HCC Annual Report FY2013 14
HCC Annual Report FY2013 14
Contents
CHAIRMAN’S LETTER .......................................................................................................................... 4
NOTICE ................................................................................................................................................ 49
FINANCIALS ........................................................................................................................................ 84
Highlights 2013-14
t Group turnover at ` 9,688.3 crore
t HCC Standalone Turnover at ` 4,113.5 crore and Net Profit of ` 80.6 crore, after reporting losses for 2
years
t HCC’s sustainability report received highest accreditation A+ by the Global Reporting Initiative (GRI)
for the fourth time
t HCC Group is now 100% shareholder of Steiner AG with acquisition of remaining 34% stake. Steiner
AG continues to be profitable for four consecutive years since taken over by HCC
t Lavasa construction work commenced around 5,000 workers on ground. Appx. 500 units handed over
to the customers. Lavasa: witnessed 8 lakh tourists’ footfalls during the year
t First leg of the 250 km, ` 3,200 crore, PPP highway development in West Bengal (NH34)
commissioned in May 2014; significant progress achieved for second section from Farakka to Raiganj
t Dhule Palesner Highway started tolling for its second phase of development one year in advance of
schedule
tHighbar Technologies adds 14 new customers during the year including 2 in Middle East region
2
102. Factory Civil Works for Premier 139. Naraj Barrage, New Cuttack 176. Lucknow-Muzaffarpur National
Automobiles Limited 140. Paradip Port Road Highway Project LMNHP-EW II
103. Ambernath/Ulhasnagar STP (WB)
141. Aditya Aluminium Project
104. Water Treatment Plant, Pune UTTARAKHAND
PUNJAB
105. Underground Powerhouse, 177. Dhauliganga HEP
142. 140 m High Chimney at Ropar
Koyna 178. Tehri Pumped Storage
143. Rail Coach Factory at Kapurthala
106. Kolkewadi Dam 179. Vishnugad Pipalkoti HEP
107. Bridge over River Ulhas RAJASTHAN
WEST BENGAL
108. Trombay Chimney Works 144. Chambal Bridge at Dholpur
180. Farakka Barrage
109. Nhava Sheva WTP Works, 145. East-West Corridor Project,
181. Mahananda Barrage
Raigadh 146. Rajasthan Atomic Power
Project, Units 1 & 2 182. Kolkata Metro
110. Tunnel between Sewri and Futka
147. Rajasthan Atomic Power 183. Teesta Barrage
111. Koyna Stage IV Powerhouse
Complex Project, Units 3 & 4 184. Haldia Docks Project
112. Tunnel between E Moses Road 148. Rajasthan Atomic Power 185. Environmental Engineering
and Ruparel College, Mumbai Project, Units 5 & 6 Works at Kolkata
Package-EW-II (RJ-7) 186. Kalyani Bridge
113. Aerated Lagoons, Mumbai
149. Rajasthan Atomic Power 187. Earthworks for Farakka STPP
114. Bandra Effluent and Influent Project, Units 7 & 8
Disposal, Mumbai 188. Dauk Barrage
SIKKIM
115. Housing Complex, Navi Mumbai 189. RCC Chimney for Kolaghat TPS
150. Teesta HEP Stage VI
116. Ghatkopar High Level Tunnel, 190. Underwater works for KTPP
Mumbai TAMIL NADU 191. Golden Quadrilateral Road
117. Mumbai-Pune Expressway 151. Kadamparai Pumped Storage Project - Kolaghat to Kharagpur
118. Vaitarna Dam 152. Lower Mettur Barrages, 192. Purulia Pumped Storage Project
119. Satara Kolhapur Road, NH-4 Substructure and Powerhouse 193. Teesta Low Dam HEP Stage IV
120. Water Supply Tunnel from 153. Chennai Ore Berth, Jetty, Wharf 194. Elevated Road from Park Circus
Bhandup to Charkop, Mumbai 154. Sewage Treatment Plant, to E.M. Bypass, Kolkata
121. Bandra-Worli Sea Link Chennai 195. Four-laning of Bahrampore-
122. Gosikhurd Spillway, Nagpur 155. Upper Nirar Tunnel Farakka Section of NH-34
123. Lavasa, Pune 156. Navamalai Tunnel 196. Four-laning of Farakka-Raiganj
157. Ennore Port-Rock Quarrying Section of NH-34
124. Pune Paud BOT Road
158. Ennore Breakwater 197. Four-laning of Raiganj-Dalkhola
125. Ghodazari Branch Canal Section of NH-34
126. NH-3 MP/Maharashtra Border - 159. Mass Rapid Transit System,
Chennai BHUTAN
Dhule
160. Kudankulam Nuclear Power 198. Kurichhu Hydroelectric Dam
127. Water Supply Tunnel Maroshi Project
Ruparel College, Mumbai Project, Units 1 & 2
161. Tirupur Water Supply Project 199. Tala HEP, Package C-1
128. Middle Vaitarna Water Pipeline
162. Chennai Bypass, Package CBP2 200. Tala HEP, Package C-4
129. DGNP Dry-Dock and Wharves,
Mumbai 163. Building works for Fast Reactor 201. Punatsangchhu HEP -
Fuel Cycle Facility Powerhouse
130. VAG Corridor, Mumbai
202. Dagachhu Hydro Power Plant
131. Bhama Askhed Pipeline UTTAR PRADESH
(Civil Works), 114 MW
MANIPUR 164. Maneri Bhali Hydel Project
132. Railway Tunnel No.1 between 165. Narora Atomic Power Project
Jiribam and Tupul 166. Rihand Dam
133. Railway Tunnel No. 3 between 167. Rihand STPP
Jiribam and Tupul 168. Shards and Ghogra Barrages Projects completed in the year
134. Railway Tunnel No. 10 between 169. Yamuna Hydel Project Projects in progress
Jiribam and Tupul
170. Gomti Aqueduct New projects
135. Railway Tunnel No. 12 between
Jiribam and Tupul 171. Sai Aqueduct
BOT projects
172. Varanasi Bridge
ORISSA
173. Malvika Steel Works
136. Dam at Upper Kolab
174. Naini Cable Stayed Bridge
137. Road Bridge across Mahanadi
175. Allahabad Bypass Road
138. Syphons at Kuakhai and
Khushbhadra
3
Chairman’s Letter on a sustained basis requires gross fixed capital formation
(GFCF) to be in the region of 37% to 38% of GDP. The
negative political and governance environment of the last two
years has led a pessimistic investment climate resulting in
GFCF dropping to 32.5% of GDP in 2013-14, versus 33.9% in
the previous year. In Q3 of 2013-14, this ratio had dropped to
31.2% — one of the lowest in a long time.
A truly damning tale of India’s recent decline can be found in
the World Bank’s recent survey, Doing Business, 2014, which
deals with the business environment across 189 countries in
the world. Here are some sad facts:
t India’s overall rank was 134th versus 131st in the previous
year. Here are some countries ranked better than us: Turkey
(69th); Sri Lanka (85th); Russia (92nd); China (96th); Nepal
(105th); Philippines (108th) Pakistan (110th); Brazil (116th);
Indonesia (120th); Argentina (126th); and Bangladesh (130th).
Dear Shareholder, t 8FXFSFnd out of 189 countries in the time taken to
This is a letter of travails and optimism. The travails and issue construction permits.
difficulties relate to the terrible state of the economy, of t 8FXFSFth in the problem dealing with payment of taxes.
governance and of the infrastructure sector over the previous t "OEXFXFSFth out of 189 in the speed and efficacy of
two years. The optimism is about what we hope the new enforcing contracts.
Bharatiya Janata Party (BJP) led National Democratic Alliance
This is the discreditable framework under which we
(NDA) government under Prime Minister Narendra Modi will
work in India. And a sector which is affected the most is
deliver for the country’s economic growth and prosperity.
infrastructure. Let me share with you the problems that are
Let me begin with the toils of the last few years, and how endemic to our industry.
your Company has dealt with the myriad problems that have
First, environmental clearances continue to be a major
plagued infrastructure.
hurdle to new infrastructure projects. If anything, clearances
Fiscal year 2013-14 has been the second terrible year for the from the Ministry of Environment and Forests (MoEF)
economy. According to the latest forecast by the Government became even more difficult to obtain under the dispensation
of India’s Central Statistical Organisation (CSO), real GDP of a minister who was brought in to replace her activist
growth for 2013-14 will be 4.9%. Coming on the back of 4.5% predecessor. The number of critical infrastructure projects
growth in 2012-13, this will be the first time after several that have been blocked simply because the MoEF have not
years that India will have languished at a sub-5% growth for chosen to clear the files are now legion. In my letter to you
two successive years. The estimated growth of construction last year, I wrote, “the norms are often not defined in a clear
activities in 2013-14 will be a mere 1.7%. Surely, India and objective manner; there are significant differences in
deserves much better. such norms between the level of the state and the MoEF;
and there is too much centralisation which delays decision
The quarterly data are just as depressing. In April-June 2013,
making.” Nothing has improved since.
India grew at just 4.4%. There was a minor improvement
in July-September 2013 with growth at 4.8%. Then it fell in Second, there is complete paralysis in decision-making.
October-December 2013 to 4.7%. Over the last two years, the civil service’s response to
reports by the Comptroller and Accountant General (CAG),
With such quarterly rates of growth, I doubt whether India
observations by the Supreme Court as well as investigations
will actually achieve 4.9% GDP for 2013-14. The reason is
and interrogation carried out by the Central Bureau of
simple enough: with the poor quarterly growth rates in Q1,
Investigations (CBI) has been that of masterly inaction.
Q2 and Q3, India will have to achieve 5.7% growth in Q4 for
Senior-level bureaucrat close to retirement have observed that
the annual growth to average 4.9%. Quite honestly, I haven’t
taking executive decisions, however good these may be for
seen anything in January-March 2014 that suggests 5.7%
economic development, open up the hazards of investigation;
quarterly growth.
but taking no action costs neither career nor reputational
Not surprisingly, in such an economic milieu, the construction risks. The choice, then, becomes obvious: do nothing. Not
sector has been badly hit. The CSO estimates for 2013-14 surprisingly, therefore, less infrastructure projects have been
suggest just 1.7% growth in construction. While this might awarded and closed.
be a tad better than the previous year, when the growth had
Third, there is the vexatious issue of non-payment of claims
dropped to 1.1%, it is significantly worse than the 10.8%
by the government and public sector clients. This is faced by
growth that the sector enjoyed in 2011-12.
all infrastructure construction companies, bar none. As you
Tomorrow’s growth is defined by today’s real investments. will appreciate, most construction contracts involve changes
The general consensus is that achieving 7.5% GDP growth of scope, variations and delays that are not attributable to the
4
contractors. When these occur, the contractors put in claims Consequently, Lavasa is now a pure developer tasked with
to recover the extra costs. Elsewhere in the world, such conceptualisation, design, compliance, sales and marketing
claims are settled based upon the recommendation of the functions. The project will need additional funding. Given that
officially appointed and bilaterally recognised ‘Engineer to the all the constraints have been lifted, I expect your Company
Contract’. The disputed amount, if any, beyond the Engineer’s to get such risk capital in the course of 2014-15 to finance
decision, is referred to a commonly agreed upon Dispute accelerated post-monsoon development.
Resolution Board, and beyond that to arbitration. In general, Steiner AG is now doing well financially. It is a leading total
the matters are settled within six to nine months. Only the and general contracting company in Switzerland, specialising
most difficult and contentious arbitrations take over a year. in turnkey construction, including refurbishments and real
Not so in India. Almost every claims dispute that involves a estate development. It is now a 100% subsidiary of your
government or public sector client is referred to a third party Company. Revenues of Steiner increased by 4.8% to CHF 798
for decision-making. If that decision goes in favour of the million in 2013-14; and net profit remained at last year’s level
contractor, the client invariably appeals against it in court. of CHF 8.2 million.
Today, there are many thousands of crores worth of awards Let me now touch upon the second theme — that of
in court, many of which will be taken by the clients to higher optimism. The voters of India have had their say. We now have
and higher courts lest they be censured by the CAG or the a BJP-led NDA government at the centre under Prime Minister
Central Vigilance Commission and be investigated by the CBI. Narendra Modi. We in business are now looking forward to
What is the outcome for the contracting firm? Typically, it has a period of stable governance that brings back much needed
already incurred these costs which have been usually met sanity and predictability of executive action leading to greater
by additional borrowings from banks. Without these awards development and higher growth. We need the shackles on
being settled, the borrowing burgeons along with the interest infrastructure to be rapidly removed. Like any new CEO who
liability. Soon enough, contracts find the debt so large as to has been given an overwhelming mandate by shareholders
make it financially impossible for them to meet the interest to restructure, reorient and energise a struggling company,
and principal repayment dues. Mr. Modi needs to have a 100-days plan to instil a sense of
purpose and confidence, and have in place focused ministers
In such a situation, most infrastructure contractors and
and committed civil servants to deliver every aspect of the
service providers in India are not only highly over-leveraged
plan. Infrastructure badly needs to be kick-started. The issues
but also are facing severe financial strain. Some, such as your
are obvious: rapid approval of highway projects; expeditious
Company, decided to opt for a formally recognised process of
cleaning up of the coal field mess so that thermal power plants
debt restructuring in the last fiscal year under the framework
can get going; taking a call on natural gas; and ensuring that
of Corporate Debt Restructuring (CDR). The CDR process is on
while the MoEF plays its role in protecting the environment
track; and during 2013-14, HCC has successfully paid its dues
and forest, it does so in a manner that also allows well planned
as per the conditions of this package with a one month lag.
infrastructure projects to see the light of day.
How has your Company performed in 2013-14? I would
It is a matter of using common sense and taking quick and
say quite well under the circumstances that I have already
right decisions for the good of the country — virtues that
outlined. Here is a gist of the standalone results for the year.
seem to have lost in the last two years. I am sure Mr. Modi
t With additional order inflow of `3,218 crore, HCC’s order
and his team will do what ought to have been done in the lost
backlog has increased to `14,249 crore by the end of 2013-14.
years. And more.
t 5VSOPWFSJODSFBTFECZUP`4,113 crore in 2013-14.
Even so, it will take some time before India gets back to a
t &#*%5" FYDMVEJOHPUIFSJODPNF XBT`640.7 crore in
higher growth path. Equally, however, the chances of this
2013-14— an increase of 67%.
happening is the highest today compared to the last two to
t 5IF&#*%5"NBSHJOJODSFBTFEGSPNVOEFSJO three years. So let us hope that it happens, and that the new
to 15.7% in 2013-14. government delivers its promise of governance and growth
t 1"5IBTSFDPWFSFEGSPNMPTTFTJOUP`80.6 crore in for which it has been democratically elected to power.
2013-14.
As India’s new Prime Minister has said many times during
In the process, your Company has focused on cutting down this election campaign “Achche din aane waale hain”. And with
costs, with some notable success. It has also worked hard in the hope that good days truly lie ahead let us all look forward
reducing the breakeven point across almost all its projects. to higher growth; more enterprise; less red-tape; and with
And it is looking forward to monetise the infrastructure assets these, the next phase of your Company’s growth.
that it owns — such as the roads and highways — and sell
some others to further reduce the debt overhang and thus Yours,
create greater operational flexibility.
5
Company Information
Group Chief Operating Officer & Whole-time Director The Federal Bank Ltd
Standard Chartered Bank
Exim Bank of India
Arun V. Karambelkar
(President & Whole-time Director upto April 29, 2014 ) Toronto Dominion (Texas) LLC
LIC of India
Central Bank of India
Axis Bank Ltd
Bank of Maharashtra
COMPANY SECRETARY
State Bank of Travancore
Vithal P. Kulkarni
Syndicate Bank
State Bank of Mysore
AUDITORS
United Bank of India
K.S. Aiyar & Co., Chartered Accountants
IFCI Ltd
Indian Overseas Bank
ADVOCATES & SOLICITORS
State Bank of Hyderabad
Mulla & Mulla & Craigie Blunt & Caroe
NABARD
Amarchand & Mangaldas &
Suresh A Shroff & Co. REGISTRAR & SHARE TRANSFER AGENTS
TSR Darashaw Private Ltd.
6-10 Haji Moosa Patrawala Industrial Estate,
20, Dr. E. Moses Road, Near Famous
REGISTERED OFFICE
Hincon House, 11th Floor,
247Park, Lal Bahadur Shastri Marg,
Vikhroli (West), Mumbai - 400 083.
6
Dagachhu Hydro Electric Power Project, Bhutan
The 126MW (2x63MW) Dagachhu Hydroelectric Project built on Dagachhu river, a tributary of the Punatsangchhu river in Bhutan, was one of
the most challenging project in terms of geology. The project team successfully overcome the geological challenges faced at every component
of the project including dam site, headrace tunnel surge shaft and power house. For the first time in the Asian subcontinent, the power house
was built using NATM methodology with support systems of permanent anchor bars, SN rock bolts, wire mesh and latice girders.
9
Living in Lavasa
Dasve enjoys the distinction of being the first town developed in Lavasa. Centered around Lake Dasve on India’s first double sided dam,
Dasve is already a home to schools, healthcare and hospitality and has been visited by 8 lakh visitors last year. It also boasts of a world-class
business and convention centre built along the lines of the Davos Congress Centre. Over 600 residential units have been completed of
which over 500 units have already been occupied.
10
Tourism and Hospitality at Lavasa
Lavasa is fast becoming popular as a tourist destination in Maharashtra. With pleasant weather all through the year, the city features lakes,
hills and waterfalls that are a sight to behold. Tourist traffic to Lavasa has grown steadily and with the addition of newer attractions, it
is expected to surge exponentially in the coming years. Being developed in phases, Lavasa when fully built in 2023 will have an array of
entertainment, adventure, events and hospitality avenues catering to the estimated two million tourists every year.
Four-lane Highway Development of over 250 km on NH-34 from Baharampore to Dalkhola in West Bengal
HCC Concessions is developing the 250 km, ` 3,200 crore, PPP highway project in West Bengal (NH-34) consisting of three contiguous
sections from Baharampore to Dalkhola on a Design, Finance, Build, Operate and Transfer (DFBOT) basis. This is the largest PPP highway
model in West Bengal. The development of this critical piece of road infrastructure will have a multiplier effect on the economic activity in
the state, which is the seventh most populated sub-national entity in the world with 90 million people.
11
Uttarakhand Flood Relief
On June 18, 2013, Uttarakhand witnessed a devastating flash flood that affected thousands of locals and many pilgrims were stranded due to
severe landslides. HCC’s Tehri Pump Storage Plant project site served as a base camp for all the pilgrims who were rescued in the region. All
rescued pilgrims were provided with food, water, sanitation, shelter, and medical facilities. The HCC team also worked closely with the army
for clearing the landslides on rescue routes and enabled the army to proceed further and start their evacuation activity and save lives.
Awards
During the FY 2013-14, HCC won six industry awards including CIDC Vishwakarma Award 2014 for Best Project for its Pir Panjal tunnel
project, Dun & Bradstreet Award for ‘Social Impact’ project of the year for its Nimoo Bazgo Hydel Power Project, Construction Week Award
for ‘High Impact Infrastructure Project of the Year’ for Pir Panjal Tunnel Project, Global Sustainability Leadership Award for ‘Best Community
Action’ for its community development project – Ujjivana, Special Jury Award in CSR at the Amity CSR Conclave and Civic Award for ‘Social
Development’ from Bombay Chamber of Commerce and Industry.
12
Management Discussion and Analysis
Hindustan Construction Company (‘HCC’ or ‘the
Chart A: Real GDP Growth, India
Company’) is one of the country’s premier construction
companies. It has been at the forefront of adopting world 10% 8.9%
8.6%
9%
class operational practices and promoting responsible
8% 6.7%
infrastructure development in India and abroad. 7%
6% 4.9%
4.5%
Infrastructure development in India has been going 5%
4%
through a very difficult phase over the last three years. 3%
While the Government of India’s planning process clearly 2%
1%
laid down the requirement for massive development 0%
2009-10
2010-11
2011-12
2012-13
2013-14
in physical infrastructure to sustain economic growth,
this has not translated to on-ground implementation.
The slippages have been significant with the nodal Source: Ministry of Statistics and Programme Implementation
(MOSPI), Government of India
agencies and departments responsible for developing
the various infrastructure projects — be these in national 2012-13), which was significantly higher than the 3.6%
and state highways, thermal, hydro, gas-based or during previous five years (2003-04 to 2007-08). Revised
nuclear power, ports or key urban facilities — projects estimates suggest that the fiscal deficit for 2013-14 will
have gone through sustained indecision and policy be at around 4.6% of GDP. The stressed exchequer of
paralysis. Consequently, players in the construction the GoI has prevented government backed investment
space, especially those in business of building large impetus to infrastructure.
infrastructure for the state and central governments, have Incremental Gross Fixed Capital Formation (GFCF) at
had to face severe financial, operational and regulatory market price, an indication of real capital investment in
challenges, such as very tight liquidity conditions, serious fixed assets that augments the future productive capacity
stress on cash flows, problems in land acquisition, as well of any economy, has also reduced to a mere 0.2% in
as sundry issues brought up in the ambit of environment 2013-14. In this backdrop, construction output has almost
and social displacement. stagnated. As Chart B shows, construction growth, which
In such a difficult business environment, HCC has chosen had already reduced to 1.1% in 2012-13, stayed at low
to streamline its business strategy and operations with levels of 1.7% in 2013-14.
a focus on increasing cash generation. In doing so, the
Company has chosen to concentrate on its areas of core Chart B: Construction Growth, Real, India
competence and improve its operations in terms of faster
12% 10.8%
project execution and lower costs.
10%
8%
Macro Economic Review
6%
The Indian economy had been suffering from lower
4%
growth and various structural weaknesses as it entered 1.1%
1.7%
2%
2013-14 and these continued throughout the fiscal year.
0%
2011-12
2012-13
2013-14
13
inflation reduced to a 25-month low, posting at 8.1% in worth `15.6 trillion are under the consideration of PMG
February 2013, it still remained high by any long term for which issues are yet to be resolved. Official data
yardstick. For another, driven mainly by a reduction in indicates that there has been a slight decline in the
imports, India’s trade deficit reduced by 29% to US$180 total number of delayed central sector infra-projects.
billion in April 2013-February 2014 compared to the However, 15% to 20% of these projects, mostly in roads,
corresponding period in the previous year. Consequently, power and petroleum, have reported additional delays,
the current account deficit as a ratio to GDP has narrowed for which the dates of completion have been extended
significantly. In addition, since September 2013 there further. Also, there has been an increase in the number of
has been a surge in foreign capital inflows into India, and projects without date of commissioning, mostly in roads
India’s foreign exchange reserves reached US$ 298.6 reflecting the growing uncertainty about their completion.
billion by the end of March 2014, which was an accretion This suggests that it may take significantly more time
of US$ 23.1 billion over end-August 2013. before these clearances result in investment cycle
However, one needs to be careful. Even if it is the case turnaround.
that the business cycle has bottomed out, it is equally More recently, there have been delays in awarding
true that the upswing will be gradual, especially in infrastructure projects on account of the run up to the
infrastructure. general elections in April-May 2014. One expects that
after the new government assumes office, there will be
India’s Infrastructure Sector some clear direction and positive intent for this sector.
While the long term requirement for rapid infrastructure
development in India remains a vital necessity, the
HCC – Key Developments
sector faces several challenges. HCC’s core business is Engineering and Construction,
Apart from various structural problems that plague and it executes work on the basis of contracts. In
execution including a slow, almost paralysed government terms of sectors, HCC has traditionally focused on
decision-making process, and practical issues with land transportation, power and water supplies. In the last
acquisition as well as the challenges of dealing with social few years, the Company has also developed a portfolio
and environmental constraints that arise while developing of industrial construction projects. Given the growing
infrastructure projects, the sector is fundamentally requirements of the market, HCC has extended the
affected by a severe liquidity crunch and a financial scope of its business to include complete engineering,
squeeze. procurement and construction (EPC) services and is
constantly working on upgrading its capabilities.
Infrastructure financing in India has to work its way out
of two fundamental problems before credit lines can Over the last couple of years, HCC has been focusing
start to improve significantly. First, the system has to on streamlining the internal organisation and processes
gradually rid itself of numerous excesses of the past as core elements of its business strategy. This focus
including aggressive bidding, weak and inexperienced has continued and elements of implementation further
sponsors, poor project planning, high leverage, weak strengthened in 2013-14. As an example, there has
financial structures and revenue over-estimation. Second, been single minded attention to improving efficiencies in
it has to deal with the constraints imposed by a harsh project operations and thus emerge as one of the most
external environment — such as a slowing economy, cost efficient players in the market. Hence, each project
rising interest costs, difficult equity markets and policy has specific targets to:
uncertainty. t Maintain indirect costs below a certain proportion of
Although there have been some efforts at resolving turnover;
infrastructural issues, these have been far from
t Generate a certain turnover per employee; and
satisfactory. By the end of January 2014, the Cabinet
Committee on Investment (CCI) and the Project t Deliver an EBITDA margin within a specific range.
Monitoring Group (PMG) had together undertaken Overall, on all three fronts, the Company has been able
resolution of impediments for 296 projects with an to meet its targets. This is now a continuous process of
estimated project cost of `6.6 trillion. But it is a proverbial improvement within the organisation and is backed by
tip of the iceberg. As at end-March 2014, 284 projects rigorous monitoring and follow-up.
14
At each project level, there has been renewed importance t The order book as on March 31, 2014 is ` 14,249
on inventory management. Processes have been crore
strengthened to monitor and effectively manage material t Revenue from operations increased by 7.2% to
storage and usage, with special emphasis on reducing ` 4,113 crore in 2013-14
wastage and minimising non-moving inventories. These
t EBIDTA margin has increased from 10.0% in
have resulted in the inventory turnover reducing from 349
2012-13 to 15.7% in 2013-14
days in 2012-13 to 292 days in 2013-14.
At the organisational level, there has been a restructuring t EBIDTA is ` 641 crore in 2013-14 – an increase of
that focuses on positioning the right people for the right 67.4%
job with a strong emphasis on successful execution. t PAT is at ` 80.6 crore in 2013-14.
This has been done to create greater accountability and
As was reported in last year’s Annual Report, HCC had
develop better proficiency in delivering the requirements
availed a Corporate Debt Restructuring (CDR) package
of a specific function or role.
with a consortium of its bankers. During 2013-14, the
In order to expedite liquidation of receivables, the Company has successfully paid its dues as per the
Company continued with its efforts in settling rightful conditions of this package.
claims with customers. While there are several
hindrances on this front given that the system allows the Investee Companies
decision of a mutually agreed upon arbitration process
In order to participate across diverse elements of
with clients to be taken to court, HCC has continued
the infrastructure development value chain, HCC has
with its efforts at pushing for these claims. In 2013-14
invested and grown its portfolio of businesses through
the Company secured around `500 crore of additional
subsidiaries. These enterprises address different markets,
claims. Value of claims in the court which have favourable
arbitration award is over `1,000 crore by the end of 2013-14. require diversified skill sets and operate under varied risk
return profiles. These include:
The Company has re-evaluated its project portfolio and
has consciously made efforts to expedite and close out t Infrastructure: This is the infrastructure development
various slow moving and financially challenging projects. arm of HCC, where the value creation steps include
Going forward, the Company expects to have a project design, financing, constructing and operations. This
portfolio under execution that comprises financially better business focuses on investment and asset creation
off projects. through Public-Private Partnership, largely in National
Highways. During 2013-14, the business focused on
Regarding business development side, HCC has
recalibrated its strategy according to market needs. Given executing existing projects and raising capital.
the country-wide sluggishness in infrastructure, the t Real Estate: The real estate business develops
Company realised the need to focus on securing a higher commercial property and is also involved in some
project win rate by rationalising the number of bids as slum rehabilitation programmes. Given the depressed
well as the internal processes that accompany bidding. real estate market, the focus was on monetising
It has strengthened the team in terms of processes and existing assets.
structures to take up more bids and do so at efficient
levels. This also involves high effort plays in hitherto new t Integrated Township and Urban Development:
sectors. Indeed, it is worth noting that the Company has The focus area of this business has been the
won projects in the industrial sector — an area where it development of complete integrated townships.
had consciously entered with a defined strategy in 2012-13. Today, it is actively pursuing the creation of India’s
first hill station in the private sector called Lavasa.
Performance Highlights : Stand Alone t Total Services Contractor: As an extension of the
In an extremely adverse economic, financial, regulatory engineering and construction division, the Company
and political environment, the Company has successfully had acquired a Swiss Company called Karl Steiner
executed projects to maintain its top-line at par with AG (renamed ‘Steiner AG’), in 2010-2011, which is
2012-13. The thrust on cost control has yielded results a leading player in Development and Construction
in terms of improved operating margins and HCC has services in Switzerland operating in Europe and
turned around the losses of 2012-13 to profits in 2013-14. India on all facets of real estate development and
Highlights of the Company’s performance on a stand- construction. In 2013-14, the HCC Group became
alone basis are: 100% shareholder of Steiner AG (‘Steiner’) with
15
acquisition of the remaining 34% stake. Steiner Power
continues to be profitable for four consecutive years
HCC is a leader in the construction of hydro and nuclear
since being taken over by HCC. Also in 2013-14, the
power projects and has a minor presence in thermal
business has been strategically restructured and
projects. While the sector has been affected in terms
strengthened to add greater exposure and scope of opportunities in new undertakings, the Company’s
for business development in the Indian market in projects under execution continued to perform well
addition to its European customers. during 2013-14.
t Information Technology: In addition to the above Hydro Power
businesses, the Company has also extended its
In 2013-14, HCC secured a contract for civil and hydro
information technology (IT) function to form a
mechanical works of Vishnugad Pipalkoti Hydro-
seperate company - Highbar Technologies - that is
Electric Project for THDC Limited (formerly the Tehri
involved in assisting in improving IT utilisation in the
Hydro Development Corporation). The project is to be
construction industry.
completed in four and half years.
Engineering and Construction Division The Company’s largest hydro power project under
execution — the 3x110 MW Kishanganga Hydro Electrical
The Company’s order backlog as on March 31, 2014 was Project — continued to make excellent progress
`14,249 crore. especially on tunnel excavation - thanks to the use of
This order backlog is distributed across various sectors a TBM. The tunnel boring part of the project is nearing
including power, transport, water and industrial. The completion.
developments on the projects front across different The projects in Bhutan —114 MW Dagachhu Hydro
sectors in 2013-14 are given below. Power Plant and the 1,200 MW Punatsangchhu I HEP —
are progressing satisfactorily .
Transportation
Nuclear Power
The Company secured two major contracts in the
The Company is proud to be associated with the
transportation sector during 2013-14.
construction of all nuclear reactor buildings for the
t First, it won a contract for construction of a tunnel Rajasthan Atomic Power Project (RAPP). The contract for
T49 and bridges in the Dharam Qazigund section civil works of Units 7 and 8 is progressing satisfactorily.
of Udhampur-Srinagar-Baramulla new broad gauge
Water Supply and Irrigation
railway line project. HCC has been a contributor
The Company completed construction of the EPC
to the success of the J&K Rail Link Project having
contract under the Swarnim Gujarat Saurashtra-Kutch
completed the 12 km long Pir Panjal tunnel in 2013-
Water Grid Programme, Package NC 31, for Gujarat
14, for which the Company was a joint winner of the
Water Infrastructure Ltd. (GWIL).
Vishwakarma award instituted by the Construction
Industry Development Council. A contract for a 10.2 A 12 km long water supply tunnel in Mumbai is
commissioned.
km long tunnel on the same railway line is under
execution. HCC secured a water supply contract for the Yettinahole
Project in Karnataka. It has a 50% share in a joint venture
t Second, the Company secured the contract for
with GVPR Engineers Limited, which will execute the
construction of 2.9 km long RCC bridge over River
project.
Sone in Bihar from Bihar Rajya Pul Nirman Nigam
HCC also won a water supply pipeline contract from the
Limited. This is to be completed in 36 months.
Pune Municipal Corporation.
In addition, the two earlier awarded projects for tunnels
Industrial
and station buildings of the Delhi Metro are progressing
well. In Package CC30, tunneling with tunnel boring The Company is carrying out civil and fabrication works
for Hindalco Industries Limited’s Aditya Aluminium Plant
machine (TBM) of 1.25 km long up line from Netaji
at Sambalpur, Orissa.
Subhash Place to Shalimar Bagh is complete. Substantial
tunneling in both the contracts is expected to be In 2013-14, it commenced work at the Reliance
completed in 2014-15. Industries’ Jamnagar refinery. In addition, work on two
16
underground crude oil storage caverns for Indian Strategic Portfolio Details
Petroleum Reserves Limited at Vishakhapatnam (Andhra
The three operational projects, Nirmal Annuity, Delhi-
Pradesh) and Padur (Karnataka) are nearing completion.
Faridabad Elevated Expressway and Dhule-Palesner
Marine Works Highway, have been operating smoothly.
Work on a contract for reconstruction of the dry dock and The three under construction highway projects in West
wharves in Mumbai for Director General Naval Project is Bengal (NH34) have achieved significant progress and
progressing satisfactorily. two of the larger projects among these are expected to
be operational later in 2014-15. The Baharampore-Farakka
Infrastructure Division Highway (of 101 km) is expected to be operational soon,
HCC’s infrastructure concessions business is executed having completed 76 km of the project length at the time
through its subsidiary, HCC Infrastructure Company of writing this chapter. The Farakka-Raiganj Highway (102
Limited (or ‘HCC Infra’). These projects are developed km) is expected to be operational by the end of first half
through Public Private Partnership (PPP) or DFBOT of 2014. The project has achieved 76% physical progress
(Design-Finance-Build-Operate-Transfer) mode. The focus till March 2014.
of the business has been on developing roads and the As per the request of the NHAI, which preferred to
Company’s entire portfolio comprises NHAI (National develop the Narmada Bridge Project (NH8) through EPC
Highways Authority of India) road concessions. rather than the PPP route, HCC Concessions mutually
In a short span of under six years, HCC Infra has grown foreclosed the Concession Agreement with NHAI.
its asset base to `5,500 crore and generated substantial The infrastructure division continued with more focused
equity value in excess of its initial investment, despite the business development activities during 2013-14. HCC
recent economic slowdown. Today, the company’s entire Concessions submitted six Request for Qualification
portfolio comprises NHAI highways with concession (RFQs). It partnered with other infrastructure players
periods ranging from 18 years to 30 years. Much of HCC for some large bids to diversify risk and increase
Infra’s asset base has reached a high level of maturity. competitiveness.
Half the portfolio is operational and its 256 Km NH-34
Even so, the fact is that 2013-14 witnessed a major
development will be commissioned later this year.
slowdown in the award of new projects. The NHAI
During the course of developing these assets, the awarded only about 370 km in the PPP mode, which is
business has also generated large EPC contracts for the even lower compared to 1,116 km awarded in 2012-13.
parent Company, HCC. The execution of a significant portion of awarded NHAI
Given the slowdown in the Indian economy, lack of projects was also delayed due to reasons that included
decision-making across government institutions and slow clearances and aggressive bidding that prevented
liquidity crunch in the infrastructure sector, there were financial close. Given the uncertain environment, the
very few, if any, new business opportunities in the Company will continue to adopt a cautious approach in
market that matched HCC Infra’s risk-return criteria. bidding for NHAI projects during 2014-15, and retain as its
Consequently, the business focussed on execution and primary goal a return of capital to its parent Company.
completion of work on its existing projects.
Real Estate Division
HCC Infra’s mature portfolio is to its advantage as there
is still a healthy market for operational assets, which There are two different businesses within HCC’s real
the Company plans to monetise to raise capital. While a estate division: Lavasa and commercial real estate.
portion of this capital will be retained for future growth of Lavasa
the portfolio, HCC Infra expects to return the lion’s share
With the environment clearances firmly in place, much of
to its parent Company, HCC.
2013-14 was involved in gradually taking the development
In the last six years, the Company has gained significant of the hill station to the next phase. Organisationally,
experience and has a strong management team, whose there has been a restructuring where all employees who
skills extend from concept innovation and evaluation were part of construction activities have been transferred
of risk and return, to construction management and to Steiner India and the construction work is now with
operations. It plans to utilise the strong construction edge Steiner. Consequently, Lavasa is now a pure developer
of the parent Company, HCC, to expand its portfolio to with conceptualisation, design, compliance, sales and
hydropower and water projects. marketing functions.
17
With a focus on execution, Lavasa increased the pace and plantation of stumps have been carried out. Hydro-
of delivery of earlier sold products during 2013-14, and seeding and manual seeding was also carried out for
the Company gave possession to over 250 villas and slope protection and to re-establish vegetation over an
apartments in Dasve. New apartments were launched area covering around 70 acres in this season, and the
in Dasve with amenities such as clubhouse with total area that has been so treated is more than 700 acres
outdoor sports facilities and retail on the ground floor. up to date.
Construction is in full speed at Dasve and in the second Development Status: Dasve
town of Mugaon. Focus on collection and sales for
Dasve is ready with all basic infrastructure, such as
Mugaon and Dasve have yielded good results.
access roads, internal roads, water treatment plant, water
In institutional sales, the prime effort was on collections distribution network, sewage network, sewage treatment
and activation of sites. The Doon Public School has plant, telecom network and services is operational.
acquired a 10 acre plot in Mugaon to start its brand of
As on date, more than 120 contractors with a work force
school. Symbiosis Institute has already been granted a
of about 4,500 workers have been mobilised at the site
building plan approval and will commence construction
for different works.
of its large campus post monsoon. A proposal has also
been submitted to The Times Group to start a premier Till date more than 600 residential units have been
management training institute. handed over to CMS department and over 500 residential
units have been handed over to customers. Out of these
The Company is on course to reach an overall land target
600 units, 319 villas were given to the CMS department
of 18,000 acres. It has completed the purchase of 10,477
for handing over to customers. Of these 319 villas, 212
acres of land and is processing completion of another
have been already handed over to customers. Work on
2,133 acres, for which agreements were signed in the
another 284 villas of different types, with built- up area
past.
ranging from 2,000 sq. ft. to 4,000 sq. ft. is in progress.
The state government had initiated an enquiry in 84 Class
Work on Portofino E to I buildings having 289 apartments
II land cases covering an area of 878 acres for breach
ranging from studio apartments to 3BHK apartments is
of condition under the Maharashtra Land Ceiling Act,
in progress. Out of these, 266 apartments are ready and
1961. Out of this land, area owned by the Company is
handed over to the CMS department; and the balance
565 acres and land under agreement to sale is 313 acres.
will be completed shortly. Construction work of the
The Sub-Divisional Officer at Maval, who was conducting
Lakeview Apartments (3.8 lakh sq. ft.) and the Club View
the enquiry, has passed judgment in 72 cases covering
Apartments (1.5 lakh sq. ft.) is in progress and will be
an area of 768 acres and has regularised the breach
ready for handover in the next 12 months.
by asking the Company to pay dues via nazrana. Such
nazrana has been paid for 304 acres of Company-owned Construction of staff housing of approximately 399
land and 225 acres of land under agreement. For rest of residential units and eight shops is in progress. Around
the cases, the nazrana amount is yet to be finalised. 80% of the staff housing is operational and is currently
being occupied by the staff of Lavasa and different SPVs.
The Environment Management Plan is being
The remaining will be ready for occupancy by end of the
implemented regularly. Continuous monitoring of
year.
environmental aspects such as air quality, water quality,
noise quality and soil quality are being carried out as Work of the Commercial Business Park is in progress
per MoEF guidelines — and these have been observed and will be completed by October 2015. Construction of
to be within stipulated limits. As per the Environment the retail and hostel building is in progress and will be
Clearance requirement, the Environmental Compliance completed in parts by June 2015. Construction of the
Report is being submitted to MoEF once in six months;. Novotel Hotel is in progress and is likely to be ready for
Accordingly, June 2013 and December 2013 reports have occupancy by end of 2014-15.
been submitted. It is worth noting that 125,000 new The construction of the Ecole Hoteliere Lavasa (LEH)
saplings have been planted in the season. campus is completed and the building is operational.
Regular maintenance of developed landscape and Construction of Phase II of the Christel House Lavasa
plantations is being done. For slope protection and is 90% completed. The work on Christ University is in
enhancing greenery within the region, soil bio-engineering progress and the campus is slated to open in 2014-15.
18
The Park Plaza, Thicket Park, Games Arcade, Nature Trail, received preliminary approvals from Joint Commissioner
Kids Play area, neighbourhood parks and other scenic (Traffic) for 520 car parks on the basis of extensive
points are complete and open for tourists. Facilities like surveys conducted by traffic consultants. Subsequently
rappelling and rock climbing are operational at XThrill – the architects, structural engineers and traffic consultants
The Adventure Sports & Academy. Oase Fountain, the have prepared the reports for submission to the Parking
multimedia fountain which incorporates a sound and Committee constituted by MCGM which has approved
laser show is also completed and operational. Work on location and detailed building drawings of the scheme.
Sahyadri Park and the Adventure and Amateur Trail are The Commissioner of MCGM and the state government
scheduled to be completed in the next six months. have also approved the scheme. The project team has
conducted pre-qualification exercise for civil and other
Development Status: Mugaon
contractors for the construction. HREL envisages to
Work on infrastructure for the second town of Mugaon complete construction of the project by 2014-15.
has been accelerated and utilities development is in
Panchkutir Developers Limited:
progress. Improvement to the existing Mugaon-Tamhini
Zilla Parishad road is complete. A portion of this road will This is a subsidiary of HCC, and has planned to develop
form a part of the approach road for the proposed tunnel a residential project in Vikhroli (East) as well as in Powai.
between Tamhini and Mugaon. Work on the inter-village HREL has taken up this project as the PMC contractor.
road from Mugaon to Gadle (6 km) is completed. Out of the total land holding of around 32 acres by
the Panchkutir Developers Limited in Vikhroli (East),
To facilitate provision of water required during
the survey of tenements on Phase-I of 14.5 acres of
construction at Mugaon, the construction of Gadle Dam
land to ascertain the development potential of the free
and a reservoir at Mugaon (with a capacity of 100,000
sale component is complete. Out of the 1,960 slum
cubic metres) is 90% complete. A bridge over the
residents of the area, consent of about 1,400 residents
dam intake well and allied works are scheduled to be
representing more than 70% has already been obtained
completed in 2014-15.
and the process for forming a society is in progress. The
Rehabilitation work on new gaothans has commenced proposal has been submitted to the Slum Rehabilitation
and by the end of the year, 50 units will be ready to Agency (SRA). It needs to be noted, however, that the
accommodate villagers, along with other infrastructure process is currently under litigation.
like school and community centre. This rehabilitation will
For development of the Powai land, MOU-cum-
also help augment the construction of the first phase
Development Agreement and Power of Attorney were
of the apartments in Mugaon. Work on 29 buildings
executed for 12 acres of land by the land owner in favour
comprising 0.9 million sq. ft. of saleable area at Mugaon
of Panchkutir Developers Limited. However, due to the
is on. It is expected to be completed in next 18 months.
land owner’s non-performance of various obligations
Commercial Real Estate under the MOU-cum-Development Agreement despite
repeated reminders, the developer has been legally
HCC Real Estate (or ‘HREL’) is developing the following
advised to invoke the arbitration clause forming part of
projects:
the agreement. Accordingly, arbitration proceedings have
247 Business Square and 247 Business Avenue: been initiated and the developer has obtained interim
HREL has signed an agreement with Lavasa Corporation orders granting injunction against the respondent till end
Limited for developing these two commercial complexes of proceedings.
at Lavasa. The construction of 247 Business square has Township Projects:
already commenced and is expected to be completed in
HREL has certain land parcels in Thane as well as Pune
two years.
through its 100% subsidiaries. These are:
Vikhroli Corporate Park Phase II:
t HRL (Thane) Real Estate Limited: Acquisition of
HREL has initiated the development of a commercial 183 acres of land at Ghodbunder Road, Thane for
office building with approximately 800,000 sq. ft. total integrated township development. Till date, the
construction area of which 400,000 sq. ft. is saleable. The Development Agreement and Power of Attorney
project is based on the Public-Parking Policy finalised by for 32 acres have been executed in favour of this
Municipal Corporation of Greater Mumbai (MCGM). It has Company.
19
t Maan Township Developers Limited: The Company Löwenbräu, a total contracting project of the Company,
has acquired around 28 acres of land and the received the Leed Gold certification for its office building
Development Agreement and Power of Attorney by the Green Building Council Environment Design in
have been executed in its favour. May 2013. This adds to the portfolio of environmentally
sensitive buildings constructed by the Company.
New Real Estate Projects under bidding:
Steiner signed many important contracts in 2013-14,
HREL has procured the bidding documents for re-
and the order backlog at the end of the year was CHF
development of the Parleshwar CHS at Vile Parle (East),
1,181 million. This is marginally lower than the CHF
Mumbai.
1,210 million order backlog as of March 31, 2013. The
Charosa Wineries Limited: Company has also secured projects worth more than CHF
250 million, which are yet to be formally contracted and
HREL had signed a PMC agreement with a subsidiary
therefore have not yet been included in the order book.
called Charosa Wineries Limited for providing project
management for land acquisition and related approvals, Steiner launched its new corporate identity and design
construction of various buildings, health-safety and in September 2013. The brand essence ‘Taking the
environment management. lead together’ is now being implemented on all internal
and external communication channels. The logo was
Steiner AG (formerly Karl Steiner AG) given a contemporary makeover, and yet retains its
original powerful form. A one-brand strategy has been
Steiner AG (‘Steiner’) is a leading total and general
implemented with the new corporate design. The
contracting Company in Switzerland, specialising in
competences of refurbishment and renovation, until
turnkey construction, including refurbishments and real
September 2013 presented under the Unirenova brand,
estate development. It offers services across all facets of
are now being marketed under the Steiner brand.
real estate development and construction. HCC acquired
the remaining 34% stake in Steiner through one of its
Highbar Technologies
wholly owned subsidiaries in Mauritius — which now
makes it a 100% subsidiary of the Company. On April 1, 2010, to leverage the expertise developed in
providing in-house information technology (IT) services
Revenues of Steiner increased by 4.8% from CHF 764
and cater to the IT needs of the infrastructure industry,
million in 2012-13 to CHF 798 million in 2013-14. Net HCC hived off its IT department into a separate Company
Profit remained at last year level of CHF 8.2 million (2012- called Highbar Technologies (‘Highbar’). The core team
13: CHF 8.3 million). comprises IT and infrastructure professionals who have
Steiner handed over part of the project, ‘House of Peace’, amalgamated the legacy of domain knowledge in the
in Geneva to the client in 2013-14. It forms the heart infrastructure business with IT.
of the Campus de la Paix at the headquarters of the Highbar focuses on IT implementation initiatives from a
University Institute of International and Development business transformation perspective rather than that of
Studies. Steiner has been working on this significant pure technology implementation. Gartner, the world’s
architectural project as a general contractor since leading IT research and advisory Company, has published
September 2013. The extraordinary building form made a case study on managing successful IT spin-off with
up of four petals and the twin-sided glazed facade makes Highbar as an example.
the House of Peace a real architectural highlight and an
In 2013-14, which is only the fourth year of operations,
attraction for international visitors.
Highbar was able to service 14 new customers taking
Steiner is also working on two buildings in the EPFL the total tally of clients to 78. This has been achieved
campus in Lausanne. Both buildings bear the signature at a time when the primary customer segment, the
of the architect Dominique Perrault who, among other construction industry, is dealing with multiple challenges.
things, is the creator of the National Library of France. In a short span of time, Highbar has started dominating
Both buildings are built in accordance with the Minergie the ‘IT for Infrastructure’ market. This is reflected through
Standard. The façades fulfil a consciously pursued dual the industry recognition where Highbar has been awarded
function: these are not only conducive to the optimisation as ‘Outstanding Company for IT in Infrastructure and
of energy but also provide each building with an Construction’ during the 4th EPC World Awards 2013 in
unmistakable exterior. New Delhi.
20
Highbar has now extended its scope to servicing telecom, Aluminium Project, Orissa is the most notable of them
PEB (Pre-engineered Buildings), manufacturing, retail, having crossed 17 million safe manhours.
agro-chemicals, iron and steel, media and other sectors. It
The Company is also committed to reducing the impact
has also started pursuing opportunities in the government
on environment during execution or construction of
sector and secured the first order. Its Dubai subsidiary,
projects by continuous monitoring. To achieve these
Highbar Technologies FZ-LLC, is now fully operational and
objectives, engineers and workers at various functional
has started increasing its presence counting six major
levels are trained by professional agencies.
customers in the Middle-East in short span.
M/s. TUV NORD, the certifying agency, conducted a
Highbar has grown its IT capabilities and the expertise
re-certification audit for ISO 9001: 2008, ISO 14001:2004
in various areas including ERP (Enterprise Resource
and BS OHSAS 18001:2007 to verify the status of
Planning), Business Intelligence, cloud offerings
compliance to the requirement of these standards — and
through Highbar CloudConnect, Employee Portals,
continued the validity of certificates under all three heads
CRM (Customer Relationship Management) and others.
up to March 2017.
Solutions like Highbar RapidStart and Highbar RapidStart
Analytics are based on the templatised approach for Intellectual Property Rights
ERP and Business Intelligence respectively and are During the year under review, HCC continued to pursue
intellectual properties (IP) assets of Highbar. It has its initiative on creation and protection of Intellectual
maintained a strategic alliance with SAP at the level Property Rights (IPR).
of a ‘Gold Partnership’ and is its preferred partner for
the infrastructure industry. Highbar has now ten SAP Trade Marks
endorsed case studies — which is the highest for The Company filed suit for trade mark infringement/
infrastructure industry in India. obtained registration in respect of the trademarks as per
including HCC, HCC Infrastructure, HCC Real Estate, t For infringement of its trade mark, the Company filed
Lavasa and Steiner India across the IT value chain. the suit under the Trade Marks Act, 1999 before
the Bombay High Court against ‘HCC Logistics
Operations Support Pvt. Ltd.’ Indore in December, 2010 claiming for
The operations of the different divisions are supported suitable reliefs. Honourable High Court, vide its final
by Management Systems, Intellectual Property Rights, Judgment dated 6th May, 2013 was pleased to grant
Branding and Human Resources. a perpetual injunction, restraining the defendant from
using the mark ‘HCC’ in any manner whatsoever.
Management Systems
Considering the nature of infringement and with a
HCC has adopted an Integrated Management System view to dissuade others from indulging into such
(IMS) towards Quality, Environment, Health and Safety in activities, the Honourable High Court awarded
its business practices. The objective of IMS is to inculcate punitive damages to HCC amounting to ` 1,00,000/-
a culture of continuous improvement that will enhance against the defendant.
quality of the product and maintain the highest standards
t In August, 2013, in respect of its subsidiary, HCC
of environment protection, the safety of the project team
Concessions Limited, obtained registration for the
and maximise customer satisfaction.
trade mark “HCC Concessions Limited” from the
IMS is based on standards stipulated by ISO 9001:2008 Registrar of Trade Marks, Mumbai.
for Quality; ISO 14001:2004 for Environment; and BS
OHSAS18001:2007 for Occupational Health and Safety Branding
with focuses on creating a culture that continuously Branding is not merely about communicating brand
reduces the frequency of incidents to achieve the goal of promise across multiple platforms; it is the art of
‘Zero Reportable Injuries’. To achieve this objective IMS doing so efficiently and consistently. HCC continued
has started ‘Proactive Safety Observation Programme’. its brand value enhancement initiatives through a
Eight of the Company’s projects have clocked more structured programme by various internal and external
than three million safe manhours of working. Aditya communications initiatives.
21
Branding initiatives continued at HCC’s project sites Construction Week India. This is a special jury award
with standardisation of brand practices. Brand audits for the best project of the year.
introduced two years earlier has led to uniformity across
Human Resources (HR)
project sites and awareness as well as compliance of the
corporate branding guidelines. Brand induction sessions During 2013-14, the Company’s focus continued to
were carried out to orient and refresh project brand be on further strengthening its processes and internal
champions towards the nuances of the HCC brand and its monitoring and review system. For making substantial
implementation. In addition, key organisational milestones improvement in operations, priority actions were
and the HCC Group highlights were communicated defined, implemented and monitored. These included
through the periodic in-house news magazine and annual turnover per employee, upper ceiling on indirect
e-newsletters to keep our employees informed, engaged / preliminary expenses at the sites and Head Office cost
and oriented towards the Company’s accomplishments. being limited to a percentage of turnover. Most of the
More than all else, HCC enhanced its brand value by targets were met at the project level.
delivering some of the biggest and complex infrastructure The organisation structure, work and people allocation
projects during this financial year, such as the 11 km Pir was re-calibrated to further improve efficiency and focus
Panjal Railway Tunnel - India’s longest transportation
on various business areas requiring specialised expertise
tunnel, the URI Stage II Hydro Power Project, Godavari
for execution. With most of the contracts now moving
Lift Irrigation Project - Phase I and Swarnim Gujarat
more towards EPC, in order to make the Company EPC
Kutch Water Grid (NC 31) pipeline project. A structured
ready, the structure has been designed with special
communication programme created a connect between
focus on EPC projects at the bidding and execution
HCC and the nation’s critical infrastructure projects
stage involving key functions like engineering, execution
— centered on the core philosophy of ‘Responsible
and contracts. Similarly, the new initiatives of PMC
Infrastructure’.
and Industrial Projects have been given special focus
Awards won by HCC: at the execution level, including managing and meeting
During the year, the Company won the following awards: expectations of both private and government clients.
a) CIDC Vishwakarma Award 2014 for Best Project: With most projects being awarded in the later part of
2013-14, the emphasis was on quick mobilisation of
Awarded for construction of India’s longest
manpower for new projects. Manpower allocation and re-
transportation tunnel, the 11 km Pir Panjal tunnel on
deployment with matching skill requirement from existing
the basis of its timely completion despite various
geological and technical challenges. or closing projects was another priority area which HR
focused on to ensure availability of right talent in various
b) Dun & Bradstreet Award for ‘Social Impact’
work areas. Manpower optimisation, redeployment, cost
project of the year 2013:
control will continue to be key areas of work for HR.
For construction of Nimoo Bazgo Hydel Power
The Company has been working towards institutionalising
Project at height of 11,000 ft. above the sea level
a performance-oriented culture. The entire HR system
which will provide electricity to the remote region
including recruitment, performance management system,
of Leh-Ladakh. Currently the local population and
reward and recognition has been aligned with the
military set-up in this border district depends on
diesel generators for their electricity needs. business objectives. Key management personnel at the
project sites are being evaluated on uniform parameters
c) Construction Week Award:
linked to organisational priorities. Similarly, key personnel
HCC received ‘High Impact Infrastructure Project of at the corporate office have been given organisation
the Year 2013’ award by the global editorial team of target in addition to their functional objectives.
22
Financial Review Table 2: Key Financial Ratios
2013-14 2012-13
Table 1 gives the abridged profit and loss for HCC, as a
standalone Company, while Table 2 lists the key financial PBDIT / Net Income 15.6% 9.5%
ratios.
PBT / Net Income 2.2% -5.1%
Table 1: Abridged Profit and Loss account of HCC PBT / Gross Total Income 2.1% -4.9%
(` crore)
PAT / Gross Total Income 1.9% -3.5%
2013-14 2012-13
RONW 6.4% -11.8%
Revenue
ROCE 11.5% 6.1%
Income from operations 4,113.5 3,837.3
Basic EPS (`) 1.33 (2.27)
Less: Income from JVs 74.0 0.2
Net income from operations (a) 4,039.5 3,837.1 Internal controls and their adequacy
Profit/Loss on integrated JVs (b) 3.0 (4.8) HCC has an adequate system of internal control to ensure
that the resources of the Company are used efficiently
Total (a) + (b) 4,042.5 3,832.3
and effectively, all assets are safeguarded and protected
Expenditure
against loss from unauthorized use or disposition and
Construction expenses 2,891.4 2,949.8 the transactions are authorised, recorded and reported
Staff costs 388.5 402.0 correctly, financial and other data are reliable for preparing
financial information and other data and for maintaining
Other expenditure 118.9 101.9
accountability of assets. The internal control is
Interest 607.9 544.1 supplemented by extensive programme of internal audits,
Depreciation 144.6 163.4 review by management, documented policies, guidelines
and procedures.
Total 4,151.3 4,161.2
23
Corporate Social Responsibility (CSR): Responsible Infrastructure
At HCC, CSR has effectively evolved from being Every year HCC observes World AIDS Day on 1st
engaged in passive philanthropy to corporate community December. The theme for this year is ‘Getting to Zero:
investments, which takes the form of a social partnership Zero new HIV infection. Zero discrimination. Zero AIDS
initiative creating value for stakeholders. The Company’s related deaths’.
CSR activities build an important bridge between
business operations and social commitment evolving Water
into an integral part of business functions, goals Fresh water is increasingly becoming a scarce commodity
and strategy. These activities focus on the following across the globe. HCC recognises that business survival
domains: sustainability reporting, HIV/AIDS, water, depends on ensured water availability. There is a
disaster management and various types of community compelling business case to pursue water stewardship
development. and become a water conscious Company. The Company
is committed to monitor and conserve the amount of
Sustainability Reporting
water used across its construction project sites.
HCC has received GRI grade A+ for the last four
HCC, the first Indian Company to endorse United
consecutive sustainability reports including the Fourth
Nations Global Compact’s ‘The CEO Water Mandate’
Sustainability Report, 2012-13. The partnership with
and an Industry partner of the World Economic Forum
E&Y continues, who works as the third party data
(WEF), makes it a point to embed the principles of
assurer and advisor for HCC’s report. Each site has one
water resources management in all its activities. As a
or two designated Sustainability Champions, who are
responsible corporate steward, it has always focused
trained on GRI guidelines to facilitate data collection at
on sharing best practices of water stewardship. The
site level. High level meetings with the management
Company’s water conservation initiatives were featured
representatives and respective heads of department are
in the souvenir published by CII-ITC Centre of excellence
also conducted to gather their perspective, best practices
for sustainable development during the event ‘Business
and insights to further enhance the report. Based on the
Forum on Climate Change’.
assurance process, which involves scrutiny on accuracy,
transparency, clarity, comparability and reliability of data, The World Business Council for Sustainable Development
E&Y issues the independent Assurance Statement, which (WBCSD) launched the India Water Tool on July 23,
is a criterion to achieve GRI A+ rating. 2013 to help companies better assess their water risks
and manage their water use more efficiently in India.
The Company is member of UN Global Compact
Fourteen companies from different industrial sectors,
(UNGC), TERI-World Business Council on Sustainable
including HCC, have collaborated under the umbrella of
Development and signatory to various UNGC initiatives
the WBCSD to develop the India Water Tool (IWT). HCC
including ‘Caring for Climate’, and ‘The CEO Water
became one of the few leading companies in India to
Mandate’. HCC is also founding member of World
disclose its water programme in line with CDP Water.
Resources Institute’s India GHG Program and represents
As resource partner to the FICCI Water Mission and
the infrastructure sector in the founding group.
Industry Partner to Water Resources Group 2030, HCC
actively participated in various policy dialogue at local and
HIV/AIDS
national Levels for collective actions for achieving water
Recognising the serious impact of HIV/AIDS on migrant stewardship.
workers who form the core site labour in the construction
To effectively implement the CEO Water Mandate, a
industry, HCC has formulated its HIV/AIDS Workplace
team of water experts and practitioners based at HCC’s
Policy and adopted a Workplace Intervention Programme
Head Office in Mumbai, communicate with the project
(WPI) that focuses on creating awareness and education
sites through a nodal officer (‘Water Champion’) stationed
about HIV/AIDS. To implement this, HCC has collaborated
at each site.
with International Labour Organization (ILO). The WPI
model is based on a three tier system including Training The UN Water Mandate team continued to visit HCC
of Trainers, Creating Peer Educators and Sensitization of construction sites and implemented different water
all employees including workers. initiatives for reduction, recycle, reuse, and recharge of
24
water. HCC installed two Wastewater Treatment Plants Highlights of Year 2013-2014:
of 1MLD and 5.5 MLD capacities at Kishanganga Hydel
Uttarakhand Cloudburst & Flash Floods 2013- Relief
Power Project site. In June 2013, HCC commissioned a
Operation:
decentralised waste-water treatment system at Bogibeel
Road cum Bridge Project site to treat and reuse the HCC was executing work on the Tehri Pump Storage
sewage water from toilet blocks, which has helped Plant in Garhwal, Uttarakhand when the flash floods
to conserve fresh water of about 2.8ML. The water occurred. After the disaster struck, no damages were
recycling plant at Padur Cavern Project continues to reported at the project, and all personnel of HCC were
contribute in saving fresh water to the tune of 125 ML. safe. The HCC team closely worked with the Army
for clearing debris accumulated on the roads due to
As a step towards becoming water positive, , HCC has landslides. Three landslides took place between 18th &
engaged with an NGO – Yuva Mitra – based in Sinnar 19th June and the team continuously worked to clear
Taluka of Nasik district to work on community based severe accumulation of rock and debris. Tehri served
water intervention. It has funded the work of de-silting as a base camp for all the pilgrims who were rescued
of a check dam at Ashapur village and rejuvenation by the Government and the army’s relief operations in
of associated canal system — which was built in pre- the region. All pilgrims were provided with food, water,
independence era and had subsequently deteriorated sanitation, shelter and medical facilities at HCC’s relief
over the years. Once an ever-green plateau where the camp at Tehri. Over 23,000 people availed the free food
farmers use to grow sugarcane had become a water facility set up by the Company. Over 3,000 pilgrims were
distress area. treated at the 24 hour medical facility which included
an ambulance and site medical officers. The project
All it required was to rejuvenate the canal system to
team arranged shelter for women and children at the
reduce the farmers’ dependency on ground water
project office complex. The District Magistrate, the
extraction across all seasons. After rejuvenation, the
Superintendent of Police, Ministers from West Bengal
flow of water in canal would help conserve ground water
used the HCC Project office as their camp to monitor the
through percolation and increased the water table. The
complete relief work.
canal system would also help to irrigate 102 hectares
of land by use of surface water flow and lift irrigation. Shift from Response to Disaster Risk Reduction (DRR)
Thus, apart from water conservation; this intervention and Building Resilience:
would help to boost agricultural output and, hence, Today, worldwide, the focus towards disaster
socioeconomic condition of the village. management is transitioning from relief and rehabilitation
to awareness towards DRR. Industries needs to think
Disaster Management beyond reacting to emergencies and demonstrate its
HCC is the founding member of ‘Disaster Resource commitment in risk reduction, which would result in
Network’ (DRN), an initiative led by the World Economic reducing the vulnerability of communities, better risk
Forum, Geneva. DRN India focuses on: capacity building assessment and the overall reduction of the potential
training to respond to emergency situations and support impact of disaster on their own businesses. Keeping this
view, HCC has increased its engagement with UNISDR to
to disaster relief operations. HCC, through this network
support disaster risk reduction.
has provided timely interventions in a number of rescue
and relief operations at national and international levels HCC led Private Sector Workshop for Disaster Risk
over the past decade. Resilience in India:
HCC is active member of UNISDR’s Disaster Risk In support of UNISDR, HCC in collaboration with UNGC
Reduction Private Sector Partnership (DRR-PSP) that organised the India workshop on disaster risk resilience
engages the private sector in future disaster risk on February 27, 2014 in Mumbai. There was a mix of
reduction initiatives. Mr. Ajit Gulabchand is a member participants from the corporate sector, Government
of Private Sector Advisory Board of UNISDR. He has and NGO’s. The workshop aimed at strengthening the
endorsed UNISDR’s Statement of commitment by disaster risk reduction by showcasing the paradigm shift
private sector for disaster prevention, resilience and risk in disaster management from relief centric approach to
reduction. the holistic approach and how corporate sector can play
25
a vital role. The India workshop was the first meeting t Health and Sanitation: The health support like
in Asia. The team looks forward to incorporating some ambulance facility, medical assistance was provided
of the recommendations from the workshop in the to the local from Dala, Khebisa, Baleygang and
forthcoming Asia Ministerial Conference for DRR in Guithang covering 210 people. Financial assistance
Thailand (June 2014) and subsequently at the UN World provided to Road safety and Transport authority to
Conference on DRR in March 2015 at Sendai, Japan. facilitate sanitation campaign to raise awareness
HCC invited by National Disaster Management about waste management and cleanness. Total 200
Authority (NDMA), India to represent private sector in people participated in the program.
National Consultation while drafting the policies for t Support for communal peace and Harmony: The
disaster management: financial support was given to Dharma Session
As HCC has been taking up many interventions in to maintain communal peace and prosperity at
disaster management, National Disaster Management Dagapela.
Authority (NDMA), India’s apex government body
t Provision of Infrastructure facility and disaster relief:
for disaster management invited HCC to share the
Free electricity was provided to the locals from Dala,
corporate perspective while formulation of government
Khebisa Gewog. Financial support was given to Royal
policies on two policy guidelines in March 2014. These
Bhutan Police for renovation and maintenance of
two draft policies were ‘Policy Guidelines Community
police station and school. 50 HCC employees were
Based Disaster Management’ and ‘Policy Guidelines on
deployed for two days to support in stopping the wild
Role of NGO Sector in Disaster Management’.HCC’s
fire.
recommendations on behalf of private sector were highly
appreciated and the government representatives have 2) Punatsangchhu-1: 1200 MW Hydro Electric Project:
assured that the inputs will be considered while finalising
t Skill development: HCC supported 50 Bhutanese
both the policies.
youth to participate in Training programs in Mechanic
CSR Awards in 2013-2014: Trade & Lab Technician.
t Special Jury Award in CSR, December 2013: HCC t Medical Facility: Provided free medical checkup,
was conferred special jury award at the Amity CSR medicines and free Ambulance facility to the locals.
Conclave’ 2013, organised by the Amity Global HCC along with Punatsangchhu Hydroelectric Project
Business School, Indore in December 2013. Authority (PHPA-I) Administration Wing/ Ministry
t Global Sustainability Leadership Award for the ‘Best of Health, Royal Government of Bhutan (RGoB)
Community Action’ by the World CSR Congress supported various tests like Hepatitis B, STD,
in February 2014: HCC won this award for its Diabetes,HIV test benefitting around 450 people.
community development project, ‘Ujjivana’. t Drinking Water Facility: Drinking water provided to
Community Development Initiatives the local communities through tankers.
HCC has a long tradition of contributing to and investing t 500 People were provided with agro shed net roll
in communities in and around its project sites. HCC has to the Langlytsawa settlement (local public) with
undertaken several initiatives that have made a lasting collaboration of PHPA-I
impact on the economic, environmental and social
t HCC provided Sponsorship for the 17th National
conditions of local people.
Yangphel Archery Tournament- 2013
Some case examples of site specific CSR initiatives:
t Participated in Move For Health Walk -2013 with
1) Dagachhu 114 MW Hydro Electric Power project, collaboration with Ministry of Health and local
Bhutan: Administration RGoB. Honorable Lyonchen Thering
t Drinking Water supply to the Local community and Tobgay, Prime Minister of Bhutan, Lyonchen Tandin
School: The drinking water supply provided to local Wangchuk, Health minister and other high ranking
villages viz. Dala, Khebisa and Baleygang supporting dignitaries together with PHPA-I Management team
around 220 people. participated in the said walk.
26
t Sponsored prizes for the India House Golf Club, India Dream Foundation. Training was organised for
Embassy of India Thimphu –Around 150 participants the local women to access the credit linkages through
include Royalty , Ministers, Senior Civil Service banks, accounting and operation of self help groups to
Officers, Officers of the armed forces of RGoB, help them take up employment-cum-income generation
Luminaries from the corporate world and Business programmes by enhanced production skills and improved
Personalities. access to market.
t HCC supported an Indo-Bhutan joint initiative “6th
Hydro Vision Conclave 2013” as an associate partner
Solid Waste Management system for
along with Enertia Foundation. Navagaon
Some of the other community development activities HCC has successfully implemented a Solid Waste
beyond fence taken up during the financial year 2013-14 Management System in partnership with Kihim Gram
are listed below. panchayat for Kihim village about two years ago. Inspired
by the initiatives taken at Kihim, the neighbouring village
Project Tatisal Navagaon approached HCC to support them to set
up a similar system at their village. HCC carried out
HCC is constructing a rail-cum-road bridge on the river
a feasibility study at Navagaon and facilitated them to
Brahmaputra near Bogibeel in Dibrugarh district of Assam.
get financial assistance from Rashtriya Chemicals and
As part of a community development initiative, HCC
took up Project Tatisal to help revive the traditional art of Fertilizers (RCF) Ltd., who are operating in the vicinity
hand-made weaving in the neighbouring communities of of Navagaon. HCC donated 30 dustbins and also helped
the project area in November 2013. The traditional looms the gram panchyat to hold meetings with different
used by the locals are called Tatisal in Assamese, hence stakeholders like community leaders, and government
the name of the project. It is being done in collaboration officials to garner support from RCF in procuring the
with an NGO, the Aurobindo Choudhuri Memorial Great garbage-disposal van for Navagaon village.
27
Report on Corporate Governance
HCC’s business strategy focuses on creating sustainable • Apart from receiving Director’s remuneration, do
long term value for all its stakeholders including members, not have any material pecuniary relationships or
customers, partners, employees and the society at large. transactions with the Company, its Promoters,
The Company’s governance structure including systems, Directors, Senior Management or its Holding
processes and principles enable HCC Company, Subsidiaries and Associates which may
to realise its long term goals. affect independence as a Director;
HCC takes pride in being a responsible corporate citizen • Are not related to Promoters or persons occupying
and has strong ethics. This is reflected in its sense of management positions at the Board level or at one
principles, which focuses on integrity and fairness in all level below the Board;
dealings, which are periodically disclosed in the most • Have not been executive(s) of the Company in the
transparent manner possible. immediately preceding three financial years;
In addition, the Company has a strong sense of • Are not partner(s) or executive(s) or were not
participation in community development. Its established partner(s) or executive(s) during the preceding three
systems encourage and recognize employee participation years, of any of the following:
in environmental and social initiatives that contribute to
i. Statutory audit firm or the internal audit firm that
organizational sustainability, conservation of energy, and
is associated with the Company
promotion of safety and health.
ii. Legal firm(s) and consulting firm(s) that have a
The entire governance structure is actively supervised by material association with the Company.
a Board of Directors, who oversee management activities
• Are not material supplier(s), service provider(s) or
and ensures their effectiveness in delivering member
customer(s) or lessor(s) or lessee(s) of the Company,
value. To implement this, HCC has always strived to
which may affect independence of the Director;
promote an informed Board that functions independently.
• Are not substantial shareholders of the Company
This Chapter reports the Company’s compliance with
i.e. do not own two per cent or more of the block of
the Clause 49 of the Listing Agreement with the Stock
voting shares;
Exchange and also highlights some of the better practices,
which are non-mandatory. • Are not less than 21 years of age.
28
Table 1: Details of the Board of Directors as on March 31, 2014
Name of the Category Number of Number Whether Number of Committee Positions *# Whether having any
Director Board of Board attended Directorships pecuniary or business
Chairman Member
meetings meetings last AGM of other public relation with the
held attended companies* Company.
* Excludes private limited companies, foreign companies and companies registered under section 25 of the Companies Act, 1956 (i.e.
associations not carrying on business for profit or which prohibits payment of dividend).
# Chairmanship/Membership of Audit Committee and Shareholders’/ Investors’ Grievance Committee in public companies (including that of
Hindustan Construction Company Limited) have been considered.
$ Mr. Y. H. Malegam had retired as a Director at the last AGM held on June 21, 2013.
*** Mr. Nirmal P Bhogilal had resigned as a Director w.e.f. October 23,2013.
@ Dr. Ila Patnaik had resigned as a Director w.e.f April 30, 2014.
^ Mr. Arun V. Karambelkar had resigned as a Whole-time Director & appointed as “President & CEO-E&C w.e.f April 29, 2014 at the Board
Meeting held on May 2, 2014.
29
(d) Information to the Board • Non-compliance of any regulatory, statutory or listing
requirements and members’ service such as non-
A detailed agenda folder is sent to each Director in advance
payment of dividend, delay in share transfer, etc.
of the Board Meetings. As a policy, all major decisions
involving investments and capital expenditure, in addition to The Board periodically reviews compliance reports of
matters which statutorily require the approval of the Board all laws applicable to the Company, prepared by the
are put up for consideration of the Board. Inter alia, the Management as well as steps taken by the Company to
following information, as may be applicable and required, is rectify instances of non-compliances, if any. Further, the
provided to the Board as a part of the agenda papers. Board also reviews the Annual financial statements of the
• Annual operating plans and budgets and any updates Unlisted Subsidiary Companies. In addition to the above,
pursuant to Clause 49 of the Listing Agreement, the
• Capital budget-purchase and disposal of plant,
Minutes of the Board Meetings of the Company’s Unlisted
machinery and equipment.
Subsidiary Companies and a statement of all significant
• Quarterly, Half yearly and Annual results of the transactions and arrangements entered into by the Unlisted
Company. Subsidiary Companies are placed before the Board.
• Minutes of the Meetings of the Audit Committee and (e) Directors with pecuniary relationship or
other Committees of the Board. business transaction with the Company:
• Information on recruitment and remuneration of senior The Chairman & Managing Director and the Whole time
officers just below the Board level. Directors receive Salary, Perquisites and Allowances, while
• Materially important show cause, demand, all the Non-Executive Directors receive Sitting Fees. In
prosecution notices and penalty notices, if any. addition, Prof. Fred Moavenzadeh, Non-Executive Director,
is paid Technical Fees and Dr. Ila Patnaik, Non Executive
• Fatal or serious accidents, dangerous occurrences, any
Director is paid Professional Fees, details of which are
material effluent or pollution problems.
given in Table 2.
• Any material default in financial obligations to and by
(f) Remuneration to Directors:
the Company, or substantial non-payments by clients.
The below Table 2 gives the details of remuneration paid
• Any issue, which involves possible public or product
to Directors for the year ended March 31, 2014 along with
liability/claims of substantial nature, including any
the details of outstanding Stock Options granted to them.
judgments or orders which may have passed strictures
on the conduct of the Company or taken an adverse The Company did not advance any loans to any of its
view regarding another enterprise that can have Directors during 2013-14.
negative implications on the Company.
Ms. Shalaka Gulabchand Dhawan, Vice President –
• Details of any joint venture agreement or collaboration Business Development of the Company is the daughter of
agreement. Mr. Ajit Gulabchand, Chairman & Managing Director of the
• Transactions that involve substantial payment towards Company. The gross remuneration paid to her, for the year
goodwill, brand equity or intellectual property. ended March 31, 2014, was `1.06 crore which is within the
limits approved by the members and Central Government
• Significant labour problems and their proposed
in accordance with erstwhile Section 314(1B) of the
solutions. Any significant development in human
Companies Act, 1956.
resources or on the industrial relations front such as
signing of wage agreement, etc. Mr. Arjun Dhawan, President – HCC Infrastructure, is the
son-in-law of Mr. Ajit Gulabchand, Chairman & Managing
• Sale of material nature, of investments, subsidiaries,
Director of the Company. The gross remuneration, paid to
assets, which are not in the normal course of
him, for the year ended March 31, 2014, was `2.55 crore.
business.
The remuneration so paid is well within the limits approved
• Quarterly details of foreign exchange exposure and by the members and Central Government in accordance
the steps taken by the Management to limit the risk of with erstwhile Section 314(1B) of the Companies Act,
adverse exchange rate movement, if material. 1956.
30
Table 2: Remuneration paid to Directors
Name of the Director Salaries, Commission Sitting fees* Technical / Total (`) No. of
perquisites Professional outstanding
& Allowances+ fees# stock options$
Ajit Gulabchand**
10,65,60,000 - - - 10,65,60,000 Nil
(Chairman & Managing Director)
Y. H. Malegam@ - - 40,000 - 40,000 Nil
K. G. Tendulkar@ - - 20,000 - 20,000 Nil
Rajas R. Doshi - - 2,40,000 - 2,40,000 54,880
Ram P. Gandhi - - 3,00,000 - 3,00,000 54,880
Prof. Fred Moavenzadeh - - 40,000 30,60,000 31,00,000 54,880
D. M. Popat - - 1,20,000 - 1,20,000 54,880
Sharad M. Kulkarni - - 2,20,000 - 2,20,000 48,600
Nirmal P. Bhogilal@ - - 60,000 - 60,000 Nil
Anil C. Singhvi - - 4,40,000 - 4,40,000 54,880
Dr. Ila Patnaik - - 80,000 5,50,000 6,30,000 Nil
Rajgopal Nogja
(Group Chief Operating Officer & 4,17,29,807 - - - 4,17,29,807 2,74,560
Whole-time Director)
Arun V. Karambelkar (President &
3,05,28,000 - - - 3,05,28,000 4,39,200
Whole-time Director)
Total 17,88,17,807 - 15,60,000 36,10,000 18,39,87,807 10,36,760
** Remuneration paid to Chairman & Managing Director is in excess of the limits specified in Schedule XIII of the Companies Act, 1956. The
Company has made an application seeking approval from Central Government for payment of managerial remuneration in excess of the limits
specified under the Companies Act, 1956, for the financial year ended March 31, 2014. Approval is awaited.
+ Perquisites include Company’s contribution to Provident Fund and Superannuation Fund.
* Sitting fees comprises payment made to Non-executive Directors for attending Board meetings and/or Board Committee meetings.
# Technical/Professional fees paid for rendering technical / professional services (excluding Service Tax) is in accordance with Section 309(1) of the
Companies Act 1956.
$ As on March 31, 2014 ,10,36,760 Stock Options (comprising vested after adjustment for lapsed and exercised options), in aggregate are
outstanding to the account of the Directors, which can be exercised at an exercise price of ` 52.03 per Stock Option as per the exercise
schedule.
@ Remuneration paid for the period upto the time of retirement /resignation of Directors respectively.
(g) Details of Equity Shares held by the Non- (h) Code of Conduct
Executive Directors The Board of Directors has laid down two separate Codes
While the details of outstanding stock options held by of Conduct (‘Code(s)’), one for the Non-Executive Directors
Non-Executive Directors have been disclosed in Table 2, and the other for Executive Directors and designated
the details of the Equity Shares held by the Non-Executive employees in the Senior Management. These Codes have
Directors as on March 31, 2014 is given in Table 3. been posted on the Company’s website –
Table 3: Details of Equity Shares held by Non-Executive Directors www.hccindia.com. All the Board Members and Senior
as on March 31, 2014 Management personnel of the Company have affirmed
compliance with the Code of Conduct as applicable to
Name of the Director Number of Shares
them, for the year ended March 31, 2014. A declaration
Rajas R. Doshi 32000 to this effect signed by Mr. Ajit Gulabchand, Chairman &
Ram P. Gandhi 48000 Managing Director is annexed to this Report.
Prof. Fred Moavenzadeh Nil
D.M. Popat Nil
Sharad M. Kulkarni 20000
Anil C. Singhvi 33720
Dr. Ila Patnaik Nil
31
II) Board Committees The Chairman of the Audit Committee was present at the
Annual General Meeting of the Company held on June 21,
The Board of Directors has constituted five Board
2013 to answer member queries.
Committees viz. Audit Committee, Nomination and
Remuneration Committee, Stakeholders Relationship In accordance with Section 177(1) of the Companies Act,
2013 and as per the requirements of SEBI Circular dated
Committee, ESOP Compensation Committee and CSR
April 17, 2014 for amendment to Equity Listing Agrement
Committee. All decisions pertaining to the constitution of
(which is effective from October 1, 2014) , the Board of
Committees, appointment of members and fixing of terms
Directors of the Company at their meeting held on
of reference / role of the Committees are taken by the May 2, 2014, have approved new terms of reference for
Board of Directors. Details on the role and composition of the Audit Committee and thereupon the revised terms
these Committees, including the number of meetings held of reference of the Audit Committee are in conformity
during the financial year and attendance at meetings, are with the requirements of Clause 49 (III)(D) of the revised
provided below. Listing Agreement and Section 177(1) of the Companies
Act, 2013. Further the Audit Committee has been granted
(a) Audit Committee
powers as prescribed under Clause 49 (III)(C ) of the Listing
As on March 31, 2014, the Audit Committee comprises Agreement.
of four Independent Directors. viz Mr. Sharad M. Kulkarni
The terms of reference of the Audit Committee includes
- (Chairman), Mr. Rajas R. Doshi , Mr. Anil C. Singhvi and
the following:
Mr. D. M. Popat. Mr. D. M. Popat was appointed as a
member in place of Mr. Ram Gandhi who resigned w.e.f. • Oversight of the Company’s financial reporting
process and disclosure of its financial information
October 31, 2013. All Members of the Audit Committee
to ensure that the financial statements are correct,
possess accounting and financial management knowledge.
sufficient and credible;.
The Senior Management team i.e. Chairman & Managing
• Recommendation for appointment, remuneration and
Director, Group Chief Operating Officer & Whole-time
terms of appointment of auditors of the Company; .
Director, President & CEO - E&C, Group Chief Financial
Officer, Business Heads, the Head of Internal Audit and • Approval of payment to statutory auditors for any other
the representative of the statutory auditors are invited for services rendered by the statutory auditors;
the meetings of the Audit Committee. Mr. Vithal P. Kulkarni, • Reviewing, with the Management, the annual financial
Company Secretary is the Secretary to this Committee. statements and auditor’s report thereon before
submission to the Board for approval, with particular
The Audit Committee met five times during the year on
reference to:
April 22, 2013, May 1, 2013, August 1, 2013, October
31, 2013 and January 30, 2014. The maximum time gap - Matters required to be included in the Director’s
between any two consecutive meetings did not exceed Responsibility Statement to be included in the
four months. The minutes of the meetings of the Audit Board’s Report in terms of clause (c) of sub-
section 3 of Section 134 of the Companies Act,
Committee are noted by the Board. The details of the
2013.
composition of the Committee, meetings held, attendance
at the meetings along with sitting fees paid, are given in - Changes, if any, in accounting policies and
Table 4. practices and reasons for the same.
Name of the Member Category Position No. of meetings No. of meetings Sitting fees
held attended paid (`)
Sharad M. Kulkarni Independent Director Chairman 5 5 1,00,000
Ram P. Gandhi@ Independent Director Member 5 3 60,000
Rajas R. Doshi Independent Director Member 5 4 80,000
Anil C. Singhvi Independent Director Member 5 5 1,00,000
D. M. Popat@ Independent Director Member 5 1 20,000
@ Mr. D. M. Popat was appointed as a member in place of Mr. Ram Gandhi who resigned w.e.f. October 31, 2013.
32
- Significant adjustments made in the financial audit as well as post-audit discussions to ascertain any
statements arising out of audit findings. area of concern;.
- Compliance with listing and other legal • To look into the reasons for substantial defaults in the
requirements relating to financial statements. payment to depositors, debenture holders, members
- Disclosure of any related party transactions. (in case of non-payment of declared dividends) and
creditors;
- Qualifications in the draft audit report.
• To review the functioning of the Whistle Blower
• Reviewing with the Management, quarterly financial
mechanism/Vigil mechanism.
statements before submission to the Board for
approval; • Approval of appointment of CFO( i.e. the whole-
time Finance Director or any other person heading
• Reviewing with the Management, the statement
the finance function or discharging that function )
of uses/application of funds raised through an
after assessing the qualifications, experience and
issue(public issue, rights issue, preferential issue,
background, etc of the candidate;
etc.), the statement of funds utilized for purposes
other than those stated in the offer document/ • Carrying out any other functions as specified in the
prospectus/notice and the report submitted by the terms of reference, as amended from time to time.
monitoring agency monitoring the utilisation of Review of Information by Audit Committee :
proceeds of a public or rights issue, and making
appropriate recommendations to the Board to take up The Audit Committee shall mandatorily review the
steps in this matter; following information:
• Review and monitor the auditor’s independence and • Management discussion and analysis of financial
performance, and effectiveness of audit process; condition and results of operations;
• Reviewing the findings of any internal investigations This Committee met twice during the financial year i.e.
by the internal auditors into matters where there is on May 3, 2013 and October 31, 2013. The Minutes of
suspected fraud or irregularity or a failure of internal the Remuneration Committee Meetings are noted by the
control systems of a material nature and reporting the Board.
matter to the Board;
The details of the composition of the Committee, meetings
• Discussions with the statutory auditors before the held, attendance at the meetings along with sitting fees
audit commences, about the nature and scope of the paid, are given in Table 5.
33
Table 5: Details of the Remuneration Committee
Name of the Member Category Position No. of Meetings No. of Meetings Sitting fees paid
held attended (`)
Anil C. Singhvi$ Independent Director Chairman 2 2 40,000
Nirmal P. Bhogilal* Independent Director Member 2 1 20,000
Ram P. Gandhi Independent Director Member 2 2 40,000
D. M. Popat* Independent Director Member 2 1 20,000
*Mr. Nirmal P Bhogilal resigned as Chairman and Mr. D. M. Popat was appointed as a member in his place, w.e.f. October 31, 2013.
Mr. Anil C. Singhvi was appointed as the Chairman w.e.f. October 31, 2013.
$
In accordance with Section 178 of the Companies Act, Remuneration was paid to Mr. Ajit Gulabchand, Chairman
2013 and as per the requirements of SEBI Circular dated & Managing Director, Mr. Rajgopal Nogja, Group Chief
April 17, 2014 for amendment to Equity Listing Agrement Operating Officer & Whole-time Director and Mr. Arun V.
(which is effective from October 1, 2014) , the Board of Karambelkar, President & Whole-time Director pursuant
Directors of the Company at their meeting held on to the approval of the Members, Board of Directors and
May 2, 2014, have approved the change in nomenclature Remuneration Committee of the Board. In view of the
of the Remuneration Committee to Nomination and inadequacy of profits incurred by the Company for the
Remuneration Committee and have revised their role as year ended March 31, 2014, the remuneration paid to
under: Chairman & Managing Director is subject to the approval
of the Central Government under the provisions of the
The revised role of the Nomination and Remuneration
Companies Act, 1956.
Committee, inter-alia, includes the following:
• Identifying persons who are qualified to become (c) Stakeholders Relationship Committee
directors and who may be appointed in senior (formerly termed as Shareholders’/ Investors’
management in accordance with the criteria laid down, Grievance Committee
and recommend to the Board their appointment and This Committee comprises four Directors viz. Mr. Ram
removal. P. Gandhi – (Chairman), Mr. Rajas R. Doshi, Mr. Ajit
• Formulation of criteria for evaluation of Independent Gulabchand, Chairman & Managing Director and
Directors and the Board; Mr. Rajgopal Nogja, Group Chief Operating Officer &
• Formulation of the criteria for determining Whole-time Director. Mr. K. G. Tendulkar had resigned
qualifications, positive attributes and independence on June 21, 2013 and Mr. Rajgopal Nogja was appointed
of a director and recommend to the Board a policy, on the same date, as a member of the Committee. The
relating to the remuneration of the directors, key Company Secretary, Mr. Vithal P. Kulkarni is the Compliance
managerial personnel and other employees; Officer of the Company.
• Devising a policy on Board diversity; During 2013-14, the Committee met four times on
May 1, 2013, August 1, 2013, October 31, 2013 and
Remuneration Policy
January 30, 2014. The Minutes of the Shareholders’/
The Non-Executive Directors (NEDs) are paid sitting fees Investors’ Grievance Committee are reviewed and noted by
for attending the Meetings of the Board of Directors the Board.
and the Board Committees, which are within the limits
The details of the composition of the Committee, meetings
prescribed by the Central Government. The Company
held, attendance at the meetings along with sitting fees
pays a sitting fee of ` 20,000 to each NED for every Board
paid, are given in Table 6
meeting or Board constituted Committee Meeting attended
by such Director.
34
During 2013-14, 806 queries/complaints were received by the Company from members/investors/authorities, all of which
have been redressed / resolved to date, satisfactorily as shown in Table 7. As on date, there are no pending share transfers/
complaints/queries pertaining to the year under review.
Table 7: Details of investor queries/complaints received and attended during 2013-14
Pending as on Received during Redressed Pending as on
Nature of Queries/ Complaints
April 1, 2013 the year during the year March 31, 2014
1. Transfer/Transmission/Issue of Duplicate - 53 53 -
Share Certificates
2. Non-receipt of Dividend - 597 597 -
3. Dematerialisation/ Rematerialisation of - 2 2 -
Shares
4. Complaints received from :
a. Securities and Exchange Board of India - 6 6 -
b. Stock Exchange(s) / NSDL / CDSL - - - -
c. Registrar of Companies / Ministry of - - - -
Corporate Affairs / Others
d. Advocates - - - -
e. Consumer Forum/Court Case - - - -
5. Others - 148 148 -
Grand Total - 806 806 -
The Committee deals with the following matters: The ESOP Compensation Committee deals with various
• Noting transfer/transmission of shares. matters relating to:
• Review of dematerialised/rematerialised shares and all a) The number of options to be granted under the
other related matters. Employees Stock Option Scheme per employee and in
aggregate.
• Monitors expeditious redressal of Investor grievance
matters received from Stock Exchanges, SEBI, ROC, b) The conditions under which option vested in
employees may lapse in case of termination of
etc.
employment for misconduct.
• Monitors redressal of queries/complaints received
c) The exercise period within which the employee should
from members relating to transfers, non-receipt of
exercise the options and that options would lapse
Annual Report, dividend etc.
on failure to exercise the options within the exercise
• All other matters related to shares/debentures. period.
In accordance with Section 178(5) of the Companies Act, d) The specified time period within which the employee
2013 and as per the requirements of SEBI Circular dated shall exercise the vested options in the event of
April 17, 2014 for amendment to Equity Listing Agrement termination or resignation of an employee.
(which is effective from October 1, 2014), the Board of
e) The right of an employee to exercise the options
Directors of the Company at their meeting held on
vested in him at one time or at various points of time
May 2, 2014, have approved the change in nomenclature of
within the exercise period.
the Shareholders Grievances Committee to Stakeholders
Relationship Committee and enhanced their role. Therefore f) The procedure for making a fair and reasonable
the said Committee shall in addition to the above role, also adjustment to the number of options and to the
consider and resolve the grievances of debenture holders, exercise price in case of corporate actions such as
deposit holders and other security holders of the Company. rights issues, bonus issues, merger, sale of division
and others.
(d) ESOP Compensation Committee
g) The grant, vest and exercise of options in case of
The ESOP Compensation Committee comprises three
employees who are on long leave.
Directors. viz. Mr. Sharad M. Kulkarni (Chairman), Mr. Ram
P. Gandhi and Mr. Rajgopal Nogja who was appointed as h) Allotment of shares upon exercise of options.
member of the committee w.e.f. June 21, 2013 in place of No meetings of the ESOP Compensation Committee were
Mr. K. G. Tendulkar. held during 2013-14.
35
(e) Corporate Social Responsibility (CSR) as strategic risks, business risks or reporting risks.
Committee : The former looks at all risks associated with the longer
term interests of the Company. The latter look at risks
In accordance with Section 135 of the Companies
associated with the regular functioning of each of the
Act, 2013, the Board of Directors of the Company at
processes and the risks associated with incorrect or
their meeting held on May 2, 2014, have approved the
untimely financial and non-financial reporting.
constitution of the CSR Committee which comprises three
directors viz. Mr. Ajit Gulabchand (Chairman), Mr. Rajas R. To address these risks in a comprehensive manner,
Doshi and Mr. Ram P. Gandhi and defined the role of the each risk is mapped to the concerned department for
Committee, which is as under: further action. Based on this framework, HCC has set
in place various procedures for Risk Management.
• Formulate and recommend to the Board, a Corporate
Social Responsibility Policy which shall indicate (d) Subsidiary Companies
the activities to be undertaken by the Company as In accordance with Clause 49(III) of the Listing
specified in Schedule VII of the Companies Act, 2013. Agreement with stock exchanges, HCC Real Estate
• Recommend the amount of expenditure to be incurred Limited (HREL) Lavasa Corporation Limited (Lavasa)
on the activities referred in the CSR policy and HCC Concessions Ltd. are three material non-
listed Indian subsidiaries of the Company whose
• Monitor the CSR Policy of the Company and its
individual turnover or net worth (i.e. paid-up capital
implementation from time to time.
and free reserves) exceed 20% of the consolidated
• Such other functions as the Board may deem fit.
turnover or net worth respectively, of the Company
and its subsidiaries in the immediately preceding
III) Management
financial year.
Management Discussion and Analysis Report
Mr. Sharad M. Kulkarni, Independent Director of the
Management Discussion and Analysis is given in a Company is a Director on the Board of HREL and
separate section forming part of the Directors’ Report in Lavasa and Mr. Ram P. Gandhi, Independent Director
this Annual Report. of the Company is a Director on the Board of Lavasa.
Mr. Anil Singhvi, Independent Director of the Company
Disclosures
is also a Director on the Board of Lavasa.
(a) Related Party Transactions
Mr. Rajas R Doshi , Independent Director of the
Details of materially significant related party Company has been appointed as a Director on the
transactions i.e. transactions of the Company of Board of HCC Concessions Limited .
material nature with its promoters, the Directors or the
The Subsidiaries of the Company function
management, their subsidiaries or relatives, etc. are
independently, with an adequately empowered Board
presented under Note No. 50 of the Balance Sheet. All
of Directors and necessary management resources.
details on the financial and commercial transactions,
where Directors may have a potential interest, are For effective governance, the Company overviews
provided to the Board. The interested Directors the performance of its subsidiaries, inter alia, in the
following manner:
neither participate in the discussion, nor vote on such
matters. During 2013-14, there were no related party • The financial statements, in particular, the
transaction of material nature that may have a potential investments made by the unlisted subsidiary
conflict with the interests of the Company. companies, are reviewed by the Audit Committee
and the Board of Directors of the Company.
(b) Accounting treatment in preparation of financial
statements • The Minutes of the Board Meetings of the
subsidiary companies are placed before the Board
The Company has followed the Accounting standards
of Directors of the Company for their review.
notified by The Companies (Accounting Standards)
Rules, 2006, as amended from time to time, in Details of all significant transactions and arrangements
preparation of its financial statements. entered into by the unlisted subsidiary companies are
periodically placed before the Board of Directors of the
(c) Risk Management Company.
The Company has established a well-documented (e) Code for Prevention of Insider Trading Practices
and robust risk management framework. Under this
The Company has instituted a comprehensive Code
framework, risks are identified across all business
for prevention of Insider Trading, for its Directors and
processes of the Company on continuous basis. Once
designated employees, in compliance with Securities
identified, these risks are systematically categorised
36
and Exchange Board of India (Prohibition of Insider of the Company as per the Listing Agreement
Trading) Regulations, 1992, as amended from time to requirements viz., Mr. Rajas R. Doshi, Mr. Ram P.
time. Gandhi, Mr. D. M. Popat , Mr. Sharad M. Kulkarni and
The objective of this Code is to prevent purchase and/ Mr. Anil C. Singhvi. All these Independent Directors
or sale of shares of the Company by an insider on the had been appointed vide member’s’s resolution
basis of unpublished price sensitive information. Under in terms of the provisions of the Companies Act,
this Code, Directors and designated employees are 1956 as Directors’ whose period of office is liable to
completely prohibited from dealing in the Company’s determination by retirement by rotation.
shares when the Trading Window is closed. Further The Company has received declarations from all the
the Code specifies the procedures to be followed above Independent Directors stating that they meet
and disclosures to be made by Directors and the with the criteria of Independence as prescribed under
designated employees, while dealing with the shares sub-section (6) of Section 149 of the Companies Act,
of the Company and enlists the consequences of any 2013.
violations. Mr. Vithal P. Kulkarni, Company Secretary,
The Board of Directors of the Company , after
has been designated as the Compliance Officer for
reviewing the declarations submitted by the above
this Code.
Independent Directors is of the opinion that the
(f) CEO/CFO Certification said Directors meet the criteria of Independence as
As required under Clause 49 (V) of the Listing per Section 149(6) of the Companies Act, 2013 and
Agreement with the Stock Exchanges, the Chairman the rules made thereunder and also meet with the
& Managing Director and the Group Chief Financial requirements of Clause 49 of the Listing Agreement
Officer of the Company have certified to the Board with the Stock Exchanges, for being the Independent
regarding the Financial Statements for the year ended Directors on the Board of the Company and are also
March 31, 2014 which is annexed to this Report. independent of the management.
(g) Pledge of Equity Shares Of the above Independent Directors, Mr. Ram P.
During the year 2012-13, Hincon Holdings Ltd., Gandhi and Mr. Sharad M. Kulkarni retire by rotation
promoter Company of HCC, had pledged its at the ensuing Annual General Meeting and being
20,07,03,600 equity shares of ` 1 each of HCC in eligible and offering themselves for appointment, are
favour of 3i Infotech Trusteeship Services Ltd., the proposed to be appointed as Independent Directors of
Security Trustees for the CDR Lenders in accordance the Company under the Companies Act, 2013 to hold
with the requirement of CDR package approved for office for 3 (three) consecutive years for a term upto
the Company by the Corporate Debt Restructuring the conclusion of 91st Annual General Meeting of the
(CDR) Cell under the regulatory framework of RBI. Company in the calendar year 2017.
No other pledge has been created over the equity The proposal for appointment for the other
shares held by the other Promoters and/or Promoter Independent Directors under the Companies Act, 2013
Group Shareholders as on March 31, 2014. shall be taken up for approval of the Members of the
The aggregate shareholding of the Promoters and Company as and when the tenure of their respective
Members of the Promoter Group as on March 31, Directorships would expire at the Annual General
2014, was 24,17,99,394 Equity Shares of ` 1 each Meetings following the forthcoming AGM of the
representing 39.86% of the paid-up Equity Share Company.
Capital of the Company. Detailed profile of the Directors who are seeking
appointment as Independent Directors under
IV) Shareholder Information the Companies Act, 2013 is as below. The same
(a) Disclosures regarding the Board of Directors: has also been covered under the Explanatory
Statement to the Notice which is forming part of
As per the provisions of Section 152 of the Companies
the Annual Report of the Company:
Act, 2013, Prof. Fred Moavenzadeh, Director of the
Company retires by rotation at the ensuing Annual Mr. Ram P. Gandhi
General Meeting. Prof. Fred Moavenzadeh has Mr. Ram P. Gandhi is an Independent Director of the
expressed his intention not to seek re-election as a Company. He joined the Board of Directors of the
Director of the Company. Company in August 1999.
There are five Independent Directors on the Board Mr. Ram P. Gandhi, holds a Bachelors Degree in
37
Commerce and is a Diploma Holder in Financial of Audit Committee and member of Remuneration
Management. He is a leading businessman and Committee of Styrolution ABS (India) Ltd. and
ex-president of the Indian Merchants’ Chamber. Mr. Chairman of Audit Committee and member of
Gandhi is a Director on the Board of various other Remuneration Committee of Camlin Fine Sciences
Companies viz., Youngbuzz India Ltd., Hincon Finance Ltd. Also , he is a member of Audit Committee and
Ltd., Western Securities Ltd., Hincon Holdings Remuneration Committee of KEC International Ltd.
Ltd., HCC Construction Ltd., Lavasa Corporation Ltd., and Navin Flourine International Limited. He is the
Beacons Pvt. Ltd., Pravinchandra Pvt. Ltd. and The Chairman of Audit Committee of Styrolution India Pvt.
States’ People Private Ltd. Ltd. and member of Audit Committee of J M Financial
He is also the Chairman of the Shareholders’/ Trustee Co. Pvt. Ltd.
Investors’ Greivances Committee and member of (b) Means of Communication:
Remuneration Committee, ESOP Committee and In accordance with Clause 54 of the Listing
Selection Committee of the Board of the Company and Agreement, the Company has maintained a functional
member of ESOP Committee of Lavasa Corporation website at
Ltd. www.hccindia.com containing basic information
Mr. Sharad Kulkarni about the Company viz., details of its business,
financial information, shareholding pattern, compliance
Mr. Sharad M. Kulkarni is an Independent Director of
with corporate governance, contact information
the Company. He joined the Board of Directors of the
of the designated officials of the Company who
Company in August 2001.
are responsible for assisting and handling investor
Mr. Sharad Kulkarni, holds a Bachelor’s Degree in grievances etc. The contents of the said website are
Engineering (B. E.) from University of Pune and is a updated from time to time.
Fellow of the Institute of Engineers, India. He has
The quarterly and annual results are published in
been a Fellow of Institution of management, UK and
Business Standard (English) and Sakal (Marathi), which
Fellow of Institute of Directors, UK.
are national and local dailies respectively and also
He is a Business Advisor and Management displayed on the Company’s website for the benefit of
Consultant.His area of expertise covers Business the public at large.
development, International Alliance management,
Presentations made to institutional investors or
Strategic Planning, Management and Technology
to analysts, are also immediately uploaded on the
Institutions of learning, Venture funding and Corporate
website of the Company.
Governance.
Further, the Company disseminates to the Stock
He is also on the board of other companies Bayer Crop
Exchanges (i.e. BSE and NSE), wherein its equity
Science Ltd., Camlin Fine Chemicals Ltd., Styrolution
shares are listed, all mandatory information and price
ABS (India) Ltd., KEC International Ltd., Navin Fluorine
sensitive/ such other information, which in its opinion,
International Ltd., HCC Real Estate Ltd., J M Financial
are material and/or have a bearing on its performance/
Trustee Company Pvt. Ltd., Raychem RPG Ltd., RPG
operations and issues press releases , wherever
Enterprises Ltd., Styrolution India Pvt. Ltd. and Lavasa
necessary, for the information of the public at large.
Corporation Ltd.
For the benefit of the members, a separate email
He is associated with several NGO’s and Educational
id has been created for member correspondence
Trusts. He has held senior positions of CEO &
viz., [email protected]
President with major International and Indian
Corporate entities during his 40 years career span. (c) General Body Meetings:
He is Chairman of the Audit Committee and ESOP The Company convenes the Annual General Meeting
Committee of the Company and member. He (AGM) generally within three months from the end of
is also the Chairman of the Audit Committee of the financial year.
Lavasa Corporation Ltd. and a member of the Audit Postal Ballot
Committee of HCC Real Estate Limited.
No resolutions were passed by postal ballot in the year
Besides, he is also the Chairman of the Audit under review.
Committee and member of Shareholders Grievance
None of the Businesses proposed to be transacted in
Committee and Remuneration Committee of Bayer
the ensuing Annual General Meeting require passing
Crop Science Limited. Further, he is also the Chairman
of a resolution through Postal Ballot.
38
Details of the AGM held in the last three years alongwith special resolutions passed thereat:
Day, Date
Financial Year Venue Particulars of special resolution passed
& Time
2010-11 (AGM) Friday Walchand Hirachand Hall, Indian Enabling Resolution for Issuance of Equity
June 10, 2011 Merchants’ Chamber, Indian Shares / Securities under Section 81 (1A) of
11.00 A.M. Merchants’ Chamber Marg, the Companies Act, 1956 for an amount not
Churchgate, Mumbai-400 020 exceeding ` 1500 crore
2011-12 (AGM) Friday Walchand Hirachand Hall, Indian 1. Approval of shareholders for payment
June 15, 2012 Merchants’ Chamber, Indian of remuneration to Mr. Ajit Gulabchand,
11.00 A.M. Merchants’ Chamber Marg, Chairman & Managing Director during his
Churchgate, Mumbai-400 020 remainder tenure i.e. for the fiinancial years
2011-12 & 2012-13 respectively.
2. Approval for payment of remuneration to
Mr. Arun Karambelkar President & Whole-
time Director for a period of 3 years i.e. from
April 29, 2011 uptil April 28, 2014.
3. Approval for Ms. Shalaka Gulabchand
Dhawan to hold and continue to hold an
office or place of profit under the Company,
as Vice President (Business Development) of
the Company at a revised remuneration w.e.f
July 1,2012.
4. Enabling Resolution for Issuance of Equity
Shares / Securities under Section 81 (1A) of
the Companies Act, 1956 for an amount not
exceeding ` 1500 crore
2012-13 Friday, June 21, Walchand Hirachand Hall, Indian 1. Approval of shareholders for reappointment
(AGM) 2013 Merchants’ Chamber, Indian of Mr. Ajit Gulabchand as the Managing
11.00 a.m. Merchants’ Chamber Marg, Director designated as Chairman & Managing
Churchgate, Mumbai-400 020 Director of the Company for a period of 5
years and payment of remuneration for the
period of 3 years w.e.f. April 1, 2013.
2. Approval for appointment of Mr. Rajgopal
Nogja as the Whole-time Director of the
Company designated as Group Chief
Operating officer and Whole-time Director
of the Company for a period of 5 years and
payment of remuneration for a period of 3
years w.e.f. May 3, 2013.
3. Approval for issue on preferential basis upto
4,50,00,000 Warrants to the promoters
in one or more tranches , for a value not
exceeding `64 crore on such terms and
conditions, as may be determined by the
Board of the Company.
4. Enabling Resolution for Issuance of Equity
Shares / Securities under Section 81 (1A) of
the Companies Act, 1956 for an amount not
exceeding ` 1000 crore
Venue : Walchand Hirachand Hall, Indian The financial year of the Company covers the financial
Merchants’ Chamber, Indian Merchants’ period from April 1 to March 31.
Chamber Marg, Churchgate,
During the financial year under review, the Board
Mumbai-400 020.
39
Meetings for approval of quarterly and annual financial The Company has paid the annual listing fees for the
results were held on the following dates: year 2014-15 to BSE and NSE. The Company has also
1st Quarter Results : August 2, 2013 paid annual maintenance fees to Luxembourg Stock
Exchange.
2nd Quarter Results : October 31,2013
3rd Quarter Results : January 30, 2014 The Company has paid custodial fees for the year
2014-15 to National Securities Depository Limited
4th Quarter & Annual Results : May 2, 2014
(NSDL) and Central Depository Services (India) Limited
The tentative dates of the Board Meetings for (CDSL), on the basis of number of beneficial accounts
consideration of financial results for the year ending
maintained by them as on March 31, 2014.
March 31, 2015 are as follows:
• Stock Codes :
1st Quarter Results : August 1, 2014
2nd Quarter Results : October 31, 2014 ISIN (Equity Shares) in NSDL & INE549A01026
CDSL
3rd Quarter Results : January 30, 2015
BSE Code 500185
4th Quarter & Annual Results : April 30, 2015
NSE Code HCC
• Dates of Book Closure
Tuesday, June 17, 2014 to Friday, June 20, 2014 (both Luxembourg Stock Exchange Code :
days inclusive) GDSs (ISIN) US4332191026
• Listing
• Corporate Identification Number :
Presently, the Equity Shares of the Company are listed
Corporate Identity Number (CIN) of the Company,
on the Bombay Stock Exchange Limited (BSE) and the
National Stock Exchange of India Limited (NSE). The allotted by the Ministry of Corporate Affairs,
Global Depository Shares (GDSs) of the Company are Government of India is L45200MH1926PLC001228.
listed on the Luxembourg Stock Exchange
Share Price Data : High/Low and Volume during each month of 2013-2014 at BSE and NSE
BSE NSE
Month
High (`) Low (`) Volume High (`) Low (`) Volume
40
Chart A and Chart B compare HCC share prices with the BSE Sensex and the NSE Nifty respectively
140 140
120 120
100 100
80 80
60 60
40 40
20 20
0 0
Sep 13
Jun 13
Dec 13
Jan 14
Aug 13
Jul 13
Feb 14
Oct 13
Sep 13
Jun 13
Dec 13
Jan 14
May 13
Nov 13
Aug 13
Jul 13
Feb 14
Oct 13
May 13
Apr 13
Mar 14
Nov 13
Apr 13
Mar 14
Note: HCC share prices and the Sensex is indexed to 100 Note: HCC share prices and the Nifty is indexed to 100 as
as on April 1, 2013 on April 1, 2013
• Distribution of Shareholding
Distribution of shareholding as on March 31, 2014
Percentage of
Distribution range of Shares No. of Shares Percentage of Shares No. of Shareholders
Shareholders
Shareholding Pattern
As on March 31, 2014 As on March 31, 2013
Categories Percentage of Percentage of
No. of Shares No. of Shares
Shareholding Shareholding
Promoter and Promoter Group and Directors 24,22,39,714 39.93 24,27,60,514 40.02
and Relatives
Foreign Institutional Investors 8,36,99,073 13.80 10,84,94,025 17.89
Public Financial Institutions/State Financial 83,82,144 1.38 84,61,712 1.39
Corporation/Insurance Companies
Mutual Funds (Indian) and UTI 1,29,22,811 2.13 1,84,09,217 3.04
Nationalised and other Banks 14,55,761 0.24 17,61,633 0.29
NRI/OCBs 70,03,424 1.16 64,97,799 1.07
GDSs 1,20,720 0.02 1,20,720 0.02
Public 25,07,86,773 41.34 22,01,04,800 36.28
Total 60,66,10,420 100.00 60,66,10,420 100.00
41
List of Top 20 Shareholders of the Company as on March 31, 2014
Sr.
Name of the Shareholder Category No.of Shares % of shareholding
No.
42
(b) Employees Stock Options (ESOPs) Accordingly there is a 2 years moratorium and 8 years
As on March 31, 2014, 4694800 stock options are for repayment of the aforementioned principal amount
outstanding (comprising vested after adjustment to the Lenders.
for lapsed and exercised options), in aggregate, • Share Transfer system
for exercise as per the exercise schedule and are The Registrars and Share Transfer Agents have put
exercisable at a price of ` 52.03 per stock option. in place an appropriate Share Transfer system to
Each option, when exercised, as per the exercise ensure timely share transfers. Share Transfers are
schedule, would entitle the holder to subscribe for registered and returned in the normal course within
one equity share of the Company of face value ` 1 an average period of 30 days from the date of receipt,
if the documents are clear in all respects. Requests
each.
for dematerialisation of shares are processed and
During the year under review, 120180 options got confirmation is given to the respective depositories ie.
vested to the employees of the Company. NSDL and CDSL within 21 days.
No options were exercised by the optionees • Address for members’ correspondence :
during the year.
Members are requested to correspond with the
(c) Warrants issued to Promoters Registrars and Share Transfer Agents at the below
given address on all matters relating to transfer/
During the year under review, in accordance
dematerialisation of shares, payment of dividend
with the approval of the Members, the Company
and any other query relating to Equity Shares or
had issued and allotted 3,92,15,686 Warrants
Debentures of the Company.
convertible into 3,92,15,686 Equity Shares of ` 1/-
each at a conversion price of ` 16.32/- per equity • Registrars and Share Transfer Agents :
share (including premium of ` 15.32/- per equity Contact Officer : Ms. Mary George
share), on a preferential basis, convertible within TSR Darashaw Private Limited
a period of 18 months from the date of allotment Unit: Hindustan Construction Co. Ltd.
of Warrants, aggregating ` 64 crore to the 6-10, Haji Moosa Patrawala Ind. House,
Promoter Companies (Hincon Holdings Limited 20, Dr. E. Moses Road, Near Famous Studio,
and Hincon Finance Limited). The said warrants Mahalaxmi, Mumbai - 400 011
were issued and allotted to these companies at Telephone: +91-22-66568484 Fax: +91-22-66568494
Email: [email protected]
the price as determined through SEBI prescribed
Website: www.tsrdarashaw.com
formula.
The Company has maintained an exclusive email
The last date for conversion of the said warrants
id: [email protected] which is designated for
is December 26, 2014. Should the 3,92,15,686
investor correspondence for the purpose of registering
warrants be entirely converted into equity shares
any investor related complaints and the same has
on or before the aforesaid conversion date, by
been displayed on the Company’s website :
the above warrant holders, the paid up equity
www.hccindia.com.
share capital of the Company would go up by
3,92,15,686 equity shares. Members are required to note that, in respect of
shares held in dematerialized form, they will have
• Details regarding Listing and redemption of Debt
to correspond with their respective Depository
Securities
Participants (DPs) for related matters.
Pursuant to the directions of Securities and Exchange
Members may contact the Compliance Officer and/or
Board of India (SEBI), all the debt securities issued
the Investor Relations Officer at the following address:
by the Company on private placement basis have
been listed in the F Group - Debt Instruments of the • Compliance Officer:
Bombay Stock Exchange Limited (BSE). Mr. Vithal P. Kulkarni
During the year under review, the Company has Company Secretary
neither issued any fresh debentures nor redeemed Hindustan Construction Co. Ltd.
existing debentures. Hincon House, 11th Floor,
247Park, Lal Bahadur Shastri Marg,
The existing Non Convertible Debentures (NCDs) of
Vikhroli (West), Mumbai-400 083, India.
`120 crore held by Axis Bank and `100 crore held by Tel: +91-22-2575 1000 Fax: +91-22-2577 5950
LIC stands restructured under approved CDR package Website: www.hccindia.com
as per CDR Letter of Approval dated June 29, 2012. Email: [email protected]
43
• Investor Relations Officer: Equity Share certificate(s) dispatched by the Company
Mr. Pankaj Bahal / Mr. Santosh Kadam in August 2010, which were “returned undelivered”,
Hindustan Construction Co. Ltd. M/s TSR Darashaw Private Limited, Registrar and
Hincon House,11th Floor, Share Transfer Agents of the Company have sent
247Park, Lal Bahadur Shastri Marg, two reminders to all such member(s) at their address
as per Register of Members.
Vikhroli (West), Mumbai-400 083, India
Tel: +91-22-2575 1000 Fax: +91-22-2577 5950 As and when response from members have been/
Website: www.hccindia.com will be received, the respective Share Certificate(s)
Email: [email protected] in respect of the unclaimed shares are/will be re-
dispatched to those members.
V) Compliance:
Upon completing the process of dispatching the
(a) Compliance under Clause 49 of the Listing mandatory third reminder letter, the Company shall
Agreement: comply with the other formalities prescribed under
(i) Details of non-compliance, if any Clause 5A for dealing with the unclaimed shares, if
any.
The Company has complied with all the
requirements of regulatory authorities. During (c) Disclosure under Clause 53 of the Listing
the last three years, there were no instances of Agreement regarding certain agreements with the
non-compliance by the Company and no penalty media companies:
or strictures were imposed on the Company by Pursuant to the requirement of Clause 53 of the
the Stock Exchanges or SEBI or any statutory Listing Agreement, the Company would like to inform
authority, on any matter related to the capital that no agreement(s) have been entered with media
markets. companies and/or their associates which has resulted/
(ii) Compliance with mandatory requirements will result in any kind of shareholding in the Company
and consequently any other related disclosures viz.,
The Company is fully compliant with the details of nominee(s) of the media companies on
applicable mandatory requirements of Clause the Board of the Company, any management control
49 of the Listing agreement with the Stock or potential conflict of interest arising out of such
Exchanges, relating to Corporate Governance. agreements, etc. are not applicable. Nor has the
(iii) Adoption of non-mandatory requirements Company entered into any other back to back treaties/
contracts/agreements/ MoUs or similar instruments
Audit Qualifications:
with media companies and/or their associates.
During the year under review, there is no
audit qualification in the Company’s financial VI) Investor safeguards and other
statements. The Company continues to adopt information:
best practices to ensure a regime of unqualified • Dematerialisation of Shares
financial statements. Members are requested to convert their physical
(iv) Auditors’ Certificate on Corporate Governance holdings to demat/electronic form through any of the
The Company has obtained a Certificate from registered Depository Participants (DPs) to avoid the
its Statutory Auditors regarding compliance hassles involved in dealing in physical shares such as
of the conditions of Corporate governance, as possibility of loss, mutilation, etc. and also to ensure
stipulated in Clause 49 of the Listing Agreement, safe and speedy transaction in respect of the shares
which together with this Report on Corporate held.
Governance is annexed to the Directors’ Report • Revalidation of Dividend Warrants
and shall be sent to all the members of the In respect of members who have either not opted
Company and the Stock Exchanges along with the for NECS/ECS mandate or do not have such a facility
Annual Report of the Company. with their banker and who have not encashed earlier
(b) Compliance with Clause 5A of the Listing dividends paid by the Company, are requested to write
Agreement – Uniform procedure for dealing with to Company’s Share Transfer Agents for revalidation of
unclaimed shares: expired dividend warrants and failing their encashment
In accordance with the requirement of Clause 5A (II) for a period of seven years, they stand to lose the right
of the Listing Agreement, in respect of the Bonus to claim such dividend owing to transfer of unclaimed
44
dividends beyond seven years to Investor Education Protection Fund (IEPF) administered by the Central
and Protection Fund. Government.
• Transfer of Unclaimed Dividend to Investor Dates of declaration of dividends since 2006-07 and
Education & Protection Fund (IEPF) the corresponding dates when unclaimed dividends
Under the Companies Act, 1956, dividends which are due to be transferred to the Central Government
remain unclaimed for a period of 7 years are required are given in the table below.
to be transferred to the Investor Education &
Separate letters have already been sent on December have registered their email addresses, the Company
7, 2013 to the Members who are yet to encash the have been dispatching all documents vide electronic
dividend for the financial year 2006-07 indicating that form since May 2011.
the unclaimed amount will be transferred to IEPF, if
In accordance with Rule 18 of the Companies
not claimed by the members before the due date of
(Management and Administration) Rules, 2014 notified
transfer to the said Fund. Members are once again
under the Companies Act, 2013, the Companies
requested to utilize this opportunity and get in touch
may give Notice of the General Meetings through
with the Company’s Registrar and Share Transfer
electronic mode. Further, the said Rule provides that
Agents M/s. TSR Darashaw Private Limited at their
advance opportunity should be given at least once
communication address for encashing the unclaimed
in a financial year to the Members / Members for
dividends standing to the credit of their account.
registering their email address and changes therein, as
Members are further requested to note that after may be applicable.
completion of 7 years, no claims shall lie against the
Further Rule 11 of the Companies (Accounts) Rules,
said Fund or Company for the amounts of dividend so
2014 notified under the Companies Act, 2013 provides
transferred, nor shall any payment be made in respect
that in case of listed companies, financial statements
of such claims.
may be sent by electronic mode to such members
• Update Address/ E-Mail Address/Bank Details / members whose shareholding is in dematerialized
To receive all communications/corporate actions form and whose email Ids are registered with the
promptly, members holding shares in dematerialised Depository for communication purposes. As regards
form are requested to please update their address/e- Members / Members whose shareholding is held
mail address/bank details with the respective DPs and in physical form, the financial statements may be
in case of physical shares, the updated details have to sent in electronic mode to those members who
be intimated to the Registrar & Share Transfer Agents. have positively consented in writing for receiving by
electronic mode.
• Electronic Service of Documents to Members at
the Registered Email Address In view of the above, the Company shall send
all documents to Members like General Meeting
As a responsible corporate citizen, your Company
Notices (including AGM), Annual Reports comprising
has been continuously supporting the “Green
Audited Financial Statements, Directors’ Report,
Initiatives“ taken by the Ministry of Corporate Affairs,
Auditors’ Report and any other future communication
Government of India (MCA) and Securities and
(hereinafter referred as “documents”) in electronic
Exchange Board of India (SEBI).
form, in lieu of physical form, to all those members,
Accordingly, in respect of Members / Members who
45
whose email address is registered with Depository • Consolidate multiple folios (in respect of physical
Participant (DP)/Registrars & Share Transfer Agents shareholding)
(RTA) (hereinafter “registered email address’) and Members are requested to consolidate their
made available to us, which has been deemed to be shareholdings under multiple folios to eliminate the
the member’s registered email address for serving the receipt of multiple communications and this would
aforesaid documents. ensure that future correspondence/corporate benefits
To enable the servicing of documents electronically could then be sent to the consolidated folio.
to the registered email address, we request the • Register Nomination(s)
members to keep their email addresses validated/
Members holding shares in physical form, are
updated from time to time. We wish to reiterate
requested to register the name of their nominee(s),
that Members holding shares in electronic form
who shall succeed the member as the beneficiary
are requested to please inform any changes in
of their shares and in order to avail this nomination
their registered e-mail address to their DP from time
facility, they may obtain/submit the prescribed
to time and Members holding shares in physical form
form from the Registrars & Share Transfer Agents.
have to write to our RTA, M/s TSR Darashaw Private
Members holding shares in dematerialised form are
Limited at their specified address, so as to update
requested to register their nominations directly with
their registered email address from time to time.
their respective DPs.
Please note that the Annual Report of the Company
• Dealings of Securities with Registered
will also be available on the Company’s website
Intermediaries
www.hccindia.com for ready reference. Members are
also requested to take note that they will be entitled In respect of dealings in securities, members must
to be furnished, free of cost, the aforesaid documents, ensure that they deal only with SEBI registered
upon receipt of requisition from the member, any time, intermediaries and must obtain a valid contract note/
as a member of the Company. confirmation memo from the broker/sub-broker within
24 hours of execution of the trade(s) and it should be
• E-Voting Facility to members
ensured that the contract note/confirmation memo
In compliance with provisions of Section 108 of the contains details about order no., trade no., trade time,
Companies Act, 2013 and Rule 20 of the Companies quantity, price and brokerage.
(Management and Administration) Rules, 2014,
the Company is pleased to provide members the
facility to exercise their right to vote at the 88th
Annual General Meeting (AGM) by electronic
means and the business may be transacted
through e-Voting Services provided by National
Securities Depository Limited (NSDL).
Pursuant to the amendments made in clause 35B
of the Listing Agreement by SEBI, the company
has sent assent/dissent forms to the members to
enable those who do not have access to e-Voting
facility to cast their vote on the shareholders
resolution to be passed at the ensuing Annual
General Meeting, by sending their assent or
dissent in writing.
46
CERTIFICATION BY CEO/CFO UNDER CLAUSE 49 V OF THE LISTING AGREEMENT
We have reviewed the financial statements and the cash flow statement of Hindustan Construction Co. Ltd. for the year
ended March 31, 2014 and to the best of our knowledge and belief:
(a) (i) these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance with existing
Accounting Standards, applicable laws and regulations.
(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the year which
are fraudulent, illegal or violative of the Company’s Code of Conduct.
(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we have
evaluated the effectiveness of the internal control systems of the Company pertaining to financial reporting and have
disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if
any, of which we are aware and the steps we have taken or propose to take for rectifying these deficiencies.
(i) significant changes in internal control over financial reporting during the year;
(ii) significant changes in accounting policies made during the year and the same have been disclosed in the notes to
the financial statements; and
(iii) instances of significant fraud of which we have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the Company’s internal control system over financial
reporting.
47
DECLARATION BY THE MANAGING DIRECTOR UNDER CLAUSE 49 OF THE LISTING
AGREEMENT
To,
The Members
Hindustan Construction Co. Ltd.
I hereby declare that all the Directors and the designated employees in the Senior management of the Company have
affirmed compliance with their respective codes for the Financial Year ended March 31,2014.
Ajit Gulabchand
Chairman& Managing Director
To,
The Members,
Hindustan Construction Co. Ltd.
We have examined the compliance of conditions of Corporate Governance by Hindustan Construction Co. Ltd. for the
financial years ended March 31, 2014 as stipulated in clause 49 of the Listing Agreement of the said Company with the Stock
Exchange(s).
The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was
limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of
the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
In our opinion, and to the best of our information and according to the explanations given to us, we certify that the Company
has complied with the conditions of Corporate Governance as stipulated in the abovementioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or
effectiveness with which the management has conducted the affairs of the Company.
Chartered Accountants
(Registration No.100186W)
Raghuvir Aiyar
Partner
Membership No. 38128
Mumbai , May 2, 2014
48
Notice
NOTICE is hereby given that the Eighty- Eighth Annual SPECIAL BUSINESS
General Meeting of the Members of Hindustan
4. To consider and if thought fit, to pass with or without
Construction Company Limited will be held on Friday, June
modification(s), the following resolution as an Ordinary
20, 2014 at 11.00 a.m. at Walchand Hirachand Hall, Indian
Resolution:
Merchants’ Chamber, Indian Merchants’ Chamber Marg,
Churchgate, Mumbai 400020, to transact the following “RESOLVED THAT pursuant to the provisions of
business:- Sections 149, 150, 152 and any other applicable
provisions of the Companies Act, 2013 and the
ORDINARY BUSINESS rules made there under (including any statutory
1. To receive, consider and adopt the Financial modification(s) or re-enactment thereof for the time
Statements of the Company for the year ended March being in force) read with Schedule IV to the Companies
31, 2014 including the Audited Balance Sheet as at Act, 2013 and Clause 49 of the Listing Agreement,
March 31, 2014 and the Statement of Profit & Loss Mr. Ram P. Gandhi (holding DIN 00050625), Director
of the Company who retires by rotation at this Annual
for the year ended on that date and the Reports of the
General Meeting and in respect of whom the Company
Board of Directors and Auditors thereon.
has received a notice in writing from a member, under
2. To consider and if thought fit, to pass with or without Section 160 of the Companies Act, 2013, proposing his
modifications, the following resolution as an Ordinary candidature for the office of Director, be and is hereby
Resolution: appointed as an Independent Director of the Company
to hold office for 3 (three) consecutive years for a term
“RESOLVED THAT the vacancy caused by the
upto the conclusion of the 91st Annual General Meeting
retirement by rotation of Prof. Fred Moavenzadeh, who
of the Company in the calendar year 2017.”
has not sought re-appointment, be not filled in at this
Meeting or any adjournment thereof.” 5. To consider and if thought fit, to pass with or without
modification(s), the following resolution as an Ordinary
3. To consider and if thought fit, to pass with or without
Resolution:
modification(s), the following resolution as an Ordinary
Resolution: “RESOLVED THAT pursuant to the provisions of
Sections 149, 150, 152 and any other applicable
“RESOLVED THAT, pursuant to the provisions of
provisions of the Companies Act, 2013 and the
Section 139 of the Companies Act, 2013 and the Rules
rules made there under (including any statutory
made thereunder, M/s. Walker Chandiok & Co., modification(s) or re-enactment thereof for the time
LLP, Chartered Accountants, Mumbai, bearing ICAI being in force) read with Schedule IV to the Companies
Registration No. 001076N, be and are hereby appointed Act, 2013 and Clause 49 of the Listing Agreement,
as the Auditors of the Company, including all its Branch Mr. Sharad M. Kulkarni (holding DIN 00003640),
Offices/Project Sites, to hold office from the conclusion Director of the Company who retires by rotation at
of this Annual General Meeting till the conclusion of the this Annual General Meeting and in respect of whom
sixth Annual General Meeting held thereafter (subject the Company has received a notice in writing from
to ratification of the appointment by the members at a member, under Section 160 of the Companies
every AGM held after this AGM) on a remuneration as Act, 2013, proposing his candidature for the office of
may be fixed by the Board of Directors of the Company. Director, be and is hereby appointed as an Independent
Director of the Company to hold office for 3 (three)
RESOLVED FURTHER THAT the Board of Directors
consecutive years for a term upto the conclusion of the
be and is hereby authorized in consultation with the
91st Annual General Meeting of the Company in the
Company’s Auditors to appoint Branch Auditor(s) of
calendar year 2017.”
the Company, to audit the accounts of the Company’s
Project Sites within and outside India, present and 6. To consider and, if thought fit, to pass, with or without
future, on such terms and conditions including modification(s), the following resolution as a Special
remuneration as the Board of Directors may deem fit.” Resolution:
of the Company, who is a relative (son-in-law) of Mr. the provisions of Section 180(1)(c) and any other
Ajit Gulabchand, Chairman & Managing Director of the applicable provisions of the Companies Act, 2013 and
Company, as per the details given herein below, with the rules made there under (including any statutory
modification(s) or re-enactment thereof for the time
effect from November 1,2014:
being in force) subject to such approvals, consents,
Remuneration sanctions and permissions, as may be necessary,
I. Basic Salary: ` 7,50,000 per month and the Articles of Association of the Company and
all other provisions of applicable laws, the consent
II. Housing:
of the Company be and is hereby accorded to the
Fifty percent of Basic Salary as House Rent Board of Directors (hereinafter referred to as the
Allowance or rent free furnished accommodation “Board”, which term shall include any Committee
to be provided by the Company. constituted by the Board or any person(s) authorized
III. Adhoc: ` 6,10,000 per month by the Board to exercise the powers conferred on the
Board by this Resolution) to borrow monies in excess
IV. AC Allowance: ` 2,500 per month
of the aggregate of the paid-up share capital and free
V. Medical Reimbursement: One month’s Basic reserves of the Company, provided that the total
Salary per annum amount borrowed and outstanding at any point of time,
VI. L.T.A.: One and half month’s Basic Salary per apart from temporary loans obtained / to be obtained
from the Company’s Bankers in the ordinary course of
annum
business, shall not be in excess of ` 10,000 crore.
VII. Performance Linked Pay (PLP) : As per the Rules of
the Company RESOLVED FURTHER THAT the Board of the Company
be and is hereby authorised to do or cause to be done
He shall be entitled to Provident Fund,
all such acts, matters, deeds and other things as it
Superannuation Fund, Gratuity, Retirement benefits
may in its absolute discretion deem fit, required or
and any other benefit & facilities, as per the Rules
considered necessary or incidental thereto, for giving
of the Company. effect to the aforesaid resolution.”
In addition Mr. Arjun Dhawan shall also be provided
8. To consider and, if thought fit, to pass, with or without
with Company maintained car with driver, Medical
modification(s), the following resolution as a Special
Insurance and Club Membership.
Resolution:
RESOLVED FURTHER THAT the Board of Directors
“RESOLVED THAT pursuant to provisions of Section 14
of the Company / Nomination and Remuneration and any other applicable provisions of the Companies
Committee of the Company be and is hereby Act, 2013 (the “Act”) (including any amendments,
authorized to decide the annual increments payable statutory modification(s) or re-enactment thereof
to him on yearly basis not exceeding 25% of the for the time being in force) and rules made there
aforementioned remuneration and also authorised as under, the following Articles of the existing Articles of
50
Association of the Company be and is hereby altered in Company be and is hereby authorised to take all such
the following manner: steps and actions and give such directions as it may in
(i) By substituting the existing Article 132A with the its absolute discretion deem necessary and to settle
Article as under: any questions that may arise in this regard.
132A (i) Notwithstanding anything to the contrary 9. To consider and if thought fit, to pass with or without
contained in these Articles, if the Company has modification(s), the following resolution as a Special
availed any loans from any Bank(s), Financial Resolution:
institutions, Non-Banking Finance Company or any
“RESOLVED THAT pursuant to Section 42, 62, 71 and
other Body Corporate ( “Lender(s)”) and so long as
other applicable provisions, if any, of the Companies
any monies with respect to such loan(s) granted by
Act, 2013, including the rules made there under
such Lender(s) to the Company remain outstanding
by the Company to any Lender(s) or so long as and any amendments, statutory modifications and/
the Lender(s) continue to hold debentures in or re-enactment thereof for the time being in force
the Company by direct subscription or private (the “Act”), all other applicable laws and regulations
placement, or so long as the Lender(s) holds equity including the Foreign Exchange Management Act, 1999
shares in the Company as a result of conversion of (“FEMA”), the Foreign Exchange Management (Transfer
such loans / debentures, such Lender(s) shall have or Issue of Security by a Person Resident outside India)
the right to appoint from time to time, any person Regulations, 2000 including any statutory modifications
or persons as a Director or Directors, (which or re-enactment thereof, the Issue of Foreign Currency
Director or Directors is/are hereinafter referred Convertible Bonds and Ordinary Shares (Through
to as “Nominee Director(s)”) on the Board of the Depository Receipt Mechanism) Scheme, 1993, as
Company and to remove from such office any amended and modified from time to time and such
person or persons so appointed and to appoint any other statues, notifications, clarifications, circulars,
other person or persons in his or their place/s. rules and regulations as may be applicable, as amended
The Board of Directors of the Company shall have from time to time, issued by the Government of India
no power to remove from office the Nominee (“GOI”), the Reserve Bank of India (“RBI”), Stock
Director(s). Subject to any stipulations by the Exchanges, the Securities and Exchange Board of India
Lender(s), such Nominee Director(s) shall not (“SEBI”) including the Securities and Exchange Board
be liable to retirement by rotation of Directors. of India (Issue of Capital and Disclosure Requirements)
Subject as aforesaid, the Nominee Director(s) shall Regulations, 2009, as amended (the “SEBI
be entitled to the same rights and privileges and Regulations”) and any other appropriate authorities,
be subject to the same obligations as any other
as may be applicable and in accordance with the
Director of the Company.
enabling provisions in the Memorandum and Articles
(ii) By making consequential changes in Article 128, of Association of the Company and /or stipulated in
Article 141(1) (a) and Article 159 by substituting the the Listing Agreements entered into by the Company
wording “Corporation Director/s” with “Nominee with the Stock Exchanges where the Equity Shares of
Director(s)” wherever appearing therein. the Company are listed and subject to such approvals,
(iii) By adding sub-article (e) to the existing Article consents, permissions and sanctions, if any, of the GOI,
186A as under: SEBI, RBI, Stock Exchanges and any other relevant
statutory /governmental authorities (the “concerned
186A (e) The Board may decide that the Managing
Authorities”) as may be required and applicable and
Director shall also hold the office of Chairman of
further subject to such terms and conditions as may
the Company under Article 165 (1).
be prescribed or imposed by any of the concerned
RESOLVED FURTHER THAT for the purpose of giving Authorities while granting such approvals, consents,
effect to this resolution, the Board of Directors of the permissions and sanctions as may be necessary, which
52
price determined in accordance with the pricing formula consolidation of share capital, merger, demerger,
provided under Chapter VIII of the SEBI Regulations transfer of undertaking, sale of division or any such
and the Specified Securities shall not be eligible to capital or corporate restructuring exercise.
be sold for a period of one year from the date of
RESOLVED FURTHER THAT without prejudice to
allotment, except on a recognized Stock Exchange, or the generality of the above, the aforesaid issue of
as may be permitted from time to time under the SEBI Securities may have such features and attributes
Regulations. The Company may, in accordance with or any terms or combination of terms that provide
applicable law, also offer a discount of not more than for the tradability and free transferability thereof in
5% or such percentage as permitted under applicable accordance with the prevent market practices in the
law on the price calculated in accordance with the capital markets including but not limited to the terms
pricing formula provided under the SEBI Regulations. and conditions relating to variation of the price or period
RESOLVED FURTHER THAT in the event of issue of of conversion of Other Specified Securities into Equity
Shares or for issue of additional Securities and such of
Specified Securities by way of a QIP, the ‘Relevant
these Securities to be issued, if not subscribed, may
Date’ on the basis of which the price of the Specified
be disposed of by the Board, in such manner and/or
Securities shall be determined as specified under
on such terms including offering or placing them with
SEBI Regulations, shall be the date of the meeting in
banks /financial institutions /mutual funds or otherwise,
which the Board or the Committee of Directors duly
as the Board may deem fit and proper in its absolute
authorized by the Board decides to open the proposed
discretion, subject to applicable laws, rules and
issue of Specified Securities or such other time as
regulations.
may be decided by the Board and as permitted by the
SEBI Regulations, subject to any relevant provisions of RESOLVED FURTHER THAT for the purpose of
applicable laws, rules and regulations as amended from giving effect to the above resolution and any issue,
time to time, in relation to the proposed issue of the offer and allotment of Securities, the Board be and is
Specified Securities. hereby authorized to take all such actions, give such
directions and to do all such acts, deeds, things and
RESOLVED FURTHER THAT in the event the Securities matters connected therewith, as it may, in its absolute
are proposed to be issued as American Depository discretion deem necessary, desirable or incidental
Receipts (“ADRs”) or Global Depository Receipts thereto including without limitation the determination
(“GDRs”), pursuant to the provisions of the Issue of of terms and conditions for issuance of Securities
Foreign Currency Convertible Bonds and Ordinary including the number of Securities that may be offered
Shares (Through Depository Receipt Mechanism) in domestic and international markets and proportion
Scheme, 1993 and other applicable pricing provisions thereof, timing for issuance of such Securities and
issued by the Ministry of Finance, the relevant date for shall be entitled to vary, modify or alter any of the
the purpose of pricing the Equity Shares to be issued terms and conditions as it may deem expedient, the
pursuant to such issue shall be the date of the meeting entering into and executing arrangements/agreements
in which the Board or duly authorised committee of for managing, underwriting, marketing, listing of
directors decides to open such issue after the date of Securities, trading, appointment of Merchant Banker(s),
this resolution. Advisor(s), Registrar(s), paying and conversion agent(s)
and any other advisors, professionals, intermediaries
RESOLVED FURTHER THAT in the event of issue
and all such agencies as may be involved or concerned
of Other Specified Securities, the number of Equity
in such offerings of Securities and to issue and sign all
Shares and /or conversion price in relation to Equity
deeds, documents, instruments and writings and to
Shares that may be issued and allotted on conversion
pay any fees, commission, costs, charges and other
shall be appropriately adjusted for corporate
outgoings in relation thereto and to settle all questions
actions such as bonus issue, rights issue, split and
54
NOTES 6-10, Haji Moosa Patrawala Indl. Estate, 20, Dr. E.
Moses Road, Near Famous Studio, Mahalaxmi,
1. A MEMBER ENTITLED TO ATTEND AND VOTE AT
Mumbai - 400 011 in respect of their holdings in
THE MEETING IS ENTITLED TO APPOINT PROXY
physical form.
/ PROXIES TO ATTEND AND VOTE INSTEAD OF
HIMSELF AND THE PROXY NEED NOT BE A (b) Notify immediately any change in their registered
MEMBER OF THE COMPANY. A person can act as address to their Depository Participants in respect
proxy on behalf of members not exceeding fifty (50) of their holdings in electronic form.
and holding in the aggregate not more than ten percent
(c) Non-Resident Indian Members are requested
of the total share capital of the Company.
to inform M/s. TSR Darashaw Private Limited
The instrument of Proxy in order to be effective, should immediately of the change in residential status on
be deposited at the Registered Office of the Company, return to India for permanent settlement.
duly completed and signed, not less than 48 hours
(d) Register their email address and changes therein
before the commencement of the meeting. A Proxy
from time to time with M/s. TSR Darashaw Private
form is sent herewith.
Ltd. for shares held in physical form and with their
2. Members/Proxies should bring the Attendance Slip duly respective Depository Participants for shares held
filled in for attending the Meeting and also their copy of in demat form.
the Annual Report.
7. Corporate Members intending to send their authorized
3. The Register of Members and the Share Transfer Books representatives are requested to send duly certified
of the Company will remain closed from Tuesday, June copy of the Board Resolution authorizing their
17, 2014 to Friday, June 20, 2014 (both days inclusive) representatives to attend and vote at the ensuing
for the purpose of the Annual General Meeting of the Annual General Meeting of the Company.
Company.
8. In accordance with the provisions of Section 72 of the
4. The Register of Directors and Key Managerial Personnel Companies Act, 2013, members are entitled to make
and their shareholding, maintained under Section nominations in respect of the Equity Shares held by
170 of the Companies Act, 2013 will be available for them, in physical form. Members desirous of making
inspection by the members at the Annual General nominations may procure the prescribed form from the
Meeting of the Company. Registrar & Share Transfer Agents, M/s. TSR Darashaw
Private Limited and have it duly filled and sent back to
The Register of Contracts or Arrangements in which
them.
the Directors are interested, maintained under Section
189 of the Companies Act, 2013 will be available for 9. Electronic copy of the Annual Report for 2013-14
inspection by the Members at the Annual General is being sent to all Members whose email Ids are
Meeting of the Company. registered with the Depository Participants for
communication purposes unless any member has
5. The Explanatory Statement pursuant to Section 102
requested for a hard copy of the same. For members
of the Companies Act, 2013, relating to the Special
who have not registered their email address, physical
Business to be transacted at the ensuing Annual
copies of the Annual Report for 2013-14 is being sent in
General Meeting is annexed hereto and forms part of
the permitted mode.
this Notice.
10. Electronic copy of the Notice of the 88th Annual
6. The Members are requested to:
General Meeting of the Company inter alia indicating
(a) Intimate change in their registered address, if any, the process and manner of e-voting along with
to the Company’s Registrar and Share Transfer Attendance Slip and Proxy Form is being sent to all
Agents, M/s. TSR Darashaw Private Limited at the members whose email ids are registered with the
56
of the Companies Act, 2013 and Rule 20 of the (xi) Once you have voted on the resolution,
Companies (Management and Administration) you will not be allowed to modify your
Rules, 2014, the Company is pleased to provide vote
its members the facility to exercise their right to
(xii) Institutional & Corporate Shareholders
vote at the 88th Annual General Meeting (AGM)
(i.e. other than individuals, HUF, NRI
by electronic means and the business may be
etc.) are required to send scanned copy
transacted through e-Voting Services provided by
(PDF/JPG Format) of the relevant Board
National Securities Depository Limited (NSDL):
Resolution/ Authority letter etc. together
The instructions for e-voting are as under: with attested specimen signature of the
duly authorized signatory(ies) who are
A. In case a Member receives an email from
authorized to vote, to the Scrutinizer
NSDL [for members whose email IDs are
through e-mail to [email protected]
registered with the Depository Participants(s)]:
with a copy marked to [email protected]
(i) Open email and open PDF file viz; The
B. In case a Member receives physical copy of
said PDF file contains your user ID and
the Notice of AGM [for members whose email
password/PIN for e-voting.
IDs are not registered with the Depository
(ii) Launch internet browser by typing the Participants(s) or requesting physical copy]:
following URL: https://www.evoting.nsdl.
com/ (i) Initial password is provided as below/at
the bottom of the Attendance Slip for the
(iii) Click on Shareholder – Login
AGM :
(iv) Put user ID and password as initial
EVEN (E Voting USER ID PASSWORD/
password/PIN noted in step (i) above. Event Number) PIN
Click Login.
(v) Password change menu appears. Change (ii) Please follow all steps from Sl. No. (ii) to
the password/PIN with new password of Sl. No. (xii) above, to cast vote.
your choice.It is strongly recommended
II. In case of any queries, you may refer the
not to share your password with any
Frequently Asked Questions (FAQs) for
other person and take utmost care to
Shareholders and e-voting user manual for
keep your password confidential.
Shareholders available at the Downloads section of
(vi) Home page of e-voting opens. Click on www.evoting.nsdl.com
e-Voting: Active Voting Cycles.
III. If you are already registered with NSDL for
(vii) Select “EVEN” (E-voting Event Number)
e-voting then you can use your existing user ID and
of Hindustan Construction Company
password/PIN for casting your vote.
Limited
IV. You can also update your mobile number
(viii) Now you are ready for e-voting as Cast
and e-mail id in the user profile details of the
Vote page opens.
folio which may be used for sending future
(ix) Cast your vote by selecting appropriate communication(s).
option and click on “Submit” and also
V. The e-voting period commences on June 11,
“Confirm” when prompted.
2014 (9:00 am) and ends on June 13, 2014
(x) Upon confirmation, the message “Vote (6:00 pm). During this period members’ of the
cast successfully” will be displayed Company, holding shares either in physical form
17. Members can choose only one of the two options, Mumbai 400 083
58
Annexure to the Notice
60
Item No. 6 As a member of the World Economic Forum’s Steering &
Advisory Committee of Strategic Infrastructure Initiative,
At the General Meeting (Special Resolution passed through
he is responsible for helping develop and disseminate
Postal Ballot) of the Company held in December 2009, the
members had approved Mr. Arjun Dhawan’s holding and actionable frameworks and best practices to resolve
continuing to hold office in the Company as President – global infrastructure gaps and provide a sustained dialogue
HCC Infrastructure and the terms of remuneration w.e.f. between governments, multilateral development banks,
November 1, 2009 pursuant to the provisions of ertswhile financiers, investors, engineering & construction companies
Section 314 (1B) of the Companies Act, 1956. and users. The goal here is to ultimately increase the supply
of well-structured bankable infrastructure projects and boost
Mr. Arjun Dhawan joined in 2009 to build out a new
infrastructure globally.
business within the HCC group that develops and operates
a premium portfolio of public private partnership (PPP) Mr. Dhawan led the incorporation of HCC Operations &
assets in the areas of roads, hydropower and water. Mr. Maintenance to provide world class O&M services to end
Dhawan has grown the portfolio to `5,500 crore, which users; HCC Power was incorporated to evaluate hydel
has combined a disciplined investment philosophy with a power opportunities in the PPP space. Mr. Dhawan also
single minded focus on execution. Over the past 5 years, created a strategic partnership with global leader, Vinci
the equity value (being the real measure of member value Concessions, to evaluate both PPP and O&M opportunities
creation) of the companies under his command has nearly in India.
doubled, despite the weak economic environment.
Mr. Dhawan’s contributions to HCC have extended to most
Mr. Dhawan currently leads a team of over 1,100 personnel, group companies as well.
including 131 officers in project development, finance
Mr. Dhawan holds a BA double major in Mathematics and
and construction management and a 990 person strong
Economics from Middlebury College (USA) and an MBA
operations & maintenance site (O&M) team that manages
from Harvard Business School.
the ` 5,500 crore portfolio, which largely encompasses
six National Highway concessions. He is responsible for Mr. Arjun Dhawan is the relative (son-in-law) of Mr.
building and refining group expertise in asset management Ajit Gulabchand, Chairman & Managing Director of the
that extends from concept innovation and evaluation of risk Company.
& return, to execution and delivering the brand’s promise
The Audit Committee, the Remuneration Committee and
through top class O&M.
the Board of Directors of the Company at its Meeting held
In 2011, Mr. Dhawan led the divestment of 14.5% stake on May 2, 2014 have approved the revision in remuneration
in HCC Concessions to The Xander Group at an equity payable to Mr. Arjun Dhawan effective November 1, 2014.
valuation of `1,650 crore. Besides incorporating a highly
respected investor partner in the Roads development arm, Considering his experience and expertise, the Audit
Mr. Dhawan substantiated the near doubling of equity Committee, the Remuneration Committee, and the Board
value in his infrastructure subsidiary through an established of Directors of the Company felt that the remuneration
market transaction, thereby boosting HCC shareholder package offered to him is fair, reasonable and also in line
value considerably. Currently, Mr. Dhawan is engaged in the with the remuneration package prevailing in the industry.
realisation of a significant portion of the now mature HCC In terms of the provisions of Section 188 of the Companies
Concessions’ road portfolio, which when complete, will Act, 2013, the proposed Special Resolution seeks
raise significant capital for the Group. approval of the Members of the Company for revision in
Mr. Dhawan has been proactively involved in refining the remuneration payable to Mr. Arjun Dhawan w.e.f. November
Indian PPP model with central and state government bodies 1, 2014, as is a related party to Mr. Ajit Gulabchand,
by pioneering first time developments and collaborating Chairman & Managing Director of the Company.
through the National Highways Building Federation (NHBF)
The Board of Directors of the Company recommends the
and the Confederation of Indian Industry (CII).
resolution for approval of the Members.
Section 180(1)(c) of the Companies Act, 2013 effective from (b) the Company does not carry multiple businesses:
September 12, 2013 requires that the Board of Directors Accordingly an enabling provision is sought to be introduced
shall not borrow monies in excess of the Company’s paid up in the Articles of Association of the Company to permit the
share capital and free reserves, apart from temporary loans Company to appoint the same individual as Chairperson and
obtained / to be obtained from the Company’s bankers in Managing Director.
the ordinary course of business, except with the consent of
the Company accorded by way of a special resolution. Article No. 186A(e) as contained under Resolution No. 8
contains the proposed amendment which grants necessary
It is, therefore, necessary for the members to pass right to the Board to appoint the same person as Chairman
a Special Resolution under Section 180(1) (c) of the and Managing Director.
Companies Act, 2013 and other applicable provisions of
the Companies Act, 2013, as set out at Item No. 7 of the Pursuant to provisions of Section 14 of the Companies Act,
Notice, to enable the Board of Directors to borrow monies 2013, any amendment(s) to the provisions of Articles of
not exceeding ` 10,000 crore. Association of the Company requires the approval of the
members by way of Special Resolution.
None of the Directors and Key Managerial Personnel of the
Company and their relatives is concerned or interested, The Board recommends the special resolution as set out in
financial or otherwise, in the resolution set out at Item No. 7 Resolution No. 8 of the Notice for members’ approval.
62
ADRs, Foreign Currency Convertible Bonds, Convertible The Equity Shares allotted or arising out of conversion
Debentures and such other securities as stated in the of any Securities would be listed. The issue/ allotment/
resolution (the “Securities”) at such price as may be conversion of Securities would be subject to the receipt
deemed appropriate by the Board at its absolute discretion of regulatory approvals, if any. Further the conversion of
including the discretion to determine the categories of Securities held by foreign investors, into Equity Shares
Investors to whom the issue, offer, and allotment shall be would be subject to the permissible foreign shareholding
made considering the prevalent market conditions and other limits/cap specified by Reserve Bank of India from time to
relevant factors and wherever necessary, in consultation time.
with Merchant Bankers, Advisors, Underwriters, etc, Pursuant to the provisions of Section 42, 62 and 71 of
inclusive of such premium, as may be determined by the the Companies Act, 2013 (“the Act”) including any rules
Board in one or more tranche(s), subject to SEBI (ICDR) made thereunder and any other provision of the said Act,
Regulations and other applicable laws, rules and regulations. as may be applicable and the relevant provisions of the
The resolution enables the Board to issue Securities for listing agreement with the stock exchanges and any other
an aggregate amount not exceeding `1000 crore or its applicable laws, the issue of securities comprising equity
equivalent in any foreign currency. shares, foreign currency convertible bonds, ADR’s, GDR’s,
non-convertible debentures and/or issue of debentures on
The Board shall issue Securities pursuant to this special private placement, convertible debentures, etc, will require
resolution to meet long term working capital and the prior approval of the Members by way of a Special
capital expenditure requirements of the Company and Resolution.
its subsidiaries, joint ventures and affiliates, including
investment in subsidiaries (including overseas subsidiaries), The Special Resolution as set out at Resolution No. 9, if
joint ventures and affiliates besides strengthening the passed, will have the effect of permitting the Board to issue
Balance Sheet of the Company including repayment of debt, and allot Securities to Investors, who may or may not be
tap acquisition opportunities, usage for business ventures/ existing members of the Company in the manner as set out
in resolution No. 9.
projects and other general corporate purposes.
The Board believes that the proposed Special Resolution is
The special resolution also authorizes the Board of Directors
in the interest of the Company and therefore recommends
of the Company to undertake a Qualified Institutions
the resolution for your approval.
Placement with Qualified Institutional Buyers (QIBs)
in the manner as prescribed under Chapter VIII of the None of the Directors and Key Managerial Personnel of the
Securities and Exchange Board of India (Issue of Capital and Company and their relatives is concerned or interested,
Disclosure Requirement) Regulations, 2009, as amended financial or otherwise, in the resolution set out at Item No. 9.
(the “SEBI Regulations”) for raising capital. The pricing of
the Specified Securities to be issued to QIBs pursuant to By Order of the Board
the said SEBl Regulations shall be freely determined subject For Hindustan Construction Co. Ltd.
to such price not being less than the price calculated in
VITHAL P. KULKARNI
accordance with the relevant provisions of the said SEBI
Company Secretary
Regulations.
Registered Office:
The detailed terms and conditions for the offer will be
Hincon House,
determined by the Board in consultation with the Advisors,
11th Floor, 247Park,
Merchant Bankers, Underwriters and such other authority
Lal Bahadur Shastri Marg,
or authorities as may be required to be consulted by the
Vikhroli (West),
Company considering the prevalent market conditions
Mumbai 400 083
from time to time and in accordance with the applicable
provisions of law, rules and regulations and other relevant Place: Mumbai
factors. Date: May 2, 2014
To,
The Members of
Hindustan Construction Co. Ltd.
1. Report
Your Directors are pleased to present the 88th Annual Report together with the Audited Financial Statements for the
year ended March 31, 2014.
2. Financial Highlights
Year ended Year ended
Particulars March 31, 2014 March 31, 2013
` crore ` crore
Turnover 4,113.49 3,837.29
Profit before Interest, Depreciation, Exceptional Items, Other
643.76 378.57
Income and Tax
Less: Interest 607.94 544.10
Depreciation 144.61 163.40
Exceptional Items - 752.55 (15.58) 691.92
Add: Other Income 213.59 134.34
Add/Less: Exchange Gain/(Loss) (13.85) (14.57)
Profit/(Loss) before Tax 90.95 (193.58)
Less: Deferred Tax Charge/(Credit) 10.31 (55.94)
Profit/(Loss) after Tax 80.64 (137.64)
Add: Balance brought forward from previous year (11.64) 126.00
Balance carried to Balance Sheet 69.00 (11.64)
64
Lavasa through 2013-14. Partnerships are well in place academy will also start IIT training program from KVL
and many of these projects are fast moving towards this year. GREAT (INDIA) in collaboration with Australian
completion. Retail College, which is a leader in retail training in
In the hospitality space, the Accor group is successfully Australia is planning to open a retail college at Lavasa.
running its operation with the two brands - Mercure Other educational partners like Symbiosis Institute
Lavasa and the 1500 plenary capacity Lavasa (Pune) and Christ University (Bangalore) are also in the
International Convention Centre (LICC). Another process of launching their programs. Discussions are
brand of the Accor group - Novotel is scheduled on to establish North Hampton University at Lavasa
for completion by 2015. Projects with renowned by 2014-15 as well as preparation course school under
hospitality players like Pullman, Hyatt, Formule One, Ideal classes from 5th to 12th standard.
Holiday Inn, Holiday Inn Express, Langham Place and Lavasa continued to enjoy healthy sales in residential
Eaton amongst others are slated to follow in quick and commercial space. Positive sales trend continued
succession. throughout the year, with the Company giving
As for the existing hospitality projects, Ekaant - The possession to 250 plus residential units in Dasve.
Retreat and Waterfront Shaw Apartment Hotel continue Construction activity on various properties at Dasve and
to flourish. Fortune Select Dasve is in its fifth year of the second town of Mugaon is progressing at a fast
successful operations. Dasvino Town & Country Club, pace.
which had a grand launch in early 2010 is growing In institutional sales, L&T Infra Finance has entered into
steadily with growing number of membership. In the an understanding to buy 40 acres of land in Dasve and
tourism space, Lakeshore Watersports, Neo Spark Mugaon. This heralds the entry of big time corporations
Games Arcade and Xthrill Adventure Sports & Academy into Lavasa and would surely prove as an impetus for
are also functioning successfully. Agreements have also others. Similarly, Hindustan Times, the premier media
been signed to set up training facilities with Hockey establishment is in advanced negotiations to acquire
Australia, Sir Nick Faldo for Golf and Sir Steve Redgrave
over 6 acres of land. The media house proposes to
Rowing Academy.
establish a state-of-art training centre for its executive
On the retail front, a significant area has already been staff. A proposal has also been submitted to The Times
leased. Group to start a premier management training institute
In addition to F&B outlets, many other tie-ups have on land it has acquired in Mugaon a few years ago.
been finalized in the retail segment which include Bata The Doon Public School has acquired a 10 acre plot
Showroom, Charosa Wine Boutique, Fun Square Digital in Mugaon to start its brand of school. Till the project
Cinema, Venkys Express and Keppys. is completed the school would operate out of an
incubation space in Dasve.
There were other tie-ups in the tourism space. Lavasa
is in advance stage of discussion with Paramount & Symbiosis Institute has already been granted building
Redbull to create Edutainment theme park in Dasve plan approval and will commence construction of its
& Mugaon. Along with this stimulator Golf & Robotic large campus post monsoon.
park for edutainment is started in Family Entertainment Lavasa continued its focus on branding and
Center (FEC). communication activities in 2013–14. Emphasis through
A significant progress was also made in the education the year was on communicating that development work
space. Christel House Lavasa is into its fourth year of at Lavasa has commenced with right earnest, raise
operations with 329 students. 2013-14 also saw launch awareness about the planned city and its advantages.
of Phase 2 of Christel House till grade 5th. The focus of the exercise was on building preference
Ecole Hoteliere Lavasa started its fifth batch in 2013- and restoring customer confidence in the project. To
14. The second batch will receive academic certification enable this, a number of site visits were organized
from Ecole hotèlierè dè Lausanne this year. for media, the primary influencers and other key
Doon Public School has signed a MOU to operate K12 influencers of public opinion.
school in Knowledge Vistas Limited (KVL) from FY A new advertisement campaign was launched in
2014-15. KVL is already running Roots to wings, pre September 2013 to promote the second town Mugaon
primary school at Lavasa for last three years. PACE as a residential and edutainment hub. The print
66
Satisfaction Surveys and Customer handover and re-establish vegetation over an area covering around 70
possession. acres in this season and the total area that has been so
The City Management Services (CMS) Department is treated is more than 700 acres till date. Tree plantation
equally dynamic in seeking to coordinate services in of around 1,25,000 tree saplings was carried out in
this rapidly changing setting. Mugaon and Bhoini. New Plantation in the nursery
at Bhoini continues and there is adequate plant stock
CMS is currently divided into seven specialist divisions
as it is a feeder for mass plantation and other internal
including Customer Services, Public Safety & Security,
landscaping requirements. Both the nursery and mass
Enterprise Utilities, Public Works, Administration &
plantation have been organically certified.
Finance, Community Development and Geographic
Information Systems & Management Information Techno-commercial evaluation of renewable sources
Systems. of energy feasible at Lavasa has been completed by
TERI (Tata Energy Resources Institute). Lavasa is also
The City Management Services Department will slowly
exploring possibilities for green certification of its total
evolve into a new governance entity that will, at some
city development.
point, be the core of a new replicable governance
model. The City Management Services Department First Town Dasve is ready with all basic infrastructure,
meets on a monthly basis with a committee of such as access roads, internal roads, water treatment
villagers from throughout the project area. The Village plant, water distribution network, sewage network,
Committee is the first of several such citizen advisory sewage treatment plant, telecom network and services
groups that will together form a key component is operational. As on date more than 120 contractors
of the Lavasa citizen and stakeholder engagement with a work force of about 4500 workers have been
mechanisms. mobilized at site for different works.
Lavasa has completed purchase of 10477 acres of land Till date more than 600 residential units have been
and is processing completion of another 2133 acres, for handed over to CMS department and over 500
which agreements were signed in the past. Steps to residential units have been handed over to customers.
reach an overall land purchase target of 18000 acres are Out of these 600 units. 319 Villas were given to the
in progress. CMS department for hand over to customers. Of these
319 villas, 212 Villas have already been handed over to
Lavasa continues to regularly monitor environmental
the customers. Work on another 284 villas of different
aspects such as air quality, water quality and soil quality
types, with built- up area ranging from 2000 sq. ft. to
are being carried out as per MoEF guidelines. The
4000 sq. ft. is in progress.
Environmental Compliance Report is being submitted
to MoEF once in six months and the June 2013 and Work on the infrastructure for the second town of
December 2013 reports have already been submitted. Mugaon has been accelerated. Work on utilities like
water, sewer, power, data lines and on the approach
The work of Biodiversity conservation and
road is in progress. The improvement to the existing
enhancement continues at the required pace. In the
Mugaon-Tamhini Zilla Parishad road is complete. The
case of flora, around 130 trees have been transplanted
portion of this road will also form a part of the approach
with a survival rate of 70%. The maintenance of around
45,000 trees which were planted in Mugaon in the year road for the proposed tunnel between Tamhini and
2012 has been rigorously carried out with full survival. Mugaon. The work on the inter village road from
In case of aquatic fauna, the resultant growth of 28,000 Mugaon to Gadle (6 kms) is completed
fish seeds which were released in Dasve Lake in year To facilitate the provision of water required during
2012 has been found to be satisfactory and this has construction at Mugaon, the construction of Gadle Dam
been verified in the presence of Fisheries officer, Govt. and a reservoir in Mugaon (Capacity – 1.00 Lakh cubic
of Maharashtra. metre) is 90% complete. A bridge over the dam intake
For slope protection and enhancing the greenery within well and allied works are scheduled to be completed in
the region, soil bioengineering (biodegradable coir 2014-15.
mats have been applied over the slopes) and plantation Rehabilitation work on new gaothans has commenced
of stumps has been done. Hydro-seeding & manual and by the end of the year, 50 units will be ready
seeding was also carried out for slope protection and to to accommodate villagers, along with other city
68
The Company, through its subsidiaries HCC at Dhule at Km 265.000 to an HCC led consortium on
Concessions, HCC Power and HCC Operations & a BOT (toll) basis. The concession period is 18 years,
Maintenance, has an infrastructure development including a construction period of 30 months. The HCC
focus through Public Private Partnership, largely led consortium completed the project 4 months ahead
in the roads, hydro power and water sectors. Your of schedule and the project road was operational on
Company has a strong focus on value creation through February 11, 2012.
a stringent investment discipline. The expertise of the The operation of project road is running smoothly. Due
management team extends from concept innovation to persistent efforts by Company we have received the
and evaluation of risk & return, to construction tolling rights for part of Phase II work including Nardana
management and operations. Along with a focus bypass section two years ahead of schedule resulting
on quality and timely execution, the Company is in improved revenue in spite of a stagnant economy.
committed to provide reliable, safe and world class Considering the significance of the project road in the
operations and maintenance services to the country’s Indian road network, it is expected to yield high returns
end users. for the remaining concession period of about 14 years.
The highway has been developed in partnership with
Current Road Portfolio:
Sadbhav Engineering Ltd. and John Laing Investments
The three operational projects Nirmal Annuity, Delhi Ltd. (UK) with an investment of ` 1,420 crore.
Faridabad Elevated Expressway and Dhule Palesner
Delhi Faridabad Elevated Expressway (NH2)
Highway have been operational for more than four,
(dfskyway™)
three and two years respectively and are running
smoothly. The three under construction highway The Delhi Faridabad Elevated Expressway or
projects in West Bengal (NH34) have achieved dfskyway™ is a six lane 4.4 km elevated highway
significant progress and one of the larger projects is on connecting Delhi and Haryana at Badarpur. It connects
National Capital of India, Delhi and fastest growing
the anvil of achieving the provisional completion date,
city of India, Faridabad. The dfskyway™ has been
while the other is expected to be operational in the first
designed to provide uninterrupted travel past the four
half of this year.
major crossings of MB Road, Jethpur, Sarai Bypass
During the year, HCC Concessions submitted 6 and Sector 37. HCC Concessions Ltd. developed this
Request for Qualification (RFQs). HCC Concessions engineering marvel with an investment of nearly ` 600
partnered with other infrastructure players for certain crore. The expressway has 20 exits, 10 underpasses
bids to diversify risk, efficiently manage equity and and is the first of its kind spaghetti structure in India.
increase competitiveness. The slowdown witnessed in HCC Concessions was awarded a 20 year concession
FY13 continued in FY14 with only about 370 km road in 2008 to develop, construct and operate this asset by
projects being awarded by NHAI on BOT mode in the the National Highways Authority of India (NHAI). The
current year. The Company will continue to bid for NHAI dfskyway™ contributes significantly to Delhi’s rapidly
projects in the next financial year, albeit conservatively, expanding infrastructure by reducing travel time by over
while also evaluating state road opportunities. 40 minutes through an extremely congested corridor,
that benefits residents and inter-state traffic alike. It
Status of Operational Assets:
is one of Delhi’s major radial roads and caters to very
Dhule Palesner Highway Project (NH3) high traffic volume of over 100,000 PCUs per day. HCC
The project road is section of National Highway No. 3 Concessions’ parent, Hindustan Construction Company
commonly known as Agra - Bombay road which starts (HCC), has designed, engineered and constructed the
at Agra, and ends at Bombay (now Mumbai). The NH dfskyway™.
3 forms an important part in Indian National Highway The Delhi Faridabad Elevated Expressway was formally
network and passes through rich belts of Madhya inaugurated on November 29, 2010 significantly
Pradesh and Maharashtra. This road caters to the traffic ahead of its scheduled completion date, by the Chief
of various parts of India as it connects financial capital Ministers of both Delhi and Haryana, along with the
(Mumbai) of India to the National Capital (Delhi) of Minister of Road Transport & Highways. The asset has
India. In FY09, NHAI awarded the development of four been awarded the Best Project Award by Construction
lane highway of project road starting from Maharashtra/ Industry Development Council 2011 and the
Madhya Pradesh Border at Km 168.500 and ending Infrastructure Excellence Award 2011 by CNBC TV18.
70
Raiganj Dalkhola Highway projects worth more than CHF 250 million, which are
The project road starts from Raiganj at Km 398.000 yet to be formally contracted and therefore have not yet
and ends at Dalkhola at Km 452.730. The Raiganj been included in the order book.
Dalkhola section is about 55 km in length and traverses The Board of Directors of Steiner AG comprises
through Raiganj and Dalkhola towns in North Dinjapur six members: Mr. Ajit Gulabchand, who also acts
district of West Bengal. It also passes through various as Chairman, Mr. Rajgopal Nogja, who also acts as
small villages like Soharai, Karandighi, Maheshbathna Managing Director / Delegate of the Board of Directors,
and ends at the intersection of NH31. The concession Mr. Anil Singhvi, Mr. Peter Steiner, Mr. Andreas Schmid
period is 30 years and includes a construction period and Dr. Peter Huggler.
of 30 months. The project is being implemented with v) Highbar Technologies Ltd.
an investment of ` 684 crore. The project progress has
Highbar Technologies Ltd. ('Highbar'), a wholly
been very slow due to the non-availability of land for
owned subsidiary of your Company, is an Information
over 2 years. The Company expects a major portion of
Technology Company formed by your Company, with
the land for this section to be handed over by Q1 of this
the vision of providing end-to-end IT solutions to
financial year.
Infrastructure industry.
iv) Steiner AG, Switzerland
In the financial year 2013-14, Highbar was able to serve
Your Company holds through its wholly owned 14 new customers taking the total tally of customers
subsidiaries HCC Mauritius Enterprises Ltd. and HCC to 78. This is achieved while the key customer
Mauritius Investment Ltd. 100% stake in Steiner AG, segment i.e. Infrastructure industry is passing
with the acquisition of remaining 34% of shares, as through challenging times. Highbar Technologies is
pre-agreed, during this year. Steiner AG is a leading dominating ‘IT for Infrastructure’ market in short span.
total and general contracting Company in Switzerland, Your Company’s group legacy has enabled Highbar
specialized in turnkey building construction including to understand & service these industries effectively.
refurbishments and real estate development. Highbar is now also servicing Telecom, PEB (Pre-
engineered Buildings), Manufacturing, Retail, Agro-
Steiner AG had a consolidated revenue of ` 5380.9
chemicals, Iron & Steel, Media etc. Industries.
crore and a consolidated profit of ` 55.0 crore in the
financial year 2013-14. Highbar has grown its IT capabilities and the expertise
in various areas including ERP (Enterprise Resource
Steiner AG handed over part of the project “House
Planning), Business Intelligence, cloud offerings
of Peace in Geneva” to the client in the financial year
through Highbar CloudConnect, Employee portal,
2013-14. It forms the heart of the Campus de la Paix
CRM (Customer Relationship Management) from SAP
at the headquarters of the University Institute of
& Microsoft, Line of business solutions, etc. Highbar
International and Development Studies (IHEID). Steiner
RapidStart and Highbar RapidStart Analytics solutions
has been working on this significant architectural
are based on the templatised approach for ERP and
project as a general contractor since September 2013.
Business Intelligence respectively and are intellectual
The extraordinary building form made up of four petals
properties (IP) assets of Highbar Technologies. Highbar
and the twin-sided glazed facade make the House of
has maintained the strategic alliance with SAP at ‘Gold
Peace a real architectural highlight and an attraction for
partnership level’ and is preferred partner of SAP for
international visitors.
infrastructure industry.
Löwenbräu, a total contracting project of the Company,
Highbar’s Dubai subsidiary, Highbar Technologies
received the Leed Gold certification for its office
FZ-LLC is now fully operational and has started
building by the Green Building Council Environment increasing its presence counting six major customers
Design in May 2013. This adds to the portfolio of in Middle-East. Highbar has also started pursuing
environmentally sensitive buildings constructed by the opportunities in government sector & secured the first
Company. government order. When the macroeconomic scenario
Steiner AG signed many important contracts in 2013-14. in the country improves, Highbar will be in a better
At year end, the order backlog was CHF 1,181 million. position to leverage the situation to its advantage.
This is lower than the CHF 1,210 million order backlog Highbar, the spin-off from your Company’s internal
as of March 31, 2013. The Company has also secured IT function, has succeeded, when the success rate
72
19. Badarpur Faridabad Tollway Ltd. 60. Sahyadri City Management Ltd.
20. Baharampore - Farakka Highways Ltd. 61. Hill City Service Apartments Ltd.
21. Farakka - Raiganj Highways Ltd. 62. Kart Racers Ltd.
22. Raiganj - Dalkhola Highways Ltd. 63. Warasgaon Infrastructure Providers Ltd.
23. Dhule Palesner Operations & Maintenance 64. Nature Lovers Retail Ltd.
Ltd. 65. Osprey Hospitality Ltd.
24. HCC Power Ltd. 66. Starlit Resort Ltd.
25. HCC Operations & Maintenance Ltd. 67. Warasgaon Valley Hotels Ltd.
26. Narmada Bridge Tollway Ltd. 68. Rosebay Hotels Ltd.
27. HCC Real Estate Ltd. 69. Mugaon Luxury Hotels Ltd.
28. HRL Township Developers Ltd. 70. Warasgaon Assets Maintenance Ltd.
29. HRL (Thane) Real Estate Ltd. 71. Hill View Parking Services Ltd.
30. Nashik Township Developers Ltd. 72. Whistling Thrush Facilities Services Ltd.
31. Maan Township Developers Ltd. 73. Verzon Hospitality Ltd.
32. Charosa Wineries Ltd.
(vi) Further, the financial statements of the subsidiary
33. Powai Real Estate Developers Ltd. companies shall also be kept for inspection by any
34. HCC Realty Ltd. member at the registered office of the Company
35. Pune-Paud Toll Road Company Ltd. and of the subsidiary companies concerned and
the Company shall furnish a hard copy of the
36. Panchkutir Developers Ltd.
details of accounts of subsidiaries to any member
37. Lavasa Corporation Ltd. on demand;
38. Lavasa Hotel Ltd.
(vii) The holding as well as subsidiary companies in
39. Apollo Lavasa Health Corporation Ltd. question shall regularly file such data to the various
40. Lakeshore Watersports Company Ltd. regulatory and Government authorities as may be
41. Dasve Convention Centre Ltd. required by them;
42. Dasve Business Hotel Ltd. (viii) The Company has given Indian rupee equivalent
43. Dasve Hospitality Institutes Ltd. of the figures given in foreign currency appearing
in the accounts of the subsidiary companies along
44. Lakeview Clubs Ltd.
with the exchange rate as on closing day of the
45. Dasve Retail Ltd. financial year;
46. Full Spectrum Adventure Ltd. 6. Share Capital
47. Spotless Laundry Services Ltd.
During the year under review, your Company’s
48. Lavasa Bamboocrafts Ltd. Authorised Share Capital has remain unchanged
49. Green Hill Residences Ltd. at ` 100,00,00,000 (Rupees One hundred Crore)
50. My City Technology Ltd. comprising 90,00,00,000 Equity Shares of ` 1/- each
and 1,00,00,000 Redeemable Cumulative Preference
51. Reasonable Housing Ltd.
Shares of ` 10/- each.
52. Future City Multiservices SEZ Ltd. (Formerly
known as Minfur Interior Technologies Ltd.) During the year under review, your Company’s paid
up equity share capital has also remained unchanged
53. Rhapsody Commercial Space Ltd.
at ` 60,66,10,420 (Rupees Sixty Crore Sixty Six Lacs
54. Valley View Entertainment Ltd. Ten Thousand Four Hundred Twenty) comprising
55. Andromeda Hotels Ltd. 60,66,10,420 Equity Shares of ` 1/- each.
56. Sirrah Palace Hotels Ltd. Share Warrants
57. Warasgaon Tourism Ltd. During the year under review, in accordance with the
58. Our Home Service Apartments Ltd. approval of the Members, the Company had issued
59. Warasgaon Power Supply Ltd. and allotted 3,92,15,686 Warrants convertible into
74
a) in the preparation of the annual accounts, the and outgo as required to be disclosed under the
applicable accounting standards have been Companies (Disclosure of Particulars in the Report
followed and there has been no material departure; of the Board of Directors) Rules 1988, is given in
b) the selected accounting policies were applied Annexure II forming part of this Report.
consistently and the Directors made judgments 18. Auditors
and estimates that are reasonable and prudent so M/s Walker Chandiok & Co.LLP, Chartered Accountants,
as to give a true and fair view of the state of affairs Mumbai bearing ICAI Registration No. 001076N are
of the Company as at March 31, 2014 and of the proposed to be appointed as Auditors of the Company
profit of the Company for the year ended on that from the conclusion of the ensuing Annual General
date. Meeting till the conclusion of the sixth Annual General
c) proper and sufficient care has been taken for the Meeting of the Company held thereafter, subject to
maintenance of adequate accounting records in ratification of the appointment by the members at
accordance with the provisions of the Companies every AGM held after the ensuing AGM.
Act,1956 for safeguarding the assets of the As required under Section 139 of the Companies
Company and for preventing and detecting fraud Act, 2013, the Company has obtained a written
and other irregularities. consent from M/s Walker Chandiok & Co.LLP, to such
d) the annual accounts have been prepared on a appointment and also a certificate to the effect that
going concern basis. their appointment, if made, would be in accordance
14. Industrial Relations with Section 139(1) of the Companies Act, 2013 and the
rules made there under, as may be applicable.
The industrial relations continued to be generally
peaceful and cordial. 19. Auditors’ Report
15. Transfer to Investor Education and Protection Fund The Auditors’ Report to the members on the Accounts
(IEPF) of the Company for the financial year ended March 31,
2014 does not contain any qualification.
The Company has, during the year under review,
transferred a sum of ` 9,17,451/- to Investor Education 20. Acknowledgements
and Protection Fund, in compliance with the provisions Your Directors would like to acknowledge and place on
of erstwhile Section 205C of the Companies Act, record their sincere appreciation to all stakeholders -
1956. The said amount represents dividend for the Clients, Financial Institutions, Banks, Central and State
financial year 2005-06 which remained unclaimed by Governments, the Company’s valued investors and all
the members of the Company for a period exceeding 7 other business partners for their continued co-operation
years from its due date of payment. and excellent support received during the year.
16. Particulars of Employees and other additional Your Directors recognize and appreciate the efforts and
information. hard work of all the employees of the Company and
The information required under Section 217(2A) of the their continued contribution to its growth.
Companies Act, 1956 and the Rules made there under
is given in the Annexure to this Report and forms part
For and on behalf of Board of Directors,
of the Report. However, in terms of Section 136(1) of
the Companies Act, 2013, the Report and Accounts
AJIT GULABCHAND
are being sent to the members excluding the aforesaid
Chairman & Managing Director
Annexure. Any member interested in obtaining copy of
the same may write to the Company Secretary at the Registered Office:
Hincon House, 11th Floor,
Registered Office of the Company.
247Park, Lal Bahadur Shastri Marg
17. Conservation of Energy, Technology Absorption and Vikhroli (West)
Foreign Exchange Earnings and Outgo. Mumbai 400 083
The information relating to the conservation of energy,
technology absorption and foreign exchange earnings Place: Mumbai
Date: May 2, 2014
Disclosure pursuant to the provisions of Securities and Exchange Board of India, (Employee Stock Option Scheme
and Employee Stock Purchase Scheme) Guidelines, 1999 (“SEBI Guidelines”) as at March 31, 2014:
c) Options vested 48,60,900 (outstanding vested options adjusted for options exercised)
d) Options exercised 1,11,220 (Adjusted for Bonus Issue of Equity Shares (1:1) in August 2010)
f) Options lapsed 44,99,080 (Adjusted for Bonus Issue of Equity Shares (1:1) in August 2010)
g) Variation of terms of Options In accordance with the approval of the Board of Directors of the Company,
the ESOP Compensation Committee had during FY 2009-10 re-priced
41,31,600 Options granted by the Company at `104.05 per Stock Option
(Earlier ` 132.50 per Stock Option)
Post Adjustment for Bonus Issue of Equity Shares in August 2010, the said
Options were priced at ` 52.03 per Equity Share
l) Impact of Difference on Net Profits and EPS of Had fair value method been adopted for expensing the ESOP compensation :
the Company (a) Profit after tax would have been lower by ` 29,057
(b) Basic EPS before and after extraordinary items would remain at ` 1.33
per share.
(c) Diluted EPS before and after extraordinary items would remain at ` 1.33
per share.
m) Method used to estimate the fair value Forward start Options Variant of the Black Scholes option pricing method
76
No. Particulars Details
- For Options granted on April 25, 2008 ` 104.05 (Re-priced at ` 52.03 per Equity Share on account of Bonus Issue
of Equity Shares in August 2010)
- For Options granted on October 23, 2008 ` 43.40 (Re-priced at ` 21.70 per Equity Share on account of Bonus Issue of
Equity Shares in August 2010)
p) Weighted Average Fair value of Options whose ` 104.05 (Re-priced at ` 52.03 per Equity Share on account of Bonus Issue
exercise price equals to the market price of the of Equity Shares in August 2010)
shares on the date of the grant. ` 43.40 (Re-priced at ` 21.70 per Equity Share on account of Bonus Issue of
Equity Shares in August 2010)
Identified employees who were granted Options, during any one year, equal to or exceeding 1% of the issued capital of the
Company at the time of grant: Nil
* Employees who had been granted Options amounting to 5% or more of the total Options granted.
** As per the HCC ESOP Scheme, the vested options as on the date of death are vested with the beneficiary of the employee and are
permitted to be exercised within 2 years from the date of death.
AJIT GULABCHAND
Chairman & Managing Director
Registered Office:
Hincon House, 11th Floor,
247Park, Lal Bahadur Shastri Marg
Vikhroli (West)
Mumbai 400 083
Place : Mumbai
Date : May 2, 2014
78
Annexure II to the Directors’ Report
Information as per section 217(1)(e) of the Companies construction and innovation. These efforts are
Act, 1956 read with the Companies (Disclosure of undertaken in collaboration with vendors and
particulars in the Report of the Board of Directors) Rules, academia having similar interests.
1988 for the financial year ended March 31, 2014.
R&D efforts are currently focused on:
I. Conservation of Energy
i. Optimizing concrete ingredients with specific
a) Energy Conservation Measures Taken: focus on reducing cement consumption
in concrete. This in part is also achieved
Company is continuing with energy saving
through use of less energy intensive chemical
measures initiated earlier like usage of Load
additives, use of alternate cementing materials
Sharing System in D.G. plants, APFC (Automatic
and detailed materials’ analysis.
Power Factor Controller) panels, FCMA (Flux
Compensated Magnetic Amplifier) Starter for Main ii. Less energy intensive construction
Crusher Motors, Variable Frequency Drive (VFD) techniques. This includes selecting methods
Starting System for Ventilation Fans & EOT/ Gantry that have lesser energy usage while offering
Cranes and Use of Energy Efficient Motors in sustainability advantage.
Gantry Cranes.
2. Technology Absorption and Adaptation
Revised configuration of DG plants at Kishanganga
a) Efforts made towards technology
HEP and use of seepage water as construction
absorption and adaptation during the year
water at Sainj HEP has reduced power
2013-14 are:
consumption. Main Grid Transformer has been
modified at Kishanganga for uninterrupted use of 1. The process of roller compacted
Grid Power thus reducing usage of DG Power. concreting at Teesta Lower dam - IV is
implemented in collaboration with expert
b) Additional investment and proposals, if
from Malaysia.
any being implemented for reduction in
consumption of Energy: 2. The method of placing concrete using
long distance pumping (upto 2.0 km) is
Cost effectiveness of Use of Heat Pumps for
being implemented at Sainj Hydroelectric
Heating of Water for ‘Officers & Workers camp’
project
usage at Vishnugad Pipalkoti Project is being
studied. 3. At Kishanganga Hydro Electric Project,
the technology of Tunnel Boring Machine
c) Impact of measures at (a) and (b) above
(TBM) with double shield type has been
for reduction of Energy consumption and
successfully implemented.
consequent impact on the production of goods:
4. At Kishanganga HEP, methodology for
Energy conservation measures continue to reduce
execution of cut-off wall is developed
the production cost.
in-house and construction is in process
d) Total energy consumption and energy under supervision of expert from Italy.
Consumption per unit as per Form-A of Annexure 5. At Bogibeel bridge, consortium partner
to the rules of Industries specified in the schedule from Germany has finalized the method
thereto - Not Applicable for continuous launching of 125 mtr. span
road cum Railway double decker steel
II. Technology Absorption
bridge.
Efforts made in technology absorption as per Form-B of
6. At Tehri PSP, the powerhouse cavern
the Annexure to the Rules.
has been designed by using advanced
1. Research and Development (R&D) Software for optimization of rock
supports with other design concepts in
R&D has been implemented with objectives like
collaboration with expert from France and
continual efficiency enhancement, reductions in
Canada is under progress.
material costs, improving speed and quality of
80
Independent Auditors’ Report
To the Members of (b) Note No. 37 of the Notes to financial statements regarding
Company’s claims of ` 518.36 crore outstanding for more
Hindustan Construction Company Limited.
than 5 years under ‘Uncompleted Contracts and Value of Work
Report on the Financial Statements Done’, ‘Long Term Trade Receivables’ and ‘Short Term Loans and
Advances’ amounting to ` 445.53 crore, ` 34.33 crore and ` 38.50
We have audited the accompanying financial statements of Hindustan
crore respectively. Considering the contractual tenability, progress
Construction Company Limited. (‘the Company’), which comprise the
of negotiation with clients and based on its past experience,
Balance Sheet as at March 31, 2014 , the Statement of Profit and Loss
management is reasonably confident of the recovery of the
and the Cash Flow Statement for the year then ended, and a summary of
same.
significant accounting policies and other explanatory information
(c) Note No. 38 of the Notes to financial statements regarding ‘Long
Management’s Responsibility for the Financial Statements
Term Trade Receivables’ and ‘Uncompleted Contracts and Value
Management is responsible for the preparation of these financial statements of Work Done’ as at March 31, 2014 of ` 1,056.57 crore and
that give a true and fair view of the financial position, financial performance ` 243.11 crore respectively, representing favourable arbitration
and cash flows of the Company in accordance with the Accounting Standards awards (including interest thereon) which have subsequently
referred to in sub-section (3C) of section 211 of the Companies Act, 1956 been challenged by the clients in courts. Of the above, awards
(‘the Act’) which shall continue to apply in respect of section 133 of the amounting to ` 105.44 crore have been set aside by District/High
Companies Act, 2013 in terms of General Circular 15/2013 dated September Courts against which the Company has preferred appeals at High
13, 2013 issued by the Ministry of Corporate Affairs. This responsibility Courts/Supreme Court and is legally advised that it has a good
includes the design, implementation and maintenance of internal control case on merit. The recoverability of these amounts is dependent
relevant to the preparation and presentation of the financial statements that upon the final outcome of the appeals getting resolved in the
give a true and fair view and are free from material misstatement, whether favour of the Company.
due to fraud or error.
(d) Note No. 39 of the Notes to financial statements regarding ‘Trade
Auditor’s Responsibility receivables’ and ‘Uncompleted Contracts and Value of Work
Done (net of client advances)’ of ` 20.96 crore and ` 48.19 crore
Our responsibility is to express an opinion on these financial statements
respectively which have been outstanding for projects where
based on our audit. We conducted our audit in accordance with the
work has been suspended by the client or has been projects have
Standards on Auditing issued by the Institute of Chartered Accountants of
handed over to clients. Based on the continuous dialogue with
India. Those Standards require that we comply with ethical requirements and
the Clients, management is reasonably confident of the recovery
plan and perform the audit to obtain reasonable assurance about whether the
of these amounts.
financial statements are free from material misstatement.
(e) Note No. 28.1 of the financial statement regarding managerial
An audit involves performing procedures to obtain audit evidence about
remuneration paid to Chairman and Managing Director which is
the amounts and disclosures in the financial statements. The procedures
in excess by ` 10.18 crore per annum in respect of financial year
selected depend on the auditor’s judgment, including the assessment of
2012-13 and 2013-14 for which Company has made an application
the risks of material misstatement of the financial statements, whether due
to the Central Government; approvals in this regard are under
to fraud or error. In making those risk assessments, the auditor considers
consideration / pending till date.
internal control relevant to the Company’s preparation and fair presentation
of the financial statements in order to design audit procedures that are Report on Other Legal and Regulatory Requirements
appropriate in the circumstances, but not for the purpose of expressing an
4) As required by the Companies (Auditor’s Report) Order, 2003 (as
opinion on the effectiveness of the entities internal control. An audit also
amended) (‘the Order’) issued by the Central Government of India in
includes evaluating the appropriateness of accounting policies used and the
terms of sub-section (4A) of Section 227 of the Act, we enclose in the
reasonableness of the accounting estimates made by management, as well
annexure a statement on the matters specified in paragraphs 4 and 5 of
as evaluating the overall presentation of the financial statements.
the said Order.
We believe that the audit evidence we have obtained is sufficient and
5) As required by section 227(3) of the Act, we report that:
appropriate to provide a basis for our audit opinion.
a) We have obtained all the information and explanations which to
Opinion
the best of our knowledge and belief were necessary for the
1) In our opinion and to the best of our information and according to the purpose of our audit;
explanations given to us, the financial statements give the information
b) In our opinion proper books of account as required by law
required by the Act in the manner so required and give a true and fair
have been kept by the Company so far as appears from our
view in conformity with the accounting principles generally accepted in
examination of those books;
India:
c) The Balance Sheet, Statement of Profit and Loss and Cash Flow
(i) in the case of the Balance Sheet, of the state of affairs of the
Statement dealt with by this report are in agreement with the
Company as at March 31, 2014;
books of account;
(ii) in the case of the Statement of Profit and Loss, of the profit for
d) In our opinion, the Balance Sheet, Statement of Profit and Loss
the year ended on that date; and
and Cash Flow Statement comply with the Accounting Standards
(iii) in the case of the Cash Flow Statement, of the cash flows for the referred to in subsection (3C) of section 211 of the Companies
year ended on that date. Act, 1956 which shall continue to apply in respect of section 133
of the Companies Act, 2013 in terms of General Circular 15/2013
2) We did not audit the financial statements of certain Integrated Joint
dated September 13, 2013 issued by the Ministry of Corporate
Ventures reflecting Company’s share in Profit of ` 1.58 crore in these
Affairs.
financial statements. These financial statements have been audited
by other auditors whose reports have been furnished to us by the e) On the basis of the written representations received from the
Management, and our opinion, in so far as it relates to the amounts directors, as on March 31, 2014, and taken on record by the Board
included in respect of the said audited Joint Ventures, is based solely of Directors, none of the directors of the Company is disqualified
on the Reports of the other auditors. Our opinion is not qualified in as on March 31, 2014 from being appointed as a director, in terms
respect of this matter. of clause (g) of sub-section (1) of Section 274 of the Companies
Act, 1956;
Emphasis of Matter
3) We draw attention to: For K.S. Aiyar & Co,
(a) Note No. 35 and 36 of the Notes to financial statements Chartered Accountants
regarding Company’s exposure in the nature of long-term ICAI Firm Registration No: 100186W
investments and loans advances of ` 866.13 crore and
` 843.01 crore in its subsidiaries namely HCC Real Estate Ltd.
and HCC Infrastructure Ltd. On the basis of the book value
Raghuvir M. Aiyar
of these companies, there is a diminution in the value of
these investments and advances, which in the opinion of the Place: Mumbai Partner
Management is of temporary in nature. Date: 2nd May, 2014 Membership No.: 38128
(Referred to in paragraph 1 under the heading ‘Report on Other (iv) In our opinion and according to the information and
Legal and Regulatory Requirements’ of our Report of even date on explanations given to us, there is an adequate internal control
the financial statements for the year ended on March 31, 2014 of system commensurate with the size of the company and
Hindustan Construction Company Limited.) the nature of its business, for purchase of inventory and
fixed assets and for the Work Done. However the internal
(i) (a) The Company has maintained proper records showing
controls over accounting of consumption, wastages, material
full particulars including quantitative details and situation
reconciliation, need further strengthening.
of fixed assets.
(v) (a) The company has taken unsecured loans from two
(b) A substantial portion of the fixed assets have been
companies which are covered in the Register maintained
physically verified by the management during the year.
under Section 301 of the Companies Act, 1956. The same
In our opinion the frequency of verification is reasonable
has been entered in the register. The maximum amount
having regard to the size of the Company and the nature
involved in the current year amounted to ` 64 crore and
of its assets. No material discrepancies were noticed on
the balance at the year end is ` 48 crore.
such verification.
(b) In our opinion and according to the information and
(c) Fixed assets disposed off during the year were explanation given to us, the transactions made in
not substantial. According to the information and pursuance of contracts or arrangements entered in the
explanations given to us, we are of the opinion that register maintained under Sec 301 of the Companies
the disposal of fixed assets has not affected the going Act,1956 have been made at prices which are reasonable
concern status of the Company. having regard to prevailing market prices at the relevant
(ii) (a) The inventories have been physically verified by the time.
management at reasonable intervals during the year. In (vi) The Company has not accepted any deposits from the public
our opinion, the frequency of verification is reasonable. within the meaning of Sections 58A and 58AA of the Act and
(b) The procedure of physical verification of inventories the rules framed there under. Therefore, the provisions of
followed by the management is reasonable and adequate Section 58A, 58AA and any other relevant provisions of the
in relation to the size of the Company and the nature of Companies Act, 1956 and the rules framed there under with
its business. regard to deposits accepted from the public are not applicable
to the Company.
(c) In our opinion and according to the information and
explanation given to us, the Company is maintaining (vii) In our opinion, the Company has an internal audit system
proper records of inventory. The discrepancies noticed commensurate with the size and nature of its business.
on verification between physical stocks and the book However the scope needs to be enlarged to cover project
records were not material and have been properly dealt related cost-to-complete workings and certain areas of head
with in the books of account. office accounting.
(viii) We have broadly reviewed the books of account maintained
(iii) (a) The company has not granted unsecured loans and
by the Company pursuant to the rules made by the Central
Inter-Corporate Deposits to companies covered in the
Government of India, regarding the maintenance of cost
Register maintained under Section 301 of the Act. Hence
records under clause (d) of subsection (1) of Section 209 of
the provisions of clause (iii) (a), (b), (c), (d) of paragraph 4
the Act and are of the opinion that prima facie, the prescribed
are not applicable to the company.
accounts and records have been maintained. We have,
(b) The company has taken an unsecured loan from two however not made a detailed examination of the records with
companies covered in the Register maintained under a view to determine whether they are accurate or complete.
Section 301 of the Companies Act, 1956. The maximum
(ix) (a) According to the records of the Company, Provident
amount involved in the current year amounted to ` 64
Fund, Investor Education and Protection Fund,
crore and the year-end balance of loans taken from such
Employees’ State Insurance, Income Tax, Sales Tax,
parties are ` 48 crore.
Wealth Tax, Service Tax, Customs Duty, Excise Duty,
(c) Based on the information and explanations given to us, Cess and other material statutory dues applicable to
we are of the opinion that the rate of interest and other it have been generally regularly deposited during the
terms and conditions of loans taken from such parties year with the appropriate authorities. According to the
covered in the Register maintained under Section 301 information and explanations given to us, no undisputed
are not prima facie prejudicial to the interests of the amounts payable in respect of above were in arrears, as
company. at March 31, 2014 for a period of more than six months
from the date on which they became payable.
(d) According to the information and
explanations given to us, repayments of the (b) According to the records of the Company, sales tax,
principal and interest have been regularly made as income tax, customs duty, wealth tax, service tax, excise
stipulated. duty or cess which have not been deposited on account
of dispute are given below:
82
Nature Year Amount Forum where dispute is
(xiv) In our opinion, the Company is not dealing in or trading
of (`in pending in shares, securities, debentures and other investments.
dues crore) Accordingly, the provisions of clause 4(xiv) of the Order are
not applicable to the Company.
1996-97 & 1.35 High Courts
1998-99 (xv) In our opinion, the terms and conditions on which the
Sales Company has given guarantees for loans taken by others from
1997-98 to 5.97 Taxation Tribunal
Tax/
2000-01 banks or financial institutions are not prejudicial to the interest
VAT
2002-03 to 63.27 AC/DC/Add. of the Company.
2009-10 Commissioners & ACTO
(xvi) In our opinion the term loans have been applied for the
2004-07 & 0.31 Central Excise Appeal/ purpose for which they were raised.
2005-06 Service Tax Commissioner
Service (xvii) According to the information and explanations given to us
2005 to 2006 2.97 Central Excise and Service
Tax and on an overall examination of the Balance Sheet of the
2004-05 to 741.51
Tax Appellate Tribunal
Company, we report that funds raised on short-term basis
2011-12
have not been used for long-term investment.
(x) The Company does not have any accumulated losses at the
(xviii)During the year under audit the Company has not made
end of the financial year. The Company has not incurred cash
preferential allotment of equity shares. However the Company
losses during the financial year covered by our audit but has
has made preferential allotment of warrants to companies
incurred cash losses in the immediately preceding financial
covered in the register maintained under Section 301 of the
year.
Companies Act, 1956. The price at which the warrants have
(xi) The details of principal and interest not paid on due dates i.e. been issued has been determined as per the Securities and
the last dates specified in loan documents or debenture trust Exchange Board of India (Issue of Capital and Disclosure
deed, to the Financial Institutions and Banks during the year Requirement) Regulations, 2009, which in our opinion is not
are as follows: prejudicial to the interest of the Company.
Amount of Principal Period of Delays (xix) According to the information and explanations given to us, no
(`in crore) (in Days) debentures were issued during the period.
41.54 0 to 30 (xx) The Company has not raised any money by way of public issue
during the year.
Amount of Interest Period of Delays (xxi) According to the information and explanations given to us,
(`in crore) (in Days) no fraud on or by the company has been noticed or reported
157.39 1 to 30 during the course of our audit.
50.97 31 to 60 For K.S. Aiyar & Co,
Chartered Accountants
These dues have been paid by the end of the year and there is
ICAI Firm Registration No: 100186W
no overdue as of 31st March, 2014.
(xii) Based on our examination of the records and the information Raghuvir M. Aiyar
and explanations given to us, the Company has not granted Place: Mumbai Partner
any loans and advances on the basis of security by way of Date: 2nd May, 2014 Membership No.: 38128
pledge of shares, debentures and other securities.
(xiii) In our opinion the Company is not a chit fund or a nidhi
/ mutual benefit fund / society. Therefore the provisions
of clause 4(xiii) of the Companies (Auditor’s Report)
(Amendment) Order, 2004 are not applicable to the Company.
As per our report attached ARUN V. KARAMBELKAR AJIT GULABCHAND Chairman & Managing Director
For K.S.AIYAR & CO. President &
Chartered Accountants Chief Executive Officer - E&C RAJGOPAL NOGJA Group Chief Operating Officer &
Registration No. 100186W Whole-time Director
84
Statement of Profit & Loss for the year ended 31st March 2014
As per our report attached ARUN V. KARAMBELKAR AJIT GULABCHAND Chairman & Managing Director
For K.S.AIYAR & CO. President &
Chartered Accountants Chief Executive Officer - E&C RAJGOPAL NOGJA Group Chief Operating Officer &
Registration No. 100186W Whole-time Director
2013-14 2012-13
A. CASH FLOW FROM OPERATING ACTIVITIES `crore `crore `crore
Net Profit before tax and extraordinary items 90.95 (193.58)
Adjustments for :
Depreciation and Amortisation expenses 144.61 163.40
Finance Cost 607.94 544.10
Dues no longer payable (81.50) -
Interest/Dividend income (123.09) (105.80)
Foreign Currency Monetry Item Translation Difference Account Amortisation (3.12) 0.97
Unrealised Foreign Exchange (Gain)/Loss (net) 11.69 16.09
Loss/(Profit) on sale of Assets (net) (6.72) (27.33)
Loss/(Profit) on sale of investment (net) (0.80) -
549.01 591.43
Operating profit before working capital changes 639.96 397.85
86
SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF Accumulated leave which is expected to be utilised within next 12
THE FINANCIAL STATEMENTS AS AT March 31, 2014 months, is treated as short term employee benefit. The Company
measures the expected cost of such absences as the additional
Note 1 Significant Accounting Policies
amount that it expects to pay as a result of the unused entitlement that
1.1 Basis of Preparation of Finacial Statements has accumulated at the reporting date.
The Company maintains its accounts on accrual basis. Management The Company treats accumulated leave expected to be carried forward
makes estimates and technical & other assumptions regarding the beyond tweleve months, as long-term employee benefit for the
amounts of income and expenses in accordance with Indian GAAP in measurement purposes. Such long term compensated absences are
the preparation of the financial statements. Difference between the provided for based on the actuarial valuations using the projected unit
actual results and estimates are recognised in the period in which they credit method at the year-end.
are determined.
The obligation is measured at the present value of the estimated future
1.2 Fixed Assets cash flows. The discount rates used for determining the present value
Fixed assets are stated at cost of acquisition including attributable of the obligation under defined benefit plans, is based on market yields
interest & financial costs till the date of acquisition / installation of on Government securities as at the Balance Sheet date, having maturity
the assets and improvement thereon less accumulated depreciation periods approximating to the terms of the related obligations.
/ amortisation and accumulated impairment losses if any. Intangible
1.6 Inventories
assets comprise of licence fees , other implementation cost for
software (ERP) and other application softwares acquired for inhouse a) The stock of stores, spares and embedded goods and fuel is
use. valued at cost (weighted average basis), or net realisable value
whichever is lower.
1.3 Depreciation and Amortisation
Depreciation on fixed assets is provided: b) Work-in-Progress is valued at the contract rates and site
mobilisation expenditure of incomplete contracts is stated at
i) In respect of buildings and sheds, furniture and office cost.
equipments on the written down value basis at rates
prescribed in Schedule XIV of the Companies Act, 1956. 1.7 Cash and cash equivalents
ii) In respect of plant & machinery, heavy vehicles, light vehicles, Cash and cash equivalents comprise of cash at bank and cash in hand.
helicopter, aircraft and speed boat on the straight line basis at The Company considers all highly liquid investments with an original
rates prescribed in schedule XIV of the Companies Act, 1956 on a maturity of three months or less from date of purchase, to be cash
pro-rata basis. equivalents.
iii) In respect of computers depreciation is provided on straight line 1.8 Provisions, Contingent liabilities and contingent assets
basis over a period of three years on a pro-rata basis.
Provisions involving substantial degree of estimation in measurement
iv) The depreciation on assets used for construction has been are recognised when there is a present obligation as a result of past
treated as period cost. events and it is probable that there will be an outflow of resourses. A
v) Fixed Assets includes cost incurred on the Lease hold disclosure for a contingent liability is made when there is a possible
Improvements at 247 park which is being amortised over a period obligation or a present obligation that may, but probably will not, require
of Nine years. an out flow of resources. Contingent assets are neither recognised nor
disclosed in the financial statements.
vi) Software and implementation costs including users licence fees
of the Enterprise Resourse Planning (ERP) system and other 1.9 Borrowing costs
application software costs are amortised over a period of 5 years. Borrowing costs that are attributable to the acquisition, construction or
1.4 Investments production of a qualifying asset are capitalised as a part of the cost of
such asset. Other borrowings costs are charged to statement of profit
Investments, which are readily realisable and intended to be held for
and loss as incurred.
not more than one year from the date on which such investments are
made, are classified as current investments. All other investments are 1.10 Foreign Exchange Translation of Foreign Projects and Accounting of
classified as long-term investments. Foreign Exchange Transactions
Current investments are carried in the financial statements at lower of a) Initial Recognition
cost or fair value determined on an individual investment basis. Long-
term(Non Current) investments are carried at cost and provision for Transactions in foreign currencies entered into by the Company
diminution in value is made to recognise a decline other than temporary are accounted at the exchange rates prevailing on the date of the
in the value of the investments. transaction or at rates that closely approximate the rate at the
date of the transaction.
1.5 Employee Benefits
b) Conversion
i) Defined Contribution plan
Foreign Currency Monetary Items are re-translated at the
Contribution to provident fund and superannuation fund is
exchange rate prevailing on the reporting date.
accounted on accrual basis.
c) Treatment of Exchange Differences
ii) Defined Benefit plan
Gratuity is charged to revenue on the basis of actuarial valuation Exchange differences arising on settlement / restatement of
and in case of daily rated workmen on actual basis computed on short term foreign currency monetary assets and liabilities of the
tenure of service as at the end of the year. Company are recognised as income or expense in the Statement
of Profit and Loss.
iii) Other Benefits
The exchange differences arising on settlement / restatement of
Short term and long term compensated absenses are provided long term foreign currency monetary items are capitalised as part
for based on actuarial valuation. The actuarial valuation is done as of the depreciable fixed assets to which the monetary items relates
per projected unit credit method. and depreciated over the remaining balance life of such assets and
Revenue from supply contract is recognized when the substantial 1.17 Employees Stock Option Plan
risk and rewards of ownership is transferred to the buyer. In respect of the stock options granted pursuant to the Company’s
iii) Accounting Policy for Claims Stock Option Scheme, market value of the Company’s shares as on the
grant date was equal to the par value for the options granted, hence no
Claims are accounted as income in the year of receipt of accounting entries as per ESOP guidelines are required to be made.
arbitration award or acceptance by client or evidence of
acceptance received. 1.18 Earning per share
1.13 Accounting for Joint Venture Contracts Basic and Diluted earning per share is calculatd by diving the net profit
or loss for the period attributable to equity shareholders and weighted
(a) Contracts executed in Joint Venture under work sharing average number of equity shares outstanding during the period.
arrangement (consortium) are accounted in accordance with
the Accounting policy followed by the Company as that of an For the purpose of calculating diluted earning per share, the net profit
independent contract to the extent work is executed. or loss for the period attributable to equity shareholders and weighted
average number of equity shares outstanding during the period is
(b) In respect of contracts executed in Integrated Joint Ventures adjusted for the effects of all dilutive potential equity share.
under profit sharing arrangement (assessed as AOP under
88
Notes Forming Part of Accounts
Issued, Subscribed and Paid-up: a) The Company offered 4,458,800 Stock Options on April 25,
2008 (each option carrying entitlement for one equity share
Equity Share Capital
of the face value of `1/- each) at a price of `132.50 per
606,610,420 Equity Shares of `1/- each 60.66 60.66 equity share.
(previous year 606,610,420
In accordance with the approval of the board of directors
Equity Shares of `1/- each)
and shareholders of the company, the ESOP compensation
Add : Forfeited Shares committee at its meeting held on July 20, 2009 had
(previous year 13,225 repriced 4,131,600 options at `104.05 per equity share.
shares ) 0.01 0.01
TOTAL 60.67 60.67 b) The ESOP Compensation committee at its meeting held on
23rd October 2008 granted 1,93,750 options at an exercise
a Reconciliation of the shares outstanding at the beginning and at price of `43.40 per equity share.
the end of the reporting period
The ESOP Compensation Committee of the Company at its
Equity Shares :
Meeting held on August 12, 2010 has decided to double the
Number of Shares No. 606,610,420 606,610,420 number of employee stock options (vested and unvested
outstanding at the beginning Value 60.66 60.65 but not exercised and in-force as on the Record Date i.e.
of the year: August 11, 2010) and halved the exercise price on account
Add: Further issue during the of issuance and allotment of Bonus Equity Shares in the
period proportion of 1:1.
Hincon Holdings Ltd. 33.09% 200,703,600 33.09% 200,703,600 f) Expired / cancelled during the 1,459,280 308,880
year
HSBC Global Investment 3.18% 19,287,142 5.32% 32,257,988
Funds A/C HSBC GIF g) Outstanding at the end of the 4,694,800 6,154,080
Mauritius Ltd. year
Hincon Finance Ltd. 6.32% 38,365,500 6.32% 38,365,500
h) Exercisable at the end of the NIL NIL
Siwa Holding Ltd. 5.95% 36,082,151 5.95% 36,082,151 year
90
Note 5 Long Term Borrowings Non-current portion Current maturities 2) LIC NCD
31.03.2014 31.03.2013 31.03.2014 31.03.2013 On restructuring by CDR, above debentures are classified as RTL-
`crore `crore `crore `crore 1 repayable in 31 quarterly installments commencing from April
15, 2014 and ending on October 15, 2021, having interest yield of
(E) Other Term Loans
11.5% in yield equalization. LIC NCD’s are secured in form of :
From Banks :
1. The parcel of immovable non- residential property
Rupee Loans
admeasuring 22 acres and 24 gunthas located at Tara Village,
1) Standard Chartered Panvel Taluka described as the First Mortgaged Properties.
Bank 4.58 4.58 - -
2. All the present and future movable assets of the Borrower
4.58 13.01 - 11.33
(excluding current assets and the Specified Assets) as the
Foreign Currency Loans Second Mortgaged Properties.
1) Standard Chartered
3. All current assets of the Borrower (other than those
Bank 77.82 69.68 4.97 -
forming part of Additional Assets) as the Third Mortgaged
2) Development Bank of Properties.
Singapore 59.90 56.63 2.50 -
4. All of the Additional Assets collectively referred to as the
3) Toronto Dominion
Fourth Mortgaged Properties.
Bank 53.27 59.08 11.84 10.74
190.99 185.39 19.31 10.74 5. All of the Specified Assets collectively referred to as the
Fifth Mortgaged Properties.
(F) Funded Interest Term Loan
From Banks 34.80 112.08 69.83 37.37 The above security having ranking as below;
From Other Party 1.73 5.21 3.47 1.73 1. a first ranking and pari passu Security Interest by way of
36.53 117.29 73.30 39.10 legal mortgage over the First Mortgaged Properties and
Second Mortgaged Properties
Total Secured Loans
(A+B+C+D+E+F) 2,812.95 3,065.32 258.89 49.84 2. a second ranking and pari passu Security Interest by way of
Note : For securities please refer notes given below. legal mortgage over the Third Mortgaged Properties, Fourth
Mortgaged Properties and the Fifth Mortgaged Properties”
II. Unsecured
A) Term Loans from Banks: - - - - Collateral security pari-passu with all CDR lenders
B) Term Loans from Other 1. Corporate guarantee of HCC Real Estate Limited (HREL) for
Party: `9477.60 crore, against which outstanding amount is
IFCI (NBFC) 141.00 150.00 9.00 - `7895.55 crore.
C) Funded Interest Term 2. Pledge of 200,703,600 equity shares (33.09%) of HCC held
Loan from other by Hincon Holdings Ltd.
parties 3.23 9.71 6.48 3.24
3. Personal guarantee of Mr. Ajit Gulabchand
D) Loans & advances
from related parties 48.00 32.00 - - (B) Rupee Term Loans (RTL-1)
Total Unsecured Loans
On restructuring by CDR, above loans are classified as RTL-1
(A+B+C+D) 192.23 191.71 15.48 3.24
repayable in 31 quarterly installments commencing from April 15,
Total Long Term Borrowings 2014 and ending on October 15, 2021, having interest yield of
(I+II) 3,005.18 3,257.03 274.37 53.08 11.5% in yield equalization. RTL-1 is secured in form of :
5.1 Additional Information to Secured/Unsecured Long Term 1. The parcel of immovable non- residential property
Borrowings: admeasuring 22 acres and 24 gunthas located at Tara
Village, Panvel Taluka described as the First Mortgaged
The long term portion of debentures and term loans are shown under
long term borrowings and the current maturities of the long term Properties.
borrowings are shown under the current liabilties as per the disclosure 2. All the present and future movable assets of the Borrower
requirements of the Revised Schedule VI. (excluding current assets and the Specified Assets) as the
5.2 Details of Securities and Terms of repayment Second Mortgaged Properties.”
The Company received Letter of Approval (LOA) on 29th June,2012 3. All current assets of the Borrower (other than those forming
issued by Corporate Debt Restructuring Empowered Group (CDREG) part of Additional Assets) as the Third Mortgaged Properties
approving CDR package. As on 31st March 2014, the package has been
implemented. The CDR related documents have been executed and 4. All of the Additional Assets collectively referred to as the
security creation stands completed. Fourth Mortgaged Properties
I. Secured 5. All of the Specified Assets collectively referred to as the
(A) Debentures Fifth Mortgaged Properties
Security created by way of registered mortgage over 231.6628 1. a first ranking and pari passu Security Interest by way of
acres of Lavasa land situated in 5 villages namely Village Admal, legal mortgage over the First Mortgaged Properties and
Bhode, Gadle, Padalghar and Ugavali in taluka Mulshi, District Second Mortgaged Properties.
Pune, Maharashtra. On restructuring by CDR, above debentures
are classified as RTL-1 repayable in 31 quarterly installments 2. a second ranking and pari passu Security Interest by way of
commencing from April 15, 2014 and ending on October 15, legal mortgage over the Third Mortgaged Properties, Fourth
2021, having interest yield of 11.5% in yield equalization. Mortgaged Properties and the Fifth Mortgaged Properties.
92
Toronto Dominion LLC - USD 10.83 mn
Note 9 Long Term Provisions
The facility is secured by first priority mortgage and security
Provision for employee benefits 33.89 36.17
interest to and in favour of Wilmington Trust Company (the
security trustee) on one (1) Hawker model 4000 airframe bearing TOTAL 33.89 36.17
manufacture’s serial number RC-26 together with two installed
model PW208 engines more particularly described under Clause Note 10 Short Term Borrowings
no.2.1 as per the Aircraft Charge Agreement executed on January
6, 2011. The FC loan is repayable in 22 equal quarterly installments I. Secured
of apprx. `2.96 crore each having period of maturity w.r.t. the Loans repayble on demand
balance sheet date is 5.5 years. The loan has interest rate of 3
From Banks Rupee Loan:
month Libor plus 120 basis points.
1) Cash Credit Account 1,483.96 1,244.23
(F) Funded Interest Term Loan
2) Standard Chartered Bank 50.00 50.00
On restructuring by CDR, balance FITL of `109.83 crore
repayable in 6 equal quarterly installments from April 15, 2014 to 3) Buyer’s Credit - 20.10
July 15, 2015 having interest 11.25% p.a. .linked to monitoring 1,533.96 1,314.33
institution’s base rate. FITL pertaining to RTL-1 and RTL-2 is
secured as per security being offered to RTL-1 and RTL-2. II. Unsecured
B) Term Loans from Other Party: (B) Loans and Advances from related
parties 3.52 3.52
IFCI - Unsecured loan of ` 150 crore
TOTAL 1,537.48 1,317.85
The loan has been restructured, repayable in 31 quarterly
installments commencing from April 15, 2014 and ending on I. Secured
October 15, 2021, having interest rate of 11.5% p.a.
Loans repayble on demand
C) Funded Interest Term Loan
1. Cash Credit Limits
On restructuring, balance IFCI FITL of `9.71 crore is repayable in
6 equal quarterly installments commencing from April 15, 2014 On restructuring by CDR, working capital (WC) facilities are
and ending on July 15, 2015 having interest of 11.5% p.a. chargeable at interest rate of 11.75% p.a. linked to monitoring
institution’s base rate. WC is secured in form of;
Note 6 Deferred Tax Liabilties (Net)
1. The parcel of immovable non- residential property
Deferred Tax liability for the period ended March 31, 2014 has been provided
admeasuring 22 acres and 24 gunthas located at Tara
on the estimated tax computation for the year.
Village, Panvel Taluka described as the First Mortgaged
Major components of deferred tax assets and liabilities arising on account of Properties.
timing differences are:
2. All the present and future movable assets of the Borrower
As at As at (excluding current assets and the Specified Assets) as the
31.03.2014 31.03.2013 Second Mortgaged Properties.
`crore `crore `crore 3. All current assets of the Borrower (other than those
forming part of Additional Assets) as the Third Mortgaged
Deferred Tax Liabilty
Properties.
Depreciation 105.81 111.39
4. All of the Additional Assets collectively referred to as the
Claims/Arbitration Awards 370.93 204.47 Fourth Mortgaged Properties.
Others 16.82 5.70
5. All of the Specified Assets collectively referred to as the
Deferred Tax Asset Fifth Mortgaged Properties.
Business Loss/ (438.58) (280.28) The above security having ranking as below;
Unabsorbed Depreciation
1. A first ranking and pari passu Security Interest by way of
Others (31.27) 23.71 (26.99)
legal mortgage over the Third Mortgaged Properties and
TOTAL 23.71 14.29 Fourth Mortgaged Properties.
Note 8 Other Long Term Liabilities 1. Corporate guarantee of HCC Real Estate Limited (HREL)
a) Tax Payable 0.09 0.35 for `9477.60 crore, against which outstanding amount is
`7895.55 crore.
b) Due to Employees 0.31 0.56
c) Advances from Contractees 19.26 6.72 2. Pledge of 200,703,600 equity shares (33.09%) of HCC held
by Hincon Holdings Ltd.
d) Other Payables 54.93 49.23
TOTAL 74.59 56.86 3. Personal guarantee of Mr. Ajit Gulabchand
3. Personal guarantee of Mr. Ajit Gulabchand iii) Tax Payable 17.24 23.01
Yes bank is having subservient charge on identified iv) Due to Employees 41.82 37.16
receivables. Yes Bank issued NOC dated 4th Sept’12 for v) Statutory Dues Payable 1.20 1.23
ceding first charge in favour of Working Capital Lenders and
vi) Due to Related Party 4.87 7.64
second charge in favour of Term Lenders.
vii) Capital Vendors 11.63 4.36
As at As at
485.72
31.03.2014 31.03.2013
`crore `crore TOTAL 1670.75 1681.35
Note 11 Trade Payables 12.1 Advances from contractees includes `758.97 crore (previous year
Payables 951.16 960.01 `986.60 crore) which has been guaranteed by Company’s bankers.
TOTAL 951.16 960.01
Note 13 Short Term provisions
11.1 The Company has amounts due to suppliers under the Micro, Small and
Medium Enterprises Development Act 2006, as at March 31, 2014. Provision for employee benefits 8.45 9.22
8.45 9.22
The disclosure pursuant to the said Act is as under:
As at As at
31.03.2014 31.03.2013
`crore `crore
Principal amount due to suppliers 3.83 5.03
under MSMED Act
Interest accrued and due to suppliers 0.97 0.32
under MSMED Act on the above
amount
Payment made to suppliers (other than 1.05 4.41
interest) beyond appointed day during
the year
Interest paid to suppliers under - -
MSMED Act
94
Fixed Assets Schedule `crore
Note 14
Leasehold premises 18.26 0.11 - - 18.37 5.33 2.05 - 7.38 10.99 12.93
Buildings & Sheds 33.58 - - - 0.01 33.57 17.67 2.01 0.01 19.67 13.90 15.91
Plant & Machinery 1,534.80 50.41 12.87 0.05 79.70 1,518.43 811.84 111.59 68.34 855.09 663.35 722.96
Furniture and Fixtures 20.70 0.00 - - 0.15 20.55 9.91 1.95 0.14 11.72 8.83 10.79
Office Equipments 9.74 0.27 - - 0.32 9.69 6.87 0.43 0.29 7.01 2.68 2.87
Heavy Vehicles 179.36 3.05 0.01 - 21.93 160.49 105.38 17.32 15.79 106.91 53.58 73.98
Light Vehicles 36.86 - - - 1.53 35.33 18.25 3.10 1.21 20.14 15.19 18.61
Helicopter / Aircraft 172.04 - 7.42 - - 179.46 35.03 10.22 - 45.25 134.21 137.01
Computers 24.48 0.09 - - 7.73 16.84 23.36 0.80 7.66 16.50 0.34 1.12
Total Tangible Assets: 2,040.46 53.93 20.30 0.05 111.37 2,003.37 1,034.11 149.61 93.44 1,090.28 913.09 1,006.35
Total Intangible Assets 22.43 - - 22.43 18.39 1.73 - 20.12 2.31 4.04
Total Fixed Assets 2,062.89 53.93 20.30 0.05 111.37 2,025.80 1,052.50 151.34 93.44 1,110.40 915.40 1,010.39
Previous Year 2,056.22 67.01 16.27 0.01 76.62 2,062.89 931.75 170.37 49.62 1,052.50 1,010.39
96
As at 31.03.2014 As at 31.03.2013 As at As at
31.03.2014 31.03.2013
Unquoted Quoted Unquoted Quoted
`crore `crore
`crore `crore `crore `crore
c) Advance Payment of Taxes net of 112.50 159.32
(v) Khandwala Securities 0.00* 0.00* provision
Ltd.
Advance Tax `212.50 crore
3,332 Equity Shares of (PreviousYear `241.43 crore)
`10/- each fully paid
including MAT credit entitlement
(vi) Hincon Finance Ltd. `64.40 crore (Previous Year `64.40
crore)
(Formerly known as
Hindustan Finvest Ltd.) Provision for Tax `100.00 crore,
(Previous Year `80.59 crore)
1,20,000 Equity Shares of 0.12 0.12
`10/- each fully paid d) Loans & Advances to Related 1071.81 1012.32
Parties(Refer note 22.1)*
(B) Investments in Debentures :
e) Loans and advances to Employees 0.24 0.27
(i) Vikhroli Corporate Park
Pvt. Ltd. f) Advances Recoverable in Cash or in
Kind or for Value to be received 4.60 4.54
'VCP Ltd. 49.04 -
17.91%Optionally Fully TOTAL 1,211.76 1213.31
Convertible Debenture
* Loans and advance to related parties represent inter corporate deposit
Series-I
placed with subsidiaries.
4,904(Previous year
Note 17 Long Term Trade Receivables
Nil) Debentures of
`1,00,000/- each fully Unsecured, Considered Good
paid Trade Receivables 1121.94 695.97
VCP Ltd. 6.32%Optionally 24.32 - (Including Retention `69.30 crore (Previous year
Fully Convertible `50.94 crore)
Debenture Series-II
Less: Advances Received against Workbill 34.94 30.41
2,432(Previous year
Nil) Debentures of TOTAL 1087.00 665.56
`1,00,000/- each fully
paid Note 18 Other Non Current Assets
22.2 Inter Corporate Deposits are repayable on demand and interest is charged at market rates except interest free loan to the tune of `294.27 crore (Previous
year `309.40) to HCC Real Estate Ltd.
22.3 Loans and Advances include an amount due from an Officer of the Company `NIL (previous year `0.02 crore). Maximum amount outstanding for the
period `0.02 crore (previous year `0.05 crore).
98
As at As at For the For the
year ended year ended
31.03.2014 31.03.2013
31.03.14 31.03.13
Note 23 Other Current Assets ` crore ` crore
`crore `crore
Interest Accrued on others 6.24 8.86
d) Repairs to Machinery 6.77 7.39
TOTAL 6.24 8.86
e) Other Repairs 4.12 1.87
f) Rent 18.65 30.21
For the year For the year
g) Water Charges 1.74 4.52
ended ended
31.03.14 31.03.13 TOTAL 2,819.30 2,870.18
Note 24 Revenue from operations `crore `crore 27.1 Sub-contract, transportation, hire etc. include insurance `39.34 crore
a) Contract Revenue (previous year `38.48 crore), rates and taxes `204.36 crore (previous
year `168.59 crore ) and lease rent `20.80 crore (previous year `27.39
Contract Revenue 3,885.74 3,634.15 crore ).
Add: Company’s Share of Turnover in 74.01 0.20
27.2 Light vehicle expenses grouped under construction expenses include
Integrated Joint Ventures(refer note 37)
insurance `1.51 crore (previous year `1.91 crore) and taxes `0.10 crore
b) Sale of Products 152.32 199.30 (previous year `0.21 crore).
c) Other Operating Income 1.42 5.00 27.3 The Company has taken various construction equipments and vehicles
TOTAL 4,113.49 3,838.65 under non cancelable operating leases. The future minimum lease
payments in respect of these as at 31st March, 2014 are as follows.
As at As at
Note 26 COST OF MATERIAL CONSUMED
31.03.14 31.03.13
Stock at Commencement 15.81 19.28 Note 28 EMPLOYEE BENEFIT EXPENSES `crore `crore
Add: Purchases 62.87 52.98 a) Salaries and Wages 344.40 358.04
78.68 72.26 b) Contribution to Provident and other 21.60 19.62
funds
Less: Scrap and Unserviceables Sold 1.16 0.33
c) Staff Welfare Expenses 22.46 24.37
77.52 71.93 TOTAL 388.46 402.03
Less: Stock at Close 9.84 15.81
28.1 Remuneration paid to Chairman & Managing Director is in excess of
TOTAL 67.68 56.12 the limits specified in Schedule XIII of the Companies Act, 1956 by
`10.18 crore (previous year `10.18 crore). The Company has made an
application seeking approval from Central Government. Approval for
Note 27 CONSTRUCTION EXPENSES both the years is awaited.
a) Construction Material Consumed:
Note 29 FINANCE COST
Stock at Commencement 274.99 309.84
a) Interest Expense
Add: Purchases 952.58 1,214.99 (i) On Debentures 23.10 20.35
1227.57 1524.83 (ii) On Other Accounts 561.38 496.29
Less: Scrap and Unserviceables Sold 22.39 15.23 b) Other Borrowing costs
1205.18 1509.60 (i) Guarantee, Commission and 15.21 15.95
Charges
Less: Stock at Close 245.91 274.99
(ii) Finance Charges 8.30 11.56
Total 959.27 1234.61 607.99 544.15
b) Sub-Contract, Transportation, Hire etc. 1616.38 1,391.69 Less: Interest Capitalised 0.05 0.05
c) Power and Fuel 212.37 199.89 TOTAL 607.94 544.10
(g) Repairs and Maintenance 5.29 4.22 EPS computation (Nos.) 60,66,10,420 60,66,10,420
(h) Building Maintenance 6.12 6.17 Diluted EPS ( before and (`) 1.33 (2.27)
after Extraordinary Items)
(i) Directors' Fees 0.16 0.22
(j) Auditors' Remuneration: 33. Contingent Liabilities As at As at
(i) Audit Fees 0.64 0.64 31.03.2014 31.03.2013
`crore `crore
(ii) Tax Audit Fees 0.16 0.16
(i) Counter Indemnities given to Banks,
(iii) For Reviews and 0.65 0.63 in respect of contracts:
Certification Work
(a) For works in India (Secured on all 1,117.58 962.99
(iv) Reimbursement the assets)
of Out of Pocket
Expenses 0.01 0.01 (b) *For works abroad (secured by 54.06 101.11
ECGC counter guarantees)
1.46 1.44
*(Converted in rupees at the rate
(k) Miscellaneous Expenses 14.34 13.62 fixed by the Bank)
(l) Computer Maintenance & 13.88 13.02 (ii) Claims not acknowledged as debts 3.21 3.89
Development Expenses by the Company.
(n) Loss on Sale of investment 13.85 14.57 (iii) Income Tax Liability (AY 2008-09) 24.63 21.66
that may arise in respect of which
(o) Exchange Loss (net) 0.77 -
Company is in appeal
TOTAL 132.77 116.48 (The first appellate authority has
30.1 In accordance with Accounting Standard 11 (Revised) the net exchange decided almost all matters, except
one, in favour of the Company
Loss debited to Statement of Profit & Loss is `13.85 crore (previous
resulting in substantial reduction in
year Loss `14.57 crore).
the tax liability provided in financial
year 2010-11. Now company is in
Note 31 EXCEPTIONAL ITEMS appeal before Income tax Appellate
Tribunal for entitlement of actual loss
Nature of (Expense)/Income
claimed for the project instead of
Interest Cost relief due to CDR Package - (45.98) estimated loss.)
Professional Charges in relation to CDR (iv) Sales Tax liability / Works Contract 79.88 30.94
Package - 30.40 Tax liability / Service Tax / Customs
Liability that may arise in respect of
TOTAL - (15.58) matters in appeal (Net of an amount
of `6.85 crore (previous year `6.85
crore) recoverable from Clients as per
32. EARNING PER SHARE the terms of contract)
Basic EPS (vi) Corporate Guarantees:
A. Profit/(Loss) computation The Company has provided an
for basic earnings per share undertaking to pay in the event of
of `1/-each default on loan given by a bank to
Net Profit as per Profit & subsidiary, fellow subsidiary and
Loss Account available for Joint Ventures.
Equity shareholders (`crore) 80.64 (137.64) a) Lavasa Corporation Limited 551.79 664.89
100
was not part of tender/contract. Total amount outstanding on this
33. Contingent Liabilities As at As at
account as of 31st March is `33.14 crore (previous year `32.99 crore).
31.03.2014 31.03.2013
`crore `crore These amounts are under discussion/referred to Arbitration as the case
may be, and based on legal opinion are considered as recoverable in
d) HCC Infrastrucutre Limited 300.00 300.00 due course of time.
34. The Income-tax assessments of the Company have been completed 41. The Company has a single segment namely “Engineering &
upto the accounting year ended 31st March, 2010. Few appeals Construction”. Therefore, the Company’s business does not fall under
preferred by the Company are pending before appellate authorities. different business segments as defined by Accounting Standard 17-
“Segmental Reporting” referred to in subsection (3C) of section 211 of
35. Company has invested `474.36 crore in HCC Real Estate Ltd. (HREL)
the Companies Act, 1956.
and the outstanding balance of loans and advances as on 31st March
2014 amounts to `391.77 crore. The consolidated networth of HREL as 42. Disclosure in accordance with Accounting Standard - 7 ( Revised) -
on 31st March, 2014 is `(18.38) crore. Considering the intrinsic value Amount due from / to customers on Construction Contracts.
of the assets of the business under the fold of HREL such as LAVASA
etc, wherein, the potential of market appreciation over book value is `crore `crore
substantially high, the networth of HREL does not represent its true 2013-14 2012-13
market value. The diminution is of temporary nature and the loans
together with interest accrued thereon are good and recoverable. Contract Revenue for the period 3,889.75 3,649.41
Contract Costs incurred till date 22,741.92 19,551.95
36. Company has also invested in HCC Infrastructure Ltd. (HIL) `0.25
crore and there are outstanding loans and advances of `842.76 crore Recognised Profits / Losses till date 3,056.59 2,356.80
as of 31st March, 2014. The consolidated networth of HIL as on
Advances received from Customer 900.64 1,104.05
31st March 2014 is `(193.33) crore. HIL is engaged in the business
of building infrastructure on BOT( Build, Operate and Transfer) basis Retention Money 343.17 308.21
through specific SPVs for each projects under HCC Concessions Ltd. Gross amount due from Customer for 3,297.94 3,641.06
These BOT projects do takes beyond 15 to 20 years to unlock its Contract Work
true potential. These businesses also generate captive construction
contracts to the Parent company. Therefore the diminution in the value Gross amount due to Customer for - -
of HCC Infrastructure Ltd. is temporary in nature and the Loans given Contract Work
together with the interest thereon are good and recoverable.
Note :- The above information is given only in respect of contracts
37. Uncompleted Contracts and Value of Work Done, Long Term Trade entered into on or after 01.04.03.
Receivable and Short Term Loans and Advances as at 31st March,
43. (a) Contracts executed by the following Joint Ventures are accounted
2014 include claims of `445.53 crore, `34.33 crore and `38.50 crore
for as per accounting policy no. 1.13(a)
respectively .These claims and receivables are overdue for long period
and mainly in respect of certified work done, cost over-run arising
i) HCC-Van Oord Joint Venture ix) HCC – MEIL - CBE Joint
due to client caused delays, deviation in design and change in scope of
Venture
work; for which Company is at various stages of negotiation/discussion
with the clients or under arbitration on a continuing basis. Considering ii) Samsung- HCC Joint Venture x) HCC – MEIL - BHEL Joint
the contractual tenability, progress of negotiation/discussion with client Venture
and based on the past experience of the Company, the management is iii) L & T - HCC Joint Venture xi) HCC – MEIL - SEW- AAG
reasonably confident of the recovery of the same. Joint Venture
iv) HCC- KBL Joint Venture xii) HCC – MEIL - SEW Joint
38. In compliance with the Accounting Standards as applicable to its nature Venture
of business, the company has been recognizing the Revenue, on
v) HCC- NCC Joint Venture xiii) HCC-Halcrow Joint Venture
receipt of favourable Arbitration Awards on its claims including interest
as awarded from time to time. The aggregate amount outstanding vi) HCC- CEC Joint Venture xiv) HCC-Laing-Sadbhav
in the books as of 31st March, 2014 is `1299.68 crore (previous year vii) HCC- NOVA Joint Venture xv) HCC -MEIL- NCC- WPIL
`737.05 crore). Five of such Arbitration Awards were set-aside by Joint Venture
different courts, such as Dist Court/High Courts aggregating to `105.44
viii) HCC – CPPL Joint Venture xvi) MEIL- IVRCL- HCC - WPIL
crore (previous year `105.44crore) (excluding interest of 12% from
Joint Venture
the date of 13th feb, 2004 on one of the award amounting to `17.81
crore), on appeal by clients. On examining the merits of the claims/ (b) Contracts executed by the following Joint Ventures are accounted
Arbitration Awards/Court Judgments, the company has preferred for as per accounting policy no. 1.13(b)
Appeals at Higher Court/Supreme Court as the case may be. Under the
circumstances, the company has been legally advised that it has good Name of the Name of Method of Share of
case on merits and therefore no provision considered necessary. Venture Venture/s Accounting Interest
Partner/s
39. Trade Receivable and Uncompleted Contracts and Value of Work Done
(net of client advances) as at 31st March, 2014 include `17.55 crore and HCC-L&T Larsen & Percentage 57%
`18.24 crore in respect of a project which has been handed over to Purulia Toubro Ltd. completion
the client and `3.41 crore and `29.95 crore in respect of two projects HCC-Pati Pati Sendirian, Percentage 50%
for which work has been suspended by client. The company is in Berhad completion
continuous dialogue with the client and also contemplating appropriate Nathpa Jhakri Impregilio Spa, Completed 40%
legal action for realization of these dues. Management is reasonably Italy Contract
confident of recovery of these amounts. Kumagai- Skanska, Completed 19.60%
Skanska Kumagai Contract
40. In respect of certain projects, client has recovered from work bills,
Building and Labour cess as per the provisions of “Building and Other HCC-Itochu Itochu
Construction Workers ( Regulation of Employment and Conditions of Group
Service) Act, 1996”. Company has claimed these amount from clients
as per the provisions of the Contract, being levy made applicable
subsequent to award of the contract as this incidence of expenditure
44. Financial Interest in Jointly Controlled Entities. Particulars Currency Foreign Foreign
Currency `crore Currency `crore
in crore in crore
`crore
Liabilities:
HCC’s Share of Loans from USD 3.50 210.30 3.60 196.13
Assets Liabili- Turno- Other Ex- Capital Con- Banks
ties ver In- penses Com- tin- Trade Payables USD 0.02 1.35 0.04 2.16
come mit- gent
EUR 0.32 26.43 0.48 33.87
ment Liabil-
ity SGD 0.00 0.15 0.03 1.26
Name of the As at For the period ended AUD 0.01 0.62 - -
Joint Venture 31.03.2014 31.03.2014 SEK - - 0.08 0.68
HCC-L&T 5.76 0.87 - - 0.01 - - Assets:
Purulia Joint (5.77) (0.87) - (0.01) (0.01) - 0.57 Inter USD 1.38 82.14 1.34 72.27
Venture Corporate
HCC-Pati Joint 3.52 5.22 - - - - Deposits
Venture and interest
(3.52) (5.22) - - 0.00 - -
thereon
Nathpa Jhakri 5.91 0.01 - 2.57 1.10 - 2.28
Trade EUR 0.44 37.35 0.89 62.28
Joint Venture (4.45) (0.03) - (0.16) (-1.57) - - Receivables
Kumagai- 0.33 3.09 0.03 0.03 - 4.22 Bank balances USD 0.01 0.70 0.01 0.58
Skanska (0.50) (3.27) (0.20) (0.03) (0.26) - (-4.46) EUR 0.37 30.42 0.05 3.33
HCC-Itochu
Group 46. (i) Additional information pursuant to the provisions of part II of
Dhule 306.33 306.33 29.01 0.12 63.61 13.52 - Schedule VI to the Companies Act, 1956 (wherever applicable).
Palesner (303.66) (303.66) (19.92) (0.41) (59.92) (-41.6) -
Tollway Ltd. `crore
Alpine- 5.38 27.54 - 0.38 0.79 - - 2012-14 2011-13
Samsung- (9.72) (31.48) - (0.08) (6.18) - (-0.03) A. Value of Imports calculated on CIF Basis :
HCC Joint (i) Raw Material 9.27 11.49
Venture
(ii) Components, embedded goods and
spare-parts 25.58 132.98
(iii) Capital goods 26.48 6.06
102
B. Expenditure in foreign currencies : The Company has given inter alia an undertaking in respect of
investment in Baharampore - Farakka Highway Ltd., Farakka - Raiganj
(i) Sub Contracting 95.12 132.84
Highway Ltd., Dhule Palesner Tollway Ltd., and Raiganj - Dalkhola
(ii) Professional, Technical & 18.67 11.60 Highway Ltd. to NHAI, it will not transfer its shareholding till the
Consultancy commercial operation date The company has entered into sales
(iii) Salary to Expatriate 8.27 6.00 agreement with HCC Concession Ltd. to sell these shares at book
(iv) Interest 6.09 1.23 value at future date on fulfillment of obligation as per undertaking
given to NHAI. The company has received advance consideration of
(v) Others 9.39 9.69
`42.64 crore for transfer of the above shares at book value from HCC
Total 137.53 161.36 Concession Ltd., subject to necessary approvals and consents to the
C. Value of imported extent required in the following BOT SPV’s:
and indigenous 2013-14 2012-13
components, Name of BOT SPV No. of shares `crore
embedded goods `crore % `crore %
and spare parts Bahrampore Farakka Highways Limited 11,700,000 11.70
consumed:
Farakka Raiganj Highways Limited 13,000,000 13.00
(i) Imported into 127.05 11.02 18.24 1.41
India Raiganj Dalkhola Highways Limited 1,560,000 1.56
(ii) Indigenous, to Dhule Palesner Tollway Limited 16,380,000 16.38
the site 1,025.95 88.98 1,272.49 98.59
Total 42,640,000 42.64
Total 1153.00 100.00 1,290.73 100.00
D. Earnings in foreign currencies 2013-14 2012-13
48. Disclosure relating to Employee Benefits - As per Revised AS - 15
(on accrual basis)
Export of goods or services on F.O.B. 127.68 44.74 `crore
basis work bills realised on contracts 2013-14 2012-13
and Interest income
Non Funded Non Funded
(ii) Additional Information pursuant to the provisions of paragraphs 3
& 4 of part II of Schedule VI to the Companies Act, 1956 . Gratuity Leave Gratuity Leave
Encashment Encashment
`crore
A. Expenses recognised in the statement of Profit & Loss Account for
Class of Unit Opening Production Sales Sales Closing Closing the period ended 31.03.2014
Goods Stock Quantity Quantity Value Stock Stock
Quantity Value 1. Current Service 2.60 0.82 2.89 2.25
Aggregate MT 451,182 1,661,891 1,811,187 73.86 294,325 7.85 Cost
Class of Unit Material Material 2. Interest Cost 2.33 1.13 2.20 1.22
Goods Consumed Consumption 3. Expected Return on - - - -
Aggregate MT 1,818,748 60.46 Plan Assets
Structural 6.05
4. Net Actuarial (Gain) (2.24) (1.32) 0.01 (3.48)
Steel
/ Loss recognised
Others 1.17 during the year
67.68
5. Settlements cost/
others 1.54 (0.19) 0.08 1.48
47. Private Equity Investment and Consolidation of BOT SPVs
Total Expenses / (Income) 4.23 0.44 5.18 1.47
During the year 2011-12, HCC transferred it’s equity shareholding in
HCC Concessions Ltd. (HCL) to HCC Infrastructure Company Ltd.(HIL)
to consolidate BOT businesses, rendering HCL 100% subsidiary of HIL. B. Net Asset / (Liability) recognised in the Balance Sheet
Pursuant to Shareholders Agreement (SHA) executed on 9th August 1. Present value of the 26.80 11.72 28.23 13.72
2011, Xander Investment Holding XXVI Limited (Xander), has acquire obligation.
14.55% equity stake in the HCC Concessions Ltd., by subscribing to
equity shares and Compulsorily Convertible Cumulative Preference 2. Fair value of Plan - - - -
Shares (CCCPS) for a total consideration of `240 crore. The CCCPS Assets
shall be compulsorily convertible at the earlier of (a) a Qualified IPO 3. Funded Status
(b) 10 years from the date of their issuance (c) In the event the entire (surplus / deficit) - - - -
shareholding of any of the Group Entities listed at Annexure 2.10 is not
sold and transferred to the Company within the time periods set forth Net Asset / (Liability) 26.80 11.72 28.23 13.72
at Section 2.10, the Investor shall have the right to seek conversion of recognised in the Balance
all or part of the CCPSs held by it into Equity Shares in accordance with Sheet
the formula set forth at Annexure 2.14 to increase in the Shareholding 4. Add: a. Provision for 2.15 0.08 1.13 0.35
of the Investor in the Company. The Investor may exercise its right to separated
seek conversion under this sub-section, anytime within 2 (two) years employees/
from the Transfer Date.. Others
As per SHA and SSA, HCC is required to hold 100% equity stake in HIL b. Provision
until Private Equity Investor gets an exit from HCL through an IPO or at overseas
otherwise and there are certain customary restrictions on pledging / branch - - - 0.22
creation of any encumbrance over shares / assets of HCL/ BOT SPVs.
Gratuity 24.88 25.93 4.07 3.43 23 SNC Valleiry Subsidary 100 Steiner- AG
Route de Bloux
Leave Encashment 9.01 10.24 2.79 4.05
24 Eurohotel SA Subsidary 95 Steiner- AG
Sick Leave Encashment - - 1.59 1.74
25 Steiner India Ltd. Subsidary 100 Steiner- AG
33.89 36.17 8.45 9.22
104
No. NAME OF THE Relationship % of Parent Company No. NAME OF THE Relationship % of Parent Company
COMPANY Holding COMPANY Holding
26 Highbar Subsidary 100 Highbar Technologies 49 Green Hills Subsidary 60 Lavasa Corporation Ltd.
Technologies Ltd. Residences
FZLLC Limited
27 Dhule Palesner Subsidary 100 HCC Infrastructure 50 My City Subsidary 63 Lavasa Corporation Ltd.
Operations & Company Ltd. Technology
Maintenance Ltd. Limited
28 HCC Power Subsidary 100 HCC Infrastructure 51 Reasonable Subsidary 100 Lavasa Corporation Ltd.
Limited Company Ltd. Housing Limited
29 HCC Concession Subsidary 85.45 HCC Infrastructure
52 Future City Subsidary 100 Lavasa Corporation Ltd.
Ltd. Company Ltd.
Multiservices
30 HCC Operation Subsidary 100 HCC Infrastructure SEZ Limited
and Maintenance Company Ltd. (Formerly Known
Ltd. as Minfur Interior
Narmada Bridge Subsidary 100 HCC Concession Ltd. Technologies
31
Tollway Ltd. Limited)
32 Badarpur Subsidary 100 HCC Concession Ltd. 53 Rhapsody Subsidary 100 Lavasa Corporation Ltd.
Faridabad Tollway Commercial
Ltd. Space Limited
(formerly known
33 Nirmal Bot Ltd. Subsidary 100 HCC Concession Ltd. as Rhapsody
34 Baharampore- Subsidary 100 HCC Concession Hospitality
Farakka Ltd. 74%, Hindustan Limited)
Highways Ltd. Construction Co Ltd. 54 Sirrah Palace Subsidary 100 Lavasa Corporation Ltd.
26% Hotels Limited
35 Farakka-Raiganj Subsidary 100 HCC Concession
55 Valley View Subsidary 100 Lavasa Corporation Ltd.
Highways Ltd. Ltd. 74%, Hindustan
Entertainment
Construction Co Ltd.
Limited
26%
56 Whistling Thrush Subsidary 51 Lavasa Corporation Ltd.
36 Raiganj-Dalkhola Subsidary 100 HCC Concession
Facilities Services
Highways Ltd. Ltd. 90%, Hindustan
Limited
Construction Co Ltd.
10% 57 Warasgaon Subsidary 100 Lavasa Corporation Ltd.
Lavasa Subsidary 68.7 HCC Real Estate Ltd. Power Supply
37
Corporation Limited
Limited 58 Sahyadri City Subsidary 100 Lavasa Corporation Ltd.
38 Lavasa Hotel Subsidary 100 Lavasa Corporation Ltd. Management
Limited Limited
39 Apollo Lavasa Subsidary 62.5 Lavasa Corporation Ltd. 59 Warasgaon Subsidary 100 Lavasa Corporation Ltd.
Health Tourism Limited
Corporation Ltd.
60 Our Home Subsidary 100 Lavasa Corporation Ltd.
40 Dasve Business Subsidary 100 Lavasa Corporation Ltd. Service
Hotel Ltd. Apartments
Dasve Subsidary 100 Lavasa Corporation Ltd. Limited
41
Convention 61 Hill City Service Subsidary 100 Lavasa Corporation Ltd.
Center Ltd. Apartments
42 Lakeshore Subsidary 100 Lavasa Corporation Ltd. Limited
Watersports Co. 62 Warasgaon Subsidary 100 Lavasa Corporation Ltd.
Ltd. Infrastructure
43 Dasve Hospitality Subsidary 100 Lavasa Corporation Ltd. Providers Limited
Institutes Ltd. 63 Kart Racers Subsidary 100 Lavasa Corporation Ltd.
44 Lakeview Clubs Subsidary 100 Lavasa Corporation Ltd. Limited
Limited
64 Nature Lovers Subsidary 100 Lavasa Corporation Ltd.
45 Dasve Retail Ltd. Subsidary 100 Lavasa Corporation Ltd. Retail Limited
46 Full Spectrum Subsidary 91 Lavasa Corporation Ltd. 65 Osprey Subsidary 100 Lavasa Corporation Ltd.
Adventure Ltd. Hospitality
Spotless Laundry Subsidary 76 Lavasa Corporation Ltd. Limited
47
Services Ltd. 66 Mugaon Luxury Subsidary 100 Lavasa Corporation Ltd.
48 Lavasa Subsidary 100 Lavasa Corporation Ltd. Hotels Limited
Bamboocrafts 67 Starlit Resort Subsidary 100 Lavasa Corporation Ltd.
Ltd. Limited
1) Nathpa Jhakri Joint 6) Alpine - HCC Joint Venture HCC Samsung Joint Venture CC 34 - 0.52 -
Venture
(-) (-) (-)
2) HCC-Pati Joint Venture 7) Dhule Palesner Tollway Ltd.
3) Kumagai-Skanska-HCC- 8) HCC Samsung Joint Venture Hincon Finance Ltd. - - -
Itochu Group CC 34
(-) (-) (0.01)
4) HCC-L & T Purulia Joint 9) ARGE Prime Tower, Zürich
Venture Total - 0.52 -
1) Warasgaon Lake View Hotels Limited (Previously known Lavasa Corporation Ltd. 26.62 - -
as Lavasa Star Hotel Limited)
(37.53) (-) (-)
2) Andromeda Hotels Limited
Vikhroli Corporate Park Pvt. Ltd. - - 92.35
3) Bona Sera Hotels Ltd.
4) Knowledge Vistas Limited - (-) (-)
5) Ecomotel Hotel Limited Hincon finance Ltd. - - -
6) Evostate AG
(-) (-) (0.52)
7) MCR Managing Corp. Real Estate
8) Projektentwicklungsges. Parking Kunstmuseum AG Nathpa Jhakri Joint Venture - - -
106
`crore `crore
Nature of Transactions Subsidiary Integrated Other Nature of Transactions Subsidiary Integrated Other
Companies JV’s Related Companies JV’s Related
Parties Parties
HCC Operation and Maintaince Ltd. 4.31 - - Farakka -Raigamj Highway Ltd. - - -
1.95 -
Share application money given
(pending Allotment) (2.53) - -
Dhule Palesner Tollway Ltd. - - - Inter Corporate Deposit given /
repaid during the year
(-) (4.64) (-)
HCC Infrastructure Co Ltd. 19.90 - -
Raiganj Dalkola Highways Ltd. 1.44 - -
(3.50) (-) (-)
(1.44) (-) (-)
HCC Real Estate Ltd. 49.47 - -
Total 1.44 - -
- (-) (-)
(1.44) (4.64) (-)
HCC Concessionss Ltd. - - -
Investment made during the year
(16.50) (-) (-)
Highbar Technologies Ltd. 1.30 - -
Others - -
(-) - (-)
- (-) (-)
Vikhroli Corporate Park Pvt. Ltd. - - -
Total 69.37 - -
(-) (-) (-)
(20.00) (-) (-)
Baharampore -Farakka Highway Ltd. - - -
Inter Corporate Deposit taken/
(5.62) (-) (-) recovered during the year
108
2. This DDCD carry a coupon of 6% per annum on the
`crore
subscription amount and have a maximum tenor of 5
Nature of Transactions Subsidiary Integrated Other years. The investor has an option to convert DDCDs into
Companies JV’s Related equity shares at anytime within 5 years from the closing
Parties date at an equity valuation of `10,000 crore or at the time
HCC Mauritius Enterprises Ltd. 110.94 - - of Initial Public Offer (IPO) whichever is earlier. DDCDs are
compulsorily convertible at the end of 5 years at an equity
(167.78) (-) (-)
valuation of `10,000 crore. The Investor and HCC have a put
HCC Infrastructure Company Ltd. 300.00 - - /call option respectively to sell / purchase the DDCD at the
end of 39th, 48th and 60th month from the closing date 6th
(300.00) (-) (-)
November, 2009.
Others 92.42 - -
ii) IndusInd Bank has subscribed `50 crore in the form of
(-) (-) (-) Deep Discount Convertible Debentures (“DDCD”). This
Total 1,055.15 - - DDCD carry a coupon of 6% per annum on the subscription
amount and have a maximum tenor of 5 years. The investor
(1,132.67) (-) (-)
has an option to convert DDCD into equity shares of
Corporate Guarantees taken and the Company at anytime within 5 years from the closing
outstanding at the end of the year. date at an equity valuation of `10,000 crore. DDCDs are
HCC Real Estate Limited 10,477.60 - - compulsorily convertible at the end of 5 years at an equity
valuation of `10,000 crore. The Investor and HCC have a
(9,447.00) (-) (-) put/call option respectively to sell / purchase the DDCD at
Total 10,477.60 - - the end of 36th, 48th and 60th month from the closing date
10th July, 2009.
(9,447.00) - -
**The Company has raised a claim on its SPV Baharampore Farakka iii) Allahabad Bank has subscribed `50 crore in the form of
Highway Ltd. and Farraka Raiganj Highway Ltd. of `363 crore and 312 Deep Discount Convertible Debentures (“DDCD”) – Tranche
crore respectively which is not included in above balance. 1. This DDCD carry a coupon of 6% per annum on the
subscription amount and have a maximum tenor of 6
Note: Figures in brackets pertain to previous year. years. The investor has an option to convert DDCDs into
D. i) Details of Transactions relating to persons referred to in item equity shares at anytime within 5 years from the closing
(B) above date at an equity valuation of `10,000 crore or at the time
of Initial Public Offer (IPO) whichever is earlier. DDCDs are
compulsorily convertible at the end of 5 years at an equity
As at As at
valuation of `10,000 crore. The Investor and HCC have a
Nature of Transactions 31.03.2014 31.03.2013 put /call option respectively to sell / purchase the DDCD at
the end of 39th, 48th and 60th month from the closing date
Remuneration 21.71 16.46 13th December, 2008.
Salary of Ms. Shalaka 1.07 0.91 iv) Bank of India has subscribed `150 crore in the form of Deep
Gulabchand Dhawan Discount Convertible Debentures (“DDCD”). In FY 2010-11
Salary of Mr. Arjun Dhawan 2.55 2.48 the Company had prepaid `90 crore of subscribed value of
DDCD. As on the date of the balance sheet, the Company
(Son-In-Law of Shri Ajit has `60 crore of DDCD which carry a coupon of 6% per
Gulabchand) annum on the subscription amount and have a maximum
tenor of 5 years. The investor has an option to convert
ii) Options granted to Key Management Personnel under
DDCD into equity shares at anytime within 5 years from
Employees' Stock Option Scheme.
the closing date at an equity valuation of `10,000 crore or
Number of Options at the time of Initial Public Offer (IPO) whichever is earlier.
Granted DDCDs are compulsorily convertible at the end of 5 years at
an equity valuation of `10,000 crore. The Investor and HCC
For the year For the year have a put /call option respectively to sell / purchase the
ended ended
DDCD at the end of 39th, 48th and 60th month from the
31.03.2014 31.03.2013 closing date 26th September, 2008. It was repaid during the
year.
i) Shri Praveen Sood 439,200 549,000
(b) Lavasa Corporation Limited a subsidiary, has issued Non
ii) Shri V. P. Kulkarni 219,520 274,400 Convertible Debentures (NCD). The particulars, terms of issue as
at 31st March, 2014 are given below:
51. Company has acquired 66% stake in Steiner AG on 5th May 2010
through HCC Mauritius Enterprises Ltd. During the year, the company i) Jammu & Kashmir Bank Limited had subscribed `100 crore
has acquired balance stake of 34% in Steiner AG on 7th February 2014 in the form of Deep Discount Convertible Debentures
through its wholly owned subsidiary HCC Mauritius Investment Ltd. (“DDCD”). On 3rd September 2010, vide supplementary
agreement, bank has converted the existing DDCD into 1
52. (a) Lavasa Corporation Limited a subsidiary, has issued Deep
(one) Non Convertible Debenture (“NCD”) aggregating `100
Discount Convertible Debentures (DDCD) convertible into
crore for the tenor of 5 years. This NCD carry a coupon rate
ordinary shares. The particulars including the current status,
of 10.75% per annum, payable quarterly on subscription
terms of issue as at 31st March, 2014 are given below:
amount. The investor and HCC have a put/call option
i) Allahabad Bank has subscribed `50 crore in the form of respectively to sell/ purchase the NCD at the end of 39th,
Deep Discount Convertible Debentures (“DDCD”) – Tranche 48th and 60th month from the closing date 13th May, 2010.
As per our report attached ARUN V. KARAMBELKAR AJIT GULABCHAND Chairman & Managing Director
For K.S.AIYAR & CO. President &
Chartered Accountants Chief Executive Officer - E&C RAJGOPAL NOGJA Group Chief Operating Officer &
Registration No. 100186W Whole-time Director
110
CONSOLIDATED FINANCIAL STATEMENTS
Independent Auditors’ Report
To The Board of Directors of Hindustan Construction Company Limited crore respectively. Considering the contractual tenability, progress of
negotiation with clients and based on its past experience, management
We have audited the accompanying consolidated financial statements
is reasonably confident of the recovery of the same.
of Hindustan Construction Company Limited (“the Company”), its
Associates, Subsidiaries and Integrated Joint Ventures (‘the Group’), which (b) Note No. 33 of the Notes to consolidated financial statements
comprise the Consolidated Balance Sheet as at March 31, 2014, and the regarding ‘Long Term Trade Receivables’ and ‘Uncompleted Contracts
Consolidated Statement of Profit and Loss and Consolidated Cash Flow and Value of Work Done’ as at 31st March, 2014 of ` 1,056.57 crore
Statement for the year ended, and a summary of significant accounting and ` 243.11 crore respectively, representing favourable arbitration
policies and other explanatory information. awards (including interest thereon) which have subsequently been
challenged by the clients in courts. Of the above, awards amounting
Management’s Responsibility for the Consolidated Financial Statements to ` 105.44 crore have been set aside by District/High Courts against
Management is responsible for the preparation of these consolidated which the Company has preferred appeals at High Courts/Supreme
financial statements that give a true and fair view of the consolidated Court and is legally advised that it has a good case on merit. The
recoverability of these amounts is dependent upon the final outcome of
financial position, consolidated financial performance and consolidated cash
the appeals getting resolved in the favour of the Company.
flows of the Company in accordance with accounting principles generally
accepted in India. This responsibility includes the design, implementation and (c) Note No. 34 of the Notes to consolidated financial statements
maintenance of internal control relevant to the preparation and presentation regarding ‘Trade receivables’ and ‘Uncompleted Contracts and Value of
of the consolidated financial statements that give a true and fair view and are Work Done (net of client advances)’ of ` 20.96 crore and ` 48.19 crore
free from material misstatement, whether due to fraud or error. respectively which have been outstanding for projects where work
has been suspended by the client or has been projects have handed
Auditor’s Responsibility over to clients. Based on the continuous dialogue with the Clients,
Our responsibility is to express an opinion on these consolidated financial management is reasonably confident of the recovery of these amounts.
statements based on our audit. We conducted our audit in accordance with (d) Note No. 47 of the consolidated financial statement regarding
the Standards on Auditing issued by the Institute of Chartered Accountants managerial remuneration paid to Chairman and Managing Director
of India. Those Standards require that we comply with ethical requirements which is in excess by ` 10.18 crore per annum in respect of financial
and plan and perform the audit to obtain reasonable assurance about year 2012-13 and 2013-14 for which Company has made an application
whether the consolidated financial statements are free from material to the Central Government; approvals in this regard are under
misstatement. consideration / pending till date.
An audit involves performing procedures to obtain audit evidence about (e) Note No. 45 of the consolidated financial statements regarding change
the amounts and disclosures in the consolidated financial statements. in the method of valuation of Land-FSI (Floor Space Index) by inclusion
of borrowing costs, depreciation and overheads on social infrastructure
The procedures selected depend on the auditor’s judgment, including
and amenities, in determination of the costs of inventory of Floor Space
the assessment of the risks of material misstatement of the consolidated
Index at Lavasa Corporation Ltd., resulting in a decrease of ` 89.07
financial statements, whether due to fraud or error. In making those crore in the Loss before tax for the year and increase in Reserves and
risk assessments, the auditor considers internal control relevant to the Surplus by ` 60.17 crore, net of tax ` 28.90 crore. Also refer significant
Company’s preparation and presentation of the consolidated financial accounting policies – Note 1(IV)(6)(iii)(a).
statements that give a true and fair view in order to design audit procedures
that are appropriate in the circumstances but not for the purpose of (f) Note No 13.1 of the consolidated financial statements regarding
expressing an opinion on the effectiveness of the entity’s internal control. goodwill arising on consolidation in respect of HCC Real Estate Ltd. of
` 50.70 crore which in the opinion of the management does not require
An audit also includes evaluating the appropriateness of accounting
impairment.
policies used and the reasonableness of the accounting estimates made
by management, as well as evaluating the overall presentation of the (g) Note No. 13.2 in the consolidated Financial Statements wherein during
consolidated financial statements. the period of delay in land acquisition, Raiganj Dalkhola Highway
Ltd. has capitalised interest incurred amounting to ` 8.86 crore as in
We believe that the audit evidence we have obtained is sufficient and the opinion of the Management the cessation of land acquisition is
appropriate to provide a basis for our qualified audit opinion. temporary in nature.
Basis for Qualified Opinion Our opinion is not qualified in respect of these matters.
In respect of the matters relating to Order of the Ministry of Environment Other Matter
and Forests according environment clearance (EC) which are subject to
(a) We did not audit the financial statements of certain subsidiaries,
compliance of terms and conditions vide Order dated November 09, 2011, associates and integrated joint ventures, whose financial statements
the liability if any, in respect of conditions set therein, is unascertainable. reflect total assets of ` 3,956.55 crore as at March 31, 2014, total
Refer note 44 of the consolidated financial statements. revenues of ` 5,552.94 crore, Loss of ` 113.33 crore and net cash
Qualified Opinion outflows of ` 152.37 crore, for the year ended. These financial
statements and other financial information have been audited by other
In our opinion and to the best of our information and according to the auditors whose reports have been furnished to us by the Management,
explanations given to us, except for the possible effects of the matter and our opinion is based solely on the reports of the other auditors.
described in the Basis for Qualified Opinion paragraph, the consolidated Further the financial statements of a joint venture reflecting total assets
financial statements give a true and fair view in conformity with the of ` 3.52 crore included in these financial statements are unaudited.
accounting principles generally accepted in India: Our opinion is not qualified in respect of these matters.
i. in the case of the Consolidated Balance Sheet, of the state of affairs of (b) The consolidated financial statements include a provision for estimated
the Company as at March 31, 2014; share of loss of two associates of Lavasa Corporation Limited, of ` 0.50
crore, as the financial statements for the year ended March 31, 2014 of
ii. in the case of the Consolidated Statement of Profit and Loss, of the these associate are unavailable. We are informed by Management that
loss for the year ended on that date; and the consequential impact of the same is not expected to be material.
iii. in the case of the Consolidated Cash Flow Statement, of the cash
flows for the year ended on that date.
For K.S. Aiyar & Co,
Emphasis of Matter Chartered Accountants
We draw attention to:
ICAI Firm Registration No: 100186W
Particulars Note As at As at
No. 31.03.2014 31.03.2013
` crore ` crore
I. EQUITY AND LIABILITIES
(1) Shareholders’ funds
(a) Share capital 2 60.66 60.66
(b) Reserves and surplus 3 479.54 454.88
(c) Money received against share warrants 16.00 -
556.20 515.54
(2) Minority Interest 198.09 327.86
(3) Non-current liabilities
(a) Long-term borrowings 4 8,222.92 7,910.04
(b) Deferred tax liabilities (Net) 5 45.32 44.20
(c) Long term trade payables 6 27.26 36.01
(d) Other Long term liabilities 7 81.63 85.98
(e) Long-term provisions 8 183.80 187.13
8,560.93 8,263.36
(4) Current liabilities
(a) Short-term borrowings 9 1,607.47 1,359.56
(b) Trade payables 10 1,614.40 1,536.36
(c) Other current liabilities 11 2,418.77 2,422.52
(d) Current maturities of long-term borrowings 11 1,319.65 699.18
(e) Short-term provisions 12 77.05 87.00
7,037.34 6,104.62
TOTAL 16,352.56 15,211.38
II. ASSETS
(1) Non-current assets
(a) Fixed assets 13
(i) Tangible assets 1,925.31 1,831.25
(ii) Intangible assets 1,253.85 1,300.52
(iii) Goodwill on Consolidation 54.29 124.40
(iv) Intangible assets under development & CWIP 3,645.25 2,717.00
As per our report attached ARUN V. KARAMBELKAR AJIT GULABCHAND Chairman & Managing Director
For K.S.AIYAR & CO. President &
Chartered Accountants Chief Executive Officer - E&C RAJGOPAL NOGJA Group Chief Operating Officer &
Registration No. 100186W Whole-time Director
112
Consolidated Statement of Profit and loss for the year ended 31st March 2014
As per our report attached ARUN V. KARAMBELKAR AJIT GULABCHAND Chairman & Managing Director
For K.S.AIYAR & CO. President &
Chartered Accountants Chief Executive Officer - E&C RAJGOPAL NOGJA Group Chief Operating Officer &
Registration No. 100186W Whole-time Director
2013-14 2012-13
` crore ` crore
A. CASH FLOW FROM OPERATING ACTIVITIES
Net Profit (including discontinuing operations) before tax and Extraordinary Items (401.35) (626.57)
Adjustment for:
Depreciation and amortisation 306.95 314.04
Finance Costs 1,091.42 900.28
Interest & Dividend income (63.50) (48.73)
Foreign Exchange (Gain) / Loss (net) 9.33 14.04
Dues no longer payable (81.50) -
(Profit) / Loss on Sale of Assets (net) (5.74) (27.01)
(Profit) / Loss on Sale of Investment (8.47) (30.74)
Provision for future loss (5.02) (2.24)
Earlier years provision no longer required written back (0.06) (0.69)
1,243.41 1,118.95
Operating profit before working capital changes 842.06 492.38
Adjustments for Working Capital :
(Increase) / Decrease in Trade & Other Receivable (544.01) (281.11)
(Increase) / Decrease in Inventories 260.39 522.01
Increase / (Decrease) in Trade & Other Payables 43.90 (612.81)
Increase / (Decrease) in Client Advances 17.93 591.52
(221.79) 219.61
Cash generated from operations 620.27 711.99
Direct Taxes Refunded / (Paid) 93.40 (80.15)
NET CASH FLOW FROM OPERATING ACTIVITIES 713.67 631.85
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of fixed assets (1,285.27) (1,054.09)
Sale of fixed assets 28.56 61.53
(Increase)/Decrease in other bank balances (101.27) (149.96)
Sale of investments (net) 27.32 84.24
Interest received 58.31 59.80
Dividend received 2.67 2.65
NET CASH FLOW FROM INVESTING ACTIVITIES (1,269.68) (995.83)
C. CASH FLOW FROM FINANCING ACTIVITIES
Interest paid (1,100.15) (994.33)
Proceeds from long term and short term borrowings 1,262.76 1,205.15
Minority Interest 23.68 34.17
Proceeds from issue of Shares, Share Premium and share warrant 16.00 -
Proceeds from Capital Grant 260.23 243.12
Increase / (Decrease) in Currency Fluctuation Reserve 25.67 (8.09)
Increase / (Decrease) in Foreign Currency Monetary Translation 3.98 0.31
Increase / (Decrease) in Capital Reserve on Consolidation 4.41 1.79
Dividend Paid (0.11) (0.13)
NET CASH FLOW FROM FINANCING ACTIVITIES 496.47 481.99
NET INCREASE IN CASH AND CASH EQUIVALENTS (A+B+C) (59.54) 118.01
CASH AND CASH EQUIVALENTS AS AT 01/04/2013 (OPENING BAL) 731.28 613.28
UNREALISED FOREIGN EXCHANGE GAIN / (LOSS) 0.02 (0.01)
CASH AND CASH EQUIVALENTS 671.76 731.28
CASH AND CASH EQUIVALENTS AS AT 31/03/2014 (CLOSING BAL) 671.75 731.28
Notes : 1. Proceeds from Long Term and Short Term Borrowing are shown net of repayments.
2. Previous year figures have been regrouped/recast wherever necessary.
3. Figures in bracket denote outflows.
As per our report attached ARUN V. KARAMBELKAR AJIT GULABCHAND Chairman & Managing Director
For K.S.AIYAR & CO. President &
Chartered Accountants Chief Executive Officer - E&C RAJGOPAL NOGJA Group Chief Operating Officer &
Registration No. 100186W Whole-time Director
114
SIGNIFICANT ACCOUNTING POLICIES AND NOTES FORMING PART OF III Group companies included for consolidation
ACCOUNTS AS AT MARCH 31, 2014
a The details of Joint Ventures along with share of interest included in
1 Significant Accounting Policies consolidation is given hereunder:
I Criteria For Preparation of Consolidated Financial Statements Name of Ventures Name of the Method of Share of
Hindustan Construction Company Ltd. (HCC Ltd.) has prepared the Ventures’ Partners accounting Interest
consolidated financial statements to provide the financial information HCC-L&T Purulia Larsen & Toubro Ltd. % completion 57.00%
of its activities along with its Subsidiaries & Joint Ventures as a single Joint Venture
entity. They are collectively referred as “Group” herein. HCC-Pati Joint Pati Sendirian, % completion 50.00%
Venture Berhad
The consolidated financial statements are prepared by: Nathpa Jhakri Joint Impregilio-Spa, Italy Completed 40.00%
a) Consolidating its accounts with financial statements of its Venture Contract
Subsidiaries and Integrated Joint Ventures on line by line basis by Kumagai-Skanska Skanska, kumagai, Completed 19.60%
adding together like items of assets liabilities income and expenses. HCC-Itochu Group Itochu Contract
The intra group balances and Intra group transactions and unrealised Joint Venture
profits have been fully eliminated. Alpine - Samsung - Alpine Meyreder % completion 33.00%
HCC Joint Venture Bau, Samsung
b) Applying the equity method of accounting for its associate Corporation
companies in which it holds between 20 and 50 percent of the Alpine - HCC Joint Alpine Meyreder Bau % completion 49.00%
equity share capital. Venture
c) Financial statements of Integrated ( i.e. Profit / Loss sharing ) Joint HCC - Samsung Samsung % completion 50.00%
Ventures are consolidated to the extent of HCC and subsidiaries Joint Venture CC-34 Corporation
share in Joint Venture.
Dhule Palesnar John Laing % completion 37.00%
d) Foreign subsidiaries financials are prepared in compliance with the Tollway Limited Investment
local laws and applicable Accounting Standards, are restated as per Ltd., John Laing
Indian Generally Accepted Accounting Principles (IGAAP) for the Investments
purpose of consolidation taking into account local laws, if any. Mauritius (No.1)
Ltd., Sadbhav
e) Notes to these Consolidated Financial Statements are intended Engg Ltd., Sadbhav
to serve as a means of informative disclosure and guide to better Infrastructure Project
understanding. Recognising this purpose , the Company has Ltd.
disclosed only such Notes from the individual Financial statements,
which fairly present the needed disclosures. b List of Subsidiaries and Associates Companies included in
consolidation and the Parent Company’s holding are as under:
f) The excess of cost to the company of its investments in the
subsidary companies/joint ventures over its share of equity of Name of the Country of % Subsidaries of
its subsidary companies/joint ventures at the date on which Subsidiary Incorporation Holding
investments in the subsidary companies / joint ventures are made Western Securities Ltd. India 97.87 Hindustan
as recognised as Goodwill being an assets in the consolidated Construction
financial statement. Alternatively where the share of the equity in Co Ltd.
subsidary companies / joint venture as on the date of investment is HCC Real Estate India 100 Hindustan
in excess of cost of investment of the company, it is recognised as Limited Construction
Capital Reserve and shown under the head Reserve and Surplus in Co Ltd.
the consolidated financial statement. Panchkutir Developers India 100 Hindustan
Ltd. Construction
g) Minority interest in the net assets of consolidated subsidaries
Co Ltd.
consists of the amount of equity attributable to the minority
shareholders at the dates on which investments are made by the HCC Mauritius India 100 Hindustan
Enterprised Ltd. Construction
company in the subsidary companies and further movements in
Co Ltd.
their share in the equity, subsequent to the dates of investments as
Hincon Technoconsult India 100 Hindustan
stated above.
Ltd.* Construction
II Method of Consolidation Co Ltd.
a. The consolidated financial statements have been prepared by HCC Construction Ltd. India 100 Hindustan
the Company in accordance with the requirements of Accounting Construction
Standard (AS) 21 - “Consolidated Financial Statements”, Accounting Co Ltd.
Standard (AS) 27 - “Financial Reporting of Interest in Joint Ventures” Highbar Technologies India 100 Hindustan
and Accounting Standard (AS) 23 - “Accounting for Investments in Ltd. Construction
Associates in Consolidated Financial Statements” -, issued by the Co Ltd.
Institute of Chartered Accountants of India. HCC Infrastructure India 100 Hindustan
Company Ltd. Construction
b. In case of BOT contracts, revenue relatable to construction Co Ltd.
services rendered in connection with Build-Operate-Transfer (BOT) HRL Township India 100 HCC Real
projects undertaken by the group is recognised during the period Developers Ltd. Estate Ltd.
of construction using percentage of completion method. Revenue
HRL (Thane) Real India 100 HCC Real
relatable to toll collections of such projects from users of facilities Estate Ltd. Estate Ltd.
are accounted when the amount is due and recovery is certain.
Nashik Township India 100 HCC Real
Developers Ltd. Estate Ltd.
116
Name of the Country of % Subsidaries of fixed assets and remaining is accounted as stock in trade.
Subsidiary Incorporation Holding 3 Depreciation / Amortisation
Kart Racers Limited India 100 Lavasa Depreciation on fixed assets is provided:
Corporation Ltd.
i) In respect of buildings and sheds, furniture and office
Nature Lovers Retail India 100 Lavasa equipments on the written down value method (pro-rata on
Limited Corporation Ltd. additions and deletions of the year) at rates prescribed in
Osprey Hospitality India 100 Lavasa Schedule XIV of the Companies Act, 1956.
Limited Corporation Ltd.
ii) In case of SAG, the buildings are depreciated on straightline method
Mugaon Luxury Hotels India 100 Lavasa over the estimated useful life ranging from 30 years to 50 years and
Limited Corporation Ltd. furniture and office equipments using depreciation rates between
Starlit Resort Limited India 100 Lavasa 5% and 33 % on straight line method.
Corporation Ltd. iii) In respect of plant & machinery, heavy vehicles, light vehicles,
Rosebay Hotels Limited India 100 Lavasa helicopter, aircraft and speed boat on the straight line method at
Corporation Ltd. rates prescribed in Schedule XIV of the Companies Act, 1956 on a
pro-rata basis.
Warasgaon Valley India 100 Lavasa
Hotels Limited Corporation Ltd. iv) In respect of computers depreciation is provided on straight line
Hill View Parking India 100 Lavasa basis over a period of three years on pro rata basis.
Services Limited Corporation Ltd. v) The depreciation on assets used for construction has been treated
Warasgaon Assets India 100 Lavasa as period cost.
Maintenance Limited Corporation Ltd. vi) Intangible assets including trademark, designs, software and
Verzon Hospitality India 100 Lavasa implementation costs including users licence fees of the Enterprise
Limited Corporation Ltd. Resource Planning (ERP) system and other related application
software costs are amortised over a period ranging from 5 to 10
HCC Mauritius India 100 Hindustan
years.
Investments Limited Construction
Co Ltd. (W.e.f. vii) Toll collection rights are amortized over the period of the rights
04.10.2013) given under the concession agreement as they represent the right
* in case of Hincon Technonoconsult Ltd. it became 100% subsidiary to collect toll revenue during the concession period.
of Highbar Technologies Ltd. after 03.12.2013 and same is merger in Fixed Assets includes cost incurred on the lease hold improvements
Highbar Technologies Ltd. as per scheme of merger, Court order dated at 247 Park which is being amortised over a period of Nine years.
04.04.2014.
viii) In case of HCC Samsung CC 34 Joint Venture, assets have been
IV Significant Accounting Policies Forming Part of Consolidated amortised based on the useful life of the assets over the contractual
Accounts as at March 31, 2014 period of the project for which these assets have been specificallly
1 Basis for preparation of Consolidated Financial statements purchased. The value has been arived at acquistion cost less
estimited residual value as determined by technical experts.
The Company maintains its accounts on accrual basis following
historical cost convention, in accordance with the Indian GAAP. ix) In Case of Charosa Wineries Limited borrowing cost attributable to
Management makes estimates and technical and other assumptions production of inventory are capitalized as part of such inventory till
regarding the amounts of income and expenses, assets and Liabilities the time the inventory is ready for its intended use or sale.
and disclosures of contingencies, in accordance with the Generally 4 Investments
Accepted Accounting Principles in India in the preparation of the
financial statements. Difference between the actual results and i) Investments, which are readily realisable and intended to be
estimates are recognised in the period in which they are determined. held for not more than one year from the date on which such
investments are made,are classified as current investments.All
2 Fixed Assets-Tangible and Intangible Assets
other investments are classified as non current investments.
i) Fixed assets are stated at cost of acquisition including attributable
ii) Current investments are carried in the financial statements at
interest & financial costs till the date of acquisition/installation of
lower of cost or fair value determined on an individual investment
the assets and improvement thereon less accumulated depreciation
basis. Non Current Investments are carried at cost, provision for
/ amortisation and accumulated impairment losses if any. Intangible
diminution in value is made to recognise a decline other than
assets comprise of licence fees, other implementation cost for
temporary in the value of the investments.
software (ERP) and other application softwares acquired for inhouse
use. 5 Employee Benefits
ii) In respect of BOT projects, the Construction Costs including i) Defined Contribution plan
interest and Preliminary expenses incurred during the period
Contribution to provident fund and superannuation fund is
has been recognized as an intangible asset, in accordance with
accounted on accrual basis.
Accounting Standard (AS) 26 - “Intangible Assets”.
iii) Intangible assets comprises of Toll Collection Rights, trademarks, ii) Defined Benefit plan
designs, licence fees, other implementation cost for software (ERP) Gratuity is charged to revenue on the basis of actuarial valuation
and other application softwares acquired for inhouse use. and in case of daily rated workmen on actual basis computed on
iv) Toll collection rights are obtained in consideration for rendering tenure of service as at the end of the year.
construction, operation and maintenance services in relation to iii) Other Benefits
building and maintenance of the project on Build Operate and
Transfer (BOT) basis. The cost comprises construction cost and Short term and long term compensated absenses are provided for
other pre operative cost incurred during the implementation phase. based on actuarial valuation. The actuarial valuation is done as per
Pre operative expenses incurred upto the date of commencement projected unit credit method.
of commercial operation are capitalised. iv) Accumulated leave which is expected to be utilised within next 12
v) In respect of Lavasa Corporation Ltd., cost of purchase of land to months, is treated as short term employee benefit. The Company
the extent of 1 % in Lavasa Corporation Ltd. (LCL) is accounted as measures the expected cost of such absences as the additional
118
and depreciated over the remaining balance life of such assets The stage of completion is measured by reference to the
and in other cases amortised over the balance period of such long proportion that service cost incurred for the work performed
term foreign currency monetary items. The unamortised balance is to date bears to the estimated total service cost. Service cost
carried in the Balance Sheet as “Foreign currency monetary item incurred to date excludes cost that relate to future activity on
translation difference account”. the contract. Such cost are recognised as an asset and classified
as due from customer (often classified as work in progress).
d) Financial statement of overseas non-intergral operations are
translated as under. c Time and material contract is recognised as and when the
related services are provided.
i) Assets and Liabilities at the rate prevailing at the end of the
year. d Annual maintenance service contracts are recognised
proportionately over the period in which the services are
ii) Revenues and expenses, including depreciations and rendered.
amortisation at yearly average exchange rate prevailing during
the year. e Revenue for sale of user licence for software application is
recognised on the transfer of title\products, in accordance with
Exchange difference arising on translation of non integral foreign the sales contract. Revenue from product sales are shown as
operation are accumulated in the foreign currency translation net of all applicable taxes and discounts.
reserve until the disposal of such investment..
f Provision for estimated losses, if any, on uncompleted contracts
9 Financial Derivatives & Hedging transactions are recognised in the year in which such losses become
probable based on the current estimates.
Financial derivatives and hedging contracts are accounted on the date
of their settlement and realised gain/loss in respect of settled contracts v) In case of HCC Real Estate Ltd. being a developer recognizes its
is recognised in the Statement of Profit & Loss account along with the revenue from real estate in accordance with the principles laid
underlying transactions. down by Accounting Standard for Revenue Recognition, upon
commencement of selling / leasing operations.
10 Revenue Recognition
vi) Income from BOT contract is recognised on accrual basis as and
i) Accounting of construction contracts: when services are rendered.
The company follows percentage completion method, based on vii) In case of Lavasa Corporation Limited
the stage of completion at the balance sheet date, taking into
account the contractual price and revision thereto by estimating a) Sale of land and FSI:
total revenue including claims/variation as per Accounting Standard Revenues are recognized in the year in which the agreement to
-7 and total cost till completion of the contract and the profit so lease is executed. Income from land sales (including on a long
determined has been accounted for proportionate to the percentage term lease basis) is recognized on the transfer of all significant
of the actual work done. Contract price in respect of service risks and rewards of ownership to the buyers and a reasonable
concession agreements is considered as equivalent to the fair value expectation of collection of the sale consideration from the
of construction services provided by the Company in terms of the buyers exists. Exchange of parcels of land against other parcels
agreement. of land is not treated as sale but is adjusted in the land account.
Revenue is recognised as follows: b) Project construction work:
a. In case of item rate contracts, on the basis of physical The Company follows the percentage completion method, on
measurement of work actually completed, at the balance sheet the basis of physical measurement of work actually completed
date. at the balance sheet date, taking into account the contractual
price and revision thereto by estimating total revenue and
b. In case of Lump sum contracts, revenue is recognized on the total cost to the completion of the contract and the profit so
completion of milestones as specified in the contract or as determined accounted for proportionate to the percentage
identified by the management foreseeable losses are accounted of the actual work done. Foreseeable losses are accounted
for as and when they are determined except to the extent they for as and when they are determined. Revenue from sales
are expected to be recovered through claims presented or to be of constructed units other than under long term construction
presented to the customer or in arbitration. contracts are recognized on execution of transfer agreements.
ii) Accounting of Supply Contracts-Sale of goods c) Project Management Consultancy Fees:
Revenue from supply contract is recognized when the substantial Revenue from Project Management Consultancy Fees is
risk and rewards of ownership is transferred to the buyer. recognized on accrual basis, as per the agreements.
iii) Accounting Policy for Claims d) Sales comprise of revenue from room, allied services relating
to hotel operation. Revenue is recognized upon rendering of
Claims are accounted as income in the year of receipt of arbitration
services.
award or acceptance by client or evidence of acceptance received.
e) The revenue from sale of goods is recognized on delivery of
iv) Revenue from Software Service contracts
the materials to the customers in accordance with the terms
a. Revenue from software development on fixed price, fixed time of the contract. Revenue from installation and other services is
frame contracts, including system development and integration recognized as and when the service is rendered.
contracts, where there is no uncertainty as to measurement f) Income from tuition/training activities is recognized over the
or collectablity is recongnised as per percentage of completion course period.
method. Revenue from last billing date to the balance sheet
date is recognised as unbilled revenue. g) Rent is recognized on time proportionate basis.
b Servicing revenue are recognised over the term of servicing h) Fee Collection from users of facility are accounted for as and
contract. For sales of services revenue is recognised in the when the amount is due and recovery is certain.
accounting period in which the services are rendered, by viii) In Case of Charosa Wineries Limited, revenue in respect of sale
reference to stage of completion of the specific transaction of products are recognised on despatch of goods to customers
are assessed on the basis of actual services provided as a and are recorded net of trade discounts, sales tax/value added
proportion of the total services to be provided. tax.
The separate sale of project development rights and plans is In respect of the stock options granted pursuant to the Company’s
accounted for as sale and the revenue and gains are realised at Stock Option Scheme, market value of the Company’s shares as on the
the time of the transfer of risks and rewards. grant date was equal to the par value for the options granted, hence no
accounting entries as per ESOP guidelines are required to be made.
Real Estate Development projects with multiple buyers (i.e.
condominium projects) are accounted for according to the 17 Cash and cash equivalents
specific guidance note of IGAAP. That means, that revenue Cash and cash equivalents comprise of cash at bank and cash in hand.
is only recongnised if the POC is above 25% and revenue is The Company considers all highly liquid investments with an original
measured using the cost-to-cost method. maturity of three months or less from date of purchase, to be cash
c Receivables/Liabilities from Projects equivalents.
Customer contracts in progress are shown as an asset in the 18 Earning per share
balance sheet under “Receivables from projects, net”, or as a Basic and Diluted earning per share is calculatd by diving the net profit
the liabilities side under “Liabilities from projects, net”. If the or loss for the period attributable to equity shareholders and weighted
prepayments received from customers exceed the project average number of equity shares outstanding during the period.
receivables, these are shown under liabilities; otherwise, these
For the purpose of calculating diluted earning per share, the net profit
are shown under assets.
or loss for the period attributable to equity shareholders and weighted
These positions comprise the total contract costs incurred average number of equity shares outstanding during the period is
(actual and accrued), including a share of the profit, less adjusted for the effects of all dilutive potential equity share.
customer prepayments and allowances for expected losses.
19 Provisions, Contingent Liabilities and Contingent Assets
11 Taxation
Provisions involving substantial degree of estimation in measurement
The tax expense comprises of current tax & deferred tax charged are recognised when there is a present obligation as a result of past
or credited to the profit and loss account for the year. Current tax is events and it is probable that there will be an outflow of resourses. A
calculated in accordance with the tax laws applicable to the current disclosure for a contingent liability is made when there is a possible
financial year. The deferred tax charge or credit is recognised using the obligation or a present obligation that may, but probably will not, require
tax rates and tax laws that have been enacted or substantially enacted an out flow of resources. Contingent assets are neither recognised nor
by the balance sheet date. Where there are unabsorbed depreciation or disclosed in the financial statements.
120
Notes forming part of the Balance Sheet
31st 31st As at As at
March 2014 March 2013 31.03.2014 31.03.2013
` crore ` crore
` crore ` crore
4 Long-Term Borrowings
2 Share Capital
I Secured Loans
Authorised (a) Debentures
900,000,000 Equity Shares of 90.00 90.00 (i) 1 (One) (Previous Year 1) - 61.45
` 1/- each (Previous Year 900,000,000 6% Secured Deep Discount
Equity Shares of ` 1/- each) Convertible Debenture having
face value of ` 70,84,03,784
(Previous year ` 70,84,03,784)
10,000,000 9.5% Cumulative 10.00 10.00 Secured By Charge Created by
Preference Shares of ` 10/- each English Mortgage Deed on Land
(Previous Year 10,000,000 9.5% of Lavasa Project admeasuring
Redeemable Shares of ` 10/- each) 1 Acre.
(ii) 1 (One) (Previous Year 1) - 67.08
100.00 100.00
6% Secured Deep Discount
Issued, Subscribed and Paid Up Convertible Debenture having
face value of ` 74,93,72,799
Equity Share Capital (Previous year ` 74,93,72,799)
606,558,420 Equity Shares of `1/- 60.65 60.65 Secured By Charge Created by
English Mortgage Deed on Land
each (Previous Year 606,558,420
of Lavasa Project admeasuring
Equity Shares of ` 1/- each) 1 Acre.
Add: 13,225 Forfeited Shares 0.01 0.01 (iii) 1 (One) (Previous Year 1) 100.00 100.00
(Previous Year 13,225 shares) 10.75% Non Convertible
Debenture having face value
Total 60.66 60.66
of `1,00,00,00,000 (Previous
year `1,00,00,00,000) Secured
The Company has allotted 3,92,15,686 warrants convertible into By Charge Created by English
3,92,15,686 Equity Shares of `1/- each at a price of `16.32 per Equity Mortgage Deed on Land situated
Share to the Promoters of the Company (Hincon Holdings Ltd. & at village Dhamanhol Taluka
Mulshi.
Hincon Finance Ltd.) on June 27, 2013 in compliance with Chap
VII of Securities and Exchange Board of India (Issue of Capital and (iv) 2500 (Two Thousand Five - 250.00
Hundred) (Previous year 50) 16%
Disclosure Requirement) Regulations, 2009. The warrant holders
Non Convertible Debentures
shall be entitled to exercise the option to apply for the Equity Shares having total face value of
against the warrants within a period of 18 months from the date of ` 2,50,00,00,000 (Previous
allotment of the said warrants. As per the terms, the company has year ` 2,50,00,00,000) Secured
appropriated 25% of the issue price aggregating to `16 crore from By Charge Created by English
the unsecured loans form promoters. Mortgage Deed on 747 acres of
land of the Company.
3 Reserves and Surplus (v) 15.50% 1200 Non-Convertible 112.80 120.00
(a) Capital Reserves 15.19 15.19 Debentures having a face value
of ` 10,00,000/- each aggregating
(b) Capital Grant from NHAI 243.11 - ` 120 crore are to be redeemed
Addition during the year 260.24 243.11 at the end of three years from
the date of allotment, i.e.
503.35 243.11 December 28, 2011.
(c ) Capital Reserve on Consolidation 8.17 8.17 (vi) 2760 (Two Thousand Seven 231.27 241.93
Hundred Sixty ) (Previous Year
Addition during the year 4.42 - 2760) 9.38% Rated Taxable
12.59 8.17 Redeemable Non Convertible
Debentures of 985,144,298/-
(d) Capital Reserve on Amalgamation 7.76 - subscribed by Life Insurance
(e) Currency Fluctuation Reserve 12.21 (13.46) Corporation of India.
(f) Foreign Currency Monetary (vii) 11.10% Non-Convertible 94.00 100.00
Debentures Secured by first
Translation Account 4.29 0.31
charge by way of hypothecation
(g) Capital Redemption Reserve 21.61 21.61 of specific immovable and
movable properties as specified
(h) Securities Premium Reserve -
in first and second schedule
Opening Balance 1,003.29 1,003.29 of the trust deed executed
(i) Debenture Redemption Reserve 65.46 65.46 on August 27, 2008 and
Schedule II of Memorandum
(j) Forfeited Debenture Account 0.02 0.02 of Hypothecation dated March
(k) General Reserve 180.24 180.24 28, 2011 in favour of IDBI
Trusteeship Services Ltd. ( ITSL
(l) Surplus as per Statement of Profit ), the trustees to the debenture
and Loss holders. These debentures having
Balance brought forward (1,069.06) (586.60) a face value of ` 10,00,000/- each
aggregating ` 100 crore are
Add: Profit / (Loss) for the year (277.40) (482.46) to be redeemed in four equal
(1,346.46) (1,069.06) installments at the end of 4th,
5th, 6th and 7th year from the date
TOTAL 479.54 454.88 of allotment ie. August 5, 2008.
II Unsecured Loans (B) The Company has issued Non Convertible Debentures
(NCD). The particulars, terms of issue as at 31st March,
(i) From Bank - 100.00
2014 are given below:
1,13,49,103 - 6% Compulsorily 14.85 14.85
Convertible Preference Shares of (i) Jammu & Kashmir Bank Limited had subscribed
` 10/- each ` 100 crore in the form of Deep Discount Convertible
Debentures (“DDCD”). On 3rd September 2010, vide
(ii) Financial Institutions 224.23 159.71
supplementary agreement, bank has converted the
(iii) Fully Convertible Debentures - 12.00 existing DDCD into 1 (one) Non Convertible Debenture
(iv) Loans and Advances from Related 225.42 300.84 (“NCD”) aggregating ` 100 crore for the tenor of
Parties 5 years. This NCD carry a coupon rate of 10.75% per
Total 8,222.92 7,910.04 annum, payable quarterly on subscription amount. The
investor and HCC have a put/call option respectively to
4.1 Other Informations sell/ purchase the NCD at the end of 39th, 48th and 60th
(A) The Company has issued Deep Discount Convertible month from the closing date 13th May, 2010.
Debentures (DDCD) convertible into ordinary shares. The (ii) ICICI Bank has converted ` 250 crore of Deep Discount
particulars including the current status, terms of issue as
Convertible Debentures (“DDCD”) into Non Convertible
at 31st March, 2014 are given below:
Debentures (“NCD”) with effect from January 6, 2012.
(i) Allahabad Bank has subscribed ` 50 crore in the form These NCD carry a coupon of 9% per annum on the
of Deep Discount Convertible Debentures (“DDCD”) – subscription value of NCD with a YTM of 16% per annum
Tranche 2. This DDCD carry a coupon of 6% per annum on and are to be redeemed on January 6, 2015. These NCD
the subscription amount and have a maximum tenor of 5 carry a put/call option which can be exercisable on January
years. The investor has an option to convert DDCDs into 6, 2013, January 6, 2014 and January 6, 2015.
equity shares at anytime within 5 years from the closing
date at an equity valuation of ` 10,000 crore or at the time (iii) Bank of India has subscribed ` 105 crore in the form of
of Initial Public Offer (IPO) whichever is earlier. DDCDs are 1050 Non Convertible Debentures (“NCD”) of face value
compulsorily convertible at the end of 5 years at an equity `.10,00,000 each on 19th November 2010 for the tenor
valuation of ` 10,000 crore. The Investor and HCC have a of 3 years. During the year, the coupon rate has been
put /call option respectively to sell / purchase the DDCD realigned to 6% per annum payable quarterly with a YTM
at the end of 39th, 48th and 60th month from the closing of 12.50% per annum. The investor and HCC have a put/
date 6th November, 2009. call option respectively to sell/ purchase the NCD at the
(ii) IndusInd Bank has subscribed ` 50 crore in the form end of 15th, 24th and 36th month from the closing date
of Deep Discount Convertible Debentures (“DDCD”). 19th November, 2010. It was repaid during the year.
This DDCD carry a coupon of 6% per annum on the (iv) Axis Bank has converted ` 225 crore of Deep Discount
subscription amount and have a maximum tenor of 5 Convertible Debentures (“DDCD”) into Non Convertible
years. The investor has an option to convert DDCD into Debentures (“NCD”) with effect from December 30, 2011.
equity shares of the Company at anytime within 5 years During the year Company had prepaid NCD having face
from the closing date at an equity valuation of ` 10,000 value of ` 100 crore. These NCD carry a coupon of 9% per
crore. DDCDs are compulsorily convertible at the end annum payable monthly on the subscription value of NCD
of 5 years at an equity valuation of ` 10,000 crore. The
with a YTM of 17.50% per annum and are to be redeemed
Investor and HCC have a put/call option respectively to sell
on June 24, 2013. These NCD have a put/call option
/ purchase the DDCD at the end of 36th, 48th and 60th
available on June 24, 2013. It was repaid during the year.
month from the closing date 10th July, 2009.
122
(C) Redkite Limited had subscribed ` 15 crore in the form of As at As at
Non Convertible Debentures (“NCD”) on 2nd July 2013 31.03.2014 31.03.2013
for the tenor of 5 years and 9 months. This NCD carry ` crore ` crore
a coupon rate of 14% per annum, payable quarterly on
8 Long-term provisions
subscription amount.
SSG India Limited had subscribed ` 102 crore in the form (a) Provision for Employee Benefits 55.04 57.93
of Non Convertible Debentures (“NCD”) on 2nd July 2013 (b) Provision for Warranty 104.31 91.56
for the tenor of 5 years and 9 months. This NCD carry
a coupon rate of 14% per annum, payable quarterly on (c) Other Provision 24.45 37.64
subscription amount.
TOTAL 183.80 187.13
The Company has issued Fully Convertible Debentures
(FCD). The particulars, terms of issue as at 31st March,
2014 are given below: 9 Short-term borrowings
Bennett, Coleman & Company Limited has subscribed 9.1 Loans repayable on Demand
` 12 crore in the form of 1 Fully Convertible Debenture
(“FCD”) of face value of ` 12 crore having 0% Coupon I Secured
rate on September 28, 2012 for a tenor of 2 years. The
From Bank
said debenture is compulsorily convertible into such
number of equity shares aggregating to 0.150528% of the (a) Cash Credit 1,540.48 1,288.89
subscribed and outstanding equity share capital at the end
of 2 years from the date of allotment. Company has an (b) Rupee Term Loan 50.00 50.00
option to redeem the said debenture at redemption value (c) Buyers Credit - 20.10
of ` 1505.28 Lakhs at the end of 2 years from the date of
allotment. 9.2 Loans and advances from related
parties. 16.99 0.57
5 Deferred Tax Liabilties (Net)
TOTAL 1,607.47 1,359.56
Deferred Tax liability as at 31st March, 2014 has been provided on
the estimated tax computation for the year.
Major components of deferred tax assets and liabilities arising on 10 Trade Payables 1,614.40 1,536.36
account of timing differences are:
TOTAL 1,614.40 1,536.36
As at As at
31.03.2014 31.03.2013
` crore ` crore 11 Other current liabilities
Business Loss/ Unabsorbed lossed (828.59) (550.16) (e) Advances from Contractee\Customer 1,676.49 1,671.10
Others (45.45) (47.61) (f) Other Creditors Payable 524.82 529.43
TOTAL 45.32 44.20 (g) Due to Employees 42.19 37.64
13.1 Considering the intrinsic value and the business prospects of the underlying businesses within the fold of HCC Group namely Lavasa Corporation no
diminution (arising on consolidation) in value of goodwill is considered necessary.
13.2 In case of Raiganj-Dalkhola Highways Limited, during the current year National Highways Authority of India (NHAI) has not been able to make the balance
land availbale and work has happened in terms of the ongoing land acquisition process and on various approvals on design and structures with concerned
departments. Three Greenfield bypasses form a major portion of the Right of Way on this project, the alignment and estimation for which is longer than a
standard 2-4 lane widening. Furthermore, the delay in land acquisition is temporary in nature and is an industry wide phenomenon that has affected many
similar projects recently. The Company is in touch with NHAI on a regular basis and is optimistic of procuring the land soon.
The delay in aquisition of land in raiganj dhalkhola highway limited is temporary in nature hence interest of `8.86 crore incured during the year has
continued to be captalised in terms of Accounting Standard-16
13.3 In respect of Pune Paud Toll Company Limited, being the service concession operator, has received an intangible asset from the grantor, Public Works
Department, Pune, Government of Maharashtra, in exchange for the construction of the project, in the form of the right to collect and retain the toll from
motor vehicles using the project facility and the revenue from displaying advertisements during the concession period. The construction costs including
interest and preliminary expenses incurred up to 10th January 2008 were recognized as an intangible asset, in accordance with the recognition criteria
prescribed by Accounting Standard 26-Intangible Assets. Cost incurred on the project assets include toll plaza and other equipment installed at toll plaza.
The Intangible Assets have been amortized on straight line method over the tenure of the concession agreement, i.e., from date of toll notification :
10th January, 2008 up to 5th February 2014. After the expiry of Concession period, these assets have been transferred to Public Works Department of
Government of Maharashtra.
124
31st 31st 31st 31st
March 2014 March 2013 March 2014 March 2013
` crore ` crore ` crore ` crore
14 Non-current investments (vii) Mobimo Holding AG 720 Equity
Shares of CHF 29.00 each fully
Trade Investments, Unquoted :- paid, Quoted 0.67 0.57
(a) Investments in Properties 2.02 1.71 (viii) Goldbach Media AG 6,000
(b) Investment In Associate Companies: Equity Shares of CHF 1.25 each
Fully paid, Quoted - 0.02
(i) Bona Sera Hotels Limited
29,022 (Previous year - 29,022) (ix) Neue Aargauer Bank AG 1
Equity shares of `10/- each Fully Equity Shares of CHF 50.00
Paid up - - each fully paid, Quoted - -
126
31st 31st Current Year Previous Year
March 2014 March 2013 31.03.2014 31.03.2013
` crore ` crore ` crore ` crore
22 Short-term loans and advances (b) Subcontracting Expenses 6,401.86 5,293.96
Unsecured, considered good: (c) Change in Inventories of Finished
(a) Advances to Related Parties 54.52 32.13 Goods, Work in Progress (374.90) (237.78)
(b) Advances recoverable in cash or kind (d) Power & Fuel 222.78 206.42
or for value to be received 423.78 462.66 (e) Land purchased and development
(c) Earnest Money Deposit 9.02 12.21 expenses 34.50 16.59
(d) Advances for Land purchases 46.13 41.27 (f) Repairs to Machinery 13.85 9.26
(e) Advances to supplier 49.56 39.98 (g) Rent 27.43 38.26
(f) Advance payment of Tax net of (h) Water Charges 1.74 4.52
provision 177.27 207.01 7,325.01 6,565.82
TOTAL 760.28 795.26 Less: Transferred to Fixed Assets/
CWIP (46.19) (6.99)
23 Other current assets
TOTAL 7,278.82 6,558.83
(a) Interest accrued 11.49 8.96
(b) Receivable from GC/TC projects 895.11 616.11
28 Employee Benefits Expense
(c) Others 79.41 62.32
TOTAL 986.01 687.39 (a) Salaries and wages 901.20 836.26
(b) Contribution / provisions to and for
provident, Grautity and Other funds 76.81 92.08
Current Year Previous Year
(c) Staff welfare expenses 23.67 25.17
31.03.2014 31.03.2013
` crore ` crore Less: Transferred to Fixed Assets/CWIP (14.91) -
24 Revenue from Operations : TOTAL 986.77 953.51
(a) Construction and Project related
revenue 9,293.70 8,094.62 29 Finance Costs
(b) Land Sales 10.40 39.22 (a) Interest Expenses 1,232.93 1,108.97
(c) Toll Collection and Annuity-BOT (b) Other Borrowing Cost 35.03 24.36
Projects 132.49 114.43 (c) Applicable net gain/loss on foreign
(d) Other Operating Income 75.53 62.41 currency transactions and translation 1.22 4.92
(e) Sale of Products 156.13 199.30 Less: Interest Capitalised/
TOTAL 9,668.25 8,509.98 Transferred to Fixed Assets/CWIP (177.76) (237.97)
TOTAL 1,091.42 900.28
25 Other income :
(a) Interest Income 60.83 46.08
30 Other Expenses
(b) Dividend Income; 2.67 2.65
(a) Stationery, Postage, Telephone &
(c) Profit on Sale of Assets 6.72 58.07
Advertisement 87.43 88.96
(d) Profit on Sale of Investments 8.47 -
(b) Travelling and Conveyance 18.54 18.38
(e) Miscellaneous Income 95.54 7.26
(c) Rent, rates and Taxes 74.96 61.44
(f) Earlier years provision no longer
required 0.06 0.69 (d) Insurance 7.07 7.13
TOTAL 174.29 114.75 (e) Professional Charges 57.48 58.07
(f) Repairs and Maintanance 32.76 30.35
26 Cost of Material Consumed (g) Directors Fees 0.20 0.26
Stock at Commencement 15.81 19.28 (h) Auditor's Remuneration
Add: Purchases 62.87 52.98 Audit fees 4.09 3.13
78.68 72.26 Tax Audit Fees 0.61 1.25
Less: Scrap and Unserviceables For Review and Certification Work 0.67 0.63
Sold (1.16) (0.33)
For Reimbursement out of Pocket
77.52 71.93 Expenses 0.01 0.01
Less: Stock at Close (9.84) (15.81) (i) Miscellaneous Expenses 24.18 32.97
TOTAL 67.68 56.12
(j) Office Expenses 81.32 72.18
(k) Operation and Maintaince cost 81.66 69.44
27 Construction Expenses
(l) Provision for future loss (5.02) (2.24)
(a) Construction Material Consumed:
Stock at Commencement 382.17 416.20 (m) Computer Maintenance & Develop-
ment Expenses 6.20 6.33
Add: Purchases 1,007.44 1,217.28
(n) Conversion / Translation Difference 9.33 14.03
1,389.61 1,633.48
(o) Loss on Sale of Assets (net) 0.98 0.32
Less: Scrap and Unserviceables Sold (22.64) (16.72)
Less: Transferred to Fixed Assets/
1,366.97 1,616.76
CWIP (8.11) (2.85)
Less: Stock at close (369.22) (382.17)
TOTAL 474.36 459.79
997.75 1,234.59
128
38 Disclosure in accordance with Accounting Standard -18 Related ` crore
Party Transactions
Nature of Transactions JV’s Other Related
A Names of Related Parties & Nature Parties
of Relationship Ecomotel Hotel Limited - 0.51
Names of Related Parties Nature of Relationship (-) (1.51)
Warasgaon Lake View Hotels Limited Associates Warasgaon Lake View Hotels - 1.17
(Previously known as Lavasa Star Limited
(-) (-)
Hotel Limited)
Knowledge Vistas Limited - 13.78
Andromeda Hotels Limited Associates
(-) (1.45)
Bona Sera Hotels Ltd. Associates
Total 12.00 15.09
Knowledge Vistas Limited Associates
(-) (2.96)
Ecomotel Hotel Limited Associates
3 Inter Corporate Deposit taken /
Evostate AG Associates recovered during the year
Hincon Holdings Ltd.* - -
MCR Managing Corp. Real Estate Associates
(-) (25.00)
Projektentwicklungsges. Parking Associates
Kunstmuseum AG Hincon Finance Ltd.* - 32.00
2 Inter Corporate Deposit given Vikhroli Corporate Park Pvt. Ltd. - 5.62
during the year (13.16)
Hincon Finance Limited 12.00 - Total 11.57 8.48
(-) (-)
(9.90) (16.38)
130
38 Related Party Transactions Contd. ` crore ` crore
Nature of Transactions JV’s Other Related Nature of Transactions JV’s Other Related
Parties Parties
12 Work Bill Receipts Incl Sales 19 Interest Paid on Inter
Corporate Deposit given
Dhule Palesner Tollyway Ltd. (0.86) -
Vikhroli Corporate Park Pvt. Ltd. - -
(30.53) -
(2.85) -
HCC-Samsung -J/V CC-34 - -
(2.50) - Total - -
132
b) Information About Secondary Business Segments (geographical segments)
Domestic Overseas Total
Segment Revenue 4376.65 5291.60 9,668.25
Segment Assets 13981.80 1918.77 15,900.57
Capital expenditure 357.30 27.70 385.00
i) During 2011-12, Hindustan Construction Company Limited (HCC) transferred its equity shareholding in HCC Concessions Ltd. (HCL) to HCC
Infrastructure Company Ltd.(HIL) to consolidate BOT businesses, rendering HCL as 100% subsidiary of HIL.
ii) Pursuant to Shareholders Agreement (SHA) executed on 9th August 2011, Xander Investment Holding XXVI Limited (Xander), has acquire 14.55%
equity stake in the HCC Concessions Ltd., by subscribing to equity shares and Compulsorily Convertible Cumulative Preference Shares (CCCPS)
for a total consideration of ` 240 crore. The CCCPS shall be compulsorily convertible at the earlier of (a) a Qualified IPO (b) 10 years from the date of
their issuance (c) In the event the entire shareholding of any of the Group Entities listed at Annexure 2.10 is not sold and transferred to the Company
within the time periods set forth at Section 2.10, the Investor shall have the right to seek conversion of all or part of the CCPSs held by it into Equity
Shares in accordance with the formula set forth at Annexure 2.14 to increase in the Shareholding of the Investor in the Company. The Investor may
exercise its right to seek conversion under this sub-section, anytime within 2 (two) years from the Transfer Date..
iii) As per SHA and SSA, HCC is required to hold 100% equity stake in HIL until Private Equity Investor gets an exit from HCL through an IPO or
otherwise and there are certain customary restrictions on pledging / creation of any encumbrance over shares / assets of HCL/ BOT SPVs.
42 The share of losses of Vikhroli Corporate Park Private Limited and Bona Sera Hotels Limited, associate companies exceeds the carrying value of the
investment. Hence investment in both the companies are reported at nil value.
a) ` 12.71 crore (previous year ` 12.71 crore) in respect of which sale deed is yet to be executed in the name of Company.
b) Land amounting to ` 0.11 crore (previous year ` 0.11 crore) in respect of which irrevocable Power of Attorney is obtained in the name of Company.
c) Land amounting to ` 0.39 crore (previous year ` 0.39 crore) not covered by the Master Plan in respect of which sale deed is yet to be executed in the
name of Company.
Technical surveys/estimates are involved in respect of physical verification procedures / determination of Project work-in-progress / related costs.
These estimates made by the Company and certified to the auditors, have been relied upon by them, as these are of a technical nature.
44 Ministry of Environment & Forests (MoEF), Government of India, vide its order dated 9th November, 2011 accorded Environment Clearance (EC) to 1st
Phase. Accordingly construction has resumed at project site.
45 During the year, Lavasa Corporation Ltd. has identified its fixed assets, investments and loans pertaining to social infrastructure and amenities used
at various level in the development of the planned city, Lavasa. These are servicing the entire Inventory of Land of the ongoing Hill station Project
and resulting into the development of Inventory of Floor Space Index (FSI) and bringing the same to saleable condition. Based on this categorization,
rationalisation in the cost allocation methodology have been made during the current financial year. This rationalisation is adopted on the principle of
matching such costs with revenue arising from Sale of FSI, and development of the Hill City which require a substantial period of time to bring the FSI
inventory into saleable condition. The Company is of the view that this will result in more appropriate presentation of cost incurred towards development
of inventory of FSI into saleable inventory. The resulting impact on statement of Profit & Loss account, Inventory of Floor Space Index and Capital Work-in
Progress is given in table below.
` Crore
46 In respect of Pune Paud Toll Road Company Limited, as per the terms of contract the period to operate the project has expired on 5th Feb, 2014 and
the project since stands transfered to the public works department of Government of Maharashtra Company has preferred a claim for compansation
aggregating to ` 64.98 crore on account of delay in granting permisssion to collect the toll and change the location of Toll Plaza which resulted in drastic
reduction in revenue collection. It has also demanded refund of cost land aquisition of Bhugaon bypass , together with interest amounting to `3.67 crore
Towards this end Company is in process of Filling a petition in the Bombay High Court under section 11 of the Arbiotration and Conciliation Act, 1996.
47 Remuneration pad to Chairman & Managing Director is in excess of the limits specified in Schedule XIII of the Companies Act, 1956 by `10.18 crore
(previous year `10.18 crore). The Company has made an application seeking approval from Central Government. Approval for both the years is awaited.
49 Figures for the previous year have been regrouped/recast, wherever necessary.
As per our report attached ARUN V. KARAMBELKAR AJIT GULABCHAND Chairman & Managing Director
For K.S.AIYAR & CO. President &
Chartered Accountants Chief Executive Officer - E&C RAJGOPAL NOGJA Group Chief Operating Officer &
Registration No. 100186W Whole-time Director
134
Financial Details of Subsidiary Companies for the year ended on 31st March 2014
(` in lacs)
Sr. Name of the Financial Share Share Share Reserves Total Total Details of Investment (Except in Turnover Profit Provision Profit after Proposed
No Subsidiary Year Ending Capital Warrants Application & Surplus Assets Liabilities case of investment in subsidiaries (Incl. Before Tax for Current Tax Dividend
on Money Other & Deferred
a) Shares b) Mutual Total of
income) Tax
Funds Investments
1 Western Securities Ltd. 31.03.2014 200.00 - - 33.78 216.47 216.47 - 102.90 102.90 33.03 7.31 (2.50) 4.81 -
2 HCC Aviation Ltd. 31.03.2014 5.00 - - (1,244.52) 344.94 344.94 - - - - (0.40) (5.41) (5.81) -
3 HCC Mauritius 31.03.2014 2,985.48 - - (2,780.19) 20,134.22 20,134.22 - - - 553.79 (505.87) - (505.87) -
Enterprises Ltd.
5 Highbar Technologies 31.03.2014 625.00 - - 527.84 3,659.58 3,659.58 - 49.71 49.71 2,847.96 (49.26) (14.72) (34.54) -
Limited
6 Highbar Technologies 31.03.2014 6.36 - - (158.68) 486.35 486.35 - - - 810.06 (20.02) - (20.02) -
FZ - LLC
7 Lavasa Hotel Ltd. 31.03.2014 5.00 - - (1,191.14) 1,025.59 1,025.59 - - - 1,128.24 (131.24) - (131.24) -
8 Apollo Lavasa Health 31.03.2014 127.92 - - 6,582.27 8,339.42 8,339.42 - 241.10 241.10 85.03 (510.20) 25.19 (537.02) -
Corporation Ltd.
9 Lakeshore Watersports 31.03.2014 15.98 - - 238.77 343.59 343.59 - - - 178.18 (163.94) 1.00 (164.94) -
Company Ltd.
10 Dasve Convention 31.03.2014 56.78 - - (1,076.77) 11,965.78 11,965.78 - - - 720.29 (1,775.02) 76.80 (1,854.21) -
Centre Ltd.
11 Dasve Business Hotel 31.03.2014 28.40 - - 2,149.58 3,205.63 3,205.63 - - - 1.43 (140.44) - (140.44) -
Ltd.
12 Dasve Hospitality 31.03.2014 32.56 - - (33.30) 4,514.92 4,514.92 - - - 313.52 (1,184.66) 20.28 (1,218.00) -
Institutes Ltd.
13 Lakeview Clubs Ltd. 31.03.2014 24.36 - - (2,180.79) 6,686.20 6,686.20 - - - 177.07 (976.83) 58.17 (1,035.00) -
14 Dasve Retail Ltd. 31.03.2014 83.91 - - 6,236.36 6,804.96 6,804.96 - - - 39.13 (618.66) 15.17 (633.83) -
15 Full Spectrum 31.03.2014 5.50 - - (884.40) 764.36 764.36 - - - 244.97 (211.33) 3.59 (214.92) -
Adventure Ltd.
16 Spotless Laundry 31.03.2014 12.69 - - 53.77 1,939.37 1,939.37 - - - 35.01 (566.30) - (566.30) -
Services Ltd.
17 Lavasa Bamboocrafts 31.03.2014 12.90 - - 50.76 133.99 133.99 - - - 37.00 (229.59) 0.80 (230.39) -
Ltd.
18 Green Hills 31.03.2014 8.89 - - (2,619.01) 117.71 117.71 - - - 45.19 (2,972.41) - (2,972.41) -
Residencies Ltd.
19 My City Technology 31.03.2014 28.65 - - 2,102.04 2,481.23 2,481.23 - 73.71 73.71 382.40 (64.52) - (64.52) -
Ltd.
20 Reasonable Housing 31.03.2014 24.66 - - 1,083.36 3,209.24 3,209.24 - - - 142.77 (297.26) 16.85 (314.11) -
Ltd.
24 Sirrah Palace Hotels 31.03.2014 5.00 - - (3.68) 1.78 1.78 - - - 0.06 (0.53) - (0.53) -
Ltd.
25 Whistling Thrush 31.03.2014 5.40 - 76.37 6 53.40 6 53.40 - - - 1,599.30 39.08 12.18 26.91 -
Facilities Services Ltd.
26 Warasgaon Tourism 31.03.2014 14.84 - - (3,433.96) 311.63 311.63 - - - 64.80 (3,852.56) 1.45 (3,854.02) -
Ltd.
27 Our Home Service 31.03.2014 5.00 - - (3.43) 2.03 2.03 - - - - (0.59) - (0.59) -
Apartments Ltd.
29 Sahyadri City 31.03.2014 43.71 - - (501.35) 1,081.28 1,081.28 - - - 576.80 (1,774.29) - (1,774.29) -
Management Ltd.
30 Hill City Service 31.03.2014 15.33 - - 582.12 678.72 678.72 - - - - (145.57) - (145.57) -
Apartments Ltd.
31 Kart Racers Ltd. 31.03.2014 5.00 - - (41.38) 1.11 1.11 - - - - (6.83) - (6.83) -
33 Nature Lovers Retail 31.03.2014 6.73 - - 98.36 114.19 114.19 - - - - (24.89) - (24.89) -
Ltd.
34 Osprey Hospitality Ltd. 31.03.2014 5.00 - - (1.84) 3.39 3.39 - - - - (0.37) - (0.37) -
35 Starlit Resort Ltd. 31.03.2014 5.00 - - 11.20 1,521.93 1,521.93 - - - 365.80 5.10 (1.16) 6.26 -
37 Rosebay Hotels Ltd. 31.03.2014 5.00 - - (1.82) 3.41 3.41 - - - - (0.35) - (0.35) -
38 Mugaon Luxury Hotels 31.03.2014 5.00 - - (1.11) 4.01 4.01 - - - - (0.55) - (0.55) -
Ltd.
40 Hill View Parking 31.03.2014 5.00 - - (1.51) 4.29 4.29 - - - - (0.38) - (0.38) -
Services Limited
41 Verzon Hospitality 31.03.2014 5.41 40.15 121.15 121.15 63.20 2.67 0.01 60.52
Limited
42 HCC Infrastructure 31.03.2014 25.00 - - (32,786.33) 85,365.43 85,365.43 - 1,015.07 1,015.07 871.95 (12,503.49) 0
Company Limited (12,503.49)
44 HCC Power Limited 31.03.2014 50.00 - - (45.58) 4.68 4.68 - - - 0.26 (4.83) - (4.83) -
45 Dhule Palesner 31.03.2014 50.00 - - 1.38 51.64 51.64 - - - 2.99 2.17 - 2.17 -
Operations &
Maintenance Ltd.
46 Nirmal BOT Limited 31.03.2014 3,150.00 - - (1,878.95) 32,312.98 32,312.98 - 11.51 11.51 5,180.29 (41.41) - (41.41) -
47 Badarpur Faridabad 31.03.2014 8,600.00 - - (19,311.24) 49,664.17 49,664.17 - - - 4,162.47 6,209.66 - 6,209.66 -
Tollway Limited
51 Pune Paud Toll Road 31.03.2014 605.00 - - (4,539.55) 233.58 233.58 - - - 168.31 (418.77) - (418.77) -
Company Limited
53 HRL (Thane) Real 31.03.2014 10.00 - - (22.71) 4,146.57 4,146.57 - - - - (5.37) - (5.37) -
Estate Limited
136
(` in lacs)
Sr. Name of the Financial Share Share Share Reserves Total Total Details of Investment (Except in Turnover Profit Provision Profit after Proposed
No Subsidiary Year Ending Capital Warrants Application & Surplus Assets Liabilities case of investment in subsidiaries (Incl. Before Tax for Current Tax Dividend
on Money Other & Deferred
a) Shares b) Mutual Total of
income) Tax
Funds Investments
54 Nashik Township 31.03.2014 10.00 - - (181.46) 0.48 0.48 - - - 991.38 (4.51) - (4.51) -
Developers Limited
56 Charosa Wineries 31.03.2014 700.00 - - (3,846.66) 6,835.50 6,835.50 - - - 143.36 (1,207.47) - (1,207.47) -
Limited
57 Powai Real Estate 31.03.2014 5.00 - - (3.82) 1.44 1.44 - - - - (0.23) - (0.23) -
Developers Limited
58 HCC Realty Limited 31.03.2014 5.00 - - (1.44) 3.83 3.83 - - - - (0.21) - (0.21) -
60 HCC Real Estate Ltd. 31.03.2014 6,619.32 - - 37,269.12 98,030.50 98,030.50 - - - 2,563.61 (72.42) 9.58 (82.00) -
61 Lavasa Corporation 31.03.2014 822.50 - (2,483.21) 501,769.90 501,769.90 3,746.04 - 3,746.04 (797.21) (222.56) (574.65) -
Ltd. 83,319.44 23,950.34
63 HCC Mauritius 31.03.2014 596.50 (275.55) 9,872.17 9,872.17 - - - 39.59 (287.55) - (287.55) -
Investment Limited
64 HCC Operation & 31.03.2014 5.00 - - (45.80) 2,875.49 2,875.49 - - - 993.86 (45.30) - (45.30) -
Maintenance Ltd.
65 Steiner AG 31.03.2014 26,984 - - (941) 293,787 293,787 2,685 - 2,685.31 539,612 8,597 2,425 11,022 -
66 Steiner Promotions 31.03.2014 2,024 - - 941 12,630 12,630 - - - 557 185 - 185 -
et Participations SA
(Subsidiary Company
of Steiner AG)
72 Steiner India Ltd. 31.03.2014 716 - - (624) 5,807 5,807 - - 4,567 (494) - (494) -
(Subsidiary Company
of Steiner AG)
Notes : Foreign Exchange Rate consider 1 CHF=67.46, 1 USD =59.65 AND AED =16.35
140
Hindustan Construction Co Ltd
Hincon House, 11th Floor
247Park
Lal Bahadur Shastri Marg
Vikhroli (West)
Mumbai 400083
India
Tel.: +91 22 2575 1000
Fax: +91 22 2577 7568
www.hccindia.com