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Directors Report of Conart Engineers Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting forty first Annual Report of Conart Engineers Limited along with the Audited Financial Statements for the year ended March 31, 2015.

1 FINANCIAL PERFORMANCE (STANDALONE)

The Financial Performance for fiscal 2014-2015 is summarized in the following table:

(Rs. In Lacs)

Particulars 2014-2015 2013-14

Revenue from Operations 1911.06 841.53

Total expenditure 1849.18 864.96

Operating Profit 61.88 (23.43)

Other Income 111.95 93.00

Profit Before Interest and Depreciation 173.86 69.57

Interest 2.90 6.65

Depreciation 53.03 47.01

Profit Before Tax 117.90 15.91

Provision for Taxation

(a) Current 21.80 2.15

(b) Deferred Tax of earlier year 0 0 written Back

(c) Deferred Tax (16.28) 5.59

(d) Fringe Benefit 0 0

(e) Prior Year Tax Adjustment 0 0

Profit after Tax 112.16 8.17

Balance carried to Balance sheet 844.61 836.44

Earnings Per Share (Rs.) 3.74 0.27

Company's Performance Overview

Your Company has been affected by the downturn in global & national economy. The Company has incurred profit of Rs. 112.16 lacs during the year as compared to previous year profit of Rs. 8.18 lacs, thus increased its profitability. Pursuant to enactment of the Companies Act, 2013 and its applicability for accounting periods commencing from April 01, 2014, the Company has revised its policy of providing depreciation on fixed assets as per schedule II to the Act. Depreciation is now provided over the remaining useful life of fixed assets for all assets as against policy of providing on straight line basis as per schedule XIV of the Companies Act 1956. Consequently, the depreciation for the Year ended March'15 is higher by Rs.4.87 Lacs. Further an Amount of Rs. 97.83 Lacs towards depreciation up to the period of March, 2015 has been charged to reserves and surplus account. The increase in price of Materials and Labour continues to marginally affect the profits of your Company. Your Company is aggressively marketing to increase orders and increase turnover. Your directors are pursuing various strategies to ensure a promising future.

2 DIVIDEND

The Board of Directors are of the opinion that the profit is to be ploughed back and hence do not recommend dividend this year.

4 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of Companies Act, 2013 and read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are forming part of this Annual Report.

5 CORPORATE GOVERNANCE

Your Company continues to lay a strong emphasis on transparency, accountability and integrity. The new Companies Act, 2013 and amended Listing Agreement have strengthened the governance regime in the country. Your Company is in compliance with the governance requirements provided under the new law and had proactively adopted provisions of the new law.

All the Directors (and also the members of the Senior Management) have affirmed in writing their compliance with and adherence to the Code of Conduct adopted by the Company. The details of the Code of Conduct are furnished in the Corporate Governance Report attached to this Report. The Managing Director has given a certificate of compliance with the Code of Conduct as required under Clause 49 of the Listing Agreement forms part of the Annual Report. Related Party disclosures/transactions are detailed in Notes to the financial statements.

In line with the requirements of new law, your Company has constituted new Board Committees. Your Company has in place all the statutory Committees required under the law. Details of Board Committees along with their terms of reference, composition and meetings ofthe Board and Board Committees held during the year, are provided in the Corporate Governance Report.

During the year, your Company has adopted new policies and amended existing policies such as Policy on Related Party Transactions and Whistle Blower Policy in line with new governance requirements. These policies are available on the website of the Company at www.conartengineers.com. The Company has established a vigil mechanism for Directors and employees to report their genuine concerns.

A separate report on Corporate Governance is provided together with a Certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Equity Listing Agreement with the Stock Exchange(s). A Certificate of the CEO and CFO of the Company in terms of sub-clause IX of Clause 49 of Equity Listing Agreement, inter alia, confirming the correctness of the financial statements and cash flow statements, adequacy of the internal control measures and reporting of matters to the Audit Committee, is also annexed.

6 DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL

* Changes in the composition of the Board of Directors and other Key Managerial Personnel

Mr. Sunil C Vakil was appointed as an independent Director by the Board at the Board meeting held on June 26, 2014. Mrs. Pooja J Sura was appointed as a woman director by the Board at the Board meeting held on October 31, 2014. During the year Mr. Jimish J Sura was appointed a Chief Financial Officer and Ms. Ketki Parikh as Company Secretary of the Company. There was no other appointment or cessation of appointment of key managerial personnel during the financial year.

* Independent Directors

The Board of the Company consists of 06 Directors, out of which three are independent Directors, one women Director and two are whole time Directors. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange, which has been relied on by the Company and placed at the Board Meeting of the Company held on May 29, 2015.

* Retirement by rotation

In terms of Section 152 of the Companies Act, 2013, In terms of the provisions of Companies Act, 2013 and in accordance with the Articles of Association of the Company, Mr. Jimish Sura and Mr. Jitendra Sura retire by rotation and being eligible for the reappointment have offered themselves for reappointment. The Company has received requisite notices in writing from members proposing Mr. Chandrakant Patel, Mr. Harsh V. Patel and Mr. Sunil C Vakil for appointment as Independent Directors. The Company has received requisite notices in writing from member proposing candidature of Mrs. Pooja J Sura as Director liable to retire by rotation.

* Re-appointments/Approvals for Executive Directors

In terms of the provisions of Companies Act, 2013 and in accordance with the Articles of Association of the Company, Mr. Jitendra Sura was appointed as Chairman and Managing Director for a period of five years commencing from October 31,2014 and ending on October30, 2019. Similarly, Mr. Jimish J Sura was appointed as Executive Director - Finance, for a period of five years commencing from November 01,2014 and ending on October 31, 2019. The remuneration and other terms of appointment is subject to approval by the Members as stated in Notice convening Annual General Meeting forming part of this report.

7 AUDITORS

* Statutory Auditors

M/s. Govind Prasad & Co. Chartered Accountants (M. No. 047948), the Auditors of the Company hold office till the conclusion of this ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s Govind Prasad & Co. Chartered Accountant to the effect that their appointment as Auditors, if made would be within the limits under Section 141(3)(g)oftheCompanies Act, 2013. The appointment is accordingly proposed in the Notice of the Annual General Meeting at for ratification by Members.

* Secretarial Auditors

During the year, Secretarial Audit was carried out by M/s. Sanjay Dholakia & Associates (M. No. 2655) , a firm of Company Secretaries in Practice, the Secretarial Auditor of the Company for the financial year 2014-15 Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. There are no qualifications, reservation or adverse remark or disclaimer made by the auditor in the report save and except disclaimer made by them in discharge of their professional obligation. The detailed report on the Secretarial Audit is forming part of this Annual Report.

8 INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has been employing women employees in various cadres. There were no instances taken place in the Company during the year which are required to be reported under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

9 COMPLIANCES UNDER COMPANIES ACT, 2013

* Board Meetings held during the year

During the year, 5 meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is forming part of Annual Report.

* Extract of Annual Return

The extract of Annual Return in Form MGT9 as required under Section 92(3) and Rule 12 of the Companies (Management and Administration) Rules, 2014 is forming part of this Annual Report.

* Particulars of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

Pursuant to the clarification dated February 13, 2015 issued by Ministry of Corporate Affairs and Section 186(11) of the Companies Act, 2013, the provisions of Section 186(4) of the Companies Act, 2013, the relevant disclosure is given in the notes to financial statements.

* Remuneration Policy of the Company

The Remuneration policy ofthe Company comprising the appointment and remuneration ofthe Directors, Key Managerial Personnel and Senior Executives of the Company including criteria for determining qualifications, positive attributes, independence of a Director and other related matters has been provided in the Corporate Governance Report forming part of this Annual Report.

* Related Party Transactions

All transactions entered by the Company with Related Parties were in the Ordinary Course of Business and at Arm's Length pricing basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and the Board of Directors.

There were no materially significant transactions with Related Parties during the financial year 2014-15 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in the Notes to the financial statements. The Board had approved policies on Related Party Transactions. The policy has been uploaded on the Company's website.

* Risk Management Policy and Framework

The Company's risk management policy and framework is based on a clear understanding of various risks, disciplined risk assessment and measurement procedures and continuous monitoring. The policies and procedures established for this purpose are continuously benchmarked with industry best practices. The Board of Directors has oversight on all the risks assumed by the Company. The Board reviews the level and direction of major risks pertaining to market, liquidity, operational, compliance, and capital at risk as part of risk profile overview.

The Audit Committee of the Board provides direction to and monitors the quality of the internal audit function and also monitors compliance with inspection and audit reports of statutory and internal auditors ofthe Company.

* Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 ofthe Listing Agreement, Independent Directors at their meeting without the participation ofthe Non-independent Directors and Management, considered/evaluated the Boards' performance, Performance of the Chairman and other Non-independent Directors.

The Board has undergone a formal review which comprised Board effectiveness and review of materials. The Board subsequently evaluated its own performance, the working of its Committees (Audit, Nomination and Remuneration and Stakeholders Relationship Committee) and Independent Directors (without participation of the relevant Director). The criteria for performance evaluation have been detailed in the Corporate Governance Report forming part of this Annual Report.

* Company's Code of Conduct for Prevention of Insider Trading

In accordance with the requirements ofthe Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, the Company has also in place a comprehensive code of conduct for prevention of insider trading.

* Company's Code of Practices and Procedure for "Fair Disclosure of Unpublished Price Sensitive lnformation."

With reference to Regulation 8.2 (Chapter - lV) ofthe SEBI (Prohibition of lnsider Trading) Regulations, 2015, the Board of Directors of Company has instituted a "Conart Engineers Limited Code of Practices and Procedure for "Fair Disclosure of Unpublished Price Sensitive lnformation".

* Code of Business Conduct and Ethics

The Code of Business Conduct and Ethics for Directors and employees of the CONART aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is reviewed on an annual basis and is available on the website ofthe Company. Pursuant to Clause 49 of the Listing Agreement, a confirmation from the Managing Director & CEO regarding compliance with the Code by all the Directors and senior management forms part of this Annual Report.

* Vigil Mechanism/ Whistle Blower Policy

Pursuant to Section 177(9) ofthe Companies Act, 2013 read with Rule 7 ofthe Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 ofthe Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman ofthe Audit Committee.

Your Company hereby affirms that no Director/employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Brief details about the policy are provided in the Corporate Governance Report.

* Familiarisation Programme for Independent Directors

Independent Directors are familiarised with their roles, rights and responsibilities in the Company as well as with the nature of industry and business model of the Company through induction programmes at the time of their appointment as Directors and through presentations on economy & industry overview, key regulatory developments, strategy and performance which are made to the Directors from time to time.

* CEO/CFO Certification

In terms of Clause 49 ofthe Listing Agreement, the certification by the Managing Director & CEO and Chief Financial Officer on the financial statements and internal controls relating to financial reporting has been obtained and forming part of this Annual Report.

* Subsidiary, Associate and Joint Venture Companies

The Company does not have any subsidiary, associate or joint venture Company, which is required to be reported under the Companies Act, 2013.

* Deposits

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

* Significant and Material Orders Passed By the Regulators or Courts or Tribunals Impacting the Going Concern Status of the Company

There are no significant and/or material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status ofthe Company and its future operations.

* Human Resource

Your Company's Human Resource agenda remained focused on reinforcing the key thrust areas, building an inclusive culture and a strong talent pipeline, institutionalising mission critical capabilities in the organisation, driving greater employee engagement and continuing to focus on progressive employee relation policies.

* Internal Control and Its Adequacy

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Company has a mechanism of testing the controls at regular intervals for their operating effectiveness to ascertain the reliability and authenticity of financial information.

* Absorption, Foreign Exchange Earnings and Outgo

The particulars prescribed under Section 134 ofthe Companies Act, 2013 read with Rule 8 (3) ofthe Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo, the Company has taken the required steps and has been consistently exercising necessary vigilance in the direction of Energy conservation, which is of paramount importance. During the Financial year 14-15, total Foreign Exchange used and earned was Nil.

Your Company has successfully renewed its accreditation as an ISO 9001:2008 Company from Joint Accreditation System of Australia and New Zealand (JAS-ANZ). Your Directors are confident that a bright future lies ahead for your Company.

The Company has used information technology extensively in its operation and is continuously upgrading in consonance with the latest technology as per industry standard.

* Material changes and commitments affecting the financial position of the Company which have occurred between March 31,2015 and August 07, 2015 (date of the Report)

There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2015) and the date of the Report (August 7, 2015).

* Disclosure under Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014

Disclosure required under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 have been annexed to this report.

* Directors' Responsibility Statement

To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 that:

a) In the preparation ofthe annual financial statements for the year ended March 31,2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures.

b) For the financial year ended March 31, 2015, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view ofthe state of affairs ofthe Company and ofthe Profit and Loss ofthe Company for the year ended March 31, 2015.

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions ofthe Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The annual financial statements have been prepared on a going concern basis.

e) Proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively.

f) Proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

10 AUDITOR'S REPORT

The Report given by the Auditors on the financial statements ofthe Company is part of this Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Statutory Auditors in their Report and by Company Secretary in practice in his Secretarial Audit Report.

11 GREEN INITIATIVES IN CORPORATE GOVERNANCE

In line with the 'Green Initiative' since the last four years, the Company has effected electronic delivery of Notice of Annual General Meeting and Annual Report to those shareholders whose email ids were registered with the respective Depository Participants and downloaded from the depositories viz. National Securities Depository Limited / Central Depository Services (India) Limited. The Companies Act, 2013 and the underlying rules as well as Clause 32 ofthe Listing Agreement permit the dissemination of financial statements in electronic mode to the shareholders.

Your Directors are thankful to the shareholders for actively participating in the Green Initiative and seek your continued support for implementation ofthe green initiative.

12 APPRECIATION

The Board wishes to place on record its gratitude to the Company's customers, consultants, auditors and various Government authorities for their valuable support and guidance. The Board also places on record its sincere gratitude to all stakeholders including shareholders, valued clients, architect, consultant, contractors, suppliers and well wishers for their goodwill, patronage and wholehearted support. The Board also records the concentrated efforts put in and the valuable contribution made by the staff at all levels of your Company and looks forward to their unwavering commitment and teamwork for the all- round progress ofthe Company.

For and on behalf of the Board

Place: Vadodara Jitendra S. Sura Date : 7th August, 2015 Chairman & Managing Director DIN : 0480172




Mar 31, 2014

To the Members of

CONART ENGINEERS LIMITED

The Directors have pleasure in presenting their Fortieth Annual Report and the Audited Statement of Accounts for the financial year ended March 31, 2014.

FINANCIAL REVIEW

(Rs. In lakhs) Particulars 2013-14 2012-13

Gross revenue 841.53 2445.99

Total expenditure 864.96 2474.99

Operating Profit -23.43 -29.00

Other Income 93.00 59.87

Profit Before Interest and Depreciation 69.57 30.87

Interest 6.65 21.12

Depreciation 47.01 46.96

Profit Before Tax 15.91 -37.21 Provision for Taxation

(a) Current 2.15 15.06

(b)Deferred Tax earlier year written Back 0.00 0.00

(c) Deferred Tax 5.59 -28.67

(d) Fringe Benefit 0.00 0.00

(e) Prior Year Tax Adjustment 0.00 0.00

Profit after Tax 8.17 -23.60

Balance Brought forward from earlier year 836.44 860.04

Amount available for appropriations 844.61 836.44

Appropriation

Transfer to General Reserve 0.00 0.00

Proposed Dividend 0.00 0.00

Tax on Proposed Dividend 0.00 0.00

Balance carried to Balance sheet 836.44 860.04



PERFORMANCE REVIEW

Your company has been affected by the downturn in global & national economy thus leading to reduced turnover and drop in profitability. The increase in price of Materials and Labour continues to marginally affect the profits of your company. Your company is aggressively marketing to increase orders and increase turnover. Your directors are pursuing various strategies to ensure a promising future. This includes recent diversification in the field of Project Management services.

BUSINESS PROSPECTS

In the current Budget the Government has earmarked huge funds for development of infrastructure. The Government is also committed to boost the Indian economy for overall growth. The company continues to receive inquiries for new projects from existing customers as well as through customer references. All these factors are positive indicators for your company.

NEW STANDARD ADOPTED

Your company has successfully renewed its accreditation as an ISO 9001:2008 company from Joint Accreditation System of Australia and New Zealand (JAS-ANZ).Your Directors are confident that a bright future lies ahead for your company.

DIVIDEND

The Board of Directors are of the opinion that the profit is to be ploughed back and hence do not recommend dividend this year.

DEPOSITORY SYSTEM:

87.85% of the equity shares of the company are dematerialized as on 31st March, 2014.

DIRECTORS:

In terms of the provisions of Companies Act, 2013 and in accordance with the Articles of Association of the Company, Mr. Jimish Sura and Mr. Jitendra Sura retire by rotation and being eligible for the reappointment have offered themselves for reappointment. The Company has received requisite notices in writing from members proposing Mr. Chandrakant Patel, Mr. Harsh V. Patel and Mr. Sevantilal P. Shah for appointment as Independent Directors.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

1. The applicable Accounting Standards have been followed in the preparation of the Annual Accounts and proper explanation has been furnished, relating to material departures.

2. Accounting policies have been selected and applied consistently and reasonably, and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Annual Accounts for the year ended on 31st March, 2014 have been prepared on a going concern basis.

CORPORATE GOVERNANCE

A separate report on corporate Governance is furnished along with this report and the Auditors'' Certificate regarding the compliance of the said code is annexed thereto.

FIXED DEPOSIT:

The Company has not accepted any deposits from the public and its directors.

PARTICULARS OF EMPLOYEES:

The Company has no employee drawing remuneration equal to or more than the limits prescribed u/s 217(2A) of the Companies Act, 1956

CONSERVATION OF ENERGY

The Company has taken the required steps and has been consistently exercising necessary vigilance in the direction of Energy conservation, which is of paramount importance.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the Financial year 13-14, total Foreign Exchange used and earned was Nil.

TECHNOLOGY ABSORPTION

The Company is continuously upgrading its Machinery in consonance with the latest technology in the construction industry.

AUDITORS

M/s. Govind Prasad & Co. Chartered Accountants, the Auditors of the Company hold office till the conclusion of this ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s Govind Prasad & Co. Chartered Accountant to the effect that their appointment as Auditors, if made would be within the limits under Section 141(3)(g) of the Companies Act, 2013.

SECRETARIAL AUDITORS

As a measure of good Corporate Governance Practice and as mandated by the Provisions of Companies Act, 2013, the Board of Directors of the Company appointed M/s. Samdani Shah & Associates, a firm of practicing Company Secretaries to conduct the Secretarial Audit for the Financial Year 2014-15.

LISTING OF SHARES

The Company''s Equity Shares are presently listed on BSE Ltd, Mumbai.

APPRECIATION

The Board wishes to place on record its gratitude to the Company''s bankers, consultants, auditors and various Government authorities for their valuable support and guidance. The Board also places on record its sincere gratitude to all stakeholders including shareholders, valued clients, architect, consultant, contractors, suppliers and well wishers for their goodwill, patronage and wholehearted support. The Board also records the concentrated efforts put in and the valuable contribution made by the staff at all levels of your Company and looks forward to their unwavering commitment and teamwork for the all-round progress of the Company.

On behalf of the Board of Directors For Conart Engineers Limited

Place: Vadodara Jitendra S. Sura Date: 29th May, 2014 Chairman / Managing Director


Mar 31, 2012

TO THE MEMBERS OF CONART ENGINEERS LIMITED

The Directors have pleasure in presenting their Thirty-Eighth Annual Report and the Audited Statement of Accounts for the Financial year ended March 31, 2012.

FINANCIAL REVIEW

(Rupees In Lakhs)

2011-12 2010-11

Gross revenue 2652.15 3902.07

Total expenditure 2520.59 3818.76

Operating Profit 131.56 83.31

Other Income 45.84 85.82

Profit Before Interest and Depreciation 177.40 169.13

Interest 19.87 20.89

Depreciation 47.83 47.87

Profit Before Tax 109.70 100.37 Provision for Taxation

(a) Current (28.41) (16.05)

(b) Deferred Tax earlier year written Back 0.00 0.00

(c) Deferred Tax 2.57 6.89

(d) Fringe Benefit 0.00 0.00

(e) Prior Year Tax Adjustment 0.00 0.00

Profit after Tax 78.72 77.43 Balance Brought forward from earlier year 779.80 702.37

Amount available for appropriations 858.53 779.80 Appropriation

Transfer to General Reserve 0.00 0.00

Proposed Dividend 0.00 0.00

Tax on Proposed Dividend 0.00 0.00

Balance carried to Balance sheet 858.53 779.80

PERFORMANCE REVIEW

Your company has maintained profitability levels in spite of reduced turnover. The increase in price of Materials and Labour continues to marginally affect the profits of your company. Your company is aggressively marketing to increase orders and increase turnover. Your directors are pursuing various strategies to ensure a promising future. This includes recent diversification in the field of Project Management services.

BUSINESS PROSPECTS:

In the current Budget the Government has earmarked huge funds for development of infrastructure. The Government is also committed to boost the Indian economy for overall growth. The company continues to receive inquiries for new projects from existing customers as well as through customer references. All these factors are positive indicators for your company.

NEW STANDARD ADOPTED:

Your company has successfully renewed its accreditation as an ISO 9001:2008 company from Joint Accreditation System of Australia and New Zealand (JAS-ANZ).Your Directors are confident that a bright future lies ahead for your company.

DIVIDEND:

The Board of Directors are of the opinion that the profit is to be ploughed back and hence do not recommend dividend this year.

DEPOSITORY SYSTEM:

87.37% of the equity shares of the company are dematerialized as on

31st March 2012.

DIRECTORS:

In accordance with the provisions of The Companies Act, 1956 and in accordance with the Articles of Association of the Company, Mr. Sevantilal P. Shah and Mr. Pradip R. Sura retire by rotation and being eligible for the reappointment have offered themselves for reappointment.

DIRECTORS'RESPONSIBILITYSTATEMENT

The applicable Accounting Standards have been followed in the preparation of the Annual Accounts and proper explanation has been furnished, relating to material departures.

Accounting policies have been selected and applied consistently and reasonably, and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities The Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on corporate Governance is furnished along with this report and the Auditors' Certificate regarding the compliance of the said code is annexed there to.

FIXED DEPOSIT:

The Company has not accepted any deposits from the public / directors. PARTICULARS OF EMPLOYEES:

The Company has no employee drawing remuneration equal to or more than the limits prescribed U/S217(2A)of the Companies Act, 1956

CONSERVATION OF ENERGY

The Company has taken the required steps and has been consistently exercising necessary vigilance in the direction of Energy conservation, which is of paramount importance.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year, total foreign exchange used and earned was Rs. NIL/-and Rs. NIL/-respectively.

TECHNOLOGY ABSORPTION

The Company is continuously upgrading its Machinery in consonance with the latest technology in the construction industry.

AUDITORS

M/s. Govind Prasad & Co. Chartered Accountants, the Auditors of the Company hold office till the conclusion of this ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s Govind Prasad & Co. Chartered Accountant to the effect that their appointment as Auditors, if made would be within the limits under Section 224(1 B) of the Companies Act, 1956.

LISTING OF SHARES

The company's Equity Shares are presently listed on Mumbai Stock Exchange.

APPRECIATION

The Board wishes to place on record its gratitude to the Company's bankers, consultants, auditors and various Government author cities for their valuable support and guidance. The Board also places on record its sincere gratitude to all stakeholders including shareholders, valued clients, architect, consultant, contractors, suppliers and well wishers for their goodwill, patronage and wholehearted support. The Board also records the concentrated efforts Putin and the valuable contribution made by the staff at all levels of your Company and looks forward to their unwavering commitment and teamwork for the all-round progress of the Company.

On behalf of the Board of Directors

For CONART ENGINEERS UMITED

Place: Vadodara (Mr.Jitendra S. Sura)

Date: 4th August, 2012 Chairman / Managing Director


Mar 31, 2010

The Directors have pleasure in presenting their Thirty-Sixth Annual Report and the Audited Statement of Accounts for the financial year ended March 31,2010.

FINANCIAL REVIEW

(Rupees In Lacs)

2009-10 2008-09

Gross revenue 2692.87 2847.81

Total expenditure 2453.53 2608.56

Operating Profit 239.34 239.25

Other Income 50.47 45.32

Profit Before Interest and Depreciation 289.81 284.57

Interest 10.12 10.87

Depreciation 34.84 29.77

Profit Before Tax 244.85 243.93

Provision for Taxation

(a) Current (75.75) (78.10)

(b) Deferred Tax earlier year written Back 0.00 0.00

(c) Deferred Tax (2.56) (0.54)

(d) Fringe Benefit 0.00 (3.59)

(e) Prior Year Tax Adjustment 0.00 0.00

Profit after Tax 166.54 161.70

Balance Brought forward from earlier year 595.81 434.11

Amount available for appropriations 762.36 595.81

Appropriation Transfer to General Reserve 25.00 0.00

Proposed Dividend 30.00 0.00

Tax on Proposed Dividend 4.99 0.00

Balance carried to Balance sheet 702.37 595.81

PERFORMANCE REVIEW:

Your company has registered a robust growth in turnover of about 12%. The increase in price of Materials and Labour continues to marginally affect the profits of your company. Your company is aggressively marketing to increase orders and increase turnover. Your directors are pursuing various strategies to ensure a promising future.

BUSINESS PROSPECTS:

In the current Budget the Government has earmarked huge funds for development of infrastructure. The Real Estate sector is also reviving since the corporate world has forecast a turnaround. The capex plans are now being implemented by corporate world. The Government is also committed to boost the Indian economy for overall growth. All these factors are positive indicators for your company.

NEW STANDARD ADOPTED:

Your company has successfully renewed its accreditation as an ISO 9001:2008 company from JAS, Australia and Newzealand (JAS-ANZ).

Your Directors are confident that a bright future lies ahead for the Real Estate Sector and your company.

DIVIDEND:

The Board of Directors recommend a dividend of 10% on equity shares i.e. Rs. V- per share.

DEPOSITORY SYSTEM:

86.44% of the equity shares of the company are dematerialised as on 31st March, 2010.

DIRECTORS:

in accordance with the provision of the Company Act, 1956 and in accordance with the Articles of Association of the Company, Mr, Harshad Javeriand Mr. Pradip R Sura retire by rotation and being eligible for the reappointment have offered themselves for reappointment.

Mr. Chandrakant R Patel was appointed as an additional director of the company during the year with effect from 30lh October, 2009 and his term has been expiring at the ensuing Annual General Meeting and being eligible for re-appointment

DIRECTORS RESPONSIBILITY STATEMENT

The applicable Accounting Standards have been followed in the preparation of the Annua Accounts and proper explanation has been furnished, relating to material departures.

Accounting policies have been selected and applied consistently and reasonably, and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period.

Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. ¦.

The Annual Accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

A separate report on corporate Governance is furnished along with this report and the

Auditors Certificate regarding the compliance of the said code is annexed there to.

FIXED DEPOSIT:

The Company has not accepted any deposits from the public / directors.

PARTICULARS OF EMPLOYEES:

The Company has no employee drawing remuneration equal to or more than the limits prescribed U/S 217(2A)of the Companies Act, 1956

CONSERVATION OF ENERGY

The Company has taken the required steps and has been consistently exercising necessary vigilance in the direction of Energy conservation, which is of paramount importance.

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year, total foreign exchange used and earned was Rs.Nil and Rs.Nil/ - respectively.

TECHNOLOGY ABSORPTION

The Company is continuously upgrading its Machinery in consonance with the latest technology in the construction industry.

AUDITORS

M/s. Govind Prasad & Co. Chartered Accountants, the Auditors of the Company hold office till the conclusion of this ensuing Annual General Meeting and are eligible for reappointment. The Company has received a letter from M/s Govind Prasad & Co. Chartered Accountant to the effect that their appointment as Auditors, if made would be within the limits under Section 224( 1B) of the Companies Act, 1956.

LISTING OF SHARES

The companies Equity Shares are presently listed on Mumbai Stock Exchanqe.

APPRECIATION

The Board wishes to place on record its gratitude to the Companys bankers, consultants, auditors and various Government authorities for their valuable support and guidance. The Board also places on record its sincere gratitude to all stakeholders including shareholders, valued clients, architect, consultant, contractors, suppliers and well wishers for their goodwill, patronage and wholehearted support. The Board also records the concentrated efforts put in and the valuable contribution made by the staff at all levels of your Company and looks forward to their unwavering commitment and teamwork for the all-round progress of the Company.

On behalf of the Board of Directors

For CONART ENGINEERS LIMITED

Place: Mumbai (Mr. Jitendra S. Sura)

Date: 29h May 2010 Chairman / Managing Director



 
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