Directors Report of HEC Infra Projects Ltd.

Mar 31, 2018

To

The Members of

HEC Infra Projects Limited

The Directors have pleasure in presenting the 13th Annual Report of HEC Infra Projects Limited for the financial year ended 31st March, 2018.

1. Financial Results and Appropriations :

Financial Results of the Company for the year under review along with the figures for the previous year is as follows:

(Rs. in Lakhs Except per Share data)

Particulars	31st March, 2018	31st March, 2017
Revenue from Operations	8263.49	8399.70
Other Income	77.91	84.98
Total Revenue	8341.40	8484.68
Profit before Interest, Depreciation , Extraordinary items & tax	871.90	837.04
Less : Interest	355.78	320.66
Depreciation	31.49	31.96
Extraordinary Items	00	0.06
Profit before Exceptional item & tax	484.63	484.36
Exceptional Item	(8.60)	00
Profit before tax	493.24	484.36
Current Tax	162.00	170.00
Deferred Tax	(2.89)	(1.93)
Net Profit after tax	334.13	316.29
Add: Balance brought forward from last year	1340.57	1048.68
Amount available for Appropriation
Less: Appropriation
Dividend paid on Equity Shares*	--	20.28
Tax on Dividend on Equity Shares*	--	4.13
Transfer to General Reserve	—	—
Balance to be carried forward	1674.70	1340.57
EPS (Basic & Diluted)	16.48	15.60

* Since the payment of dividend is subject to the declaration at the ensuing annual general meeting the amount is not shown in the appropriation.

The Financial Results for the Half year ended and year ended are available on the company website of the company www.hecprojects.in

2. State of Company’s Affairs:

The Company has earned revenue from operation of Rs. 8263.49 Lacs during the year ended on 31st March, 2018 as against Rs. 8399.70 Lacs earned during the previous year ended on 31st March, 2017, with a fall of 1.62 % as compared to previous year. The Company has also earned other income of Rs. 77.91 Lacs during the year under review as against Rs. 70.81 Lacs earned during the previous year, with an increase in 10.03 % as Compared to previous year.

The Company earned Profit Before Tax (PBT) of Rs. 493.24 Lacs and Profit After Tax (PAT) of Rs. 334.13 Lacs during the year ended on 31st March, 2018 as compared to previous year ended on 31st March, 2017 Rs. 484.36 Lacs and Rs. 316.29 Lacs respectively, showing a rise of 1.83 % in Profit Before Tax and 5.64 % in Profit After Tax (PAT).

Some of the major factors which have impacted the revenue as well as profit of the Company are as under:

a. During the year under review there was implementation of Goods and Services Tax. There were issues requiring certain clarification over the Credit of GST. The delay in clarifications have impacted the revenue of the Company.

b. Bank of India from which the Company continues to avail Credit facility has been put under Prompt Corrective Action. Due to this the Company faced the difficulty in getting the bank guarantee and thus the Company cannot apply for big tenders.

3. Change in Nature of Business:

During the year under review, there has been no change in the nature of business of the Company.

4. Material Changes and Commitment affecting financial position:

There is no material change and commitments affecting the financial position of the Company, which has occurred during the financial year 2017-18 and till the date of this Board’s Report.

5. Reserves and Surplus:

The Opening Balance of Surplus of Profit and Loss as shown in the Reserves and Surplus is Rs. 1340.57 Lacs. The whole of net profit for the year of Rs. 334.13 Lacs is transferred to Surplus of Profit and Loss as shown in the Reserves and Surplus. The Closing Balance of Surplus of Profit and Loss as shown in the Reserves and Surplus is Rs. 1674.70 Lacs. The Opening and Closing Balance of Securities Premium stands at Rs. 741.03 Lacs. The Opening and Closing Balance of General Reserves stands at Rs. 10 Lacs.

6. Dividend:

The Board of Directors has recommended a final dividend of Rs. 1/- per Equity Share of Rs. 10/- each (previous year Rs. 1/- per equity Share of Rs. 10/- Each) for the financial year ended 31st March, 2018 amounting to Rs. 24.40 lakhs (inclusive of Dividend Distribution Tax of Rs. 4.13 Lakh). The dividend payment is subject to approval of Shareholders at the ensuring Annual General Meeting of the company.

7. Deposits:

The Company does not invited and accepts any such deposit under clause V of the companies Act, 2013 during the year ended 31st March, 2018.

8. Subsidiary, Associate and Joint Venture:

During the year under review, no company has become or ceased to be subsidiary, joint venture or associate of the Company.

9. Particulars of Loans given, Investments made, Guarantees given and Securities provided:

The company has not given any loans, guarantee or investments made covered under the provisions of section 186 of the Companies Act, 2013.

10. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

Particulars relating to conservation of energy and technology absorption stipulated in the Companies (Accounts), 2014 are not applicable to HEC Infra Projects Limited (“the company”) and the Company does not have any foreign exchange earnings and expenditure.

11. Director’s Responsibility Statement:

As required under the provisions of Section 134 (5) of the Companies Act, 2013, your Directors confirm that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2018, the applicable accounting standards have been followed and there are no material departures from the same;

(ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for the period under review;

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a ‘going concern’ basis;

(v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. Particulars of Employees:

During the year under review, there was no employee who has drawn remuneration in excess of the limits set out under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosure pertaining to Remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial personnel) Rule, 2014 is attached as Annexure- A.

13. Directors and Key Managerial Personnel:

Director:

Your Board Comprised of 5 (Five) Directors which includes 1 (One) Managing Director, 1 (One) Executive Director and 3 (Three) Non-Executive Independent Directors. Your Directors on the Board possess experience, competency and are renowned in their respective fields. All Directors are liable to retire by rotation except independent Directors.

In accordance with the provision of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Rupal Gaurang Shah, retires by rotation and being eligible, has offered herself for re-appointment. Item seeking your approval on the above re-appointment is included in the Notice convening the Annual General Meeting.

During the year, there is no change in the Board of Directors, none of the Directors have been appointed and resigned.

Key Managerial Personnel:

During the year under review, there was no change in the Key Managerial Personnel of the Company for the financial year ended 31st March, 2018.

14. Declaration by Independent Director:

Pursuant to Section 149(7) of the Companies Act, 2013 read with the schedules and Rules issued thereunder as well as Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has received declarations from all the Independent Directors confirming that they meet the criteria of Independent as prescribed under Section 149(6) of the companies Act, 2013 and SEBI Listing Regulations.

15. Annual Performance Evaluation:

The Company has in place a criteria for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include performance evaluation of the nonexecutive directors and executive directors.

Pursuant to the provisions of Section 134(3)(p), 149 (8) and Schedule IV of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Independent directors was carried out by the entire Board and the performance Evaluation of the Board, its Chairman, Non-Independent Directors and working of Committees was carried out by the Independent Directors.

16. Extract of Annual Return:

Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, the extract of Annual Return in prescribed format form part of the Board’s Report as Annexure-B.

17. Auditors and Auditor’s Report:

Statutory Auditor & Audit Report:

M/s. Parth P. Shah & Co., Chartered Accountants (Firm Registration Number: 141540W) were appointed as the Statutory Auditor of the Company to hold office for the period of 5 (five) consecutive years, at the Extraordinary General Meeting held on 16th December, 2015 till the 15th Annual General Meeting of the company (for the financial year 2020) subject to ratification by the members at every Annual General Meeting.

In accordance with the companies Amendment Act, 2017 enforced on 7th May, 2018 by the Ministry of Corporate Affairs, the appointment of statutory Auditors is not required to be ratified at every Annual General Meeting. Accordingly, the 13th Annual General Meeting Notice does not carry any resolution on ratification of appointment of Statutory Auditors.

Further, they have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limits under the act and that they are not disqualified for the appointment.

The Notes on financial statement referred to in the Auditors’ Report are self-explanatory and do not call for any further comments. The Auditor’s Report for the financial year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark. The Auditor’s Report is enclosed with the financial statements in this Annual Report.

Secretarial Auditor and Secretarial Audit Report:

Pursuant to provision of Section 204 of the Companies Act, 2013, the Board of Directors of the Company appointed M/s. Jalan Alkesh & Associates, Practicing Company Secretary, as the Secretarial Auditor of the company for the financial year ended 31st March, 2018. The Secretarial Audit Report relating thereto is annexed herewith as an Annexure-C to this Report.

The Secretarial Auditor’s Report for the financial year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark.

Internal Auditor:

M/s. N. K. Kapadia & Co., a reputed firm of Chartered Accountants, is the Internal Auditors of the Company. The Audit Committee of the Board of Directors in consultation with the Internal Auditors formulates the scope, functioning, periodicity and methodology for conducting the internal audit.

None of the Auditors of the company have reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or reenactments) thereof for the time being in force).

Cost Auditor:

The provision of Cost Audit is not applicable to the Company; hence Company has not appointed cost Auditor.

18. Company’s policy on Director’s, KMPs & other employees appointment & remuneration including criteria for determining Qualification, Attributes, Independence, etc.:

The Company has formulated and adopted the Remuneration Policy in accordance with the provisions of Companies Act, 2013 read with the Rules issued thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Policy of the Company, inter alia, provides the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, Positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The Policy is also available on the website of the Company https://www.hecprojects.in/investors/

19. Details on Internal Financial Controls Related to Financial Statements:

Your Company has in place adequate internal control systems commensurate with the size of its operations. These systems enable the Company to comply with applicable laws and standard guidelines to protect Company’s interest against financial losses and unauthorized use. Further, Company has appointed Internal Auditor. The findings of internal audit report are reviewed periodically by the internal auditors, and are subject to management reviews with significant audit observations and follow up actions reported to the Audit Committee. The Audit Committee actively reviews the adequacy and effectiveness of internal control systems and suggests improvements for strengthening them in accordance with the changes in the business dynamics, if required.

20. Risk Management:

Your company has established a well-defined risk management policy to ensure that risk to the Company’s continued existence as a going concern and to its development are identified and addressed on timely basis. Risk management strategy as approved by the board of directors is implemented by the company management. The Policy is available for at the Website of the Company https://www.hecprojects.in/investors/

21. Industrial Relation:

The Relations between the employees and management have remained cordial and harmonious during the year under review.

22. Segment Reporting:

The Company is engaged in the EPC Electro-Mechanical Project Business as an only reportable segment in accordance with Accounting Standard on Segment Reporting AS-17.

23. Number of Board Meeting:

During the year 6 (Six) meeting were held on 27th May, 2017, 2nd September, 2017, 14th November, 2017, 20th November, 2017, 5th February, 2018 and 28th March, 2018. The particulars of Directors, their attendance during the financial year 2017-18 has been disclosed in the Corporate Governance Report forming part of this Annual Report.

24. Composition of Audit Committee:

The Audit Committee Comprises of the following Members:

Name	Designation	Status
Mr. Sachin K. Kansal	Non- Executive Independent Director	Chairman
Mr. Asit R. Shah	Non- Executive Independent Director	Member
Mrs. Ritu V. Chaudary	Non- Executive Independent Director	Member

Further details relating to the Audit Committee are provided in the Corporate Governance Report, which forms as an integral part of the Annual Report.

All the recommendations made by Audit Committee were accepted by the Board.

25. Significant and material orders passed by the Regulators or Courts or Tribunal:

There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

26. Secretarial Standard:

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the ‘Board of Directors’ and ‘General Meetings’, respectively, have been duly followed by the Company.

27. Vigil Mechanism/ Whistle Blower Policy:

Pursuant to the provision of Section 177(9) of the Companies Act, 2013 read with Rule 7 of Companies (Meeting of Board and its Power) Rules, 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a vigil mechanism/ Whistle Blower Policy for directors and employees to report concern of unethical behavior, actual or suspected fraud or violation of the Company’s code of conduct.

The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the Company’s website at www.hecprojects.in.

28. Corporate Social Responsibility:

The Company is not covered under the criteria of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is not mandatory for the Company to have the Corporate Social Responsibility Committee.

29. Particulars of contracts or arrangements with related party:

During the financial year under review, all contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of business and on arms’ length basis. The details of contracts and arrangements with Related Parties of your Company for the financial year ended 31 March, 2018, are given in notes to the Financial Statements, forming part of this Annual Report.

All related party transactions have been approved by the Audit Committee and the Board of Directors of your Company and are reviewed by them on periodic basis. Omnibus approvals are taken for transactions which are repetitive in nature. The details of the related party transactions during the year under review are provided in Form AOC-2, which is attached as Annexure-D to this report.

In accordance with the provisions of the SEBI Listing Regulations, the Company has formulated a Related Party Transactions Policy (the Policy). The Policy, as approved by the Board, is available on your Company’s website http://www.hecprojects.in/investors.

30. Management Discussion and Analysis Report & Corporate Governance Report:

As required under Schedule V (B) and (C) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, “Management Discussion and Analysis Report” as well as “Corporate Governance Report”, are attached as a separate section forming part of this Annual Report

Further, during the year under review, the Company has complied with all the mandatory requirements of the Corporate Governance. A certificate from the statutory auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is annexed to the Report on Corporate Governance as an Annexure-E.

31. Listing:

Listing The Equity Shares of the Company continue to remain listed on National Stock Exchange of India Limited (NSE) SME Platform. The stipulated listing fees for Financial Year 2018-19 have been paid to the Stock Exchanges.

32. Policy on prevention of sexual harassment at workplace:

Your Company has always believed in providing a conducive work environment devoid of discrimination and harassment including sexual harassment. Your company has a well formulated an Anti-harassment policy in line with the requirement of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. The objective of the policy is to prohibit, prevent and address issues of sexual harassment at the workplace. The Company has also constituted an internal complaint committee pursuant to Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

The policy covers all employees (permanent, contractual, temporary, trainees) irrespective of their nature of employment and also applicable in respect of all allegations of sexual harassment made by an outsider against an employee.

During the year 2017-18, no case of Sexual Harassment was reported.

33. Acknowledgements:

The Board of Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year. The Board sincerely conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of Board of Directors

Gaurang Shah

Date: 30/08/2018 (Chairman & Managing Director)

Place: Ahmedabad DIN :07956079

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Mar 31, 2016

To,

The Members,

HEC INFRA PROJECTS LIMITED

The Directors are pleased to present the 11th Annual Report together with Audited Statement of Accounts for the year ended 31st March, 2016.

1. Financial Results and Appropriations :

The Summarized Standalone Result of your Company is given in the table below.

(Amount Rs. In Lacs)

SR. No.	Particulars	Current year 2015-16	Previous Year 2014-15
1.	Operational Income	11595.05	12501.39
2.	Other Income	81.08	63.29
3.	Total Revenue	11676.13	12564.69
4.	Profit before interest, Depreciation, Exceptional items and taxes (EBIDTA)	740.39	639.29
5.	Depreciation	31.92	37.2
6.	Finance Cost	313.25	287.08
7.	Exceptional Items (Net)	-	-
8.	Extra Ordinary Items	1.15	-
9.	Profit before Taxes	394.07	368.99
10.	Current Tax	140.00	125.00
11.	Deferred Tax	(0.95)	(5.45)
12.	Taxation in respect of Earlier year	-	2.28
13.	Net Profit/(Loss)	255.02	247.16

During the year under review the company has transferred whole profit of Rs. 255.02 Lacs to the Profit and Loss.

The Company discloses financial results on a half yearly basis of which results are subjected to limited review. The Financial Statements as stated above are also available on the website of the Company i.e. www.hecprojects.in

2. Results of Operations:

The total sales and other income during the year have been Rs. 11676.13 Lacs compared to Rs. 12564.69 Lacs in previous year. The Company''s Net Profit after interest, depreciation, prior period adjustments & taxes areRs. 255.02 Lacs compared to Rs. 247.16 Lacs in previous year.

3. Transfer to Reserve:

The opening balance of Securities Premium was Rs. 256.11Lacs, during the year under review there was addition of Rs. 484.92Lacs due to proceeds of issue of Shares. The Opening and closing balance of General Reserve was Rs. 1.00 Lacs. The opening balance of Profit & Loss Account was Rs. 818.07 Lacs. During the year under review the company has transferred whole of profit of Rs. 255.02 Lacs to the Profit and Loss and consequently the closing Balance of Profit and Loss as at 31st March, 2016 was Rs. 1048.68 Lacs.

4. Dividend:

The Board of Directors are pleased to recommend a dividend of Rs. 1/- per Equity Share for the year ended on 31st March, 2016.

5. Material Changes and Commitment:

During the year under review, the Authorized Share Capital of the Company is increased from Rs. 15,000,000 ( Rupees One Crore fifty Lacs Only) to Rs. 21,000,000 ( Rupees Two crore Ten Lacs Only) by alteration in capital clause of Memorandum of Association in its Extra Ordinary General Meeting held on 16th September, 2015.

6. Particulars of Loan/Guarantees/Investments:

The Company has not given any loan (Other than the loans and advances for its ordinary course of Business) /guarantee or provided any Security or made any investment to any person.

7. Changes in Nature of Business:

The Company is engaged in electro mechanical and turnkey projects. During the year under review, there is no change in the Nature of Business.

8. Deposits:

The Company does not have "Deposits" as contemplated under Chapter V of the Companies Act, 2013. Further, the Company has not invited or accepted any such deposits during the year ended 31st March, 2016.

9. Changes in Directors and Key Managerial Personnel:

During the year under review, Mr. Yogesh Popatlal Shah and Mr. Anirudhasnh Harendrasinh Gohil, an Additional Director of the Company resigned as director with effect from 10th October, 2015and 29th September, 2015 respectively. The Board of Directors of the Company places on record its appreciation for the services rendered by him during his long association with the Company. Mr. Gaurang Parmananddas Shah was Re-appointed as Managing Director with effect from 30th September, 2015.

In accordance with the provision of Section 152(6) of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Rupal Shah, Director of your Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment, subject to the approval of Shareholders of the Company. A brief Resume of Mrs. Rupal Shah is attached with the Notice of Annual General Meeting.

Mr. Asit Ramniklal Shah and Mr. Sachin Kanwarlal Kansal have been appointed as the Independent Directors subject to the approval of shareholders of the company in the General Meeting. Hence, the shareholders are requested to approve the appointment of above mentioned independent directors.

During the period under review Mrs. Rupal Gaurang Shah was appointed as CEO with effect from 29th June, 2015 and she resigned on 10th August, 2015, but she continued as Director of the Company. Ms. Hema Advani was appointed as Company secretary of the Company with effect from 22nd July, 2015 and she resigned from office with effect from 10th August, 2015. Ms. Hema Lakhmichand Advani (ACS No. 40537) was further appointed form 1st January, 2016.

10. Number of Meetings:

During the year the Board of Directors met 18 times. The details of the Board Meeting are provided in Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.

11. Director''s Responsibility Statement:

As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, Directors subscribe to the "Directors'' Responsibility Statement" and confirm that:

(a) In the preparation of the annual accounts for the financial year 2015-16, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) They have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) They have prepared the annual accounts on a going concern basis; and

(e) They have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

12. Audit Committee:

The audit committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013. The composition of audit committee is given below:

1) Mr. Sachin Knawarlal Kansal

2) Mr. Asit Ramniklal Shah

3) Mrs. Ritu Vinodkumar Chaudary

Mr. Sachin Knawarlal Kansal is the Chairman of the Audit Committee. The Company Secretary of the Company shall act as a Secretary of the Company.

13. Formal Annual Evaluation:

In compliance with the provisions of the Act and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the performance evaluation was carried out as under:

Board:

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board:

The performance of the Audit Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the Listing Agreement.

Individual Directors:

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership.

14. Internal Financial Controls:

The existing internal financial controls are adequate and commensurate with the nature, size, complexity of the Business and the Business Processes followed by the Company. Internal Financial Controls have been reviewed by Independent Experts who have reported that their audit did not disclose any serious material internal control problem or weakness which could be considered pervasive in their effect on the overall effectiveness and efficiency of the operations.

15. Auditors:

A) Statutory Auditor & Audit Report:

Pursuant to provision of Section 139 of the Act and rules framed there under M/s. Parth P. Shah & Co., Chartered Accountants, Ahmedabad (Firm Registration No. 141540W) was appointed as an Auditor of the Company from the resolution passed at the Extra ordinary General Meeting of the Company, to the conclusion of the 5th Annual General Meeting (i.e 15th Annual General Meeting for the financial year 2020) on such remuneration as may be fixed by the Board, apart from re-imbursement of out of pocket expense as may be incurred be them for the purpose of audit.

B) Internal Auditor:

M/s. N. K. Kapadia & Co., a reputed firm of Chartered Accountants, is the Internal Auditors of the Company. The Audit Committee of the Board of Directors in consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the internal audit.

C) Secretarial Auditor:

Pursuant to provisions of Section 204(1) of the Companies Act, 2013 and rules made in this behalf, the Board of Directors of the Company after taking approval of members in Annual general meeting, appointed M/s. Jalan Alkesh & Associates, practicing Company Secretary, Ahmedabad to carry out Secretarial Audit of the Company for the financial year 2015-16.

16. Explanations or Comments by the Board on every qualification, Reservation or Adverse remark or disclaimer made:

a) By Auditor in his report

b) By Practicing Company Secretary in his Secretarial Audit Report

Auditor''s report and Secretarial Auditor''s report does not contain any qualification, Reservation or Adverse remark or disclaimer so there is no need to give any explanation. The Secretarial Audit Report is attached as ANNEXURE-I to this report

17. Corporate Social Responsibility:

The Company is not covered under the criteria of Section 135 of Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is not mandatory for the Company to have the Corporate Social Responsibility.

18. Extract of annual Return:

Pursuant to provision of Section 92 and 134 and other applicable provision of Companies Act, 2013 and of Rule 12(1) of Companies (Management and administration) Rules, 2014 the extract of annual return in Form MGT-9 for the Financial Year ended on 31st March, 2016 is annexed as ANNEXURE-II to this Report.

19. Declaration by Independent Director:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

20. Particulars of Employee:

During the year under review, there was no employee who has drawn remuneration in excess of the limits set out under Secti''on197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as ANNEXURE-III.

21. Conservation of energy, technology absorption, foreign exchange earnings and outgo:

The Company is engaged in providing service activity. The Company is not engaged in any manufacturing activity and hence the particulars required to be reported for the conservation of energy, technology absorption are either nil or not applicable. There is no foreign exchange earnings and outgo during the year under review.

22. Particulars of contracts or arrangements with related party:

All related party transactions that were entered into during the year under report were on an arm''s length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year. No advance is / was paid for entering into related party transactions. The prices paid to the related party transactions are based on the ruling market rate at the relevant point of time. The requisite details in form AOC-2 is attached herewith as ANNEXURE-IV which forms part of the Directors Report.

23. Delisting From EMERGE ITP:

During the year under Review, company voluntary delisted its Shares from Institutional Trading Platform of NSE vide letter dated 4th February, 2016.

24. Listing of Shares on EMERGE SME:

The Company issues Shares by way of issue of Initial Public Officer and listed on the NSE EMERGE PLATFORM, therefore Paid-up Share Capital of the Company increase from 14,88,832 to 20,27,653.

25. CEO & CFO Certification:

Pursuant to Regulation 17(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Certificate from Mr. Pannalal Jatashanker Surti, Chief Financial Officer of the Company, for the year ended 31st March, 2016 is also attached herewith which forms part of Corporate Governance Report.

26. Policies:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed Companies. All our Corporate Governance policies are available on our website (http://www.hecprojects.in/investors/). The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

Name of Policy	Brief Description	Web Link
Code of Conduct	The Company has formulated and adopted code of Conduct for the Senior Management and officers of the Company.	http://www.hecprojects.in/files/c ode-of-conduct _. pdf
Remuneration Policy	The policy formulated the criteria for determining qualifications, Competencies, Positive affixture and independence for appointment of a Director (Executive/Nonexecutive) and also the Criteria for determining the remuneration of the directors, Key Managerial Personnel and other employees.	http://www.hecprojects.in/invest ors/
Insider Trading Policy	The Company has adopted the policy for regulate, monitor, and report trading by insiders & code of fair disclosure of unpublished price sensitive information for the Directors, KMP and other designated officers and connected persons of the Company	http://www.hecprojects.in/invest ors/
Risk Management Policy	The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making.	http://www.hecprojects.in/invest ors/
Related Party Transaction Policy	The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation.	http://www.hecprojects.in/invest ors/
Whistle Blower Policy	The Company has adopted the Vigil Mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, or violation of the Companies code of conduct and ethics.	www.hecprojects.in/files/vigilmec hanism.pdf

27. Corporate Governance and Management Discussion and Analysis Report:

In terms of the provisions Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report and management Discussion and Analysis is presented as a Separate section forming integral part of Annual Report.

28. Auditor''s Certificate of corporate Governance:

As required by SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Auditor''s certificate on corporate Governance is enclosed as ANNEXURE-V to the Board''s Report. The Compliance certificate for the year 2015-16 does not contain any qualification, Reservation or adverse remark.

29. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman. All employees (permanent, contractual, temporary, trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2015-16 and hence no complaint is outstanding as on 31.03.2016 for redressal.

30. Acknowledgements:

We take this Opportunity to thank our Customers, Vendors, Investors, Bankers and Government Agencies & Regulators, Suppliers & Customers, Shareholders, National Stock Exchange, Merchant Bankers and all the Business Associates for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support and look forward to their continued support in the future.

By order of the Board of Directors

For, HEC INFRA PROJECTS LIMITED

Place : Ahmedabad Gaurang Shah

Date : 29/08/2016 ( Chairman Cum Managing Director)

By order of the Board of Directors

For, HEC INFRA PROJECTS LIMITED

Rupal Shah

( Director)

---

Mar 31, 2015

To,

The Members of

HEC INFRA PROJECTS LIMITED

Ahmedabad

The Directors hereby present the 10^th Annual Report together with Audited Statement of Accounts for the year ended on 31st March'' 2015 which they trust, will meet with your approval.

1. FINANCIAL RESULTS AND APPROPRIATIONS :	Year Ended	Year Ended
	31 .03.2015	3 1 .03.2014
	(Rs. in Lacs)	(Rs. in Lacs)
Operational Income	12501.40	6046.11
Other Income	63.29	49.61
Profit before Interest , Depreciation & Taxes	12564.69	6095.72
Less :
Finance Cost	287.09	278.77
Depreciation	37.20	17.68
Profit Before T ax	368.99	160.63
Current Tax Provision	125.00	50.00
Deferred Tax Provision	-5.45	9.40
Taxation of Earlier Years	2.28	0.15
Net Profit After Tax	247.15	101.08
Balance Profit for the year available for appropriation	247.15	101.08
Less. (1.) Proposed Dividend on Equity Shares	(14.89)	(6.98)
(2.) Prov. for Tax on Dividend on Equity Shares	(3.03)	(1.17)
( 3 ) Proposed Dividend for Preference Shares	0	(0.93)
( 4 ) Prov. For Tax on Dividend for Preference Shares	0	(0.16)
	(17.92)	(9.24)
Less: Transferred to General Reserve	(10.00)	(10.00)
Balance carried to Balance Sheet	219.23	81.84

2. OPERATIONS:

The total sales and other income during the year have been Rs. 12564.69 Lacs compared to Rs. 6095.72 Lacs in the previous year. The CompanyRs.s Net Profit after interest, depreciation, prior period adjustments & taxes are Rs. 247.15 Lacs (P.Y. Rs. 101.08 Lacs).

3. DIVIDEND:

Your Directors are pleased to recommend a dividend of Re 1.00 per share equivalent to 10 % (ten percent) on the paid up share capital of the Company for the year ended 31.03.2015 (previous year Re 1.00 per share) to the Equity Shareholders. The dividend will be paid when declared by the shareholders in accordance with the law. The dividend will be free of tax in the hands of the shareholders, subject to the provision of Income Tax Act, 1961, as amended from time to time. However, the Company will have to pay dividend distribution tax as prescribed under the Income Tax Act, 1961.

4. Disclosure under Rule 5 of Companies ( Accounts ) Rules, 2014 : Change in Nature of Company Business :

The Company is engaged in electro mechanical infrastructure projects. During the year there is no change in the nature of Company''s Business.

Details of Directors / Key Managerial Personnel Appointed / Resigned :

During the year under the review, Mr. Yogesh Popatlal Shah was appointed as Additional Director of the Company. During the year under the review Mr. Aniruddhasnh Harendrasinh Gohil was appointed as Additional Director.

In terms of provision of Section 152 ( 6 ) of the Companies Act, 2013 Mr. Gaurang Shah and Mrs. Rupal Gaurang Shah, retires by rotation and being eligible offers themselves for reappointment.

During the year under the review, no Directors have resigned. During the year under the review, Mrs. Ekta Rajpurohit was appointed as a Company Secretary and she has resigned during the year itself.

Details of Holding / Subsidary Companies / Joint Ventures / Associate Companies :

During the year under review, there was no holding / Subsidary Company / Joint Ventures / Associate Companies were there.

Deposit :

The Company has not invited any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013 and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 ( 5 ) ( v ) and ( vi ) of Companies ( Accounts ) Rules, 2014.

Details of Significant and Material Orders passed by Regulators or Courts or Tribunals :

During the year under review there were no significant and material orders passed by any Regulators or Court or Tribunals which may have impact on the going concern status. No order has been passed by any Regulators or Court or Tribunals which may have impact on the Company''s operation in future.

Internal Financial Controls :

The Company has appoint an internal auditor for an adequate internal financial controls to support the preparation of the financial statements.

5. INSURANCE:

The properties of the Company stand adequately insured against risks of fire, strike, riot, earthquake, explosion and malicious damage.

6. DIRECTOR''S RESPONSIBILITY STATEMENT:

As required under the provisions of Section 134 of the Act, your Directors report that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profits of the Company for that period.

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) The Directors have prepared the annual accounts on a going concern basis.

(e) The Directors have laid down internal financial controls as required by Explanation to Section 134(5)(e) of the Act) to be followed by the Company and such internal financial controls are adequate and are operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of applicable laws and such systems are adequate and operating effectively.

7. PARTICULARS OF EMPLOYEES:

There was no employee drawing remuneration requiring disclosure under the Rule 5 ( 2 ) of Companies ( Appointment and Remuneration of Managerial Personnel ) Rules, 2014.

8. CONVERSION :

During the year under the review, your Company has converted from Private Limited to the Limited.

9. AUDITORS AND AUDITORS REPORT :

The Auditors M/s. Raj P. Shah & Associates, Chartered Accountants, Ahmedabad hold office until the conclusion of the ensuing Annual General Meeting and have expressed their willingness to be reappointed. The Company has received a letter from a member of the Company proposing the name of M/s. Raj P. Shah & Associates, Chartered Accountants as a Statutory Auditor of the Company. In accordance with the provision of Section 139 of the Companies Act, 2013 M/s. Raj P. Shah & Co., shall hold office up to the annual general meeting for the year 2020, subject to ratification by the members at each annual general meeting on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.

The Company has received a certificate from the Auditors to the effect that their appointment if made, would be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013

The Notes on Financial Statements referred to in the Auditor’s Report are Self-explanatory and do not call for any further comments.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company is engaged in in providing service activity. The Company is not engaged in any manufacturing activity and hence the particulars required to be reported for the conservation of energy, technology absorption are either nil or not applicable. There is no foreign exchange earnings and outgo during the year under review.

11. DEMATERIALISATION OF SHARES:

The ISIN for the equity shares is INE558R01013. As on 31^st March, 2015 total 1488832 equity shares of the Company have been dematerialized. 100% shares of the company are in demat form.

12. LISTING AND CORPORATE GOVERNANCE:

During the year under the review, your Company has been Listed on the Emerge Platform of National Stock Exchange of India Limited. Your Company has been listed with effect from 9^th January, 2015.

13. Related Party Transactions

All related party transactions that were entered into during the year under report were on an arm’s length basis and in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year. No advance is / was paid for entering into related party transactions. The prices paid to the related party transactions are based on the ruling market rate at the relevant point of time. The requisite details in form AOC - 2 is attached herewith as Annexure - I which forms part of the Directors Report. Related Party Transactions Policy is available on the website of the Company at www.hecproject.com.

14. Particulars of Loans / Guarantees / Investment :

The Company has not given any loan / guarantee or provided any Security or made any investment to any person (except those required for business purpose).

15. Risk Management Policy

The Company has a structured risk management policy. The Risk management process is designed to safeguard the organization from various risks through adequate and timely actions. It is designed to anticipate, evaluate and mitigate risks in order to minimize its impact on the business. The potential risks are inventoried and integrated with the management process such that they receive the necessary consideration during decision making. It is dealt with in greater details in the management discussion and analysis section. The Risk Management Policy is also available on the Company''s website at www.hecproject.com

16. Declaration by Independent Directors :

The following Directors are independent in terms of Section 149(6) of the Act and Clause 42 of the Listing Agreement:

( a ) Shri Yogesh P. Shah

( b ) Shri Aniruddhasnh Harendrasinh Gohil

The Company has received requisite declarations/ confirmations from all the above Directors confirming their independence.

17. Extract of the Annual Return

Pursuant to provision of Section 92 and 134 and other applicable provision of the Companies Act, 2013 and of Rule 12 ( 1 ) of Companies ( Management and Administration ) Rules, 2014 the extract of the annual return in form MGT 9 for the Financial Year ended on 31st March, 2015 is annexed as Annexure II to this Report.

18. Number of Board Meetings

During the year the Board of Directors met 14 times. The details of the Board Meetings are provided in the Corporate Governance Report.

19. Corporate Social Responsibility :

The Company is not covered under the criteria of the provision of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, and therefore it is not mandatory for the Company to have the Corporate Social Responsibility.

20. Disclosure under the Sexual Harassment of Women at Workplace ( Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace ( Prevention, Prohibition and Redressal ) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman. All employees ( permanent, contractual, temporary , trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redressal.

21. SECRETARIAL AUDIT REPORT :

Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year ended 31st March, 2015 given by M/s. Jalan Alkesh & Associates, Practicing Company Secretary is annexed as Annexure III to this Report. The observations are self explanatory.

22. ANNUAL PERFORMANCE EVALUATION :

In compliance with the provisions of the Act and Clause 42 of the Listing Agreement, the performance evaluation was carried out as under:

Board :

In accordance with the criteria suggested by The Nomination and Remuneration Committee, the Board of Directors evaluated the performance of the Board, having regard to various criteria such as Board composition, Board processes, Board dynamics etc. The Independent Directors, at their separate meetings, also evaluated the performance of the Board as a whole based on various criteria. The Board and the Independent Directors were of the unanimous view that performance of the Board of Directors as a whole was satisfactory.

Committees of the Board :

The performance of the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee and the Stakeholders Relationship Committee was evaluated by the Board having regard to various criteria such as committee composition, committee, processes, committee dynamics etc. The Board was of the unanimous view that all the committees were performing their functions satisfactorily and according to the mandate prescribed by the Board under the regulatory requirements including the provisions of the Act, the Rules framed there under and the Listing Agreement.

Individual Directors :

(a) Independent Directors: In accordance with the criteria suggested by The Nomination and Remuneration Committee, the performance of each independent director was evaluated by the entire Board of Directors (excluding the director being evaluated) on various parameters like engagement, leadership, analysis, decision making, communication, governance and interest of stakeholders. The Board was of the unanimous view that each independent director was a reputed professional and brought his/her rich experience to the deliberations of the Board. The Board also appreciated the contribution made by all the independent directors in guiding the management in achieving higher growth and concluded that continuance of each independent director on the Board will be in the interest of the Company.

(b) Non-Independent Directors: The performance of each of the non-independent directors (including the chair person) was evaluated by the Independent Directors at their separate meeting. Further, their performance was also evaluated by the Board of Directors. The various criteria considered for the purpose of evaluation included leadership, engagement, transparency, analysis, decision making, functional knowledge, governance and interest of stakeholders. The Independent Directors and the Board were of the unanimous view that each of the non-independent directors was providing good business and people leadership

23. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The requisite details as required by Section 134(3)(e), Section 178(3) & (4) and Clause 49 of the Listing Agreement is attached herewith and forms part of the Directors Report.

The details in respect Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure IV of the Report.

The details of the remuneration policy of the Company as required in terms of the Clause 42 of the Listing agreement is provided in Annexure V of the Report.

24. SECRETARIAL STANDARDS:

Pursuant to provision of Section 110 of the Companies Act, 2013 mandatory compliance of Secretarial Standards were not notified during the year.

25. MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments, if any, affecting the financial position of the Company subsequent to the date of the Balance sheet and up to the date of the report.

26. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT :

Pursuant to Clause 42 of the listing agreement, the Corporate Governance Report and management discussion and analysis report forms part of the Directors Report which are attached herewith as annexure VI and VII respectively.

27. APPRECIATION:

Your Directors acknowledge the continued support and cooperation received from the Central Government, Shareholders, Banks and other Lenders, suppliers and Dealers.

The Board also wishes to record its sincere appreciation of the total commitment, dedication and hard work, put in by every member of Group.

By order of the Board of Directors

For, HEC INFRA PROJECTS LIMITED

Place : Ahmedabad Gaurang Shah

Date : 07/09/2015 ( Director)

By order of the Board of Directors

For, HEC INFRA PROJECTS LIMITED

Rupal Shah

( Director)

---

Mar 31, 2014

The Directors have pleasure in presenting the ninth Annual Report of the Company together with audited Balance Sheet and Profit & Loss Account for the period ended 31.3.2014.

Working:

The Company has achieved targeted Results and your Directors are very hopeful that the performance of the Company will improve further in the coming years considering the order position and the developments around the globe and the expertise the Company in carrying out the work. Projects of more than worth Rs. 60 crore has been under pipeline and will be completed in the fiscal year 2014-15 further in reference to the vision of the new central government, company expect a big push in the development of basic infrastructure of the country like water & sanitation project, metro rail project, DMIC projects etc will help company to grow further in the future. Company is likely to get a order more than worth for Rs. 30 crore from Ahmedabad Municipal Corporation for the automation of WPS & STP stations as a first stage of smart city project of Ahmedabad city. Company see a great opportunity for the growth of company in the next 10 year.

Brief financial figures are as under.

	2013-14	2012-13
Sales	604611125	597138148
Profit before Depreciation, exceptional and Extraordinary items and tax	17832354	16767157
Depreciation	1768660	1781949
Profit before exceptional and Extraordinary items and tax	16063694	14985208
Exceptional items depreciation written back	0	0
Profit on sale of assets	0	(9000)
Profit before extraordinary items and tax	16063694	14994208
Extra ordinary items	0	0
Profit before tax	16063694	14994208
Provision for taxation Current tax	5000000	4500000
Deferred tax	939892	(237908)
Taxation in respect of the earlier years(Written back)	15023	284046
Net profit	10108779	10448070

Bonus share & Dividend

During the year under review the company has issued , 697666 equity shares as bonus shares to the existing equity shareholders. The board of directors of your company has recommended a dividend of 10 % on prorate basis to both equity & preference shares subject to Income Tax for the year ended March 2014. ’

Employees

The Company has no employee who is covered Under Section 217(2A) of the Companies Act, 1956.

Auditors

Raj P. Shah & Co., Chartered Accountants, the present auditors are eligible for reappointment.

The Company has not entered in to any dealings in Foreign Exchange.

Directors appreciate the efforts put in by the employees of the Company for their whole- hearted co-operation.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In compliance of Section 217(2AA) of the Companies Act, 1956 the Directors of the Company confirm:

a) that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

b) that such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the PROFIT of the Company for the year ended on that date;

c) that proper and sufficient care has 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;

d) that the annual accounts have been prepared on a going concern basis.

For and on behalf Board.

Place: Ahmedabad (MR. GAURANG P. SHAH )

Date : 05.09.2014 CHAIRMAN

---

Mar 31, 2013

The Directors have Pleasure in presenting the Eighth Annual Report of the Company together with audited Balance Sheet and Profit & Loss Account for the period ended 31.3.2013.

Operations & outlook

The Company has achieved targeted Results in spite of high competition and the recession The high input costs resulted in narrowing the margins. It is hoped that with the continued efforts in exploring new markets in the established markets, the growth will be sustained during the coming years The turnover was satisfactory during the year.

Brief financial figures are as under.

	2012-13	2011-12
Sales	597138148	572922002
Profit before Depreciation, exceptional and Extraordinary items and tax	16767157	14138844
Depreciation	1781949	1611185
Profit before exceptional and Extraordinary items and tax	14985208	12527659
Exceptional items Depreciation written back	0	(5042201)
Profit on sale of assets.	(9000)	0
Profit before extraordinary items and tax	14994208	17569860
Extraordinary items	0	120285
Profit before tax	14994208	17449575
Provision for Taxation Current tax Deferred Tax Taxation in respect of the earlier years/(Written back)	4500000 (237908) 284046	3750000 2400359
Net Profit	104480/0	11299216

Dividend

Your Directors recommend dividend of 10 % on Equity shares & Pref. shares of Rs. 10 each subject to Income Tax for the year ended March, 2013.

Employees

The Company has no employee who is covered Under Section 217(2A) of the Companies Act, 1956.

Auditors

Raj P. Shah & Co., Chartered Accountants, the present auditors are eligible for reappointment.

The Company has not entered in to any dealings in Foreign Exchange.

Directors appreciate the efforts put in by the employees of the Company for their whole-hearted co-operation.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In compliance of Section 217(2AA) of the Companies Act, 1956 the Directors of the Company confirm:

a) that the applicable accounting standards have been followed in the preparation of final accounts and that there are no material departures;

b) that such accounting policies have been selected and applied consistently and such judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2013 and of the PROFIT of the Company for the year ended on that date;

c) that proper and sufficient care has 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;

d) that the annual accounts have been prepared on a going concern basis.

For and on behalf of Board.

Place: Ahmedabad (MR. GAURANG P.SHAH )

Date : 06.09.2013 CHAIRMAN