Home  »  Company  »  Niraj Cement Structu  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Niraj Cement Structurals Ltd.

Mar 31, 2016

To

The Members,

The Directors are pleased to present the 18th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2016 and on the state of affairs of the company.

FINANCIAL SUMMARY HIGHLIGHTS The highlights of the performance

(Amount in Rupees)

Particulars

For the period ended

31.03.2016

For the period ended

31.03.2015

TOTAL INCOME

Contract Receipts

1060342459

840623040

Other Income

11528473

5121334

Total

1071870932

845744374

TOTAL EXPENDITURE

Works Cost

1034792301

676523427

Operations and Other Exp.

11397093

141923870

Depreciation

15699742

18033920

PROFIT/ (LOSS)

9981796

9263157

Tax

Current Tax

-3700000

00

Deferred Tax Assets/(Liabilities)

317991

244501

Bal. B/f. Prior period Adj.

BALANCE CARRIED TO BALANCE SHEET

6599787

9507658

PERFORMANCE REVIEW:

During the year under review Income from Operations increased to 1060342459 Rupees from 840623040 Rupees in previous year.

The Net Profit after charging interest, depreciation and deferred tax liability stood at Rs. 6599787 Rupees.

The Company is in Infrastructure business of Construction of highways, expressways, turnkey projects roads, bridges, tunnels etc. of the Company however your Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased turnover in the years to come.

DIVIDEND

Your Directors do not recommend any dividend for the year under consideration due to insufficient profit.

TRANSFER TO RESERVES

Your Directors recommend, transferring of Rs. 6599787 Rupees to general reserve for the financial year 2015-16.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2016 was 107928000 Rupees. During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options nor any sweat equity.

Except Mr. Gulshan Kumar Chopra, Managing Director of the Company who holds 19, 40,946 Equity Shares in the Company and Mr. Vijaykumar Rajkumar Chopra, Whole Time Director (Passed away on 5th of November, 2015) of the company who had 6,86,551 Equity Shares in the Company none of the other Directors or Key Managerial Personnel of the Company hold shares in the Company.

FINANCE

Cash and cash equivalent as on March 31, 2016 was 66437283 Rupees. The company continues to focus on judicious Management of its working capital; Receivables, inventories and other working capital parameters are kept under strict checked by continuing monitoring.

DEPOSITS

The Company has not accepted any deposits during the year which would be covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as amended time to time.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Your Company has not given any loans or guarantees or made investment beyond the limits mentioned under the provisions of Section 186 of the Companies Act, 2013. The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions (Annexure- A). The Company has formulated a Related Party Transactions Policy brief of which is given in corporate governance report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company hence Corporate Social Responsibility (CSR) Committee is not constituted and no amount is paid on CSR activities.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

Information on the operational and financial performance, among others, is given in the Management Discussion and Analysis which is annexed to this report and is in accordance with the listing regulations Agreement.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

The Company''s Internal Auditor''s submit quarterly reports which are placed before the Audit Committee. Based on the report, significant audit observations and corrective actions thereon are presented to the Board.

RISK MANAGEMENT

Pursuant to Section 134 (3) (n) of the Companies Act, 2013, company has the Risk Management Plan. The details of risk have been covered in the Management Discussion and Analysis Report forming part of the Boards report.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

As per the provisions of Section 177(9) of the Companies Act, 2013 (''Act''), and listing regulation the Company is required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns.

The Company has a Whistle Blower Policy to deal with the instances of fraud and mismanagement. The brief of the policy are explained in the Corporate Governance Report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no cases reported during the year ended March 31, 2016 under this policy.

SUBSIDIARIES AND ASSOCIATES

The Company has no subsidiary, associates and Joint Venture company. Hence, the consolidated financial results are not prepared for the year ended 31st March, 2016.

Disclosure pursuant to Section 197 (14) of Companies Act 2013 is not applicable to the Company.

DIRECTORS

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Gulshan Vijaykumar Chopra, Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment. The profile of the Director seeking re-appointment pursuant to the Listing Regulation and Companies Act, 2013 is included in the notice which forms part of this Annual Report.

APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Ratan Krishan Chopra was appointed as an Additional Director of the Company with effect from 12.02.2016, and holds office up to the date of ensuing Annual General Meeting of the company eligible for appointment, and in respect of whom the Company has received a notice in writing from a member under the provisions of section 160 of the companies Act, 2013, proposing his candidature for the office of a Director liable to retire by rotation. The members are requested to approve his appointment in ensuing annual general meeting.

Mr. Ratan Krishan Chopra, has been appointed as whole-time director for a period of five years commencing from 22nd of August, 2016.The members are requested to approve his appointment in the ensuing annual general meeting.

Mr. Soni Radhey Agarwal was appointed as Chief Financial Officer of the company with effect from 1st of April, 2015.

RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

On 5th November, 2015 we at Niraj Cement Structurals Limited were saddened loss Mr. Vijay Kumar Chopra, whole time director of Niraj Cement Structurals Limited.

Mrs. Sonali Ghule, Company Secretary resigned with effect from 2nd of July, 2015.

Other than this no Director or Key Managerial Personnel has resigned during the year under consideration.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received Declarations of Independence as stipulated under Section 149 of the Companies Act, 2013 from Independent Directors confirming that he/she is not disqualified from appointing/continuing as Independent Director.

BOARD MEETINGS

During the year ended March 31, 2016, the Board met nine times and the gap between two Board Meetings did not exceed 120 days. Details of the Board Meeting are given in the Corporate Governance Report.

BOARD''S EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations the Board carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee. A meeting of the Independent Directors was held during the year under review.

TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

Every new Independent Director of the Board is familiarized by the Executive Directors/ Senior Managerial Personnel about the Company''s strategy, operations, organization structure, human resources, quality, and finance and risk management.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements and during the year, no reportable material weaknesses in the design or operation were observed.

AUDIT COMMITTEE

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report. All the recommendations made by the Audit Committee were accepted by the Board.

COMPANY''S REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee and pursuant to Listing Regulations and Section 178 of the Companies Act, 2013, framed a policy for selection and appointment of Directors, Key Managerial Personnel and fixing their remuneration. The brief description of Nomination and Remuneration Policy is provided in the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management, and after due enquiry, it is hereby confirmed that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. The Directors had in consultation with Statutory Auditor, selected 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 as at March 31, 2016 and of the profit of the Company for the year ended on that date;

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The directors have prepared the annual accounts on a "going concern" basis;

v. The directors have laid down internal financial controls, which are adequate and operating effectively;

vi. The directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

STATUTORY AUDITORS

The Members at the 16th Annual General Meeting approved the appointment of Mr. Ajay B. Garg, Chartered Accountant (Membership No. 032538), as Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 to hold office for a period of three years from the conclusion of 16th Annual General Meeting till the conclusion of the 19th Annual General Meeting.

Mr. Ajay B. Garg, Chartered Accountant has confirmed that they eligible to act as Auditors of the Company under Section 141 of the Companies Act, 2013 and the Rules framed there under. As required by the Companies Act,

2013, the Members are requested to ratify their appointment as Statutory Auditors for the financial year 2016-17.

DISCLOSURE UNDER SECTION 134(3) (ca) READ WITH SECTION 143(12) OF THE COMPANIES ACT, 2013

The disqualifications by Statutory Auditors of the Company are mentioned in the Auditor''s Report during financial year under review and self explanatory.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed CS Ruchi Vijayvergiya, Practicing Company Secretaries (ACS:22614/COP: 11450) to undertake the Secretarial Audit of the Company. The Secretarial

Audit Report for the financial year 2015-16 forms part as "Annexure- C" to this Report.

STATUTORY AND SECRETARIAL AUDITOR OBSERVATION

Though the auditor has qualified that the company has defaulted on the bank and other dues, this was mainly due to the downturn in the economy for last 2 to 3 years. Company has also defaulted in repayment of its Public Deposits and Inter Corporate Deposit on maturity and payment of Interest thereon. The company had suffered losses and could not bag any new projects, but for the last one year the economy is looking up and we have made profits in this financial year and have bagged new projects also. The management is confident with this revival we will be able to turn around and meet our obligation regularly and pay off all the dues in the coming years. Further with regard to Secretarial auditor''s report company has not proper compliances in place and as per Auditor''s observation, company secretary of the company resigned with effect from 2nd of July, 2015 and there was no any person to deal with filing of various e-forms and documents with regulators all remarks by secretarial auditor mentioned in report itself which is part of this report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed hereto and forms part of this Report. (Annexure- D)

CORPORATE GOVERNANCE

Pursuant to the Listing Regulations, a Report on Corporate Governance and a certificate obtained from the Statutory Auditors confirming compliance is forming part of this Board Report.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as "Annexure-E".

PARTICULARS OF EMPLOYEES

The disclosures required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are provided "Annexure- F" to this report.

PERSONNEL

The relation between the employees'' and the management of your Company continue to be cordial.

ACKNOWLEDGEMENT

Your Directors wish to place on record the appreciation of the dedicated efforts by the employees at all levels. The

Directors also wish to place on record their word of sincere appreciation to the bankers and financial institutions, the investors, the vendors, the customers and all other business associates for their continued support.

By Order of the Board of Directors

For NIRAJ CEMENT STRUCTURALS LIMITED

Place: Mumbai

Date: August 22, 2016.

s/d s/d

Ratan Krishan Chopra Gulshan Vijaykumar Chopra

Additional Director Managing Director


Mar 31, 2015

Dear Members,

The Directors are pleased to present the 17th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31,2015 and on the state of affairs of the Company.

FINANCIAL SUMMARY HIGHLIGHTS

The highlights of the performance

(Rs. in Lacs)

Particulars For the period For the period ended ended 31.03.2015 31.03.2014

TOTAL INCOME

Contract Receipts 8406.23 4751.80

Other Income 51.21 306.01

Total 8457.44 5057.81

TOTAL EXPENDITURE

Works Cost 6765.23 4322.22

Operations and Other Exp. 8184.47 1060.51

Depreciation 180.34 205.46

PROFIT/ (LOSS) 92.63 (530.38)

Provision for Tax 2.45 11.76

Bal. B/f. Prior period Adj.

BALANCE CARRIED TO BALANCE SHEET 95.08 (542.14)

PERFORMANCE REVIEW:

During the year under review Income from Operations increased to Rs. 8406.23 lacs from Rs. 4751.80 lacs in previous year. The Net Profit after charging interest, depreciation and deferred tax liability stood at Rs. 95.08 lacs

The Company is in Infrastructure business of Construction of highways, expressways, turnkey projects roads, bridges, tunnels etc. During the year under review, non-availability of raw material, increasing raw material costs, high bank interest rates adversely affected the Working Capital Operations of the Company however your Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased turnover in the years to come.

DIVIDEND

Your Directors do not recommend any dividend for the year under consideration due to absence of profits.

TRANSFER TO RESERVES

Your Directors recommend,transferring of Rs. 95.08 lacs to special reserve for the financial year 2014-15.

SHARE CAPITAL

The paid up Equity Share Capital as on March 31,2015 was Rs. 1079.28 lacs. During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options nor any sweat equity.

Except Mr. Vijay Kumar Chopra, Managing Director of the Company who holds 6,86,551 Equity Shares in the Company and Gulshan Chopra, Whole Time Director of the Company who holds 19,40,946 Equity Shares in the Company, none of the other Directors or Key Managerial Personnel of the Company hold shares in the Company.

FINANCE

Cash and cash equivalent as on March 31, 2015 was ' 596.29 lacs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters are kept under strict check by continuous monitoring.

DEPOSITS

The Company has not accepted any deposits which would be covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY

All related party transactions entered by the Company during the financial year were on an arm's length basis and were carried out in the ordinary course of business. There are no materially significant related party transactions made by the Company during the year under consideration with the Promoters, Directors or Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. All the related party transactions as required under Accounting Standard - 18 are reported in the Notes to the financial statements.

All related party transactions are placed before the Audit Committee and also before the Board for its approval. Prior approval of the Audit Committee is obtained on an annual basis specifying the upper ceiling as to the amount for transactions which are of a repetitive nature. The transactions entered into pursuant to the prior approval so granted are placed before the Audit Committee and the Board of Directors on a quarterly basis.

In accordance with the provisions of Clause 49 of the Listing Agreement, the Company has formulated a Related Party Transactions Policy. The particulars as required under the Companies Act, 2013 are furnished in Form AOC - 2 which is annexed as "Annexure A" to this report.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company hence Corporate Social Responsibility (CSR) Committee is not constituted and no amount is paid on CSR activities.

INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY

Information on the operational and financial performance, among others, are given in the Management Discussion and Analysis which is annexed to this report and is in accordance with Clause 49 of the Listing Agreement.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an internal control system, commensurate with the size of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

The Company's Internal Auditor's submit quarterly reports which are placed before the Audit Committee. Based on the report, significant audit observations and corrective actions thereon are presented to the Board.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the Risk Management Policy for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its efficiency.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

The Company has a Whistle Blower Policy to deal with the instances of fraud and mismanagement. The details of the policy is explained in the Corporate Governance Report. The Vigil Mechanism is overseen by the Audit Committee.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary ,trainees) are covered under this policy. There were no cases reported during the year ended March 31,2015 under this policy.

SUBSIDIARIES AND ASSOCIATES

The Company has no subsidiary. Hence, the consolidated financial results are not prepared for the year ended 31st March, 2015.

Disclosure pursuant to Section 197 (14) of Companies Act 2013 is not applicable to the Company.

DIRECTORS

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Vijay Kumar Chopra, Managing Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment. The profile of the Director seeking re-appointment pursuant to the Listing Agreement and Companies Act, 2013 is included in the notice which forms part of this Annual Report.

APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Mrs.Vibha Ramesh Luharuka was appointed as an Additional Independent Woman Director of the Company on April 1, 2015 and Mr. Soni Radhey Agarwal was appointed as the Chief Financial Officer of the Company w.e.f. April 1,2015.

RESIGNATION OF KEY MANAGERIAL PERSONNEL (KMP)

Ms. Sonali Ghule resigned as Company Secretary of the Company w.e.f. July 02, 2015.

Other than this,no Director or Key Managerial Personnel has resigned during the year under consideration.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have furnished the declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement, which forms part of this Annual Report.

BOARD MEETINGS

During the year ended March 31,2015, the Board met six times and the gap between two Board Meetings did not exceed 120 days. Details of the Board Meeting are given in the Corporate Governance Report.

BOARD'S EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has framed an Evaluation Policy for evaluating the performance of the Board, Chairman, Managing Director, Executive Directors, Independent Directors, Non - Executive Directors and its Committees. Based on the same, the Board carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, CSR Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report. A meeting of the Independent Directors was held during the year under review.

The Policy inter alia provides the criteria for performance evaluation such as Board effectiveness, quality of discussion, contribution at the meetings, business acumen, strategic thinking, corporate governance practices, contribution of the Committees to the Board in discharging its functions, etc.

TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS

Every new Independent Director of the Board is familiarised by the Executive Directors/ Senior Managerial Personnel about the Company's strategy, operations, organisation structure, human resources, quality, finance and risk management.

Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.

COMPANY'S REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee and pursuant to Clause 49 of the Listing Agreement and Section 178 of the Companies Act, 2013, framed a policy for selection and appointment of Directors, Key Managerial Personnel and fixing their remuneration. The Remuneration Policy is provided in the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013,your Directors, based on the representations received from the Operating Management, and after due enquiry, it is hereby confirmed that:

i. In the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;

ii. The Directors had in consultation with Statutory Auditors,selected 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 as at March 31,2015 and of the profit of the Company for the year ended on that date;

iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The directors have prepared the annual accounts on a "going concern" basis;

v. The directors have laid down internal financial controls, which are adequate and operating effectively;

vi. The directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

STATUTORY AUDITORS

The Members at the 16th Annual General Meeting approved the appointment of Mr. Ajay Garg, Chartered Accountants(Firm Registration No. 032538), as Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 to hold office for a period of three years from the conclusion of 16th Annual General Meeting till the conclusion of the 19th Annual General Meeting.

Mr. Ajay Garg, Chartered Accountants have confirmed that they continue to be eligible to act as Auditors of the Company under Section 141 of the Companies Act, 2013 and the Rules framed thereunder. As required by the Companies Act, 2013, the Members are requested to ratify their appointment as Statutory Auditors for the financial year 2015-16.

DISCLOSURE UNDER SECTION 134(3)(ca) READ WITH SECTION 143(12) OF THE COMPANIES ACT, 2013

The disqualifications by Statutory Auditors of the Company are mentioned in the Auditor's Report during financial year under review.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed CS Samita Tanksale, Practicing Company Secretaries (ACS:26044/COP: 10763) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2014-15 forms part as "Annexure B" to this Report.

STATUTORY AND SECRETARIAL AUDITOR OBSERVATION

Though the auditor has qualified that the company has defaulted on the bank and other dues, this was mainly due to the downturn in the economy for las 2 to 3 years. The company had suffered losses and could not bag any new projects, but for the last one year the economy is looking up and we have made profits in this financial year and have bagged new projects also. The management is confident with this revival we will be able to turn around and meet our obligation regularly and pay off all the dues in the coming years. There are no adverse remarks or observation by Statutory Auditors of the Company, further with regard to Secretarial Auditor's observation,e-filing for Satisfaction of two charges with Registrar of Companies is pending and also efiling of Form DPT-4 for statement regarding deposit is pending.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed hereto and forms part of this Report.

CORPORATE GOVERNANCE

In compliance with the provisions of Clause 49 of the Listing Agreement, the Corporate Governance Report is annexed and forms part of the Annual Report. The report is duly certified by the Statutory Auditors of the Company.

EXTRACT OF THE ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as "Annexure C".

PARTICULARS OF EMPLOYEES

The disclosures required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is provided "Annexure D" to this report.

Further disclosure under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is not applicable to the Company.

PERSONNEL

The relation between the employees' and the management of your Company continue to be cordial.

ACKNOWLEDGEMENT

Your Directors wish to place on record the appreciation of the dedicated efforts by the employees at all levels. The Directors also wish to place on record their word of sincere appreciation to the bankers and financial institutions, the investors, the vendors, the customers and all other business associates for their continued support.

By Order of the Board of Directors For NIRAJ CEMENT STRUCTURALS LIMITED

Place: Mumbai V. K. Chopra Date: August 21,2015. Chairman & Managing Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting this 16th Annual Report of your Company together with the Audited Accounts for the year ended 31st March, 2014. The comparative figures of the financial results of the Company for the year under review vis-a-vis those of the last year given below:

FINANCIAL RESULTS : (Rs. in Lacs)

Particulars For the period ended For the period ended 31.03.2014 31.03.2013

TOTAL INCOME

Contract Receipts 4751.80 11131.08

Other Income 306.01 548.74

Contract Receipts - JV

Total 5057.81 11679.82

TOTAL EXPENDITURE

Works Cost 4322.22 9322.23

Operations and Other Exp. 1060.51 2702.48

Depreciation 205.46 212.30

PROFIT/ (LOSS) (530.38) (557.20)

Provision for Tax 11.76 9.54

Bal.B/f.Prior period Adj.

Balance Carried to Balance Sheet (542.14) (566.73)

PERFORMANCE REVIEW:

During the year under review Income from Operations decreased to Rs. 4751.80 lacs from Rs. 11131.08 lacs in previous year. The Net Loss after charging interest, depreciation and deferred tax liability stood at Rs. 542.14 lacs.

The Company is in Infrastructure business of Construction of highways, expressways, turnkey projects roads, bridges, tunnels etc. During the year under review, non-availability of raw material, increasing raw material costs, high bank interest rates adversely affected the Working Capital Operations of the Company however your Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased turnover in the years to come.

DIVIDEND :

Your Directors do not recommend any Dividend for the year under consideration due to absence of profits.

SUBSIDIARY COMPANY :

The Company has no subsidiary. Hence, the consolidated financial results are not prepared for the year ended 31st March, 2014.

FIXED DEPOSITS:

The Company has not accepted any fixed deposit during the year 2013-2014 and no amount on account of principal or interests on Fixed Deposits was outstanding as on the date of Balance Sheet.

INSURANCE:

All the properties and insurable interest of the Company, including the buildings, plant and machineries and stocks have been adequately insured.

DIRECTORS :

Mr. Gulshan V. Chopra retires by rotation at the ensuing Annual General Meeting and is eligible for re-appointment which your Board recommends. Independent Directors In order to give effect to the applicable provisions of sections 149 & 152 of the Companies Act, 2013, it is proposed that the following directors be appointed as Independent Directors, to hold office for five consecutive years, for a term upto 31st March, 2019.

* Mr. Akash H. Madan

* Mr. G. R. Kamath

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under the applicable provisions of section 149 of the Act and under Clause 49 of the Listing Agreement with the Stock Exchanges.

AUDITORS :

Mr. Ajay B. Garg, Chartered Accountants, Auditors of the Company, hold office until conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. In accordance with the provisions of section 139, 142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint them as the Auditors of the Company for a period of three consecutive years commencing from the conclusion of this Annual General Meeting, until the conclusion of the 19th Annual General Meeting of the Company and they are not disqualified for such reap-pointment within the meaning of the said Act.

AUDITORS OBSERVATIONS :

The observations made by the Auditors in their report has been clarified in the relevant notes forming part of the accounts, which are self explanatory and need no further elaboration.

CORPORATE GOVERNANCE & MANAGEMENT''S DISCUSSIONS AND ANALYSIS & CORPORATE SOCIAL RESPON-SIBILITY:

Your Company has complied with all the mandatory requirements of Corporate Governance Norms as mandated by Clause 49 of the Listing Agreement with Stock Exchanges. A Separate Report on Corporate Governance and Management Discussion and Analysis Report is annexed to this Annual Report.

The requisite certificate from Auditor of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49, is annexed hereto as Annexure II and forms part of this report. Further your Company is not coming under the purview of Corporate Social Responsibility as mentioned in section 135 of Companies Act, 2013.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Additional Information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto and forms part of this Report.

PARTICULARS OF EMPLOYEES :

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 forms a part of this report and will be sent on demand to the shareholders. Any shareholder interested in obtaining a copy of the said statement may write to the Company Secretary.

INDUSTRIAL RELATIONS:

The relations between the employees and the Management have remained cordial.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state that:-

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed alongwith proper explanation relating to material departures in the Financial Statements.

(b) The Directors 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 for the Financial Year ended 31st March, 2014; and of the profit or loss of the Company for that period.

(c) 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.

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

ACKNOWLEDGEMENT:

Your Directors place on records their appreciation for the co-operation and assistance given by Financial Institution, Banks and Government Authorities as well as Valued Customers from time to time. They also record their appreciation of the devoted services rendered by the Executives, Staff Members and Workers of the Company. The Directors also wish to place on record their gratitude to the Members for their continued support and co-operation

For and on behalf of the Board

Vijay Kumar Chopra Chairman & Managing Director

Place: Mumbai Date: 14th August, 2014.


Mar 31, 2013

To, The Shareholders,

The Directors have pleasure in presenting this 15th Annual Report of your Company together with the Audited Accounts for the year ended 31st March 2013. The comparative figures of the financial results of the Company for the year under review vis-a-vis those of the last year given below:

1. FINANCIAL RESULTS:

The highlights of the financial results for the Current financial year ended 31st March 2013 are:

(Rupees in Lacs)

31.03.2013 31.03.2012

TOTAL INCOME

Contract Receipts 11131.08 31171.92

Other Income 548.74 721.85

Contract Receipts- JV

Total 11679.82 31893.78

TOTAL EXPENDITURE

Works Cost 9322.23 29469.18

Operations and Other Exp. 2702.48 1053.27

Depreciation 212.30 210.59

PROFIT/ (LOSS) -557.20 1160.73

Provision for Tax 9.54 376.72

Bal.B/f.Prior period Adj.

Balance Carried to Balance Sheet 566.73 784.01

2. PERFORMANCE REVIEW:

During the year under review Income from Operations decreased to Rs. 11131.08 lacs from Rs. 31171.93 lacs in previous year. The Net Loss after charging interest, depreciation and deferred tax liability stood at Rs. 566.73 lacs.

The Company is engaged in the business of Construction of highway, expressways, turnkey projects roads, bridges, tunnels etc. During the year under review, the Company''s financial performance has been adversely affected due to the non-availability of raw material, increasing raw material costs, high bank interest rates. The Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased turnover in the current year.

3. DIVIDEND:

Considering the necessity of conserving financial resources for future growth and expansion of the Company, the Board of Directors do not recommend payment of Dividend on the Equity Share Capital of the Company for the Financial year ended 31.03.2013

4. OPERATIONAL PERFORMANCE:

The Company has been steadily growing in terms of Order book position and execution of Contracts.

During the year, the Company has being executing projects at Haryana, Punjab, Coal, Uttar Pradesh, Rajasthan.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS / OUTGO:

A statement giving details of conservation of energy, technology absorption, in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is annexed and marked Annexure I which forms as part of this Report.

6. DIRECTORS:

In accordance with the provisions of the Articles of Association of the Company, Mr. Gurpur Ramdas Kamath, Independent Director of the Company, retires by rotation and however, being eligible, offers himself for re-appointment at the ensuing Annual General Meeting of the shareholders of the Company. The brief resume of the Director as required under clause 49 is attached to the notice.

7. PARTICULARS OF EMPLOYEES:

During the year, there were no employees, who drew remuneration more than the limits specified. under the provisions of Section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees), Rules 1975, as amended.

8. AUDITORS:

Mr. Ajay B. Garg, Chartered Accountant, the Auditor to the Company, retires at the ensuing Annual General Meeting of the shareholders of the Company, and is however, eligible for re-appointment.

The Board of Directors have obtained a confirmation from him that, if re-appointed, their appointment will be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

Yours Directors recommend his re-appointment as Auditor at the ensuing Annual General Meeting.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2A) of the Companies Act, as amended by the Companies Act, 2000 the Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures, if any.

b. Appropriate accounting policies have been selected and applied consistently and have 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 as on 31st March 2013 and of the Profit of the Company for the year ended 31st March 2013.

c. 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.

d. The annual accounts have been prepared on a going , concern basis.

10. INTERNAL CONTROL SYSTEMS:

The Company has an adequate internal control system including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorization and approval procedures. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit committee of the Board.

11. PERSONNEL AND WELFARE:

Industrial Relations at all divisions of the company were very cordial throughout the year. The company is committed to develop its employee''s full potential through intensified training.

Your Directors express their sincere appreciation for the dedicated efforts put in by all the employees and for their continued contribution for ensuring improved performance of your company during the year.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

13. CORPORATE GOVERNANCE:

Your company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence and maximum long term shareholder value. Pursuant to Clause 49 of the Listing Agreement with the stock exchange, a compliance report on Corporate Governance has been annexed hereto as part of the Annual Report. The company is in compliance with the requirements and disclosures that have to be made in this regard. The Auditor''s certificate on compliance with Corporate Governance requirements by the company forms part of the said report. '' . -

14. AUDITORS REPORT:

The observations made by the Auditors in their report has been clarified in the relevant notes forming part of the accounts, which are self explanatory and need no further elaboration.

15. ACKNOWLEDGEMENTS:

The Directors express their deep gratitude and thank all government authorities, financial institutions, transfer agents, banks, consultants/solicitors, shareholders of the company for their continued support and encouragement. The Directors also place on record their profound admiration and sincere appreciation of the continued hard work put in by employees at all levels.

The Board appreciates and value the contribution made by every person who contributed to the growth of the Company.

For and on behalf of the Board of Directors

V. K. Chopra

Chairman & Managing Director

Place : Mumbai

Date : 14th August, 2013


Mar 31, 2010

The Directors have pleasure in presenting the Annual Report along with the audited statement of Accounts for the year ended 31 st March, 2010.

1. FINANCIAL RESULTS :

The highlights of the financial results for the Current financial year ended 31stMarch 2010are:

(Rupees in Lacs) 31.03.2010 31.03.2009

Total Income

Contract Receipts 15869.74 10810.02

Other Income 306.24 246.24

Contract Receipts JV 2602.67 3230.89

Total 18778.65 14287.15

TOTAL EXPENDITURE

Works Cost 13155.21 8329.51

Operations and Other Exp. 1794.45 1713.33

Expenses J.V 2579.73 3198.58

Depreciation 142.86 210.42

PROFIT 1106.40 835.31

Provision for Tax 380.28 102.22

Bal.B/f.Prior period Adj. Nil Nil

Balance Carried to Balance Sheet 726.12 733.09

2. PERFORMANCE REVIEW:

During the year under review Income from Operations increased to Rs. 18472.40 lacs from Rs. 14040.91 lacs in the previous year. The company achieved operating profit of Rs. 1106.40 lacs against Rs. 835.31 lacs in the previous year.

The Net Profit after charging interest, depreciation and deferred tax liability stood at Rs.726.12 lacs.

3. DIVIDEND :

The Board of Directors has recommend to pay a dividend of Rs.0.50 per Equity Share on 10342800 fully paid Equity Shares of Rs. 10/-each for the financial year ended 31st March, 2010 subject to the approval of the members.

During the previous year the Board had recommended a Dividend of Re. 1 per Equity share which was reduced by the Shareholders in the Annual General Meeting to Re.0.50 per Equity Share.

4. OPERATIONAL PERFORMANCE:

There has been renewed emphasis on the need of Planned expenditure on the Infrastructure Development in the country coupled with the need to lead the country out of the Global recessionary trend.

During the year, the Company has being executing projects at Orissa, Jaipur, Indore, Haryana ; Ludhiana, Mangalore and Lucknow.

The turnover achieved during the year is Rs.18472.40 lakhs as compared to Rs. 14040.91 lakhs during the previous year.

The Company has got orders under execution worth about Rs.1457/- crores in various stage of execution and completion.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO:

Information in accordance with the provisions of Section 217 (1) (E) of the Companies Act, 1956 read with Companies (Disclosure of particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is not applicable to the company as it is primarily engaged in Infrastructure Projects and Civil Construction Activity.

6. DIRECTORS:

In accordance with the provisions of the Articles of Association of the Company, Mr. Akash Madan, Independent Director of the Company, retires by rotation and however, being eligible, offers himself for re- appointment at the ensuing Annual General Meeting of the shareholders of the Company. The brief resume of the Director as required under clause 49 is attached to the notice.

7. PARTICULARS OF EMPLOYEES:

The information required u/s 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 1988 is not applicable as no employee is in receipt of a remuneration in excess of Rs. 24.00 lakh during the year or part thereof.

8. AUDITORS:

Mr. Ajay B. Garg, Chartered Accountants, the Auditorto the Company, retires atthe ensuing Annual General Meeting of the shareholders of the Company, and is however, eligible for re-appointment.

The Board of Directors have obtained a confirmation from him that, if re-appointed, their appointment will be within the limits prescribed under Section 224 (1 B) of the Companies Act, 1956.

Yours Directors recommend his re-appointment as Auditor atthe ensuing Annual General Meeting.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2A) of the Companies Act, as amended by the Companies Act, 2000 the Directors confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relatingto material departures, if any.

b. Appropriate accounting policies have been selected and applied consistently and have 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 as on 31st March 2010 and of the Profit of the Company for the year ended 31st March 2010.

c. 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.

d. The annual accounts have been prepared on a going concern basis.

10. INTERNAL CONTROL SYSTEMS:

The Company has an adequate internal control system including suitable monitoring procedures commensurate with its size and the nature of the business. The internal control systems provide for all documented policies, guidelines, authorization and approval procedures. The statutory auditors while conducting the statutory audit, review and evaluate the internal controls and their observations are discussed with the Audit committee of the Board.

11. PERSONNEL AND WELFARE:

Industrial Relations at all divisions of the company were very cordial throughout the year.

Your Directors express their sincere appreciation for the dedicated efforts put in by all the employees and for their continued contribution for ensuring improved performance of your company during the year.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

13. CORPORATE GOVERNANCE:

Your company attaches considerable significance to good Corporate Governance as an important step towards building investor confidence and maximum long term shareholder value. Pursuant to Clause 49 of the Listing Agreement with the stock exchange, a compliance report on Corporate Governance has been annexed hereto as part of the Annual Report. The company is in compliance with the requirements and disclosures that have to be made in this regard. The Auditors certificate on compliance with Corporate Governance requirements by the company forms part of the said report.

14. FIXED DEPOSITS:

The Company has not accepted and /or renewed, during the year under consideration, fixed deposits from the public. The Company has not accepted any deposits from the Directors and shareholders during the year under consideration.

There were no matured deposits, remained outstanding, unpaid or unclaimed, as at 31s March, 2010.

15. AUDITORS REPORT:

The observations made by the Auditors in their report has been clarified in the relevant notes forming part of the accounts, which are self explanatory and need no further elaboration.

16. ACKNOWLEDGEMENTS:

The Directors express their deep gratitude and thank to all government authorities, financial institutions, transfer agents, banks, consultants, solicitors, shareholders of the company for their continued support and encouragement. The Directors also place on record their profound admiration and sincere appreciation of the continued hard work put in by employees at all levels.

For and on behalf of the Board of Directors

V. K. Chopra Chairman & Managing Director

Place : Mumbai

Date : 6th September, 2010

Find IFSC