Home  »  Company  »  Sunil Hitech Enginee  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Sunil Hitech Engineers Ltd.

Mar 31, 2015

The Members,

Sunil Hitech Engineers Limited

The Directors are pleased to present the Seventeenth Annual Report of the Company together with the Audited Financial Results for the financial year ended on 31st March, 2015.

Financial Results

The Financial Performance of the Company for the financial year ended on 31st March, 2015 is summarized below:

(Rs. In Lacs)

Particulars 2014-15 2013-14

Net Sales / Income from Operations 1,64,897.54 1,43,224.05

Other Income 1,627.31 993.63

Total Income 1,66,524.85 1,44,217.68

Operating Profit 15,954.86 14,187.37

Interest & Financial Charges 7,785.67 7,697.56

Depreciation 2,585.85 2,437.77

Profit Before Tax 5,583.34 4,052.03

Taxation - Current 1,983.50 1,471.30

- Deferred Tax (134.75) 56.74

- Income Tax for Prior Period 44.94 25.84

Profit after Taxation 3,689.65 2,498.15

Balance brought forward 15,390.91 13,271.41

Additional Depreciation, net of deferred tax as per Companies Act, 2013 (29.88) -

Amount available for appropriations 19,050.68 15,769.56

Appropriations

Proposed Dividend on equity shares 294.76 163.50

Tax on Proposed Dividend 58.33 27.79

Amount transferred to General Reserve 276.72 187.36

Amount transferred to Balance Sheet 18,420.87 15,390.91

Operational Review

Your Company has achieved a net turnover of Rs.164,897.54 lacs during the financial year 2014-15 as against Rs.143,224.05 lacs in the previous financial year, thereby registered a growth of 15.13% over the last year's turnover. The operating profit of your company for the financial year ended 31st March 2015 is Rs.15,954.87 lacs, whereas it was Rs.14,187.37 lacs during the last financial year, thereby registered a growth of 12.46% over the last year's operating profit.

Currently your Company is operating in project related activity which includes Project Execution, Overhauling & Maintenance Fabrication, Erection of Boilers (Power Plants), Erection Testing, Commission of ESP, Transmission & Distribution and EPC contract, Road, Bridges, Civil construction, Solar Energy projects, Waste Management projects. To name a few, the following are some of the projects running presently:

1. Construction of Central Sudhar Ghar at Goindwal Sahib, Dist. Tarn Taran and Bhatinda in the state of Punjab.

2. CW System and Make up Water System Civil Works Package for NTPC Lara Super Thermal Power Project, Stage-I 2x800 MW at Lara District. Raigarh, Chattisgarh.

3. CW System and Make up Water System Civil Works Package for Meja Thermal Power Project, 2x660 MW at Meja, P.O. Kohdar, Tehsil-Neja Dist. Allahabad, Uttar Pradesh.

4. Complete Material Handling, Erection, Testing and Commissioning of Boiler and their Auxilliaries for 2X660 MW Bhavanapadu Thermal Power Project at East Coast Energy Pvt. Ltd (ECEPL), Bhavanapadu, Near Kakarapalii Village of Srikakulam Dist. Andhra Pradesh 62937 MT.

5. Supply of finished product of bunkers and bunker structure and erection, testing and commissioning of Unit#3 of 2X660 MW, NTPC Mouda STPP Stage-II, Dist Nagpur, state Maharashtra.

6. Development of Regional (MSW) Municipal Solid Waste to Energy (Electricity) and Scientific Landfill Facility in Patna on PPP.

7. Construction of 490 Nos. M.C. Type of Quarters (35 blocks, each block of 14 units) Storied Buildings (G 1 type) at 2x600 MW STPP and Construction of 1 No. GM Bungalow, 10 Nos. MA type of Quarters and 192 Nos. MB type of Quarters (16 blocks, each block of 12 units) Storied Buildings (G 1 type) at 2 x 600 MW STPP Jaipur Mandal, Adilabad Dist. Telangana State.

8. CW System and Make up Water System Civil Worls Package for Darlipali Super Thermal Power Project, Stage-I 2x800 MW at Darlipali, Dist. Sundargarh, Odisha.

9. Package-A Civil, Structural and Architectural Works Etc of BTG Area for Unit#1 & 3 for 3x660MW NTPC North Karanpura STPP, Jharkhand

10. Design, Engineering, Manufacture, Assembly, Testing at Works, Supply of the Equipments, Mandatory Spares, Cement, Reinforecement Steel, Structural Steel for Civil Works as well as Structural Works, Architectural Works, Transportation & Delivery to Site of all the Equipments & Mandatory Spares including Special Tools & Tackles, if any, for the Balance of Plant Package for Parli TPS Project Unit- 8, 1X250 MW.

11. Civil, Structural, Architectural etc. of Civil Superstructure Work of 2X600 MW, Pkg-B, Unit#2 for Singareni Thermal Power Project, Dist Adilabad, Andhra Pradesh.

12. Erection, Testing and Commissioning of Boiler Unit-2, 2X800 MW for NTPC, Lara Super Thermal Power Project, at Lara Dist. Raigarh, Chattisgarh.

13. Erection, Testing, Comm & Handling over of Boiler and its Auxiliaries etc at Vertical Pkg U-3 at NTPC, Mouda STPP 2X660 MW.

14. Establishment of 132/33 KV Sub Station at Kavathe-Yamai, Tal. Shirur, Dist. Pune, state Maharashtra.

15. 11kV/22kV/33kV Lines, New/Aug. Distribution Transformers of Various Capacities, and Other Allied Works, Tunkey Contract for Works Under Infrastructure Plan Part-II Phase - D-1 Project, including Guarantee Defects Liability Period in Morshi Division under Amravati Circle of Amravati Zone.

16. Rehabilitation and Upgrading to 2 lanes/2 lane with Paved Shoulders Configuration and Strengthening of Madhugiri- Mulbagal Section (km 343.800 to km 483.151) of NH-234 in the State of Karnataka (Package No. NHIIP-KA-234-10) for Lot-I- km 343.800 to km 400.330 under Phase-I of National Highways Inter-connectivity Improvement Projects (NHIIP).

17. Engineering, Procurement and Construction of Rehabilitation and Upgrading to 2 lanes/2 lane with Paved Shoulders Configuration and Strengthening of Bankura-Purulia Section (km 0.0 to km 84.0) of NH-60A in the State of West Bengal under Phase-I of National Highways Inter-connectivity Improvement Projects (NHIIP).

In addition to the above, your company is executing various prestigious projects related to Design, Supply, Test, Transport, Construction, Erection, Testing and Commissioning of Distribution Lines, Power Sub Stations etc and also Overhauling & Maintenance of various systems for Power Stations like Koradi, Khaperkheda, Chandrapur, Bhusawal, Sarni, Korba, Parli, Talcher, Wanakbori etc.

Furthermore your company is engaged in the prestigious civil Construction projects like Supply, Design, Engineering, Marketing & Civil Construction work of Residential Complex at Plot No. 104, East High Court Road, Ramdaspeth Nagpur, Construction of Class Room Complex including Internal Electrification for VNIT, Nagpur, Supply, Design, Engineering, Marketing & Civil Construction of Residential Complex of Green Project, Goa and Construction of houses for Kanpur Development Authority, Kanpur.

Your company is further planning to grab opportunities in Renewable Energy Sector.

Your Company has not gone through any Operational discontinuation during the reporting period.

Future Prospects

Infrastructure:

A key driver of the economy, Infrastructure is highly responsible for propelling India's overall development. The industry enjoys

intense focus from the top officials of the Government for initiating policies that would ensure time-bound creation of world class infrastructure in the country. This sector includes power, bridges, dams, roads and urban infrastructure development.

The Indian power sector has an investment potential of US$ 250 billion in the next 4-5 years, providing immense opportunities in power generation, distribution, transmission and equipment, according to Mr. Piyush Goyal, Union minister of Coal, Power and Renewable Energy.

The Reserve Bank of India (RBI) has notified 100 per cent foreign direct investment (FDI) under automatic route in the construction development sector. The new limit is effective 2 December 2014, RBI said in a notification on its website.

Recently, the Government has relaxed rules for FDI in the construction sector by reducing minimum built-up area as well as capital requirement and liberalised the exit norms. The Cabinet has also approved the proposal to amend the FDI policy.

India and the US have signed a memorandum of understanding (MoU) in order to establish Infrastructure Collaboration Platform. The document showcases the relationship between both the Governments which intend to facilitate US industry participation in Indian infrastructure projects to improve the bilateral commercial relationship and benefit both the Participants' economies. The MoU's scope envisages efforts in the areas of Urban Development, Commerce and Industry, Railways, Road Transport and Highways, Micro Small and Medium Enterprises, Power, New & Renewable Energy, Information and Broadcasting, Communications & Information Technology, Water Resources, River Development and Ganga Rejuvenation.

Power sector:

Power or electricity is one of the most critical components of infrastructure affecting economic growth and well-being of nations. The existence and development of adequate infrastructure is essential for sustained growth of the Indian economy.

The Indian power sector is one of the most diversified in the world. Sources for power generation range from conventional ones such as coal, lignite, natural gas, oil, hydro and nuclear power to other viable non-conventional sources such as wind, solar, and agriculture and domestic waste. The demand for electricity in the country has been growing at a rapid rate and is expected to grow further in the years to come. In order to meet the increasing requirement of electricity, massive addition to the installed generating capacity in the country is required.

The Indian power sector is undergoing a significant change that is redefining the industry outlook. Sustained economic growth continues to drive power demand in India. The Government of India's focus to attain 'Power For All' has accelerated capacity addition in the country. At the same time, the competitive intensity is increasing on both market side as well as supply side (fuel, logistics, finances and manpower).

The Planning Commission's 12th Plan expects total domestic energy production to reach 669.6 million tonnes of oil equivalent (MTOE) by 2016-17 and 844 MTOE by 2021-22. By 2030 - 35, energy demand in India is projected to be the highest among all countries according to the 2014 energy outlook report by British oil giant BP.

Around 293 global and domestic companies have committed to generate 266 gigawatts (GW) of solar, wind, mini-hydel and bio-mass based power in India over the next 5-10 years. The initiative would entail an investment of about US$ 310-350 billion. The industry has attracted FDI worth US$ 9,548.82 million during the period April 2000 to February 2015.

The Government of India has identified the power sector as a key sector of focus to promote sustained industrial growth. The RE-INVEST 2015 which concluded on February 17, 2015, is a significant step in making India self-reliant in energy. The three day RE-INVEST 2015 received 2,800 delegates participating from 42 countries and saw green energy commitments worth 266,000 MW.

Road Sector:

India has the second largest road network in the world, aggregating 4.7 million km; however quality of roads has not been at par with others. In terms of quality, only half of India's road network is surfaced.

Roads constitute the most common mode of transportation and account for about 85 per cent of passenger traffic and around 60 per cent of the freight traffic in the country. In India, National Highways, with a length close to 79,000 km, constitute a mere 2 per cent of the road network but carry about 40 per cent of the total road traffic. On the other hand, state roads and major district roads are the secondary system of road that carry another 60 per cent of traffic and account for 98 per cent of road length.

Over the last decade, the overall NHDP length (completed) has increased from around 500 km in 2001-02 to the current levels of 22,277km (as of March 31, 2014).

Renewable Energy Scenario

Renewable energy is one of the cleanest sources of energy options with almost no pollution or carbon emissions and has the potential to significantly reduce reliance on coal and other fossil fuels. By expanding renewable energy, world can improve air quality, reduce global warming emissions, create new industries and jobs, and move world towards a cleaner, safer, and affordable energy future.

The quest for energy independence, economic growth, and environmental sustainability increasingly suggests the importance of renewable energy sources across the globe. Renewables are seen not only as sources of energy, but also as tools to address many other pressing needs, including: improving energy security and access; reducing the health and environmental impacts associated with fossil and nuclear energy and mitigating greenhouse gas emissions.

The renewable energy sector in India is full of opportunities and merits careful consideration by market participants. The Indian renewable energy market is highly attractive as it has the potential to reduce India's rising demand supply gap, hence becoming a key cog in the wheel for India's energy security strategy. The government in India has placed an encouraging policy & regulatory framework with a combination of feed-in tariffs, renewable procurement obligations, and Renewable Energy Certificates. The most dominant asset classes, wind and solar, have attracted considerable supplier interest and hence equipment and EPC is available at increasing competitive rates thus boosting margins. The Jawahar Lal Nehru National Solar Mission (JNNSM) and several state-level solar policies are helping develop solar energy market. Recent budgetary allocation for generation based incentives and reintroduction for accelerated depreciation for wind power will spur investments in wind energy. The size of the renewable energy market will see further growth as the application of Renewable Purchase Obligation expands to cover open access and captive consumers.

Management Discussion and Analysis Report

A detailed review of operational performance and future outlook of the Company is given under the Management Discussion and Analysis Report which forms part of this Report.

Corporate Governance Report

As required by the Clause 49 of the Listing Agreement with stock exchanges, Corporate Governance Report and a certificate confirming compliance with requirements of corporate governance forms part of this report.

Consolidated Accounts

As required under Clause 32 of Listing Agreements with Stock Exchanges, Consolidated Financial Statement of the Company and its subsidiaries as aforesaid have been attached with the annual accounts of the Company.

Dividend

Your Directors are pleased to recommend dividend @18%, i.e. @ Rs.1.80 per equity share of Rs.10/- each (previous year Rs.1.20 per equity share of Rs.10/- each) for the financial year ended 31st March, 2015.

Public Deposits

During the year ended 31st March, 2015, your Company has not accepted any deposits from the public.

There is no deposit remained unpaid/unclaimed at the end of the financial year.

Allotment of Equity Shares

The Share Allotment Committee of the Company at its meeting held on 04.08.2014 has allotted 8,25,000 equity shares each to VRG Digital Corporation Private Limited and Gutte Infra Private Limited upon conversion of equal number of warrants leading to increase in the Paid up Share Capital of your company by Rs.1,65,00,000. Presently the paid up share capital of your company stands at Rs.15,27,51,600.

Preferential Issue of Warrants Convertible into Equity Shares

The Allotment Committee has issued 2,00,000 Warrant to Person acting in concert with Promoter and 18,50,000 Warrant to the non promoters for which approval of shareholder by way of special resolution and in principle approval of stock exchanges where the securities of the Company are listed have been obtained.

Directors

Mr. Anil Aurangabadkar (DIN-06950263) was appointed as Independent Director on the Board with effect from August 21, 2014 to fill the casual vacancy caused due to vacation of office of Mr. Devesh Garg, Independent Director of the Company. On recommendation of the Board of Directors, Members of the Company at their Annual General Meeting held on 29.09.2014 have confirmed the Appointment of Mr. Anil Aurangabadkar as an Independent Director of the Company for a term of Five years commencing from 21.08.2014 up to 20.08.2019. Apart from this Mr. Dilip Ghanekar (DIN- 01261086), Mr. Sonyabapu Waghmare (DIN-01767186), Mr. Sajid Ali (DIN-01968558), Mr. Parag Sakalikar (DIN-01940760) and Mr. Siddharth Mehta (DIN-03551006) have been appointed as Independent Directors of the Company for a term of Five years commencing from date of last AGM i.e. 29.09.2014 up to 28.09.2019.

As per Article 150 read with Article 149 of Articles of Association of the Company, Mr. Vijay R. Gutte (DIN-01179049), and Mrs. Sudhamati R. Gutte (DIN-01174733), Executive Directors of the Company are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for reappointment. The Board of Directors recommends their reappointment at the ensuing Annual General Meeting of the company.

Mr. Sunil R. Gutte (DIN-00165822) was re-designated as Managing Director of the Company and Mr. Ratnakar M. Gutte (DIN-00165642) was re-designated as Whole Time Director of the Company with effect from 07.10.2014 and Mr. Anupam Dhiman, (DIN-06997500) was appointed as a Whole Time Director of the Company with effect from 18.10.2014. The Board seeks confirmation by the members for all these appointment at this ensuing Annual General Meeting of the company.

Mr. M. N. Mohanan Executive Director of the Company has resigned from the Directorship of the Company with effect from 08.10.2014.

Independent Directors:

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 Clause 49 of the Listing Agreement.

Training of Independent Directors:

Whenever new Non-executive and Independent Directors are inducted in the Board they are introduced to our Company' culture through appropriate orientation session and they are also introduced to our organization structure, our business, constitution, board procedures, our major risks and management strategy. They are provided with Company brochures, annual reports, company booklets, etc.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby state and confirm that:

a) In the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation to material departures;

b) 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 & fair view of the state of affairs of the Company at the end of the financial year 2014-15 and of the Profit 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 provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) They have prepared the annual accounts of the Company on a going concern basis.

e) They have laid down internal financial controls in the company that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these were adequate and operating efficiently.

Directors' Remuneration

Remuneration policy

1. Remuneration to Managing/Whole-time / Executive / Managing Director, KMP and Senior Management Personnel:

a. The Remuneration/ Commission etc. to be paid to Managing Director / Whole-time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

b. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole-time Directors.

2. Remuneration to Non- Executive / Independent Director:

a. The Non-Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

b. All the remuneration of the Non- Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

c. An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

d. Any remuneration paid to Non- Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

i. The Services are rendered by such Director in his capacity as the professional; and

ii. In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

3. Remuneration to Key Managerial Personnel and Senior Management:

a. The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and may include incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company's Policy.

b. The Fixed pay shall include monthly remuneration, employer's contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

c. The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

Remuneration Ratio of the Directors / Key Managerial Personnel (KMP) / Employees:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:

1. During the year remuneration of Mr. Sunil R. Gutte, Managing Director is increased from H48 lacs p.a. to Rs.60 lacs p.a., Mr. Anupam Dhiman is appointed as an executive Director of the company wef 18.10.2014 and Mr. M N Mohanan resigned from the office of executive Director wef 08.10.2014.

2. There is no increase in the median remuneration of employees in the financial year 2014-15.

3. There are 1472 permanent employees on the rolls of company.

4. Relationship between average increase in remuneration and company performance:-

The Profit before Tax for the financial year ended March 31, 2015 increased by 37.78% whereas the increase in median remuneration was nil.

5. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

The total remuneration of Key Managerial Personnel decreased by 0.94% from Rs.3.92 crore in 2013-14 to Rs.3.87 crore in 2014-15 whereas the Profit before Tax increased by 37.78% to Rs.55.83 crore in 2014-15 (Rs.40.52 crore in 2013-14).

6. a) Variations in the market capitalisation of the Company:

The market capitalisation as on March 31, 2015 was Rs.218.43 crore (Rs.96.67 crore as on March 31, 2014).

b) Price Earnings ratio of the Company was Rs.24.82 as at March 31, 2015 and was Rs.20.28 as at March 31, 2014.

c) Percent increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year- The Company had come out with initial public offer (IPO) in 2005. An amount of Rs.34.75 crore invested in the said IPO would be worth Rs.49.69 crore as on March 31, 2015 indicating a Compounded Annual Growth Rate of 3.64%.

7. No variable component of remuneration was availed by the directors during the financial year 2014-15.

8. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year - Not Applicable; and

9. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Number of Board Meetings held:

The Board of Directors duly met 7 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:

29th May, 2014; 14th August, 2014; 21st August, 2014; 07th October, 2014; 18th October, 2014; 14th November, 2014 and 12th February, 2015.

Particulars of Loans, Guarantees or Investments

Details 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.

Development and Implementation of a Risk Management Policy

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report and in Management Discussion and Analysis.

Corporate Social Responsibility (CSR):

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of Executive and Independent Directors. CSR Committee of the Board has developed a CSR Policy and uploaded on the website of the Company at www.sunilhitech.com. CSR reporting required under Companies (Corporate Social Responsibility Policy) Rules, 2014 enclosed as a part of this report in Annexure-A.

Brief outline of Company's CSR policy

1. Skill Development for sustainable income generation & Livelihood

a. Skill development training for unemployed youth for better employability & to promote self-employment.

b. Vocational/ technical/professional training for youth for ultimate support to the projects for hiring skilled youth.

c. Promote enterprise development

d. Promote self-help groups

2. Literacy / Education

a. Construction/repair of school buildings & facilities including boundary walls, separate toilets for boys & girls and provision of drinking water.

b. Provision of uniforms, books, stationery, computer & Laboratory equipment etc., to schools.

c. Scholarships/fellowships to deserving students to encourage education.

d. Promotion of adult education with focus on women's education etc.

e. Reducing the drop-out rate of students & absenteeism through counselling & other means.

f. Promote computer literacy and technology assisted learning.

g. To set up/ promote higher education through special coaching/inputs to bridge the gap.

i. To promote Technical/ professional/ medical education by giving financial assistance / opening institutions through Organizations/ infrastructural support.

3. Safe Drinking Water /Health care & Sanitation

a. Provide safe drinking water by sinking bore wells, tube wells, establishment of water treatment plants etc.

b. Preventive and promote health care through mobile medical vans etc.,

c. Nutritional supplements to lactating mothers, children, adolescent girls and pregnant women.

d. Health awareness campaigns on serious/chronic diseases.

e. OP/IP treatment including operations at project hospitals

f. Organising periodic health camps

g. Offering specialized support services to the physically handicapped and mentally challenged people

h. Veterinary medical support

i. Promotion of sanitation through proper drainage system and construction of toilets

j. Assistance for establishment of Hospitals/Medical Colleges etc.

4. Agriculture & Infrastructure Development

a. To promote water shed development /water harvesting / water conservation measures.

b. Development of roads, bridges, markets, transport facilities, community welfare centres beautification of towns, cities, other civic amenities etc.

c. Promote use of non-conventional energy.

d. Electrification of Public buildings in villages.

5. Women empowerment:-

a. Creation of primary group of women producer.

b. Federation of women producer groups and facilitation of its financial linkages.

c. Facilitation of new agri technology and other resources to improve per hectare production especially to women farmers.

d. Literacy and training programs for women farmers to ensure they inculcate basis business traits.

e. Health check up camps for women and children.

6. Environment and sustainability:-

a. Plantation drives around work sites.

b. Training program for CBO's to improve energy conservations and increasing dependency upon secondary energy resources.

Vigil Mechanism:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

The Vigil Mechanism has been uploaded on the website of the Company at www.sunilhitech.com.

Audit Observations:

Auditors' observations are suitably explained in notes to the Accounts and are self-explanatory.

Auditors:

i) Statutory Auditors :

The Auditors, M/s. V. Sankar Aiyar & Co., Chartered Accountants retire at this Annual General Meeting and being eligible, offer themselves for re-appointment.

ii) Secretarial Audit :

According to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice enclosed as a part of this report Annexure-B.

Related Party Transactions

The company's related party transactions are entered with its group companies and firms. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialization and the Company's long-term strategy for sectoral investments, optimization of market share, profitability, legal requirements, liquidity and capital resources of group companies. All related party transactions are negotiated on an arms-length basis, and are intended to further the Company's interests. A policy on related party transactions is posted on the website of the company at www.sunilhtech.com.

Particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 as per AOC-2 is annexed herewith as Annexure-C.

Extract of the annual return as provided under sub-section (3) of Section 92

The Extract of the annual return as provided under sub-section (3) of section 92 of the Companies Act, 2013 is annexed herewith as Annexure-D.

Subsidiaries and associate companies

A disclosure required under Section 129 of the Companies Act, 2013 & Rules made thereunder is enclosed as Annexure-E.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out below;

(A) Conservation of Energy

Your Company is continuously taking initiatives to ensure the optimum utilization of energy available in day to day operations not only in offices but also at different sites of execution of various projects. Your Company uses energy efficient lighting devices, light fittings to save energy, capacitor bank / devices to maintain power factor and plant & equipment which are environment and power efficient.

(B) Technology Absorption

Your Company is doing its business by ensuring optimum utilization of its available resources. Your Company has not taken any research & development activity so far. It has been executing its projects by using modern techniques, modern machineries and by ensuring the optimum utilization of its technical, professional and skilled manpower.

(C) Foreign Exchange Earnings and Outgo

The Company has incurred the following expenses in foreign currency during the financial year 2014-15. The rupee equivalent of that amount has been given hereunder;

Particulars Rs. in Lacs

Total Expenditure 2931.85

Total Earning 255.24

Acknowledgement

Your Directors take this opportunity to express their gratitude for the valuable support extended by the customers, banks, financial institutions, investors, business associates, central & state government authorities. Your Directors also appreciate the employees at all levels for their continued support to the Company. Your Directors believe that with the whole hearted support of employees, stakeholders, bankers and our valuable customers, we will continuously excel in the path of success and growth.

By the order of the Board

For Sunil Hitech Engineers Limited

Place: Mumbai Ratnakar Manikrao Gutte Sunil Ratnakar Gutte

Date:28th May, 2015 Chairman Managing Director


Mar 31, 2014

The Members

The Directors are pleased to present the Sixteenth Annual Report of the Company together with the Board''s Report pursuant to Section 217 of the Companies Act, 1956 and audited financial results for the year ended on 31st March, 2014.

Financial results

The financial performance of the Company for the financial year ended on 31st March, 2014 is summarized below:

(Rs in lac) Particulars 2013-14 2012-13

Net sales/Income from operations 1,43,224.05 1,09,601.55

Other income 993.64 898.49

Total income 1,44,217.68 1,10,500.04

Operating profit 14187.37 13158.08

Interest and financial charges 7,697.56 5,832.34

Depreciation 2,437.77 2,959.09

Profit before tax 4,052.04 4,366.65

Taxation - Current 1,471.30 1,698.40

- Deferred tax 56.74 (358.65

- Income tax for prior period 25.83 233.69

Profit after taxation 2,498.16 2,793.21

Balance brought forward 13,271.40 10,860.02

Amount available for appropriations 15,769.56 13,653.23

Appropriations Proposed dividend on Equity Shares 163.50 147.30

Tax on proposed dividend 27.79 25.03

Amount transferred to general reserve 187.36 209.50

Amount transferred to Balance Sheet 15,390.91 13,271.40

Operational review

Your Company has registered a net turnover of Rs143,224.05 lacs for the financial year 2013-14 as against Rs109,601.55 lacs in the previous year, thereby registering a growth of 30.68% over the last year''s turnover. The operating profit of your Company for the financial year ended 31st March 2014 stood at Rs13,193.73 lacs, compared to Rs12,250.29 lacs during the last financial year. Despite the 2013-14 fiscal being uncertain and challenging, your Company maintained its momentum and registered a growth of 30.68% in net turnover and 7.70% in EBITDA over the last year''s performance. However the net margins came under pressure due to slow growth in the sector your Company operates in.

Currently your Company is operating under three segments; namely project execution, overhauling and maintenance and supply or trading. The project execution segment is engaged in the business of fabrication, erection of boilers (power plants), erection testing, commissioning of ESP, transmission and distribution and EPC contract work. This is the Company''s primary source of income and contributes a major portion of its total revenues. The following are some of the projects running presently under this segment:

1. Construction of Central Sudhaar Ghar at Goindwal Sahib, District Tarn Taran and Bhatinda in the state of Punjab.

2. CW system and make up water system civil works package for NTPC Lara Super Thermal Power Project, Stage-I 2x800 MW at Lara District Raigarh, Chhattisgarh.

3. Construction of approaches to rail-cum-road bridge across the Ganga at Munger Ghat near Munger from 0.00 km (74.7 kms along the NH-80) to 9.934 km, (Start point of rail-cum-road viaduct) and 0.075 km (end point of rail- cum-road viaduct) to km 5.198 (km 262.8 of NH-31) in the state of Bihar.

4. Complete material handling, erection, testing and commissioning of boiler and their auxiliaries for 2X660 MW Bhavanapadu Thermal Power Project at East Coast Energy Pvt. Ltd. (ECEPL), Bhavanapadu, near Kakarapalli village of Srikakulam district in the state of Andhra Pradesh (62,937 metric tonnes).

5. General civil, structural and architectural works for BTG

area/BOP area/BOP part 1and 2 (road and pipe rack) (all inclusive) of 2X600 MW DB power project at Baradarha- Champa District Jajgir -Champa in the state of Chhattisgarh.

6. Civil, structural and architectural works for main plant area of 3X660 MW BTG package of MAHAGENCO for a coal- based power project at MSPGCL, Koradi project.

7. Design, engineering, manufacture, assembly, testing at works, supply of the equipments, mandatory spares, cement, reinforcement steel, structural steel for civil works as well as structural works, architectural works, transportation and delivery to the site of all the equipments and mandatory spares including special tools and tackles, if any, for the balance of plant package for Parli TPS Project Unit-8(1X250 MW).

8. Civil, structural, architectural among others of civil superstructure work of 2X600 MW, Package-B, Unit#2 for Singareni Thermal Power Project, District Adilabad, in the state of Andhra Pradesh.

9. Erection, testing and commissioning of boiler unit-2, 2X800 MW for NTPC, Lara Super Thermal Power Project, at Lara District Raigarh, Chhattisgarh.

10. Erection, testing, commissioning and handing over of boiler and its auxiliaries among others at vertical package, Unit#3 at NTPC, Mouda STPP (2X660 MW).

11. Supply, test, transport, construction, erection, testing and commissioning of distribution lines, distribution transformers of various capacities and 33/22/11 KV sub stations, other allied works, including five years guarantee period for power transformers, distribution transformer with allied equipment and two years guarantee period for other works in Kolhapur zone for RAPDRP Part-B scheme.

12. Supply, test, transport, construction, erection, testing and commissioning of distribution lines, distribution transformers of various capacities and 33/11 KV sub stations, other allied works, including five years guarantee period for power transformers, distribution transformer with allied equipment and two years guarantee period for other works Nagpur (rural) and Nagpur (urban) zone for RAPDRP Part-B scheme.

Moreover, your Company is executing various prestigious projects related to design supply, test, transport, construction, erection, testing and commissioning of distribution lines, power sub-stations among others and also overhauling and maintenance of various systems for power stations like Koradi, Khaperkheda, Chandrapur, Bhusawal, Sarni, Korba, Parli, among others.

Furthermore your Company is engaged in the prestigious civil construction projects like supply, design, engineering, marketing and civil construction work of residential complex at Plot No. 104, East High Court Road, Ramdaspeth Nagpur, Construction of classroom complex including internal electrification for VNIT, Nagpur, supply, design, engineering, marketing and civil construction work of residential complex at Green Project, Goa.

Your Company is now prequalified for projects belonging to the National Highways Authority of India having a TPC upto H922.36 crores. Thus, your Company is eligible for applying for projects keeping in mind the specific RFQs.

Moreover, your Company is planning to expand its business activities in Solar Energy Projects which are expected to gear up in near future.

Your Company has not gone through any operational discontinuation during the reporting period.

Allotment of Equity Shares

The Allotment Committee of the Company at their meeting held on 20.03.2014 has allotted 6,75,000 Equity Shares each to VRG Digital Corporation Private Limited and Gutte Infra Private Limited upon conversion of equal number of warrants; consequently the paid-up share capital of your Company has increased by Rs13,500,000. Now the paid-up share capital of your Company is Rs136,251,600.

Preferential issue of warrants convertible into Equity Shares

The Board of Directors at the meeting held on 24.03.2014 had recommended to issue on preferential basis 55,00,000 (Fifty five lacs only) warrants convertible into Equity Shares to companies under Promoters Group, person acting in concert and 20,00,000 (Twenty lacs only) to Non-Promoters. The Board in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 and all applicable rules, regulations guidelines issued hereunder, fixed 19.03.2014 as the relevant date and as certified by the independent valuer

Rs55.40/- (Fifty five rupees and forty paise only) as the issue price for issue of warrants convertible into Equity Shares of face value Rs10/- only. The shareholders at the extra ordinary general meeting held on 18.04.2014 have approved by way of special resolution passed the issue of warrants to Companies under Promoters Group, person acting in concert 55,00,000 (Fifty five lacs only) and 20,00,000 (Twenty lacs only) to Non-Promoters.

Dividend

Your Directors are pleased to recommend dividend @12%, i.e. @ Rs1.20 per Equity Share of Rs10/- each (previous year Rs1.20 per Equity Share of Rs10/- each) for the financial year ended 31st March, 2014.

Future Prospects

Power sector

With the world population nearly doubling in the past three decades, the present surge in electricity demand, and the projected increase of the global population, the importance of available sources of energy cannot be underestimated.

In India, coal generates substantial amount of electricity and nuclear energy hydro and other sources accounts for the balance. Globally, India is presently positioned as the fifth largest manufacturer of energy, representing roughly 2.4% of the overall energy output per annum.

Usually energy, especially electricity, plays a key role in the speeding up of the economic development of the country. The existing production of per capita electricity in India is pegged at around 600 KWh per annum. Ever since 1990s, India''s gross domestic product (GDP) has been increasing rapidly and it is estimated that it will maintain its pace over the next couple of decades. The rise in GDP should be followed by an increase in the expenditure of key energy other than electricity

Power or electricity is one of the most critical components of infrastructure, affecting the overall economic growth and well- being of nation. The existence and development of an adequate power infrastructure is essential for sustaining the growth of the Indian economy. With a production of 1,006 terawatt hours (TWh), India is the fifth largest producer and consumer of electricity in the world after the US, China, Japan and Russia.

The Indian power sector is one of the most diversified in the world. Sources for power generation range from commercial sources such as coal, lignite, natural gas, oil, hydro and nuclear power to other viable non-conventional sources such as wind,

solar, and agricultural and domestic waste. The demand for electricity in the country has been growing rapidly and is expected to grow further in the years to come. In order to meet the increasing requirement of electricity, massive additions to the installed generating capacity in the country is required.

Indian solar installations are forecast to be approximately 1,000 megawatt (MW) in 2014, according to Mercom Capital Group, a global clean energy communications and consulting firm. The growth in energy demand in India would be the highest among all countries by 2030–35, beating even China, according to the 2014 energy outlook report by British oil giant BP.

The investment climate is very positive in the power sector. Due to policy liberalization, the sector has witnessed higher investment flows than envisaged. The Power Ministry has set a target for adding 76,000 MW of electricity generation capacity in the 12th Five Year Plan (2012–17) and 93,000 MW in the 13th Five Year Plan (2017–2022).

The Power Sector Development Programme in India has now gained serious momentum. Policy-makers have realised that the country''s economic development will be jeopardized if due attention is not given to the power sector to ensure that sufficient and quality electrical energy is made available to consumers at affordable prices.

With energy demand expected to grow a sizeable capacity addition has been envisaged, entailing major investments in power generation, transmission and distribution. The state- owned company has ambitious plans to establish 63 GW generation capacity by 2032, as a safe, environmentally and economically viable source of electrical energy to meet the increasing electricity needs of India. A growing Indian economy coupled with Indian Government''s goal of ''Power for all'', opens up tremendous opportunities for electrical companies, both domestic and international, in India.

Some of the Company''s key projects currently under execution include NTPC''s 1,320 MW mega thermal power plant, 1,600 MW Lara power plant and two 660 MW each plants of Athena Energy Ventures.

Road sector

India''s population rise necessitates a steady growth in infrastructure. The government''s efforts regarding policies have ensured that the private sector is emerging as a key player in the development of road infrastructure in India.

Perhaps seeing the necessity of growth in infrastructure, the Government of India has reserved US$ 1 trillion for infrastructure for the 12th Five Year Plan (2012–17). The Five Year Plans have so far been highly beneficial for the sector in the country – the length of the national highways which was 21,378 km during the late 1940s touched 71,772 km by the end of the 11th Five Year Plan (2007–2012). Furthermore, the Planning Commission of India aims to spend nearly 20 per cent of the total investment of US$ 1 trillion during the 12th Five Year Plan to develop roads. The value of total roads and bridges infrastructure in the country is projected to grow at a compound annual growth rate (CAGR) of 17.4 per cent over FY 2012-17. India''s roads and bridges infrastructure was valued at US$ 6.9 billion in 2009 and is expected to reach US$ 19.2 billion by 2017.

The Government is looking to develop a total of 66,117 kilometres of roads under several programmes such as National Highways Development Project (NHDP), Special Accelerated Road Development Programme in North East (SARDP-NE). A good portion of that work – 20,945 km – has already been completed, while the rest of the projects are expected to be complete by the end of the 12th Five Year Plan.

With road projects worth more than Rs200,000 cr stuck at various stages being revived and new projects being announced by the new government, the road sector would be at the core of government agenda.

Your Company is qualified for the NHAI annual qualification for the value of Rs922 cr limit projects. Also, we bagged the NHAI item rate contract road job of Rs230 cr at Munger in the state of Bihar and in the state of Hyderabad, which is under construction and planning to bid for annuity/ EPC projects of Rs1,000 cr this fiscal and 150 cr qualified in one of the road projects in Karnataka.

Solar sector

Your Company is committed towards sustainable development for a greener tomorrow. In our quest to become one of India''s largest renewable energy companies, your Company is planning to expand and diversify its business activities in extending their valuable services in the solar sector also.

India is densely populated and has high solar isolation, an ideal combination for using solar power in India. In the solar energy sector, some large projects have been proposed, and a 35,000 km2 (14,000 square miles) area of the Thar Desert has been set aside for solar power projects, sufficient to generate 700

to 2,100 GW. Also India''s Ministry of New and Renewable Energy has released the JNNSM Phase Draft Policy by which the Government aims to install 10 GW of Solar Power and of this 10 GW target, 4 GW would fall under the central scheme and the remaining 6 GW under various state-specific schemes.

In developing countries like India, Greenpeace has proposed a feed-in-tariff system which would provide the financing to enable massive renewable energy uptake. The scheme proposes a mechanism where the additional costs of renewable energies are financed by a combination of new sectoral emissions trading mechanisms and direct finance from technology funds to be developed in the Copenhagen Climate Deal.

The government is likely to harness solar power and give a fillip to development of offshore wind energy so as to provide electricity to every household in the near future.

Your Company has won an EPC contract for setting up a 5 MW solar power plant under the JNNURM scheme and L1 for the 15 MW solar power project, which is being awaited for award. In MSW, we bagged an order of H400 cr in the state of Bihar, Maharashtra and Karnataka where 20 MW renewable power will be generated.

Urban/building construction

The building construction sector provides huge scope to participate in the rapidly developing urban infrastructure space in India, like institutional buildings like IITs, IIMs, AIIMS, Hospitals, Colleges, Hostels, Administration Building. A Big thrust in this Urban building infrastructure is on housing which provides abundant scope to grow in this sector.

Presently, we bagged the EPC project of H350 cr from PWD Punjab for the construction of Central Sudhaar Ghar at Bhatinda and Govindwal in the state of Punjab, which is under construction. Also, we will be qualified for H300 cr and more for single project by the year end 2015.

Public deposits

During the year ended 31st March, 2014, your Company has not accepted any deposits from the public.

Directors

As per Article 150 read with Article 149 of Articles of Association of the Company, Mr. Sunil R. Gutte, Executive Director of the Company is liable to retire by rotation at the forthcoming

Annual General Meeting and being eligible, offers himself for his reappointment. The Board of Directors recommends his reappointment subject to the approval of shareholders at the ensuing annual general meeting.

Mr. C. Venkatramana was appointed as an Additional Director (Executive category) of the Company with effect from 01.06.2013. On recommendation of the Board of Directors Members of the Company at their Annual General Meeting held on 26.09.2013 have confirmed the Appointment of Mr. C. Venkatramana as an Executive Director of the Company.

The office of Mr. Devesh Garg, Independent Director is vacated w.e.f 24.03.2014 as he absents himself from three consecutive meetings of the Board of Directors in terms of Section 283 of the Companies Act, 1956.

Director''s Responsibility Statement

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

a) In the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation to material departure from the same, if there any.

b) 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 ended on 31st March, 2014 and of the Profit of the Company for the year ended on that date.

c) They have taken proper and sufficient care 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) They have prepared the annual accounts of the Company on a going concern basis.

Auditors'' query and management''s reply

Auditors'' query

In case of Gangakhed Sugar & Energy Limited an associate company of Sunil Hitech Engineers Limited, the audited financial statements are not available. The same has not been incorporated in the consolidated financial statements.

Management''s reply

"Sunil Hitech Engineers Limited holds 28% of the shares of Gangakhed Sugar & Energy Limited. The accounts of the said associate company are under preparation and therefore, have not been incorporated in the consolidated financial statements."

Management discussion and analysis report

A detailed review of operational performance and future outlook of the Company is given under the Management discussion and analysis report which forms part of this Report.

Corporate Governance report

As required by the Clause 49 of the Listing Agreement with Stock Exchanges, Corporate Governance Report and a certificate confirming compliance with requirements of Corporate Governance forms part of this Report.

Notes on Subsidiaries

For the financial year ended on 31st March, 2014; your Company has four subsidiaries namely 1) SEAM Industries Limited 2) SHEL Investments Consultancy Pvt. Ltd. 3) Sunil Hitech India Infra Private Limited 4) Sunil Hitech Solar (Dhule) Private Limited.

Your Board is not attaching the Balance Sheet, Profit & Loss Account and other documents of subsidiary companies with the Balance Sheet of the Company as required under the provisions of the section 212 of the Companies Act, 1956. In addition to the above; Statement under Section 212 of the Companies Act, 1956 has been attached with the Annual Report.

In continuance with the above and in accordance with the general circular no. 2/2011 dated 8th February 2011, issued by the Ministry of Corporate Affairs, Government of India,

Your Board of Directors consent that annual accounts of the subsidiary companies and the related detailed information shall be made available to shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders at the head office of the holding Company and of the subsidiary companies concerned and also the complete annual accounts of the subsidiaries shall be posted on the website of the Company www.sunilhitech. com. Details of the financial statement of subsidiary companies form part of this Annual Report.

Transfer of unpaid / unclaimed share application money and dividend to Investor Education and Protection Fund

During the Financial Year 2013-14, the Company has transferred the balance amount lying in unpaid/unclaimed dividend account for financial year 2005-06 to the Investor Education and protection Fund.

The unpaid/unclaimed dividend account for the financial year 2006-07 is due to be transferred to the Investor Education and Protection Fund during the next financial year 2014-15.

Consolidated accounts

As required under Clause 32 of Listing Agreements with Stock Exchanges, the consolidated financial statements of the Company and its subsidiaries as aforesaid have been attached with the annual accounts of the Company.

Insurance

All the assets of the Company are adequately insured against risk and uncertainty.

Particulars of employees

As required by the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975; Statement of particulars of employees forming part of the Directors Report of the year ended on 31st March, 2014 are as follows;

Note:

1. Nature of employment – Contractual.

2. Mr. Ratnakar Manikrao Gutte is related with Mr. Sunil Ratnakar Gutte – Joint Managing Director, Mrs Sudhamati Ratnakar Gutte – Executive Director and Mr. Vijay Ratnakar Gutte - Executive Director and Mr. M. N. Mohanan and Mr. Venkataramana Condoor are not related with any Directors of the Company.

3. Shareholding of these Directors mentioned in the Report on Corporate Governance.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information in accordance with the provisions 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 are set out below;

(A) Conservation of Energy

Your Company is continuously taking initiatives to ensure the optimum utilisation of energy available in day to day operations not only in offices but also at different sites of execution of various projects. Your Company uses energy-efficient lighting devices, light fittings to save energy, capacitor bank/devices to maintain power factor and plant and equipment which are environment and power efficient.

(B) Technology absorption

Your Company is doing its business by ensuring optimum utilisation of its available resources. Your Company has not taken any R&D activity so far. It has been executing its projects by using modern techniques, modern machineries and by ensuring the optimum utilisation of its technical, professional and skilled manpower.

By the order of the Board For Sunil Hitech Engineers Limited

Date: 14th August,2014 Ratnakar Manikrao Gutte Sunil Ratnakar Gutte Place: Mumbai Managing Director Joint Managing Director


Mar 31, 2013

The Directors are pleased to present the Fifteenth Annual Report of the Company together with the Audited Financial Results for the year ended on 31st March, 2013.

Financial Results

The Financial Performance of the Company for the financial year ended on 31st March 2013 is summarized below

(Rs.in Lacs)

Particulars 2012-2013 2011-2012

Net Sales/Income from Operations 109,601.55 85,559.27

Other Income 907.79 1,976.44

Total Income 110,509.34 87,535.71

Operating Profit 13,158.09 12,231.92

Interests Financial Charges 5,832.34 4,708.07

Depreciation 2,959.09 3,084.18

Profit Before Tax 4,366.65 4,346.15

Taxation -Current 1,698.40 1,245.00

- Deferred Tax -358.65 82.36

- Income Tax for Prior Period 233.69 715.58

Profit after Taxation 2,793.21 2,396.73

Balance brought forward 10,860.02 8,820.66

Amount available for appropriations 13,653.23 11,217.38

Appropriations Proposed Dividend on equity shares 147.3 147.3

Tax on Proposed Dividend 25.03 23.9

Amount transferred to General Reserve 209.49 186.16

Amount transferred to Balance Sheet 13,271.40 10,860.02

Operational Review

Your Company has registered the net turnover of Rs.109,601.55 lacs for the financial year 2012-13 as against Rs.85,559.27 lacs in the previous year, thereby registered a growth of 28.10% over the last year''s turnover. The operating profit of your Company for the financial year ended 31st March 2013 is Rs.13,158.09 lacs, whereas it was Rs.12,231.92 lacs during the last financial year. The financial year 2012-13 was the year of economic uncertainty and full of challenges, in spite of that your company maintained its momentum and registered a growth of 28.10% in net turnover and 8.40% in EBITDA over the last year''s performance. However the net margins were under pressure due to slow growth in the sector your company operates. Currently your Company is operating under three segments; namely Project Execution, Overhauling & Maintenance and Supply or Trading. Project Execution segment is engaged in the business of Fabrication, Erection of Boilers (Power Plants), Erection Testing, Commission of ESP, Transmission & Distribution and EPC contract. This is the main segment of the Company and contributing major proportion of the total revenue of the Company. To name a few, the following are some of the projects running presently under this segment:

1. Erection, Testing and Commissioning of Boiler and their Auxiliaries and Bunker Shell & Bunker Mill Bay Structural, Welded Structural Steel Work of Coal Handling Plant and Erection, Testing & Completion of TG Building Steel Structural Work for 2X600 MW Singhitarai Thermal Power Project at Athena Chhattisgarh Power Ltd (ACPL), Singhitarai, Janjgir-Champa District, Chhattisgarh.

2. General Civil, Structural and Architectural Works for BTG Area / BOP Area / BOP Part 1&2 (Road and Pipe Rack) (all inclusive) of 2X600 MW DB Power Project at Baradarha-Champa Dist. Jajgir -Champa Chhattisgarh.

3. Main Plant & Offsite Civil Works & Structural Steel Work for Main Plant, Offsite Civil Works, Chomney and Chimney Elevator Package for NTPC at Ennore TPS 2X500 MW & 1X500 MW.

4. Main Plant Civil and Structural Works Package Including Supply of material for Phase - I & Phase-ll of 2X600 MW JPL, Seoni Project Near Barela-Gorakhpur Village in Seoni Dist. MP

5. Civil Works & Structural Steel works for Coal Handling Plant at Jhabua Thermal Power Project, Seoni, M.P.

6. Civil, Structural and Architectural Works for Main Plant Area of 3X660 MW BTG Package of Mahagenco for Coal Based Power Project at MSPGCL, Koradi Project

7. Design, Engineering, Manufacture, Assembly, Testing at Works, Supply of the Equipments, Mandatory Spares, Cement, Reinforcement Steel, Structural Steel for Civil Works as well as Structural Works, Architectural Works, Transportation & Delivery to Site of all the Equipments & Mandatory Spares including Special Tools & Tackles, if any, for the Balance of Plant Package for Parli TPS Project Unit-8, 1X250 MW.

8. Civil, Structural, Architectural Etc of Civil Superstructure Work of 2X600 MW, Pkg-B, Unit#2 for Singareni Thermal Power Project, Dist Adilabad, A. P.

9. Structural Steel Works for Steel Melt Shop 2 - Zone 04 (Area-6) Storage Bays for 6.3 MTPA Expansion Project VSP-6.3-atRINL, Vizag (A.P)

10. Erection, Testing and Commissioning of Boiler Unit-3, 3X800 MW Stage-I for NTPC, Kudgi Super Thermal Power Project, Bijapur Karnataka 32918 MT

11. Erection, Testing and commissioning of Steam Generator Comprising of Boiler Structures, Boiler Drum, Pressure

Parts, Boiler Auxiliaries, Power Cycle Piping, ESP, Rotating Equipments, Auxiliary Boiler, Including Application of Insulation & Final Painting & Assistance for Trial Operation, PG Test and Handover of 2X300 MWTRN TPP -TRN Energy Private Ltd, Nawapara -CG

12. Erection, Testing, Comm & Handling over of Boiler and its Auxiliaries etc at Vertical Pkg Stg-IV & V, U-11 & 13 at NTPC, Vindhyachal STPP 2X500 MW & 1X500 MW and at U - 5 at NTPC, Rihand, STPP 2 X 500 MW.

13. Erection, Testing, Comm & Handling over of Boiler and its Auxiliaries etc at Vertical Pkg U-3 at NTPC, Mouda STPP 2X660 MW

14. Supply, Test, Transport, Construction, Erection, Testing and Commissioning of Distribution Lines, Distribution Transformers of Various Capacities & 33/22/11 KV Sub Stations, Other Allied Works, Including Five Years Guarantee Period for Power transformers, Distribution Transformer with Allied Equipment and Two Years Guarantee Period for Other Works in Kolhapur Zone for RAPDRP Part B Scheme

15. Supply, Test, Transport, Construction, Erection, Testing and Commissioning of Distribution Lines, Distribution Transformers of Various Capacities & 33/11 KV Sub Stations, Other Allied Works, Including Five Years Guarantee Period for Power transformers, Distribution Transformer with Allied Equipment and Two Years Guarantee Period for Other Works in Nagpur (Rural) & Nagpur (Urban) Zone for RAPDRP Part B Works

In addition to the above, your company is executing various prestigious projects related to design Supply, Test, Transport, Construction, Erection, Testing and Commissioning of Distribution Lines, Power Sub Stations etc and also Overhauling & Maintenance of various systems for Power Stations like Koradi, Khaperkheda, Chandrapur, Bhusawal, Sarni, Korba, Parli, etc.

Furthermore Your Company has entered into the construction & development of luxury homes/flats equipped with all modern amenities and facilities namely ''Water Green Project'' at Nagpur, Maharashtra and ''Green Acres Project'' at GOA. Also due to rapid growth and upcoming opportunities in the construction & development business of roads / highways/bridges/flyover, your Company is eyeing to explore opportunities in this sector.

Your Company has not any operation discontinued as on date.

Preferential Issue of Warrants Convertible into Equity Shares

The Board of Directors at the meeting held on 04.01.2013 recommended to issue on Preferential basis 30,00,000 (thirty lacs only) warrants convertible into equity shares to Companies under Promoters Group and 49,50,000 (forty nine lacs fifty thousand only) to Foreign Institutional Investors/Sub Accounts of Foreign Institutional Investors. The Board in accordance with SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009 and all applicable rules, regulations guidelines issued hereunder, fixed 01.01.2013 as the Relevant Date and as certified by the Independent Valuer Rs.73/- (Rs. Seventy three only) as the issue price for issue of warrants convertible into equity shares of face value Rs.10/- only. The Shareholders at the extra ordinary general meeting held on 31.01.2013 have approved by way of special resolutions passed separately the issue of warrants to Companies under Promoters Group upto 30,00,000 (thirty lacs only) and 49,50,000 (forty nine lacs fifty thousand only) to Foreign Institutional Investors/Sub Account of Foreign Institutional Investors. The Board at the meeting held on 14.02.2013 has allotted 30,00,000 (thirty lacs only) warrants convertible into equity shares to Companies under Promoters group (15,00,000 warrants each to Gutte Infra Pvt. Ltd. and VRG Digital Corporation Pvt. Ltd.) and subject to the approval of Foreign Investment Promotion Board, 49,50,000 (forty nine lacs fifty thousand only to Foreign Institutional Investors / Sub Account of Foreign Institutional Investors. The Equity shares to be allotted on conversion of warrants shall rank pari passu in all respects with the existing equity shares.

Dividend

Your Directors are pleased to recommend a dividend @12%, i.e. @ Rs.1.20 per equity share of Rs.10/- each (previous year Rs.1.20 per equity share of Rs.10/- each) for the financial year ended 31st March, 2013.

Future Prospects

The Power business in India is on the expansion mode due to rapid industrialization, substantial expansion by industrial houses and population growth. The electricity sector in India had an installed capacity of 214.630 GW as on February 2013, the world''s fifth largest. Captive power plants generate an additional 31.5 GW. Non Renewable Power Plants constitute 87.55% of the installed capacity and 12.45% of Renewable Capacity. India generated 855 BU (855000 MU i.e. 855 TWh electricity during 2011-12 fiscal. The demand of Power is increasing every year due to growing need of the economy. The country''s annual electricity generation capacity has increased in last 20 years by about 130 GW, from about 66 GW in 1991 to over 100 GW in 2001, to over 199 GW in 2012. It is expected that current and approved electricity capacity addition projects in India are expected to add about 100 GW of installed capacity between 2012 and 2017. This growth makes India one the fastest growing markets for electricity infrastructure equipment. India''s installed capacity growth rates are still less than those achieved by China, and short of capacity needed to ensure universal availability of electricity throughout India by 2017.

In India, Thermal Power Plants constitutes more than 65% of total electricity generation and in coming years too it is expected that the major portion of growing need of electricity shall be met by thermal power plants.

The market for power transmission & distribution is also shining due to rapid increase in consumption of electricity as the per capita power consumption gradually increases to global levels.

Your Company being one of the leading niche energy player of India dealing in BOP and EPC business, shall continue to exploit emerging opportunities in Power sectors thermal power project, transmission & distribution, hydro power project or any other segment of power.

Road Sector - Future prospects

The Road sector constitutes a substantial part of infrastructure in India. India has a road network of 4.11 million Kms, the second largest in the world. It is estimated that more than 70% of freight and 85% of passengers'' traffic in the country is being handled by roads. Good transport system plays a key role in the development of economy and represents the overall growth status. The Road sector being a major constituent of transport system in India, should be well constructed & developed to meet the growing demand of national economy.

The Government of India also emphasized the need of well constructed and developed roads across the country and give major thrust to boost the road construction. In recent years, the road sector becomes an industry and offering huge opportunities to civil contractors, engineering companies, material suppliers, road equipment manufacturers.

Indian Government in its union budget 2012-13 has announced Allocation of funds of Rs.25,360 crores to Road Transport and Highways Ministry to boost/construct the roads / highways in India. In last year, Government has announced the work of construction of roads having length 8800 km to be awarded (construction of Roads) under NHDP and Completion of highway projects 44 per cent higher than in previous fiscal 2011-12. In the Union budget of 2012-13 Government of India has announced Investment in 12th Plan in infrastructure to go upto Rs.50,00,000 crore; half of this is expected from private sector.

In the annual budget of 2013-14, Government of India has announced to constitute a regulatory authority for road sector to supervise and speedup the road construction projects and announced 3000 kms of road projects in Gujarat, Madhya Pradesh, Maharashtra, Rajasthan and Uttar Pradesh will be awarded in the first six months of 2013-14.

Recently, Government of India has announced to achieve target of around 38,716 kms for construction and developments of roads/highways/bridges to be achieved during its 12th fifth year plan for 2012-17 with the investment target of more than Rs.3,97,000 crores to develop these projects during this period. These facts show the huge opportunities in the road construction business. Recently your Company has been venturing into with prestigious projects of around Rs.300 crores in road / bridge construction and shall try to explore opportunities in coming years.

Public Deposits

During the year ended 31st March, 2013, your Company has not accepted any deposits from the public.

Directors

As per Article 150 read with Article 149 of Articles of Association of the Company, Mr. Devesh N. Garg, and Mr. Parag A. Sakalikar, Directors of the Company are liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Board of Directors recommends their reappointment subject to the approval of shareholders in the ensuing annual general meeting.

On the recommendation of the Board, The members at the annual general meeting held on 27.09.2012, have approved the reappointment of Mr. Vijay Ratnakar Gutte, as a Whole time Director Finance with effect from 29th May 2012 for tenure of five years.

On the recommendation of the Board, The members at the annual general meeting held on 27.09.2012 have regularized the appointment of Mr. Siddharth Mehta as a Director (Independent non executive) of the Company liable to retire by rotation.

Mr. S. K. Kodandaramaiah Executive Director of the Company, due to his personal assignments, resigned from directorship with effect from 14.02.2013. The Board appreciated his contribution towards the growth of the Company and extended their good wishes for his future assignments.

The Board of Directors on the recommendation of the remuneration committee, and subject to such other approvals as may be required hereunder, appointed Mr. C. Venkatramana as additional director (executive category) of the Company with effect from 01.06.2013.

Directors Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

a) In the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation to material departure from the same, if there any.

b) 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 & fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2013 and of the Profit of the Company for the year ended on that date.

c) They have taken proper and sufficient care 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) They have prepared the annual accounts of the Company on a going concern basis.

Auditors Query & Management Reply

Auditors Query:-

In case of PBSPL-SHEL-JV, one of the joint venture of the Company, the audited financial statements are not available. The proportionate share of each of the assets, liabilities, income or expenses of the said Joint Venture has not been incorporated in the consolidated financial statements.

Management Reply:-

"Sunil Hitech Engineers Limited ("the Parent Company") has entered into a Joint Venture with Phenix Building Solutions Private Limited named as "PBSPL-SHEL-JV", a jointly controlled entity where in the Parent company holds 49% interest. The accounts of the said JV are under preparation and therefore, the proportionate share of each of assets, liabilities, income and expenses of the said JV has not been incorporated in the Consolidated Financial Statements."

Auditors Query:-

In case of MSMC Adkoli Natural Resources Limited, a joint venture of Sunil Hitech Energy Private Limited, one of the subsidiaries of the Company, the audited financial statements are not available. The proportionate share of each of the assets, liabilities, income or expenses of the said Joint Venture has not been incorporated in the consolidated financial statements.

Management Reply:-

"MSMC Adkoli Natural Resources Limited is a JV company of Sunil Hitech Energy Private Limited, one of the subsidiary of the parent company (As per Accounting Standard -21 issued by the Institute of Chartered Accountants of India, New Delhi) and Maharashtra State Mining Corporation Limited. The accounts of the said JV Company are under preparation and therefore, the proportionate share of each of assets, liabilities, income and expenses of the said JV has not been incorporated in the Consolidated Financial Statements."

Auditors

M/s Kapoor & Parekh Associates, Chartered Accountants, (having ICAI FRN 104803W), shall hold office only up the conclusion of ensuing annual general meeting and are eligible for reappointment. The Company has received letter from them that their reappointment, if made shall be within the limit prescribed under section 224(1 B) of the Companies Act, 1956, and that they are not disqualified for reappointment under the provisions of section 226 of the said Act.

Management Discussion and Analysis Report

A detailed review of operational performance and future outlook of the Company is given under the Management Discussion and Analysis Report which forms part of this Report.

Corporate Governance Report

As required by the Clause 49 of the Listing Agreement with stock exchanges, Corporate Governance Report and a certificate confirming compliance with requirements of corporate governance forms part of this report.

Notes on Subsidiaries

For the financial year ended on 31st March, 2013, your Company has two subsidiaries namely 1) SEAM Industries Limited & 2) SHEL Investments Consultancy Pvt. Ltd.

Your Board is not attaching the Balance sheet, Profit & Loss Account and other documents of subsidiary Companies with the Balance Sheet of the Company as required under the provisions of the section 212 of the Companies Act, 1956. In addition to the above, Statement under section 212 of the Companies Act, 1956 has been attached with the Annual Report.

In continuance with the above and in accordance with the General Circular no. 2/2011 dated 8th February 2011, issued by the Ministry of Corporate Affairs, Government of India, Your Board of Directors consents that annual accounts of the subsidiary companies and the related detailed information shall be made availableto Shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the holding Company and of the subsidiary companies concerned and also the complete annual accounts of the subsidiaries shall be posted on the web site of the Company www.sunilhitech. com. Details of Financial Statement of Subsidiary Companies form part of this Annual Report.

Transfer of Unpaid / Unclaimed share application money & dividend to Investor Education and protection Fund

Your Company had balances of unpaid share application money in the Escrow Accounts maintained with Deutsche Bank AG, Fort Mumbai and with ICICI Bank Limited, CMS, Lower Parel, Mumbai from the financial year 2005-06. These share application monies have been received by the Company at the time of IPO during the financial year 2005-06. These unpaid share application monies have been transferred to the Investor Education and protection Fund of the Central Government in accordance with the provisions of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules 2001. Similarly your Company has balances of unpaid dividend amount of financial year 2005-06, which is due to be transferred to Investor Education and protection Fund in this financial year.

We have sent the reminders to the shareholders having unclaimed / unpaid dividend with our Company for financial years 2005-06, 2006-07, 2007-08 & 2010-11 and we have received reply from few of them claiming their dividend amount. We are in the process of making payment of those unpaid / unclaimed dividend of earlier years.

Consolidated Accounts

As required under Clause 32 of Listing Agreements with Stock Exchanges, Consolidated Financial Statement of the Company and its subsidiaries as aforesaid have been attached with the annual accounts of the Company.

Insurance

All the Assets of the Company are adequately insured against risk and uncertainty.

Particulars of Employees

As required by the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 , Statement of particulars of employees forming part of the Directors Report of the year ended on 31st March, 2013 are as follows;

Note:

1. Nature of employment - Contractual.

2. Mr. Ratnakar Manikrao Gutte is related with Mr. Sunil Ratnakar Gutte - Joint Managing Director, Mrs Sudhamati Ratnakar Gutte - Executive Director and Mr. Vijay Ratnakar Gutte Executive Director and Mr. M. N. Mohanan is not related with any Director of the Company.

3. Shareholding of these Directors mentioned in the Report on Corporate Governance.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information in accordance with the provisions 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 are set out below;

(A) Conservation of Energy

Your Company is continuously taking initiatives to ensure the optimum utilization of energy available in day to day operations not only in offices but also at different sites of execution of various projects. Your Company uses energy efficient lighting devices, light fittings to save energy, capacitor bank / devices to maintain power factor and plant & equipment which are environment and power efficient.

(B) Technology Absorption

Your Company is doing its business by ensuring optimum utilization of its available resources. Your Company has not taken any research & development activity so far. It has been executing its projects by using modern techniques, modern machineries and by ensuring the optimum utilization of its technical, professional and skilled manpower.

(C) Foreign Exchange Earnings and Outgo

The Company has incurred the following expenses in foreign currency as per ''Notes on Accounts'' during the financial year 2012-2013, the rupee equivalent of that amount has been given hereunder;

Particulars Rs.in Lacs

Total Expenditure 11,796.48

Total Earning 3,776.12



Acknowledgement

Your Directors take this opportunity to express their gratitude for the valuable support extended by the customers, banks, financial institutions, investors, business associates, central & state government authorities. Your Directors also appreciates the employees at all levels for their continued support to the Company. Your Directors believe that with the whole hearted support of employees, stakeholders, bankers and our valuable customers, we will continuously excel in the path of success and growth.

By the order of the Board

Sunil Hitech Engineers Limited

Place: Nagpur, Maharashtra Ratnakar M anikrao Gutte Sunil Ratnakar Gutte

Date: 14.08.2013 Chairman & Managing Director Joint Managing Director


Mar 31, 2012

The Directors are pleased to present the Fourteenth Annual Report of the Company together with the Audited Financial Results for the year ended on 31st March, 2012.

Financial Results

The Financial Performance of the Company for the financial year ended on 31st March, 2012 is summarized below

(Rs in Lacs)

Particular 2011-2012 2010-2011

Net Sales / Income from Operations 85,559.27 73,008.94

Other Income 1,976.44 744.83

Total Income 87,535.71 73,753.77

Operating Profit 12,231.92 11,702.83

Interest & Financial Charges 4,708.07 3,419.23

Depreciation 3,084.18 2,617.96

Profit Before Tax 4,439.67 5,665.64

Taxation - Current 1,245.00 2,116.00

-Deferred Tax 82.36 (172.45)

- Income Tax for Prior Period 715.58 336.77

Profit after Taxation 2,396.73 3,385.31

Balance brought forward 8,820.66 5,944.62 Particular 2011-2012 2010-2011

Amount available for appropriations 11,217.38 9,329.93

Appropriations

Proposed Dividend on equity shares 147.30 147.30

Tax on Proposed Dividend 23.90 23.90

Amount transferred to General Reserve 186.17 338.08

Amount transferred to Balance Sheet 10,860.02 8,820.66

Operational Review

Your Company has registered the net turnover of Rs. 85,559.27 lacs for the financial year 2011 -12 as against Rs. 73,008.94 lacs in the previous year, thereby registered a growth of 17.19% over the last year's turnover. The operating profit of your Company for the financial year ended 31st March 2012 is Rs. 12,231.92 lacs, whereas it was Rs. 11,702.83 lacs during the last financial year.

Your Company has not any discontinued operation as on date.

Auditors Query and Management Reply

1. The Auditors raised a point in their Certificate on Corporate Governance that, the Company has not appointed an independent Director with in 31st March 2012 to meet the requirement of Clause 49 of the Listing Agreement to make balanced combination of Executive and Non Executive Independent Directors.

The Board replies that for want of suitable candidate, your Board could not appoint an Independent Director within 31st March 2012, but on 14.08.2012 Mr. Siddharth Mehta has been appointed by the Board as an Independent Director (Non executive) to meet the requirement of Clause 49 of the Listing Agreement.

Shifting of Registered Office

Your Board of Directors, vide their meeting held on 14.08.2012, subject to such other approvals, has recommended to shift the registered office of the Company from 'Ratnadeep Jaynagar, Parli Vaijnath, Dist- Beed, Pin - 431520 Maharashtra to '602, 6TH Floor Trade Centre, Bandra Kurla Complex, Bandra (East), Mumbai - 400 051, Maharashtra with in the state of Maharashtra under the jurisdiction of same Registrar of Companies, Ministry of Corporate Affairs, Mumbai.

Investment in Subsidiary Company - SEAM Industries Limited

Your Board of Directors, in view of the growth prospects of our subsidiary company 'SEAM Industries Limited' invested a sum of Rs. 4.20 crores in this Company and acquired 14,00,000 equity shares of Rs. 10/- each at premium of Rs. 20/- only.

Dividend

In the light of profitability of the Company, your Directors are pleased to recommend a dividend @12%, ie @ Rs. 1.20 per equity share of Rs. 10/- each (previous year Rs. 1.20 per equity share of Rs. 10/- each) for the financial year ended 31st March, 2012.

Future Prospects

India's Power Market is one of the largest in the world having high growth potential. The government aims to provide "power to all" by 2012. To achieve that promise, it will have to add as much as 1,00,000 MW of generation capacity. In the 12th Five year Plan Government of India has announced to invest more than Rs. 5,00,000 crores in construction segment of Power Projects as against Rs 2,63,000 crores in 11th Five year plan. In Infrastructure the proposed investment is Rs. 50 lacs crores under Public Private Partnership. These major initiatives of government to boost infrastructure shows the growth potential of construction business in India. Based on the above facts, the Construction business in India shall be very bright in coming years and your company being the leading Civil and Construction Company/ EPC Player of India, shall be on top with other leading players of this sector.

In addition to the above, Your Board wants to commence, subject to such other approvals as may be required under the provisions of the Companies Act, 1956, to undertake the activity of rural development social welfare, the business of general trader of any industrial, commercial or agricultural goods, commodities and of the business of hire purchase or leasing of all durable, industrial and commercial properties, assets, vehicles, machinery, equipment etc. These objects have been mentioned under Clause no. 34, 38 & 39 under the heading 'Other Objects' of the Memorandum of Association.

Public Deposits

During the year ended 31st March, 2012, your Company has not accepted any deposits from the public.

Directors

As per Article 1 50 of Articles of Association of the Company, Mr. M. N. Mohanan and Mr. S. K. Kodandaramaiah Executive Directors and Mr. Dilip Y. Ghanekar Independent Director of the Company are liable to retire by rotation in the forthcoming Annual General Meeting and being eligible, offer themselves for reappointment. The Board of Directors recommends their reappointment subject to the approval of shareholders in the ensuing annual general meeting.

On the recommendation of the Board, The members at the annual general meeting held on 29.09.2011 have appointed Shri Sonyabapu Shankar Waghmare as a Director (Independent non executive) of the Company liable to retire by rotation.

The Board of Directors vide their meeting held on 11th February 2012, subject to such other approvals, reappointed Mr. Vijay Ratnakar Gutte, whose five year term was expiring on 28th May 2012, as a Whole time Director Finance with effect from 29th May 2012 for tenure of five years.

The Board of Directors vide the meeting held on 14.08.2012, has appointed Mr. Sidhharth Mehta as an additional director (independent non executive) of the Company, who shall cease to hold his office on the date of ensuing annual general meeting. The notice of candidature of Mr. Siddharth Mehta for the office of Director has been received by the Company along with a deposit of adequate sum. The Board, in view of knowledge and experience of Mr. Sidhharth Mehta, recommends his appointment as a Director (independent non executive) of the Company, subject to the approval of members in the ensuing annual general meeting.

Directors Responsibility Statement

Pursuant to section 217(2AA) of the Companies Act, 1956, your Directors hereby confirm that:

a) In the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation to material departure from the same, if there any.

b) 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 & fair view of the state of affairs of the Company at the end of the financial year ended on 31st March, 2012 and of the Profit of the Company for the year ended on that date.

c) They have taken proper and sufficient care 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) They have prepared the annual accounts of the Company on a going concern basis.

Auditors

M/s Kapoor & Parekh Associates, Chartered Accountants, (having ICAI FRN 104803W), shall hold office only up the conclusion of ensuing annual general meeting and are eligible for reappointment. The Company has received letter from them that their reappointment shall be with in the prescribed limits under section 224(1 B) of the Companies Act, 1956, and that they are not disqualified for reappointment under the provisions of section 226 of the said Act.

The Board recommends the reappointment of M/s Kapoor & Parekh Associates, Chartered Accountants, subject to the approval of shareholders in the ensuing annual general meeting.

Management Discussion and Analysis Report

A detailed review of operational performance and future outlook of the Company is given under the Management Discussion and Analysis Report which forms part of this Report.

Corporate Governance Report

As required by the Clause 49 of the Listing Agreement with stock exchanges, Corporate Governance Report and a certificate confirming compliance with requirements of corporate governance forms part of this report.

Notes on Subsidiaries

For the financial year ended on 31st March, 2012, your Company has two subsidiaries namely 1) SEAM Industries Limited, & 2) SHEL Investments Consultancy Pvt. Ltd.

In accordance with the General Circular no. 2/2011 dated 8th February 2011, issued by the Ministry of Corporate Affairs, Government of India, Your Board of Directors consents that annual accounts of the subsidiary companies and the related detailed information shall be made available to Shareholders of the holding and subsidiary companies seeking such information at any point of time. The annual accounts of the subsidiary companies shall also be kept for inspection by any shareholders in the head office of the holding Company and of the subsidiary companies concerned and also the complete annual accounts of the subsidiaries shall be posted on the web site of the Company www.sunilhitech.com. Details of Financial Statement of Subsidiary Companies form part of this Annual Report.

In continuation of the above, , the Balance sheet, Profit & Loss Account and other documents of subsidiary Companies are not being attached with the Balance Sheet of the Company. In addition to the above, Statement under section 212 of the Companies Act, 1956 has been attached with the Annual Report.

Consolidated Accounts

As required under Clause 32 of Listing Agreements with Stock Exchanges, Consolidated Financial Statement of the Company and its subsidiaries as aforesaid have been attached with the annual accounts of the Company.

Insurance

All the Assets of the Company are insured against risk and uncertainty.

Particulars of Employees

As required by the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 the names and other particulars of employees are set out in the annexure 1 to the Directors' Report and forms part of this report.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information in accordance with the provisions 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 are annexed in annexure 2 and forms part of this report.

Acknowledgement

Your Directors take this opportunity to express their gratitude for the valuable support extended by the customers, banks, financial institutions, investors, business associates, central & state government authorities. Your Directors also appreciates the employees at all levels for their continued support to the Company. Your Directors believe that with the whole hearted support of employees, stakeholders bankers and our valuable customers, we will continuously excel in the path of success and growth.

By the order of the Board

Place: Nagpur, Maharashtra Ratnakar Manikrao Sunil Ratnakar Gutte Guttee Date: 14.08.2012 Chairman & Managing Joint Managing Director Director

 
Subscribe now to get personal finance updates in your inbox!