Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting forty first Annual Report of
Conart Engineers Limited along with the Audited Financial Statements
for the year ended March 31, 2015.
1 FINANCIAL PERFORMANCE (STANDALONE)
The Financial Performance for fiscal 2014-2015 is summarized in the
following table:
(Rs. In Lacs)
Particulars 2014-2015 2013-14
Revenue from Operations 1911.06 841.53
Total expenditure 1849.18 864.96
Operating Profit 61.88 (23.43)
Other Income 111.95 93.00
Profit Before Interest and Depreciation 173.86 69.57
Interest 2.90 6.65
Depreciation 53.03 47.01
Profit Before Tax 117.90 15.91
Provision for Taxation
(a) Current 21.80 2.15
(b) Deferred Tax of earlier year 0 0
written Back
(c) Deferred Tax (16.28) 5.59
(d) Fringe Benefit 0 0
(e) Prior Year Tax Adjustment 0 0
Profit after Tax 112.16 8.17
Balance carried to Balance sheet 844.61 836.44
Earnings Per Share (Rs.) 3.74 0.27
Company's Performance Overview
Your Company has been affected by the downturn in global & national
economy. The Company has incurred profit of Rs. 112.16 lacs during the
year as compared to previous year profit of Rs. 8.18 lacs, thus
increased its profitability. Pursuant to enactment of the Companies
Act, 2013 and its applicability for accounting periods commencing from
April 01, 2014, the Company has revised its policy of providing
depreciation on fixed assets as per schedule II to the Act.
Depreciation is now provided over the remaining useful life of fixed
assets for all assets as against policy of providing on straight line
basis as per schedule XIV of the Companies Act 1956. Consequently, the
depreciation for the Year ended March'15 is higher by Rs.4.87 Lacs.
Further an Amount of Rs. 97.83 Lacs towards depreciation up to the
period of March, 2015 has been charged to reserves and surplus account.
The increase in price of Materials and Labour continues to marginally
affect the profits of your Company. Your Company is aggressively
marketing to increase orders and increase turnover. Your directors are
pursuing various strategies to ensure a promising future.
2 DIVIDEND
The Board of Directors are of the opinion that the profit is to be
ploughed back and hence do not recommend dividend this year.
4 PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures with respect to the remuneration of Directors and employees
as required under Section 197 of Companies Act, 2013 and read with Rule
5(1) and (2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are forming part of this Annual
Report.
5 CORPORATE GOVERNANCE
Your Company continues to lay a strong emphasis on transparency,
accountability and integrity. The new Companies Act, 2013 and amended
Listing Agreement have strengthened the governance regime in the
country. Your Company is in compliance with the governance requirements
provided under the new law and had proactively adopted provisions of
the new law.
All the Directors (and also the members of the Senior Management) have
affirmed in writing their compliance with and adherence to the Code of
Conduct adopted by the Company. The details of the Code of Conduct are
furnished in the Corporate Governance Report attached to this Report.
The Managing Director has given a certificate of compliance with the
Code of Conduct as required under Clause 49 of the Listing Agreement
forms part of the Annual Report. Related Party disclosures/transactions
are detailed in Notes to the financial statements.
In line with the requirements of new law, your Company has constituted
new Board Committees. Your Company has in place all the statutory
Committees required under the law. Details of Board Committees along
with their terms of reference, composition and meetings ofthe Board and
Board Committees held during the year, are provided in the Corporate
Governance Report.
During the year, your Company has adopted new policies and amended
existing policies such as Policy on Related Party Transactions and
Whistle Blower Policy in line with new governance requirements. These
policies are available on the website of the Company at
www.conartengineers.com. The Company has established a vigil mechanism
for Directors and employees to report their genuine concerns.
A separate report on Corporate Governance is provided together with a
Certificate from the Statutory Auditors of the Company regarding
compliance of conditions of Corporate Governance as stipulated under
Clause 49 of the Equity Listing Agreement with the Stock Exchange(s). A
Certificate of the CEO and CFO of the Company in terms of sub-clause IX
of Clause 49 of Equity Listing Agreement, inter alia, confirming the
correctness of the financial statements and cash flow statements,
adequacy of the internal control measures and reporting of matters to
the Audit Committee, is also annexed.
6 DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
* Changes in the composition of the Board of Directors and other Key
Managerial Personnel
Mr. Sunil C Vakil was appointed as an independent Director by the Board
at the Board meeting held on June 26, 2014. Mrs. Pooja J Sura was
appointed as a woman director by the Board at the Board meeting held on
October 31, 2014. During the year Mr. Jimish J Sura was appointed a
Chief Financial Officer and Ms. Ketki Parikh as Company Secretary of
the Company. There was no other appointment or cessation of appointment
of key managerial personnel during the financial year.
* Independent Directors
The Board of the Company consists of 06 Directors, out of which three
are independent Directors, one women Director and two are whole time
Directors. The Company has received declarations from all the
Independent Directors of the Company confirming that they meet with the
criteria of independence as prescribed both under Section 149(6) of the
Companies Act, 2013 and under Clause 49 of the Listing Agreement with
the Stock Exchange, which has been relied on by the Company and placed
at the Board Meeting of the Company held on May 29, 2015.
* Retirement by rotation
In terms of Section 152 of the Companies Act, 2013, In terms of the
provisions of Companies Act, 2013 and in accordance with the Articles
of Association of the Company, Mr. Jimish Sura and Mr. Jitendra Sura
retire by rotation and being eligible for the reappointment have
offered themselves for reappointment. The Company has received
requisite notices in writing from members proposing Mr. Chandrakant
Patel, Mr. Harsh V. Patel and Mr. Sunil C Vakil for appointment as
Independent Directors. The Company has received requisite notices in
writing from member proposing candidature of Mrs. Pooja J Sura as
Director liable to retire by rotation.
* Re-appointments/Approvals for Executive Directors
In terms of the provisions of Companies Act, 2013 and in accordance
with the Articles of Association of the Company, Mr. Jitendra Sura was
appointed as Chairman and Managing Director for a period of five years
commencing from October 31,2014 and ending on October30, 2019.
Similarly, Mr. Jimish J Sura was appointed as Executive Director -
Finance, for a period of five years commencing from November 01,2014
and ending on October 31, 2019. The remuneration and other terms of
appointment is subject to approval by the Members as stated in Notice
convening Annual General Meeting forming part of this report.
7 AUDITORS
* Statutory Auditors
M/s. Govind Prasad & Co. Chartered Accountants (M. No. 047948), the
Auditors of the Company hold office till the conclusion of this ensuing
Annual General Meeting and are eligible for reappointment. The Company
has received a letter from M/s Govind Prasad & Co. Chartered Accountant
to the effect that their appointment as Auditors, if made would be
within the limits under Section 141(3)(g)oftheCompanies Act, 2013. The
appointment is accordingly proposed in the Notice of the Annual General
Meeting at for ratification by Members.
* Secretarial Auditors
During the year, Secretarial Audit was carried out by M/s. Sanjay
Dholakia & Associates (M. No. 2655) , a firm of Company Secretaries in
Practice, the Secretarial Auditor of the Company for the financial year
2014-15 Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. There are no qualifications, reservation or
adverse remark or disclaimer made by the auditor in the report save and
except disclaimer made by them in discharge of their professional
obligation. The detailed report on the Secretarial Audit is forming
part of this Annual Report.
8 INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company has been employing women employees in various cadres. There
were no instances taken place in the Company during the year which are
required to be reported under Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.
9 COMPLIANCES UNDER COMPANIES ACT, 2013
* Board Meetings held during the year
During the year, 5 meetings of the Board of Directors were held. The
details of the meetings are furnished in the Corporate Governance
Report which is forming part of Annual Report.
* Extract of Annual Return
The extract of Annual Return in Form MGT9 as required under Section
92(3) and Rule 12 of the Companies (Management and Administration)
Rules, 2014 is forming part of this Annual Report.
* Particulars of Loans, Guarantees or Investments under Section 186 of
the Companies Act, 2013
Pursuant to the clarification dated February 13, 2015 issued by
Ministry of Corporate Affairs and Section 186(11) of the Companies Act,
2013, the provisions of Section 186(4) of the Companies Act, 2013, the
relevant disclosure is given in the notes to financial statements.
* Remuneration Policy of the Company
The Remuneration policy ofthe Company comprising the appointment and
remuneration ofthe Directors, Key Managerial Personnel and Senior
Executives of the Company including criteria for determining
qualifications, positive attributes, independence of a Director and
other related matters has been provided in the Corporate Governance
Report forming part of this Annual Report.
* Related Party Transactions
All transactions entered by the Company with Related Parties were in
the Ordinary Course of Business and at Arm's Length pricing basis. The
Audit Committee granted omnibus approval for the transactions (which
are repetitive in nature) and the same was reviewed by the Audit
Committee and the Board of Directors.
There were no materially significant transactions with Related Parties
during the financial year 2014-15 which were in conflict with the
interest of the Company. Suitable disclosures as required under AS-18
have been made in the Notes to the financial statements. The Board had
approved policies on Related Party Transactions. The policy has been
uploaded on the Company's website.
* Risk Management Policy and Framework
The Company's risk management policy and framework is based on a clear
understanding of various risks, disciplined risk assessment and
measurement procedures and continuous monitoring. The policies and
procedures established for this purpose are continuously benchmarked
with industry best practices. The Board of Directors has oversight on
all the risks assumed by the Company. The Board reviews the level and
direction of major risks pertaining to market, liquidity, operational,
compliance, and capital at risk as part of risk profile overview.
The Audit Committee of the Board provides direction to and monitors the
quality of the internal audit function and also monitors compliance
with inspection and audit reports of statutory and internal auditors
ofthe Company.
* Board Evaluation
Pursuant to the provisions of the Companies Act, 2013 and Clause 49
ofthe Listing Agreement, Independent Directors at their meeting without
the participation ofthe Non-independent Directors and Management,
considered/evaluated the Boards' performance, Performance of the
Chairman and other Non-independent Directors.
The Board has undergone a formal review which comprised Board
effectiveness and review of materials. The Board subsequently evaluated
its own performance, the working of its Committees (Audit, Nomination
and Remuneration and Stakeholders Relationship Committee) and
Independent Directors (without participation of the relevant Director).
The criteria for performance evaluation have been detailed in the
Corporate Governance Report forming part of this Annual Report.
* Company's Code of Conduct for Prevention of Insider Trading
In accordance with the requirements ofthe Securities and Exchange Board
of India (Prohibition of Insider Trading) Regulations, 1992, the
Company has also in place a comprehensive code of conduct for
prevention of insider trading.
* Company's Code of Practices and Procedure for "Fair Disclosure of
Unpublished Price Sensitive lnformation."
With reference to Regulation 8.2 (Chapter - lV) ofthe SEBI (Prohibition
of lnsider Trading) Regulations, 2015, the Board of Directors of
Company has instituted a "Conart Engineers Limited Code of Practices
and Procedure for "Fair Disclosure of Unpublished Price Sensitive
lnformation".
* Code of Business Conduct and Ethics
The Code of Business Conduct and Ethics for Directors and employees of
the CONART aims at ensuring consistent standards of conduct and ethical
business practices across the Company. This Code is reviewed on an
annual basis and is available on the website ofthe Company. Pursuant to
Clause 49 of the Listing Agreement, a confirmation from the Managing
Director & CEO regarding compliance with the Code by all the Directors
and senior management forms part of this Annual Report.
* Vigil Mechanism/ Whistle Blower Policy
Pursuant to Section 177(9) ofthe Companies Act, 2013 read with Rule 7
ofthe Companies (Meetings of Board and its Powers) Rules, 2014 and
Clause 49 ofthe Listing Agreement, the Board of Directors had approved
the Policy on Vigil Mechanism/Whistle Blower and the same was hosted on
the website of the Company. This Policy inter-alia provides a direct
access to the Chairman ofthe Audit Committee.
Your Company hereby affirms that no Director/employee has been denied
access to the Chairman of the Audit Committee and that no complaints
were received during the year. Brief details about the policy are
provided in the Corporate Governance Report.
* Familiarisation Programme for Independent Directors
Independent Directors are familiarised with their roles, rights and
responsibilities in the Company as well as with the nature of industry
and business model of the Company through induction programmes at the
time of their appointment as Directors and through presentations on
economy & industry overview, key regulatory developments, strategy and
performance which are made to the Directors from time to time.
* CEO/CFO Certification
In terms of Clause 49 ofthe Listing Agreement, the certification by the
Managing Director & CEO and Chief Financial Officer on the financial
statements and internal controls relating to financial reporting has
been obtained and forming part of this Annual Report.
* Subsidiary, Associate and Joint Venture Companies
The Company does not have any subsidiary, associate or joint venture
Company, which is required to be reported under the Companies Act,
2013.
* Deposits
During the year under review, your Company did not accept any deposits
within the meaning of provisions of Chapter V - Acceptance of Deposits
by Companies of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
* Significant and Material Orders Passed By the Regulators or Courts or
Tribunals Impacting the Going Concern Status of the Company
There are no significant and/or material orders passed by the
Regulators or Courts or Tribunals which would impact the going concern
status ofthe Company and its future operations.
* Human Resource
Your Company's Human Resource agenda remained focused on reinforcing
the key thrust areas, building an inclusive culture and a strong talent
pipeline, institutionalising mission critical capabilities in the
organisation, driving greater employee engagement and continuing to
focus on progressive employee relation policies.
* Internal Control and Its Adequacy
The Company has adequate internal controls and processes in place with
respect to its financial statements which provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements. These controls and processes are driven through
various policies, procedures and certifications. The processes and
controls are reviewed periodically. The Company has a mechanism of
testing the controls at regular intervals for their operating
effectiveness to ascertain the reliability and authenticity of
financial information.
* Absorption, Foreign Exchange Earnings and Outgo
The particulars prescribed under Section 134 ofthe Companies Act, 2013
read with Rule 8 (3) ofthe Companies (Accounts) Rules, 2014, relating
to Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo, the Company has taken the required steps and has
been consistently exercising necessary vigilance in the direction of
Energy conservation, which is of paramount importance. During the
Financial year 14-15, total Foreign Exchange used and earned was Nil.
Your Company has successfully renewed its accreditation as an ISO
9001:2008 Company from Joint Accreditation System of Australia and New
Zealand (JAS-ANZ). Your Directors are confident that a bright future
lies ahead for your Company.
The Company has used information technology extensively in its
operation and is continuously upgrading in consonance with the latest
technology as per industry standard.
* Material changes and commitments affecting the financial position of
the Company which have occurred between March 31,2015 and August 07,
2015 (date of the Report)
There were no material changes and commitments affecting the financial
position of the Company between the end of financial year (March 31,
2015) and the date of the Report (August 7, 2015).
* Disclosure under Rule 5 of the Companies (Appointment & Remuneration)
Rules, 2014
Disclosure required under Section 197 of the Companies Act, 2013 read
with Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014
have been annexed to this report.
* Directors' Responsibility Statement
To the best of our knowledge and belief and according to the
information and explanations obtained by us, your Directors make the
following statements in terms of Section 134(3)(c) of the Companies
Act, 2013 that:
a) In the preparation ofthe annual financial statements for the year
ended March 31,2015, the applicable Accounting Standards had been
followed along with proper explanation relating to material departures.
b) For the financial year ended March 31, 2015, such accounting
policies as mentioned in the Notes to the financial statements have
been applied consistently and judgments and estimates that are
reasonable and prudent have been made so as to give a true and fair
view ofthe state of affairs ofthe Company and ofthe Profit and Loss
ofthe Company for the year ended March 31, 2015.
c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions ofthe
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
d) The annual financial statements have been prepared on a going
concern basis.
e) Proper internal financial controls were followed by the Company and
that such internal financial controls are adequate and were operating
effectively.
f) Proper systems to ensure compliance with the provisions of all
applicable laws were in place and that such systems were adequate and
operating effectively.
10 AUDITOR'S REPORT
The Report given by the Auditors on the financial statements ofthe
Company is part of this Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Statutory
Auditors in their Report and by Company Secretary in practice in his
Secretarial Audit Report.
11 GREEN INITIATIVES IN CORPORATE GOVERNANCE
In line with the 'Green Initiative' since the last four years, the
Company has effected electronic delivery of Notice of Annual General
Meeting and Annual Report to those shareholders whose email ids were
registered with the respective Depository Participants and downloaded
from the depositories viz. National Securities Depository Limited /
Central Depository Services (India) Limited. The Companies Act, 2013
and the underlying rules as well as Clause 32 ofthe Listing Agreement
permit the dissemination of financial statements in electronic mode to
the shareholders.
Your Directors are thankful to the shareholders for actively
participating in the Green Initiative and seek your continued support
for implementation ofthe green initiative.
12 APPRECIATION
The Board wishes to place on record its gratitude to the Company's
customers, consultants, auditors and various Government authorities for
their valuable support and guidance. The Board also places on record
its sincere gratitude to all stakeholders including shareholders,
valued clients, architect, consultant, contractors, suppliers and well
wishers for their goodwill, patronage and wholehearted support. The
Board also records the concentrated efforts put in and the valuable
contribution made by the staff at all levels of your Company and looks
forward to their unwavering commitment and teamwork for the all- round
progress ofthe Company.
For and on behalf of the Board
Place: Vadodara Jitendra S. Sura
Date : 7th August, 2015 Chairman & Managing Director
DIN : 0480172
Mar 31, 2014
To the Members of
CONART ENGINEERS LIMITED
The Directors have pleasure in presenting their Fortieth Annual Report
and the Audited Statement of Accounts for the financial year ended
March 31, 2014.
FINANCIAL REVIEW
(Rs. In lakhs)
Particulars 2013-14 2012-13
Gross revenue 841.53 2445.99
Total expenditure 864.96 2474.99
Operating Profit -23.43 -29.00
Other Income 93.00 59.87
Profit Before Interest and Depreciation 69.57 30.87
Interest 6.65 21.12
Depreciation 47.01 46.96
Profit Before Tax 15.91 -37.21
Provision for Taxation
(a) Current 2.15 15.06
(b)Deferred Tax earlier year written Back 0.00 0.00
(c) Deferred Tax 5.59 -28.67
(d) Fringe Benefit 0.00 0.00
(e) Prior Year Tax Adjustment 0.00 0.00
Profit after Tax 8.17 -23.60
Balance Brought forward from earlier year 836.44 860.04
Amount available for appropriations 844.61 836.44
Appropriation
Transfer to General Reserve 0.00 0.00
Proposed Dividend 0.00 0.00
Tax on Proposed Dividend 0.00 0.00
Balance carried to Balance sheet 836.44 860.04
PERFORMANCE REVIEW
Your company has been affected by the downturn in global & national
economy thus leading to reduced turnover and drop in profitability. The
increase in price of Materials and Labour continues to marginally
affect the profits of your company. Your company is aggressively
marketing to increase orders and increase turnover. Your directors are
pursuing various strategies to ensure a promising future. This includes
recent diversification in the field of Project Management services.
BUSINESS PROSPECTS
In the current Budget the Government has earmarked huge funds for
development of infrastructure. The Government is also committed to
boost the Indian economy for overall growth. The company continues to
receive inquiries for new projects from existing customers as well as
through customer references. All these factors are positive indicators
for your company.
NEW STANDARD ADOPTED
Your company has successfully renewed its accreditation as an ISO
9001:2008 company from Joint Accreditation System of Australia and New
Zealand (JAS-ANZ).Your Directors are confident that a bright future
lies ahead for your company.
DIVIDEND
The Board of Directors are of the opinion that the profit is to be
ploughed back and hence do not recommend dividend this year.
DEPOSITORY SYSTEM:
87.85% of the equity shares of the company are dematerialized as on
31st March, 2014.
DIRECTORS:
In terms of the provisions of Companies Act, 2013 and in accordance
with the Articles of Association of the Company, Mr. Jimish Sura and
Mr. Jitendra Sura retire by rotation and being eligible for the
reappointment have offered themselves for reappointment. The Company
has received requisite notices in writing from members proposing Mr.
Chandrakant Patel, Mr. Harsh V. Patel and Mr. Sevantilal P. Shah for
appointment as Independent Directors.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Companies Act, 2013 and under Clause 49 of the Listing Agreement
with the Stock Exchanges.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors
confirm the following:
1. The applicable Accounting Standards have been followed in the
preparation of the Annual Accounts and proper explanation has been
furnished, relating to material departures.
2. Accounting policies have been selected and applied consistently and
reasonably, and prudent judgments and estimates have been made so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company for that
period.
3. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
4. The Annual Accounts for the year ended on 31st March, 2014 have
been prepared on a going concern basis.
CORPORATE GOVERNANCE
A separate report on corporate Governance is furnished along with this
report and the Auditors'' Certificate regarding the compliance of the
said code is annexed thereto.
FIXED DEPOSIT:
The Company has not accepted any deposits from the public and its
directors.
PARTICULARS OF EMPLOYEES:
The Company has no employee drawing remuneration equal to or more than
the limits prescribed u/s 217(2A) of the Companies Act, 1956
CONSERVATION OF ENERGY
The Company has taken the required steps and has been consistently
exercising necessary vigilance in the direction of Energy conservation,
which is of paramount importance.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the Financial year 13-14, total Foreign Exchange used and earned
was Nil.
TECHNOLOGY ABSORPTION
The Company is continuously upgrading its Machinery in consonance with
the latest technology in the construction industry.
AUDITORS
M/s. Govind Prasad & Co. Chartered Accountants, the Auditors of the
Company hold office till the conclusion of this ensuing Annual General
Meeting and are eligible for reappointment. The Company has received a
letter from M/s Govind Prasad & Co. Chartered Accountant to the effect
that their appointment as Auditors, if made would be within the limits
under Section 141(3)(g) of the Companies Act, 2013.
SECRETARIAL AUDITORS
As a measure of good Corporate Governance Practice and as mandated by
the Provisions of Companies Act, 2013, the Board of Directors of the
Company appointed M/s. Samdani Shah & Associates, a firm of practicing
Company Secretaries to conduct the Secretarial Audit for the Financial
Year 2014-15.
LISTING OF SHARES
The Company''s Equity Shares are presently listed on BSE Ltd, Mumbai.
APPRECIATION
The Board wishes to place on record its gratitude to the Company''s
bankers, consultants, auditors and various Government authorities for
their valuable support and guidance. The Board also places on record
its sincere gratitude to all stakeholders including shareholders,
valued clients, architect, consultant, contractors, suppliers and well
wishers for their goodwill, patronage and wholehearted support. The
Board also records the concentrated efforts put in and the valuable
contribution made by the staff at all levels of your Company and looks
forward to their unwavering commitment and teamwork for the all-round
progress of the Company.
On behalf of the Board of Directors
For Conart Engineers Limited
Place: Vadodara Jitendra S. Sura
Date: 29th May, 2014 Chairman / Managing Director
Mar 31, 2012
TO THE MEMBERS OF CONART ENGINEERS LIMITED
The Directors have pleasure in presenting their Thirty-Eighth Annual
Report and the Audited Statement of Accounts for the Financial year
ended March 31, 2012.
FINANCIAL REVIEW
(Rupees In Lakhs)
2011-12 2010-11
Gross revenue 2652.15 3902.07
Total expenditure 2520.59 3818.76
Operating Profit 131.56 83.31
Other Income 45.84 85.82
Profit Before Interest and Depreciation 177.40 169.13
Interest 19.87 20.89
Depreciation 47.83 47.87
Profit Before Tax 109.70 100.37
Provision for Taxation
(a) Current (28.41) (16.05)
(b) Deferred Tax earlier
year written Back 0.00 0.00
(c) Deferred Tax 2.57 6.89
(d) Fringe Benefit 0.00 0.00
(e) Prior Year Tax Adjustment 0.00 0.00
Profit after Tax 78.72 77.43
Balance Brought forward from
earlier year 779.80 702.37
Amount available for appropriations 858.53 779.80
Appropriation
Transfer to General Reserve 0.00 0.00
Proposed Dividend 0.00 0.00
Tax on Proposed Dividend 0.00 0.00
Balance carried to Balance sheet 858.53 779.80
PERFORMANCE REVIEW
Your company has maintained profitability levels in spite of reduced
turnover. The increase in price of Materials and Labour continues to
marginally affect the profits of your company. Your company is
aggressively marketing to increase orders and increase turnover. Your
directors are pursuing various strategies to ensure a promising future.
This includes recent diversification in the field of Project Management
services.
BUSINESS PROSPECTS:
In the current Budget the Government has earmarked huge funds for
development of infrastructure. The Government is also committed to
boost the Indian economy for overall growth. The company continues to
receive inquiries for new projects from existing customers as well as
through customer references. All these factors are positive indicators
for your company.
NEW STANDARD ADOPTED:
Your company has successfully renewed its accreditation as an ISO
9001:2008 company from Joint Accreditation System of Australia and New
Zealand (JAS-ANZ).Your Directors are confident that a bright future
lies ahead for your company.
DIVIDEND:
The Board of Directors are of the opinion that the profit is to be
ploughed back and hence do not recommend dividend this year.
DEPOSITORY SYSTEM:
87.37% of the equity shares of the company are dematerialized as on
31st March 2012.
DIRECTORS:
In accordance with the provisions of The Companies Act, 1956 and in
accordance with the Articles of Association of the Company, Mr.
Sevantilal P. Shah and Mr. Pradip R. Sura retire by rotation and being
eligible for the reappointment have offered themselves for
reappointment.
DIRECTORS'RESPONSIBILITYSTATEMENT
The applicable Accounting Standards have been followed in the
preparation of the Annual Accounts and proper explanation has been
furnished, relating to material departures.
Accounting policies have been selected and applied consistently and
reasonably, and prudent judgments and estimates have been made so as
to give a true and fair view of the state of affairs of the Company at
the end of the financial year and of the profit of the Company for that
period.
Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities The Annual
Accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE:
A separate report on corporate Governance is furnished along with this
report and the Auditors' Certificate regarding the compliance of the
said code is annexed there to.
FIXED DEPOSIT:
The Company has not accepted any deposits from the public / directors.
PARTICULARS OF EMPLOYEES:
The Company has no employee drawing remuneration equal to or more than
the limits prescribed U/S217(2A)of the Companies Act, 1956
CONSERVATION OF ENERGY
The Company has taken the required steps and has been consistently
exercising necessary vigilance in the direction of Energy conservation,
which is of paramount importance.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the financial year, total foreign exchange used and earned was
Rs. NIL/-and Rs. NIL/-respectively.
TECHNOLOGY ABSORPTION
The Company is continuously upgrading its Machinery in consonance with
the latest technology in the construction industry.
AUDITORS
M/s. Govind Prasad & Co. Chartered Accountants, the Auditors of the
Company hold office till the conclusion of this ensuing Annual General
Meeting and are eligible for reappointment. The Company has received a
letter from M/s Govind Prasad & Co. Chartered Accountant to the effect
that their appointment as Auditors, if made would be within the limits
under Section 224(1 B) of the Companies Act, 1956.
LISTING OF SHARES
The company's Equity Shares are presently listed on Mumbai Stock
Exchange.
APPRECIATION
The Board wishes to place on record its gratitude to the Company's
bankers, consultants, auditors and various Government author cities for
their valuable support and guidance. The Board also places on record
its sincere gratitude to all stakeholders including shareholders,
valued clients, architect, consultant, contractors, suppliers and well
wishers for their goodwill, patronage and wholehearted support. The
Board also records the concentrated efforts Putin and the valuable
contribution made by the staff at all levels of your Company and looks
forward to their unwavering commitment and teamwork for the all-round
progress of the Company.
On behalf of the Board of Directors
For CONART ENGINEERS UMITED
Place: Vadodara (Mr.Jitendra S. Sura)
Date: 4th August, 2012 Chairman / Managing Director
Mar 31, 2010
The Directors have pleasure in presenting their Thirty-Sixth Annual
Report and the Audited Statement of Accounts for the financial year
ended March 31,2010.
FINANCIAL REVIEW
(Rupees In Lacs)
2009-10 2008-09
Gross revenue 2692.87 2847.81
Total expenditure 2453.53 2608.56
Operating Profit 239.34 239.25
Other Income 50.47 45.32
Profit Before Interest and Depreciation 289.81 284.57
Interest 10.12 10.87
Depreciation 34.84 29.77
Profit Before Tax 244.85 243.93
Provision for Taxation
(a) Current (75.75) (78.10)
(b) Deferred Tax earlier year written Back 0.00 0.00
(c) Deferred Tax (2.56) (0.54)
(d) Fringe Benefit 0.00 (3.59)
(e) Prior Year Tax Adjustment 0.00 0.00
Profit after Tax 166.54 161.70
Balance Brought forward from earlier year 595.81 434.11
Amount available for appropriations 762.36 595.81
Appropriation Transfer to General Reserve 25.00 0.00
Proposed Dividend 30.00 0.00
Tax on Proposed Dividend 4.99 0.00
Balance carried to Balance sheet 702.37 595.81
PERFORMANCE REVIEW:
Your company has registered a robust growth in turnover of about 12%.
The increase in price of Materials and Labour continues to marginally
affect the profits of your company. Your company is aggressively
marketing to increase orders and increase turnover. Your directors are
pursuing various strategies to ensure a promising future.
BUSINESS PROSPECTS:
In the current Budget the Government has earmarked huge funds for
development of infrastructure. The Real Estate sector is also reviving
since the corporate world has forecast a turnaround. The capex plans
are now being implemented by corporate world. The Government is also
committed to boost the Indian economy for overall growth. All these
factors are positive indicators for your company.
NEW STANDARD ADOPTED:
Your company has successfully renewed its accreditation as an ISO
9001:2008 company from JAS, Australia and Newzealand (JAS-ANZ).
Your Directors are confident that a bright future lies ahead for the
Real Estate Sector and your company.
DIVIDEND:
The Board of Directors recommend a dividend of 10% on equity shares
i.e. Rs. V- per share.
DEPOSITORY SYSTEM:
86.44% of the equity shares of the company are dematerialised as on
31st March, 2010.
DIRECTORS:
in accordance with the provision of the Company Act, 1956 and in
accordance with the Articles of Association of the Company, Mr, Harshad
Javeriand Mr. Pradip R Sura retire by rotation and being eligible for
the reappointment have offered themselves for reappointment.
Mr. Chandrakant R Patel was appointed as an additional director of the
company during the year with effect from 30lh October, 2009 and his
term has been expiring at the ensuing Annual General Meeting and being
eligible for re-appointment
DIRECTORS RESPONSIBILITY STATEMENT
The applicable Accounting Standards have been followed in the
preparation of the Annua Accounts and proper explanation has been
furnished, relating to material departures.
Accounting policies have been selected and applied consistently and
reasonably, and prudent judgments and estimates have been made so as to
give a true and fair view of the state of affairs of the Company at the
end of the financial year and of the profit of the Company for that
period.
Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities. æ.
The Annual Accounts have been prepared on a going concern basis.
CORPORATE GOVERNANCE:
A separate report on corporate Governance is furnished along with this
report and the
Auditors Certificate regarding the compliance of the said code is
annexed there to.
FIXED DEPOSIT:
The Company has not accepted any deposits from the public / directors.
PARTICULARS OF EMPLOYEES:
The Company has no employee drawing remuneration equal to or more than
the limits prescribed U/S 217(2A)of the Companies Act, 1956
CONSERVATION OF ENERGY
The Company has taken the required steps and has been consistently
exercising necessary vigilance in the direction of Energy conservation,
which is of paramount importance.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the financial year, total foreign exchange used and earned was
Rs.Nil and Rs.Nil/ - respectively.
TECHNOLOGY ABSORPTION
The Company is continuously upgrading its Machinery in consonance with
the latest technology in the construction industry.
AUDITORS
M/s. Govind Prasad & Co. Chartered Accountants, the Auditors of the
Company hold office till the conclusion of this ensuing Annual General
Meeting and are eligible for reappointment. The Company has received a
letter from M/s Govind Prasad & Co. Chartered Accountant to the effect
that their appointment as Auditors, if made would be within the limits
under Section 224( 1B) of the Companies Act, 1956.
LISTING OF SHARES
The companies Equity Shares are presently listed on Mumbai Stock
Exchanqe.
APPRECIATION
The Board wishes to place on record its gratitude to the Companys
bankers, consultants, auditors and various Government authorities for
their valuable support and guidance. The Board also places on record
its sincere gratitude to all stakeholders including shareholders,
valued clients, architect, consultant, contractors, suppliers and well
wishers for their goodwill, patronage and wholehearted support. The
Board also records the concentrated efforts put in and the valuable
contribution made by the staff at all levels of your Company and looks
forward to their unwavering commitment and teamwork for the all-round
progress of the Company.
On behalf of the Board of Directors
For CONART ENGINEERS LIMITED
Place: Mumbai (Mr. Jitendra S. Sura)
Date: 29h May 2010 Chairman / Managing Director