Mar 31, 2018
The Members,
The Directors are pleased to present the 20th Annual Report together with the Balance Sheet and Statement of Profit and Loss for the year ended 31st March, 2018.
FINANCIAL SUMMARY HIGHLIGHTS
The highlights of the performance
(Amt in Rs.)
Particulars |
For the year ended 31st March, 2018 |
For the year ended 31st March, 2017 |
TOTAL INCOME |
||
Contract Receipts |
1077006153 |
1079661733 |
Other Income |
78725095 |
13140905 |
Total |
1155731248 |
1092802638 |
TOTAL EXPENDITURE |
||
Works Cost |
1066132018 |
1065010866 |
Operations and Other Exp. |
18464235 |
15093056 |
Depreciation |
14757668 |
15422578 |
PROFIT/ (LOSS) |
41290161 |
9756207 |
Tax |
||
Current Tax |
3700000 |
-3969423 |
Deferred Tax Assets/(Liabilities) |
2063854 |
1959818 |
Bal. B/f. Prior period Adj. |
||
BALANCE CARRIED TO BALANCE SHEET |
10413937 |
7746602 |
PERFORMANCE REVIEW:
During the year under review Income from Operations increased to Rs. 11077006153/- from Rs. 1079661733/- in previous year.
The Net Profit after charging interest, depreciation, tax and deferred tax liability stood at Rs. 1,04,13,937/-.
The Company is in Infrastructure business of Construction of highways, expressways, turnkey projects roads, bridges, tunnels, etc. However your Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased turnover in the years to come.
DIVIDEND
Your Directors do not recommend any dividend for the year under consideration due to insufficient profit.
TRANSFER TO RESERVES
Your Directors recommend, transferring of Rs. 1312901232/- to general reserve for the financial year 2017-18.
PREFERENTIAL ALLOTMENTS
The Company has issued 1,50,00,000 (One Crore Fifty Lakhs) convertible warrants on a preferential basis to the others i.e. persons/entities not forming part of the Promoters / Promoter Group vide Extra-ordinary General Meeting held on January 10, 2017.
During the financial year 2017-18, the Company has issued and allotted 30,62,500 equity shares to others i.e. persons/ entities not forming part of the Promoters / Promoter Group at a price of Rs. 16/- on preferential basis in accordance with and in terms of the provisions of Sections 42 and 62(1)(c) of the Companies Act, 2013 read with rules framed there under, SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009, as amended from time to time and other applicable laws.
SHARE CAPITAL
The paid up Equity Share Capital as on 31at March, 2018, was Rs. 14,85,53,000/-
During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options nor any sweat equity.
FINANCE
Cash and cash equivalent as on March 31, 2018 was Rs. 70717344/-. The company continues to focus on judicious Management of its working capital, Receivables, inventories and other working capital parameters are kept under strict checked by continuing monitoring.
DEPOSITS
The Company has not accepted any deposits during the year which would be covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as amended time to time.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company has not given any loans or guarantees or made investment beyond the limits mentioned under the provisions of Section 186 of the Companies Act, 2013. The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions (Annexure- A). The Company has formulated a Related Party Transactions Policy brief of which is given in corporate governance report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company hence Corporate Social Responsibility (CSR) Committee is not constituted and no amount is paid on CSR activities.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 read with Schedule V of the Listing Regulations is given separately which may be taken as forming a part of this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal control system, commensurate with the size of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.
The Companyâs Internal Auditorâs submit quarterly reports which are placed before the Audit Committee. Based on the report, significant audit observations and corrective actions thereon are presented to the Board.
RISK MANAGEMENT
Pursuant to Section 134 (3) (n) of the Companies Act, 2013, company has the Risk Management Plan. The details of risk have been covered in the Management Discussion and Analysis Report forming part of the Boardâs report.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
As per the provisions of Section 177(9) of the Companies Act, 2013 (âActâ), and listing regulation the Company is required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns.
The Company has a Whistle Blower Policy to deal with the instances of fraud and mismanagement. The brief of the policy are explained in the Corporate Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no cases reported during the year ended March 31, 2017 under this policy.
SUBSIDIARIES AND ASSOCIATES
The Company has no subsidiary, associates and Joint Venture company. Hence, the consolidated financial results are not prepared for the year ended 31st March, 2018
Disclosure pursuant to Section 197 (14) of Companies Act 2013 is not applicable to the Company.
DIRECTORS
Induction of Director:
On the recommendations of the Nomination and Remuneration Committee, your directors appointed Mrs. Dimple D Geruja was appointed as Director (Non- Executive, Independent) on the Board of the Company for a period of 5 years. as an Independent Director with effect from 19th April, 2017 and Ms. Kajol Oswal was appointed as Company Secretary with effect from 19th April, 2017
On the recommendations of the Nomination and Remuneration Committee, your directors appointed Mr. V.D. Sharma, Mr. Prabir Ghosh and Mr. Ratan Sanil as a Additional Director (Non- Executive, Independent) on the Board of the Company.as an Independent Director with effect from 14th December, 2017
Directors retiring by rotation
In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Gulshan Vijay Chopra, Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment. He has confirmed that he is not disqualified from being appointed as a Director in terms of Section 164 of the Act.
The profile of the Directors seeking re-appointment pursuant to the Listing Regulation and Companies Act, 2013 is included in the notice which forms part of this Annual Report.
Resignation of Director
During the year under review, Mr. Akash Madan, independent Director resigned w.e.f. 24th october 2017.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received Declarations of Independence as stipulated under Section 149 of the Companies Act, 2013 from Independent Directors confirming that they are not disqualified from appointing/continuing as Independent Director.
BOARD MEETINGS
During the year ended 31st March, 2018, the Board met eight times and the gap between two Board Meetings did not exceed 120 days. Details of the Board Meeting are given in the Corporate Governance Report.
COMMITTEE OF THE BOARD
Currently, there are four (4) Committees of the Board, namely
- Audit Committee
- Nomination and Remuneration Committee
- Investors'' Grievance Committee / Stakeholders Relationship Committee
- Management Committee
The Board decides the terms of reference for these Committees. Minutes of meetings of the Committees are placed before the Board for information. The details as to the composition, terms of reference, number of meetings and related attendance, etc., of these Committees are provided in detail, in the Corporate Governance Report, which forms a part of this Annual Report.
BOARDâS EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations the Board carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A meeting of the Independent Directors was held during the year under review.
TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS
Every new Independent Director of the Board is familiarised by the Executive Directors/ Senior Managerial Personnel about the Company''s strategy, operations, organisation structure, human resources, quality, finance and risk management.
Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements and during the year, no reportable material weaknesses in the design or operation were observed.
AUDIT COMMITTEE
The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report. All the recommendations made by the Audit Committee were accepted by the Board.
COMPANYâS REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee and pursuant to Listing Regulations and Section 178 of the Companies Act, 2013, framed a policy for selection and appointment of Directors, Key Managerial Personnel and fixing their remuneration. The brief description of Nomination and Remuneration Policy is provided in the Corporate Governance Report, which forms part of this Annual Report.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management, and after due enquiry, it is hereby confirmed that:
i. In the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;
ii. The Directors had in consultation with Statutory Auditor, selected accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the year ended on that date;
iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The directors have prepared the annual accounts on a âgoing concernâ basis;
v. The directors have laid down internal financial controls, which are adequate and operating effectively;
vi. The directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
STATUTORY AUDITORS
On resignation of A M N & Associates, Chartered Accountants with effect from 7th March, 2018. The Company appointed Chaturvedi Sohan & Co, Chartered Accountants (Firm Registration No111928W) at its Extra Ordinary General Meeting held on 28th May, 2018 until the conclusion of the ensuing Annual General Meeting. The Audit Report given by the Auditors on the financial statements of your Company is part of the Annual Report. The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory.
Necessary resolution for the appointment of Statutory Auditors is included in the Notice convening the 20th Annual General Meeting for seeking the approval of the members of the Company. The Board recommends their appointment.
DISCLOSURE UNDER SECTION 134(3) (ca) READ WITH SECTION 143(12) OF THE COMPANIES ACT, 2013
The disqualifications by Statutory Auditors of the Company are mentioned in the Auditor''s Report during financial year under review and self explanatory.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s DNG & Associates,Company Secretaries, to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year 2017-18 forms part as âAnnexure- Bâ to this Report.
STATUTORY AND SECRETARIAL AUDITOR OBSERVATIONL:
There is no qualification, reservation or adverse opinion of the Secretarial Auditor except delayed in filing of some E-forms.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed hereto and forms part of this Report. (Annexure- C)
CORPORATE GOVERNANCE
Pursuant to the Listing Regulations, a Report on Corporate Governance and a certificate obtained from the Statutory Auditors confirming compliance is forming part of this Boards'' Report.
EXTRACT OF THE ANNUAL RETURNs
The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as âAnnexure-Dâ. PARTICULARS OF EMPLOYEES
The disclosures required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are provided âAnnexure- Eâ to this report.
GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. Changes in nature of business.
2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.
3. Material changes and commitments affecting the financial position of the Company between end of the financial year and the date of this report.
PERSONNEL
The relation between the employeesâ and the management of your Company continue to be cordial.
ACKNOWLEDGEMENT
Your Directors wish to place on record the appreciation of the dedicated efforts by the employees at all levels. The Directors also wish to place on record their word of sincere appreciation to the bankers and financial institutions, the investors, the vendors, the customers and all other business associates for their continued support.
By Order of the Board of Directors
For Niraj Cement Structurals Limited
s/d s/d
Place: Mumbai Ratan Krishan Chopra Gulshan Vijaykumar Chopra
Date: September 4, 2018. Whole-Time Director Managing Director
DIN:07413782 DIN:01068051
Mar 31, 2016
To
The Members,
The Directors are pleased to present the 18th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the financial year ended March 31, 2016 and on the state of affairs of the company.
FINANCIAL SUMMARY HIGHLIGHTS The highlights of the performance
(Amount in Rupees)
Particulars |
For the period ended 31.03.2016 |
For the period ended 31.03.2015 |
TOTAL INCOME |
|
|
Contract Receipts |
1060342459 |
840623040 |
Other Income |
11528473 |
5121334 |
Total |
1071870932 |
845744374 |
TOTAL EXPENDITURE |
|
|
Works Cost |
1034792301 |
676523427 |
Operations and Other Exp. |
11397093 |
141923870 |
Depreciation |
15699742 |
18033920 |
PROFIT/ (LOSS) |
9981796 |
9263157 |
Tax |
|
|
Current Tax |
-3700000 |
00 |
Deferred Tax Assets/(Liabilities) |
317991 |
244501 |
Bal. B/f. Prior period Adj. |
|
|
BALANCE CARRIED TO BALANCE SHEET |
6599787 |
9507658 |
PERFORMANCE REVIEW:
During the year under review Income from Operations increased to 1060342459 Rupees from 840623040 Rupees in previous year.
The Net Profit after charging interest, depreciation and deferred tax liability stood at Rs. 6599787 Rupees.
The Company is in Infrastructure business of Construction of highways, expressways, turnkey projects roads, bridges, tunnels etc. of the Company however your Company is deploying its resources in the best possible way to increase business volumes and plans to achieve increased turnover in the years to come.
DIVIDEND
Your Directors do not recommend any dividend for the year under consideration due to insufficient profit.
TRANSFER TO RESERVES
Your Directors recommend, transferring of Rs. 6599787 Rupees to general reserve for the financial year 2015-16.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31, 2016 was 107928000 Rupees. During the year under review, the Company has neither issued any shares with differential voting rights nor granted any stock options nor any sweat equity.
Except Mr. Gulshan Kumar Chopra, Managing Director of the Company who holds 19, 40,946 Equity Shares in the Company and Mr. Vijaykumar Rajkumar Chopra, Whole Time Director (Passed away on 5th of November, 2015) of the company who had 6,86,551 Equity Shares in the Company none of the other Directors or Key Managerial Personnel of the Company hold shares in the Company.
FINANCE
Cash and cash equivalent as on March 31, 2016 was 66437283 Rupees. The company continues to focus on judicious Management of its working capital; Receivables, inventories and other working capital parameters are kept under strict checked by continuing monitoring.
DEPOSITS
The Company has not accepted any deposits during the year which would be covered under Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 as amended time to time.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
Your Company has not given any loans or guarantees or made investment beyond the limits mentioned under the provisions of Section 186 of the Companies Act, 2013. The particulars of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY
All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions (Annexure- A). The Company has formulated a Related Party Transactions Policy brief of which is given in corporate governance report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 are not applicable to the Company hence Corporate Social Responsibility (CSR) Committee is not constituted and no amount is paid on CSR activities.
INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY
Information on the operational and financial performance, among others, is given in the Management Discussion and Analysis which is annexed to this report and is in accordance with the listing regulations Agreement.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal control system, commensurate with the size of its operations. The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.
The Company''s Internal Auditor''s submit quarterly reports which are placed before the Audit Committee. Based on the report, significant audit observations and corrective actions thereon are presented to the Board.
RISK MANAGEMENT
Pursuant to Section 134 (3) (n) of the Companies Act, 2013, company has the Risk Management Plan. The details of risk have been covered in the Management Discussion and Analysis Report forming part of the Boards report.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
As per the provisions of Section 177(9) of the Companies Act, 2013 (''Act''), and listing regulation the Company is required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns.
The Company has a Whistle Blower Policy to deal with the instances of fraud and mismanagement. The brief of the policy are explained in the Corporate Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no cases reported during the year ended March 31, 2016 under this policy.
SUBSIDIARIES AND ASSOCIATES
The Company has no subsidiary, associates and Joint Venture company. Hence, the consolidated financial results are not prepared for the year ended 31st March, 2016.
Disclosure pursuant to Section 197 (14) of Companies Act 2013 is not applicable to the Company.
DIRECTORS
In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Gulshan Vijaykumar Chopra, Director, retires by rotation at the forthcoming Annual General Meeting, and being eligible offers himself for re-appointment. The profile of the Director seeking re-appointment pursuant to the Listing Regulation and Companies Act, 2013 is included in the notice which forms part of this Annual Report.
APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Ratan Krishan Chopra was appointed as an Additional Director of the Company with effect from 12.02.2016, and holds office up to the date of ensuing Annual General Meeting of the company eligible for appointment, and in respect of whom the Company has received a notice in writing from a member under the provisions of section 160 of the companies Act, 2013, proposing his candidature for the office of a Director liable to retire by rotation. The members are requested to approve his appointment in ensuing annual general meeting.
Mr. Ratan Krishan Chopra, has been appointed as whole-time director for a period of five years commencing from 22nd of August, 2016.The members are requested to approve his appointment in the ensuing annual general meeting.
Mr. Soni Radhey Agarwal was appointed as Chief Financial Officer of the company with effect from 1st of April, 2015.
RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
On 5th November, 2015 we at Niraj Cement Structurals Limited were saddened loss Mr. Vijay Kumar Chopra, whole time director of Niraj Cement Structurals Limited.
Mrs. Sonali Ghule, Company Secretary resigned with effect from 2nd of July, 2015.
Other than this no Director or Key Managerial Personnel has resigned during the year under consideration.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received Declarations of Independence as stipulated under Section 149 of the Companies Act, 2013 from Independent Directors confirming that he/she is not disqualified from appointing/continuing as Independent Director.
BOARD MEETINGS
During the year ended March 31, 2016, the Board met nine times and the gap between two Board Meetings did not exceed 120 days. Details of the Board Meeting are given in the Corporate Governance Report.
BOARD''S EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations the Board carried out an annual evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee. A meeting of the Independent Directors was held during the year under review.
TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS
Every new Independent Director of the Board is familiarized by the Executive Directors/ Senior Managerial Personnel about the Company''s strategy, operations, organization structure, human resources, quality, and finance and risk management.
Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statements and during the year, no reportable material weaknesses in the design or operation were observed.
AUDIT COMMITTEE
The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of this report. All the recommendations made by the Audit Committee were accepted by the Board.
COMPANY''S REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration Committee and pursuant to Listing Regulations and Section 178 of the Companies Act, 2013, framed a policy for selection and appointment of Directors, Key Managerial Personnel and fixing their remuneration. The brief description of Nomination and Remuneration Policy is provided in the Corporate Governance Report, which forms part of this Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management, and after due enquiry, it is hereby confirmed that:
i. In the preparation of annual accounts, the applicable accounting standards have been followed and no material departures have been made from the same;
ii. The Directors had in consultation with Statutory Auditor, selected accounting policies and applied them consistently, and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit of the Company for the year ended on that date;
iii. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The directors have prepared the annual accounts on a "going concern" basis;
v. The directors have laid down internal financial controls, which are adequate and operating effectively;
vi. The directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
STATUTORY AUDITORS
The Members at the 16th Annual General Meeting approved the appointment of Mr. Ajay B. Garg, Chartered Accountant (Membership No. 032538), as Statutory Auditors of the Company under Section 139 of the Companies Act, 2013 to hold office for a period of three years from the conclusion of 16th Annual General Meeting till the conclusion of the 19th Annual General Meeting.
Mr. Ajay B. Garg, Chartered Accountant has confirmed that they eligible to act as Auditors of the Company under Section 141 of the Companies Act, 2013 and the Rules framed there under. As required by the Companies Act,
2013, the Members are requested to ratify their appointment as Statutory Auditors for the financial year 2016-17.
DISCLOSURE UNDER SECTION 134(3) (ca) READ WITH SECTION 143(12) OF THE COMPANIES ACT, 2013
The disqualifications by Statutory Auditors of the Company are mentioned in the Auditor''s Report during financial year under review and self explanatory.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed CS Ruchi Vijayvergiya, Practicing Company Secretaries (ACS:22614/COP: 11450) to undertake the Secretarial Audit of the Company. The Secretarial
Audit Report for the financial year 2015-16 forms part as "Annexure- C" to this Report.
STATUTORY AND SECRETARIAL AUDITOR OBSERVATION
Though the auditor has qualified that the company has defaulted on the bank and other dues, this was mainly due to the downturn in the economy for last 2 to 3 years. Company has also defaulted in repayment of its Public Deposits and Inter Corporate Deposit on maturity and payment of Interest thereon. The company had suffered losses and could not bag any new projects, but for the last one year the economy is looking up and we have made profits in this financial year and have bagged new projects also. The management is confident with this revival we will be able to turn around and meet our obligation regularly and pay off all the dues in the coming years. Further with regard to Secretarial auditor''s report company has not proper compliances in place and as per Auditor''s observation, company secretary of the company resigned with effect from 2nd of July, 2015 and there was no any person to deal with filing of various e-forms and documents with regulators all remarks by secretarial auditor mentioned in report itself which is part of this report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Additional information on conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under the Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed hereto and forms part of this Report. (Annexure- D)
CORPORATE GOVERNANCE
Pursuant to the Listing Regulations, a Report on Corporate Governance and a certificate obtained from the Statutory Auditors confirming compliance is forming part of this Board Report.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT - 9 is annexed herewith as "Annexure-E".
PARTICULARS OF EMPLOYEES
The disclosures required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, are provided "Annexure- F" to this report.
PERSONNEL
The relation between the employees'' and the management of your Company continue to be cordial.
ACKNOWLEDGEMENT
Your Directors wish to place on record the appreciation of the dedicated efforts by the employees at all levels. The
Directors also wish to place on record their word of sincere appreciation to the bankers and financial institutions, the investors, the vendors, the customers and all other business associates for their continued support.
By Order of the Board of Directors
For NIRAJ CEMENT STRUCTURALS LIMITED
Place: Mumbai
Date: August 22, 2016.
s/d s/d
Ratan Krishan Chopra Gulshan Vijaykumar Chopra
Additional Director Managing Director
Mar 31, 2015
Dear Members,
The Directors are pleased to present the 17th Annual Report on the
business and operations of the Company together with the Audited
Financial Statements for the financial year ended March 31,2015 and on
the state of affairs of the Company.
FINANCIAL SUMMARY HIGHLIGHTS
The highlights of the performance
(Rs. in Lacs)
Particulars For the period For the period
ended ended
31.03.2015 31.03.2014
TOTAL INCOME
Contract Receipts 8406.23 4751.80
Other Income 51.21 306.01
Total 8457.44 5057.81
TOTAL EXPENDITURE
Works Cost 6765.23 4322.22
Operations and Other Exp. 8184.47 1060.51
Depreciation 180.34 205.46
PROFIT/ (LOSS) 92.63 (530.38)
Provision for Tax 2.45 11.76
Bal. B/f. Prior period Adj.
BALANCE CARRIED TO BALANCE SHEET 95.08 (542.14)
PERFORMANCE REVIEW:
During the year under review Income from Operations increased to Rs.
8406.23 lacs from Rs. 4751.80 lacs in previous year. The Net Profit
after charging interest, depreciation and deferred tax liability stood
at Rs. 95.08 lacs
The Company is in Infrastructure business of Construction of highways,
expressways, turnkey projects roads, bridges, tunnels etc. During the
year under review, non-availability of raw material, increasing raw
material costs, high bank interest rates adversely affected the Working
Capital Operations of the Company however your Company is deploying its
resources in the best possible way to increase business volumes and
plans to achieve increased turnover in the years to come.
DIVIDEND
Your Directors do not recommend any dividend for the year under
consideration due to absence of profits.
TRANSFER TO RESERVES
Your Directors recommend,transferring of Rs. 95.08 lacs to special
reserve for the financial year 2014-15.
SHARE CAPITAL
The paid up Equity Share Capital as on March 31,2015 was Rs. 1079.28
lacs. During the year under review, the Company has neither issued any
shares with differential voting rights nor granted any stock options
nor any sweat equity.
Except Mr. Vijay Kumar Chopra, Managing Director of the Company who
holds 6,86,551 Equity Shares in the Company and Gulshan Chopra, Whole
Time Director of the Company who holds 19,40,946 Equity Shares in the
Company, none of the other Directors or Key Managerial Personnel of the
Company hold shares in the Company.
FINANCE
Cash and cash equivalent as on March 31, 2015 was ' 596.29 lacs. The
Company continues to focus on judicious management of its working
capital. Receivables, inventories and other working capital parameters
are kept under strict check by continuous monitoring.
DEPOSITS
The Company has not accepted any deposits which would be covered under
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The particulars of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY
All related party transactions entered by the Company during the
financial year were on an arm's length basis and were carried out in
the ordinary course of business. There are no materially significant
related party transactions made by the Company during the year under
consideration with the Promoters, Directors or Key Managerial Personnel
which may have a potential conflict with the interest of the Company at
large. All the related party transactions as required under Accounting
Standard - 18 are reported in the Notes to the financial statements.
All related party transactions are placed before the Audit Committee
and also before the Board for its approval. Prior approval of the Audit
Committee is obtained on an annual basis specifying the upper ceiling
as to the amount for transactions which are of a repetitive nature. The
transactions entered into pursuant to the prior approval so granted are
placed before the Audit Committee and the Board of Directors on a
quarterly basis.
In accordance with the provisions of Clause 49 of the Listing
Agreement, the Company has formulated a Related Party Transactions
Policy. The particulars as required under the Companies Act, 2013 are
furnished in Form AOC - 2 which is annexed as "Annexure A" to this
report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 are not
applicable to the Company hence Corporate Social Responsibility (CSR)
Committee is not constituted and no amount is paid on CSR activities.
INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY
Information on the operational and financial performance, among others,
are given in the Management Discussion and Analysis which is annexed to
this report and is in accordance with Clause 49 of the Listing
Agreement.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal control system, commensurate with the size
of its operations. The Internal Auditor monitors and evaluates the
efficacy and adequacy of internal control system in the Company, its
compliance with operating systems, accounting procedures and policies
at all locations of the Company.
The Company's Internal Auditor's submit quarterly reports which are
placed before the Audit Committee. Based on the report, significant
audit observations and corrective actions thereon are presented to the
Board.
RISK MANAGEMENT
The Board of Directors of the Company has formed a Risk Management
Committee to frame, implement and monitor the Risk Management Policy
for the Company. The Committee is responsible for reviewing the risk
management plan and ensuring its efficiency.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
The Company has a Whistle Blower Policy to deal with the instances of
fraud and mismanagement. The details of the policy is explained in the
Corporate Governance Report. The Vigil Mechanism is overseen by the
Audit Committee.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints
Committee has been set up to redress the complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary
,trainees) are covered under this policy. There were no cases reported
during the year ended March 31,2015 under this policy.
SUBSIDIARIES AND ASSOCIATES
The Company has no subsidiary. Hence, the consolidated financial
results are not prepared for the year ended 31st March, 2015.
Disclosure pursuant to Section 197 (14) of Companies Act 2013 is not
applicable to the Company.
DIRECTORS
In terms of the provisions of Section 152(6) of the Companies Act,
2013, Mr. Vijay Kumar Chopra, Managing Director, retires by rotation at
the forthcoming Annual General Meeting, and being eligible offers
himself for re-appointment. The profile of the Director seeking
re-appointment pursuant to the Listing Agreement and Companies Act,
2013 is included in the notice which forms part of this Annual Report.
APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Mrs.Vibha Ramesh Luharuka was appointed as an Additional Independent
Woman Director of the Company on April 1, 2015 and Mr. Soni Radhey
Agarwal was appointed as the Chief Financial Officer of the Company
w.e.f. April 1,2015.
RESIGNATION OF KEY MANAGERIAL PERSONNEL (KMP)
Ms. Sonali Ghule resigned as Company Secretary of the Company w.e.f.
July 02, 2015.
Other than this,no Director or Key Managerial Personnel has resigned
during the year under consideration.
DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have furnished the declarations that they
meet the criteria of independence as laid down under Section 149(6) of
the Companies Act, 2013 and Clause 49 of the Listing Agreement, which
forms part of this Annual Report.
BOARD MEETINGS
During the year ended March 31,2015, the Board met six times and the
gap between two Board Meetings did not exceed 120 days. Details of the
Board Meeting are given in the Corporate Governance Report.
BOARD'S EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has framed an Evaluation Policy for
evaluating the performance of the Board, Chairman, Managing Director,
Executive Directors, Independent Directors, Non - Executive Directors
and its Committees. Based on the same, the Board carried out an annual
evaluation of its own performance, the Directors individually as well
as the evaluation of the working of its Audit Committee, CSR Committee,
Nomination and Remuneration Committee and Stakeholder Relationship
Committee. The manner in which the evaluation was carried out has been
explained in the Corporate Governance Report. A meeting of the
Independent Directors was held during the year under review.
The Policy inter alia provides the criteria for performance evaluation
such as Board effectiveness, quality of discussion, contribution at the
meetings, business acumen, strategic thinking, corporate governance
practices, contribution of the Committees to the Board in discharging
its functions, etc.
TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS
Every new Independent Director of the Board is familiarised by the
Executive Directors/ Senior Managerial Personnel about the Company's
strategy, operations, organisation structure, human resources, quality,
finance and risk management.
Further, at the time of appointment of an independent director, the
Company issues a formal letter of appointment outlining his/her role,
functions, duties and responsibilities as a director.
COMPANY'S REMUNERATION POLICY
The Board has, on the recommendation of the Nomination and Remuneration
Committee and pursuant to Clause 49 of the Listing Agreement and
Section 178 of the Companies Act, 2013, framed a policy for selection
and appointment of Directors, Key Managerial Personnel and fixing their
remuneration. The Remuneration Policy is provided in the Corporate
Governance Report, which forms part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013,your Directors,
based on the representations received from the Operating Management,
and after due enquiry, it is hereby confirmed that:
i. In the preparation of annual accounts, the applicable accounting
standards have been followed and no material departures have been made
from the same;
ii. The Directors had in consultation with Statutory Auditors,selected
accounting policies and applied them consistently,and made judgments
and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31,2015
and of the profit of the Company for the year ended on that date;
iii. The directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv. The directors have prepared the annual accounts on a "going
concern" basis;
v. The directors have laid down internal financial controls, which are
adequate and operating effectively;
vi. The directors have devised proper system to ensure compliance with
the provisions of all applicable laws and such systems are adequate and
operating effectively.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the
Regulators/Courts which would impact the going concern status of the
Company and its future operations.
STATUTORY AUDITORS
The Members at the 16th Annual General Meeting approved the appointment
of Mr. Ajay Garg, Chartered Accountants(Firm Registration No. 032538),
as Statutory Auditors of the Company under Section 139 of the Companies
Act, 2013 to hold office for a period of three years from the
conclusion of 16th Annual General Meeting till the conclusion of the
19th Annual General Meeting.
Mr. Ajay Garg, Chartered Accountants have confirmed that they continue
to be eligible to act as Auditors of the Company under Section 141 of
the Companies Act, 2013 and the Rules framed thereunder. As required by
the Companies Act, 2013, the Members are requested to ratify their
appointment as Statutory Auditors for the financial year 2015-16.
DISCLOSURE UNDER SECTION 134(3)(ca) READ WITH SECTION 143(12) OF THE
COMPANIES ACT, 2013
The disqualifications by Statutory Auditors of the Company are
mentioned in the Auditor's Report during financial year under review.
SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed CS Samita Tanksale,
Practicing Company Secretaries (ACS:26044/COP: 10763) to undertake the
Secretarial Audit of the Company. The Secretarial Audit Report for the
financial year 2014-15 forms part as "Annexure B" to this Report.
STATUTORY AND SECRETARIAL AUDITOR OBSERVATION
Though the auditor has qualified that the company has defaulted on the
bank and other dues, this was mainly due to the downturn in the economy
for las 2 to 3 years. The company had suffered losses and could not bag
any new projects, but for the last one year the economy is looking up
and we have made profits in this financial year and have bagged new
projects also. The management is confident with this revival we will be
able to turn around and meet our obligation regularly and pay off all
the dues in the coming years. There are no adverse remarks or
observation by Statutory Auditors of the Company, further with regard
to Secretarial Auditor's observation,e-filing for Satisfaction of two
charges with Registrar of Companies is pending and also efiling of Form
DPT-4 for statement regarding deposit is pending.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Additional information on conservation of energy, technology
absorption, foreign exchange earnings and outgo as required to be
disclosed under the Rule 8(3) of the Companies (Accounts) Rules, 2014,
is annexed hereto and forms part of this Report.
CORPORATE GOVERNANCE
In compliance with the provisions of Clause 49 of the Listing
Agreement, the Corporate Governance Report is annexed and forms part of
the Annual Report. The report is duly certified by the Statutory
Auditors of the Company.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT - 9 is annexed herewith as "Annexure C".
PARTICULARS OF EMPLOYEES
The disclosures required pursuant to Section 197(12) of the Companies
Act, 2013, read with Rule 5(1)of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company, is provided "Annexure D" to this report.
Further disclosure under Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
not applicable to the Company.
PERSONNEL
The relation between the employees' and the management of your Company
continue to be cordial.
ACKNOWLEDGEMENT
Your Directors wish to place on record the appreciation of the
dedicated efforts by the employees at all levels. The Directors also
wish to place on record their word of sincere appreciation to the
bankers and financial institutions, the investors, the vendors, the
customers and all other business associates for their continued
support.
By Order of the Board of Directors
For NIRAJ CEMENT STRUCTURALS LIMITED
Place: Mumbai V. K. Chopra
Date: August 21,2015. Chairman & Managing Director
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting this 16th Annual Report of
your Company together with the Audited Accounts for
the year ended
31st March, 2014. The comparative figures of the financial results of
the Company for the year under review vis-a-vis those of the last year
given below:
FINANCIAL RESULTS : (Rs. in Lacs)
Particulars For the period ended For the period ended
31.03.2014 31.03.2013
TOTAL INCOME
Contract Receipts 4751.80 11131.08
Other Income 306.01 548.74
Contract Receipts - JV
Total 5057.81 11679.82
TOTAL EXPENDITURE
Works Cost 4322.22 9322.23
Operations and Other Exp. 1060.51 2702.48
Depreciation 205.46 212.30
PROFIT/ (LOSS) (530.38) (557.20)
Provision for Tax 11.76 9.54
Bal.B/f.Prior period Adj.
Balance Carried to Balance Sheet (542.14) (566.73)
PERFORMANCE REVIEW:
During the year under review Income from Operations decreased to Rs.
4751.80 lacs from Rs. 11131.08 lacs in previous year. The Net Loss
after charging interest, depreciation and deferred tax liability stood
at Rs. 542.14 lacs.
The Company is in Infrastructure business of Construction of highways,
expressways, turnkey projects roads, bridges, tunnels etc. During the
year under review, non-availability of raw material, increasing raw
material costs, high bank interest rates adversely affected the Working
Capital Operations of the Company however your Company is deploying its
resources in the best possible way to increase business volumes and
plans to achieve increased turnover in the years to come.
DIVIDEND :
Your Directors do not recommend any Dividend for the year under
consideration due to absence of profits.
SUBSIDIARY COMPANY :
The Company has no subsidiary. Hence, the consolidated financial
results are not prepared for the year ended 31st March, 2014.
FIXED DEPOSITS:
The Company has not accepted any fixed deposit during the year
2013-2014 and no amount on account of principal or interests on Fixed
Deposits was outstanding as on the date of Balance Sheet.
INSURANCE:
All the properties and insurable interest of the Company, including the
buildings, plant and machineries and stocks have been adequately
insured.
DIRECTORS :
Mr. Gulshan V. Chopra retires by rotation at the ensuing Annual General
Meeting and is eligible for re-appointment which your Board recommends.
Independent Directors In order to give effect to the applicable
provisions of sections 149 & 152 of the Companies Act, 2013, it is
proposed that the following directors be appointed as Independent
Directors, to hold office for five consecutive years, for a term upto
31st March, 2019.
* Mr. Akash H. Madan
* Mr. G. R. Kamath
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
Independence as prescribed under the applicable provisions of section
149 of the Act and under Clause 49 of the Listing Agreement with the
Stock Exchanges.
AUDITORS :
Mr. Ajay B. Garg, Chartered Accountants, Auditors of the Company, hold
office until conclusion of the ensuing Annual General Meeting and are
eligible for re-appointment. In accordance with the provisions of
section 139, 142 and other applicable provisions of the Companies Act,
2013 and of the Companies (Audit and Auditors) Rules, 2014, it is
proposed to re-appoint them as the Auditors of the Company for a period
of three consecutive years commencing from the conclusion of this
Annual General Meeting, until the conclusion of the 19th Annual General
Meeting of the Company and they are not disqualified for such
reap-pointment within the meaning of the said Act.
AUDITORS OBSERVATIONS :
The observations made by the Auditors in their report has been
clarified in the relevant notes forming part of the accounts, which are
self explanatory and need no further elaboration.
CORPORATE GOVERNANCE & MANAGEMENT''S DISCUSSIONS AND ANALYSIS &
CORPORATE SOCIAL RESPON-SIBILITY:
Your Company has complied with all the mandatory requirements of
Corporate Governance Norms as mandated by Clause 49 of the Listing
Agreement with Stock Exchanges. A Separate Report on Corporate
Governance and Management Discussion and Analysis Report is annexed to
this Annual Report.
The requisite certificate from Auditor of the Company confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid Clause 49, is annexed hereto as Annexure II and
forms part of this report.
Further your Company is not coming under
the purview of Corporate Social Responsibility as mentioned in section
135 of Companies Act, 2013.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Additional Information on conservation of energy, technology
absorption, foreign exchange earnings and outgo as required to be
disclosed in terms of Section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 is annexed hereto and forms part of this Report.
PARTICULARS OF EMPLOYEES :
Information as per Section 217 (2A) of the Companies Act, 1956, read
with the Companies (Particulars of Employees) Rules, 1975 forms a part
of this report and will be sent on demand to the shareholders. Any
shareholder interested in obtaining a copy of the said statement may
write to the Company Secretary.
INDUSTRIAL RELATIONS:
The relations between the employees and the Management have remained
cordial.
DIRECTORS'' RESPONSIBILITY STATEMENT:
As required under Section 217 (2AA) of the Companies Act, 1956, your
Directors state that:-
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed alongwith proper explanation
relating to material departures in the Financial Statements.
(b) The Directors selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company for the Financial Year ended 31st March, 2014; and of the
profit or loss of the Company for that period.
(c) Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities.
(d) The annual accounts have been prepared on a going concern basis.
ACKNOWLEDGEMENT:
Your Directors place on records their appreciation for the co-operation
and assistance given by Financial Institution, Banks and Government
Authorities as well as Valued Customers from time to time. They also
record their appreciation of the devoted services rendered by the
Executives, Staff Members and Workers of the Company. The Directors
also wish to place on record their gratitude to the Members for their
continued support and co-operation
For and on behalf of the Board
Vijay Kumar Chopra
Chairman & Managing Director
Place: Mumbai
Date: 14th August, 2014.
Mar 31, 2013
To, The Shareholders,
The Directors have pleasure in presenting this 15th Annual Report of
your Company together with the Audited Accounts for the year ended 31st
March 2013. The comparative figures of the financial results of the
Company for the year under review vis-a-vis those of the last year
given below:
1. FINANCIAL RESULTS:
The highlights of the financial results for the Current financial year
ended 31st March 2013 are:
(Rupees in Lacs)
31.03.2013 31.03.2012
TOTAL INCOME
Contract Receipts 11131.08 31171.92
Other Income 548.74 721.85
Contract Receipts- JV
Total 11679.82 31893.78
TOTAL EXPENDITURE
Works Cost 9322.23 29469.18
Operations and Other Exp. 2702.48 1053.27
Depreciation 212.30 210.59
PROFIT/ (LOSS) -557.20 1160.73
Provision for Tax 9.54 376.72
Bal.B/f.Prior period Adj.
Balance Carried to Balance Sheet 566.73 784.01
2. PERFORMANCE REVIEW:
During the year under review Income from Operations decreased to Rs.
11131.08 lacs from Rs. 31171.93 lacs in previous year. The Net Loss
after charging interest, depreciation and deferred tax liability stood
at Rs. 566.73 lacs.
The Company is engaged in the business of Construction of highway,
expressways, turnkey projects roads, bridges, tunnels etc. During the
year under review, the Company''s financial performance has been
adversely affected due to the non-availability of raw material,
increasing raw material costs, high bank interest rates. The Company is
deploying its resources in the best possible way to increase business
volumes and plans to achieve increased turnover in the current year.
3. DIVIDEND:
Considering the necessity of conserving financial resources for future
growth and expansion of the Company, the Board of Directors do not
recommend payment of Dividend on the Equity Share Capital of the
Company for the Financial year ended 31.03.2013
4. OPERATIONAL PERFORMANCE:
The Company has been steadily growing in terms of Order book position
and execution of Contracts.
During the year, the Company has being executing projects at Haryana,
Punjab, Coal, Uttar Pradesh, Rajasthan.
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS / OUTGO:
A statement giving details of conservation of energy, technology
absorption, in accordance with the Companies (Disclosure of Particulars
in the Report of Board of Directors) Rules, 1988 is annexed and marked
Annexure I which forms as part of this Report.
6. DIRECTORS:
In accordance with the provisions of the Articles of Association of the
Company, Mr. Gurpur Ramdas Kamath, Independent Director of the Company,
retires by rotation and however, being eligible, offers himself for
re-appointment at the ensuing Annual General Meeting of the
shareholders of the Company. The brief resume of the Director as
required under clause 49 is attached to the notice.
7. PARTICULARS OF EMPLOYEES:
During the year, there were no employees, who drew remuneration more
than the limits specified. under the provisions of Section 217 (2A) of
the Companies Act 1956, read with the Companies (Particulars of
Employees), Rules 1975, as amended.
8. AUDITORS:
Mr. Ajay B. Garg, Chartered Accountant, the Auditor to the Company,
retires at the ensuing Annual General Meeting of the shareholders of
the Company, and is however, eligible for re-appointment.
The Board of Directors have obtained a confirmation from him that, if
re-appointed, their appointment will be within the limits prescribed
under Section 224 (1B) of the Companies Act, 1956.
Yours Directors recommend his re-appointment as Auditor at the ensuing
Annual General Meeting.
9. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2A) of the Companies Act, as amended by the
Companies Act, 2000 the Directors confirm that:
a. In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures, if any.
b. Appropriate accounting policies have been selected and applied
consistently and have made judgment and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the company as on 31st March 2013 and of the Profit of the Company
for the year ended 31st March 2013.
c. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
d. The annual accounts have been prepared on a going , concern basis.
10. INTERNAL CONTROL SYSTEMS:
The Company has an adequate internal control system including suitable
monitoring procedures commensurate with its size and the nature of the
business. The internal control systems provide for all documented
policies, guidelines, authorization and approval procedures. The
statutory auditors while conducting the statutory audit, review and
evaluate the internal controls and their observations are discussed
with the Audit committee of the Board.
11. PERSONNEL AND WELFARE:
Industrial Relations at all divisions of the company were very cordial
throughout the year. The company is committed to develop its employee''s
full potential through intensified training.
Your Directors express their sincere appreciation for the dedicated
efforts put in by all the employees and for their continued
contribution for ensuring improved performance of your company during
the year.
12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review as
required under Clause 49 of the Listing Agreement is presented in a
separate section forming part of the Annual Report.
13. CORPORATE GOVERNANCE:
Your company attaches considerable significance to good Corporate
Governance as an important step towards building investor confidence
and maximum long term shareholder value. Pursuant to Clause 49 of the
Listing Agreement with the stock exchange, a compliance report on
Corporate Governance has been annexed hereto as part of the Annual
Report. The company is in compliance with the requirements and
disclosures that have to be made in this regard. The Auditor''s
certificate on compliance with Corporate Governance requirements by the
company forms part of the said report. '' . -
14. AUDITORS REPORT:
The observations made by the Auditors in their report has been
clarified in the relevant notes forming part of the accounts, which are
self explanatory and need no further elaboration.
15. ACKNOWLEDGEMENTS:
The Directors express their deep gratitude and thank all government
authorities, financial institutions, transfer agents, banks,
consultants/solicitors, shareholders of the company for their continued
support and encouragement. The Directors also place on record their
profound admiration and sincere appreciation of the continued hard work
put in by employees at all levels.
The Board appreciates and value the contribution made by every person
who contributed to the growth of the Company.
For and on behalf of the Board of Directors
V. K. Chopra
Chairman & Managing Director
Place : Mumbai
Date : 14th August, 2013
Mar 31, 2010
The Directors have pleasure in presenting the Annual Report along with
the audited statement of Accounts for the year ended 31 st March, 2010.
1. FINANCIAL RESULTS :
The highlights of the financial results for the Current financial year
ended 31stMarch 2010are:
(Rupees in Lacs)
31.03.2010 31.03.2009
Total Income
Contract Receipts 15869.74 10810.02
Other Income 306.24 246.24
Contract Receipts JV 2602.67 3230.89
Total 18778.65 14287.15
TOTAL EXPENDITURE
Works Cost 13155.21 8329.51
Operations and Other Exp. 1794.45 1713.33
Expenses J.V 2579.73 3198.58
Depreciation 142.86 210.42
PROFIT 1106.40 835.31
Provision for Tax 380.28 102.22
Bal.B/f.Prior period Adj. Nil Nil
Balance Carried to Balance Sheet 726.12 733.09
2. PERFORMANCE REVIEW:
During the year under review Income from Operations increased to Rs.
18472.40 lacs from Rs. 14040.91 lacs in the previous year. The company
achieved operating profit of Rs. 1106.40 lacs against Rs. 835.31 lacs
in the previous year.
The Net Profit after charging interest, depreciation and deferred tax
liability stood at Rs.726.12 lacs.
3. DIVIDEND :
The Board of Directors has recommend to pay a dividend of Rs.0.50 per
Equity Share on 10342800 fully paid Equity Shares of Rs. 10/-each for
the financial year ended 31st March, 2010 subject to the approval of
the members.
During the previous year the Board had recommended a Dividend of Re. 1
per Equity share which was reduced by the Shareholders in the Annual
General Meeting to Re.0.50 per Equity Share.
4. OPERATIONAL PERFORMANCE:
There has been renewed emphasis on the need of Planned expenditure on
the Infrastructure Development in the country coupled with the need to
lead the country out of the Global recessionary trend.
During the year, the Company has being executing projects at Orissa,
Jaipur, Indore, Haryana ; Ludhiana, Mangalore and Lucknow.
The turnover achieved during the year is Rs.18472.40 lakhs as compared
to Rs. 14040.91 lakhs during the previous year.
The Company has got orders under execution worth about Rs.1457/- crores
in various stage of execution and completion.
5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS/OUTGO:
Information in accordance with the provisions of Section 217 (1) (E) of
the Companies Act, 1956 read with Companies (Disclosure of particulars
in the Report of the Board of Directors) Rules, 1988 regarding
conservation of energy, technology absorption and foreign exchange
earnings and outgo is not applicable to the company as it is primarily
engaged in Infrastructure Projects and Civil Construction Activity.
6. DIRECTORS:
In accordance with the provisions of the Articles of Association of the
Company, Mr. Akash Madan, Independent Director of the Company, retires
by rotation and however, being eligible, offers himself for re-
appointment at the ensuing Annual General Meeting of the shareholders
of the Company. The brief resume of the Director as required under
clause 49 is attached to the notice.
7. PARTICULARS OF EMPLOYEES:
The information required u/s 217 (2A) of the Companies Act, 1956 read
with the Companies (Particulars of Employees) Amendment Rules, 1988 is
not applicable as no employee is in receipt of a remuneration in excess
of Rs. 24.00 lakh during the year or part thereof.
8. AUDITORS:
Mr. Ajay B. Garg, Chartered Accountants, the Auditorto the Company,
retires atthe ensuing Annual General Meeting of the shareholders of the
Company, and is however, eligible for re-appointment.
The Board of Directors have obtained a confirmation from him that, if
re-appointed, their appointment will be within the limits prescribed
under Section 224 (1 B) of the Companies Act, 1956.
Yours Directors recommend his re-appointment as Auditor atthe ensuing
Annual General Meeting.
9. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 217 (2A) of the Companies Act, as amended by the
Companies Act, 2000 the Directors confirm that:
a. In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relatingto material departures, if any.
b. Appropriate accounting policies have been selected and applied
consistently and have made judgment and estimates that are reasonable
and prudent, so as to give a true and fair view of the state of affairs
of the company as on 31st March 2010 and of the Profit of the Company
for the year ended 31st March 2010.
c. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities.
d. The annual accounts have been prepared on a going concern basis.
10. INTERNAL CONTROL SYSTEMS:
The Company has an adequate internal control system including suitable
monitoring procedures commensurate with its size and the nature of the
business. The internal control systems provide for all documented
policies, guidelines, authorization and approval procedures. The
statutory auditors while conducting the statutory audit, review and
evaluate the internal controls and their observations are discussed
with the Audit committee of the Board.
11. PERSONNEL AND WELFARE:
Industrial Relations at all divisions of the company were very cordial
throughout the year.
Your Directors express their sincere appreciation for the dedicated
efforts put in by all the employees and for their continued
contribution for ensuring improved performance of your company during
the year.
12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report for the year under review as
required under Clause 49 of the Listing Agreement is presented in a
separate section forming part of the Annual Report.
13. CORPORATE GOVERNANCE:
Your company attaches considerable significance to good Corporate
Governance as an important step towards building investor confidence
and maximum long term shareholder value. Pursuant to Clause 49 of the
Listing Agreement with the stock exchange, a compliance report on
Corporate Governance has been annexed hereto as part of the Annual
Report. The company is in compliance with the requirements and
disclosures that have to be made in this regard. The Auditors
certificate on compliance with Corporate Governance requirements by the
company forms part of the said report.
14. FIXED DEPOSITS:
The Company has not accepted and /or renewed, during the year under
consideration, fixed deposits from the public. The Company has not
accepted any deposits from the Directors and shareholders during the
year under consideration.
There were no matured deposits, remained outstanding, unpaid or
unclaimed, as at 31s March, 2010.
15. AUDITORS REPORT:
The observations made by the Auditors in their report has been
clarified in the relevant notes forming part of the accounts, which are
self explanatory and need no further elaboration.
16. ACKNOWLEDGEMENTS:
The Directors express their deep gratitude and thank to all government
authorities, financial institutions, transfer agents, banks,
consultants, solicitors, shareholders of the company for their
continued support and encouragement. The Directors also place on
record their profound admiration and sincere appreciation of the
continued hard work put in by employees at all levels.
For and on behalf of the Board of Directors
V. K. Chopra
Chairman & Managing Director
Place : Mumbai
Date : 6th September, 2010
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