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Directors Report of Setubandhan Infrastructure Ltd.
Mar 31, 2023
The Board of Directors and the Resolution Professional (RP) present the 27th Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements (together "the Financial Statements") and the Auditors Report thereon for the Financial Year ended on 31st March 2023.
The National Company Law Tribunal ("NCLT"), Mumbai Bench, vide its order dated 28th November 2022 ("Insolvency Commencement Order") has initiated Corporate Insolvency Resolution Process ("GRP") based on petition filed by the financial creditor State bank of India under section 7 of the Insolvency and Bankruptcy Code, 2016 ("the Code"). Mr. Sandeep D. Maheshwari IP Registration No. IBBI/IPA-001/IPP00640/2017-2018/11093 was appointed as Interim Resolution Professional ("IRP") to manage affairs of the Company in accordance with the provisions of the Code. At the first meeting of the Committee of Creditors("CoC") held on 28th December 2022, Mr. Sandeep D. Maheshwari was appointed as Resolution Professional (RP/ Resolution Professional) for the Company. Pursuant to the Insolvency Commencement Order and in line with the provisions of the Code, the powers of the Board of Directors are suspended with effect from the CIRP commencement date i.e. 28.11.2022 and the same are exercised by RP.
During the CIR Process, Form G was initially issued by the RP on 28/01/2023 and pursuant thereto, resolution plans were received by the RP. However, for maximization of value, the CoC, at its 11th CoC meeting, resolved for re-issuance of Form G. Hence, a fresh Form G was issued on 26/08/2023 and the resolution plan process is rerun. The users of this document may please note the same.
Since the company is under Corporate Insolvency Resolution Process (CIRP), as per Section 17 of the Insolvency & Bankruptcy Code, from the date of appointment of the Resolution Professional.
a) the management of the affairs of the company are vest in the Resolution Professional.
b) the powers of the Board of Directors of the company were stand suspended and be exercised by the Resolution Professional.
c) the officers and managers of the company are report to the Resolution Professional and
provide access to such documents and records of the company as may be required by the Resolution Professional.
d) the financial institutions maintaining accounts of the company were act on the instructions of the Resolution Professional in relation to such accounts and furnish all information relating to the company available with them to the Resolution Professional.
|
(Rs.in Lakhs) |
||||
|
Financial Results and Appropriations |
Standalone |
Consolidated |
||
|
Year ended 31/03/2023 |
Year ended 31/03/2022 |
Year ended 31/03/2023 |
Year ended 31/03/2022 |
|
|
Revenue from Operations |
849.62 |
9066.78 |
6,998.83 |
11,017.51 |
|
Other Income |
53.74 |
27.45 |
54.28 |
29.87 |
|
Total Revenue |
903.36 |
9094.23 |
7,053.11 |
11,047.38 |
|
Profit/Loss Before Tax(PBT) |
46.46 |
(564.98) |
54.67 |
(562.92) |
|
Less: Taxation |
43 |
47.99 |
45.54 |
48.82 |
|
Net Profit after Tax (PAT)/Loss |
3.46 |
(612.97) |
9.13 |
(611.73) |
|
Other Comprehensive income (net of tax) |
0 |
0.17 |
0 |
0.17 |
|
Total comprehensive income for the year |
3.46 |
(612.80) |
9.13 |
(611.57) |
Note: The Company discloses financial results on a quarterly basis of which results are subjected to limited review and publishes audited financial results on an annual basis. The Financial Statements as stated above are also available on the website of the Company at www.prakashconstro.com.
2. FINANCIAL PERFORMANCE Consolidated
During the year under review, the Company recorded consolidated total revenue of Rs. 11,047.38 lakhs as compared to Rs. 7,053.11 lakhs for the previous year and Net Profit for the year stood at Rs.9.13 lakhs for the year under review as compared to the net loss of Rs. 611.57 lakhs for the previous year.
Standalone
During the year under review, the Company recorded total revenue of Rs. 903.36 lakhs as compared to Rs.9094.23 lakhs for the previous year and Net Profit for the year stood at Rs. 3.46 lakhs for the year under review as compared to the Net loss of Rs. 612.80 lakhs for the previous year.
Kindly note that the responsibility of preparation of financial statements that give a true and fair view of the financial position and financial performance of the Company as on the date of CIRP rests with the erstwhile management. The audited financial statements as on the CIRP commencement date i.e., 28th November 2022 have been provided by the erstwhile management of the Company. The RP has relied upon the audited financial statements as on 28/11/2022 provided by the erstwhile management and prepared the financial statements for the period 29/11/2022 to 31/03/2023 based on bank statements of the Company. Further, the RP has approved the financial statements for the period 29/11/2022 to 31/03/2023 only to the limited extent of fulfilling his responsibility under the Companies Act and makes no representation of or so issues any statements in relation to financials being true, fair, accurate and complete in all respects.
The Company is engaged in the activities of Construction of buildings carried out on own-account basis or on a fee or contract basis / Project Supply. There was no change in nature of the business of the Company, during the year under review.
4. MATERIAL CHANGES AND COMMITMENTS
No such material changes and commitments were reported during the year.
Keeping in view need to conserve resources of the Company, Directors are constrained not to recommend any dividend for the year under review.
6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has two subsidiary companies named Unique Vastu Nirman & Projects Private Limited and Bhumit Real Estate Private Limited. However company sold off stake in Bhumit Real Estate Private Limited on 30.06.2022. A statement containing brief financial details of the subsidiaries is included in the Annual Report.
As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a consolidated financial statement of the Company and its subsidiary is attached. The consolidated financial statements have been prepared in accordance with the relevant accounting standards as prescribed under Section 129 (3) of the Act. These financial statements disclose the assets, liabilities, income, expenses and other details of the Company and its subsidiary.
Pursuant to the provisions of Section 129, 134 and 136 of the Companies Act, 2013 read with rules framed thereunder and pursuant to Regulation 33 (3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company had prepared consolidated financial statements of the company and its subsidiaries and a separate statement containing the salient features of financial statement of subsidiaries, joint ventures and associates in Form AOC-1 forms part of the Directors'' Report as Annexure -1.
7. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 34 of the IBC, the powers of the Board of Directors stood suspended, and such powers were vested with the Resolution Professional Mr. Sandeep Maheshwari. In light of the aforesaid and pursuant to the requirements under sub section (3)(c) and (5) of Section 134 of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, it is hereby confirmed by the Resolution Professional along with the directors (power suspended) that:
a) In the preparation of the annual accounts for the financial year ended 31 March, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
b) Accounting policies have been selected and applied consistently and judgments and estimates made that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for the year under review;
c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the 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) Internal financial controls to be followed by the Company have been laid down and ensured that such internal financial controls are adequate and operating effectively; and
f) Proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ''Meetings of the Board of Directors'' and ''General Meetings'', respectively, have been duly followed by the Company.
Company recognizes the importance of Good Corporate Governance, which is the tool of building strong and everlasting beneficial relationship with customers, suppliers, bankers and more importantly with the investors. Corporate Governance is strongly driven by our values such as quality, commitment, customer orientation and integrity.
Our Corporate Governance Report for fiscal 2023 forms an integral part of this Annual Report, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
10. MANAGEMENT DISCUSSION AND ANALYSIS
Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulationsâ), is presented in a separate section, forming part of the Annual Report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The company is under Corporate Insolvency Resolution Process initiated by the National Company Law Tribunal, Mumbai ("NCLTâ), the power of the Board of Directors of the company stood suspended and such powers are vested with the Resolution Professional to manage the affairs of the company. The responsibility is with the Resolution Professional to continue the operations of the company.
There was no appointment during the year under review.
In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms. Prachi Jaju (DIN: 05264625), Executive Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment, subject
to the approval of the Members of the Company. The Board recommends the re-appointment of Ms. Prachi Jaju for your approval. A brief Resume is attached with the Notice of Annual General Meeting.
''Independence'' of Directors means as defined in Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent:
a) Mr. Shankar Rathi
b) Ms. Jyoti Rathi
c) Mr. Suresh Sarda
Declaration by Independent Directors
Since the CIRP has been initiated and the board has been suspended w.e.f. 28.11.2022 therefore Declaration by Independent Directors are not received during the financial year March 31 2023.
The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder.
Mr. Prakash Laddha - Whole Time Director & Chief Financial Officer
Policy on Director''s Appointment and Remuneration
The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board and separate its functions of governance and management. The Board consists of four members, two of whom are independent directors. The Company''s policy on directors'' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report.
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015, the Board has carried out annual evaluation of its own performance, that of its committees and individual directors for the financial year 2022-23 till 28th November, 2022, however as the CIRP is initiated against the Company, the powers of the Board of Directors (including evaluating the performance of Board, its committee and individual Directors) were suspended. Therefore, during the financial year 2022-23, the evaluation of the performance of the Board of Directors and of its committees and individual Directors were taken under the supervision of Resolution Professional.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Information relating to Conservation of Energy, Technology Absorption and Foreign Earning and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read together with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of this Report as Annexure II.
As required under Section 134(3)(a) and sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Extract of the Annual Return as at March 31, 2023 is put up on the Company''s website and can be accessed at www.prakashconstro.com.
14. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
In accordance with the provisions of Sec. 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is not applicable to the Company as there was no employee drawing remuneration of Rs.1 crore and 2 lakhs per annum or Rs. 8 lakhs and 50 thousand per month during the year ended March 31, 2023.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136(1) of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
No related party transactions that were entered during the financial year. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Accordingly, the disclosure of related party transaction as require under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is not applicable.
16. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
There has not been an occasion in case of the Company during the year to transfer any sums to the Investor Education and Protection Fund.
17. AUDITORS Statutory Auditors
For the current financial year 2022-23, M/s Grandmark & Associates were the statutory auditors for the Company prior to the commencement of the CIR Process i.e. from the period 1st April 2022 to 27th November 2022.
The Resolution Professional subsequently appointed M/s J AM PR S & Company, Delhi as Statutory Auditors of the company w.e.f. 28.11.2022 and the Committee of Creditors approved their appointment through resolution passed in its 1st CoC meeting held on 28th December 2022.
The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors'' Report does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report.
Kindly note till the date of CIRP, the responsibility of preparation of financial statements that give a true and fair view of the financial position and financial performance of the Company rests with the erstwhile Board of Directors. The RP approved the financials only to the limited extent of fulfilling its responsibility under the Companies Act and makes no representation of or so issue any statements in relation to financials being true, fair, accurate and complete in all respects.
Disclosure of total fees paid to Statutory Auditor, on a consolidated basis
During the Financial Year 2022-23, total fees amounting of Rs. One lakh plus applicable taxes is payable to Statutory Auditors, on consolidated basis.
Secretarial Auditor
The Board appointed Mr. Ketan Shirwadkar (ACS: 37829, COP: 15386), Practicing Company Secretary, Mumbai to conduct Secretarial Audit for the Financial Year 2022-2023. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed herewith marked as Annexure I to this Report.
Annual Secretarial Compliance Report
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019 read with Regulation 24(A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, directed listed entities to conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all applicable SEBI Regulations and circulars/guidelines issued thereunder.
The said Secretarial Compliance report is in addition to the Secretarial Audit Report by Practicing Company Secretaries is required to be submitted to Stock Exchanges within 60 days of the end of the financial year.
During the year, there is no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet. Hence there are no particulars to report about the deposit falling under Rule 8 (5)(v) and (vi) of Companies (Accounts) Rules, 2014.
The Equity Shares of the Company continue to be listed on the BSE Limited and National Stock Exchange of India Limited.
20. SIGNING OF THE FINANCIAL STATEMENTS
This is to inform you that the Resolution Professional has approved and authenticated its Audited Financial Results for the year ended March 31, 2023 in the meeting duly held on 30th May, 2023, which is well within the statutory time limits as prescribed in the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
21. SIGNIFICANT & MATERIAL ORDERS
There are no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future. However-
A petition for initiation of Corporate Insolvency Resolution Process filed by State bank of India has been admitted against the Company vide NCLT, Mumbai bench order dated 28th November, 2022 and Mr. Sandeep Maheshwari (Reg. No. IBBI/IPA-001/IP-P00640/2017-18/11093) having address at 1, Ground Floor, Shree Laxmi Niwas CHS, Near Anthony Bakery, Kolbad, Thane, Maharashtra-400601 (Email- [email protected]) has been appointed as Interim Resolution Professional by NCLT, Mumbai Bench.
22. OTHER DISCLOSURES Share Capital
The Paid-up Equity Share Capital as at March 31, 2023 stood at Rs. 1256.78 lakhs. During the year under review, there were no changes which have taken place in the authorized and paid-up share capital of the Company.
6(Six) meetings of Board of Directors were held during the year before the commencement of CIRP period upto November 28 2022 i.e. April 26 2022, May 30 2022, June 27 2022, August 13 2022, September 9 2022 & November 14 2022. Particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report.
After commencement of CIRP period w.e.f. November 28 2022 following are the COC Meeting which were conducted by Resolution Professional (RP) as under:
|
Sr.No. |
Date of COC Meeting |
|
1. |
December 28 2022 |
|
2. |
January 23 2023 |
|
3. |
February 20 2023 |
|
4. |
March 23 2023 |
24. INDEPENDENT DIRECTORS MEETING:
Since the CIRP has been initiated and the board has been suspended w.e.f. 28.11.2022 therefore no meeting of the Independent Directors was held during the year under review.
25. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company is not falling under any of applicability criteria''s of CSR as mentioned under the Provisions of Section 135 of Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules, 2014, therefore it is not mandatory for the company to form Corporate Social Responsibility (CSR) Committee and a Policy on Corporate Social Responsibility.
26. PARTICULARS OF LOAN GIVEN, INVESTMENTS MADE, GUARANTEE GIVEN AND SECURITY PROVIDED:
Particulars of loan given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.
27. INTERNAL FINANCIAL CONTROLS:
Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the Statutory Auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during the financial year 2022-23.
Adequate internal control systems commensurate with the nature of the Company''s business and size and complexity of its operations are in place and have been operating satisfactorily.
The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders'' value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organisations faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures. At present the company is under CIRP therefore the related risk is associated with the company.
30. VIGIL MECHANISM & WHISTLE BLOWER POLICY
The Company has a Vigil mechanism & Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be reported to the Vigilance & Ethics Officer which operates under the supervision of the Audit Committee, as protected disclosures through an e- mail, or dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee. The said Policy is available on the website of the Company at http://www.prakashconstro.com/pdf/VIGIL MECHANISM.pdf.
31. POLICY ON RELATED PARTY TRANSACTIONS
The Board of the Company has adopted the Policy and procedure with regard to Related Party Transactions. The policy envisages the procedure governing the materiality of Related Party Transactions and dealing with Related Party transactions required to be followed by Company to ensure compliance with the Law and Regulation. The said Policy is available on the website of the Company at http://www.prakashconstro.com/pdf/PCL%20-%20RPT%20Policy.pdf.
32. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
There were no incidences of sexual harassment reported during the year under review, in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.
33. Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company''s shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
Directors of the Company states 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:
i. Details relating to deposits covered under Chapter V of the Act.
ii. Issue of equity shares with differential rights as to dividend, voting or otherwise.
iii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
iv. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.
v. Neither the Managing Director nor the Whole Time Director of the Company receives any remuneration or commissions from any of its subsidiaries.
vi. No fraud has been reported by the Auditors to the Audit Committee or the Board.
35. DISCLOSURE UNDER INSOLVENCY AND BANKRUPTCY CODE (CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP) :
A petition for initiation of Corporate Insolvency Resolution Process under Section 7 of the Insolvency and Bankruptcy Code, 2016 filed by State Bank of India (Financial Creditor) has been admitted against the Company vide Honorable National Company Law Tribunal, Mumbai bench order dated 28th December 2022and Mr. Sandeep D. Maheshwari, an Insolvency Professional having Registration No: IBBI/IPA-001/IP-P00640/2017-2018/11093 has been appointed as Interim Resolution Professional/ Resolution Professional by NCLT, Mumbai Bench under Section 13(1)(c) of the Insolvency and Bankruptcy Code, 2016.
Pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (LODR), and in accordance with the requirements of sub-clause 16(h) of Para A of Part A of Schedule III of LODR read with Section 25(2)(h) of Insolvency & Bankruptcy Code, 2016 and Regulation 36A of IBBI (Insolvency Resolution Process for Corporate Persons) Regulations, 2016, the Invitation for Expression of Interest in Form - G was published on 30th November, 2022 for its submission to the RP on or before 1st December 2022 pursuant to which the Resolution Professional has received one (1) resolution plan. The matter is under active deliberation.
Statutory Auditors:
QUALIFICATIONS OF AUDITORS: -
i. We have been appointed as statutory auditor for the period 29th November 2022 to 31st March, 2023, however, we have audited financial statement for this period and we have also authenticated combined financial statements for the year 2022-23 relying on the audited figures of previous auditors for the period ended 28.11.2022. Further we have also incorporated the audit report of erstwhile auditor while forming the audit report for the year ended 31st March, 2023.
ii. Balance Confirmation of Assets and liabilities along with other documentary evidence has not been made available to us and also the liabilities and assets has not been restated according to claim received and accepted during the CIRP period and the balance of various assets and liabilities has been taken solely on the basis of audited financial statement as on 28.11.2022. The same has also been mentioned in the Significant accounting policies by Resolution professional while preparing the financial statement Secretarial Auditors
Reply: At present the company is under CIRP.
QUALIFICA TIONS OF SECRETARIAL AUDITORS: -
1. In Terms of Clause 4 of Schedule B of Regulation 9 of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, Intimation of Trading Window Closure for the quarter ended March 31, 2022 & June 30, 2022 was delayed in Submission as per stipulated time.
2. In Terms of Regulation 13(3) of SEBI (LODR) 2015 Quarterly and year to date Investors Complaints for the quarter ended March 31, 2022, June 30, 2022 and December 31, 2022 were delayed in submission as per stipulated time.
3. In Terms of Regulation 27(2) of SEBI (LODR) 2015 Submission of Corporate Governance Report for the quarter ended December 31, 2022 was required to be filed by 21st January, 2023, however Company filed the same to BSE and NSE on 18th July, 2023 with delay of 178 Days, hence the company did not comply with the requirements of Regulation 27(2) of SEBI (LODR) 2015 as company is under corporate insolvency resolution process.
4. In terms of Regulation 31(1)(b) of SEBI (LODR) 2015 Shareholding Pattern for the quarter ended December 31, 2022 was delayed in submission as per stipulated time.
5. In Terms of Regulation 29 of SEBI (LODR) 2015 Intimation of Board Meeting for Financial Results for the quarter ended December 31, 2022 was required to be filed 7 days before Board Meeting, however Company has not filed the same for the quarter ended December 31, 2022 to BSE and NSE. Hence the company did not comply with the requirements of Regulation 29 of SEBI (LODR) 2015 as company is under corporate insolvency resolution process.
6. In Terms of Regulation 74(5) of SEBI (DEPOSITORIES AND PARTICIPANTS) Regulations, 2018, submission of Demat/Remat Status for the quarter ended March 31, 2022 and December 31, 2022 was required to be filed within 15 days from end of respective quarter, However for the quarter ended March 31, 2022 the Company has filed the same to BSE on 20th April, 2022 (Delay of 5 Days), and for the quarter ended December 31, 2022 company have filed the same to BSE and NSE on 31st January, 2023 (Delay of 15 Days).
7. Company Secretary resigned on 09.11.2020 and the company has not appointed a Whole Time Company Secretary & Compliance Officer till the signing of this report.
8. The Title deeds of one of the immovable properties viz., Floors of Pinnacle Mall are not in the name of the Company. The Company has entered a lease agreement with Silver Key Developers Private Limited for it.
9. In terms of SEBI regulations and guidelines issued by the Institute of Chartered Accountants of India (ICAI) it is mandatory for listed entities, that limited review/statutory audit reports submitted to the concerned stock exchanges shall be given only by those auditors who have subjected themselves to peer review process and who hold a valid certificate issued by the ''Peer Review Board'' of the ICAI. However, the Statutory A uditors does not hold a valid peer review certificate during the period of Audit.
Reply: At present the company is under CIRP.
Electronic copies of the Annual Report 2022-23 and the Notice of the 27th Annual General Meeting are sent to all members whose email addresses are registered with the Company/ depository participant(s). For members who have not registered their email addresses, physical copies are sent in the permitted mode.
Your directors wish to place on record and acknowledge their appreciation for the continued support and co-operation received from Government Authorities, lending institutions, and esteemed shareholders of the company. Directors also record their appreciation for the total dedication of the employees.
Mar 31, 2018
The Directors have the pleasure in presenting their 22nd Annual Report on the business and operations of the Company together with the Audited Statement of Accounts and Auditorsâ Report of the Company for the financial year ended 31st March, 2018:
REVIEW OF BUSINESS OPERATION:
- CONSOLIDATED FINANCIAL RESULTS:
The Companyâs Consolidated financial performance for the year under review along with previous yearâs figures are summarized as under:
(Rs. in Crore)
|
Particulars |
31st March, 2018 |
31st March, 2017 |
|
Net Sales |
283.91 |
231.80 |
|
Profit Before Interest Depreciation & Tax |
19.15 |
16.71 |
|
Less : Interest |
6.83 |
5.90 |
|
Profit Before Depreciation & Tax |
12.32 |
10.81 |
|
Less: Depreciation |
2.03 |
1.07 |
|
Profit before Tax (PBT) |
10.29 |
9.74 |
|
Less: Provision for Taxation including Deferred Tax Charge |
3.26 |
2.57 |
|
Profit after Taxation (PAT) |
7.03 |
7.17 |
|
Less: Share of minority interest and share of profit of associates (net) |
- |
0.04 |
|
Surplus available for appropriation |
7.03 |
7.13 |
Note : The Financial Results of the Company have been prepared in accordance with the Indian Accounting Standards (Ind AS) w.e.f. April 1, 2017. Consequently, the results for the previous period have also been restated as per Ind AS.
Your Company recorded a consolidated turnover of Rs. 283.91 Crin F.Y. 17-18. Compared to last yearâs performance, this year company has managed a rise in profits despite of subsided business conditions.
The performance of the Company on a standalone basis for the year ended 31st March, 2018 is as under:
- STANDALONE FINANCIAL RESULTS:
The Companyâs Standalone financial performance for the year under review along with previous yearâs figures is summarized as under:
(Rs. in Crore)
|
Particulars |
31st March, 2018 |
31st March, 2017 |
|
Net Sales |
283.91 |
217.47 |
|
Profit Before Interest Depreciation & Tax |
19.15 |
15.36 |
|
Less : Interest |
6.83 |
5.78 |
|
Profit Before Depreciation & Tax |
12.32 |
9.58 |
|
Less: Depreciation |
2.03 |
0.95 |
|
Profit before Tax (PBT) |
10.29 |
8.63 |
|
Less: Provision for Taxation including Deferred Tax Charge |
3.26 |
2.22 |
|
Profit after Taxation (PAT) |
7.03 |
6.41 |
|
Add: Profit Brought Forward from previous year |
50.79 |
45.14 |
|
Surplus available for appropriation |
57.82 |
51.55 |
|
Appropriations: |
||
|
Proposed dividend on equity shares |
- |
0.63 |
|
Dividend Tax |
- |
0.13 |
|
Transfer from/ to General Reserves |
- |
- |
|
Transfer for Bonus Shares |
- |
- |
|
Transfer to Debenture Redemption Reserve |
- |
- |
|
Balance |
57.82 |
50.79 |
Your Company has maintained profits considerably despite of adverse situations and business environment. Hence, the total turnover & profit after tax seems to be reasonable. Your Company expects the current economic and business environment to stay challenging over the next few quarters.
DIVIDEND / BONUS:
The company this year proposes to utilize its profits for upcoming projects and diversification, further the Directors assure you that your funds will be utilized in the best possible manner and in the interest of the company; hence for companyâs growth and profit during this year, Final Dividend for Financial Year 2017-18 is not recommended.
TRANSFER TO RESERVE:
The amount of Rs. 7.03 Crores was transferred to Reserve in Financial Year 2017-18.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
Detailed Information is provided in Annexure I - AOC -1 forming part of this report.
CORPORATE GOVERNANCE
The Company is committed to maintaining highest standards of Corporate Governance aligned with the best practices. Pursuant to applicable provisions of the SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015, and adetailed report on Corporate Governance forms part of this Annual Report. The Company is in compliance with the various requirements and disclosures that have to be made in this regard. A certificate from the Auditors confirming compliance of the conditions of Corporate Governance as stipulated under the SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015 forms part of the Annual Report for this year.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of the business.
All related party transactions are placed for approval before the Audit Committee and also before the Board wherever necessary in compliance with the provisions of the Act and Listing Regulations. During the year, the Company has not entered into any contracts /arrangements/transactions with related parties which could be considered material in accordance with the policy of the Company on material related party transactions or under section 188(1) of the Act. Accordingly, there are no particulars to report in form AOC - 2 Details of the related party transactions during the year as required under SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015 and Accounting standards are given in Note 25 to the Standalone Financial statements.
The policy on dealing with the Related Party Transactions including determining material subsidiaries is posted in investors / Corporate Governance section on the Companyâs website www.prakashconstro.com
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion and Analysis Report of the operations of your Company and all of its Subsidiaries, associates as required under Regulation 34 (2)(e) and provisions of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms part of this Report and annexed to this report.
MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
The company has filed Scheme of Demerger with Bhumit Real Estate Private Limited during Financial Year 2016-17; the scheme of Demerger with same was filed. The scheme was withdrawn on 26th April, 2017.
The registered office of company shifted to Nashik vide Postal Ballot Resolution 4th July, 2018.
Mr.PrakashLaddha was re-designated as Non-Executive Director and Mr.PrafullaBhat was re-designated as Executive Director on 14th September, 2017 and regularized on 4th July, 2018 via Postal Ballot.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS
There are no significant and material orders passed by the regulators or others.
PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS BY THE COMPANY
Details of Loans, Guarantee or Investments covered under the provision of Section 186 of the Companies Act, 2013 (the Act) are given in the note No. 30 to the Standalone Financial Statements.
CREDIT RATING:
The Company has conducted credit rating from India Ratings & Research. The Credit rating given by India Ratings & Research is BBB for long term funds and A3 for short term which means the instruments are considered to have the moderate degree of safety regarding timely payment of financial obligations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company has 6 Directors consisting of a Managing Director, one Executive director, two Non-Executive Directors and two Non-Executive Independent Directors, one of whom is a Woman Director. The company has three Key Managerial Personnel including Managing Director Mr. T. G. Krishnan, Chief Financial Officer Mr. Praveen Purohit and Company Secretary Ms.MadhuraUbale.
The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.
During the year, following were the changes in Directorship of the Company:
Appointments:
On 14thSeptember, 2017, Mr.PrafullaBhat was re-designated as Executive Director of the company by Board who was regularized on 4th July, 2018 via Resolution passed via Postal Ballot.
Mr.PrakashLaddha was re-designated as Non- Executive Director on 14th September, 2017 and regularized via Resolution passed through Postal Ballot on 4th July, 2018.
Further details on the Directors including remuneration, remuneration policy, criteria for qualification, independence, etc. are given in the Corporate Governance Report, which forms part of this Annual Report
Re-appointments:
Following Directors of the Company retire from office by rotation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting:
- Mr.PrafullaBhat
Resolutions seeking their appointment have been included in the notice of ensuing Annual General Meeting.
Appointment/ resignations of Key Managerial Personnel
Mr.PradeepKhandagale resigned from Board on 26th April, 2017. Apart from that, there was no appointment or resignation of Key Managerial Personnel during Financial Year 2017-18.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013 with respect to Directorâs Responsibility Statement it is hereby declared that:
a) In the preparation of the annual accounts for the financial year ended 31st March, 2018 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis.
e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
MEETINGS OF THE DIRECTORS:
During the year Seven (7) Board Meetings and Five (5) Audit Committee Meetings were convened and held and the detailed information on the meetings of the Board and all its Committees are included in the report on Corporate Governance, which forms part of this Annual Report.
The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015 entered into with the Stock Exchanges.
Company has complied with the Secretarial Standards as applicable to the company pursuant to the provisions of companies Act, 2013
AUDIT COMMITTEE
Audit Committee of the Board has been constituted in terms of SEBI (Listing Obligation and Disclosure Requirements), Regulations 2015 and Section 177 of the Companies Act 2013. Constitution and other details of the Audit Committee are given in Corporate Governance Report.
FAMILIARIZATION PROGRAMMES
The Company had conducted various sessions during the financial year to familiarize Independent Directors with the Company.
The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company : www.prakashconstro.com.
BOARD''S EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI(LODR)Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The requisite details as required by Section 134(3) (e), Section 178(3) & (4) and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 are given in Corporate Governance Report annexed to this Report.
EXTRACT OF ANNUAL RETURN
In accordance with section 134(3)(a) and section 92(3) of Companies Act,2013,an extract of annual return as on 31st March, 2018 in form MGT-9 is annexed to this report as âAnnexure II" and forms part of this Board Report.
AUDITORS
Statutory Auditors
There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended 31st March, 2018.
Cost Auditors
As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, Cost Audit is applicable to the Company and in view of the same M/s. SriniwasDiddi, Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2018-19. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM. Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.
Secretarial Auditors
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company has appointed M/s. D. M. Zaveri&Co, Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company for the FY 2018-19. The Secretarial Audit report is annexed herewith as âAnnexure III". The said report does not contain any qualification, adverse remarks or disclaimer.
CASH FLOW STATEMENT
In conformity with the provisions of Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Cash Flow statement for the year ended 31st March, 2018 is prepared in compliance with Accounting Standard 3 of the The Companies (Indian Accounting Standards) Rules, 2015and annexed hereto.
PUBLIC DEPOSITS:
Your Company has not accepted/renewed any public deposits during the year under review and there are no outstanding public deposits from the public as on 31st March, 2018.
HUMAN CAPITAL & PARTICULARS OF EMPLOYEES
In accordance with the provisions of Sec. 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is not applicable to the Company as there was no employee drawing remuneration of Rs. One Crore and 2 lacs per annum or Rs. 8 lac and 50 thousand per month during the year ended March 31, 2018.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136(1) of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act âThe Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013ââ has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. There was no complaint received from any employee during the year, nor any complaint remains outstanding for redressal as on March 31, 2018.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as per Section 134 of Companies Act, 2013 and forming part of the Directors Report:
A. CONSERVATION OF ENERGY:
Particulars of Conservation of Energy are not given as the company is not covered by the Schedule of Industries which requires furnishing of information in Form A of total consumption of energy & per unit of consumption.
(a) Steps taken or impact on conservation of energy: However, in our real estate development projects, where electrical power is expected to be provided to the clients, care is taken to ensure that transformers with minimum losses are purchased, cables and wires of adequate sizes are provided, and instead of copper aluminum is used as far is possible. The power factor of the system is maintained near 0.95 by providing APFC panel as far as possible or providing capacitors of good & reputed make.
So far as our construction equipment is concerned, we try to ensure that diesel run equipment is avoided, and instead electrically run machines are used as a matter of eco-friendly step. The electrical motors and pump sets used are of high efficiency type.
(b) The Step taken by the company for utilizing alternate sources of energy: NIL
(c) The Capital investment on energy conservation equipment: NIL
B. TECHNOLOGY ABSORPTION:
1) Specific Areas:
Research & Development activities are being carried out for reduction in wastage in the construction activity stage.
2) Benefits derived:
The company has been able to reduce the wastage at the construction activity stage to its minimum.
3) The expenditure on above being insignificant when compared to turnover.
4) The company endeavors to continue its work in area set out in (1) above.
5) Technology absorption, Adoption & innovation:
Continuous efforts are being made for its improvement in performance in the construction activity stage, technology absorption, adoption & innovations.
No technology has been imported & absorbed by the company during previous years from the beginning of the financial year under review & hence no relevant information is required to be given.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
There were no foreign exchange earnings or outgo during the year under review.
SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
e. SHARES WITH DIFFERENTIAL VOTING RIGHTS
The company has not issued equity shares with differential voting rights during the period under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has framed a CSR policy in compliance of the relevant provisions of the Companies Act, 2013 and the same is uploaded on the website of the Company www.prakashconstro.com. . The CSR Annual Report enclosed as Annexure â IV forms part of this report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY.
Under Section 177(9) of Companies Act 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil Mechanism for directors and employees to report genuine concerns and grievances. The vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provides for direct access to the Chairperson of the Audit Committee. Copy of vigil mechanism is available on companyâs website www.prakashconstro.com.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee and in line with provisions of Section 178 of Companies Act, 2013 framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND STANDARDS
The Company has built adequate internal control systems towards achieving efficiency and effectiveness in operations, optimum utilization of resources, cost reduction and effective monitoring thereof as well as compliance with all applicable laws.
The Internal Control Mechanisms comprise a well-defined organization structure, documented policy guidelines, pre-determined authority levels and processes commensurate with size and capacity of the organization, faster decision making and fixing the level of responsibility.
The senior management members meet frequently and undertake extensive checks and reviews through internal auditors, who provide independent and professional observations. The Board reviews internal audit reports and periodically reviews the adequacy of internal controls.
RISK MANAGEMENT
The Company has laid down a well-defined risk management mechanism covering the risk mapping and analysis, risk exposure, potential impact and risk mitigation measures. A detailed exercise is carried out every year to identify, evaluate, manage and monitor the principal risks that can impact the Companyâs ability to achieve its strategic and financial objectives. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Details on the risk elements which the Company is exposed to are covered in the Management Discussion and Analysis which forms part of this Report. The Company has formally framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. The Risk management committee under the chairmanship of an independent director oversees the risk management process.
ACKNOWLEDGEMENTS:
Your Directors acknowledge with gratitude the support and cooperation received by the Company from the various Government authorities, Bankers, Shareholders and Customers, during the year.
Further, the Directors wish to place on record their sincere appreciation to all the employees for their dedication and commitment. The hard work and unstinting efforts of the employees have enabled the Company to sustain and further consolidate its position in the industry.
For PrakashConstrowell Limited
Place: Nashik Mr.Prakash P Laddha Mr.Trichur G. Krishnan
Date: 13.08.2018 Chairman Managing Director
Mar 31, 2016
The Directors have the pleasure in presenting their 20th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts and Auditorsâ Report of the Company for the financial year ended 31st March, 2016:
REVIEW OF BUSINESS OPERATION:
- CONSOLIDATED FINANCIAL RESULTS:
The Companyâs Consolidated financial performance for the year under review along with previous yearâs figures are summarized as under:
(Rs. in Crore)
|
Particulars |
31st March, 2016 |
31st March, 2015 |
|
Net Sales |
197.27 |
160.27 |
|
Profit Before Interest Depreciation & Tax |
13.06 |
4.21 |
|
Less : Interest |
6.64 |
6.33 |
|
Profit Before Depreciation & Tax |
6.42 |
2.12 |
|
Less: Depreciation |
0.81 |
0.65 |
|
Profit before Tax (PBT) |
5.61 |
(2.77) |
|
Less: Provision for Taxation including Deferred Tax Charge |
2.52 |
1.87 |
|
Profit after Taxation (PAT) |
3.10 |
(4.63) |
|
Less: Share of minority interest and share of profit of associates (net) |
(0.85) |
(3.80) |
|
Surplus available for appropriation |
3.94 |
(0.84) |
Your Company recorded a consolidated turnover of Rs. 197.27 Cr in FY 15-16. Compared to last years performance, this year company has managed a rise in profits despite of subsided business conditions.
The performance of the Company on a standalone basis for the year ended 31st March, 2016 is as under:
- STANDALONE FINANCIAL RESULTS:
The Companyâs Standalone financial performance for the year under review along with previous yearâs figures is summarized as under:
(Rs. in Crore)
|
Particulars |
31s1 March, 2016 |
31st March, 2015 |
|
Net Sales |
181.29 |
129.67 |
|
Profit Before Interest Depreciation & Tax |
13.43 |
9.69 |
|
Less : Interest |
5.55 |
4.20 |
|
Profit Before Depreciation & Tax |
7.89 |
5.50 |
|
Less: Depreciation |
0.51 |
0.51 |
|
Profit before Tax (PBT) |
7.38 |
4.99 |
|
Less: Provision for Taxation including Deferred Tax Charge |
2.54 |
1.87 |
|
Profit after Taxation (PAT) |
4.83 |
3.12 |
|
Add: Profit Brought Forward from previous year |
40.31 |
37.19 |
|
Surplus available for appropriation |
45.14 |
40.31 |
|
Appropriations: |
|
|
|
Proposed dividend on equity shares |
- |
- |
|
Dividend Tax |
- |
- |
|
Transfer from/ to General Reserves |
- |
- |
|
Transfer for Bonus Shares |
- |
- |
|
Transfer to Debenture Redemption Reserve |
- |
- |
|
Balance transferred to Balance Sheet |
45.14 |
40.31 |
Your Company has maintained profits considerably despite of adverse situations and business environment. Hence, the total turnover & profit after tax seems to be reasonable. Your Company expects the current economic and business environment to stay challenging over the next few quarters.
DIVIDEND / BONUS:
The company this year proposes to utilize its profits for upcoming projects and further the Directors assure you that your funds will be utilized in the best possible manner and in the interest of the company; hence for companyâs growth and profit during this year, the company has not declared any Dividend to equity Shareholders.
TRANSFER TO RESERVES
For the financial year ended 31st March, 2016, your Company proposes to transfer Rs. 45.14 crore amount of profit to Profit and Loss Account (or any other reserves) of the Company.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
Detailed Information is provided in Corporate Governance Report annexed below.
CORPORATE GOVERNANCE
The Company is committed to maintaining highest standards of corporate governance aligned with the best practices. Pursuant to applicable provisions of the SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 (the Listing Regulations or Listing Agreements), a detailed report on Corporate Governance forms part of this Annual Report. The Company is in compliance with the various requirements and disclosures that have to be made in this regard. A certificate from the Auditors confirming compliance of the conditions of Corporate Governance as stipulated under the Listing Regulations forms part of the Annual Report for this year.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of the business.
All related party transactions are placed for approval before the Audit Committee and also before the Board wherever necessary in compliance with the provisions of the Act and Listing Regulations. During the year, the Company has not entered into any contracts /arrangements/transactions with related parties which could be considered material in accordance with the policy of the Company on material related party transactions or under section 188(1) of the Act. Accordingly, there are no particulars to report in form AOC 2.
Details of the related party transactions during the year as required under Listing Regulations and Accounting standards are given in Note 25 to the Standalone Financial statements.
The policy on dealing with the Related Party Transactions including determining material subsidiaries is posted in investors / corporate governance section on the Companyâs website www.prakashconstro.com
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion and Analysis Report of the operations of your Company and all of its Subsidiaries, associates as required under Regulation 34 (2)(e) and provisions of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 forms part of this Report and annexed to this report.
MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There has been no material changes and commitment affecting the financial position of the Company which have occurred between the end of the Financial year of the Company to which the Financial statements relate and the date of the Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS
There are no significant and material orders passed by the regulators or others.
PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS BY THE COMPANY
Details of Loans, Guarantee or Investments covered under the provision of Section 186 of the Companies Act, 2013 (the Act) are given in the notes to the Standalone Financial Statements.
CREDIT RATING:
The Company has conducted credit rating from Brickwork Rating. The Credit rating given by Brickworkis BBB- for long term funds and A3 for short term which means the instruments are considered to have the moderate degree of safety regarding timely payment of financial obligations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company has 8 Directors consisting of a Managing Director, one Executive director, two Non-Executive Directors and 4 Non-Executive Independent Directors, one of whom is a Woman Director.
The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.
During the year, following were the changes in directorship of the Company:
Appointments:
The Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee appointed Mr. Prafulla Bhat (DIN: 0660451) as a Director in casual vacancy caused due to resignation of Mr Suresh G. Sarda (DIN: 00126625) and Mr. Vishal Ahuja (DIN: 07427944) as an Additional Independent Director on 4thMarch, 2016 to hold office up to the ensuing Annual General Meeting of the Company and being eligible, offer themselves for appointment. Notice under Section 160 of the Companies Act, 2013, has been received by the Company from a members, signifying their intention to propose the candidature of Mr. Prafulla Bhat as a Director and Mr. Vishal Ahuja as an Independent Director of the Company. (However on 13th August, 2016, Mr. Prafulla Bhat was appointed as Non-Executive Director of the company by Board.)Mr. Ramniwas Rathi (DIN: 06882263) resigned and Mr. Ravindra Sawant (DIN: 0569661) was appointed as Independent Director in casual vaccancy on 13.08.2016. Mr. Pradeep Khandagale (DIN: 01124220) was appointed as Non-Executive Director on 13.08.2016.
Further details on the Directors including remuneration, remuneration policy, criteria for qualification, independence, etc. are given in the Corporate Governance Report, which forms part of this Annual Report
Resignation:
Mr. Suresh G. Sarda resigned from the Board on 4th March, 2016 due to preoccupation. Mr. RamniwasRathi resigned on 13th August, 2016.
Re-appointments:
Following Directors of the Company retire from office by rotation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting:
- Mr. Prakash P. Laddha
Resolutions seeking their appointment have been included in the notice of ensuing Annual General Meeting.
Appointment/ resignations of Key Managerial Personnel
Post 31st March 2016, Mr. Vipul Lathi, Chief Financial Officer resigned w.e.f. 1st June, 2016.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013 with respect to Directorâs Responsibility Statement it is hereby declared that:
a) In the preparation of the annual accounts for the financial year ended 31st March, 2016 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis.
e) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
MEETINGS OF THE DIRECTORS:
During the year Board Meetings and Audit Committee Meetings were convened and held and the detailed information on the meetings of the Board and all its Committees are included in the report on Corporate Governance, which forms part of this Annual Report.
The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement entered into with the Stock Exchanges.
AUDIT COMMITTEE
Audit Committee of the Board has been constituted in terms of Listing Regulations and Section 177 of the Companies Act 2013. Constitution and other details of the Audit Committee are given in Corporate Governance Report.
FAMILIARIZATION PROGRAMMES
The Company had conducted various sessions during the financial year to familiarize Independent Directors with the Company.
The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company : www.prakashconstro.com.
BOARDâS EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Regulations of SEBI(LODR)Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The requisite details as required by Section 134(3)(e ), Section 178(3) & (4) and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 of the Listing Agreement are given in Corporate Governance Report annexed to this Report.
EXTRACT OF ANNUAL RETURN
In accordance with section 134(3)(a) and section 92(3) of Companies Act,2013,an extract of annual return as on 31st March, 2016 in form MGT-9 is annexed to this report as âAnnexure Iâ and forms part of this Board Report.
AUDITORS
Statutory Auditors
At the 18th Annual General Meeting held on 29th September, 2014 the members approved appointment of M/s. G. P. Pimpalikar and Associate, Jalgaon to hold office from the conclusion of the 18th Annual General Meeting until the conclusion of 21st Annual General Meeting, subject to ratification of the appointment by the Members, at every Annual General Meeting held after the 18th Annual General Meeting on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit. The Company has received certificate under Section 141 of the Companies Act, 2013, from the Statutory Auditors that their appointment, if made, would be within the limits as prescribed. The Board recommends the shareholders the ratification of appointment of M/s. G. P. Pimpalikar and Associates, Jalgaon, as Statutory Auditors of the Company.
There are no qualifications, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended 31st March, 2016.
Cost Auditors
As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, Cost Audit is applicable to the Company and in view of the same M/s. Sriniwas Diddi, Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2016-17. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM. Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.
Secretarial Auditors
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. D. M. Zaveri & Associates, Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company for the FY 2016-2017. The Secretarial Audit report is annexed herewith as âAnnexure IIâ The said report does not contain any qualification, adverse remarks or disclaimer.
CASH FLOW STATEMENT
In conformity with the provisions of Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Cash Flow statement for the year ended 31st March, 2016 is prepared in compliance with Accounting Standard 3 of the Companies (Accounting Standards) Rules, 2006 and annexed hereto.
PUBLIC DEPOSITS:
Your Company has not accepted/renewed any public deposits during the year under review and there are no outstanding public deposits from the public as on 31st March, 2016.
HUMAN CAPITAL & PARTICULARS OF EMPLOYEES
In accordance with the provisions of Sec. 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is not applicable to the Company as there was no employee drawing remuneration of Rs. One Crore and 2 lacs per annum or Rs. 8 lac and 50 thousand per month during the year ended March 31, 2016.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136(1) of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. There was no complaint received from any employee during the year, nor any complaint remains outstanding for redressal as on March 31, 2016.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as per Section 134 of Companies Act, 2013 and forming part of the Directors Report:
A. CONSERVATION OF ENERGY:
Particulars of Conservation of Energy are not given as the company is not covered by the Schedule of Industries which requires furnishing of information in Form A of total consumption of energy & per unit of consumption.
(a) Steps taken or impact on conservation of energy: However, in our real estate development projects, where electrical power is expected to be provided to the clients, care is taken to ensure that transformers with minimum losses are purchased, cables and wires of adequate sizes are provided, and instead of copper aluminum is used as far is possible. The power factor of the system is maintained near 0.95 by providing APFC panel as far as possible or providing capacitors of good & reputed make.
So far as our construction equipment is concerned, we try to ensure that diesel run equipment is avoided, and instead electrically run machines are used as a matter of eco-friendly step. The electrical motors and pump sets used are of high efficiency type.
(b) The Step taken by the company for utilizing alternate sources of energy: NIL
(c) The Capital investment on energy conservation equipment: NIL
B. TECHNOLOGY ABSORPTION:
1) Specific Areas:
Research & Development activities are being carried out for reduction in wastage in the construction activity stage.
2) Benefits derived:
The company has been able to reduce the wastage at the construction activity stage to its minimum.
3) The expenditure on above being insignificant when compared to turnover.
4) The company endeavors to continue its work in area set out in (1) above.
5) Technology absorption, Adoption & innovation:
Continuous efforts are being made for its improvement in performance in the construction activity stage, technology absorption, adoption & innovations.
No technology has been imported & absorbed by the company during previous years from the beginning of the financial year under review & hence no relevant information is required to be given.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
There were no foreign exchange earnings or outgo during the year under review.
SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
e. SHARES WITH DIFFERENTIAL VOTING RIGHTS
The company has not issued equity shares with differential voting rights during the period under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company is believer that Corporates owe a lot to society. Companyâs Policy on Corporate Social Responsibility is a guiding companyâs activities. In compliance with Section 135 of the Companies Act, 2013 and rules made there under, the company has formed a Committee for Corporate Social Responsibility (CSR)and has formulated Policy on Corporate Social Responsibility which is displayed on website of the company: www.prakashconstro.com.
Further, the Company makes use of Fly Ash Bricks in construction, which is eco-friendly and made out of waste from thermal power plants. We, at PCL, believe to return something to the society, from the profits received from the society, and hence we make various social contributions to various NGO and Trusts such as Friends of Tribal Society, Shajirao Patil Vikas Pratishthan, Maheshwari Education Trust, Mahesh Pratigati Trust and Vipassana International Academy and so on.
The Company is dedicated towards the Social Responsibility and it aspires to undertake a social cause thereby making a difference to the Society in its own way. The Corporate Social Responsibility (CSR) Committee of Board of Directors is in the process of finalizing project as per companyâs philosophy and a Company shall be adopting a structured approach for this and will shortly commence its activities during the year. Activities could not be carried out during last year due to non-availability of funds during last year.
VIGIL MECHANISM/WHISTLE BLOWER POLICY.
Under Section 177(9) of Companies Act 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, the company has established a Vigil Mechanism for directors and employees to report genuine concerns and grievances. The vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provides for direct access to the Chairperson of the Audit Committee. Copy of vigil mechanism is available on companyâs website www.prakashconstro.com.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee and in line with provisions of Section 178 of Companies Act, 2013 framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND STANDARDS
The Company has built adequate internal control systems towards achieving efficiency and effectiveness in operations, optimum utilization of resources, cost reduction and effective monitoring thereof as well as compliance with all applicable laws.
The internal control mechanisms comprise a well-defined organization structure, documented policy guidelines, pre-determined authority levels and processes commensurate with size and capacity of the organization, faster decision making and fixing the level of responsibility.
The senior management members meet frequently and undertake extensive checks and reviews through internal auditors, who provide independent and professional observations. The Board reviews internal audit reports and periodically reviews the adequacy of internal controls.
RISK MANAGEMENT
The Company has laid down a well-defined risk management mechanism covering the risk mapping and analysis, risk exposure, potential impact and risk mitigation measures. A detailed exercise is carried out every year to identify, evaluate, manage and monitor the principal risks that can impact the Companyâs ability to achieve its strategic and financial objectives. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework. Details on the risk elements which the Company is exposed to are covered in the Management Discussion and Analysis which forms part of this Report. The Company has formally framed a Risk Management Policy to identify and assess the key risk areas, monitor and report compliance and effectiveness of the policy and procedure. The Risk management committee under the chairmanship of an independent director oversees the risk management process.
ACKNOWLEDGEMENTS:
Your Directors acknowledge with gratitude the support and cooperation received by the Company from the various Government authorities, Bankers, Shareholders and Customers, during the year.
Further, the Directors wish to place on record their sincere appreciation to all the employees for their dedication and commitment. The hard work and unstinting efforts of the employees have enabled the Company to sustain and further consolidate its position in the industry.
For and on behalf of the Board
Mr. Prakash P. Laddha Mr. Trichur G. Krishnan
Chairman Managing Director
Place: Nashik
Date : 13.08.2016
Mar 31, 2015
Dear Members,
The Directors have the pleasure in presenting their 19th Annual Report
on the business and operations of the Company together with the Audited
Statement of Accounts and Auditors' Report of the Company for the
financial year ended 31st March, 2015:
REVIEW OF BUSINESS OPERATION:
CONSOLIDATED FINANCIAL RESULTS:
The Company's Consolidated financial performance for the year under
review along with previous year's figures are summarized as under:
(Rs. in Crore)
Particulars 31st March, 31st March,
2015 2014
Net Sales 160.27 215.94
Profit Before Interest Depreciation & Tax 4.21 23.59
Less : Interest 6.33 5.41
Profit Before Depreciation & Tax 2.12 18.18
Less: Depreciation 0.65 0.78
Profit before Tax (PBT) (2.77) 17.40
Less: Provision for Taxation including 1.87 5.70
Deferred Tax Charge
Profit after Taxation (PAT) (4.63) 11.69
Less: Share of minority interest and share (3.80) 3.18
of profit of associates (net)
Surplus available for appropriation (0.84) 8.51
Your Company recorded a consolidated turnover of Rs. 160.27 Cr in FY
'15. Due to subsided business conditions, it was difficult to maintain
profits. However, company has managed to sail through this situation.
The performance of the Company on a standalone basis for the year ended
31st March, 2015 i s as under:
STANDALONE FINANCIAL RESULTS:
The Company's Standalone financial performance for the year under
review along with previous year's figures is summarized as under:
(Rs. in Crore)
Particulars 31st March, 31st March,
2015 2014
Net Sales 129.67 151.60
Profit Before Interest Depreciation & Tax 9.69 12.20
Less : Interest 4.20 3.90
Profit Before Depreciation & Tax 5.50 8.30
Less: Depreciation 0.51 0.63
Profit before Tax (PBT) 4.99 7.67
Less: Provision for Taxation including 1.87 2.48
Deferred Tax Charge
Profit after Taxation (PAT) 3.12 5.19
Add: Profit Brought Forward from 37.19 32.00
previous year
Surplus available for appropriation 40.31 37.19
Appropriations:
Proposed dividend on equity shares - -
Dividend Tax - -
Transfer from/ to General Reserves - -
Transfer for Bonus Shares - -
Transfer to Debenture Redemption - -
Reserve
Balance transferred to Balance Sheet 40.31 37.19
Your Company has maintained profits considerably despite of increasing
inflation and other incidental costs. Hence, the total turnover &
profit after tax seems to be reasonable. Your Company expects the
current economic and business environment to stay challenging over the
next few quarters.
DIVIDEND / BONUS:
The company this year proposes to utilize its profits for upcoming
projects and further the Directors assure you that your funds will be
utilized in the best possible manner and in the interest of the
company; hence for company's growth and profit during this year, the
company has not declared any Dividend to equity Shareholders.
TRANSFER TO RESERVES
For the financial year ended 31st March, 2015, your Company proposes to
transfer the 40.31 crore amount of profit to Profit and Loss Account
(or any other reserves) of the Company.
RELATED PARTY TRANSACTIONS:
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. Details of Contract/arrangement/ transactions
with related party are given in Note 26 to the standalone financial
Statements.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion and Analysis Report of the operations of your
Company and all of its Subsidiaries, associates as required under
Clause 49 of the Listing Agreement with the stock exchanges forms part
of this Report and annexed to this report.
MATERIAL CHANGES AND COMMITMENTS. AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF
THE REPORT
There has been no material changes and commitment affecting the
financial position of the Company which have occurred between the end
of the Financial year of the Company to which the Financial statements
relate and the date of the Report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS
There are no significant and material orders passed by the regulators
or others.
PARTICULARS OF LOANS. GUARANTEE AND INVESTMENTS BY THE COMPANY
Details of Loans, Guarantee or Investments covered under the provision
of section 186 the Companies Act, 2013 (the Act) are given in the note
to the standalone Financial Statements.
CREDIT RATING:
The Company has conducted credit rating from Brickwork Rating. The
Credit rating given by Brickwork is BBB- for long term funds and A3 for
short term which means the instruments are considered to have the
moderate degree of safety regarding timely payment of financial
obligations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company has 6 Directors consisting of a Managing Director, two
Whole time directors and 3 Non-Executive Independent Directors, one of
whom is a Woman Director.
The Company has received declaration from all the Independent Directors
of the Company confirming that they meet the criteria of independence
as provided in sub-section (6) of Section 149 of the Companies Act,
2013 and Clause 49 of the Listing Agreement.
During the year, following were the changes in directorship of the
Company:
Appointments:
The Board of Directors appointed Mr. Raminivas Rathi (DIN: 06882263) as
an Additional Independent Director on 28thMay, 2014.
During the year under review, the Company appointed Mr. Ramnivas Rathi
(DIN: 06882263), Mr. Jayant Phalke (DIN: 00332887) and Mr. Prashant
Gadkari (DIN: 06565104) as Independent Directors in terms of Section
149 of the Act and Cluase 49 of the Listing Agreement in the 18th
Annual General Meeting of the Company.
The Board of Directors of the Company on the recommendation of
Nomination and Remuneration Committee appointed Ms. Jyoti Rathi as
Additional Independent Woman Director w.e.f. 13thFebruary, 2015. She
will hold office up to the ensuing Annual General Meeting of the
Company and being eligible, offers herself for appointment. Notice
under Section 160 of the Companies Act, 2013, has been received by the
Company from a member, signifying his intention to propose the
candidature of Ms. Jyoti Rathi as an Independent Woman Director of the
Company.
Resignation:
Mr. Jayant Phalke resigned from the Board on 13th February, 2015 due to
preoccupation.
Re-appointments:
Following Directors of the Company retire from office by rotation and
being eligible; offer themselves for reappointment at the ensuing
Annual General Meeting:
Mr. Suresh G. Sarda
Resolutions seeking their appointment have been included in the notice
of ensuing Annual General Meeting.
Appointment/ resignations of Key Managerial Personnel
The Board of Directors in the meeting held on 30th June, 2014 appointed
existing, Mr. Trichur G. Krishnan, Managing Director; Mr. Vipul D.
Lathi, Chief Financial Officer and Ms. Swapna Naphade, Company
Secretary as the Key Managerial Personnel pursuant to the provisions of
Companies Act, 2013.
Ms. Swapna Naphade, Company Secretary resigned w.e.f. 10th July, 2014
and Ms. Madhura Ubale was appointed as Company Secretary and KMP of
the Company on 14th August, 2014.
FAMILIARIZATION PROGRAMMES
The Company had conducted various sessions during the financial year to
familiarize Independent Directors with the Company.
The details of programme for familiarization of Independent Directors
with the Company, their roles, rights, responsibilities in the Company,
nature of the industry in which the Company operates, business model of
the Company and related matters are put up on the website of the
Company : www.prakashconstro.com.
BOARD'S EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination &
Remuneration and Compliance Committees. The manner in which the
evaluation has been carried out has been explained in the Corporate
Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) (c) of the Companies
Act, 2013 with respect to Director's Responsibility Statement it is
hereby declared that:
a) In the preparation of the annual accounts for the financial year
ended 31st March, 2015 the applicable accounting standards have been
followed along with proper explanation relating to material departures,
if any;
b) The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for the year under review;
c) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
d) The Directors had prepared the annual accounts on a going concern
basis.
e) The directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
f) The directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
MEETINGS OF THE DIRECTORS:
During the year Board Meetings and Audit Committee Meetings were
convened and held and the detailed information on the meetings of the
Board and all its Committees are included in the report on Corporate
Governance, which forms part of this Annual Report.
The intervening gap between the meetings was within the period
prescribed under the Companies Act, 2013 and the Listing Agreement
entered into with the Stock Exchange.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The requisite details as required by Section 134(3)(e ), Section 178(3)
& (4) and Clause 49 of the Listing Agreement are given in Corporate
Governance Report annexed to this Report.
EXTRACT OF ANNUAL RETURN
In accordance with section 134(3)(a) and section 92(3) of Companies
Act,2013,an extract of annual return as on 31st March, 2015 in form
MGT-9 is annexed to this report as "Annexure I" and forms part of this
Board Report.
AUDITORS
Statutory Auditors
At the 18th Annual General Meeting held on 29th September, 2014 the
members approved appointment of M/s. G. P. Pimpalikar and Associate,
Jalgaon to hold office from the conclusion of the 18th Annual General
Meeting until the conclusion of 21st Annual General Meeting, subject to
ratification of the appointment by the Members, at every Annual General
Meeting held after the 18th Annual General Meeting on such remuneration
as may be fixed by the Board, apart from reimbursement of out of pocket
expenses as may be incurred by them for the purpose of audit. The
Company has received certificate under Section 141 of the Companies
Act, 2013, from the Statutory Auditors that their appointment, if made,
would be within the limits as prescribed. The Board recommends the
shareholders the appointment of M/s. G. P. Pimpalikar and Associates,
Jalgaon, as Statutory Auditors of the Company.
Cost Auditors
As per Section 148 of the Act read with the Companies (Cost Records and
Audit) Rules, Cost Audit is applicable to the Company and in view of
the same M/s. Sriniwas Diddi, Cost Accountants have been appointed as
Cost Auditors to conduct the audit of cost records of your company for
the financial year 2015-16. The remuneration proposed to be paid to
them requires ratification of the shareholders of the Company. In view
of this, your ratification for payment of remuneration to Cost Auditors
is being sought at the ensuing AGM. Your Company submits its Cost Audit
Report with the Ministry of Corporate Affairs within the stipulated
time period.
Secretarial Auditors
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has appointed M/s. D. M. Zaveri & Associates,
Company Secretaries, Mumbai to undertake the Secretarial Audit of the
Company for the FY 2014-15. The Secretarial Audit report is annexed
herewith as "Annexure II"
AUDITORS REPORT
There are no qualifications, reservations or adverse remarks or
disclaimers made by the Auditors in their report on the Financial
Statements of the Company for the Financial Year ended 31st March,
2015.
CASH FLOW STATEMENT
In conformity with the provisions of Clause 32 of the Listing
Agreement, the Cash Flow statement for the year ended 31st March, 2015
is prepared in compliance with Accounting Standard 3 of the Companies
(Accounting Standards) Rules, 2006 and annexed hereto.
PUBLIC DEPOSITS:
Your Company has not accepted/renewed any public deposits during the
year under review and there are no outstanding public deposits from the
public as on 31st March, 2015.
HUMAN CAPITAL & PARTICULARS OF EMPLOYEES
In accordance with the provisions of Sec. 197(12) of the Companies Act,
2013 read with rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 as amended is not
applicable to the Company as there was no employee drawing remuneration
of Rs. 60 lac per annum or Rs. 5 lac per month during the year ended
March 31, 2015.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
provided in a separate annexure forming part of this report. Further,
the report and the accounts are being sent to the members excluding the
aforesaid annexure. In terms of Section 136(1) of the Act, the said
annexure is open for inspection at the Registered Office of the
Company. Any shareholder interested in obtaining a copy of the same may
write to the Company Secretary.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013. Under
the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work
place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace and has set up Committee for implementation of said
policy. During the year Company has not received any complaint of
harassment.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate
Governance along with the certificate of Compliance from Statutory
Auditor is included as a part of the annual report.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information as per Section 134 of Companies Act, 2013 and forming part
of the Directors Report:
A. CONSERVATION OF ENERGY:
Particulars of Conservation of Energy are not given as the company is
not covered by the Schedule of Industries which requires furnishing of
information in Form A of total consumption of energy & per unit of
consumption.
(a) Steps taken or impact on conservation of energy: However, in our
real estate development projects, where electrical power is expected to
be provided to the clients, care is taken to ensure that transformers
with minimum losses are purchased, cables and wires of adequate sizes
are provided, and instead of copper , aluminum is used as far is
possible. The power factor of the system is maintained near 0.95 by
providing APFC panel as far as possible or providing capacitors of good
& reputed make.
So far as our construction equipment is concerned, we try to ensure
that diesel run equipment is avoided, and instead electrically run
machines are used as a matter of eco- friendly step. The electrical
motors and pump sets used are of high efficiency type.
(b) The Step taken by the company for utilizing alternate sources of
energy: NIL
(c) The Capital investment on energy conservation equipment: NIL
B. TECHNOLOGY ABSORPTION:
1) Specific Areas:
Research & Development activities are being carried out for reduction
in wastage in the construction activity stage.
2) Benefits derived:
The company has been able to reduce the wastage at the construction
activity stage to its minimum.
3) The expenditure on above being insignificant when compared to
turnover.
4) The company endeavors to continue its work in area set out in (1)
above.
5) Technology absorption, Adoption & innovation:
Continuous efforts are being made for its improvement in performance in
the construction activity stage, technology absorption, adoption &
innovations.
No technology has been imported & absorbed by the company during
previous years from the beginning of the financial year under review &
hence no relevant information is required to be given.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
There were no foreign exchange earnings or outgo during the year under
review. Foreign Exchange Earnings & Outgo
There were no foreign exchange earnings or outgo for the Company during
the year.
SHARES
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
e. SHARES WITH DIFFERENTIAL VOTING RIGHTS
The company has not issued equity shares with differential voting
rights during the period under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company is a strong supporter of "Green Initiative in the
Corporate Governance" taken by the Ministry of Corporate Affairs by
allowing paperless compliances by the companies. Therefore, the company
has opted to send Annual Reports, through e-mail registered with your
Depository Participant or with the Registrar and Share Transfer Agent
of the Company.
Further, the Company makes use of Fly Ash Bricks in construction, which
is eco-friendly and made out of waste from thermal power plants. We, at
PCL, believe to return something to the society, from the profits
received from the society, and hence we make various social
contributions to various NGO and Trusts such as Friends of Tribal
Society, Shaajirao Patil Vikas Pratishthan, Maheshwari Education Trust,
Mahesh Pratigati Trust and Vipassana International Academy and so on.
In compliance with Section 135 of the Companies Act,2013 and rules made
thereunder, the company has formed a Committee for Corporate Social
Responsibility (CSR)and has formulated Policy on Corporate Social
Responsibility which is displayed on website of the company:
www.prakashconstro.com.
The Company is dedicated towards the Social Responsibility and it
aspires to undertake a social cause thereby making a difference to the
Society in its own way. The Corporate Social Responsibility (CSR)
Committee of Board of Directors is in the process of finalizing project
as per company's philosophy and a Company shall be adopting a
structured approach for this and will shortly commence its activities
during the year.
VIGIL MECHANISM/WHISTLE BLOWER POLICY.
Under Section 177(9) of Companies Act 2013 read with Rule 7 of
Companies (Meetings of Board and its Powers) Rules, 2014, the company
has established a Vigil Mechanism for directors and employees to report
genuine concerns and grievances. The vigil mechanism provides for
adequate safeguards against victimization of employees and directors
who avail of the vigil mechanism and also provides for direct access to
the Chairperson of the Audit Committee. Copy of vigil mechanism is
available on company's website www.prakashconstro.com.
COMPOSITION OF AUDIT COMMITTEE:
The Board has constituted the Audit Committee which comprises of Mr.
Ramnivas Rathi, independent Director as Chairman and Mr. Prakash
Laddha, Executive Director, Mr. Prashant Gadakari, Independent
Director, as the members. More details on the Committee are given in
the Corporate Governance Report which forms part of this annual Report.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration
Committee and in line with provisions of Section 178 of Companies Act,
2013 framed a policy for selection and appointment of Directors, Senior
Management and their remuneration. The Remuneration Policy is stated
in the Corporate Governance Report.
INTERNAL CONTROL SYSTEMS AND STANDARDS
The Company has built adequate internal control systems towards
achieving efficiency and effectiveness in operations, optimum
utilization of resources, cost reduction and effective monitoring
thereof as well as compliance with all applicable laws.
The internal control mechanisms comprise a well-defined organization
structure, documented policy guidelines, pre-determined authority
levels and processes commensurate with size and capacity of the
organization, faster decision making and fixing the level of
responsibility.
The senior management members meet frequently and undertake extensive
checks and reviews through internal auditors, who provide independent
and professional observations. The Board reviews internal audit reports
and periodically reviews the adequacy of internal controls.
ACKNOWLEDGEMENTS:
Your Directors acknowledge with gratitude the support and cooperation
received by the Company from the various Government authorities,
Bankers, Shareholders and Customers, during the year.
Further, the Directors wish to place on record their sincere
appreciation to all the employees for their dedication and commitment.
The hard work and unstinting efforts of the employees have enabled the
Company to sustain and further consolidate its position in the
industry.
For and on behalf of the Board
Place: Nashik Mr. Prakash P Laddha Mr. Trichur G. Krishnan
Date: 12.08.2015 Chairman Managing Director
Mar 31, 2014
Dear Members,
The Directors have the pleasure in presenting their 18th Report on the
business and operations of the Company together with the audited
results for the financial year ended 31st March, 2014:
Consolidated Financial Results:
(Rs. in Crore)
Particulars 31st March, 31st March,
2014 2013
Net Sales 215.94 226.42
Profit Before Interest Depreciation & 23.59 14.20
Tax
Less: Interest 5.41 5.00
Profit Before Depreciation & Tax 18.18 9.20
Less: Depreciation 0.78 0.76
Profit before Tax (PBT) 1740 8.44
Less: Provision for Taxation including 5.70 2.78
Deferred Tax Charge
Profit after Taxation (PAT) 11.69 5-66
Less: Share of minority interest and 3.18 1.16
share of profit of associates (net)
Surplus available for appropriation 8.51 4.50
Your Company recorded a consolidated turnover of Rs. 215.94 Croresin FY
''14 as compared to Rs.226.42 Crores in FY ''13, which reflects a slight
decline of 4.63%. The gross operating profit, on consolidated basis,
has improved to Rs. 23.59 Crores from Rs. 14.20 Crores, an increase of
66.13%. The profit after tax, minority interest and prior period items
is Rs. 8.51 Crores as compared to Rs. 4.50 Crores for the previous
year, an increase of 89.11%.
The performance of the Company on a standalone basis for the year ended
31st March, 2014 is as under:
Standalone Financial Results:
(Rs. in Crore)
Particulars 31st March, 31st March,
2014 2013
Net Sales 151.60 170.07
Profit Before Interest, Depreciation & 12.20 9.41
Tax
Less: Interest 3.90 3.51
Profit Before Depreciation & Tax 8.30 5.89
Less: Depreciation 0.63 0.58
Profit before Tax (PBT) 7.67 5.31
Less: Provision for Taxation including 2.48 1.64
Deferred Tax Charge
Profit after Taxation (PAT) 5.19 3.67
Add: Profit Brought Forward from 32.00 28.32
previous year
Surplus available for appropriation 37-19 32.00
Appropriations:
Proposed dividend on equity shares - -
Dividend Tax - -
Transfer from/ to General Reserves - -
Transfer for Bonus Shares - -
Transfer to Debenture Redemption - -
Reserve
Balance transferred to Balance Sheet 37.19 32.00
Your Company''s profits raised considerably despite of increasing
inflation and other incidental costs. Hence, the total turnover &
profit after tax seems to be reasonable. Your Company expects the
current economic and business environment to stay challenging over the
next few quarters.
Dividend / Bonus :
The company this year proposes to utilize its funds i.e. reserves and
surplus for upcoming projects and further the Directors assure you that
your funds will be utilized in the best possible manner and in the
interest of the company.
Events during the Financial Year:
Credit Rating:
The Company has conducted credit rating from Brickwork Rating. The
Credit rating given by CARE is BBB- for long term funds and A3 for
short term which means the instruments are considered to have the
moderate degree of safety regarding timely payment of financial
obligations.
Management Discussion & Analysis Report:
The Management Discussion and Analysis Report as required under Clause
49 of the Listing Agreement with the stock exchanges forms part of this
Report.
Directors
During the year, following were changes in directorship of the Company:
- Mr. Raminiwas Rathi is appointed as Additional Director to fill in
the vacancy created by Resignation of Mr. Hemant Rathi. Mr. Ramniwas
Rathi, being eligible, offers for appointment as an Independent
Director of Company.
Following Directors of the Company retire from office by rotation and
being eligible; offer themselves for reappointment at the ensuing
Annual General Meeting:
- Mr. Prakash Laddha
Resolutions seeking their appointment have been included in the notice
of ensuing Annual General Meeting.
Key Managerial Personnel
As per requirements of Section 203 of Companies Act 2013, Key
Managerial Personnel were appointed during the year.
- Mr. Trichur Krishnan, Managing Director, was designated as Managing
Director & Key Managerial Personnel.
- Mr. Vipul Lathi, Chief Financial Officer was designated as Key
Managerial Personnel and Chief Financial Officer (CFO).
- Ms. Madhura Ubale was appointed as Company Secretary and Key
Managerial Personnel.
Directors'' Responsibility statement
Pursuant to the requirement under Section 134 of the Companies Act,
2013 with respect to Director''s Responsibility Statement it is hereby
declared that:
- in the preparation of the annual accounts for the financial year
ended 31st March, 2014 the applicable accounting standards have been
followed along with proper explanation relating to material departures;
- the Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for the year under review;
- the Directors had 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;
- The Directors had prepared the annual accounts on a going concern
basis. Auditors & Auditor''s Report
The Statutory Auditors of the Company, M/s. G.P.Pimpalikar and
Associates, Jalgaon, will retire at the conclusion of the ensuing
Annual General Meeting and seek re- appointment as Statutory Auditors
of the Company at the ensuing Annual General Meeting.
The Company has received certificate under Section i4iof the Companies
Act, 2013, from the Statutory Auditors that their appointment, if made,
would be within the limits as prescribed.
The Board recommends the shareholders the appointment of M/s.
G.P.Pimpalikar and Associates, Jalgaon, as Statutoiy Auditors of the
Company.
Cost Auditors
We have broadly reviewed cost records maintained by Company. However we
have not made an examination of the cost records required to be
maintained under Companies (Cost Accounting Records) Rules, 2011 in
respect of their accuracy and completeness as the Company is in the
process of obtaining the compliance report of cost accounts.
Cash Flow Statement
In conformity with the provisions of Clause 32 of the Listing
Agreement, the cash flow statement for the year ended 31st March, 2014
is prepared in compliance with Accounting Standard 3 of the Companies
(Accounting Standards) Rules, 2006 and annexed hereto.
Fixed Deposits:
The Company has not accepted/renewed any public deposits during the
year under review.
Particulars of employees
In accordance with the provisions of Sec. 134 of the Companies Act,
2013 read with Companies (Particulars of Employees) Rules, 1975 as
amended is not given in this Report as there was no employee drawing
remuneration of Rs. 24 lac per annum or Rs.
2 lac per month during the year ended March 31, 2014.
Corporate Governance
Pursuant to Clause 49 of the Listing Agreement, a report on corporate
governance along with the certificate of Statutory Auditor is included
as a part of the annual report.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars as required to be disclosed pursuant to Sec. 134 (m) of
the Companies Act, 2013 are given in the Annexure -I forming part of
this Report.
Foreign Exchange Earnings & Outgo
There were foreign exchange earnings or outgo for the Company during
the year due to import of material. The loss suffered amounted to Rs.
3.63 lacs.
Corporate Social Responsibility
Your Company is a strong supporter of "Green Initiative in the
Corporate Governance" taken by the Ministry of Corporate Affairs by
allowing paperless compliances by the companies. Therefore, the company
has opted to send Annual Reports, through e-mail registered with your
Depository Participant or with the Registrar and Share Transfer Agent
of the Company.
Further, the Company makes use of Fly Ash Bricks in construction, which
are eco- friendly and made out of waste from thermal power plants. We,
at PCL, believe to return something to the society, from the profits
received from the society, and hence we make various social
contributions to various NGO and Trusts such as Friends of Tribal
Society, Shaajirao Patil Vikas Pratishthan, Maheshwari Education Trust,
Mahesh Pratigati Trust and Vipassana International Academy and so on.
Acknowledgements:
Your Directors acknowledge with gratitude the support and cooperation
received by the Company from the various Government authorities,
Bankers, Shareholders and Customers, during the year.
Further, the Directors wish to place on record their sincere
appreciation to all the employees for their dedication and commitment.
The hard work and unstinting efforts of the employees have enabled the
Company to sustain and further consolidate its position in the
industry.
For and on behalf of the Board
Place: Nashik Mr. Prakash P Laddha Mr. Trichur G.
Date : 14.08.2014 Krishnan
Chairman Managing Director
Mar 31, 2012
To The Members of,
PRAKASH CONSTROWELL LIMITED
The directors are pleased to present the 16th Annual Report together
with the Auditor's Report and Audited Accounts of the Company for the
year ended on March 31st, 2012.
Financial Results
The standalone financial results of the Company for the year ended
March 31st, 2012 is summarized below:
(Rs. in Crores)
Particulars March 31st, 2012 March 31st, 2011
Net Sales 160.95 128.13
Profit Before Interest
Depreciation & Tax 12.02 17.34
Less : Interest 2.18 1.68
Profit Before Depreciation & Tax 9.84 15.66
Less: Depreciation 0.43 2.47
Profit before Tax (PBT) 9.41 13.19
Less: Provision for Taxation
including Deferred Tax Charge 3.20 3.50
Profit after Taxation (PAT) 6.21 9.69
Add: Profit Brought Forward
from previous year 22.11 18.78
Surplus available for
appropriation 28.32 28.47
Appropriations:
Proposed dividend on equity shares - -
Dividend Tax - -
Transfer from/ to General Reserves - -
Transfer for Bonus Shares - 6.36
Transfer to Debenture Redemption
Reserve - -
Balance transferred to
Balance Sheet 28.32 22.11
Financial Performance
During the year, your Company has made total turnover of Rs. 160.95 Crore
& the total profit after tax (PAT) of your Company for the year under
review is Rs.6.21 Crore which is reasonable considering the current
scenario. On consolidated basis, the total turnover of your Company and
its subsidiaries stands at Rs.189.42 Crore. The consolidated profit after
tax (PAT) stood at Rs.6.37 Crore. The earning per share (EPS), on an
equity share having face value of Rs. 10/-, stands at Rs. 5.99/-
considering the total equity capital of Rs. 12.57 Crore.
Dividend
This being the first year of listing, your company proposes to utilize
the reserves and surplus of company for further expansion and upcoming
projects instead of declaring dividend. We assure you that the company
funds would be utilized in the best possible manner to give better
returns.
Public Issue
Your Company had initiated an Initial Public Offer (IPO) of its Equity
Shares through Book Building Process for an amount of Rs.6, 000 Lakhs.
The price band arrived for this purpose was Rs.130/- to Rs.138/-per equity
share, face value being Rs. 10/- each and Securities Premium being Rs.
120/- to Rs. 128/- per equity share. The final price arrived was
Rs.138/-(face value Rs. 10/- and Securities Premium Rs. 128/- per share) for
Public offer of 43,47,826 equity shares aggregating to Rs.6000 Lakhs. The
issue was oversubscribed. The shares were listed on National Stock
Exchange of India Ltd (NSE) & Bombay Stock Exchange Ltd (BSE), both on
October 04, 2011.
Management Discussion And Analysis Report
Management Discussion and Analysis Report is presented separately,
which forms part of annual report.
Consolidated Financial Statements
In compliance with Accounting Standard 21of the Companies (Accounting
Standards) Rules, 2006 and pursuant to Listing Agreement with the Stock
Exchanges, the Consolidated Financial Statements form part of this
Annual Report.
The consolidated financial statements presented by your Company include
the financial information about its aforesaid subsidiaries. The same
shall also be made available on the company's website.
Expansion Plans
The Company's major expansion plans involve bidding for Central
Government projects, real estate sector, Public Private Partnership
Model, Geographical Diversity and so on. The Company also proposes to
purchase some new machinery for construction works. It is therefore,
that the Board of Directors does not recommend any dividend to its
shareholders.
Directors
During the year, following were changes in directorship of the Company:
- Mr. Prashant Sarda resigned as a Chairman & Director of the Company
on July 01, 2012 which was taken on record by Board of Directors in its
meeting held on 13th August, 2012.
- Mr. Sharad R Karwa and Mr. Vijaygopal P Atal resigned from their
directorship in the Company on July 01, 2012 which was taken on record
by Board of Directors in its meeting held on August 13, 2012.
Following Directors of the Company retire from office by rotation and
being eligible; offer themselves for reappointment at the ensuing
Annual General Meeting:
- Mr. Nagesh W Mendhekar
- Mr. Suresh G Sarda
Resolutions seeking their appointment have been included in the notice
of ensuing Annual General Meeting.
Directors' Responsibility statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956 with respect to Director's Responsibility Statement it is
hereby declared that:
- In the preparation of the annual accounts for the financial year
ended March 31st, 2012 the applicable accounting standards have been
followed along with proper explanation relating to material departures;
- The Directors had selected such accounting policies and applied them
consistently and made judgments and estimates that were reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and of the profit or loss
of the Company for the year under review;
- The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
- The Directors had prepared the annual accounts on a going concern
basis.
Auditors & Auditor's Report
M/s. G.P.Pimpalikar and Associates, Jalgaon, the existing Statutory
Auditors of the Company will retire at the conclusion of the ensuing
Annual General Meeting and seek re-appointment as Statutory Auditors of
the Company at the ensuing Annual General Meeting
The Company has received certificate from the Statutory Auditors that
their appointment, if made, would be within the limits as prescribed
under Section 224 (1B) of the Companies Act, 1956.
The Board of Directors recommends the shareholders the appointment of
M/s. G.P.Pimpalikar and Associates, Jalgaon, as Auditors of the Company
Cost Auditors
With reference to the MCA circular F.No. 52/1/CAB-2012, no cost audit
is applicable for companies engaged in construction and/ or development
business except maintaining of cost accounting records and filing
compliance report with Central Government, which is compiled by the
Company and said certificate is obtained from practicing cost
accountant M/s. Shilpa Parkhi & Co.
Cash Flow Statement
In conformity with the provisions of clause 32 of the listing
agreement, the cash flow statement for the year ended March 31, 2012 is
prepared in compliance with Accounting Standard 3 of the Companies
(Accounting Standards) Rules, 2006 and annexed hereto.
Particulars of employees
In accordance with the provisions of Sec. 217(2A) of the Companies Act,
1956 read with Companies (Particulars of Employees) Rules, 1975 as
amended is not given in this Report as there was no employee drawing
remuneration of Rs. 24 Lac per annum or Rs. 2 Lac per month during the year
ended March 31st, 2012.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars as required to be disclosed pursuant to Section
217(1)(e) of the Companies Act, 1956, read with the
Companies(Disclosures of Particulars in the Report of Board of
Directors)Rules, 1988, are given in the Annexure ÃI forming part of
this Report.
Corporate Governance
Pursuant to clause 49 of the listing agreement, a report on corporate
governance along with the certificate of Statutory Auditor is included
as a part of the annual report.
Foreign Exchange Earnings & outgo
There were no foreign exchange earnings or outgo for the Company during
the year.
Corporate Social Responsibility
The Company has participated in the ÃGreen Initiative in the Corporate
Governanceà taken by the Ministry of Corporate Affairs by allowing
paperless compliances by the companies. To support this green
initiative of the Government in full measure, Company had issued
letters to its members to register their e-mail ids either with the
concerned Depository Participants or with the Registrar and Share
Transfer Agent of the Company.
Also, the Company makes use of Fly ash bricks in construction, which
are made out of waste from thermal power plants and are eco-friendly
bricks. Your Company is associated with various NGO and Trusts such as
Friends of Tribal Society, Shaajirao Patil Vikas Pratishthan;
Maheshwari Education Trust, Mahesh Pratigati Trust and Vipassana
International Academy and so on.
Acknowledgement
The Directors place on record their deep appreciation to the Employees,
Bankers, Customers, etc. for their co-operation patronage and support
during the year under review and look forward to continuous cordial
relations in the years to come.
For and on behalf of the Board of Directors
Place: Nashik Mr. Prakash P Laddha Mr. Trichur G. Krishnan
Date : 28/08/2012 Chairman Managing Director
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