Mar 31, 2015
Dear Shareholders,
The behalf of the Board of Directors, it is our pleasure to present the
Forty Third Annual Report together with the Audited Statement of
Accounts of Shelter Infra Projects Limited ("the Company") for the year
ended 31st March, 2015.
Financial Performance
The summarized standalone results of your Company are given in the
table below.
Rs. in Lacs
Particulars Financial Year ended
Standalone
31/03/2015 31/03/2014
389.58 816.55
Total Income
Profit/(loss) before 38.12 105.6
Interest, Depreciation &
Tax (EBITDA)
Finance Charges NIL 1.08
37.45 60.16
Depreciation
Provision for Income Tax 25.02 (2.46)
(including for earlier
years)
Net Profit/ (Loss) After (24.35) 46.82
Tax
Profit/(Loss) brought (266.75) (313.57)
forward from previous
year
Amount transferred NIL NIL
consequent to Scheme
of Merger
Profit/(Loss) carried to (291.10) (266.75)
Balance Sheet
*previous year figures have been regrouped/rearranged wherever
necessary.
OPERATIONAL REVIEW:
Gross revenues decrease to Rs. 389.58 Lacs, against Rs. 816.55 Lacs in
the previous year. Profit before depreciation and taxation was Rs.
38.12 lacs against Rs. 105.6 Lacs in the previous year. After providing
for depreciation and taxation of Rs. 37.45 Lacs & Rs 25.02 Lacs
respectively, the net profit of the Company for the year under review
was placed at Rs. (24.35) Lacs as against Rs. 46.82, lacs in the
previous year. Due to tough market conditions and on account of very
high levels of taxation the company's turnover in terms of value has
reduced at a marginal 47.71 % during the year under review. However,
the profit after tax has reduced by 152% due to unprecedented high
levels of Raw Material prices throughout the year.
INDUSTRY SCENARIO
The second half of 2014 was full of positive surprises for India's real
estate sector. Important events like banks lowering interest rates, RBI
offering incentives for infrastructure financing and creation of real
estate investment trusts (Reits) were one-of-its-kind initiatives that
real estate developers cheered during last year.
And, the two most remarkable events was unveiling of 'Make-in-India'
campaign and relaxation of FDI norms in construction sector has also
brought in a lot of optimism into the sector, which is most of the
times riddled with controversies.
Now, when we have ushered into 2015, real estate developers and experts
believe there could be even more interesting trends that would rule the
real estate sector. Unlike conventional market trends, residential
plots are gaining prominence amid property buyers. Buyers prefer to buy
plots for attractive returns in the mid-to-long term horizon. This can
further be justified by the fact that they are now considering upcoming
smart cities, where apartment culture is yet to catch pace. Also, for
the development of these smart cities, smaller areas in the peripheries
are being identified. As this concept is yet to take off in most areas,
plots tend to have become a strong investment option.
Cities falling along the major industrial corridors are expected to see
immense growth in the coming years. As each corridor passes through
various existing industrial clusters, towns and cities, these are
likely to become investment hubs. Thus, once completed, the real estate
growth at India's hinterlands, connected via these corridors, will be
exponential.
Affordable housing has become the talk of town ever since BJP, in their
manifesto, promised 'housing for all' by 2022.Post the budget, that
opened a jackpot for affordable housing with a mammoth budget of Rs
4,000 crore (Rs 40 billion) and tax incentives for home loans, the
mission got another facelift. In July 2014, RBI also tweaked the
definition of affordable houses. As per the changed norms, home loans
up to Rs 50,00,000 in metropolitan cities and Rs 40,00,000 in non-metro
cities will now come under the purview of affordable housing.
Smaller property sizes are now taking precedence over larger units
across the metros. Large swanky homes that are huge on maintenance are
no longer an attraction for several metropolitan buyers. This was also
validated by our recent survey where maximum people preferred property
sized 800-1,200 sq. ft. Moreover, understanding the affordability
aspect of the prospective buyers, builders are also launching
properties that are smaller in size but fall well within the budget of
the home buyer.
OUTLOOK:
As we look forward to 2015, the macroeconomic environment is expected
to continue to improve. The single- family housing sector pricing and
sales continues to strengthen, albeit at a slow and inconsistent pace.
These positive macroeconomic parameters could potentially provide a
further boost to the strengthening Commercial Real Estate recovery.
SHARE CAPITAL:
The paid up equity capital as on March 31, 2015 was Rs. 357.02 Lakhs.
The company has not issued shares with differential voting rights nor
granted stock options nor sweat equity.
DIVIDEND:
Your Directors regret to declare any dividend for the year under report
due to the operating profit will be absorbed for the development of
projects during the year.
FIXED DEPOSITS:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
EXTRACT OF ANNUAL RETURN ;
Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, extract of annual return is Annexed as ANNEXURE 1. COMMITTEES OF
BOARD:
The details of composition of the Committees of the Board of Directors
are as under:-
a. Audit Committee
The Audit Committee comprises of 3 Directors Mr. Chinmoy Mazumdar as
Chairman, Mr. Kamal Kishore Choudhury & Mr. Shibram Nag as members of
the Committee. The Committee has the necessary financial background and
expertise in financial and internal control areas.
The composition of the Audit Committee and the details of meetings
attended by the Directors are given below:
Sl. Name Category
No.
1. Mr. Chinmoy Mazumdar Non executive &
(Chairman) Independent
2. Mr. Shib Ram Nag Non Executive &
(Members) Independent
3. Mr. Kamal Kishore Non Executive &
Choudhury Independent
(Members)
During the Financial year the Audit Committee held 4 meetings on
26.05.2014, 11.08.2014, 13.11.2014 and 03.02.2015. The Audit Committee
of the Company meets before the Finalization of Accounts in each year
and also meets in each quarter before the results of that quarter is
published in the newspapers and informed to the stock exchanges, as
required under clause 41 of the Listing Agreement.
Vigil mechanism
Section 177 of the Companies Act, 2013 requires every listed company
and such class or classes of companies, as may be prescribed to
establish a vigil mechanism for the directors and employees to report
genuine concerns in such manner as may be prescribed.
The Company has adopted a Code of Conduct for Directors and Senior
Management Personnel ("the Code"), which lays down the principles and
standards that should govern the actions of the Directors and Senior
Management Personnel.
Any actual or potential violation of the Code, howsoever insignificant
or perceived as such, is a matter of serious concern for the Company.
Such a vigil mechanism shall provide for adequate safeguards against
victimization of persons who use such mechanism and also make provision
for direct access to the chairperson of the Audit Committee in
appropriate or exceptional cases.
Effective October 1, 2014, Clause 49 of the Listing Agreement between
listed companies and the Stock Exchanges, inter alia, provides for a
mandatory requirement for all listed companies to establish a mechanism
called ÂWhistle Blower PolicyRs, for employees to report to the
management instances of unethical behavior, actual or suspected, fraud
or violation of the company code of conduct.
In compliance of the above requirements, SHELTER INFRA PROJECTS
LIMITED, being a Listed Company has established a Vigil (Whistle
Blower) Mechanism and formulated a Policy in order to provide a
framework for responsible and secure whistle blowing/vigil mechanism.
SCOPE
The Policy is an extension of the Code of Conduct for Directors &
Senior Management Personnel and covers disclosure of any unethical and
improper or malpractices and events which have taken place/ suspected
to take place involving:
1. Breach of the Company Code of Conduct
2. Breach of Business Integrity and Ethics
3. Breach of terms and conditions of employment and rules thereof
4. Intentional Financial irregularities, including fraud, or suspected
fraud
5. Deliberate violation of laws/regulations
6. Gross or Wilful Negligence causing substantial and specific danger
to health, safety and environment
7. Manipulation of company data/records
8. Pilferation of confidential/propriety information
9. Gross Wastage/misappropriation of Company funds/assets
PROCEDURE
All Protected Disclosures should be reported in writing by the
complainant as soon as possible, not later than 30 days after the
Whistle Blower becomes aware of the same and should either be typed or
written in a legible handwriting in English.
The Protected Disclosure should be submitted under a covering letter
signed by the complainant in a closed and secured envelope and should
be super scribed as "Protected disclosure under the Whistle Blower
policy" or sent through email with the subject "Protected disclosure
under the Whistle Blower policy". If the complaint is not super scribed
and closed as mentioned above, the protected disclosure will be dealt
with as if a normal disclosure.
All Protected Disclosures should be addressed to the Vigilance Officer
of the Company or to the Chairman of the Audit Committee in exceptional
cases.
The contact details of the Vigilance Officer are as under:- VIGILANCE
OFFICER:
COMPANY SECRETARY CUM COMPLIANCE OFFICER
ETERNITY BUILDING
DN-1, SECTOR - V, SALT LAKE,
KOLKATA, West Bengal 700091
Anonymous / Pseudonymous disclosure shall not be entertained by the
Vigilance Officer.
On receipt of the protected disclosure the Vigilance Officer shall
detach the covering letter bearing the identity of the Whistle Blower
and process only the Protected Disclosure. The details of
establishment of vigil mechanism for Directors & employees to report
genuine concerns are available at the website of the Company viz.
www.ccapltd.in
b. Nomination & Remuneration Committee
Sl.
No. Name Category
1 Mr Chinmoy Mazumdar Non executive &
(Chairman) Independent
2 Mr Shib Ram Nag Non Executive &
(Member) Independent
3 Mr Kamal Kishore Non Executive &
Choudhoury Independent
(Member)
During the year, the Committee had met on 06.06.2014 & 12.02.2015.
c. Stakeholders Relationship Committee
Sl.
No. Name Chairman/Members
1 Mr Chinmoy Chairman
Mazumdar
(Non Executive)
2 Mr Dwija Das Member
Chatterjee
3 Kamal Kishor Member
Choudhary
During the year, the Committee had met on 27.05.2014, 28.06.2014,
24.07.2014, 05.09.2014 and 04.02.2015,
DIRECTOR'S RESPONSIBILITY STATEMENT:
Pursuant to the requirement clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, your Directors confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act 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; and
(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.
STATUTORY AUDITORS, THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:
In the last AGM held on 26th September 2014, M/s. G. Basu & Co.,
Chartered Accountants have been appointed Statutory Auditors of the
Company for a period of 1 years. On recommendation Audit committee,
Board has proposed M/s. G.Basu & Company, Chartered Accountants
(Registration No. 301174E), re-appointment of Statutory Auditors for
financial year 2015-16 is being sought from the members of the Company
at the ensuing AGM.
Further, the report of the Statutory Auditors alongwith notes to
Schedules is enclosed to this report. The observations made in the
Auditors' Report are explained below.
- In view of pending one time settlement proposal with the State Bank
of Bank, interest from October, 2012 has not been considered as a stop
gap arrangement and not as a deviation of AS1.
SECRETARIAL AUDIT:
In terms of Section 204 of the Act and Rules made there under, M/s. K.
Arun & Co., Practicing Company Secretary have been appointed
Secretarial Auditors of the Company. The report of the Secretarial
Auditors is enclosed as ANNEXURE 2 to this report. The report is
self-explanatory and do not call for any further comments.
RISK MANAGEMENT POLICY
In terms of the requirement of the Act, the Company has developed and
implemented the Risk Management Policy and the Audit Committee of the
Board reviews the same periodically.
HUMAN RESOURCES :
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invest in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
DECLARATION BY INDEPENDENT DIRECTORS
Mr Sankalan Dutta ,Mr. Kajal Chatterjee, Mr. Kamal Kishore Chowdhary
and Mr. Shib Ram Nag are independent Directors on the Board of your
Company. In the opinion of the Board and as confirmed by these
Directors, they fulfils the conditions specified in section 149 of the
Act and the Rules made thereunder about their status as IDs of the
Company.
COMPANY'S POLICY ON APPOINTMENT AND
REMUNERATION:
This Policy envisages the role and responsibility of the Independent
Directors, Constitution of the Nomination and Remuneration Committee,
term of appointment of Managerial Personnel, Directors, KMPs, Senior
Managemenot, remuneration of the Managerial Personnel, KMPs, Senior
Management, Independent Directors, Stock Options to Managerial
Personnel, KMPs, Senior Management, other employees, evaluation of
Managerial Personnel, KMPs, Senior Management, Independent Directors,
etc. The Nomination and Remuneration Committee will consist of three or
more nonexecutive directors, out of which at least one-half shall be
independent director(s), provided that Chairperson of the Company may
be appointed as a member of this Committee but shall not chair such
Committee. The Board shall reconstitute the Committee as and when
required to comply with the provisions of the Companies Act, 2013 and
applicable statutory requirements including the Listing Agreement. The
meeting of Committee shall be held at such regular intervals as may be
required to carry out the objectives set out in the Policy. The
Committee members may attend the meeting physically or through Video
conference or through permitted audio Âvisual mode, subject to the
provisions of the applicable laws. The Committee shall have the
authority to call such employee (s), senior official(s) and / or
externals, as it deems fit. The Company Secretary shall act as
Secretary to the Committee. For detailed information about the policy
your are requested to visit your company website www.ccapltd.in.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS :
During the year under review, the no significant and material orders
were passed by the regulators or courts or tribunals impacting the
going concern status and company's operations.
HOLDING AND SUBSIDIARIES:
Your Company continues to be the Subsidiary of Ramayana Promoters Pvt.
Ltd. Further, the Company has no subsidiaries.
INDUSTRIAL RELATIONS:
During the year under review, your Company enjoyed cordial relationship
with workers and employees at all levels.
INTERNAL FINANCIAL CONTROLS
The internal financial controls with reference to the Financial
Statements are commensurate with the size and nature of business of the
Company. Audit committee of your company has performed regular review
on internal financial controls of your company.
RELATED PARTY TRANSACTIONS:
All Related Party Transactions that were entered into during the
financial year were on arm's length and were in the ordinary course of
business. All Related Party Transactions were placed before the Audit
Committee of the Board of Directors for their approval. The Audit
Committee has granted omnibus approval for Related Party Transactions
as per the provisions and restrictions contained in the Listing
Agreement.
The Company has formulated a policy on materiality of Related Party
Transactions and also on dealing with Related Party Transactions. The
policy is available on the Company's website www.ccapltd.in.
The Company in the ordinary course of its business, enters into
transactions relating to Sale, purchase or supply of any goods or
materials, Selling or otherwise disposing of, or buying, property of
any kind, Leasing of property of any kind, Availing or rendering of any
services, Appointment of any agent for purchase or sale of goods,
materials, services or property, other obligations from Senguro
Infracon Pvt. Ltd., Shelter Brickfields, Akankha Nirman pvt Ltd. and
MZM Nirman Pvt. Ltd. who is a 'Related Party' within the meaning
Section 2(76) of the Act and Clause 49(VII) of the Listing Agreement.
The current and the future transactions are/will be deemed to be
'material' in nature as defined in Clause 49(VII) of the Listing
Agreement as they may exceed 10 per cent of the annual turnover of the
Company based on future business projections. Thus, in terms of Clause
49(VII)(E) of the Listing Agreement, these transactions would require
the approval of the members by way of a Special Resolution.
A resolution for approval of this Related Party Transaction has been
included in the Notice convening the ensuing AGM of the Company.
Details of Transaction made at arm's length price are attached as
ANNEXURE 3.
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. All Board Directors and the designated employees have
confirmed compliance with the Code.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company, is as under;
(i) the ratio of the remuneration of each director to the median
remuneration of the employees of the company for the financial year;
Rs. 9033.5/- (ii) the percentage increase in remuneration of each
director, Chief Financial Officer, Chief Executive Officer, Company
Secretary or Manager, if any, in the financial year; No increment
(iii) the percentage increase in the median remuneration of employees
in the financial year; No increment
(iv) the number of permanent employees on the rolls of company; 22 nos
(v) the explanation on the relationship between average increase in
remuneration and company performance; N/A (vi) comparison of the
remuneration of the Key Managerial Personnel against the performance of
the company; vise versa decreased
(vii) variations in the market capitalization of the company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase over decrease in the
market quotations of the shares of the company in comparison to the
rate at which the company came out with the last public offer in case
of listed companies, and in case of unlisted companies, the variations
in the net worth of the company as at the close of the current
financial year and previous financial year; There is no variations in
the market capitalization of the company, There is no changes in pe
ratio
(viii) average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration;
N/A
(ix) comparison of the each remuneration of the Key Managerial
Personnel against the performance of the company; vise versa decreased
Company has made Nomination Remuneration Policy so that the
remuneration is as per the remuneration policy of the company. For
detailed information about the policy your are requested to visit your
company website www.ccapltd.in.
There was no employees in the company ;
i) employed throughout the financial year, was in receipt of
remuneration for that year which, in the aggregate, was not less than
sixty lakh rupees;
ii) employed throughout the financial year, was in receipt of
remuneration for that year which, in the aggregate, was not less than
sixty lakh rupees;
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Chinmoy Majumdar, Director retire by rotation at the forthcoming
Annual General Meeting and being eligible, offer themselves for
reappointment.
Any director of the company is not resigned during the year. Miss.
Maumana Pal is appointed as an Additional Director under independent
category seeking appointment under section 152 and other applicable
provision of Company act 2013.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Investor Education Protection Fund
(Uploading of information regarding unpaid and unclaimed amounts lying
with companies) Rules, 2012, the Company has no unpaid and unclaimed
amounts lying with the Company, with respect to financial year 2006-07
as no dividend was declared in said year.
CORPORATE GOVERNANCE AND MANAGEMENT
DISCUSSION & ANALYSIS REPORTS
The Corporate Governance and Management Discussion & Analysis Report,
which form an integral part of this Report, are set out as separate
Annexure, together with the Certificate from the auditors of the
Company regarding compliance with the requirements of Corporate
Governance as stipulated in Clause 49 of the Listing Agreement.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Woman at the Workplace
(Prevention, Prohibition & Redressal) Act 2013.Internal Complaints
Committee (ICC) has been set up to redress complaint received regarding
sexual harassment. All Employees (permanent, Contractual, temporary,
trainees) are covered under this policy. The following is a summary of
sexual harassment complaints received and disposed of During each
calendar year.
-No of Complaints Received  NIL -No of Complaints Disposed off - NILL
FOREIGN EXCHANGE EARNINGS AND OUT-GO :
During the period under review there was no foreign exchange earnings
or out flow.
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
Although your Company's core activity is in the area of civil
construction which is not power intensive, your Company is making every
efforts to conserve the power. Critical natural resources like Diesel
etc. are consumed efficiently to ensure proper energy utilization and
conservation.
Your company has not undertaken any research and development activity
nor any specific technology obtained from any external sources during
the year under review, which needs to be absorbed or adopted.
There are no foreign exchange earnings or outgo during the year under
review.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for employees at all
levels, who have contributed to the growth and performance of your
Company.
Your Directors also thank the clients, vendors, bankers, shareholders
and advisers of the Company for their continued support.
Your Directors also thank the Central and State Governments, and other
statutory authorities for their continued support.
For and on behalf of the Board
Shelter Infra Projects Limited
SANKALAN DATTA DWIJA DAS CHATTERJEE
DIN- 02478232 DIN - 02183974
(DIRECTOR) (WHOLE TIME DIRECTOR)
Date :28TH MAY 2015
Place : KOLKATA
Mar 31, 2014
The Stakeholders,
The Directors have great pleasure in presenting the Forty First Annual
Report of the Company together with Audited accounts for the year ended
31st March, 2014
SUMMARISED FINANCIAL RESULTS AND PROPOSED APPROPRIATIONS:
(Rs.In Lacs)
PARTICULARS 2013-2014 2012-2013
A) Income from Operations 816.55 1120.31
B) Profit/Loss after Tax 46.82 (332.91)
Balance Brought forward from previous Year (313.57) 19.34
Amount available for appropriation (266.75) (313.57)
C) Appropriations :-
Proposed Dividend N.A N.A
Dividend Distribution Tax N.A N.A
Balance Carried to Balance Sheet (266.75) (313.57)
FINANCIAL AND OPERATIONAL PERFORMANCE
During the year under review, the company has achieved a turnover of Rs
816.55 lacs. The Profit/loss after Tax for the year under review has
been Rs. 46.82 lacs, as compared to Rs. (332.91) lacs for the previous
year.
DIVIDEND
This Directors regret to declare any dividend for the year under report
due to the operating profit will be absorb for the development of the
projects during the year.
FUTURE OUTLOOK
In this context, infrastructure investment plays a major role. In the
short term, it boosts investment rates across the economy. In the long
run, it will remove the supply constraints that affect industry and
trade. The needs of this sector are vast. Infrastructure in India needs
over $ 1 trillion investment in the next five years. The government
alone cannot invest this amount. Therefore, importance being given to
PPPs. Achieving targets in key infrastructure sector is a key to success
and will inspire confidence about the overall economic growth rate. It
is felt that the targets set are certainly ambitious and impressive.
There is a significant scale up over earlier turnover, however the
company faced an operating loss due to high cost of fund and the
company is working on it.
Your Company will continue to take advantage to the above situations
and continue to bank upon its core competence area of road construction
along-with other infrastructure projects.
INTERNAL CONTROL SYSTEMS
Your Company maintains an internal control system in different areas
like purchase, billing for the jobs etc. there are Internal Auditors
who does a constant monitoring to have proper and sufficient care for
maintenance of adequate records required for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
DIRECTORS
1. Mr. Chinmoy Mazumdar retires by rotation in the forthcoming Annual
General Meeting and their re-appointment is proposed.
2. Mr. P.K.Lala resigned from the Board w.e.f 1st August , 2013. Your
Directors record their appreciation for the valuable contributions made
by them during their tenure of Directorship in the Company.
3. Mr. Shib Ram Nag, Mr. Sankalan Datta, Mr. Kamal Kishore Choudhoury,
Mr. Kajal Chatterjee will be appointed as Independent Director on the
Board.
Unpaid Dividend
Last seven years balances lying in the Company''s Unpaid Dividend
Accounts with its bankers are shown below :
Year Amount as on 31.03.2014
2006- 07 No dividend declared
2007- 08 1,37,020.00/-
2008- 09 1,50,465.50/-
2009- 10 7,42,324.50/-
2010- 11 7,38,125.00/-
2011- 12 No Dividend Declared
2012- 13 No Dividend Declared
In the year of 2006-07 no dividend had been declared, hence for the
year 2006-07, no fund will be transferred to Investor Education and
Protection Fund of Central Government after completion of seven years.
Unpaid/unclaimed dividend amounting to Rs 3,72,666 for the year
2005-2006 had been deposited to the Investor Education and Protection
Fund of Central Government .
CODE OF CONDUCT
As required by clause 49 of the Listing Agreements with the Stock
Exchanges (Corporate Governance), the Board has laid down a Code of
Conduct for all Board members and senior management personnel. A
declaration by the CEO in regard to affirmation of compliance of the
code of conduct by the Board members and senior management personnel
has been set out in the Corporate Governance Report.
CORPORATE GOVERNANCE
Corporate Governance Report is set out as a separate annexure, which
forms part of this report.
AUDITORS
M/s. G.Basu & Co., Chartered Accountants, Auditors of the Company for
the year 2013- 2014, being eligible, have offered themselves for
re-appointment as Auditors of the Company for the year 2014-2015.Your
Directors recommended reappointment of G, Basu & Co.
AUDITORS'' OBSERVATIONS
Auditor''s observation is here as follows :
1. Remuneration paid to whole-time Director amounting to Rs. 20.70 lac
(including Rs. 4.76 lacs for the current year) is subject to approval
by the Central Government as per section 198(4) of the Companied Act,
1956. There is no impact for this loss for the year. (Refer Note 10 in
Notes on accounts).
^ The Company has already initiated the process to regularise the
matter.
2. The Company has not made any provision for interest on term loans
and Cash Credit from state bank of India for the period from 1st
October, 2012 to 31st March 2014 amounting to Rs. 747.45 Lacs
(including Rs. 600.75 lacs for the current year) resulting in an
overstatement of profit for the year by the year by Rs. 600.75lacs.
(refer Note 11 in the Notes on Accounts)
Above accounting treatment is contrary to requirement of AS1 issued by
Institute of Chartered Accountants of India.
The Company already had several meetings with the Officials of the
Bank. Presently, the Company is in advanced stage of discussion and
negotiation with the Bank for an early settlement of the dues. It is
expected that the settlement will be in place in the current Financial
Year and once that is done the Company will charge its Profit and Loss
Account with the relevant amount as per the agreed terms of the
settlement.
3. From the available Information, we are unable to ascertain whether
provision for Taxation and Advance Income Tax/Tax deducted at source as
on 31st March, 2014 amounting to Rs. 51.54 Lac and Rs 341.60 Lac
respectively have been properly reflected. There may be revenue
impact, which is not ascertainable at this stage. Disputed liability if
any has remained undetected.
The Company has identified the quantum of Provision for taxation made
in the Books of Account for the previous financial years. Similarly, it
has also completed the exercise of identifying the quantum of Advance
Income Tax / Tax Deducted at Source for the previous financial years.
During the current financial year the Company has received favourable
Order from the Commissioner of Income Tax (Appeals), Kolkata related to
financial years 2006-2007 & 2009-2010 which will have an impact on the
other financial years. Once the Appeal effect is given by the Income
Tax Authority the necessary adjustments to Provision for Taxation and
Advance Income Tax / Tax Deducted at Source will be made in the Books
of Account of the Company.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 134 OF THE COMPANIES ACT
2013 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975.
The particulars required under section 134 of the Companies Act, 2013,
are not set out in this report, as no employee of the Company is coming
under the provisions of the said section.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SECTION 134 OF THE
COMPANIES ACT 2013.
Although your Company''s core activity is in the area of civil
construction which is not power intensive, your Company is making every
efforts to conserve the power. Critical natural resources like Diesel
etc. are consumed efficiently to ensure proper energy utilization and
conservation.
Your company has not undertaken any research and development activity
nor is any specific technology obtained from any external sources
during the year under review, which needs to be absorbed or adopted.
There are no foreign exchange earnings or outgo during the year under
review.
PUBLIC DEPOSIT
During the year under review, the Company has not accepted or renewed
any deposit, as defined under Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 1975.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 134 of the Companies Act, 2013, Your
Directors state:
a. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures, if any
b. that appropriate accounting policies have been selected and applied
consistently, and that the judgements and estimates made are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March,2013 and of the profit of the Company
for the said period;
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. That the annual accounts have been prepared on a going concern
basis. INDUSTRIAL RELATIONS
The Company enjoys cordial and harmonious industrial relations. The
work forces have extended their full cooperation in enforcing and
maintaining work culture, discipline and productivity within the
organization. Opportunities for industrial growth, creativity and
dedicated participation in organizational development are being
provided.
APPRECIATION
Your company continues its effort on strengthening the business. It is
the endeavour of the company to deploy resources in a manner so as to
secure the interest of the shareholders in the long terms. Your
directors are deeply grateful to all the stakeholders in the Company
for their continued support to the Company and look forward to the
future with confidence.
Kolkata Dwija Das Chatterjee Shib Ram Nag
26th May , 2014 Whole time Director & CEO Director
Mar 31, 2013
To The Shareholders,
The Directors have great pleasure in presenting the Fortieth Annual
Report of the Company together with Audited accounts for the year ended
31st March, 2013
SUMMARISED FINANCIAL RESULTS AND PROPOSED APPROPRIATIONS:
(Rs. in Lacs)
PARTICULARS 2012-2013 2011-12
A) Income from Operations 1120.31 6316.89
B) Profit/Loss after Tax [332.91 (255.92)
Balance Brought forward from
previous Year 19,34 275.26
Amount available for appropriation (313.57) 19.34
C) Appropriations: -
Proposed Dividend N.A N.A
Dividend Distribution Tax N.A N.A
Balance Carried to Balance Sheet [313.57) 19.34
FINANCIAL AND OPERATIONAL PERFORMANCE
During the year under review, the company has achieved a turnover of Rs
1120.31 lacs. The Profit/loss after Tax for the year under review has
been Rs. [332.91) lacs, as compared to Rs. (255.92) lacs for the
previous year.
DIVIDEND
This Directors regret to declare any dividend for the year under report
due to the operating loss during the year.
FUTURE OUTLOOK
Fn this context, infrastructure investment plays a major role. In the
short term, it boosts investment rates across the economy. In the long
run, it will remove the supply constraints that affect industry and
trade. The needs of this sector are vast. Infrastructure in India needs
over $ 1 trillion investment in the next five years. The government
alone cannot invest this amount. Therefore, importance being given to
PPPs. Achieving targets in key infrastructure sector is a key to
success and will inspire confidence about the overall economic growth
rate. It is felt that the targets set are certainly ambitious and
impressive.
There is a significant scale up over earlier turnover, however the
company faced an operating loss due to high cost of Fund and the
company is working on it.
Your Company will continue to take advantage to the above situations
and continue to bank upon its core competence area of road construction
along-with other infrastructure projects.
INTERNAL CONTROL SYSTEMS
Your Company maintains an internal control system in different areas
like purchase, billing for the jobs etc. there are Internal Auditors
who does a constant monitoring to have proper and sufficient care for
maintenance of adequate records required for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
DIRECTORS
1. Mr. Chinmoy Mazumdar retires by rotation in the forthcoming Annual
General Meeting and his re-appointment is proposed.
2. Mr. Ganeshan Natarajan, (Mechanical Engineer) having a vast
experience in the field of Mechanical Engineering and also associated
with FICC1, ASSOCHAM, Cll and ICC , was appointed as an Additional
Director by the Board of Directors of the Company with effect from 1st
July, 2013. His expertise and experience will benefit the Company in
future. In view of his rich experience, it will be in the best interest
of the Company that Mr. Ganesan Natarajan continues as a Director of
the Company.
3. Mr. Bappaditya Chakravarty, Mr. Shanti Ranjan Paul, Mr. Dipankar
Chatterjee, Mr. Lala Kishore kanti Roy, Mr. Pradeep kanti Lala, Mr.
Hirak Mukherjee and Mr. Koushik roy resigned from the Board during the
period and the Board places on record its deep sense of appreciation
for the services rendered by them during their tenure of Directorship
in the Company.
Unpaid Dividend
Last seven years balances lying in the Company''s Unpaid Dividend
Accounts with its bankers are shown below:
Year Amount as on 31.03.2013
2005-06 3,72,666.00/-
2006-07 No dividend declared
2007-08 1,37,020.00/-
2008-09 1,50,465.50/-
2009-10 7,42,324.50/-
2010-11 7,38,125.00/-
2011-12 No Dividend Declared
As per the Companies Act, 1956 unpaid dividend for 2005-06 will be
transferred to Investor Education and Protection Fund of Central
Government in October 2013 after completion of seven years. The details
of the amount lying in the unclaimed & unpaid dividend accounts are
available at the company''s website www.ccapltd.in.
Unpaid/unclaimed dividend amounting to Rs 3,42,624 for the year
2004-2005 had been deposited to the Investor Education and Protection
Fund of Central Government.
CODE OF CONDUCT
As required by clause 49 of the Listing Agreements with the Stock
Exchanges (Corporate Governance), the Board has laid down a Code of
Conduct for all Board members and senior management personnel. A
declaration by the CEO in regard to affirmation of compliance of the
code of conduct by the Board members and senior management personnel
has been set out in the Corporate Governance Report.
CORPORATE GOVERNANCE
Corporate Governance Report is set out as a separate annexure, which
forms part of this report.
AUDITORS
M/s. G.Basu & Co., Chartered Accountants, Auditors of the Company for
the year 2012- 2013, being eligible, have offered themselves for
re-appointment as Auditors of the Company for the year 2013-2014.Your
Directors recommended reappointment of the auditors.
AUDITORS'' OBSERVATIONS
Clarification on Auditor''s observations are here as follows:
1. Remuneration paid to whole-time Director amounting to Rs, 15.94 lac
is subject to approval by the Central Government as per section 198(4)
of the Companied Act, 1956. There is no impact for this loss for the
year. (Refer Note 10 in Notes on accounts).
- The Company is in the process of filling the same with the Central
Government.
2. The Company has not made any provision for interest on term loans
and Cash Credit from state bank of India for the period from 1st
October, 2012 to 31st March 2013 amounting to Rs. 146.70 Lac resulting
in an understatement of loss for the year by the said amount.(refer
Note 11 in the Notes on Accounts)
Above accounting treatment is contrary to requirement of AS1 issued by
Institute of Ch a rtered A ceo untants of India.
- Company''s accounts had been turned into NPA in the books of the bank
due to non- payment of interest & principal amount as company could not
generate enough cash for economic downturn and strolling of different
projects executed by the company for the survival. As per the RBI
guidelines once the account has turned NPA the banks are unable to
charge any interest on the said asset. Hence Company on its own has
charged a notional interest on the said facilities taken from the bank.
Moreover the Company has approached the bank for restructuring of the
account and once it is done all the outstanding amount as per agreed
terms will be charged in the expenditure of the company''s book.
3. From the available Information, we are unable to ascertain whether
provision for Taxation and Advance Income Tax/Tax deducted at source as
on 31st March, 2013 amounting to Rs. 51.54 Lac and Rs 289.84 Lac
respectively (vide Note 4 and Note 10 to Balance sheet) have been
properly reflected.
There may be revenue impact, which is not ascertainable at this stage.
Disputed Liability if any, has remain undetected.
- Due to the pending cases with the Income Tax department, the company
is unable to reflect the same in the books of accounts. Once the cases
are disposed off the books of accounts shall be regularised and the
effect for the same shall be given thereafter.
4. From the available information and explanations we are unable to
form an opinion whether advances to certain parties amounting to Rs.
31.10 crore (including in Short Term Loans Advances under Current
Assets in Note 14 to balance sheet) are not prejudicial to the interest
of the Company. Revenue implications of the observation are not
ascertainable at this stage.
- Company in the year 2009 undertook a residential project to boost up
the revenue which was dropping every year due to the non-interest on
the Company by the previous Promoters. The land on which the
residential complex was to be build up was taken as development right
from the respective land owners/Companies. The company will pay the
consideration in instalment from the connection of advance booking in
the Residential Complex. Thus the amount is shown as advance given to
different companies in the books of accounts.
5. The Company has received Advance from Customers amounting to Rs.
17.37 Crore against booking of Residential Flats (included in "Advance
from Customers" Under short Term Unsecured Loans in Note 5 to Balance
sheet) which are outstanding around two years without any construction
activity for flats. Under such circumstances we are unable to form an
opinion whether such advances are not to be treated as "Public Deposit"
as per rule 2 (VI) of the Companies (Acceptances of Deposit Rules)
1975. Revenue Implication of the observation is not ascertainable at
this stage.
- As mentioned above the said residential complex was pre-launched and
as per the market trend & rules advance booking has been taken on the
units launched by the company. But due to delay in statutory clearances
and impact on slow down the project remains stalled and the said
information has been passed on to the buyers to wait till all the
regulations properly taken care. Therefore it cannot be treated as
public deposit as proper legal document has been passed on to them
against their booking on particular unit chosen by the said proposed
buyer.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES
ACT 1956 READ WITH THE COMPANIES fPARTICULARS OF EMPLOYEESl RULES 1975.
The particulars required under Section 217 (2A) of the Companies Act,
1956, are not set out in this report, as no employee of the Company is
coming under the provisions of the said Section.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SECTION 217(1) (e) OF
THE COMPANIES ACT 1956.
Although your Company''s core activity is in the area of civil
construction which is not power intensive, your Company is making every
efforts to conserve the power. Critical natural resources like Diesel
etc. are consumed efficiently to ensure proper energy utilization and
conservation.
Your company has not undertaken any research and development activity
nor any specific technology is obtained from any external sources
during the year under review, which needs to be absorbed or adopted.
There are no foreign exchange earnings or outgo during the year under
review.
PUBLIC DEPOSIT
During the year under review, the Company has not accepted or renewed
any deposit, as defined under Section 58A of the Companies Act, 1956
read with Companies (Acceptance of Deposits) Rules, 1975.
COMPLIANCE CERTIFICATE
The Compliance certificate received in accordance with the provisions
of Section 383A [1] of the Companies Act, 1956 read with the Companies
[Compliance Certificate] Rules, 2001,is attached and the same is
self-explanatory and needs no comments.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956, your
Directors state:
a. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures, if any
b. that appropriate accounting policies have been selected and applied
consistently, and that the judgements and estimates made are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 313t March,2013 and of the profit of the Company
for the said period;
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. that the annual accounts have been prepared on a going concern
basis,
INDUSTRIAL RELATIONS
The Company enjoys cordial and harmonious industrial relations. The
work forces have extended their full cooperation in enforcing and
maintaining work culture, discipline and productivity within the
organization. Opportunities for industrial growth, creativity and
dedicated participation in organizational development are being
provided.
APPRECIATION
Your company continues its effort on strengthening the business. It is
the endeavour of the company to deploy resources in a manner so as to
secure the interest of the shareholders in the long terms. Your
directors are deeply grateful to all the stakeholders in the Company
for their continued support to the Company and look forward to the
future with confidence.
On behalf of the Board
For Shelter Infra Projects Limited
Kolkata Chinmoy Mazumdar Shib Ram Nag
13th August, 2013 Director Director
Mar 31, 2012
The Directors have great pleasure in presenting the Thirty-Ninth
Annual Report of the company together with Audited accounts for the
year 31st March, 2012
SUMMARISED FINANCIAL RESULTS AND PROPOSED APPROPRIATIONS :
(Rs in lacs)
PARTICULARS 2011-12 2010-11
A Income from Operations 6316.89 2142.90
B) Profit/Loss after Tax (255.92) 119.61
Balance Brought forward from
previous Year 275.26 176.44
Amount available for appropriation 19.34 296.05
C) Appropriations :
Proposed Dividend N.A. 17.83
Dividend Distribution Tax_ N.A. 2.96
Balance Carried to Balance Sheet 19.34 275.26
FINANCIAL AND OPERATONAL PERFORMANCE
During the year under review, the company has achieved a turnover of
Rs. 6316.89 lacs. The Profit/ loss after Tax for the year under review
has been Rs. (255.92) lacs, as compared to Rs. 119.61 lacs for the
previous year.
DIVIDEND
This Directors regret to declare any dividend for the year under report
due to the operating loss during the year.
FUTURE OUTLOOK
In this context, infrastructure investment plays a major role. In the
short term, it boosts investment rates across the economy. In the long
run, it will remove the supply constraints that affect industry and
trade. The needs of this sector are vast. Infrastructure in India needs
over $ 1trillion investment in the next five years. The government
alone cannot invest this amount. Therefore, importance being given to
PPPs. Achieving targets in key infrastructure sector is a key to
success and will inspire confidence about the overall economic growth
rate. It is felt that the targets set are certainly ambitious and
impressive. There are a significant scale up over earlier turnover,
however the company faced an operating loss due to high cost of fund
which will be reduced into low cost fund and the company is working on
it.
Your Company will continue to take advantage to the above situations
and continue to bank upon its core competence area of road construction
along-with infrastructure projects.
INTERNAL CONTROL SYSTEMS
Your Company maintains an internal control system in different areas
like purchase, billing for the jobs etc. There are Internal Auditors
who does a constant monitoring to have proper and sufficient care for
maintenance of adequate records required for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
DIRECTORS
1. Mr. Pradeep Kanti Lala, Mr. Lala Kishore Kanti Roy and Mr. Hirak
Mukherjee were appointed as Additional Directors w.e.f. 09.02.2012,
09.02.2012 and 24.05.2012 respectively. The Directors proposed and
confirmed their appointment.
2. Mr. Abhijit Datta and Mr. Shib Ram Nag retires by rotation in the
forthcoming Annual General Meeting and their re-appointment is
proposed.
3. Mr. Pradeep Kanti Lala was designated as Whole Time Director of the
Company w.e.f.
01.05.2012 and his appointment is also proposed for your assent.
Unpaid Dividend
Last seven years balance lying in the Company's Unpaid Dividend
Accounts with its bankers are shown below :
Year Amount as on 31.03.2012
2004-05 Rs. 3,42,484,80/-
2005-06 Rs. 3,72,666.00/-
2006-07 No Dividend Declared
2007-08 Rs. 1,37,020.00/-
2008-09 Rs. 1,57,253.50/-
2009-10 Rs. 7,42,344.00/-
2010-11 Rs. 7,39,525.00/-
As per the companies Act, 1956 unpaid dividend for 2004-2005 will be
transferred to Investor Education and Protection Fund of Central
Government in October 2012 after completion of seven years. Individual
reminders have been sent to the concerned shareholders to take action
for claiming the dividend from the Company before it is transferred to
the said fund.
Unpaid/unclaimed dividend amounting to Rs. 91,980/- for the year
2003-2004 had been deposited to the Investor Education and Protection
fund of Central Government on 26.10.2011.
CODE OFCONDUCT
As required by clause 49 of the Listing Agreements with the Stock
Exchanges (Corporate Governance), the Board has laid down a Code of
Conduct for all Board Members and senior management personnel. A
declaration by the CEO in regard to affirmation of compliance of the
code of conduct by the Board members and senior management personnel has
been set out in the Corporate Governance Report.
CORPORATE GOVERNANCE
Corporate Governance Report is set out as a separate annexure, which
forms part of this report. AUDITORS
M/s. G.Basu & Co., Chartered Accountants, Auditors of the Company for
the year 2011-12, being eligible, have offered themselves for
re-appointment as Auditors of the Company for the year 2012-13. Your
Directors recommended reappointment of G. Basu & Co.
AUDITORS' OBSERVATIONS
Auditors observation are mostly dealt in Notes to Accounts as attained
with the Financial Results and are self explanatory.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES
ACT, 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES
1975.
The particulars required under section 217(2A) of the Companies Act,
1956, are not set out in this report, as no employee of the Company is
coming under the provisions of the said section.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SECTION 217(1) (e) OF
THE COMPANIES ACT 1956,
Although your Company's core activity is in the area of civil
construction which is not power intensive, your Company is making every
efforts to conserve the power. Critical natural resources like Diesel
etc. are consumed efficiently to ensure proper energy utilization and
conservation.
Your company has not undertaken any research and development activity
nor any specific technology is obtained from any external sources
during the year under review, which need to be absorbed or adopted.
There is no foreign exchange or outgo during the year under review.
PUBLIC DEPOSIT
During the year under review, the Company has not accepted or renewed
any deposit, as defined under Section 58A of the Companies Act, 1956
read with Companies (Acceptance of Deposits) Rules, 1975.
SECRETARIAL COMPLIANCE CERTIFICATE
The Compliance certificate received in accordance with the provisions
of Section 383A(1) of the companies Act, 1956 read with the Companies
(Compliance Certificate) Rules, 2001, is self-explanatory and needs no
comments.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors state 1956, Your Directors state :
a. in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures, if any
b. that appropriate accounting policies have been selected and applied
consistently, and that the judgements and estimates made are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2012 and of the profit of the Company
for the said period;
c. that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d. that the annual accounts have been prepared on a going concern
basis.
INDUSTRIAL RELATIONS
The Company enjoys cordial and harmonious industrial relations. The
work forces have extended their full cooperation in enforcing and
maintaining work culture, discipline and productivity within the
organization. Opportunities for industrial growth, creativity and
dedicated participation in organizational development are being
provided.
APPREACIATION
Your company continues its effort on strengthening the business. It is
the endeavour of the company to deploy resources in manner so as to
secure the interest of the shareholders in the long terms. Your
directors are deeply grateful to all the stakeholders in the Company
for their continued support to the Company and look forward to the
future with confidence.
For & on behalf of the Board of Directors
Kolkata Pradeep Kanti Lala Shib Ram Nag
29th May, 2012 CEO & EXECUTIVE DIRECTOR Director
Mar 31, 2010
The Directors have great pleasure in presenting the thirty-Seventh
Annual Report of the Company together with Audited Accounts for the
year ended 31st March, 2010.
SUMMARISED FINANCIAL RESULTS AND PROPOSED APPROPRIATIONS:
(Rs.In Lacs)
PARTICULARS 2009-10 2008-09
A) Income from Operations 2303.21 1784.84
B) Profit After Tax 221.65 49.18
Balance Brought forward from
previous Year 75.58 47.26
Amount available for appropriation 297.23 96.44
C) Appropriations: -
Proposed Dividend 17.82 17.82
Dividend Distribution Tax 2.96 3.03
Balance Carried to Balance Sheet 276.44 75.58
FINANCIAL AND OPERATIONAL PERFORMANCE
During the year under review, the company has achieved a turnover of
Rs. 2303.21 lacs. The Profit After Tax for the year under review has
been Rs. 221.65 lacs, as compared to Rs. 49.18 lacs for the previous
year.
DIVIDEND
Your directors are pleased to recommend payment of dividend of 5% in
respect of the year ended on 31st March, 2010. The dividend, if
approved by the members at the Annual General Meeting will be paid to
those shareholders registered in the books of the Company and the
depositories as on 20th September, 2010.
FUTURE OUTLOOK
Road development is recognised as essential to sustain Indias economic
growth.The Government is planning to increase spends on road
development substantially with funding already in place based on a cess
on fuel. A large component of highways is to be developed through
public-private partnerships (PPP). Several high traffic stretches
already awarded to private companies on a BOT basis. Two successful BOT
models are already in place, the annuity model and the upfront/lump sum
payment model. Investment opportunities exist in a range of PROJECTS
being tendered by NHAI for implementing the NHDP contracts are for
construction or BOT basis depending on the section being tendered.
Highways:-
The following are some of the announcements made by the Government of
India for the infrastructure Development in India:-
1. An ambitious National Highway Development Programme (NHDP),
involving a total investment of Rs.2, 20,000 crore upto 2012, has been
established.
2. The Union Cabinet has approved the four-laning of 12,109 km of high
density national highways, through the Build, Operation & Transfer
(BOT) mode.
3. With a view to providing balanced and equitable distribution of the
improved/widened highways network throughout the country, NHDP-IV
envisages upgradation of 20,000 kms of such high- ways into two-lane
highways, at an indicative cost of Rs.27,800 crore.
4. Steps have been taken for restructuring and strengthening of
National Highways Authority of India (NHAI) which is the implementing
agency for the National Highways programme. Institutional mechanisms
have been established to address bottlenecks arising from delays in
environmental clearance, land acquisition etc.
Railways:-
The rapid rise in international trade and domestic cargo has placed a
great strain on the Delhi-Mumbai and Delhi-Kolkata rail track.
Government has, therefore, decided to build dedicated freight corridors
in the
Western and Eastern high-density routes. The investment is expected to
be about Rs. 22,000 crore (US 5 bn). Requisite surveys and project
reports are in progress and work is expected to commence within a year.
Your Company will continue to take advantage to the above situations
and continue to bank upon its core competence area of road construction
alongwith other infrastructure projects.
INTERNAL CONTROL SYSTEMS
Your Company maintains an internal control system in different areas
like purchase, billing for the jobs etc. there are Internal Auditors
who does a constant monitoring to have proper and sufficient care for
maintenance of adequate records required for safeguarding the assets of
the Company and for prevent- ing and detecting fraud and other
irregularities.
DIRECTORS
1. Mr. Madan Gopal Pal, B.E.(Civil Engineer) is having wide experience
in Construction works. He was Superintendent Engineer of PWD and was
Chief Engineer in PW (Roads) Directorate in Government of West Bengal,
appointed as Additional Director on 14th December, 2009 by the Board of
Directors of the Company.
By virtue of provisions of section 260 of the Companies Act, 1956 Mr.
Madan Gopal Pal will vacate office at the ensuing Annual general
Meeting of the Company. The Board has recommended the appointment of
Mr. Madan Gopal Pal as Independent Non-Executive Director of the
Company, liable to retire by rotation from the date of the ensuing
Annual General Meeting of the Company.
2. Mr. Shyamal Kumar Mukherjee, B.E.(Civil Engineer) is having vast
experience in road and construction work and also worked as Assistant
Engineer of PWD, Government of West Bengal, appointed as Additional
Director on 14th December, 2009 by the Board of Directors of the
Company.
By virtue of provisions of section 260 of the Companies Act, 1956 Mr.
Shyamal Kumar Mukherjee will vacate office at the ensuing Annual
General Meeting of the Company. The Board has recommended the
appointment of Mr. Shyamal Kumar Mukherjee as Independent Non-Executive
Director of the Company, liable to retire by rotation from the date of
the ensuing Annual General Meeting of the Company.
3. Mr. Chinmoy Mazumdar and Mr. Dibakar Chatterjee retires by rotation
in the forthcoming Annual General Meeting and are being eligible to
offer themselves for re-appointment.
4. Mr. Chirantan Mukherjee, Non Executive Director, Mr. Asamanja
Mitra, Non Executive Director and Mr. Mahiruha Mukherjee, Whole-time
Director resigned from the Board with effect from 1st December 2009.
Your Directors record their appreciation for the valuable contributions
made by them during their tenure of Directorship in the Company.
The details of Directors seeking appointment/reappointment have been
annexed as part of the Annual Report.
Unpaid Dividend
Last seven years balances lying in the Companys Unpaid Dividend
Accounts with its bankers are shown
below:
Year Amount as on 31.03.2010
2002-03 Rs. 3,24,132.50
2003-04 Rs. 91,980.00
2004-05 Rs. 3,43,114.80
2005-06 Rs. 3,73,662.00
2006-07 No Dividend Declared
2007-08 Rs. 1,44,282.00
2008-09 Rs.1,58,054.00
As per the Companies Act, 1956 unpaid dividend for 2002-03 will be
transferred to Investor Education and Protection Fund of Central
Government in October, 2010 after completion of seven years. Individual
reminders have been sent to the concerned shareholders to take action
for claiming the dividend from the Company before it is transferred to
the said fund.
Unpaid/unclaimed dividend amounting to Rs. 2, 08,155/- for the year
2001-02 had been deposited to the Investor Education and Protection
Fund of Central Government on 24th October, 2009.
CODE OF CONDUCT
As required by clause 49 of the Listing Agreements with the Stock
Exchanges (Corporate Governance), the Board has laid down a Code of
Conduct for all Board members and senior management personnel. A
declaration by the CEO in regard to affirmation of compliance of the
code of conduct by the Board mem- bers and senior management personnel,
has been set out in the Corporate Governance Report.
CORPORATE GOVERNANCE
Corporate Governance Report is set out as a separate annexure, which
forms part of this report.
AUDITORS
M/s. G.Basu & Co., Chartered Accountants, Auditors of the Company for
the year 2009-10, being eligible, have offered themselves for
re-appointment as Auditors of the Company for the year 2010-11.Your
Directors recommend reappointment of G. Basu & Co.
AUDITORS OBSERVATIONS
Regarding observation of Auditors in regard to AS-15 (Revised), the
same when read with corresponding reference in notes for accounts will
be found self explanatory.
Regarding overdue statutory payments, steps have been initiated to
deposite them with appropriate authorities without further delay.
PARTICULARS OF EMPLOYEES PURSUANT TO SECTION 217(2A) OF THE COMPANIES
ACT 1956 READ WITH THE COMPANIES (PARTICULARS OF EMPLOYEES) RULES 1975.
The particulars required under section 217 (2A) of the Companies Act,
1956, are not set out in this report, as no employee of the Company is
coming under the provisions of the said section.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO SECTION 217(1) (e) OF
THE COMPANIES ACT 1956.
Although your Companys core activity is in the area of civil
construction which is not power intensive, your Company is making every
effort to conserve the power. Critical natural resources like Diesel
etc. are consumed efficiently to ensure proper energy utilization and
conservation.
Your company has not undertaken any research and development activity
nor any specific technology is obtained from any external sources
during the year under review, which needs to be absorbed or adopted.
There is no foreign exchange earnings or outgo during the year under
review.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956, Your
Directors state:
- that in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures, if any
- that appropriate accounting policies have been selected and applied
consistently and that the judgements and estimates made are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March,2010 and of the profit of the Company
for the said period;
- that proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
- that the annual accounts have been prepared on a going concern basis.
INDUSTRIAL RELATIONS
The Company enjoys cordial and harmonious industrial relations. The
work forces have extended their full cooperation in enforcing and
maintaining work culture, discipline and productivity within the
organization. Opportunities for industrial growth, creativity and
dedicated participation in organizational development are being
provided.
ACKNOWLEDGEMENT
Your Directors wish to express their sincere appreciation for the
valuable support and cooperation of Central and State Governments,
Public Works Department of the respective State Governments, Bankers to
the company and local authorities. Your Directors also thank the
Companys valued and es- teemed customers, suppliers, contractors, sub
contractors, business associates and employees of the Company for their
extended and continued patronage, cooperation, support and look forward
for the same in future.
Kolkata Samar Nag Shib Ram Nag S.K.Saha
18th May, 2010 Director Director Director