| The directors have pleasure in presenting the 23rd Annual Report
together with the Audited Statements of Accounts of the Company for the
financial year ended 31st March, 2015:
1. Financial Highlights:
(Rs, In Lacs)
2014-15 2013-14
Revenue from Operations 582.16 463.07
Operating Expenditure 540.39 410.54
Earnings before interest tax,
depreciation and amortization
(EBITDA) 53.12 59.93
Other Income (Net) 11.55 12.17
Finance Costs 10.18 9.14
Depreciation and amortization expenses 11.35 7.40
Profit before exceptional item and tax 43.14 55.56
Exceptional item 0.00 0.00
Profit Before Tax (PBT) 43.14 55.56
Tax Expenses 13.49 13.20
Profit After Tax (PAT) 29.65 42.36
Add: Balance Brought forward
from previous year (59.84) (102.20)
Less: Depreciation on account of
transitional provisions (Net of
deferred tax liability
provision Rs, 0.16 Lacs) 0.35 0.00
Less: Income Tax for earlier
years adjusted 4.42 0.00
Amount of Surplus available
for appropriation (34.96) (59.84)
2. Operations, State of Company's affairs and Future Outlook:
After starting the new activities i.e. Engineering Services (Erection,
commissioning, supervision, project drawing and designing services) and
trading of fabricating material, equipment parts and other items etc.,
the overall growth of the company is good and encouraging since its
re-establishment. In the current year 2014-15, the Company has earned
the total revenue from operation Rs, 582.16 Lacs against the previous
years Rs, 463.07 Lacs, which reflects the growth of 26%. The overall
growth of the Company is encouraging and same will further improve in
the ensuing years because the Company has sufficient work order for
Erection and Commissioning in hand at different locations in India and
Nepal, which will be executed in the ensuing financial year. The net
profit after tax of the company is Rs, 52.86 Lacs, Rs, 42.36 Lacs and Rs,
29.65 Lacs in the year 2012-13, 2013-14 and 2014-15 respectively. Due
to these and other substantial factors, the accumulated losses of the
company have been minimized and the net worth of the company has become
positive. All the above factors reflects that the management is serious
and hopeful to achieve better results in the ensuing years with new
business activities.
We further inform that there is no change in the business activities of
the company in the current financial year.
3. Dividend:
No dividend has been recommended by the Directors this year and
consequently no amounts have been transferred to general reserves.
4. Transfer to Reserves:
The board of the Company has decided not to transfer any fund to
general reserve out of the amount available for appropriation and an
amount of loss Rs, 34.96 Lacs to be retained in the profit and loss
account.
5. Change in Share Capital, if any
There has been no change in Share Capital of the Company during the
financial year 2014-15.
6. Deposits:
The company has not accepted any deposits from the public during the
year and as such, no amount on account of principal or interest on
deposits from public was outstanding as on the date of the balance
sheet.
7. Directors:
As per the provisions of Section 152 of the Companies Act, 2013, Sh.
Akshay Chandra, Director of the Company retires by rotation at the
forthcoming Annual General Meeting and being eligible has offered
himself for re-appointment. The Board recommends his re-appointment.
Smt. Prakriti Chandra has been appointed as Additional Directors on
25th March, 2015. As per the provisions of Section 161(1) of the
Companies Act 2013 and provisions of Articles of Association of the
Company, Smt. Prakriti Chandra hold office only up to the date of this
Annual General Meeting of the Company, and are eligible for appointment
as Director. The Company has received notice under Section 160 of the
Act, in respect of the candidate, proposing her appointment as
Non-executive Director of the Company. Resolutions seeking approval of
the members for the appointment of Smt. Prakriti Chandra as
Non-executive Director of the Company has been incorporated in the
Notice of the forthcoming AGM along with brief details about her.
The notice convening the Annual General Meeting includes the proposal
for appointment of Directors.
Further, your Company has also received declarations from all the
Independent Directors of the Company confirming that they meet with the
criteria of Independence as prescribed under the Act and Clause 49 of
the Listing Agreement with the Stock Exchanges.
8. Board Evaluation:
9.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board has carried out the annual performance
evaluation of its own performance, the Directors individually as well
as the valuation of the working of its various committees as per the
criteria of evaluation provided in the Nomination, Remuneration and
Evaluation Policy adopted by the Company. The performance evaluation of
Independent Directors was carried out by the entire Board and the
performance evaluation of the Chairman and the Board as a whole was
carried out by the Independent Directors.
10. Meetings of the Board:
The Board of Directors of your company met 9 times during 2014-15. The
meetings were held on 29-04- 2014, 22-05-2014, 30-05-2014, 14-08-2014,
28-08-2014, 14-11-2014, 14-02-2015, 09-03-2015 and 25-03- 2015. The
intervening gap between the meetings was within the period prescribed
under the Companies Act, 2013.
11. Particulars of Loan given, Investment made, Guarantee given and
Securities provided:
There were no loans given, investment made, guarantee given and
securities provided by the Company under Section 186 of the Companies
Act, 2013 during the year under review and hence the said provision is
not applicable.
12. Extract of Annual Return:
As provided under Section 92(3) of the Act, the extract of annual
return is given in Annexure I in the prescribed Form MGT-9, which forms
part of this report.
13. Subsidiary, Joint Ventures and Associate Concerns:
The Company does not have any Subsidiary, Joint Ventures or Associate
Concerns as on 31st March, 2015.
14. Corporate Governance:
Pursuant to Clause 49 of the Listing Agreement with the Stock
Exchanges, the company has implemented the code of Corporate Governance
during the year. The reports on Corporate Governance together with
Compliance Certificate on the same are attached to this report.
15. Management's Discussion and Analysis Report
Management's Discussion and Analysis Report for the year under review,
as stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report.
16. Directors' Responsibility Statement:
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013, the directors hereby confirm that:
i) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standard have been
followed and there are no material departures;
ii) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company as at 31st March 2015 and of the profit of the Company for
the period from 1st April 2014 to 31st March 2015;
iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013, for safeguarding the assets of the company and for
preventing and detecting fraud and other irregularities;
iv) they have prepared the annual accounts on a going concern basis; v)
they have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and operating
effectively; and
vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
17. Contract and arrangements with Related Parties:
All contracts/arrangements/ transactions entered by the Company during
the financial year with related parties were in the ordinary course of
business and on the arm's length basis. During the year, the Company
had not entered into any contract/arrangement/ transaction with related
parties which could be considered material in accordance with the
Policy on materiality of related party transactions and on dealing with
related party transactions. Your Directors draw attention of the
members to Note 26(i) to the financial statements which set out related
party disclosures pursuant to clause 32 of the listing agreement.
Information on transactions with related parties pursuant to Section
134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)
Rules, 2014 are given in Annexure II in Form AOC-2 and the same forms
part of this report.
18. Auditor and Auditors' Report:
M/s Jayant Bansal & Co., Chartered Accountants, Ambala Cantt, Statutory
Auditor of the company, hold office till the conclusion of the ensuing
Annual General Meeting and are eligible for re-appointment for another
term.
As required under the provisions of section - 139(1) of the Companies
Act, 2013, the company has received a written consent from M/s Jayant
Bansal & Co., Chartered Accountant to their appointment and a
certificate, to the effect that their re-appointment, if made, would be
in accordance with the Act and the Rules framed there under and that
they satisfy the criteria provided in section- 141 of Companies Act,
2013. The Board recommends their appointment for the financial year
2015-16.
There are no qualifications or adverse remarks in the Auditor's Report
which require any clarification/explanation. The notes on financial
statements are self-explanatory, and needs no further comments.
Further auditor's report for the financial year ended 31st March, 2015
is given as an annexure which forms part of this report.
19. Cost Auditors:
The Board has appointed M/s K. K. Sinha & Associates, Cost Accountants
(Firms Regd, No 100279), 3396, Sector -46C, Chandigarh - 160047, as
cost auditors to conduct the audit of cost accounting records for its
Erection and Commissioning activities for the financial year 2014-15.
The Company submits its Cost Audit Report with the Ministry of
Corporate Affairs with in the stipulated time period.
20. Secretarial Auditors:
The Board has appointed M/s J. P. Jagdev & Co., Company Secretary to
conduct Secretarial Audit for the financial year 2014-15. The
Secretarial Audit Report for the financial year ended 31st March, 2015
is annexed herewith as Annexure III to this Report. The Secretarial
Audit Report does not contain any qualification, reservation or adverse
remark.
21. Corporate Social Responsibility (CSR):
The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section
135(1) of the Companies Act, 2013 and hence it is not required to
formulate policy on corporate social responsibility.
22. Risk Management:
The board of the Company has formed a risk management committee, to
frame, implement and monitor the risk management plan for the Company.
The Committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
oversight in the area of financial risks and controls. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
23. Internal Control System and their adequacy:
The company has adopted adequate system of internal control
commensurate with the size of the company and the nature of its
business. These have been designed to provide reasonable assurance with
regard to recording and providing reliable financial and operational
information, complying with applicable statutes, safeguarding assets
from unauthorized use or losses executing transactions with proper
authorization and ensuring compliance of corporate policies. The
company has an audit committee, the details of which are provided in
the Corporate Governance Report. The audit committee reviews the
internal control system and follows up on the implementation of
corrective actions, if required. The committee also meets the company's
statutory auditors to ascertain, interlaid their views on the adequacy
of internal control system in the Company and keeps the Board of
Directors informed of its major observations from time to time. The
management also regularly reviews the utilization of fiscal resource,
compliance with law, efficiencies, so as to ensure optimum utilization
of resources and achieve better efficiencies.
24. Vigil Mechanism Policy:
The Company has a vigil mechanism policy which also incorporates a
whistle blower policy in line with the provisions of the Section 117(9)
of the Act and the revised Clause 49 of the Listing Agreements with
stock exchanges, which deals with the genuine concerns about unethical
behavior, actual or suspected fraud and violation of the Company's
Code of Conduct and ethics.
25. Committees of Board:
The Board of Directors of your Company had already constituted various
committees in compliance with the provisions of the Companies Act, 2013
and Listing Agreement viz. Audit Committee, Nomination and Remuneration
Committee, Shareholder's/Investor's Grievances Committee, Risk
Management Committee. All decisions pertaining to the constitution of
committees, appointment of members and fixing the terms of reference /
role of the Committees are taken by the Board of Directors. Detail of
the role and composition of Committees, including the number of
meetings held during the financial year and attendance at meetings, are
provided in the Corporate Governance Report section of the Annual
Report, which forms part of this report.
26. Conservation of Energy, Technology absorption and foreign exchange
earning and outgo:
Information required under Section 134(3)(m) of Companies Act, 2013
read with Companies (Accounts) Rules, 2014 is given as under:
Conservation of Energy: The Company has not been carrying on any
manufacturing activities, hence this information is not applicable on
the company during the year under review.
Technology absorption, adaption and innovation: The Company always
adopted latest technologies for improving the performance and quality
of its services. The Company's operations do not require significant
import of technology.
Research and Development (R&D): The Company has not done any Research
and Development work during the year under review. However, the company
has adopted/reviewed the methods for improving the performance and
quality of its services on regular basis.
Foreign Exchange Earnings and Outgo: The Company directly did not spend
any foreign exchange and also, did not earn any foreign exchange during
the year under review. However, the Company is having Branch/Permanent
Establishment at Nepal and all the information related to foreign
exchange earnings and outgo is pertained to Nepal branch only.
(Rs, In Lacs)
Foreign exchange earnings and outgo 2014-15 2013-14
a. Erection, Commissioning and
Supervision related activities
(Including Overseas Branch Revenue) 23728631.00 18451509.00
b. CIF Value of Imports NIL NIL
c. On Overseas Contracts
(i.e. Overseas Branch expenditure) 23162908.00 13441710.00
d. -Capital Goods (i.e.
Capital expenditure incurred at 441523.00 4038.00
Overseas Branch)
27. Nomination, Remuneration and Evaluation Policy:
The Nomination, Remuneration and Evaluation Policy recommended by the
Nomination and Remuneration Committee is duly approved by the Board of
Directors of the Company and the same are provided in the Corporate
Governance Report section of the Annual Report, which forms part of
this report.
28. Human Resources:
Your Company treats its "human resources" as one of its most important
assets and has taken continuous efforts to set up and maintain an
efficient work force. The company is continuously taken steps towards
maintaining a low attrition rate which it believes shall be achieved by
investing in learning and development programmes for employees,
competitive compensation, creating a compelling work environment,
empowering employees at all levels as well as a well-structured reward
and recognition mechanism.
29. Particulars of Employees:
I) The information required under Section 197 of the Act read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are given below:
a. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
Executive Director Ratio to median
remuneration
1 Sh. Sunil Chandra (Managing Director) 1.13:1
2. Sh. Chaitanya Chandra
(Whole time Executive Director) 1.80:1
Note: The Company has not given any remuneration/benefits to
non-executive/independent directors of the company during the year
2014-15.
b. The percentage increase in remuneration of each director, chief
executive officer, chief financial officer, company secretary in the
financial year:
Directors, Company Secretary and Financial Officer % increase in
remuneration in
the financial year
1 Sh. Sunil Chandra (Managing Director) 16.67%
2. Sh. Chaitanya Chandra
(Whole time Executive Director) NIL
3. Ms. Anita Bhist (Company Secretary) 11.11%
4. Sh. Deepak Sharma (Financial Officer) 40.00%
c. The percentage increase in the median remuneration of employees in
the financial year: 32%
d. The number of permanent employees on the rolls of Company: 35
Employees as on 31st March, 2015
e. The explanation on the relationship between average increase in
remuneration and Company performance: The performance of the Company
for the current financial year is better than the previous year. The
Company has minor increase in remuneration to Executive Director/key
managerial personnel. However, at Middle & Junior level management, the
proper increment was given in accordance with the inflation rate and at
workmen and staff level, the increase is sufficient and higher than the
inflation rate.
f. Comparison of the remuneration of the key managerial personnel
against the performance of the Company: Remuneration to Managing and
Whole time directors were paid as per the scale approved by the members
of the company. The head (Corporate Finance) was promoted to the
position of Financial Officer, hence he was given an increase as a part
of promotion and salary adjustment. In respect of Company Secretary,
the normal annual increment has been given.
g. 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: The Company's stock is not trading at the
listing stock exchanges since long, hence this information is not
available.
h. 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: The Company's stock is not trading
at the listing stock exchanges since long, hence this information is
not available.
i. 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:
Proper increments at both managerial and staff/worker level has been
given in financial year 2014-15.
j. Comparison of each remuneration of the key managerial personnel
against the performance of the Company: The head (Corporate Finance)
was promoted to the position of Financial Officer, hence he was given
an increase as a part of promotion and salary adjustment. In respect of
Company Secretary, the normal annual increment has been given.
k. The key parameters for any variable component of remuneration
availed by the directors: No such variable component is included in the
remuneration paid to directors.
I. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year:
Sh. Chaitanya Chandra (Whole time Executive Director): 0.81:1
m. Affirmation that the remuneration is as per the remuneration policy
of the Company: The Company affirms remuneration is as per the
remuneration policy of the Company.
II. There was no employee on the Roll of the company who drew
remuneration in excess of the limits prescribed by the provisions of
Section 197(12) of the Companies Act, 2013 read with Rules 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, hence this relevant information is not applicable to the Company.
30. Disclosure under sexual harassment of women at workplace
(Prevention, Prohibition & 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.
31. Other Disclosures:
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these
items during the year under review:
i) No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's
operations in future.
ii) No Material changes and commitments affecting the financial
position of the Company occurred between the end of the financial year
to which these financial statements relate and the date of this Report.
2. The provisions of Section 125(2) of the Companies Act, 2013 related
with transfer of unclaimed dividend to Investor Education and
Protection Fund do not apply to the Company as there was no dividend
declared and paid in previous years and there is no unclaimed dividend.
3. Equity Shares:
- No issue of equity shares with differential rights as to dividend,
voting or otherwise during the year under review.
- The Company has not bought back any of its securities during the year
under review.
- No Bonus shares were issued during the year under review.
- No issue of shares (including sweat equity shares) to employees of
the Company under Stock option Scheme during the year under review.
- No Shares outstanding under the head Shares Suspense
Account/Unclaimed Suspense Account at the beginning and end of the year
under review.
32. Listing with Stock Exchanges:
The stocks of the Company are listed on Delhi Stock Exchange, Stock
Exchange Mumbai, Stock Exchange Ahmadabad and Jaipur Stock Exchange. We
further confirm that the Company has paid the Annual Listing Fees
regularly where the Company's Shares are listed except Jaipur Stock
Exchange which is outstanding since long.
33. Acknowledgements:
Your directors wish to place on record their gratitude for the valued
support and assistance extended to the Company by the Shareholders,
Banks and Government Authorities and look forward to their continued
support. Your directors also express their appreciation for the
dedicated and sincere services rendered by the Executives, Officers and
Employees of the Company.
By Order of the Board of Directors
Place: Yamunanagar
Dated: 28-08-2015
(SUNIL CHANDRA)
Managing Director
DIN: 01066065 |