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Apex Buildsys Ltd.

BSE: 531615 Sector: Infrastructure
NSE: N.A. ISIN Code: INE040E01028
BSE LIVE 12:59 | 19 Jan Stock Is Not Traded.
NSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 9.19
PREVIOUS CLOSE 9.23
VOLUME 1
52-Week high 9.23
52-Week low 6.56
P/E
Mkt Cap.(Rs cr) 63.04
Buy Price 0.00
Buy Qty 0.00
Sell Price 9.19
Sell Qty 1950.00
OPEN 9.19
CLOSE 9.23
VOLUME 1
52-Week high 9.23
52-Week low 6.56
P/E
Mkt Cap.(Rs cr) 63.04
Buy Price 0.00
Buy Qty 0.00
Sell Price 9.19
Sell Qty 1950.00

Apex Buildsys Ltd. (APEXBUILDSYSL) - Director Report

Company director report

Directors

Dear Members

Your Directors have pleasure in presenting the 22nd Annual Report along withthe Audited Accounts for the year ended 31st March 2014.

FINANCIAL RESULTS

The financial results for the year under review are summarized below for yourconsideration:

(Rs. in Lacs)
Particulars Year Ended 31st March 2014 Year Ended 31st March 2013
Total Income 31252.95 48399.31
Profit before Depreciation & Tax 1188.69 2674.14
Less : Depreciation 1154.91 1161.50
Profit/Loss before tax 33.78 1512.64
Less : Tax Expenses
Current Tax 1.51 257.37
Deferred Tax 5.24 184.14
Add: Mat Credit Entitlement 1.51 257.37
Profit /Loss after Tax 28.54 1328.50
Surplus/(deficit) carried to Balance sheet 17276.75 17248.21

REVIEW OF OPERATIONS

The turnover (revenue from operations) of the Company for the year ended 31stMarch 2014 is Rs. 31119.21 lacs as against Rs. 48268.73 lacs in the previous year.Profit before depreciation and taxation was Rs. 1188.69 lacs and after providing Rs.1154.91 lacs towards depreciation and Rs. 5.24 lacs towards tax the net profit amounts toRs. 28.54 lacs. No material changes have occurred since the date of the Balance sheet andthis report which has any adverse effect on the working of the company.

FUTURE PROSPECTS

Infrastructure development in India has been going through a very difficult phase overthe last three years. The Company was able to achieve breakeven and post a net profit ofRs. 28.54 lacs for the financial year 2013-14.

During the financial year 2013-14 the Hon’ble Delhi High Court by order dated 31stJuly 2013 has sanctioned the Composite Scheme of Arrangement and Amalgamation of EraBuildsys Limited with Era E-Zone (India) Limited w.e.f. 1st April 2012. Interms of the said sanctioned scheme the name of Era E-Zone (India) Limited (TransfereeCompany) is to be changed to Era Buildsys Limited.

The Company is optimistic about the performance of the Company in near future.

INTRODUCTION AND APPLICABILITY OF NEW COMPANIES ACT 2013

The Ministry of Corporate affairs vide its Notification dated: 26th March2014 has notified the commencement of New Companies Act 2013 w.e.f. 1stApril 2014. In pursuance of General Circular No. 08/2014 issued by Ministry of CorporateAffairs the present Directors’ Report is prepared in accordance with the provisionsof the Companies Act 1956 and thus the new provisions of Companies Act 2013 will becomplied with in the next Directors’ Report.

Your Board of Directors are in process of complying with all other new requirements ofthe Companies Act 2013.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits under section 58A of the CompaniesAct 1956. There are no unclaimed or unpaid deposits lying outstanding as at 31stMarch 2014.

DIVIDEND

In order to plough back profits for the future requirements of the Company yourdirectors do not recommend any dividend for the year ended 31st March 2014.

DIRECTORS

During the financial year 2013-2014 Mr. A.K. Mehta has resigned from the directorshipof the Company w.e.f. 5th November 2013. Mr. A.K. Seth was appointed asDirector of the Company and designated as Whole Time Director w.e.f. 5thNovember 2013 for a period of 3 years However he resigned from the directorship of thecompany w.e.f. 14th February 2014.

Mr. H.S. Bharana Chairman of the company has resigned from the directorship of thecompany w.e.f. 14th August 2014. As per the provisions of the Companies Act2013 Independent Directors are eligible to hold office for a term upto five consecutiveyears and are eligible for re-appointment for the second term on passing specialresolutions by the Company. During their tenure they will not be liable to retire byrotation. The Company has received from all the Independent Directors consents for theirappointment and declarations confirming that they meet the criteria of independence asenvisaged under the Companies Act 2013 and Listing Agreement.

Notices under Section 160 of the Companies Act 2013 have been received from membersproposing their candidature along with requisite deposits. Accordingly in terms ofSection 149(10) read with Schedule IV of the Companies Act 2013 the Board recommends theappointment of the above directors as Independent Directors who shall hold office uptoMarch 31 2019 and shall not be liable to retire by rotation during their tenure. Inaccordance with the provisions of the Companies Act 2013 Mr. Amit Bharana retires byrotation at the forthcoming Annual General Meeting and being eligible offers himself forreappointment.

Brief resumes of these directors proposed to be appointed/ re-appointed and otherrelevant information have been furnished in the Notice convening the Annual GeneralMeeting. Appropriate resolutions for their appointment / re-appointment are being placedfor approval of the members at the Annual General Meeting.

CAPITAL FORMATION & REDUCTION OF CAPITAL

Pursuant to the Composite Scheme of Arrangement/Amalgamation duly sanctioned byHon’ble High Court of Delhi at New Delhi the Company made the allotment of44812956 equity shares to the shareholders of transferor company (M/s. Era BuildsysLimited) in the ratio of 541 equity shares of transferee company for every 100 equityshares of transferor company. Further the face value per share was reduced from Rs. 10/-each to Rs. 2/- each and Rs. 8/- per share was transfer to general reserve as per approvedscheme.

INTRODUCTION AND APPLICABILITY OF NEW COMPANIES ACT 2013

The Ministry of Corporate affairs vide its Notification dated: 26th March2014 has notified the commencement of New Companies Act 2013 w.e.f. 1stApril 2014. In pursuance of General Circular No. 08/2014 issued by Ministry of CorporateAffairs the present Directors’ Report is prepared in accordance with the provisionsof the Companies Act 1956 and thus the new provisions of Companies Act 2013 will becomplied with in the next Directors’ Report.

Your Board of Directors endeavors to comply with all other new requirements of theCompanies Act 2013.

AUDITORS

As per the provision of Section 141 of the Companies Act 2013 read with rule 6 of theCompanies (Audit & Auditors) Rules 2014. M/s. P.C. Bindal & Co. the retiringauditors of the company can be further appointed as statutory auditors for another term of3 (Three) consecutive years i.e. till the conclusion of Annual General Meeting to be heldin the year 2017. The Company has obtained necessary certificate under section 141 of theCompanies Act 2013 from the auditor conveying their eligibility for the aboveappointment. The Audit Committee and the Board reviewed their eligibility criteria aslaid down under section 141 of the Companies Act 2013 and recommended their appointmentas auditors for the above said period.

AUDIT COMMITTEE

The Audit Committee consists of following members namely Mr. S. D. Sharma Mr. S. D.Kapoor and Mr. Amit Bharana out of which two are independent Directors. Mr. S. D. Sharmais the Chairman of Audit Committee. All members of the Audit Committee possess sufficientknowledge and experience in the field of Finance and Accounts. The Committee compositionis in accordance with the provisions of Companies Act and Listing Agreement.

AUDITORS’ REPORT

The Auditors’ Report does not contain any adverse remark or qualification hencethe same do not call for further information or explanation. The observations and commentsgiven by the Audiors read together with notes to accounts are self explanatory hence donot call for any further comments under Section 217 of the Companies Act 1956.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of section 217(2AA) of the Companies Act 1956 yourdirectors state and confirm that:

i) In the preparation of annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;

ii) Accounting policies selected were applied consistently reasonable and prudentjudgments and estimates were made so as to give a true and fair view of the state ofaffairs of the Company as at the end of March 31 2014 and of the profit of the Companyfor the year ended on that date;

iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 1956 forsafeguarding the assets of the Company and for preventing and detecting frauds and otherirregularities;

iv) The annual accounts of the Company have been prepared on a going concern basis.

PARTICULARS OF EMPLOYEES U/S 217(2A) OF THE COMPANIES ACT 1956

There is no employee in the Company in respect of whom particulars as required to befurnished u/s 217(2A) of the Companies Act 1956 and rules made there under are to given.

PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO

Information in accordance with the provisions of section 217(1)(e) of the CompaniesAct 1956 read with the Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988 regarding the conservation of energy and technology absorption isgiven as under:

CONSERVATION OF ENERGY:

The Company lays great emphasis on savings in the cost of energy consumption. Achievingreduction in the per unit consumption of energy is an ongoing exercise in the Company;this includes periodical check-ups preventive maintenance and calibration of allelectrical instruments & machineries. Effective measures have been taken to minimizethe loss of energy as far as possible.

The detail regarding present energy consumption including captive generation isfurnished as below:

(in Rs.)
I. Power & Fuel Consumption
1. Electricity Purchased 2012-13 2013-14
Unit 3338130 1820785
Total Amount 21619348 13058109
Rate/Unit 6.48 7.17
2. Own Generation through Diesel Generator
Unit 335872 163629
Units per lit. of Diesel Oil 4906162 2242967
Cost/Unit 14.61 13.71
II. Consumption per unit of Production
2012-13 2013-14
Production (MTs) 26903.17 12697.94
Electricity (Unit/MT) 248.06 143.39
Electricity (Rs./ Mt) 1573.31 1028.36
Diesel (Unit/Mt) 26.77 12.89
Diesel (Rs/MT) 388.74 176.64

TECHNOLOGY ABSORPTION:

Your Company deploys latest updated technologies such as Highway Girders Pipe Racks tothe level of 2800 mm height of beam manufacturing with automatic welding CNC punching& shearing CNC sheet profiling and Multi torch flame cutting. This technologyimplemented by the company is best available in the world in the field of Pre-engineeredBuildings. The foreign exchange earning/outgo during the year are as under:

(Rs. in Lacs)
Particulars Current Year Previous Year
Foreign Exchange Earning Nil Nil
Foreign Exchange Outgo Nil 1.20

SUBSIDIARY COMPANY

M/s Silverline Cinemas Private Limited is the only Wholly Owned Subsidiary of theCompany. Copies of the Balance Sheet Profit & Loss Account and Reports of theAuditors’ and Directors’ of the Subsidiary Company have not been attached as perthe consent granted by the Board of Directors of the Company in terms of general exemptiongranted by the Ministry of Corporate Affairs Government of India under section 212(8) ofthe Companies Act 1956 vide general circular no. 2/2011 dated 8th February 2011. Howeveras per the terms of general exemption a statement containing brief financial details ofthe subsidiary company for the year ended 31st March 2014 is included in the AnnualReport. As required under the Listing agreement with the Stock Exchange the Company hasprepared the Consolidated Financial Statements of the Company and its subsidiary as perthe Accounting Standard (AS) 21 Consolidated Financial Statements which form part of theAnnual Report and Accounts.

The Annual Accounts of the subsidiary company and the related detailed informationshall be made available to shareholders of the Company seeking such information. TheAnnual Accounts of the subsidiary company are also kept for inspection by any shareholderat the registered office of your Company.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

A Company holds fiduciary relationship with its stakeholders and community where theBoard of Directors of the Company acts as trustee to all the stakeholders of the Companyto enhance the stakeholder’s value and protect their interest. Your Company iscommitted to benchmark itself with global standards in all areas including appropriatestandards for Good Corporate Governance. Towards this end an effective corporategovernance system has been put in place in the Company which also ensures that theprovisions of Clause 49 of the Listing Agreement are duly complied with. A report onCorporate Governance along with Certificate on its compliance from Ms. Pooja AnandCompany Secretary in Practice is enclosed with this Annual Report.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government Authorities Customers and Shareholdersduring the year. Your directors also wish to take on record their deep sense ofappreciation for the committed services of the employees at all levels which has made ourCompany successful in the business.

For and on behalf of the Board of Directors
For Era Buildsys Ltd.
[Formerly known as Era E-Zone (India) Limited]
Place: Noida (Amit Bharana)
Date: 14th August2014 Chairman & Whole Time Director
(DIN: 01291420)

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