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Ashoka Buildcon Ltd.

BSE: 533271 Sector: Engineering
NSE: ASHOKA ISIN Code: INE442H01029
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VOLUME 7359
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P/E 17.69
Mkt Cap.(Rs cr) 2661.13
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OPEN 144.90
CLOSE 144.10
VOLUME 7359
52-Week high 211.90
52-Week low 111.00
P/E 17.69
Mkt Cap.(Rs cr) 2661.13
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ashoka Buildcon Ltd. (ASHOKA) - Director Report

Company director report

Dear Members

Ashoka Buildcon Limited

Your Directors have pleasure in presenting the 23rd Annual Report of your Company forthe year ended March 31 2016.

Financial Results

The financial performance of your Company for the year ended March 31 2016 issummarized below :

(Rs. In Lacs)
Particulars

Standalone

Consolidated

2015 -2016 2014 -2015 2015 -2016 2014 -2015
Total Receipts / Gross Sales and Operating Income 202457.87 202512.55 268129.22 234874.59
Gross Profit Before Depreciation and Tax 29813.99 24919.37 36247.05 23088.48
Depreciation 6484.53 5534.92 24914.11 15267.99
Profit Before Tax 23329.46 19384.45 5630.95 7820.49
Provision for Taxation 6443.48 5166.85 9733.15 7955.48
Profit after tax 15940.59 14217.60 5845.44 8148.28
Dividend 2807.29 2420.85 2807.29 2420.85
Balance carried to Balance sheet 15940.59 14217.60 5845.44 8148.28
Earnings per Equity Share (EPS) Basic (face value Rs. 5/- each) 8.60 8.98 3.15 5.15
Diluted (face value Rs. 5/- each) 8.52 8.96 3.12 5.14

Operations

a. During the year 2015-2016 the Company has been awarded its First internationalProject in Maldives by Housing Development Corporation Republic of Maldives viz.Development of Road Network for Hulhumale’ Phase 2 Stage 1 at a Project Cost of USD38.11 Million.

b. The Company has received Letters of Award (LoAs) for the following Projects inIndia:

Name of the Project Authority / Concessionaire Project Cost (Rs. In Crore)
Development of Six-Lane Eastern Peripheral Expressway in the states of Haryana and Uttar Pradesh Package-IV on Engineering Procurement and Construction (EPC) Mode National Highways Authority of India 789.00
Construction of NH-4B of JNPT Phase - II (Package - IV) on Engineering Procurement and Construction (EPC) Mode Mumbai-JNPT Port Road Limited a SPV of National Highways Authority of India 414.00
Development of 4-lane Islampur Bypass on NH-31 in the State of West Bengal under NHDP Phase-II on Engineering Procurement and Construction (EPC) Mode National Highways Authority of India 277.00
2 laning of Pasighat - Mariyang - Yingkiang (NH - 513) from Singer river to Sijon River in Arunachal Pradesh under Arunachal Pradesh Package of SARDP-NE on Engineering Procurement and Construction (EPC) Mode National Highways & Infrastructure Development Corporation Limited 179.82
2 laning with paved shoulder of NH - 52 from Pasighat to Bomjur road including realignment in Arunachal Pradesh Package of SARDP-NE on Engineering Procurement and Construction (EPC) Mode National Highways & Infrastructure Development Corporation Limited 155.81
WCP 1 : Design Build Finance Operate Maintain and Transfer (DBFOMT) of Existing State Highway Bagewadi (NH-4)-Bailhongal Saundatti in the State of Karnataka on DBFOMT Annuity Basis Karnataka Road Development Corporation Limited 235.00

 

Name of the Project Authority / Concessionaire Project Cost (Rs. In Crore)
WCP 7 Design Build Finance Operate Maintain and Transfer (DBFOMT) of Existing State Highway Hungund - Muddebihal - Talikot in the State of Karnataka on DBFOMT Annuity Basis Karnataka Road Development Corporation Limited 205.00
Upgradation of Road from Badami Bypass Junction to Pattadakallu in link 21E and Pattadakallu to Kamatagi link 21F including additional length for Badami bypass in link 21E Karnataka State Highways Improvement Project (KSHIP) (Public Works Ports & Inland Water Transport Dept.) 110.89
Construction rehabilitation and two laning with paved shoulders of: a. Govindpur - Tundi - Giridih Road; b. Dumka - Hansidha Road in the State of Jharkhand State Highways Authority of Jharkhand 401.59

Company has in the year under review picked up road related orders to the tune of Rs.2800 Crore out of which certain projects could not start construction due to site handoverissues from the Employer which the Company expects to be sorted out shortly in the currentyear. Otherwise the good progress was achieved on the other Roads and especially better inthe Power Projects during the financial year. The Company is confident of completing thebalance construction works as per schedule.

Awards and Recognitions received by the Company during the year :

Awarded by Name of the Award/Recognition
Construction World Award India’s 3rd Fastest growing Construction Company
D& B Infra Awards - Infra Company Performance award in Construction & Infrastructure Sector
World Quality Congress Award Outstanding contribution for carbon reduction in construction industry

Capital Expenditure

As at March 31 2016 the Gross Fixed Assets & Intangible Assets stood at Rs.13793.80 Crore and net fixed assets & net intangible assets at Rs. 12928.62 Crore(including Rs. 7446.14 Crore of NHAI premium payable). Additions during year amounted toRs. 462.86 Crore.

Future Outlook

We at Ashoka Buildcon Limited are bullish on the long-term growth opportunities thatthe sector offers. We believe we are well positioned to capitalize on these opportunitieson the back of our execution capabilities track record and robust balance sheet.

The Company with its competence to design and execute EPC Projects would focus on BOTand EPC projects in Roads and Highways sector. Your Company is also looking at other infraspaces like Railways Mining and Gas Distribution infrastructure development.

Share Capital

The paid-up Equity Share capital of the Company as at March 31 2016 stood at Rs. 93.57Crore. During the year under review the Company had allotted 80777 equity shares of Rs.5/- each to eligible employees under Employee Stock Option Scheme. Further the Company hadissued 28441411 Equity Shares of Rs. 5/- each under Qualified Institutional Placements @premium of Rs.170.80 per share.

During the year under review the Company has not issued any shares with differentialvoting rights.

Audit Committee

The Audit Committee of the Board of Directors of the Company is duly constituted inaccordance with the provisions of Sections 177 (8) of the Companies Act 2013 read withRule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules 2013 andRegulation 18 of SEBI (LODR) Regulations 2015 which consists of the following Members;

Sr. No Name Designation
1 Mr. Gyan Chand Daga Chairman (Independent Director)
2 Mr. Michael Pinto Member (Independent Director)
3 Mr. Sharad Abhyankar Member (Independent Director)
4 Mr. Satish Parakh Member (Executive Director)

All the recommendations of the Audit Committee during the year were accepted by theBoard of Directors of the Company. For further details please refer the CorporateGovernance Report forming part of the Annual Report.

Vigil Mechanism:

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy incompliance with the provisions of Section 177 (9) and (10) of the Companies Act 2013 andRegulation 22 of the SEBI (LODR) Regulations 2015. The policy has been annexed to thisreport as Annexure VIII. The policy provides for a framework and process whereby concernscan be raised by its Employees/ Directors or any other person against any kind ofdiscrimination harassment victimization or any other unfair practice being adoptedagainst them. More details on the vigil mechanism and the Whistle Blower Policy of yourCompany have been outlined in the Corporate Governance Report which forms part of thisreport. The Whistle Blower Policy of the Company is placed on Company’s website www.ashokabuildcon.com.

Subsidiaries

In accordance with Section 129 (3) of the Companies Act 2013 and Accounting Standard(AS) 21 the Company has prepared the Consolidated Financial Statements of the Company andall its subsidiaries which forms part of this Annual Report.

The salient features of financial statements of Subsidiary / Associates / JointVentures as per the Companies Act 2013 are given in prescribed form AOC-1 as Annexure Ito the Boards’ Report.

During the year under review the following subsidiaries have been incorporated aswholly owned subsidiaries viz.:

i. Ashoka Bagewadi Saundatti Road Limited;

ii. Ashoka Hungund Talikot Road Limited;

iii. Ashoka Highways Research Centre Private Limited; and

iv. Unison Enviro Private Limited

During the year under review Ashoka Path Nirman (Nasik) Pvt. Limited has been acquiredas wholly owned subsidiary.

The Company’s subsidiary companies viz. Ashoka Concessions Limited (in whichCompany holds 66% Equity) and Viva Highways Limited (a wholly owned subsidiary) hold inaggregate 48% of paid-up share capital of Jaora-Nayagaon Toll Road Company Private Limited(JTCL). Ashoka Concessions Limited increased its equity holding from 23% to 37.74% andViva Highways Limited acquired 10.26% stake in JTCL.

Dividend

During the financial year your Company declared and paid two Interim Dividends of Re.0.70 (Paise Seventy only) and Re. 0.80 (Paise Eighty only) per equity share of the facevalue of Rs. 5/- in the month of February 2016 and March 2016 respectively. The totaloutflow on account of dividend during the year was Rs. 28.07 Crore.

Transfer to Reserves

Your Company has transferred Rs. 2.81 Crore to the general reserve during the year.

Public Deposits

During the financial year 2015-16 your Company had not accepted any deposits withinthe meaning of the provisions of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.

Disclosure relating to remuneration of Directors Key Managerial Personnel andparticulars of employees

In accordance with Section 178 and other applicable provisions of the Companies Act2013 read with the Rule 6 of the Companies (Meeting of Boards and its Powers) Rules 2014issued thereunder and Regulation 19 of the SEBI (LODR) Regulations 2015 the Board ofDirectors at their meeting held on 30th September 2014 formulated the Nomination andRemuneration Policy of your Company on the recommendations of the Nomination andRemuneration Committee. The salient aspects covered in the Nomination and RemunerationPolicy covering the policy on appointment and remuneration of Directors and other mattershave been outlined in the Corporate Governance Report which forms part of this Report.

The Managing Director and Whole-time Directors of your Company do not receiveremuneration from any of the subsidiaries of your Company. The information required underSection 197 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of Directors/employees ofyour Company is set out in Annexure VII to this Report and is also available on thewebsite of your Company.

Directors and Key Managerial Personnel

In compliance with the provisions of Sections 149 152 Schedule IV and otherapplicable provisions of the Companies Act 2013 read with the Companies (Appointment andQualification of Directors) Rules 2014 Mr. Michael Pinto Mr. Sharadchandra AbhyankarMr. Albert Tauro and Mr. Gyan Chand Daga have been appointed as Independent Directors onthe Board of Directors of your Company to hold office up to five (5) consecutive years upto March 31 2019 and Ms. Sunanda Dandekar to hold office up to March 30 2020.

Mr. Sanjay Londhe Whole-time Director is liable to retire by rotation at the ensuingAGM pursuant to the provisions of the Companies Act 2013 read with the Companies(Appointment and Qualification of Directors) Rules 2014 and the Articles of Associationof the Company and being eligible has offered himself for re-appointment. The briefresume of Mr. Sanjay Londhe and other information under Regulation 36 of the SEBI (LODR)2015 with respect to the Director seeking reappointment has" been provided in theNotice convening 23rd AGM. Your Directors recommend his re-appointment.

Mr. Satish Parakh Managing Director Mr. Paresh Mehta Chief Financial Officer and Mr.Manoj Kulkarni Company Secretary are the Key Managerial Personnel of your Company inaccordance with the provisions of sections 2(51) and 203 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

None of the Key Managerial Personnel has resigned during the year under review.

In accordance with the Section 149(7) of the Act each Independent Director has given awritten declaration to the Company at the time of their appointment and at the firstmeeting of the Board of Directors in every financial year confirming that he/she meets thecriteria of independence as mentioned under Section 149(6) of the Companies Act 2013 andRegulation 16(1) (b) of the SEBI (LODR) Regulations 2015.

Annual evaluation of Board’s performance

In terms of the provisions of the Companies Act 2013 read with Rules issued thereunderand the SEBI (LODR) Regulations 2015 the Board of Directors has carried out the annualperformance evaluation of the entire Board Committees and all the Directors based on thecriteria laid down by the Nomination and Remuneration Committee. The criteria forevaluation of the Board performance has been mentioned in the Corporate Governance Report.

Number of meetings of the Board

The details of the number of Board meetings of your Company are set out in theCorporate Governance Report which forms part of this Report.

In terms of requirements of Schedule IV of the Companies Act 2013 a separate meetingof Independent Directors was also held on February 15 2016 to review the performance ofNon-independent Directors (including the Chairperson) the entire Board and qualityquantity and timelines of the flow of information between the Management and the Board.

Directors’ Responsibility Statement

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement pursuant to Section 134 (3)(c) of the Companies Act 2013 and confirm that :

(a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same:

(b) the Directors have approved the accounting policies and the same have been appliedconsistently and have made judgment and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2016 andof the profit of the Company for the year ended on that date;

(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a ‘going concern’ basis;

(e) proper internal financial controls are followed by the Company and that suchfinancial controls are adequate and are operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws arein place and such systems are adequate and operating effectively.

Auditors and Auditors’ Report

Statutory Auditors

Pursuant to the provisions of Section 139 of Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 M/s. M. P. Chitale & Co. Chartered AccountantsMumbai Statutory Auditors (Firm Registration No. 101851W) hold office till the conclusionof the Annual General Meeting for the Financial Year 2016-17 and the Company has receivedwritten consent and a certificate stating that they satisfy the criteria provided underSection 141 of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules2014 and that the appointment if ratified shall be in accordance with the applicableprovisions of the Companies Act 2013 and rules issued thereunder. As required underClause 33 (1) (d) of the SEBI (LODR) Regulations 2015 M/s. M. P. Chitale & Co.Chartered Accountants Mumbai have also confirmed that they hold a valid certificateissued by the Peer Review Board of ICAI.

The Auditors’ Reports on Standalone (SFS) and Consolidated Financial Statements(CFS) for the financial year 2015-16 do not contain any qualification reservation oradverse remark.

However there is an emphasis of matter at Sr. No. 5 of the Auditors’ Report on SFS& CFS and an observation by the statutory auditors in Annexure to the Auditors’Report on SFS which are as follows.

Sr. No. 5 of the Audit Report - Emphasis of Matter

Auditors invite attention to Note 27(XIII) of the financial results regarding theprovision made against / write offs of the exposure of the Company in one of itsassociates PNG Tollway Limited due to the termination of the service concession agreementwith NHAI by the associate company. Our opinion is not modified in respect of thesematters.

Reply : PNG Tollway Limited ( PNG) has terminated the service concession agreementafter giving notice to NHAI in accordance with the termination clauses of the serviceconcession agreement and claimed compensation from NHAI. The Company based on its legalevaluation has assessed the probable amount of claims to be received from NHAI by PNG andPNG’s obligation towards its lenders and other creditors. On the basis of the saidevaluation the management has also assessed the recoverability of its investments in PNGin the form of equity and preference share capital loans granted to PNG and interestreceivable thereon. Accordingly the Management has recognised provisions/write off in thestatement of profit and loss and disclosed as an "Exceptional Item" and hadaccordingly charged off complete value of investment / advances given to PNG.

Sr. No. vii) (a) as per Annexure to the Auditors’ Report :

According to the information and explanations given to us and the records of theCompany examined by us in our opinion the Company has been generally regular indepositing undisputed statutory dues including investor education and protection fundprovident fund employees state insurance income tax Value Added Tax (VAT) sales taxcustom duty excise duty value added tax cess and other material statutory dues asapplicable with the appropriate authorities except that there have been certain delaysin payments in case of Income Tax Deducted at Source VAT sales tax works contract taxand profession tax in certain cases. There are no statutory dues that are outstanding asof March 31 2016 for a period of more than six months.

Reply: There have been few cases of delay in payment of Taxes due to logistics andunavoidable challenges and subsequently the Company has made the payments and the Companywill ensure that the same are paid in time in future.

Cost Auditors

The Board of Directors had appointed M/s CY & Associates Cost Accountants as theCost Auditors of your Company for the financial year 2015-16 to conduct the audit of costrecords of your Company for its Construction segment.

As per Section 148 and other applicable provisions of the Companies Act 2013 read withCompanies (Audit and Auditors) Rules 2014 the Board of Directors of your Companyappointed M/s. CY & Associates Cost Accountants (Firm Registration No. 000334) asthe Cost Auditor for the financial year 201617 on the recommendations made by the AuditCommittee. The remuneration proposed to be paid to the Cost Auditor subject to theratification by the members at the ensuing AGM would be not exceeding Rs. 515000(Rupees Five Lacs and Fifteen Thousand only) excluding taxes and out of pocket expenses.

Your Company has received consent from M/s. CY & Associates Cost Accountants toact as the Cost Auditors of your Company for the financial year 2016-17 along with acertificate confirming their independence. As required under the Companies Act 2013 aresolution seeking members’ approval for the ratification of the remuneration payableto the Cost Auditors forms part of the Notice convening the Annual General Meeting fortheir ratification.

There are no qualification(s) reservation(s) or adverse remark(s) in the Cost AuditReport for the financial year ended March 31 2016.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed M/s. S. Anantha & Co. Practising Company Secretary to conduct theSecretarial Audit of your Company. The Secretarial Audit Report is annexed herewith asAnnexure - IV to this Report.

Necessary explanation to the observations made in the Secretarial Audit Report is asgiven below:

a) Non-Filing of E-Form-MGT 10 i.e. Return to be filed with Ministry of CorporateAffairs whenever there is an increase or decrease of two per cent or more in theshareholding of the Promoters and top ten shareholders within 15 days of such change bythe Company:

Reply: The Company is required to file e-form MGT-10 in case of any change ofincrease / decrease of shareholding of the Promoters and the top ten shareholders. Duringthe year there was no change in the shareholding of the promoters and the change if anyin the shareholding of the top ten shareholders is less than 2% of the total paid-up sharecapital of the Company.

Internal Auditors

M/s. Patil Hiran Jajoo Chartered Accountants are internal Auditors of the Company andtheir reports are reviewed by the Audit Committee from time to time.

Familiarisation Programme for Independent Directors

Pursuant to the requirement of Regulation 25 (7) of the SEBI (LODR) Regulations 2015the Company needs to formally arrange Induction or Familiarization Programme forIndependent Directors to familiarize them with their role rights and responsibility asDirectors the working of the Company nature of the industry in which the Companyoperates business model etc. The details are mentioned in the Report on CorporateGovernance which is a part of this annual report.

Related party transactions

During the financial year 2015-16 your Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read with theCompanies (Specification of Definitions Details) Rules 2014 which were in the ordinarycourse of business and on arm’s length basis and in accordance with the provisions ofthe Companies Act 2013 Rules issued thereunder and Regulation 23 of the SEBI (LODR)Regulations 2015. During the financial year 2015-16 the Company did not enter intomaterially significant transactions with Promoters Key Managerial Personnel or otherrelated parties.

The details of the related party transactions as required under AS - 18 are set out inNote 27 (II) to the standalone financial statements forming part of this Annual Report.

The Form AOC- 2 pursuant to Section 134 (3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 in respect of disclosure of contracts /arrangements with related parties under section 188 is set out as Annexure II to thisReport.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany’s website at www. ashokabuildcon.com.

Particulars of loans given investments made guarantee given and securities providedunder section 186 of the Companies Act 2013

The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are asfollows:

A. Details of investments made by the Company in equity/preference shares andcompulsorily convertible debentures as on March 31 2016 (including investments made inthe previous years) are mentioned in Note 11 to the standalone financial statements.

B. Details of loans given by the Company to its Subsidiaries Associates as on March31 2016 are mentioned in Note 27 to the standalone financial statements.

C. Details of guarantees issued by the Company are as follows :

(Rs. in Lacs)
Name of entity Amount as at March 31 2016
Ashoka Highways (Bhandara) Limited 31914.00
Ashoka Belgaum Dharwad Tollway Limited 3000.00
GVR Ashoka Chennai ORR Limited 82840.72
Ashoka GVR Mudhol Nipani Roads Limited 14199.00
Total 131953.72

Risk Management

Your Company recognizes that risk is an integral part of business and is committed tomanage the risk in a proactive and efficient manner. Your Company has Risk ManagementPolicy in place. The Policy provides for a risk management framework to identify andassess risk such as operational strategic resources security industry regulatory& compliance and other risk and put in place an adequate risk managementinfrastructure capable of addressing these risks. The Board periodically reviews the riskif any and ensures to take steps for its mitigation.

Extract of Annual Return

The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management andAdministration) Rules 2014 are set out herewith as Annexure V to thisReport.

Corporate Social Responsibility

The Company continues to believe in operating and growing its business in a sociallyresponsible way. This belief forms the core of the CSR policy of the Company that drivesit to focus on holistic development of its host community and immediate social andenvironmental surroundings qualitatively. Hence in accordance with the requirements ofSection 135 of the Companies Act 2013 your Company has constituted a Corporate SocialResponsibility Committee ("CSR Committee"). The composition and terms ofreference of the CSR Committee are provided in Corporate Governance Report. The Companyhas framed Corporate Social Responsibility policy which is available atwww.ashokabuildcon.com. Annual Report on CSR activities as required under the Companies(Corporate Social Responsibility Policy) Rules 2014 has been appended as Annexure VI tothis report.

Policy on prevention of sexual harassment

The Company has in place Anti Sexual Harassment Policy in line with the requirements ofThe Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress the complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.

Your Directors state that during the year under review no cases have been reportedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

Disclosure under section 134 (3) (l) of the Companies Act 2013

Except as disclosed elsewhere in this report there have been no material changes andcommitments which can affect the financial position of the Company between the end of thefinancial year of the Company and date of this report.

Conservation of energy technology absorption foreign exchange earnings and outgo.

The information on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo as stipulated under section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is as follows :

(A) Conservation of energy

The Company does not have any manufacturing facility the other particulars required tobe provided in terms of Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 are not applicable.

Nevertheless during the period the Company continued its endeavor to conserve energythrough various modes. Energy conservation continues to be a focus area for the Company.Energy conservation measures are meticulously followed and conform to the higheststandards.

(B) Technology Absorption

Specific Areas in which R & D has been carried out by the company

No R & D activities carried out during the financial year 2015-16.

Expenditure on Research & Development: - No Expenditure incurred on R & D

Technology Absorption Adoption and Innovation Efforts made Benefits derived Importof Technology:

Not Applicable

(C) Details Of Foreign Exchange Earnings And Expenses

i) The earnings in foreign currency amounted to Rs. 663.33 Lacs during the year.

ii) Details of expenses in foreign exchange are as under:

Particulars Amt. (Rs. In Lacs)
Raw Materials 14.33
Foreign Travel Expenses 12.35
Consultancy Fees 6.71

Details on Internal Financial Controls

The Company has in place adequate internal financial controls with reference tofinancial statements some of which are outlined below.

Your Company has adopted accounting policies which are in line with the AccountingStandards prescribed in the Companies (Accounting Standards) Rules 2006 that continue toapply under Section 133 and other applicable provisions of the Companies Act 2013 readwith Rule 7 of the Companies (Accounts) Rules 2014 to the extent applicable. These are inaccordance with generally accepted accounting principles in India. Changes in policies ifany are approved by the Audit Committee in consultation with the Auditors.

The policies to ensure uniform accounting treatment are prescribed to the subsidiariesof your Company. The accounts of the subsidiary companies are audited and certified bytheir respective Auditors for consolidation.

Your Company operates in a Tally ERP system and has many of its accounting recordsstored in an electronic form and backed up periodically.

The Management periodically reviews the financial performance of your Company againstthe approved plans across various parameters and takes necessary action wherevernecessary. Internal Auditors have been appointed who report on quarterly basis on theprocesses and system of accounting of the Company. The observations if any of theInternal Auditors are resolved to their satisfaction and are implemented across all thesites. During the year the internal financial controls were reviewed and tested by areputed firm of Chartered Accountants who report on quarterly basis on the process andsystems of accounting of the Company. The main thrust of internal audit is to test andreview controls appraisal of risks and business processes besides benchmarking controlswith best practices in the industry.

Particulars of Employees

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197 (12) of the Companies Act 2013 read with the Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isappended as Annexure III to the Board’s Report.

A Statement containing the names of every employee employed throughout the financialyear and in receipt of remuneration of Rs. 60 Lacs or more or employed for part of theyear and in receipt of remuneration of Rs. 5 Lacs or more per month under Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isenclosed as Annexure III to the Board’s Report.

Corporate Governance

The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations2015 forms an integral part of this report and the requisite Certificate duly signed bythe practicing Company Secretary confirming compliance with the conditions of CorporateGovernance is attached to the report.

Employee Stock Option Scheme (ESOP)

The Nomination and Remuneration Committee of the Board of Directors of the Companyinter alia administers and monitors the Employees’ Stock Option Scheme of theCompany in accordance with the applicable SEBI Guidelines. The applicable disclosures asstipulated under the SEBI Guidelines as on March 31 2016 with regard to the ESOP Schemeare provided in Annexure IX to this Report. The Company had received InPrinciple Approvalfor ESOP Scheme 2007 from BSE Limited and National Stock Exchange of India Limited.

The issue of equity shares pursuant to exercise of options does not affect theStatement of Profit and Loss of the Company as the exercise is made at the pre-determinedexercise price plus taxes as applicable. No employee has been issued share options duringthe year equal to or exceeding 1% of the issued capital of the Company. No fresh optionshave been granted during the financial year.

The Company has received a certificate from the Auditors of the Company that the Schemehas been implemented in accordance with the SEBI Guidelines and the resolution passed bythe members. The certificate would be placed at the Annual General Meeting for inspectionby members. Voting rights on the shares issued to employees under the ESOP are eitherexercised by them directly or through their appointed proxy.

Please note that the said ESOP Scheme has been concluded as per the Scheme documents inDecember 2015. 24513 Options have been lapsed since the employees have not exercised thesaid options in a given period. The Company has issued and allotted 80777 Equity Sharesunder ESOP Scheme during the financial year 2015-16.

Details of the shares issued under Employee Stock Option Plan (ESOP) as also thedisclosures in compliance with Section 62 of the Companies Act 2013 and Rule 12 of theCompanies (Share Capital and Debentures) Rules 2014 and SEBI (Share Based EmployeeBenefits) Regulations 2014 and SEBI (Employees Stock Option Scheme and Employees StockPurchase Scheme) Guidelines 1999 are set out in the Annexure IX to this Report.

General

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

• Details relating to deposits covered under Chapter V of the Act.

• Issue of equity shares with differential rights as to dividend voting orotherwise.

• Issue of shares (including sweat equity shares) to employees of the Companyunder any scheme save and except ESOP referred to in this Report.

• Receipt of any remuneration or commission by the Managing Director theWhole-time Directors of the Company from any of its subsidiaries.

• No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company’s operations in future.

• No fraud has been reported by the Auditors to the Audit Committee or the Board.

• The Company does not have any scheme of provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees.

Acknowledgement

Your Directors take this opportunity to thank the Shareholders Ministry of RoadSurface Transport & Highways National Highway Authority of India State and CentralGovernments State Public Works Departments Road Development Corporations of the variousStates Power Distribution Corporations of various States where we have operations andother Government Agencies for their support and guidance. Your Directors also thankMinistry of Corporate Affairs BSE Limited National Stock Exchange of India LimitedFinancial Institutions & Banks Contractors vendors and business associates fortheir continued support during the year and look forward for their support.

Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year which has resulted in the consistent growth of the Company.

For and on behalf of the Board
(ASHOK M. KATARIYA)
Date : 20.05.2016 Chairman
Place : Mumbai (DIN: 00112240)

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