BIGBLOC CONSTRUCTION LIMITED
Your Directors have pleasure in presenting the 01st Annual Report together with theAudited Financial Statements for the year ended 31st March 2016.
1. FINANCIAL RESULT AND PERFORMANCE : (Rs. In Lakhs)
|PARTICULARS ||Year Ended |
| ||31/03/2016 |
|Sales ||6035.48 |
|Other income ||9.58 |
|Profit Before Interest & Depreciation ||649.67 |
|(-)Finance Cost ||351.44 |
|(-) Depreciation ||228.06 |
|Profit before tax & Exceptional items ||70.17 |
|(+)Exceptional Items ||- |
|Profit Before Tax ||70.17 |
|(-) Tax Expense ||23.52 |
|Profit for the year after tax ||46.65 |
The basic and diluted earnings per share (EPS) computed in accordance with theAccounting Standard- was Rs. 0.33 per share.
As per the terms of the Scheme the AAC Block Division of Mohit Industries Limited(MIL) comprising of AAC Blocks manufacturing facility located at Umargaon District:Valsad Gujarat have been demerged and vested with the Company.With effect from appointeddate i.e. 01st April 2015 all the assets and liabilities of AAC BlockDivision of the Mohit Industries Ltd. becomes assets & liabilities of BigblocConstruction Limited ("BCL). The Company was incorporated on 17th June 2015and Since this is the first financial year of the Company after its incorporation thecomparative figures of the previous year are not applicable.
Your Directors are pleased to recommend a dividend of 2% i.e. Rs. 0.20/- per equityshare on face value of Rs. 10 each aggregating to 28.32 Lakhs.
3. TRANSFER TO RESERVES
The Board considering the Companys performance and financial position for theyear under review has not transfer any amount to Reserves.
4. SHARE CAPITAL
The Paid up equity share capital as on March 31 2016 was Rs. 7.00 Lakhs. During theyear under review the Company has neither issued any shares/convertible warrant nor hasgranted any stock options and nor sweat equity. However the Company has allotted1415757 equity shares of Rs. 10 each being fully paid up to the shareholder of MohitIndustries Ltd. in accordance with the Scheme of Demerger on 30th April 2016 i.e. afterthe close of the financial year 2015-16. Thus Share Capital of the Company of Rs.700000/- has not stood cancelled as on 31st March 2016. Hence as on 31st March 2016the reported share capital of the company is Rs. 700000/- (as the same stood cancelledon 30th April 2016). While the share capital and securities premium to be allotted toshareholders of MIL as per the Scheme has been reflected in the Balance Sheet as on31.03.2016 as "Share Capital & Premium Pending Allotment". After allotmentof Shares to shareholders of MIL the effect in Shareholders Fund shall be asfollows: -
|Particulars ||Amount in Rs. |
|Share Capital (Issued on 30.04.2016) ||141575750 |
|Securities Premium ||58767000 |
| ||200342750 |
|Less : Share Capital Cancelled on 30.04.2016 ||700000 |
| ||199642750 |
This net amount of Rs. 199642750/- is reflected in "Share Capital & PremiumPending Allotment" as on 31st March 2016.
5. DEMERGEROF AAC BLOCK DIVISION OF MOHIT INDUSTRIES LTD INTO BIGBLOCCONSTRUCTION LTD
The Honble high court of Gujarat has vide its order dated 22nd February 2016sanctioned the Scheme of Arrangement and Demerger between Mohit Industries Limited("Demerged company) and Bigbloc Construction Limited ("Resultingcompany) and their respective Shareholders and Creditors under Section 391 to 394 ofthe Companies Act 1956. With effect from appointed date i.e. 01st April 2015 all theassets and liabilities of AAC Block Division of the Mohit Industries Ltd. (MIL) becomesassets & liabilities of Bigbloc Construction Limited ("BCL"). InConsideration of vesting of AAC Block division of the MIL to the Company as per terms ofthe Scheme each shareholder of MIL in respect of each share held in the Mohit IndustriesLimited (MIL) has been allotted one share each of the Company of face value of Rs. 10/-each as fully paid up on 30th April 2016.
6. BUSINESS DEVELOPMENT & EXPANSION
Your Company has Autoclaved Aerated Concrete (AAC) blocks manufacturing unit ofcapacity 300000 m3/annum in Umargaon Gujarat. Your Companys AAC Blocks aremarketing in Brand Name of "NXTBLOC". The market Characteristic shows the demandfor AAC Blocks as green product increase due to its various advantages like naturallightweight earthquake and fire resistance attracts more customers in future. AeratedAutoclaved Concrete (AAC) blocks are a high quality building material that offers a uniquecombination of strength low weight thermal insulation sound absorption unsurpassedfire resistance and unprecedented build ability. AAC is a natural and non-toxicconstruction material saves energy and is friendly to your environment.
Your Company is marketing its products in the region of Mumbai Navi Mumbai ThanePune Nashik Valsad and Vapi regions. Your Company has got reputed clients like LodhaHDIL (Housing Development and Infrastructure Limited) Regency Nirman Mahindra Larsen& Toubro Shapoorji Pallonji and many other big construction companies of Maharashtra.
The Union Budget 2016-17 has allocated Rs. 2.21 lakh crore for infrastructure sector.The one good news is the pace with which projects are being sanctioned for theconstruction of highways. Thus in the Budget roads have been earmarked ` 97000 crorewith a plan to award 10000 kilometres of new road projects in 2016-17 including ` 19000crore for rural roads. Targeted focus on affordable housing with tax exemptions fordevelopers and individuals will auger well for the sector. Also the general budget 2016-17earmarked an amount of Rs. 3205 crores for the development of 100 smart cities across thecountry by 2020 while nearly Rs. 4091 crores for Atal Mission for Rejuvenation and UrbanTransformation (AMRUT).
Considering the favourable Union Budget 2016-17 we can anticipate that AAC Blocksdemand will see a sharp rise eventually benefitting the Company.
7. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
The Company has no subsidiary or Associate or Joint-Venture company as on March 312016. Thus Form AOC-1 is not applicable to your Company as on 31st March 2016.
8. CORPORATE GOVERNANCE &MANAGEMENT DISCUSSION & ANALYSIS REPORT
Corporate Governance Report and Management Discussion and Analysis Report forms part ofthis Annual Report.
9. FIXED DEPOSITS
During the year under review the company has not accepted any deposits within themeaning of section 73 of the Companies Act 2013 and the rules made there under.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompanys Articles of Association Mr. Narayan Saboo Director (DIN: 00223324) willretire by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment. The designation of Mr. Naresh Saboo was changed from Directorto Managing Director w.e.f 11/04/2016. Mr. Rashesh Shah Mr. Dishant Jariwala and Ms.Payal Loya was elected as Independent Director of the Company and Mr. Mohit Saboo wasappointed as Director and CFO of the Company w.e.f 11th April 2016. Mr. Manish Saboo hasresigned from Director of the Company w.e.f 11/04/2016.
11. DECLARATION FROM INDEPENDENT DIRECTORS
The Independent Directors have submitted their declaration to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013read with rules framed thereunder.
12. BOARD EVALUATION
Since the Company was unlisted as on 31st March 2016 Board evaluation for thefinancial year ending 31st March 2016 was not applicable to your Company. Howeverpursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board of Directors has approved thecriteria for performance evaluation of all Directors the Committees of the Directors andBoard as a whole on the recommendation of the Nomination and Remuneration Committee ofthe Company.
13. NUMBER OF MEETINGS HELD
The Board met Seven times during the financial year ended 31st March 2016 the detailsof which are given in the Corporate Governance Report that forms part of this AnnualReport. The intervening gap between any two meetings was within the period prescribed bythe Companies Act 2013 and the Listing Regulations.
14. DIRECTORS APPOINTMENT AND REMUNERATION POLICY
Pursuant to the provisions of Section 178 of the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors has approved the (i) Policies for nomination and selection of
Independent Directors and Non-Executive Non-Independent Directors and (ii) RemunerationPolicy on the Recommendation of the Nomination and Remuneration Committee of theCompany.The Companys Nomination and Remuneration Policy for Directors KeyManagerial Personnel and other employees is available on Companys websitewww.bigblocconstruction.com.
15. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the Company has adopted a Vigil Mechanism/Whistle Blower Policy. This policy can be accessed on the Companys website atwww.bigblocconstruction.com.
16. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has also devised a Policy on familiarization Programme for IndependentDirectors which aims to familiarize the Independent Directors with the Company nature ofthe industry in which the Company operates business operations of the Company etc. Thedetails of such program are available on the Companys website atwww.bigblocconstruction.com
17. COMPOSITION OF KEY MANAGERIAL PERSONNEL
The Board of Directors appointed Mr. Mohit Saboo as the Chief Financial Officer and Mr.Sumit Nirmal Das as the Company Secretary and compliance officer of the Company at itsmeeting held on 11th April 2016. The designation of Mr. Naresh Saboo has been changedfrom Director to Managing Director of the Company at the Extraordinary General Meetingheld on 11th April 2016.
18. AUDIT COMMITTEE
The Audit Committee comprises of the following three Directors out of which two areIndependent Directors:
|Sr. No. ||Name ||Status |
|1. ||Mr. Dishant Jariwala ||Chairman |
|2. ||Mr. Rashesh Shah ||Member |
|3. ||Mr. Naresh Saboo ||Member |
The above Committee was constituted on 11th April 2016 hence no meetings were heldduring the financial year 2015-16.
19. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed that:
a) in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied themconsistently and made judgments 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 31st March 2016and of the profit of the Company for year ended on that date;
c) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors have prepared the annual accounts on a going concern basis; and
e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;
f) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
20. STATUTORY AUDITORS
The Statutory Auditors of the Company M/s. R.K.M & Co. Chartered AccountantSurat (Firm Registration Number. 108553W) was appointed by the Board of Directors at theFirst board meeting of the Company up to the conclusion of the ensuing Annual GeneralMeeting and being eligible; offer them for appointment as Statutory Auditor for fouryears beginning from financial year 2016-17 up to financial 2019-20 subject toratification at every Annual General Meeting. The Company has received a certificate fromthe auditors to the effect that their re-appointment if made would be in accordance withthe provisions of section 139 and 141 of the Companies Act 2013. The Directors recommendthe appointment of M/s. R.K.M & Co. as Statutory Auditors of the Company.
AUDITORS REPORT :
The Notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report doesnot contain any qualification reservation or adverse mark.
21. SECRETARIAL AUDIT
The Secretarial Audit Report was not applicable for the financial year 2015-16 sinceour Company was unlisted as on 31st March 2016.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE
Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013form part of the notes to the
23. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All transactions entered with Related Parties for the year under review were onarms length basis and in the ordinary course of business and that the provisions ofSection 188 of the Companies Act 2013 and the Rules made thereunder are not attracted.Thus disclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is notrequired. Further there are no material related party transactions during the year underreview with the Promoters Directors or Key Managerial Personnel. The policy onmateriality of Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company.
24. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY
The company has laid down procedures to inform board members about the risk assessmentand minimization procedures. These procedures are periodically reviewed to ensure thatexecutive management controls risk through means of properly defined framework. Thecompany has also devised a Risk Management Policy for identification of elements of risksand procedures for reporting the same to the Board.
25. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport.
26. STOCK EXCHANGES WHERE THE SHARES ARE PROPOSED TO BE LISTED
The Company is in the process of getting its shares listed on BSE and NSE.
27. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. The Companys internal control system is commensurate with itssize scale and complexities of its operations. During the year such controls were testedand no reportable material weaknesses in the design or operation were observed.
The Companys building plant and machineries Stocks and other propertieswherever necessary and to the extent required have been adequately insured.
29. EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as Annexure- 1 to the DirectorsReport.
30. REMUNERATION AND PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are not required since the Company isan unlisted company as on date of signing of this boards report. Also there is noemployee receiving remuneration of Rs. 60 lakhs or more in a year or employed for part ofthe year and in receipt of Rs. 5 lakh or more a month there is no information requires tobe given under Rule 5(2) of the Companies (appointment and Remuneration of ManagerialPersonnel) Rues 2014.
31. INDUSTRIAL RELATIONS
The Company maintained healthy cordial and harmonious industrial relations at alllevels.
32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
As required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 oftheCompanies (Accounts) Rules2014 the particulars relating to conservation of energytechnology absorption and foreign exchange earnings andoutgo is appended as Annexure- 2to the Directors Report.
33. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND
REDRESSAL) ACT 2013
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013
34. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review there are not any significant and material orders passedby the Regulators or Courts to the Company.
The Board of Directors wishes to place on record its appreciation for the commitmentdedication and hard work done by the employees in the Company and the cooperation extendedby Banks Government authorities customers and shareholders of the Company and looksforward to a continued mutual support and co-operation.
| ||For and on behalf of the Board of Directors |
| ||For Bigbloc Construction Limited |
| ||NARAYAN SABOO |
|Place : Surat ||(Chairman) |
|Date : 24.05.2016 ||(DIN : 00223324) |