BIGBLOC CONSTRUCTION LIMITED
Your Directors have pleasure in presenting the 02nd Annual Report together with theAudited Financial Statements for the year ended 31st March 2017.
1. FINANCIAL RESULT AND PERFORMANCE: (Amt. in lakhs)
|PARTICULARS ||Year Ended 31/03/2017 ||Year Ended 31/03/2016 |
|Sales ||6282.67 ||6035.48 |
|Other income ||4.87 ||9.58 |
|Profit Before Interest & Depreciation ||1041.51 ||649.67 |
|(-)Finance Cost ||321.91 ||351.44 |
|(-) Depreciation ||244.41 ||228.06 |
|Profit before tax & Exceptional items ||475.19 ||70.17 |
|(+)Exceptional Items ||0 ||0 |
|Profit Before Tax ||475.19 ||70.17 |
|(-) Tax Expense ||182.59 ||23.52 |
|Profit for the year after tax ||292.61 ||46.65 |
The basic and diluted earnings per share (EPS) computed in accordance with theAccounting Standard- was Rs 2.07 per share respectively as against Rs 0.33 per share(basic & diluted) for the previous year.
Your Directors are pleased to recommend a dividend of 2.5% i.e. Rs 0.25/- per equityshare on face value of Rs 10 each aggregating to 35.39 lakhs.
3. TRANSFER TO RESERVES:
The Board considering the Company's performance and financial position for the yearunder review has not transfer any amount to Reserves.
4. SHARE CAPITAL:
The Paid up equity share capital as on March 31 2017 was Rs 1415.76 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 allotted14157575 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. Also as perterms of Scheme the existing share capital of the Resulting Company of Rs 700000/-stands cancelled on Allotment (issuance) of shares of Resulting company to shareholders ofthe Demerged company.
|Particulars ||As at 31st March 2017 (Number) ||As at 31st March 2016 (Number) |
|Shares Outstanding at the Beginning of the Year ||70000 ||- |
|(+) Shares Allotted during Year on account of Demerger ||14157575 ||70000 |
|(-) Cancellation of Shares on Demerger ||70000 ||- |
|Shares Outstanding at the End of the year ||14157575 ||70000 |
5. BUSINESS DEVELOPMENT & EXPANSION:
Your Company has Autoclaved Aerated Concrete (AAC) blocks manufacturing unit ofcapacity 300000 m3/annum in Umargaon Gujarat. Your Company's AAC Blocks are marketing inBrand Name of "NXTBLOC" Block Joint Mortar Ready mix plaster and TileAdhesive.
The AAC block industry is only viable if the manufacturing facilities are locatedwithin 250 kms from the client/place of construction. Our manufacturing facilities arestrategically located at Umargaon which caters to Mumbai Pune and Surat where the majorconstruction activities take place. Your Company has reputed clients like Lodha KanakiaMahindra Lifespaces Raheja Agarwal group and many other big construction Companies.Looking at the market demand and the current utilization levels the Company has announcedexpansion plans at Umargaon and Banglore.
6. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company has no Subsidiary Associate or Joint Venture company as on March 312017. Thus Form AOC-1 is not applicable to your Company as on 31st March 2017.
7. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT:
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from
Mr. Dhiren Dave Company Secretary in practice confirming compliance and ManagementDiscussion and Analysis Report forms an integral part of this Annual Report.
8. 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 theCompany's Articles of Association Mr. Mohit Narayan Saboo Director (DIN: 02357431) willretire by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment.
The Board of directors has appointed Mr. Manish Saboo as an Additional Director on theBoard of the Company in the category of Non-Executive Director who is liable to retire byrotation. The Company has received a notice under section 160 of the Companies Act 2013from a member signifying an intention to propose Mr. Manish Saboo as a candidature for theoffice of Non-Executive Director at the forth-coming Annual General Meeting.
The Company has received requisition in writing from a member proposing candidature ofMr. Premil Jatinkumar Shah as an Independent Director of the Company in ensuing AnnualGeneral Meeting of the Company. In terms of Section 149 of the Act it is proposed toappoint Mr. Premil Shah as an Independent Director for a term of five years not liable toretire by rotation. During the financial year other than as stated above no changes havebeen occurred in the Directors of the Company. The details of the aforesaid directors hisexpertise in various functional areas as required to be disclosed under Regulation 36(3)of the Listing Regulations form part of the Notice of the ensuing Annual General Meeting.
10. 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.
11. BOARD EVALUATION:
Pursuant to the provisions of Section 134 (3) (p) 149(8) and Schedule IV of theCompanies Act 2013 and Regulation 17 of the SEBI Listing Regulations Annual Performanceevaluation of the Directors as well as that of the Audit Committee Nomination andRemuneration Committee and Stakeholders relationship Committee has been carried out.
The Performance Evaluation of the Independent Directors was carried out by the entireBoard and the Performance Evaluation of the Chairman and Non-Independent Directors wascarried out by the Independent Director.
12. NUMBER OF MEETINGS HELD:
The Board met Seven times during the financial year ended 31st March 2017 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.
13. POLICY ON DIRECTOR'S APPOINTMENT REMUNERATION INCLUDING CRITERIA FOR DETERMININGQUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributes andother matters provided under sub section (3) of section 178 of the Companies Act 2013. TheCompany's Nomination and Remuneration Policy for Directors Key Managerial Personnel andother employees is attached below in Annexure-5 and is also available on Company'swebsite www.bigblocconstruction.com/www.nxtbloc.in.
14. 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 Company's website atwww.bigblocconstruction.com/www.nxtbloc.in.
15. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company has formulated a familiarization program for the Independent Directors toprovide insights into the Company to enable the Independent Directors to understand itsbusiness in depth and contribute significantly to the Company. The details of such programare available on the Company's website at www.bigblocconstruction.com/www. nxtbloc.in.
16. COMPOSITION OF KEY MANAGERIAL PERSONNEL:
The Company has the following KMP;
|Name of KMP ||Designation ||Date of Appointment in current Designation ||Date of Resignation |
|Mr. Naresh Saboo ||Managing Director ||11/04/2016 ||N.A |
|Mr. Mohit Saboo ||Director & CFO ||11/04/2016 ||N.A |
|MRs Anjana Sanghavi ||Company Secretary ||10/09/2016 ||N.A |
17. COMPOSITION OF AUDIT AND NOMINATION & REMUNEARTION COMMITTEE:
The Audit Committee comprises of Mr. Dishant Jariwala (Chairman) Mr. Rashesh Shah(Member) and Mr. Naresh Saboo (Member). The Nomination and Remuneration Committeecomprises of Mr. Rashesh Shah (Chairman) Mr. Dishant Jariwala (Member) and Ms. Payal Loya(Member). Brief details on the committee are given in the Corporate Governance Report. Allthe recommendations of the audit committee are accepted by the Board.
18. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Director's Responsibility Statement it is hereby confirmed that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31st March 2017 and of the profitof the Company for year ended on that date;
c) the directors have taken proper and sufficient care 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 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 the provisions ofall applicable laws and that such systems were adequate and operating effectively.
19. STATUTORY AUDITORS:
At the 01st AGM of your Company the Members approved the appointment of M/s. R.K.M& Co. Chartered Accountant Surat (Firm Registration Number. 108553W) to hold theoffice from the conclusion of the 01st Annual General Meeting until the conclusion of 05thAGM of your Company subject to ratification at every Annual General Meeting. The Companyhas received a certificate from the auditors to the effect that their re-appointment ifmade would be in accordance with the provisions of section 139 and 141 of the CompaniesAct 2013. Resolution seeking your approval on these item is included in the Noticeconvening the AGM.
Members' attention is invited to the observation made by the Auditors under"Qualified Opinion" appearing in Auditors Reports. The Company has not providedfor Long Term Employee Benefits such as Gratuity and Leave Encashment on accrual basis butprovides the same as and when they become due for payment. This method of accounting ofLong Term Employee Benefits is in deviation with Accounting Standard-15 on EmployeeBenefits in respect of provision for Long Term Employee Benefit & Defined Benefitplans. As there is no actuarial report or basis of calculation available with themanagement of such long term employee benefits the quantum of deviation cannot bedetermined. If the company had followed the method accounting as per AS - 15 thenemployee benefit expense would have increased and correspondingly long-term provisionwould have also increased for such employee benefits.
"The Board is of the opinion that the Provision for the Long term Employees aredetermined on the basis of actuarial Valuation Method & technique prescribed in theAccounting Standard. The company has decided to pay the Long term benefits as and when itbecomes due as the amount is negligible and it is not going to make any impact on thefinancial Position of the company. Considering the size of the company and negligibleliability the company has not made provisions for Long term employee benefits &Defined benefits plan"
20. SECRETARIAL AUDIT:
In terms of the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhas appointed Mr. Dhiren R Dave Surat Practising Company Secretaries to conduct thesecretarial audit of the Company for the financial year 2016-17. The Secretarial AuditReport for FY 2016-17 is annexed as Annexure-4 to the Director's Report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
21. 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 financial statements provided in this Annual Report.
22. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of Section188 of the Companies Act 2013 and the Rules made thereunder are not attracted. Thusdisclosure 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. All Related PartyTransactions were placed before the Audit Committee as also to the Board for approval.Omnibus approval was obtained for the transactions which are of repetitive nature. Thepolicy on Related Party Transactions as approved by the Audit Committee and Board ofDirectors has been uploaded on the website of the Company. The web-link of the same hasbeen provided in the Corporate Governance Report. None of the Directors has any pecuniaryrelationship or transactions vis-a-vis the Company.
23. 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.
24. 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.
25. LISTING OF SHARES AND LISTING FEES:
The Equity Shares of your Company are listed and actively traded on the Bombay StockExchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Companyhas paid annual listing fees to the both stock exchanges for the financial year 2017-18.
26. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements. The Company's internal control system is commensurate with its sizescale and complexities of its operations. During the year such controls were tested andno reportable material weaknesses in the design or operation were observed.
The Company's building plant and machineries Stocks and other properties wherevernecessary and to the extent required have been adequately insured.
28. 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 Director'sReport.
29. REMUNERATION AND PARTICULARS OF EMPLOYEES:
The information in accordance with the provisions of Section 197(12) of the CompaniesAct 2013 read with rule 5 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure- 2 to the Director's Report. Since there isno employee receiving remuneration of Rs 60 lakh or more or employed for part of the yearand in receipt of Rs 5 lakh or more a month there is no information requires to be givenunder Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014
30. INDUSTRIAL RELATIONS:
The Company maintained healthy cordial and harmonious industrial relations at alllevels.
31. TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF:
Since the Company was incorporated on June 2015 there were no amount of Unclaimeddividend and interest thereon which remained unpaid/unclaimed for a period of 7 yearsrequired to be transferred by the Company to the Investor Education and Protection Fund(IEPF) established by the Central government pursuant to provision of Section 125 of theCompanies Act 2013.
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 of theCompanies (Accounts) Rules 2014 the particulars relating to conservation of energytechnology absorption and foreign exchange earnings and outgo is appended as Annexure- 3to the Director's 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 |
| ||FOR BIGBLOC CONSTRUCTION LIMITED |
| ||NARAYAN SABOO |
| ||(Chairman) |
| ||DIN: 00223324 |
|Place : Surat || |
|Date : 07.07.2017 || |