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Consolidated Construction Consortium Ltd.

BSE: 532902 Sector: Infrastructure
NSE: CCCL ISIN Code: INE429I01024
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OPEN 7.72
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VOLUME 61215
52-Week high 10.38
52-Week low 2.80
P/E
Mkt Cap.(Rs cr) 308
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Consolidated Construction Consortium Ltd. (CCCL) - Director Report

Company director report

DIRECTOR’S REPORT & MANAGEMENT DISCUSSION AND ANALYSIS REPORT

To

The Members

The Directors of the Company present to you the 20th Annual Report of the Companytogether with the Audited Balance Sheet as at 31st March 2017 and the Statement of Profitand Loss for the year ending on 31st March 2017.

1. FINANCIAL RESULTS (in Rs crores) The Financial Results of the Companyfor the year under review is summarized below for your perusal and consideration.

Particulars 2016-17 2015-16
NET REVENUE 583.51 402.20
PROFIT BEFORE TAX AND DEPRECIATION (123.69) (159.15)
PROFIT /(LOSS) BEFORE TAX (PBT) (133.95) (170.76)
PROVISION FOR CURRENT TAX - -
TAX EXPENSE - -
PROFIT AFTER TAXES/(LOSS) (PAT) (133.95) (172.92)

1.1 Financial Performance

The Company has achieved Net sales of Rs. 583.51/- Crores for the year ended 31stMarch 2017 as compared to Rs.402.20/- Crores in the previous year.

The Company has incurred a Net loss of Rs. 133.95/- Crores as against a loss aftertaxes of Rs. 172.92/- Crores in the previous year. The losses are attributable to someextent due to high input costs irregular supply of raw materials unfavourable marketconditions and to a large extent due to high finance cost.

1.2 Sustainable Structuring of Stressed Assets (S4A)

The Company had availed certain financial facilities ("Facilities’’)on March 28 2014 under the Reserve Bank of India Corporate Debt Restructuring ("CDR")mechanism whereby the debt obligations of the Company were restructured on the terms andconditions set out in the Master Restructuring Agreement executed amongst SBI bank (as theMonitoring Institution) the Lenders and the Company.

Despite availing the restructuring of the Facilities under the CDR mechanism theCompany was facing liquidity issues and the challenges in debt servicing due to inter aliaslower than envisaged recovery in the economy and infrastructure sector and increasedinterest cost for the Company due to increase in working capital requirement andnon-relazation of claim /receivables. This has resulted in a gap of cash flow timingmismatch between claims realization (including interest) and debt servicing. If such cashgap is left unaddressed the company will face challenges in the execution of its orderbook and also in servicing of its debt.

Accordingly in order to bridge the aforementioned cash flow timing mismatch theLenders deliberated various solutions to address the aforementioned liquidity issues andrecommended the Scheme for Sustainable Structuring of Stressed Assets ("S4AScheme") introduced by the Reserve Bank of India ("RBI")pursuant to its circular dated June 13 2016 and as amended further on November 10 2016(" S4A Circulars").

The Lenders in their Lender’s Forum meeting ("JLF") deliberatedon the various options and agreed to explore the recommendation of the MonitoringCommittee for implementing the S4A scheme for the Company. Pursuant to the JLF theLenders decided to adopt the S4A scheme with the Reference date as November 11 2016 andthe JLM agreed to convert part of their entire debt exposure under unsustainable portion(Part B Debt of CCCL S4A scheme") to Optionally Convertible Debentures(OCD’S) (S4ASecurities) towards implementation of the S4A scheme and the same was approved byOverseeing Committee constituted by RBI (OC) on May 02 2017 ("CCCL S4AScheme/Scheme").

Pursuant to the Implementation of the S4A Scheme and in accordance with and asspecified in the financing documents executed by the Company with inter alia th eLenders (hereinafter referred to as the "S4A Agreements/S4A Documents")the shareholders through postal ballot approved the offer and issue of OptionallyConvertible Debentures (OCD’s)of face value Rs. 1000 each on Preferential Basis tothe Lenders as per applicable laws and extant regulations based on the respectiveLender’s subscription for the securities of the Company.

As per the terms of the S4A Agreements executed between Company and the Lenders inrespect of Lenders who had completed the process of conversion of debt into OCD’s ofthe Company under the CCCL S4A scheme and in accordance with the shareholders approvalthrough postal ballot of the Company the Company has issued and allotted OptionallyConvertible Debentures (OCD’s) of face value Rs.1000 each in aggregate for anamount aggregating Rs. 579.55 crore to 5

Lenders under the CCCL S4A Scheme on June 21 2017 in accordance with chapter VII ofthe SEBI (Issue of Capital and Disclosure Requirements) and section 42 62 and 71 of theCompanies Act2013 and the rules made thereunder.

As per the CCCL S4A scheme promoters have volunteered to transfer the already pledgedequity shares in favour of Lenders to the tune of 30237602 shares of Rs2/- each to complywith the CCCL S4A scheme resulting in the change of promoters shareholding to that extent.Though the conversion of debt into equity was available in the S4A scheme of RBI thePromoters volunteered and agreed to dilute their stakes alone as mentioned above in theinterest of the Company and the other stake holders as a whole.

The S4A Scheme was successfully implemented for the Company as all the lendersparticipated in the scheme and thereupon Company has made the allotment of OCD’s tothe respective Lenders.

The break up of allotment of OCD’s are as follows

Name of the Lender Amount in Rs. No of OCD’s of Face Value
Part B Debt Rs.1000/- Each
SBI 3177500000/- 3177500
ICICI 162900000/- 162900
IDBI 978700000/- 978700
BOB 1356000000/- 1356000
TCFSL 120400000/- 120400
Total 5795500000/- 5795500

2. SHARE CAPITAL

The paid up Equity Share Capital as on 31st March 2017 is Rs. 79.70/- Crores. Duringthe year under report the Company has not issued any shares with differential votingrights nor granted stock options nor sweat equity.

3. DIVIDEND

Your Directors have not recommended any dividend for the financial year 2016-17 in viewof the losses incurred and the need to conserve resources of the Company.

4. MANAGEMENT DISCUSSION AND ANALYSIS CONSTRUCTION INDUSTRY OUTLOOK:

Construction Industry Overview

With 2016 in the rearview mirror construction professionals are turning theirattention to the year ahead. While construction spending failed to meet analystexpectations last yeareconomists predict 5% growth in the value of starts in 2017according to Dodge Data & Analytics. Despite that positive forecast a feeling ofuncertainty continues to loom over the industry. We spoke with experts from varioussectors of the construction sector to find out their predictions for 2017. While questionsregarding what the incoming Trump administration means for construction dominated theconversation they also described the new technologies project delivery methods andworkforce management trends they expect to shape the industry this year. Here are the top7 trends to watch in 2017:

1. Collaborative project delivery methods will become more popular

2. The labor shortage will continue to plague the industry

3. The feeling of uncertainty will linger under the new administration

4. Offsite/modular construction will gain a stronger foothold in the market

5. Construction firms are cautiously optimistic for a future infrastructure spendingboost.

6. Construction costs will rise due to materials and labor

7. Construction firms will face increased scrutiny and prosecution of safety and fraudincidents

Indian Construction Industry Outlook

Bright prospects for construction industry in India

Infrastructure sector is a key driver for the Indian economy. The sector is highlyresponsible for propelling India’s overall development and enjoys intense focus fromGovernment for initiating policies that would ensure time-bound creation of world classinfrastructure in the country.In 2016 India jumped 19 places in World Bank's LogisticsPerformance Index (LPI) 2016 to rank 35th amongst 160 countries.

Foreign Direct Investment (FDI) received in Construction Development sector (townshipshousing built up infrastructure and construction development projects) from April 2000 toMarch 2017 stood at US$ 24.3 billion according to the Department of Industrial Policy andPromotion (DIPP).

India is witnessing significant interest from international investors in theinfrastructure space. Some key investments in the sector are listed below.

• The infrastructure sector in India witnessed 33 deals in FY 2016-17 involvingUS$ 3.49 billion as against US$ 2.98 billion raised across 31 deals in FY 2015-16 withthe majority of deals led by the power roads and renewable sectors as per investmentbank Equirus Capital.

• Meinhardt Group an engineering company based in Singapore plans to establishits position in India as it targets the next wave of India’s urban development tomeet the country’s development needs.

• UAE-based firm DP World having previously invested US$ 1 billion in India isplanning to invest another US$ 1 billion in India's infrastructure sector along withlogistics and container terminals stated Mr Sultan Ahmed bin Sulayem Chief ExecutiveOfficer (CEO) DP World.

• I Squared Capital a global infrastructure investment company plans to raise upto US$ 4 billion through its second infrastructure fund which will be invested ininfrastructure assets in India and across the globe.

• Infrastructure Leasing and Financial Services Ltd (IL&FS) and global privateequity (PE) firm Lone Star plan to jointly invest US$ 550 million in stressedinfrastructure projects in India.

Infrastructure construction to pick up

The total plan expenditure for key infrastructure-focused sectors grew at a mutedcompound annual growth rate (CAGR) of 1% during fiscal 2012-14 while it is expected at 21%CAGR during fiscal 2015-17 wrote Vijay Goel an analyst at Karvy Stock Broking in a 3January report. The key infrastructure-focused sectors like roads highways and urbandevelopment have seen a significant increase in allocation post fiscal 2013-14 (42-44%CAGR during FY15-17E vs. 2-3% CAGR during FY12-14). Increase in investments in thesesectors would drive the order inflows for construction companies he said. "Wemaintain our positive view on Indian construction sector as we believe that order inflowsmomentum to continue with the environment turning more conducive for execution ofprojects" wrote Goel.

Sales were weighed down by the impact of demonetization cumulative sales have beenimpressive at most companies.

The construction sector GDP is expected to grow at 2.9% in the current fiscal againstan earlier estimated 3.9% owing to the likely adverse effect of demonetisation on the realestate sector involving residential and commercial properties said CARE Ratings Researchin a report.

"The country’s expanding population and urbanisation will continue togenerate a need for infrastructure development. To improve trade competitiveness and copewith the population growth the government is focusing more on infrastructure developmentwhich is expected to result in regular investments in the maintenance and expansion ofroad infrastructure in the near future"

The introduction of "RERA Act" has increased the faith on theConstruction Companies and because of which there prevails a positive environment inbuyers buying properties from Construction Companies.

Residential and Commercial Construction to dominate the industry

Despite facing challenging infrastructure deficit in the country aided by resourcecrunch debt-laden firms and stressed assets highways construction and cargo exportsregistered impressive growth in the first half of FY2017.

Highways construction/ widening was one area that witnessed about 10 per cent growth inthe first half of the current fiscal whereas power generation saw a little over 6 percent increase and rail freight traffic recorded about 2 per cent growth as per the Surveywhich was tabled in the Parliament today.

"On logistics India is handicapped relative to competitors in a number ofways" the Survey mentioned indicating that the costs and time involved in gettinggoods from factory to destination is greater here compared to other nations despiteadvantages of cheaper labour.

On resource crunch faced by companies especially in the infrastructure sector theSurvey states that the companies faced debt-restructuring due to higher costs lowerrevenues greater financing costs till a few years back.

Residential construction was the largest market in the Indian construction industryduring 2011-2015 and is anticipated to remain relatively sizeable over the next fiveyears with a 30.6% share of the industry’s total value in 2020. Constructionactivity in the residential market will be supported by rapid urbanization populationgrowth and positive developments in regional economic conditions. Government efforts toclear slum areas by 2022 and reduce the country’s housing deficit will also help themarket grow.

Provisions for Infrastructure sector in Budget 2017-18

Budget boost to infrastructure sector with record Rs 3.96 lakh crore allocation

The Union Budget 2017 has given a major push to the infrastructure sector. For 2017-18the total capital and development expenditure of Railways has been pegged at Rs 131000crore. This includes Rs 55000 crore provided by the government from the Budget."

The finance minister provided Rs 241387 crore for the transport sector as a wholeincluding railways road and shipping. For highways the budget allocation has beenstepped up to Rs 64000 crore in FY18 from Rs 57676 crore.

In the road sector the budget allocation for the National Highways has been increasedfrom Rs 57676 crore in the BE of 2016-17 to Rs 64000 crore in 2017-18.

Investments & Government Initiatives: International payment Internationalinvestment Construction Development:

Apart from being a critical driver of economic growth foreign direct investment (FDI)is a major source of non-debt financial resource for the economic development of India.

The Indian government’s favourable policy regime and robust business environmenthave ensured that foreign capital keeps flowing into the country. The government has takenmany initiatives in recent years such as relaxing FDI norms across sectors such asdefence PSU oil refineries telecom power exchanges and stock exchanges among others.

According to Department of Industrial Policy and Promotion (DIPP) the total FDIinvestments India received during April 2016-March 2017 rose 8 per cent year-on-year toUS$ 60.08 billion indicating that government's effort to improve ease of doing businessand relaxation in FDI norms is yielding results.

During April 2016-March 2017 India received the maximum FDI equity inflows fromMauritius (US$ 15.73 billion) followed by Singapore (US$ 8.71 billion) Japan (US$ 4.71billion) Netherlands (US$ 3.37 billion) and USA (US$ 2.38 billion).

The Union Cabinet has approved raising of bonds worth Rs 2360 crore (US$ 365.63million) by the Indian Renewable Energy Development Agency (IREDA) which will be used invarious renewable energy projects in FY 2017-18.

The Government of India plans to scrap the Foreign Investment Promotion Board (FIPB)which would enable the foreign investment proposals requiring government approval to becleared by the ministries concerned and thereby improve the ease of doing business in thecountry. The Government of India has approved 100 per cent foreign direct investment (FDI)in other financial services carried out by non-banking finance companies (NBFCs) which isexpected to attract more foreign capital into the country. The National Highways Authorityof India (NHAI) plans to offer a risk cover to foreign investors who are willing to investin government owned operational national highways which would cover risk associated withthe possibility of structural design fault sub-standard quality of construction and lossof traffic. The Department of Industrial Policy and Promotion (DIPP) has allowed 100 percent foreign direct investment (FDI) in asset reconstruction companies (ARC) underautomatic route which will help to tackle the issue of declining asset quality of banks.

India will require around US$ 1 trillion in the 12th Five-Year Plan (2012–17) tofund infrastructure growth covering sectors such as highways ports and airways. Thiswould require support from FDI flows. India’s growth rate along with competitivelocation in terms of wages and policies like Stand Up India is expected to boost FDI inthe coming future.

Exchange Rate Used: INR 1 = US$ 0.01549 as on May 31 2017.

Government Initiatives

The Road Transport & Highways Ministry has invested around Rs 3.17 trillion (US$47.7 billion) while the Shipping Ministry has invested around Rs 80000 crores (US$ 12.0billion) in the past two and a half years for building world class highways and shippinginfrastructure in the country. The Government of India is expected to invest highly in theinfrastructure sector mainly highways renewable energy and urban transport prior to thegeneral elections in 2019.

The Government of India is taking every possible initiative to boost the infrastructuresector. Some of the steps taken in the recent past are being discussed hereafter.

• In the Union Budget 2017-18 the Government of India has taken the followingmeasures for the development of infrastructure.

• Increased total infrastructure outlay and defence capital expenditure by 10 percent and 20.6 per cent to Rs 396135 crore (US$ 59.18 billion) and Rs 86488 crore (US$13.1 billion) respectively over FY17 revised estimate.

• Affordable housing has been given infrastructure status.

• Lock-in period for long-term capital gains on land and buildings has beenreduced from three to two years

• The Union Cabinet Government of India has allowed state government agencies toborrow money from bilateral agencies in other countries to fund its infrastructureprojects in a bid to improve the funding options for infrastructure projects in thecountry.

• Mr Venkaiah Naidu Minister of Housing and Urban Poverty Alleviation Governmentof India launched 352 affordable housing projects worth Rs 38000 crore (US$ 5.9 billion)in 53 cities across 17 states for building over 200000 houses costing Rs 18 lakh (US$27948) per house on average.

• "Pradhan Mantri Awas Yojana scheme is picking up pace by which affordablehousing will be made available to EWS category. "Pradhan Mantri Awas Yojana –Housing for All (Urban)" Mission for urban area will be implemented during 2015-2022and this Mission will provide central assistance to implementing agencies through Statesand UTs for providing houses to all eligible families/beneficiaries by 2022.

• Airports Authority of India (AAI) plans to increase its capital expenditure for2017-18 by 25 per cent to Rs 2500 crore (US$ 0.37 billion) primarily to expand capacityat 12 airports to accommodate increase air traffic as per the Chairman of AAI

Challenges:

Risks / Current challenges in infrastructure development in India

The progress of infrastructure development has not been smooth in the recent yearswith significant shortfalls in planned investments. This problem is compounded by the factthat many of the announced projects are yet to be completed with large time and costoverruns. Figures sourced from Government reports reveal that nearly 276 projects out of566 projects tracked by Ministry of Statistics and Programme Implementation have beendelayed. Some estimates of Ministry of Finance peg the worth of delayed projects due topending approvals at ~ INR 1 lakh Crore.

Future growth areas for the sector

The infrastructure sector in India has evolved from purely Government funded projectsto newer business models involving partial or complete ownership of the private sector.Currently the infrastructure sector is in a state of flux with the sector being hit byslowdown in the economy and strain being faced by various infrastructure developers. Goingahead the sector is poised to bounce back with new opportunities. But growth of theinfrastructure sector is dependent on solving some key challenges related to reducingregulatory uncertainty developing appropriate financing mechanisms and ensuring efficientproject management (from bid to execution).

Future Outlook of the Industry

LOOKING BACK

There has been a growing emphasis on infrastructure development in the postliberalisation era. This is in stark contrast to previous years where there was littleemphasis on infrastructure asset creation with government being both facilitator andprovider of infrastructure. But this situation has undergone a change in recent yearswith an increased focus on infrastructure development. The start of the last decade haswitnessed increased investments in infrastructure sector accompanied by a transformationin the business models with more proactive participation from private sector in the formof Public-Private-Partnership (PPP) projects particularly in roads and power sector.

LOOKING FORWARD

The proposed investment over the next five years are ~ INR 5600000 Cr with nearlyhalf expected to come from private players. While sectors like road and power are expectedto attract a large share of the proposed investments newer opportunities are likely toappear over the next few years. One of the examples of a large planned infrastructuredevelopment is the Delhi-Mumbai Industrial Corridor envisaged to accommodate largeindustrial zones development of smart cities and creation of logistics network.Opportunities are also expected to arise in the area of urban infrastructure developmentsuch as large urban transport and water supply projects in urban cities driven by therapid pace of urbanization.

Imperatives for Future Infrastructure Development

But for the aforementioned forecasts to materialize the sector requires significantintervention accompanied by an overhaul of the current way of doing business across thevarious participants – Developers EPC players Government etc. Although the currenteconomic scenario has slowed down the development of the sector government would need toexplore ways of keeping the sector moving. Government has made some progress on keyissues but much still needs to be done. There have been mixed reactions to LandAcquisition Bill with some viewing it as potential cost escalation while others treatingit as a tool for improved transparency on the subject. Another area that needs urgentGovernment action is the need for improved access to key natural resources like coal andiron. But for the sector to rebound in the coming years there is a need for decisiveaction and support over four broad areas.

I. Reduction of regulatory uncertainty and delays

II. Appropriate Structuring of projects

III. Developing financing mechanisms to suit the sector’s needs

IV. Efficient project management (from bid to execution)

V. The Introduction of new "Arbitration Act 2016" which envisagespayment of arbitral award within a period of 365 days which will benefit theinfrastructure Companies in realizing the claims faster.

CCCL COMPANY SCENARIO

Performance Highlights

In an adverse environment the company has bagged new orders to the tune of Rs. 32728/-Lakhs and has successfully executed the projects.

Company began the current financial year with an order book which stood at Rs .65096/-Lakhs. The size and structure of the organisation was geared for catering to take uplarger projects but with economic slowdown and lower order booking coupled with slowerproject execution the asset base and the ?xed cost structure which was built up affectedthe company’s profitability.

The lower turnover and operating margins in an environment of high interest costsseverely affected the Company’s pro?tability. In addition non payments of claimsadversely affected the Company’s liquidity.

Company’s revenue growth and pro?tability was muted in the last few quarters dueto order execution-related issues. CCCL’s revenue declined in FY 2016-2017 due toslowdown in order execution. Delay due to exogenous factors such as delay in procuringenvironmental approvals land acquisition and government decision making have adverselyaffected performance. Delayed project execution has in turn affected payment from clientsand the Company’s cash ?ows.

The year under review has seen enhanced working capital requirements. This has been dueto clients delaying payments. Amounts due from clients have shot up to Rs. 967.43/-crores( including retention of Rs.128.25/- Crores.) as the recovery has been slow. In certaincases we have initiated legal action for recovering these dues. Dues from clients forcompleted major projects to the tune of Rs.92.74/- crores has added to liquidity crunch.

The Infrastructure sector is facing strong headwinds including slowdown in orderbooking caused by shortfall in investments in the infrastructure sector increasedcommodity prices and high interest rate scenario. As a consequence of certain unexpecteddevelopments which were beyond the control of management mainly delays in decision makingby the Company’s major clients and delays in settlement of claims the expected cash?ows have not materialized for the Company. These factors coupled with slowdown inInfrastructure industry has resulted in lower turnover lower operating margins and highinterest costs for the Company which has consequently led the Company to incur net lossfor the fifth time since its inception.

STEPS TAKEN OR PROPOSED TO BE TAKEN FOR IMPROVEMENT:

Company has taken view of all these factors seriously and to overcome the abovechallenges has proactively undertaken the following steps directed at improving itsoperational efficiencies:

Claims Realisation: Persistent efforts are being made by Company to collect duesand claims. The Company has set up a strategic senior management team to recover dues andclaims outstanding from Clients. Total outstanding as of 31st March 2017 is Rs.96743.57/-lakhs (including retention of Rs.12824.79/- lakhs).Over due outstanding more than 180 daysis Rs.22932.42/- Lakhs.

Cost optimization: Over the past 12 months Company has implemented costoptimization measures such as cutting overheads and rationalization of human resources.

Reduction in Working Capital: Insistence on higher advances from customers andbetter credit terms with suppliers is being negotiated.

No commingling of funds across projects and strict discipline on this will beimplemented using a project passbook scheme.

Monetization of assets: Company is proactively exploring monetization of assetseither at the parent level or in its subsidiaries / step down subsidiaries. Bidding forJobs: The Company has been careful in bidding for new jobs and is taking jobs only on aselective basis.

CAUTIONARY STATEMENT

It is explicitly states that some of the statements in the Management Discussion andAnalysis report are likely to be forward looking and it may so happen that the actualevents or results may differ from what the Board of Directors/ Management perceive interms of the future performance and outlook due to factors having a bearing on them andwhich are beyond precise perception. Company's operations may be affected with supply anddemand situations input prices and their availability changes in government regulationsand policies tax laws and other factors such as Industrial relations fund constraintsand macro economic development.

UNLOCKING INVESTMENTS IN SUBSIDIARIES

Particulars of Loans and Advances in the nature of loans as required under ListingRegulations.

(Rs. In Lacs)

Sl.No. Name of the Company Balance as on Maximum outstanding
31.03.2017 31.03.2016 2016-17 2015-16
A. Subsidiaries
Consolidated Interiors Limited 844.99 950.29 844.99 950.29
Noble Consolidated Glazings Limited 1741.37 1741.36 1741.37 1741.36
CCCL Infrastructure Limited 1179.45 1187.77 1179.45 1187.77
CCCL Power Infrastructure Limited 599.55 597.73 599.55 597.73
CCCL Pearl City Food Port SEZ Limited 129.03 129.86 129.03 129.86
Delhi South Extension Car Park Limited (215.38) (215.38) (215.38) (215.38)

CCCL has made total investments of Rs.22.91 in its subsidiaries viz. CCCL Infra (Rs.22.91 Crores). These investments are yet to yield returns. While the investment decisionis sound the execution of these businesses have faced various bottlenecks in the form ofnon- availability of working capital un-favourable market conditions other macroeconomicissues.

These have stressed the cash flows of the parent company CCCL presently we are inadvanced discussions with various investors. Going forward it is proposed to unlock theirvalue by divesting majority equity stake in these companies.

5. SUBSIDIARIES

In accordance with the General Circular issued by the Ministry of Corporate AffairsGovernment of India the Balance Sheet Statement of Profit and Loss and other documentsof the subsidiary companies are not being attached with the Balance Sheet of the Company.However the financial information of the subsidiary companies is disclosed in the AnnualReport in compliance with the said circular.

(a) Consolidated Interiors Ltd:

The focus has been to complete the jobs on hand and wait for the right opportunitiestill the market stabilizes. Due to sluggishness in the environment there is not muchheadway with the progress. However the situation is expected to improve in the nearfuture.

(b) Noble Consolidated Glazings Ltd. (NCGL)

The glazing market being a sub set of the construction industry the various factorsdiscussed above drastically affected the operations of NCGL. Completion of projects onhand and collection of receivables and optimization of costs had been the priority in2015-16. With the much awaited economic stability expected in 2016-17 and the resultantmarket improvement better days are foreseen. The Company has streamlined its operationsand expected to perform better in the near future

(c) CCCL Infrastructure Ltd.

The Company is considered as non-core asset and as per S4A scheme the non-core asset isrequired to be sold to redeem the OCD’s of Lenders to that extent. The Company isseriously negotiating for sale of non-core asset which might materialize soon.

(c)(i) CCCL Pearl city Food port SEZ Ltd.

As this is a subsidiary of CCCL Infrastructure Ltd. the Company also forms part ofnon-core asset which is required to be sold to redeem the OCD’s of Lenders to thatextent.

(d) Delhi South Extension Car Park Ltd.

The Concession fee paid to Delhi Municipal Corporation has been refunded in view ofproject cancellation. The company has certain claims against Delhi Municipal Corporationfor the cancellation. The same is under consideration by Delhi Municipal Corporation.

(e) CCCL Power Infrastructure Limited

Though the Power sector has seen a fall in the recent years the Company has strived toperform to its full potential but due to various factors the Company struggled to performto the mark. However electricity demand in the country has increased rapidly and isexpected to rise further in the years to come. In order to meet the increasing demand forelectricity in the country massive addition to the installed generating capacity isrequired. The Government of India’s focus on attaining ‘POWER FOR ALL’has accelerated capacity addition in the country. At the same time the competitiveintensity is increasing at both the market and supply sides The Company is eyeing apositive trend in the coming years and is optimistic of a revival to this sector.

The Company has streamlined its operations and expected to perform better in the nearfuture. A Statement Pursuant to first proviso to sub-section (3) of section 129 read withrule 5 of Companies (Accounts) Rules 2014 containing salient features of the financialstatement of subsidiaries/associate companies/joint ventures in Form AOC-1 isannexed to this report as

"Annexure A".

6. OPPORTUNITIES

Measures:

Total outlay of Rs396135 crore on infrastructure is up by 10% over FY17 revisedestimate.

Capital expenditure on defence is expected to increase by 20.6% to Rs86488 crore.

Roads and highways allocation up to Rs64900 crore from Rs52447 crore revisedestimate.Rural roads construction work to accelerate to 133 km/day in 2016-17 from 73km/day in 2011-14.

Affordable housing has been given infrastructure status and tax incentives have beengiven too. Lock-in period for long-term capital gains on land and buildings reduced fromthree to two years.

Impact:

Better days ahead for road construction firms by way of fresh tenders and roadprojects.

Incentives for affordable housing can step up supply and rational prices and lowerfinance cost can improve project viability.

Cement and steel sector should do well if infrastructure does well.

The Government’s initiative for concrete roads have gained momentum and thereforethe Company has got wide business prospects in the concrete roads sector. Constructionopportunities have almost doubled for this period from the infrastructure projects linedup across various sub-segments of Power Concrete Roads Railways Irrigation & watersupply Ports and Airports. There is a long-term demand for quality infrastructureconstruction mainly emanating from housing transportation and urban development segmentsthat far exceed the supply even though there has been a substantial increase in thenumber of contractors and builders especially in housing and road construction segment.

7. THREAT PERCEPTION Challenges:

• Despite the prospects the sector continues to face challenges from landacquisition issues adverse political and structural changes shortage of talent designand constructability issues and rising material and labor costs. However the landacquisition and environment related issues are being addressed on war footing basis toease the constraints.

• Policy bottlenecks slow clearance of projects and rising inflation havedampened private sector sentiments and have stifled investments in Capital expenditure. Ahigh level committee has been constituted for speedy clearance of stalled projects andmonitoring the implementation.

• Working capital cycle has been elongated mainly due to stretched receivableswhich has affected the cash flow position of the companies in the sector. Many of thecompanies have been forced to draw their full limits with the Banking system orrestructure the facilities.

• Lengthy dispute resolution mechanism in the sector is yet another major factoraffecting the cash flows of the construction companies This coupled with rising interestrates have led to a drop in the PAT margin and deterioration of debt coverage ratios ofconstruction companies.

8. RISK PERCEPTION

The Directors are constantly assessing the business risks pertaining to the performanceof the Company. The following are the important risks perceptions:

• Quality Maintenance of the work.

• Adequate availability of Raw Materials

• Removal of Transport Bottlenecks

• Sudden Increase in Prices of Inputs

• Customers Default--

• Inadequacy of Finance Arrangement

• Statutory Policies

• Events Due to Unforeseen Circumstances

• Volatility in domestic construction environment.

Your Directors are fully conscious of the various business risks and have takenadequate care to tackle any situation. Strict controls are enforced on all matters forsmooth operation of the projects

.9. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has a sound internal control system. All transactions are subject to properscrutiny. The Management takes immediate corrective action wherever it is being pointedout to help streamline the internal control process. The management shall ensure theeffectiveness of the working of such policy.

10. CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard (AS) - 21 on Consolidated FinancialStatements read with AS - 23 on Accounting for Investments in Associates and AS - 27 onFinancial Reporting of Interests in Joint Ventures the audited consolidated financialstatements is provided in the Annual Report.

11. HUMAN RESOURCES

The Management envisions trained and motivated employees as the backbone of theCompany. Special attention is given to recruit trained and experienced personnel inbusiness development finance and accounts. The Management strives to retain and improveemployee morale. The Company has total staff strength of about 738 employees.

The Company has streamlined its manpower strength at the Chennai offices including thecorporate head office. As a result of manpower rationalization exercise the monthlypayroll has been optimized. The decision for rationalization of labour has enabled thecompany to curtail fixed manpower costs. However the core technical expert team isretained to guide the Company to achieve higher and efficient level of performance.

CORPORATE GOVERNANCE

The Directors pay special attention to ensure that the guidelines given for thecorporate governance are strictly adhered to. All possible steps are taken to adhere tothe requirements set out by SEBI Guidelines on Corporate Governance. The Company is alsoaligning itself to implement global corporate governance practices. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholder’s expectations. At CCCL it is imperative that thecompany affairs are managed in a fair and transparent manner. This is vital to gain andretain the trust of our stakeholders.

A separate report on the Corporate Governance also forms part of the Annual Report.With regard to the Business Responsibility Report the Company is not covered in the top100 listed entities based on the market capitalization at BSE & NSE in terms of SEBICircular CIR/CFD/DIL/8/2012 dated August 13 2012.

12. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Board of Directors has constituted a Corporate Social Responsibility Committee (CSRCommittee) in compliance with the provisions under the Companies Act 2013. The committeecomprises of Mr.R.Sarabeswar as the Chairman Mr.S.Sivaramakrishnan Mr.Jayaram Rangan asits other members.

The said Committee has been entrusted with the responsibility of formulating andrecommending to the Board a Corporate Social Responsibility Policy (CSR Policy)indicating the activities to be undertaken by the Company monitoring the implementationof the framework of the CSR Policy and recommending the amount to be spent on CSRactivities.

Since the company is making losses for the past five years CSR spend does not apply tothe company for the financial year 2016-17. Hence submission of a report on CSR activitiesdoes not apply.

13. SEXUAL HARASSMENT POLICY

The Company had adopted the sexual harassment policy and subsequently also formed acommittee for the same.

14. DEPOSITORY SYSTEM / E-VOTING MECHANISM:

The Company has entered into a Tripartite Agreement with both the Depositories viz.National Securities Depository Limited (NSDL) and Central Depository Services (I) Ltd(CSDL) along with Registrars M/s Karvy Computershare Pvt. Ltd for providing electronicconnectivity for dematerialization on the Company’s shares facilitating the investorsto hold the shares in electronic form and trade in those shares. The shares of yourCompany are being traded now on the Bombay Stock Exchange and National Stock Exchangeunder compulsory demat form. Further in accordance with provisions stipulated underCompanies Act 2013 the facility of e-voting is also made available to all shareholdersof the Company. The instructions regarding e-voting is enclosed along with this report.All shareholders are also requested to update their email ids with the Company or our RTAM/s. Karvy Computershare Pvt. Ltd.

15. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 124 and 125 of the Companies Act 2013 relevantamounts which remained unpaid or unclaimed for a period of seven years have beentransferred by the Company from to time to time on due dates to the Investor Educationand Protection Fund. The details of the same are covered under the Corporate GovernanceReport.

16. AUDITORS

STATUTORY AUDITORS

M/s. Sundar Srini & Sridhar Chartered Accountants Chennai having firmregistration number 004201S Statutory Auditor hold office for a term of five years fromthe conclusion of 20th AGM to the conclusion of the 21st AGM and are eligible forappointment subject to ratification of members in the each Annual General Meeting.

Further the company had received letters to the effect that their appointment ifmade would be within the prescribed limits under Section 141(3) (g) of the Companies Act2013 and that they are not disqualified for such re-appointment. Your Board of Directorsrecommends their appointment as Statutory Auditors to hold office for a term of five yearsfrom the conclusion of the 20th AGM till the conclusion of the 21st AGM of the Companysubject to ratification of members in the each Annual General Meeting.

17. AUDITORS REPORT AND MANAGEMENT’S RESPONSE TO AUDITORS OBSERVATIONS

The Auditors do not have any qualification in their report.

INTERNAL AUDITOR

The Board has appointed Mr. R.M Devarajan an employee of the Company as the InternalAuditor of the Company pursuant to Section 138 of Companies Act 2013 and Rule No. 13 ofThe Companies (Accounts of Companies) Rules 2014 for the financial year 2017-18.

Mr. R.M Devarajan is a qualified in Master of Business Administration having expertisein finance and Accounts. The Internal Audit would ensure that strong internal controlmechanism is put in place in the Company as per the recommendations and guidance of AuditCommittee.

COST AUDITOR

The Board of Directors had appointed M/s SS & Associates (Firm Registration No000513) as the Cost Auditors of the Company to audit the cost accounting records of theCompany for the financial year 2017-18.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. N. Balachandran Practising Company Secretary Chennai to undertake theSecretarial Audit of the Company. The report of the Secretarial Audit Report is annexedherewith as

"Annexure B"

MANAGEMENT’S RESPONSE TO SECRETARIAL AUDITOR’S OBSERVATIONS

1. Further Report that the company is not regular in depositing the statutory dues/offiling periodical return as relating to applicable with the appropriate authorities duringthe year under audit.

Due to the delay in collection from clients the Company could not depositits statutory dues on time. However the Company has paid all statutory dues as of March2017. Inspite of the crippled situation the Company strives to comply with the statutoryobligations on time. Efforts are being made to comply on time.

2. Further Report that the Board of Directors of the Company is duly constituted withproper balance of Executive Directors Non-Executive Directors and in case of IndependentDirectors requires compliance.

The Company needs to appoint a Independent Director on its Board due to theinduction of a Nominee Director on the Board by the lenders. The Company is on seriouslook out now to appoint a Independent Director on Board. The appointment of IndependentDirector will be complied with at the earliest.

3. Further report that the following points requires attention and are beyond mycontrol a. Erosion of Net worth b. Uncertainty on Recovery of Trade Receivables c.Winding up petition preferred by various corporate bodies against the Company. d. Loansextended requires compliance under section 186(7) of Companies Act 2013.

a. The net worth erosion has happened because of the continuous loss made by theCompany. However the Company is hopeful of bringing the net worth positive in the comingyears with the enhanced business opportunities.

b. The Company on day to day basis is closely following it up with the clients for thetrade receivables. The Company is hopeful in recovering major dues in due course of time.

c. At present there are 3 winding up petitions filed against the Company to the tune ofRupees Three Crores. The Company is taking efforts to settle the same amicably with allthe petitioners.

d. The Company has not charged any interest for the loans extended to its subsidiarycompany as the subsidiary company is striving to revive and it becomes responsibility ofthe holding company to support the subsidiary companies to the maximum extent possible inits faster revival. Hence given the precarious situation any further interest burden tothe Company will lead to greater deterioration of the Company.

18. DIRECTORS:

The following changes have occurred in the Board of Directors during the financial year2016-2017:

18.1 INDUCTIONS/ CHANGE IN DESIGNATION

There was no change in the Board of Directors during the Financial Year 2016-2017.

18.2 DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and as per theSEBI (LODR) Regulations 2015.

18.3 RESIGNATIONS

There were no resignations from the Board of the Company.

18.4 RE-APPOINTMENTS

In accordance with the provisions of the Companies Act 2013 and in terms of theMemorandum & Articles of Association of the Company At the ensuing 20th AnnualGeneral Meeting Shri. S.Sivaramakrishnan Managing Director of the Company is liable toretire by rotation and being eligible offer himself for re-appointment. The Boardrecommends his reappointment.

The Companies Act 2013 provides for the appointment of Independent Directors. Subsection (10) of Section 149 of the Companies Act 2013 provides that independent directorsshall hold office for a term of up to five consecutive years on the board of a company;and shall be eligible for re-appointment on passing a special resolution by theshareholders of the Company.

Accordingly all Independent Directors were appointed by the shareholders at the GeneralMeeting as required under Section 149(10) of the Companies Act 2013. Further according tosub section (11) of Section 149 of the Companies Act 2013 no Independent Director shallbe eligible for appointment for more than two consecutive terms of five years. Sub section(13) states that the provisions of retirement by rotation as defined in Sub section (6)and (7) of Section 152 of the Act shall not apply to such independent directors.

None of the independent directors will retire at the ensuing Annual General Meeting.

18.5 BOARD EVALUATION

Pursuant to the Regulation 17(6) (10) of SEBI (LODR) Regulations 2015 the Board shallmonitor and review the Board evaluation framework. The Companies Act 2013 states that aformal annual evaluation needs to be made by the Board of its own performance and that ofits committees and individual directors. Schedule IV of the Companies Act 2013 statesthat the performance evaluation of Independent Directors shall be done by the entire Boardof Directors excluding the director being evaluated. The Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and ComplianceCommittees.

18.6 TRAINING OF INDEPENDENT DIRECTORS

Every new Independent Director of the Board attends an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors/senior managerial personnel make presentations to the inducteesabout the Company’s strategy operations product and service offerings marketsorganization structure finance human resources technology quality facilities and riskmanagement.

18.7 REMUNERATION POLICY

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report. TheExecutive Directors have deferred their salaries till revival of the Company and all otherremunerations paid to the Directors Key Managerial Personnel and senior managementpersonnel are as per the remuneration policy of the Company.

18.8 DIRECTORS’ RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134 (3) (c) of the Companies Act 2013:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had 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 had 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 provisionsof all applicable laws and that such systems were adequate and operating effectively.

19 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

A statement containing the particulars relating to conservation of energy research anddevelopment and technology absorption as required under Section 134 (3) (m) of theCompanies Act 2013 and Rule 8 (3) (A) (3) (B) and 3 (A) (C) of The Companies (Accounts)Rules 2014 is annexed to this report as "Annexure C"

20 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OFCOMPANIES ACT 2013

Details of Loan Guarantees and Investments covered under the provisions of Section 186of the Companies Act 2013 are given in the notes to financial statements.

21 PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of the employees of the company is annexed to this report as "AnnexureF".

22 DEPOSITS

Your Company has not accepted any deposits from the public during the year underreview.

23 MEETINGS

During the year five Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013.

24 COMMITTEES

Currently the Board of Directors of the Company pursuant to the mandatory provisionsof Companies Act 2013 has the following committees namely:

a) Audit Committee b) Nomination & Remuneration Committee c) StakeholdersRelationship Committee d) Corporate Social Responsibility Committee e) Share TransferCommittee f) Risk Management committee

A detailed note on the Board and its committees along with the composition of thecommittees and compliances is provided under the Corporate Governance Report section inthis Annual Report.

25 AUDIT COMMITTEE

Currently the Company has an independent and qualified Audit Committee as per theprovisions of Section 177 (8) of the Companies Act 2013 and Rule 7 of The Companies(Meetings of Board and its Powers) Rules 2014 and Regulation 18 of SEBI (LODR)Regulation 2015 the following is the current composition of Audit Committee:

Name of the Director Status Category
Mr.P.Venkatesh Chairman Non-Executive Independent Director
Mr. Jayaramrangan Member Non-Executive Independent Director
Dr. P.K.Aravindan Member Non-Executive Independent Director
Mr. K.E.C.Raja Kumar Member

Non-Executive Nominee Director

Mrs. Hastha Shivaramakrishnan Member Non-Executive Independent Director

The Board has accepted all the recommendations provided by the Audit Committee.

26 VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a vigil mechanism/whistle blower Policy to deal with instance of fraudand mismanagement if any. The details of the vigil mechanism Policy is explained in theCorporate Governance Report and also posted on the website of the Company.

27 PARTICULARS OF CONTRACTS OR ARRAGEMENTS WITH RELATED PARTIES REFERRED TO INSECTION 188(1) OF THE COMPANIES ACT 2013:

All related party transactions that were entered into during the financial year were onan arm’s length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. The Company is in the process ofdeveloping a Related Party Transactions Manual Standard Operating Procedures for purposeof identification and monitoring of such transactions. None of the Directors has anypecuniary relationships or transactions vis--vis the Company. Particulars of Contractsor arrangement with related parties referred to in Section 188(1) of the Companies Act2013 in the prescribed Form AOC-2 is appended as Annexure "D" to theBoard’s Report.

28 ENHANCING SHAREHOLDER VALUE

Your Company believes that its Members are among its most important stakeholders.Accordingly your company’s operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your company is also committed to creating value for its other stakeholders byensuring its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.

29 EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure E".

30 GREEN INITIATIVES

During fiscal 2014-15 we started a sustainability initiative with the aim of goinggreen and minimizing our impact on the environment. This year we are publishing only thestatutory disclosures in the print version of the Annual Report. Additional information isavailable on our website www.ccclindia.com.

Electronic copies of the Annual Report 2016-17 and Notice of the 20th Annual GeneralMeeting are sent to all the members whose email addresses are registered with theCompany/Depository Participant(s). For members who have not registered their emailaddresses physical copies of the Annual Report 2017 and the Notice of 20th Annual GeneralMeeting are sent in the permitted mode. Members requiring physical copies can send arequest to the Company.

31 ACKNOWLEDGEMENT

The Board of Directors of the Company wishes to express their deep sense ofappreciation and offer their sincere thanks to all the Shareholders of the Company fortheir unstinted support to the Company.

The Board also wishes to express their sincere thanks to all the esteemed Customers fortheir support to the Company’s business.

The Board would also like to place on record their deep sense of gratitude to thevarious Central and State Government Departments Organizations and Agencies for thecontinued help and co-operation extended by them.

The Directors also gratefully acknowledge and thank all financial institutions andbanks for their timely support in restructuring the Company’s debt under theSustainable Structuring of Stressed Assets (S4A) recently approved by the lenders andfailing which the Company would have succumbed to the recession faced by the ConstructionIndustry.

In the end the Board would like to place on record their deep sense of appreciation toall the executives officers employees staff members and workers at the various sites.

For and on behalf of the Board of Directors
R.Sarabeswar S.Sivaramakrishnan
Place: Chennai Chairman Managing Director
Date: August 22 2017 (DIN: 00435318) (DIN: 00431791)

ANNEXURE "A" TO DIRECTORS REPORT

Form AOC-1 - Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)

Part "A": Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in Rs. )

Sl. No Particulars Consolidated Interiors Limited (CIL) Noble Consolidated Glazings Ltd. CCCL Infrastructure Ltd. CCCL Pearl City Food Port SEZ Ltd. Delhi South Extension Car Park Ltd. CCCL Power Infrastructure Ltd.
1. Reporting period for the subsidiary concerned if different from the holding company’s reporting period 31st March 2017 31st March 2017 31st March 2017 31st March 2017 31st March 2017 31st March 2017
2 Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries INR INR INR INR INR INR
3 Share capital 67784500 16500060 229100060 500000 45000000 500000
4 Reserves & surplus (199306071) (572605717) (150844807) (105318615) (38464207) (60440825)
5 Total assets 72756290 98297398 958799143 329865975 21560380 114178
6 Total Liabilities 72756290 98297398 958799143 329865975 21560380 114178
7 Investments - - - - - -
8 Turnover - 22726049 92853891 4957617 - -
9 Profit (Loss) before taxation (15480160) (14.75.06.859) (39014399) (29406536) (72987) (1.02.497)
10 Provision for taxation/Tax Expense - - - - - -
11 Profit (Loss) after taxation (15480160) (147506859) (39014399) (29406536) (72987) (102497)
12 Proposed Dividend 0 0 0 0 0 0
13 % of shareholding 99.% 99.% 99% Nil 99% 99.%

Part "B": Associates and Joint Ventures

Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures

Name of associates/Joint Ventures Yuga Builders - Integrated Joint Venture
Unincorporated Resident in India
Latest audited Balance Sheet Date 31.03.2017
Shares of Associate/Joint Ventures held by the company on the year end NIL
No. 0
Amount of Investment in Associates/Joint Venture Rs.500000/-
Extend of Holding% 50%
Description of how there is significant influence Partnership
Reason why the associate/joint venture is not consolidated NA
Net worth attributable to shareholding as per latest audited Balance Sheet Rs.(19428262)/-
Profit/Loss for the year
i. Considered in Consolidation
ii. Not Considered in Consolidation -

1. Names of associates or joint ventures which are yet to commence operations.

2. Names of associates or joint ventures which have been liquidated or sold during theyear.

For and on behalf of the Board of Directors
Place: Chennai R.Sarabeswar S.Sivaramakrishnan
Date: August 22 2017 Chairman Managing Director
CELL: 9444376560 (DIN: 00435318) (DIN: 00431791)