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C & C Constructions Ltd.

BSE: 532813 Sector: Infrastructure
NSE: CANDC ISIN Code: INE874H01015
BSE LIVE 13:17 | 23 Feb 25.70 1.40






NSE LIVE 13:17 | 23 Feb 26.00 1.80






OPEN 24.40
VOLUME 86764
52-Week high 29.50
52-Week low 8.12
Mkt Cap.(Rs cr) 65.41
Buy Price 25.70
Buy Qty 107.00
Sell Price 25.95
Sell Qty 100.00
OPEN 24.40
CLOSE 24.30
VOLUME 86764
52-Week high 29.50
52-Week low 8.12
Mkt Cap.(Rs cr) 65.41
Buy Price 25.70
Buy Qty 107.00
Sell Price 25.95
Sell Qty 100.00

C & C Constructions Ltd. (CANDC) - Director Report

Company director report

Dear Shareholders

Your Directors hereby present the 19th annual report along with the audited accounts ofyour Company for the year ended 30 June 2015.


Your Company’s financial performance during the financial year 2014-2015 issummarized below:-

(Rs. in Crore)
2014-15 2013-14
Gross sales 1013.43 1282.53
Total income 1043.89 1307.22
Profit before interest depreciation and taxation 51.90 154.55
Interest 162.77 173.87
Profit/(Loss) before depreciation and taxation (110.87) (19.32)
Depreciation 56.00 35.69
Net profit/(loss) before taxation (183.07) (60.09)
Taxation (6.88) 16.96
Net profit/ (loss) (189.95) (77.05)
Profit/ (loss)brought forward from last year (115.24) (38.19)
Profit available for appropriations (305.19) (115.24)
Dividend on equity shares 0.00 0.00
Corporate dividend tax 0.00 0.00
Balance carried to balance sheet (305.19) (115.24)
Total (305.19) (115.24)
EPS in Rs. (74.65) (30.28)


In view of the loss incurred during the year the Board regrets its inability to declareany dividend for the year ended 30th June 2015.


The Turnover of the Company on a Standalone basis stood at Rs.1013.43 crore as comparedto the Turnover of Rs. 1282.53 crore for the previous year. The annualized percentagedecrease in the Turnover over the previous year’s Turnover amounted to 20.98%. TheCompany posted a Net Loss of Rs. 189.95 crore for the year under review as against a NetLoss of Rs. 77.05 crore for the previous year. The increase in the losses was mainlyattributable to lower turnover.

The infrastructure segment continued to be sluggish due to policy inaction andliquidity constraints. Project execution continued to be slow due to delays in funding.Interest and Finance costs continued to be high. The backlog at stalled project sitescreated due to severe liquidity crisis continued to adversely affect project execution.The Company was affected due to resource crunch thereby widening the gap between theplanned outlay and actual spending.

The Company is under Corporate Debt Restructuring. Though we are working towardssteering the Company out of the framework of CDR order intake remains sluggish sincemany of the stalled projects are yet to be kick-started. Projects already awarded aregenerally progressing slowly due to various continuing problems on ground which remainunresolved over a period of time leading to cost escalations which remain unpaid. Allthese factors combined have led to a vicious cycle culminating in a pile up of debt andhigh consequential costs.

Your management has been striving hard and taking all efforts in ensuring repayment ofinterest due to CDR lenders. During the period under review the Company focused onrealizing long pending receivables arbitration awards retention moneys. Further also theCompany will have to continue focusing as before on sharply optimizing costs improvingproductivity and systematically monetizing its non-key assets for overcoming the liquiditycrisis. Our key priority is to deliver projects held up due to working capital shortageand sites that need to be expeditiously concluded. The Company is now concentrating onbidding projects relating to its core competency as also projects with high yieldingmargins.

With the Government’s helping hand and positive attitude we look forward to aphased economic revival and boosting of business confidence due to hard policy decisions.We are hoping the government will come up with a clear cut road-map for implementing thepolicies. The upturn in sentiment means roads ports and power projects will geton-stream. In addition to this there will also be expediting of stalled infrastructureprojects revival of investment climate and sorting of infrastructure clearances. Thegovernment is expected to provide an environment conducive for growth investments withmajor reforms in infrastructure sector enabling all-round growth.

Your Company has secured the following new orders during the year ended on 30 June2015:

a. Erection Stringing Testing and Commissioning of Transmission Line Package No.1A of UP BOOT Transmission Project

Contract value Rs. 31.10 crore

b. Civil works of Transmission Line Package No. 1A of UP BOOT Transmission Project

Contract value Rs. 24.18 crore

c. Erection Stringing Testing and Commissioning of Transmission Line Package No.5A and 6 of UP BOOT Transmission Project

Contract value Rs. 25.45 crore

d. Civil works of Transmission Line Package No. 5A and 6 of UP BOOT TransmissionProject

Contract value Rs. 54.33 crore

The total balance value of works on hand as on June 30 2015 is Rs. 2456 crore.


The Company has 6 subsidiaries and 2 associate companies within the meaning of Section2(87) and 2(6) of the Companies Act 2013 respectively (hereinafter referred as"Act). There has been no material change in nature of business of the Subsidiariesand Associates.

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statementsread with Accounting Standard AS-23 on Accounting for Investments in associates andAccounting Standard (AS) 27 on Financial Reporting of Interest in Joint ventures theaudited Consolidated Financial Statements for the financial year ended 30 June 2015 formpart of the Annual Report and Accounts.

Pursuant to Proviso to Section 129(3) of the Act a statement containing the briefdetails of performance and financials of the Subsidiary Associate Companies and JointVenture for the financial year ended March 31 2015 is attached to Financial Statementsof the Company.

The Board has adopted a policy for determining material subsidiaries of the Company asper the provisions of corporate governance clause of Listing agreement. The said policy ishosted at the Company’s website at the link subsidiaries


During the year under review there is no change in the share capital structure of theCompany.


In conformity with the provisions of the Listing Agreement the cash flow statement forthe year ended 30 June 2015 is included in the annual accounts.


During the year under the review Ms. Yogita Narhari Jadhav had been appointed asnominee director of India Venture Trust with effect from 28th January 2015 in place ofMr. Arun Kumar Purwar who had resigned with effect from 23rd January 2015 The Boardplaces on record its appreciation for the valuable guidance and services rendered by Mr.Arun Kumar Purwar during his association with the Company.

Pursuant to provisions of Section 152 of the companies Act 2013 Mr. Rajbir Singh (DIN00186632) and Mr. Charanbir Singh Sethi (DIN 00187032) retire by rotation at the ensuingAnnual General Meeting and being eligible offer themselves for reappointment.

Pursuant to provisions of Section 149 of the Act All the Independent Directors of thecompany gave declarations to the Company that they meet the criteria of independence asspecified under Section 149(6) of the Act and Clause 49 of the Listing agreement.

Brief resumes of Directors proposed to be appointed/ reappointed and other relevantinformation have been furnished in the Notice convening the Annual General Meeting.Appropriate resolutions for their appointment / re-appointment are proposed for approvalof the members at the Annual General Meeting.

Further during the year under review Mr. Tapash K. Majumdar Chief Financial Officer ofthe Company had resigned from the Company with effect from 30th January 2015.

Mr. Rajeev Dhingra has been appointed as Chief Financial Officer of the Company witheffect from 16th September 2015.



M/s ASG & Associates Chartered Accountants (FRN: 000389N) New Delhi wereappointed as Statutory Auditors of the company at the last Annual General Meeting to holdthe office from the conclusion of that meeting till the conclusion of the 21st AnnualGeneral Meeting to be held in the year 2017 subject to ratification by the members atevery AGM. The Board recommends the ratification of appointment of said auditors for thefinancial year 2015-16.

The Company has received a letter from the Statutory Auditors that their appointmentif made would be within the limits prescribed under the provisions of the Companies Act2013 and that they are not disqualified for re-appointment.

The Notes on Accounts referred to in the Auditors’ Report are self explanatory andtherefore do not call for any further comments.


As per provisions of Section 204 of the Act the Board of Directors of the companyappointed M/s. Santosh Kumar Pradhan Practicing Company Secretaries (C.P. No.: 7647) asSecretarial Auditors for the purpose of auditing the Secretarial activities of the Companyfor the financial year 2014-15. The Secretarial audit report issued by the said auditorshas been annexed to this report as ‘Annexure 1’.

On the observations made in the Secretarial Audit Report the proper steps are beingtaken by the Management so as to comply with the provisions.


As per provisions of Section 148 of the Act read with Rules made there under M/s.Pradeep Sud & Co. Practicing Cost Accountants (FRN. 100626) had been appointed asCost Auditor for the purpose of auditing the Cost accounting records maintained by thecompany for the year 2014-15.


During the year the Company did not accept any public deposits.


The Company’s core activity is civil construction which is not energy intensive.However your Company takes every effort to conserve the usage of power at its sites andoffices.

There is no information to be furnished regarding Technology Absorption as your Companyhas not undertaken any research and development activity in any manufacturing activity norany specific technology is obtained from any external sources which needs to be absorbedor adapted.

The particulars of expenditure and earnings in foreign currency are furnished in itemNos. 34 and 36 to Notes to Financial Statements.


A separate report on the Management discussion and analysis pursuant to Clause 49 ofthe Listing Agreement forms a part of this annual report. Please refer to the same for acomprehensive understanding of the prospects of the infrastructural segments andindustries catered to by your Company.


In pursuance of Clause 49 of the Listing Agreement entered into with the stockexchanges a separate section on Corporate Governance has been incorporated in the annualreport for the information of the shareholders. A certificate from the Auditors of theCompany regarding compliance of the conditions of Corporate Governance as stipulated underthe said Clause 49 also forms a part of this annual report.


As per the provisions of Section 135 of the Act the Company has constituted the CSRcommittee to formulate implement and monitor the CSR Policy of the Company. However asthe Company does not have average net profits for the three immediately precedingfinancial years the Section 135(5) of the Act pertaining to spending of 2% of average netprofits of the company for immediately preceding three financial years and disclosurerequired to be given under Section 135(5) of the Act and Rule 8 of Companies (CorporateSocial Responsibility Policy) Rules 2014 are not applicable to the Company for thefinancial year 2014-15.


In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noneof the employees of the Company has drawn remuneration in excess of the limits set out inthe said rules.

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 has been annexed to this report as ‘Annexure2’.


Four meetings of the Board of Directors were held during the year under review. Fordetails of the meetings of the Board please refer to the Corporate Governance Reportwhich forms part of this report. The details of the familiarization Programmes forIndependent Directors are hosted on Company’s website at the link ?page=Familiarisation_Programme


Pursuant to provisions of Companies Act and Corporate governance clause of ListingAgreement the Nomination and Remuneration Committee laid down the criteria forperformance evaluation of the Individual Directors the Board and its Committees.Accordingly the Board of Directors has carried out an annual evaluation of its ownperformance its committees and individual directors.

The performance of the Board was evaluated based on powerful and valuable feedback forimproving the board effectiveness maximizing strengths and highlighting areas for furtherdevelopment. The performance of the Committees was evaluated by the Board by consideringthe effective recommendations made by the Committees from time to time to the Board ofthe Directors of the Company and effectiveness of Committee meetings etc.

Details of Company’s policy on Directors appointment and remuneration includingcriteria for determining qualifications etc. have given under Corporate GovernanceSection. The Board and the Nomination and Remuneration Committee reviewed the performanceof the individual directors by considering the contribution of the individual directors tothe Board and Committee meetings preparedness on the issues to be discussed meaningfuland constructive contribution and inputs in meetings relationship with fellow boardmembers willing to devote time and effort to understand the Company and its business etc.

As per Schedule IV of the Act Independent Directors of the Company at a separatemeeting evaluated the performance of non-independent directors the Board as a whole andthe Chairman of the company taking into account the views of executive and non-executivedirectors. Independent Directors also reviewed the quality quantity and timeliness offlow of information between management of the Company and the Board for the effectiveperformance of the board.


The particulars of loans investments made and guarantees issued under Section 186 ofthe Act during year under review are provided in notes to financial statements whichforms part of this Report.


As per the provisions of the Act and Clause 49 of the Listing agreement the Companyhas formulated a policy on Related party transactions to ensure the transparency intransactions between the company and related parties. The said RTP Policy is alsoavailable at Company’s website at the link transcation_policy

All Related Party Transactions entered by the Company during the year under review werein ordinary course of business and on Arm’s length basis. There were no materiallysignificant related party transactions entered by the company during year under review.

Since all the related party transactions entered into by the Company were in ordinarycourse of business and were on Arm’s length basis disclosure in form AOC-2 asrequired under Section 134(3)(h) of the Act is not applicable.


The company has established Risk Management process to manage risks with the objectiveof maximizing shareholders value. The details of various risks that are being faced by theCompany are provided in Management Discussion and Analysis Report which forms part ofthis Report.


The Board has adopted a Whistle Blower Policy as stipulated under Section 177(9) of theAct and Clause 49 of the Listing agreement to report the genuine concerns of the employeesand Directors. Protected disclosures can be made by the employees of the company and canalso have access to the Chairman of Audit Committee.

The Whistle Blower Policy adopted by the Board has been hosted on Company’swebsite at the link http://


The Extract of Annual Return of the company as provided under section 92(3) of the Actis annexed to this Report as ‘Annexure 3’.


There are no significant and material orders passed by the regulators or tribunalsimpacting the going concern status and Company’s operations in future.

No cases were filed pursuant to the Sexual Harassment of Women at work Place(Prevention Prohibition and Redressal) Act 2013 during the year under review.


Pursuant to the provisions of Section 134(5) of the Act the Board of Directors herebystate that:

(a) in preparation of annual accounts the applicable accounting standards have beenfollowed 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 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 in the case of a listed company had laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and were operating effectively.

(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.


The Company has during the year under review transferred a sum of Rs. 60910/- toInvestor Education and Protection Fund in compliance with the provisions of erstwhileSection 205C of the Companies Act 1956. The said amount represents the unpaid/ unclaimeddividend for the financial year 2006-07.


Your Directors take this opportunity to place on record their appreciation towardsbankers clients and all the business associates for their continuous support to theCompany and to the shareholders for the confidence reposed in the Company management andlook forward for the same in greater measure in the coming years. The Directors alsoconvey their appreciation to the employees at all levels for their enormous personalefforts as well as collective contribution.

By order of the Board

Gurjeet Singh Johar



Date: November 14 2015

Place: Gurgaon


Form No. MR-3



[Pursuant to Section 204(1) of the Companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]


The Members

C&C Constructions Limited

74 Hemkunt Colony

New Delhi-110048

I have conducted the Secretarial Audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by C&C ConstructionsLimited (hereinafter called the company). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on my verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 30th June 2015 (Audit Period)complied with the statutory provisions listed hereunder and also that the company hasproper Board-processes and compliance-mechanism in place to the extent in the manner andsubject to the reporting made herein after:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 30th June 2015according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition on Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 (Not Applicable as the Company has not issued anysecurities during the financial year);

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee stock Purchase Scheme) Guidelines 1999 (Not Applicable as the Company has notissued any Employee Stock Option securities during the financial year);

(e) The Securities and Exchange Board of India (Issue and listing of Debt Securities)Regulations 2008. The Securities and Exchange Board of India (Issue & Listing of DebtSecurities) Amendments Regulation 2012 and Listing Agreement of Debt Securities (NotApplicable as the Company has not issued any debt securities);

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 (Not Applicable as the Company has not de-listed its securitiesduring the Financial Year); and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 (Not Applicable as Company has not bought back any security during the FinancialYear).

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India(Notnotified till the end of the Financial Year and hence not applicable to the Company duringthe Audit Period).

(ii) The Listing Agreements entered into by the Company with Stock exchanges.

a. During the period under review the Company has complied with the provisionsof the Act Rules Regulations Guidelines standards etc. mentioned above except nonfiling of its Annual Accounts and Annual return for the financial year ended 30th June2014 non-filing of Cost Compliance report for the financial year ended 30th June 2014and non-filing of Form 5INV regarding the Statement of Unpaid and unclaimed amounts forthe financial year ended 30th June 2014.

b. During the year under review a fine of Rs. 9000/- had been imposed on theCompany by National Stock Exchange for late submission of Annual Report.

I further report that based on the information provided by the Company in myopinion adequate systems processes and control mechanism exist in the Company to monitor& ensure compliance with applicable General laws like Labour Laws Competition law& Environmental laws.

I further report that the compliance by the Company of applicable financial lawslike Direct & Indirect Tax laws has not been reviewed in this Audit since the samehave been subject to review by Statutory Financial Auditor and other designatedprofessionals.

I further report that the Constitution of the Board of the Company was not properduring the financial year under review.

Adequate notice is given to all directors to schedule the Board Meetings. Agenda anddetailed notes on agenda were sent. All decisions at Board Meetings and Committee meetingsare carried out through majority decision and dissenting members views are captured andrecorded as part of the minutes.

I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that during the audit period the company has taken the followingdecisions which has a major bearing on the Company’s affair in pursuance of the abovereferred laws rules regulations guidelines standards etc. referred to above:

i. The borrowing limit of the Company was approved by the Shareholders of the Companyupto an amount of Rs. 1500 Crore (Rupees One Thousand Five Hundred Crore Only) underSection 180 (1)(c) of the Companies Act 2013 in the Annual General Meeting of the Companyheld on 23rd December 2014.

ii. The power was given to the Board by the Shareholders to create charge mortgagehypothecation on Companies movable and immovable properties under Section 180(1)(a) of theCompanies Act 2013 in the Annual General Meeting of the Company held on 23rd December2014.

For Santosh Kumar Pradhan

(Company Secretaries)

Santosh Kumar Pradhan

FCS No.: 6973

C P No.: 7647

Date : 14th November 2015

Place : Ghaziabad

Note : This report is to be read with our letter of even date which is annexed as‘ANNEXURE A’ and forms an integral part of this report.



The Members

C&C Constructions Limited

74 Hemkunt Colony

New Delhi-110048

Our report of even date is to be read along with this letter

1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these Secretarial records based onour audit.

2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we believe that theprocesses and practices we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

5. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For Santosh Kumar Pradhan

(Company Secretaries)

Santosh Kumar Pradhan

FCS No.: 6973

C P No.: 7647

Date: 14th November 2015

Place: Ghaziabad



(A) The Information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

1. Ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year; (Not applicable)

2. Percentage increase in remuneration of each director Chief Financial Officer ChiefExecutive Officer Company Secretary or Manager if any in the financial year; NIL

3. Percentage increase in the median remuneration of employees in the financial year- (Notapplicable)

4. Number of permanent employees on the rolls of company- 1126

5. Explanation on the relationship between average increase in remuneration and companyperformance; (Not applicable)

6. Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company;

Aggregate remuneration of key managerial personnel (KMP) in FY15 (Rs. in crore) 0.14
Revenue (Rs. in crore) 1043.89
Remuneration of KMPs (as % of revenue) 0.01
Profit before Tax (PBT) (Rs. in crore) -183.07
Remuneration of KMP (as % of PBT) -0.08

7. Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:

Particulars June 30 2015 June 30 2014 % Change
Market Capitalisation (Rs. in crore) 37.28 114.76 -67.51
Price Earnings Ratio -0.20 -1.49 -86.57

8. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the last publicoffer:

Particulars June 30 2015 Feb 2007 % Change
(Rs.) (Rs.)
Market Price per share (BSE Closing price) 14.45 291 -95.03
Market Price per share (NSE Closing price) 14.65 291 -95.03

9. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: (Notapplicable)

10. Key parameters for any variable component of remuneration availed by the directors:(Not applicable)

11. Ratio of the remuneration of the highest paid director to that of the employees whoare not directors but receive remuneration in excess of the highest paid director duringthe year: (Not applicable)

12. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow: (Not applicable)