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Capacite Infraprojects Ltd.

BSE: 540710 Sector: Infrastructure
NSE: CAPACITE ISIN Code: INE264T01014
BSE 15:57 | 19 Jan 387.80 0.60
(0.15%)
OPEN

388.30

HIGH

394.75

LOW

382.05

NSE 15:56 | 19 Jan 388.95 1.90
(0.49%)
OPEN

390.95

HIGH

394.05

LOW

382.00

OPEN 388.30
PREVIOUS CLOSE 387.20
VOLUME 42437
52-Week high 437.40
52-Week low 326.10
P/E 37.98
Mkt Cap.(Rs cr) 2,633
Buy Price 387.80
Buy Qty 314.00
Sell Price 0.00
Sell Qty 0.00
OPEN 388.30
CLOSE 387.20
VOLUME 42437
52-Week high 437.40
52-Week low 326.10
P/E 37.98
Mkt Cap.(Rs cr) 2,633
Buy Price 387.80
Buy Qty 314.00
Sell Price 0.00
Sell Qty 0.00

Capacite Infraprojects Ltd. (CAPACITE) - Director Report

Company director report

TO THE MEMBERS OF CAPACIT'E INFRAPROJECTS LIMITED

Your Directors have pleasure in presenting Fifth Annual Report of the Company alongwiththe Audited Financial Statements for the financial year ended March 312017.

FINANCIAL PERFOMANCE SUMMARY

Financial Summary and performance highlights of the Company for the financial yearended March 312017 are as follows:

Standalone Basis

(' in Crores)

Particulars Year Ended March 31 2017 Year Ended March 31 2016
Revenue from Operations 1125.08 802.10
Other Income 14.86 12.87
Total Revenue 1139.94 814.97
Profit Before Depreciation Interest & Tax 165.06 112.59
Less: Depreciation 17.94 15.33
Less: Finance Cost / Interest 41.49 29.43
Profit before tax 105.63 67.83
Less: Provision for tax (including Deferred Tax) 36.31 24.26
Net Profit after Tax 69.32 43.57

Note: Previous year's figures have been regrouped/ rearranged wherever considerednecessary.

Consolidated Basis

(' in Crores)

Particulars Year Ended March 31 2017 Year Ended March 31 2016
Revenue from Operations 1157.04 851.43
Other Income 8.93 6.96
Total Revenue 1165.97 858.39
Profit Before Depreciation Interest & Tax 166.89 115.55
Less: Depreciation 18.15 15.68
Less: Finance Cost / Interest 42.14 31.60
Profit before tax 106.61 68.27
Less: Provision for tax (including Deferred Tax) 36.94 24.85
Net Profit after Tax 69.66 43.42
Add: Profit from Joint Venture --- ---
Profit for the year 69.66 43.42

Note: Previous year's figures have been regrouped/ rearranged wherever considerednecessary.

REVIEW OF OPERATIONS OF THE COMPANY:

The Company continues to be engaged in the activities pertaining to construction ofbuildings.There was no change in nature of the business of the Company.

Standalone: During the year ended March 31 2017 the Company has achieved a totalrevenue of ' 1139.94 Crore as compared to '814.97 Crores in the previous year registeringan increase of 39.87%. The Company has earned a Net Profit after Tax of ' 69.32 Crores asagainst ' 43.57 Crore in the previous year ended March 312016 with an increase of 59.10%.

Consolidated: During the year ended March 31 2017 the Company has achieved aconsolidated Total Revenue of ' 1165.97 Crore as compared to ' 858.39 Crore for theprevious year ended March 31 2016 registering an increase of 35.83%. The Company hasearned a Net Profit after Tax of ' 69.66 crore as against ' 43.42 crore in the previousyear ended March 312016.

SHARE CAPITAL:

During the year under review the Company issued and allotted 34538298 Equity sharesof face value of ' 10 each as bonus Shares in the ratio of 6:1 (Six Equity Shares forevery One Held) held by shareholders as on the record date .

The Company also allotted 649322 Compulsorily Convertible Preference Shares (CCPS) of' 20 each at an issue price of '924.04 (including premium of ' 904.04 per share pursuantto Shareholders Agreement (SHA) and Share Subscription Agreement (SSA) dated September 022016.

DIVIDEND:

Your Company declared and paid interim dividend of ' 0.50 (5%) per Equity share of FaceValue of ' 10 each and ' 3.5 per compulsory convertible preference share of face value of' 20/- each for the period ended on December 31 2016 under review in the month of April2017 The total dividend outflow was '1.35 Crore and dividend distribution tax thereon waspaid by the Company to the extent of ' 0.54 Crore.

OUTLOOK:

There is huge potential in building construction industry and accordingly we intend to:

• Expand in the mass housing segment

• Expand our presence in cities with high growth potential

• Undertake projects on a design - build basis

• Increase our focus on and execute greater number of projects on a lock-and-keybasis

• Bid for and undertake projects in the public sector

• Capitalise on changes in the construction industry that will arise on account ofthe implementation of the RERD Act

DIRECTORS:

• Appointment:

During the year under review on the recommendation of Nomination and RemunerationCommittee ("NRC") and in accordance with provisions of Section 161 of the Act2013 Mr. Siddharath Parekh was appointed as an Investor/

Nominee Director w. e. f. October 18 2016 pursuant to Shareholders Agreement (SHA) andShare Subscription Agreement (SSA) on behalf of Series B CCPS Investors.

• Re- Appointment:

Mr. Rahul Katyal Managing Director is proposed to be reappointed with effect fromSeptember 4 2017 to September 3 2022

Mr. Subir Malhotra Executive Director retires by rotation pursuant to provisions ofSection 152 (6) of the Companies Act 2013 and the Articles of Association of the Companyand being eligible offers himself for re-appointment.

Attention of the Members is invited to the relevant items in the Notice of the AGM andthe Explanatory Statement thereto.

• Independent Directors:

The term of Appointment Mrs. Rupa Vora as Independent Director expired during the yearwhich is renewed for further period of 1 year with effect from November 1 2016 andmembers are requested to consider the same.

The Company has received declarations from Independent Directors that they meet withthe criteria of independence as prescribed under Section 149(6) of the Companies Act2013.

• Resignation

During the year under review Mr. Narayanan Neelakanteswaran has resigned as ExecutiveDirector from the services of the Company with effect from February 13 2017.

KEY MANAGERIAL PERSONNEL (KMPs)

During the year under review The following Executives Directors/ Officials aredisclosed as KMPs of the Company:

Mr. Rahul Katyal : Managing Director

Mr. Rohit Katyal : Executive Director & Chief Financial

Officer

Mr. Subir Malhotra : Executive Director

Mr.Narayanan Executive Director (resigned

Neelakanteswaran : w.e.f February 132017)

Ms. Sai Kedar Katkar : Company Secretary

NO. OF BOARD MEETINGS:

During the year the Board of Directors met 14 times. The details of Board Meetings areprovided in the Corporate Governance Report section of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of the provisions of Section 135 of the Companies Act 2013 and the Rulesframed thereunder the company has formulated a policy on Corporate Social Responsibility(CSR) and has also constituted a CSR Committee to recommend and monitor expenditure onCSR. The Board of Directors has

constituted a CSR Committee which comprises of:

Sr. Name of Director Designation Position held in

No. CSR

Committee

i) Mr. Rohit Katyal Executive Chairman

Director &

CFO

ii) Mr. Deepak Mitra Independent Member

Director

iii) Mrs. Rupa Vora Independent Member

Director

iii) Mr. Sumeet Nominee Member

Nindrajog Director

iv) Mr. Siddharth Parekh Nominee Observer

Director

v) Ms. Sai Kedar Katkar Company Secretary

Secretary

The Company has also framed a CSR Policy in compliance with the provisions of theCompanies Act 2013 and content of the same is placed on the Company's website at www.capacite.in

The CSR Policy provides about areas of activities thrust area types of projectsprograms modes of undertaking projects / programs process approval resources etc.

Your Company has spent ' 4.50 lakh on the CSR activities based on requirements ofSection 135 of the Companies Act 2013. Company has formed a trust named "Capacit'eFoundation" and company intends to spend in a phased manner in future uponidentification of suitable projects within the Company's CSR Policy.

RISK MANAGEMENT POLICY:

The company has formulated a structured Risk Management Policy and has also constituteda Risk Management Committee to safeguard the Company from various risks through adequateand timely actions. The Risk Management Committee comprises of:

Sr. Name of Director Designation Position held in No. Risk

Management

Committee

i) Mr. Rohit Katyal Executive Chairman

Director &

CFO

ii) Mr. Rahul Katyal Independent Member

Director

iii) Mr. Sumeet Nindrajog Nominee Member

Director

iv) Mr. Siddharth Parekh Nominee Observer

Director

v) Ms. Sai Kedar Katkar Company Secretary

Secretary

NOMINATION AND REMUNERATION POLICY:

The Board on recommendation of the Nomination and Remuneration Committee has framed aNomination and Remuneration Policy. The salient features of the policy are given in theCorporate Governance Report section of this Annual Report.

POLICY FOR PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE:

The Company has formulated code of cunduct against sexual harassment and also a policyin accordance with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and has constituted Committee. TheCommittee comprises of:

Sr. Name No. Designation Position held in Committee
i) Mrs. Sarojini Sharma President- HR Presiding

Officer

ii) Mr. Rohit Katyal Executive Director & CFO Member
iii) Ms. Sai Kedar Katkar Company Secretary & Compliance Officer Member
iv) Mr. Vishal Phal Legal Consultant Member

*Mrs. Sarojini Sharma was appointed as a presiding officer pursuant to resignation ofMrs. Usha Iyengar Asst. Vice Head HR and former Presiding officer and Mr. Rohit KatyalExecutive Director & CFO was appointed as a Member pursuant to resignation of Mr.Narayanan Neelakanteswaran Executive Director & former member of the Committee Duringthe year under review one case was reported in the nature of sexual harassment atworkplace of the Company which occurred as a result of an act by a third party.Appropriate action against the relevant person is taken by the Company.

FIXED DEPOSITS:

The Company has not accepted any deposits from the public falling in the ambit ofSection 73 of the Act and The Companies (Acceptance of Deposits) Rules 2014.

CONSOLIDATED FINANCIAL STATEMENTS:

As required under the Companies Act 2013 consolidated financial statements of theCompany and its subsidiaries prepared in accordance with Accounting Standard 21 issued bythe Institute of Chartered Accountants of India form part of the Annual Report and arereflected in the consolidated financial statements of the Company. Pursuant to Section129(3) of the Act a statement containing the salient features of the financial statementsof the subsidiary companies is attached to the financial statements in Form AOC-1. TheCompany will make available the said financial statements and related detailed informationof the subsidiary companies upon the request by any member of the Company or itssubsidiary companies.

SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES

Subsidiary Company:

The Company continue to have two Subsidiary Companies as on March 312017 as disclosedin the financial statements namely M/s CIPL PPSL Yongnam Joint Venture ConstructionsPrivate limited and M/s Capacit'e Engineering Private Limited.

Further during the year Company purchased entire stake of CIPL PPSL Yongnam JointVenture Constructions Private limited (CIPL PPSL Yongnam) from Capacit'e StructuresLimited and thus CIPL PPSL Yongnam became wholly owned subsidiary of the Company.

Capacit'e Engineering Private Limited ceased to be subsidiary of the Company w.e.f.April 1 2017 as the company transferred its entire stake to Capacit'e Ventures PrivateLimited on April 1 2017.

Further details pursuant to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014) are mentioned in Annexure-I

Joint Venture and Associate Company:

During the year Company did not have any Associate Company. Following is the JointVentures of the Company:

• PPSL-Capacite JV

PARTICULARS OF LOANS GUARANTEES OR

INVESTMENTS:

Particulars of Loans Guarantees or Investments under Section 186 of the Companies Act2013 are given in the Notes forming part of the Financial Statements for the year endedMarch 312017.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were onan arm's length basis and in the ordinary course of business.

All Related Party Transactions were placed before the Audit Committee for approval.Particulars of arrangements with related parties as referred to in Section 188(1) of theCompanies Act 2013 for the Financial Year 2016-2017 are given in prescribed Form AOC - 2which is annexed as Annexure II.

The policy on Related Party Transactions as recommended by Audit Committee and asapproved by the Board is uploaded on the Company's website www.capacite.in .

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars under Section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 to the extent applicable to the Company is given in theprescribed format as Annexure III

EXTRACT OF ANNUAL RETURN:

As provided under Section 92(3) of the Act the details forming part of the extract ofthe Annual Return is annexed herewith in Form MGT 9 as Annexure IV

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism for Directors & employees throughVigil Mechanism Policy. The details of the policy are posted on the Company's Websitewww.capacite.in

INTERNAL FINANCIAL CONTROLS

Adequate internal financial control system and checks are in place commensurate withthe size of the Company and nature of its business.

ANNUAL EVALUATION BY THE BOARD:

The Board of Directors of the Company has put in place evaluation of its ownperformance its committees and individual Directors. The result of the evaluation issatisfactory and adequate and meets with the requirements of the Company.

PARTICULARS OF EMPLOYEES:

The information on employees who were in receipt of remuneration of not less than '60lakhs during the year or ' 5 lakhs per month during any part of the said year as requiredunder Section 197(12) of the Act read with Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in the Annexure forming partof the Report.

STATUTORY AUDITORS:

There are no qualifications reservations adverse remarks or disclaimers made in theAuditors' Report on the Financial Statements of the Company for the Financial Year ended31st March 2017.

During the year under review the Auditors have not reported any matter u/s 143 (12) ofthe Companies Act 2013

At the 4th Annual General Meeting held on September 30 2016 the membershave appointed M/s. SRBC & CO. LLP Chartered Accountants as Statutory Auditors ofthe Company for a period of 5 years subject to ratification by shareholders at everyAnnual General Meeting. The Board recommend ratification of the appointment of M/s. SRBC& CO. LLP at ensuing AGM.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 read with Section 134(3) of the CompaniesAct 2013 M/s. Parmy Kamani & Co Practicing Company Secretaries (Membership NumberA- 27788) had been appointed to issue Secretarial Audit Report for the financial yearended March 312017.

The Secretarial Audit Report issued by M/s Parmy Kamani & Co Practicing CompanySecretaries in Form MR-3 for the financial year ended March 31 2017 forms part to thisreport. The said report does not contain any qualification reservation or adverse remarksor disclaimer.

COST AUDIT:

Pursuant to the provisions of Section 148 of the Companies Act 2013 read withNotifications/Circulars issued by the Ministry of Corporate Affairs from time to time asper the recommendation of the Audit Committee the Board of Directors at their meetingdated June 21 2016 appointed M/s. Y. R. Doshi & Associates Cost Accountants as theCost Auditors of the Company for the financial year ended March 31 2017 for theapplicable Product Groups covered under the Companies (Cost Records and Audit)

Amendment Rules 2014 dated December 31 2014. The Cost Audit Report will be filedwithin the stipulated period of 180 days from the closure of the financial year.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended March 31 2017 the Board ofDirectors hereby confirms that:

a. in the preparation of the annual accounts the applicable accounting standards andSchedule III of the Companies Act 2013 have been followed and there are no materialdepartures; if any

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at March 312017 and of theprofit/loss of the Company for the financial year ended March 312017;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a ‘going concern'basis;

e. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively and

f. they have laid down internal financial controls which are followed by the companyand that such internal financial controls are adequate and are opening effectively.

MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of theCompany subsequent to the close of the Financial Year 2017 till the date of this report.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the Regulators or Courts or Tribunalwhich would impact the going concern status of the Company and its future operation.However Members attention is drawn to the Statement on Contingent Liabilities andcommitments in the Notes forming part of the Financial Statement.

OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2015 are furnished as under:

DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT 2013

During the year under review the Company has not issued any shares with differentialrights and hence no information as per provisions of Section 43(a)(ii) of the Act readwith Rule 4(4) of the Companies (Share Capital and Debenture) Rules 2015 is furnished.

DISCLOSURE UNDER SECTION 54(1)(d) OF THE COMPANIES ACT 2013

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13)of the Companies (Share Capital and Debenture) Rules 2015 is furnished.

DISCLOSURE UNDER SECTION 62(1)(b) OF THE COMPANIES ACT 2013

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1)(b) ofthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2015 isfurnished.

DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT 2013

During the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2015 is furnished.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to place on record their sincere appreciation forthe co-operation and assistance the Company has received from Banks and various GovernmentDepartments. The Board also places on record its appreciation of the devoted services ofthe employees support and co-operation extended by the valued business associates and thecontinuous patronage of the clients of the Company.

For and on behalf of the Board Rahul Katyal Managing Director DIN: 00253046 Rohit Katyal

Executive Director & CFO DIN: 00252944

June 13 2017 Mumbai