CCL INTERNATIONAL LIMITED
Your Directors have the pleasure in presenting the 24th Annual Report together withAudited Financial Statement of the Company for the Financial Year ended 31st March 2015
1. FINANCIAL RESULTS:
The working results of the company for the year under review are summarized as below
| || ||(Rs. In Lacs) |
|Particular ||Current Year 31 03.2015 ||Previous Year 31.03.2014 |
|Sales & Other Income ||9492.45 ||8019.52 |
|Profit Before Depreciation Interest & Tax ||390.99 ||310.70 |
|Less: || || |
|Interest ||112.09 ||58.09 |
|Depreciation & Amort ization ||127.89 ||113.43 |
|Profit/(Loss)Before Tax ||151.01 ||139.18 |
|Provisions || || |
|- Provision for Taxation ||30.21 ||28.12 |
|- Provision for Current yearDeferred Tax Liability ||18.11 ||11.90 |
|Profit/(Loss) after Tax ||102.69 ||99.15 |
|Appropriations || || |
|- Profit Brought Forward from Previous Year ||403.76 ||360.37 |
|- Excess Depreciation Charges adjusted in ||47.00 ||0.00 |
|Reserve & Surplus& Prior period Adjustment || || |
|- Proposed Dividend ||(47.98) ||(47.98) |
|- Corporate Dividend Tax (CDT) ||(7.78) ||(7.78) |
|Profit/(Loss) Carried to Balance Sheet ||497.69 ||403.76 |
2. COMPANY PERFORMANCE:
The year under review there has been a tremendous increase in the profitability. TheProfit after Tax is increased by 3.57% to Rs. 102.69 Lacs as compared to 99.15 Lacs in thelast year. As far as turnover of the Company is concerned there has been significantincrease during the year under review. The sales and other income have touched Rs. 9492.45Lacs showing an increase of 18.36% as compared to the previous year Rs. 8019.52 Lacs. Outof the disposable surplus of 403.76 Lacs a sum of Rs. 47.98 Lacs has been kept fordividend and Rs. 7.78 for Corporate Dividend Tax at the end of the year 2015.
Your directors are exploring the possibilities for diversification and expansion of thebusiness activities of the Company and are taking necessary steps accordingly.
3. BUSINESS OPERATIONS:
The year 2014-2015 has been a great year for the company in terms achieving the goalsset out in the beginning of the year. The company was not only able to carry out itscurrent ongoing projects in a very efficient manner but was also able to acquire newprojects in a range of field. In the 2014-15 year the company majorly focused on itsinfrastructure sector. The directors feel immense pleasure in stating that the company nowhas a good foot hold in the infrastructure development industry with its many projectsgoing on in the state of Meghalaya Assam and Mizoram & Nagaland etc. It's a proudmoment for the Company knowing that our efforts are being appreciated and recognized allover the nation and even outside India.
This year company has decided to be an EPC contractor using German Technology edge ofRoad Construction. The company has decided bid for numerous of projects like NHIDCL NHAI& MORTH all over country.
Our other business being Trading of Steels NonFerrous Metals Fabrics Cements havealso proved to be profitable for the company. It is needed to be pointed out that duringthe relevant previous year revenue generation from the Trading sector was significantlyhigher if compared with revenue generation from Infrastructure sector even when therevenue collected from the Infrastructure sector has increased from previous year.
The Directors have proved in the past that they believe in diversification in doingbusiness as the company is already involved in various business. Further the company hasstepped in power distribution sector for construction of 132220KV substation in U.P.& Bihar. This shows company's growth in different sectors of Infrastructure Power andIrrigation etc.
The Directors and the management are tremendously proud of its employees for continuingto perform their duties in such a balanced nature making it possible for the company tosmoothly perform its operational activities. Other factors which contributed for smoothperformance of companies operational activities can be noted to be better pricerealization richer product mix and effective & efficient work efforts. During therelevant previous year 2014-2015 the Company's operating and financial performance hasestablished a new milestone. Also as required under the Accounting Standards segment-wisefinancial statements and calculation of earnings per share is made a part of the AnnualReport.
1. CHIRAWA COMMODITIES
The company is consistently working in the field of trading of Iron & Steel CottonFabrics etc. We offer durable and high Strength angles of all sizes which is alsoavailable as per client specification. Our products range includes: Angle Beams ChannelTMT HR Coil & Sheets etc. Our range is available at industry leading to our clients.
We want to inform you that the Company feels great pleasure to have been able toachieve this consistency in its work efforts and ethics.
2. CORE CONCRETE PRODUCTS
Concrete Pipes are one of the very important elements in every infrastructureestablishment and we feel proud to have been able to contribute in this process byproviding good quality Concrete pipes. The company has now successfully completed one yearof manufacturing & supplying of concrete pipes.
We are amongst one of the well known Suppliers of a huge array of Industrial RCC Pipesused in diverse purposes such as under railway tracks roads culverts sewerage &national highways.
We also provide a wide range of RCC Hume Pipes RCC Polyethylene Lined Pipes & RCCJacking Pipes which are listed below:
RCC Hume Pipes having diameter ranging from 150 mm to 2400 mm.
Class Specifications are: NP2 NP3 and Np4.
The RCC Polyethylene Pipes having diameters ranging from 600mm to 1800mm and hasa difference of 200mm.
The RCC Jacking Pipes manufactured by us is of superior quality and comes indiameter variations of 600mm to 1800mm.
These pipes find application in Rs.ields that are mentioned below:
Trench less lying of Water Lines
These pipes are manufactured by the process of Vibration Vertical Casting Technologyand are lined by P.E. of thickness that ranges from 1.5mm to 3mm.
3. CRETEROADS CONSTRUCTION
The Infrastructure Development Division of the company is called by the name CRETEROADCONSTRUCTION. This division focuses on the construction/re-construction and designing/re-designing of new as well as existing roads. For the purposes of such constructions companyuses highly distinguished German Technology called EVOCRETE.
Evo Crete is a unique formulation which provides for modification of soilmaking it appropriate for road construction. It is used for complete solidification of anysoil type which has zero or negligible aggregates. Under this technology a mechanizedrecycler or as also called a soil stabilizer is used for integrating an additive to thesoil. Even a Ready Mix Cement plant tested & tried on more than 5.0 Million Sq. Metersworld over is being used as per road or pavement design leading to best in class ready touse traffic roads. In brief we can say that the German Technology provides for a soilstabilization technique which binds the soil with adequate quantity of cement and waterensuing in development of solid concrete slab.
We would also like to share the areas where we use the material named EvoCrete. A listof which is shown on the following page.
The Infrastructure division of the Company is mainly engaged in the construction ofpublic infrastructure development and due to this in the present time it has become amajor contributor towards the Company's revenues. The public infrastructure developmentprojects include construction of New Roads and Highways and repair work for those alreadyin existence as well as repairs and maintenance of other public works such as tollbridges high-rise buildings dams civil engineering structures soil highway pavementstunnels water containment structures sewers roofing and housing in India and nowabroad as well. This segment includes the mining construction and installation of utilitydistribution systems for water and sewer mains Construction of Pavement traffic signalsand highway lighting.
For Construction of Building the Company uses: cement concrete reinforcement bricksand mortars additives corrosion technology ceramics timber steel polymers glassfibers recycled materials and byproducts sealants adhesives.
We also want to share with our shareholders that the company has successfully baggedsome new projects overseas during the course of this year. We consider this a newachievement of the company and hope to complete these projects with full efficiency andeffectiveness.
4. Material Changes in Business Operations:
Firstly the company shifted its registered office from 30 Bharti Artist Colony MainVikas Marg New Delhi to M-4 Gupta Tower B 1/1 Commercial Complex Azadpur Delhi witheffect from 09.02.2015.
Secondly on 04.08.2015 the board had divested its entire stake of 50% OwnershipInterest held in M/s. Shree Bankey Behari RCC Products Private Limited.
5. Transfer to Reserve
During the year under review the company has not transferred any amount to GeneralReserve.
6. Number of Meeting of Board of Directors
Pursuant to Companies Act 2013 and the Rules framed there under 14 Board Meetingswere held in the financial year 2014-15. The details of the meeting are at CorporateGovernance Report forming part of this Annual Report.
7. Audit Committee
The Company had duly constituted Audit Committee. The composition of Audit committee isdisclosed in the Corporate Governance Report. The recommendations made by the AuditCommittee are accepted by the Board.
8. Fixed Deposits:
The Company has not accepted any deposits from public. There are no unclaimed or unpaiddeposits as on 31st March 2015.
9. .Particulars of Loans Guarantees or Investments under Section 186
The Details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statementsforming part of this Annual Report.
10. Adequacy of Internal Control System:
The company has proper and adequate system of Internal Control to monitor properrecording of transaction according to policies and procedures laid down by the company.The company regularly monitors that all regulatory guidelines are complied with at alllevels.
The Audit Committee constituted by the Board reviews the adequacy of Internal ControlSystem. The Internal Auditors' Report dealing with the internal control system isconsidered by the Audit Committee and appropriate actions are taken wherever deemednecessary.
Your Directors are pleased to recommend a Dividend of Rs. 0.05 per equity share (2.5%)for the FY'15 amounting to Rs. 47 98150 for approval of the Members.
A Dividend of Rs. 0.05 per equity share having face value of Rs. 2/- as recommended bythe Board if declared at the forthcoming Annual General Meeting will be paid to thosemembers on or before Thursday 29th October 2015 to those Members:
(a) Whose names appear as Beneficial Owners at the end of the business hours onMonday 21st September 2015 in the list of Beneficial Owners to be furnished by theDepositories (NSDL and CDSL) in respect of the shares held in electronic form; and
(b) Whose names appear as Members on the Company's Register of Members after givingeffect to valid Transfer requests in physical form lodged with the Company or itsRegistrar & Share Transfer Agent (RTA) on or before Monday 21st September 2015.
No tax at source shall be deducted from the dividend amount payable to the members.Corporate Dividend Tax will be paid by the company at the applicable rate on the totalamount of dividend payable by the company.
12. The details of Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo under Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014.
|A Conservation of Energ : || |
|(i) The steps taken or impact on conservation of energy ||Nil |
|(ii) The steps taken by the company for utilizing alternate sources of energy ||Nil |
|(iii) The capital investment on energy conservation equipments ||Nil |
|B Technology A bsorption: || |
|(i) The efforts made towards technology absorption ||N/A |
|(ii) The benefits derived like product improvement cost reduction product development or import substitution ||N/A |
|(iii) In case of imported technology (imported during the last three ye ars reckoned from the beginning of the financial year) ||N/A |
|a. The details of technology imported || |
|b. The year of import || |
|c. Whether the technology been ful ly absorbed || |
|d. If not fully absorbed areas where absorption has not taken place and the reasons thereof || |
|(iv) The expenditure incurred on Research and Development ||N/A |
C. Foreign Exchange Earnings and Outgo:
| || |
(Rs. In cr.)
| ||2014-15 ||2013-14 |
|a) Foreign Exchange earnings ||0.00 ||0.00 |
|b) Foreign Exchange outgo ||2.21 ||2.02 |
13. Details of Subsidiary/Joint Ventures/Associates
The company has not any subsidiary companies or joint venture. The details ofassociates companies are depicted as under:
|S No ||Name & Address of the Company ||CIN/GLN ||Holding/ Subsidiary/ Associate ||% of Shares held ||Applicable Section |
|1 ||Sybly Industries Limited ||L17111UP1988PLC009594 ||Associate ||21.49% ||2(6) |
|2 ||Shree Bankey Behari RCC Products Pvt. Limited ||U26922DL2008PTC179842 ||Associate ||50% ||2(6) |
|3 ||Dimension Consulting Private Limited ||U74120MH2012PTC227208 ||Associate ||30% ||2(6) |
Also there was no company which have become or ceased to be the subsidiaries/jointventures/associates company (ies) during the year.
14. Corporate Social Responsibility (CSR)
The CSR provisions were not applicable on the company during the year under review.
15. Directors & Key Managerial Personnel
Mr. Krishan Kumar Sharma has resigned from the directorship of the Company w.e.f06.09.2014 on reaching the retirement age under the guidelines for the retirement age ofDirectors adopted by the Company. The Directors wish to place on record their appreciationof the valuable services rendered by Mr. Krishan Kumar Sharma during his tenure asDirector of your Company.
Mr. Mukesh Kumar Sharma (DIN 03468219) who has been appointed by the Board ofDirectors as an Additional Director of the Company with effect from March 212015 and whoholds office upto the date of this Annual General Meeting of the Company in terms ofSection 161 of the Companies Act 2013.
Mr. Shivam Agrawal has been appointed as the Chief Financial Officer of the company bythe board of directors in its meeting on August 14 2015 as per the provisions ofCompanies Act 2013.
Mr. Devendra Kumar Tyagi (DIN 07070279) has resigned from the directorship of theCompany w.e.f September 12015.
16. Declaration by an Independent Director(s)
All the Independent Directors have given declaration regarding their compliance ofconditions of sub-section 6 of section 149 of the Companies Act 2013 in the first boardmeeting of the Fy 2014-15 as per the provisions of subsection 7 of section 149 of the saidAct. No independent director has been reappointed by the Company.
17. Prevention of Insider Trading:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board of Directors and the designated employees haveconfirmed compliance with the Code.
18. Significant and material orders
There are no significant and material order passed by the regulator or court ortribunal impacting the going concern status and operations of the company
19. Vigil Mechanism Policy
Details of Vigil Mechanism Policy is mentioned in Corporate Governance Report.
20. Risk Management
Details of development and implementation of Risk Management policy is mentioned inCorporate Governance Report.
21. Remuneration Policy
The Nomination and Remuneration ('NR') Committee of the Company has formulated a policyfor Director's KMP and other employees. They have also developed the criteria fordetermining qualifications positive attributes and independence of a Director andrecommend to the Board a policy relating to the remuneration for the Directors KeyManagerial Personnel and other employees.
The detail has been mentioned in Corporate Governance Report forming Part of the AnnualReport.
22. Annual Evaluation- Board and its Committees
The Nomination and Remuneration ('NR') Committee has laid proper criteria and procedureto evaluate and scrutinize performance of the Chairperson each Director (IncludingExecutive Non-Executive and Independent Director) of the Board as a whole and itsCommittee. The details has been mentioned in Corporate Governance Report forming Part ofthe Annual Report.
23. Policy against Sexual and Workplace harassment
The Company believes in providing opportunity and key positions to women professionals.It has been the Endeavour of the Group to encourage women professionals by creating properpolicies to tackle issues relating to safe and proper working conditions for them andcreate and maintain a healthy and conducive work environment free of discrimination.
During the year under review there were no case filed pursuant to the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal ) Act 2013.
24. Related Party Transactions:
None of the transactions with related parties falls under the scope of Section 188(1)of the Act.
25. Managerial Remuneration and Particulars of Employees
Details of Managerial remuneration required pursuant to Section 197 and Rule 5 (1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as Annexure-A.
As per Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 there is no employee in the Company who is Employed for full yearand in receipt of remuneration more than ' 6000000/- per year or part of the year andreceiving remuneration proportionately.
26. Extract of the Annual Return
As provided under Section 92(3) of the Act The extract of the Annual Return is givenin Annexure B in prescribed form MGT-9 which forms part of this report.
27. Auditors and Auditors' Report
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. KPMC & Associates Chartered Accountants (Firm Registration No. 005359C) whowere appointed as statutory auditors of the Company from the conclusion of the 23rd AnnualGeneral Meeting (AGM) of the Company held on September 30 2014 till the conclusion of the28th AGM to be held in the year 2019 subject to ratification of their appointment atevery AGM.
The notes to accounts appearing in the schedule and referred to in the Auditors' Reportare self explanatory.
28. Secretarial Audit Report
The Board had appointed M/s. Richa Gulati Practicing Company Secretaries Ghaziabad asSecretarial Auditor pursuant to the provisions of Section 204 of the Companies Act 2013.The Report of the Secretarial Auditor is annexed to the Report as per Annexure 'C'.
29. Listing with Stock Exchanges:
The Company is listed at Bombay Stock Exchange Ltd and Delhi Stock Exchange Ltd andconfirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE Ltd. wherethe Company's shares are listed.
30. Corporate Governance:
Your Company's Corporate Governance philosophy esteems from the belief that corporategovernance is a key element in improving efficiency transparency accountability andgrowth as well as enhancing investor's confidence.
The Company is committed to maintain the highest standards in Corporate Governance soas to ensure highest level of transparency to meet the stakeholders 's expectations. TheCorporate Governance Report for the year ended March 312015 forms part of this report asAnnexure- E.
A detailed analysis of the Company's performance is discussed in the ManagementDiscussion and Analysis Report annexed to this report and forms part of this Report.
31. Directors' Responsibility Statement:
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
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 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;
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; and
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Your directors take this opportunity to offer their sincere thanks and gratitude to:
1. The bankers of the company as well as other Financial Institutions for the financialfacilities and support.
2. Business associates vendors/contractors shareholders employees and esteemedclients for their unstinted support and assistance.
The Board also takes this opportunity to express their sincere appreciation of theefforts put in by the employees at all levels for achieving the results and hopes thatthey would continue their sincere and dedicated endeavors towards achieving better workingresults during the current year.
| ||By Order of the Board of Director |
|Place : Delhi ||(RAMA GUPTA) |
|Dated : 02.09.2015 ||Managing Director |
Pursuant to Section 197 and Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014
|Sl. No ||Requirement ||Disclosure |
|1. ||The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2014-15; ||Only Mr. Akash Gupta (Executive Director of the company) is drawing salary of 50000/- pm No other director was remunerating. Hence Ratio of Remuneration of Director v/s Median Employee Remuneration is 6.2:1. |
|2. ||The percentage increase in remuneration of ||a. Directors -Nil |
| ||each director Chief Financial Officer Chief ||b. MD -Nil |
| ||Executive Officer Company Secretary or ||c. CEO -Nil |
| ||Manager if any in the financial year; ||d. Company Secretary - 15% |
| || ||e. Manager -NA |
|3. ||The percentage increase in the median remuneration of employees in the financial year; ||The median remuneration of the employees in the financial year was increased by 14.29% |
|4. ||The number of permanent employees on the rolls of company; ||There were 87 employees in the Company as on March 312015 |
|5. ||The explanation on the relationship between average increase in remuneration and company performance; ||The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects company performance the performance pay is linked to organization performance. |
|6. ||Comparison of the remuneration of the Key Managerial Personnel against the performance of the company; ||For the FY 2014-15 KMPs were paid approximately 5.80% of the profit before tax. |
| ||Variations in the market capitalisation of the company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies ||Particular ||As on 31.03.2015 ||As on 31.03.2014 ||Variation |
| || ||Closing rate of share at BSE (Rs.) ||315.00 ||177.95 ||77.00% |
| || ||EPS (Rs.) ||0.11 ||0.10 ||10.00% |
| || ||Market Capitalization^ lakhs) ||105.55 ||95.96 ||77.01% |
| || ||Price earnings ratio ||2863.00 ||1779.50 ||60.89% |
|7. ||Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; ||Average increment for Managerial Personnel : 2.14% |
| || ||Average Increment for non Managerial Personnel: 10.01% |
| || ||No exceptional increase given for any managerial personnel |
|8. ||Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company; ||Only Mr. Akash Gupta (Executive Director of the company) is drawing salary of 50000/- pm No other director was remunerating. |
|9. ||The key parameters for any variable component of remuneration availed by the directors; ||NA |
|10. ||The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year; and ||NA |
|11. ||The remuneration is as per the remuneration policy of the company. || |