CCL INTERNATIONAL LIMITED
Your Directors have the pleasure in presenting the 25th Annual Report togetherwith Audited Financial Statement of the Company for the Financial Year ended 31st March2016.
1. Financial Results:
The financial performance of your Company for the year ended March 31 2016 issummarized below :
(Rs. In Lacs)
|Particular ||Current Year ||Previous Year |
| ||31.03.2016 ||31.03.2015 |
|Sales & Other Income ||7900.23 ||9492.45 |
|Profit Before Depreciation Interest & Tax ||386.38 ||390.99 |
|Less: || || |
|Interest ||134.31 ||112.09 |
|Depreciation & Amortization ||126.65 ||127.89 |
|Profit/(Loss)Before Tax ||125.42 ||151.01 |
|Provisions || || |
|- Provision for Taxation ||29.15 ||30.21 |
|- Provision for Current y ear Deferred Tax Liability ||10.94 ||18.11 |
|Profit/(Loss) after Tax ||85.33 ||102.69 |
|Appropriations || || |
|- Profit Brought Forward from Previous Year ||497.69 ||403.76 |
|- Excess Depreciation Charges adjusted in Reserve & ||0.00 ||47.00 |
|Surplus& Prior period Adjustment || || |
|- Proposed Dividend ||47.98 ||(47.98) |
|- Corporate Dividend Tax (CDT) ||7.78 ||(7.78) |
|Profit/Loss Carried to Balance Sheet ||638.78 ||497.69 |
2. Company Performance:
During the year under review the Company's operating performance was maintained atsame level as that of previous financial year. The Net Sales reflects a marginal declineon account as the company is being focusing only on Infrastructure Division. The turnoverof the company in the year is Rs. 7900.23 Lacs as compared to Rs. 9492.45 Lacs in theprevious year. The profit before tax is Rs.125.42 Lacs (including exceptional item) ascompared to Rs.151.01 Lacs for the previous year.
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 company has in the year under the review picked up road related orders. Despite thecurrent uncertainties and challenges arise in the market conditions;the company hassuccessfully demonstrated strong value addition in the infrastructure sector. In the yearthe company has not only accomplished the ongoing projects in time being manner but alsoproficient to acquire various new and innovative projects in the field of InfrastructureSegment. The capital expenditure was principally on account of ongoing expansion projectsin the infrastructure development industry in the state of Meghalaya Assam Mizoram &Nagaland etc. The company feels proud in knowing that our continuing efforts are beingcherished and acknowledged all over the nation.
Our other business being Trading of Steels Non-Ferrous 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.
During the year the Company stepped in various other organizations like Border RoadOrganization and National Highways Authority of India which is expected to be moreprofilitabilty in infrastructure division in the coming months. With the commissioning ofthis endeavor the Company is being able to introduce German Technology in various regionswhich affect the goodwill and profitability of the company.
The Directors and the management placed on record the contribution made by ouremployees at all levels. Our consistent growth was made possible by their hard worksolidarity cooperation and support. Other factors which contributed for smoothperformance of companies operational activities can be noted to be better pricerealization richer product mix effective & efficient work efforts.
At present the company has focused on expanding its horizons into following divisions:
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. CRETEROADS CONSTRUCTION
The Infrastructure Development Division of the company is called by the name "CRETEROADSCONSTRUCTION". This division focuses on the construction/re-construction anddesigning/re-designing of new as well as existing roads bridges. For the purposes of suchconstructions company uses highly distinguished German Technology called "EVOCRETE!CCL".
The construction division holds a unique strength in Infrastructure field and famouslyknown by German Technology. Our collaborations with Evocrete Industries GMBH Germany fordesign and creation of every Soil roads be it rocky or clayey mountains make itswell-known engineered-company. We have achieved trust of every client helping us withorder book of more than Rs. 500 million.
"EvoCrete" is a unique formulation which provides for modification ofsoil making it appropriate for road construction. It is used for complete solidificationof any soil type which has zero or negligible aggregates. Under this technology amechanized recycler or as also called a soil stabilizer is used for integrating anadditive to the soil. Even a Ready Mix Cement plant tested & tried on more than 5.0Million Sq. Meters world over is being used as per road or pavement design leading to bestin class ready to use traffic roads. In brief we can say that the German Technologyprovides for a soil stabilization technique which binds the soil with adequate quantity ofcement and water ensuing in development of solid concrete slab.
The company began working with the German Technology in the year 2012-2013. Using thistechnology last year and since then the Company has bagged various infrastructuredevelopment projects operational in many parts of the country which are based on the sameGerman Technology. Evocrete! CCL has brilliantly used its management skills and expandedits reach to other field i.ereal estate and infrastructure development activities.
The company has expanded its horizons to undertake various other areas i.e low-costingprojects at affordable rates real estate & other infrastructure activities. Thecompany has experienced working in most difficult /risky parts of North-East to gainachievement.
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 bridgescivil engineering structures soil highway pavements water containment structuressewers roofing and housing in India.
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 during the course of this year. We consider this a new achievement ofthe company and hope to complete these projects with full efficiency and effectiveness.
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 Company has received Letters of Award (LoAs) for the following Projects in Indiafor the year 2015-16:
|S.No. ||Projects ||State ||Value |
|1. ||Sarupathar Naojan Bokajanghat road ||Assam ||19.19 Cr. |
|2. ||Hisar Sulemanki (NH-10) road ||Haryana ||3.65 Cr. |
4. Material Changes in Business Operations
On 04.08.2015 the board had divested its entire stake of 50% Ownership Interest heldin M/s. Shree Bankey Behari RCC Products Private Limited. Hence the business of tradingof concrete pipes has been closed.
During the year after being approved by shareholders the company has consolidatedevery 5 (Five) existing equity shares of nominal face value of Rs. 2/- (Rupees Two Only)each fully paid up into 1 (One) equity share of nominal face value of Rs. 10/- (Rupees TenOnly) each fully paid-up.
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 17 Board Meetingswere held in the financial year 2015-16. The details of the meeting are disclosed in theCorporate Governance Report forming part of this Annual Report.
7. Audit Committee
The Audit Committee of the Board of Directors of the Company is duly constituted inaccordance with the provisions of Sections 177 (8) of the Companies Act 2013 read withRule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules 2013 andRegulation 18 of SEBI (LODR) Regulations 2015. 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:
During the financial year 2015-16 your Company had not accepted any deposits withinthe meaning of the provisions of Section 73 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014.
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.
11. The details of Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo
The information on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo as stipulated under section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 is as follows:
Conservation of Energy & Technology Absorption:
The Company does not have any manufacturing facility the other particulars required tobe provided in terms of Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 are not applicable. Nevertheless during the periodthe Company continued its endeavor to conserve energy through various modes. Energyconservation continues to be a focus area for the Company. Energy conservation measuresare meticulously followed and conform to the highest standards.
Foreign Exchange Earnings and Outgo:
|Foreign Exchange Earnings and Outgo: ||(Rs. In cr.) |
| ||2015-16 ||2014-15 |
|a) Foreign Exchange earnings ||0.00 ||0.00 |
|b) Foreign Exchange outgo ||1.81 ||2.21 |
12.Details of Subsidiary / Joint Ventures /
The company has not any subsidiary companies or joint venture or associates as on date.
13. Corporate Social Responsibility (CSR)
The CSR provisions were not applicable on the company during the year under review.
14. Directors & Key Managerial Personnel
In compliance with the provisions of the Companies Act 2013 Mr. Akash Gupta (DIN01940481) have been appointed as Managing Director & Chief Executive Officer on theBoard of your Company for a period of five years with effect from 30.09.2015 to29.09.2020.
Mr. Mukesh Kumar Sharma (DIN 03468219) have been appointed as Professional Director onthe Board of Directors of your Company to hold office up to three (3) consecutive years upto March 31 2018.
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 1 2015.
15. 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 2015-16 as per the provisions of subsection 7 of section 149 of the saidAct. No independent director has been reappointed by the Company.
16. 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.
17. 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
18. Vigil Mechanism Policy
A detail of Vigil Mechanism Policy is mentioned in Corporate Governance Report.
19. Risk Management
Details of development and implementation of Risk Management policy is mentioned inCorporate Governance Report.
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.
21.Annual Evaluation- Board and its Committees
In terms of the provisions of the Companies Act 2013 read with Rules issued thereunderand the SEBI (LODR) Regulations 2015 the Board of Directors has carried out the annualperformance evaluation of the entire Board Committees and all the Directors based on thecriteria laid down by the Nomination and Remuneration Committee. The criteria forevaluation of the Board performance has been mentioned in the Corporate Governance Report.
22.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.
23. Related Party Transactions
Your Company has formulated a policy on related party transactions which is alsoavailable on Company's website. This policy deals with the review and approval of relatedparty transactions.
All related party transactions entered during the Financial Year were in ordinarycourse of the business and on arm's length basis. No material related party transactionswere entered during the Financial Year by your Company. Accordingly the disclosure ofrelated party transactions as required under Section 134(3)(h) of the Companies Act 2013in Form AOC 2 is not applicable to your Company.
24.Managerial Remuneration and Particulars of Employees
The table containing the names and other particulars of employees in accordance withthe provisions of Section 197 (12) of the Companies Act 2013 read with the Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isappended as Annexure-I to the Board's Report.
During the year under report none of the employees was in receipt of remuneration inexcess of the limits prescribed under section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 including anyamendment thereto.
25. Extract of the Annual Return
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as Annexure-II tothis Report.
26. Auditors and Auditors' Report
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder M/s.KPMC & Associates Chartered Accountants (Firm Registration No. 005359C) whowere appointed as statutory auditors of the Company to hold office from the conclusion ofthis Annual General Meeting (AGM) till the conclusion of 28th Annual General Meeting ofthe Company to be held in the financial year ending 2019 subject to ratification of theirappointment at every AGM.
The notes to accounts appearing in the schedule and referred to in the Auditors' Reportare self explanatory.
27. Cost Auditors
The Board of Directors had appointed M/s. Neeraj Sharma & Co Cost Accountants asthe Cost Auditors of your Company for the financial year 2016-17 to conduct the audit ofcost records of your Company for its Work Contract segment. As per Section 148 and otherapplicable provisions of the Companies Act 2013 read with Companies (Audit and Auditors)Rules 2014 the Board of Directors of your Company appointed M/s. Neeraj Sharma &Co. Cost Accountants (Firm Registration No. 100466) as the Cost Auditor for thefinancial year 2016-17 on the recommendations made by the Audit Committee. Theremuneration proposed to be paid to the Cost Auditor subject to the ratification by themembers at the ensuing AGM would be not exceeding Rs. 20000/- P.A (Rupees TwentyThousand only) exclusive of applicable service tax and out of pocket expenses.
Your Company has received consent from M/s. Neeraj Sharma & Co. Cost Accountantsto act as the Cost Auditors of your Company for the financial year 2016-17 along with acertificate confirming their independence. As required under the Companies Act 2013 aresolution seeking members' approval for the ratification of the remuneration payable tothe Cost Auditors forms part of the Notice convening the Annual General Meeting for theirratification.
There are no qualification(s) reservation(s) or adverse remark(s) in the Cost AuditReport for the financial year ended March 31 2016.
28. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Ms. Richa Gulati Practising Company Secretary to conduct the SecretarialAudit of your Company. The Secretarial Audit Report is annexed herewith as Annexure-IIIto this Report.
M/s.Vidya & Co. Chartered Accountants are Internal Auditors of the Company andtheir reports are reviewed by the Audit Committee from time to time.
30. 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 2016-2017 to BSE Ltd. wherethe Company's shares are listed.
31. 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 report on Corporate Governance as stipulated under the SEBI (LODR) Regulations2015 forms an integral part of this report and the requisite Certificate duly signedconfirming compliance with the conditions of Corporate Governance is attached to thereport.
32.Management Discussion and Analysis Report
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.
33.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
| ||Sd /- |
| ||(Akash Gupta) |
|Place: Delhi ||Chairman |
|Dated: 31.08.2016 ||DIN 01940481 |