Your Directors have pleasure in presenting the 26th Annual Report togetherwith Audited Statements of Accounts of the Company for the year ended 31st March 2016.
The Summarized financial results of the Company for the year under review are as below:
(Rs. in Lacs)
|Particulars ||Year Ended 31st March 2016 ||Year Ended 31st March 2015 |
|Total Income ||121996.95 ||173950.57 |
|Profit (Loss) before depreciation & tax ||(111543.56) ||(44255.45) |
|Depreciation ||19620.83 ||19793.72 |
|Profit (Loss) before tax & Extra Ordinary Items ||(131164.39) ||(64049.17) |
|Exceptional Items ||- ||1560.77 |
|Profit(Loss) before tax Provision for tax ||(131164.39) ||(65609.94) |
|- Current Tax ||- ||- |
|- Deferred Tax ||- ||- |
|- MAT Credit/Fringe Benefit Tax ||- ||- |
|- Tax adjustment for earlier years ||- ||79.45 |
|Profit (Loss)after tax ||(131164.39) ||(65689.39) |
|Proposed Dividend together with Tax thereon ||- ||- |
|Transfer to General Reserve ||- ||- |
|Transfer to Debenture Redemption Reserve ||- ||- |
|Surplus (Deficit) carried to Balance Sheet ||(154849.63) ||(23685.24) |
The turnover of the Company for the year ended 31st March 2016 was Rs. 121996.95lacs as compared to Rs. 1 73950.57 lacs in the previous year.
Loss before depreciation and taxation was Rs. 111543.56 lacs and after providing Rs.19620.83 lacs towards depreciation the net loss amounts to Rs. 131164.39 lacs.
Era Infra Engineering Limited (EIEL) being a major EPC player got directly andindirectly impacted due to the stress in the construction and infrastructure sectorstarting from Financial Year 2011-12 onwards. The company strongly faced the stress in theinitial years wherein several key and most of small players shut down their operations.However company started facing crises due to continued slump in the construction andinfrastructure sector severely effecting the operations of the company compounded withfew of EIEL road projects getting considerably affected on account of delay inavailability of land and environmental clearance which resulted in significant costescalation thereby putting additional pressure on the financials of EIEL.
Besides company faced severe pressure on its operational cash flow and liquidityattributable to several external factors such as Slowdown in Infrastructure SectorDecline in turnover and operating margins Cash flow mismatch due to elongated WorkingCapital Cycle Lack of adequate Working Capital shortfall arising out ofundisbursed/untied WC facilities.
We are working towards revival of the Company. Projects already awarded are generallyprogressing slowly due to various continuing problems on ground which remain unresolvedover a period of time leading to cost escalations which remain unpaid. All these factorscombined have led to a vicious cycle culminating in a pile up of debt and highconsequential costs. Further During the year Company lose some projects due to nonavaibality of banking facilities.
Your management has been striving hard and taking all efforts in ensuring repayment ofinterest due to lenders. During the period under review the Company focused on realizinglong pending receivables arbitration awards and 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 Governments 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.
Despite of the above said constrains the Company has robust order book as at31.03.2016. All ongoing projects are monitored on a regular basis by the seniormanagement. The company has aggressively invested in an in-house ERP system whichencompasses different areas of efficient construction management with greater efficiencyaccuracy and predictability. The Company is professionally managed with well-qualified andexperienced personnel in all areas including engineering finance and administrationcombined with a full-fledged Enterprise Resource Planning (ERP) and MIS system. As on 31stMarch 2016 the Company has on its roll approximately One Thousand Two Hundred employees.
All ongoing projects are monitored on a regular basis by the senior management. TheCompany is professionally managed with well-qualified and experienced personnel in allareas including engineering finance and administration combined with a full-fledgedEnterprise Resource Planning (ERP) and MIS system.
Presently the company operates through two strategic divisions:
A) EPC Division (National & International):
This division has bagged orders from prestigious clients like NHAI NTPC AirportAuthority of India Delhi Metro Rail Corporation Limited Naya Raipur DevelopmentAuthority etc. The divisions business extends across major sectors ofinfrastructural growth and it broadly encompasses Roads/ Highways Power T&D MetroAviation Social Infra Industrial Refinery.
B) Equipment Management Division:
This Division was set up to cater to the growing in-house and external demand for awide range of construction machinery and to make revenue by using the equipments inmost efficient manner and further to provide the strength to internal execution. Thedivisions large Equipment Bank spans machinery for diverse uses and includes Cranes/Material Handling Equipment Pilling Equipment Aerial Platform & Boom Lifts MotorGraders etc.
In view of the losses your Directors do not recommend any dividend for the year endedMarch 31st 2016.
There are no material changes and commitments affecting the financial position of thecompany between the end of financial year of your company and the date of this Report.
Your Company has not accepted any deposits from the public or its employees during theyear under review.
Since date of last report Mr. Rattan Lal was appointed as Independent Director on19.02.2016. Further Mr. Tulsi Dass Arora has resigned from the post of Directorship ofthe Company w.e.f. 02nd May 2016.
During the year under review Mr. Arvind Pande Mr. Kuldeep Kumar Khanna Mr. S.D.Sharma directors has resigned from the directorship of the Company w.e.f. 30th May 201508th August 2015 and 11th September 2015 respectively. Ms. Chetna Kumar and Ms. VandanaKaushik women director has resigned from the directorship of the Company w.e.f. 10thSeptember 2015 and 03rd December 2015 respectively.
As per the provisions of the Companies Act 2013 Independent Director are eligible tohold office for a term upto five consecutive years and are eligible for re-appointment forthe second term on passing special resolution by the Company. The Company has receivedfrom the Independent Director consent for their appointment and declaration confirmingthat they meet the criteria of independence as envisaged under the Companies Act 2013 andSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015.
Notices under Section 160 of the Companies Act 2013 have been received from membersproposing their candidature along with requisite deposits. Accordingly in terms ofSection 149(10) read with Schedule IV of the Companies Act 2013 the Board recommends theappointment of the Mr. Rattan Lal as Independent Director from 19th February 2016 till18th February 2021 and shall not be liable to retire by rotation during his tenure. Inaccordance with the provisions of the Companies Act 2013 Mr. H S Bharana retires byrotation at the forthcoming Annual General Meeting and being eligible offers himself forreappointment.
At present Mr. Hem Singh Bharana Mr. Mast Ram and Mr. Rattan Lal are the directors ofthe Company.
Brief resumes of these directors proposed to be appointed/ re-appointed and otherrelevant information have been furnished in the Notice convening the Annual GeneralMeeting. Appropriate resolutions for their appointment / re-appointment are being placedfor approval of the members at the Annual General Meeting.
AUDITORS & AUDIT REPORT: STATUTORY AUDITORS
In terms of the provisions of the Companies Act 2013 M/s. S S Kothari Mehta &Co. Chartered Accountants who were appointed as Statutory Auditors of the Company in acasual vacancy w.e.f. 02.12.2015 in place of M/S. G C Sharda& Co. to hold the officetill the conclusion of the 25th General Meeting of the Company and their appointment wasmade for a term of five years in the 25th Annual General Meeting until the conclusion ofthe 30th Annual General Meeting of the Company which is subject to ratification byshareholders at each Annual General Meeting.
Pursuant to recommendation by the audit committee of the Company the Board hasrecommended the ratification of their appointment as statutory auditors of the Companyfrom the ensuing annual general meeting of the Company till 27th annual general meeting ofthe Company. The Company has obtained necessary certificate under section 141 of theCompanies Act 2013 from the auditor conveying their eligibility for the aboveappointment. The Audit Committee and the Board reviewed their eligibility criteria aslaid down under section 141 of the Companies Act 2013 and recommended their appointmentas auditors for the above said period.
Companys explanation regarding adverse remark or qualification in theAuditors Report is as follows:
|QUALIFICATION/EMPHASIS/COMMENT ||BOARD OF DIRECTORS COMMENTS |
|1. The financial statements are prepared by the Company on the going concern basis as fully elaborated in note no 36 of the financial statements and Based on the Standard of Auditing (SA) 570 Going Concern issued by the Institute of Chartered Accountants read with section 143 of the Companies Act 2016 the going concern of Company is impacted in view of certain major indicators mentioned therein and listed here in below from serial no. 2 onwards; our qualified opinion is also based the Auditors Report on the audited annual financial statements for the year ended 31st March 2015 by the preceding statutory auditors of the Company Messrs. G.C. Sharda& Co. Chartered Accountants ICAI Registration No. FRN 500041N; ||The management is in the process to obtain new contracts claims/ dues by arbitration and other measures to revive the financial position/ improvement in the profitability and in view of this the going concern has not impacted. |
|2. As per note no 36 to the financial statements regarding the Company has been incurring losses over past several quarters/years including in the current quarter due to which the entire net worth of the Company has eroded. The accumulated losses of Rs. 154849.63 lakh are more than the entire net-worth as on 31.03.2016; ||The management is in the process to obtain new contracts claims/ dues by arbitration and other measures to revive the financial position/ improvement in the profitability and in view of this the going concern has not impacted. |
|3. As per note no 23 (A) (a) to the financial statements regarding the Company is contesting material litigations against it including winding up petitions and matters under section 138 of the Negotiable Instruments Act 1881 as amended thereto. ||The management is trying to minimize the litigations by way of settling the liabilities of the complainants. |
|4. As per note no 33 (a) to the financial statements regarding out of the total trade receivables of Rs. 345069.37 Lakh as on 31.03.2016 Rs. 143145.61 Lakh are outstanding from the period prior to 01.04.2014; ||The management is analyzing/ reconciling the outstanding debtors and take appropriate measures to recover by way of arbitration/legal proceeding. |
|a. These are slow moving as partly received or non-moving as no movement due to delay in obtaining confirmation and subsequent reconciliation. In some cases invoices raised by the Company are yet to be recognised by these customers which includes joint ventures associates and other related parties; ||The management is in the process of discussions/ reconciliation with suppliers/ contractors to comply with the supply of material and execute the work at site to settle the advances. |
|b. The management is of the opinion that as the Company has: ||Self-explanatory |
|(i) filed arbitration in some cases & || |
|(ii) undertaken confirmation and reconciliation process along-with of its dues/claims in other than arbitration cases || |
|(iii) been continuously updating the documentation it is not appropriate to make any provision at this point of time which may dilute the recovery of these receivables. Provisions in the books of accounts will be made at the time of finalization of matters; || |
|5. As per note no 33(b) to the financial statements regarding 0ut of the total Other short term loans & advances of Rs. 118646.84 Lakh (excluding claims for invocation of Bank Guarantee) as on 31.03.2016 more than Rs. 89525.37 Lakh are outstanding from the period prior to 01.04.2014. In the absence of any updated document regarding the terms & conditions and written confirmation it cannot be ascertained whether the amounts will be recovered or goods & services will be received in future Management is of the view that ongoing confirmation and reconciliation process shall make provisions only on completion of process including as provided under the applicable laws; ||Self-explanatory |
|6. As per note no 37 to the financial statements regarding a claim of Rs. 17555.20 Lakh pertains to invocation of Performance Bank Guarantee by the bank due to noncompliance of terms & conditions of the contract. The management has initiated the legal process for recovery of the amount encashed against above guarantee and retention of the project; ||Self-explanatory |
|7. As per note no 33(c) to the financial statements regarding a sum of Rs. 17033.35Lakh under Capital advances is outstanding since long. The management has initiated the process of recovery of the amount of loans & advances or receipt of goods & services there against; ||Self-explanatory |
|8. As per note no 43 to the financial statements regarding development of program for physical verification of work -in progress of Rs. 67052.45 Lakh recognised in books. It intends to complete the physical verification during the year ending 31.3.2016. On completion of physical verification & post reconciliation with the records discrepancies will be written off. For raw material & other inventory management has completed the physical verification is under process of reconciling the difference and discrepancies will be written off on completion of such reconciliation ||The management is considering devising a programme for verification of Work in Progress. |
|9. As per note no 42 to the financial statements regarding the Company has made investments in securities non current & current of / through its subsidiaries associates Joint ventures & group companies. In case of two associates Gwalior bypass projects limited & Hyderabad Ring Road projects Pvt Limited considering the accumulated losses in these and in others the management is of view since these investee entities business is toll / annuity based which has a long gestation period & also arbitration claims will be filed the impairment if any is considered to be temporary in nature. ||Diminution has not been considered for all road projects (BOT/Annuity) in subsidiaries and associates are in progress and long term in nature. |
|10. As per note no 38 to the financial statements regarding delay in deductions & deposit of statutory tax based on liabilities recognised in books including VAT service - tax excise & customs duty income tax royalty labourcess entry tax provident fund etc. & other similar dues returns and forms. Provisions of interest on delay of these have not been recognised& exact quantum is not determinable. ||Previously due to financial constraints and mismatch of cash inflow there has been a delay in depositing the statutory dues. Now the Company is trying complying to its obligations within the prescribed period. |
|11. As per note no 40 (b) 9 to the financial statements regarding the Corporate Debt Restructuring (CDR) proceedings in Joint Lender Meetings (JLM) regarding continuation of CDR scheme could not be crystallized in the absence of required quorum based on available minutes of meeting of JLM held on 05/02/2016. Inadequate security cover prior approval of CDR EG before sale of assets etc. and other non-compliances of CDR terms & conditions still continues as already reported in earlier periods/ year; ||The Company is in process of complying with the norms. |
|12. As per note no 40 to the financial statements regarding the loans provided by lenders under consortium have been classified as Non- Performing Assets (NPA) by 17 Lenders out of 22 Banks as on date and majority of the accounts have been classified as NPA as on date. ||Due to slow down in infrastructure Sector Company was unable to meet its interest obligations and lender dues. The Company has also gone into CDR for revival of its financial position. |
|13 The Company is in the process of complying with the relevant provisions of the Companies Act 2013 & the SEBI Act 1992 as amended which were earlier non- complied more particularly with respect to quorums meetings of Board of Directors various committees submission & publication of quarterly results filing of various forms & declarations compliance with listing regulations etc.; ||Self-explanatory |
|14. Compliance & records relating to the related parties are being updated. Forms MGT-10 & MGT - 14 relating to change in major shareholding of promoters & approval of Board of Directors for issue of debentures are still pending. The appointment of woman director & common director to material subsidiaries is under progress; ||The Company is in process of filling Form MGT-14 and appointing Woman Director & Common Director to material subsidiaries. |
|15. As per note no 39 to the financial statements regarding the stock exchanges have levied a penalty of Rs. 33.22 lakh for non-publishing & filing of results of quarter ended 30th June & 30th September-2015 on time. Management expects it to be waived off; 16. The observations on report of Companies Auditors Report Order( CARO)2016 are as ; ||The Company is in process of sorting out this issue. |
|a. The undisputed amount of statutory dues including Provident fund ESI VAT WCT TDS Service tax etc. more than six month old as on 31.03.2016 are Rs. 3746.82 lakh. ||The company is in process of depositing unpaid statutory dues |
|b. The managerial remuneration in case of respected Chairman & Managing Director (CMD) is excess as per the approval of central government. As per management there is some typographic error in the approval letter for which clarification has been sought & expects to be corrected soon. ||self-explanatory |
|17. As per note no note no 25 of the Financial Statements regarding change in Accounting Policy The Company was hitherto recognizing materials & other resources supplied by the customers as both its cost of construction & revenue from operations. This accounting policy has been discontinued during the year from first quarter for improvement in presentation based on correct appreciation of facts. The Company is now of the opinion that these material were received by the entity as an agent rather than as a principal. This change in accounting policy has no impact on the profit of the Company though both the cost of construction & revenue from operations will be lower by a similar amount. ||self-explanatory |
|18. As per note no 7 of the Financial Statements regarding non ascertainment of interest and dues to Micro Small and Medium Enterprises under MSMED act 2006. ||The Company is in the process of identifying the MSME suppliers and has sent written representations to its suppliers to confirm whether or not they are registered under the MSME Act 2006 still company awaiting reply from them. |
As per provisions of Section 204 of the Act the Board of Directors of the companyappointed M/s. SKP & Co. Practicing Company Secretaries (C.P. No.: 6575) asSecretarial Auditors for the purpose of auditing the Secretarial activities of the Companyfor the financial year 2015-16. The Secretarial audit report issued by the said auditorsin form MR-3 has been annexed to this report as Annexure 6.
On the observations made in the Secretarial Audit Report the proper steps are beingtaken by the Management so as to comply with the provisions.
Point wise explanation by the Company on comments made by the secretarial auditor is asfollows:
|SECRETARIAL AUDITOR COMMENT ||COMPANY EXPLANATION |
|The Board of Directors of the Company was constituted of only two Directors for a continuous period of thirty five days. Accordingly the constitution of the statutory Committees of the Board have been intermittently defective due to defect in constitution of the Board and/or due to frequent changes in the constitution of the Board of Directors of the Company. Also the Company has not filled up intermittent vacancy of woman Director as required by the provisions of Rule 3 of Companies (Appointment and Qualification of Directors) Rules 2014 read with Section 149 of the Companies Act 2013. ||Due to resignation of two independent directors in the month of September 2015 the company was having two directors in the board. As per provisions of the Companies Act the Company has to appoint directors in immediate next board meeting in case of non-constitution of the Board which was duly complied accordingly the company appointed the directors in the next immediate meeting held thereafter. Further the woman director has resigned in the month of December 2015; in this regard your company is in process to appoint woman director. |
|The Company did not hold any Board Meeting in the second Quarter of the Financial Year under review. And one meeting of the Board was held with a gap of more than one hundred and twenty days from its previous meeting against the provisions of Section 173 of the Companies Act 2013. Accordingly appointment of Cost Auditor was made on December 02 2015 after the expiry of statutory period of one hundred and eighty days from the commencement of the financial year 2015-16. One meeting of the Audit Committee was held with a gap of more than one hundred and twenty days from its previous meeting against the provisions of Clause 49 of the erstwhile listing agreement and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. ||Due to lack of required directors the Board of Directors meetings couldnt be convened well in time also the Audit Committee meeting too couldnt be convened well in time due of lack of required quorum accordingly the Audit Committee met only three times during the year. Your company has appointed the director for proper constitution of member of Audit Company in immediate next Board Meeting. |
|There have been considerable delays in complying with the erstwhile Clause 41 of the Listing Agreement entered into by the Company with Stock Exchange where the shares of the Company are listed. A Penalty of Rs. 33.22 Lakh has been imposed by the Stock Exchange for the said default. ||Due to non-availability of requisite Director and thereafter inability of one director to take part in board meeting the quarterly financial results could not be submitted well in time which resulted in default of clause 41 of listing agreement. Now Company is in process of sorting out of the issue of penalty levied. |
As per the Cost Audit Orders Cost Audit is applicable to the Construction business ofthe Company for the FY 2015-16. In view of the same and in terms of the provisions ofSection 148 and all other applicable provisions of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. MS & Co. Cost Accountants (FRN.102592) have been appointed as Cost Auditors to conduct the audit of cost records of yourcompany for the financial year 2015-16.
INTERNAL AUDITOR INTERNAL AUDIT & CONTROLS
The Company has well equipped internal audit mechanism. Their scope of work includesreview of processes for safeguarding the assets of the Company review of operationalefficiency effectiveness of systems and processes and assessing the internal controlstrengths in all areas. Internal Auditors findings are discussed with the process ownersand suitable corrective actions taken as per the directions of Audit Committee on anongoing basis to improve efficiency in operations.
WHISTLE BLOWER/VIGIL MECHANISM
As per the provisions of Companies Act 2013 every Listed Company shall establish avigil mechanism (similar to Whistle Blower mechanism as specified under the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015). In pursuance of theprovisions of section 177(9) & (10) of the Companies Act 2013 a vigil mechanism/whistle blower policy for directors and employees to report genuine concerns has beenestablished and approved by Board on 30th May 2014. The Vigil Mechanism is available onthe website of the Company at www.eragroup.co.in.
RISK MANAGEMENT POLICY
A statement indicating development and implementation of a risk management policy forthe Company including identification there in of elements of risk if any this in theopinion of the Board may threaten the existence of the company is stated in the CorporateGovernance Report.
The restructuring in the Directorship of the Company necessitated restructuring in theAudit Committee. The committee as on date of this report consists of three members namelyMr. Mast Ram Mr. Hem Singh Bharana and Mr. Rattan Lal out of which two are independentDirectors. Mr. Mast Ram is the Chairman of Audit Committee. All members of the AuditCommittee possess sufficient knowledge and experience in the field of Finance andAccounts. The Committee composition is in accordance with the provisions of Companies Actand SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
STAKEHOLDER RELATIONSHIP COMMITTEE
The restructuring in the directorship of the company necessitated restructuring in thiscommittee. The committee as on date of this report consists of three members.
i. Composition Name of Members and Chairman:
|S.No. ||Name of the Committee Member ||Designation |
|1. ||Mr. Rattan Lal ||Chairman |
|2. ||Mr. HS Bharana ||Member |
|3. ||Mr. Mast Ram ||Member |
ii. Name and designation of Compliance Officer:
Mr. Gaurav Rajoriya Company Secretary.
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Five Board Meetings were held on 30th May 2015 15th October 2015 02ndDecember 2015 19th February 2016 14th March 2016 and Four Audit Committee Meetingswere convened and held on 30th May 2015 02nd December 2015 19th February 2016 14thMarch 2016. Further details of which are given in the Corporate Governance Report.
POLICY ON DIRECTORS APPOINTMENT/REMUNERATION OF DIRECTORS/KEY MANAGERIALPERSONNEL AND OTHER EMPLOYEES:
The Nomination and Remuneration Committee constituted by the Company has formulatedcriteria for determining qualifications positive attributes and independence of theDirectors. The Committee has also recommended to the Board a Policy relating toremuneration ensuring:
(i) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate key managerial personnel of the quality required to run the companysuccessfully;
(ii) Relation of remuneration to performance is clear and meets appropriate performancebenchmarks; and
(iii) Remuneration to key managerial personnel and senior management involves a balancebetween fixed and incentive pay reflecting short and long-term performance objectivesappropriate to the working of the Company and its goals.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Committees.
The Nomination and Remuneration Committee ("NRC") has framed theDirectors Performance Evaluation Policy (Policy) and based on therecommendation of the NRC. Accordingly the evaluation of Board was carried out by eachDirector of each committee by each of its member and of the individual Director by allother Directors on the Board excepting the concerned Director himself.
The Independent Directors of the Company positively reviewed the performance ofnon-independent directors and the Board as a whole; reviewed the performance of theChairperson of the company taking into account the views of the executive directors andnon-executive directors; and assessed the quality quantity and timeliness of flow ofinformation between the company management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.
DECLARATION BY INDEPENDENT DIRECTOR(S)
The Independent Directors comply with the definition of Independent Director as givenunder Section 149(6) of the Companies Act 2013. While appointing/ re-appointing anyIndependent Directors on the Board the Committee considers the criteria as laid down inthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. All the Independent Directors give a certificate confirming that theymeet the"independence criteria" as mentioned in Section 149(6) of the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
A declaration by an Independent Director(s) that he/they meet the criteria ofindependence as provided in sub-section (6) of
Section 149 of the Companies Act 2013 has been enclosed as Annexure 5.
An independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for reappointment for next five years onpassing of a special resolution by the Company and disclosure of such appointment in theBoards report.
APPOINTMENT & REMUNERATION POLICY
The Board has on the recommendation of the Nomination &Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Appointment & Remuneration Policy is stated in the CorporateGovernance Report.
INFORMATION & STATEMENT OF PARTICULARS OF EMPLOYEES
The Information & Statement of Particulars of employees pursuant to Section 197 ofthe Companies Act 2013 and Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed as Annexure 3.
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in formMGT 9 as a part of this Annual Report as Annexure 1.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
In accordance with Section 134(3) (g) of the Companies Act 2013 the particulars ofloans guarantees and investments under Section 186 of the Companies Act 2013 are providedin notes to financial statements read with respective heads to the Financial Statementswhich forms part of this Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certainarms length transactions under third proviso there to shall bedisclosed in Form No. AOC-2 as Annexure 2.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS
There are no significant and material orders passed by the regulators or tribunalsimpacting the going concern status and Companys operations in future.
SEXUAL HARASSMENT AT WORK PLACE
In order to prevent sexual harassment of women at work place company is fullydetermined and proper adjudication & Recourse mechanism is in place to avoid anysexual harassment at work place.
During the year Company has not received any complaint of harassment and no cases werefiled pursuant to the Sexual Harassment of Women at work Place (Prevention Prohibitionand Redressal) Act 2013 during the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the provisions of Section 135 of the Act the Company has reconstituted the CSRcommittee in the meeting held on 30th May 2016 and has also adopted CSR Policy. Thefollowing are its present members:
|Name of the Committee Member ||Status ||Designation |
|Mr. HS Bharana ||Executive Director ||Chairman |
|Mr. Rattan Lal ||Independent Director ||Member |
|Mr. Mast Ram ||Independent Director ||Member |
However as the Company does not have average net profits for the three immediatelypreceding financial years the Section 135(5) of the Act pertaining to spending of 2% ofaverage net profits of the company for immediately preceding three financial years anddisclosure required to be given under Section 135(5) of the Act and Rule 8 of Companies(Corporate Social Policy) Rules 2014 are not applicable to the Company for thefinancial year 2015-16.
Your Company treatsits "human resources" as one of its most important assets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunder way. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Section 129 of the Companies Act 2013 Consolidated FinancialStatements are attached and form part of the Annual Report and the same shall be laidbefore the ensuing AGM along with the Financial Statements of the Company.
SUBSIDIARY COMPANIES JOINT VENTURES & ASSOCIATE COMPANIES
As required under the first proviso to sub-section (3) of Section 129 of the CompaniesAct 2013 a separate statement containing the salient features of the financialstatements of the subsidiaries associates and joint venture companies in Form AOC-1 isannexed to the Financial Statements as Annexure 4 and forms part of the AnnualReport which covers the performance and financial position of the subsidiariesassociates and joint venture companies.
The Company will make available the Annual Accounts of the subsidiary company and otherrelated information upon request by any member of the Company or its subsidiary company.The Annual Accounts of the subsidiary company will also be kept open for inspection at theregistered office of the Company and the subsidiary company during business hours.
The Equity shares continue to be listed on the BSE Ltd. (BSE) and the National StockExchange of India Ltd. (NSE). Both these Stock Exchanges have nationwide terminals.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
A Company holds fiduciary relationship with its stakeholders and community here theBoard of Directors of the Company act as trustee to all the stakeholders of the Company toenhance the stakeholders value and protect their interest. Your Company is committedto benchmark itself with global standards in all areas including appropriate standards forGood Corporate Governance. Towards this end an effective Corporate Governance System hasbeen put in place in the Company which also ensures that the provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 are duly complied with. Areport on Corporate Governance and Management Discussion and Analysis along withCertificate on its compliance as per regulation 40(9) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 from Ms. Pooja Anand Company Secretary inPractice is enclosed with this Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGOCONSERVATION OF ENERGY:
The core activity of the company is civil construction which is not an energy intensiveactivity however all steps are taken to conserve energy at all levels of operationswherever possible. There are no particulars required to be disclosed as required under thenew provisions of Companies Act 2013 & rules made there under.
During the year there was no Technology Absorption as your Company has not undertakenany research and development activity in any manufacturing activity nor any specifictechnology is obtained from any external sources which need to be absorbed or adapted.There are no particulars required to be disclosed as required under the new provisions ofCompanies Act 2013 & rules made thereunder.
Innovation is a culture in the Company to achieve cost efficiency in the constructionactivity to be more and more competitive in the prevailing environment and the effect ofthe same cannot be quantified.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
The foreign exchange earning/outgo during the year are as under:
(Rs. in Lacs)
|Particulars ||Current Year ||Previous Year |
|Foreign Exchange Earnings ||Nil ||Nil |
|Foreign Exchange Outgo ||29.81 ||62.09 |
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act the Board of Directors herebystate 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 otherirregularities;
d) The directors had prepared the annual accounts on a going concern basis; and e) Thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively.
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 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. Thedirectors also convey their appreciation to the employees at all levels for their enormouspersonal efforts as well as collective contribution.
| ||For and on Behalf of the Board |
|Place:Noida ||(H. S. Bharana) |
|Date: 30th August 2016 ||Chairman & Managing Director |
Annexure-2 FORM NO. AOC -2 (Pursuant to clause(h)of sub-section(3) of section134 of theAct and Rule 8(2) of the Companies (Accounts) Rules 2014.
Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section(1) of section 188 of the CompaniesAct 2013 including certain arms length transaction under third proviso thereto.
1. Details of contracts or arrangements or transactions not at Arms length basis.
|SL. No. ||Particulars ||Details |
|a) ||Name(s) of the related party & nature of relationship ||NIL |
|b) ||Nature of contracts/arrangements/transaction ||NIL |
|c) ||Duration of the contracts/arrangements/transaction ||NIL |
|d) ||Salient terms of the contracts or arrangements or transaction including the value if any ||NIL |
|e) ||Justification for entering into such contracts or arrangements or transactions ||NIL |
|f) ||Date of approval by the Board ||NIL |
|g) ||Amount paid as advances if any ||NIL |
|h) ||Date on which the special resolution was passed in General meeting as required under ||NIL |
| ||first proviso to section188 || |
2. Details of contracts or arrangements or transactions at Arms length basis.*
|Name (s) of the related party & nature of relationship ||Nature of contracts/ arrangements transaction ||Duration of the contracts/arrangements/ transaction ||Salient terms of the contracts or arrangements or transaction including the value** if any ||Date of approval by the Board ||Amount paid as advances if any |
|1 Era T&D Limited ||Bill Raised ||Till the execution of the Project ||Till the execution of the Project ||N.A. ||Nil |
| ||Materials Supplied ||Business to Business Basis ||Business to Business Basis ||N.A. ||Nil |
| ||Purchase of Materials ||Business to Business Basis ||Business to Business Basis ||N.A. ||Nil |
|2 ARK Vidyut Urja Limited ||Materials Supplied ||Business to Business Basis ||Business to Business Basis ||N.A. ||Nil |
| ||Contract Expenses Paid ||Till the execution of the Project ||Till the execution of the Project ||N.A. ||Nil |
|3 Bareilly Highways Project Limited ||Bill Raised ||Recurring ||EPC Contract awarded for Four Laning of Bareilly-Sitapur Section on NH-24 from Km 262.000 to Km 413.200in the state of Uttar Pradesh under NHDP-III on Design Build Finance Operate and Transfer (DBFOT) basis. ||N.A. ||Nil |
|4 Dehradun Highway Project Limited ||Bill Raised ||Recurring ||EPC awarded for Four Laning of Haridwar- Dehradun Section from 211.000 to 218.200 Km of NH-58 and Km 165.000 to Km 196.825 of NH-72 in the state of Uttarakhand under NHDP Phase III as BOT(Annuity) on DBFOT Pattern. ||N.A. ||Nil |
|5 Haridwar Highway Project Limited ||Bill Raised ||Recurring ||EPC awarded for EPC awarded for Four Laning of Muzaffarnagar Haridwar section from Km 131.00 to Km 211.00 of NH- 58 in the State of Uttar Pradesh and Uttrakhand under NHDP Phase III as BOT (Toll) on DBFO Pattern. ||N.A. ||Nil |
|6 Era-Patel-Advance-Kiran Joint Venture ||Bill Raised ||Recurring ||EPC Contract awarded for Contruction of Railway Line at Bhatapura Urkura Section ||N.A. ||Nil |
|7 Era Ranken Joint Venture ||Bill Raised ||Recurring ||EPC Contract awarded for -Construction of KMRC viaduct project ||N.A. ||Nil |
|8 Era Infra Buildsys Joint Venture ||Bill Raised ||Recurring ||EPC Contract awarded for sub-station work for MRVC ||N.A. ||Nil |
|9 Metrostroy Era Joint Venture ||Bill Raised ||Recurring ||Construction of DMRC project - Jama Masjid to Lal Qila ||N.A. ||Nil |
|10 Era Infra ARK Vidyut Urja Joint Venture ||Bill Raised ||Recurring ||EPC Contract awarded for Electrical work ||N.A. ||Nil |
| || || ||MP REC || || |
|11 Apex Buildsys Limited ||Contract Expenses Paid ||Recurring ||Various contracts awarded for supply and erection of PEB Works ||N.A. ||Nil |
|12 Gwalior Bypass Project Limited ||Bill Raised ||Recurring ||EPC contract awarded for Construction of a new 42.033 km. Four-lane Gwalior bypass from 103.00 km of NH 3 to 16 km. of National Highway 75 on annuity basis ||N.A. ||Nil |
|13 West Haryana Highways Projects Private Limited ||Bill Raised ||Recurring ||EPC Contract Awarded for Design Construction Finance Operation and Maintenance of Delhi-Haryana Border to Rohtak Section of NH-10 From Km 29.70 to 80 including Construction of Bahadurgarh and Rohtak Bypasses in the State of Haryana Under NHDP Phase IIIA on Build Operate and Transfer (BOT) Basis ||N.A. ||Nil |
|14 Adel Landmarks Limited ||Bill Raised ||Recurring ||Construction of various housing projects ||N.A. ||Nil |
* The details required to be disclosed as per Actual AOC-2 format have been transposedfor convenience. **Further details are mentioned in note number 30 to the StandaloneFinancial Statements.
| ||For and on Behalf of the Board |
|Place: Noida ||(H.S. Bharana) |
|Date : 30th August 2016 ||Chairman and Managing Director |
Information of Particulars of employees pursuant to Section 197 of the Companies Act2013 and Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014
|S No. ||PARTICULARS ||REMARKS |
|1. ||The ratio of the remuneration of each director to the median ||1. Mr. H. S. Bharana |
| ||remuneration of the employees of the company for the financial year ||(Chairman & Managing Director) 32.36 |
| || ||2. Mr. T. D. Arora |
| || ||(Whole Time Director) 37.63 |
| || ||Other Directors do not draw any remuneration from the company except by way of sitting fee. |
|2. ||The percentage increase in remuneration of each director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year ||None of the KMPs remuneration got increased during the Financial Year under review. |
|3. ||The percentage increase in the median remuneration of employees in the financial year ||10% |
|4. ||The number of permanent employees on the rolls of company ||1219* |
|5. ||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 there of and point out if there are any exceptional circumstances for increase in the managerial remuneration ||Considering the company performance Key managerial personnels were not given any salary hike whereas employees in middle & lower grades were given an average salary increase of 10% to match inflation and to keep them motivated. |
|6. ||The key parameters for any variable component of a vailed by the directors ||In Financial Year 2015-16 no variable was paid to the directors. |
|7. ||Affirmation that the remuneration is as per the remuneration policy of the company ||The payment of Remuneration in the Company is as per Remuneration Policy of the Company. |
STATEMENT AS PER SECTION 197 OF THE COMPANIES ACT 2013 AND RULE 5(2) OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
A. Employed through out the financial year and in receipt of remuneration not less thanRs. 1.2 crores for theyear.
|S. No. ||Name ||Designation ||Nature of Duty ||Remuneration (in Rs.) ||Qualification ||Experience (in yrs.) ||AGE (yrs.) ||Date of Joining ||Last Employment |
|1. || || || || ||NA || || || || |
1. All appointments are/were non-contractual
2. Remuneration as shown above comprises of Salary Leave Salary BonusGratuity where paid Leave Travel Assistance Medical Benefit House Rent AllowancePerquisites and Companys Contribution to Provident Fund and Super annuation Fundwherever applicable.
3. None of the above employees is related to any Director of the Companyemployed forpart of the financial year.
| ||For and on Behalf of the Board |
|Place : Noida ||(H.S. Bharana) |
|Date : 30th August 2016 ||Chairman and Managing Director |
Annexure - 4 Form AOC-1
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 ofCompanies (Accounts) Rules 2014)
Statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures Part "A": Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
|Particulars || || || || || || || || || || || || || || || |
|Name of the subsidiary ||Era T & D Limited ||Era Infrastructure (India) Limited ||Dehradun Highways Project Limited ||Haridwar Highways Project Limited ||Bareilly Highways Project Limited ||Bragi Developers Private Limited ||Zedek Realtors Private Limited ||Paulo Realtech Private Limited ||Yarikh Realtors Private Limited ||Era Khandwa Power Limited ||Golden Annum Holding Limited ||Rampur Highways Project Limited ||Era and Partners Co. LLC limited ||ARK Transmission & Distribution ||ARK Vidhyut Urja Limited |
|Reporting period for the subsidiary concerned if different from the holding companys reporting period ||N.A. ||N.A. ||N.A. ||N.A. ||N.A. ||N.A. ||N.A. ||N.A. ||N.A. ||N.A. ||N.A. ||N.A. ||N.A. ||N.A. ||N.A. |
|Reporting currency and Exchange rate a son the last date of the relevant Financial year in the case of foreign subsidiaries ||(Rs.inLacs) ||(Rs.inLacs) ||(Rs.inLacs) ||(Rs.inLacs) ||(Rs.inLacs) ||(Rs.inLacs) ||(Rs.inLacs) ||(Rs.inLacs) ||(Rs.inLacs) ||(Rs.inLacs) ||(Rs.inLacs) ||(Rs.inLacs) ||(Rs.inLacs) ||(Rs.inLacs) ||(Rs.inLacs) |
|Share capital ||1441.90 ||12000.39 ||3014.83 ||4308.00 ||5940.60 ||9.00 ||76.00 ||66.50 ||188.90 ||5.00 ||25.03 ||5.00 ||61.93 ||56.00 ||110.25 |
|Reserves & surplus ||515.31 ||81833.01 ||12039.32 ||17212.00 ||23786.40 ||(0.43) ||(2.64) ||0.002 ||0.003 ||(0.91) ||(37.53) ||- ||(96.02) ||(24.38) ||(651.56) |
|Total assets ||3667.737 ||125407.11 ||90224.10 ||105726.80 ||141430.05 ||9.01 ||74.37 ||67.51 ||189.91 ||4.55 ||- ||841.87 ||2.92 ||118.91 ||1878.04 |
|Total Liabilities ||1710.527 ||31573.71 ||75169.95 ||84206.80 ||111703.05 ||0.44 ||1.01 ||1.008 ||1.007 ||0.47 ||12.50 ||836.87 ||37.01 ||87.29 ||2419.35 |
|Investments || || || || || || || || || || || || || || || |
|Turnover ||1093.75 ||277.83 ||- ||60.45 ||923.14 ||- ||- ||- ||- ||- ||- ||- ||- ||- ||434.17 |
|Profit before taxation ||(371.11) ||40.91 ||- ||- ||- ||(0.006) ||- ||- ||- ||(0.18) ||- ||- ||(0.85) ||(0.33) ||(45.19) |
|Provision for taxation ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|Profit after taxation ||(0.01) ||38.52 ||- ||- ||- ||(0.004) ||- ||- ||- ||(0.18) ||- ||- ||(0.00) ||(0.33) ||(31.04) |
|Proposed Dividend ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|% of shareholding ||100 ||100 ||74 ||74 ||74 ||100 ||100 ||100 ||100 ||100 ||100 ||74 ||60 ||77.50 ||77.77 |
Note: There are no subsidiaries which are yet to commence operations or which have beenliquidated or sold during the year.
Part "B": Associates and Joint Ventures
Statement pursuant to Section 129 (3) of the Companies Act 2013 related to AssociateCompanies and Joint Ventures
|Name of associates/ Joint Ventures ||Era-Patel- Advance- Kiran Joint Venture ||Era-Patel- Advance Joint Venture ||Induni- Era Joint Venture ||KMB-Era Joint Venture* ||Rani-Era Joint Venture ||Era Infra -Buildsys Joint Venture ||Gwalior Bypass Project Limited ||Hyderabad Ring Road Project Private Limited ||West Haryana Highways Project Private Limited ||Era Energy Limited ||Apex Buildsys Limited ||Adel Landmarks Limited ||Metrostroy- Era Joint Venture ||Era Infra ARK Vidyut Urja JV ||Era Infra Star Delta JV ||Trans- Global Era Infra JV ||Era- Ranken JV ||Desert Moon Realtors Private Limited ||SPA Group Algeria ||Nuray Realtors Private Limited |
|1. Latest audited Balance Sheet Date ||31-03-15 ||31-03-15 ||31-03-15 ||31-03-15 ||31-03-15 ||31-03-15 ||31-03-15 ||31-03-15 ||31-03-15 ||31-03-15 ||31-03-15 ||31-03-15 ||31-03-15 ||31-03-15 ||31-03-15 ||31-03-15 ||31-03-15 ||31-03-15 ||31-03-15 ||31-03-15 |
|2. Shares of Associate/Joint Ventures || || || || || || || || || || || || || || || || || || || || |
|held by the company on the year end || || || || || || || || || || || || || || || || || || || || |
|a) No. ||N.A ||N.A ||N.A ||N.A ||N.A ||N.A ||19500 ||11720 ||24500 ||15000 ||14131870 ||N.A ||N.A ||N.A ||N.A ||N.A ||N.A ||N.A ||35000 ||N.A |
|b) Amount of Investment in Associates/ Joint Venture ||60.35 ||12.58 ||29.24 ||142.59 ||4.97 ||78.93 ||1.95 ||1.17 ||2.45 ||1.50 ||1758.00 ||N.A. ||36.20 ||8.87 ||27.04 ||0.41 ||3.11 ||N.A. ||68.81 ||N.A. |
|c) Extend of Holding % ||35.18% ||44.00% ||49.00%* ||49.%20% ||40% ||51.00% ||19.89% ||49.00% ||49.00% ||30.00% ||20.60% ||N.A. ||45.00% ||50.00% || ||100% ||60% ||N.A. || ||N.A. |
|3. Description of how there is significant influence** || || || || || || || || || |
A As per Note below
| || || || || || || || || |
|4. Reason why the associate/joint venture is not consolidated ||N.A ||N.A ||N.A ||N.A ||N.A ||N.A ||N.A ||N.A ||N.A ||N.A ||N.A ||N.A ||N.A ||N.A ||N.A ||N.A ||N.A ||N.A ||N.A ||N.A |
|5. Networth attributable to shareholding ||60.35 ||12.58 ||29.24 ||142.59 ||4.97 ||78.93 ||765.40 ||2845.17 ||5176.405 ||26.75 ||892.77 ||N.A. ||36.29 ||8.87 ||27.04 ||0.41 ||3.11 ||N.A. ||_ ||N.A. |
|as per latest audited Balance Sheet || || || || || || || || || || || || || || || || || || || || |
|6. Profit/Loss for the year ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- ||- |
|i. Considered in Consolidation ||- ||- ||- ||- ||- || || || || || || || || || || || || || || || |
|ii. Not Considered in Consolidation ||26.54 ||0.451.18 ||0.16 ||0.26 ||- ||1514.49 ||- ||5948.44 ||- ||- ||0.48 ||- ||11499.02 ||N.A. ||8.4616.42 ||- ||0.00 ||16.83 ||N.A. ||N.A. |
* (49% holding in 3 Projects 20% holding in 1 Project)
**Significant influence by way of control of atleast 20% of the capital. In case ofAdel Landmark Limited SPA Group Algeria and Nuray Realtors Private Limited there issignificant influence through other nature. Note:There are no associates or joint ventureswhich are yet to commence operations or which have been liquidated or sold during theyear.
|For SS Kothari Mehta & Co. ||For and on behalf of the board || |
|Chartered Accountants || || |
|FRN 000756N || || |
|Neeraj Bansal ||H. S. Bharana || |
|Partner ||(Chairman & Managing Director) || |
|Membership No 095960 || || |
|Place: Noida ||Gaurav Rajoriya ||Dilip Kumar Sinha |
|Date: 30th August 2016 ||(Company Secretary) ||(Chief financial officer) |
DECLARATION OF INDEPENDENCE
The Company has received declaration from all its Independent Directors in followingformat annually or at the time of appointment when a new Independent Director is appointedas required to be disclosed under SEBI (Listing Obligation And Disclosure Requirements)Regulations 2015 and sub-section (6) of section 149 of the Companies Act 2013:
I (Name of Independent Director) here by certify being an IndependentDirector of the Company under take and confirm that I satisfy the criteria ofindependence as provided under Section 149(6) of the Companies Act 2013 and SEBI (ListingObligation And Disclosure Requirements) Regulations 2015 issued by SEBI and StockExchanges.
I certify that: a) In the opinion of the Board I am a person of integrity andpossess relevant expertise and experience;
(b) (i) I am or was not a promoter of the company or its holding subsidiary orassociate company;
(ii) I am not related to promoters or directors in the company its holding subsidiaryor associate company;
(c) I have or had not any material pecuniary relationship with the company itsholding subsidiary or associate company or its promoters or directors during the twoimmediately preceding financial years or during the current financial year;
(d) none of my relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent. or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year;
(e) Neither myself nor any of my relatives
(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;
(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of
(a) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
(b) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten percent or more of the grossturnover of such firm;
(iii) holds together with his relatives two per cent. or more of the total voting powerof the company; or
(iv) is a Chief Executive or director by whatever name called of any non- profitorganization that receives twenty-five per cent. or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two percent. or more of the total voting power of the company; or
(v) is a material supplier service provider or customer or a lessor or lessee of thecompany.
(f) I am not less than 21 years of age.