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Era Infra Engineering Ltd.

BSE: 530323 Sector: Infrastructure
NSE: ERAINFRA ISIN Code: INE039E01020
BSE 15:22 | 12 Sep Stock Is Not Traded.
NSE 11:44 | 12 Sep Stock Is Not Traded.
OPEN 1.43
PREVIOUS CLOSE 1.50
VOLUME 170170
52-Week high 1.50
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 47
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.43
Sell Qty 51200.00
OPEN 1.43
CLOSE 1.50
VOLUME 170170
52-Week high 1.50
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 47
Buy Price 0.00
Buy Qty 0.00
Sell Price 1.43
Sell Qty 51200.00

Era Infra Engineering Ltd. (ERAINFRA) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 27th Annual Report togetherwith Audited Statements of Accounts of the Company for the year ended 31stMarch 2017.

FINANCIAL RESULTS:

The Summarized financial results of the Company for the year under review are as below:

(Rs. in Lacs)
Year Ended Year Ended
Particulars 31st March 2017 31st March 2016
Total Income 122358.69 122015.17
Profit (Loss) before depreciation & tax -110060.19 -111968.87
Depreciation 19443.09 19620.83
Profit (Loss) before tax & Extra Ordinary Items -129503.28 -131589.70
Exceptional Items - -
Profit(Loss) before tax Provision for tax -129503.28 -131589.70
- Current Tax - -
- Deferred Tax - -
- MAT Credit/Fringe Benefit Tax - -
- Tax adjustment for earlier years - -
Profit (Loss)after tax -129503.28 -131589.70
Proposed Dividend together with Tax thereon - -
Transfer to General Reserve - -
Transfer to Debenture Redemption Reserve - -
Surplus (Deficit) carried to Balance Sheet -129503.28 -131589.70

FINANCIAL PERFORMANCE

The turnover of the Company for the year ended 31st March 2017 was Rs. 122358.69lacs as compared to Rs. 122015.17 lacs in the previous year.

Loss before depreciation and taxation was Rs. 110060.19 lacs and after providing Rs.19443.09 lacs towards depreciation the net loss amounts to Rs. 129503.28 lacs.

BUSINESS PERFORMANCE

Era Infra Engineering Limited (EIEL) being a major infrastructure development playergot directly 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. We have invoked and filed severalarbitration claims for recovery of amount of loss which is being suffered by the Companydue to non-adherence of contractual obligations by various clients of company. FurtherDuring the year Company lose some projects due to non avaibality 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 Government's helping hand and positive attitude we look forward to a phasedeconomic revival and boosting of business confidence due to hard policy decisions. We arehoping 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.

All ongoing projects are monitored on a regular basis by the senior management. Thecompany has aggressively invested in an inhouse ERP system which encompasses differentareas of efficient construction management with greater efficiency accuracy andpredictability.

The Company is professionally managed with well-qualified and experienced personnel inall areas including engineering finance and administration combined with a full-fledgedEnterprise Resource Planning (ERP) and MIS system. As on 31st March 2017 the Company hason its roll approximately nine hundred eighty five.

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.

DIVIDEND

In view of the losses your Directors do not recommend any dividend for the year endedMarch 31st 2017.

MATERIAL CHANGES

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.

PUBLIC DEPOSITS

Your Company has not accepted any deposits from the public or its employees during theyear under review.

DIRECTORS

Since date of last report none of the Directors resigned from the Company nor anyDirector was appointed by the Company.

At present Mr. Hem Singh Bharana Mr. Mast Ram and Mr. Rattan Lal are the directors ofthe Company.

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.

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 were appointed as Statutory Auditors of the Company at 27thannual general Meeting of the Company and their appointment was made for a term of fiveyears i.e. till 29th Annual General Meeting accordingly as per recommendation by the auditcommittee of the Company the Board has recommended the ratification of their appointmentas statutory auditors of the Company from the ensuing annual general meeting of theCompany till 28th annual general meeting of the Company.

The Company has obtained necessary certificate under section 141 of the Companies Act2013 from the auditor conveying their eligibility for the above appointment. The AuditCommittee and the Board reviewed their eligibility criteria as laid down under section141 of the Companies Act 2013 and recommended their appointment as auditors for the abovesaid period.

Company's explanation regarding adverse remark or qualification in the Auditors' Reportis as follows:

Based on Indian Accounting Standards (Ind AS-1) and Standards of Auditing (SA) 570 'Going Concern' issued by the Institute of Chartered Accountants read with section 143 of the Companies Act 2013 nondisclosure of material uncertainties related to event and condition may cast significant doubt upon the entity' s ability to continue as a going concern. The major indicators of material uncertainties are as mentioned therein and listed here are as;
1. as per note 45 of the standalone Ind AS financial statements regarding the Company has been incurring losses over past several quarters/years due to which the entire net worth of the Company had been eroded as reported in March 2016. The accumulated losses of Rs. 284089.05 Lakhs are more than the entire net-worth as on 31.03.2017; The management is in the process of obtaining new contracts and is also in process of realising the pending trade receivables by way of filing arbitration claims and other possible methods of amicable settlement. Large arbitration claims have been invoked and/are in the process of invocation company is also taking other measures to revive the financial position/ improvement in the profitability of the company and in view of such measures the material uncertainties relating to events and condition do not cast signoficant doubt about the ability to continue as going concern.
2. as per note 33 of the standalone Ind AS 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 taking steps to minimize the litigations by way of settlment of the liabilities of the complainants and contesting the false litigations against the company.
4. as per note 42(a) of the standalone Ind AS financial statements regarding trade receivables out of the total trade receivables of Rs. 310961.38 Lakhs as on 31.03.2017 Rs. 143145.61 Lakhs are outstanding from the period prior to 01.04.2014; The management is analyzing/ reconciling the outstanding trade receivables 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 to be recognised by these customers which includes joint ventures associates and other related parties considering the non-recoverability since long these needs to be impaired. The management is in the process of discussions/ reconciliation with suppliers/ contractors to ensure the timely supply of material and hence timely execution of the work at sites to settle the advances.
b. The management is of the opinion that as the Company has

(i) identified many cases during the year & have already started process of invoking the arbitration and shortly expect to file in all the identified cases.

The management is considering to devise a programme for verification of Work in Progress.
(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;
2. as per note 42(b) of the standalone Ind AS financial statements out of the total 'Other short term loans & advances' of Rs. 112281.18 Lakhs as on 31.03.2017 (excluding claims for invocation of Bank Guarantee) and in most of the cases the balances are outstanding from the period prior to 01.04.2014. Based on 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 considering the non-recoverability or material against these advances since long. The management is analyzing/ reconciling the outstanding loans & advances and take appropriate measures to recover by way of arbitration/legal proceeding.

The management is in the process of discussions/ reconciliation with suppliers/ contractors to ensure the timely supply of material and hence timely execution of the work at sites to settle the advances.

Since these are quite old advances the management is of the view that ongoing confirmation and reconciliation process is under progress and management is reviewing and will impair on getting finality and shall make further provision only on completion of the process including as provided under the applicable laws. Considering the non-recoverability or material against these advances since long these should be impaired.
3. as per note 46 of the standalone Ind AS financial statements and as mentioned above in paragraph 5 a claim of Rs. 26496.63 lakhs pertains to invocation of Performance and other Bank Guarantees are receivable due to noncompliance of terms & conditions of the contract. The management has initiated the legal process for recovery of the said claim;
4. as per note 42(c) of the standalone Ind AS financial statements a sum of Rs.16895.72 Lakhs as on 31st March 2017 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. Due to non - recovery and non-receipt of material against these needs to be impaired; Self-explanatory
5. as per note 52 of the standalone Ind AS financial statements regarding the company is developing a program for physical verification of work -in progress of Rs. 60593.13 Lakhs recognised in books as on 31.03.2017. On completion of physical verification & post reconciliation with the records discrepancies will be adjusted. For raw material & other inventory management has completed the physical verification is under process of reconciling as explained and based on reconciliation the difference and discrepancies have been adjusted; Self-explanatory
6. as per note 51 of the standalone Ind AS 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 Private 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. Further considering the qualified opinion in financials statements of four subsidiaries (Bareilly Highways Projects Limited Deharadun Highways Projects Limited Haridhwar Highways Projects Limited West Haryana Highways Projects Private Limited) the impact on diminution in value as per Indian Accounting Standard (Ind-AS) is not ascertainable ; Diminution has not been considered for all road projects (BOT/ Annuity) in subsidiaries' and associates as works on such projects is in progress and such investments are of long term in nature.
7. as per note 47 of the standalone Ind AS financial statements There is delay in deductions & deposit of statutory dues including VAT service - tax excise & customs duty income tax royalty labour cess 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 as delay on overall basis and reconciliations are under progress; 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 to comply its statutory obligations within the prescribed period.
8. as per note 49(b) of the standalone Ind AS financial statements regarding based on 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/years; CDR non compliances are attributable mainly to non CDR lenders as they are not willing to share the security pledged or mortgaged in favour CDR common collateral pool.
9. as per note 49(a) of the standalone Ind AS financial statements regarding loans provided by lenders under consortium have been reclassified as Non-Performing Assets (NPA) by all the Lenders; Due to slow down in infrastructure sector company was unable to meet its interest and principal repayment obligations towards its lender. The Company is carrying out its business as per the CDR mechanism+.
10. For earlier non-compliances the Company is in the process of complying with the relevant provisions of the Companies Act 2013 & the SEBI Act 1992 as amended 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. The rectification for excess managerial remuneration paid earlier is still awaited; The Company is in process of complying with secretarial non compliances and many of such non compliances are finished in recent quarter.
11. Compliance & records relating to the related parties are being updated. MGT - 14 relating approval of Board of Directors for issue of debentures is still pending and there is absence of women director and chief financial officer in the company and common director to material subsidiary. As per the management the process of appointment in under progress; On 20.07.2017 the Company has appointed Mr. Kabi Mazumder as CFO of the Company further the Company is in process of complying rest statutory requirements.
12. as per note 48 of the standalone Ind AS financial statements regarding the stock exchanges have levied a penalty of Rs. 33.22 Lakhs for non-publishing & filing of results of quarter ended 30th June & 30th September 2015 on time. Management expects it to be waived off; SELF EXPLANATORY
13. as per note 18 of the standalone Ind AS 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 and the company is awaiting reply from them.

SECRETARIAL AUDITOR

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 2016-17. 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:

COST AUDITOR

In terms of the provisions of Section 148 and all other applicable provisions of theCompanies Act 2013 read with the Companies (Audit and Auditors) Rules 2014 M/s. MS& Co. Cost Accountants (FRN. 102592) have been appointed as Cost Auditors to conductthe audit of cost records of your company for the financial year 2017-18.

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 therein 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.

AUDIT COMMITTEE

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. Rattan Lal 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. Mast Ram Chairman
2. Mr. HS Bharana Member
3. Mr. Rattan Lal Member

ii. Name and designation of Compliance Officer:

Mr. Gaurav Rajoriya Company Secretary.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Five Board Meetings were held on 30.05.2016 30.08.2016 13.09.2016 4.11.201610.12.2016 and 9.02.2017. Further details of which are given in the Corporate GovernanceReport.

POLICY ON DIRECTORS' APPOINTMENT/REMUNERATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL ANDOTHER 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.

BOARD EVALUATION

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 the Directors'Performance Evaluation Policy ('Policy') and based on the recommendation of the NRC.Accordingly the evaluation of Board was carried out by each Director of each committeeby each of its member and of the individual Director by all other Directors on the Boardexcepting 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 hasbeen 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 theBoard's 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 certain arm's length transactions under third proviso thereto shall be disclosedin Form No. AOC-2 as Annexure 2.

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 CSRPolicy. The following 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 2016-17.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. 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 Annual Reportwhich covers the performance and financial position of the subsidiaries associates andjoint 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.

LISTING

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 stakeholder'svalue and protect their interest. Your Company is committed tobenchmark 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 thereunder

TECHNOLOGY ABSORPTION

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 52.59 29.81

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 other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

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.

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.

ACKNOWLEDGEMENT

Your Directors take this opportunity to place on record their appreciation towardsbankers clients and all the business associates for their

continuous support to the Company and to the shareholders for the confidence reposed inthe Company management. The directors

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: 14th August 2017 Chairman & Managing Director