Your Directors have pleasure in presenting the 26thAnnual Report of the Companytogether with the audited financial statements for the year ended march 31 2016
1. FINANCIAL SUMMARY
| || ||(Rs in Lakhs) |
|Particulars ||2015-2016 ||2014-2015 |
|Gross Income ||74020.42 ||116496.07 |
|Profit before Depreciation & Taxation ||6449.00 ||10020.39 |
|Depreciation ||3227.51 ||3777.85 |
|Profit before Taxation ||3221.49 ||6242.54 |
|Provision for Taxation || || |
|i) Current Tax ||687.51 ||1308.50 |
|ii) Deferred Tax ||-- ||-- |
|Profit after Taxation ||2533.98 ||4934.04 |
|Profit available for appropriation ||2533.98 ||4934.04 |
|APPROPRIATION || || |
|General Reserve ||253.39 ||493.40 |
|Proposed Dividend ||73.79 ||73.79 |
|Corporate Tax on Proposed Dividend ||15.02 ||11.97 |
|Balance transferred to Balance Sheet ||2191.78 ||4264.92 |
|Earnings per Share (Rs.) ||3.43 ||6.69 |
|Book Value (Rs.) ||104.35 ||100.92 |
|Paid-up Equity Share Capital ||740.32 ||740.32 |
|Reserves & Surplus ||76265.39 ||73731.41 |
2. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 an extract of annual return in MGT 9 as apart of this Annual Report is annexed as ANNEXURE I to this report.
3. BOARD MEETINGS
The Board met 15 (Fifteen) times during the financial year 2015-2016. The following arethe dates of meeting convened in different Quarters of the financial year.
|Meeting No. ||Date ||Meeting No. ||Date ||Meeting No. ||Date ||Meeting No. ||Date |
| || || || || || || || |
|534 ||29.05.2015 ||536 ||17.07.2015 ||540 ||15.10.2015 ||543 ||14.01.2016 |
|534 || || || || || || || |
|(Adjourned Meeting) ||30.05.2015 ||537 ||14.08.2015 ||541 ||14.11.2015 ||544 ||03.02.2016 |
|535 ||29.06.2015 ||538 ||21.08.2015 ||542 ||23.12.2015 ||545 ||12.02.2016 |
| || ||539 ||19.09.2015 || || ||546 ||05.03.2016 |
| || || || || || ||547 ||29.03.2016 |
4. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3) (c) of the Companies Act 2013 it ishereby confirmed:
i. That in the preparation of annual accounts for the financial year ended 31st March2016; the applicable Accounting Standards have been followed along with proper explanationrelating to material departures.
ii. That the Directors have selected 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 or loss of the Company for that period.
iii. That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting frauds andother irregularities.
iv. That the Directors have prepared the annual accounts for the year ended 31st March2016 on a "Going Concern" basis.
v. That the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.
vi. That the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively.
4A ADEQUACY OF INTERNAL FINANCIAL CONTROL
The Company has structured and implemented framework for Internal Financial Controls("IFC") in terms of the explanation to Section 134(5)(e) of the Companies Act2013. The Board of Directors of the Company is of the opinion that the Company has soundIFC for the year 2015-2016.The Company is continuously monitoring and identified the gapsif any and implements improved controls wherever the effect of such gaps would have amaterial effect on the Companys operations
5. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (Listing Regulations) the Board is also of the opinion that theIndependent Directors fulfill all the conditions specified in the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) making them eligible to act as Independent Directors.
6. NOMINATION AND REMUNERATION POLICY
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy which lays down a framework in relation to selection appointment andremuneration to Directors Key Managerial Personnel and Senior Management and criteria fordetermining qualifications positive attributives and independence of a director of theCompany. The Nomination and Remuneration Policy is stated in the Corporate GovernanceReport.
7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS U/S 186
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
8. RELATED PARTY TRANSACTIONS
The transactions entered with the related parties by the Company for the year underreview with respect to rendering of services were on arms length basis and in theordinary course of business. Hence Section 188(1) is not attracted to the Company. Thusdisclosure in Form AOC-2 is not applicable to the Company. There are no material relatedparty transactions during the year under review with the promoters Directors or KeyManagerial Personnel.
9. STATE OF THE COMPANYS AFFAIRS
The Company is a well-established Construction Company and a leading Contractor inexecuting projects in various sectors Transportation (National & StateHighways Roads Railways & Ports) Irrigation & Water Resources Buildings &Property Development Mining (Coal & other Minerals) Energy (Generation Transmission& Distribution) and other Infrastructure Projects. Further information on theCompanys Business and the developments opportunities and outlook of the Company andthe industry in which it operates are discussed in detail in the Management Discussion& Analysis which is enclosed in ANNEXURE II.
During the year the Company has transferred an amount of Rs.253.39 Lakhs to GeneralReserves.
Your Directors are pleased to recommend an Equity Dividend of 10% on paid up equitycapital for the year ended 31.03.2016subject to approval of the members at this AnnualGeneral Meeting.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which the financial statementsrelate and the date of this report.
13. INFORMATION AS PER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READWITH RULE 8 OFTHE COMPANIES (ACCOUNTS) RULES 2014
The information as required under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 relating to conservation of energytechnology absorption and foreign exchange earnings and outgo are set out in the ANNEXUREIII and is attached to this report.
14. RISK MANAGEMENT
Periodic assessments to identify the risk areas are carried out and management isbriefed on the risks in advance to enable the Company to control risk through a properlydefined plan. The risks are taken into account while preparing the annual business planfor the year. The Board is also periodically informed of the business risks and theactions taken to manage them.
15. CORPORATE SOCIAL RESPONSIBILTY (CSR) POLICY
Pursuant to the provisions of Section 135 and Schedule VII of the Companies Act 2013CSR Committee of the Board of Directors was formed to recommend; a) The policy onCorporate Social Responsibility (CSR) and b) Implementation of the CSR Projects orPrograms to be undertaken by the Company as per CSR Policy by the Board of Directors.Annual Report on CSR in the prescribed format is enclosed in ANNEXURE IV.
16. FORMAL ANNUAL EVALUATION
In compliance with the Companies Act 2013 and Regulation 17(10) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the performance evaluation ofthe Board was carried out during the year under review.
17. REPORT ON THE PERFORMANCE/FINANCIAL POSITION OF THESUBSIDIARIES /ASSOCIATES/JOINTVENTURES COMPANIES
A separate statement containing the salient features of the financial statements of thesubsidiary Companies/Associate Companies/Joint Ventures is prepared in Form AOC-1 as perthe provisions of Section 129 of the Companies Act 2013 read with Companies (Accounts)Rules 2014 and is attached in ANNEXURE V.
18. CONSOLIDATION OF ACCOUNTS
In compliance with Regulation 33 of the SEBI (LODR) Regulations 2015 and ListingAgreement entered into with the Stock Exchanges and in compliance with the provisions ofthe Companies Act 2013 and the Accounting Standards AS-21 and AS-27 on consolidatedfinancial statements read with the Accounting Standard AS-23 on Accounting forInvestments in Associates Your Directors have pleasure in attaching the consolidatedfinancial statements for the financial year ended March 31 2016 duly audited by theStatutory Auditors which forms part of the Annual Report. The Annual Accounts of theSubsidiary Companies and the related information will be made available to shareholderswho may be interested in obtaining the same at any point of time. The Annual Accounts ofSubsidiary Companies will also be kept for inspection by any shareholder at the RegisteredOffice of the Company and also at its Subsidiary Companies.
19. DETAILS OF DIRECTORS AND KEY MANANGERIAL PERSONNEL APPOINTED AND RESIGNED DURINGTHE YEAR
|Sl. No. ||Name of the Director ||Appointed/Resigned ||Date of appointment/ Cessation |
|1 ||Sri. Mohammad Shafi Whole-time Director ||Appointed ||30.05.2015 |
|2 ||Sri. Kandimalla KVN Prasad Independent Director ||Resigned ||12.02.2016 |
20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
That the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.
21. VIGIL MECHANISM
The Company has established Vigil Mechanism for Directors / Employees to report theirgenuine concerns or grievances. The Audit Committee of the Company oversees the vigilMechanism through the Committee. It provides for adequate safeguards against victimizationof directors/ employees who avail of the mechanism. It also provides for direct access tothe Chairman of the Audit Committee. In case of repeated frivolous complaints thesuitable action will be initiated by the Chairman of the Audit Committee.
22. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013 Internal Complaints Committee (ICC) has been set us to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the financial year 2015-16 theCompany received no complaints on sexual harassment.
23. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There are no significant and material orders passed by the Regulators/ Courts/Tribunalsthat would impact the going concern status of the Company and its future operations.
The Company had not accepted or invited any Deposits and consequently no deposit hasmatured / become due for repayment as on 31st March 2016.
25. COMPOSITION OF AUDIT COMMITTEE
The Audit Committee was re-constituted on 12.02.2016 and comprised of the followingdirectors as on 31st March 2016:
1. Smt. Ch. Lakshmi Kumari Independent Director as Chairperson
2. Sri N. Seethaiah Managing Director as Member
3. Sri Madhava Rao Potla Independent Director as Member
26. COMPOSITION OF STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee was constituted on 12.02.2016 comprisedof the following directors as on 31st March 2016:
1. Smt. Ch. Lakshmi Kumari Independent Director as Chairperson
2. Sri P Madhava Rao Independent Director as Member
3. Sri K Srinivasa Rao Whole-time Director as Member
27. STATUTORY AUDITORS AND THEIR REPORT
M/s Kota & Company Statutory Auditors (FRN-011982S) of the Company expressedtheir willingness to be appointed for the financial year 2016-2017 and to hold office upto the conclusion of the next Annual General Meeting if they are appointed at this AnnualGeneral Meeting. They have furnished a certificate to the effect that their proposedappointment if made will be in accordance with the limits specified under 141(1)(g) ofthe Companies Act 2013.
28. COST AUDITORS
The Board of Directors on recommendation of Audit Committee re-appointed M/s BVR &Associates Cost Accountants (Registration No. 000453) as the Cost Auditors of the Companyto conduct audit of cost records made and maintained by the Company pertaining to WorksContracts Construction of Roads etc. for financial year commencing on 1st April 2016 andending on 31st March 2017.
29. SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s. Rakhi Agarwal& Associates has been appointed as Secretarial Auditors of the Company for thefinancial year 2015-16 to carry out the Secretarial Audit and issue report there on.Secretarial Audit report as issued by Ms. Rakhi Agarwal & Associates PracticingCompany Secretaries is annexed to this Report as ANNEXURE VI 30. LISTING WITH STOCKEXCHANGES
The Companys securities have been listed Bombay Stock Exchange (BSE) NationalStock Exchange (NSE) and Luxembourg Stock Exchange. Listing fee has been paid to StockExchanges within the prescribed time limit as set in Regulation 14 of Listing Regulationsfor the Financial Year 2016-2017.
31. PARTICULARS OF EMPLOYEES
The Company has not employed any individual whose remuneration falls within the purviewof the limits prescribed under the provisions of Section 197 of the Companies Act 2013read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. The ratio of the remuneration of each Director to the medianemployees remuneration and other details in terms of Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are enclosed in ANNEXURE VII and forms part ofthis Report.
32. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION
Pursuant to the provisions of schedule V of SEBI (Listing Obligations and DisclosuresRequirements) Regulations2015 a separate section on Corporate Governance has beenincorporated in the Annual Report for the information of the shareholders.
Your Directors wish to place on record their appreciation for the continuous supportreceived from the members customers suppliers bankers various statutory bodies of theGovernment of India and the Companys employees at all levels.
| ||For and on behalf of the Board || |
|Place: Hyderabad ||N. Seethaiah ||K. Srinivasa Rao |
|Date: 10-08-2016 ||Managing Director ||Whole-time Director |
| ||DIN-00784491 ||DIN-00022855 |