Your Directors are pleased to present the 19th Annual Report on the businessand operations of the Company together with the Audited Financial Statements for thefinancial year ended 31 st March 2017 and on the state of affairs of thecompany.
FINANCIAL SUMMARY HIGHLIGHTS
The highlights of the performance
| || ||(Rs. in Rupees) |
|Particulars ||For the year ended 31.03.2017 ||For the year ended 31.03.2016 |
|TOTAL INCOME || || |
|Contract Receipts ||1079661733 ||1060342459 |
|Other Income ||13140905 ||11528473 |
|Total ||1092802638 ||1071870932 |
|TOTAL EXPENDITURE || || |
|Works Cost ||1065010866 ||1034792301 |
|Operations and Other Exp. ||2612987 ||11397093 |
|Depreciation ||15422578 ||15699742 |
|PROFIT/ (LOSS) ||9756207 ||9981796 |
|Tax ||0 ||0 |
|Current Tax ||-3969423 ||-3700000 |
|Deferred Tax Assets/(Liabilities) ||1959818 ||317991 |
|Bal. B/f. Prior period Adj. ||0 ||0 |
|BALANCE CARRIED TO BALANCE SHEET ||7746602 ||6599787 |
During the year under review Income from Operations increased to Rupees 1079661733 from1060342459 Rupees in previous year.
The Net Profit after charging interest depreciation and deferred tax liability stoodat 7746602 Rupees.
The Company is in Infrastructure business of Construction of highways expresswaysturnkey projects roads bridges tunnels etc. However your Company is deploying itsresources in the best possible way to increase business volumes and plans to achieveincrease turnover in the years to come.
Your Directors do not recommend any dividend for the year under consideration due toinsufficient profit.
TRANSFER TO RESERVES
Your Directors recommend transferring of Rs. 6599787 Rupees to general reserve for thefinancial year 2016-17.
During the year under review the Company has issued 15000000 (One Crore FiftyLakhs) convertible warrants on a preferential basis to the others i.e. persons/entitiesnot forming part of the Promoters / Promoter Group vide Extraordinary General Meeting heldon January 10 2017.
During the financial year 2016 17 the Company has issued and allotted 1000000 equityshares to others i.e. persons/ entities not forming part of the Promoters / Promoter Groupat a price of Rs. 16/- on preferential basis in accordance with and in terms of theprovisions of Sections 42 and 62(1)(c) of the Companies Act 2013 read with rules framedthere under SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009 asamended from time to time and other applicable laws.
The paid up Equity Share Capital as on 31st March 2017 was Rs.117928000/-.
During the year under review the Company has neither issued any shares withdifferential voting rights nor granted any stock options nor any sweat equity.
The Company has increase the Authorised Share capital from Rs. 120000000/- to Rs.260000000/-
Cash and cash equivalent as on 31st March 2017 was Rs. 135189643/-. Thecompany continues to focus on judicious Management of its working capital Receivablesinventories and other working capital parameters are kept under strict checked bycontinuing monitoring.
The Company has not accepted any deposits during the year which would be covered underSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 as amended time to time.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Your Company has not given any loans or guarantees or made investment beyond the limitsmentioned under the provisions of Section 186 of the Companies Act 2013. The particularsof Loans Guarantees and Investments covered under the provisions of Section 186 of theCompanies Act 2013 are given in the notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. During the year theCompany had not entered into any contract/ arrangement/ transaction with related partieswhich could be considered material in accordance with the policy of the Company onmateriality of related party transactions (Annexure- A). The Company has formulated aRelated Party Transactions Policy brief of which is given in corporate governance report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany hence Corporate Social Responsibility (CSR) Committee is not constituted and noamount is paid on CSR activities.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V of the Listing Regulations is given separatelywhich may be taken as forming a part of this Report..
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal control system commensurate with the size of itsoperations. The Internal Auditor monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.
The Company's Internal Auditor's submit quarterly reports which are placed before theAudit Committee. Based on the report significant audit observations and correctiveactions thereon are presented to the Board.
Pursuant to Section 134 (3) (n) of the Companies Act 2013 company has the RiskManagement Plan. The details of risk have been covered in the Management Discussion andAnalysis Report forming part of the Board's report.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
As per the provisions of Section 177(9) of the Companies Act 2013 (Act') andlisting regulation the Company is required to establish an effective Vigil Mechanism fordirectors and employees to report genuine concerns. The Company has a Whistle BlowerPolicy to deal with the instances of fraud and mismanagement. The brief of the policy areexplained in the Corporate Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND 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 and Redressal)Act 2013. Internal Complaints Committee has been set up to redress the complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy. There were no cases reported during the yearended 31st March 2017 under this policy.
SUBSIDIARIES AND ASSOCIATES
The Company has no subsidiary associates and Joint Venture company. Hence theconsolidated financial results are not applicable for the year ended 31stMarch 2017.
Disclosure pursuant to Section 197 (14) of Companies Act 2013 is not applicable to theCompany.
Resignation of Director
Ms. Vibha Ramesh Luharuka tendered her resignation as the Director of the Companyw.e.f. 4th January 2017. Your Directors place on record her sincereappreciation of the valuable contribution made by her during her tenure as Director of theCompany.
Induction of Director
On the recommendations of the Nomination and Remuneration Committee your directorsappointed Mrs. Dimple Deepak Geruja as an Additional (Non- Executive Independent)Director on the Board of the Company for a period of 5 years.
Pursuant to Section 161 of the Companies Act 2013 Mrs. Geruja holds office only up tothe date of the forthcoming AGM of the Company and in accordance with the requirements ofSection 150 and 152 of the Companies Act 2013 her continuation as an IndependentDirector will required to be approved by the Members of the Company in the ensuing AGM fora period of 5 years with effect from 19th April 2017.
Directors retiring by rotation
In terms of the provisions of Section 152(6) of the Companies Act 2013 Mr. RatanKrishan Chopra Director retires by rotation at the ensuing Annual General Meeting andbeing eligible offers himself for re-appointment. He has confirmed that he is notdisqualified from being appointed as a Director in terms of Section 164 of the Act.
The profile of the Directors seeking re-appointment pursuant to the Listing Regulationand Companies Act 2013 is included in the notice which forms part of this Annual Report.
Key Managerial Personnel
Mr. Ravindra Kumar Rawal tendered his resignation as the Company Secretary and KeyManagerial Personnel of the Company with effect from 22nd November 2016. YourDirectors place on record his sincere appreciation of the valuable contribution made byhim during his tenure as Company Secretary of the Company.
Your Board appointed Ms. Kajol Oswal as the Company Secretary and Key ManagerialPersonnel of the Company with effect from 19th April 2017 on therecommendation made by Nomination and Remuneration Committee.
Pursuant to the provisions of Sections 196 197 198 and 203 of the Act read withSchedule V to the Act the Board of Directors of the Company upon recommendation of theAudit Committee and Nomination and Remuneration Committee approved appointment /re-appointment of Mr. Gulshan Chopra (DIN: 01068051) as Managing Director for a furtherperiod of 3 years w.e.f. 1st April 2017 subject to the approval of members.Mr. Gulshan Chopra has confirmed that he is not disqualified from being appointed as aDirector in terms of Section 164 of theAct.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received Declarations of Independence as stipulated under Section 149of the Companies Act 2013 from Independent Directors confirming that he/she is notdisqualified from appointing/continuing as Independent Director.
During the year ended 31st March 2017 the Board met nine times and the gapbetween two Board Meetings did not exceed 120 days. Details of the Board Meeting are givenin the Corporate Governance Report.
COMMITTEE OF THE BOARD
Currently there are four (4) Committees of the Board namely
Nomination and Remuneration Committee
Investors' Grievance Committee / Stakeholders Relationship Committee
The Board decides the terms of reference for these Committees. Minutes of meetings ofthe Committees are placed before the Board for information. The details as to thecomposition terms of reference number of meetings and related attendance etc. of theseCommittees are provided in detail in the Corporate Governance Report which forms a partof this Annual Report.
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations the Boardcarried out an annual evaluation of its own performance the Directors individually aswell as the evaluation of the working of its Committees. A meeting of the IndependentDirectors was held during the year under review.
TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS
Every new Independent Director of the Board is familiarised by the Executive Directors/Senior Managerial Personnel about the Company's strategy operations organisationstructure human resources quality finance and risk management.
Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/her role functions duties andresponsibilities as a director.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancialstatements and during the year no reportable material weaknesses in the designor operation were observed.
The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this report. All the recommendations made by theAudit Committee were accepted by the Board.
COMPANY'S REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committee andpursuant to Listing Regulations and Section 178 of the Companies Act 2013 framed apolicy for selection and appointment of Directors Key Managerial Personnel and fixingtheir remuneration. The brief description of Nomination and Remuneration Policy isprovided in the Corporate Governance Report which forms part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 your Directors based on therepresentations received from the Operating Management and after due enquiry it ishereby confirmed that:
i. In the preparation of annual accounts the applicable accounting standards have beenfollowed and no material departures have been made from the same;
ii. The Directors had in consultation with Statutory Auditor selected accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2017 and of the profit of the Company for the yearended on that date;
iii. 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 fraud andother irregularities;
iv. The directors have prepared the annual accounts on a "going concern"basis;
v. The directors have laid down internal financial controls which are adequate andoperating effectively;
vi. The directors have devised proper system to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant by the Regulators/Courts which would impact the going concernstatus of the Company and its future operations.
Ajay B. Garg Chartered Accountant (Membership No. 032538) were appointed as StatutoryAuditors of the Company from the conclusion of 18th AGM till the conclusion of19th AGM. Ajay B. Garg retire as Statutory Auditors of the Company from theconclusion of the ensuing Annual General Meeting. The Audit Report given by the Auditorson the financial statements of your Company is part of the Annual Report. The Notes onfinancial statement referred to in the Report are self-explanatory.
In terms of the provisions of Section 139 of the Companies Act 2013 and the Rulesmade thereunder it is mandatory to rotate the statutory auditors on completion of themaximum terms as permitted under the said section. Accordingly Ajay B. Garg CharteredAccountant retire as Statutory Auditor of the Company from the conclusion of the ensuingAnnual General Meeting as they have been the Auditors of your Company and have completedthier term (including three years of transitional period allowed under Section 139 readwith the Companies (Audit and Auditors) Rules 2014). The Audit Committee and the Boardat their respective meetings held on 4th September 2017 have recommended theappointment of A M N & Associates Chartered Accountants (Firm Registration No111928W) as Statutory Auditors of the Company. A M N & Associates will hold officefor a period of five consecutive years from the conclusion of 19th Annual General Meetingof the Company till the conclusion of 24th Annual General Meeting to be held inthe year 2022 subject to the approval of shareholders of the Company at the ensuingAnnual General Meeting and subsequent ratification at each Annual General Meeting upto the24th Annual General Meeting. Appropriate resolution for the same has beenincluded in the Notice convening the 19th AGM of the Company and that they arenot disqualified for appointment within the meaning of Section 139 of the said Act.Necessary resolution for the appointment of Statutory Auditors is included in the Noticeconvening the 19th Annual General Meeting for seeking the approval of themembers of the Company. The Board recommends their appointment
DISCLOSURE UNDER SECTION 134(3) (ca) READ WITH SECTION 143(12) OF THE COMPANIES ACT2013
The disqualifications by Statutory Auditors of the Company are mentioned in theAuditor's Report during financial under review and self explanatory.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed Azad Singh Yadav Practicing Company Secretaries (ACS:43305/COP: 16251) toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for thefinancial year 2016 17 forms part as"Annexure- B" to this Report.
STATUTORY AND SECRETARIAL AUDITOR OBSERVATION
Though the auditor has qualified that the company has defaulted on the bank and otherdues this was mainly due to the downturn in the economy for last 2 to 3 years. Companyhas also defaulted in repayment of its Public Deposits and Inter Corporate Deposit onmaturity and payment of Interest thereon. The company had suffered losses and could notbag any new projects but for the last 2 year the economy is looking up and we have madeprofits in this financial year and have bagged new projects also. The management isconfident with this revival we will be able to turn around and meet our obligationregularly and pay off all the dues in the coming years. Further with regard to Secretarialauditor's report company has not proper compliances in place and as per Auditor'sobservation company secretary of the company resigned with effect from 22ndNovember 2016 and there was no person to deal with filing documents with regulators allremarks by secretarial auditor mentioned in report itself which is part of this report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Additional information on conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Rule 8(3) of theCompanies (Accounts) Rules 2014 is annexed hereto and forms part of this Report. (Annexure-C)
Pursuant to the Listing Regulations a Report on Corporate Governanceand certificateobtainedfrom the Statutory Auditors confirming compliance is forming part of this Boards'Report.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT - 9 is annexedherewith as "Annexure-D".
PARTICULARS OF EMPLOYEES
The disclosures required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company are provided "Annexure-E" to this report.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Changes in nature of business.
2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
3. Material changes and commitments affecting the financial position of the Companybetween end of the financial year and the date of this report.
The relation between the employees' and the management of your Company continue to becordial.
Your Directors wish to place on record the appreciation of the dedicated efforts by theemployees at all levels. The Directors also wish to place on record their word of sincereappreciation to the bankers and financial institutions the investors the vendors thecustomers and all other business associates for their continued support.
| ||By Order of the Board of Directors || |
| ||For NIRAJ CEMENT STRUCTURALS LIMITED || |
|Place: Mumbai || || |
|Date: September 4 2017 || || |
| ||Ratan Krishan Chopra ||Gulshan Vijaykumar Chopra |
| ||Whole-Time Director ||Managing Director |
| ||DIN: 07413782 ||DIN: 01068051 |