Your Directors are pleased to present the 18th Annual Report on the business andoperations of the Company together with the Audited Financial Statements for the financialyear ended March 31 2016 and on the state of affairs of the company.
FINANCIAL SUMMARY HIGHLIGHTS
The highlights of the performance
( Rs. in Rupees)
|Particulars ||For the period ended ||For the period ended |
| ||31.03.2016 ||31.03.2015 |
|TOTAL INCOME || || |
|Contract Receipts ||1060342459 ||840623040 |
|Other Income ||11528473 ||5121334 |
|Total ||1071870932 ||845744374 |
|TOTAL EXPENDITURE || || |
|Works Cost ||1034792301 ||676523427 |
|Operations and Other Exp. ||11397093 ||141923870 |
|Depreciation ||15699742 ||18033920 |
|PROFIT/ (LOSS) ||9981796 ||9263157 |
|Tax || || |
|Current Tax ||-3700000 ||00 |
|Deferred Tax Assets/(Liabilities) ||317991 ||244501 |
|Bal. B/f. Prior period Adj. || || |
|BALANCE CARRIED TO BALANCE SHEET ||6599787 ||9507658 |
During the year under review Income from Operations increased to 1060342459 Rupees from840623040 Rupees in previous year.
The Net Profit after charging interest depreciation and deferred tax liability stoodat Rs. 6599787 Rupees.
The Company is in Infrastructure business of Construction of highways expresswaysturnkey projects roads bridges tunnels etc. of the Company however your Company isdeploying its resources in the best possible way to increase business volumes and plans toachieve increased 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 2015-16
The paid up Equity Share Capital as on March 31 2016 was 107928000 Rupees. During theyear under review the Company has neither issued any shares with differential votingrights nor granted any stock options nor any sweat equity. Except Mr. Gulshan KumarChopra Managing Director of the Company who holds 1940946 Equity Shares in the
Company and Mr. Vijaykumar Rajkumar Chopra Whole Time Director (Passed away on 5th ofNovember 2015) of the company who had 686551 Equity Shares in the Company none of theother Directors or Key Managerial Personnel of the Company hold shares in the Company.
Cash and cash equivalent as on March 31 2016 was 66437283 Rupees. The companycontinues to focus on judicious
Management of its working capital Receivables inventories and other working capitalparameters are kept under strict checked by continuing 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 onarms length basis and were in the ordinary course of the business. During the yearthe Company had not entered into any contract/ arrangement/ transaction with relatedparties which 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.
INFORMATION ON THE STATE OF AFFAIRS OF THE COMPANY
Information on the operational and financial performance among others is given in theManagement Discussion and
Analysis which is annexed to this report and is in accordance with the listingregulations Agreement.
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 Companys Internal Auditors submit quarterly reports which are placedbefore the Audit Committee. Based on the report significant audit observations andcorrective actions 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 Boards report.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
As per the provisions of Section 177(9) of the Companies Act 2013 (Act)and listing regulation the Company is required to establish an effective Vigil Mechanismfor directors 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 March 31 2016 under this policy.
SUBSIDIARIES AND ASSOCIATES
The Company has no subsidiary associates and Joint Venture company. Hence theconsolidated financial results are not prepared for the year ended 31st March 2016.
Disclosure pursuant to Section 197 (14) of Companies Act 2013 is not applicable to theCompany.
In terms of the provisions of Section 152(6) of the Companies Act 2013 Mr. GulshanVijaykumar Chopra Director retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for re-appointment. The profile of the Directorseeking re-appointment pursuant to the Listing Regulation and Companies Act 2013 isincluded in the notice which forms part of this Annual Report.
APPOINTMENT OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Ratan Krishan Chopra was appointed as an Additional Director of the Company with effectfrom 12.02.2016 and holds office up to the date of ensuing Annual General Meeting of thecompany eligible for appointment and in respect of whom the Company has received a noticein writing from a member under the provisions of section 160 of the companies Act
2013 proposing his candidature for the office of a Director liable to retire byrotation. The members are requested to approve his appointment in ensuing annual generalmeeting.
Mr. Ratan Krishan Chopra has been appointed as whole-time director for a period offive years commencing from 22nd of August 2016.The members are requested to approve hisappointment in the ensuing annual general meeting. Mr. Soni Radhey Agarwal was appointedas Chief Financial Officer of the company with effect from 1st of April 2015.
RESIGNATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
On 5th November 2015 we at Niraj Cement Structurals Limited were saddened loss Mr.Vijay Kumar Chopra whole time director of Niraj Cement Structurals Limited.
Mrs. Sonali Ghule Company Secretary resigned with effect from 2nd of July 2015.
Other than this no Director or Key Managerial Personnel has resigned during the yearunder consideration.
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 March 31 2016 the Board met nine times and the gap between twoBoard Meetings did not exceed 120 days. Details of the Board Meeting are given in theCorporate Governance 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 Audit Committee Nomination and RemunerationCommittee and Stakeholder Relationship Committee. A meeting of the Independent Directorswas 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 Companys 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 financialcontrols with reference tofinancial statements 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.
COMPANYS 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 fixing their remuneration. The brief description ofNomination and Remuneration Policy is provided in the Corporate Governance Report whichforms 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 is hereby confirmed that: i. In thepreparation of annual accounts the applicable accounting standards have been followed andno material departures have been made from the same; ii. The Directors had in consultationwith Statutory Auditor selected accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2016 and of the profit of theCompany for the year ended on that date; iii. The directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; iv. The directors have preparedthe annual accounts on a "going concern" basis; v. The directors have laid downinternal financial controls which are adequate and operating effectively; vi. Thedirectors have devised proper system to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS and materialorders passed by the Regulators/Courts which would impact the going concernTherewerenosignificant status of the Company and its future operations.
The Members at the 16th Annual General Meeting approved the appointment of Mr. Ajay B.Garg Chartered Accountant (Membership No. 032538) as Statutory Auditors of the Companyunder Section 139 of the Companies Act 2013 to hold office for a period of three yearsfrom the conclusion of 16th Annual General Meeting till the conclusion of the 19th Annual
Mr. Ajay B. Garg Chartered Accountant has confirmed that they eligible to act asAuditors of the Company under Section 141 of the Companies Act 2013 and the Rules framedthereunder. As required by the Companies Act 2013 the Members are requested to ratifytheir appointment as Statutory Auditors for the financial year 2016-17.
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 theAuditors Report during financial year 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 CS Ruchi Vijayvergiya Practicing Company Secretaries (ACS:22614/COP: 11450) toundertake the Secretarial Audit of the Company. The Secretarial
Audit Report for the financial year 2015 16 forms part as "Annexure- C" tothis 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 one 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 Secretarialauditors report company has not proper compliances in place and as perAuditors observation company secretary of the company resigned with effect from 2ndof July 2015 and there was no any filingof various e-forms and person to deal withdocuments with regulators all remarks by secretarial auditor mentioned in report itselfwhich 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- D)
Pursuant to the Listing Regulations a Report on Corporate Governanceand certificateobtainedfrom the Statutory
Auditors confirming compliance is forming part of this Board 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-E".
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 ofemployees of the Company are provided "Annexure- F" to this report.
The relation between the employees and the management of your Company continue tobe cordial.
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 sincere appreciation to thebankers and financial institutions the investors the vendors the customers and allother business associates for their continued support.
| || ||By Order of the Board of Directors |
| ||For NIRAJ CEMENT STRUCTURALS LIMITED || |
|Place: Mumbai ||s/d ||s/d |
|Date: August 22 2016. ||Ratan Krishan Chopra ||Gulshan Vijaykumar Chopra |
| ||Additional Director ||Managing Director |