You are here » Home » Companies » Company Overview » Purohit Construction Ltd

Purohit Construction Ltd.

BSE: 538993 Sector: Infrastructure
NSE: N.A. ISIN Code: INE147J01012
BSE LIVE 12:12 | 17 Oct 8.33 0.39
(4.91%)
OPEN

7.55

HIGH

8.33

LOW

7.55

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 7.55
PREVIOUS CLOSE 7.94
VOLUME 651
52-Week high 8.67
52-Week low 4.75
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 7.55
CLOSE 7.94
VOLUME 651
52-Week high 8.67
52-Week low 4.75
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Purohit Construction Ltd. (PUROHITCONST) - Director Report

Company director report

To

The Members

PUROHIT CONSTRUCTION LIMITED

Your Directors have pleasure in presenting 26th Annual Report together withthe Audited Financial Statements and Auditors' Report thereon for the year ended 31stMarch 2017.

FINANCIAL RESULTS:

Rs. in lacs

Particulars Standalone
For the year ended March 312017 For the year ended March 312016
Total Income (incl. Other Income) 893.60 255.52
Financial Expenses 2.22 11.84
Depreciation 24.34 25.86
Profit/ (Loss) Before Taxation 9.14 7.35
Less: Provision for Income Tax 7.35 5.00
Less: Provision for Deferred Tax (4.87) (4.81)
Less: Provision for Wealth Tax NIL NIL
Profit After Taxation 6.66 7.15
Less: Prior Period adjustment NIL NIL
Transfer to General Reserve NIL NIL
Surplus Brought Forward 100.51 93.36
Less: Depreciation Adjustment NIL NIL
Net Balance carried to balance Sheet 107.17 100.51

OPERATIONS/STATE OF AFFAIRS :

The Company was able to achieve Rs. 893.60 lacs as total income during the year ascompared to Rs.255.52 lac (2015-16) in previous year. During the year under review theCompany has earned net profit of Rs. 6.66 Lacs as compared to Rs. 7.15 Lacs duringprevious year.

DIVIDEND:

Since the Company needs to plough back the profits for the future development andexpansion dividend payment cannot be considered. Therefore your Directors have notrecommended any dividend for the financial year 2016-17.

AMOUNT TRANSFERRED TO RESERVES:

During the year Company has not transferred any amount to Reserves.

DEPOSITS:

The Company has not accepted any deposit from public during financial year 2016-17.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY FROM THE CONCLUSION OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

No material changes or commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate i.e. 31st March 2017 and the date of the Board's Report.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review there was no change in the nature of the business.

CHANGES IN SHARE CAPITAL:

During the year under review there was no change in the Company's issued subscribedand paid – up equity share capital. On March 31 2017 it stood at Rs.44 056000/-consisting of 4405600 equity shares of Rs.10/- each.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Shri Kumudchandra I Sheravia Director of the Company will retire by rotation at theensuing Annual General Meeting and being eligible has offered himself for reappointment.

Shri Narendra M Purohit has been re-appointed as Managing Director by the Board ofDirectors of the Company with effect from 01-04-2017 subject to approval of the members ingeneral meeting.

In accordance with the provisions of Section 149 of the Companies Act 2013 read withSchedule IV and the rules framed thereunder Shri Nishitkumar Gohil (holding DIN01663251) Shri Mahendra Sanghani (holding DIN 00755264) and Smt. Jagrutiben Shah (holdingDIN 05323587) who were appointed as Independent Directors for the periods of fiveconsecutive years shall hold the office till the conclusion of forthcoming Annual Generalmeeting. The resolutions proposing their re-appointment for further period of Five yearsare set out in the notice convening the Annual General Meeting.

The Board recommends the re-appointment of above Directors by passing of the necessaryresolutions.

Declaration by Independent Directors

The Independent Directors of the Company viz. Shri Mahendra Sanghani Shri NishitkumarGohil and Smt. Jagrutiben Shah have given declaration to the Company that they qualifythe criteria of independence as prescribed under Section 149 (6) of the Companies Act2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015.

Policy on Appointment and Remuneration of Directors KMP and Senior ManagementPersonnel.

The Policy of the Company on Directors' Appointment and remuneration of Directors'Remuneration of Key Managerial Personnel and other employees of the company pursuant tosub – Section(3) of Section 178 is appended as Annexure -1 to this Report. The Policyhas been posted on the website of the Companyhttp://www.purohitconstruction.com/InvestorRelations.aspx

Formal Annual Evaluation Process by Board;

The Company has in place a formal mechanism for evaluating its performance as well asthat of its Committees and individual Directors including the Chairman of the Board. TheBoard after taking into consideration the criteria of evaluation laid down by theNomination and Remuneration Committee in its policy such as Board Composition level ofinvolvement performance of duties attendance etc. had evaluated its own performance theperformance of its committees and Independent Directors (excluding the Director beingevaluated) and that of the Chairman and the Non-Independent Directors was carried out bythe Independent Directors in their separate meeting held.

The Board of Directors was satisfied with the evaluation results which reflected theoverall engagement of the Board and its Committees with the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

In terms of section 134 (5) of the Companies Act 2013 in relation to financialstatements for the year 2016-17 the Board of Directors state that: In the preparation ofAnnual Accounts for the period ended March 31 2017 the applicable accounting standardshave been followed along with proper explanation relating to material departures.

The Directors have selected such 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 at the end of the financial year and of theProfit of the Company for the year ended March 31 2017.

The Directors have 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; TheDirectors have prepared the annual accounts on a going concern basis.

The Directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

NUMBER OF MEETINGS OF BOARD:

During the year under review four meetings of the Board of Directors were held detailsof which are given in the ‘Corporate Governance Report' forming part of this AnnualReport. This intervening gap between any two meetings was within the period prescribed bythe Companies Act 2013.

DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014:

Details pertaining to remuneration and other details as required under Section 197 (12)of the Companies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as Annexure 2 to this report. In terms of provisions ofSection 136(1) of the Act the Annual Report excluding the disclosures pertaining toremuneration and other details as required under Section 197(12) of the Act read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is being sent to the members of the Company. The said information is open for inspectionat the registered office of the Company during working hours and any member interested inobtaining such information may write to the Company Secretary and the same will befurnished on request.

PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY :

All Transaction entered into with the Related Parties during the financial year underthe review were on an arm's length basis and were in the ordinary course of business.

The Policy on materiality of related Party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's websitehttp://www.purohitconstruction.com/InvestorRelations.aspx The summary of related partytransaction is given in AOC-2 is annexed herewith as Annexure – 3 which forms part ofthis report.

AUDITORS AND AUDITORS' REPORT:

Pursuant to the provisions of Section 139 (2) of the Companies Act 2013 the StatutoryAuditors M/s. Gattani & Associates Chartered Accountants (FRN:103097W) who have beenacting as statutory auditors of the Company for more than ten years cannot be reappointedat the ensuing Annual General Meeting In view of the said provisions of the Companies Act2013 the Board of Directors on the recommendation of Audit Committee has approached M/sSaurabh R Shah & Co Chartered Accountants (Firm Registration Number 127176W) fortheir appointment as Statutory Auditors of the Company. They have consented to act as theStatutory Auditors of the Company and have also given the confirmation to the effect thattheir appointment if made by the Company would be within the limits prescribed underSection 139 of the Companies Act 2013.

Accordingly a resolution seeking members' approval for their appointment as StatutoryAuditors of the Company for the period of 5 consecutive years from the conclusion of thisAnnual General Meeting till the conclusion of Annual General Meeting to be held for thefinancial year 2021-22 is proposed. The Board recommends passing of the proposedresolution.

Auditors' report for the year under review does not contain any qualifications whichcall for any explanation from the Board of Directors.

INTERNAL AUDITOR:

The Board on the recommendation of Audit Committee had appointed M/s. D.M.J &Company Chartered Accountants (FRN : 130199W) as an Internal Auditors for the financialyear 2017-18.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has a proper and adequate system of internal control in all spheres of itsactivities to ensure that all its assets are safeguarded and protected against loss fromunauthorized use or disposition and that the transactions are authorized recorded andreported diligently.

The Company ensures adherence to all internal control policies and procedures as wellas compliances with all regulatory guidelines. The Audit Committee of the Companyperiodically reviews the adequacy of internal financial controls.

SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of section 204 of the Companies Act 2013 the Board hasappointed M/s. Parikh & Dave Associates Company Secretaries to undertake SecretarialAudit of the Company.

A report from Secretarial Auditor is annexed to this Report herewith as Annexure- 4.The same does not contain any qualification reservation or adverse remark or disclaimer.

INDUSTRIAL RELATIONS:

The Company has maintained cordial relations with the employees of the Companythroughout the year. The Directors wishes to place on record sincere appreciation for theservices rendered by the employees of the Company during the year.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

RISK MANAGEMENT:

The Company has formulated the Risk Management Policy in order to safeguard theorganization from various risks through timely actions and to mitigate the effect of riskbearing impact on the Business.

In the opinion of the Board there has been no identification of element of Risk thatmay threaten the existence of the Company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees Investment and Advances made if any are described innotes to the Financial Statement.

EXTRACT OF ANNUAL RETURN:

As required by the provisions of Section 134(3)(a) of the Companies Act 2013 andrelevant rules made there under the extract of the annual return as provided undersub-section (3) of section 92 is attached herewith Annexure 5.

CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION & ANALYSIS AND OTHER INFORMATIONREQUIRED UNDER THE COMPANIES ACT 2013.

A separate report on Corporate Governance Compliance and a Management Discussion andAnalysis Report as stipulated in Regulation 34 (3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") forms part ofthe Director's Report as Annexure- 6 and 7 respectively along with the requiredCertificate from the auditor's regarding compliance of the conditions of CorporateGovernance.

AUDIT COMMITTEE:

The particulars of an Audit Committee of the Company constituted as per provisions ofthe Act read with rules framed thereunder and Listing Regulations are given in theCorporate Governance Report forming part of this report.

The recommendations of Audit Committee were duly accepted by the Board of Directors.

SUBSIDIARIES COMPANIES ASSOCIATES AND JOINT VENTURE COMPANIES:

The Company doesn't have any Subsidiaries Associates or Joint Venture Companies.

SAFETY HEALTH AND ENVIRONMENT:

Safety: The Company encourages a high level of awareness of safety issues among itsemployees and strives for continuous improvement. All incidents are analysed in the safetycommittee meetings and corrective actions are taken immediately. Employees are trained insafe practices to be followed at work place.

Health: Your Company attaches utmost importance to the health of its employees.Periodic checkup of employees is done to monitor their health. Health related issues ifany are discussed with visiting Medical Officer.

Environment: Company always strives hard to give importance to environmental issues innormal course of operations. Adherence to Environmental and pollution control Norms as perGujarat Pollution Control guidelines is of high concern to the Company.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Pursuant to Section 177 of the Companies Act 2013 the rules made thereunder and theRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has established a Vigil Mechanism for directors and employees to reportgenuine concerns about any instance of any irregularity unethical practice and/ormisconduct. The Details of the Vigil policy is explained in the Corporate GovernanceReport and posted on the website of the Company http://www.purohitconstruction.com/InvestorRelations.aspx

DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

Considering gender equality the Company has zero tolerance for sexual harassment atworkplace. The Company has an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.

No complaints were received during the year 2016-17:

This policy posted on the website of thehttp://www.purohitconstruction.com/InvestorRelations.aspx

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Statement of particulars with respect to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earning and Outgo pursuant to provisions of 134 of theCompanies Act 2013 is given in Annexure-8 to this Report.

CODE OF CONDUCT:

The Company has laid down a Code of Conduct applicable to the Board of Directors andSenior management which is available on Company's website. All Board members and seniormanagement personnel have afirmed compliance with the Code of Conduct.

CODE OF FAIR DISCLOSURE:

As required under the new Insider Trading Policy Regulations of SEBI your Directorshave framed new Insider Trading Regulations and Code of Internal Procedures and Conductsfor Regulating Monitoring and Reporting of Trading by Insider. For details please referto the company's website on following linkhttp://www.purohitconstruction.com/InvestorRelations.aspx.

ENHANCING SHAREHOLDERS VALUE:

Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.

INSURANCE:

The Company has taken adequate insurance to cover its assets.

LISTING:

Your company's shares are listed with The BSE Limited Mumbai. (Stock Code: - 538993)and Ahmedabad Stock Exchange Limited (scrip code: - PCL). The Company has already paidAnnual Listing fees to BSE Limited.

CAUTIONARY STATEMENT:

Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.

ACKNOWLEDGMENTS:

Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers vendors andother business partners for the excellent support received from them during the year. TheDirectors place on record their sincere appreciation to all employees of the Company fortheir unstinted commitment and continued contribution to the Company.

FOR AND ON BEHALF OF THE BOARD
FOR PUROHIT CONSTRUCTION LIMITED
Narendra Purohit
Date : 8th August2017 Chairman & Managing Director
Place : Ahmedabad ( DIN: 00755195 )

ANNEXURE : 1

NOMINATION REMUNERATION POLICY

In terms of section 178 of the companies act 2013 this policy on nomination andremuneration of directors key managerial personnel senior management and other employeesof the company has been formulated by the nomination and remuneration committee of thecompany and approved by the board of directors.

I. The following matters of provisions of the companies act 2013 have been includedand considered while formulating the remuneration policy for the company.

(a) Criteria determining the qualifications positive attributes and independence of aDirector.

(b) Appointment and removal of Directors Key Managerial Personnel Senior Management.

(c) Remuneration for the Directors Key Managerial Personnel Senior Management andother employees.

(d) Evaluation of performance of the Directors of the Company.

(e) Scope and Role of the Nomination and Remuneration Committee (f) Disclosures in theDirectors' Report

II. Objective:

(a) The key objective of this policy is to enable a framework that allows attractingand retaining competitive and skilled human resource in the company and for competitiveand fair rewards for the achievement of key deliverables and also aligns with practice inthe industry and shareholders' expectations. This policy reviews the compensation packagepayable to the executive and non-executive directors key management personnel the seniormanagement and other employees of the company.

(b) When deciding remuneration the committee will consider the market scenariobusiness performance of the company and the remuneration practices in industry.

III. Criteria determining the qualifications positive attributes and independence of adirector and policy for appointment and removal: (a) Independent directors

1. Qualifications of independent director:-

An independent director shall possess appropriate skills experience and knowledge inone or more fields of finance law management sales marketing administrationresearch corporate governance operations or other disciplines related to the company'sbusiness.

2. Positive attributes of independent directors:-

An independent director shall be a person of integrity who possesses relevantexpertise and experience and who shall uphold ethical standards of integrity and probity;act objectively and constructively; exercise his responsibilities in a bonafide manner inthe interest of the company; devote sufficient time and attention to his professionalobligations for informed and balanced decision making; and assist the company inimplementing the best corporate governance practices.

3. Independence of independent directors:-

An independent director should meet the requirements of section 149 schedule iv ofthe companies act 2013.

(b) Other directors and senior management

1. the committee shall identify and ascertain the integrity qualificationexpertise and experience of the person for appointment as director or at senior managementlevel and recommend to the board his/her appointment.

2. a person should possess adequate qualification expertise and experience for theposition he/she is considered for appointment. The committee has discretion to decidewhether qualification expertise and experience possessed by a person issufficient/satisfactory for the concerned position.

3. the company shall not appoint or continue the employment of any person as whole-timedirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.

Moreover any person appointed shall not continue in the company if the evaluation ofhis performance is not satisfactory to the nomination and remuneration committee.

(c) Rationale for remuneration framework

1. Internal ratios: the compensation package for employees at levels lower thanexecutive directors should be revised in the form of performance increments structuralimprovements and cost of living adjustments at regular intervals. This will lead to acompressing of the compensation differential between the lowest and highest levels ofexecutive management.

2. Compliance & risk parameters: in view of company law regulations the complianceroles of executive directors far outweigh that of any other level and consequently therisk parameters associated with these jobs are of a significantly higher level as comparedto the junior levels and accordingly the remuneration should be paid.

IV. Remuneration pattern:

a) Executive directors:

(1) Structure: a summary of the structure set is as mentioned below:

Components Item Description Policy
Base salary • reflects the person's experience criticality of the role with the company and the risk factor involved • consolidated salary fixed for each financial year Normally positioned as the highest as compared to the other components.
• this component is also used for paying retiral benefits
• paid on a monthly basis
Short-term incentive • based totally on the performance of the director • variable component of the remuneration package Determined by the nomination and remuneration
• paid on an annually basis Committee after year-end based on the evaluation of performance against the pre-determined financial and non- financial metrics
Long-term incentive • drive and reward delivery of sustained long-term performance • variable long-term remuneration component. Determined by the nomination and remuneration committee and distributed on the basis of time level and performance
Retiral benefits • provide for sustained contribution • accrues depending on length on service. Paid post separation from the company as per the rules of the provident fund and gratuity acts

b) Key management personnel and senior management and other employees:

1. "senior management" shall mean the personnel of the company who aremembers of its core management team excluding the board of directors including functionalheads.

2. the remuneration package of the key management and senior management and otheremployees comprises of:

Fixed remuneration: this includes a monthly salary such as consolidated pay variablehouse rent allowance compensatory allowance utility allowance interest subsidy onhousing loans;

Annual allowances: this consists of leave travel allowance medical reimbursement andhouse maintenance allowance.

Retrials: this includes provident fund gratuity and superannuation if any.

c) Non-executive directors: The board is responsible for setting policy in relationto the non-executive directors' fees and reviews them periodically. General policy is toprovide fees in line with market practice for similar non-executive director roles in thecomparable corporate and institutions in India. Fees paid to the non-executive directorsalso take account of the company's complexity the significant travel and time commitmentsrequired for attending board and other meetings in India and the risk profile of thecompany. The remuneration to the non-executive directors should be determined as per theprovisions of the companies act 2013 and related rules framed there under. However thenomination and remuneration committee may from time to time suggest the payment andrevision in the same as and when necessary.

d) Remuneration mix: The total remuneration package is designed to provide anappropriate balance between fixed and variable components with focus on performancerelated pay so that strong performance is incentivized but without encouraging excessiverisk taking.

e) Scope and role of the nomination and remuneration committee (‘the committee'): Thecommittee in addition to the responsibilities specified as per companies act 2013 wouldplay a pivotal role in ensuring the governance as follows:

I. Recommend to the board a policy relating to the remuneration for the directors keymanagerial personnel (kmp) and other employees

II. The nomination and remuneration committee shall while formulating the remunerationpolicy ensure that: A) the level and composition of remuneration is reasonable andsufficient to attract retain and motivate directors of the quality required to run thecompany successfully.

B) relationship of remuneration to performance is clear and meets appropriateperformance benchmarks.

C) remuneration to directors key managerial personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals.

III. The nomination and remuneration committee shall ensure that the remunerationpolicy is disclosed in the board's report.

f) Disclosures:

Disclosure(s) in board's report should be made by the company as provided in rule 5 ofthe companies (appointment and remuneration of managerial personnel) rules 2014 asamended from time to time.

FOR AND ON BEHALF OF THE BOARD
FOR PUROHIT CONSTRUCTION LIMITED
Narendra Purohit
Date : 8th August2017 Chairman & Managing Director
Place : Ahmedabad ( DIN: 00755195 )

ANNEXURE – 2

DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014.

I. Ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year ended 31st March 2017;

Sr. No Name of Director Remuneration Median Remuneration Ratio
1. Shri Narendra Purohit 1197600 422805 2.83:1
2. Shri Saumil Purohit 1137600 422805 2.69:1

II. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;

Sr. No. Director /Key Managerial Personnel % Increase
1. Shri Narendra Purohit 5.05
2. Shri Saumil Purohit 5.06
3. Shri Nishit Sandhani- Company Secretary 41.90
4. Shri Sanny Parante –CFO 8.79

III. The percentage increase in the median remuneration of employees in the financialyear: 3.81% increase IV. The number of permanent employees on the rolls of company; 8

V. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration; The averageincrease in salaries of employees other than managerial personnel in 2016-17 was 2.05%.Percentage increase in the managerial remuneration for the year was 5% to 42%. Annualincrease in remuneration is as per terms of appointment and are in conformity withremuneration policy industry pattern qualifications & experience responsibilitiesshouldered and individual performance of managerial personnel and other employees.

VI. The key parameters for any variable component of remuneration availed by thedirectors; The Directors have not availed any variable remuneration components.

VII. Affirmation that the remuneration is as per the remuneration policy of thecompany:

We hereby affirm that the remuneration given to all the employees Directors and KMP isas per the Remuneration policy of the Company.

FOR AND ON BEHALF OF THE BOARD
FOR PUROHIT CONSTRUCTION LIMITED
Narendra Purohit
Date : 8th August2017 Chairman & Managing Director
Place : Ahmedabad ( DIN: 00755195 )

Annexure 3

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014) Form for disclosure of particulars ofcontracts/arrangements entered into by the Company with related parties referred to insubsection (1) of Section 188 of the Companies Act 2013 including certain arm's lengthtransactions under third proviso thereto

1. Details of contracts or arrangements or transactions not at arm'slength basis:

Name(s) of the related party and nature of relationship Nature of contracts / arrangements / transactions Duration of the contracts / arrangements / transactions Salient terms of the contracts / arrangements / transactions including the value if any Justification for entering into such contracts / arrangements / transactions Date(s) of approval by the Board Amount paid as advances if any Date on which the special resolution was passed in general meeting as required under first proviso to Section 188
(a) (b) (c) (d) (e) (f) (g) (h)
No such transaction

2. Details of material contracts or arrangement or transactions at arm's lengthbasis:

Name(s) of the related party and nature of relationship Nature of Relationship Nature of contracts / arrangements / transactions Duration of the contracts / arrangements / transactions Salient terms of the contracts / arrangements / transactions including the value if any: Date(s) of approval by the Board if any: Amount paid as advances if any
(a) (b) (c) (d) (e) (f) (g)
Narendra Purohit Managing Director Civil Work Contracts 3 Years In tune with market parameters Annual Value of Rs.43462375 N.A Special Resolution passed on 17/09/2016* Nil
Narendra Purohit Managing Director Reimbursement of expense (Rent) 3 Years Rs.340244 N.A Special Resolution passed on 17/09/2016* Nil
Aabhar Procon LLP A LLP in which director and relative of Director are designated partners Civil Work Contracts 3 Years Rs.48024974 N.A Special Resolution passed on 17/09/2016* Rs.1179789
NSHB Projects A firm in which director is partner Civil Work Contracts 3 Years Rs.12086980 N.A* Rs.3168600

Notes: * All the related party transactions are entered on arm's length basis andin ordinary course of business and at prevailling industrial contract price and terms forsaid transcation. The Company by following the spirit of good corporate governancepractice has taken the approval from members at their Annual General Meeting held on 17thSeptember2016.

FOR AND ON BEHALF OF THE BOARD
FOR PUROHIT CONSTRUCTION LIMITED
Narendra Purohit
Date : 8th August2017 Chairman & Managing Director
Place : Ahmedabad ( DIN: 00755195 )

ANNEXURE – 8

Additional information as per Section 134 of The Companies Act 2013 and forming partof the Director's Report for the year ended on 31st March 2017.

(A) CONSERVATION OF ENERGY:

(A) Conservation of energy-
(i) the steps taken or impact on conservation of energy; Necessary precautions have been taken while designing process and equipment to ensure conservation of energy through the use of fuel efficient devices and advanced instrumentation systems..
(ii) the steps taken by the company for utilizing alternate sources of energy; Not Applicable.
(iii) the capital investment on energy conservation equipments; There is no specific investment plan for energy conservation.

(B) TECHNOLOGY ABSORPTION- NIL

(C) FOREIGN EXCHANGE EARNING AND OUTGO:

(Rs. In Lac)
For the year Ended on 31stMarch2017 31stMarch2016
Foreign Exchange earnings NIL NIL
Foreign Exchange outgo NIL NIL

 

FOR AND ON BEHALF OF THE BOARD
FOR PUROHIT CONSTRUCTION LIMITED
NARENDRA PUROHIT
DATE : 8th August2017 CHAIRMAN & MANAGINGDIRECTOR
PLACE : AHMEDABAD (DIN: 00755195)