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Ahluwalia Contracts (India) Ltd.

BSE: 532811 Sector: Infrastructure
NSE: AHLUCONT ISIN Code: INE758C01029
BSE 00:00 | 17 Feb 316.10 -2.50
(-0.78%)
OPEN

355.30

HIGH

355.30

LOW

316.10

NSE 00:00 | 17 Feb 319.90 -5.65
(-1.74%)
OPEN

325.00

HIGH

328.45

LOW

315.95

OPEN 355.30
PREVIOUS CLOSE 318.60
VOLUME 48
52-Week high 385.00
52-Week low 247.00
P/E 25.85
Mkt Cap.(Rs cr) 2,118
Buy Price 316.10
Buy Qty 4.00
Sell Price 323.00
Sell Qty 2.00
OPEN 355.30
CLOSE 318.60
VOLUME 48
52-Week high 385.00
52-Week low 247.00
P/E 25.85
Mkt Cap.(Rs cr) 2,118
Buy Price 316.10
Buy Qty 4.00
Sell Price 323.00
Sell Qty 2.00

Ahluwalia Contracts (India) Ltd. (AHLUCONT) - Director Report

Company director report

To

The Members

The Directors are pleased to present to you the 40th Annual Report on the business andoperations of your Company along with the Audited Financial Statements of Account for theyear ended 31.03.2019.

FINANCIAL HIGHLIGHTS

The Standalone Financial Results of the Company for the Year ended 31.03.19 is assummarized below:

(Rs. In Lakhs)
Particulars Year Ended Year Ended
31.3.2019 31.3.2018
Revenue from Operations 175218.32 164658.50
Other Income 977.29 630.88
Total Income: 176195.62 165289.38
Total Expenditure other than Finance Cost and Depreciation and Amortisation 153587.77 142732.62
Profit Before Finance Cost and Depreciation and Amortisation and Tax 22607.84 22556.76
Depreciation and Amortisation Expenses 2755.79 2562.77
Profit Before Finance Cost and Tax 19852.06 19993.99
Finance Cost (Net) 1922.40 2507.85
Profit Before Tax 17929.66 17486.14
Provision for Current Tax 6924.47 6703.86
Provision for Deferred Tax -721.39 -762.39
Net Profit 11726.58 11544.67
Re-measurement of Defined Benefits Plans -183.12 116.08
Total Comprehensive Income 11543.45 11660.76

The Consolidated Financial Results of the Company for the Year ended 31.03.2019 is assummarized below:

(Rs. In Lakhs)
Particulars Year Ended Year Ended
31.3.2019 31.3.2018
Revenue from Operations 175218.32 164658.50
Other Income 977.29 630.88
Total Income: 176195.62 165289.38
Total Expenditure other than Finance Cost and Depreciation and Amortisation 153594.15 142735.47
Profit Before Finance Cost and Depreciation and Amortisation and Tax 22601.46 22553.91
Depreciation and Amortisation Expenses 2755.79 2562.77
Profit Before Finance Cost and Tax 19845.67 19991.14
Finance Cost (Net) 1922.40 2507.85
Profit Before Tax 17923.27 17483.29
Provision for Current Tax 6924.47 6703.86
Provision for Deferred Tax -721.39 -762.39
Net Profit 11720.20 11541.82
Re-measurement of Defined Benefits Plans -183.12 116.08
Total Comprehensive Income 11537.07 11657.90

DIVIDEND

Based on the Company’s performance the Directors of your Company recommend adividend of 15% (Rs. 0.30 paisa per share of Rs. 2/- each) subject to the approval of theMembers in the ensuing Annual General Meeting of the Company.

ADOPTION OF INDIAN ACCOUNTING STANDARDS ("IND AS")

The Company has adopted Indian Accounting Standards ("Ind AS") andaccordingly these financial statements have been prepared in accordance with the same asrequired under section 133 of the Companies Act 2013 read with rules made there under.The date of transition to Ind AS is 01 April 2016. The impact of transition has beenaccounted for in the opening reserves and the comparative period figures have beenreinstated accordingly.

FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY’S AFFAIRS

The Standalone Total Revenue for FY 2019 was Rs. 176195.62 Lakhs (Previous Year: Rs.165289.38 Lakhs). The Operating Profit stood at Rs. 21630.55 Lakhs as against Rs. 21925.88Lakhs in the Previous Year. The Net Profit for the year stood at Rs. 11726.58 Lakhsagainst Rs. 11544.67 Lakhs reported in the Previous Year.

The Consolidated Total Revenue for FY 2019 was Rs. 176195.62 Lakhs (Previous Year: Rs.165289.38 Lakhs) registering a growth of 6.60%. The Consolidated Operating Profit stoodat Rs. 21624.17 Lakhs (Previous Year: Rs. 21923.07 Lakhs). The Consolidated Profit aftertax stood at Rs. 11720.20 Lakhs (Previous Year: Rs. 11541.82 Lakhs).

CHANGES IN NATURE OF BUSINESS:

There was no change in the nature of business of the Company during the year underreview.

ANNUAL PERFORMANCE

Details of the Company’s annual financial performance as published on theCompany’s website and presented during the Analyst Meet after declaration of annualresults can be accessed on the Company’s website at www.acilent.com

CURRENT BUSINESS AND PERFORMACE FROM OPERATIONS SHARE CAPITAL

The paid up Equity Share Capital as at March 31 2019 stood at Rs. 1339.75 Lakhs.During the year under review the Company has not issued shares or convertible securitiesor shares with differential voting rights nor has granted any stock options or sweatequity or warrants.

TRANSFER TO RESERVE

The Company did not transfer any amount to General Reserve during the year.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the period under review and till the date of this Report the Board of theCompany consists of the following Directors:

Sr. No. Name of the Director / KMP Category of Directorship / Designation
1 Mr. Bikramjit Ahluwalia DIN:00304947 Executive Managing Director (Whole Time)
2 Mr. Shobhit Uppal DIN:00305264 Executive (Whole Time)
3 Mr. Vikas Ahluwalia DIN:00305175 Executive (Whole Time)
4 *Mr. Vinay Pal DIN: 02220101 Executive (Whole Time)
5 Mr. Arun Kumar Gupta DIN:00371289 Independent Non-Executive
6 Dr. Sushil Chandra DIN:00502167 Independent Non-Executive
7 **Mr. S K Chawla DIN:0048001 Independent Non-Executive
8 Dr. Mohinder Sahlot DIN:01363530 Independent Non-Executive
9 ***Mr. Rajendra Prashad Gupta DIN: 02537985 Independent Non-Executive
10 ****Mr. Sanjiv Sharma DIN: 08478247 Executive (Whole Time)
11 Mr. Satbeer Singh Chief Financial Officer
12 Mr. Vipin Kumar Tiwari Company Secretary

Notes:

**Mr. S K Chawla Ceased w.e.f. 31.03.2019 *Mr. Vinay Pal Resigned w.e.f. 31.05.2019

***Mr. Rajendra Prashad Gupta appointed as Independent Director w.e.f.24.07.2019

****Mr. Sanjiv Sharma appointed as Whole Time Director w.e.f. 01.08.2019

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act the following are the Key Managerial Personnel(KMP) of the Company as on 31.03.2019:

Sr. No. Name of the Director/ DIN Category of Directorship
1 Mr. Bikramjit Ahluwalia DIN:00304947 Executive Managing Director (Whole Time)
2 Mr. Satbeer Singh Chief Financial Officer
3 Mr. Vipin Kumar Tiwari Company Secretary

THE DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED/ RESIGNED DURING THEYEAR

Mr. Arun Kumar Gupta Dr. Sushil Chandra and Mr. S K Chawla were appointed asIndependent Directors of the Company with effect from April 1 2014 to hold office uptoMarch 31 2019. Pursuant to the recommendation of the Nomination and RemunerationCommittee the Board at its Meeting held on March 29 2019 has approved the re-appointmentof Mr. Arun

Kumar Gupta & Dr. Sushil Chandra for a further term of five years to hold officefrom April 1 2019 to March 31 2024 subject to the approval of shareholders by SpecialResolution in the ensuing Annual General Meeting of the Company.

Based on their skills experience knowledge and report of their performanceevaluation the Board was of the opinion that their association would be of immensebenefit to the Company and it would be desirable to avail their services as IndependentDirectors.

Mr. S.K. Chawla ceased to be the Director of the Company w.e.f. 31st March 2019 andMr. Vinay Pal resigned w.e.f. 31st May 2019. Further Mr. Rajendra Prashad Gupta wasappointed as an Independent Director of the Company w.e.f. 24th July 2019 and Mr. SanjivSharma was appointed as a Whole Time Director of the Company w.e.f. 1st August 2019.

The terms and conditions of appointment of the Independent Directors are in compliancewith the provisions of the Companies Act 2013 and are placed on the website of theCompany http:// acilnet.com/Listing-Compliance.aspx. The Company has also disclosed on itswebsite http://acilnet.com/Listing-Compliance. aspx details of the familiarizationprograms to educate the Directors regarding their roles rights and responsibilities inthe Company and the nature of the industry in which the Company operates the businessmodel of the Company etc.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued thereunder as well as theSEBI (Listing Obligations and Disclosures Requirement) Regulations 2015

MEETINGS OF THE BOARD

The Board of the Company and its Committees meet at regular intervals to discussdecide and supervise the various business policies business strategy Company’sperformance and other statutory matters. During the year under review the Board has metfive times. The details of the meeting of the Board and its Committees are given inCorporate Governance Report. The intervening gap between two Board Meetings did not exceed120 days.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority.

The following statutory Committees constituted by the Board function according to theirrespective roles and defined scope:

• Audit Committee of Directors

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

Details of composition terms of reference and number of meetings held for respectivecommittees are given in the Report on Corporate Governance which forms a part ofthis Report. Further during the year under review all Recommendations madeby the Audit Committee have been accepted by the Board.

AUDIT COMMITTEE

Your Company has a qualified and independent Audit Committee. The Audit Committeeconsists of the following members as on date of this Report:

Name of the Directors Designation Nature of Directorship
Mr. Arun Kumar Gupta Chairman Non-executive Independent Director
Dr. Sushil Chandra Member Non-executive Independent Director
Dr. Mohinder Sahlot Member Non-executive Independent Director
*Mr. Rajendra Prashad Gupta Member Non-executive Independent Director
Mr. Shobhit Uppal Member Dy. Managing Director
**Mr. Vikas Ahluwalia Member Whole Time Director

Notes:

*Mr. Rajendra Prashad Gupta was appointed as Independent Director w.e.f. 24-07-2019 andappointed as new member w.e.f. 24-07-19 Mr. S K Chawla ceased to be the member of theCommittee w.e.f. 31-03-2019; Mr. Vinay Pal ceased to be the member of theCommittee w.e.f. 31-05-2019 **Mr. Vikas Ahluwalia new Member w.e.f. 31-05-2019

The constitution of the Committee is in compliance with the provisions of the Act andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amendedtime to time. The Detailed description & Terms of reference of the Audit Committee hasbeen given in Corporate Governance Report. The terms of reference and role of theCommittee are as per the guidelines set out in the Listing Regulations and Section 177 ofthe Act and rules made thereunder and includes such other functions as may be assigned toit by the Board from time to time.

The Committee has adequate powers to play an effective role as required under theprovisions of the Act and Listing Regulations. During the year under review the Board ofDirectors of the Company had accepted all the recommendations of the Audit Committee.

d) the Directors had prepared the annual accounts on a going concern basis;

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 (refer section 10); f) the Directors had devised proper systems to ensurecompliance with the provision of all applicable laws and that such systems were adequateand operating effectively.

STOCK EXCHANGE LISTING

The shares of the Company are listed on BSE Limited (BSE) National Stock Exchange ofIndia Limited and Calcutta Stock Exchange Association (CSE). The listing fee for thefinancial year 2019-20 has been paid to BSE CSE and National Stock Exchange of IndiaLimited.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The Company has transferred to IEPF a sum of Rs.53736/- to Investor Education andprotection fund in compliance with provisions of the Companies Act 2013. The said amountrepresents dividend for the year 2010-11 which remained unclaimed by the shareholders ofthe company for period exceeding 7 years from its due date of payment.

ACKNOWLEDGEMENTS

On behalf of the Directors of the Company I would like to place on record our deepappreciation to our shareholders clients business partners vendors - both internationaland domestic bankers financial institutions and others for all the support renderedduring the year under review.

The Directors are thankful to the Government of India the various ministries of theState Governments the central and state electricity regulatory authorities municipalauthorities of Mumbai and Delhi and local authorities in areas where we are operational inIndia; and for all the support rendered during the year under review.

Finally we appreciate and value the contributions made by all our employees andtheir families for making the Company what it is.

On behalf of the Board of Directors
Ahluwalia Contracts (India) Ltd
(Bikramjit Ahluwalia)
Date: 14-08-2019 Chairman & Managing Director
Place: New Delhi DIN: 00304947