BIGBLOC CONSTRUCTION LIMITED
Your Directors have pleasure in presenting the 04th Annual Report together with theAudited Financial Statements for the year ended 31st March 2019.
1. FINANCIAL RESULT AND PERFORMANCE:
|PARTICULARS || |
| ||Year Ended 31/03/2019 ||Year Ended 31/03/2018 ||Year Ended 31/03/2019 |
|Sales ||9506.41 ||7145.43 ||10007.90 |
|Other income ||119.59 ||24.83 ||29.31 |
|Profit Before Interest & Depreciation ||881.32 ||1212.21 ||718.93 |
|(-) Finance Cost ||355.57 ||317.33 ||434.05 |
|(-) Depreciation ||328.98 ||296.58 ||376.56 |
|Profit before tax & Exceptional items ||196.77 ||598.30 ||(91.68) |
|(+) Exceptional Items ||0 ||0 ||0 |
|Profit Before Tax ||196.77 ||598.30 ||(91.68) |
|(-) Tax Expense ||48.26 ||198.56 ||48.26 |
|Profit for the year after tax ||148.51 ||399.74 ||(139.94) |
|Earnings Per Share (Basic & Diluted) (In ') ||1.05 ||2.82 ||(0.99) |
The company has acquired a wholly owned Subsidiary namely Starbigbloc BuildingMaterial Private Limited (Formerly Hilltop Concrete Private Limited) w.e.f. 25th October2018. Since this is the first year of acquisition comparative figures of consolidated arenot presented.
With a view to conserve the resources for the company's Business operations yourdirectors have deemed it prudent to not to recommend any dividend for the year ended 31stMarch 2019. During the year under review no amount from profit was transferred toGeneral Reserve.
3. SHARE CAPITAL:
The Paid up equity share capital as on March 31 2018 was ' 1415.76 lakhs divided into14157575 equity shares of ' 10 each. During the year under review the Company hasallotted 500000 warrant convertible into equivalent number of equity shares onpreferential basis at its board meeting held on 25th May 2018. Each warrants areconvertible into Equity Shares of ' 10/- each within 18 months from the date of allotmentof warrant.
4. STATE OF THE COMPANY'S AFFAIRS:
During the year under review your Company has recorded its net revenue from operationsas ' 9506.41 lakhs against revenue recorded of ' 7145.43 lakhs in the previous year. TheEBIDT recorded at ' 881.32 lakhs against last year's figure of ' 1212.21 lakhs. Net profitafter tax is recorded at ' 148.51 lakhs against previous year net profit of ' 399.74lakhs.
5. BUSINESS DEVELOPMENT & EXPANSION:
Your Company has acquired a new company i.e. Starbigbloc Building Material PrivateLimited (formerly known as Hilltop Concrete Private Limited) as a wholly owned SubsidiaryCompany. Our existing annual production capacity is 500000 cubic meter. One is located atUmargaon Dist. - Valsad to cater South Gujarat & Maharashtra Markets with annualproduction capacity of 300000 Cubic Meter and other Plant is located at Kapadvanj tocater North Gujarat Madhya Pradesh and Rajasthan with annual production capacity of200000 Cubic Meter.
Currently we are supplying in big projects of GHB Projects Ahmedabad M.P. PoliceHousing & Infra. Development Corporation Ltd. Bhopal projects PWD PIU Bhopal CPWDIIT Campus Project Indore Lodha Regency Nirman Adani PSP Projects Larsen &Toubro and many other big construction companies of India.
6. EXTRACT OF ANNUAL RETURN:
In accordance with Section 134(3) (a) of the Companies Act read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the annual return inthe prescribed format is annexed as Annexure- 1 to the Director's Report.
The web link for the Annual Return placed on the Company's website ishttps://www.nxtbloc.in/downloads/annual- report/2018-19.
7. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of Bigbloc Construction Limited and itssubsidiaries is prepared in accordance with Ind AS- 110 on Consolidated Financialstatements and Equity method of accounting given in Ind AS - 28 on "Accounting ofInvestments in Associates in Consolidated Financial statements". The details of suchsubsidiary are as follows:-
|Sr. No. ||Name of company ||Nature of relation |
|1. ||Starbigbloc Building Material Private Limited (Formerly Hilltop Concrete Private Limited) ||Subsidiary |
8. SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company has one Subsidiary company as on March 31 2019. Pursuant to provisions ofSection 129(3) of the Companies Act 2013 read with Rule 5 of the Companies (Accounts)Rules 2014 a statement containing salient features of the financial statements of theCompany's subsidiaries/ Associate Companies and Joint Ventures is given in Form AOC-1 andforms an integral part of this Annual Report.
9. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS REPORT:
As per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section on corporate governancepractices followed by the Company together with a certificate from Mr. Dhiren DaveCompany Secretary in practice confirming compliance and Management Discussion andAnalysis Report forms an integral part of this Annual Report.
10. FIXED DEPOSITS:
During the year under review the company has not accepted any deposits within themeaning of section 73 of the Companies Act 2013 and the rules made there under.
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Mohit Narayan Saboo Director (DIN: 02357431) willretire by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment. The details of the aforesaid directors his expertise invarious functional areas as required to be disclosed under Regulation 36(3) of the ListingRegulations form part of the Notice of the ensuing Annual General Meeting.
12. DECLARATION FROM INDEPENDENT DIRECTORS:
The Independent Directors have submitted their declaration to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013read with rules framed thereunder.
13. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of Committees. The performance of the Board / Committee was evaluated afterseeking inputs from all the Directors / Committee members on the basis of the definedcriteria including composition and structure effectiveness of meetings information andfunctioning. Performance evaluation of Independent Directors was done by the entire Boardexcluding the Independent Director being evaluated on the basis of relevant knowledgeexpertise experience devotion of time and attention to company's long term strategicissues and understanding of duties roles and function as Independent Director. TheDirectors expressed their satisfaction with the evaluation process.
14. NUMBER OF MEETINGS HELD:
The Board met Ten times during the financial year ended 31st March 2019 the detailsof which are given in the Corporate Governance Report that forms part of this AnnualReport. The intervening gap between any two meetings was within the period prescribed bythe Companies Act 2013 and the Listing Regulations.
15. POLICY ON DIRECTOR'S APPOINTMENT REMUNERATION INCLUDING CRITERIA FOR DETERMININGQUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration including criteria for determining qualifications positive attributes andother matters provided under sub section (3) of section 178 of the Companies Act 2013. TheCompany's Nomination and Remuneration Policy for Directors Key Managerial Personnel andother employees is attached below in Annexure-2 and is also available on Company'swebsite www.bigblocconstruction. com/www.nxtbloc.in.
16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the Company has adopted a Vigil Mechanism /Whistle Blower Policy. This policy can be accessed on the Company's website atwww.bigblocconstruction.com/www.nxtbloc.in.
17. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company has formulated a familiarization program for the Independent Directors toprovide insights into the Company to enable the Independent Directors to understand itsbusiness in depth and contribute significantly to the Company. The details of such programare available on the Company's website at www.bigblocconstruction.com/www. nxtbloc.in.
18. COMPOSITION OF KEY MANAGERIAL PERSONNEL:
The Company has the following KMP;
|Name of KMP ||Designation ||Date of Appointment in current Designation ||Date of Resignation |
|Mr. Naresh Saboo ||Managing Director ||11/04/2016 ||N.A |
|Mr. Mohit Saboo ||Director & CFO ||11/04/2016 ||N.A |
|Mr. Sumit Das ||Company Secretary ||30/09/2017 ||N.A |
19. COMPOSITION OF AUDIT AND NOMINATION & REMUNERATION COMMITTEE:
The Audit Committee comprises of Mr. Dishant Jariwala (Chairman) Mr. Premil Shah(Member) and Mr. Naresh Saboo (Member). The Nomination and Remuneration Committeecomprises of Mr. Premil Shah (Chairman) Mr. Dishant Jariwala (Member) and Ms. Payal Loya(Member). Brief details on the committee are given in the Corporate Governance Report. Allthe recommendations of the audit committee are accepted by the Board.
20. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement In terms of Section 134(3)(c) of the Companies Act 2013 that:
a) In the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures; the annual accounts have been prepared in compliance withthe provisions of the Companies Act 2013;
b) the directors have selected such 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 of the Company for year ended on that date;
c) 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;
d) the directors have prepared the annual accounts on a going concern basis; and
e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;
f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
21. STATUTORY AUDITORS:
At the 01st AGM of your Company the Members approved the appointment of M/s. R.K.M& Co. Chartered Accountant Surat (Firm Registration Number. 108553W) to hold theoffice from the conclusion of the 01st Annual General Meeting until the conclusion of 05thAGM of your Company subject to ratification at every Annual General Meeting. The Companyhas received a certificate from the auditors to the effect that their re-appointment ifmade would be in accordance with the provisions of section 139 and 141 of the CompaniesAct 2013. Resolution seeking your approval on these item is included in the Noticeconvening the AGM.
Members' attention is invited to the observation made by the Auditors under"Qualified Opinion" appearing in Auditors Reports. The company has not providedfor Post Employment Benefits and other long term employee benefits under Defined BenefitPlans on accrual basis but provides the same as and when they become due for payment. Thismethod of accounting of Post Employment Benefits and other long term employee benefitsunder Defined Benefit Plans is in deviation with Ind AS - 19 on Employee Benefits. Asthere is no actuarial report or basis of calculation available with the management of suchPost Employment Benefits and other long term employee benefits the quantum of deviationcannot be ascertained. If the company had followed the method accounting as per Ind AS -19 then employee benefit expense would have increased and correspondingly Profit for theperiod would have reduced.
"The Board is of the opinion that the Provision for the Long term Employees aredetermined on the basis of actuarial Valuation Method & technique prescribed in theAccounting Standard. The Consulting fees by actuaries for determining the Provision forlong term benefit Plan is even higher than the Annual Liability of the company for Longterm benefits. The company has decided to pay the Long term benefits as and when itbecomes due as the amount is negligible and it is not going to make any impact on thefinancial Position of the company. Considering the size of the company and negligibleliability the company has not made provisions for Long term employee benefits &Defined benefits plan".
22. SECRETARIAL AUDIT:
In terms of the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhas appointed Mr. Dhiren R Dave Surat Practising Company Secretaries to conduct thesecretarial audit of the Company for the financial year 2018-19. The Secretarial AuditReport for FY 2018-19 Is annexed as Annexure-3 to the Director's Report.
23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE:
Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.
24. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All transactions entered with Related Parties for the year under review were on arm'slength basis and in the ordinary course of business and that the provisions of Section 188of the Companies Act 2013 and the Rules made thereunder are not attracted. Thusdisclosure in form AOC-2 in terms of Section 134 of the Companies Act 2013 is notrequired. Further there are no material related party transactions during the year underreview with the Promoters Directors or Key Managerial Personnel. The transactions withrelated parties as per requirements of Indian Accounting Standard (IND AS-24)- 'RelatedParty Disclosures' are disclosed in Note No. 37 of Notes to Accounts. All Related PartyTransactions are placed before the Audit Committee as also to the Board for approval.Omnibus approval was obtained for transactions which are of repetitive nature. The policyon materiality of Related Party Transactions as approved by the Board of Directors hasbeen uploaded on the website of the Company. The web-link of the same has been provided inthe Corporate Governance Report. None of the Directors/KMP has any pecuniary relationshipor transactions vis-a-vis the Company.
25. DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Board formally adopted steps forframing implementing and monitoring the risk management plan for the Company by way ofRisk Management Policy. The main objective of this policy is to ensure sustainablebusiness growth with stability and to promote a pro-active approach in reportingevaluating and mitigating risks associated with the business. The policy establishes astructured and disciplined approach to Risk Management in order to guide decisions onrisk related issues. In today's challenging and competitive environment strategies formitigating inherent risks associated with business and for accomplishing the growth plansof the Company are imperative. The common risks inter alia are risks emanating from;Regulations Competition Business Technology obsolescence Investments retention oftalent finance politics and fidelity. As a matter of policy these risks are assessedand steps as appropriate are taken to mitigate the same. The Risk Management Policy isalso hosted on the Company's website at www.bigblocconstruction.com/www.nxtbloc.in.
26. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:
There are no material changes or commitments affecting the financial position of theCompany which have occurred between the end of the financial year and the date of thisReport.
27. LISTING OF SHARES AND LISTING FEES:
The Equity Shares of your Company are listed and actively traded on the Bombay StockExchange Limited (BSE) and the National Stock Exchange of India Limited (NSE). The Companyhas paid annual listing fees to the both stock exchanges for the financial year 2019-20.
28. INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements. The Company's internal control system is commensurate with its sizescale and complexities of its operations. During the year such controls were tested andno reportable material weaknesses in the design or operation were observed.
The Company's building plant and machineries Stocks and other properties wherevernecessary and to the extent required have been adequately insured.
30. REMUNERATION AND PARTICULARS OF EMPLOYEES:
The information in accordance with the provisions of Section 197(12) of the CompaniesAct 2013 read with rule 5 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as Annexure- 4 to the Director's Report.Sincethere is no employee receiving remuneration of ' 60 lakh or more or employed for part ofthe year and in receipt of ' 5 lakh or more a month there is no information requires tobe given under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
31. INDUSTRIAL RELATIONS:
The Company maintained healthy cordial and harmonious industrial relations at alllevels.
32. TRANSFER OF UNPAID/UNCLAIMED AMOUNTS TO IEPF:
Since the Company was incorporated on June 2015 there were no amount of Unclaimeddividend and interest thereon which remained unpaid/unclaimed for a period of 7 yearsrequired to be transferred by the Company to the Investor Education and Protection Fund(IEPF) established by the Central government pursuant to provision of Section 125 of theCompanies Act 2013.
33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
As required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 the particulars relating to conservation of energytechnology absorption and foreign exchange earnings and outgo is appended as Annexure-5 to the Director's Report.
34. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review there are not any significant and material orders passedby the Regulators or Courts to the Company.
The Board of Directors wishes to place on record its appreciation for the commitmentdedication and hard work done by the employees in the Company and the cooperation extendedby Banks Government authorities customers and shareholders of the Company and looksforward to a continued mutual support and co-operation.
| ||For and on behalf of the Board |
| ||FOR BIGBLOC CONSTRUCTION LIMITED |
| ||NARAYAN SABOO |
|Place : Surat ||(Chairman) |
|Date : 14.08.2019 ||DIN: 00223324 |