& MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Directors of the Company present to you the 22nd Annual Report ofthe Company together with the Audited Balance Sheet as at 31st March 2019 and theStatement of Profit and Loss for the year ended on 31st March 2019.
1. FINANCIAL RESULTS
The Financial Results of the Company for the year under review issummarized below for your perusal and consideration.
|Particulars ||2018-19 ||2017-18 |
|NET REVENUE ||456.05 ||469.49 |
|PROFIT BEFORE TAX AND DEPRECIATION ||(69.68) ||(71.03) |
|PROFIT /(LOSS) BEFORE TAX (PBT) ||(75.99) ||(78.53) |
|PROVISION FOR CURRENT TAX || ||- |
|TAX EXPENSE ||(0.39) ||(0.21) |
|PROFIT AFTER TAXES/(LOSS) (PAT) ||(75.60) ||(78.31) |
1.1 Financial Performance
The Company has achieved Net sales of Rs.456.05/- Crores for the year ended 31st March2019 as compared to Rs.469.49/- Crores in the previous year.
The Company has incurred a Net loss of Rs. 75.99/- Crores as against a loss after taxesof Rs. 75.60/- Crores in the previous year. The losses are attributable to some extent dueto high input costs irregular supply of raw materials unfavourable market conditions andto a large extent due to high finance cost.
Your Directors have not recommended any dividend for the financial year 2018-19 in viewof the losses incurred and the need to conserve resources of the Company.
3. MANAGEMENT DISCUSSION AND ANALYSIS
CONSTRUCTION INDUSTRY OUTLOOK:
"Construction in India: Key Trends & Opportunities to 2023"
India's construction industry regained growth momentum in 2018 withoutput expanding by 8.8% in real terms - up from 1.9% in 2017. This was driven by positivedevelopments in economic conditions improvement in investor confidence and investments intransport infrastructure energy and housing projects. In the 2018-2019 budget thegovernment increased its expenditure towards infrastructure development by 20.9% goingfrom INR4.9 trillion (US$75.9 billion) in the Financial Year (FY) 2017-2018 to INR6trillion (US$89.2 billion) in FY2018-2019.
Consequently the country's construction industry's output valuemeasured at constant 2017 US dollar exchange rates rose from US$464.9 billion in 2017 toUS$505.7 billion in 2018. The total construction project pipeline in including all megaprojects with a value above US$25 million - stands at INR82.5 trillion (US$1.2 trillion).The pipeline which includes all projects from pre-planning to execution is skewedtowards early-stage projects with 60.7% of the pipeline value being in projects in thepre-planning and planning stages as of March 2019.
Indian Construction Industry Outlook
The industry's output value in real terms is expected to rise at a CAGRof 6.44% over the forecast period compared to 4.31% during the review period (2014-2018).The industry is consequently expected to rise from a value of US$505.7 billion in 2018 toUS$690.9 billion in 2023 measured at constant 2017 US dollar exchange rates.
Accounting for 30.6% of the industry's total value in 2018 residentialconstruction was the largest market in the Indian construction industry during the reviewperiod. The market is expected to remain the largest market over the forecast periodaccounting for 30.1% of the industry's total value in 2023. Energy and utilitiesconstruction accounted for 27.1% of the industry's total output in 2018 followed byinfrastructure construction with 23.3% industrial construction with 7.8% commercialconstruction with 7.6% and institutional construction with 3.6%. Over the forecast periodthe market will be supported by the government's vision to provide houses under theHousing for All by 2022. Under the Pradhan Mantri Awas Yojana (PMAY) the government built15.3 billion houses during the period of 2014-2018.
Infrastructure construction to pick up
Our Hon'ble Prime Minister has allocated huge sum towardsdevelopment of infrastructure in the Country through his address to the nation on the dayof 73rd Independence day of our Country.
To bring India on par with the Global Benchmark our moderninfrastructure will have to go towards it and anyone can say anything but the commonman's dream is of good arrangements. Good things make him feel good he is interested inhim. And so we have decided that in these times 100 lakh crore rupees modernInfrastructure will be set up which will also provide employment new arrangements willalso be developed in life which will also fulfill the needs. Whether it is the Sagarmalaproject whether the Bharatmala project whether it is to build modern railway stations orbus stations or to build airports whether to build modern hospitals whether to buildworld-class educational institutions all of them in terms of infrastructure We want tomove things forward. Now seaport is also needed in the country .
Construction Industry Trends 2019
Construction Industry Trends You Must Know For 2019
Efficiency-Improving Technology. ...
Mobile Technology. ...
Building Information Modeling (BIM) ...
Construction Management Software. ...
Modular & Prefabricated Construction. ...
Green Construction. ...
Better Safety Equipment. ...
Investment in Infrastructure.
Investments & Government Initiatives: International payment
India has a requirement of investment worth Rs 50 trillion (US$ 777.73 billion) ininfrastructure by 2022 to have sustainable development in the country. India is witnessingsignificant interest from international investors in the infrastructure space. Some keyinvestments in the sector are listed below.
In 2018 infrastructure sector in India witnessed private equity and venturecapital investments worth US$ 1.97 billion.
In June 2018 the Asian Infrastructure Investment Bank (AIIB) has announced US$200 million investment into the National Investment & Infrastructure Fund (NIIF).
Building a sustainable future
The Construction industry in India consists of the Real estate as well as the Urbandevelopment segment. The Real estate segment covers residential office retail hotelsand leisure parks among others. While Urban development segment broadly consists ofsub-segments such as Water supply Sanitation Urban transport Schools and Healthcare.
By 2025 Construction market in India is expected to emerge as the third largestglobally
By 2025 Construction output is expected to grow on average by 7.1% each year
By 2020 Construction equipment industry's revenue is estimated to reach $5 bn
100% FDI under automatic route is permitted in completed projects for operations andmanagement of townships malls/shopping complexes and business constructions.
100% FDI is allowed under the automatic route for urban infrastructures such as urbantransport water supply and sewerage and sewage treatment.
The Government of India is expected to invest highly in the infrastructure sectormainly highways renewable energy and urban transport.
The Government of India is taking every possible initiative to boost the infrastructuresector. Announcements in Union Budget 2019-20:
The Government of India has given a massive push to the infrastructure sector byallocating Rs 4.56 lakh crore (US$ 63.20 billion) for the sector.
Communication sector allocated Rs 38637.46 crore (US$ 5.36 billion) todevelopment of post and telecommunications departments.
The Indian Railways received allocation under Union Budget 2019-20 at Rs 66.77billion (US$ 9.25 billion). Out of this allocation Rs 64.587 billion (US$ 8.95 billion)is capital expenditure.
Rs 83015.97 crore (US$11.51 billion) allocated towards road transport andhighway.
Rs 3899.9 crore (US$ 540.53 billion) to increase capacity of Green EnergyCorridor Project along with wind and solar power projects.
Allocation of Rs 8350.00 crore (US$ 1.16 billion) to boost telecominfrastructure.
Water supply to be provided to all households in 500 cities.
Allocation of Rs 888.00 crore (US$ 110.88 million) for the upgradation of stategovernment medical colleges (PG seats) at the district hospitals and Rs 1361.00 crore(US$ 188.63 million) for government medical colleges (UG seats) and government healthinstitutions.
1. Skilled Labour Shortage
The construction industry is on a steady rise and remains heavily dependent on manuallabour even with the uptake of construction technology. Many young Indians today do notfind construction jobs lucrative and are opting for other careers. Hence there is need toimprove training programs and increase construction apprenticeship opportunities.
2. Rising Cost of Raw Materials
Contractors bear the risk of cost changes due to fixed price contracts. The cost ofland and raw materials can change rapidly. With rapid change in prices small constructioncompanies have less leverage and are greatly affected by cost variations between the timethe project commences and when it ends.
3. Slow Invoicing and Payments
Construction businesses often have a problem regulating cash flow. A progress paymentschedule can help outline what is expected at different phases of the project anddetermine when each phase of the project is considered complete. Without regular progresspayments there are too many resources tied up in one job which can significantly affectcash flow.
Future Outlook of the Industry
2018 Construction Starts & Spending Forecast
While 2017 is shaping up to be a great year for construction we aren't going tobe seeing they type of year-over-year growth in starts and spending we've had overthe past couple of years.
In 2016 total construction spending increased 6.5% from the previous year according todata from the U.S. Census Bureau. In 2014 construction spending was up nearly 11% and in2015 it increased 10.7%.
The AIA's Consensus Construction Forecast Panel has construction spending onnonresidential buildings increasing 3.8%. Commercial construction spending is expected tosee an 8.8% increase for the year while Industrial construction spending is going to see ayear-over-year decrease of 6.6%.
Construction spending through the first nine months of 2017 totaled $917.0 billion a4.3% increase over the same period in 2016.
Construct Connect's construction starts increased 13.2% from 2015 to 2016.Construction starts saw a 13.6% increase in 2015. Construct Connect's forecast forconstruction starts in 2017 is a 7.9% growth over 2016 to $737.8 billion.
The construction industry is next in line after agriculture in Indiawhich makes for about 11% of India as GDP. Thereby making a significant contribution toIndia's economy and provides employment. This is because of the linkages that thesector has with other sectors of the economy. About 250 ancillary economical areas such ascement steel brick timber and building material are dependent on the constructionindustry. A unit increase in expenditure in the construction sector has a multipliereffect with a capacity to generate income as high as five times.
India is on the move towards a phase of sustained growth in theinfrastructure build up. Construction industry regained growth movement in 2018 as well as2019 with output hovering around 8% which was at 1.9% in 2017. The industry is expectedto continue to expand over the period (2019-2023) driven by the government's effortsand large spends on housing road ports water supply and airport development. Thegovernment increased its expenditure towards infrastructure development by 20.9% to INR6.0trillion (US$89.2 billion) in FY2018-2019 with continued investment in transportinfrastructure energy and residential projects under flagship programs such as Bharatmalascheme Housing for All 2022 the UDAN (Ude Desh ka Aam Nagrik) scheme and the AayushmanBharat program. The population growth and urbanization will also drive the need for betterinfrastructure facilities and road infrastructure developments in the country.
Global Data expects the residential construction market to retain its leading positionand account for 30.1% of the industry's total value in 2023. Market expansion overthe forecast period is expected to be supported by public and private sector investmentsin the construction of new residential buildings.
Growth in the institutional construction market will be supported by public and privatesector investment in education and healthcare building construction projects.
The total construction project in India as tracked by GlobalData and includingall mega projects with a value above US$25 million stands at INR82.5 trillion(US$1.2 trillion).
2019 ENGINEERING AND CONSTRUCTION INDUSTRY OUTLOOK
As we move into the final year of a decade that has seen its share of peaks andvalleys there is no doubt that our industry is an active participant in building thefuture of the modern world.
Overall growth in 2018 for the Indian engineering and construction industry isprojected to be around 5 percent and is likely to accelerate further going into 2019.
1 Mergers and acquisitions are positioned for a strong 2019 following an active yearwhich to date has seen 344 deals with a total value of more than $20 billion.
2 Driving this activity are the proliferation of mega projects infusedwith advanced technologies a focus on smart cities and the promises of a data-drivenworld. The engineering and construction industry is facing considerablehurdlesfinding and retaining talent responding to material price volatility due totariffs and other trade-related headwinds and absorbing the rapid pace of technologydevelopment pervading our personal and business lives. However there is reason to beoptimistic. Digital is transforming the industry itself and helping us imagine createand build the spaces structures and cities of tomorrow. Engineering design andconstruction firms have a unique opportunity to leave a mark on the smart cities of thefuture using advanced technologies to design and build them today. These sametechnologies hold the promise to help firms achieve operational efficiencies therebyreducing costs while improving margins. Those firms that embrace the projects of tomorrowand invest in digital transformation are expected to be the winners here.
In an adverse environment the company has bagged new orders to the tune of Rs.27991.34/- Lakhs and has successfully executed the projects.
Company began the current financial year with an order book which stoodat Rs .80424/- Lakhs. The size and structure of the organisation was geared for cateringto take up larger projects but with economic slowdown and lower order booking coupled withslower project execution the asset base and the fixed cost structure which was built upaffected the company's profitability.
The lower turnover and operating margins in an environment of highinterest costs severely affected the Company's profitability. In addition nonpayments of claims adversely affected the Company's liquidity.
Company's revenue growth and profitability was muted in the lastfew quarters due to order execution-related issues. CCCL's revenue declined in FY2018-2019 due to slowdown in order execution. Delay due to exogenous factors such as delayin procuring environmental approvals land acquisition and government decision making haveadversely affected performance. Delayed project execution has in turn affected paymentfrom clients and the Company's cash flows.
The year under review has seen enhanced working capital requirements.This has been due to clients delaying payments. Amounts due from clients are up to Rs.899.26/-crores ( including retention of Rs.94.99/- Crores.) as the recovery has been slow.In certain cases we have initiated legal action for recovering these dues. Dues fromclients for completed major projects to the tune of Rs.109.12/- crores has added toliquidity crunch.
The Infrastructure sector is facing strong headwinds includingslowdown in order booking caused by shortfall in investments in the infrastructure sectorincreased commodity prices high interest rate scenario and also due to the introductionof GST. As a consequence of certain unexpected developments which were beyond the controlof management mainly delays in decision making by the Company's major clients anddelays in settlement of claims the expected cash flows have not materialized for theCompany. These factors coupled with slowdown in Infrastructure industry has resulted inlower turnover lower operating margins and high interest costs for the Company which hasconsequently led the Company to incur net losses.
STEPS TAKEN OR PROPOSED TO BE TAKEN FOR IMPROVEMENT: Company has taken view of allthese factors seriously and to overcome the above challenges has proactively undertakenthe following steps directed at improving its operational efficiencies:
Claims Realisation: Persistent efforts are being made by Company to collect dues andclaims. The Company has set up a strategic senior management team to recover dues andclaims outstanding from Clients. Total outstanding as of 31st March 2019 is Rs.89926.68lakhs (including retention of Rs.9499.65/- lakhs).Over due outstanding more than 180 daysis Rs.22709.23/- Lakhs.
Cost optimization: Over the past 12 months Company has implemented cost optimizationmeasures such as cutting overheads and rationalization of human resources.
Reduction in Working Capital: Insistence on higher advances from customers and bettercredit terms with suppliers is being negotiated.
No commingling of funds across projects and strict discipline on this will beimplemented using a project passbook scheme.
Monetization of assets: Company is proactively exploring monetization of assets eitherat the parent level or in its subsidiaries / step down subsidiaries.
Bidding for Jobs: The Company has been careful in bidding for new jobs and is takingjobs only on a selective basis.
It is explicitly states that some of the statements in the ManagementDiscussion and Analysis report are likely to be forward looking and it may so happen thatthe actual events or results may differ from what the Board of Directors/ Managementperceive in terms of the future performance and outlook due to factors having a bearing onthem and which are beyond precise perception. Company's operations may be affected withsupply and demand situations input prices and their availability changes in governmentregulations and policies tax laws and other factors such as Industrial relations fundconstraints and macro economic development.
UNLOCKING INVESTMENTS IN SUBSIDIARIES
Particulars of Loans and Advances in the nature of loans as requiredunder Listing Regulations.
| || || || ||(Rs. In Lacs) |
|Sl.No. Name of the Company ||Balance as on ||Maximum outstanding |
| ||31.03.2019 ||31.03.2018 ||2018-19 ||2017-18 |
|A. Subsidiaries || || || || |
|Consolidated Interiors Limited ||961.71 ||758.26 ||961.71 ||1114.12 |
|Noble Consolidated Glazings Limited ||2757.20 ||2386.82 ||2789.65 ||2744.37 |
|CCCL Infrastructure Limited ||1189.46 ||1259.29 ||1294.97 ||1259.29 |
|CCCL Power Infrastructure Limited ||600.71 ||600.12 ||600.71 ||600.12 |
|CCCL Pearl City Food Port SEZ Limited ||181.31 ||130.20 ||181.89 ||130.20 |
|Delhi South Extension Car Park Limited ||(213.52) ||(214.07) ||(214.07) ||(215.38) |
CCCL has made total investments of Rs.22.91Crores in its subsidiariesviz. CCCL Infra (Rs. 22.91 Crores). These investments are yet to yield returns. While theinvestment decision is sound the execution of these businesses have faced variousbottlenecks in the form of non- availability of working capital un-favourable marketconditions other macroeconomic issues.
These have stressed the cash flows of the parent company CCCLpresently we are in advanced discussions with various investors. Going forward it isproposed to unlock their value by divesting majority equity stake in these companies.
In accordance with the General Circular issued by the Ministry ofCorporate Affairs Government of India the Balance Sheet Statement of Profit and Lossand other documents of the subsidiary companies are not being attached with the BalanceSheet of the Company. However the financial information of the subsidiary companies isdisclosed in the Annual Report in compliance with the said circular.
(a) Consolidated Interiors Ltd:
The focus has been to complete the jobs on hand and wait for the rightopportunities till the market stabilizes. Due to sluggishness in the environment there isnot much headway with the progress.
(b) Noble Consolidated Glazings Ltd. (NCGL)
The glazing market being a sub set of the construction industry thevarious factors discussed above drastically affected the operations of NCGL. Completion ofprojects on hand and collection of receivables and optimization of costs had been thepriority in 2015-16. With the much awaited economic stability expected in 2019-20 and theresultant market improvement better days are foreseen. The Company has streamlined itsoperations and expected to perform better in the near future
(c) CCCL Infrastructure Ltd.
The Company shall disinvest CCCL Infrastructure Ltd
(c)(i) CCCL Pearl city Food port SEZ Ltd.
As this is a subsidiary of CCCL Infrastructure Ltd this Company also shall bedisinvested.
(d) Delhi South Extension Car Park Ltd.
The Concession fee paid to Delhi Municipal Corporation has beenrefunded in view of project cancellation. The company has certain claims against DelhiMunicipal Corporation for the cancellation. The same is under consideration by DelhiMunicipal Corporation.
(e) CCCL Power Infrastructure Limited
Though the Power sector has seen a fall in the recent years theCompany has strived to perform to its full potential but due to various factors theCompany struggled to perform to the mark. However electricity demand in the country hasincreased rapidly and is expected to rise further in the years to come. In order to meetthe increasing demand for electricity in the country massive addition to the installedgenerating capacity is required. The Government of India's focus on attaining POWERFOR ALL' has accelerated capacity addition in the country. At the same time thecompetitive intensity is increasing at both the market and supply sides.
The Company is eyeing a positive trend in future and is optimistic of a revival to thissector.
The Company has streamlined its operations and expected to perform better in the nearfuture.
A Statement Pursuant to first proviso to sub-section (3) of section 129 read with rule5 of Companies (Accounts) Rules 2014 containing salient features of the financialstatement of subsidiaries/associate companies/joint ventures in Form AOC-1 isannexed to this report as "Annexure A".
The Government of India is expected to invest highly in the infrastructure sectormainly highways renewable energy and urban transport prior to the general elections in2019.
The Government of India is taking every possible initiative to boost the infrastructuresector. Some of the steps taken in the recent past are being discussed hereafter.
Announcements in Union Budget 2018-19:
Massive push to the infrastructure sector by allocating Rs 5.97 lakh crore (US$92.22 billion) for the sector.
Railways received the highest ever budgetary allocation of Rs 1.48 trillion (US$22.86 billion).
Rs 16000 crore (US$2.47 billion) towards Sahaj Bijli Har Ghar Yojana(Saubhagya) scheme. The scheme aims to achieve universal household electrification in thecountry.
Rs 4200 crore (US$ 648.75 billion) to increase capacity of Green EnergyCorridor Project along with other wind and solar power projects.
Allocation of Rs 10000 crore (US$ 1.55 billion) to boost telecominfrastructure.
A new committee to lay down standards for metro rail systems was approved inJune 2018.
Rs 2.05 lakh crore (US$ 31.81 billion) will be invested in the smart citiesmission. All 100 cities have been selected as of June 2018.
Contracts awarded under the Smart Cities Mission would showresults by June 2018 as the work is already in full swing according to Mr Hardeep SinghPuri Minister of State (Independent Charge) for Housing and Urban Affairs Government ofIndia.
The Government of India is working to ensure a good livinghabitat for the poor in the country and has launched new flagship urban missions like thePradhan Mantri Awas Yojana (Urban) Atal Mission for Rejuvenation and Urban Transformation(AMRUT) and Swachh Bharat Mission (Urban) under the urban habitat model according to MrHardeep Singh Puri Minister of State (Independent Charge) for Housing
India's national highway network is expected to cover 50000 kilometres by 2019with around 20000 km of works scheduled for completion in the next couple of yearsaccording to the Ministry of Road Transport and Highways.
The Government of India is devising a plan to provide wifi facility to 550000 villagesby March 2019 for an estimated cost of Rs 3700 crore (US$ 577.88 million) as per theDepartment of Telecommunications Government of India.
India and Japan have joined hands for infrastructure development in India'snorth-eastern states and are also setting up an India-Japan Coordination Forum forDevelopment of North East to undertake strategic infrastructure projects in the northeast.
Better days ahead for road construction firms by way of fresh tenders and roadprojects.
Incentives for affordable housing can step up supply and rational prices and lowerfinance cost can improve project viability.
Cement and steel sector should do well if infrastructure does well.
The Government's initiative for concrete roads have gained momentum and thereforethe Company has got wide business prospects in the concrete roads sector.
Construction opportunities have almost doubled for this period from the infrastructureprojects lined up across various sub- segments of Power Concrete Roads RailwaysIrrigation & water supply Ports and Airports. There is a long-term demand for qualityinfrastructure construction mainly emanating from housing transportation and urbandevelopment segments that far exceed the supply even though there has been a substantialincrease in the number of contractors and builders especially in housing and roadconstruction segment.
6. THREAT PERCEPTION
Despite the prospects the sector continues to face challenges from landacquisition issues adverse political and structural changes shortage of talent designand constructability issues and rising material and labor costs. However the landacquisition and environment related issues are being addressed on war footing basis toease the constraints.
Policy bottlenecks slow clearance of projects and rising inflation havedampened private sector sentiments and have stifled investments in Capital expenditure. Ahigh level committee has been constituted for speedy clearance of stalled projects andmonitoring the implementation.
Working capital cycle has been elongated mainly due to stretched receivableswhich has affected the cash flow position of the companies in the sector. Many of thecompanies have been forced to draw their full limits with the Banking system orrestructure the facilities.
Lengthy dispute resolution mechanism in the sector is yet another major factoraffecting the cash flows of the construction companies
This coupled with rising interest rates have led to a drop in the PAT margin anddeterioration of debt coverage ratios of construction companies.
Shortage of labour also has become a threat as the industry depends majorly onlabour for its sustainability.
7. RISK PERCEPTION
The Directors are constantly assessing the business risks pertaining to the performanceof the Company. The following are the important risks perceptions:
Quality Maintenance of the work.
Adequate availability of Raw Materials
Removal of Transport Bottlenecks
Sudden Increase in Prices of Inputs
Inadequacy of Finance Arrangement
Events Due to Unforeseen Circumstances
Volatility in domestic construction environment.
Your Directors are fully conscious of the various business risks and have takenadequate care to tackle any situation. Strict controls are enforced on all matters forsmooth operation of the projects.
8. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has a sound internal control system. All transactions are subject to properscrutiny. The Management takes immediate corrective action wherever it is being pointedout to help streamline the internal control process. The management shall ensure theeffectiveness of the working of such policy.
9. CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements have been prepared on going concern basis inaccordance with accounting principles generally accepted in India. Further theconsolidated financial statements have been prepared on historical cost basis except forcertain financial assets and financial liabilities and share based payments which aremeasured at fair values as explained in relevant accounting policies. Fair valuationsrelated to financial assets and financial liabilities are categorized into level 1 level2 and level 3 based on the degree to which the inputs to the fair value measurements areobservable.
The Consolidated Balance sheet Consolidated Statement of Profit andLoss Consolidated Statement of Changes in Equity and disclosure requirements with respectto items in the Consolidated Balance Sheet and Consolidated Statement of Profit and Lossare prepared in the format prescribed in Division IISchedule III to the CompaniesAct 2013 and are adequately presented by way of notes forming part of accounts along withthe other notes required to be disclosed under the notified Accounting Standards and theListing Agreement. The Consolidated Cash Flow Statement has been prepared and presented asper the requirements of Indian Accounting Standard (Ind AS) 7 "Statement of CashFlows".
10. HUMAN RESOURCES
The Management envisions trained and motivated employees as thebackbone of the Company. Special attention is given to recruit trained and experiencedpersonnel in business development finance and accounts. The Management strives to retainand improve employee morale. The Company has total staff strength of about 726 employees.
The Company has streamlined its manpower strength at the Chennaioffices including the corporate head office. As a result of manpower rationalizationexercise the monthly payroll has been optimized. The decision for rationalization oflabour has enabled the company to curtail fixed manpower costs. However the coretechnical expert team is retained to guide the Company to achieve higher and efficientlevel of performance.
The Directors pay special attention to ensure that the guidelines givenfor the corporate governance are strictly adhered to. All possible steps are taken toadhere to the requirements set out by SEBI Guidelines on Corporate Governance. The Companyis also aligning itself to implement global corporate governance practices. This isensured by taking ethical business decisions and conducting business with a firmcommitment to values while meeting stakeholder's expectations. At CCCL it isimperative that the company affairs are managed in a fair and transparent manner. This isvital to gain and retain the trust of our stakeholders.
A separate report on the Corporate Governance also forms part of theAnnual Report. With regard to the Business Responsibility Report the Company is notcovered in the top 500 listed entities based on the market capitalization at BSE &NSE as on March 31 2019. Hence there is no requirement for the Company to comply withRegulation 34 of SEBI (LODR) Regulations 2015.
11. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Board of Directors has constituted a Corporate SocialResponsibility Committee (CSR Committee) in compliance with the provisions under theCompanies Act 2013. The committee comprises of Shri..Mohan Srinivasan as ChairmanShri.S.Sivaramakrishnan Shri. .VG Janarathanam Shri.Sujit Mundul and Mr.KaushikRam asits other members.
The said Committee has been entrusted with the responsibility of formulating andrecommending to the Board a Corporate Social Responsibility Policy (CSR Policy)indicating the activities to be undertaken by the Company monitoring the implementationof the framework of the CSR Policy and recommending the amount to be spent on CSRactivities.
Since the company is making losses for the past six years CSR spend does not apply tothe company for the financial year 2018- 19. Hence submission of a report on CSRactivities does not apply.
12. SEXUAL HARASSMENT POLICY
The Company had adopted the prevention of sexual harassment policy and subsequentlyalso formed a committee for the same.
Complaints Received - Nil Complaints Disposed off - Nil
13. DEPOSITORY SYSTEM / E-VOTING MECHANISM:
The Company has entered into a Tripartite Agreement with both theDepositories viz. National Securities Depository Limited (NSDL) and Central DepositoryServices (I) Ltd (CSDL) along with Registrars M/s Karvy Fintech Pvt. Ltd for providingelectronic connectivity for dematerialization on the Company's shares facilitatingthe investors to hold the shares in electronic form and trade in those shares. The sharesof your Company are being traded now on the Bombay Stock Exchange and National Stock
Exchange under compulsory demat form. Further in accordance withprovisions stipulated under Companies Act 2013 the facility of e-voting is also madeavailable to all shareholders of the Company. The instructions regarding e-voting isenclosed along with this report. All shareholders are also requested to update their emailids with the Company or our RTA M/s. Karvy Fintech Pvt. Ltd.
15. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Sections 124 and 125 of the CompaniesAct 2013 relevant amounts which remained unpaid or unclaimed for a period of seven yearshave been transferred by the Company from to time to time on due dates to the InvestorEducation and Protection Fund. The details of the same are covered under the CorporateGovernance Report.
M/s. Sundar Srini & Sridhar Chartered Accountants Chennai (FRNo. 004201S) Chennai were appointed as Statutory Auditors of the Company by theshareholders at the 20th Annual General Meeting held on September 26 2017 to hold officeup to the conclusion of the 25th Annual General Meeting.
AUDITORS REPORT AND MANAGEMENT'S RESPONSE TO AUDITORS OBSERVATIONS
Trade receivables include a sum of Rs. 48333.56 lakhs which are underarbitration which according to the Management will be awarded fully in Company'sfavour on the basis of the contractual tenability progress of arbitration and legaladvice and hence no provision for impairment loss has been considered necessary by themanagement as disclosed in Note 8(b). However considering the significant time involvedin the arbitration process and delays in the realisation of amounts in the recent yearsfor the claims awarded in favour of the Company we are unable to comment on the carryingvalue of the above referred claims and the shortfall if any on the amount that would beultimately realized by the Company.
Management response to Auditor's observation:
The statutory given a qualified opinion on the Trade receivables under arbitration forRs.483 crs quoting the time frame involved in the Arbitration proceedings.
The company went into arbitration for those receivables long back. The total amountclaimed under arbitration is around INR1000 crs for all the projects.
This will definitely take time to get the arbitration award as the documents pertainingto the arbitration claims are huge . Moreover the company recognised only INR483Crores asTrade Receivables in the books of Accounts which is < 50 % of the total Arbitrationclaims.
The management is sincerely approaching the arbitration proceedings in all respects andconfident of getting the award not lesser than the book value.
The Board has appointed M/s. Gopalaiyer and Subramanian Chartered Accountants as theInternal Auditor of the Company pursuant to Section 138 of Companies Act 2013 and RuleNo. 13 of The Companies (Accounts of Companies) Rules 2014 for the financial year2019-20.
Mr. M. Francis is a qualified Company Secretary having expertise in finance andAccounts. The Internal Audit would ensure that strong internal control mechanism is put inplace in the Company as per the recommendations and guidance of Audit Committee.
The Board of Directors had appointed M/s SS & Associates (Firm Registration No000513) as the Cost Auditors of the Company to audit the cost accounting records of theCompany for the financial year 2019-20.
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 hasappointed Mr. N. Balachandran Practising Company Secretary Chennai to undertake theSecretarial Audit of the Company. The report of the Secretarial Audit Report is annexedherewith as "Annexure B"
MANAGEMENT'S RESPONSE TO SECRETARIAL AUDITOR'S OBSERVATIONS
a. The Securities and Exchange Board of India (Listing Obligation and DisclosureRequirements) Regulations 2016 except there are few instances require compliance.
The trading with the stock exchanges are suspended due to the non payment ofpenalty to the exchanges for the lapse in Board composition for two quarters. However nowthe Company has complied with the Regulation and also paid the penalty amount. Both theExchange is in process of granting the approval for revocation of trading.
b. The Secretarial Standards issued by The Institute of CompanySecretaries of India However there are few instances which require compliance.
The Company has strived to comply with the secretarial standards issued byICSI however efforts are taken to streamline the same.
c) Company web site related compliances in general are yet to be regularised andupdated in a periodical manner.
As the website revamping is in process the website compliances are nowregularized
d) I further report that the following points requires attention and are beyond myscope
1) Erosion of Net worth
2) Uncertainty on Recovery of Trade Receivables
3) Winding up petition preferred by various corporate bodies against the Company.
4) Loans extended requires compliance under section 186(7) of Companies Act 2013.
1) The net worth erosion has happened because of the continuous loss made by theCompany. However the Company is hopeful of bringing the net worth positive in the comingyears with the enhanced business opportunities.
2) The Company on day to day basis is closely following it up with the clients for thetrade receivables. The Company is hopeful in recovering major dues in due course of time.
3) At present there is only one winding up petitions filed against the Company to thetune of Rupees. Thirty Five Lakhs The Company has filed counter statement that thepetition filed by the petitioner is time barred as per the Limitation Act 1963
4) The Company has not charged any interest for the loans extended to its subsidiarycompany as the subsidiary company is striving to revive and it becomes responsibility ofthe holding company to support the subsidiary companies to the maximum extent possible inits faster revival. Hence given the precarious situation any further interest burden tothe Company will lead to greater deterioration of the Company.
e) I Further Report that the company is not regular in depositing the statutory dues /of filing periodical return as relating to and applicable with the appropriateauthorities during the year under audit.
Due to the delay in collection from clients the Company could not depositits statutory dues on time. Inspite of the crippled situation the Company strives tocomply with the statutory obligations on time. Efforts are being made to comply on time.
f) The Listing Agreements entered into by the Company with National Stock Exchange ofIndia Limited and BSE Ltd . During the period under review the Company has complied ingeneral with the provisions of the Act Rules Regulations Guidelines Standards etc.except compliances required for few instances.
The trading with the stock exchanges are suspended due to the non payment ofpenalty to the exchanges for the lapse in Board composition for two quarters. However nowthe Company has complied with the Regulation and also paid the penalty amount. Both theExchange is in process of granting the approval for revocation of trading.
g) There has been a non-compliance in repayment of amount outstanding on OptionallyConvertible Debentures and interest thereupon
The Company is negotiating with Banks for postponement of the said repayment
h) There are overdue payments payable to MSME Enterprises under MICRO Small and MediumEnterprises Development Act 2006
These are operational overdues and steps have been taken to settle the pendingdues periodically.
The following changes have occurred in the Board of Directors during the financial year2018-2019:
17.1 INDUCTIONS/ CHANGE IN DESIGNATION
The Board has appointed Mr. Sujit Mundul (DIN: 03519755) and Ms.Kameswari Subramanian(DIN: 08290521) on December 03 2018 as an Independent Directors.
17.2 DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and as per theSEBI (LODR) Regulations 2015.
The Board accepted and approved the resignation of the following Directors
1. Mr.Ranjit Goswami DIN:(07368429) on January 30 2019
2. Mr. P. Venkatesh DIN:(00378947) on May 28 2019
and Mr.PK Aravindan relieved from the Board due to death on 21.02.2019.
The Company and its Board of Directors place their most sincerecondolences to loved ones and family of Mr.P.K. Aravindan. The Board places its deepappreciation for the contribution Mr.P.K. Aravindan has made to the Board of ConsolidatedConstruction Consortium Limited throughout his directorship and also for the significantcontribution he has made to the management affairs of the Company and for the valuableadvises he has made to the Board from time to time.
We are truly grateful for all the valuable time that he has spent forthe betterment of the Company.
In accordance with the provisions of the Companies Act 2013 and interms of the Memorandum & Articles of Association of the Company At the ensuing 22ndAnnual General Meeting Shri. VG.Janarathanam whole - time Director of the Company isliable to retire by rotation and being eligible offer himself for re-appointment. TheBoard recommends his reappointment.
The Companies Act 2013 provides for the appointment of IndependentDirectors. Sub section (10) of Section 149 of the Companies Act 2013 provides thatindependent directors shall hold office for a term of up to five consecutive years on theboard of a company; and shall be eligible for re-appointment on passing a specialresolution by the shareholders of the Company.
Accordingly all Independent Directors were appointed by theshareholders at the General Meeting as required under Section 149(10) of the Companies Act2013. Further according to sub section (11) of Section 149 of the Companies Act 2013 noIndependent Director shall be eligible for appointment for more than two consecutive termsof five years. Sub section (13) states that the provisions of retirement by rotation asdefined in Sub section (6) and (7) of Section 152 of the Act shall not apply to suchindependent directors.
Mr.Jayaram Rangan (DIN:00573850) who was appointed as an IndependentDirector of the Company by the Members with effect from 01st September 2014 and whoseterm of office expires on 31st August 2019 is reappointed as an Independent Director ofthe Company not liable to retire by rotation for another term of five consecutive yearsfrom 01st September 2019 to 31st August 2024 subject to passing of resolution in thisAGM.
17.5 BOARD EVALUATION
Pursuant to the Regulation 17(6) (10) of SEBI (LODR) Regulations 2015the Board shall monitor and review the Board evaluation framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of Independent Directors shallbe done by the entire Board of Directors excluding the director being evaluated. TheBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and Compliance Committees.
17.6 TRAINING OF INDEPENDENT DIRECTORS
Every new Independent Director of the Board attends an orientationprogram. To familiarize the new inductees with the strategy operations and functions ofour Company the executive directors/senior managerial personnel make presentations to theinductees about the Company's strategy operations product and service offeringsmarkets organization structure finance human resources technology quality facilitiesand risk management.
17.7 REMUNERATION POLICY
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The Remuneration Policy is stated in the CorporateGovernance Report. The Executive Directors have deferred their salaries till revival ofthe Company and all other remunerations paid to the Directors Key Managerial Personneland senior management personnel are as per the remuneration policy of the Company.
17.8 DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statement in terms ofSection 134 (3) (c) of the Companies Act 2013:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had 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 and loss of the company for that period;
(c) the directors had 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 had prepared the annual accounts on a going concern basis; and
(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.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
18 CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
A statement containing the particulars relating to conservation of energy research anddevelopment and technology absorption as required under Section 134 (3) (m) of theCompanies Act 2013 and Rule 8 (3) (A) (3) (B) and 3 (A) (C) of The Companies (Accounts)Rules 2014 is annexed to this report as "Annexure C"
19 PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT2013
Details of Loan Guarantees and Investments covered under the provisions of Section 186of the Companies Act 2013 are given in the notes to financial statements.
20 PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 of the Companies Act 2013 read withRule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of the employees of the company is annexed to this report as "AnnexureF"
Your Company has not accepted any deposits from the public during the year underreview.
During the year Five Board Meetings and four Audit Committee Meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013.
Currently the Board of Directors of the Company pursuant to the mandatory provisionsof Companies Act 2013 has the following committees namely:
a) Audit Committee
b) Nomination & Remuneration Committee
c) Stakeholders Relationship Committee
d) Corporate Social Responsibility Committee
e) Share Transfer Committee
f) Risk Management committee
g) Internal Complaints Committee
h) Executive Committee
i) Enquiry Committee
A detailed note on the Board and its committees along with the composition of thecommittees and compliances is provided under the Corporate Governance Report section inthis Annual Report.
24 AUDIT COMMITTEE
Currently the Company has an independent and qualified Audit Committeeas per the provisions of Section 177 (8) of the Companies Act 2013 and Rule 7 of TheCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 18 of SEBI (LODR)Regulation 2015 the following is the current composition of Audit Committee:
|Name of the Director ||Status ||Category |
|Mr.Mohan Srinivasan ||Chairman ||Non-Executive Independent Director |
|Mr. Jayaramrangan ||Member ||Non-Executive Independent Director |
|Mr. Sujit Mundul ||Member ||Non-Executive Independent Director |
|Ms. Kameswari Subramanian ||Member ||Non-Executive Independent Director |
The Board has accepted all the recommendations provided by the AuditCommittee.
25 VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a vigil mechanism/whistle blower Policy to deal withinstance of fraud and mismanagement if any. The details of the vigil mechanism Policy isexplained in the Corporate Governance Report and also posted on the website of theCompany.
26 PARTICULARS OF CONTRACTS OR ARRAGEMENTS WITH RELATED PARTIESREFERRED TO IN SECTION 188(1) OF THE COMPANIES ACT 2013:
All related party transactions that were entered into during thefinancial year were on an arm's length basis and were in the ordinary course ofbusiness. There are no materially significant related party transactions made by theCompany with
Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large. TheCompany is in the process of developing a Related Party Transactions Manual StandardOperating Procedures for purpose of identification and monitoring of such transactions.None of the Directors has any pecuniary relationships or transactions vis--vis theCompany. Particulars of Contracts or arrangement with related parties referred to inSection 188(1) of the Companies Act 2013 in the prescribed Form AOC-2 is appended asAnnexure "D" to the Board's Report.
27 ENHANCING SHAREHOLDER VALUE
Your Company believes that its Members are among its most importantstakeholders. Accordingly your company's operations are committed to the pursuit ofachieving high levels of operating performance and cost competitiveness consolidating andbuilding for growth enhancing the productive asset and resource base and nurturingoverall corporate reputation. Your company is also committed to creating value for itsother stakeholders by ensuring its corporate actions positively impact the socio-economicand environmental dimensions and contribute to sustainable growth and development.
28 EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in formMGT 9 is annexed herewith as "Annexure E".
29 COMPLIANCE OF SECRETARIAL STANDARD
The Company has complied with the Secretarial Standards issued by TheInstitute of Company Secretaries of India and approved by the Central Government asrequired under Section 118(10) of the Companies Act 2013.
30 GREEN INITIATIVES
During fiscal 2014-15 we started a sustainability initiative with theaim of going green and minimizing our impact on the environment. This year we arepublishing only the statutory disclosures in the print version of the Annual Report.Additional information is available on our website www.ccclindia.com.
Electronic copies of the Annual Report 2018-19 and Notice of the 22ndAnnual General Meeting are sent to all the members whose email addresses are registeredwith the Company/Depository Participant(s). For members who have not registered theiremail addresses physical copies of the Annual Report 2019 and the Notice of 22nd AnnualGeneral Meeting are sent in the permitted mode. Members requiring physical copies can senda request to the Company.
The Board of Directors of the Company wishes to express their deep sense ofappreciation and offer their sincere thanks to all the Shareholders of the Company fortheir unstinted support to the Company.
The Board also wishes to express their sincere thanks to all the esteemed Customers fortheir support to the Company's business.
The Board would also like to place on record their deep sense of gratitude to thevarious Central and State Government Departments Organizations and Agencies for thecontinued help and co-operation extended by them.
The Board would also like to place their sincere thanks to Mr. Ranjit Goswami (NomineeDirector) Mr. P. Venkatesh and Dr.PK. Aravindan the erstwhile Independent Director of theCompany for the contribution to the Board during their tenure as Independent Director ofthe Board.
The Directors also gratefully acknowledge and thank all financial institutions andbanks for their timely support in restructuring the Company's debt under theSustainable Structuring of Stressed Assets (S4A) recently approved by the lenders andfailing which the Company would have succumbed to the recession faced by the ConstructionIndustry.
In the end the Board would like to place on record their deep sense of appreciation toall the executives officers employees staff members and workers at the various sites.
| ||For and on behalf of the Board of Directors |
| ||R. Sarabeswar ||S. Sivaramakrishnan |
|Place: Chennai ||Wholetime Director ||Managing Director |
|Date: August 28 2019 ||(DIN: 00435318) ||(DIN: 00431791) |