The Board of Directors hereby submit the 22nd annual report along with theaudited financial statements of your Company for the financial year ended 31stMarch 2018.
STATEMENT OF COMPANY AFFAIRS FINANCIAL RESULTS
Your Company's financial performance during the financial year 2017-2018 is summarizedbelow:-
| ||2017-18 ||2016-17 |
|Revenue from Operations ||943.29 ||948.62 |
|Total Income ||950.20 ||994.02 |
|Profit before exceptional items ||-34.32 ||48.56 |
|Exceptional items ||76.00 ||-0.72 |
|Profit after exceptional items but before Tax ||41.68 ||47.84 |
|Tax Expenses ||0.18 ||11.62 |
|Profit after Tax ||41.50 ||36.22 |
|Total Comprehensive Income for the year ||41.50 ||36.44 |
|Earnings per share (face value of ' 10/- each) (EPS) || || |
|- Basic ||16.31 ||14.23 |
|- Diluted ||16.31 ||14.23 |
TRANSFER TO RESERVES
The Company has not transferred any amount to reserves of the Company
In view of the accumulated losses the Board regrets its inability to declare anydividend for the financial year ended 31st March 2018.
The total income of the Company on a Standalone basis stood at INR 950.20 crores forthe financial year ended on 31st March 2018 as compared to the total income ofINR 994.02 crores for the previous financial year ended on 31st March 2017.The Company posted a Net Profit of INR 41.50 crores for the financial year under review asagainst the Net Profit of INR 36.22 crores for the previous financial year ended on 31stMarch 2017 .
The past year has continued to be challenging for the Company. The progress with regardto construction has been slow. This is on account of lingering issues related to globaland domestic slowdown problems with land acquisition environmental clearances and alsothe stressed financial position of the Company.
Corporate Debt Restructuring (CDR) has been scrapped since Feb 12 2018. Though we areworking towards steering the Company out of cash flow stress restrained bankingfacilities and issues related thereto order intake remains sluggish since many of thestalled projects are yet to be kick-started. Projects already awarded are generallyprogressing slow due to various continuing problems on ground which remain unresolvedover a period of time leading to cost escalations which remain unpaid. All these factorscombined have led to a vicious cycle culminating in a pile up of debt and highconsequential costs.
To overcome the challenging business environment the Company is rigorously undertakingthe steps to realization of claims selective settlement of past debts with its bankerscost optimization monetization of SPV assets and carefully bidding for new jobs offeringgood margins and better synergy apart from focusing on streamlining the internalorganization and processes with emphasis on leveraging the Company's existing corecompetencies.
The company has undergone debt restructuring in the year 2013 under the framework ofCorporate Debt Restructuring (CDR) of Reserve Bank of India which has since been scrappedby RBI in February 2018. The liquidity position of the Company is bound to turn around inview of steps undertaken by the Government and the Company. The Company is optimistic toregularize its banking facilities soon.
MATERIAL CHANGES AND COMMITMENTS
On the request of the Company the State Bank of India (SBI) has agreed towards fulland final settlement of all the dues of the Company to the Bank for a total sum of INR280.00 Crores payable in stages over next one year.
Further C & C Myanmar Road Constructions Company Ltd. was incorporated as 100%Subsidiary of the Company as per the laws of Myanmar on 21.09.2017.
The BLPL-C & C JV has been awarded a project by Govt. of Bihar for execution ofRestoration and Lining work of Sone western Link canal for the contract price of INR1451256613.00 (Rupees One Hundred forty five crores twelve lakhs fifty six thousandssix hundred thirteen only) on EPC Mode. The share of C & C in this JV is 72.50%.
FRAUDS REPORTED BY THE AUDITORS IF ANY
There are no frauds reported by the Auditors under sub-section (12) of Section 143 ofthe Companies Act 2013 other than those which are reportable to the Central Governmentand no fraud has been reported to the Central Government.
SUBSIDIARIES JOINT VENTURES ASSOCIATE COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS
The Company has seven Subsidiaries and two Associate companies within the meaning ofSection 2(87) and 2(6) of the Companies Act 2013 respectively. There has been no materialchange in nature of business of the Subsidiaries and Associates.
In accordance with the Ind AS 110 on Consolidated Financial Statements read with Ind AS28 for Investments in associates and in Joint ventures the audited Consolidated FinancialStatements for financial year ended 31st March 2018 form part of the AnnualReport and Financial Statements.
Pursuant to Proviso to Section 129(3) of the Act a statement as per Form AOC-1containing the salient features and brief details of performance and financials of theSubsidiary Associate Companies and Joint Venture for the financial year ended 31stMarch 2018 is attached to Financial Statements of the Company.
The contribution of the Subsidiaries to overall performance of the Company are asunder:
|Subsidiary ||C&C share profit consider in Balance sheet |
|C&C Projects Ltd. ||-12365843 |
|C&C - Tower Ltd. ||-77544406 |
|C&C - Tolls Ltd. ||0 |
|C&C - Western UP Expressway Ltd. ||-50860625 |
|C&C Realtors Ltd. ||-103600 |
|C&C - Oman LLC ||29397457 |
|C&C Myanmar Road Constructions Ltd. ||0 |
The Board has adopted a policy for determining material subsidiaries of the Company asper the provisions of corporate governance regulation of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015. The said policy is hosted at the Company'swebsite at the link http:// www.candcinfrastructure.com/images/policies/Policv%20on%20Material%20Subsidiaries.pdf
CASH FLOW ANALYSIS
In conformity with the provisions of the SEBI (Listing Obligations and Disclosurerequirements) Regulation 2015 the cash flow statement for the financial year ended 31stMarch 2018 is included in the Financial Statement.
No changes have occurred in the Share Capital Structure of the Company during theperiod under review.
DIRECTORS AND KEY MANGERIAL PERSONNEL
Pursuant to provisions of Section 152 of the companies Act 2013 Mr. Rajbir Singh (DIN00186632) retire by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.
Pursuant to provisions of Section 149 of the Act all the Independent Directors of theCompany gave declarations to the Company that they meet the criteria of independence asspecified under Section 149(6) of the Act and Regulation 25 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.
Brief resume of Director proposed to be re-appointed and other relevant informationhave been furnished in the Notice convening the Annual General Meeting. Appropriateresolution for his re-appointment is proposed for approval of the members at the AnnualGeneral Meeting.
Further during the period under review Gen. N.C. Vij independent director had resignedfrom the directorship of the Company w.e.f. 05.04.2018.
The Board places on record its appreciation for the valuable guidance and servicesrendered by him during his association with the Company.
Further the Company has to appoint two Independent Directors and one Woman independentdirector in order to comply with the provisions regarding Composition of Board ofDirectors under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
Further the Company also has to appoint Chief Financial Officer in pursuance ofprovisions of Section 203 of the Companies Act 2013.
The Company is making necessary efforts to fill the vacancies.
MEETINGS OF THE BOARD
The Board of directors duly met five (5) times during the period under review thedetails of which are given in Corporate Governance Report annexed to this report.
The details of the familiarization Programmes for Independent Directors are hosted onCompany's website at the link http://www.candcinfrastructure.com/images/termsofAppoinment/ Familiarisation%20Programme.pdf.
COMMITTEES OF THE BOARD
Currently the Board has six Committees viz. Audit Committee Nomination andRemuneration Committee Stakeholders Relationship Committee Corporate SocialResponsibility (CSR) Committee Risk Management Committee and Finance Committee. Adetailed note on the composition of the Board and its committees are provided in theCorporate Governance Report section of the Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act the Board of Directors herebystate that:
(a) in preparation of annual accounts the applicable Ind AS have been followed alongwith 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 financial year ;
(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;
(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.
The Company has an adequate system of internal control to ensure that the resources ofthe Company are used efficiently and effectively. The internal financial controls withreference to the Financial Statements are commensurate with the size and nature ofbusiness of the Company
Pursuant to provisions of Companies Act 2013 and Provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Nomination andRemuneration Committee laid down the criteria for performance evaluation of the IndividualDirectors the Board and its Committees. Accordingly the performance of the Board itsCommittees and individual Directors were evaluated as per the Guidance Note issued by SEBIand also by considering the contribution of the individual directors to the Board andCommittee meetings preparedness on the issues to be discussed meaningful andconstructive contribution and inputs in meetings relationship with fellow board memberswilling to devote time and effort to understand the Company and its business etc.
Details of Company's policy on Directors appointment and remuneration includingcriteria for determining qualifications etc. have been given under Corporate GovernanceSection.
As per Schedule IV of the Act Independent Directors of the Company at a separatemeeting evaluated the performance of non-independent directors the Board as a whole andthe Chairman of the Company taking into account the views of executive and non-executivedirectors. The Independent Directors have also reviewed the quality quantity andtimelines of flow of information between management of the Company and the Board for theeffective performance of the board.
AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS
At the 21st Annual General Meeting held on September 18 2017 M/s BediSaxena & Co. Chartered Accountants (FRN: 000776C) was appointed as statutoryauditors of the Company to hold office till the conclusion of 26th AGM to beheld in the year 2022.
The Notes on Accounts referred to in the Auditors' Report are self explanatory andtherefore do not call for any further comments.
M/s. Santosh Kumar Pradhan Practicing Company Secretaries (C.P No.: 7647) wasappointed to conduct the secretarial audit of the Company for the financial year ended 31stMarch 2018 as required under Section 204 of the Companies Act 2013 and Rulesthereunder.
The secretarial audit report i.e. MR-3 forms part of the Annual Report as Annexure 1to the Board's report. On the observations made in the Secretarial Audit Report theproper steps are being taken by the Management so as to comply with the provisions.
Further as per observation in the report the Company is in search of Woman Directorrequisite no. of Independent Directors and CFO and hope these persons will be appointedvery shortly.
As per provisions of Section 148 of the Act read with Rules made there under M/s.Pradeep Sud & Co. Practicing Cost Accountants (FRN. 100626) had been appointed asCost Auditor for the purpose of auditing the Cost accounting records maintained by theCompany for the financial year 2017-18.
During the year the Company did not accept any public deposits.
EXTRACT OF ANNUAL RETURN
An extract of the annual return in the prescribed format is appended as Annexure 2 tothe Board's report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS
There are no significant and material orders passed by the regulators or tribunalsimpacting the going concern status and Company's operations in future.
No cases were filed pursuant to the Sexual Harassment of Women at work Place(Prevention Prohibition and Redressal) Act 2013 during the period under review.
CONSERVATION OF ENERGY TECHNOLOGY- ABSORPTION. FOREIGN EXCHAMGE EARNING AND OUTGO
The Company's core activity is civil construction which is not energy intensive.However your Company takes every effort to conserve the usage of power at its sites andoffices.
There is no information to be furnished regarding Technology Absorption as your Companyhas not undertaken any research and development activity in any manufacturing activity norany specific technology is obtained from any external sources which needs to be absorbedor adapted.
The expenditures and earnings in foreign currency are as under:
Expenditures in foreign currency including CIF value of Imports = Rs.11182060/-
Earnings in foreign currency including Export Turnover =Rs.3739082062/-
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A separate report on the Management discussion and analysis pursuant to Regulation 34of SEBI (Listing Obligations and Disclosure requirements) Regulation 2015 forms a partof the annual report.
In pursuance of Regulation 34 and Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015 a separate section on Corporate Governance hasbeen incorporated in the annual report for the information of the shareholders. Acertificate from the Auditors of the Company regarding compliance of the conditions ofCorporate Governance as stipulated under the said regulation also forms a part of theannual report.
CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135 of the Companies Act 2013 the Company hasconstituted the CSR committee to formulate implement and monitor the CSR Policy of theCompany. However as the Company does not have average net profits for the threeimmediately preceding financial years as per section 198 of the Companies Act 2013 theSection 135(5) of the Act pertaining to spending of 2% of average net profits of theCompany for immediately preceding three financial years and disclosure required to begiven under Section 135(5) of the Act and Rule 8 of Companies (Corporate SocialResponsibility Policy) Rules 2014 are not applicable to the Company for the financialyear 2017-18.
PARTICULARS OF EMPLOYEESS
A statement containing the information required under Section 197(12) of the CompaniesAct 2013 and Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended forms part of the Board's report as Annexure 3.
PARTICULARS OF LOANS INVESTMENTS AND GURANTEES
The details of Loans guarantees and investments covered under Section 186 of theCompanies Act 2013 are available and form part of the Notes to the financial statements.
RELATED PARTY TRANSACTIONS
As per the provisions of the Companies Act 2013 and Regulation 23 of the SEBI (Listingobligations and Disclosure requirement) Regulation 2015 the Company has formulated apolicy on Related Party Transactions to ensure the transparency in transactions betweenthe Company and related parties. The said RPT Policy is also available at Company'swebsite at the link http://www.candcinfrastructure.com/images/policies/Related%20partv%20transaction%20policv.pdf. There has been no change in theRelated Party policy of the Company.
All Related Party Transactions entered by the Company during the financial year underreview were in ordinary course of business and on Arm's length basis.
The Company has established Risk Management process to manage risks with the objectiveof maximizing shareholders value. The details of various risks that are being faced by theCompany are provided in Management Discussion and Analysis Report which forms part ofthis Report.
WHISTLE BLOWER POLICY
The Company has adopted a whistle blower policy containing the mechanism as requiredunder Section 177(9) of the Act and Regulation 22 of the SEBI (Listing obligations andDisclosure requirement) Regulation 2015 for directors and employees to report the genuineconcerns about unethical behaviour actual or suspected fraud or violation of theCompany's code of conduct and ethics. Protected disclosures can be made by the employeesof the Company and can also have access to the Chairman of Audit Committee.
The Whistle Blower Policy adopted by the Board has been hosted on Company's website atthe link http:// www.candcinfrastructure.com/images/policies/Whistle%20Blower%20Policy.pdf.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
The Company has during the period under review transferred a sum of ' 120070/- toInvestor Education and Protection Fund in compliance with the provisions of Section 125of the Companies Act 2013. The said amount represents the unpaid/ unclaimed dividend forthe financial year 2009-10.
CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN ATWORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has constituted a Internal Complaints Committee under the Sexual Harassmentof Women at workplace (Prevention Prohibition and Redressal) Act 2013 for redressing thecomplaints of Women.
Your Directors take this opportunity to place on record their appreciation towardsbankers clients and all the business associates for their continuous support to theCompany and to the shareholders for the confidence reposed in the Company management andlook forward for the same in greater measure in the coming years. The Directors alsoconvey their appreciation to the employees at all levels for their enormous personalefforts as well as collective contribution.
| ||By order of the Board |
| ||For C&C Constructions Limited |
|Date: 14.08.2018 ||Gurjeet Singh Johar |
|Place: Gurugram ||Chairman |
| ||DIN: 00070530 |