CCL INTERNATIONAL LIMITED
Your Directors have the pleasure in presenting the 27th Annual Report togetherwith Audited Financial Statement of the Company for the Financial Year ended 31st March2018.
1. Financial Results:
The financial performance of your Company for the year ended March 312018 issummarized below:
(Rs. In Lacs)
|Particulars ||Standalone ||Consolidated |
| ||Current Year ||Previous Year ||Current Year ||Previous Year |
| ||31.03.2018 ||31.03.2017 ||31.03.2018 ||31.03.2017 |
|Revenue from operations ||3400.08 ||7098.43 ||3400.08 ||7098.43 |
|Profit for the year after meeting all expenses (before Depreciation Interest & Tax) ||356.98 ||581.91 ||356.98 ||581.91 |
|Less: || || || || |
|Interest ||154.91 ||143.84 ||154.91 ||143.84 |
|Depreciation & Amortization ||182.22 ||143.05 ||182.22 ||143.05 |
|Profit/(Loss) before share of Profit/(Loss) from Investment in Associates Companies ||19.85 ||295.02 ||19.85 ||295.02 |
|Share of Profit/Loss from Associates companies || || ||61.48 ||(3.55) |
|Provisions || || || || |
|- Provision for Taxation ||0.00 ||0.00 ||0.00 ||0.00 |
|- Provision for Current year Deferred ||11.45 ||(15.23) ||11.45 ||(15.23) |
|Tax Liability || || || || |
|Profit/(Loss) after Tax ||8.40 ||310.25 ||69.88 ||306.70 |
|Appropriations || || || || |
|- Profit Brought Forward from ||949.03 ||638.78 ||858.32 ||638.78 |
|Previous Year || || || || |
|- Adjustment for Share of Post acquisition accumulated Profits/Reserves ||0.00 ||0.00 ||0.00 ||(87.16) |
|Profit/Loss Carried to Balance Sheet ||957.43 ||949.03 ||928.20 ||858.32 |
2. Company Performance:
On Standalone basis the turnover for the Financial Year 2017-18 is Rs.3400.08 Lacs waslower by 52.10% over last year (Rs. 7098.43 Lacs in Financial year2016-17).Simultaneously there has been decrease in the profitability also. The Profitafter tax is decreased by 97.29% to Rs. 8.40 Lacs as compared to Rs. 310.26 Lacs in thelast year.
During the year under review the Company achieved a consolidated turnover of Rs.3400.08.Whereas the Profit after tax amounts to Rs. 69.88 Lacs on a consolidated basis.
Due to competitive pressure infrastructure development in India has been going througha very difficult phase over the last few years affecting the overall performance.Consequently players in the construction space especially those in business of Roadconstruction & building large infrastructure for the state and central governmentshad to face severe financial operational and regulatory challenges such as very tightliquidity conditions serious stress on cash flows as well as sundry issues brought up inthe ambit of environment and social displacement.
Our focus area continues to be the execution of civil engineering projects withspecialization on road & bridge. Further your Company had been successful in baggingvarious contracts for execution of Infrastructure Projects. Apart from above the Companyexpects substantial increase in the order book position.
Your Directors & Management along with the entire team is taking all possibleaction to ensure that we are able to sustain our financial growth and business operationaldevelopments inspite of all adverse external conditions & competition.
3. Business Operations:
As you are already aware your company introduced a German Technology i.e. EvocreteST used in various regions in conducting its road construction activities and workingwith it from the past 6 years which has affected the goodwill and profitability of thecompany. Since using this technology the Company has bagged various infrastructuredevelopment projects operational in many parts of the country which are based on
the same German Technology. Evocrete! CCL has brilliantly used its management skillsand expanded its reach to different region of the country.
Product: "EvoCrete" is a unique formulation which provides formodification of soil making it appropriate for road construction. It is used for completesolidification of any soil type which has zero or negligible aggregates. Under thistechnology a mechanized recycler or as also called a soil stabilizer is used forintegrating an additive to the soil. Even a Ready Mix Cement plant tested & tried onmore than 5.0 Million Sq. M eters world over is being used as per road or pavement designleading to best in class ready to use traffic roads. In brief we can say that the GermanTechnology provides for a soil stabilization technique which binds the soil with adequatequantity of cement and water ensuing in development of solid concrete slab.
EvoCrete is the latest generation evolved soil & Concrete modifiers forinfrastructure industry are most trusted world over to bring speed strength & life.Remarkable Additives helps in cost & engineering designs. Technology i.e. specializedfor infra projects evolved to construct roads highways canals railways etc. at mostcost effective & efficient manner. We would also like to share the areas where we usethe material named EvoCrete. A list of which is shown on the next page
During the year under review the company bagged number of new projects in vertical itoperates its Business activity regardless of uncertainties and challenges arising in themarket conditions; the company has successfully demonstrated strong value addition in theinfrastructure sector. In the year under review the company has not only completed theongoing projects in an efficient manner but has also acquired various new and innovativeprojects in the field of Infrastructure Segment and your Directors are pleased to informthat during the year under report the Company has secured the following Main Contracts:
Rehabilitation to Agia-Medhipara-Phulbari- Tura (AMPT) Road Portion from 67.60Kms to
93.00 Km) (Ch 67.60 Km to-93.00 Km).
Contract Value -16.692 cr.
Rehabilitation to Agia-Medhipara-Phulbari- Tura (AMPT) Road Portion from 0.00Kms to
32.00 Km) (Ch 1st Km to 32nd Km).
Contract Value -16.036 cr.
Rehabilitation of Chokpot Sibbari Road (0 to 28th Km) Portion from 0 to 10th KmLength=10.00 Km by providing WBM and PMC/SC (Gr. No.I to VI)
Contract Value -5.080 cr.
To march on a higher growth route your Company is competing for more new projects indomestic country and further increase turnover from existing & executed Projects.Securing new projects assumes importance in the wake of better profit margins .YourCompany as a group offers the vast spectrum of infrastructure services in the
areas of Construction of bridges Construction of roads and Construction of highways.During the year under review the Company stepped in contracts with various otherorganizations like Border Road Organization National Highways Authority of IndiaGovernment of Assam Government of Haryana PWD Department Government of Meghalaya and forexecuting its ongoing projects which would surely enhance the growth goodwill and publicreputation of your company and would proved out to be more profitable in the comingmonths.
Our other areas of operation includes Trading of Steels Non-Ferrous Metals Fabrics Cements that have also proved out to be profitable for the company. It is needed to bepointed out that as your company is bifurcated into two major business operation i.e.trading & infrastructure segment and during the relevant previous year revenuegeneration from the Infrastructure sector stood to be significantly higher as comparedwith revenue generation from an trading sector and steps has been taken by your companyand revenue collected from the Infrastructure sector has substantially increased from theprevious year.
The Directors and the management placed on record the contribution made by ouremployees at all levels. Our consistent growth was made possible by their hard worksolidarity cooperation and support. Other factors which contributed for smoothperformance of companies operational activities can be noted to be better pricerealization richer product mix and effective & efficient work efforts.
4. Material Changes in Business Operations:
There was no change in the nature of the business of the Company during the year endedon 31st March 2018. Further there are no material changes occurred in between thefinancial year ended on 31st March 2018 and date of the report of the Company whichaffects the financial position of the Company.
5. Transfer to reserve
During the year under review the company has not transferred any amount to GeneralReserve.
No amount is recommended as Dividend for the financial year 2017-18.
7. Number of meeting of Board of Directors
Pursuant to Companies Act 2013 and the Rules framed there under 6 Board Meetings wereheld in the financial year 2017-18. The details of the meeting are disclosed in theCorporate Governance Report forming part of this Annual Report.
8. Audit Committee
The Audit Committee of the Board of Directors of the Company is duly constituted inaccordance with the provisions of Sections 177 (8) of the Companies Act 2013 read withRule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules 2013 andRegulation 18 of SEBI (LODR) Regulations 2015. The composition of Audit committee isdisclosed in the Corporate Governance Report. All the recommendations made by the AuditCommittee were accepted by the Board.
9. Particulars of Loans Guarantees or Investments under Section 186
The Details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 are given in the notes to the Financial Statementsforming part of this Annual Report.
10. Adequacy of Internal Control System:
The company has proper and adequate system of Internal Control to monitor properrecording of transaction according to policies and procedures
laid down by the company. The company regularly monitors that all regulatory guidelinesare complied with at all levels.
The Audit Committee constituted by the Board reviews the adequacy of Internal ControlSystem. The Internal Auditors' Report dealing with the internal control system isconsidered by the Audit Committee and appropriate actions are taken wherever deemednecessary.
11. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The information on Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo as stipulated under section 134 of the Companies Act 2013 read withthe Companies (Accounts) Rules 2014 are as follows:
Conservation of Energy & Technology Absorption:
The Company does not have any manufacturing facility the other particulars required tobe provided in terms of Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 are not applicable. Nevertheless during the periodthe Company continued its endeavor to conserve energy through various modes. Energyconservation continues to be a focus area for the Company. Energy conservation measuresare meticulously followed and conform to the highest standards.
Foreign Exchange Earnings and Outgo:
|Foreign Exchange Earnings and Outgo: || |
(Rs. In c r.)
| ||2017-18 ||2016-17 |
|a) Foreign Exchange earnings ||0.00 ||0.00 |
|b) Foreign Exchange outgo ||1.01 ||1.65 |
12. Details of Subsidiary/Joint Ventures/ Associates
During the year under review the company has not any subsidiary companies but hasassociates companies and Partnership JV Firm. A statement containing salient features ofthe financial statements of the Company's associates in Form AOC-1 is appended to thisReport as Annexure B.
|Sl. No. ||Name of Companies ||No. of Shares ||% of holding |
|1. ||MokhaVyapaar Private Limited ||573600 ||49.615% |
|2. ||Pushpak Trading & Consultancy Private Limited ||1259000 ||48.833% |
|3. ||Brothers Trading Private Limited ||143850 ||49.696% |
|4. ||KPM-CCL- JV || ||50.00% |
13. Corporate Social Responsibility (CSR)
The CSR provisions were not applicable on the company during the year under review.
14. Directors & Key Managerial Personnel
In accordance with the provisions of Section 152 of the Companies Act 2013 Mrs. RamaGupta Director of the Company retire by rotation at the ensuing Annual General Meetingand being eligible have offered herself for re-appointment.
Mr. Vinod Kumar [DIN 07218660] has been appointed as Independent Director on the Boardof Directors of your Company w.e.f September 29 2017 and Mrs. Rama Gupta [DIN 00080613]has been re-designated from Non-Executive Director to Chairman cum Managing Director w.e.fSeptember 29 2017 and also Mr. Akash Gupta [DIN 01940481] has been re-designated fromManaging Director cum Chief Executive Officer to Executive Director.
All the Independent Directors have given declaration regarding their compliance ofprovisions Section 149 of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 in the first board meeting of the FY 2017-18.No independent director has been reappointed by the Company.
15. Prevention of Insider Trading:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
16. Significant and Material Orders
There are no significant and material order passed
by the regulator or court or tribunal impacting the going concern status and its futureoperations of the company. However some of the orders are passed against the company areas under:
1. SEBI issued a SCN dated 29.04.2016 under sections 15HA of SEBI Act 1992 and hearingon which has been completed and company has filed its written submission.
The Company its Promoters have filed an application for minimum settlement before theconsent division. However the said consent application was rejected by high PoweredAdvisory Committee (HPAC) and according adjudication proceeding stated.
In the forgoing the adjudication proceeding against the company its promoters isdisposed of without any penalty.
Hence as per Adjudication Order no quantum of penalty is being imposed on ourCompany.
2. Mr. Tara Chand Soni& Mr. Shyam Lal Bhati filed a civil & criminal case undersection 138 of the Negotiable Instruments Act 1881 in the Court of Alwar for chequebouncing against the company and its director. Wherein the Court imposed Liability oncompany of Rs. 1.66 Cr. against the cheque amount of Rs. 1.12 Cr. The Company has mutuallysettled the matterby handed over the disputed factory situated at Alwar.
17. Vigil Mechanism Policy
The Vigil Mechanism of the Company which also incorporates a whistle blower policy todeal with instance of fraud and mismanagement if any in the group in terms of the SEBI(LODR) 2015put on the Company's website. A detail of Vigil Mechanism Policy is mentionedin Corporate Governance Report.
18. Risk Management
Details of development and implementation of Risk Management policy is mentioned inCorporate Governance Report.
19. Remuneration Policy
The Nomination and Remuneration ('NR') Committee of the Company has formulated a policyfor Director's KMP and other employees. They have also developed the criteria fordetermining qualifications positive attributes and independence of a Director andrecommend
to the Board a policy relating to the remuneration for the Directors Key ManagerialPersonnel and other employees.
The detail has been mentioned in Corporate Governance Report forming Part of the AnnualReport.
120. Corporate Social Responsibility Committee
Since the Company does not fall within the ambit of the provisions of Section 135 ofthe Companies Act 2013 the provisions relating to CSR do not apply to the Company.
21. Performance Evaluation
The Company has devised a Policy for performance evaluation of the Board Committeesand other individual Directors (including Independent Directors) which includes criteriafor performance evaluation of the Nonexecutive Directors and Executive Directors. Theevaluation process inter alia considers attendance of Directors at Board and committeemeetings acquaintance with business communicating inter se board members effectiveparticipation domain knowledge compliance with code of conduct vision and strategybenchmarks established etc which is in compliance with applicable laws regulations andguidelines.
The Board carried out annual performance evaluation of the Board Board Committees andIndividual Directors and Chairperson. The Chairman of the respective Board Committeesshared the report on evaluation with the respective Committee members. The performance ofeach Committee was evaluated by the Board based on report on evaluation received fromrespective Board Committees.
The reports on performance evaluation of the Individual Directors were reviewed by theChairman of the Board.
22. Policy against Sexual and Workplace harassment
The Company believes in providing opportunity and key positions to women professionals.It has been the Endeavour of the Group to encourage women professionals by creating properpolicies to tackle issues relating to safe and proper working conditions for them andcreate and maintain a healthy and conducive work
environment free of discrimination.
During the year under review there were no case filed pursuant to the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
23. Related Party Transactions
Related Party Transaction that were entered into during the financial year was on arm'slength basis which fall under the ambit of Section 188(1) of the Act and was in theordinary course of business. None of the transactions could be considered as material inaccordance with the policy of your Company on Materiality of Related Party Transactionswhich is available on the website of the Company. Related Party Transaction is placedbefore the Audit Committee and also the Board for approval.
Information on transactions with related parties pursuant to section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure Cin Form AOC-2 and the same forms part of this report.
124. Managerial Remuneration and Particulars of Employees
The table containing the names and other particulars of employees in accordance withthe provisions of Section 197 (12) of the Companies Act 2013 read with the Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isappended as Annexure-D to the Board's Report.
During the year under report none of the employees was in receipt of remuneration inexcess of the limits prescribed under section 197 of the Companies Act 2013 read withRule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 including any amendment thereto.
25. Extract of the Annual Return
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as Annexure-E tothis Report.
26. Auditors and Auditors' Report
Pursuant to the provisions of Section 139 of the
Act and the rules framed thereunder M/s. KPMC & Associates Chartered Accountants(Firm Registration No. 005359C) were appointed as statutory auditors of the Company tohold office from the conclusion of this Annual General Meeting (AGM) till the conclusionof 28th Annual General Meeting of the Company to be held in the financial year ending2019.
The notes to accounts appearing in the schedule and referred to in the Auditors' Reportare self explanatory and do not call for any further comments. The Auditors' Report doesnot contain any qualification reservation adverse remark or disclaimer.
27. Cost Auditors
In accordance with Section 148(3) and other applicable provisions if any of theCompanies Act 2013 and the Companies (Audit and Auditors) Rules 2014 the Audit Committeehas recommended and the Board of Directors had appointed M/s. Neeraj Sharma & Co.Cost Accountants Ghaziabad being eligible and having sought for re-appointment as CostAuditors of the Company to conduct Audit of cost records of the company relating to WorkContract for the financial year 2018-19 on a remuneration of 20000/-. The remunerationpayable to the cost auditor is required to be placed before the Members in the generalmeeting for their ratification. Accordingly a resolution seeking member's ratificationfor the remuneration payable to M/s. Neeraj Sharma & Co.Cost Accountants is includedin the Notice convening the Annual General Meeting.
28. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas re-appointed Ms. Richa Gulati Practicing Company Secretary to conduct the SecretarialAudit of your Company for the financial year 201718. The Secretarial Audit Report isannexed herewith as Annexure-F & Annexure-G to this Report. TheSecretarial Audit Report does not contain any qualification reservation adverse remarkor disclaimer.
29. Internal Auditors
The Board of Directors based on the recommendation of the Audit Committee havereappointed M/s. Vidya & Co. Chartered
Accountants Delhi as the Internal Auditors of your Company and their reports arereviewed by the Audit Committee from time to time.
30. Listing with Stock Exchange
The equity shares continue to be listed on the BSE Ltd (Bombay Stock Exchange). TheStock Exchange has nationwide terminals and therefore shareholders/investors are notfacing any difficulty in trading the shares of the Company from any part of the Country.The Company has paid annual listing fees for the financial year 2018-19 to the BSE Ltd andannual custody fees to National Securities Depository Limited and Central DepositoryServices (India) Limited.
31. Corporate Governance
Your Company's Corporate Governance philosophy esteems from the belief that CorporateGovernance is a key element in improving efficiency transparency accountability andgrowth as well as enhancing investor's confidence.
The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations2015 forms an integral part of this report and the requisite Certificate duly signedconfirming compliance with the conditions of Corporate Governance is attached to thereport.
32. Management Discussion and Analysis Report
Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations andDisclosure Requirements)Regulations 2015 a detailed analysis of the Company's performanceis discussed in the Management Discussion and Analysis Report annexed to this report andform s pa rt of th i s Report.
33. Directors' Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the board of directors to thebest of their knowledge and ability confirm that:
a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
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 and fairview of the state of affairs of the company at the end of the financial year and of theprofit and loss of thecompany for that period;
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;
e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
34. General Disclosures
The Board of Directors state that no disclosure or reporting is required in respect ofthe following items as there were no transactions on these items during the year underreview:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underEmployees' Stock Option Scheme.
4. The Company does not have any scheme of
provision of money for the purchase of its own shares by employees or by trustees forthe benefit of employees.
5. No fraud has been reported by the Auditors to the Audit Committee or the Board.
Further the company is compliant of the Secretarial Standards issued by the ICSI fromtime to time
Your directors take this opportunity to offer their sincere thanks and gratitude to:
1. The bankers of the company as well as other Financial Institutions for the financialfacilities and support.
2. Business associates vendors/contractors shareholders employees and esteemedclients for their unstinted support and assistance.
The Board also takes this opportunity to express their sincere appreciation of theefforts put in by the employees at all levels for achieving the results and hopes thatthey would continue their sincere and dedicated endeavors towards achieving better workingresults during the current year.
| ||By Order of the Board of Director |
| ||Sd /- |
| ||(Rama Gupta) |
|Place: Delhi ||Chairman |
|Dated: 14.08.2018 ||[DIN 00080613] |