CCL INTERNATIONAL LIMITED
Your Directors have the pleasure in presenting the 26th Annual Report togetherwith Audited Financial Statements of the Company for the Financial Year ended 31st March2017.
1. Financial Results:
The financial performance of your Company for the year ended March 31 2017 issummarized below:
(Rs. In Lacs)
|Particular ||Current Year ||Previous Year ||Consolidated |
| ||31.03.2017 ||31.03.2016 ||31.03.2017 |
|Sales & Other Income ||7083.92 ||7900.23 ||7083.92 |
|Profit Before Depreciation Interest & Tax ||548.97 ||386.38 ||546.26 |
|Less: || || || |
|Interest ||125.41 ||134.31 ||125.41 |
|Depreciation & Amortization ||143.05 ||126.65 ||143.34 |
|Profit/(Loss) Before Tax ||280.51 ||125.42 ||277.51 |
|Provisions || || || |
|- Provision for Taxation ||0.00 ||29.15 ||0.55 |
|- Provision for Current year Deferred Tax Liability ||(15.23) ||10.94 ||(15.23) |
|Profit/(Loss) After Tax ||295.74 ||85.33 ||292.19 |
|Appropriations || || || |
|- Profit Brought Forward from Previous Year ||638.78 ||497.69 ||638.78 |
|- Adjustment for share of Post acquisition accumulated Profits/Reserves ||0.00 ||0.00 ||2186.00 |
|- Proposed Dividend ||0.00 ||47.98 ||0.00 |
|- Corporate Dividend Tax (CDT) ||0.00 ||7.78 ||0.00 |
|Profit/Loss Carried to Balance Sheet ||934.52 ||638.78 ||3116.97 |
2. Company Performance:
On Standalone basis the turnover for the Financial Year 2016-17 is Rs.7083.92 Lacs waslower by 10.33% over last year (Rs. 7900.23 Lacs in Financial year 2015-16). Whereasthere has been significant increase in the profitability. The Profit after tax isincreased by 123.66% to Rs. 280.51 Lacs as compared to Rs. 125.42 Lacs in the last year.
During the year under review the Company achieved a consolidated turnover of Rs.7083.92. Whereas the Profit after tax amounts to Rs. 292.19 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 governmentshave had to face severe financial operational and regulatory challenges such as verytight liquidity conditions serious stress on cash flows as well as sundry issues broughtup in the 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. EvocreteRSTused in various regions in conducting its road construction activities and working with itfrom the past 4 years which has affected the goodwill and profitability of the company.Since using this technology the Company has bagged various infrastructure developmentprojects operational in many parts of the country which are based on the same GermanTechnology. Evocrete! CCL has brilliantly used its management skills and expanded itsreach 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. Meters 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.
EvoCreteR 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 following 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:
Improvement including Strengthening of damaged pavement of Sohra-MawsmiShella Road Contract Value -15.20 cr.
Periodic Renewal to NH-62 for the year 2015-16 in the State of Meghalaya Km157/000 to Km 164/000 Km 180/000 & Km 195/000 to 204/000 (Length =26.00 Km) ContractValue -8.67 cr.
Improvement including Metalling & Blacktopping of Resu Dekachang AnogreRoad (8th - 13th Km) (New Technology) under Special Plan Fund Contract Value -10.07 cr.
Strengthening of weak pavement of Chokpot Siju Road (0-17th Km) Portion fromBudugre to Kakija 5.00 Km to 9.00 Km L=4.00 Km with New Technology under Special PlanFund Contract Value -6.33 cr.
Strengthening of weak pavement of Chokpot Sibbari Road (0-28th Km) (Portionfrom 11.00 Km to 20.00 Km L=10.00Km) with New Technology under Special Plan Fund ContractValue -13.20 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 ofConstruction of bridges Construction of roads and Construction of highways. During theyear under review the Company stepped in contracts with various other organizations likeBorder Road Organization National Highways Authority of India Government of AssamGovernment of Haryana PWD Department Government of Meghalaya and for executing itsongoing projects which would surely enhance the growth goodwill and public reputation ofyour company and would proved out to be more profitable in the coming months.
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 and remarks aconsiderable increase in profit turnover of the Company. It is needed to be pointed outthat as your company is bifurcated into two major business operation i.e. trading &infrastructure segment and during the relevant previous year revenue generation from theTrading sector stood to be significantly higher as compared with revenue generation froman Infrastructure sector but steps has been taken by your company and revenue collectedfrom the Infrastructure sector has substantially increased from the previous 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:
On 02.04.2016 the Company has made investment in the equity shares of the followingCompanies and resulting to be an associate company pursuant to section 2(6) of theCompanies Act 2013.
|Sl. No. ||Name of Companies ||No. of Shares ||% of holding |
|1. ||Mokha Vyapaar Private Limited ||573600 ||49.615% |
|2. ||Pushpak Trading & Consultancy Private Limited ||1259000 ||48.833% |
|3. ||Brothers Trading Private Limited ||143850 ||49.696% |
On 19.08.2016 M/s. Sybly Industries Limited ceased to be an associate company pursuantto Section 2(6) of the Companies Act 2013.
Moreover on 02.02.2017 the Company has divested 20% ownership interest (in the formof Equity Shares) held in M/s Dimension Consulting Private Limited.
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 2016-17.
7. Credit Rating
Your Directors have pleasure to inform that ICRA Limited has reaffirmed [ICRA] A4+rating of your Company for long term exposure (non fund based). ICRA has also reaffirmed[ICRA] BB rating for short term (fund based).
ICRA has carried out a credit rating assessment of the company both for short term andlong term exposures in compliance with BASEL II norms implemented by Reserve Bank of Indiafor all banking facilities.
8. Number of meeting of Board of Directors
Pursuant to Companies Act 2013 and the Rules framed there under 12 Board Meetingswere held in the financial year 2016-17. The details of the meeting are disclosed in theCorporate Governance Report forming part of this Annual Report.
9. 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 guidelines are complied with at alllevels.
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 cr.) |
| ||2016-17 ||2015-16 |
|a) Foreign Exchange earnings ||0.00 ||0.00 |
|b) Foreign Exchange outgo ||1.65 ||1.80 |
12. Details of Subsidiary/JointVentures/Associates
During the year under review the company has not any subsidiary companies or JointVentures but has associates companies. A statement containing salient features of thefinancial statements of the Company's associates in Form AOC-1 is appended to this Reportas Annexure B.
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 the Act Mr. Akash Gupta Director of the Companyretire by rotation at the ensuing Annual General Meeting and being eligible have offeredhimself for re-appointment.
Ms. Sonam Sharma [DIN 07603977] has been appointed as Independent Director on the Boardof Directors of your Company w.e.f September 30 2016 and Mrs. Rama Gupta [DIN 00080613]has been re-designated from Executive to Non-Executive Director w.e.f January 12 2017.
Mr. Anil Kumar [DIN 00164050] Mr. Mool Chand Garg [DIN 03295522] Mr. Hari Om Agarwal[DIN 06415601] has resigned from the directorship of the Company w.e.f September 26 2016and Mr. Mukesh Kumar Sharma [DIN 03468219] has resigned from the directorship of theCompany w.e.f January 12 2017.
All the Independent Directors have given declaration regarding their compliance ofconditions of sub-section 6 of section 149 of the Companies Act 2013 in the first boardmeeting of the FY 2016-17 as per the provisions of subsection 7 of section 149 of the saidAct. 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 ortribunal impacting the going concern status and its future operations of the company.However some of the orders passed against the company are as under:
1. SEBI issued a SCN dated 29.04.2016 under sections 15 HA of SEBI Act 1992 andhearing on 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 the matter is still pending beforethe division.
2. Mr. Tara Chand Soni & Mr. Shyam Lal Bhati filed a civil & criminal caseunder section 138 of The Negotiable Instruments Act 1881 in the Court of Alwar forcheque bouncing against the company and its director. Wherein the Court imposed Liabilityon company of Rs. 1.66 Cr. against the cheque amount of Rs. 1.12 Cr. The Company is tryingto negotiate the party for settlement.
17. Vigil Mechanism Policy
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the SEBI (LODR) 2015 put on the Company's website. A detail of Vigil MechanismPolicy is mentioned in 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 KeyManagerial Personnel and other employees.
The detail has been mentioned in Corporate Governance Report forming Part of the AnnualReport.
20. 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 Non-executive 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
None of the transactions with the Related Parties fall under the ambit of Section188(1) of the Act since all the agreement and transactions were in the ordinary course ofbusiness and on an arm's length basis. None of the transactions could be considered asmaterial in accordance with the policy of your Company on Materiality of Related PartyTransactions which is available on the website of the Company.
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.
24. 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 thereunderM/s. KPMC & Associates Chartered Accountants (Firm Registration No. 005359C) wereappointed as statutory auditors of the Company to hold office from the conclusion of thisAnnual General Meeting (AGM) till the conclusion of 28th Annual General Meeting of theCompany to be held in the financial year ending 2019 subject to ratification of theirappointment at every AGM.
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
The Board appointed M/s. Neeraj Sharma & Co. Cost Accountants as Cost Auditors forconducting the audit of cost records of the Company for the financial year 2016-17.
There are no qualification(s) reservation(s) or adverse remark(s) in the Cost AuditReport for the financial year ended March 31 2017.
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 appointed M/s. Richa Gulati Practicing Company Secretary to conduct the SecretarialAudit of your Company for the financial year 2016 -17. 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
M/s. Vidya & Co. Chartered Accountants is Internal Auditors of the Company andtheir reports are reviewed 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 2017-18 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
Adetailed analysis of the Company's performance is discussed in the ManagementDiscussion and Analysis Report annexed to this report and forms part of this 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 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 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 itsown shares by employees or by trustees for the benefit of employees. 5. No fraud has beenreported by the Auditors to the Audit Committee or the Board.
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 /- |
| ||(Akash Gupta) |
|Place: Delhi ||Chairman |
|Dated: 30.08.2017 ||DIN 01940481 |