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Conart Engineers Ltd.

BSE: 522231 Sector: Infrastructure
NSE: N.A. ISIN Code: INE714D01012
BSE 00:00 | 03 Dec 33.80 -1.00






NSE 05:30 | 01 Jan Conart Engineers Ltd
OPEN 36.80
52-Week high 55.70
52-Week low 23.75
P/E 17.42
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 36.80
CLOSE 34.80
52-Week high 55.70
52-Week low 23.75
P/E 17.42
Mkt Cap.(Rs cr) 11
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Conart Engineers Ltd. (CONARTENGINEERS) - Director Report

Company director report

To the Members of


Your Directors have pleasure in presenting forty fifth Annual Report of ConartEngineers Limited along with the Audited Financial Statements for the year ended March 312019.


The Financial Performance for fiscal 2018-2019 is summarized in the following table:

(Rs. In Lacs)
Particulars 2018-2019 2017-2018
Revenue from Operations 3102.86 2251.17
Expenses 2871.87 2067.62
Profit Before Finance Cost Depreciation & Amortization Exp 230.99 183.55
Finance Cost 0.30 4.93
Depreciation & Amortization Exp 49.53 48.77
Profit from operations and Before Tax 181.16 129.85
Other Income 44.85 32.60
Profit before Tax 226.01 162.45
Tax Expenses: (a) Current Tax 58.64 46.20
(b) Deferred Tax 0.18 (3.91)
Profit for the period 167.19 120.16
Net Comprehensive Income 8.35 (9.12)
Profit for the period after Comprehensive Income 175.54 111.03
Paid up Equity Share Capital 314.00 314.00
Earnings Per Share (Rs.) 5.32 3.83


Your Company has maintained profitability levels and margins for the year under review.The Company has incurred a profit of Rs.

175.54 lacs during the year as compared to previous year profit of Rs. 111.04 lacs andan Earning per Shares of Rs. 5.32 for the year under review. The increase in price ofMaterials and Labor continues to marginally affect the profits of your Company. YourCompany is aggressively marketing to increase orders and increase turnover. Your directorsare pursuing various strategies to ensure a promising future.


No amount is transferred to the reserves by the Company.


As on the date of Balance Sheet the Company is debt free in terms of long term loansexcept loan on vehicles.


The Board of Directors are of the opinion that the profit is to be ploughed back andhence do not recommend dividend this year.


Your Company does not have any holding company as defined under the Companies Act2013 as on March 31 2019.


Your Company does not have any material subsidiary associate or joint venture Companyas defined under the SEBI (LODR) Regulations 2015 as on March 31 2019.


The Management Discussion and Analysis Report is appended as Annexure-I to thisReport.


The Board in conjunction with its committees ensures transparency responsibility andaccountability with an aim to create long-term sustainable growth. All Directors areastute professionals coming from varied backgrounds possessing rich experience andexpertise. The Board of Directors (the Board) holds a fiduciary position to promote thesuccess of the Company for the benefit of its members. They are entrusted to directmonitor and guide the Management towards building of such goals and objectives thatguarantees effectiveness and enhancement of shareholder value and fulfils theiraspirations.

Composition of the Board and shares held in their individual names as on 31st March2019

Name of the Director Category No. of Shares held
1. Mr. Jitendra S. Sura Chairman & Managing Director 200921
2. Mr. Jimish J. Sura Executive Director-Finance & CFO 662106
3. Mr. Sunil C. Vakil Independent Director 4000
4. Mr. Chandrakant R. Patel Independent Director 5000
5. Mr. Umed A. Fifadra Independent Director 4000
6. Ms. Pooja J. Sura Non-Executive Director 50000

Changes in the composition of the Board of Directors and other Key Managerial Personnel

During the year 2018-19 under review there is not any changes in the composition ofthe Board of Directors and other Key Managerial Personnel.Tenure of Mr. Sunil Vakil andMr. Chandrakant Patel as Independent Directors are expires in this AGM. On 7th August2019 Mr. Asim Chandra and Ms. Deepti Sharma was appointed as Additional IndependentDirectors. The members are requested to approve their appointment as Directors of thecompany and will appoint them as the Independent Directors of the Company.

The Companies Act 2013 read with relevant Rules made there under facilitates theparticipation of Director in Board / Committee meetings through video conferencing orother audio visual mode. Accordingly the option to participate in the meeting was madeavailable for the Directors except in respect of such meetings and/or items which are notpermitted to be transacted through video conferencing.

Board Meetings held and attendance of Directors during the year 2018-19

Date of Board Meeting Total No. of Directors Total No. of Directors Present
1. 14th May 2018 6 5
2. 29th June 2018 6 6
3. 8th August 2018 6 5
4. 29th October 2018 6 6
5. 7th February 2019 6 6

None of the Directors on the Board is a member in more than 10 Committees and Chairmanin more than 5 committees as specified in Regulation 26(1) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 [the "SEBI (LODR)Regulations 2015"] across all Companies in which he/she is a Director. Thenecessary disclosures regarding Committee positions have been made by the Directors.

Retirement by rotation

In accordance with the provision of Companies Act 2013 and the Articles of Associationof the Company Mr. Jitendra Sura retires by rotation and is eligible for there-appointment. Necessary information for Directors liable to retire by rotation has beenincluded in the notice convening the ensuing AGM and requisite details have been providedin the explanatory statement of the notice. Your directors recommend the said appointment.


Your Company appointed Independent Directors who are renowned people having expertise /experience in their respective field/profession. In compliance with Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of the Listing Regulations all IndependentDirectors have given a declaration that they meet the criteria of independence as providedunder law. None of the

Independent Directors are promoters or related to Promoters. The Non-executiveIndependent Directors have no pecuniary relationship or transactions with the Company intheir personal capacity except for sitting fees drawn by them for attending the meeting ofthe Board and Committee(s) thereof and further do not hold two percent or more of thetotal voting power of the Company.

During the year meeting of Independent Directors was held on 25th March 2019 toreview the performance of the Board as a whole on parameters of effectiveness and toassess the quality quantity and timeliness of flow of information between the managementand the Board. The Independent Directors discussed among other matters the performanceof the Company and risk faced by it the flow of information to the Board competitionstrategy leadership strengths and weaknesses governance compliance Board movementshuman resources matters and performance of executive directors including Chairman.

Familiarisation Programme for Independent Directors

Independent Directors are familiarised with their roles rights and responsibilities inthe Company as well as with the nature of industry and business model of the Companythrough induction programmes at the time of their appointment as Directors and throughpresentations on economy & industry overview key regulatory developments strategyand performance which are made to the Directors from time to time.


The Audit Committee which acts as a link between the management external and internalauditors and the Board of Directors of the Company is responsible for overseeing theCompany's financial reporting process by providing direction to audit function andmonitoring the scope and quality of internal and statutory audits.

The composition of the Committee is in compliance with the provisions of Section 177 ofthe Companies Act 2013 and Regulation

18 SEBI (LODR) Regulations 2015. The Chairperson of the Committee is a Non-ExecutiveIndependent Director.

Composition of Audit Committee of the Company:

Name of Director Category Designation
1. Mr. Sunil Chinubhai Vakil Independent Director Chairman
2. Mr. Chandrakant Revandas Patel Independent Director Member
3. Mr. Umed Amarchand Fifadra Independent Director Member

The Audit Committee also meets the Company's Statutory Auditors to ascertain theirviews on the financial statement. The Committee members meet regularly and make theirrecommendations in accordance with the terms of reference specified by the Board. Suchrecommendations are thoroughly discussed in Board meetings and by and large accepted forimplementation.

Audit Committee Meetings held and attendance of Directors during the year 2018-19

Date of Board Meeting Total No. of Directors Total No. of Directors Present
1. 14th May 2018 3 2
2. 29th June 2018 3 3
3. 8th August 2018 3 3
4. 29th October 2018 3 3
5. 7th February 2019 3 3

The Audit Committee acts in accordance with the broad terms of reference specified bythe Board of Directors in adherence to Section 177 of the Companies Act 2013 (the‘Act'). The scope of activities of the Audit Committee includes the areas laid out inSection 177 of the Act and Part C of Schedule II of SEBI (LODR) Regulations 2015.


The composition of the Committee is in compliance with the provisions of Section 178 ofthe Companies Act 2013 and Regulation 20 SEBI (LODR) Regulations 2015. The Chairman ofthe Committee is a Non-Executive Independent Director.

Composition of Stakeholder's Relationship Committee of the Company:

Name of Director Category Designation
1. Mr. Chandrakant Revandas Patel Independent Director Chairman
2. Mr. Umed Amarchand Fifadra Independent Director Member
3. Mr. Jimish Jitendra Sura Executive Director Member

Ms. Kavaljitkaur Dhillon is Compliance Officer appointed forcomplying with therequirements of the Listing Regulations and requirements of securities laws includingSEBI (Prohibition of Insider Trading) Regulations 2015. The role of Stakeholder'sRelationship Committee includes as specified in Part D of the Schedule II of the SEBI(LODR) Regulations 2015.

Stakeholder's Relationship Committee Meetings held and attendance of Directors duringthe year 2018-19

Date of Board Meeting Total No. of Directors Total No. of Directors Present
1. 14th May 2018 3 2
2. 8thAugust 2018 3 3
3. 29thOctober 2018 3 3
4. 7th February 2019 3 3

M/s. Sharex Dynamic (India) Pvt. Ltd. is the Registrar and Share Transfer Agent of theCompany. The delegated authority is taking measures so that the share transfer formalitiesare attended to atleast once in a fortnight. The Company Secretary is also authorized bythe Board to do all the acts deeds and matters and sign all the documents that may berequired in the matter relating to shares from time to time. No complaint was remainedunattended and pending to be resolved as on March 31 2019.

Status of Investor Complaints /other Correspondence

Subject matter of Correspondence Pending as on 31st March 2018 Received & resolved during the year Pending as on 31st March 2019
Non-receipt of Share Certificates - - -
Non-receipt of Dividend - - -
Non-receipt of Annual Report - - -
Query -Transfer of shares - 1 -
Total complaints - - -


The composition of the Committee is in compliance with the provisions of Section 178 ofthe Companies Act 2013 and Regulation 19 of the of the SEBI (LODR) Regulations 2015. TheChairperson of the Committee is a Non-Executive Independent Director.

Composition of Nomination & Remuneration Committee of the Company:

Name of Director Category Designation
1. Mr. Chandrakant Revandas Patel Independent Director Chairman
2. Mr. Sunil Chinubhai Vakil Independent Director Member
3. Mr. Umed Amarchand Fifadra Independent Director Member

The role of NRC includes the areas laid out in Section 178 of the Act and Part D ofSchedule II of the SEBI (LODR) Regulations 20 15. The Board of Directors onrecommendation of the NRC has adopted a policy for evaluation of the Board itsCommittees.

The details of remuneration paid to all Directors are provided under the head"Disclosures" in this Report. Nomination & Remuneration Policy has beenframed adopted and implemented by the Nomination and Remuneration Committee with broadobjectives for determining and recommending the remuneration of the Directors KMP andSenior Management to the Board. The NRC meeting held on 14th May 2018 during the year2018-19.


Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10) of SEBI(LODR) Regulations 2015 the Board has carried out an annual performance evaluation of itsown performance and that it's statutory committee and that of the individual directors.Independent Directors at their meeting without the participation of the Non-independentDirectors and Management considered / evaluated the Boards' performance Performance ofthe Chairman and other Non-independent Directors. The Board has undergone a formal reviewwhich comprised Board effectiveness and review of materials.


Statutory Auditors

M/s. Pereira & Subramanian Chartered Accountants Mumbai (ICAI Firm RegistrationNo. 112364W) were appointed as Statutory Auditors of the Company pursuant to theprovisions of Section 139(8) and other applicable provisions if any of the CompaniesAct 2013 as amended from time to time or any other law for the time being in force(including any statutory modification or amendment thereto or re-enactment thereof for thetime being in force)till the conclusion of the 49th Annual General Meeting of the Companyto be held in the year 2023 at such remuneration plus applicable Tax out of PocketExpensesin connection with the audit as the Board of Directors of the Company may fix inthis behalf in consultation with the Auditors.

As per the Companies (Amendment) Act 2017 enforced on May 7 2018 by the Ministry ofCorporate Affairs the appointment of Statutory Auditors is not required to be ratified bythe Members at every Annual General Meeting. so the said ratification of Auditors

Secretarial Auditors

During the year Secretarial Audit was carried out by M/s. Sanjay Dholakia &Associates (Membership No. F2655) a firm of Company Secretaries in Practice theSecretarial Auditor of the Company for the financial year 2018-19 Pursuant to theprovisions of Section 204 of the Companies Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The detailed report on the SecretarialAudit is attached as Annexure-V of this Annual Report.


The Issued subscribed and Paid-up Equity Share Capital of Company has remainedunchanged during the year. During the year under review the Company has not issued anysecurities convertible Warrants/Bonds and/or other debtsecurities which has likelyimpact on the Equity of the Company.


During the year under review your Company did not accept any deposits within themeaning of provisions of Chapter V –Acceptance of Deposits by Companies of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 20 14.


Since the Company's net worth does not exceed Rs. 500 crores or Company's turnover doesnot exceed Rs. 1000 crores or the Company's net profit does not exceed Rs. 5 crore forany financial year the provisions of section 135 of the Companies Act 2013 relating toCorporate Social Responsibility activities are not applicable to the Company.


The Company's risk management policy and framework is based on a clear understanding ofvarious risks disciplined risk assessment and measurement procedures and continuousmonitoring. The policies and procedures established for this purpose are continuouslybenchmarked with industry best practices. The Board of Directors has oversight on all therisks assumed by the Company. The Board reviews the level and direction of major riskspertaining to market liquidity operational compliance and capital at risk as part ofrisk profile overview.

The Audit Committee of the Board provides direction to and monitors the quality of theinternal audit function and also monitors compliance with inspection and audit reports ofstatutory and internal auditors of the Company.


Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 the Company has in place a Policy on VigilMechanism/ Whistle Blower and the same has been hosted on the website of the Company. ThisPolicy inter-alia provides a direct access to the Chairman of the Audit Committee. Apolicy enables stakeholders (including Directors and employees) to report unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct.YourCompany hereby affirms that no Director/employee has been denied access to the Chairman ofthe Audit Committee and that no complaints were received during the year.


There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (March 31 2019) and the date of this Report.


There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's operations infuture.


Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197(12) of Companies Act

20 13 and read with Rule 5(1) and (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules

20 17have been annexed as Annexure-II to this report.


As per provision of Section 197 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 particulars of theemployees are required to be annexed in respect of the employees of the Company who werein receipt of total remuneration of Rs. 1.02 Crores perannum or 8.50 Lakh per month.During the financial year

20 18-19 there is no employee drawing remuneration as above.


The Company has formulated a policy on dealing with Related Party Transaction. Thepolicy is placed on the website of the Company. All the transactions entered into withRelated Parties as defined under the Companies Act 2013 Regulation 2(1)(zc) andRegulation 23 of SEBI (LODR) Regulations 2015 during the financial year were in theordinary course of business and on an arm's length basis and do no attract the provisionsof Section 188 of the Companies Act 2013. During the year the Company has not enteredinto any contract / arrangement / transactions with related parties which can beconsidered material in nature. The Related Party Transactions are disclosed in the notesof financial statements for the financial year 2018-19 and the same is furnished in FormAOC-2 and is appended as Annexure-III.


The extract of Annual Return pursuant to the provisions of Section 92 of the Act readwith Rule 12 of the Companies (Management and Administration) Rules 2014 is appended as Annexure-IVto this Report and also placed at the website of the Company at Investors Desk in AnnualReports option on


Details Loans guarantees and Investments covered under the provisions of Section 186of the Companies Act 2013 are given in the notes to financial statements.


In view of the Regulation 15(1) of the Securities and Exchange Board of India (ListingObligation and Disclosure Requirements) Regulations 2015 the provisions related toCorporate Governance as specified in regulations 17 to 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V are not applicableto the Company and hence the same is not given in the Report. However the Companycontinues to adheres the best practices prevailing in Corporate Governance and follows thesame in its true spirit.


Company allotted 140000 equity shares of face value of Rs. 10/- per equity shares atan issue price of Rs. 51.24/- (including security premium of Rs. 41.24) per equity shareto promoters & promoters group of the company on preferential basis. In view of theRegulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the purpose and object of the issue were to increase the promoter's holding and to utilizethe funds so raised for future needs of the company.There was no deviation or variation inthe utilization of the issue proceeds utilized for the purpose for which they were issued.


Your Company has taken appropriate insurance for all assets against foreseeable perils.


The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno amount required to be transferred to Investor Education & Protection Fund.


In accordance with the requirements of the Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations

19 92 the Company has also in place a comprehensive code of conduct for prevention ofinsider trading.


With reference to the provisions of Regulation 3 and 8 of the SEBI (Prohibition oflnsider Trading) Regulations 2018 the Board of Directors of Company has formulated a"Conart Engineers Limited - Code of Practices and Procedure for "Fair Disclosureof Unpublished Price Sensitive lnformation".


The Company has been employing women employees in various cadres. There were noinstances taken place in the Company during the year which are required to be reportedunder Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.


Your Company strive for ‘excellence' by providing customized solutions products& services that best satisfies the requirements of our Customers and continuouslyimprove quality reliability & service with the help of an effective QualityManagement System encompassing all statutory regulatory health safety &environment requirements at our work place.


Your Company's Human Resource agenda remained focused on reinforcing the key thrustareas building an inclusive culture and a strong talent pipeline institutionalisingmission critical capabilities in the organisation driving greater employee engagement andcontinuing to focus on progressive employee relation policies.


The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134(3) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished

(A) Conservation of energy:

Steps taken / impact on conservation of energy with special reference to thefollowing:

(i) Steps taken by the company for utilizing alternate sources of energy includingwaste generated: Nil

(B) Technology absorption:

(i) Efforts in brief made towards technology absorption. Benefits derived as a resultof the above efforts e.g. product improvement cost reduction product developmentimport substitution etc: The Company has not taken any technical know-how from anyone andhence not applicable.

(ii) In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year) following information may be furnished: The Company hasnot imported any technology and hence not applicable.

(iii) Expenditure incurred on Research and Development : Nil

(C ) Foreign exchange earnings and Outgo: (i) Foreign Exchange earnings: Nil (ii)Foreign Exchange outgo: Nil

The Company has used information technology extensively in its operation and iscontinuously upgrading in consonance with the latest technology as per industry standard.


The Company has adequate internal controls and processes in place with respect to itsfinancial statements which provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements. These controls andprocesses are driven through various policies procedures and certifications. Theprocesses and controls are reviewed periodically. The Company has a mechanism of testingthe controls at regular intervals for their operating effectiveness to ascertain thereliability and authenticity of financial information.


Your Company has listed its securities at Bombay Stock Exchange Limited and paid thelisting fees up to 31st March 2020 to the Bombay Stock Exchange on 24th April 2019.


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 financial statements for the year ended March 312019 the applicable Accounting Standards have been followed and there are no materialdepartures.

b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of financial year and of the Profit andLoss of the Company for that period.

c) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

d) The annual financial statements have been prepared on a going concern basis.

e) Proper internal financial controls were followed by the Company and that suchinternal financial controls are adequate and are operating effectively.

f) Proper systems to ensure compliance with the provisions of all applicable laws arein place and that such systems are adequate and operating effectively.

Based on the framework of internal financial control and compliance systems establishedby the Company work performed by internal statutory and Secretarial Auditors andexternal consultant(s) and reviews performed by Management and the relevant BoardCommittees including the Audit Committee the Board is of opinion that the Company'sinternal financial controls were adequate and effective during the financial year 2018-19.


The Company Secretary while preparing the agenda notes on agenda and minutes of themeeting(s) is responsible for and is required to ensure adherence to all applicable lawsand regulations including the Companies Act 2013 read with rules issued thereunderListing Regulations and Secretarial Standards issued by the Institute of CompanySecretaries of India.


The Report given by the Auditors on the financial statements of the Company is part ofthis Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Statutory Auditors in their Report and by Company Secretary inpractice in his Secretarial Audit Report.


The Board wishes to place on record its gratitude to the Company's customersconsultants auditors and various Government authorities for their valuable support andguidance. The Board also places on record its sincere gratitude to all stakeholdersincluding shareholders valued clients architect consultant contractors suppliers andwell-wishers for their goodwill patronage and wholehearted support. The Board alsorecords the concentrated efforts put in and the valuable contribution made by the staff atall levels of your Company and looks forward to their unwavering commitment and teamworkfor the all-round progress of the Company.

As part of the Company's Green Initiative the Company will send documents like Noticeconvening the general meetings Financial Statements Directors' Report etc. to thee-mail address provided by the members.

We therefore appeal to the members who have yet not registered themselves to be apart of the said ‘Green Initiative' and request the members to register their namefor receiving the said documents in electronic mode by sending an email giving theirRegistered Folio Number and/or DP ID/Client ID to the dedicated email address and register their request.

Your Directors are thankful to the shareholders for actively participating in the GreenInitiative and seek your continued support for implementation of the green initiative.

On behalf of the Board Sd/-

Jitendra Shankerlal Sura

Chairman & Managing Director DIN : 00480172

Place : Vadodara

Date : 7th August 2019