Your Directors are pleased to present the Twelfth Annual Report of your Companyfor the period ended March 31 2021.
1. Fifinancial Highlights
(Rs. In lakhs)
|Particulars ||Year ended 31/03/2021 ||Year ended 31/03/2020 |
|Gross Income ||34249.70 ||38155.87 |
|Prot Bef ore Interest and Depreciation ||1313.22 ||1238.68 |
|Finance Charges ||1233.38 ||1078.07 |
|Prot bef ore Depreciation ||79.84 ||160.61 |
|Provision for Depreciation ||26.12 ||50.40 |
|Net Prot Bef ore Tax ||53.72 ||110.21 |
|Provision for Tax ||12.17 ||24.45 |
|Net Prot A fter Tax ||41.55 ||85.76 |
|Other Comprehensive Income ||2.17 ||1.27 |
|Total Comprehensive Income after Tax ||43.72 ||84.49 |
|Balance of Prot br ought forward ||1944.18 ||1859.69 |
|Income Tax Earlier Year ||- ||- |
|Balance available for appropriation ||1987.91 ||1944.19 |
2. Management Analysis and Discussions
Discussion on financial performance with respect to operational performance
The total income for the financial year under review was Rs. 34249.70 lacs as againstRs. 38155.87 lacs during the previous year reec ting a reduction of 11.40% over theprevious year. However the Operating Prot (earnings before depreciation and interest andtax) increased from Rs. 1238.68 lacs to Rs. 1313.22 lacs. The prot before tax stood at Rs.53.72 lacs as compared to Rs. 110.21 lacs in the previous year. The Company has made aprovision of tax totaling to Rs. 12.17 lacs and the prot after tax stood at Rs. 41.55 lacsfor the current year.
The reduction in growth is the result of the business disruptions caused by Covid-19pandemic. Amid stringent restrictions on mobility and large scale disruptions in supply oflabour the Company demonstrated strong resilience consolidated its capabilities andstayed on course with its strategic objectives. With the bidding for FGD projects of morethan 5000 mw during the year the company hopes to corner some of the projects in theimmediate future.
Review of Operations
ENGINEERING PROCUREMENT AND CONSTRUCTION - EPC
AIR POLLUTION CONTROL SYSTEMS - FGD
Flue-gas desulfurization (FGD) is a set of technologies used to remove sulfurdioxide (SO ) from exhaust ue gases of fossil-fuel power plants and from the emissions ofother sulfur oxide emitting processes. This process is carried out during combustion infossil fuel power plants such as coal and oil r ed combustion units. When coal or oil isburned to produce energy about 95 percent or more of the sulfur is generally converted tosulfur dioxide (SO ) under standard temperature conditions.
FGD can be characterized into wet & spray dry scrubbing wet sulfuric acid processSNOX ue gas desulfurization and dry sorbent injection system based on methods ofdesulfurization. Most FGD systems employ two stages: one for y ash removal and the otherfor SO removal. In wet scrubbing systems the ue gas normally passes rst through a y ashremoval device either an electrostatic precipitator or a baghouse and then into the SO-absorber. However in dry injection or spray drying operations the SO is rst reactedwith the lime and then the ue gas passes through a particulate control device. Anotherimportant design consideration associated with wet FGD systems is that the ue gas exitingthe absorber is saturated with water and still contains some SO . These gases are highlycorrosive to any downstream equipment such as fans ducts and stacks. Two methods thatmay minimize corrosion are: (1) reheating the gases to above their dew point or (2) usingmaterials of construction and designs that allow equipment to withstand the corrosiveconditions. Both alternatives are expensive. Engineers determine which method to use on asite-by-site basis. Wet FGD systems are widely used in comparison to dry FGD and areexpected to maintain dominance over the forecast period owing to high e ciency and lowmaintenance.
Application segments of ue gas desulfurization market include new FGD systems andreagents & replacements. Increasing electricity demand in emerging economies such asChina and India owing to rapid industrialization and urbanization is expected to increasethe number of coal-r ed power plants. This in addition to increasing prevalence ofairborne diseases implementation of environmental laws and regulations and growingconcerns over environmental pollution is expected to boost the demand for new FGD systemsin the market. The demand for reagents & replacements was primarily for repair ofparts such as pump impellers nozzles valves and lt er belts among others in establishedFGD systems. The increasing use of reagents such as limestone dibasic acid and sodiumhydroxide is further expected to boost the growth of reagents & replacementsapplication segment in the market. Increasing demand for FGD systems from chemicals powergeneration cement manufacturing iron & steel and many other industries is alsoexpected to fuel the FGD market globally.
Flue gas desulfurization market has witnessed a signicant growth in recent years due tostringent government policies relating to emissions of harmful gases in the environment.The global ue gas desulphurization (FGD) market is forecast to grow from $9.6 billion in2018 to $12 billion by 2024 exhibiting a CAGR of over 4% during 2019-2024 owing to theenforcement of various federal laws and regulations that mandate SOx emitting industriesto install air quality control equipment in their plants.
Regionally Asia-Pacic is expected to exhibit the fastest growth in the global ue gasdesulphurization market during the forecast period on the back of the increasing demandfor FGD systems from the growing industrial sectors such as cement and metal smelting incountries like China and India. Moreover alarming pollution levels and stringent lawsintroduced by the governments to curb pollution in the region are also anticipated to aidthe Asia-Pacic FGD market growth in coming years.
Some of the major companies in global ue gas desulfurization market include Alst omS.A. Babcock & Wilcox Siemens Energy Thermax Ducon Technologies Inc. HamonResearch-Cottrell Mitsubishi Heavy Industries and Marsulex Environmental Technologies.Other companies include China Boqi Chiyoda Corporation Hitachi Power Systems AmericaLtd. Marsulex Environmental Technologies and Lonjing Environment Technology Co. Ltd.
FGD in India
India satises most of her power requirement through thermal power. Thermal powergeneration constitutes about 56.5 per cent of the total installed capacity followed byrenewable energy which is 21.2 per cent. Going forward around 30 GW of coal-basedcapacity is expected to be added over the next v e years largely led by under-constructionprojects of state and central entities according to a Research by CRISIL.
Indian coal is high in ash but is low in sulphur. Indian coal contains sulphur in therange of 0.25 per cent to 0.5 per cent. This range of sulphur content coal produces SO inthe range of 1500-2000 microgram per cubic metre of ue gas (mg/Nm3). However coal isalso imported from Indonesia Australia and South Africa for fuelling thermal powerplants. This imported coal is high in sulphur content while being low in ash.
The government has focused on reduction of emissions from coal-based thermal powerplants in accordance with the Intended Nationally Determined Contributions (INDCs)submitted to the United Nations Framework Convention on Climate Change (UNFCCC) that hascommitted to curb emission intensity of its economy by 30-35 per cent from the 2005 levelby 2030. Accordingly the Ministry of Environment Forest and Climate Change (MoEFCC) hasissued notication no: S.O.3305(E) titled Environmental (Protection) Amendment rules2015 dated 7.12.2015 with the objective of reducing emissions of suspended particulatematter (SPM) SOx NOx and mercury at thermal power plants (TPPs). With the MoEFCC orderit has become compulsory to install Flue Gas Desulphurisation (FGD) system in the existingand upcoming thermal power plants to curb SOx emissions.
Ducon and FGD
Globally Ducon has supplied wet FGD systems on over 20000 MW of combined power plantcapacity. Ducon FGD systems can achieve over 99% sulfur dioxide removal e ciency. DuconFlue Gas Desulfurization systems can also recover up to 90% of oxidized mercury in the uegas.
Depending upon the reagent utilized Ducon can select a packed tower a spray tower ora Ventri-Rod Absorber (VRA ) (a proprietary Environeering unit) for the wet FGDapplication. For Dry Flue Gas Desulfurization systems Ducon uses its proprietary two-uidnozzle DRX-25 to atomize feed slurry in the spray reactor. Ducon can also provide aCirculating Reactor Dry FGD System suitable for applications of upto 3% sulfur coal and byutilizing dry lime it can provide upto 97% SO2 removal e ciency. Ducon provides eitherbag house lt er or Electrostatic Precipitator for duct collection downstream. Ducon workswith reputable vendors to provide Gas-to-Gas heat exchangers fans controls and reagenthandling & feeding systems.
Ducon has the capability to provide a complete global turnkey installations including euent treatment systems.
With many rsts in its stride Ducon is rightly regarded as the pioneers of FGD inIndia.
Ducon has installed India's rst Sea water FGD system with 100% of ue gas for 2X 250 MW DahanuTermal Power Station for Reliance Energy Ltd. This unit consistently ranksamong the cleanest as well as the most reliable power generating station in India. Thisproject also disproved the notion that energy production and environmental protection aremutually exclusive.
Ducon is also credited with providing India's rst Wet limestone FGD system oncoal r ed power plant with production of saleable Gypsum for 2 x 600 MW Udupi ThermalPower Station Karnataka. Today this unit has become benchmark installation for thosedesirous of installing FGD systems in India.
India's rst ever Dual Alkali Scrubber for Sterlite Copper Toothukudi Tamilnaduis provided by Ducon v India's rst ever FGD system for Glass Furnace at Saint GobainGlass Sriperumbudur Tamilnadu is installed by Ducon
DRY BULK MATERIAL HANDLING SYSTEM
The correct storage extraction and the selection of suitable transportation systems isbecoming increasingly important for power plant owners. This is particularly of greatsignicanc e wherever a high service life few to no interruptions high throughputs andthe lowest possible power consumptions are in demand.
Ducon with its technology specializes in the Design supply installation of completeturnkey facilities for Bulk Material Handling and Pneumatic Conveying Systems. Duconsupplies systems to unload store reclaim weigh and sometimes process materials of allkinds of Power Cement Steel Alumina Chemical and Petrochemical industries.
Where there is a product to move Ducon has the product to move it.
Pneumatic Conveying Systems (Lean and Dense Phase)
Mechanical conveying systems
Discharge systems for Silos and Hoppers
Process of Bulk materials (Crushing and Grinding)
Big bag lling and discharge systems
Transhipment systems (Rail Wagon and Tanker Loading and Unloading system)
Ash handling systems for Power Generation Industry
The industry's main applications are the removal of ash from boiler and lt er systems.Course ash / Fly ash collected at Economizer / Air Pre Heater / Duct Hoppers / ESP hoppersis pneumatically conveyed to intermediate silos and to remote silos. Ducon has thecapability and technology to design the most e cient dense phase conveying system withcapacity as high as 300 TPH and conveying distance in excess of 1500m.
Ducon o ers pressure pneumatic conveying system for conveying of various powderymaterial like Cement Clinker dust Sand Coal Alumina Bentonite Fly ash etc. DU-PUMPsystems can operate at higher air to solid rations and it has many advantages likepositive pressure system low velocity less erosion of pipes and bends.
DU-SLIDE Conveyors are used to convey the material from one point to another via air.It is ideal for materials such as Fly Ash Cement Hydrated Lime Alumina Barites andFlour etc. The aeration of the material causes it to act like a uid and gently slide alongthe gradual slope of the slide.
Ducon provides material extraction systems for at butt on and conical bottom silos forusing reverse udiz ed cones and open-top-slide conveyors. The centre cone is udiz edconstantly whereas the radial side conveyors on silo bottom are operated sequentially forsystematic extraction of material from silo.
As an EPC company Ducon has executed multiple Dry Bulk Material Handling systems overthe last One decade. Ducon is also credited with First ever Pipe Conveyor in AluminiumIndustry at Hindalco Industries Limited Mahan Aluminium Singrauli Madhya Pradesh andAditya Aluminium Lapanga Orissa.
RURAL AND URBAN ELECTRIFICATION PROJECTS
In December 2014 Ministry of Power launched the Deen Dayal Gram Jyoti Yojana (DDUGJY)which subsumed RGGVY. The main object of the scheme was to ensure 100% rural electricationon tar geted manner. It also involved improving sub-transmission and distributioninfrastructure in rural areas.
In 2015 the Central Government launched the Integrated Power Distribution Scheme(IPDS) with the objective to provide 24/7 power for all. One of the agship programmes ofthe Ministry of Power IPDS aims at strengthening of sub-transmission network and alsothe metering IT application Customer care services and the completion of the ongoingworks of Restructured Accelerated Power Development and completion of the Reforms Program(RAPDRP).
The new Saubhagya Scheme (Pradhan Mantri Sahaj Bijli Har Ghar Yojana) seeks to ensureuniversal household electrication that is in both rural and urban areas. Under thisscheme the identied poor households will get free electricity connections.
Ducon is executing Rural Electrication under DDUGJY scheme and Urban Electricationunder IPDS scheme. This is the new segment which Ducon has diversied into. The projectsinvolve Construction of new 33 / 11KVA sub-stations Augmentation of 33/11KVAsub-stations New 33 KV lines New 11 KV lines Metering etc. Your company plans toexpand the volume of this segment in future.
The strengths have enabled your Company to successfully articulate its various dierentiated value propositions in the markets in which it operates. The inherent strengthof your Company derives from its absolute belief in sound sustainable business practicesand an ability to continuously address the diverse needs of its customers. The strategicobjective of the company is to build a sustainable organization that remains relevant tothe agenda of the clients while generating protable growth for the investors. In order todo this the company will apply the priorities of renew' and new' to our ownbusiness and cascade it to everything we do.
The Company provides the complete solutions in its EPC segments. The strength of yourCompany is its core technology FGD for which it is known for and of course the EPCsegment of Bulk Material Handling. With many successful installations in place yourcompany has the requisite expertise dedicated group of talented Engineers and otherprofessionals who drive its business and relationships with its business partners andmanage its support functions. Having catered to the needs of the large corporates inIndia your company has been receiving repeat orders over the years and expects it only tomove upwards. The company expands existing client relationships by providing them with abroad set of end-to-end service o erings and increase the size nature and number ofprojects they do with them. The strategy is to engage with these clients on regular basis.
Further using the Lean strategies your company has been able to identify the areas ofimprovements re-design the worko ws and eliminate the unnecessary elements. The impactis seen in the operational e ciency and reec ted in the financials of your company. Webelieve our strong brand robust quality process and our access to skilled talent base atlower costs of providing services places to us in a unique position to take advantage ofthe opportunities available.
You company continues to strive towards operational and delivery excellences with arenewed focus on the path of business excellence. Customer Satisfaction and excellence inquality are key elements for succeeding in this competitive market. Your company has afull-edged QA / QC department headed by an Engineering professional with the rank ofAssistant General Manager. Pre-dened SOPs are followed in every stage of execution ofprojects. In order to be able to respond quickly to the customers your Company continueswith various internal initiatives to implement result oriented quality management modelscompete e ectively improve organizational exibilit y and e ciency streamline internalprocesses across all its entities globally and institutionalize a culture of continuousimprovement.
A strong emphasis is based on quality in every aspect of the company's activities.Several initiatives have been taken to implement result oriented quality managementmodels. In line with this philosophy we have designed our quality management program andhave dened several key parameters for measurement of quality levels to ensure improvementin the quality of the deliverables.
In order to be able to respond quickly to the customers your Company continues withvarious internal initiatives to compete e ectively improve organizational exibilit y ande ciency streamline internal processes and institutionalize a culture of continuousimprovement. The system comprises well dened organization structure pre-identiedauthority levels and documented policy guidelines and manuals for delegation of authority.
Review of key business processes like business planning reporting and communicationhas been done to make them more e ective in meeting business objectives. Moving forwardyour company shall continue to further strengthen its processes by adopting best-in-classstandards.
Opportunities and threats
Our diversication strategy continues to provide us with new growth opportunities. Withour experience and expertise we believe that we are strategically placed in our businesssegments. Similarly the management decision of having suitable business tie up will helpus to capture maximum opportunities in the recently revived FGD segment. Looking towardsthe future your Company will remain focused on agility innovation and operationalexcellence. Focusing on strategic verticals and geographies will also lead to an increasein the list of potential customer base.
Competition is the main threat to most EPC companies considering the aggressivepricing by the new entrants changes in technology and markets. Changes in governmentpolicy or regulations / legislation etc also brings challenges and treats to the smoothfunctioning of the Company. As companies recognize the critical role of technology as anenabler to their business the number of in-house technology centers of large enterprisesas well as the number of new entrants in the market increases.
Since the EPC sector is exposed to high attrition rate due to more opportunitiesavailable in market for the employee retaining existing talent pool and attracting newtalented manpower is a major risk to the Company. The Company has initiated variousmeasures to enhance the retention of employees during the year which includes employeeengagement surveys transparent Performance Management System ESOP etc to maintainemployee-friendly culture in the organization.
Risks and Concerns
Important factors that could inuenc e the Company's operations include change ingovernment regulations tax laws increased competition economic and politicaldevelopments. The Company's objectives and expectations may be forward looking within themeaning of applicable laws and regulations. The competition from large international andIndian companies is increasing in the domestic market space. Actual results may di ermaterially from those expressed.
The productive life of resources is shrinking and the regulatory requirement in theareas of Air Pollution Control is tightening thereby increasing the level of investmentneeded to meet the market requirements. These while provide huge growth opportunities toyour Company also exposes it to increased competition. In the EPC industry the abilityto execute projects build and maintain client partnerships and to achieve forecastedoperating and financial results are signicantly inuenc ed by the organization's success inhiring training and retaining highly skilled Engineering professionals. The marketcontinues to be highly competitive for attracting and retaining Engineering professionals& this is compounded by the ever changing constraints around talent mobility primarilyon account of regulatory requirements and also the evolving value propositions for a rangeof clients across geographies.
Internal control systems and their adequacy
The Company's well-dened organizational structure documented policy guidelines denedauthority matrix and internal controls ensure e ciency of operations compliance withinternal policies and applicable laws and regulations as well as protection of resources.
Your Company has an e ective internal control and risk mitigation system which areconstantly assessed and strengthened with new/revised standards operating procedures. TheCompany has the robust Management Information System which is an integral part of thecontrol mechanism.The Company has a well-dened delegation of power with authority limitsfor approving revenue as well as expenditure and processing payments. The Company'sinternal control system is commensurate with its size scale and complexities of itsoperations. The Company has made the employees responsible for establishing expectationsand seeking feedback at every role that is assigned. The employees have been enabled toinuenc e their network of peers to co-own goals. This has helped enable cross functionalcollaboration and interlock. Employees can give and receive help on their goals by makingthem public and also express their likelihood of reaching their goals. The company has putin place adequate systems of internal control commensurate with its size and the nature ofits business. These systems provide a reasonable assurance in respect of financial andoperational information compliance with both applicable statutes & corporatepolicies and safeguarding of the assets of the company.
Ducon Infratechonologies Limited has an audit committee the details of which have beenprovided in the corporate governance report.The Audit Committee of the Board of Directorsactively reviews the adequacy and e ectiveness of the internal control systems and suggestimprovements to strengthen the same.
With a view to plough back the prots of the Company and keeping in mind the expansionof business activities the Board of Directors consider it prudent and recommend notdeclaring any dividend for the year ended March 31 2021.
4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
The Provisions of Sec.125 (2) of the Companies Act 2013 do not apply as there was nodividend declared and paid last year.
5. Transfer to reserves
The Company has not transferred any amount to reserves.
6. Material changes and commitments if any a ecting the financial position ofthe company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report
There were no material changes and commitments a ecting the financial position of theCompany which has occurred between the end of the financial year of the Company and thedate of the Directors' report. However the following changes took place during thefinancial year under review:
The Company had allotted 57000000 Equity shares of face value Re. 1/- each at anissue price of Rs. 5/- each (including a premium of Rs. 4/- each) and 59634400 Warrantsconvertible into Equity Shares of face value Re. 1/- each at an issue price of Rs. 5/-each (including a premium of Rs. 4/- each) to Mr. Arun Govil (DIN: 01914619) ManagingDirector and Promoter of the Company on preferential basis on 1st February 2021 by wayof conversion of outstanding unsecured loan.
The Company had also allotted 15000000 Equity Shares of face value Re. 1/- each atan issue price of Rs. 5/- each (including a premium of Rs. 4/- each) to Mr. Atul Kumarfalling under public category on preferential basis on 1st February 2021 by way ofconversion of outstanding unsecured loan.
7. Details of signican t and material orders passed by the regulators or courtsor tribunals impacting the going concern status and company's operations in future
No signicant and material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future.
8. Change in nature of Business Activity of the Company:
There was no change in the nature of business activity of the Company.
9. Details of Holding/Subsidiary/Joint Ventures/Associate Companies:
The Company has a wholly-owned subsidiary at USA named "Ducon Combustion EquipmentInc." as on 31.03.2021. The same was incorporated on 4th December 2017 at NewyorkUSA with the objects to sell diversied combustion and power products.
10. Explanation or comments on Qualica tions reservations or adverse remarks made byAuditors and the Practicing
Company Secretary in their Reports:
The Auditors' Report to the members on the Accounts of the Company for the financialyear ended 31st March 2021 does not contain any qualications reservations or adverseremarks.
The Secretarial Audit Report however contains the following observation fromSecretarial Auditor-
The Company had received ne notic e from National Stock Exchange of India Limited (NSE)and BSE Limited on 15th February 2021 for non- compliance with the provisions ofRegulation 17(2A) of SEBI (Listing Obligations and Disclosure Requirements)Regulations2015 pertaining to Non Compliance of Board Meeting quorum requirement for thequarter ended December 2020. The Company had paid Fine of Rs. 10000/- plus GST each at NSEand BSE on 18th February 2021 and 24th February 2021 respectively.
Borad's Response- The Board had taken adequate steps by appointing Mr. Prakash Vaghela(DIN: 07768595) and Mr. Jinesh Shah (DIN:08847375) as Non-Executive Independent Directorsof the Company w.e.f. 12th February 2021.
The Company had spent an amount of Rs. 0.21 lacs/- towards Corporate SocialResponsibility against total obligation to spent Rs. 8.54 lacs and thus the Company has anunspent amount of Rs. 8.33 lacs towards CSR as per the provisions of Companies Act 2013.
Borad's Response- Due to Covid-19 pandemic the Company could not achieve the desiredprot/r esult/could not carry out its business activities at the desired level during theFifinancial 2020-21 and due to which the Company could not make adequate contributiontowards Corporate Social Responsibility.
11. Directors and Key Managerial Personnel
During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees. The boardcomposition changed during the year on account of resignation of existing Directors andappointment of new Directors details for the same are as follow:
Mr. Prakash Vaghela (DIN: 07768595) was appointed as an Additional Independent NonExecutive Director w.e.f. 12.02.2021 and simultaneously as a member of Audit committeeStakeholders Relationship committee & Risk Management Committee and as a Chairman ofNomination & Remuneration committee and Corporate Social Responsibilty committee.
Mr. Jinesh Shah (DIN:08847375) was appointed as an Additional Independent NonExecutive Director w.e.f. 12.02.2021 and simultaneously as a member of Audit committeeNomination & Remuneration committee Stakeholders Relationship committee CorporateSocial Responsibility & Risk Management Committee.
Further the Company has received a notice in writing signifying his intention toappoint Mr. Prakash Vaghela (DIN: 07768595) and Mr. Jinesh Shah (DIN:08847375) as Directorat the ensuing annual General Meeting of the Company to be held on 17th September 2021.
Mr. Harish Shetty (DIN: 07144684) Executive Director of the Company retires byrotation and being eligible has o ered himself for re-appointment. The Board recommendsthe resolution for your approval for the above appointment.
The Board recommends the above appointment/re-appointment for your approval. Furtherthe above appointment/re- appointment of Directors by the Board of Directors are based onrecommendation of Nomination and Remuneration Committee.
Mr. Abhinav Anand (DIN- 07732241) and Mr. Sudatta Subhankar (DIN- 08706538) haveresigned from the post of Independent Director w.e.f 19.11.2020 and 24.11.2020respectively and simultaneously from all the Board committees where they wereChairperson/Member.
Pursuant to the provisions of Section 203 of the Act there has been no change in thekey managerial personnel during the year.
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. Hitesh Shah & Associates Chartered Accountants (ICAI Firm Registration No.107416W) had been appointed as the statutory auditors of the Company for a term of v econsecutive years at the AGM held in the year 2017. The Companies (Amendment) Act 2017has waived the requirement for ratication of the appointment of auditor by theshareholders at every Annual General Meeting with e ect from May 07 2018. Hence theapproval of the members is not being sought for the re-appointment of the Auditors in linewith the resolution passed for their appointment at the 8th AGM held on September 292017.
Auditors have conrmed that they are not disqualied to act as Auditors and are eligibleto hold o ce as Auditors of your Company. They have also conrmed that they hold a validpeer review certicat e as prescribed under Listing Regulations.
Notes to Accounts and Auditors remarks in their report are self-explanatory and do notcall for any further comments. The Auditors' in their report to the members have statedthree"Emphasis of matter" and the response of your Directors on them are asfollows:-
Note i -The management is of the opinion keeping in view their long term businesssynergy and potential it has been decided to value such investments at cost as on theyear ended March 31 2021.
Note ii - The Management wish to highlight that due to the COVID-19 inducedrestrictions on physical movement and strict timelines it may have impact on the futuredevelopments of the Company and due to lockdown the entire audit team of Auditors couldnot visit the o ce of the Company for undertaking the required audit procedures asprescribed under ICAI issued Standards on Auditing including but not limited to:
Inspection Observation examination and verication of the originaldocuments of invoices legal agreements bank accounts statements / loan accountsstatements and les .
Physical verication of Cash including adequate internal controls thereof.
Physical Verication of Property Plant and Equipment Inventories as on March31 2021
Any other processes which required physical presence of the audit team.
13. Corporate Governance
Your Company has always practiced sound corporate governance and takes necessaryactions at appropriate times for meeting stakeholders' expectations while continuing tocomply with the mandatory provisions of corporate governance.
As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the report on Management Discussion and Analysis Corporate Governance as well asthe Statutory Auditors' Certicat e regarding compliance of conditions of CorporateGovernance forms part of the Annual Report.
14. Code of Conduct For Directors And Senior Management
The Directors and members of Senior Management have a rmed compliance with the Code ofConduct for Directors and Senior Management of the Company. The copies of Code of Conductas applicable to the Executive Directors (including Senior Management of the Company) andNon-Executive Directors are uploaded on the website of the Company www.duconinfra.co.in.
15. Familiarization Program for Independent Directors
The Company has practice of conducting familiarization program of the independentdirectors as detailed in the Corporate Governance Report which forms part of the AnnualReport.
16. Particulars of the Employees
The information as required under Section 197 of the Act and rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 made there-under is notapplicable as none of the employees are in receipt of remuneration which exceeds thelimits specied under the said rules.
17. Documents Placed on the Website
The following documents have been placed on the website in compliance with the Act
Fifinancial statements of the Company along with relevant documents.
Details of Vigil mechanism for directors and employees to report genuineconcerns as per proviso to Section 177(10).
The terms and conditions of appointment of independent directors as per ScheduleIV to the act.
Code of Conduct
Nomination and Remuneration Policy
Materiality Policy under Regulation 30 of SEBI(LODR) Regulations 2015
18. Human Resource Management (Material developments in Human resources/IndustrialRelations front including number of people employed)
Your Company encourages regular training and development program. Continuous trainingis imparted in advanced technologies managerial and soft skills for the employees toenhance their skill-sets in alignment with their respective roles. The major thrustcontinues in the e ort to bring about measurable change in training coverage and eectiveness increasing the Leadership and Development opportunities for every sta member.
Your Company's core strength is its people. To bring in more business focus and totalownership your Company's business organizational structure has been redesigned. This isexpected to allow better growth and reward opportunities for talent while simultaneouslydelivering better value to shareholders. Your Company has HR policy that elaborates oneach aspect of human resource management including recruitment employee development &training sta welfare administration services & recreation events. The Company o ersa growth environment along with monetary benets in line with industry standards. TheCompany has a number of employee initiatives to attract retain and develop talent in theorganization.
Employee Retention is a key focus area. The Company has initiated various measures toenhance the retention of employees during the year which includes employee engagementsurveys transparent Performance Management System and connect to maintainemployee-friendly culture in the organization.
Company's people centric focus providing an open work environment fostering continuousimprovement and development helped several employees realize their career aspirationsduring the year. Ducon has continually adopted structures that help attract best externaltalent and promote internal talent to higher roles and responsibilities.
19. Fixed Deposits
Your Company has not accepted any x ed deposits and as such no amount of principal orinterest was outstanding as on the date of the Balance Sheet.
20. Directors Responsibility Statement
Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 the Directors based on the information and representations receivedfrom the operating management conrm that:
a. In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with no 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 a airs of the Company at the end of the financial year and ofthe prot of the Company for that period;
c. The Directors had taken proper and su cient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d. The Directors had prepared the annual accounts on a going concern basis; and
e. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operating eectively.
f. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating e ectively.
21. Share Capital
The paid up Equity Share Capital as on 31st March 2021 is Rs. 176675117 dividedinto 176675117 Equity shares of Re.1/- each.
The following are the details of preferential allotment made during the Fifinancialyear under review:
(I) Preferential Allotment:
(a) The Company had allotted 57000000 Equity shares of face value Re. 1/- each at anissue price of Rs. 5/- each (including a premium of Rs. 4/- each) and 59634400 Warrantsconvertible into Equity Shares of face value Re. 1/- each at an issue price of Rs. 5/-each (including a premium of Rs. 4/- each) to Mr. Arun Govil (DIN: 01914619) ManagingDirector and Promoter of the Company on preferential basis on 1st February 2021 by wayof conversion of outstanding unsecured loan.
(b) The Company had allotted 15000000 Equity Shares of face value Re. 1/- each at anissue price of Rs. 5/- each (including a premium of Rs. 4/- each) to Mr. Atul Kumarfalling under public category on preferential basis on 1st February 2021 by way ofconversion of outstanding unsecured loan.
(II) Purpose of Preferential Allotment & variation/deviation in utilization offund raised through preferential allotment:
The object of Preferential issue was to convert the unsecured loan into Equity Sharesand Warrants convertible into Equity Shares and thereby to reduce the amount ofoutstanding liabilities of the Company and to increase the Equity amount of the Company.There is no deviation/variation in utilization of funds for which it was raised.
a. Buyback of Securities: The Company has not brought back any of the securities duringthe year under review.
b. Sweat Equity: The Company has not issued any sweat equity shares during the yearunder review.
c. Employee Stock Option Plan: The Company had passed Resolution for providing StockOptions to the employees of the Company through postal ballot. However the same is yet tobe implemented for which necessary approvals have been taken from regulatory authoritiesand Exchanges.
23. Board Evaluation
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration Committee.
24. Number of Meetings of the Board
During the year under review nine Board Meetings were held. The details of the Boardand various Committee meetings are given in the Corporate Governance Report.
25. Declaration by an Independent Director(s)
A declaration has been received by an Independent Director(s) that they meet thecriteria of independence as provided in subsection (6) of Section 149 of the CompaniesAct 2013 and SEBI (Listing Obligation & Disclosure Requirements) Regulations 2015.Further there has been no change in the circumstances which may a ect their status asindependent director during the year.
26. Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
Nomination remuneration and compensation committee policy (NRC Committee)
The NRC Committee of the Company shall be formed by the Board of Directors of theCompany out of its Board members. The NRC Committee shall consist of minimum threenon-executive directors out of which two shall be independent directors. The chairpersonof the company may be appointed as a member of the NRC Committee but shall not chair theNRC Committee. The Chairman of the NRC Committee shall be an independent director. Nomember of the NRC Committee shall have a relationship that may interfere with hisindependence from management and the Company or with the exercise of his duties as a NRCcommittee member. The NRC Committee may invite such of the executives of the Company asit considers appropriate (and particularly the Managing Director) to be present at themeetings of the NRC committee but on occasions it may also meet without the presence ofany executives of the company. The Company Secretary shall act as the secretary to the NRCCommittee.
27. Composition of Audit Committee
The Audit Committee which comprises of Four directors namely Ms. Ratna Jhaveri Mr.Harish Shetty # Mr. Prakash Vaghela $ Mr. Jinesh Shah ^Mr. Abhinav Anand and @ Mr.Sudatta Subhankar.
# Mr. Prakash Vaghela (DIN: 07768595) was appointed as an Additional Independent NonExecutive Director w.e.f. 12.02.2021 and simultaneously as a member of Audit committeeStakeholders Relationship committee & Risk Management Committee and as a Chairman ofNomination & Remuneration committee and Corporate Social Responsibilty committee.
$ Mr. Jinesh Shah (DIN:08847375) was appointed as an Additional Independent NonExecutive Director w.e.f. 12.02.2021 and simultaneously as a member of Audit committeeNomination & Remuneration committee Stakeholders Relationship committee CorporateSocial Responsibility & Risk Management Committee.
^ Mr. Abhinav Anand had resigned from the post of Independent Director w.e.f.19.11.2020 and simultaneously resigned as a member of Audit Committee StakeholdersRelationship Committee Nomination & Remuneration Committee Risk Management Committeeand as a Chairman of Corporate & Social Responsibility Committee.
@ Mr. Sudatta Subhankar had resigned from the post of Independent Director w.e.f.24.11.2020 and simultaneously resigned as a member of Audit Committee StakeholdersRelationship Committee Corporate & Social Responsibility Committee and as a Chairmanof Nomination & Remuneration Committee and Risk Management Committee.
28. Risk Management
Risks are events situations or circumstances which may lead to negative consequenceson the Company's businesses. Risk management is a structured approach to manageuncertainty. As a formal roll-out all business divisions and corporate functions willembrace Risk Management Policy and Guidelines and make use of these in their decisionmaking. Key business risks and their mitigation are considered in the annual/strategicbusiness plans and in periodic management reviews. The risk management process in ourmulti-business multi-site operations over the period of time will become embedded intothe Company's business systems and processes such that our responses to risks remaincurrent and dynamic.
The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identied by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis. For detailsplease refer to the Management Discussion and Analysis report which form part of the BoardReport.
29. Vigil Mechanism
Your Company has established a mechanism called Vigil Mechanism' for directorsand employees to report the unethical behavior actual or suspected fraud or violation ofthe Company's code of conduct or ethics policy and provides safeguards againstvictimization of employees who avail the mechanism. The Vigil Mechanism Policy has beenuploaded on the website of the Company at www.duconinfra.co.in.
30. Corporate Social Responsibility
The Company has constituted a Corporate Social Responsibility Committee as per Section135(1) of the Companies Act 2013. The composition of CSR Committee and terms of referenceare provided in Corporate Governance Report. The CSR policy is uploaded on the Company'swebsite at www.duconinfra.co.in. The CSR Report for the Fifinancial Year 2020-2021 isannexed to this report as Annexure-V.
The Company had spent an amount of Rs. 0.21 lacs/- towards Corporate SocialResponsibility contribution against total obligation to spent Rs. 8.54 lacs and thus theCompany has an unspent amount of Rs. 8.33 lacs towards CSR as per the provisions ofCompanies Act 2013. Due to Covid-19 pandemic the Company could not achieve the desiredprot/r esult/could not carry out its business activities at the desired level during theFifinancial 2020-21 and due to which the Company could not make adequate contributiontowards Corporate Social Responsibility.
31. Credit Rating
Acuite Ratings had done the rating of the Company and had assigned D; Stable rating tothe Company for Long Term Bank facilities for a total amount of Rs 57.00 Crore. Currentlythe company is in the process of obtaining new rating for all the Bank facilities.
32. Particulars of Remuneration
The information required under Section 197 of the Act and the Rules made there-underin respect of employees of the Company is given under Annexure IV.
33. Internal Audit & Controls
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business and size and complexity of its operations. Internal Auditorsndings are discussed with the process owners and suitable corrective actions taken as perthe directions of Audit Committee on an ongoing basis to improve e ciency in operations.During the year the Company continued to implement their suggestions and recommendationsto improve the control environment. Their scope of work includes review of processes forsafeguarding the assets of the Company review of operational e ciency e ectiveness ofsystems and processes and assessing the internal control strengths in all areas.
34. Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return inMGT-9 as a part of this Annual Report as Annexure-I. The same is also available on thewebsite of the company at the web link http://duconinfra.co.in/investors/
35. Secretarial Audit Report
Pursuant to Section 204 of the Companies Act 2013 the Company had appointed Mr.Gaurang Shah Practicing Company Secretary as its Secretarial Auditor to conduct theSecretarial Audit of the Company for the F.Y 2020-2021. The Company provides all theassistance and facilities to the Secretarial Auditor for conducting their audit. Report ofSecretarial Auditors for the F.Y 2020-2021 in Form MR-3 is annexed to this report asAnnexure-II.
36. Particulars of Loans Guarantees or Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Fifinancial Statements.
37. Particulars of contracts or arrangements with related parties
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of Section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto have beendisclosed in Form No. AOC-2 as Annexure-III.
38. Obligation of Company under the Sexual harassment of women at workplace(Prevention Prohibition and Redressal) Act 2013
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notied . Your Company has adopted a policy for prevention of Sexual Harassment ofWomen at workplace and has set up Committee for implementation of said policy. During theyear the Company has not received any complaint of harassment.
39. Conservation of Energy Technology Absorption Research & Development andForeign Exchange Earnings and Outgo
Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3)the Companies (Accounts) Rules 2014 forming part of Directors' Report for the year ended31st March 2021 is as under:
Conservation of Energy: The Company's operations involve low energy consumption.However e orts to conserve and optimize the use of energy through improved operationalmethods and other means will continue.
Technology Absorption: The Technology available and utilized is continuouslybeing upgraded to improve overall performance and productivity.
Research & Development: Your Company believes that research &development is a continuous process for sustained corporate excellence. Our research &development activities help us in product and service improvement e ective timemanagement and are focused to provide unique benets to our customers. Such methods do notinvolve any specic cost burden to the Company.
Foreign Exchange Earnings : Rs. Nil (previous year Nil)
Foreign Exchange Outgo : Rs. Nil (previous year Nil)
40. Maintenance of cost records
The Company was not required to maintain cost records under section 148 of thecompanies Act 2013.
41. Compliance with Secretarial standards
The Company has complied with Secretarial Standard 1 and Secretarial Standard 2 issuedby the Company Secretaries of India.
42. Report on frauds reported by Auditors under Section 143(12) of the Companies Act2013:
The Auditors have not reported any frauds as required to be mentioned under Section 143(12) of the Companies Act 2013.
Your Directors thank the Company's Investors Clients Vendors Bankers Business andvarious governmental as well as regulatory agencies for their continued support andcondenc e in the management.
Your Directors wish to place on record their deep sense of appreciation of thededicated and sincere services rendered by employees at all levels during the year. YourCompany's consistent growth was made possible by their hard work solidarity cooperationand support.
| ||For and on behalf of the Board of Directors || |
| ||Ducon Infratechnologies Limited || |
| ||Arun Govil ||Harish Shetty |
|Date: 14th August2021 ||Managing Director ||Executive Director & CFO |
|Place: Thane ||DIN: 01914619 ||DIN: 07144684 |