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Ducon Infratechnologies Ltd.

BSE: 534674 Sector: IT
NSE: DUCON ISIN Code: INE741L01018
BSE 00:00 | 10 Jul 4.10 0.19
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3.99

NSE 00:00 | 10 Jul 4.00 0.15
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OPEN 4.01
PREVIOUS CLOSE 3.91
VOLUME 22376
52-Week high 7.82
52-Week low 2.30
P/E 51.25
Mkt Cap.(Rs cr) 43
Buy Price 4.10
Buy Qty 2911.00
Sell Price 4.10
Sell Qty 5.00
OPEN 4.01
CLOSE 3.91
VOLUME 22376
52-Week high 7.82
52-Week low 2.30
P/E 51.25
Mkt Cap.(Rs cr) 43
Buy Price 4.10
Buy Qty 2911.00
Sell Price 4.10
Sell Qty 5.00

Ducon Infratechnologies Ltd. (DUCON) - Director Report

Company director report

Your Directors are pleased to present the Tenth Annual Report of your Companyfor the period ended March 31 2019.

1. Financial Highlights

(Rs. in Lakhs)
Particulars Year ended 31/03/2019 Year ended 31/03/2018
Gross Income 39511.73 41595.47
Profit Before Interest and Depreciation 1905.95 1132.40
Finance Charges 1015.2 700.60
Profit before Depreciation 890.75 431.84
Provision for Depreciation 71.03 80.78
Net Profit Before Tax 819.72 351.06
Provision for Tax 186.3 117.77
Net Profit After Tax 633.41 233.29
Other Comprehensive Income (0.24) (4.77)
Total Comprehensive Income after Tax 633.17 228.52
Balance of Profit brought forward 1226.52 998.00
Income Tax Earlier Year 92.4 (3.89)
Balance available for appropriation 1859.69 1222.63

2. Management Analysis and Discussions

Discussion on financial performance with respect to operational performance

During the year your Company earned total revenues of Rs. 39511.73 lacs compared withRs. 41595.47 lacs during the previous year reflecting a growth of (5%) over the previousyear. The profit before tax stood at Rs. 819.72 lacs as compared to Rs. 351.06 lacs in theprevious year. The Company has made a provision of tax totaling to Rs.186.3 lacs and theprofit after tax stood at Rs. 633.17 lacs for the current year. The Operating Profit(earnings before depreciation and interest and tax) to Rs. 1905.95 lacs from Rs.1132.40lacs.

Review of Operations- Engineering Procurement and Construction - EPC and Air PollutionControl Systems - FGD

Flue-gas desulfurization (FGD) is a set of technologies used to removesulfur dioxide (SO2) from exhaust flue gases of fossil-fuel power plants andfrom the emissions of other sulfur oxide emitting processes. This process is carried outduring combustion in fossil fuel power plants such as coal and oil fired combustion units.When coal or oil is burned to produce energy about 95 percent or more of the sulfur isgenerally converted to sulfur dioxide (SO) under standard temperature conditions.

The Technology

FGD can be characterized into wet & spray dry scrubbing wet sulfuric acid processSNOX flue gas desulfurization and dry sorbent injection system based on methods ofdesulfurization. Most FGD systems employ two stages: one for fly ash removal and the otherfor SO removal. In wet scrubbing systems the flue gas normally passes first through a flyash removal device either an electrostatic precipitator or a baghouse and then into theSO2-absorber. However in dry injection or spray drying operations the SO2is first reacted with the lime and then the flue gas passes through a particulate controldevice. Another important design consideration associated with wet FGD systems is that theflue gas exiting the absorber is saturated with water and still contains some SO. Thesegases are highly corrosive to any downstream equipment such as fans ducts and stacks. Twomethods that may minimize corrosion are: (1) reheating the gases to above their dew pointor (2) using materials of construction and designs that allow equipment to withstand thecorrosive conditions. Both alternatives are expensive. Engineers determine which method touse on a site-by-site basis. Wet FGD systems are widely used in comparison to dry FGD andare expected to maintain dominance over the forecast period owing to high efficiency andlow maintenance.

Applications

Application segments of flue 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-fired 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 filter 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

Geography

Flue gas desulfurization market has witnessed a significant growth in recent years dueto stringent government policies relating to emissions of harmful gases in theenvironment. The global flue gas desulphurization (FGD) market is forecast to grow from$9.6 billion in 2018 to $12 billion by 2024 exhibiting a CAGR of over 4% during2019-2024 owing to the enforcement of various federal laws and regulations that mandateSOx emitting industries to install air quality control equipment in their plants.

Regionally Asia-Pacific is expected to exhibit the fastest growth in the global fluegas desulphurization market during the forecast period on the back of the increasingdemand for FGD systems from the growing industrial sectors such as cement and metalsmelting in countries like China and India. Moreover alarming pollution levels andstringent laws introduced by the governments to curb pollution in the region are alsoanticipated to aid the Asia-Pacific FGD market growth in coming years.

Key Players

Some of the major companies in global flue gas desulfurization market include AlstomS.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 satisfies 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 five years largely led byunder-construction projects of state and central entities according to a Research byCRISIL.

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 SO2 inthe range of 1500-2000 microgram per cubic metre of flue 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 notification 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.

As per the implementation plan prepared by Central Electricity Authority (CEA) theexisting TPPs are required to comply with the new emission standards by the year 2022.

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 efficiency. DuconFlue Gas Desulfurization systems can also recover up to 90% of oxidized mercury in theflue gas.

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 proprietarytwo-fluid nozzle DRX-25 to atomize feed slurry in the spray reactor. Ducon can alsoprovide a Circulating Reactor Dry FGD System suitable for applications of upto 3% sulfurcoal and by utilizing dry lime it can provide upto 97% SO2 removal efficiency. Duconprovides either bag house filter or Electrostatic Precipitator for duct collectiondownstream. Ducon works with reputable vendors to provide Gas-to-Gas heat exchangersfans controls and reagent handling & feeding systems.

Ducon has the capability to provide a complete global turnkey installations includingeffluent treatment systems.

Milestone Projects

With many firsts in its stride Ducon is rightly regarded as the pioneers of FGD inIndia.

• Ducon has installed India's first Sea water FGD system with 100% of flue gasfor 2 X 250 MW Dahanu Termal Power Station for Reliance Energy Ltd. This unit consistentlyranks among the cleanest as well as the most reliable power generating station in India.This project also disproved the notion that energy production and environmental protectionare mutually exclusive.

• Ducon is also credited with providing India's first Wet limestone FGD system oncoal fired 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 first ever Dual Alkali Scrubber for Sterlite Copper ToothukudiTamilnadu is provided by Ducon

• India's first ever FGD system for Glass Furnace at Saint Gobain GlassSriperumbudur 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 greatsignificance 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 filling 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 filter systems.Course ash / Fly ash collected at Economisor / 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 efficient dense phase conveying system withcapacity as high as 300 TPH and conveying distance in excess of 1500m.

DU-PUMP system

Ducon offers 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

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 fluid and gently slidealong the gradual slope of the slide.

DU-SILO Fluidizer

Ducon provides material extraction systems for flat button and conical bottom silos forusing reverse fludized cones and open- top-slide conveyors. The centre cone is fludizedconstantly 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% ruralelectrification on targeted manner. It also involved improving subtransmission anddistribution infrastructure 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 flagship 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 electrification that is in both rural and urban areas. Under thisscheme the identified poor households will get free electricity connections.

Ducon is executing Rural Electrification under DDUGJY scheme and Urban Electrificationunder IPDS scheme. This is the new segment which Ducon has diversified 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.

Digital and Information Technology

Information Technology prompted and shaped industrial growth and transformed thelifestyle of the citizens. The year under review continues to be the tough one. The yearwitnessed moderate growth in Global demand of IT products reflecting broad pricingpressures government spending constraints from continued fiscal challenges data centerconsolidation enabled by virtualization accelerating cloud adoption and a shift towardlower-cost hardware products. In India although the sentiment continues to be positivedemand on the ground has not picked across product categories. From an IT productsstandpoint the market remains sluggish. Projects essentially driven out of investment ininfrastructure by government and corporates have slowed down and only old projects arebeing executed. Your Company has demonstrated its high adversity quotient and its capacityfor implementing differentiated strategic solutions.

Your company's IT segment currently only deals with network and hardware solutionsmarketing initiatives distribution volume procurement and end to end technical support.Your company remains committed to bring technological expertise and experience in areas ofindustrial infrastructure and digital space. Your company has also decided to selectivelyfocus on areas in online ecommerce in India and abroad. The proposed move to services andplatforms in the IT business is expected to see the Company gain traction in this segmentin future.

With growing dependence on IT thanks to the Internet and mobility uptime of devicesbe it PCs Tablets or Smartphones and enterprise assets like networking devices serversand storage which support them has become critical for running business applications andmaintaining operational efficiencies. User organizations have therefore time and againnecessarily refurbished their IT hardware from a plethora of vendors ending up withproducts from multiple brands. To complicate matters further rapid strides in technologyhave successfully shortened product life cycles and put tremendous strain on partsavailability for maintenance of assets beyond service life. Managing the uptime ofheterogeneous IT hardware is therefore a huge challenge for user companies. Your companyis looking to tap this into a big opportunity and offer single window SLA bound AMCservice for heterogeneous hardware which spans PCs peripherals and enterprise assets.Your Company's investment and engagement over the years has enabled it to develop a strongfoothold catering to Enterprise & Infrastructure projects.

Strengths

The inherent strength of your Company derives from its absolute belief in soundsustainable business practices and an ability to continuously address the diverse needs ofits customers. The strengths have enabled your Company to successfully articulate itsvarious differentiated value propositions in the markets in which it operates. Thestrategic objective of the company is to build a sustainable organization that remainsrelevant to the agenda of the clients while generating profitable growth for theinvestors. In order to do this the company will apply the priorities of 'renew' and 'new'to our own business and cascade it to everything we do.

The Company provides the complete solutions in its EPC and IT segments. The strength ofyour Company is its core technology FGD for which it is known for and ofcourse 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 strategy is to engage with these clients on regular basis. The companyexpands existing client relationships by providing them with a broad set of end-to-endservice offerings and increase the size nature and number of projects they do with them.

Further using the Lean strategies your company has been able to identify the areas ofimprovements re-design the workflows and eliminate the unnecessary elements. The impactis seen in the operational efficiency and reflected 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.

Quality

Your company has a full-fledged QA / QC department headed by an Engineeringprofessional with the rank of Assistant General Manager. Pre-defined SOPs are followed inevery stage of execution of projects. You company continues to strive towards operationaland delivery excellences with a renewed focus on the path of business excellence. CustomerSatisfaction and excellence in quality are key elements for succeeding in this competitivemarket. In order to be able to respond quickly to the customers your Company continueswith various internal initiatives to implement result oriented quality management modelscompete effectively improve organizational flexibility and efficiency streamlineinternal processes across all its entities globally and institutionalize a culture ofcontinuous improvement.

A strong emphasis is based on quality in every aspect of the company's activities. Inline with this philosophy we have designed our quality management program and have definedseveral key parameters for measurement of quality levels to ensure improvement in thequality of the deliverables. Several initiatives have been taken to implement resultoriented quality management models.

In order to be able to respond quickly to the customers your Company continues withvarious internal initiatives to compete effectively improve organizational flexibilityand efficiency streamline internal processes and institutionalize a culture of continuousimprovement. The system comprises well defined organization structure pre-identifiedauthority 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 effective in meeting business objectives. Moving forwardyour company shall continue to further strengthen its processes by adopting best-in-classstandards.

Opportunities and threats

Opportunities

With our experience and expertise we believe that we are strategically placed in ourbusiness segments. Our diversification strategy continues to provide us with new growthopportunities. Similarly the management decision of having suitable business tie up willhelp us to capture maximum opportunities in the recently revived FGD segment. Lookingtowards the future your Company will remain focused on agility innovation andoperational excellence. Focusing on strategic verticals and geographies will also lead toan increase in the list of potential customer base.

Threats:

Competition is the main threat to most EPC companies and in IT sector considering theaggressive pricing by the new entrants changes in technology and markets. Changes ingovernment policy or regulations / legislation etc also brings challenges and treats tothe smooth functioning of the Company. The focus of the Traditional IT service providersis slowly moving towards industry focused business solutions and digital-businessenablement. As companies recognize the critical role of technology as an enabler to theirbusiness the number of in-house technology centres of large enterprises as well as thenumber 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

The Company's objectives and expectations may be forward looking within the meaning ofapplicable laws and regulations. The competition from large international and Indiancompanies is increasing in the domestic market space. Actual results may differ materiallyfrom those expressed. Important factors that could influence the Company's operationsinclude change in government regulations tax laws increased competition economic andpolitical developments.

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 significantly influenced by the organization's successin hiring training and retaining highly skilled Engineering professionals. The marketcontinues to be highly competitive for attracting and retaining Engineering and ITprofessionals & this is compounded by the ever changing constraints around talentmobility primarily on account of regulatory requirements and also the evolving valuepropositions for a range of clients across geographies.

Internal control systems and their adequacy

The Company's well-defined organizational structure documented policy guidelinesdefined authority matrix and internal controls ensure efficiency of operations compliancewith internal policies and applicable laws and regulations as well as protection ofresources.

The Company has the robust Management Information System which is an integral part ofthe control mechanism.The Company has a well-defined delegation of power with authoritylimits for approving revenue as well as expenditure and processing payments. Your Companyhas an effective internal control and risk mitigation system which are constantlyassessed and strengthened with new/revised standards operating procedures. 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 toinfluence 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 effectiveness of the internal control systems andsuggest improvements to strengthen the same.

3. Dividend

With a view to plough back the profits 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 2019.

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 affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report and details of significant andmaterial orders passed by the regulators or courts or tribunals impacting the goingconcern status and company's operations in future

There were no material changes and commitments affecting the financial position of theCompany which has occurred between the end of the financial year of the Company and thedate of the Directors' report.

There are no significant and material orders passed by the Regulators or courts ortribunals impacting the going concern status and company's operations in future exceptfor the order passed by National Company Law Tribunal Mumbai Bench on March 15 2018 forapproving the Scheme of Arrangement for the Demerger under Sections 230 to 232 of theCompanies Act 2013 between Ducon Technologies (India) Private Limited(Demerged Company)& Ducon Infratechnologies Limited (Formerly Known as Dynacons Technologies Limited)(Resulting Company) & their respective shareholders and creditors. The Companyannounced April 26 2018 as effective date for the said Scheme.

The Company had allotted 26252017 equity shares pursuant to the Scheme ofAmalgamation between Ducon Infratechnologies Limited and Ducon Technologies (I) PrivateLimited and Trading approval for the same had been received from National Stock Exchangeof India Limited and bSe Limited on July 23 2018.

Mr. Arun Govil had invoked 2064324 shares from June 202019 to June 272019 and hisshareholding as on the date of Directors Report is 71378245 shares i.e. 68.19% of thetotal share capital of the Company.

Mr. Viren Shah resigned from the post of Non-Executive & Independent Director ofthe Company w.e.f. 13.08.2019 and simultaneously from the post of Chairman of Nomination& Remuneration Committee Stakeholders Relationship Committee and Risk ManagementCommittee and as a member of Audit Committee.

7. Details of Holding/Subsidiary/Joint Ventures/Associate Companies:

The Company has a wholly-owned subsidiary at USA named "Ducon Combustion EquipmentInc." as on 31.03.2019. The same was incorporated on 04th December 2017at Newyork USA with the objects to sell diversified combustion and power products.

8. Explanation or comments on Qualifications 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 2019 does not contain any qualifications reservationsor adverse remarks. However the auditors have given observation/emphasis on matter thedetails of which are provided below alongwith management's reply:

Emphasis on Matter

The Company has made investments in equity shares of a private limited companyaggregating to Rs. 500.00 lakhs as on March 31 2019 reported under Investments inNon-Current Assets. The investments are to be measured at fair value in the statement offinancial position as per requirements of Indian Accounting Standard 109. However themanagement is of the opinion that since the audited financials of the private limitedcompany is not finalized as on the date of audit and also keeping in view their long termbusiness synergy and potential it has been decided to value such investments at cost ason the year ended March 312019.

Board's Response: The Board is of the opinion that since the audited financials of theprivate limited company is not finalized as on the date of audit and also keeping in viewtheir long term business synergy and potential it has been decided to value suchinvestments at cost as on the year ended March 312019.

The Secretarial Audit report does not contain any qualification reservation or adverseremark however contains the following observation from Secretarial Auditor

The Company had during the Board Meeting held on May 30 2019 approved Auditedfinancial results for the year ended on March 31 2019 and identified that the provisionsof Section 135 of the Companies Act 2013 for Corporate Social Responsibility(CSR) areapplicable to the Company from F.Y.2018-19.The Board had informed that they have takensteps to comply with the provisions of Companies Act2013 and rules framed thereunder byforming CSR Committee and framing CSR policy initiatives have been taken for projectidentification for spending the amount for CSR Activities.

Board's Response: The Board has taken steps to comply with the provisions of CompaniesAct 2013 and rules framed thereunder by forming CSR Committee and framing CSR policy andinitiatives have been taken for project identification for spending the amount for CSRActivities.

9. 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 commission andreimbursement of expenses if any incurred by them for the purpose of attending meetingsof the Company.

Mr. Arun Govil Managing Director retires by rotation and being eligible has offeredhimself for re-appointment. The Board recommends the resolutions for your approval for theabove appointment.

The Board of Directors re-appointed Mr. Arun Govil as Managing Director for a furtherperiod of Three years with effect from September 30 2019 subject to approval of membersat the ensuing 10th AGM.

The above appointment/re-appointment by the Board of Directors are based on therecommendation of the Nomination and Remuneration Committee. The resolutions foraforementioned appointment/re-appointment and for payment of remuneration to ManagingDirector together with requisite disclosures are set out in the Notice of the ensuing 10thAGM. The Board recommends all the resolutions for your approval.

Mr. Viren Shah resigned from the post of Non-Executive & Independent Director ofthe Company w.e.f. 13.08.2019 and simultaneously from the post of Chairman of Nomination& Remuneration Committee Stakeholders Relationship Committee and Risk ManagementCommittee and as a member of Audit Committee.

Pursuant to the provisions of Section 203 of the Act there has been no change in thekey managerial personnel during the year.

10. Auditors

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 fiveconsecutive years at the AGM held in the year 2017. The Companies (Amendment) Act 2017has waived the requirement for ratification of the appointment of auditor by theshareholders at every Annual General Meeting with effect 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 onSeptember 29 2017.

Auditors have confirmed that they are not disqualified to act as Auditors and areeligible to hold office as Auditors of your Company. They have also confirmed that theyhold a valid peer review certificate as prescribed under Listing Regulations.

Auditors Report

The Auditors' Report does not contain any qualification. However the auditors havegiven observation/emphasis on matter the details of which are provided in Point no. 8 ofDirectors Report. Notes to Accounts and Auditors remarks in their report areself-explanatory and do not call for any further comments.

11. Scheme of Arrangement

During the year under review National Company Law Tribunal Mumbai Bench on March 152018 had passed an order for approving the Scheme of Arrangement for the Demerger underSections 230 to 232 of the Companies Act 2013 between Ducon Technologies (India) PrivateLimited(Demerged Company) & Ducon Infratechnologies Limited (Formerly Known asDynacons Technologies Limited) (Resulting Company) & their respective shareholders andcreditors. The Company announced April 26 2018 as effective date for the said Scheme.

The Company had allotted 26252017 equity shares pursuant to the Scheme ofAmalgamation between Ducon Infratechnologies Limited and Ducon Technologies (I) PrivateLimited and rading approval for the same had been received from National Stock Exchange ofIndia Limited and bSe Limited on July 23 2018.

12. 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' Certificate regarding compliance of conditions of CorporateGovernance forms part of the Annual Report.

13. Code of Conduct For Directors And Senior Management

The Directors and members of Senior Management have affirmed compliance with the Codeof Conduct for Directors and Senior Management of the Company. The copies of Code ofConduct as applicable to the Executive Directors (including Senior Management of theCompany) and Non-Executive Directors are uploaded on the website of the Company -www.duconinfra.co.in.

14. 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.

15. 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 specified under the said rules.

16. Documents Placed on the Website

The following documents have been placed on the website in compliance with the Act

• Financial 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.

• Latest Announcements

• Annual Reports

• Shareholding Pattern

• Code of Conduct

• Corporate Governance

• Nomination and Remuneration Policy

17. Human Resource Management (Material developments in Human resources/IndustrialRelations front including number of people employed)

Your Company has HR policy that elaborates on each aspect of human resource managementincluding recruitment employee development & training staff welfare administrationservices & recreation events. Your Company's core strength is its people. To bring inmore business focus and total ownership your Company's business organizational structurehas been redesigned. This is expected to allow better growth and reward opportunities fortalent while simultaneously delivering better value to shareholders. The Company offers agrowth environment along with monetary benefits in line with industry standards. TheCompany has a number of employee initiatives to attract retain and develop talent in theorganization.

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 effort to bring about measurable change in training coverage andeffectiveness increasing the Leadership and Development opportunities for every staffmember.

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.

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.

18. Fixed Deposits

Your Company has not accepted any fixed deposits and as such no amount of principalor interest was outstanding as on the date of the Balance Sheet.

19. 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 confirm that:

i) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with no material departures;

ii) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit of the Company for that period;

iii) The Directors had taken proper and sufficient care to the best of their knowledgeand ability 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;

iv) The Directors had prepared the annual accounts on a going concern basis; and

v) The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

20. Share Capital

The paid up Equity Share Capital as on 31st March 2018 was Rs.78423100divided into 78423100 Equity shares of Re.1/- each which has increased to Rs.104675117 divided into 104675117 Equity shares of Re.1/- each as on 31stMarch 2019 since the Company had allotted 26252017 equity shares pursuant to theScheme of Amalgamation between Ducon Infratechnologies Limited and Ducon Technologies (I)Private Limited and Trading approval for the same had been received from National StockExchange of India Limited and bSe Limited on July 23 2018.

21. Shares

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 has granted 1568462 Employee Stock Optionsexercisable into equity shares on July 10 2017 by passing Special Resolution throughpostal ballot however no ESOP were allotted by the Company till date.

22. 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.

23. Number of Meetings of the Board

During the year Six Board Meetings were held. The details of the Board and variousCommittee meetings are given in the Corporate Governance Report.

24. 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 sub-section (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 affect their status asindependent director during the year.

25. 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.

26. Composition of Audit Committee

The Audit Committee which comprises of three directors namely Mr. Harish Shetty *Mr.Viren Shah and Ms. Ratna Jhaveri.

Note:*Mr. Viren Shah resigned from the post of Non-Executive & IndependentDirector of the Company w.e.f. 13.08.2019 and simultaneously from the post of Chairman ofNomination & Remuneration Committee Stakeholders Relationship Committee and RiskManagement Committee and as a member of Audit Committee.

27. 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 identified 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.

28. Vigil Mechanism

Your Company has established a mechanism called 'Vigil Mechanism' for directors andemployees to report the unethical behavior actual or suspected fraud or violation of theCompany's code of conduct or ethics policy and provides safeguards against victimizationof employees who avail the mechanism. The Vigil Mechanism Policy has been uploaded on thewebsite of the Company at www.duconinfra.co.in.

29. 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 Financial Year 2018-19 is annexedto this report as Annexure-V.

30. Credit Rating

Your Directors have pleasure to inform that Care had carried out a credit ratingassessment of the Company both for short term and long term bank facilities in compliancewith norms implemented by Reserve Bank of India for all banking facilities which enablesthe Company to access banking services at low costs. Care Ratings has assigned B+; Stablerating to our Company for Long Term Bank facilities for a total amount of Rs 57.00 Crore.Care has also assigned A4 rating for the Short term bank facilities of the Company up toRs. 55.00 Crore.

31. 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.

32. Relationship between Directors Inter se

None of the Directors are related to each other within the meaning of the term"relative" as per Section 2(77) of the Act and as per SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.

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 Auditorsfindings are discussed with the process owners and suitable corrective actions taken asper the directions of Audit Committee on an ongoing basis to improve efficiency inoperations. During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall 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 2018-19. The Company provides all theassistance and facilities to the Secretarial Auditor for conducting their audit. Report ofSecretarial Auditors for the F.Y 2018-19 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 Financial 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 notified. 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 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 2019 is as under:

Conservation of Energy: The Company's operations involve low energy consumption.However efforts to conserve and optimize the use of energy through improved operationalmethods and other means will continue.

Technology Absorption: The Technology available and utilized is continuously beingupgraded to improve overall performance and productivity.

Research & Development: Your Company believes that research & developmentis a continuous process for sustained corporate excellence. Our research & developmentactivities help us in product and service improvement effective time management and arefocused to provide unique benefits to our customers. Such methods do not involve anyspecific cost burden to the Company.

Foreign Exchange Earnings : Rs. Nil (previous year Nil)
Foreign Exchange Outgo : Rs. Nil (previous year Nil)

40. Acknowledgements

Your Directors thank the Company's Investors Clients Vendors Bankers Business andvarious governmental as well as regulatory agencies for their continued support andconfidence 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

Chandrashekhar Ganesan Harish Shetty
Director Director
Din no.: 07144708 Din no.: 07144684
Date: August 31 2019
Place: Thane

Annexure III to the Directors' Reports FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arm's length transaction under third provisothereto.

1. Details of contracts or arrangements or transactions not at Arm's length basis.

There were no contracts or arrangements or transactions entered in to during the yearended March 31 2019 which were not at arm's length basis.

2. Details of contracts or arrangements or transactions at Arm's length basis.

There are no material contracts or arrangements or transactions at arm's length basisfor the year ended March 31 2019.

For Ducon Infratechnologies Ltd.

Chandrashekhar Harish Shetty
Director Director
Din no.: 07144708 Din no.: 07144684
Date: August 312019
Place: Thane

ANNEXURE IV to the Directors' Reports

PARTICULARS OF REMUNERATION

(1) The information required under Section 197 of the Act and the Rules madethere-under in respect of employees of the Company is follows:-

(a) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;

Executive Directors Ratio to Median Remuneration
Arun Govil 31.80
Harish Shetty 348.98
Chandrasekhar Ganesan 348.98

(b) The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer Company Secretary or Manager if any in the financial year;

Name of Person % Increase in remuneration
Arun Govil NIL
Harish Shetty 12%
Chandrasekhar Ganesan 12%

(c) The percentage increase in the median remuneration of employees in the financialyear: NIL

(d) The number of permanent employees on the rolls of company: 57

(e) The explanation on the relationship between average increase in remuneration andcompany performance;

On an average employees received an increase of 5%. The increase in remuneration is inline with the market trends. In order to ensure that remuneration reflects companyperformance the performance pay is linked to organization performance.

(f) Comparison of the remuneration of the Key Managerial Personnel against theperformance of the company;

Particulars Rs. In lakhs
Remuneration of Key Managerial Personnel (KMP) during financial year 2018-19 (aggregated) 63.61
Revenue from operations 39425.89
Remuneration (as % of revenue) 0.16%
Profit before tax (PBT) 819.72
Remuneration (as % of PBT) 7.76%

(g) Variations in the market capitalisation of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer in case of listedcompanies and in case of unlisted companies the variations in the net worth of theCompany as at the close of the current financial year and previous financial year;

Particulars Unit As at 31st March 2019 As at 31st March 2018 Variation %
Closing rate of share at BSE ' 12.06 30.10 (60)%
Closing rate of share at NSE ' 12.1 30.20 (60)%
EPS( consolidated) ' 0.60 0.30 100%
Market capitalization Rs./Lakhs 60%
BSE 12561 31402 (60)%
NSE 12561 31402 (60)%
Price Earnings Ratio Ratio
BSE 20 100.30 500%
NSE 20 100.66 500%

(h) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration

The average increase in salaries of employees other than managerial personnel in2018-19 was 13% p.a. Percentage increase in the managerial remuneration for the year was12%

(I) Comparison of each remuneration of the Key Managerial Personnel against theperformance of the Company

Particulars Chief Executive Officer Chief Executive Officer Company Secretary
Rs. /Lakhs Rs./Lakhs Rs./Lakhs
Remuneration Nil 26.33 8.53
Revenue from operations Nil 1386.76 39425.80
Remuneration (as % of revenue) Nil 1.9% 0.023%
Profit before Tax (PBT) Nil 819.72 819.72
Remuneration (as % of PBT) Nil 3.21% 1.04%

(j) The key parameters for any variable component of remuneration availed by thedirectors;

No Variable Component in the Remuneration availed by Directors

(k) The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year;- Not Applicable

(l) Affirmation that the remuneration is as per the remuneration policy of the Company

The Company's remuneration policy is driven by the success and performance of theindividual employees and the Company. Through its compensation package the Companyendeavors to attract retain develop and motivate a high performance staff. The Companyfollows a compensation mix of fixed pay benefits and performance based variable pay.Individual performance pay is determined by business performance and the performance ofthe individuals measured through the annual appraisal process. The Company affirmsremuneration is as per the remuneration policy of the Company.

(2) The statement to the board's report shall include a statement showing the name ofevery employee of the Company-.

who-

(i) if employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than one crore and two lakh rupees ;- NotApplicable to the Company

(ii) if employed for a part of the financial year was in receipt of remuneration forany part of that year at a rate which in the aggregate was not less than eight lakh andfifty thousand rupees per month;- Not Applicable to the Company

(iii) if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.- Not Applicable to theCompany.

For Ducon Infratechnologies Ltd.

Chandrashekhar Ganesan Harish Shetty
Director Director
Din no.: 07144708 Din no.: 07144684
Date: August 31 2019
Place: Thane