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HEC Infra Projects Ltd.

BSE: 532533 Sector: Infrastructure
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HEC Infra Projects Ltd. (HECPROJECT) - Director Report

Company director report


The Members of

HEC Infra Projects Limited

The Directors have pleasure in presenting the 12th Annual Report of HEC Infra ProjectsLimited for the financial year ended 31st March 2017.

1. Financial Results :

Financial Result of the Company for the year under review along with the figures forthe previous year is as follows:

(Rs in Lakhs)

Particulars 31st March 2017 31st March 2016
Revenue from Operations 8399.7 11595.05
Other Income 84.98 81.08
Total Income 8484.68 11676.13
Profit before Interest Depreciation Extraordinary items & tax 837.04 740.39
Less : Interest 320.66 313.25
Depreciation 31.96 31.92
Extraordinary Items 0.06 1.15
Profit before tax 484.36 394.07
Current Tax 170.00 140.00
Deferred Tax (1.93) (0.95)
Net Profit after tax 316.29 255.02
Add: Balance brought forward from last year 1048.68 818.07
Amount available for Appropriation 1364.97 1073.09
Final Dividend (Proposed) 20.28 20.28
Tax on Dividend 4.13 4.13
Transferred to General Reserve -- --
Balance to be carried forward 1340.56 1048.68
EPS (Basic& Diluted) 15.60 17.01

2. State of Company's Affairs:

The Company has earned revenue from operation of ' 8399.70 Lacs during the year endedon 31st March 2017 as against ' 11595.05Lacs earned during the previous year ended on31st March 2016 with a fall of 27.56% as compared to previous year. The Company has alsoearned other income of ' 84.98 Lacs during the year under review as against ' 81.08 Lacsearned during the previous year with an increase in 4.81% as Compared to previous year.

The Company earned Profit Before Tax (PBT) of ' 484.36Lacs and Profit After Tax (PAT)of ' 316.29Lacs during the year ended on 31st March 2017 as compared to previous yearended on 31st March 2016 ' 394.07Lacs and ' 255.02Lacs respectively showing a rise of22.91% in Profit Before Tax and 24.02% in Profit After Tax (PAT).

During the year under review there was no change in the nature of business of theCompany and there is no material change and/or commitments affecfing the financialposifion of the Company during the period from 31st March 2017 fill the date of thisreport.

3. Dividend:

The Board of Directors of your Company have recommend a dividend at the Rate of 10%(i.e ' 1/- on fully paid up Equity Shares of ' 10/- Each) for the financial year ended on31st March 2017 Subject to approval of Shareholders at the ensuring Annual GeneralMeefing.

4. Deposits:

The Company does not have "Deposits" as contemplated under Chapter V of theCompanies Act 2013. Further the Company has not invited or accepted any such depositsduring the year ended 31stMarch 2017

5. Subsidiary Associate and Join Venture:

During the year under review no company has become or ceased to be subsidiary jointventure or associate of the Company.

6. Particulars of Loans given Investments made Guarantees given and Securitiesprovided:

The Loans investments made by the Company are disclosed in the Balance Sheet. NoGuarantee or Security has been provided for the loans availed by others.

7. Conservation of energy technology absorption foreign exchange earnings and outgo:

Particulars relating to conservation of energy and technology absorption stipulated inthe Companies (Accounts)2014 are not applicable to HEC Infra Projects Limited ("thecompany") and the Company does not have any foreign exchange earnings andexpenditure. The Company operations are mainly of Service provider and hence theseparticulars are either nil or not applicable.

8. Director's Responsibility Statement:

As required under the provisions of Section 134 (5) of the Companies Act 2013 yourDirectors confirm that:

(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;

(ii) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the Profitof the Company for the period under review;

(iii) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) They have prepared the annual accounts on a 'going concern' basis;

(v) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operafing effecfively.

(vi) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operafing effecfively.

9. Particulars of Employees:

During the year under review there was no employee who has drawn remuneration inexcess of the limits set out under Section 197 (12) of the Companies Act 2013 read withRule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Disclosure pertaining to Remuneration and other details as required under Section 197(12) of the Act read with Rule 5of the Companies (Appointment and Remuneration ofManagerial personnel) Rule

2014 is attached as Annexure- A.

10. Directors and Key Managerial Personnel:

During the year under review the members regularized the appointment of Mr. Asit R.Shah and Mr. Sachin K. Kansal as an Independent Director. Other than this there was noappointment or resignation of Directors; hence the constitution of the Board of directorsremains same.

In accordance with the provision of Section 152(6) of the Companies Act 2013 andArticles of Association of the Company Mr. Gaurang Shah Managing Director of yourCompany retires by rotation at the ensuing Annual General Meeting and being eligible haveoffered himself for re-appointment.A brief Resume of Mr. Gaurang Shah is attached with theNotice of Annual General Meeting.

Mrs. Hema Lakhmichand Advani Company Secretary was resigned on 30th July 2016 and onthe same date Ms. Jeel Hareshbhai Patel has been appointed as a Company Secretary of theCompany.

11. Extract of Annual Return:

Pursuant to provision of Section 92 (3) of the Companies Act 2013 and read with Rule12 (1) of Companies (Management and administration) Rule 2014 the extract of annualreturn in Form MGT-9 for the Financial Year ended on 31st March 2017 is annexed asAnnexure- B to this Report.

12. Statutory Auditors:

M/s. Parth P. Shah & CO. Chartered Accountant Ahmedabad (FRN: 141540W) had beenappointed as a Statutory Auditor of the Company in the Extraordinary General Meeting heldon 16th December

2015 for a period of five years in terms of provisions of Section 139 of the CompaniesAct 2013 to hold office till the 15th Annual General Meeting of the Company (for thefinancial year 2020) subject to ratification by the members at every Annual GeneralMeeting. The auditor's ratification for the financial year 2017-18 is placed before themembers at the ensuring Annual General Meeting of the Company for the approval.

The Notes on financial statement referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.

13. Secretarial Auditor:

In terms of Section 204 of the Companies Act 2013 the Board of Directors of theCompany has appointed M/s Jalan Alkesh & Associates Practicing Company Secretary asthe Secretarial Auditor of

your Company to conduct Secretarial Audit for the financial year 2016-17. TheSecretarial Audit Report for the financial year ended 31st March 2017 is annexed herewithas an Annexure-C to this Report. The observafions made in the Secretarial Audit Report areself-explanatory and therefore do not call for any further comments under Secfion 134(3)(f) of the Companies Act 2013.

14. Performance Evaluation:

Pursuant to the provisions of Section 134(3)(p) 149(8) and Schedule IV of theCompanies Act 2013 and Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 annual evaluation of the Directors as well as of theAudit Committee Nomination and Remuneration Committee Stakeholders RelationshipCommittee has been carried out.

The performance evaluation of the Independent directors was carried out by the entireBoard and the performance Evaluation of the Board its Chairman and Non-IndependentDirectors was carried out by the Independent Directors.

15. Criteria for selection of candidates for appointment as Directors Key Managerialpersonnel and Senior Management personnel:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The said policy has also been uploaded on the Company's website

16. Details on Internal Financial Controls Related to Financial Statements:

The existing internal financial controls are adequate and commensurate with the naturesize complexity of the Business and the Business Processes followed by the Company.During the year the Company has laid down the framework for ensuring adequate internalcontrols over financial reporting and such Internal Financial Controls have been reviewedby Independent Experts to ensure its effectiveness who have confirmed that such controlsare adequate and operating effectively.

17. Risk Management:

Your company has established a well-defined risk management policy to ensure that riskto the Company's continued existence as a going concern and to its development areidentified and addressed on timely basis. Risk management strategy as approved by theboard of directors is implemented by the company management.

18. Industrial Relation:

During the year under review industrial relations in the Company continued to becordial and peaceful.

19. Number of Board Meeting:

07 (Seven) meeting of the Board of Directors were held during the year. The details ofthe Board Meeting are provided in Corporate Governance Report.

20. Composition of Audit Committee:

Audit Committee currently comprises of Mr. Sachin Kanwarlal Kansal as Chairman of theAudit Committee with other members being Mr. Asit Ramniklal Shah and Mrs. Ritu VinodkumarChaudary. Further details relating to the Audit Committee are provided in the CorporateGovernance Report which forms as an integral part of the Annual Report.

All the recommendations made by Audit Committee were accepted by the Board.

21. Vigil Mechanism/ Whistle Blower Policy:

Pursuant to the provision of Section 177(10) of the Companies Act 2013 and Regulation22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Companyhad established a vigil mechanism/ Whistle Blower Policy for directors and employees toreport concern of unethical behavior actual or suspected fraud or violation of theCompany's code of conduct.

The details of the Whistle Blower Policy are explained in the Corporate GovernanceReport and also posted on the Company's website at

22. Corporate Social Responsibility:

The Company is not covered under the criteria of Section 135 of the Companies Act 2013read with the Companies (Corporate Social Responsibility Policy) Rules 2014 andtherefore it is not mandatory for the Company to have the Corporate Social Responsibility.

23. Declaration by Independent Director:

The Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of Independent as prescribed under the provisions of Section149(6) of the Companies Act 2013 read with the schedules and Rules issued thereunder aswell as Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

24. Particulars of contracts or arrangements with related party:

Information on transactions with related parties pursuant to Section 134(3)(h) of theAct read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure-D inthe prescribed Form AOC-2 and the same forms part of this report. All related partytransactions are placed before the Audit Committee and Board of the Company for review andapproval or Omnibus approval as permitted under law. Transactions with related parties asper requirements of Accounting Standard 18 are disclosed in the notes to accounts annexedto the financial statements. Your Company's Policy on Related Party Transactions asadopted by your Board can be accessed on the Company's website at

25. Credit Rating:

During the year your Company enjoys credit rating of 'CARE BBB' for its Long Termborrowing and 'CARE A3' for its short term borrowing.

26. Segment Reporting:

The Company is engaged in the EPC Electro-Mechanical Project business as an onlyreportable segment in accordance with the Accounting Standard on Segment Reporting AS-17.

27. Significant and material orders passed by the regulators or courts:

There were no significant material orders passed by the Regulators or Courts whichwould impact the going concern status of the Company and its future operations during theyear under review.

28. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of the Annual Report.

29. Corporate Governance Report & Compliance Certificate on Corporate Governance:

Your Company is committed to maintain the highest standards of Corporate Governance.Your Company continues to be compliant with the requirements of Corporate Governance asenshrined in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.AReport on Corporate Governance as stipulated under the Listing Regulations forms part ofthe Annual Report.

Further a certificate from the statutory auditors of the Company regarding complianceof conditions of Corporate Governance as stipulated under SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 is attached as Annexure-E to this report.

30. Policy on prevention of sexual harassment at workplace:

Your Company has always believed in providing a conducive work environment devoid ofdiscrimination and harassment including sexual harassment. The company a well formulatedan Anti-harassment policy. The objective of the policy is to prohibit prevent and addressissues of sexual harassment at the workplace. This policy has striven to prescribe a codeof conduct for the employees have access to the policy documents and are required tostrictly abide by it. The policy covers all employees irrespective of their nature ofemployment and also applicable in respect of all allegations of sexual harassment made byan outsider against an employee. During the year 2016-17 no case of Sexual Harassment wasreported.

31. Investor Education and Protection Fund :

During the year under review no amount was required to be transferred to InvestorEducation and Protection Fund.

32. Policies:

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedformulation of certain policies for the listed companies. All our Policies are availableon our website ( The Board of Directors of theCompany reviews and amends the policy and updated the same on the website of the Companybased on the amendments made in the Act Rules and Regulations.

Name of Policy Brief Description Web Link
Code of Conduct The Company has formulated and adopted code of conduct for the Senior Management and Officers of the Company. investors
Insider Trading Code The Company has adopted the code for Regulate monitor and report trading by insiders & code of fair disclosure of unpublished price sensitive information for the Directors KMP and other designated officers and connected persons of the Company. investors
Risk Management Policy The Company has a structured Risk Management policy. The Risk management policy is designed to safeguard the company from various risks through adequate and timely actions. investors
Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information The Company has adopted the code to protect the interest of a ll the stakeholders investors
Policy for Preservation of Documents The Company has adopted a policy for the preservation of Documents which are in a permanent nature and for some Specific period of time. investors
Policy on Determination of Materiality of Events or information This Policy has been adopted by the Board of Directors to deal with the determination of materiality of events/informati'on and its dissemination to the shareholders. investors
Archival Policy This policy is adopted by the Board of Directors for the Disclosure of events or information on the website of the Company. investors

33 Acknowledgements:

The Board of Directors wish to convey their gratitude and place on record theirappreciation for all the employees at all levels for their hard work solidaritycooperation and dedication during the year. The Board sincerely conveys its appreciationfor its customers shareholders suppliers as well as vendors bankers businessassociates regulatory and government authorities for their continued support.

For and on behalf of Board of Directors
Date: 02/09/2017 Gaurang Shah
Place: Ahmedabad (Chairman & Managing Director)