Your Directors are pleased to present the 21st Annual Report together withthe Balance Sheet and Statement of Profit and Loss for the year ended 31stMarch 2019.
FINANCIAL SUMMARY HIGHLIGHTS
The highlights of the performance
| || ||(Amt in Rs.) |
|Particulars ||For the year ended ||For the year ended |
| ||31st March 2019 ||31st March 2018 |
|TOTAL INCOME || || |
|Contract Receipts ||1093411863 ||1077006153 |
|Other Income ||9736586 ||78725095 |
|Total ||1103148449 ||1155731248 |
|TOTAL EXPENDITURE || || |
|Works Cost ||1050283264 ||1066132018 |
|Operations and Other Exp. ||21761130 ||18464235 |
|Depreciation ||14357822 ||14757668 |
|PROFIT/ (LOSS) ||11608018 ||41290161 |
|Tax || || |
|Current Tax ||2500000 ||3700000 |
|Deferred Tax Assets/(Liabilities) ||3303950 ||2063854 |
|Bal. B/f. Prior period Adj. || || |
|BALANCE CARRIED TO BALANCE SHEET ||12660719 ||10413937 |
During the year under review Income from Operations increased to Rs. 1077006153/-from Rs. 1093411863/- in previous year.
The Net Profit after charging interest depreciation tax and deferred tax liabilitystood at Rs. 12660719/-.
The Company is in business of infrastructure and engaged in-construction of highwaysexpressways turnkey projects roads bridges tunnels etc. However your Company isdeploying its resources in the best possible way to increase business volumes and plans toachieve increased turnover in the years to come.
Your Directors do not recommend any dividend for the year under consideration due toinsufficient profit.
TRANSFER TO RESERVES
Your Directors recommend transferring of Rs. 1348361951/- to general reserve forthe financial year 2018-19.
The paid up Equity Share Capital as on 31st March 2019 was Rs. 186553000/- Duringthe year under review the Company has neither issued any shares with differential votingrights nor granted any stock options nor any sweat equity.
The Company had issued 15000000 (One Crore Fifty Lakhs) convertible warrants on apreferential basis to the others i.e. persons/entities not forming part of the Promoters /Promoter Group vide Extra-ordinary General Meeting held on 10th January 2017.
During the financial year 2018 19 the Company had issued and allotted 3800000equityshares to others i.e. persons/ entities not forming part of the Promoters / Promoter Groupat a price of Rs. 16/- on preferential basis in accordance with and in terms of theprovisions of Sections 42 and 62(1)(c) of the Companies Act 2013 read with rules framedthere under SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009 asamended from time to time and other applicable laws.
Cash and cash equivalent as on March 31 2019 was Rs. 38544515/-. The companycontinues to focus on judicious Management of its working capital receivablesinventories and other working capital parameters are kept under strict checked bycontinuing monitoring.
The Company has not accepted any deposits during the year which would be covered underSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014 as amended time to time.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The particulars of loans guarantees investments and securities provided covered underthe provisions of Section 186 of the Act have been disclosed in the Notes to the financialstatements forming part of the Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY
All Related Party Transactions entered into during the Financial Year were in theOrdinary Course of Business and at Arm's Length basis. There were no materiallysignificant Related Party Transactions entered into by the Company within the meaning ofSection 188 of the Companies Act 2013. Hence Form AOC-2 is not applicable to theCompany.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany hence the Company has not constituted Corporate Social Responsibility (CSR)Committee and no amount has been spent on CSR activities.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V of the Listing Regulation is given separatelywhich may be taken as forming a part of this Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an internal control system commensurate with the size of itsoperations. The Internal Auditor monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.
The Company's Internal Auditor's submit quarterly reports which are placed before theAudit Committee. Based on the report significant audit observations and correctiveactions thereon are presented to the Board.
Pursuant to Section 134 (3) (n) of the Companies Act 2013 company has the RiskManagement Plan. The details of risk have been covered in the Management Discussion andAnalysis Report forming part of the Board's report.
WHISTLE BLOWER POLICY/ VIGIL MECHANISM
As per the provisions of Section 177(9) of the Companies Act 2013 (Act') andlisting regulation the Company is required to establish an effective Vigil Mechanism fordirectors and employees to report genuine concerns.
The Company has a Whistle Blower Policy to deal with the instances of fraud andmismanagement. The brief of the policy are explained in the Corporate Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has adopted a policy in line with the provisions of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the rules madethereunder. Internal Complaints Committees have been set up to redress complaints receivedon sexual harassment. There were no cases reported during the financial March 31 2019.
SUBSIDIARIES AND ASSOCIATES
The Company has no subsidiary. Hence the consolidated financial results are notprepared for the year ended 31st March 2019 Disclosure pursuant to Section 197(14) of Companies Act 2013 is not applicable to the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment:
There had been no change in the Board of Directors of the Company during the year.
The Board of Directors of the Company at its meeting held on 29th August2019 has re-appointed Mr. Gulshan Chopra (DIN: 01068051) as Managing Director of theCompany for the period of 3 years liable to retire by rotation w.e.f. 1stApril 2020 subject to approval of Members at the ensuing Annual General Meeting.
A brief resume of Mr. Gulshan Chopra nature of his expertise in specific functionalareas and names of the Companies in which he holds directorships and / or membership /chairmanship of committees of the Board as stipulated under SEBI Listing Regulations isgiven in the Corporate Governance Report forming part of the Annual Report.
Key Managerial Personnel:
There had been no change in Key Managerial Personnel of the Company / no newappointments during the year under review. However Ms. Kajol Oswal tendered herresignation w.e.f. 20th April 2019 as Company Secretary and Ms. AnupkumariRajnarayan Shukla was appointed as Company Secretary & Compliance Officer w.e.f. 29thJuly 2019.
Director Liable to retire by rotation:
In terms of the provisions of Section 152(6) of the Companies Act 2013 Mr. RatanChopra (DIN: 07413782) Director retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for re-appointment. He has confirmed that he isnot disqualified from being appointed as a Director in terms of Section 164 of the Act.The profile of the Directors seeking re-appointment pursuant to the Listing Regulation andCompanies Act 2013 is included in the notice which forms part of this Annual Report.
The Independent Directors hold office for a fixed term of five (5)years and are notliable to retire by rotation.
In terms of Sections 149 and 152 of the Companies Act 2013 it is proposed tore-appoint Mr. Gurpur Ramdas Kamath (DIN: 02234255) Independent Director of the Company.Mr. Gurpur Ramdas Kamathis proposed to be re-appointed for the second consecutive term of5 years i. e. from 1st April 2019 till 31st March 2024.Resolutionfor appointing Mr. Gurpur Ramdas Kamath as Independent Director for second consecutiveterm are recommended for passing by the members of the Company at the ensuing AnnualGeneral Meeting. A brief resume of Mr. Gurpur Ramdas Kamath nature of his expertise inspecific functional areas and names of the Companies in which he holds directorship and /or membership / chairmanship of Committees of the Board as stipulated under SEBI ListingRegulations is given in the Corporate Governance Report forming part of the Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received Declarations of Independence as stipulated under Section 149of the Companies Act 2013 from Independent Directors confirming that they are notdisqualified from appointing/continuing as Independent Director.
The terms and conditions of appointment of the Independent Directors are posted onCompany's website.
During the year ended 31st March 2019 the Board met six times and the gapbetween two Board Meetings did not exceed 120 days. Details of the Board Meeting are givenin the Corporate Governance Report.
COMMITTEE OF THE BOARD
Currently there are four (4) Committees of the Board namely
Nomination and Remuneration Committee
Investors' Grievance Committee / Stakeholders Relationship Committee
The Board decides the terms of reference for these Committees. Minutes of meetings ofthe Committees are placed before the Board for information. The details as to thecomposition terms of reference number of meetings and related attendance etc. of theseCommittees are provided in detail in the Corporate Governance Report which forms a partof this Annual Report.
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations the Boardcarried out an annual evaluation of its own performance the Board has carried out theannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Committees. The criteria applied in the evaluationprocess is explained in the Corporate Governance Report. The Independent Directors at aseparate meeting held on 14th February 2019 evaluated performance ofNon-Independent Directors performance of the Board as a whole and performance of theChairpersons of the Company.
TRAINING IMPARTED TO THE INDEPENDENT DIRECTORS
In compliance with the requirements of SEBI LODR Regulations the Company has put inplace a framework for Directors' Familiarization Programme to familiarize them with theirroles rights and responsibilities as Directors the working of the Company nature of theindustry in which the Company operates business model etc.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements and during the year no reportable material weaknesses in the designor operation were observed.
The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of this report. All the recommendations made by theAudit Committee were accepted by the Board.
COMPANY'S REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committee andpursuant to Listing Regulations and Section 178 of the Companies Act 2013 framed apolicy for selection and appointment of Directors Key Managerial Personnel and fixingtheir remuneration. The brief description of Nomination and Remuneration Policy isprovided in the Corporate Governance Report which forms part of this Annual Report.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief your Directors confirm that: i. in thepreparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any; ii. they have selected such accounting policiesand applied consistently and made judgements and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2019 and of the profit of the Company for the year ended on that date; iii. theyhave taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Act for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities; iv. they have preparedthe annual financial statements on a going concern basis; v. they have laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and were operating effectively. vi. they have devised proper systems toensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
The Directors state that applicable Secretarial Standards i.e. SS-1 relating toMeetings of the Board of Directors' and SS-2 relating to General Meetings'have been duly followed by the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company and its future operations.
M/s Chaturvedi Sohan& Co Chartered Accountants (Firm Registration No111928W) wereappointed as Auditors of the Company for a term of 5 (Five) consecutive years at the20th Annual General Meeting held on 29th September. 2018.
They have confirmed that they are not disqualified from continuing asAuditors of theCompany.
The emphasis remark mentioned in the Auditor's Report during financial year underreview are self-explanatory.
REPORTING OF FRAUDS BY AUDITORS
There were no frauds reported by Auditors under Section 143(12) of the Act.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s DNG & Associates Company Secretaries to undertake the SecretarialAudit of the Company. The Secretarial Audit Report for the financial year 2018 19 formspart as "Annexure- A" to this Report.
SECRETARIAL AUDITOR OBSERVATION:
There is no qualification reservation or adverse opinion of the Secretarial Auditorexcept the Company had filed its audited financial results for the year ended as on 31stMarch 2018 in delay of 15 days due date for which penalty was paid by the Company and theCompany had not approached the exchange for listing of its 2000000 equity shares withintwenty days from the date of allotment i.e. 14/05/2018. The due date for the samecompliance was 3rd June 2018 but it was filed on 4th June 2018. Resulting indelay of One day. The Company could not file the same due to technical error.
COST ACCOUNTING RECORDS:
The provisions of Section 148 of the Companies Act 2013 are not applicable to theCompany and hence the Company does not maintain Cost Accounting records.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information on conservation of energy technology absorption foreign exchange earningsand outgo as required to be disclosed under the Rule 8(3) of the Companies (Accounts)Rules 2014 is annexed hereto and forms part of this Report. (Annexure- B)
Pursuant to the Listing Regulations a Report on Corporate Governance and certificateobtained from the Practicing Company Secretary confirming compliance is formingpart of this Boards' Report.
EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT - 9 is annexedherewith as "Annexure-C". Further the Annual Return of the Company inprescribed Form MGT-7 is available on the website of the Company athttps://www.niraj.co.in
PARTICULARS OF EMPLOYEES
The disclosures required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company are provided "Annexure- D"to this report.
The Statement of particulars of employees under Section 197(12) read with Rule 5 (2)and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is not provided with as during the financial year under review no employee of theCompany was in receipt of remuneration in excess of the limits set out in the said rules.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Changes in nature of business.
2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
3. Material changes and commitments affecting the financial position of the Companybetween end of the financial year and the date of this report.
The relation between the employees' and the management of your Company continue to becordial.
Your Directors wish to place on record the appreciation of the dedicated efforts by theemployees at all levels. The Directors also wish to place on record their word of sincereappreciation to the bankers and financial institutions the investors the vendors thecustomers and all other business associates for their continued support.
| || ||By Order of the Board of Directors |
| || ||For Niraj Cement Structurals Limited |
|Place: Mumbai ||Ratan Krishan Chopra ||Gulshan Vijaykumar Chopra |
|Date: 29th August 2019 ||Whole-Time Director ||Managing Director |
| ||DIN: 07413782 ||DIN: 01068051 |