Your Directors are pleased to present the 22nd Annual Report together withthe Audited Financial Statements of the Company for the year ended 31st March2020.
FINANCIAL SUMMARY HIGHLIGHTS
The highlights of the performance
(Amt in Rs.)
|Particulars ||For the year ended 31st March 2020 ||For the year ended 31st March 2019 |
|TOTAL INCOME || || |
|Revenue from Operations ||1236274152 ||1093411863 |
|Other Income ||3882592 ||9736586 |
|Total ||1240156744 ||1103148449 |
|TOTAL EXPENDITURE || || |
|Works Cost ||1132021224 ||1050283264 |
|Change in Inventories ||25135081 ||- |
|Employee Benefit Expenses ||10221136 ||8877468 |
|Finance Cost ||2068208 ||2603374 |
|Operations and Other Exp. ||22153939 ||18964516 |
|Depreciation ||14345876 ||14357822 |
|Exceptional Item ||14834097 ||3546012 |
|PROFIT/ (LOSS) ||19377183 ||11608018 |
|Tax || || |
|Current Tax ||3627409 ||2500000 |
|Deferred Tax Assets/(Liabilities) ||- ||3303950 |
|Other Comprehensive Income ||1652983 ||248751 |
|BALANCE CARRIED TO BALANCE SHEET ||17402757 ||12660719 |
During the year under review Income from Operations increased to Rs. 1236274152/-from Rs. 1093411863/- as compare to previous year.
The Net Profit after charging interest depreciation tax and deferred tax liabilitystood at Rs.17402757/-.
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.
GLOBAL HEALTH PANDEMIC FROM COVID-19:
The World Health Organization declared a global pandemic of the Novel Corona virusdisease (COVID-19) in February 2020. Further with a view to prevent and contain thespread of COVID-19 Pandemic the Government of India announced the National Lock-down inMarch 2020. Accordingly to ensure the safety and wellbeing of all employees &stakeholders and in line with various advisories directives and orders issued by LocalMunicipal Corporations/ State Government/ Central Government the Company had temporarilyshutdown its construction activities. In light of order issued by the Ministry of HomeAffairs in April 2020 allowing certain industries including their supply chain tooperate the Company sought necessary permissions/ approvals from the relevant Governmentauthorities for resumption of operations at its Project sites and has resumed itsactivities in phased manner in full compliance with such permissions. The Company hastaken all necessary steps to adhere to the Standard Operating Procedures for socialdistancing and shall continue to work to safeguard the interests of its employees workersand other stakeholders at its construction sites and offices. Further company being ininfrastructure business was allowed to operate hence not affecting its business andfinancials performance.
Your Directors do not recommend any dividend for the year under consideration to beused for future growth of Company.
TRANSFER TO RESERVES
Your Directors recommend transferring of Rs. 17402757/- to general reserve for thefinancial year 2019-20.
The Authorised Share Capital of the Company has been increased from Rs. 260000000(Rupees Twenty Six Crore only) to Rs. 420000000 (Rupees Forty Two Crore only) duringthe financial year 2019-20.The paid up Equity Share
Capital as on 31st March 2020 was Rs. 186553000/-.
During the year under review the Company has neither issued any shares withdifferential voting rights nor granted any stock options nor any sweat equity.
During the year under review the Company had issued 21500000 (Two Crore FifteenLakhs) warrants convertible into 21500000 equity shares of Rs. 10/- each at a premiumof Rs. 6/-each on preferential basis to the Promoters Promoter Group and others inaccordance with and in terms of the provisions of Sections 42 and 62(1)(c) of theCompanies Act 2013 read with rules framed there under SEBI (Issue of Capital andDisclosure Requirements) Regulations 2018 as amended from time to time and otherapplicable laws vide Postal Ballot dated 25th December 2019.
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
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 werenomateriallysignificantRelated Party Transactions entered into by the Company within themeaning of Section 188 of the Companies Act 2013. Hence Form AOC-2 is not applicable tothe Company.
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.
CODE OF CONDUCT
Pursuant to SEBI regulation the declaration signed by the managing director affirmingthe compliance of code of conduct by the directors and senior management personnel for theyear under review is annexed to and forms part of the Corporate Governance 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 is 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 madethere under. Internal Complaints Committees have been set up to redress complaintsreceived on sexual harassment. There were no cases reported during the financial yearended 31st March 2020.
SUBSIDIARIES AND ASSOCIATES
During the year under review the Company did not have any subsidiary and associate andthere were no companies which became or ceased to be the Company's Subsidiary JointVentures or Associate Company. Hence the consolidated financial results are not preparedfor the year ended 31 st March 2020 and accordingly reporting on thehighlights of performance of Subsidiaries and Associates companies and their contributionto the overall performance of the Company during the period under report is not requiredto be made. Also disclosure pursuant to Section 197 (14) of Companies Act 2013 is notapplicable to the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Composition of the Board
Mr. Prabir Ghosh (DIN 01912656) tendered his resignation as the Director of the Companyw.e.f. 18th September 2019. Your Directors place on record his sincereappreciation of the valuable contribution made by her during his tenure as Director of theCompany.
Other than this no Director has been appointed or resigned during the year underconsideration.
Key Managerial Personnel:
Mr. Kajol Oswal tendered her resignation as the Company Secretary and ComplianceOfficer of the Company w.e.f.20 th April 2019 and Mrs. Anupkumari Shukla wasappointed as Company Secretary and Compliance Officer w.e.f. 29th July 2019
Director Liable to retire by rotation:
In terms of the provisions of Section 152(6) of the Companies Act 2013 Mr. GulshanChopra (DIN: 01068051) Managing Director retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers himself for re-appointment.
He has confirmed that he is not disqualified from being appointed as a Director interms of Section 164 of theAct. The profile of the Directors seeking re-appointmentpursuant to the Listing Regulation and Companies Act 2013 is included in the notice whichforms part of this 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 confirmingthat 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 2020 the Board met 10 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 theBoard carried out an annual evaluation of its own performance the Board has carried outthe annual performance evaluation of its own performance the Directors individually aswell as the evaluation of the working of its Committees. The criteria applied in theevaluation process is explained in the Corporate Governance Report. The IndependentDirectors at a separate meeting held on 14th February 2020 evaluatedperformance of Non-Independent Directors performance of the Board as a whole andperformance of the Chairpersons 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 which is available on the Company's website at https://www.niraj.co.in/pdf/nomination-and-remuneration-policy.pdf. The said policy is annexed to thisreport as Annexure A.
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 March2020 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
2020 and of the profit of the Company for the year ended on that date; iii. they havetaken proper and sufficientcare for the maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; iv. they have prepared theannual 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 to ensure compliance with the provisions of allapplicable laws and that such systems were adequate 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 and materialorders passed by the Regulators/Courts which would impact the going concernTherewerenosignificant 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 the 20thAnnual General Meeting held on 29th September 2018.
They have confirmed that they are not disqualified from continuing asAuditors of theCompany.
The observation / remark of the Statutory Auditors in their report areself-explanatory.
REPORTING OF FRAUDS BY AUDITORS
There were no frauds reported by Auditors under Section 143(12) of the Act.
SECRETARIAL AUDIT REPORT
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 2019 20 formspart as "Annexure- B" 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 2019 in delay of 13 days due date for which penalty was paid by the Company.
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- C)
Pursuant to the Listing Regulations a Report on Corporate Governance and certificateobtained from the Practicing Company Secretary confirming compliance is forming partof this Board's Report.
EXTRACT OF THE ANNUAL RETURN
Pursuant to notification issued by Ministry of Corporate Affairs on 28th August 2020the Company is not required to attach the extract of Annual Return with the Directors'Report in Form No. MGT-9. However in terms of the said notification the Annual Return ofthe Company in prescribed Form MGT-7 is available on the website of the Company athttps://www.niraj.co.in.
PARTICULARS OF EMPLOYEES
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.
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 employee's 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.