Your Directors take pleasure in presenting the 10th Annual Report of your Companytogether with the standalone and consolidated financial statements for the year endedMarch 31 2018.
|1. FINANCIAL HIGHLIGHTS || || || ||Rs in Lakhs |
|Particulars || |
| ||2017-18 ||2016-17 ||2017-18 ||2016-17 |
|Revenue from operations ||72983.03 ||40075.73 ||75164.69 ||44477.83 |
|Other income (net) ||1836.53 ||1339.02 ||1861.10 ||1343.44 |
|Total Income (A) ||74819.56 ||41414.75 ||77025.79 ||45821.27 |
|Total Expenses (B) ||64831.40 ||34990.51 ||66781.07 ||39354.77 |
|Pro_t Before tax (PBT) (A-B) ||9988.16 ||6424.24 ||10244.72 ||6466.50 |
|Less Total Tax Expense ||3551.57 ||2263.26 ||3644.83 ||2305.16 |
|Net Pro_t After Tax (PAT) ||6436.59 ||4160.98 ||6599.89 ||4161.34 |
|Other Comprehensive Income ||(2.89) ||(18.27) ||(3.28) ||(18.55) |
|Total Comprehensive Income ||6433.70 ||4142.71 ||6596.61 ||4142.79 |
|Earnings per share (H10/- each) || || || || |
|a). Basic ||18.45 ||14.45 ||18.78 ||14.41 |
|b). Diluted ||18.45 ||14.45 ||18.78 ||14.41 |
2. COMPANY'S PERFORMANCE REVIEW
The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 12017 pursuant to the notification of Companies (Indian Accounting Standard) Rules 2015issued by the Ministry of Corporate Affairs. Previous years' figures have been restatedand audited accordingly by the Statutory Auditors of the Company namely M/s. Prakash B.Sheth & Co. (Firm Registration No.: 108069W).
During the year under review your Company on Standalone basis has achieved a top-linegrowth of 82.11% over the previous year and achieved a bottom-line growth of 55.30 % overthe previous year. On Consolidated basis the company has achieved a top- line growth of68.99% over the previous year and achieved a bottom-line growth of 59.23 % over theprevious year.
On standalone basis revenue from operations amounted to H72983.03 Lakhs as againstH40075.73 Lakhs in the previous year ended March 31 2017. The Profit before tax amountedto H9988.16 Lakhs as against H6424.24 Lakhs in the previous year.
The Net Profit after Tax for the year amounted to H6436.59 Lakhs as against H4160.98Lakhs in the previous year and the total comprehensive income amounted to H6433.70 Lakhsas against H4142.71 Lakhs in the previous year.
On Consolidated basis the revenue from operations amounted to H75164.69 Lakhs asagainst H44477.83 Lakhs in the previous year ended March 31 2017. The profit before taxamounted to H10244.72 Lakhs as against H6466.50 Lakhs in the previous year ended March31 2017. The Net Profit after Tax for the year amounted to H6599.89 Lakhs as againstH4161.34 Lakhs in the previous year and the total comprehensive income amounted toH6596.61 Lakhs as against H4142.79 Lakhs in the previous year ended March 31 2017.
3. CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of the company during the year underreview.
4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND DATE OF THE REPORT
There are no material changes or commitments affecting the financial position orbusiness activities of the Company between the end of the Financial Year and the date ofthis Report.
Based on the company's performance during the year under review your Directors arepleased to recommend a dividend of H5.00 per equity share of face value of H10/- each(previous year : H2.50 per equity share) aggregating to H180000000 (excluding corporatetax on dividend)
The proposal is subject to the approval of members in the ensuing 10th Annual GeneralMeeting.
Transfer of unclaimed dividend to investor education and protection fund:
Pursuant to the provisions of Section 124 of the Companies Act 2013 and InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (IEPF Rules') (including any statutory modification(s)/re-enactment(s)/amendment(s) thereof for the time being in force) the dividend whichremains unclaimed/ unpaid for a period of seven (7) years from the date of transfer to theunpaid dividend account of the Company is required to be transferred to the InvestorEducation and Protection Fund Authority (IEPF') established under Section 125 of theCompanies Act 2013.
Since the statutory period of seven years has yet not been completed for transfer ofunclaimed and unpaid dividend the provision of Section 125 of the Companies Act 2013does not attract.
The Statement showing unpaid/unclaimed dividend for the Final Dividend 2016-17 isavailable on the website of the company: www. pspprojects.com.
The Shareholders are therefore encouraged to verify their records and claim theirdividends if not claimed.
Dividend Distribution Policy:
SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulationsdated July 8 2016 introduced a new regulation 43A which prescribed that the top fivehundred listed entities based on market capitalization (calculated as on March 31 of everyfinancial year) shall formulate a dividend distribution policy which shall be disclosed intheir annual reports and on their websites.
The amendment further prescribed that the companies other than the top five hundredlisted entities based on market capitalization may disclose their dividend distributionpolicies on a voluntary basis in their annual reports and on their websites.
The Board of Directors of PSP Projects Limited in its meeting held on August 9 2018has adopted a Dividend Distribution Policy with an objective to enable investorspotential investors and analysts to take a view on the likely dividend pay-out by acompany.
The Dividend Distribution Policy of the company is disclosed on voluntary basis in thisreport as Annexure A and the same is also available on the website of the company at(https://www. pspprojects.com/wp-content/uploads/2017/10/Dividend-Distribution-Policy.pdf)
a) Transfer to Reserves
Your Company has not transferred any amount to the reserves during the financial yearunder review.
b) Public Deposits
During the year under review your Company has not accepted any deposits under ChapterV of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 frompublic / members.
7. SHARE CAPITAL INITIAL PUBLIC OFFERING AND OFFER FOR SALE a) Initial Public O_er& O_er for Sale
During the year under review your company came up with an Initial Public Offer (IPO)of 10080000 equity shares of face value of H10 each for cash at a price of H210 perequity share
(including premium of H200 per equity share) aggregating to H21168 lakhs comprising offresh Issue of 7200000 equity shares aggregating to H15120 Lakhs and an Offer for saleof 1584000 equity shares by Mr. Prahaladbhai S. Patel 576000 equity shares by Mrs.Shilpaben P. Patel 288000 equity shares by Ms. Pooja P. Patel and 432000 equityshares by Mr. Sagar P. Patel aggregating to H6048 lakhs.
(b) Change in the capital structure of the Company
As on March 31 2018 there is no change in the authorised share capital of thecompany.
During the year under review your company allotted 7200000 fresh Equity shares ofH10/- each at a premium of H200/- per share by way of Initial Public Offer IPO).Therefore during the year under review the paid up share capital of the companyincreased from H288000000 to H360000000.
Equity shares of the Company are listed at BSE Limited (BSE) and National StockExchange of India Limited (NSE) and are regularly traded on both the exchanges w.e.f. May29 2017.
Further the status of the utilisation of the Proceeds of the IPO and division thereonare as under:-
|Particulars ||Amount (in lakhs) projected utilization of funds as per prospectus ||Amount (in lakhs) of Utilisation of funds till March 31 2018 ||Amount Pending for utilization |
|Funding working capital requirements of our Company ||6300.00 ||6300.00 ||- |
|Funding capital expenditure requirements of our Company ||5200.00 ||4125.28 ||The company expects to utilize bulk of remaining funds in first quarter of FY 2019. |
|General corporate purposes ||2694.84 ||2694.84 ||Pending utilization amounts have been parked into Fixed Deposits with scheduled Banks for the amount of H1074.72 Lakhs. |
|Total Net Proceeds ||14194.84 ||13120.12 || |
As on March 31 2018 99% of the Company's total paid up capital representing35999900 shares are in dematerialized form.
During the year under review your company has not issued any shares with differentialrights or any sweat shares or any shares under Employees Stock Option scheme and hence noinformation for the same has been furnished.
8. SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANIES
As on March 31 2018 your company has:
One Wholly Owned foreign subsidiary PSP Projects INC Texas USA
One Domestic Subsidiary- PSP Projects & Proactive Constructions PrivateLimited which is a joint venture for promotion and development of World Trade Centre atGIFT City Gandhinagar Gujarat. The said project is currently in progress. PSP Projects& Proactive Constructions Private Limited registered a total revenue of H3522.79Lakhs profit before tax of H275.88 Lakhs and profit after tax of H182.62 Lakhs in thefinancial year ended March 31 2018.
One Joint Venture- GDCL & PSP Joint Venture which is constructing MetroTrain Depot cum workshop at Gyaspur for the Metro Rail Project.
The company also has one step down Joint venture viz P & J Builders LLCCalifornia USA
A separate statement containing the salient features of financial statements of allsubsidiaries/JV of the company in the prescribed FORM AOC-1 forms part of the consolidatedfinancial statements in compliance with Section 129(3) and other applicable provisions ifany of the Companies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014.
The said form also highlights the financial performance of each of the subsidiaries andjoint venture included in the consolidated financial statements of the company pursuant toRule 8 (1) of the Companies (Accounts) Rules 2014.
There has been no material change in the nature of the business of the subsidiariesduring the period under review.
The Policy for determining material subsidiaries of the Company is available onCompany's website at: (https://www.pspprojects.com/wp-content/uploads/2017/10/Policy-on-Material-Subsidiary-1.pdf )
The Company does not have any material subsidiary as on March 31 2018.
9. EXTRACT OF ANNUAL RETURN
As per the requirements of Section 92(3) of the Act the extract of annual return isset out as Annexure B in the prescribed Form No. MGT-9 which forms part of this report.
10. COMMITTEES OF THE BOARD
Presently the Board has following committees to assist it in discharging itsresponsibilities: a) Audit Committee b) Nomination and Remuneration committee c)Stakeholder Relationship Committee d) Corporate Social Responsibility Committee e) IPOCommittee* A detailed note on the board and its committees is provided in the CorporateGovernance Report forming part of this Annual Report.
*Note: The IPO Committee has been dissolved after the closure of financial year2017-18.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL a) Directors
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Prahaladbhai S. Patel Chairman & Managing Director of the companyretires by rotation at the ensuing 10th Annual General meeting and being eligible seeksre-appointment. The board recommends his re-appointment.
Independent Directors and Declaration by Independent Directors:
All the Independent Directors of your Company have given a declaration confirming thatthey meet the criteria of independence as laid down under Section 149 of the CompaniesAct 2013 and Regulation 16(b) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
The terms and conditions of appointment of the Independent Directors are placed on thecompany's website at (https://www.pspprojects.com/wp-content/uploads/2017/10/Terms-and-Conditions-for-Independent-Directors.pdf).
Programme for familiarisation of Directors:
The details of the Familiarisation Programme imparted to the Independent Directors ofthe company are placed on the company's website at (https://www.pspprojects.com/wp-content/uploads/2017/10/Details-on-Familirisation-Programme.pdf )
b) Key Managerial Personnel
Ms. Minakshi Tak resigned from the position of Company Secretary and Compliance officerof the company with effect from March 23 2018. The board places on record itsappreciation for the services rendered by Ms. Minakshi Tak during her tenure with thecompany.
Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on March 31 2018 are:
Mr. Prahaladbhai S. Patel Chairman Managing Director & CEO; Mrs. Shilpaben P.Patel WholeTime Director and; Mrs. Hetal Patel Chief Financial Officer.
c) Number of meetings of the board and committees:
During the year under review:
i. Eleven (11) meetings of the board of directors were held; ii. Five (5) meetings ofthe Audit committee were held; iii. One (1) meeting of the Nomination and Remunerationcommittee was held; iv. Three (3) meetings of the Stakeholder relationship committee wereheld; v. One (1) meeting of the Corporate social responsibility committee was held; vi.Four (4) meetings of the IPO committee were held.* For details of the meetings of theboard and committees please refer to the Corporate Governance report which forms part ofthis Annual Report. The intervening gap of the board meetings and audit committee meetingswere within the period as prescribed under the Companies Act 2013.
*Note: The IPO Committee has been dissolved after the closure of financial year2017-18.
12. VIGIL MECHANISM / WHISTLE BLOWER
In terms of section 177(9) & (10) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a Vigil Mechanism forDirectors and employees to report genuine concerns has been established by the Board alongwith whistle blower policy. The Vigil mechanism/Whistle Blower Policy is available on thecompany's website at (https://www.pspprojects.com/wp-content/uploads/2017/10/Whistle-Blower-Policy-2.pdf ).
13. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 with respect to the Directors' Responsibility Statement theDirectors confirm that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the Financial Year and ofthe profit of the company for that period;
c) the directors had 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;
d) that the directors had prepared the annual accounts for the Financial Year endedMarch 31 2018 on a going concern basis;
e) that the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f ) that the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
14. AUDITORS & THEIR REPORTS a) Statutory Auditors
M/s. Prakash B. Sheth & Co. Chartered Accountants Ahmedabad Statutory auditorsof the Company hold office till the conclusion of the ensuing 10th Annual General Meetingof the Company.
The Board has recommended the appointment of M/s. Kantilal Patel & Co. CharteredAccountants Ahmedabad (FRN: 104744W) and M/s. Riddhi P. Sheth & Co. CharteredAccountants Ahmedabad (FRN: 140190W) as the Joint statutory auditors of the Company inthe place of the retiring auditors M/s Prakash B. Sheth & Co. for a term of fiveconsecutive years from the conclusion of the ensuing 10th Annual General Meeting of theCompany till the conclusion of the 15th Annual General Meeting to be held in the year2023 for approval of shareholders of the Company based on the recommendation of theAudit Committee in compliance with the mandatory rotation of auditors as per provisions ofthe Companies Act 2013.
The report of the Statutory Auditor along with Notes to Accounts forms part of thisAnnual report. The Auditors' Report do not contain any qualifications reservations oradverse remarks.
b) Secretarial Auditor:
Your Company engaged Rohit S. Dudhela Practicing Company Secretaries (COP: 7396) asSecretarial Auditor to conduct Secretarial audit for the year 2017-18. The SecretarialAudit Report for the financial year ended March 31 2018 is annexed to this report asAnnexure C.
The Report do not contain any qualifications reservations or adverse remarks.
c) Cost Auditor:
As per section 148 read with Companies (Audit and Auditors) Rules 2014 the board ofdirectors of the company has reappointed M/s. K.V. Melwani & Associates PracticingCost Accountants (FRN: 100497) as the Cost Auditor of the Company for the financial year2018-19 and are seeking ratification of remuneration from the members of company atensuing 10th Annual General Meeting.
15. CORPORATE SOCIAL RESPONSIBILITY
The CSR Committee has been constituted as per the provisions of section 135 of theCompanies Act 2013. The details regarding composition functions scope meetings andattendance of members are included in Corporate Governance Report which forms part of thisAnnual Report.
The annual report on the Corporate Social Responsibility of the company is annexed tothis report as Annexure D.
The CSR Policy has been placed on the website of the company at(https://www.pspprojects.com/wp-content/uploads/2017/09/CSR-Policy-PSP.pdf ).
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant material order passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations. However members attention is drawn to the Statement on Contingent Liabilitiesand commitments in the notes forming part of the Financial Statements.
17. SECRETARIAL STANDARDS
Your company has complied with the applicable Secretarial Standards (SS-1 & SS-2)issued by the Institute of Company Secretaries of India and approved by the CentralGovernment under Section 118(10) of the Companies Act 2013.
18. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as stipulatedunder the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming part of this Annual Report.
19. CORPORATE GOVERNANCE REPORT
The Corporate Governance Report for the year under review as stipulated under the SEBI(Listing Obligations and Disclosure
Requirements) Regulations 2015 is presented in a separate section forming part of thisAnnual Report.
20. CREDIT RATING FOR BANK FACILITIES
During the year under review CARE Ratings Limited- the Credit Rating Agency has givenCredit Rating for Bank Facilities and later based on the growth of the company includingoperational and financial performance the rating was revised from CARE A Stable to CARE APositive as under:
|Facilities ||Amount ||Rating ||Rating Action |
| ||( H in crores) || || |
|Long- ||45.00 ||CARE A; ||Revised from |
|term Bank ||(Enhanced ||Positive [Single ||CARE A; Stable |
|Facilities ||from 8.00) ||A; Outlook: ||[Single A; |
| || ||Positive] ||Outlook: Stable] |
|Long- term/ ||365.00 ||CARE A; ||Revised from |
| ||(Enhanced from 172.00) ||Positive/ CARE ||CARE A; Stable/ |
|Short-term Bank Facilities || ||A1 [Single A; Outlook: Positive A One] ||CARE A1 [Single A; Outlook: Stable A One] |
|Total ||410.00 [Rupees || || |
|Facilities ||Four Hundred and Ten crore only] || || |
21. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
In line with requirement of the Companies Act 2013 your company has formulated aNomination and Remuneration Policy which is available on the Company's website at(https://www.pspprojects.com/wp-content/uploads/2017/10/Policy-of-Nomination-and-Remuneration.pdf )
We affirm that the remuneration paid to the Executive directors of the company is asper the Nomination remuneration policy adopted by the company.
22. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the CompaniesAct 2013 the corporate governance requirements as prescribed by the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and the Guidance Note on BoardEvaluation issued by the Securities and Exchange Board of India on January 5 2017.
The performance of the board and committees was evaluated by the board after seekinginputs from all the directors/ committee members on the basis of criteria such as theboard composition and structure effectiveness of board processes information andfunctioning composition of committees ensuring the integrity of the company's accountingand financial reporting systems independent audit internal audit and risk managementsystems (for Board and Audit Committee) effectiveness of committee meetings etc.
In a separate meeting of independent directors performance of non-independentdirectors and the board as a whole was evaluated taking into account the views ofexecutive directors and non-executive directors.
The Board evaluated the performance of individual directors on the basis of criteriasuch as the contribution of the individual directors to the board and committee meetingslike preparedness on the issues to be discussed acting in good faith and interest ofCompany as a Whole working in the interest of all the stakeholders of the company andsuch other factors
The Directors expressed their overall satisfaction on the evaluation process and thatthe Board the Committees and the Directors are functioning well. Based on the feedback ofthe Board Evaluation process appropriate measures were taken to further improve theprocess and other aspects.
The details about the performance evaluation criteria for independent directors aregiven in the Corporate Governance Report.
23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Particulars of loans guarantees investments and securities provided during thefinancial year under review covered under the provisions of Section 186 of the CompaniesAct 2013 has been given in the Notes to the Financial Statements which forms part ofthis Annual Report.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Act and Listing Regulations your Company hasformulated a policy on related party transactions which is available on Company's websiteat (https://www.pspprojects.com/wp-content/uploads/2017/10/Policy-on-Related-Party-Transactions.pdf ).
Disclosures on related party transactions as per Indian Accounting Standards onRelated Party Disclosures' are set out in Notes to the financial statements.
There were no material related party transactions made by the Company during thefinancial year under review.
Form No. AOC-2 pursuant to Section 134 (3) (h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is annexed to this report as Annexure E.
25. RISK MANAGEMENT & INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Risk management is a structured approach to manage uncertainty. A formal enterprisewide approach to Risk Management is being adopted by the Company which is available on thecompany's website at (https://www.pspprojects.com/wp-content/uploads/2017/10/Risk-Management-Plan.pdf ).
The Internal audit of your company is entrusted to M/s. Manubhai & Shah LLPChartered Accountants Ahmedabad. The details in respect of internal financial control andtheir adequacy are included in the Management Discussion and Analysis Report presented ina separate section forming part of this Annual report.
26. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
In accordance with the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 the company has adopted a Policy for Prevention of SexualHarassment at Work Place for prevention prohibition and redressal of complaints of sexualharassment at work place.
During the period under review the company has not received any complaints on sexualharassment.
27. REPORTING OF FRAUDS
There have been no frauds reported by the Auditors under sub section (12) of Section143 of the Companies Act 2013 (including amendments) during the financial year underreview to the Audit Committee or the Board of Directors and hence there is nothing toreport by the Board under Section 134 (3)(ca) of the Companies Act 2013.
28. PARTICULAR OF EMPLOYEES
The information pertaining to Section 197(12) read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from timeto time is annexed to this report as Annexure F.
29. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The Particulars of Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo as required under Section 134(3)(m) read with Rule 8 of the Companies(Accounts) Rules 2014 is annexed to this report as Annexure G.
30. GREEN INITIATIVES
Electronics copies of the Annual Report 2017-18 and the Notice of the 10th AnnualGeneral Meeting are sent to all members whose email address are registered with thecompany/depository participant(s). For members who have not registered their emailaddresses physical copies are sent in the permitted mode.
Your Directors place on record its appreciation to employees at all levels for theirhard work dedication sustained efforts and commitment.
Your Directors also take this opportunity to thank all Shareholders Clients VendorsBanks Government Regulatory Authorities and Stock Exchanges for their continuedsupport.
| ||For & on behalf of the Board of Directors |
| ||Prahaladbhai S. Patel |
|Ahmedabad ||Chairman & Managing Director |
|August 9 2018 ||(DIN: 00037633) |