PUROHIT CONSTRUCTION LIMITED
Your Directors have pleasure in presenting 28th Annual Reporttogether with the Audited Financial Statements and Auditors' Report thereonfor the year ended 31st March 2019.
1. FINANCIAL RESULTS:
| || |
Rs. in Thousands
|Particulars ||Standalone |
| ||For the year ended March 312019 ||For the year ended March 312018 |
|Total Income (incl. Other Income) ||33192 ||169685 |
|Financial Expenses ||53 ||76 |
|Depreciation ||1826 ||2629 |
|Profit/ (Loss) Before Taxation ||574 ||977 |
|Less: Provision for Income Tax ||440 ||836 |
|Less: Provision for Deferred Tax ||(245) ||(482) |
|Profit After Taxation ||379 ||623 |
|Less: Prior Period adjustment ||- ||- |
|Transfer to General Reserve ||- ||- |
|Surplus Brought Forward ||12350 ||11656 |
|Net Balance carried to balance Sheet ||13926 ||13547 |
2. OPERATIONS/STATE OF AFFAIRS :
The Company has competed all the projects on hand during the year under review and dueto economic downturn the turnover of the Company has been reduced from Rs. 169239Thousands in previous year to Rs. 32493 Thousands in current year. Consequently theProfit before tax of the Company has been declined from Rs. 977 Thousands to Rs. 574Thousands and Profit after Tax from Rs. 623 Thousands to Rs. 379 Thousands in the currentfinancial year.
3. DIVIDEND :
Since the Company needs to plough back the profits for the future development andexpansion dividend payment cannot be considered. Therefore your Directors have notrecommended any dividend for the financial year.
4. AMOUNT TRANSFERRED TO RESERVES:
During the year Company has not transferred any amount to Reserves.
The Company has not accepted any deposit from public during financial year.
6. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY FROM THE CONCLUSION OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:
No material changes or commitments affecting the financial position of the Companyhave occurred between the end of the financial year of the Company to which the financialstatements relate i.e. 31st March 2019 and the date of the Board's Report.
7. CHANGE IN THE NATURE OF BUSINESS:
During the year under review there was no change in the nature of the business.
8. CHANGES IN SHARE CAPITAL:
During the year under review there was no change in the Company's issued subscribedand paid up equity share capital. On March 31 2019 it stood at Rs.44 056000/-consisting of 4405600 equity shares of Rs.10/- each.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
9.1 Mr. Narendra Purohit Managing Director of the Company will retire by rotationat the ensuing Annual General Meeting and being eligible has offered himself forreappointment.
The Board recommends the re-appointment of above Director by passing of the necessaryresolution.
During the year under review Shri Saumil Purohit has been appointed as a ChiefFinancial Officer w.e.f. 14th February 2019 in place of Shri Sanny Parante.
Due to old age Shri Kumudchandra Sheravia has resigned as a Director of the Companyw.e.f. 29th March 2019. The Board places on record the valuable contributiongiven by him during his tenure as a Director.
9.2 Declaration by Independent Directors
The Independent Directors of the Company viz. Mr. Mahendra Sanghani Mr. NishitkumarGohil and Mrs. Jagrutiben Shah have given declaration to the Company that they qualifythe criteria of independence as prescribed under Section 149 (6) of the Companies Act2013 and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015.
9.3 Policy on Appointment and Remuneration of Directors KMP and Senior ManagementPersonnel.
The Policy of the Company on Directors' Appointment and remuneration of Directors'Remuneration of Key Managerial Personnel and other employees of the company pursuant tosub Section(3) of Section 178 is appended as Annexure -1 to this Report. ThePolicy has been posted on the website of the Company http://www.purohitconstruction.com/InvestorRelations.aspx
9.4 Formal Annual Evaluation Process by Board;
The Company has in place a formal mechanism for evaluating its performance as well asthat of its Committees and individual Directors including the Chairman of the Board. TheBoard after taking into consideration the criteria of evaluation laid down by theNomination and Remuneration Committee in its policy such as Board Composition level ofinvolvement performance of duties attendance etc. had evaluated its own performance theperformance of its committees and Independent Directors (excluding the Director beingevaluated) and that of the Chairman and the Non-Independent Directors was carried out bythe Independent Directors in their separate meeting held.
The Board of Directors was satisfied with the evaluation results which reflected theoverall engagement of the Board and its Committees with the Company.
9.5 Familiarization Programme for Independent Directors:
The Familiarization Programme seeks to update the Independent Directors on variousmatters covering Company's strategy business model operations organization structurefinance risk management etc. It also seeks to update the independent Directors with theirroles rights responsibilities duties under the Companies Act and other statutes. Thepolicy and details of familiarization programme imparted to the Independent Directors ofthe Company has been kept on the website of the Company at the link:http://www.purohitconstruction.com/InvestorRelations.aspx
10. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of section 134 (5) of the Companies Act 2013 in relation to financialstatements for the year the Board of Directors state that:
(a) In the preparation of Annual Accounts for the period ended March 31 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures.
(b) The Directors have 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 the year ended March 31 2019.
(c) The Directors 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;
(d) The Directors have prepared the annual accounts on a going concern basis.
(e) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
11. NUMBER OF MEETINGS OF BOARD:
During the year under review six meetings of the Board of Directors were held on (1)30th May 2018 (2) 14th August 2018 (3) 14th November 2018 (4) 8th January 2019 (5)29th January 2019 and (6) 14th February 2019. All the Directors remained present in allthe Board meetings. This intervening gap between any two meetings was within the periodprescribed by the Companies Act 2013.
12. DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014:
Details pertaining to remuneration and other details as required under Section 197 (12)of the Companies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as Annexure 2 to this report.
In terms of provisions of Section 136(1) of the Act the Annual Report excluding thedisclosures pertaining to remuneration and other details as required under Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is being sent to the members of the Company. The saidinformation is open for inspection at the registered office of the Company during workinghours and any member interested in obtaining such information may write to the CompanySecretary and the same will be furnished on request.
13. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY :
All Transaction entered into with the Related Parties during the financial year underthe review were on an arm's length basis and were in the ordinary course of business.
The Policy on materiality of related Party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's websitehttp://www.purohitconstruction.com/InvestorRelations.aspx
The summary of related party transaction is given in AOC-2 is annexed herewith as Annexure 3 which forms part of this report.
14. AUDITORS AND AUDITORS' REPORT:
The present statutory auditors M/s. Saurabh R Shah & Co. Chartered Accountants(Firm Regn. No. 127176W) Ahmedabad have tendered their resignation with effect from 29thJuly 2019.
The Board of Directors at its meeting held on 29th July2019 appointed M/s. ParekhParekh and Associates Chartered Accountants (Firm Reg. No. 132988W) Ahmedabad asStatutory Auditors of the Company. The Board recommends their appointment as per theresolution appended in the notice.
15. INTERNAL AUDITOR:
The Board on the recommendation of Audit Committee had appointed M/s. Paresh Rupabhinda& Associates Chartered Accountants (FRN: 135056W) as an Internal Auditors for thefinancial year 2018-19.
16. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has a proper and adequate system of internal control in all spheres of itsactivities to ensure that all its assets are safeguarded and protected against loss fromunauthorized use or disposition and that the transactions are authorized recorded andreported diligently.
The Company ensures adherence to all internal control policies and procedures as wellas compliances with all regulatory guidelines.
The Audit Committee of the Company periodically reviews the adequacy of internalfinancial controls.
17. SECRETARIAL AUDIT REPORT:
Pursuant to the provisions of section 204 of the Companies Act 2013 the Board hasappointed M/s. Parikh Dave & Associates Company Secretaries to undertake SecretarialAudit of the Company.
A report from Secretarial Auditor is annexed to this Report herewith as Annexure- 4.The same does not contain any qualification reservation or adverse remark or disclaimer.
18. SECRETARIAL STANDARDS:
The Board of Directors of the company has complied with applicable SecretarialStandards issued by The Institute of Company Secretaries of India.
19. INDUSTRIAL RELATIONS:
The Company has maintained cordial relations with the employees of the Companythroughout the year. The Directors wishes to place on record sincere appreciation for theservices rendered by the employees of the Company during the year.
20. 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 orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
21. RISK MANAGEMENT:
The Company has formulated the Risk Management Policy in order to safeguard theorganization from various risks through timely actions and to mitigate the effect of riskbearing impact on the Business.
In the opinion of the Board there has been no identification of element of Risk thatmay threaten the existence of the Company.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees Investment and Advances made if any are described innotes to the Financial Statement.
23. EXTRACT OF ANNUAL RETURN:
As required by the provisions of Section 134(3)(a) of the Companies Act 2013 andrelevant rules made there under the extract of the annual return as provided undersub-section (3) of section 92 is attached herewith Annexure 5.
24. CORPORATE GOVERNANCE REPORT MANAGEMENT DISCUSSION & ANALYSIS
Pursuant to Regulation 15 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 provision of Regulations 17 to27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para C D and E ofSchedule V does not apply to the Company. Hence report on Corporate Governance does notform part of the Directors' report. Report on Management Discussion and Analysis Report isgiven herewith as a Annexure 6.
25. AUDIT COMMITTEE:
During the year the Audit committee consists of three Members Shri Mahendra Sanghani(designated as Chairman of the committee) Shri Nishit Gohil and Shri KumudchandraSheravia (ceased w.e.f. 29/03/2019) and Smt. Jagrutiben Shah (appointed w.e.f. 29/03/2019). During the year under review 4 committee meetings were held on (1) 30/05/2018 (2)14/08/2018 (3) 14/11/2018 and (4) 14/02/2019 which have been attended by all the threemembers.
The recommendations of Audit Committee were duly accepted by the Board of Directors.
26. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee consists of three members Shri MahendraSanghani (Chairman of the Committee) Shri Nishit Gohil and Shri Kumudchandra Sheravia(ceased w.e.f. 29/03/2019) and Smt. Jagrutiben Shah (appointed w.e.f. 29/03/2019)
During the year the Committee met one time on: 14th February 2019 which has beenattended by all the three members.
27. SUBSIDIARIES COMPANIES ASSOCIATES AND JOINT VENTURE COMPANIES:
The Company doesn't have any Subsidiaries Associates or Joint Venture Companies.
28. SAFETY HEALTH AND ENVIRONMENT:
(a) Safety: The Company encourages a high level of awareness of safety issues amongits employees and strives for continuous improvement. All incidents are analysed in thesafety committee meetings and corrective actions are taken immediately. Employees aretrained in safe practices to be followed at work place.
(b) Health: Your Company attaches utmost importance to the health of its employees.Periodic checkup of employees is done to monitor their health. Health related issues ifany are discussed with visiting Medical Officer.
(c) Environment: Company always strives hard to give importance to environmentalissues in normal course of operations. Adherence to Environmental and pollution controlNorms as per Gujarat Pollution Control guidelines is of high concern to the Company.
29. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Pursuant to Section 177 of the Companies Act 2013 the rules made thereunder and theRegulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Company has established a Vigil Mechanism for directors and employees to reportgenuine concerns about any instance of any irregularity unethical practice and/ormisconduct. The policy is posted on the website of the Companyhttp://www.purohitconstruction.com/InvestorRelations.aspx
30. MAINTENANCE OF COST RECORDS:
The Company is not required to maintain any cost records prescribed under section 148of the Companies Act 2013 and rules made thereunder.
31. DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
Considering gender equality the Company has zero tolerance for sexual harassment atworkplace. The Company has an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. An Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.
No complaints were received during the year 2018-19:
This policy posted on the website of thehttp://www.purohitconstruction.com/InvestorRelations.aspx
32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Statement of particulars with respect to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earning and Outgo pursuant to provisions of 134 of theCompanies Act 2013 is given in Annexure-7 to this Report.
33. CODE OF CONDUCT:
The Company has laid down a Code of Conduct applicable to the Board of Directors andSenior management which is available on Company's website. All Board members and seniormanagement personnel have afirmed compliance with the Code of Conduct.
34. CODE OF FAIR DISCLOSURE:
As required under the new Insider Trading Policy Regulations of SEBI your Directorshave framed new Insider Trading Regulations and Code of Internal Procedures and Conductsfor Regulating Monitoring and Reporting of Trading by Insider. For details please referto the company's website on following linkhttp://www.purohitconstruction.com/InvestorRelations. aspx.
35. ENHANCING SHAREHOLDERS VALUE:
Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation. Your Company is also committed to creating value for its other stakeholders byensuring that its corporate actions positively impact the socio-economic and environmentaldimensions and contribute to sustainable growth and development.
The Company has taken adequate insurance to cover its assets.
Your company's shares are listed with The BSE Limited Mumbai. (Stock Code: - 538993)and Ahmedabad Stock Exchange Limited (scrip code: - PCL). The Company has already paidAnnual Listing fees to BSE Limited.
38. CAUTIONARY STATEMENT:
Statements in the Board's Report and the Management Discussion & Analysisdescribing the Company's objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother factors such as litigation and industrial relations.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers vendors andother business partners for the excellent support received from them during the year. TheDirectors place on record their sincere appreciation to all employees of the Company fortheir unstinted commitment and continued contribution to the Company.
| ||FOR AND ON BEHALF OF THE BOARD |
| ||FOR PUROHIT CONSTRUCTION LIMITED |
| ||Narendra Purohit |
|Date:19th August 2019 ||Chairman & Managing Director |
|Place: Ahmedabad ||(DIN: 00755195) |