To The Members
Your directors have pleasure in presenting the 26th Annual Report together with theAudited Statements of Accounts of the Company for the financial year ended 31st March2018: Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ( Ind As )notified under the Companies (Indian Accounting Standards) Rules 2015 with effect fromApril1 2017. Financial Statements for the year ended and as at March 31 2017 have beenrestated to conform to Ind AS.
1. Financial Highlights:
| || ||(Rs. In Lacs) |
| ||2017-18 ||2016-17 |
|Revenue from Operations ||389.59 ||314.70 |
|Operating Expenditure ||352.67 ||277.21 |
|Earning before interest tax depreciation and amortization (EBITDA) ||36.92 ||37.49 |
|Other Income (Net) ||0.92 ||2.63 |
|Finance Costs ||11.04 ||15.19 |
|Depreciation and amortization expenses ||5.32 ||6.68 |
|Profit before exceptional item and tax ||21.48 ||18.25 |
|Exceptional item ||0.00 ||0.00 |
|Profit Before Tax (PBT) ||21.48 ||18.25 |
|Tax Expenses ||8.55 ||6.59 |
|Profit After Tax (PAT) ||12.93 ||11.66 |
|Opening Balance of Retained Earning ||7.58 ||(4.08) |
|Less: Income Tax for earlier years adjusted ||0.00 ||0.00 |
|Amount of Surplus available for appropriation ||20.51 ||7.58 |
2. Operations State of Company s affairs and Future Outlook:
Transition to Indian Accounting Standards
The Ministry of Corporate Affairs (MCA) vide its notification in the Official Gazettedated February16 2015 notified the Indian Accounting Standards (Ind AS) applicable tocertain classes of companies. Ind AS has replaced the existing Indian GAAP prescribedunder Section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts)Rules 2014. For the Company Ind AS is applicable from April 1 2017 with a transitiondate of April 1 2016. The following are the areas which had an impact on account oftransition to Ind AS: Expected credit loss model for provisioning on trade receivablesFair valuation of investments in equity instruments (if any) Employee costs pertaining todefined benefit obligations Deferred taxes The reconciliations and descriptions of theeffect of the transition from IGAAP to Ind AS have been provided in the notes to accountsin the standalone financial statements.
The overall growth of the company is good and encouraging. In the current year 2017-18the Company has earned the total revenue from operation Rs.389.59 Lacs against theprevious years Rs.314.70 Lacs which reflects increasing trend in the performance of theCompany. The net profit after tax of the company is Rs.11.66 Lacs and Rs.12.93 Lac in theyear 2016-17 and 2017-18 respectively. The same will further be improved in the ensuingyears because the Company has sufficient work order for Erection and Commissioning in handat different locations in India and Nepal which will be executed in the ensuing financialyear. Due to these and other substantial factors the accumulated losses of the companyhave been wiped off and the net worth of the company has become positive. All the abovefactors reflects that the management is serious and hopeful to achieve better results inthe ensuing years with present business activities. We further inform that there is nochange in the business activities of the company in the current financial year.
No dividend has been recommended by the Directors this year and consequently no amountshave been transferred to general reserves.
4. Transfer to Reserves:
The board of the Company has decided not to transfer any fund to general reserve out ofthe amount available for appropriation and an amount of surplus Rs.20.51 Lacs to beretained in the profit and loss account.
5. Change in Share Capital if any
There has been no change in Share Capital of the Company during the financial year2017-18.
6. Listing of Shares
The shares of the Company are listed in Bombay Stock Exchange Limited Mumbai.Applicable listing fees have been paid up to date. The shares of the Company have not beensuspended from trading at any time during the year by the concerned Stock Exchange. Inrespect of Regional Stock Exchanges the Company is inoperative since long.
The company has not accepted any deposits from the public during the year and as suchno amount on account of principal or interest on deposits from public was outstanding ason the date of the balance sheet.
As per the provisions of Section 152 of the Companies Act 2013 Sh. Akshay ChandraDirector of the Company retires by rotation at the forthcoming Annual General Meeting andbeing eligible offered himself for reappointment. The Board recommends hisre-appointment.
The notice convening the Annual General Meeting includes the proposal for appointmentof Director.
Further your Company has also received declarations from all the Independent Directorsof the Company that they meet the criteria of Independence laid down in Section 149(6) ofthe Companies Act 2013 and Regulation 25 of the Listing Regulations.
9. Board Evaluation:
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard has carried out the annual performance evaluation of its own performance theDirectors individually as well as the valuation of the working of its various committeesas per the criteria of evaluation provided in the Nomination Remuneration and EvaluationPolicy adopted by the Company. The performance evaluation of Independent Directors wascarried out by the entire Board and the performance evaluation of the Chairman and theBoard as a whole was carried out by the Independent Directors.
10. Meetings of the Board:
The Board of Directors of your company met 11 times during 2017-18. The meetings wereheld on 28-04-2017 19-05-2017 30-05-2017 14-08-2017 05-09-2017 14-09-201723-10-2017 14-12-2017 14-02-2018 10-03-2018 and 30-03-2018. The intervening gap betweenthe meetings was within the period prescribed under the Companies Act 2013.
11. Particulars of Loan given Investment made Guarantee given and Securities provided:
There were no loans given investment made guarantee given and securities provided bythe Company under Section 186 of the Companies Act 2013 during the year under review andhence the said provision is not applicable.
12. Extract of Annual Return:
As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure I in the prescribed Form MGT-9 which forms part of this report.
13. Subsidiary Joint Ventures and Associate Concerns:
The Company does not have any Subsidiary Joint Ventures or Associate Concerns as on31st March 2018.
14. Corporate Governance:
Pursuant to regulation 34 of the Listing Regulations a separate section on CorporateGovernance practices followed by the Company is provided elsewhere in this report togetherwith a certificate confirming the compliance of conditions of Corporate Governance issuedby the Statutory Auditors of the Company is attached hereto as part of this report
15. Management s Discussion and Analysis Report
In terms of the provisions of Regulation 34 of the Listing Regulations the Managements Discussion and Analysis Report for the year under review is presented in a separatesection forming part of this Annual Report.
16. Directors Responsibility Statement:
The Financial statements are prepared in accordance with Indian Accounting Standards(Ind As) under the historical cost convention on accrual basis except for certainfinancial instruments which are measured at fair value the provisions of the Act (to theextent notified) and guidelines issued by the Securities and Exchange Board of India(SEBI). The Ind As are prescribed under Section 133 of the Companies Act 2013 ( the Act) read with Rule 3 of the Companies (Indian Accounting Standards) Rules 2015 andCompanies (Indian Accounting Standards) Amendment Rules 2016. The Company has adopted allthe Ind As standards and the adoption was carried out in accordance with applicabletransition guidance. In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the directors hereby confirm that:
i) in the preparation of the annual accounts for the financial year ended 31st March2018 the applicable accounting standard have been followed and there are no materialdepartures;
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 as at 31st March 2018 and of the profit of theCompany for the period from 1st April 2017 to 31st March 2018;
iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
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 andsuch internal financial controls are adequate and operating effectively; and
vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
17. Contract and arrangements with Related Parties:
The Company s policy on dealing with related party transactions has been formulated andamended from time to time. All contracts/arrangements/ transactions entered by the Companyduring the financial year with related parties were in the ordinary course of business andon the arm s length basis. There are no materially significant related party transactionsmade by the company with promoters directors key managerial personnel or otherdesignated persons which may have a potential conflict with the interest of the companyat large. Your Directors draw attention of the members to Note 36 to the financialstatements which set out related party disclosures pursuant to clause 32 of the listingagreement. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given inAnnexure II in Form AOC-2 and the same forms part of this report. In respect of materialrelated party transactions which were entered by the Company in its Ordinary course ofbusiness and on arm s length basis the provisions of Listing Regulations regardingRelated Party Transactions have become applicable to the Company vide Notification dated2nd September 2015 of Securities Exchange of India. The Company has been in compliancewith the provisions stated herein above. The existing material related party contracts orarrangements which were entered by the Company in its Ordinary course of business and onarm s length basis had duly been approved by the shareholders.
18. Auditor and Auditors Report:
M/s Vijay & Satish Bhatia Chartered Accountants Yamunanagar Statutory Auditorsof the company hold office till the conclusion of the ensuing Annual General Meeting andis eligible for re-appointment for another term.
As required under the provisions of section 139(1) of the Companies Act 2013 thecompany has received a written consent from M/s Vijay & Satish Bhatia CharteredAccountant to their appointment and a certificate to the effect that theirre-appointment if made would be in accordance with the Act and the Rules framed thereunder and that they satisfy the criteria provided in section- 141 of Companies Act 2013.The Board recommends their appointment for the financial year 2018-19.
The report of Statutory Auditors (appearing elsewhere in this Annual Report) isself-explanatory having no adverse comments. There were no instances of fraud reported bythe Statutory Auditors to the Central Government or to the Audit Committee of the Companyas indicated under the provisions of Section 143(12) of the Companies Act 2013.
Further auditor's report for the financial year ended 31st March 2018 is given as anannexure which forms part of this report.
19. Secretarial Auditors:
Pursuant to provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s J. P. Jagdev & Co. Ambala City a firm of Company Secretaries inpractice to conduct Secretarial Audit for the financial year 2017-18. The SecretarialAudit Report for the financial year ended 31st March 2018 is annexed herewith as AnnexureIII to this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
20. Cost Records and Audit::
Pursuant to Section 148(1) of the Companies Act 2013 read with the Companies (CostRecords and Audit) Amendment Rules 2014 the maintenance of Cost Record is not applicableon any business activities of the company hence this order is not applicable on Company.
21. Corporate Social Responsibility (CSR):
The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.
22. Risk Management:
The board of the Company has formed a risk management committee to frame implementand monitor the risk management plan for the Company. The Committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.
23. Internal Control System and their adequacy:
The Company s internal controls are commensurate with the size of the company and thenature of its business. These have been designed to provide reasonable assurance withregard to recording and providing reliable financial and operational informationcomplying with applicable statutes safeguarding assets from unauthorized use executingtransactions with proper authorization and ensuring compliance of corporate policies. Thecompany has an audit committee the details of which are provided in the CorporateGovernance Report. The audit committee reviews the internal control system and follows upon the implementation of corrective actions if required. The committee also meets thecompany s statutory auditors to ascertain interalia their views on the adequacy ofinternal control system in the Company and keeps the Board of Directors informed of itsmajor observations from time to time. The management also regularly reviews theutilization of fiscal resource compliance with law efficiencies so as to ensure optimumutilization of resources and achieve better efficiencies. Based on its evaluation (asdefined in section 177 of Companies Act 2013) our audit committee has concluded that asof March 31 2018 our internal financial controls were adequate and operatingeffectively.
24. Vigil Mechanism Policy:
The Company has a vigil mechanism policy which also incorporates a whistle blowerpolicy in line with the provisions of the Section 177(9) and (10) of the Companies Act2013 and regulation 22 of the Listing Regulations which deals with the genuine concernsabout unethical behaviour actual or suspected fraud and violation of the Company s Codeof Conduct and ethics.
25. Committees of Board:
The Board of Directors of your Company had already constituted various committees incompliance with the provisions of the Companies Act 2013 and Listing Agreement viz. AuditCommittee Nomination and Remuneration Committee Shareholder s/Investor s GrievancesCommittee Risk Management Committee. All decisions pertaining to the constitution ofcommittees appointment of members and fixing the terms of reference / role of theCommittees are taken by the Board of Directors. Detail of the role and composition ofCommittees including the number of meetings held during the financial year and attendanceat meetings are provided in the Corporate Governance Report section of the Annual Reportwhich forms part of this report.
26. Conservation of Energy Technology absorption and foreign exchange earning andoutgo:
Information required under Section 134(3)(m) of Companies Act 2013 read with Companies(Accounts) Rules 2014 is given as under: Conservation of Energy: The Company has not beencarrying on any manufacturing activities hence this information is not applicable on thecompany during the year under review. Technology absorption adaption and innovation: TheCompany always adopted latest technologies for improving the performance and quality ofits services. The Company s operations do not require significant import of technology.Research and Development (R&D): The Company has not done any Research and Developmentwork during the year under review. However the company has adopted/reviewed the methodsfor improving the performance and quality of its services on regular basis.
Foreign Exchange Earnings and Outgo: The Company directly did not spend any foreignexchange and also did not earn any foreign exchange during the year under review.However the Company is having Branch/Permanent Establishment at Nepal and all theinformation related to foreign exchange earnings and outgo is pertained to Nepal branchonly.
| || ||(Rs. In Lacs) |
|Foreign exchange earnings and outgo ||2017-18 ||2016-17 |
|a. Erection Commissioning and Supervision related activities (Including Overseas Branch Revenue) ||16186472.00 ||3324905.00 |
|b. CIF Value of Imports ||NIL ||NIL |
|c. On Overseas Contracts (i.e. Overseas Branch expenditure) ||15596889.00 ||3207992.00 |
|d. Capital Goods (i.e. Capital expenditure incurred at Overseas Branch) ||0.00 ||0.00 |
27. Nomination Remuneration and Evaluation Policy:
The Nomination Remuneration and Evaluation Policy recommended by the Nomination andRemuneration Committee is duly approved by the Board of Directors of the Company and thesame are provided in the Corporate Governance Report section of the Annual Report whichforms part of this report.
28. Human Resources:
Your Company treats its human resources as one of its most important assets and hastaken continuous efforts to set up and maintain an efficient work force. The company iscontinuously taken steps towards maintaining a low attrition rate which it believes shallbe achieved by investing in learning and development programmes for employees competitivecompensation creating a compelling work environment empowering employees at all levelsas well as a well-structured reward and recognition mechanism.
29. Particulars of Employees:
I) The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the
Company for the financial year:
|Executive Director ||Ratio to median |
| ||Remuneration |
|1 Sh. Sunil Chandra (Managing Director) ||0.60:1 |
Note: The Company has not given any remuneration/benefits to non-executive/independentdirectors of the company during the year 2017-18.
b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:
|Directors Company Secretary and Financial Officer ||% increase in remuneration in the financial year |
|1 Sh. Sunil Chandra (Managing Director) Note: 3 time Decrease in remuneration during the current financial year (i.e. From Rs.45000.00 to Rs.15000.00 only) ||Reduction in salary |
|3. CS. Satish Kumar (Company Secretary) ||NIL |
c. The percentage increase in the median remuneration of employees in the financialyear: 4.95%
d. The number of permanent employees on the rolls of Company: 12 Employees as on 31stMarch 2018
e. The explanation on the relationship between average increase in remuneration andCompany performance: The performance of the Company for the current financial year is notencouraging than the previous year. However the Company has minor increase inremuneration to Executive Director/key managerial personnel. While at Middle & Juniorlevel management the proper increment was given in accordance with the inflation rate andat workmen and staff level.
f. Comparison of the remuneration of the key managerial personnel against theperformance of the
Company: Remuneration to Managing and Wholetime directors were paid as per the scaleapproved by the members of the company.
g. Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year:
|Particulars ||March 31 2018 ||March 31 2017 ||% Change |
|Market Capitalization (Rs. In Lacs) ||84.47 ||84.47 ||- |
h. Percentage increase over decrease in the market quotations of the shares of theCompany in comparison to the rate at which the Company came out with the Last publicoffer:
|Particulars ||March 31 2018 ||At the time of Last Public offer ||% Change |
|Market Price (BSE) ||2.94 ||10.00 ||(-) 70.60% |
i. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Properincrements at both managerial and staff/worker level has been given in financial year2017-18.
j. Comparison of each remuneration of the key managerial personnel against theperformance of the
Company: The head (Corporate Finance) was promoted to the position of FinancialOfficer hence he was given an increase as a part of promotion and salary adjustment.
k. The key parameters for any variable component of remuneration availed by thedirectors: No such variable component is included in the remuneration paid to directors.
l. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year: Sh. Sunil Chandra (Managing Director): 1:3
m. Affirmation that the remuneration is as per the remuneration policy of the Company:The Company affirms remuneration is as per the remuneration policy of the Company.
II. There was no employee on the roll of the company who drew remuneration in excess ofthe limits prescribed by the provisions of Section 197(12) of the Companies Act 2013 readwith Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 hence this relevant information is not applicable to the Company.
30. Disclosure under sexual harassment of women at workplace (Prevention Prohibition& Redressal) Act 2013:
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee. Company has adopted a policy for prevention of SexualHarassment of Women at workplace and has set up Committee for implementation of saidpolicy. During the year Company has not received any complaint of harassment.
31. Other Disclosures:
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:
i) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
ii) No Material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand the date of this Report.
2. The provisions of Section 125(2) of the Companies Act 2013 related with transfer ofunclaimed dividend to Investor Education and Protection Fund do not apply to the Companyas there was no dividend declared and paid in previous years and there is no unclaimeddividend.
3. Equity Shares:
No issue of equity shares with differential rights as to dividend voting orotherwise during the year under review.
The Company has not bought back any of its securities during the year underreview.
No Bonus shares were issued during the year under review.
No issue of shares (including sweat equity shares) to employees of the Companyunder Stock option Scheme during the year under review.
No Shares outstanding under the head Shares Suspense Account/Unclaimed SuspenseAccount at the beginning and end of the year under review.
Your directors wish to place on record their gratitude for the valued support andassistance extended to the Company by the Shareholders Banks and Government Authoritiesand look forward to their continued support. Your directors also express theirappreciation for the dedicated and sincere services rendered by the Executives Officersand Employees of the Company.
By Order of the Board of Directors