For the Financial Year ended 31st March 2018
Your Directors are pleased to present the twentieth annual report of the companytogether with the audited Financial
Results for the financial year ended on 31st March 2018.
The Financial Performance of the Company for the financial year ended on 31stMarch2018 is summarized below:
(Rs. in lacs)
|Particulars ||2017-18 ||2016-17 |
|Net Sales/ Income from Operations ||248806.77 ||209118.54 |
|Other Income ||1961.78 ||1338.95 |
|Total Income ||250768.56 ||210457.49 |
|Total Expenses ||250448.47 ||204068.91 |
|Profit before tax ||320.08 ||6388.58 |
|Profit after ||386.55 ||3841.18 |
|Other comprehensive income ||86.24 ||(4.64) |
|Total Comprehensive income ||472.79 ||3836.54 |
Your Company has achieved net turnover of Rs. 248806.77 lacs for the financial yearended 31st March 2018 as against 209118.54 lacs in the previous financial year therebyregistered a growth of 18.98% over the last year's turnover. The gross profit of yourcompany for the financial year ended 31st March 2018 is Rs. 320.08 lacs whereas it wasRs. 6388.58 lacs during the last financial year the decline in profit attributed torecognition of liquidated damages levied by clients for delay in achieving the milestonefinance cost sub-contracting increase in expenses due to various reasons etc. Thecompany is operating in ever growing sector of infrastructure and believes to overcome theadverse conditions in coming times. Your company is operating in project relatedactivities which includes Project execution Overhauling & Maintenance Fabricationand Erection of structural works ErectionTesting and Commissioning of boilers and itsauxiliaries Transmission & Distribution and EPC contract Roads and Bridges Civilconstruction Solar Energy projects Waste Management projects.
To name a few the following are some of the projects running presently:
1. Rehabilitation & Upgradation of Parli-Pimpla-Dahiguda Roadfrom existing Ch. km0.000 to 18.495 (SH-64) (Design Ch. Km0.000 to km 18.440) to two/four lane with pavedshoulder (length-18.44 km) in Maharashtra on EPC basis from Public Works Department (PWD)Maharashtra.
2. Rehabilitation & Augmentation of four laning of Kutchery Chowk- Ranchi-PiskaMore-Biju Para section from km 0.000 to 34.000) of NH-75 in the state of Jharkhand on EPCmode from National Highway Authority of India (NHAI).
3. Rehabilitation & Upgradation of Ajanta-Buldhana-Khamgaon-Shegaon-Deori Road(Ajanta to Buldhana section) length-49.13km in Maharashtra on EPC basis from Public WorksDepartment(PWD) Maharashtra.
4. Rehabilitation &Upgradation ofNanded-Bhokar-Himayatnagar-Kinwat-Sarkhani-Mahur-Arni-Road(Sarsam-Himayatnagar-KotharPackage-II) km 33.00 to km 90.00 to two-lanes with paved shoulders in Maharashtra on EPCbasis from Public Works Department (PWD) Maharashtra.
5. Construct and widen the existing 2-lane Bodhre to Dhule road section of NH-211 tofour/six lane configuration in the State of
Maharashtra on Hybrid annuity Model (HAM).
6. Two laning of Existing Hunli-Anini Road on EPC Basis from Design KM 53.500 to KM92.500 (Existing KM 56.320 to KM97.650) in the State of Arunachal Pradesh Under SARDP-NEfor National Highways & Infrastructure Development Corporation Limited. This projectis in JV with PCL-Eagle Infra India Limited.
7. Ash Dyke Package and Boiler erection package for Kudgi Super Thermal Power ProjectBijapur Karnataka.
8. Erection Testing and Commissioning of Boiler Unit-2 2X800 MW for NTPC Lara SuperThermal Power Project at Lara Dist.Raigarh Chattisgarh.
9. CW System and Make up Water System Civil Works Package for NTPC Lara Super ThermalPower Project Stage-I 2x800 MW at Lara District. Raigarh Chattisgarh.
10. CW System and Make up Water System Civil Works Package for Meja Thermal PowerProject 2x660 MW at Meja P.O. Kohdar Tehsil-Meja Dist. Allahabad Uttar Pradesh.
11. Construction of 490 Nos. M.C. Type of Quarters (35 blocks each block of 14 units)Storied Buildings (G+1type) at 2x600 MWSTPP and Construction of 1 No. GM Bungalow 10 Nos.MA type of Quarters and 192 Nos. MB type of Quarters (16 blocks eachblock of 12 units)Storied Buildings (G+1 type) at 2 x 600 MWSTPP Jaipur Mandal Adilabad Dist. TelanganaState.
12. CW System and Make up Water System Civil Works Package for Darlipali Super ThermalPower Project Stage-I 2x800 MW at Darlipali Dist. Sundargarh Odisha.
13. Development of Regional (MSW) Municipal Solid Waste to Energy (Electricity) andScientific Landfill Facility in Patna on PPP.
14. Design Engineering Manufacture Assembly Testing at Works Supply of theEquipments Mandatory Spares Cement Reinforcement Steel Structural Steel for CivilWorks as well as Structural Works Architectural Works Transportation & Delivery toSite of all the Equipments& Mandatory Spares including Special Tools & Tackles ifany for the Balance of Plant Package for Parli TPS Project Unit 8 1X250 MW.
15. Rehabilitation and Upgrading to 2 lanes/2 lane with Paved Shoulders Configurationand Strengthening of Madhugiri MulbagalSection (km 343.800 to km 483.151) of NH-234 in theState of Karnataka (Package No. NHIIP-KA-234-10) for Lot-I- km 343.800 to km 400.330 underPhase-I of National Highways Inter-connectivity Improvement Projects (NHIIP).
16. Rehabiliation and Upgradation of existing highway 2 lane/ 4 lane from Pangaon toDhrampuri Maharashtra.
17. Rehabilitation and Upgrading to 2 lanes/2 lane with Paved ShouldersConfigurationand Strengthening of Sitamarhi- Jaynagar-NarahiaSection (km 40 to km 219.945) of NH-104 inthe State of Bihar for Lot-I km 40.00 to km 79.40 under Phase-I of National HighwaysInter-connectivity Improvement Projects (NHIIP-BR-104-11).
18. Rehabilitation and Upgrading to 2 lanes/2 lane with Paved ShouldersConfigurationand Strengthening of Sitamarhi- Jaynagar-NarahiaSection (km 40 to km 219.945) of NH-104 inthe State of Bihar for Lot-II km 79.40 to km 156.50 under Phase-I of National HighwaysInter-connectivity Improvement Projects (NHIIP-BR-104-11).
19. Construction of Medical College Firozabad for UPRNNL.
20. Package-A Civil Structural and Architectural Works Etc of BTG Area for Unit#1& 3 for 3x660MW NTPC North Karanpura STPP Jharkhand.
In addition to the above your company is executing various prestigious projectsrelated to Design Supply Test Transport Construction Erection Testing andCommissioning of Distribution Lines Power Sub Stations etc. and also Overhauling &Maintenance of various systems for Power Stations like Koradi Khaperkheda ChandrapurSarni Korba Parli Talcher Solapur Lara Birsinghpur etc.
Furthermore your company is engaged in the prestigious Civil Construction projects likeConstruction of houses for Kanpur Development Authority Kanpur.
Your Company has successfully commissioned 5 MW Solar PV Capacity project awarded byJNNSM Phase-2 Batch-1 at Karajgi Solapur and generating its rated capacitysatisfactorily.The Company has completed 180 TPD Solid Waste Management project atKolhapur (Maharashtra). Full load trials are under process.
Your Company has not gone through any operational discontinuation during the reportingperiod.
Infrastructure is the term for the basic physical systems of a business or nation -transportation communication sewage water and electric systems are all examples ofinfrastructure. These systems tend to be high-cost investments and are vital to acountry's economic development and prosperity. Projects related to infrastructureimprovements may be funded publicly privately or through public-private partnerships.
The Government of India is expected to invest highly in the infrastructure sectormainly highways renewable energy and urban transport prior to the general elections in2019.The Government of India is taking every possible initiative to boost theinfrastructure sector. Some of the steps taken in the recent past are being discussedhereafter.
Announcements in Union Budget 2018-19:
Massive push to the infrastructure sector by allocating Rs 5.97 lakh crore (US$92.22 billion) for the sector.
Railways received the highest ever budgetary allocation of Rs 1.48 trillion (US$22.86 billion).
Rs 16000 crore (US$2.47 billion) towards Sahaj Bijli Har Ghar Yojana(Saubhagya) scheme. The scheme aims to achieve universal household electrification in thecountry.
Rs 4200 crore (US$ 648.75 billion) to increase capacity of Green EnergyCorridor Project along with other wind and solar power projects.
Allocation of Rs 10000 crore (US$ 1.55 billion) to boost telecominfrastructure.
A new committee to lay down standards for metro rail systems was approved inJune 2018.
Rs 2.05 lakh crore (US$ 31.81 billion) will be invested in the smart citiesmission. All 100 cities have been selected as of June 2018.
Contracts awarded under the Smart Cities Mission working in full swingaccording to Mr Hardeep Singh Puri Minister of State(Independent Charge) for Housing andUrban Affairs Government of India.
The Government of India is working to ensure a good living habitat for the poorin the country and has launched new flagship urban missions like the Pradhan MantriAwasYojana (Urban) Atal Mission for Rejuvenation and Urban Transformation (AMRUT) andSwachh Bharat Mission (Urban) under the urban habitat model according to Mr Hardeep SinghPuri Minister of State (Independent Charge) for Housing.
Power is one of the most critical components of infrastructure crucial for the economicgrowth and welfare of the nation. The existence and development of adequate infrastructureis essential for sustained growth of the Indian economy.
India's power sector is one of the most diversified in the world. Sources of powergeneration range from conventional sources such as coal lignite natural gas oil hydroand nuclear power to viable non-conventional sources such as wind solar and agriculturaland domestic waste. Electricity demand in the country has increased rapidly and isexpected to rise further in the years to come. In order to meet the increasing demand forelectricity in the country massive addition to the installed generating capacity isrequired.
In May 2018 India ranked 4th in the Asia Pacific region out of 25 nations on an indexthat measures their overall power.
Indian power sector is undergoing a significant change that has redefined the industryoutlook. Sustained economic growth continues to drive electricity demand in India. TheGovernment of India's focus on attaining Power for all' has accelerated capacityaddition in the country. At the same time the competitive intensity is increasing at boththe market and supply sides (fuel logistics finances and manpower).
The Road Ahead
The Government of India has released its roadmap to achieve 175 GW capacity inrenewable energy by 2022 which includes 100 GW of solar power and 60 GW of wind power.The Union Government of India is preparing a rent a roof' policy for supporting itstarget of generating 40 gigawatts (GW) of power through solar rooftop projects by 2022.
Coal-based power generation capacity in India which currently stands at 192 GW isexpected to reach 330-441 GW by 2040.The 2026 forecast for India's non-hydro renewableenergy capacity has been increased to 155 GW from 130 GW on the back of more than expectedsolar installation rates and successful wind energy auctions.India could become theworld's first2019 thereby saving Rs 40000 crore (US$ 6.23 billion) on an annual basis.
The government's immediate goal is to generate two trillion units (kilowatt hours) ofenergy by 2019. This means doubling the current production capacity to provide24x7electricity for residential industrial commercial and agriculture use.
The Government of India is taking a number of steps and initiatives like 10-year taxexemption for solar energy projects etc. in order to achieve India's ambitious renewableenergy targets of adding 175 GW of renewable energy including addition of 100 GW of solarpower by the year 2022. The government has also sought to restart the stalled hydro powerprojects and increase the wind energy production target to 60 GW by 2022 from the current20 GW.
Total installed capacity of power stations in India stood at 343.79 Gigawatt (GW) as onApril 2018.
The Indian road network comprising of National Highways Expressways State HighwaysMajor District Roads Other District Roads and Village Roads is globally the 2nd largestspanning 5.5 million kilometres. India's road infrastructure has seen consistentimprovement in the last few years. Connectivity has improved and road transportation hasbecome a focus of rapid development. Roads are providing better access to services easeof transportation and freedom of movement to people.
Recognizing the significance of a reliable and swift road network in the country andthe role it plays in influencing its economic development the
Ministry of Road Transport and Highways (MORTH) has taken up the responsibility ofbuilding quality roads and highways across the country.
The programme envisages new initiatives like development of Border and Internationalconnectivity roads Coastal & port connectivity roads and improvements in NationalCorridors
The "mega-plan" which is the second highest highway project after NHDP willprovide further boost to the ongoing road/highway development projects and will witness aconstruction of 20000 km of highways in its first phase.
Around 35000 km of road construction has been approved in budget 2018-19 for thePhase-1 of the Bharatmala Pariyojana at an estimated cost of Rs 5.35 lakh crore (US$ 84.10billion).
The total budgetary allocations (including PBFF CRF and GBS) to fund the ambitioushighway development programme (including Bharatmala) are estimated at Rs 343045 croreover FY19-22. Therefore starting this Budget 2018 the allocation to the road ministrywas expected to increase substantially. However the increase in the budgetary allocation(excluding PMGSY) has been nominal at 8.7% from Rs 64900 crore to Rs 70544 crore. Mostof the Bharatmala programme is expected to be implemented through the NHAI; therefore tobridge the shortfall in budgetary allocations the NHAI is expected to raise funds bymonetising more assets through the toll-operate-transfer and Infrastructure InvestmentTrust routes (by transferring mature assets to SPVs). Aspiring for urbanisation andenhanced public investment in social infrastructure Finance Minister Arun Jaitley made aslew of announcements for road & air connectivity and improved financing measures forthe same. The Union Budget allowed National Highway Authority of India (NHAI)eate SpecialPurpose Vehicles (SPVs) to monetise its road assets. At the same time budgetary provisionto regional air connectivity scheme was increased by five times.
"Government's estimated budgetary and extra-budgetary expenditure oninfrastructure for 2018-19 is being increased to Rs 5.97 trillion against the estimatedexpenditure of Rs 4.94 trillion in 2017-18" Jaitley said in his Budget Speech.
To raise equitycountryto useLEDsforalllightingneedsby from the market for itsmature road assets NHAI will consider organising its road assets into SPVs anduse innovative monetising structures like Toll Operate and Transfer (TOT) andInfrastructure Investment Funds (InvITs). The budgetary allocation for the NHAI has beenincreased by 10 per cent to Rs 916.63 billion for 2018-19 from Rs 831.70 billion in2017-18.
Renewable Energy Sector
The Indian renewable energy sector is the second most attractive renewable energymarket in the world. The country ranks fourth in the world in terms of total installedwind power capacity.
Installed renewable power generation capacity has increased steadily over the yearsposting a CAGR of 9.29 per cent over FY0818. India added record 11788 MW ofrenewable energy capacity in 2017-18. The focus of Government of India has shifted toclean energy after it ratified the Paris Agreement. With the increased support ofgovernment and improved economics the sector has become attractive from investorsperspective. As India looks to meet its energy demand on its own which is expected toreach 15820 TWh by 2040 renewable energy is set to play an important role.Totalinstalled renewable energy capacity (including large hydro projects) in India touched114.43 GW as of May 2018 which is around 33 per cent of total energy capacity of thecountry. With a potential capacity of 363 gigawatts (GW) and with policies focused on therenewable energy sector Northern India is expected to become the hub for renewable energyin India.
A new Hydropower policy for 2018-28 has been drafted for the growth of hydroprojects in the country.
The Government of India has announced plans to implement a US$ 238 millionNational Mission on advanced ultra-supercritical technologies for cleaner coalutilisation.
The Ministry of New and Renewable Energy (MNRE) has decided to provide customand excise duty benefits to the solar rooftop Economic corridors. sector which in turnwill lower the cost of setting up as well as generate power thus boosting growth.
Around 4.96 million household size biogas plants were installed in the countryunder the National Biogas and Manure Management Programme (NBMMP) by 2016-17 end.
The Indian Railways is taking increased efforts through sustained energyefficient measures and maximum use of clean fuel to cut down emission level by 33 per centby 2030.
The Government of India is committed to increased use of clean energy sources and isalready undertaking various large-scale sustainable power projects and promoting greenenergy heavily. In addition renewable energy has the potential to create many employmentopportunities at all levels especially in rural areas. The Ministry of New and RenewableEnergy (MNRE) has set an ambitious target to set up renewable energy capacities to thetune of 175 GW by 2022 of which about 100 GW is planned for solar 60 for wind and otherfor hydro bio among other. India will need investments of around US$ 125 billion to reachthis target. As of June 2018 Government of India is aiming to achieve 225 GW of renewableenergy capacity by 2022 much ahead of its target of 175 GW as per the Paris Agreement Itis expected that by the year 2040 around 49 per cent of the total electricity will begenerated by the renewable energy as more efficient batteries will be used to storeelectricity which will further cut the solar energy cost by 66 per cent as compared to thecurrent cost. Use of renewables in place of coal will save India Rs 54000 crore (US$ 8.43billion) annually.
Your Board of Directors has not recommended dividend for the financial year 2017-18.
During the year ended 31st March 2018 your Company has not accepted any deposits fromthe public. There is no deposit remained unpaid/unclaimed at the end of the financialyear.
Management Discussion and Analysis Report
The Management Discussion and Analysis as required under Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part of this Report.
Corporate Governance Report
A Corporate Governance Report in the format given in Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 with Auditor's Certificatethereon forms part of this report as Annexure - A.
As required under Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Consolidated Financial Statements of the Company and itssubsidiaries and associates have been attached with the annual accounts of the Company.
Allotment of Securities
During the financial year 2017-18:
Allotted 12.40 crore convertible warrants to promoters and non-promoters.
Allotted 8.33 crore equity shares to promoters and non-promoters upon conversionof warrants which were allotted in the financial year2016-17 and 2017-18
Directors and key managerial personnel
As per Article 164 read with Article 163 of Articles of Association of the Company andSection 152 (6) of the Companies Act 2013(Act') Mrs. Sudhamati R. Gutte(DIN-01174733)Non-Executive Director of the Company is liable to retire by rotation at theforthcoming AnnualGeneral
Meeting and being eligible offers herself for reappointment. The Board of Directorsrecommends her reappointment at the forthcoming Annual
General Meeting of the Company.During the financial year 2017-18 there were followingchanges took place in the Board of Directors of the company: a. Mr. Siddharth MehtaIndependent Director passed away on 8th December 2017; b. Mr. Sunil R. Gutte appointed asChairman of the Company w.e.f. 8thDecember 2017; c. Mr. M N Mohanan appointed asWhole-time Director of the Company w.e.f. 10th October 2018.
There is no any other change in the Board of Directors except mentioned hereinabove.
Pursuant to the provisions of Section 134 of the Act all Independent Directors havesubmitted a declaration that each of them meet the criteria of independence as provided inSection 149(6) of the Act and there has been no change in the circumstances which mayaffect their status as an independent director during the year.
Director's Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that:
a. in the preparation of annual accounts for the financial year ended on 31st March2018 the applicable accounting standards have been followed along with proper explanationto material departures;
b. 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 & fairview of the state of affairs of the Company at the end of the financial year 2017-18 andof the profit of the Company for that period;
c. they have taken proper and adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts of the Company on a going concern basis;
e. they have laid down internal financial controls in the company that are adequate andare operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and these are adequate and operating efficiently.
Company's Policy on Director's Appointment and Remuneration
Policy on Director's Appointment
a. The Nomination and Remuneration Committee shall identify and ascertain theintegrity qualification expertise and experience of the person for appointment asDirector KMP or at Senior Management level and recommend his /her appointment as perCompany's Policy.
b. A person should possess adequate qualification expertise and experience for theposition he/she is considered for appointment. The Committee has authority to decidewhether qualification expertise and experience possessed by a person is satisfactory forthe position.
c. The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution.
Policy on Directors' Remuneration
1. Remuneration to Managing/ Whole-time/ Executive
Director KMP and Senior Management Personnel:
a. The Remuneration/ Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.
b. The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector / Whole-time Directors.
2. Remuneration to Non-Executive/Independent Director:
a. The Non-Executive/Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors. b. All the remuneration of the Non-Executive / Independent Directors (excluding remuneration for attending meetings asprescribed under Section 197 (5) of the Companies Act 2013) shall be subject to ceiling/limits as provided under Companies Act 2013 and rules made there under or any otherenactment for the time being in force. The amount of such remuneration shall be such asmay be recommended by the Nomination and Remuneration Committee and approved by the Boardof Directors or shareholders as the case may be. c. An Independent Director shall not beeligible to get Stock Options and also shall not be eligible to participate in any sharebased payment schemes of the Company. d. Any remuneration paid to Non- Executive /Independent Directors for services rendered which are of professional in nature shall notbe considered as part of the remuneration for the purposes of clause (b) above if thefollowing conditions are satisfied: i. The Services are rendered by such Director in hiscapacity as the professional; and ii. In the opinion of the Committee the directorpossesses the requisite qualification for the practice of that profession.
3. Remuneration to Key Managerial Personnel and Senior Management:
a. The remuneration to Key Managerial Personnel and Senior
Management shall consist of fixed pay and may include incentive pay in compliance withthe provisions of the Companies Act 2013 and in accordance with the Company's Policy. b.The Fixed pay shall include monthly remuneration employer's contribution to ProvidentFund contribution to pension fund pension schemes etc. as decided from to time. c. TheIncentive pay shall be decided based on the balance between performance of the Company andperformance of the Key Managerial Personnel and Senior Management to be decided annuallyor at such intervals as may be considered appropriate.
Remuneration Ratio of the Directors/Key Managerial Personnel (KMP)/Employees:
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is furnished hereunder:
|Name ||Designation ||Remuneration paid F.Y.2017-18 (Rs. in lacs) ||% Increase in remuneration from previous year ||Ratio/ Times per Median of employee remuneration |
|1 Mr. Sunil R. Gutte ||Chairman & Managing Director ||60.81 ||- ||23.66 |
|2 Mrs. Sudhamati R. Gutte ||Non- Executive Director ||48.00 ||- ||18.68 |
|3 Mr. Vijay R. Gutte ||Executive Director & CFO ||41.70* ||- ||18.92 |
|4 Mr. Venkataramana Condoor ||Executive Director ||95.29 ||- ||37.08 |
|5 Mr. M N Mohanan ||Executive Director ||47.62** ||- ||38.89 |
|6 Mr. Harshvardhan Kaushik ||Chief Financial Officer ||6.07*** ||- ||16.18 |
|7 Mr. Shrikant C. Rikhe ||Company Secretary ||6.77 ||- ||2.63 |
*Remuneration up to 8th February 2018.
**Remuneration from 10th October 2017 to 31st March 2018.
***Remuneration from 8th February 2018 to 31st March 2018.
1. There is no increase in the median remuneration of employees in the financial year2017-18.
2. There are 538 permanent employees on the rolls of company.
3. There is no increase in the salaries of employees and managerial personnel of thecompany during the financial year 2017-18.
4. Mr. Venkataramana Condoor drawn remuneration of Rs. 94.69 lacs in VAG BuildtechLimited Subsidiary Company during financial year 2017-18.
5. It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.
Number of Board Meetings held
Six meetings of the board were held during the year. For details of meetings of theBoard please refer to the Corporate Governance Report which forms a part of this report.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations2015 the Board has carried out the AnnualPerformance Evaluation of its own performance the Directors individually as well as theevaluation of the working of its committees. The evaluation was done on parameters such asattendance at board meetings and general meetings level of active participation at theboard deliberations strategy formulation and execution resource management contributionand independence of judgment thereby safeguarding the interest of the company etc. andsuch other suggested parameters.
The board also carried out annual performance evaluation of the working of its AuditCommittee Nomination and Remuneration Committee Stakeholder Relationship Committee andCorporate Social Responsibility Committee on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc
The Nomination and Remuneration Committee also carried out the performance evaluationof the Board on the criteria such as attendance at board meetings and general meetingslevel of active participation at the board deliberations strategy formulation andexecution resource management contribution and independence of judgment therebysafeguarding the interest of the company etc.
In a separate meeting of independent directors performance of non independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.The Boardof Directors expressed their satisfaction with the evaluation process.
Development and Implementation of Risk Management Policy
The Board of Directors of the Company has adopted Risk Management Policy the mainobjective of this Policy is to ensure sustainable business growth with stability and topromote a pro-active approach in reporting evaluating and resolving risks associated withthe Company's business. In order to achieve the key objective this Policy establishes astructured and disciplined approach to Risk Management in order to guide decisions onrisk related issues.It has set out risk factors which inter-alia includes External Factorssuch as Economic Environment and Market conditions Political Environment CompetitionRevenue
Concentration and liquidity aspects Inflation and Cost structure
Technology Obsolescence Legal Fluctuations in Foreign Exchange etc. and InternalRisk Factors such as Project Execution Contractual
Compliance Operational Efficiency Hurdles in optimum use of resources QualityAssurance Environmental Management Human Resource ManagementCulture and values etc.detailed framework to deal with key areas of risks encompassing project execution riskregulatory risk inflation risk risk specific to the company etc.
All the Senior Executives under the guidance of Board of Directors has theresponsibility for over viewing management's processes and results in identifyingassessing and monitoring risk associated with organisation's business operations and theimplementation and maintenance of policies and control procedures to give adequateprotection against key risk.
Internal Financial Controls
The Company has in place policy on internal financial controls with reference tofinancial statements and it is adequate and operating effectively.
In pursuance to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism has been uploaded on the website of the Companyatwww.sunilhitech.com.
Anti-Sexual Harassment Policy
The Company has in place an Anti-Sexual Harassment Policy and has constituted anInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. No complaint on sexual harassment wasreceived during the financial year 2017-18.
The Company is required to maintain Cost Records as specified by the Central Governmentunder sub-section (1) of section 148 of the Companies Act 2013 and accordingly suchaccounts and records are made and maintained.
Corporate Social Responsibility (CSR)
The brief outline of the corporate social responsibility (CSR) policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure-B of this report in the format prescribed in the Companies (CorporateSocial Responsibility Policy) Rules 2014. For other details regarding the CSR Committeeplease refer to the Corporate Governance Report which forms part of this report. CSRpolicy of the Company is available on the website of the Company www.sunilhitech.com
The members of the Company have appointed M/s. K.K. Mankeshwar& Co. CharteredAccountants as statutory auditors of the company at the 19th Annual General Meeting of theCompany for a period of five year subject to ratification by members at every annualgeneral meeting to be held thereafter. However due to amendment in the applicableprovisions the ratification of such appointment at every annual general meeting isdispensed with.
The Board of Directors of the Company has appointed M/s. Ujwal P. Loya & Co. CostAccountants as Cost Auditor of the Company for the financial year 2018-19. The Board seeksratification by members resolution for payment of remuneration of Rs. 1 lac plus servicetax and reimbursement of out of pocket expenses at the forthcoming annual general meetingof the Company.
According to the provision of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has obtained Secretarial Audit Report from M/s. Manish Pande & Co. CompanySecretaries which is enclosed as a part of this report in Annexure-C.
The auditor's report does not contain any qualification reservation or adverseremarks.
The secretarial auditor's report does not contain any qualification reservationor adverse remarks.
The Company complies with all applicable secretarial standards.
Particulars of loans guarantees and investments under Section 186 of the Act
The particulars of loans guarantees and investments have been disclosed particularlyin the relevant notes of the financial statements.
Related Party Transactions
The company's related party transactions are entered with its group companies firmsand individuals. The related party transactions are entered into based on considerationsof various business exigencies such as synergy in operations sectoral specialization andthe Company's long-term strategy for sectoral investments optimization of market shareprofitability legal requirements liquidity and capital resources of group companies andbusiness efficiencies. All related party transactions are negotiated on an arm's lengthbasis and are intended to further the Company's interests. A policy on related partytransactions is posted on the website of the company at www. sunilhitech.com. No Material
Related Party Transaction(s) i.e. transaction(s) with a related party exceeding tenpercent of the annual consolidated turnover as per the last audited financial statementswere entered during the year by your
Company. The details of contracts or arrangements or transactions at arm's length basisfor the year ended March 31 2018 in form AOC 2 is enclosed as Annexure-D.
Extract of the annual return
As provided under Section 92(3) of the Act the extract of the annual return inprescribed Form MGT-9 enclosed as a part of this report in Annexure-E.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
Disclosure pursuant to Section 134(3)(M) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 is enclosed as Annexure-F.
Your Directors take this opportunity to express their gratitude for the valuablesupport extended by the customers banks financial institutions investors businessassociates central &state government authorities. Your Directors also appreciate theemployees at all levels for their continued support to the Company. Your Directors believethat with the whole hearted support of employees stakeholders bankers and our valuablecustomers we will continuously excel in the path of success and growth.
|By the order of the Board |
|For Sunil Hitech Engineers Limited |
|Place: Mumbai ||Sunil Ratnakar Gutte ||Sudhamati Ratnakar Gutte |
|Date: 14th August 2018 ||Chairman and Managing Director ||Director |