Directors' Report To The Members, Your directors have pleasure in presenting the 23rd Annual Report together with the Audited Statements of Accounts of the Company for the financial year ended 31st March, 2015: 2. Operations, State of Company's affairs and Future Outlook: After starting the new activities i.e. Engineering Services (Erection, commissioning, supervision, project drawing and designing services) and trading of fabricating material, equipment parts and other items etc., the overall growth of the company is good and encouraging since its re-establishment. In the current year 2014-15, the Company has earned the total revenue from operation x 582.16 Lacs against the previous years x 463.07 Lacs, which reflects the growth of 26%. The overall growth of the Company is encouraging and same will further improve in the ensuing years because the Company has sufficient work order for Erection and Commissioning in hand at different locations in India and Nepal, which will be executed in the ensuing financial year. The net profit after tax of the company is x 52.86 Lacs, x 42.36 Lacs and x 29.65 Lacs in the year 2012-13, 2013-14 and 2014-15 respectively. Due to these and other substantial factors, the accumulated losses of the company have been minimized and the net worth of the company has become positive. All the above factors reflects that the management is serious and hopeful to achieve better results in the ensuing years with new business activities. We further inform that there is no change in the business activities of the company in the current financial year. 3. Dividend: No dividend has been recommended by the Directors this year and consequently no amounts have 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 of the amount available for appropriation and an amount of loss x 34.96 Lacs to be retained 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 year 2014-15. 6. Deposits: The company has not accepted any deposits from the public during the year and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet. 7. Directors: As per the provisions of Section 152 of the Companies Act, 2013, Sh. Akshay Chandra, Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment. The Board recommends his re-appointment. Smt. Prakriti Chandra has been appointed as Additional Directors on 25th March, 2015. As per the provisions of Section 161(1) of the Companies Act 2013 and provisions of Articles of Association of the Company, Smt. Prakriti Chandra hold office only up to the date of this Annual General Meeting of the Company, and are eligible for appointment as Director. The Company has received notice under Section 160 of the Act, in respect of the candidate, proposing her appointment as Non-executive Director of the Company. Resolutions seeking approval of the members for the appointment of Smt. Prakriti Chandra as Non-executive Director of the Company has been incorporated in the Notice of the forthcoming AGM along with brief details about her. The notice convening the Annual General Meeting includes the proposal for appointment of Directors. Further, your Company has also received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of Independence as prescribed under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. 8. Board Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the valuation of the working of its various committees as per the criteria of evaluation provided in the Nomination, Remuneration and Evaluation Policy adopted by the Company. The performance evaluation of Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and the Board as a whole was carried out by the Independent Directors. 10. Meetings of the Board: The Board of Directors of your company met 9 times during 2014-15. The meetings were held on 29-042014, 22-05-2014, 30-05-2014, 14-08-2014, 28-08-2014, 14-11-2014, 14-02-2015, 09-03-2015 and 25-032015. The intervening gap between the 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 by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence 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 in Annexure 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 on 31st March, 2015. 14. Corporate Governance: Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the company has implemented the code of Corporate Governance during the year. The reports on Corporate Governance together with Compliance Certificate on the same are attached to this report. 15. Management's Discussion and Analysis Report Management's Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. 16. Directors' Responsibility Statement: In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the directors hereby confirm that: i) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standard have been followed and there are no material departures; ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2015 and of the profit of the Company for the period from 1st April 2014 to 31st March 2015; iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; 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 and such internal financial controls are adequate and operating effectively; and vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 17. Contract and arrangements with Related Parties: All contracts/arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on the arm's length basis. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material in accordance with the Policy on materiality of related party transactions and on dealing with related party transactions. Your Directors draw attention of the members to Note 26(i) to the financial statements which set out related party disclosures pursuant to clause 32 of the listing agreement. 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 in Annexure II in Form AOC-2 and the same forms part of this report. 18. Auditor and Auditors' Report: M/s Jayant Bansal & Co., Chartered Accountants, Ambala Cantt, Statutory Auditor of the company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment for another term. As required under the provisions of section - 139(1) of the Companies Act, 2013, the company has received a written consent from M/s Jayant Bansal & Co., Chartered Accountant to their appointment and a certificate, to the effect that their re-appointment, if made, would be in accordance with the Act and the Rules framed there under and that they satisfy the criteria provided in section- 141 of Companies Act, 2013. The Board recommends their appointment for the financial year 2015-16. There are no qualifications or adverse remarks in the Auditor's Report which require any clarification/explanation. The notes on financial statements are self-explanatory, and needs no further comments. Further auditor's report for the financial year ended 31st March, 2015 is given as an annexure which forms part of this report. 19. Cost Auditors: The Board has appointed M/s K. K. Sinha & Associates, Cost Accountants (Firms Regd, No 100279), 3396, Sector -46C, Chandigarh - 160047, as cost auditors to conduct the audit of cost accounting records for its Erection and Commissioning activities for the financial year 2014-15. The Company submits its Cost Audit Report with the Ministry of Corporate Affairs with in the stipulated time period. 20. Secretarial A uditors: The Board has appointed M/s J. P. Jagdev & Co., Company Secretary to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith as Annexure III to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. 21. Corporate Social Responsibility (CSR): The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it 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, implement and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. 23. Internal Control System and their adequacy: The company has adopted adequate system of internal control commensurate with the size of the company and the nature of its business. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorized use or losses executing transactions with proper authorization and ensuring compliance of corporate policies. The company has an audit committee, the details of which are provided in the Corporate Governance Report. The audit committee reviews the internal control system and follows up on the implementation of corrective actions, if required. The committee also meets the company's statutory auditors to ascertain, interalia their views on the adequacy of internal control system in the Company and keeps the Board of Directors informed of its major observations from time to time. The management also regularly reviews the utilization of fiscal resource, compliance with law, efficiencies, so as to ensure optimum utilization of resources and achieve better efficiencies. 24. Visit Mechanism Policy: The Company has a vigil mechanism policy which also incorporates a whistle blower policy in line with the provisions of the Section 117(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges, which deals with the genuine concerns about unethical behaviour, actual or suspected fraud and violation of the Company's Code of Conduct and ethics. 25. Committees of Board: The Board of Directors of your Company had already constituted various committees in compliance with the provisions of the Companies Act, 2013 and Listing Agreement viz. Audit Committee, Nomination and Remuneration Committee, Shareholder's/Investor's Grievances Committee, Risk Management Committee. All decisions pertaining to the constitution of committees, appointment of members and fixing the terms of reference / role of the Committees are taken by the Board of Directors. Detail of the role and composition of Committees, including the number of meetings held during the financial year and attendance at meetings, are provided in the Corporate Governance Report section of the Annual Report, which forms part of this report. 26. Conservation of Energy, Technology absorption and foreign exchange earning and outgo: 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 been carrying on any manufacturing activities, hence this information is not applicable on the company during the year under review. Technology absorption, adaption and innovation: The Company always adopted latest technologies for improving the performance and quality of its 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 Development work during the year under review. However, the company has adopted/reviewed the methods for improving the performance and quality of its services on regular basis. Foreign Exchange Earnings and Outgo: The Company directly did not spend any foreign exchange 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 the information related to foreign exchange earnings and outgo is pertained to Nepal branch only. 27. Nomination, Remuneration and Evaluation Policy: The Nomination, Remuneration and Evaluation Policy recommended by the Nomination and Remuneration Committee is duly approved by the Board of Directors of the Company and the same are provided in the Corporate Governance Report section of the Annual Report, which forms part of this report. 28. Human Resources: Your Company treats its "human resources" as one of its most important assets and has taken continuous efforts to set up and maintain an efficient work force. The company is continuously taken steps towards maintaining a low attrition rate which it believes shall be achieved by investing in learning and development programmes for employees, competitive compensation, creating a compelling work environment, empowering employees at all levels as well as a well-structured reward and recognition mechanism. 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 Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. 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 the following 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 or Tribunals which impact the going concern status and Company's operations in future. ii) No Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report. 2. The provisions of Section 125(2) of the Companies Act, 2013 related with transfer of unclaimed dividend to Investor Education and Protection Fund do not apply to the Company as there was no dividend declared and paid in previous years and there is no unclaimed dividend. 3. Equity Shares: • No issue of equity shares with differential rights as to dividend, voting or otherwise during the year under review. • The Company has not bought back any of its securities during the year under review. • No Bonus shares were issued during the year under review. • No issue of shares (including sweat equity shares) to employees of the Company under Stock option Scheme during the year under review. • No Shares outstanding under the head Shares Suspense Account/Unclaimed Suspense Account at the beginning and end of the year under review. 32. Listing with Stock Exchanges: The stocks of the Company are listed on Delhi Stock Exchange, Stock Exchange Mumbai, Stock Exchange Ahmedabad and Jaipur Stock Exchange. We further confirm that the Company has paid the Annual Listing Fees regularly where the Company's Shares are listed except Jaipur Stock Exchange which is outstanding since long. 33. Acknowledgements: Your directors wish to place on record their gratitude for the valued support and assistance extended to the Company by the Shareholders, Banks and Government Authorities and look forward to their continued support. Your directors also express their appreciation for the dedicated and sincere services rendered by the Executives, Officers and Employees of the Company. By Order of the Board of Directors (SUNIL CHANDRA) Managing Director DIN:01066065 Place: Yamunanagar Dated: 28-08-2015 |