DIRECTORS' REPORT Dear Members, The Directors of your Company have pleasure in presenting the Annual Report on Accounts for the Financial Year ending 31st March 2015. OPERATIONS AND FUTURE OUTLOOK During the year under consideration, the turnover of the Company was higher at Rs.1527.74 lac as compared to a turnover of Rs.1004.66 lac during the previous year. The Company also earned a net profit of Rs.112.35 lac during the year as against Rs.36.97 lac during the previous year. The Central Government has recently taken new initiatives during the last one year to give a boost to the Real Estate and Construction Sector. A sum of Rs.1.00 lac crore approx. is being allocated for development of 100 smart cities and 500 rejuvenated cities, and mission Housing for all. Tax benefits are being introduced to bring in FDI and Local investments in the sector. These initiatives are giving a thrust to the Construction Sector. The Company has been awarded new jobs worth Rs.50 crore approx. by Government Departments. The Company has executed jobs worth Rs.13 crore approx. out of the above till 31.03.2015 and the balance work is to be executed during the current year. Besides, the Company has also submitted fresh tenders worth Rs.70 crore approx. which will also substantiate the turnover. Barring unforeseen circumstances, we expect to achieve a turnover of Rs.50 crore approx. during the current year 2015-16. SEGMENT REPORT Your Company has a number of activities in its fold. Its primary business activities include Construction and Engineering, Real Estate, Information Technology and Trading. The Company is registered with various Government Bodies like Uttranchal PWD (B&R), HP PWD (B&R), Haryana PWD (B&R) and PUDA as class-1 contractors. This segment presently has the largest share of revenue and profits in the performance of the Company. This segment also provides consultancy in the field of civil engineering and preparation and award of claims. The Infotech Division of the Company undertakes activities of an Internet Service Provider in Punjab Telecom Circle including Punjab, Chandigarh, Panchkula and parts of Haryana and Himachal Pradesh. The other important segment of activities of your Company is Development and Sale of Real Estate. As stated above, the Central Government is taking new initiatives to give a boost to the Real Estate Sector. Though the market growth in housing sector in Northern Region of the Country is presently low, however, it is likely to pick up in due course of time. A breakup of the segment-wise performance is given in the 'Notes on Accounts' which forms a part of the Balance Sheet. FINANCIAL STATUS There is no change in the 'Issued and Subscribed Capital' of r15,18,83,720, divided into 1,51,88,372 equity shares of r10/-each, during the year. There are no equity shares with differential rights or sweat equity or ESOP or scheme of purchase of Company shares by employees or their trustees. MATERIAL CHANGES AND COMMITMENTS.IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY There are no material changes which occurred subsequent to the close of the financial year to which the Financial Statements relate and upto the date of report. CORPORATE SOCIAL RESPONSIBILITY AND GOVERNANCE COMMITTEE During the year, your Directors have constituted a Corporate Social Responsibility and Governance Committee (CSR&G Committee) comprising Shri R K Garg as its Chairman, Shri H K Singhal and Shri S S Dawra as other members. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken within the framework of the CSR Policy and recommending the amount to be spent on CSR activities. Since the Company does not have net profits in any financial year in accordance with Section 197/ 198 of the Companies Act, 2013, the Company is not required to undertake any activity under CSR Rules. SUBSIDIARY COMPANY There is no subsidiary Company reportable under Section 129(3) of the Companies Act, 2013. DIVIDEND Keeping in view the business commitments, your Company has decided not to declare any dividend for the year 2014-15. FIXED DEPOSITS The Company has not accepted any fixed deposits during the year under review. The Company has complied with the directives covered under Chapter V of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules, 2014 (as amended) as applicable, with regard to the deposits accepted. There are no unpaid or unclaimed deposits of any previous years. CORPORATE GOVERNANCE REPORT- DISCLOSURE REQUIREMENTS The Company is continuously taking steps to attain higher levels of transparency, accountability and equity in order to enhance customer satisfaction and stakeholders' value. The Company not only complies with the regulatory requirements but is also responsive to the stakeholders' as well as customers' needs. The Company already has an Audit Committee, a Stakeholder Relationship Committee and Nomination and Remuneration Committee duly constituted by the Board to look after various activities. The Corporate Governance practices followed by the Company are enclosed as Annexure to this report. EXTRACT OF THE ANNUAL RETURN The extract of the annual return as provided under Section 92(3) of the Act, in Form No. MGT-9, which forms part of the Board's DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to Section 134(5) of the Companies Act, 2013, the Directors' confirm that : a. in the preparation of the annual accounts for the year ending 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. the Directors had 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 at the end of the financial year and of the profit and loss of the company for that period; c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. the Directors had prepared the annual accounts on a going concern basis; and e. the Directors in the case of a Listed Company had laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively. f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY The internal control systems and processes of the Company cover operational efficiency, accuracy and promptness in financial reporting, compliance with laws and regulations and development of mature, disciplined and effective processes. The processes are also designed to meet the goals of cost, schedule, functionality and quality, thus resulting in higher levels of customer satisfaction. DIRECTORS AND KEY MANAGERIAL PERSONNEL A) Changes in Directors and Key Managerial Personnel Since the last Annual General Meeting, following changes have taken place in the Board of Directors. - Shri S S Virdi has been appointed as a Director on 13.11.2014 in place of Shri Ram K Gupta - Shri S S Dawra has resigned as a Director on 15.12.2014 - Smt. Manju Lakhanpal has been appointed as an Independent Director on 14.03.2015. Your Directors place on record their appreciation of the valuable guidance rendered by Shri S S Dawra and Shri Ram K Gupta during their association with the Company Pursuant to the provisions of Section 149 of the Act, Shri S S Dawra, Shri Vijay G Kalantri and Shri Kanwarjit Singh were appointed as Independent Directors at the Annual General Meeting of the Company held on 30th September, 2014. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of Independence as provided in Section 149(6) of the Act and there has been no change in the circumstance which could affect their status as Independent Director during the year. As per the provisions of Companies Act, 2013, Shri Sanjay Garg, Director, retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for reappointment B) Declaration by an Independent Director(s) and reappointment, if any A declaration by Independent Directors stating that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been taken at the time of their appointment. C) Formal Annual Evaluation of Board The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India ("SEBI") under Clause 49 of the Listing Agreements ("Clause 49"). The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as composition of committees, effectiveness of committee meetings, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors, The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its committees and individual directors was also discussed. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS During the year under review, 4 Board Meetings were held, one each on 30th May 2014, 14th August 2014, 13th November 2014 and 14th February 2015. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the Directors' Report. AUDIT COMMITTEE The Audit & Compliance Committee comprises of two nonexecutive Independent Directors viz. Shri S S Virdi, Shri Kanwarjit Singh and Shri H K Singhal. During the year, the committee held four meetings. Other details of the Audit Committee are included in the Corporate Governance Report which forms part of this report. The Board had accepted all recommendation of the Audit Committee. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES The Company has formulated and published a Whistle Blower Policy to provide vigil mechanism for employees including Directors of the Company to report genuine concerns. The provisions of this Policy are in line with the provisions of Section 177(9) of the Act and the revised Clause 49 of the Listing Agreement. There are no cases reported during the year. NOMINATION AND REMUNERATION COMMITTEE The committee has been constituted to review and recommend compensation payable to the whole-time directors including Chairman and senior management of the Company. The committee reviews the overall compensation structure and policies of the Company with a view to attract, retain and motivate employees, reviewing compensation levels of the Company vis-a-vis other Companies and industry in general. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 There were no Loans/ Guarantee given and Investments made by the Company during the year.. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) rules 2014, including certain arms length transactions under third proviso thereto have been disclosed in the financial statements and are enclosed in Form No. AOC-2 and the same forms part of this report. (Annexure-1) RISK MANAGEMENT POLICY The Board of the Company has formed a Risk Management Committee to frame, implement and monitor the Risk Management plan for the Company. The impact of various risks on the Company, and the steps taken to mitigate the same has been discussed in the Report on Management Discussion & Analysis annexed with this report. (Annexure 5) AUDITORS As per the Provisions of Section 139 of Companies Act, 2013, M/s S.C. Dewan & Co., Chartered Accountants, were appointed as Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the calendar year 2017(subject to ratification of their appointment at every AGM). The Company has received a certificate from them pursuant to Companies (Audit & Auditors) Rules 2014 read with Section 139 & 141 of the Companies Act, 2013, confirming their eligibility for reappointment, and that they were not disqualified for reappointment. AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT The Auditors' Report and Secretarial Auditors' Report do not contain any qualifications, reservations or adverse remarks. Report of Secretarial Auditor is attached as an annexure which forms part of this report. (Annexure-2) LISTING OF SHARES We had filed application with Mumbai Stock Exchange (BSE) on 19.01.2015 for Listing of equity shares of the Company. We are pleased to inform that BSE has granted in principle approval for listing of its securities with them vide their letter no.DCS\DL-UZ\IP\956\2014-15 dated 19/02/2015. BSE subsequently granted listing and trading permission vide their notice no.20150507-33 dated 7th May 2015 effective from 11th May 2015. DEMATERIALISATION The equity shares of your Company are to be compulsorily traded in dematerialized form. As on 31.03.2015, a total of 15101140 equity shares, representing 99.43% of equity share capital have been dematerialized. INSURANCE All the assets of the Company have been adequately insured. PARTICULARS OF EMPLOYEES Relations with the employees during the period under review continued to be peaceful and harmonious. MANAGERIAL REMUNERATION The information required under Section 197 of the Act read with rule 5 of the Companies (Appointment and remuneration of managerial personnel) rules 2014 is enclosed with this report. (Annexure-3) INDUSTRIAL RELATIONS Industrial relations continued to be cordial during the year under review. HEALTH, SAFETY & ENVIRONMENT PROTECTION Our Company has complied with all the applicable health &Safety standards, environment laws and labour laws and has been taking all necessary measures to protect the environment and provide workers a safe work environment. Our Company is committed for continual improvement in Health & Safety as well as Environmental performance by involving all the employees to provide a Safety & healthy work environment to all its employees DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHOBITION AND REDRESSAL) ACT, 2013 The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2014-15, the Company has not received any complaint on sexual harassment and hence no complaints remain pending as on 31st March, 2015. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is not applicable as the Company did not have any manufacturing facility during the period under consideration. There were no foreign exchange earnings/ outgo during the period. ACKNOWLEDGEMENT Your Directors acknowledge with gratitude the assistance, cooperation and support received by the Company from the Banks, Statutory/ Govt. Bodies, Customers and Shareholders of the Company. For and on behalf of Board H.K. SINGHAL Director Din-00044328 AVINASH SHARMA Executive Director DIN-02371722 Place: Chandigarh Date: 18.05.2015 |