| Dear members,
The Directors have pleasure in presenting their 80th Annual Report
together with Audited Statement of Accounts for the year ended March
31, 2015:
Current Year Previous Year
2014-15 2013-2014
(Rs. in lacs) (Rs. in lacs)
Total Income 20298.66 11732.39
Profit before Interest &
Depreciation:
Less:
Interest -- --
Depreciation 6.19 3.70
Profit before Tax 2191.49 2349.51
Tax Expenses:
For the current year 750.00 858.65
For the prior year (4.06) 0.10
Deferred Tax (3.23) 1.19
Profit after Tax 1448.79 1489.57
Balance brought forword 4535.06 3045.49
Appropriations:
Transfer to General Reserve -- --
Balance carried to Balance Sheet 5992.58 4543.92
Operations:
The total income of the Company for the year under review is Rs.
20298.66 Lakhs as compared to Rs. 11732.39 Lakhs recorded in the
previous year. Net Profit after tax stood at Rs. 1448.79 Lakhs as
compared to a Net Profit of Rs. 1489.57 Lakhs in the last year.
Future Outlook:
As you are aware that the Company is carrying of business in the field
of engineering projects execution and construction services for infra
structure projects. Your Directors are pleased to inform you that the
Company is in process of implementation of 1980 MW Super Critical
Thermal Power Project at Lalitpur. Distt. Jhansi, in the State of
Uttar Pradesh and received encouraging response and is successfully
executing Enginerring, Procurement and Construction (EPC) servised in
power sector at Distt.Lalitpur (Uttar Pradesh). Your Company is highly
optimistic to improve its order book substantially, by procuring
further Contracts and Orders, in the forthcoming years.
Dividend:
In order to conserve resouces for operational purposes, your Directors
do not recommend any dividend on the equity shares for the year under
review.
Listing of Securities:
The Company's equity shares are listed on BSE Limited. The Annual
Listing fees for the year 2015-2016 have been paid by the Company to
BSE Limited.
Public Deposits:
During he year under review, your Company has not accepted any
deposits under the provisions of Section 73 of the Companies Act, 2013
and the rules made there under, for the time being in force.
Material Events that have occured after the balance Sheet date:
There have been no material changes and commitments affecting
financial position of the Company that have occured between the
balance sheet date and date of this report.
Impacting On Going Concern Status and Company's Operations:
During the period under review, there have been no significant and
material orders passed by any regulators or courts or tribunals.
Impcting the going concern status and Company's operations in future.
Directors:
Cessation
Dur ing this period under review, Mr. Narayan Jee Jha (DIN: 05132153).
Director resigned from the Company on September 29, 2014 and Mr. Shri
Kishan Bhatter (DIN: 06479775), Director resigned with effect from
April 06, 2015.
The Board placed on record its appreciation for the valuable services
rendered by the aforesaid directors.
Retirement by Rotation:
In terms of the Articles of Association of the Company, Mr. Alok Kumar
Gupta, Director retires at the ensuing Annaul General Meeting and
being eligible, offer himself for re-appointment.
Appointment and Re-designation:
Appointment
Pursant to the provisions of Section 161(1) if the Companies Act, 2013
and the Articles of Association of the Company, Mr. Upendra Prasa
(DIN: 01758353) and Mr. Surendra Kumar SHarma (DIN 02911357) were
appointed as Additinal Directors designated as Independent Directors
w.e.f. September 29, 2014 and Ms. Jeanette Luisa Alphonso (DIN:
07145918) as Additional Director designated as Independent Women
Director w.e.f. April 06,2015 and they shall office up to the date of
the ensuing Annual general Meeting. The Company has receives requisite
notices in writing from member(s) proposing Mr. Upendra Prasad, mr.
Surendra Kumar Sharma and Ms. Jeanette Luisa Alphonso for appointment
as Independent Directors.
The Compant has received declarations (as requires) from all the
Independent Directors of the Company confirming that they meet with
the criteria of Independence as prescribed both under sub-Section (6)
of Section 149 of the Companies Act 2013.
Details of Board Meetings
During the year, 5 (Five) number of Board meetings were held, details
of which are given below:
Date of the meeting No. of Directors attended the meeting
30.05.2014 3
13.08.2014 3
29.09.2014 3
13.11.2014 3
12.02.2015 3
Capital Finance:
As on 31st March, 2015, the issued, subscribed and paid up share
capital of your Company stood at Rs. 93,42,900/-, comprising 9,34,290
Equity shares of Rs.10/- each.
The Company has not availed any credit facilities/financial assistance
from amy Financial Institution(s) and/or Banks(s).
Extract of Annual Return:
Pursuant to Section 92(3) of the Companies Act, 2013 ('the Act') and
rule 12(1) of the Companies (Management and Administration) Rules ,
2014, extract of annual return in the prescribed form MGT-9 is annexed
as "Annexure 1".
Holding, Subsidiary and Associate Companies:
During the period inder review the Company has neither any subsidiary
Compan nor is holding Company of any other Company. However, the
Company is having an associate Company namely "Ojas Industries Private
Limited".
Committes of Board
During the period under review, the details of composition of the
various Committees of the Board of Directors (including
re-constitution) are as under:-
A) Audit Committee was reconstituted on 06-04-2015 in pursuance to the
provisions of Section 177 of the Companies Act, 2013 with following
details:
Sl. No. Name Chairperson/Members
1 Mr. Alok Kumar Gupta Chairperson
2 Mr. Surendra Kumar Sharma Member
3 Mr. Upendra Prasad Member
4 Ms. Jeanette Luisa Alphonso Member
During the year, the Committee has met on 30.05.2014, 13.08.2014,
29.09.2014, 13.11.2014 and 12.02.2015.
B) Vigil mechanism Committee was recontituted on 06.04.2015 in
pursuance to provisions of Section 177(9) of the Companies Act, 2013
with following details:
Sl. No. Name Chairperson/Member
1 Ms. Jeanette Luisa Alphonso Chairperson
2 Mr. Alok Kumar Gupta Member
3 Mr. Upendra Prasad Member
During the year, no committee meeting was held.
C) Nomination &Remuneration Committee was reconstituted on 06.04.2015
in pursuance to the provisions of Section 178 of the Companies Act,
2013 with the following details:
Sl. No. Name Chairperson/Member
1 Ms. Jeanette Luisa Alphonso Chairperson
2 Mr. Alok Kumar Gupta Member
3 Mr. Upendra Prasad Member
During the year, the Committee has met on 29.09.2014.
D) Corporate Social Responsibility Committee was reconstituted on
06.04.2015 in pursuance to the provisions of Section 135 of the
Companies Act, 2013 with the following details:
Sl. No. Name Chairperson/Member
1 Ms. Alok Kumar Gupta Chairperson
2 Mr. Upendra Prasad Member
3 Mr. Jeanette Luisa Alphonso Member
During the year, the Committee has met on 12.02.2015.
The Committee has approved te CSR policy and the Budget. The CSR
policy is uploaded on Company's website. Further, the Report on CSR
Activities/Inititiatives is enclosed as "Annexure 2".
E) Securities Transfer Committee was reconstituted on 06.04.2015 as
per the applicable provisions of the Companies Act, 2013 with the
following details:
Sl. No. Name Chairperson/Member
1 Ms. Jeanette Luisa Alphonso Chairperson
2 Mr. Alok Kumar Gupta Member
3 Mr. Upendra Prasad Member
During the year, the Committee had met on 04.10.2014, 13.10.2014,
01.11.2014, 21.11.2014, 09.01.2015, 06.02.2015, 20.02.2015 and
20.03.2015.
F) Finance and Borrowing Committee was recontituted on 06.04.2015 as
per the applicable rovisions of the Companies Act, 2013 with the
following details:
Sl. No. Name Chairperson/Member
1 Ms. Jeanette Luisa Alphonso Chairperson
2 Mr. Alok Kumar Gupta Member
3 Mr. Upendra Prasad Member
During the year, the Committee has met on 31.01.2015.
Directors' Reponsibility Statement
Pursuant to the requirement clause (c) of sub-section (3) of Section
134 of the Companies, Act, 2013. Directors confirm thatL
(a) In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to the material departures;
(b) the directors had selected such accountign policies and applied
them consistently and made judgements and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of the affairs of the company at the end of the financial year and of
the profit of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintanence 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, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively,
(f) the directors had devised proper sytems to ensure compliance with
the provisions of all applicable laws and that such systems were
edequate and operating effectively.
Auditors and Auditors' Report
The member had at the 79th Annual General Meeting held on September
29, 2014 appoved the appointment of M/s R.S. Dani & Co., Chartered
Accountant (Firm Registration No. 000243C as Statutory Auditors of the
Company for the next five (5) financial years. i.e. 2014-2015,
2015-16, 2016-17, 2017-18 and 2018-19.
Pursuant to Rule 3(7) of the Companies (Audit and Auditors) Rules,
2014, the aforesaid appointment needs to be ratified by the members at
the forthcoming Annual General Meeting. Accordingly, on recommendation
of the Audit Committee, the Board of Directors recommends to the
shareholders the ratification of appointment of M/s R.S. Dani & Co.,
Chartered Accountants, as the Statuatory Auditors of the Company to
hold office from the conclusion of this meeting until the conclusion
of the Annual General Meeting to be held for the financial year
2018-19.
A certificate from M/s. R.S. Dani & Co., Chartered Accountants that
their appointment is within, the prescribed limits under Section 141
of the Companies Act, 2014 has been obtained.
The observations and comments given in the report of the Auditors read
together with notes to accounts are self-explantory and hence do not
call for any further information and explanation or comments under
Section 134(3)(f) of the Companies Act, 2013. The report does not
contain any qualification, reservation or adverse or disclaimer.
Secretarial Auditors and their Report
Pursuant to Section 204 of the Companies Act 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014,
M/s Amit Verma & Associated, Company Secretaries were appointed as
Secretarial Auditor of the Company. The Secretarial Audit Report is
annexed remark as "Annexure 3". The report does not contain any
qualification, reservation or adverse remark or disclaimer.
Particulars of Contracts or Arrangements made with related parties
Particulars of contracts or arrangements made with related parties
referred to in Section 188(1) of the Companies Act, 2013, in the
prescribed Form AOC-2, is appended as Annexure 4 to the Board's
Report.
Particulars of Loans, Guarantees or Investments
Details of loans, guarantees and investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
Managerial Remuneration:
A) Details of the ratio of the remuneration of each director to the
median employee's remuneration and other details as requied to Rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
S. Name of Director/ Remuneration of % Increase in
No. KMP and Designation Director/KMP for Remuneration in
and Designation financial year the financial
2014-15 (in Rs.) year 2014-15
1 Mr. Alok Kumar GUpta 43,66,000/- 18%
(Whole-time Director
& CFO)
2 Mr. Upendra Prasad, Nil Nil
Non-Executive Director
3 Mr. Surendra Kumar Nil Nil
Sharma
Non-Executive Director
S. Name of Director/KMP Ratio of remuneration Comparison of
No. and Deignation of each Director/to Remuneration
median remuneration of the KMP
of employees against the
performance of
the Company
1 Mr Alok Kumar Gupta 9.55 The Sales,
(Whole-time Director operating profit
& CFO) & percentage of
gross Profit has
been increased
substantially in
composition to
financial year
2013-14. In view
of the drastic
increase in
company
performance the
management
decide to
increase the
remuneration.
2 Mr. upendra Prasad, Not Not
Non-Executive Director Applicable Applicable
3 Mr. Surendra Kumar Not Not
Sharma Applicable Applicable
Non-Executive Director
Notes:-
i) Median remuneraion of employees of the Company during the financial
year 2014-2015 was Rs. 4,56,937/-.
ii) Median remuneraion of employees of the Company during the
financial year 2013-2014 was Rs. 4,60,680/-.
iii) There were 26 confirmed employees on the rolls of the Company as
on 31st March 2015.
iv) Relationship between average increase in remuneration and company
performance. Average Remuneration increased during the year 2014-2015.
v) Comparison of Remuneration of the Key Managerial Personnel (s)
against the performance of the company:- There was an increase in the
remuneration of Key Management Personnel.
vi) a) Variation in the market capitalization of the company. The
market capitalization as on 31st March 2015 was Rs. 18,3*93,42,900 =
17,09,75,070 (Rs. 17,09,75,070 as on 31st March 2014) [ Market Price
is 18.30 per share taken from BSE site]
b) Price Earning Ratio of the Company was 11.80% as at 31st Match 2015
and was 11.48% as at 31st March 2014.
c) Percentage increase over decrease in the market quotations of the
shares of the company in comparison to the rate at which the company
came out with the last public offer: Not Applicable.
vii) Average percentile ncrease already made in the salaries of
employees other than the managerial personnel in the last financial
year is 13.50% and its comparison with the percentile increase in the
managerial remuneration is 18%.
viii) The key parameters for the variable component of remuneration
availed by the directors are considered by the Board of Directors
based on the recommendations of the Nomination aand Remuneration
Committee as per the Remuneration Policy for Directors, Key Managerial
Personnel and other Employees.
ix) The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year. During fiscal
year 2014-2015, no employee received remuneration in excess of
highest-paid Director.
x) It is hereby affirmed that the remuneration paid is as per the
Remuneration Ploicy for Directors, Key Managerial Personnel and other
Employees.
B) Details of every employee of the Copmany as required pursuant to
rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
During the year under consideration, none of the employee of the
company was in receipt of remuneration in excess of limits prescribed
under clause 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 hence particulars as required under
5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are not given.
Board Evaluation
Pursuant to the provisions of the Companies Act 2013, the Board has
carried out an annual performance evaluation of its own performance,
the Directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration and various Compliance Committee
in professional manner and ethics.
Human Resources
Your Company treats its "human resources" as one of its most important
assets.
Your Company continously invest in attraction, retention and
development of talent on an ongoing basis. From time to time some
training programs(s) that provide focused people attention, are/would
be called up. Your Company thrust is on the promotion of talent
internally through job rotation and job enlargement.
Policies
Policy for determining material subsidiary
During the year ended March 31,2015 the Company does not any material
listed/unlisted subsidiary companies as defined in Clause 49 of the
Listing Agreement, which is not applicable upon the Company as per
SEBI's Circular No:- CIR/CFD/Policy Cell/7/2014 dated 15th September
2014.
Policy on Appointment and Remuneration and other aspects of Directors
and KMP
The Board has, on the recommendation of the Nomination & Remuneration
Committee framed a policy on directors' appointment and remuneration
including criteria for determining qualifications, positive attributes
independence of director and appointment of Directors, Key Managerial
Personnel and Senior Management and their remuneration. The
Shareholders may inspect the same at the registered office of the
Company during business hours on any working day.
Risk Management Policy
The Company has a Risk Management Policy to identify, evaluate
business risks and opportunities. this framework seeks to create
transparency, minimize adverse impact of the business objectives and
enhance the Company's competitive advantage. The business risk
framework defines and reporting. The framework has different risk
models which help in identifying risks trend, exposure and potential
impact analysis at a Company level as also separately for business.
Vigil Mechanism/Whistle Blower Policy
The Company has a Vigil mechanism/Whistle Blower policy in accordance
with Section 177(9) of the Companies Act, 2013. However compliance of
Clause 49 of the Listing agreement is not mandatory for the Company,
the same is still posted on the website of the Company.
Related Party Transaction Policy
Policy in dealing with Related Party Transactions as approved by the
Board is uploaded on the Company's website.
Corporate Social Responsibility (CSR) Policy
Contents of Corporate Social Responsibility Policy in the Board's
report are given in the Report on CSR Activities in Annexure 2 and
also posted on the company's website.
Anti Sexual Harassment Policy
The Company has in place an Anti-Secual Harassment Policy in line with
requirements of Sexual Harassment of workmen at workplace (Prevention,
Prohibition and Redressal) Act, 2013. An internal Committee has been
set up to redress the compliants received regarding sexual harassment
at workplace. All employees including trainess are covered under this
policy.
The following is the summary of sexual harassment complaints received
and disposed of during the current financial year.
Number of Complaints received : Nil
Number of Complaints disposed of : N.A.
Internal Financial Controls
The internal financial controls with reference to the Financial
Statements are commensurate with the size and nature of business of
the Company.
Report on Corporate Governance
As per SEBI's Circular No. CIR/CFD/Policy Cell/7/2014 dated 15th
September 2014, the provisions of Clause 49 of the Lisiting Agreement
are not mandatory, hence no such report is required for the Company.
Conservation of Energy, Technology Absorption and Foreign Exchange
Farnings and Outgo
In view of the nature of activities which are being carried on by the
Company, Disclosure of particulars with respect to conservation of
energy, technology absorption, and foreign exchange earnings and outgo
as required under Section 134(3) (m) of Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014, respectively are
not applicable to the Company.
During the year under review, there was no foreign exchange earnings
and outgo.
Particulars of Employees
As required under the provision of Section 197 of the Companies act,
2013, read with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014 in respect of employeed of the
Company is not given, as there were no employees drawing remuneration
beyond the prescribed limit under the above referred provisions.
Dematerialisation of the Securities
Your Directors are pleased to inform the investors that the Company
has already obtained electronis connectivity for dematerialisation of
its securitis and the International Securities Identification Number
(ISIN) alloted to the Equity Shars of the Company by the Central
Depository Services (India) Limited (CDSL) as well as by the National
Securities Depository Limited (NSDL), for availing the depository
servisec with any of the Depository Participants registered with CDSL
is INF134R01013. Therefor, the investors may opt for dematerialisation
of securities of the Company and avail the depository services.
Acknowledgement
Your Directors wish to place on record their sincere appreciation of
the assistance and support extended by customers, financial
institutions, banks, vendors, Government and other associated (as the
case may be) with the activities of the Company. Your DIrectors
acknowledge with gratitude the encouragement and support by our valued
shareholders.
Sd/- Sd/-
Alok Kumar Gupta Jeanette Luisa Alphonso
Place: Noida (Whole-Time Director & CFO) (Director)
Date: June 29, 2015 (DIN: 06555961) (DIN: 07145918) |