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Era Infra Engineering

BSE: 530323|NSE: ERAINFRA|ISIN: INE039E01020|SECTOR: Infrastructure - General
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Directors Report Year End : Mar '15    « Mar 14
Dear Members,
 
 The Directors have pleasure in presenting the 25th Annual Report
 together with Audited Statement of Accounts of the Company for the year
 ended 31st March, 2015.
 
 FINANCIAL RESULTS:
 
 The Summarized financial results of the Company for the year under
 review are as below:
 
                                                            (Rs, in Lacs)
 
 Particulars                           Year Ended           Year Ended
                                 31st March, 2015     31st March, 2014
 
 Total Income                         1,73,950.57          2,68,964.30
 
 Profit (Loss) before 
 depreciation & tax                    (44,255.45)          (37,533.12)
 
 Depreciation                           19,793.72            13,073.95
 
 Profit (Loss) before tax & 
 Extra Ordinary Items                  (64,049.17)          (50,607.07)
 
 Exceptional Items                       1,560.77            26,700.64
 
 Profit(Loss) before tax               (65,609.94)          (77,307.71)
 
 Provision for tax
 
 - Current Tax                              -                   -
 
 - Deferred Tax                             -               (26,922.06)
 
 - MAT Credit/Fringe 
 Benefit Tax                                -                    -
 
 - Tax adjustment for 
 earlier years                              79.45                -
 
 Profit (Loss)after tax                (65,689.39)          (50,385.65) 
 
 Proposed Dividend together 
 with Tax thereon                           -                    -
 
 Transfer to General Reserve                -                    - 
 
 Transfer to Debenture 
 Redemption Reserve                         -                    -
 
 Surplus (Deficit) carried 
 to Balance Sheet                      (23,685.24)           55,189.73
 
 
 FINANCIAL PERFORMANCE
 
 The turnover of the Company for the year ended 31st March, 2015,
 reported a decline of 35.33 % to Rs, 1,73,950.57 lacs from Rs, 2,68,964.30
 lacs in the previous year.
 
 Loss before depreciation and taxation was Rs, 44,255.45 lacs and after
 providing Rs, 19,793.72 lacs towards depreciation, Rs,1,560.77 lacs towards
 Exceptional Item on account of Foreign Currency Fluctuation Loss and Rs,
 79.45 lacs towards Tax adjustment for earlier years, the net loss
 amounts to Rs, 65,689.39 lacs.
 
 BUSINESS PERFORMANCE
 
 Era Infra Engineering Limited (EIEL), principally being a major EPC
 player was directly impacted due to the stress in the construction and
 infrastructure sector starting from F.Y. 2011-12 onwards. The company
 strongly faced the stress in the initial years wherein several key and
 most of small players shut down their operations. However company
 started facing crises due to continued slump in the construction and
 infrastructure sector, severely effecting the operations of the
 company, compounded with few of EIEL road projects getting considerably
 affected on account of delay in availability of land and environmental
 clearance which resulted in significant cost escalation thereby putting
 additional pressure on the financials of EIEL.
 
 Besides, company faced severe pressure on its operational cash flow and
 liquidity attributable to several external factors such as Slowdown in
 Infrastructure Sector, Decline in turnover and operating margins, Cash
 flow mismatch due to elongated Working Capital Cycle, Lack of adequate
 Working Capital - shortfall arising out of undisbursed/untied WC
 facilities, Increase in borrowing costs, thereby causing Company to
 approach for Corporate Debt Restructuring (CDR).
 
 The Company is under Corporate Debt Restructuring. Though we are
 working towards steering the Company out of the framework of CDR, order
 intake remains sluggish, since many of the stalled projects are yet to
 be kick-started. Projects already awarded are generally progressing
 slowly due to various continuing problems on ground, which remain
 unresolved over a period of time leading to cost escalations which
 remain unpaid. All these factors combined, have led to a vicious cycle
 culminating in a pile up of debt and high consequential costs.
 
 Your management has been striving hard and taking all efforts in
 ensuring repayment of interest due to CDR lenders. During the period
 under review the Company focused on realizing long pending receivables,
 arbitration awards, retention moneys.  Further also the Company will
 have to continue focusing as before on sharply optimizing costs,
 improving productivity and systematically monetizing its non-key assets
 for overcoming the liquidity crisis. Our key priority is to deliver
 projects held up due to working capital shortage and sites that need to
 be expeditiously concluded. The Company is now concentrating on bidding
 projects relating to its core competency as also projects with high
 yielding margins.
 
 With the Government''s helping hand and positive attitude we look
 forward to a phased economic revival and boosting of business
 confidence due to hard policy decisions. We are hoping the government
 will come up with a clear cut road-map for implementing the policies.
 The upturn in sentiment means roads, ports and power projects will get
 on-stream. In addition to this, there will also be expediting of
 stalled infrastructure projects, revival of investment climate and
 sorting of infrastructure clearances. The government is expected to
 provide an environment conducive for growth investments, with major
 reforms in infrastructure sector, enabling all-round growth.
 
 Despite of the above said constrains, the Gross Order Book of Company
 as at 31.03.2015 is maintained at Rs, 15,936.43 Crores across sectors, to
 be implemented over a period of next two to three years. All ongoing
 projects are monitored on a regular basis by the senior management
 based at Noida offices. The company has aggressively invested in an
 in-house ERP system, which encompasses different areas of efficient
 construction management with greater efficiency, accuracy and
 predictability.
 
 The Company is professionally managed with well-qualified and
 experienced personnel in all areas including engineering, finance and
 administration combined with a full-fledged Enterprise Resource
 Planning (ERP) and MIS system. As on 31st March, 2015, the Company has
 on its roll approximately One Thousand Six Hundred employees.
 
 A few of recent Infrastructure projects (including Social Infra)
 secured by the company from prestigious clients in Public/ Private
 Sectors are as follows:
 
 1.  Construction of New Integrated Terminal Building at VSI Airport,
 Port Blair from Airport Authority of India, Port Blair.
 
 2.  Four Lining with paved side shoulders of Doral Kaplan to
 Punjab/Haryana border section of NH-71 (New) NH No. 52) from Km 211.390
 to Km 238.695 in the state of Punjab on EPC mode under NHDP-IV from
 PWD, MORTH, Punjab.
 
 3.  Construction of New Paid Ward including Associated Works, operation
 & Maintenance during defect Liability period in AIIMS campus, Ansari
 Nagar, New Delhi for AIIMS, New Delhi from HSCC (India) Limited, New
 Delhi.
 
 4.  Assembly Hanger for Overhaul at HAL, SED, Sunbed, Kaput (O) i/c
 Water Supply, Sanitary Installation, Drainage, Development Works,
 Internal Electrical Installations, Cranes, Mechanical Works, HVAC
 System, Fire Fighting System, Fire Alarm System, Substation building
 and Under Ground Sump from CPWD, Kaput.
 
 5.  Rehabilitation and up gradation of NH-216 from Km. 3.800 to km
 90.460 (Raigarh to Saraipalli Section) in the State of Chhattisgarh to
 two-lanes with paved shoulders under NHDP-IV on EPC basis by Ministry
 of Road Transport & Highways from PWD, MORTH, Raigarh.
 
 Presently the company operates through two strategic divisions:
 
 A) EPC Division (National & International)
 
 This division is in a growth phase, the order book position has
 improved considerably over the years and it has bagged orders from
 prestigious clients like NHAI, NTPC, Airport Authority of India, Delhi
 Metro Rail Corporation Limited, Naya Raipur Development Authority etc.
 The division''s business extends across major sectors of infrastructural
 growth and it broadly encompasses Roads/ Highways, Power, T&D, Metro,
 Aviation, Social Infra, Industrial Refinery.
 
 B) Equipment Management Division:
 
 This Division was set up to cater to the growing in-house and external
 demand for a wide range of construction machinery and to make revenue
 by using the equipment''s in most efficient manner and further to provide
 the strength to internal execution. The division''s large Equipment Bank
 spans machinery for diverse uses and includes Cranes/ Material Handling
 Equipment, Pilling Equipment, Aerial Platform & Boom Lifts, Motor
 Graders etc.
 
 DIVIDEND
 
 In view of the losses, your Directors do not recommend any dividend for
 the year ended March 31, 2015.
 
 MATERIAL CHANGES
 
 There are no material changes and commitments, affecting the financial
 position of the company between the end of financial year of your
 company and the date of this Report.
 
 PUBLIC DEPOSITS
 
 Your Company has not accepted any deposits from the public or its
 employees during the year under review. The details of loans and
 advances, which are required to be disclosed in the annual accounts of
 the Company pursuant to Clause 32 of the Listing Agreement with the
 Company, are furnished separately.
 
 DIRECTORS
 
 Since date of last report, Ms. Chetna Kumar, Mr. Kuldeep Kumar Khanna,
 Ms. Vandana Kaushik, Mr. Mast Ram were appointed as Independent
 Directors on 10.03.2015, 30.05.2015, 15.10.2015 & 02.12.2015
 respectively. Whereas, Mr. Abhay Kumar Singh was appointed as Nominee
 Director of the Company on 10.03.2015. Further, Mr. Shiv Dayal Kapoor,
 Mr. Arvind Pande, Mr. Abhay Kumar Singh, Mr. Kuldeep Kumar Khanna, Ms.
 Chetna Kumar, Mr. S. D. Sharma & Ms. Vandana Kaushik have resigned from
 post of Directorship of the Company w.e.f. 22nd March, 2015, 30th May,
 2015, 25th August, 2015, 25th August, 2015, 10th September, 2015, 11th
 September, 2015 & 02nd December, 2015 respectively.
 
 As per the provisions of the Companies Act, 2013, Independent Directors
 are eligible to hold office for a term upto five consecutive years and
 are eligible for re-appointment for the second term on passing special
 resolutions by the Company.  During their tenure, they will not be
 liable to retire by rotation. The Company has received from all the
 Independent Directors consents for their appointment and declarations
 confirming that they meet the criteria of independence as envisaged
 under the Companies Act, 2013 and Listing Agreement.
 
 Notices under Section 160 of the Companies Act, 2013 have been received
 from members proposing their candidature along with requisite deposits.
 Accordingly, in terms of Section 149(10) read with Schedule IV of the
 Companies Act, 2013, the Board recommends the appointment of the Mr.
 Mast Ram as Independent Director from 30th December, 2015 till 29th
 December, 2020 and shall not be liable to retire by rotation during his
 tenure. In accordance with the provisions of the Companies Act, 2013,
 Mr. T.D. Arora, retires by rotation at the forthcoming Annual General
 Meeting and being eligible, offers himself for re- appointment.
 
 Brief resumes of these directors proposed to be appointed/ re-appointed
 and other relevant information have been furnished in the Notice
 convening the Annual General Meeting. Appropriate resolutions for their
 appointment / re-appointment are being placed for approval of the
 members at the Annual General Meeting.
 
 AUDITORS & AUDIT REPORT:
 
 STATUTORY AUDITORS
 
 M/s. G.C. Sharda & Co., Chartered Accountants, have resigned as
 Statutory Auditor of the Company w.e.f. 16.09.2015. Further company has
 received Consent letter from M/s. S S Kothari Mehta & Co., Chartered
 Accountants (FRN : 000756N) to act as Statutory Auditors of the
 Company. The Board of Directors of the Company has pursuant to S.
 139(8) of Companies Act, 2013 appointed in casual vacancy, M/s. S S
 Kothari Mehta & Co., Chartered Accountants as Statutory Auditors of the
 Company w.e.f. 02.12.2015 to hold the office till the ensuing General
 Meeting of the Company.
 
 As per the terms of provisions of S. 139(8) of Companies Act, 2013,
 Statutory Auditor appointed in Casual Vacancy is required to be
 approved by members of the Company in a General Meeting held within
 Three months from the date of their appointment.  Accordingly, it is
 proposed for the members of the Company to take note and approve the
 appointment of M/s. S S Kothari Mehta & Co., Chartered Accountants to
 act as Statutory Auditors of the Company till ensuing 25th Annual
 General Meeting of the Company, where after their appointment for a
 term of five years from the conclusion of 25th Annual General Meeting
 until the conclusion of the 30th Annual General Meeting of the Company,
 subject to ratification by shareholders at each annual general meeting.
 
 
 The Company has obtained necessary certificate under section 141 of the
 Companies Act, 2013 from the auditor conveying their eligibility for
 the above appointment. The Audit Committee and the Board reviewed their
 eligibility criteria, as laid down under section 141 of the Companies
 Act, 2013 and recommended their appointment as auditors for the above
 said period.
 
 The Auditors'' Report does not contain any adverse remark or
 qualification hence the same do not call for further information or
 explanation. The Notes on Accounts referred to in the Auditors'' Report
 are self-explanatory and therefore do not call for any further
 comments.
 
 SECRETARIAL AUDITOR
 
 As per provisions of Section 204 of the Act, the Board of Directors of
 the company appointed M/s. SKP & Co., Practicing Company Secretaries
 (C.P. No.: 6575), as Secretarial Auditors for the purpose of auditing
 the Secretarial activities of the Company for the financial year
 2014-15. The Secretarial audit report issued by the said auditors in
 form MR-3 has been annexed to this report as ''Annexure 6''. The report
 is self-explanatory and do not call for any further comments.
 
 On the observations made in the Secretarial Audit Report, the proper
 steps are being taken by the Management so as to comply with the
 provisions.
 
 COST AUDITOR
 
 As per the Cost Audit Orders, Cost Audit is applicable to the
 Construction business of the Company for the FY 2014-15.
 
 In view of the same and in terms of the provisions of Section 148 and
 all other applicable provisions of the Companies Act, 2013, read with
 the Companies (Audit and Auditors) Rules, 2014, M/s. MS & Co., Cost
 Accountants (FRN. 102592) have been appointed as Cost Auditors to
 conduct the audit of cost records of your company for the financial
 year 2014-15.
 
 Your Company has submitted its Cost Audit Report with the Ministry of
 Corporate Affairs.
 
 INTERNAL AUDITOR, INTERNAL AUDIT & CONTROLS
 
 The Company continues to engage M/s. P.C. Bindal as its Internal
 Auditor. During the year, the Company continued to implement their
 suggestions and recommendations to improve the control environment.
 Their scope of work includes review of processes for safeguarding the
 assets of the Company, review of operational efficiency, effectiveness
 of systems and processes, and assessing the internal control strengths
 in all areas. Internal Auditors findings are discussed with the process
 owners and suitable corrective actions taken as per the directions of
 Audit Committee on an ongoing basis to improve efficiency in
 operations.
 
 WHISTLE BLOWER/VIGIL MECHANISM
 
 As per the provisions of Companies Act, 2013, every Listed Company
 shall establish a vigil mechanism (similar to Whistle Blower mechanism
 as specified under the non-mandatory requirements of clause 49 of
 Listing Agreement executed with Stock Exchanges). In pursuance of the
 provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil
 mechanism/ whistle blower policy for directors and employees to report
 genuine concerns has been established and approved by Board on 30th
 May, 2014. The Vigil Mechanism is available on the website of the
 Company at www.eragroup.co.in.
 
 RISK MANAGEMENT POLICY
 
 A statement indicating development and implementation of a risk
 management policy for the Company including identification therein of
 elements of risk, if any, this in the opinion of the Board may threaten
 the existence of the company is stated in the Corporate Governance
 Report.
 
 AUDIT COMMITTEE
 
 The restructuring in the Directorship of the Company, necessitated
 restructuring in the Audit Committee. The committee as on date of this
 report consists of three members namely Mr. Mast Ram, Ms. Vandana
 Kaushik and Mr. T. D. Arora out of which two are independent Directors.
 Mr. Mast Ram is the Chairman of Audit Committee. All members of the
 Audit Committee possess sufficient knowledge and experience in the
 field of Finance and Accounts. The Committee composition is in
 accordance with the provisions of Companies Act and Listing Agreement.
 
 
 MEETINGS
 
 A calendar of Meetings is prepared and circulated in advance to the
 Directors. During the year Six Board Meetings were held on 30th May,
 2014; 14th August, 2014; 12th November, 2014, 7th January, 2015, 14th
 February, 2015 and 10th March, 2015 and Five Audit Committee Meetings
 were convened and held on 30th May, 2014; 14th August, 2014; 12th
 November, 2014, 14th February, 2015 and 10th March, 2015. Further
 details of which are given in the Corporate Governance Report. The
 intervening gap between the Meetings was within the period prescribed
 under the Companies Act, 2013.
 
 BOARD EVALUATION
 
 Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
 the Listing Agreement, 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 Committees.
 
 The Nomination and Remuneration Committee (NRC) has framed this
 Directors'' Performance Evaluation Policy (''Policy'') and based on the
 recommendation of the NRC, this Policy has been approved by the Board
 on 10th March, 2015. Accordingly, the evaluation of Board was carried
 out by each Director, of each committee by each of its member and of
 the individual Director by all other Directors on the Board excepting
 the concerned Director himself. Evaluation process consisted of a
 number of questions which the Directors/Members of Committee/other
 Directors, as the case may be, as evaluators, considered.  Scores were
 assigned (on scale of 1 to 5, with 5 being the highest) to each of the
 questions. The responses were submitted to the Chairperson of Board and
 in case of individual directors to NRC. The Concerned then collated and
 summarized the aggregate of scores assigned by all the
 Directors/Members to all questions and made a report which was made
 available for consideration to Board & Independent Directors of the
 Company.
 
 The Independent Directors of the Company at its meeting held on 10th
 March, 2015, positively reviewed the performance of non-independent
 directors and the Board as a whole; reviewed the performance of the
 Chairperson of the company, taking into account the views of the
 executive directors and non-executive directors; and assessed the
 quality, quantity and timeliness of flow of information between the
 company management and the Board that is necessary for the Board to
 effectively and reasonably perform their duties.
 
 DECLARATION BY INDEPENDENT DIRECTOR(S)
 
 The Independent Directors comply with the definition of Independent
 Director as given under Section 149(6) of the Companies Act, 2013 and
 Clause 49 of the Listing Agreement. While appointing / re-appointing
 any Independent Directors on the Board, the Committee considers the
 criteria as laid down in the Companies Act, 2013 and Clause 49 of the
 Listing Agreement. All the Independent Directors give a certificate
 confirming that they meet the independence criteria as mentioned in
 Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing
 Agreement.
 
 A declaration by an Independent Director(s) that he/they meet the
 criteria of independence as provided in sub-section (6) of Section 149
 of the Companies Act, 2013 has been enclosed as Annexure 5.
 
 An independent director shall hold office for a term up to five
 consecutive years on the Board of a Company, but shall be eligible for
 reappointment for next five years on passing of a special resolution by
 the Company and disclosure of such appointment in the Board''s report.
 
 APPOINTMENT & REMUNERATION POLICY
 
 The Board has, on the recommendation of the Nomination & Remuneration
 Committee framed a policy for selection and appointment of Directors,
 Senior Management and their remuneration. The Appointment &
 Remuneration Policy is stated in the Corporate Governance Report.
 
 INFORMATION & STATEMENT OF PARTICULARS OF EMPLOYEES
 
 The Information & Statement of Particulars of employees pursuant to
 Section 197 of the Companies Act, 2013 and Rule 5 of the Companies
 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
 annexed as Annexure 3
 
 EXTRACT OF ANNUAL RETURN
 
 As required pursuant to section 92(3) of the Companies Act, 2013 and
 rule 12(1) of the Companies (Management and Administration) Rules,
 2014, an extract of annual return in form MGT 9 as a part of this
 Annual Report as Annexure 1.
 
 PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
 
 In accordance with Section 134(3)(g) of the Companies Act, 2013, the
 particulars of loans guarantees and investments under Section 186 of
 the Companies Act, 2013 are provided in notes to financial statements,
 read with respective heads to the Financial Statements which forms part
 of this Report.
 
 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 including certain arm''s length
 transactions under third proviso thereto shall be disclosed in Form No.
 AOC-2 as Annexure 2.
 
 SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS
 
 There are no significant and material orders passed by the regulators
 or tribunals impacting the going concern status and Company''s
 operations in future.
 
 SEXUAL HARASSMENT AT WORK PLACE
 
 In order to prevent sexual harassment of women at work place, company
 is fully determined and proper adjudication & recourse mechanism is in
 place to avoid any sexual harassment at work place.
 
 During the year Company has not received any complaint of harassment
 and no cases were filed pursuant to the Sexual Harassment of Women at
 work Place (Prevention, Prohibition and Redressal) Act, 2013, during
 the year under review.
 
 CORPORATE SOCIAL RESPONSIBILITY (CSR)
 
 As per the provisions of Section 135 of the Act, the Company has
 constituted the CSR committee and has also adopted CSR Policy. The
 details of the Committee & CSR Policy development & implementation is
 stated in the Corporate Governance Report.
 
 However as the Company does not have average net profits for the three
 immediately preceding financial years, the Section 135(5) of the Act
 pertaining to spending of 2% of average net profits of the company for
 immediately preceding three financial years and disclosure required to
 be given under Section 135(5) of the Act and Rule 8 of Companies
 (Corporate Social Responsibility Policy) Rules, 2014, are not
 applicable, to the Company, for the financial year 2014-15.
 
 HUMAN RESOURCES
 
 Your Company treats its human resources as one of its most important
 assets.
 
 Your Company continuously invests in attraction, retention and
 development of talent on an ongoing basis. A number of programs that
 provide focused people attention are currently underway. Your Company
 thrust is on the promotion of talent internally through job rotation
 and job enlargement.
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 In accordance with Section 129 of the Companies Act 2013, Consolidated
 Financial Statements are attached and form part of the Annual Report
 and the same shall be laid before the ensuing AGM along with the
 Financial Statements of the Company.
 
 SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATE COMPANIES
 
 As required under the first proviso to sub-section (3) of Section 129
 of the Companies Act, 2013, a separate statement containing the salient
 features of the financial statements of the subsidiaries, associates
 and joint venture companies in Form AOC.1 is annexed to the Financial
 Statements as Annexure – 4 and forms part of the Annual Report, which
 covers the performance and financial position of the subsidiaries,
 associates and joint venture companies.
 
 The Company will make available the Annual Accounts of the subsidiary
 company and other related information upon request by any member of the
 Company or its subsidiary company. The Annual Accounts of the
 subsidiary company will also be kept open for inspection at the
 registered office of the Company and the subsidiary company during
 business hours.
 
 LISTING
 
 The Equity shares continue to be listed on the BSE Ltd. (BSE) and the
 National Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges
 have nationwide terminals and therefore, shareholders/investors are not
 facing any difficulty in trading the shares of the Company from any
 part of the Country. The Company has paid annual listing fee for
 2014-15 to the BSE Ltd. and the National Stock Exchange of India Ltd.
 and annual custody fee to National Securities Depository Limited and
 Central Depository Services (India ) Limited.
 
 CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
 
 A Company holds fiduciary relationship with its stakeholders and
 community, here the Board of Directors of the Company act as trustee to
 all the stakeholders of the Company to enhance the stakeholder''s value
 and protect their interest. Your Company is committed to benchmark
 itself with global standards in all areas including appropriate
 standards for Good Corporate Governance. Towards this end, an effective
 Corporate Governance System has been put in place in the Company which
 also ensures that the provisions of Clause 49 of the Listing Agreement
 are duly complied with. A report on Corporate Governance, and
 Management Discussion and Analysis, along with Certificate on its
 compliance from Mr. Pooja Anand, Company Secretary in Practice is
 enclosed with this Annual Report.
 
 CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
 EARNINGS AND OUTGO
 
 Conservation of Energy:
 
 The core activity of the company is civil construction which is not an
 energy intensive activity, however all steps are taken to conserve
 energy at all levels of operations wherever possible. There are no
 particulars required to be disclosed as required under the new
 provisions of Companies Act, 2013 & rules made thereunder.
 
 Technology Absorption:
 
 During the year, there was no Technology Absorption, as your Company
 has not undertaken any research and development activity in any
 manufacturing activity nor any specific technology is obtained from any
 external sources which need to be absorbed or adapted. There are no
 particulars required to be disclosed as required under the new
 provisions of Companies Act, 2013 & rules made thereunder.
 
 Innovation is a culture in the Company to achieve cost efficiency in
 the construction activity to be more and more competitive in the
 prevailing environment and the effect of the same cannot be quantified.
 
 Foreign exchange earnings and outgo:
 
 The foreign exchange earning /outgo during the year are as under:
 
                                                       (Rs, in Lacs)
 
 Particulars                         Current Year    Previous Year
 
 Foreign Exchange Earnings                    Nil              Nil
 
 Foreign Exchange Outgo                    882.52          5870.99
 
 DIRECTORS RESPONSIBILITY STATEMENT
 
 Pursuant to the provisions of Section 134(5) of the Act, the Board of
 Directors hereby state that:
 
 a) In the preparation of the annual accounts, 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 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 systems to ensure compliance with
 the provisions of all applicable laws and that such systems were
 adequate and operating effectively.
 
 ACKNOWLEDGEMENT
 
 Your Directors take this opportunity to place on record their
 appreciation towards bankers, clients and all the business associates
 for their continuous support to the Company and to the shareholders for
 the confidence reposed in the Company management.  The directors also
 convey their appreciation to the employees at all levels for their
 enormous personal efforts as well as collective contribution.
 
 In the absence of Chairman of the Company, this Directors Report and
 its Annexures are signed by the Chairperson of the Meetings of Board of
 Directors held on December 02, 2015.
 
                                          For and on Behalf of the Board
 
 Place: Noida
 
                                                           (T. D. Arora)
 
 Date: December 02, 2015                             Whole Time Director
Source : Dion Global Solutions Limited
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