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ILandFS Engineering and Construction Company

BSE: 532907|NSE: IL&FSENGG|ISIN: INE369I01014|SECTOR: Construction & Contracting - Civil
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Directors Report Year End : Mar '18    Mar 17

The Members IL&FS Engineering and Construction Company Limited

Your Directors take pleasure in presenting the Twenty-Ninth Annual Report along with the Audited Financial Statements for the Financial Year Ended March 31, 2018

(I) STANDALONE FINANCIAL RESULTS :

Your Company has adopted Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 with effect from April 1, 2017. Accordingly, the Standalone and Consolidated Financial Statements along with the comparatives for the year ended March 31, 2018 have been prepared in accordance with Ind AS prescribed under Section 133 of the Companies Act, 2013 read with Rules made thereunder. The effect of transition to Ind AS has been given in detail in Financial Statement section

(Rs. in Crore)

Particulars

FY 2018

FY 2017

Revenue from Operations

1868.76

1817.38

Other Income

250.86

202.06

Company’s share of profit from integrated joint ventures

32.00

5.77

Total Income

2151.62

2,025.21

Profit before Interest, Depreciation, Exceptional Items and Tax

443.78

384.40

Less: Finance Cost

396.03

330.97

Profit before Depreciation, Exceptional Items and Tax

Less: Depreciation and Amortization Expenses

44.54

47.97

Profit before Exceptional Items & Tax

3.21

5.46

Exceptional Item (Net)

0.00

0.00

Profit Before Tax

3.21

5.46

Provision for Tax

(3.71)

0.43

Profit After Tax

6.92

5.03

Other comprehensive income/(loss) for the year

1.04

0.24

Total Comprehensive Income for the year

7.96

5.27

Paid up Equity Capital

131.12

131.12

Earnings per share (in Rupees)

- Basic

0.53

0.41

- Diluted

0.53

0.41

(II) FINANCIAL PERFORMANCE REVIEW :

During the year ended March 31, 2018, your Company achieved a turnover of Rs.1,868.76 crore on standalone basis as against Rs.1,817.38 crore in FY 2017. The Net Profit for the year amounted to Rs.6.92 crore as against net profit of Rs.5.03 crore in FY 2017

(III) DIVIDEND :

Due to accumulated losses of the Company from the previous years, your Directors express their inability to recommend any dividend for the year on Preference as well as on Equity Shares

(IV) RESERVES :

No amount is recommended for transfer to Reserves of the Company for FY 2018

(V) THE STATE OF AFFAIRS OF THE COMPANY :

During the year under review, your Company bagged various orders in the Roads, Buildings & Structures, Power and Oil & Gas Sectors. The Orders received during the year under review amounted to Rs.1,632.70 crore. Also, the Company already had orders worth Rs.10,649 crore at the beginning of the year. Out of the total orders in hand, the unexecuted order value stands at Rs.10,140 crore (approx.) at the end of the year

Your Company is having operations beyond the territorial limits of India and is now operating from Saudi Arabia under a separate Joint Venture Subsidiary, and through Company’s branches in Fujairah and Abu Dhabi

The Board of Directors is hopeful of securing sizeable orders in the future and is confident of effective execution of the existing works in the order book

(VI) SHARE CAPITAL :

During the year under review, there were no change in the share capital of the Company Shares held by Directors :

Mr Karunakaran Ramchand, Non-Executive Chairman of the Company holds 40,000 Equity Shares of the Company. No other Director of the Company holds any Shares or convertible instruments of the Company

(VII) DEPOSITS :

During the year under review, your Company had not accepted any deposit from public under Chapter V of the Companies Act, 2013

(VIII) DIRECTORS :

Mr Rajiv Sarin, Additional and Non-Executive Independent Director of the Company passed away on May 11, 2017. Your Directors express their deepest sorrow on the sad demise of Mr Sarin and place on record their sincere appreciation on the contribution made by him during his short stint with the Company

Further, Mr Saleh Mohammed A Binladen, Non-Executive Director resigned from the Directorship of the Company wef May 29, 2018. Consequent to the resignation of Mr Binladen, Mr Akberali Mohamedali Moawalla, Alternate Director to Mr Binladen, ceased to be a Director of the Company. Your Directors place on record their sincere appreciation on the contribution made by Mr Binladen and Mr Moawalla towards the Company

In terms of the provisions of the Companies Act, 2013, Mr Karunakaran Ramchand, Non-Executive Director of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The brief profile of Mr Ramchand for re-appointment as a Director of the Company is included in the notice of Annual General Meeting in terms of the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and Secretarial Standard 2. Your Directors recommend the re-appointment of Mr Ramchand as a Director of the Company at the ensuing Annual General Meeting of the Company

None of the Directors of the Company are inter-se related to each other Statement on Declaration given by Independent Directors :

The Independent Directors of the Company have given their declaration of Independence in terms of sub-section (6) of Section 149 of the Companies Act, 2013 read with rules made thereunder and Regulation 16 of Listing Regulations

Familiarization Programme of Independent Directors :

The Company through its Managing Director and Senior Management conducts programmes/ presentations periodically to familiarize the Independent Directors with the strategy, operations and functions of the Company. The programmes/ presentations also familiarizes the Independent Directors with their roles, rights and responsibilities. The details of familiarization programmes imparted to Independent Directors of the Company during FY 2018 is available on the website of the Company at: http://www.ilfsengg.com/Document/FamiliarizationProgramme.pdf

Non-Executive Directors :

The Non-Executive Directors are entitled for sitting fee of Rs.30,000 per meeting for attending the Meetings of the Board and/ or Committee(s) thereof. Additionally, the actual out of pocket expenses incurred by the Non-Executive Directors for attending the meetings are also borne by the Company. Except as mentioned above, no other payments were made by the Company to Non-Executive Directors and the Company does not have any pecuniary relationship or transactions with the Non-Executive Directors. The details of amount paid to the Directors of the Company towards Sitting Fee are mentioned in the Form MGT-9 annexed to the Directors’ Report as well as the Corporate Governance Section of this Annual Report

Performance Evaluation :

In terms of the provisions of the Companies Act, 2013 and Listing Regulations, the Board of Directors of the Company had in its Meeting held on November 10, 2014 approved the policy on Performance Evaluation of the Board of Directors, which laid down the criteria for performance evaluation of Board of Directors, its Committees, Executive Directors, Independent Directors and Non-Executive Directors. Further, in terms of the provisions of Section 178 of the Companies Act, 2013 read with Companies Amendment Act, 2017, the Nomination and Remuneration Committee of the Board had decided that the evaluation of performance of the Board, its Committees, individual directors and the Chairman will be carried out by the Board of Directors as per the parameters evolved from the policy on Performance Evaluation of the Board of Directors. The Board of Directors thereafter, in its Meeting held on July 31, 2018, evaluated the performance of its own, all its Committees, and Individual Directors (excluding the Director being evaluated) as satisfactory. The policy on performance evaluation is available on the website of the Company at http://www.ilfsengg.com/html/policies/PerformanceEvaluationPolicy.pdf

Managerial Remuneration Policy :

In terms of the provisions of Section 178 of the Companies Act, 2013 read with Rules made thereunder and Regulation 19 of Listing Regulations, the Board of Directors of the Company had framed Managerial Remuneration Policy which includes the criteria for determining qualifications, positive attributes, independence of directors and other matters as specified under Section 178(3) of the Companies Act, 2013 and Regulation 19 read with Part D of Schedule II of Listing Regulations. The policy is available on the website of the Company at http://www.ilfsengg.com/html/policies.php

(IX) KEY MANAGERIAL PERSONNEL :

In terms of the provisions of Section 203 of the Companies Act, 2013, the Board of Directors have designated Mr Mukund Sapre- Managing Director, Dr Sambhu Nath Mukherjee- Chief Financial Officer and Mr Sushil Dudeja- Company Secretary as the Key Managerial Personnel of the Company

(X) DIRECTORS RESPONSIBILITY STATEMENT :

In terms of Section 134 (5) of the Companies Act, 2013, the Board of Directors wish to 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;

(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; and

(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

(XI) DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO:

(A)

Conservation of energy

i)

The steps taken or impact on conservation of energy;

The conservation of energy in all the possible areas is undertaken by the Company as an important means of achieving cost reduction. Savings in electricity, fuel and power consumption receive due attention of the management on a continuous basis

ii)

The steps taken by the Company for utilizing alternate sources of energy;

NIL

iii)

The capital investment on energy conservation equipments;

NIL

(B)

Technology absorption

i)

the efforts made towards technology absorption;

Timely completion of the projects as well as meeting the budgetary requirements are the two critical areas where different techniques help to a great extent. Many innovative techniques have been developed and put to effective use in the past and the efforts to develop new techniques continue unabated.

ii)

the benefits derived like product improvement, cost reduction, product development or import substitution;

NIL

iii)

in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) -

NIL

a) the details of technology imported;

b) the year of import;

c) whether the technology been fully absorbed

d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof;

NA

iv)

The expenditure incurred on Research and Development

Nil

(C)

FOREIGN EXCHANGE

Foreign Exchange earned in terms of actual inflows during the year

Nil

Foreign Exchange Outgo during the year in terms of actual outflows

Rs.7.47 crore

(XII) BOARD AND ITS COMMITTEES :

(a) Board of Directors :

During the year under review the Board of Directors of the Company met four times on May 29, 2017, August 28, 2017, November 28, 2017 and February 12, 2018. The attendance, along with such other details as required, of each of the Directors is mentioned in the Corporate Governance Report section of this Annual Report

(b) Audit Committee :

The Audit Committee of the Board of Directors of the Company consists of four Members. During the year under review, there were no change in the composition of the Committee. The dates of meetings of Audit Committee held during FY 2018, attendance of Members in the Meetings and other details are mentioned in the Corporate Governance Report section of this Annual Report

During the year under review, all the recommendations of the Audit Committee were accepted by the Board of Directors. Further, the Committee comprises with majority of Independent Directors including its Chairman, all of whom have the ability to read and understand the Financial Statements

(c) Corporate Social Responsibility Committee :

The Board of Directors of the Company constituted Corporate Social Responsibility (CSR) Committee on March 18, 2014 and formulated a policy on CSR which is available on the website of the Company at http://www.ilfsengg.com/html/policies/CSR_Policy.pdf.

During the year under review due to demise of Mr Rajiv Sarin, the CSR Committee was reconstituted by the Board of Directors in its Meeting held on May 29, 2017. In place of Mr Sarin, Mr Debabrata Sarkar was inducted as a Member of the Committee

For details relating to composition of CSR Committee, number of meetings held during the year under review and other details, Members are requested to refer the Corporate Governance Report which forms part of this Annual Report

As per Section 135(5) of the Companies Act, 2013, the Company was required to spend two percent of the average net profits calculated on the basis of preceding three financial years. However, no CSR activities have been conducted during the year due to negative average net profits of the Company for the preceding three financial years. The details of CSR policy and other details as per Rule 9 of Companies (Corporate Social Responsibility) Rules, 2014 are enclosed as Annexure 1 to this Report

(d) Other Committees :

The details of composition, number of Meetings and such other information as required regarding Nomination and Remuneration Committee, Stakeholders Relationship Committee and other Committees are mentioned in the Corporate Governance section of this Annual Report

(XIII) RISK MANAGEMENT :

The Board of Directors in its Meeting held on February 11, 2015 formulated a Risk Management Policy consisting of various elements of risk and mitigation measures

Further, the Board of Directors in its Meeting held on May 29, 2017, re-constituted the Risk Management Committee comprising of Mr Debabrata Sarkar, Mr Ganapathi Ramachandran, Ms Sutapa Banerjee, Mr Bhaskar Chatterjee - Independent Directors and Mr Mukund Sapre, Managing Director of the Company. The Risk Management Committee of the Company is responsible for overseeing the implementation of the Policy. In the opinion of the Board, the policy on Risk Management addresses the risks associated with the business including identification of elements of risk which may threaten the existence of the Company. The Board of Directors/Audit Committee reviews the risk assessment and mitigation procedures across the entity from time to time. As on March 31, 2018, there were no risks which may threaten the existence of the Company

(XIV) SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES :

As per Section 129 (3) of the Companies Act, 2013 and Regulation 34 of the Listing Regulations, the Consolidated Financial Statements of the Company forms part of this Report. The copies of Audited Financial Statements of the Subsidiaries are available on the website of the Company at www.ilfsengg.com and a copy of the same will be provided upon written request to the Company Secretary

SUBSIDIARY ENTITIES:

Following are the Subsidiaries of your Company:

Angeerasa Greenfields Private Limited,

Ekadanta Greenfields Private Limited,

Saptaswara Agro-farms Private Limited,

Maytas Infra Assets Limited,

Maytas Metro Limited,

Maytas Vasishta Varadhi Limited; and

Maytas Infra Saudi Arabia Company (Foreign Subsidiary)

ASSOCIATES & JOINT VENTURES :

During the year under review, the following entities have been Associates and Joint Ventures of your Company:

Associate :

Hill County Properties Limited

Joint Ventures (Association of Persons) :

NCC-Maytas (JV)

NEC-NCC-Maytas (JV)

Maytas-NCC (JV)

NCC-Maytas (JV) (Singapore Classtownship)

Maytas-CTR (JV)

NCC-Maytas-ZVS (JV)

Joint Ventures (Jointly Controlled Operations) :

Maytas- KBL (JV)

Maytas KCCPL Flow Mbre (JV)

Maytas MEIL KBL (JV)

Maytas MEIL ABB AAG (JV)

MEIL Maytas ABB AAG (JV)

MEIL Maytas KBL (JV)

MEIL Maytas WPIL (JV)

MEIL Maytas AAG (JV)

MEIL-SEW-Maytas-BHEL (JV)

L&T KBL Maytas (JV)

Maytas Ritwik (JV)

Maytas Sushee (JV)

Maytas Gayatri (JV)

IL&FS Engg-Kalindee (JV)

AMR-Maytas-KBL-WEG (JV)

ITDC-Maytas JV IL&FS GPT JV

Further, none of the entities have been associated / disassociated as Joint Ventures of your Company during the year under review

The performance and financial position of the Subsidiaries, Joint Venture and Associate Companies are enclosed as Annexure 2 to this Report

(XV) AUDITORS AND AUDITORS’ REPORT :

(a) Statutory Auditors :

In terms of provisions of Section 139 of the Companies Act, 2013 read with Rules made thereunder, BSR & Associates LLP Chartered Accountants (Firm Registration Number 116231W/W-100024) and M Bhaskara Rao & Co, Chartered Accountants (Firm Registration Number 000459S) were appointed as the Joint Statutory Auditors of the Company for a period of five consecutive years to hold office from the conclusion of 28th AGM till the conclusion of 33rd AGM of the Company to be held in the year 2022, subject to ratification by the Members at every AGM. Accordingly resolution for ratification of appointment of Joint Statutory Auditors by the Members of the Company is included in Notice of AGM for approval of the Members

Further, in terms of provisions of the Companies (Amendment) Act, 2017, the ratification of appointment of Joint Statutory Auditors by the Members of the Company was no longer required. Accordingly, the appointment of BSR & Associates LLP Chartered Accountants and M Bhaskara Rao & Co, Chartered Accountants, as Joint Statutory Auditors of the Company for the remaining period i.e. 3 years till the conclusion of 33rd Annual General Meeting, shall not be subject to ratification by the Members of the Company

The Board noted that there were following qualifications in the Auditor’s Report for the Standalone and Consolidated Financial Statements for the Year Ended March 31, 2018:

(1) Standalone Financial Statements :

The accompanying financial statement as at March 31, 2018, the Company has investment (including advance of Rs.258 Lakhs) amounting to Rs.3,577 Lakhs made in an overseas subsidiary. Based on the latest available unaudited standalone financial statements of the aforesaid subsidiary as at March 31, 2018, the net worth of the subsidiary is fully eroded and the Company may have potential obligation to share further liabilities of the said subsidiary, which is presently under negotiation and hence undeterminable. Based on the reasons fully explained in the aforesaid note, the management is of the view that no provision is required for diminution in the value of such investment/ potential obligation, as the Company is evaluating options to restore the carrying value of the investment. However in the absence of sufficient and appropriate audit evidence, we are unable to comment on the carrying value of such investment, potential obligation and any other consequential impacts, if any, that may be required in this regard in the Standalone Ind AS financial statement

(2) Consolidated Financial Statements :

The accompanying consolidated Ind AS financial statements include aggregate assets of Rs.769 Lakhs, aggregate revenues (including other income) of Rs.2,625 Lakhs and net cash inflows amounting to Rs.42 Lakhs of an overseas subsidiary, consolidated based on its unaudited financial statements. The accompanying consolidated Ind AS Financial statements do not include adjustments, if any that may have been required had the audited financial statements of the subsidiary for the year ended March 31, 2018 been available and accordingly we are unable to comment on the same.

(3) Internal Financial Controls :

The following material weaknesses has been identified in the operating effectiveness of the Company’s internal financial controls over financial reporting as at March 31, 2018:

(i) Standalone Financial Statements :

The Company’s internal financial controls system over estimation of diminution in the carrying value of investments and accrual of potential obligation in case of an overseas subsidiary was not operating effectively which could potentially result in misstatement in the financial statements by way of Company not providing for adjustments/ provisions, if any, that may be required

(ii) Consolidated Financial Statements :

The Holding Company’s internal financial control system over preparation of consolidated financial statements was not operating effectively as the consolidated financial statements were prepared based on un-audited financial statements of an overseas subsidiary which could result in potential misstatements / adjustments, if any, in the consolidated financial statements

The Board of Directors explanations on the aforementioned qualification are given below:

(a) Qualification on Standalone Financial Statements :

Management is in discussion with the other shareholder of the subsidiary on various options to restore the carrying value of the investment and on conclusion of the ongoing restructuring of their management, options to revive the operations of the subsidiary including approval of claims submitted to them is likely to be resolved and therefore no provision considered necessary for diminution in the value of such investment/potential obligations in respect of the aforesaid

(b) Qualification on Consolidated Financial Statements :

Management is of the view that adjustment, if any, that may have been required had the audited financial statements of the subsidiary been available would not be material. Accordingly, any adverse impact on the Financials of the Company is unlikely

(b) Cost Auditors :

In terms of the provisions of the Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended, Company maintains cost records and accounts in respect of the Roads and other infrastructure projects

The Board of Directors on the recommendation of Audit Committee appointed Narasimha Murthy & Co as the Cost Auditors of the Company for FY 2018 for conducting the Cost Audit of the Company and the remuneration payable to them was approved by the Members at the Twenty Eighth AGM of the Company held on August 28, 2017. The Cost Auditors have submitted their report for FY 2018 to the Board of Directors in its Meeting held on July 31, 2018. The Cost Audit Report of the Company for FY 2018 does not contain any qualification, reservation or adverse remark

Further, on the recommendation of Audit Committee, the Board of Directors in its Meeting held on July 31, 2018 re-appointed Narasimha Murthy & Co, Cost Accountants as the Cost Auditors of the Company for FY 2019 at a remuneration of Rs.7.5 lakh plus applicable taxes and out of pocket expenses. Necessary resolution for ratification of their remuneration in terms of the provisions of the Companies Act, 2013 read with Rules made there under is included in the Notice of AGM for the approval of the Members

(c) Secretarial Auditors :

In terms of the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed RPR & Associaties, Company Secretaries to conduct the Secretarial Audit for FY 2018. The Secretarial Audit Report for the Financial Year Ended March 31, 2018 is enclosed as Annexure 3 to this report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark

The Board of Directors of the Company had in its Meeting held on July 31, 2018, re-appointed RPR & Associates, Company Secretaries as the Secretarial Auditor of the Company for FY 2019

(XVI) CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES :

It is the endeavor of the Company to enter its contracts/arrangements/ transactions with the related parties in the ordinary course of business and on arms’ length basis. In terms of the provisions of Section 188 of the Companies Act, 2013 read with Rules made thereunder, all transactions with Related Parties were in ordinary course of business and on arm’s length basis. Accordingly, details of related party transactions as per section 188 of Companies Act, 2013 in Form AOC-2 is not required. All contracts / arrangements / transactions entered by the Company were in compliance with the applicable provisions of the Companies Act, 2013 and Listing Regulations

The Company had framed Related Party Transaction Policy for the purpose of approval and identification of Related Party Transactions. All Related Party Transactions entered into by the Company in terms of the Policy were placed before the Audit Committee for its review and approval from time to time. The Related Party Transaction Policy approved by the Board of Directors is uploaded on the website of the Company at www.ilfsengg.com

(XVII) EMPLOYEES STOCK OPTION SCHEME :

The Company’s Employee Stock Option Scheme 2009 (ESOP Scheme 2009) was in place since year 2009 and the Company had made grants under ESOP scheme 2009 to the eligible employees of the Company from time to time. The ESOP Scheme 2009 was rendered unattractive due to fall in the price of shares in the stock market and with the consent of employees who were holding the options vested under the said scheme, ESOP Scheme 2009 had been withdrawn by the Company during FY 2018

The Company has received a certificate from the Statutory Auditors of the Company that the ESOP scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the Members. The Certificate is enclosed as Annexure 4 with this report. Also, the disclosure as required under SEBI (Share Based Employee Benefits) Regulations, 2014 relating to ESOP 2009 scheme of the Company is available on the website of the Company at www.ilfsengg.com

Further, the Board of Directors in its Meeting held on July 31, 2018, subject to the approval of Members of the Company at the ensuing Annual General Meeting, approved the IL&FS Engineering and Construction Compant Limited Employees Stock Option Scheme 2018. The special resolution for approval of the said Scheme is included in the Notice of Annual General Meeting. The Board recommends passing of said resolution

(XVIII) MANAGEMENT DISCUSSION AND ANALYSIS :

A separate section titled Management Discussion and Analysis consisting of details as required under Regulation 34 read with Schedule V of the Listing Regulations forms part of this Annual Report

(XIX) CORPORATE GOVERNANCE:

A separate section titled Report on Corporate Governance including a certificate from the Practising Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under Listing Regulations is enclosed to the Report on Corporate Governance and forms part of this Annual Report

Further, the declaration signed by the Managing Director affirming the compliance with Code of Conduct for Board of Directors and Senior Management Personnel is also enclosed to the Report on Corporate Governance

(XX) DISCLOSURES :

(a) Extract of Annual Return :

The extract of Annual Return as per Section 92(3) of the Companies Act, 2013 and Rule 12 (1) of the Companies (Management and Administration) Rules, 2014 is enclosed as Annexure 5 to this Report

(b) Vigil Mechanism :

In terms of the provisions of the Section 177 of the Companies Act, 2013 and Listing Regulations, the Company had established a Vigil Mechanism through its Whistle Blower Policy for directors and employees to report concerns about unethical behavior, actual/suspected frauds and violation of Company’s Code of Conduct. Please refer to the Corporate Governance section of the Annual Report for further details

(c) Policy on Prevention of Sexual Harassment :

In terms of the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company had formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. The Company from time to time conducts workshops or awareness programmes against sexual harassment at works place

The Company had also constituted an Internal Committee comprising of employees of the Company and an Independent NGO representative. The scope of the Internal Committee encompasses all incidents / occurrences of sexual harassment which take place at the workplace and where either of the party (aggrieved / accused) is an employee of the Company, During the year under review, the Company has not received any complaints under the policy

Further, the Company has many systems, processes and policies to ensure professional ethics and harmonious working environment. The Company follows Zero Tolerance towards Corruption and unethical conduct. These are ensured through Whistle Blower Policy, Sexual Harassment Policy and Redressal Guidelines

(d) Particulars of Loans, Guarantees or Investments under Section 186 :

Your Company is into the business of providing Infrastructure Facilities. Accordingly, the provisions of Section 186 pertaining to providing Loan or Guarantee to other corporates are exempted. All information regarding Loans, Guarantees and Investments are mentioned in the notes to financial statements for FY 2018 which are self-explanatory

(e) Particulars of employees and related disclosures :

The disclosures relating ratio of remuneration of each directors to the median employee’s remuneration and other details as per Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure 6 to this Report

The disclosure pertaining to remuneration and other details as required under Section 197 (12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure 7 to this Report

(f) Material changes and comments, if any, affecting the financial position of the Company : Nil

(g) Reporting of Fraud : The Auditors of the Company have not reported any instances of fraud committed against the Company by its officers or employees as specified under section 143(12) of the Companies Act, 2013

(h) Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status of the Company : During the year under view no significant and material orders passed by any Regulator or Courts or Tribunal which may impact the going concern status of the Company

(i) Details in respect of adequacy of internal financial controls : The details of internal financial controls and their adequacy is given in Management Discussion and Analysis Report

(XXI) ACKNOWLEDGMENTS :

Your Directors place on record their gratitude to the Bankers, Media, Financial Institutions, various agencies of the State and the Central Government Authorities, Clients, Consultants, Suppliers, Sub-Contractors, Members and the Employees for their valuable support and co-operation and look forward to continued enriched relationships in the years to come

By order of the Board

For IL&FS Engineering and Construction Company Ltd

Sd/-

Place: Mumbai Karunakaran Ramchand

Date: July 31, 2018 Chairman

DIN: 00051769

Source : Dion Global Solutions Limited
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