The Directors have pleasure in presenting their Annual Report on the
business and operations of the Company and the Audited Accounts for the
Financial Year ended 31st March, 2015.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
Financial Results (Rs. in Lacs)
Particulars Year ended Year ended
Turnover & Other Income 2705.77 1446.55
Total Expenditure 2709.95 1448.75
Profit/(Loss) Before Tax (4.17) (2.19)
Provision for Taxation - 0.03
Profit/(Loss) After Tax (4.17) (2.22)
Due to recession and acute competition in the Market Performance of
your Company for the year under review was affected. The Company had
incurred Loss for the year under the review of Rs. 4.17 Lacs.
Further, the Board of Directors of the Company is continuously making
efforts for the growth of your Company.
No dividend is recommended by the Board of Directors due to loss during
4. SHARE CAPITAL:
At present, the Company has only one class of shares - equity shares
with face value of Rs. 10/- each. The authorized share capital of the
company is Rs. 15,00,00,000/- divided into 1,50,00,000 equity shares of
Rs. 10/- each. The paid up share capital of the company is Rs.
10,00,00,000/- divided into 1,00,00,000 equity shares of Rs. 10/- each.
The Board has transferred loss of Rs. 4.17 Lacs to Reserve & Surplus
Account for the Financial Year ended on 31st March, 2015.
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
7. FUTURE OUTLOOK:
The Company is an integrated construction, infrastructure development
and management company in India. The company aims to become a leader in
execution of construction and infrastructure projects in various
sectors such as water and waste water, transportation, irrigation,
industrial construction & parks (including SEZs), power transmission
and distribution, and residential, commercial & retail property in and
around the state of Gujarat.
The Company also in business of trading of various Steel Products, IT
and electronic products and also into various IT enabled services.
Business conditions continue to be challenging. The growth of the
Company is subject to opportunities and threats as are applicable to
the industry from time to time.
8. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
During the period under review, several energy conservation initiatives
were adopted and were taken by the Company and its subsidiaries. There
are no plans to import any kind of technology for the project and hence
information regarding its absorption is not applicable. There was no
research activities carried out during the year, foreign exchange
earnings and outgo is given in ANNEXURE - I and forms part of this
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
There were no such material changes occurred subsequent to the close of
the financial year of the Company to which the balance sheet relates
and the date of the report which can affect the financial position of
10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
No such Orders have been passed by the Regulators/Court or Tribunals
which can impact the going concern status and Company''s operation in
11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no Subsidiary Company. Hence, details relating to
Subsidiary Company are not provided for.
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans, Guarantees and Investments, if any covered under the
provisions of Section 186 of the Act are given in the notes to the
13. MEETING OF BOARD OF DIRECTORS:
During the year under the review, 6 (Six) Board meetings were held,
with gap between Meetings not exceeding the period prescribed under the
Companies Act, 2013 and Rules made thereunder. Details of Board and
Board committee meetings held during the year are given in the
Corporate Governance Report.
Board meeting dates are finalized in consultation with all directors
and agenda papers backed up by comprehensive notes and detailed
background information are circulated well in advance before the date
of the meeting thereby enabling the Board to take informed decisions.
The intervening gap between the Board Meetings was within the period
prescribed under the Companies Act, 2013.
14. EXTRACTS OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 is attached herewith as
All the Properties of the Company are adequately insured.
16. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on an arm''s length basis and were in the ordinary
course of business. There are no materially significant related party
transactions made by the Company which may have a potential conflict
with the interest of the Company at large and thus disclosure in Form
AOC-2 is not required. The Board has formulated Policy on Related Party
17. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and
non-executive directors including Independent Directors who have wide
and varied experience in different disciplines of corporate
In accordance with the provisions of Section 152 of the Companies Act,
2013 and Articles of Association of the Company, Mr. Naresh B. Shah
(DIN: 01212428) retires by rotation at the ensuing Annual General
Meeting and being eligible in terms of Section 164 of the Act offers
himself for re-appointment.
The Company had, pursuant to the provisions of Clause 49 of the Listing
Agreements entered into with Stock Exchanges, appointed Mr. Vishnubhai
G. Chauhan (DIN: 01955762), Mr. Kintu M. Raichura (DIN: 03365559) and
Ms. Chetna A. Kapadia (DIN: 07147995), as an Independent Directors of
As per section 149(4) of the Companies Act, 2013 (Act), which came into
effect from 1st April, 2014, every listed public company is required to
have at least one-third of the total number of directors as Independent
Director. In accordance with the provisions of section 149 of the Act,
these Directors are being appointed as Independent Directors to hold
office as per their tenure of appointment mentioned in the Notice of
the forthcoming Annual General Meeting (AGM) of the Company.
All Independent Directors have given declarations that they meet the
criteria of independence as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement.
There is change in the constitution of Board of Directors during the
As required under Section 203 of the Companies Act, 2013, the Company
has proposed the appointment of Mr. Pradip B. Shah as Managing
Director and under Key Managerial Personnel of the Company.
18. EVALUATION OF BOARD, COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and Clause 49 of the Listing
Agreement and Companies Act, 2013, the Board had carried out
performance evaluation of its own, the Board Committees and of the
Independent directors. Independent Directors at a separate meeting
evaluated performance of the Non-Independent Directors, Board as a
whole and of the Chairman of the Board. The manner in which the
evaluation has been carried out has been detailed in the Corporate
19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration
Committee, formulated criteria for determining Qualifications, Positive
Attributes and Independence of a Director and also a Policy for
remuneration of Directors, Key managerial Personnel and senior
management. The details of criteria laid down and the Remuneration
Policy are given in the Corporate Governance Report.
20. MANAGERIAL REMUNERATION
The Company had not paid any remuneration to Executive Directors or any
sitting fees to Non-Executives Directors for attending any meetings
during the financial year ended 31st March, 2015.
21. INDEPENDENT DIRECTORS'' MEETING:
Independent Directors of the Company had met during the year under the
view details of which are given in the Corporate Governance Report.
22. COMMITTEES OF THE BOARD:
During the year, in accordance with the Companies Act, 2013, the Board
re-constituted some of its Committees and also formed a Nomination and
There are currently Three Committees of the Board, as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders'' Relationship Committee
Details of all the Committees along with their charters, composition
and meetings held during the year, are provided in the Report on
Corporate Governance, a part of this Annual Report.
A. Statutory Auditors
M/s. M/s Pankaj K. Shah Associates, Chartered Accountants (Firm
Registration No. 107352W) were appointed as Statutory Auditors of your
Company at the last Annual General Meeting held on 30th September, 2014
for a term of five consecutive years. As per the provisions of Section
139 of the Companies Act, 2013, the appointment of Auditors is required
to be ratified by Members at every Annual General Meeting.
The Company has obtained a written confirmation under section 139 of
the Companies Act, 2013 from M/s Pankaj K. Shah Associates, Chartered
Accountants (Firm Registration No. 107352W) that their appointment, if
made, would be in conformity with the limits specified under the Act.
It is proposed to ratify the appointment M/s Pankaj K. Shah Associates,
Chartered Accountants (Firm Registration No. 107352W) to audit the
accounts of the Company for the financial year 2015-2016.
The Report given by the Auditors on the financial statements of the
Company is part of the Annual Report. The notes to the accounts
referred to in the Auditors'' Report are self-explanatory and therefore
do not call for any further comments.
There has been no qualification, reservation, adverse remark or
disclaimer given by the Auditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s. Patel & Associates, Company Secretaries,
Ahmedabad to undertake the Secretarial Audit of the Company. The
Secretarial Audit Report is annexed herewith as Annexure IV
There is no qualification, reservation or adverse remark in the report
24. INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Control System, commensurate with size,
scale and complexity of its operations. The internal financial controls
are adequate and are operating effectively so as to ensure orderly and
efficient conduct of business operations. The Company has appointed
M/s. Naimish K. Shah & Co., Chartered Accountant (FRN 106828W) as an
Internal Auditors of the Company. The Audit Committee in consultation
with the internal auditors formulates the scope, functioning,
periodicity and methodology for conducting the internal audit. The
internal auditors carry out audit, covering inter alia, monitoring and
evaluating the efficiency & adequacy of internal control systems in the
Company, its compliance with operating systems, accounting procedures
and policies at all locations and submit their periodical internal
audit reports to the Audit Committee. Based on the internal audit
report and review by the Audit committee, process owners undertake
necessary actions in their respective areas. The internal auditors have
expressed that the internal control system in the Company is robust and
effective. The Board has also put in place requisite legal compliance
framework to ensure compliance of all the applicable laws and that such
systems are adequate and operating effectively.
25. RISK MANAGEMENT:
Company has implemented an integrated risk management approach through
which it reviews and assesses significant risks on a regular basis to
help ensure that there is a robust system of risk controls and
mitigation in place. Senior management periodically reviews this risk
management framework to keep updated and address emerging challenges.
Major risks identified for the Company by the management are Currency
fluctuation, Compliances of various applicable Laws, Regulatory
changes, Manufacturing & Supply, Litigation, Technological Changes and
new capital investments return. The management is however, of the view
that none of the above risks may threaten the existence of the Company
as robust Risk mitigation mechanism is put in place to ensure that
there is nil or minimum impact on the Company in case any of these
26. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act, 2013 and revised
Clause 49 of the Listing Agreement, the Company has constituted a
Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism
for the directors and employees to report genuine concerns in such
manner as may be prescribed and to report to the management instances
of unethical behaviour, actual or suspected fraud or violation of the
Company''s code of conduct.
The detail of the Whistle Blower Policy is explained in the Corporate
27. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company''s shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
28. DIRECTORS'' RESPONSIBILITY STATEMENT:
In accordance with the provisions of clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013 and to the best of their
knowledge and belief and according to the information and explanations
obtained by them, your Directors state that-
i. In the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
ii. 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 31L March, 2015 and of
the profit and loss of the company for that period;
ill. The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 2013 and Rules made thereunder for
safeguarding the assets of the company and for preventing and detecting
fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern
v. 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.
vi. 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.
29. CORPORATE GOVERNANCE:
As required by the existing Clause 49(X) of the Listing Agreement
entered into with the Stock Exchanges, a detailed report on Corporate
Governance is given as a part of the Annual Report. The Company is in
full compliance with the requirements and disclosures that have to be
made in this regard. The Company Secretary''s Certificate of the
compliance with Corporate Governance requirements by the Company is
attached to the Report on Corporate Governance. Report on Corporate
Governance is given elsewhere in this Annual Report, herewith attached
as ANNEXURE VI.
30. CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate from the Company Secretary regarding
compliance of conditions of Corporate Governance as stipulated in
Clause 49 of the Listing agreement is appended to the report on
Corporate Governance., herewith attached as Annexure VIL
31. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on Corporate
Governance forming part of the Annual Report.
Your Directors take this opportunity to express their gratitude for the
unstinted commitment, dedication, hard work and significant
contribution made by employees at all levels in ensuring sustained
growth of the Company. Your Directors also sincerely thank to all the
stakeholders, customers, vendors, bankers, business associates,
government, other statutory bodies and look forward to their continued
assistance, co-operation and support.
Place: Ahmedabad For and on behalf of the Board
Date: 14th August, 2015
PRADIP B SHAH VISHNU C CHAUHAN
DIN: 01398037 DIN : 01955752