To
The Members
Your Directors take pleasure in presenting their Thirty third (33rd) Annual Report
together with Audited Statement of Accounts Financial Year ended March 31, 2016.
| FINANCIAL SUMMARY |
|
|
| Particulars |
|
Rupees in Lacs |
|
FY 2015-16 |
FY 2014-15 |
| Revenue from operations |
8,807.48 |
8,459.98 |
| Other Income |
289.91 |
66.75 |
| Total Revenue |
9,097.36 |
8,526.73 |
| Profit before interest, |
|
|
| depreciation, taxation, |
|
|
| prior period Income and |
|
|
| exceptional Item |
826.17 |
885.35 |
| Interest |
412.71 |
286.56 |
| Depreciation |
362.98 |
346.15 |
| Profit before Tax |
50.48 |
252.64 |
| Tax including deferred Tax |
11.80 |
68.47 |
| Profit after Tax |
38.68 |
184.17 |
| Transfer to Profit & Loss |
38.68 |
184.17 |
DIVIDEND
The Board of Directors does not recommend any dividend for the financial year 2015 -
2016.
PERFORMANCE
During the year under review, your Company registered turnover of Rs. 88,07,47,828.31
and profit after tax was Rs.38,68,340.12 as against the previous year turnover of Rs.
84,59,97,501.44 and Profit of Rs. 1,84,17,032.31. The turnover of the Company increased by
4.11% and profit decreased by 79.00 % during the year ended 31st March, 2016.
The performance of your Company was not much satisfactory mainly due to no growth in
the infrastructure sector for the current year, coupled with increasing costs. However,
the economy is showing a revival sign after 4 years and the Government is taking every
step to boost infrastructure spending, which will reap benefits to your Company in the
coming years. During this financial year the Company has participated in good number of
tenders, out of which some has already converted into jobs while some are still in the
pipeline. The industry is in consolidation phase and the same is reflected in the subpar
performance of our competitors who also happens to be marquee players.
Your Directors propose to transfer Rs.38,68,340.00 to General Reserves out of the
current year profits of the company. After considering all necessary adjustment, the total
reserve stands at Rs. 38,77,04,386.96 at the end of the current year as against Rs.
39,30,04,898.35 in the previous year. On a relative basis, our performance has been
satisfactory from the client acquisition front which translate into a promising future for
all the stake holders. The General Assembly Election was held in May 2016 which was also
instrumental in slow down of the progress of the major projects which resulted in subdued
performance.
DIRECTORS
In terms of the provisions of the Companies Act, 2013 and the Articles of Association
of the Company, Mr. Navzer K Dadina, Whole Time Director (Designated as Director
Operation) retires by rotation at the ensuing General Meeting and, being eligible, offers
himself for reappointment.
Ms. Varez K Dadina, Whole Time Director (Designated as Director Finance and CFO) is
being resigned from CFO and in place Mr. Vijay Kumar Patodia being appointed as CFO w.e.f.
25-03-2016. During the year under review Mr. Ravindra Kumar Patodia and Mr. Vikash Dhelia
had been appointed as an Independent Director w.e.f. 14-08-2015 for a period of three year
until 35th Annual General Meeting to be held in calendar year 2018.
During the year under review Dr. (Mrs.) Z P Dadina has resigned from the Board w.e.f.
14-08-2015. The Board takes this opportunity to record appreciation for her association,
tenure and contributions to the Company.
DETAILS OF DEPOSITS
The Company has not accepted any deposits from public and as such, no amount on account
of principal or interest on public deposits was outstanding as on the date of the balance
sheet.
KEY MANAGERIAL PERSON
The Board in the meeting held on 14th August 2015 noted that the Mr. Pessi N Dadina -
Managing Director and Ms. Varez K Dadina was appointed as CFO. Thereafter Ms. Varez K
Dadina resigned as CFO w.e.f. 25-03-2016 and in place of her Mr. Vijay Kumar Patodia,
Chartered Accountant had been appointed as Chief Financial Officer and he would function
as a Key Managerial Person.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to Conservation of Energy, Technology Absorption and Foreign
Exchange Earnings and Outgo as required under Section 134 of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014 are provided in Annexure I to this report.
ANNUAL RETURN 2015 -2016
The extract of Annual Return in Form MGT - 9 pursuant to section 93(3) of the Companies
Act 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014 is
given in Annexure II to the Report.
AUDITORS AND AUDITORS REPORT
Statutory Audit Report
As per Section 139 and other applicable provisions of the Companies Act, 2013 the
Company has appointed at the 31st Annual General Meeting, M/s. L.N. Todi & Co.,
Chartered Accountants, (Registration No. 304022E), as the Statutory Auditors for a term of
three consecutive years. As per the provisions of section 139 of the Companies Act, 2013,
the appointment of Auditors required to be ratified by members at every Annual General
Meeting. The Board recommends the ratification by the shareholders.
Boards Responses to Observations, Qualifications and Adverse Remarks in Auditors
Report in Secretarial Auditors Report
(a) The Company is in the process to dematerialize Equity Shares of the Company as per
the SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015.
(b) The Company will soon make the payment of Listing fees for BSE and NSE.
(c) The Company will soon form the Committees to comply with the requirement of SEBI
(LODR) Regulations 2015 after appointing one more Independent Director.
(d) Limited Audit review, as per the SEBI (Listing Obligations And Disclosure
Requirements) Regulations, 2015, has been initiated and the same will be reflected in the
ensuing period.
(e) Internal Auditor of the Company will be appointed in the ensuing period. However,
the internal audit activity carried by the Accounts Team and no major discrepancies has
been noticed.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204(1) of the Companies Act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company
has appointed M/s DKS & Co., Company Secretaries, for the financial year 2015-16 to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed
herewith as Annexure III.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT,
2013
Disclosure on particulars relating to Loans, guarantees or investments under Section
186 of the Companies Act 2013 is provided in the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the Company with promoters and
KMP which may have potential conflict with interest of the Company at large.
Necessary disclosure regarding transactions with related parties has been made in the
Notes to the Audited Accounts.
Further, the particulars of every contract or arrangements entered into by the Company
during the year with related parties as per Section 188(1) of the Companies Act, 2013 is
disclosed in Form AOC 2 in Annexure IV
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments, affecting the financial position
of the Company which occurred during between the end of the financial year to which the
financial statements relate and the date of this report.
DECLARATION OF INDEPENDENCE OF DIRECTORS AND REAPPOINTMENT, IF ANY
All the Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated under Sub-section (6) of Section 149 of the
Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
RISK MANAGEMENT POLICY
Disclosure indicating development and implementation of a Risk Management Policy is
provided in the Management Discussion and Analysis Report forming part of this Report.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company has an Internal Control System commensurate with the size of the Company
and nature of its business and the complexities of its operations.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES
The policy on Corporate Social Responsibility as required under Section 135 of the
Companies Act, 2013 is not applicable to the Company. However the Company is carrying out
the social activity by way of contribution.
TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 124 read with Section 125 of the Companies Act,
2013, Company has not transferred any amount during the year 2015-16 to the Investor
Education and Protection Fund.
ANNUAL EVALUATION OF BOARD
The Company is fully committed to set up criteria for performance evaluation by the
Board of its own performance and that of the various committees of the Board and the
individual Directors. Pursuant to the provisions of Section 134(3)(p) of the Companies
Act, 2013 and SEBI (LODR) Regulations, 2015, the constitution of Nomination and
Remuneration Committee will carry out the Annual Performance of the individual Directors
and examine the ways of assisting the Board in performing duties effectively. This will be
implemented in the current financial year.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
managerial personnel and employees of the Company is attached herewith in Annexure V.
CORPORATE GOVERNANCE
The Corporate Governance Report and Managements Discussion & Analysis Report are
set out as Annexure VI in this Report.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 the Directors would like to state
that:
1) In the preparation of annual accounts, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
2) 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;
3) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
4) The directors had prepared the annual accounts on a going concern basis;
5) The directors had laid down internal financial controls to be followed by the
Company and such controls are adequate and operating effectively; and
6) The directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively;
ACKNOWLEDGEMENT
The Board acknowledges the understanding and support shown by its lending banks,
distributors, customers, suppliers, employees and other business associates. Your Company
operated efficiently due to a culture of professionalism, integrity and continuous
improvement leading to sustainable and profitable growth.
For and on behalf of the Board
Pessi N Dadina
(Managing Director)
(DIN No.: 00769283)
Place: Kolkata
Date: 31st August, 2016
ANNEXURE TO THE DIRECTORS’ REPORT
(Forming Part of the Directors’ Report)
ANNEXUER-I
Information under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 and forming part of the Directors’ Report for
the year ended March 31, 2016.
A. CONSERVATION OF ENERGY:
Your company has no activities relating to conservation of energy as the electricity
and fuel are supplied free of cost by the clients in most of the jobs.
B. TECHNOLOGY ABSORPTION:
Research and Development (R & D)
(1) The Company is continuously developing new and efficient methods of soil
investigations and pile foundations.
(2) Cost effectiveness and faster production have been the benefits of new methods.
(3) The Company is making efforts to improve its R&D activities in all its spheres.
(4) The Company has not incurred any Capital Expenditure for R & D.
Technology, absorption, adaptation and innovation:
The Company is not required to comment regarding Technology, Absorption during the year
under review. The Management keeps itself abreast of the Technological advancement in the
Industry and ensures continued and sustained effort towards absorption as well as
development of the same to meet business needs end objectives.
C. FOREIGN EXCHANGE EARNING AND OUTGO :
(1) The Company has not made any export or entered into any overseas contract during
the year.
(2) Foreign Exchange Earning - Nil
Foreign Exchange Outgo
On account of travelling - Rs.1,54,272.00 (Previous Year - Rs.12,67,783.15)
For and on behalf of the Board
Pessi N Dadina
(Managing Director)
(DIN No.: 00769283)
Place : Kolkata
Date: 31st August, 2016
+91-9892691696
