To the Members,
Your directors have pleasure in presenting the 30th Annual Report together
with the Audited Statements of Accounts of the Company for the financial year ended 31st
March, 2022:
1. Financial Highlights:
(Rs. In Lacs)
|
2021-22 |
2020-21 |
| Revenue from Operations |
583.44 |
304.49 |
| Operating Expenditure |
537.05 |
285.88 |
| Earnings before interest tax, depreciation and amortization |
|
|
| (EBITDA) |
46.39 |
18.61 |
| Other Income (Net) |
0.27 |
4.19 |
| Finance Costs |
3.90 |
8.91 |
| Depreciation and amortization expenses |
5.30 |
6.46 |
| Profit before exceptional item and tax |
37.46 |
7.43 |
| Exceptional item |
0.00 |
0.00 |
| Profit Before Tax (PBT) |
37.46 |
7.43 |
| Tax Expenses |
9.94 |
4.37 |
| Profit After Tax (PAT) |
27.52 |
3.06 |
| Opening Balance of Retained Earning |
38.23 |
35.18 |
| Less: Income Tax for earlier years adjusted |
0.00 |
0.00 |
| Amount of Surplus available for appropriation |
65.74 |
38.23 |
2. Operations, State of Companys affairs and Future Outlook:
The overall growth of the company is good and encouraging. In the current year 2021-22,
the Company has earned the total revenue from operation Rs.583.44 Lacs against the
previous year Rs.304.49 Lacs, which reflects increasing trend in the performance of the
Company. The net profit after tax of the company is Rs.3.06 Lacs and Rs.27.52 Lac in the
year 2020-21 and 2021-22 respectively. The same will further be improved in the ensuing
years because the Company has sufficient work order for Erection and Commissioning in hand
at different locations in India and Nepal, which will be executed in the ensuing financial
year. All the above factors reflects that the management is serious and hopeful to achieve
better results in the ensuing years with present business activities. We further inform
that there is no change in the business activities of the company in the current financial
year.
Estimation of uncertainties relating to the global health pandemic from COVID-19:
The Company has taken into account all the possible impacts of COVID-19 in preparation of
standalone financial statements, including but not limited to its assessment of, liquidity
and going concern assumption, recoverable values of its financial and non-financial assets
and impact on revenue recognition owing to changes in cost of fixed price contracts. The
Company has carried out this assessment based on available internal and external sources
of information up to the date of approval of standalone financial statements and believes
that the impact of COVID-19 is not material to these financial statements and expects to
recover the carrying amount of its assets. The impact of COVID-19 on the standalone
financial statements may differ from that estimated as at the date of approval of these
standalone financial statements owing to the nature and duration of COVID-19.
3. Dividend:
No dividend has been recommended by the Directors this year and consequently no amounts
have been transferred to general reserves.
4. Transfer to Reserves:
The board of the Company has decided not to transfer any fund to general reserve out of
the amount available for appropriation and an amount of surplus Rs.65.74 Lacs to be
retained in the profit and loss account.
5. Change in Share Capital, if any
There has been no change in Share Capital of the Company during the financial year
2021-22.
6. Listing of Shares
The shares of the Company are listed in Bombay Stock Exchange Limited, Mumbai.
Applicable listing fees have been paid up to date. The shares of the Company have not been
suspended from trading at any time during the year by the concerned Stock Exchange.
7. Deposits:
The company has not accepted any deposits from the public during the year and as such,
no amount on account of principal or interest on deposits from public was outstanding as
on the date of the balance sheet.
8. Directors:
As per the provisions of Section 152 of the Companies Act, 2013, Sh. Akshay Chandra,
Director of the Company retires by rotation at the forthcoming Annual General Meeting and
being eligible, offered himself for re-appointment. The Board recommends her
re-appointment.
The notice convening the Annual General Meeting includes the proposal for appointment
of Directors.
Further, your Company has also received declarations from all the Independent Directors
of the Company confirming that they meet with the criteria of Independence as prescribed
under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.
9. Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the
Board has carried out the annual performance evaluation of its own performance, the
Directors individually as well as the valuation of the working of its various committees
as per the criteria of evaluation provided in the Nomination, Remuneration and Evaluation
Policy adopted by the Company. The performance evaluation of Independent Directors was
carried out by the entire Board and the performance evaluation of the Chairman and the
Board as a whole was carried out by the Independent Directors.
10. Meetings of the Board:
The Board of Directors of your company met 7 times during 2021-22. The meetings were
held on 15/5/2021, 30/06/2021, 14/08/2021, 04/09/2021, 13/11/2021, 14/2/2022 and
22/03/2022. The intervening gap between the meetings was within the period prescribed
under the Companies Act, 2013.
11. Particulars of Loan given, Investment made, Guarantee given and Securities provided:
There were no loans given, investment made, guarantee given and securities provided by
the Company under Section 186 of the Companies Act, 2013 during the year under review and
hence the said provision is not applicable.
12. Extract of Annual Return:
As provided under Section 92(3) of the Act, the extract of annual return is given in
Annexure I in the prescribed Form MGT-9, which forms part of this report.
13. Subsidiary, Joint Ventures and Associate Concerns:
The Company does not have any Subsidiary, Joint Ventures or Associate Concerns as on 31st
March, 2022.
14. Corporate Governance:
Pursuant to regulation 34 of the Listing Regulations, a separate section on Corporate
Governance practices followed by the Company is provided elsewhere in this report together
with a certificate confirming the compliance of conditions of Corporate Governance issued
by the Statutory Auditors of the Company is attached hereto as part of this report
15. Managements Discussion and Analysis Report
In terms of the provisions of Regulation 34 of the Listing Regulations, the
Managements Discussion and Analysis Report for the year under review is presented in a
separate section forming part of this Annual Report.
16. Directors Responsibility Statement:
The Financial statements are prepared in accordance with Indian Accounting Standards
(Ind As) under the historical cost convention on accrual basis except for certain
financial instruments, which are measured at fair value, the provisions of the Act (to the
extent notified) and guidelines issued by the Securities and Exchange Board of India
(SEBI). The Ind As are prescribed under Section 133 of the Companies Act, 2013 ("the
Act"), read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015
and Companies (Indian Accounting Standards) Amendment Rules, 2016.
In accordance with the provisions of Section 134(5) of the Companies Act, 2013, the
directors hereby confirm that:
i) in the preparation of the annual accounts for the financial year ended 31st
March, 2022, the applicable accounting standard have been followed and there are no
material departures;
ii) they have 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 as at 31st March 2022 and of the profit
of the Company for the period from 1st April 2021 to 31st March
2022;
iii) they have 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;
iv) they have prepared the annual accounts on a going concern basis;
v) they have laid down internal financial controls to be followed by the Company and
such internal financial controls are adequate and operating effectively; and
vi) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
17. Contract and arrangements with Related Parties:
The Companys policy on dealing with related party transactions has been formulated and
amended from time to time. All contracts/arrangements/ transactions entered by the Company
during the financial year with related parties were in the ordinary course of business and
on the arms length basis. There are no materially significant related party transactions
made by the company with promoters, directors, key managerial personnel or other
designated persons, which may have a potential conflict with the interest of the company
at large. Your Directors draw attention of the members to Note 35 to the financial
statements which set out related party disclosures pursuant to clause 32 of the listing
agreement. Information on transactions with related parties pursuant to Section 134(3)(h)
of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in
Annexure II in Form AOC-2 and the same forms part of this report.
18. Auditor and Auditors Report:
M/s Vijay & Satish Bhatia, Chartered Accountants, Yamunanagar, Statutory Auditors
of the company, holds office till the conclusion of the ensuing Annual General Meeting and
is eligible for re-appointment for another term.
As required under the provisions of section - 139(1) of the Companies Act, 2013, the
company has received a written consent from M/s Vijay & Satish Bhatia, Chartered
Accountant to their appointment and a certificate, to the effect that their
re-appointment, if made, would be in accordance with the Act and the Rules framed there
under and that they satisfy the criteria provided in section- 141 of Companies Act, 2013.
The Board recommends their appointment for the financial year 2022-23.
The report of Statutory Auditors (appearing elsewhere in this Annual Report) is
self-explanatory having no adverse comments. There were no instances of fraud reported by
the Statutory Auditors to the Central Government or to the Audit Committee of the Company
as indicated under the provisions of Section 143(12) of the Companies Act 2013.
Further auditors report for the financial year ended 31st March, 2022 is
given as an annexure which forms part of this report.
19. Secretarial A uditors:
Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has
appointed M/s J. P. Jagdev & Co., Ambala City, a firm of Company Secretaries in
practice to conduct Secretarial Audit for the financial year 2021-22. The Secretarial
Audit Report for the financial year ended 31st March, 2022 is annexed herewith
as Annexure III to this Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.
20. Cost Records and Audit::
Pursuant to Section 148(1) of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Amendment Rules, 2014 the maintenance of Cost Record is not applicable
on any business activities of the company, hence, this order is not applicable on Company.
21. Corporate Social Responsibility (CSR):
The Company is not required to constitute a Corporate Social Responsibility Committee
as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence
it is not required to formulate policy on corporate social responsibility.
22. Risk Management:
The board of the Company has formed a risk management committee, to frame, implement
and monitor the risk management plan for the Company. The Committee is responsible for
reviewing the risk management plan and ensuring its effectiveness. The audit committee has
additional oversight in the area of financial risks and controls. Major risks identified
by the businesses and functions are systematically addressed through mitigating actions on
a continuing basis.
23. Internal Control System and their adequacy:
The Companys internal controls are commensurate with the size of the company and the
nature of its business. These have been designed to provide reasonable assurance with
regard to recording and providing reliable financial and operational information,
complying with applicable statutes, safeguarding assets from unauthorized use, executing
transactions with proper authorization and ensuring compliance of corporate policies. The
company has an audit committee, the details of which are provided in the Corporate
Governance Report. The audit committee reviews the internal control system and follows up
on the implementation of corrective actions, if required. The committee also meets the
companys statutory auditors to ascertain, interalia their views on the adequacy of
internal control system in the Company and keeps the Board of Directors informed of its
major observations from time to time. The management also regularly reviews the
utilization of fiscal resource, compliance with law, efficiencies, so as to ensure optimum
utilization of resources and achieve better efficiencies. Based on its evaluation (as
defined in section 177 of Companies Act 2013), our audit committee has concluded that, as
of March 31,2022, our internal financial controls were adequate and operating effectively.
24. Vigil Mechanism Policy:
The Company has a vigil mechanism policy which also incorporates a whistle blower
policy in line with the provisions of the Section 177(9) and (10) of the Companies Act,
2013 and regulation 22 of the Listing Regulations, which deals with the genuine concerns
about unethical behavior, actual or suspected fraud and violation of the Companys Code of
Conduct and ethics.
25. Committees of Board:
The Board of Directors of your Company had already constituted various committees in
compliance with the provisions of the Companies Act, 2013 and Listing Agreement viz. Audit
Committee, Nomination and Remuneration Committee and Shareholders/Investors Grievances
Committee. All decisions pertaining to the constitution of committees, appointment of
members and fixing the terms of reference / role of the Committees are taken by the Board
of Directors. Detail of the role and composition of Committees, including the number of
meetings held during the financial year and attendance at meetings, are provided in the
Corporate Governance Report section of the Annual Report, which forms part of this report.
26. Conservation of Energy, Technology absorption and foreign exchange earnings and
outgo:
Information required under Section 134(3) (m) of Companies Act, 2013 read with
Companies (Accounts) Rules, 2014 is given as under:
Conservation of Energy: The Company has not been carrying on any manufacturing
activities, hence this information is not applicable on the company during the year under
review.
Technology absorption, adoption and innovation: The Company always adopted latest
technologies for improving the performance and quality of its services. The Companys
operations do not require significant import of technology.
Research and Development (R&D): The Company has not done any Research and
Development work during the year under review. However, the company has adopted/reviewed
the methods for improving the performance and quality of its services on regular basis.
Foreign Exchange Earnings and Outgo: The Company directly did not spend any foreign
exchange and also, did not earn any foreign exchange during the year under review.
However, the Company is having Branch/Permanent Establishment at Nepal and all the
information related to foreign exchange earnings and outgo is pertained to Nepal branch
only.
(Rs. In Lacs)
| Foreign exchange earnings and outgo |
2021-22 |
2020-21 |
| a. |
Erection, Commissioning and Supervision related activities (Including Overseas Branch
Revenue) |
NIL |
NIL |
| b. |
CIF Value of Imports |
NIL |
NIL |
| c. |
On Overseas Contracts (i.e. Overseas Branch expenditure) |
NIL |
571717.00 |
| d. |
Capital Goods (i.e. Capital expenditure incurred at Overseas Branch) |
0.00 |
0.00 |
27. Nomination, Remuneration and Evaluation Policy:
The Nomination, Remuneration and Evaluation Policy recommended by the Nomination and
Remuneration Committee is duly approved by the Board of Directors of the Company and the
same are provided in the Corporate Governance Report section of the Annual Report, which
forms part of this report.
28. Human Resources:
Your Company treats its "human resources" as one of its most important assets
and has taken continuous efforts to set up and maintain an efficient work force. The
company is continuously taken steps towards maintaining a low attrition rate which it
believes shall be achieved by investing in learning and development programmes for
employees, competitive compensation, creating a compelling work environment, empowering
employees at all levels as well as a well-structured reward and recognition mechanism.
29. Particulars of Employees:
I) The information required under Section 197 of the Act read with rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given
below:
a. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year:
| Executive Director |
Ratio to median Remuneration |
| 1 Sh. Sunil Chandra (Managing Director) |
0.76:1 |
Note: The Company has not given any remuneration/benefits to non-executive/independent
directors of the company during the year 2021-22.
b. The percentage increase in remuneration of each director, chief executive officer,
chief financial officer, company secretary in the financial year:
| Directors, Company Secretary and Financial Officer |
% increase in remuneration in the financial year |
| 1. Sh. Sunil Chandra (Managing Director) |
20% |
| 2. CS. Kaushal Walia (Company Secretary) |
NIL |
c. The percentage increase in the median remuneration of employees in the financial
year: NIL%
d. The number of permanent employees on the rolls of Company: 15 Employees as on 31st
March, 2022
e. The explanation on the relationship between average increase in remuneration and
Company performance: The performance of the Company for the current financial year is not
encouraging than the previous year. However, the Company has minor increase in
remuneration to Executive Director/key managerial personnel. While, at Middle & Junior
level management, the proper increment was given in accordance with the inflation rate and
at workmen and staff level.
f. Comparison of the remuneration of the key managerial personnel against the
performance of the Company: Remuneration to Managing and Whole time directors were paid as
per the scale approved by the members of the company.
g. Variations in the market capitalization of the Company, price earnings ratio as at
the closing date of the current financial year and previous financial year:
| Particulars |
March 31, 2021 |
March 31, 2022 |
% Change |
| Market Capitalization (Rs. In Lacs) |
100.57 |
161.77 |
60.85% |
h. Percentage increase over decrease in the market quotations of the shares of the
Company in comparison to the rate at which the Company came out with the Last public
offer:
| Particulars |
March 31, 2022 |
At the time of Last Public offer |
% Change |
| Market Price (BSE) |
5.63 |
10.00 |
(-) 56.30% |
i. Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration: Proper
increments at both managerial and staff/worker level has been given in financial year
2021-22.
j. Comparison of each remuneration of the key managerial personnel against the
performance of the Company: The increase in salary of Managing Directors by 20% was as per
term of appointment.
k. The key parameters for any variable component of remuneration availed by the
directors: No such variable component is included in the remuneration paid to directors.
l. The ratio of the remuneration of the highest paid director to that of the employees
who are not directors but receive remuneration in excess of the highest paid director
during the year: Sh. Sunil Chandra (Managing Director): 1:2.50
m. Affirmation that the remuneration is as per the remuneration policy of the Company:
The
Company affirms remuneration is as per the remuneration policy of the Company.
II. There was no employee on the role of the company who drew remuneration in excess of
the limits prescribed by the provisions of Section 197(12) of the Companies Act, 2013 read
with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, hence this relevant information is not applicable to the Company.
30. Disclosure under sexual harassment of women at workplace (Prevention, Prohibition
& Redressal) Act, 2013:
In order to prevent sexual harassment of women at work place a new act The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redresser) Act, 2013 has
been notified on 9th December, 2013. Under the said Act every company is required to set
up an Internal Complaints Committee to look into complaints relating to sexual harassment
at work place of any women employee. Company has adopted a policy for prevention of Sexual
Harassment of Women at workplace and has set up Committee for implementation of said
policy. During the year Company has not received any complaint of harassment.
31. Other Disclosures:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
i) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
ii) No Material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate
and the date of this Report.
2. The provisions of Section 125(2) of the Companies Act, 2013 related with transfer of
unclaimed dividend to Investor Education and Protection Fund do not apply to the Company
as there was no dividend declared and paid in previous years and there is no unclaimed
dividend.
3. Equity Shares:
• No issue of equity shares with differential rights as to dividend, voting or
otherwise during the year under review.
• The Company has not bought back any of its securities during the year under
review.
• No Bonus shares were issued during the year under review.
• No issue of shares (including sweat equity shares) to employees of the Company
under Stock option Scheme during the year under review.
• No Shares outstanding under the head Shares Suspense Account/Unclaimed Suspense
Account at the beginning and end of the year under review.
32. Acknowledgements:
Your directors wish to place on record their gratitude for the valued support and
assistance extended to the Company by the Shareholders, Banks and Government Authorities
and look forward to their continued support. Your directors also express their
appreciation for the dedicated and sincere services rendered by the Executives, Officers
and Employees of the Company.
| By Order of the Board of Directors |
| Place: Yamunanagar |
|
| Dated: 05-09-2022 |
|
|
(SUNIL CHANDRA) |
|
Managing Director |
|
DIN: 01066065 |
+91-9892691696
