Apex Buildsys Ltd Directors Report.

Dear Members,

Your Directors have pleasure in presenting the 24th Annual Report along with the Audited Accounts for the year ended 31st March, 2016.

FINANCIAL RESULTS

The financial results for the year under review are summarized below for your consideration:

Particulars Year Ended 31st March, 2016 Year Ended 31st March, 2015
Total Income 8,860.04 18387.59
Profit before Depreciation & Tax (390.73) 1459.62
Less : Depreciation 1,346.11 1397.5
Profit/Loss before tax (11,499.02) (9115.49)
Less : Tax Expenses
Current Tax - -
Deferred Tax - (1582.97)
Add: Mat Credit Entitlement - -
Profit /Loss after Tax (11499.02) (7532.52)

REVIEW OF OPERATIONS

The turnover (total revenue) of the Company for the year ended 31st March, 2016 is Rs. 8,860.04 lacs as against Rs. 18,387.59 lacs in the previous year. The net loss amounts to Rs. 11,499.02 lacs.

INDUSTRY SCENARIO

PEB sector in India has been going through a very difficult phase over the last Five years and due which the Company wasnt able to perform well during the fiscal, and posted a net loss of Rs. 11,499.02 lacs for the financial year 2015-16.

Indias Media and Entertainment industry is expected to grow steadily over the next five years. The industry revenues are likely to exceed US$ 32.7 billion by 2019 from US$ 17.0 billion in 2014, growing at compound annual growth rate (CAGR) of 14.0 per cent between 2015 and 2020.

The management is optimistic about the good performance of the Company in near future.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits under section 73-76 of the Companies Act, 2013. There are no unclaimed or unpaid deposits lying outstanding as at 31s March, 2016.

MATERIAL CHANGES

No Material changes occurred subsequent to the close of the financial year 2015-16 to which the balance sheet relates till the date of this report.

DIVIDEND

Due to loss in the financial year ending 31st March, 2016 your directors do not recommend any dividend for the year. Your Board is optimistic for early recovery and growth of your Company.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 400,000,000 (Forty Crores Only) divided into 200,000,000 (Twenty Crore Only) Equity Shares of Rs. 2/- (Rupees Two) each.

The Issued, Subscribed and fully paid up Capital of the is Rs. 13,71,85,912 (Thirteen Crore Seventy One Lacs Eighty Five Thousand Nine Hundred Twelve Only) divided into 6,85,92,956 (Six Crore Eighty Five Lac Ninety Two Thousand Nine Hundred Fifty Six Only) Equity Shares of Rs. 2/- (Rupees Two) each.

During the year under purview your Company neither enhanced the share capital of the Company nor reduced the same.

RESERVES

During the financial year, as on 31st March, 2016 the total reserves of the Company stood at Rs. 2,961.93 Lacs. For detailed breakup of reserves see Note no. 3 of Balance Sheet annexed herewith.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act, Mr. Amit Bharana, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his appointment as Director at the ensuing Annual General Meeting.

Mr. Surya Dutta Sharma and Ms. Chetna Kumar resigned from the directorship of the Company vide their letter dated 01st September, 2015 and 02nd September, 2015 respectively.

Further, Ms. Vandana Kaushik, Mr. Mast Ram, Mr. Rattan Lal and Mr. Sushant Bhatnagar were appointed as an Additional Directors of the Company w.e.f. 15th October, 2015, 02nd December, 2015, 04th February, 2016 and 04th February, 2016 respectively. Further Ms. Vandana Kaushik, Mr. Hem Singh Bharana and Mr. Sushant Bhatnagar were resigned from the directorship of the company w.e.f. 03rd December, 2015, 13th June, 2016 and 14th June, 2016 respectively. Mr. Rattan Lal hold the office up to the conclusion of this Annual General Meeting. His appointment as a Director of the Company is proposed at the ensuing Annual General Meeting of the Company.

As on 31st March, 2016 Mr. Amit Bharana, Mr. Mast Ram, Mr. Rattan Lal, Mr. H. S. Bharana and Mr. Sushant Bhatnagar were the Directors of the Company.

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.

As per the provisions of the Companies Act, 2013, Independent Directors are eligible to hold office for a term up to 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/SEBI ((Listing Obligations and Disclosure Requirements) Regulations, 2015.

Mr. Sushil Gupta, Chief Financial Officer of the company has resigned w.e.f. 31st May, 2016. Furthermore Mr. Gaurav Rajoriya appointed as Company Secretary w.e.f. 03rd July, 2015 and resigned on 03rd December, 2015. Thereafter, Mr. Mukul Tyagi, appointed as Company Secretary of the company w.e.f. 30th December, 2015 and he resigned w.e.f. 30th May, 2016. Further Mr. Puneet Jolly has been appointed Company Secretary w.e.f. 01st June, 2016.

MEETINGS

During the year under review, Five Board Meetings were convened and held on 03/07/2015, 15/10/2015, 02/12/2015, 30/12/ 2015 & 04/02/2016. The 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 SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, 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 Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The performance evaluation of the Independent Directors was done by the entire Board excluding the Directors being evaluated. The performance evaluation of the Chairman, Board as a whole and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

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 shall be enclosed as Annexure V.

NOMINATION AND 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. Details of which is mentioned Corporate Governance Report attached to this report.

MANAGERIAL REMUNERATION:

A) Details of the ratio of the remuneration of each director to the median employees remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

PARTICULARS REMARKS
1. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 12.235 %
2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year NIL
3. The percentage increase in the median remuneration of employees in the financial year 20 %
4. The number of permanent employees on the rolls of company 193
5. 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 Employee in middle & lower grades were given an average salary increase of 20% to match inflation and keep them motivated
6. Affirmation that the remuneration is as per the remuneration policy of the company YES

 

PARTICULARS DETAILS
B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 NONE
C) Any director who is in receipt of any commission from the company and who is a Managing Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Boards Report. NIL

D) The following disclosures are mentioned in the Board of Directors report under the heading "Corporate Governance", if any, attached to the financial statement:—

(i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

Particulars Mr. Amit Bharana
(Whole Time Director)
Basic Salary 1530248.00
Perquisites and Contribution to PF and Other Funds 2419395.00
Total 39,49.643.00

(ii) Details of fixed component and performance linked incentives along with the performance criteria; NA

(iii) Service contracts, notice period, severance fees; NA

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable. NA

STATUTORY AUDITORS

M/s. P.C. Bindal & Co. Chartered Accountants, who were appointed as Statutory Auditors of the Company by the Members at the 22nd Annual General Meeting (AGM), held on 27th September, 2014 from the conclusion of 22nd AGM till the conclusion of 25th AGM to be held in the year 2017 for the term of three years, subject to the ratification in each Annual General Meeting. In this regard, the Board in their meeting held on 30th August, 2016, based on recommendation of Audit Committee, has recommended the ratification of M/s PC. Bindal & Co., Chartered Accountants, as Statutory Auditors of the Company in the forthcoming Annual General Meeting. The Audit Committee and the Board reviewed their eligibility criteria, as laid down under section 141 of the Companies Act, 2013.

SECRETARIAL AUDITOR REPORT

M/s. SKP & Co., Practicing Company Secretaries (C.P No.: 6575), appointed as Secretarial Auditors of the Company for the purpose of audit of all applicable laws on the Company for the financial year 2015-16. The Secretarial audit report issued by the said auditors in form MR-3 has been annexed to this report as Annexure VI.

With respect to the observations made in the Secretarial Audit Report, the action taken by the management is given below:

Observation in Secretarial Audit Report Management Reply
1. The Company has not appointed any internal auditor in the Company as required under the provisions of the section 138(1) read with Rule 13 of the Companies (Audit & Auditors) Rules 2014. On the recommendation of Audit Committee, The company is in process to appoint an Internal Auditor in the company. However, the internal auditor report, prepared by official of the company, was presented in the Audit meeting of the company.
2. The Board of Directors of the Company was constituted of only two Directors for a continuous period of thirty days and consequently the constitution of the statutory Committees of the Board has been intermittently defective due to defect in constitution of the Board and/or due to frequent changes in the constitution of the Board of Directors of the Company. Also, the Company has not filled up intermittent vacancy of woman Director as required by the provisions of Rule 3 of Companies (Appointment and Qualification of Directors) Rules 2014 read with Section 149 of the Companies Act 2013. Due to resignation of two independent directors in the month of September, 2015, your company had only two directors in the board for a period. The Companies Act allows to appoint directors in immediate next board meeting in case of non-constitution of the Board. Accordingly the company appointed the directors in the next immediate meeting held thereafter. Further the woman director has resigned in the month of December, 2015. For this regard your company is in process to appoint woman director for the compliance of Rule 3 of Companies (Appointment and Qualification of Directors) Rules 2014 read with Section 149 of the Companies Act 2013
3. The Audit Committee met only three times during the financial year under review. One meeting of the Committee was held with a gap of more than one hundred and twenty days from its previous meeting, against the provisions of Clause 49 of the erstwhile listing agreement and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Company is having proven track record of gross compliance with all applicable rules and regulations. Due to lack of proper constitution of members of Board of Directors, the Audit Committee also had not proper constitution for a quarter during financial year. Hence the Audit Committee met only three times during the year. Your company appointed the director for proper constitution of member of Audit Company in immediate next Board Meeting.
4. Annual General Meeting (AGM) of the Company was held beyond the due date provided u/s 96 (1) of the Companies Act 2013. The Registrar of Companies extended the date for holding AGM by one month, however the Company could not hold the said AGM within such extended period and made a further delay of sixty days in holding the said AGM. Due to technical reasons including but not limited to failure of Enterprise Resource planning (ERP) Software which resulted in huge loss of data of the company, the meeting of board of director on 14th August, 2015 for transacting businesses like approval of Board report, corporate governance report etc. was cancelled. The reason thereof the Annual General Meeting of the company was delayed. The company had already filled the compounding of delay in holding of Annual General Meeting in the calendar year 2014-15.
5. There have been considerable delays in complying with the erstwhile Clause 41 of the Listing Agreement entered into by the Company with Stock Exchange where the shares of the Company are listed. A Penalty of Rs. 13.36 Lakh has been imposed by the Stock Exchange for the said default. Your company has record of submission of unaudited quarterly financial result on time as stipulated in Clause 41 of the Listing Agreement entered into by the Company with Stock Exchange. In last financial year, the company could not hold board meeting to approve the quarterly results on the time due to lack of quorum/ non-availability of directors. The company had complied the provisions of the listing agreement thereafter. Further applied for waive off the penalty imposed by BSE on the company.

INTERNAL AUDITOR, INTERNAL AUDIT & CONTROLS

The Company has implemented proper internal audit mechanism and the internal audit is being done by the internal auditing department of the Company and the Audit Committee is regularly being apprised of the findings of the Internal Audit Department.

AUDIT COMMITTEE

The Audit Committee of Board comprises of Mr. Mast Ram, Mr. Ratan Lal and Mr. Amit Bharana out of which two are independent Directors. Mr. Mast Ram was 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 SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015. For details, please refer to Corporate Governance Report attached to this report. The Board has accepted all the recommendation made by the Audit Committee.

AUDITORS REPORT

The Auditors Report contains some adverse remark or qualification. The management properly replied on the observation given in Independent Auditors Report.

Observation Management Reply
1. Out of total trade receivables of Rs 12,758.91 lacs as on 31st March 2016, trade receivables for Rs 2,211.67 lacs are outstanding from the period prior to 1st April 2014. No provision has been made for bad or doubtful debts for Rs. 2,211.67 lacs by the Company. In view of the above mentioned facts, the Total Assets ofthe Company are presently being inflated by the same amount, the Loss for the year and the total accumulated losses of the Company will increase by the same amount The company has (i) filed arbitration in some cases, (ii) undertaking confirmation and reconciliation process in cases other than arbitration cases, and (iii) been continuously following up with customers for recovery and as industry is now recovering, it will increase cash inflow from such receivables.
2. The BSE Limited have levied a penalty of Rs 13.36 lacs for non-approval/ publishing / filing of financial results of quarter ended 30th June 2015 and 30th September 2015 on time. No provision has been made for the same as Management expects it to be waived off. In view of the above mentioned facts, the Total liability of the Company is presently being understated by an amount of Rs. 13.36 lacs and as per the effects of the said treatment, the Loss for the year and the total accumulated losses of the Company will increase by the same amount Further financial results of quarter ended 31st December 2015 was also not-published & filled within the prescribed limit of 45 days, resulting suspension of trading w.e.f 25th February 2016. The company has complied with all rules, regulation and law of SEBI and Companies Act, 2013 except mentioned in this report and also replied to BSE to waive off the penalty levied on the company for the same.
3. There is delay in deposit of statutory dues including VAT, Service Tax, Excise & Income Tax, Entertainment Tax, Professional Tax, ESI & Provident Fund etc. and other similar dues and also delay in filing of returns & forms. No provisions have been made for possible interest and Penalty which may be levied due to delay/non compliances as exact quantification is not possible. The total undisputed amount of statutory dues pertaining to VAT, Service Tax, Excise & Income Tax, Entertainment Tax, Professional Tax, ESI & Provident Fund etc. is Rs. 1,057.89 lacs out of which Rs 904.28 lacs. is outstanding for more than six months as on 31.03.2016. The company has not been able to pay the statutory dues owing to the slow realization of debtors. Further, there has been no funds received from the banks owing to the current logjam. Since the industry is recovering and the company is undertaking confirmation and reconciliation process in the right earnest, the debtors realisation is expected to be better in the FY 2016-17 and hence, expects to pay off all the statutory dues in the due course.
4. The loans/ credit facilities provided by lenders have been classified as Non-Performing Assets (NPA) by 4 lenders out of 5 lenders .as on balance sheet date. The Company is in discussion with the banks for restructuring the debt and expects the status change in the financial year 2016-17.
5. The company is in process of complying with the relevant provisions of the Companies Act 2013 & the SEBI Act, 1992, as amended, which were earlier non complied. more particularly with respect to, quorums, meetings of board of directors, various committees, submission and publication of quarterly results, filing of various forms & declarations, compliance with listing regulations etc. Due to resignation of directors of the company, your company unable to complied with relevant provisions of Companies Act, 2013 and SEBI Act, 1992 in respect to quorum, board meeting and submission of results etc for a short period. Your company immediately appointed the directors and complied with all relevant provision with full spirit.

The observations and comments given by the Auditors read together with notes to accounts are self-explanatory; hence do not call for any further comments under provisions of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall 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.

PARTICULARS OF EMPLOYEES

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure II.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is as per below mentioned details:-

CONSERVATION OF ENERGY:

The Company lays great emphasis on savings in the cost of energy consumption. Achieving reduction in the per unit consumption of energy is an ongoing exercise in the Company; this includes periodical check-ups, preventive maintenance and calibration of all electrical instruments & machineries. Effective measures have been taken to minimize the loss of energy as far as possible.

The detail regarding present energy consumption including captive generation is furnished as below:

I. Power & Fuel Consumption

1. Electricity Purchased 2014-15 2015-16
Unit 1599918 1463208
Total Amount (In Rs.) 13183616 12670891
Rate Per Unit 8.24 8.66
2. Own Generation through Diesel Generator
Unit 148363 39149
Units per lit. of Diesel Oil 2094882 0.37
Cost/Unit 14.12 21.97

II. Consumption per unit of Production

2014-15 2015-16
Production (MTs) 9271.02 9041
Electricity (Unit/MT) 172.57 161.84
Electricity (Rs./ Mt) 1422.02 1401.49
Diesel (Unit/Mt) 16.00 4.33
Diesel (Rs/MT) 225.96 95.14

TECHNOLOGY ABSORPTION:

Your Company deploys latest updated technologies such as Highway Girders, Pipe Racks to the level of 2800 mm height of beam manufacturing with automatic welding, CNC punching & shearing, CNC sheet profiling and Multi torch flame cutting. This technology implemented by the company is best available in the world in the field of Pre-engineered Buildings.

The foreign exchange earning/outgo during the year are as under:

Particulars Current Year Previous Year
Foreign Exchange Earning Nil Nil
Foreign Exchange Outgo 9.53 12.18

SUBSIDIARY COMPANY

M/s Silverline Cinemas Private Limited is the only Wholly Owned Subsidiary of the Company. Copies of the Balance Sheet, Profit & Loss Account and Reports of the Auditors and Directors of the Subsidiary Company have not been attached as per the consent granted by the Board of Directors of the Company in terms of general exemption granted by the Ministry of Corporate Affairs, Government of India. However as per the terms of general exemption, a statement containing brief financial details of the subsidiary company for the year ended 31st March, 2016 is included in the Annual Report (Annexure IV). As required under the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 the Company has prepared the Consolidated Financial Statements of the Company and its subsidiary as per the Accounting Standard (AS) 21, Consolidated Financial Statements which form part of the Annual Report and Accounts.

The Annual Accounts of the subsidiary company and the related detailed information shall be made available to shareholders of the Company seeking such information. The Annual Accounts of the subsidiary company are also kept for inspection by any shareholder at the registered office of your Company.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 Details of Loans during the year under review:

Sl. No. Date of making loan Details of Borrower Amount Purpose for which the loan is to be utilized by the recipient Time period for which it is given Date of BR Date of SR (if reqd) Rate of Interest Security
NA

Details of Investments:- as on 31.03.2016

31st Mar., 2016

No. of Share ( in Lacs)
Investments in Government Securities 0.38
Investment (Long Term, Fully Paid Up)
A. Quoted Shares
Castrol India Ltd 60 0.05
Choksi Tube Company Ltd. 200 0.08
Indo Bosch Gems and Jewellery Ltd. 100 0.04
Indo French Biotech Enterprises Ltd. 1000 0.48
ITC LTD (Face Value Rs.1/-) 750 1.02
Jindal Stainless Ltd. 220 0.27
Jindal Steel & Power Ltd. (Face Value Rs.1/-) 2400 0.18
Nagarjuna Fertilizers & Chemicals Ltd. (Face Value Rs.1/-) 110 0.03
Nagarjuna Oil Refinery Ltd. 100 -
Nahar Industrial Enterprises Ltd. 120 0.26
Nalwa Sons Investments Ltd. 16 -
NEPC India Ltd. 520 0.60
NEPC Tea Garden Ltd. 6 0.00
Paam Pharmaceuticals (Delhi) Limited 500 0.37
Pasupati Spinning and Weaving Mills Ltd. 80 0.25
Ready Food Ltd. 1800 0.48
Rohini Strips Ltd. 400 0.11
Saraswati Industrial Syndicate Ltd. 100 0.36
Skyline NEPC Ltd. 600 0.31
Surlux Diagnostic Ltd. 1000 0.35
Vikas Hybride Ltd. 200 0.14
Western Paques (I) Ltd. 100 0.25
Whirlpool of India Ltd. 125 0.30
Total 5.92
B. Unquoted
1. Debentures (Non Trade) 0.07
2. Others -
3. Subsidiary (Trade) 81.86

Details of Guarantee / Security Provided during the year under review:

Date of providing security guarantee Details of recipient Amount Purpose for which the security/ guarantee is proposed to be utilized by the recipient Date of BR Date of SR (if any) Commission
NA

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 arms length transactions under third proviso thereto has been disclosed in Form No. AOC-2 as Annexure III.

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 MGT 9 as a part of this Annual Report as ANNEXURE I.

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

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.

CORPORATE GOVERNANCE CERTIFICATE

The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by Securities and Exchange Board of India (SEBI). A separate Report on Corporate Governance along with Certificate from Ms. Pooja Anand, Company Secretary in Practice on compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 is provided as part of this Annual Report.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

A Company holds fiduciary relationship with its stakeholders and community, where the Board of Directors of the Company acts as trustee to all the stakeholders of the Company to enhance the stakeholders 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 along with Certificate on its compliance from Ms. Pooja Anand, Company Secretary in Practice is enclosed with this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not required to constitute the CSR committee to formulate, implement and monitor the CSR Policy of the Company.

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 throughjob rotation andjob enlargement.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to BSE where the Companys Shares are listed.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on behalf of the Board of Directors
For Apex Buildsys Limited
[Formerly known as Era Buildsys Limited]
(Amit Bharana)
Place: Noida Chairman and Whole Time Director
Date: 30th August, 2016 (DIN: 01291420)