CCL International Ltd Directors Report.

To,

The Members,

CCL INTERNATIONAL LIMITED

Your Directors have the pleasure in presenting the 27th Annual Report together with Audited Financial Statement of the Company for the Financial Year ended 31st March 2018.

1. Financial Results:

The financial performance of your Company for the year ended March 31,2018 is summarized below:

(Rs. In Lacs)

Particulars Standalone Consolidated
Current Year Previous Year Current Year Previous Year
31.03.2018 31.03.2017 31.03.2018 31.03.2017
Revenue from operations 3400.08 7098.43 3400.08 7098.43
Profit for the year after meeting all expenses (before Depreciation, Interest & Tax) 356.98 581.91 356.98 581.91
Less:
Interest 154.91 143.84 154.91 143.84
Depreciation & Amortization 182.22 143.05 182.22 143.05
Profit/(Loss) before share of Profit/(Loss) from Investment in Associates Companies 19.85 295.02 19.85 295.02
Share of Profit/Loss from Associates companies 61.48 (3.55)
Provisions
- Provision for Taxation 0.00 0.00 0.00 0.00
- Provision for Current year Deferred 11.45 (15.23) 11.45 (15.23)
Tax Liability
Profit/(Loss) after Tax 8.40 310.25 69.88 306.70
Appropriations
- Profit Brought Forward from 949.03 638.78 858.32 638.78
Previous Year
- Adjustment for Share of Post acquisition accumulated Profits/Reserves 0.00 0.00 0.00 (87.16)
Profit/Loss Carried to Balance Sheet 957.43 949.03 928.20 858.32

2. Company Performance:

Standalone

On Standalone basis, the turnover for the Financial Year 2017-18 is Rs.3400.08 Lacs was lower by 52.10% over last year (Rs. 7098.43 Lacs in Financial year 2016-17).Simultaneously, there has been decrease in the profitability also. The Profit after tax is decreased by 97.29% to Rs. 8.40 Lacs as compared to Rs. 310.26 Lacs in the last year.

Consolidated

During the year under review, the Company achieved a consolidated turnover of Rs. 3400.08.Whereas, the Profit after tax amounts to Rs. 69.88 Lacs on a consolidated basis.

Due to competitive pressure infrastructure development in India has been going through a very difficult phase over the last few years, affecting the overall performance. Consequently, players in the construction space, especially those in business of Road construction & building large infrastructure for the state and central governments, had to face severe financial, operational and regulatory challenges, such as very tight liquidity conditions, serious stress on cash flows, as well as sundry issues brought up in the ambit of environment and social displacement.

Our focus area continues to be the execution of civil engineering projects with specialization on road & bridge. Further your Company had been successful in bagging various contracts for execution of Infrastructure Projects. Apart from above, the Company expects substantial increase in the order book position.

Your Directors & Management along with the entire team is taking all possible action to ensure that we are able to sustain our financial growth and business operational developments inspite of all adverse external conditions & competition.

3. Business Operations:

As you are already aware, your company introduced a German Technology i.e. Evocrete ST used in various regions in conducting its road construction activities and working with it from the past 6 years which has affected the goodwill and profitability of the company. Since using this technology, the Company has bagged various infrastructure development projects operational in many parts of the country which are based on

the same German Technology. Evocrete! CCL has brilliantly used its management skills and expanded its reach to different region of the country.

Product: "EvoCrete" is a unique formulation which provides for modification of soil making it appropriate for road construction. It is used for complete solidification of any soil type which has zero or negligible aggregates. Under this technology a mechanized recycler or as also called a soil stabilizer is used for integrating an additive to the soil. Even a Ready Mix Cement plant tested & tried on more than 5.0 Million Sq. M eters world over is being used as per road or pavement design leading to best in class ready to use traffic roads. In brief we can say that the German Technology provides for a soil stabilization technique which binds the soil with adequate quantity of cement and water ensuing in development of solid concrete slab.

EvoCrete is the latest generation evolved soil & Concrete modifiers for infrastructure industry are most trusted world over to bring speed, strength & life. Remarkable Additives helps in cost & engineering designs. Technology i.e. specialized for infra projects, evolved to construct roads, highways, canals, railways etc. at most cost effective & efficient manner. We would also like to share the areas where we use the material named EvoCrete. A list of which is shown on the next page

During the year under review, the company bagged number of new projects in vertical it operates its Business activity regardless of uncertainties and challenges arising in the market conditions; the company has successfully demonstrated strong value addition in the infrastructure sector. In the year under review, the company has not only completed the ongoing projects in an efficient manner but has also acquired various new and innovative projects in the field of Infrastructure Segment and your Directors are pleased to inform that during the year under report, the Company has secured the following Main Contracts:

• Rehabilitation to Agia-Medhipara-Phulbari- Tura (AMPT) Road Portion from 67.60 Kms to

93.00 Km) (Ch 67.60 Km to-93.00 Km).

Contract Value -16.692 cr.

• Rehabilitation to Agia-Medhipara-Phulbari- Tura (AMPT) Road Portion from 0.00 Kms to

32.00 Km) (Ch 1st Km to 32nd Km).

Contract Value -16.036 cr.

• Rehabilitation of Chokpot Sibbari Road (0 to 28th Km) Portion from 0 to 10th Km, Length=10.00 Km by providing WBM and PMC/SC (Gr. No.I to VI)

Contract Value -5.080 cr.

To march on a higher growth route, your Company is competing for more new projects in domestic country and further increase turnover from existing & executed Projects. Securing new projects assumes importance in the wake of better profit margins .Your Company as a group offers the vast spectrum of infrastructure services in the

areas of Construction of bridges, Construction of roads, and Construction of highways. During the year under review, the Company stepped in contracts with various other organizations like Border Road Organization, National Highways Authority of India, Government of Assam, Government of Haryana, PWD Department Government of Meghalaya and for executing its ongoing projects which would surely enhance the growth, goodwill and public reputation of your company and would proved out to be more profitable in the coming months.

Our other areas of operation includes Trading of Steels, Non-Ferrous Metals, Fabrics , Cements that have also proved out to be profitable for the company. It is needed to be pointed out that as your company is bifurcated into two major business operation i.e. trading & infrastructure segment and during the relevant previous year revenue generation from the Infrastructure sector stood to be significantly higher as compared with revenue generation from an trading sector, and steps has been taken by your company and revenue collected from the Infrastructure sector has substantially increased from the previous year.

The Directors and the management placed on record the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. Other factors which contributed for smooth performance of companies operational activities can be noted to be better price realization, richer product mix, and effective & efficient work efforts.

4. Material Changes in Business Operations:

There was no change in the nature of the business of the Company during the year ended on 31st March, 2018. Further, there are no material changes occurred in between the financial year ended on 31st March, 2018 and date of the report of the Company which affects the financial position of the Company.

5. Transfer to reserve

During the year under review, the company has not transferred any amount to General Reserve.

6. Dividend

No amount is recommended as Dividend for the financial year 2017-18.

7. Number of meeting of Board of Directors

Pursuant to Companies Act, 2013 and the Rules framed there under, 6 Board Meetings were held in the financial year 2017-18. The details of the meeting are disclosed in the Corporate Governance Report forming part of this Annual Report.

8. Audit Committee

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Sections 177 (8) of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015. The composition of Audit committee is disclosed in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

9. Particulars of Loans, Guarantees or Investments under Section 186

The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements forming part of this Annual Report.

10. Adequacy of Internal Control System:

The company has proper and adequate system of Internal Control to monitor proper recording of transaction according to policies and procedures

laid down by the company. The company regularly monitors that all regulatory guidelines are complied with at all levels.

The Audit Committee constituted by the Board reviews the adequacy of Internal Control System. The Internal Auditors Report dealing with the internal control system is considered by the Audit Committee and appropriate actions are taken wherever deemed necessary.

11. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are as follows:

Conservation of Energy & Technology Absorption:

The Company does not have any manufacturing facility, the other particulars required to be provided in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. Nevertheless, during the period the Company continued its endeavor to conserve energy through various modes. Energy conservation continues to be a focus area for the Company. Energy conservation measures are meticulously followed and conform to the highest standards.

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo:

(Rs. In c r.)

2017-18 2016-17
a) Foreign Exchange earnings 0.00 0.00
b) Foreign Exchange outgo 1.01 1.65

12. Details of Subsidiary/Joint Ventures/ Associates

During the year under review, the company has not any subsidiary companies but has associates companies and Partnership JV Firm. A statement containing salient features of the financial statements of the Companys associates in Form AOC-1 is appended to this Report as Annexure B.

Sl. No. Name of Companies No. of Shares % of holding
1. MokhaVyapaar Private Limited 5,73,600 49.615%
2. Pushpak Trading & Consultancy Private Limited 12,59,000 48.833%
3. Brothers Trading Private Limited 1,43,850 49.696%
4. KPM-CCL- JV 50.00%

13. Corporate Social Responsibility (CSR)

The CSR provisions were not applicable on the company during the year under review.

14. Directors & Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Rama Gupta, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered herself for re-appointment.

Mr. Vinod Kumar [DIN 07218660] has been appointed as Independent Director on the Board of Directors of your Company w.e.f September 29, 2017 and Mrs. Rama Gupta [DIN 00080613] has been re-designated from Non-Executive Director to Chairman cum Managing Director w.e.f September 29, 2017 and also Mr. Akash Gupta [DIN 01940481] has been re-designated from Managing Director cum Chief Executive Officer to Executive Director.

All the Independent Directors have given declaration regarding their compliance of provisions Section 149 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the first board meeting of the FY 2017-18. No independent director has been reappointed by the Company.

15. 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 Companys 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.

16. Significant and Material Orders

There are no significant and material order passed

by the regulator or court or tribunal impacting the going concern status and its future operations of the company. However, some of the orders are passed against the company are as under:

1. SEBI issued a SCN dated 29.04.2016 under sections 15HA of SEBI Act, 1992 and hearing on which has been completed and company has filed its written submission.

The Company, its Promoters have filed an application for minimum settlement before the consent division. However, the said consent application was rejected by high Powered Advisory Committee (HPAC) and according adjudication proceeding stated.

In the forgoing, the adjudication proceeding against the company, its promoters is disposed of without any penalty.

Hence, as per Adjudication Order, no quantum of penalty is being imposed on our Company.

2. Mr. Tara Chand Soni& Mr. Shyam Lal Bhati filed a civil & criminal case under section 138 of the Negotiable Instruments Act, 1881, in the Court of Alwar for cheque bouncing against the company and its director. Wherein the Court imposed Liability on company of Rs. 1.66 Cr. against the cheque amount of Rs. 1.12 Cr. The Company has mutually settled the matterby handed over the disputed factory situated at Alwar.

17. Vigil Mechanism Policy

The Vigil Mechanism of the Company, which also incorporates a whistle blower policy to deal with instance of fraud and mismanagement if any, in the group, in terms of the SEBI (LODR) 2015,put on the Companys website. A detail of Vigil Mechanism Policy is mentioned in Corporate Governance Report.

18. Risk Management

Details of development and implementation of Risk Management policy is mentioned in Corporate Governance Report.

19. Remuneration Policy

The Nomination and Remuneration (NR) Committee of the Company has formulated a policy for Directors, KMP and other employees. They have also developed the criteria for determining qualifications, positive attributes and independence of a Director and recommend

to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees.

The detail has been mentioned in Corporate Governance Report forming Part of the Annual Report.

120. Corporate Social Responsibility Committee

Since the Company does not fall within the ambit of the provisions of Section 135 of the Companies Act, 2013, the provisions relating to CSR do not apply to the Company.

21. Performance Evaluation

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Nonexecutive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established etc, which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairperson. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

22. Policy against Sexual and Workplace harassment

The Company believes in providing opportunity and key positions to women professionals. It has been the Endeavour of the Group to encourage women professionals by creating proper policies to tackle issues relating to safe and proper working conditions for them and create and maintain a healthy and conducive work

environment free of discrimination.

During the year under review there were no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

23. Related Party Transactions

Related Party Transaction that were entered into during the financial year was on arms length basis which fall under the ambit of Section 188(1) of the Act, and was in the ordinary course of business. None of the transactions could be considered as material in accordance with the policy of your Company on Materiality of Related Party Transactions, which is available on the website of the Company. Related Party Transaction is placed before the Audit Committee and also the Board for approval.

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 C in Form AOC-2 and the same forms part of this report.

124. Managerial Remuneration and Particulars of Employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-D to the Boards Report.

During the year under report, none of the employees was in receipt of remuneration in excess of the limits prescribed under section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendment thereto.

25. Extract of the Annual Return

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure-E to this Report.

26. Auditors and Auditors Report

Pursuant to the provisions of Section 139 of the

Act and the rules framed thereunder, M/s. KPMC & Associates, Chartered Accountants, (Firm Registration No. 005359C), were appointed as statutory auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of 28th Annual General Meeting of the Company to be held in the financial year ending 2019.

The notes to accounts appearing in the schedule and referred to in the Auditors Report are self explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

27. Cost Auditors

In accordance with Section 148(3) and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 the Audit Committee has recommended and the Board of Directors had appointed M/s. Neeraj Sharma & Co., Cost Accountants, Ghaziabad, being eligible and having sought for re-appointment, as Cost Auditors of the Company, to conduct Audit of cost records of the company relating to Work Contract for the financial year 2018-19 on a remuneration of 20,000/-. The remuneration payable to the cost auditor is required to be placed before the Members in the general meeting for their ratification. Accordingly, a resolution seeking members ratification for the remuneration payable to M/s. Neeraj Sharma & Co.,Cost Accountants, is included in the Notice convening the Annual General Meeting.

28. Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has re-appointed Ms. Richa Gulati, Practicing Company Secretary to conduct the Secretarial Audit of your Company for the financial year 201718. The Secretarial Audit Report is annexed herewith as Annexure-F & Annexure-G to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

29. Internal Auditors

The Board of Directors based on the recommendation of the Audit Committee have reappointed M/s. Vidya & Co., Chartered

Accountants, Delhi, as the Internal Auditors of your Company and their reports are reviewed by the Audit Committee from time to time.

30. Listing with Stock Exchange

The equity shares continue to be listed on the BSE Ltd (Bombay Stock Exchange). The Stock Exchange has nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the Country. The Company has paid annual listing fees for the financial year 2018-19 to the BSE Ltd and annual custody fees to National Securities Depository Limited and Central Depository Services (India) Limited.

31. Corporate Governance

Your Companys Corporate Governance philosophy esteems from the belief that Corporate Governance is a key element in improving efficiency, transparency, accountability and growth as well as enhancing investors confidence.

The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms an integral part of this report and the requisite Certificate duly signed confirming compliance with the conditions of Corporate Governance is attached to the report.

32. Management Discussion and Analysis Report

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 a detailed analysis of the Companys performance is discussed in the Management Discussion and Analysis Report, annexed to this report and form s pa rt of th i s Report.

33. Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the directors 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 at the end of the financial year and of the profit and loss of thecompany for that period;

c) the directors have 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 have prepared the annual accounts on a going concern basis;

e) the directors, have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. General Disclosures

The Board of 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:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under Employees Stock Option Scheme.

4. The Company does not have any scheme of

provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

5. No fraud has been reported by the Auditors to the Audit Committee or the Board.

Further, the company is compliant of the Secretarial Standards issued by the ICSI from time to time

35. Acknowledgements

Your directors take this opportunity to offer their sincere thanks and gratitude to:

1. The bankers of the company as well as other Financial Institutions for the financial facilities and support.

2. Business associates, vendors/contractors, shareholders, employees and esteemed clients for their unstinted support and assistance.

The Board also takes this opportunity to express their sincere appreciation of the efforts put in by the employees at all levels for achieving the results and hopes that they would continue their sincere and dedicated endeavors towards achieving better working results during the current year.

By Order of the Board of Director
Sd /-
(Rama Gupta)
Place: Delhi Chairman
Dated: 14.08.2018 [DIN 00080613]