Ducon Infratechnologies Ltd Directors Report.

Your Directors are pleased to present the Tenth Annual Report of your Company for the period ended March 31, 2019.

1. Financial Highlights

(Rs. in Lakhs)
Particulars Year ended 31/03/2019 Year ended 31/03/2018
Gross Income 39511.73 41,595.47
Profit Before Interest and Depreciation 1905.95 1,132.40
Finance Charges 1015.2 700.60
Profit before Depreciation 890.75 431.84
Provision for Depreciation 71.03 80.78
Net Profit Before Tax 819.72 351.06
Provision for Tax 186.3 117.77
Net Profit After Tax 633.41 233.29
Other Comprehensive Income (0.24) (4.77)
Total Comprehensive Income after Tax 633.17 228.52
Balance of Profit brought forward 1226.52 998.00
Income Tax Earlier Year 92.4 (3.89)
Balance available for appropriation 1859.69 1222.63

2. Management Analysis and Discussions

Discussion on financial performance with respect to operational performance

During the year, your Company earned total revenues of Rs. 39511.73 lacs compared with Rs. 41595.47 lacs during the previous year, reflecting a growth of (5%) over the previous year. The profit before tax stood at Rs. 819.72 lacs as compared to Rs. 351.06 lacs in the previous year. The Company has made a provision of tax totaling to Rs.186.3 lacs and the profit after tax stood at Rs. 633.17 lacs for the current year. The Operating Profit (earnings before depreciation and interest and tax) to Rs. 1905.95 lacs from Rs.1132.40 lacs.

Review of Operations- Engineering, Procurement and Construction - EPC and Air Pollution Control Systems - FGD

Flue-gas desulfurization (FGD) is a set of technologies used to remove sulfur dioxide (SO2) from exhaust flue gases of fossil-fuel power plants, and from the emissions of other sulfur oxide emitting processes. This process is carried out during combustion in fossil fuel power plants such as coal and oil fired combustion units. When coal or oil is burned to produce energy, about 95 percent or more of the sulfur is generally converted to sulfur dioxide (SO) under standard temperature conditions.

The Technology

FGD can be characterized into wet & spray dry scrubbing, wet sulfuric acid process, SNOX flue gas desulfurization and dry sorbent injection system based on methods of desulfurization. Most FGD systems employ two stages: one for fly ash removal and the other for SO removal. In wet scrubbing systems, the flue gas normally passes first through a fly ash removal device, either an electrostatic precipitator or a baghouse, and then into the SO2-absorber. However, in dry injection or spray drying operations, the SO2 is first reacted with the lime, and then the flue gas passes through a particulate control device. Another important design consideration associated with wet FGD systems is that the flue gas exiting the absorber is saturated with water and still contains some SO. These gases are highly corrosive to any downstream equipment such as fans, ducts and stacks. Two methods that may minimize corrosion are: (1) reheating the gases to above their dew point, or (2) using materials of construction and designs that allow equipment to withstand the corrosive conditions. Both alternatives are expensive. Engineers determine which method to use on a site-by-site basis. Wet FGD systems are widely used in comparison to dry FGD and are expected to maintain dominance over the forecast period owing to high efficiency and low maintenance.

Applications

Application segments of flue gas desulfurization market include new FGD systems and reagents & replacements. Increasing electricity demand in emerging economies such as China and India owing to rapid industrialization and urbanization is expected to increase the number of coal-fired power plants. This, in addition to increasing prevalence of airborne diseases, implementation of environmental laws and regulations, and growing concerns over environmental pollution is expected to boost the demand for new FGD systems in the market. The demand for reagents & replacements was primarily for repair of parts such as pump impellers, nozzles, valves and filter belts among others in established FGD systems. The increasing use of reagents such as limestone, dibasic acid, and sodium hydroxide is further expected to boost the growth of reagents & replacements application segment in the market. Increasing demand for FGD systems from chemicals, power generation, cement manufacturing, iron & steel, and many other industries is also expected to fuel the FGD market, globally

Geography

Flue gas desulfurization market has witnessed a significant growth in recent years due to stringent government policies relating to emissions of harmful gases in the environment. The global flue gas desulphurization (FGD) market is forecast to grow from $9.6 billion in 2018 to $12 billion by 2024, exhibiting a CAGR of over 4% during 2019-2024, owing to the enforcement of various federal laws and regulations that mandate SOx emitting industries to install air quality control equipment in their plants.

Regionally, Asia-Pacific is expected to exhibit the fastest growth in the global flue gas desulphurization market during the forecast period, on the back of the increasing demand for FGD systems from the growing industrial sectors such as cement and metal smelting in countries like China and India. Moreover, alarming pollution levels and stringent laws introduced by the governments to curb pollution in the region are also anticipated to aid the Asia-Pacific FGD market growth in coming years.

Key Players

Some of the major companies in global flue gas desulfurization market include Alstom S.A., Babcock & Wilcox, Siemens Energy, Thermax, Ducon Technologies Inc., Hamon Research-Cottrell, Mitsubishi Heavy Industries and Marsulex Environmental Technologies. Other companies include China Boqi, Chiyoda Corporation, Hitachi Power Systems America Ltd., Marsulex Environmental Technologies and Lonjing Environment Technology Co. Ltd.

FGD in India

India satisfies most of her power requirement through thermal power. Thermal power generation constitutes about 56.5 per cent of the total installed capacity followed by renewable energy which is 21.2 per cent. Going forward, around 30 GW of coal- based capacity is expected to be added over the next five years largely led by under-construction projects of state and central entities according to a Research by CRISIL.

Indian coal is high in ash, but is low in sulphur. Indian coal contains sulphur in the range of 0.25 per cent to 0.5 per cent. This range of sulphur content coal produces SO2 in the range of 1,500-2,000 microgram per cubic metre of flue gas (mg/Nm3). However, coal is also imported from Indonesia, Australia and South Africa for fuelling thermal power plants. This imported coal is high in sulphur content while being low in ash.

The government has focused on reduction of emissions from coal-based thermal power plants in accordance with the Intended Nationally Determined Contributions (INDCs) submitted to the United Nations Framework Convention on Climate Change (UNFCCC) that has committed to curb emission intensity of its economy by 30-35 per cent from the 2005 level by 2030. Accordingly, the Ministry of Environment, Forest and Climate Change (MoEFCC), has issued notification no: S.O.3305(E) titled Environmental (Protection) Amendment rules, 2015 dated 7.12.2015 with the objective of reducing emissions of suspended particulate matter (SPM), SOx, NOx and mercury at thermal power plants (TPPs). With the MoEFCC order, it has become compulsory to install Flue Gas Desulphurisation (FGD) system in the existing and upcoming thermal power plants to curb SOx emissions.

As per the implementation plan prepared by Central Electricity Authority (CEA), the existing TPPs are required to comply with the new emission standards by the year 2022.

Ducon and FGD

Globally, Ducon has supplied wet FGD systems on over 20,000 MW of combined power plant capacity. Ducon FGD systems can achieve over 99% sulfur dioxide removal efficiency. Ducon Flue Gas Desulfurization systems can also recover up to 90% of oxidized mercury in the flue gas.

Depending upon the reagent utilized, Ducon can select a packed tower, a spray tower or a Ventri-Rod Absorber (VRA™) (a proprietary Environeering unit) for the wet FGD application. For Dry Flue Gas Desulfurization systems, Ducon uses its proprietary two-fluid nozzle DRX-25 to atomize feed slurry in the spray reactor. Ducon can also provide a Circulating Reactor Dry FGD System suitable for applications of upto 3% sulfur coal and by utilizing dry lime, it can provide upto 97% SO2 removal efficiency. Ducon provides either bag house filter or Electrostatic Precipitator for duct collection downstream. Ducon works with reputable vendors to provide Gas-to-Gas heat exchangers, fans, controls, and reagent handling & feeding systems.

Ducon has the capability to provide a complete global turnkey installations including effluent treatment systems.

Milestone Projects

With many firsts in its stride, Ducon is rightly regarded as the pioneers of FGD in India.

• Ducon has installed Indias first Sea water FGD system with 100% of flue gas, for 2 X 250 MW Dahanu Termal Power Station for Reliance Energy Ltd. This unit consistently ranks among the cleanest as well as the most reliable power generating station in India. This project also disproved the notion that energy production and environmental protection are mutually exclusive.

• Ducon is also credited with providing Indias first Wet limestone FGD system on coal fired power plant with production of saleable Gypsum for 2 x 600 MW Udupi Thermal Power Station, Karnataka. Today this unit has become benchmark installation for those desirous of installing FGD systems in India.

• Indias first ever Dual Alkali Scrubber for Sterlite Copper, Toothukudi, Tamilnadu is provided by Ducon

• Indias first ever FGD system for Glass Furnace at Saint Gobain Glass, Sriperumbudur, Tamilnadu is installed by Ducon

Dry Bulk Material Handling System

The correct storage, extraction and the selection of suitable transportation systems is becoming increasingly important for power plant owners. This is particularly of great significance wherever a high service life, few to no interruptions, high throughputs and the lowest possible power consumptions are in demand.

Ducon with its technology, specializes in the Design, supply, installation of complete turnkey facilities for Bulk Material Handling and Pneumatic Conveying Systems. Ducon supplies systems to unload, store, reclaim, weigh and sometimes process materials of all kinds of Power, Cement, Steel, Alumina, Chemical and Petrochemical industries.

Where there is a product to move, Ducon has the product to move it.

• Pneumatic Conveying Systems (Lean and Dense Phase)

• Mechanical conveying systems

• Discharge systems for Silos and Hoppers

• Process of Bulk materials (Crushing and Grinding)

• Big bag filling and discharge systems

• Transhipment systems (Rail Wagon and Tanker Loading and Unloading system)

Ash handling systems for Power Generation Industry

The industrys main applications are the removal of ash from boiler and filter systems. Course ash / Fly ash collected at Economisor / Air Pre Heater / Duct Hoppers / ESP hoppers is pneumatically conveyed to intermediate silos and to remote silos. Ducon has the capability and technology to design the most efficient dense phase conveying system with capacity as high as 300 TPH and conveying distance in excess of 1500m.

DU-PUMP system

Ducon offers pressure pneumatic conveying system for conveying of various powdery material like Cement, Clinker dust, Sand, Coal, Alumina, Bentonite, Fly ash etc. DU-PUMP systems can operate at higher air to solid rations and it has many advantages like positive pressure system, low velocity, less erosion of pipes and bends.

DU-SLIDE conveyors

DU-SLIDE Conveyors are used to convey the material from one point to another via air. It is ideal for materials such as Fly Ash, Cement, Hydrated Lime, Alumina, Barites and Flour etc. The aeration of the material causes it to act like a fluid and gently slide along the gradual slope of the slide.

DU-SILO Fluidizer

Ducon provides material extraction systems for flat button and conical bottom silos for using reverse fludized cones and open- top-slide conveyors. The centre cone is fludized constantly whereas the radial side conveyors on silo bottom are operated sequentially for systematic extraction of material from silo.

As an EPC company, Ducon has executed multiple Dry Bulk Material Handling systems over the last One decade. Ducon is also credited with First ever Pipe Conveyor in Aluminium Industry at Hindalco Industries Limited - Mahan Aluminium, Singrauli, Madhya Pradesh and Aditya Aluminium, Lapanga, Orissa.

Rural and Urban Electrification Projects

In December 2014, Ministry of Power launched the Deen Dayal Gram Jyoti Yojana (DDUGJY) which subsumed RGGVY. The main object of the scheme was to ensure 100% rural electrification on targeted manner. It also involved improving subtransmission and distribution infrastructure in rural areas.

In 2015, the Central Government launched the Integrated Power Distribution Scheme (IPDS) with the objective to provide 24/7 power for all. One of the flagship programmes of the Ministry of Power, IPDS aims at strengthening of sub-transmission network, and also the metering, IT application, Customer care services and the completion of the ongoing works of Restructured Accelerated Power Development and completion of the Reforms Program (RAPDRP).

The new Saubhagya Scheme (Pradhan Mantri Sahaj Bijli Har Ghar Yojana) seeks to ensure universal household electrification, that is, in both rural and urban areas. Under this scheme, the identified poor households will get free electricity connections.

Ducon is executing Rural Electrification under DDUGJY scheme and Urban Electrification under IPDS scheme. This is the new segment which Ducon has diversified into. The projects involve, Construction of new 33 / 11KVA sub-stations, Augmentation of 33/11KVA sub-stations, New 33 KV lines, New 11 KV lines, Metering, etc. Your company plans to expand the volume of this segment in future.

Digital and Information Technology

Information Technology prompted and shaped industrial growth and transformed the lifestyle of the citizens. The year under review continues to be the tough one. The year witnessed moderate growth in Global demand of IT products reflecting broad pricing pressures, government spending constraints from continued fiscal challenges, data center consolidation enabled by virtualization, accelerating cloud adoption and a shift toward lower-cost hardware products. In India although the sentiment continues to be positive, demand on the ground has not picked across product categories. From an IT products standpoint, the market remains sluggish. Projects, essentially driven out of investment in infrastructure by government and corporates, have slowed down and only old projects are being executed. Your Company has demonstrated its high adversity quotient and its capacity for implementing differentiated strategic solutions.

Your companys IT segment currently only deals with network and hardware solutions, marketing initiatives, distribution, volume procurement and end to end technical support. Your company remains committed to bring technological expertise and experience in areas of industrial, infrastructure and digital space. Your company has also decided to selectively focus on areas in online ecommerce in India and abroad. The proposed move to services and platforms in the IT business is expected to see the Company gain traction in this segment in future.

With growing dependence on IT, thanks to the Internet and mobility, uptime of devices be it PCs, Tablets or Smartphones, and enterprise assets like networking devices, servers and storage which support them, has become critical for running business applications and maintaining operational efficiencies. User organizations have therefore time and again necessarily refurbished their IT hardware from a plethora of vendors ending up with products from multiple brands. To complicate matters further, rapid strides in technology have successfully shortened product life cycles and put tremendous strain on parts availability for maintenance of assets beyond service life. Managing the uptime of heterogeneous IT hardware is therefore a huge challenge for user companies. Your company is looking to tap this into a big opportunity and offer single window SLA bound AMC service for heterogeneous hardware, which spans PCs, peripherals, and enterprise assets. Your Companys investment and engagement over the years has enabled it to develop a strong foothold catering to Enterprise & Infrastructure projects.

Strengths

The inherent strength of your Company derives from its absolute belief in sound, sustainable business practices and an ability to continuously address the diverse needs of its customers. The strengths have enabled your Company to successfully articulate its various differentiated value propositions in the markets in which it operates. The strategic objective of the company is to build a sustainable organization that remains relevant to the agenda of the clients, while generating profitable growth for the investors. In order to do this, the company will apply the priorities of renew and new to our own business and cascade it to everything we do.

The Company provides the complete solutions in its EPC and IT segments. The strength of your Company is its core technology FGD, for which it is known for and ofcourse the EPC segment of Bulk Material Handling. With many successful installations in place, your company has the requisite expertise, dedicated group of talented Engineers and other professionals who drive its business and relationships with its business partners and manage its support functions. Having catered to the needs of the large corporates in India, your company has been receiving repeat orders over the years and expects it only to move upwards. The strategy is to engage with these clients on regular basis. The company expands existing client relationships by providing them with a broad set of end-to-end service offerings and increase the size, nature and number of projects they do with them.

Further, using the Lean strategies, your company has been able to identify the areas of improvements, re-design the workflows, and eliminate the unnecessary elements. The impact is seen in the operational efficiency and reflected in the financials of your company. We believe our strong brand, robust quality process and our access to skilled talent base at lower costs of providing services places to us in a unique position to take advantage of the opportunities available.

Quality

Your company has a full-fledged QA / QC department headed by an Engineering professional with the rank of Assistant General Manager. Pre-defined SOPs are followed in every stage of execution of projects. You company continues to strive towards operational and delivery excellences with a renewed focus on the path of business excellence. Customer Satisfaction and excellence in quality are key elements for succeeding in this competitive market. In order to be able to respond quickly to the customers, your Company continues with various internal initiatives to implement result oriented quality management models, compete effectively, improve organizational flexibility and efficiency, streamline internal processes across all its entities globally and institutionalize a culture of continuous improvement.

A strong emphasis is based on quality in every aspect of the companys activities. In line with this philosophy we have designed our quality management program and have defined several key parameters for measurement of quality levels to ensure improvement in the quality of the deliverables. Several initiatives have been taken to implement result oriented quality management models.

In order to be able to respond quickly to the customers, your Company continues with various internal initiatives to compete effectively, improve organizational flexibility and efficiency, streamline internal processes and institutionalize a culture of continuous improvement. The system comprises well defined organization structure, pre-identified authority levels and documented policy guidelines and manuals for delegation of authority.

Review of key business processes like business planning, reporting and communication has been done to make them more effective in meeting business objectives. Moving forward, your company shall continue to further strengthen its processes by adopting best-in-class standards.

Opportunities and threats

Opportunities

With our experience and expertise, we believe that we are strategically placed in our business segments. Our diversification strategy continues to provide us with new growth opportunities. Similarly the management decision of having suitable business tie up will help us to capture maximum opportunities in the recently revived FGD segment. Looking towards the future, your Company will remain focused on agility, innovation and operational excellence. Focusing on strategic verticals and geographies will also lead to an increase in the list of potential customer base.

Threats:

Competition is the main threat to most EPC companies and in IT sector, considering the aggressive pricing by the new entrants, changes in technology and markets. Changes in government policy or regulations / legislation etc also brings challenges and treats to the smooth functioning of the Company. The focus of the Traditional IT service providers is slowly moving towards industry focused business solutions and digital-business enablement. As companies recognize the critical role of technology as an enabler to their business, the number of in-house technology centres of large enterprises as well as the number of new entrants in the market increases.

Since the EPC sector is exposed to high attrition rate due to more opportunities available in market for the employee, retaining existing talent pool and attracting new talented manpower is a major risk to the Company. The Company has initiated various measures to enhance the retention of employees during the year which includes, employee engagement surveys, transparent Performance Management System, eSop etc to maintain employee-friendly culture in the organization.

Risks and Concerns

The Companys objectives and expectations may be forward looking within the meaning of applicable laws and regulations. The competition from large international and Indian companies is increasing in the domestic market space. Actual results may differ materially from those expressed. Important factors that could influence the Companys operations include change in government regulations, tax laws, increased competition, economic and political developments.

The productive life of resources is shrinking and the regulatory requirement in the areas of Air Pollution Control is tightening, thereby increasing the level of investment needed to meet the market requirements. These, while provide huge growth opportunities to your Company, also exposes it to increased competition. In the EPC industry, the ability to execute projects, build and maintain client partnerships and to achieve forecasted operating and financial results are significantly influenced by the organizations success in hiring, training and retaining highly skilled Engineering professionals. The market continues to be highly competitive for attracting and retaining Engineering and IT professionals & this is compounded by the ever changing constraints around talent mobility primarily on account of regulatory requirements and also the evolving value propositions for a range of clients across geographies.

Internal control systems and their adequacy

The Companys well-defined organizational structure, documented policy guidelines, defined authority matrix and internal controls ensure efficiency of operations, compliance with internal policies and applicable laws and regulations as well as protection of resources.

The Company has the robust Management Information System, which is an integral part of the control mechanism.The Company has a well-defined delegation of power with authority limits for approving revenue as well as expenditure and processing payments. Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revised standards operating procedures. The Companys internal control system is commensurate with its size, scale and complexities of its operations. The Company has made the employees responsible for establishing expectations and seeking feedback at every role that is assigned. The employees have been enabled to influence their network of peers to co-own goals. This has helped enable cross functional collaboration and interlock. Employees can give and receive help on their goals by making them public and also express their likelihood of reaching their goals. The company has put in place adequate systems of internal control commensurate with its size and the nature of its business. These systems provide a reasonable assurance in respect of financial and operational information, compliance with both applicable statutes, & corporate policies and safeguarding of the assets of the company.

Ducon Infratechonologies Limited has an audit committee, the details of which have been provided in the corporate governance report.The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggest improvements to strengthen the same.

3. Dividend

With a view to plough back the profits of the Company and keeping in mind the expansion of business activities, the Board of Directors consider it prudent and recommend not declaring any dividend for the year ended March 31, 2019.

4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

The Provisions of Sec.125 (2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

5. Transfer to reserves

The Company has not transferred any amount to reserves.

6. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report and details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future

There were no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the financial year of the Company and the date of the Directors report.

There are no significant and material orders passed by the Regulators or courts or tribunals impacting the going concern status and companys operations in future, except for the order passed by National Company Law Tribunal, Mumbai Bench on March 15, 2018 for approving the Scheme of Arrangement for the Demerger under Sections 230 to 232 of the Companies Act, 2013 between Ducon Technologies (India) Private Limited(Demerged Company) & Ducon Infratechnologies Limited (Formerly Known as Dynacons Technologies Limited) (Resulting Company) & their respective shareholders and creditors. The Company announced April 26, 2018 as effective date for the said Scheme.

The Company had allotted 2,62,52,017 equity shares pursuant to the Scheme of Amalgamation between Ducon Infratechnologies Limited and Ducon Technologies (I) Private Limited and Trading approval for the same had been received from National Stock Exchange of India Limited and bSe Limited on July 23, 2018.

Mr. Arun Govil had invoked 20,64,324 shares from June 20,2019 to June 27,2019 and his shareholding as on the date of Directors Report is 7,13,78,245 shares i.e. 68.19% of the total share capital of the Company.

Mr. Viren Shah, resigned from the post of Non-Executive & Independent Director of the Company w.e.f. 13.08.2019 and simultaneously from the post of Chairman of Nomination & Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee and as a member of Audit Committee.

7. Details of Holding/Subsidiary/Joint Ventures/Associate Companies:

The Company has a wholly-owned subsidiary at USA named "Ducon Combustion Equipment Inc." as on 31.03.2019. The same was incorporated on 04th December, 2017 at Newyork, USA with the objects to sell diversified combustion and power products.

8. Explanation or comments on Qualifications, reservations or adverse remarks made by Auditors and the Practicing Company Secretary in their Reports:

The Auditors Report to the members on the Accounts of the Company for the financial year ended 31st March, 2019 does not contain any qualifications, reservations or adverse remarks. However the auditors have given observation/emphasis on matter, the details of which are provided below alongwith managements reply:

Emphasis on Matter

The Company has made investments in equity shares of a private limited company aggregating to Rs. 500.00 lakhs as on March 31, 2019 reported under Investments in Non-Current Assets. The investments are to be measured at fair value in the statement of financial position as per requirements of Indian Accounting Standard 109. However, the management is of the opinion that since the audited financials of the private limited company is not finalized as on the date of audit and also keeping in view their long term business synergy and potential, it has been decided to value such investments at cost as on the year ended March 31,2019.

Boards Response: The Board is of the opinion that since the audited financials of the private limited company is not finalized as on the date of audit and also keeping in view their long term business synergy and potential, it has been decided to value such investments at cost as on the year ended March 31,2019.

The Secretarial Audit report does not contain any qualification, reservation or adverse remark however contains the following observation from Secretarial Auditor,

The Company had during the Board Meeting held on May 30, 2019, approved Audited financial results for the year ended on March 31, 2019 and identified that the provisions of Section 135 of the Companies Act, 2013 for Corporate Social Responsibility(CSR) are applicable to the Company from F.Y.2018-19.The Board had informed that they have taken steps to comply with the provisions of Companies Act,2013 and rules framed thereunder by forming CSR Committee and framing CSR policy, initiatives have been taken for project identification for spending the amount for CSR Activities.

Boards Response: The Board has taken steps to comply with the provisions of Companies Act, 2013 and rules framed thereunder by forming CSR Committee and framing CSR policy and initiatives have been taken for project identification for spending the amount for CSR Activities.

9. Directors and Key Managerial Personnel

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Company.

Mr. Arun Govil, Managing Director retires by rotation and being eligible, has offered himself for re-appointment. The Board recommends the resolutions for your approval for the above appointment.

The Board of Directors re-appointed Mr. Arun Govil, as Managing Director, for a further period of Three years with effect from September 30, 2019, subject to approval of members at the ensuing 10th AGM.

The above appointment/re-appointment by the Board of Directors are based on the recommendation of the Nomination and Remuneration Committee. The resolutions for aforementioned appointment/re-appointment and for payment of remuneration to Managing Director together with requisite disclosures are set out in the Notice of the ensuing 10th AGM. The Board recommends all the resolutions for your approval.

Mr. Viren Shah, resigned from the post of Non-Executive & Independent Director of the Company w.e.f. 13.08.2019 and simultaneously from the post of Chairman of Nomination & Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee and as a member of Audit Committee.

Pursuant to the provisions of Section 203 of the Act, there has been no change in the key managerial personnel during the year.

10. Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Hitesh Shah & Associates, Chartered Accountants, (ICAI Firm Registration No. 107416W) had been appointed as the statutory auditors of the Company, for a term of five consecutive years, at the AGM held in the year 2017. The Companies (Amendment) Act, 2017 has waived the requirement for ratification of the appointment of auditor by the shareholders at every Annual General Meeting with effect from May 07, 2018. Hence, the approval of the members is not being sought for the re-appointment of the Auditors in line with the resolution passed for their appointment at the 8th AGM held on September 29, 2017.

Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Auditors of your Company. They have also confirmed that they hold a valid peer review certificate as prescribed under Listing Regulations.

Auditors Report

The Auditors Report does not contain any qualification. However the auditors have given observation/emphasis on matter, the details of which are provided in Point no. 8 of Directors Report. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

11. Scheme of Arrangement

During the year under review, National Company Law Tribunal, Mumbai Bench, on March 15, 2018, had passed an order for approving the Scheme of Arrangement for the Demerger under Sections 230 to 232 of the Companies Act, 2013 between Ducon Technologies (India) Private Limited(Demerged Company) & Ducon Infratechnologies Limited (Formerly Known as Dynacons Technologies Limited) (Resulting Company) & their respective shareholders and creditors. The Company announced April 26, 2018 as effective date for the said Scheme.

The Company had allotted 2,62,52,017 equity shares pursuant to the Scheme of Amalgamation between Ducon Infratechnologies Limited and Ducon Technologies (I) Private Limited and rading approval for the same had been received from National Stock Exchange of India Limited and bSe Limited on July 23, 2018.

12. Corporate Governance

Your Company has always practiced sound corporate governance and takes necessary actions at appropriate times for meeting stakeholders expectations while continuing to comply with the mandatory provisions of corporate governance.

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on Management Discussion and Analysis, Corporate Governance as well as the Statutory Auditors Certificate regarding compliance of conditions of Corporate Governance forms part of the Annual Report.

13. Code of Conduct For Directors And Senior Management

The Directors and members of Senior Management have affirmed compliance with the Code of Conduct for Directors and Senior Management of the Company. The copies of Code of Conduct as applicable to the Executive Directors (including Senior Management of the Company) and Non-Executive Directors are uploaded on the website of the Company - www.duconinfra.co.in.

14. Familiarization Program for Independent Directors

The Company has practice of conducting familiarization program of the independent directors as detailed in the Corporate Governance Report which forms part of the Annual Report.

15. Particulars of the Employees

The information as required under Section 197 of the Act and rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made there-under is not applicable as none of the employees are in receipt of remuneration which exceeds the limits specified under the said rules.

16. Documents Placed on the Website

The following documents have been placed on the website in compliance with the Act

• Financial statements of the Company along with relevant documents.

• Details of Vigil mechanism for directors and employees to report genuine concerns as per proviso to Section 177(10).

• The terms and conditions of appointment of independent directors as per Schedule IV to the act.

• Latest Announcements

• Annual Reports

• Shareholding Pattern

• Code of Conduct

• Corporate Governance

• Nomination and Remuneration Policy

17. Human Resource Management (Material developments in Human resources/Industrial Relations front, including number of people employed)

Your Company has HR policy that elaborates on each aspect of human resource management including recruitment, employee development & training, staff welfare, administration services & recreation events. Your Companys core strength is its people. To bring in more business focus and total ownership, your Companys business organizational structure has been redesigned. This is expected to allow better growth and reward opportunities for talent, while simultaneously delivering better value to shareholders. The Company offers a growth environment along with monetary benefits in line with industry standards. The Company has a number of employee initiatives to attract, retain and develop talent in the organization.

Your Company encourages regular training and development program. Continuous training is imparted in advanced technologies, managerial and soft skills for the employees to enhance their skill-sets in alignment with their respective roles. The major thrust continues in the effort to bring about measurable change in training coverage and effectiveness, increasing the Leadership and Development opportunities for every staff member.

Companys people centric focus providing an open work environment fostering continuous improvement and development helped several employees realize their career aspirations during the year. Ducon has continually adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities.

Employee Retention is a key focus area. The Company has initiated various measures to enhance the retention of employees during the year which includes, employee engagement surveys, transparent Performance Management System, and connect to maintain employee-friendly culture in the organization.

18. Fixed Deposits

Your Company has not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as on the date of the Balance Sheet.

19. Directors Responsibility Statement

Pursuant to the provisions of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013 the Directors based on the information and representations received from the operating management confirm that:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with no material departures;

ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

iii) The Directors had taken proper and sufficient care, to the best of their knowledge and ability, 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) The Directors had prepared the annual accounts on a going concern basis; and

v) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

20. Share Capital

The paid up Equity Share Capital as on 31st March, 2018 was Rs.7,84,23,100 divided into 7,84,23,100 Equity shares of Re.1/- each which has increased to Rs. 10,46,75,117 divided into 10,46,75,117 Equity shares of Re.1/- each as on 31st March, 2019, since the Company had allotted 2,62,52,017 equity shares pursuant to the Scheme of Amalgamation between Ducon Infratechnologies Limited and Ducon Technologies (I) Private Limited and Trading approval for the same had been received from National Stock Exchange of India Limited and bSe Limited on July 23, 2018.

21. Shares

a. Buyback of Securities: The Company has not brought back any of the securities during the year under review.

b. Sweat Equity: The Company has not issued any sweat equity shares during the year under review.

c. Employee Stock Option Plan: The Company has granted 15,68,462 Employee Stock Options exercisable into equity shares on July 10, 2017 by passing Special Resolution through postal ballot, however, no ESOP were allotted by the Company till date.

22. Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, 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 Committee.

23. Number of Meetings of the Board

During the year Six Board Meetings were held. The details of the Board and various Committee meetings are given in the Corporate Governance Report.

24. Declaration by an Independent Director(s)

A declaration has been received by an Independent Director(s) that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015. Further, there has been no change in the circumstances which may affect their status as independent director during the year.

25. 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.

Nomination remuneration and compensation committee policy (NRC Committee)

The NRC Committee of the Company shall be formed by the Board of Directors of the Company out of its Board members. The NRC Committee shall consist of minimum three non-executive directors out of which two shall be independent directors. The chairperson of the company may be appointed as a member of the NRC Committee but shall not chair the NRC Committee. The Chairman of the NRC Committee shall be an independent director. No member of the NRC Committee shall have a relationship that may interfere with his independence from management and the Company or with the exercise of his duties as a NRC committee member. The NRC Committee may invite such of the executives of the Company, as it considers appropriate (and particularly the Managing Director) to be present at the meetings of the NRC committee, but on occasions it may also meet without the presence of any executives of the company. The Company Secretary shall act as the secretary to the NRC Committee.

26. Composition of Audit Committee

The Audit Committee which comprises of three directors namely, Mr. Harish Shetty, *Mr. Viren Shah and Ms. Ratna Jhaveri.

Note:*Mr. Viren Shah, resigned from the post of Non-Executive & Independent Director of the Company w.e.f. 13.08.2019 and simultaneously from the post of Chairman of Nomination & Remuneration Committee, Stakeholders Relationship Committee and Risk Management Committee and as a member of Audit Committee.

27. Risk Management

Risks are events, situations or circumstances which may lead to negative consequences on the Companys businesses. Risk management is a structured approach to manage uncertainty. As a formal roll-out, all business divisions and corporate functions will embrace Risk Management Policy and Guidelines, and make use of these in their decision making. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The risk management process in our multi-business, multi-site operations, over the period of time will become embedded into the Companys business systems and processes, such that our responses to risks remain current and dynamic.

The Risk Management is overseen by the Audit Committee of the Company on a continuous basis. The Committee oversees Companys process and policies for determining risk tolerance and review managements measurement and comparison of overall risk tolerance to established levels. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis. For details, please refer to the Management Discussion and Analysis report which form part of the Board Report.

28. Vigil Mechanism

Your Company has established a mechanism called Vigil Mechanism for directors and employees to report the unethical behavior, actual or suspected, fraud or violation of the Companys code of conduct or ethics policy and provides safeguards against victimization of employees who avail the mechanism. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.duconinfra.co.in.

29. Corporate Social Responsibility

The Company has constituted a Corporate Social Responsibility Committee as per Section 135(1) of the Companies Act, 2013. The composition of CSR Committee and terms of reference are provided in Corporate Governance Report. The CSR policy is uploaded on the Companys website at www.duconinfra.co.in. The CSR Report for the Financial Year 2018-19 is annexed to this report as Annexure-V.

30. Credit Rating

Your Directors have pleasure to inform that Care had carried out a credit rating assessment of the Company both for short term and long term bank facilities in compliance with norms implemented by Reserve Bank of India for all banking facilities which enables the Company to access banking services at low costs. Care Ratings has assigned B+; Stable rating to our Company for Long Term Bank facilities for a total amount of Rs 57.00 Crore. Care has also assigned A4 rating for the Short term bank facilities of the Company up to Rs. 55.00 Crore.

31. Particulars of Remuneration

The information required under Section 197 of the Act and the Rules made there-under, in respect of employees of the Company, is given under Annexure IV.

32. Relationship between Directors Inter se

None of the Directors are related to each other within the meaning of the term "relative" as per Section 2(77) of the Act and as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

33. Internal Audit & Controls

The Company has in place proper and adequate internal control systems commensurate with the nature of its business, and size and complexity of its operations. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas.

34. 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. The same is also available on the website of the company at the web link: http://duconinfra.co.in/investors/

35. Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed, Mr. Gaurang Shah, Practicing Company Secretary as its Secretarial Auditor to conduct the Secretarial Audit of the Company for the F.Y 2018-19. The Company provides all the assistance and facilities to the Secretarial Auditor for conducting their audit. Report of Secretarial Auditors for the F.Y 2018-19 in Form MR-3 is annexed to this report as Annexure-II.

36. Particulars of Loans, Guarantees or Investments

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.

37. 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 have been disclosed in Form No. AOC-2 as Annexure-III.

38. Obligation of Company under the Sexual harassment of women at workplace (Prevention, Prohibition and 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 Redressal) Act, 2013 has been notified. Your 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.

39. Conservation of Energy, Technology Absorption, Research & Development and Foreign Exchange Earnings and Outgo

Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) the Companies (Accounts) Rules, 2014 forming part of Directors Report for the year ended 31st March, 2019 is as under:

Conservation of Energy: The Companys operations involve low energy consumption. However efforts to conserve and optimize the use of energy through improved operational methods and other means will continue.

Technology Absorption: The Technology available and utilized is continuously being upgraded to improve overall performance and productivity.

Research & Development: Your Company believes that research & development is a continuous process for sustained corporate excellence. Our research & development activities help us in product and service improvement, effective time management and are focused to provide unique benefits to our customers. Such methods do not involve any specific cost burden to the Company.

Foreign Exchange Earnings : Rs. Nil (previous year Nil)
Foreign Exchange Outgo : Rs. Nil (previous year Nil)

40. Acknowledgements

Your Directors thank the Companys Investors, Clients, Vendors, Bankers, Business and various governmental as well as regulatory agencies for their continued support and confidence in the management.

Your Directors wish to place on record their deep sense of appreciation of the dedicated and sincere services rendered by employees at all levels during the year. Your Companys consistent growth was made possible by their hard work, solidarity, cooperation and support.

For and on behalf of the Board of Directors

Chandrashekhar Ganesan Harish Shetty
Director Director
Din no.: 07144708 Din no.: 07144684
Date: August 31, 2019
Place: Thane

Annexure III to the Directors Reports FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/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 transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arms length basis.

There were no contracts or arrangements or transactions entered in to during the year ended March 31, 2019, which were not at arms length basis.

2. Details of contracts or arrangements or transactions at Arms length basis.

There are no material contracts or arrangements or transactions at arms length basis for the year ended March 31, 2019.

For Ducon Infratechnologies Ltd.

Chandrashekhar Harish Shetty
Director Director
Din no.: 07144708 Din no.: 07144684
Date: August 31,2019
Place: Thane

ANNEXURE IV to the Directors Reports

PARTICULARS OF REMUNERATION

(1) The information required under Section 197 of the Act and the Rules made there-under, in respect of employees of the Company, is follows:-

(a) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

Executive Directors Ratio to Median Remuneration
Arun Govil 31.80
Harish Shetty 348.98
Chandrasekhar Ganesan 348.98

(b) The percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer, Company Secretary or Manager, if any, in the financial year;

Name of Person % Increase in remuneration
Arun Govil NIL
Harish Shetty 12%
Chandrasekhar Ganesan 12%

(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: 57

(e) The explanation on the relationship between average increase in remuneration and company performance;

On an average, employees received an increase of 5%. The increase in remuneration is in line with the market trends. In order to ensure that remuneration reflects company performance, the performance pay is linked to organization performance.

(f) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company;

Particulars Rs. In lakhs
Remuneration of Key Managerial Personnel (KMP) during financial year 2018-19 (aggregated) 63.61
Revenue from operations 39425.89
Remuneration (as % of revenue) 0.16%
Profit before tax (PBT) 819.72
Remuneration (as % of PBT) 7.76%

(g) Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and 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 in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year;

Particulars Unit As at 31st March, 2019 As at 31st March, 2018 Variation %
Closing rate of share at BSE 12.06 30.10 (60)%
Closing rate of share at NSE 12.1 30.20 (60)%
EPS( consolidated) 0.60 0.30 100%
Market capitalization Rs./Lakhs 60%
BSE 12561 31402 (60)%
NSE 12561 31402 (60)%
Price Earnings Ratio Ratio
BSE 20 100.30 500%
NSE 20 100.66 500%

(h) 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

The average increase in salaries of employees other than managerial personnel in 2018-19 was 13% p.a. Percentage increase in the managerial remuneration for the year was 12%

(I) Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company

Particulars Chief Executive Officer Chief Executive Officer Company Secretary
Rs. /Lakhs Rs./Lakhs Rs./Lakhs
Remuneration Nil 26.33 8.53
Revenue from operations Nil 1,386.76 39425.80
Remuneration (as % of revenue) Nil 1.9% 0.023%
Profit before Tax (PBT) Nil 819.72 819.72
Remuneration (as % of PBT) Nil 3.21% 1.04%

(j) The key parameters for any variable component of remuneration availed by the directors;

No Variable Component in the Remuneration availed by Directors

(k) 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;- Not Applicable

(l) Affirmation that the remuneration is as per the remuneration policy of the Company

The Companys remuneration policy is driven by the success and performance of the individual employees and the Company. Through its compensation package, the Company endeavors to attract, retain, develop and motivate a high performance staff. The Company follows a compensation mix of fixed pay, benefits and performance based variable pay. Individual performance pay is determined by business performance and the performance of the individuals measured through the annual appraisal process. The Company affirms remuneration is as per the remuneration policy of the Company.

(2) The statement to the boards report shall include a statement showing the name of every employee of the Company-.

who-

(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees ;- Not Applicable to the Company

(ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than eight lakh and fifty thousand rupees per month;- Not Applicable to the Company

(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.- Not Applicable to the Company.

For Ducon Infratechnologies Ltd.

Chandrashekhar Ganesan Harish Shetty
Director Director
Din no.: 07144708 Din no.: 07144684
Date: August 31, 2019
Place: Thane