Dear Members,
Your Directors have pleasure in presenting the 27th Annual Report together with Audited Statements of Accounts of the Company for the year ended 31st March, 2017.
FINANCIAL RESULTS:
The Summarized financial results of the Company for the year under review are as below:
| (Rs. in Lacs) | ||
| Year Ended | Year Ended | |
| Particulars | 31st March, 2017 | 31st March, 2016 |
| Total Income | 1,22,358.69 | 1,22,015.17 |
| Profit (Loss) before depreciation & tax | -1,10,060.19 | -1,11,968.87 |
| Depreciation | 19,443.09 | 19,620.83 |
| Profit (Loss) before tax & Extra Ordinary Items | -1,29,503.28 | -1,31,589.70 |
| Exceptional Items | - | - |
| Profit(Loss) before tax Provision for tax | -1,29,503.28 | -1,31,589.70 |
| - Current Tax | - | - |
| - Deferred Tax | - | - |
| - MAT Credit/Fringe Benefit Tax | - | - |
| - Tax adjustment for earlier years | - | - |
| Profit (Loss)after tax | -1,29,503.28 | -1,31,589.70 |
| Proposed Dividend together with Tax thereon | - | - |
| Transfer to General Reserve | - | - |
| Transfer to Debenture Redemption Reserve | - | - |
| Surplus (Deficit) carried to Balance Sheet | -1,29,503.28 | -1,31,589.70 |
FINANCIAL PERFORMANCE
The turnover of the Company for the year ended 31st March, 2017, was Rs. 1,22,358.69 lacs as compared to Rs. 1,22,015.17 lacs in the previous year.
Loss before depreciation and taxation was Rs. 1,10,060.19 lacs and after providing Rs. 19,443.09 lacs towards depreciation, the net loss amounts to Rs. 1,29,503.28 lacs.
BUSINESS PERFORMANCE
Era Infra Engineering Limited (EIEL), being a major infrastructure development player got directly impacted due to the stress in the construction and infrastructure sector starting from Financial Year 2011-12 onwards. The company strongly faced the stress in the initial years wherein several key and most of small players shut down their operations. However company started facing crises due to continued slump in the construction and infrastructure sector, severely effecting the operations of the company, compounded with few of EIEL road projects getting considerably affected on account of delay in availability of land and environmental clearance which resulted in significant cost escalation thereby putting additional pressure on the financials of EIEL.
Besides, company faced severe pressure on its operational cash flow and liquidity attributable to several external factors such as Slowdown in Infrastructure Sector, Decline in turnover and operating margins, Cash flow mismatch due to elongated Working Capital Cycle, Lack of adequate Working Capital - shortfall arising out of undisbursed/untied WC facilities.
We are working towards revival of the Company. We have invoked and filed several arbitration claims for recovery of amount of loss which is being suffered by the Company due to non-adherence of contractual obligations by various clients of company. Further During the year Company lose some projects due to non avaibality of banking facilities.
Your management has been striving hard and taking all efforts in ensuring repayment of interest due to lenders. During the period under review the Company focused on realizing long pending receivables, arbitration awards, and retention moneys. Further also the Company will have to continue focusing as before on sharply optimizing costs, improving productivity and systematically monetizing its non-key assets for overcoming the liquidity crisis. Our key priority is to deliver projects held up due to working capital shortage and sites that need to be expeditiously concluded. The Company is now concentrating on bidding projects relating to its core competency as also projects with high yielding margins.
With the Governments helping hand and positive attitude we look forward to a phased economic revival and boosting of business confidence due to hard policy decisions. We are hoping the government will come up with a clear cut road-map for implementing the policies. The upturn in sentiment means roads, ports and power projects will get on-stream. In addition to this, there will also be expediting of stalled infrastructure projects, revival of investment climate and sorting of infrastructure clearances. The government is expected to provide an environment conducive for growth investments, with major reforms in infrastructure sector, enabling all-round growth.
All ongoing projects are monitored on a regular basis by the senior management. The company has aggressively invested in an inhouse ERP system, which encompasses different areas of efficient construction management with greater efficiency, accuracy and predictability.
The Company is professionally managed with well-qualified and experienced personnel in all areas including engineering, finance and administration combined with a full-fledged Enterprise Resource Planning (ERP) and MIS system. As on 31st March, 2017, the Company has on its roll approximately nine hundred eighty five.
All ongoing projects are monitored on a regular basis by the senior management. The Company is professionally managed with well-qualified and experienced personnel in all areas including engineering, finance and administration combined with a full- fledged Enterprise Resource Planning (ERP) and MIS system.
DIVIDEND
In view of the losses, your Directors do not recommend any dividend for the year ended March 31st, 2017.
MATERIAL CHANGES
There are no material changes and commitments, affecting the financial position of the company between the end of financial year of your company and the date of this Report.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public or its employees during the year under review.
DIRECTORS
Since date of last report none of the Directors resigned from the Company nor any Director was appointed by the Company.
At present Mr. Hem Singh Bharana, Mr. Mast Ram and Mr. Rattan Lal are the directors of the Company.
As per the provisions of the Companies Act, 2013, Independent Director are eligible to hold office for a term upto five consecutive years and are eligible for re-appointment for the second term on passing special resolution by 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.
AUDITORS & AUDIT REPORT:
STATUTORY AUDITORS
In terms of the provisions of the Companies Act, 2013, M/s. S S Kothari Mehta & Co., Chartered Accountants were appointed as Statutory Auditors of the Company at 27th annual general Meeting of the Company and their appointment was made for a term of five years i.e. till 29th Annual General Meeting accordingly as per recommendation by the audit committee of the Company, the Board has recommended the ratification of their appointment as statutory auditors of the Company from the ensuing annual general meeting of the Company till 28th annual general meeting of the Company.
The Company has obtained necessary certificate under section 141 of the Companies Act, 2013 from the auditor conveying their eligibility for the above appointment. The Audit Committee and the Board reviewed their eligibility criteria, as laid down under section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the above said period.
Companys explanation regarding adverse remark or qualification in the Auditors Report is as follows:
| Based on Indian Accounting Standards (Ind AS-1) and Standards of Auditing (SA) 570, Going Concern issued by the Institute of Chartered Accountants read with section 143 of the Companies Act, 2013, nondisclosure of material uncertainties related to event and condition may cast significant doubt upon the entity s ability to continue as a going concern. The major indicators of material uncertainties are as mentioned therein and listed here are as; | |
| 1. as per note 45 of the standalone Ind AS financial statements regarding the Company has been incurring losses over past several quarters/years due to which the entire net worth of the Company had been eroded as reported in March, 2016. The accumulated losses of Rs. 284089.05 Lakhs are more than the entire net-worth as on 31.03.2017; | The management is in the process of obtaining new contracts and is also in process of realising the pending trade receivables by way of filing arbitration claims and other possible methods of amicable settlement. Large arbitration claims have been invoked and/are in the process of invocation, company is also taking other measures to revive the financial position/ improvement in the profitability of the company and in view of such measures the material uncertainties relating to events and condition do not cast signoficant doubt about the ability to continue as going concern. |
| 2. as per note 33 of the standalone Ind AS financial statements regarding the Company is contesting material litigations against it including winding up petitions and matters under section 138 of the Negotiable Instruments Act, 1881 as amended thereto; | The management is taking steps to minimize the litigations by way of settlment of the liabilities of the complainants and contesting the false litigations against the company. |
| 4. as per note 42(a) of the standalone Ind AS financial statements regarding trade receivables out of the total trade receivables of Rs. 310961.38 Lakhs as on 31.03.2017, Rs. 143145.61 Lakhs are outstanding from the period prior to 01.04.2014; | The management is analyzing/ reconciling the outstanding trade receivables and take appropriate measures to recover by way of arbitration/legal proceeding. |
| a. These are slow moving as partly received or non-moving as no movement due to delay in obtaining confirmation and subsequent reconciliation. In some cases invoices raised by the Company are to be recognised by these customers which includes joint ventures, associates and other related parties, considering the non-recoverability since long, these needs to be impaired. | The management is in the process of discussions/ reconciliation with suppliers/ contractors to ensure the timely supply of material and hence timely execution of the work at sites to settle the advances. |
| b. The management is of the opinion that as the Company has (i) identified many cases during the year & have already started process of invoking the arbitration and shortly expect to file in all the identified cases. |
The management is considering to devise a programme for verification of Work in Progress. |
| (ii) undertaken confirmation and reconciliation process along with of its dues/claims in other than arbitration cases. | |
| (iii) been continuously updating the documentation, it is not appropriate to make any provision at this point of time which may dilute the recovery of these receivables. Provisions in the books of accounts will be made at the time of finalization of matters; | |
| 2. as per note 42(b) of the standalone Ind AS financial statements out of the total Other short term loans & advances of Rs. 112281.18 Lakhs as on 31.03.2017 (excluding claims for invocation of Bank Guarantee), and in most of the cases the balances are outstanding from the period prior to 01.04.2014. Based on updated document regarding the terms & conditions and written confirmation, it cannot be ascertained whether the amounts will be recovered or goods & services will be received in future, considering the non-recoverability or material against these advances since long. | The management is analyzing/ reconciling the outstanding loans & advances and take
appropriate measures to recover by way of arbitration/legal proceeding. The management is in the process of discussions/ reconciliation with suppliers/ contractors to ensure the timely supply of material and hence timely execution of the work at sites to settle the advances. |
| Since, these are quite old advances the management is of the view that ongoing confirmation and reconciliation process is under progress and management is reviewing and will impair on getting finality and shall make further provision only on completion of the process including as provided under the applicable laws. Considering the non-recoverability or material against these advances since long, these should be impaired. | |
| 3. as per note 46 of the standalone Ind AS financial statements and as mentioned above in paragraph 5, a claim of Rs. 26496.63 lakhs pertains to invocation of Performance and other Bank Guarantees are receivable due to noncompliance of terms & conditions of the contract. The management has initiated the legal process for recovery of the said claim; | |
| 4. as per note 42(c) of the standalone Ind AS financial statements a sum of Rs.16895.72 Lakhs as on 31st March, 2017 under Capital advances is outstanding since long. The management has initiated the process of recovery of the amount of loans & advances or receipt of goods & services there - against. Due to non - recovery and non-receipt of material against these, needs to be impaired; | Self-explanatory |
| 5. as per note 52 of the standalone Ind AS financial statements regarding the company is developing a program for physical verification of work -in progress, of Rs. 60593.13 Lakhs recognised in books as on 31.03.2017. On completion of physical verification & post reconciliation with the records, discrepancies will be adjusted. For raw material & other inventory management has completed the physical verification, is under process of reconciling as explained and based on reconciliation the difference and discrepancies have been adjusted; | Self-explanatory |
| 6. as per note 51 of the standalone Ind AS financial statements regarding the Company has made investments in securities, non - current & current, of / through its subsidiaries, associates, Joint ventures & group companies. In case of two associates Gwalior bypass projects limited & Hyderabad Ring Road Projects Private Limited, considering the accumulated losses in these and in others, the management is of view since these investee entities business is toll / annuity based which has a long gestation period, & also arbitration claims will be filed, the impairment, if any, is considered to be temporary in nature. Further considering the qualified opinion in financials statements of four subsidiaries (Bareilly Highways Projects Limited, Deharadun Highways Projects Limited, Haridhwar Highways Projects Limited, West Haryana Highways Projects Private Limited) the impact on diminution in value as per Indian Accounting Standard (Ind-AS) is not ascertainable ; | Diminution has not been considered for all road projects (BOT/ Annuity) in subsidiaries and associates as works on such projects is in progress and such investments are of long term in nature. |
| 7. as per note 47 of the standalone Ind AS financial statements There is delay in deductions & deposit of statutory dues including VAT, service - tax, excise & customs duty, income tax, royalty, labour cess, entry tax, provident fund etc. & other similar dues, returns and forms. Provisions of interest on delay of these have not been recognised & exact quantum is not determinable, as delay on overall basis and reconciliations are under progress; | Previously, due to financial constraints and mismatch of cash inflow, there has been a delay in depositing the statutory dues. Now the Company is trying to comply its statutory obligations within the prescribed period. |
| 8. as per note 49(b) of the standalone Ind AS financial statements regarding based on inadequate security cover, prior approval of CDR EG before sale of assets etc., and other non-compliances of CDR terms & conditions still continues as already reported in earlier periods/years; | CDR non compliances are attributable mainly to non CDR lenders as they are not willing to share the security pledged or mortgaged in favour CDR common collateral pool. |
| 9. as per note 49(a) of the standalone Ind AS financial statements regarding loans provided by lenders under consortium have been reclassified as Non-Performing Assets (NPA) by all the Lenders; | Due to slow down in infrastructure sector company was unable to meet its interest and principal repayment obligations towards its lender. The Company is carrying out its business as per the CDR mechanism+. |
| 10. For earlier non-compliances the Company is in the process of complying with the relevant provisions of the Companies Act 2013 & the SEBI Act, 1992, as amended, with respect to, quorums, meetings of Board of Directors, various committees, submission & publication of quarterly results, filing of various forms & declarations, compliance with listing regulations etc. The rectification for excess managerial remuneration paid earlier is still awaited; | The Company is in process of complying with secretarial non compliances and many of such non compliances are finished in recent quarter. |
| 11. Compliance & records relating to the related parties are being updated. MGT - 14 relating approval of Board of Directors for issue of debentures is still pending and there is absence of women director and chief financial officer in the company and common director to material subsidiary. As per the management the process of appointment in under progress; | On 20.07.2017 the Company has appointed Mr. Kabi Mazumder as CFO of the Company, further the Company is in process of complying rest statutory requirements. |
| 12. as per note 48 of the standalone Ind AS financial statements regarding the stock exchanges have levied a penalty of Rs. 33.22 Lakhs for non-publishing & filing of results of quarter ended 30th June & 30th September, 2015 on time. Management expects it to be waived off; | SELF EXPLANATORY |
| 13. as per note 18 of the standalone Ind AS financial statements regarding non ascertainment of interest and dues to micro, small and medium enterprises under MSMED Act, 2006. | The Company is in the process of identifying the MSME suppliers and has sent written representations to its suppliers to confirm whether or not they are registered under the MSME Act, 2006 and the company is awaiting reply from them. |
SECRETARIAL AUDITOR
As per provisions of Section 204 of the Act, the Board of Directors of the company appointed M/s. SKP & Co., Practicing Company Secretaries (C.P. No.: 6575), as Secretarial Auditors for the purpose of auditing the Secretarial activities of the Company for the financial year 2016-17. The Secretarial audit report issued by the said auditors in form MR-3 has been annexed to this report as Annexure 6.
On the observations made in the Secretarial Audit Report, the proper steps are being taken by the Management so as to comply with the provisions.
Point wise explanation by the Company on comments made by the secretarial auditor is as follows:
COST AUDITOR
In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. MS & Co., Cost Accountants (FRN. 102592) have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2017-18.
INTERNAL AUDITOR, INTERNAL AUDIT & CONTROLS
The Company has well equipped internal audit mechanism. 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. 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.
WHISTLE BLOWER/VIGIL MECHANISM
As per the provisions of Companies Act, 2013, every Listed Company shall establish a vigil mechanism (similar to Whistle Blower mechanism as specified under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015). In pursuance of the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower policy for directors and employees to report genuine concerns has been established and approved by Board on 30th May, 2014. The Vigil Mechanism is available on the website of the Company at www.eragroup.co.in .
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 is stated in the Corporate Governance Report.
AUDIT COMMITTEE
The restructuring in the Directorship of the Company, necessitated restructuring in the Audit Committee. The committee as on date of this report consists of three members namely Mr. Mast Ram, Mr. Hem Singh Bharana and Mr. Rattan Lal out of which two are independent Directors. Mr. Rattan Lal is 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 and Disclosure Requirements) Regulations, 2015.
STAKEHOLDER RELATIONSHIP COMMITTEE
The restructuring in the directorship of the company necessitated restructuring in this committee. The committee as on date of this report consists of three members.
| i. Composition, Name of Members and Chairman: | ||
| S. No. | Name of the Committee Member | Designation |
| 1. | Mr. Mast Ram | Chairman |
| 2. | Mr. HS Bharana | Member |
| 3. | Mr. Rattan Lal | Member |
ii. Name and designation of Compliance Officer:
Mr. Gaurav Rajoriya, Company Secretary.
MEETINGS
A calendar of Meetings is prepared and circulated in advance to the Directors. During the year Five Board Meetings were held on 30.05.2016, 30.08.2016, 13.09.2016, 4.11.2016, 10.12.2016 and 9.02.2017. Further details of which are given in the Corporate Governance Report.
POLICY ON DIRECTORS APPOINTMENT/REMUNERATION OF DIRECTORS/KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES:
The Nomination and Remuneration Committee constituted by the Company has formulated criteria for determining qualifications, positive attributes and independence of the Directors. The Committee has also recommended to the Board a Policy relating to remuneration ensuring:
(i) The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate key managerial personnel of the quality required to run the company successfully;
(ii) Relation of remuneration to performance is clear and meets appropriate performance benchmarks; and
(iii) Remuneration to key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives, appropriate to the working of the Company and its goals.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and 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 Committees.
The Nomination and Remuneration Committee ("NRC") has framed the Directors Performance Evaluation Policy (Policy) and based on the recommendation of the NRC. Accordingly, the evaluation of Board was carried out by each Director, of each committee by each of its member and of the individual Director by all other Directors on the Board excepting the concerned Director himself.
The Independent Directors of the Company positively reviewed the performance of non-independent directors and the Board as a whole; reviewed the performance of the Chairperson of the company, taking into account the views of the executive directors and non-executive directors; and assessed the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
DECLARATION BY INDEPENDENT DIRECTOR(S)
The Independent Directors comply with the definition of Independent Director as given under Section 149(6) of the Companies Act, 2013. While appointing / re-appointing any Independent Directors on the Board, the Committee considers the criteria as laid down in the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All the Independent Directors give a certificate confirming that they meet the "independence criteria" as mentioned in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
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 has been enclosed as Annexure 5.
An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Boards report.
APPOINTMENT & 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. The Appointment & Remuneration Policy is stated in the Corporate Governance Report.
INFORMATION & STATEMENT OF PARTICULARS OF EMPLOYEES
The Information & Statement of Particulars of employees pursuant to Section 197 of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure 3.
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 form MGT 9 as a part of this Annual Report as Annexure 1.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
In accordance with Section 134(3)(g) of the Companies Act, 2013, the particulars of loans guarantees and investments under Section 186 of the Companies Act, 2013 are provided in notes to financial statements, read with respective heads to the Financial Statements which forms part of this Report.
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 shall be disclosed in Form No. AOC-2 as Annexure 2.
SEXUAL HARASSMENT AT WORK PLACE
In order to prevent sexual harassment of women at work place, company is fully determined and proper adjudication & Recourse mechanism is in place to avoid any sexual harassment at work place.
During the year Company has not received any complaint of harassment and no cases were filed pursuant to the Sexual Harassment of Women at work Place (Prevention, Prohibition and Redressal) Act, 2013, during the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per the provisions of Section 135 of the Act, the Company has reconstituted the CSR committee in the meeting held on 30th May, 2016 and has also adopted CSR Policy. The following are its present members:
| Name of the Committee Member | Status | Designation |
| Mr. HS Bharana | Executive Director | Chairman |
| Mr. Rattan Lal | Independent Director | Member |
| Mr. Mast Ram | Independent Director | Member |
However as the Company does not have average net profits for the three immediately preceding financial years, the Section 135(5) of the Act pertaining to spending of 2% of average net profits of the company for immediately preceding three financial years and disclosure required to be given under Section 135(5) of the Act and Rule 8 of Companies (Corporate Social Policy) Rules, 2014, are not applicable, to the Company, for the financial year 2016-17.
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 through job rotation and job enlargement.
CONSOLIDATED FINANCIAL STATEMENTS
In accordance with Section 129 of the Companies Act 2013, Consolidated Financial Statements are attached and form part of the Annual Report and the same shall be laid before the ensuing AGM along with the Financial Statements of the Company.
SUBSIDIARY COMPANIES, JOINT VENTURES & ASSOCIATE COMPANIES
As required under the first proviso to sub-section (3) of Section 129 of the Companies Act, 2013, a separate statement containing the salient features of the financial statements of the subsidiaries, associates and joint venture companies in Form AOC-1 is annexed to the Financial Statements as Annexure - 4 and forms part of the Annual Report, which covers the performance and financial position of the subsidiaries, associates and joint venture companies.
The Company will make available the Annual Accounts of the subsidiary company and other related information upon request by any member of the Company or its subsidiary company. The Annual Accounts of the subsidiary company will also be kept open for inspection at the registered office of the Company and the subsidiary company during business hours.
LISTING
The Equity shares continue to be listed on the BSE Ltd. (BSE) and the National Stock Exchange of India Ltd. (NSE). Both these Stock Exchanges have nationwide terminals.
CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS
A Company holds fiduciary relationship with its stakeholders and community, here the Board of Directors of the Company act as trustee to all the stakeholders of the Company to enhance the stakeholdersvalue 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are duly complied with. A report on Corporate Governance, and Management Discussion and Analysis, along with Certificate on its compliance as per regulation 40(9) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from Ms. Pooja Anand, Company Secretary in Practice is enclosed with this Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO CONSERVATION OF ENERGY:
The core activity of the company is civil construction which is not an energy intensive activity, however all steps are taken to conserve energy at all levels of operations wherever possible. There are no particulars required to be disclosed as required under the new provisions of Companies Act, 2013 & rules made thereunder
TECHNOLOGY ABSORPTION
During the year, there was no Technology Absorption, as your Company has not undertaken any research and development activity in any manufacturing activity nor any specific technology is obtained from any external sources which need to be absorbed or adapted. There are no particulars required to be disclosed as required under the new provisions of Companies Act, 2013 & rules made thereunder
Innovation is a culture in the Company to achieve cost efficiency in the construction activity to be more and more competitive in the prevailing environment and the effect of the same cannot be quantified.
FOREIGN EXCHANGE EARNINGS AND OUTGO:
| The foreign exchange earning /outgo during the year are as under: | (Rs. in Lacs) | |
| Particulars | Current Year | Previous Year |
| Foreign Exchange Earnings | Nil | Nil |
| Foreign Exchange Outgo | 52.59 | 29.81 |
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Act, the Board of Directors hereby 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.
ACKNOWLEDGEMENT
Your Directors take this opportunity to place on record their appreciation towards bankers, clients and all the business associates for their
continuous support to the Company and to the shareholders for the confidence reposed in the Company management. The directors
also convey their appreciation to the employees at all levels for their enormous personal efforts as well as collective contribution.
| For and on Behalf of the Board | |
| Place: Noida | (H. S. Bharana) |
| Date: 14th August, 2017 | Chairman & Managing Director |
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