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THE MEMBERS OF,
PRAKASH CONSTROWELL LIMITED
Your Directors have the pleasure in presenting their 19th Annual Report on the business and operations of the Company together with the Audited Statement of Accounts and Auditors’ Report of the Company for the financial year ended 31st March, 2015
Your Company recorded a consolidated turnover of Rs. 160.27 Cr in FY ’15. Due to subsided business conditions, it was difficult to maintain profits. However, company has managed to sail through this situation.
The performance of the Company on a standalone basis for the year ended 31st March, 2015 i s as under:
STANDALONE FINANCIAL RESULTS:
Your Company has maintained profits considerably despite of increasing inflation and other incidental costs. Hence, the total turnover & profit after tax seems to be reasonable. Your Company expects the current economic and business environment to stay challenging over the next few quarters.
DIVIDEND / BONUS:
The company this year proposes to utilize its profits for upcoming projects and further the Directors assure you that your funds will be utilized in the best possible manner and in the interest of the company; hence for company’s growth and profit during this year, the company has not declared any Dividend to equity Shareholders.
TRANSFER TO RESERVES
For the financial year ended 31st March, 2015, your Company proposes to transfer the 40.31 crore amount of profit to Profit and Loss Account (or any other reserves) of the Company.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. Details of Contract/arrangement/ transactions with related party are given in Note 26 to the standalone financial Statements.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion and Analysis Report of the operations of your Company and all of its Subsidiaries, associates as required under Clause 49 of the Listing Agreement with the stock exchanges forms part of this Report and annexed to this report.
MATERIAL CHANGES AND COMMITMENTS, 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
There has been no material changes and commitment 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.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS
There are no significant and material orders passed by the regulators or others.
PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS BY THE COMPANY
Details of Loans, Guarantee or Investments covered under the provision of section 186 the Companies Act, 2013 (the Act) are given in the note to the standalone Financial Statements.
The Company has conducted credit rating from Brickwork Rating. The Credit rating given by Brickwork is BBB– for long term funds and A3 for short term which means the instruments are considered to have the moderate degree of safety regarding timely payment of financial obligations.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The Company has 6 Directors consisting of a Managing Director, two Whole time directors and 3 Non–Executive Independent Directors, one of whom is a Woman Director.
The Company has received declaration from all the Independent Directors of the Company confirming that they meet the criteria of independence as provided in subsection (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
During the year, following were the changes in directorship of the Company:
The Board of Directors appointed Mr. Raminivas Rathi (DIN: 06882263) as an Additional Independent Director on 28thMay, 2014.
During the year under review, the Company appointed Mr. Ramnivas Rathi (DIN: 06882263), Mr. Jayant Phalke (DIN: 00332887) and Mr. Prashant Gadkari (DIN: 06565104) as Independent Directors in terms of Section 149 of the Act and Cluase 49 of the Listing Agreement in the 18th Annual General Meeting of the Company.
The Board of Directors of the Company on the recommendation of Nomination and Remuneration Committee appointed Ms. Jyoti Rathi as Additional Independent Woman Director w.e.f. 13thFebruary, 2015. She will hold office up to the ensuing Annual General Meeting of the Company and being eligible, offers herself for appointment. Notice under Section 160 of the Companies Act, 2013, has been received by the Company from a member, signifying his intention to propose the candidature of Ms. Jyoti Rathi as an Independent Woman Director of the Company.
Mr. Jayant Phalke resigned from the Board on 13th February, 2015 due to preoccupation.
Following Directors of the Company retire from office by rotation and being eligible; offer themselves for reappointment at the ensuing Annual General Meeting: Mr. Suresh G. Sarda Resolutions seeking th eir appointment have been included in the notice of ensuing Annual General Meeting.
A ppointment/ resignations of Key Managerial Personnel
The Board of Directors in the meeting held on 30th June, 2014 appointed existing, Mr. Trichur G. Krishnan, Managing Director; Mr. Vipul D. Lathi, Chief Financial Officer and Ms. Swapna Naphade, Company Secretary as the Key Managerial Personnel pursuant to the provisions of Companies Act, 2013.
Ms. Swapna Naphade, Company Secr etary resigned w.e.f. 10th July, 2014 and Ms. Madhura Ubale was appointed as Company Secretary and KMP of the Company on 14th August, 2014.
The Company had conducted various sessions during the financial year to familiarize Independent Directors with the Company.
The details of programme for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company : www.prakashconstro.com.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013 with respect to Director’s Responsibility Statement it is hereby declared that: a) In the preparation of the annual accounts for the financial year ended 31st March, 2015 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review;
c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors had prepared the annual accounts on a going concern basis.
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.
MEETINGS OF THE DIRECTORS:
During the year Board Meetings and Audit Committee Meetings were convened and held and the detailed information on the meetings of the Board and all its Committees are included in the report on Corporate Governance, which forms part of this Annual Report.
The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Listing Agreement entered into with the Stock Exchange.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The requisite details as required by Section 134(3)(e ), Section 178(3) & (4) and Clause 49 of the Listing Agreement are given in Corporate Governance Report annexed to this Report.
EXTRACT OF ANNUAL RETURN
In accordance with section 134(3)(a) and section 92(3) of Companies Act,2013,an extract of annual return as on 31st March, 2015 in form MGT–9 is annexed to this report as “Annexure I” and forms part of this Board Report.
At the 18th Annual General Meeting held on 29th September, 2014 the members approved appointment of M/s. G. P. Pimpalikar and Associate, Jalgaon to hold office from the conclusion of the 18th Annual General Meeting until the conclusio of 21st Annual General Meeting, subject to ratification of the appointment by the Members, at every Annual General Meeting held after the 18th Annual General Meeting on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of audit.
The Company has received certificate under Section 141 of the Companies Act, 2013, from the Statutory Auditors that their appointment, if made, would be within the limits as prescribed. The Board recommends the shareholders the appointment of M/s. G. P. Pimpalikar and Associates, Jalgaon, as Statutory Auditors of the Company.
As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, Cost Audit is applicable to the Company and in view of the same M/s. Sriniwas Diddi, Cost Accountants have been appointed as Cost Auditors to conduct the audit of cost records of your company for the financial year 2015–16. The remuneration proposed to be paid to them requires ratification of the shareholders of the Company. In view of this, your ratification for payment of remuneration to Cost Auditors is being sought at the ensuing AGM. Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.
Pursuant to provisio ns of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed M/s. D. M. Zaveri & Associates, Company Secretaries, Mumbai to undertake the Secretarial Audit of the Company for the FY 2014–15. The Secretarial Audit report is annexed herewith as “Annexure
II” A UDITORS REPORT
There are no qualifica tions, reservations or adverse remarks or disclaimers made by the Auditors in their report on the Financial Statements of the Company for the Financial Year ended 31st March, 2015.
CASH FLOW STATEMENT
In conformity with the provisions of Clause 32 of the Listing Agreement, the Cash Flow statement for the year ended 31st March, 2015 is prepared in compliance with Accounting Standard 3 of the Companies (Accounting Standards) Rules, 2006 and annexed hereto.
Your Company has not accepted/renewed any public deposits during the year under review and there are no outstanding public deposits from the public as on 31st March, 2015.
HUMAN CAPITAL & PARTICULARS OF EMPLOYEES
In accordance with the provisions of Sec. 197(12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended is not applicable to the Company as there was no employee drawing remuneration of Rs. 60 lac per annum or Rs. 5 lac per month during the year ended March 31, 2015.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136(1) of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.
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 on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.
Pursuant to Clause 49 of th e Listing Agreement, a Report on Corporate Governance along with the certificate of Compliance from Statutory Auditor is included as a part of the annual report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information as per Section 134 of Companies Act, 2013 and forming part of the Directors Report:
A. CONSERVATION OF ENERGY:
Particulars of Conservation of Energy are not given as the company is not covered by the Schedule of Industries which requires furnishing of information in Form A of total consumption of energy & per unit of consumption.
(a)Steps taken or impact on conservation of energy: However, in our real estate development projects, where electrical power is expected to be provided to the clients, care is taken to ensure that transformers with minimum losses are purchased, cables and wires of adequate sizes are provided, and instead of copper aluminum is used as far is possible. The power factor of the system is maintained near 0.95 by providing APFC panel as far as possible or providing capacitors of good & reputed make. So far as our construction equipment is concerned, we try to ensure that diesel run equipment is avoided, and instead electrically run machines are used as a matter of ecofriendly step. The electrical motors and pump sets used are of high efficiency type. (b)The Step taken by the company for utilizing alternate sources of energy: NIL
(c)The Capital investment on energy conservation equipment: NIL
B. TECHNOLOGY ABSORPTION:
1) Specific Areas:
Research & Development activities are being carried out for reduction in wastage in the construction activity stage.
2) Benefits derived:
The company has been able to reduce the wastage at the construction activity stage to its minimum.
3) The expenditure on above being insignificant when compared to turnover.
4) The company endeavors to continue its work in area set out in (1) above.
5) Technology absorption, Adoption & innovation:
Continuous efforts are being made for its improvement in performance in the construction activity stage, technology absorption, adoption & innovations.
No technology has been imported & absorbed by the company during previous years from the beginning of the financial year under review & hence no relevant information is required to be given.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
There were no foreign exchange earnings or outgo during the year under review.
Foreign Exchange Earnings & Outgo
There were no foreign exchange earnings or outgo for the Company during the year.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
e. SHARES WITH DIFFERENTIAL VOTING RIGHTS
The company has not issued equity shares with differential voting rights during the period under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company is a strong supporter of “Green Initiative in the Corporate Governance” taken by the Ministry of Corporate Affairs by allowing paperless compliances by the companies. Therefore, the company has opted to send Annual Reports, through e–mail registered with your Depository Participant or with the Registrar and Share Transfer Agent of the Company.
Further, the Company makes use of Fly Ash Bricks in construction, which is eco–friendly and made out of waste from thermal power plants. We, at PCL, believe to return something to the society, from the profits received from the society, and hence we make various social contributions to various NGO and Trusts such as Friends of Tribal Society, Shaajirao Patil Vikas Pratishthan, Maheshwari Education Trust, Mahesh Pratigati Trust and Vipassana International Academy and so on.
In compliance with Section 135 of the Companies Act,2013 and rules made there under, the company has formed a Committee for Corporate Social Responsibility (CSR)and has formulated Policy on Corporate Social Responsibility which is displayed on website of the company: www.prakashconstro.com.
The Company is dedicated towards the Social Responsibility and it aspires to undertake a social cause thereby making a difference to the Society in its own way.
The Corporate Social Responsibility (CSR) Committee of Board of Directors is in the process of finalizing project as per company’s philosophy and a Company shall be adopting a structured approach for this and will shortly commence its activities during the year.
VIGIL MECHANISM/WHISTLE BLOWER POLICY.
Under Section 177(9) of Companies Act 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules, 2014, the company has established a Vigil Mechanism for directors and employees to report genuine concerns and grievances. The vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provides for direct access to the Chairperson of the Audit Committee. Copy of vigil mechanism is available on company’s w ebsite www.prakashconstro.com.
COMPOSITION OF AUDIT COMMITTEE:
The Board has constituted the Audit Committee which comprises of Mr. Ramnivas Rathi, independent Director as Chairman and Mr. Prakash Laddha, Executive Director, Mr. Prashant Gadakari, Independent Director, as the members. More details on the Committee are given in the Corporate Governance Report which forms part of this annual Report.
The Board has, on the recommendation of the Nomination & Remuneration Committee and in line with provisions of Section 178 of Companies Act, 2013 framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
INTERNAL CONTROL SYSTEMS AND STANDARDS
The Company has built adequate internal control sy stems towards achieving efficiency and effectiveness in operations, optimum utilization of resources, cost reduction and effective monitoring thereof as well as compliance with all applicable laws. The internal control mechanisms comprise a well–defined organization structure, documented policy guidelines, pre–determined authority levels and processes commensurate with size and capacity of the organization, faster decision making and fixing the level of responsibility.
The senior management members meet frequently and undertake extensive checks and reviews through internal auditors, who provide independent and professional observations. The Board reviews internal audit reports and periodically reviews the adequacy of internal controls.
Your Directors acknowledge with gratitude the support and cooperation received by the Company from the various Government authorities, Bankers, Shareholders and Customers, during the year. Further, the Directors wish to place on record their sincere appreciation to all the employees for their dedication and commitment. The hard work and unstinting efforts of the employees have enabled the Company to sustain and further consolidate its position in the industry.
For and on behalf of the Board
Mr. Prakash P Laddha
Mr. Trichur G. Krishnan