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DIRECTORS REPORT

TO,

THE MEMBERS,

SUNIL HITECH ENGINEERS LIMITED

Your Directors are pleased to present the Seventeenth Annual Report of the Company together with the Audited Financial Results for the financial year ended on 31st March, 2015.

Operational Review

Your Company has achieved a net turnover of Rs.164,897.54 lacs during the financial year 2014–15 as against Rs.143,224.05 lacs in the previous financial year, thereby registered a growth of 15.13% over the last year's turnover. The operating profit of your company for the financial year ended 31st March 2015 is Rs.15,954.87 lacs, whereas it was Rs.14,187.37 lacs during the last financial year, thereby registered a growth of 12.46% over the last year's operating profit.

Currently your Company is operating in project related activity which includes Project Execution, Overhauling & Maintenance Fabrication, Erection of Boilers (Power Plants), Erection Testing, Commission of ESP, Transmission & Distribution and EPC contract, Road, Bridges, Civil construction, Solar Energy projects, Waste Management projects. To name a few, the following are some of the projects running presently:

1. Construction of Central Sudhar Ghar at Goindwal Sahib, Dist. Tarn Taran and Bhatinda in the state of Punjab.

2. CW System and Make up Water System Civil Works Package for NTPC Lara Super Thermal Power Project, Stage–I 2x800 MW at Lara District. Raigarh, Chattisgarh.

3. CW System and Make up Water System Civil Works Package for Meja Thermal Power Project, 2x660 MW at Meja, P.O. Kohdar, Tehsil–Neja Dist. Allahabad, Uttar Pradesh.

4. Complete Material Handling, Erection, Testing and Commissioning of Boiler and their Auxilliaries for 2X660 MW Bhavanapadu Thermal Power Project at East Coast Energy Pvt. Ltd (ECEPL), Bhavanapadu, Near Kakarapalii Village of Srikakulam Dist. Andhra Pradesh 62937 MT.

5. Supply of finished product of bunkers and bunker structure and erection, testing and commissioning of Unit#3 of 2X660 MW, NTPC Mouda STPP Stage–II, Dist Nagpur, state Maharashtra.

6. Development of Regional (MSW) Municipal Solid Waste to Energy (Electricity) and Scientific Landfill Facility in Patna on PPP.

7. Construction of 490 Nos. M.C. Type of Quarters (35 blocks, each block of 14 units) Storied Buildings (G+1 type) at 2x600 MW STPP and Construction of 1 No. GM Bungalow, 10 Nos. MA type of Quarters and 192 Nos. MB type of Quarters (16 blocks, each block of 12 units) Storied Buildings (G+1 type) at 2 x 600 MW STPP Jaipur Mandal, Adilabad Dist. Telangana State.

8. CW System and Make up Water System Civil Worls Package for Darlipali Super Thermal Power Project, Stage–I 2x800 MW at Darlipali, Dist. Sundargarh, Odisha.

9. Package–A Civil, Structural and Architectural Works Etc of BTG Area for Unit#1 & 3 for 3x660MW NTPC North Karanpura STPP, Jharkhand

10. Design, Engineering, Manufacture, Assembly, Testing at Works, Supply of the Equipments, Mandatory Spares, Cement, Reinforecement Steel, Structural Steel for Civil Works as well as Structural Works, Architectural Works, Transportation & Delivery to Site of all the Equipments & Mandatory Spares including Special Tools & Tackles, if any, for the Balance of Plant Package for Parli TPS Project Unit–8, 1X250 MW.

11. Civil, Structural, Architectural etc. of Civil Superstructure Work of 2X600 MW, Pkg–B, Unit#2 for Singareni Thermal Power Project, Dist Adilabad, Andhra Pradesh.

12. Erection, Testing and Commissioning of Boiler Unit–2, 2X800 MW for NTPC, Lara Super Thermal Power Project, at Lara Dist. Raigarh, Chattisgarh.

13. Erection, Testing, Comm & Handling over of Boiler and its Auxiliaries etc at Vertical Pkg U–3 at NTPC, Mouda STPP 2X660 MW.

14. Establishment of 132/33 KV Sub Station at Kavathe–Yamai, Tal. Shirur, Dist. Pune, state Maharashtra.

15. 11kV/22kV/33kV Lines, New/Aug. Distribution Transformers of Various Capacities, and Other Allied Works, Tunkey Contract for Works Under Infrastructure Plan Part–II Phase –D–1 Project, including Guarantee Defects Liability Period in Morshi Division under Amravati Circle of Amravati Zone.

16. Rehabilitation and Upgrading to 2 lanes/2 lane with Paved Shoulders Configuration and Strengthening of Madhugiri–Mulbagal Section (km 343.800 to km 483.151) of NH–234 in the State of Karnataka (Package No. NHIIP–KA–234–10) for Lot–I– km 343.800 to km 400.330 under Phase–I of National Highways Inter–connectivity Improvement Projects (NHIIP).

17. Engineering, Procurement and Construction of Rehabilitation and Upgrading to 2 lanes/2 lane with Paved Shoulders Configuration and Strengthening of Bankura–Purulia Section (km 0.0 to km 84.0) of NH–60A in the State of West Bengal under Phase–I of National Highways Inter–connectivity Improvement Projects (NHIIP).

In addition to the above, your company is executing various prestigious projects related to Design, Supply, Test, Transport, Construction, Erection, Testing and Commissioning of Distribution Lines, Power Sub Stations etc and also Overhauling & Maintenance of various systems for Power Stations like Koradi, Khaperkheda, Chandrapur, Bhusawal, Sarni, Korba, Parli, Talcher, Wanakbori etc.

Furthermore your company is engaged in the prestigious civil Construction projects like Supply, Design, Engineering, Marketing & Civil Construction work of Residential Complex at Plot No. 104, East High Court Road, Ramdaspeth Nagpur, Construction of Class Room Complex including Internal Electrification for VNIT, Nagpur, Supply, Design, Engineering, Marketing & Civil Construction of Residential Complex of Green Project, Goa and Construction of houses for Kanpur Development Authority, Kanpur.

Your company is further planning to grab opportunities in Renewable Energy Sector.

Your Company has not gone through any Operational discontinuation during the reporting period.

Future Prospects  

Infrastructure:

A key driver of the economy, Infrastructure is highly responsible for propelling India's overall development. The industry enjoys intense focus from the top officials of the Government for initiating policies that would ensure time–bound creation of world class infrastructure in the country. This sector includes power, bridges, dams, roads and urban infrastructure development.

The Indian power sector has an investment potential of US$ 250 billion in the next 4–5 years, providing immense opportunities in power generation, distribution, transmission and equipment, according to Mr. Piyush Goyal, Union minister of Coal, Power and Renewable Energy.

The Reserve Bank of India (RBI) has notified 100 per cent foreign direct investment (FDI) under automatic route in the construction development sector. The new limit is effective 2 December 2014, RBI said in a notification on its website.

Recently, the Government has relaxed rules for FDI in the construction sector by reducing minimum built–up area as well as capital requirement and liberalised the exit norms. The Cabinet has also approved the proposal to amend the FDI policy.

India and the US have signed a memorandum of understanding (MoU) in order to establish Infrastructure Collaboration Platform. The document showcases the relationship between both the Governments which intend to facilitate US industry participation in Indian infrastructure projects to improve the bilateral commercial relationship and benefit both the Participants' economies. The MoU's scope envisages efforts in the areas of Urban Development, Commerce and Industry, Railways, Road Transport and Highways, Micro Small and Medium Enterprises, Power, New & Renewable Energy, Information and Broadcasting, Communications & Information Technology, Water Resources, River Development and Ganga Rejuvenation.

Power sector:

Power or electricity is one of the most critical components of infrastructure affecting economic growth and well–being of nations. The existence and development of adequate infrastructure is essential for sustained growth of the Indian economy.

The Indian power sector is one of the most diversified in the world. Sources for power generation range from conventional ones such as coal, lignite, natural gas, oil, hydro and nuclear power to other viable non–conventional sources such as wind, solar, and agriculture and domestic waste. The demand for electricity in the country has been growing at a rapid rate and is expected to grow further in the years to come. In order to meet the increasing requirement of electricity, massive addition to the installed generating capacity in the country is required.

The Indian power sector is undergoing a significant change that is redefining the industry outlook. Sustained economic growth continues to drive power demand in India. The Government of India's focus to attain 'Power For All' has accelerated capacity addition in the country. At the same time, the competitive intensity is increasing on both market side as well as supply side (fuel, logistics, finances and manpower).

The Planning Commission's 12th Plan expects total domestic energy production to reach 669.6 million tonnes of oil equivalent (MTOE) by 2016–17 and 844 MTOE by 2021–22. By 2030 – 35, energy demand in India is projected to be the highest among all countries according to the 2014 energy outlook report by British oil giant BP.

Around 293 global and domestic companies have committed to generate 266 gigawatts (GW) of solar, wind, mini–hydel and bio–mass based power in India over the next 5–10 years. The initiative would entail an investment of about US$ 310–350 billion. The industry has attracted FDI worth US$ 9,548.82 million during the period April 2000 to February 2015.

The Government of India has identified the power sector as a key sector of focus to promote sustained industrial growth. The RE–INVEST 2015 which concluded on February 17, 2015, is a significant step in making India self–reliant in energy. The three day RE–INVEST 2015 received 2,800 delegates participating from 42 countries and saw green energy commitments worth 266,000 MW.

Road Sector:

India has the second largest road network in the world, aggregating 4.7 million km; however quality of roads has not been at par with others. In terms of quality, only half of India's road network is surfaced.

Roads constitute the most common mode of transportation and account for about 85 per cent of passenger traffic and around 60 per cent of the freight traffic in the country. In India, National Highways, with a length close to 79,000 km, constitute a mere 2 per cent of the road network but carry about 40 per cent of the total road traffic. On the other hand, state roads and major district roads are the secondary system of road that carry another 60 per cent of traffic and account for 98 per cent of road length.

Over the last decade, the overall NHDP length (completed) has increased from around 500 km in 2001–02 to the current levels of 22,277km (as of March 31, 2014).

Renewable Energy Scenario

Renewable energy is one of the cleanest sources of energy options with almost no pollution or carbon emissions and has the potential to significantly reduce reliance on coal and other fossil fuels. By expanding renewable energy, world can improve air quality, reduce global warming emissions, create new industries and jobs, and move world towards a cleaner, safer, and affordable energy future.

The quest for energy independence, economic growth, and environmental sustainability increasingly suggests the importance of renewable energy sources across the globe. Renewables are seen not only as sources of energy, but also as tools to address many other pressing needs, including: improving energy security and access; reducing the health and environmental impacts associated with fossil and nuclear energy and mitigating greenhouse gas emissions.

The renewable energy sector in India is full of opportunities and merits careful consideration by market participants. The Indian renewable energy market is highly attractive as it has the potential to reduce India's rising demand supply gap, hence becoming a key cog in the wheel for India's energy security strategy. The government in India has placed an encouraging policy & regulatory framework with a combination of feed–in tariffs, renewable procurement obligations, and Renewable Energy Certificates. The most dominant asset classes, wind and solar, have attracted considerable supplier interest and hence equipment and EPC is available at increasing competitive rates thus boosting margins. The Jawahar Lal Nehru National Solar Mission (JNNSM) and several state–level solar policies are helping develop solar energy market. Recent budgetary allocation for generation based incentives and reintroduction for accelerated depreciation for wind power will spur investments in wind energy. The size of the renewable energy market will see further growth as the application of Renewable Purchase Obligation expands to cover open access and captive consumers.

Management Discussion and Analysis Report

A detailed review of operational performance and future outlook of the Company is given under the Management Discussion and Analysis Report which forms part of this Report.

Corporate Governance Report

As required by the Clause 49 of the Listing Agreement with stock exchanges, Corporate Governance Report and a certificate confirming compliance with requirements of corporate governance forms part of this report.

Consolidated Accounts

As required under Clause 32 of Listing Agreements with Stock Exchanges, Consolidated Financial Statement of the Company and its subsidiaries as aforesaid have been attached with the annual accounts of the Company.

Dividend

Your Directors are pleased to recommend dividend @18%, i.e. @ Rs.1.80 per equity share of Rs.10/– each (previous year Rs.1.20 per equity share of Rs.10/– each) for the financial year ended 31st March, 2015.

Public Deposits

During the year ended 31st March, 2015, your Company has not accepted any deposits from the public.

There is no deposit remained unpaid/unclaimed at the end of the financial year.

Allotment of Equity Shares

The Share Allotment Committee of the Company at its meeting held on 04.08.2014 has allotted 8,25,000 equity shares each to VRG Digital Corporation Private Limited and Gutte Infra Private Limited upon conversion of equal number of warrants leading to increase in the Paid up Share Capital of your company by Rs.1,65,00,000. Presently the paid up share capital of your company stands at Rs.15,27,51,600.

Preferential Issue of Warrants Convertible into Equity Shares

The Allotment Committee has issued 2,00,000 Warrant to Person acting in concert with Promoter and 18,50,000 Warrant to the non promoters for which approval of shareholder by way of special resolution and in principle approval of stock exchanges where the securities of the Company are listed have been obtained.

Directors

Mr. Anil Aurangabadkar (DIN–06950263) was appointed as Independent Director on the Board with effect from August 21, 2014 to fill the casual vacancy caused due to vacation of office of Mr. Devesh Garg, Independent Director of the Company. On recommendation of the Board of Directors, Members of the Company at their Annual General Meeting held on 29.09.2014 have confirmed the Appointment of Mr. Anil Aurangabadkar as an Independent Director of the Company for a term of Five years commencing from 21.08.2014 up to 20.08.2019. Apart from this Mr. Dilip Ghanekar (DIN– 01261086), Mr. Sonyabapu Waghmare (DIN–01767186), Mr. Sajid Ali (DIN–01968558), Mr. Parag Sakalikar (DIN–01940760) and Mr. Siddharth Mehta (DIN–03551006) have been appointed as Independent Directors of the Company for a term of Five years commencing from date of last AGM i.e. 29.09.2014 up to 28.09.2019.

As per Article 150 read with Article 149 of Articles of Association of the Company, Mr. Vijay R. Gutte (DIN–01179049), and Mrs. Sudhamati R. Gutte (DIN–01174733), Executive Directors of the Company are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for reappointment. The Board of Directors recommends their reappointment at the ensuing Annual General Meeting of the company.

Mr. Sunil R. Gutte (DIN–00165822) was re–designated as Managing Director of the Company and Mr. Ratnakar M. Gutte (DIN–00165642) was re–designated as Whole Time Director of the Company with effect from 07.10.2014 and Mr. Anupam Dhiman, (DIN–06997500) was appointed as a Whole Time Director of the Company with effect from 18.10.2014. The Board seeks confirmation by the members for all these appointment at this ensuing Annual General Meeting of the company.

Mr. M. N. Mohanan Executive Director of the Company has resigned from the Directorship of the Company with effect from 08.10.2014.

Independent Directors:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

Training of Independent Directors:

Whenever new Non–executive and Independent Directors are inducted in the Board they are introduced to our Company' culture through appropriate orientation session and they are also introduced to our organization structure, our business, constitution, board procedures, our major risks and management strategy. They are provided with Company brochures, annual reports, company booklets, etc.

Directors Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013,

Directors of your Company hereby state and confirm that:

a) In the preparation of Annual Accounts of the Company, the applicable Accounting Standards have been followed along with proper explanation to material departures;

b) They have selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true & fair view of the state of affairs of the Company at the end of the financial year 2014–15 and of the Profit of the Company for that period.

c) They have 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) They have prepared the annual accounts of the Company on a going concern basis.

e) They have laid down internal financial controls in the company that are adequate and were operating effectively.

f) They have devised proper systems to ensure compliance with the provisions of all applicable laws and these were adequate and operating efficiently.

Directors' Remuneration  

Remuneration policy

1. Remuneration to Managing/Whole–time / Executive / Managing Director, KMP and Senior Management Personnel:

a. The Remuneration/ Commission etc. to be paid to Managing Director / Whole–time Directors, etc. shall be governed as per provisions of the Companies Act, 2013 and rules made there under or any other enactment for the time being in force and the approvals obtained from the Members of the Company.

b. The Nomination and Remuneration Committee shall make such recommendations to the Board of Directors, as it may consider appropriate with regard to remuneration to Managing Director / Whole–time Directors.

2. Remuneration to Non– Executive / Independent Director:

a. The Non–Executive / Independent Directors may receive sitting fees and such other remuneration as permissible under the provisions of Companies Act, 2013. The amount of sitting fees shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors.

b. All the remuneration of the Non– Executive / Independent Directors (excluding remuneration for attending meetings as prescribed under Section 197 (5) of the Companies Act, 2013) shall be subject to ceiling/ limits as provided under Companies Act, 2013 and rules made there under or any other enactment for the time being in force. The amount of such remuneration shall be such as may be recommended by the Nomination and Remuneration Committee and approved by the Board of Directors or shareholders, as the case may be.

c. An Independent Director shall not be eligible to get Stock Options and also shall not be eligible to participate in any share based payment schemes of the Company.

d. Any remuneration paid to Non– Executive / Independent Directors for services rendered which are of professional in nature shall not be considered as part of the remuneration for the purposes of clause (b) above if the following conditions are satisfied:

i. The Services are rendered by such Director in his capacity as the professional; and

ii. In the opinion of the Committee, the director possesses the requisite qualification for the practice of that profession.

3.Remuneration to Key Managerial Personnel and Senior

Management:

a. The remuneration to Key Managerial Personnel and Senior Management shall consist of fixed pay and may include incentive pay, in compliance with the provisions of the Companies Act, 2013 and in accordance with the Company's Policy.

b. The Fixed pay shall include monthly remuneration, employer's contribution to Provident Fund, contribution to pension fund, pension schemes, etc. as decided from to time.

c. The Incentive pay shall be decided based on the balance between performance of the Company and performance of the Key Managerial Personnel and Senior Management, to be decided annually or at such intervals as may be considered appropriate.

Note:

1. During the year remuneration of Mr. Sunil R. Gutte, Managing Director is increased from H48 lacs p.a. to H60 lacs p.a., Mr. Anupam Dhiman is appointed as an executive Director of the company wef 18.10.2014 and Mr. M N Mohanan resigned from the office of executive Director wef 08.10.2014.

2. There is no increase in the median remuneration of employees in the financial year 2014–15.

3. There are 1472 permanent employees on the rolls of company.

4. Relationship between average increase in remuneration and company performance:–

The Profit before Tax for the financial year ended March 31, 2015 increased by 37.78% whereas the increase in median remuneration was nil.

5. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

The total remuneration of Key Managerial Personnel decreased by 0.94% from H3.92 crore in 2013–14 to H3.87 crore in 2014–15 whereas the Profit before Tax increased by 37.78% to H55.83 crore in 2014–15 (H40.52 crore in 2013–14).

6. a) Variations in the market capitalisation of the Company:

The market capitalisation as on March 31, 2015 was H218.43 crore (H96.67 crore as on March 31, 2014).

b) Price Earnings ratio of the Company was H24.82 as at March 31, 2015 and was H20.28 as at March 31, 2014.

Remuneration Ratio of the Directors / Key Managerial Personnel (KMP) / Employees:

 Percent increase over/ decrease in the market quotations of the shares of the company as compared to the rate at which the company came out with the last public offer in the year– The Company had come out with initial public offer (IPO) in 2005. An amount of H34.75 crore invested in the said IPO would be worth H49.69 crore as on March 31, 2015 indicating a Compounded Annual Growth Rate of 3.64%.

7. No variable component of remuneration was availed by the directors during the financial year 2014–15.

8. 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; and

9. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

Number of Board Meetings held:

The Board of Directors duly met 7 times during the financial year from 1st April, 2014 to 31st March, 2015. The dates on which the meetings were held are as follows:

29th May, 2014; 14th August, 2014; 21st August, 2014; 07th October, 2014; 18th October, 2014; 14th November, 2014 and 12th February, 2015.

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.

Development and Implementation of a Risk Management Policy

The Company has been addressing various risks impacting the Company and the policy of the Company on risk management is provided elsewhere in this Annual Report and in Management Discussion and Analysis.

Corporate Social Responsibility (CSR):

In terms of section 135 and Schedule VII of the Companies Act, 2013, the Board of Directors of your Company have constituted a CSR Committee. The Committee comprises of Executive and Independent Directors. CSR Committee of the Board has developed a CSR Policy and uploaded on the website of the Company at www.sunilhitech.com  CSR reporting required under Companies (Corporate Social Responsibility Policy) Rules, 2014 enclosed as a part of this report in Annexure–A.

Brief outline of Company's CSR policy

1. Skill Development for sustainable income generation & Livelihood

a. Skill development training for unemployed youth for better employability & to promote self–employment.

b. Vocational/ technical/professional training for youth for ultimate support to the projects for hiring skilled youth.

c. Promote enterprise development

d. Promote self–help groups

2. Literacy / Education

a. Construction/repair of school buildings & facilities including boundary walls, separate toilets for boys & girls and provision of drinking water.

b. Provision of uniforms, books, stationery, computer & Laboratory equipment etc., to schools.

c. Scholarships/fellowships to deserving students to encourage education.

d. Promotion of adult education with focus on women's education etc.

e. Reducing the drop–out rate of students & absenteeism through counselling & other means.

f. Promote computer literacy and technology assisted learning.

g. To set up/ promote higher education through special coaching/inputs to bridge the gap.

i. To promote Technical/ professional/ medical education by giving financial assistance / opening institutions through Organizations/ infrastructural support.

3. Safe Drinking Water /Health care & Sanitation

a. Provide safe drinking water by sinking bore wells, tube wells, establishment of water treatment plants etc.

b. Preventive and promote health care through mobile medical vans etc.,

c. Nutritional supplements to lactating mothers, children, adolescent girls and pregnant women.

d. Health awareness campaigns on serious/chronic diseases.

e. OP/IP treatment including operations at project hospitals

f. Organising periodic health camps

g. Offering specialized support services to the physically handicapped and mentally challenged people

h. Veterinary medical support

i. Promotion of sanitation through proper drainage system and construction of toilets

j. Assistance for establishment of Hospitals/Medical Colleges etc.

4. Agriculture & Infrastructure Development

a. To promote water shed development /water harvesting / water conservation measures.

b. Development of roads, bridges, markets, transport facilities, community welfare centres beautification of towns, cities, other civic amenities etc.

c. Promote use of non–conventional energy.

d. Electrification of Public buildings in villages.

5. Women empowerment:–

a. Creation of primary group of women producer.

b. Federation of women producer groups and facilitation of its financial linkages.

c. Facilitation of new agri technology and other resources to improve per hectare production especially to women farmers.

d. Literacy and training programs for women farmers to ensure they inculcate basis business traits.

e. Health check up camps for women and children.

6. Environment and sustainability:–

a. Plantation drives around work sites.

b. Training program for CBO's to improve energy conservations and increasing dependency upon secondary energy resources.

Vigil Mechanism:

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

Audit Observations:

Auditors' observations are suitably explained in notes to the Accounts and are self–explanatory.

Auditors:

i) Statutory Auditors :

The Auditors, M/s. V. Sankar Aiyar & Co., Chartered Accountants retire at this Annual General Meeting and being eligible, offer themselves for re–appointment.

ii) Secretarial Audit :

According to the provision of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report submitted by Company Secretary in Practice enclosed as a part of this report Annexure–B.

Related Party Transactions

The company's related party transactions are entered with its group companies and firms. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialization and the Company's long–term strategy for sectoral investments, optimization of market share, profitability, legal requirements, liquidity and capital resources of group companies. All related party transactions are negotiated on an arms–length basis, and are intended to further the Company's interests. A policy on related party transactions is posted on the website of the company at www.sunilhtech.com

Particulars of contracts or arrangements with related parties referred to in sub–section (1) of section 188 of the Companies Act, 2013 as per AOC–2 is annexed herewith as Annexure–C.

Extract of the annual return as provided under sub–section (3) of Section 92

The Extract of the annual return as provided under sub–section (3) of section 92 of the Companies Act, 2013 is annexed herewith as Annexure–D.

Subsidiaries and associate companies

A disclosure required under Section 129 of the Companies Act, 2013 & Rules made thereunder is enclosed as Annexure–E.

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

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are set out below;

(A) Conservation of Energy

Your Company is continuously taking initiatives to ensure the optimum utilization of energy available in day to day operations not only in offices but also at different sites of execution of various projects. Your Company uses energy efficient lighting devices, light fittings to save energy, capacitor bank / devices to maintain power factor and plant & equipment which are environment and power efficient.

(B) Technology Absorption

Your Company is doing its business by ensuring optimum utilization of its available resources. Your Company has not taken any research & development activity so far. It has been executing its projects by using modern techniques, modern machineries and by ensuring the optimum utilization of its technical, professional and skilled manpower.

(C) Foreign Exchange Earnings and Outgo

Acknowledgement

Your Directors take this opportunity to express their gratitude for the valuable support extended by the customers, banks, financial institutions, investors, business associates, central & state government authorities. Your Directors also appreciate the employees at all levels for their continued support to the Company. Your Directors believe that with the whole hearted support of employees, stakeholders, bankers and our valuable customers, we will continuously excel in the path of success and growth.

By the order of the Board

For Sunil Hitech Engineers Limited

Ratnakar Manikrao Gutte   

Chairman

Sunil Ratnakar Gutte

Managing Director

 Place: Mumbai 

Date:28th May, 2015

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