REPORT OF DIRECTORS To The Members, Your Directors present the Annual Report of your Company together with the Audited Accounts for the year ended March 31, 2015. DIVIDEND In view of the loss for the year, your Directors are unable to recommend any Dividend for the year ended March 31, 2015. PERFORMANCE OF THE COMPANY During the year under review, the Turnover of the Company slumped to Rs.1183.62 Million from Rs.3048 Million. The operations continued to be adversely affected by non-availability of credit limits from Banks and thus leading to lack of working capital and delay in completion of projects. Company is exploring the possibilities for fresh orders and Joint Venture arrangement. Consequent to accumulated losses upto previous Financial year, reference was made to Board for Industrial Financial Reconstruction (BIFR) which was subsequently registered with them and the Operating Agency is to be appointed. The company is making all out efforts to realize overdue accounts and Retention monies. Further discussion with prospective investors/Banks is in process and if successful, significant funds will be infused for revival. The company is contesting the action initiated by Consortium Banks as to enforcement of securities. SUBSIDIARY COMPANIES In accordance with the General circular issued by the Ministry of Corporate Affairs and Section 136 of the Companies Act, 2013, Annual Report of subsidiary companies viz. UB Infrastructure Limited, Bhopal-Berasia-Sironj Highway Private Limited and Sendhwa-Khetia Road Development Company Private Limited are not attached with this Annual Report. However the Report on performance and financial position of subsidiary companies in the prescribed form AOC-1 is annexed to this report as Annexure-A. The Annual Accounts of the subsidiary companies and the related information will be made available to the members of the Company upon request and will be kept open for inspection by any member at the Registered Office of the Company during business hours. UB Infrastructure Limited, a wholly owned subsidiary, is under liquidation with effect from 21st November 2014 in terms of order passed by the Hon.High Court, Bombay. The affairs of the subsidiary /step-down subsidiaries are conducted by their respective Board. The Consolidated Financial Statements of the Company and its subsidiaries should be read in conjunction with respective Financial Statements. DIRECTORS AND KEY MANAGERIAL PERSONNEL Ms. Tushita Patel, Director, retires by rotation and being eligible offers herself for reappointment as a Director liable to retire by rotation. Mr. J.K. Sardana, was reappointed as Managing Director, with effect from May 30, 2015 for a period of one year, on the same terms and conditions as approved by the members in the previous Annual General Meeting held on September 27, 2013. The reappointment and remuneration of Mr.J.K.Sardana, as Managing Director, are subject to approval of the members and Central Government. A brief resume of the Directors' proposed to be re-appointed is given in the Annexure to the Notice. The company did not have Chief Financial Officer and Company Secretary throughout the year. DIRECTORS' RESPONSIBILITY STATEMENT In compliance with Section 134 (5) of the Companies Act, 2013, the Directors state that: (a) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; (b) accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the loss of the Company for the year; (c) proper and sufficient care have been taken 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 prevention and detection of fraud and other irregularities; (d) the annual accounts have been prepared on a going concern basis (refer financial note No.22); (e) internal financial controls have been laid down to be followed by the Company. In the absence of a CFO, the Managing Director exercises both operational management and financial affairs of the Company with the guidance of Group CFO if and when so required. (f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that, such systems are adequate and operating effectively. AUDITORS In the last Annual General Meeting (AGM) held on December 26, 2014, Messrs. V. P. Mehta & Company, Chartered Accountants, have been appointed Statutory Auditors of the Company for a period of 3 years. Ratification of appointment of Statutory Auditors is being sought from the Members of the Company at this AGM. Further, the Statutory Auditors have, under Section 139(1) of the Act and the Rules framed thereunder, furnished a certificate of their eligibility and consent for appointment. With regard to the observations of the Statutory Auditors in their report, the relevant Notes in Notes to Accounts are self-explanatory besides observations in the Directors' Report supra. COST AUDIT Pursuant to the Notification issued by Ministry of Corporate Affairs dated 31st December, 2014, Cost Audit is not mandatory in terms of Section 148 of the Companies Act, 2013. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, a report on Corporate Governance and Management Discussion and Analysis Report is attached to this Annual Report. DISCLOSURES Board and its Committees The details of the composition of the Board / committees and Meetings of the Board are given in the Report on Corporate Governance. Independent Directors Declaration The Independent Director of the Company has given declaration in terms of Section 149(6) of the Companies Act, 2013. Internal Financial Controls The Company is in compliance with the requirements of the Companies Act, 2013 with regard to the Internal Financial Controls which embraces adherence to Company's policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records. Internal Controls are designed to cover financial matters, operational areas, besides fraud prevention mechanism. Risk Management The Company manages, monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives through the Audit Committee and Internal Auditors comprising of external firm of Chartered Accountants. The Company is exposed to various legal disputes which are handled by expert legal advisors in consultation with the Managing Director. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL AND SENIOR EMPLOYEES The Board on the recommendation of the Nomination and Remuneration Committee has laid down a policy for appointment of Directors and remuneration for the Directors, Key Managerial Personnel and Senior Employees. The same is enclosed as Annexure-B to this Report. However, no Chief Financial Officer and Company Secretary were appointed during the year. PERFORMANCE EVALUATION OF THE BOARD AND COMMITTEES The details of annual evaluation made by the Board of its own performance and that of its Committees and Individual Directors and performance criteria for Independent Directors laid down by the Nomination and Remuneration Committees are enclosed as Annexure-C to this Report. VIGIL MECHANISM The Company has implemented a vigil mechanism to provide a framework for the Company's employees and Directors to promote responsible and secure whistle blowing. It protects the employees who raise concern about serious irregularities within the Company. A brief summary of the vigil mechanism implemented by the Company is annexed under Annexure-D to this Report. This policy is available on the website of the Company. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES Disclosures with respect to the remuneration of Directors and Employees as required under Section 197 of Companies Act, 2013 and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure-E to this Report. Details of employee remuneration as required under provisions of Section 197 of Companies Act, 2013 and Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available at the Registered Office of the Company during working hours before 21 days of the Annual General Meeting and shall be made available to any shareholder on request. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS The details of programmes 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. CORPORATE SOCIAL RESPONSIBILITY The Company has in place a Corporate Social Responsibility Committee (CSR) for overseeing CSR activities. In view of the accumulated losses, there was no necessity for CSR spending during the year under review. SECRETARIAL AUDIT REPORT Pursuant to the provisions 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. Shekhar Ghatpande & Company, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report furnished by Auditor in the format prescribed under The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-F to this Report. The material observations in the report relate to the following; 1) Absence of Key Managerial Personnel viz. Chief Financial Officer & Company Secretary during the whole of the financial year. 2) Minimum number of Independent Directors. 3) Constitution of various Committees. The Board is seized of this matter. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT -9 is annexed herewith as Annexure- G. LISTING OF SHARES OF THE COMPANY Your Company's Equity shares are listed on the BSE Limited (formerly Bombay Stock Exchange Limited) and National Stock Exchange of India Limited. FIXED DEPOSITS The Company has not accepted any deposits from the public during the year under review. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES The Company has obtained approval of the Shareholders through Special Resolution in the previous Annual General Meeting held on December 26, 2014 with regard to material significant Related Party Transactions pursuant to Clause 49 of the Listing Agreement. During the year under review, there were no material significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. The Company has adopted a Related Party Transaction Policy which is uploaded on the Company's website. None of the Directors have any material pecuniary relationships or transactions vis-a-vis the Company. ACKNOWLEDGEMENT Your Directors' place on record their sincere appreciation for the continued support from Banks, and Financial Institutions, Share-holders, customers, suppliers, the Group companies, business associates and employees. By Order of the Board J.K. Sardana Managing Director DIN02222792 Place : Bangalore Date : November 25, 2015 |