DIRECTORS' REPORT To, The Members, CCL INTERNATIONAL LIMITED Your Directors have the pleasure in presenting the 24th Annual Report together with Audited Financial Statement of the Company for the Financial Year ended 31st March 2015 2. COMPANY PERFORMANCE: The year under review, there has been a tremendous increase in the profitability. The Profit after Tax is increased by 3.57% to Rs. 102.69 Lacs as compared to 99.15 Lacs in the last year. As far as turnover of the Company is concerned, there has been significant increase during the year under review. The sales and other income have touched Rs. 9492.45 Lacs showing an increase of 18.36% as compared to the previous year Rs. 8019.52 Lacs. Out of the disposable surplus of 403.76 Lacs, a sum of Rs. 47.98 Lacs has been kept for dividend and Rs. 7.78 for Corporate Dividend Tax at the end of the year 2015. Your directors are exploring the possibilities for diversification and expansion of the business activities of the Company and are taking necessary steps accordingly. 3. BUSINESS OPERATIONS: The year 2014-2015 has been a great year for the company in terms achieving the goals set out in the beginning of the year. The company was not only able to carry out its current ongoing projects in a very efficient manner but was also able to acquire new projects in a range of field. In the 2014-15 year, the company majorly focused on its infrastructure sector. The directors feel immense pleasure in stating that the company now has a good foot hold in the infrastructure development industry with its many projects going on in the state of Meghalaya, Assam and Mizoram, & Nagaland, etc. It's a proud moment for the Company knowing that our efforts are being appreciated and recognized all over the nation and even outside India. This year company has decided to be an EPC contractor using German Technology edge of Road Construction. The company has decided bid for numerous of projects like NHIDCL, NHAI & MORTH all over country. Our other business being Trading of Steels, Non- Ferrous Metals, Fabrics, Cements have also proved to be profitable for the company. It is needed to be pointed out that during the relevant previous year revenue generation from the Trading sector was significantly higher if compared with revenue generation from Infrastructure sector, even when the revenue collected from the Infrastructure sector has increased from previous year. The Directors have proved in the past that they believe in diversification in doing business, as the company is already involved in various business. Further, the company has stepped in power distribution sector for construction of 132,220KV substation in U.P. & Bihar. This shows company's growth in different sectors of Infrastructure, Power and Irrigation, etc. The Directors and the management are tremendously proud of its employees for continuing to perform their duties in such a balanced nature, making it possible for the company to smoothly perform its operational activities. Other factors which contributed for smooth performance of companies operational activities can be noted to be better price realization, richer product mix and effective & efficient work efforts. During the relevant previous year 2014-2015, the Company's operating and financial performance has established a new milestone. Also as required under the Accounting Standards, segment-wise financial statements and calculation of earnings per share is made a part of the Annual Report. 1. CHIRAWA COMMODITIES The company is consistently working in the field of trading of Iron & Steel, Cotton Fabrics, etc. We offer durable and high Strength angles of all sizes which is also available as per client specification. Our products range includes: Angle, Beams, Channel, TMT, HR Coil & Sheets, etc. Our range is available at industry leading to our clients. 2. CORE CONCRETE PRODUCTS Concrete Pipes are one of the very important elements in every infrastructure establishment and we feel proud to have been able to contribute in this process by providing good quality Concrete pipes. The company has now successfully completed one year of manufacturing & supplying of concrete pipes. We are amongst one of the well known Suppliers of a huge array of Industrial RCC Pipes, used in diverse purposes such as, under railway tracks, roads, culverts, sewerage & national highways. We also provide a wide range of RCC Hume Pipes, RCC Polyethylene Lined Pipes & RCC Jacking Pipes, which are listed below: Ÿ· RCC Hume Pipes having diameter ranging from 150 mm to 2400 mm. Class Specifications are: NP2, NP3, and Np4. · The RCC Polyethylene Pipes having diameters ranging from 600mm to 1800mm and has a difference of 200mm. · The RCC Jacking Pipes manufactured by us is of superior quality and comes in diameter variations of 600mm to 1800mm. These pipes find application in fields tha t are mentioned below: · Trench less lying of Water Lines · Sewerage Lines These pipes are manufactured by the process of Vibration Vertical Casting Technology and are lined by P.E. of thickness that ranges from 1.5mm to 3mm. We want to inform you that the Company feels great pleasure to have been able to achieve this consistency in its work efforts and ethics. 3. CRETEROADS CONSTRUCTION The Infrastructure Development Division of the company is called by the name CRETEROAD CONSTRUCTION. This division focuses on the construction/re-construction and designing/redesigning of new as well as existing roads. For the purposes of such constructions company uses highly distinguished German Technology called “EVOCRETE”. “Evo Crete” is a unique formulation which provides for modification of soil making it appropriate for road construction. It is used for complete solidification of any soil type which has zero or negligible aggregates. Under this technology a mechanized recycler or as also called a soil stabilizer is used for integrating an additive to the soil. Even a Ready Mix Cement plant tested & tried on more than 5.0 Million Sq. Meters world over is being used as per road or pavement design leading to best in class ready to use traffic roads. In brief we can say that the German Technology provides for a soil stabilization technique which binds the soil with adequate quantity of cement and water ensuing in development of solid concrete slab. We would also like to share the areas where we use the material named EvoCrete. A list of which is shown on the following page. The company began working with the German Technology in the year 2012-2013. Using this technology last two year and since then the Company has bagged various infrastructure development projects operational in many parts of the country which are based on this very same German Technology. The Company has brilliantly used its management skills and expanded its reach in the field of real estate and infrastructure development activities. The Company has also undertaken the projects of development of low cost housing at affordable rates; the Company is also involved in providing techno-commercial consultancy to infrastructure projects. The Infrastructure division of the Company is mainly engaged in the construction of public infrastructure development and due to this in the present time it has become a major contributor towards the Company's revenues. The public infrastructure development projects include construction of New Roads and Highways and repair work for those already in existence as well as repairs and maintenance of other public works such as toll bridges, high-rise buildings, dams, civil engineering structures, soil, highway pavements, tunnels, water containment structures, sewers, roofing, and housing in India and now abroad as well. This segment includes the mining, construction and installation of utility distribution systems for water and sewer mains, Construction of Pavement traffic signals and highway lighting. For Construction of Building, the Company uses: cement, concrete reinforcement, bricks and mortars, additives, corrosion technology, ceramics, timber, steel, polymers, glass fibers, recycled materials and byproducts, sealants, adhesives. We also want to share with our shareholders that the company has successfully bagged some new projects overseas during the course of this year. We consider this a new achievement of the company and hope to complete these projects with full efficiency and effectiveness. 4. Material Changes in Business Operations: Firstly, the company shifted its registered office from 30, Bharti Artist Colony, Main Vikas Marg, New Delhi to M-4, Gupta Tower, B 1/1, Commercial Complex, Azadpur, Delhi with effect from 09.02.2015. Secondly, on 04.08.2015, the board had divested its entire stake of 50% Ownership Interest held in M/s. Shree Bankey Behari RCC Products Private Limited. 5. Transfer to Reserve During the year under review, the company has not transferred any amount to General Reserve. 6. Number of Meeting of Board of Directors Pursuant to Companies Act, 2013 and the Rules framed there under, 14 Board Meetings were held in the financial year 2014-15. The details of the meeting are at Corporate Governance Report forming part of this Annual Report. 7. Audit Committee The Company had duly constituted Audit Committee. The composition of Audit committee is disclosed in the Corporate Governance Report. The recommendations made by the Audit Committee are accepted by the Board. 8. Fixed Deposits: The Company has not accepted any deposits from public. There are no unclaimed or unpaid deposits as on 31st March, 2015. 9. .Particulars of Loans, Guarantees or Investments under Section 186 The 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 forming part of this Annual Report. 10. Adequacy of Internal Control System: The company has proper and adequate system of Internal Control to monitor proper recording of transaction according to policies and procedures laid down by the company. The company regularly monitors that all regulatory guidelines are complied with at all levels. The Audit Committee constituted by the Board reviews the adequacy of Internal Control System. The Internal Auditors' Report dealing with the internal control system is considered by the Audit Committee and appropriate actions are taken wherever deemed necessary. 11. Dividend: Your Directors are pleased to recommend a Dividend of Rs. 0.05 per equity share (2.5%) for the FY'15 amounting to Rs. 47, 98,150 for approval of the Members. A Dividend of Rs. 0.05 per equity share having face value of Rs. 2/- as recommended by the Board, if declared at the forthcoming Annual General Meeting, will be paid to those members on or before Thursday, 29th October, 2015 to those Members: (a) Whose names appear as Beneficial Owners at the end of the business hours on, Monday, 21st September, 2015 in the list of Beneficial Owners to be furnished by the Depositories (NSDL and CDSL) in respect of the shares held in electronic form; and (b) Whose names appear as Members on the Company's Register of Members after giving effect to valid Transfer requests in physical form lodged with the Company or its Registrar & Share Transfer Agent (RTA) on or before Monday, 21st September, 2015. No tax at source shall be deducted from the dividend amount payable to the members. Corporate Dividend Tax will be paid by the company at the applicable rate on the total amount of dividend payable by the company. 12. The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. or ceased to be the subsidiaries/joint ventures/associates company (ies) during the year. 14. Corporate Social Responsibility (CSR) The CSR provisions were not applicable on the company during the year under review. 15. Directors & Key Managerial Personnel Mr. Krishan Kumar Sharma has resigned from the directorship of the Company w.e.f 06.09.2014, on reaching the retirement age under the guidelines for the retirement age of Directors adopted by the Company. The Directors wish to place on record their appreciation of the valuable services rendered by Mr. Krishan Kumar Sharma during his tenure as Director of your Company. Mr. Mukesh Kumar Sharma, (DIN 03468219) who has been appointed by the Board of Directors as an Additional Director of the Company with effect from March 21, 2015 and who holds office upto the date of this Annual General Meeting of the Company in terms of Section 161 of the Companies Act, 2013. Mr. Shivam Agrawal has been appointed as the Chief Financial Officer of the company by the board of directors in its meeting on August 14, 2015 as per the provisions of Companies Act,2013. Mr. Devendra Kumar Tyagi, (DIN 07070279) has resigned from the directorship of the Company w.e.f September 1, 2015. 16. Declaration by an Independent Director(s) All the Independent Directors have given declaration regarding their compliance of conditions of sub-section 6 of section 149 of the Companies Act, 2013 in the first board meeting of the FY 2014-15 as per the provisions of subsection 7 of section 149 of the said Act. No independent director has been reappointed by the Company. 17. Prevention of Insider Trading: The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employees have confirmed compliance with the Code. 18. Significant and material orders There are no significant and material order passed by the regulator or court or tribunal impacting the going concern status and operations of the company 19. Vigil Mechanism Policy Details of Vigil Mechanism Policy is mentioned in Corporate Governance Report. 20. Risk Management Details of development and implementation of Risk Management policy is mentioned in Corporate Governance Report. 21. Remuneration Policy The Nomination and Remuneration ('NR') Committee of the Company has formulated a policy for Director's, KMP and other employees. They have also developed the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other employees. The detail has been mentioned in Corporate Governance Report forming Part of the Annual Report. 22.Annual Evaluation- Board and its Committees The Nomination and Remuneration ('NR') Committee has laid proper criteria and procedure to evaluate and scrutinize performance of the Chairperson, each Director (Including Executive, Non-Executive and Independent Director), of the Board as a whole and its Committee. The details has been mentioned in Corporate Governance Report forming Part of the Annual Report. 23.Policy against Sexual and Workplace harassment The Company believes in providing opportunity and key positions to women professionals. It has been the Endeavour of the Group to encourage women professionals by creating proper policiesto tackle issues relating to safe and proper working conditions for them and create and maintain a healthy and conducive work environment free of discrimination. During the year under review there were no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013. 24. Related Party Transactions: None of the transactions with related parties falls under the scope of Section 188(1) of the Act. 25. Managerial Remuneration and Particulars of Employees Details of Managerial remuneration required pursuant to Section 197 and Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-A. As per Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 there is no employee in the Company who is Employed for full year and in receipt of remuneration more than ` 60,00,000/- per year or part of the year and receiving remuneration proportionately. 26. Extract of the Annual Return As provided under Section 92(3) of the Act, The extract of the Annual Return is given in “Annexure B” in prescribed form MGT-9, which forms part of this report. 27. Auditors and Auditors' Report Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. KPMC & Associates, Chartered Accountants, (Firm Registration No. 005359C), who were appointed as statutory auditors of the Company from the conclusion of the 23rd Annual General Meeting (AGM) of the Company held on September 30, 2014 till the conclusion of the 28th AGM to be held in the year 2019, subject to ratification of their appointment at every AGM. The notes to accounts appearing in the schedule and referred to in the Auditors' Report are self explanatory. 28. Secretarial Audit Report The Board had appointed M/s. Richa Gulati, Practicing Company Secretaries, Ghaziabad as Secretarial Auditor pursuant to the provisions of Section 204 of the Companies Act, 2013. The Report of the Secretarial Auditor is annexed to the Report as per Annexure 'C'. 29. Listing with Stock Exchanges: The Company is listed at Bombay Stock Exchange Ltd and Delhi Stock Exchange Ltd and confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE Ltd. where the Company's shares are listed. 30. Corporate Governance: Your Company's Corporate Governance philosophy esteems from the belief that corporate governance is a key element in i m p r o v i n g e f f i c i e n c y, t r a n s p a r e n c y, accountability and growth as well as enhancing investor's confidence. The Company is committed to maintain the highest standards in Corporate Governance so as to ensure highest level of transparency to meet the stakeholders 's expectations. The Corporate Governance Report for the year ended March 31, 2015 forms part of this report as Annexure- E. A detailed analysis of the Company's performance is discussed in the Management Discussion and Analysis Report, annexed to this report and forms part of this Report. 31. Directors' Responsibility Statement: Pursuant to Section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm 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; 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; and 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. 32. Acknowledgements: Your directors take this opportunity to offer their sincere thanks and gratitude to: 1. The bankers of the company as well as other Financial Institutions for the financial facilities and support. 2. Business associates, vendors/contractors, shareholders, employees and esteemed clients for their unstinted support and assistance. The Board also takes this opportunity to express their sincere appreciation of the efforts put in by the employees at all levels for achieving the results and hopes that they would continue their sincere and dedicated endeavors towards achieving better working results during the current year. By Order of the Board of Director (RAMA GUPTA) Managing Director Place : Delhi Dated : 02.09.2015 |