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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of CCL International Ltd.

Mar 31, 2024

Your Directors have the pleasure in presenting the 33^rd Annual Report together with Audited Financial Statement of the Company for the Financial Year ended 31^st March 2024.

1. FINANCIAL RESULTS:

The Audited Financial performance of your Company for the year ended March 31, 2024 is summarized below:

l Rc Ini arcl

Particulars	Standalone
	Current Year 31.03.2024	Previous Year 31.03.2023
Revenue from operations	3570.11	1645.38
Other Income	106.75	87.43
Total Revenue	3676.86	1732.81
Profit for the year after meeting all expenses (before Depreciation , Interest & Tax)	571.85	125.96
Less:
Interest	189.10	75.87
Depreciation & Amortization	284.85	247.22
Profit before share of Profit from Investment in Associates Companies	97.90	-197.12
Share of Profit/Loss from Associates companies	-	-
Provisions
- Provision for Taxation	-0.51	0.45
- Provision for Current year Deferred Tax Liability	-48.23	-58.61
Profit after Tax	146.64	-138.96
Appropriations
- Profit Brought Forward from Previous Year - Other Income-INDAS	1317.95	1456.91
- Adjustment for Share of Post acquisition accumulated	0.00	0.00
Profits/Reserves	0.00	0.00
- Income Tax for earlier year on profit of Partnership Firm	0.00	0.00
Profit Carried to Balance Sheet	1464.59	1317.95

2. COMPANY PERFORMANCE:

On the financial basis, the turnover for the Financial Year 2023-24 is Rs. 3570.11 Lacs which is increased by 116.98% over last year (Rs. 1645.38 Lacs in Financial year 2022-23). However, there is also increase in the net profitability of the company because the Sale of the company has been increased as compare to the last year.

Due to competitive pressure infrastructure development in India has been going through a very difficult phase over the last few years, affecting the overall performance. Consequently, players in the construction space, especially those in business of Road construction & building large infrastructure for the state and central governments, had to face severe financial, operational and regulatory challenges, such as very tight liquidity conditions, serious stress on cash flows, as well as sundry issues brought up in the ambit of environment and social displacement.

Our focus area continues to be the execution of civil engineering projects with specialization on road & bridge. Further your Company had been successful in bagging various contracts for execution of Infrastructure Projects. Apart from above, the Company expects substantial increase in the order book position.

Your Directors along with the entire management team is taking all possible action to ensure that we are able to sustain our financial growth and business operational developments in spite of all adverse external conditions & competition.

3. BUSINESS OPERATIONS:

| As you are already aware, your company introduced a German Technology i.e. EvocreteÂ®ST_ used in various regions in conducting its road construction activities and working with it from the past 12 years which has impact on the goodwill and profitability of the company. Since using this technology, the Company has bagged various infrastructure development projects (for construction of roads & highways) operational in many parts of the country which are based on the same German Technology Evocrete! CCL has brilliantly used its management skills and expanded its reach to different region of the country.

Product: "EvoCrete" 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.

EvoCreteÂ®is the latest generation evolved soil & Concrete modifiers for infrastructure industry are most trusted world over to bring speed, strength & life. Remarkable Additives helps in cost & engineering designs. Technology i.e. specialized for infra projects, evolved to construct roads, highways, canals, railways etc. at most cost effective & efficient manner. 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

	Road and Motorway Construction
c		1
	1

	Harbor Premises and Wharfages
1		1
	1

	Cycle Paths, Forest Paths and Agricultural Roads
L_		1
	1

	Replacement of Depth Foundation
L_		1
	1

	Railway Tracks
L_		1
	1

	Rural or Village roads
L_		1
	1


1	Laiidi ill Sites	1
	i

	Slope Reinforcements, Grouting
L_		1
	1


1		1
	1

	Biogas Plants
L_		1
	1


L_		1
	1

	Logistics Centre
L_		1
	1

	Parking, Container Storage Points
d		1 1
	1


d		1 1
	1


d	Dam Enforcements	1 1
	i


d		1 1
	_1

During the year under review, the company has successfully demonstrated strong value addition in the infrastructure sector. Further, company is efficiently focus on completing on-going construction works in an efficient manner and also started working aggressively on procuring/participating various new and innovative technology-oriented projects in the field of Infrastructure Segment.

Organization, National Highways Authority of India, Government of Assam, PWD Department Government of Meghalaya and for executing its ongoing projects which would surely enhance the growth, goodwill and public reputation of your company and would prove out to be more profitable in the coming months.

The Directors and the management placed on record the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. Other factors which contributed for smooth performance of company''s operational activities can be noted to be better price realization, richer product mix, and effective & efficient work efforts.

4. MATERIAL CHANGES IN BUSINESS OPERATIONS:

There are no material changes occurred between the financial year ended on 31st March, 2024 and date of the report of the Company which affects the financial position of the Company.

5. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of the Company during the year ended on 31^st March, 2024.

7. TRANSFER TO RESERVE

During the year under review, the Board does not propose to transfer any amount to general reserve.

8. DIVIDEND

No dividend is recommended for the financial year 2023-24.

9. TRANSFER OF AMOUNTS TO INVESTOR EDUCA TION AND PROTECTION FUND

During the year under review, no amount was transferred to Investor Education and Protection Fund.

10. TRANSFER OF UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no shares were transferred to Investor Education and Protection Fund.

11. CAPITAL STRUCTURE

The Authorized share capital of the company stands is Rs 33,00,00,000/- (Rupees Thirty Three Crore only) divided into 3,30,00,000 (Three Crore Thirty Lacs) Equity Shares of Rs 10/- each.

During the Financial year, the Issued, Subscribed and Paid up Share Capital of the Company is Rs. 19,19,26,000/-(Rupees Nineteen Crore Nineteen Lacs Twenty Six Thousand only) divided into 1,91,92,600 (One Crore Ninety One Lac Ninety Two Thousand and Six Hundred only) Equity Shares of Rs 10/- each, fully paid-up. During the financial year 2023-24, our Company has neither issued equity shares with differential rights as to dividends, voting or otherwise nor has issued Sweat Equity shares. Our Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme.

12. NUMBER OF MEETING OF BOARD OF DIRECTORS

Pursuant to Companies Act, 2013 and the Rules framed there under, 07 (Seven) Board Meetings were held in the financial year 2023-24. The details of the meeting are disclosed in the Corporate Governance Report forming part of this Annual Report.

The periodicity between the 2 (Two) Board Meetings was within the maximum time gap as prescribed in the Act & Listing Regulations.

13. COMPOSITION OF COMMITTEES AUDIT COMMITTEE

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Sections 177 (8) of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015. The composition, attendance, powers and role of Audit Committee is disclosed in the Corporate Governance Report. All the recommendations made by the Audit Committee were accepted by the Board.

The Audit Committee comprises directors namely Ms. Sonam Sharma (Chairperson), Mr. Arvind Sharma and Mr. Akash Gupta as other members.

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors constituted a Nomination and Remuneration Committee comprising three NonExecutive Independent Directors namely Mr. Arvind Sharma (Chairman), Ms. Sonam Sharma and Mr. Sandeep

Kumar Garg as other members. The function of the Nomination and Remuneration Committee include recommendation of appointment of Whole time Directors / Managing Director/ Joint Managing Director and recommendation to the Board of their remuneration.

A Nomination and remuneration committee has been constituted under section 178 of the Companies Act, 2013 for formulization of 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 senior management personnel.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Board of Directors constituted a Stakeholder Relationship Committee comprising three Non-Executive Independent Directors namely Mr. Sandeep Kumar Garg (Chairman), Ms. Sonam Sharma and Mr. Arvind Sharma as other members. The Stakeholder Relationship Committee inter alia, oversees and reviews all matters connected with the investor services in connection with applications received and shares allotted in the Initial Public Offer, status of refund amount, conversion of partly paid shares into fully paid shares, rematerialisation and dematerialization of shares and transfer of shares of the Company. However, there is no instance occurred during the year.

The committee oversees performance of the Registrar and Transfer Agent of the Company and recommends measures for overall improvement in the quality of investor services.

14. 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. However, there are no Loans Guarantees and Investments are covered under the preview of section 186 of the Companies Act, 2013.

15. DEPOSITS

Your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such no principal or interest was outstanding as on the date of the Balance sheet. The company has not taken any loans from Directors.

16. ADEQUACY OF INTERNAL CONTROL SYSTEM

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

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.

17. RISK MANAGEMENT POLICY

The Company has in place the Risk Management Policy to identify and assess the key risk areas and monitor the same.

The Board periodically reviews the risks and suggests steps to be taken to control the risks.

18. INSURANCE

The Company''s properties including building, plant and machinery, stocks, stores, etc., have been adequately insured against major risks like fire, earthquake, terrorism and burglary etc.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo as stipulated under section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are as follows:

Conservation of Energy & Technology Absorption:

The Company does not have any manufacturing facility, the other particulars required to be provided in terms of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are not applicable. Nevertheless, during the period the Company continued its endeavor to conserve energy through various modes. Energy conservation continues to be a focus area for the Company. Energy conservation measures are meticulously followed and conform to the highest standards.

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo:	(Rs. In Cr.)
	2023-24	2022-23
a) Foreign Exchange earnings	0.00	0.00
b) Foreign Exchange outgo	0.01	1.30

20. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIA TES

During the year under review, the Company does not have any subsidiary companies but has a Partnership Firm which is engaged in the business of construction of roads and highways. A statement containing salient features of the financial statements of the Company''s associates in Form AOC-1 is appended to this Report as Annexure B.

Sl. No.	Name of Firm		% of holding
1.		KPM-CCL- JV	50.00%

The partnership firm is engaged in the construction of Roads and Highways in the state in Uttarakhand.

21. CORPORA TE SOCIAL RESPONSIBILITY (CSR)

The CSR provisions were not applicable on the company during the year under review.

22. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mrs. Rama Gupta, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered she for re-appointment.

There are 5 Directors in the existing Board.

S. No	Name	Designation(s)
1.	Mr. Akash Gupta	Managing Director cum Chairperson
2.	Mr. Rama Gupta	Whole Time Director
3.	Mr. Arvind Kumar Sharma	Independent Director
4.	Mr. Sandeep Kumar Garg	Independent Director
5.	Ms. Sonam Sharma	Independent Women Director

23. KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, the Company has following Key Managerial Personnel as per the definition of Section 2(51) read with Section 203 of the Companies Act 2013.

S. No	Name	Designation(s)
1.	Mr. Akash Gupta	Managing Director cum Chairperson
2.	Mr. Rama Gupta	Whole Time Director
3.	Mr. Pradeep Kumar	Company Secretary and Compliance officer
4.	Mr. Deepak Kumar¹	Chief Financial Officer

25. SEPARA TE MEETING OF INDEPENDENT DIRECTORS

In compliance with the requirements of Regulation 25(3) of Listing Regulations and Section 149 read with Schedule IV of the Act, a Meeting of the Independent Directors was convened on May 30, 2023 without the participation of the Executive Directors or Management Personnel.

A separate meeting of the independent director of the Company was held on 30th May, 2023 to discuss the agenda items as prescribed under the applicable laws. The meeting was attended by all the Independent Directors of the Company.

26. 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 persons 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.

27. 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 its future operations of the company.

28. VIGIL MECHANISM POLICY

The Company has established a "Vigil Mechanism" for its employees and directors, enabling them to report any concerns of unethical behavior, suspected fraud or violation of the Company''s code of conduct. To this effect the Board has adopted a "Whistle Blower Policy" which is overseen by the Audit Committee. The policy provides safeguards against victimization of the whistle blower. Employees and other stakeholders have direct access to the Chairman of the Audit Committee for lodging concern if any, for review. The details of such policy are available on the website of the Company.

During the Financial Year 2023-24, there were no complaints received under the mechanism.

29. RISK MANAGEMENT

Details of development and implementation of Risk Management policy is mentioned in Corporate Governance Report.

30. REMUNERA TION POLICY

The Nomination and Remuneration (''NR'') Committee of the Company has formulated a policy for Director''s, KMPs and other SMPs. 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. The said is available on website of the Company http:/www.evocreteindia.in. Other details are given in Corporate Governance Report

31. PERFORMANCE EVALUATION

The Company has devised a Policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors) which includes criteria for performance evaluation of the Nonexecutive Directors and Executive Directors. The evaluation process inter alia considers attendance of Directors at Board and committee meetings, acquaintance with business, communicating inter se board members, effective participation, domain knowledge, compliance with code of conduct, vision and strategy, benchmarks established etc, which is in compliance with applicable laws, regulations and guidelines.

The Board carried out annual performance evaluation of the Board, Board Committees and Individual Directors and Chairperson. The Chairman of the respective Board Committees shared the report on evaluation with the respective Committee members. The performance of each Committee was evaluated by the Board, based on report on evaluation received from respective Board Committees.

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

The framework includes the evaluation of directors on various parameters such as:

â¢ Board dynamics and relationships

â¢ Information flows

â¢ Decision-making

â¢ Relationship with stakeholders

â¢ Company performance and strategy

â¢ Tracking Board and committees'' effectiveness

â¢ Peer evaluation

In compliance with the Companies Act, 2013 and Regulation 17 (10) of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015, the Board has carried out an evaluation of its own performance, Committees and performance of individual Directors during the period under review. The aspects covered in the evaluation included the contribution to and monitoring of corporate governance practices, participation in the long-term strategic planning and the fulfillment of Directors'' obligations and fiduciary responsibilities, including but not limited to, active participation at the Board and Committee meetings. Schedule IV of the Companies Act, 2013, states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation involves Self-Evaluation by the Board Members and subsequent assessment by the Board of Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The details of the framework for performance evaluation of Independent Directors, Board, Committees and other individual Directors are placed on the website of the company at the link http://www.evocreteindia.in

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 at the http://www.evocreteindia.in/PDF/Code-and-Policies/12.%20Familiarzation%20Programe.pdf

32. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The Board of Directors has framed a policy which lays down a framework in relation to appointment and remuneration of Directors, key managerial personnel and senior management of the company. This policy also lays down criteria for selection and appointment of Board Members.

33. REPORTING OF FRA UDS

During the year under review, there was no instance of fraud review, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

34. HUMAN RESOURCES

Employees are our vital and most valuable assets. We have created a favorable work environment that encourages innovation and meritocracy. It is important for us that organization culture and organization strategy are well aligned. Over a period we have developed a strong culture of transparency through constant employee communication and have developed strong performance management practices wherein best in class reward and recognition systems are deployed. We have also set up a scalable recruitment and human resources management process which enables us to attract and retain high caliber employees. Our employee partnership ethos reflects the Company''s longstanding business principles and drives the Company''s overall performance with the prime focus to identify, assess, groom and build leadership potential for future.

35. 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 policies to 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.

36. RELATED PARTY TRANSACTIONS

Related Party Transaction that were entered into during the financial year was on arm''s length basis and were in the ordinary course of business which do not fall under the ambit of Section 188 of the Act,.

As per the requirement under the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations, 2015 (âSEBI Regulations"), approval of the Audit Committee was received for all the Related Party Transactions. As per the Regulation 23(8) of the SEBI Regulations, the Company has sought approval of shareholders for passing necessary resolutions in accordance with the policy of your company on

Materiality of Related Party Transactions. This policy is available on the website of the Company i.e. www.evocreteindia.in.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-C in Form AOC-2 and the same forms part of this report.

37. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

The table containing the names and other particulars of employees in accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-D to the Board''s Report.

During the year under report, none of the employees was in receipt of remuneration in excess of the limits prescribed under section 197 of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendment thereto.

38. ANNUAL RETURN

Pursuant to Sec 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the copy of Annual Return can be accessed at Company''s website at https://www.evocreteindia.in

39. A UDITORS AND A UDITORS'' REPORT

M/s. KPMC & Associates, Chartered Accountants, (Firm Registration No. 005359C) who were appointed as Statutory Auditors of the Company for a term of Five years from the conclusion of the Annual General Meeting held in the year 2019 till the conclusion of the Annual General Meeting to be held in the year 2024 conducted the Statutory Audit for the FY- 2023-24. The Independent Auditors'' Report(s) to the Members of the Company in respect of the Standalone Financial Statements for the Financial Year ended March 31, 2024 form part of this Annual Report and do not contain any qualification(s) or adverse observations.

Further during the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

40. COST AUDITORS

In accordance with Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 the Audit Committee has recommended and the Board of Directors had appointed M/s. Shivam Kansal & Co., Cost Accountants, Ghaziabad, being eligible and having sought re-appointment, as Cost Auditors of the Company, to conduct Audit of cost records of the Company relating to Work Contact for the financial year 2023-24. In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a) (ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration of the Cost Auditors has to be ratified by the members. Accordingly, necessary resolution is proposed at the ensuing AGM for ratification of the remuneration payable to the Cost Auditors for FY-202324.

41. SECRETA RIAL A UDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s Richa Dhamija and Company, Practicing Company Secretary to conduct the Secretarial Audit of your Company for the financial year 2023-24. The Secretarial Audit Report is annexed herewith as Annexure-E to this Report received from Ms. Richa Dhamija, Practicing Company Secretary. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

42. INTERNAL AUDITORS

The Board of Directors based on the recommendation of the Audit Committee has appointed M/s. Vidya & Co. Ghaziabad, as the Internal Auditors of your Company and their reports are reviewed by the Audit Committee from time to time.

43. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the Secretarial Standard 1 and 2 issued by the Institute of Company Secretaries of India.

44. LISTING WITH STOCK EXCHANGE

The equity shares continue to be listed on the BSE Ltd (Bombay Stock Exchange). The Stock Exchange has nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the Country. The Company has paid annual listing fees for the financial year 2023-24 to the BSE Ltd and annual custody fees to National Securities Depository Limited and Central Depository Services (India) Limited.

45. CORPORA TE GO VERNANCE

Your Company''s Corporate Governance philosophy esteems from the belief that Corporate Governance is a key element in improving efficiency, transparency, accountability and growth as well as enhancing investor''s confidence.

The report on Corporate Governance as stipulated under the SEBI (LODR) Regulations, 2015 forms an integral part of this report and the requisite Certificate duly signed confirming compliance with the conditions of Corporate Governance is attached to the report.

46. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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.

47. DETAILS OF NODAL OFFICER

Pursuant to Rule 7(2A) of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016, and in terms of the notification issued by the Ministry of Corporate Affairs dated October 13, 2017, regarding the nomination of a Nodal officer by every Company remitting of the amount to the Investor Education and Protection Fund (IEPF) Authority for dealing with the claim/refund forms and to co-ordinate with IEPF authority as per the provisions of Section 125(3) of the Companies Act, 2013.

Mr. Akash Gupta, is the nodal officer of the Company for Investor Education and Protection Fund (IEPF) Authority for dealing with the claim/refund forms and to co-ordinate with IEPF authority. Further details of the same will be available on the Company''s website www.evocreteindia.in.

48. DIRECTORS'' RESPONSIBILITY STA TEMENT

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 have been followed along with proper explanation relating to material departures;

b] the Directors 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 and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c] the Directors have 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 have prepared the annual accounts on a going concern basis;

e] the Directors, have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

49. GENERAL DISCLOSURES

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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) Issue of Shares with Differential Rights

The Company has not issued any Shares with differential rights during the year under review.

e) Issue of Shares under Employee Stock Option Scheme

No such issue of shares under employee stock option scheme was made.

f) Issue of Shares through Private Placement

Nil

g) Issue of Equity Shares without Differential Voting Rights

Nil

h) Disclosure under Insolvency and Bankruptcy Code, 2016

No application has been made under the Insolvency and Bankruptcy Code, 2016. Hence, the requirement to disclose the details of the application made or any proceedings pending under the said Code during the year along with their status as at the end of the financial.

i) Disclosure under Insolvency and Bankruptcy Code, 2016

The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

Further, the Company is compliant of the Secretarial Standards issued by the ICSI from time to time.

50. 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

Place : New Delhi Dated : 31.08.2024

Sd/-

(Akash Gupta) Chairman and Managing Director [DIN 0194081]

Mr. Deepak Kumar has been resigned from the post of Chief Financial Officer of the Company with effect from 19.05.2023.

24. DECLARATION BY INDEPENDENT DIRECTORS

All the Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as to qualify for their appointment as an independent Director under provisions of Section 149 read with schedule IV of the Companies Act, 2013. The Board confirms that the independent directors meet the criteria as laid down under the Companies Act, 2013.

Mar 31, 2023

Your Directors have the pleasure in presenting the 32^nd Annual Report together with Audited Financial Statement of the Company for the Financial Year ended 31^st March 2023.

1. FINANCIAL RESULTS:

The Audited Financial performance of your Company for the year ended March 31, 2023 is summarized below:

Particulars		Standalone
		Current Year 31.03.2023	Previous Year 31.03.2022
	Revenue from operations	1645.38	2680.11
	Other Income	87.43	98.57
	Total Revenue	1732.81	2778.68
	Profit for the year after meeting all expenses (before Depreciation , Interest & Tax)	125.96	413.82
	Less: Interest Depreciation & Amortization	75.87 247.22	99.93 255.65
	Profit before share of Profit from Investment in Associates Companies	-197.12	58.25
	Share of Profit/Loss from Associates companies	-	-
	Provisions - Provision for Taxation - Provision for Current year Deferred Tax Liability	0.46 -58.61	8.76 -7.46

Profit after Tax		-138.96	56.91

	Appropriations - Profit Brought Forward from Previous Year - Other Income-INDAS - Adjustment for Share of Post acquisition accumulated Profits/Reserves - Income Tax for earlier year on profit of Partnership Firm	1456.91 0.00 0.00 0.00	1400.00 0.00 0.00 0.00
Profit Carried to Balance Sheet		1317.95	1456.91

2. COVID-19 PANDEMIC:

In the first quarter of the financial year ended March 31, 2023, the business activities of the Company was affected on different times on account of lockdown instructions issued by the Government for prevention of spread of Covid-19 pandemic. That had impacted the normal business operations of the Company by way of interruption in projects execution, disruption in supply chain and unavailability of manpower.

The Company is regular in following Government Directives regarding health and safety of all employees. At workplace, the focus is on social distancing and hygienic practices, for the safety of the employee. For all office employees, safe working space is made available through regular sanitization, communication campaigns on various precautions in office and while travelling to office.

During the period starting from April 01, 2022 till the date of this report, the Company''s management has made assessment of likely adverse impact on business and financial risks on account of Covid-19, and that the management does not see any medium to long term risks in the Company''s ability to continue as a going concern, meeting its liabilities and compliance with the debt covenants, as applicable.

3. COMPANY PERFORMANCE:

On the financial basis, the turnover for the Financial Year 2022-23 is Rs. 1645.38 Lacs was lower by 38.61% over last year (Rs. 2680.11 Lacs in Financial year 2021-22). However, there is also decrease in the net profitability of the company because the Sale of the company has been decreased as compare to the last year.

4. BUSINESS OPERATIONS:

| As you are already aware, your company introduced a German Technology i.e. EvocreteÂ®ST_ used in various regions in conducting its road construction activities and working with it from the past 11 years which has impact on the goodwill and profitability of the company. Since using this technology, the Company has bagged various infrastructure development projects (for construction of roads & highways) operational in many parts of the country which are based on the same German Technology Evocrete! CCL has brilliantly used its management skills and expanded its reach to different region of the country.

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.

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Furthermore, that the details of the projected in hands are given as under:

S. No.	Name of work & CA No.	Name & address of employer / client	Original Date of Allotment	Tender Value (in Lakhs)
1	Replacement of weak SPT Timber Bridges No.22,3/2 and 4/4 to permanent doi lane bridge on Ampati Murchapani Road under Special Plan Fund (Job N o.PW/WR/20b-206 76)	PV D, Meghlaya/ Road Worl	25.H236	315.00
2	providing and laying of Cementitious Sub Base (250 MM Thick), Cementitions Base and Bituminious Concrete Layer of 30 M Thick including tack coat and work embankment including preparation of subgrade in SMB/HR between Km B00 to Km. 2Q00 on Zawngling-Mahwhere-sapi Road under 71 RCC 24 in Projec Pushpak in Mizoram	BRO, Mizoram/ Road Work	p.rm	55000
3	Construction of Road including metalling and Blacktopping (Infracrete Pavem from Ballonggre to Gambage Connectiong phelga dare Waterfalls	PW D, Meghlaya/ Road Work	28.09.20)6	590.00
4	Improvement including Metalling & Blacktopping of Resu Dekachang Anogre I (8 th-B th KM) (New T echnology) under Special Plan Fund (Job No.PW/WR 206/47)	PW D, Meghlaya/ Road Work	2205.20)7	007.00
5	Improvement Including Metalling and Blacktopping of road From Dapgre to D A Dugre via Wa'' Gegitok Bazar	PWD, Meghlaya/ Road Work	17.01205	507.00
6	Strengthening of weak pavement of Chowkpot Siju Road (ORh Km) Orituib : Budugre to Kakija 5.00 Km to 9.00 Km, L=4.00 Km with New T echnology under Special Plan Fund (Job No.PW/WR/m^KZ)	PWD, Meghlaya/ Road Work	18.05.20)7	633.00
7	Strengthening of weak pavement of Chwkpot Sibbari Road (0 28th Km (Porti from 1100 Km to 2Q00 KmL=QG0 Km) with New T echnology under Special Plan Fund (Job No. PW/WR/205-F238)	PWD, Meghlaya/ Road Work	23.05.20)7	32000
8	Rehabilitation of Chowkpot Sibbari Road (0-28th Km) Portion form Q00 Km to E00 Km, L=B00 Km) (Job No.PW/TB/RD/207/2126)	PWD, Meghlaya/ Road Work	17.012018	508.)0
9	Providing and laying of ready mix BC 30 mm consolidated thick by paver finis compacting, cleaning of road surface, application of tack coat including correct work with WBM 7.5 crn thick with prirne coat for resurfacing u/orks betwe 01000 and 28100 (net CL-g length 25.00 Km) on Tuipang-Laki-Lope-Lungpu road under 71 RCCI24 BRTF/Project Pushpak in Mizoram State. CA No CE (P) PSK{,3 ot 2022-23	BR O, Mizoram/ Road Work	15.07.2022	699.94
10	Providing And Laying of Soil StabilizationWithGEOGRID, GSBC 50 Mm Thick,CTSB200 MmThick,CTB70 MmThick,SamiLayerAndBC 40 Mm ThickIncludingTackCoat Between Km E0.00 ToKm 127.00 On Lawngtlai Diltlang-Parva Road Under 71 RCC/24 BRTF/Project Pushpak in Mizorar	BRO, Mizoram/ Road Work	13.2.2022	7500
11	Providing and Laying of soil stabilization with GEO GRID, GSBC 5MM THICK,CTSB250M M THICK,CTBh0 MMTHICKSAMILAYERANE BC 30 MMTHICKincluding preparationof subgrade between KM 172800 to KM B6.550 KM On Lawngtlai-Diltang-ParvaRoad Under 71 RCC/2^ BRTF/PROJECT PUSHPAK in Mizoram State	BRO, Mizoram/ Road Work	15.05.2(23	3750.07
12	Supply and stacking of Stone Boulder, Stone Metal40 MMand Sand for permanent works at various locations between KM 60.000 AND 80.000 on Lawngtlai-Diltlang-ParvRoad under 71 RCC/24BRTFof ProjectPushpakin M izoram State	BRO, Mizoram/ Road Work	5.05.2023	350.02
13	Constructionincluding M&BT of Intermediatelane of Rongjeng Mangsang Aâdokgre Road from0.00 Km to 3200 Km and 39.00 to 43.00 Km including 90.00 Bridge over Ildek river at 44th Km under NLCPR in Meghalaya	PWD, Meghlaya/ Road Work	260)207	38.08
	Total			13118.23

To march on a higher growth route, Our Company is competing for more new projects in domestic country and further increase turnover from existing & executed Projects. Securing new projects assumes importance in the wake of better profit margins. Our Company as a group offers the vast spectrum of infrastructure services in the areas of Construction of bridges, Construction of roads, and Construction of highways. During the year under review, the Company stepped in contracts with various other organizations like Border Road Organization, National Highways Authority of India, Government of Assam, PWD Department Government of Meghalaya and for executing its ongoing projects which would surely enhance the growth, goodwill and public reputation of your company and would prove out to be more profitable in the coming months.

5. MATERIAL CHANGES IN BUSINESS OPERATIONS:

There are no material changes occurred between the financial year ended on 31^st March, 2023 and date of the report of the Company which affects the financial position of the Company.

6. CHANGE IN THE NATURE OF BUSINESS:

There was no change in the nature of the business of the Company during the year ended on 31^st March, 2023.

7. TRANSFER TO RESERVE

During the year under review, no amount has been transferred to General Reserve.

8. DIVIDEND

No dividend is recommended for the financial year 2022-23.

9. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no amount will be transferred to Investor Education and Protection Fund.

10. TRANSFER OF UNCLAIMED SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, no shares will be transferred to Investor Education and Protection Fund.

11. CAPITAL STRUCTURE

The Authorized share capital of the company stands is Rs 33,00,00,000/- (Rupees Thirty Three Crore only) divided into 3,30,00,000 (Three Crore Thirty Lacs) Equity Shares of Rs 10/- each.

During the Financial year, the Issued, Subscribed and Paid up Share Capital of the Company is Rs. 19,19,26,000/-(Rupees Nineteen Crore Nineteen Lacs Twenty Six Thousand only) divided into 1,91,92,600 (One Crore Ninety One Lac Ninety Two Thousand and Six Hundred only) Equity Shares of Rs 10/- each, fully paid-up. During the financial year 2022-23, our Company has neither issued equity shares with differential rights as to dividends, voting or otherwise nor has issued Sweat Equity shares. Our Company does not have any Employee Stock Option Scheme or Employee Stock Purchase Scheme.

12. NUMBER OF MEETING OF BOARD OF DIRECTORS

Pursuant to Companies Act, 2013 and the Rules framed there under, 08 (Eight) Board Meetings were held in the financial year 2022-23. The details of the meeting are disclosed in the Corporate Governance Report forming part of this Annual Report.

13. COMPOSITION OF COMMITTEES AUDIT COMMITTEE

The Audit Committee comprises directors namely Ms. Sonam Sharma (Chairperson), Mr. Arvind Sharma and Mr. Akash Gupta as other members.

NOMINATION AND REMUNERATION COMMITTEE

The Board of Directors constituted a Nomination and Remuneration Committee comprising three NonExecutive Independent Directors namely Mr. Arvind Sharma (Chairman), Ms. Sonam Sharma and Mr. Sandeep Kumar Garg as other members. The function of the Nomination and Remuneration Committee include recommendation of appointment of Whole time Directors/ Managing Director/ Joint Managing Director and recommendation to the Board of their remuneration.

A Nomination and remuneration committee has been constituted under section 178 of the Companies Act, 2013 for formulisation of 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 SMP.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The committee oversees performance of the Registrar and Transfer Agent of the Company and recommends measures for overall improvement in the quality of investor services.

14. 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. However, there are no Loans, Guarantees and Investments are covered under the preview of section 186 of the Companies Act, 2013.

15. DEPOSITS

Your Company has neither accepted nor renewed any deposits from the public within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 and as such no principal or interest was outstanding as on the date of the Balance sheet. However, the company has not taken any loans from Directors.

16. ADEQUACY OF INTERNAL CONTROL SYSTEM

17. RISK MANAGEMENT POLICY

The Company has in place the Risk Management Policy to identify and assess the key risk areas and monitor the same.

The Board periodically reviews the risks and suggests steps to be taken to control the risks.

18. INSURANCE

The Company''s properties including building, plant and machinery, stocks, stores, etc., have been adequately insured against major risks like fire, earthquake, terrorism and burglary etc.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Conservation of Energy & Technology Absorption:

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo:	(Rs. In Cr.)
	2022-23	2021-22
a) Foreign Exchange earnings	0.00	0.00
b) Foreign Exchange outgo	1.30	0.90

20. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATES

Sl. No.	Name of Firm			% of holding
1.		KPM-CCL- JV			50.00%

The partnership firm has engaged in the construction of Roads and Highways in the state in Uttarakhand.

21. CORPORA TE SOCIAL RESPONSIBILITY (CSR)

The CSR provisions were not applicable on the company during the year under review.

22. DIRECTORS & KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Akash Gupta, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible, have offered she for reappointment.

There are 5 Directors in the existing Board and all the directors have expertise in their respective fields.

23. KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, the Company has following Key Managerial Personnel as per the definition of Section 2(51) read with Section 203 of the Companies Act 2013.

S. No	Name	Designation(s)
1	Mr. Akash Gupta	ManagingDirectorcum Chairperson
2.	Mr. Rama Gupta	Director
3.	Mr. Pradeep Kumar	Company Secretary and Compliance offi cer
4.	Mr. Deepak Kumar*	Chief F inancial Officer

* Mr. Deepak Kumar has been resigned from the post of Chief Financial Officer of the Company with effect from 19.05.2023.

24. DECLARA TION B Y INDEPENDENT DIRECTORS

25. SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Schedule IV of the Companies Act, 2013 a separate meeting of the independent director of the Company was held on 30th May, 2022 to discuss the agenda items as prescribed under the applicable laws. The meeting was attended by all the Independent Directors of the Company.

26. 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.

27. 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 its future operations of the company.

28. VIGIL MECHANISM POLICY

During the Financial Year 2022-23, there were no complaints received under the mechanism.

29. RISK MANAGEMENT

Details of development and implementation of Risk Management policy is mentioned in Corporate Governance Report.

30. 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. The said is available on website of the Company http:/www.evocreteindia.com. Other details are given in Corporate Governance Report

31. PERFORMANCE EVALUATION

The reports on performance evaluation of the Individual Directors were reviewed by the Chairman of the Board.

The framework includes the evaluation of directors on various parameters such as:

â¢ Board dynamics and relationships

â¢ Information flows

â¢ Decision-making

â¢ Relationship with stakeholders

â¢ Company performance and strategy

â¢ Tracking Board and committees'' effectiveness

â¢ Peer evaluation

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 at the http://www.evocreteindia.com/PDF/Code-and-Policies/12.%20Familiarzation%20Programe.pdf

32. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

33. REPORTING OF FRA UDS

34. HUMAN RESOURCES

35. POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT

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.

36. RELATED PARTY TRANSACTIONS

Related Party Transaction that were entered into during the financial year was on arm''s length basis and was in the ordinary course of business which do not fall under the ambit of Section 188 of the Act,.

| As per the requirement under the Securities and Exchange Board of India (Listing Obligations and_Disclosure

Requirements) Regulations, 2015 ("SEBI Regulations"), approval of the Audit Committee was received for all the Related Party Transactions. As per the Regulation 23(8) of the SEBI Regulations, the Company has sought approval of shareholders for passing necessary resolutions in accordance with the policy of your company Materiality of Related Party Transactions. This policy is available on the website of the Company.

37. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES

38. ANNUAL RETURN

39. AUDITORS AND AUDITORS'' REPORT

conducted the Statutory Audit for the FY- 2022-23. The Independent Auditors'' Report(s) to the Members of the Company in respect of the Standalone Financial Statements for the Financial Year ended March 31, 2023 form part of this Annual Report and do not contain any qualification(s) or adverse observations.

Further during the year under review, the Auditors had not reported any matter under Section 143(12) of the Act, therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

40. COSTAUDITORS

41. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed Ms. Richa Gulati, Practicing Company Secretary to conduct the Secretarial Audit of your Company for the financial year 202324. The Secretarial Audit Report is annexed herewith as Annexure-E to this Report received from M/s Akanksha Aggarwal, Practicing Company Secretary. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

42. INTERNAL AUDITORS

The Board of Directors based on the recommendation of the Audit Committee have re-appointed M/s. Vidya & Co., Chartered Accountants, Delhi, as the Internal Auditors of your Company and their reports are reviewed by the Audit Committee from time to time.

43. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has complied with the secretarial standards issued by the institute of Company Secretaries of India.

44. LISTING WITH STOCK EXCHANGE

The equity shares continue to be listed on the BSE Ltd (Bombay Stock Exchange). The Stock Exchange has nationwide terminals and therefore, shareholders/investors are not facing any difficulty in trading the shares of the Company from any part of the Country. The Company has paid annual listing fees for the financial year 2022-23 to the BSE Ltd and annual custody fees to National Securities Depository Limited and Central Depository Services (India) Limited.

45. CORPORATE GOVERNANCE

46. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

47. DETAILS OF NODAL OFFICER

48. DIRECTORS'' RESPONSIBILITY STA TEMENT

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 have been followed along with proper explanation relating to material departures;

b) the Directors 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 and fair view of the state of affairs of the company at the end of the financial year and of the loss of the company for that period;

c) the Directors have 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 have prepared the annual accounts on a going concern basis;

e) the Directors, have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

49. GENERAL DISCLOSURES

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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) Issue of Shares with Differential Rights

The Company has not issued any Shares with differential rights during the year under review.

e) Issue of Shares under Employee Stock Option Scheme

No such issue of shares under employee stock option scheme was made.

f) Issue of Shares through Private Placement

Nil

g) Issue of Equity Shares without Differential Voting Rights

Nil

Further, the Company is compliant of the Secretarial Standards issued by the ICSI from time to time.

50. 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.

By Order of the Board of Director

Place : New Delhi Dated : 30.08.2023

Sd/-

(Akash Gupta) Chairman and Managing Director [DIN 0194081]

Mar 31, 2016

To,

The Members,

CCL INTERNATIONAL LIMITED

The Directors have the pleasure in presenting the 25th Annual Report together with Audited Financial Statement of the Company for the Financial Year ended 31st March 2016.

1. Financial Results:

The financial performance of your Company for the year ended March 31,2016 is summarized below:

(Rs. In Lacs)

Particular	Current Year	Previous Year
	31.03.2016	31.03.2015
Sales & Other Income	7900.23	9492.45
Profit Before Depreciation, Interest & Tax	386.38	390.99
Less:
Interest	134.31	112.09
Depreciation & Amortization	126.65	127.89
Profit/(Loss)Before Tax	125.42	151.01
Provisions
- Provision for Taxation	29.15	30.21
- Provision for Current y ear Deferred Tax Liability	10.94	18.11
Profit/(Loss) after Tax	85.33	102.69
Appropriations
- Profit Brought Forward from Previous Year	497.69	403.76
- Excess Depreciation Charges adjusted in Reserve &	0.00	47.00
Surplus^ Prior period Adjustment
- Proposed Dividend	47.98	(47.98)
- Corporate Dividend Tax (CDT)	7.78	(7.78)
Profit/Loss Carried to Balance Sheet	638.78	497.69

2. Company Performance:

During the year under review, the Company''s operating performance was maintained at same level as that of previous financial year. The Net Sales reflects a marginal decline on account as the company is being focusing only on Infrastructure Division. The turnover of the company in the year is Rs. 7900.23 Lacs as compared to Rs. 9492.45 Lacs in the previous year. The profit before tax is Rs. 125.42 Lacs (including exceptional item) as compared to Rs. 151.01 Lacs for the previous year.

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 company has in the year under the review picked up road related orders. Despite the current uncertainties and challenges arise in the market conditions; the company has successfully demonstrated strong value addition in the infrastructure sector. In the year the company has not only accomplished the ongoing projects in time being manner but also proficient to acquire various new and innovative projects in the field of Infrastructure Segment. The capital expenditure was principally on account of ongoing expansion projects in the infrastructure development industry in the state of Meghalaya, Assam, Mizoram & Nagaland, etc. The company feels proud in knowing that our continuing efforts are being cherished and acknowledged all over the nation.

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.

During the year, the Company stepped in various other organizations like Border Road Organization and National Highways Authority of India which is expected to be more profilitabilty in infrastructure division in the coming months. With the commissioning of this endeavor the Company is being able to introduce German Technology in various regions which affect the goodwill and profitability of the company.

The Directors and the management placed on record the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. Other factors which contributed for smooth performance of companies operational activities can be noted to be better price realization, richer product mix, effective & efficient work efforts.

At present, the company has focused on expanding its horizons into following divisions:

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.

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.

2. CRETEROADS CONSTRUCTION

The Infrastructure Development Division of the company is called by the name âCRETEROADS CONSTRUCTIONâ. This division focuses on the construction/re-construction and designing/re-designing of new as well as existing roads, bridges. For the purposes of such constructions company uses highly distinguished German Technology called âEVOCRETE! CCLâ.

The construction division holds a unique strength in Infrastructure field and famously known by German Technology. Our collaborations with Evocrete Industries GMBH, Germany for design and creation of every Soil roads be it rocky or clayey mountains make its well-known engineered-company. We have achieved trust of every client helping us with order book of more than Rs. 500 million.

âEvoCreteâ 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.

The company began working with the German Technology in the year 2012-2013. Using this technology last year and since then the Company has bagged various infrastructure development projects operational in many parts of the country which are based on the same German Technology. Evocrete! CCL has brilliantly used its management skills and expanded its reach to other field i.ereal estate and infrastructure development activities.

The company has expanded its horizons to undertake various other areas i.e low-costing projects at affordable rates, real estate & other infrastructure activities. The company has experienced working in most difficult/risky parts of North-East to gain achievement.

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 bridges, civil engineering structures, soil, highway pavements, water containment structures, sewers, roofing, and housing in India.

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 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.

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.

During the year, the order book of the company are as under: Project under Ongoing Stage:

S. No.	Projects	State	Value (In. Cr.)
1	*Roads Projects*	Meghalaya
-	AmpatiPurakhasia Road 28.00 Km.		36.72 Cr.
-	Improvement including widening to double lane on songsak -Mendipathar Road (12th -26th)=15.00 KM		15.00 Cr.
-	Construction of Road from Betasing to Mellim (15.360 KM)		21.15 Cr.
-	Strengthening & Improvement of riding quality on Songsak-Mendipather(40 Km ) Up gradation Major District Road at Portion from 0.00 to 11th Km & 36th to 39.626 Km (New Technology;		20.28 Cr.
2.	*Bridge Projects*		10.96 Cr.

The Company has received Letters of Award (LoAs) for the following Projects in India for the year 2015-16:

S.No.	Projects		State	Value
1.	Sarupathar Bokajanghat road	Naojan	Assam	19.19 Cr.
2.	Hisar Sulemanki road	(NH-10)	Haryana	3.65 Cr.

4. Material Changes in Business Operations

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. Hence, the business of trading of concrete pipes has been closed.

During the year, after being approved by shareholders, the company has consolidated every 5 (Five) existing equity shares of nominal face value of Rs. 21- (Rupees Two Only) each fully paid up into 1 (One) equity share of nominal face value of Rs. 10/- (Rupees Ten Only) each fully paid-up.

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, 17 Board Meetings were held in the financial year 2015-16. The details of the meeting are disclosed in the Corporate Governance Report forming part of this Annual Report.

7. Audit Committee

The Audit Committee of the Board of Directors of the Company is duly constituted in accordance with the provisions of Sections 177 (8) of the Companies Act, 2013, read with Rule 6 and 7 of the Companies (Meetings of the Board and its Powers) Rules, 2013 and Regulation 18 of SEBI (LODR) Regulations, 2015. 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:

During thefinancialyear2015-16,yourCompany had not accepted any deposits within the meaning of the provisions of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

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.

11. The details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Conservation of Energy & Technology Absorption:

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo:	(Rs. In cr.)
	2015-16	2014-15
a) Foreign Exchange earnings	0.00	0.00
b) Foreign Exchange outgo	1.81	2.21

12. Details of Subsidiary I Joint Ventures I Associates

The company has not any subsidiary companies or joint venture or associates as on date.

13. Corporate Social Responsibility (CSR)

The CSR provisions were not applicable on the company during the year under review.

14. Directors & Key Managerial Personnel

In compliance with the provisions of the Companies Act, 2013, Mr. Akash Gupta (DIN 01940481) have been appointed as Managing Director & Chief Executive Officer on the Board of your Company for a period of five years with effect from 30.09.2015 to 29.09.2020.

Mr. Mukesh Kumar Sharma (DIN 03468219) have been appointed as Professional Director on the Board of Directors of your Company to hold office up to three (3) consecutive years up to March 31,2018.

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.

15. 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 2015-16 as per the provisions of subsection 7 of section 149 of the said Act. No independent director has been reappointed by the Company.

16. 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.

17. 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

18. Vigil Mechanism Policy

A detail of Vigil Mechanism Policy is mentioned in Corporate Governance Report.

19. Risk Management

Details of development and implementation of Risk Management policy is mentioned in Corporate Governance Report.

20. Remuneration Policy

The detail has been mentioned in Corporate Governance Report forming Part of the Annual Report.

21. Annual Evaluation- Board and its Committees

In terms of the provisions of the Companies Act, 2013 read with Rules issued there under and the SEBI (LODR) Regulations, 2015, the Board of Directors has carried out the annual performance evaluation of the entire Board, Committees and all the Directors based on the criteria laid down by the Nomination and Remuneration Committee. The criteria for evaluation of the Board performance has been mentioned in the Corporate Governance Report.

122. Policy against Sexual and Workplace harassment

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.

23. Related Party Transactions

Your Company has formulated a policy on related party transactions which is also available on Company''s website. This policy deals with the review and approval of related party transactions.

All related party transactions entered during the Financial Year were in ordinary course of the business and on arm''s length basis. No material related party transactions were entered during the Financial Year by your Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC2 is not applicable to your Company.

124. Managerial Remuneration and Particulars of Employees

During the year under report, none of the employees was in receipt of remuneration in excess of the limits prescribed under section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including any amendment thereto.

25. Extract of the Annual Return

The details forming part of the extract of the Annual Return in Form MGT- 9 in accordance with Section 92(3) of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014, are set out herewith as Annexure-ll to this Report.

26. Auditors and Auditors'' Report

Pursuant to the provisions of Section 139 of the Act and the rules framed there under, M/s. KPMC & Associates, Chartered Accountants, (Firm Registration No. 005359C), who were appointed as statutory auditors of the Company to hold office from the conclusion of this Annual General Meeting (AGM) till the conclusion of 28th Annual General Meeting of the Company to be held in the financial year ending 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.

27. Cost Auditors

The Board of Directors had appointed M/s. Neeraj Sharma & Co, Cost Accountants, as the Cost Auditors of your Company for the financial year2016-17, to conduct the audit of cost records

of your Company for its Work Contract segment. As per Section 148 and other applicable provisions of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, the Board of Directors of your Company appointed M/s. Neeraj Sharma & Co., Cost Accountants, (Firm Registration No. 100466) as the Cost Auditor for the financial year 2016-17 on the recommendations made by the Audit Committee. The remuneration proposed to be paid to the Cost Auditor, subject to the ratification by the members at the ensuing AGM, would be not exceeding Rs. 20,000/- P.A (Rupees Twenty Thousand only) exclusive of applicable service tax and out of pocket expenses.

Your Company has received consent from M/s. Neeraj Sharma & Co., Cost Accountants, to act as the Cost Auditors of your Company for the financial year 2016-17 along with a certificate confirming their independence. As required under the Companies Act, 2013, a resolution seeking members'' approval for the ratification of the remuneration payable to the Cost Auditors forms part of the Notice convening the Annual General Meeting for their ratification.

There are no qualification(s), reservation(s) or adverse remark(s) in the Cost Audit Report for the financial year ended March 31,2016.

28. Secretarial Auditors

29. Internal Auditors

M/s.Vidya & Co., Chartered Accountants, are Internal Auditors of the Company and their reports are reviewed by the Audit Committee from time to time.

30. 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 2016-2017 to BSE Ltd. where the Company''s shares are listed.

31. Corporate Governance

32. Management Discussion and Analysis Report

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.

33. 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.

34. 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.

By Order of the Board of Director

Sd /-

(Akash Gupta)

Place: Delhi Chairman

Dated: 31.08.2016 DIN 01940481

Mar 31, 2015

The 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

1. FINANCIAL RESULTS:

The working results of the company for the year under review are summarized as below

(Rs. In Lacs)

Particular Current Previous Year Year 31.03.2015 31.03.2014

Sales & Other Income 9492.45 8019.52

Profit Before Depreciation , Interest & Tax 390.99 310.70

Less:

Interest 112.09 58.09

Depreciation & Amortization 127.89 113.43

Profit/(Loss)Before Tax 151.01 139.18

Provisions

- Provision for Taxation 30.21 28.12

- Provision for Current year Deferred Tax Liability 18.11 11.90

Profit/(Loss) after Tax 102.69 99.15

Appropriations

- Profit Brought Forward from Previous Year 403.76 360.37

- Excess Depreciation Charges adjusted in 47.00 0.00 Reserve & Surplus & Prior period Adjustment

- Proposed Dividend (47.98) (47.98)

- Corporate Dividend Tax (CDT) (7.78) (7.78)

Profit/(Loss) Carried to Balance Sheet 497.69 403.76

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.

DIVISIONS OF BUSINESS

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.

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.

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:

- 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 that 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.

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/re- designing 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 by- products, 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.

A Conservation of Energy:

(i) The steps taken or impact on conservation of energy Nil

(ii) The steps taken by the company for utilizing alternate sources of energy

Nil

(iii) The capital investment on energy conservation equipments Nil

B Technology Absorption:

(i) The efforts made towards technology absorption N/A

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution

N/A

(iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

a. The details of technology imported

b. The year of import

c. Whether the technology been fully absorbed

d. If not fully absorbed, areas where absorption has not taken place, and the reasons thereof

N/A

(iv) The expenditure incurred on Research and Development N/A

13.Details of Subsidiary/Joint Ventures/Associates

The company has not any subsidiary companies or joint venture. The details of associates companies are depicted as under:

S Name & Address of CIN/GLN Holding/ % of Applicable No the Subsidiary/ Shares Section Company Associate held

1 Sybly Industries Limited L17111UP1988 PLC009594 Associate 21.49% 2(6)

2 Shree Bankey Behari U26922DL2008 PTC179842 Associate 50% 2(6) RCC Products Pvt. Limited

3 Dimension Consulting U74120MH2012 PTC227208 Associate 30% 2(6) Private Limited

Also, there was no company which have become 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 Directors)

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 sub- section 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 policies to 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 Rs. 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 improving efficiency, transparency, 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.

1. 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

Place : Delhi

Dated : 02.09.2015 (RAMA GUPTA)

Managing Director

Mar 31, 2014

Dear members,

The Directors have the pleasure in presenting the 23rd Annual Report together with Audited Statement of Accounts of the Company for the financial year ended 31st March 2014.

Financial Results:

The working results of the company for the year under review are summarized as below:

Particular Current Year Previous Year 31.03.2014 31.03.2013

Sales & Other Income 8019.52 7889.38

Profit Before Depreciation, Interest & Tax 310.70 378.45

Less: Interest 58.09 66.64 Depreciation & Amortization 113.43 82.05

Profit/(Loss)Before Tax 139.18 229.76

Provisions

* Provision for Taxation 28.12 52.85 * Provision for Deferred Tax Liability 11.90 2.05 * Previous year Tax Adjustment 0.00 0.00

Profit/(Loss) after Tax 99.15 174.86

Appropriations

* Profit Brought Forward from Previous Year 360.37 241.28 * Proposed Dividend (47.98) (47.98) * Corporate Dividend Tax (CDT) (7.78) (7.78)

Profit/Loss Carried to Balance Sheet 403.76 360.37

Review of Operations:

The year under review, there has been a slight decrease in the profitability. The Profit after Tax is decreased by 43.29% to Rs. 99.15 Lacs as compared to 174.86 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. 8019.52 Lacs showing an increase of 1.65% as compared to the previous year Rs. 7889.39 Lacs. Out of the disposable surplus of 360.37 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 2014.

Your directors are exploring the possibilities for diversification and expansion of the business activities of the Company and are taking necessary steps accordingly.

Business Operations:

The previous year''s Annual Report emphasized on diversified business operations, which were majorly placed in the infrastructure sector and the other being placed in the Trading of Steels, Non-Ferrous Metals, Fabrics, Cements and Manufacturing of Insulators. The Directors are pleased to inform you that the Company was able to balance all its operation activities positively during the year ended 31st March, 2014 due to better price realization, richer product mix and effective & efficient work efforts.

During the year under review, the Company''s operating and financial performance scaled new heights. 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.

We want to point out that during the current assessment year the revenue generation was from the Infrastructure Sector and the Trading Sector also that the revenue generation from trading sector was comparatively higher than the infrastructure sector. It was also seen that trading sector saw an upwards moving graph as its growth was clearly seen in the last year.

Now if we see the Infrastructure Sector we learn that we were able to get many projects this year including the one in Ghaziabad and also were able reach the International Infrastructure Development Sector under the "SAARC Countries". 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.

At present, the company is focused on expanding its horizons into following divisions:

CHIRAWA COMMODITIES

* Cotton Fabrics * Rice & Soya * Whole Spices

CORE CONCRETE PRODUCTS

* Hume Pipes * Poles * Cables Pipes

CRETE ROADS CONSTRUCTION

* Concrete Roads * Asphalt Roads * Access Roads

1. CHIRAWA COMMODITIES

India is second largest producer of wheat in the world, averaging an annual production of 65,856 TMT. On average, India consumes 65,283 TMT of wheat, ranking them as the second largest consumer of wheat in the world. India does not produce enough wheat to be self-sufficient. So, to make up the difference, India imports. On average, India imports 990 TMT of wheat, and, for various reasons, exports an average of 767 TMT of wheat. The ending stocks in India average 9,900 TMT, giving India the third largest ending stocks in the world.

The company is consistently working in the field of trading of agricultural produce such as Rice, Wheat, various Spices, Cotton, Fabrics, etc. 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.

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 Manufacturers and 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:

* 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 that 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 PE. of thickness that ranges from 1,5mm to 3mm.

3. CRETEROAD CONSTRUCTION

Creteroad Construction is the infrastructure development division of the company mainly focused on using German Technology called "EVOCRETE" for the designing and construction of existing and new roads.

EvoCrete is a unique formulation or miracle product for soil modification. It is used for complete solidification of any soil type which has zero or negligible aggregates. Under this process an additive to be mixed in soil by mechanized recycler/ soil stabilizer. Even a Ready Mix Cement plant tested & tried on more than 5.0 Mn. Sq. Mtrs world over is being used as per road or pavement design leading to best in class ready to use traffic roads. In simpler language this technology promotes soil stabilization technique which binds the soil with appropriate quantity of cement and water resulting in formation 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.

EvoCrete - AREAS OF USES

* Road and Motorway construction * Cycle paths, Forest paths and agricultural roads * Railway tracks * Landfill Sites * River Embankment Stabilization * Tunnel and sewage system construction * Parking, Container and Storage Points * Dam reinforcements * Harbour Premises and Wharfages * Replacement of Depth Foundations * Rural or Village Roads * Slope Reinforcements, Grouting * Biogas Plants * Logistics Centres * General Foundations * Access routes for the Oil, Gas, Steel and Wood industries

The company started using this technology last 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 includes construction of public infrastructure development as well and in the present time it has become a major contributor of the Company''s revenues. The public infrastructure development projects include construction of new Roads and Highways as well as repairs and maintenance of other public works such as toll highways, tunnels, bridges and transit systems, in India. 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 by-products, sealants, adhesives.

The Company is not only restricted to construction activities but also focuses on new works and repair and maintenance of the following: bridges, high-rise buildings, dams, civil engineering structures, soil, highway pavements, tunnels, water containment structures, sewers, roofing, and housing.

We also want to share with our shareholders that the company is under the process of taking up projects outside of India and is in the agreement making phase with the other SAARC Countries. We consider this a new achievement of the company and hope to finalize the necessary requirements soon and start up these projects.

Credit Rating:

Your Directors have pleasure to inform that ICRA Limited has reaffirmed [ICRA] A4 rating of your Company for long term exposure (non fund based) for a total amount of 8.50 crore. ICRA has also reaffirmed [ICRA] BB rating for Short Term (Fund Based Limit) for Rs. 5 crore. ICRA had carried out a credit rating assessment of the Company both for short term and long term exposures in compliance with BASEL II norms implemented by Reserve Bank of India for all banking facilities

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.

Financial Performance:

Operational Results, 2013-14 versus 2012-13: (Rs. in Lacs)

Particulars 2013-14 2012-13

Total Income 8019.52 7889.38 Interest & Financial Charges 65.62 113.89 Expenses 7701.29 7463.67 Depreciation & Amortization 113.44 82.05 Total Expenditure 7880.35 7659.61 Profit before Tax(PBT) 139.18 229.77 Provision for Tax 40.02 54.91 Profit after tax (PAT) 99.15 174.86 Paid up Equity Capital 1919.26 1919.26 Reserves & Surplus 1674.81 1631.42 Earning per Share 0.10 0.18

Dividend:

Your Directors are pleased to recommend a Dividend of Rs. 0.05 per equity share (2.5%) for the FY''14 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. 21- as recommended by the Board, if declared at the forthcoming Annual General Meeting, will be paid to those members on or before Wednesday, 29th October, 2014 to those Members:

(a) Whose names appear as Beneficial Owners at the end of the business hours on, the 20th September, 2014 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 20th September, 2014.

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.

Statutory Statements

A) Conservation of Energy. Technology Absorption: N/A

Particulars under Companies (Disclosures of Particulars in the Board of Director) Rules, 1988, on conservation of energy, technology absorption are not applicable to the company.

B) Particulars of Employees:

Relations with the employees continued to be cordial throughout the year. Your directors wish to place on record their deep appreciation of the dedicated and efficient services rendered by the staff and workforce of the Company.

Your Company has no employee drawing remuneration as prescribed under section 217 (2A) of the Companies Act, 1956 during the year under review.

C) Foreign Exchange Earnings and Outgo:

There were no foreign exchange earnings during the year (Previous year'' Nil); the foreign exchange used by the Company during the year was Rs.2,02,29,000 (Previous year Nil) towards payment of Import of Material from Germany & payment of Commission thereon.

Compliance with Accounting Standards:

The company prepares its accounts and other Financial Statements in accordance with the relevant Accounting Principles and also complies with the Accounting Standards issued by the Institute of Chartered Accountants of India.

Corporate Governance:

Your Company''s Corporate Governance philosophy esteems from the belief that corporate governance is a key element in improving efficiency, transparency, accountability and growth as well as enhancing investor''s confidence.

Your Company has infused the philosophy of Corporate Governance in all its activities so as to conduct its affairs to ensure fairness to all stakeholders. It is the firm belief that the Corporate Governance further attainment of transparency, accountability, sincerity and law abiding status in all facets of the operations of the Company and its interactions with members, employees, lending institutions and the government authorities. Therefore, it is also a process of building positive relationship and making a wider impact with greater commitment and trust, on all with whom the Company has relationship. Your Company continuously endeavors to improve upon integrity, professionalism and accountability and adopt innovative approaches for the leveraging resources, converting opportunities into achievements through proper empowerment and motivation, fostering a healthy growth and development of human resource to take the Company forward. As required:-

A Report on Corporate Governance and the Management Discussion and Analysis Report, as required under Clause 49 of the Listing Agreement, forms part of the Annual Report.

Depository System:

As the members are aware, your company''s shares are tradable compulsorily in electronic form. Accordingly, your company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Members may avail the facility of dematerialization of company''s shares on either of the Depositories as aforesaid.

Listing

The Equity Shares of our Company listed at Bombay Stock Exchange, Delhi Stock Exchange. The company has paid the Listing Fees to the said Exchanges upto the year 2013-2014.

Fixed Deposits:

Your Company has not accepted any deposits from public. There are no unclaimed or unpaid deposits as on 31st March, 2014.

Directors

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.

As per the provisions of Section 149 of the Act, an Independent Director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation. In compliance with the provisions of Section 149 read with Schedule IV of the Act, the appointment of Mr. Arvind Sharma, Hari Om Agarwal and Mool Chand Garg as Independent Directors is being placed before the Members in General Meeting for their approval. In the opinion of the Board, they fulfill the conditions specified in the Act and the Rules made there under for appointment as Independent Directors and are independent of the management. Members are requested to refer to the Notice of the Annual General Meeting and the Explanatory Statement for details of the qualifications and experience of the Directors and the period of their appointment. The Board recommends the passing of the Resolutions at Item Nos. 5 to 7 of the Annual General Meeting Notice.

In accordance with the Articles of Association of the Company Mr. Anil Kumar retire is eligible for re-appointment.

Directos'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have 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.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Director have prepared the accounts for the Financial year ended 31st March, 2014 on Â going concern'' basis.

Auditors:

The auditors, M/s. Vidya & Co., Chartered Accountant, will retire at the ensuing AGM. The appointment of the auditors of KPMC & Associates is proposed to the members in the notice of Current AGM vide item No. 4 for a period of Five years commencing from current AGM till the conclusion of 28th AGM subject to the ratification by members every year. You are requested to consider their appointment.

Accounts and Auditors'' Report:

The notes to accounts appearing in the schedule and referred to in the Auditors'' Report are self explanatory and therefore do not call for any further explanation under Section 217(3) of the Companies Act 1956. J

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

Place: Delhi Dated: 06.09.2014 (RAMA GUPTA) Chairman

Mar 31, 2013

To, The Members of CCL INTERNATIONAL LIMITED

The Directors have pleasure in presenting the 22nd Annual Report together with Audited Statement of Accounts of the Company for the financial year ended 31 st March 2013.

Financial Results:

The working results of the company for the year under review are summarized as below:

(Rs.in Lacs)

Previou 2012

Sales & Other Income 7296.74

Profit Before Depreciation 119.06

Interest & Tax

Interest 11.65

Depreciation & Amortization 10.40

Provisions

- Provision for Taxation 21.99

- Provision for Deferred Tax (0.83)

Liability

- Previous year Tax 16.08

Adjustment

Appropriations

- Profit Brought Forward 194.28 from Previous Year

- Transfer from 10.84 Amalgamating Company

- Transfer to General 0.00 Reserve

- Proposed Dividend (47.98)

- Corporate Dividend Tax (7.78)

Review of Operations:

The year under review has record a remarkable increase in the profitability. The Profit after Tax is Rs. 174.86 Lacs is higher by 90.21% as compared to Rs. 91.93 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. 7889.38 Lacs showing an increase of 8.12% as compared to the previous year Rs. 7296.74 Lacs. Out of the disposable surplus of 241.28 Lacs, a sum of Rs. 47.98 Lacs has been kept for dividend and Rs. 7.78 for Corporate Dividend Tax at the end oftheyear2013.

Your directors are exploring the possibilities for diversification and expansion of the business activities of the Company and are taking necessary steps accordingly.

Business Operations:

For this year, CCL International Limited operating in diversified segments majorly in Infrastructure segment and others being: Trading of Steel, Non- Ferrous Metals, Fabrics, Cements, and Manufacturing of Insulators. As a result of which, a substantial portion of company''s revenues are derived from large Infrastructure Projects, these projects provide opportunities for large revenue and profit contributions as depicted below.

At present, the company is focused on expanding its horizons into following divisions:

CHIRAWA COMMODITIES

- Cotton Fabrics

- Rice & Soya

- Whole Spices

CORECONCRETE PRODUCTS

- Hume Pipes

- Poles

- Cables Pipes

CRETEROADS CONSTRUCTION

- Concrete Roads

- Asphalt Roads

- Access Roads

CHIRAWA COMMODITIES

India the world''s second-largest wheat producer may resume exports after a gap of three months as a slump in the nation''s currency to a record lower costs for importers from south Asia to the middle Asia.

India, one of the world''s biggest wheat producers, has for long focused on ensuring its 1.2 billion people have enough to eat and encouraged its farmer to grow robust wheat that is perfect for the flat breads so familiar in Indian Cooking. The company is already into the business of trading of cotton, fabric etc. These days, company is expanding its horizon by initiating export business by exporting Rice, Wheat, Whole and Spices to different countries etc.

CORECONCRETE PRODUCTS

The company is also exploring its business into core concrete products by manufacturing & supplying concrete pipes in all over India. We are one of the well known Manufacturer and Supplier of a huge array of Industrial RCC Pipes, used in diverse purposes such as, under railway tracks, roads, culverts, sewerage & national highways. '' The RCC Hume Pipes manufactured by us have diameter ranging from 150mm to 2400mm and are available in class specifications of NP2, NP3, NP4, as per IS458:2003 specifications. These pipes have certain features like they are found in varieties like: *RCC Jacking Pipes.

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 that are mentioned below: * Trench less laying of Water Lines * Sewerage Lines 4.RCC Polyethylene Lined Pipes The RCC Polyethylene Pipes offered by us comes in diameters ranging from 600mm to 1800mm and has a difference of 200mm.

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.

> CRETEROADS CONSTRUCTION

The Company at present is more concerned on expanding its horizons in real estate and infrastructure activities. Besides development, of low cost housing at affordable rates, the Company is also involved in providing techno-commercial consultancy to infrastructure projects. For Construction of Building, the Company uses: cement, concrete reinforcement, bricks and mortars, additives, corrosion technology, ceramics, timber, steel, polymers, glass fibres, recycled materials and by-products, sealants, adhesives. The Company not only restricted to construction activities but also focused on new works and repair and maintenance of the following: bridges, high-rise buildings, dams, civil engineering structures, soil, highway pavements, tunnels, water containment structures, sewers, roofing, and housing. The Infrastructure segment includes aspects of the construction public infrastructure, including Roads and Highways, as well as expects toll highways, tunnels, bridges and transit systems, in India. This segment includes the mining, the construction and installation of utility distribution systems for water and sewer mains, Construction of Pavement traffic signals and highway lighting.

Apart from above, the company has joined hands in exploring German Technology for designing & construction of Existing & New Roads through German Technology called "EVOCRETE".

This technology promotes soil stabilization technique which binds the soil with appropriate quantity of cement and water resulting in formation of solid concrete slab.

During the year, apart from carrying its Current year projects, the company has received following tenders as floated by states of Meghalaya

During the year, company has acquired 8*75,07,358 equity shares of Rs. 1/- each being

21.49 % of the total paid up capital of M/s. Sybly Industries Limited and has made all the related disclosures under Regulation 29(2) of SEBI (Substantial Acquisition of Shares & Takeover) Regulation,2011 with the Stock Exchange & Disclosure under Regulation 13(3) of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 to the Target Company.

Apart from above, the company has increased its BG/LC/CC limit from Rs. 8.50 Crores to Rs.

13.50 Crores and approach to

ICRAfor rating the above mentioned instrument. After making various analyses, the rating agency has assigned the following actions.

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.

Financial Performance:

Operational Results, 2013-12 versus 2011-12:

(Rs.in Lacs)

Particulars 2011-12 Interest & Financial Charges 108.01

Expenses 7081.32

Depreciation & Amortization 10.40

Profit before Tax(PBT) 97.01

Provision for Tax 5.08

91.93

Paid up Equity Capital 1919.26

Reserves & Surplus 1512.32

Dividend:

Your Directors are pleased to recommend a Dividend of 5 paise per equity share (2.5%) for the FY''13 amounting to Rs. 47,98,150 for approval of the Members.

A Dividend of 5 paise per equity share of Rs. 21- as recommended by the Board, if declared at the forthcoming Annual General Meeting, will be paid to those members on or before Monday, 30th October, 2013 to those Members: (a) whose names appear as Beneficial Owners at the end of the business hours on, the 21st September, 2013 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 21st September, 2013.

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.

Statutory Statements

A) Conservation of Energy, Technology Absorption: N/A

Particulars under Companies (Disclosures of Particulars in the Board of Director) Rules, 1988, on conservation of energy, technology absorption are not applicable to the company.

B) Particulars of Employees:

Relations with the employees continued to be cordial throughout the year. Your directors wish to place on record their deep appreciation of the dedicated and efficient services rendered by the staff and work force of the Company.

Your Company has no employee drawing remuneration as prescribed under section 217 (2A) of the Companies Act, 1956 during the year under review.

C) Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo: Nil

Compliance with Accounting Standards:

The company prepares its accounts and other Financial Statements in accordance with the relevant Accounting Principles and also complies with the Accounting Standards issued by the Institute of Chartered Accountants of India.

Corporate Governance:

Your Company''s Corporate Governance philosophy esteems from the belief that corporate governance is a key element in improving efficiency, transparency, accountability and growth as well as enhancing investor''s confidence.

Your Company has infused the philosophy of Corporate Governance in all its activities so as to conduct its affairs to ensure fairness to all stakeholders. It is the firm belief that the Corporate Governance further attainment of transparency, accountability, sincerity and law abiding status in aH facets of the operations of the Company and its interactions with members, employees, lending institutions and the government authorities. Therefore, it is also a process of building positive relationship and making a wider impact with greater commitment and trust, on all with whom the

Company has relationship. Your Company continuously endeavors to improve upon integrity, professionalism and accountability and adopt innovative approaches for the leveraging resources, converting opportunities into achievements through proper empowerment and motivation, fostering a healthy growth and development of human resource to take the Company forward. Asrequired:-

a) A Report on Corporate Governance together with a certificate received from M/s Vidya & Co., Chartered Accountants, Statutory Auditors of the Company confirming the compliance with the provisions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement is given separately which forms part of this Report in Annexure - B

b) Management''s Discussion and Analysis Report is also given separately and also forms part of this Report.

Depository System:

As the members are aware, your company''s shares are tradable compulsorily in electronic form. Accordingly, your company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Members may avail the facility of dematerialization of company''s shares on either of the Depositories as aforesaid.

Listing

The Equity Shares of our Company listed at Bombay Stock Exchange, Delhi Stock Exchange and Ahemdabad Stock Exchange. The company has paid the Listing Fees to the said Exchanges upto the year2012-13.

Fixed Deposits:

Your Company has not accepted any deposits from public. There are no unclaimed or unpaid deposits as on31stMarch,2013.

Yours Directors recommends the appointment of Mr. Akash Gupta & Mr. Arvind Sharma as a Director for your approval.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed:

I) That in the preparation of the accounts for the financial year ended 31 st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have 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 forthe year under review.

iii'' That the Directors have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv That tne Director have prepared the accounts for the Financial year ended 31 st March, 2013 on ''going concern''basis.

Auditors:

M s. Vioya & Co., Cnartered Accountants, who retire at the conclusion of this Annual Genera! Meeting ar-c oeing eligible tor re-appointment, have expressed their willingness to be re- appointed as Statutory Auditors of the company our Directors recommend their reappointment for anotner year. Tne company Re s received letter rrom tnem to tne effect that their appointment, if made would be within prescribed limi; unaer section 224'' 1B) of tne Companies Act, 1956.

Accounts and Auditors'' Report:

Trie notes to accounts appearing in tne schedule and referred to in the Auditors'' Report are seli exoianatorv ana therefore do not call for anv further explanation under Section 217(3) of the Companies Act 1956

Acknowledgements:

Your directors taÂ«e this opportunity to offer their sincere thanks and gratitude to:

1. The Bankers of the company as weli as other Financial Institutions forthe financial facilities and support.

2 .Business associates, venaors; 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 yeat. By Order of the Board of Director

Place: Deir Chairman

Mar 31, 2011

To The Members of CCL INTERNATIONAL LIMITED

The Directors have pleasure in presenting the 20th Annual Report with Audited Statement of Accounts of the Company for the year ended 31st March 2011.

Financial Results:

Financial results of the company for the year under review are summarized as below:

(Rs. In Lacs)

Particulars Year Ended 31.03.2011 Year Ended 31.03.2010

Sales & Other Income 5394.16 5524.28

Profit Before Depreciation, Interest & Tax 127.93 128.81

Interest & Depreciation 13.89 7.71

Profit/(Loss)Before Tax 114.04 121.10

Provision for Tax - Current 18.00 11.02

- Deferred (0.14) (0.52)

Profit/(Loss) after Tax 96.18 110.60

Loss Brought Forward from Previous Year 98.10 (12.50)

Profit/Loss Carried to Balance Sheet 194.28 98.10

Performance Review:

During the year under review, your company achieved turnover of Rs 5394.16 Lacs as compared to Rs.5524.28 Lacs in the previous year. Net profit after tax is Rs.96.18 Lacs as compared to Net Profit of Rs. 110.60 Lacs in the previous year. During the year under review, there has been a fall of 2.4% in the Turnover & 13.04% in the Net Profit after Tax. Your directors are exploring the possibilities for diversification and expansion of the business activities of the Company and are taking necessary steps accordingly.

Business Operations:

The company is engaged in the Business of Steel, Non-ferrous metals, Manufacturing of high-tension or low tension insulators made of Ceramics, Glass, Plastic etc and their products. In last year the company has purchased an establishment of Insulators manufacturing unit in which the production has to be started. Further, Company will engage itself in the field of Real Estate Development with these objects company has diversified itself into various fields.

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.

Financial Performance

Operational Results, 2010-11 versus 2009-10 (Rs. in Lacs)

Particulars 2010-11 2009-10

Total Income 239.23 269.79

Interest & Financial Charges 47.86 86.64

Expenses 73.54 58.43

Depreciation 3.80 3.62

Total Expenditure 125.20 148.69

Profit before Tax(PBT) 114.03 121.10

Provision for Tax 17.86 10.50

Profit after tax (PAT) 96.18 110.60

Paid up Equity Capital 660.96 647.91

Reserves & Surplus 212.07 115.89

Earning per Share 1.46 1.71

Dividend :

Your Board of Directors have decided to plough back of the Profit & accumulated reserves as the same are required for increasing the operation efficiency of the company. Taking into view of current policy of the company, Directors do not recommend any dividend for the financial year 2010-11.

Fixed Deposits:

Your Company has not accepted any deposits from public. There are no unclaimed or unpaid deposits as on 31stMarch, 2011.

Directors:

1. Mrs. Sudha Gupta, Director of the company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers herself for re-appointment.

Yours Directors recommend the appointment of Mrs. Sudha Gupta as a Director for your approval.

2. Shri. Krishan Kumar Sharma, Director of the company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Yours Directors recommend the appointment of Shri Krishan Kumar Sharma as a Director for your approval.

Material Changes:

There are no material changes, affecting the financial position of the company between the end of the financial year of your company to which balance sheet relates and the date of Directors' Report.

Auditors:

M/s. Vidya & Co., Chartered Accountants, the Auditors of the company retires at the forthcoming Annual General Meeting and is eligible for re-appointment. The Audit Committee and your Board recommend their reappointment as Auditors of the Company. The company has received letter from them to the effect that their appointment, if made would be within prescribed limit under Section 224(1B) of the Companies Act, 1956.

Auditors' Report:

The notes to accounts appearing in the schedule and referred to in the Auditors' Report are self explanatory and therefore do not call for any further explanation under Section 217(3) of the Companies Act 1956.

Compliance with Accounting Standards

The company prepares its accounts and other Financial Statements in accordance with the relevant Accounting Principles and also complies with the Accounting Standards issued by the Institute of Chartered Accountants of India.

Dematerialization of Share:

As the members are aware, your company's shares are tradable compulsorily in electronic form. Accordingly, your company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Members may avail the facility of dematerialization of company's shares on either of the Depositories as aforesaid. The Company confirms that the annual custodian fees to the Depositories have been paid & is up to date.

Directors' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have 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.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Director have prepared the accounts for the Financial year ended 31st March, 2011 on 'going concern' basis.

Personnel:

Relations with the employees continued to be cordial throughout the year. Your directors wish to place on record their deep appreciation of the dedicated and efficient services rendered by the staff and work force of the Company.

Your Company has no employee drawing remuneration as prescribed under section 217 (2A) of the Companies Act, 1956 during the year under review.

Conservation of Energy, Technology Absorption:

Particulars under Companies (Disclosures of Particulars in the Board of Directors) Rules, 1988, on conservation of energy, technology absorption are not applicable to the Company.

Corporate Governance:

A Report on Corporate Governance appears in this Annual Report. A certificate from Statutory Auditors M/s. Vidya & Co., Chartered Accountants, with regard to Compliance of the Corporate Governance code by your company is annexed hereto as Annexure and forms part of this report.

Acknowledgement:

Your directors take this opportunity to offer their sincere thanks to the bankers of the company, business associates, vendors, shareholders, employees and esteemed clients for their unstinted support and assistance and look forward to the same in the times ahead.

By Order of the Board of Director

For CCL International Limited

Place : Delhi (RAMA GUPTA)

Dated : 06-09-2011 Chairman

Mar 31, 2010

The Directors have pleasure in presenting the 19th Annual Report with Audited Statement of Accounts of the Company for the year ended 31st March 2010.

Financial Results:

Financial results of the company for the year under review are summarized as below :

(Rs.- In Lacs)

Particulars Year Ended Year Ended

31.03.2010 31-03.2009

Sales & Other Income 5524.28 4964.71

Profit Before Depreciation, Interest & Tax 128.81 26.96

Interest & Depreciation 7.71 04.42

Trofit/(Loss)Before Tax 121.10 22.54

Provision for Tax - Current ll.02 3.03

- Fringe Benefit Tax 0.00 0.73

-Deferred (0.52) 0.00

Pro]it/(Loss) after lax 110.60 18.78

Loss Brought Forward from Previous Year (12.50) (31.28)

Toss Carried ToBalance Sheet (98.10) (12.50)

Performance Review :

During the year under review, your company achieved turnover of Rs 5399.88 Lacs as compared to Rs. 4941.38 Lacs in the previous year. Net profit after tax is Rs.110.60 Lacs as compared to net profit of Rs. 18.78 Lacs in the previous year. During the year under review, there has been a rise of 9 % in the Turnover & 489 % in the Net Profit after Tax. Your directors are exploring the possibilities for diversification and expansion of the business activities oi the Company and are taking necessary steps accordingly.

Business Operations:

Board is pleased to announce that recently your company has amended the Main object Clause of the Memorandum of Association of the company whereby inserting the objects of undertaking the business of manufacturing of insulators and to enter into the business, of Infrastructure Development. The company is presently engaged in the business of Fabrics, Iron & Steels, Ferrous & Non-ferrous metals and their products. Company has purchased a manufacturing unit of Insulators. Company shall be starting the production very shortly. Further Company will engage itself in the field of real estate development with these objects company has diversified itself into various fields.

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. .

Financial Performance

Operational Results, 2009-10 Versus 2008-09:

(Rs. in Lacs)

Particulars 2009-10 2008-09

Total Income 269.79 110.07

Interest & Financial 86.64 30.36

Charges

Expenses 58.43 53.75

Depreciation 3.62 3.42

Total Expenditure 148.68 87.53

Profit before 121.10 22.54

Tax(PBT)

Provision for Tax 10.50 3.76

Profit after tax (PAT) 110.60 18.78

Paid up Equity 647.91 589.46

Capital

Reserves & Surplus 115.89 17.80

Earnings per Share 1.71 0.32

Dividend

Your Directors express their inability to recommend any dividend for the Year.

Fixed Deposits;

Your Company has not accepted any deposits from public. There are no unclaimed or unpaid deposits as on 31stMarch, 2010.

Directors:

Mr. Akash Gupta , Director of the company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Yours Directors recommends the appointment of Sh. Akash Gupta as a Director for your approval Mr.- Girsh R. Gupta, whose term of appointment is to expire at this Annual General Meeting, has resolved not to be reappointed as a Director of the Company.

Your Company wishes to place on record the valuable services rendered by Sh. Girish R. Gupta during his tenure as Managing Director of the Company.

Board resolved to appoint Mr. Anil Kumar, as a Non Executive Director of the Company in this Annual General Meeting.

Sh. Anil Kumar is a fellow member of the Institute of Chartered Accountants of India and has a vast experience in the field of Accounts and Taxation.

Yours Directors recommends the appointment of Sh. Anil Kumar as a Director for your approval.

Board resolved to appoint Mr. Mool Chand Garg , as a Non Executive Director of the Company in this Annual General Meeting.

Sh. Mool Chand Garg has a vast experience in Revival & Rehabilitation of Sick Units.

Yours Directors recommends the appointment of Sh. Mool Chand Garg as a Director for your approval.

Board resolved to appoint Mr. Sunil Bhati, as a Non Executive Director of the Company in this Annual General Meeting.

Sh. Sunil Bhati a M.B.A and have expert hand in public relationship & good skills to manage the people.

Yours Directors recommends the appointment of Sh. Sunil Bhati as a Director for your approval.

In accordance with the provisions of Articles of Association of the company read with Section 260 of the Companies Act/1956/ The Board of Directors of the company appointed Sh. Krishan Kumar Sharma as an additional directors of the company on 15.10.2009, whose office is liable to cease on the date of ensuing Annual General Meeting & in respect of whom the company has received a notice in writing U/s. 257 of the Companies Act,1956 proposing his candidatures for the office of director, liable to retire by rotation.

Your Directors recommends the appointment of Sh. Krishan Kumar Sharma as a Director for your approval.

Material Changes:

There are no material changes, affecting the financial position of the company between the end of the financial year of your company to which balance sheet relates and the date of Directors Report.

Auditors:

M/s. Vidya & Co., Chartered Accountants, the Auditors of the company retires at the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee and your Board recommend their reappointment as Auditors of the Company. The company has received letter from them to the effect that their appointment, if made would be within prescribed limit under Section 224(1B) of the Companies Act, 1956.

Auditors Report:

The notes to accounts appearing in the schedule and referred to in the Auditors Report are self explanatory and therefore do not call for any further explanation under Section 217(3) of the Companies Act 1956.

Compliance with Accounting Standards:

The company prepares its accounts and other Financial Statements in accordance with the relevant Accounting Principles and also complies with the Accounting Standards issued by the Institute of Chartered Accountants of India.

Dematerialization of Share:

As the members are aware, your companys shares are tradable compulsorily in electronic form. Accordingly, your company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Members may avail the facility of dematerialization of companys shares on either of the Depositories as aforesaid.

The Company confirms that the annual custodian fees to the Depositories have been paid and is up to date.

Directors Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures

ii) That the Directors have 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.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Director have prepared the accounts for the Financial year ended 31st March, 2010 on going concern basis.

Personnel:

Relations with the employees continued to be cordial throughout the year. Your directors wish to place on record their deep appreciation of the dedicated and efficient services rendered by the staff and work force of the Company.

Your Company has no employee drawing remuneration as prescribed under section 217 (2A) of the Companies Act, 1956 during the year under review.

Conservation of Energy, Technology Absorption:

Particulars under Companies (Disclosures of Particulars in the Board of Directors) Rules, 1988, on conservation of energy, technology absorption are not applicable to the Company.

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo: Nil

Corporate Governance:

A report on Corporate Governance appears in this Annual Report. A certificate from Statutory Auditors M/s. Vidya & Co., Chartered Accountants, with regard to Compliance of the Corporate Governance code by your company is annexed hereto as Annexure and forms part of this report.

Acknowledgement:

Your directors take this opportunity to offer their sincere thanks to the bankers of the company, business associates, vendors, shareholders, employees and esteemed clients for their unstinted support and assistance and look forward to the same in the times ahead.

By Order of the Board of Director

Place : Delhi (RAMA GUPTA)

Dated: 25-08-2010 Chairman

Mar 31, 2009

The Directors have pleasure in presenting the 18th Annual Report with Audited Statement of Accounts of the Company for the year ended 3 1st March 2009.

Financial Results:

Financial results of the company for the year under review are summarized as below :

(Rs. In Lacs)

Particulars Year Ended Year Ended 31.03.2009 31.03.2008

Sales & Other Income 4964.71 4646.39

Profit Before Depreciation , Interest & Tax 26.96 62.20

Interest & Depreciation 04.42 04.89

Profit/(Loss)Before Tax 22.54 57.31

Provision for Tax - Current 3.03 2.00

- Fringe Benefit Tax 0.73 0.43

- Deferred 0.00 0.00

- Security Transaction tax 0.00 5.58

Profit/(Loss) after Tax 18.78 53.30

Loss Brought Forward from Previous Year (31.28) (84.58)

Loss Carried to Balance Sheet (12.50) (31.28)

Performance Review :

During the year under review, your company achieved turnover of Rs 4964.71 Lacs as compared to Rs. 4646.39 Lacs in the previous year. Net profit after tax is Rs. 18.78 Lacs as compared to net profit of Rs. 53.30 Lacs in the previous year. During the year under review, there has been a rise of 6.85% in the Turnover & decrease 64.77 % in the Net Profit after Tax.Your directors are exploring the possibilities for diversification and expansion of the business activities of the Company and are taking necessary steps accordingly.

Business Operations:

Presently, your Company is carrying on the business of manufacturing & trading of fibres & fabrics. It is proposed to diversify the activities of the Company into the fields of Iron & Steel, garments & related accessories in India & abroad. Your Directors propose to amend the Objects Clause in the Memorandum of Association. It is also proposed to change the name of the Company to CCL International Ltd. Your Directors are pleased to inform that the proposed new name has been approved by ROC. The same are subject to Shareholders approval.

Further, in order to capture all the available as well as prospective resources and opportunities & further to substantiate the diversification proposal, your Directors are of the opinion that it is important to give a boost to the present working and present management of the Company, and for that purpose, it would be in the best interests of the Company if the affairs of the Company are managed by a more competent and experienced management, who can manage the Company in a more efficient manner. The Board has also identified a Group consisting of Mr. Anil Kumar, Mrs. Rama Gupta, Mr. Akash Gupta & Mr. Rupendra Kumar Varshney and has found them suitable for the same. They have also accepted the Boards request.

The same is subject to shareholders approval. Postal Ballot Notice & Forms have already been dispatched to the shareholders.

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.

Financial Performance

Operational Results, 2008-09 Versus 2007-08:

(Rs. in Lacs)

Particulars 2008-09 2007-08

Total Income 111.32 120.40

Interest & Financial 1.35 2.31 Charges

Expenses 84.01 58.20

Depreciation 3.42 2.58

Total Expenditure 88.78 63.09

Profit before Tax (PBT) 22.54 57.31

Provision for Tax 3.76 4.01

Profit after tax (PAT) 18.78 53.30

Paid up Equity Capital 589.46 525.36

Reserves & Surplus 17.80 17.80

Earning per Share 0.32 1.01

Dividend:

The company has taken a massive expansion drive and would required substantial outflow of funds. Hence, in view of the same, the Board of Directors has decided not to declare any dividend this year.

Fixed Deposits:

Your Company has not accepted any deposits from public. There are no unclaimed or unpaid deposits as on 3 1st March 2009.

Directors:

Sh. Arvind Sharma, Director of the company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Mrs. Rama Gupta, who was appointed as an Additional Director of the Company on 04th of October, 2008 and in respect of whom the company has received a notice in writing from a member signifying his intention to propose the candidature of Mrs. Rama Gupta for the office of director in terms of section 257 of the Companies Act, 1956.

Mr. Akash Gupta, who was appointed as an Additional Director of the Company on 04th of October, 2008 and in respect of whom the company has received a notice in writing from a member signifying his intention to propose the candidature of Mr. Akash Gupta for the office of director in terms of section 257 of the Companies Act, 1956.

Mrs. Sudha Gupta, who was appointed as an Additional Director of the Company on 10* of July, 2009 and in respect of whom the company has received a notice in writing from a member signifying his intention to propose the candidature of Mrs. Sudha Gupta for the office of director in terms of section 257 of the Companies Act, 1956.

Mr. Ranjeet Kumar Verma, who was appointed as an Additional Director of the Company on 213 of August, 2009 and in respect of whom the company has received a notice in writing from a member signifying his intention to propose the candidature of Mr. Ranjeet Kumar Verma for the office of director in terms of section 257 of the Companies Act, 1956.

Mr.Anuj Gupta resigned from the office of Director on 24th of November 2008.

Mr.Naresh Kumar Gupta resigned from the office of Director on 04th October 2008

Mr. Rupendra Kumar Vershney resigned from the office of Director on 21st August 2009.

Material Changes :

There are no material changes, affecting the financial position of the company between the end of the financial year of your company to which balance sheet relates and the date of Directors Report.

Auditors :

M/s. Vidya & Co., Chartered Accountants, the Auditors of the company retires at the forthcoming Annual General Meeting and are eligible for re-appointment. The Audit Committee and your Board recommend their reappointment as Auditors of the Company. The company has received letter from them to the effect that their appointment, if made, would be within prescribed limit under Section 224(1B) of the Companies Act, 1956.

Auditors Report:

The notes to accounts appearing in the schedule and referred to in the Auditors Report are self explanatory and therefore do not call for any further explanation under Section 217(3) of the Companies Act 1956.

Compliance with Accounting Standards

The company prepares its accounts and other Financial Statements in accordance with the relevant Accounting Principles and also complies with the Accounting Standards issued by the Institute of Chartered Accountants of India.

Listing Agreement:

The securities of the Company are listed on The Delhi Stock Exchange Association Ltd. (DSE), The Bombay Stock Exchange Limited (BSE), The Jaipur Stock Exchange Ltd. (JSE) and Ahmeclabad Stock [Exchange Ltd. (ASE). The Company has paid Annual Listing fee of two stock exchanges BSE and DSE and complies with all the provisions of listing agreement.

Since, the trading permission of securities was suspended due to non compliance of listing agreement, now your directors have ensured to comply with all the clauses of listing agreement. In pursuant to this, your directors have filed the application in Bombay Stock Exchange for revocation of suspension of trading.

Dematerialization of Share :

As the members are aware, your companys shares are tradable compulsorily in electronic form. Accordingly, your company has established connectivity with both the depositories i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL). Members may avail the facility of dematerialization of companys shares on either of the Depositories as aforesaid.

The Company confirms that the annual custodian fees to the Depositories have been paid and is up to date.

Directors Responsibility Statement:

Pursuant to Section 2I7(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2009, the

applicable accounting standards have been followed along with proper explanation relating to material departures.

ii) That the Directors have 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 and of the profit or loss of the Company for the year ended 31st March 2009.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the accounts for the financial year ended 31st March 2009

on going concern basis.

Personnel:

Relations with the employees continued to be cordial throughout the year. Your directors wish to place on record their deep appreciation of the dedicated and efficient services rendered by the staff and work force of the Company.

Your Company has no employee drawing remuneration as prescribed under section 217 (2A) of the Companies Act, 1956 during the year under review.

Conservation of Energy, Technology Absorption:

Particulars under Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, on conservation of energy, technology absorption are not applicable to the Company.

Foreign Exchange Earnings and Outgo:

Foreign Exchange Earnings and Outgo: Nil

Corporate Governance:

A report on Corporate Governance appears in this Annual Report. A certificate from Statutory Auditors M/s. Vidya & Co., Chartered Accountants, with regard to Compliance of the Corporate Governance code I by your company is annexed hereto as Annexure and forms part of this report.

Corporate Governance Report, Management Discussion and Analysis Report and Certificate from Auditors on Corporate Governance, as required by Clause 49 of the Listing Agreement is annexed hereto as Annexure and forms part of this report

Acknowledgement:

Your directors take this opportunity to offer their sincere thanks to the bankers of the company, business associates, vendors, shareholders, employees and esteemed clients for their unstinted support and assistance and look forward to the same in the times ahead.

For and On Behalf of the Board

(Rama Gupta) Chairman

Place: New Delhi Dated: 02.09.2009

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