To, The Members,
CCL INTERNATIONAL LIMITED
Your Directors have the pleasure in presenting the 34th Annual Report
together with Audited Financial Statement of the Company for the Financial Year ended 31st
March 2025.
1. FINANCIAL RESULTS:
The Audited Financial performance of your Company for the year ended March 31, 2025 is
summarized below: (Rs. In Lac)
| Particulars |
Standalone |
|
Current Year |
Previous Year |
|
31.03.2025 |
31.03.2024 |
| Revenue from operations |
4582.25 |
3570.11 |
| Other Income |
58.73 |
106.75 |
| Total Revenue |
4640.98 |
3676.86 |
| Profit for the year after meeting all expenses (before Depreciation ,
Interest & Tax) |
510.14 |
571.85 |
| Less: |
|
|
| Interest |
149.02 |
189.10 |
| Depreciation & Amortization |
267.92 |
284.85 |
| Profit before share of Profit from Investment in Associates Companies |
93.19 |
97.90 |
| Share of Profit/Loss from Associates companies |
- |
- |
| Provisions |
|
|
| - Provision for Taxation |
0.00 |
-0.51 |
| - Provision for Current year Deferred Tax Liability |
21.60 |
-48.23 |
| Profit after Tax |
71.59 |
146.64 |
| Appropriations |
|
|
| - Profit Brought Forward from Previous Year |
1464.59 |
1317.95 |
| - Other Income-INDAS |
|
|
| - 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 |
1536.19 |
1464.59 |
2. COMPANY PERFORMANCE:
The turnover for the Financial Year 2024-25 is Rs. 4582.25 Lacs which is increased by
28.35% over last year (Rs. 3570.11 Lacs in Financial year 2023-24). However, there is a
decrease in the net profitability of the company 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. EvocreteRST
used in various regions in conducting its road construction activities and working with it
from the past 13 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.
EvoCreteRis 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
| EVOCRETE - AREAS OF USES |
| Road and Motorway Construction |
| Harbor Premises and Wharfages |
| Cycle Paths, Forest Paths and Agricultural Roads |
| Replacement of Depth Foundation |
| Railway Tracks |
| Rural or Village roads |
| Landfill Sites |
| Slope Reinforcements, Grouting |
| River Embankment Stabilization |
| Biogas Plants |
| Tunnel and Sewage System Construction |
| Logistics Centre |
| Parking, Container Storage Points |
| General Foundations |
| Dam Enforcements |
| Access Routes for Oil, Gas, Steel and Wood Industries |
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.
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. 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,
2025 and the date of the report of the Company which affect 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 31st March, 2025.
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 2024-25.
9. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION 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
2024-25, 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 2024-25. 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 of two independent directors namely Mr. Tarun Kumar Gupta
(Chairperson), Ms. Deepanshi Rajput and an executive director namely Mr. Akash Gupta as
other members.
NOMINATION AND REMUNERATION COMMITTEE
The Board of Directors constituted a Nomination and Remuneration Committee comprising
three Non-Executive Independent Directors namely Ms. Deepanshi Rajput (Chairman), Mr.
Tarun Kumar Gupta and Mr.
Rajni Kant Gupta 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. Rajni Kant Gupta (Chairman), Ms.
Deepanshi Rajput and Mr. Tarun Kumar Gupta 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
There was no transaction falling under the provision of Section 186 of the Companies
Act, 2013 during the financial year under review.
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.) |
|
2024-25 |
2023-24 |
| a) Foreign Exchange earnings |
0.00 |
0.00 |
| b) Foreign Exchange outgo |
0.96 |
0.01 |
20. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATES
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. CORPORATE 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, Managing 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. Tarun Kumar Gupta |
Independent Director |
| 4. Mr. Rajni Kant Gupta |
Independent Director |
| 5. Ms. Deepanshi Rajput |
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 |
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,
along with declaration for compliance with clause 16 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Board confirms that the independent
directors meet the criteria as laid down under the Companies Act, 2013.
25. SEPARATE 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, 2025 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, 2024 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 2024-25, there were no complaints received under the
mechanism. You may access the policy
https://www.cclil.com/PDF/Code-and-Policies/1.%20Website%20Archival%20Policy.pdf
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, 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.cclil.com 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 Non-Executive 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 evaluation of Independent Directors was carried out by
the Board.
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: Board
dynamics and relationships Information flows Decision-making Relationship with
stakeholders Company performance and strategy Tracking Board and committees' effectiveness
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.cclil.com
In terms of regulation 25(7) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulation, 2015, the Company familiarizes the Directors about their role
and responsibility at the time of their appointment through a formal letter of
appointment. All new independent directors inducted into the Board attend an orientation
program. Presentations are regularly made at the meetings of the Board and its various
Committees on the relevant subjects.
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
https://www.cclil.com/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 FRAUDS
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. therefore, no detail is required to
be disclosed under Section 134 (3)(ca) of the Act.
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.
The Company has constituted Internal Complaints Committee (ICC) known as Prevention of
Sexual Harassment (POSH) Committee to enquire into complaints of Sexual Harassment and
recommend appropriate action.
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.
COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT 1961
It sis confirmed that the company is in full compliance with the provisions of the
Maternity Benefit Act, 1961, as amended from time to time.
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, 2013.
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 on Materiality of Related Party Transactions. This policy is available on the
website of the Company i.e. www.cclil.com.
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.cclil.com
39. AUDITORS AND AUDITORS' REPORT
M/s. Anil Pawan & Co, Chartered Accountants, (Firm Registration No. 006018C) 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 2024 till the conclusion of the
Annual General Meeting to be held in the year 2029 conducted the Statutory Audit. 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, 2025 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 2024-25. 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-2024-25.
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 M/s Richa Dhamija and Company, Practicing Company Secretary to conduct the
Secretarial Audit of your Company for the financial year 2024-25. 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.
The Board of Directors, pursuant to recommendation of the Audit Committee, recommended
to shareholders, appointment of Richa Dhamija & Co., Company Secretary in Practice
(Membership Number: FCS 9776, CP No. 12099) (Peer review Certificate No. 2849/2022) as the
Secretarial Auditor of the Company. If approved by the shareholders, the appointment of
Secretarial Auditor shall be for a period of 5 (Five) consecutive years from the
conclusion of 34th Annual General Meeting till the conclusion of the 39th Annual General
Meeting of the Company.
42. INTERNAL AUDITORS
The Board of Directors based on the recommendation of the Audit Committee has appointed
M/s. Nagendra Solanki, Chartered Accountant 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 2024-25 to the BSE Ltd and
annual custody fees to National Securities Depository Limited and Central Depository
Services (India) Limited.
45. 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 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.cclil.com.
48. 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 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) 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.
h) Details of difference between valuation amount on one time settlement and valuation
while availing loan from banks and financial institutions
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.
WEBSITE
As per provisions of the Regulation 46 of the SEBI (LODR) REG, 2015 all necessary
information as required to be given to the shareholders/stakeholders, is available at
www.cclil.com Shareholders/ stakeholders are requested to refer to investor section.
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 : 31.08.2025 |
| Sd/- |
| (Akash Gupta) |
| Chairman and Managing Director |
| [DIN 0194081] |
