To
The Members
Presentation on the 28th Annual Report highlighting the business and operations of the
Company on a standalone basis and the audited financial statements for the financialyear
ended 3 1st March, 2025.
1. FINANCIALRESULTS
The Financial Results of the Company forthe year under review is summarized below for
your perusal and consideration. (in% crores)
Particulars |
2024-25 |
2023-24 |
NET REVENUE |
177.91 |
126.95 |
PROFITBEFORE TAXAND DEPRECIATION |
69.69 |
646.48 |
PROFIT/(LOSS) BEFORETAX (PBT) |
67.56 |
643.99 |
PROVISION FORCURRENTTAX |
17.32 |
- |
TAXEXPENSE-DEFERREDTAX |
(0.16) |
(21.68) |
PROFITAFTER TAXES/ (LOSS) (PAT) |
50.40 |
665.67 |
1.1 Financial Performance
The Company has achieved Netsales of Rs.177.91 Crores for the year ended 31st March,
2025 as compared to Rs.126.95 Crores inthe previous year.
2. DIVIDEND
Your directors have not recommended any dividend for the financial year 2024-25 in view
of the need to conserve resources of the Company.
3. MATERIALEVENTS OCCURRINGAFTER BALANCE SHEET
The Board at its meeting held on May 7, 2025 had approved the sale of the entire shares
of CCCL Infrastructure Limited, the wholly owned subsidiary Company, along with the CCCL
Pearl City Limited being the stepdown subsidiary of CCCL Infrastructure Limited.
Accordingly share purchase agreement was entered on May 9, 2025 with DPF Textiles Private
Limited for sale of 2,29,10,006 Equity shares of Rs.10 each of CCCL Infrastructure
Limited, for asum of Rs. 225 Crs.
4. MANAGEMENTDISCUSSION AND ANALYSIS Introduction
The infrastructure sector plays a pivotal role in driving India's economic growth and
overall development. As the country continues on its path towards becoming a global
economic powerhouse, the need for robust infrastructure becomes increasingly apparent. The
macroeconomic outlook for infrastructure is favourable in 2025. Interest rates have begun
to moderate which should relieve some of the pressure that assets faced over 2024, while
economic growth and inflation are expected to remain supportive to earnings growth.
However, risks are weighted to the downside from the uncertainty around a potentially more
challenging and inflationary trade environment. Infrastructure continued to deliver
positive returns in 2024 for investors, although we expect performance to improve in 2025.
In particular, assets with greenfield development pipelines have faced increased scrutiny
under the higher rate environment, boosting investor confidence that valuations are
solidifying. The relationship between transactions activity and fund raising volumes was
made stark over 2024, but as confidence in the M&A marketreturns, liquidity should
increase and infrastructure's fund raising will likely recover 2025 is set to be a more
positive year for the unlisted infrastructure market in our opinion, although 2024 laid
much of the groundworkfor a recoveryto fully take hold. Valuations have remained robustfor
the market as awhole, and those sectors which have experienced repricing namely those with
high capital expenditure profiles have now settled and are beginning to attract investor
attention. As confidence (and the need to divest) builds, transactions activity likely
will tick upwards, releasing liquidity into the fund raising market, satisfying a
continued demand from investors to allocate higher levels of capital to the strong
performing infrastructure asset class. Major plans of Indian Infrastructure: The Indian
Government in its budget FY25-26 announced that the outlay for infrastructure development
will be increased to Rs.11.21 lakh crore. When compared to last year, the outlay has seen
an 11.1% increase. More cities will get Namo Bharat and Metro Rail infrastructure
projects. Infrastructure spending not only acts as a catalyst for economic growth, but is
also likely to provide enormous employment opportunities for the unskilled and
semi-skilled labour force. Over the years, the Indian Government has implemented several
measures and made sizeable investments in transportation infrastructure, especially roads
and railway to improve logistics costs, reduce transit time and improve connectivity. The
two ministries, the Ministry of Road Transportand Highways (MoRTH)and the Ministry of
Railways, accountforthe lion's share of the overall capital outlay. Urban infrastructure
was another key focus area for the Government in the budget, driven by the country's
increasing urbanisation. As per a World Bank study, about one-third of India's population
lives in urban areas, with this share expected to exceed 40 per cent by 2036.
Consequently, to address the needs of the changing urban landscape, significant
investments are required in housing, sanitation and public transportation (metro
connectivity). The capital outlay for the Ministry of Housing and Urban Affairs has been
hiked by a healthy 18.8 per cent year on year to Rs 376 billion in the FY 2026 BE. With an
aim to modemize cities, the government will set up the Urban Challenge Fund of Rs 1
trillion to implement proposals for Cities as Growth Hubs, Creative
Redevelopment of Cities and Water and Sanitation, as announced in the
July 2024 budget. This fund will finance up to 25 per cent of the cost of bankable
projects, with a stipulation that at least 50 per cent of the cost is funded by bonds,
bank loans and PPPs. An allocation of Rs 100 billion is proposed for FY 2026. This will
encourage private participation while providing long-termfunds for the sustainable
development of cities. Nonetheless, the healthy capital expenditure, focus on
transportation and urban development, and enhanced regional connectivity underthe UDAN
scheme are expected to support the country's economic growth and development. The key
factors to watch will be the successful implementation of these projects in terms of
achieving the desired outcomes and ensuring sustainable economic growth inthe coming
years. Financial Performance: The financial performance of the Company for the year
2024-25 is described in the Directors' Report under the head Financial Result. Outlook:
After coming out of the CIRP Process during FY 23-24, it is working to build its
organisation as well as re-establishing its relationship with clients. The pasttrack
record and its current capabalities, is expected to help the Company to build its business
and achieve appreciable financial outcomein the medium term. Company is receiving lot of
enquiries for executing complicated projects and we are in the process of evaluating the
same. After successful completion of evaluation and if found viable these projects will be
taken up during the year. Anticipating these growth opportunities in diverse fields in
various geographical locations a separate ERP system s initiated and the same is in
advanced stage of closure and islikelyto be functional during second quarterof FY 25-26.
Regarding non fund-based facility, management is negotiating with few banks and are in
advanced stage of closure. Cautionary Note: The statements forming part of this Report may
contain certain forward-looking remarks within the meaning of applicable laws and
regulations. The actual results, performances or achievements of the Company depend on
many factors which may cause material deviation from any future results, performances
orachievements. Significant factors which could make a difference to the Company's
operations include domestic and international economic conditions, changes in Government
regulations,tax regime and other statutes. The Company assumes no responsibility to
publicly amend, modify or revise any forward-looking statements on the basis of any
subsequentdevelopments, information or events. INVESTMENTS IN SUBSIDIARIES
Particulars of Loans and Advances in the nature of loans as required under Listing
Regulations.
(Rs. In Lacs)
Name of the Company |
Balance |
as on |
Maximum outstanding |
|
31.03.2025 |
31.03.2024 |
31.03.2025 |
31.03.2024 |
Subsidiaries |
|
|
|
|
Consolidated Interiors Limited |
898.74 |
897.91 |
898.74 |
897.91 |
Noble Consolidated Glazings Limited |
3501.52 |
3480.61 |
3501.52 |
3480.61 |
CCCL Infrastructure Limited |
5948.04 |
1373.00 |
5948.04 |
1373.00 |
CCCL Power Infrastructure Limited |
603.24 |
602.40 |
603.24 |
602.40 |
CCCL Pearl City Food Port SEZ Limited |
373.05 |
388.44 |
388.47 |
388.44 |
Delhi South Extension Car Park Limited |
0.03 |
- |
0.03 |
- |
CCCL has made total investments of Rs 35.89 Crores in its subsidiaries viz. CCCL
Infrastructures Limited (Rs.22.91 Crores), Consolidated Interiors Limited (Rs.6.78
Crores), Noble Consolidated Glazings Limited (Rs.1.65 Crores), CCCL Power Infrastructure
Limited (Rs.0.05 Crores) and Delhi South Extension Car Park Limited (Rs.4.50 Crores).
These investments are yet to yield returns. While the investment decision is sound,
execution of these businesses have faced various bottlenecks in the form of non-
availability of working capital, un-favourable market conditions, other macroeconomic
issues. Hence, managementis exploring the possibilities of closingthese subsidiaries.
5. SUBSIDIARIES
In accordance with the General Circular issued by the Ministry of Corporate Affairs,
Government of India, the Balance Sheet, Statement of Profit and Loss and other documents
of the subsidiary companies are notbeing attached with the Balance Sheet of the Company.
However, the financial information of the subsidiary companies is disclosed in the Annual
Report in compliance with the said circular.
(a) Consolidated Interiors Ltd: Company has no business
(b) Noble Consolidated Glazings Ltd. (NCGL) Company has no business (c)
CCCLInfrastructure Ltd.
The Company shall disinvest CCCL Infrastructure Ltd
(c)(i) CCCL Pearl City Food Port SEZ Ltd.
Asthisis a subsidiary of CCCL Infrastructure Ltd, this Company also shall be
disinvested.
(d DelhiSouth Extension Car Park Ltd.
The Concession fee paid to Delhi Municipal Corporation has been refunded in view of
project cancellation. The company has certain claims against Delhi Municipal Corporation
for the cancellation. The same is under consideration by Delhi Municipal Corporation. (e)
CCCL Powerlnfrastructure Limited In view of the sluggishness in power plant, and
uncertainty in coal/fuel long term contracts EPC in power has diluted. We may not see much
businessin thisyear. A Statement pursuant to first proviso to sub-section (3) of section
129 read with rule 5 of Companies (Accounts) Rules, 2014 containing salient features of
the financial statement of subsidiaries/associate companies/joint ventures in Form AOC-1
is annexed to this reportas AnnexureA.
6. OPPORTUNITIES
India's high growth imperative in 2023 and beyond will significantly be driven by major
strides in key sectors with infrastructure developmentbeing a critical force aiding the
progress. Infrastructure is akey enabler in helping India become a US$ 26 trillion
economy. Investmentsin building and upgrading physical infrastructure, especially in
synergy with the ease of doing business initiatives, remain pivotal to increase efficiency
and costs. Prime Minister Mr. Narendra Modi also recently reiterated that infrastructure
is a crucial pillar to ensure good governance across sectors. The government's focus on
building infrastructure of the future has been evident given the slew of initiatives
launched recently. The US$ 1.3 trillion national master plan for infrastructure, Gati
Shakti, has been a forerunner to bring about systemic and effective reformsin the sector,
and has already shown a significant headway. Infrastructure support to the nation's
manufacturers also remains one of the top agendas as it will significantly transform goods
and exports movement making freight delivery effective and economical. The "Smart
Cities Mission" and "Housing for All" programmes have benefited from these
initiatives. SaudiArabia seeks to spend up to US$ 100 billion in Indiain energy,
petrochemicals, refinery, infrastructure, agriculture, minerals, and mining. The
infrastructure sector is a key driver of the Indian economy. The sector is highly
responsible for propelling India's overall development and enjoys intense focus from the
Governmentfor initiating policies that would ensure the time-bound creation of world-class
infrastructure in the country. The infrastructure sector includes power, bridges, dams,
roads, and urban infrastructure development. In other words, the infrastructure sector
acts as a catalyst for India's economic growth as it drives the growth of the allied
sectors like townships, housing, built-up infrastructure, and construction development
projects. To meet India's aim of reaching a USS$ 5 trillion economy by 2025,
infrastructure development is the need of the hour. The Government has launched the
National Infrastructure Pipeline (NIP) combined with other initiatives such as Make
in India' and the Production-Linked Incentives (PLI) scheme to augment the growth of the
infrastructure sector. Historically, more than 80% of the country's infrastructure
spending has gone toward funding for transportation, electricity, and water,
andirrigation. While these sectors still remain the key focus, the Governmenthas also
started to focus on other sectors as India's environment and demographics are evolving.
There is acompelling need for enhanced and improved delivery across the whole
infrastructure spectrum, from housing provision to water and sanitation services to
digital and transportation demands, which will assure economic growth, increase quality of
life, and boost sectoral competitiveness. In December 2022, AAl and other Airport
Developers have targeted capital outlay of approximately Rs. 98,000 crore (US$ 11.8
billion) in airport sector in the next five years for expansion and modification of
existing terminals, new terminals and strengthening of runways, among other activities.
India currently has the fifth-largest metro network in the world and will soon overtake
advanced economies such as Japan and South Korea to become the third-largestnetwork. Metro
rail network reached 810kms andis operational in 20 cities. Inthe last 10 years, 697 km
have been added to Metro Rail Network across the country. In 2024, about 945 km of metro
rail lines are operational in 21 cities and 919 km is under construction in 26 different
cities. Atalmost 20 kms, Mumbai monorail is the third largest route in the world after
China with 98 kms and Japan with 28 kms. FDI in construction development (townships,
housing, built-up infrastructure and construction development projects) and construction
(infrastructure) activity sectors stood at US$ 26.64 billion and US$ 34.58 billion,
respectively, between April 2000~ June 2024. Indian logistics market s estimated to touch
US$ 320 billion by 2025. The overall infrastructure capex is estimated to grow ata CAGR of
11.4% over 2021-26 driven by spending on water supply, transport, and urban
infrastructure. Investment in infrastructure contributed around 5% ofthe GDP in the tenth
five-year plan as against 9% in the eleventh five-year plan. Further, US$ 1 trillion
investment in infrastructure was proposed by the India's planning commission during the
12th five-year plan, with 40% of the funds coming fromthe private sector.
7. THREAT PERCEPTION Challenges:
. Despite the prospects, the sector continues to face challenges from land acquisition
issues, adverse political and structural changes, shortage of talent, design and
constructability issues, and rising material and labour costs. However, the land
acquisitionand environment related issues are being addressed on war footing basis to ease
the constraints.
. Policy bottlenecks, slow clearance of projects and rising inflation have dampened
private sector sentiments and have stifled investments in Capital expenditure. A high
level committee has been constituted for speedy clearance of stalled projects and
monitoring the implementation.
+ Working capital cycle has been elongated mainly due to stretched receivables, which
has affected the cash flow position of the companies in the sector. Many of the companies
have been forced to draw their full limits with the Banking system or restructure the
facilities.
. Lengthy dispute resolution mechanism in the sector is yet another major factor
affecting the cash flows of the construction companies
+ This coupled with rising interest rates have led to a drop in the PAT margin and
deterioration of debt coverage ratios of construction companies.
. Shortage of labour also has become athreat as the industry depends majorly on labour
for its sustainability.
8. RISKPERCEPTION
Needless to mention, with huge money, there comes the involvementof big risks.
Construction is a high-risk business. Mitigation of risks is the all en-compassing
requirement. Broadly speaking, construction projects face the following type of risks:-
BusinessRisk |
MarketRisk |
Financial Risk |
Legal Risk |
Commodity Risk |
Political Risk |
Exchange Rate Risk. |
|
9. INTERNALCONTROL SYSTEMAND THEIRADEQUACY
The Internal Auditors had evaluated the IC system during the year. The scope of work
covers review of controls on accounting, statutory, other compliances and operational
areasin addition to reviews relating to efficiency and economyin operations. 10.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements have been prepared on going concern basis in
accordance with accounting principles generally accepted in India. Further, the
consolidated financial statements have been prepared on historical cost basis except for
certain financial assets and financial liabilities and share based payments which are
measured at fair values as explained in relevant accounting policies. Fair valuations
related to financial assets and financial liabilities are categorized into level 1, level
2 and level 3 based onthe degree to which the inputsto the fair value measurements are
observable. The Consolidated Balance Sheet, Consolidated Statement of Profit and Loss,
Consolidated Statement of Changes in Equity and disclosure requirements with
respecttoitemsin the Consolidated Balance Sheet and Consolidated Statementof Profitand
Loss are prepared in the format prescribed in Division II-Schedule Il to the Companies
Act, 2013 and are adequately presented by way of notes forming part of accounts along with
the other notes required to be disclosed under the notified Accounting Standards and the
Listing Regulations. The Consolidated Cash Flow Statement has been prepared and presented
as per the requirements of Indian Accounting Standard (Ind AS) 7 Statement of Cash
Flows. 11. HUMAN RESOURCES
It has been the tradition of the Company to maintain excellent industrial relations at
all levels inspite of the hurdles faced by the Company inthe recenttimes. 12. CORPORATE
GOVERNANCE
Aseparate report on the Corporate Governance also forms part of the Annual Report. With
regard to the Business Responsibility and Sustainability Report, the Company is not
covered in the top 1000 listed entities, based on the market capitalization at BSE Limited
and National Stock Exchange of India Limited, as on March 31, 2025. Hence there is no
requirement for the Companyto comply with Regulation 34(2)(f) of SEBI (LODR) Regulations,
2015. 13. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR Committee) The CSR Committee with
the Chairmanship of Mrs. Hema Gopal was constituted during the year. Other members of the
Committee are Mr. R. Sarabeswar, Mr. Kishor Kharat, and Mr. S. Kaushik Ram 14.
SEXUALHARASSMENTPOLICY
Pursuant to the prevention of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Rules framed thereunder, Company has adopted a policy, and
subsequently alsoformed a committee forthe same. There was no complaintreceived during the
financial year 2024-25.
- 5. DEPOSITORY SYSTEM/E-VOTING MECHANISM:
The Company has entered into a Tripartite Agreement with both the Depositories viz.
National Securities Depository Limited (NSDL) and Central Depository Services (1) Ltd
(CDSL) along with Registrars M/s. KFin Technologies Ltd, for providing electronic
connectivity for dematerialization on the Company's shares, facilitating the investorsto
hold the shares in electronic form and trade in those shares. Further, in accordance with
provisions stipulated under Companies Act, 2013, the facility of e- voting is also made
availableto all shareholders of the Company. The instructions regarding e-voting is
enclosed along with this report. All shareholders are also requested to update their email
ids with the Company or our RTA, M/s. KFin Technologies Ltd. 16. TRANSFER OF UNCLAIMED
DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) AUTHORITY
Pursuant to the provisions of Sections124 and 125 of the Companies Act, 2013, the
remained unclaimed dividend fora period of seven consecutive years, have to be transferred
to the IEPF Authority. There was no unclaimed dividend amount, due for transferto the IEPF
Authority, during the year. The same has also been reported in the Corporate Governance
Report 17. DIRECTORS: Nochange in the Directorship during the year under review. a)
RE-APPOINTMENTS
In accordance with the provisions of the CompaniesAct, 2013 and in terms of the
Memorandum & Articles of Association of the Company, at the ensuing 28th Annual
General Meeting, Shri. V G Janarthanam, Director of the Company is liable to retire by
rotation and being eligible offers himself for re-appointment. The Board recommends his
re-appointment. b) DECLARATION BYINDEPENDENTDIRECTORS
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under section 149(6) of the Companies Act, 2013 and as perthe
SEBI (LODR) Regulations, 2015. c) MEETINGS
Tentative annual calendar of meetings for the year 2025-26 was circulated to the
Directors. During the year eight (8) Board Meetings were convened and held. The details of
which are given in the Corporate Governance Report. The intervening gap between the
meetingswas within the period prescribed underthe Companies Act, 2013. d) BOARD EVALUATION
In accordance with the provisions of the Companies Act,2013 and SEBI (LODR)
Regulations, 2015, an internal evaluation of the Board, its committees and individual
directors was conducted. The evaluation process included parameters such as directors'
attendance at Board and committee meetings, participation in the Annual General Meeting,
effective engagement and domain knowledge. e) TRAINING OF INDEPENDENTDIRECTORS
Independent Director of the Board attends an orientation program, to familiarize the
new inductees with the strategy operation and functionsof our Company. f) REMUNERATION
POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report. All
other remunerations paid to the Directors, Whole-Time Directors, Key Managerial Personnel
and senior management personnel are as per the remuneration policy of the Company. g)
DIRECTORS'RESPONSIBILITY STATEMENT: To the best of their knowledge and belief and
according to the information and explanations obtained by them, your Directors, make the
following statement in terms of Section 134 (3) (c) of the Companies Act, 2013: (i) inthe
preparation of the annual accounts, the applicable accounting standards had been followed
along with proper explanationrelating to material departures; (i) the directorshad
selected such accounting policies and applied them consistently and made judgments and
estimates that are reasonable and prudentso as to give a true and fair view of the state
of affairs of the company atthe end of the financial yearand of the profitand loss ofthe
companyfor that period; (iii) 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
otherirregularities; (iv) the directors had prepared the annual accounts on a going
concern basis; and (v) 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. (vi) 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. 18. AUDITORS
STATUTORY AUDITORS
M/s. ASA & Associates, LLP, Chartered Accountants, (FR No. 009517N/ N500006),
Chennai were appointed as the Statutory Auditors of the Company at the 25th Annual General
Meeting held on 27.12.2022 to hold office for a period of five years from the conclusion
of 25th AGM till the conclusion of 30thAGM of the Company. Company has obtained necessary
certificate under Section 141 of the Companies Act, 2013 conveying their eligibility for
being the Statutory Auditors of the Company and have confirmed that they satisfy the
independence and other criteria required under the CompaniesAct, 2013. Statutory Auditors
have also confirmed that they are not disqualified from continuing as auditors ofthe
Company
AUDITORS REPORT AND MANAGEMENT'S RESPONSETO AUDITORS OBSERVATIONS
1. We draw attention to Note No. 4 to the Statement with respect to the non-receipt of
no due certificate from ICICI Bank pursuant to the one-time settliement plan under the 12A
Scheme of the IBC. Accordingly, we are unableto comment on the impactof the same, if any,
on the consolidated financial results. We draw attention to Note No. 9, with respect to
non-receipt of confirmation and consequential reconciliation of balances from loans and
advances, sundry creditors, and other liabilities. Pending receipt of confirmation of
these balances and consequential reconciliations / adjustments, if any, the
resultantimpact on the consolidated statementis notascertainable. We report that the Group
has not provided the appropriate audit evidence relating to the identification of micro
and small enterprises and the dues thereon. Further the Group does not provide for
interest on the dues to the micro and small enterprises as required under the Micro, Small
and Medium Enterprises Development Act, 2006. Considering the non- identification of the
micro and small vendors, we are unableto comment on the completeness of such disclosures
made in the consolidated financial results. We refer to Note No.11 to the consolidated
financial results regarding non estimation and provision for the interest and penalty with
respect to earlier years statutory dues paid during the year under the provisions of the
respective statutes. Accordingly, we are unable to comment on the possible impact thereof
on the profit for the yearand on the carrying value of liabilities as atthe yearend.
Managementreplies
1. The company is in the process of the obtaining the Statement of Account / No Due
Certificate from ICICI Bank which may extend another 3 months to complete.
2. Management believes that no material adjustments would be required in books of
account upon receipt of these confirmations and that there will not be any materialimpact
on loss for the year and also on state of affairs as at 31st March 2025.
3. Companyis in the process of identifying the MSME Vendor.
4. Delayed payment charges (including penalties amountunascertainable),will be
accounted foras and when settled / paid. INTERNAL AUDITOR
The Board has appointed M/s. V. Sudarsanan & Co., Chartered Accountants, Chennai as
the Internal Auditor of the Company pursuant to Section 138 of Companies Act, 2013 and
Rule No. 13 of The Companies (Accounts of Companies) Rules, 2014 for the financial year
2024-25. M/s.V.Sudarsanan & Co., Chartered Accountants, Chennai are having expertise
in finance and Accounts. The Internal Audit would ensure that strong internal control
mechanism s put in place in the Company as per the recommendations and guidance of Audit
Committee. COSTAUDITOR
The Board of Directors had appointed Mr G Sundaresan, Cost Accountant, Membership No.
11733 as the Cost Auditor of the Company to audit the cost accounting records of the
Company for the financial year 2024-25, The Board, based on the recommendation of Audit
Committee, as required under Section 148 ofthe CompaniesAct, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014. A resolution seeking members' ratification for the
remuneration payable to the Cost Auditor forms partof the AGM Notice. SECRETARIAL AUDITOR
Pursuantto the provisions of Section 204 of the CompaniesAct, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Mr. N. Balachandran, Practicing Company Secretary, Chennai to undertake the
Secretarial Audit of the Company, for the financial year 2024-25. The report of the
Secretarial Audit Report is. annexed herewith asAnnexure B". MANAGEMENT'S
RESPONSE TO SECRETARIAL AUDITOR'S OBSERVATIONS
The Secretarial Auditor's Report for the financial year 2024-25 does not contain any
qualification or adverse remark.
- 9. . CONSERVATION OF ENERGY AND TECHNOLOGYABSORPTION
Astatement containing the particulars relating to conservation of energy, research and
development and technology absorption as required under Section 134 (3) (m) of the
Companies Act, 2013 and Rule 8 (3) (A), (3) (B) and 3 (A) (C) of The Companies (Accounts)
Rules, 2014 is annexed to this reportas Annexure C" 20, . PARTICULARS OF LOANS,
GUARANTEES ORINVESTMENTS UNDER SECTION 186 OF COMPANIESACT, 2013 Details of Loan,
Guarantees and Investments covered under the provisions of Section 186 of the
CompaniesAct, 2013 are given inthe notes to financial statements.
21 . PARTICULARS OF EMPLOYEES
The information required pursuantto Section 197 of the Companies Act 2013 read with
Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
in respect of the employees of the company, is annexed to this report asAnnexure
E" 22, . DEPOSITS
Your Company has notaccepted any deposits from the public during the year under
review. 23, . COMMITTEES
The Company has constituted certain committees of directors as per the mandatory
requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. The details of
such committees are provided in the Corporate Governance Report, which forms part of the
Annual Report. 24. VIGILMECHANISM/WHISTLE BLOWER POLICY
The Company has a vigil mechanism/whistle blower Policy to deal with instance of fraud
and mismanagement, if any. The details. ofthe vigil mechanism Policy is explained in the
Corporate Governance Reportand also posted on the website of the Company. 25. PARTICULARS
OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SECTION 188(1) OF THE
COMPANIESACT, 2013: All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary course of business.
There are no materially significant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential conflict with the interest of the Company at large. None of the Directors has
any pecuniary relationships or transactions vis-a-vis the Company. Particulars of
Contracts or arrangement with related parties referred to in Section 188(1) of the
Companies Act, 2013, in the prescribed FormAOC-2, is appended as Annexure D to
the Board's Report. The Related Party Transactions Policy is available in ourwebsite,
www.ccclindia.com. 26. ENHANCING SHAREHOLDER VALUE
Your Company believes that its Members are among its most important stakeholders.
Accordingly, your company's operations. are committed to the pursuit of achieving high
levels of operating performance and cost competitiveness, consolidating and building for
growth, enhancing the productive asset and resource base and nurturing overall corporate
reputation. Your company is also committed to creating value for its other stakeholders by
ensuring its corporate actions positively impact the socio-economic and environmental
dimensions and contribute to sustainable growth and development. 27. TRANSFERTO RESERVES
There are noamounts thatare transferred to Reserves during the year. 28. CHANGEINNATURE
OF BUSINESS
There are nochanges inthe nature of business during the year under review. 29. SHARE
CAPITAL
Following allotment were made during the Financial year 2024-25 a. Tothe Promoters Mr.
R. Sarabeswar (97,51,494 equity shares) and to Mr. S. Sivaramakrishnan (99,25,333 equity
shares) Rs. 18.75 on Nov 8, 2024, by converting theirloan b. To Systematic Conscom Limited
2,85,71,436 equity shares@ Rs. 17.50 on Mar 27, 2025, by cash The Paid up share capital of
the Company was increased by 4,82,48,263 equity shares and the total paid up share capital
is 44,67,59,451 equity shares 30. ANNUALRETURN
The Annual Return as required under the provisions of Section 92(3) of the
CompaniesAct, 2013 and Rule 12 of the Companies (Managementand Administration) Rules, 2014
is available on the Company's website at www.ccclindia.com 31. COMPLIANCE OF SECRETARIAL
STANDARD
The Company has complied with the Secretarial Standards issued by The Institute of
Company Secretaries of India wherever applicable and approved by the Central Government as
required under Section 118(10)of the CompaniesAct, 2013. 32. GREEN INITIATIVES
From FY 2014-15,we started a sustainability initiative with the aim of going green and
minimizing our impact on the environment. This year, we are publishing only the statutory
disclosures in the print version of the Annual Report. Additional information is
availableon our website, www.ccclindia.com. Electronic copies of the Annual Report 2024-25
and Notice of the 28th Annual General Meeting are being sent to all the members whose
email addresses are registered with the Company/Depository Participant(s). 33.
ACKNOWLEDGEMENT
TheBoard of Directors of the Company wishes to express their deep sense of appreciation
and offer their sincere thanks toall the Shareholders of the Companyfor their unstinted
support to the Company. The Board also wishes to express their sincere thanks to all the
esteemed Customers for their support to the Company's business. The Board would also like
to place on record their deep sense of gratitude to the various Central and State
Government Departments, Banks, Organizationsand Agencies for the continued help and
co-operation extended by them. In the end, the Board would like to place on record their
deep sense of appreciation to all the executives, officers, employees, staff members, and
workers at the various sites.
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31.03.2025
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014] To The Members,
CONSOLIDATED CONSTRUCTION CONSORTIUM LIMITED, 8/33, PADMAVATHIYAR ROAD, JEYPORE COLONY,
GOPALAPURAM, CHENNAI- 600086. have conducted the secretarial audit of the compliance of
applicable statutory provisions and the adherence to good corporate practices by
CONSOLIDATED CONSTRUCTION CONSORTIUM LIMITED (hereinafter called the Company)
bearing CIN: L45201TN1997PLC038610. The responsibility of the Secretarial Auditor is to
express opinion on the compliance with the applicable laws and maintenance of records
based on audit. The audit was conducted in accordance with applicable Standards, and the
Standards require that the Secretarial Auditor comply with statutory and regulatory
requirements and plan and perform the audit to obtain reasonable assurance about
compliance with applicable laws and maintenance of records. The Secretarial Audit of the
Company was conducted in a manner that provided me a reasonable basis for evaluating the
corporate conducts/statutory compliances and expressing my opinion thereon. Based onmy
verification of the Company's books, papers, minute books, forms and returns filed and
other records maintained by the Company and also the information provided by the Company,
its officers, agents and authorized representatives during the conduct of secretarial
audit, hereby report that in my opinion, the company has, during the year under audit
covering the financial year ended 31.03.2025, complied with the statutory provisions
listed hereunder and also that the Company has proper Board- processes and
compliance-mechanismin placeto the extent, inthe manner and subjectto the reporting made
hereinafter. have examined the books, papers, minute books, forms and returns filed and
other records maintained by the Company for the financial year ended on 31.03.2025
according to the provisions of: [0) The Companies Act, 2013 (theAct) and the
Rules made there under; The company in general filed all the forms intime. (1) The
Securities Contracts (Regulation)Act, 1956 (SCRA') and the Rules made there under;
(l) The Depositories Act, 1996 and the Regulations and Bye-Laws framed there under; ( 1V)
Foreign Exchange ManagementAct, 1999 and the Rules and Regulations made there underto the
extent of Overseas Direct Investment and External Commercial Borrowings; (V) TheFollowing
Regulations prescribed under the Securities and Exchange Board of IndiaAct,1992
(SEBI Act'):- a) The Securities and Exchange Board of India (Substantial Acquisition
of shares and Takeovers) Regulations, 2011; b) The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulation, 2015; c) The Securities and Exchange Board of
India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the
Companies Actand dealing with client; d) The Securities and Exchange Board of India
(Listing Obligation and Disclosure Requirements) Regulations, 2015; (VI) Ihave also
examined compliancewith the applicable Clauses of the following: a) The Secretarial
Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on
General Meetings (SS-2) issued by the Institute of Company Secretaries of India as
notified by the Ministry of Corporate Affairs, effective from 1st day July 2015 further
revised during January 2024 in respect of the Board Meetings and the previous Annual
General Meetingfor which notices have been issued after the said date; b) The Listing
Agreements entered into by the Company with National Stock Exchange of India Limited and
BSE Ltd. During the period under review, the Company has complied in general with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc c) Company's website
related compliances in general are regularised and updated in a periodical manner.
(viry further report that the Company is generally regular in depositing the statutory
dues including TDS deductions, PF remittances, gratuity dues and GST/of filing periodical
return as relating to and applicable, with the appropriate authorities during the year
under audit. (il further report that the composition of the Board of Directors of the
Company with proper balance of Executive Directors and Non-Executive Directors, as also
the composition of various Board Committees has been complied during the year including
onthedate of the Annual General Meeting,tothe extent, inthe manner and subjecttothe
reporting made hereinafter. X1 further report that adequate notice is given to all
Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent in
advance, and a system exists for seeking and obtaining further information and
clarification on the agenda items before the Meeting and for meaningful participation at
the meeting. X) Ifurther report that, based on the verification of the recordsand minutes,
the decisions were carried out with the consent ofthe majority of the Board of Directors /
Committee Members and there were no dissenting members views recorded in the minutes.
Further, in the minutes of the General meeting, the members who voted, if any, against
resolutions have been properly recorded.
1) Ifurther report that there are adequate systems and processes in the company
commensurate with size and operations of the companyto monitor and ensure compliance with
applicable laws, rules, regulations and guidelines. (Xt Ifurther reportthat during the
year under audit, there were noinstances of: a. Redemption/Buy Back of securities. b.
Merger/ Amalgamations/reconstruction. c. Foreign Technical collaborations. (il However,
there is a preferential issue of shares both for conversion of loans to promoters and cash
and same is duly completed with the Regulation applicable in this regard. (XIV) Ifurther
report that the following point require attention and is beyond my comment:
a) There are overdue payments payable to MSME Enterprises under Micro, Small and Medium
Enterprises Development Act 2006.
Signature : Name of Company Secretary in Practice : N Balachandran
ACS No.: 5113 C P No:3200
Place:Chennai
UDIN:A005113G000221285
Date: 28.04.2025