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Apex Buildsys Ltd. Directors Report
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Year End :2015-03 
Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report along with the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

The financial results for the year under review are summarized below
for your consideration:
                                                        (Rs. in Lacs)

Particulars                            Year Ended         Year Ended
                                    31st March, 2015   31st March, 2014

Total Income                             18387.59         31,252.95

Profit before Depreciation & Tax          1459.62           5333.74

Less : Depreciation                        1397.5           4145.05

Profit/Loss before tax                  (9115.49)             33.78
Less : Tax Expenses

Current Tax                                     -              1.51

Deferred Tax                            (1582.97)              5.24

Add: Mat Credit Entitlement                     -              1.51

Profit /Loss after Tax                  (7532.52)             28.54
REVIEW OF OPERATIONS

The turnover (revenue from operations) of the Company for the year ended 31st March, 2015 is Rs. 18,335.74 lacs as against Rs. 31119.21 lacs in the previous year. The net loss amounts to Rs. 7532.52 lacs. No material changes have occurred since the date of the Balance sheet and this report, which has any adverse effect on the working of the company.

INDUSTRY SCENARIO

PEB sector in India has been going through a very difficult phase over the last three years and due which the Company wasn't able to perform well during the fiscal, and posted a net loss of Rs. 7532.52 lacs for the financial year 2014-15.

India's Media and Entertainment industry is expected to grow steadily over the next five years. The industry revenues are likely to exceed US$ 32.7 billion by 2019 from US$ 17.0 billion in 2014, growing at compound annual growth rate (CAGR) of 14.0 per cent between 2015 and 2020.

The management is optimistic about the good performance of the Company in near future.

PUBLIC DEPOSITS

Your Company has not accepted any public deposits under section 73-76 of the Companies Act, 2013. There are no unclaimed or unpaid deposits lying outstanding as at 31st March, 2015.

MATERIAL CHANGES

No Material changes occurred subsequent to the close of the financial year 2014-15 to which the balance sheet relates till the date of this report.

DIVIDEND

Due to loss in the financial year ending 31st March, 2015 your directors do not recommend any dividend for the year. Your Board is optimistic for early recovery and growth of your Company.

SHARE CAPITAL

The Authorised Share Capital of the Company is Rs. 400,000,000 (Forty Crores Only) divided into 200,000,000 (Twenty Crore Only) Equity Shares of Rs. 2/- (Rupees Two) each.

The Issued, Subscribed and fully paid up Capital of the is Rs. 13,71,85,912 (Thirteen Crore Seventy One Lacs Eighty Five Thousand Nine Hundred Twelve Only) divided into 6,85,92,956 (Six Crore Eighty Five Lac Ninety Two Thousand Nine Hundred Fifty Six Only) Equity Shares of Rs. 2/- (Rupees Two) each.

RESERVES

During the financial year, as on 31st March, 2015 the total reserves of the Company stood at Rs. 14,460.95. For detailed breakup of reserves see Note no. 3 of Balance Sheet annexed herewith.

CHANGE OF NAME

The Company has changed its name from "Era Buildsys Limited' to "Apex Buildsys Limited" with effect from 25th August, 2014. The change of name was approved by the members through Postal Ballot in the Meeting of the Company held on 11th of August, 2014.

DIRECTORS

Mr. Amit Bharana, Director retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for reappointment. The Board recommends his appointment as Director at the ensuing Annual General Meeting.

Mr. Hem Singh Bharana and Mr. Shiv Dayal Kapoor resigned from the directorship of the Company w.e.f. 14th August, 2014 and 22.03.2015 respectively. Also, Mr. Sushil Kumar Gupta has been appointed as Chief Financial Officer of the Company with effect from 30th of May, 2014.

Further, Mr. Hem Singh Bharana (again) and Ms. Chetna Kumar were appointed as an Additional Director of the Company w.e.f. 10th March, 2015. They hold the office up to the conclusion of this Annual General Meeting. There appointment as a Director of the Company is proposed at the ensuing Annual General Meeting of the Company.

As on 31 March, 2015 Mr. Amit Bharana, Ms. Chetna Kumar, S D Sharma and Mr. Hem Singh Bharana were the Directors of the Company.

Brief resumes of these directors proposed to be appointed/ re-appointed and other relevant information have been furnished in the Notice convening the Annual General Meeting. Appropriate resolutions for their appointment / re-appointment are being placed for approval of the members at the Annual General Meeting.

As per the provisions of the Companies Act, 2013, Independent Directors are eligible to hold office for a term up to five consecutive years and are eligible for re-appointment for the second term on passing special resolutions by the Company. During their tenure, they will not be liable to retire by rotation. The Company has received from all the Independent Directors consents for their appointment and declarations confirming that they meet the criteria of independence as envisaged under the Companies Act, 2013 and Listing Agreement.

Brief resumes of these directors proposed to be appointed/ re-appointed and other relevant information have been furnished in the Notice convening the Annual General Meeting. Appropriate resolutions for their appointment / re-appointment are being placed for approval of the members at the Annual General Meeting.

MEETINGS

During the year under review, Five Board Meetings were convened and held on 30/05/2014, 14/08/2014, 12/11/2014, 14/02/ 2015 & 10/03/2015. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

A declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 shall be enclosed as Annexure V.

An independent director shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company and disclosure of such appointment in the Board's report.

NOMINATION AND 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.

MANAGERIAL REMUNERATION:

A) Details of the ratio of the remuneration of each director to the median employee's remuneration and other details as required pursuant to Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

S PARTICULARS REMARKS No.

1. The ratio of the remuneration of Mr. Amit. Bharana (Whole Time each director to the median Director) - 17.56 Other Directors remuneration of the employees of do not draw any remuneration from the company for the financial year the company except by way of sitting fee.

2. The percentage increase in 13% increament in salary of remuneration of each director, company secretary Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year

3. The percentage increase in the median remuneration of employees in 5% the financial year

4. The number of permanent employees on the rolls of company 307

5.  The explanation on the             To provide market competitive
relationship between average           increments while simultaneously
increase in remuneration and           driving a performance culture and
company performance                    further to match inflation and
                                       to keep them motivated.

6.  Comparison of the remuneration     The KMP's working in the company
of the Key Managerial Personnel        are drawing remuneration at
against the performance of the         market competitive rates. Keeping
company                                in mind the Company performance
                                       the key managerial personnel were
                                       not paid variable salaries.
7. Variations in the market Table 1 capitalization of the company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the company as at the close of the current financial year and previous financial year

8. Average percentile increase Employees in middle & lower already made in the salaries of grades were given an employees other than the managerial average salary increase of 5% personnel in the last financial to match inflation and year and its comparison with the to keep them motivated. percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

9. Comparison of the each remuneration NA of the Key Managerial Personnel against the performance of the company

10. The key parameters for any variable NA component of remuneration availed by the directors

11.  The ratio of the remuneration          There is no employee
of the highest paid director to             in the Company who is
that of the employees who are not           receiving higher
directors but receive  remuneration         remuneration than
in excess of the highest paid               Managing Director of
director during the year                    the Company.
12. Affirmation that the remuneration is as per the remuneration policy of YES the company.

                                    Table No. 1

Close Price (in Rs.)               31-Mar-14              31-Mar-15

      NsE                            14.35                  4.95

Close Price (in Rs.)               31-Mar-14              31-Mar-15

      BSE                            11.48                  8.61

Market Cap (in ')                  31-Mar-14              31-Mar-15

      BSe                          787447135              590585351

IPO vs March 31, 2015 (in Rs.)        IPO                31-Mar-15

Price (adjusted)*                      2                   8.61

 Price / Earning                   31-Mar-14              31-Mar-15

      BSE                           0.042                  N.A.

Close Price (in Rs.)                                      % Change

      NsE                                                  -65.51

Close Price (in Rs.)                                      % Change

      BSE                                                    -75

Market Cap (in ')                                         % Change

      BSe                                                    -75

IPO vs March 31, 2015 (in Rs.)                           % Change

Price (adjusted)*                                          430.5

 Price / Earning                                          % Change

      BSE                                                    N.A.
* Price of share offered in IPO, which was Rs. 10 of face value of Rs. 10 has been adjusted to present face value of share i.e. five shares of Rs. 2 each.

PARTICULARS                                                  DETAILS
B) Details of the every employee of the Company as required pursuant to 5(2) of the Companies NONE (Appointment and Remuneration of Managerial Personnel) Rules, 2014

C) Any director who is in receipt of any commission from the company and who is a Managing NIL Director or Whole-time Director of the Company shall receive any remuneration or commission from any Holding Company or Subsidiary Company of such Company subject to its disclosure by the Company in the Board's Report.

D) The following disclosures are mentioned in the Board of Director's report under the heading "Corporate Governance", if any, attached to the financial statement: -

(i) All elements of remuneration package such as salary, benefits, bonuses, stock options, pension, etc., of all the directors;

Particulars                                         Mr. Amit Bharana
                                                 (Whole Time Director)

Basic Salary                                             1552748.92
allowance and Contribution to PF and Other Funds 2432538.00

Total                                                  39,85,287.00
(ii) Details of fixed component and performance linked incentives along with the performance criteria; NA

(iii) Service contracts, notice period, severance fees; NA

(iv) Stock option details, if any, and whether the same has been issued at a discount as well as the period over which accrued and over which exercisable. NA

CAPITAL FORMATION & REDUCTION OF CAPITAL

During the year under purview your Company neither enhanced the share capital of the Company nor reduced the same.

INTRODUCTION AND APPLICABILITY OF NEW COMPANIES ACT, 2013

The Ministry of Corporate affairs vide its Notification dated: 26th March, 2014 has notified the commencement of New Companies Act, 2013, w.e.f. 1st April, 2014.

Your Company is fully compliant with the Companies Act, 2013 and rules and regulations therein as applicable on the Company.

AUDITORS

As per the provision of Section 141 of the Companies Act, 2013 read with rule 6 of the Companies (Audit & Auditors) Rules, 2014. M/s. P.C. Bindal & Co., the retiring auditors of the company can be further appointed as statutory auditors for another term of 2 (Two) consecutive years i.e., till the conclusion of 25th Annual General Meeting to be held in the year 2017. The Company has obtained necessary certificate under section 141 of the Companies Act, 2013 from the auditor conveying their eligibility for the above appointment. The Audit Committee and the Board reviewed their eligibility criteria, as laid down under section 141 of the Companies Act, 2013 and recommended their appointment as auditors for the above said period.

SECRETARIAL AUDITOR

As per provisions of Section 204 of the Act, the Board of Directors of the company has appointed M/s. SKP & Co., Practicing Company Secretaries (C.P. No.: 6575), as Secretarial Auditors of the Company for the purpose of auditing the Secretarial activities of the Company for the financial year 2014-15. The Secretarial audit report issued by the said auditors in form MR- 3 has been annexed to this report as 'Annexure VI'.

With respect to the observations made in the Secretarial Audit Report, the proper steps are being taken by the Management so as to comply with the provisions.

INTERNAL AUDITOR, INTERNAL AUDIT & CONTROLS

The Company has implemented proper internal audit mechanism and the internal audit is being done by the internal auditing department of the Company and the Audit Committee is regularly being apprised of the findings of the Internal Audit Department.

The observation made by secretarial auditor on internal audit mechanism of the Company is self-explanatory and doesn't require any further explanation.

AUDIT COMMITTEE

During the financial year the Audit Committee consists of following members namely Mr. S. D. Sharma, Ms. Chetna Kumar and Mr. Amit Bharana out of which two are independent Directors. Mr. S. D. Sharma was the Chairman of Audit Committee. All members of the Audit Committee possess sufficient knowledge and experience in the field of Finance and Accounts. The Committee composition is in accordance with the provisions of Companies Act and Listing Agreement.

AUDITORS' REPORT

The Auditors' Report does not contain any adverse remark or qualification hence the same do not call for further information or explanation. The observations and comments given by the Auditors read together with notes to accounts are self-explanatory; hence do not call for any further comments under provisions of the Companies Act, 2013.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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; and

(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.

(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.

PARTICULARS OF EMPLOYEES

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure II.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, as amended from time to time is as per below mentioned details.

CONSERVATION OF ENERGY:

The Company lays great emphasis on savings in the cost of energy consumption. Achieving reduction in the per unit consumption of energy is an ongoing exercise in the Company; this includes periodical check-ups, preventive maintenance and calibration of all electrical instruments & machineries. Effective measures have been taken to minimize the loss of energy as far as possible.

The detail regarding present energy consumption including captive generation is furnished as below:

I. Power & Fuel Consumption

1.  Electricity Purchased                       2013-14       2014-15

   Unit                                       1,820,785       1599918

   Total Amount                              13,058,109      13183616

   Rate/Unit (Rs.)                                 7.17          8.24
2. Own Generation through Diesel Generator

   Unit                                         163,629        148363

   Units per lit. of Diesel Oil               2,242,967       2094882

   Cost/Unit                                      13.71         14.12
II. Consumption per unit of Production

                                               2013-14        2014-15

Production (MTs)                               12697.94       9271.02

Electricity (Unit/MT)                            143.39        172.57

Electricity ('/ Mt)                            1,028.36       1422.02

Diesel (Unit/Mt)                                  12.89         16.00

Diesel ('/MT)                                    176.64        225.96
Technology Absorption:

Your Company deploys latest updated technologies such as Highway Girders, Pipe Racks to the level of 2800 mm height of beam manufacturing with automatic welding, CNC punching & shearing, CNC sheet profiling and Multi torch flame cutting. This technology implemented by the company is best available in the world in the field of Pre-engineered Buildings.

The foreign exchange earning/outgo during the year are as under:

                                                        (Rs. in Lacs)

Particulars                         Current Year        Previous Year

Foreign Exchange Earning                     Nil               Nil

Foreign Exchange Outgo                     12.18              1.20
SUBSIDIARY COMPANY

M/s Silverline Cinemas Private Limited is the only Wholly Owned Subsidiary of the Company. Copies of the Balance Sheet, Profit & Loss Account and Reports of the Auditors' and Directors' of the Subsidiary Company have not been attached as per the consent granted by the Board of Directors of the Company in terms of general exemption granted by the Ministry of Corporate Affairs, Government of India. However as per the terms of general exemption, a statement containing brief financial details of the subsidiary company for the year ended 31st March, 2015 is included in the Annual Report. ('Annexure IV') As required under the Listing agreement with the Stock Exchange, the Company has prepared the Consolidated Financial Statements of the Company and its subsidiary as per the Accounting Standard (AS) 21, Consolidated Financial Statements which form part of the Annual Report and Accounts.

The Annual Accounts of the subsidiary company and the related detailed information shall be made available to shareholders of the Company seeking such information. The Annual Accounts of the subsidiary company are also kept for inspection by any shareholder at the registered office of your Company.

Particulars of loans, guarantees or investments under section 186 Details of Loans:

Sl.      Date of      Details      Amount       Purpose for which the
No.      making       of                        loan is to be utilized
         loan         Borrower                  by the recipient

                                                             NA

Sl.        Time period     Date      Date        Rate of      Security
No.        for which       of BR     of SR       Interest
           it is given              (if reqd)

                                              31st Mar., 2015

                                         No. of Share   ( Rs. in Lacs)

Investments in Government Securities                           0.38
Investment (Long Term, Fully Paid Up)

A. Quoted Shares

   Castrol India Ltd                           60               0.05

   Choksi Tube Company Ltd.                   200               0.08

   Indo Bosch Gems and Jewellery Ltd.         100               0.04

   Indo French Biotech Enterprises Ltd.      1000               0.48

   ITC LTD (Face Value Rs. 1/-)               750               1.02

   Jindal Stainless Ltd.                      220               0.27

   Jindal Steel & Power Ltd. (Face
   Value Rs. 1/-)                            2400               0.18

   Nagarjuna Fertilizers & Chemicals
   Ltd. (Face Value Rs. 1/-)                  110               0.03

   Nagarjuna Oil Refinery Ltd.                100                  -

   Nahar Industrial Enterprises Ltd.          120               0.26

   Nalwa Sons Investments Ltd.                 16                  -

   NEPC India Ltd.                            520               0.60

   NEPC Tea Garden Ltd.                         6               0.00

   Paam Pharmaceuticals (Delhi) Limited       500               0.37

   Pasupati Spinning and Weaving Mills Ltd.    80               0.25

   Ready Food Ltd.                           1800               0.48

   Rohini Strips Ltd.                         400               0.11

   Saraswati Industrial Syndicate Ltd.        100               0.36

   Skyline NEPC Ltd.                          600               0.31

   Surlux Diagnostic Ltd.                    1000               0.35

   Vikas Hybride Ltd.                         200               0.14

   Western Paques (I) Ltd.                    100               0.25

   Whirlpool of India Ltd.                    125               0.30

   Total                                                        5.92
B. Unquoted

   1.  Debentures (Non Trade)                                   0.07

   2.  Others                                                      -

   3.  Subsidiary (Trade)                                      81.86

Sl.      Date of                           Details of          Amount
No.      providing security                recipient
         guarantee

Sl.     Purpose for which the security/      Date Date      Commission
No.     guarantee is proposed to be          of BR          of SR
        utilized by the recipient           (if any)

             NA
1. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub- section (1) of section 188 of the Companies Act, 2013 including certain arm's length transactions under third proviso thereto has been disclosed in Form No. AOC-2. As Annexure III (Format enclosed).

EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I .

VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company.

RISK MANAGEMENT POLICY

A statement indicating development and implementation of a risk management policy for the Company including identification therein of elements of risk, if any, this in the opinion of the Board may threaten the existence of the company.

CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed with the report.

CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION ANALYSIS

A Company holds fiduciary relationship with its stakeholders and community, where the Board of Directors of the Company acts as trustee to all the stakeholders of the Company to enhance the stakeholder's value and protect their interest. Your Company is committed to benchmark itself with global standards in all areas including appropriate standards for Good Corporate Governance. Towards this end, an effective corporate governance system has been put in place in the Company, which also ensures that the provisions of Clause 49 of the Listing Agreement are duly complied with. A report on Corporate Governance along with Certificate on its compliance from Ms. Pooja Anand, Company Secretary in Practice is enclosed with this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is not required to constitute the CSR committee to formulate, implement and monitor the CSR Policy of the Company.

HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to BSE where the Company's Shares are listed.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

                           For and on behalf of the Board of Directors
                                             For Apex Buildsys Limited
                              [Formerly known as Era Buildsys Limited]

                                                        (Amit Bharana)
Place: Noida                         Chairman and Whole Time Director
Date: 2nd December, 2015                              (DIN: 01291420)


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