Capacit'e Infraprojects Limited — Board/Management Information 2020

Feb 17, 2020

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Ref : CIL/STEX 30/Q2FY20 Date : July 19, 2019 To, The Secretary, The Secretary, BSE Limited National Stock Exchange of India Limited Corporate Relation Dept. Plot No. C/1, G Block, P.J. Towers, Bandra Kurla Complex Dalal Street, Fort, Bandra (East) Mumbai-400 001 Mumbai-400 051 Scrip Code – /Scrip Id: 540710/CAPACITE Scrip Symbol: CAPACITE

Dear Sir/ Madam,

Sub: Outcome of the Board Meeting held on July 19, 2019

With reference to intimation submitted to the stock exchanges dated July 15, 2019 for schedule of Board Meeting and pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended this is to inform you that the Board of Directors in their meeting held today i.e. July 19, 2019 at the office of the Company situated at 808 B, 8[th] Floor, One BKC, Plot No. C-66, Bandra Kurla Complex, Bandra East, Mumbai – 400 051, commenced at 12:30 p.m. and concluded at 1:45 p.m., inter alia, considered and approved the following:

1. Appointment of M/s. Mahajan and Aibara, Chartered Accountants, as Internal Auditors for the Financial Year 2019-20

2. Appointment of M/s. Y. R. Doshi & Associates, Cost Accountants as Cost Auditors for the Financial Year 2019-20.

3. Consideration and recommendation of re-classification of Authorized Share Capital of the Company to the Shareholders. Please see below, the details of the resolution in this regard:

“ Re-classification of existing Authorized Share Capital of the Company of ₹80,00,00,000/- (Rupees Eighty Crore only) divided into 7,66,50,000 (Seven Crore Sixty Six Lakhs Fifty Thousand) equity shares of ₹10/- (Rupees Ten only) each aggregating to ₹ 76,65,00,000/- (Rupees Seventy Six Crore Sixty Five Lakhs only) and 16,75,000 (Sixteen Lakhs Seventy Five Thousand) Compulsory Convertible Cumulative Preference Shares of face value of ₹ 20/- (Rupees Twenty only) each to ₹ 80,00,00,000/- (Rupees Eighty Crore only) divided into 8,00,00,000 (Eight Crore only) equity shares of ₹ 10/- (Rupees Ten only) each to be reclassified to ₹80,00,00,000/- (Rupees Eighty Crore only) divided into 8,00,00,000 (Eight Crore only) equity shares of ₹10/- (Rupees Ten only) each and the same shall be placed before the members at ensuing General Meeting for approval .”

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4. Consideration and recommendation of fund raising by way of issue of securities of the Company. Please see below, the details of the resolution in this regard:

“ Fund raising by way of an issue of further capital through a private placement of equity shares including by way of a qualified institutions placement in accordance with Chapter VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, (“ SEBI ICDR Regulations ”) or preferential issue of equity shares in accordance with Chapter V of the SEBI ICDR Regulations or issue of any other eligible securities, to such investors that may be permitted to invest in such issuance of securities of the Company for an aggregate amount upto ₹ 250 Crores (Rupees Two Hundred & Fifty Crores) subject to receipt of such approvals as may be required including the approval of the members at a General Meeting or through postal ballot and further subject to such other statutory/regulatory approvals, as applicable from time to time. ”

This is for your information. Kindly take the same on records.

Thanking you,

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M & A Introduction
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 Established for over 35 years

 Specialized only in internal audits and risk consulting.

 Near 90% of Revenue from Risk Consulting & > 75% from Internal Audit

• No statutory audit or regulatory practice.

• 9 Partners / Directors and several Managers exclusively on internal audits

 Active Partner involvement in execution. Responsiveness & dedication of a niche consulting firm.

• ~

• 200 strong professional team with 170 in .

• Mumbai & 15 each in Pune & Bangalore

• Value Delivery focused internal audit through blend of assurance & consulting.

Our Value Proposition

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1
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•
Distinct focus leading
to best-in-class service
offerings
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• We exceed our clients’ expectations as demonstrated by our consistent engagement renewals. M&A has several client relationships spanning over two decades

2

3

• We possess the knowledge and depth of the Big 4 & responsiveness and dedication of niche consulting.

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•
Pragmatic guidance
customized to
each situation
Industry & solutions
specialization
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• Focus is on partnering with stakeholders to find purposeful, practical, implementable and sustainable solutions. Workshops are also conducted on this subject.

4

• Significant investments in development of audit tools, technologies and knowledge database to ensure delivery of quality services.

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Tools, technology
& knowledge
database to provide
quality services
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Mahajan & Aibara

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What M & A Internal Audit (IA) Will Deliver

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Support and assist the Board in:

• Discharging governance responsibility

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Assurance
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• Greater control assurance for all key risks

• Independent evaluation of policies, procedures and applicable laws

• Business supportive practical solutions

Assist in enhancing operational efficiency by:

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Business Support
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• Cost reduction / revenue maximization

• Asset control and capacity utilizations

• Recommendation of best practices

• Elimination of non-value adding activities

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Monitoring
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• Track and monitor key implementation of IA recommendations

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Mahajan & Aibara

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What M & A Internal Audit Will Deliver

 Support & assist the Management in discharging Governance

responsibility

• Provide greater Control Assurance for all Key Risks

• Independent evaluation of compliances with policies, procedures &

applicable laws

• Business supportive practical solutions

• Assist in enhancing Operational Efficiency involving:

• Cost reduction / Revenue Maximization

• More effective utilization of assets / investments

• Recommendation of Leading Practices

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• Elimination of Non-Value Adding Activities

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Mahajan & Aibara

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M & A - Value Propositions And Differentiators

• A structured & client customized IA approach that focuses not only on assurance but also on opportunities for business

excellence.

• Active role of Partners with several years of IA & business exposure to deliver compelling value.

• Focus on implementation of sustainable recommendations that prevent control gaps and create optimization & efficiency.

• Benchmark processes & practices using our robust knowledge database of Current & Emerging Risks and Leading Mitigation Practices across MNC and Indian Companies.

• Solutions oriented partnering approach enabling greater ‘buy in’ by Process Owners.

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Mahajan & Aibara

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M & A - Value Propositions And Differentiators

• Strong Value Delivery far in excess of fees leading to track record of high client retention .

• “Deep Dive” approach well beyond process walkthroughs

& limited sample selection.

• Innovators’ mindset that challenges status quo

• Use of Data Analytics to analyse target population to identify Trends, Anomalies or Relationships & to initiate corrective actions

• Experience & Capability for large co-sourced & out-sourced Management Audit projects.

• Focus on Effective Implementation & not only reporting

• Excellent experience in ERP environment.

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Mahajan & Aibara

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PROFESSIONAL PROFILE

Y.R.Doshi & Associates C O S T A C C O U N T A N T S (Regn No 000286) C-7 /14 , Jeevan Bima Nagar, Borivli (West), Mumbai - 400 103, Ph: 2895 3385, M: 9833560909, 9819250147 email ID : yrdassociates@gmail.com

Mr. Y.R.DOSHI, M.Com FICAI – Sr. Partner

Professional profile:

• 1969 to 1974 - M/s Mahindra & Mahindra Ltd - Budgeting, Costing, Finance and Management Information cells;

• 1974 (6 Months)

• M/s Sharp & Tannan, Chartered Accountants - Management Consultancy Division

• 1975 - Set up M/S Y.R.DOSHI & CO ., a proprietor firm of practicing Cost Accountants in 1975;

• 1988

• Inducted Partner on being encouraged by expansion of professional opportunities

• 2011

• Set up M/s Y. R. Doshi & Associates , a partnership firm with two partners and Senior Managers to extend services in fields, like, Audit, Costing & MIS System development, Statutory Compliance, System Audit & Performance Analysis and so on…

Experience

• More than 50 years in Cost Audit and Consultancy

• Service Rendered - More Than 30 Industries, Hotel Management, Hospitals and Club House

• Honorary Service

• 1. Active member of CAMAP, a voluntary organization of practicing cost accountant at Mumbai, since 1980; has served the organization as Chairman, Secretary and Internal Auditor

  2. 2 Elected to Western India Regional Council of ICWAI for 3 consecutive terms from 1992 to 2001

  3. 3 Elected to the Central Council of ICWAI during 2001

• Social Service - 1 Elected as president of Lions Club, Borivli (W) for the year 1988-89

  • 2 Honorary Advisor to the Managing Trustees of Sir H.N. Hospital – Mumbai for 11 years from 1989 to 1999

  • 3 Honorary Advisor to Ashwini Kumar Medical Relief Society since 1995

Mr. Naresh Ashara M. Com, FICAI – Partner

Professional Profile:

• 1975 - Reliance Industries, Ahmedabad – worked in data processing department (IBM)

• 1979-80 - Mr. Y. R. Doshi in Textile mills in Ahmedabad – setting up Cost Accounting Record system to commensurate with Statutory Audit Report

• 1981-87 - Gujarat State Textile Corporation as Cost Accountant – served in two Textile units at Ahmedabad & Vadodara; working as Head of MIS and Costing Department; Worked & developed rehabilitation project profile to be submitted to bank for modernization of mill unit; member of committees for production planning, resource usage, departmental performance

• 1988-92 - Diamond & Gem Development Corporation, Company engaged in Industrial City development for Diamond factories at Sachin (Surat), as Manager (Accounts, Finance & Costing) – Company managed development of Turnkey Diamond factory unit; work scope enhanced to take care of administration and accounting of diamond factories run by Company;

• 1992-2004 - Mr. Y. R. Doshi and conducted Consultancy and Cost Audit at Ahmedabad and Gujarat up to 2000 and then in Mumbai up to 2004; came across functioning of many industries, where his major assignments were related to Cost Accounting system development, operational system audit, internal audit, organizing ERP customization, MIS & Record maintenance system development, etc.

• 2005-2010 - Chief Internal Auditor - M/s Kasyap Sweetners Ltd., having Sorbitol (maize extract) manufacturing two units at Badnawar (Ratlam) and Vapi (Gujarat) – working area covered System & Procedure audit, Performance Audit, Advisory for ERP customization, Accounts and Transaction Scrutiny, etc.

• 2011 - Joined as partner with Mr. Y. R. Doshi and set up new partnership firm M/s Y. R. Doshi & Associates

• Experience -

• More than 40 years in Cost Audit and Consultancy

• Service Rendered - 20 Industries of Small, Medium and Large size

ACADEMIC & PROFESSIONAL DEVELOPMENT:

Key Executives and staff of Cost Assistants and Cost Trainees are encouraged to keep equipped with latest developments in the fields of Finance & Cost Management through relevant literature, magazines, books, etc. Efforts are made to imbibe and improve upon various skills required for carrying out consultancy and other assignments of the firm. We give scope to Associates, Executives for independent thinking and decision making. The staff is well versed with Computer operations and Accounts package.

Qualified Cost Accountants in Team

Mr. Tapan Gaitonde, B.Com., AICAI

He is associated with the Company for carrying out of specific assignment of certain Companies. He is B.Com. and Associate member of Institute of Cost & Works Accountants of India. He joined the firm as Cost Assistant in 2013 and promoted to Senior Team Leader since 2015. He has good experience of Cost Accounting records maintenance & analysis and working on SAP system.

Ms. Hemangi Shinde, B.Com, AICAI

She is B.Com. and Graduate of Institute of Cost & Works Accountants of India.. She has joined the firm as Cost Executive in April 2013. She has back experience of Cost Audit and product Costing.

Ms. Monika Jagad, B. Com, AICAI

She is associated with the Company for carrying out of specific assignment of Product costing, CAS 4 and Cost & Accounts Audit. She is B.Com. and Associate of Institute of Cost & Works Accountants of India. She joined the firm as Manager Cost in 2013. She has back experience of Accounts, Audits, Costing and Indirect Taxation.

COST EXECUTIVES

Mr. Pramod Sangade :

He is B.Com. He has joined the firm as executive assistant in January 2007. Earlier, he was working as Accountant with Chartered Accountants for 4 years and has experience in taxation, audit and maintenance of financial accounting records. He has under gone Vat Audit Course. He has gained experience in compilation of cost records, cost audit and MVAT & Service tax audit.

Mr. Zeeshan Hasmani

He is Intermediate of ICAI . He has joined the firm as Cost trainee in June 2012 and is promoted as Cost Executive w.e.f January 2013. He is having very good experience Cost Records verification/audit and product costing. He manges small assignment independently.

Mr. Kishor Katkar :He is M.Com. and Intermediate of ICAI. Earlier, he has done C.A. article ship and work with Chartered Accountant firm.

SERVICES OFFERED

The firm offers a wide range of professional services in the field of Business Structuring, Planning including Financial Management Systems, Business Valuation, Management Audit, Cost Audit, Statutory Cost Compliance Certification, Depreciation fixation as per Companies Act, 2013, Inventory Management, Investigation, Certification in Statutory Pricing, Indirect taxes and Valuation of products for Customs, Excise, GST and Tariff determination in multi-national / multi unit environment as under:

Management Consultancy and Assistance in System Implementation

• Designing Financial accounting systems with suitable Internal Control procedures to generate reports related to Management Information System;

• Developing Product Costing and based thereon suitable product Pricing for Competitive environment in international markets involving foreign currency risk. Giving suggestion on risk management

• Designing systems for stores accounting and effective inventory management cost of decision making.

• Cost analysis for decision making.

• Cost Reduction Studies in management and marketing areas.

• Business valuation and Long/Short Term Bank Financing; Stock audit & valuation

Cost Audit and Consultancy

Cost Audit was conducted and consultancy given to odd clients covering following industries.

Ferrous & Non-Ferrous metal, Healthcare, Organic & Inorganic Chemicals, Engineering machinery, Fertilizers, Vehicles, Pulp & Paper, Packaging, Sugar, Textiles, Electricity, Petroleum, Construction & Infrastructure, Rubber, Pharmaceutical, Edible Oil, Agro products, Insecticides, Vanaspati, Diagnostics and Surgical Instruments, etc.

Indirect Tax and Consultancy

GST application, implementation and compliance

Internal / Operational / Inventory Audit

Implementation of Management Control and audit systems in Health Care club, Chemicals, Textiles, Distillery, Dyes, Construction, and Engineering Companies, etc.

Stock Audit and Receivables (Book Debts) Audit

Large Companies entrusted by Bank of India.

Certification for cenvat credit for Service Tax and abatement

Inter Unit/ Company Transfer Pricing Certification – CAS 4 – required Certification under Excise Valuation Rules for Cost of Production; Now same is under consideration for certification under GST

Evaluation of areas for Export Incentives viz:-Duty drawback, Advance license, DEPB and DFRC schemes of Government of India.

Special Industrial assignments:

POWER SECTOR

In the year 2004, Maharashtra State Electricity Board (MSEB) had entrusted Cost Audit of Three Power stations viz., one each as a Pilot Project for Thermal, Gas and Hydro based power generation plants for six month period April-September 2003. Thereafter, MSEB entrusted assignment of guidance in implementing of cost accounting records and Cost Audit of all power generating stations for the year 2003-04 and 2004-05.

MSEB also entrusted cost audit of three pilot O&M Distribution circles for the six month period April-September 2004. Thereafter MSEDCL assigned cost audit of 23 O & M distribution circles for the year 2004-05.

Maharashtra State Power Generation Co. Ltd., Maharashtra State Electricity Transmission Co. Ltd and Maharashtra State Electricity Distribution Co. Ltd. has appointed the firm as Cost Auditors for the year 2005-06 consequent to issue of Cost Audit order by Ministry of Company Affairs in November 2005.The firm has conducted Training Programmes for O&M Distribution Zones, EHV Transmission and TPS and HPS Generation Plants. In house Training program provided to MSPGL, MSEDCL and MSETCL. staff for cost compilation and maintenance of cost records all over Maharashtra.

CONSTRUCTION & INFRASTRUCTURE

Shri Ram Urban Infrastructure Ltd.

It is bringing up “Palais Royale” unique residential project of 42 Lacs Sq. Ft. built up area ; We are retained as Cost Consultant cum Auditor for

• Project cost data audit and evaluation for construction activity since February, 2011;

• Development of Activity based Costing

• Development of Cost data records’ system

• “Cost Audit Report” under Cost accounting Record Rules, 2013

Capacit’e Infrastructure Limited

The Company is engaged in real estate development and is having tens of projects spread over India in different states. We are associated with Company as Cost Consultant cum Auditor for

• Project wise evaluation

• Verification of Cost Controls and internal project controls

• Management Information report

• Cost Audit Report under Cost Accounting Record Rules, 2014

MAJOR CLIENTS SERVED

 Associate Aluminum Pvt. Ltd.  Atlanta Ltd. (Infrastructure)  Bajaj Auto Ltd.  Biopac India Corporation Ltd  Black Rose Industries Ltd.  Bliss GVS Pharmaceutical Ltd.  Chase Bright Steel Ltd.  Chokshi Image Ltd.  Core Jewellery Pvt. Ltd.  Deepak Fertilisers and Petrochemicals Corpn. Ltd.  Dipak Vegetable Oils Industries Ltd.  Donear Industries Ltd.  Ecoplast Limited  ExxonMobil Lubricants India Pvt. Ltd.  Excel Industries Ltd.  Fine Organics Private Limited  Fuma Umbrella Pvt. Ltd.  Haldyn Glass Limited  Hanjer Fibres Ltd.  Hard Castle & Waud Industies Ltd.  Hard castle Petrofers Ltd.  Haren Textiles Pvt.Ltd.  Hindustan Spinning and Weaving Company Ltd.  Idemitsu Lube India Pvt Ltd  India Sugar & Refineries Ltd.  Indian Energy Management Services Pvt. Ltd.  Indian Smelting & Refining Co. Ltd.  Inter Carat Jewelry Pvt Ltd  ITS (India) Pvt. Ltd.  Janak Healthcare Pvt. Ltd.  J.B.F. Industries Ltd.  J. M. Baxi & Co.  J. K. T. Enterprise  Jam Shri Ranjitsinghji Spg. & Wvg. Mills Co.Ltd.  Jewelex India Pvt. Ltd. & Jewelex International Pvt. Ltd.  Kalindi Medicure Pvt. Ltd.  Kasyap Sweetners Ltd.  Khatau Makanji Spg. & Wvg. Co.Ltd.  Kirloskar Pneumatic Co.Ltd. (Tractor Division)  Latim Lifestyle & Resorts Ltd.  Macloeds Pharmaceuticals Ltd.  Maestros Mediline Systems Ltd.  Maharashtra State Electricity Board (MSEB)  Maharashtra State Power Generation Co. Ltd.  Maharashtra State Electricity Distribution Co. Ltd

 Mahindra & Mahindra Ltd  Meridian Chem Bond Pvt Ltd  Medigraph Pharmaceuticals Pvt. Ltd.  M. K. Printpack Pvt. Ltd.  Mohit Diamonds Pvt Ltd  MP Power Generation Company Limited.  Mukund Ltd  Nagarjuna Construction Company Ltd.  National Agriculture Co-operative Marketing Federation of India Ltd.  Navneet Motors  Neogen Chemicals Ltd.  Neosym Industries Ltd.  Posco Engineering & Construction India Pvt. Ltd.  Prijai Heat Exchangers Pvt. Ltd.  Propack Industries Pvt. Ltd.  Pudumjee Industries Ltd.  Pudumjee Pulp & Paper Mills Ltd.  Pure Dia Jewels Pvt Ltd  Raghuveer Urban Infrastructure Private Ltd.  Rajshi Constructions Pvt Ltd  Revashankar Gems Ltd.  S. Kumars Ltd.  Santo PSR Protectors Pvt. Ltd.  Sanvin Laboratories Pvt. Ltd.  Sarangpur Cotton Mfg. Mills Ltd.  Shankar Jewels Ltd  Shilp Engravers Ltd.  Shri Ram Urban Infrastructure Ltd.  Shrinath Motors  Solitaire Honda  Span Diagnostics Ltd.  Supergems Jewellery Mfg Pvt Ltd

 Tech Process Solution Ltd.

 Travaini Vacuum Industries Ltd.  Tristar Diamond & Jewellery Pvt Ltd  Udaipur Phosphate & Fertilizers Ltd.  Unichem Laboratories Ltd.

 Uni-design Jewellery Pvt Ltd  Vas Infrastructure Ltd.

 Victoria Mills Ltd.

 Voltas Ltd.

 Windals Precision Pvt. Ltd.  Yashraj Containeurs Ltd.

 Zenith Birla (India) Limited

 Zenith Rubber Industries