Dear Members,
Your Director's have pleasure in presenting the 48th Annual Report of your Company together with the Audited Financial Statements
for the Financial Year Ended 31st March, 2025.
Financial Results
(' in Lakhs)
Standalone Consolidated
Particulars
2025 2024 2025 2024
Total Revenue (including other income) 15,854.96 11,051.23 17,703.06 13,303.33
Total Expenditure (including Finance Cost) 16,644.14 14,516.13 18,437.84 16,576.70
Finance Cost 552.4 182.44 552.4 182.44
Profit /(Loss) before tax for the period (789.18) (3,464.90) (735.28) (3,273.37)
Tax Expense (177.66) (149.17) (151.28) (84.66)
Profit/(Loss) for the period (After tax and Exceptional Item) (611.53) (3,315.74) (584) (3,188.72)
Non-controlling Interest (in-case of consolidated) 0 0 456.99 426.33
Capital Reserve 3,468.64 3,468.64 3,468.64 3468.64
Capital Redemption Reserve 182.89 182.89 182.89 182.89
General Reserve 1,641.27 1,641.27 1,641.27 1,641.27
Retained earnings 679.42 1,290.95 1093.42 1685.98
Legal/ Statutory Reserve 0 0 69.26 69.26
Consolidation Adjustment Reserve 0 0 215.11 215.11
Results of Operations
On a Standalone basis, during the year, your Company has earned revenue from operations to the extent of Rs. 15,507.92 lakhs as
against Rs. 10,559.58 lakhs in the previous year. The expenditure incurred during the year under review was Rs. 16,644.14 lakhs as
against Rs. 14,516.13 lakhs in the previous year. After tax expense of Rs. (177.66) lakhs during the year under review, the loss for the
year stood at Rs. (611.53) lakhs as against after tax loss of Rs. (3,315.74) lakhs in the previous year.
The total consolidated revenue from operations of your Company for the year ended 31st March, 2025 was Rs.17,284.44 Lakhs
compared to Rs. 12,748.68 lakhs in the previous year and the expenditure incurred was Rs. 18,437.84 lakhs against Rs. 16,576.70 lakhs
in the previous year which resulted in a consolidated loss before tax of Rs. (735.28) lakhs during the year as against before tax loss of
Rs. (3,273.37) lakhs in the previous year. After tax expense of Rs. (151.28) lakhs during the year under review, the consolidated loss for
the year stood at Rs. (584.00) lakhs as against loss of Rs. (3188.72) lakhs in the previous year.
Change in the Nature of Business
During the year under review, there is no change in the nature of business of the Company.
However, the company has changed its name from "SEMAC CONSULTANTS LIMITED" to "SEMAC CONSTRUCTION LIMITED." with effect
from 19th May, 2025 as per fresh incorporation of certificate pursuant to change of name issued by the Registrar of Companies,
Coimbatore.,
The Board of Directors, via a circular resolution dated 09th April 2025, approved the proposal for change of Name of the Company.
Thereafter, Members via postal ballot resolution approved the change of name of on 10th May 2025.
Subsidiary, Joint Venture and Associate Company
The Company has 2 subsidiaries namely M/s. Semac and Partners, LLC and Semac Construction Technologies India Private Limited - a
subsidiary within the definition of SEBI (Listing Obligations and Disclosure Requirements) Rules, 2015.
The consolidated Financial Statements of the Company were prepared in accordance with the applicable Accounting Standards and
have been annexed to the Annual Report.
The Board of Directors, at its meeting i.e. 26th June 2025
has considered and approved to make investment by way of
secondary acquisition of 5,000 (Five Thousand) equity shares
of Rs. 10/- each, representing 50% of the equity share capital of
Semac Construction Technologies India Private Limited, from its
existing shareholders.
The Company now holds 100% stake in Semac Construction
Technologies India Private Limited and accordingly, it has become
a wholly-owned subsidiary of the Company.
The annual accounts of the Subsidiary Company are posted on
the website of the Company viz. https://semacconstruction.com/
and will also be kept open for inspection by any shareholder at
the Registered Office of the Company.
However, the Company does not have any Joint Venture or
Associate Companies.
Accounts of Subsidiary
The Board of Directors (including Audit Committee) have reviewed
the affairs of the Subsidiary and the salient features of the
financials of Subsidiary Company are provided in the prescribed
format AOC -1 attached as Annexure-1.
The Annual Audited Accounts of the Subsidiary Company
and the related detailed information will be made available
to the shareholders of the Company at the Registered Office
of the Company and on the Company website https://www.
semacconstruction.com/investor-relations/ under the section
Investor Relations.
Reserves
The Company has not transferred any amount to its reserves
during the year under review. However, the net loss of Rs. 611.53
lakhs have been adjusted under the head 'Retained Earnings'.
Dividend
Your Directors have assessed the ongoing financial situation of
the Company & the Board has decided not to recommend any
dividend for period under review and internal accrual will be part
of retained earnings.
Fixed Deposits
The Company does not hold/ has not accepted any deposits
within the meaning of Chapter V of the Companies Act, 2013 and
the rules made there under. Since the Company has not accepted
any fixed deposit covered under Chapter V of the Companies Act,
2013, and there are no deposits remaining unclaimed or unpaid
as on 31st March, 2025, the question of default in repayment of
deposits or payment of interest thereon during the year does not
arise.
Transfer of Unclaimed Dividend to Investor
Education and Protection Fund
There was no unpaid/unclaimed Dividend required to be
transferred to Investor Education and Protection Fund (IEPF)
pursuant to the provisions of Section 124 & 125 of the Companies
Act, 2013 during the year under review.
Capital Structure
The issued, subscribed and paid-up share capital of the Company
as at 31st March, 2025 stood at Rs. 3,11,73,080/- divided into
31,17,308 Equity Shares of 10/- each. During the year under
review the Company has not made any fresh issue of shares.
Further, during the period under review, Company has reclassified
its Authorized Share capital through a Postal Ballot Resolution
passed on 28th March 2025 from the existing Authorized Share
capital of Rs. 10,50,00,000/- (Rupees Ten Crores Fifty Lakhs Only)
divided into 1,05,00,000 (One Crore Five Lakhs) Equity Shares of
Rs.10/- (Rupees Ten Only) each to 68,08,654 (Sixty-Eight Lakhs
Eight Thousand Six Hundred & Fifty-Four) Equity shares of Rs.10/-
(Rupees Ten Only) each and 36,91,346 (Thirty-Six Lakhs Ninety-
One Thousand Three Hundred & Forty-Six) Preference shares of
Rs.10/- (Rupees Ten Only) each.
Furthermore, pursuant to the Scheme of Arrangement
amongst Renaissance Advanced Consultancy Limited ("RACL")
and Renaissance Consultancy Services Limited ("RCSL") and
Renaissance Stocks Limited ("RSL") and Revathi Equipment
Limited ("REL") ("the Company") and Semac Consultants Private
Limited ("SCPL") and Renaissance Corporate Consultants Limited
("RCCL") sanctioned by the National Company Law Tribunal,
Chennai Bench vide order dated 21th June, 2023, the Board of
Directors of the Company at their meeting held on 19th June 2025
have allotted/ cancelled the following shares:
• Allotment of 50,365 Equity Shares of 10/- each to the Equity
Shareholders of Semac Consultants Private Limited. (SCPL)
The amount of Rs. 5,03,650/- representing the value of 50,365
Equity Shares of Rs. 10/- each to be allotted to the shareholders
of Semac Consultants Private Limited ("SCPL") pursuant to the
scheme of Arrangement.
Extract of Annual Return
The Annual Return of the Company for the financial year 2024-25
as required under the Companies Act, 2013 is available on the
website of the Company and can be accessed at the link https://
www.semacconstruction.com/investor-relations/
Corporate Governance
The Company is committed to maintaining the highest standards
of corporate governance and adherence to the corporate
governance requirements set out by Securities and Exchange
Board of India (SEBI). The Company strives to achieve fairness for
all stakeholders and to enhance long term shareholders value.
As per Regulation 34(3) read with Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, a
separate section on Corporate Governance practices followed
by the Company together with the certificate from M/s. Nitin
Bhardwaj and Associates Company Secretaries, Noida, forms an
integral part of this Report.
Directors and Key Managerial Personnel
The Board of Directors at their Meeting held on 02nd September,
2024 have appointed Mr. Vishal Gupta (DIN: 00097939) as
Additional Non-Executive and Independent Directors to hold
office for a period of 5 years w.e.f. 02nd September, 2024 and
his Appointment has also been regularized by the shareholders
in the Annual General Meeting of the Company held on 27th
September 2024 in compliance with Regulation 17(1 C) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015. The Company has also received declaration from the
appointee Directors that they fulfil the criteria of independence
as prescribed under Section 149(6) of the Act as well as Regulation
16(1)(b) of the Listing Regulations.
Mrs. Deepali Dalmia (DIN: 00017415) Non-Executive Non¬
Independent Director retires by rotation at the ensuing AGM and
being eligible, offers herself for re-appointment. Your directors
recommend her re-appointment.
Accordingly, necessary resolutions proposing the re-appointment
of Mrs. Deepali Dalmia have been included in the Agenda of the
Notice convening the Annual General Meeting for the approval of
the members.
Mr. Abhishek Dalmia (DIN: 00011958) Chairman & Managing
Director, being eligible, offers himself to be re-appointed as
Chairman and Managing Director of the Company and to fix his
remuneration. Your directors recommend his re-appointment &
fixation of remuneration.
Accordingly, necessary resolutions proposing the re-appointment
of Mr. Abhishek Dalmia & fixation of his remuneration have
been included in the Agenda of the Notice convening the Annual
General Meeting for the approval of the members.
During the year under review, Mr. Jainender Jain (DIN: 10234910)
Non-Executive Independent Director resigned from the Board
with effect from 28th October 2024. The Board wishes to place on
record their sincere appreciation for the valuable contributions
made by him during his tenure as Director of the Company.
Key Managerial Personnel of the Company as required pursuant
to Section 2 (51) and 203 of the Companies Act, 2013 are
1. Mr. Abhishek Dalmia - Chairman and Managing Director
2. Mr. Harivansh Dalmia - Whole-time Director
3. Mr. Deepak Jain - Chief Financial Officer
4. Ms. Aakriti Gupta - Company Secretary
Declaration by Independent Directors
The Independent Directors of the Company have given declarations
that they meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 16
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and that their name is included in the data bank
as per Rule 6(3) of the Companies (Appointment and Qualification
of Directors) Rules, 2014. The details of remuneration and / or
other benefits of the independent director are mentioned in the
Corporate Governance Report. Further, they have also declared
that they are not aware of any circumstance or situation, which
exists or may be reasonably anticipated, that could impair or
impact their ability to discharge their duties with an objective
independent judgment and without any external influence.
Based on the confirmation / disclosures received from the
Directors and on evaluation of the relationships disclosed, the
following Non-Executive Directors are Independent:
Mr. V.V. Subramanian, Mr. Narinder Kumar and Mr. Vishal Gupta
Pursuant to Rule 6(3) of the Companies (Appointment and
Qualification of Directors) Rules, 2014, the Independent Director's
Databank Registration Certificate issued by the Independent
Director's Databank and Indian Institute of Corporate Affairs,
received from all the Independent Directors of the Company were
taken note of by the Board of Directors.
Criteria for determining Qualifications, Positive
Attributes and Independence of a Director
The Company has a Nomination and Remuneration Policy that
spells out the criteria for determining qualifications, positive
attributes and independence of a Director, and the policy on
remuneration of Directors, Key Managerial Personnel and
senior management employees including functional heads. The
Policy enables and encourages the diversity of the Board and
also provides the mechanism for the performance evaluation
of the Chairman, individual Directors, Board of Directors and
its Committees. The Board of Directors and the Nomination
and Remuneration Committee of the Company periodically
reviews the policy regarding the criteria for appointment and
remuneration of Directors including Independent Directors, Key
Managerial Persons and Senior Management. The Nomination and
Remuneration policy has been framed in accordance with Section
178 of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Nomination
and Remuneration Committee of the Company oversees the
implementation of the Nomination and Remuneration policy
of the Company. The composition of the Nomination and
Remuneration Committee and other relevant details are provided
in the Corporate Governance Report.
The Nomination and Remuneration policy of the Company is
available on the Company's website at https://semacconstruction.
com/
Statement regarding opinion of the Board with
regard to Integrity, Expertise and Experience
(including the proficiency) of the Independent
Directors appointed during the year
The Board of Directors have evaluated the Independent Directors
during the year 2024-25, and opined that the integrity, expertise
and experience (including proficiency) of the Independent
Directors is satisfactory.
Board Diversity Policy
The Company recognizes and embraces the importance of a
diverse Board in its success. A truly diverse Board will leverage
differences in thought, perspective, knowledge, skill, regional and
industry experience, age, race and gender etc., which will help
the Company to retain its competitive advantage. The Policy on
Board Diversity has been adopted by the Company and available
at the website at https://www.semacconstruction.com/investor-
relations/
Familiarization Programs
In compliance with the requirements of the Listing Regulations,
the Company has put in place a familiarization program for the
Independent Directors to familiarize them with their roles, rights
and responsibilities as Independent Directors, the working of the
Company, nature of the industry in which the Company operates,
business model and so on. All new independent directors
inducted into the Board attend an orientation program. Further,
at the time of the appointment of an independent director, the
Company issues a formal letter of appointment outlining his /
her role, function, duties and responsibilities. The details of the
familiarization programmes imparted to independent directors
is also available at the Company website at https://www.
semacconstruction.com/investor-relations/
Selection and procedure for Nomination and
Appointment of Directors
The Nomination and Remuneration Committee is responsible
for identifying persons who are qualified to become Directors
and Key Managerial Personnel including senior management in
accordance with the criteria laid down in the Nomination and
Remuneration Policy. The Committee shall also recommend to
the Board, the appointment of any new Directors/Key Managerial
Personnel. The Committee recommends to the Board as to
whether to extend or continue the term of appointment of the
independent directors, on the basis of the report of performance
evaluation of Independent Directors. After carefully evaluating
and analyzing the recommendations of the Nomination and
Remuneration Committee, the Board of Directors of the Company
decides whether to appoint a new Director/ Key Managerial
Personnel or re-appoint / Key Managerial Personnel, as the case
may be.
Annual Evaluation of the Board on its own
Performance and of the Individual Directors and
Committees
The Board has carried out an annual evaluation of its own
performance, the Directors individually as well as the working
of the Committees of the Board. The Board performance was
evaluated based on inputs received from all the Directors after
considering criteria such as Board composition and structure,
effectiveness of Board / Committee processes, and information
provided to the Board, etc. The Board and the individual Directors
have also evaluated the performance of Independent and Non¬
independent Directors, the Board as a whole and that of the
Chairman of the Meetings.
Company's Policy relating to Director's
Appointment, payment of Remuneration and
other matters provided under Section 178(3) of
the Companies Act, 2013
The Company, pursuant to the provisions of Section 178 of
the Companies Act, 2013 and in terms of Regulation 19(4) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, has formulated a policy on Nomination and
Remuneration for its Directors, Key Managerial Personnel and
senior management which inter alia provides for the diversity
of the Board and the mechanism for performance evaluation of
the Directors. The details of this policy can be accessed on the
Company's website at https://www.semacconstruction.com/
investor-relations/
Board and its Committee Meetings conducted
during the period under review
The details of the composition of the Board and its Committees
namely Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee, CSR
Committee and of the Meetings held and attendance of the
Directors at such Board / Committee Meetings are provided in the
Corporate Governance Report under relevant heads which forms
a part of this Report.
STATEMENT ON COMPLIANCE WITH SECRETARIAL
STANDARDS
The Directors have devised proper systems to ensure compliance
with the provisions of all applicable Secretarial Standards and
that such systems are adequate and operating effectively. The
Company has duly complied with Secretarial Standards issued by
the Institute of Company Secretaries of India on meeting of the
Board of Directors (SS-1) and General Meetings (SS-2).
Audit Committee
The Company has constituted an Audit Committee in accordance
with the provisions of Section 177 of the Companies Act, 2013
and Regulation 18 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Kindly refer to the Section on
Corporate Governance, under the head, 'Audit Committee' for
matters relating to the composition, meetings, and functions of
the Committee. The Board has accepted the Audit Committee's
recommendations during the year wherever required and hence
no disclosure is required under Section 177(8) of The Companies
Act, 2013 with respect to rejection of any recommendations of
Audit Committee by Board.
Details of Policy developed and implemented
by the Company on its Corporate Social
Responsibility Initiatives
In accordance with Section 135 of the Companies Act, 2013,
the Company has constituted a Corporate Social Responsibility
Committee (CSR Committee) consisting of the following directors
as members:
1. Mr. Abhishek Dalmia
2. Mrs. Deepali Dalmia
3. Mr. V V Subramanian
4. Mr. Vishal Gupta (Appointed on 10th February 2025)
The Company's CSR objective is promoting education, eradicating
hunger, poverty and malnutrition, promoting healthcare, including
preventive health care and sanitation and making available safe
drinking water, ensuring environmental sustainability, training to
promote rural sports, rural development projects. The Company
has developed a CSR policy in line with the activities mentioned in
Schedule VII of the Companies Act, 2013.
However, during the period under review, the provision of CSR
has not been applicable to the Company.
Particulars of Loans, Guarantees or Investments
The details in respect of loans given, investments made and
guarantee provided by the Company have been disclosed in the
Notes to the Financial statements. The Company has complied with
provisions of Section 186 of the Companies Act, 2013 during the year
under review and the Loans, Guarantees and Investments made by
the Company do not exceed the limits approved by the members of
the Company under Section 186 of the Companies Act, 2013.
Particulars of Contracts or Arrangements with
Related Parties
All transactions entered into with related parties as defined
under the Companies Act, 2013 and Regulation 23 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015 (as
amended) during the financial year 2024-25 were in the ordinary
course of business and on an arm's length basis. Since there are
no transactions which are not on arm's length basis and material
in nature, the requirement of disclosure of such related party
transactions in Form AOC-2 does not arise.
The Policy on Related Party Transactions as approved by the
Audit Committee and Board of Directors of the Company has
been uploaded on the Company's website and may be accessed
through the link at https://www.semacconstruction.com/investor-
relations/
Details of Significant and Material orders passed
by the Regulators or Courts or Tribunals impacting
the Going Concern Status and Company's
Operation in Future
There is no significant and material order passed by the regulators
or courts or tribunals impacting the going concern status and
Company's operation in future.
Material Changes and Commitments affecting
the Financial Position of the Company
The Board of Directors ("the "Company"), at its meeting i.e. 26th
June 2025 has considered and approved to make investment by
way of secondary acquisition of 5,000 (Five Thousand) equity
shares of Rs. 10/- each, representing 50% of the equity share
capital of Semac Construction Technologies India Private Limited,
from its existing shareholders (i.e. Mr. Abhishek Dalmia and Mrs.
Deepali Dalmia), at a total consideration of Rs. 50,000, to be paid
in cash, subject to the compliance with the Companies Act, 2013,
Listing Regulations and other applicable laws and such other
regulatory/statutory approvals, as may be required.
The Company now holds 100% stake in Semac Construction
Technologies India Private Limited and accordingly, it has become
a wholly-owned subsidiary of the Company.
Further, Scheme of Amalgamation of Semac Construction
Technologies India Private Limited ("SCTPL" or "Transferor
Company") with Semac Construction Limited ("SCL" or "Transferee
Company" or "Company") and their respective shareholders
("Scheme")has been approved by the Board of Directors of the
Company at its meeting held on 30 July 2025, subject to requisite
approvals/consents, approved the Scheme of Amalgamation of
Semac Construction Technologies India Private Limited (wholly
owned subsidiary of the Company) with the Company under
sections 230 to 232 and other applicable provisions of the
Companies Act, 2013.
Other than this, there were no material changes and commitments,
affecting the financial position of the Company.
Management Discussion and Analysis Report
As stipulated under Regulation 34 read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, Management Discussion and Analysis, is presented in a
separate section forming part of the Annual Report.
Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo
The information pertaining to conservation of energy, technology
absorption, Foreign Exchange earnings and outgo as required
under section 134(3)(m) of the Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in
Annexure II and is attached to this report.
Statutory Auditors
In terms of provisions of Section 139 of the Act, M/s, S.S. Kothari
Mehta & Co. LLP, Chartered Accountants (Firm Registration No.
000756N) were re-appointed as the Statutory Auditors of the
Company to hold office from the conclusion of the 43rd Annual
General Meeting held on 25th September, 2020 for a period of 5
consecutive years till the conclusion of the 48th Annual General
Meeting of the Company. The Auditors' Report provided by
M/s, S.S. Kothari Mehta & Co. LLP for the financial year ended
March 31, 2025, is enclosed along with the financial statements
in the Annual Report. The Auditors' Report does not contain any
qualifications, observations or adverse remarks. As the term of
M/s, S.S. Kothari Mehta & Co. LLP as the Statutory Auditors of the
Company expires at the conclusion of 48th AGM, the Board of
Directors of the Company at their meeting held on 11th August,
2025, based on the recommendation of the Audit Committee,
has recommended to the Members the appointment of M/s.
Suresh Surana & Associates, LLP (Firm Registration No. 121750W/
W100010), as Statutory Auditors of the Company, for a term of 5
(five) consecutive years from the conclusion of 48th AGM till the
conclusion of the 53th AGM. Accordingly, an Ordinary Resolution,
proposing appointment of M/s. Suresh Surana & Associates,
LLP, as the Statutory Auditors of the Company for a term of five
consecutive years pursuant to Section 139 of the Act, forms part
of the Notice of the 48th AGM of the Company. The Company has
received the written consent and a certificate that M/s. Suresh
Surana & Associates, LLP satisfy the criteria provided under
Section 141 of the Act and that the appointment, if made, shall
be in accordance with the applicable provisions of the Act and
rules framed thereunder. M/s. Suresh Surana & Associates, LLP
is a firm of Chartered Accountants registered with the Institute
of Chartered Accountants of India. It has its registered office at
Second Floor Tower B B-37 Sector-1, Noida 201301(U.P), New
Delhi - NCR India.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act,
2013 and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Company has appointed
M/s. MDS & Associates LLP, Company Secretaries, Coimbatore to
undertake the Secretarial Audit of the Company for the financial
year 2024-2025.
The Secretarial Audit Report for the financial year 2024-2025
forms a part of the Annual Report and is attached as Annexure III.
Internal Auditors
In accordance with the provisions of Section 138 of the Companies
Act, 2013 read with Rule 13 of the Companies (Accounts) Rules,
2014, Number Tree LLP as Internal Auditor for the Financial Year
2025-2026
Comments on Auditor's Report
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s SS Kothari Mehta & Co. LLP, Statutory
Auditors.
Regarding the remarks made by M/s MDS & Associates LLP,
Secretarial Auditors in their report, the management ensures
timely and due compliance in future in this regard.
Maintenance of Cost Records under Sub-Section
(1) of Section 148 of the Companies Act, 2013
The maintenance of cost records as specified by the Central
Government and the appointment of Cost Auditors under the
provisions of Section 148 of the Companies Act, 2013 are not
applicable to the Company.
Reporting of Frauds by AuditorS
During the year under review, the Statutory Auditors have not
reported to the Audit Committee, under Section 143 (12) of the
Companies Act, 2013, any instances of fraud committed against
the Company by its officers or employees, the details of which
would need to be mentioned in the Board's report.
Internal Financial Control and its Adequacy
The Company has implemented and evaluated the Internal
Financial Controls which provides a reasonable assurance in
respect of providing financial and operational information,
complying with applicable statutes and policies, safeguarding
of assets, prevention and detection of frauds, accuracy and
completeness of accounting records. The Company has an
effective internal control and risk mitigation system, which
is reviewed and constantly updated. The effectiveness of the
internal controls, including the internal financial controls, of the
Company are reviewed by the Audit Committee and by the Board
annually. Further the Company has also appointed independent
Internal Auditors who review and monitor the internal financial
controls and their adequacy in the course of their audit. The
Directors and Management confirm that the Internal Financial
Controls of the Company are adequate and commensurate with
the size and nature of business of the Company.
CEO/CFO Certification
As required under SEBI (Listing Obligations and Disclosure
Requirements) Rules, 2015, the Chairman and Managing Director
and the Chief Financial Officer have furnished necessary certificate
to the Board on the financial statements presented.
Risk Management
The Company has a structured risk management policy which is
continuously reviewed by the Management and by the Board of
Directors of the Company. The Risk Management Policy of the
Company assists the Board in:
a) Safeguarding the Organization from various risks through
appropriate and timely actions.
b) Anticipating, evaluating and mitigating risks in order to
minimize its impact on the business.
c) Ensuring that potential risks are inventoried and integrated
with the management process such that they receive the
necessary consideration during decision making.
d) Ensuring that all the risks that the Organization faces such as
strategic, financial, credit, market, liquidity, security, property,
IT, legal, regulatory, reputational etc have been identified and
assessed.
The Risk Management process is designed to safeguard the
Organization from various risks through adequate and timely
actions. It is structured to anticipate, evaluate and mitigate risks
in order to minimize its impact on the business. The potential
risks are inventoried and integrated with the management
process such that they receive the necessary consideration during
decision making. The Company ensures that the Audit Committee
as well as the Board of Directors are kept duly informed about
risk assessment and management procedures and status. These
procedures are periodically reviewed to ensure that the executive
management monitors and controls risks.
Human Resources Management
The employees are the most important assets of the Company.
The Company is committed to hiring and retaining the best talent
and being among the industry's leading employers. The Company
has also taken steps to retain its talent pool, enhance skill of
existing people and recruit the most suited talent to spearhead its
growth initiatives. For this, the Company focusses on promoting a
collaborative, transparent and participative organization culture,
and rewarding merit and sustained high performance. The human
resource management of the Company focuses on allowing the
employees to develop their skills, grow in their career and to
navigate to the next level.
Particulars of Employees
The Company has 160 permanent employees on a standalone
basis as of 31st March 2025. The disclosures as stipulated under
Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as Annexure IV.
Vigil Mechanism/ Whistle Blower Policy
The Company has provided for adequate safeguards to deal with
instances of fraud and mismanagement and to report concerns
about unethical behavior or any violation of the Company's code
of conduct. The policy on Vigil Mechanism is available in the
website of the Company at https://www.semacconstruction.com/
investor-relations/
Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013
The Company has been employing women employees in various
cadres within the Office / Site premises. The Company has in place
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. Internal Complaints
Committee (ICC) has been set up to redress any complaint
regarding sexual harassment.
The following is a summary of sexual harassment complaints
received and disposed off during the year 2024-25:
• number of complaints of sexual harassment received in the
year: NIL
• No. of complaints disposed off during the year :NIL
• number of cases pending for more than ninety days:NIL
Details of application made or any proceeding
pending under the Insolvency and Bankruptcy
Code, 2016 during the year
No applications have been made and no proceedings are pending
against the Company under the Insolvency and Bankruptcy Code,
2016.
Details of difference between amount of the
Valuation done at the time of onetime settlement
and the valuation done while taking loan from
the Banks or Financial Institutions along with the
reasons thereof.
The disclosure under this clause is not applicable as the Company
has not undertaken any one-time settlement with the banks or
financial institutions.
Disclosure under Provisions relating to the
Maternity Benefits Act, 1961.
The company has complied the provision with respect to the
Maternity Benefits Act, 1961.
Directors' Responsibility Statement
In accordance with the provisions of Section 134 (5) of the
Companies Act, 2013, the Board of Directors affirm that:
(a) in the preparation of the annual accounts for the financial
year ending 31stMarch 2025, the applicable Accounting
Standards have been followed and there are no material
departures from those standards.
(b) the Directors have selected such accounting policies and
have applied them consistently and made judgments and
estimates that were reasonable and prudent so as to give a
true and fair view of the state of affairs of the Company as
on 31st March 2025 and of the profit of the Company for the
financial year ended on that date.
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Companies Act for safeguarding
PLACE : Gurugram
DATE : 11.08.2025
the assets of the Company and for preventing and detecting
fraud and other irregularities.
(d) the Directors have prepared the annual accounts for the
financial year ended 31st March 2025 on a 'going concern'
basis.
(e) the Directors have laid down internal financial controls to
be followed by the Company and that such internal financial
controls are adequate and are operating effectively.
(f) the Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that
such systems are adequate and operating effectively.
Acknowledgments
Your Directors place on record their sincere appreciation of
the assistance and guidance provided by the Regulators, Stock
Exchanges, and other statutory bodies. Your directors express
their appreciation of the dedicated efforts and contributions made
by the employees at all levels The Directors also place on record
their appreciation of the continued support and recognition
provided by the company's esteemed customers and bankers
By Order of the Board
For Semac Construction Limited
Sd/-
ABHISHEK DALMIA
Chairman and Managing Director
DIN: 00011958
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