India Infraspace Limited
Your Directors have pleasure in presenting their Annual Report on the businessand operations of the Company and the Audited Accounts for the Financial Year ended 31stMarch 2016.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
|Financial Results || ||(Rs in Lacs) |
|Particulars ||Year ended 31/03/2016 ||Year ended 31/03/2015 |
|Turnover & Other Income ||1648.44 ||2705.77 |
|Total Expenditure ||1651.72 ||2709.95 |
|Profit/(Loss) Before Tax ||(3.28) ||(4.17) |
|Other Income ||3.81 ||- |
|Provision for Taxation ||(0.10) ||- |
|Profit/(Loss) After Tax ||0.43 ||(4.17) |
2. PERFORMANCE & STATE OF AFFAIRS OF THE COMPANY:
During the year under review the Company has made profit of Rs. 0.43 lacs. The Board ofDirectors of the Company is continuously making efforts for the growth of your Company.
No dividend is recommended by the Board of Directors during the year.
4. SHARE CAPITAL:
At present the Company has only one class of shares equity shares with face value of
Rs 10/- each. The authorized share capital of the company is Rs 150000000/- dividedinto 15000000 equity shares of Rs 10/- each. The paid up share capital of the companyis Rs 100000000/- divided into 10000000 equity shares of Rs 10/- each.
The Board has transferred profit of Rs 0.43 Lacs to Reserve & Surplus Account forthe Financial Year ended on 31st March 2016.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
7. FUTURE OUTLOOK:
The Company is an integrated construction infrastructure development and managementcompany in India. The company aims to become a leader in execution of construction andinfrastructure projects in various sectors such as water and waste water transportationirrigation industrial construction & parks (including SEZs) power transmission anddistribution and residential commercial & retail property in and around the state ofGujarat. The Company is also in business of trading of various Steel Products IT andelectronic products and also into various IT enabled services.
Business conditions continue to be challenging. The growth of the Company is subject toopportunities and threats as are applicable to the industry from time to time.
8. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
During the period under review several energy conservation initiatives were adoptedand were taken by the Company. There are no plans to import any kind of technology for theproject and hence information regarding its absorption is not applicable. There was noresearch activities carried out during the year foreign exchange earnings and outgo isgiven in ANNEXURE - I and forms part of this report.
9. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THECOMPANY:
There were no such material changes occurred subsequent to the close of the financialyear of the Company to which the balance sheet relates and the date of the report whichcan affect the financial position of the Company.
10. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS:
The Honble High Court of Gujarat vide Order dated 16th June 2016 has sanctioneda composite Scheme of Arrangement involving:
(i) re-organisation of share capital of India Infraspace Ltd. (IIL)
(ii) demerger of infrastructure business of IIL and vesting the same in to VernesInfotech Ltd. (VIL) and (iii) simultaneous merger of Vintron Infrastructure and ProjectsPrivate Limited into VIL
The above Scheme became effective on July 18 2016 the date on which the e-Form INC-28has been filed with Registrar of Companies Gujarat.
No other orders have been passed by the Regulators/Court or Tribunals which can impactthe going concern status and Companys operation in future.
11. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no Subsidiary Company. Hence details relating to Subsidiary Companyare not provided for.
12. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.
13. MEETING OF BOARD OF DIRECTORS:
During the year under the review 5 (Five) Board meetings were held with gap betweenMeetings not exceeding the period prescribed under the Companies Act 2013 and Rules madethereunder. Details of Board and Board committee meetings held during the year are givenin the Corporate Governance Report.
Board meeting dates are finalized in consultation with all directors and agenda papersbacked up by comprehensive notes and detailed background information are circulated wellin advance before the date of the meeting thereby enabling the Board to take informeddecisions.
The intervening gap between the Board Meetings was within the period prescribed underthe Companies Act 2013.
14. EXTRACTS OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.
All the Properties of the Company are adequately insured.
16. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onan arms length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the Company which may have apotential conflict with the interest of the Company at large and thus disclosure in FormAOC-2 is not required. The Board has formulated Policy on Related Party Transactions.
17. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executivedirectors including Independent Directors who have wide and varied experience in differentdisciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Naresh B. Shah (DIN: 01212428) retires byrotation at the ensuing Annual General Meeting and being eligible in terms of Section 164of the Act offers himself for re-appointment.
Mr. Vishnubhai G. Chauhan (DIN: 01955762) Mr. Kintu M. Raichura (DIN: 03365559) andMs. Chetna A. Kapadia (DIN: 07147995) are Independent Directors of the Company.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI ListingRegulations and there has been no change in the circumstances which may affect theirstatus as independent director during the year.
There is change no in the constitution of Board of Directors during the year.
18. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Act and the corporate governance requirements asprescribed by Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI Listing Regulations") the Board hadcarried out performance evaluation of its own the Board Committees and of the
Independent directors. Independent Directors at a separate meeting evaluatedperformance of the Non-Independent Directors Board as a whole and of the Chairman of theBoard. The manner in which the evaluation has been carried out has been detailed in theCorporate Governance Report.
19. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director and also a Policy for remuneration of Directors Key managerial Personneland senior management. The details of criteria laid down and the Remuneration Policy aregiven in the Corporate Governance Report.
20. MANAGERIAL REMUNERATION
The Company had not paid any remuneration to Executive Directors or any sitting fees toNon-Executives Directors for attending any meetings during the financial year ended 31stMarch 2016.
21. INDEPENDENT DIRECTORS MEETING:
Independent Directors of the Company had met during the year under the review on March30 2016.
22. COMMITTEES OF THE BOARD:
There are currently Three Committees of the Board as follows:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" apart of this Annual Report.
A. Statutory Auditors
M/s Pankaj K. Shah Associates Chartered Accountants (Firm Registration No. 107352W)were appointed as Statutory Auditors of your Company at the Annual General Meeting held on30th September 2014 for a term of five consecutive years. As per the provisions ofSection 139 of the Companies Act 2013 the appointment of Auditors is required to beratified by Membes at every Annual General Meeting.
The Company has obtained a written confirmation under section 139 of the Companies Act2013 from M/s Pankaj K. Shah Associates Chartered Accountants (Firm Registration No.107352W) that their appointment if made would be in conformity with the limits specifiedunder the Act.
It is proposed to ratify the appointment M/s Pankaj K. Shah Associates CharteredAccountants (Firm Registration No. 107352W) to audit the accounts of the Company for thefinancial year 2016-2017.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. The notes to the accounts referred to in the Auditors Report areself-explanatory and therefore do not call for any further comments.
There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. Patel& Associates Company Secretaries Ahmedabad to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report is annexed herewith as Annexure IV
There is no qualification reservation or adverse remark in the report.
C. Internal Auditors:
The Board of Directors has appointed M/s. Naimish K. Shah & Co. CharteredAccountant (FRN 106828W) as Internal Auditors of the Company for the F. Y. 2016-17.
24. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
The Company has an Internal Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations. The Company has appointed M/s. Naimish K. Shah & Co. Chartered Accountant(FRN 106828W) as an Internal Auditors of the Company. The Audit Committee in consultationwith the internal auditors formulates the scope functioning periodicity and methodologyfor conducting the internal audit. The internal auditors carry out audit covering interalia monitoring and evaluating the efficiency & adequacy of internal control systemsin the Company its compliance with operating systems accounting procedures and policiesat all locations and submit their periodical internal audit reports to the AuditCommittee. Based on the internal audit report and review by the Audit committee processowners undertake necessary actions in their respective areas. The internal auditors haveexpressed that the internal control system in the Company is robust and effective. TheBoard has also put in place requisite legal compliance framework to ensure compliance ofall the applicable laws and that such systems are adequate and operating effectively.
25. RISK MANAGEMENT:
Company has implemented an integrated risk management approach through which it reviewsand assesses significant risks on a regular basis to help ensure that there is a robustsystem of risk controls and mitigation in place. Senior management periodically reviewsthis risk management framework to keep updated and address emerging challenges. Majorrisks identified for the Company by the management are Currency fluctuation Compliancesof various applicable Laws Regulatory changes Manufacturing & Supply LitigationTechnological Changes and new capital investments return. The management is however ofthe view that none of the above risks may threaten the existence of the Company as robustRisk mitigation mechanism is put in place to ensure that there is nil or minimum impact onthe Company in case any of these risks materialize.
26. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act 2013 and the SEBI ListingRegulations the Company has constituted a Whistle Blower Policy / Vigil Mechanism toestablish a vigil mechanism for the directors and employees to report genuine concerns insuch manner as may be prescribed and to report to the management instances of unethicalbehaviour actual or suspected fraud or violation of the Companys code of conduct.
The detail of the Whistle Blower Policy is explained in the Corporate GovernanceReport.
27. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code.
28. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with Section 134(5) of the Companies Act 2013 and to the best of theirknowledge and belief and according to the information and explanations obtained by themyour Directors state that-
i. In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
ii. The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year 31st March 2016 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 andRules made thereunder for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;
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 thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
29. CORPORATE GOVERNANCE:
As required by the SEBI Listing Regulations a detailed report on Corporate Governanceis given as a part of the Annual Report. The Company is in full compliance with therequirements and disclosures that have to be made in this regard. The Practicing CompanySecretarys Certificate of the compliance with Corporate Governance requirements bythe Company is attached to the Report on Corporate Governance as Annexure VI.Report on
Corporate Governance is given elsewhere in this Annual Report herewith attached as AnnexureV.
30. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given in Report on Corporate Governance forming partof the Annual Report.
Your Directors take this opportunity to express their gratitude for the unstintedcommitment dedication hard work and significant contribution made by employees at alllevels in ensuring sustained growth of the Company. Your
Directors also sincerely thank to all the stakeholders customers vendors bankersbusiness associates government other statutory bodies and look forward to theircontinued assistance co-operation and support.
|Place: Ahmedabad ||For and on behalf of the Board |
|Date: August 13 2016 || || |
| ||SD/- ||SD/- |
| ||Vishnu G Chauhan ||Pradip B. Shah |
| ||Director ||Managing Director |
| ||DIN : 01955762 ||DIN: 01398037 |