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India Infraspace Ltd.

BSE: 531343 Sector: Others
NSE: N.A. ISIN Code: INE954M01031
BSE LIVE 15:29 | 12 Dec 16.80 0.80
(5.00%)
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16.00

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16.80

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15.20

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 16.00
PREVIOUS CLOSE 16.00
VOLUME 174
52-Week high 23.90
52-Week low 15.20
P/E 98.82
Mkt Cap.(Rs cr) 5
Buy Price 15.20
Buy Qty 52.00
Sell Price 16.80
Sell Qty 112.00
OPEN 16.00
CLOSE 16.00
VOLUME 174
52-Week high 23.90
52-Week low 15.20
P/E 98.82
Mkt Cap.(Rs cr) 5
Buy Price 15.20
Buy Qty 52.00
Sell Price 16.80
Sell Qty 112.00

India Infraspace Ltd. (INDIAINFRAS) - Director Report

Company director report

To

The Members

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 2017.

1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:

(` in Lacs)
Particulars Year ended 31/03/2017 Year ended 31/03/2016
I. Turnover & Other Income 2668.43 1652.25
II. Total Expenditure 2667.04 1651.72
III. Profit/(Loss) Before Tax (I-II) 1.39 0.53
IV. Provision for Taxation 0.27 0.10
V. Profit/(Loss) After Tax (III-IV) 1.12 0.43

2. PERFORMANCE & STATE OF AFFAIRS OF THE COMPANY:

During the year under review the turnover and other income of the Company has increasedto Rs. 2668.43 lacs as compared to Rs. 1652.25 lacs of previous financial year andconsequently the profit of the Company has also increased to Rs. 1.12 lacs as compared toRs. 0.43 lacs of previous financial year. The Board of Directors of the Company iscontinuously making efforts for the growth of your Company.

3. DIVIDEND:

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 `10/- each. The paid up share capital of the company is ` 28000000/- divided into2800000 equity shares of ` 10/- each as on 31st March 2017.

Pursuant to Composite Scheme of Arrangement of the Company which has become effectiveon July 18 2016 the paid up share capital of the company has been reduced from `100000000/- divided into 10000000 equity shares of ` 10/- each to ` 28000000/-divided into 2800000 equity shares of ` 10/- each.

5. RESERVES:

The Board has transferred profit of ` 1.12 Lacs to Reserve & Surplus Account forthe Financial Year ended on 31st March 2017.

6. DEPOSITS:

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 in business of trading of various Steel Products IT and electronicproducts and also into various IT enabled services. Business conditions continue to bechallenging. The growth of the Company is subject to opportunities and threats as areapplicable 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 Hon'ble High Court of Gujarat vide its Order dated 16th June 2016 hassanctioned a Composite Scheme of Arrangement involving:

(i) amalgamation of Vintron Infrastructure and Projects Private Limited with VernesInfotech Pvt. Ltd. (VIPL)

(ii) demerger of infrastructure business of IIL and vesting the same in to VIPL and

(iii) simultaneous re-organisation of share capital of India Infraspace Ltd. (IIL)

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 Company's 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.

14. EXTRACTS OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 is attached herewith as ANNEXURE-II.

15. INSURANCE:

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 arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company which may have a potentialconflict with the interest of the Company at large and thus disclosure in Form AOC-2 isnot 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.

Pursuant to the provisions of section 149 of the Companies Act 2013 (Act) Mr. VishnuChauhan (DIN: 01955762) Mr. Kintu M. Raichura (DIN: 03365559) and Ms. Chetna A. Kapadia(DIN: 07147995) were appointed as Independent Directors of the Company and they haveserved as Independent Directors on the Board of the Company during the year under review.

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 Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("SEBI Listing Regulations") and there has been no change in thecircumstances which may affect their status as independent director during the year.

Mr. Kintu M. Raichura (DIN: 03365559) has resigned from the post of IndependentDirector of the Company w.e.f. 21/07/2017.

18. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:

Pursuant to the provisions of the Act and the corporate governance requirements asprescribed by SEBI Listing Regulations the Board had carried out performance evaluationof its own the Board Committees and of the Independent directors. Independent Directorsat a separate meeting evaluated performance of the Non-Independent Directors Board as awhole and of the Chairman of the Board.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals and achievements

- Professional Conduct Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

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.

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 2017.

21. INDEPENDENT DIRECTORS' MEETING:

Independent Directors of the Company had met during the year under the review on March24 2017.

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 composition and meetings held during theyear are provided in the "Report on Corporate Governance" a part of thisAnnual Report.

23. AUDITORS:

A. Statutory Auditors

M/s Pankaj K. Shah Associates Chartered Accountants (Firm Registration No. 107352W)have tendered their resignation from the office of Statutory Auditors due to theirpre-occupancy in other assignments. The Board of Directors has appointed M/s. GMCA &Co. Chartered Accountants (Firm Registration No.109850W) to fill the casual vacancycaused by the resignation of M/s Pankaj K. Shah Associates Chartered Accountants (FirmRegistration No. 107352W) in its Board Meeting held on 09/08/2017 to hold the office ofthe Statutory Auditors of the Company until the conclusion of forthcoming Annual GeneralMeeting.

As per Section 139 of the Companies Act 2013 the Board recommends to appoint M/s. GMCA& Co. Chartered Accountants (Firm Registration No.109850W) as Statutory Auditors ofthe Company at the forthcoming Annual General Meeting.

The Company has obtained a written confirmation under section 139 of the Companies Act2013 from M/s. GMCA & Co. Chartered Accountants (FRN 109850W) that their appointmentif made would be in conformity with the limits specified under the Act.

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. 2017-18.

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 Company's code of conduct.

27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

As per the requirement of The Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘Act') and Rules made thereunder yourCompany has assigned the responsibilities to Audit Committee. During the year nocomplaint with allegations of sexual harassment was filed with the Company.

28. 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 Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.

29. 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 standards hadbeen followed along with proper explanation relating to material departures;

ii. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year 31stMarch 2017 and of the profit and loss of the company for that period;

iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 and Rules madethereunder for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;

iv. The directors had prepared the annual accounts on a going concern basis; and v. Thedirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively.

vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

30. 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 CompanySecretary's Certificate of the compliance with Corporate Governance requirements by theCompany is attached to the Report on Corporate Governance as Annexure VI. Report onCorporate Governance is given elsewhere in this Annual Report herewith attached as AnnexureV.

31. GENERAL SHAREHOLDER INFORMATION:

General Shareholder Information is given in Report on Corporate Governance forming partof the Annual Report.

32. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute Corporate Social Responsibility Committee orspend on social responsibility pursuant to section 135 of the Companies Act 2013.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Report on Management Discussion and Analysis Report as required under SEBI ListingRegulations is included in this Report. Certain statements in the said report may beforward looking. Many factors may affect the actual results which could be different fromwhat the Directors envisage in terms of the future performance and outlook.

34. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is annexed herewith as Annexure III.

35. LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited (BSE) with Scrip CodeNo. 531343 & Security ID: INDINFRA. The Company confirms that the annual listing feeto the stock exchange for the financial year 2017-18 has been paid.

36. ACKNOWLEDGEMENT:

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 toall the stakeholders customers vendors bankers business associates government otherstatutory bodies and look forward to their continued assistance co-operation and support.

Place: Ahmedabad For and on behalf of the Board
Date: August 9 2017 Sd/- Sd/-
Vishnu G Chauhan Pradip B. Shah
Director Managing Director
DIN : 01955762 DIN: 01398037

ANNEXURE I TO THE DIRECTORS REPORT FOREIGN EXCHANGE EARNINGS AND OUTGO:

A. FOREIGN EXCHANGE EARNINGS AND OUT GO:

2016-17 2015-16
Foreign Exchange Earning NIL NIL
Foreign Exchange out go NIL NIL

 

Place: Ahmedabad For and on behalf of the Board
Date: August 9 2017 Sd/- Sd/-
Vishnu G. Chauhan Pradip B. Shah
Director Managing Director
DIN : 01955762 DIN: 01398037

ANNEXURE-III TO THE DIRECTORS REPORT

1. Details pertaining to remuneration as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014:

i. The ratio of the remuneration of each Director to the Median Remuneration of theEmployees of the Company for the Financial Year 2016-17 and

ii. The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the Financial Year

(Rs. In Lacs)
Sr. No. Name of Director/KMP and its Designation Remuneration to the Director/KMP for the Financial Year 2016-17 Percentage increase / decrease in remuneration in the Financial Year 2016-17 Ratio of Remuneration of each Director to the Median Remuneration of Employees
1. Mr. Naresh B. Shah Nil Nil Nil
(Director)
2. Mr. Pradip B. Shah Nil Nil Nil
(Managing Director)
3. Mr. Vishnubhai G. Chauhan Nil Nil Nil
(Independent Director)
4. Mr. Kintu M. Raichura Nil Nil Nil
(Independent Director)
(From 10/01/2011 to 21/07/2017)
5. Ms. Chetna A. Kapadia Nil Nil Nil
(Independent Director)

2. There were no employees covered under rule 5(2) of the Companies (Appointmentand Remuneration) Rules 2014

Place: Ahmedabad For and on behalf of the Board
Date: August 9 2017 Sd/- Sd/-
Vishnu G Chauhan Pradip B. Shah
Director Managing Director
DIN : 01955762 DIN: 01398037