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Infraquest International Ltd.

BSE: 531793 Sector: Others
NSE: N.A. ISIN Code: INE786B01022
BSE 05:30 | 01 Jan Infraquest International Ltd
NSE 05:30 | 01 Jan Infraquest International Ltd

Infraquest International Ltd. (INFRAQUESTINTL) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 23rd Annual Report of the Companytogether with the Audited Financial Statements for the year ended 31st March2016.

SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:

(Rs. in Lacs)

PARTICULARS STANDALONE
2015-2016 2014-2015
Total Income Nil Nil
Total Expenditure 506810.09 436630.80
Profit Before Interest and depreciation (506810.09) (436630.80)
Exceptional Items Bad Debts Written 67516116.00
Off Nil
Interest NIL NIL
Tax NIL NIL
Net Profit/(Loss) After Tax (68022926.09) (436630.80)

STANDALONE FINANCIAL RESULTS:

Income of the company from operations is NIL. Profit before tax is Rs.(68022926.09)/-as compared to Rs. (436630.80) /- previous year

TRANSFER TO RESERVES:

The Company has transferred Rs. NIL/- to the General Reserves of the Company for thefinancial year 31st March 2016 as per audited standalone financial statements.

DEPOSITS:

As on 31st March 2016 the Company held no deposit in any form from anyone.There were no deposits held by the company as on 31st March 2016 which wereoverdue or unclaimed by the depositors. For the present the Board of Directors hasresolved not to accept any deposit from public.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management’s Discussion and Analysis Report for the year under review asstipulated under Regulation 34 (3) read with Schedule Part V of the SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 with Stock Exchange in Indiais presented in a separate Annexure -I forming part of the Annual Report.

CHANGE IN THE NATURE OF BUSINESS IF ANY:

There was no change in the nature of business of the Company

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY:

During the year under review there were no material changes and commitments affectingthe financial position of the Company.

NUMBER OF MEETINGS OF THE BOARD:

The Board met 4 times during the financial year the details of which are given in theCorporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.

INDEPENDENT DIRECTORS DECLARATION:

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015. The Independent Directorsunder section 149(6) of the Companies Act 2013 declared that:

1. They are not promoters of the Company or its holding subsidiary or associatecompany;

2. They are not related to promoters or directors in the company its holdingsubsidiary or associate company.

3. The independent Directors have /had no pecuniary relationship with company itsholding subsidiary or associate company or their promoters or directors during thetwo immediately preceding financial years or during the current financial year;

4. None of the relatives of the Independent Director has or had pecuniary relationshipor transaction with the company its holding subsidiary or associate company or theirpromoters or directors amounting to two per cent or more of its gross turnover or totalincome or fifty lakh rupees or such higher amount as may be prescribed whichever islower during the two immediately preceding financial years or during the currentfinancial year;

5. Independent Director neither himself nor any of his relatives--

(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed;

(ii) is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial year in which he is proposed to beappointed of--

(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or

(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten percent or more of the grossturnover of such firm;

(iii) Holds together with his relatives two percent. or more of the total voting powerof the company; or

(iv) is a Chief Executive or Director by whatever name called of any nonprofitorganization that receives twenty-five percent. or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two percent or more of the total voting power of the company;

6. Independent Director possesses such qualifications as may be directed by the Board.

7. The Company & the Independent Directors shall abide by the provisions specifiedin Schedule IV of the Companies Act 2013.

BOARD EVALUATION:

SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. The Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent directors shouldbe done by the entire Board of Directors excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The Board approved the evaluation results ascollated by the Nomination and Remuneration Committee.

PERFORMANCE OF THE BOARD AND COMMITTEES:

During the year under review the performance of the Board & Committees andIndividual Director(s) based on the below parameters was satisfactory: (i) All Directorshad attended the Board meetings; (ii) No remunerations have been paid to theExecutiveDirectors of the Company. (iii) The Independent Directors contributed significantly in theBoard and committee deliberation and business and operations of the Company andsubsidiaries based on their experience and knowledge and Independent views. (iv) TheCredit Policy Loan Policy and compliances were reviewed periodically; (v) Risk ManagementPolicy was implemented at all critical levels and monitored by the Internal Audit team whoplaces report with the Board and Audit committee.

MEETING OF INDEPENDENT DIRECTORS:

Pursuant of the provision of Section 149 (8) of the Companies Act 2013 read withSchedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the Independent Directors of the Company held their meeting on 11thFebruary 2016.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on 31st March 2016 the Board consists of 4 independentdirectors.

The policy of the Company on directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub section (3) of Section 178 of the Companies Act2013 adopted by the Board and are stated in this Board report. We affirm that theremuneration paid to the directors is as per the terms laid out in the nomination andremuneration policy of the Company.

COMMITTEES OF THE BOARD:

Currently the Board has four Committees: 1) Audit Committee 2) Nomination andRemuneration Committee 3) Stakeholders Relationship Committee 4) Share TransferCommittee

A detailed note on the Board and its Committees is provided under the CorporateGovernance Report that forms part of this Annual Report.

NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:

Pursuant to the Section 178 of the Companies Act 2013 the Company has set up aNomination and Remuneration and Stakeholders Relationship Committee. A detailed note onthe composition of the Committees is provided in the corporate governance report sectionof this Annual Report. The Key Features of the Policy of the said committee are asfollows: For Appointment of Independent Director (ID):

a. Any person who is between the age of 25 years and below 75 years eligible to becomeIndependent Director(ID);

b. He has to fulfill the requirements as per section 149 of the Companies Act 2013read with Clause 49 of the Listing Agreement;

c. Adhere to the code of conduct as per Schedule IV to the Companies Act 2013;

d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Tradingpolicy of the Company;

e. Independent Director should have adequate knowledge and reasonably able tocontribute to the growth of the Company and stakeholders;

f. Independent Director should be able to devote time for the Board and other meetingsof the company;

g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and

h. Able to review the policy participate in the meeting with all the stakeholders ofthe company at the Annual General Meeting.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act 2013 theBoard of Directors of the Company hereby confirm:

RISK MANAGEMENT POLICY:

The company has developed Risk Management Policy mainly covering the following areas ofconcerns

1. Lack of clarity on future Government policies continues to be an area of majorconcern for the industry. The exact impact of this cannot be assessed until the proposedchanges are actually introduced and implemented.

2. In line with the overall growth objective and strengthening of infrastructure basethe Company had invested in Information Technology 3.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In terms of the provisions of Section 177(9) of the Companies Act 2013 the Companyhas implemented a vigil mechanism named Whistle Blower Policy to deal with instance offraud and mismanagement if any in staying true to our values of Strength Performanceand Passion and in line with our vision of being one of the most respected companies inIndia the Company is committed to the high standards of Corporate Governance andstakeholder responsibility.

A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board. The Whistle Blower Policy ensuresthat strict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination will be meted out to any person for a genuinely raised concern.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the InternalAudit function reports to the Chairman of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.

Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented toBoard.

STATUTORY AUDITORS:

At the Annual General Meeting held on August 28 2014 M/s. Gattani & Co..Chartered Accountants were appointed as statutory auditors of the Company to hold officetill the conclusion of the Annual General Meeting to be held in the calendar year 2017.

In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. Gattani & Co. Chartered Accountants asstatutory auditors of the Company is placed for ratification by the shareholders.

In this regard the Company has received a certificate from the auditors to the effectthat if they are re-appointed it would be in accordance with the provisions of Section141 of the Companies Act 2013.

AUDITORS REPORT:

The Auditors have not made any qualification to the financial statement. Their reportson relevant notes on accounts are self-explanatory and do not call for any comments undersection 134 of the companies Act 2013.

SECRETARIAL AUDITORS AND THEIR REPORT:

M/s. Satyajit Mishra & Co. Company Secretary in Practice was appointed to conductthe secretarial audit of the Company for the financial year 2015-16 as required underSection 204 of the Companies Act 2013 and Rules thereunder. The Secretarial Audit Reportfor F.Y. 2015-16 is Annexure-ii to this Board’s Report.

The Board has re-appointed M/s. Satyajit Mishra & Co. Company Secretary inPractice as secretarial auditor of the Company for the financial year 2016-17.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.

CONSERVATION OF ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:

The details of conservation of Energy Technology Absorption are not applicable in thecase of the company. However the company took adequate steps to conserve the energy andused the latest technology.

During the year under review there were no foreign Exchange Earnings. The ForeignExchange outgo is NIL

RELATED PARTY TRANSACTIONS/CONTRACTS:

The Company has implemented a Related Party Transactions policy for the purposes ofidentification and monitoring of such transactions. The policy on related partytransactions is uploaded on the Company’s website.

All related party transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained on an annual basis which isreviewed and updated on quarterly basis.

Pursuant to the Section 134(3) (h) of the Companies Act 2013 and Rule 8(2) of theCompanies (Accounts) Rules 2014 the Company has not enter into the contract orarrangement with related parties referred to in Section 188(1).

The details of such related party transactions are available in the Notes to theStandalone financial statements section of the Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Loans Guarantees and Investments covered under section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

HUMAN RESOURCES MANAGEMENT:

We take this opportunity to thank employees at all levels for their dedicated serviceand contribution made towards the growth of the company. The relationship with the workersof the Company’s manufacturing units and other staff has continued to be cordial.

To ensure good human resources management at the company we focus on all aspects ofthe employee lifecycle. During their tenure at the Company employees are motivatedthrough various skill-development engagement and volunteering programs.

In terms of Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noemployee(s) drawing remuneration in excess of limits set out in said rules forms part ofthe annual report.

EXTRACT OF ANNUAL RETURNS:

Pursuant to the Section 134(3) (a) of the Companies Act 2013 the details forming partof the extract of the Annual Return is Form MGT-9 is Annexure-III.

CORPORATE GOVERNANCE:

A Report on Corporate Governance along with a Certificate from M/s. Satyajit Mishra& Co. regarding compliance with the conditions of Corporate Governance as stipulatedunder Clause 49 of the Listing Agreement with Stock Exchange read with the relevantprovisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015forms part of this Report and Annexure-IV to this Board’s Report.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.

ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to the Government Banks Shareholders andcustomers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendableteamwork high degree of professionalism and enthusiastic effort displayed by them duringthe year.

On behalf of the Board of Directors
Place: Mumbai
Dated: 27th May 2016 Sd/- Sd/-
Brij Kishor Gupta Raj Dabriwal
Chairman Director