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P B A Infrastructure Ltd.

BSE: 532676 Sector: Infrastructure
NSE: PBAINFRA ISIN Code: INE160H01019
BSE LIVE 15:47 | 16 Aug 15.85 -1.00
(-5.93%)
OPEN

17.05

HIGH

17.05

LOW

15.25

NSE 15:58 | 16 Aug 15.65 -1.35
(-7.94%)
OPEN

16.90

HIGH

16.90

LOW

15.25

OPEN 17.05
PREVIOUS CLOSE 16.85
VOLUME 11715
52-Week high 31.55
52-Week low 15.25
P/E
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 17.05
CLOSE 16.85
VOLUME 11715
52-Week high 31.55
52-Week low 15.25
P/E
Mkt Cap.(Rs cr) 21
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

P B A Infrastructure Ltd. (PBAINFRA) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their forty second Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2016.

1. FINANCIAL RESULTS:

The financial performance of the Company for the year ended March 31 2016 as comparedto the previous financial year is summarized below:

2015-2016 2014-2015
(Current Year) (Previous Year)
Revenue from Operations 10877.45 17056.61
Other Income 381.75 381.75
Total Income 11527.78 17438.36
Profit before Interest and Depreciation 2307.44 2373.99
Less : Interest 4308.80 3782.43
Less : Depreciation 517.80 483.29
Profit/(Loss) before Tax (2519.16) (1891.72)
Less : Provision for tax 0.00 0.00
Less : Deferred Tax Liability/(Asset) Profit/(Loss) after tax (25.14) (4.32)
Write Back of Provision (2494.01) (1887.40)
Proposed Dividend 0.00 0.00
Dividend Tax 0.00 0.00
Prior period item 0.00 0.00
Transfer to General Reserve 0.00 0.00
(2494.01) (1887.40)

2. PERFORMANCE REVIEW AND OPERATIONS:

During the year under review there has been a marginal decrease in Income fromOperations. The income from operations during the current year was ' 10877.44 Lakhs ascompared to ' 17056.61 Lakhs for the previous year. The profit after tax stood at '(2494.02) Lakhs for the current year as compared to (1887.40) lakhs.

Your Companys' performance and financial position continues to be adversely affecteddue to slow down in infrastructure high level of working capital requirement hugeinvestment in equipments high interest cost and blockage of receivables at Governmentlevel and arbitration.

3. DIVIDEND:

As per the conditions mentioned in the Master Restructuring Agreement of CDR Package aswell as constraints by the Consortium Bankers of the Company your Directors regret theirinability to propose any dividend for the year 2015-2016.

4. ISO CERTIFICATION:

All the Projects relating to Construction of Bridges and Roads are accredited with ISO9001:2000 18001:2007 14001:2004 Certification.

5. FIXED DEPOSITS:

Your Company has not accepted any deposits from the public or its employees during theyear under review. As on March 31 2016 the

Company had deposits aggregating ' 346.99 Lakhs. The Company has also accepted depositsfrom the Directors and shareholders the balance of which stood as at 31stMarch 2016 at ' 2124.28 Lakhs.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

• Composition :

The Board comprises of three Directors One Chairman & Managing Director OneWhole-Time Director and One Women Director.

• Retirement & Appointment / Re-appointment :

Mr. Munish Wadhawan resigned as Director of the Company with effect from 10.11.2015.Mr. Bhagwati Prasad Mangal and Ms. Jacintha Castelino resigned as Independent Directors ofthe Company with effect from 31.03.2016. Your Directors place on record their sincereappreciation of the valuable contribution made by the aforesaid Directors.

In accordance with the relevant provisions of the Companies Act 2013 Mrs. SujataAthavale (DIN 07601500) Director of the Company is liable to retire by rotation at theforthcoming Annual Generl Meeting and being eligible offers herself for re-appointment.The Board recommends her re-appointment at the ensuing Annual General Meeting. The detailsrelating to the Director who is to be re-appointed as stipulated under clause 49 (IV)(G)of the Listing Agreement is furnished in the Notice forming part of the Annual Report.

Your Directors are in the process of appointing new Directors to maintain the optimumcombination of the Board and its Committees in compliance with the provisions of theCompanies Act 2013 and its relevant Rules.

7. DETAILS PERTAINING TO EMPLOYEES AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIESACT 2013:

There are no employees who were in receipt of remuneration exceeding the limits laiddown under section 197(12) of the Companies Act 2013 read with the Rule 5(2) and 5(3) ofthe Companies (Appointment of Remuneration of Managerial Personnel) Rules 2014.

8. MEETINGS:

This information has been furnished under Report on Corporate Governance which isannexed.

9. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and Compliance Committees.

The Board of Directors has expressed its satisfaction with the evaluation process.

10. POLICY ON DIRECTORS' APPOINMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMININGQUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR:

Based on the recommendation of the Nomination and Remuneration Committee (NRC) theBoard has adopted the Remuneration Policy for Directors KMPs and other Employees. NRC hasformulated the criteria for the determining qualifications positive attributes andindependence of an Independent Director and also the criteria for Performance evaluationof individual Directors the Board as a whole and the Committees.

11. AUDITORS:

M/s. Ajay B. Garg Chartered Accountants Mumbai (ICAI Membership no. 032538) werere-appointed as the Statutory Auditors of the Company to hold office from the conclusionof the fortieth Annual General Meeting ("AGM") of the Company held on September30 2014 until the conclusion of the forty third consecutive AGM of the Company to be heldin the year 2017 (subject to the ratification of their appointment by the Members atevery AGM held after the AGM held on September 30 2014). As required under the provisionsof Section 139(1) of the Companies Act 2013 the Company has received a written consentfrom M/s. Ajay B. Garg Chartered Accountants Mumbai to their appointment and aCertificate to the effect that their appointment if made would be accordance with theCompanies Act 2013 and the Rules framed there under and that they satisfy the criteriaprovided in Section 141 of the Companies Act 2013.

The Members are requested to ratify the appointment of the Statutory Auditors asaforesaid and fix their remuneration.

The observations made by the Statutory Auditors in their report for the financialperiod ended 31st March 2016 read with explanatory notes therein areself-explanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.

12. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in FormNo. MGT-9 as a part of this Annual Report as Annexure I.

13. INTERNAL AUDIT & CONTROLS:

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 of reliablefinancial disclosures.

14. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism Policy to deal with instances of fraud and mismanagement. The VigilMechanism Policy has been uploaded on the website of the Company.

15. RISK MANAGEMENT POLICY:

Risk management policy of the Company promotes a proactive approach in reportingevaluating and resolving risks associated with the business. Identified risks are used asone of the key inputs for the development of strategy and business plan.

The risks are assessed on a periodical basis and it assists the Board of Directors inoverseeing the Company's risk management processes and controls.

16. SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under M/s. JC &Associates Practicing Company Secretaries have been appointed Secretarial Auditor of theCompany. The report of the Secretarial Auditors is enclosed as Annexure II to this report.The report is self-explanatory and do not call for any further comments.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Contracts/Arrangements/Transactions entered by the Company during the financial yearwith related parties were in ordinary course of business and on arm's length basis. Duringthe year the Company had not entered into any contract/arrangement/ transaction withrelated parties which could be considered material in accordance with the policy of thecompany on materiality or related party transaction. Accordingly the disclosure ofRelated Party Transactions as required under section 134(3) (h)of the Companies Act 213in Form AOC 2 is not applicable.

18. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS:

As per the requirement of Listing Agreement with the Stock Exchanges the Company hascomplied with the requirements of Corporate Governance in all material aspects.

A report on Corporate Governance together with a certificate of its compliance from theStatutory Auditors forms part of this report.

19. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on December 9 2013. Under the said Act every company is required to set upan Internal Complaints Committee to look into complaints relating to sexual harassment atwork place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information required u/s 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is given below :

A. Conservation of Energy: The operation of the Company is not energy intensive.However energy conservation measures are being taken for regular preventive maintenanceof all equipments. This enhances productivity and efficiency of the equipment resulting inpower saving.

B. Technology Absorption: As the Company has not acquired any technology the questionof absorption of technology does not apply to the Company.

C. Foreign Exchange Earning and Outgo: Total foreign exchange earnings and outgo duringthe year:

FOB Value of Exports : Nil
CIF Value of Imports : Nil
Expenditure in foreign currency : Nil

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act 2013 pertaining to Corporate SocialResponsibility (CSR) is not applicable to the Company.

22. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that—

1. that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

2. that your Directors have 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 and of the loss of the Company for the year;

3. that your Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

4. that your Directors have prepared the annual accounts on a going concern basis.

5. that your Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

6. that your Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 tothe Bombay Stock Exchange and National Stock Exchange where the Company's Shares arelisted.

ACKNOWLEDGEMENTS:

Your Directors record their grateful appreciation for the encouragement assistanceco-operation and consistent support received from Customers Business Partners DealersFinancial institutions and Government Authorities. The Board thanks the employees of theCompany for their continued support. Your Directors are thankful to all the Stakeholdersfor their continued patronage.

By Order of the Board

For and on behalf of the Board of Directors

Ramlal R. Wadhawan Narain P.Belani
Chairman & Managing Director Whole Time Director
Place : Mumbai
Date : May 30 2016