You are here » Home » Companies » Company Overview » Pushpanjali Realms & Infratech Ltd

Pushpanjali Realms & Infratech Ltd.

BSE: 538437 Sector: Infrastructure
NSE: PUSHPREALM ISIN Code: INE728W01012
BSE 05:30 | 01 Jan Pushpanjali Realms & Infratech Ltd
NSE 05:30 | 01 Jan Pushpanjali Realms & Infratech Ltd

Pushpanjali Realms & Infratech Ltd. (PUSHPREALM) - Director Report

Company director report

To

The Members

Your Directors take pleasure in presenting the Director's Report on the business andoperations of your Company along with the Audited Statements of Accounts for the yearended 31 March 2017.

1. Financial summary or highlights / performance of the company (standalone)

The Board's Report has been prepared based on the stand alone financial statements ofthe company.

Particulars Current Year Previous Year
(2016-2017) (2015-2016)
(Amount in Rs.) (Amount in Rs.)
Turnover & other income 261441254 221486717
Less: Expenditure 220815574 197476478
Profit/(Loss) before Depreciation 40625680 24010239
Less: Depreciation 4129654 2624077
Profit/(Loss) after Depreciation 36496026 21386162
Less: Net Current Tax 12300000 7137151
Less: Deferred Tax Liab./ (Assets) 74193 281541
Profit/Loss After Tax 24121833 13967470

2. Details of Subsidiary/Joint ventures/Associate companies

Company does not have any Subsidiary company/ Joint venture/ Associate company duringthe financial year.

3. Performance and financial position of each of the subsidiaries Associates and JointVenture Companies included in the consolidated financial statement.

Company does not have any subsidiaries associates and joint venture companies.

4. Dividend

No Dividend was declared for the current financial year.

5. Reserves

Board proposes no amount to transfer to the reserves and amount of Rs 24121833/- isproposed to be retained in surplus.

6. Brief description of the company's working during the year / state of company'saffair

During the year under review the Company has earned a profit of Rs 24121833/- forthe year ended 31st March 2017 and the Directors have been making continousefforts to increase the profitability of the Company and targets to achieve much betterresults in the years to come.

7. Change in the nature of the business if any

There is no change in the nature of business of the company.

8. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year 2016-17 (i.e. From 1stDay of April 2017) of the company to which the financial statements relate and till thedate of this report.

There has been no material changes and commitments affecting financial position of theCompany that have occurred between the balance sheet date and date of this report.

9. Detail of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

No such significant and material order has been passed by any regulators or courts ortribunals impacting the going concern status and company's operations in future.

10. Management's Discussion and Analysis Report

Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V to the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulation 2015 marked as Annexure-1and is attached to this report.

11. Corporate Governance

The Company is committed to maintain the highest possible standards of CorporateGovernance and adhere to the Corporate Governance requirements set out by the Securitiesand Exchange Board of India (SEBI). The Company has also implemented several best possibleCorporate Governance practices as prevalent globally.

The report on Corporate Governance as stipulated under the Listing Regulations forms anintegral part of this Report marked as Annexure-2 and is attached to this report. Therequisite certificate from the Auditors of the Company confirming compliance with theconditions of Corporate Governance is attached to the Report on Corporate Governancemarked as Annexure-3.

12. Corporate social responsibility (CSR)

Provisions of Corporate Social Responsibility pursuant to the provisions of the section135 of the Companies Act 2013 is not applicable in our company

13. Explanation or comments on qualifications reservations or adverse remarks ordisclaimers made by the auditors and/or the practicing company secretary in their reports

The Auditors' Report does not contain any comments qualification reservation oradverse remark.

14. Financial Position

A) Issue of equity shares without differential voting rights

7365000 equity shares without differential voting rights has been issued by thecompany during the financial year.

B) Issue of equity shares with differential voting rights

No equity shares with differential voting rights has been issued by the company duringthe financial year.

C) Issue of sweat equity shares

The Company has not issued sweat equity shares pursuant to provisions of Section 54read with Rule 8 of the Companies (Share Capital and Debenture) Rules 2014 during theFinancial Year.

D) Issue of employee stock options

The Company has not issued shares under employee's stock options scheme pursuant toprovisions of Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 soquestion does not arise about voting rights not exercised by employee during the yearunder review.

E) Buy Back Of Securities

The Company has not bought back any of its securities pursuant to the provisions ofSection 67 and Section 68 of the Companies Act 2013 during the year under review.

15. Annual return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in the formatof MGT 9 marked as Annexure-4 and is attached to this Report.

16. Statutory auditors:

Ratification of appointment of auditors

As per the provisions of Section 139 of the Companies Act 2013 M/s Shekhar Chandra& Co. Chartered Accountants having its office at Adarsh Market Tilak RoadRishikesh Uttarakhand-249201 having firm registeration number 005692C were appointed asStatutory Auditors for a period of five years (i.e 2014 2019) in the Annual GeneralMeeting of the Company dated 20th September 2014.

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 Shekhar Chandra & Co CharteredAccountants having its office at Adarsh Market Tilak Road Rishikesh Uttarakhand-249201having firm registeration number 005692C as statutory auditors of the Company is placedfor ratification thereof. Their continuance of appointment and payment of remuneration areto be confirmed and approved in the ensuing Annual General Meeting.

17. Directors

A) Changes in Directors and Key Managerial Personnel

The details about the changes in the directors or key managerial personnel by way ofappointment re designation resignation death or disqualification variation made orwithdrawn etc are as follow:

Name of Directors/KMP Change in Designation (appointment regularization retirement resignation) Date of such event
Arpana Nassa Appointment 23/02/2017
Deepak Mittal Appointment 23/02/2017
Sumit Goyal Appointment 23/02/2017
Rajpal Walia Appointment 23/02/2017

B) Declaration by an Independent Director(s) and appointment if any

i) Appointment:

The Company at its Extra ordinary general meeting held on 17th March 2017had appointed Mr. Abhay Kumar Mr.Raman Kumar Sah and Mr. Nivesh Kumar Jha as anindependent Directors of the Company. They hold office for a period to hold office forfive consecutive years for a term up to 22nd February 2022 and shall not be liable toretire by rotation.

ii) Decleration by an Independent Director(s) :

The Company has received declarations from all the Independent Directors of theCompanyas per the provisions of Section 149 subsection (7) of the Companies Act 2013confirming that they meet the criteria of independence as prescribed both under Section149 sub-section (6) of the Companies Act 2013 read with the Rule 4 of Companies(Appointment and Qualification of Directors) Rule 2014 and the SEBI (Listing Obligationsand Disclosures Requirement) Regulations 2015

C) Formal Annual Evaluation

For the financial year 2016-17 the annual performance evaluation was carried out whichincluded evaluation of the Board independent directors nonindependent directorsexecutive directors Chairman Committees of the Board quantity quality and timelinessof information to the Board. The independent directors evaluated all non-independentdirectors the Board the Committees the Chairman and the information to the Board. TheNomination and Remuneration Committee and the Board evaluated performance of theindependent directors the Board itself the Chairman the Executive Directors theCommittees of the Board the information provided to the Board. All results weresatisfactory.

18. Number of Board Meetings of Board of Directors

The Board of Directors duly met 14 times during the financial year for which propernotices were given and the proceedings were properly recorded in the Minutes Bookmaintained for the purpose.

Serial no. Date of Board Meeting Name of director who attend Board Meeting
1. 13/04/2016 1. Deepak Mittal
2. Rakhi Mittal
3. Rajpal Walia
2. 25/04/2016 1. Deepak Mittal
2. Rakhi Mittal
3. Rajpal Walia
3. 02/05/2016 1. Deepak Mittal
2. Rakhi Mittal
3. Rajpal Walia
4. 06/07/2016 1. Deepak Mittal
2. Rakhi Mittal
3. Rajpal Walia
03/09/2016 1. Deepak Mittal
2. Rakhi Mittal
3. Rajpal Walia
6. 19/10/2016 1. Deepak Mittal
2. Rakhi Mittal
3. Rajpal Walia
7. 25/11/2016 1. Deepak Mittal
2. Rakhi Mittal
3. Rajpal Walia
8. 02/01/2017 1. Deepak Mittal
2. Rakhi Mittal
3. Rajpal Walia
9. 16/01/2017 1. Deepak Mittal
2. Rakhi Mittal
3. Rajpal Walia
10. 27/01/2017 1. Deepak Mittal
2. Rakhi Mittal
3. Rajpal Walia
11. 06/02/2017 1. Deepak Mittal
2. Rakhi Mittal
3. Rajpal Walia
12. 23/02/2017 1. Deepak Mittal
2. Rakhi Mittal
3. Rajpal Walia
13. 07/03/2017 1. Deepak Mittal
2. Rakhi Mittal
3. Rajpal Walia
14. 17/03/2017 1. Deepak Mittal
2. Rakhi Mittal
3. Rajpal Walia
4. Abhay Kumar
5. Raman Kumar Sah
6. Nivesh Kumar Jha

19. Audit Committee

Pursuant to provision of Section 177 of Companies Act 2013 read with Regulation 18 ofSEBI (Listing Obligation and Disclosure requirements) Regulation 2015. Audit Committee ofthe company as on the date of this report constitute of following members:

NAME OF DIRECTOR STATUS NATURE OF DIRECTORSHIP
Raman Kumar Sah Member Non- Executive & Independent Director
Nivesh Kumar Jha Chairman Non- Executive & Independent Director
Deepak Mittal Member Managing Director

20. Details of establishment of vigil mechanism for directors and employees

The Company has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the Company's code of conduct or ethics policy. TheWhistle Blower Policy is available on the website of the Company.

21. Nomination and Remuneration Committee

Pursuant to provision of Section 178(1) of Companies Act 2013 read with Regulation 19of SEBI (Listing Obligation and Disclosure requirements) regulation 2015. Nomination andRemuneration Committee of the company as on the date of this report constitute offollowing members:

Name of the director Status Nature of directorship
Abhay Kumar Chairmen Non-Executive & Independent Director
Raman Kumar Sah Member Non-Executive & Independent Director
Nivesh Kumar Jha Member Non-Executive & Independent Director

22. Stakeholders Relationship Committee

Pursuant to the provisions of Section 178(5) of the Companies Act 2013 and Regulation20 of SEBI(Listing Obligation and Disclosure requirements) regulation 2015 StakeholderRelationship Committee of the company as on the date of this rkeport is constituted offollowing members:

Name of Director Status Nature of Directorship
Raman Kumar Sah Chairperson Non-Executive & Independent Director
Deepak Mittal Member Managing Director
Rajpal Walia Member Whole-Time Director

23. Particulars of Loans Guarantees or Investments under section 186

During the year under review the Company did not grant any loan or provide anyguarantee or made any investment in securities as per the provisions of section 186 of theCompanies Act 2013.

24. Particulars of Contracts or Arrangements with related parties

The particulars of every contract or arrangements entered by the Company with relatedparties referred to in sub-section (1) of section 188 of the Companies Act 2013 includingcertain arms length transactions under third proviso thereto are disclosed in Form No. AOC-2 marked as Annexure-5.

25. Deposits

During the year under review Company did not accept any deposits in terms of Section73 and 74 of the Companies Act 2013 read together with the Companies (Acceptance ofDeposits) Rules 2014.The Company did not have outstanding deposits at the beginning/ atthe end of the year.

26. Particulars of Employees:

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the Members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the Membersat the Registered office of the Company during business hours on working days of theCompany up to the date of ensuing Annual General Meeting. If any Member is interested ininspecting the same such Member may write to the Company Secretary in advance.

27. Secretarial Audit Report

Provisions of section 204 of companies act 2013 relating to Secretarial Audit is notapplicable on our company for the financial year 2016-17.

28. Internal Audit

In pursuant to Section 138 of the Companies Act 2013 and as per the recommendation ofthe Audit Committee the Board of Directors of our Company has appointed VAPS & COChartered Accountantsas the Internal Auditor(s) of the company to carry out the InternalAudit for the Financial year 2016-2017.

29.Risk Management Policy

The Company has adopted the Risk Management Policy which is aimed at creating andprotecting shareholders value by minimizing threats and losses and identifying andmaximizing opportunities. Your Directors periodically review the risks associated with thebusiness or threaten the prospectus of the Company.

30 .Directors' responsibility statement

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

(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

(b) 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 and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

31. Disclosure about cost audit

Provision given under section 148 of Companies Act2013 and rule 14 of company (auditand auditor) rules 2014 is not applicable in our company.

32.Conservation of energy technology absorption foreign exchange earnings and outgo

The provisions related to Conservation of Energy do not apply to our Company.

33. Internal financial controls

The Board of your company has laid down internal financial controls to be followed bythe company and that such internal financial controls are adequate and operatingeffectively.

34.Details of amount received from directors or relative of directors pursuant toCompanies (Acceptence of Deposits) Rules 2014.

Details of amount received from directors or relative of directors pursuant toprovisions of Companies (Acceptence of Deposits) rules 2014 is as follows:

S. No Name of director/relative of director Nature of transaction Amount
1. Rasayana Infra Design Pvt. Ltd. Unsecured loan 9000000
2. SLBL Finance Ltd. Unsecured loan 4500000
3. Mr. Deepak Mittal Unsecured loan 5803564
4. Doon Concrete Gallery Pvt. Ltd. Unsecured loan 20000000
5. Mr. Rajpal Walia Unsecured loan 1073059
6. Smt. Rakhi Mittal Unsecured loan 964

35. Anti sexual Harassment policy

The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every woman employee is treated with dignity and respectand as mandated under "The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013" the Company has in place a formal policy forprevention of sexual harassment at work place and the Company has also Constituted theInternal Complaint Committee across all its locations in Compliance with the requirementof the Act.

The Company has not received any Complaints on Sexual Harassment during the year.

36. Acknowledgements

An acknowledgement to all with whose help co-operation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors
Pushpanjali Realms And Infratech Limited
Sd/- Sd/-
Deepak Mittal Rajpal Walia
(Managing Director) (Wholetime Director)
DIN: 01616201 DIN: 06829234
R/O: 1/1 A Teg Bahadur R/O: 48-A Racecourse Block
Road Dehradun-248001 D.G.A Dehradun-248001
Uttarakhand India Uttrakhand India
Place: Haridwar
Date:30/08/2017