BRONZE INFRA-TECH LIMITED
Your Directors have pleasure in presenting their 15th Annual Report together with theAudited Financial Statements of the Company for the Year ended March 31 2019.
| || ||(Amount in Rs) |
|Particulars ||March 31 2019 ||March 31 2018 |
|Revenue from Operations ||183997 ||4775149 |
|Other Income ||356829 ||1993194 |
|Total Income ||540826 ||6768343 |
|Profit before depreciation Interest & taxation ||(567657) ||(17395915) |
|Less: Depreciation ||(3227) ||(21888) |
|Interest ||(6396) ||(48564) |
|Profit before taxation ||(592772) ||(17450875) |
|Less: Provision for taxation ||- ||(25564) |
|Earlier Years tax ||- ||- |
|Deferred Tax ||3377 ||(3482) |
|Profit after taxation ||(596149) ||(17472958) |
|Balance carried to Balance sheet ||(596149) ||(17472958) |
During the year under review the Gross Revenue From Operation of the Company in thecurrent year is stood at Rs. 183997/- (One Lakh Eighty Three Thousand Nine Hundred NinetySeven Only) as against Rs. 4775149/- (Forty Seven Lakhs Seventy Five Thousand Onehundred Forty Nine Only) in the previous year. Profit before taxation in the current yearstood at Rs. (592772)/- (Five Lakh Ninety Two Thousand Seven Hundred Seventy Two Only) asagainst Rs. (17450875)/- (One Crore Seventy Four Lakhs Fifty Thousand Eight HundredSeventy Five Only) in the previous year. The net profit/loss of the Company for the yearunder review was placed at Rs (596149)/- (Five Lakhs Ninety Six Thousand One HundredForty Nine Only) as against Rs. (17472958)/- (One Crore Seventy Four Lakhs Seventy TwoThousand Nine Hundred Fifty Eight Only) in the previous year.
During the year under review the Company has not declared any dividend for thefinancial year 2018-19.
Your Company did not transfer any amount to General Reserve for the financial year2018-19.
The paid up equity capital as on March 31 2019 was Rs. 172765000/- (RupeesSeventeen Crore Twenty Seven Lacs Sixty Five Thousand Only). There was no public Issueright issue bonus issue or preferential issue etc. during the year. The Company has notissued shares with differential voting rights sweat equity shares nor has it granted anystock options.
CHANGES IN THE NATURE OF BUSINESS:
There has been no Change in the nature of the business of your Company.
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.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees or Investments under Section 186 of the Companies Act2013 are given in the notes to the Financial Statements.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations.
The scope of work includes review of process for safeguarding the assets of theCompany review of operational efficiency effectiveness of systems and processes andassessing the internal control strengths in all areas.
CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:
In pursuance of the provision of Section 135 of the Companies Act 2013 the CSRprovisions are not applicable to your Company.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The particulars of conservation of energy and technology absorption as required underSection 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts) Rules2014 are not applicable to your Company.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there were no earnings from foreign exchange and outgofor the purpose of business.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
On the recommendation of the Nomination and Remuneration Committee the Board ofDirectors of the Company Mrs. Jayashree Desai (DIN: 08405874) was appointed as AdditionalExecutive Director and Chief Financial Officer of the Company w.e.f 30th March 2019 andMrs. Leena Krishnan Kavassery (DIN: 07532213) was appointed as Chairman and ManagingDirector of the Company w.e.f. 30th March 2019.
Ms. Shweta Sharma resigned from the Board as Chairman and Managing Director of theCompany w.e.f 3rd November 2018
Further Ms. Shweta Sharma also resigned from the post of Chief Financial Officer ofthe Company w.e.f 12th February2019.
The Board hereby places on record its sincerest thanks and gratitude for the invaluablecontribution made by them towards the growth and development of the Company during hertenure.
None of the Directors of the Company are disqualified as per the provisions of Section164 of the Companies Act 2013
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each of the Independent Directorsunder section 149(7) of the Companies Act 2013 that he/she meets the criteria ofIndependence laid down in section 149(6) of the Companies Act 2013.
FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act 2013 the Board has carried out theannual performance evaluation of its own performance the Directors individually includingthe Chairman of the Board as well as the evaluation of the Committees of the Board. Astructured questionnaire was prepared after taking into consideration inputs received fromthe Directors. The performance evaluation of the Independent Directors was also carriedout by the entire Board.
The results of the evaluation done by Independent Directors were reported to theChairman of the Board. It was reported that the performance evaluation of the BoardCommittee etc. was satisfactory. The Directors expressed their satisfaction with theevaluation process.
NUMBER OF MEETINGS OF THE BOARD
During the financial year 31st March 2019 7 (Seven) Board Meetings were held. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 i.e. not more than 120 days from the previous meeting.
DIRECTORS' REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178:
Information regarding Director's Remuneration policy and criteria for determiningqualifications positive attributes independence of a director and other matters providedunder sub-section (3) of Section 178 are provided in the Corporate Governance Report.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 the Directors would like tostate that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 and ofthe profit or loss of the Company for the year under review.
iii) The Directors have 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.
iv) The Directors have prepared the annual accounts on a going concern basis.
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 system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES (IF ANY)
Your Company does not have any subsidiary/joint ventures/ Associates Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In line with the provisions of the Section 177(9) of the Act and Regulation 22 of theSEBI (LODR) Regulation the Company has adopted Whistle Blower Policy as part of vigilmechanism to provide appropriate avenues to the Directors and employees to bring to theattention of the management any issue which is perceived to be in violation of or inconflict with the fundamental business principles of the Company.
This vigil mechanism provides for adequate safeguards against victimization ofemployees and directors who avail of the vigil mechanism and also provide for directaccess to the chairperson of the Audit committee in exceptional cases. The CompanySecretary is the designated officer for effective implementation of the policy and dealingwith the complaints registered under the policy.
In today's economic environment Risk Management plays a very important part ofbusiness. The main aim of risk management is to identify assess prioritize monitor andtake precautionary measures in respect of the events that may pose risks to the business.The Company is not subject to any specific risk except risks associated with the generalbusiness applicable to the industry as a whole.
At present the Company has not identified any element of risk which may threaten theexistence of the Company.
RELATED PARTY TRANSACTIONS:
During the year under review the Company had not entered into anycontract/arrangement/ transaction with related parties which could be considered materialas per listing agreement with stock exchanges. Further there are no materiallysignificant related party transactions during the year made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons.
MATERIAL CHANGES AND COMMITMENTS:
No significant and material changes have occurred between the end of the financial yearof the statements relate and the date of the report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
The Board of Directors of the Company based on the recommendation of the Auditcommittee has recommended appointment of M/s. PMPK & Company Chartered Accountants(Firm Registration No. 019681N) as Statutory Auditors of the Company subject to membersapproval to fill the casual vacancy due to resignation of M/s. SSRV & AssociatesChartered Accountants as Statutory Auditors of the Company who shall hold office for aperiod of 5 years (Five years) from the conclusion of this Annual general meeting untilthe conclusion of the Nineteenth Annual General Meeting.
They have furnished a certificate confirming that if appointed their appointment willbe in accordance with Section 139 read with Section 141 of the Companies Act 2013 andthey are not disqualified to be appointed as statutory auditors in terms of section 143 ofthe Act.
The members are therefore requested to appoint M/s. PMPK & Company CharteredAccountants (Firm Registration No. 019681N) as Statutory Auditors of the Company for aterm of five years from the conclusion of this Annual General meeting till the conclusionof Nineteenth Annual General Meeting.
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013. The Auditors' Report does not contain any qualificationreservation or adverse remark.
The Board had appointed M/s Shiwali Jhanwar & Company Practicing CompanySecretary to carry out secretarial audit for the financial year 2018-2019 pursuant toprovision of Section 204 of the Companies Act 2013 and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The Secretarial Audit report is annexedherewith as "Annexure I"
Explanation or comments on qualifications reservations or adverse remarks made byauditors and the practicing Company secretary in their reports
The Secretarial Auditors' Report to the members on the Accounts of the Company for thefinancial year ended 31st March 2019 contains below qualifications reservations oradverse remarks:
1. The Company has not disseminated to the exchange the newspaper publications made bythe Company during the year as required under regulation 47(1) and (3) of SEBI (LODR)Regulation 2015. Here the Management would like to clarify that the company has madepublications in the newspapers as required under the provisions of Regulation 47 of SEBI(LODR) Regulations 2015. Further newspaper publications are not mandatorily required tobe disseminated on the website of the Stock Exchange as per the provisions of Regulation47 of SEBI (LODR) Regulations 2015. Hence keeping in view the provisions of SEBI (LODR)Regulations 2015 the company has not violated any of the provisions of the SEBI (LODR)Regulations 2015 as mentioned by the Secretarial Auditor's.
2. The Company has made delay filing of voting result to the BSE Ltd. for 14th AnnualGeneral Meeting of the Company this is the non-compliance under regulation 44 of SEBI(LODR) Regulation 2015. Here the Management would like to clarify that there was adelay in filing of voting result to the BSE Ltd. due to some technical snag in the serverof the company. However as soon as the error was resolved the company had disseminatedthe same on the website of the Stock Exchange.
EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the CompaniesAct 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014 isannexed herewith as "Annexure II".
PARTICULARS OF EMPLOYEES:
As required under the provisions of Companies Act 2013 and Rule 5(2) and 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 there are noemployee falling under the above category thus no information is required to be given inthe report.
CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:
The Company has complied with the corporate governance code as stipulated under SEBIListing Regulations with the Stock Exchanges. A separate section on corporate governanceunder the listing agreement along with a certificate confirming the compliance isannexed and forms part of this Annual report as "Annexure III" &"Annexure IV" respectively.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN
Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013.
Details pertaining to composition of Audit Committee are included in the report onCorporate Governance. All the recommendations made by Audit Committee were accepted byBoard.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
Your Company always endeavours to keep the time of response to shareholdersrequest/grievance at the minimum. Priority is accorded to address all the issues raised bythe shareholders and provide them a satisfactory reply at the earliest possible time. TheShareholders' Grievance Committee of the Board meets periodically and reviews the statusof the Shareholders' Grievances. The shares of the Company continue to be traded inelectronic forum and de-materialization exists with both the depositories viz. NationalSecurities Depository Limited and Central Depository Services (India) Limited.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS.
During the Financial Year 2018-19 your Company has complied with applicableSecretarial Standards issued by the Institute of Company Secretaries of India.
REPORTING OF FRAUD
The Auditors have not reported any fraud as specified under Section 143(12) of theCompanies Act 2013 other than those which are reportable to the Central Government.
MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013 and accordingly such accountsare not made and maintained by the Company.
CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION
The Chief Executive Officer and Chief Financial Officer Certification as required underregulation 17(8) of the Listing Regulation and Chief Executive Officer declaration aboutthe Code of Conduct is Annexed to this Report marked as Annexure V.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Your Directors also wish toplace on record their deep sense of appreciation for the committed services by theCompany's executives staff and workers.
|Registered Office: ||By Order of the Board of Directors || |
|Unit No. 3/A Imax Lohia ||For Bronze Infra-Tech Limited || |
|Square 23 Gangadhar Babu Lane || || |
|Kolkata -700 012 || || |
|Kolkata -700 012 || || |
|West Bengal ||Leena Kavassery ||Krishnat Shripati Desai |
| ||Managing Director ||Director |
|Place: Kolkata ||DIN : 07532213 ||DIN: 02422088 |
|Date: 21.08.2019 || || |