To the Members
Your directors have pleasure in submitting their 40th Annual Report of theCompany together with the Audited Financial Statements for the year ended 31st March2021.
1. PERFORMANCE & FINANCIAL RESULTS
The Company's financial performance for the year under review along with previousyear's figures is given hereunder: (Rs. in lacs)
|PARTICULARS ||F.Y. 2020-21 ||F.Y. 2019-20 |
|Net Sales / Income from Business ||25.87 ||- |
|Operations || || |
|Other Income ||0.14 ||0.01 |
|Total Income ||26.01 ||0.01 |
|Total Expenditure ||25.57 ||7.55 |
|Profit Before Tax ||0.44 ||(7.54) |
|Less: Tax Expenses ||0.09 ||- |
|Current Tax || || |
|Profit/(Loss) After Tax ||0.35 ||(7.54) |
|Basic & Diluted Earnings per ||(0.00) ||(0.10) |
|Equity Share || || |
2. OPERATIONAL REVIEW
Gross revenues for this financial year stood at Rs 2601156 as against Rs. 1333 inthe previous year. After providing for depreciation and taxation the net profit of theCompany for the year under review was placed at Rs. 35104 as compared to net Loss Rs.753579.67 in the previous year.
No Dividend was declared for the current financial year due to conservation of Profitsincurred by the Company. The provisions of Section 125(2) of the Companies Act 2013relating to transfer of Unclaimed Dividend to Investor Education and Protection Fund donot apply as there was no dividend declared and paid by the Company.
4. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013 The company has not given any loans or guarantees covered underthe provisions of section 186 of the Companies Act 2013.The details of the investmentsmade by company are given in the notes to the financial statements.
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.
6. SHARE CAPITAL:
The paid-up equity capital as on March 31 2021 was Rs.75224800. No Bonus Shares wereissued neither company bought back any of its securities during the year under review. Thecompany has not issued shares with differential voting rights nor granted stock optionsnor sweat equity.
7. EXTRACTS OF 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 in prescribed Form MGT 9is furnished in Annexure A and is attached to this Report.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review. However the Boardhas adopted the Policy in terms of Regulation 23 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 to ensure that all Related Party Transactionswith Related Parties shall be subject to a policy and approval or ratification inaccordance with Applicable Law. This Policy contains the policies and procedures governingthe review determination of materiality approval and reporting of such Related PartyTransactions. The Policy on Related Party
Transactions is uploaded in the Company's website i.e. www.concreteinframedia.com.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
Management and Business Risk Evaluation is an ongoing process within the Organization.Pursuant to Section 134(3)(n) of the Companies Act 2013 the Board has framed a RiskManagement Policy for the Company. The Company has in place a mechanism to identifyassess monitor and mitigate various risks to key business objectives. Major risksidentified by the business and functions are systematically addressed through mitigatingactions on a continuing basis. At present the Company has not identified any element ofrisk which may threaten the business or existence of the Company.
10. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day-to-day business operations ofthe company. The
Company believes in "Zero Tolerance" against bribery corruption andunethical dealings / behaviors of any form and the Board has laid down the directives tocounter such acts. The code laid down by the Board is known as "model code ofconduct". The Code has been posted on the Company's websitewww.concreteinframedia.com. The Code lays down the standard procedure of business conductwhich is expected to be followed by the Directors and the designated employees in theirbusiness dealings and in particular on matters relating to integrity in the work place inbusiness practices and in dealing with stakeholders. All the Board Members and the SeniorManagement personnel have confirmed compliance with the Code. All Management Staff weregiven appropriate training in this regard.
11. 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 andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code.
12. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors payment of Managerialremuneration Directors' qualifications positive attributes independence of Directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure B and is attached to this report.
13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company held 12 Board meetings on 30.06.2020 31.07.2020 25.08.2020 17.09.202017.10.2020 06.11.2020 10.11.2020 25.11.2020 08.12.2020 08.01.2021 10.02.202112.02.2021 and 12.03.2021 during the financial year.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to provisions of Section 152(6) of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Arvind Kumar (DIN: 08769566) will retire by rotation at theensuing AGM of the Company and being eligible offers himself for re-appointment.
Pursuant to provisions of Section 203 of the Companies Act 2013 which came into effectfrom April 1 2014 the Company has appointed Mr. Ishant Bhardwaj (PAN: DNGPB2472H) asChief Financial Officer with effect from 12th February 2021.
Mr. Ishant Bhardwaj (DIN: 08699556) was appointed as Additional and Managing Directorof the Company at the Board Meeting of the Company held on February 12 2021 subject tothe approval of member w.e.f. February 12 2021. Based on the recommendation of theNomination and Remuneration Committee and the same was duly approved by Members by way ofspecial resolution at the 40th AGM of the Company.
Mrs. Priyanka Goutam (DIN: 08898686) was appointed as Independent Director of theCompany at the Board Meeting of the Company held on January 08 2021 subject to theapproval of member for a term of five (5) consecutive years w.e.f. January 08 2021. Basedon the recommendation of the Nomination and Remuneration Committee and the same was dulyapproved by Members by way of special resolution at the 40th AGM of theCompany.
During the year under review the non-executive directors of the Company had nopecuniary relationship or transactions with the Company other than sitting fees if anyand reimbursement of expenses incurred by them for the purpose of attending meetings ofthe Board /Committee of the Company.
None of the Directors of the Company is disqualified for being appointed as Directoras specified under Section 164(2) of the Companies Act 2013 and Rule 14(1) of theCompanies (Appointment and Qualification of Directors) Rules 2014. NecessaryResolution(s) along with disclosure(s) / information(s) in respect of the directorsseeking appointment /re-appointment at the ensuing AGM has been annexed to the Noticeconvening the ensuing AGM. In terms of Schedule V of SEBI Listing Regulations 2015 andamendments thereof your Company has identified the list of coreskills/expertise/competencies which are required in the context of the Company's business(es) and sector(s) for it to function effectively and those which are actually availablewith the Board.
15. PARTICULARS OF MANAGERIAL REMUNERATION
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
I. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
|Directors ||Ratio to median remuneration |
|Mr. Rajeev Kumar Verma ||- |
|Mr. Qamar Serajul Haque ||- |
|Mr. Rajesh Kumar Daruka ||- |
|Mr. Jyotirindra Nath Dey ||- |
|Mr. Ashish Kumar ||- |
|Mr. Ishant Bhardwaj ||- |
|Mr. Arvind Kumar ||- |
|Mr. Ajay Bhardwaj ||- |
|Ms. Rashmi Katiyal ||- |
|Mrs. Priyanka Goutam ||- |
II. There was no increase in remuneration of directors chief financial officer inthe financial year so the percentage increase in remuneration cannot be expressed.Moreover some appointments were made during the financial year and hence information isfor part of the year the same is not comparable.
III. Percentage increase in the median remuneration of employees in the financial year:Nil
IV. Number of permanent employees on the rolls of Company: 6
V. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Therewas no increase in remuneration during the financial year.
VI. The key parameters for any variable component of remuneration availed by thedirectors: N.A.
VII. Affirmation that the remuneration is as per the remuneration policy of thecompany:
The Company affirms remuneration is as per the remuneration policy of the Company.
VIII. There is no employee whose remuneration exceeds the limits prescribed underSection 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
16. REMUNERATION OF DIRECTORS
The details regarding remuneration to Directors are shown separately in MGT-9 attachedas Annexure A which forms part of the Directors Report.
17. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
In terms of the Regulation 25(7) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Clause 49(II)(B)(7)(b) of the erstwhile ListingAgreements the Company has adopted a familiarization programme for the IndependentDirectors.The details of the said program are available on the website of the Companyi.e. www.concreteinframedia.com.
18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM TheAudit Committee comprises of the following three directors: -
(a) Ms. Rashmi Katiyal - Chairman (b) Mr. Arvind Kumar (c) Mrs. Priyanka Goutam
The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co-employees of the Company.
The policy on vigil mechanism is available on the website of the company i.e.www.concreteinframedia.com.
Pursuant to the provisions of Section 134(3)(p) of the Companies Act 2013 andRegulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Board of Directors at its meeting held on 10thFebruary 2021 has carried out an annual performance evaluation of its own performancethe individual directors' performance including that of independent directors.
The parameters based on which the evaluation process is being carried out is fixed bythe Board in terms of the provisions of Companies Act 2013.
In a separate meeting of independent Directors held on 10th March 2021performance of non-independent directors performance of the board as a whole andperformance of the Chairman was evaluated taking into account the views of executivedirectors and non-executive directors.
20. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its Responsibility Statement: -
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures;
(b) 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 and ofthe profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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;
(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating efficiently.Internal financial control means the policies and procedures adopted by the Company forensuring the orderly and efficient conduct of its business including adherence toCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
21. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
22. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateon the date of this report.
23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
24. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(m) of the Companies Act 2013 do not apply to ourCompany. There was no foreign exchange inflow or Outflow during the year under review.
25. STATUTORY AUDITORS
Pursuant to Section 139 of the Companies Act 2013 and Rules made there under M/s.JAGDISH RAI AND ASSOCIATES Chartered Accountants (Firm Registration No. 0031824N) wereappointed as Statutory Auditors to fill the casual vacancy caused by the resignation ofM/s. R. K. Tapadia & Co. Chartered Accountants (Firm Registration No. 318166E) in theBoard Meeting held on 10th day of February 2021 and dully approved by membersby postal ballot dated 9th day of May 2021 to hold office until the conclusionof the 40st Annual General Meeting.
26. SECRETARIAL AUDIT
Mr. Ankur Singh Practicing Company Secretary (ICSI Membership No. ACS 60761) has beenappointed as Secretarial Auditor of the Company for financial year ended 31stMarch2021. The Secretarial Audit Report received from the Secretarial Auditor is annexed tothis report marked as Annexure C and forms part of this report.
27. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Statutory Auditor Report as well as Secretarial Audit Report does not contain anyqualification reservation or adverse remark which needs any explanation or comment of theBoard.
28. LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited Mumbai and CalcuttaStock Exchange Limited Kolkata. Pursuant to the notification of the regulations yourCompany has entered into new Listing Agreement with the aforesaid Stock Exchangesrespectively as mandated under the said Regulations.
29. CORPORATE GOVERNANCE
The Company is committed to maintain transparency in its operations & hence itcomplies with the Corporate Governance requirements. The Corporate Governance Report asper Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and requisite Certificate of Compliance from Statutory Auditor regardingcompliance of conditions of Corporate Governance are not applicable to the company as perregulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
30. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report of the Company comprising of managementperception risks and concerns internal control systems are annexed and forms part of theAnnual report.
Your directors place on records their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Company's activities during the year under review. Your directors thank theshareholders for their support and confidence reposed on your Company and also appreciatesthe dedicated services rendered by the employees at all levels.
For and on behalf of the Board of Directors
| ||Ishant Bhardwaj |
|Place: Kolkata ||Managing Director |
|Date: 26th August 2021 ||DIN: 08699556 |