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India Infraspace Ltd.

BSE: 531343 Sector: Others
NSE: N.A. ISIN Code: INE954M01031
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OPEN 6.30
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VOLUME 606
52-Week high 6.40
52-Week low 1.42
P/E
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
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India Infraspace Ltd. (INDIAINFRAS) - Director Report

Company director report

To

The Members

Your Directors have pleasure in submitting their Annual Report of the Company togetherwith the Audited Statements of Accounts for the year ended 31st March 2020.

FINANCIAL RESULTS

The Group's financial performances for the year under review along with previous year'sfigures are given hereunder:

(Rs. In Lacs)

PARTICULARS Standalone Consolidated
2019-20 2018-19 2019-20 2018-19
Revenue from Operations 0.00 268.22 825.79 668.52
Other Income 0.00 0.67 58.78 15.86
Total Revenue 0.00 268.89 884.57 684.38
Profit (Loss) Before Taxation (13.02) (10.99) (190.33) (14.82)
Tax Expense 0.00 0.00 (50.43) (2.54)
Profit/(Loss) for the period after tax and minority interest (13.02) (10.99) (139.90) (12.28)
Other comprehensive income 0.00 0.00 0.00 0.00
Total comprehensive income (after tax) (13.02) (10.99) (139.90) (12.28)

DIVIDEND

Considering the current cash flow position of the Company the Board of Directors hasnot recommended any dividend on Share Capital of the Company for the year ended on 31stMarch 2020.

REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The total Income during the year has decreased from Rs. 268.22 Lacs to Nil against thelast year. During the year Company incurred loss of Rs. 13.02 against the loss of Rs.10.99 Lacs over the last year. Your directors are hopeful to get better results in thecoming year. The Board of Directors of the Company are continuously making efl^orts forthe growth of your Company.

The Company is in business of trading of various Steel Products IT and electronicproducts and also into various IT enabled services. Business conditions continue to bechallenging. The growth of the Company is subject to opportunities and threats as areapplicable to the industry from time to time.

RESERVES

Company does not propose to carry any amount to any Reserve Account.

SHARE CAPITAL

The paid up Equity Share Capital as at 31st March 2020 is Rs. 2.80 Crores.During the year under review the Company has not issued shares with differential votingrights nor has granted any stock options or sweat equity. The Company has no scheme ofprovision of money for purchase of its own shares by employees or by trustees for thebenefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital andDebentures) Rules 2014 are not required to be disclosed.

EMERGENCE OF COVID-19

The Outbreak of Coronavirus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. Operations of the Company hadbeen closed down w.e.f. 26*h March 2020.

The Company has resumed operations in a phased manner in line with the directives ofthe Government of India. The Company's management has made initial assessment of likelyadverse impact on business and believes that the impact may not be significant over theterms of its contracts. In developing the assumptions relating to the possible futureuncertainties in the global economic conditions because of this pandemic the Company hasused corroborative information. The company believe that the impact of Covid-19 is notmaterial based on the evaluations. Due to the nature of the pandemic the company willcontinue to monitor developments to identify significant uncertainties in future periodsif any. The management does not see any long-term risks in the Company's ability tocontinue as a going concern and meeting its liabilities as and when they fall due.

CORPORATE GOVERNANCE

As per Regulation 15(2) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations") compliance with the corporate governance provisions as specified inregulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and paraC D and E of Schedule V shall not apply to the Company. Although as a good governancepractice a detailed report on Corporate Governance is given as a part of the AnnualReport. The Certificate of the non-applicability of submission of Report on CorporateGovernance is attached to the Report on Corporate Governance. Report on CorporateGovernance is annexed and forms part of this Annual Report.

CHANGE IN THE NATURE OF BUSINESS IF ANY

There are no material changes in the nature of business during the year.

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

There are no material changes and commitment if any afi^ecting the financial positionof the company occurred between the ends of the financial year to which this financialstatements relate and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.

RISK MANAGEMENT

The Company has adopted a Risk Management Policy pursuant to Section 134 of theCompanies Act 2013 and Company has also implemented an integrated risk managementapproach through which it reviews and assesses significant risks on a regular basis tohelp ensure that there is a robust system of risk controls and mitigation in place. Seniormanagement periodically reviews this risk management framework to keep updated and addressemerging challenges. Major risks identified for the Company by the management are Currencyfluctuation Compliances of various applicable Laws Regulatory changes Manufacturing& Supply Litigation Technological Changes and new capital investments return. Themanagement is however of the view that none of the above risks may threaten the existenceof the Company as robust risk mitigation mechanism is put in place to ensure that there isnil or minimum impact on the Company in case any of these risks materialize.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS.

The Company has appropriate internal control systems for business processes with regardto its operations financial reporting and compliance with applicable laws andregulations. It has documented policies and procedures covering financial and operatingfunctions and processes. These policies and procedures are updated from time to time andcompliance is monitored by the internal audit function as per the audit plan. The Companycontinues its efi^orts to align all its processes and controls with best practices.

Details of the internal controls system are given in the Management Discussion andAnalysis Report which forms part of the Board's Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Report on Management Discussion and Analysis Report as required under SEBI ListingRegulations is included in this Report. Certain statements in said report may be forwardlooking. Many factors may affect the actual results which could be different from whatthe Directors envisage in terms of the future performance and outlook.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) Changes in Directors and Key Managerial Personnel

Pursuant to Section 152 of the Companies Act 2013 Mr. Naresh B. Shah (DIN: 01212428)Director of the Company retires by rotation and being eligible offers himself forre-appointment at the ensuing Annual General Meeting. During the financial yearMr.Vishnubhai G. Chauhan (DIN: 01955762) re-appointed as an Independent Director of theCompany for a second term commencing from 30th September 2019 up to 29thSeptember 2024. Mrs.Chetna Kapadia would be re-appointed as an Independent Director ofthe Company subject to approval of shareholders in ensuing Annual General Meeting of theCompany for a second term commencing from 30th March 2020 up to 29thMarch 2025.

There were no other changes in Key Managerial Personnel during the year.

ii) Declaration by an Independent Director(s)

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149 (6) of the Act and Regulation 16(1) (b) of the Listing Regulations. In the opinion of the Board they fulfill theconditions of independence as specified in the Act and the Rules made there under and areindependent of the management.

iii) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee is responsible for developing competencyrequirements for the Board based on the industry and strategy of the Company. Boardcomposition analysis reflects in-depth understanding of the Company including itsstrategies environment operations financial condition and compliance requirements.

iv) Criteria for Determining Qualifications Positive Attributes and Independence of aDirector:

The Nomination and Remuneration Committee has formulated the criteria for determiningqualifications positive attributes and independence of Directors in terms of provisionsof Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule II of theListing Regulations.

v) Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors:

Pursuant to the provisions of the Act and the corporate governance requirements asprescribed by Listing Regulations the Board had carried out performance evaluation of itsown the Board Committees and of the Independent directors. Independent Directors at aseparate meeting evaluated performance of the Non-Independent Directors Board as a wholeand of the Chairman of the Board.

Pursuant to the provisions of the Act and the corporate governance requirements asprescribed by Listing Regulations the Board had carried out performance evaluation of itsown the Board Committees and of the Independent directors. Independent Directors at aseparate meeting evaluated performance of the Non-Independent Directors Board as a wholeand of the Chairman of the Board.

The following were the Evaluation Criteria:

(a) For Independent Directors:

- Knowledge and Skills

- Professional conduct

- Duties Role and functions

(b) For Executive Directors:

- Performance as Team Leader/Member.

- Evaluating Business Opportunity and analysis of Risk Reward Scenarios

- Key set Goals and achievements

- Professional Conduct Integrity

- Sharing of Information with the Board

The Directors expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY

The Company has adopted a Nomination and Remuneration Policy for the Directors KeyManagerial Personnel and other employees pursuant to the provisions of the Act and theListing Regulations. The philosophy for remuneration of Directors Key ManagerialPersonnel and all other employees of the Company is based on the commitment of fostering aculture of leadership with trust. The Remuneration Policy of the Company is aligned tothis philosophy.

It is affirmed that the remuneration paid to Directors Key Managerial Personnel andall other employees is as per the Remuneration Policy of the Company. Details of theRemuneration Policy are given in the Corporate Governance Report.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

The Consolidated Financial Statements of the Company and its subsidiaries prepared inaccordance with Indian Accounting Standards notified under the Companies (IndianAccounting Standards) Rules 2015 ('Ind AS') form part of the Annual Report and arereflected in the Consolidated Financial Statements of the Company. The annual financialstatements of the subsidiaries and related detailed information will be kept at theRegistered Office of the Company as also at the registered offices of the respectivesubsidiary companies and will be available to investors seeking information at any time.

The Company has adopted a Policy for determining Material Subsidiaries in terms ofRegulation 16 (1) (c) of Listing Regulations. The Policy as approved by the Board isuploaded on the Company's website. The consolidated financial results reflect theoperations of the following subsidiaries.

Sr. Name of Company No. CIN/GLN Address of The Company Holding/ Subsidiary / Associate
1 Shaurya Casting Private U28112GJ2012PTC070409 91 Sopan Kesar Industrial Wholly
Limited Hub Sarkhej-Bavla owned
High Way Moraiya Subsidiary
Ahmedabad- 382213 Company

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

Pursuant to the provisions of Section 129 134 and 136 of the Companies Act 2013 readwith rules made thereunder and pursuant to Regulation 33 of the SEBI (ListingObligationsand Disclosure Requirements) Regulations 2015 the Company had preparedconsolidated financial statements of the Company and its subsidiaries and a separatestatement containing the salient features of financial statement of subsidiaries jointventures and associates in Form AOC-1 attached as Annexure-1 which formspart of this Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

DEPOSITS

During the year under review your Company has not accepted any fixed deposits from thepublic falling under Section 73 of the Act read with the Companies (Acceptance ofDeposits) Rules 2014. Thus as on 31st March 2020 there were no depositswhich were unpaid or unclaimed and due for repayment.

INSURANCE

All properties and insurable interests of the company to the extent required have beenadequately insured. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were inthe ordinary course of business and on an arm's length basis. A detailed report onmaterial contracts and arrangements made during the year 2019-20 being arm's lengthtransactions have been reported and annexed hereto in Form AOC-2 as Annexure-2 andforms part of this report.

There are no materially significant related party transactions made by the company withpromoters key managerial personnel or other designated persons which may have potentialconflict with interest of thecompany at large. The Company has adopted a Related PartyTransactions Policy. The Board has formulated Policy on Related Party Transactions.

NUMBER OF MEETINGS OF THE BOARD

During the year Five (5) board meetings were convened and held. Details of boardmeetings and committee meeting are given in the corporate governance report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013.

COMMITTEES OF BOARD

Company has constituted 3 Committees namely Audit Committee Nomination andRemuneration Committee and Stakeholders' Relationship Committee. Committee Meetings to beheld during the year was circulated in advance to the Directors. There have been noinstances during the year when recommendations of the Audit Committee were not accepted bythe Board.

Details of the composition of the Board and its Committees and of the Meetings held andattendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Act and the Listing Regulations.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory Costand Secretarial Auditors including audit of the internal financial controls overfinancial reporting by the Statutory Auditors and the reviews performed by Management andthe relevant Board Committees including the Audit Committee the Board is of the opinionthat the Company's internal financial controls were adequate and efl^ective during thefinancial year 2019-20.

Accordingly pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013the Board of Directors to the best of their knowledge and ability confirm that:

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;

(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance withthe provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating efi^ectively;

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that suchsystems are adequate and operating eff^ectively.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (lEPF).

The provisions of Section 125(2) of the Act does not apply as there was no unclaimedand unpaid dividend or any other amount which require transferring to Investor Educationand Protection Fund (IEPF).

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute Corporate Social Responsibility Committee orspend on social responsibility pursuant to section 135 of the Companies Act 2013.

POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected or incidental thereto with the objective ofproviding a safe working environment where employees feel secure.

The Company has not received any complaint of sexual harassment during the financialyear 2019-20.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has made compliant under Vigil Mechanism/Whistle Blower Mechanism.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI Regulations the Company has put in place afamiliarization programme for the Independent Directors to familiarize them with theirrole rights and responsibility as Directors the working of the Company nature of theindustry in which the Company operates business model etc. The details of thefamiliarization programme are explained in the Corporate Governance Report.

AUDITORS

(i) Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s. GMCA & Co. Chartered Accountants Ahmedabad (Firm Registration No.109850W) wereappointed as Statutory Auditors of the Company from conclusion of the Annual GeneralMeeting (AGM) of the Company held in the year 2017 till the conclusion of the AGM to beheld in the year 2022 subject to ratification of their appointment at every AGM.

The Ministry of Corporate Aff^airs vide its Notification dated 7*h May2018 has dispensed with the requirement of ratification of Auditor's appointment by theshareholders every year. Hence approval of the Members for the ratification of Auditors'appointment is not being sought at the ensuing Annual General Meeting.

The Auditors' Report does not contain any qualification reservation or adverse remarkon the financial statements for the year ended 31s* March 2020. The Notes onfinancial statement referred to in the Auditors' Report are self-explanatory and do notcall for any further comments.

(ii) Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed M/s. Jigar Thakkar & Associates Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the year ended 31st March2020. The Secretarial Audit Report is annexed as Annexure-3.

EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

The Auditors' Report does not contain any qualification. There were no reservations oradverse remarks made by the Auditors in their report. Secretarial Audit Report containsremark regarding Belated payment of Listing fees to BSE Ltd and Custodian fees toDepositories.

SECRETARIAL STANDARDS OF ICSI

The Company is in compliance with the Secretarial Standards on Meetings of the Board ofDirectors (SS-1) and General Meetings (SS-2) issued by The Institute of CompanySecretaries of India and approved by the Central Government.

EXTRACT OF THE ANNUAL RETURN

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in form MGT.9 is annexed as Annexure-4.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

2. The Company does not have any scheme of provision of money for the purchase of itsown shares by employees or by trustees for the benefit of employees.

3. The Managing Director of the Company has not received any commission from theCompany and not disqualified from receiving any remuneration or commission from any ofsubsidiaries of the Company.

4. No fraud has been reported by the Auditors to the Audit Committee or the Board.

5. There is no Corporate Insolvency Resolution Process initiated under the Insolvencyand Bankruptcy Code 2016.

LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited (BSE) with Scrip CodeNo. 531343 & Security ID: INDINFRA. The Company confirms that the annual listing feeto the stock exchange for the financial year 2018-19 has been paid.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no earning and expenditure in the foreign currency. Since the Company doesnot have any manufacturing activities the other particulars required to be provided interms of Section 134(3)(m) of the Companies Act 2013 are not applicable.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 (12) of the Act and Rule 5(1) Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided separately as Annexure-5 to thisReport.

Details of employee remuneration as required under provisions of Section 197(12) of theAct and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 will be made available at the registered office of the Companyduring working hours pursuant to the provisions of the first

proviso to Section 136(1) of the Act and any member interested in obtaining suchinformation may write to the Company Secretary and the same will be made available to anysuch member on request.

ACKNOWLEDGEMENTS

Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year and look forward to their continued support in future.The Directors place on record their sincere appreciation to all employees of the Companyfor their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of Directors
India Infraspace Limited
Pradip B. Shah
Date : 03/09/2020 Managing Director
Place : Ahmedabad DIN: 00297120

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