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Infra Industries Ltd.

BSE: 530777 Sector: Others
NSE: N.A. ISIN Code: INE287D01019
BSE 00:00 | 14 Jun Infra Industries Ltd
NSE 05:30 | 01 Jan Infra Industries Ltd
OPEN 6.10
PREVIOUS CLOSE 6.10
VOLUME 300
52-Week high 6.77
52-Week low 6.05
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.10
CLOSE 6.10
VOLUME 300
52-Week high 6.77
52-Week low 6.05
P/E
Mkt Cap.(Rs cr) 4
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Infra Industries Ltd. (INFRAINDS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 28thAnnual Report along with the AuditedFinancial Statements of the Company for the Financial Year ended 31st March 2017.

FINANCIAL SUMMARY (Amount in Rupees)
Particulars Year Ended March 2017 Year Ended March 2016
Total Income 52277877 116029444
Total Expenditure 84808138 137269328
Profit before Tax 17671068 (21239884)
Less: Current Tax /Deferred Tax - -
Net Profit after Tax 17671069 (21239884)
Balance Brought forward (86389314) (65149430)
Balance carried forward to Balance Sheet (68718245) (86389314)

The Company has achieved a turnover of Rs. 52277877/- during the year under reportas compared to Rs.116029444/- during the previous year reflecting a decrease of 45.06 %over the previous year. The net profit of the Company during the year amounted to Rs.17671069 compared to net loss of Rs. 21239884/- in the previous year.

DIVIDEND

With a view to strengthen the financial position and the future growth of the Companyyour Directors have not recommended any payment of dividend for the financial year ended31st March 2017.

FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73(1) of theCompanies Act 2013 and the Rules made thereunder.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an in house Internal Control System commensurate with the size scaleand complexity of its operations. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee and to the Chairman& Managing Director of the company.

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THECOMPANIES ACT 2013:

The Independent Directors have submitted the Declaration of Independence as requiredpursuant to section 149(7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in sub-section (6).

EXTRACT OF ANNUAL RETURN:

As per provision of Section 134 of the Companies Act 2013 the details forming part ofthe extract of the Annual Return is attached to this Report as "Annexure I" inForm MGT-9.

STATUTORY AUDITORS:

As per provision of Section 139 of Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014 an Audit Firm functioning as Auditor for period of 10 years or moreafter the commencement of provisions of Section 139 of the Act the same auditors furtherappointed for period of three years i.e M/s. Chaturvedi & Shah Chartered Accountants(FRN 101720W) Consequently the retiring auditors have completed the maximum tenure asStatutory Auditors of the Company as provided under the Companies Act 2013 and relevantRules thereunder. Further The Board of Directors on recommendation of Audit Committeehas appointed M/s. Pathak H.D & Associates. Chartered Accountants (Firm

Registration No. 107783W) as Statutory Auditors for the period of 5 years from 28thAnnual General Meeting till the 33nd Annual General Meeting (Subject to ratification forre-appointment of auditors at every general meeting) and processional fees shall bedecided by mutually between statutory auditors and board of directors of the company.

The Report of the statutory Auditors along with the notes to schedule is enclosed tothis report and does not contain any qualification reservation or adverse remark ordisclaimer

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed M/s. H.P. Sanghvi & Company a firm of Company Secretaries in practice(Mumbai) to undertake the Secretarial Audit of the Company. The Secretarial Audit reportis annexed herewith to this Report as "Annexure II." Comments by the board onevery qualification reservation or adverse remark or disclaimer made by the companysecretary in practice in his secretarial audit report.

In respect of the observation made by the Secretarial Auditor in their AuditReport regarding non-updation of Company's website Your Directors state thatCompany was in process of updating the same and has now updated the Company's website.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Board of Directors had appointed Mr. Sagar Parab as a Chief Financial Officer (CFO)in place of Mr. Ganesh Chaturvedi w.e.f. 09th September 2016 pursuant to the provisionsof Companies Act 2013 and SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 entered with the Stock Exchanges. Mrs. Pooja Gandhi Company Secretaryresigned w.e.f 20th June 2017.

BOARD MEETINGS:

There were eleven meetings of the Board held during the year. All the directors werepresent in all the meetings. Detailed information is as follows:

25/05/2016 13/08/2016 14/11/2016 09/03/2017
30/05/2016 09/09/2016 21/01/2017 15/03/2017
02/07/2016 20/10/2016 14/02/2017

BOARD COMMITTEES:

During the year your directors have constituted wherever required the variouscommittees of the Board in accordance with the requirements of the Companies Act 2013 andthe Listing Agreement and SEBI (Listing Obligation & Disclosure RequirementsRegulations) 2015.

The detailed composition of the mandatory Board Committees namely Audit CommitteeStakeholders Relationship Committee and Nomination & Remuneration Committee and otherrelated details are set out as "Annexure III" which forms an integral part ofthis report.

FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD ITS COMMITTEES AND DIRECTORS

The company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors. Formal annual evaluation made by theBoard of its own performance and that of its Committees and individual Directors isannexed as Annexure "IV".

CONTRACT OR ARRANGEMENT WITH RELATED PARTIES

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict ofinterest with the company at large. The gist’s of the transactions are depicted inAOC 2 as Annexure V "

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated Under section 134(3)(m) of the Companies Act 2013 read withrule 8(3) of the Companies (Accounts) Rules 2014 is Annexed herewith as "Annexure-VI".

ENVIRONMENT AND POLLUTION CONTROL:

The Company is well aware of its responsibility towards a better and clean environment.Our efforts in environment management go well beyond mere compliance with statutoryrequirements. The Company has always maintained harmony with nature by adoptingeco-friendly technologies and upgrading the same from time to time incidental to itsgrowth programs.

CASH FLOW ANALYSIS:

In conformity with the provisions of the listing agreement and SEBI (ListingObligations & Disclosure Requirement) Regulations 2015 the cash flow statement forthe year ended 31.03.2017 is annexed with the financial statements.

SHARE CAPITAL

There was no public issue rights issue bonus issue or preferential issue etc. duringthe year. The Company has not issued shares with differential voting rights sweat equityshares nor has it granted any stock options.

MATERIAL EVENTS:

The Company has sold its Land & Factory building situated at Survey No. 147/2B& 147/3 GST Road Pukkathurai Village Madurantakam Taluk Kancheepuram- 603308 forwhich the approval of shareholders was taken vide postal Ballot on 02.07.2016.

DISCLOSURE OF REMUNERATION PAID TO DIRECTOR KEY MANAGERIAL PERSONNEL AND EMPLOYEES

The Company had no employee drawing salary/ remuneration in excess of Remunerationlimits prescribed as per Rule 5(2) of the Appointment and Remuneration of ManagerialPersonnel Rules 2014.

The Details with regards to the payment of Remuneration to the Directors and KeyManagerial Personnel is provided in Form MGT-9 – Extract of the Annual Return(appended as Annexure "I").

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of clause (c) of sub-section (3) of section 134 of Companies Act 2013Directors to the best of their knowledge and belief state that –

1. In the preparation of the annual accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;

2. The Directors have 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;

3. The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

4. The Directors have prepared the annual accounts on a going concern basis; theDirectors have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and

5. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. The Company has in place amechanism to identify assess monitor and mitigate various risks to key businessobjectives. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. These are discussed at themeetings of the Audit Committee and the Board of Directors of the Company.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN

Company has implemented the Policy on Sexual Harassment Policy at workplace in theCompany. It has been made available to all employees through the Company’s intranetportal. During the year under review there were no complaints from any of the employee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis for the year under review is provided as separatesection forming part of this Annual Report.

STATUTORY COMPLIANCES

The Company has complied with all the statutory requirements. A declaration regardingcompliance of the provisions of the various statutes is also made by the Managing Directorat each Board Meeting. The Company ensures compliance of the ROC SEBI Regulations andprovisions of the Listing Agreement.

CORPORATE GOVERNANCE

In view of the exemption granted to the Company vide Circular No. CIR/CFD/POLICYCELL/7/2014 dated.15.05.2014 by SEBI the provision with regard to Corporate Governance /Board Evaluation are not applicable as the paid up equity capital is not exceeding Rs.10crores and/or net worth not exceeding Rs. 25 crores as on the last day of the previousfinancial year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In conformity with the provisions of the Companies Act 2013 policy has been laid downto provide a mechanism for any concerned person of the company to approach Chairman of theAudit Committee for dealing with instance of fraud and mismanagement if any and alsoensure that whistleblowers are protected from retribution whether within or outside theorganization. During the year under review there were no complaints of fraud ormismanagement were reported.

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.

ACKNOWLEDGEMENT

Your Directors wish to extend their sincere gratitude for the assistance guidance andco-operation the Company has received from all stakeholders. The Board further appreciatesthe dedicated services rendered by the employees of the Company.

For and on behalf of the Board of Directors
Infra Industries Limited
Sd/-
Mr. Mukesh Ambani
Managing Director
DIN: 00005012
Date: 23rd August 2017
Place: Mumbai