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Infra Industries Ltd.

BSE: 530777 Sector: Others
NSE: N.A. ISIN Code: INE287D01019
BSE 00:00 | 18 Jul Infra Industries Ltd
NSE 05:30 | 01 Jan Infra Industries Ltd
OPEN 8.09
PREVIOUS CLOSE 7.71
VOLUME 350
52-Week high 8.82
52-Week low 4.33
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.09
CLOSE 7.71
VOLUME 350
52-Week high 8.82
52-Week low 4.33
P/E
Mkt Cap.(Rs cr) 5
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Infra Industries Ltd. (INFRAINDUSTRIES) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 30th Annual Report along with theAudited Financial Statements of the Company for the Financial Year ended 31stMarch 2019.

FINANCIAL SUMMARY:

(Amount in Rupees)
Particulars Year Ended March 2019 Year Ended March 2018
Revenue from operations & Total Income 32991372 42990899
Profit/ (Loss) for the year before providing Depreciation & Financial Charges (3900856) (78371)
Less: Depreciation 2910868 2755357
Financial Charges 6054437 6815964
Profit/(Loss) Before Exceptional Items and Tax (5064449) (9492950)
Add: Exceptional Items -- --
Profit before Tax (5064449) (9492950)
Less: Current Tax
Deferred Tax 113093 81271
Net Profit/Loss after Tax (5177542) (9574222)

The Company has achieved a total income of Rs. 32991372/- during the year underreport as compared to Rs. 42990899/- during the previous year reflecting a decrease of23.26% over the previous year. The net loss of the Company during the year amounted to Rs.5177542 compared to net loss of Rs. 9574222/- in the previous year.

DIVIDEND

With a view to strengthen the financial position and the future growth of the Companyand due to accumulated losses your Directors have not recommended any payment of dividendfor the financial year ended 31st March 2019.

FIXED DEPOSITS

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

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.

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:

M/s. Pathak H.D. & Associates Chartered Accountants (Registration No. 107783W)were appointed as Statutory Auditors of the Company in its 28th Annual GeneralMeeting for a tenure of five years i.e. till the conclusion of 33rd AnnualGeneral Meeting (As per new Companies Amendment Act 2017 read with Notification S.O.1883(E) dated 7th May 2018 deletes the provision of annual ratification forthe appointment of Auditor).

M/s. Pathak H.D. & Associates have given a written confirmation to the Company tothe effect that their appointment if made would satisfy the criteria provided in Section141 of the Companies Act 2013 and would also be in confirmation with the limits specifiedin Section 139 of the Companies Act 2013.

The Notes on Financial Statement referred to in the Auditor's Report are selfexplanatory and do not call for any further comments.

Observations by the Statutory Auditor& Boards comments on the same :

1. Claim not acknowledged as debt - Rs.6885836/- (Previous year Rs.7013630/-)

Boards comments:- Amicable Solution is been worked out and management is confident ofresolving the same.

2. The trade receivables of Rs. 111.62 Lakhs as provided in Note no. 36 pertaining totrade division has remained overdue for an extended period of time.

Boards comments:- Amicable Solution is been worked out and management is confident ofresolving the same.

3. According to the information and explanations given to us no undisputed amountspayable in respect of the aforesaid dues were outstanding as at March 31 2019 for aperiod of more than six months from the date of becoming payable except for the belowmentioned:-

Sr. No. Particulars Amount (In Rs.)
1. Value Added Tax 64327
2. CST Liability 343168
3. GST Liability 2264042
4. Provident Fund 1029867
5. Profession Tax 15400
6. Employee State Insurance 276417
7. TDS 603992
8. Sales Tax Deferral Loan 876880
TOTAL 5474093

Boards comments:-The management is confident of repaying the stated amount in thecurrent financial year.

4. The net worth of the Company has been fully eroded. Company continues to faceliquidity issue due to limited working capital which resulted into lower operations andthe losses. Company continues to explore various options to raise additional financeimprove operating efficiency at plant in order to meet its short term and long termobligations. Although there exists material uncertainty in accomplishing these theCompany has prepared the accompanying financial statements on going concern assumption.

Boards comments:- The management is confident to improve the operating efficiency andturnover the company to profitability.

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 Ms. Shreya Shah Practicing Company Secretary to undertake the SecretarialAudit of the Company. The Secretarial Audit report is annexed herewith to this Report as"Annexure II."

Observations by Secretarial Auditor& Board's Comments on the same :

1. The Company has not complied with the provisions of Section 203 of Companies Act2013 read with Rule 8 of the Companies (Appointment and Qualification of Director) Rules2014 relating to appointment of Company Secretary.

The Company has appointed CS Ms. Surbhi Jain (MEM NO 55650) on 19thApril2019.

5. The Company has failed to file MGT-14 for approval of Directors Report for the year2017-18 appointment of Secretarial Auditor for the year 2018-19 and appointment ofInternal Auditor in terms of provisions of Section 179(3) of the Act read with Rule 8(9)of the Companies (Meetings of Board and its Powers) Rules 2014.

The Company is in process of filing the required forms.

6. The Company has delayed in filing AOC-4 (XBRL) for Financial Statements and MGT-14for Approval of Financial Statements with the Registrar of Companies.

The delay was due to oversight and inadvertence

4. The Company has failed to comply with the requirements of Listing Regulations inrespect of:

i. non-payment of Annual Listing Fees with BSE Limited;

ii. non-disclosure of all such events or information on the Company's website;

iii. delay in submission of prior notice/intimation about the Board meetings to be heldfor approval of unaudited financial results for the quarter ended June 2018 and September2018 within the prescribed period pursuant to regulation 29; and

iv. non - holding of 100% promoters' shareholding in dematerialized mode pursuant toregulation 31(2).

Due to liquidity crises the Company could not pay the same within time. However thecompany is in process of complying with the same.

The website of the company is under the process of updation.

Due to unavoidable circumstances the same got delayed. The Management admits the sameis complied as per laws in future.

The Company has sent reminders to the promoters to meet the requirement of the law atthe earliest.

7. The Company has not made payment of Provident Fund during the year under review.

The Company is in process of the complying with the same.

6. Company was declared as "defaulting Company" by BSE Limited vide BSEcircular LIST/COMP/OPS/02/2019-20 dated April 5 2019 due to non-payment of Annual ListingFees and the trading in the equity shares of the Company was transferred by BSE Limited toTrade-To-Trade mode with price band of 5% or lower as applicable.

The board is in the process arranging funds for the compliance of the same.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Declaration by an Independent Director(s) and Re- Appointment:

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Regulation 16 (1) (b) of the SEBI (Listing Obligation and disclosure requirements)Regulation 2015 with the Stock exchange.

B. Appointment and Cessation:

During the year

Mr. Ramkrishna Ghone was appointed as a Non-executive Independent Director w.e.f. 14thAugust 2018. Ms. Shubhada Banavali was appointed as Non-executive Independent WomanDirector w.e.f. 2nd February 2019. Ms. Surbhi Jain was appointed as CompanySecretary of the Company w.e.f. 19th April 2019.

Mr. Sandeep Shah and Mr. Jagdishchandra Ghumara resigned from the post of Directorw.e.f. 25th October 2018.Mrs. Kavita Pawar resigned from the post of Directorw.e.f. 2nd February 2019.

C. Retirement by rotation:

In terms of the provisions of Section 152(6) of the Companies Act 2013 Mr. Mukesh B.Ambani (DIN: 00005012) retires by rotation at this Annual General Meeting and beingeligible offer himself for reappointment

BOARD MEETINGS:

Seven meetings of the Board of Directors were held during the year. All the directorswere present in all the meetings. Detailed information is as follows:

30.05.2018 14.08.2018 25.10.2018 14.11.2018 23.01.2019
02.02.2019 14.02.2019

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 of the transactions are depicted in AOC 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 SEBI (Listing Obligations & DisclosureRequirement) Regulations 2015 the cash flow statement for the year ended 31.03.2019 isannexed 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:

There is no material events occurred during the financial year affecting the financialposition of the Company.

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 asAnnexure "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 SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.

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 and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed 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: 14.08.2019

Place: Mumbai

.