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MBL Infrastructures Ltd.

BSE: 533152 Sector: Infrastructure
NSE: MBLINFRA ISIN Code: INE912H01013
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NSE 00:00 | 23 Jul 23.15 -0.50
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OPEN 23.85
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VOLUME 14525
52-Week high 29.90
52-Week low 5.76
P/E 2.60
Mkt Cap.(Rs cr) 243
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 23.85
CLOSE 23.70
VOLUME 14525
52-Week high 29.90
52-Week low 5.76
P/E 2.60
Mkt Cap.(Rs cr) 243
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

MBL Infrastructures Ltd. (MBLINFRA) - Director Report

Company director report

Dear Members

The Board of Directors is pleased to present the Twenty Fifth AnnualReport of the Company together with the Audited Financial Statements for the financialyear ended 31st March 2020.

Financial Highlights

(Rs. in Lakhs)

Standalone Consolidated
Particulars Year ended Year ended
2019-20 2018-19 2019-20 2018-19
Total Income 25203 22832 31557 24099
Earnings Before Interest Taxes and Depreciation 3836 2238 4816 1596
Less : Interest & Finance Charges 769 640 6614 1799
Less : Depreciation 1430 1450 5461 1980
Profit Before Tax and Exceptional Item 1637 148 (7260) (2183)
Exceptional item (Net) (Transferred to capital Reserve) 28467 (28371) 28467 (28371)
Profit before Tax* 30104 (28223) 21207 (30554)
Less: Provision for Tax (Current & Deferred) (5328) (4099) (5314) (4168)
Profit After Tax* 35432 (24124) 26521 (26386)
Transfer to Capital Reserve 28467 (28371) 28467 (28371)
Balance carried to Balance Sheet 6965 4248 (1946) (1985)

* Including exceptional items (refer Note No. 37 to the FinancialStatements)

State of the Company's affairs

Resolution Plan of the Company under Insolvency & Bankruptcy Code2016 ( IBC 2016) was approved by Hon'ble National Company Law Tribunal Kolkata (NCLTKolkata) by order dated 18.04.2018. Some of the banks had preferred appeals before theHon'ble NCLAT against the said order. The Hon'ble NCLAT by order dated 16.08.2019dismissed these appeals finding them without any merit. One of the dissenting financialcreditor with minority voting share of 4.01% has preferred an appeal before Hon'bleSupreme Court against the order dated 16.08.2019 of Hon'ble NCLAT which is pending. TheCompany has received legal opinion that the Resolution Plan is legally approved and isbinding on all stakeholders and there is no merit in the appeal filed. In the unlikelyevent of ultimate rejection of the Resolution Plan the Company may go under liquidationand may not be a going concern and the financial statements have to be restated.

Since the approval of the Resolution Plan under IBC 2016 by order ofHon'ble NCLT Kolkata on 18.04.2018 the Company has taken necessary steps for theimplementation of the Resolution Plan.

The contribution of the Promoters and entities forming part of PromoterGroup of Rs 6330 lakhs (Rs 4011.00 lakhs fresh induction and Rs 2319.00 lakhs out ofexisting dues) has helped the Company to substantially complete several public interestprojects and smooth running of the operations of the Company. The following projects havebeen completed/handed over since the approval of the Resolution Plan:

1. Development & Operation of Bikaner - Suratgarh Section of NH-62(Km. 553/869 of NH-11 to Km. 173/000 of NH-62) in the State of Rajasthan on DBFOT basisfor Ministry of Road Transport & Highways through PWD Rajasthan. (PCOD- 90.86%)

2. Widening & Strengthening of existing National Highway from 2Lane to 4 Lane from Km 183.000 to 163.895 of Sonapur to Guwahati Section of NH-115(earlier NH-37 in the State of Assam on EW-II under program of NHDP Package AS-03 forNational Highways Authority of India.

3. Improvement / Upgradation of roads and bridges of Shivganj -Rafiganj - Goh-Uphara-Devkund-Baidrabad Road (SH-68) Package-1 for Bihar State RoadDevelopment Corporation Ltd.

4. Rehabilitation and up gradation of Pundibari to Baxirhat section ofNH-10 (earlier NH-31) from Km 770.00 to 816.00 of NH-31 in the State of West Bengal to twolanes with paved shoulders under NHDP-IV on EPC basis for Ministry of Road Transports& Highways.

5. Construction of residential accommodation for NHAI Staff at DwarkaNew Delhi for National Highways Authority of India.

6. Construction of two lane Railway Over Bridge at Sonepat Purkhas MoiRoad at Level Crossing No. 29 on Delhi Ambala Railway Line in Sonepat Distt Haryana forHaryana State Roads and Bridges Development Corporation Ltd.

7. Construction of 96 flats {Basement + Ground + 12 storey ) TulsiTower I/C Internal W/S S/F Internal Electrification works & Development work atTulsi Nagar Bhopal Madhya Pradesh for Madhya Pradesh Housing & InfrastructureDevelopment Board.

8. Construction of Police Line & Residential Quarters at KondliCheck Post Delhi for Ministry of Home Affairs Delhi Police through RITES Ltd.

9. Redevelopment of Police Colony Delhi Cantt Delhi for Ministry ofHome Affairs Delhi Police through RITES Ltd.

The qualification/bidding capacity of the Company has substantiallyincreased with completion /handing over of these projects. Since the approval of theResolution Plan workmen have been paid in full. Substantial payments have been made to theoperational creditors and there is regularity in payment of current operational creditors.

Despite the COVID-19 pandemic crisis Company has been able to pay allits current employees and workmen and execute on going public interest projectssuccessfully. On the implementation of the Resolution Plan by the financial creditors theCompany with enhanced bid capacity shall endeavor to win 4-5 large ticket size projectswhich will bring back its glory.

The commercial operations of toll collections for 90.86% of 172.384 kmsof the BOT project at Suratgarh-Bikaner Section of NH-62 in the state of Rajasthan wascommenced by Suratgarh Bikaner Toll Road Pvt Ltd. 100% owned subsidiary of the Companysince 17.02.2019 .The remaining EPC work of aforesaid BOT project is under execution andthe toll collections are expected to improve going forward.

The financial performance of the Company was adversely effected duringthe year due to non-implementation of the Resolution Plan by working capital Bankers. Asper the approved Resolution Plan there is waiver of interest/penal interest/interest oninterest /other penal charges on delayed payments from the date of NPA till theimplementation of the Resolution plan by the financial creditors.

The total income of the Company during the Financial year 201920 was Rs25203 lakhs on standalone basis and Rs 31557 lakhs on consolidation basis as against Rs22832 lakhs on standalone basis and Rs 24099 lakhs on consolidation basis during F Y2018-19. The Company had profit (including exceptional items) of Rs 35432 lakhs onstandalone basis and Rs 26522 lakhs on consolidation basis during F Y 2019-20 as againstloss of Rs. 24124 lakhs on standalone basis and loss of Rs 26386 lakhs on consolidationbasis during F Y 2018-19. The Exceptional items include Rs 28467 lakhs during F Y 2019-20and (Rs. 28371lakhs) during F Y 2018-19 arising out of adjustment due to IBC 2016.

On account of cost over-run arising due to client responsibilitydelays client's suspension/termination of projects deviation in design change in scopeof work etc. significant amounts have been withheld. The Company has taken necessarysteps for the realization of such receivables and these are at different stages ofnegotiations/ arbitration/ dispute resolution/ litigation. The Company has been able towin some of the arbitration awards.

The Company has inducted many professionals in various departments tostrengthen the management of the Company.

There are immense opportunities available to the Company in its corecompetency area.

Changes in the Nature of Business

There has been no change in the nature of business of the Companyduring the financial year 2019-20.

Changes in Share Capital

During the period under review there has been no changes in theauthorized and paid up share capital of the Company.

Non-Convertible Debentures

At the time of the approval of the Resolution Plan on April 18 2018the dissenting financial creditors were required to be paid liquidation value in termsIBC 2016 read with Regulation 38 (1) of Insolvency and Bankruptcy Board of India(Insolvency Resolution Process for Corporate Persons) Regulations 2016 (IBCRegulations). Therefore the Company in terms of the approved Resolution Plan had issued0.10 % p.a. Secured Non-Convertible Debentures aggregating to Rs.88085 lakhs on April 302018 to the working capital banks who had voted in favour of approved Resolution plan. Theaforesaid debentures are redeemable in 39 unequated quarterly installments starting fromthe date of implementation of Resolution Plan at a premium of 10% payable at time of finalredemption and provision was made for payment of liquidation value to dissenting financialcreditors.

However in view of the judgement of Hon'ble NCLAT that the dissentingfinancial creditors would be treated at par with the assenting financial creditors and theresolution plan is also binding on them Regulation 38(1) were amended on October 052018. The Company consequent to the amendments made in IBC Regulations on February 142019 issued 0.10 % p.a. Secured Non-Convertible Debentures aggregating to Rs.30749 lakhsto the dissenting financial creditors on same terms and conditions of repayment as ofassenting financial creditors.

Pursuant to the judgement of Hon'ble Supreme Court Section 30(2) (b)of IBC 2016 was amended w.e.f. August 16 2019 and accordingly dissenting financialcreditors are to be paid liquidation value as per the Resolution Plan. Therefore 0.10%p.a NonConvertible Debentures aggregating to Rs.30749 lakhs issued by the Company onFebruary 14 2019 to the dissenting financial creditors in accordance with the then IBCRegulations have been cancelled and provision has been made for liquidation value to bepaid to the dissenting financial creditors in terms of the approved Resolution Plan onimplementation of the Resolution Plan by the financial creditors .

The approved Resolution Plan has not been implemented by the workingcapital banks and as such repayment obligations has not started and the requirement ofmaking deposits /investments equivalent to 15% of the non-convertible debentures maturingduring the financial year 2020-21 or at 31s' March 2021 cannot be ascertained.The Company will comply with the requirement as and when the approved resolution plan isimplemented by the financial creditors.

Transfer to Reserves

During the financial year 2018-19 pursuant to the judgement of Hon'bleNCLAT and amendments made in the then IBC Regulations that there is no disparity betweenassenting and dissenting financial creditors and the Resolution Plan is binding on allstakeholders the Company had issued Non-Convertible Debentures to the dissentingfinancial creditors in line with the assenting financial creditors. Accordingly Rs 26720lakhs being the difference between the dues of the dissenting financial creditors andtheir share in the liquidation value and being capital in nature was transferred tocapital reserve.

However in view of the judgement of the Hon'ble Supreme Court earlierprovision of IBC Regulations has been reinstated i.e. the dissenting financial creditorsare entitled for the proportionate share of the assessed liquidation value. Difference infinancial liabilities i.e. Non-Convertible Debentures Cash Credit Facilities and WorkingCapital Term Loans in terms of the approved Resolution Plan and liquidation value to thedissenting financial creditors aggregating to Rs.28372 lakhs has been adjusted resultingfrom Corporate Insolvency Resolution Process (CIRP). Consequent to cancellation ofnon-convertible debentures aggregating to Rs.30749 lakhs issued to dissenting financialcreditors Debenture Redemption Reserve to extent of Rs.7687 lakhs has been written backand transferred to General Reserve.

Dividend

The Directors do not recommend any dividend for the year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report is enclosed as Annexure-A andforms integral part of this Annual Report.

Material Changes and Commitments if any Affecting the FinancialPosition of the Company which have occurred between the end of the Financial Year of theCompany to which the Financial Statements relate and the date of the Report

Other than as stated elsewhere in this report there are no materialchanges and commitments affecting the Financial Position of the Company which haveoccurred between the end of the Financial Year of the Company to which the FinancialStatements relate and the date of the Report.

Annual Return

As required under Section 134 (3) (a) of the Companies Act2013 (Act)the Annual Return for the year 2018-2019 and 2019-20 is put on the website and is atweblink https:// www.mblinfra.com/ corporategovernance.php.

Corporate Governance

The Company has complied with the requirement of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("LODR") relating to Corporate Governance Report ("CGR"). Aseparate section titled "Corporate Governance Report" along with the PracticingCompany Secretary Certificate on Corporate Governance pursuant to requirement ofRegulation 34 read with Para C of Schedule V of the Listing Regulations confirmingcompliance with the conditions of the Corporate Governance is annexed as Annexure- B andforms integral part of this Report. The company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India.

Board Meetings

During the year 6 (Six) Board Meetings were convened and held detailsof which are provided in enclosed Corporate Governance Report. The intervening gap betweenthe meetings was within the period prescribed under the Act and LODR.

Independent Directors Declaration

The Company has received declarations from Mr. Ashwini Kumar Singh Mr.Bhagwan Singh Duggal and Ms. Sunita Palita Independent Directors of the Companyconfirming that they meet the criteria of independence as laid down under Section 149(6)of the Act and Regulation 16 of LODR. In the opinion of the Board the IndependentDirectors possess the requisite expertise and experience and are persons of high integrityand repute. There has been no change in the circumstances affecting their status asIndependent directors of the Company and they are not aware of any circumstances orsituation that could impair or impact their ability to discharge their duties with anobjective independent judgement and without external influence.

Board Evaluation

The Board in terms of the policy devised by Nomination &Remuneration Committee and pursuant to the provisions of the Act and LODR has carried outan annual performance evaluation of its own as well as its Committees and individualdirectors. The manner in which the evaluation has been carried out is stated in theenclosed Corporate Governance Report.

Directors & Key Managerial Personnel

Mr. Ashwini Kumar Singh Mr. Bhagwan Singh Duggal and Ms Sunita PalitaIndependent Directors have been reappointed by the shareholders of the Company for afurther period of 5 years. Mr. Anjanee Kumar Lakhotia Chairman and Managing Director ofthe Company retire by rotation at the ensuing Annual General Meeting ("AGM")and being eligible offers himself for reappointment. The Board recommends hisre-appointment for the consideration of Members of the Company at the ensuing AnnualGeneral Meeting. The brief resume/profile of Mr. Anjanee Kumar Lakhotia is attached withNotice for the ensuing Annual General Meeting.

Pursuant to Section 203 of the Companies Act 2013 the Key ManagerialPersonnel of the Company are Mr. Anjanee Kumar Lakhotia Chairman and Managing DirectorMr. Darshan Singh Negi Chief Financial Officer and Mr. Anubhav Maheshwari CompanySecretary and Compliance Officer.

Directors' Responsibility Statement

Your Directors here by confirm that:

a. in the preparation of the annual accounts for the year ended 31stMarch 2020 the applicable accounting standards had been followed along with properexplanations wherever required;

b. they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of profit of the Company for that period;

c. they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down Internal Financial Controls to be followed bythe Company and that such Internal Financial Controls were adequate and operatingeffectively; and

f. they have proper systems to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

Corporate Social Responsibility (CSR)

The CSR policy of the Company is in accordance with the requirement ofthe Companies (CSR policy) rules 2014 and is available on company website at https: //www.mblinfra.com / uploadimages /pdf/pdf_1502256043.pdf The expenditure on activitiesundertaken are in accordance to schedule VII of the Act. There has been no changes in thepolicy during the year.

The Annual report on the CSR activities is enclosed as Annexure-C andforms integral part of this Report.

Performance of Subsidiary Companies

The contribution of the Subsidiary Companies to the overall performanceof the Company is given as note 49 of the consolidated Financial Statement. Pursuant toSection 129(3) of the Act and Ind AS -110 issued by the ICAI consolidated financialstatements includes financial statement of subsidiary companies. The statement containingsalient features of the financial statement of the subsidiary companies is enclosed as Annexure- D and forms integral part of the Report.

Suratgarh Bikaner Toll Road Company Pvt. Ltd. is a material subsidiaryof the company as per thresholds laid down under

Listing Regulations. The Board of Directors of the company has approveda policy for determining material subsidiaries which is in line with the ListingRegulations as amended from time to time. The policy was amended w.e.f. 01/04/2019 in linewith the amendments made to Listing Regulations. The policy has been uploaded on websiteof the company at weblink https:// www. mblinfra.com/corporategovernance.php.

The Audited accounts of each subsidiary is placed on the website of theCompany www.mblinfra.com and copy of separate financial statement in respect of eachsubsidiary shall be provided to any shareholder of the Company. These documents are alsoavailable for inspection at the registered office of the Company for the period of 21daysbefore the date of AGM.

During the year the Board of Directors reviewed the affairs of theSubsidiary Companies. Summary of the BOT projects undertaken by the company through itssubsidiary companies is as under:

Project SPV/ Subsidiary companies Type Current Status
Developing and Operation of Bikaner - Suratgarh Section of NH - 15 in the State of Rajasthan Suratgarh Bikaner Toll Road Company Private Limited Toll Operational (PCOD 90.86% achieved)
Strengthening Widening Maintaining and Operating of 18.303 kms Waraseoni- Lalbarra Road in the State of Madhya Pradesh MBL (MP) Toll Road Company Limited Toll + Annuity Operational

AUDITORS

Statutory Auditors

M/s SARC & Associates Chartered Accountants (Firm RegistrationNo. 006085N) were appointed as Statutory Auditors of the Company in the Annual GeneralMeeting held on 11th November 2017 for period of 5 (Five) consecutive years. The Auditorhave confirmed that they are not disqualified from continuing as Statutory Auditor of theCompany and hold a valid certificate issued by Peer Review Board of the ICAI. The Auditorsattended the AGM of the Company.

The Auditors report does not contain any qualifications reservationand adverse remark or disclaimer. The note on financial statement referred to AuditorsReport are self-explanatory and do not call for further comments. There has been no fraudreported by the Statutory Auditors during the period.

Secretarial Auditors

The Secretarial Audit was conducted by M/s Mehak Gupta &Associates Practicing Company Secretary for the FY 2019-20. The Secretarial Audit Reportis enclosed as Annexure - E and forms integral part of the Directors Report. TheSecretarial Audit report does not contain any reservations or adverse remarks ordisclaimers except for delay in submissions of the Audited Financial Results for thequarter and year ended 31s' March 2018. The Board states that the Company hasagain made submissions before NSE for delayed submissions of results citing reasons beyondthe control of the Company and it was unintentional and has requested for waiver of fine.There has been no fraud reported by the Secretarial Auditor during the period. The Boardof Directors of the Company has appointed M/s Mehak Gupta & Associates PracticingCompany Secretaries to conduct Secretarial Audit of the Company for the Financial Year2020-21 after obtaining written consent from them that their appointment is in accordancewith applicable provisions of the Act and rules made therein.

Pursuant to Circular No.CIR/CFD/CMD1/27/2019 dated February 08 2019issued by SEBI the Company has also obtained Annual Secretarial Compliance Report fromM/s. Anjali Yadav & Associates Practicing Company Secretaries on compliance of allapplicable SEBI Regulations and circulars/ guidelines issued thereunder and the copy ofthe same has been submitted with the Stock Exchanges within the prescribed due date.

The Secretarial Audit Report of Kuldeep Yadav & AssociatesPracticing Company Secretary for material unlisted company is enclosed as Annexure-F. TheSecretarial Audit report does not contain any reservation or adverse remarks ordisclaimers. There has been no fraud reported by the Secretarial Auditor during theperiod.

Cost Auditors

As per the requirements of Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time company isrequired to maintain cost records and accordingly such accounts are made and maintainedevery year. The Board of Directors on the recommendation of Audit Committee has appointedM/s Dipak Lal & Associates Cost Accountant as Cost Auditors of the Company for theFinancial Year ending 2020-21 at a remuneration of Rs. 35000/- (Rupees Thirty fivethousand only) plus applicable taxes and reimbursement of out of pocket expenses subjectto ratification by members in the ensuing AGM.

The Cost Audit report for FY 2018-19 does not contain any qualificationor reservation or adverse remark or disclaimer. There has been no fraud reported by theCost Auditor during the year.

Particulars of Loans Guarantees or Investments

Details of loans guarantees or investments made under Section 186 ofthe Act are given in the note to the financial statements.

Particulars of Contract or Arrangements with Related Parties

The Company related party transactions ("RPT") are with itsSubsidiary Companies Special Purpose Vehicle Associate Companies JointVentures/Enterprise-Participation which are entered for synergy of operation long-termsector environment strategy legal requirements liquidity and capital requirement ofSubsidiary Companies Associate Companies Joint Venture/ Enterprise Participation.

All contracts/arrangements/transactions entered by the Company withrelated parties for the year under review were on arm's length basis and in the ordinarycourse of business. Hence disclosure in form AOC- 2 under the Act read with the rulesmade therein is not required. The shareholders in the Annual General Meeting held on 29'hSeptember 2018 have approved to undertake related party transactions fora period of fiveyears not exceeding aggregate amount of Rs 1000 crores per annum. The Company has notentered into any contract/ arrangement/ transaction which would be considered as materialin accordance with the policy of the Company on the materiality of the related partytransaction. The details of RPT transactions forms part of the notes to audited financialstatement.

None of the transaction with any related parties were in conflict withthe Company interest.

The policy on Related Party Transactions as approved by the Board ofDirectors of the Company may be accessed on the weblink https://www.mblinfra.com/corporategovernance.php.

Significant and Material Orders

One of the dissenting financial creditor having minority voting shareof 4.01% has preferred appeal against the order dated 16.08.2019 of Hon'ble NCLAT whichis pending. The Company has received legal opinion that the Resolution Plan is legallyapproved and is binding on all stakeholders and there is no merit in the appeal. In theunlikely event of ultimate rejection of the Resolution Plan the Company may go underliquidation and may not be a going concern and the financial statements have to berestated.

Further the members attention is drawn to the statement of contingentliabilities commitments in the notes forming part of Financial Statements.

Details of Conservation of Energy Technology Absorption and ForeignExchange Earnings and outgo

1. Conservation of energy is an ongoing process in the Company'sactivities. As the core activities of the Company are not energy intensive activity noinformation is to be furnished regarding conservation of energy.

2. The Company had not undertaken any research and development activityfor any manufacturing activity nor was any specific technology obtained from any externalsources which needs to be absorbed or adapted.

3. During the period under review the Company has not made anyexpenditure nor made any earnings in foreign currency.

Risk Management

The Company has a mechanism in place to inform Board Members about therisk assessment and minimization procedures. The Company has in place Risk ManagementPolicy and Risk Manual which helps in framing implementing and monitoring the riskmanagement plan of the Company. The details of the identification of the various riskassociated with the business of the Company which in the opinion of the Board may threatenexistence of the Company is detailed in the enclosed Management Discussion & AnalysisReport ("MDA").

Committees of Board

The Board of directors have the following committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Corporate Social Responsibility Committee

Apart from above the Board has two (non-statutory) committees namelyBanking committee and Management Committee.

The Composition terms of reference and number of meetings of theCommittees during the period under review is covered in the enclosed CGR.

Particulars of the Employees

During the period under review no employee was paid remuneration inexcess of the limit specified under Rule 5(2) of the Companies (Appointment andRemuneration) Rules 2014. Disclosure pursuant to Section 197(12) of the Act forms part ofReport. The Reports and Accounts are being sent to Members and other entitled theretoexcluding the information on employee's particulars which is available for inspection bythe Members at the Registered Office of the Company during business hours on any workingday. If any member is interested in obtaining a copy thereof such member may write toCompany Secretary in this regard.

Remuneration Policy

The Company has in place Remuneration Policy for Directors KeyManagerial Personnel and Senior Management Personnel to align with the requirement of theAct and LODR. The brief particulars of the remuneration policy are stated in the enclosedCGR and is available on the website of the company at weblink https://www.mblinfra.com/corporategovernance.php. There has been no changes in the policy duringthe year.

Statement in Respect of Adequacy of Internal Financial Controls withReference to the Financial Statements

The purpose of the internal control is to prevent risk arising incourse of operations by adopting appropriate controls and process especially with regardto conformity with the laws compliance with the strategy the quality of accounting andreporting and the quality of process and protection of assets amongst others.

Your Company has an effective internal control system commensurate toits size scale and complexities of its operations. The Company has in-house InternalAudit Department comprising of professional executives. The Internal Audit Department hasconducted the Internal Audit in line with the scope formulated functioning periodicityand methodology agreed with the Audit Committee. The Internal Audit Department monitorsand evaluate the efficacy and adequacy of the internal control system in the Company itscompliance with operating systems and accounting procedures and policies adopted by it.Based on the reports of the internal audit process owners undertake corrective action intheir respective areas and thereby strengthening the controls. The Company has appointedconsultants/professionals to conduct Cost Audit and Secretarial Audit and observationsmade if any are reviewed by the Management periodically and corrective actions ifrequired are taken.

Whistle Blower Policy/ Vigil Mechanism

The Company has in place Vigil Mechanism/ Whistle Blower Policy fordirector and employees to report genuine concerns. The policy is available on the websiteof the Company www.mblinfra.com and the brief particulars of the establishment of VigilMechanism is provided in the enclosed CGR.

Deposits

During the period under review no deposits were accepted by theCompany.

Disclosures under Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013.

Your Company has in place a policy on Prevention of Sexual Harassmentat workplace. This policy is in line with the requirements of The Sexual Harassment ofWomen at the Workplace (Prevention Prohibition & Redressal) Act 2013. All employeeswhether permanent contractual temporary and trainees are covered under this Policy. Asper the said Policy an internal Complaints Committee is also in place to redresscomplaints received regarding sexual harassment. No case or complaint was filed pertainingto Sexual Harassments policy.

Acknowledgements

We convey our grateful appreciation for the valuable patronage andco-operation received and goodwill enjoyed by the Company from all the Stakeholders itsesteemed customers shareholders business associates banks financial institutionsgovernment Authorities and other stakeholders.

We place on record our appreciation to the contribution made by theemployees at all levels.

By Order of the Board
For MBL Infrastructures Ltd.
Place: New Delhi Anjanee Kumar Lakhotia
Date: 13'h July 2020 Chairman & Managing Director

.