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MBL Infrastructure Ltd.

BSE: 533152 Sector: Infrastructure
NSE: MBLINFRA ISIN Code: INE912H01013
BSE 00:00 | 04 Oct 19.35 0.15
(0.78%)
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19.65

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19.85

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19.25

NSE 00:00 | 04 Oct 19.35 0.15
(0.78%)
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19.40

HIGH

19.85

LOW

19.25

OPEN 19.65
PREVIOUS CLOSE 19.20
VOLUME 2950
52-Week high 43.65
52-Week low 16.75
P/E 3.74
Mkt Cap.(Rs cr) 203
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 19.65
CLOSE 19.20
VOLUME 2950
52-Week high 43.65
52-Week low 16.75
P/E 3.74
Mkt Cap.(Rs cr) 203
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

MBL Infrastructure Ltd. (MBLINFRA) - Director Report

Company director report

Dear Members

The Board of Directors is pleased to present the Twenty Seventh AnnualReport of the Company together with the Audited Financial Statements for the financialyear ended 31st March 2022.

(Rs in Lakhs)

Standalone Consolidated
Particulars Year ended Year ended
2021-22 2020-21 2021-22 2020-21
Total Income 16148 26009 26047 32234
Earnings Before Interest Taxes and Depreciation 1837 6477 4781 10383
Less : Interest & Finance Charges 32 723 3568 4223
Less : Depreciation 1099 5257 6712 9570
Profit Before Tax and Exceptional Item 706 497 (5499) (3410)
Exceptional item (Net) (Transferred to Capital Reserve) - - - 945
Profit before Tax* 706 497 (5499) (2465)
Less: Provision for Tax (Current & Deferred) * (5653) (8837) (5512) (8802)
Profit After Tax 6359 9334 13 6337
Transfer to Capital Reserve - - - 945
Balance carried to Balance Sheet 6359 9334 13 5392

* Refer to note no. 46 to the Financial Statements.

State of the Company?s affairs

Resolution Plan of the Company under the Insolvency & BankruptcyCode 2016 (IBC 2016) was approved by the Hon?ble National Company Law Tribunal("NCLT") Kolkata by its order dated April 18 2018. The appeals filed by someof the banks were dismissed by the Hon'ble National Company Law Appellate Tribunal("NCLAT") by its order dated August 16 2019 finding them without any merit. TheHon'ble Supreme Court by its order dated January 18 2022 has dismissed the civil appealno. 8411 of 2019 filed by one of the dissenting banks against the Hon'ble NCLAT orderdated August 16 2019. The Resolution Plan has accordingly attained finality.

Promoters and entities forming part of Promoter Group have contributedRs. 6330 lakhs (Rs. 4011.00 lakhs fresh induction and Rs. 2319.00 lakhs out of existingdues) in terms of the approved Resolution Plan. The Company has successfullycompleted/handed over/ received completion certificates for the following public interestprojects 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 basis forMinistry of Road Transport & Highways through PWD Rajasthan. (PCOD- 96.54%).

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 ofShivganj–Rafiganj-Goh-Uphara-Devkund-Baidrabad Road (SH-68) Package-1 for BiharState Road Development 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.(In JV with ABCI)

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) Tulsi TowerI/C Internal W/S S/F Internal Electrification works Development work at Tulsi NagarBhopal Madhya Pradesh for Madhya Pradesh Housing & Infrastructure Development 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.

10. Construction of 222 flats (Basement +Ground +10 storey) atKeelandev Bhopal for Madhya Pradesh Housing & Infrastructure Development Board.

11. Construction of various buildings i/c residences of National LawUniversity in Rajiv Gandhi Education City at Rai in Sonepat District Haryana for PWD (B& R) Haryana The qualification/bidding capacity of the Company has substantiallyincreased with completion /handing over of these projects. Bank Guarantees of Rs. 199.13crores have been released duly discharged by the clients as against Bank Guarantees of Rs.210.51 crores outstanding as on 18.04.2018 (except the Bank Guarantees encashment of whichwas already accounted for in the approved Resolution Plan).

The commercial operations of toll collections for 172.384 kms of theBOT project at Suratgarh-Bikaner Section of NH-62 in the state of Rajasthan was commencedby Suratgarh Bikaner Toll Road Pvt Ltd. 100% owned subsidiary of the Company since17.02.2019. After approval of additional length of 9.780 kms on 18.03.2021 tollingoperations have already started since 01.04.2021 for 96.54% (increased from 90.86%). Thebalance work of the project along with the change of scope works are expected to becompleted within financial year 2022-23.

The total income of the Company during the Financial year 2021-22 wasRs. 16148 lakhs on standalone basis and Rs. 26047 lakhs on consolidation basis as againstRs. 26009 lakhs on standalone basis and Rs.32234 lakhs on consolidation basis during FY2020-21. The Company had profit after tax of Rs.6359 lakhs on standalone basis and aprofit of Rs. 13 lakhs on consolidation basis during FY 2021-22 as against profit of Rs.9334 lakhs on standalone basis and profit (including exceptional items) of Rs. 6337 lakhson consolidation basis during FY 2020 21.

The Resolution Plan of the Company was not implemented by the workingcapital banks first on the plea of pending appeals before Hon?ble NCLAT andthereafter on the plea of pending civil appeal before Hon?ble Supreme Court againstNCLAT order dated 16.08.2019. After dismissal of the civil appeal by Hon?ble SupremeCourt Hon?ble NCLT by order dated 11.03.2022 inter-alia directed implementation ofthe Resolution Plan by working capital banks. An appeal has been filed against order dated11.03.2022 before Hon?ble NCLAT which is pending adjudication. The operations of theCompany are not normal due to non-implementation of the Resolution Plan by working capitalBanks and the financial performance of the Company was adversely affected.

On account of cost over-run arising due to client responsibilitydelays client?s suspension/ termination of projects deviation in design change inscope of work etc. significant amounts have been withheld. The Company is perusing itsreceivables and have taken all steps including arbitration proceedings and has beensuccessful in winning some arbitration awards.

There are lot of opportunities in the core competency area of theCompany. With impetus of the government on infrastructure sector the Company is poisedfor growth trajectory and the level of operations is expected to increase substantiallyafter the documentation by the working capital banks.

Changes in the Nature of Business if any

There has been no change in the nature of business of the Companyduring the financial year 2021-22. The Board of Directors in its meeting held on 28th May2022 approved change in name of the Company from "MBL Infrastructures Ltd." to"MBL Infrastructure Ltd." and consequential changes in the Memorandum &Article of Association of the Company subject to approval of shareholders in ensuingAnnual General Meeting and such other approvals as may be required in connection thereof.

Changes in Share Capital

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

Non-Convertible Debentures

In terms of the approved Resolution Plan the Company had issued 0.10 %p.a. Secured Non-Convertible Debentures aggregating to Rs. 88085 lakhs on April 30 2018to the working capital banks who had voted in favour of approved Resolution plan. Thesedebentures will be reissued after reconciliation in demat form on the execution of workingcapital consortium documents by the Banks. The aforesaid debentures are redeemable interms of the approved Resolution Plan in 39 unequaled quarterly installments.

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 2022-23 or at 31st March 2023 cannot be ascertained. The Companywill comply with the requirement as and when the approved resolution plan is implementedby the working capital banks.

The Company has made provisions for payment of liquidation value todissenting financial creditors in terms of the approved Resolution Plan which will be paidin priority on documentation by the working capital banks before any recovery is made byassenting financial creditors.

Transfer to Reserves

During the period under review no amount is to be transferred toGeneral 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–Aand forms an 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

The Annual Return of the Company as on March 31 2022 is available onthe Company?s website and can be accessed at weblink: https://www.mblinfra.com/uploadingimages/pdf/pdf-1655549845.pdf The Company has complied with therequirement of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("LODR") relating to Corporate Governance Report("CGR").

A section titled "Corporate Governance Report" along with thePracticing Company Secretary Certificate on Corporate Governance pursuant to requirementof Regulation 34 read with Para C of Schedule V of the Listing Regulations confirmingcompliance with the conditions of the Corporate Governance is annexed as Annexure-Band forms 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 5 (five) Board Meetings were convened and held detailsof which are provided in enclosed Corporate Governance Report. In the wake of COVID-19pandemic and to adhere to the lockdown and social distancing norms Directors participatedin the meetings of the Board and Committees held in person/ through video conferencing/other audio visual means. The intervening gap between the meetings was within the period/relaxations due to COVID-19 pandemic provided/ prescribed under the Act and LODR.

Independent Directors Declaration

The Company has received declarations from Mr. Ashwini Kumar Singh Ms.Sunita Palita Mr. Ranjit Datta and Mr. Ram Dayal Modi Independent Directors of theCompany confirming that they meet the criteria of independence as laid down under Section149(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 CGR.

Directors & Key Managerial Personnel

The shareholders in the Annual General Meeting ('AGM') held on 7thAugust 2021 approved appointment of Mr. Ram Dayal Modi as an Independent Director of theCompany for a period of 5 years w.e.f. 13th May 2021 and also approved appointment of Mr.Surender Aggarwal as Non-Executive Director of the Company till 30.09.2022. On therecommendation of the Nomination & Remuneration Committee and subject to approval ofthe shareholders in the ensuing AGM the Board on 28.05.2022 approved re-appointment ofMr. Surender Aggarwal as Whole-time Director /Executive Director of the Company w.e.f.1.10.2022 upto 30.09.2023 liable to retire by rotation. Necessary consent from Mr.Surender Aggarwal to act as Whole-time Director of the Company if appointed anddeclaration that he is not disqualified to act as a director has been received. The Boardis of opinion that his re-appointment is appropriate and in the best interest of theCompany.

Mr. Anjanee Kumar Lakhotia is liable to retire by rotation at theensuing AGM and being eligible offers himself for reappointment. The Nomination andRemuneration Committee and the Board recommends his re-appointment for the considerationof Members of the Company at the ensuing AGM. The brief resume/profile of Mr. AnjaneeKumar Lakhotia is attached with Notice for the ensuing AGM.

Pursuant to Section 203 of the Companies Act 2013 the Key ManagerialPersonnel of the Company are Mr. Anjanee Kumar Lakhotia Chairman & Managing DirectorMr. Surender Aggarwal Executive Director Mr. Darshan Singh Negi Chief Financial Officerand Mr. Anubhav Maheshwari Company Secretary and Compliance Officer.

Directors? Responsibility Statement

The Directors hereby confirm that:

a) in the preparation of the annual accounts for the year ended 31stMarch 2022 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 the company's website athttps://www.mblinfra. com/uploadimages/pdf/pdf_1653032390.pdf. The expenditure onactivities undertaken are in accordance to schedule VII of the Act.

The Annual Report on the CSR activities is enclosed as Annexure-Cand forms 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 51 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-Dand forms integral part of the Report. Necessary applications have been made by MBL(Haldia) Toll Road Company Ltd and MBL (Udaipur bypass) Road Ltd to MCA for striking thename of the company as it has no business.

Suratgarh Bikaner Toll Road Company Pvt. Ltd. is a material subsidiaryof the company as per thresholds laid down under Listing Regulations. The Board ofDirectors of the company has approved a policy for determining material subsidiaries whichis in line with the Listing Regulations as amended from time to time. The policy has beenuploaded on website of the company at weblink https://www.mblinfra.com/uploadimages/pdf/pdf_1620742477.pdf

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.

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
Development & Operation of Bikaner– Suratgarh Section of NH – 15 in the State of Rajasthan Suratgarh Bikaner Toll Road Company Private Limited Toll Operational (PCOD 96.54% 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 (FirmRegistration No . 006085N) were appointed as Statutory Auditors of the Company for aperiod of 5 (Five) consecutive years in the AGM held on 11th November 2017 until theconclusion of the ensuing Annual General Meeting and is eligible for reappointment. TheAuditors have confirmed that they are not disqualified from continuing as StatutoryAuditors of the Company and hold a valid certificate issued by Peer Review Board of theICAI. The Board is of the opinion that continuation of M/s. SARC & Associates asStatutory Auditors will be in the best interests of the Company and therefore the membersare requested to consider their re-appointment as Statutory Auditors of the Company for asecond term of five consecutive years from the conclusion of the ensuing Annual GeneralMeeting till the Annual General Meeting to be held in the calendar year 2027 at suchremuneration mutually agreed and approved by the Board.

The Auditors report does not contain any qualifications reservationsand adverse remarks or disclaimer. The note on financial statements 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. The Auditors attended the previousAGM of the Company

Secretarial Auditors

The Secretarial Audit was conducted by M/s Mehak Gupta &Associates Practicing Company Secretary for the FY 2021-22. 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 compliance of regulation 17 for appointment of directorduring the quarter ended 30th June 2020 and quarter ended 30th September 2020. The Companyhad made submissions before NSE & BSE and representations before the relevantCommittee of NSE for delayed compliance of Regulation 17 citing reasons beyond the controlof the Company inter-alia due to COVID-19 pandemic and it was unintentional and hadrequested for waiver of fine. BSE after considering the submissions made by the Companyby email dated 23.06.2021 acceded to the request of the Company and has waived the fine.However since NSE has not granted waiver fine was paid by the Company to NSE underprotest. Further submissions have been made to NSE to take a considerate view in terms ofSEBI SOP NSE circular and decision taken by BSE and the Company has requested that finepaid under protest be refunded to it. Further response from NSE is awaited. There has beenno fraud reported by the Secretarial Auditor during the period. The Board of Directors ofthe Company on the recommendation of the Audit Committee has appointed M/s Mehak Gupta& Associates Practicing Company Secretary to conduct Secretarial Audit of the Companyfor the Financial Year 2022-23.

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 Dahiya & AssociatesPracticing Company Secretary for material unlisted company is enclosed as Annexure-F.The Secretarial 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 2022-23 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 2020-21 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 Vehicles 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 theordinary course of business. Hence disclosure in form AOC-2 under the Act read with therules made therein is not required. The shareholders in the Annual General Meeting held on29th September 2018 have approved to undertake related party transactions for a period offive years not exceeding aggregate amount of Rs. 1000 crores per annum. The Company hasnot entered into any contract/ arrangement/ transaction which would be considered asmaterial in accordance with the policy of the Company on the materiality of the relatedparty transaction. The details of RPT transactions forms part of the notes to auditedfinancial statements.

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 maybe accessed on the weblink https://www.mblinfra. com/uploadimages/pdf/pdf_1655285644.pdf

Significant and Material Orders

The civil appeal filed against the Hon?ble NCLAT order dated16.08.2019 was dismissed by Hon?ble Supreme Court by order dated 18.01.2022 wherebythe Hon?ble Supreme Court has inter alia upheld the Resolution Plan. The ResolutionPlan has attained finality with the dismissal of the civil appeal by Hon?ble SupremeCourt. After dismissal of the civil appeal by Hon?ble Supreme Court Hon?bleNCLT by order dated 11.03.2022 inter-alia directed implementation of the Resolution Planby working capital banks. An appeal has been filed against order dated 11.03.2022 beforeHon?ble NCLAT which is pending adjudication. There are no other significant andmaterial orders passed during the year by the regulators courts or tribunals impactingthe going concern status and Company?s operations in the future.

Further the members? attention is drawn to the notes forming partof Financial Statements including statement of contingent liabilities and commitments.

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

i) 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.

ii) The Company had not undertaken any research and developmentactivity for any manufacturing activity nor was any specific technology obtained from anyexternal sources which needs to be absorbed or adapted.

iii) 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 ("MDAR").

Committees of Board

The Board of Directors have the following committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders? Relationship Committee

4. 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 and changes made therein is covered in theenclosed 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 inspectionby the Members at the Registered Office of the Company during business hours on anyworking day. If any member is interested in obtaining a copy thereof such member maywrite to Company 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 weblinkhttps://www.mblinfra.com/uploadimages/pdf/pdf_1586685957. pdf. There has been no changesin the policy during the 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. YourCompany has an effective internal control system commensurate to its size scale andcomplexities of its operations. The Company has in-house Internal Audit Departmentcomprising of professional executives. The Internal Audit Department has conducted theInternal Audit in line with the scope formulated functioning periodicity and methodologyagreed with the Audit Committee. The Internal Audit Department monitors and evaluates theefficacy and adequacy of the internal control system in the Company its compliance withoperating systems and accounting procedures and policies adopted by it. Based on thereports of the internal audit process owners undertake corrective action in theirrespective 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. During the period under review nocomplaint was pending neither any complaint was filed pertaining to Sexual HarassmentPolicy.

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: 28th May 2022 Chairman & Managing Director

.