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P B A Infrastructure Ltd.

BSE: 532676 Sector: Infrastructure
NSE: PBAINFRA ISIN Code: INE160H01019
BSE 00:00 | 29 Oct P B A Infrastructure Ltd
NSE 05:30 | 01 Jan P B A Infrastructure Ltd
OPEN 3.90
PREVIOUS CLOSE 3.90
VOLUME 100
52-Week high 3.90
52-Week low 3.90
P/E
Mkt Cap.(Rs cr) 5
Buy Price 4.18
Buy Qty 50.00
Sell Price 3.94
Sell Qty 1.00
OPEN 3.90
CLOSE 3.90
VOLUME 100
52-Week high 3.90
52-Week low 3.90
P/E
Mkt Cap.(Rs cr) 5
Buy Price 4.18
Buy Qty 50.00
Sell Price 3.94
Sell Qty 1.00

P B A Infrastructure Ltd. (PBAINFRA) - Director Report

Company director report

To

The Members

PBA Infrastructure Limited.

Your Directors have pleasure in presenting their 45th Annual Report of theCompany on the business and operations of the Company and the accounts for the FinancialYear ended March 31 2019.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended March 31 2019 as comparedto the previous financial year is summarized below:

(Amount in Lakhs)

2018-2019

2018-2019

(Current Year)

(Previous Year)

Revenue from Operations

8507.63

11295.63

Other Income

1224.64

617.46

Total Income

9732.27

11913.09

Profit before Interest Depreciation Exceptional items and Tax

1413.29

1050.11

Less : Finance Cost

253.88

4734.79

Less : Depreciation

481.88

482.98

Less : Exceptional Items

Profit/(Loss) before Tax

677.53

(4167.65)

Less : Tax expense

59.17

(87.19)

Profit After Tax

618.36

(4080.46)

Add : Other Comprehensive Income

83.84

57.31

Total comprehensive income carried to Other Equity

702.20

(4023.16)

2. PERFORMANCE REVIEW AND OPERATIONS:

During the year under review there has been decrease in Income from Operations. Theincome from operations during the current year was Rs.8507.63 Lakhs as compared toRs.11295.63 Lakhs for the previous year. The Profit for the year stood at Rs.702.20 Lakhsas compared to Loss of Rs.4023.16 Lakhs in the previous year. Company had requested toIDBI Bank for One Time Settlement. On that basis IDBI Bank has processed that applicationand it was decided by IDBI Bank to grant waiver and agreed to OTS amount of Rs.2.40 Croresvide their letter ref no. IDBI/NP/NS/PBA/37 dated 21.06.2018 ( Rs.8.63 Crores) which waspaid in full and settled by the Company.

Your Company's performance and financial position continues to be adversely affecteddue to slow down in infrastructure high level of working capital requirement hugeinvestment in equipment's high interest cost and blockage of receivables at Governmentlevel and arbitration.

3. DIVIDEND:

In view of Accumulated losses your directors did not recommend any dividend for theequity Shareholder's for the year 2018-19.

4. ISO CERTIFICATION:

All the Projects relating to Construction of Bridges and Roads are accredited with ISO9001:2000 18001:2007 14001:2004 Certification.

5. TRANSFER TO GENERAL RESERVES:

The Company has not transferred any amount to the General Reserves during the currentfinancial year.

6. FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 from the publicor its employees during the year under review. As on March 31 2019 the Company haddeposits aggregating Rs.102.66 Lakhs. The Company has also accepted deposits from theDirectors and shareholders the balance of which stood as at 31st March 2019 at Rs.1682.02Lakhs.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition :

Your Company consists of Managing Director Whole time Director Independent DirectorsChief Financial Officer and Company Secretary viz.

Name of Director/ Key Managerial Personnel Designation Remarks
Ramlal Roshanlal Wadhawan Chairman & Managing Director 02.05.2019 (Demise)
Narain Pirimal Belani Whole time Director & CFO
Sujata Dhananjay Athavale Women Director
Munish Wadhawan Director Appointed :30/05/2019
Anil Ramakant Parvatkar Independent Director Appointed : 30/05/2018
Raj Kumar Sobti Independent Director Appointed : 1/12/2018
Resigned : 14/05/2019
Yudhishter Lal Gadi Independent Director Appointed : 15/06/2019
Shallu R. Khanna Independent Director Appointed : 14/11/2018
Swaminath Jaiswar Company Secretary & Appointed : 30/03/2019
Compliance officer

Independent Non-Executive Directors

In terms of the definition of ‘Independent Directors' as prescribed underRegulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 entered with Stock Exchanges and Section 149(6) of the Companies Act 2013 theCompany consists of three Independent Directors:

1) Mr. Anil Ramakant Parvatkar

2) Mr. Raj Kumar Sobti (Resigned: 14/05/2019)

3) Mrs. Shallu Raajesh Khanna (Appointed : 14/11/2018)

4) Mr. Yudhishter Lal Gadi (Appointed 15/06/2019)

The Company has received Certificate of Independence from all Independent Directorsinter-alia pursuant to Section 149 of the Companies Act 2013 confirming and certifyingthat they have complied with all the requirements of being an Independent Director of theCompany.

None of the Directors are disqualified from being appointed as Directors as specifiedin Section 164(2) of the Companies Act 2013.

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.

Appointment and Cessation:

Mr. Ramlal R. Wadhawan Chairman and Managing Director of the Company expired on 2ndMay 2019. The Company had immensely benefited from his vision and leadership during histenure.

Mr. Anil Parvatkar was appointed as additional Non-Executive Independent Director ofthe company on 30th May 2018.

Mr. Raj Kumar Sobti was appointed as additional Non-Executive Independent Director ofthe company on 1st December 2018 and has resigned w.e.f.14th May 2019.

Mrs. Shallu Raajesh Khannawas appointed as additional Non-Executive IndependentDirector of the company on 14th November 2018.

Mr. Yudhishter Lal Gadiwas appointed as additional Non-Executive Independent Directorof the company on 15th June 2019.

Retirement by rotation:

In terms of the provisions of Section 152(6) of the Companies Act 2013 Mrs. SujataDhananjay Athavale (DIN:07601500) retires by rotation at this Annual General Meetingand being eligible offers herself for reappointment as director.

8. COMPOSITION OF COMMITTEES:

Name Audit Committee Nomination & Remuneration Committee Stakeholders Relationship Committee
Mr. Anil Ramakant Parvatkar Chairman Chairman Chairman
Mr. Raj Kumar Sobti Member Member Member
(Resigned 14.05.2019)
Mrs. Shallu Raajesh Khanna Member Member Member
Mr. Yudhishter Lal Gadi Member Member Member
(Appointed 15.06.2019)

9. PARTICULARS OF EMPLOYEES:

Particulars as required under section 197 of the Companies Act 2013 read with Rule 5(1) 5 (2 ) and 5(3 ) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed as ANNEXURE-I & II to this Report.

10. MEETINGS:

This information has been furnished under Report on Corporate Governance which isannexed.

11. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardhas carried out an annual performance evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and Compliance Committees.

The Board of Directors has expressed its satisfaction with the evaluation process.

12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING

QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF A DIRECTOR:

Based on the recommendation of the Nomination and Remuneration Committee (NRC) theBoard has adopted the Remuneration Policy for Directors KMPs and other Employees. NRC hasformulated the criteria for the determining qualifications positive attributes andindependence of an Independent Director and also the criteria for Performance evaluationof individual Directors the Board as a whole and the Committees.

13. AUDITOR:

M/s. R V Luharuka & Co LLP Chartered Accountants (Firm Registration No.105662W/W100174) were reappointed as the Statutory Auditors of the Company to hold officefrom the conclusion of the 44th Annual General Meeting ("AGM") of theCompany held on September 28th 2018 until the conclusion of the 48thAGM of the Company to be held in the year 2022. They have confirmed that they are notdisqualified from continuing as Auditors of the Company.

The Auditor's Report read with the notes to the accounts referred to therein areself-explanatory and therefore do not call for any further comments.

Pursuant to the Amendment Act 2017 there is no requirement of annual ratification ofthe auditor of the Company vide Notification dated 07.05.2018. The provision with respectto the annual ratification has been removed from Companies (Audit and Auditors) Rules2014.

Management responses to observations in Statutory Audit Report and Corporate GovernanceReport:

The following are the responses of the Management against the observations made by theStatutory Auditor:

Observations Management Response/Replies
1 Loan Statement pertaining to some Clarification pending from the Banks and Financial Banks not reconciled. Institution accounting entries have not been reconciled.
2 Default in repayment of Public Deposit On and after the Commencement of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 the Company has not invited or nor accepted any deposit from the Public. However the Deposits outstanding shall be repaid by the Company as agreed between the Company and its members.
3 Legal Proceeding initiated against the Company by supplier and the Legal Creditor. The Company has responded in a time bound manner to proceedings initiated against the Company. The Records of which are filed with the appropriate authority.
4 Appointment of Company Secretary In view of Extended Losses faced by the Company and the various legal proceedings initiated against the Company the Company is in financial crunch due to which it was not able to appoint the Company Secretary with in time limit. However Company has managed to appoint Company Secretary with effect from 30th March 2019.
5 Formation of the Composition of Board and Committees The Company has commenced with the process of Appointing Independent Directors. However Company has managed to appoint Independent Directors with Third Quarter of Financial Year 2018-19
6 Trading of Securities is Suspended The NSE & BSE Limited Mumbai has imposed a penalty for the delayed and non-compliance with regulation 6 17 18 and 19 of SEBI (LODR) Regulations 2015 as per SEBI Circular no. SEBI/ HO/ CFD/CMD/CIR/P/2018/77 dated May 03 2018. The Management has taken up this matter with the NSE/BSE.

14. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in FormNo. MGT-9 as a part of this Annual Report as Annexure III.

15. INTERNAL AUDIT & CONTROLS:

The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial disclosures.

16. WHISTLE BLOWER POLICY / VIGIL MECHANISM:

In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism Policy to deal with instances of fraud and mismanagement. The VigilMechanism Policy has been uploaded on the website of the Company.

17. RISK MANAGEMENT POLICY:

Risk management policy of the Company promotes a proactive approach in reportingevaluating and resolving risks associated with the business. Identified risks are used asone of the key inputs for the development of strategy and business plan.

The risks are assessed on a periodical basis and it assists the Board of Directors inoverseeing the Company's risk management processes and controls.

18. COST AUDITOR

As per the Rules made by Central Government for the maintenance of cost record undersection 148 (1) of the Companies act 2013 for the financial Year 2018-19 is notapplicable to the Company.

19. INTERNAL AUDITOR

The Board has appointed M/s Vijay Shah & Co. Chartered Accountant in whole timepractice as Internal Auditor for conducting the audit of Internal Audit of the Company forthe financial year 2018-19.

20. SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under M/s. JC &Associates Practicing Company Secretaries have been appointed Secretarial Auditor of theCompany. The report of the Secretarial Auditors is enclosed as Annexure IV to this report.

The Board's comment on the observations made in the Secretarial Audit Report (MR-3) isas follows:

1. Noncompliance/Delayed Compliance of Regulation 6(1) of SEBI (LODR)Regulations 2015- Non Appointment of Company Secretary.

• Company started looking and inviting for qualified company secretary In themeantime company has given advertisement for the post of Company Secretary twice in thenewspaper as well as written a letter to the Institute of Companies Secretary but thecompany did not get favorable response due the NPA Status present financial positionCourt cases and various legal proceedings towards the company. However Company hadappointment Company Secretary as per the 6(1) of SEBI (LODR) Regulations 2015 with effectfrom 30th March 2019.

2. Non compliance/Delayed Compliance of Regulation 17 18 and 19 of SEBI (LODR)Regulation 2015-Not forming Composition of Board and Committee's.

• Company started looking and inviting New Independent Director but the companydid not get favorable response due the NPA Status present financial position Courtcases and various legal proceedings towards the company .However Company is dulyconstituted with proper balance of Executive Directors Non-Executive Directors andIndependent Directors and formed the Composition of Board Audit Committee Nomination& Remuneration Committee and Stakeholders' Relationship Committee effective from thirdQuarter of 2018-19.

21. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Contracts/Arrangements/Transactions entered by the Company is continuous of theprevious period with related parties were in ordinary course of business and on arm'slength basis. During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the company on materiality or related party transaction.Accordingly the disclosure of Related Party Transactions as required under section134(3)(h) of the Companies Act 213 in Form AOC 2 is not applicable.

22. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities & ExchangeBoard of India.

As per the requirement of Listing Agreement with the Stock Exchanges the Company hascomplied with the requirements of Corporate Governance in all material aspects except forthe appointment of independent director and Company Secretary. However the Company hascomplied with appointment of Indepdent Director and Company Secretary with effect from 3rdQuarter and 4th Quarter of Financial Year 2018-19 respectively. The NSE AND BSE Limitedhas imposed a penalty for the delayed and non-compliance with regulation 6 17 18 and 19of SEBI (LODR) Regulations 2015 as per SEBI Circular no. SEBI/HO/CFD/CMD/CIR/P/2018/77dated May 03 2018. The Management has taken up this matter with the NSE/BSE.

A report on Corporate Governance together with a certificate of its compliance from theStatutory Auditors forms part of this report.

23. MANAGEMENT DISCUSSION AND ANALYSIS:

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges in India is presented in a separate sectionforming part of this Annual Report.

24. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:

In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on December 9 2013. Under the said Act every company is required to set upan Internal Complaints Committee to look into complaints relating to sexual harassment atwork place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.

25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information required u/s 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 is given below : A. Conservation of Energy: The operationof the Company is not energy intensive. However energy conservation measures are beingtaken for regular preventive maintenance of all equipment's. This enhances productivityand efficiency of the equipment resulting in power saving.

B. Technology Absorption: As the Company has not acquired any technology the questionof absorption of technology does not apply to the Company.

C. Foreign Exchange Earning and Outgo: Total foreign exchange earnings and outgo duringthe year:

FOB Value of Exports

:

Nil

CIF Value of Imports

:

Nil

Expenditure in foreign currency

:

Nil

26. CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act 2013 pertaining to Corporate SocialResponsibility (CSR) is not applicable to the Company.

27. DIRECTORS' RESPONSIBILITY STATEMENT:

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that :

1. In the preparation of the annual accounts for the Year Ended 31st March 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures from the same;

2. That your Directors 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 as at 31st March 2019and of the Profit & loss of the Company for the year under review;

3. That your Directors had 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;

4. That your Directors have prepared the annual accounts on a going concern basis.

5. That your Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

6. That your Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

28. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2018-2019 ondated 30.04.2019 to the Bombay Stock Exchange and National Stock Exchange where theCompany's Shares are listed.

The NSE AND BSE Limited has imposed a penalty for the delayed and non-compliance withregulation 6 17 18 and 19 of SEBI (LODR) Regulations 2015 as per SEBI Circular no.SEBI/HO/CFD/CMD/CIR/P/2018/77 dated May 03 2018.

Name of Stock Exchange

Fine Amount (in Rs.)

National Stock Exchange Limited

1653180

Bombay Stock Exchange Limited

1552880

Total

3206060

The Management has taken up this matter with the NSE/BSE Mumbai for waiver of fineamount which has not be considered by both the stock exchange.

Trading of Securities of the Company was suspended w.e.f. 9th April 2019.

29. 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 preclearance 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.

30. DETAILS OF SUBSIDIARY / JOINT VENTURE/ASSOCIATES COMPANY:

Pursuant to provisions of Companies Act 2013 Company does not have any Subsidiary/ andAssociate Companies. Joint Venture may be formed on the basis of tender condition fromtime to time.

31. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year under review Company has not provided with the Loans and advances asper provision of Section 186 of Companies Act 2013 and Rule made thereunder.

32. ACKNOWLEDGEMENTS:

Your Directors record their grateful appreciation for the encouragement assistanceco-operation and consistent support received from Customers Business Partners DealersFinancial institutions and Government Authorities. The Board thanks the employees of theCompany for their continued support. Your Directors are thankful to all the Stakeholdersfor their continued patronage.

By Order of the Board
For and on behalf of the Board of Directors
Narain P. Belani

Munish Wadhawan

Managing Director

Whole Time Director

DIN : 02395693

DIN : 03558667

Place: Mumbai
Date: 13.08.2019