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P B A Infrastructure Ltd.

BSE: 532676 Sector: Infrastructure
NSE: PBAINFRA ISIN Code: INE160H01019
BSE 00:00 | 04 Oct 12.39 0.41
(3.42%)
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12.74

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12.74

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12.01

NSE 05:30 | 01 Jan P B A Infrastructure Ltd
OPEN 12.74
PREVIOUS CLOSE 11.98
VOLUME 2644
52-Week high 18.60
52-Week low 8.78
P/E
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.74
CLOSE 11.98
VOLUME 2644
52-Week high 18.60
52-Week low 8.78
P/E
Mkt Cap.(Rs cr) 17
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

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

Company director report

To The Members

PBA Infrastructure Limited.

Your Directors have pleasure in presenting their 47th Annual Report of theCompany on the business and operations of the Company and the accounts for the FinancialYear ended March 31 2021.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended March 31 2021 as comparedto the previous financial year is summarized below: (Amount in Lakhs)

2020-2021 2019-2020
(Current Year) (Previous Year)
Revenue from Operations 1881.74 4440.21
Other Income 124.37 443.35
Total Income 2006.31 4883.56
Profit before Interest Depreciation Exceptional items and Tax 491.23 450.06
Less : Finance Cost 40.73 71.82
Less : Depreciation 481.57 481.56
Less : Exceptional Items (153.23) (195.62)
Profit/(Loss) before Tax (31.06) 92.29
Less : Tax expense (48.97) (250.57)
Profit After Tax 171.13 342.87
Add : Other Comprehensive Income (21.53) (14.66)
Total comprehensive income carried to Other Equity 149.59 328.20

2. PERFORMANCE REVIEW AND OPERATIONS:

The Company's income has faced a downfall due to the global pandemic which is on risein India. Your Company earned a Total Income of Rs.2006.31 Lakhs as against Rs.4883.56lakhs during the previous year. During the year under review the Profit for the year stoodat Rs.149.59 Lakhs as compared to Profit of Rs.328.20 Lakhs in the previous year.

A communication for Special Scheme as announced by State Bank of India for One TimeSettlement was received vide their letter dated 19.10.2020. Book Outstanding (excludingnotional interest from the date of NPA) as on 31.03.2020 - Rs.254634549/- OTS Amountof Rs.70443455/-.is offered to us. The Company has accepted their said offer and as ondate Company has paid Rs.45788244/- to SBI.

The Company started facing financial crisis from 2010 due to slow down in theinfrastructure industry high level of Working Capital requirements huge interest costand Blockage of receivables at government level and forcefully cancelled the work order(awarded and put into operation) at various sites for not obtaining the required land bythe Government in those areas resulting all the matters were referred to“Arbitration” for claim for huge amount which has direct impact on the growthof the Company consequences of which the Company has to face so many legal issuesincluding the financial crisis. Due to continuous irregularity in operation ourconsortium Bankers had stopped to further finance extension of guarantees issue of newguarantees etc. and also declared our account as NPA since 2013.

3. COVID-19

The outbreak of Corona Virus (Covid-19) pandemic is causing significant disturbance andslowdown in economic activity during financial year ended March 31 2021 and also insubsequent period. The Company's operations and revenue during the period were impacteddue to Covid-19; there is uncertainty about the time required for things to get normal.The Management is closely monitoring the current situation and working to minimize theimpact of this unprecedented situation. As per current assessment there is no significantimpact on carrying amount of inventories trade receivables investments and otherfinancial assets. The eventual outcome of the impact of the global health pandemic may bedifferent from these estimated as on date of the approval of the financial Statements.

4. DIVIDEND:

In order to conserve the resources for the further growth of the Company yourDirectors think fit not to recommend any dividend for the year under review.

In terms of Regulation 43A of the SEBI (Listing Obligations and DisclosuresRequirements) Regulations (“Listing Regulations”) issued by the Securities andExchange Board of India has mandated the formulation of a Dividend Distribution Policy forTop 1000 Listed Entities though Company is not coming under Top 1000 Listed Entities the Company has voluntary adopted Dividend Distribution Policy setting out the parametersand circumstances that will be taken into account by the Board in determining thedistribution of dividend to the Shareholders and/or retaining profits earned by theCompany. The detailed Policy is available on the website of the Company at www.pbainfra.in

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 to 76 ofthe Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 from thepublic or its employees during the year under review. As on March 31 2021 the Companyhad deposits aggregating Rs.88.19 Lakhs. The Company has also accepted deposits from theDirectors and shareholders the balance of which stood as at 31st March 2021 at Rs.1638Lakhs.

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
Mr. Narain Pirimal Belani Managing Director & CFO
Mr. Munish Wadhawan Whole time Director
Mrs Sujata Dhananjay Athavale Director
Mr. Anil Ramakant Parvatkar Independent Director
Mr.Yudhishter Lal Gadi Independent Director
Mrs. Shallu R. Khanna Independent Director
Mr. Swaminath Jaiswar Company Secretary & 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) Mrs.Shallu Raajesh Khanna 3) Mr. Yudhishter Lal Gadi The Company has received Certificate ofIndependence from all Independent Directors inter-alia pursuant to Section 149 of theCompanies Act 2013 confirming and certifying that they have complied with all therequirements of being an Independent Director of the Company.

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:

During the year there was no appointment and cessation in a company

Retirement by rotation:

In terms of the provisions of Section 152(6) of the Companies Act 2013 Mrs. SujataD.Athavale (DIN:07601500) retires by rotation at this Annual General Meeting and beingeligible 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
Mrs. Shallu Raajesh Khanna Member Member Member
Mr. Yudhishter Lal Gadi Member Member Member

9. PARTICULARS OF EMPLOYEES:

Particulars as required under section 197 of the Companies Act 2013 read with Rule5(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' APPOINMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING

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:

As per the provisions of Section 139 of the Act M/s. R V Luharuka & Co LLPChartered Accountants (Firm Registration No. 105662W/W100174) were appointed as StatutoryAuditors of your Company at the 43rd AGM held on 29th September2017 to hold office until the conclusion of the 48th AGM. However vide theirletter dated August 14 2021 have expressed their inability to continue as StatutoryAuditors of your Company. The Board thus appointed M/s. BPSD & Associates CharteredAccountants (ICAI Firm Registration No. 118251W) as Statutory Auditors of your Companyeffective 23rd August 2021 in the casual vacancy caused by the saidresignation till the conclusion of this 47th Annual General Meeting to holdsuch office for a period of five years till the conclusion of the 52nd AnnualGeneral Meeting sought approval of members to appoint them for the aforesaid period.

M/s. BPSD & Associates have consented to act as statutory auditors of the Companyfor the Financial Year 2021-22 i.e. up to the 48th AGM of the Company and givena certificate in accordance with Section 139 141 and other applicable provisions of theAct to the effect that their appointment if made shall be in accordance with theconditions prescribed and that they are eligible to hold office as Statutory Auditors ofthe Company. As required under Regulation 33 of the Listing Regulations StatutoryAuditors have confirmed that they hold a valid certificate issued by the Peer Review Boardof the Institute of Chartered Accountants of India. Necessary resolution and explanationthereto have been provided in the AGM notice seeking approval of members.

Management responses to observations in Statutory Audit Report :

Sr. No. Observation Mangement Reponse / Replies
1 Defaults in repayment of its obligations towards its lenders and an amount of Rs.315.15 Crores are overdue as per the SARFASEI Notice issued by the consortium bankers. The Company started facing financial crisis from 2010 due to slow down in the infrastructure industry high level of Working Capital requirements huge interest cost and Blockage of receivables at government level and forcefully cancelled the work order (awarded and put into operation) at various sites for not obtaining the required land by the Government in those areas resulting all the matters were referred to “Arbitration” for claim for huge amount which has direct impact on the growth of the Company consequences of which the Company has to face so many legal issues including the financial crisis. Due to continuous irregularity in operation our consortium Bankers had stopped to further finance extension of guarantees issue of new guarantees etc. and also declared our account as NPA since 2013.
The Company has also received notice of physical possession of various secured assets. In response to physical possession of various secured assets the company has filed a counter case and received stay on proceedings from DRT court.
2 Loan Statement pertaining to certain current/cash/term loan from banks & financial institution have not reconciled and the company has not provided for interest since 1st January 2018 Due to Covid-2019 Statement of Accounts we have however received partly and therefore reconciliation of Statement of Term loan & cash credit is pending therefore the Company has not provided interest due to declare our account as NPA by consortium banks. Company has time and again proposed one time settlement with the consortium banks for Principle Amount and same proposal is under the active consideration time to time consortium members banks discussed the proposal (OTS) in their consortium meeting out of which settlements offer from one of its lender i.e. State bank of India was received and has been duly accepted by the Company.
3 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.
4 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.

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. The employees of theCompany are made aware of the said policy at the time of joining 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 areassessed on a periodical basis and it assists the Board of Directors in overseeing theCompany's risk management processes and controls.

The Company does not fall under the ambit of top 100 listed entities determined on thebasis of market capitalization as at the end of the immediately preceding financial year.Hence compliance under Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is not applicable.

18. COST AUDITOR

The Provisions of Cost Audit as prescribed under section 148 of the Companies Act 2013are not applicable 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 2020-21.

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: Trading of Securities of the Company was suspended with effect from 9th April2019. Company had already filed an application to BSE LTD & National Stock ExchangeLimited for revocation of suspension of trading of securities. Revocation of Suspension oftrading in the Equity Shares of Company has been done by National Stock Exchange of IndiaLimited and Bombay Stock Exchange Limited vide their letter dated May 21 2021. TheTrading in the securities of the company was resumed from May 31 2021.

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 theCompany has complied with the requirements of Corporate Governance in all materialaspects. A Report on Corporate Governance together with a certificate of its compliancefrom the Statutory 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 foreigncurrency : 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 Director's Responsibility Statement referred to Section 134(3) (c) of the CompaniesAct 2013 the Board of Directors of the Company hereby confirms that:

1. In the preparation of the annual accounts for the Year Ended 31st March2021 the applicable accounting standards have been followed along with proper explanationrelating to 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 31stMarch 2021 and 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 2021-22 toBombay Stock Exchange limited (BSE) and National Stock Exchange of India Limited (NSE)where the Company's Shares are listed. Trading of Securities of the Company was suspendedw.e.f. 9th April 2019. The Company had filed an Application of Revocation ofSuspension of Trading of Securities to NSE & BSE. Revocation of Suspension of tradingin the Equity Shares of Company has been done by National Stock Exchange of India Limitedand Bombay Stock Exchange Limited vide their letter dated May 21 2021. The Trading in thesecurities of the company will be resumed from May 31 2021.

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. SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of theapplicable secretarial standards issued by The Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively.

33 . SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS

There are no significant and material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status of the Company and its futureoperations.

34. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the company towhich the financial statements relate and the date of the report.

35. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March 2021 isRs.135005620/- comprising of 13500562 shares of Rs.10/- each. During the year underreview the Company has not issued any securities.

36 . OTHER DISCLOSURES:

Your Company has not provided stock options to any employee

There was no revision in the Financial Statements

37. 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 Sujata D. Athavale
Managing Director Director
DIN : 02395693 DIN : 07601500
Place: Mumbai
Date: 23.08.2021

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