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P B A Infrastructure Ltd.

BSE: 532676 Sector: Infrastructure
NSE: PBAINFRA ISIN Code: INE160H01019
BSE 00:00 | 17 Aug 9.00 0.41
(4.77%)
OPEN

8.95

HIGH

9.00

LOW

8.95

NSE 00:00 | 17 Aug 8.90 0.25
(2.89%)
OPEN

8.70

HIGH

9.05

LOW

8.70

OPEN 8.95
PREVIOUS CLOSE 8.59
VOLUME 971
52-Week high 27.80
52-Week low 6.15
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.95
CLOSE 8.59
VOLUME 971
52-Week high 27.80
52-Week low 6.15
P/E
Mkt Cap.(Rs cr) 12
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

Your Directors have pleasure in presenting their Forty third Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2017.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended March 31 2017 as comparedto the previous financial year is summarized below:

(Amount in Lakhs)
2016-2017 2015-2016
(Current Year) (Previous Year)
Revenue from Operations 8889.02 10877.45
Other Income 329.46 381.75
Total Income 9218.48 11527.78
Profit before Interest and Depreciation 1027.64 2307.44
Less : Interest 3580.86 4308.80
Less : Depreciation 440.76 517.80
Profit/(Loss) before Tax (2993.97) (2519.16)
Less : Provision for tax 0.00 0.00
Less : Deferred Tax Liability/(Asset) Profit/(Loss) after tax (36.23) (25.14)
Write Back of Provision (2957.74) (2494.01)
Proposed Dividend 0.00 0.00
Dividend Tax 0.00 0.00
Prior period item 0.00 0.00
Transfer to General Reserve 0.00 0.00
(2957.74) (2494.01)

2. PERFORMANCE REVIEW AND OPERATIONS:

During the year under review there has been a marginal decrease in Income fromOperations. The income from operations during the current year was Rs 8889.02 Lakhs ascompared to Rs 10877.45 Lakhs for the previous year. The profit after tax stood at Rs(2957.74) Lakhs for the current year as compared to (2494.01) Lakhs.

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 equipments high interest cost and blockage of receivables at Governmentlevel and arbitration.

3. DIVIDEND:

As per the conditions mentioned in the Master Restructuring Agreement of CDR Package aswell as constraints by the Consortium Bankers of the Company your Directors regret theirinability to propose any dividend for the year 2016-2017.

4. ISO CERTIFICATION:

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

5. FIXED DEPOSITS:

Your Company has not accepted any deposits from the public or its employees during theyear under review. As on March 31 2017 the Company had deposits aggregating Rs 222.65Lakhs. The Company has also accepted deposits from the Directors and shareholders thebalance of which stood as at 31st March 2017 at Rs 1402.58 Lakhs.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Composition :

The Board comprises of three Directors one Chairman & Managing Director one WholeTime Director and one Women Director.

Retirement & Appointment / Re-appointment :

Mr. Ramlal Wadhawan re-appointed as Chairman & Managing Director of the Companywith effect from 01.10.2017 and Mr. Narain Belani re-appointed as Wholetime Director ofthe Company with effect from 01.10.2017. In accordance with the relevant provisions of theCompanies Act 2013 Mrs. Sujata Athavale (DIN 07601500) Director of the Company isliable to retire by rotation at the forthcoming Annual General Meeting and being eligibleoffers herself for re-appointment. The Board recommends her reappointment at the ensuingAnnual General Meeting.

7. PARTICULARS OF EMPLOYEES:

Particulars as required under section 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed as ANNEXURE-I to this Report.

8. MEETINGS:

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

9. 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 itssatisfaction with the evaluation process.

10. POLICY ON DIRECTORS' APPOINMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMININGQUALIFICATIONS 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.

11. AUDITORS:

M/s. Ajay B. Garg. Chartered Accountants Mumbai (ICAI Membership No. 032538) retireas auditors of the Company under the provisions of Section 139 of the Companies Act 2013.They are not eligible for re-appointment as the auditors of the Company under theprovisions of Section 139(2) of the Companies Act 2013. the Board places on record itsappreciation for the services rendered by M/s. Ajay B. Garg. Chartered Accountants asthe Statutory Auditors of the Company for all these years. In their place it is proposedby the Company to appoint M/s. R V Luharuka & Co LLP Chartered Accountants (FirmRegistration No. 105662W/ W100174) as the Statutory Auditors of the Company for a periodof 5 years till the conclusion of the Company's 48th Annual General Meeting andthe necessary resolution in the regard is proposed to be passed by the members of theCompany at the ensuring Annual General Meeting.

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.

There are no qualifications reservations or adverse remarks made by the Auditors.

12. 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 II.

13. 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.

14. 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.

15. 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 as one of the key inputs for the development of strategy andbusiness 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.

16. 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 III to thisreport. The report is self-explanatory and do not call for any further comments.

17. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Contracts/Arrangements/Transactions entered by the Company during the financial yearwith related parties were in ordinary course of business and on arm's length basis. Duringthe year the Company had not entered into any contract/arrangement/ transaction withrelated parties which could be considered material in accordance with the policy of thecompany on materiality or related party transaction. Accordingly the disclosure ofRelated Party Transactions as required under section 134(3) (h)of the Companies Act 2013in Form AOC 2 is not applicable.

18. CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION AND ANALYSIS:

As per the requirement of Listing Agreement with the Stock Exchanges the Company hascomplied with the requirements of Corporate Governance in all material aspects.

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

19. 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 SexualHarassment of Women at workplace and has set up Committee for implementation of saidpolicy. During the year Company has not received any complaint of harassment.

20. 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 operation of the Company is not energy intensive.However energy conservation measures are being taken for regular preventive maintenanceof all equipments. This enhances productivity and efficiency of the equipment resulting inpower saving.

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

C. Foreign Exchange Earning and Outgo: Total foreign exchange earnings and outgoduring the year:

FOB Value of Exports : Nil
CIF Value of Imports : Nil
Expenditure in foreign currency : Nil

21. 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.

22. DIRECTORS' RESPONSIBILITY STATEMENT: The Directors' Responsibility Statementreferred to in clause (c) of sub-section (3) of Section 134 of the Companies Act 2013shall state that—

1. that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanation relating to material departures;

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 at the end of thefinancial year and of the loss of the Company for the year;

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.

23. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual

Listing Fees for the year 2017-2018 to the Bombay Stock Exchange and National StockExchange where the Company's Shares are listed.

24. 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

Ramlal R. Wadhawan Narain P. Belani
Chairman & Managing Director Whole Time Director
DIN : 00287661 DIN : 02395693

Place : Mumbai

Date : 30.05.2017