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P B A Infrastructure Ltd.

BSE: 532676 Sector: Infrastructure
NSE: PBAINFRA ISIN Code: INE160H01019
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NSE 00:00 | 15 Feb 5.15 -0.05
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OPEN 5.43
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VOLUME 200
52-Week high 18.20
52-Week low 5.43
P/E
Mkt Cap.(Rs cr) 7
Buy Price 5.43
Buy Qty 2000.00
Sell Price 6.30
Sell Qty 600.00
OPEN 5.43
CLOSE 5.43
VOLUME 200
52-Week high 18.20
52-Week low 5.43
P/E
Mkt Cap.(Rs cr) 7
Buy Price 5.43
Buy Qty 2000.00
Sell Price 6.30
Sell Qty 600.00

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

Company director report

DIRECTOR’S REPORT

To

The Members

Your Directors have pleasure in presenting their forty-fourth Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2018.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the year ended March 31 2018 as comparedto the previous financial year is summarized below:

(Amount in Lakhs)
2017-2018 2016-2017
(Current Year) (Previous Year)
Revenue from Operations 11295.63 8889.02
Other Income 617.46 329.46
Total Income 11913.09 9218.48
Profit before Interest Depreciation Exceptional items and Tax 1050.11 1044.33
Less : Finance Cost 4734.79 3580.86
Less : Depreciation 482.98 440.76
Less : Exceptional Items
Profit/(Loss) before Tax (4167.65) (2977.29)
Less : Tax expense (87.19) (36.73)
Profit After Tax (4080.46) (2941.06)
Add : Other Comprehensive Income 57.31 (16.68)
Total comprehensive income carried to Other Equity (4023.16) (2957.74)

2. PERFORMANCE REVIEW AND OPERATIONS:

During the year under review there has been a marginal increase in Income fromOperations. The income from operations during the current year was Rs.11295.63 Lakhs ascompared to Rs.8898.02 Lakhs for the previous year. The loss for the year stood atRs.4023.16 Lakhs as compared to Rs. 2957.74 Lakhs in the previous year.

Your Company’s performance and financial position continues to be adverselyaffected due to slow down in infrastructure high level of working capital requirementhuge investment in equipments high interest cost and blockage of receivables atGovernment level and arbitration.

3. DIVIDEND:

Due to losses your Directors regret their inability to propose any dividend for theyear 2017-2018.

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 2018 the Company had deposits aggregating Rs. 175.12Lakhs. The Company has also accepted deposits from the Directors and shareholders thebalance of which stood as at 31st March 2018 at Rs.1522.70 Lakhs.

6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• Composition :

The Board comprises of four Directors one Chairman & Managing Director one WholeTime Director One Independent Director and one Women Director.

Ramlal Roshanlal Wadhawan Chairman & Managing Director
Narain Pirimal Belani Wholetime Director
Sujata Dhananjay Athavale Women Director
Anil Ramakant Parvatkar Independent Director

7. PARTICULARS OF EMPLOYEES:

Particulars as required under section 197 of the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed 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 its satisfaction with the evaluation process.

10. POLICY ON DIRECTORS’ APPOINMENT 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.

11. AUDITORS:

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 43rd Annual General Meeting ("AGM") of theCompany held on September 29th 2017 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 :

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

Sr. No. Observations Management Response/Replies
1. Loan statement pertaining to some Clarification pending from the Banks and Financial Banks not reconciled. institutions accounting entries have not been reconciled.
2. Default in repayment of Public Deposit On and after the commencement of the Companies Act and Inter Corporate Deposits. 2013 the Company has not invited 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 Proceedings initiated against the company by suppliers and the legal creditors. 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. Depreciation not provided for the previous two years. In the Current Year the said error has been rectified with retrospective effect.
5. Internal Auditor not appointed. In view of the 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 Internal Auditors for the company. However the Management has noted the same and is currently in the process of appointing the same.
6. Appointment of Independent Director. The Company has commenced with the process of appointing Independent Directors. During the year under review the Company has appointed one Independent Director.
The Appointment of director has been done in Compliance of The Companies Act 2013.

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.

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 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.

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.During the year the Company had not entered into any contract/arrangement/transactionwith related parties which could be considered material in accordance with the policy ofthe company on materiality or related party transaction. Accordingly the disclosure ofRelated Party Transactions as required under section 134(3)(h)of the Companies Act 213 inForm 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.

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 the questionof absorption of technology does not apply to the Company.

C. Foreign Exchange Earning and Outgo : Total foreign exchange earnings and outgo during 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 Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall 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 tothe Bombay Stock Exchange and National Stock Exchange where the Company’s Shares arelisted.

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: 30.05.2018