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Perfect Infraengineers Ltd.

BSE: 532595 Sector: Engineering
NSE: PERFECT ISIN Code: INE925S01012
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Perfect Infraengineers Ltd. (PERFECT) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 21stAnnual Report together with theaudited financial statements for the financial year ended 31 March 2017. The ManagementDiscussion and Analysis has also been incorporated into this report.

FINANCIAL RESULTS

The highlights of the Standalone and Consolidated Financial Results are as under:

Standalone Consolidated
Particulars 31st March 2017 31st March 2016 31st March 2017 31st March 2016
Amount in Rs.
Revenue from operations 155603108 172636635 163634740 177125465
Other Income 2780195 8776988 2430503 8379138
Total Revenue 158383303 181413623 166065243 185504603
Expenses:
Cost of Materials/Services
Consumed 79160296 90567067 77569171 90187742
Employee benefits expense 28013655 38161955 32784506 40637401
Finance costs 15738184 15985132 17359537 16069101
Depreciation and amortization
expense 6878517 6946337 7729298 6988412
Other expenses 19841860 20160152 20818055 20014655
Total Expenses 149632512 171820643 156260568 174497311
Profit before tax 8750792 9592980 9804675 11007292
Current tax 3069314 2200000 3324014 2570000
Deferred tax (151486) 873525 481549 903387
Excess Provision of Previous Year - 541242 - 541242
Total Tax Expense 2917828 3614767 3805563 4014629
Minority Interest - - - 609
Profit (Loss) for the period 5832963 5978213 5999112 6992055
Earnings per equity share (FV Rs10):
Basic and Diluted 0.76 0.99 0.78 1.15
P&L A/c Opening Balance 15454828 14102036 16469277 14102036
Add: Net Profit/(Loss) for the
Period 5832963 5978213 5999112 6992054
Transfer to General Reserve - -
Less: Depreciation Adjustment - -
Less: Issue of Bonus Shares - -
Less: Interim Dividend Paid 3854704 3854704
Less :Dividend Distribution Tax Paid 770714 770714
P&L A/c Closing Balance 21287791 15454831 22468389 16468673

OVERVIEW OF COMPANY'S FINANCIAL PERFORMANCE

During the financial year under review on a standalone basis the Company recordedrevenue of Rs.15.84cr as against Rs. 18.14crin the previous year. Net profit for the yearstood at Rs. 58 lakhs as compared to Rs. 60 lakhsin the previous year. On a consolidatedbasis the company's revenue was at Rs. 16.60 cras against Rs. 18.55 crin the previousyear and net profit amounted to Rs. 60 lakh as compared to Rs. 70 lakh in the previousyear.

DIVIDEND

The Board of Directors do not recommend any interim or final dividend.

SHARE CAPITAL

During the year under review no shares were issued by the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the provision of Section 203 205 and other applicable provision (includingany modification or re-enactment thereof) if any of the Companies Act 2013 . Mr. VijayMulwani resigned as Company Secretary w.e.f 15th April 2016 and Ms. Neeharika Shuklaappointed as Company Secretary w.e.f 21st April 2016 and she resigned w.e.f 6thDecember2016. Pursuant to the provision of Section 203 205 and other applicable provision(including any modification or re-enactment thereof) if any of the Companies Act 2013and pursuant to the recommendation of Nomination and Remuneration Committee the Board ofDirectors of the Company approved the appointment of Mrs. Poonam Maurya as CompanySecretary of the Company with effect from 6th December 2016. Pursuant to the provisionsof Section 168 of Companies Act 2013 Mrs. Sharmila Singh Director of the Companyresigned with effect from 15th September 2016. The Company has received declarations fromall the Independent Directors confirming that they meet the criteria of independence asprescribed under Section 149 (6) of the Companies Act 2013 and Regulation 16 (1) (b) ofSecurities and Exchange Board of India (Listing Obligations &

Disclosure Requirements) Regulations 2015.(‘SEBI (LODR) Regulations 2015').

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act 2013 your Directors to the bestof their knowledge and belief and according to the information and explanations obtainedby them state that:

1. In the preparation of the annual financial statements for the year ended 31st March2017 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any; 2. Such accounting policies as mentioned in thenotes to the Financial Statements for the year ended 31st March 2017 have been selectedand applied consistently and judgments and estimates have been made that are reasonableand prudent so as to give a true and fair view of the state of affairs of the Company asat 31st March 2017 and of the profit of the Company for the year ended on that date;

3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities; 4.The annual financial statements for the year ended 31st March 2017 have been prepared ona going concern basis;

5. Internal financial controls to be followed by the Company have been laid down andthat the said financial controls were adequate and were operating effectively;

6. Proper systems to ensure compliance with the provisions of all applicable laws havebeen devised and such systems were adequate and are operating effectively.

NUMBER OF BOARD MEETINGS

During the year under review 10 Board Meetings were held viz on 26th April 2016 19thMay 2016 23rd July 201620th August 2016 21st September 2016 14th November 2016 24thDecember 2016 28th January 2017 21st March 2017 30th March 2017;the details of whichare given in the annexure to Board Report.

STATUTORY AUDITORS

The Audit Committee and the Board of Directors of the Company have recommended to themembers of the Company appointment of M/s. JCRand Co. Chartered Accountants asStatutory Auditors of the Company to hold office from the conclusion of the ensuing AnnualGeneral Meeting till the conclusion of the 26thAnnual General Meeting of the Companysubject to its ratification every year in the Board as well as General Meeting. TheCompany has received a letter from M/s. M/s. JCRand Co. Chartered Accountants confirmingthat they are eligiblefor appointment. M/s. GodboleBhave and Co. Chartered Accountantswasthe statutory auditors of the company for FY 15-16.

AUDITORS' REPORT

The Auditors' Report on standalone and consolidated financial statements forms part ofthe Annual Report. The Auditors' Report does not contain any qualifications reservationsadverse remarks and it is not affecting Company's profit materially.Notes to the FinancialStatements are self-explanatory and do not call for any further comments. The StatutoryAuditors of the Company have not reported any fraud as specified under the second provisoof Section 143(12) of the Companies Act 2013 (including any statutory modification(s) orre-enactment for the time being in force).

CONSOLIDATED FINANCIAL STATEMENTS & SUBSIDIARIES

In accordance with the provisions of Companies Act 2013 ("the Act") SEBI(LODR) Regulations

2015 and Accounting Standard (AS) - 21 on Consolidated Financial Statements theaudited Corporate Overview Management Reports Consolidated Financial Statements form partof the Annual Report. In view of this the Balance Sheet Statement of Profit and Loss andother related documents of the subsidiaries are attached in this Annual Report. A copy ofAudited Financial Statements of the Subsidiary shall be made available for inspection atthe Registered Office of the Company during business hours. Any shareholder interested inobtaining a copy of separate Financial Statements of the subsidiary shall make specificrequest in writing to the Company Secretary. The Audited Financial Statements of thesubsidiaries are also available on the website www.perfectinfra.com of the Company. As on31st March 2017 the Company has 1 subsidiary. The Company does not have any AssociateCompany pursuant to the provisions of the Companies Act 2013. Pursuant to the provisionsof Section 129(3) of the Companies Act 2013 and Rules 5 and 8(1) of the Companies(Accounts) Rules 2014 the salient features of financial position of subsidiary is givenin Form AOC-1 annexed as "Annexure 1" to this Report. The Company hasframed a policy for determining material transaction with subsidiary.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act 2013 extract of the Annual Return ofthe Company in Form MGT-9 is annexed as "Annexure 2" to this Report.Secretarial Audit Report Pursuant to the provisions of Section 204 of the Companies Act2013.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of ManagerialPersonnel) Rules 2014 the Board had appointed M/s. PrajaktaV.Padhye& Co. Company Secretaries in Practice (FCS:7478 CP No.: 7891) to undertakethe secretarial audit of your Company for the financial year ended March 31 2017.Theiraudit report is annexed herewith this report as Annexure-3.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Discussion and Analysis Report for the financial year under review as stipulated underRegulation 34 of SEBI (LODR) Regulations 2015 is presented in a separate section formingpart of the Annual Report. Corporate Governance In terms of Regulation 34 of SEBI (LODR)Regulations 2015 a report on Corporate Governance along with Statutory Auditors'Certificate confirming its compliance is provided separately and forms integral part ofthis Report.

RELATED PARTY TRANSACTIONS

All related party transactions entered during the financial year under review were onan arm's length basis and in the ordinary course of business. Note No. 28 to the FinancialStatements contains details of Related Party Transactions. No related party transactionwas in conflict with the interest of the Company. As prescribed by Section 134(3)(h) ofthe Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014 particularsof contracts/arrangements with Related Parties are given in Form AOC-2 annexed as "Annexure4" to this Report. The policy on Related Party Transactions has been uploaded onthe Company's website.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS& OUTGO

Information on Conservation of Energy Technology Absorption Foreign Exchange Earningsand Outgo required under Section 134(3) (m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 is given in "Annexure 5" formingpart of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to the provisions of Section 197 (12) of the Companies Act 2013("Act") read with Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 for the year ended 31st March 2017none of the employees of the Company draws remuneration in excess of the limits set out inthe said rules. The details required as per said rules and the Disclosure pursuant toSection 197 (12) of the Companies Act 2013 read with Rule

5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given in "Annexure 6" to this Report.

SEGMENT

The Company operates in multi-segmentsi.e. HVAC Mechanical and MEP (Supply/Testing ofAir-conditions and Electrical) and Annual Maintenance Contracts of Air-conditioning andgiving Air-conditioners on rent.

CAPACITY EXPANSION

The Company has registered with NSICin 2016by which it can benefit under "PublicProcurement Policy for Micro & Small Enterprises (MSEs) Order 2012" as notifiedby the Government of India

Ministry of Micro Small & Medium Enterprises. Benefits accruing to NSIC-registeredcompanies are as follows:

• Issue of the Tender Sets free of cost;

• Exemption from payment of Earnest Money Deposit (EMD)

• In tender participation MSEs quoting price within price band of L1+15 per centshall also be allowed to supply a portion upto 20% of requirement by bringing down theirprice to L1 Price where L1 is non-MSEs.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 (10) of the Companies Act 2013 andRegulation 22 of SEBI (LODR) Regulations 2015 the Company has established a vigilmechanism. The details of Vigil Mechanism are provided in the Corporate Governance Report.The Vigil Mechanism / Whistle

Blower Policy may be accessed on the Company's website at www.perfectinfra.com.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has been following well laid down policy on appointment and remuneration ofDirectors and Key Managerial Personnel (KMP). The appointment of Directors is made by theBoard pursuant to the recommendation of Nomination and Remuneration Committee (NRC). Theremuneration of Executive Directors comprises of Basic Salary Perquisites &Allowances and Commission. The remuneration is within the limits prescribed under theCompanies Act 2013 and is recommended by Nomination and Remuneration Committee(NRC).Approval of Board Shareholders and the Central Government if required for payment ofremuneration to Executive Directors is sought from time to time. The remuneration ofNon-Executive Directors comprises of sitting fees and commission in accordance with theprovisions of Companies Act 2013. A brief extract of the Remuneration Policy onappointment and remuneration of Directors and KMP is provided in the Corporate GovernanceReport.

PERFORMANCE EVALUATION OF DIRECTORS

Criteria of performance evaluation of the Board of Directors including IndependentDirectors are laid down by Nomination and Remuneration Committee of the Company. Pursuantto the provisions of the Companies Act 2013 and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 Board of Directorswill carry annual performance evaluation of entire board committee and all parametersspecified in CG Reportin current year.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013 In order to prevent sexual harassment of women atworkplace the Company has adopted a policy for prevention of Sexual Harassment of Womenat workplace and has set up an Internal Complaints Committee under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 to look intocomplaints relating to sexual harassment at workplace of any woman employee. During theyear under review the Company has not received any complaint under the said policy.

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDEDUNDER SECTION 186 OF THE COMPANIES ACT 2013 The Company has not granted any loanduring the year under review. The details of non current investment made are provided inNote No. 13 to the Standalone Financial Statements.

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS

The Company maintains adequate internal control system and procedures commensurate withits size and nature of operations. The internal control systems are designed to provide areasonable assurance over reliability in financial reporting ensure appropriateauthorisation of transactions safeguarding the assets of the Company and prevent misuse/losses and legal compliancesThe Internal Audit reports are periodically reviewed by themanagement and necessary improvements are undertaken if required.

RISK MANAGEMENT

The Company has in place Risk Management System which takes care of riskidentification assessment and mitigation.

DEPOSITS

During the year under review no deposits were accepted by the Company under Chapter Vof the Companies Act 2013.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

During the year under review no significant or material orders were passed by theRegulators or

Courts or Tribunals which impact the going concern status and Company's operations infuture.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under reviewor said items are not applicable to the Company: 1. Cost Audit

2. Issue of equity shares with differential rights as to dividend voting or otherwiseor issue of sweat equity share. There are no material changes and commitments affectingthe financial position of the Company which have occurred between the end of the financialyear 2016-17 and the date of this report.

ACKNOWLEDGEMENTS

Our consistent growth has been made possible due to our culture of professionalismintegrity and continuous evolvement. Your Directors take this opportunity to thankcustomers suppliers investors bankers the Central and State Governments for theirconsistent support and co-operation to the Company. We place on record our appreciation ofthe contribution made by employees at all levels without whose whole-hearted efforts theoverall performance would not have been possible. Your Directors look forward to the longterm future with confidence.

For and on behalf of the Board
Nimesh Mehta Manisha Mehta
Director Director
DIN:0024264 DIN:0024274
Mumbai
30th August 2017