PS IT Infrastructure & Services Ltd.
|BSE: 505502||Sector: Others|
|NSE: N.A.||ISIN Code: INE953M01033|
|BSE 00:00 | 12 Dec||PS IT Infrastructure & Services Ltd|
|NSE 05:30 | 01 Jan||PS IT Infrastructure & Services Ltd|
|BSE: 505502||Sector: Others|
|NSE: N.A.||ISIN Code: INE953M01033|
|BSE 00:00 | 12 Dec||PS IT Infrastructure & Services Ltd|
|NSE 05:30 | 01 Jan||PS IT Infrastructure & Services Ltd|
To The Members
Your Directors have pleasure in presenting the 39th AnnualReport of your Company together with the Audited Statements of Accounts for the year endedMarch 31 2021.
(Rs. in Lakh)
Total revenue for the year stood at 1357.642 lakh in comparison to lastyears' revenue of 0.05 lakh. In term of Profit/(Loss) before taxation the Companyhas earned a Profit/(Loss) of (15.07) lakh in comparison to last years' Profit/(Loss)of (35.41) lakh. Profit/(Loss) after Tax and Extra-Ordinary Items stood at (15.07) lakh incomparison to last financial year's Profit/(Loss) of (35.41) lakh.
DIVIDEND AND RESERVES
In view of Losses your Directors do not propose any dividend for theyear under review. During the year under review Nil was transferred to General Reserves.
The paid up Equity Share Capital as on March 31 2021 was 53.76 Crore.During the year under review the Company has not issued any share with differentialvoting rights; nor granted stock options nor sweat equity. As on March 31 2021 none ofthe Directors and/or Key Managerial Person of the Company hold instruments convertible into Equity Shares of the Company.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs the financialstatements for the year ended on March 31 2021 has been prepared in accordance with theIndian Accounting Standards (IND AS) notified under Section 133 of the Companies Act 2013read with the Companies (Accounts) Rules 2014. The estimates and judgements relating tothe Financial Statements are made on a prudent basis so as to reflect in a true and fairmanner the form and substance of transactions and reasonably present the Company'sstate of affairs profits and cash flows for the year ended March 31 2021.
Accounting policies have been consistently applied except where a newlyissued accounting standard if initially adopted or a revision to an existing accountingstandard requires a change in the accounting policy hitherto in use. Management evaluatesall recently issued or revised accounting standards on an ongoing basis. The Companydiscloses standalone financial results on a quarterly basis which are subjected to limitedreview and publishes standalone audited financial results on an annual basis. The Companycontinues to focus on judicious management of its working capital receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring. There is no audit qualification in the standalone financialstatements by the statutory auditors for the year under review.
Your Company is into the business of Finance & Investments inaccordance with the Accounting Standard 17 notified by Companies (Accounting Standards)Rules 2006.
PARTICULARS OF LOANS GUARANTEES & INVESTMENTS
Details of Loans Guarantees and Investments if any covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.
The Company does not have any material subsidiary whose net worthexceeds 20% of the consolidated net worth of the holding company in the immediatelypreceding accounting year or has generated 20% of the consolidated income of the Companyduring the previous financial year. Accordingly a policy on material subsidiaries has notbeen formulated.
RELATED PARTY TRANSACTIONS
All transactions entered into with related parties as defined under theCompanies Act 2013 during the financial year were in the ordinary course of business andon an arm's length pricing basis and do not attract the provisions of Section 188 ofthe Companies Act 2013. There were no materially significant transactions with therelated parties during the financial year which were in conflict with the interest of theCompany. The requisite details under Form AOC-2 in Annexure III have been providedelsewhere in this Report. Suitable disclosure as required by the Accounting Standard(Ind-AS 24) has been made in the notes to the Financial Statements. All Related PartyTransactions are placed before the Audit Committee for approval. Omnibus approval wasobtained on a yearly basis for transactions which are of repetitive nature. Transactionsentered into pursuant to omnibus approval are verified by the Risk Assurance Departmentand a statement giving details of all Related Party Transactions are placed before theAudit Committee and the Board for review and approval on a quarterly basis. None of theDirectors has any pecuniary relationships or transactions vis-a-vis the Company TheCompany has put in place a mechanism for certifying the Related Party TransactionsStatements placed before the Audit Committee and the Board of Directors from anIndependent Chartered Accountant Firm. The Policy on Related Party Transactions asapproved by the Board of Directors has been uploaded on the website of the Company. Noneof the Directors has any pecuniary relationship or transactions vis-a-vis the Companyexcept remuneration and sitting fees.
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis on the operations of the Companyas prescribed under Part B of Schedule V read with regulation 34(3) of the ListingRegulations 2015 is provided in a separate section and forms part of the Directors'Report.
CHANGE IN NATURE OF BUSINESS IF ANY.
There are no changes in the nature of business in the financial year2020-21.
The Board of Directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theAct and SEBI Listing Regulations. The performance of the Board was evaluated by the Boardafter seeking inputs from all the directors on the basis of criteria such as the boardcomposition and structure effectiveness of board processes information and functioningetc.
The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of criteria such as the compositionof committees effectiveness of committee meetings etc. The above criteria are broadlybased on the Guidance Note on Board Evaluation issued by the Securities and Exchange Boardof India on January 5 2017. In Compliance with Section 149 (7) read with Schedule IV ofthe Companies Act 2013 and Regulations 25(3) of the SEBI LODR Regulations 2015 aseparate Board Meeting of Independent Directors of the Company was held on March 19 2021wherein the following items in agenda were discussed: reviewed the performance ofNon-Independent Directors and the Board as a whole. reviewed the performance of theChairperson of the company taking into account the views of Executive Directors andNon-Executive Directors; Assessed the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties. The Board evaluates its composition toensure that the Board has the appropriate mix of skills experience independence andknowledge to ensure their continued effectiveness. In the table below the specific areasof focus or expertise of individual Board members have been highlighted.
Matrix setting out the skills/expertise/competence of the Board ofDirectors
NUMBER OF MEETINGS OF THE BOARD
The details of the Board Meetings and other Committee Meetings heldduring the financial year 2020-21 are given in the separate section of CorporateGovernance Report.
All Committees of the Board of Directors are constituted in line withthe provisions of the Companies Act 2013 and applicable regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
There is no change in Management of the Company during the year underreview.
During the current financial year the Company has appointed Ms. SunitaRani Parida (DIN: 08957699) as a Non-Executive Independent Director of the Company tofill-up vacancy caused due to the resignation of Mrs. Aruna Purohit from the Board andCommittees due to their pre-occupation and other commitments. Further we hereby confirmthat there are no other material reasons other than those provided in respect ofresignation tendered by Mrs. Aruna Purohit Independent Director. Apart from this soleinstance there is no change in the composition of Board. The details of programme forfamiliarization of Independent Directors with the Company nature of the business segmentsin which the Company operates and related matters are put up on the website of the CompanyFurther none of the Directors of the Company are disqualified under sub-section (2) ofSection 164 of the Companies Act
INDEPENDENT DIRECTORS & KMPs
As per provisions of Section 149 of the 2013 Act independent directorsshall hold office for a term up to five consecutive years on the board of a company butshall be eligible for re-appointment for another term up to five years on passing of aspecial resolution by the company and disclosure of such appointment in Board'sReport. Further Section 152 of the Act provides that the independent directors shall notbe liable to retire by rotation in the Annual General Meeting (AGM') of theCompany. As per requirements of Regulation 25 of Listing Regulations a person shall notserve as an independent director in more than seven listed entities: provided that anyperson who is serving as a whole time director in any listed entity shall serve as anindependent director in not more than three listed entities. Further independentdirectors of the listed entity shall hold at least one meeting in a year without thepresence of non-independent directors and members of the management and all theindependent directors shall strive to be present at such meeting. In the opinion of theBoard the Independent Directors possess the requisite expertise and experience and arethe persons of high integrity and repute. They fulfill the conditions specified in theCompanies Act 2013 and the Rules made thereunder and are independent of the management.The Independent Directors have also confirmed that they have complied with theCompany's Code of Business Conduct & Ethics. Changes among Directors and KMPsduring the current financial year have been stated herein below-
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT IF ANY
All the Independent Directors have submitted their disclosures to theBoard that they fulfil all the requirements as stipulated in Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 so as to qualify themselves to be appointed asIndependent Directors under the provisions of the Companies Act 2013 and the relevantrules. In terms of Regulation 25(8) of Listing Regulations they have confirmed that theyare not aware of any circumstance or situation which exists or may be reasonablyanticipated that could impair or impact their liability to discharge their duties. Basedon the declaration received from Independent Directors the Board of Directors haveconfirmed that they meet the criteria of Independence as mentioned under Section 149 ofthe Companies Act 2013 and Regulation 16(1)(b) of Listing Regulations and they areindependent of the management.
EVALUATION OF DIRECTORS BOARD AND COMMITTEES
The Nomination and Remuneration Committee (NRC) of the Company hasdevised a policy for performance evaluation of the individual directors Board and itsCommittees which includes criteria for performance evaluation. Pursuant to the provisionsof the Act and the Listing Regulations and based on policy devised by the NRC the Boardhas carried out an annual performance evaluation of its own performance its committeesand individual directors. The Board performance was evaluated based on inputs receivedfrom all the Directors after considering criteria such as Board composition and structureeffectiveness of Board and information provided to the Board etc. The performance of thecommittees was evaluated by the Board of Directors based on inputs received from all thecommittee members after considering criteria such as composition and structure ofcommittees effectiveness of committee meetings etc. Pursuant to the Listing Regulationsperformance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated. A separate meeting of the Independent Directorswas also held for the evaluation of the performance of non-independent Directorsperformance of the Board as a whole and that of the Chairman of the Board.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS TRIBUNALS ORCOURTS
Following are the details of Orders passed by Regulators Tribunals orCourts SEBI has vides its' interim order No. SEBI/HO/ISD/ISD/OW/P/2017/18183 datedAugust 07 2017 ordered for the forensic Audit of the Books of Accounts of the Company andthe report of the Forensic Auditors in the matter is still awaited. The Shares of theCompany have been placed under GSM Stage VI based vide Exchange notice no. 20181029-18dated October 29 2018 for non-payment of Listing Fees and shall continue to remain in GSMStage VI until further directions. The trading in the Equity Shares of the Company isunder suspension vide BSE Notice No. LIST/COMP/OPS/ 16 /2019-2020 dated June 11 2019 dueto non-payment of Listing Fees for FY 2019-20.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEENTHE END OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting thefinancial position of the Company between the end of Financial Year and date of thereport.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013the Board of Directors confirms that:
1. In the preparation of the annual accounts for the year ended 31stMarch 2021 all the applicable accounting standards prescribed by the Institute ofChartered Accountants of India have been followed along with proper explanation relatingto material departures if any;
2. the directors had 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 March 31 2021 andof the profit of the Company for the year ended on that date;
3. that the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
4. that the Directors had prepared the annual accounts on a goingconcern basis;
5. that the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and
6. that the Directors had devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems were adequate andoperating effectively.
BUSINESS RISK MANAGEMENT
The Company is exposed to credit liquidity and interest rate risk. Onthe other hand investment in Stock Market both in Quoted and Unquoted Shares have therisk of change in the price and value both in term of up and down and thus can affect theprofitability of the Company. Risk management is embedded in your Company's operatingframework. Your Company believes that managing risks helps in maximizing returns. TheCompany's approach to addressing business risks is comprehensive and includesperiodic review of such risks and a framework for mitigating controls and reportingmechanism of such risks. The risk management framework is reviewed periodically by theBoard and the Audit Committee. However the Company is not required to constitute RiskManagement Committee under Listing Regulations 2015.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Based on the framework of internal financial controls and compliancesystems established and maintained by the Company the work performed by the internalstatutory and secretarial auditors and external consultants including the audit ofinternal financial controls over financial reporting by the statutory auditors and thereviews performed by management and the relevant board committees including the auditcommittee the Board is of the opinion that the Company's internal financial controlswere adequate and effective during FY 2021.
NOMINATION REMUNERATION AND BOARD DIVERSITY POLICY
The Board of Directors has framed a policy which lays down a frameworkin relation to remuneration of Directors Key Managerial Personnel and Senior Managementof the Company. The Policy broadly lays down the guiding principles philosophy and thebasis for payment of remuneration to Executive and Non-executive Directors (by way ofsitting fees and commission) Key Managerial Personnel Senior Management and otheremployees. The policy also provides the criteria for determining qualifications positiveattributes and Independence of Director and criteria for appointment of Key ManagerialPersonnel / Senior Management and performance evaluation which are considered by theNomination and Remuneration Committee and the Board of Directors while making selection ofthe candidates. The above policy has been posted on the website of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In Compliance of the Companies Act 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasadopted a Whistle Blower Policy / Vigil Mechanism and has established the necessary vigilmechanism for Directors Employees and Stakeholders of the Company to report genuineconcerns about unethical behavior actual or suspected fraud or violation of theCompany's code of conduct or ethics policy. The Company has disclosed the policy onthe website of the Company i.e. www.psitinfrastructure.co.in
Innovation and Technology are synonymous with the Company. Theinvestment in technology acts as a catalyst and enables the Company to be innovative.
RESEARCH & DEVELOPMENT
The Company believes that technological obsolescence is a reality. Onlyprogressive research and development will help us to measure up to future challenges andopportunities. We invest in and encourage continuous innovation. During the year underreview expenditure on research and development is not significant in relation to thenature and size of operations of your Company.
Messrs Mahato Prabir & Associates Chartered Accountants Kolkata(FRN - 325966E) were appointed as Statutory Auditors of the Company for a period of fiveconsecutive years at the 37th Annual General Meeting (AGM) of the Members heldon September 25 2019 on a remuneration mutually agreed upon by the Board of Directors andthe Statutory Auditors. Their appointment was subject to ratification by the Members atevery subsequent AGM held after the AGM held on September 25 2019. Pursuant to theamendments made to Section 139 of the Companies Act 2013 by the Companies (Amendment)Act 2017 effective from May 7 2018 the requirement of seeking ratification of theMembers for the appointment of the Statutory Auditors has been withdrawn from the Statute.Hence the resolution seeking ratification of the Members for continuance of theirappointment at this AGM is not being sought. There is no audit qualification reservationor adverse remark for the year under review.
Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has re-appointed Mr. Sanjay Kumar Vyas Company Secretaries in Practice (C. P. No.21598) to undertake the Secretarial Audit of the Company. The Report of the SecretarialAudit Report in the prescribed Form MR-3 is annexed in this Annual Report as Annexure II.Details of qualification reservation or adverse remark have been provided on Page No.27-29 in Form of MR-3 forming part of the Annual Report. In addition to the above andpursuant to SEBI circular dated 8 February 2019 a report on secretarial compliance by Mr.Sanjay Kumar Vyas for the FY2020-21 has been submitted with stock exchange.
Your Company has an effective internal control and risk-mitigationsystem which are constantly assessed and strengthened with new/revised standard operatingprocedures. The Company's internal control system is commensurate with its sizescale and complexities of its operations. The internal and operational audit is entrustedto M/s S. Gattani & Co. Chartered Accountant Firm Kolkata (FRN - 326788E). The mainthrust of internal audit is to test and review controls appraisal of risks and businessprocesses besides benchmarking controls with best practices in the industry. The AuditCommittee of the Board of Directors actively reviews the adequacy and effectiveness of theinternal control systems and suggests improvements to strengthen the same. The Company hasa robust Management Information System which is an integral part of the controlmechanism.
The Audit Committee of the Board of Directors Statutory Auditors andthe Key Managerial Personnel are periodically apprised of the internal audit findings andcorrective actions taken. Audit plays a key role in providing assurance to the Board ofDirectors. Significant audit observations and corrective actions taken by the managementare presented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.
EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3)(a) of the Companies Act2013 extract of the Annual Return for the financial year ended 31st March2021 made under the provisions of Section 92(3) of the Act is attached as Annexure III tothis report.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment ofWomen at Workplace (Prevention Prohibition & Redressal) Act 2013 read with Rulesthereunder this is to certify and declare that there was no case of sexual harassmentduring the year under review. Neither there was a case pending at the opening of FinancialYear nor has the Company received any Complaint during the year.
STATUTORY INFORMATION AND OTHER DISCLOSURES
Since the Company is into the business of financing and investmentactivities in Shares and Securities; the information regarding Conservation of EnergyTechnology Absorption Adoption and Innovation as defined under section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 isreported to be NIL. The Disclosure required under Section 197(12) of the Act read with theRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed as Annexure V' and forms an integral part of this Report. Astatement comprising the names of top employees in terms of remuneration drawn and everypersons employed throughout the year who were in receipt of remuneration in terms of Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is annexed as Annexure VI' and forms an integral part of this annual report.The above Annexure is not being sent along with this annual report to the members of theCompany in line with the provisions of Section 136(1) of the Act. Members who areinterested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid Annexure is also available for inspectionby Members at the Registered Office of the Company 21 days before and up to the date ofthe ensuing Annual General Meeting during the business hours on working days. None of theemployees listed in the said Annexure is a relative of any Director of the Company. Noneof the employees hold (by himself or along with his spouse and dependent children) morethan two percent of the Equity Shares of the Company.
BUSINESS RESPONSIBILITY REPORT
As the Company is not among top 500 or 1000 Companies by turnover onStock Exchanges the disclosure of Report under of Regulation 34(2) of the ListingRegulations is not applicable to the Company for the year under review.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoingsduring the year under review.
During the year under review your Company has not accepted any depositfrom the public falling within the ambit of Section 73 of the Companies Act 2013 and TheCompanies (Acceptance of Deposits) Rules 2014.
MAINTENANCE OF COST RECORDS
The maintenance of cost records for the services rendered by theCompany is not required pursuant to Section 148(1) of the Companies Act 2013 read withRule 3 of Companies (Cost Records and Audit) Rules 2014.
The Notes on Financial Statement referred in the Auditors' Reportare self-explanatory and do not call for any further comments. The Auditors' Reportdoes not contain any qualification reservation adverse remark or disclaimer for theFinancial Year 2020-21.
REPORTING OF FRAUDS BY AUDITORS
During the year under review the Statutory Auditors and theSecretarial Auditors have not reported any instances of frauds committed in the Company byits officers or employees of Audit Committee under Section 143(12) of the Companies Act2013 details of which needs to be mentioned in this Report.
REPORT ON CORPORATE GOVERNANCE
As per Regulation 34(3) read with Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section oncorporate governance practices followed by the Company together with a certificate fromthe Company's Auditors confirming compliance forms an integral part of this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with theapplicable mandatory Secretarial Standards issued by the Institute of Company Secretariesof India.
Your Directors state that during Financial Year 2020-21:
The Company has not issued any Equity Shares with differential rightsas to Dividend Voting or otherwise. The Company has not issued any Sweat Equity Sharesduring the year. There are no significant or material orders passed against the Company bythe Regulators or Courts of Tribunals during the year ended March 31 2021 which wouldimpact the going concern status of the Company and its future operations. The CentralGovernment has not prescribed the maintenance of cost records for any of the products ofthe Company under sub-section (1) of Section 148 of the Companies Act 2013 and the Rulesframed there under. There is no change in nature of business of the Company during theyear.
Statements in this Directors' Report and Management Discussion andAnalysis describing the Company's objectives projections estimates expectations orpredictions may be forward-looking statements within the meaning of applicablesecurities laws and regulations. Actual results could differ materially from thoseexpressed or implied.
Your Directors place on record their sincere appreciation for theassistance and guidance provided by the Reserve Bank of India the Ministry of CorporateAffairs the Securities and Exchange Board of India government and other regulatoryAuthorities stock exchanges other statutory bodies Company's bankers Members andemployees of the Company for the assistance cooperation and encouragement and continuedsupport extended to the Company. Your Directors also gratefully acknowledge allstakeholders of the Company viz. customers members dealers vendors banks and otherbusiness partners for the excellent support received from them during the year. Ouremployees are instrumental in helping the Company scale new heights year after year.Their commitment and contribution is deeply acknowledged. Your involvement as shareholdersis also greatly valued. Your Directors look forward to your continuing support.