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PSP Projects Ltd.

BSE: 540544 Sector: Infrastructure
NSE: PSPPROJECT ISIN Code: INE488V01015
BSE 00:00 | 24 Sep 408.50 0.30
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OPEN 400.90
PREVIOUS CLOSE 408.20
VOLUME 4936
52-Week high 576.90
52-Week low 233.80
P/E 14.49
Mkt Cap.(Rs cr) 1,471
Buy Price 400.00
Buy Qty 10.00
Sell Price 410.00
Sell Qty 6.00
OPEN 400.90
CLOSE 408.20
VOLUME 4936
52-Week high 576.90
52-Week low 233.80
P/E 14.49
Mkt Cap.(Rs cr) 1,471
Buy Price 400.00
Buy Qty 10.00
Sell Price 410.00
Sell Qty 6.00

PSP Projects Ltd. (PSPPROJECT) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 11th AnnualReport of your Company together with the Standalone and Consolidated financial statementsfor the year ended March 31 2019.

1. Financial Highlights

The Standalone and Consolidated performance for the Financial Yearended March 31 2019 is as under:

Standalone Consolidated
Particulars 2018-19 2017-18 2018-19 2017-18
Revenue from operations 104401.25 72983.03 105040.66 75164.69
Other income (net) 2297.84 1847.56 2283.92 1872.20
Total Income (A) 106699.09 74830.59 107324.58 77036.89
Total Expenses (B) 92845.75 64842.43 93582.08 66792.17
Profit Before tax (PBT) (A-B) 13853.34 9988.16 13742.50 10244.72
Less Total Tax Expense 4829.72 3551.57 4821.49 3644.83
Net Profit After Tax (PAT) 9023.62 6436.59 8921.01 6599.89
Other Comprehensive Income (2.10) (2.89) (4.23) (3.28)
Total Comprehensive Income 9021.52 6433.70 8916.78 6596.61
Earnings per share (Rs. 10/- each)
a) Basic 25.07 18.45 24.84 18.78
b) Diluted 25.07 18.45 24.84 18.78

Figures relating to previous year have been regrouped/ rearrangedwhenever necessary to make them comparable to current period's figures.

2. Financial Performance Review

(i) Standalone Financial Performance

During the year under review on Standalone basis your companyachieved a top-line growth of 43% over the previous year and achieved a bottom-line growthof 40% over the previous year.

The Revenue from Operations amounted to Rs._104401.25 Lakhs asagainst Rs. 72983.03 Lakhs in the previous year. The Profit before tax amounted toRs. 13853.34 Lakhs as against Rs. 9988.16 Lakhs in the previous year. The Net Profitafter Tax amounted to Rs. 9023.62 Lakhs as against Rs. 6436.59 Lakhs in the previousyear and the total comprehensive income amounted to

Rs. 9021.52 Lakhs as against Rs. 6433.70 Lakhs in the previous year.

(ii) Consolidated Financial Performance

On Consolidated basis your company reported a top-line growthof 40 % over the previous year and achieved a bottom-line growth of 35 % over the previousyear.

The Revenue from Operations amounted to Rs. 105040.66 Lakhs asagainst Rs. 75164.69 Lakhs in the previous year. The Profit before tax amounted to Rs.13742.50 Lakhs as against Rs. 10244.72 Lakhs in the previous year. The Net Profit afterTax amounted to Rs. 8921.01 Lakhs as against

Rs. 6599.89 Lakhs in the previous year and the total comprehensiveincome amounted to Rs. 8916.78 Lakhs as against Rs. 6596.61 Lakhs in the previous year.

3. Operational Performance Review

Your company is a multidisciplinary construction company offering acomplete service range from design planning to construction and post constructionservices across industrial institutional government government residential andresidential projects in India.

As of March 31 2019 we had an order book of Rs. 2978 croresconsisting of 78% of institutional projects 8% of industrial projects 6% of governmentresidential projects 5% of government projects and 3% of residential projects.

During the year under review we have successfully completed 21projects which brings to total completed projects to 120.

Major ongoing projects as of March 31 2019:

Project name State Total Contract Value Outstanding Contract
( Rs. in Lakhs) Value (Rs. in Lakhs)
Surat Diamond Bourse Main Contract Works Gujarat 157500 116075
IIM Ahmedabad Gujarat 32801 32801
Construction of Medical College and Hospital at Dahod Gujarat 22500 18913
Affordable Housing Project at Pandharpur Maharashtra 15755 15755
Multi-tenanted office for DSCCSL at GIFT City Gujarat 13050 12212
Zydus Hospital at Vadodara Gujarat 10160 9629
Construction of Residential Complex at Atali Housing Dahej Gujarat 8268 8268
Super speciality Block of Government Medical College at Gujarat 7860 6551
Bhavnagar
Hospital Building near Sugen Mega Power Project Gujarat 6788 5366
Tal - Kamrej - Surat
Factory Building for the proposed LMC Plant at Dahej Gujarat 8390 5345
Site Infra Works for LMC and BIAS Plant at Dahej Gujarat 5340 5248
Design Build Contract for Construction of Corporate House Gujarat 5000 4714
at Ahmedabad
Construction of Student Activity Center Project at Gujarat 5150 4704
Navrangpura Ahmedabad for Ahmedabad University
Central Campus (FP-4 TPS-31)

4. Awards and Recognitions

During the year under review your company has been honoured withIndia's Top Challengers" of 2017-18 at the 16th Construction World GlobalAwards 2018 held at New Delhi and a CSR Excellence Award by TV9 Gujarati.

Further our Managing Director & CEO Mr. Prahaladbhai S. Patel wasawarded the 2018 Most Respected Entrepreneur Award in Construction by Hurun Report Indiafor creating an innovative construction company viz PSP Projects Limited that hasdelivered many land mark projects in India within a short span.

5. Quality Initiatives

Your company is committed for continual improvement of its processes tomeet and exceed customer requirements in terms of quality delivery and management.

During the year under review your company has retained its ISOcertification for ISO 9001:2015 for quality management systems ISO 14001:2015 forenvironmental management systems and ISO 45001-2018 for occupational health and safetymanagement.

6. Intellectual Property

During the year under review your company's trademark(Company's name with PSP Logo) under Class 37 of the Indian Trade Marks Rules 2002in respect of turnkey building construction services has been registered with the TradeMarks Registry.

7. Change in the Nature of Business

There has been no change in the nature of business of the companyduring the year under review.

8. Material Changes and Commitment if any Affecting theFinancial Position of the Company Occurred Between the end of Financial Year to which thisFinancial Statements Relate and Date of the Report

There are no material changes or commitments affecting the financialposition or business activities of the Company between the end of the Financial Year andthe date of this Report.

9. Dividend

Your directors are pleased to recommend a dividend of Rs. 5/- (50%) perequity share of face value of Rs. 10/- each (previous year Rs. 5/- per equity share) forthe financial year ended March 31 2019 aggregating to Rs. 1800 Lakhs (excludingdividend distribution tax). The proposal is subject to the approval of members at theensuing 11th Annual General Meeting.

The dividend pay-out is in accordance with the Company's DividendDistribution Policy which is annexed to this report as Annexure A and also available onthe website of the company at: (https://www.pspprojects.com/wp-content/uploads/2017/10/Dividend-Distribution-Policy-1.pdf )

Unpaid/Unclaimed Dividend

The total amount lying in the Unpaid Dividend Account of the company ason March 31 2019 and its due date for transfer to the fund is as under:

Dividend for the Financial Year Amount of Unpaid/ Unclaimed Dividend as on Amount of Unpaid/ Unclaimed Dividend Due date for Transfer to Investor Education and Protection Fund
(in Rs. in lakhs)
2017-18 March 31 2019 0.62 October 28 2025
2016-17 March 31 2019 0.14 October 28 2024

The Statement containing the names and last known addresses and amountof dividend to be paid to the members (unpaid/unclaimed as on date) is available on thewebsite of the company at: Details of unpaid/unclaimed dividend for the financial year2017-18: (https://www.pspprojects.com/wp-content/uploads/2017/09/Statement-of-Unpaid-Dividend-17-18-2.pdf) Details of unpaid/unclaimeddividend for the financial year 2016-17: (https://www.pspprojects.com/wp-content/uploads/2017/09/Statement-of-Unpaid-Dividend-16-17-1.pdf) The Shareholders are thereforeencouraged to verify their records and claim their dividends if not claimed.

Transfer of unclaimed dividend to investor education and protectionfund:

Since the statutory period of seven years has yet not been completedfor transfer of unclaimed and unpaid dividend the provision of Section 125 of theCompanies Act 2013 does not attract to your company.

10. Appropriation

a) Transfer to Reserves

During the year under review your Company has not transferred anyamount to the reserves.

b) Public Deposits

During the year under review your Company has not accepted anydeposits under Chapter V of the Act and Companies (Acceptance of Deposits) Rules 2014from public / members.

11. Credit Rating for Bank Facilities

Your company enjoys a good reputation for its ability to meet itsfinancial obligations. During the year under review CARE Ratings Limited- a reputedcredit rating agency upgraded its Credit rating of your company's Long term/Shortterm bank facilities as under:

Facilities Amount (Rs. in Lakhs) Rating Rating action
Long-term Bank Facilities 4500.00 CARE A+; Stable Revised from CARE A; Positive
[Single A Plus; Outlook: Stable] (Single A; Outlook: Positive)
Long-term/ Short-term 36500.00 CARE A+; Stable / CARE A1+ Revised from CARE A;
Bank Facilities [Single A Plus; Outlook: Stable Positive / CARE A1
A One Plus] (Single A; Outlook: Positive A One)
Total Facilities 41000.00
[Rupees Forty One Thousand
Lakhs Only ]*

* As on date of this report the amount of facilities has enhanced from Rs.41000 Lakhs to Rs. 61000 Lakhs and the credit ratings has been reaffirmed.

12. Share Capital

During the year under review there is no change in the share capitalstructure of your company.

As on March 31 2019 the Authorized Share Capital of the company stoodat Rs. 500000000/- representing 50000000 shares of face value of Rs. 10/- each andthe Paid up share capital stood at Rs. 360000000/- representing 36000000 shares offace value of Rs. 10/- each.

Further during the year under review the IPO Proceeds were fullyutilised by the company and there was no deviation in the utilisation of IPO proceeds. Ason March 31 2019 no proceeds of the IPO were pending for utilisation.

As on March 31 2019 100% of your Company's total paid up capitalrepresenting 36000000 shares are in dematerialized_form.

During the year under review your company has not issued anyshares with differential voting rights or any sweat shares or any shares under EmployeesStock Option scheme and hence no information for the same has been furnished.

13. Performance of Subsidiaries/Joint Venture

As on March 31 2019 your company has two subsidiaries and one jointventure. Your company does not have any associate company that fall within the meaning ofSection 2(6) of the Companies Act 2013 ("Act"). There has been no materialchange in the nature of the business of the subsidiaries and Joint Venture.

The summary of performance of the subsidiaries and joint venture is asunder:

PSP Projects INC Texas USA

PSP Projects INC is a 100% subsidiary of your company located atTexas USA engaged in the business of making investment in development and construction ofresidential and commercial properties. Moreover PSP Projects INC is a 50% partnerin P & J Builders LLC viz Step down joint venture of your company. Presently P &J Builders LLC is executing two projects one in San Francisco and other in Livermore. Thepilot project of P & J Builders LLC at Livermore is on the verge of conclusion whilefor the San Francisco project P & J Builders LLC is awaiting various approvals fromthe local government.

As on March 31 2019 there was no revenue from the operations of thesubsidiary since the projects are still ongoing. The other income stood at Rs. 143.46Lakhs and incurred a net loss of Rs. 17.27 Lakhs.

PSP Projects and Proactive Constructions Private Limited

PSP Projects and Proactive Constructions Private Limited a 74%Subsidiary of your company is a venture for promotion and development of World TradeCentre at GIFT City Gandhinagar Gujarat. Currently the said project is on hold by theclient.

As on March 31 2019 the revenue from operations of the subsidiarystood at Rs. 1046.80 Lakhs other income stood at Rs._9.66 Lakhs while it incurred a netloss of Rs. 85.33 Lakhs.

GDCL & PSP Joint Venture

GDCL & PSP Joint Venture (JV) is a firm formed for the constructingMetro Train Depot cum workshop at Gyaspur for the Metro Rail Project which is to beconcluded by this_year.

As on March 31 2019 the JV has earned revenue from operations of Rs.5526.15 Lakhs other income of Rs. 16.01 lakhs and a net profit Rs. 18.53 Lakhs. Theturnover of the JV is not shown in consolidated financial statements of your company.However proportionate profit of the JV forms part of the consolidated financials of yourcompany.

In accordance with section 136 of the Act the audited accounts of thesubsidiaries of your company are available on the website of your company at(https://www.pspprojects. com/financial-performance/) and the same shall be available forinspection by the members at the Registered Office of your Company during normal businesshours (10:00 a.m. to 6:00 p.m.) on all working days except sundays and holidays till thedate of the ensuing 11th Annual General Meeting.

Pursuant to the provisions of Section 129(3) of the Act a statementcontaining the salient features of financial statements of the Company's subsidiariesand Joint Venture in the prescribed Form AOC-1 forms part of consolidated financialstatements.

In line with the amendments prescribed in the SEBI (Listing Obligationsand Disclosure Requirements) (Amendment) Regulations 2018 the Policy for determiningmaterial subsidiaries has been amended and the same is available on the website of thecompany at: (https://www.pspprojects.com/wp-content/uploads/2017/10/Policy-on-Material-Subsidiary-April-2019.pdf )

As on March 31 2019 your Company does not have any materialsubsidiary.

14. Extract of Annual Return

As per the requirements of Section 92(3) of the Act and read withCompanies (Management and Administration) Rules 2014 an extract of annual return of yourCompany as on

March_31_2019 is set out as Annexure B in the prescribed Form No.MGT-9 forms part of this report. The same is available on the website of the company at(https://www.pspprojects. com/financial-performance/)

15. Committees of the Board

Presently there are following committees of the board to assist it indischarging its responsibilities: a) Audit Committee b) Nomination and Remunerationcommittee c) Stakeholder Relationship Committee d) Corporate Social ResponsibilityCommittee

During the year under review no committee of the board has beenre-constituted.

More details on the board and its committees are included in theCorporate Governance Report which forms part of this Annual Report.

16. Directors and Key Managerial Personnel a) Directors

Regularisation/ Reappointment:

In accordance with the provisions of the Act and the Articles ofAssociation of your company Mrs. Shilpaben P. Patel Whole Time Director of the companyretires by rotation at the 11th Annual General meeting and being eligibleoffers herself for re-appointment. The board recommends her re-appointment.

The Board of Directors at its meeting held on August

9 2019 re-appointed Mr. Prahaladbhai S. Patel as the ChairmanManaging Director & CEO for a further period of five years effective from July 92020 subject to approval of the members by way of special resolution at the 11thAnnual General Meeting.

The first term of office of Mr. Vasishtha P. Patel Mr. SandeepH. Shah and Mr. Chirag N. Shah as the Non-Executive Independent Directors will expire onAugust 31 2020. The Nomination and Remuneration Committee and the Board of Directors attheir respective meetings held on August 9 2019 has recommended their re-appointment asthe Non-Executive Independent Directors of the Company for a second term of 5 (five)consecutive years subject to the approval of the members by way of special resolution atthe 11th Annual General Meeting.

Independent Directors and Declaration by Independent Directors:

All the Independent Directors of your Company have given a declarationconfirming that they meet the criteria of independence as laid down under Section 149 ofthe Act and the Regulation 16(1)(b) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and that they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact hisability to discharge his duties with an objective independent judgment and without anyexternal influence.

The terms and conditions of appointment of the Independent Directorsare placed on the website of the company at(https://www.pspprojects.com/wp-content/uploads/2017/10/Terms-and-Conditions-for-Independent-Directors.pdf)

Programme for familiarisation of Directors:

The details of the Familiarisation Programme imparted to theIndependent Directors of the company are placed on the website of the company at(https://www.pspprojects.com/wp-content/uploads/2017/10/Policy-on-Familirisation-Programme-18-19.pdf )

None of the Directors of your Company is disqualified under theprovisions of Section 164(2)(a) and (b) of the Companies Act 2013.

Neither the Managing Director Whole-time Director/ Executive Directorof the Company receive any remuneration or commission from any of its subsidiaries.

b) Key Managerial Personnel

Pursuant to Section 203 of the Companies Act 2013 during the yearunder review Ms. Mittali Christachary was appointed as the Company Secretary andCompliance officer of your company with effect from April 7 2018.

As on March 31 2019 the Key Managerial Personnel of your Company areMr. Prahaladbhai S. Patel Managing Director & Chief Executive Officer Mrs. ShilpabenP. Patel WholeTime Director Ms. Pooja P. Patel Executive Director Mrs. Hetal PatelChief Financial Officer and Ms. Mittali Christachary Company Secretary &Compliance Officer.

Except as mentioned above there were no other changes in Directorshipof the company as well as Key Managerial Personnel category during the year underfireview.

c) Number of meetings of the board and its committees:

During the year under review: i. Six (6) meetings of the board ofdirectors were held; ii. Five (5) meetings of the Audit committee were held; iii. Three(3) meeting of the Nomination and Remuneration committee was held; iv. One (1) meetings ofthe Stakeholder relationship committee were held; v. Two (2) meeting of the Corporatesocial responsibility committee was held;

Additionally one Separate meeting of the Independent Directors wasalso held in compliance with the requirements of Schedule IV of the Companies Act 2013and Regulation 25(3) and 25(4) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations_2015

The intervening gap of the board meetings and audit committee meetingswere within the period as prescribed under the Companies Act 2013.

More Details of the meetings of the board and committees are includedin the Corporate Governance report which forms part of this Annual Report.

17. Vigil Mechanism / Whistle Blower

In terms of section 177(9) & (10) of the Companies Act 2013Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and Regulation 9A of SEBI (Prohibition of Insider Trading) Regulations 2015 notifiedon December 31 2018 your Company has formulated a Whistle Blower Policy/ vigil mechanismfor its Directors and Employees to report genuine concerns and to freely communicatetheir concerns about illegal or unethical practices.

In line with the amendments prescribed in the SEBI (Prohibition ofInsider Trading) (Amendment) Regulations 2018 the Whistle Blower Policy of the companyhas been amended and the same is available on the website of the company at(https://www.pspprojects.com/wp-content/uploads/2017/10/Whistle-Blower-Policy-April-2019.pdf )

18. Director's Responsibility Statement

Pursuant to the requirement under clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 (‘Act') with respect to theDirectors' Responsibility Statement the Directors confirm that:

a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating to material departures;

b) 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 at the end of theFinancial Year and of the profit of the company for that period;

c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) the directors had prepared the annual accounts for the FinancialYear ended March 31 2019 on a going concern basis;

e) 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

f ) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

19. Auditors & Their Reports a) Statutory Auditors:

M/s. Kantilal Patel & Co. Chartered Accountants Ahmedabad (FRN:104744W) and M/s. Riddhi P. Sheth & Co. Chartered Accountants Ahmedabad (FRN:140190W) were appointed as the Joint Statutory Auditors of your company at the 10thAnnual General Meeting held on September 27 2018 for a term of five consecutive yearstill the conclusion of 15th Annual General Meeting. In accordance with theCompanies Amendment Act 2017 enforced on May 7 2018 by the Ministry of CorporateAffairs the appointment of Statutory Auditors is not required to be ratified at everyAnnual General Meeting.

Your Company has obtained eligibility certificates from the JointStatutory Auditors for continuing as the Auditors and accordingly they have confirmedthat their appointment is within the limits as specified in section 141 of the CompaniesAct 2013 and they are not disqualified from continuing as Statutory Auditors of theCompany.

The report of the Statutory Auditor along with Notes to Accounts formspart of this Annual report. The Auditors' Report do not contain any qualificationsreservations or adverse remarks.

b) Secretarial Auditor:

The Board of Directors of your Company had appointed Mr. Rohit S.Dudhela Practicing Company Secretary (COP: 7396) as the Secretarial Auditor to conductan audit of the secretarial records for the financial year 2018-19 and for the same yourCompany has received consent from Mr. Rohit S. Dudhela Practicing Company Secretary (COP:7396) to act as the auditor for conducting audit of the secretarial records for thefinancial year ending March 31 2019.

The Secretarial Audit Report is annexed to this report as Annexure Cwhich is self-explanatory and do not call for any further explanation of the Board.

c) Cost Auditor:

The Company is required to maintain cost records for certain productsas specified by the Central Government under sub-section (1) of Section 148 of the Actand accordingly such accounts and records are made and maintained in the prescribedmanner.

M/s. K.V. Melwani & Associates Practicing Cost Accountant (FRN:100497) carried out the Cost Audit for the financial year under review. Further as persection 148 read with Companies (Audit and Auditors) Rules 2014 they are reappointed asCost Auditor of your Company for the financial year 2019-20 by the Board of Directors andratification of their remuneration is recommended to the members at the ensuing 11thAnnual General Meeting.

d) Internal Auditor:

As per the provisions of Section 138 of the Companies Act 2013 M/s.Manubhai & Shah LLP Chartered Accountants Ahmedabad (LLP identity No. AAG-0878) wereappointed as Internal Auditor of your company to conduct Internal audit for theFinancial year 2018-19.

The Internal Audit Report for the Financial Year 2018-19 issued by M/s.Manubhai & Shah LLP is submitted to the Audit Committee and Board.

20. Corporate Social Responsibility

As on March 31 2019 the Corporate Social Responsibility Committeecomprised of Mrs. Shilpaben P. Patel WholeTime Director (Chairperson) Mr. PrahaladbhaiS. Patel Managing Director & CEO (Member) and Mr. Sandeep H. Shah IndependentDirector (Member) of the company.

Other details regarding CSR Committee has been included in theCorporate Governance Report which forms part of this Annual Report.

The Report on Corporate Social Responsibility (CSR) of your company asper Rule 8 of Companies (Corporate Social Responsibility Policy) Rules 2014 is annexed tothe Board's Report as Annexure D.

The CSR Policy is available on the website of your company at(https://www.pspprojects.com/wp-content/ uploads/2017/09/CSR-Policy-PSP.pdf )

21. Significant and Material Orders Passed by the Regulators or Courtsor Tribunals Impacting the Going Concern Status and Company's Operations in Future

No significant or material orders were passed by the Regulators orCourts or Tribunals which impacts the going concern status and Company's operationsin future.

However Members attention is drawn to the Statement on ContingentLiabilities and commitments in the notes forming part of the Financial Statements.

22. Secretarial Standards

Your company complies with all the applicable mandatorySecretarial Standards issued by the Institute of Company Secretaries of India and approvedby the Central Government under Section 118(10) of the Companies Act 2013.

23. Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under reviewas stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section which forms part of this AnnualReport.

24. Corporate Governance Report

The Corporate Governance Report pursuant to the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 as applicable for the yearunder review together with the Certificate from the Practicing Company secretariesregarding compliance of conditions of Corporate Governance is presented in a separatesection which forms part of this Annual Report.

25. Policy on Directors' Appointment and Remuneration

In line with requirement of the Companies Act 2013 your company hasformulated a Nomination and Remuneration Policy which is available on the website of yourcompany at (https://www.pspprojects.com/wp-content/uploads/2017/10/Policy-of-Nomination-and-Remuneration.pdf)

We affirm that the remuneration paid to the Executive directors of yourcompany is as per the Nomination and remuneration policy adopted by your company.

26. Performance Evaluation

In terms of the requirement of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the board ofdirectors carried out an annual evaluation of its own performance board committees andindividual directors.

The evaluation process focused on various aspects of the boardand is committees such as the size structure composition and expertise of the boardfrequency of meetings effective discharge of functions and duties by Board and Committeeprescribed under the law and as per terms of reference in case of the committeesensuring the integrity of the company's accounting and financial reporting systemsindependent audit internal audit and risk management systems (for Board and AuditCommittee) working in the interests of all the stakeholders of the company and such otherfactors.

The board evaluated the performance of individual directors on thebasis of criteria such as attendance and Participation at the Board and CommitteeMeetings integrity and maintaining confidentiality effective deployment of Knowledge andExpertise interpersonal Relationships with other Directors and Management acting in goodfaith and interest of Company as a Whole assist the Company in implementing the goodcorporate governance practices contribution to strategy and relevant aspects impactingcompany's performance protect the interests of all stakeholders and balance theconflicting interest of the stakeholders and such other factors as deemedappropriate

The Board also considered the Guidance Note on Board Evaluation issuedby the Securities and Exchange Board of_India.

The performance of the board and committees was evaluated by the boardafter seeking inputs from all the directors. Performance evaluation of independentdirectors was also done by the entire board excluding the independent director beingevaluated.

In a separate meeting of independent directors performance ofnon-independent directors and the board as a whole was evaluated taking into account theviews of executive directors and non-executive directors.

The Directors expressed their overall satisfaction on the evaluationprocess and that the Board the Committees and the Directors are functioning well.Based on the feedback of the Board Evaluation process appropriate measures weretaken to further improve the process and other aspects.

The details about the performance evaluation criteria for independentdirectors are given in the Corporate Governance Report.

27. Particulars of Loans Guarantees or Investments

Details of the loans guarantees investments and securities coveredunder Section 186 of the Companies Act 2013 for the financial year under review are givenin the Notes to the financial statements forming part of this Annual Report.

28. Particulars of Contracts or Arrangements with Related Parties

Your Company has formulated a policy on related party transactionswhich is available on the website of the company at:(https://www.pspprojects.com/wp-content/uploads/2017/10/Policy-on-Related-Party-Transactions-April-2019.pdf)

During the year under review prior omnibus approval of the AuditCommittee has been obtained for related party transactions which are of repetitive natureand entered in the ordinary course of business and at an arm's length basis. Allrelated party transactions are placed before the Audit Committee for review and approval.

During the year under review there were no material related partytransactions entered by your Company.

Disclosures on related party transactions as per Indian AccountingStandards on ‘Related Party Disclosures' are set out in Notes to the financialstatements which forms part of this Annual Report.

The disclosure of related party transactions pursuant to Section134(3)(h) of the Companies Act 2013 read with Rule 8(2) of the Companies (Accounts)Rules 2014 during the financial year under review in Form no. AOC-2 is annexed to thisreport as Annexure E.

29. Risk Management

Risk management is a structured approach to manage uncertainty. Aformal enterprise wide approach to Risk Management is being adopted by your Company whichis available on the company's website at: (https://www.pspprojects.com/wp-content/uploads/2017/10/Risk-Management-Plan.pdf )

Some of the major risks identified by the company and its mitigatingfactors has been covered in the Management Discussion and Analysis which is a part ofthis Annual report.

30. Internal Control System and their Adequacy

Your company has adopted an Internal Control system commensurate withthe size scale and complexity of its business operations. During the financial year underreview no material or serious observation has been received from the Internal Auditors ofthe Company for inadequacy or ineffectiveness of such controls.

More details in respect of internal control system and their adequacyare included in the Management Discussion and Analysis which forms part of this Annualreport.

31. Policy on Prevention of Sexual Harassment at Workplace

Your company is committed to provide safe and healthy workingenvironment to every employee of the company. In line with the requirements of SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013(hereinafter referred as "the said Act") and Rules made there under yourcompany has in place a Policy for Prevention of Sexual Harassment at Work Place forprevention prohibition and redressal of complaints of sexual harassment at work_place.

As per the provisions of Section 4 of the said Act the Board ofDirectors has constituted the Internal Complaints Committee (‘ICC'). TheInternal Complaints Committee consists of the following members:

Sr. No. Name Designation Position in committee
1 Mrs. Hetal Patel Chief Financial Officer Presiding Officer
2 Ms. Mittali Christachary Company Secretary and Compliance officer Member
3 Mr. Dhananjay Mori Manager- Human Resources Member
4 Mrs. Ishani Teli NA External
Member

During the year under review your company has not received anycomplaints on sexual harassment.

32. Reporting of Frauds

During the year under review there have been no frauds reported by theAuditors under sub section (12) of Section 143 of the Companies Act 2013 (includingamendments) to the Audit Committee or the Board of Directors and hence there is nothingto report by the Board under Section 134 (3) (ca) of the Companies Act 2013.

33. Other Disclosures

In the year 2012 your company filed a petition before the City CivilJudge at Ahmedabad against Mr. Ashish Ramchandra Patel ("Defendant") forrecovery of amount payable by the Respondent for construction work carried out by theCompany aggregating toRs. 453 Lakhs which was subsequently transferred to the CommercialCourt Ahmedabad. During the year under review your company settled the entire dispute byentering into consent terms with the defendant and accordingly the said litigation hasbeen disposed off by the court.

34. Particular of Employees

The information pertaining to Section 197(12) read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended from time to time is annexed to this report as Annexure F.

35. Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo

The Particulars of Conservation of Energy Technology AbsorptionForeign Exchange Earnings and Outgo as required under Section 134(3)(m) read withRule 8 of the Companies (Accounts) Rules 2014 is annexed to this report as Annexure G.

36. Green Initiatives

Electronic copies of the Annual Report 2018-19 and the Notice of the 11thAnnual General Meeting are sent to all members whose email address are registered with thecompany/depository participant(s). For members who have not registered their emailaddresses physical copies are sent in the permitted mode.

37. Acknowledgements

Your Directors place on record their deep appreciation to employees atall levels for their hard work dedication and commitment. Your Directors also take thisopportunity to thank all its Shareholders Clients Vendors Banks Government andRegulatory Authorities and Stock Exchanges for their continued support.

For & on behalf of the Board of Directors
Prahaladbhai S. Patel
Ahmedabad Chairman & Managing Director
August 9 2019 (DIN: 00037633)

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