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PSP Projects Ltd.

BSE: 540544 Sector: Infrastructure
NSE: PSPPROJECT ISIN Code: INE488V01015
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VOLUME 7818
52-Week high 639.00
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P/E 12.38
Mkt Cap.(Rs cr) 2,011
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OPEN 554.00
CLOSE 552.90
VOLUME 7818
52-Week high 639.00
52-Week low 406.40
P/E 12.38
Mkt Cap.(Rs cr) 2,011
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

PSP Projects Ltd. (PSPPROJECT) - Director Report

Company director report

Dear Members

Your Directors have the pleasure in presenting the Thirteenth (13th) Board'sreport on the business and operations of your Company ('PSP Projects Limited' or 'PSPProjects' or 'the Company') together with the audited standalone and consolidatedfinancial statements for the financial year ended March 31 2021

1. Financial Highlights

The standalone and consolidated performance for the financial year ended March 31 2021is as under:

(Rs. in Lakhs except per equity share data)

Standalone

Consolidated

Particulars 2020-21 2019-20 2020-21 2019-20
Revenue from operations 124086.24 149925.77 124086.24 149925.93
Other income (net) 1692.09 2477.53 1665.78 2416.63
Total Income (A) 125778.33 152403.30 125752.02 152342.56
Cost of Construction Material Consumed 39813.29 52665.93 39813.29 52665.93
Changes in Inventories of Work-In-Progress (236.52) 839.41 (236.52) 839.41
Construction Expenses 64442.68 70042.26 64442.86 70044.68
Employee benefits expense 5089.37 5944.04 5089.71 5948.66
Finance costs 1469.12 1463.80 1500.79 1505.58
Depreciation and amortization expense 2563.76 2669.17 2563.76 2669.55
Other expenses 1496.09 1336.50 1483.23 1344.08
Total Expenses (B) 114637.79 134961.11 114657.12 135017.89
Profit/ (Loss) Before tax (PBT) (A-B) = (C) 11140.54 17442.19 11094.90 17324.67
Exceptional Gain/ (Loss) (Net of tax) (D) (274.11) 0.00 0.00 0.00
Profit/(Loss) Before tax and after Exceptional item (C-D) 10866.43 17442.19 11094.90 17324.67
Less Total Tax Expense 2787.39 4516.16 2758.33 4504.49
Net Profit After Tax (PAT) before share in profit/ (loss) of joint venture 8079.04 12926.03 8336.57 12820.18
Share of Profit/(Loss) from JV - - (241.94) 10.74
Other Comprehensive Income 9.22 (13.14) 9.78 (20.17)
Total Comprehensive Income 8088.26 12912.89 8104.41 12810.75
Paid up Equity share capital - Face value Rs.10/- each 3600.00 3600.00 3600.00 3600.00
Other Equity excluding Revaluation Reserves 50199.27 42111.01 49989.95 41818.16
Earnings per share (Rs.10/- each)
a) Basic 22.44 35.91 22.65 35.69
b) Diluted 22.44 35.91 22.65 35.69

Figures relating to previous year have been regrouped/ rearranged wherever necessaryto make them comparable to current period's figures.

2. Financial Performance Review

(i) Summary of Standalone Financial Performance

(Rs. in Lakhs)

Particulars

Standalone

2020-21 2019-20 YOY growth (%)
Revenue from operations 124086.24 149925.77 (17%)
Total Operating Expenses 110604.91 130828.14 (15%)
EBITDA 13481.33 19097.63 (29%)
EBITDA Margin (%) 10.86% 12.74% -
Profit Before Tax and after Exceptional Item 10866.43 17442.19 (38%)
Profit After Tax 8088.26 12912.89 (37%)
PAT Margin (%) 6.43% 8.47% -

(ii) Summary of Consolidated Financial Performance

(Rs. in Lakhs)

Particulars

Consolidated

2020-21 2019-20 YOY growth (%)
Revenue from operations 124086.24 149925.93 (17%)
Total Operating Expenses 110834.51 130832.02 (15%)
EBITDA 13251.73 19093.91 (31%)
EBITDA Margin (%) 10.68% 12.72% -
Profit Before Tax 10852.96 17335.41 (37%)
Profit After Tax 8104.41 12810.75 (37%)
PAT Margin (%) 6.44% 8.41%

Overall the standalone results are almost identical to the consolidated results as theimpact of consolidation of subsidiaries results with standalone results is insignificant.

3. Operational Performance review

During the year under review your company received new work orders worthRs.244117.03 Lakhs.

The major/ prestigious projects awarded during the year includes the following:

Development of a Rescue and Rehabilitation centre for Reliance Industries Limited worthRs.8010 Lakhs at Gujarat.

Construction of a Commercial building at Ahmedabad Gujarat worth Rs.10109.09 Lakhs.

A residential project by for a private real estate developer at Ahmedabad Gujaratworth Rs.49883 Lakhs.

Construction of medical colleges and hospitals at multiple locations at Uttar Pradeshworth Rs.149134 Lakhs.

Till March 312021 your company had successfully completed 166 projects out of which23 projects were completed during the period under review.

The Major projects completed during the year includes Zydus Hospital at SitapurGujarat Construction of Medical College and Hospital at Dahod Gujarat Construction of R& D and Research centre at Vadodara Gujarat and C.G road Beautification Project atAhmedabad Gujarat.

As of March 31 2021 the value of work on hand stands at Rs.412097 Lakhs including42 projects under execution spread over Gujarat Rajasthan Karnataka Maharashtra andUttar Pradesh. The category wise and geographical wise breakup of the order book is asunder:

Category wise Break up

Category % of order book
Institutional 23.61%
Government 43.86%
Residential 13.89%
Government Residential 17.71%
Industrial 0.93%

Geographical Break up

Category % of order book
Gujarat 39.26%
Maharashtra 17.71%
Uttar Pradesh 42.15%
Rajasthan 0.71%
Karnataka 0.17%

During the year under review your company has set up a state- of-the-art manufacturingplant of Precast Concrete Building and allied Infrastructure elements near SanandGujarat. The annual production capacity of the plant is expected to be 3 Mn square feetonce fully operational however initially your company is to set up the plant with aproduction capacity of 1 Mn Square Feet as Phase-I. Till March 31 2021 your company hasincurred a total capital expenditure of Rs.5862.74 Lakhs towards the precast plant.

4. COVID-19 Pandemic

Due to the COVID-19 outbreak globally and in India there was a significant disruptionin the economic activities. In order to control the spread of COVID-19 virus thegovernment of India announced a nationwide lockdown of 21 days with effect from March 252020 which was extended from time to time. In view of the same and in order to safeguardthe health of the employees and workers of the company the operations at project sitesand offices were closed and a 'Work from Home' policy was adopted for our employees at ourcorporate office during that period.

During lockdown the company made all the arrangements to provide food stay and healthcare facilities for all the labourers at various project site. Moreover after ease intravel restrictions migrant workers were sent back to their homes on the transportationfacility arranged by the Company.

After the phase wise relaxation of restrictions imposed by the government the siteoperations resumed gradually. With the migration of interstate labourers to their nativeplaces the available labourers were deployed at major project sites for their optimumutilisation and the sites were working at a reduced labour strength. The company deployedspecial vehicles to bring back the migrant labourers. The operations of the companyreturned to normalcy by Q2FY21.

Further the price of various construction materials such as steel cement sandaggregates etc. increased significantly impacting the overall cost of our projects.

The overall situation impacted the tight timelines of some of our projects and impactedthe sales and profitability of the company for the first quarter of the year.

The Company's management has made assessment of likely impact on business and financialrisks based on internal and external sources. In order to mitigate any significant adverseimpact of the pandemic the company had sufficient cash funds in the form of fixeddeposits and partially unutilised fund based credit facilities to meet short termfinancial shortfalls.

Morever during such unprecedented situation of COVID-19 your Company put itsremarkable endeavor by completing a project of an addition and alteration work speciallybeing used as a COVID-19 hospital with 1400 beds in total at the New Civil HospitalCampus Surat Gujarat by following proper safety measures. The said project was completedwithin a quick span of 15 days.

5. Awards and Recognitions

During the period under review your company was felicitated with being the SecondFastest Growing Construction

Company in Small Category in India for second consecutive year and as one of"India's Top Challengers of 2019-20" for third time in a row at the 18thConstruction World Global Awards 2020 via virtual platform.

6. Quality Environment Health and Safety

Your company's continual commitment to safety health environment and qualitymanagement is achieved through implementation of an integrated management system inaccordance with ISO 9001:2015 ISO 14001:2015 and ISO 45001-2018. Your company isconscious of its responsibility for creating maintaining and ensuring safe and cleanenvironment reduce health and safety hazards through application of safety-orientedtechnology and safe work practices for sustainable development.

During the period under review your company was extra careful towards the safety andhealth of its employees at office and workers at project sites and adopted necessarysocial distancing and safety guidelines at all its sites and office to minimise theadverse impact of COVID-19 pandemic.

7. Change in the nature of business if any

During the year under review there has been no change in the nature of business ofyour company.

8. Material changes and commitment if any affecting the financial position of thecompany occurred between the end of financial year to which this financial statementsrelate and date of the report

There have been no material changes and commitments which affect the financialposition of your Company that have occurred between the end of the financial year towhich the financial statements relate and the date of this report except the following:

The Company has claimed an order of Injunction under Section 9 of the Arbitration andConciliation Act 1996 to prevent encashing and invoking of the Bank Guarantee of Rs.673Lakhs issued for our housing project under PMAY at Bhiwandi Maharashtra in the proceedingbefore the Hon'ble District Court of Thane. The Hon'ble District Court by its order datedJune 17 2021 have granted an interim relief injunction (stay) against Bhiwandi NizampurMunicipal Corporation (BNMC) till the reply is being filed by the opposing party viz BNMC;returnable till June 25 2021.

9. Dividend

Your directors are pleased to recommend a dividend of Rs.4/- (40%) per equity share offace value of Rs. 10/- each (previous year Interim dividend of Rs.5/- per equity share)for the financial year ended March 31 2021.

If the dividend as recommended above is approved by the Members at the ensuing 13thAnnual General Meeting the outflow towards dividend on equity shares would be Rs.1440Lakhs.

The dividend pay-out is in accordance with the Company's Dividend Distribution Policywhich is annexed to this report as Annexure A and also available on the website ofthe company at:

(https://www.pspproiects.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 as on March312021:

Dividend for the Financial Year Amount of Unpaid/ Unclaimed Dividend as on Amount of Unpaid/ Unclaimed Dividend (in Rs. in lakhs)
2019-20 March 312021 0.74
2018-19 March 312021 0.50
2017-18 March 312021 0.57
2016-17 March 312021 0.15

The Statement containing the names and last known addresses and amount of dividend tobe paid to the members and due date of transfer to the fund is available on the website ofthe company at:

Details of unpaid/unclaimed dividend for the financial year 2019-20:(https://www.pspproiects.com/wp-content/uploads/2017/09/Statement-of-Unpaid-Dividend-19-20-31.3.2021-Interim- Dividend.pdf)

Details of unpaid/unclaimed dividend for the financial year 2018-19:

(https://www.pspproiects.com/wp-content/uploads/2017/09/Statement-of-Unpaid-Dividend-18-19-313.2021.pdf)

Details of unpaid/unclaimed dividend for the financial year 2017-18:

(https://www.pspproiects.com/wp-content/uploads/2017/09/

Statement-of-Unpaid-Dividend-17-18-31.3.2021.pdf)

Details of unpaid/unclaimed dividend for the financial year 2016-17:

(https://www.pspproiects.com/wp-content/uploads/2017/09/Statement-of-Unpaid-Dividend-16-17-31.3.2021-2.pdf)

The Shareholders are therefore encouraged to verify their records and claim theirdividends if not claimed.

Transfer of unclaimed dividend to investor education and protection fund:

Since the statutory period of seven years has yet not been completed for transfer ofunclaimed and unpaid dividend the provision of Section 125 of the Companies Act 2013does not attract to your company.

10. Appropriation

a) Transfer to Reserves

During the year under review your Company has not transferred any amount to thereserves.

b) Public Deposits

During the year under review your Company has not accepted any deposits under ChapterV of the Companies Act 2013 and Companies (Acceptance of Deposits) Rules 2014 frompublic/members.

11. Credit Rating

During the year under review CARE Ratings Limited has reaffirmed its Credit rating ofyour company's Long term/Short term bank facilities as under:

Facilities Amount (Rs. in Lakhs) Rating Rating Action
Long-term Bank Facilities 4500.00 CARE A+; Stable Reaffirmed
[Single A Plus; Outlook: Stable]
Long-term/ Short-term Bank 56500.00 CARE A+; Stable/CARE A1 + Reaffirmed
Facilities [Single A Plus; Outlook: Stable A One Plus]
Total Facilities 61000.00
[Rupees Sixty One
Thousand Lakhs Only]

12. Share Capital

During the year under review there was no change in the share capital structure ofyour company.

As on March 31 2021 the Authorized Share Capital of the company stood atRs.500000000/- representing 50000000 shares of face value of Rs.10/- each and thepaid up share capital stood at Rs.360000000/- representing 36000000 shares of facevalue of Rs.10/- each.

As on March 312021 100% of your Company's total paid up capital representing36000000 shares were in dematerialized form.

During the year under review your company has not issued any shares with differentialvoting rights or any sweat shares or any shares under Employees Stock Option scheme andhence no information for the same has been furnished.

13. Performance of Subsidiaries/Joint Venture

The Company has three Subsidiaries and one joint venture as on March 31 2021. There isno associate company that fall within the meaning of Section 2(6) of the Companies Act2013 ("Act").

There has been no material change in the nature of the business of the subsidiaries andJoint Venture.

The summary of performance of the subsidiaries and joint venture is as under:

PSP Projects INC

As on March 31 2021 there was no revenue from the operations of the foreignsubsidiary while the other income stood at Rs.186.25 Lakhs and further incurred a netloss of Rs.215.23 Lakhs.

PSP Projects & Proactive Constructions Private Limited

During the year under review PSP Projects & Proactive Constructions PrivateLimited became a wholly owned subsidiary of the company pursuant to acquisition of theremaining 26% shareholding of the company at a token value of Rs.1.30 Lakhs only.

Prior to this acquisition of shares your company was holding 74% of the equity sharesof PSP Projects & Proactive Constructions Private Limited.

As on March 31 2021 there was no revenue from operations of PSP Projects &Proactive Constructions Private Limited while the other income stood at Rs.41.17 Lakhsand further it incurred a net loss of Rs.204.11 Lakhs.

PSP Foundation

During the year under review your company incorporated a wholly owned subsidiary undersection 8 of the Act in the name and style of 'PSP Foundation' to promote and support CSRactivities of your company.

Your Company holds 100% shareholding in PSP Foundation with one nominee shareholderholding one share on behalf of the company.

GDCL & PSP Joint Venture

As on March 31 2021 GDCL & PSP Joint Venture incurred a net loss Rs.94.46 lakhsout of which net loss of Rs.46.28 lakhs forms part of the consolidated financials of yourcompany. The turnover of the JV is not shown in consolidated financial statements of yourcompany.

Pursuant to the provisions of Section 129(3) of the Act a statement containing thesalient features of financial statements of the Company's subsidiaries and Joint venturein Form No. AOC-1 forms part of consolidated financial statements.

Further pursuant to the provisions of Section 136 of the Act the financial statementsof the Company consolidated financial statements along with relevant documents andseparate financial statements in respect of subsidiaries are available on the website ofyour Company at (https://www. pspproiects.com/financial-performance/) and are availablefor inspection by the members during working hours at the Registered office of thecompany.

As on March 31 2021 your Company does not have any material subsidiary and pursuantto the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. ThePolicy for determining material subsidiaries is available on the website of the companyat: (https://www.pspprojects. com/wp-content/uploads/2017/10/Policy-on-Material-Subsidiary-April-2019.pdf)

14. Annual Return

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act 2013 theAnnual Return as on March 312021 is available on the website of the company at:(https://www. pspproiects.com/financial-performance/)

15. Committees of the Board

Your company's Board of Directors has constituted the following committees:

a) Audit Committee

b) Nomination and Remuneration committee

c) Stakeholder Relationship Committee

d) Corporate Social Responsibility Committee

e) Fund Raising committee

f) Risk Management Committee

g) Management Committee

Details of terms of reference of the Committees Committee membership changes andattendance of Directors at meetings of the Committees are included in the CorporateGovernance Report which forms part of this Annual Report.

16. Directors and Key Managerial Personnel

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of your company Mr. Sagar P Patel (DIN: 07168126) Executive Director of thecompany retires by rotation at the 13th Annual General meeting and beingeligible offers himself for re-appointment. The board recommends his re-appointment.

Pursuant to the provisions of the Companies Act 2013 the members at the 12thAnnual General meeting of the company held on September 18 2020 approved re-appointmentof Ms. Pooja P Patel (DIN: 07168083) as the WholeTime Director of the company for afurther period of 5 (five) years with effect from September 012020 to August 312025.

During the year under review Mrs. Shilpaben P Patel (DIN: 02261534) Whole TimeDirector of the company resigned from the directorship of the company w.e.f. August 052020 due to personal reasons. The Board placed on record its appreciation for herinvaluable contribution and guidance.

All the Independent Directors of your Company have affirmed compliance to the code ofconduct for Independent directors as prescribed in Schedule IV of the Companies Act 2013and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and have confirmed that they are not aware of any circumstance orsituation which exist or may be reasonably anticipated that could impair or impact theirability to discharge their duties with an objective independent judgment and without anyexternal influence.

The terms and conditions of appointment of the Independent Directors are placed on thewebsite of the company at: (https://www.pspprojects.com/wp-content/uploads/2017/10/Terms-and-Conditions-for-Independent-Directors-22.10.2019.pdf)

None of the Directors of your Company is disqualified under the provisions of Section164(2)(a) and (b) of the Companies Act 2013.

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

As on date Mr. Prahaladbhai S. Patel Chairman Managing Director & ChiefExecutive Officer Ms. Pooja P. Patel Whole Time Director Mr. Sagar P. Patel ExecutiveDirector Mrs. Hetal Patel Chief Financial Officer and Ms. Mittali Christachary CompanySecretary and Compliance Officer are the Key Managerial Personnel of the company.

17. Meetings of the Board

During the year under review the Board met four times viz. on June 09 2020 August05 2020 November 09 2020 and January 27 2021. The necessary quorum was present for allthe meetings.

The intervening gap of the board meetings were within the period as prescribed underthe Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and relaxations prescribed therein. All the recommendations made by theAudit Committee were accepted by the Board of Directors in its meeting.

18. Programme for familiarisation of Directors

The policy and details of the Familiarisation Programme imparted to the IndependentDirectors of the company are placed on the website of the company at:(https://www.pspproiects.com/wp-content/uploads /2017/10/Policy-on-Familirisation-Programme-20-21.pdf)

19. Vigil Mechanism/Whistle Blower

Your company has adopted a Whistle blower policy for its Directors and employees toreport genuine concerns and to freely communicate their concerns about the illegal orunethical practices and/or instances of leakage of Unpublished Price Sensitive informationas per the provisions of Section 177(9) and (10) of the Companies Act 2013 Regulation 22of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 andRegulation 9A of Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015.

During the year under review no cases has been reported or investigated under theWhistle Blower policy of the company. The Audit committee of the company reviews thefunctioning of this mechanism atleast once a year.

The Whistle Blower Policy of the company is available on the website of the company at:(https://www.pspproiects. com/wp-content/uploads/2017/10/Whistle-Blower-Policy-April-2019.pdf)

20. Director's Responsibility Statement

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

a) in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards have been followed and there is no materialdeparture from the same;

b) Rs.he Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit of the company for that period;

c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have prepared the annual accounts for the financial year ended March312021 on a going concern basis;

e) the directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

21. 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 appointedas the Joint Statutory Auditors of your company at the 10th Annual GeneralMeeting held on September 27 2018 for a term of five consecutive years till theconclusion of 15th Annual General Meeting to be held in the year 2023.

The Joint Statutory Auditors have confirmed that their appointment is within the limitsas specified in section 141 of the Companies Act 2013 and they are not disqualified fromcontinuing as Statutory Auditors of the Company.

The report of the Joint Statutory Auditors along with Notes to Accounts forms part ofthis Annual report.

There are no qualifications reservations or adverse remarks made by Joint StatutoryAuditors of the company in their report for the financial year ended March 31 2021.

b) Secretarial Auditor:

The Board of Directors had appointed Mr. Rohit S. Dudhela Practicing Company Secretary(COP: 7396) as the Secretarial Auditor to conduct Secretarial Audit for the financialyear 2020-21 under the provisions of section 204 of the Companies Act 2013. TheSecretarial Audit Report is annexed to this report as Annexure B. Theobservations/remarks of the Secretarial Auditor in his report are self-explanatory and donot call any further explanation/comments of the Board of directors.

Based on the recommendation of the Audit Committee the Board of Directors of theCompany in its meeting held on July 19 2021 has appointed M/s. Chirag Shah &Associates Practicing Company Secretaries Ahmedabad as the Secretarial Auditors of theCompany for the financial year ending March 31 2022. Your Company has received consentfor their appointment as the Secretarial Auditors of the company for the financial yearending March 31 2022.

Further the wholly-owned subsidiaries of the Company are not material unlistedsubsidiaries. Therefore the provisions regarding the Secretarial Audit as mentioned inRegulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) 2015 asamended do not apply to such subsidiaries.

c) Cost Auditor:

In terms of Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time your Company is required tomaintain cost records and accordingly such accounts are made and records have beenmaintained. M/s. K.V. Melwani & Associates Practicing Cost Accountants (FRN: 100497)carried out the Cost Audit for the financial year under review.

Further as per section 148 read with Companies (Audit and Auditors) Rules 2014 theboard of directors on recommendation of the Audit committee has approved re-appointment ofM/s. K.V. Melwani & Associates Practicing Cost Accountant (FRN: 100497) as the Cost

Auditor of your Company for the financial year ending March 31 2022. Your Company hasreceived consent for their re-appointment as the Cost Auditors of the Company for thefinancial year ending March 312022.

As required under Companies Act 2013 the ratification of the remuneration payable tothe Cost Auditor is recommended to the members at the ensuing 13th AnnualGeneral meeting.

d) Internal Auditor:

Manubhai & Shah LLP Chartered Accountants Ahmedabad (LLP identity No. AAG-0878)continued to be the Internal Auditors of the company under the provision of Section 138 ofthe Companies Act 2013 for conducting the internal audit of the company for the financialyear 2020-21. The Internal Audit Report issued by Manubhai & Shah LLP is submitted tothe Audit Committee and Board of directors.

22. Corporate Social Responsibility

During the year under review Mrs. Shilpaben P Patel resigned from the directorshipw.e.f August 05 2020 and accordingly the Corporate Social responsibility committee wasreconstituted with induction of Ms. Pooja P. Patel as the member of the committee and Mr.Sandeep H. Shah as the Chairperson of the committee.

Presently the Corporate Social Responsibility committee of the company comprises ofMr. Sandeep H. Shah Independent Director (Chairperson) Mr. Prahaladbhai S. PatelChairman and Managing Director and Ms. Pooja P. Patel Executive Director of the company.

Other details regarding CSR Committee has been included in the Corporate GovernanceReport which forms part of this Annual Report.

During the year under review your company has spent 2 267.32 Lakhs (excluding theamount to be transferred to a fund specified under Schedule VII of the Companies Act2013) towards CSR activities which is 1.91% of average net profit of last three yearscomputed as per the provision of the Companies Act 2013.

Annual Report on CSR activities of your company as required under the Companies(Corporate Social Responsibility Policy) Rules 2014 is annexed to the Board's Report as AnnexureC.

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

23. Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future

During the year under review no significant or material orders were passed by theRegulators or Courts or Tribunals which impacts the going concern status and Company'soperations in future.

However Members attention is drawn to the Statement on Contingent Liabilities andcommitments in the notes forming part of the Financial Statements.

24. Secretarial Standards

Your company complies with all the applicable mandatory Secretarial Standards issued bythe Institute of Company Secretaries of India and approved by the Central Government underSection 118(10) of the Companies Act 2013.

25. Management Discussion and Analysis Report

The Management Discussion and Analysis report for the year under review as stipulatedunder the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section which forms part of this Annual Report.

26. Corporate Governance Report

The Corporate Governance Report pursuant to the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 as applicable for the year under reviewtogether with the Certificate from the Practicing Company secretaries regarding complianceof conditions of Corporate Governance is presented in a separate section which forms partof this Annual Report.

27. Business Responsibility Report

A Business Responsibility Report as stipulated under Regulation 34(f) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from timeto time detailing the various initiatives taken by the Company from an environmentalsocial and governance perspective is presented in a separate section which forms part ofthis Annual Report.

28. Nomination and Remuneration Policy

The Nomination and Remuneration policy for the Directors Key Managerial Personnel andSenior Management Personnel as per Section 178(3) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from timeto time is available on the website of the Company at: (https://www.pspprojects.com/wp-content/uploads/2017/10/Policy-of-Nomination- and-Remuneration-22nd-October-19.pdf)

We affirm that the remuneration paid to the Executive directors of your company is asper the Nomination and Remuneration policy adopted by your company.

29. Performance Evaluation

In accordance with the requirements of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Annual Performance Evaluationwas conducted for all Board Members as well as the working of the Board and itsCommittees.

The exercise was carried out based on the criteria prescribed by the Nomination andRemuneration committee and in accordance with the guidance note issued by SEBI on AnnualPerformance Evaluation of Board committees and Directors.

The Board evaluation was conducted through questionnaire designed with qualitativeparameters and feedback based on ratings.

Evaluation of the Board and Committees as a whole was based on criteria such as Sizestructure composition and expertise of the Board and its Committees Adequacy ofFrequency of Meetings functioning effectively and perform its duties as prescribed underthe law and as per terms of reference Monitoring the company's internal controls andcompliance with applicable laws and regulations etc. Evaluation of Individual Directorswas based on criteria such as Attendance and effective participation at the Board andCommittee Meetings Integrity and Maintaining Confidentiality Effective deployment ofKnowledge and Expertise Interpersonal Relationships with other Directors and Managementacting in good faith and interest of Company as a Whole Assist the Company inimplementing the good corporate governance practices. etc.

After seeking inputs from individual directors a consolidated report was presentedbefore the board of directors on the basis of which the evaluation was carried out.

In a separate meeting of independent directors performance of non-independentdirectors and the board as a whole was evaluated taking into account the views ofexecutive directors and non-executive directors while the performance evaluation of theIndependent Directors was carried out by the entire Board.

The Directors expressed their overall satisfaction on the evaluation process and thatthe Board the Committees and the Directors are functioning well.

30. Particulars of Loans Guarantees or Investments

Details of the loans guarantees investments and securities covered under Section 186of the Companies Act 2013 for the financial year under review are given in the Notes tothe financial statements forming part of this Annual Report.

31. Particulars of contracts or arrangements with Related parties

Your Company has formulated a policy on related party transactions which is availableon 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 Audit Committee has beenobtained for related party transactions which are of repetitive nature and entered in theordinary course of business and at an arm's length basis. All related party transactionsare placed before the Audit Committee for review and approval on a quarterly basis.

During the year under review there were no material related party transactions enteredby your Company. Accordingly the disclosure of related party transactions as requiredunder Section 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company.

Disclosures on related party transactions as per Indian Accounting Standards on'Related Party Disclosures' are set out in Notes to the financial statements which formspart of this Annual Report.

32. Risk Management and Internal control system and their adequacy

The Board of Directors have adopted a framework of Risk management to identify risksinherent in any business operations of the Company and provides guidelines to definemeasure report control and mitigate the identified risks.

During the year under review your company constituted a Risk management committee toassist the board in monitoring and reviewing of the risk management plan in identifyingand assessment of risks inherent in the business operations of the company minimizationprocedures and strategies and policies for risk mitigation on short term as well as longterm basis and such other functions.

The board reviews significant risks and decisions that could have a material impact onthe company which interalia includes risks related to management of foreign exchangeexposure cyber security financial and other internal and external business risks.

Major risks identified by the company and its mitigating factors has been covered inthe Management Discussion and Analysis Report which is a part of this Annual report.

The Board of your Company has laid down internal financial controls followed by theCompany and that such internal financial controls are adequate and operating effectively.Your Company has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.

Pursuant to Regulation 17 (8) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the CEO and CFO provides certification regarding theadequacy of the Internal control systems and procedures.

The Audit committee inter alia is assigned with the task of reviewing the adequacy ofand effectiveness of the internal audit function.

There were no material or serious observation received from the Auditors of the Companyfor inadequacy or ineffectiveness of such controls during the period under review.

More details in respect of internal control system and their adequacy are included inthe Management Discussion and Analysis Report which forms part of this Annual report.

33. Policy on prevention of sexual harassment at workplace

Your company has in place a Policy for prevention of Sexual Harassment at the Workplacein line with the requirements of the Sexual Harassment of Women at the Workplace(Prevention Prohibition & Redressal) Act 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment comprising of two senior women employees one male employeeand one external member. All employees (permanent temporary trainees) are covered underthis policy.

During the year under review your company has not received any complaints about sexualharassment in the company.

34. Reporting of frauds

During the year under review the Auditors of the Company have not reported any fraudas specified under the second proviso of Section 143 (12) of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce) and hence there is nothing to report by the Board of directors under Section 134(3) (ca) of the Companies Act 2013.

35. Particulars of employees

The information pertaining to Section 197(12) read with Rule 5(1) and 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedfrom time to time is annexed to this report as Annexure-D.

36. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The Particulars of Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo as required under Section 134(3)(m) read with Rule 8 of the Companies(Accounts) Rules 2014 is annexed to this report as Annexure E.

37. Acknowledgements

Your Directors takes this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions government and regulatoryauthorities for their consistent support and encouragement to the Company.

Your Directors places on record their sincere appreciation to employees at all levelsfor their hard work dedication cooperation and commitment during the year.

For & on behalf of the Board of Directors
Prahaladbhai S. Patel
Ahmedabad Chairman & Managing Director
July 19 2021 (DIN: 00037633)

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