The Members of
Setubandhan Infrastructure Limited
Directors have pleasure in presenting their 24thAnnualReport on the business and operations of the Company along with the Audited FinancialStatements of the Company for the financial year ended on March 31 2020.
1. FINANCIAL HIGHLIGHTS
(Rs. in Lakhs)
|Financial Results and ||Standalone ||Consolidated |
|Appropriations ||Year ended 31/03/2020 ||Year ended 31/03/2019 ||Year ended 31/03/2020 ||Year ended 31/03/2019 |
|Revenue from Operations ||13033.59 ||25833.90 ||15435.01 ||25833.90 |
|Other Income ||161.86 ||211.36 ||177.55 ||211.36 |
|Total Revenue ||13195.44 ||26045.26 ||15612.55 ||26045.26 |
|Profit/Loss Before Tax (PBT) ||(4383.51) ||7.00 ||(4369.69) ||6.86 |
|Less: Taxation ||(25.10) ||(6.22) ||(29.49) ||(6.22) |
|Net Profit after Tax (PAT)/Loss ||(4408.62) ||13.22 ||(4399.17) ||13.08 |
|Other Comprehensive income (net of tax) ||40.87 ||(2.65) ||40.87 ||(2.65) |
|Total comprehensive income for the year ||(4367.75) ||15.87 ||(4358.31) ||15.73 |
Note: The Company discloses financial results on a quarterly basis ofwhich results are subjected to limited review and publishes audited financial results onan annual basis. The Financial Statements as stated above are also available on thewebsite of the Company at www.prakashconstro.com.
2. FINANCIAL PERFORMANCE Consolidated
During the year under review the Company recorded consolidated totalrevenue of Rs. 15612.55 lakhs as compared to Rs. 26045.26 lakhs for the previous year andNet loss for the year stood at Rs.4399.17lakhs for the year under review as compared toRs.13.08 lakhs for the previous year.
During the year under review the Company recorded total revenue of Rs.13195.44 Lakhs as compared to Rs. 26045.26 lakhs for the previous year and Net Loss forthe year stood at Rs. (4408.62) lakhs for the year under review as compared to Rs. 13.22lakhs for the previous year.
3. NATURE OF BUSINESS
The Company is engaged in the activities of Construction of buildingscarried out on own-account basis or on a fee or contract basis / Project Supply. There wasno change in nature of the business of the Company during the year under review.
4. MATERIAL CHANGES AND COMMITMENTS
There was Devolvement of Letter of Credits after the financial yearended March 31 2019 due to Financial Crisis accountable to unfavourable Business Scenariofor the Company. Total outstanding amount of Letter of Credit devolvement is Rs. againstCompany.
Keeping in view need to conserve resources of the Company Directorsare constrained not to recommend any dividend for the year under review.
6. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has Two subsidiary companies named Unique Vastu Nirman& Projects Private Limited and Bhumit Real Estate Private Limited. A statementcontaining brief financial details of the subsidiaries is included in the Annual Report.
As required under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a consolidated financial statement of the Company and itssubsidiary is attached. The consolidated financial statements have been prepared inaccordance with the relevant accounting standards as prescribed under Section 129 (3) ofthe Act. These financial statements disclose the assets liabilities income expenses andother details of the Company and its subsidiary.
Pursuant to the provisions of Section 129 134 and 136 of the CompaniesAct 2013 read with rules framed thereunder and pursuant to Regulation 33 (3) of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 your Company hadprepared consolidated financial statements of the company and its subsidiaries and aseparate statement containing the salient features of financial statement of subsidiariesjoint ventures and associates in Form AOC-1 forms part of the Directors' Report as Annexure- I.
7. DIRECTORS' RESPONSIBILITY STATEMENT
As stipulated in Section 134(3)(c) read with sub-section (5) of theCompanies Act 2013 to the best of their knowledge and ability state that:
a) In preparation of Annual Accounts the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures;
b) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for that period;
c) The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d) The Directors have prepared the annual accounts for the year endedMarch 31 2020 on going concern basis;
e) The Directors have laid down the internal financial controls to befollowed by the Company and that such Internal Financial Controls are adequate and wereoperating effectively; and
f) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
8. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings'respectively have been duly followed by the Company.
9. CORPORATE GOVERNANCE
Company recognizes the importance of Good Corporate Governance whichis the tool of building strong and everlasting beneficial relationship with customerssuppliers bankers and more importantly with the investors. Corporate Governance isstrongly driven by our values such as quality commitment customer orientation andintegrity.
Our Corporate Governance Report for fiscal 2020 forms an integral partof this Annual Report together with the Certificate from the auditors of the Companyregarding compliance with the requirements of Corporate Governance as stipulated inSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
10. MANAGEMENT DISCUSSION AND ANALYSIS
Management's Discussion and Analysis Report for the year underreview as stipulated under Regulation 34 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") is presented in a separate section forming part of the Annual Report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The members of the Board of Directors of the Company are of provencompetence and integrity. Besides having financial literacy experience leadershipqualities and the ability to think strategically the Directors have a significant degreeof commitment to the Company and devote adequate time for the meetings preparation andattendance.
Vishal Ahuja resigned w.e.f. 04.09.2020.
Retirement by rotation
In accordance with the provisions of the Companies Act 2013 andArticles of Association of the Company Mr. Prakash Laddha (DIN: 00126825) ExecutiveDirector of the Company retire by rotation at the ensuing Annual General Meeting and beingeligible offers himself for reappointment subject to the approval of the Members of theCompany. The Board recommends the re-appointment of Mr. Prakash Laddhafor your approval. Abrief Resume is attached with the Notice of Annual General Meeting.
Independence' of Directors means as defined in Regulation16(b) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 and Section 149(6) of the Companies Act 2013. Based onthe confirmation / disclosures received from the Directors and on evaluation of therelationships disclosed the following Non-Executive Directors are Independent:
a) Mr. Shankar Rathi b) Ms. Jyoti Rathi
Mr. Vishal Ahuja resigned w.e.f. 04.09.2020
Declaration by Independent Directors
The Company has received declarations from all the independentdirectors of the Company that they meet the criteria of independence as provided underSection 149(6) of the Companies Act 2013 and Regulation 16(b) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnelof the Company pursuant to Section 2(51) and Section 203 of the Act read with the Rulesframed thereunder.
|Mr. Prakash Laddha 29.07.2020 ||- ||Whole Time Director & Cheif Financial Officer w.e.f. |
|Mr. Alok Singh ||- ||Company Secretary; appointed w.e.f. 1.06.2020 |
Policy on Director's Appointment and Remuneration
The current policy is to have an appropriate mix of executive andindependent directors to maintain the independence of the Board and separate its functionsof governance and management. The Board consists of four members two of whom areindependent directors. The Company's policy on directors' appointment andremuneration and other matters provided in Section 178(3) of the Act has been disclosed inthe corporate governance report.
The Company has devised a Board Evaluation Framework for performanceevaluation of Independent Directors Board Non-Independent Directors and Chairman of theCompany. Pursuant to this framework the Board has carried out the annual evaluation ofits own performance as well as the evaluation of the working of its Committees andindividual Directors including Chairman of the Board. This exercise was carried outthrough a structured questionnaire prepared separately for Board Committee and individualDirectors.
The Board acknowledged certain key improvement areas emerging throughthis exercise and action plans to address these are in progress. The performanceevaluation of the Non-Independent Directors including Chairman was carried out by theIndependent Directors at a separate meeting of the Independent Directors on January 162020. The Nomination and
Remuneration Committee has further carried out evaluation of allDirectors including Independent Directors. The report of performance evaluation so arrivedat was then noted and discussed by the Nomination and Remuneration Committee.
12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information relating to Conservation of Energy Technology Absorptionand Foreign Earning and Outgo as required under Section 134(3)(m) of the Companies Act2013 read together with Rule 8(3) of the Companies (Accounts) Rules 2014 forms part ofthis Report as Annexure II.
13. EXTRACTS OF ANNUAL RETURN
As required under Section 134(3)(a) and sub-section (3) of Section 92of the Companies Act 2013 read with Rule 12 of Companies (Management and Administration)Rules 2014 the Extract of the Annual Return as at March 31 2020 is put up on theCompany's website and can be accessed at www.prakashconstro.com.
14. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
In accordance with the provisions of Sec. 197(12) of the Companies Act2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended is not applicable to the Company as there wasno employee drawing remuneration of Rs.1 crore and 2 lakhs per annum or Rs. 8 lakhs and 50thousand per month during the year ended March 31 2020. Disclosures pertaining toremuneration and other details as required under Section 197(12) of the Act read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is provided in a separate annexure forming part of this report. Further the report andthe accounts are being sent to the members excluding the aforesaid annexure. In terms ofSection 136(1) of the Act the said annexure is open for inspection at the RegisteredOffice of the Company. Any shareholder interested in obtaining a copy of the same maywrite to the Company Secretary
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
No related party transactions that were entered during the financialyear. There are no materially significant related party transactions made by the companywith Promoters Key Managerial Personnel or other designated persons which may havepotential conflict with interest of the company at large. Accordingly the disclosure ofrelated party transaction as require under Section 134(3)(h) of the Companies Act 2013 inform AOC-2 is not applicable.
16. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
There has not been an occasion in case of the Company during the yearto transfer any sums to the Investor Education and Protection Fund.
M/s. GAG & Associates (Firm Registration No. 009758C) CharteredAccountants Ujjain are the Statutory Auditors of the Company for the year ended March31 2019.
As per the provisions of the Act the period of office of M/s. GAG& Associates Chartered Accountants Statutory Auditors of the Company expires at theconclusion of the ensuing Annual General Meeting.
It is proposed to appoint M/s. GAG & Associates CharteredAccountants as Auditors of the Company for a term of 5 (five) consecutive years. M/s. GAG& Associates have confirmed their eligibility and qualification required under the Actfor holding the office as Statutory Auditors of the Company.
The Notes to the financial statements referred in the Auditors Reportare self-explanatory and therefore do not call for any comments under Section 134 of theCompanies Act 2013. The Auditors' Report does not contain any qualificationreservation or adverse remark. The Auditors' Report is enclosed with the financialstatements in this Annual Report.
Disclosure of total fees paid to Statutory Auditor on a consolidatedbasis
During the Financial Year 2019-20 total amount of Rs. 1.23 lakhs paidto Statutory Auditors on consolidated basis.
The Board appointed Ms. Jagruti Bedmutha (ACS No:44134 COP No:23122)Practicing Company Secretary Nashik to conduct Secretarial Audit for the Financial Year2019-20. The Secretarial Audit Report for the financial year ended March 31 2020 isannexed herewith marked as Annexure IV to this Report.
Annual Secretarial Compliance Report
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 8 2019read with Regulation 24(A) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 directed listed entities toconduct Annual Secretarial compliance audit from a Practicing Company Secretary of allapplicable SEBI Regulations and circulars/guidelines issued thereunder.
The said Secretarial Compliance report is in addition to theSecretarial Audit Report by Practicing Company Secretaries is required to be submitted toStock Exchanges within 60 days of the end of the financial year.
The Company has engaged the services of Ms. Jagruti Bedmutha (ACSNo:44134 COP No:23122)) Practicing Company Secretary Nashik and Secretarial Auditor ofthe Company for providing this certification.
During the year there is no amount on account of principal or intereston public deposits was outstanding as on the date of the Balance Sheet. Hence there are noparticulars to report about the deposit falling under Rule 8 (5)(v) and (vi) of Companies(Accounts) Rules 2014.
19. LISTING AT STOCK EXCHANGE
The Equity Shares of the Company continue to be listed on the BSELimited and National Stock Exchange of India Limited.
20. SIGNING OF THE FINANCIAL STATEMENTS
This is to inform you that the Company has approved and authenticatedits Audited Financial Results for the year ended March 31 2020 in the Board meeting dulyheld on July 28 2020 which is well within the statutory time limits as prescribed in theCompanies Act 2013 and Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.
21. SIGNIFICANT & MATERIAL ORDERS
No significant or material orders have been passed against the Companyby the Regulators Courts or Tribunals which impacts the going concern status andcompany's operations in future.
22. OTHER DISCLOSURES
The Paid-up Equity Share Capital as at March 31 2020 stood at Rs.1256.78 lakhs. During the year under review there were no changes which have taken placein the authorized and paid-up share capital of the Company.
Change in Name of the Company
Company has changed its name from Prakash Constrowell Limited toSetubandhan Infrastructure Limited with effect from June 27 2019.
Meetings of the Board of Directors
Five meetings of Board of Directors were held during the year.Particulars of meetings held and attended by each Director are detailed in the CorporateGovernance Report which forms part of this Report.
The Audit Committee comprises of Mr. Shankar Rathi IndependentDirector (Chairman) Mr. Prakash Laddha Executive Director and Ms. Jyoti RathiIndependent Woman Director. During the year all the recommendations made by the AuditCommittee were accepted by the Board. In Conformity with the requirements of Regulation 18of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 read withSection 177 of the Companies Act 2013 as applicable the strength of the Audit Committeeis adequate.
Corporate Social Responsibility (CSR)
The Company has framed a CSR policy in compliance of the relevantprovisions of the Companies Act 2013 and the same is uploaded on the website of theCompany www.prakashconstro.com. The CSR Annual Report enclosed as Annexure - Vforms part of this report.
Particulars of Loan given Investments made Guarantee given andSecurity Provided
Particulars of loan given investments made guarantees given andsecurities provided covered under the provisions of Section 186 of the Companies Act 2013are provided in the notes to the Financial Statements.
Internal Financial Controls
Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the StatutoryAuditors and the reviews performed by Management and the relevant Board Committeesincluding the Audit Committee the Board is of the opinion that the Company'sinternal financial controls were adequate and effective during the financial year 2018-19.
Internal Control Systems
Adequate internal control systems commensurate with the nature of theCompany's business and size and complexity of its operations are in place and havebeen operating satisfactorily.
Risk Management Policy
The Board of Directors of the Company has put in place a RiskManagement Policy which aims at enhancing shareholders' value and providing anoptimum risk-reward trade off. The risk management approach is based on a clearunderstanding of the variety of risks that the organisation faces disciplined riskmonitoring and measurement and continuous risk assessment and mitigation measures.
Vigil Mechanism & Whistle Blower Policy
The Company has a Vigil mechanism & Whistle blower policy underwhich the employees are free to report violations of applicable laws and regulations andthe Code of Conduct. The reportable matters may be reported to the Vigilance & EthicsOfficer which operates under the supervision of the Audit Committee as protecteddisclosures through an e-mail or dedicated telephone line or a written letter. Employeesmay also report directly to the Chairman of the Audit Committee. The said Policy isavailable on the website of the Company athttp://www.prakashconstro.com/pdf/VIGIL_MECHANISM.pdf.
Policy on Related Party Transactions
The Board of the Company has adopted the Policy and procedure withregard to Related Party Transactions. The policy envisages the procedure governing themateriality of Related Party Transactions and dealing with Related Party transactionsrequired to be followed by Company to ensure compliance with the Law and Regulation. Thesaid Policy is available on the website of the Company athttp://www.prakashconstro.com/pdf/PCL%20-%20RPT%20Policy.pdf.
Prevention of Sexual Harassment of Women at Workplace
There were no incidences of sexual harassment reported during the yearunder review in terms of the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules made thereunder.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in theCompany's shares and prohibits the purchase or sale of Company shares by theDirectors and the designated employees while in possession of unpublished price sensitiveinformation in relation to the Company and during the period when the Trading Window isclosed. The Board is responsible for implementation of the Code.
Directors of the Company states that no disclosure or reporting isrequired in respect of the following items as there were no transactions on these itemsduring the year under review:
i. Details relating to deposits covered under Chapter V of the Act. ii.Issue of equity shares with differential rights as to dividend voting or otherwise. iii.Issue of shares (including sweat equity shares) to employees of the Company under anyscheme. iv. The Company does not have any scheme of provision of money for the purchase ofits own shares by employees or by trustees for the benefit of employees. v. Neither theManaging Director nor the Whole Time Director of the Company receives any remuneration orcommissions from any of its subsidiaries. vi. No fraud has been reported by the Auditorsto the Audit Committee or the Board.
24. GREEN INITIATIVES
Electronic copies of the Annual Report 2019-20 and the Notice of the 24thAnnual General Meeting are sent to all members whose email addresses are registered withthe Company / depository participant(s). For members who have not registered their emailaddresses physical copies are sent in the permitted mode.
Your directors wish to place on record and acknowledge theirappreciation for the continued support and co-operation received from GovernmentAuthorities lending institutions and esteemed shareholders of the company. Directorsalso record their appreciation for the total dedication of the employees.
|For an on behalf of the Board of Directors || || |
| ||Sd/- ||Sd/- |
|Date : September 04 2020 ||Prakash Laddha ||Jyoti Rathi |
|Place : Nashik || |