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Yuranus Infrastructure Ltd.

BSE: 536846 Sector: Infrastructure
NSE: N.A. ISIN Code: INE156M01017
BSE 13:45 | 09 Dec 5.98 0.28
(4.91%)
OPEN

5.85

HIGH

5.98

LOW

5.50

NSE 05:30 | 01 Jan Yuranus Infrastructure Ltd
OPEN 5.85
PREVIOUS CLOSE 5.70
VOLUME 21926
52-Week high 13.96
52-Week low 5.18
P/E 85.43
Mkt Cap.(Rs cr) 2
Buy Price 5.57
Buy Qty 200.00
Sell Price 5.98
Sell Qty 885.00
OPEN 5.85
CLOSE 5.70
VOLUME 21926
52-Week high 13.96
52-Week low 5.18
P/E 85.43
Mkt Cap.(Rs cr) 2
Buy Price 5.57
Buy Qty 200.00
Sell Price 5.98
Sell Qty 885.00

Yuranus Infrastructure Ltd. (YURANUSINFRAST) - Director Report

Company director report

To the Members

Your Directors take pleasure in presenting the 27th AnnualReport together with the Audited Statement of Accounts for the Financial Year ended March312021.

Standalone Financial Results

(Rs. inLakhs)

Particulars 2020-21 2019-20
Revenue from Operations 29.48 73.95
Other Income 16.98 17.28
Total Income 46.46 91.24
Profit before Interest Depreciation Exceptional Items and Tax (PBIDT) 4.96 9.94
Less: Finance Costs 0.03 0.10
Profit before Depreciation Exceptional Items and Tax 4.93 9.84
Less: Depreciation and Amortization Expenses 0.04 0.04
Profit before exceptional item & tax 4.89 9.80
Exceptional items (Net) - -
Profit before tax 4.89 9.80
Provision for Tax(Including earlier Year Taxation) 1.33 2.44
Profit after Tax 3.56 7.36
Other comprehensive income / (loss) for the year - -
Total comprehensive income for the year - -
Retained earnings- Opening Balance -141.49 -148.84
Add: Profit for the Year 3.56 7.36
Less: Transferred to General Reserve - -
Retained earnings - Closing Balance -137.92 -141.49
Paid up Capital 350.00 350.00

Operational performance Standalone

Your Board reports that the Revenue from Operations of the Company forthe Financial Year ended 31st March 2021 amounted to Rs. 29.48 Lakhs asagainst Rs. 73.95 Lakhs in FY 2019-20 and earned a Profit before Interest DepreciationExceptional Items and Tax (PBIDT) of Rs. 4.96 Lakhs for the F.Y 2020-21 as against Rs.9.94 Lakhs in the previous year. After deducting financial charges of Rs. 0.03 Lakhsproviding a sum of Rs. 0.04 Lakhs towards depreciation Rs. 1.33 Lakhs for income tax theoperations of the Company resulted in a net profit of Rs. 3.56 Lakhs for the F.Y 2020-21as against Rs. 7.36 Lakhs in F.Y 2019-20.

The operations of the Company during the F.Y were impacted due to theCOViD-19 Global Pandemic. The outbreak of Corona virus (COVID-19) pandemic globally and inIndia has been causing significant disturbance and slowdown of economic activity. On 24thMarch 2020 the Government of India ordered a nationwide lockdown initially for 21 daysand which was subsequently extended in phases till mid of May 2020 to prevent communityspread of COVID-19 in India resulting in significant reduction in economic activities.

Measures taken to contain the spread of the virus including travelbans quarantines social distancing and closure of nonessential services had triggeredsignificant disruptions to businesses worldwide resulting in an economic slowdown.

COVID-19 is significantly impacting business operations of thecompanies by way of interruption in production supply chain disruption unavailabilityof personnel closure / lock down of production facilities etc. Your Company has takennecessary measures to contain the spread of virus in the office from where the employeesare functioning. In spite of the various safety measures taken by the Company some of theemployees workers were infected with the virus and few of them also succumbed to theinfection.

Management Discussion and Analysis

Business Overview and Outlook and the state of the affairs of theCompany and the Industry in which it operates is discussed in detail in the sectionrelating to Management Discussion & Analysis which forms part of this Report.

Change in nature of business

There has been no change in the nature of business carried on by theCompany during the year under review.

Material Changes and Commitments affecting the financial position ofthe Company

There are no Material Changes and Commitments affecting the financialposition of the Company which occurred between the end of the financial year to which thefinancial statements relate and the date of this Report. However the impact of 2ndwave of COVID-19 pandemic which has struck India from the mid of March 2021 has impactedoperations of the Company. The economic impact of the 2nd wave on theoperations of the Company is unascertainable as on the date of this report.

Share Capital

During the financial year under review there has been no change in theAuthorized & Paid up Share Capital of the Company.

Particulars of Contracts or Arrangements with Related Parties

All related party transactions entered during the financial year werein the ordinary course of the business of the Company and were on an arm's lengthbasis. There were no materially significant related party transactions entered by theCompany during the year with the Promoters Directors Key Managerial Personnel or otherpersons which may have a potential conflict with the interest of the Company.

Directors' responsibility statement

Pursuant to the provisions of Section 134(5) of the Companies Act2013 your Directors to the best of their knowledge and ability confirm as under:

(a) In the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures;

(b) We have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2021 and of the profit of the Company for the financial year ended 31stMarch 2021;

(c) We have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the said Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) The annual accounts have been prepared on a going concern basis;

(e) The Company had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively; and

(f) We have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Disclosures: Deposits

During the year the Company has not accepted any public deposits.

Conservation of energy technology absorption and foreign exchangeearnings and outgo

A. Conservation of energy

The Company's core activity is civil construction which is not powerintensive. The Company is making every effort to conserve the usage of power whereverpossible.

B. R&D and technology absorption:

Not applicable

C. Foreign exchange earnings and outgo during the F.Y 2020-21 Foreignexchange earnings -NIL

Foreign exchange outgo-NIL

During the year under review no significant and material orders werepassed by the regulators or courts or tribunals impacting the going concern status and theCompany's operations in future.

Particulars of loans guarantees or investments under Section 186;

Details of Loans Guarantees Investments under the provisions ofSection 186 of the Companies Act 2013 read with Companies (Meetings of Board and itsPowers) Rules 2014 as at 31st March 2021 form part of the Notes to thefinancial statements provided in this Annual Report.

Directors:

During the year under review and based on the recommendation ofNomination and Remuneration Committee and subject to the approval of the members of theCompany the Board of Directors at its meeting held on 12th June 2020 hasappointed Sri Pankhil Dineshbhai Desai (DIN 02908540) as an Additional Director of theCompany w.e.f. 12th June 2020. Further the Members of the Company haveapproved the appointment of Sri Pankhil Dineshbhai Desai vide resolution dated 22ndDecember 2021 passed in 26th AGM.

In pursuance of Section 152 of the Companies Act 2013 and the rulesframed there under Sri Pankhil Dineshbhai Desai (DIN 02908540) Executive Director isliable to retire by rotation at the ensuing Annual General Meeting and being eligiblehave offered himself for reappointment.

Other than as stated above there has been no other change in theDirectors during the year under review.

The Independent Directors have submitted the declaration ofindependence pursuant to Section 149(7) of the Companies Act 2013 stating that they meetthe criteria of independence as provided in sub-section (6) of Section 149 of theCompanies Act 2013 read with sub rule (1) and (2) of Rule 6 of Companies (Appointment andQualification of Directors) Rules 2014 as amended.

Key Managerial Personnel

As on 31st March 2021 Sri Mohit Dinesh Desai ManagingDirector; Smt. Nisha Mohit Desai Executive Director; Sri Pankhil Dineshbhai DesaiExecutive Director; Sri Maulik Shah CFO and Riddhi Nareshkumar Shah Company Secretaryare Key Managerial Personnel of the Company in accordance with the provisions ofSection(s) 2(51) 203 of the Companies Act 2013 read with the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its ownperformance Board Committees the Individual Directors the Chairman of the Company etcpursuant to the provisions of the Companies Act 2013 read with the Rules framedthereunder and SEBI (LODR) Regulations.

The performance of the Board was evaluated by the Board after seekinginputs from all the Directors on the basis of criteria such as the board composition andstructure effectiveness of board processes information and functioning etc.

The performance of the Committees was evaluated by the Board afterseeking inputs from the Committee Members on the basis of criteria such as the compositionof committees effectiveness of committee meetings etc.

In a separate meeting of Independent Directors performance of theDirectors the Board as a whole and the Chairman of the Company was evaluated taking intoaccount the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed theperformance of individual directors on the basis of criteria such as the contribution ofthe individual director to the Board and Committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc.

Meetings of Board of Directors

During the Financial Year under review the Board has met Eight timesi.e. on May 25 2020; May 30 2020; June 12 2020; June 22 2020; August 25 2020;September 09 2020 November 11 2020 and February 12 2021. The details with respect toCommittee meetings and attendance there at as required under the Secretarial Standard-1issued by the Institute of Company Secretaries of India have been provided in theCorporate Governance Report forming part of this Annual Report.

Audit Committee

The Company has in place an Audit Committee in terms of therequirements of the Companies Act 2013 read with the Rules made thereunder and Regulation18 of the SEBI (LODR) Regulations 2015. The details relating to the Audit Committee aregiven in the section relating to Corporate Governance forming part of the Annual Report.

Whistle Blower Policy/Vigil Mechanism

Pursuant to Section 177 of the Companies Act 2013 and the Rules framedthere under and pursuant to the provisions of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has established a mechanism through which allthe stakeholders can report the suspected frauds and genuine grievances to the appropriateauthority. The Whistle Blower Policy which has been approved by the Board of Directors ofthe Company has been hosted on the website of the Companyhttp://www.vuranusinfra.com/download.php?file=whistle%20bl ower%20policy.pdf. During theyear under review the Company has not received any complaint(s) under the said policy.

Risk Management

The Company has established Enterprise Risk Management process tomanage risks with the objective of maximizing shareholders value.

Internal Financial Controls and their adequacy

The Company has in place adequate internal financial controlscommensurate with the size scale and complexity of its operations. The Company haspolicies and procedures in place for ensuring proper and efficient conduct of itsbusiness the safeguarding of its assets the prevention and detection of frauds theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial information.

Annual Return

Pursuant to Section 92 (3) of the Companies Act 2013 a copy of theannual return for the financial year ended 31st March 2021 has been placed onthe website of the Company at http://www.yuranusinfra.com/download.php?file=form%20mgt%209.PDF

Statutory Auditors and their report

M/s. Mistry & Shah LLP (Firm Registration No.W100683) CharteredAccountants who were appointed as Statutory Auditors of the Company for a term of fiveyears from the conclusion of the 25th Annual General Meeting till theconclusion of the 30th Annual General Meeting conducted the Statutory Auditfor the FY- 2020-21.The Independent Auditors' Report(s) to the Members of the Company inrespect of the Financial Statements for the Financial Year ended March 312021 form partof this Annual Report and contains following observation(s):-

Sr. No. Observations by Statutory Auditors Comments by Management
1. As required by section 197(16) of the Act we report that Managerial Remuneration has not been paid and provided by the company in accordance with the requisite approvals mandated by the provisions of Section 197 of the Act read with Schedule V to the Act. Special Resolution has been passed for Appointment of
Managing Director in 23rd AGM and the Remuneration payable to him.
2. Section 186 of the Act requires the Company to pass a special resolution for lending money in excess of the specified limits in the Section. The Company has lent money in excess of the permissible limits and has not obtained special resolution from the members of the Company regarding the same. Necessary Resolution has been passed n the Special Business of the ensuing 27th Annual General Meeting.

Secretarial Audit Report

As per the provisions of Section 204(1) of the Companies Act 2013 theCompany has appointed M/s. Amrish Gandhi & Associates Practicing Company Secretariesto conduct Secretarial Audit of the records and documents of the Company for the FinancialYear 2020-21. The Secretarial Audit Report for the Financial Year ended 31stMarch 2021 in Form MR-3 is annexed to and forms part of this Report - Annexure - I.

Corporate Governance

Pursuant to the provisions of Chapter IV read with Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a separatesection on Corporate Governance has been incorporated in the Annual Report for theinformation of the shareholders.

Reporting of Frauds

There have been no instances of fraud reported by the Auditors of theCompany under Section 143(12) of the Companies Act 2013 and the Rules framed there undereither to the Company or to the Central Government

Particulars of Employees

Details in respect of remuneration paid to employees as required underSection 197 (12) of the Companies Act 2013 read with Rule 5(2) & (3) ofthe Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended from timeto time forms part ofthis report.

The ratio of the remuneration of each Director to the median employee'sremuneration and other details in terms of Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 is given in Annexure - II and forms part of this Report.

Protection of Women at Work Place

The Company has formulated a policy on Prevention of Sexual Harassmentof Women at Workplace in accordance with The Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013. The Company has an Internal ComplaintsCommittee for providing a Redressal mechanism pertaining to sexual harassment of womenemployees at workplace. During the financial year ended 31st March 2021 theCompany has not received any complaints pertaining to Sexual Harassment.

Acknowledgements

Your Directors place on record their sincere appreciation and thanksfor the valuable cooperation and support received from the employees of the Company at alllevels Company's Bankers Central and State Government Authorities Associates JVpartners clients consultants sub-contractors suppliers and Members of the Company andlook forward for the same in equal measure in the coming years.

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