To
The Members,
Your Directors have pleasure in submitting their Annual Report of the
Company together with the Audited Statements of Accounts for the year ended 31st March,
2021.
FINANCIAL RESULTS
The Group's financial performances for the year under review along with
previous year's figures are given hereunder:
(Rs. In Lacs)
| PARTICULARS |
Standalone |
Consolidated |
|
2020-21 |
2019-20 |
2020-21 |
2019-20 |
| Revenue from Operations |
0.00 |
0.00 |
154.54 |
825.79 |
| Other Income |
6.47 |
0.00 |
6.94 |
58.78 |
| Total Revenue |
6.47 |
0.00 |
161.48 |
884.57 |
| Profit (Loss) Before Taxation |
(0.31) |
(13.02) |
(179.45) |
(190.33) |
| Tax Expense |
0.00 |
0.00 |
(42.30) |
(50.43) |
| Profit/(Loss) for the period after tax and minority interest |
(0.31) |
(13.02) |
(137.15) |
(139.90) |
| Other comprehensive income |
0.00 |
0.00 |
0.00 |
0.00 |
| Total comprehensive income (after tax) |
0.00 |
(13.02) |
(137.15) |
(139.90) |
DIVIDEND
Considering the current cash flow position of the Company, the Board of
Directors has not recommended any dividend on Share Capital of the Company for the year
ended on 31st March, 2021.
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Company has booked total Income for Rs. 646,750/- for the year ended on
31st March, 2021. During the year, Company incurred loss of Rs. 31,406/- against the loss
of Rs. 13,02,138/- over the last year. Your directors are hopeful to get better results in
the coming year. The Board of Directors of the Company are continuously making efforts for
the growth of your Company.
The Company is in business of trading of various Steel Products, IT and
electronic products and also into various IT enabled services. Business conditions
continue to be challenging. The growth of the Company is subject to opportunities and
threats as are applicable to the industry from time to time.
RESERVES
Company does not propose to carry any amount to any Reserve Account.
SHARE CAPITAL
The paid up Equity Share Capital as at 31st March, 2021 is Rs. 2.80
Crores. During the year under review, the Company has not issued shares with differential
voting rights nor has granted any stock options or sweat equity. The Company has no scheme
of provision of money for purchase of its own shares by employees or by trustees for the
benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and
Debentures) Rules, 2014 are not required to be disclosed.
EMERGENCE OF COVID-19
The Outbreak of Coronavirus (COVID-19) pandemic globally and in India
is causing significant disturbance and slowdown of economic activity. Operations of the
Company had been closed down w.e.f. 26th March, 2020.
The Company has resumed operations in a phased manner in line with the
directives of the Government of India. The Company's management has made initial
assessment of likely adverse impact on business and believes that the impact may not be
significant over the terms of its contracts. In developing the assumptions relating to the
possible future uncertainties in the global economic conditions because of this pandemic,
the Company has used corroborative information. The company believe that the impact of
Covid-19 is not material based on the evaluations. Due to the nature of the pandemic, the
company will continue to monitor developments to identify significant uncertainties in
future periods, if any. The management does not see any long-term risks in the Company's
ability to continue as a going concern and meeting its liabilities as and when they fall
due.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There are no material changes in the nature of business during the
year.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY
There are no material changes and commitment if any affecting the
financial position of the company occurred between the ends of the financial year to which
this financial statements relate and the date of the report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
No significant material orders have been passed by the Regulators or
Courts or Tribunals which would impact the going concern status of the Company and its
future operations.
RISK MANAGEMENT
The Company has adopted a Risk Management Policy, pursuant to Section
134 of the Companies Act, 2013 and Company has also implemented an integrated risk
management approach through which it reviews and assesses significant risks on a regular
basis to help ensure that there is a robust system of risk controls and mitigation in
place. Senior management periodically reviews this risk management framework to keep
updated and address emerging challenges. Major risks identified for the Company by the
management are Currency fluctuation, Compliances of various applicable Laws, Regulatory
changes, Manufacturing & Supply, Litigation, Technological Changes and new capital
investments return. The management is however, of the view that none of the above risks
may threaten the existence of the Company as robust risk mitigation mechanism is put in
place to ensure that there is nil or minimum impact on the Company in case any of these
risks materialize.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS.
The Company has appropriate internal control systems for business
processes with regard to its operations, financial reporting and compliance with
applicable laws and regulations. It has documented policies and procedures covering
financial and operating functions and processes. These policies and procedures are updated
from time to time and compliance is monitored by the internal audit function as per the
audit plan. The Company continues its efforts to align all its processes and controls with
best practices.
Details of the internal controls system are given in the Management
Discussion and Analysis Report, which forms part of the Board's Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
i) Changes in Directors and Key Managerial Personnel
Pursuant to Section 152 of the Companies Act, 2013, Mr. Naresh B. Shah
(DIN: 01212428), Director of the Company, retires by rotation and being eligible, offers
himself for re-appointment at the ensuing Annual General Meeting. During the financial
year, Mrs.Chetna Kapadia re-appointed as an Independent Director of the Company for a
second term commencing from 30th March, 2020 up to 29th March, 2025. During the financial
year, Mr. Pradip B. Shah re-appointed as Managing Director of the Company for five years
i.e. from 29th September, 2020 up to 28th September, 2025).
There were no other changes in Key Managerial Personnel during the
year.
ii) Declaration by an Independent Director(s)
All Independent Directors of the Company have given declarations that
they meet the criteria of independence as laid down under Section 149 (6) of the Act and
Regulation 16 (1) (b) of the Listing Regulations. In the opinion of the Board, they
fulfill the conditions of independence as specified in the Act and the Rules made there
under and are independent of the management.
iii) Procedure for Nomination and Appointment of Directors:
The Nomination and Remuneration Committee is responsible for developing
competency requirements for the Board based on the industry and strategy of the Company.
Board composition analysis reflects in-depth understanding of the Company, including its
strategies, environment, operations, financial condition and compliance requirements.
iv) Criteria for Determining Qualifications, Positive Attributes and
Independence of a Director:
The Nomination and Remuneration Committee has formulated the criteria
for determining qualifications, positive attributes and independence of Directors in terms
of provisions of Section 178 (3) of the Act and Regulation 19 read with Part D of Schedule
II of the Listing Regulations.
v) Annual Evaluation of Board Performance and Performance of its
Committees and of Directors:
Pursuant to the provisions of the Act and the corporate governance
requirements as prescribed by Listing Regulations, the Board had carried out performance
evaluation of its own, the Board Committees and of the Independent directors. Independent
Directors at a separate meeting evaluated performance of the Non-Independent Directors,
Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties, Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct, Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
NOMINATION AND REMUNERATION POLICY
The Company has adopted a Nomination and Remuneration Policy for the
Directors, Key Managerial Personnel and other employees, pursuant to the provisions of the
Act and the Listing Regulations. The philosophy for remuneration of Directors, Key
Managerial Personnel and all other employees of the Company is based on the commitment of
fostering a culture of leadership with trust. The Remuneration Policy of the Company is
aligned to this philosophy.
It is affirmed that the remuneration paid to Directors, Key Managerial
Personnel and all other employees is as per the Remuneration Policy of the Company.
Details of the Remuneration Policy are given in the Corporate Governance Report.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Consolidated Financial Statements of the Company and its
subsidiaries, prepared in accordance with Indian Accounting Standards notified under the
Companies (Indian Accounting Standards) Rules, 2015 ('Ind AS'), form part of the Annual
Report and are reflected in the Consolidated Financial Statements of the Company. The
annual financial statements of the subsidiaries and related detailed information will be
kept at the Registered Office of the Company, as also at the registered offices of the
respective subsidiary companies and will be available to investors seeking information at
any time.
The Company has adopted a Policy for determining Material Subsidiaries
in terms of Regulation 16 (1) (c) of Listing Regulations. The Policy, as approved by the
Board, is uploaded on the Company's website. The consolidated financial results reflect
the operations of the following subsidiaries.
| Name of Company |
CIN/GLN |
Address of The Company |
Holding/ Subsidiary / Associate |
| 1 Shaurya Casting Private Limited |
U28112GJ2012PTC070409 |
91, Sopan Kesar Industrial Hub, Sarkhej-Bavla High Way,
Moraiya, Ahmedabad- 382213 |
Wholly owned Subsidiary Company |
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT
Pursuant to the provisions of Section 129, 134 and 136 of the Companies
Act, 2013 read with rules made thereunder and pursuant to Regulation 33 of the SEBI
(Listing Obligationsand Disclosure Requirements) Regulations, 2015, the Company had
prepared consolidated financial statements of the Company and its subsidiaries and a
separate statement containing the salient features of financial statement of subsidiaries,
joint ventures and associates in Form AOC-1 attached as Annexure-1 which forms part of
this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to the
Financial Statements.
DEPOSITS
During the year under review, your Company has not accepted any fixed
deposits from the public falling under Section 73 of the Act read with the Companies
(Acceptance of Deposits) Rules, 2014. Thus, as on 31st March, 2021, there were no deposits
which were unpaid or unclaimed and due for repayment.
INSURANCE
All properties and insurable interests of the company to the extent
required have been adequately insured. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES:
All related party transactions entered into during the financial year
were on an arm's length basis and were in the ordinary course of business. Your Company
had not entered into any transactions with related parties which could be considered
material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure
of related party transactions as required under Section 134(3)(h) of the Companies Act,
2013 in Form AOC-2 is not applicable.
NUMBER OF MEETINGS OF THE BOARD
During the year, Five (5) board meetings were convened and held.
Details of board meetings and committee meeting are given in the corporate governance
report. The intervening gap between the meetings was within the period prescribed under
the Companies Act, 2013.
COMMITTEES OF BOARD
Company has constituted 3 Committees namely, Audit Committee,
Nomination and Remuneration Committee and Stakeholders' Relationship Committee. Committee
Meetings to be held during the year was circulated in advance to the Directors. There have
been no instances during the year when recommendations of the Audit Committee were not
accepted by the Board.
Details of the composition of the Board and its Committees and of the
Meetings held and attendance of the Directors at such Meetings, are provided in the
Corporate Governance Report. The intervening gap between the Meetings was within the
period prescribed under the Act and the Listing Regulations.
DIRECTORS RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the Internal,
Statutory, Cost and Secretarial Auditors, including audit of the internal financial
controls over financial reporting by the Statutory Auditors, and the reviews performed by
Management and the relevant Board Committees, including the Audit Committee, the Board is
of the opinion that the Company's internal financial controls were adequate and effective
during the financial year 2020-21.
Accordingly, pursuant to Section 134 (3) (c) and 134 (5) of the
Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability,
confirm that:
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed and that there are no material departures;
(ii) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that period;
(iii) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance withthe provisions of the Act, for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) they have prepared the annual accounts on a going concern basis;
(v) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and are operating
effectively;
(vi) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that suchsystems are adequate and operating
effectively.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF).
The provisions of Section 125(2) of the Act does not apply as there was
no unclaimed and unpaid dividend or any other amount which require transferring to
Investor Education and Protection Fund (IEPF).
CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to constitute Corporate Social
Responsibility Committee or spend on social responsibility pursuant to section 135 of the
Companies Act, 2013.
POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT
WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and
has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the
Workplace, in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy
aims to provide protection to employees at the workplace and prevent and redress
complaints of sexual harassment and for matters connected or incidental thereto, with the
objective of providing a safe working environment, where employees feel secure.
The Company has not received any complaint of sexual harassment during
the financial year 2020-21.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy, to provide a formal
mechanism to the Directors and employees to report their concerns about unethical
behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or
ethics policy. The Policy provides for adequate safeguards against victimization of
employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no personnel of the Company has made compliant
under Vigil Mechanism/ Whistle Blower Mechanism.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
In compliance with the requirements of SEBI Regulations, the Company
has put in place a familiarization programme for the Independent Directors to familiarize
them with their role, rights and responsibility as Directors, the working of the Company,
nature of the industry in which the Company operates, business model etc. The details of
the familiarization programme are explained in the Corporate Governance Report.
AUDITORS
(i) Statutory Auditors
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, M/s. GMCA & Co., Chartered Accountants, Ahmedabad (Firm
Registration No.109850W) were appointed as Statutory Auditors of the Company from
conclusion of the Annual General Meeting (AGM) of the Company held in the year 2017 till
the conclusion of the AGM to be held in the year 2022.
The Auditors' Report contains few qualification, reservation or adverse
remark on the financial statements for the year ended 31st March, 2021. The Notes on
financial statement referred to in the Auditors' Report are self-explanatory and do not
call for any further comments.
(ii) Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
of the Company had appointed M/s. Jigar Thakkar & Associates, Company Secretaries in
Practice to undertake the Secretarial Audit of the Company for the year ended 31st March,
2021. The Secretarial Audit Report is annexed as Annexure-2.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR
REPORTS
There were few reservations or adverse remarks made by the Auditors in
their report. There were no reservations or adverse remarks made by the Auditors in their
report. Secretarial Audit Report contains following observations and Board of Directors of
the Company submitted responses for the same as follows.
1. Belated Payment of listing fees to BSE Ltd and Belated Payment of
Custodian fees to Central Depository Services Ltd and National Securities Depository Ltd.
Response: Due care will be taken by the Company for making payments.
2. Non-maintenance of website of the Company pursuant to Regulation 46
of the Listing Regulations. Response: Due to technical reasons, website of the Company was
not working.
3. An Independent Directors of the Company has not get themselves
registered in the Directors' database on or before 31st December 2020 pursuant to the
provisions of the Companies (Appointment and Qualification of Directors) Fifth Amendment
Rules, 2020. Response: Company has requested Board of Directors for getting registration
at the earliest.
SECRETARIAL STANDARDS OF ICSI
The Company is in compliance with the Secretarial Standards on Meetings
of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of
Company Secretaries of India and approved by the Central Government.
ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2021 is available on
the website of the Company at www.indiainfraspace.com
GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
1. Issue of shares (including sweat equity shares) to employees of the
Company under any scheme.
2. The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees.
3. The Managing Director of the Company has not received any commission
from the Company and not disqualified from receiving any remuneration or commission from
any of subsidiaries of the Company.
4. No fraud has been reported by the Auditors to the Audit Committee or
the Board.
5. There is no Corporate Insolvency Resolution Process initiated under
the Insolvency and Bankruptcy Code, 2016.
LISTING OF SHARES:
The Equity Shares of the Company are listed on the BSE Limited (BSE)
with Scrip Code No. 531343 & Security ID: INDINFRA. The Company confirms that the
annual listing fee to the stock exchange for the financial year 2020-21 has been paid.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
There was no earning and expenditure in the foreign currency. Since the
Company does not have any manufacturing activities, the other particulars required to be
provided in terms of Section 134(3)(m) of the Companies Act, 2013 are not applicable.
PARTICULARS OF EMPLOYEES
Disclosures with respect to the remuneration of Directors and employees
as required under Section 197 (12) of the Act and Rule 5(1) Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided separately as Annexure-3 to
this Report.
Details of employee remuneration as required under provisions of
Section 197(12) of the Act and Rule 5(2) & 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 will be made available at the registered
office of the Company during working hours, pursuant to the provisions of the first
proviso to Section 136(1) of the Act and any member interested in obtaining such
information may write to the Company Secretary and the same will be made available to any
such member on request.
CORPORATE GOVERNANCE
As per Regulation 15(2) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations"), compliance with the corporate governance provisions as specified in
regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and para
C, D and E of Schedule V, shall not apply to the Company. Although as a good governance
practice a detailed report on Corporate Governance is given as a part of the Annual
Report. The Certificate of the non-applicability of submission of Report on Corporate
Governance is attached to the Report on Corporate Governance. Report on Corporate
Governance is annexed as Annexure-4 and forms part of this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Report on Management Discussion and Analysis Report as required
under SEBI Listing Regulations is included in this Report and attached as Annexure-5.
Certain statements in said report may be forward looking. Many factors may affect the
actual results, which could be different from what the Directors envisage in terms of the
future performance and outlook.
ACKNOWLEDGEMENTS
Your Directors thank the various Central and State Government
Departments, Organizations and Agencies for the continued help and co-operation extended
by them. The Directors also gratefully acknowledge all stakeholders of the Company viz.
customers, members, dealers, vendors, banks and other business partners for the excellent
support received from them during the year and look forward to their continued support in
future. The Directors place on record their sincere appreciation to all employees of the
Company for their unstinted commitment and continued contribution to the Company.
|
For and on behalf of the Board of
Directors |
|
India Infraspace Limited |
|
Pradip B. Shah |
| Date : 13/08/2021 |
Managing Director |
| Place : Ahmedabad |
DIN: 00297120 |
|