perfect infraengineers ltd Directors report

Your Directors take pleasure in presenting the 27^th Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required however the report is based on standalone financial statements only.

1. FINANCIALRESULTS

Particulars		Period
	March 31, 2023	March 31, 2022
Total Income (I)	7,23,25,100	4,66,03,629
Less: Expenditure	6,01,25,969	5,19,94,834
Less: Depreciation	1,09,46,588	1,11,74,574
Total Expenditure (II)	7,10,72,557	6,31,69,408
Profit Before Tax (PBT) (I-II)	12,52,543	(1,65,65,779)
Tax Expense:
Deferred tax Liability/(Asset)	(47,34,199)	23,20,000
Profit After Tax (PAT)	59,86,742	(1,88,85,799)

During the financial year under review, on a standalone basis, the Company recorded revenue of Rs. 7,23,25,100 as against revenue of Rs. 4,66,03,629 in the previous year. Net profit for the year stood at Rs. 59,86,742 as compared to loss of 1,88,85,799 in the previous year.

2. NATURE OF BUSINESS

The Company is into Manufacturing and trading of Hybrid Thermal Solar Panel and MEP contracting and there has been no change in the nature of business during the year under review.

3. TRANSFER TO RESERVE

The Board has not recommended any amount to transfer to General Reserve during the year 2022- 2023.

4. DIVIDEND

The Board of Directors does not recommend any dividend in order to conserve the profits for future growth of the company.

5. SHARE CAPITAL

The paid-up share capital of the Company is Rs. 11,06,37,780/- divided into 1,10,63,778 equity shares of Rs. 10/- each as on March 31, 2023.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

As on 31st March, 2023, the Company does not have Subsidiary and Associate Company pursuant to the provisions of the Companies Act, 2013. The subsidiary of the Company Perfect Control Panels Private Limited has ceased to be the subsidiary of the Company w.e.f. 30^th September 2021.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any loan or guarantee in connection with the loan during the year under review. The details of non-current investment are provided in Note No. 13 of the Standalone Financial Statements.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions entered during the financial year under review were on an arms length basis and in the ordinary course of business. There were no transactions for which consent of the Board of Directors were required to be taken. As prescribed by Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of contracts/arrangements with Related Parties are given in Form AOC-2, annexed as "Annexure 1" to this Report. As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, related party transactions were approved by the Audit Committee and the same have been disclosed under significant accounting policies and notes forming part of the Financial Statements in accordance with the relevant accounting standards. The policy on Related Party Transactions has been uploaded on the Companys website.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO: A) CONSERVATION OF ENERGY

i. Steps taken or impact on Conservation of Energy

Ensuring optimum utilization of energy and maximum possible savings of energy. Avoiding any known wastages of energy by monitoring and reviewing energy usage.

ii. Steps taken by the Company for utilising alternate sources of energy

Similar to last year your Company has continued with maximum use of natural light in the factory and conserving electrical energy.

iii. Capital Investments on energy conservation equipment

The Company has installed in its factory, adjacent training centre and office with inhouse Solar Thermal Climate System. It saves 50% of Air Conditioning electricity bill.

B) RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

Your Company is committed to introducing new products and improving existing products to have better performance levels. Your Company and its collaborator Suntrac Solar Manufacturing LLC, USA have tied hands to take forward the innovative technology product in Air conditioning further across the globe. The second-generation advanced innovative hybrid panel is under testing at various benchmark sites. This second generation panel comes with IoT compatibility which will enable the panel to send real-time information on electrical savings. Improved technical productivity through new methodologies and technologies, is being continuously pursued to reduce the costs associated with new product development and customer support.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

i. Payments in foreign currency towards Imports:

Imports at CIF Value	2022-23	2021-22
Purchase of Goods	67,02,789	12,25,584
(Rs.)
Total	67,02,789	12,25,584

ii. Payments in foreign currency towards Expenditure:
Imports at CIF Value	2022-23	2021-22
Technical know-how fees (WIP)	-	-
Capital Goods	-	-
Travelling Expenses	-	-

iii. Earnings in foreign currency on Accrual basis:
Earnings in foreign currency	2022-23	2021-22
Exports Products	-	-
Exports Services	-	-

iv. Net Gain or Loss on Foreign Currency Translation
Description	2022-23	2021-22
Profit on Foreign Currency
Translation	-	-

10. ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the 96 Annual Return as at March 31, 2023 on its website at www.perfectinfra.com . By virtue of amendment to Section 92(3) of the Companies Act,2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part ofthe Boards report.

11. RISK MANAGEMENT:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also

Identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management on a quarterly basis.

12. INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS:

The Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances. The Internal Audit reports are periodically reviewed by the management and necessary improvements are undertaken, if required.

13. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a ‘Vigil Mechanism Policy which inter alia provides adequate safeguards against victimization of persons who may blow the whistle. Vigil Mechanism Policy may be accessed on the Companys website https://perfectinfra.com/hvac/

14. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state that:

1. In the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. Such accounting policies as mentioned in the notes to the Financial Statements for the year ended March 31, 2023 have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2023;

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. The annual financial statements for the year ended March 31, 2023 have been prepared on a going concern basis;

5. Internal financial controls to be followed by the Company have been laid down and that the said financial controls were adequate and were operating effectively;

6. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and are operating effectively.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Composition of the Board of Directors:

Appointment and Re-appointment

During the year, the Designation of Mr. Nimesh Mehta ( 00247264) was changed From CEO to the Managing Director vide Board Meeting Held on 1^st December 2022.

During the year Mrs. Manisha Mehta was appointed as the executive Director of the Company in addition to her post of CFO by the Board of Directors in the Board Meeting held on 1^st December 2022.

Designation of Mr. Arun Kumar Singh (DIN: 07509685) had been changed from Whole time Director to Non-Executive Non Independent Director on 1^st December 2022, subsequently he resigned from his position on 10^th January 2023.

Cessation of the Directors

During the year, Mr. Arun Kumar Singh (DIN: 07509685) resigned as Director with effect from 10^th January 2023.

Appointment of Key Managerial Personnel

During the year, Mr. Nimesh Mehta (00247264) was appointed by the Board as the Managing Director on 1^st December 2022.

During the Year Ms Zainab Chanki resigned from her post of Company Secretary on 26^th August 2022 and Ms Maryam Bahnan was appointed in her place from 19^th September 2022.

b. Committees of the Board:

The Board of Directors have constituted following Committees in order to effectively cater its duties towards diversified role under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:- Audit Committee; Stakeholders Relationship Committee; Nomination and Remuneration Committee;

c. Policy on Directors Appointment and Remuneration:

The Policy of the Company on Directors Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of the directors and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board is available on www.perfectinfra.com. The remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

d. Board Performance Evaluation Mechanism:

Pursuant to the provisions and based on the criteria specified in the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of individual Directors, Chairman of the Board, the Board as a whole and its statutory Committees. Details of the evaluation mechanism is as follows:

A meeting of the Independent Directors was held on 14^th March 2023 wherein performance of Non-Independent Directors, Chairman of the Board and of the entire Board was evaluated.

The entire Board met to discuss the findings of the evaluation with the Independent Directors. The Board then evaluated the performance of the Individual Directors, the Board as a whole and the Committees of the Board.

On completion of the above process, individual feedback was shared with each Director.

The Directors were satisfied with the outcome of the Board effectiveness and have expressed their satisfaction with the assessment process.

e. Familiarization Programme for Independent Directors:

During the year, the Management had a one-to-one discussion with the newly appointed Independent Directors to have a better insight of the Company. The CEO and CFO has given details of initiatives for the Director to understand the Company, its business and the regulatory framework in which the Company operates and equip him/ her to effectively fulfil his/ her role as a Director of the Company.

f. Declarations from Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and adherence to Schedule IV of the Companies Act, 2013. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

16. NUMBER OF BOARD MEETINGS:

During the year under review, 6 (Six) Meetings of the Board of Directors of the Company were held viz on May 30, 2022, August 08, 2022, September 19, 2022, November 14, 2022, December 01, 2022 & March 14, 2023.

17. PARTICULARS OF EMPLOYEES:

The details in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended 31^st March, 2022, are given in "Annexure 3" to this Report.

18. AUDITORS:

STATUTORY AUDITORS:

At the 26^th Annual General Meeting of the Company held on September 24, 2022 M/s. JCR and Co., Chartered Accountants, (Firm Registration No. 105270W) were re-appointed as Statutory Auditors of the Company for a period of 2 financial years (22-23 and 23-24) and to hold office till the conclusion of 28^th Annual General Meeting.

AUDITORS REPORT:

The Auditors Report on standalone and consolidated financial statements forms part of the Annual Report. The following are the qualifications, reservations, adverse remarks mentioned in the Auditors Report and management reply against the same:

Sr. No. Auditors Qualification /reservation /adverse remark /disclaimer	Managements Reply
Qualifications
1. The company has not provided the interest of Rs121.62 lacs on OD in the books of accounts due to which expenses are understated to that extent.	Since the matter is in litigation and impending before various courts, the management decided to not include it in the financials.
2. Loan recalled by TDB has been not classified as Current Liabilities but shown as Non-Current Liabilities	The matter is before Arbitration and the supplementary deed is in the process.

Other Comments
1.	NA	NA

Auditors Comment on Internal Financial Control
1.	NA	NA

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force)

SECRETARIAL AUDITOR:

M/s. Nilesh A. Pradhan & Co.LLP, Practising Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2022- 2023 as required under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form MR-3 for the F.Y. 2022-2023 is appendedas "Annexure 2" to this Report. The following are the qualifications, reservations, adverse remarks mentioned in the Secretarial Audit Report and management reply against the same:

Sr. No. Secretarial /reservation /disclaimer	Auditors /adverse	Qualification remark	Managements Reply
1. The Company has received notice from National incomplete disclosure under Regulation 33 of the Securities and Exchange Board of India (Listing	the Stock Exchange of India Limited Obligations and Disclosure	The Company had given Disclosure for the next Financial year. And noting of the Exceeded amount was made.	for the Financial results within 60 days of end on financial Year as per SEBI Guidelines. The Company had missed out to provide statement of exchange levied penalty for whole of noncompliance of regulation 33 i.e non submission of financial results. Penalty was bared by the company for the same. in the Audit Committee meeting in the
Requirements) Regulations, 2015 for financial results for the financial year ended 31st March,2022 and has paid the fine for the same.	the Impact of Audit Qualification along with the results, for which the
The Company has entered transactions with the one limits as omnibus Section 177 of the Companies Act, 2013	Approval for the same has been taken of the Related Party exceeding approved by Audit Committee in its approval pursuant to provisions of

19. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis Report which forms part of this Report and is appended as "Annexure 4".

20. SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

21. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at workplace, the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into complaints relating to sexual harassment at workplace of any woman employee. During the year under review, the Company has not received any complaint under the said policy.

22. MATERIAL CHANGES AND COMMITMENTS OCCURRED DURING APRIL 01, 2022 TILL THE DATE OF

THIS REPORT WHICH WOULD AFFECT THE FINANCIAL POSITION OF YOUR COMPANY:

There were no material changes and commitments occurred during April 01, 2022 till the date of this report which would affect the financial position of your company

23. SIGNIFICANT OR MATERIAL ORDERS WERE PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS WHICH IMPACT THE GOING CONCERN STATUS AND COMPANYS OPERATIONS:

Technology development Board during 2022-2023 filed an application under section 7 of Insolvency and Bankruptcy Code, 2016 in Honble National Company Law Tribunal, Mumbai to initiate Corporate Insolvency Resolution process against the Company. The matter is ongoing. However, Company contends that the blocking of remaining credit facility by TDB was bad in law and therefore, Company has acted upon TDB under various Courts and Legal Remedies.

Further, your Company was penalized for non-compliance/delay in compliance with certain provisions of the of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

24. DEPOSITS:

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014, at the end of the financial year 2022-2023. Your Company did not accept any deposits during FY2022-2023

The following are the details of loan given by the Directors of the Company:

Sr. No. Name of the Director from who has given loan	Amount (Rs.)
1. Ms. Manisha Mehta	82,59,265
2. Mr Nimesh mehta	61,17,534
Total	1,43,76,799

25. COST RECORDS:

The provisions with respect to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the Company.

26. CORPORATE SOCIAL RESPONSIBILITY:

Provision of Section 135 of the Companies Act, 2013 are not applicable to your Company, thus constitution of CSR Committee, development of policy and contribution towards CSR is not required.

27. GENERAL DISCLOSURE:

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:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise; b. Issue of sweat equity shares by the Company to its employees; c. Issue of shares under scheme of ESOP and ESPS to its employees.

28. ACKNOWLEDGEMENT:

Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Companys executives, staff and associates.