To, The members of PRERNA INFRABUILD LIMITED
Dear Members,
Your directors have pleasure in presenting the 35thDirectors Report of your
Company together with the Audited Statement for the financial year ended, 31st March,
2023.
The summary of operating results for the year ended 31st March, 2023 is given below:
FINANCIAL HIGHLIGHTS
(Rupee in Lakh)
| Particulars |
Current Year |
Previous Year |
| Sales |
1786.35 |
2318.10 |
| Other Income |
42.62 |
16.97 |
| Total Income |
1828.97 |
2335.07 |
| Depreciation |
29.42 |
34.89 |
| Tax |
|
|
| Current Tax |
215 |
140.00 |
| Deferred Tax |
(1.40) |
(2.81) |
| Profit/(Loss) after Tax |
983.15 |
586.98 |
| Earnings per share (Rs.): Basic |
8.12 |
4.87 |
| Earnings per share (Rs.): Diluted |
8.12 |
4.87 |
1. STATE OF COMPANYS AFFAIRS
Income from operations during the financial year ended 31st March 2023 was at Rs.
1786.35 Lakhs as against Rs2318.10 Lakhs representing and decrease of 30% over the
previous year. Profit after Tax for the year under review amounted to Rs. 983.15 Lakhs as
against Rs586.98Lakhs.
2. CHANGE IN THE NATURE OF BUSINESS
Your Company continues to operate in the same business segment as that of previous year
and there is no change in the nature of the business.
3. DIVIDEND
To conserve resources of the Company and in view inadequate profits, the directors do
not recommend any Dividend for the year ended 31.03.2023.
4. TRANSFER TO RESERVES
The Board of Directors proposed to carry Nil amount to General Reserve Account
5. MANAGEMENT DISCUSSION & ANALYSIS
A report on Management Discussion and Analysis, as required in terms of Regulation
34(2) of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirement)
PRERNAINFRABUILD LIMITED
Regulations, 2015, forms part of this report and it deals with the Business Operations
and Financial Performance, Research & Development Expansion & Diversification,
Risk Management, Marketing Strategy, Safety & Environment, significant changes in key
financial ratios etc. in Annexure-A.
6. CHANGES IN SHARE CAPITAL
Authorized Share Capital
There has been no change in Authorized Share Capital of Company.
Issued, Subscribed and Paid-Up Share Capital
There has been no Change in Issued, Subscribed and Paid-Up Share Capital of Company.
7. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES.
The Company has two Associate Firm Viz. M/S PrernaInfrabuild and PRERNA SOLITAIRE INFRA
LLP as on 31st March, 2023. There are no subsidiary companies or joint venture companies
within the meaning of Section 2(87) of the Companies Act, 2013 ("Act") AND AOC 1
AS PER ANNEXURE F
8. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR
There have been no material changes and commitments, which have occurred between the
end of the financial year of the Company and the date of the report, which has affected
the financial position of the Company.
9. MEETINGS OF THE BOARD OF DIRECTORS AND COMMITTEES
The information on meetings of the Board of Directors and Committees as held during the
financial year 2022-23 is provided under clause 2 (b) of the Corporate Governance Report.
10. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(3) (c) of the Companies Act, 2013, the Board
of Directors hereby confirms that, i. In preparation of the annual accounts, the
applicable accounting standards have been followed and that there are no material
departures. ii. It has in the selection of the accounting policies, consulted the
Statutory Auditors and has 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 as at 31stMarch, 2023 and of the profits of the Company for that period. iii.
It has taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of this Act for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities, to the best of its
knowledge and ability. There are however, inherent limitations, which should be recognized
while relying on any system of internal control and records. iv. It has prepared the
annual accounts on a going concern basis. v. The directors had laid down internal
financial controls to be followed by the Company and that such internal financial controls
are adequate and were operation efficiently. vi. The Directors had devised proper systems
to ensure compliance with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
11. INDEPENDENT DIRECTORS MEETING
During the year under review, the Independent Directors of the Company met on 9th
January 2023, discussed inter-alia, a. Evaluation of performance of Non-Independent
Director and the Board of Directors of the Company as a whole. b. Evaluation of
performance of the Chairman of the Company, taking into views of executive and
Non-Executive Directors. c. Evolution of the quality, content and timelines of flow of
information between the management and the board that is necessary for the board to
effectively and reasonably perform its duties.
12. DIRECTORS & KEY MANAGERIAL PERSONAL
Mrs.Nalini Vijaybhai Shah (holding DIN 00119538) retires by rotation under Section152
of the Companies Act, 2013 and being eligible, offers herself for re-appointment.
13. CORPORATE GOVERNANCE
The Company is committed to maintain and adhere to the Corporate Governance
requirements set out by SEBI. The Report on Corporate Governance along with requisite
certificate from M/s. GKV & associates., Practicing Company Secretary, Ahmedabad, is
annexed as an Annexure- E to this Report.
14. PERFORMANCE EVALUATION
Pursuant to applicable provisions of the Companies Act, 2013 and the Listing
Regulations 2015, the Board, in consultation with its Nomination & Remuneration
Committee, has formulated a framework containing, inter-alia, the criteria for performance
evaluation of the entire Board of the Company, its Committees and Individual Directors,
including Independent Directors. The detailed information in this regard has been given in
the Corporate Governance Report.
15. LISTING
The Equity shares of the Company are listed at Bombay Stock Exchange. The Company has
paid listing fees to the Stock Exchange for the year 2022-23.
16. DEPOSITS
Your Company has not accepted any deposit and as such no amount of principal and
interest were outstanding as at the Balance Sheet date.
17. RISK MANAGEMENT
The Company is exposed to various business risks. These risks are driven through
external factors like economic environment, competition, regulations etc. The Company has
laid down a well-defined risk management mechanism covering the risk mapping and trend
analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise
is being carried out to identify, evaluate, manage and monitor business and non-business
risks. The Audit Committee and Board periodically review the risks and suggest steps to be
taken to manage/mitigate the same through a properly defined framework. During the year, a
risk analysis and assessment was conducted, and no major risks were noticed, which may
threaten the existence of the Company.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR)
A Corporate Social Responsibility ("CSR") Committee has been constituted in
accordance with Section 135 of the Companies Act. The details required under the Companies
(Corporate Social Responsibility Policy) Rules, 2014, asamended, with respect to the CSR
Committee and an Annual Report on CSR activities undertaken during the financial year
ended March 31, 2023 are appended as Annexure G to this Report. The CSR Policy is
available on the website of the Company at www.prernagroup.com . The Company has not
participated in any direct or indirectpolitical contributions and/ or charitable
contributions/sponsorships.
19. STATUTORY AUDITORS AND AUDITORS REPORT
M/S Philip Fernandes& Co, Chartered Accountants (Firm Registration No: 128122W) the
statutory auditors of the Company, will hold office till the conclusion of the
thirty-fifth Annual General Meeting of the Company. The Board has recommended to appoint
of M/S Philip Fernandes& Co, Chartered Accountants as the statutory auditors of the
Company, for a term of one year, from the conclusion of the thirty-fifth Annual General
Meeting scheduled to be held in the year 2023 till the conclusion of the thirty-sixth
Annual General Meeting to be held in the year 2024, for approval of shareholders of the
Company, based on the recommendation of the Audit Committee
Statutory Auditors were paid Rs. 50,000 as Audit Fees during the year under review. The
statutory auditors report is annexed to this annual report. They have not reported any
incident of fraud to the Audit Committee of the Company during the year under review.
20. SECRETARIAL AUDITOR
M/s GKV & ASSOCIATES, Practicing Company Secretary has been appointed as the
Secretarial Auditor of the Company for the financial year 2023-24 as required under
Section 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Report
for the financial year ended March 31st, 2023 is annexed herewith marked as Annexure D to
this Report. The Secretarial Audit Report contains an adverse remark which is dealt with
as under:
| Sr. No. Remarks |
Explanation |
| 2. INVESTOR |
REGARDING TRANSFER OF SHARES |
| COMPLAINT |
Due to non-submission of transfer document by shareholder. |
21. COMMITTEES OF THE BOARD
Currently the Board has Four Committees:
a. Audit Committee, b. Stakeholders Relationship Committee, c. Nomination &
Remuneration committee. d. Corporate Social Responsibility committee.
A detailed note on the Board and its committees, composition and compliances, as per
the applicable provisions of the Act and Rules is provided under the Corporate Governance
Report.
22. DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records as specified by the Central
Government under sub-section (1) of Section 148 of the Companies Act, 2013.
23. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEESGIVEN AND SECURITIES
PROVIDED
There were no additional investments made in Prerna Infrabuild and PRERNA SOLITAIRE
INFRA LLPduring the financial year ended 31st March 2023.
24. EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as to this Report and also
available on www.prernagroup.com.
25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) & 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as Annexure B.
26. INSURANCE
All the insurable interest of the Company, including Inventories, Buildings, Machinery
etc., is adequately insured.
27. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All related party transactions done by the Company during the financial year were at
arms length and in ordinary course of business. All related party transactions were
reviewed and approved by the Audit Committee. During the financial year 2022-23, your
Company has not entered into any material related party transaction as per the SEBI
Listing Regulations with any of its related parties. Disclosures pursuant to the
Accounting Standards on related party transactions have been made in the notes to the
Financial Statements. As there were related party transactions which were in the ordinary
course of the business or not on arms length basis and also since there was material
related party transaction as stated above, disclosure under Section 134(3) (h) in Form
AOC-2 of the Companies Act, 2013is applicable.
29. DECLARATION BY INDEPENDENT DIRECTORS
The Board of Directors of the Company hereby confirms that all the independent
directors duly appointed by the Company have given the declaration and they meet the
criteria of independence as provided under Section 149(6) of the Companies Act, 2013.
28. FAMILIARIZATION PROGRAMME
Since all independent directors are associated with the Company for more than 5
(years), the company has not conducted familiarization program for independent directors.
29. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a Vigil Mechanism / Whistle Blower Policy to deal with
instances of fraud and mismanagement, if any. The Policy has a systematic mechanism for
directors and employees to report concerns about unethical behavior, actual or suspected
fraud or violation of the Companys Code of Conduct or policy.
30. NOMINATION AND REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee,
framed a policy for selection and appointment of Directors, senior Management and their
Remuneration including criteria for determining qualifications, positive attributes,
Independence of a director. The details of the Nomination and Remuneration Policy are
covered in the Corporate Governance Report. The said policy has also been uploaded on the
Companys website www.prernagroup.com.
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
A. Conservation of Energy
Since the Company does not carry out any manufacturing activity, the particulars
regarding conservation of energy, technology absorption and other particulars as required
by the Companies (Accounts) Rules,2014 are not applicable.
B. Technology Absorption
There is no research and development activity carried out by the Company.
32. FOREIGN EXCHANGE EARNINGS AND OUT GO
There were no foreign exchange earnings and outgo during the year under review.
33. EQUITY CAPITAL a) BUY BACK OF SECURITIES
The Company does not have any scheme or provision of money for the purchase of its own
shares by employees/ Directors or by trustees for the benefit of employees/ Directors.
b) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c) BONUS SHARES
No Bonus Shares were issued during the year under review.
d) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
e) EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issued equity shares with differential rights as to dividend,
voting or otherwise.
SHARES IN SUSPENSE ACCOUNT
Aggregate number of shareholders and the outstanding shares in the Suspense Account
lying at the beginning of the year: NIL
Number of shareholders who approached issuer for transfer of shares from Suspense
Account during the year: Not Applicable Number of shareholders to whom shares were
transferred from Suspense Account during the year: Not Applicable
Aggregate number of shareholders and the outstanding shares in the Suspense Account
lying at the end of the year: NIL
That the voting rights on these shares shall remain frozen till the rightful owner of
such shares claims the shares: Not Applicable
SHARES IN UNCLAIMED SUSPENSE ACCOUNT
Aggregate number of shareholders and the outstanding shares lying in the Unclaimed
Suspense Account lying at the beginning of the year: NIL
Number of shareholders who approached issuer for transfer of shares from the Unclaimed
Suspense Account during the year: Not Applicable
Number of shareholders to whom shares were transferred from the Unclaimed Suspense
Account during the year: Not Applicable Aggregate number of shareholders and the
outstanding shares lying in the Unclaimed Suspense Account lying at the end of the year:
NIL
34. INTERNAL FINANCIAL CONTROLS
According to Section 134(5) (e) of the Companies Act, 2013, the term Internal Financial
Control (IFC) means the policies and procedures adopted by the Company for ensuring the
orderly and efficient conduct of its business, including adherence to Companys policies,
the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial information. Rule 8(5) (viii) of Companies (Accounts) Rules, 2014
requires the information regarding adequacy of Internal Financial Controls with reference
to the financial statements to be disclosed in the Boards report. The Company has a
well-placed, proper and adequate IFC system which ensures that all assets are safeguarded
and protected and that the transactions are authorized, recorded and reported correctly.
35. INTERNAL CONTROL SYSTEM
The Company has in place, adequate systems of Internal Control to ensure compliance
with policies and procedures. It is being constantly assessed and strengthened with new /
revised standard operating procedures and tighter information technology controls.
Internal audits of the Company are regularly carried out to review the internal control
systems. The Audit Reports of Internal Auditor along with their recommendations and
implementation contained therein are regularly reviewed by the Audit Committee of the
Board. Internal Auditor has verified the key internal financial control by reviewing key
controls impacting financial reporting and overall risk management procedures of the
Company and found the same satisfactory. It was placed before the Audit Committee of the
Company.
36. ANY SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR
TRIBUNALS
No orders were passed by the Regulators or courts or Tribunals impacting the going
concern status and Companys operation in future.
37. SEXUAL HARASSMENT OF WOMEN 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 workplace in line
with the provisions of the Sexual Harassment of Woman at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and no complaint has been received on sexual
harassment during the financial year 2022-2023. The Company has also constituted an
Internal Complaints Committee to consider and to redress complaints of sexual harassment.
38. DETAILS OF FRAUDS REPORTED BY THE AUDITORS
During the year under review, neither the Statutory Auditor nor the secretarial auditor
have reported to the Audit Committee under Section 143(12) of the Companies Act, 2013 any
instances of fraud committed against the Company by its officers or employees.
39. HUMAN RESOURCE
Your Company recognizes its employees as most valuable resource and ensures strategic
alignment of Human Resource Initiatives and practices to business priorities and
objectives. Its constant endeavor is to invest in Human Talent and Talent Management
Processes to improve capabilities and potentials of human capital of the organization to
cope with challenging business environment, varying needs of the customers and bring about
customers delight by focusing on the Customers needs. Attracting, developing and
retaining the right talent and keeping them motivated will continue to be a key strategic
initiative and the organization continues to be focused on building up the capabilities of
its people to cater to the business needs. Given growth plans of the Company, an important
strategic focus is to continue to not only nurture its human capital, but also proactively
focus on preparing all employees for the challenges of the future.
The Company strives to provide a healthy, conducive and competitive work environment to
enable the employees excel and create new benchmarks of quality, productivity, efficiency
and customer delight. The Company always believes in maintaining mutually beneficial,
healthy and smooth industrial relations with the employees and the Unions which is an
essential foundation for the success of any organisation. The proactive initiatives
combined with fair Wage Settlements at Manufacturing Plants have ensured healthier and
more transparent Industrial Relations based on foundation of mutual trust and
co-operation.
40. ACKNOWLEDGEMENT
The Directors place on record their sincere appreciation for the dedication, hard work
and commitment of the employees at all levels and their significant contribution to your
Companys growth. Your company is grateful to the Distributors, Dealers, and Customers for
their support and encouragement. Your directors thank the Banks, Financial Institutions,
Government Departments and Shareholders and look forward to having the same support in all
our future endeavors.
Date: 01/09/2023 For, and on behalf of the Board Place: Ahmedabad
Sd/-
Vijay C Shah
Chairman and Managing Director DIN: 00038062
+91-9892691696
