Bronze Infra-Tech Ltd Directors Report.

TO

THE MEMBERS

BRONZE INFRA-TECH LIMITED

Your directors have pleasure in presenting their 17th Annual Report together with the Audited Financial Statements of the Company for the Year ended March 31, 2021.

FINANCIAL RESULTS:

Particulars Year ended 31/03/2021 Year ended 31/03/2020
Revenue from Operations 2,08,09,853 -
Revenue from Other Income - 41,879
Share of profits/losses in a partnership firm - -
Total Revenue 2,08,09,853 -
Total Expenses 2,05,61,488 5,21,75,248
Profit / (loss) before exceptional items and tax 2,48,365 (5,21,33,369)
Exceptional Items - -
Profit / (loss) before tax 2,48,365 (5,21,33,369)
Tax expense:
(1) Current tax 77,490 -
(2) Deferred tax - -
(3) Excess/ Short Provision of Tax - -
Profit / (Loss) for the period from continuing operations 1,70,875 (5,21,33,369)
Profit/ (loss) from discontinued operations - -
Tax expense of discontinued operations - -
Profit/ (loss) from discontinued operations - -
Profit/ (loss) for the period
Other Comprehensive income - -
Total Comprehensive Income for the period 1,70,875 (5,21,33,369)
(Comprising Profit (Loss) and Other Comprehensive Income for the period)
Earnings per Equity shares - -
(Continuing Operations)
(1) Basic 0.00 0.00
(2) Diluted Not Applicable Not Applicable

*Note: Figures of the financial year2020-2021 are re-grouped or re-classified.

OPERATIONAL REVIEW:

During the year under review the Gross Revenue from Operation of the Company in the current year is Rs. 2,08,09,853 as against Rs. NIL - in the previous year. The net loss of the Company for the year under review was placed at Rs NIL as against Rs. (5,21,33,369) in the previous year.

DIVIDEND:

During the year under review the Company has not declared any dividend for the financial year 2020-2021.

GENERAL RESERVE:

Your Company did not transfer any amount to General Reserve for the financial year 2020-2021

SHARE CAPITAL:

The paid-up equity capital as on March 31, 2021 was Rs. 17,27,65,000/- (Rupees Lacs Sixty-Five Thousand Only). There was no public Issue, right issue, bonus issue or preferential issue etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares nor has it granted anystock options.

CHANGES IN THE NATURE OF BUSINESS:

There has been no Change in the nature of the business of your Company.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS:

Details of Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

Your Company has anadequate Internal Control System, commensurate with the size, scale and complexity of its operations. The scope of work includes review of process or safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths inall areas.

CORPORATE SOCIAL RESPONSIBILITY TCSR^l INITIATIVES:

In pursuance of the provision of Section 135 of the Companies Act, 2013, the CSR provisions are not applicable to your Company.

CONSERVATION or ENEEfflLAMD-IEGHMQLQfflLABSQEELIQMi

The particulars of conservation of energy and technology absorption as required under Section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 are not applicable to your Company.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review there were no earnings from foreign exchange and outgo for the purpose of business.

DIRECTORS AND KEY MANAGERIAL P E RSO NNHI,:

i.) APPOINTMENT

In accordance with Section 152 of the Companies Act, 2013, Mr Ishantbhardwaj is retiring by rotation at this annual General Meeting and eligible have offered themselves for re-appointment

Pursuant to provisions of Section 203 of the Companies Act, 2013 which came into effect from April 1, 2014, the company has appointed Mr. Arvind Kumar as Managing director and CFO (APBPK2427F) with effect from 12th February, 2021.

On the recommendation of the Nomination and Remuneration Committee the Board of Directors of the Company,

Ms. Rashmi Katiyal (DIN: 08064154 ) was appointed as Additional Non Executive Independent Director w.e.f 18th December,2020 and Ms. Priyanka Gautam (DIN: 08898686) was appointed as Additional Non Executive Independent Director w.e.f 04th November,2020.

None of the Directors of the Company are disqualified as per the provisions of Section 164 of the Companies Act, 2013.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board /Committee of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each of the Independent Directors, under section 149(7) of the Companies Act, 2013, that he/she meets the criteria of Independence laid down in section 149(6) of the Companies Act, 2013.

FORMAL ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013 the Board has carried out the annual performance evaluation of its own performance, the Directors individually including the Chairman of the Board as well as

the evaluation of the Committees of the Board. A structured questionnaire Was prepared after taking into consideration inputs received from the Directors. The performance evaluation of the Independent Directors was also carried out by the entire Board.

The results of the evaluation done by Independent Directors were reported to the Chairman of the Board. It was reported that the performance evaluation of the Board, Committee etc. was satisfactory. The Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD

During the financial year 31st March, 2021, 11 (Eleven) Board Meetings were held. The intervening gap between the Meetingswas within the period prescribed under the Companies Act, 2013 i.e., not more than 120 days from the previous meeting.

DIRECTORS REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 17B:

Information regarding Directors Remuneration policy and criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub-section (3) of Section 178 are provided in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT:

In terms of Section 134 (5) of the Companies Act, 2013, the Directors would like to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been followed, if) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

iii) The Directors have 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.

iv) The Directors have prepared the annual accounts on a going concern basis.

v) Tire Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

vi) The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system was adequate and operating effectively.

DETAILS OF SUBSIDIARY/fOINT VENTURES/ASSOCIATE COMPANIES HF ANY)

Your Company does not have any subsidiary/joint ventures/ Associates Company.

VIGILMECHANISM / WHISTLEBLOWER POLICY:

In line with the provisions of the Section 177(9) of the Act and Regulation 22 of the SEBI (LODR) Regulation, the Company has adopted Whistle Blower Policy, as part of vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the management any issue which is perceived to be in violation of or in conflict with the fundamental business principles of the Company.

This vigil mechanism provides for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the chairperson of the Audit committee, in exceptional cases.

The Company Secretary is the designated officer for effective implementation of the policy and dealing with the complaints registered under the policy.

STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

In todays economic environment, Risk Management plays a very important part of business. The main aim of risk management is to identify, assess, prioritize, monitor and take precautionary measures in respect of the events that may pose risks to the business. The Company is not subject to any specific risk except risks associated with the general business of the Company as applicable to the industry as a whole.

At present the Company has not identified any element of risk which may threaten the existence of the Company.

RELATED PARTY TRANSACTIONS:

During the year under review, the Company had not entered into any contract/arrangement/ transaction with related parties which could be considered material as per listing agreement with stock exchanges. Further, there are no materially significant related party transactions during the year made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons.

MATERIAL CHANGES AND COMMITMENTS:

No significant and material changes have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTR1BUNALS

No significant and material order has been passed by the regulators, courts, tribunals impacting the goingconcern status and Companys operations in future.

AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 (the Act) read with Rule 6 of the Companies (Audit and Auditors) Rules, 2014, M/s. PMPK & Associates, Chartered Accountants, Mumbai, with registration number 019681N, were appointed as Statutory Auditors of the Company from the conclusion of the Twenty Ninth Annual General Meeting till the conclusion of the Thirty Fourth Annual General Meeting of the Company.

The Company has received a written consent to such appointment from M/s. PMPK & Associates, Chartered Accountants, and a certificate that the re-appointment, if made, shall be in accordance with the criteria as specified in Section 141 of the Act In terms of SEBI LODR Regulations, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

AUDITORS REPORT:

The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed Mr. Ankur Singh, Practicing Company Secretary (ICSI Membership No. ACS 60761) to undertake the Secretarial Audit of the Company for the financial year 2020-2021. The Report of the Secretarial Auditor is annexed herewith as Annexure 1 and forms an integral part of this Report.

Explanation or comments on qualifications, reservations or adverse remarks made by auditors and the practicing Company secretary in their reports

The Secretarial Auditors Report to the members on the Accounts of the Company for the financial year ended 31st March, 2021 contains below qualifications, reservations or adverse remarks:

Sr. No. Compliance Requirement (Regulations/circulars/guidelines including specific clause) Deviations Observations/Remarks of the Practicing Comp any Secretary
1 Regulation 20 of SEBI (LODR), 2015: - Company did not hold any meeting during FY 2020-2021
Stakeholders Relationship Committee
2 Regulation 25 of SEBI (LODR), 2015: - Company did not hold any meeting during FY 2020-2021.
Obligation with respect to Independent Directors
2 Regulation 30 of SEBI (LODR), 2015: - Company did not provide various Disclosures of the events or information required under the Regulation 30 of SEBI (LODR), 2015-
Disclosure of events or information.
4. Regulation 44 of SEBI (LODR), 2015: Voting Results was submitted after 48 hrs of the conclusion of Annual Genera! Meeting.
Meetings of Shareholders and voting
5. Regulation 47 of SEBI (LODR), 2015: - Company did not publish Board Meetings intimation and outcome of Financial Results according to the Regulation 47 of SEBI (LODR), 2015
Advertisement in Newspapers.
6. BSE Circular no. DCS/COMP/28/2016-17:- Company filed the Financial Results in XBRL for the Quarter ended December, 2020 after 48 hrs from the conclusion of Board Meeting
MANDATORY FILING OF
FINANCIAL RESULTS IN XBRL
MODE: Elinc of the result in XBRL mode within 24 hours from the conclusion of the Board Meeting.
7. Regulation 42 of SEBI (LODR) Company did not intimate the Book Closure date for the purpose of Annual General Meeting held September 30,2020

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in Form MGT-9 pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 is annexed herewith as "Annexure II".

PARTICULARS OF EMPLOYEES:

As required under the provisions of Companies Act, 2013 and Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, there are no employee falling under the above category, thus no information is required to be given in the report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Company has complied with the corporate governance code as stipulated under SEBI Listing Regulations with the Stock Exchanges. A separate section on corporate governance under the listing agreement, along with a certificate from the auditor confirming the compliance, is annexed and forms part of this Annual report as Annexure III" & Annexure IV" respectively.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN

Your Company is committed to provide and promote a safe, healthy and congenial atmosphere irrespective of gender, caste, creed or social class of the employees. During the year under review, there was no case filed pursuant to the sexual harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. Further, the company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

AUDIT COMMITTEE:

Details pertaining to composition of Audit Committee are included in the report on Corporate Governance. Allthe recommendations made by Audit Committee were accepted by Board.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

INVESTOR RELATIONS

Your Company always endeavours to keep the time of response to shareholders request/grievance at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply atthe earliestpossihle time. The Shareholders Grievance Committee of the Board meets periodically and reviews the status of the Shareholders Grievances. The shares of the Company continue to be traded in electronic forum and de-materialization exists with both the depositories viz., National Securities Depository Limited and Central Depository Services (India) Limited.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS.

During the Financial Year 2020-2021, your Company has complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

REPORTING OF FRAUD

The Auditors have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013, other than those which are reportable to the Central Government

MAINTENANCE OF COST RECORDS

The Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, and accordingly such accounts are not made and maintained hy the Company.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

The Chief Executive Officer and Chief Financial Officer Certification as required under regulation 17(8) of the Listing Regulation and Chief Executive Officer declaration about the Code of Conduct is Annexed to this Report marked as Annexure V.

STATEMENT REGARDING OPINION OFTHF BOARD WITH REGARD TO INTEGRITY- EXPERTISE AND EXPERIENCE (INCLUDING PROFICIENCY} OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR.

The Board of Directors of the company is of the opinion thatthe new independent directors have beenappointed during the year have adequate Integrity, Expertise and Experience (Including the Proficiency) as required under the provisions of the Companies Act, 2013.

PARTICULARS OF MANAGERIAL REMUNERATION

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

I. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Directors Ratio to median remuneration
Mr. Krishnat Shripati Desai

-

Mr. Harshad Vijay Thorve
Mr. Vishal Jagannath sonawane -
Mrs. Leena Krishnan Kavassery
Mrs. Jayashree Desai
Ms. Rashmi Katiyal
Ms. Priyanka Gautam
Mr. Ashish Kumar
Mr. Ishant Bhardwaj -
Mr. Arvind Kumar -
Ms. Anamika -
Mr. Karan Singh -

II. There was no increase in remuneration of directors, chief financial officer inthe financial year so the percentage increase in remuneration cannot be expressed. Moreover, some appointments were made during the financial year and hence information is for part of the year, the same is not comparable.

III. Percentage increase in the median remuneration of employees in the financial year: Nil

IV. Number of permanent employees on the rolls of Company: 6

V. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: There was no increase in remuneration during the financial year.

VI. The key parameters for any variable component of remuneration availed by the directors: N.A.

VII. Affirmation that the remuneration is as per the remuneration policy of the company:

The Company affirms remuneration is as per the remuneration policy of the Company.

VIII. There is no employee whose remuneration exceeds the limits prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

ACKNOWLEDGEMENTS:

Your 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 workers.