Bronze Infra Tech Ltd Directors Report.

TO

THE MEMBERS

BRONZE INFRA-TECH LIMITED

Your Directors have pleasure in presenting their 15th Annual Report together with the Audited Financial Statements of the Company for the Year ended March 31, 2019.

FINANCIAL RESULTS:

(Amount in Rs)
Particulars March 31, 2019 March 31, 2018
Revenue from Operations 183,997 47,75,149
Other Income 356,829 19,93,194
Total Income 540,826 67,68,343
Profit before depreciation Interest & taxation (567,657) (1,73,95,915)
Less: Depreciation (3,227) (21,888)
Interest (6,396) (48,564)
Profit before taxation (592,772) (1,74,50,875)
Less: Provision for taxation - (25,564)
Earlier Years tax - -
Deferred Tax 3,377 (3,482)
Profit after taxation (596,149) (1,74,72,958)
Balance carried to Balance sheet (596,149) (1,74,72,958)

OPERATIONAL REVIEW:

During the year under review the Gross Revenue From Operation of the Company in the current year is stood at Rs. 183,997/- (One Lakh Eighty Three Thousand Nine Hundred Ninety Seven Only) as against Rs. 47,75,149/- (Forty Seven Lakhs Seventy Five Thousand One hundred Forty Nine Only) in the previous year. Profit before taxation in the current year stood at Rs. (592,772)/- (Five Lakh Ninety Two Thousand Seven Hundred Seventy Two Only) as against Rs. (1,74,50,875)/- (One Crore Seventy Four Lakhs Fifty Thousand Eight Hundred Seventy Five Only) in the previous year. The net profit/loss of the Company for the year under review was placed at Rs (596,149)/- (Five Lakhs Ninety Six Thousand One Hundred Forty Nine Only) as against Rs. (1,74,72,958)/- (One Crore Seventy Four Lakhs Seventy Two Thousand Nine Hundred Fifty Eight Only) in the previous year.

DIVIDEND:

During the year under review the Company has not declared any dividend for the financial year 2018-19.

GENERAL RESERVE:

Your Company did not transfer any amount to General Reserve for the financial year 2018-19.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2019 was Rs. 17,27,65,000/- (Rupees Seventeen Crore Twenty Seven 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 any stock 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 an adequate Internal Control System, commensurate with the size, scale and complexity of its operations.

The scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency effectiveness of systems and processes, and assessing the internal control strengths in all areas.

CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

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

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

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 PERSONNEL:

i.) APPOINTMENT

On the recommendation of the Nomination and Remuneration Committee the Board of Directors of the Company, Mrs. Jayashree Desai (DIN: 08405874) was appointed as Additional Executive Director and Chief Financial Officer of the Company w.e.f 30th March, 2019 and Mrs. Leena Krishnan Kavassery (DIN: 07532213) was appointed as Chairman and Managing Director of the Company w.e.f. 30th March, 2019.

i. CESSATION

Ms. Shweta Sharma resigned from the Board as Chairman and Managing Director of the Company w.e.f 3rd November, 2018,

Further, Ms. Shweta Sharma also resigned from the post of Chief Financial Officer of the Company w.e.f 12th February,2019.

The Board hereby places on record its sincerest thanks and gratitude for the invaluable contribution made by them towards the growth and development of the Company during her tenure.

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

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, 2019, 7 (Seven) Board Meetings were held. The intervening gap between the Meetings was 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 178:

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.

ii) 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) The 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 were adequate and operating effectively.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES (IF ANY)

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

VIGIL MECHANISM / WHISTLE BLOWER 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.

RISK MANAGEMENT:

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 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 statements relate and the date of the report.

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

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

AUDITORS:

The Board of Directors of the Company based on the recommendation of the Audit committee, has recommended appointment of M/s. PMPK & Company, Chartered Accountants (Firm Registration No. 019681N) as Statutory Auditors of the Company, subject to members approval, to fill the casual vacancy due to resignation of M/s. SSRV & Associates, Chartered Accountants, as Statutory Auditors of the Company, who shall hold office for a period of 5 years (Five years), from the conclusion of this Annual general meeting until the conclusion of the Nineteenth Annual General Meeting.

They have furnished a certificate, confirming that if appointed, their appointment will be in accordance with Section 139 read with Section 141 of the Companies Act, 2013 and they are not disqualified to be appointed as statutory auditors in terms of section 143 of the Act.

The members are therefore requested to appoint M/s. PMPK & Company, Chartered Accountants (Firm Registration No. 019681N) as Statutory Auditors of the Company for a term of five years from the conclusion of this Annual General meeting till the conclusion of Nineteenth Annual General Meeting.

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:

The Board had appointed M/s Shiwali Jhanwar & Company, Practicing Company Secretary, to carry out secretarial audit for the financial year 2018-2019 pursuant to provision of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit report is annexed herewith as "Annexure I"

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, 2019 contains below qualifications, reservations or adverse remarks:

1. The Company has not disseminated to the exchange the newspaper publications made by the Company during the year as required under regulation 47(1) and (3) of SEBI (LODR) Regulation, 2015. Here, the Management would like to clarify that the company has made publications in the newspapers as required under the provisions of Regulation 47 of SEBI (LODR) Regulations, 2015. Further, newspaper publications are not mandatorily required to be disseminated on the website of the Stock Exchange as per the provisions of Regulation 47 of SEBI (LODR) Regulations, 2015. Hence, keeping in view the provisions of SEBI (LODR) Regulations, 2015, the company has not violated any of the provisions of the SEBI (LODR) Regulations, 2015, as mentioned by the Secretarial Auditors.

2. The Company has made delay filing of voting result to the BSE Ltd. for 14th Annual General Meeting of the Company this is the non-compliance under regulation 44 of SEBI (LODR) Regulation, 2015. Here, the Management would like to clarify that there was a delay in filing of voting result to the BSE Ltd. due to some technical snag in the server of the company. However, as soon as the error was resolved the company had disseminated the same on the website of the Stock Exchange.

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 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.

AUDIT COMMITTEE:

Details pertaining to composition of Audit Committee are included in the report on Corporate Governance. All the 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 at the earliest possible 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 2018-19, 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 by 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.

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.

Registered Office: By Order of the Board of Directors
Unit No. 3/A Imax Lohia For Bronze Infra-Tech Limited
Square 23 Gangadhar Babu Lane
Kolkata -700 012
Kolkata -700 012
West Bengal Leena Kavassery Krishnat Shripati Desai
Managing Director Director
Place: Kolkata DIN : 07532213 DIN: 02422088
Date: 21.08.2019