To the Members,
Your directors have pleasure in submitting their 41st Annual Report of the Company
together with the Audited Financial Statements for the year ended 31st March, 2022.
1. PERFORMANCE & FINANCIAL RESULTS
The Companys financial performance for the year under review along with previous
years figures is given hereunder: (Rs. in lacs)
| PARTICULARS |
F.Y. 2021-22 |
F.Y. 2020-21 |
| Net Sales / Income from Business |
7837.54 |
25.87 |
| Operations |
|
|
| Other Income |
- |
0.14 |
| Total Income |
7837.54 |
26.01 |
| Total Expenditure |
7771.58 |
25.57 |
| Profit Before Tax |
65.96 |
0.44 |
| Less: Tax Expenses |
17.15 |
0.09 |
| Current Tax |
|
|
| Profit/(Loss) After Tax |
48.81 |
0.35 |
| Basic & Diluted Earnings per |
0.65 |
(0.00) |
| Equity Share |
|
|
2. OPERATIONAL REVIEW
Gross revenues for this financial year stood at Rs 78,37,54,062 as against Rs.
25,87,056 in the previous year. After providing for depreciation and taxation the net
profit of the Company for the year under review was placed at Rs. 48,81,424 as compared to
Rs. 35,105 in the previous year.
3. DIVIDEND
No Dividend was declared for the current financial year due to conservation of Profits
incurred by the Company. The provisions of Section 125(2) of the Companies Act, 2013
relating to transfer of Unclaimed Dividend to Investor Education and Protection Fund, do
not apply as there was no dividend declared and paid by the Company.
4. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013 The company has given Rs. 47,37,33,202.85 as loans covered under
the provisions of section 186 of the Companies Act, 2013.The details of the investments
made by company are given in the notes to the financial statements.
5. 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.
6. SHARE CAPITAL:
The paid-up equity capital as on March 31, 2022 was Rs.75,224,800. No Bonus Shares were
issued neither company bought back any of its securities during the year under review. The
company has not issued shares with differential voting rights nor granted stock options
nor sweat equity.
7. EXTRACTS OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule
12 of the Companies (Management and Administration) Rules, 2014 in prescribed Form MGT 9
is furnished in Annexure A and is attached to this Report.
8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was no contract or arrangements made with related parties as defined under
Section 188 of the Companies Act, 2013 during the year under review. However, the Board
has adopted the Policy in terms of Regulation 23 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations 2015 to ensure that all Related Party Transactions
with Related Parties shall be subject to a policy and approval or ratification in
accordance with Applicable Law. This Policy contains the policies and procedures governing
the review, determination of materiality, approval and reporting of such Related Party
Transactions. The Policy on Related Party
Transactions is uploaded in the Companys website i.e., www.concreteinframedia.com.
9. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY
Management and Business Risk Evaluation is an ongoing process within the Organization.
Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Board has framed a Risk
Management Policy for the Company. The Company has in place a mechanism to identify,
assess, monitor and mitigate various risks to key business objectives. Major risks
identified by the business and functions are systematically addressed through mitigating
actions on a continuing basis. At present the Company has not identified any element of
risk which may threaten the business or existence of the Company.
10. CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to the
Members of the Board and all employees in the course of day-to-day business operations of
the company. The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings / behaviors of any form and the Board has laid down the
directives to counter such acts. The code laid down by the Board is known as "model
code of conduct". The Code has been posted on the Companys website
www.concreteinframedia.com. The Code lays down the standard procedure of business conduct
which is expected to be followed by the Directors and the designated employees in their
business dealings and in particular on matters relating to integrity in the work place, in
business practices and in dealing with stakeholders. All the Board Members and the Senior
Management personnel have confirmed compliance with the Code. All Management Staff were
given appropriate training in this regard.
11. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre- clearance for dealing in the Companys shares and
prohibits the purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive information in relation to
the Company and during the period when the Trading Window is closed. The Board is
responsible for implementation of the Code. All Board Directors and the designated
employees have confirmed compliance with the Code.
12. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES
The Companys Policy relating to appointment of Directors, payment of Managerial
remuneration, Directors qualifications, positive attributes, independence of
Directors and other related matters as provided under Section 178(3) of the Companies Act,
2013 is furnished in Annexure B and is attached to this report.
13. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company held 11 Board meetings on 05.04.2021, 10.06.2021, 22.06.2021, 16.07.2021,
12.08.2021, 26.08.2021, 28.09.2021, 07.10.2021, 03.11.2021, 15.11.2021, 12.02.2022 and
15.03.2022 during the financial year.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to provisions of Section 152(6) of the Companies Act, 2013 and Articles of
Association of the Company Mr. Arvind Kumar (DIN: 08769566) will retire by rotation at the
ensuing AGM of the Company and being eligible, offers himself for re-appointment.
Ms. Mala (DIN: 09060467) and Mrs. Priyanka (DIN: 09517911) were appointed as
Independent Director of the Company at the Board Meeting of the Company held on October
10, 2021 and 15th March, 2022 respectively, subject to the approval of member for a term
of five (5) consecutive years. Based on the recommendation of the Nomination and
Remuneration Committee, and the same was duly approved by Members by way of special
resolution at the 41st AGM of the Company.
Ms. Priyanka Goutam and Rashmi Katiyal resign from the post of Non-Executive
Independent director of the company w.e.f. March 15, 2022 and October 06, 2021
respectively.
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. None of the Directors of the Company is disqualified
for being appointed as Director, as specified under Section 164(2) of the Companies Act,
2013 and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules,
2014. Necessary Resolution(s) along with disclosure(s) / information(s) in respect of the
directors seeking appointment /re-appointment at the ensuing AGM has been annexed to the
Notice convening the ensuing AGM. In terms of Schedule V of SEBI Listing Regulations, 2015
and amendments thereof, your Company has identified the list of core
skills/expertise/competencies which are required in the context of the Companys business
(es) and sector(s) for it to function effectively and those which are actually available
with the Board.
15. 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. Arvind Kumar |
- |
| Mr. Ishant Bhardwaj |
- |
| Ms. Mala |
- |
| Ms. Priyanka |
- |
| Ms. Rashmi Katiyal |
- |
| Mrs. Priyanka Goutam |
- |
II. There was no increase in remuneration of directors, chief financial officer in
the 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.
16. REMUNERATION OF DIRECTORS
The details regarding remuneration to Directors are shown separately in MGT-9 attached
as Annexure A which forms part of the Directors Report.
17. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualify themselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
In terms of the Regulation 25(7) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Clause 49(II)(B)(7)(b) of the erstwhile Listing
Agreements, the Company has adopted a familiarization programme for the Independent
Directors. The details of the said program are available on the website of the Company
i.e., www.concreteinframedia.com.
18. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM The
Audit Committee comprises of the following three directors: -
(a) Ms. Mala - Chairman (b) Mr. Arvind Kumar (c) Mrs. Priyanka
The Company has established a vigil mechanism and overseas through the committee, the
genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the chairman of the Audit
Committee on reporting issues concerning the interests of co-employees of the Company.
The policy on vigil mechanism is available on the website of the company i.e.,
www.concreteinframedia.com.
Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013 and
Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board of Directors, at its meeting held on 10th February, 2022 has
carried out an annual performance evaluation of its own performance, the individual
directors performance including that of independent directors.
The parameters based on which the evaluation process is being carried out is fixed by
the Board in terms of the provisions of Companies Act, 2013.
In a separate meeting of independent Directors held on 10th March, 2022, performance of
non-independent directors, performance of the board as a whole and performance of the
Chairman was evaluated, taking into account the views of executive directors and
non-executive directors.
20. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its Responsibility Statement: -
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed and there are no material departures;
(b) The directors had 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 and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and operating efficiently.
Internal financial control 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.
(f) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
21. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint venture or Associate Company.
22. 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
No material changes and commitments affecting the financial position of the Company
occurred between the ends of the financial year to which these financial statements relate
on the date of this report.
23. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our
Company. There was no foreign exchange inflow or Outflow during the year under review.
25. STATUTORY AUDITORS
Pursuant to Section 139 of the Companies Act, 2013 and Rules made there under, M/s.
JAGDISH RAI AND ASSOCIATES, Chartered Accountants (Firm Registration No. 0031824N) were
appointed as Statutory Auditors to fill the casual vacancy caused by the resignation of
M/s R P Gupta & Associates, Chartered Accountants, (Firm Registration No. 000777N) in
the Board Meeting held on 2nd day of May, 2022 to hold office until the conclusion of the
41st Annual General Meeting.
26. SECRETARIAL AUDIT
Mr. Ankur Singh, Practicing Company Secretary (ICSI Membership No. ACS 60761) has been
appointed as Secretarial Auditor of the Company for financial year ended 31st March, 2022.
The Secretarial Audit Report received from the Secretarial Auditor is annexed to this
report marked as Annexure C and forms part of this report.
27. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Statutory Auditor Report as well as Secretarial Audit Report does not contain any
qualification, reservation or adverse remark which needs any explanation or comment of the
Board.
28. LISTING OF SHARES
The Equity Shares of the Company are listed on the BSE Limited, Mumbai and Calcutta
Stock Exchange Limited, Kolkata. Pursuant to the notification of the regulations, your
Company has entered into new Listing Agreement with the aforesaid Stock Exchanges
respectively as mandated under the said Regulations.
29. CORPORATE GOVERNANCE
The Company is committed to maintain transparency in its operations & hence it
complies with the Corporate Governance requirements. The Corporate Governance Report as
per Schedule V(C) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and requisite Certificate of Compliance from Statutory Auditor regarding
compliance of conditions of Corporate Governance are not applicable to the company as per
regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
30. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report of the Company comprising of management
perception, risks and concerns, internal control systems are annexed and forms part of the
Annual report.
31. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditor not reported/found and fraud and suspicious transactions under
sub-section (12) of section 143 other than those which are reportable to the central
government
32. INTERNAL AUDIT, INTERNAL FINANCIAL CONTROL SYSTEMS & THEIR ADEQUACY
The Company had engaged Ms. Esha Sen, Practicing Company Secretary as Internal Auditors
for the Financial Year 2021-22. The scope of their work includes review of processes for
safeguarding the assets of Company, effectiveness of systems and processes and assessing
the internal control strengths in all areas. Management is having tight control on all the
operations of the Company. All expenses are scrutinized and approved by the top
management. The Company has adequate system so as to have proper check and control on
every department. Deviation from established system, if any, are placed before Audit
Committee of the Board for review and corrective action to be taken, if any.
33. COST AUDIT & COST RECORD
During the year, the Company was not covered under the provisions of Cost Audit.
34. DISCLOSURE PURSUANT TO SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
In accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013, the Company has a policy on prevention of and affirmative
action for sexual harassment of women, about which all the employees are communicated
periodically. For this purpose, the Company has also constituted an Internal Complaints
Committees. At the beginning or end of the financial year under report, no cases were
pending and during the year, no cases were filed or disposed of under that Act.
35. VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for directors and employees to report genuine concerns has been
established. The Vigil Mechanism Policy has been uploaded on the website of the Company.
36. RELATED PARTY TRANSACTIONS
There were no material related party transactions with the Companys Promoters,
Directors, Management or their relatives, which could have had a potential conflict with
the interests of the Company.
ACKNOWLEDGEMENTS
Your directors place on records their sincere thanks to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your Companys activities during the year under review. Your directors thank the
shareholders for their support and confidence reposed on your Company and also appreciate
the dedicated services rendered by the employees at all levels.
|
For and on behalf of the Board of Directors |
|
Sd/- |
|
Ishant Bhardwaj |
| Place: New Delhi |
Managing Director |
| Date: 30th June, 2022 |
DIN: 08699556 |
+91-9892691696
