Infra Industries Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the 30th Annual Report along with the Audited Financial Statements of the Company for the Financial Year ended 31st March 2019.

FINANCIAL SUMMARY:

(Amount in Rupees)
Particulars Year Ended March 2019 Year Ended March 2018
Revenue from operations & Total Income 3,29,91,372 4,29,90,899
Profit/ (Loss) for the year before providing Depreciation & Financial Charges (3900856) (78371)
Less: Depreciation 2910868 2755357
Financial Charges 6054437 6815964
Profit/(Loss) Before Exceptional Items and Tax (50,64,449) (94,92,950)
Add: Exceptional Items -- --
Profit before Tax (50,64,449) (94,92,950)
Less: Current Tax
Deferred Tax 1,13,093 81,271
Net Profit/Loss after Tax (51,77,542) (95,74,222)

The Company has achieved a total income of Rs. 3,29,91,372/- during the year under report as compared to Rs. 4,29,90,899/- during the previous year reflecting a decrease of 23.26% over the previous year. The net loss of the Company during the year amounted to Rs. 51,77,542 compared to net loss of Rs. 95,74,222/- in the previous year.

DIVIDEND

With a view to strengthen the financial position and the future growth of the Company and due to accumulated losses, your Directors have not recommended any payment of dividend for the financial year ended 31st March, 2019.

FIXED DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made there under.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has an in house Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee and to the Chairman & Managing Director of the company.

EXTRACT OF ANNUAL RETURN:

As per provision of Section 134 of the Companies Act, 2013, the details forming part of the extract of the Annual Return is attached to this Report as "Annexure I" in Form MGT-9.

STATUTORY AUDITORS:

M/s. Pathak H.D. & Associates, Chartered Accountants (Registration No. 107783W), were appointed as Statutory Auditors of the Company in its 28th Annual General Meeting for a tenure of five years i.e. till the conclusion of 33rd Annual General Meeting (As per new Companies Amendment Act, 2017 read with Notification S.O. 1883(E) dated 7th May, 2018 deletes the provision of annual ratification for the appointment of Auditor).

M/s. Pathak H.D. & Associates have given a written confirmation to the Company to the effect that their appointment, if made, would satisfy the criteria provided in Section 141 of the Companies Act, 2013 and would also be in confirmation with the limits specified in Section 139 of the Companies Act, 2013.

The Notes on Financial Statement referred to in the Auditors Report are self explanatory and do not call for any further comments.

Observations by the Statutory Auditor& Boards comments on the same :

1. Claim not acknowledged as debt - Rs.68,85,836/- (Previous year Rs.70,13,630/-)

Boards comments:- Amicable Solution is been worked out and management is confident of resolving the same.

2. The trade receivables of Rs. 111.62 Lakhs as provided in Note no. 36 pertaining to trade division has remained overdue for an extended period of time.

Boards comments:- Amicable Solution is been worked out and management is confident of resolving the same.

3. According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at March 31, 2019 for a period of more than six months from the date of becoming payable except for the below mentioned:-

Sr. No. Particulars Amount (In Rs.)
1. Value Added Tax 64,327
2. CST Liability 3,43,168
3. GST Liability 22,64,042
4. Provident Fund 10,29,867
5. Profession Tax 15,400
6. Employee State Insurance 276,417
7. TDS 603,992
8. Sales Tax Deferral Loan 8,76,880
TOTAL 54,74,093

Boards comments:-The management is confident of repaying the stated amount in the current financial year.

4. The net worth of the Company has been fully eroded. Company continues to face liquidity issue due to limited working capital which resulted into lower operations and the losses. Company continues to explore various options to raise additional finance, improve operating efficiency at plant in order to meet its short term and long term obligations. Although there exists material uncertainty in accomplishing these, the Company has prepared the accompanying financial statements on going concern assumption.

Boards comments:- The management is confident to improve the operating efficiency and turnover the company to profitability.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Ms. Shreya Shah, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith to this Report as "Annexure II."

Observations by Secretarial Auditor& Boards Comments on the same :

1. The Company has not complied with the provisions of Section 203 of Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Qualification of Director) Rules, 2014 relating to appointment of Company Secretary.

The Company has appointed CS Ms. Surbhi Jain (MEM NO 55650) on 19th April,2019.

5. The Company has failed to file MGT-14 for approval of Directors Report for the year 2017-18, appointment of Secretarial Auditor for the year 2018-19 and appointment of Internal Auditor in terms of provisions of Section 179(3) of the Act read with Rule 8(9) of the Companies (Meetings of Board and its Powers) Rules, 2014.

The Company is in process of filing the required forms.

6. The Company has delayed in filing AOC-4 (XBRL) for Financial Statements and MGT-14 for Approval of Financial Statements with the Registrar of Companies.

The delay was due to oversight and inadvertence

4. The Company has failed to comply with the requirements of Listing Regulations in respect of:

i. non-payment of Annual Listing Fees with BSE Limited;

ii. non-disclosure of all such events or information on the Companys website;

iii. delay in submission of prior notice/intimation about the Board meetings to be held for approval of unaudited financial results for the quarter ended June 2018 and September 2018 within the prescribed period pursuant to regulation 29; and

iv. non - holding of 100% promoters shareholding in dematerialized mode pursuant to regulation 31(2).

Due to liquidity crises, the Company could not pay the same within time. However the company is in process of complying with the same.

The website of the company is under the process of updation.

Due to unavoidable circumstances the same got delayed. The Management admits the same is complied as per laws in future.

The Company has sent reminders to the promoters to meet the requirement of the law at the earliest.

7. The Company has not made payment of Provident Fund during the year under review.

The Company is in process of the complying with the same.

6. Company was declared as "defaulting Company" by BSE Limited vide BSE circular LIST/COMP/OPS/02/2019-20 dated April 5, 2019 due to non-payment of Annual Listing Fees and the trading in the equity shares of the Company was transferred by BSE Limited to Trade-To-Trade mode with price band of 5% or lower as applicable.

The board is in the process arranging funds for the compliance of the same.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Declaration by an Independent Director(s) and Re- Appointment:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Regulation 16 (1) (b) of the SEBI (Listing Obligation and disclosure requirements) Regulation, 2015 with the Stock exchange.

B. Appointment and Cessation:

During the year,

Mr. Ramkrishna Ghone was appointed as a Non-executive Independent Director w.e.f. 14th August, 2018. Ms. Shubhada Banavali was appointed as Non-executive Independent Woman Director w.e.f. 2nd February, 2019. Ms. Surbhi Jain was appointed as Company Secretary of the Company w.e.f. 19th April, 2019.

Mr. Sandeep Shah and Mr. Jagdishchandra Ghumara, resigned from the post of Director w.e.f. 25th October, 2018.Mrs. Kavita Pawar resigned from the post of Director w.e.f. 2nd February, 2019.

C. Retirement by rotation:

In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Mukesh B. Ambani, (DIN: 00005012), retires by rotation at this Annual General Meeting, and being eligible, offer himself for reappointment

BOARD MEETINGS:

Seven meetings of the Board of Directors were held during the year. All the directors were present in all the meetings. Detailed information is as follows:

30.05.2018 14.08.2018 25.10.2018 14.11.2018 23.01.2019
02.02.2019 14.02.2019

BOARD COMMITTEES:

During the year, your directors have constituted wherever required, the various committees of the Board in accordance with the requirements of the Companies Act, 2013 and the Listing Agreement and SEBI (Listing Obligation & Disclosure Requirements Regulations) 2015.

The detailed composition of the mandatory Board Committees namely Audit Committee, Stakeholders Relationship Committee and Nomination & Remuneration Committee and other related details are set out as "Annexure III" which forms an integral part of this report.

FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS:

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors. Formal annual evaluation made by the Board of its own performance and that of its Committees and individual Directors is annexed as Annexure "IV".

CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict of interest with the company at large. The gist of the transactions are depicted in AOC 2 as "Annexure V "

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated Under section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of the Companies (Accounts) Rules, 2014, is Annexed herewith as "Annexure- VI".

ENVIRONMENT AND POLLUTION CONTROL:

The Company is well aware of its responsibility towards a better and clean environment. Our efforts in environment management go well beyond mere compliance with statutory requirements. The Company has always maintained harmony with nature by adopting eco-friendly technologies and upgrading the same from time to time incidental to its growth programs.

CASH FLOW ANALYSIS:

In conformity with the provisions of the SEBI (Listing Obligations & Disclosure Requirement) Regulations, 2015 the cash flow statement for the year ended 31.03.2019 is annexed with the financial statements.

SHARE CAPITAL

There was no public issue, rights 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.

MATERIAL EVENTS:

There is no material events occurred during the financial year affecting the financial position of the Company.

DISCLOSURE OF REMUNERATION PAID TO DIRECTOR, KEY MANAGERIAL PERSONNEL AND EMPLOYEES:

The Company had no employee drawing salary/ remuneration in excess of Remuneration limits prescribed as per Rule 5(2) of the Appointment and Remuneration of Managerial Personnel Rules 2014.

The Details with regards to the payment of Remuneration to the Directors and Key Managerial Personnel is provided in Form MGT-9 Extract of the Annual Return (appended as Annexure "I").

DIRECTORS RESPONSIBILITY STATEMENT

In terms of clause (c) of sub-section (3) of section 134 of Companies Act, 2013 Directors, to the best of their knowledge and belief, state that

1. In the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

2. The Directors have 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;

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

4. The Directors have prepared the annual accounts on a going concern basis; the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

5. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN

Company has implemented the Policy on Sexual Harassment Policy at workplace in the Company. It has been made available to all employees through the Companys intranet portal. During the year under review, there were no complaints from any of the employee.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis for the year under review is provided as separate section forming part of this Annual Report.

STATUTORY COMPLIANCES

The Company has complied with all the statutory requirements. A declaration regarding compliance of the provisions of the various statutes is also made by the Managing Director at each Board Meeting. The Company ensures compliance of the ROC, SEBI Regulations and provisions of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015.

CORPORATE GOVERNANCE

In view of the exemption granted to the Company vide Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15.05.2014 by SEBI, the provision with regard to Corporate Governance / Board Evaluation are not applicable as the paid up equity capital is not exceeding Rs.10 crores and/or net worth not exceeding Rs. 25 crores as on the last day of the previous financial year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

In conformity with the provisions of the Companies Act, 2013 policy has been laid down to provide a mechanism for any concerned person of the company to approach Chairman of the Audit Committee for dealing with instance of fraud and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether within or outside the organization. During the year under review, there were no complaints of fraud or mismanagement were reported.

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.

ACKNOWLEDGEMENT

Your Directors wish to extend their sincere gratitude for the assistance, guidance and co-operation the Company has received from all stakeholders. The Board further appreciates the dedicated services rendered by the employees of the Company.

For and on behalf of the Board of Directors,

Infra Industries Limited

Sd/-

Mr. Mukesh Ambani

Managing Director

DIN: 00005012

Date: 14.08.2019

Place: Mumbai