infra industries ltd Directors report

To the Members,

Infra Industries Limited

Your Directors have pleasure in presenting the 34^th Annual Report of the Company alongwith the Audited Financial Statements for the financial year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS:

The financial performance of the Company for the financial year ended 31^st March, 2023 is summarized below:

(Rs. in Lakh)

Particulars	March 31, 2023	March 31, 2022
Total Income including other income	00.00	00.00
Total Expense	56.41	53.13
Profit / Loss before exceptional item and tax	-56.41	-53.13
Exceptional Items	00.00	00.00
Provision for Income Tax	00.00	00.00
Net Profit / Loss After Tax	-56.41	-53.13

2. STATUS OF COMPANYS AFFAIRS:

During the financial year the total revenue of the Company is Nil similar to corresponding previous year and loss after exceptional item on account of writing off of old trade receivable / advances / inventories and tax for the year is Rs.56.41 Lakhs as compared to loss of Rs.53.15 Lakhs during the current year.

3. INSOLVENCY AND BANKRUPTCY CODE, 2016:

Pursuant to an application made by Ingenia FZE (Operational Creditor) under section 9 of Insolvency Bankruptcy Code, 2016 (IBC) with the Honble National Company Law Tribunal, Mumbai bench ("Adjudicating Authority"), which was admitted by NCLT- Mumbai bench vide its order dated 12/12/2019 and the corporate insolvency resolution process ("CIRP") commenced against your Company under the provisions of the Insolvency and Bankruptcy Code, 2016 (the "Code"). Thereafter, in accordance with Section 17 of the Code, the powers of the Board of Directors ("Board") stood suspended and Mr. Rajan Agarwal was appointed as Resolution Professional (RP) of the Company for the management of the affairs of the Company and was entrusted with the management of the affairs of the Company.

The honble NCLT Mumbai bench passed its order dated 21^st March, 2023 approving the Resolution Plan and monitoring committee was constituted to supervise the implementation of Resolution Plan. The monitoring committee interalia approved the constitution of new Board of Directors. Accordingly, the Board of Directors presenting this report for the financial year ended 31^st March, 2023.

4. DIVIDEND:

During the financial year ended 31^st March, 2023 the dividend is not recommended.

5. AMOUNT TRANSFERRED TO RESERVES:

In view of the losses, for the year under review, your Company has not transferred any amount to General Reserves.

6. SHARE CAPITAL AND CHANGES THEREIN:

The Paid-up Equity Share Capital of the Company as on 31^st March, 2023 is Rs.5,98,75,000 divided into 59,87,500 of Face Value of Rs.10/- per Equity shares and during the financial year there are no changes in the Capital Structure of the Company.

7. NUMBER OF MEETINGS OF THE BOARD:

During the financial year ended 31^st March, 2023 the Company was undergoing CIRP and the NCLT has appointed Resolution Professional.

The powers of the Board of Directors of Company stood suspended due to initiation of Corporate Insolvency Resolution Process (CIRP), accordingly no meeting of the Board of Directors was held during the year under review.

8. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION:

In terms of Section 134(3) (i) of the Companies Act, 2013, due to default in payment of debts of an Operational Creditor, CIRP was initiated against the Company since December 2019 and the Company was admitted to the CIRP and the NCLT has appointed Resolution Professional.

The honble NCLT Mumbai bench passed its order dated 21^st March, 2023 approving the Resolution Plan and monitoring committee was constituted to supervise the implementation of Resolution Plan. However, during the year no such changes took place.

9. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES:

As on 31^st March, 2023, the Company does not have any Subsidiaries, Associate Company and Joint Ventures.

10. DETAILS OF DEPOSITS COVERED UNDER CHAPTER V OF COMPANIES ACT, 2013:

The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 to 76 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review. Hence, the details relating to deposits as also requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

11. PARTICULARS OF LOANS AND INVESTMENTS BY THE COMPANY:

The details regarding Loans, Guarantees or Investments made under Section 186 of the Companies Act, 2013 during the year under review are disclosed in the notes accompanying financial statements.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year ended 31^st March, 2023 the Company was undergoing CIRP and the NCLT has appointed Resolution Professional. The honble NCLT Mumbai bench vide its order dated 21^st March, 2023 approved the Resolution Plan. In terms of approved Resolution Plan the Monitoring Committee had its meeting and new Board was constituted for management of affairs of Company. Following were the Directors appointed by the Monitoring Committee pursuant to Order of NCLT:

Sr. No.	Name of Director	Designation	Date of Appointment
1.	Mr. Gaurishankar Jhalani	Director	01/06/2023
2.	Mr. Avesh Dhelawat	Director	01/06/2023
3.	Mr. Manish Badamilal Jain	Director	01/06/2023

Pursuant to the Order of NCLT following individuals were ceased from directorship of the Company:

Sr. No.	Name of Director	Designation	Date of Cessation
1.	Mr. Mukesh B. Ambani	Managing Director	22/08/2023
2.	Mr. Ramkrishna Gopal Ghone	Director	22/08/2023
3.	Mrs. Shubhada Banavali	Director	22/08/2023

The Board of Directors at its meeting held on September 11, 2023 has appointed Mr. Mukesh Vastawat, Mr. Rajendra Kumar Sethi and Mrs. Sheetal Khandelwal Kothari as additional directors in the category of Independent Directors subject to shareholders approval.

Further Mr. Manish Jain has resigned from the post of Director of the Company w.e.f. from 29^th November, 2023 and Mr. Sanjay Jain has been appointed as Additional Director w.e.f. 29^th November, 2023 designated as Whole Time Director and Chief Financial Officer of the Company w.e.f. 30^th November, 2023.

On the recommendation of the Nomination and Remuneration Committee the Board of Directors has recommended appointment of all the Directors at the ensuing Annual General Meeting.

The newly constituted Board has also appointed Ms. Ekta Kunal Kothari as Company Secretary and Compliance Officer w.e.f. 22.08.2023 as Key Managerial Personnel.

13. DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors in terms of Section 134(5) of the Companys Act, 2013 confirm that:

a) All applicable Accounting Standards have been followed in the preparations of the annual accounts with proper explanation relating to material departures;

b) they have selected such Accounting Policies and applied them consistently, made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the statement of affairs of the Company as of 31.03.2023 and of the loss of the Company for that period;

c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Annual Accounts have been prepared on a going concern basis as stated in the notes on accounts;

e) The Company follows stringent internal financial controls and that such internal controls are adequate and are operating adequately;

f) There are proper system devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

14. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL:

In accordance with the applicable provisions of the Insolvency and Bankruptcy Code, 2016, (Code) the corporate insolvency process (CIRP) of Infra Industries Limited was admitted by

Honble National Company Law Tribunal (NCLT) on 12^th December, 2019. The honble NCLT Mumbai bench passed its order dated 21^st March, 2023 approving the Resolution Plan. In terms of approved Resolution Plan new Board was constituted and appointed for management of affairs of Company. Accordingly, the Board of Directors are presenting this report for the financial year ended 31^st March, 2023.

15. MEETING OF INDEPENDENT DIRECTORS:

Since the powers of Board of Directors were suspended due to initiation of Corporate Insolvency Resolution Process (CIRP) against the Company. Hence, no meeting of Independent Directors were held during the year.

16. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the year under review, Company has generally complied with all applicable Secretarial Standards.

17. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has implemented such internal financial controls commensurate with the size of Company to provide a true and fair view of the financial statements and has laid down such standards and processes which ensures that the same are adequate and operating efficiently.

18. PARTICULARS OF EMPLOYEES:

Disclosures relating to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure-A.

19. DISCLOSURES FOR CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO IN TERMS OF PROVISIONS OF SECTION 134 (3)(M) OF THE COMPANIES ACT, 2013 READ WITH RULE, 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014:

During the financial year ended 31^st March, 2023 the Company was undergoing CIRP and the NCLT has appointed Resolution Processional and no such details are available with the new management.

FOREIGN EXCHANGE EARNING AND OUTGO:

EARNINGS

Towards Foreign Exchange Gain: NIL OUTGO

On account of Foreign Travel: NIL Towards Foreign Exchange Loss: NIL

20. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:

During the financial year ended 31^st March, 2023 the Company was undergoing CIRP and the NCLT has appointed Resolution Professional.

Subsequent to the Constitution of the new Board the nomination and remuneration policy was revised and adopted by the Board.

21. STATUTORY AUDITOR AND THEIR REPORT:

There is no audit qualification or observation on the financial statements of Company, by the statutory auditors for the year under review.

Since the Company was under Corporate Insolvency Resolution Process (CIRP), Mr. Rajan Deshraj Agarwal was appointed as Resolution Professional (RP) in terms of the Insolvency and Bankruptcy Code, 2016 (Code) to manage the affairs of the Company as per the provisions of the Code.

Pursuant to the order of Honble National Company Law Tribunal (NCLT) under Corporate Insolvency Resolution Process dated 21^st March, 2023, the previous audit firm was removed and the Board of Directors at their meeting held on 11^th September, 2023 has appointed M/s. Karnavat & Co., Chartered Accountants (Firm Registration Number: 104863W) as statutory auditors of the Company for a period of 5 years commencing from the 2019-20 to 2023-24 in terms of the said order. The Appointment of auditors is recommended by the Board for ratification at the ensuing Annual General Meeting as good corporate governance practice.

The report of the auditor is self-explanatory and require no comments from the Board of Directors.

22. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT:

Pursuant to Section 204 of the Companies Act, 2013 and rules made under, the Board of Directors at their meeting held on 25^th September, 2023 has appointed Shreyans Jain & Co., Practicing Company Secretary as its Secretarial Auditors to conduct the Secretarial Audit of the Company for the Financial Year 2022-23. The Company has provided reasonable assistance and facilities to the Secretarial Auditors for conducting their audit. The report of Secretarial Auditor for the FY 2022-23 is annexed to this report as Annexure-B.

The management explanation to the observation of the Secretarial Auditor: The

observations of the Auditors in their report are self-explanatory and the new Board of the company has complied with the few requirements and are in further process of complying with the pending requirements in due course under the supervision of the Board.

23. RISK MANAGEMENT:

The Board of Directors are overall responsible for identifying, evaluating, mitigating and managing significant risks being faced by the Company. The Board had adopted Risk Management policy, which acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed in the Company. Further in the opinion of the Board there is no risk exist which threatens the existence of the Company.

24. CORPORATE SOCIAL RESONSIBILITY:

The Company is not required to form committee and spend the amount as required under Section 135 of the Companies Act, 2013 and the relevant rules, therefore there are no such details which are required to be disclosed.

25. ANNUAL EVALUATION OF PERFORMANCE OF THE BOARD:

During the financial year ended 31^st March, 2023 the Company was undergoing CIRP and the NCLT has appointed Resolution Professional.

26. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:

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 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.

27. AUDIT COMMITTEE:

As the powers of the Board of Directors stood suspended no meeting of Audit Committee was held during the year under review.

28. VIGIL MECHANISM:

The Company has implemented a Whistle Blower Policy pursuant to which Whistle Blowers can raise and report genuine concerns relating to reportable matters such as breach of code of conduct, fraud, employee misconduct, misappropriation of funds, health and safety matters etc. the mechanism provides for adequate safeguards against victimization of Whistle Blower who avail of such mechanism and provides for direct access to the chairman of the Audit Committee.

The functioning of the Whistle Blower policy is being reviewed by the Audit Committee from time to time. None of the Whistle Blower has been denied access to the Audit Committee of the Board.

29. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:

During the year no such incident were reported.

30. ACKNOWLEDGMENTS:

The board of Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, the financial institutions, banks, vendors, customers and Shareholders during the year under review. The boards of Directors also wish to place on record their deep sense of appreciation for the committed services by all the employees of the Company.

For and on behalf of the Board

	Sd/-
	G a u rish an k a r J halani
Place: Mumbai	Chairman
Date: 29/11/2023	DIN: 00126216