Your Directors take pleasure in presenting the 31st Annual Report and that
of the Auditors together with the audited Balance Sheet as at 31st March 2023
and the Profit/ Loss Account for the year ended on that date.
FINANCIAL HIGHLIGHTS:
(Amount in Lakhs)
| Particulars |
2022-2023 |
2021-2022 |
| Sales and Operating Revenues |
82.079 |
217.247 |
| Other Income |
2.811 |
0.732 |
| Total Revenue |
84.890 |
217.979 |
| Profit /(Loss) before Tax |
9.486 |
9.981 |
| Less: Tax Expenses |
|
|
| 1. Current Tax |
- |
- |
| 2. MAT credit |
1.392 |
0.056 |
| 3. Deferred tax |
2.430 |
(7.555) |
| Profit /(Loss) after Tax |
5.664 |
17.480 |
OPERATIONAL OVERVIEW:
During the year, the Company has engaged in the business of trading in Construction and
Building Materials such as Blue Metals, M-Sand, Crushed Stone and other allied products.
the Company has achieved total operating revenue of Rs. 84.890 Lakhs against Rs. 217.98
Lakhs in previous year which records a decline of 61.06%. The company records a net Profit
of Rs. 5.664 Lakhs against a net Profit of Rs. 17.48 Lakhs in previous year. The Board of
Directors believes that the company will continue in the path of growth.
DIVIDEND:
Due to accumulated losses, the Directors do not recommend any dividend for the year
2022-23.
RESERVES:
The Company has not transferred any amount to the General reserve account.
SHARE CAPITAL:
The Company during the year under review has not issued any Sweat Equity Shares or
Shares with Differential Rights or under Employee Stock Option Scheme nor did it Buy Back
any shares. The Authorised Capital and the Paid-Up Capital remained the same as previous
year.
STATE OF COMPANYS AFFAIR & CHANGE IN THE NATURE OF BUSINESS:
During previous year the Company has commenced the business of trading in Construction
and Building Materials. And there was no change in the nature of business of the company
during the financial year 2022-2023.
SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES & PERFORMANCE THEREOF:
Your Company does not have any subsidiary, joint venture, associate company as at March
31, 2023.
DEPOSITS:
The Company has not accepted any deposits during the period under review as envisaged
under Section 73, 74 & 76 of the Companies Act, 2013
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
The Company has not received any significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status and Companys
operation in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
The Company was imposed fine of Rs. 0.15 Lakhs pursuant to SEBI circular
SEBI/HO/CFD/CMD/CIR/P/2020/12 for various non-compliance pertaining to earlier financial
years.
Other than the above, there have been no material changes and commitments, which affect
the financial position of the Company, since the end of the year and till the date of
Report.
CORPORATE GOVERNANCE:
Regulation (15) of SEBI (Listing Obligations and Disclosure Requirements) Regulation
2015, does not apply to our Company as our companys Equity capital and Net worth is below
the Threshold limit prescribed under the said regulation and hence the report on Corporate
Governance is not provided.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
As per the provisions of section 152 of the Companies Act, 2013, Mr. T. Sharmila (DIN:
08304609), Executive Director of the company, retires by rotation at this annual general
meeting. Being eligible, He offers himself for re-appointment. Your Directors recommend
his re-appointment.
Due to preoccupation Mr. U. Kapilkumar, Independent Director of the Company has been
resigned from the Board of Directors w.e.f business closing hours on 31.03.2023.
On 25.05.2023, Mr. B.D. Yesaian (DIN: 10175958) has been appointed as Additional
Directors, designated as Non-Executive Independent Directors of the Company and at the 31st
Annual General Meeting, shareholders given their consent to regularize of their
appointment as Non-Executive Independent Director of the Company.
In the meeting of the Board of Directors held on 17.06.2023, the Board given its
consent for the resignation of Mr. P. Muthukumar CS & CFO of the company w.e.f. 19th
July, 2023. The company taken necessary step for appointment of Compliance office with in
stipulated time.
Other than the above, there were no changes in the Directors and Key Managerial
Personnel.
BOARD MEETINGS:
During the year under review the Board of Directors met 4 times on 30.05.2022,
13.08.2022, 14.11.2022 & 13.02.2023. Detailed disclosure on compositions and the
details of meetings attended by the Directors are as follows:
|
|
No. of Directorship & Committee Membership in
other Public Companies |
| Name of the Director |
No. of Board Meetings Attended |
Directorship |
Committee Membership |
| Mr. R. Sundararaghavan |
4 |
Nil |
Nil |
| Mr. K. Sureshkumaar |
4 |
Nil |
Nil |
| Mrs. T. Sharmila |
4 |
Nil |
Nil |
| Mr. U. Kapilkumar |
4 |
Nil |
Nil |
| Mr. R. Purushothaman |
4 |
Nil |
Nil |
The gap between two Board meetings were not more than 120 days.
COMMITTEES OF THE BOARD:
a) Audit Committee
Pursuant to provisions of Section 177 of the Companies Act, 2013, the terms of
reference of Audit Committee of the Board were revised in accordance with terms of
reference prescribed therein.
During the financial year 2022-23, Audit Committee Meetings were met 4 times on
30.05.2022, 13.08.2022, 14.11.2022 & 13.02.2023. Detailed disclosure on compositions
and the details of meetings attended by the Members are as follows:
|
|
No. of Meetings |
| Name of Member |
Category |
Held |
Attended |
| Mr. U. Kapilkumar Independent Director |
Chairman |
4 |
4 |
| Mr. R. Purushothama Independent Director |
Member |
4 |
4 |
| Mr. R. Sundararaghavan Managing Director |
Member |
4 |
4 |
b) Nomination and Remuneration Committee
The Nomination and Remuneration Committee has been empowered and authorized to exercise
powers as entrusted under the provisions of Section 178 of the Companies Act, 2013. In
compliance with Section 178 of the Companies Act, 2013 the Board has framed a policy for
selection and appointment of Directors, Senior Management and their remuneration and
including criteria for determining qualifications, positive attributes, independence of
Directors and other matters.
During the financial year 2021-22, Nomination and Remuneration Committee Meetings were
met One time on 30.05.2022. Detailed disclosure on compositions and the details of
meetings attended by the Members are as follows:
|
|
No. of Meetings |
| Name of Member |
Category |
Held |
Attended |
| Mr. U. Kapilkumar Independent Director |
Member |
1 |
1 |
| Mr. R. Purushothama Independent Director |
Chairman |
1 |
1 |
| Mrs. T. Sharmila Non-Executive Director |
Member |
1 |
1 |
The Board, on the recommendation of the Nomination and Remuneration Committee, had
framed a policy for fixing and revising remuneration of Directors, key managerial
personnel and senior management personnel of the company. The criteria for determining
qualifications, positive attributes and independence of Directors and the Nomination and
Remuneration policy of the Company has been attached as "Annexure A" with
this report.
c) Stake Holders Relationship Committee:
The Committee is to look after transfer of shares and the investors complaints, if
any, and to redress the same expeditiously. During the financial year 2022-23,
Stakeholders Relationship Committee was met one time on 30.05.2022
Detailed disclosure on compositions and the details of meetings attended by the Members
are as follows:
|
|
No. of Meetings |
| Name of Member |
Category |
Held |
Attended |
| Mr. U. Kapilkumar Independent Director |
Chairman |
1 |
1 |
| Mr. R. Purushothama Independent Director |
Member |
1 |
1 |
| Mr. R. Sundararaghavan Managing Director |
Member |
1 |
1 |
No Complaints of any material nature were received during the year under review.
AUDITORS:
S.C. Ajmera & Co, Charted Accountants, (Firm Registration Number: 002908C), as
Statutory Auditor of the Company, to hold office of Statutory Auditors of the Company from
the conclusion of 30th Annual General Meeting until the conclusion of the
ensuring 35th Annual General Meeting for a term of 5 years.
Pursuant to notification of the Companies (Amendment) Act, 2017 on 7th May, 2018, the
first proviso to Section 139 relating to the ratification of appointment of Statutory
Auditors by the Members at every General Meeting was omitted. Consequently, the
ratification of appointment of S.C. Ajmera & Co, Charted Accountants, as
Statutory Auditors is not required.
The Company has also received consent and eligibility certificate from S.C. Ajmera
& Co, Charted Accountants, (Firm Registration Number: 002908C), to act as
Statutory Auditors of the Company along with a confirmation that, their appointment, if
made, would be within the limits prescribed under the Companies Act, 2013.
Comments on Auditors Report:
Reply to the qualifications made in Auditors report:
1. Qualification: As mentioned in Note 7 to the standalone financial
results wherein, M.R. Sathish Kumar, who was a director of the company had resigned from
directorship with effect from 1st July, 2018. A sum of Rs. 70.54 Lakhs given as loan to
M.R. Sathish Kumar by the company in the earlier years was not in compliance with the
provisions of section 185 of the Companies Act, 2013. However, the same amount has been
recovered during the year ended March 31, 2023 except for the amount of Rs. 3.04 Lakhs.
Boards Reply: The Loan granted by the Company to its Director belongs to
period prior to April, 2014. The company has recovered all outstanding amount from Mr.
Sathishkumar as on the date of this report.
2. Qualification: Note 8 to the standalone financial statements wherein,
the cash balance of Rs.7.53 Lakhs shown under the Current Assets in the Balance sheet
includes Rs.5.87 Lakhs being the amount seized by an Investigating Agency relating to
investigation not pertaining to activity. Had the provision of the Rs.
5.87 Lakhs been made, the Loss for the year ended 31st March 2023 would have been Rs.
0.21 lakhs instead of profit of Rs. 5.66 Lakhs.
Boards Reply: The cash balance of Rs.7.53 Lakhs shown under the Current Assets
in the Balance Sheet includes Rs.5.87 Lakhs being the amount seized by an Investigating
Agency relating to investigation not pertaining to companys business activity. The said
amount will be realized after completion of investigation by the Investigation Agency.
Instances of fraud
The Auditors have not reported any frauds under sub-section (12) of section 143 of the
Companies Act, 2013 during the year under review.
SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company has
appointed Mr. S.S. Vignesh, Practicing Company Secretary, Madurai as secretarial auditor
to conduct the Secretarial Audit of the Company for the financial year ended March 31,
2023. The Secretarial Audit Report attached as "Annexure B" with this
report.
Reply to the qualifications made in Secretarial Auditors report:
1. Qualification: The Company has granted loan to Mr. Sathish Kumar,
Former Director of the Company during earlier period without obtaining prior approval from
Central Government which is not in compliance with Section 295 of the Companies Act, 1956
(Section 185 of Companies Act, 2013). During the year 2022-23, the loan amount has been
repaid by the aforesaid director on various dates and the outstanding loan amount as on
31.03.2023 is Rs. 3,04,171/-. Further Mr. Sathish Kumar has repaid the outstanding amount
Rs. 3,04,171/- on 10/04/2023. Hence the total outstanding amount as on the date of this
report is NIL.
Boards Reply: The Loan granted by the Company to its Director belongs to
period prior to April, 2014. The company has recovered all outstanding amount from Mr.
Sathishkumar as on the date of this report.
2. Qualification: During the year under review, the Company has been
imposed fine for noncompliance with certain provisions of SEBI (ICDR) Regulations, 2018
that the Company did not file the trading application with the Exchange within 7 working
days from the date of grant of listing approval by the Exchange (Ref: SEBI circular dated
August 19, 2019). The due date of Compliance was 16/10/2019 and the actual date of
compliance was 30/03/2021. Hence the stock exchange levied a fine of Rs. Rs.1,06,20,000/-
+ applicable taxes for 531 days of non-compliance. Later after considering the facts of
the Case and based upon the Companys representation for waiver of fine which was placed
before the Exchanges "Request Review Committee", the Committee has decided to
accede the request of the Company to waive off the fine.
Boards Reply: The Stock exchanges "Request Review Committee has granted
waive off the fine imposed by exchange for noncompliance with certain provisions of SEBI
(ICDR) Regulations, 2018.
EXTRACTS OF THE ANNUAL RETURN:
As per the requirements of Section 92(3) and Rule 12(1) of the Companies (Management
and Administration) Rules, 2014 (as amended), the copy of the Annual Return in the
prescribed Form MGT-7 for the financial year ended March 31, 2023 is placed on the
companys website www.constronicsinfra.com.
RELATED PARTY TRANSACTIONS:
During the year under review, the Company has not entered into any contracts or
arrangements with related parties referred to in Section 188(1) of the Companies Act,
2013. Hence the reporting under this clause does not arise.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:
The Company is taking utmost care of the Conservation of Energy. The Company has no
activity in relation to Technology absorption. The company has no foreign exchange outgo
or inflow.
MANAGEMENT DISCUSSION & ANALYSIS:
a) GLOBAL & INDIAN ECONOMIC OVERVIEW:
With a population of more than 1.2 billion, India is the worlds largest democracy.
Over the past decade, the countrys integration into the global economy has been
accompanied by economic growth. India has now emerged as a global player.
Indias aspiration to achieve high income status by 2047 will need to be realized
through a growth process that delivers broad based gains to the bottom half of the
population. Growth-oriented reforms will need to be accompanied by an expansion in good
jobs that keeps pace with the number of labor market entrants. At the same time, gaps in
economic participation will need to be addressed, including by bringing more women into
the workforce.
In Indian economy, after real GDP contracted in FY20/21 due to the COVID-19 pandemic,
growth bounced back strongly in FY21/22, supported by accommodative monetary and fiscal
policies and wide vaccine coverage. Consequently, in 2022, India emerged as one of the
fastest growing economies in the world, despite significant challenges in the global
environment including renewed disruptions of supply lines following the rise in
geopolitical tensions, the synchronized tightening of global monetary policies, and
inflationary pressures.
In FY22/23, Indias real GDP expanded at an estimated 6.9 percent. Growth was
underpinned by robust domestic demand, strong investment activity bolstered by the
governments push for investment in infrastructure, and buoyant private consumption,
particularly among higher income earners. The composition of domestic demand also changed,
with government consumption being lower due to fiscal consolidation.
Since Q3 FY22/23, however, there have been signs of moderation, although the overall
growth momentum remains robust. The persisting headwinds rising borrowing costs,
tightening financial conditions and ongoing inflationary pressures are expected to weigh
on Indias growth in FY23/24.
Real GDP growth is likely to moderate to 6.3 percent in FY23/24 from the estimated 6.9
percent in FY22/23.
Both the general government fiscal deficit and public debt to GDP ratio increased
sharply in FY20/21 and have been declining gradually since then, with the fiscal deficit
falling from over 13 percent in FY20/21 to an estimated 9.4 percent in FY22/23. Public
debt has fallen from over 87 percent of GDP to around 83 percent over the same period. The
consolidation has largely been driven by an increase in revenues and a gradual withdrawal
of pandemic-related stimulus measures. At the same time, the government has remained
committed to increasing capital spending, particularly on infrastructure, to boost growth
and competitiveness. b) INDUSRTY OVERVIEW & OUTLOOK:
The India construction market size was valued at $701.7 billion in 2022 and is expected
to achieve an AAGR of more than 6% from 2024 to 2027. The growth of the construction
industry in 2023 will be supported by government investment to complete major
infrastructure projects ahead of the 2024 elections. Additionally, investment in
transport, electricity, and housing projects will also help the growth of the market over
the rest of the forecast period. The industrys output will also be supported by
investment in the renewable energy sector, in line with the governments aim to increase
renewable energy capacity by 2030.
In India, the construction industry comprises of urban development and real estate.
While the former includes water supply, transport, schools, and healthcare, the latter
includes residential, offices, and hotels. With a robust outlook for the construction
industry, there is a potential for innovation and enhancement. This is where technology
can catalyse a steady scaling up and increase efficiency. While it has made inroads into
the industry, the adoption rate is slow as construction players abide by the traditional
playbook.
c) STRENGTH, THREATS, RISKS, AND CONCERNS:
Although the 2023/2024 Budget will significantly support the construction industry,
soaring construction costs, delays in land acquisition and tendering and supply chain
constraints could affect the progress of construction work in the short to medium term.
Construction material costs are expected to rise further due to the current crisis in
Ukraine, with rising energy costs impacting the energy intensive production of cement,
bricks, and concrete Between 2023 and 2026, has also been major concern for the growth of
Company.
d) INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has in place, adequate internal control systems and procedures
commensurate with the size and nature of our business. These procedures are designed to
ensure that i) An effective and adequate internal control environment is maintained across
the Company. ii) All assets and resources are acquired economically, used efficiently and
are adequately protected. iii) All internal policies and statutory guidelines are complied
with.
PARTICULARS OF EMPLOYEES:
None of the employees draws remuneration in excess of the prescribed limits during the
financial year 2022-2023. Hence, details of the employees of the Company as required
pursuant to the provisions of section 5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is not furnished.
Particulars pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial
personal) Rules, 2014, is attached as "Annexure C" to this report.
MAINTENANCE OF COST RECORDS:
The Central Government has not prescribed the maintenance of Cost Records under Section
148(1) of the Companies Act, 2013 for the Company
ANNUAL EVALUATION BY THE BOARD:
The evaluation framework for assessing the performance of Directors comprises of the
following key areas:
a) Attendance of Board Meetings and Board Committee Meetings;
b) Quality of contribution to Board deliberations;
c) Strategic perspectives or inputs regarding future growth of Company and its
performance;
d) Providing perspectives and feedback going beyond information provided by the
management;
e) Commitment to shareholder and other stakeholder interests.
Pursuant to the provisions of the Companies Act, 2013, Independent Directors at their
meeting without the participation of the Non-independent Directors and Management,
considered/evaluated the Boards performance, performance of the Chairman and other
Non-independent Directors.
The evaluation involves Self-Evaluation by the Board Member and subsequently assessment
by the Board of Directors. A member of the Board will not participate in the discussion of
his / her evaluation.
RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:
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. The Audit Committee has also revisited the Risk Management Policy and has taken
steps to strengthen the Risk Management process in keeping with the changes in the
external environment and business needs. In addition to the Internal Control Systems, the
Board has laid emphasis on adequate Internal Financial Controls to ensure that the
financial affairs of the Company are carried out with due diligence.
LISTING WITH STOCK EXCHANGE
The Companys equity shares are listed in Bombay Stock Exchange. The Company has paid
the Listing Fees upto the Financial year 2022-23. The Company was imposed fine of Rs. 0.15
Lakhs pursuant to SEBI circular SEBI/HO/CFD/CMD/CIR/P/2020/12 for various non-compliance
pertaining to earlier financial years.
The Company has obtained the Trading approval on 24.01.2023 for 5,89,919 (Five Lakhs
Eighty Nine Thousand Nine Hundred and Nineteen) Equity Shares of Rs.10/- each, allotted by
the Company on Preferential Basis on 19.12.2008 respectively.
The Company has obtained Listing approval on 19.05.2023 and Trading approval on
09.06.2023 from BSE Limited for 5,39,333 (Five Lakhs Thirty-Nine Thousand Three Hundred
and Thirty-Three) Equity Shares of Rs.10/- each allotted by the Company, out of conversion
of Share warrants, on 11.02.2009.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act 2013 pertaining to Corporate Social
Responsibility are not applicable to the Company.
VIGIL MECHANISM:
The company has adopted a whistle blower policy to provide a formal mechanism to the
employees to report their concerns about unethical behavior, actual or suspected fraud or
violation of the companys code of
Conduct or ethics policy. The policy provides for adequate safeguards against
victimization of employees who avail the mechanism and also provides for direct access to
the chairman of the audit committee. It is affirmed that no personnel of the company has
been denied access to the audit committee.
Your company hereby affirms that no complaints were received during the year under
review.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of their knowledge, belief and according to the information and
explanations obtained by them, the Directors pursuant to Section 134 of the Companies Act,
2013 hereby state that:
1) in the preparation of the annual accounts, the applicable accounting standards have
been followed and no material departures have been made for the same.
2) the directors had selected appropriate 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 as at 31st March 2023 and
of the Loss of the Company for the year ended 31st March 2023.
3) the directors had taken proper and sufficient care for 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,
4) the annual accounts have been prepared on a going concern basis.
5) the directors, had laid down proper and sufficient internal financial controls,
policies and procedures of such internal financial controls, are adequate and operating
effectively.
6) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
APPLICATION UNDER INSOLVENCYAND BANKRUPTCYCODE, 2016
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016
during the Financial Year.
DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL ISNTUTIONS
ALONG WITH REASONS THEREOF
The Company has not made any such valuation during the Financial Year.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROBHITION
AND REDRESSAL), ACT, 2013:
During the year under review no complaints have been received under The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act, 2013.
INVESTOR EDUCATION AND PROTECTION FUND:
There was no pending amount to be transferred to the Investor Education and Protection
Fund.
ACKNOWLEDGEMENT:
Your Directors take this opportunity to express their thanks to the Shareholders,
Customers, Suppliers, Banks and Government for their valuable assistance and support.
Your Directors wish to place on record their appreciation of the sincere efforts put in
by the employees of the Company at all levels.
On Behalf of the Board
For CONSTRONICS INFRA LIMITED
|
Sd/- |
Sd/- |
|
K. Sureshkumaar |
R.Sundararaghavan |
| Place: Chennai |
Executive Director |
Managing Director |
| Date: 17.06.2023 |
DIN: 08547720 |
DIN: 01197824 |
+91-9892691696
