Constronics Infra Ltd Management Discussions.

a) GLOBAL & INDIAN ECONOMIC OVERVIEW:

Global growth is projected at 4.9 percent in 2020, 1.9 percentage points below the forecast. The COVID-19 pandemic has had a more negative impact on activity in the first half of 2020 than anticipated, and the recovery is projected to be more gradual than previously forecast. In 2021 global growth is projected at 5.4 percent. India has emerged as the fastest growing major economy in the world and is expected to be one of the top three economic powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships. Indias gross domestic product (GDP) was estimated to be growing 4.2 per cent over the previous year. Indias GDP is expected to reach US$ 5 trillion by FY25 and achieve upper-middle income status on the back of digitization, globalization, favorable demographics, and reforms. India is also focusing on renewable sources to generate energy. It is planning to achieve 40 per cent of its energy from non-fossil sources by 2030, which is currently 30 per cent, and have plans to increase its renewable energy capacity.

b) INDUSRTY OVERVIEW:

India construction industry is an important growth driver of Indias economy, thus it one of the integral industries in India. The construction industry has around an 8% contribution to Indias GDP. The government construction projects are majorly providing a thrust to the rising India construction industry. Major construction activities accounting for growth are power generation projects, highway construction, and railway expansion and export and import cargo. The slowdown in the construction industry in 2019 was due to liquidity crisis and slowing domestic demand in the residential segment. Although, the situation was expected to improve in 2020 due to government initiatives such as improving liquidity position and expanded infrastructure investments under the ‘National Infrastructure Program, but the Covid-19 outbreak and the government containment measures will affect the construction industry in the short-term.

c) OUTLOOK:

The infrastructure sector has become the biggest focus area for the Government of India. India plans to have major investment in infrastructure during 2019-23 to have a sustainable development of the country. Indian Real Estate sector is expected to contribution to the countrys GDP approximately

13% by 2025.

d) STRENGTH, THREATS, RISKS, AND CONCERNS:

Robust demand from commercial and private sector housing, Increased governmental investment in national infrastructure are key strengths for the Companys growth. With increased trend of investing with tier 1 and 2 developers, there could be downward pressure on other small time developers. Rupee being weak in comparison to USD, labour cost, inflation has also been major concern for the growth of Company.

e) 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 2019-2020. Hence, details of the employees of the Company as required pursuant to 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 D" 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 2019-2020.

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 of 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 2019 and of the Loss of the Company for the year ended 31st March 2019.

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 the annual accounts on a going concern basis.

5) the directors, had laid down proper and sufficient internal financial controls and 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.

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:

An amount of Rs.56,618/- pending preferential allotment is required 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
Executive Director Managing Director
DIN: 08547720 DIN: 01197824

Place: Chennai Date: 30.07.2020