Neo Infracon Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting their 37th Annual Report on the business and operations of the Company and the audited financial statements for the Financial Year ended March 31, 2020.

Financial Summary of the Company:

STANDALONE

CONSOLIDATED

PARTICULARS YEAREN DED 31.03.2020 YEAR ENDED 31.03.2019 YEAR ENDED 31.03.2020 YEAR ENDED 31.03.2019
Revenue from operations 2,250,000 2,054,034 155,360,000 2,054,034
Revenue from Other Income 2,129,496 4,551,343 19,944,799 9,344,623
Total Income 4,379,496 6,605,377 175,304,799 11,398,657
Profit/(loss) before Financial Expenses, 1,886,525 3,931,886 43,702,179 3,474,735
Preliminary expenses, Depreciation and Taxation
Less: Financial expenses 1,577,333 525,000 13,649,575 18,068,892
Operating profit/(loss) before 309,192 3,406,886 30,052,603 (14,594,157)
Preliminary expenses, Depreciation & Taxation
Less: Depreciation & Preliminary expenses written off 2,280 9221 1,510,947 1,504,515
Profit before Taxation Less : Provision for Taxation 306,912 3,397,665 28,541,657 (16,098,672)
Current Tax 348,420 1,200,000 6,487,271 1,230,000
Short/(Excess) tax provision for earlier years 49,133 469016 60,353 475,318
Deferred Tax - (383) (194,599) (140,227)
Profit after Taxation (90,641) 1,729,032 22,188,632 (17,663,762)
Add: Balance brought forward 11,246,419 9,517,386 (32,987,451) (15,323,689)
Profit available for appropriation 11,155,778 11,246,419 (10,798,819) (32,987,451)

OVERVIEW OF COMPANYS PERFORMANCE

1. Operations:

The performance of the company during the year was satisfactory. The company during the year has posted a Turnover of Rs. 4,379,496 as against Rs. 6,605,377 during the previous year. The Consolidated turnover of the Company was Rs. 175,304,799as against Rs. 11,398,657in previous year.

The government of India is now paying considerable interest in policy liberalizations, simplification of approval process, more tax benefit for home loan interest and others because of that new hope has been pumped in this sector and it is expected that in future more such effort will help to rejuvenate this sector. As various new things are in line in this sector and government vision of affordable housing to all, it seems that real estate sector is going to perform well in future.

2. Impact of COVID-19:

The unprecedented outbreak of COVID-19 has impacted the global economy and human life, making it a very challenging environment for all the businesses. The changes forced on people and businesses by the pandemic are likely to last for some time and established ways of doing business may undergo changes leading to new way of working. The economic fallout of and the subsequent recovery from COVID-19 impact will depend on multiple factors such as recovery driven by containment efforts, supply chain disruptions, impact of lockdowns, etc. The continued spread of COVID-19 could adversely affect the workforce, customers, economies and financial markets globally, potentially leading to further economic downturn. The growth of your Company also depends on the outlook of the overall economic growth. While short term outlook is uncertain, the long term outlook continues to be positive on account of various economic reforms, increasing aspirations, sustained consumption momentum and persistent infra spending. In the past also, Indian economy showed strong recovery in the face of the global financial crisis. We are hopeful that the growth momentum picks up and the Indian economy will see a resurgence that will help the business of your Company. The Board has duly taken into account the above developments in assessing their impact on the financial statements, as fully disclosed in the notes thereto.

3. Share Capital:

The Authorised Share Capital of the Company is Rs. 60000000. The Issued, Subscribed and Paid up Equity Share Capital of the Company as on March 31, 2020 was Rs. 53,068,000. Each equity shares is fully paid up. During the year under review the company has not issued shares with differential voting right nor granted stock option nor Sweat Equity.

4. Dividend& Reserves:

In view loss of Rs. 90,641 your directors propose not to declare any dividend for financial year 2019-20 your directors do not recommend any dividend for the year. During the year under review no amount was transferred to reserves.

.

5. Matters Related to Directors and Key Managerial Personnel: A. Composition of the Board:

The composition of the Board is in conformity with Company Act, 2013 which, inter alia, stipulates that the Board should have an optimum combination of executive and non-executive Directors with at least one woman Director and at least 1/3 of the Board should consist of Independent Directors. As on 31st March, 2020 the Board comprised of Six Directors including one woman and three Independent Directors.

In accordance with the provisions of Section 152 of the Companies Act, 2013(‘the Act), and the Companys Articles of Association, Mr. Bhavik Mehta (DIN: 07633644) retires by rotation and being eligible has offered himself for re-appointment.

During the year under review, the Board of Directors on recommendation of Nomination and Remuneration Committee re-appoint Mr. Rajen Mehta and Mrs. Varisha Kanungo had been reappointed as Independent Director for their second consecutive terms.

Mr. Sagar Shah resigned on 16/07/2020 and in his place, Ms. Suyashi Mishra was appointed on 27/07/2020 as Company Secretary and Compliance Officer of the Company.

B. Directors attendance record and details of Directorships Positions held:

Name of Director Designation & Category of Directorship No. of Board Meeting attended
Mr. Ankush Mehta Chairman & Managing Director 4
Mr. Bhavik Mehta Non-Executive Director 4
Ms. Varisha Kanungo Non-Executive Independent Director 1
Mr. Rajen Mehta Non-Executive Independent Director 4
Mr. Rahul Kanungo Non-Executive Independent Director 1
Mr. Nitesh Milapchand Jain Non-Executive Independent Director 4

Declaration by an Independent Director(s) and re- appointment

The company during the year under review has taken a declaration by an Independent Director(s) that he/they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013and the Listing Regulations.. In the opinion of the Board, the Independent Directors fulfill the conditions of independence specified in the Act and the Listing Regulations. The company has three Independent Director, as a set of Practice, Company is used to take declaration of Independence from Independent Director in the first board meeting of Directors after their appointment and in every first board Meeting of the Financial Year. An Independent Director who has been appointed in last AGM shall hold office for a term up to five consecutive years on the Board of a Company, but shall be eligible for reappointment for next five years on passing of a special resolution by the Company. The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct. In terms of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

The Ministry of Corporate Affairs (‘MCA) vide Notification No. G.S.R. 804(E) dated October 22,

2019 and effective from December 01, 2019 has introduced the provision relating to inclusion of names of Independent Directors in the Data Bank maintained by Indian Institute of Corporate Affairs

(‘IICA). All Independent Directors of your Company are registered with IICA. In the opinion of the

Board, the Independent Directors possess the requisite integrity, experience, expertise, proficiency and qualifications.

C. Key Managerial Personnel :

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Company has Three Key Managerial Personnel viz. Mr. Ankush Mehta as the Chairman & Managing Director and Chief Executive Officer, Ms. Suyashi Mishra as the Company Secretary & Compliance Officer and Mr. Dilip Mehta as the Chief Financial Officer of the Company.

6. Board Evaluation:

The Board has carried out an annual evaluation of the performance of the Board, the Board Committees and of the individual directors pursuant to the provisions of the Act and the Listing Regulations. The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of the Committees, effectiveness of the Committee meetings, etc. The above criteria are as provided by the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India. The Board and the NRC confirmed that the performance evaluation was completed during the year under review.Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and pursuant of Regulation of Listing Obligation and Disclosure Requirement, the Board, in consultation with Internal Auditor, had carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit Committee and Nomination and Remuneration Committee. The Board of Directors expressed their satisfaction with the evaluation process.

7. Number of meetings of the Board of Directors:

During the year under review company have Four Board Meetings as on 30th May, 2019; 14th August, 2019; 14th November, 2019; 14th February, 2020 and Four Audit committee meeting were convened and held, the details of which are given in the Corporate Governance Report. The Intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

A. Board Committees:

The Board of Directors has constituted three Committees viz. Audit Committee, Nomination and Remuneration Committee and Stakeholders Grievance Committee. All decisions pertaining to the constitution of Committees, appointment of Members and fixing of terms of reference / role of the committees are taken by the Board of Directors. Detailed particulars relating to the above Committees forms an integral part of this report.

8. Nomination &Remuneration Policy:

The Board on the recommendation of the Nomination and Remuneration Committee has framed and adopted a policy for selection and appointment of Directors, Senior Management and their remuneration pursuant to the provisions of the Companies Act, 2013.

9. Deposits:

During the year under review your company has not accepted any deposit. Hence the provision for disclosure of the information relating to deposit is not applicable on company for the financial Year under review.

10. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report:

No material change and commitment affecting the financial position of the company have occurred between the end of the financial year of the company to which the financial statement related and the date of this Board Report.

11. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

No significant and material order passed by the any regulators or courts or tribunals impacting the going concern status and companys operation in future as the company believe in high compliance standard Hence the chances of any non compliances and any mishap is very less.

12. Consolidated Financial Statements and Subsidiary Companies:

The consolidated financial statements of the Company and its Subsidiaries, prepared in accordance with applicable accounting standards, issued by the Institute of Chartered Accountants of India, forms part of this Annual Report. In terms of Section 136 of the Companies Act, 2013 (the Act), financial statements of the subsidiary companies are not required to be sent to the members of the Company. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company if so desired and said annual accounts will also be kept open for inspection at the Registered Office of the Company. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of its subsidiary are available on the Companys website.

A statement containing the salient features of the financial statement of the subsidiary in the prescribed format AOC 1 is provided in the Financial Statement , which forms an integral part of this report. The statement also provides the details of performance s and financial position of the subsidiary.

13. Directors Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the provisions of Section 134(3)C of the Companies Act, 2013 that:

A. In the preparation of the annual financial statements for the year ended March 31, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

B. Such accounting policies as mentioned in the Notes to the financial statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2020 and of the Profit of the Company for the year ended on that date

C. Proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

D. The annual financial statements have been prepared on a going concern basis;

E. Proper internal financial controls had been laid down and followed and that such internal financial controls are adequate and were operating effectively; and

F. Proper systems to ensure compliance with the provisions of all applicable laws were in places which were adequate and operating effectively.

14. Extract of the annual return:

The Extract of Annual Return as provided under Section 92(3) of the Companies Act, 2013 and as prescribed in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2015 is annexed herewith as Annexure II and forms an integral part of this Report.

15. Conservation of energy, technology absorption and foreign exchange earnings and outgo:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2015 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

The details of foreign exchange earnings and outgo during the year under review are as below: As the company business is totally situated in within the national boundaries and no agreement for purchase or sale done with any foreign parties. Hence for the year under review company has no foreign exchange earnings or expenses.

16. Corporate Social Responsibility:

During the year under review company has not exceeds any of the limit prescribed in section 135 Hence the company does not require to comply with provision Corporate Social Responsibility nor required to make any provision of expenses for CSR activities given in Schedule VII of the Companies Act, 2013.

17. Details of establishment of vigil mechanism for directors and employees :

The Company has a vigil mechanism named Whistle Blower Policy to deal with any instances of fraud and mismanagement in the Company. The details of the Whistle Blower Policy are explained in the Corporate Governance Report and also posted on the website of the Company. It is affirmed that no personnel of the Company has been denied access to the Audit Committee.

18. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Boards Report.

19. Particulars of loans, guarantees or investments under section 186:

During the year under review the company has provided Short Term Loan to its Wholly Owned Subsidiary of Rs.10345120 as investment is made to Wholly Owned Subsidiary hence section 186(3) is not applicable to such loan and advances. And the company--- has provided a Corporate Guarantee to the bank for its Wholly Owned Subsidiary Except this loan and guarantee the company has not provided any short or long term loan and advances, Guarantee or securities, or made investment in any body corporate or any other person as defined in section 186 of Companies Act, 2013.

20. Particulars of contracts or arrangements with related parties:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business and the provisions of the Companies Act, 2013, Rules made there under are not attracted. As a matter of good corporate disclosure practice by the company Form AOC 2 is given in Annexure I There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee and also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

Details of transactions with Related Parties are given in the notes to the Financial Statements. The policy on Related Party Transactions as approved by the Board is uploaded on the website of the Company. None of the Directors has any pecuniary relationships or transactions vis--vis the Company.

21. Particulars of Employees:

The information required pursuant to Section 197 of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

None of the employees listed in the said Annexure is related to any Director of the Company. None of the employees hold (by himself or along with his / her spouse and dependent children) more than 2% of the equity shares of the Company.

22. Statutory Auditors:

The M/S. D. Kothary& Co. Chartered Accountants has been appointed as a Statutory Auditor of the Company form the conclusion of ensuing Annual General Meeting till the conclusion of the 41st AGM to be held in the year 2024, without ratification of the members at every AGM.

23. Auditors Report:

Pursuant to the provisions of Section 139 to 143 of the Companies Act, 2013 and the Companies (Audit and Auditor) Rules, 2015, the Board of Directors had appointed M/S. D Kothary &Co. Charted Accountants to undertake the Statutory Audit of the Company for the financial year 2019-2020. The Report of the Statutory Auditor is annexed herewith in Annual Report and forms an integral part of this Report.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditor in his Statutory Audit Report.

24. Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2015, the Board of Directors had appointed M/s. VKM & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2019-2020. The Report of the Secretarial Auditor is annexed herewith as Annexure III and forms an integral part of this Report.

There are no qualifications, reservations or adverse remarks or disclaimers made by the Secretarial Auditor in his Secretarial Audit Report.

25. Details in respect of adequacy of internal financial controls with reference to the Financial

Statements:

The company has an adequate Internal Control System, Commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit (IA) function outsources to M/S. Chaturvedi & Patel , Chartered Accountants as of current is well defined in the engagement letter of the internal auditor duly approved by the audit committee. To maintain its objectivity and Independence, the Internal Auditor report to the Audit Committee.

The Internal Auditor evaluates the adequacy of the internal control system in the company on the basis of statement of operation procedure, instruction manuals, accounting policy and procedure.

26. Audit Committee:

During the year under Review Company have Four Audit Committee Meetings on 30th May, 2019; 14th August, 2019; 14th November, 2019; 14th February, 2020. The Audit Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013.

More than half of member of Audit committee is Independent Director. The Audit Committee has Independent Director as a Chairman.

The Audit Committee shall mandatorily review the following information:

(1) Management discussion and analysis of financial condition and results of operations;

(2) Statement of significant related party transactions (as defined by the audit committee), submitted by management;

(3) Management letters / letters of internal control weaknesses issued by the statutory auditors;

(4) Internal audit reports relating to internal control weaknesses; and

(5) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

(6) Statement of deviations:

(a) Quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange.

(b) Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice.

Attendance:

Name of Director Designation &Category of Directorship No. of Meeting entitled to attended No. of Meeting attended
Mr. Rajen Mehta Non-Executive Independent Director 4 4
Mr. Ankush Mehta Non-Executive Director 4 4
Mr. Nitesh Jain Non-Executive Independent Director 4 4

27. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013. Following is the role and responsibility of Nomination and Remuneration Committee.

(1) formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

(2) Formulation of criteria for evaluation of performance of independent directors and the board of directors;

(3) Devising a policy on diversity of board of directors;

(4) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal;

(5) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors;

Attendance:

Name of Director Designation &Category of Directorship No. of Meeting entitled to attended No. of Meetings attended
Mr. Rajen Mehta Non-Executive Independent Director 1 1
Mr. Ankush Mehta Non-Executive Director 1 1
Ms. Varisha Kanungo Non-Executive Independent Director 1 1

28. Stakeholders Relationship Committee:

The Nomination and Remuneration Committee is constituted in line with the regulatory requirements mandated by the Companies Act, 2013. The Committee considers and resolves the grievances of the security holders of the listed entity including complaints related to transfer of shares, non-receipt of annual report and non-receipt of declared dividends.

Attendance:

Name of Director Designation & Category of Directorship No. of Meeting entitled to attended No. of Meeting attended
Mr. Rajen Mehta Non-Executive Independent Director 4 4
Mr. Ankush Mehta Non-Executive Director 4 4
Ms. Varisha Kanungo Non-Executive Independent Director 4 4

29. Vigil Mechanism:

Vigil Mechanism policy has been introduced by the Board on the framework for reporting instances of unethical/improper conduct and action for suitable steps to investigate and correct the same. The Whistle blower policy which is under the ambit of Vigil Mechanism is an extension of the Companys Code of Conduct through which the Company seeks to provide a mechanism for its employees, Directors, vendors or customers to disclose any unethical and / or improper practice(s) taking place in the Company for appropriate action and reporting. Through this policy the Company provides the necessary safeguards to all Whistle Blowers for making in good faith.

30. Disclosure under The Sexual Harassment of Women At Workplace (Prevention, Prohibition And Redressal) Act, 2013:

Your Company has in place a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The policy has set guidelines on the redressal and enquiry process that is to be followed by the complainants. While dealing with issues related to sexual harassment at the workplace towards any women employees secrecy will be maintained and no women employee will be subjected to any kind of harassment and other mean of in-convinces for raising and issue or pointing out unethical behavior. All women employees (permanent, temporary, contractual and trainees) are covered under this policy. All employees are treated with dignity with a view to maintain an environment free of sexual harassment whether physical, verbal or psychological.

It is further reported that no women employee during the year under review has approach the management for having a sexual harassment complaint.

31. Risk management policy:

As a company during the year under review has pursuant to the requirement of regulation of the Listing Obligation and Disclosure Requirement, has constituted a Risk Management Policy. The details of the Policy are updated on company website and managerial employee of the company is properly informed about their role and responsibility as per this policy even they has been provide a formal training of how to identify the risk, actions need to be taken to mitigate the risk, risk avoidance technique etc.

32. Policy for determining Materiality:

In pursuance of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the company has adopted this policy for determination of materiality based on the criteria mentioned in the said regulation ("Material Information") and that the information has been and is being promptly forwarded to the Stock Exchange.

33. Policy on Preservation of Documents:

In terms of Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") the Board has adopted this Policy for Preservation of Documents, as required under applicable regulations, adhering to the following mandatory provisions.

To determine preservation period for records/documents based on their reference value and legal requirements. The following aspects are considered while arriving at the preservation period:

1. Companys own information retrieval needs (reference value)

2. Statutory requirements under respective statutes.

3. Litigation requirements

4. To ensure easy retrieval.

5. To ensure that unwanted records do not occupy storage space.

34. Regulation 30(5)-Disclosure of events or information:

One or more Key Management Personnel would be authorized for the purpose of making disclosures to the Stock Exchanges under this Regulation and the contact details of such personnel shall be also disclosed to the stock exchange as well as on the website of the Company.

35. Archival Policy:

This Policy is framed in compliance of The Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("LODR Regulations") notification dated September 2, 2015 and other circulars as may be specified in this regard.

36. Listing on Stock Exchanges:

Pursuant to the Reg. 109 - SEBI (ICDR) Regulation - 2009 (amendment) and SEBI (Listing Obligations and Disclosure Requirements) Regulations - 2015 which were notified on September 2,2015 with the objective of bringing the framework governing the regime of listed entities in line with the Companies Act, 2013 and as per LODR 2015, a new Listing Obligation and Disclosure

Requirement was executed with BSE Limited. The Annual Listing Fee for the Financial Year 2019-20 has been duly paid within the stipulated time to BSE Limited.

37. Separate Meeting of Independent Directors:

During the year under review, the Independent Directors had, in accordance with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and Regulation 17 of the SEBI (LODR), met separately and discussed and reviewed, inter-alia, the performance of Non-Independent Directors and the Board as a whole after taking into consideration the views of Executive and Non-Executive Directors.

They also assessed the quality, quantity and timeliness of flow of information between the Companys Management and the Board that are necessary for the Board to effectively and reasonably perform its duties. All the Independent Directors were present at the Meeting.

38. Corporate Governance Certificate:

As per Regulation 15 of Listing Obligation and Disclosure requirement all company whos paid up capital is less than Ten Crore or Net worth less than Twenty-Five Crore are not required to compile Corporate Governance regulations. As the company paid up Capital is less than Ten Crore hence company is exempted from such compliance and it does not need to furnish Corporate Governance Certificate as required.

39. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report as required under the Listing Regulations detailing the review of operations, performance and future outlook of the Company is provided in a separate section forming an integral part of this Report.

40. Internal Financial Report:

The Board has adopted policies and procedures for efficient conduct of business. The Audit Committee evaluates the efficacy and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and strives to maintain the Standard in Internal Financial Control.

41. Personnel:

The industrial relations continued to be cordial at all levels throughout the year. Your Directors wish to thank all the Employees and Workmen of the Company for their contribution, support and continued co- operation throughout the year.

42. Acknowledgements:

Your Directors would like to express their appreciation for the co-operation and assistance received from the Government authorities, bankers, financial institutions, vendors, customers and shareholders during the year under review.

By Order of the Board of Directors

For Neo Infracon Limited

Ankush Mehta Chairman & Managing Director

DIN: 06387976

Place: Mumbai

Date :27/07/2020

ANNEXURE I - Form AOC- 2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) Of the Companies (Accounts) Rules, 2015)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Act including certain arms length transactions under third proviso thereto:

1. Details of material contracts or arrangements or transactions not at arms length basis: Not Applicable

2. Details of material contracts or arrangement or transactions at arms length basis:

Transaction with related parties during the year : (Amount in Rs.)

Particulars March 31, 2020 March 31, 2019
Remuneration
Mr.AnkushN.Mehta -
Mr.BhavikN.Mehta 12,00,000
12,00,000
Rent Paid
Neo Builders & Developers
547500 562137
Interest Paid on Loans
Neon Metal ImpexPvt Ltd
14,75,356 8,60,084
Outstanding as on 31st March, 2020 Payable
Naresh K. Mehta 3,51,00,000 3,51,00,000
Dilip K Mehta 1,39,90,499 1,57,90,499
Neo Builders and Developers 4,49,03,111 5,81,811
Neon Metal ImpexPvt Ltd 24,97,820 1,00,97,977
Neo Builder Ltd 9,67,326
9,67,326

Place: Mumbai Date: 27/07/2020

For and on Behalf of Board ofDirectors
Ankush Mehta
Chairman & Managing Director
DIN: 06387976

Annexure - II Form No. MGT 9

EXTRACT OF ANNUALRETURN

As on the financial year ended on March 31, 2020

[Pursuant to Section 92(3) of the Companies Act, 2013 read with The Companies (Management and Administration) Rules, 2014

I. REGISTRATION & OTHER DETAILS :

i CIN L65910MH1981PLC248089
ii Registration Date 09/06/1981
iii Name of the Company M/s. NEO INFRACON LIMITED
iv Category/Sub-category of the Company Company Limited by shares / Indian Non Government Company
v Address of the Registered office & contact details 52/52-A, Nanubhai Desai Road, 9, MuljiThakarsi Building, Sindhi Lane Mumbai - 400 004. Mail Id: anuvinind@gmail.com Ph. No: 022-61453640
vi Whether listed company Yes
vii Name, Address & contact details of the Registrar & Transfer Agent, if any. M/s. Purva Share Registry (India) Private Limited Address: Unit no. 9, Shiv Shakti Ind. Est.J. R. Boricha marg, Opp. Kasturba Hospital Lane, Lower Parel (E), Mumbai - 400 011. Email: usicomp@vsnl.com Tel : 91-22-2301 6761 / 8261

II PRINCIPAL BUSINESS ACTIVITIES OF THECOMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be state

Sl. No. Name & Description of main products/services NIC Code of the Product /service % to total turnover of the company
1 Real estate activities with own or leased property 681 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATECOMPANIES

Sl. No. Name & Address of the Company CIN / GLN Holding / Subsidiary Associate % of Share Held Application Section
1 New-Tech Infrastructure Pvt. Ltd. U45200MH2007PTC169469 Wholly Owned Subsidiary 100 2(87)(ii)
2 Nocil Infrastructure Ltd. U45202MH2008PLC183987 Wholly Owned Subsidiary 100 2(87)(ii)

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as % to total Equity) A) Category-wise Shareholding

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

(i) Category of Shareholders as on 31.03.2020 Demat

Physic al

Total

%of Total Share s

Demat

Physic al

Total

%of Total Shares

chang e durin g the year

% chang e durin g the year

A. Promoter
(1) Indian
a) Individual/HUF 23172 71 0

231727 1

43.67

246014 9

0

24601 49

46.36

1428 78

6. 17

b) Central Govt. or State Govt. 0 0

0

0

0

0

0

0

0

0

c) Bodies Corporates 0 0

0

0

0

0

0

0

0

0

d) Bank/FI 0 0

0

0

0

0

0

0

0

0

e) Any other 0 0

0

0

0

0

0

0

0

0

SUB TOTAL:(A) (1)

23172 71

0

231727 1

43.67

246014 9

0

24601 49

46.336

0

6.17

2) Foreign
a) NRI- Individuals 0 0

0

0

0

0

0

0

0

0

b) Other Individuals 0 0

0

0

0

0

0

0

0

0

c) Bodies Corp. 0 0

0

0

0

0

0

0

0

0

d) Banks/FI 0 0

0

0

0

0

0

0

0

0

e) Any other… 0 0

0

0

0

0

0

0

0

0

SUB TOTAL (A) (2) 0 0

0

0

0

0

0

0

0

0

Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 23172 71 0

231727 1

43.67

246014 9

0

24601 49

46.36

1428 78

6.1 7

B. Public
Shareholding
(1) Institutions
a) Mutual Funds 0 0

0

0

0

0

0

0

0

0

b) Banks/FI 0 0

0

0

0

0

0

0

0

0

c) Central Govt 0 0

0

0

0

0

0

0

0

0

d) State Govt. 0 0

0

0

0

0

0

0

0

0

e) Venture Capital Fund 0 0

0

0

0

0

0

0

0

0

f) Insurance Companies 0 0

0

0

0

0

0

0

0

0

g) FIIS 0 0

0

0

0

0

0

0

0

0

h) Foreign Venture Capital Funds 0

0

0

0

0

0

0

0

0

0
i) Others (specify) 0

0

0

0

0

0

0

0

0

0
SUB TOTAL (B)(1): 0

0

0

0

0

0

0

0

0

0
(2) Non Institutions
a) Bodies Corporates 90645 6

13000

919456

17.33

901343

130 00

91434 3

17.23

-5113

-0.56
ii) Overseas 0

0

0

0

0

0

0

0

0

0. 00
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.2 lakhs 26752 4

481600

749124

14.12

724384

0

72438 4

13.65

- 2474 0

- 3. 30
ii) Individuals shareholders holding nominal share capital in excess of Rs. 2lakhs 83905 2

0

839052

15.81

906730

0

90673 0

17.09

6767 8

8.0 7
c) Others (specify) 0

0

0

0

0

0

0

0

0

0
N.R.I. (NON-REPAT) 0

0

0

0

0

0

0

0

0

0
N.R.I. (REPAT)

27749 6

0

277496

5.23

277496

0

27749 6

5.23

0

0
Foreign Corporate 0

0

0

0

0

0

0

0

0

0
Bodies Hindu Undivided 14968

0

14968

0.28

10577

0

10577

0.20

-4391

-
Family 29.34
Employee

-

-
Clearing Members

18943 3

0

189433

3.41

13121

0

13121

0.25

1763 12

93.07
Depository Receipts 0

0

0

0

0

0

0

0

0

0

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

chang e % chang e
(i) Category of Shareholders as on 31.03.2020 Demat

Physic al

Total % of Total Share s Demat

Physic al

Total % of Total Share s durin g the year durin g the year
-
SUB TOTAL (B)(2):

24949 29

494600

298952 9 56.33

283365 1

1300 0 28466 51 53.64 1428 78 -4.78
Total Public Shareholding (B)= (B)(1)+(B)(2) 24949 29

494600

298952 9 56.33

283365 1

1300 0 28466 51 53.64 - 1428 78 -4.78
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0.00 0 0 0 0.00 0 0.00
Grand Total (A+B+C) 48122 00

494600

530680 0 100.0

529380 0

1300 0 53068 00 100.0 0 0

B) Shareholding of Promoters

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year

SI. No. Shareholders Name No. of Shares % of total Share s of the compa ny % of Shares Pledged/ Encumb ered to total shares No. of Shar es % of total Share s of the compa ny % of Shares Pledged/ Encumb ered to total shares % change in sharehold ing during the year
1 Dilipkumar Keshrimal Mehta 616,400 11.62 0 616,4 00 11.62 0 0
2 Naresh Kesarimal Mehta 605,000 11.40 0 605,0 00 11.40 0 0
3 SangeetaNaresh Mehta 321,900 6.07 0 321,9 00 6.07 0 0
4 Pinky Dilip Mehta 241,800 4.56 0 241,8 00 4.56 0 0
5 AnkushNaresh Mehta 205,879 3.88 0 218,0 79 4.11 0 5.93
6 Bhavik N Mehta 91,397 1.72 0 139,8 97 2.64 0 53.07
7 Karina N Mehta 95,895 1.81 0 126,0 92 2.38 0 31.49
8 Dhruvi D Mehta 139,000 2.62 0 190,9 81 3.60 0 37.40
TOTAL 2,317,271 43.67 0 2,460, 149 46.36 0 6.17

C) Change In Promoters Shareholding As on The Financial Year Ended March 31, 2020

Shareholding at the beginning of the year

Cumulative Shareholding during the year

Particulars No. of Shares % of total shares the Company No. of Shares % of total shares the Company
At the beginning of the year 2,317,271 43.67
Date wise Increase/Decrease in
Promoters shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer/bonus/sweat equity, etc.) 142,878 2.69

Not Applicable

At the end of the year 2,460,149 46.36

D) ShareholdingPatternofTopTenShareholdingforTheFinancialYearEndedMarch31,2020

Shareholding at the beginning of the year

Shareholding at the end of the year

SI. No Shareholders Name No. of Shar es % of total shares the Company No. of Shar es % of total shares the Company
1 Neuro Properties Private Limited 359968 6.78 359968 6.78
2 Noen Estates And Properties Private 317079 5.97 317079 5.97
3 VirendraGayaprasadGarg 263500 4.97 263500 4.97
4 MukeshRaghumalChetwani 261491 4.93 261491 4.93
5 Maple Venture Services Pvt Ltd 207290 3.91 207290 3.91
6 Balance Equity Broking (India) 176670 3.33 0 3.33
7 SapnaGarg 244900 4.61 168400 3.17
8 Mathew K Cherian 0 0 155577 2.93
9 Laila Mathew 87259 1.64 87259 1.64
10 Seema Dinesh Jain 62074 1.17 74000 1.39
Total 1,980,231 37.30 1,894,564 35.70

E) Shareholding Pattern of Directors and Key Managerial Personnel

SI . No . For Each of the Top Ten Shareholders Name No. of Shares held at the Beginning of the year 01/04/2019 No. of Shares held at the end of the year 31/03/2020
No. of Shares % of total shares the Company Date Incre ase/ Decre ase in Shar e- holdi ng Reaso n No. of Shares % of total shares the Company
1 Naresh Keshrimal Mehta 605,000 11.40 - - - 605,00 0 11. 40
2 Ankush Nareshkumar Mehta 205,879 3.88 - - - 218,07 9

4.1 1

3 Varisha Ramesh Kanungo 0 0 - - - 0 0
4 Rajen Bachubhai Mehta 0 0 - - - 0 0
5 Bohman JamshedIrani (Since Resigned) 0 0 - - - 0 0
6 Dilipkumar Keshrimal Mehta 616,400 11.61 - - - 616,40 0 11. 61
7 Rahul Ramesh Kanungo 0 0 - - - 0 0
8 Nitesh Milapchand Jain 0 0 - - - 0 0
9 Bhavik Naresh Mehta 91,397 1.72 139,897 2.64
Total 1,518,676 28.61 - - - 1,579,3 76 29. 76

IV)INDEBTEDNESS OF THE COMPANY INCLUDING INTEREST OUTSTANDING / ACCRUED BUT NOT DUE FOR PAYMENT

Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
(i) Principal Amount - 87,690,499 - 87,690,499
(ii) Interest due but not paid - 1,463,212 - 1,463,212
(iii) Interest accrued but not due - - - -
Total (i+ii+iii) - 89,153,711 - 89,153,711
Change in Indebtedness during the financial year
Addition - - - -
Reduction - (20,947,571) - (20,947,571)
Net Change - (20,947,571) - (20,947,571)
Indebtedness at the end of the financial year
(i) Principal Amount - 67,261,140 67,261,140
(ii) Interest due but not paid - 945,000 - 945,000
(iii) Interest accrued but not due
Total (i+ii+iii) Nil 68,206,140 Nil 68,206,140

V) REMUNERATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL

A) Remuneration to Managing Director, Whole-time Directors and/or Manager

Sl. No . Particulars Name of MD / WTD / Manager Mr. Ankush Mehta Total Amount (in Rs.)
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961. - 300000
(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 - -
(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961 - -
2 Stock option - -
3 Sweat Equity - -
4 Commission - -
as % of profit - -
others (specify) - -
5 Others, please specify - -
Total (A) - 0
Ceiling as per the Act N.A N.A

B) Remuneration to other Directors

Name of Directors

Sl. No. Particulars of Remuneration Total Amou nt (in Rs. Lacs)
1 Independent Directors
(a) Fee for attending board committee meetings - - - - - -
(b) Commission - - - - - -
(c ) Others, please specify - - - - - -
Total (1) Nil Nil Nil Nil Nil Nil
Other Non Executive
2
Directors
(a) Fee for attending board committee meetings - - - - - -
(b) Commission - - - - - -
(c) Others please specify. - - - - - -
Total (2) Nil Nil Nil Nil Nil Nil
Total (B)=(1+2) Nil Nil Nil Nil Nil Nil
Total Managerial Nil Nil Nil Nil Nil Nil
Remuneration
Overall Ceiling as per the Act. N. A

VI) PENALTIES / PUNISHMENT/ COMPOUNDING OFOFFENCES

Type Section of the Companies Ac t Brief Descripti on Details of Penalty/ Punishment/ Compounding fees imposed Authority [RD / NCLT / COURT] Appeal made, if any (give details)
A. COMPANY
Penalty NONE
Punishment
Compounding
B. DIRECTORS
Penalty NONE
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment NONE
Compounding
For and on behalf of the Board of Directors
ANKUSH BHAVIK
MEHTA MEHTA
(Managing (Director)
Director)

Place: Mumbai

Date:27/07/2020