Neo Infracon Ltd Directors Report.

Your Directors have pleasure in presenting their 36th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2019.

Financial Summary or performance of the company:

STANDALONE CONSOLIDATED

(In Rs.)

PARTICULARS YEAR ENDED 31.03.2019 YEAR ENDED 31.03.2018 YEAR ENDED 31.03.2019 YEAR ENDED 31.03.2018
Revenue from operations 2,054,034 27,775,500 2,054,034 37,775,500
Revenue from Other Income 4,551,343 5,269,787 9,344,623 4,158,467
Total Income 6,605,377 33,045,287 11,398,657 41,933,967
Profit/(loss) before Financial Expenses, Preliminary expenses, Depreciation and Taxation 3,931,886 3,068,374 3,474,735 (2,028,059)
Less: Financial expenses 525,000 533,049 18,068,892 17,599,735
Operating profit/(loss) before Preliminary expenses, Depreciation & Taxation 3,406,886 2,535,325 (14,594,157) (19,627,794)
Less: Depreciation & Preliminary expenses written off 9221 19,345 1,504,515 1,505,776
Profit before Taxation 3,397,665 2,515,980 (16,098,672) (21,133,570)
Less : Provision for Taxation
Current Tax 1,200,000 930,000 1,230,000 1,004,000
Short/(Excess) tax provision for earlier years 469016 32,240 475,318 15,384
Deferred Tax (383) (4557) (140,227) (156,045)
Profit after Taxation 1,729,032 1,558,297 (17,663,762) (21,996,909)
Add: Balance brought forward 9,517,386 7,959,089 (15,323,689) 6,673,220
Profit available for appropriation 11,246,419 9,517,386 (32,987,451) (15,323,689)

1. Review of Operations:

The performance of the company during the year was satisfactory. The company during the year has posted a Turnover of Rs. 6,605,377 as against Rs. 33,045,287 during the previous year. The Consolidated turnover of the Company was Rs. 11,398,657 as against Rs. 41,933,967 in 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. Dividend

Your directors propose not to declare dividend in financial year 2018-19 to keep profit for future business opportunities your directors do not recommend any dividend for the year.

3. Reserves

The Board of Directors of the Company has decided to transfer all current year profit earned by the Company in to reserve of the Company for consolidation of resources and better performance in the future.

4. Transfer to Reserve:

Your Company proposed to transfer all profit which is Rs.1,729,032/- to the General Reserve for the year under review.

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, 2019 the Board comprised six Directors including one Woman and independent Directors. The board comprised six directors including one woman independent director and two independent director.

B. Changes in Directors and Key Managerial Personnel:

During the year under review, the Mr. Ankush Mehta retire by rotation but being eligible for re- appointment. Mr. Ankush Mehta was promoted as Managing Director and Chairman of the Company and Mr. Bhavik Mehta was appointed as Director of the Company. Mr. Naresh Mehta and Mr. Dilip Mehta have been resigned from Managing Director and Whole time Director of the Company but Mr. Dilip Mehta will continue as CFO of the Company. Above appointment has been done after recommendation of appointed person by the Nomination and Remuneration Committee of the company and as per applicable qualification per given in Companies Act, 2013. Stock exchange has been intimated properly from time to time any such appointment and resignation.

The Company is controlled and managed by Mr. Ankush Mehta as Managing Director of the Company, Mr. Dilip K Mehta as Chief Finance Controller of the Company .

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

Name of Director Designation & Category of Directorship No. of Board Meeting attended
NARESH KESHRIMAL MEHTA Managing Director 4
ANKUSH NARESHKUMAR MEHTA Non-Executive Director 4
RAJEN BACHUBHAI MEHTA Non-Executive Independent Director 4
VARISHA RAMESH KANUNGO Non-Executive Independent Director 4
BOHMAN JAMSHED IRANI Non-Executive Independent Director 1
DILIP KESHRIMAL MEHTA Executive Director and Chief Financial Officer 5
RAHUL KANUNGO Non-Executive Independent Director 1
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, 2013 The company has four Independent Director of its as a set of Practice Company 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.

6. Board Evaluation:

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, 2018; 14th August, 2018; 14th November, 2018; 14th February, 2019 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, Stakeholders Grievance Committee and Committee of Board of Directors. 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 have been furnished in Corporate Governance for the year ended 31 March 2019.

8. Remuneration Policy:

The Board, has, on the recommendation of the Nomination and Remuneration Committee, 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. The Remuneration Policy is stated in the Corporate Governance Report.

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 (FY 19) 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. Subsidiary Companies and Consolidated Financial Statements:

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.

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, 2019, 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, 2019 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. Share Capital:

The Issued, Subscribed and Paid Up equity share capital of the company as on March 31, 2019 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.

15. 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.

16. 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.

17. 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.

18. 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.

19. 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.

20. 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.38,610,361 as investment is made to Wholly Owned Subsidiary hence section 186(3) is not applicable to such loan and advances. Except this loan 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.

21. 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.

22. 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.

23. Statutory Auditors:

The company auditor M/S. D. Kothary & Co. Chartered Accountants has been appointed as a company statutory auditor for five Annual General Meeting held on 23/09/2015 subject to ratification of member at each AGM.

24. 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. DKOTHARY&CO Charted Accountants to undertake the Statutory Audit of the Company for the financial year 2018-2019. 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.

25. 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. Paresh D Pandya & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2018-2019. 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.

26. 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.

27. Audit Committee:

During the year under Review Company have Four Audit Committee Meetings on 30th May, 2018; 14th August, 2018; 14th November, 2018; 14th February, 2019. 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.

Directors attendance record of Audit committee

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

28. 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;

Directors attendance record of Nomination and Remuneration Committee:

Sr. No. Name of Director Designation & Category of Directorship No. of Nomination and Remuneration Committee Meeting entitled to attended No. of Nomination and Remuneration Committee Meeting attended
1 Mr. Rajen Mehta Non-Executive Independent Director 1 1
2 Mr. Ankush Mehta Non-Executive Director 1 1
3 Ms. Varisha Kanungo Non-Executive Independent Director 1 1

* Resigned from the company

A. 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.

Directors attendance record of Stakeholder Relationship Committee:

Sr. No. Name of Director Designation & Category of Directorship No. of Stakeholder Relationship Committee Meeting entitled attended No. of Stakeholder Relationship Committee Meeting attended
1 Mr. Rajen Mehta Non-Executive Independent Director 4 4
2 Mr. Ankush Mehta Non-Executive Director 4 4
3 Mr. Dilip Mehta Executive 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. 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.

35. 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.

36. 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.

37. 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.

38. 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.

39. 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.

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.

For and on behalf of the Board of Directors
Place: Mumbai Ankush Mehta Bhavik Mehta
Date: 14th August 2019 (Managing Director) (Director)