To,
The Members of
Setubandhan Infrastructure Limited
Directors have pleasure in presenting their 25thAnnual
Report on the business and operations of the Company along with the Audited Financial
Statements of the Company for the financial year ended on March 31, 2021.
1. FINANCIAL HIGHLIGHTS
(Rs. in Lakhs)
| Financial Results and
Appropriations |
Standalone |
Consolidated |
| Year ended 31/03/2022 |
Year ended 31/03/2021 |
Year ended 31/03/2022 |
Year ended 31/03/2021 |
| Revenue from Operations |
9066.78 |
4610.20 |
11017.51 |
5589.39 |
| Other Income |
27.45 |
43.77 |
29.87 |
170.93 |
| Total Revenue |
9094.23 |
4653.97 |
11047.38 |
5760.32 |
| Profit/Loss Before Tax (PBT) |
(564.98) |
(2771.99) |
(562.92) |
(2841.96) |
| Less: Taxation |
47.99 |
(25.99) |
25.94 |
(25.94) |
| Net Profit after Tax (PAT)/Loss |
(612.97) |
(2797.98) |
(611.73) |
(2857.91) |
| Other Comprehensive income (net of tax) |
0.17 |
5.27 |
0.17 |
5.27 |
| Total comprehensive income for the
year |
(612.80) |
(2792.71) |
(611.57) |
(2852.64) |
Note: The Company discloses financial results on a quarterly basis of
which results are subjected to limited review and publishes audited financial results on
an annual basis. The Financial Statements as stated above are also available on the
website of the Company at www.prakashconstro.com.
2. FINANCIAL PERFORMANCE Consolidated
During the year under review, the Company recorded consolidated total
revenue of Rs. 11047.38 lakhs as compared to Rs. 5760.32 lakhs for the previous year and
Net loss for the year stood at Rs. 611.73 lakhs for the year under review as compared to
Rs. 2797.98 lakhs for the previous year.
Standalone
During the year under review, the Company recorded total revenue of Rs.
9094.23 Lakhs as compared to Rs. 4653.97 lakhs for the previous year and Net Loss for the
year stood at Rs. 612.97 lakhs for the year under review as compared to Rs. 2797.98 lakhs
for the previous year.
3. NATURE OF BUSINESS
The Company is engaged in the activities of Construction of buildings
carried out on own- account basis or on a fee or contract basis / Project Supply. There
was no change in nature of the business of the Company, during the year under review.
4. MATERIAL CHANGES AND COMMITMENTS
No such material changes and commitments were reported during the year.
5. DIVIDEND
Keeping in view need to conserve resources of the Company, Directors
are constrained not to recommend any dividend for the year under review.
6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has Two subsidiary companies named Unique Vastu Nirman
& Projects Private Limited and Bhumit Real Estate Private Limited. However company
sold off stake in Bhumit Real Estate Private Limited on 30.06.2022. A statement containing
brief financial details of the subsidiaries is included in the Annual Report.
As required under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, a consolidated financial statement of the Company and its
subsidiary is attached. The consolidated financial statements have been prepared in
accordance with the relevant accounting standards as prescribed under Section 129 (3) of
the Act. These financial statements disclose the assets, liabilities, income, expenses and
other details of the Company and its subsidiary.
Pursuant to the provisions of Section 129, 134 and 136 of the Companies
Act, 2013 read with rules framed thereunder and pursuant to Regulation 33 (3) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company had
prepared consolidated financial statements of the company and its subsidiaries and a
separate statement containing the salient features of financial statement of subsidiaries,
joint ventures and associates in Form AOC-1 forms part of the Directors Report as Annexure
-I.
7. DIRECTORS RESPONSIBILITY STATEMENT
As stipulated in Section 134(3)(c) read with sub-section (5) of the
Companies Act, 2013, to the best of their knowledge and ability state that:
a) In preparation of Annual Accounts, the applicable accounting
standards have been followed along with proper explanation relating to material
departures;
b) The Directors have selected such 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 at the end of the
financial year and of the profit or loss of the Company for that period;
c) The Directors have taken proper and sufficient care for the
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 Directors have prepared the annual accounts for the year ended
March 31, 2022 on going concern basis;
e) The Directors have laid down the internal financial controls to be
followed by the Company and that such Internal Financial Controls are adequate and were
operating effectively; and
f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were adequate and operating
effectively.
8. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1
and SS-2, relating to Meetings of the Board of Directors and General Meetings,
respectively, have been duly followed by the Company.
9. CORPORATE GOVERNANCE
Company recognizes the importance of Good Corporate Governance, which
is the tool of building strong and everlasting beneficial relationship with customers,
suppliers, bankers and more importantly with the investors. Corporate Governance is
strongly driven by our values such as quality, commitment, customer orientation and
integrity.
Our Corporate Governance Report for fiscal 2022 forms an integral part
of this Annual Report, together with the Certificate from the auditors of the Company
regarding compliance with the requirements of Corporate Governance as stipulated in
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
10. MANAGEMENT DISCUSSION AND ANALYSIS
Managements Discussion and Analysis Report for the year under review,
as stip ulated under Regulation 34 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations"), is presented in a separate section, forming part of the Annual Report.
11. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The members of the Board of Directors of the Company are of proven
competence and integrity. Besides having financial literacy, experience, leadership
qualities and the ability to think strategically, the Directors have a significant degree
of commitment to the Company and devote adequate time for the meetings, preparation and
attendance.
Appointment
There was no appointment during the year under review.
Cessation
Prashant Borse resigned with effect from 23.03.2022.
Retirement by rotation
In accordance with the provisions of the Companies Act, 2013 and
Articles of Association of the Company, Ms. Prachi Jaju (DIN: 05264625), Executive
Director of the Company retire by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment, subject to the approval of the Members of the
Company. The Board recommends the re-appointment of Ms. Prachi Jaju for your approval. A
brief Resume is attached with the Notice of Annual General Meeting.
Board Independence
‘Independence of Directors means as defined in Regulation 16(b)
of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013. Based on
the confirmation / disclosures received from the Directors and on evaluation of the
relationships disclosed, the following Non-Executive Directors are Independent:
a) Mr. Shankar Rathi
b) Ms. Jyoti Rathi
c) Mr. Suresh Sarda
Declaration by Independent Directors
The Company has received declarations from all the independent
directors of the Company that they meet the criteria of independence as provided under
Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015.
Key Managerial Personnel
The following persons have been designated as Key Managerial Personnel
of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules
framed thereunder.
Mr. Prakash Laddha - Whole Time Director & Chief Financial Officer
Policy on Directors Appointment and Remuneration
The current policy is to have an appropriate mix of executive and
independent directors to maintain the independence of the Board and separate its functions
of governance and management. The Board consists of four members, two of whom are
independent directors. The Companys policy on directors appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed in the corporate
governance report.
Board Evaluation
The Company has devised a Board Evaluation Framework for performance
evaluation of Independent Directors, Board, Non-Independent Directors and Chairman of the
Company. Pursuant to this framework, the Board has carried out the annual evaluation of
its own performance as well as the evaluation of the working of its Committees and
individual Directors, including Chairman of the Board. This exercise was carried out
through a structured questionnaire prepared separately for Board, Committee and individual
Directors.
The Board acknowledged certain key improvement areas emerging through
this exercise and action plans to address these are in progress. The performance
evaluation of the Non-
Independent Directors including Chairman was carried out by the
Independent Directors at a separate meeting of the Independent Directors on February 11,
2022. The Nomination and Remuneration Committee has further carried out evaluation of all
Directors including Independent Directors. The report of performance evaluation so arrived
at was then noted and discussed by the Nomination and Remuneration Committee.
12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information relating to Conservation of Energy, Technology Absorption
and Foreign Earning and Outgo, as required under Section 134(3)(m) of the Companies Act,
2013 read together with Rule 8(3) of the Companies (Accounts) Rules, 2014 forms part of
this Report as Annexure II.
13. EXTRACTS OF ANNUAL RETURN
As required under Section 134(3)(a) and sub-section (3) of Section 92
of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration)
Rules, 2014, the Extract of the Annual Return as at March 31, 2022 is put up on the
Companys website and can be accessed at www.prakashconstro.com.
14. PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
In accordance with the provisions of Sec. 197(12) of the Companies Act,
2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 as amended is not applicable to the Company as there was
no employee drawing remuneration of Rs.1 crore and 2 lakhs per annum or Rs. 8 lakhs and 50
thousand per month during the year ended March 31, 2022.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure
forming part of this report. Further, the report and the accounts are being sent to the
members excluding the aforesaid annexure. In terms of Section 136(1) of the Act, the said
annexure is open for inspection at the Registered Office of the Company. Any shareholder
interested in obtaining a copy of the same may write to the Company Secretary
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
No related party transactions that were entered during the financial
year. There are no materially significant related party transactions made by the company
with Promoters, Key Managerial Personnel or other designated persons which may have
potential conflict with interest of the company at large. Accordingly, the disclosure of
related party transaction as require under Section 134(3)(h) of the Companies Act, 2013 in
form AOC- 2 is not applicable.
16. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
There has not been an occasion in case of the Company during the year
to transfer any sums to the Investor Education and Protection Fund.
17. AUDITORS Statutory Auditors
The Board appointed M/s. Grandmark & Associates as Statutory
Auditors of the company w.e.f. 30.11.2020 and members approved their appointment by
resolution passed via postal ballot dated 03.03.2021 for term of five years.
The Notes to the financial statements referred in the Auditors Report
are self-explanatory and therefore do not call for any comments under Section 134 of the
Companies Act, 2013. The Auditors Report does not contain any qualification, reservation
or adverse remark. The Auditors Report is enclosed with the financial statements in this
Annual Report.
Disclosure of total fees paid to Statutory Auditor, on a consolidated
basis
During the Financial Year 2021-22 total amount of Rs. 3.00 lakhs paid
to Statutory Auditors, on consolidated basis.
Secretarial Auditor
The Board appointed Ms. Madhura Ubale (FCS No:9338, COP No:25038),
Practicing Company Secretary, Nashik to conduct Secretarial Audit for the Financial Year
2021-22. The Secretarial Audit Report for the financial year ended March 31, 2022 is
annexed herewith marked as Annexure I to this Report.
Annual Secretarial Compliance Report
SEBI vide its Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019
read with Regulation 24(A) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, directed listed entities to
conduct Annual Secretarial compliance audit from a Practicing Company Secretary of all
applicable SEBI Regulations and circulars/guidelines issued thereunder.
The said Secretarial Compliance report is in addition to the
Secretarial Audit Report by Practicing Company Secretaries is required to be submitted to
Stock Exchanges within 60 days of the end of the financial year.
The Company has engaged the services of Ms. Madhura Ubale (FCS No:9338,
COP No:25038), Practicing Company Secretary, Nashik and Secretarial Auditor of the Company
for providing this certification.
18. DEPOSITS
During the year, there is no amount on account of principal or interest
on public deposits was outstanding as on the date of the Balance Sheet. Hence there are no
particulars to report about the deposit falling under Rule 8 (5)(v) and (vi) of Companies
(Accounts) Rules, 2014.
19. LISTING AT STOCK EXCHANGE
The Equity Shares of the Company continue to be listed on the BSE
Limited and National Stock Exchange of India Limited.
20. SIGNING OF THE FINANCIAL STATEMENTS
This is to inform you that the Company has approved and authenticated
its Audited Financial Results for the year ended March 31, 2022 in the Board meeting duly
held on May 30, 2022, which is well within the statutory time limits as prescribed in the
Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
21. SIGNIFICANT & MATERIAL ORDERS
No significant or material orders have been passed against the Company
by the Regulators, Courts or Tribunals, which impacts the going concern status and
companys operations in future.
22. OTHER DISCLOSURES Share Capital
The Paid-up Equity Share Capital as at March 31, 2022 stood at Rs.
1256.78 lakhs. During the year under review, there were no changes which have taken place
in the authorized and paid-up share capital of the Company.
Meetings of the Board of Directors
Five meetings of Board of Directors were held during the year.
Particulars of meetings held and attended by each Director are detailed in the Corporate
Governance Report, which forms part of this Report.
Audit Committee
The Audit Committee comprises of Mr. Shankar Rathi, Independent
Director (Chairman), Mr. Prakash Laddha, Executive Director and Ms. Jyoti Rathi,
Independent Woman Director. During the year all the recommendations made by the Audit
Committee were accepted by the Board. In Conformity with the requirements of Regulation 18
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with
Section 177 of the Companies Act, 2013, as applicable, the strength of the Audit Committee
is adequate.
Corporate Social Responsibility (CSR)
The Company has framed a CSR policy in compliance of the relevant
provisions of the Companies Act, 2013 and the same is uploaded on the website of the
Company www.prakashconstro.com.
Particulars of Loan given, Investments made, Guarantee given and
Security Provided
Particulars of loan given, investments made, guarantees given and
securities provided covered under the provisions of Section 186 of the Companies Act, 2013
are provided in the notes to the Financial Statements.
Internal Financial Controls
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, work performed by the Statutory
Auditors and the reviews performed by Management and the relevant Board Committees,
including the Audit Committee, the Board is of the opinion that the Companys internal
financial controls were adequate and effective during the financial year 2021-22.
Internal Control Systems
Adequate internal control systems commensurate with the nature of the
Companys business and size and complexity of its operations are in place and have been
operating satisfactorily.
Risk Management Policy
The Board of Directors of the Company has put in place a Risk
Management Policy which aims at enhancing shareholders value and providing an optimum
risk-reward trade off. The risk management approach is based on a clear understanding of
the variety of risks that the organisation faces, disciplined risk monitoring and
measurement and continuous risk assessment and mitigation measures.
Vigil Mechanism & Whistle Blower Policy
The Company has a Vigil mechanism & Whistle blower policy under
which the employees are free to report violations of applicable laws and regulations and
the Code of Conduct. The reportable matters may be reported to the Vigilance & Ethics
Officer which operates under the supervision of the Audit Committee, as protected
disclosures through an email, or dedicated telephone line or a written letter. Employees
may also report directly to the Chairman of the Audit Committee. The said Policy is
available on the website of the Company at
http://www.prakashconstro.com/pdf/VIGIL_MECHANISM.pdf.
Policy on Related Party Transactions
The Board of the Company has adopted the Policy and procedure with
regard to Related Party Transactions. The policy envisages the procedure governing the
materiality of Related Party Transactions and dealing with Related Party transactions
required to be followed by Company to ensure compliance with the Law and Regulation. The
said Policy is available on the website of the Company at
http://www.prakashconstro.com/pdf/PCL%20-%20RPT%20Policy.pdf.
Prevention of Sexual Harassment of Women at Workplace
There were no incidences of sexual harassment reported during the year
under review, in terms of the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and Rules made thereunder.
Prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors and designated
employees of the Company. The Code requires pre-clearance for dealing in the Companys
shares and prohibits the purchase or sale of Company shares by the Directors and the
designated employees while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window is closed. The Board
is responsible for implementation of the Code.
23. GENERAL
Directors of the Company states that no disclosure or reporting is
required in respect of the following items as there were no transactions on these items,
during the year under review:
i. Details relating to deposits covered under Chapter V of the Act.
ii. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
iii. Issue of shares (including sweat equity shares) to employees of
the Company under any scheme.
iv. The Company does not have any scheme of provision of money for the
purchase of its own shares by employees or by trustees for the benefit of employees.
v. Neither the Managing Director nor the Whole Time Director of the
Company receives any remuneration or commissions from any of its subsidiaries.
vi. No fraud has been reported by the Auditors to the Audit Committee
or the Board.
24. GREEN INITIATIVES
Electronic copies of the Annual Report 2019-20 and the Notice of the 24th
Annual General Meeting are sent to all members whose email addresses are registered with
the Company / depository participant(s). For members who have not registered their email
addresses, physical copies are sent in the permitted mode.
25. ACKNOWLEDGEMENTS
Your directors wish to place on record and acknowledge their
appreciation for the continued support and co-operation received from Government
Authorities, lending institutions, and esteemed shareholders of the company. Directors
also record their appreciation for the total dedication of the employees.
| For an on behalf of the Board of Directors |
|
|
|
Sd/- |
Sd/- |
| Date : September 06, 2021 |
Prakash Laddha |
Prachi Jaju |
| Place : Nashik |
Director |
Director |
+91-9892691696
