| Dear Members,
We are please to present 26th Annual Report of the company and the
Audited Statement of account for the year ended 31st March 2015.
Summary of financial results is given below.
1. PERFORMANCE OF THE COMPANY (In Rs.)
Particulars Year Ended Year Ended
March 2015 March 2014
Total Income 12,54,81,378 12,43,83,369
Total Expenditure 16,04,10,057 12,35,64,213
Profit before Tax (3,49,28,679) 8,19,156
Less: Current Tax /Deferred Tax - -
Profit after Tax (3,49,28,679) 8,19,156
Balance Brought forward (3,02,20,751) (3,10,39,907)
Balance carried forward to Balance Sheet (6,51,49,430) (3,02,20,751)
The Company has achieved a turnover of Rs. 12,90,89,231/- during the
year under report as compared to Rs.12,98,92,388/- during the previous
year reflecting a decrease of 0.61 % over the previous year. The net
Loss of the Company during the year amounted to Rs.3,49,28,679/-
compared to net Profit of Rs.819,156 /- in the previous year.
2. DIVIDEND
Your Directors regret their inability to recommend any Dividend for the
year under review.
3. FIXED DEPOSITS
During the year, the Company has not accepted any deposits from the
public and as such, there are no outstanding deposits in terms of the
Companies (Acceptance of Deposits) Rules, 2014.
4. COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR
ADVERSE REMARK OR DISCLAIMER MADE BY THE COMPANY SECRETARY IN PRACTICE
IN HIS SECRETARIAL AUDIT REPORT
In respect of observation of Company Secretary in their Audit Report
for non filing of first quarter Result with ROC which is since repealed
and non-filing of Return of Foreign Liabilities and Assets for the year
under review your Directors states that the same has happened
inadvertently and effective steps has been taken to ensure
non-occurrence in the future.
5. EXTRACT OF ANNUAL RETURN
As per provision of Section 134 of the Companies Act, 2013, the details
forming part of the extract of the Annual Return is attached to this
Report as "Annexure I" in Form MGT-9.
6. DIRECTORS
The Board of Directors had appointed Mrs. Suman Chakravarthi as a Woman
(Additional) Director w.e.f. 31st March, 2015, pursuant to the
provisions of Companies Act, 2013 and Listing Agreement entered with
the Stock Exchanges. In terms of Section 161(1) of the Act, Mrs.
Chakravarthi shall hold office upto Annual General Meeting of the
Company. The Company has received a requisite notice in writing from a
member proposing the candidature of Mrs. Chakravarthi for appointment
as a Non Executive Director of the Company. Her appointment is
appropriate and in the best interest of the Company.
The Board of Directors had appointed Mr Jagdishchandra Hansraj Ghumara
as a Additional Director w.e.f. 18th May, 2015, pursuant to the
provisions of Companies Act, 2013 and Listing Agreement entered with
the Stock Exchanges. In terms of Section 161(1) of the Act, Mr. Ghumara
shall hold office upto Annual General Meeting of the Company. The
Company has received a requisite notice in writing from a member
proposing the candidature of Mr. Ghumara for appointment as Independent
Director for a tenure of three consecutive years for a term upto 29th
Annual General Meeting . His appointment is appropriate and in the best
interest of the Company.
Mr Mukesh Ambani, Director retires by rotation in terms of provisions
of the Companies Act 2013 at the ensuing Annual General Meeting of the
Company and offers himself for re-appointment. The Board recommends his
re-appointment.
The above named Directors have furnished their respective declarations
in Form DIR-8 pursuant to the provisions of Section 164(2) of the
Companies Act 2013 read with Rule 14 (1) of the Companies (Appointment
and Qualifications of Directors) Rules, 2014.
Further, the Company had noted the resignation of Mr. Bhupendra J.
Ambani from the office of Chairman w.e.f. 7th of April, 2015. The Board
hereby express their sincere appreciation for his services rendered to
the company during his tenure as Chairman.
During the year under review, the Company had appointed Mr. Lavish
Shetty as Company Secretary and Mr. Ganesh Chaturvedi as Chief
Financial Officer w.e.f 31st March, 2015, pursuant to Section 203 of
the Companies Act read with the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014.
However, the company had noted resignation of Mr. Lavish Shetty from
the office of Company Secretary w.e.f. 30th July, 2015. The Management
is in process of finding the suitable candidate on acceptable terms,
for the vacant post of the Company Secretary.
Declaration by Independent Director(s)
The Shareholders of the Company in the Annual General Meeting held as
on 29th September, 2014 had given their consent to appoint Mr. Sandeep
Ravindra Shah and Mr. Ashwin Shah as Independent Directors for the
tenure of Five Years, who are not liable to retire by rotation.
However, the company had noted retirement of Mr. Ashwin Shah from the
office of Director w.e.f. 2nd April, 2015 due to his sad demise. The
Board hereby express their sincere appreciation for his services
rendered to the company during his tenure as director.
The Company had noted the retirement of Mr. Rajnikant Shah from the
office of Director w.e.f. 30th of April, 2015 due pre occupancy in
other work. The Board hereby express their sincere appreciation for his
services rendered to the company during his tenure as Director.
Further, all Independent Directors have given their respective
declarations that they meet the criteria of independence as laid down
under section 149(6) of the Companies Act, 2013.
Number of Meetings of the Board
During the year, Thirteen Board Meetings and one meeting of Independent
Directors were convened and held. The intervening gap between the
meetings was within the period prescribed under the Companies Act 2013.
The details thereof are given in the Corporate Governance Report.
Committees of the Board
During the year, your directors have constituted and renamed wherever
required, the following committees of the Board in accordance with the
requirements of the Companies Act, 2013 and the Listing Agreement. The
composition, terms of reference and other details of all Board level
committees have been elaborated in the report.
1. Audit Committee
The Committee comprises of three Non-executive Directors of which, two
are Independent Directors. The Chairman of the Committee is an
Independent Director. The Committee met 5 times during the year under
review as on on 30th May, 2014, 14th August, 2014, 14th November, 2014,
14th February, 2015 and 31st March, 2015.
Re-Composition of Audit Committee and Number of Meetings during the
year
Sr.No. Names of Members Designation Category of Director
1 Mr. Jagdishchandra Hansraj Chairman Independent
Gumara Non executive
2 Mr. Sandeep R. Shah Member Independent
Non executive
3 Mrs. Suman Ashis Member Non executive
Chakravarthi
All the meetings were chaired by Mr. Ashwin Shah during the year under
review but due to his retirement w.e.f. 2nd April, 2015 due to his sad
demise, Mr. Jagdishchandra Hansraj Gumara was appointed as new chairman
of Audit Committee w.e.f. 30th May, 2015 i.e. the first committee
meeting held during the year under review.
Mrs. Suman Ashis Chakravarthi has been appointed as Director and have
also been appointed Member of Audit Committee w.e.f. 31st March, 2015.
Terms of Reference
The Terms of Reference of this committee cover the matters specified
for Audit Committees under Section 177 of the Companies Act, 2013 and
are as follows:
(A) Oversight of the Company's financial reporting process and the
disclosure of its financial information to ensure that the financial
statement is correct, sufficient and credible.
(B) Recommending the appointment and removal of external auditor,
fixation of audit fee and also approval for payment for any other
services.
(C) Reviewing with management the annual financial statements before
submission to the Board, focusing primarily on:
(a) Any changes in accounting policies and practices.
(b) Major accounting entries based on exercise of judgment by
management.
(c) Qualifications in draft audit report, if any.
(d) The going concern assumption.
(e) Compliance with accounting standards.
(f) Compliance with Stock Exchange and legal requirements concerning
financial statements.
(g) Any related party transactions i.e. transactions of the Company of
material nature, with promoters or the management, their subsidiaries
or relatives, etc. that may have potential conflict with the interests
of Company at large.
(h) Reviewing with the management, External and Internal auditors the
adequacy of Internal Control System.
(i) The Company has in place its own in house internal audit department
to review the adequacy of internal audit function, including the
structure of internal audit department, staff and seniority of
official's heading the department, reporting structure, coverage and
frequency of internal audit.
(j) Reviewing the findings of any internal investigations in the
matters where there is suspected fraud or irregularity or failure of
internal control systems of a material nature and reporting the matter
to the Board.
(k) Discussion with external auditors before the audit commences nature
and scope of audit as well as post-audit discussion to ascertain any
area of concern.
(l) Reviewing the Company's financial and risk management policies.
(m) To look into the reasons for substantial defaults in the payment to
the depositors, debentures holders, shareholders (in case of no
nonpayment of declared dividends) and creditors. The audit committee
assist the Board in the dissemination of the financial information and
in overseeing the financial and accounting processes in the Company.
During the Year, there were no instances where the Board had not
accepted the recommendation of the Audit committee
In order to ensure that activities of the Company and its employees are
conducted in a fair and transparent manner, the Company has adopted a
Whistle Blower Policy & Vigil Mechanism. The details of which are
available on the Company's website www.infra.co.in
2. Nomination and Remuneration Committee
The Committee was renamed as "Nomination and Remuneration Committee" as
required under Section 178 of the Companies Act, 2013. The Committee
comprises of three Non-executive Directors as its members, out of which
two are Independent Directors. The Chairman of the Committee is an
Independent Director.
The Committee has been authorized to determine the remuneration package
for any Executive Directors as well as remuneration payable to the
non-executive Directors from the year to year. The Committee met 3
times during the year on 14th August, 2014, 30th May, 2014 and 31st
March, 2015.
Re-Composition of Nomination and Remuneration Committee and Number of
Meetings during the year:
Sr.No Names of Members Designation Category of Director
1 Mr. Sandeep R. Shah Chairman Independent
Non executive
2 Mrs. Suman Ashis Chakravarthi Member Non executive
3 Mr. Jagdishchandra Hansraj Member Independent
Gumara Non executive
All the meetings during the year under review were chaired by Mr.
Sandeep R Shah. Mr. Bhupendra Ambani and Mr. Aswin Shah resigned from
the membership of the committee w.e.f. 7th April, 2015 and 2nd April,
2015 respectively whereas Mr. Jagdishchandra Hansraj Gumara was
appointed as the member of the Committee w.e.f. 14th August, 2014 i.e.
the first committee meeting held during the year under review.
Mrs. Suman Ashis Chakravarthi has been appointed as Director and have
also been appointed Member of Committee w.e.f. 31st March, 2015.
Nomination and Remuneration policy
The Board had on the recommendation of the Nomination and Remuneration
Committee framed the Nomination and Remuneration Policy to comply with
the provisions of Section 178 of the Companies Act, 2013. The Company's
Nomination and Remuneration Policy has been annexed as 'Annexure II' of
this Report and is also available on Company's' website
www.infra.co.in.
Familiarization Program
On appointment, the concerned Director is issued a Letter of
Appointment setting out in detail, the terms of appointment, duties,
responsibilities and expected time commitments. The details of program
for familiarization of Independent Directors with the Company, their
roles, rights, responsibilities in the Company and related matters are
put up on the website of the Company .
3. Stakeholders' Relationship Committee
The Share Transfer Committee/Investor Grievance Committee has been
renamed as "Stakeholders' Relationship Committee" as required under
Section 178 of the Companies Act, 2013. No meeting of the Committee
held during the year.
The terms of reference of the Committee is to redress Shareholders and
Investors complaints, to review all matters connected with the share
transfers and to review status of legal cases involving the investors
where the Company has been made a party.
The Company's Registrar & Share Transfer Agents, M/s Purva Sharegistry
(India) Private Limited are fully equipped to carry out the transfers
of shares and redress Investor complaints.
Re-composition of the Stakeholders' Relationship Committee is as
follows:
Sr. Names of Members Designation Category
No.
1. Mr. Sandeep Ravindra Shah Chairman Non-Executive,
Independent
2. Mr. Mukesh B. Ambani Member Executive,
Non-Independent
The Committee has been reconstituted pursuant to the provisions of
Section 178 of the Act by change in designation of Mr. Sandeep Shah as
chairman and Mr. Mukesh Ambani as the member of the committee.
Details in respect of Compliance Officer:
Sr.No. Name Designation of Compliance
officer
1 Mr. Mukesh B. Ambani Managing Director
Risk management
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis. These are discussed
at the meetings of the Audit Committee and the Board of Directors of
the Company.
The Company's internal control systems are commensurate with the nature
of its business and the size and complexity of its operations. These
are routinely tested and certified by Statutory as well as Internal
Auditors
Performance Evaluation of the Board
The formal annual evaluation has been done by the board of its own
performance and that of its committee and individual directors on the
basis of evaluation criteria specified in the Nomination and
Remuneration policy of the Company.
The performance evaluation of the Chairman and non-independent
Directors was also carried out by the Independent Directors at their
separate meeting held as on 31st March, 2015 inter alia to:
i. Evaluate the performance of non-independent directors and the Board
as a whole;
ii. Evaluate performance of the Non-executive Chairman of the Company;
and
iii. Evaluate the quality, quantity and timelines of flow of
information between the executive management and the Board.
The suggestions made at the meeting of the Independent Directors were
communicated to the Non- executive Chairman and the Executive Director
for taking appropriate steps. All Independent Directors were present at
the meeting. The Directors expressed their satisfaction with the
evaluation process.
7. STATUTORY AUDITORS AND THEIR REPORT:
Pursuant to the provisions of Sections 139, 141 and other applicable
provisions of Companies Act, 2013 and Rules made there under, the
Company had appointed M/s. Chaturvedi & Shah, Chartered Accountants,
Mumbai, as the Statutory Auditors of the Company. Accordingly, a
resolution seeking appointment is included in notice conveying the
Annual general Meeting.
The comments in the Auditors' Report to the Shareholders for the year
under review are self explanatory and does not need further
explanation.
8. SECRETARIAL AUDITOR AND 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, 2014, the Company has appointed M/s. H P Sanghvi, a
firm of Company Secretaries in practice (C.P. No. 3675) to undertake
the Secretarial Audit of the Company.
The Secretarial Audit Report for the financial year ended 31st March,
2015 is annexed herewith as 'Annexure III' to this Report. The
Secretarial Audit Report contain qualification regarding Non- filing of
E-form MGT-14 for Board Resolution approving Quarterly Financial
Results for the Quarter ended as on June 2014 as required under section
179(3) of the Act read with Rule 8(9) of the Companies (Meetings of
Board and its Powers) Rules, 2014. (Since repealed from 18th March,
2015) and non filing of Annual return on Foreign Liabilities and Assets
for the year ended as on March, 2014 within the due date as required
under Foreign Exchange Management Act, 1999.
9. DISCLOSURES
RELATED PARTY TRANSACTIONS
All transactions entered into with related parties as defined under the
Companies Act, 2013 during the financial year were in the ordinary
course of business and on an arm's length pricing basis and do not
attract the provisions of Section 188 of the Companies Act, 2013. There
were no materially significant transactions with the related parties
during the financial year which were in conflict with the interest of
the Company and hence, enclosing of Form AOC-2 is not required.
Suitable disclosure as required by the Accounting Standard (AS 18) has
been made in the notes to the Financial Statements
PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS:
Details of investments made by the Company have been given in the
Financial Statement.
The Company has not given any guarantee or advanced any loans pursuant
to the provisions of Section 186 of Companies Act, 2013.
CASH FLOW ANALYSIS:
In conformity with the provisions of clause 32 of the listing
agreement, the cash flow statement for the year ended 31.03.2015 is
annexed with the financial statements.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated Under section 134(3)(m)
of the companies act, 2013 read with rule 8(3) of the companies
(accounts) rules, 2014, is Annexed herewith as 'Annexure-A'.
ENVIRONMENT AND POLLUTION CONTROL:
The Company is well aware of its responsibility towards a better and
clean environment. Our efforts in environment management go well beyond
mere compliance with statutory requirements. The Company has always
maintained harmony with nature by adopting eco-friendly technologies
and upgrading the same from time to time incidental to its growth
programs.
Disclosures pertaining to remuneration and other details are required
under Section 197(12) of the Act read with Rule 5(1) and 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 is forming part of the Directors' Report for the year ended 31st
March, 2015 and is attached to this Report and marked as "Annexure IV"
Pursuant to the provisions of Section 136(1) of the Act and as advised,
the statement containing particulars of employees as required under
Section 197(12) of the Act read with Rule 5(1) and 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, will be available for inspection at the Registered Office of the
Company during the business hours on working days and Members
interested in obtaining a copy of the same may write to the Company
Secretary and the same will be furnished on request. Hence, the Annual
Report and the Accounts are being sent to all the Members of the
Company excluding the aforesaid information.
None of the employees listed in the said Annexure is a relative of any
Director of the Company. None of the employees hold (by himself or
along with his/her spouse and dependent children) more than two percent
of the equity shares of the Company.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN
Company has Sexual Harassment Policy in place and available on
Company's intranet portal. During the year under review, there were no
complaints from any of the employee
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis for the year under review is
provided as separate section forming part of the Annual Report.
11. STATUTORY COMPLIANCES
The Company has complied with all the statutory requirements. A
declaration regarding compliance of the provisions of the various
statutes is also made by the Managing Director at each Board Meeting.
The Company ensures compliance of the ROC, SEBI Regulations and
provisions of the Listing Agreement.
11. CORPORATE GOVERNANCE
In view of the exemption granted to the Company vide Circular No.
CIR/CFD/POLICY CELL/7/2014 dated. 15.05.2014 by SEBI, the provision
with regard to Corporate Governance / Board Evaluation are not
applicable as the paid up equity capital is not exceeding Rs.10 crores
and/or net worth not exceeding Rs. 25 crores as on the last day of the
previous financial year.
12. VIGIL MECHANISM / WHISTLEBLOWER POLICY:
In conformity with the provisions of the Companies Act, 2013 policy has
been laid down to provide a mechanism for any concerned person of the
company to approach Chairman of the Audit Committee for the purpose of
dealing with instance of fraud and mismanagement, if any and also
ensure that whistleblowers are protected from retribution, whether
within or outside the organisation.
13. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company's internal financial control systems are commensurate with
the nature, size, and complexity of the businesses and operations.
These are routinely tested by Statutory as well as Internal Auditors.
Significant audit observations and the follow up action are reported to
the Audit Committee.
14. CODE FOR PREVENTION OF INSIDER-TRADING PRACTICES
The Securities and Exchange Board of India vide notification dated
January 15, 2015 notified The Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations, 2015 which is effective
from May 15, 2015. The Company has amended its Insider Trading
Prohibition Policy accordingly.
The Company has instituted a comprehensive code of conduct for its
directors, management and officers and the other connected persons with
the Practices and Procedures for Fair Disclosure of Unpublished Price
Sensitive Information, guidelines and procedures to be made while
dealing with shares of the Company including the consequences of
violations if any. The code clearly specifies, among other matters,
that the Directors and specified employees of the Company can trade in
the shares of the Company only during 'Trading Window Open Period'. The
trading window is closed during the time of declaration of results,
dividend and material events, etc. as per the Policy. Disclosure of
shareholding is taken from all the directors and Designated Employees
and other connected persons of the Company.
15. DIRECTORS' RESPONSIBILITY STATEMENT:
The Board of Directors acknowledge the responsibility for ensuring
compliance with the provisions of Section 134(3)(c) read with Section
134(5) of the Companies Act, 2013 in the preparation of annual accounts
for the year ended on 31st March, 2015 and confirm that:
a. in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b. the directors had 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 and loss
of the company for that period;
c. the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d. the directors had prepared the annual accounts on a going concern
basis;
e. the directors had laid down 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 had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
16. ACKNOWLEDGEMENTS:
Your Directors would like express their sincere appreciation of the
positive Co-operation received from the Governments and bankers. The
Directors also wish to place on record their deep sense of appreciation
for the commitment displayed by all executives, officers, workers and
staff of the company resulting in the successful performance during the
year.
The board also takes this opportunity to express its deep gratitude for
the continued co operation and support received from its valued
shareholders.
The Directors express their special thanks to Mr. Mukesh Ambani,
Managing Director for his untiring efforts for the progress of the
Company.
For and on behalf of the Board of Directors
Place: Mumbai
Dated: 14/08/2015
Mukesh B Ambani
Chairman and Managing Director
DIN: 00005012
|