To,
The Members,
PBA Infrastructure Limited.
Your Directors have pleasure in presenting their 50th Annual Report of the Company on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2024.
1. FINANCIAL HIGHLIGHTS:
The financial performance of the Company, for the year ended March 31, 2024 as compared to the previous financial year is summarized below:
(Amount in Lakhs)
2. PERFORMANCE REVIEW AND OPERATIONS:
The total income of the Company was Rs.7980.18 Lakhs during the year as against Rs.1322.47 Lakhs in the previous year. The Company has reported net Profit Rs.245.39 Lakhs during the year under review as against loss of Rs.13447.54 Lakhs in the previous year.
The Company started facing financial crisis from 2010 due to slow down in the infrastructure industry, high level of Working Capital requirements, huge interest cost and Blockage of receivables at government level and forcefully cancelled the work order (awarded and put into operation) at various sites for not obtaining the required land by the Government in those areas resulting all the matters were referred to "Arbitration" for claim for huge amount, which has direct impact on the growth of the Company, consequences of which the Company has to face so many legal issues including the financial crisis. Due to continuous irregularity in operation, our consortium Bankers had stopped to further finance, extension of guarantees, issue of new guarantees, etc. and also declared our account as NPA since 2013.
3. DIVIDEND:
In order to conserve the resources for the further growth of the Company, your Directors think fit not to recommend any dividend for the year under review.
In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosures Requirements) Regulations ("Listing Regulations"), issued by the Securities and Exchange Board of India has mandated the formulation of a Dividend Distribution Policy for Top 1000 Listed Entities ,though Company is not coming under Top 1000 Listed Entities , the Company has voluntary adopted Dividend Distribution Policy setting out the parameters and circumstances that will be taken into account by the Board in determining the distribution of dividend to the Shareholders and/or retaining profits earned by the Company. The detailed Policy is available on the website of the Company at www.pbainfra.in
4. TRANSFER TO GENERAL RESERVES:
The Company has not transferred any amount to the General Reserves during the current financial year.
5. DEPOSITS:
During under the review your company has not accepted any deposits within the meaning of section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 from the public or its employees.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
• Composition :
Your Company consists of Managing Director; Director, Independent Directors, Chief Financial Officer and Company Secretary viz.
Date
Independent Non-Executive Directors
In terms of the definition of ‘Independent Directors' as prescribed under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 entered with Stock Exchanges and Section 149(6) of the Companies Act, 2013, the Company consists of three Independent Directors:
1) Mr. Anil Ramakant Parvatkar
2) Mrs. Shallu Raajesh Khanna
3) Mrs. Pooja K. Gandhi
The Company has received Certificate of Independence from all Independent Directors, inter-alia, pursuant to Section 149 of the Companies Act, 2013, confirming and certifying that they have complied with all the requirements of being an Independent Director of the Company.
None of the Directors are disqualified from being appointed as Directors, as specified in Section 164(2) of the Companies Act, 2013.
Declaration by an Independent Director(s) and Re- Appointment:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Regulation 16(1)(b) of the SEBI(Listing Obligation and disclosure requirements) Regulation, 2015 with the Stock exchange.
All the Independent Directors have cleared Online Self-Assessment test with the Indian Institute of Corporate affairs.
Separate Meeting of Independent Directors
In terms of requirement of Schedule IV of the Companies Act, 2013, the Independent Directors of the company have complied with the code of Independent Director. Independent Directors met separately on 07th February, 2024 to inter alia review the performance of Non-Independent Directors (Including the Chairman), the entire Board and the quality, quantity and timeliness of the flow of the information between the Management and the Board.
Appointment and Cessation:
• Re-Appointment of Mr. Narain P. Belani (DIN:02395693) as Managing Director for an additional term of 4 year w.e.f. from 28th May, 2025, subject to shareholder approval at the ensuing Annual General Meeting.
• Approval for continuation of Mrs. Sujata D.Athavale (DIN: 07601500) as an Executive Director of the Company.
• Approval for continuation of Mrs.Monica M. Talwar (DIN: 09324017) as a Non-Executive Director of the Company.
Retirement by rotation:
In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mr. Narain Pirimal Belani (DIN: 02395693), retires by rotation at this Annual General Meeting, and being eligible, offers himself for reappointment as director .
7. COMPOSITION OF COMMITTEES:
8. PARTICULARS OF EMPLOYEES:
Particulars as required under section 197 of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, is annexed as Annexure I & II to this Report.
9. MEETINGS:
This information has been furnished under Report on Corporate Governance, which is annexed.
10. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees.
The Board of Directors has expressed its satisfaction with the evaluation process.
11. POLICY ON DIRECTORS' APPOINMENT AND REMUNERATION INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR:
Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board has adopted the Remuneration Policy for Directors, KMPs and other Employees. NRC has formulated the criteria for the determining qualifications, positive attributes and independence of an Independent Director and also the criteria for Performance evaluation of individual Directors, the Board as a whole and the Committees.
12. AUDITOR:
M/s. N.K. MITTAL & ASSOCIATES, Chartered Accountants (ICAI Firm Registration No. 113281W) had been appointed as Statutory Auditors of your Company conclusion of 49th Annual General Meeting to hold from the office for a period of five years till the conclusion of the 53rd Annual General Meeting held in the year 2027.
In terms of the Companies (Amendment) Act, 2017 and vide notification no S.O. 1833(E) dated May 7, 2018, the Ministry of Corporate Affairs have done away with the requirement of ratification of the appointment of auditors, at each subsequent Annual General Meeting, by deleting the 1st Proviso to the sub-section (1) of Section 139 of the Companies Act, 2013. Accordingly, the same is not required to be put up to the members for ratification.
M/s. N.K. MITTAL & ASSOCIATES, Chartered Accountants, Mumbai (FRN 113281W) have confirmed that they continue to be eligible under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for continuing as Auditors of the Company.
Management responses to observations in Statutory Audit Report:
The following are the responses of the Management against the observations made by the Statutory Auditor:
13. ANNUAL RETURN:
Pursuant to Notification dated 28th August, 2020 issued by the Ministry of Corporate Affairs as published in the Gazette of India on 28th August, 2020, the details forming part of the extract of Annual Return in Form MGT-9 is not required to be annexed herewith to this report. However, the Annual Return will be made available at the website of the Company at www.pbainfra.in
14. INTERNAL AUDIT & CONTROLS:
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.
15. WHISTLE BLOWER POLICY / VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism Policy to deal with instances of fraud and mismanagement. The Vigil Mechanism Policy has been uploaded on the website of the Company. The employees of the Company are made aware of the said policy at the time of joining the Company.
16. RISK MANAGEMENT POLICY:
Risk management policy of the Company promotes a proactive approach in reporting, evaluating and resolving risks associated with the business. Identified risks are used as one of the key inputs for the development of strategy and business plan. The risks are assessed on a periodical basis and it assists the Board of Directors in overseeing the Company's risk management processes and controls.
The Company does not fall under the ambit of top 100 listed entities, determined on the basis of market capitalization as at the end of the immediately preceding financial year. Hence, compliance under Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable.
17. COST AUDITOR
The Provisions of Cost Audit as prescribed under section 148 of the Companies Act, 2013 are not applicable to the Company for the F.Y.2023-2024
18. INTERNAL AUDITOR
The Board has appointed Abhishek Bansal & Co, Chartered Accountant in whole time practice as Internal Auditor for conducting the audit of Internal Audit of the Company for the financial year 2023-24.
19. SECRETARIAL AUDIT:
In terms of Section 204 of the Act and Rules made there under, M/s. JC & Associates, Practicing Company Secretaries have been appointed Secretarial Auditor of the Company. The report of the Secretarial Auditors is enclosed as Annexure IV to this report.
The Board's comment on the observations made in the Secretarial Audit Report (MR-3) is as follows:
It is observed from the Corporate Governance Report filed for the quarter ended Dec 31, 2023, that as per Regulation 18(1)(a) of SEBI LODR Regulations, 2015,PBA Infrastructure Ltd did not have 3 members in the Audit Committee for the whole quarter. Hence BSE imposed fine of Rs.1,01,480/-under Regulation 18(1) Non- compliance with the constitution of audit committee.
Company had complied Regulation 18(1) of SEBI of SEBI (LODR), Regulations, 2015, Company have 3 members in the whole quarter, This is to further inform you that Mrs. Shallu R. Khanna is Member of Audit Committee since her appointment 14/11/2018 and company had re-appointment her for 5 years with effect from 13-11- 2023. In Corporate Governance Report we have inadvertently put re-appointment date that is 13-11-2023; however as per Exchange Remarks Company had filed Revised Corporate Governance Report on 23/02/2024 by putting the initial date of appointment of Mr. Shallu R. Khanna that is 14/11/2018.
Company has filed Fine Waiver Application with BSE which is pending till date
20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Contracts/Arrangements/Transactions entered by the Company is continuous of the previous period with related parties were in ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the policy of the company on materiality or related party transaction. Accordingly, the disclosure of Related Party Transactions as required under section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.
21. CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by the Securities & Exchange Board of India. As per the requirement of Listing Agreement with the Stock Exchanges, the Company has complied with the requirements of Corporate Governance in all material aspects. A Report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors, forms part of this report.
22. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges in India is presented in a separate section forming part of this Annual Report.
23. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In order to prevent sexual harassment of women at work place, a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on December 9, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.
Training / awareness programs are conducted throughout the year to create sensitivity towards ensuring respectable workplace. The Company conducts sessions for employees across the organization to build awareness amongst employees about the Policy and the provisions of Prevention of Sexual Harassment of Women at Workplace Act.
The details of complaints filed, disposed & pending are given below:
24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information required u/s 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is given in annexure IV
25. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act, 2013 pertaining to Corporate Social Responsibility (CSR) is not applicable to the Company.
26. DIRECTORS' RESPONSIBILITY STATEMENT:
The Director's Responsibility Statement referred to Section 134(3) (c) of the Companies Act, 2013, the Board of Directors of the Company hereby confirms that:
1. In the preparation of the annual accounts for the Year Ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures from the same;
2. That your 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 as at 31st March, 2024 and of the Profit & Loss of the Company for the year under review;
3. That your Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. That your Directors have prepared the annual accounts on a going concern basis.
5. That your Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
6. That your Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
27. LISTING WITH STOCK EXCHANGE:
The Company confirms that it has paid the Annual Listing Fees for the Year 2024-25 to Bombay Stock Exchange limited (BSE) where the Company's Shares are listed.
28. 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 preclearance for dealing in the Company's 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. All Board Directors and the designated employees have confirmed compliance with the Code.
29. DETAILS OF SUBSIDIARY / JOINT VENTURE/ASSOCIATES COMPANY:
Pursuant to provisions of Companies Act, 2013 Company does not have any Subsidiary/ and Associate Companies. Joint Venture may be formed on the basis of tender condition from time to time.
30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
During the year under review, Company has not provided with the Loans and advances as per provision of Section 186 of Companies Act, 2013 and Rule made thereunder.
31. SECRETARIAL STANDARDS
The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by The Institute of Company Secretaries of India and such systems are adequate and operating effectively.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS
There are no significant and material orders passed by the Regulators / Courts / Tribunals which would impact the going concern status of the Company and its future operations.
33. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
There have been no material changes and commitments, 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.
34. SHARE CAPITAL
The Paid-up Equity Share Capital of the Company as on 31st March, 2024 is Rs. 13,50,05,620/-, comprising of 1,35,00,562 shares of Re. 10/- each. During the year under review, the Company has not issued any securities.
35. CERTIFICATION FROM COMPANY SECRETARY IN PRACTICE:
Mrs. Jacintha Castelino, Practicing Company Secretary has issued a certificate required under the listing regulations, confirming that none of the Directors on the Board of the company has been debarred or disqualified from being appointed or continuing as director of the company by SEBI/Ministry of Corporate Affairs or any such statutory authority, forms part of this report.
36. CEO/ CFO CERTIFICATION
In terms of Regulation 17(8) of the Listing Regulations, the Managing Director and CFO has certified to the Board of Directors of the Company with regard to the financial statements and other matters specified in the said regulation for the financial year 2023-24. The certificate received from MD & CFO is attached herewith.
37. OTHER DISCLOSURES:
• Your Company has not provided stock options to any employee.
• Your Company has not issued any shares with differential rights
• There was no revision in the Financial Statements
38. ACKNOWLEDGEMENTS:
Your Directors record their grateful appreciation for the encouragement, assistance, co-operation and consistent support received from Customers, Business Partners, Dealers, Financial institutions and Government Authorities. The Board thanks the employees of the Company for their continued support. Your Directors are thankful to all the Stakeholders for their continued patronage.