To,
The Members of SBL Infratech Limited
Your Directors have pleasure in presenting the 09th Directors' Report on the business and operations of SBL Infratech Limited (The Company) together with the Audited Financial Statements of Accounts of the Company for the Financial Year ended March 31, 2024.
Financial Result:
1. STATE OF COMPANY AFFAIRS AND REVIEW OF OPERATIONS:
During the Financial Year ended March 31, 2024, the Company has recorded total income of INR 33,68,699/- against the total income of INR 33,46,175/- for the previous year.
During the year under review the Company has earned Net Profit of INR 10,45,311/- against the Net Loss of INR 40,42,090/- for the previous year.
2. SHARE CAPITAL:
The Authorized Share Capital of the Company is INR 1,00,00,000 (Indian Rupees One Crore Only) divided into 10,00,000 (Ten Lakh Only) Equity Shares of INR 10/- each.
And, on March 31, 2024, the paid-up capital stood at INR 81,12,700 (Eighty-One Lakh Twelve Thousand Seven Hundred Only) divided into 8,11,270 (Eight Lakh Eleven Thousand Two Hundred Seventy) Equity Shares of INR 10/- each.
3. DEPOSITS:
During the year under review, your Company has not accepted any deposits, falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
4. DIVIDEND:
The Board of Directors did not recommend any dividend for the year.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.
6. AMOUNTS, IF ANY, WHICH IT PROPOSES TO CARRY TO ANY RESERVES:
The Company has transferred the amount of Net Profit of INR 10,45,311/- to General Reserve during the financial year ended 31st March, 2024.
7. CHANGE IN THE NATURE OF BUSINESS. IF ANY:
During the financial year under review, there was no change in the nature of the business of the Company.
8. MATERIAL CHANGE IN COMPANY. IF ANY:
During the financial year under review, Company has shifted its registered office from Plot No.44, Block B-10 Second Floor, Sector-13, New Delhi, Dwarka, India, 110070 to Shop No 160, 1st Floor, Vardhmaan Fourtune Mall, GTK Ind Area, Landmark Hans Cinema Hall, Jahangir Puri A Block, North West Delhi, Delhi, India, 110033 with effect from 17th January, 2024.
9. REVISION OF FINANCIAL STATEMENT. IF ANY:
There was no revision in the financial statements of the Company.
10. DIRECTORS & KEY MANAGERIAL PERSONNEL:
The Board of the Company was duly constituted in accordance with the provisions of the Companies Act, 2013. As of the date of the report, your company has the following Directors on its Board:
A. Following Changes in Directors
There are following changes in the directors during the period under review:
• The members of the company regularize Mrs. Ranjanben Jayantibhai Vaghela (DIN: 09588466) as Non- Executive Director and Mr. Rohan Jagdipbhai Vora (DIN: 09815890) as an Executive Director of the Company in 8th Annual General Meeting held on 30th day of September, 2023.
• Mr. Rohan Jagdipbhai Vora (DIN: 09815890) appointed as Chief Financial Officer (KMP) of the Company in the meeting of Board held on 24th August 2023.
• Ms. Shifali Sharma (DIN: 07239144) and Mr. Anuj Sharma (DIN: 08787806) resign from their positions of Director & CFO and Director respectively w.e.f. 24th August, 2023.
There are following changes in the directors after the end of financial year till the date of this report:
• Mr. Raj Kumar Sharma (DIN: 08830324) resigned from his position of Independent Director w.e.f. 03rd October 2024.
• Mr. Manish Seth (DIN: 08830352) resigned from his position of Independent Director w.e.f. 11th November 2024.
Effective from 11th November, 2024, the Company have only 1 (one) Independent director and does not have a sufficient number of Independent Directors as required under the Regulation 17 of SEBI (LODR) 2015, this results the temporary composition of board committees without adequate Independent Directors. However, the Company is actively engaged in the process of identifying and appointing a qualified individual to fill this vacancy, with the objective of completing the appointment by the stipulated timeline.
B. Chief Financial Officer
• The company appointed Mr. Rohan Jagdipbhai Vora as Chief Financial Officer w.e.f. 24th August, 2023.
• Ms. Shifali Sharma has resigned from the post of Chief Financial Officer w.e.f. 24th August, 2023.
C. Company Secretary & Compliance Officer
• Ms. Neha Ahuja has resigned from the post of Company Secretary & Compliance Officer of the Company w.e.f. 30th May, 2023.
• The Company had appointed Mr. Nitin Naresh as Company Secretary & Compliance Officer of the Company w.e.f. 21st July, 2023.
• As of March 31, 2024, Mr. Nitin Naresh held the position of Company Secretary and Compliance Officer. He has since resigned from these roles, effective 25th April, 2024.
At present, the Company does not have a Compliance Officer. However, the Company is actively engaged in the process of identifying and appointing a qualified individual to fill this vacancy, with the objective of completing the appointment by the stipulated timeline.
11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:
During the Financial Year under review 9 (Nine) meetings of the Board of Directors were held. The dates on which the said meetings were held:
1) 15th June, 2023
2) 12th July, 2023
3) 21st July, 2023
4) 24th August, 2023
5) 05th September, 2023
6) 14th November, 2023
7) 05th December, 2023
8) 17th January, 2024
9) 18th March, 2024
The intervening gap between any two Meetings was within the period prescribed under the SEBI (LODR) Regulations, 2015 and Companies Act, 2013.
12. COMMITTEES AND THEIR MEETINGS:
AUDIT COMMITTEE
The Company has an Audit Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Committee comprises of:
The terms of reference of the Audit Committee inter alia include overseeing the financial reporting process, reviewing the financial statements and recommending the appointment of Auditors. All the recommendations made by Audit Committee were accepted.
During the year Five (15.06.2023, 04.09.2023, 14.11.2023, 05.12.2023 and 18.03.2024) Audit Committee Meetings were held.
NOMINATION AND REMUNRATION COMMITTEE
The Company has a Nomination & Remuneration Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee's scope of work includes nominate the directors as per their qualifications, experience and positive attributes, deciding on remuneration and policy matters related to remunerations of Directors and laying guidelines for remuneration package or compensation etc.
During the year Three (10.07.2023, 19.07.2023 and 22.08.2023) Nomination and Remuneration Meeting was held.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has a Stakeholder Relationship Committee of Directors in compliance with provisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.
The Company has a Stakeholder Relationship Committee of directors to look into the redressal of complaints of investors such as transfer or credit of shares, non-receipt of dividend/notices /annual reports, etc.
During the year there were one meeting of Stakeholders Relationship Committee Meetings held on 02.09.2023.
Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors and Employees.
The Company has a well framed vigil mechanism/whistle blower policy for its directors and employees. The company believes in honesty, integrity, ethics, transparency and good conduct 19 in its professional environment and provides such kind of environment to its employees and directors and always encourages its team to follow such standards in their activities. The directors, employees and other team members are free to report on the issues which require genuine concern. An Audit Committee of the Board of directors has the
responsibility to review the functioning of vigil mechanism and the same has been performed by the committee periodically.
13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:
(i) Initial Public Offer and Listing of Shares
There was no new issue of securities during the year.
(ii) Alteration of Memorandum of Association
There was no alteration in Memorandum of Association during the period.
(iii) Alteration of Article of Association
There was no alteration in Article of Association during the period.
14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE COMPANIES ACT, 2013:
Particulars of loan given, investment made, guarantees given and security provided under section186 of the Companies Act, 2013, if any, are provided in the notes of financial statement.
15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:
According to Section 134(5) (e) of the Companies Act, 2013, the term "Internal Financial Control (IFC)" means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information. The company has a well-placed, proper and adequate Internal Financial Control System which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly. To further strengthen the internal control process, the company has developed the very comprehensive compliance management tool to drill down the responsibility of the compliance from the top management to executive level.
The compliance relating to Internal Financial controls have been duly certified by the statutory auditors.
16. CORPORATE SOCIAL RESPONSIBILITY:
Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore, Company has not developed and implemented any Corporate Social Responsibility Initiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014.
17. CORPORATE GOVERNANCE:
Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 are not applicable to your Company because the Company is listed on SME exchange. Hence, report on Corporate Governance is not annexed.
18. HUMAN RESOURCES:
The Management has a healthy relationship with the officers and the Employee.
19. PARTICULARS OF EMPLOYEES:
None of the employees of the Company were in receipt of remuneration in excess of limits as prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are mentioned below:
(A) Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
1. Remuneration of each Director and Key Managerial Personnel (KMP) along with particulars of increase in remuneration after the closure of the financial year 31st March, 2024, Ratio of remuneration of Directors to the Median Remuneration of employees.
Affirmation Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is affirmed that the remuneration paid to the Directors, Key Managerial Personnel is as per the remuneration policy of the Company.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are attached to the report as 'Annexure I'.
21. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI Listing Regulations").
The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
22. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF
REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) &
(3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
Disclosure pertaining to remuneration and other details as required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure-II" to this Report.
The Statement containing the particulars of employees as required under section 197(12) of the Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report.
23. RATIO OF REMUNERATION TO EACH DIRECTOR:
During the year Company has not given any remuneration to any Director of the Company.
24. POLICIES:
Company has the following policies:
• Policy on Preservation of Documents and Archives Management as per Regulation 9 and 30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• Policy for Disclosure of events/ information and Determination of materiality as per Regulation 30(4)(ii) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• Policy on Materiality of Related Party Transactions as per Regulation 23(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• Policy for determining material subsidiary as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
Particular of contracts or arrangement made with related party during the year referred to in Section 188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014 are attached as 'Annexure III' in Form AOC-2.
26. NO FRAUDS REPORTED BY STATUTORY AUDITORS:
During the Financial Year 2023-2024, the Auditors have not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under section 134(3) (ca) of the Companies Act, 2013.
27. SUBSIDIARIES, IOINT VENTURES AND ASSOCIATE COMPANIES:
During the year under review, the Company does not have any Subsidiary, Joint Venture or Associate Company hence provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of consolidated financial statements are not applicable.
28. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company has formulated Whistle Blower Policy for vigil mechanism of Directors and employees to report to the management about the unethical behavior, fraud or violation of Company's code of conduct. The mechanism provides for adequate safeguards against victimization of employees and Directors who use such mechanism and makes provision for direct access to the chairman of the Audit Committee in exceptional cases.
29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the period under review no material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.
30. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:
(a) That in the preparation of the annual accounts for the financial year ended 31st March, 2024 the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 the year review;
(c) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) That the directors had prepared the annual accounts for the financial year ended 31st March, 2024 on a going concern basis;
(e) That 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) That the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.
31. AUDITORS & AUDITORS REPORT:
a) Statutory Auditor:
Pursuant to the provisions of section 139(8) of the Companies Act, 2013 and rules frame thereunder M/s. HCO & Co., Chartered Accountants (FRN:001087C) were appointed as a Statutory Auditors of the Company for the financial year 2023-2024.
Auditor's Report
The Auditor's Report for financial year ended March 31, 2024, does not contain any qualification, reservation or adverse remarks. All Observations made in the Independent Auditors' Report and Notes forming part of the Financial Statements are self-explanatory and do not call for any further comments and also, there is no incident of fraud requiring reporting by the auditors under section 143(12) of the Companies Act, 2013 during the year. The Auditor's report is enclosed with the financial statements in this Auditor's Report.
b) Secretarial Auditor:
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 Vikas Verma & Associates (M. No.: F9192 and CP No.: 10786,), Practicing Company Secretaries, to undertake the secretarial audit of the Company for the Financial Year 2023-2024.
Secretarial Audit Report
The Secretarial Audit Report for the financial year ended 31st March, 2024 contains the qualification, reservation or adverse remark. A copy of the Secretarial Audit Report (Form MR-3) as provided by the Company Secretary in Practice has been annexed to the Report. ('Annexure IV').
c) Cost auditors:
The Company has not appointed the Cost Auditor as pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit is not applicable to the Company.
d) Internal auditors
Pursuant to the provisions of section 138 of the Companies Act, 2013 and rules frame thereunder M/s Pooja K Agrawal & Associates, Chartered Accountants (FRN: 150906W) were appointed as Internal Auditors of the Company on 18th March, 2024 for the financial year 2023-2024.
32. EXTRACT OF THE ANNUAL RETURN:
The extract of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company at https://www.sblinfra.com/ .
33. FAMILIARISATION PROGRAMMES:
The Company familiarises its Independent Directors on their appointment as such on the Board with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc. through familiarisation programme. The Company also conducts orientation programme upon induction of new Directors, as well as other initiatives to update the Directors on a continuing basis. The familiarisation programme for Independent Directors is disclosed on the Company's website https://www.sblinfra.com/.
34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review, as stipulated under regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is annexed to this Annual Report as "Annexure - V".
35. CODE OF CONDUCT:
Commitment to ethical professional conduct is a must for every employee, including Board Members and Senior Management Personnel of the Company. The Code is intended to serve as a basis for ethical decision-making in conduct of professional work. The Code of Conduct enjoins that each individual in the organization must know and respect existing laws, accept and provide appropriate professional views, and be upright in his conduct and observe corporate discipline. The duties of Directors including duties as an Independent Director as laid down in the Companies Act, 2013 also form part of the Code of Conduct. All Board Members and Senior Management Personnel affirm compliance with the Code of Conduct annually.
36. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which redresses complaints received on sexual harassment. During the financial year under review, the Company has not received any complaints of sexual harassment from any of the women employees of the Company.
37. RISK MANAGEMENT POLICY:
The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company. During the year, your Director's have an adequate risk management infrastructure in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The company's management systems, organizational structures, processes, standards, code of conduct and behaviour together form a complete and effective Risk Management System (RMS).
38. PREVENTION OF INSIDER TRADING:
The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and certain designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and 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.
39. SECRETARIAL STANDARDS:
Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) and Secretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Company will comply with the other Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as and when they are made mandatory.
40. CAUTIONARY NOTE:
The statements forming part of the Board's Report may contain certain forward-looking remarks within the meaning of applicable securities laws and regulations. Many factors could cause the actual results, performances or achievements of the Company to be materially different from any future results, performances or achievements that may be expressed or implied by such forward looking statements.
41. STATEMENT ON OTHER COMPLIANCES:
Your Directors state 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:
a. Details relating to deposits covered under Chapter V of the Act.
b. Issue of equity shares with differential voting rights as to dividend, voting or otherwise;
c. Issue of shares (including sweat equity shares) to employees of the Company.
d. Neither the Managing Director nor any of the Whole-time Directors of the Company receive any remuneration or commission.
42. DETAILS OF APPLICATION MADE OR PROCESSING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016:
During the financial year under review, there were no applications made or proceeding pending in the name of the company under the Insolvency and Bankruptcy Code 2016.
43. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOANS FROM BANK AND FINANCIAL INSTITUTIONS:
During the financial year under review, there has been no one time settlement of loan taken from Banks and Financial Institutions. The company does not have any secured/unsecured loan from any bank or financial institutions.
44. WEBSITE OF THE COMPANY:
Your Company maintains a website https://www.sblinfra.com/ where detailed information of the Company and specified details in terms of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have been provided.
45. ACKNOWLEDGEMENT:
The Directors regret the loss of life are deeply grateful and have immense respect for every person. The Directors wish to convey their appreciation to all of the Company's employees for their contribution towards the Company's performance. The Directors would also like to thank the shareholders, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.