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)
| |
2023-2024
|
2022-2023
|
|
(Current Year)
|
(Previous Year)
|
|
Revenue from Operations
|
6049.46
|
1115.67
|
|
Other Income
|
1930.74
|
206.80
|
|
Total Income
|
7980.20
|
1322.47
|
|
Profit before Interest, Depreciation Exceptional items and Tax
|
1758.01
|
-8850.53
|
|
Less : Finance Cost
|
0.77
|
3.30
|
|
Less : Depreciation
|
434.20
|
434.17
|
|
Less : Exceptional Items
|
1159.24
|
-3540.39
|
|
Profit/(Loss) before Tax
|
163.82
|
-12828.39
|
|
Less : Tax expense
|
-81.57
|
619.15
|
|
Profit After Tax
|
245.39
|
-13447.54
|
|
Add : Other Comprehensive Income
|
0.00
|
0.00
|
|
Total comprehensive income carried to Other Equity
|
245.39
|
-13447.54
|
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.
|
Name of Director/ Key
Managerial Personnel
|
Category &
Designation
|
Appointment
Date
|
Change in
Designation
|
Resignation
Date
|
|
Mr. Narain Pirimal Belani
|
Managing Director
|
01/03/1989
|
30/05/2019
|
-
|
|
Mr. Narain Pirimal Belani
|
CFO
|
25/04/2019
|
-
|
-
|
|
Mrs Sujata Dhananjay Athavale
|
Director
|
13/08/2016
|
-
|
-
|
|
Mrs. Monica Manoj Talwar
|
Non-Executive and Non
Independent Director
|
29/09/2021
|
29/09/2022
|
-
|
|
Mr. Anil Ramakant Parvatkar
|
Non-Executive
Independent Director
|
30/05/2018
|
28/09/2018
|
-
|
|
Mrs. Shallu R. Khanna
|
Non-Executive
Independent Director
|
14/11/2018
|
28/09/2019
|
-
|
|
Mrs. Pooja K.Gandhi
|
Non-Executive
Independent Director
|
29/12/2021
|
29/09/2022
|
-
|
|
Mrs.Vaishali K. Savaliya
|
Company Secretary &
Compliance officer
|
10/04/2023
|
-
|
-
|
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:
|
Sr.
No.
|
Name
|
Audit
Committee
|
Nomination & Remuneration
Committee
|
Stakeholders Relationship
Committee
|
|
1
|
Mr. Anil Ramakant Parvatkar
|
Chairman
|
Chairman
|
Chairman
|
|
2
|
Mrs. Shallu Raajesh Khanna
|
Member
|
Member
|
Member
|
|
4
|
Mrs. Pooja K. Gandhi
|
Member
|
Member
|
Member
|
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:
|
Sr. No.
|
Observations
|
Management Response/Replies
|
|
1
|
The Company has not performed impairment
testing with respect to the investments in
various Joint Ventures and Associates as
required by Indian Accounting Standard (Ind
AS 36) ‘Impairment of assets’; hence the
impact on the carrying amount of investment
is not ascertainable
|
There is Dispute between Valecha Engineering
limited (VEL)and PBA, VEL Terminated the
contract in 2014 and PBA has filed for claim from
VEL in 2014. Same matter was pending with the
Court since 2014.
|
|
2
|
Balances of trade receivables, trade payables,
loans and advances, Deposits given/ taken are
subject to confirmations, reconciliations and
consequent adjustments.
|
The Balance of trade receivable are in normal
course of Business and regular follow up with
Debtors is being done by the Company officials
are in process to obtained the confirmation or
pending confirmation.
|
|
3
|
Company follows accounting practice of
recognizing revenue on the basis percentage
completion method. Company being an EPC
contractor raises claims / arbitration money
with its principals / Customers for the delay
on obtaining approvals, cost escalation, etc.
As per Company policy, though the claims
are raised for the actual loss incurred by the
Company (SOC), the same is recognized in the
books at realizable value determined by the
internal team of the Company.
|
Management of the Company hereby says that
claims known with Parties including the WIP of
are in process of recovery balance amount claim
position and therefore same should be considered
subject to realisation.
|
| |
Though, these claims are not acknowledged
by the principles/customer, the same being
intangible/uncertified in nature is being
classified as a work in progress. The said claims
though classified under WIP (Current Asset)
are subject to uncertainty as to recoverability.
Unbilled work in progress of Rs.86.95 crores
and trade receivable amounting to Rs.82.53
crores as of 31.03.2024 is due to the various
claims raised on the Clients based on the terms
and conditions implicit in the Engineering &
Construction Contracts in respect of closed/
suspended / under construction projects and
which are overdue for a substantial period
of time. These claims are mainly in respect
of cost over run arising due to suspension
of work, client delay, changes in scope of
work, deviation in design and other factors
for which company is at various stages of
negotiation/ discussion with the clients
or under Arbitration/ litigation. Based on
discussion with principal/ arbitrations (which
are at various stages) , litigations and on
legal opinion / past experience with respect
to such claims , management is of the view
to that the aforementioned amount out of
which Rs.11.59 crores have been written off
during the quarter ended 31.03.2024 due to
not-tenable and therefore this amount is not
recoverable.
|
|
|
4
|
Fixed Asset register is still under compilation to
have proper records showing full particulars,
including quantitative details and situation of
property, plant and equipment. Company to
have a regular program of physical verification
of its fixed assets, periodically.
|
Management of the Company hereby confirms
that Fixed Asset register is under compilation
and Company has a regular program of physical
verification of its fixed assets.
|
|
5
|
There are arbitration proceedings / legal
cases against by / the Company which may
result in Compensation / interest / penalties.
|
The Company has responded in a time bound
manner to proceedings initiated against the
Company. The Records of which are filed with the
appropriate authority.
|
|
6
|
The company has made defaults in repayment
of its obligations towards its lenders and an
amount of Rs. 315.15 Crores was overdue
as per the SARFASEI Notice issued by the
consortium bankers out of which the amount
of Rs. 26.50 Crores of State Bank of Patiala is
settled under the OTS Scheme of State Bank
of India. This default indicates the existence
of a material uncertainty that may cast
apprehension about the Company’s ability to
function as a going concern.
However, the financial results of the Company
have been prepared on a going concern basis
& do not include any adjustments that might
result from the outcome of this uncertainty.
We would also like to draw attention to the
fact that in absolute terms, total outside
liabilities of the company exceed underlying
current assets.
|
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. In response to physical
possession of various secured assets the company
has filed a counter case and received stay on
proceedings from DRT court.
|
|
7
|
Certain current/cash credit/term loan
accounts from banks & financial institutions
have not been reconciled as on 31.03.2024.
Being classified as Non-Performing Assets by
banks and financial institutions, the Company
has not been providing for interest since 1st
January 2018 on any of the outstanding due
from Banks and Financial Institutions. The
same policy of not providing interest has been
continued in the FY 2023-24. In absence of the
balance confirmations and statements of said
loans from banks and financial institutions,
the balance outstanding and interest charged
thereupon by the lenders for FY 2023-24
remains unascertainable. Lead Bank under
consortium had approached CMM Court to
take physical possession of the various secured
assets against total consortium overdue of
Rs.315.15 Crore under SARFASEI Act, 2002. The
Company has also received notice of physical
possession of various secured assets from the
lenders in response to which the company
has filed a counter case and received stay on
proceedings from DRT court. However, out of
total consortium overdue of Rs. 315.15 Crore,
the amount of Rs. 26.50 Crores of State Bank
of Patiala is settled under the OTS Scheme of
State Bank of India by the company
|
Statement of Accounts we have however
received partly and therefore reconciliation of
Statement of Term loan & cash credit is pending
therefore the Company has not provided interest
due to declare our account as NPA by consortium
banks. Company has time and again proposed
one time settlement with the consortium banks
for Principle Amount and same proposal is under
the active consideration time to time consortium
members banks discussed the proposal (OTS)
in their consortium meeting, out of which
settlements offer from one of its lender i.e.
State bank of India was received and has been
duly accepted by the Company
|
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:
| |
Sexual
Harassment
|
Discrimination
at Workplace
|
Child
labour
|
Forced
Labour/In
voluntary
Labour
|
Wages
|
Other human
rights related
issues
|
|
Number of complaints
pending at the beginning of
the financial year
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Number of complaints filed
during the financial year
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Number of complaints
disposed of during the
financial year
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Number of complaints
pending as on end of the
financial year
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
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.
By Order of the Board
For and on behalf of the Board of Directors
Narain P. Belani Sujata D. Athavale
Managing Director Director
DIN: 02395693 DIN: 07601500
Place: Mumbai
Date: 10.08.2024
|