P B A Infrastructure Ltd
Directors Reports
To,
The Members,
PBA Infrastructure Limited,
Your Directors have pleasure in presenting their 49th Annual Report of the
Company on the business and operations of the Company and the accounts for the Financial
Year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS:
The financial performance of the Company, for the year ended March 31, 2023 as compared
to the previous financial year is summarized below:
(Amount in Lakhs)
|
2022-2023 |
2021-2022 |
|
(Current Year) |
(Previous Year) |
| Revenue from Operations |
1115.67 |
118.04 |
| Other Income |
206.80 |
774.40 |
| Total Income |
1322.47 |
892.44 |
| Profit before Interest, Depreciation Exceptional items and Tax |
-9288.16 |
-1964.04 |
| Less : Finance Cost |
3.30 |
72.59 |
| Less : Depreciation |
434.17 |
434.16 |
| Less : Exceptional Items |
-3540.00 |
-2453.85 |
| Profit/(Loss) before Tax |
-12828.16 |
-16.95 |
| Less : Tax expense |
619.15 |
0.00 |
| Profit After Tax |
-13447.31 |
-16.95 |
| Add : Other Comprehensive Income |
0.00 |
0.00 |
| Total comprehensive income carried to Other Equity |
-13447.31 |
-16.95 |
2. PERFORMANCE REVIEW AND OPERATIONS:
The total income of the Company was Rs.1322.47 Lakhs during the year as against
Rs.892.44 Lakhs in the previous year. The Company has reported net Loss of Rs.13447.31
Lakhs during the year under review as against loss of Rs.16.95 Lakhs in the previous year.
The Company have incurred such loss due to written off financial assets, liabilities and
WIP claims by the company in which as per management and also past experience, Management
is of the opinion that such loss are no longer tenable and not receivable.
The Company's income has slightly increased by increase in work of Omerga Project
started at Solapur entrusted by NHAI on account of their concessionaire.
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 further finance, extension of guarantees, issue of new
guarantees, etc. and also declared our account as NPA since 2013.
3. DIVIDEND:
Due to loss, your Directors do not recommend any dividend for the year under review.
In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosures
Requirements) Regulations ("Listing Regulations"), 2015 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 |
Designation |
Appointment/ Resignation |
| Mr. Narain Pirimal Belani |
Managing Director & CFO |
- |
| Mrs Sujata Dhananjay Athavale |
Director |
- |
| Mrs. Monica Manoj Talwar |
Non-Executive & Non-Independent Director |
- |
| Mr. Anil Ramakant Parvatkar |
Independent Director |
- |
| Mrs. Shallu R. Khanna |
Independent Director |
- |
| Mrs. Pooja K.Gandhi |
Independent Director |
- |
| Mr. Swaminath Jaiswar |
Company Secretary & Compliance officer |
Resigned w.e.f. 09th April, 2023 |
| Mrs. Vaishali K.Savaliya |
Company Secretary & Compliance officer |
Appointed w.e.f.10th April, 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) Mr. 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
Companies Act, 2013 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 at Manesar.
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 10th February, 2023 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 Mrs. Shallu Raajesh Khanna (DIN: 08292904) as Independent Director
for second term of 5 years with effect from 13 th November, 2023 subject to
shareholders approval at the ensuing Annual General Meeting.
Re-Appointment of Mr. Narain P. Belani (DIN:02395693) as Managing Director for an
additional term of 1 year w.e.f. from 29th May, 2024, subject to shareholder
approval at the ensuing Annual General Meeting.
Retirement by rotation:
In terms of the provisions of Section 152(6) of the Companies Act, 2013, Mrs. Sujata
Dhananjay Athavale (DIN:07601500), retires by rotation at this Annual General Meeting, and
being eligible, offers herself 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, herewith.
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) has been appointed as Statutory Auditors of your Company from the conclusion of
49th Annual General Meeting to hold such office for a period of five years till
the conclusion of the54 th Annual General Meeting to be held in the year 2028.
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 made 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:
| S r. 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. Though, these claims are not acknowledged
by the principles / customer, the same being intangible / uncertified in nature is being
classified as work in progress. The said claims though classified under WIP (Current
Asset) are subject to uncertainty as to recoverability. Out of unbilled work in progress
of Rs.173.72 Crores as at 01.04.2022 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. |
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. |
|
These claims are mainly in respect of cost over run arising due to
suspension of works, client caused delays, changes in the 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 discussions with
principles/arbitrations (which are at various stages), litigations and on legal opinion /
past experience with respect to such claims, management is of the view that the
aforementioned balances out of which Rs. 88.63 crore have been written off during the year
ended 31.03.2023 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 confirm 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 31.03.2023. Being classified as Non-Performing
Assets by banks and financial institutions, the Company has not been providing for
interest since 1stJanuary 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
2022-23. 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 2022-23 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 how ever 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 28 th 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.
18. INTERNAL AUDITOR
The Board has appointed M/s 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 2022-23.
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 as the Secretarial Auditor
of the Company. The report of the Secretarial Auditor is enclosed as Annexure III to this
report.
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:
| Particulars |
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 below :
A. Conservation of Energy: The operation of the Company is not energy intensive.
However, energy conservation measures are being taken for regular preventive maintenance
of all equipment's. This enhances productivity and efficiency of the equipment resulting
in power saving.
B. Technology Absorption: As the Company has not acquired any technology, the question
of absorption of technology does not apply to the Company.
C. Foreign Exchange Earning and Outgo: Total foreign exchange earnings and outgo during
the year:
| FOB Value of Exports |
: Nil |
| CIF Value of Imports |
: Nil |
| Expenditure in foreign currency |
: Nil |
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:
a) In the preparation of the annual accounts for the Year Ended 31st March,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures from the same;
b) 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 31 st March, 2023
and of the Profit & Loss of the Company for the year under review;
c) 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;
d) That your Directors have prepared the annual accounts on a going concern basis.
e) 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.
f) 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 EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the Year 2023-24 to
Bombay Stock Exchange limited (BSE), where the Company's Shares are listed. Company has
Voluntary Delisted from National Stock Exchange of India Limited with effect from 1st
September, 2022.
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 the 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 any loans and advances as per
the provisions of Section 186 of the Companies Act, 2013 and Rules 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.
The Company have incurred such loss due to written off financial assets, liabilities and
WIP claims by company in which as per management and also past experience, Management is
of the opinion that such loss are no longer tenable and not receivable. Affecting the
financial position of the Company which occurred between the end of the financial year of
the company to which the financial statements relates and the date of the report.
34. SHARE CAPITAL
The Paid-up Equity Share Capital of the Company as on 31st March, 2023 is
Rs.135005620/-, comprising of 13500562 shares of Rs. 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
2022-23. The certificate re ceived 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: 29.07.2023
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