Your Directors have pleasure in presenting the 09th Directors' Report on the business andoperations of SBL Infratech Limited (The Company) together with the Audited FinancialStatements of Accounts of the Company for the Financial Year ended March 31, 2024.
(Amount in Rupees)
Particulars
F.Y. ended 2024
F.Y. ended 2023
Revenue from operations
-
Other Income
33,68,699
33,46,175
Total Income
Employee benefits expenses
3,49,907
16,74,200
Depreciation and Amortisation expenses
76,270
89,444
Other Expenses
19,02,683
56,35,954
Total Expenditure
23,28,860
73,99,598
Profit / (Loss) Before Tax
10,39,839
(40,53,423)
Less: Current Tax/Provision for Tax
Less: Deferred Tax
(5,472)
(11,333)
Profit / (Loss) After Tax
10,45,311
(40,42,090)
EPS
0.13
(0.50)
During the Financial Year ended March 31, 2024, the Company has recorded total incomeof 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.
The Authorized Share Capital of the Company is INR 1,00,00,000 (Indian Rupees One CroreOnly) 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 TwelveThousand Seven Hundred Only) divided into 8,11,270 (Eight Lakh Eleven Thousand TwoHundred Seventy) Equity Shares of INR 10/- each.
During the year under review, your Company has not accepted any deposits, falling withinthe meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance ofDeposits) Rules, 2014.
The Board of Directors did not recommend any dividend for the year.
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was nodividend declared and paid last year.
The Company has transferred the amount of Net Profit of INR 10,45,311/- to GeneralReserve during the financial year ended 31st March, 2024.
During the financial year under review, there was no change in the nature of the business ofthe Company.
During the financial year under review, Company has shifted its registered office from PlotNo.44, Block B-10 Second Floor, Sector-13, New Delhi, Dwarka, India, 110070 to Shop No160, 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.
There was no revision in the financial statements of the Company.
The Board of the Company was duly constituted in accordance with the provisions of theCompanies Act, 2013. As of the date of the report, your company has the following Directorson its Board:
S.
No.
Name of Director
Designation
DIN
Date ofAppointment
Date ofResignation
1.
Mr. Ankit Sharma
Managing
Director
07238593
10/08/2015
2.
Mr. Manish Seth
Independent
08830352
20/02/2021
11/11/2024
3.
Mr. Sanjay Munjal
08830363
4.
Mr. RohanJagdipbhai Vora
09815890
30/09/2023
5.
CFO
ALLPV1370L
24/08/2023
6.
Mr. RanjanbenJayantibhai Vaghela
09588466
7.
Ms. Shifali Sharma
07239144
02/03/2020
8.
DTYPS0800J
02/11/2020
9.
Mr. Anuj Sharma
08787806
29/10/2020
10.
Mr. Raj KumarSharma
08830324
03/10/2024
• 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 dayof 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 fromtheir positions of Director & CFO and Director respectively w.e.f. 24th August, 2023.
• Mr. Raj Kumar Sharma (DIN: 08830324) resigned from his position of IndependentDirector w.e.f. 03rd October 2024.
• Mr. Manish Seth (DIN: 08830352) resigned from his position of Independent Directorw.e.f. 11th November 2024.
Effective from 11th November, 2024, the Company have only 1 (one) Independentdirector and does not have a sufficient number of Independent Directors as requiredunder the Regulation 17 of SEBI (LODR) 2015, this results the temporary composition ofboard committees without adequate Independent Directors. However, the Company isactively engaged in the process of identifying and appointing a qualified individual to fillthis vacancy, with the objective of completing the appointment by the stipulatedtimeline.
• The company appointed Mr. Rohan Jagdipbhai Vora as Chief Financial Officer w.e.f. 24thAugust, 2023.
• Ms. Shifali Sharma has resigned from the post of Chief Financial Officer w.e.f. 24th August,2023.
• Ms. Neha Ahuja has resigned from the post of Company Secretary & ComplianceOfficer of the Company w.e.f. 30th May, 2023.
• The Company had appointed Mr. Nitin Naresh as Company Secretary & ComplianceOfficer of the Company w.e.f. 21st July, 2023.
• As of March 31, 2024, Mr. Nitin Naresh held the position of Company Secretary andCompliance 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 isactively engaged in the process of identifying and appointing a qualified individual to fillthis vacancy, with the objective of completing the appointment by the stipulatedtimeline.
During the Financial Year under review 9 (Nine) meetings of the Board of Directors wereheld. 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 theSEBI (LODR) Regulations, 2015 and Companies Act, 2013.
The Company has an Audit Committee of Directors in compliance with provisions of theCompanies Act, 2013 and Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015.
The Committee comprises of:
(Chairman, Independent Director)
Mrs. Ranjanben Jayantibhai Vaghela
(Member, Non-Executive Director)
Mr. Rohan Jagdipbhai Vora
(Member, Director, CFO)
The terms of reference of the Audit Committee inter alia include overseeing the financialreporting process, reviewing the financial statements and recommending the appointmentof 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 compliancewith provisions of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations, 2015. The Committee's scope of work includesnominate the directors as per their qualifications, experience and positive attributes,deciding on remuneration and policy matters related to remunerations of Directors andlaying guidelines for remuneration package or compensation etc.
During the year Three (10.07.2023, 19.07.2023 and 22.08.2023) Nomination andRemuneration Meeting was held.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Company has a Stakeholder Relationship Committee of Directors in compliance withprovisions of the Companies Act, 2013 and Regulation 20 of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 to look into the redressal of complaints ofinvestors such as transfer or credit of shares, non-receipt of dividend/notices /annualreports, etc.
The Company has a Stakeholder Relationship Committee of directors to look into theredressal of complaints of investors such as transfer or credit of shares, non-receipt ofdividend/notices /annual reports, etc.
During the year there were one meeting of Stakeholders Relationship Committee Meetingsheld on 02.09.2023.
Details of establishment of Vigil Mechanism/Whistle Blower Policy for Directors andEmployees.
The Company has a well framed vigil mechanism/whistle blower policy for its directors andemployees. The company believes in honesty, integrity, ethics, transparency and goodconduct 19 in its professional environment and provides such kind of environment to itsemployees and directors and always encourages its team to follow such standards in theiractivities. The directors, employees and other team members are free to report on the issueswhich require genuine concern. An Audit Committee of the Board of directors has theresponsibility to review the functioning of vigil mechanism and the same has beenperformed by the committee periodically.
There was no new issue of securities during the year.
There was no alteration in Memorandum of Association during the period.
There was no alteration in Article of Association during the period.
Particulars of loan given, investment made, guarantees given and security provided undersection186 of the Companies Act, 2013, if any, are provided in the notes of financialstatement.
According to Section 134(5) (e) of the Companies Act, 2013, the term “Internal FinancialControl (IFC)” means the policies and procedures adopted by the Company for ensuring theorderly 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 andcompleteness of the accounting records and timely preparation of reliable financialinformation. The company has a well-placed, proper and adequate Internal FinancialControl System which ensures that all the assets are safeguarded and protected and that thetransactions are authorized recorded and reported correctly. To further strengthen theinternal control process, the company has developed the very comprehensive compliancemanagement tool to drill down the responsibility of the compliance from the topmanagement to executive level.
The compliance relating to Internal Financial controls have been duly certified by thestatutory auditors.
Provisions of Corporate Social Responsibility are not applicable on the Company. Therefore,Company has not developed and implemented any Corporate Social ResponsibilityInitiatives as provisions of Section 135(1) of the Companies Act, 2013 read with Companies(Corporate Social Responsibility Policy) Rules, 2014.
Provisions of Para C, D and E of Schedule V of the SEBI (Listing Obligations and DisclosuresRequirements) Regulations, 2015 are not applicable to your Company because the Companyis listed on SME exchange. Hence, report on Corporate Governance is not annexed.
The Management has a healthy relationship with the officers and the Employee.
None of the employees of the Company were in receipt of remuneration in excess of limitsas prescribed under Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules, 2014.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment andRemuneration of Managerial Personnel) Rules, 2014, are mentioned below:
1. Remuneration of each Director and Key Managerial Personnel (KMP) along withparticulars of increase in remuneration after the closure of the financial year 31stMarch, 2024, Ratio of remuneration of Directors to the Median Remuneration ofemployees.
Name of the Director/ and
Remuneration (Rs.)
KMP
2023-2024
Managing Director
90,000
Mrs. Shifali Sharma
Affirmation Pursuant to Rule 5(1)(xii) of the Companies (Appointment and Remuneration ofManagerial 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.
The details of conservation of energy, technology absorption, foreign exchange earnings andoutgo are attached to the report as 'Annexure I'.
The Board of Directors has carried out an annual evaluation of its own performance, Boardcommittees and individual directors pursuant to the provisions of the Act and the corporategovernance requirements as prescribed by Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 (“SEBI Listing Regulations”).
The performance of the Board was evaluated by the Board after seeking inputs from all thedirectors 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 fromthe 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 ofthe individual directors on the basis of the criteria such as the contribution of the individualdirector to the Board and Committee meetings like preparedness on the issues to bediscussed, 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 samewas 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 alsodiscussed. Performance evaluation of independent directors was done by the entire board,excluding the independent director being evaluated.
Disclosure pertaining to remuneration and other details as required under Section 197 of theCompanies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remunerationof 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) ofthe Companies Act, 2013 read with rule 5(2) and other applicable rules (if any) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, isprovided in a separate annexure forming part of this report.
During the year Company has not given any remuneration to any Director of the Company.
Company has the following policies:
• Policy on Preservation of Documents and Archives Management as per Regulation 9 and30(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
• Policy for Disclosure of events/ information and Determination of materiality as perRegulation 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 andDisclosure Requirements) Regulations, 2015.
Particular of contracts or arrangement made with related party during the year referred toin 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.
During the Financial Year 2023-2024, the Auditors have not reported any matter undersection 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosedunder section 134(3) (ca) of the Companies Act, 2013.
During the year under review, the Company does not have any Subsidiary, Joint Venture orAssociate Company hence provisions of Section 129(3) of the Companies Act, 2013 relatingto preparation of consolidated financial statements are not applicable.
Pursuant to Section 177(9) and (10) of the Companies Act, 2013, and Regulation 22 of theSEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Company hasformulated Whistle Blower Policy for vigil mechanism of Directors and employees to reportto the management about the unethical behavior, fraud or violation of Company’s code ofconduct. The mechanism provides for adequate safeguards against victimization ofemployees and Directors who use such mechanism and makes provision for direct access tothe chairman of the Audit Committee in exceptional cases.
29. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'SOPERATIONS IN FUTURE:
During the period under review no material orders have been passed by the regulators orcourts or tribunals impacting the going concern status and company’s operations in future.
Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respectto 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 properexplanation relating to material departures;
(b) That the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a trueand fair view of the state of affairs of the company at the end of the financial year and ofthe profit or loss of the company for the year review;
(c) That the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act, 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) That the directors had prepared the annual accounts for the financial year ended 31stMarch, 2024 on a going concern basis;
(e) That the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
(f) That the directors had devised proper system to ensure compliance with the provisionsof all applicable laws and that such system were adequate and operating effectively.
Pursuant to the provisions of section 139(8) of the Companies Act, 2013 and rules framethereunder M/s. HCO & Co., Chartered Accountants (FRN:001087C) were appointed as aStatutory 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 anyqualification, reservation or adverse remarks. All Observations made in the IndependentAuditors’ Report and Notes forming part of the Financial Statements are self-explanatoryand do not call for any further comments and also, there is no incident of fraud requiringreporting 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.
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 hasappointed M/s Vikas Verma & Associates (M. No.: F9192 and CP No.: 10786,), PracticingCompany Secretaries, to undertake the secretarial audit of the Company for the FinancialYear 2023-2024.
Secretarial Audit Report
The Secretarial Audit Report for the financial year ended 31st March, 2024 contains thequalification, reservation or adverse remark. A copy of the Secretarial Audit Report (FormMR-3) as provided by the Company Secretary in Practice has been annexed to the Report.('Annexure IV').
The Company has not appointed the Cost Auditor as pursuant to Section 148 of theCompanies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules,2014, the cost audit is not applicable to the Company.
Pursuant to the provisions of section 138 of the Companies Act, 2013 and rules framethereunder M/s Pooja K Agrawal & Associates, Chartered Accountants (FRN: 150906W)were appointed as Internal Auditors of the Company on 18th March, 2024 for the financialyear 2023-2024.
The extract of annual return under Section 92(3) of the Companies Act, 2013 and Rule 12 ofthe Companies (Management and Administration) Rules, 2014 is available on the website ofthe Company at https://www.sblinfra.com/ .
The Company familiarises its Independent Directors on their appointment as such on theBoard with the Company, their roles, rights, responsibilities in the Company, nature of theindustry in which the Company operates, etc. through familiarisation programme. TheCompany also conducts orientation programme upon induction of new Directors, as well asother initiatives to update the Directors on a continuing basis. The familiarisationprogramme for Independent Directors is disclosed on the Company’s websitehttps://www.sblinfra.com/.
The Management’s Discussion and Analysis Report for the year under review, as stipulatedunder regulation 34 (3) and Part B of schedule V of the SEBI (Listing Obligation andDisclosure Requirement) Regulation, 2015 is annexed to this Annual Report as “Annexure- V”.
Commitment to ethical professional conduct is a must for every employee, including BoardMembers and Senior Management Personnel of the Company. The Code is intended to serveas a basis for ethical decision-making in conduct of professional work. The Code of Conductenjoins that each individual in the organization must know and respect existing laws, acceptand provide appropriate professional views, and be upright in his conduct and observecorporate discipline. The duties of Directors including duties as an Independent Director aslaid down in the Companies Act, 2013 also form part of the Code of Conduct. All BoardMembers and Senior Management Personnel affirm compliance with the Code of Conductannually.
The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end, has adopted a policy in line with the provisions of Sexual Harassment of Women atWorkplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. TheCompany has complied with provisions relating to the constitution of Internal ComplaintsCommittee under the Sexual Harassment of Women at Workplace (Prevention, Prohibitionand Redressal) Act, 2013 which redresses complaints received on sexual harassment. Duringthe financial year under review, the Company has not received any complaints of sexualharassment from any of the women employees of the Company.
The Board of Directors of the Company are of the view that currently no significant riskfactors are present which may threaten the existence of the company. During the year, yourDirector’s have an adequate risk management infrastructure in place capable of addressingthose risks. The company manages monitors and reports on the principal risks anduncertainties that can impact its ability to achieve its strategic objectives. The AuditCommittee and Board of Directors review these procedures periodically. The company’smanagement systems, organizational structures, processes, standards, code of conduct andbehaviour together form a complete and effective Risk Management System (RMS).
The Company has a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and certain designated employees of the Company. TheCode requires pre-clearance for dealing in the Company’s shares and prohibits the purchaseor sale of Company shares by the Directors and designated employees while in possession ofunpublished price sensitive information in relation to the Company and during the periodwhen 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.
Your Company complies with the Secretarial Standard on Meetings of Directors (SS-1) andSecretarial Standard on General Meetings (SS-2) whenever it has applicable. Your Companywill comply with the other Secretarial Standards issued by the Institute of CompanySecretaries of India (ICSI) as and when they are made mandatory.
The statements forming part of the Board’s Report may contain certain forward-lookingremarks within the meaning of applicable securities laws and regulations. Many factorscould cause the actual results, performances or achievements of the Company to bematerially
different from any future results, performances or achievements that may be expressed orimplied by such forward looking statements.
Your Directors state that no disclosure or reporting is required in respect of the followingitems 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 Companyreceive any remuneration or commission.
During the financial year under review, there were no applications made or proceedingpending in the name of the company under the Insolvency and Bankruptcy Code 2016.
43. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENTAND VALUATION WHILE AVAILING LOANS FROM BANK AND FINANCIALINSTITUTIONS:
During the financial year under review, there has been no one time settlement of loan takenfrom Banks and Financial Institutions. The company does not have any secured/unsecuredloan from any bank or financial institutions.
Your Company maintains a website https://www.sblinfra.com/ where detailedinformation of the Company and specified details in terms of the Companies Act, 2013 andSEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 have beenprovided.
The Directors regret the loss of life are deeply grateful and have immense respect for everyperson. The Directors wish to convey their appreciation to all of the Company’s employeesfor their contribution towards the Company’s performance. The Directors would also liketo thank the shareholders, employee unions, customers, dealers, suppliers, bankers,governments and all other business associates for their continuous support to the Companyand their confidence in its management.
Place: Delhi For SBL Infratech Limited
Ankit Sharma Rohan Jagdipbhai Vora
Managing Director Director and CFO
DIN:07238593 DIN:09815890