Infra Trade Limited
The Directors are pleased to present the Twenty Fifth Annual Report and the AuditedFinancial Statements for the year ended 31st March 2019:
1. FINANCIAL RESULTS
(Rs. in Lakh except per share data)
|Particular ||2018-19 ||2017-18 |
|Revenue from Operations ||15844.21 ||4030.69 |
|Other Income ||14.00 ||33.87 |
|Total Income ||15858.21 ||4064.56 |
|Expenditure ||15539.36 ||3868.87 |
|Profit before exceptional items finance costs depreciation and taxes ||320.98 ||195.69 |
|Finance Costs ||17.89 ||2.08 |
|Depreciation / Amortisation ||72.84 ||21.97 |
|Profit before exceptional items and taxes ||228.12 ||171.64 |
|Exceptional items ||0.00 ||0.00 |
|Profit before taxes ||228.12 ||171.64 |
|Income taxes || || |
|-Current ||75.00 ||37.00 |
|-Deferred ||(8.63) ||(68.31) |
|-Income Tax paid ||1.99 ||00.00 |
|-MAT credit entitlement ||0.00 ||36.60 |
|Profit after taxes for the year ||142.50 ||102.93 |
|Profit for the year ||142.50 ||102.93 |
|EPS || || |
|Basic ||0.12 ||0.08 |
|Diluted ||0.12 ||0.08 |
During the financial year 2018-19 the Company has recorded revenue of Rs. 15844.21Lakh compared to revenue Rs. 4030.69 Lakh in the previous year. The Company has earned netprofit of Rs. 142.50 Lakh during the year as compared to Profit Rs. 102.93 Lakh in theprevious year. The Directors are optimistic about future performance of the Company.
As the company kept the profits for investment in expansion of jewellery Business itregrets not to recommend any dividend. But the directors are hopeful better result inensuring future.
3. Transfer to General Reserve
An amount of Rs.142.50 Lakh is proposed to be transferred to the General Reserve.
The Company expects macro-economic situation to improve with real GDP growth around 5%for the fiscal year 2019-20. The impact of introduction of GST had on the economy seemedto be over. Compliance under GST has settled down. High gold prices and stricterregulation have impacted growth in the jewellery industry and the company expects to growthrough gains in market share.
5. Public Deposits
The Company has not accepted any Public Deposits or any Fixed Deposit during thefinancial year 2018-19 and hence there are no defaults in repayment of amount of principleand interest as on the date of Balance Sheet.
6. Material changes and commitments affecting financial position between end of thefinancial year and date of report
There have been no material changes and commitments affecting financial positionbetween end of the financial year and the date of the report.
7. Significant and material orders
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
8. Particulars of loans guarantees and investments
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
9. Adequacy of internal controls and compliance with laws
The Company during the year has reviewed its Internal Financial Control (IFC) systemsand has continually contributed to establishment of more robust and effective IFCframework prescribed under the ambit of Section 134(5) of Companies Act 2013. Thepreparation and presentation of the financial statements is pursuant to the controlcriteria defined considering the essential components of Internal Control - as stated inthe "Guidance Note on Audit of Internal Financial Controls over Financial Reportingissued by the Institute of Chartered Accountants of India (ICAI)". The controlcriteria ensures the orderly and efficient conduct of the Company's business includingadherence to its policies the safeguarding of its assets the prevention and detection offrauds and errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information. Based on the assessment carried out by theManagement and the evaluation of the results of the assessment the Board of Directors areof the opinion that the Company has adequate Internal Financial Controls system that isoperating effectively as at 31st March 2019. There were no instances of fraudwhich necessitates reporting of material misstatement to the Company's operations. Therehas been no communication from regulatory agencies concerning non-compliance with ordeficiencies in financial reporting practices. Although Auditors has given some qualifiedopinions on which management is giving their full initiative to rectify it within time andensure to the members to doesn't continue with coming Financial Year.
10. Audit committee
The details pertaining to the composition of the audit committee are included in theCorporate Governance Report which is a part of this report.
11. Risk Management
The requirement of constitution of Risk Management committee is not applicable to theCompany.
12. Related Party Transactions
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interests of the Company at large. All related partytransactions are placed before the Audit Committee and the Board for approval ifapplicable. Prior omnibus approval of the Audit Committee is obtained for the transactionswhich are of a foreseen and repetitive nature. The transactions entered into pursuant tothe omnibus approval so granted are verified by the Internal Auditor and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval if applicable on a quarterly basis. TheCompany has developed an Internal Guide on Related Party Transactions Manual andprescribed Standard Operating Procedures for purpose of identification and monitoring ofsuch transactions. The Policy on Related Party Transactions as approved by the Board isuploaded on the Company's website. None of the Directors has any pecuniary relationshipsor transactions vis-a-vis the Company. There were no transactions during the year whichwould require to be reported in Form AOC-2.
13. Subsidiaries / Joint Venture / Associate Company
As on 31st March 2019 the Company had no subsidiaries/ Associate/ JointVenture:
14. Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The particulars as prescribed under sub-section (3) (m) of Section 134 of the Act readwith Rule 8 of the Companies (Accounts) Rules are furnished in Annexure- I to the Board'sReport.
15. Corporate Social Responsibility (CSR)
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
16. Extract of Annual Return
As provided under Section 92(3) of the Act the extract of annual return is given inAnnexure-II in the prescribed Form MGT-9 which forms part of this Report.
17. Dividend Distribution Policy
The Dividend Distribution Policy is annexed as Annexure-III.
18. Vigil Mechanism
The Company has a whistle blower mechanism wherein the employees can approach theManagement of the Company (Audit Committee in case where the concern involves the SeniorManagement) and make protective disclosures to the Management about unethical behaviouractual or suspected fraud or violation of the Company's Code of Conduct. The WhistleBlower Policy requires every employee to promptly report to the Management any actual orpossible violation of the Code or an event he becomes aware of that could affect thebusiness or reputation of the Company. The disclosures reported are addressed in themanner and within the time frames prescribed in the policy. A mechanism is in placewhereby any employee of
the Company has access to the Chairman of the Audit Committee to report any concern. Noperson has been denied access to the Chairman to report any concern. Further the saidpolicy has been disseminated within the organisation and has also been posted on theCompany's website.
19. Secretarial Standards
The Directors state that the applicable Secretarial Standards i.e SS-1 and SS-2 issuedby the Institute of Company Secretaries of India relating to Meeting of Board ofDirectors and General Meetings respectively have been duly complied with.
20. Disclosures as per the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the rules thereunder for prevention and redressalof complaints of sexual harassment at workplace. During the financial year 2017-18 theCompany had received no complaints on sexual harassment all were disposed-off withappropriate action taken and no complaint remains pending as of 31st March 2018.
21. Details in respect of Frauds reported by Auditors under sub-section (12) of Section143other than those which are reportable to the Central Government
The Statutory Auditors of the Company have not reported any fraud as specified underthe second proviso of Section 143(12) of the Companies Act 2013 (including any statutorymodification(s) or re-enactment(s) for the time being in force).
22. Corporate Governance
As per SEBI Listing Regulations a Management Discussion and Analysis CorporateGovernance Report and Auditors' Certificate regarding compliance of conditions ofCorporate Governance forms part of the Annual Report.
23. Directors and Key Managerial Personnel
Mr. Bhagat Ram and Mr. Sudhir Sharma are the Independent Directors and all have givendeclarations that they continue to meet the criteria of independence as laid down underSection 149(6) of the Companies Act 2013 and Regulation 25 of the Listing Regulations.
Subsequently Mr. Mudit Basal and Mrs. Sonia Hans resigned from Directorship of theCompany w.e.f. 10th August 2019 and Mr. Raj Kumar has also resigned from thepost of Chief Financial Officer (CFO) w.e.f 30th July 2019.
Mr. Sudhir Sharma was appointed as an Additional Directors and Independent Directors onthe Board of the Company on 30th July 2019. Member's attention is drawn toItem No. 3 of the Notice for appointment of Mr. Sudhir Sharma as an Independent Directorof the Company.
In accordance with the provisions of the Act and in terms of the Memorandum andArticles of Association of the Company Mrs. Madhvi Gupta retires by rotation at theAnnual General Meeting.
None of the Directors is related to each other within the meaning of the term"relative" as per Section 2(77) of the Act.
Ms. Ritu Nagpal was appointed as Company Secretary under Key Managerial Personnelcategory on 10th August 2019.
Mr. Jasvinder Singh also appointed as Chief Financial Officer of the Company on 30thJuly 2019.
Pursuant to the provisions of Section 203 of the Act the following are the Keymanagerial personnel of the Company:
1. Mr. Rajnish Chopra- Managing Director
2. Mr. Jasvinder Singh- Chief Financial Officer
3. Ms. Ritu Nagpal- Company Secretary
24. Directors' Responsibility Statement
Based on the framework of Internal Financial Controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed byManagement and the relevant Board Committees including the Audit Committee the Board isof the opinion that the Company's internal financial controls are adequate and operatingeffectively during FY 2018-19.
Accordingly pursuant to the requirements of Section 134 (5) of the Act the Directorshereby confirm that:
i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
ii. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and are operating effectively;
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
25. Board Evaluation
The performance evaluation of the Board its Committees and individual Directors wasconducted and the same was based on questionnaire and feedback from all the Directors onthe Board as a whole its Committees and self-evaluation pursuant to the provisions of theCompanies Act 2013 SEBI Listing Regulations and the Guidance Note on Board's Evaluationissued by SEBI on 5th January 2017.
The Chairperson of the Nomination and Remuneration Committee (NRC) held separatediscussions with each of the Directors of the Company and obtained their feedback onoverall Board effectiveness as well as on each of the other Directors.
Based on the questionnaire and feedback the performance of every Director wasevaluated by the NRC.
Some of the key criteria for performance evaluation as laid down by the NRC were asfollows-
Performance evaluation of Directors:
Contribution at Board / Committee meetings
Guidance / Support to Management outside Board/ Committee Meetings
Performance evaluation of Board and Committees:
Board structure and composition
Degree of fulfillment of key responsibilities
Establishment and delineation of responsibilities to Committees
Effectiveness of Board Processes Information and Functioning
Board Culture and Dynamics
Quality of relationship between the Board and Management
Efficacy of communication with External Stakeholders
Committees - strengths and areas of improvement
26. Independent Directors
A separate meeting of the independent directors ("Annual ID Meeting") wasconvened which reviewed the performance of the Board (as a whole) the non-independentdirectors and the Chairman. Post the Annual ID Meeting the collective feedback of each ofthe Independent Directors was discussed by the Chairperson of the NRC with the Boardcovering performance of the Board as a whole performance of the non-independent directorsand performance of the Board Chairman.
27. Remuneration Policy
The Board has on the recommendation of the NRC framed a policy for selection andappointment of Directors Senior Management and their remuneration. The RemunerationPolicy is stated in the Corporate Governance Report.
28. Policy on Directors' appointment and remuneration and other details
The guidelines for selection of Independent Directors are as set out below:
The Board Nomination and Remuneration Committee ("Committee") oversees theCompany's nomination process for Independent Directors and in that connection to identifyscreen and review individuals qualified to serve as an Independent Director on the Board.
Process for selection
The Committee may act on its own in identifying potential candidates. The Committeeshall review and discuss details pertaining to candidates and will conduct evaluation ofcandidates in accordance with the process that it sees fit and appropriate and thereafterpass on its recommendation for nomination to the Board based on the following guidelines:
i) The Committee shall seek candidates who is not a nominee or related to eitherPromoter of the Company. Such candidates shall possess integrity leadership skillsmanagerial qualities foresight abilities and competency required to direct and overseethe Company's management in the best interest of its stakeholders i.e. shareholderscustomers employees and communities it serves.
ii) The candidate must be willing to regularly attend the meetings of the Board anddevelop a strong understanding of the Company it's businesses and it's needs tocontribute his/ her time and knowledge to the Company and to be prepared to exercisehis/her duties with skill and care. Besides these the candidate should have anunderstanding of governance concepts and legal duties of a Director.
iii) It is desirable that the candidate should have expertise to fill in the gap(s)identified by the Company in the current composition of the Board.
iv) The candidate's age shall not exceed 70 years at the time of joining the Board.
v) Forthrightness and ability to possess foresight abilities in the Governance of aCorporate. Board Composition Keeping in mind that women constitute a majority of theCompany's customers it would be desirable to have optimum number of the Board's strengthrepresented by woman members.
i) The Committee may retain search firms or advisors as it deems appropriate toidentify candidates.
ii) Develop a list of potential candidates of Independent Directors which may berefreshed every year. The Committee to create a list of probable candidates from knownsources or from the database of Ministry of Corporate Affairs Government of India orStock Exchanges.
iii) The Committee may also consider profiles of suitable expatriates.
iv) The candidate considered by the Committee as potentially qualified will becontacted to determine their interest in being considered to serve on the Board and ifinterested will be interviewed. As and when a candidate is shortlisted the Committee willmake a formal recommendation to the Board.
29. Other Disclosures
The information required under Section 197 of the Act read with Rule 5(1) of theCompanies
(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given below:
i) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:
|Sl. No. Name of the director ||Remuneration (In Rs.) |
|A Median Employee remuneration ||306150 |
|B Director's remuneration ||2160000 |
Note: Remuneration includes sitting fees and commission for Non-Executive Directors.Commission relates to financial year ended 31st March 2019 which will be paid during theFY 2018-19.
30. Information as per Rule 5(2) of the Chapter XIII the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014
The statement containing names of top ten employees in terms of remuneration drawn andthe particulars of employees as required under Section 197(12) of the Act read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is provided in a separate annexure forming part of this report. Further the report andthe accounts are being sent to the members excluding the aforesaid annexure. In terms ofSection 136 of the Act the said annexure is open for inspection at the Registered Officeof the Company. Any shareholder interested in obtaining a copy of the same may write tothe Company Secretary.
a) Statutory Auditors
The Board of Directors of the Company at its meeting held on 1st September2018 have appointed M/s Apra & Associates LLP Chartered Accountants (FRN: 011078N)subject to approval of shareholders at ensuing Annual General Meeting to hold office fromthe conclusion of 25 th Annual General Meeting till the conclusion of 29thAnnual General Meeting.
The Board recommends to the members of the Company approval of appointment of M/s. Apra& Associates LLP Chartered Accountants (FRN: 011078N) as the Statutory Auditors ofthe Company. Your Company has received a letter from M/s. Apra & Associates LLPChartered Accountants (FRN: 011078N) to the effect that their appointment if madewould be under the second and third proviso to Section 139 (1) of the Companies Act 2013and that they are not disqualified within the meaning of Section 141 of the Companies Act2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules 2014.
STATUTORY AUDITOR'S REPORT the Auditors have given an audit report on financial of2018-19 and annexed herewith
Statutory Auditor's Observations: The observations made by Auditor with reference tonotes to account are self-explanatory and need no comments.
b) Secretarial Audit
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 Purvika Mishra & Associates Practicing Company Secretary to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit is annexedherewith as Annexure-IV.
Your Directors wish to place on record their appreciation of the support which theCompany has received from its promoters shareholders lenders business associatesvendors customers media and the employees of the Company.
Annexure - I
[Pursuant to Section 134 of the Act and Rule 8 of the Companies (Accounts) Rules 2014]TECHNOLOGY ABSORPTION ADAPTATION AND INNOVAT ION
The Company liaises with various research institutes in India for research support andcontinuous to work on cutting edge technologies in the jewellery industry. The company hasengaged technical experts in specific areas of operations for developing capability andadopting benchmark process technologies.
CONSERVATVAION OF ENERGY & FUEL
The Company takes responsible approach towards consumption of natural resourcesfocusing on maximizing conservation and minimizing environmental impact due to itsbusiness activities. Lightings have been replaced with LEDs in its premises for betterenergy efficiency and only LED lightings were used for all the new projects furtherJewellery Division has taken various energy conservation initiatives which has led tocumulative savings.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review the Company earned no foreign expenditure or earning.