TO THE MEMBERS,
On behalf of the Board of Directors, it is our pleasure to present the
25th Annual Report on the business and operations of your Company together with the
Audited Financial Statement of Brahmaputra Infrastructure Limited ("the Company"
or "BIL") for the financial year ended March 31, 2023.
1. FINANCIAL HIGHLIGHTS
The financial highlights of the Company's operation for the year
ended 31st March 2023 are as under: (Rs. in Crore)
| PARTICULARS |
Standalone |
Consolidated |
|
31.03.2023 |
31.03.2022 |
31.03.2023 |
31.03.2022 |
| Revenue from operations |
178.58 |
160.13 |
178.58 |
160.13 |
| Other Income, Real Estate and Rental Income |
0.47 |
2.47 |
0.47 |
4.19 |
| Total Income |
179.04 |
162.60 |
179.05 |
164.32 |
| Cost of Material Consumed |
90.93 |
63.47 |
90.93 |
63.47 |
| Change in Inventories |
35.17 |
49.55 |
35.17 |
49.55 |
| Employee Benefit Expense |
3.76 |
3.47 |
3.76 |
3.47 |
| Financial Costs |
23.06 |
19.74 |
23.06 |
19.74 |
| Depreciation |
2.23 |
3.08 |
2.28 |
3.11 |
| Construction & Other Expenses |
12.33 |
14.83 |
12.33 |
14.84 |
| Total Expenses |
167.48 |
154.14 |
167.51 |
154.18 |
| Profit/(Loss) before Tax |
11.48 |
9.37 |
11.43 |
11.16 |
| Tax Expense / (Credit) |
0.61 |
4.05 |
0.61 |
4.05 |
| Profit After Tax |
10.87 |
5.32 |
10.69 |
7.11 |
| Total Comprehensive Income for the Period |
10.91 |
5.28 |
10.73 |
7.07 |
| Paid Up Share Capital |
29.02 |
29.02 |
29.02 |
29.02 |
| Reserves & Surplus |
126.47 |
115.57 |
121.08 |
110.34 |
2. PERFORMANCE
During the Period under review, total revenue from operations of the
Company amounting to Rs. 178.58 Crores as against Rs. 160.13 Crores during the previous
year. There is increase in the turnover by 11.52 % as compared to previous year. Profit
after tax is Rs.10.87 Crores during the financial year 2022-23 as against the last
year's Profit after tax of Rs.5.32 Crores. Your Director are putting in their best
efforts to improve the performance of the company.
3. BUSINESS PROSPECTS
BIL has identified roads & highways, tunnels, airports, hydropower,
mining, bridges, real estate and other heavy civil construction works as a potential
growth segment. In the near future the Company is desirous of gradually improving its
penetration and resources to these sectors. Such diversification in different sectors
enables us to reduce dependence on any one sector or nature of the project. To enhance its
in-house expertise, so as to be at par with the other eminent players in the construction
industry and to broaden its operational base in specialized construction field, BIL is
entering into joint ventures with the companies/entities having requisite experience.
Keeping in view the performance and future prospects, the Company will continue to
increase its overall presence in the industry with increased market share. Your Company is
poised for sustained growth and the outlook is bright.
4. DIVIDEND
In Order to conserve the resources of the Company for good future
prospects and growth, the Board of Directors of the Company has not recommended any
dividend to the shareholders for the financial year ended 31st March 2023.
5. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the Period under review there is no amount due to transfer in
the Investor Protection Fund account.
6. FUTURE OUTLOOK
India's recovery from the pandemic has been relatively swift. Robust
domestic demand and a pick-up in capital investment are expected to support growth in
FY23-24. Aided by robust financials, the beginnings of a new private sector capital
formation cycle are visible and, more importantly, to compensate for the private sector's
prudence in capital expenditure, the government significantly increased capital
expenditure. The IMF forecasts India's GDP growth for FY24 to be 5.9%, which is roughly in
accordance with the projections of other multilateral agencies and economists. It is
anticipated that retail inflation will decline from 6.7% in FY23 to 4.9% in FY24, and the
current account deficit will decline from 2.6% of GDP in FY23 to 2.2% of GDP in FY24.
7. PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public within the
meaning of Section 73 to 76 of the Companies Act, 2013 and the rule made there under,
during the period under review.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr.Sanjeev Kumar Prithani (DIN -00003647) Joint Managing
Directors of the Company is liable to retire by rotation at the ensuing Annual General
Meeting pursuant to the provisions of the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 and the Articles of Association
of the Company, and being eligible has offered himself for re-appointment. Your Directors
recommend his reappointment.
As on March 31, 2023 Mr. Sanjeev Kumar Prithani, Mr. Sanjay
Kumar Mozika, Joint Managing Directors, Mr. Raktim Acharjee, Whole Time Director &
Chief Financial Officer, Mr. Manoj Kumar Prithani, Chief Executive Officer and Mr. Vivek
Malhotra, Company Secretary are the Key Managerial Personnel of the Company in accordance
with the provisions of sections 2(51) and 203 of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Also, during the year, the non-executive directors of the Company had
no pecuniary relationship or transactions with the Company, other than sitting fees, and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Company.
9. SHARE CAPITAL
During the year under review, the Company has not issued or allotted
any equity shares with or without differential voting rights. The Paid - up Equity Share
Capital of the Company as at March 31, 2023 stood at 29,01,84,000/-
10. CONSOLIDATED FINANCIAL STATEMENTS AND RESULTS
Your company has prepared Consolidated Financial Statements in
accordance with the applicable Indian Accounting Standards. The Consolidated Financial
Statements reflect the results of the company and that of its Subsidiaries and Joint
Ventures. As per Listing Agreement with stock exchanges, the Audited Consolidated
Financial Statements together with the Auditor's Report thereon are annexed and form
part of this Annual Report.
As required under the provisions of section 129 (3) of the Companies
Act, 2013 the statement containing the salient features of the financial statements of the
company's subsidiaries, associate companies and joint ventures are prepared in form
AOC -1, which is annexed as Annexure A and forms part of this report.
11. TRANSACTIONS WITH RELATED PARTIES
During the financial year 2022-23, the Company has entered into
transactions with related parties as defined under Section 2(76) of the Companies Act,
2013 read with the Companies (Specification of Definitions Details) Rules, 2014, which
were in the ordinary course of business and on arm's length basis and in accordance
with the provisions of the Companies Act, 2013, rules issued there under and in compliance
of the Related Party Policy of the Company and in accordance with Regulation 23 of the
SEBI Listing Regulations.
During the financial year 2022-23, the Company did not enter into
materially significant transactions with Promoters, Key Managerial Personnel or other
related parties. 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. The
details of the related party transactions as required under IND AS- 24 are set out in
Notes to the standalone financial statements forming part of this Annual Report. The
policy on Related Party Transactions as approved by the Board may be accessed on the
Company's website.
12. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company continues to believe in operating and growing its business
in a socially responsible way. This belief forms the core of the CSR policy of the Company
that drives it to focus on holistic development of its host community and immediate social
and environmental surroundings qualitatively. Hence in accordance with the requirements of
Section 135 of the Companies Act, 2013, the Company has constituted a Corporate Social
Responsibility Committee ("CSR Committee"). The composition and terms of
reference of the CSR Committee are provided in Corporate Governance Report.
13. CORPORATE GOVERNANCE
The Company continues to place greater emphasis on managing its affairs
with diligence, transparency, responsibility and accountability and is committed to
adopting and adhering to best Corporate Governance practices. The Board considers itself
as a trustee of its shareholders and acknowledges its responsibilities towards them for
creation and safeguarding their wealth. The Company has set itself the objective of
expanding its capacities. As a part of its growth strategy, it is committed to high levels
of ethics and integrity in all its business dealings that avoid conflicts of interest. In
order to conduct business with these principles, the Company has created a corporate
structure based on business needs and maintains a high degree of transparency through
regular disclosures with a focus on adequate control systems.
As per the requirement of Regulation 27 (2), of LODR, 2015 of the
Listing Agreement a separate Report on Corporate Governance along with the Auditor's
Certificate regarding compliance of conditions of Corporate Governance are part of
Corporate Governance report.
14. SUBSIDIARIES
At present, your Company has two subsidiaries, namely: (i) Brahamputra
Concrete (Bengal) Private Limited (ii) Brahmaputra Concrete Private Limited
15. JOINT VENTURES
At present, your company has no associate Company as per Section 129 of
the Company act, 2013. But the Company has three Joint Ventures on which Consolidation of
Accounts as per Section 129 of Companies Act, 2013 is applicable:
(i) DRA BLA- BCL (JV) (ii) BIL BLA GSCO (JV) (iii) GPL BCL (JV)
16. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE
FINANCIAL STATEMENTS:
The Company has designed and implemented a process driven framework for
Internal Financial Controls ("IFC") within the meaning of the explanation to
Section 134(5)(e) of the Companies Act, 2013 read with Rule 8(5)(viii) of the
Companies(Accounts) Rules, 2014, the Board is of the opinion that the Company has sound
Internal Financial Control commensurate with the nature and size of its business
operations and operating effectively and no material weakness exists. The Company has a
process in place to continuously monitor the same and identify gaps, if any, and implement
new and/ or improved controls wherever the effect of such gaps would have a material
effect on the Company's operations. The Board of Directors of the Company have
adopted various policies like Related Party Transactions Policy, Vigil Mechanism Policy,
Policy to determine Material Subsidiaries and such other procedures for ensuring the
orderly and efficient conduct of its business for 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 information.
The Audit Committee of the Board of Directors actively reviews the
adequacy and effectiveness of the internal control system and suggests improvements to
strengthen the same. The Company has robust management information system, which is an
integral part of the control mechanism.
The Company has identified and documented all key internal financial
controls, which impact the financial statements. The financial controls are tested for
operating effectiveness through on-going monitoring and review process of the management
and independently by the Internal Auditors. In our view the Internal Financial Controls,
affecting the financial statements are adequate and are operating effectively.
17. DECALARATION BY INDEPENDENT DIRECTOR'S UNDER SUB SECTION (6)
OF SECTION 149
(a) INDEPENDENT DIRECTOR
Company having three Independent Directors which are in accordance with
the requirement of Listing Regulation as well as under Companies act, 2013.
The Company has received necessary declaration from all the three
independent Directors to the effect that they meet the criteria of Independence as
provided under Section 149 (6) of the Companies act, 2013 and Regulation 16 (b) of SEBI
LODR Regulations, 2015. In the opinion of the board, they fulfill the conditions specified
in the Act and the Rules made there under for the appointment as Independent Directors and
are Independent of the Management.
(b) WOMEN DIRECTOR
In terms of the provisions of Section 149 of the Companies Act, 2013
and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and pursuant to the Amendments in Listing Regulations based on the recommendations of
the Kotak Committee. Company has complied with the requirement of having at least
one-Woman Independent Director on the Board of the Company Mrs. Anju Kumari, Independent
Director is the Women Director of the Company.
18. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTOR
As trustees of shareholders, Independent Directors play a pivotal role
in upholding Corporate Governance norms and ensuring fairness in decision making. Being
experts in various fields, they also bring Independent Judgment on matters of strategy,
risk management, controls and business performance.
At the time of appointing a new Independent Director, a formal letter
of appointment is given to the Director inter alia; explaining the role, duties and
responsibilities of the Director. The Director is also explained in detail the Compliances
required from him / her under the Act, SEBI Regulations and other relevant regulations.
By way of an introduction to the Company, presentations are also made
to the newly appointed Independent Director on relevant information like overview of the
Company's businesses, market and business environment, growth and performance,
organizational set up of the Company, governance and internal control processes.
On-going familiarization program aims to provide insights into the
Company and the business environment to enable all the Independent Directors to be updated
of newer challenges, risks and opportunities relevant in the Company's context and to
lend perspective to the strategic direction of the Company.
The details of the familiarization programme are also available on the
website of your Company www.brahmaputra group.com
19. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND
INDEPENDENCE OF A
DIRECTOR
In terms of the provisions of Section 178(3) of the Act, and Regulation
19 of the Listing Regulations, the NRC has formulated the criteria for determining
qualifications, positive attributes and independence of Directors, the key features of
which are as follows:
Qualifications- The Board nomination process encourages
diversity of thought, experience, knowledge, age and gender. It also ensures that the
Board has an Appropriate blend of functional and industry expertise.
Positive Attributes- Apart from the duties of Directors as
prescribed in the Act the Directors are expected to demonstrate high standards of ethical
behavior, communication skills and independent judgment. The Directors are also expected
to abide by the respective Code of Conduct as applicable to them.
Independence- A Director will be considered independent if he /
she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder
and Regulation 16(1) (b) of the Listing Regulations.
20. AUDITORS & AUDITORS REPORTS
(a) Statutory Auditors
M/s Goyal Nagpal & Co Chartered Accountants (Registration No.
018289C) were appointed as a Statutory Auditors of the Company in the Annual General
Meeting - 2020 of the Company for a tenure of 5 years.
(b) Secretarial Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014,
Practicing Company secretary Sachin Kumar Shrivastava has conducted secretarial Audit of
the company for the financial year 2022-23. The secretarial Audit Report for the financial
year 2022-23 is enclosed in ‘‘Annexure B.'' Secretarial
Audit Report is self-explanatory and does not call for any further comments.
(c) Annual Secretarial Compliance Report
The Company has undertaken an audit with all applicable compliances, as
per SEBI's Regulations and Circulars, Guidelines issued there under, for the
financial year ended March 31, 2023. The Annual Secretarial Compliance Report issued by
Sachin Kumar Shrivastava, Practicing Company Secretary, has been submitted to the Stock
Exchanges, within sixty (60) days of the end of the financial year.
(d) Cost Auditors
Pursuant to order from the Ministry of Corporate Affairs, M/s Gurvinder
Chopra & Co, Cost accountants have been appointed as Cost Auditors for the Year
2023-24. They are required to submit the report to the Board of Directors within 180 days
or as per the extended time Period whichever is later from the end of the accounting year.
(e) Internal Auditors
M/s Pankaj Chauhan & Associates Chartered Accountant (Firm
Registration No. 030717N) were appointed as an Internal Auditor of the Company u/s 138 of
the Companies act, 2013 for the F.Y. 2022-23.
21. REMUNERATION POLICY & EVALAUTION CRITERIA
As per the listing Agreement LODR, 2015 and Section 134 (3), of the
Companies Act, 2013 on Director's appointment and remuneration including criteria for
determining qualifications, positive attributes, Independence of a director and other
matters provided under Sub section (3) of section 178 of Companies Act, 2013 is given in
Nomination & Remuneration Policy report in ‘‘Annexure - C.''
22. VIGIL MECHANISM
As per of the listing agreement LODR, 2015 and section 177 (9), of the
Companies Act, 2013, the company has established a vigil mechanism for its directors and
employees to report their genuine concerns/ grievances. The Mechanism also provides for
adequate safeguards against victimization of persons who use such mechanism and makes
provisions for direct access to the Committee chairman.
The Company is committed to highest standards of ethical, moral and
legal business conduct. Accordingly, the Board of Directors has formulated a Whistle
Blower Policy in compliance with the provisions of Section 177 (9) & (10) of the
Companies Act, 2013 and Regulation 22 of the SEBI Listing Regulations. The policy has been
annexed to this report as "Annexure D". The policy provides for a
framework and process where by concerns can be raised by its Employees/Directors or any
other person against any kind of discrimination, harassment, victimization or any other
unfair practice being adopted against them through an e-mail, or a letter for this purpose
to the Vigilance Officer / Chairman of the Audit Commitee. The said policy is uploaded on
the website of your Company www.brahmaputragroup.com.
23. ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS
COMMITTEES AND OF
DIRECTORS:
The Board of Directors has carried out an annual evaluation of its own
performance, Board Committees, and individual Directors pursuant to the provisions of the
Act and the Listing Regulations.
The Board evaluated its performance after seeking inputs from all the
Directors on the basis of criteria such as the Board composition and structure,
effectiveness of Board processes, information and functioning, etc. The performance of the
Committees was evaluated by the Board after seeking inputs from the committee members on
the basis of criteria such as the composition of committees, effectiveness of committee
meetings, etc. The above criteria are as provided by the Guidance Note on Board Evaluation
issued by the Securities and Exchange Board of India.
The Chairman of the Board had one-on-one meetings with the Independent
Directors and the Chairman of NRC had one on- one meetings with the Executive and
Non-Executive, Non- Independent Directors. These meetings were intended to obtain
Directors' inputs on effectiveness of the Board/ Committee processes.
The Board and the NRC reviewed the performance of individual directors
on the basis of criteria such as the contribution of the individual director to the board
and committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.
The Board and the NRC reviewed the performance of individual directors
on the basis of criteria such as the contribution of the individual director to the board
and committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.
In a separate meeting of Independent directors, performance of
non-independent directors and the board as a whole was evaluated. The Independent
Directors in the said meeting also evaluated the quality, quantity and timeliness of flow
of information between the company management and the Board that is necessary for the
Board to effectively and reasonably perform their duties. Additionally, the Chairman of
the Board was also evaluated on key aspects of his role, taking into account the views of
executive directors and non-executive directors in the aforesaid meeting. The above
evaluations were then discussed in the board meeting that followed the meeting of the
Independent directors and NRC, at which the performance of the board, its committees and
individual directors was also discussed. Performance evaluation of Independent directors
was done by the entire board, excluding the independent director being evaluated.
Framework for Performance Evaluation of Independent Directors and the Board enclosed in
‘‘Annexure E.''
24. CODE OF CONDUCT
Your Company is committed to conducting its business in accordance with
the applicable laws, rules and regulations and highest standards of business ethics. In
recognition thereof, the Board of Directors has implemented a Code of Conduct for
adherence by the Directors, Senior Management Personnel and Employees of the Company. The
Code of Conduct is dealing with ethical issues and also foster a culture of accountability
and integrity.
25. CONFLICT OF INTERESTS
Each Director informs the Company on an annual basis about the Board
and the Committee positions he occupies in other companies including Chairmanships and
notifies changes during the year. The Members of the Board while discharging their duties,
avoid conflict of interest in the decision-making process. The Members of Board restrict
themselves from any discussions and voting in transactions in which they have concern or
interest.
26. HEALTH, SAFETY AND ENVIRONMENT PROTECTION
Company's Health and Safety Policy commits to comply with
applicable legal and other requirements connected with occupational Health, Safety and
Environment matters and provide a healthy and safe work environment to all employees of
the Company.
27. HUMAN RESOURCE DEVELOPMENT
A major part of the Company strategy is satiated towards our employees
whose relentless support and devotion took our Company to great heights. With construction
that binds the nation, our employees have been our core strength to deepen the roots.
Therefore, as recognition of their perseverance and endeavour, BIL bears the
responsibility of their welfare providing them with many social amenities including
Medical Expense, Provident Fund, Gratuity, and Leave Travel Allowance. A dedicated and
competitive talent is braced in the mould of the vision and mission of the Company. The
potential of each employee is advanced and skills are honed due to the provision of right
opportunities to grow. This includes regular in-house and external training along for
knowledge and skill development. A value-driven work environment with satisfaction and
appreciation as well as professionalism has led us build an excellent team. This year saw
a lot of reforms and changes in the approach and execution of different activities
relating to welfare and maintenance of our workforce with added focus on all employees.
28. SECRETARIAL STANDARDS
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India on Board and General Meetings.
29. INDUSTRIAL RELATIONS
Our business is dependent on highway construction projects undertaken
by large Indian and on infrastructure projects undertaken by government authorities. We
therefore must develop and maintain strategic alliances with other construction developers
that undertake contracts for such infrastructure development projects and we intend to
continue to explore entering into Joint ventures, consortium or sub-contract relationships
for specific projects with certain of these EPC contractors. In addition, we develop and
maintain relationships and pre-qualified status with certain major clients and obtaining a
share of contracts from such clients.
30. INVESTOR GRIEVANCE REDRESSAL
As per regulation 13 of SEBI (Listing Obligation & disclosure
Requirements), Regulations 2015 the number of complaints received and resolved to the
satisfaction of investors during the year under review. There was no pending complaint or
share transfer cases as on 31st March, 2023, as per the certificate given by RTA.
31. DISCLOSURE REQUIREMENTS
As per SEBI Listing Regulations, the Corporate Governance Report along
with Auditors' Certificate there on, and the Management Discussion Analysis are
attached, which forms part of this report.
The Company has devised proper systems to ensure Compliance with the
Provisions of all applicable Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate and operating effectively.
(a) Audit Committee
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this report concerns can be raised
by its Employees/Directors or any other person against any kind of discrimination,
harassment, victimization or any other unfair practice being adopted against them through
an e-mail, or a letter for this purpose to the Vigilance Officer / Chairman of the Audit
Committee.
(b) Number of Board Meetings of The Board
Six Meetings of the Board were held during the year. For details of the
meeting of the Board, please refer to the Corporate Governance Report, which forms part of
this report.
(c) Particulars of Loans, Guarantees and Investments
The particulars of loans, guarantees and investments have been
disclosed in the financial statements. During the period under review Company fully Comply
with the Provisions of Section 185 and 186 of the Companies Act, 2013.
(d) Disclosure of Particular with Respect to Conservation of Energy,
Technology Absorption and Foreign Exchange Earning and Outgo.
As the core activities of the Company are not power intensive, no
information is required to be furnished regarding Conservation of Energy.
No research and development activity were undertaken by the Company nor
was any technology imported during the year. Indigenous technology available is
continuously been upgraded to improve overall performances.
| Foreign Exchange Earning |
NIL |
| Receivable in Foreign Currency |
NIL |
(e) Particular of Employees.
The ratio of the remuneration of each director to the median
employee's remuneration and other details in terms of Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 forms part of this Board's report as "Annexure F".
The statement containing particulars of employees as required under
Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and Rule 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of
this Board's report. However, as per Section 136(1) of the Act and second proviso of
Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Report and Financial Statements are being sent to the Members of the Company
excluding the said statement. Any Member interested in obtaining a copy of the said
statement may write to the Company Secretary at the Registered Office of the Company.
(f) Cost Records
In terms of Rule 8(5) of Companies (Accounts) Rules, 2014, the Company
is required to maintain cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013 read with rule 3 of Companies
(cost records and audit) Rules, 2014 and accordingly such accounts and records are made
and maintained by the Company.
(g) Policy on Prohibition, Prevention and Redressal of Sexual
Harassment of Women at Workplace.
The Company has framed the policy on Prohibition, Prevention and
Redressal of Sexual Harassment of Women at Workplace and matter connected therewith or
incidental thereto covering all the aspects as contained under ‘The Sexual Harassment
of Women at Workplace (Prohibition, Prevention and Redressal) Act [‘the Act'].
The Company has constituted Internal Complaints Committee under the Act. During the period
under review, no compliant was received.
(h) Annual Return
Pursuant to the provisions of Section 134(3) (a) of the Act, the draft
annual return as on 31st March, 2023 prepared in accordance with the provisions of Section
92(3) of the Act is made available on the website of your Company and can be assessed
using the link www.brahmaputragroup.com.
32. DIVIDEND DISTRIBUTION POLICY
The policy determining the distribution parameters of dividend to its
shareholders, The Policy is enclosed as an "Annexure-G" to the
Board's Report and is also available on the Company's website at www.brahmaputragroup.com
33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Operational performance of each business segment has been
comprehensively covered in the Management Discussion and Analysis Report and annexed as Annexure
- H forms part of this Report.
34. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section134 (5) of the Companies Act, 2013, the Board of
Directors of the Company hereby state and confirm that:
a) In the preparation of annual accounts for the financial year ended 31st
March 2023, the applicable Indian accounting standards have been followed and there
are no material departures.
b) They 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 at the end of financial
year ended 31st March, 2023 and of the Profit & Loss account of the Company for
that period;
c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the Provision of the Act, for safeguarding
the assets of the Company and for preventing and detecting fraud and other irregularities;
and
d) they have Prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by
the Company and such internal financial controls are adequate and were operating
efficiently.
f) they have devised proper systems to ensure compliance with the
provision of all applicable laws and that such systems are adequate and operating
effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal,
statutory and secretarial auditors and external consultants, including the audit of
internal financial controls over financial reporting by the statutory auditors and the
reviews performed by management and the relevant board committees, including the audit
committee, the Board is of the opinion that the Company's internal financial controls
were adequate and effective during FY2022-23.
35. GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
a) Change in the nature of business;
b) Voluntary revision of Financial Statements or Board's Report;
c) Material change affecting the financial position of the Company;
d) Issue of equity shares with differential rights as to dividend,
voting or otherwise;
e) No director is in receipt of commission from the Company and Neither
the Managing Director nor the Whole-time Directors of the Company received any
remuneration or commission from any of its subsidiaries Companies;
f) There was no instance of reporting of fraud to the Audit Committee
and of Directors;
g) There was no instance of any Employee Stock Options, Equity Share
with differential voting rights as to dividend, voting or otherwise.
h) The Board of Directors state that no disclosure or reporting is
required in respect of the following items as there were no transactions on these items
during the year under review:
(i) As per rule 4(4) the Companies (Share Capital and Debentures)
Rules, 2014, the Company has not issued equity shares with differential rights as to
dividend, voting or otherwise.
(ii) As per rule 8(13) the Companies (Share Capital and Debentures)
Rules, 2014, the Company has not issued shares (including sweat equity shares) to
employees of the Company under any scheme.
(iii) As per rule 12(9) the Companies (Share Capital and Debentures)
Rules, 2014, the Company has not issued equity shares under the scheme of employee stock
option.
36. PROCEEDING OR SETTLEMENT UNDER INSOLVENCY AND BANKRUPTCY CODE
During the year under review, no proceedings have been initiated
against the Company under the Insolvency and Bankruptcy Code, 2016, and no proceedings
under the Insolvency and Bankruptcy Code, 2016, were pending at the end of the year.
37. ONE TIME SETTLEMENT
The Company has not made any one-time settlement, as prescribed under
Section 134 of the Act read with Rule 8(5) of the Companies (Accounts) Rules, 2014.
38. SIGNIFICANT ORDERS ISSUED, IF ANY
There are no significant and material orders passed against the Company
by the regulators or courts or tribunals, during the year ended March 31, 2023, which
would impact the going concern status of the Company and its future operations.
ACKNOWLEDGEMENT
Your Directors would like to acknowledge and place on record their
sincere appreciation to all stakeholders, banks and financial institutions, clients,
vendors, Intermediaries associated with the Company, for their cooperation and continued
support for the growth of the Company. The Directors also wish to acknowledge the
assistance received from various regulatory bodies, NHAI, DDA,NBCC Ministry of Corporate
Affairs, BSE
Limited, Securities and Exchange Board of India and other Central and
State Government agencies and thank them for the same and look forward to their continued
support.
The Directors appreciate and value the contribution made by every
member of the BIL family.
| Place: New Delhi |
By order of the Board of Directors |
| Date: 08.12.2023 |
For Brahmaputra Infrastructure Limited |
|
Sanjay Kumar Mozika |
|
Chairman & Joint Managing Director |
|
Din : 00004508 |
|