To,
The Members,
Your Directors present 42nd Annual Report on the business and operations of
the Company together with the audited financial statements for the financial year ended 31st
March, 2025 and other accompanying reports, notes and certificates.
| Particulars |
Standalone |
Consolidated |
|
Year ended 31.03.2025 |
Year ended 31.03.2024 |
Year ended 31.03.2025 |
Year ended 31.03.2024 |
| Revenue from operations |
483.51 |
199.86 |
1024.46 |
382.86 |
| Revenue from Other Income |
0.33 |
1.86 |
80.75 |
102.45 |
| Total Income |
483.84 |
201.73 |
1105.18 |
485.31 |
| Profit / (loss) before Financial Expenses, Preliminary expenses, Depreciation and
Taxation |
37.96 |
26.85 |
229.22 |
73.77 |
| Less: Financial expenses |
2.70 |
13.72 |
118.11 |
56.86 |
| Operating profit / (loss) before Preliminary expenses, Depreciation & Taxation |
35.26 |
13.13 |
111.11 |
16.91 |
| Less: Depreciation & Preliminary expenses written off |
1.72 |
0.14 |
22.17 |
22.96 |
| Profit before Taxation |
33.54 |
12.99 |
88.94 |
(6.06) |
| Less: Provision for Taxation |
- |
- |
- |
- |
| Current Tax |
9.24 |
1.67 |
12.27 |
6.31 |
| Short/(Excess) tax provision for earlier years |
|
|
|
|
| Deferred Tax |
0.02 |
0.17 |
(2.21) |
0.30 |
| Profit after Taxation |
24.10 |
11.14 |
78.71 |
(12.66) |
OVERVIEW OF COMPANY'S PERFORMANCE
1. Operations:
The performance of the company during the year was satisfactory. During the year under
review the turnover of the Company was Rs.483.51/- (in Lakhs) as against Rs.201.73/- (in
Lakhs) during the previous year. The Consolidated turnover of the Company was Rs.1105.18/-
(in Lakhs) as against Rs. Rs.485.31/- (in Lakhs) in previous year.
2. Share Capital:
The Authorised Share Capital of the Company is Rs.6,00,00,000. The Issued, Subscribed
and Paid up Equity Share Capital of the Company as on 31st March, 2025 was
Rs.5,30,68,000 divided into 53,06,800 Equity Shares of Rs.10 each, fully paid up. During
the year under review the company has not issued shares with differential voting right nor
granted Stock Option or Sweat Equity.
3. Dividend& Reserves:
The Board does not recommend any dividend for the financial year 2024-25 under review.
During the year under review no amount was transferred to reserves.
4. Matters Related to Directors and Key Managerial Personnel:
A. Composition of the Board:
As on 31st March, 2025, the Board of Directors comprises of 5 (Five)
Non-Executive Directors and 1 (One) Executive Director. The Non-Executive Directors
include 4 (Four) Independent Directors (including a Woman Director). The composition of
the Board is in conformity with the provisions of the Act and Regulation 17 of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations").
The composition of the Board is in conformity with the Company Act, 2013 which, inter
alia, stipulates that the Board should have an optimum combination of Executive and
Non-Executive Directors with at least one Woman Director and at least 1/3 of the Board
should consist of Independent Directors.
B. Director's attendance record and details of Directorships positions held:
| Name of Director |
Designation & Category of Directorship |
No. of Board Meeting attended |
| Mr. Ankush Mehta |
Chairman & Managing Director |
4 |
| Mr. Bhavik Mehta |
Non-Executive Director |
4 |
| Ms. VarishaKanungo |
Non-Executive Independent Director |
4 |
| Mr. Raj en Mehta |
Non-Executive Independent Director |
4 |
| Mr. Rahul Kanungo |
Non-Executive Independent Director |
4 |
| Mr. Nitesh Jain |
Non-Executive Independent Director |
4 |
Declaration by an Independent Director(s) and re- appointment
The Company has received declaration of Independence from all the Independent Directors
as required under Section 149(7) of the Companies Act, 2013 confirming that they meet the
criteria of independence under Section 149(6) of the Companies Act, 2013 read with
Regulation 16(1)(b) of SEBI (LODR). In the opinion of the Board, the Independent Directors
fulfil the said conditions of Independence. The Independent Directors have also confirmed
that they have complied with the Company's Code of Business Conduct & Ethics.
The Company has four Independent Directors, as a set of Practice, Company is used to
take declaration of Independence from Independent Director in the first board meeting of
Directors after their appointment and in every first board Meeting of the Financial Year.
An Independent Director who has been appointed in last AGM shall hold office for a term up
to five consecutive years on the Board of a Company, but shall be eligible for
reappointment for next five years on passing of a special resolution by the Company.
C. Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Company has
three Key Managerial Personnel viz. Mr. Ankush Mehta as the Chairman & Managing
Director and Chief Executive Officer, and Mr. Dilip Mehta as the Chief Financial Officer
of the Company.
5. Board Evaluation:
The Board of Directors carried out an annual evaluation of its own performance,
performance of Board Committees and individual Directors pursuant to the provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The performance of the Board, the Committees and individual Directors
was evaluated by the Board after seeking inputs from all the Directors through a
questionnaire.
The evaluation framework for assessing the performance of Directors of the Company
includes various parameters like qualifications, knowledge, level of engagement and
contribution, skills and experience in the respective fields, honesty, integrity, ethical
behaviour and leadership, Independence of judgment, attendance at the meetings,
understanding the business, regulatory, competitive and social environment, understanding
strategic issues and challenges etc. In a separate meeting of Independent Directors,
performance of Non-Independent Directors and performance of the Board as a whole was
evaluated, taking into account the views of the Non-Executive Directors. Performance
evaluation of Independent Directors was done by the entire Board, excluding the
Independent Director being evaluated. The Board of Directors expressed their satisfaction
over the evaluation process.
6. Number of meetings of the Board of Directors:
The Board has met 4 times during the Financial Year 2024-25 i.e. on 25th
May, 2024; 09th August, 2024; 08th November, 2024, 03rd
February, 2025.The intervening gap between the meetings was within the period prescribed
under the Companies Act, 2013.
Board Committees:
The Board of Directors has constituted three Committees which are as follows:
1. Audit Committee,
2. Nomination and Remuneration Committee and
3. Stakeholders Relationship Committee.
All decisions pertaining to the constitution of Committees, appointment of Members and
fixing of terms of reference / role of the committees are taken by the Board of Directors.
A detailed particular relating to the above Committees forms an integral part of this
report.
7. Deposits:
During the year under review your Company has not accepted any deposit. Hence the
provision for disclosure of the information relating to deposit is not applicable.
8. Material changes and commitments affecting the financial position of the Company:
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to
which the financial statements relate and the date of the Report.
9. Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company's operations in future:
No significant and material order passed by the any regulators or courts or tribunals
impacting the going concern status and company's operations in future.
10. Consolidated Financial Statements and Subsidiary Companies:
As on March 31, 2024, the Company had 2 subsidiaries. Pursuant to Section 129 (3) of
the Companies Act, 2013 ("the Act"), consolidated financial statement of the
Company and all its subsidiaries have been prepared, which is a part of this Annual
Report.The consolidated financial statements of the Company and its Subsidiaries, prepared
in accordance with applicable Accounting Standards, issued by the Institute of Chartered
Accountants of India. In terms of Section 13 6 of the Companies Act, 2013 ('the Act'),
financial statements of the subsidiary companies are not required to be sent to the
members of the Company. The Company will provide a copy of separate annual accounts in
respect of each of its subsidiary to any shareholder of the Company if so desired and said
annual accounts will also be kept open for inspection at the Registered Office of the
Company. In accordance with Section 136 of the Companies Act, 2013, the audited financial
statements, including the consolidated financial statements and related information of the
Company and audited accounts of its subsidiary are available on the Company's website.
A statement containing the salient features of the financial statement of the
subsidiary in the prescribed format AOC 1 is provided in the Financial Statement, which
forms an integral part of this report. The statement also provides the details of
performance and financial position of the subsidiary.
11. Directors' Responsibility Statement:
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, your
Directors, to the best of their knowledge and belief and according to information and
explanation obtained by them, confirm that:
A. In the preparation of the annual financial statements for the year ended 31st
March, 2025, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
B. Such accounting policies as mentioned in the Notes to the financial statements have
been selected and applied consistently and judgments and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the
Company as at 31st March, 2025 and Profit of the Company for the year ended on
that date;
C. Proper and sufficient care has been taken for maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
D. The annual financial statements have been prepared on a going concern basis;
E. Proper internal financial controls had been laid down and followed and that such
internal financial controls are adequate and were operating effectively; and
F. Proper systems to ensure compliance with the provisions of all applicable laws were
in places which were adequate and operating effectively.
12. Annual return:
The Annual Return as provided under Section 92(3) read with rules of the Companies Act,
2013 as on 31st March, 2025 is available on the website of the Company at:
www.neoinfraconltd.com.
13. Conservation of energy, technology absorption and foreign exchange earnings and
outgo:
The particulars as required under the provisions of Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2015 in respect of
conservation of energy and technology absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review.
The details of foreign exchange earnings and outgo during the year under review are as
below: As the company business is totally situated in within the national boundaries and
no agreement for purchase or sale done with any foreign parties and hence for the year
under review company has no foreign exchange earnings or expenses.
14. Corporate Social Responsibility:
During the year under review company has not exceeds any of the limit prescribed in
section 135 hence the company does not require to comply with the provisions of Corporate
Social Responsibility nor required to make any provision of expenses for CSR activities
given in Schedule VII of the Companies Act, 2013.
15. Details of establishment of vigil mechanism for directors and employees:
The corporate affairs of the Company are carried out in a fair and transparent manner.
The Company has a vigil mechanism named Whistle Blower Policy to deal with any instances
of fraud and mismanagement in the Company. The whistle blower mechanism shall provide for
adequate safeguards against victimization of persons who use such mechanism and make
provision for direct access to the Chairperson of the Audit Committee on appropriate or
exceptional cases. It is affirmed that no personnel of the Company have been denied access
to the Audit Committee.
16. Particulars of loans, guarantees or investments under section 186:
During the year under review the Company has not provided any short or long term loan
and advances, securities, or made investment in any body-corporate or any other person as
defined in section 186 of Companies Act, 2013.
The Company has provided a Corporate Guarantee to the bank for its Wholly Owned
Subsidiary.
17. Particulars of contracts or arrangements with related parties:
All Related Party Transactions are first placed before the Audit Committee for its
prior / omnibus approval which are of a foreseen and repetitive nature and thereafter
referred to the Board. The transactions entered into with the related parties are at arm's
length and in the ordinary course of business and are in accordance with the provisions of
the Companies Act, 2013 read with rules made there under and Regulation 23 of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015.
The requisite disclosure is furnished in Form AOC 2 as Annexure I of this Report. There
are materially significant related party transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large. All related party transactions are
mentioned in the Notes to the Financial Statements and also disclosed to Stock Exchange on
half yearly basis pursuant to clause 23(9) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. None of the transactions with any of related parties were
in conflict with the Company's interest.
18. Particulars of Employees:
The statement containing particulars of employees as required under Section 197(12) of
the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of this Report. Pursuant to Section 136(1) of
the Act, this Report is being sent to the Members of the Company excluding the aforesaid
information. However, copy of this statement may be obtained by the Members by writing to
the Company Secretary.
None of the employees listed in the said Annexure is related to any Director of the
Company. None of the employees hold (by himself or along with his / her spouse and
dependent children) more than 2% of the equity shares of the Company.
19. Statutory Auditors:
The Company's Statutory Auditors, M/s D Kothary & Co., Chartered Accountants,
registered with the Institute of Chartered Accountants of India vide registration number
105335W re-appointed for five years till the conclusion of 46th Annual General
Meeting of the Company held in 2029 read together with relevant notes thereon, are
self-explanatory and hence do not call for any comments.
20. Auditors' Report:
Pursuant to the provisions of Section 139 to 143 of the Companies Act, 2013 and the
rules made there under, the Board of Directors have appointed M/S. D Kothary & Co.,
Charted Accountants to undertake the Statutory Audit of the Company for the financial year
2024-2025. The Report of the Statutory Auditor is annexed herewith in Annual Report.
There is no qualification, reservation or adverse remark or disclaimers made by the
Statutory Auditor in the Statutory Audit Report.
21. Secretarial Audit 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 Board of Directors
had appointed M/s. VKM & Associates, Company Secretaries in Practice to undertake the
Secretarial Audit of the Company for the financial year 2024-2025. The Report of the
Secretarial Auditor is annexed herewith as Annexure II and forms an integral part of this
Report.
22. Details in respect of adequacy of internal financial controls with reference to the
Financial Statements:
The Company has an integrated framework for managing risks and internal control
mechanism. The Company follows policies and processes to ensure accuracy in financial
information recording and compliance with statutes and laws. The internal financial
controls have been embedded in the business processes. Internal controls are regularly
tested for design, implementation and operating effectiveness.
The company has an adequate Internal Control System, Commensurate with the size, scale
and complexity of its operations. The scope of the Internal Audit (IA) function outsources
to M/s. Chaturvedi & Patel, Chartered Accountants as of current is well defined in the
engagement letter of the Internal Auditor duly approved by the Audit Committee. The
Internal Auditor evaluates the adequacy of the internal control system in the company on
the basis of statement of operation procedure, instruction manuals, accounting policy and
procedure.
23. Audit Committee:
Terms of Reference:
Audit Committee of the Board of Directors ("the Audit Committee") is
entrusted with the responsibility to supervise the Company's financial reporting process
and internal controls. The composition, quorum, powers, role and scope are in accordance
with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the
Listing Regulations. All members of the Audit Committee are financially literate and bring
in expertise in the fields of Finance, Taxation, Economics and Risk management. It
functions in accordance with its terms of reference that defines its authority,
responsibility and reporting function. The terms of reference of Audit Committee inter
alia amongst other things include mainly the following:
1. Overseeing the Company's financial reporting process and disclosure of its financial
information to ensure that the financial statement is correct, sufficient and credible;
2. Recommending the appointment, remuneration and terms of appointment of auditors of
the listed entity;
3. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
4. Reviewing, with the management annual financial statements and auditor's report
thereon before submission to the Board for approval, with particular reference to: -
a. matters required to be included in the Director's Responsibility Statement to be
included in the Board ‘s Report in terms of clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013;
b. changes, if any, in accounting policies and practices and reasons for the same;
c. major accounting entries involving estimates based on the exercise of judgment by
management, compliance with accounting standards,
d. significant adjustments made in the financial statements arising out of audit
findings;
e. compliance with listing and other legal requirements relating to financial
statements;
f. disclosure of related party transactions, if any;
g. modified opinion(s) in the draft audit report, if any.
5. Reviewing, with the management, the quarterly financial statements before submission
to the Board for approval;
6. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, and making appropriate recommendations to the board
to take up steps in this matter;
7. Reviewing and monitoring the Auditor's independence and performance, and
effectiveness of audit process;
8. Approval or any subsequent modification of transactions of the listed entity with
related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
13. Reviewing the adequacy of internal audit function, if any, including the structure
of the internal audit department, staffing and seniority of the Official heading the
department, reporting structure coverage and frequency of internal audit;
14. Discussion with internal auditors of any significant findings and follow up there
on;
15. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board;
16. Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;
17. To look into the reasons for substantial defaults, if any in the payment to the
depositors, debenture holders, shareholders (in case of non-payment of declared dividends)
and creditors;
18. To review the functioning of the whistle blower mechanism;
19. Approval of the appointment of chief financial officer after assessing the
qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as mentioned in the terms of reference of the audit
committee;
21. Review of information as mandated by the SEBI Listing Regulations.
The Audit Committee shall mandatorily review the following information:
(1) Management discussion and analysis of financial condition and results of
operations;
(2) Statement of significant related party transactions (as defined by the audit
committee), submitted by management;
(3) Management letters / letters of internal control weaknesses issued by the statutory
auditors;
(4) Internal audit reports relating to internal control weaknesses; and
(5) The appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the audit committee.
(6) Statement of deviations:
(a) Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange.
(b) Annual statement of funds utilized for purposes other than those stated in the
offer document/prospectus/notice.
During the year under review Four Audit Committee Meetings were held on following dates
i.e. 15th May,2024; 10th August, 2024; 9th November, 2024
and 9th February, 2025. The requisite quorum was present at all the meetings.
Attendance:
| Name of Director |
Designation &Category of Directorship |
No. of Meeting entitled to attended |
Attended |
| Mr. Raj en Mehta |
Non-Executive Independent Director |
4 |
4 |
| Mr. Ankush Mehta |
Chairman & Managing Director |
4 |
4 |
| Mr. Nitesh Jain |
Non-Executive Independent Director |
4 |
4 |
24. Nomination and Remuneration Committee:
The role of the Nomination and Remuneration Committee ("NRC") is to oversee
the selection of Directors and Senior Management Personnel based on criteria related to
the specific requirement of expertise, independence and execution. The NRC evaluates the
performance of Directors and Senior Management Personnel based on the expected performance
criteria. NRC also recommends to the Board the remuneration payable to Directors and
Senior Management Personnel of the Company.
The Board on the recommendation of the Nomination and Remuneration Committee has framed
and adopted a policy for selection and appointment of Directors, Senior Management and
their remuneration pursuant to the provisions of the Companies Act, 2013. Following is the
role and responsibility of Nomination and Remuneration Committee:
(1) formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to,
the remuneration of the directors, key managerial personnel and other employees;
(2) Formulation of criteria for evaluation of performance of Independent Directors and
the board of directors;
(3) Devising a policy on diversity of board of directors;
(4) Identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the board
of directors their appointment and removal;
(5) Whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors;
Composition, Meetings held and attendance
The composition of the NRC of the Board is in conformity with the Section 178 of the
Act and Regulation 19 of the Listing Regulations. 1 (One) meeting of the NRC was held
during the year under review, viz. 9th February, 2025. The necessary quorum was
present for the meetings. The composition of the NRC as on 31st March, 2025 and
the details of attendance of each Member at these meetings are given below:
Attendance:
| Name of Director |
Designation &Category of Directorship |
No. of Meetings entitled to attended |
No. of Meetings attended |
| Mr. Raj en Mehta |
Non-Executive Independent Director |
1 |
1 |
| Mr. Ankush Mehta |
Chairman & Managing Director |
1 |
1 |
| Ms. VarishaKanungo |
Non-Executive Independent Director |
1 |
1 |
25. Stakeholders Relationship Committee:
Terms of Reference
The terms of reference of the Stakeholders Relationship Committee ("SRC") as
on 31st March, 2025, were as under:
1. Resolving the grievances of the security holders of the Company including complaints
related to transfer/transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc.
2. Review of measures taken for effective exercise of voting rights by the
shareholders.
3. Review ofadherence to the service standards adopted by the Company in respect of
various services being rendered by its Registrar & Share Transfer Agent.
4. Review of the various measures and initiatives taken by the Company for reducing the
quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/ statutory notices by the shareholders of the Company.
5. The SRC shall meet at least once in a year.
6. To attend Meeting(s): The Chairman of the SRC shall attend the Annual General
Meetings of the Company to provide any clarification on matters relating to its scope
sought by the shareholders of the Company.
7. The Terms of Reference shall be reviewed and reassessed by the SRC, periodically and
appropriate recommendations shall be made to the Board to update the same based on the
changes that may be brought about due to any regulatory framework or otherwise.
Composition, Meetings held and attendance
The composition of the SRC of the Board is in conformity with Section 178 of the Act
and Regulation 20 of the Listing Regulations. During the year under review, the Committee
met once i.e., on 03 rd February, 2025 the necessary quorum was present at the
meeting. The composition of SRC and the details of attendance of each Member at the
meeting are given below:
Attendance:
| Name of Director |
Designation & Category of Directorship |
No. of Meeting entitled to attended |
No. of Meeting attended |
| Rajen Mehta |
Chairman |
1 |
1 |
| Ankush Mehta |
Member |
1 |
1 |
| Varisha Kanungo |
Member |
1 |
1 |
26. Vigil Mechanism:
The Committee shall maintain an oversight of the adequacy of the whistle blowing/ vigil
mechanisms. It shall review the Company's arrangements for its employees, stakeholders and
Directors to raise concerns, in confidence, about suspected wrongdoing in the Company on
matters including those related to ethics, compliance, financial reporting, accounting and
auditing.
The Committee shall ensure that these arrangements allow independent investigation of
such matters and appropriate follow up action.
The whistle blower mechanism shall provide for adequate safeguards against
victimisation of persons who use such mechanism and make provision for direct access to
the chairperson of the Audit Committee on appropriate or exceptional cases.
27. Disclosure under The Sexual Harassment of Women At Workplace (Prevention,
Prohibition And Redressal) Act, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013.All women employees (permanent, temporary, contractual and trainees)
are covered under this policy. All employees are treated with dignity with a view to
maintain an environment free of sexual harassment whether physical, verbal or
psychological.
It is further reported that no women employee during the year under review has approach
the management for having a sexual harassment complaint.
28. Risk management:
Your Management has been constantly in the process of identifying risks and reviewing
the factors to mitigate risks associated with operations, revenue generation, regulations
and ensuring accomplishment of objectives by addressing them. In order to maximize returns
in any business, it is necessary to mitigate the risks associated in the business
operations. With the expansion and consequent growth in the business operations of the
Company, it is essential to reassess and revisit the risk management framework from time
to time. Business risks and mitigation plans are reviewed and the internal audit processes
include evaluation of all critical and high risk areas. Critical functions are rigorously
reviewed and the reports are shared with the Management for timely corrective actions, if
any. The main focus of the management is to review business risks, test and review
controls, assess business processes besides benchmarking controls with best practices in
the industry.
29. Policy for determining Materiality:
In pursuance of Regulation 30 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations 2015, the company has adopted this policy for determination of
materiality based on the criteria mentioned in the said regulation ("Material
Information") and that the information has been and is being promptly forwarded to
the Stock Exchange.
30. Policy on Preservation of Documents:
In terms of Regulation 9 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations") the Board has adopted this Policy for
Preservation of Documents, as required under applicable regulations, adhering to the
following mandatory provisions.
To determine preservation period for records/documents based on their reference value
and legal requirements. The following aspects are considered while arriving at the
preservation period:
1. Company's own information retrieval needs (reference value)
2. Statutory requirements under respective statutes
3. Litigation requirements
4. To ensure easy retrieval
5. To ensure that unwanted records do not occupy storage space.
31. Regulation 30(5)-Disclosure of events or information:
One or more Key Management Personnel would be authorized for the purpose of making
disclosures to the Stock Exchanges under this Regulation and the contact details of such
personnel shall be also disclosed to the stock exchange as well as on the website of the
Company.
32. Archival Policy:
This Policy is framed in compliance of The Securities Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("LODR Regulations")
notification dated September 2, 2015 and other circulars as may be specified in this
regard.
33. Listing on Stock Exchanges:
Pursuant to the Reg. 109 - Securities Exchange Board of India (ICDR) Regulation - 2009
(amendment) and Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations - 2015 which were notified on September 2, 2015 with the
objective of bringing the framework governing the regime of listed entities in line with
the Companies Act, 2013 and as per LODR 2015, a new Listing Obligation and Disclosure
Requirement was executed with BSE Limited. The Annual Listing Fee for the Financial Year
2024-25 has been duly paid within the stipulated time to BSE Limited.
34. Compliance with Secretarial Standards:
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.
35. Separate Meeting of Independent Directors:
During the year under review, the Independent Directors had, in accordance with the
provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013 and
Regulation 17 of the SEBI (LODR), met separately and discussed and reviewed, inter-alia,
the performance of NonIndependent Directors and the Board as a whole after taking into
consideration the views of Executive and Non-Executive Directors.
During the year under review, the Independent Directors met on 22nd
February, 2025, inter alia, to assess the quality, content and timelines of flow of
information between the Company Management and the Board that is necessary for the Board
to effectively and reasonably perform its duties. The Independent Directors, inter-alia,
also reviewed the performance of Non-Independent Directors, Board as a whole, taking into
account the views of non-executive directors.
36. Corporate Governance Certificate:
As per Regulation 15 of Securities and Exchange Board of India (Listing Obligation and
Disclosure Regulations) Regulations requirement, all the companies who's paid up Share
Capital is less than Ten Crore or Net worth less than Twenty-Five Crore are exempted from
complying the Corporate Governance regulations. With reference to the aforesaid regulation
the Company's paid up Share Capital is less than Ten Crore and hence the Company is
exempted from complying with the said regulations related Corporate Governance.
37. Management Discussion and Analysis Report:
The Management Discussion and Analysis Report as required under the Listing Regulations
regarding the review of operations, performance and future outlook of the Company is
provided in a separate section forming an integral part of this Report.
38. Internal Financial Report:
The Company has established and maintained adequate internal financial controls with
respect to financial statements. Such controls have been designed to provide assurance
with respect to provide reliable financial and operational information. During the year
under review, such controls were operating effectively and no material weaknesses were
observed.
39. Acknowledgements:
The Board of Directors wish to place on record their sincere appreciation for the
assistance and support extended by the Company's employees, shareholders, customers,
financial institutions, banks, vendors, dealers and investors.
| Place: Mumbai |
By Order of the Board of Directors |
| Date: 22/05/2025 |
For Neo Infracon Limited |
|
Sd/- |
|
Ankush Mehta |
|
Chairman & Managing Director |
|
DIN:06387976 |
|