To,
The Members,
Desco Infratech Limited
Your directors have pleasure in presenting their Fourteenth (14th) Annual
Report on the business and operations of the company together with Audited Financial
Statements for the Financial Year ended 315' March, 2025.
1. FINANCIAL HIGHLIGHTS- AT A GLANCE:
Particulars |
2024-25 Amount (In Lacs) |
2023- 2024 Amount (In Lacs) |
Revenue from Operations |
5944.71 |
2939.31 |
Other Income |
16.37 |
3.97 |
Profit/(Loss) before Depreciation, Tax and Extraordinary Items |
1231.45 |
496.25 |
Less: Depreciation |
21.61 |
15.73 |
Profit/(Loss) before tax and Exceptional Item |
1209.84 |
480.52 |
Less/(Add): Exceptional Item |
0.00 |
0.00 |
Profit/(Loss) before tax and Extraordinary Items |
1209.84 |
480.52 |
Less: Extraordinary Items |
0.00 |
0.00 |
Profit before prior period and tax |
1209.84 |
480.52 |
Less: Prior Period |
0.54 |
4.45 |
Profit/(Loss) before tax |
1209.30 |
476.08 |
Less/(Add): Provision for Income Tax |
306.31 |
151.61 |
Less/(Add): Deferred tax Liability/(Assets) |
(2.72) |
(7-67) |
Profit/(Loss) after tax |
905.71 |
332.14 |
Add: Balance B/F from the previous year |
836.56 |
469.57 |
Add/Less: Adjustments |
0.00 |
(34.85) |
Balance Profit/ (Loss) C/F to the next year |
1742.27 |
836.56 |
S Overall Performance of your Company
During the year under review, the Company has recorded revenue from operations of
^5944.71 Lakhs as against ^2939.31 Lakhs in the previous year. The Company has earned a
net profit of ^905.71 Lakhs during the year as compared to a net profit of ^332.14 Lakhs
in the previous year.
The Company successfully completed its maiden IPO, which received an overwhelming
response from the investors. This achievement demonstrates success and credibility of our
business model and strategies.
2. DIVIDEND:
The Company is in the growth phase and expanding business activities. Thus, to fund the
expansion projects, acquisition and to augment working capital requirements, your
directors do not recommend any dividend for the financial year ended March 31, 2025.
3. TRANSFER TO RESERVES:
There is no amount proposed to be transferred to reserves during the year under review
for the financial year ending on March 31,2025.
4. SHARE CAPITAL
Change in Authorised Share Capital:
During the year under review, pursuant to the shareholders' approval received in the
Extraordinary General Meeting dated September 25, 2024, the Company has increased the
Authorized share capital of the Company from 49,00,000/- (Rupees Forty Nine Lakhs Only)
divided into 4,90,000 (Four Lakhs Ninety Thousand) Equity Shares of 10/- (Rupees Ten only)
each to 9,00,00,000/- (Rupees Nine Crores only) divided into 90,00,000 (Ninety Lakhs)
Equity Shares of 10/- (Rupees Ten only) each by creation of additional 8,51,00,000 (Eight
Crores Fifty One Lakhs) Equity Shares of 10/- (Rupees Ten only) each ranking pari passu
with the existing Equity Shares.
Issue of Shares, including disclosure about ESOP and Sweat Equity Share:
Issue of Bonus equity shares:
During the year under review, in order to encourage the shareholders' continued
support, the Board has allotted 53,13,452 equity shares having face value of 10/- each as
bonus equity shares, in the ratio of Seventeen (17) equity share having face value of 10/-
each for every One (1) existing equity share having face value of 10/- each in the meeting
of September 25, 2024. The issue of Bonus Shares has been approved by the shareholders of
the Company in the Extra-ordinary General Meeting dated September 25, 2024.
Issuance of the equity shares by way of preferential issue on private placement basis:
During the year under review, pursuant to the shareholders' approval granted at the
Extra-Ordinary General Meeting on April 30, 2024, the company allotted 11,569 (Eleven
Thousand Five Hundred Sixty-Nine) equity shares (Tranche 1) through a preferential issue
on a private placement basis. The shares were issued at a price of 1901 (Rupees One
Thousand Nine Hundred and One only) each, which includes a premium of 1891 (One Thousand
Eight Hundred and Ninety-One only) per equity share with a face value of 10/- (Rupees Ten
only) in the Meeting of Board of Directors of the Company held on April 06, 2024.
During the year under review, pursuant to the shareholders' approval granted at the
Extra-Ordinary General Meeting on August 20, 2024, the company allotted 23,209
(Twenty-Three Thousand Two Hundred Nine) equity shares (Tranche 2) through a preferential
issue on a private placement basis. The shares were issued at a price of 2195 (Rupees Two
Thousand One Hundred and Ninety-Five only) each, which includes a premium of 2185 (Rupees
Two Thousand One Hundred and Eighty-Five only) per equity share with a face value of 10/-
(Rupees Ten only) in the Meeting of Board of Directors of the Company held on September
11, 2024.
Public Issue - Initial Public Offer ("IPO"):
During the year under review, pursuant to the shareholders' approval granted at the
Extra-Ordinary General Meeting on September 26, 2024, the Company successfully completed
its Initial Public Offering (IPO) by issuing 20,50,000 (Twenty Lakhs Fifty Thousand)
equity shares at a price of 150 (Rupees One Hundred and Fifty only) each, which includes a
premium of 140 (Rupees One Hundred and Forty only) per equity share with a face value of
10/- (Rupees Ten only) in the Meeting of Board of Directors of the Company held on March
27, 2025, by way of listing its securities on SME platform of Bombay Stock Exchange
('BSE') on April 01, 2025.
The Directors placed on record their appreciation of contributions made by the entire
IPO team with all the dedication, diligence and commitment which led to successful listing
of the Company's equity shares on the BSE SME platform. Further, the success of the IPO
reflects the trust and faith reposed in the Company by the Investors, customers and
business partners and the Directors thank them for their confidence in the Company.
The Authorised Share Capital of the company as on March 31, 2025 is 9,00,00,000/-
(Rupees Nine Crores only) divided into 9,00,000 (Nine Lakhs only) equity shares of 10/-
(Rupees Ten only) each.
The paid-up Share Capital of the company as on March 31, 2025 is 7,67,60,080/- (Rupees
Seven Crores Sixty-Seven Lakhs Sixty Thousand Eighty only) divided into 76,76,008
(Seventy-Six Thousand Seventy-Six Hundred Eight only) equity shares of 10/- (Rupees Ten
only) each.
5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There has been no delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the Company, if any.
6. DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURE AND ASSOCIATE COMPANIES:
The Company is not having any Subsidiary Company/ Joint Venture/ Associate Company
during the financial year 2024-25. A statement about Subsidiary / Joint Ventures /
Associate Company in the form AOC-1 is not applicable.
7. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated
under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
201 5, is presented in a separate section of this Annual Report.
8. COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors of the company affirms that the company has complied with the
applicable Secretarial Standards (SS-1 and SS-2) issued by the Institute of Company
Secretaries of India relating to meetings of Board of Directors and its Committees and
meetings of Shareholders of the company.
9. MAINTENANCE OF COST RECORD:
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable to the company
for the period under review.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Composition of Board and Key Managerial Personnel: Board Composition:
Mr. Pankaj Pruthu Desai |
Chairman & Managing Director |
Mr. Malhar P Desai |
Whole-time Director |
Mr. Samarth Pankaj Desai |
Executive Director |
Mr. Amulya Jena |
Executive Director |
Mr. Kaushal Rangoonwala |
Independent Director |
Mr. Mahendra Sabarsinh Gusain |
Independent Director |
Mr. Anand Jayramkrishnan |
Independent Director |
Mrs. Anita Digbijay Paul |
Independent Director |
Mrs. Hina Desai* |
Director |
Mrs. Indiraben Desai** |
Director |
?Resigned W.e.f. July 31, 2024 ** Resigned W.e.f. June 7, 2024
Whole-time Key Managerial Personnel in terms of Section 203 of the Act:
* Mr. Rushabh Mashkaria- Chief Financial Officer
* Ms. Muskan Khandal- Company Secretary & Compliance Officer
Change in Directors /Key Managerial Personnel During the Year:
During the period under report, the following changes took place in the composition of
Directors and KMP of the company:
* Ms. Prinkle Jain has resigned from the position of Chief Financial Officer on
16/06/2025.
* Ms. Javanika Gandharva resigned from the position of Company Secretary on 03/04/2025.
Directors retire by rotation
As per the provisions of the Act, Mr. Amulya Kumar Jena (DIN: 09594511) and Mr. Samarth
Pankaj Desai (DIN: 08019677), Directors of the Company, retires by rotation in the ensuing
Annual General Meeting and being eligible, offers themselves for re-appointment. The Board
recommends their reappointment at the Annual General Meeting of the Members of the
Company.
• Declaration by the Independent Directors
The Independent Directors have confirmed that they meet the criteria of independence
laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(1 )(b)
of the Listing Regulations and that they are not aware of any circumstance or situation,
which exist or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgment and without any external
influence. The board of directors have taken on record the declaration and confirmation
submitted by the independent directors after undertaking due assessment of the veracity of
the same and is of the opinion that they fulfil the conditions specified in the Act and
the Listing Regulations and that they are independent of the management.
COMMITTEES OF BOARD:
There are three Committees constituted as per Companies Act, 2013, which are as
follows;
a) Audit Committee;
b) Nomination and Remuneration Committee;
c) Stakeholder's Relationship Committee.
A. Audit Committee
The Board had constituted qualified Audit Committee pursuant to provision of Companies
Act,2013 as well as Regulation of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The constitution of said Committee was approved by a meeting of the
Board of Directors held on September 26, 2024. The Audit Committee confirms to extent SEBI
(Listing Obligations and Disclosures Requirements) Regulations, 2015 in all respects
concerning its constitution, meetings, functioning, role and powers, mandatory review of
required information, approved related party transaction & accounting treatment for
major items. It also fulfils the requirements as set out in the Companies Act, 201 3
Composition of Audit Committee is os below:
a) Mr. Kaushal Rangoonwala - Independent Director (Chairman)
b) Mr. Anand Jayramkrishnan - Independent Director (Member)
c) Mr. Malhar P Desai - Whole-time Director (Member)
Terms of Reference:
The terms of reference of Audit Committee include overseeing the Company's financial
reporting process and disclosure of financial information, reviewing with the management,
the quarterly and annual financial statements before submission to the Board for approval;
reviewing with the management, the performance of Statutory and Internal Auditors and
adequacy of internal control systems and all other roles specified under Regulation 18 of
Listing regulations and as per Section 177 of the Companies Act, 2013 read with rules
framed thereunder.
B. Nomination and Remuneration Committee:
The nominated and remuneration policy is being formulated in compliance with section
178 of the Companies Act, 2013 and rules made there under and Regulations of SEBI (Listing
Obligation and Disclosure Requirements) regulations 2015. The constitution of said
Committee was approved by a meeting of the Board of Directors held on September 26, 2024.
Composition of Nomination and Remuneration Committee is as below:
a) Mr. Kaushal Rangoonwala - Independent Director (Chairman)
b) Mr. Mahendra Sabarsinh Gusain- Independent Director (Member)
c) Mrs. Anita Digbijay Paul - Independent Director (Member)
Term of Reference:
• Determine/ recommend the criteria for appointment of Executive, Non-Executive
and Independent Directors to the Board and Identify candidates who are qualified to become
Directors and who may be appointed in the Committee and recommend to the Board their
appointment and removal;
• Review and determine all elements of remuneration package of all the Executive
Directors, i.e. salary, benefits, bonuses, stock options, pension etc;
• Review and determine fixed component and performance linked incentives for
Directors, along with the performance criteria;
• Determine policy on service contracts, notice period, severance fees for
Directors and Senior Management;
• Formulate criteria and carry out evaluation of each Director's performance and
performance of the Board as a whole;
• Structure and design a suitable retaining Policy for board and senior management
team.
C. Stakeholders' Relationship Committee:
Pursuant to Provisions of Companies Act, 2013 and rules made there under and Regulation
20 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015; Company
Constituted Stakeholders' Relationship Committee and Decided Role of said Committee. The
constitution of said Committee was approved by a meeting of the Board of Directors held on
September 26, 2024.
Composition of Stakeholders' Relationship Committee is as below:
a) Mr. Mahendra Sabarsinh Gusain- Independent Director (Chairman)
b) Mr. Samarth Pankaj Desai- Director (Member)
c) Mr. Pankaj Pruthu Desai- Managing Director (Member)
Terms of Reference:
The Committee ensures cordial investor relations and oversees the mechanism for
redressal of investors' grievances. The Committee specifically looks into redressing
shareholders'/ investors' complaints/ grievances pertaining to share transfers, nonreceipt
of annual reports, non-receipt of dividend and other allied complaints. This Committee
delegated most of its functions to Registrar and Transfer Agents i.e. "Bigshare
Services Private Limited" and has periodic interaction with the representatives of
the Registrar and Transfer Agent of the Company. The Committee performs the following
functions: -
• Noting Transfer/Transmission of shares.
• Review of Dematerialization/ Rematerialization of shares.
• Issue of new and duplicate share certificates.
• Registration of Power of Attorneys, Probate, Letters of Transmission or similar
other documents.
• Monitor expeditious redressal of investor grievance matters received from Stock
Exchange(s), SEBI, ROC, etc.;
• Monitors redressal of queries/complaints received from members relating to
transfers, non-receipt of Annul Report, dividend, etc.
• All other matters related to shares.
11. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has adopted Vigil Mechanism/Whistle Blower Policy in accordance with the
provisions of Section 177 of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Under this policy, your Company encourages its employees to report any reporting of
fraudulent financial or other information to the stakeholders, and any conduct that
results in violation of the Company's code of business conduct, to the management (on an
anonymous basis, if employees so desire). Further, your Company has prohibited
discrimination, retaliation or harassment of any kind against any
employees who, based on the employee's reasonable belief that such conduct or practice
have occurred or are occurring, reports that information or participates in the
investigation. The Vigil Mechanism/Whistle Blower Policy is being made available on the
Company's website https://descoinfra.co.in .
12. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 201 3 the directors
of the company confirm that:
(a) In the preparation of the Annual Accounts for the financial year ended on 31*
March, 2025 the applicable accounting standards had been followed along with proper
explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the company as at 31s* March, 2025 and of
the profit and loss account of the company for that period.
(c) The directors had taken proper and sufficient care for the 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 directors have prepared the Annual accounts on a 'going concern basis' and
(e) The directors have laid down internal financial controls to be followed by the
Company, and such internal financial controls are adequate and are operating effectively;
and
(f) The directors have devised proper systems to ensure compliance with the provisions
of all the applicable laws and that such systems were adequate and operating effectively.
13. MEETINGS:
• Board Meetings:
The Board of Directors of the company met 29 times during the FY 2024-25:
SN |
Date of Meeting |
No. of Directors on Board |
No. of Directors Present |
Attendance % |
1. |
06/04/2024 |
5 |
5 |
100% |
2. |
08/05/2024 |
5 |
5 |
100% |
3. |
22/05/2024 |
5 |
5 |
100% |
4. |
23/05/2024 |
5 |
5 |
100% |
5. |
07/06/2024 |
5 |
5 |
100% |
6. |
18/06/2024 |
4 |
4 |
100% |
7. |
29/06/2024 |
4 |
4 |
100% |
8. |
05/07/2024 |
4 |
4 |
100% |
9. |
31/07/2024 |
3 |
3 |
100% |
10. |
13/08/2024 |
3 |
3 |
100% |
11. |
31/08/2024 |
8 |
8 |
100% |
12. |
07/09/2024 |
8 |
8 |
100% |
13. |
11/09/2024 |
8 |
8 |
100% |
14. |
24/09/2024 |
8 |
8 |
100% |
15. |
25/09/2024 |
8 |
8 |
100% |
16. |
26/09/2024 |
8 |
8 |
100% |
17. |
29/09/2024 |
8 |
8 |
100% |
18. |
30/09/2024 |
8 |
8 |
100% |
19. |
19/10/2024 |
8 |
8 |
100% |
20. |
11/11/2024 |
8 |
8 |
100% |
21. |
05/12/2024 |
8 |
8 |
100% |
22. |
09/12/2024 |
8 |
8 |
100% |
23. |
20/12/2024 |
8 |
8 |
100% |
24. |
25/01/2025 |
8 |
8 |
100% |
25. |
17/02/2025 |
8 |
8 |
100% |
26. |
13/03/2025 |
8 |
8 |
100% |
27. |
17/03/2025 |
8 |
8 |
100% |
28. |
21/03/2025 |
8 |
8 |
100% |
29. |
27/03/2025 |
8 |
8 |
100% |
The maximum gap betweenthe two meetings did not exceed 120 days, as prescribed under
the Companies Act, 2013.
Committee Meeting
A. Audit Committee
During the financial year the Audit Committee of the company met 03 times during
the FY 2024-25
SN |
Date of Meeting |
No. of Members on Committee |
No. of Members Present |
Attendance % |
1 |
26/09/2024 |
3 |
3 |
100% |
2 |
20/12/2024 |
3 |
3 |
100% |
3 |
17/02/2025 |
3 |
3 |
100% |
B. Nomination and Remuneration Committee:
During the financial year the Nomination and Remuneration Committee of the company met
once during the FY 2024-25
SN |
Date of Meeting |
No. Members Committee |
of on |
No. Members Present |
of |
Attendance % |
1. |
05/10/2024 |
3 |
3 |
100% |
C. Stakeholders' Relationship Committee:
During the financial year the Stakeholders' Relationship Committee of the company met
once during the FY 2024-25.
SN |
Date of Meeting |
No. of Members on Committee |
No. of Members Present |
Attendance % |
1. |
09/01/2025 |
3 |
3 |
100% |
14. EXTRACT OF ANNUAL RETURN:
In compliance of Section 92 and Section 134 of the Companies Act, 2013 read with the
Companies (Management and Administration) Rules, 2014, the extract of Annual Return of the
Company for the FY 2024-25 is available on the Company's website and can be accessed at
https://descoinfra.co.in .
15. STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION, RESERVATION
OR ADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS:
• STATUTORY AUDITOR:
During the year under review, pursuant to the provisions of Section 139 of the Act and
Rules made thereunder, M/s. K A Sanghavi and Co. LLP, (FRN: 0120846W/W100289), were
appointed as Statutory Auditors of the Company for a term of five consecutive years, to
hold office from the conclusion of the Thirteen (13th) AGM held on September 23, 2024
until the conclusion of Eighteen (18th) AGM of the Company to be held in the calendar year
2029. The Auditors have also confirmed that they have subjected themselves to the peer
review process of Institute of Chartered Accountants of India (ICAI) and hold a valid
certificate issued by the Peer Review Board of the ICAI.
M/s. K A Sanghavi and Co. LLP, have submitted their Report on the Financial Statements
of the Company for the FY 2024-25, which forms part of the Annual Report 2024-25. There
are no observations (including any qualification, reservation, adverse remark or
disclaimer) of the Auditors in the Audit Reports issued by them which call for any
explanation/comment from the Board of Directors.
Qualification(s) and Directors' comments on the report of Statutory Auditor:
The observations made in the Auditor's Report are self-explanatory and do not require
further explanation. There was no adverse remark in audit report.
* SECRETARIAL AUDITOR:
Pursuant to provision of Section 204 of the Companies Act, 2013, read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Company
has appointed M/s. M.D. Baid & Associates, Company Secretaries to undertake
Secretarial Audit of the Company for FY 2024-25.
The Secretarial Audit was conducted by Mr. Shreyansh M. Jain, Practicing Company
Secretary, and the report thereon is annexed herewith as "Annexure- A".
Qualification(s) and Directors' comments on the report of Secretarial Auditor:
There are qualifications, reservations or adverse remarks made by Secretarial Auditors
in their Report and the same is self-explanatory.
• INTERNAL AUDITOR:
In terms of the provision of section 138 of the companies Act, 2013 with rule 13 of the
Companies (Accounts) Rules, 2014, M/s. Kanchan Agarwal & Associates., Chartered
Accountants, has been appointed as Internal Auditors of the Company to conduct internal
audit. The Audit Committee reviews the internal audit report.
16. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186:
There are no loans, investments, guarantees, and security in respect of which
provisions of section 185 and 186 of the Companies Act, 2013 is applicable and
accordingly, the requirement to report on clause 3(iv) of the Order with respect to
section 185 and 186 of the Companies Act, 2013 is not applicable to the Company.
17. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF
THE COMPAIES ACT, 2013:
All transactions entered into with related parties during the financial year were in
the ordinary course of business and on an arm's length basis. There were no material
related party transactions undertaken by the Company during the year under review which
would require approval of the Members or disclosure in Form AOC-2 pursuant to the
provisions of the Companies Act, 2013 and the Rules made thereunder.
The details of related party transactions, as required under the applicable Accounting
Standards, are disclosed in the Notes to the Audited Financial Statements forming part of
this Annual Report. All related party transactions were placed before the Audit Committee
and the Board of Directors for their review and approval in compliance with the applicable
provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
18. DEPOSITS
The details relating to the deposits covered under Chapter V of the Act are as under:
a. Accepted during the year:
Your company has not accepted any deposits within the meaning of Section 2(31) read
with Section 73 of the Companies Act, 2013 and as such no amount of principal or interest
was outstanding as on the date of the Balance Sheet.
b. Remained unpaid or unclaimed as at the end of the year: None
c. whether there has been any default in repayment of deposits or payment of interest
thereon during the year: None
d. The details of deposits which are not in compliance with the requirements of Chapter
V of the Act: None
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUT
GO:
The information relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo pursuant to section 134(3)(m) of the Companies Act, 2013 read
with Rule 8(3) of Companies (Accounts) Rules, 2014 is given hereunder.
A. CONSERVATION OF ENERGY:
i. The steps taken or impact on conservation of energy |
Nil |
ii. The steps taken by the company for utilizing alternate sources of
energy |
Nil |
iii. The capital investment on energy conservation equipment's |
Nil |
B. RESEARCH AND DEVELOPMENTS:
i. The efforts made towards technology absorption |
Nil |
ii. The benefits derived like product improvement, cost reduction,
product development or import substitution |
Nil |
iii. In case of imported technology (imported during the last three
years reckoned from the beginning of the financial year) |
Nil |
(a) the details of technology imported |
Nil |
(b) the year of import; |
Nil |
(c) whether the technology been fully absorbed |
Nil |
(d) if not fully absorbed, areas where absorption has not taken place,
and the reasons thereof |
Nil |
iv. The expenditure incurred on Research and Development |
Nil |
C. FOREIGN EXCHANGE EARNING AND OUT GO:
The foreign exchange earnings of the company is NIL The foreign exchange out go of the
company is NIL
20. BOARD EVALUATION:
The Board of Directors have evaluated the performance of all Independent Directors,
Non-Independent Directors and its Committees. The Board deliberated on various evaluation
attributes for all directors and after due deliberations made an objective assessment and
evaluated that all the directors in the Board have adequate expertise drawn from diverse
industries and business and bring specific competencies relevant to the Company's business
and operations. The Board found that the performance of all the Directors was quite
satisfactory.
The Board also noted that the term of reference and composition of the Committees was
clearly defined. The Committee performed their duties diligently and contributed
effectively to the decisions of the Board.
The functioning of the Board and its committees were quite effective. The Board
evaluated its performance as a whole and was satisfied with its performance and
composition of Independent and Non-Independent Directors.
21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There were no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year of the Company to which this
financial statement relates and on the date of this report.
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
To the best of the Management's knowledge, no significant and material order(s) were
passed by any regulator(s) or courts or tribunals which could impact the going concern
status and company's operation in future.
23. RISK MANAGEMENT POLICY:
Risks are events, situations or circumstances which may lead to negative consequences
on the Company's business. Risk Management is a structured approach to manage uncertainty.
An enterprise wide approach to Risk Management is being adopted by the Company and key
risks will now be managed within a unitary framework. As a formal roll- out, all business
divisions and corporate functions will embrace Risk Management Structure, and make use of
these in their decision making. Key business risks and their mitigation are considered in
the annual/strategic business plans and in periodic management reviews. The risk
management process over the period of time will become embedded into the Company's
business system and processes, such that our responses to risk remain current and dynamic.
24. CORPORATE SOCIAL RESPONSIBILITY [CSR]:
There was no obligation for the company to spent any amount towards CSR during the
financial year 2024-25 as the criteria prescribed Section 135 of the Companies Act, 2013
in respect of mandatory CSR spent was not applicable to the company. Accordingly, separate
disclosure in terms of Section 135 of the Companies Act, 2013 read with The Companies
(Corporate Social Responsibility Policy) Rules, 2014, Rule 9 of the Companies (Accounts)
Rules 2014 and Rule 9 of the Companies (Corporate Social Responsibility Policy) Rules,
2014, has not been provided in the annual report on Corporate Social Responsibility
activities of the Company. However, considering that during the financial year 2024-25,
the profit of the company has surpassed the threshold of Rs.5 crores prescribed for
mandatory CSR expenditure, the company has formed a Corporate Social Responsibility
Committee ("CSR Committee") in compliance with Section 135 of the Companies Act,
2013 read with the Rules made thereunder to oversee the CSR activities and adopted a CSR
policy as part of implementing CSR activities during the financial year 2025-26.
25. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has duly complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of woman at Workplace (Prevention
Prohibition and redressal) Act, 2013 and the company has in place an
Anti-Sexual Harassment policy in line with the requirement of the Act. The following is
the summary of the complaints received and disposed off during the financial year:
Sr. Particulars Details
No.
i Number of Sexual received |
Harassment |
Complaint |
Nil |
ii Number of Sexual disposed off |
Harassment |
Complaint |
NA |
iii Number of Sexual beyond 90 days |
Harassment |
Complaint |
Nil |
The Company has complied with the provisions of the Maternity Benefit Act, 1961, to the
extent applicable. All necessary measures have been undertaken to ensure adherence to the
statutory requirements prescribed under the said Act.
26. CORPORATE GOVERNANCE REPORT
The Equity Shares of the Company are listed on the SME platform (BSE-SME) of BSE
Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as
specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of
regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015 shall not apply. The Company voluntarily
mandated under Section 1 77 of the Companies Act, 201 3 and Listing Regulations and is
available on the website of the Company at https://descoinfra.co.in .
27. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a comprehensive Internal Financial Control system commensurate with the
size, scale and complexity of its operation. The system encompasses the major processes to
ensure reliability of financial reporting, compliance with policies, procedures, laws, and
regulations, safeguarding of assets and economical and efficient use of resources.
The Company has performed an evaluation and made an assessment of the adequacy and the
effectiveness of the Company's Internal Financial Control System. The Statutory Auditors
of the Company have also reviewed the Internal Financial Control system implemented by the
Company on the financial reporting and in their opinion, the Company has, in all material
respects, adequate Internal Financial Control system over Financial Reporting and such
Controls over Financial Reporting were operating
effectively as on 31st March, 2025 based on the internal control over financial
reporting criteria established by the Company.
The policies and procedures adopted by the Company ensures he orderly and efficient
conduct of its business and adherence to the company's policies, prevention and detection
of frauds and errors, accuracy & completeness of the records and the timely
preparation of reliable financial information.
28. PERSONNEL RELATIONS
Your Directors hereby place on record their appreciation for the services rendered by
executives, staff and other workers of the Company for their hard work, dedication and
commitment. During the year under review, relations between the Employees and the
Management continued to remain cordial.
29. PARTICULARS OF EMPLOYEES
There was no employee drawing remuneration in excess of limits prescribed under section
197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. The ratio of the
remuneration of each whole-time director to the median of employees' remuneration as per
Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this
Report as Annexure- B.
30. FAMILIARIZATION POLICY
The Independent Directors have been updated with their roles, rights and
responsibilities in the Company by specifying them in their appointment letter along with
necessary documents, reports and internal policies to enable them to familiarise with the
Company's procedures and practices. The Company endeavors, through presentations at
regular intervals to familiarize the Independent Directors with the strategy, operations
and functioning of the Company.
The details of such familiarization programmes for Independent Directors are posted on
the website of the Company and can be accessed https://descoinfra.co.in .
31. CODE OF CONDUCT
The Board of Directors has laid down the code of conduct for all Board Members and
members of the Senior Management of the Company. Additionally, all Independent Directors
of the company shall be bound by duties of Independent Directors as set out in Companies
Act, 2013 to be read with SEBI Listing Regulations, 2015.
All Board Members, Key Managerial Personnel and Senior Management Personnel have
affirmed compliance with the Code of Conduct.
32. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading
incompliance with the SEBI (Prohibition & Insider Trading) Regulations, 2015, as
amended from time to time, with a view to regulate the trading in securities by the
Directors and Designated Employees of the Company. The Code requires preclearance for
dealing in the Company's shares and prohibits the purchase or sale of shares of the
Company by the Directors and the designated employees while in possession of unpublished
price sensitive information in relation to the Company and during the period when the
'Trading Window' is closed. The Board is responsible for implementation of the code. All
Directors and the designated Employees have confirmed compliance with the code.
33. REPORTING OF FRAUDS:
During the year under review, no instances of fraud is reported by the Statutory
Auditors of the Company under Section 143 (12) of the Companies Act, 2013.
34. ACKNOWLEDGEMENT
The Directors hereby acknowledge the dedication, loyalty, hard work, solidarity and
commitment rendered by the employees of the Company during the year. They would also like
to place on record their appreciation for the continued patronage, assistance and guidance
received by the Company during the year from bankers, government authorities, shareholders
and other stakeholders and Stock Exchange authorities without whom the overall
satisfactory performance would not have been possible.
For Desco Infratech Limited (Formerly known as Desco
Infratech Private Limited) |
Pankaj Pruthu Desai |
Malhar P Desai |
Managing Director |
Whole-time Director |
DIN: 03344685 |
DIN: 07293599 |
Place: Surat Date: 05.09.2025 |
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