DIRECTORS REPORT
TO THE MEMBERS
Your directors take pleasure in presenting the 33rd Annual Report and that
of the Auditors' together with the audited Balance Sheet as at 31st March 2025
and the Profit/ Loss Account for the year ended on that date.
1. FINANCIAL HIGHLIGHTS:
|
(Amount in Lakhs) |
Particulars |
2024-2025 |
2023-2024 |
Sales and Operating Revenues |
5,097.45 |
77.25 |
Other Income |
153.88 |
48.97 |
Total Revenue |
5,251.34 |
126.22 |
Profit /(Loss) before Tax |
437.46 |
77.16 |
Less: Tax Expenses |
|
|
1. Current Tax |
119.38 |
- |
2. Tax expense relating to previous years |
13.53 |
|
3. Deferred tax |
(8.63) |
5.51 |
Profit /(Loss) after Tax |
313.18 |
71.65 |
2. OPERATIONAL OVERVIEW:
During the year, the Company has engaged in the business of trading in Construction and
Building Materials such as Blue Metals, M-Sand, Crushed Stone and other allied products,
the Company has achieved total operating revenue of Rs. 5,097.25 Lakhs against Rs. 77.25
Lakhs in previous year. Your company records a net Profit of Rs. 313.18 Lakhs against a
net Profit of Rs. 71.65 Lakhs in previous year. The Board of Directors believes that the
company will continue in the path of growth.
3. DIVIDEND:
Your directors do not recommend any dividend for the financial year 2024-25.
4. RESERVES:
The Company has not transferred any amount to the General reserve account. The reserves
as at the end of the year March 31, 2025 is Rs. 1,791.38 Lakhs as against the total
reserves of Rs. -694.39 Lakhs as at March 31,2024.
5. SHARE CAPITAL:
During the period ended 31st March 2025, paid up Share capital of the
company stood at Rs. 1,252.90 Lakhs. Your Company has allotted 53,20,000 Equity shares on
preferential basis to the public category on 15th May 2024 at Rs. 50 each
aggregating to Rs. 26.60 Crores pursuant to the approval of the members sought vide Postal
Ballot process on 30th April 2024.
During the year, the company has made an issue of 30,09,901 warrants on preferential
basis to the public category for Rs. 110 each at face value of Rs. 10 and premium of Rs.
100 pursuant to the approval of the members at the extra-ordinary general meeting held on
October 16, 2024. The board of directors on receipt of 25% consideration has allotted
30,09,899 warrants on November 04, 2024 aggregating to Rs. 8.28 crores. The warrant holder
can exercise the warrant on the payment of remaining 75% consideration until the expiry of
18 months from the date of allotment. The shares allotted pursuant to the exercise of
warrant shall rank pari-passu with the existing equity shares.
During the year, the company has not alloted any.
• Sweat Equity Shares or
• Shares with Differential Rights or
• Employee Stock Option Scheme or
• Buy Back any of its shares.
6. STATE OF COMPANY'S AFFAIR & CHANGE IN THE NATURE OF BUSINESS:
During the year, Your Company has commenced the business of trading in Construction and
Building Materials. And there was no change in the nature of business of the company.
7. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES & PERFORMANCE THEREOF:
Your Company has no Subsidiary/ Associate/Joint Venture Companies as on March 31, 2025.
However, the company has acquired M/s. Constronics Energy Solution Private Limited on May
03, 2025 and it has become the Wholly-Owned Subsidiary of the company.
8. DEPOSITS:
During the year under review, your Company has not invited or accepted any deposit
within the meaning of provisions of Chapter V of the Act, read with the Companies
(Acceptance of Deposits) Rules, 2014 for the year ended March 31,2025.
9. SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
There have been no significant and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and Company's operations.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes or commitments have occurred between the end of the Financial Year
and the date of this Report which affect the financial statements of the Company in
respect of the reporting year.
The company has acquired M/s. Constronics Energy Solution Private Limited on May 03,
2025 and it has become the Wholly-Owned Subsidiary of the company
11. SHIFTING OF REGISTERED OFFICE:
Your directors have approved to shift the registered office of the Company within the
city limits from No.77, 2nd Floor, Chamiers Road, Alwarpet, Chennai 600028 to
No.37, K B Dasan Road, 2nd Floor, Teynampet, Chennai 600018 with effect from 17th
October 2024.
12. DIRECTORS & KEY MANAGERIAL PERSONNEL:
> Appointments:
During the year, your directors has approved the following appointments
• Mr. Tirukkurungudi Seshadri Srinivasan, (DIN: 07044410) has been appointed as
Additional director (Non-executive - Independent) of the company in the meeting of board
of directors held on 30th March 2024.Subsequently the appointment has been
regularized on 30th April 2024 with the approval of members sought by the
postal ballot process.
• Mr. Kathir Kamanathan has been appointed as the Chief Financial Officer of the
company on September 19, 2024.
> Reappointments:
• Mr. Sharmila Thirumalaisamy, Director (DIN: 08304609) was liable to retire by
rotation in the 31st Annual general meeting of the Company. Since, a only
director to retire by rotation offers herself to retire by rotation in the 32nd
Annual General meeting.
> Resignations:
• Mr. Kathir Kamanthan, the chief financial officer of the company has resigned on
10th February 2025. To fill up the vacancy, Mr. Vijayakanth Sivanandham has
been appointed on May 02, 2025.
> Independent Directors
• All Independent directors have submitted declarations that they meet the
criteria of independence as laid down under Section 149 (6) of the act and 16(1 )(b) of
SEBI (Listing Obligations and Disclosure Requirements), 2015.
13. BOARD MEETINGS:
The Company's Board of directors constituted with an optimum combination of executive,
non-executive and independent directors (including one woman director) who bring to the
table the right mix of knowledge, skill and expertise. The Board achieving its business
objectives and protecting the interest of the all the stakeholders of the company. The
date(s) of the Board Meeting, attendance by the directors is given in the Corporate
Governance Report forming part of this Annual Report.
During the year, twelve (12) meetings of Board of Directors of the Company were
convened and held in accordance with the provisions of the Companies Act, 2013. The
date(s) of the Board Meeting, attendance by the directors is given in the Corporate
Governance Report forming part of this Annual Report.
The maximum time-gap between any two consecutive meetings was within the period
prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
None of the Directors are disqualified under Section 164(2) of the Act. Certificate on
non-disqualification, as required under Regulation 34 of SEBI (Listing Obligation &
Disclosure Requirements) Regulations, 2015 is forming part of the Corporate Governance
Report forming part of this Annual Report
14. COMMITTEES OF THE BOARD:
a) Audit Committee
Audit Committee of the Company meets the requirements of Section 177 of the Companies
Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
During the year, five (05) meetings of the Committee were held, the details along with
the composition of the Audit Committee as required under the provisions of Section 177(8)
of the Companies Act, 2013 are given in the Corporate Governance Report which forms part
of this Annual Report.
During the year under review, the Board has accepted all the recommendations of the
Audit Committee.
b) Nomination and Remuneration Committee
Nomination and Remuneration Committee meets the requirements of Section 178 of the
Companies Act, 2013 and Regulation 19 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. During the year, four (4) meetings of the Committee were
held, the details of the composition of the Nomination and Remuneration Committee as
required under the provisions of Section 178 of the Companies Act, 2013 are given in the
Corporate Governance Report which forms part of this Annual Report.
During the year under review, the Board has accepted all the recommendations of the
Nomination and Remuneration Committee.
c) Stake Holders Relationship Committee:
This Committee considers and resolves the grievances of security holders of the Company
inter-alia including grievances related to transfer of shares, non-receipt of Annual
Report, non-receipt of dividend etc. The Committee also reviews measures taken for
effective exercise of voting rights by shareholders, adherence to the service standards
adopted by the listed entity in respect of various services being rendered by the
Registrar & Share Transfer Agent and ensuring timely receipt of annual reports by the
shareholders of the company. The details of the composition of the stakeholder's
relationship committee are given in the Corporate Governance Report which forms part of
this Annual Report
15. CORPORATE GOVERNANCE
A Report on Corporate Governance along with a certificate from the Auditors of the
Company regarding compliance of the requirements of Corporate Governance pursuant to
Listing Regulations is annexed hereto.
16. AUDITORS:
Your company has approved the appointment M/s. S.C. Ajmera & Co, Charted
Accountants, (Firm Registration Number: 002908C), as Statutory Auditor of the Company, in
the 30th Annual general meeting held on 29th September 2022 to hold
office from the conclusion of 30th Annual General Meeting till the conclusion
of 35th Annual General Meeting for a term of 5 years.
As M/s. S.C. Ajmera & Co, Charted Accountants, (Firm Registration Number: 002908C)
has tendered their resignation to the Audit Committee & Board of directors on 02nd
September, 2024 with effect from conclusion of 32nd Annual General Meeting and
Board took note of the same.
As the casual vacancy is created as a result of resignation of above, your directors
have approved to recommend the appointment, in this notice of 32nd Annual
general meeting, of M/s. B. Thiagarajan & Co. (FRN: 004371S) as the Statutory auditors
of the company to fill the casual vacancy and to hold the office from the conclusion of 32nd
Annual General Meeting and till the conclusion of 33rd Annual general meeting.
The board has appointed M/s. B. Thiagarajan & Co. (FRN: 004371S) as the statutory
auditors of the company at ensuing 33rd Annual General Meeting and to hold the
office for 5 years till the conclusion of Annual General Meeting subject to the approval
of the members at the ensuing annual general meeting of the company.
Comments on Auditors' Report:
Reply to the qualifications made in Auditor's report:
1. Qualification: Note no. 10 to the standalone financial results the Cash and cash
equivalents of Rs.708.70 lakhs presented under Current Assets in the Balance Sheet
includes an amount of Rs.5.87 lakhs seized by an Investigating Agency in connection with
an investigation not related to the business operations of the Company. Had the Company
recognized a provision for the seized amount of Rs.5.87 lakhs during the year ended 31st
March 2025, the profit before tax for the quarter and year would have reduced to Rs.
148.01 lakhs and Rs. 431.59 lakhs, respectively, instead of the reported profits of Rs.
153.88 lakhs and Rs.437.46 lakhs.
Board's Reply: As the proceeding is pending before the Honorable High court of Madras.
Your directors highly believe that the case will be upheld in favour of the Company.
17. INSTANCES OF FRAUD
The Auditors have not reported any frauds under sub-section (12) of section 143 of the
Companies Act, 2013 during the year under review.
18. SECRETARIAL AUDIT
Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company has
appointed Mr. S.S. Vignesh, Practicing Company Secretary, Madurai (Registration No
I2013TN995100 and Peer Review Certificate No. 2648/2022) as secretarial auditor to conduct
the Secretarial Audit of the Company for the financial year ended March 31, 2025. The
Secretarial Audit Report attached as "Annexure - B" with this report.
Further, pursuant to the provision of Regulation 24A of the SEBI Listing Regulations
Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and based on the recommendation of the Audit Committee,
the board of directors had approved and recommended the appointment of Mr. S.S. Vignesh,
Practicing Company Secretary, Madurai (Registration No I2013TN995100 and Peer Review
Certificate No. 2648/2022) as Secretarial Auditor of the company for a term of five (05)
years from FY 2025-26 till FY 2029-30 subject to the approval of members at this 33rd
Annual General Meeting of the company.
Reply to the qualifications made in Secretarial Auditor's report:
1. Qualification: During the period under review, The Board of Directors of the
Company, in its meeting held on 05/09/2024, took note of the resignation of M/s.
S.C. Ajmera & Co., Chartered Accountants as the statutory auditors and approved the
appointment of M/s. B. Thiagarajan & Co., Chartered Accountants in their place. As per
Clause 7A of Part A of Schedule III of the SEBI (LODR) Regulations, 2015, the
detailed reasons for the resignation of the auditor, as provided by them, were required to
be disclosed to the stock exchanges within 24 hours of receipt. However, the
outcome of the Board meeting, including the resignation and appointment of auditors, was
filed late on 11/09/2024, resulting in non-compliance with the stipulated timeline
Board's Reply: The company has taken all necessary steps to ensure compliance with
the law in both letter and spirit, remains committed to maintaining such compliance in the
future.
2. Qualification: During the period under review, M/s. S.C. Ajmera & Co.,
Chartered Accountants, resigned as Statutory Auditors of the Company on 02/09/2024. As
per the provisions of Section V-D (6.1) of SEBI Circular on Resignation of
Statutory Auditors, since the resignation was tendered after 45 days from the end
of the quarter (i.e., June 30, 2024), the auditors were required to issue the
audit/limited review reports for both the quarter ended September 30, 2024, and
December 31, 2024. However, it was observed that the auditors issued the report for
the September 2024 quarter only, and not for the December 2024 quarter,
resulting in partial non-compliance with SEBI guidelines.
Board's Reply: The company has taken all necessary steps to ensure compliance with
the law in both letter and spirit, remains committed to maintaining such compliance in the
future.
3. Qualification: The Cash and Cash Equivalents of Rs.708.70 lakhs presented
under Current Assets in the Balance Sheet include an amount of Rs.5.87 lakhs seized
by an Investigating Agency in connection with an investigation unrelated to the business
operations of the Company. The Company has not made any provision for this seized amount
during the current financial year.
Board's Reply: As the proceeding is pending before the Honorable High court of
Madras. Your directors highly believe that the case will be upheld in favour of the
Company.
19. INTERNAL AUDIT:
Pursuant to Section 138 of the Companies Act 2013 read with rule 13 of The Companies
(Accounts) Rules, 2014 and all other applicable provisions (including any statutory
amendment thereto) if any on the Companies Act, 2013 M/s. GNST & Associates, Chartered
Accountants, Chennai was appointed as the Internal Auditors of the Company for the
Financial Year 2024-25.
20. EXTRACTS OF THE ANNUAL RETURN:
As per the requirements of Section 92(3) and Rule 12(1) of the Companies (Management
and Administration) Rules, 2014 (as amended), the copy of the Annual Return in the
prescribed Form MGT-7 for the financial year ended March 31, 2025 is placed on the
company's website www.constronicsinfra.com.
21. RELATED PARTY TRANSACTIONS:
During the year under review, the Company has not entered into any contracts or
arrangements with related parties referred to in Section 188(1) of the Companies Act,
2013. Hence the reporting under this clause does not arise.
22. PARTICULARS OF LOANS & INVESTMENTS BY COMPANY
Details of loans and investments by the Company covered under Section 186 of the
Companies Act, 2013, form part of the notes to the financial statements provided in this
report.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EARNINGS AND OUTGO:
A. CONSERVATION OF ENERGY:
Steps taken for conservation |
NIL |
Steps taken for utilizing alternate sources of energy |
|
Capital investment on energy conservation equipment |
|
B. TECHNOLOGY ABSORPTION:
Efforts made for technology absorption |
NIL |
Benefits derived |
|
Expenditure on Research & Development, if any |
|
Details of technology imported, if any |
|
Year of import |
|
Whether imported technology fully absorbed |
|
Areas where absorption of imported technology has not taken place, if
any |
|
C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
Total Foreign exchange earned: NIL Total Foreign exchange outgo NIL
24. MANAGEMENT DISCUSSION & ANALYSIS:
A Management Discussion & Analysis as required under the SEBI, LODR is annexed and
forming part of the Directors' Report in "ANNEXURE D".
25. PARTICULARS OF EMPLOYEES:
The information as required under the provisions of Section 197(12) of the Companies
Act, 2013 and read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure - C attached
herewith which forms part of this report.
26. MANAGERIAL REMUNERATION RECEIVED FROM THE COMPANY, HOLDING OR SUBSIDIARY COMPANY
During the year, the company has not paid any managerial remuneration.
27. MAINTENANCE OF COST RECORDS:
The Central Government has not prescribed the maintenance of Cost Records under Section
148(1) of the Companies Act, 2013 for the Company
28. ANNUAL EVALUATION BY THE BOARD:
The evaluation framework for assessing the performance of Directors comprises of the
following key areas:
a) Attendance of Board Meetings and Board Committee Meetings;
b) Quality of contribution to Board deliberations;
c) Strategic perspectives or inputs regarding future growth of Company and its
performance;
d) Providing perspectives and feedback going beyond information provided by the
management;
e) Commitment to shareholder and other stakeholder interests.
Pursuant to the provisions of the Companies Act, 2013, Independent Directors at their
meeting without the participation of the Non-independent Directors and Management,
considered/evaluated the Boards' performance, performance of the Chairman and other
Non-independent Directors.
The evaluation involves Self-Evaluation by the Board Member and subsequently assessment
by the Board of Directors. A member of the Board will not participate in the discussion of
his/her evaluation.
29. RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROL:
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis. These are
discussed at the meetings of the Audit Committee and the Board of Directors of the
Company. The Audit Committee has also revisited the Risk Management Policy and has taken
steps to strengthen the Risk Management process in keeping with the changes in the
external environment and business needs. In addition to the Internal Control Systems, the
Board has laid emphasis on adequate Internal Financial Controls to ensure that the
financial affairs of the Company are carried out with due diligence.
30. LISTING WITH STOCK EXCHANGE
The shares of your Company continued to be listed at Bombay Stock Exchange Limited.
Listing fee has already been paid for the financial year 2025-26.
31. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions of Section 135 of the Companies Act 2013 pertaining to Corporate Social
Responsibility are not applicable to the Company.
32. VIGIL MECHANISM:
The company has adopted a whistle blower policy to provide a formal mechanism to the
employees to report their concerns about unethical behavior, actual or suspected fraud or
violation of the company's code of Conduct or ethics policy. The policy provides for
adequate safeguards against victimization of employees who avail the mechanism and also
provides for direct access to the chairman of the audit committee. It is affirmed that no
personnel of the company have been denied access to the audit committee.
Your company hereby affirms that no complaints were received during the year under
review.
33. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge, belief and according to the information and
explanations obtained by them, the Directors pursuant to Section 134 of the Companies Act,
2013 hereby state that:
1) in the preparation of the annual accounts, the applicable accounting standards have
been followed and no material departures have been made for the same.
2) the directors had selected appropriate 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 31st March 2025 and
profit or Loss of the Company for the year ended 31st March 2025.
3) the directors had taken proper and sufficient care for maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities,
4) the annual accounts have been prepared on a going concern basis.
5) the directors, had laid down proper and sufficient internal financial controls,
policies and procedures of such internal financial controls, are adequate and operating
effectively.
6) the directors had devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
34. APPLICATION OR PROCEEDINGS UNDER INSOLVENCYAND BANKRUPTCYCODE, 2016
The Company has neither made any application nor has any pending proceeding under the
Insolvency and Bankruptcy Code, 2016 during the Financial Year.
35. 33rd ANNUAL GENERAL MEETING THROUGH VIDEO CONFERENCE
The 33rd Annual General Meeting of the company is being conducted through
Video Conference/Other Audio Visual Means (VC/OAVM). Also, your Company will be complying
with the MCA and SEBI Circulars by sending 33rd Annual Report along with
Annexures by way of e-mail to the shareholders Those Shareholders whose email IDs are not
registered, has been sent a letter containing the weblink of AGM Notice.
36. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM BANKS OR FINANCIAL ISNTUTIONS
ALONG WITH REASONS THEREOF
The Company has not made any such valuation during the Financial Year.
37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROBATION
AND REDRESSAL), ACT, 2013:
The Company has in place, policy of prevention, prohibition and Redressal of Sexual
Harassment for women at the Workplace in accordance with the requirements of the Sexual
Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. It
ensures prevention and deterrence of acts of sexual harassment and communicates procedures
for their resolution and settlement. All women employees are covered under this policy.
However, the company is not required to constitute Internal Complaints Committee. There
were no cases/ complaints reported in this regard during the year under review. During the
year under review no complaints have been received under The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal), Act, 2013. The POSH policy is available
in the website of the company www.constronicsinfra.com.
Particulars |
Compliance |
Number of complaints filed during the financial year |
Nil |
No of Complaints disposed of during the financial year |
Nil |
No of complaints pending as on end of the financial year. |
Nil |
38. INVESTOR EDUCATION AND PROTECTION FUND:
There was no pending amount to be transferred to the Investor Education and Protection
Fund.
39. 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.
40. FINES PENALTIES LEVIED BY STOCK EXCHANGES
During the financial year, the company has not paid any fine/penalty levied by stock
exchange/SEBI or any other authority on any matter related to capital market.
41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There have been no significant and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and Company's operations.
42. DISCLOSURE OF MATERNITY BENEFIT COMPLIANCE
The company is in compliance with the Maternity Benefit Act, 1961 for the year under
review.
43. ACKNOWLEDGEMENT:
Your directors take this opportunity to express their thanks to the Shareholders,
Customers, Suppliers, Banks and Government for their valuable assistance and support.
Your directors wish to place on record their appreciation of the sincere efforts put in
by the employees of the Company at all levels.
|
On Behalf of the Board |
|
CONSTRONICS INFRA LIMITED |
|
Sd/- |
Sd/- |
|
K. Sureshkumaar |
R.Sundararaghavan |
Place: Chennai |
Director |
Managing Director |
Date: 14/08/2025 |
DIN:08547720 |
DIN: 01197824 |
