Your Directors take pleasure in presenting 36th Annual Report on the business and operations of the Company together with the
Audited Financial Statements for the Financial Year ended 31st March, 2025.
I. FINANCIAL RESULTS : ('in Crores)
|
Particulars
|
Standalone Financial
Statements
|
Consolidated
Financial Statements
|
| |
FY’ 2025
|
FY’2024
|
FY’ 2025
|
FY’ 2024
|
|
Revenue from Operations
|
321.38
|
258.54
|
321.38
|
258.54
|
|
Other Income
|
50.95
|
74.08
|
50.95
|
74.08
|
|
Total Income
|
372.33
|
332.62
|
372.33
|
332.62
|
|
Profit/(Loss) before Interest, Depreciation, Exceptional Items and Tax
|
(21.62)
|
(94.65)
|
(21.62)
|
(95.09)
|
|
Finance Cost
|
3.96
|
13.47
|
3.96
|
13.47
|
|
Profit/(Loss) before Depreciation, Exceptional Items and Tax
|
(25.57)
|
(108.12)
|
(25.58)
|
(108.55)
|
|
Less: Depreciation and Amortization Expenses
|
6.92
|
7.44
|
6.92
|
7.44
|
|
Loss before Exceptional Items & Tax
|
(32.49)
|
(115.56)
|
(32.50)
|
(115.99)
|
|
Exceptional Item (Net)
|
(27.57)
|
(38.37)
|
(27.57)
|
(38.37)
|
|
Loss Before Tax
|
(4.92)
|
(77.19)
|
(4.93)
|
(77.62)
|
|
Tax expense - Deferred tax
|
|
-
|
|
-
|
|
Loss After Tax
|
(4.92)
|
(77.19)
|
(4.93)
|
(77.62)
|
|
Share of profit in Joint ventures accounted for using equity method
|
|
|
0.05
|
0.17
|
|
Other comprehensive income/(loss) for the year
|
(0.12)
|
(0.28)
|
(0.12)
|
(0.28)
|
|
Total Comprehensive Income for the year
|
(5.04)
|
(77.47)
|
(5.00)
|
(77.73)
|
|
Paid up Equity Capital
|
131.12
|
131.12
|
131.12
|
131.12
|
|
Earnings per share (in Rupees)
|
|
|
|
|
|
- Basic
|
(0.38)
|
(5.89)
|
(0.37)
|
(5.91)
|
|
- Diluted
|
(0.38)
|
(5.89)
|
(0.37)
|
(5.91)
|
II. OPERATIONAL HIGHLIGHTS :
During the year ended March 31, 2025, your Company achieved a turnover of Rs. 372.33 Crore on a Standalone basis as
against Rs. 332.62 Crore in the previous year ended March 31,2024. The net loss for the year amounted to Rs. (4.92) Crore as
against Rs. (77.19) Crore in the previous corresponding year.
The turnover is attributable to revenues generated from existing projects. The Company continues defaulting on existing loans
to lenders including borrowing from promoters and follows the terms of the moratorium of Hon’ble NCLAT, Mumbai.
III. DIVIDEND :
No dividend is recommended.
IV. RESERVES :
No amount is transferred to Reserves for financial year ended March 31,2025.
Changes in the nature of business
During the year under review, there has been no change in nature of business of the Company
V. THE STATE OF AFFAIRS OF THE COMPANY :
The Company has executed orders worth Rs. 321.38 Crore (approx.) during the year and had closing order book value of Rs.
635 Crore.
Your Company is part of the Infrastructure Leasing and Financial Services Limited (“IL&FS”) group and is awaiting its resolution
as per the Resolution Framework approved by the Hon’ble National Company Law Appellant Tribunal (NCLAT), Mumbai. As
part of requisite processes, the Committee of Creditors, comprising all financial creditors have consented for resolution of the
Company.
Due to ongoing resolution process, the Company is not able to bid for new projects except taking up projects on back-to back
basis to meet out the fixed overheads with an overall objective of maintaining the going concern status as per Orders of Hon’ble
NCLT
VI. SHARE CAPITAL :
During the year under review, there was no change in the share capital of the Company.
Shares held by Directors :
None of the Directors of the Company hold any shares or any convertible instruments of the Company.
VII. DEPOSITS :
During the year under review, your Company has not accepted any deposit from public under Chapter V of the Companies Act,
2013.
VIII. DIRECTORS :
The Non-executive Directors hold the entire composition of the Board of Directors of the Company. The composition is in
compliance with Regulation 17 of SEBI LODR read with Article 117 of Articles of Association of the Company.
During the Financial Year 2024-25, Mr. Manish Kumar Agarwal, a Non-Executive Director resigned and Ms. Lubna Ahmad
Usman was appointed as a Director in Non-executive Capacity. The approval of shareholders was obtained in support of the
said appointment through postal ballot on March 24, 2025.
No relative(s) of Directors have/has been appointed to the office or place of profit in the Company during the year. The Board
of Directors as on March 31,2025, comprise the following six non-executive directors.
|
Sl.No.
|
Name of Director
|
Nature of Directorship
|
Date of Appointment
|
|
1.
|
Mr. Nand Kishore
|
Non-executive Nominee Director
|
October 3, 2022
|
|
2.
|
Mr. Subrata Kumar Atindra Mitra
|
Independent Director
|
January 15, 2021
|
|
3.
|
Dr. Jagadip Narayan Singh
|
Independent Director
|
January 15, 2021
|
|
4.
|
Mr. Danny Samuel
|
Non-executive Nominee Director
|
September 30, 2023
|
|
5.
|
Ms. Preeti Grover
|
Independent Director
|
September 30, 2023
|
|
6.
|
Ms. Lubna Ahmad Usman
|
Non-executive Nominee Director
|
February 11,2025
|
None of the Directors of the Company are inter-se related to each other.
Non-Executive Directors
The Non-Executive Directors are paid sitting fee & reimbursement of expenses, if any for attending the meetings of Board and
various Committees. The approval of the Audit Committee has been duly obtained for payment of sitting fees and expenses as
aforesaid, to Promoter Directors and other members of the Board.
Except as mentioned above, no other payments were made by the Company to the Directors and the Company does not have
any pecuniary relationship or transactions with any of the members of the Board.
Further the Independent Directors have provided requisite declarations as per Section 149(6) of The Companies Act, 2013. The
Independent Directors possess integrity, expertise (including proficiency) to hold the Directorship in the Company.
IX. MANAGERIAL REMUNERATION POLICY :
The policy is available on the website of the Company at https://ilfsengg.com/html/policies.php
X. KEY MANAGERIAL PERSONNEL :
Mr. Kazim Raza Khan, Chief Executive Officer, Mr. Naveen Kumar Agrawal, Chief Financial Officer and Mr. Rajib Kumar Routray,
Company Secretary continue to be the Key Managerial Personnel of the Company in FY’ 25.
XI. DIRECTORS RESPONSIBILITY STATEMENT :
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors
make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:
(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper
explanation relating to material departures;
b) That such accounting policies have been selected and applied them 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 at the
end of March 2025 and of the loss of the company for that period;
c) Proper and sufficient care has been taken 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) That subject to the Management’s assessment of appropriateness of going concern assumption basis the negative
indicators, the Annual Accounts have been prepared on a going concern basis.
e) That proper internal financial controls were in place and that the internal financial controls were adequate and were
operating effectively; and
f) That proper systems were devised to ensure compliance with the provisions of all applicable laws and such systems
were adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems established and maintained by the Company,
the work performed by the internal, Statutory, Cost and Secretarial Auditors and the reviews performed by management and the
Audit Committee, the Board is of the opinion that the Company’s internal financial controls were adequate and effective during
FY 2024-25.
XII EMPLOYEE STOCK OPTIONS AND SWEAT EQUITY SHARES :
During the financial year, the Company did not grant, issue, or allot any Employee Stock Options (ESOPs) or Sweat Equity
shares. Accordingly, there are no outstanding options or shares under these categories.
XIII. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHNAGE EARNINGS AND
OUTGO:
(Figures in Rs. Crores)
|
A)
|
Conservation of energy
|
|
|
i)
|
The steps taken or impact on conservation of energy;
|
The conservation of energy in all the possible areas
is undertaken by the Company as an important
means of achieving cost reduction, savings in
electricity, fuel and power consumption.
|
|
ii)
|
The steps taken by the Company for utilizing alternate sources
of energy;
|
NIL
|
|
iii)
|
The capital investment on energy conservation equipment;
|
NIL
|
|
B)
|
Technology absorption
|
|
|
i)
|
the efforts made towards technology absorption;
|
Timely completion of the projects as well as meeting
the budgetary requirements are the two critical
areas where different techniques help to that extent.
Many innovative techniques have been developed
and put to use in past and the efforts to develop new
techniques continue unabated.
|
|
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;
|
|
| |
b) the year of import;
|
|
| |
c) whether the technology been fully absorbed
|
|
| |
d) if not fully absorbed, areas where absorption has not taken
place, and the reasons thereof;
|
NA
|
|
(iv)
|
The expenditure incurred on research and development
|
Nil
|
|
(C)
|
FOREIGN EXCHANGE
|
|
| |
Foreign exchange earned in terms of actual inflows during the
year
|
Nil
|
| |
*Foreign exchange outgo during the year in terms of actual
outflows
|
0.06
|
XIV. BOARD AND ITS COMMITTEES :
(a) Board of Directors :
The Board of Directors of the Company met 5 (five) times including through video conferencing/other Audio-Visual means
on May 21,2024, August 8, 2024, September 28, 2024, November 4, 2024, and February 11,2025. All other details are
mentioned in the Corporate Governance section of this report.
(b) Audit Committee :
The Audit Committee of the Board of Directors of the Company comprises 3 (three) Member-Directors with majority
being Independent. During the year, under review there was no change in the composition of the Committee. The details
including dates of meetings, attendance and other details of the meetings of Audit Committee are mentioned in the
Corporate Governance section of this report.
During the year under review, all the recommendations/submissions of the Audit Committee were accepted by the Board
of Directors. Further the members of the Committee are competent to read and understand the Financial Statements.
(c) Stakeholders Relationship Committee :
The Stakeholders Relationship Committee of the Company comprises 3 (three) Members- Directors. The Committee was
reconstituted on February 11,2025 caused by the cessation of directorship of Mr. Manish Kumar Agarwal, Member from
the Board. Mr. Danny Samuel, a Non-executive Director was inducted into the Committee. The details of composition,
attendance, and other details are mentioned in the Corporate Governance section of this report.
(d) Corporate Social Responsibility Committee :
The Company’s Corporate Social Responsibility Committee (CSR) formed on March 18, 2014, was last reconstituted on
September 30, 2023. Due to cessation of directorship of Mr. Manish Kumar Agarwal due to resignation, the CSR Committee
was reconstituted in FY’ 24-25 on February 11,2025. The details of composition of CSR Committee are mentioned in the
Corporate Governance section of this report. The policy on CSR is available on the website of the Company at https://
ilfsengg.com/html/policies/CSR_Policy.pdf. The meeting of Committee was not held during the Financial Year 2024-25 as
the Company was not required to spend on account of Corporate Social Responsibility obligations as per Section 135 of
the Companies Act, 2013 and the Rules, made thereunder.
(e) Nomination and Remuneration Committee :
The Nomination and Remuneration Committee of the Company comprises 3 (three) Members-Directors. One of the
Independent Directors holds the position of Chairperson of the Committee. During the year under review, there was no
change in the composition of the Committee. The details including dates of meetings, attendance and other details of the
meetings of Nomination and Remuneration Committee are mentioned in the Corporate Governance section of this report.
XV. RISK MANAGEMENT COMMITTEE :
The constitution of a Risk Management Committee is not applicable as the requisite statutory criterion does not trigger formation
of the said Committee. However, the Board of Directors have formulated a Risk Management Policy consisting of various
elements of risk and mitigation measures.
The Board of Directors of the Company is responsible for overseeing the implementation of the Risk Management Policy. In the
opinion of the Board, the policy on risk management addresses the risks associated with the business including identification
of elements of risks which may threaten the existence of the Company. The Board of Directors/Audit Committee reviews the risk
assessment and mitigation procedures across the entity from time to time. The critical enterprise level risks of the Company
and the mitigation measures being taken are provided in the Management Discussion and Analysis Report.
XVI. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES :
As per Section 129(3) of the Companies Act, 2013 and Regulation 34 of the Listing Regulations, the Consolidated Financial
Statements of the Company forms part of this report. The copies of Audited Financial Statements of the Subsidiaries except
Maytas Infra Saudi Arabia Company (MISA), a foreign Joint Venture Subsidiary are available on the website of the Company at
www.ilfsengg.com. The Commercial Registration status of MISA as per the records of Kingdom of Saudi Arabia issued on 10th
July 2011 is valid for 25 years, although the said subsidiary is not authorized to conduct business post expiry of license on 2nd
December 2017. This has led to non-receipt of audited financial statements of MISA by your Company. Further the Company
had issued a Corporate Guarantee for SAR 103 Million (equivalent to Rs.234.56 Crore) on 30th July 2012 to MISA against a loan
of Rs.141.39 Crore, availed by MISA. MISA has ceased its operations for a period more than three years. No claim has been
filed on the Company by the Lender of MISA till the date of this Report.
SUBSIDIARY ENTITIES :
Following are the Subsidiaries of your Company:
1. Angeerasa Greenfields Private Limited
2. Ekadanta Greenfields Private Limited
3. Saptaswara Agro-Farms Private Limited
4. Maytas Metro Limited
5. Maytas Infra Assets Limited
6. Maytas Vasishta Varadhi Limited
7. Maytas Infra Saudi Arabia (Foreign Subsidiary)
INVESTING PARTIES IN RESPECT OF WHICH THE REPORTING ENTERPRISE IS AN ASSOCIATE
SBG Projects Investments Limited
Joint Ventures (Association of Persons) :
1. NCC - Maytas (JV)
2. NEC - NCC - Maytas (JV)
3. Maytas - NCC (JV)
4. NCC - Maytas (JV) (Singapore Class Township)
5. Maytas - CTR (JV)
6. NCC - Maytas - ZVS (JV)
7. ITNL - IECCL JV
The Company has following joint ventures, which are in the nature of joint operations:
1. Maytas KBL (JV)
2. Maytas KCCPL Flow more (JV)
3. Maytas MEIL KBL (JV)
4. Maytas MEIL ABB AAG (JV)
5. MEIL Maytas ABB AAG (JV)
6. MEIL Maytas KBL (JV)
7. MEIL Maytas WIPL (JV)
8. MEIL Maytas AAG (JV)
9. MEIL - SEW - Maytas - BHEL (JV)
10. L&T KBL Maytas (JV)
11. Maytas - Rithwik (JV)
12. Maytas Sushee (JV)
13. Maytas Gayatri (JV)
14. IL&FS Engg - Kalindee (JV)
15. AMR-Maytas-KBL-WEG (JV)
16. ITDC-Maytas (JV)
17. IL&FS Engg.-GPT (JV)
Further none of the entities have been associated/ disassociated as Joint Ventures of your Company during the year under
review.
The performance and financial position of the Subsidiaries, Joint Ventures and Associates Companies are enclosed as
Annexure 1 to this report as per AOC-1.
XVII. HOLDING COMPANY :
Your Company continues to remain the subsidiary of M/s. Infrastructure Leasing and Financial Services Limited in terms of the
provisions of Section 2 (87) (i) of the Companies Act, 2013 by virtue of Holding Company’s control over the composition of
Board of Directors of the Company.
XVIII. AUDITORS AND AUDITORS’ REPORT :
(a) Statutory Auditors :
M/s. M Bhaskara Rao & Co., Chartered Accountants, (Firm Registration No. 000459S) Statutory Auditor has carried out
Statutory Audit of the Financial Statements of the Company for the Financial Year 2024-2025. Your Board has approved
the audited standalone and consolidated financial statements for the Financial Year ended 31st March 2025. The Board
has also noted the (modified/unmodified) opinion in the Auditor’s Report on the Consolidated Financial Statements for
the Year ended March 31,2025:
Standalone Financial Statements: (Para from Auditors Report)
(i) Material uncertainty related to going concern: Attention is invited to Note 30 regarding continued losses, erosion of
net-worth as at the year end, and significant reduction in the Company’s income from operations and other matters
detailed in the said note. These events and conditions indicate a material uncertainty which cast a significant doubt
on the Company’s ability to continue as a going concern, and therefore it may not be able to realise its assets and
discharge its liabilities including potential liabilities in the normal course of business. The ability of the Company to
continue as a going concern is solely dependent on the finalisation and approval of the resolution process, which
is not wholly within the control of the Company.
(ii) Note 31(a)(v) regarding ongoing investigations by Serious Fraud Investigation Office of Ministry of Company
Affairs (SFIO), Enforcement Directorate (ED) and other regulators / agencies against Infrastructure Leasing &
Financial Services Limited (‘IL&FS’) and some of its subsidiaries (including the Company). The standalone financial
statements of the Company for the year ended on March 31,2025 do not include adjustments, if any, that may arise
on account of the ongoing investigations by the investigating and other agencies and Regulatory Authorities.
(iii) Note 51 regarding non-receipt of confirmation of balances as at March 31, 2025 from some customers and
vendors. In the absence of confirmations, the adjustments, if any, on account of unsettled transactions, to the
carrying values of assets and liabilities cannot be ascertained.
(iv) Note 52 relating to non-recognition of interest expense on borrowings availed by the Company, pursuant to the
Interim Order and the Judgement passed by NCLAT specifying October 15, 2018 as cut-off date for initiation of
resolution process, of Rs.451.86 Crores (excluding penal/other interest and charges) for the year ended March
31, 2025. Aggregate amount of interest expense not so recognized as at March 31, 2025 is Rs.2619.89 Crores
approximately.
Consolidated Financial Statements :
(i) We draw attention to note 3(a)(vii) and 32(b)(i) to the consolidated financial statements regarding non¬
consolidation of financial statements and other financial information of an overseas subsidiary "Maytas Infra Saudi
Arabia Company" for the reasons stated in said notes. We are unable to comment on impact on the consolidated
financial statements for the year, carrying values of assets / liabilities and retained earnings of the Group, had the
subsidiary’s financial statements and other financial information been consolidated.
(ii) Material uncertainty related to going concern: Attention is invited to Note 30 regarding continued losses, erosion of
net-worth as at the year end and significant reduction in the Holding Company’s income from operations and other
matters detailed in the said paragraph. Further, all subsidiaries considered for consolidation have not commenced
their operations for a substantial period and their respective financial statements have been prepared not as a
going concern. These events and conditions indicate a material uncertainty which cast a significant doubt on the
Group’s ability to continue as a going concern, and therefore it may not be able to realise its assets and discharge
its liabilities including potential liabilities in the normal course of business. The ability of the Holding Company to
continue as a going concern is solely dependent on the finalisation and approval of the resolution process, which
is not wholly within the control of the Group.
(iii) Note 31(a)(v) regarding ongoing investigations by Serious Fraud Investigation Office of Ministry of Company Affairs
(SFIO), Enforcement Directorate (ED) and other regulators / agencies against Infrastructure Leasing & Financial
Services Limited (‘IL&FS’) and some of its subsidiaries (including the Company). The consolidated financial
statements of the Holding Company for the year ended on March 31, 2025 do not include adjustments, if any,
that may arise on account of the ongoing investigations by the investigating and other agencies and Regulatory
Authorities.
(iv) Note 50 regarding non-receipt of confirmation of balances as at March 31, 2025 from some customers and
vendors. In the absence of confirmations, the adjustments, if any, on account of unsettled transactions, to the
carrying values of assets and liabilities cannot be ascertained.
(v) Note 51 relating to non-recognition of interest expense on borrowings availed by the Company, pursuant to the
Interim Order and the Judgement passed by NCLAT specifying October 15, 2018 as cut-off date for initiation of
resolution process, of Rs.451.86 Crores (excluding penal/other interest and charges) for the year ended March
31, 2025. Aggregate amount of interest expense not so recognized as at March 31, 2025 is Rs.2619.89 Crores
approximately.
Explanation to the Qualifications
Your Board has noted the modified opinion on consolidated financial statements including other observations reported
by the Statutory Auditors in FY’ 2024-25 as the continued/repetitive ones. These observations are continued/repetitive
in nature. The modified opinion pertains to the non-consolidation of the financial statements of the overseas subsidiary,
Maytas Infra Saudi Arabia Company, in the consolidated financial results. The investment in this subsidiary has been fully
provided for, and there have been no operations in the entity for over three years. Accordingly, the management believes
that the exclusion of its financial information does not have any material impact on the consolidated financial results of
the Company.
Internal Financial Controls :
The Company has institutionalized internal control in the form of standard operating procedures with an objective of
orderly and efficient conduct of its business, safeguarding the Company’s assets, prevention and detection of frauds,
accuracy and completeness of accounting records, and compliance with applicable statutory requirements. The
Company is having Oracle e-Business Suite as Enterprise Resource Planning (ERP) System for recording transactions in
an integrated way with a complete audit trail.
The Company has also engaged a firm of Chartered Accountants for Internal Audit purposes. The draft internal audit
findings of the Internal Auditor covering various business areas, processes, and functions and Action Taken Reports are
first reviewed by the management with the Internal Auditor and Auditees. Post, the Internal Auditor presents their report
to Audit Committee. The Committee reviews and deliberates on the audit points and issues necessary directions to the
management, recommend and submit to the Board of Directors for appropriate directions, basis the categorisation of
risks. Besides CEOs and CFOs, other senior executives representing Auditee are invited to join, as and when required in
the meetings of Audit Committee for answering to the queries, and clarifications, if any of Members of the Committee.
(b) Secretarial Audit Report and Appointment of Secretarial Auditors :
In terms of the provisions of Section 204 of the Companies Act, 2013, the Board of Directors had appointed M/s. RPR
& Associates, Company Secretaries, Hyderabad to conduct the Secretarial Audit for FY 2024-25. The Secretarial Audit
Report for the Financial Year Ended March 31,2025, is enclosed as Annexure 2 to this report. The observations made
by the Secretarial Auditors and the corresponding explanations provided by the management are as under:
|
Sl.
No.
|
Compliance Requirement (Regulations/ circulars/ guidelines
including specific clause)
|
Management Response
|
|
1
|
As per Reg. 23(9) of SEBI LODR, Regulations 2015 statement of
Related party transactions for the Half year ended March 31,2024
to be submitted on the same of day of submission of financial
results for the quarter and year ended March 31, 2024 with the
stock exchanges, the same was delayed by one day for NSE and
two days for BSE
|
The delay is due to technical glitches in the
system while filing in requisite mode with
stock exchanges. The default was made
good and applicable fines were paid as per
SEBI Master Circular dated July 11, 2023
|
|
2
|
As per Reg. 20 (2) of SEBI LODR, Regulations, 2015 the Company
shall have a Chairperson for Stakeholders Relationship Committee
(SRC). The Company does not have a Chairperson for SRC from
Dec 26, 2024 onwards.
|
The Chairperson of SRC had resigned
from Board, just five days before the end of
Q3, FY’25 and the Board reconstituted the
Committee at its Quarterly Board Meeting
held on 11th February 2025.
|
The Board of Directors of the Company in its Meeting held on 28th May 2025, have appointed M/s MAKS & Co, a
Peer Reviewed Firm of Practicing Company Secretaries as the Secretarial Auditor of the Company for a term of five
consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the shareholders at the ensuing
36th Annual General Meeting of the Company.
(c) Cost Auditors :
M/s Narasimha Murthy & Co., Cost Accountants (FRN: 000042) were appointed as Cost Auditors for FY’2024-25 of the
Company to conduct the audit of cost records of the Company pertaining to "Roads & Other Infrastructure Projects"
categorized as the scheduled product/service areas as per Section 148(1) of The Companies Act, 2013 read with The
Companies (Audit and Auditors) Rules, 2014 ("the Rules"). Accordingly, the Company maintains such records and the
same is audited every year. Your Company is maintaining the requisite cost records and the Cost Audit report for FY 2024¬
25, which shall be filed with the Ministry of Corporate Affairs in due course.
A certificate from the Cost Auditors, certifying their independence and arm’s length relationship has been received by
the Company. As per the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014,
the remuneration payable to Cost Auditors is required to be ratified and confirmed by the members in General Meeting.
Accordingly, resolution seeking members’ ratification for the remuneration payable to M/s Narasimha Murthy & Co., Cost
Accountants is included in the Notice convening the AGM.
(d) Reporting of Fraud by Auditors:
During the year under review, the Statutory Auditors, Secretarial Auditor and Cost Auditors have not reported any instance
of fraud in respect of the Company, by its officers or employees under Section 143(12) of the Act.
(e) Secretarial Standards:
The Secretarial Standards i.e. SS-1 and SS-2 relating to the meetings of the Board of Directors and General Meetings,
respectively issued by the Institute of Company Secretaries of India, have been duly followed by the Company.
XIX. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES :
The Related Party Transactions (RPT) of the Company, if any are transacted as per the Company’s RPT Policy. The Policy is
consistent with the latest changes brought about by SEBI. All the Related Party Transactions are pre-approved by the Audit
Committee irrespective of their nature and dynamics of transactions. The Related Party Transaction Policy is available on the
website of the Company at RelatedPartyTransactionPolicy2025.pdf.
During the year under review, there were no contracts or arrangements with related parties or no material related party
transactions were entered into pursuant to Section 188(1) of the Companies Act, 2013 read with the relevant rule which may
have a potential conflict with the interest of the Company at large.
XX. MANAGEMENT DISCUSSION AND ANALYSIS :
A separate section titled "Management Discussion and Analysis" comprising details as required under Regulation 34 read with
Schedule V of the Listing Regulations form part of this Annual Report.
XXI. SIGNIFICANT BENEFICIAL OWNERSHIP (SBO) :
No Individual(s) person holds the requisite beneficial interests directly or indirectly in the Company..
XXII. CORPORATE GOVERNANCE :
A separate section titled "Report on Corporate Governance" including a certificate from the Practicing Company Secretary
confirming compliance with the conditions of Corporate Governance as stipulated under Listing Regulations is enclosed to the
Report on Corporate Governance and forms part of this Annual Report.
XXIII. DISCLOSURES :
(a) Annual Return :
The Annual Return as per Section 92(3) of the Companies Act, 2013 read with Rule 12 (1) of the Companies (Management
and Administration) Rules, 2014 is available on the website of the company at Home > Investors > Disclosures Under
Regulation 46 of SEBI (LODR) Regulations 2015.
(b) Vigil Mechanism :
In terms of the provisions of the Section 177 of the Companies Act, 2013 and Listing Regulations, the Company has
established a Vigil Mechanism through its Whistle Blower Policy for directors and employees to report concerns about
unethical behaviour, actual/suspected frauds and violation of Company’s Code of Conduct.
(c) Policy on Prevention of Sexual Harassment :
In terms of the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, the Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at
workplace. An internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual
harassment of all employees including permanent, contractual, temporary, trainees.
Further, the Company has adequate systems, processes, and policies to ensure professional ethics and harmonious
working environment. The Company follows Zero Tolerance towards Corruption and unethical conduct. These are ensured
through Whistle Blower Policy, Sexual Harassment Policy, and Redressal Guidelines. There are no Sexual Harassment
cases reported during the FY: 2024-25.
(d) Particulars of Loans, Guarantees or Investments under Section 186:
Your Company has not provided any Loans, Guarantees or Investment under Section 186 of the Companies Act, 2013
during the period under review.
(e) Particulars of employees and related disclosures :
The disclosures relating to ratio of remuneration of each director to the median employee’s remuneration and other details
as per Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1), (2) and (3) of the Companies (Appointment and
remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure 3 to this Report.
Having regard to the provisions of the second proviso to Section 136(1) read with Section 197(12) of the Act and as
prevalent, the names of top ten employees in terms of remuneration drawn and names and other particulars of the
employees drawing remuneration more than the limits set out is open for inspection at the Registered office of your
Company. Any member interested in obtaining copy of the same may write to Company Secretary.
(f) Material changes and comments, if any, affecting the financial position of the Company :
The IL&FS crisis coupled with non-bagging of any major projects have caused stress on the financial position of the
Company. However, due to the moratorium issued by Hon’ble NCLAT under Section 14 of IBC, the management has
been successfully preserving the going concern status, whether material or otherwise and challenges, if any in this
regard.
(g) Details of significant and material orders passed by the regulators, courts or tribunals impacting the going concern
status of the Company :
No new significant and material orders have been passed by Regulators or Courts or Tribunals impacting the going
concern status of the Company.
(h) Details in respect of adequacy of Internal Financial Controls:
The details of internal financial controls and their adequacy is given in Management Discussion and Analysis Report.
(i) Business Responsibility and Sustainability Report :
Since your company doesn’t fall under requisite criterion for the FY’ 25, the requirement of Business Responsibility
Reporting is not applicable to your company.
(j) Performance Evaluation of the Board, Committees and Directors :
Pursuant to the provisions of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has initiated the process of annual performance evaluation of the Board and Committees
in FY’25.
(k) Significant and Material orders passed by Regulators or Courts or Tribunals :
During the year under review, no significant and material order was passed by the regulators/ courts/ tribunals which
would impact the going concern status of the Company and its future operations. This is consistent with situations arising
out of IL&FS crisis and various orders of Hon’ble NCLT/NCLAT
No financial creditor has filed any application for initiating corporate insolvency resolution process (CIRP) as per IBC
before the NCLT
The Company has not filed on its own any application for initiation of CIRP under IBC before the NCLT.
(l) One Time Settlement/ Valuation, if any with Banks or Financial Institutions :
There has neither been any settlement with any Bank(s) or Financial Institution(s) nor any difference in valuation in respect
thereof.
(m) Confirmation under Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 on downstream
investment :
The Company has only one foreign subsidiary, which is a Joint Venture Company based out of Kingdom of Saudi Arabia,
whose accounts are not being consolidated. The same has been duly reported by the Statutory Auditor in their reports.
Apart from the same, there is no downstream investment(s), which requires to be reported as per Foreign Exchange
Management (Non-Debt Instruments) Rules, 2019 and accordingly disclosure requirements in the Director’s report in the
Annual Report of the Indian company, is not applicable to the Company.
Other Disclosures
The Director’s state that no disclosure or reporting is required in respect of the following items as there were no
transactions on these items during the year under review, except as disclosed above:
(i) Issue of equity shares with differential rights as to dividend, voting or otherwise.
(ii) There were no changes in voting rights of shares in the Company.
(iii) There were no instances of non-exercising of voting rights in respect of shares purchased directly by employees
under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and
Debentures) Rules, 2014 and hence no information is furnished.
(iv) There were no buy-back or capital reduction of shares in the Company.
(v) The Company does not have any Managing or Whole-Time Director therefore no such disclosure is required to be
given in terms of Section 197 (4) of the Act
XXIV. ACKNOWLEDGMENTS :
Your directors place on records their gratitude to the Bankers, Media, Financial Institutions, various agencies of the State and
the Central Government Authorities, Clients, Consultants, Suppliers, Sub-Contractors, Members and the Employees for their
valuable support and co-operation and look forward to being continued enriched relationships in the years to come.
By order of the Board
For IL&FS Engineering and Construction Company Ltd
Sd/- Sd/-
Nand Kishore Danny Samuel
Non Executive Chairman Director
DIN: 08267502 DIN: 02348138
Place: Mumbai
Date: 28.05.2025
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