Meghna Infracon Infrastructure Ltd

<dhhead>DIRECTORS' REPORT TO THE MEMBERS</dhhead>

Dear Members,

Your Directors have pleasure in presenting their 16^th Annual Report together with the Audited Accounts of the Company for the Year ended 31^stMarch, 2023.

(Amount in Lacs)

The Company recorded Total revenue of Rs. 1292.45 Lacs during the year under review as against Rs. 991.58 Lacs in the previous year, however company incurred Loss after tax of Rs. 196.64Lacsas against a profit of Rs. 7.11 Lacs earned in the previous year. Your directors are hopeful for the better results in the years to come.

In view of losses incurred your Directors do not recommend any dividend for the year ended 31^st

March 2023.

Your Directors do not propose any amount to be transferred to the Reserves for the year ended 31^st March 2023.

Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed to this Report.

Company does not have any Subsidiaries, Joint Ventures or Associate Companies.

Company has not accepted any deposits within the meaning of Section 73 of the companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

As a part of the effort to evaluate the effectiveness of the internal control systems, your Company’s internal control system reviews all the control measures on periodic basis and recommends improvements, wherever appropriate. The Company has in place adequate internal control systems and procedures commensurate with the size and nature of its business. These systems and procedures provide reasonable assurance of maintenance of proper accounting records, reliability of financial information, protections of resources and safeguarding of assets against unauthorized use. The management regularly reviews the internal control systems and procedures.

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable to the Company.

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed;
2. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review;
3. The directors have taken proper and sufficient care for the 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 directors have prepared the annual accounts on a going concern basis;
5. The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively;
6. The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CORPORATE GOVERNANCE:

Though the provisions of Corporate Governance as provided under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 were not applicable to the Company during the year ended 31^st March, 2023, the Company is committed to adhere to the Corporate Governance provisions voluntarily.

The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part ofthis report.

The requisite certificate from M/s. Nishant Jawasa & Associates, Company Secretaries confirmingcompliance withthe conditions of Corporate Governance as stipulated under Regulation 27 of Listing Regulations is included as a part ofthis report.

MIGRATION FROM BSE SME PLATFORM TO BSE MAINBOARD OF THE EXCHANGE

As the members are aware that the company was in process to migrate to BSE Mainboard of the Exchange. Your directors are please to inform you that the Equity shares of the Company have been migrated from BSE SME Platform to BSE Mainboard of the Exchange with effect from 11^th April, 2023.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of the Board is in accordance with provisions of Section 149 of the Companies Act, 2013 and Regulation17 of the Listing Regulations, with an appropriate combination of Non-executive and Independent Directors.

Appointment / Resignation of Directors:

1. In accordance with the provision of section 152(6) and the Articles of Association of Company Mrs. Manju Lodha shall retire by rotation at the ensuing Annual General Meeting of the Company and, being eligible, offers herself for re-appointment. The Board recommends her re-appointment.
2. The Board on recommendations of Nomination & Remuneration Committee proposed to re-appoint Mr. Vikram Lodha as Whole Time Director of the Company for a further period of 5 years at the ensuing Annual General Meeting of the Company.

Pursuant to the provisions of Companies Act, 2013 and Regulation 17 of Listing Regulations, the Board carried outevaluation of its own as well as performance of that of its committees. The Board also carried out performanceevaluation of all the Individual Directors. Additionally, the Nomination and Remuneration committee of the Boardalso carried out the evaluation of the performance of the individual directors. The performance evaluation wascarried out by the way of obtaining feedback from the directors through a structured questionnaire prepared inaccordance with the Board Evaluation Policy.

The structured questionnaire prepared to evaluate the performance of Individual Directors, the Board andcommittees contained various different parameters.

The performance evaluation of the non-independent directors was carried out by the Independent Directors at theirseparate meeting.

Pursuant to the provisions of the section 149 of the Companies Act, 2013, the following Non-Executive Directors are appointed as Independent Directors: -

All the Independent Directors have confirmed to the Board that they meet the criteria of Independence as specifiedunder section 149(6) of the Companies Act, 2013, and that they qualify to be the Independent Directors pursuant toRule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. Further, they have also confirmedthat they meet the requirements of Independent directors as mentioned under Regulation 16(1)(b)of the ListingRegulations.

Women Director:

In terms of the provision of Section 149 of the Companies Act, 2013 and Regulation 17 (1) of SEBI (LODR) Regulation, 2015 a listed company shall have at least one women director on the board of the company. Your Company has appointed Mrs. Manju Lodha as Woman Director on the Board w.e.f. 19/06/2015.

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the companyare as follows:

1 Mr. Vikram Lodha, Chief Executive Officer 2 Mr. Jayantilal Lodha Chief Financial Officer

3 Mr. Sudhir Suman Singh, Company Secretary & Compliance officer

There was no change in the composition of Board and Key Managerial Personnel during the year under review.

The Company has various Committees which have been constituted as a part of good corporate governancepractices andthe same are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

Details of the following committees constituted by the Board along with their composition, terms of reference andmeetings held during the year are provided in the Report on Corporate Governance which forms a part of this AnnualReport:

1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Right Issue Committee

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of theDirectors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of theCompany which forms part of this Annual Report.

Pursuant to the provisions of the Companies Act, 2013, the Board, based on recommendations of the Nomination and Remuneration Committee, has carried out an annual performance evaluation of its own performance and that of its statutory committee’s viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees.

The details of the programmers for familiarization of the Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which Company operates, business model of the Company and related matters are put up on the website of the Company.

The company covered under provision of Section 178(1) of the companies Act 2013 and as per the requirement the Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration including criteria for determining qualifications and independence of Director.

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year, Eleven Board Meetings, Six Audit Committee Meetings, Two Nomination & Remuneration Committee, One Stakeholder Relationship Committee and One Independent Directors Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

During the year under review the company has issued 8,68,000 number of equity shares of Rs. 10/- each, at par ranking pari passu with the existing equity shares on rights basis by way of Rights Issue on 20^th September, 2022, thereby the paid-up capital of the company increased to Rs. 4,34,47,500/- (Rupees Four Crore Thirty Four Lacs Forty Seven Thousand Five Hundred).

Further the Company has issued 65,17,125 number of equity shares of Rs. 10/- each, at par ranking pari passu with the existing equity shares by way of Bonus Issue on 31^st December,

2022, thereby the paid-up capital of the company increased to Rs. 10,86,18,750/- (Rupees Ten Crores Eighty Six Lacs Eighteen Thousand Seven Hundred Fifty).

The Particulars of Loans, Guarantees or Investments made under section 186 of the Companies Act 2013 is furnished in the notes to the Financial Statements.

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return as on 31^stMarch, 2023 in Form No. MGT-7, is available on the Company’s website on https://www.naysaasecurities.com.

All transactions entered into during the year with Related Parties as defined under Section 188 read with Rule 15 of Companies (Meetings of Board and its powers) Rules, 2014 of the Companies Act 2013 and Rule 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, were in the ordinary course of business and on an arm’s length basis. During the year, the Company had not entered into any transaction referred to in Section 188 of the Companies Act, with related parties which could be considered material under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) of the Companies Act 2013 in Form AOC-2 is annexed herewith as Annexure-1to this report. Attention of Members is drawn to the disclosures of transactions with related parties set out in Notes to Accounts forming part of the Standalone financial statements. As required under Rule 23 (1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

1. Conservation of Energy, Technology Absorption:

Your Company is not a power intensive company even though the Company has taken all measures to conserve the energy. Your Company is not using any foreign technology.

2. Foreign Exchange Earning and Outgo:

The Foreign Exchange Earning and Outgo were NIL during the year.

The Company has a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The Vigil mechanism Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

There have been no cases of frauds reported to the Audit Committee/Board during the year under review.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.

No case of sexual harassment was reported during the financial year.

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

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 in future.

M/s. Ravindra B Shah & Co., (Firm Registration No. 108769W), Chartered Accountants, Mumbai, were appointed as Statutory Auditors of the Company at the 12^th AGM of the Company held on 30^th September, 2019 for a period of five (5) consecutive years till the 17^th AGM of the Company to be held in the year 2024.

The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of CharteredAccountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

There are no qualifications, reservations or adverse remarks made by M/s Ravindra B Shah & Co., Statutory Auditors in theirreport for the financial year ended 31^stMarch, 2023. The Auditors Report is enclosed with the financial statements in thisAnnual Report.

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors of the Company has appointed M/s. Nishant Jawasa & Associates, Practicing Company Secretary (C.P. No. 6993), to conduct the Secretarial Audit of the Company. The Secretarial Audit report in form MR-3 is annexed herewith as "Annexure – 2" to this report.

The Company does not have any material subsidiaries, therefore, the provisions of Regulation 24A of the Listing Regulationspertaining to secretarial audit is not applicable with respect to the subsidiaries of the Company.

1. By the Auditor in his report:

The observation made in the Auditors' Report read together with relevant notes thereon are self- explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

2. By the Secretarial Auditor in his report:

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Several observations have been made in the said report and your directors regret their inability to conform with the pursuant compliances. However, the Company is striving to be compliant of the requirements under various laws including the Listing Regulations& the Companies Act, 2013.

Your directors assure you that it shall endeavor to comply with the applicable regulations both in letter and spirit in the future.

The Cost Audit as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013,is not required and accordingly no such cost accounts and records are made and maintained by the Company.

During the year, the company has developed and implemented Risk Management Policy consistent with the provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to identify the elements of risk which may threaten the existence of the Company and possible solutions to mitigate the risk involved

At present the company has not identified any element of risk which may threaten the existence of the company.

During the year under review there was no change in the nature of doing business of company.

1. There were no employees drawing salary exceeding the limits prescribed under Section 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
2. The ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming part of this report as Annexure - 3.

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which these financial statements relate on the date of this report.

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India on Meetings of the Board of Directors and General Meetings.

There are no proceedings, either filed by the Company or against the Company, pending under the Insolvency and Bankruptcy Code, 2016 as amended, before the National Company Law Tribunal or other Courts as on 31st March, 2023.

There are no instances of one time settlement during the financial year.

Your Company and its Directors wish to extend their sincerest thanks to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and employees at all levels for their continuous cooperation and assistance.

For and on behalf of the Board of Directors Sd/-

Place: Mumbai Jayantilal Lodha

Date: 1^st September, 2023 Chairman

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transaction under third proviso thereto.

1. Details of contracts or arrangements or transactions not at Arm’s length basis: NIL
2. Details of contracts or arrangements or transactions at Arm’s length basis:

(Rs. In Lacs)

For and on behalf of the Board of Directors Sd/-

Place: Mumbai Jayantilal Lodha

Date: 1^st September, 2023 Chairman