To The Members,
Your Directors have pleasure in presenting the 43rd Annual Report of your
Company together with the Audited Statements of Accounts for the year ended March 31,
2025.
| Financial Results |
Year Ended 31.03.2025 |
Year Ended 31.03.2024 |
| Revenue for the year |
17.04 |
2071.82 |
| Profit/(Loss) before Tax (PBT) |
(33.20) |
(2730.39) |
| Less: Finance Cost |
24.42 |
- |
| Profit/(Loss) before Depreciation/Amortization (PBDT) |
(57.62) |
(2730.39) |
| Less: Depreciation |
0.00 |
0.02 |
| Net Profit/(Loss) before Taxation (PBT) |
(57.62) |
(2730.41) |
| Less: Provision for Taxation (including Deferred Tax) |
(14.51) |
(687.20) |
| Add/(Less): Extra-ordinary Items (Excess Provisioning) |
- |
- |
| Profit/(Loss) after Tax & Extra-ordinary Items |
(43.14) |
(2043.21) |
| Less: Provision for Dividend |
- |
- |
| Less: Transfer to General / Statutory Reserves |
- |
- |
| Profit/(Loss) available for Appropriation |
(43.14) |
(2043.21) |
| Add: Profit/(Loss) brought forward from Previous Year |
(1947.50) |
95.71 |
| Balance of Profit/(Loss) carried forward |
(1990.64) |
(1947.50) |
FINANCIAL HIGHLIGHTS
Total revenue for the year stood at 17.04 in comparison to last years' revenue of
2071.82. In term of Profit/(Loss) before taxation, the Company has earned a Profit/(Loss)
of (57.62) lakh in comparison to last years' Profit/(Loss) of (2730.41) lakh.
Profit/(Loss) after Tax and Extra-Ordinary Items stood at (43.14) lakh in comparison to
last financial year's Profit/(Loss) of (2043.21) lakh.
DIVIDEND AND RESERVES
In view of Losses, your Directors do not propose any dividend for the year under
review. During the year under review Nil was transferred to General Reserves.
SHARE CAPITAL & LISTING
The paid up Equity Share Capital as on March 31, 2025 was 53.76 Crore consigning of
5,37,60,000 Equity Shares of Rs. 10/- each. During the year under review, the Company has
not issued any share with differential voting rights; nor granted stock options nor sweat
equity. As on March 31, 2025, none of the Directors and/or Key Managerial Person of the
Company hold instruments convertible in to Equity Shares of the Company.
The Company's Equity Shares are listed on the BSE Limited (“BSE”). The Equity
Shares are actively traded on BSE. The shares of the Company are not suspended from
trading from BSE platform.
CORPORATE GOVERNANCE
Your Directors believe that corporate governance is an ethically driven business
process that is committed to values aimed at enhancing the growth of your Company. The
endeavour is to continue and move forward as a responsible and sustainable Company in
order to attract as well as retain talents, investors and to maintain fulfilling
relationships with the communities and take all possible steps in the direction to
re-write a new future for your Company.
We are committed to achieve the highest standards of ethics, transparency, corporate
governance and continue to comply with the code of conduct framed for the Board and senior
management under SEBI Listing Regulations and have maintained high standards of corporate
governance based on the principle of effective implementation of internal control
measures, adherence to the law and regulations and accountability at all levels of the
organization. Your Company's corporate governance practices are driven by effective and
strong Board oversight, timely disclosures, transparent accounting policies and high
levels of integrity in decision making. The corporate governance report of the Company for
the Year Under Review as required under the applicable SEBI Listing Regulations is
attached hereto and forms part of this report. The requisite certificate from Statutory
Auditors, M/s Rajesh Kumar Gokul Chandra & Associates, Chartered Accountants, Kolkata,
confirming compliance with the conditions of corporate governance is attached to the
corporate governance report.
FINANCE AND ACCOUNTS
As mandated by the Ministry of Corporate Affairs, the financial statements for the year
ended on March 31, 2025 has been prepared in accordance with the Indian Accounting
Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial
Statements are made on a prudent basis, so as to reflect in a true and fair manner, the
form and substance of transactions and reasonably present the Company's state of affairs,
profits and cash flows for the year ended March 31, 2025. Accounting policies have been
consistently applied except where a newly issued accounting standard, if initially adopted
or a revision to an existing accounting standard requires a change in the accounting
policy hitherto in use. Management evaluates all recently issued or revised accounting
standards on an ongoing basis. The Company discloses standalone financial results on a
quarterly basis which are subjected to limited review and publishes standalone audited
financial results on an annual basis. The Company continues to focus on judicious
management of its working capital, receivables, inventories and other working capital
parameters were kept under strict check through continuous monitoring. There is no audit
qualification in the standalone financial statements by the statutory auditors for the
year under review.
| Sl. No. Comment by Auditors |
Management Comment |
| 1. We draw attention to Note No 47 of the Standalone Financial Statements
in respect of valuation of Inventories of Unquoted Shares which are valued at cost and are
subject to the valuation by independent valuer. We could not assess the impact and quantum
of fair value adjustment need to be made to the carrying value of the inventories on which
management believe no material impact. |
The valuation of un-quoted stock has been taken based on last available
Annual Accounts of the Company. However, the Company is in process of obtaining
Independent Valuers' Certificate to ease doubts. |
| 2. We draw attention to Note No 48 of the Standalone Financial Statements
in respect of Balances of trade receivable, loans and advances, trade payable etc. which
are subject to confirmation from the respective parties and consequently reconciliation/
adjustment arising therefrom, if any to ascertain the fair market value. |
The Company is in process of obtaining confirmations for all outstanding
Balances of Trade Receivable, Loans and Advances, Trade Payable etc. |
| 3. We draw attention to Note No 28 of the Standalone Financial Statements
in respect of Employees Retirement Benefit that no actuarial valuation report from the
professional valuer was obtained on account of liability of employment benefit in the near
future, if any, as the management has observed that there is no such liability at present. |
The Company does not have any employee whose retirement benefit is due up
to the current financial year. |
BUSINESS SEGMENT
Your Company is into the business of Finance & Investments in accordance with the
Accounting Standard 17 notified by Companies (Accounting Standards) Rules 2006.
PARTICULARS OF LOANS, GUARANTEES & INVESTMENTS
Details of Loans, Guarantees and Investments, if any, covered under the provisions of
Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
SUBSIDIARY COMPANY
The Company does not have any Subsidiary, Associate and Joint Venture during the
reporting period. The Company also does not have any Subsidiary, Associate and Joint
Venture Company who ceased to be Subsidiary, Associate and Joint Venture during the year.
POLICY FOR DETERMINING MATERIAL SUBSIDIARY COMPANIES
The Company has formulated a “Policy for determining material Subsidiary
Companies” of the Company. This policy is available on your Company's website at
https://www.psitinfrastructure.co.in/company_policies.html
RELATED PARTY TRANSACTIONS (RPT)
All transactions entered into with related parties as defined under the Companies Act,
2013 during the financial year, were in the ordinary course of business and on an arm's
length pricing basis in compliance of the requirements of the provisions of Section 188 of
the Companies Act, 2013. There were no materially significant transactions with the
related parties during the financial year, which were in conflict with the interest of the
Company.
The requisite details under Form AOC-2 in Annexure III have been provided elsewhere in
this Report. Suitable disclosure as required by the Accounting Standard (Ind-AS 24) has
been made in the notes to the Financial Statements. All Related Party Transactions are
placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly
basis for transactions which are of repetitive nature.
A statement giving details of all Related Party Transactions are placed before the
Audit Committee and the Board for review and approval on a quarterly basis. None of the
Directors has any pecuniary relationships or transactions vis-a-vis the Company The
Company has put in place a mechanism for certifying the Related Party Transactions
Statements placed before the Audit Committee and the Board of Directors from an
Independent Chartered Accountant Firm. The Policy on materiality of and dealing with
Related Party Transactions as approved by the Board is uploaded on the website of the
Company and is accessible at the website of the Company. None of the Directors has any
pecuniary relationship or transactions vis-a-vis the Company except remuneration and
sitting fees. In accordance with the provisions of the SEBI Listing Regulations, the
Company has in place the Policy on dealing with Related Party Transactions which is
available on its website at the link:
https://www.psitinfrastructure.co.in/company_policies.html
MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis on the operations of the Company as prescribed
under Part B of Schedule V read with regulation 34(3) of the Listing Regulations, 2015 is
provided in a separate section and forms part of the Directors' Report.
MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position of
the Company between the end of the financial year and date of this report. There has been
no change in the nature of business of the Company.
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance,
board committees and individual directors pursuant to the provisions of the Act and SEBI
Listing Regulations. The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning, etc. The
performance of the committees was evaluated by the board after seeking inputs from the
committee members on the basis of criteria such as the composition of committees,
effectiveness of committee meetings, etc. The above criteria are broadly based on the
Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on
January 5, 2017.
MEETING OF INDEPENDENT DIRECTORS
In Compliance with Section 149 (7) read with Schedule IV of the Companies Act, 2013 and
Regulations 25(3) of the SEBI LODR Regulations, 2015, a separate Board Meeting of
Independent Directors of the Company was held on February 14, 2025 wherein, the following
items in agenda were discussed: reviewed the performance of Non-Independent Directors and
the Board as a whole.
reviewed the performance of the Chairperson of the company, taking into account the
views of Executive Directors and Non-Executive Directors; Assessed the quality, quantity
and timeliness of flow of information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform their duties. The Board
evaluates its composition to ensure that the Board has the appropriate mix of skills,
experience, independence and knowledge to ensure their continued effectiveness. In the
table below, the specific areas of focus or expertise of individual Board members have
been highlighted.
Matrix setting out the skills/expertise/competence of the Board of Directors
| Sl. No. Essential Core skills / expertise / competencies required
for the Company |
Core skills/expertise/competencies of all the Directors on the Board
of the Company |
| 1. Strategic and Business Leadership |
The Directors and especially the Managing Director have many years of
experience. |
| 2. Financial Expertise |
The Board has eminent business leaders with deep knowledge of finance and
business. |
| 3. Governance, Compliance and Regulatory |
The presence of Directors with qualifications and expertise in Law and
Regulatory affairs lends strength to the Board. |
| 4. Knowledge and Expertise of Trade and Technology |
The Directors have profound knowledge of economic Affairs, trade and
technology related matters. |
NUMBER OF MEETINGS OF THE BOARD
The details of the Board Meetings and other Committee Meetings held during the
financial year 2024-25 are given in the separate section of Corporate Governance Report.
BOARD COMMITTEES
All Committees of the Board of Directors are constituted in line with the provisions of
the Companies Act, 2013 and applicable regulations of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
MANAGEMENT
There is no change in Management of the Company during the year under review.
DIRECTORS & KMPs
There is no change in the composition of Board during the year under review.
As per provisions of Section 149 of the 2013 Act, independent directors shall hold
office for a term up to five consecutive years on the board of a company, but shall be
eligible for re-appointment for another term up to five years on passing of a special
resolution by the company and disclosure of such appointment in Board's Report. Further
Section 152 of the Act provides that the independent directors shall not be liable to
retire by rotation in the Annual General Meeting (‘AGM') of the Company. As per
requirements of Regulation 25 of Listing Regulations, a person shall not serve as an
independent director in more than seven listed entities: provided that any person who is
serving as a whole time director in any listed entity shall serve as an independent
director in not more than three listed entities.
Further, independent directors of the listed entity shall hold at least one meeting in
a year, without the presence of non-independent directors and members of the management
and all the independent directors shall strive to be present at such meeting. In the
opinion of the Board, the Independent Directors possess the requisite expertise and
experience and are the persons of high integrity and repute. They fulfil the conditions
specified in the Companies Act, 2013 and the Rules made thereunder and are independent of
the management. The details of programme for familiarization of Independent Directors with
the Company, nature of the business segments in which the Company operates and related
matters are put up on the website of the Company. Further, the Independent Directors have
confirmed that they have complied with the Company's Code of Business Conduct &
Ethics. Changes among Directors and KMPs during the current financial year have been
stated herein below-
DETAILS OF DIRECTORS / KMP APPOINTED AND RESIGNED DURING THE YEAR
| Sl. No. Name |
Designation |
Date of Appointment |
Date of Resignation |
| 1. Mr. Nikhil Agarwal |
Company Secretary |
1st Feb 2022 |
24th Feb 2025 |
DIRECTOR RETIRING BY ROTATION
Pursuant to the provisions of Section 152(6) of the Companies Act, 2013, Mr. Kailash
Prasad Purohit, Executive Director of the Company, who retires by rotation at the ensuing
annual general meeting and being eligible offers himself for reappointment. He has given a
declaration in terms of Section 164(2) of the Companies Act, 2013 to the effect that he is
not disqualified from being reappointed as a Director of the Company.
DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE-APPOINTMENT, IF ANY
The Independent Directors of the Company have confirmed compliance of relevant
provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors)
Rules, 2014. The Nomination and Remuneration Committee had adopted principles for
identification of Key Managerial Personnel, Senior Management including the Executive
Directors. Further, all the Independent Directors have submitted their disclosures to the
Board that they fulfil all the requirements as stipulated in Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as
Independent Directors under the provisions of the Companies Act, 2013 and the relevant
rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they
are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their liability to discharge their duties. Based
on the declaration received from Independent Directors, the Board of Directors have
confirmed that they meet the criteria of Independence as mentioned under Section 149 of
the Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations and they are
independent of the management.
PERFORMANCE EVALUATION
During the Year Under Review, the formal annual evaluation of the performance of the
Board, its committees and individual directors was carried out, in the Company by the
independent directors, and the Board, in compliance with the Companies Act, 2013 and SEBI
Listing Regulations, as amended from time to time. The performance of non-independent
directors, Board as a whole and the chairman was done by the independent directors of the
Company. Performance evaluation of independent directors was done by the entire Board,
excluding the independent director being evaluated. An indicative criterion of evaluation
was circulated to the directors to facilitate such evaluation. Based on the feedback of
the directors and on due deliberations of the views and counter views, the evaluation was
carried out in terms of the NRC Policy and such indicative criterion. The Board sought the
feedback of directors on various parameters including: Degree of fulfilment of key
responsibilities towards stakeholders (by way of monitoring corporate governance
practices, participation in the long-term strategic planning, etc.); Structure,
composition, and role clarity of the Board and Committees;
Extent of co-ordination and cohesiveness between the Board and its Committees;
Effectiveness of the deliberations and process management; Board/Committee culture and
dynamics; and Quality of relationship between Board Members and the Management. The above
criteria are broadly based on the Guidance Note on Board Evaluation issued by the
Securities and Exchange Board of India. The evaluation process endorsed the Board
confidence in the ethical standards of the Company, the resilience of the Board and the
management in navigating the Company during challenging times, cohesiveness amongst the
Board, constructive relationship between the Board and the management, and the openness of
the management in sharing strategic information to enable Board to discharge their
responsibilities and fiduciary duties.
FAMILIARISATION PROGRAM FOR DIRECTORS
As a practice, all new directors (including independent directors) inducted to the
Board are given a formal orientation.
The familiarisation programme for the independent directors is customised to suit their
individual interests and area of expertise. The directors are usually encouraged to
interact with members of senior management as part of the induction programme. The senior
management make presentations giving an overview of the Company's strategy, operations,
products, markets and group structure, Board constitution and guidelines, and the major
risks and risk management strategy. This enables the directors to get a deep understanding
of the Company, its people, values and culture and facilitates their active participation
in overseeing the performance of the management. The details of the familiarization
program conducted during the year under review can be accessed from Company website
https://www.psitinfrastructure.co.in/company_policies.html.
NOMINATION & REMUNERATION POLICY
The Company has devised a Nomination and Remuneration Policy (“NRC Policy”)
which inter alia sets out the guiding principles for identifying and ascertaining the
integrity, qualification, expertise and experience of the person for the appointment as
directors, key managerial personnel (“KMPs”) and senior management personnel
(“SMPs”). The NRC Policy has been framed with the objective- a. to ensure that
appointment of directors, KMPs and SMPs and their removals are in compliances with the
applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations; b. to
set out criteria for the evaluation of performance and remuneration of directors, KMPs and
SMPs; c. to adopt best practices to attract and retain talent by the Company; and d. to
ensure diversity of the Board of the Company The NRC Policy specifies the manner of
effective evaluation of performance of Board, its committees and individual directors to
be carried out either by the Board, by the Nomination and Remuneration Committee or by an
independent external agency and review its implementation and compliance. During the Year
Under Review, there has been no change in the NRC Policy. The NRC Policy of the Company
can be accessed at the website of the Company at
https://www.psitinfrastructure.co.in/company_policies.html.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, TRIBUNALS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that would
impact the going concern status of the Company and its future operations.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments affecting the financial position of
the Company between the end of Financial Year and date of the report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Board of
Directors confirms that:
1. In the preparation of the annual accounts, for the year ended 31st March
2025, all the applicable accounting standards prescribed by the Institute of Chartered
Accountants of India have been followed along with proper explanation relating to material
departures, if any; 2. 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 March 31, 2025
and of the profit of the Company for the year ended on that date; 3. that 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. that the Directors had
prepared the annual accounts on a going concern basis; 5. that 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; and 6. that 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.
BUSINESS RISK MANAGEMENT
The Company is exposed to credit, liquidity and interest rate risk. On the other hand,
investment in Stock Market, both in Quoted and Unquoted Shares, have the risk of change in
the price and value, both in term of up and down and thus can affect the profitability of
the Company. Risk management is embedded in your Company's operating framework. Your
Company believes that managing risks helps in maximizing returns. The Company's approach
to addressing business risks is comprehensive and includes periodic review of such risks
and a framework for mitigating controls and reporting mechanism of such risks. The risk
management framework is reviewed periodically by the Board and the Audit Committee.
However the Company is not required to constitute Risk Management Committee under Listing
Regulations, 2015.
INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including the audit of internal
financial controls over financial reporting by the statutory auditors and the reviews
performed by management and the relevant board committees, including the audit committee,
the Board is of the opinion that the Company's internal financial controls were adequate
and effective during FY 2024-25.
NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
The Policy broadly lays down the guiding principles, philosophy and the basis for payment
of remuneration to Executive and Non-executive Directors (by way of sitting fees and
commission), Key Managerial Personnel, Senior Management and other employees. The policy
also provides the criteria for determining qualifications, positive attributes and
Independence of Director and criteria for appointment of Key Managerial Personnel / Senior
Management and performance evaluation which are considered by the Nomination and
Remuneration Committee and the Board of Directors while making selection of the
candidates. The above policy has been posted on the website of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In Compliance of the Companies Act, 2013 and Regulation 22 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Company has adopted a Whistle Blower
Policy / Vigil Mechanism and has established the necessary vigil mechanism for Directors,
Employees and Stakeholders of the Company to report genuine concerns about unethical
behavior, actual or suspected fraud or violation of the Company's code of conduct or
ethics policy. The Company has disclosed the policy on the website of the Company i.e.
https://www.psitinfrastructure.co.in/company_policies.html
INFORMATION TECHNOLOGY
Innovation and Technology are synonymous with the Company. The investment in technology
acts as a catalyst and enables the Company to be innovative.
AUDITORS Statutory Auditors
Messrs. Rajesh Kumar Gokul Chandra & Associates, Chartered Accountants, Kolkata
(FRN No. 323891E) were appointed as Statutory Auditors of the Company for a period of five
consecutive years at the 41st Annual General Meeting (AGM) of the Members held
on June 9, 2023 on a remuneration mutually agreed upon by the Board of Directors and the
Statutory Auditors. Pursuant to the amendments made to Section 139 of the Companies Act,
2013 by the Companies (Amendment) Act, 2017 effective from May 7, 2018, the requirement of
seeking ratification of the Members for the appointment of the Statutory Auditors has been
withdrawn from the Statute. Hence the resolution seeking ratification of the Members for
continuance of their appointment at this AGM is not being sought. The Report given by M/s.
Rajesh Kumar Gokul Chandra & Associates on the financial statement of the Company for
the FY 2024-25 is part of the Annual Report. The Notes on financial statement referred to
in the Auditor's Report are self-explanatory and do not call for any further comments. The
Auditor's Report does not contain any qualification, reservation, adverse remark or
disclaimer. During the year under review, the Auditors had not reported any matter under
Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section
134 (3) (ca) of the Act. There is no audit qualification, reservation or adverse remark
for the year under review, except for all those which have been stated on page 18 of the
Report.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
re-appointed Mr. Sanjay Kumar Vyas, Company Secretaries in Practice (C. P. No. 21598) to
undertake the Secretarial Audit of the Company for FY 2024-25. The Report of the
Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report as
Annexure II. Details of qualification, reservation or adverse remark have been provided on
Page No. 27-29 in Form of MR-3 forming part of the Annual Report. Further, the Appointment
of Mr. Sanjay Kumar Vyas, Company Secretaries in Practice (C. P. No. 21598) is also
recommended to members at ensuing 43rd AGM for the term of next 5 years
commencing from F.Y. 2025-26. During the year, your Company has complied with applicable
Secretarial Standards i.e. SS-1 and SS-2, relating to “Meetings of the Board of
Directors” and “General Meetings”, respectively. In addition to the above
and pursuant to SEBI circular dated 8 February 2019, a report on secretarial compliance by
Mr. Sanjay Kumar Vyas for the FY2024-25 has been submitted with stock exchange.
Internal Auditors
Your Company has an effective internal control and risk-mitigation system, which are
constantly assessed and strengthened with new/revised standard operating procedures. The
Company's internal control system is commensurate with its size, scale and complexities of
its operations. The internal and operational audit is entrusted to M/s. Mahato Prabir
& Associates, Chartered Accountant Firm, Kolkata (FRN - 325966E). The main thrust of
internal audit is to test and review controls, appraisal of risks and business processes,
besides benchmarking controls with best practices in the industry. The Audit Committee of
the Board of Directors actively reviews the adequacy and effectiveness of the internal
control systems and suggests improvements to strengthen the same. The Company has a robust
Management Information System, which is an integral part of the control mechanism. The
Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial
Personnel are periodically apprised of the internal audit findings and corrective actions
taken. Audit plays a key role in providing assurance to the Board of Directors.
Significant audit observations and corrective actions taken by the management are
presented to the Audit Committee of the Board. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee.
EXTRACT OF ANNUAL RETURN
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is attached
as Annexure III to this report.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT 2013 READ WITH RULES
Pursuant to the requirements of Section 22 of Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act 2013 read with Rules thereunder, this is to
certify and declare that there was no case of sexual harassment during the year under
review. Neither there was a case pending at the opening of Financial Year, nor has the
Company received any Complaint during the year.
STATUTORY INFORMATION AND OTHER DISCLOSURES
Since the Company is into the business of financing and investment activities in Shares
and Securities; the information regarding Conservation of Energy, Technology Absorption,
Adoption and Innovation, as defined under section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is reported to be NIL. The
Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed
as Annexure ‘V' and forms an integral part of this Report. A statement comprising the
names of top employees in terms of remuneration drawn and every persons employed
throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as
Annexure ‘VI' and forms an integral part of this annual report. Members who are
interested in obtaining these particulars may write to the Company Secretary at the
Registered Office of the Company. The aforesaid Annexure is also available for inspection
by Members at the Registered Office of the Company, 21 days before and up to the date of
the ensuing Annual General Meeting during the business hours on working days.
None of the employees listed in the said Annexure is a relative of any Director of the
Company. None of the employees hold (by himself or along with his spouse and dependent
children) more than two percent of the Equity Shares of the Company.
BUSINESS RESPONSIBILITY REPORT
As the Company is not among top 500 or 1000 Companies by turnover on Stock Exchanges,
the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not
applicable to the Company for the year under review.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has not earned or used foreign exchange earnings/outgoings during the year
under review.
PUBLIC DEPOSITS
During the year under review, your Company has not accepted any deposit from the public
falling within the ambit of Section 73 of the Companies Act, 2013 and The Companies
(Acceptance of Deposits) Rules, 2014.
MAINTENANCE OF COST RECORDS
The maintenance of cost records for the services rendered by the Company is not
required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of
Companies (Cost Records and Audit) Rules, 2014.
AUDITORS REPORT
The Notes on Financial Statement referred in the Auditors' Report are self-explanatory
and do not call for any further comments. The Auditors' Report does not contain any
qualification, reservation, adverse remark or disclaimer for the Financial Year 2024-25.
REPORTING OF FRAUDS BY AUDITORS
During the year under review, the Statutory Auditors and the Secretarial Auditors have
not reported any instances of frauds committed in the Company by its officers or employees
of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which
needs to be mentioned in this Report.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Board of Directors affirms that the Company has complied with the applicable
mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.
GENERAL
Your Directors state that during Financial Year 2024-25:
The Company has not issued any Equity Share with differential rights as to Dividend,
Voting or otherwise. The Company has not issued any Sweat Equity Shares during the year.
There are no significant or material orders passed against the Company by the Regulators
or Courts of Tribunals during the year ended March 31, 2025 which would impact the going
concern status of the Company and its future operations. The Central Government has not
prescribed the maintenance of cost records for any of the products of the Company under
sub-section (1) of Section 148 of the Companies Act, 2013 and the Rules framed there
under. There is no change in nature of business of the Company during the year.
CAUTIONARY STATEMENT
Statements in this Directors' Report and Management Discussion and Analysis describing
the Company's objectives, projections, estimates, expectations or predictions may be
“forward-looking statements” within the meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed or implied.
APPRECIATION
Your Directors place on record their sincere appreciation for the assistance and
guidance provided by the Reserve Bank of India, the Ministry of Corporate Affairs, the
Securities and Exchange Board of India, government and other regulatory Authorities, stock
exchanges, other statutory bodies, Company's bankers, Members and employees of the Company
for the assistance, cooperation and encouragement and continued support extended to the
Company.
Your Directors also gratefully acknowledge all stakeholders of the Company viz.
customers, members, dealers, vendors, banks and other business partners for the excellent
support received from them during the year. Our employees are instrumental in helping the
Company scale new heights, year after year. Their commitment and contribution is deeply
acknowledged. Your involvement as shareholders is also greatly valued. Your Directors look
forward to your continuing support.
| Mumbai, August 22, 2025 |
By order of the Board |
|
For PS IT INFRASTRUCTURE & SERVICES LIMITED |
| Registered Office: |
S/d- |
| Office No-308, B2B Agarwal Centre, |
Kawarlal K Ojha |
| Near Malad Industrial Estate, |
DIN: 07459363 |
| Kanchpada, Mumbai 400 064 |
Chairman & Managing Director |
|