Directors Report of Perfect Infraengineers Ltd.

Mar 31, 2024

Your Director''s take pleasure in presenting the 28^th Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required however the report is based on standalone financial statements only.

1. FINANCIALRESULTS:

Particulars	Period
	March 31, 2024	March 31, 2023
Total Income (I)	6,00,10,428	7,23,25,100
Less: Expenditure	4,79,19,422	6,01,25,969
Less: Depreciation	1,14,09,769	1,09,46,588
Total Expenditure (II)	5,93,29,191	7,10,72,557
Profit Before Tax (PBT) (I-II)	6,81,237	12,52,543
Tax Expense:
Deferred tax Liability/(Asset)	(80,11,801)	(47,34,199)
Profit After Tax (PAT)	86,93,037	59,86,742

During the financial year under review, on a standalone basis, the Company recorded revenue of Rs. 6,00,10,428 as against revenue of Rs. 7,23,25,100 in the previous year. Net profit for the year stood at Rs. 86,93,037 as compared to Rs. 59,86,742 in the previous year.

2. NATURE OF BUSINESS

The Company is into Manufacturing and trading of Hybrid Thermal Solar Panel and MEP contracting and there has been no change in the nature of business during the year under review.

3. TRANSFER TO RESERVE

The Board has not recommended any amount to transfer to General Reserve during the year 20232024.

4. DIVIDEND

The Board of Directors does not recommend any dividend in order to conserve the profits for future growth of the company.

5. SHARE CAPITAL

The paid-up share capital of the Company is Rs. 16,75,23,780/- divided into 1,74,95,778 equity shares of Rs. 10/- each as on March 31, 2024.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

As on 31st March, 2024, the Company does not have Subsidiary and Associate Company pursuant to the provisions of the Companies Act, 2013. The subsidiary of the Company Perfect Control Panels Private Limited has ceased to be the subsidiary of the Company w.e.f. 30^th September 2021.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any loan or guarantee in connection with the loan during the year under review. The details of non-current investment are provided in Note No. 13 of the Standalone Financial Statements.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions entered during the financial year under review were on an arm''s

length basis and in the ordinary course of business. There were no transactions for which consent of the Board of Directors were required to be taken. As prescribed by Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of contracts/arrangements with Related Parties are given in Form AOC-2, annexed as “Annexure i^M to this Report.

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, related party transactions were approved by the Audit Committee and the same have been disclosed under significant accounting policies and notes forming part of the Financial Statements in accordance with the relevant accounting standards.

The policy on Related Party Transactions has been uploaded on the Company''s website.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

A) CONSERVATION OF ENERGY

i. Steps taken or impact on Conservation of Energy

• Ensuring optimum utilization of energy and maximum possible savings of energy.

• Avoiding any known wastages of energy by monitoring and reviewing energy usage.

ii. Steps taken by the Company for utilising alternate sources of energy

• Similar to last year your Company has continued with maximum use of natural light in the factory and conserving electrical energy.

iii. Capital Investments on energy conservation equipment

• The Company has installed in its factory, adjacent training centre and office with inhouse Solar Thermal Climate System. It saves 50% of Air Conditioning electricity bill.

B) RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

Your Company is committed to introducing new products and improving existing products to have better performance levels. Your Company and its collaborator Suntrac Solar Manufacturing LLC, USA have tied hands to take forward the innovative technology product in Air conditioning further across the globe.

The second-generation advanced innovative hybrid panel is under testing at various benchmark sites. This second generation panel comes with IoT compatibility which will enable the panel to send real-time information on electrical savings.

Improved technical productivity through new methodologies and technologies, is being continuously pursued to reduce the costs associated with new product development and customer support.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings and Outgo	2023-24	2022-23
Purchase of Goods	66,08,414	67,02,789
Travelling Expenses	1,73,645	-
Total	67,82,059	67,02,789

10. ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the 96 Annual Return as at March 31, 2024 on its website at www.perfectinfra.com . By virtue of amendment to Section 92(3) of the Companies Act, 2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part ofthe Board’s report.

11. RISK MANAGEMENT:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also Identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management on a quarterly basis.

12. INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS:

The Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances. The Internal Audit reports are periodically reviewed by the management and necessary improvements are undertaken, if required.

13. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism Policy’ which inter alia provides adequate safeguards against victimization of persons who may blow the whistle. Vigil Mechanism Policy may be accessed on the Company’s website https://perfectinfra.com/hvac/

14. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section i34(3)(c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state that:

1. In the preparation of the annual financial statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. Such accounting policies as mentioned in the notes to the Financial Statements for the year ended March 31, 2024 have been selected and applied 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 as at March 31, 2024;

3. 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;

4. The annual financial statements for the year ended March 31, 2024 have been prepared on a going concern basis;

5. Internal financial controls to be followed by the Company have been laid down and that the said financial controls were adequate and were operating effectively;

6. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and are operating effectively.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Composition of the Board of Directors:

Appointment and Re-appointment

There were no changes made to the Composition of the Board of Directors during the year. Cessation of the Directors

There were no resignations in the Board of Directors during the year Appointment of Key Managerial Personnel

During the Year Ms Maryam Bahnan resigned from her post of Company Secretary and Compliance officer on 12th December 2023 and Mr. Apurv Hirde was appointed in her place from 12th December 2023.

Mr. Apurv Hirde who was appointed as Company Secretary and Compliance office on 12th December 2023 resigned from his designated position w.e.f 28th December, 2023 and Ms. Shefali Kandari was appointed in his place on 18th January, 2024.

b. Committees of the Board:

The Board of Directors have constituted following Committees in order to effectively cater its duties towards diversified role under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:-

• Audit Committee;

• Stakeholders Relationship Committee;

• Nomination and Remuneration Committee;

c. Policy on Directors’ Appointment and Remuneration:

The Policy of the Company on Director’s Appointment and Remuneration, including criteria for

determining qualifications, positive attributes, independence of the directors and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board is available on www.perfectinfra.com. The remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

d. Board Performance Evaluation Mechanism:

Pursuant to the provisions and based on the criteria specified in the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of individual Directors, Chairman of the Board, the Board as a whole and its statutory Committees. Details of the evaluation mechanism is as follows:

A meeting of the Independent Directors was held on 18^th January 2024 wherein performance of Non-Independent Directors, Chairman of the Board and of the entire Board was evaluated.

The entire Board met to discuss the findings of the evaluation with the Independent Directors. The Board then evaluated the performance of the Individual Directors, the Board as a whole and the Committees of the Board.

On completion of the above process, individual feedback was shared with each Director.

The Directors were satisfied with the outcome of the Board effectiveness and have expressed their satisfaction with the assessment process.

e. Familiarization Programme for Independent Directors:

During the year, the Management had a one-to-one discussion with the newly appointed Independent Directors to have a better insight of the Company. The CEO and CFO has given details of initiatives for the Director to understand the Company, its business and the regulatory framework in which the Company operates and equip him/ her to effectively fulfil his/ her role as a Director of the Company.

f. Declarations from Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and adherence to

Schedule IV of the Companies Act, 2013. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

16. NUMBER OF BOARD MEETINGS:

During the year under review, 5 (Five) Meetings of the Board of Directors of the Company were held viz on 13th May 2023, 31st August 2023, 10th November 2023, 12th December 2023 & 18th January 2024.

17. PARTICULARS OF EMPLOYEES:

The details in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended 31^st March, 2024, are given in “Annexure 3” to this Report.

18. AUDITORS:

STATUTORY AUDITORS:

M/s. JCR and Co., Chartered Accountants, (Firm Registration No. 105270W) were appointed as Statutory Auditors of the Company for a period of 2 financial years, to hold office till the conclusion of 28^th Annual General Meeting.

Board of Directors at their Meeting held on October 21, 2024 proposed appointment of M/s. Jignesh Savla & Associates (FRN: 127654W) as Statutory Auditor of the Company for period of five years from the conclusion of 28th Annual General Meeting till the conclusion of the 33rd Annual General meeting of the Company subject to the approval of Shareholders at 28^th Annual General Meeting.

AUDITORS'' REPORT:

The Auditors'' Report on standalone and consolidated financial statements forms part of the Annual Report. The following are the qualifications, reservations, adverse remarks mentioned in the Auditors'' Report and management reply against the same:

Sr. No.	Auditors Qualification /reservation /adverse remark /disclaimer	Managements Reply
Qualifications
1.	The company has receivables aggregating Rs.94.60 lakh as on 01-04-2023 against whom insolvency proceedings are initiated and pending before NCLT. The company has written off Rs. 8.67 lakh as bad debts up to 31st March, 2024 from FY.2021-22. Since the recovery proceedings are pending before NCLT, in our view, provision amount is shorter than what is required (Qualifications were given in FY 2021-22). To the extent of such lower booking of provisions till date, reserve and currents assets for the year are overstated ( Qualification for the same given in FY 2021-22).	Efforts for recovery of Pending amounts through meetings and follow-ups are taken up effectively

2.

Loan recalled by TDB has been not class Current Liabilities but shown as Non-Current

ifAd PS? the sanctioned loan agreement, the repayment is after 2 years moratorium in 16 quarterly installments and the company has asked for the extension of the moratorium

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force)

SECRETARIAL AUDITOR:

M/s. Naveen Karn & Co., Practising Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2023- 2024 as required under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form MR-3 for the F.Y. 2023-2024 is appendedas “Annexure 2” to this Report. The following are the qualifications, reservations, adverse remarks mentioned in the Secretarial Audit Report and management reply against the same:

Sr. No.	Secretarial Auditors Qualification /reservation /adverse remark /disclaimer	Managements Reply
1.	Disclosure for appointment of M/s. Nilesh A. Pradhan & Co. LLP, Company Secretaries as the Secretarial Auditor of the Company for the FY 2022-2023 is not given as per Regulation 30 SEBILODR	Management has taken note of the same and shall comply with the regulation in the future.
2.	Disclosure for appointment of M/s Satyendra & Associates, Chartered Accountants (Membership no 137397) as Internal Auditors for FY 2023-24 is not given as per Regulation 30 SEBI LODR
3.	Form DIR-12 filed incorrect for appointment of Mrs. Manisha Mehta as Director.	Appropriate form will be duly filed with the necessary corrections

19. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis Report which forms part of this Report and is appended as "Annexure 4".

20. SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

22. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at workplace, the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into complaints relating to sexual harassment at workplace of any woman employee. During the year under review, the Company has not received any complaint under the said policy.

23. MATERIAL CHANGES AND COMMITMENTS OCCURRED WHICH WOULD AFFECT THE FINANCIAL POSITION OF YOUR COMPANY:

There were no material changes and commitments occurred from April 01, 2023 till March 31,

2024 which would affect the financial position of your company

24. SIGNIFICANT OR MATERIAL ORDERS WERE PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS WHICH IMPACT THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS:

Technology development Board (TDB) during 2022-2023 filed an application under section 7 of Insolvency and Bankruptcy Code, 2016 in Hon''ble National Company Law Tribunal, Mumbai (NCLT) to initiate Corporate Insolvency Resolution process against the Company. The Hon’ble

NCLT Mumbai bench admitted the claim made by TDB vide its order dated 15th July, 2024 and initiated of the Corporate Insolvency Resolution Process (CIRP) under Section 7 of the Insolvency and Bankruptcy Code, 2016. The Company forthwith moved the High Court challenging the Order passed by the NCLT and the Hon’ble Bombay High Court vide its order dated 1st October 2024 has set aside the NCLT order and facilitated an opportunity for the petitioner to re-litigate critical points before the NCLT, with a clear directive for swift resolution. The Supreme Court''s order dated 1st August 2024 is particularly significant, as it affirms the statutory force of Central Government and RBI directions concerning MSMEs. Both parties agreed that the Company should have a chance to submit arguments and present the Supreme Court''s 1st August 2024 order to the NCLT. As such the Hon’ble Bombay High Court has directed the NCLT to reconsider the initiation of CIRP against your Company, taking into account the Supreme Court''s ruling and the petitioner’s arguments. The parties are scheduled to appear before the NCLT and the NCLT is expected to resolve the matter expeditiously.

25. DEPOSITS:

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014, at the end of the financial year 2023-2024. Your Company did not accept any deposits during FY2023-2024

26. COST RECORDS:

The provisions with respect to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the Company.

27. CORPORATE SOCIAL RESPONSIBILITY:

Provision of Section 135 of the Companies Act, 2013 are not applicable to your Company, thus constitution of CSR Committee, development of policy and contribution towards CSR is not required.

28. GENERAL DISCLOSURE:

Your Directors 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:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise;

b. Issue of sweat equity shares by the Company to its employees;

c. Issue of shares under scheme of ESOP and ESPS to its employees.

29. ACKNOWLEDGEMENT:

Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and associates.

FOR PERFECT INFRAENGINEERS LIMITED

Mr. Nimesh Mehta Mrs. Manisha Mehta

Managing Director Director

00247264 00247274

Date: 22^nd October, 2024 Place: Mumbai

---

Mar 31, 2023

Your Director’s take pleasure in presenting the 27^th Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2023. The consolidated performance of the Company and its subsidiaries has been referred to wherever required however the report is based on standalone financial statements only.

1. FINANCIALRESULTS

Particulars	Period
	March 31, 2023	March 31, 2022
Total Income (I)	7,23,25,100	4,66,03,629
Less: Expenditure	6,01,25,969	5,19,94,834
Less: Depreciation	1,09,46,588	1,11,74,574
Total Expenditure (II)	7,10,72,557	6,31,69,408
Profit Before Tax (PBT) (I-II)	12,52,543	(1,65,65,779)
Tax Expense:
Deferred tax Liability/(Asset)	(47,34,199)	23,20,000
Profit After Tax (PAT)	59,86,742	(1,88,85,799)

During the financial year under review, on a standalone basis, the Company recorded revenue of Rs. 7,23,25,100 as against revenue of Rs. 4,66,03,629 in the previous year. Net profit for the year stood at Rs. 59,86,742 as compared to loss of 1,88,85,799 in the previous year.

2. NATURE OF BUSINESS

The Company is into Manufacturing and trading of Hybrid Thermal Solar Panel and MEP contracting and there has been no change in the nature of business during the year under review.

3. TRANSFER TO RESERVE

The Board has not recommended any amount to transfer to General Reserve during the year 20222023.

4. DIVIDEND

The Board of Directors does not recommend any dividend in order to conserve the profits for future growth of the company.

5. SHARE CAPITAL

The paid-up share capital of the Company is Rs. 11,06,37,780/- divided into 1,10,63,778 equity shares of Rs. 10/- each as on March 31, 2023.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

As on 31st March, 2023, the Company does not have Subsidiary and Associate Company pursuant to the provisions of the Companies Act, 2013. The subsidiary of the Company Perfect Control Panels Private Limited has ceased to be the subsidiary of the Company w.e.f. 30^th September 2021.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any loan or guarantee in connection with the loan during the year under review. The details of non-current investment are provided in Note No. 13 of the Standalone Financial Statements.

8. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions entered during the financial year under review were on an arm’s length basis and in the ordinary course of business. There were no transactions for which consent of the Board of Directors were required to be taken. As prescribed by Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of contracts/arrangements with Related Parties are given in Form AOC-2, annexed as “Annexure 1” to this Report.

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, related party transactions were approved by the Audit Committee and the same have been disclosed under significant accounting policies and notes forming part of the Financial Statements in accordance with the relevant accounting standards.

The policy on Related Party Transactions has been uploaded on the Company’s website.

9. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO:

A) CONSERVATION OF ENERGY

i. Steps taken or impact on Conservation of Energy

• Ensuring optimum utilization of energy and maximum possible savings of energy.

• Avoiding any known wastages of energy by monitoring and reviewing energy usage.

ii. Steps taken by the Company for utilising alternate sources of energy

• Similar to last year your Company has continued with maximum use of natural light in the factory and conserving electrical energy.

iii. Capital Investments on energy conservation equipment

• The Company has installed in its factory, adjacent training centre and office with inhouse Solar Thermal Climate System. It saves 50% of Air Conditioning electricity bill.

B) RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION

Your Company is committed to introducing new products and improving existing products to have better performance levels. Your Company and its collaborator Suntrac Solar Manufacturing LLC, USA have tied hands to take forward the innovative technology product in Air conditioning further across the globe.

The second-generation advanced innovative hybrid panel is under testing at various benchmark sites. This second generation panel comes with IoT compatibility which will enable the panel to send real-time information on electrical savings.

Improved technical productivity through new methodologies and technologies, is being continuously pursued to reduce the costs associated with new product development and customer support.

C) FOREIGN EXCHANGE EARNINGS AND OUTGO:

i. Payments in foreign currency towards Imports:

Imports at CIF Value	2022-23	2021-22
Purchase of Goods (Rs.)	67,02,789	12,25,584
Total	67,02,789	12,25,584

ii. Payments in foreign currency towards Expenditure:

Imports at CIF Value	2022-23	2021-22
Technical know-how fees (WIP)	-	-
Capital Goods	-	-
Travelling Expenses	-	-

iii. Earnings in foreign currency on Accrual basis:

Earnings in foreign currency	2022-23	2021-22
Exports - Products	-	-
Exports - Services	-	-

iv. Net Gain or Loss on Foreign Currency Translation

Description 2022-23 2021-22

Profit on Foreign Currency

Translation - -

10. ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies Act, 2013, the Company has placed a copy of the 96 Annual Return as at March 31, 2023 on its website at www.perfectinfra.com . By virtue of amendment to Section 92(3) of the Companies Act,2013, the Company is not required to provide extract of Annual Return (Form MGT-9) as part ofthe Board’s report.

11. RISK MANAGEMENT:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust risk management framework to identify, monitor and minimize risks as also

Identify business opportunities. As a process, the risks associated with the business are identified and prioritized based on severity, likelihood and effectiveness of current detection. Such risks are reviewed by the senior management on a quarterly basis.

12. INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS:

The Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances. The Internal Audit reports are periodically reviewed by the management and necessary improvements are undertaken, if required.

13. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has a ‘Vigil Mechanism Policy’ which inter alia provides adequate safeguards against victimization of persons who may blow the whistle. Vigil Mechanism Policy may be accessed on the Company’s website https://perfectinfra.com/hvac/

14. DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state that:

1. In the preparation of the annual financial statements for the year ended March 31, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. Such accounting policies as mentioned in the notes to the Financial Statements for the year ended March 31, 2023 have been selected and applied 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 as at March 31, 2023;

3. 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;

4. The annual financial statements for the year ended March 31, 2023 have been prepared on a going concern basis;

5. Internal financial controls to be followed by the Company have been laid down and that the said financial controls were adequate and were operating effectively;

6. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and are operating effectively.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Composition of the Board of Directors:

Appointment and Re-appointment

During the year, the Designation of Mr. Nimesh Mehta ( 00247264) was changed From CEO to the Managing Director vide Board Meeting Held on 1^st December 2022.

During the year Mrs. Manisha Mehta was appointed as the executive Director of the Company in addition to her post of CFO by the Board of Directors in the Board Meeting held on 1^st December 2022.

Designation of Mr. Arun Kumar Singh (DIN: 07509685) had been changed from Whole time Director to Non-Executive Non Independent Director on 1^st December 2022, subsequently he resigned from his position on 10^th January 2023.

Cessation of the Directors

During the year, Mr. Arun Kumar Singh (DIN: 07509685) resigned as Director with effect from 10^th January 2023.

Appointment of Key Managerial Personnel

During the year, Mr. Nimesh Mehta (00247264) was appointed by the Board as the Managing Director on 1^st December 2022.

During the Year Ms Zainab Chanki resigned from her post of Company Secretary on 26^th August 2022 and Ms Maryam Bahnan was appointed in her place from 19^th September 2022.

b. Committees of the Board:

The Board of Directors have constituted following Committees in order to effectively cater its duties towards diversified role under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015:-

• Audit Committee;

• Stakeholders Relationship Committee;

• Nomination and Remuneration Committee;

c. Policy on Directors'' Appointment and Remuneration:

The Policy of the Company on Director’s Appointment and Remuneration, including criteria for determining qualifications, positive attributes, independence of the directors and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board is available on www.perfectinfra.com. The remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company.

d. Board Performance Evaluation Mechanism:

Pursuant to the provisions and based on the criteria specified in the Companies Act, 2013 and Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of individual Directors, Chairman of the Board, the Board as a whole and its statutory Committees. Details of the evaluation mechanism is as follows:

A meeting of the Independent Directors was held on 14^th March 2023 wherein performance of NonIndependent Directors, Chairman of the Board and of the entire Board was evaluated.

The entire Board met to discuss the findings of the evaluation with the Independent Directors. The Board then evaluated the performance of the Individual Directors, the Board as a whole and the Committees of the Board.

On completion of the above process, individual feedback was shared with each Director.

The Directors were satisfied with the outcome of the Board effectiveness and have expressed their satisfaction with the assessment process.

e. Familiarization Programme for Independent Directors:

During the year, the Management had a one-to-one discussion with the newly appointed Independent Directors to have a better insight of the Company. The CEO and CFO has given details of initiatives for the Director to understand the Company, its business and the regulatory framework in which the Company operates and equip him/ her to effectively fulfil his/ her role as a Director of the Company.

f. Declarations from Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and adherence to Schedule IV of the Companies Act, 2013. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

16. NUMBER OF BOARD MEETINGS:

During the year under review, 6 (Six) Meetings of the Board of Directors of the Company were held viz on May 30, 2022, August 08, 2022, September 19, 2022, November 14, 2022, December 01, 2022 & March 14, 2023.

17. PARTICULARS OF EMPLOYEES:

The details in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended 31^st March, 2022, are given in “Annexure 3” to this Report.

18. AUDITORS:

STATUTORY AUDITORS:

At the 26^th Annual General Meeting of the Company held on September 24, 2022 M/s. JCR and Co., Chartered Accountants, (Firm Registration No. 105270W) were re-appointed as Statutory Auditors of the Company for a period of 2 financial years (22-23 and 23-24) and to hold office till the conclusion of 28^th Annual General Meeting.

AUDITORS'' REPORT:

The Auditors’ Report on standalone and consolidated financial statements forms part of the Annual Report. The following are the qualifications, reservations, adverse remarks mentioned in the Auditors’ Report and management reply against the same:

Sr. No.	Auditors Qualification /reservation /adverse remark /disclaimer	Managements Reply
Qualifications
1.	The company has not provided the interest of Rs121.62 lacs on OD in the books of accounts due to which expenses are understated to that extent.	Since the matter is in litigation and impending before various courts, the management decided to not include it in the financials.
2.	Loan recalled by TDB has been not classified as Current Liabilities but shown as Non-Current Liabilities	The matter is before Arbitration and the supplementary deed is in the process.
Other Comments
1.	NA	NA

Auditors Comment on Internal Financial Control
1.	NA	NA

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force)

SECRETARIAL AU DITOR:

M/s. Nilesh A. Pradhan & Co.LLP, Practising Company Secretaries was appointed to conduct the Secretarial Audit of the Company for the Financial Year 2022- 2023 as required under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form MR-3 for the F.Y. 2022-2023 is appendedas “Annexure 2” to this Report. The following are the qualifications, reservations, adverse remarks mentioned in the Secretarial Audit Report and management reply against the same:

Sr.	Secretarial	Auditors	Qualification	Managements Reply
No.	/reservation /disclaimer	/adverse	remark

1.	The Company has received notice from the National Stock Exchange of India Limited for incomplete disclosure under Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial results for the financial year ended 31st March,2022 and has paid the fine for the same.	The Company had given Disclosure for the Financial results within 60 days of end on financial Year as per SEBI Guidelines. The Company had missed out to provide statement of Impact of Audit Qualification along with the results, for which the exchange levied penalty for whole of noncompliance of regulation 33 i.e non submission of financial results. Penalty was bared by the company for the same.
	The Company has entered transactions with the one of the Related Party exceeding the 2limits as approved by Audit Committee in its omnibus approval pursuant to provisions of Section 177 of the Companies Act, 2013	Approval for the same has been taken in the Audit Committee meeting in the next Financial year. And noting of the Exceeded amount was made.

19. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis Report which forms part of this Report and is appended as “Annexure 4”.

20. SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

21. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at workplace, the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into complaints relating to sexual harassment at workplace of any woman employee. During the year under review, the Company has not received any complaint under the said policy.

22. MATERIAL CHANGES AND COMMITMENTS OCCURRED DURING APRIL 01, 2022 TILL THE DATE OF THIS REPORT WHICH WOULD AFFECT THE FINANCIAL POSITION OF YOUR COMPANY:

There were no material changes and commitments occurred during April 01, 2022 till the date of this report which would affect the financial position of your company

23. SIGNIFICANT OR MATERIAL ORDERS WERE PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS WHICH IMPACT THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS:

Technology development Board during 2022-2023 filed an application under section 7 of Insolvency and Bankruptcy Code, 2016 in Hon’ble National Company Law Tribunal, Mumbai to initiate Corporate Insolvency Resolution process against the Company. The matter is ongoing. However, Company contends that the blocking of remaining credit facility by TDB was bad in law and therefore, Company has acted upon TDB under various Courts and Legal Remedies.

Further, your Company was penalized for non-compliance/delay in compliance with certain provisions of the of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015.

24. DEPOSITS:

There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014, at the end of the financial year 2022-2023. Your Company did not accept any deposits during FY2022-2023

The following are the details of loan given by the Directors of the Company:

Sr. No.	Name of the Director from who has given loan	Amount (Rs.)
1.	Ms. Manisha Mehta	82,59,265
2.	Mr Nimesh mehta	61,17,534
	Total	1,43,76,799

25. COST RECORDS:

The provisions with respect to maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 is not applicable to the Company.

26. CORPORATE SOCIAL RESPONSIBILITY:

Provision of Section 135 of the Companies Act, 2013 are not applicable to your Company, thus constitution of CSR Committee, development of policy and contribution towards CSR is not required.

27. GENERAL DISCLOSURE:

Your Directors 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:

a. Issue of equity shares with differential rights as to dividend, voting or otherwise;

b. Issue of sweat equity shares by the Company to its employees;

c. Issue of shares under scheme of ESOP and ESPS to its employees.

28. ACKNOWLEDGEMENT:

Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government authorities, customers, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company’s executives, staff and associates.

FOR PERFECT INFRAENGINEERS LIMITED

Mr Nimesh Mehta Mr Rakesh Chauhan

Managing Director Director

00247264 08974505

Date: 31^st August 2023 Place: Mumbai

---

Mar 31, 2016

Dear Members

The Directors take pleasure in presenting the 20^th Annual Report together with the audited financial statements for the financial year ended 31 March 2016. The Management Discussion and Analysis has also been incorporated into this report.

FINANCIAL RESULTS The highlights of the Standalone and Consolidated Financial Results are as under:

	Standalone		Consolidated
Particulars	31st March,2016	31st March,2015	31st March,2016	31st March,2015
Amount in Rs.
Revenue from operations	172,636,635	254,403,175	177,125,465	254,403,175
Other Income	8,776,988	7,962,606	8,379,138	7,962,606
Total Revenue	181,413,623	262,365,781	185,504,603	262,365,781
Expenses:
Cost of Materials/Services Consumed	90,567,067	157,233,959	90,787,742	157,233,959
Employee benefits expense	38,161,955	44,453,235	40,637,401	44,453,235
Finance costs	15,985,132	13,913,289	16,069,101	13,913,289
Depreciation and amortization expense	6,946,337	6,890,152	6,988,412	6,890,152
Other expenses	20,160,152	23,020,483	20,014,655	23,020,483
Total Expenses	171,820,643	245,511,119	174,497,311	245,511,119
Profit before tax	9,592,980	16,854,662	11,007,292	16,854,662
Current tax	2,200,000	4,225,000	2,570,000	4,225,000
Deferred tax	873,525	444,510	903,387	444,510
Excess Provision of Previous Year	541,242	(2,167.49)	541,242	(2,167.49)
Total Tax Expense	3,614,767	4,667,343	4,014,629	4,667,343
Minority Interest			609
Profit (Loss) for the period	5,978,213	12,187,319	6,992,055	12,187,319
Earnings per equity share (FV Rs10):
Basic and Diluted	0.99	2.39	1.15	2.39
P&L A/c Opening Balance	14,102,036	11,932,647	14,102,036	11,932,647
Add: Net Profit/(Loss) for the Period	59,78,213	12,187,320	5,921,594	12,187,320
Transfer to General Reserve	-	-	-	-
Less: Depreciation Adjustment	-	338,227	-	338,227
Less: Issue of Bonus Shares		8,450,750		8,450,750
Less: Interim Dividend Paid	3,854,704	1,021,082	3,854,704	1,021,082
Less :Dividend Distribution Tax Paid	770,714	207,872	770,714	207,872
P&L A/c Closing Balance	15,454,831	14,102,036	15,398,212	14,102,036

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE

During the financial year under review, on a standalone basis, the Company recorded revenue of Rs.18.14 cr as against Rs.26.24 cr in the previous year. Net profit for the year stood at Rs 60 lakh as compared to Rs 122 lakh in the previous year. On a consolidated basis, the company''s revenue was at Rs 18.55 cr as against Rs 26.24 cr in the previous year and net profit amounted to Rs 70 lakh as compared to Rs 122 lakh in the previous year.

The company''s performance was largely affected due to factors beyond the control of the management. As you are aware fiscal 2016 was a very trying period for business and economy across the globe. On account of economic slowdown, many a client faced cash crunch during the year resulting in poor recoveries which forced your company to defer completion of significant number of projects, though the company''s order book position remained healthy. Also, your company consciously avoided real estate projects in view of the slow payment process prevailed in the market. These temporary setbacks dragged the company''s top line considerably.

Whereas the volume of business got shrunk by the external factors, the company''s interest burden increased by 15% as the company augmented inventories in view of large orders in hand. Further, opportunity of bulk imports from foreign suppliers was spotted where the company could get competitive price. However due to slow execution of some projects, inventories could not be utilized thus disproportionately increasing finance costs.

During the year, the company made an investment of Rs 1cr in the wholly owned subsidiary, Perfect Control Panels Private Ltd, from the issue proceeds. The subsidiary has started manufacturing electric control panels that complement the company''s MEP contracting business. The subsidiary plans to market the panels across the country and has already executed a standalone government order for which it has applied for CPRI certification.

DIVIDEND

The Board of Directors recommended an interim dividend of 50 paisa per share (5%) at their meeting held on March 19, 2016. The Board fixed April 4, 2016, as ''Record Date'' for determining the entitlement of the shareholders for the dividend and accordingly the dividend was paid. Even though the IPO investors came into the company''s fold only in November 2015, they have been provided full dividend. The Board of Directors do not recommend any final dividend.

SHARE CAPITAL

During the year under review the company issued 26,04,000 equity shares of Rs.10 each at a premium of Rs.13 per share. This has enlarged the paid up capital of the company from Rs.51, 054,080 to Rs.77, 094,080. The movement of share capital has been annexed as "Annexure 1"

Pursuant to the provision of Section 149 and Section 161 of the Companies Act 2013 and Companies (Appointment and Qualification of Director) Rules 2014 Mr. Vinay Deshmukh Appointed as Additional Independent Director w.e.f. 10^th April, 2015 and his appointment regularized at members meeting at 21^st September 2015.

Pursuant to the provision of Section 149 and Section 161 of the Companies Act 2013 and Companies (Appointment and Qualification of Director) Rules 2014 Mr. Vipul Vora Appointed as Additional Independent Director w.e.f. 10^th July 2015 and his appointment regularized members meeting at 21^st September 2015.

Pursuant to the provision of Section 168 of Companies Act 2013 and Companies (Appointment and Qualification of Director) Rules 2014 Mr. Hiren Mehta (Additional Independent Director) resigned w.e.f 6^th July 2015.

Pursuant to the provision of Section 203, 205 and other applicable provision (including any modification or re-enactment thereof), if any, of the Companies Act, 2013 Mrs. Sudha Balaji Company Secretary resigned w.e.f 12^thAugust 2015 and Mr. Vijay Mulwani appointed as Company Secretary and he resigned w.e.f 15^th April 2016.

Pursuant to the provision of Section 203, 205 and other applicable provision (including any modification or re-enactment thereof), if any, of the Companies Act, 2013 and pursuant to the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company approved the appointment of Ms. Neeharika Shukla as Company Secretary of the Company with effect from 21^st April 2016.

Pursuant to the provisions of Section 152 of Companies Act 2013, Mrs. Sharmila Singh, director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, has offered herself for the re-appointment. The Board recommends her re-appointment.

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013 and Regulation 16 (1) (b) of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.(''SEBI (LODR) Regulations, 2015''). As required under the provisions of SEBI (LODR) Regulations, 2015 and the Companies Act, 2013, brief profile and other details of Directors being appointed /re-appointed are provided in the Notice of Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and according to the information and explanations obtained by them, state that:

1. In the preparation of the annual financial statements for the year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

2. Such accounting policies as mentioned in the notes to the Financial Statements for the year ended 31st March, 2016 have been selected and applied 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 as at 31st March, 2016 and of the profit of the Company for the year ended on that date;

3. 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;

4. The annual financial statements for the year ended 31st March, 2016 have been prepared on a going concern basis;

5. Internal financial controls to be followed by the Company have been laid down and that the said financial controls were adequate and were operating effectively;

6. Proper systems to ensure compliance with the provisions of all applicable laws have been devised and such systems were adequate and are operating effectively.

NUMBER OF BOARD MEETINGS

During the year under review, 13 Board Meetings were held viz on 10^th April, 2015, 23^rd May, 2015, 11^th June 2015 21^st July, 2015 17^th August 2015, 22^nd September 2015, 7^th October 2015, 19^th October, 2015 14^th November 2015,25^th November 2015, 30^th January 2016, 5^th March 2016 and 19^th March 2016, the details of which are given in the annexure to Board Report.

STATUTORY AUDITORS

At the Annual General Meeting of the Company held on 21^st September, 2015, M/s. Godbole Bhave and Co., Chartered Accountants, were appointed as Statutory Auditors of the Company for a period of 3 years to hold office subject to ratification by the members at each Annual General Meeting. The Audit Committee and the Board of Directors of the Company have recommended to the members of the Company, ratification of appointment of M/s. Godbole Bhave and Co., Chartered Accountants, as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting till the conclusion of the 21st Annual General Meeting of the Company. The Company has received a letter from M/s. Godbole Bhave and Co., confirming that they are eligible for ratification of their appointment.

AUDITORS'' REPORT

The Auditors'' Report on standalone and consolidated financial statements forms part of the Annual Report. The Auditors'' Report does not contain any qualifications, reservations, adverse remarks, disclaimer or emphasis of matter except calculation of gratuity on arithmetical basis which should be done on actuarial basis but it is not affecting Company''s profit materially. The observation does not have any material impact on Company''s profitability. The Company has thereafter referred to Actuary who commented that the provision done on arithmetical basis was more than what was necessary as per actuarial calculation. Notes to the Financial Statements are self-explanatory and do not call for any further comments. The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactment for the time being in force).

INTERNAL AUDIT

M/s. Diveyesh Shah & Co., Chartered Accountants are Internal Auditors of the Company for Financial Year 2016-17 to 2018-19.

CONSOLIDATED FINANCIAL STATEMENTS & SUBSIDIARIES

In accordance with the provisions of Companies Act, 2013 ("the Act"), SEBI (LODR) Regulations, 2015 and Accounting Standard (AS) - 21 on Consolidated Financial Statements, the audited Corporate Overview Management Reports Financial Statements consolidated financial statements form part of the Annual Report. In view of this, the Balance Sheet, Statement of Profit and Loss and other related documents of the subsidiaries are attached in this Annual Report. A copy of Audited Financial Statements of the Subsidiary shall be made available for inspection at the Registered Office of the Company during business hours. Any shareholder interested in obtaining a copy of separate Financial Statements of the subsidiary shall make specific request in writing to the Company Secretary. The Audited Financial Statements of the subsidiaries are also available on the website www.perfectinfra.com of the Company. As on 31st March, 2016, the Company has 1 subsidiary. The Company does not have any Associate Company pursuant to the provisions of the Companies Act, 2013. Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 and Rules 5 and 8(1) of the Companies (Accounts) Rules, 2014, the salient features of financial position of subsidiary is given in Form AOC-1 annexed as "Annexure 2" to this Report. The Company has framed a policy for determining material transaction with subsidiary.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92 (3) of the Companies Act, 2013, extract of the Annual Return of the Company in Form MGT-9 is annexed as "Annexure 3" to this Report. Secretarial Audit Report Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed of Prajakta V.Padhye & Co., Practicing Company Secretary to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report issued by him is annexed as "Annexure 4" to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Discussion and Analysis Report for the financial year under review, as stipulated under Regulation 34 of SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of the Annual Report. Corporate Governance In terms of Regulation 34 of SEBI (LODR) Regulations, 2015, a report on Corporate Governance along with Statutory Auditors'' Certificate confirming its compliance is provided separately and forms integral part of this Report.

RELATED PARTY TRANSACTIONS

All related party transactions entered during the financial year under review were on an arm''s length basis and in the ordinary course of business. Note No. 28 to the Financial Statements contains details of Related Party Transactions. No related party transaction was in conflict with the interest of the Company. As prescribed by Section 134(3)(h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, particulars of contracts/arrangements with Related Parties are given in Form AOC-2, annexed as "Annexure 5" to this Report. The policy on Related Party Transactions has been uploaded on the Company''s website.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

Information on Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is given in "Annexure 6" forming part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Pursuant to the provisions of Section 197 (12) of the Companies Act, 2013 ("Act") read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, for the year ended 31st March, 2016, none of the employees of the Company draws remuneration in excess of the limits set out in the said rules. The details required as per said rules and the Disclosure pursuant to Section 197 (12) of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in "Annexure 7" to this Report.

SEGMENT

The Company operates in multi-segments i.e. HVAC, Mechanical and MEP (Supply/Testing of Air-conditions and Electrical) and Annual Maintenance Contracts of Air-conditioning and giving Air-conditioners on rent.

CAPACITY EXPANSION

The Company has registered with NSIC in 2016 by which it can benefit under "Public Procurement Policy for Micro & Small Enterprises (MSEs) Order 2012" as notified by the Government of India, Ministry of Micro Small & Medium Enterprises. Benefits accruing to NSIC-registered companies are as follows:

- Issue of the Tender Sets free of cost;

- Exemption from payment of Earnest Money Deposit (EMD),

- In tender participation, MSEs quoting price within price band of L1 15 per cent shall also be allowed to supply a portion up to 20% of requirement by bringing down their price to L1 Price where L1 is non-MSEs.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has established a vigil mechanism. The details of Vigil Mechanism are provided in the Corporate Governance Report. The Vigil Mechanism / Whistle Blower Policy may be accessed on the Company''s website at www.perfectinfra.com.

COMPANY''S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has been following well laid down policy on appointment and remuneration of Directors, and Key Managerial Personnel (KMP). The appointment of Directors is made by the Board pursuant to the recommendation of Nomination and Remuneration Committee (NRC).

The remuneration of Executive Directors comprises of Basic Salary, Perquisites & Allowances, and Commission. The remuneration is within the limits prescribed under the Companies Act, 2013 and is recommended by Nomination and Remuneration Committee (NRC). Approval of Board, Shareholders and the Central Government, if required, for payment of remuneration to Executive Directors is sought, from time to time.

The remuneration of Non-Executive Directors comprises of sitting fees and commission in accordance with the provisions of Companies Act, 2013. A brief extract of the Remuneration Policy on appointment and remuneration of Directors, and KMP is provided in the Corporate Governance Report.

PERFORMANCE EVALUATION OF DIRECTORS

Criteria of performance evaluation of the Board of Directors including Independent Directors are laid down by Nomination and Remuneration Committee of the Company. Pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Board of Directors will carry annual performance evaluation of entire board, committee and all parameters specified in CG Report in current year

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

In order to prevent sexual harassment of women at workplace, the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 to look into complaints relating to sexual harassment at workplace of any woman employee. During the year under review, the Company has not received any complaint under the said policy.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not granted any loan during the year under review. The details of non current investment made are provided in Note No. 13 to the Standalone Financial Statements.

INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS

The Company maintains adequate internal control system and procedures commensurate with its size and nature of operations. The internal control systems are designed to provide a reasonable assurance over reliability in financial reporting, ensure appropriate authorization of transactions, safeguarding the assets of the Company and prevent misuse/ losses and legal compliances The Internal Audit reports are periodically reviewed by the management and necessary improvements are undertaken, if required.

RISK MANAGEMENT

The Company has in place Risk Management System which takes care of risk identification, assessment and mitigation.

DEPOSITS

During the year under review, no deposits were accepted by the Company under Chapter V of the Companies Act, 2013.

UTILISATION OF ISSUE PROCEEDS

The Company had come with IPO FOR 2508,000 shares of a face value of Rs.10 each at premium of Rs. 13. Company has received Rs. 576.84 lacs (Rs. 10 Rs. 13) per share utilization of issue proceed has been annexed in "Annexure 8" to this Report.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.

GENERAL

Your Directors 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 or said items are not applicable to the Company:

1. Cost Audit

2. Issue of equity shares with differential rights as to dividend, voting or otherwise or issue of sweat equity share.

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2015-16 and the date of this report.

ACKNOWLEDGEMENTS

Our consistent growth has been made possible due to our culture of professionalism, integrity and continuous evolvement.

Your Directors take this opportunity to thank customers, suppliers, investors, bankers, the Central and State Governments, for their consistent support and co-operation to the Company.

We place on record our appreciation of the contribution made by employees at all levels, without whose whole-hearted efforts, the overall performance would not have been possible. Your Directors look forward to the long term future with confidence.

By Order of the Board of Directors

PERFECT INFRAENGINEERS LIMITED

Mr. Nimesh Mehta

(DIN: 00247264)

CHAIRMAN & MANAGING DIRECTOR

Date: 14^th November 2016

Corporate Identification Number (CIN): L29190MH1996PLC099583

Registered Office:

R-637, TTC Industrial Area, MIDC, T. B. Road, Rabale, Navi Mumbai - 400701