To the Members
The Directors have pleasure in presenting before you the Annual Report of the Companytogether with the Audited Statements of Accounts for the year ended 31st March 2015.
1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:
| || ||(in Rs.) |
|Particular ||2014-2015 ||2013-2014 |
|Gross Income ||24486601 ||54747590 |
|Profit Before Interest and Depreciation ||733098 ||314748 |
|Finance Charges ||- ||- |
|Gross Profit ||733098 ||314748 |
|Provision for Depreciation ||911 ||1073 |
|Net Profit Before Tax ||733098 ||314748 |
|Provision for Tax ||227105 ||101406 |
|Net Profit After Tax ||505993 ||213342 |
During the year under review the Company has recorded an income of Rs. 24486601 andthe profit of Rs. 505993 in financial year 31.03.2015 as against the income of Rs.54747590 and net profit of Rs. 213342 in the previous financial year ending31.03.2014.
2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
The Company is under the process of shifting of its registered office from the presentaddress to State of Telangana and has filed forms with the ROC.
3 . CHANGE IN THE NATURE OF BUSINESS IF ANY:
During the period under review and the date of Board's Report there was no change inthe nature of Business.
Your Directors have not recommended dividend for the year.
5 . BOARD MEETINGS:
The Board of Directors met 8 times respectively on 30.05.2014 08.08.2014 25.08.201414.11.2014 27.12.2014 29.01.2015 14.02.2015 and 27.03.2015 during this financial year.
6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:
During the year Mr. Omprakash Kovuri was appointed as an Additional Director of theCompany w.e.f. 01.12.2014 Mr. Venkataramana Sanapala Reddy Mr. Kachipuram Srikanth Mr.Varra Chinnapu Reddy Mrs. Burugu Srilatha and Mr. Ramachandra Murthy Adiraju wereappointed as Additional Directors of the Company w.e.f. 27.03.2015.
Mr. Narendra Yadagiri Vila Mr. Kathirvel Kasthuri Mr. Narendra Yadagiri Vila Ms.Sneha Bindra and Mr. Naveen Bellam Konda resigned from the office of Directorship citingpersonal reasons during the year. The Board places on record its sincere appreciation forthe valuable services rendered by them during their tenure as directors of the Company.
The Board of Directors of the Company has decided to adopt the provisions with respectto appointment and tenure of Independent Directors which is consistent with the CompaniesAct 2013 and the amended Listing Agreement. With the changes in the Companies Act theCompany would not have the upper age limit of retirement of Independent Directors from theBoard and their appointment will be governed by the provisions of Companies Act 2013. Inline with the requirements of the Companies Act 2013 it is therefore proposed to appointthe Independent Directors on the Board of the Company for a term up to five consecutiveyears. A brief profile of proposed Independent Directors including nature of theirexpertise is provided in this Annual Report.
Notices have been received from Member proposing candidature of the Directors namelyMr. Venkataramana Sanapala Mr. Kachipuram Srikanth Mr. Varra Chinnapu Reddy and Mrs.Burugu Srilatha for the office of Independent Directors of the Company. In the opinion ofthe Board they fulfil the conditions specified in the Companies Act 2013 and the Rulesmade there under for appointment as Independent Directors of the Company. A copy of thedraft Letter of Appointment for Independent Directors setting out terms and conditions oftheir appointment is available for inspection at the Registered Office of the Companyduring business hours on any working day and is also available on the website of theCompany www.abhishekinfra.co.in
In accordance with the Companies Act 2013 read with Articles of Association of thecompany the Director namely Mr. G. Madhusudhana retires by rotation and being eligibleoffers himself for re-appointment at this ensuing Annual General Meeting. Your Directorsrecommend his re-appointment.
During the year Mr. Ramachandra Murthy Adiraju was appointed as CFO of the Companyw.e.f. 27.03.2015.
POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE
This policy sets out the guiding principles for the Nomination & RemunerationCommittee for identifying persons who are qualified to become Directors and to determinethe independence of Directors in case of their appointment as independent Directors ofthe Company.
2. Terms and References:
2.1 "Director" means a director appointed to the Board of a Company.
2.2 "Nomination and Remuneration Committee means the committee constitutedin accordance with the provisions of Section 178 of the Companies Act 2013 and clause 49of the Equity Listing Agreement.
2.3 "Independent Director" means a director referred to in sub-section(6) of Section 149 of the Companies Act 2013 and Clause 49(II)(B) of the Equity ListingAgreement.
Qualifications and criteria
3.1.1 The Nomination and Remuneration Committee and the Board shall review on annualbasis appropriate skills knowledge and experience required of the Board as a whole andits individual members. The objective is to have a board with diverse background andexperience that are relevant for the Company's operations.
3.1.2 In evaluating the suitability of individual Board member the HRNR
Committee may take into account factors such as:
General understanding of the company's business dynamics global business andsocial perspective;
Educational and professional background
Standing in the profession;
Personal and professional ethics integrity and values;
Willingness to devote sufficient time and energy in carrying out their dutiesand responsibilities effectively.
3.1.3 The proposed appointee shall also fulfill the following requirements:
shall possess a Director Identification Number;
shall not be disqualified under the companies Act 2013;
shall Endeavour to attend all Board Meeting and Wherever he is appointed as aCommittee Member the Committee Meeting;
shall abide by the code of Conduct established by the company for Directors andsenior Management personnel;
shall disclose his concern or interest in any company or companies or bodiescorporate firms or other association of individuals including his shareholding at thefirst meeting of the Board in every financial year and thereafter whenever there is achange in the disclosures already made;
Such other requirements as may be prescribed from time to time under thecompanies Act 2013 Equity listing Agreements and other relevant laws.
3.1.4 The Nomination & Remuneration Committee shall evaluate each individual withthe objective of having a group that best enables the success of the company's business.
3.2 criteria of independence
3.2.1 The Nomination & Remuneration Committee shall assess the independence ofDirectors at time of appointment/ re-appointment and the Board shall assess the sameannually. The Board shall re- assess determinations of independence when any new interestor relationships are disclosed by a Director.
3.2.2 The criteria of independence as laid down in companies Act 2013 and Clause 49of the Equity Listing Agreement is as below:
An independent director in relation to a company means a director other than amanaging director or a whole-time director or a nominee director-
a. Who in the opinion of the Board is a person of integrity and possesses relevantexpertise and experience;
b. (i) who is or was not a promoters of the company or its holding subsidiary orassociate company;
(ii) Who is not related to promoters or directors the company its holding subsidiaryor associate company
c. Who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or director during the two immediatelypreceding financial year or during the current financial year;
d. None of whose relative has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lakhrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial year or during the current finance year;
e. Who neither himself nor any of his relative-
(i) Holds or has held the position of a key managerial personnel or is or has beenemployee of the or associate company in any of the three financial years immediatelypreceding the finance year in which he is proposed to be appointed;
(ii) Is or has been an employee or proprietor or a partner in any of the threefinancial year immediately preceding the finance year in which he is proposed to beappointed of-
(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent or more of the grossturnover of more of the gross turnover of such firm;
(iii) holds together with his relatives two per cent or more of the total voting powerof the company; or
(iv) is a chief Executive or director by whatever name called of any nonprofitorganization that receives twenty-five per cent or more of its receipt from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; or
(v) is a material supplier service provider or customer or a lessor or lessee of thecompany. f. Shall possess appropriate skills experience and knowledge in one or more fieldof finance law management sales marketing administration research corporategovernance technical operations corporate social responsibility or this disciplinesrelated to the company's business.
g. Shall possess such other qualifications as may be prescribed from time to timeunder the companies Act 2013.
h. Who is not less than 21 years of age
3.2.3 The independent Director shall abide by the "code for independent Directors"as specified in Schedule IV to the Companies Act 2013.
3.3 other directorships/ committee memberships
3.3.1 The Board members are expected to have adequate time and expertise and experienceto contribute to effective Board performance Accordingly members should voluntarily limittheir directorships in other listed public limited companies in such a way that it doesnot interfere with their role as director of the company. The Nomination &Remuneration Committee shall take into account the nature of and the time involved in adirector service on other Boards in evaluating the suitability of the individual Directorand making its recommendations to the Board.
3.3.2 A Director shall not serve as director in more than 20 companies of which notmore than 10 shall be public limited companies.
3.3.3 A Director shall not serve an indecent Director in more than 7 listed companiesand not more than 3 listed companies in case he is serving as a whole-time Director in anylisted company.
3.3.4 A Director shall not be a member in more than 10 committee or act chairman ofmore than 5 committee across all companies in which he holds directorships.
For the purpose of considering the limit of the committee Audit committee andstakeholder's relationship committee of all public limited companies whether listed ornot shall be included and all other companies including private limited companiesforeign companies and companies under section 8 of the companies Act 2013 shall beexcluded.
Remuneration policy for Directors key managerial personnel and other employees
1.1 This policy sets out the guiding principles for the Nomination and Remunerationcommittee for recommending to the Board the remuneration of the directors key managerialpersonnel and other employees of the company.
2. Terms and Reference:
In this policy the following terms shall have the following meanings:
2.1 "Director" means directors appointed to the Board of the company.
2.2 "key managerial personnel" means
(i) The Chief Executive Office or the managing director or the manager;
(ii) The company secretary;
(iii) The whole-time director;
(iv) The Chief Financial Officer; and
(v) Such other office as may be prescribed under the companies Act 2013
2.3 "Nomination and Remuneration committee" means the committee constitutedby Board in accordance with the provisions of section 178 of the companies Act2013 andclause 49 of the Equity Listing Agreement.
3.1 Remuneration to Executive Director and key managerial personnel
3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR) committeeshall review and approve the remuneration payable to the Executive Director of the companywithin the overall approved by the shareholders.
3.1.2 The Board on the recommendation of the Nomination & Remuneration committeeshall also review and approve the remuneration payable to the key managerial personnel ofthe company.
3.1.3 The remuneration structure to the Executive Director and key managerial personnelshall include the following components:
(i) Basic pay
(ii) Perquisites and Allowances
(iii) Stock Options
(iv) Commission (Applicable in case of Executive Directors)
(v) Retrial benefits
(vi) Annual performance Bonus
3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by theHRNR committee and Annual performance Bonus will be approved by the committee based on theachievement against the Annual plan and Objectives.
3.2 Remuneration to Non Executive Directors
3.2.1 The Board on the recommendation of the Nomination & Remuneration Committeeshall review and approve the remuneration payable to the Non Executive Directors ofthe Company within the overall limits approved by the shareholders.
3.2.2 Non Executive Directors shall be entitled to sitting fees attending themeetings of the Board and the Committees thereof.
3.3. Remuneration to other employees
3.3.1. Employees shall be assigned grades according to their qualifications and workexperience competencies as well as their roles and responsibilities in the organization.Individual remuneration shall be determined within the appropriate grade and shall bebased on various factors such as job profile skill sets seniority experience andprevailing remuneration levels for equivalent jobs.
7 . DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received necessary declaration from Mr. Venkataramana Sanapala Mr.Kachipuram Srikanth Mr. Varra Chinnapu Reddy and Mrs. Burugu Srilatha the IndependentDirectors of the Company under Section 149(7) of the Companies Act 2013 that theIndependent Directors of the Company meet with the criteria of their Independence laiddown in Section 149(6). (Format Annexure II)
8. COMPOSITION OF AUDIT COMMITTEE:
I) The Audit Committee of the Company is constituted in line with the provisions ofClause 49 of the Listing Agreements with the Stock Exchanges read with Section 177 of theCompanies Act 2013.
II) The terms of reference of the Audit Committee include a review of thefollowing:
Overview of the Company's financial reporting process and disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition and that sufficient and credible information is disclosed.
Recommending the appointment and removal of external auditors fixation of auditfee and also approval for payment for any other services.
Discussion with external auditors before the audit commences of the nature andscope of audit as well as post-audit discussion to ascertain any area of concern.
Reviewing the financial statements and draft audit report including quarterly /half yearly financial information.
Reviewing with management the annual financial statements before submission tothe Board focusing on:
1. Any changes in accounting policies and practices;
2. Qualification in draft audit report;
3. Significant adjustments arising out of audit;
4. The going concern concept;
5. Compliance with accounting standards;
6. Compliance with stock exchange and legal requirements concerning financialstatements and
7. Any related party transactions
Reviewing the company's financial and risk management's policies.
Disclosure of contingent liabilities.
Reviewing with management external and internal auditors the adequacy ofinternal control systems.
Reviewing the adequacy of internal audit function including the auditcharacter the structure of the internal audit department approval of the audit plan andits execution staffing and seniority of the official heading the department reportingstructure coverage and frequency of internal audit.
Discussion with internal auditors of any significant findings and follow-upthereon.
Reviewing the findings of any internal investigations by the internal auditorsinto the matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the Board.
Looking into the reasons for substantial defaults in payments to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors.
Reviewing compliances as regards the Company's Whistle Blower Policy.
III) The previous Annual General Meeting of the Company was held on 22.09.2014 andChairman of the Audit Committee attended previous AGM.
IV) The composition of the Audit Committee and the attendance of each member of theAudit Committee are given below:
The Company has complied with all the requirements of Clause 49 (II) (A) of the ListingAgreement relating to the composition of the Audit Committee. During the financial year2014-2015 (4) four meetings of the Audit Committee were held on the 30.05.201407.08.2014 14.11.2014 and 14.02.2015.
The details of the composition of the Committee and attendance of
|Name ||Designation ||Category ||No. of meetings held ||No. of meetings attended |
|#Mr. V Narendra ||Chairman ||NED (I) ||4 ||4 |
|*Mr. Venkataramana Sanapala ||Member ||NED (I) ||1 ||1 |
|*Mr. Varra Chinnapureddy ||Member ||NED (I) ||1 ||1 |
|^Mrs. Sneha Bindra ||Member ||NED (I) ||4 ||4 |
|#Mr. K Kasthuri ||Member ||ED (Professional) ||4 ||4 |
|* Mr. Kachipuram Srikanth ||Chairman ||NED (I) ||1 ||1 |
# Resigned w.e.f. 27.03.2015
^ Resigned w.e.f. 29.01.2015
* Appointed w.e.f. 27.03.2015
NED (I): Non Executive Independent Director
Terms of reference:
The main term of reference of the Committee is to approve the fixation/revision ofremuneration of the Managing Director/Whole Time Director of the Company and whileapproving:
To take into account the financial position of the Company trend in theindustry appointee's qualification experience past performance past remuneration etc.
To bring out objectivity in determining the remuneration package while strikinga balance between the interest of the Company and the Shareholders.
The objectives of the remuneration policy are to motivate Directors to excel in theirperformance recognize their contribution and retain talent in the organization and rewardmerit.
The remuneration levels are governed by industry pattern qualifications and experienceof the Directors responsibilities shouldered individual performance etc.
None of the Director is drawing any Commission Perquisites Retirement benefits etc
VI. STAKEHOLDERS RELATIONSHIP COMMITTEE
A.) Composition meetings and the attendance during the year:
The Details of composition of the Committee are given below:
|Name ||Designation ||Category |
|#Mr. V Narendra ||Chairman ||Chairman |
|^Mrs. Sneha Bindra ||Member ||Member |
|^Mr. Naveen Bellam Konda ||Member ||Member |
|*Mr. Venkataramana Sanapala ||Member ||Member |
|* Mr. Kachipuram Srikanth ||Member ||Member |
|*Mr. Varra Chinnapu Reddy ||Chairman ||Chairman |
# Resigned w.e.f. 27.03.2015
^ Resigned w.e.f. 29.01.2015
* Appointed w.e.f. 14.02.2014
NED (I) : Non Executive Independent Director
The Committee has been delegated with the following powers:
to redress shareholder and investor complaints relating to transfer of sharesDematerialization of Shares non-receipt of Annual Reports non- receipt of declareddividend and other allied complaints.
to approve transfer transmission and issue of duplicate / fresh sharecertificate(s)
Consolidate and sub-division of share certificates etc.
To redress approve and dispose off any other complaints transactions andrequests etc. received from any shareholder of the company and investor in general.
The Board has delegated the power to process the transfer and transmission of shares tothe Registrar and Share Transfer Agents who process share transfers within a week oflodgement in the case of shares held in physical form.
The Board has designated Ms. Safruna Panjwani Company Secretary of the Company as theCompliance Officer.
The Company has designated an exclusive e-mail ID called email@example.com redressal of shareholders' complaints/grievances.
VII. RISK MANAGEMENT COMMITTEE
The Details of composition of the Committee are given below:
|Name ||Designation ||Category |
|Mr. Kachipuram Srikanth ||Chairperson ||NED(1) |
|Mr. Varra Chinnapu Reddy ||Member ||NED(1) |
|Mr. ASR Murthy ||Member ||ED |
NED (I) : Non Executive Independent Director ED : Executive Director
Role and Responsibilities of the Committee includes the following:
Framing of Risk Management Plan and Policy
Overseeing implementation of Risk Management Plan and Policy
Monitoring of Risk Management Plan and Policy
Validating the process of risk management
Validating the procedure for Risk minimisation.
Periodically reviewing and evaluating the Risk Management Policy and practiceswith respect to risk assessment and risk management processes.
Continually obtaining reasonable assurance from management that al known andemerging risks have been identified and mitigated or managed.
9. VIGIL MECHANISM:
Vigil Mechanism Policy has been established by the Company for directors and employeesto report genuine concerns pursuant to the provisions of section 177(9) & (10) of theCompanies Act 2013 and as per Clause 49 of the Listing Agreement. The same has beenplaced on the website of the Company www.abhishekinfra.co.in
10. DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
11. STATUTORY COMPLIANCE:
The Company has complied with the required provisions relating to statutory compliancewith regard to the affairs of the Company in all respects.
12. UN PAID / UN CLAIMED DIVIDEND:
The Company does not have any unpaid / unclaimed dividend.
13.INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES/ ASSOCIATES/ JOINT VENTURES:
There is no subsidiary / Joint Venture / Associate Company.
14. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report (FORMAT IN ANNEXURE I)
15. STATUTORY AUDITORS:
During the year the auditor M/s P.P. Raju & Co. Chartered Accountants Hyderabadhave resigned w.e.f. 27.12.2014 and the casual vacancy was filled by appointing M/s. M MReddy & Co. Chartered Accountants Hyderabad who gave their consent to hold theoffice till the ensuing Annual General Meeting.
The Auditors M/s M M Reddy & Co Chartered Accountants Hyderabad retire asStatutory Auditors of the Company to hold the office from the conclusion of this meetingtill the conclusion of the next Annual General Meeting at remuneration as may be fixed bythe Board of Directors of the Company.
16. INTERNAL AUDIT:
M/s. Chanamolu & Co. Chartered Accountants Hyderabad are the internal Auditors ofthe Company.
17. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act2013 Secretarial audit report as provided by Mr. Vivek Surana Practicing CompanySecretary is annexed to this Report as annexure.
18. QUALIFICATIONS IN AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the yearended March 31 2015 and has noted that the same does not have any reservationqualification or adverse remarks. However the Board decided to further strengthen theexisting system and procedures to meet all kinds of challenges and growth in the marketexpected in view of the robust capital market in the coming years.
(b) Secretarial Audit Report:
As per the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board had appointed Vivek SuranaPracticing Company Secretary as Secretarial Auditor to conduct Secretarial audit of theCompany for the financial year ended on March 31 2015. Secretarial Audit Report issued byVivek Surana Practicing Company Secretary in form MR-3 is enclosed herewith.
Secretarial auditors have observed that there is no Company Secretary appointed andthe internal auditors were appointed by a delay of one month.
The Company is in the process of identifying a suitable candidate to be appointed as aCompany Secretary in the Company.
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The required information as per Sec.134 of the Companies Act 2013 is providedhereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures have been takento conserve energy wherever possible by using energy efficient computers and purchase ofenergy efficient equipment.
B. Technology Absorption:
|1. Research and Development (R&D) ||: NIL |
|2. Technology absorption adoption and innovation ||: NIL |
C. Foreign Exchange Earnings and Out Go:
|Foreign Exchange Earnings ||: NIL |
|Foreign Exchange Outgo ||: NIL |
20. DETAILS RELATING TO DEPOSITS COVERING THE FOLLOWING:
Your Company has not accepted any deposits falling within the meaning of Sec. 73 74& 76 of the Companies Act 2013 read with the Rule 8(v) of Companies (Accounts) Rules2014 during the financial year under review.
21.SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the period under review there were no significant and material orders passed bythe regulators or Courts or Tribunals impacting the going concern status and the company'soperations in future.
22. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
During the period under review the Company has maintained adequate Internal FinancialControls with reference to the Financial Statements.
The properties and assets of your Company are adequately insured.
24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not given guarantee for loans taken by others from banks or financialinstitutions during the year.
|Secured Loans ||: Nil |
|Current Investments ||: 1400000 |
25. CREDIT & GUARANTEE FACILITIES:
The Company has not given guarantee for loans taken by others from banks or financialinstitutions during the year.
26. RISK MANAGEMENT POLICY:
Statement indicating development and implementation of Risk Management Policy includingidentification of elements of risk in the opinion of the Board that may threaten theexistence of the company
27. CORPORATE SOCIAL RESPONSIBILITY POLICY:
Since your Company does not has the net worth of Rs. 500 Crore or more or turnover ofRs. 1000 Crore or more or a net profit of Rs. 5 Crore or more during the financial yearso section 135 of the Companies Act 2013 relating to Corporate Social Responsibility isnot applicable to the Company and hence the Company need not adopt any Corporate SocialResponsibility Policy.
28. RELATED PARTY TRANSACTIONS:
There are no related party transactions during the year.
29. FORMAL ANNUAL EVALUATION:
Statement about the manner in which the formal evaluation made by the Board of its ownperformance and that of its committees and individual Directors.
30. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
31. RATIO OF REMUNERATION TO EACH DIRECTOR:
No remuneration has been given to any of the directors during the financial year2014-15.
32. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 toAhmedabad Stock Exchange where the Company's Shares are listed.
3 3 . CORPORATE GOVERNANCE AND SHAREHOLDERS
Since the paid up capital of the Company is less than 10 Crores and Net worth of theCompany is less than 25Crores hence Corporate Governance is Not Applicable.
Certificate from the Statutory Auditors of the company confirming the compliance withthe conditions of Corporate Governance as stipulated under Clause 49 of the ListingAgreement is attached to this report.
34. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY
The Company is not a NBFC Housing Company etc. and hence Industry based disclosuresis not required.
35. SECRETARIAL STANDARDS
EVENT BASED DISCLOSURES
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by company or giving of loans by it for purchase of itsshares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares
Pursuant to sections 42 and 62(1)(c) of the Companies Act 2013 and all otherapplicable provisions the Company has issued 3000000 Equity Shares on Preferentialbasis to the Promoters and the others in the Extra ordinary general meeting held on23.01.2015.
36. EMPLOYEE RELATIONS:
Your Directors are pleased to record their sincere appreciation of the contribution bythe staff at all levels in the improved performance of the Company.
None of the employees is drawing Rs. 500000/- and above per month or Rs.6000000/-and above in aggregate per annum the limits prescribed under Section 134 of the CompaniesAct 2013.
37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaint Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy.
The following is the summary of sexual harassment complaints received and disposedduring the calendar year.
|No. of complaints received ||: Nil |
|No. of complaints disposed off ||: Nil |
Your directors would like to express their grateful appreciation for assistance andco-operation received from clients banks investors Government other statutoryauthorities and all others associated with the company. Your directors also wish to placeon record their deep sense of appreciation for the excellent contribution made by theemployees at all levels which enabled the company to achieve sustained growth in theoperational performance during the year under review.
DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OFCOMPLIANCE WITH THE CODE OF CONDUCT:
I K. Omprakash Whole-Time Director of the Company do hereby declare that thedirectors and senior management of the Company have exercised their authority and powersand discharged their duties and functions in accordance with the requirements of the codeof conduct as prescribed by the company and have adhered to the provisions of the same.
| ||For and on behalf of the Board |
| ||For Abhishek Infraventures Limited |
| ||Sd/- ||Sd/- |
| ||K. Omprakash ||A S R Murthy |
|Place: Hyderabad ||Whole-Time Director ||Whole-time Director |
|Date: 15.05.2015 ||(DIN: 03125398) ||(DIN: 02699745) |