ADHBHUT INFRASTRUCTURE LIMITED
Your Directors are pleased to present the 32nd Annual Report on the businessand operations of your Company along with the financial statements for the period ended 31stMarch 2017.
The Company's financial performance for the year ended 31st March 2017 and periodended 31st March 2016 is summarized below: (Rupees in Lakhs)
|PARTICULARS ||Year ended 31st March 2017 ||Period ended 31st March 2016 (9 Months) |
|Income from Operations ||33.06 ||110.77 |
|Expenses ||56.94 ||123.44 |
|Profit before tax ||(23.88) ||(12.67) |
|Provision for Taxation ||1.91 ||19.91 |
|Profit after Taxation ||(25.79) ||(32.58) |
|Add: Profit/(Loss) brought forward ||277.55 ||308.73 |
|Add: Excess Provision of tax of earlier year ||0.00 ||1.40 |
|Balance Available for appropriation ||251.76 ||277.55 |
|APPROPRIATION || || |
|Transferred to General Reserve ||0.00 ||0.00 |
|Surplus carried to Balance Sheet ||251.76 ||277.55 |
During the period under review the Company earned revenue from operations amounting toRs.33.06 Lakhs as compared to Rs. 110.77 Lakhs in the previous year. Loss after Tax forthe financial year 2016-17 stood at Rs. (25.79) Lakhs against Loss after Tax of Rs.(32.58) Lakhs in the previous year.
The Board of Directors has not recommended any dividend for the period 2016-17.
CHANGES IN CAPITAL STRUCTURE
During the year under review there has been no change in the Capital Structure of theCompany.
STATE OF COMPANY'S AFFAIRS
The state of affairs of the Company is presented as part of the Management Discussionand Analysis Report forming part of the Annual Report.
The Company is committed to maintain high standards of Corporate Governance and adhereto the Corporate Governance requirements set out by SEBI. The Report on CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms an Integral part of the Annual Report. Requisite Certificate fromthe Auditors of the Company confirming compliance with the conditions of CorporateGovernance is attached to this Report.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134(5) of the Companies Act 2013 theDirectors hereby confirm that: a) in the preparation of the annual accounts for the periodended 31st March 2017 the applicable Accounting Standards read with requirements havebeen followed and there are no material departures from the same; b) the Directors haveselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2017 and of the profit of the Company for thatperiod; c) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; d) the Directors have prepared the Annual Accounts on a goingconcern basis; e) the Directors have laid down internal financial controls to be followedby the Company and that such internal financial controls are adequate and are operatingeffectively; and f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
As on 31.03.2017 the Company does not have any Subsidiaries Joint Ventures orAssociates.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Subsequent to the year under review Ms. Shweta Madan has resigned from the post ofCompany Secretary cum Compliance Officer of the Company effective from 30thJanuary 2017.
Mr. Amman Kumar (DIN: 03456445) Director of the Company retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. TheBoard of Directors recommends his appointment. A brief resume of the Director proposed tobe appointed/ re-appointed as required under Regulation 36 (3)(a) of SEBI (ListingObligations and disclosure Requirements) Regulations 2015 and Companies Act 2013 formspart of the notice convening Annual General Meeting.
INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from each Independent Director inaccordance with Section 149 (7) of the Companies Act 2013 that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
The Board met 5 (Five) times during the year under review the details of which areprovided in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Board evaluated the effectiveness of its functioning and that of the committees andof individual Directors by seeking their inputs on various aspects of Board/Committeegovernance such as the Board composition and structure effectiveness of board processesactive participation and contribution of directors in the Board/Committee meetings and thefulfillment of Directors obligation and their fiduciary responsibilities.
Further the Independent Directors at their meeting reviewed the performance of theBoard chairman of the Board and of Non Executive Directors. The co-ordination between theCompany management and the Board which is required for the Board to effectively andreasonably perform their duties was also reviewed during the meeting.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the internalaudit function reports to the chairman of the Audit Committee and all significant auditobservations and corrective actions are presented to the Committee.
STATUTORY AUDITORS AND AUDITORS REPORT
M/s B. Lugani & Associates Chartered Accountants (Firm Regd. No: 002560N) wereappointed Statutory Auditors of the Company to hold office up to the conclusion of 35thAnnual General Meeting of the Company subject to the ratification of their appointment atevery Annual General Meeting. M/s B. Lugani & Associates Chartered Accountants haveconfirmed their eligibility and willingness to accept office if their appointment isratified at the ensuing Annual General Meeting. The proposal for the ratification of theirappointment is included in the notice for Annual General Meeting sent herewith.
The Company has received a consent letter from the statutory auditors for theirappointment and a certificate from them that their appointment if ratified shall be inaccordance with the conditions as prescribed under the Companies Act 2013 and that theyare not disqualified for appointment.
The Auditor's Report does not contain any qualifications reservations or adverseremarks. The Report is attached hereto and is self-explanatory requiring no furtherelucidation.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s P. S. Negi & Associates Company Secretaries New Delhi to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit in Form MR 3 for theperiod ended March 31 2017 is annexed as Annexure I to the Report. There are noqualifications reservations or adverse remarks made by Secretarial Auditor in theirreport.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Disclosure on particulars relating to loans guarantees or investments under section186 of the Companies Act 2013 have been provided as part of the financial statements.
TRANSACTIONS WITH RELATED PARTIES
There were no related party transactions during the financial year accordingly thedisclosures pursuant to section 134(3)(h) read with Rule 8(2) of the Companies (Accounts)Rules 2014 in Form AOC-2 is not applicable and is annexed as Annexure II to this report.
EXTRACT OF ANNUAL RETURN
In terms of Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) ofCompanies (Management & Administration) Rules 2014 the extracts of Annual Return ofthe Company in Form MGT-9 is annexed as Annexure III to this Report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details as required under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of Companies (Accounts) Rules 2014 regarding conservation of energytechnology absorption and foreign exchange earnings and outgo are annexed as AnnexureIV to this Report.
COMMITTEES OF THE BOARD
The Company's Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The details of the membership and attendance of the meetings of the above Committees ofthe Board are provided in the Corporate Governance section of the Annual Report.
POLICY ON APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Companies Act 2013 the Nomination and RemunerationCommittee of the Board has framed a policy for selection and appointment of Directors andsenior management personnel which inter alia includes the criteria for determiningqualifications positive attributes and independence of a Director(s)/ Key managerialpersonnel and their remuneration. An extract of the policy covering these requirements isprovided in the Corporate Governance Report that forms part of this Annual Report. Thenomination and remuneration policy is available on the website of the Company(http://www.adhbhutinfra.com/investors)
The Audit Committee comprises Mr. Sanjay Chhabra Independent Director as Chairman andMr. Amman Kumar Non-executive and Non-independent director and Mr. Saurabh KhanijoNon-executive and independent director as Members. The Board of Directors have acceptedall the recommendations of the Audit Committee.
The Company has in place a vigil mechanism in the form of Whistle Blower Policy. Itaims at providing avenues for employees to raise complaints and to receive feedback on anyaction taken and seeks to reassure the employees that they will be protected againstvictimization and for any whistle blowing conducted by them in good faith. The policy isintended to encourage and enable the employees of the Company to raise serious concernswithin the organization rather than overlooking a problem or handling it externally.
The Company is committed to the highest possible standard of openness probity andaccountability. It contains safeguards to protect any person who uses the Vigil Mechanism(whistle blower) by raising any concern in good faith. The Company protects the identityof the whistle blower if the whistle blower so desires however the whistle blower needsto attend any disciplinary hearing or proceedings as may be required for investigation ofthe complaint. The mechanism provides for a detailed complaint and investigation process.
If circumstances so require the employee can make a complaint directly to the Chairmanof the Audit Committee. The Company also provides a platform to its employees for havingdirect access to the Managing Director. The Company Secretary is the Compliance Officer.The confidentiality of those reporting violations is maintained and they are not subjectedto any discriminatory practice.
The Company has developed and implemented a Risk Management Policy. The details ofelements of risk are provided in the Management Discussion and Analysis section of theAnnual Report.
ANTI SEXUAL HARASSMENT POLICY
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All women employees (permanent contractual temporarytrainees) are covered under this policy. During the period 2016-17 no complaints werereceived by the committee.
PARTICULARS OF EMPLOYEES
The details as required in terms of the provisions of Section 197 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areattached as Annexure V to this Report. The details of employees as requiredin terms of the provisions of Section 197 read with Rule 5 (2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is NIL.
During the period under review the Company has not accepted any fixed deposits frompublic shareholders or employees under the Companies Act 2013 and as such no amount ofprincipal or interest on public deposits was outstanding as on the date of balance sheet.
SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders have been passed by any regulators or courts ortribunals impacting the going concern status and Company's operations in future.
DEMATERIALISATION AND LISTING
The equity shares of the Company are admitted to the depository system of NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). As on 31st March 2017 9648098 Equity Shares representing 87.71% of the EquityShare Capital of the Company are in dematerialized form. The Equity Shares of the Companyare compulsorily traded in dematerialized form as mandated by the Securities and ExchangeBoard of India (SEBI). The International Securities Identification Number (ISIN) allottedto the Company with respect to its Equity Shares is INE 578L01014.
The Equity shares of the Company are listed on BSE Limited.
RECONCILIATION OF SHARE CAPITAL AUDIT
As per the directive of the Securities & Exchange Board of India theReconciliation of Share Capital Audit was carried out on quarterly basis for the quarterended June 30 2016 September 30 2016 December 31st 2016 and March 31 2017by M/s S. Khurana & Associates Company Secretary in Practice. The purpose of theaudit was to reconcile the total number of shares held in National Securities DepositoryLimited (NSDL) Central Depository Services (India) Limited (CDSL) and in physical formwith respect to admitted issued and paid up capital of the Company.
The aforesaid Reports of Reconciliation of Share Capital were submitted to the the BSELimited where the equity shares of the Company are listed.
CORPORATE SOCIAL RESPONSIBILITY
As on the close of financial year on 31.03.2017 the Company did not fall in the ambitof section 135 of the Companies Act 2013 and accordingly has not constituted a CorporateSocial Responsibility committee of the Company.
During the year under review the relations between the Management and the workmen werehighly cordial. Human resources initiatives such as skill up gradation trainingappropriate reward & recognition systems and productivity improvement were the keyfocus areas for development of the employees of the Company.
Your Company always endeavors to promptly respond to shareholders' requests/grievances.Each and every issue raised by the shareholders is taken up with utmost priority and everyeffort is made to resolve the same at the earliest. The Stakeholders RelationshipCommittee of the Board periodically reviews the status of the redressal of investors'grievances.
Your Directors wish to place on record the sincere and dedicated efforts of all theemployee of the Company. Your Directors also take this opportunity to offer their sincerethanks to the Financial Institutions Banks and other Government Agencies valuedcustomers and the investors for their continued support co-operation and assistance.
| ||By Order of the Board |
| ||For Adhbhut Infrastructure Limited |
| ||Amman Kumar |
|Place : New Delhi ||Chairman |
|Date : 10.08.2017 ||DIN: 03456445 |