ADHBHUT INFRASTRUCTURE LIMITED
Your Directors are pleased to present the 30th Annual Report on the businessand operations of your Company along with the financial statements for the financial yearended 30th June 2015.
| || ||(Rupees in Lacs) |
|PARTICULARS ||Year ended 30th June 2015 ||Year ended 30th June 2014 |
|Income from Operations ||115.23 ||102.75 |
|Less : Expenses ||10.46 ||62.78 |
|Profit/(Loss) before tax ||104.77 ||39.97 |
|Less : Provision for Taxation ||22.04 ||12.40 |
|Profit/(Loss) after Taxation ||82.73 ||27.57 |
|Add: Profit/(Loss) brought forward ||251.00 ||248.42 |
|Balance Available for appropriation ||333.73 ||276.00 |
|APPROPRIATION || || |
|Transferred to General Reserve ||25.00 ||25.00 |
|Surplus carried to Balance Sheet ||308.73 ||251.00 |
During the year under review the Company earned revenue from operations amounting toRs. 115.23 lacs as compared to Rs. 102.75 lacs in the previous year. Profit after Tax forthe financial year 2014-15 stood at Rs. 82.73 Lacs against profit after Tax of Rs. 27.57Lacs in the previous year.
The Board of Directors has not recommended any dividend for the Financial Year 2014-15.
CHANGES IN CAPITAL STRUCTURE
During the year under review there has been no change in the Capital Structure of theCompany.
STATE OF COMPANYS AFFAIRS
The state of affairs of the Company is presented as part of the Management Discussionand Analysis Report forming part of the Annual Report.
As stipulated under Clause 49 of the Listing Agreement executed with BSE Limited thereport on Management Discussion and Analysis the Report on Corporate Governance and therequisite Certificate from the Auditors of the Company confirming compliance with theconditions of Corporate Governance are provided in a separate section and forms part ofthe Annual 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 financial year ended 30thJune 2015 the applicable Accounting Standards have been followed and there are nomaterial departures from the same;
b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 30th June 2015 and ofthe profit of the Company for that period;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the Directors have prepared the Annual Accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
As on 30.06.2015 the Company did not have any Subsidiaries Joint Ventures orAssociates.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review to meet the requirement of Section 149 of the CompaniesAct 2013 and the Listing Agreement the Board of Directors co-opted Ms. Ankita Wadhawan(DIN: 06971383) on the Board as a woman Director effective from March 31 2015. Ms.Wadhawan is proposed to be appointed as an Independent Director in the ensuing AnnualGeneral Meeting.
Pursuant to Section 203 of the Companies Act 2013 the Board of Directors of theCompany upon recommendation of Nomination and Remuneration Committee appointed Mr.Amarjeet Singh Rawat as Chief Financial Officer of the Company effective from August 282014.
Ms. Rashmi Sharma resigned from the post of Company Secretary and Mr. Ajai Kumar Guptawas inducted as Company Secretary and Compliance Officer of the Company effective from May4 2015. Subsequent to the year under review Ms. Prerna Wadhwa has been appointed as aCompany Secretary of the Company in place of Mr. Ajai Kumar Gupta effective from 22ndSeptember 2015.
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.
A brief resume of the Directors proposed to be appointed/ re-appointed as requiredunder Clause 49 of the Listing Agreement and Companies Act 2013 forms part of the noticeconvening 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 Clause 49 of theListing Agreement.
The Board met 9 times during the year under review the details of which are providedin the Corporate Governance Report that forms part of this Annual Report. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013and the Listing Agreement.
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 Statutory Auditors of theCompany (Firm Regd. No. 002560N) who retire at the ensuing General Meeting haveconfirmed their eligibility and willingness to accept office if reappointed. The proposalfor their reappointment is included in the notice for Annual General Meeting sentherewith.
The Company has received a consent letter from the statutory auditors for theirappointment and a certificate from them that their appointment if made shall be inaccordance with the conditions as prescribed under the Companies Act 2013 and that theyare not disqualified for appointment.
The Auditors 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 S. Khurana & Associates Company Secretaries New Delhi to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit in Form MR 3 for theFinancial Year ended June 30 2015 is annexed as Annexure I to the Report. Thereare no qualifications reservations or adverse remarks made by Secretarial Auditor intheir report.
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.
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 II 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 AnnexureIII to this Report.
COMMITTEES OF THE BOARD
The Companys 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.
The Audit Committee comprises of Mr. Sanjay Chhabra Independent Director as Chairmanand Mr. 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 recommendation 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 year 2014-15 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 IV 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 year 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 Companys 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 30th June 2015 9648100 Equity Shares representing 87.71% of theEquity Share Capital of the Company are in dematerialized form. The Equity Shares of theCompany are compulsorily traded in dematerialized form as mandated by the Securities andExchange Board of India (SEBI). The International Securities Identification Number (ISIN)allotted to the Company with respect to its Equity Shares is INE 578L01014.
Effective from June 19 2015 the equity shares of the Company have been listed underDirect Listing Route and admitted for dealings on BSE Limited. Previously the Company waslisted on Delhi Stock Exchange Limited. However Delhi Stock Exchange Limited vide theirletter no. DSE LIST/4863/1469 dated 18.05.2015 has informed that the Company is notrequired to comply with the Listing Agreement made with Delhi Stock Exchange Limited anyfurther and is also not required to pay the listing fee from 1st April 2015onwards.
RECONCILIATION OF SHARE CAPITAL AUDIT
As per the directive of the Securities & Exchange Board of India theReconciliation of Share Capital Audit on a quarterly basis for the quarter ended September30 2014 December 31 2014 March 31 2015 and June 30 2015 was carried out by a CompanySecretary in practice. The purpose of the audit was to reconcile the total number ofshares held in National Securities Depository Limited (NSDL) Central Depository Services(India) Limited (CDSL) and in physical form with respect to admitted issued and paid upcapital of the Company.
The aforesaid Reports of Reconciliation of Share Capital were submitted to the DelhiStock Exchange Limited till March 31 2015 and report for the quarter ended June 30 2015was submitted to the BSE Limited.
CORPORATE SOCIAL RESPONSIBILITY
As on the close of financial year on 30.06.2015 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 shareholdersrequests/grievances. Each and every issue raised by the shareholders is taken up withutmost priority and every effort is made to resolve the same at the earliest. TheStakeholders Relationship Committee of the Board periodically reviews the status of theredressal 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 |
| ||Sd/- |
|Place : New Delhi ||(Amman Kumar) |
|Date : 4th December 2015 ||Chairman |
| ||DIN: 03456445 |