ADHBHUT INFRASTRUCTURE LIMITED
Your Directors are pleased to present the 31st Annual Report on the business andoperations of your Company along with the financial statements for the period ended 31stMarch 2016.
As the current financial year comprises a period of nine months from July 1 2015 toMarch 31 2016 therefore figure pertaining to current financial year 2015-16 are notcomparable with figures of previous financial year 2014-15. However the Companysfinancial performance for the period ended 31st March 2016 and year ended 30th June 2015is summarized below:
| || ||(Rupees in Lacs) |
|PARTICULARS ||Period ended 31st March 2016 ||Year ended 30th June 2015 |
| ||(9 Months) ||(12 Months) |
|Income from Operations ||110.77 ||115.23 |
|Expenses ||123.44 ||10.46 |
|Profit before tax ||(12.67) ||104.77 |
|Provision for Taxation ||19.91 ||22.04 |
|Profit after Taxation ||(32.58) ||82.73 |
|Add: Profit/(Loss) brought forward ||308.73 ||251.00 |
|Add: Excess Provision of tax of earlier year ||1.40 ||0.00 |
|Balance Available for appropriation ||277.55 ||333.73 |
|APPROPRIATION || || |
|Transferred to General Reserve ||0.00 ||25.00 |
|Surplus carried to Balance Sheet ||277.55 ||308.73 |
During the period under review the Company earned revenue from operations amounting toRs. 110.77 lacs as compared to Rs. 115.23 lacs in the previous year. Loss after Tax forthe financial year 2015-16 stood at Rs. (32.58) Lacs against profit after Tax of Rs. 82.73Lacs in the previous year.
Pursuant to section 2(41) of the Companies Act 2013 the Company adopted April- Marchas its financial year and accordingly the year under review comprised of Nine months onlyi.e from 1st July 2015 to 31st March2016. From 2016-2017 & onwards the financialyear of the Company shall be for a period of 12 months i.e from 1st April to 31st March.
The Board of Directors has not recommended any dividend for the period 2015-16.
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 Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 executed with the Stock Exchanges the report onManagement Discussion and Analysis the Report on Corporate Governance and the requisiteCertificate from the Auditors of the Company confirming compliance with the conditions ofCorporate Governance are provided in a separate section and forms part of the AnnualReport.
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 period ended 31st March 2016 theapplicable Accounting Standards read with requirements 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 31st March 2016 and of the profitof 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 31.03.2016 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 been appointed as a CompanySecretary of the Company in place of Ms. Prerna Wadhwa effective from 10th May 2016.
Mr. Vinod Kumar Uppal (DIN: 00897121) Director of the Company retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.The Board of Directors recommends his appointment.
A brief resume of the Director proposed to be appointed/ re-appointed as requiredunder Regulation 36 (3)(a) of SEBI (Listing Obligations and disclosure Requirements)Regulations 2015 and Companies Act 2013 forms part of the notice convening AnnualGeneral 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 7 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 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 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 C. Shandilya & Associates Company Secretaries New Delhi to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR 3 forthe period ended March 31 2016 is annexed as Annexure I to the Report. There areno qualifications 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 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. 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 2015-16 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 required in terms of the provisions of Section 197 readwith Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) 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 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 31st March 2016 9648100 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 September 30 2015 December 31 2015 and March 31 2016 by a Company Secretary inPractice. The purpose of the audit was to reconcile the total number of shares held inNational Securities Depository Limited (NSDL) Central Depository Services (India) Limited(CDSL) and in physical form with respect to admitted issued and paid up capital of theCompany.
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 31.03.2016 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/- |
| ||(Amman Kumar) |
|Place : New Delhi ||Chairman |
|Date : 9th August 2016 ||DIN: 03456445 |