TO THE MEMBERS
Your Directors are pleased to present the 30th Report together with the AuditedStatement of Accounts for the year ended 31st March 2017.
1. FINANCIAL RESULTS:
Rs. In Lacs
|Particulars ||Year Ended (31-03-2017) ||Year Ended (31-03-2016) |
|Income ||6046.06 ||7937.80 |
|Profit before Interest Depreciation & Tax ||578.01 ||743.79 |
|Less: Depreciation ||72.96 ||44.45 |
|Profit / (Loss) before Tax ||505.05 ||699.34 |
|Extra Ordinary Items ||14626.50 ||Nil |
|Profit ||15131.55 ||699.34 |
|Add: Loss carried From previous year ||(36505.72) ||(37205.06) |
|Remission of secured capital liabilities ||14840.84 || |
|Debenture redemption reserve(No longer required) ||1290.00 || |
|Investment allowance reserve(No longer required) ||45.83 || |
|Balance Loss carried to Balance Sheet ||(5197.50) ||(36505.72) |
The Company has made no transfers to reserves during the year.
No material changes and commitments have occurred after the dose of the year till thedate of this Report which affect the financial position of the Company.
2. SHARE CAPITAL
The Authorized Share Capital of the company as on 31s' March 2017 was Rs. 75crores divided into 75000000 Equity Shares of Rs. 10/- each. The Issued &Subscribed Capital as on same date was Rs. 531174250 divided into 53117425 equityshares of Rs 10/- each. Calls in arrears were Rs. 56.17 lacs. Paid up capital as on31" March 2017 remained Rs.5255.57 lacs. During the year under review theAuthorized Issued Subscribed and Paid up Capital of the company remained unchanged.
Your Directors place on record their deep sense of concern that due to huge carryforward losses your Directors are unable to declare any dividend to its shareholders and/ or to make any appropriation for the same.
4. OPERATION/ STATE OF COMPANY'S AFFAIRS
Company's division at Mathura is in operation and undertaking works for power CementSugar and other industrial sectors. The turnover of Mathura division includes turnoverfrom export. The company has collaborated with China leading technology company BeijingSPC Environment Protection Tech Co. Ltd for -
Desulphurisation (FGD) and DeNox system for power plants and have already submitted fewbids for such projects. Another leading company from China NHI who are executing EPCprojects in India has tied up for their fabrication work in India. The company has beenregistered with RDSO (Railways) for supply of steel bridge girders etc. in all raildivisions and its associate companies.Company also registering with companies like DoosanBGR Energy Toshiba Ultratech Cement for their fabrication work for power plants andcement plants.
TPE Plant of the company is lying closed for last 19 years i.e. from the year 1998. Andsince 19 years passed and the health of the TPE Plant has started deteriorating day by dayand therefore Board of Directors has discussed about future course of action to be takenof the said TPE Plant. Thereafter Board of Directors appointed an independent agencyexpert in this field viz Biztrack Consulting to conduct the preliminary health check up ofTPE Plant. The team of experts visited the TPE Plant and has submitted its PreliminaryObservation Report in the month of October 2016 and have recommended to dismantle andscrap the said TPE Plant as it cannot be refurbished.
On the basis of the expert opinion the Board of Directors discussed the PreliminaryObservation Report in their meeting and have decided to hire some other agencies / or toobtain the second opinion from the same agency viz Biztrack Consulting to dismantle and /or to find out salvages value of discarded part of the TPE plant.
Later Board of Directors discussed the Final Report being second opinion which clearlyindicates that the TPE Plant shall be dismantled and scrapped as the said TPE Plant is22-25 years old and not in operation for almost last 19 years and hence it cannot berefurbished. The report suggested that TPE plant has reduced into the stage of scrap andit might fall down at any time causing further incident/accident. Flence the Board ofDirectors have decided to discard the plant & machinery of TPE plant (barring few P& M acquired under lease / hire purchase / ELS / ACS scheme) which became almost scrapon "as is where is basis by following all procedural requirements as per the ruiesfor an amount of Rs.802.50 Lacs (barring few P & M acquired under lease/hire purchase/ ELS / ACS scheme value estimated at Rs.60 Lacs). The Plant and machinery had impairedvalue of Rs.862.50 lacs.
Company has received one more No Dues Certificates from UTI (SUTTI & MUTI) henceit has collected 27 No Dues Certificate out of 28 Lenders. The remaining lender toissue No Dues Certificate is SASF which is in process. Since all the lenders have beenpaid in full of their OTS amount full effect of remission on account of settlement havebeen given in the accounts and accordingly an amount of Rs. 9635.33 lacs has beencredited on account of remission of secured capital liabilities during the year(Rs.5205.51 Lacs was credited in 2014-15). Remission on account of interest liability tosecured lehders amounting to Rs. 18048.38 lacs have been shown as income under the headextraordinary items. This is to further informed that the BIFR and AAIFR are now no morein existence because SICA Act has been dissolved w.e.f. 1st December 2016. In viewthereof Company's DRS could not be sanctioned by BIFR. Flence company filed a WritPetition before Honble Delhi High Court and the Hon'ble Delhi High Court granted
liberty to approach an appropriate forum. Thereafter Company approach Honb'le SupremeCourt for further steps. The Honb'le Supreme Court again granted liberty to take suchsteps as may be advised in accordance with law hence company has challenged the NCLT Actbefore the Hon'ble Delhi High Court.
5. MANAGEMENT: Company is managed by well qualified experienced professionalsguided by the Board of Directors.
6. BOARD OF DIRECTORS:
The Board is duly constituted.
A) During the year Mr. Keshar Singh Nalwaya was
designated as Independent director in terms of provisions of Section 149 150 152 readwith Schedule IV of Companies (Appointment and Qualification of Directors) Rules 2014 andother applicable provisions of Companies Act 2013 in the Annual General Meeting held on02'" September 2016. '
B) Pursuant to provisions of Section 196-197 of the Companies Act 2013 read with(Appointment and Remuneration of Managerial personnel) Rule 2014 Mr. Harish ChandraGupta Whole Time Director and Company Secretary whos terms of appointment expiredon 16-062017 is proposed to be re appointed for next three years. Being eligible offershimself to be reappointed.
C) Mrs. Sherly Filomena Da Costa Gonsalves Wagh who is Non Executive Director is toretire by rotation in ensuing Annual General Meeting and being eligible offers herself tobe appointed as director.
All the appointments were in accordance with the provisions of the Companies Act 2013and Listing Agreement.
There were no resignations of directors during the financial year.
None of the Directors of the company are disqualified for being appointed as Directorsas specified under Section 164 of the Companies Act 2013.
Your Directors recommend the re-appointment of the above Director.
7. MEETINGS OF THE BOARD AND COMMITTEE HELD DURING THE YEAR:
A. BOARD MEETINGS:
During the year four board meetings were convened and held the details of which aregiven in the Corporate Governance Report.
B. COMMITTEE MEETINGS:
For the details of Composition of the Committees viz. Audit Committee Stakeholders'Relationship Committee Nomination and Remuneration Committee and Corporate SocialResponsibility Committee and details of the number of meetings held of each committeekindly refer report on Corporate Governance.
All the recommendations made by the Audit Committee Stakeholders' RelationshipCommittee Nomination and Remuneration Committee and Corporate Social ResponsibilityCommittee were accepted by the Board.
C MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors of the Company met during the year on 13"' February2017. The details of which are given in the Corporate Governance Report.
All independent directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and SEBI (LODR)Regulations 2015.
8. PERFORMANCE EVALUATION OF THE BOARD AND INDIVIDUAL DIRECTORS:
For details of the performance evaluation of the board/ individual directors andCommittee kindly refer report on Corporate Governance.
9. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:
The Board has duly approved and adopted a policy viz. "Policy for Remuneration ofthe Directors Key Managerial Personnel and other Employees" recommended by theNomination and Remuneration Committee relating to appointment of Directors/ Key ManagerialPersonnel/ other employees payment of remuneration to directors/ Key ManagerialPersonnel/ other employees Directors qualifications positive attributes independence ofDirectors and other related matters as - provided underthe Companies Act 2013.
All the remunerations to the directors/ Key Managerial Personnel/ employees is as perthe Companies Policy viz. "Policy for Remuneration of the Directors Key ManagerialPersonnel and other Employees".
10. DIRECTOR'S RESPONSIBILITY STATEMENT
In compliance to the Provisions of Section 134(5) of the Companies Act 2013 yourDirectors wish to place on record.
i) That in preparing the Annual Accounts all applicable accounting standards has beenfollowed.
ii) That the accounting policies adopted are consistently followed and the judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of stateof affairs of the Company at the end of the Financial Year and of the Profit and LossAccount of the Companyforthe Financial Year under review.
iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing / detecting fraud and other irregularities.
iv) That the Annual Accounts have been prepared on a going concern basis.
v) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi) That the Directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
11. VIGIL MECHANISM
Company has suitable vigil mechanism to deal with essence of fraud and mis managementif any.
12. EXTRACT OF ANNUAL RETURN
As required under Section 92(3) of the Companies Act 2013 the extract of Annual Returnin form MGT-9 is annexed as Annexure- 1.
13. SUBSIDARIES JOINT VENTURE AND ASSOCIATES COMPANIES:
There are no subsidiaries Joint Venture and Associates Companies of ATV Projects IndiaLimited.
In compliance of section 138 of the Companies Act 2013 Mr. Shiv Kumar SharmaChartered Accountants is the internal Auditor. He submits his report to Audit Committeetime to time.
As per the provisions of Section 139 of the Companies Act 2013 the term of office ofthe existing statutory Auditors M/s N.S. Bhatt&Co. Chartered Accounts Mumbai (F RNO.1C1342 W) would conclude from the conclusion of the forthcoming 30lh AnnualGeneral Meeting.
The Board of Directors places on record its appreciation for the services rendered byM/s N.S. Bhatt & Co as the Statutory Auditors of the Company.
Subject to the approval of the Members and on the recommendation of Audit Committee theBoard of Directors have recommended the appointment of M/s Dinesh Banger & Co.Chartered Accountant Mumbai (F R No.102588W) as the Statutory Auditors of the Companypursuant to the Section 139 oftheCompaniesAct 2013.
Member's attention is drawn to a Resolution proposing the appointment of M/s DineshBanger & Co* Chartered Accountant as Statutory Auditors of the Company for a periodof five-years commencing from conclusion of ensuing Annual General Meeting till theconclusion of 35th Annual General Meeting subject to ratification of their appointment inevery intervening Annual General Meeting which in included at Item No 3 of the Noticeconvening the Annual General Meeting. Your Company has received written consent(s) andcertificate(s) of eligibility in accordance with Sections 139 141 and other applicableprovisions of the Companies Act 2013 and Rules issued there under (including anystatutory modification(s) or re-enactment(s) for the time being in force) from M/s DineshBanger&Co. Chartered Accountant.
The comments by the Auditors in their Report are selfexplanatory and in the opinion ofthe Board do not require any further clarifications.
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 Ms. Savita Singla Practising Company Secretary (COP No: 8614) to undertake theSecretarial Audit of the Company. Your Company has received consent Ms. Savita SinglaPractising Company Secretary to act as the auditor for conducting audit of the Secretarialrecords for the financial year ending 31st March 2018.The Report of the SecretarialAuditor for the financial year ended 31st March 2017 is annexed as Annexure-2.
Tiie comments by the Auditors in their Report are selfexplanatory and in the opinionof the Board do not require any further clarifications.
17. CORPORATE GOVERNANCE
Your company adheres to all the requirements of the Corporate Governance both in letterand spirit. Your company is complying with the conditions as prescribed under Regulation72 and 27 of SEBI LODR2015. Code of Conduct as applicable to the directors Key and thesenior management personnel has also been put in place. Your company continues to maintainan internal control system headed by an Internal Audit Team and which the Audit Committeecontinuously reviews.
A separate section on Corporate Governance and a certificate from the Auditorsconfirming compliance with the Corporate Governance requirements as stipulated inRegulation 72 and 27 of SEBI (LODR) Regulations 2015 entered into with the StockExchanges form part of this Annual Report.
13. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the workplace (Prevention Prohibition& Redressal) Act 2013 A committee has been set up to redress complaints receivedregarding sexual harassment. All employees (Permanent contractual temporary trainees)are covered under this policy. Your Directors state that during the year under reviewthere were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal)Act 2013.
19. EMPLOYEE RELATIONS
Your Directors wish to place sincere thank to all the employees and officers for theircordial relations and valuable services which continued to be rendered by them to theCompany.
20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSANDOUTGO
The Company continues to economies in every sphere including that of power and fuel byavoiding all wasteful expenditure and cutting costs. Company has already done feasibilityfor installing solar energy system to reduce direct energy cost and taking suitable actionin this direction. Technology improvement also has been made at Mathura factory bychanging the quality of electrode and up gradation of welding rectifiers. Company receivedforeign exchange for the export made by them however there was no outflow of foreignexchange.
21. DEMATERIALISATION OF SHARES
The Company has entered into agreements with both National Securities DepositoryLimited (NSDL) and Central Depository Services Limited (CDSL) whereby the shareholdershave an option to dematerialize their shares with either of the Depository. As on 31stMarch 2017 total 42.58% of the equity share of the company has been dematerialized.
22. LISTING OF SHARES AT BSE
Shares of the company are listed on Bombay Stock Exchange and are being traded there.
23. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the Financial Year2016-2017 were on an arm's length basis and were in the ordinary course of business. Thereare no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large. All Related PartyTransactions have been placed before the Audit Committee as also the Board for theirapproval.
The Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is set out asAnnexure -3.
24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
There were no loans guarantees or investments made by the Company pursuant to theprovisions of the Section 186 of the Companies Act 2013 during the year under review.
25. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Pursuant to section 134 (3) (n) of the Companies Act 2013 the Company has developed aRisk Management Policy to identify the elements of risk if any which may threaten theexistence of the Company.
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.
At present the Company has not identified any element of risk which may threaten theexistence of the Company.
The Company's internal control systems with reference to the Financial Statements areadequate and commensurate with the nature of its business and the size and complexity ofits operations. These are routinely tested by Statutory as well as Internal Auditors.
Significant audit observations if any and follow up actions thereon are reported tothe Audit Committee.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a. Details relating to deposits covered under Chapter V of the Act.
b. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
c. Issue of equity shares with differential rights as to dividend voting or otherwise.
d. Issue of shares (Including Sweat Equity Shares) to employees of the Company underany Scheme.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As required under Section 135 of the Companies Act 2013 the Board of Directors of theCompany has constituted the Corporate Social Responsibility Committee which consists ofMr. M.V. Chaturvedi Chairman and Mr. S.R Banerjee and M r. K.S.Nalwaya as its Members.
Since the average net profits of the company during the last 3 financial years isnegative the company is not mandatorily required to contribute towards Corporate Socialresponsibility activities during the year.
Your Directors gratefully acknowledge the continuing faith and support extended by theCentral Government State Government Banks Financial Institutions ShareholdersCreditors Staff workers and Others who have supported the Company and hope to receivetheir continued support.
For and On behalf of the Board of Directors
|Place: Mumbai ||M. V. CHATURVEDI |
|Dated: 25"' May 2017 ||Chairman |
| ||(DIN: 00086331) |