Your Directors are pleased to present the 29th Report together with the AuditedStatement of Accounts for the year ended 31st March 2016.
1. FINANCIAL RESULTS:
(Rs in Lacs)
|Particulars ||Year Ended (31-03-2016) ||Year Ended (31-03-2015) |
|Income ||7937.80 ||6351.16 |
|Profit before Interest Depreciation & Tax ||743.79 ||270.96 |
|Less: Depreciation ||44.45 ||( 22.33) |
|Profit / (Loss) before Tax ||699.34 ||248.63 |
|Extra Ordinary Items ||Nil ||3387.37 |
|Profit ||699.34 ||3636.00 |
|Add: Loss carried from previous year ||(37205.06) ||(40852.57) |
|Total Loss carried to Balance Sheet ||(36505.72) ||(37205.06) |
The Company has made no transfers to reserves during the year.
No material changes and commitments have occurred after the close 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 31st March 2016 was Rs. 75 croresdivided into 75000000 Equity Shares of Rs. 10/- each. The issued & subscribedcapital as on same date was Rs. 531174 250 divided into 5 3117425 equity shares ofRs 10/- each. Calls in arrears were Rs. 56.17 lacs. Paid up capital as on 31st March 2016remained Rs.5255.57 lacs. During the year under review the authorized issued subscribedand 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. OPERATIONS/ STATE OF COMPANY'S AFFAIRS:
Company Division at Mathura is in operation and undertaking works for Power CementSugar and other industrial sectors. The major Turnover of Mathura Division's Turnover isfrom export. During the year a heavy duty plate Bending Machine has been added to augmentthe capacity of the Mathura Unit.
Company is also in the process of locating suitable collaborators for manufacture ofCement plant equipment like Ball Mills Vertical Roller Mills and Boilers for Waste HeatRecovery system. Company is also exploring the possibilities of undertaking Processpackages of Waste Heat Recovery System Grinding System desulphurization system and togenerate its own power through solar energy.
TPE Plant of the company is lying closed for last 18 years i.e. from the year 1999. Dueto passage of time and heavy corrosion being hazardous in nature company has decided toappoint an independent agency to decide the residual life of the plant. Based on theinternal report of the independent agency company will decide future course of actioneither to refurbish or to dismantle the plant.
Members are aware that the company is sick Industrial undertaking and itsrehabilitation scheme is still pending before BIFR. The OTS proposal of Rs. 82 crore alongwith interest on delayed period of Rs.19.25 crore has been paid to all the secured lendersincluding Central Bank of India in line with other lenders/debenture holders. During theyear Company has paid to Central Bank of India Rs. 11.03 crore on account of pool OTSalong with Rs.6.98 crore on account of interest totaling to Rs. 18.01 crore further paidRs. 14.54 lacs on account of delay in payment of agreed OTS amount besides DebentureTrustee fees of Rs. 2.41 crore has also been paid. Meanwhile BIFR vide its order dated14.09.2015 circulated copy of DRS and fixed statutory/mandatory hearing on 26.11.2015 tohear objections / suggestions if any. IDBI (OA) filed its objections / suggestion to theDRS on 13.01.2016. Due to non availability of member at BIFR bench is not functionalsince October 2015 onward. Therefore company filed Writ Petition before Hon'ble DelhiHigh Court for sanction of its scheme. High Court has issued notices to BIFR & IDBI(OA). Next date of hearing is fixed on 15.07.2016.
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. Sakti Pada Banerjee and Mr. Satish Kumar Gupta were designated asIndependent directors in terms of the provisions of Section 149150152 read with ScheduleIV and the Companies (Appointment and Qualification of Directors) Rules 2014 and allother applicable provisions if any of the Companies Act 2013 in the Annual generalMeeting (AGM) held on 18th September 2015.
Mr. K. S. Nalwaya was designated as Non- executive director in the Annualgeneral Meeting (AGM) held on 18th September 2015.
Mrs. Sherly Filomena Da Costa Gonsalves Wagh who was appointed as an additionaldirector of the Company w.e.f. 13th May 2015 was appointed as Non- executive director inthe Annual General Meeting (AGM) held on 18th September 2015.
In compliance of relevant provisions of the listing Agreement and Section 203 of theCompanies Act 2013 Mr. Ravindra Chaturvedi was appointed as Chief Financial Officer (CFO)of the Company during the financial year.
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.
B) Pursuant to provisions of Section 149 150 152 read with Schedule IV and theCompanies (Appointment and Qualification of Directors) Rules 2014 and all otherapplicable provisions if any of the Companies Act 2013 it is proposed to designate Mr.K. S. Nalwaya as an Independent Director of the Company to hold office for a term of 5(Five) consecutive years from the conclusion of ensuing Annual General Meeting and heshall be not liable to retire by rotation.
Mrs. Sherly Filomena Da Costa Gonsalves Wagh who is a Non Executive Director willretire by rotation in the ensuing Annual General Meeting and being eligible offersherself to be reappointed.
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 Directors.
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 the Composition of the Committees viz. Audit Committee/Stakeholders' Relationship Committee/ Nomination and Remuneration Committee and details ofthe number of meetings held of each committee kindly refer report on CorporateGovernance.
All the recommendations made by the Audit Committee were accepted by the Board.
C. MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors of the Company had met during the year on 8th February 2016.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 the ListingAgreement/ 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 under the 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 Company for the 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 ASSOCIATE COMPANIES:
There are no subsidiaries Joint Venture and Associate Companies of ATV Projects IndiaLimited.
14. INTERNAL AUDITOR
In compliance of Section 138 of the Companies Act 2013 Mr. Ravindra Chaturvedi is theInternal Auditor. He submits his report to Audit Committee from time to time.
M/s. N. S. Bhatt & Co. Chartered Accountants Statutory Auditors of the Companywill retire at the forthcoming Annual General Meeting of the Company and being eligibleoffer themselves for reappointment.
The comments by the Auditors in their Report are self-explanatory and in the opinionof the Board do not require any further clarifications.
16. SECRETARIAL AUDITORS
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 Practicing Company Secretary (COP No: 8614) to undertake theSecretarial Audit of the Company. The Report of the Secretarial Auditor is annexed asAnnexure- 2.
The comments by the Secretarial Auditors in their Report are self explanatory and inthe opinion of the board don't required 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 clause 49 ofthe Listing Agreement read with Regulation 72 and 27 of SEBI LODR 2015. Code of Conduct asapplicable to the directors Key and the senior management personnel has also been put inplace. Your company continues to maintain an internal control system headed by an InternalAudit Team and which the Audit Committee continuously reviews.
A separate section on Corporate Governance and a certificate from the Auditorsconfirming compliance with the Corporate Governance requirements as stipulated in Clause49 of the Listing Agreement(s) read with Regulation 72 and 27 of SEBI (LODR) Regulations2015 entered into with the Stock Exchanges form part of this Annual Report.
18. 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.
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 EARNINGSAND OUTGO.
As the TPE plant at Nagothane has been closed for last 18 years therefore detailsabout power fuel expenses etc. in respect of the plant have not been given. The Companycontinues to economies in every sphere including that of power and fuel by avoiding allwasteful expenditure and cutting costs.
No R & D is being carried on at present and the imported technology has been fullyabsorbed.
The details about foreign exchange earnings and outgo are given in the Notes toAccounts.
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 2016 total 42.39% 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 Year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. Accordingly there are no transactions that arerequire to be reported in Form AOC-2. All Related Party Transactions have been placedbefore the Audit Committee as also the Board for their approval.
Your directors draw attention of the members to note no.23 for the financial statementswhich sets out related party disclosure.
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.
At present the Company has not identified any element of risk 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.
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.
Your Directors state that during the year under review there were no cases filedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
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: 18th May 2016 ||Chairman |
| ||(DIN:00086331) |