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AARV Infratel Ltd.

BSE: 526488 Sector: Industrials
NSE: N.A. ISIN Code: INE432N01010
BSE 05:30 | 01 Jan AARV Infratel Ltd
NSE 05:30 | 01 Jan AARV Infratel Ltd

AARV Infratel Ltd. (AARVINFRATEL) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting the 26th Annual Report of AarvInfratel Limited (the Company) together with the Audited accounts for the financial yearended 31st March 2018.

Financial Results
(In Rs.)
PARTICULARS Financial Year 2017-18 Financial Year 2016-17
Total Income 400000 200000
Total Expenditure 584000 662000
Profit/(Loss) before Depreciation & Financial Charges (178000) (460000)
Depreciation (6000) (2000)
Financial Charges - -
Profit/Loss Before Tax (184000) (462000)
Prior period items - -
Provision for tax - -
Deferred tax - -
Net Profit/(Loss) (184000) (462000)

STATE OF THE COMPANY'S AFFAIRS

In the year 2017-18 the Company has reported NIL net revenue. However Profit beforeTax for the year under review stood at Rs. (1.84) Lakhs as compared to Rs. (4.62) Lakhsreported last year. Loss incurred in this year was predominantly on account of stiffmarket conditions which prevailed during the year and the consequent lower realization.

REVIEW OF OPERATIONS:

During the financial year 2017-18 your Company revenue from the operations is Rs.4Lakhs/-

TRASFER TO RESERVES:

Your Company has not transferred any amount to the general reserve.

DIVIDEND:

The Board of directors does not recommend any dividend for the year as at 31st March2018 and no amount was transferred to General Reserve as there are no profits in theCompany for the FY 2017-18.

SHARE CAPITAL

During the period under review company has forfeitured 8 96262 paid up equity sharesand on June 13th 2017 has received Confirmation from BSE.

The Fully Paid up Equity share Capital as on 31st March 2018 was Rs 45892380/-

DIRECTORS

In accordance with the provisions of Section 161 149 and any other applicableprovisions of Companies Act 2013 and Rules made there- under Mrs. Jhansi Lakshmi Anne(DIN: 05243450) has been appointed as Additional Director of the company w.e.f 05thOctober 2017 who hold office up to the date of the ensuing Annual General Meeting.

In accordance with the provisions of Section 152 161 149 196 197 198 and otherapplicable provisions Mr. Mogulla Sandeep Reddy (DIN: 02939213) has been appointed asAdditional Director Whole Time Director and Key Managerial Personnel on the Board w.e.f05th October 2017 who hold office up to the date of the ensuing AnnualGeneral Meeting.

On the same day Board of directors as decided appointment of Mr. Mogulla Sandeep Reddy(DIN: 02939213) as Whole Time Director keeping the long term goals and vision of theCompany.

The Company has received a notice in writing under Section 160 of the Act proposing theappointment of Mr. Mogulla Sandeep Reddy (DIN: 02939213) as Whole Time Director. Theresolutions seeking your approval for the appointment of Mr. Mogulla Sandeep Reddy (DIN:02939213) as Whole Time Director and Mrs. Jhansi Lakshmi Anne (DIN: 05243450) as Directorare included in the notice of the ensuing Annual General Meeting.

INDEPENDENT DIRECTORS' DECLARATION

The Company has received necessary declaration from each Independent director under149(7) of the Companies Act 2013 that he/she meets the criteria of Independence laiddown under section 149(6) of the Companies Act 2013.

DEPOSITS

The Company has neither accepted nor renewed any deposits falling within the provisionsof Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 from its members and public during the Financial Year.\

NUMBER OF MEETINGS OF THE BOARD :

07 (Seven) meetings of the Board of Directors were held during the year.

1. 16th May 2017

2. 30th May 2017

3. 05th September 2017

4. 14th September 2017

5. 05th October 2017

6. 14th December 2017

7. 14th February 2018

STATUTORY AUDITORS:

As per Section 139 of the Companies Act 2013 M/s Nekkanti Srinivasu & CoChartered Accountants Chartered Accountants (ICAI Firm Registration Number: 088001S) wasappointed as Statutory Auditors for a period of Five (05) years i.e. from conclusion of 23rdAnnual General Meeting held in the year 2015 till the conclusion of the 28th AnnualGeneral Meeting to be held in year 2020.

In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.

The Audit Report issued by M/s. Nekkanti Srinivasu & Co Statutory Auditors for thefinancial year ended 31st March 2018 forms part of this Report. There are noqualifications reservations or adverse remarks made by the Statutory Auditors whichrequires explanation or comments from the Board.

AUDITORS REPORT AND NOTES ON ACCOUNTS:

The Board has duly reviewed the Statutory Auditors Report for the Financial Year ended31st March 2018. There were no qualifications/observations in the Report.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee hasre-appointed M/s. SVP& Co. Chartered Accountants and Hyderabad as the InternalAuditors of your Company. The Internal Auditors are submitting their reports on quarterlybasis.

SECRETARIAL AUDITOR:

M/s. P.S. Rao & Associates Practicing Company Secretaries was appointed toconduct the Secretarial Audit of the Company for the financial year 2017-18 as requiredunder Section 204 of the Companies Act 2013 and Rules there-under. The secretarial auditreport for FY 2017-18 forms part of the Annual Report as Annexure I to the Board'sreport. The Board has appointed M/s. P.S.Rao& Associates Practicing CompanySecretaries as secretarial auditors of the Company for the financial year 2017-18.

Replies to Qualifications made by Secretarial Auditors:

Qualification No.1: Company has not appointed the Whole Time Company Secretary of theCompany as per the provisions of Section 203 of the Companies Act 2013 and Rule 8 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 for theFinancial Year 2017-18.

Reply: The Board of directors had initiated to appoint Whole Time Company Secretary ofthe Company and the same is still in process once we find the desired candidate we willcomplete the formalities for the appointment of the same.

RISK MANAGEMENT POLICY

The Company has developed and implementing a risk management policy which includes theidentification therein of elements of risk which in the opinion of the board may threatenthe existence of the Company.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of section 135 (1) and read with all other applicableprovisions of the Companies Act 2013 and the Companies (Corporate social responsibilitypolicy) Rules 2014 (including any statutory modification(s) or re-enactment thereof forthe time being in force) corporate social responsibility is not applicable to the Companyduring the financial year 2017-18.

AUDIT COMMITTEE:

The Board has constituted Audit Committee as per the provisions of Section 177 of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

The Audit Committee of the Company comprises the following Members Mr. Mr.Mallikharjuna Rao Yerrapragada - Chairman Mr. Praveen Reddy Cheruku - Member and Mr.Mogulla Sandeep Reddy -Member.

All the recommendations made by the Audit Committee of the Company have been consideredand accepted by the Board of Directors of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information regarding conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134 (3)(m) of the CompaniesAct 2013 read with the rule 8 to the Companies (Accounts) Rules 2014 are provided as an "AnnexureII" to this report.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS.

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after considering the inputs received from theDirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:

The Board has adopted policies and procedures for ensuring orderly and efficientconduct of its business including adherence to Company's policies safeguarding of itsassets prevention detection of frauds and errors accuracy and completeness of theaccounting records and timely preparation of reliable financial disclosures.

SUBSIDIARIES:

The Company has no subsidiaries; statement pertaining to the same in AOC-1 is annexedherewith as "Annexure - III."

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER MATTERS:

(a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee has been formed pursuant to and in compliancewith Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 and pursuant to Section 178 of the Companies Act 2013. The main object of thisCommittee is to identify persons who are qualified to become directors and who may beappointed in senior management of the Company recommend to the Board their appointmentand removal and to carry out evaluation of every Director's performance recommend theremuneration package of both the Executive and the Non-Executive Directors on the Boardand also the remuneration of Senior Management one level below the Board. The Committeereviews the remuneration package payable to Executive Director(s) and recommends to theBoard the same and acts in terms of reference of the Board from time to time.

On the recommendation of the Nomination and Remuneration Committee the Board hasadopted and framed a Remuneration Policy for the Directors Key Managerial Personnel andother Employees pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015

The remuneration determined for Executive/Independent Directors is subject to therecommendation of the Nomination and Remuneration Committee and approval of the Board ofDirectors. The Non-Executive Directors are compensated by way of profit sharing Commissionand the Non-Executive Directors are entitled to sitting fees for the Board/CommitteeMeetings. The remuneration paid to Directors Key Managerial Personnel and all otheremployees is in accordance with the Remuneration Policy of the Company.

The Nomination and Remuneration Policy and other matters provided in Section 178(3) ofthe Act and Regulation 19 of SEBI Listing Regulations have been disclosed in the CorporateGovernance Report which forms part of this Report.

(b) Familiarization/ Orientation program for Independent Directors: A formalfamiliarization programme was conducted about the amendments in the Companies Act 2013Rules prescribed there under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and all other applicable laws of the Company.

It is the general practice of the Company to notify the changes in all the applicablelaws from time to time in every Board Meeting conducted.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS: N.A.

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act 2013 Your Directors' confirm that:

i) In preparation of annual accounts for the financial year ended 31stMarch 2018 the applicable Accounting Standards have been followed along with properexplanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year ended 31stMarch 2018 and of the profit and loss of the Company for the year;

iii) The Directors have taken proper and sufficient care for their maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) The Directors had prepared the annual accounts on a ‘going concern' basis;

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

VIGILANCE MECHANISM / WHISTLE BLOWER POLICY:

The Whistle Blower (Vigil) mechanism provides a channel to the employees to report tothe management concerns about unethical behavior actual or suspected fraud or violationof the Codes of Conduct or policy and also provides for adequate safeguards againstvictimization of employees by giving them direct access to the Chairman of the AuditCommittee in exceptional cases.

The Policy covers malpractices and events which have taken place / suspected to havetaken place misuse or abuse of authority fraud or suspected fraud violation of Companyrules manipulations negligence causing danger to public health and safetymisappropriation of monies and other matters or activity on account of which the interestof the Company is affected and formally reported by whistle blowers concerning itsemployees.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the Financial Year 2017-18 Company has not entered significant related partytransaction.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure IV" to this report.

STATE OF AFFAIRS OF THE COMPANY

The State of Affairs of the Company is presented as part of Management Discussion andAnalysis Report forming part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to Regulation 34 (2) (e)of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a report on ManagementDiscussion & Analysis is herewith annexed as "Annexure V" to thisreport.

CORPORATE GOVERNANCE: N.A.

Company is having paid up equity share capital of Rs. 45892380 which is notexceeding Rs.10 crore and Net worth is Rs. (3720000) which is not exceeding Rs.25 croreas on the last day of the financial year 2017-2018. Hence the provisions of Regulations17 18 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) of sub-regulation 2 ofRegulation 46 and para C D & E of Schedule V of the Securities Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 are notapplicable to the Company.

FRAUD

No Fraud by the company or on the company by its officer or employees during the year.

MATERIAL CHANGES AND COMMITMENTS

(a) SHARE CAPITAL:

During the period under review company has forfeitured 8 96262 paid up equity sharesand on June 13th 2017 has received Confirmation from BSE.

The Fully Paid up Equity share Capital as on 31st March 2018 was Rs 45892380/-

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of the employees isthe driving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 (12) read with Rule 5 (1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof employees of the Company is herewith annexed as Annexure- VII.

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company does not have any employee who is employed throughoutthe financial year and in receipt of remuneration of Rs.120 Lakhs or more or employeeswho are employed for part of the year and in receipt of Rs. 8.50 Lakhs or more per month.

The Company does not have any employee who is employed throughout financial year orpart thereof who was in receipt of remuneration in financial year under review which inaggregate or as the case may be at a rate which in the aggregate is in excess of thatdrawn by the Managing Director or Whole time director and holds by himself or along withhis spouse and dependent children not less than 2% of the equity shares of the Company.

The information required under section 197 of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the Financial Year:

Name of the Director/Key Managerial personnel Remuneration of Director KMP for the financial year 2017-18 Percentage increase in Remuneration in the financial year 2017-18 Ratio of the remuneration to the median remuneration of the employees
Anita Sakuru 900000 - -
Raghuveer Sakuru 900000 - -

b. The percentage increase in remuneration of each director Chief ExecutiveOfficer Chief Financial Officer Company Secretary in the Financial Year: N.A.

c. The Percentage increase in the median remuneration of employees in the FinancialYear: N.A.

d. The number of permanent employees on the rolls of Company: Other thanManaging Director and Whole Time Director no permanent Employees working in the Companyand Company does doing business on contractual basis.

e. Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: N.A.

f The Key parameters for any variable component of remuneration availed by thedirectors: N.A.

g. The Company affirms remuneration to Directors and Key Managerial personnel asper the remuneration policy of the Company.

Information as per Rule 5(2) of Chapter XIII the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

Employee name Designation & Nature of employment Educational qualification Age Experience Date of Joining Gross remuneration paid Previous employment and designation If any No. Shares held If any Remarks
(Rs. in Lacs)
1. Anita Sakuru Managing Director MBA 47 24 years 28/12/2015 900000 - 1159827 -
2. Raghuveer Sakuru Whole Time Director B. Tech 50 28Years 28/12/2015 900000 - 1159128 -

ACKNOWLEDGEMENTS:

Your Directors wish to express their gratitude to the central and state governmentinvestors analysts financial institutions banks business associates and customers themedical profession distributors and suppliers for their whole-hearted support. Yourdirectors commend all the employees of your company for their continued dedicationsignificant contributions hard work and commitment.