AARV Infratel Ltd.
|BSE: 526488||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE432N01010|
|BSE 00:00 | 25 Mar||AARV Infratel Ltd|
|NSE 05:30 | 01 Jan||AARV Infratel Ltd|
|BSE: 526488||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE432N01010|
|BSE 00:00 | 25 Mar||AARV Infratel Ltd|
|NSE 05:30 | 01 Jan||AARV Infratel Ltd|
Your Directors have pleasure in presenting the 29th Annual Report of AarvInfratel Limited (the Company) together with the Audited accounts for the financial yearended 31st March 2021.
FINANCIAL RESULTS: (Amount in Rs. Lakhs)
STATE OF THE COMPANY'S AFFAIRS:
During the year 2020-21 the Company has not reported any net revenue. Hence Profitbefore Tax for the year under review stood at Rs. (10.80) Lakhs as compared to Rs. (20.87)Lakhs reported 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 2020-2021 your Company revenue from the operations is NIL/-TRASFER TO RESERVES:
"As there is no Revenue AARV Infratel Limited has not to transfer any amount tothe Reserves for the year 2020-21 under review."
The Board of directors does not recommend any dividend for the year as at 31stMarch 2021 and no amount was transferred to General Reserve as there are no profits inthe Company for the FY 2020-21
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
The Fully Paid up Equity share Capital as on 31st March 2021 was Rs45892380/-. Companies Shares are listed in BSE and they are infrequently trading.
DIRECTORS APPOINTMENT/ RE-APPOINTMENT:
In terms of the provisions of sub-section 152 of the act2013 two third of the totalnumber of directors i.e. excluding Independent Director's are liable to retire byrotation and out of which one third is liable to retire by rotation every annual generalmeeting.
Mrs Anita Sakuru (DIN: 00475947) is liable to retire by rotation at AGM and beingeligible offer themselves for re-appointment.
KEY MANAGERIAL PERSONAL:
During the year under review Mr. Asfar Faiz Imam (Membership No: 57381) wasappointed as the Whole Time Company Secretary (CS) of the Company on 18th Sepetember2020.
Mrs. Anita Sakuru Managing Director and Mr. Raghuveer Sakuru Chief Financial Officerare KMP of the company in terms of section 2(51) and Section 203 of the Companies Act2013as on date of this Report.
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 Independent directors of the companynot registered with the Independent Directors Database.
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.
COVID-19 AND ITS IMPACT:
The impact of COVID-19 on the Company is being closely reviewed with the Management bythe Directors from time to time.
MEETINGS OF THE BOARD:
The Board met Seven times during the financial year 2020-2021 viz. on 13.07.202020.07.2020 15.09.2020 18.09.2020 12.11.2020 23.12.2019 12.02.2021 the maximuminterval between any two meetings did not exceed 120 days.
The Audit Report issued by M/s. NSVR & ASSOCIATES LLP Statutory Auditors for thefinancial year ended 31st March 2021 forms part of this Report. There are noqualifications reservations or adverse remarks made by the Statutory Auditors whichrequires explanation or comments from the Board.
As per Section 139 of the Companies Act 2013 M/s NSVR & ASSOCIATES LLP. CharteredAccountants (ICAI Firm Registration Number: 088001S) was appointed as Statutory Auditorsfor a period of Five (05) years i.e. from conclusion of 28th Annual GeneralMeeting held in the year 2020 till the conclusion of the 33rd Annual GeneralMeeting to be held in year 2025.
None of the Directors key managerial personnel are interested to the above statedResolution.
AUDITORS REPORT AND NOTES ON ACCOUNTS:
The Board has duly reviewed the Statutory Auditors Report for the Financial Year ended31st March 2021. There were no qualifications/observations in the Report.
The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company under subsection (12) of section 143 of the Companies Act 2013 during theyear under review.
The Board of Directors based on the recommendation of the Audit Committee hasappointed. Ms. Sravanthi Karuturi Chartered Accountant (Membership No.239567) andHyderabad as the Internal Auditor of your Company. The Internal Auditors are submittingtheir reports on quarterly basis.
Mrs. N Vanitha Practicing Company Secretary was appointed to conduct the SecretarialAudit of the Company for the financial year 2020-21 as required under Section 204 of theCompanies Act 2013 and Rules there-under. The secretarial audit report for FY 2020-21forms part of the Annual Report as Annexure I to the Board's report. The Board hasappointed Mrs. N Vanitha Practicing Company Secretary as secretarial auditors of theCompany for the financial year 2021-22.
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.
COMPOSITION OF 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:
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"Annexure II" 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 ofjudgment 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.
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-sharingCommission and the Non-Executive Directors are entitled to sitting fees for the Board/Committee Meetings. The remuneration paid to Directors Key Managerial Personnel and allother employees 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.
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 31st March 2021 theapplicable Accounting Standards have been followed along with proper explanation relatingto 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 ended31st March 2021 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 2020-21 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 uploadedto the companies website. 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 IV" to this report.
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. (-65.80 lakhs) which is not exceeding Rs.25crore as on the last day of the financial year 2019-2020. Hence the provisions ofRegulations 17 18 19 20 21 22 23 24 25 26 27 and clauses (b) to
(i) of sub-regulation 2 of Regulation 46 and para C D & E of Schedule V of theSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 are not applicable to the Company.
No Fraud by the company or on the company by its officer or employees during the year.
MATERIAL CHANGES AND COMMITMENTS: NA 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.
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:
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.
ACKNOWLEDGMENT AND APPRECIATION:
Your Directors take this opportunity to thank the customers shareholders suppliersbankers business associates for their consistent support and continued encouragement tothe Company.
Further your Directors convey their appreciation for the whole hearted and committedefforts by all its employees.
Your Directors gratefully acknowledge the ongoing co-operation and support provided bythe Central and State Governments Stock Exchanges SEBI RBI and other Regulatory Bodies.