To the Shareholders
Your Directors have pleasure in presenting the 25 Annual Report of Aarv InfratelLimited (the Company) together with the Audited accounts for the financial year ended 31March 2017.
During the year under review your Company has recorded a gross total income is 200000for the year ended 31.03.2017
During the financial year 2016-17 your Company revenue from the operations is 180000
No Amount has been transferred to reserves during the years.
The Board of directors does not recommend any dividend for the year ended 31st March2017.
The Shareholders in their meeting held on 30 September 2015 approved the appointmentof. M/s. Nekkanti Srinivasu & Co Chartered Accountants (Registration No.0088001S)Hyderabad as the Statutory Auditors of the Company to hold office till the conclusion of28 Annual General Meeting subject to ratification of shareholders in every Annual GeneralMeeting. Accordingly a resolution seeking Members' ratification on appointment of M/s.Nekkanti Srinivasu & Co Chartered Accountants Hyderabad as the Statutory Auditorsof the Company for the financial year 2017-18.
M/s. P.S.Rao& Associates Practicing Company Secretaries was appointed to conductthe Secretarial Audit of the Company for the financial year 2016-17 as required underSection 204 of the Companies Act 2013 and Rules there-under. The secretarial audit reportfor FY 2016-17 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 2016-17.
Replies to Qualifications made by Secretarial Auditors:
Qualification : 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 2016-17.
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.
Audit Committee of the Company meets the requirements of section 177 of the CompaniesAct 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. During the year under review the Board has accepted all therecommendations of the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE AND STAKE HOLDERS RELATIONSHIP COMMITTEE:
Nomination and Remuneration cum Compensation Committee meets the requirements ofSection 178 of the Companies Act 2013 and Regulation 19 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015.During the year under review the Board hasaccepted all the recommendations of the Nomination and Remuneration Committee. StakeHolders Committee is constituted in line with the provisions of Regulation 20 of SEBIListing Regulations and section 178 of the Companies Act 2013.
MATERIAL CHANGES AND COMMITMENTS
(a) CHANGE OF NAME:
Pursuant to the provisions of Section 4131415 and all other applicable provisionsif any of the Companies Act 2013 read with applicable Rules and Regulations framedthere under (including any statutory modification(s) or re-enactment(s)thereof for thetime being in force) any other applicable law(s) regulation(s) guideline(s) theprovisions of the Memorandum and Articles of Association of the Company and the uniformlisting agreement entered into by the Company with the BSE Limited (the "StockExchange") and subject to the approvals consents sanctions and permissions of theCentral Government/ Stock exchange(s)/appropriate regulatory and statutoryauthorities/departments as may be necessary consent of the members of the Company be andis hereby accorded for changing the name of the Company from "Nylofils IndiaLimited" to "AARV Infratel Limited. " The Resolution of Change of name waspassed by requisite majority by the members of the Company through a postal ballot whichconcluded on 06.07.2016.
(b) ADOPTION OF NEW MEMORANDUM OF ASSOCIATION:
Pursuant to the provisions of Section 13 and other applicable provisions if any ofthe Companies Act 2013 (the Act) and Rules made there under including any amendmentmodification or re-enactment thereof and subject to such permission(s) sanction(s) orapproval(s) as may be required under the provisions of the said Act or under any other Lawfor the time being in force or any statutory modification(s) or amendment(s) thereof andsubject to the approvals consents sanctions and permissions of the Central Government/Stock exchange(s)/appropriate regulatory and statutory authorities/departments as may benecessary consent of the members be and is hereby accorded to alter Clause III (A) &Clause III (B) of the of the Memorandum of Association of the Company and deletion ofOther objects clause of the Memorandum of Association.
The Resolution to adopt new Memorandum and deletion of other objects Clause was passedby requisite majority by the members of the Company through a postal ballot whichconcluded on 06.07.2016.
(c) REGISTER OFFICE:
Pursuant to the provisions of Section 12 13 and other applicable provisions if anyof the Companies Act 2013 (the Act) and Rules made there under including any amendmentmodification or re-enactment thereof and subject to such permission(s) sanction(s) orapproval(s) as may be required under the provisions of the said Act or under any other Lawfor the time being in force or any statutory modification(s) or amendment(s) thereof andsubject to the approvals consents sanctions and permissions of the Central Government/Stock exchange(s)/appropriate regulatory and statutory authorities/departments as may benecessary the consent of the Members be and is hereby accorded for shifting theRegistered Office of the Company from the State of Andhra Pradesh to the State ofKarnataka The Resolution of Shifting of Register Office was passed by requisite majorityby the members of the Company through a postal ballot which concluded on 06.07.2016.
(d) 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 2017 was Rs 45892380/-
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure II" to this report.
NUMBER OF MEETINGS OF THE BOARD :
1. 12 May 2016
2. 30 May 2016
3. 12 August 2016
4. 24 September 2016
5. 14 November 2016
6. 12 February 2017
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under Rule 8(3) of the Companies (Accounts) Rules 2014are set out in an "Annexure-III" to this Report.
Pursuant to the provisions of Section 149 & 184 of the Companies Act 2013 andunder Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 Every Independent Director at the first meeting of the Board in which heparticipates as a Director and thereafter at the first meeting of the Board in everyfinancial year gives a declaration that he meets the criteria of independence as providedunder the Companies Act 2013.
Director(s) retiring by rotation:
In accordance with the provisions of Section 152 of the Companies Act 2013 of Mr.Raghuveeer Sakuru retires by rotation at the ensuring Annual General Meeting and beingeligible offers himself for reappointment
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS: N.A. RELATED PARTY TRANSACTIONS:
During the Financial Year 2016-17 Company has not entered into anyContract/Arrangement/Transactions with related parties which would be considered materialin accordance with the policy of the Company on materiality of related party transactions.Hence the disclosure under Form AOC-2 is not applicable. The Company has developed aPolicy on Related Party Transactions in accordance with provisions of all applicable lawsand Clause 49 of the Listing Agreement for the purpose of identification and monitoring ofsuch transactions.
Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.
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.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
Company has generally taken corporate social responsibility initiatives. However thepresent financial position of the company does not mandate the implementation of corporatesocial responsibility activities pursuant to the provisions of Section 135 and ScheduleVII of the Companies Act 2013. The company will constitute CSR Committee develop CSRpolicy and implement the CSR initiatives whenever it is applicable to the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy framed to deal with instance of fraud andmismanagement if any in the Group and also posted on the website of the Company.
The Risk Management is overseen by the Audit Committee of the Company on a continuousbasis. The Committee oversees Company's process and policies for determining risktolerance and review management's measurement and comparison of overall risk tolerance toestablished levels. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis. For detailsplease refer to the Management Discussion and Analysis report which form part of the BoardReport.
FRAUDS: No Fraud by the company or on the company by its officer or employeesduring the year.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134(5) of the Act and based on therepresentations received from the management the directors hereby confirm that:
i. in the preparation of the annual accounts for the financial year 2016-17 theapplicable accounting standards have been followed and there are no material departures;
ii. They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for the financial year;
iii. They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Act. They confirm that there are adequate systems and controls forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv. They have prepared the annual accounts on a going concern basis;
v. they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and operating properly; and
vi. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
The performance evaluation of the Board its Committees and individual directors wasconducted and the same was based on questionnaire and feedback from all the Directors onthe Board as a whole Committees and self-evaluation.
Directors who were designated held separate discussions with each of the Directors ofthe Company and obtained their feedback on overall Board effectiveness as well as each ofthe other Directors
A separate meeting of the independent directors ("Annual ID meeting") wasconvened which reviewed the performance of the Board (as a whole) the non-independentdirectors and the Chairman. Post the Annual ID meeting the collective feedback of each ofthe Independent Directors was discussed by the Chairman of the NRC with the Board'sChairman covering performance of the Board as a whole performance of the non-independentdirectors and performance of the Board Chairman.
Some of the key criteria for performance evaluation are as follows
Performance evaluation of Directors:
Attendance at Board or Committee meetings.
Contribution at Board or Committee meetings.
Guidance/Support to management outside Board or Committee meetings.
Performance evaluation of Board and Committees:
Degree of fulfillment of key responsibilities.
Board structure and composition.
Establishment and delineation of responsibilities to Committees.
Effectiveness of Board processes Information and functioning.
Board culture and dynamics.
Quality of relationship between Board and Management.
Efficiency of Communication with external stakeholders.
MANAGEMENT DISCUSSION & ANALYSIS:
A report on Management Discussion & Analysis is herewith annexed as 'AnnexureIV' to this report.
CORPORATE GOVERNANCE: N.A.
Company having paid up equity share capital of Rs. 45892380 which is not exceedingRs.10 crore and Net worth of Rs. (3536195) which is not exceeding Rs.25 crore as on thelast day of the previous financial year 2016-2017. Hence the provisions of Regulations 1718 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.
PARTICULARS OF EMPLOYEES:
pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forming partof the Directors' Report for the year ended March 31 2017 there is no employee in theCompany who is drawing the remuneration worth Rs. 5 lacs per month or Rs. 60 lacs perannum during the financial year.
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 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 2016-17 ||percentage increase in Remuneration in the financial year 2016-17 ||Ratio of the remuneration to the median remuneration of the employees |
| ||900000 || ||-- |
|Anita Sakuru || ||-- || |
|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
|S.No ||Employee name ||Designation & Nature of employmen t ||Educational qualification ||Age ||Experience ||Date of Joining ||Gross remuneration paid (Rs. in Lacs) ||Previous employmen t and designation If any ||No. Shares held If any ||Remarks |
|1. ||Anita Sakuru ||Managing Director ||MBA ||47 ||24 years ||28/12/20 15 ||900000 ||- ||1159827 ||- |
| || || || || || || || || || || |
| || || || || || || || || || || |
|2. ||Raghuveer Sakuru ||Whole Time Director ||B. Tech ||50 ||28 years ||28/12/20 15 ||900000 ||- ||1159128 || |
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.
|Date: 05.09.2017 ||For and on behalf of the board |
|Place: Bangalore || |
| ||SD/- |
| ||Anita sakuru |
| ||Chairperson |
| ||DIN:00475947 |
Conservation Of Energy Research And Development Technology Absorption ForeignExchange Earnings And Outgo
(Particulars Pursuant to the Companies (Accounts) Rules 2014)
A. Conservation of Energy:
Energy Conservation measure taken "NIL"
Impact of the clause (1) and (2) above for reduction of energy consumption andconsequent impact on the production of goods - "NIL" B. TechnologyAbsorption:
1. Efforts in brief made towards technology absorption adoption and innovation:Nil
2. Benefits derived as a result of the above efforts Ex; product improvement costreduction product development import substitution etc. : Nil
3. Import of technology : Nil
|C. Research and Development: || |
|1. Specific areas in which R& D carried out by the Company ||: Nil |
|2. Benefits derived as a result of the above R& D ||: Nil |
|3. Future plan of action ||: Nil |
|4. Expenditure on R & D || |
|a) Capital ||: Nil |
|b) Recurring ||: Nil |
|c) Total ||: Nil |
|d) Total Expenditure on R & D as a percentage of total turnover ||: Nil |
D.Foreign Exchange Earnings and out go.
|Particulars ||For F.Y. 2016 -17 |
|Earnings in Foreign Exchange ||0.00 |
|Less: Expenditure in Foreign Exchange ||0.00 |
|Net Earnings in Foreign Exchange ||0.00 |