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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 27th AnnualReport of Aarv Infratel Limited (the Company) together with the Audited accounts for thefinancial year ended 31st March 2019.

PARTICULARS Financial Year 2018-19 Financial Year 2017-18
Total Income - 400000
Total Expenditure 773000 584000
Profit/(Loss) before Depreciation & Financial Charges (771000) (178000)
Depreciation (2000) (6000)
Financial Charges - -
Profit/Loss Before Tax (773000) (184000)
Prior period items - -
Provision for tax - -
Deferred tax - -
Net Profit/(Loss) (773000) (184000)

STATE OF THE COMPANY'S AFFAIRS:

In the year 2018-19 the Company has reported NIL net revenue. HoweverProfit before Tax for the year under review stood at Rs. (7.73) Lakhs as compared to Rs.(1.84) Lakhs reported last year. Loss incurred in this year was predominantly on accountof stiff market conditions which prevailed during the year and the consequent lowerrealization.

REVIEW OF OPERATIONS:

During the financial year 2018-19 your Company revenue from theoperations is NIL/-

TRASFER TO RESERVES:

"The Board of Directors of AARV Infratel Limited has decided notto transfer any amount to the Reserves for the year 2018-19 under review."

DIVIDEND:

The Board of directors does not recommend any dividend for the year asat 31st March 2019 and no amount was transferred to General Reserve as thereare no profits in the Company for the FY 2018-19.

SHARE CAPITAL:

The Fully Paid up Equity share Capital as on 31st March2019 was Rs 45892380/-

DIRECTORS APPOINTMENT/ RE-APPOINTMENT:

In terms of the provisions of sub-section 152 of the act2013 two thirdof the total number of directors i.e. excluding Indipendent Director's are liable toretire by rotation and out of which one third is liable to retire by rotationa everyannual general meeting.

Mrs. Jhansi Lakshmi Anne (DIN: 05243450)is liable to retire byrotation at AGM and being eligible offer themselves for re-appointment.

KEY MANAGERIAL PERSONAL:

1. Chief Financial Officer (CFO):

During the year under review Mr. Raghuveer Sakuru Director (DIN:00475998) was appointed as the Chief Financial Officer (CFO) of the Company on 14thFebruary 2019 pursuant to the provisions of Section 203 of the Companies Act 2013 andas per the recommendations of the Nomination and Remuneration Committee the Board ofDirectors of the Company hereby appointed Mr. Raghuveer Sakuru as the Chief FinancialOfficer (CFO) of the company.

2. Company Secretary (CS):

During the year under review Mr. Deepak Muthyam (Membership No:47674) was appointed as the Whole Time Company Secretary (CS) of the Company on 14thNovember 2018 pursuant to the provisions of Section 203 of the Companies Act 2013 andas per the recommendations of the Nomination and Remuneration Committee the Board ofDirectors of the Company hereby appointed Mr. Deepak Muthyam as the Whole Time CompanySecretary (CS) of the company.

Mrs. Anita Sakuru Managing Director Mr. Raghuveer Sakuru ChiefFinancial OfficerAnd Mr.Deepak Muthyam Company Secretary are KMP of the company in termsof section 2(51) and Section 203 of the Companies Act2013 as on date of this Report.

INDEPENDENT DIRECTORS' DECLARATION:

The Company has received necessary declaration from each Independentdirector under 149(7) of the Companies Act 2013 that he/she meets the criteria ofIndependence laid down under section 149(6) of the Companies Act 2013.

DEPOSITS:

The Company has neither accepted nor renewed any deposits fallingwithin the provisions of Section 73 and 76 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 from its members and public during theFinancial Year.

MEETINGS OF THE BOARD:

The Board met Four times during the financial year 2018-19 viz. on30.05.2018 05.09.2018 14.11.2018 and14.02.2019. The maximum interval between any twomeetings did not exceed 120 days.

STATUTORY AUDITORS:

As per Section 139 of the Companies Act 2013 M/s NSVR & ASSOCIATESLLP. Chartered Accountants (ICAI Firm Registration Number: 088001S) was appointed asStatutory 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 28thAnnual General Meeting to be held in year 2020.

In accordance with the Companies Amendment Act 2017 enforced on 7thMay 2018 by the Ministry of Corporate Affairs the appointment of Statutory Auditors isnot required to be ratified at every Annual General Meeting.

The Audit Report issued by M/s. NSVR & ASSOCIATES LLP StatutoryAuditors for the financial year ended 31st March 2019 forms part of thisReport. There are no qualifications reservations or adverse remarks made by the StatutoryAuditors which requires explanation or comments from the Board.

AUDITORS REPORT AND NOTES ON ACCOUNTS:

The Board has duly reviewed the Statutory Auditors Report for theFinancial Year ended 31st March 2019. There were no qualifications/observations in theReport.

The Statutory Auditors have not reported any incident of fraud to theAudit Committee of the Company under sub-section (12) of section 143 of the Companies Act2013 during the year under review.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the AuditCommittee has appointed. Ms.Sravanthi KaruturiChartered Accountant(MembershipNo.239567)and Hyderabad as the Internal Auditor of your Company. The Internal Auditorsare submitting their reports on quarterly basis.

SECRETARIAL AUDITOR:

M/s. P.S. Rao & Associates Practicing Company Secretaries wasappointed to conduct the Secretarial Audit of the Company for the financial year 2018-19as required under Section 204 of the Companies Act 2013 and Rules there-under. Thesecretarial audit report for FY 2018-19 forms part of the Annual Report as Annexure Ito the Board's report. The Board has appointed M/s. P.S.Rao & AssociatesPracticing Company Secretaries as secretarial auditors of the Company for the financialyear 2018-19.

RISK MANAGEMENT POLICY:

The Company has developed and implementing a risk management policywhich includes the identification therein of elements of risk which in the opinion of theboard may threaten the existence of the Company.

COMPOSITION OF AUDIT COMMITTEE:

The Board has constituted Audit Committee as per the provisions ofSection 177 of the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Audit Committee of the Company comprises the following Members:

Mr. Mallikharjuna Rao Yerrapragada Chairman
Mr. Praveen Reddy Cheruku Member
Mr. Mogulla Sandeep Reddy Member

All the recommendations made by the Audit Committee of the Company havebeen considered and accepted by the Board of Directors of the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:

The additional information regarding conservation of energy technologyabsorption and foreign exchange earnings and outgo stipulated under Section 134 (3)(m) ofthe Companies Act 2013 read with the rule 8 to the Companies (Accounts) Rules 2014 areprovided as an "Annexure II" to this report.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITSCOMMITTEES AND OF DIRECTORS.

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried out theannual performance evaluation of its own performance the Directors individually as wellas the evaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after considering the inputsreceived from the Directors covering various aspects of the Board's functioning suchas adequacy of the composition of the Board and its Committees Board culture executionand performance of specific duties obligations and governance.

A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board who were evaluated on parameterssuch as level of engagement and contribution independence of judgment safeguarding theinterest of the Company and its minority shareholders etc. The performance evaluation ofthe Independent Directors was carried out by the entire Board. The performance evaluationof the Chairman and the Non-Independent Directors was carried out by the IndependentDirectors who also reviewed the performance of the Secretarial Department. The Directorsexpressed their satisfaction with the evaluation process.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:

The Board has adopted policies and procedures for ensuring orderly andefficient conduct of its business including adherence to Company's policiessafeguarding of its assets prevention detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialdisclosures.

SUBSIDIARIES:

The Company has no subsidiaries; statement pertaining to the same inAOC-1 is annexed herewith as

"Annexure – III."

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHERMATTERS:

(a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee has been formed pursuant toand in compliance with Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and pursuant to Section 178 of the Companies Act 2013.The main object of this Committee is to identify persons who are qualified to becomedirectors and who may be appointed in senior management of the Company recommend to theBoard their appointment and removal and to carry out evaluation of every Director'sperformance recommend the remuneration package of both the Executive and theNon-Executive Directors on the Board and also the remuneration of Senior Management onelevel below the Board. The Committee reviews the remuneration package payable to ExecutiveDirector(s) and recommends to the Board the same and acts in terms of reference of theBoard from time to time.

On the recommendation of the Nomination and Remuneration Committee theBoard has adopted and framed a Remuneration Policy for the Directors Key ManagerialPersonnel and other Employees pursuant to the provisions of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015

The remuneration determined for Executive/Independent Directors issubject to the recommendation of the Nomination and Remuneration Committee and approval ofthe Board of Directors. The Non-Executive Directors are compensated by way ofprofit-sharing Commission and the Non-Executive Directors are entitled to sitting fees forthe Board/Committee Meetings. The remuneration paid to Directors Key Managerial Personneland all other employees is in accordance with the Remuneration Policy of the Company.

The Nomination and Remuneration Policy and other matters provided inSection 178(3) of the Act and Regulation 19 of SEBI Listing Regulations have beendisclosed in the Corporate Governance Report which forms part of this Report.

(b) Familiarization/ Orientation program for Independent Directors: Aformal familiarization programme was conducted about the amendments in the Companies Act2013 Rules 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 allthe applicable laws from time to time in every Board Meeting conducted.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits and as such noprincipal or interest was 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 theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace andhas adopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules framed there under.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

i) In preparation of annual accounts for the financial year ended 31stMarch 2019 the applicable Accounting Standards have been followed along with properexplanation relating to material departures;

ii) The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give true and fair view of the state of affairs of the Company at the end of thefinancial year ended 31st March 2019 and of the profit and loss of the Company for theyear;

iii) The Directors have taken proper and sufficient care for theirmaintenance of adequate accounting records in accordance with the provisions of theCompanies Act for safeguarding the assets of the Company and for preventing and detectingfraud and other irregularities;

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

v) The directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and

vi) The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

VIGILANCE MECHANISM / WHISTLE BLOWER POLICY:

The Whistle Blower (Vigil) mechanism provides a channel to theemployees to report to the management concerns about unethical behavior actual orsuspected fraud or violation of the Codes of Conduct or policy and also provides foradequate safeguards against victimization of employees by giving them direct access to theChairman of the Audit Committee in exceptional cases.

The Policy covers malpractices and events which have taken place /suspected to have taken place misuse or abuse of authority fraud or suspected fraudviolation of Company rules manipulations negligence causing danger to public health andsafety misappropriation of monies and other matters or activity on account of which theinterest of the Company is affected and formally reported by whistle blowers concerningits employees.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the Financial Year 2018-19 Company has not entered significantrelated party transaction.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in formMGT-9 is annexed herewith as "Annexure IV" to this report.

STATE OF AFFAIRS OF THE COMPANY:

The State of Affairs of the Company is presented as part of ManagementDiscussion and Analysis Report forming part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to Regulation 34 (2) (e)of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 a report onManagement Discussion & Analysis is herewith annexed as "Annexure V"to this report.

CORPORATE GOVERNANCE: N.A.

Company is having paid up equity share capital of Rs. 45892380 whichis not exceeding Rs.10 crore and Net worth is Rs. (-44.93 lakhs) which is not exceedingRs.25 crore as on the last day of the financial year 2018-2019. Hence the provisions ofRegulations 17 18 19 20 21 22 23 24 25 26 27 and clauses (b) to (i) ofsub-regulation 2 of Regulation 46 and para C D & E of Schedule V of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 are not applicable to the Company.

FRAUD:

No Fraud by the company or on the company by its officer or employeesduring the year.

MATERIAL CHANGES AND COMMITMENTS: NA

HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve itsobjectives. Keeping this in view your Company takes utmost care to attract and retainquality employees. The employees are sufficiently empowered and such work environmentpropels them to achieve higher levels of performance. The unflinching commitment of theemployees is the driving force behind the Company's vision. Your Company appreciatesthe spirit of its dedicated employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its futureoperations.

PARTICULARS OF EMPLOYEES:

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

ACKNOWLEDGMENT AND APPRECIATION:

Your Directors take this opportunity to thank the customersshareholders suppliers bankers business associates for their consistent support andcontinued encouragement to the Company.

Further your Directors convey their appreciation for the whole heartedand committed efforts by all its employees.

Your Directors gratefully acknowledge the ongoing co-operation andsupport provided by the Central and State Governments Stock Exchanges SEBI RBI andother Regulatory Bodies.

By order of the Board of Directors
For Aarv Infratel Limited
Sd/- Sd/-
JHANSI ANNE LAKSHMI ANITA SAKURU
Chairman & Non-Executive Director Managing Director
(DIN: 05243450) (DIN: 00475947)
Date: 04th September 2019
Place: Bangalore

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