Adhbhut Infrastructure Ltd.
|BSE: 539189||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE578L01014|
|BSE 00:00 | 15 Mar||Adhbhut Infrastructure Ltd|
|NSE 05:30 | 01 Jan||Adhbhut Infrastructure Ltd|
|BSE: 539189||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE578L01014|
|BSE 00:00 | 15 Mar||Adhbhut Infrastructure Ltd|
|NSE 05:30 | 01 Jan||Adhbhut Infrastructure Ltd|
ADHBHUT INFRASTRUCTURE LIMITED
Your directors are pleased to present the 36th Annual Report on the businessand operations of your Company along with the financial statements for the period ended31st March 2021.
The financial statements for the financial year ended March 31 2021 forming part ofthis Annual Report have been prepared in accordance with the Indian Accounting Standards(Ind AS) as notified by the Ministry of Corporate Affairs.
During the period under review the Company earned revenue from operations and otherIncome amounting to Rs. 6.5 Lakhs as compared to Rs. 18 Lakhs in the previous year. Lossafter Tax for the financial year 2020-21 stood at Rs. 38890378 against Loss after Taxof Rs. 89831823 in the previous year.
The Board of Directors has not recommended any dividend for the period 2020-21.
CHANGES IN CAPITAL STRUCTURE
During the year under review there has been no change in the Capital Structure of theCompany.
STATE OF COMPANY'S AFFAIRS
The state of affairs of the Company is presented as part of the Management Discussionand Analysis Report forming part of the Annual Report.
The Company is committed to maintain high standards of Corporate Governance and adhereto the Corporate Governance requirements set out by SEBI. The Report on CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms an Integral part of the Annual Report.
Requisite Certificate from the Auditors of the Company confirming compliance with theconditions of Corporate Governance is attached to this Report.
CHANGE OF REGISTERED OFFICE
During the financial year under review there is no change in the registered office ofthe Company. The Registered Office of the Company is situated at D-15 Pamposh EnclaveGreater Kailash-1 New Delhi-110048
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134(5) of the Companies Act 2013 theDirectors hereby confirm that:
a) In the preparation of the annual accounts for the period ended 31st March 2021 theapplicable Accounting Standards read with requirements have been foliowed and there are nomaterial departures from the same;
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at 31 stMarch 2021 and of the profitof the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) The Directors have prepared the Annual Accounts on a going concern basis;
e) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively
SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
As on 31st March 2021 the Company does not have any Subsidiaries JointVentures or Associates.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) Details DIRECTORS
During the Financial year ended March 31 2021 Mr. Sanjay Chhabra has resigned fromthe Directorship of the Company w.e.f. 18th June 2020.
Retirement by Rotation
In accordance with the provisions of Section T52 the Companies Act 2013 and theArticle of Association of the Company read with Companies (Appointment and Qualificationof Directors) Rules 2014:
Mr. Anubhav Dham (DIN: 02656812) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
Mr. Amman Kumar (DIN: 03456445) retires by rotation at the ensuing Annual GeneralMeeting and being eligible offers himself for re-appointment.
The detailed profile of the Director's seeking re-appointment is given in theexplanatory statement accompanying notice to AGM and additionally in the CorporateGovernance Report forming part of the Annual Report
KEY MANAGERIAL PERSONNEL
During the financial year under review Mr. Sandeep Likhamania (Membership No. A28942)has been appointed as the Company Secretary and the Compliance Officer of the Companyw.e.f. January 21 2021.
Subsequent to the Financial Year 2020-21 Mr. Vikram Singh Rawat has been appointed asChief Financial Officer of the Company w.e.f. 9<h June 2021.
INDEPENDENT DIRECTOR'S DECLARATION
The Company has received the necessary declaration from each Independent Director inaccordance with Section 149 (7) of the Companies Act 2013 that they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
The Board met 5 (Five) times during the year under review the details of which areprovided in the Corporate Governance Report that forms part of this Annual Report. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Board evaluated the effectiveness of its functioning and that of the committees andof individual Directors by seeking their inputs on various aspects of Board/Committeegovernance such as the Board composition and structure effectiveness of board processesactive participation and contribution of directors in the Board/Committee meetings and thefulfillment of Directors obligation and their fiduciary responsibilities.
Further The Independent Directors at their meeting reviewed the performance of theBoard chairman of The Board and of Non-Executive Directors. The co-ordination between theCompany management and the Board which is required for the Board to effectively andreasonably perform their duties was also reviewed during the meeting.
MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report. There has beenno change in the nature of business of the Company
CHANGE IN THE NATURE OF BUSINESS IF ANY
During the period under review there has been no change in the nature of business.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. To maintain its objectivity and independence the internalaudit function reports to the chairman of the Audit Committee and all significant auditobservations and corrective actions are presented to the Committee
STATUTORY AUDITORS AND AUDITORS REPORT
M/s SSRA & Co. Chartered Accountants (Firm Registration No.014266N) was appointedas the Statutory Auditors of the Company w.e.f. 13.12.2019 for the F.Y. 2019-20 in orderto fulfil the casual vacancy caused due to the resignation of the previous Auditors i.e.M/s Gurvir Makkar & Co..Chartered Accountants and subsequently the members haveapproved the appointment SSRA and Co. Chartered Accountants as the statutory Auditorsthrough Postal Ballot. Further the Board of Directors approved the appointment of M/sSSRA & Co. Chartered
Accountants (Firm Registration NO.014266N) for a period of 5 (Five) years commencingfrom the conclusion of 35th Annual General Meeting till the conclusion of 40thAnnual General Meeting (AGM) to be held for the Financial Year 2024-25 subject toapproval of the Shareholders in the Annual General Meeting. The members of the Company inits 35th AGM approved the appointment of M/s SSRA & Co. CharteredAccountants (Firm Registration No.014266N) by passing the Ordinary Resolution in thisregard.
The Auditor's Report does not contain any qualifications reservations or adverseremarks. The Report is attached hereto and is self-explanatory requiring no furtherelucidation.
SECRETARIAL AUDIT AND AUDITORS REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s S. Khurana &Associates Company Secretaries has undertaken the secretarial audit of the Company forthe financial year 2020-2021. The report of secretarial audit in Form MR 3 for the periodended March 31 2021 is annexed as Annexure I to this Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Disclosure on particulars relating to loans guarantees or investments under section186of the Companies Act 2013 have been provided as part of the financial statements.
TRANSACTIONS WITH RELATED PARTIES
There were no related party transactions during the financial year accordingly thedisclosures pursuant to section 134(3)(h) read with Rule 8(2} of the Companies (Accounts)Rules 2014 in Form AOC-2 is not applicable and is annexed as Annexure II to this report.
EXTRACT OF ANNUAL RETURN
In terms of Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) ofCompanies (Management & Administration) Rules2014 the extract of Annua! Return ofthe Company in Form MGT-9 is annexed as Annexure III to this Report and same is alsoavailable on the website of the Company i.e. (http://www.adhbhutinfra.in/investors).
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details as required under Section 134(3)(m) of the Companies Act 2013 read withRule 8(3) of Companies (Accounts) Rules 2014 regarding conservation of energytechnology absorption and foreign exchange earnings and outgo are annexed as Annexure IVto this Report.
COMMITTEES OF THE BOARD
The Company's Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The details of the membership and attendance of the meetings of the above Committees ofthe Board are provided in the Corporate Governance section of the Annual Report.
TRANSFER TO RESERVES
Your Company does not transfer any amount under the head Reserve in the FinancialStatements for the
Financial Year ended March 31 2021. Whereas the company has incurred losses duringthe period and has transfer the amount under the head Retained Earnings in Other Reservesto the Financial Statements for the Financial Year ended March 31 2021 as preparedaccording to Indian Accounting Standards (Ind AS).
POLICY ON APPOINTMENT AND REMUNERATION
Pursuant to Section178(3) of the Companies Act 2013 the Nomination and RemunerationCommittee of the Board has framed a policy for selection and appointment of Directors andsenior management personnel which inter alia includes the criteria for determiningqualifications positive attributes and independence of a Director(s)/ Key managerialpersonnel and their remuneration. An extract of the policy covering these requirements isprovided in the Corporate Governance Report that forms part of this Annual Report. Thenomination and remuneration policy is available on the website of the Company(http://www.adhbhutinfra.in/investors^
As on 31.03.2021 the Audit Committee comprises of 3 Members viz. Mr. Saurabh KhanijoNon-executive and independent director as Chairman Ms. Rajiv Kapur Kanika KapurNon-executive and Independent Director Mr. Amman Kumar Non-Executive Director asMembers. The Board of Directors has accepted all the recommendations of the AuditCommittee.
NOMINATION AND REMUNERATION COMMITTEE
As on 31.03.2021 the Nomination and Remuneration Committee comprises of 3 Directorsviz. Mr. Saurabh Khanijo Non-executive and Independent director as Chairperson Mr. AmmanKumar Non-Executive Director and Ms. Rajiv Kapur Kanika Kapur Non-executive andIndependent director as Members. The Board of Directors has accepted all therecommendations of the Nomination and Remuneration Committee.
STAKEHOLDERS RELATIONSHIP COMMITTEE
As on 31.03.2021 The Stakeholders Relationship Committee comprises of 3 Directors viz.Mr. Saurabh Khanijo Non-executive and Independent director as Chairperson Mr. AmmanKumar Non-Executive Director and Ms.Rajiv Kapur Kanika Kapur Non-executive andIndependent director as Members. The Board of Directors has accepted all therecommendations of the Stakeholders Relationship Committee.
The Company has in place a vigil mechanism in the form of Whistle Blower Policy. Itaims at providing avenues for employees to raise complaints and to receive feedback on anyaction taken and seeks to reassure the employees that they will be protected againstvictimization and for any whistle blowing conducted by them in good faith. The policy isintended to encourage and enable the employees of the Company to raise serious concernswithin the organization rather than overlooking a problem or handling it externally.
The Company is committed to the highest possible standard of openness probity andaccountability. It contains safeguards to protect any person who uses the Vigil Mechanism(whistle blower) by raising any concern in good faith. The Company protects the identityof the whistfe blower if the whistle blower so desires however the whistle blower needsto attend any disciplinary hearing or proceedings as may be required for investigation ofthe complaint. The mechanism provides for a detailed complaint and investigation process.
If circumstances so require the employee can make a complaint directly to the Chairmanof the Audit Committee. The Company also provides a platform to its employees for havingdirect access to the Managing Director. The Company Secretary is the Compliance Officer.The confidentiality of those reporting violations is maintained and they are not subjectedto any discriminatory practice.
The Company has developed and implemented a Risk Management Policy. The details ofelements of risk are
provided in the Management Discussion and Analysis section of the Annual Report.
ANTI SEXUAL HARASSMENT POLICY
The Company has placed an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee has been set up to redress complaints receivedregarding sexual harassment. All women employees (permanent contractual temporarytrainees) are covered under this policy. During the period 2020-21 no complaints werereceived by the committee.
PARTICULARS OF EMPLOYEES
The details as required in terms of the provisions of Section197 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areattached as Annexure-V to this Report.
The details of employees as required in terms of the provisions of Section 197 readwith Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is NIL.
During the period under review the Company has not accepted any fixed deposits frompublic shareholders or employees under the Companies Act 2013 and as such no amount ofprincipal or interest on public deposits was outstanding as on the date of balance sheet.
SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders have been passed by any regulators or courts ortribunals impacting the going concern status and Company's operations in future.
DEMATERIALISATION AND LISTING
The equity shares of the Company are admitted to the depository system of NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). As on 31st March 2021 9648094 Equity Shares representing 87.71% of the EquityShare Capital of the Company are in dematerialized form. The Equity Shares of the Companyare compulsorily traded in dematerialized form as mandated by the Securities and ExchangeBoard of India (SEBI). The International Securities Identification Number (ISIN) allottedto the Company with respect to its Equity Shares is INE578L01014.
The Equity shares of the Company are listed on BSE Limited.
CAPITAL STRUCTURE OF THE COMPANY
The Share Capital Structure of the Company is categorized into two classes:-
During the period under review there was no public issue right issue bonus issue orpreferential issue etc. during the year. The Company has not issued shares withdifferential voting rights sweat equity shares nor has it granted any stock options.
RECONCILIATION OF SHARE CAPITAL AUDIT .
As per the directive of the Securities & Exchange Board of India theReconciliation of Share Capital Audit was
carried out on quarterly basis for the quarter ended June 30 2020 September 30 2020December 31 2020 and March 31 2021 by M/s S. Khurana & Associates Company Secretaryin Practice. The purpose of the audit was to reconcile the total number of shares held inNational Securities Depository Limited (NSDL) Central Depository Services (India) Limited(CDSL) and in physical form with respect to admitted issued and paid-up capital of theCompany.
The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSELimited where the equity shares of the Company are listed.
CORPORATE SOCIAL RESPONSIBILITY
As on the close of financial year on 31.03.2021 the Company did not fall in the ambitof section 135 of the Companies Act 2013 and accordingly has not constituted a CorporateSocial Responsibility committee of the Company
During the year under review the relations between the Management and the workmen werehighly cordial. Human resources initiatives such as skill upgradation trainingappropriate award & recognition systems and productivity improvement where the keyfocus is as for development of the employees of the Company.
Your Company always endeavors to promptly respond to shareholders' requests/grievances.Each and every issue raised by the shareholders is taken up with utmost priority and everyeffort is made to resolve the same at the earliest. The Stakeholders RelationshipCommittee of the Board periodically reviews the status of the .. redressed of investors'grievances.
As per requirement under the provisions of Section 178 of the Companies Act 2013 readwith Companies (Meeting of the Board and its powers) Rules 2014 and SEBI (ListingObligations and Disclosure Requirements) Requirements 2015 yours Company had adopted afamiliarization programme for independent directors to familiarize them with the Companytheir role rights responsibilities in the Company nature of the industry in which theCompany operates business model management structure industry overview internalcontrol system and processes risk management framework functioning of various divisionsHR Management CSR activities etc.
Your company aims to provide its independence Directors insight into the Companyenabling them to contribute effectively. The Company arranges site visit for theDirectors giving them insight of various projects and Directors are also informed ofvarious developments relating to the industry on regular basis and are provided withspecific regulatory updates from time to time.
Details of the familiarization programme of the Independent Directors are available onthe website of the Company. ACKNOWLEDGEMENT
Your Directors wish to place on record the sincere and dedicated efforts of all theemployee of the Company. Your Directors also take this opportunity to offer their sincerethanks to the Financial Institutions Banks and other Government Agencies valuedcustomers and the investors for their continued support co-operation and assistance.