Adhbhut Infrastructure Ltd.
|BSE: 539189||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE578L01014|
|BSE 00:00 | 23 Dec||Adhbhut Infrastructure Ltd|
|NSE 05:30 | 01 Jan||Adhbhut Infrastructure Ltd|
|BSE: 539189||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE578L01014|
|BSE 00:00 | 23 Dec||Adhbhut Infrastructure Ltd|
|NSE 05:30 | 01 Jan||Adhbhut Infrastructure Ltd|
ADHBHUT INFRASTRUCTURE LIMITED
Your Directors are pleased to present the 34th Annual Report on the businessand operations of your Company along with the financial statements for the period ended31st March 2019.
The financial statements for the financial year ended March 31 2019 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. 12 Lakhs as compared to Rs. 2.34 Lakhs in theprevious year. Loss after Tax for the financial year 2018-19 stood at Rs. 17.81Lakhs against Loss after Tax of Rs. 21.77 Lakhs in the previous year.
The Board of Directors has not recommended any dividend for the period 2018-19.
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 fromthe Auditors of the Company confirming compliance with the conditions of CorporateGovernance is attached to this Report.
CHANGE OF REGISTERED OFFICE
During the financial year under review registered office of the Company has beenshifted from 910 Ansal Bhawan 16 Kg Marg New Delhi-110001 to D-15 Pamposh EnclaveGreater Kailash-1 New Delhi-110048 w.e.f February 11 2019.
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 2019 theapplicable Accounting Standards read with requirements have been followed 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 31st March 2019 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 Act 2013 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 31.03.2019 the Company does not have any Subsidiaries Joint Ventures orAssociates.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the Financial year ended March 31 2019 Mr. Vinod Kumar Uppal has been resignedfrom the Directorship of the Company w.e.f. 15/05/2018 and Mr. Amman Kumar Non ExecutiveDirector of the Company was disqualified under Section 164(2) of the Companies Act 2013and hence resigned from the Board vide his resignation letter dated August 10 2018.
Subsequenly to the financial year under review Mr. Amman Kumar has appointed as adirector of the Company w.e.f. 31/08/2019.
There were no change key managerial personnel (KMPs) in the Company.
Retirement by Rotation In accordance with the provisions of Section 152 the CompaniesAct 2013 and the Article of Association of the Company read with Companies (Appointmentand Qualification of Directors) Rules 2014 Mr. Anubhav Dham (DIN: 02656812) retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. The details as required under Regulation 36 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 regarding Mr. Anubhav Dham are provided inthe Notice of the 34th Annual General Meeting. The Board recommends hisre-appointment.
A brief resume of the Director proposed to be appointed/ re-appointed as requiredunder Regulation 36 (3)(a) of SEBI (Listing Obligations and disclosure Requirements)Regulations 2015 and Companies Act 2013 forms part of the notice convening AnnualGeneral Meeting.
INDEPENDENT DIRECTORS 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 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
As per the provisions of section 139 of the Companies Act 2013 M/s Gurvir Makkar &Co. (Firm Registration No.014293N) Chartered Accountants were appointed as the StatutoryAuditors of the Company for the period of five years at 33th Annual General Meeting heldon 29th September 2018 to hold office from the conclusion of the said Meeting till theconclusion of the 38th Annual General Meeting to be held in 2023 on arenumeration to be determined by the Board of Directors. Pursuant to the amendments madeto section 139 of the Companies Act 2013 by the Companies (Amendment) Act 2017 effectivefrom 7th May 2018 the requirement of seeking ratification of the Members for theappointment of the statutory Auditors has been withdrawn from the statue. In view ofabove ratification of the members at Annual General Meeting is not being sought.
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 Nikita &Associates Company Secretaries has undertaken the secretarial audit of the Company forthe financial year 2018-19. The report of secretarial audit in Form MR 3 for the periodended March 31 2019 is annexed as Annexure I to this Report.
SECRETARIAL COMPALIANCE REPORT
Pursuant to the provisions of 24A of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 M/ s S. Khurana & Associates Company Secretaries inpractice has given the Secretarial Compliance Report of the Company for the financial year2018-19. The Report of the Secretarial Compliance in prescribed format for the periodended March 31 2019 is annexed as Annexure II to the Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Disclosure on particulars relating to loans guarantees or investments under section186 of 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 III to thisreport.
EXTRACT OF ANNUAL RETURN
In terms of Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) ofCompanies (Management & Administration) Rules 2014 the extracts of Annual Return ofthe Company in Form MGT-9 is annexed as Annexure IV to this Report and same is alsoavailable on the website of the Company i.e. (http://www.adhbhutinfra.com/ 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 Vto 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 has not transfer any amount under the head Reserve in the FinancialStatements for the Financial Year ended March 31 2019. Whereas the company has incurredlosses during the period and has transfer the amount under the head Retained Earnings inOther Reserves to the Financial Statements for the Financial Year ended March 31 2019 asprepared according to Indian Accounting Standards (Ind AS).
POLICY ON APPOINTMENT AND REMUNERATION
Pursuant to Section 178(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.com/investors)
Due to resignation of Mr. Amman Kumar dated August 10th 2018 the Committeewas further re-constituted As on 31/03/2019 the Audit Committee comprises of 3 directosviz. Mr. Sanjay Chhabra Independent Director as Chairman Mr. Saurabh KhanijoNon-executive and independent director and Ms. Anuradha Kapur Non-executive andindependent director as Members. The Board of Directors has accepted all therecommendations of the Audit 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 whistle 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 theAnnual Report.
ANTI SEXUAL HARASSMENT POLICY
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition and Redressed)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 2018-19 no complaints werereceived by the committee.
PARTICULARS OF EMPLOYEES
The details as required in terms of the provisions of Section 197 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 areattached as Annexure VI to this Report. The details of employees as requiredin terms of the provisions of Section 197 read with Rule 5 (2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) 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 2019 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 INE 578L01014.
The Equity shares of the Company are listed on BSE Limited.
CAPITAL STRUCTURE OF THE COMPANY
The Share Capital Structure of the Company is categorised into two classes:-
During the period under review there was no public issue rights 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 quarterended June 30 2018 September 30 2018 December 31 2018 and March 31 2019 by M/s S.Khurana & Associates Company Secretary in Practice. The purpose of the audit wasto reconcile the total number of shares held in National Securities Depository Limited(NSDL) Central Depository Services (India) Limited (CDSL) and in physical form withrespect to admitted issued and paid up capital of the Company.
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 31.03.2019 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 up gradation trainingappropriate reward & recognition systems and productivity improvement were the keyfocus areas 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 afamiliarisation programme for independent directors to familiarise 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.
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.