TO THE MEMBERS
Your Directors are pleased to present the 32 Report together with the Audited Statementof Accounts for the year ended 31 March 2019.
1. FINANCIAL RESULTS:
| || ||(Rs. in Lacs) |
|Particulars ||Year Ended (31-03-2019) ||Year Ended (31-03-2018) |
|Total revenue from operations ||4083.83 ||5470.84 |
|Other Income ||13.31 ||192.37 |
|Total ||4097.14 ||5663.21 |
|Profit / (Loss) before exceptional items and Tax ||204.79 ||277.80 |
|Exceptional Items ||(562.67) ||3564.70 |
|Profit before tax ||(357.88) ||3842.50 |
|Tax Expense (Deffered tax) ||6.09 ||(1.69) |
|Profit after Tax ||(363.97) ||3844.19 |
|Other comprehensive income ||616.26 ||3229.38 |
|Balance Profit carried to Balance sheet ||2213.20 ||2118.17 |
The Company has made no transfers to reserves during the year.
Material changes and commitments which have occurred after the close of the year tillthe date of this report which affect the financial position of the Company are reportedat appropriate places to this report.
2. SHARE CAPITAL
The Authorized Share Capital of the company as on 31 March 2019 was Rs. 75 croresdivided into 7 50 00000 Equity Shares of Rs. 10/- each. The Issued & Subscribedcapital as on same date was Rs. 53 11 74250 divided into 5 31 17425 equity shares ofRs 10/- each. Calls in arrears were Rs. 56.17 lacs. Paid up capital as on 31 March 2019remained Rs.5255.57 lacs. During the year under review the Authorized Issued Subscribedand Paid up capital of the company remained unchanged.
Your Directors place on record their deep sense of concern that the Company could notpay any dividend for so many years due to its sickness & continuing losses. Howeverthe director take great sense of pleasure informing the members that Company has come outof losses. Though the Company has earned profits during the year but is not in theposition to declare dividend for this year in view of insufficiency of profits.
4. OPERATION/ STATE OF COMPANY'S AFFAIRS
Your Mathura Plant is fully equipped to undertake fabrication of -critical equipmentsrequired in Hydrocarbon Cement Hydro Power Steel Sugar & Power sectors. Thecompany is collaborating with some leading technological organizations such as Beijing SPCEnvironment Protection Tech Co. Ltd of China for Desulphurization (FGD) and DeNox systemand with FEIDA India Private Limited (Network Company of Chinese public sectororganization) for Electrostatic precipitators up gradation used in coal fired boilers etc.Efforts are already underway for technological tie ups in the field of Ethanol & MiniSteel /TMT Bar plants.
It has also been decided in principle that we need to enhance our machiningcapabilities in order to manufacture & supply critical equipments required in Cement& Steel sectors. Company has installed some additional new machines and also replacedthe old machines with new modern machines such as welding drilling grinding .cuttingetc. Company is also in line for reconditioning of our existing Horizontal Boring Machine& installation of a Vertical Turret Lathe at the earliest.
Need is also felt to get the company enlisted with leading organizations like EIL &PDIL for equipments of our interests in Hydrocarbon & Fertilizer sectors.
Necessary actions have already been taken to set up our in house Design & Engg.Facility required for enlistment with EIL & PDIL. Creation of such a facility willalso help the company in meeting the eligibility criteria required for participation intenders floated by various companies operating in Hydrocarbon sector.
Future Business Outlook
We can expect good business in the coming years in view of huge investments envisagedin the Hydrocarbon sector. Investment of approx. Rs.65000 to Rs.70000 Crs. is expectedfor Green field Barmer Refinery in Rajasthan & Brown field expansion projects inVadodara & Mathura refineries.In view of stringent pollution norms laid down by Govt.of India all Power Plants will have to install Desulphurisation ( FGD ) & DeNoxsystems to ensure compliance. FGD Plants require lot of shop fabricated tanks & wehave already started receiving enquiries from Doosan ISGEC & GE Power Industries.Most of the plants will be either installed by NTPC or State Electricity Boards in thenext 4 to 5 years which will generate lot of business of our interests.
We can leverage our core strength in fabrication of Process plant equipments in orderto get good orders.
New Business Initiatives
New companies like Loesche & Pfiffer have been contacted to get enquiries for MillStands & certain Mechanical equipments for Coal Mill.
Enquiry has already been received for Mill Stands from Loesche & efforts are on toget enquiries from Pfiffer.
After obtaining RDSO's approval for fabrication of Heavy Steel Girder Railway bridgesnegotiations are on with several companies for fabrication of railway bridges.
Company has recently received orders0f 2750 MT. for Bridges against which one bridgehas duly supplied for PWD Govt. of Goa having weight of 239 M.T.and one other bridge hasbeen supplied to NAHI Udhampur having weight of 150 M.T. The manufacturing weight islikely to be approx. 200 MT per month which is expected to grow to approx. 500 MT permonth in the near future.
The regular business of Railway Bridges will ensure no gaps in our shops & once thelearning period is over then we can execute more orders with higher productivity.
Registration with some of the Indian Railway Production units may also yield businessfor Fabrication & supply of components primarily for Rolling Stocks.
Efforts are already on way to get our company registered with CORE Allahabad formanufacturing & supply of Fabricated "MAST" which will be required forelectrification of 36000 Kms. of Railway tracks. There is a move to electrify all theRailway tracks by 2021 & "MAST" will be major fabricated item required forthe electrification project.
Major MNCs operating in Steel sector like SMS Prime Metals Paul Wurth Danieli Korus& P.P. Rolling have been approached to get enquiries for equipments such as CyclonesHoppers Tanks Ladles Mill Stands & Cooling Beds.
Audit visits have already been conducted by Paul Wurth & Danieli Korus based onwhich enquiries have been received & our offers are under client's activeconsideration.
An agreement in principle has been reached with Korus Engineering Solutions for jointbidding of EPC projects in African countries for Mini Steel & TMT Bar plants.
We also have plans to visit Integrated Steel Plants for generation of enquiries forequipments of our interest which they require for replacement purpose.
Based on our initiatives we have received a number of enquiries from Doosan ISGEC& GE Power Industries for various types of shop fabricated tanks for FGD projectsbeing executed by them for either NTPC or their other customers.
Quality audit was conducted by Doosan based on which enquiries were issued to us &some of our offers are still under their consideration.
Good business is expected from companies like Doosan ISGEC BGR Energy L&T MHPSGE Power Toshiba etc. against existing & Future FGD projects executed by them.
Mandatory approval of NTPC will be arranged by the prime bidders based on ourcredentials.
In this business environment we see continuous increase in business turnover of yourCompany.
New Business Collaborations:
We are exploring various options for tie up with a Technology provider for Ethanol forIndian & African markets to execute projects in India & Africa. Indian Govt.policy to increase Ethanol blending from existing approx. 5% to 20% will generate lot ofbusiness in this sector.
Tie up with engineering consultant like Korus Engg. Solutions may also open lot ofbusiness opportunities for Seftech & ATV Projects by joint bidding for EPC projects inSteel sector.
Company is managed by well qualified experienced professionals guided by the Board ofDirectors.
6. BOARD OF DIRECTORS:
The Board is duly constituted.
Mr. Mahesh Chaturvedi Chairman (DIN: 00086331) and Mr. Harish Chandra Gupta whole timeDirector (DIN: 02237957) are permanent directors. Mr. S.P. Banerjee (DIN 00030895)Mr.S.K.Gupta (DIN: 01995658) and Mr. K.S.Nalwaya (DIN: 01259966) are IndependentDirectors. Under Section 149 150 152 read with Schedule IV of the Companies (Appointmentand Qualification of Directors Rule 2014 and other applicable provisions of Companies Act2013 they are not to retire in the Annual General Meeting to be held on 14 August 2019.
Mrs. Payal Sanghavi(DIN:08133682) Director will retire by rotation in this AnnualGeneral Meeting. Being eligible offers herself to be reappointed as Director.
During the year under review Mr. Nitin Wagh (DIN: 00221128) was appointed as anadditional director on 11-02-2019 subject to confirmation by the members in this AnnualGenerai Meeting. Proposal for appointment of Mr. Nitin Wagh (DIN: 00221128) as IndependentDirector to hold office for a term of 5 (Five) consecutive years from the conclusion ofthis Annual General Meeting and shall not be liable to retire by rotation is placed inthe notice itself.
Pursuant to Regulation 17(A) of Securities and Exchange Board of India (Listingobligations and disclosure requirements) Regulation 2015 amendment regulation notified on9 May 2018 effective from 1 April 2019 consent of shareholders by way of specialresolution is required for continuation of directorship of Non Executive Directors of thecompany who have attained age of 75 years. Since Mr. Sakti Pada Banerjee (DIN: 00030895)has attained the age -beyond 75 years consent of shareholders by way of specialresolution is proposed in the Annual General Meeting.
None of the Directors of the company are disqualified for being Directors as specifiedunder Section 164 of the Companies Act; 2013. Report from Independent Company Secretary inPractice is attached as Annexure-5.
7. MEETINGS OF THE BOARD AND COMMITTEE HELD DURING THE YEAR:
A. BOARD MEETINGS:
During the year four board meetings were convened and held the details of which aregiven in the Corporate Governance Report.
B. COMMITTEE MEETINGS:
For the details of Composition of the Committees viz. Audit Committee Stakeholders'Relationship Committee Nomination and Remuneration Committee and Corporate SocialResponsibility Committee and details of the number of meetings held of each committeekindly refer report on Corporate Governance.
All the recommendations made by the Audit Committee Stakeholders' RelationshipCommittee Nomination and Remuneration Committee and Corporate Social ResponsibilityCommittee were accepted by the Board.
C. MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors of the Company met during the year on 11 February 2019. Thedetails of which are given in the Corporate Governance Report.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI (LODR)Regulations 2015.
8. PERFORMANCE EVALUATION OF THE BOARD AND INDIVIDUAL DIRECTORS:
For details of the annual evaluation of the performance of the board its Committeesand of individual directors and Committee kindly refer report on Corporate Governance.
9. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATIONAND DISCHARGE OF THEIR DUTIES:
The Board has duly approved and adopted a policy viz. "Policy for Remuneration ofthe Directors Key Managerial Personnel and other Employees" recommended by theNomination and Remuneration Committee relating to appointment of Directors/ Key ManagerialPersonnel/ other employees payment of remuneration to directors/ Key ManagerialPersonnel/ other employees Directors qualifications positive attributes Independence ofDirectors and other related matters as provided under the Companies Act 2013.
All the remunerations to the directors/ Key Managerial Personnel/ employees is as perthe Companies Policy viz. "Policy for Remuneration of the Directors Key ManagerialPersonnel and other Employees".
10. DIRECTOR'S RESPONSIBILITY STATEMENT
In compliance to the Provisions of Section 134(5) of the Companies Act 2013 yourDirectors wish to place on record.
i) That in preparing the Annual Accounts all applicable accounting standards has beenfollowed.
ii) That the accounting policies adopted are consistently followed and the judgmentsand estimates made are reasonable and prudent so as to give a true and fair view of stateof affairs of the Company at the end of the Financial Year and of the Profit and LossAccount of the Company for the Financial Year under review.
iii) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing / detecting fraud and other irregularities.
iv) That the Annual Accounts have been prepared on a going concern basis.
v) That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi) That the Directors had devised proper system to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
11. VIGIL MECHANISM
Company has suitable vigil mechanism to deal with essence of fraud and mis managementif any.
12. EXTRACT OF ANNUAL RETURN
As required under Section 92(3) of the Companies Act 2013 the extract of Annual Returnin form MGT-9 is annexed as Annexure- 1.
13. SUBSIDARIES JOINT VENTURE AND ASSOCIATES COMPANIES:
There are no subsidiaries Joint Venture and Associates Companies of ATV Projects IndiaLimited.
14. INTERNAL AUDITOR
In accordance with the provisions of Section 138 of the Companies Act 2013 theCompany has appointed M/s. N.S. Bhatt & Co. Chartered Accountants as an InternalAuditor who reports to the Audit Committee. Quarterly internal audit reports are submittedto the Audit Committee which reviews the audit reports and suggests necessary action.
15. STATUTORY AUDITORS
At the 30th Annual General Meeting of the Company held on 8th September 2017 themembers approved appointment of M/S. Dinesh Banger & Co Chartered Accountants ( FRNo 102588W ) as Statutory Auditors of the Company to hold office for a period of fiveyears from the conclusion of that Annual General Meeting till the conclusion of the 35thAnnual General Meeting subject to ratification of their appointment by members at everyAnnual General Meeting if so required by the Companies Act 2013. Vide -notification datedMay 7 2018 the Ministry of Corporate Affairs has done away with the requirement ofseeking ratification of members for appointment of auditors at every Annual GeneralMeeting. Accordingly no resolution is being proposed for ratification of appointment ofstatutory auditors at the 32nd Annual General Meeting.
The comments by the Auditors in their Report are self-explanatory and in the opinionof the Board do not require any further clarifications
16. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Savita Singla Practising Company Secretary (COP No: 8614) to undertake theSecretarial Audit of the Company. Your Company has received consent Ms. Savita SinglaPractising Company Secretary to act as the auditor for conducting audit of the Secretarialrecords for the financial year ending 31st March 2020.
The Report of the Secretarial Auditor for the financial year ended 31st March 2019 isannexed as Annexure- 2.
The comments by the Auditors in their Report are self-explanatory and in the opinionof the Board do not require any further clarifications.
17. CORPORATE GOVERNANCE
Your company adheres to all the requirements of the Corporate Governance both in letterand spirit. Your company is complying with the conditions as prescribed under Regulation72 and 27 of SEBI LODR 2015. Code of Conduct as applicable to the directors KeyManagerial Personnel and the senior management personnel has also been put in place. Yourcompany continues to maintain an internal control system headed by an Internal Audit Teamand which the Audit Committee continuously reviews.
A separate section on Corporate Governance and a certificate from the Auditorsconfirming compliance with the Corporate Governance requirements as stipulated inRegulation 72 and 27 of SEBI (LODR) Regulations 2015 entered into with the StockExchanges form part of this Annual Report.
18. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the workplace (Prevention Prohibition& Redressal) Act 2013 An Internal Complaints Committee has also been set up toredress complaints received on sexual harassment. All employees (Permanent contractualtemporary trainees) are covered under this policy. Your Directors state that during theyear under review there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
19. EMPLOYEE RELATIONS
Your Directors wish to place sincere thank to all the employees and officers for theircordial relations and valuable services which continued to be rendered by them to theCompany.
20 . CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO.
The Company continues to economies in every sphere including that of power and fuel byavoiding all wasteful expenditure and cutting costs. Company has already done feasibilityfor installing solar energy system to reduce direct energy cost and taking suitable actionin this direction. Technology improvement also has been made at Mathura factory bychanging the quality of electrode and up gradation of welding rectifiers.
Company has not received any foreign exchange and there was no outflow of foreignexchange during the year under review.
21. DEMATERIALISATION OF SHARES
The Company has entered into agreements with both National Securities DepositoryLimited (NSDL) and Central Depository Services Limited (CDSL) whereby the shareholdershave an option to dematerialize their shares with either of the Depository. As on 31 March2019 total 65.65% of the equity share of the company has been dematerialized.
22. LISTING OF SHARES AT BSE
Shares of the company are listed on Bombay Stock Exchange and are being traded there.
23. RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act 2013 and Listing Regulations thecompany has formulated a Policy on Related Party Transactions. All related partytransactions that were entered into during the Financial Year 2018-2019 were on an arm'slength basis and were in the ordinary course of business. All Related Party Transactionshave been placed before the Audit Committee and also the Board for their approval.
The Form AOC 2 pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is set out as Annexure -3.
24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
There were no loans guarantees or investments made by the Company pursuant to theprovisions of the Section 186 of the Companies Act 2013 during the year under review.
25. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Pursuant to section 134 (3) (n) of the Companies Act 2013 the Company has developed aRisk Management Policy to identify the elements of risk if any which may threaten theexistence of the Company.
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on continuing basis. These arediscussed at the meetings of the Audit Committee and the Board of Directors of theCompany.
At present the Company has not identified any element of risk which may threaten theexistence of the Company.
The Company's internal control systems with reference to the Financial Statements areadequate and commensurate with the nature of its business and the size and complexity ofits operations. These are routinely tested by Statutory as well as Internal Auditors.
Significant audit observations if any and follow up actions thereon are reported tothe Audit Committee.
26. COST RECORDS
The Company has proper maintenance of cost records as specified by the CentralGovernment under sub section (1) of 148 of the Companies Acts 2013 and proper accountsand records are being maintained.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility Committee comprises of Three Directors Mr. Mahesh V.Chaturvedi Chairman and Mr. S.P. Banerjee and Mr. K.S. Nalwaya are its Members. TheComposition of CSR Committee is in accordance with the provisions of Section 135 of theCompanies Act 2013 and the Companies (Corporate Social Responsibility Policy) Rules2014. The Company had spent 1.85 lakhs for the Financial Year 2018-19. Details ofactivities where CSR amount was spent is attached as per Annexure 4.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a. Details relating to deposits covered under Chapter V of the Act.
b. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
c. Issue of equity shares with differential rights as to dividend voting or otherwise.
d. Issue of shares (Including Sweat Equity Shares) to employees of the Company underany Scheme.
e. Our Website is http://atvprojects.co.in/ copy of the annual return is placed on ourwebsite.
Your Directors gratefully acknowledge the continuing faith and support extended by theCentral Government State Government Banks Financial Institutions ShareholdersCreditors Staff workers and Others who have supported the Company and hope to receivetheir continued support.
| ||For and on behalf of the Board of Directors |
| ||M. V. CHATURVEDI |
| ||Chairman |
|Place: Mumbai ||(DIN: 00086331) |
|Dated: 14 ||May 2019 |