Your Directors are pleased to present the 35thReport together with the AuditedStatement of Accounts for the year ended 31st March 2022.
1. FINANCIAL RESULTS:
(Rs. in Lacs)
|Particulars ||Year Ended (31-03-2022) ||Year Ended (31-03-2021) |
|Total revenue from operations ||3250.01 ||3381.01 |
|Other Income ||62.84 ||30.19 |
|Total ||3312.86 ||3411.20 |
|Profit / (Loss) before exceptional items and Tax ||272.45 ||301.70 |
|Exceptional Items ||424.19 ||439.32 |
|Profit (Loss) before tax ||696.64 ||741.02 |
|Tax Expenses (Net) ||103.25 ||-49.78 |
|Profit (Loss) after Tax ||799.89 ||691.24 |
|Other comprehensive income ||(438.17) ||(559.60) |
|Total Comprehensive income/ Profit for the year ||361.72 ||131.64 |
|Balance Profit carried to Balance sheet ||2951.78 ||2590.06 |
The Company has made no transfers to reserves during the year. Material changes andcommitments which have occurred after the close of the year till the date of this reportwhich affect the financial position of the Company are reported at appropriate places tothis report.
2. SHARE CAPITAL
The Authorized Share Capital of the company as on 31st March 2022 is Rs.75 croresdivided into 7 50 00 000 Equity Shares of Rs. 10/- each. The Issued & Subscribedcapital as on same date is 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 31st March 2022remained Rs.5255.57 Lacs. During the year under review the Authorized Issued Subscribedand Paid up capital of the company remained unchanged.
Company has earned profits during the year; however it would like to retain the samefor the growth of the company. Hence the company is not declaring the dividend for thecurrent year.
4. OPERATION/ STATE OF COMPANY'S AFFAIRS
Your Mathura plant is fully equipped to undertake fabrication of critical equipmentrequired in Hydrocarbon Cement Hydro Power Steel Sugar Desulfurization (FGD) andDeNOX system and Power Sectors.
In order to enhance our machining capabilities for manufacture and supply of criticalequipment required for cement and Power sectors. Company has installed some additional newmachines - and also replaced the old machines with new modern machines such as weldingdrilling Grinding Cutting machines etc.
Company has retro fitted the existing CNC Horizontal boring machine (Skoda make) andsame is now under operation various cement & hydro equipment are being machining inhouse.
Company is also installed a VTL (Vertical Turret Lathe) and this is already inoperations.
Company has already setup in-house Design and Engineering facility which will help theCompany in meeting the eligibility criteria required for participation in tenders floatedvarious Companies operating in Hydrocarbon Sector.
Enlistment with EIL: Your Company has been approved by EIL for enlistment as a supplierfor Carbon steel pressure vessels and we hope this major milestone will pave the way forfuture growth in Oil & gas sector. We have already submitted bids for a couple ofenquiries and await a positive outcome.
Enlistment with PDIL: Your Company has also achieved approval and enlistment with PDILand going forward we expect enquiries and orders from them.
To reduce the electricity expanses Company is planning to install own solar Powerproject of capacity 200-250 KVA in near future.
Future Business Outlook
We are expecting approx. Rs. 55 to 60 Crores orders from the clients namely M/s HarbinAir Conditioning Co.Ltd. M/s ISGEC M/s. Voith M/s GEE M/s ANDRITZ Hydro Pvt. Ltd. M/sFLSmidth Private Limited M/s Humboldt Wedag India Pvt Ltd. etc. in the financial year of2022-23 for manufacturing of the various equipment.
New business development:
Management is planning to replace the new machinery at our plant as the existingmachines are 30/40 years old and to be at par in the global market discussion with thetechnical staff and the consultant are on. Our company earlier had tie-up with M. Dedini-Brazil for Boiler Stork Sugar - Netherlands for Sugar Mill & SEMT Pielstick- Francefor Diesel Engine which have expired and so to enhance the business planning to enterinto the new technology presently prevailing in the market.
Your company in partnership will be doing detailed engineering & procurement forLube Oil project of IOCL to be executed within CPCL premises awarded by Bridge and RoofCo. to M/s Seftech India Pvt. Ltd. of Rs. 150 Crores. Your company have been contactingseveral industries in the field of cement for new contracts. Your company after obtainingDRDO's approval for fabrication of heavy steel Girders railway bridges for the railwayare negotiating with several companies for fabrication of railway bridges. Your companyhas recently received order of 2750 MT of bridges out of which one bridge has dulysupplied to PWD Govt. of Goa and another one to Udhampur. Further trying to enroll withCORE Allahabad for manufacturing and supply of fabricated MAST which will be required forelectrification of 36000 km of railway tracks. Your company is in discussion and expectingfew orders in the field of Steel & Power. We are exploring various options for tie upwith a technology provider for ethanol for Indian and African markets to execute projectin India and Africa. Indian government policy to increase ethanol blending from existing -approx. 5 to 20% will generate lot of business in this sector. Tie up with EngineeringConsultant like Korus engineering solutions may also open a lot of business opportunitiesfor Seftech and ATV projects by joint bidding for EPC projects in steel sector.
5. MANAGEMENT: Company is managed by well qualified experienced professionalsguided by the Board of Directors.
6. BOARD OF DIRECTORS:
The Board is duly constituted.
Mr. Mahesh Chaturvedi Chairman (DIN: 00086331) is Permanent Director.
Mr. Harish Chandra Gupta(DIN: 02237957) who was serving as a Whole Time Director till11.10.2021 has now being re-designated as Non-Executive Director w.e.f. 12.10.2021.
The Company has appointed Mr. Arun Kumar Sharma (DIN- 09247743) and Mrs. Pooja Bagwe(DIN- 03162798) as an Additional directors w.e.f. 12.08.2021 designated as Whole - TimeDirectors. Based on recommendations of Nomination and Remuneration Committee the Board ofDirectors in their meeting held on May 13 2022 recommends regularization of Mr. ArunKumar Sharma (DIN- 09247743) & Mrs. Pooja Bagwe (DIN- 03162798) as Whole TimeDirectors consent of shareholders by way of ordinary resolution has been proposed in theensuing annual general meeting.
Mr. K. S. Nalwaya (DIN: 01259966) and Mr. Hem Prakash Sharma (DIN: 08897941) areIndependent Directors of the Company.
Ms. Deepa Rai (DIN- 09373145) has been appointed as an Additional director w.e.f.09.11.2021 designated as Independent Director. Mrs. Payal Sanghavi (DIN-08133682) who isalready serving as Non -Executive woman director has now being redesignated asNon-Executive Independent woman director w.e.f. 12.08.2021 under Section 149150152read with Schedule IV of the Companies (Appointment and Qualification of Directors) Rule2014 and other applicable provisions of Companies Act 2013. Based on recommendations ofNomination and Remuneration Committee the Board of Directors in their meeting held on May13 2022 recommends regularization of Mrs. Deepa Rai (DIN- 09373145) as an IndependentDirector and appointment of Mrs. Payal Sanghavi (DIN-08133682) as an Independent Directorfor a period of 3 years.
The Company has received declaration that they meet the criteria of independence asprescribed under subsection (6) of Section 149 of the Act and Regulation16(1)(b) of theSecurities Exchange Board of India (Listing Obligation and Disclosure Requirements)Regulations 2015.
Mr. Harish Chandra Gupta (DIN: 02237957) Non-Executive Director will retire by rotationin this Annual General Meeting. Being eligible offers himself to be reappointed asDirector.
None of the Directors of the company are disqualified for being Directors as specified164 under Section of the Companies Act 2013.Report from Independent Company Secretary inPractice is attached as Annexure-3.
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 9thFebruary 2022. 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 and amendments thereof.
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 REMUNERATION ANDDISCHARGE 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 are 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 ofstate of affairs of the Company at the end of the Financial Year and of the Profit andLoss Account 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 mismanagementif 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 uploaded on the website of the Company. The weblink ishttp://www.atvprojects.co.in/.
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 and Co Chartered Accountant as an Internal Auditorwho reports to the Audit Committee. Quarterly internal audit reports are submitted to theAudit Committee which reviews the audit reports and suggests necessary action.
15. STATUTORY AUDITORS
M/s Dinesh Bangar & Co. (FR No 102588W) now known as M/s RHAD & Co CharteredAccountants were appointed as the Statutory Auditors of the Company to hold office forfive consecutive years starting from the conclusion of the thirtieth Annual GeneralMeeting (AGM) held on September 8 2017 until the conclusion of the thirty fifth annualgeneral meeting of the Company to be held during the current year 2022.
Accordingly the existing Statutory Auditors are due for retirement at the ensuingAnnual General Meeting. The Audit Committee and the Board of Directors during theirrespective meetings held on May 13 2022 have considered and recommended the reappointmentof M/s RHAD & Co (FR No 102588W) as the Statutory Auditors of the Company subject tothe approval of shareholders to hold office from the conclusion of the thirty fifthAnnual General Meeting until the conclusion of the fortieth Annual General Meeting of theCompany to be held in the financial year 2026-2027.
M/s. RHAD & Co Chartered Accountants (FR No 102588W) have given their consent andare eligible e for the proposed appointment as Statutory Auditors of the Company from theconclusion of the ensuing Annual General Meeting of the members of the Company. They havefurther confirmed that the said appointment is within the prescribed limits under Section141(3) (g) of the Companies act 2013 and that they are not disqualified for appointment.
The Auditor's Reports on the Financial Statements for the financial year ended March31 2022 does not contain any qualification reservation or adverse remark requiring anyexplanations / comments by the Board of Directors.
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. ND & Associates Practising Company Secretary (COP No: 4741) toundertake the Secretarial Audit of the Company. Your Company has received consent Ms. ND& Associates Practising Company Secretary to act as the auditor for conducting auditof the Secretarial records for the financial year ending 31st March 2022.
The Report of the Secretarial Auditor for the financial year ended 31st March 2022 isannexed as Annexure- 1.
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 Womenat Workplace (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 31stMarch 2022 total 67.57%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 2021-2022 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 withRule 8(2) of the Companies (Accounts) Rules 2014 is set out as Annexure -2.
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 Director Mr. MaheshChaturvedi Chairman and Mrs. Payal Sanghvi 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 average net profit of Rs.59.76 lacs for last immediately precedingthree financial years. Company has contributed Rs. 1.20 Lacs towards CSR expendituresi.e: Rs. 50000/- to M/s Tata Memorial Centre and Rs. 70000/- to M/s Wakeup FoundationCharitable T rust for CSR activities for the financial year 2021-22.
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.
Our Website is http://atvproiects.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 || |
|Place: Mumbai ||M. V. CHATURVEDI |
|Dated: May13 2022 ||Chairman (DIN: 00086331) |