Your Directors are pleased to present the 33rd Report together with theAudited Statement of Accounts for the year ended 31st March 2020.
1. FINANCIAL RESULTS:
|Particulars ||Year Ended (31-03-2020) ||Year Ended (31-03-2019) |
|Total revenue from operations ||3774.35 ||4083.83 |
|Other Income ||5.51 ||13.31 |
|Total Revenue ||3779.86 ||4097.14 |
|Profit / (Loss) before exceptional items and Tax ||279.29 ||204.79 |
|Exceptional Items ||0 ||-562.67 |
|Profit (Loss) before tax ||279.29 ||-357.88 |
|Tax Expenses (Net) ||34.07 ||6.09 |
|Profit (Loss) after Tax ||245.22 ||-363.97 |
|Other comprehensive income ||0 ||616.26 |
|Total Comprehensive income/ Profit for the year ||245.22 ||252.29 |
|Balance Profit carried to Balance sheet ||2257.61 ||2213.20 |
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 31st March 2020 was Rs.75 crores divided into 7 50 00000 Equity Shares of Rs. 10/- each. The Issued &Subscribed capital as on same date was Rs. 53 11 74250 divided into 5 3117425 equityshares of Rs 10/- each. Calls in arrears were Rs. 56.17 lacs. Paid up capital as on 31stMarch 2020 remained Rs.5255.57 lacs. During the year under review the Authorized IssuedSubscribed and Paid up capital of the company remained unchanged.
The company has earned profit during the year however it would like to retain the samefor 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 presently executing various orders for different clients such asM/s. Andritz Hydro Pvt Ltd M/s. ISGEC Heavy Engg. Ltd M/s. Voith Hydro M/s. FlovelEnergy Pvt Ltd M/s. F. L. Smidth Pvt. Ltd M/s. Humboldt Wedag India Pvt Ltd M/s. L& T Howden Pvt Ltd Harbin air conditioning company ltd M/s Gail India Ltd and M/s.STV etc. for Boiler drums Deaerator Chimneys Bunkersoil/water separators and variousequipments -
for Hydro Power Cement Plant Heavy Steel Girder (Railway Bridges) and SteamDistribution Duct etc.
Recently company received a valuable order worth of Rs 7.80 crore to supply SteamDistribution Duct from Harbin air conditioning company ltd a China based company. Furtherorder received worth Rs.3.10 Crores from M/s. L&T MHPS Hazira - Surat for supply ofUpper Housing required for THDC Khuraja project & SjVnL for Buxar project needed forpower plant. Further a new order worth of Rs 1.31 crores also received from M/s. GAILPata for fabricating Oil and Water Separator.
Recently we are qualified by CORE (Central organization for railway electrification)for fabrication and supply of fabricated galvanized steel structures and SPS for OHE andTSS.
We are also an approved vender of RDSO for fabrication and supply of open web girderscomposite and other steel plate girders.
Your Mathura Plant is fully equipped to undertake fabrication of critical equipment'srequired for Cement Hydro Power Sugar railways & Power sectors etc. It has beendecided to enhance our manufacturing capacity for which reconditioning of our existingHorizontal Boring Machine (Skoda make) is in process. Company is also in process toinstall a Vertical Lathe at the earliest. The total cost for refurbishing and addition ofproposed machinery will be around Rs. 7 to 8 crores.
The necessary action to set up in house Design & Eng. facilities required forenlistment with EIL & PDIL has been initiated. We have procured required Cods Plotter/ Printer Software and required number of Computers. By creating such facility it willalso help the company in meeting the eligibility criteria required for participation intenders floated by various companies.
Company has procured new machines such as welding machine to enhance fabricationfacility of Steam Distribution Duct required for air conditioning system of Power Plants.
Further company has added a team of 50 workers to enhance the production capacity.
The company proposes to install solar power plant of 200 KVA to reduce the electricitycost.
Due to COVID19 pandemic and consequent lockdown restrictions imposed by the NationalGovernment wef. 25th of March 2020 has continued till 31st May 2020.
Later on after one and half month some of manufacturing activities were graduallyallowed to start their production activities with certain restrictions hence ATV ProjectsIndia Ltd was permitted to open their manufacturing operations on 11th May 2020with 70% attendance of total workforce and with certain restrictions.
All guidelines as issued time to time by the Government of India and State Governmentsas well as local authorities all precautionary measures are being ensured to comply with.
In compliance of Regulation 30(3) of SEBI (LODR)2015 the impact on various businessactivities is to be disclosed in financial statements which caused unforeseen disruptionin operation of manufacturing marketing demand supply orders debtors creditors andfinancial activities.
In short the following activities were adversely affected:-
A) 1) Short Dispatch of finished goods
During the month of March 2020 Rs.418.30 lakh
B) 2) Loss of production during the month of April and
of May 2020 Rs.550.00 Lakhs
3) Shortage of Dispatch of finished goods
During the month of April 2020 Rs. 350.00 lakh
4) Financial liquidity was adversely affected as pending Payments could not bereleased.
However your directors are taking every possible effort to come out from the unforeseendisruption in operation of manufacturing marketing demand supply orders debtorscreditors and financial activities.
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) and Mr. Harish Chandra Gupta whole timeDirector (DIN: 02237957) are permanent directors.
Mr. S.P. Banrejee (DIN 00030895) Mr. K.S. Nalwaya (DIN: 01259966) and Mr. Nitin Wagh(DIN: 00221128) are Independent Directors. Mrs. Payal B. Sanghavi (DIN-08133682) isnonexecutive non independent woman director. Under Section 149150152 read with ScheduleIV of the Companies (Appointment and Qualification of Directors) Rule 2014 and otherapplicable provisions of Companies Act 2013 Term of Mr. S.P. Banerjee and Mr. K.S.Nalwaya Independent Directors will expire in the ensuing Annual General Meeting. Howeverthey offer themselves to be re appointement.
Based on recommendations of Nomination and Remuneration Committee in its meeting heldon 18th June2020 the Board of Directors at their meeting held on 18th June2020recommended the re-appointment of Mr. Sakti Pada Banerjee (DIN 00030895) and Mr. KesharSingh Nalwaya (DIN 01259966) as a NonExecutive Independent Director of the Company to holdoffice for a term of 5 (Five) consecutive years from the conclusion of this Annual GeneralMeeting not liable to retire by rotation.
Mr. S.P Banerjee and Mr. Keshar Singh Nalwaya are not disqualified from being appointedas Directors in terms of Section 164 of the Act and have given their consent to act asDirectors. The Company has received declarations that they meet the criteria ofindependence as prescribed under subsection (6) of Section 149 of the Act and Regulation16(1)(b) of the Securities Exchange Board of India (Listing Obligation and DisclosureRequirements) Regulations 2015.
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 Mr. S.K Gupta independent director has resigned from the board on21-10-2019 due to his health issues -
Pursuant to Regulation 17(1A) of Securities and Exchange Board of India (Listingobligations and disclosure requirements) Regulation 2015 amendment regulation notified on9th May 2018 effective from 1st 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)and Mr. K.S. Nalwaya (DIN: 01259966) have attained the age beyond 75 years consent ofshareholders by way of special resolution is proposed in the 33rd 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-4.
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 17th January 2020. 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 regulation16 of 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 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 of Directors andother 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 hasbeen followed.
ii) That the accounting policies adopted are consistently followed and thejudgments and estimates made are reasonable and prudent so as to give a true and fair viewof state 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 I the maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the Company and for preventing / detecting fraud and otherirregularities.
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 bythe Company 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 available 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 and company Chartered accountant 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
At the 30th Annual General Meeting of the Company held on 8th September2017 the members approved appointment of Dinesh Bangar & Co. (FR No 102588W ) nowknown as M/S. RHAD & Co. Chartered Accountants as Statutory Auditors of the Company tohold office for a period of five years from the conclusion of that Annual General Meetingtill the conclusion of the 35th Annual General Meeting subject to ratificationof their appointment by members at every Annual General Meeting if so required by theCompanies Act 2013. Vide notification dated May 7 2018; the Ministry of Corporate Affairshas done away with the requirement of seeking ratification of members for appointment ofauditors at every Annual General Meeting. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the 33rd 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. ND & associates Practising Company Secretary (COP No:4741) to undertakethe Secretarial Audit of the Company. Your Company has received consent Ms. ND &associates Practising Company Secretary to act as the auditor for conducting audit of theSecretarial records for the financial year ending 31st March 2021.
The Report of the Secretarial Auditor for the financial year ended 31st March 2020 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) Regulations 2015. Code of Conduct as applicable to thedirectors Key Managerial Personnel and the senior management personnel has also been putin place. Your company continues to maintain an internal control system headed by anInternal Audit Team and 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 contractual temporary trainees) are covered under this policy.Your Directors state that during the year under review there were no cases filed pursuantto the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.
19. EMPLOYEE RELATIONS
Your Directors wish to place sincere thanks 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 2020 total 67.40%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 2019-2020 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 -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 to theAudit 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. MaheshChaturvedi - Chairman 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 average net loss of Rs 262.02 lacs for last immediately precedingthree financial years the company is not required to spend on CSR activities for thefinancial year 2019-20.
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:
Details relating to deposits covered under Chapter V of the Act.
No significant or material orders were passed by the Regulators or Courts or Tribunalswhich impact the going concern status and Company's operations in future.
Issue of equity shares with differential rights as to dividend voting or otherwise.
Issue of shares (Including Sweat Equity Shares) to employees of the Company under anyScheme.
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.