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ATV Projects India Ltd.

BSE: 500028 Sector: Engineering
NSE: ATVPROJ ISIN Code: INE447A01015
BSE 00:00 | 04 Jul 8.38 -0.24
(-2.78%)
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NSE 05:30 | 01 Jan ATV Projects India Ltd
OPEN 8.80
PREVIOUS CLOSE 8.62
VOLUME 17521
52-Week high 17.75
52-Week low 6.48
P/E 11.80
Mkt Cap.(Rs cr) 45
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 8.80
CLOSE 8.62
VOLUME 17521
52-Week high 17.75
52-Week low 6.48
P/E 11.80
Mkt Cap.(Rs cr) 45
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

ATV Projects India Ltd. (ATVPROJ) - Director Report

Company director report

TO THE MEMBERS

Your Directors are pleased to present the 34th Report together with the AuditedStatement of Accounts for the year ended 31st March 2021.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

Particulars Year Ended (31-03-2021) Year Ended (31-03-2020)
Revenue from operations 3381.01 3774.35
Other Income 30.19 5.51
Total Revenue 3411.20 3779.86
Profit / (Loss) before exceptional items and Tax 301.70 279.29
Exceptional Items 439.32 0
Profit before tax 741.02 279.29
Tax Expenses (Net) 49.78 34.07
Profit after Tax 691.24 245.22
Other comprehensive income (559.60) 0
Total Comprehensive income/ Profit for the year 131.64 245.22
Balance Profit carried to Balance Sheet 2590.06 2458.42

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 2021 was Rs. 75 croresdivided into 7 5000000 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 31st March 2021remained Rs.5255.57 lacs. During the year under review the Authorized Issued Subscribedand Paid up capital of the company remained unchanged.

3. DIVIDEND

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 planning to install a VTL (Vertical Turret Lathe) at the earliest.

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: All major formalities are completed including shop audit byInspection Team for meeting the enlistment criteria. We are expecting the approval within3-4 weeks.

Enlistment with PDIL: Document submission and replies to queries raised till date hadbeen completed. Internally PDIL Vendor Development team has forwarded the approval fileto their Inspection Department for carrying out shop audit.

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 can expect good business in the coming years in view of huge investment envisaged inthe hydrocarbon sector. Investment of approximate 6500 to 70000 crores is expected forGreenfield Barmer Refinery in Rajasthan and brown field expansion project in Vadodara andMathura Refineries in view of stringent norms laid down by Govt. of India All Powerplants have to install Desulfurization (FGD) and De Nox system to ensure compliances. FGDPlants required lot of shop fabricated Tank and we have already started receivingenquiries from Doosan ISGEC & GE Power Industries. Most of the plants will eitherinstalled by NTPC or State Electricity Board in the next 4 to 5 years which will generatelot of business of our interest.

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/sFLS midth Private Limited M/s Humboldt Wedag India Pvt Ltd. etc. in the financial year of2021-22 for manufacturing of the various equipment:

New business initiative:

Cement

New companies like Loesche and Pfifferhave been contacted to get enquiries formillstand and certain mechanical equipment for Coal mill.

Enquiry has already been received for mill stand from loesche and efforts are on to getenquiries from Pfiffer.

Based on the new projects under execution / up gradation & renovation projects inHydrocarbon & Minerals industries new clientele base is developed namely IOCLPanipat Unit IOCL Vadodara IOCL + CPCL Nagapattinam Refinery (TN) The Kerala Minerals& Metals Ltd (KMML) L&T Vadodara (Hydrocarbon Division) (Rajasthan Refinery)Tata projects (Rajasthan Refinery) Praj Industries etc.

Vendor Assessment of our manufacturing unit by M/s Adani Ports & Sez Limited / HoweEngineering Projects (India) Pvt. Ltd by their Third Party Inspection Agency (TataProjects & Consulting Engineers) has been successfully completed there inquiries areexpected soon for manufacturing of various equipment.

Survey of our manufacturing unit by M/s The Kerala Minerals & Metals Ltd by theirThird Party Inspection Agency (M/s BVIS) was expected in the month of March-2021 delayeddue to pandemic / lockdown issues.

Railways

After obtaining DRDO's approval for fabrication of heavy steel Girders railwaybridges negotiation are on which several companies for fabrication of railway bridges.

Company has recently received order of 2750 MT of bridges which one bridge has dulysupplied for PWD Govt. of Goa having Weight of 239 MT and one other bridge has beensupplied to Udhampur having weight of 150 MT. The manufacturing weight likely to approx200MT per month which is expected to grow to approx 500MT per month in the near future.

The regular business of Railway Bridges will ensure no gap in our shop and once thelearning period is over then we can execute more order with higher productivity.

Registration with some of the Indian Railways production unit may also yield businessfor Fabrication & Supply of component primarily for rolling stocks.

Effort are already on way to get company registered with CORE Allahabad forManufacturing and supply of fabricated MAST which will be required for electrification of36000km of railway tracks. There is a move to electrify all the railway tracks by 2021 andMAST will be major fabricated required for the electrification project.

Steel

Major MNCs operating in steel sector like SMS Prime metals Paul Wurth Danieli Corusand PP Rolling Mill have been approached to get enquiries for equipment such as CycloneHoppers Tanks Ladle Mill Stand and Cooling beds.

Audit visit has been conducted by Paul Wurth and Danieli Corus based on which enquiryhas been received and our offers are under client's active consideration.

An agreement in principal has been reached with Korus Engineering solutions for jointbidding of EPC project in African countries for Mini steel and TMT bar plants.

We also have Plan to visit integrated steel plant for generation of enquiry forequipment of our interest which they require for replacement purpose.

Power

Based on our initiatives we have received a number of enquiries from Doosan ISGEC andGE power industries for various types of shop fabricated tanks for FGD projects beingexecuted by them for either NTPC or their other customers.

Quality audit was conducted by the Doosan based on which equipment enquiry was issuedto us and 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 and future FGD projects executed by them.

Mandatory approval of NTPC will be arranged by our Prime bidders based on ourcredentials.

In this business environment we see continuous increase of business turnover of ourcompany.

New business collaboration

We are exploring various options for tie up with a technology provider for ethanol forIndian and African markets to execute project in India and Africa. Indian governmentpolicy to increase ethanol blending from existing approx. 5 to 20% will generate lot ofbusiness in this sector.

Tie up with Engineering Consultant like Korus engineering solutions may also open a lotof business opportunities for Seftech and ATV projects by joint bidding for EPC projectsin 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) and Mr. Harish Chandra Gupta wholetimeDirector (DIN: 02237957) are permanent directors.

Mr. K.S. Nalwaya (DIN: 01259966) and Mr. Hem Prakash Sharma (appointed as Additionaldirector on 10.11.2020) (DIN: 08897941) are Independent Directors. Mrs. Payal Sanghavi(DIN-08133682) is non executive non independent woman director. Under Section 149150152read with Schedule IV of the Companies (Appointment and Qualification of Directors) Rule2014 and other applicable provisions of Companies Act 2013Based on recommendations ofNomination and Remuneration Committee in its meeting held on May 17 2021 and the Board ofDirectors at their meeting held on May 17 2021recommended regularization of Mr. HemPrakash Sharma (DIN: 08897941) as an Independent Director for a period of 3 years who wasappointed as an Additional Director in Board of Director meeting held on 10.11.2020consent of shareholders by way of ordinary resolutio is proposed in the 34th AnnualGeneral Meeting.

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. Hem Prakash Sharma (DIN: 08897941)have attained the age of 75 years consent of shareholders by way of special resolution isproposed in the 34th Annual General Meeting.

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.

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. Nitin Wagh Independent director ceased to be Director as he hadremained absent from all the meetings of the Board of Directors held during the period oftwelve months pursuant to Section 167(1) (b) of the Companies Act 2013.

Mr. S.P. Banerjee (DIN-01995658-Independent Director) ceased to be director of thecompany w.e.f. 26.04.2021 due to his untimely sudden death. The board members place onrecord a deep appreciation for the valuable services rendered by Mr. S.P. Banerjee duringhis tenure as a Director of the Company.

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-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 12th January 2021. 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 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 have 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 miss 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 uploaded on the website of the Company. The web link 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

At the 30th Annual General Meeting of the Company held on 8th September 2017 themembers approved appointment of Dinesh Bangar & Co. (FR No 102588W ) now known as M/S.RHAD & Co. Chartered Accountants as Statutory Auditors of the Company to hold officefor a period of five years from the conclusion of that Annual General Meeting till theconclusion of the 35th Annual - General Meeting subject to ratification of theirappointment by members at every Annual General Meeting if so required by the Companies Act2013. Vide notification dated May 7 2018 the Ministry of Corporate Affairs has done awaywith the requirement of seeking ratification of members for appointment of auditors atevery Annual General Meeting. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the 34th 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) 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 2021 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 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 31stMarch 2021 total 67.44%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 2020-2021 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 -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 Mr. S.P. Banerjee (Ceased to be director w.e.f. 26.04.2021) andMr. K.S.Nalwaya are its Members.The Composition of CSR Committee is in accordance with theprovisions of Section 135 of the Companies Act 2013 and the Companies (Corporate SocialResponsibility Policy) Rules 2014. The Company had average net loss of Rs -109.59lacs forlast immediately preceding three financial years the company is not required to spend onCSR activities for the financial year 2020-21.

28. GENERAL

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 report is placed on ourwebsite.

29. ACKNOWLEDGMENT

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

(DIN: 00086331)

Place: Mumbai

Dated: May 17 2021

.