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Avantel Ltd.

BSE: 532406 Sector: Telecom
NSE: N.A. ISIN Code: INE005B01019
BSE 00:00 | 20 May 1145.15 13.70
(1.21%)
OPEN

1175.00

HIGH

1184.00

LOW

1135.00

NSE 05:30 | 01 Jan Avantel Ltd
OPEN 1175.00
PREVIOUS CLOSE 1131.45
VOLUME 2342
52-Week high 1459.80
52-Week low 500.00
P/E 24.21
Mkt Cap.(Rs cr) 464
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1175.00
CLOSE 1131.45
VOLUME 2342
52-Week high 1459.80
52-Week low 500.00
P/E 24.21
Mkt Cap.(Rs cr) 464
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Avantel Ltd. (AVANTEL) - Director Report

Company director report

Dear Members

Your directors have pleasure in presenting the 32nd Annual Report on the business ofyour Company together with the Audited Statements of Accounts for the financial year ended31st March 2022

1. COMPANY PERFORMANCE:

Financial Results and Performance of Your Company for the year ended on 31st March2022 on a standalone and consolidated basis is summarized below:

(In Rs Lakhs)

Particulars Standalone Consolidated
2021-22 2020-21 2021-22 2020-21
Income from Operations 10494.37 7769.60 10495.35 7769.60
Other Income 136.71 87.32 137.04 87.32
Total Income 10631.08 7856.92 10632.39 7856.92
Material Consumption Cost 5068.80 2657.08 5089.42 2657.08
Change in Inventories (400.01) 41.81 (400.01) 41.81
Employee benefit expenses 1310.63 1035.65 1326.67 1035.65
Finance Cost 151.12 151.39 151.30 151.39
Depreciation 397.19 303.15 402.79 303.15
Other expenses 1739.17 1817.49 1815.38 1817.49
Total Expenses 8266.92 6006.57 8385.56 6006.57
Profit/(Loss) - Before Tax & Exceptional Items 2364.17 1850.34 2246.65 1850.34
Current Tax 415.45 351.46 415.48 351.46
Deferred Tax 30.93 (34.49) 33.65 (34.49)
Profit/(Loss) - After Tax 1917.79 1533.37 1797.70 1533.37
Other comprehensive Income (Net Tax) (7.62) 4.28 (7.62) 4.28
Total Comprehensive Income 1910.17 1537.65 1790.08 1537.65

During the financial year 2021-22 the company has recorded a Profit (before tax) of Rs.23.64 Crores as against Rs. 18.50 Crores in the previous year with an increase in profitby 27.78% compared to previous financial year.

2. TRANSFER TO RESERVES

The Board of Directors of the Company has not recommended transfer of any amount to theGeneral Reserve for the FinancialYear ended March 31 2022.

3. DIVIDEND:

Your Directors recommend a final dividend of Rs. 4 share for the financial year202l-22.The dividend payout is subject to the approval of the members at the ensuingAnnual General Meeting.The Dividend will be paid to members whose names appear in theregister of members as on Monday the 19th day May 2022 and in respect of shares held indematerialized form it will be paid to the members whose names are furnished by NSDL andCDSL as beneficial owners as on that date.

4. DIRECTORS & KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the company Shri. Abburi Siddhartha Sagar (DIN: 02312563)Director retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment.The Board recommends the reappointment of Shri. AbburiSiddhartha Sagar (DIN: 02312563) for the consideration of the members of the company atthe ensuing annual general meeting. Brief details of Shri. Abburi Siddhartha Sagar (DIN:02312563) has been mentioned in the notice convening the Annual General Meeting at"Information pursuant to the Listing Regulations and Secretarial Standards in respectofAppointment/Re-appointment of Directors".

The tenure of Dr. A Vidyasagar Managing Director expired on 31st March 2022. Takinginto consideration his rich experience and contribution to the Company and pursuant tothe recommendation of the Nomination and Remuneration Committee the Board of Directors ofthe Company subject to the approval of the members at the ensuing AGM passed aresolution on 27th January 2022 approving the reappointment of Dr. A.Vidyasagar asManaging Director of the Company for a further period of three years with effect from 01stApril 2022 to 31st March 2025.

The tenure of Smt. Abburi Sarada (DIN: 00026543)Whole Time Director and ChiefFinancial Officer (CFO) of the company expired on 08th May 2022.Taking intoconsideration of her rich experience and contribution to the Company and pursuant to therecommendation of the Nomination and Remuneration Committee the Board of Directors of theCompany subject to the approval of the members at the ensuing AGM passed a resolution on6th May 2022 recommending the reappointment of Mrs. Abburi Sarada (DIN: 00026543) asWhole-time Director of the Company for a further period of Three years with effect from08th May 2022 to 08th May 2025.

5. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declarations from each Independent director under149(7) of the Companies Act 2013 that they meet the criteria of Independence laid downunder section 149(6) of the Companies Act 2013.

6. MEETINGS OF THE BOARD

The Board met Four times during the financial year 2021-22 viz. on24.04.202115.07.202128.10.2021and 27.0l.2022.The maximum interval between any twomeetings did not exceed 120 days.

7. SUBSIDIARIES/ASSOCIATES COMPANIES/ JOINTVENTURES:

The Subsidiary Companies situated in India continue to contribute to the overall growthin revenues and overall performance of the Company.As of 31st March 2022 your Company hadthe followingWholly Owned Subsidiary:

1. M/s. Imeds Global Private Limited

PERFORMANCE OF SUBSIDIARIES

In accordance with the provisions of Section 129(3) of the Companies Act 2013Consolidated Financial Statements of the Company forms part of the Annual Report. Astatement containing the salient features of the financial statements of the SubsidiaryCompany for the financial year ended 31st March 2022 in Form AOC-1is set out In Rs.‘Annexure I" and forms part of this report.

8. RELATED PARTYTRANSACTIONS:

Related party transactions entered during the financial year under review are disclosedin Note No. 36 of the Financial Statements of the Company for the financial year ended31st March 2022.These transactions entered were at an arm's length basis and in theordinary course of business. There were no materially significant related partytransactions with the Company's Promoters Directors Management or their relatives whichcould have had a potential conflict with the interests of the Company. Form AOC-2containing the note on the aforesaid related party transactions is enclosed herewith as Annexure-VII.

The Policy on the Related Party Transactions as approved by the Board is uploaded onthe website of the Company.

9. CONSERVATION OF ENERGYTECHNOLOGY ABSORPTION FOREIGN EXCHANGE OUTGO:

Information required under section 134(3) (m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is enclosed herewith as Annexure- III.

10. STATUTORY AUDITORS:

M/s. Grandhy & Co Chartered Accountants who were appointed as the statutoryauditors of the company at the 31st Annual General Meeting (AGM) held on June 052021 tohold office till the conclusion of the ensuing 36th AGM. The term of the said StatutoryAuditors shall expire at the ensuing 36th Annual General Meeting of the company.

Further pursuant to Section 139 of the Companies Act 2013 read with the Companies(Audit and Auditors) Rules 2014 M/s. Grandhy & Co Chartered Accountants beingeligible offer themselves for re-appointment for a term of 5 (Five) years in accordancewith the provisions of Sec. 139 of the Companies Act 2013 and the rules made there under.The Company has also received written consent from the Auditors and a confirmation to theeffect that their re-appointment if made would be within the limits prescribed under theSection 141of the Companies Act 2013 and the rules made there under.

Accordingly the appointment of M/s. Grandhy & Co Chartered Accountants as thestatutory auditors of the Company at a remuneration of Rs. 325000/- per annum plus outof pocket expenses and taxes at the applicable rates is hereby placed before theshareholders for their approval.

11. AUDITOR'S REPORT

There are no qualifications reservations or adverse remarks made by M/s. Grandhy &Co. Chartered Accountants Statutory Auditors in their report for the FinancialYear ended31st March 2022.

The Statutory Auditors have not reported any incident of fraud to the Audit Committeeof the Company under sub-section (12) of section 143 of the Companies Act 2013 duringthe year under review.

12. INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has appointedM/s. Ramesh & Co. Chartered Accountants Hyderabad as the Internal Auditors of yourCompany. The Internal Auditors are submitting their reports on quarterly basis.

13. SECRETARIAL AUDITORS:

M/s. P S Rao & Associates Practising Company Secretaries were appointed to conductthe Secretarial Audit of the Company for the financial year 2021-22 as required underSection 204 of the Companies Act 2013 and Rule 9 there-under. The secretarial auditreport for F.Y. 2021-22 forms part of this Report as Annexure- IV.

14. SECRETARIAL AUDIT REPORT

There are no qualifications reservations or adverse remarks made by M/s. P S Rao &Associates Practising Company Secretaries in their report for the FinancialYear ended31st March 2022.

15. RISK MANAGEMENT POLICY

The Company has developed and implementing a risk management policy which includes theidentification therein of elements of risk which in the opinion of the board may threatenthe existence of the Company.

16. CORPORATE SOCIAL RESPONSIBILITY (CSR):

As part of the Corporate Social Responsibility initiative the Company has spent anamount of Rs. 2937343/- (RupeesTwenty Nine Thirty Seven Thousand Three Hundred FortyThree Only) towards the various CSR activities during the financial year 2021-22. A reporton CSR Activities as required under Rule 9 of the Companies (Corporate SocialResponsibility) Rules 2014 is enclosed herewith as Annexure -V.

The Company has adopted Corporate Social Responsibility Policy in line withSchedule-VII of Companies Act 2013 containing the activities to be undertaken by theCompany as part of its CSR programs. The CSR Policy is disclosed on the website of theCompany www.avantel.in.

Composition of Corporate Social Responsibility Committee:

Smt.A Sarada - Chairperson
Shri. N Naveen - Member
Shri.Y Kishore - Member

17. COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of the Company comprises the following Members

Shri. N. Naveen - Chairman
Shri.Y. Kishore - Member
Shri. E.B.V Ramana Gupta - Member
Shri. M. Narayana Rao - Member

All the recommendations made by the Audit Committee of the Company have been consideredand accepted by the Board of Directors of the Company.

18. FORMAL ANNUAL EVALUATION OF PERFORMANCE OF THE MEMBERS OF THE BOARD AND COMMITTEES

One of the key functions of the Board is to monitor and review the board evaluationframework.The Board works with the nomination and remuneration committee to lay down theevaluation criteria for the performance of executive / nonexecutive / independentdirectors through peer-evaluation excluding the director being evaluated through a Boardeffectiveness survey. The questionnaire of the survey is a key part of the process ofreviewing the functioning and effectiveness of the Board and for identifying possiblepaths for improvement. Each Board member is requested to evaluate the effectiveness of theBoard dynamics and relationships information flow decision-making of the directorsrelationship to stakeholders company performance company strategy and the effectivenessof the whole Board and its various committees on a scale of one to five. Feedback on eachdirector is encouraged to be provided as part of the survey.

Independent directors have three key roles: -governance control and guidance. Some ofthe performance indicators based on which the independent directors are evaluated include:

• Ability to contribute by introducing international best practices to addresstop-management issues

• Active participation in long-term strategic planning

• Commitment to the fulfillment of a director's obligations and fiduciaryresponsibilities; these include participation in Board and committee meetings.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc.The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process.

19. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place an Internal Control System commensurate with the size scaleand complexity of its operations. During the year such controls were tested and noreportable material weaknesses in the design or operation were observed.

20. NOMINATION AND REMUENRATION POLICY:

A committee of the Board named as "Nomination and Remuneration Committee" hasbeen constituted to comply with the provisions of section 178 of Companies Act 2013 andRegulation 19 of SEBI (LODR) Regulations 2015 to recommend a policy of the Company ondirectors' appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters and toframe proper systems for identification appointment of Directors & KMPs Payment ofRemuneration to them and Evaluation of their performance and to recommend the same to theBoard from time to time. The policy is also posted in the investors section of thecompany's website.

21. FIXED DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interestwas outstanding as on the date of the Balance sheet.

22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of the Loans guarantees and investments covered under Section 186 of theCompanies Act 2013 if any are given in the notes to the financial statements pertainingto the year under review.

23. POLICY ON SEXUAL HARASSMENT:

The company has adopted policy on prevention of sexual harassment of women at workplacein accordance with The Sexual Harassment ofWomen atWorkplace (Prevention Prohibition andRedressal) Act 2013.

During the financial year ended March 31 2022 the company has not received anycomplaints pertaining to sexual harassment.

24. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act 2013Your Directors confirm that:

i) In preparation of annual accounts for the financial year ended 31st March 2022 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures;

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the state of affairs of the Company at the end of the financial year ended31st March 2022 and of the profit and loss of the Company for the year;

iii) The Directors have taken proper and sufficient care for their maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) The Directors had prepared the annual accounts on a 'going concern' basis;

v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

vi) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

25. VIGIL MECHANISM:

The Company has a Whistle Blower Policy framed to deal with instance of fraud andmismanagement if any in the Company. The details of the Policy are posted on the websiteof the Company www.avantel.in on the following linkhttp://www.avantel.in/inversteinfo.php

26. EXTRACT OF ANNUAL RETURN:

The Annual Return of the company is placed on the website of the Company www.avantel.inon the following link http://www.avantel.in/inversteinfo.php.

27. STATE OF AFFAIRS OFTHE COMPANY

The State of Affairs of the Company is presented as part of Management Discussion andAnalysis Report forming part of this Report.

28. MANAGEMENT DISCUSSIONAND ANALYSIS:

Pursuant to Regulation 34 (2) (e) of SEBI (LODR) Regulations 2015 a report onManagement Discussion & Analysis is herewith annexed as Annexure-VI.

29. CORPORATE GOVERNANCE REPORT:

Pursuant to Regulation 34 read with Schedule V of SEBI (LODR) Regulations 2015 areport on Corporate Governance is herewith annexed as Annexure-VII.

30. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 (12) read with Rule 5 (1) & (2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company is herewith annexed as Annexure-VIII.

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company does not have any employee who is employed throughoutthe financial year and in receipt of remuneration of Rs. 120 Lakhs or more or employeeswho are employed for part of the year and in receipt of Rs. 8.50 Lakhs or more per month.

The Company does not have any employee who is employed throughout financial year orpart thereof who was in receipt of remuneration in financial year under review which inaggregate or as the case may be at a rate which in the aggregate is in excess of thatdrawn by the Managing Director or Whole-time director and holds by himself or along withhis spouse and dependent children not less than 2% of the equity shares of the Company.

31. HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees.The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of the employees isthe driving force behind the Company's vision.Your Company appreciates the spirit of itsdedicated employees.

32. SIGNIFICANT AND MATERIAL ORDERS PASSED BYTHE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts/ Tribunalswhich would impact the going concern status of the Company and its future operations.

33. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no Material Changes and Commitments Affecting the Financial Position of theCompany.

34. ACKNOWLEDGMENT AND APPRECIATION:

Your Directors take this opportunity to thank the customers shareholders suppliersbankers business associates for their consistent support and continued encouragement tothe Company.

Further your Directors convey their appreciation for the wholehearted and committedefforts by all its employees.

Your Directors gratefully acknowledge the ongoing co-operation and support provided bythe Central and State Governments Stock Exchanges SEBI RBI and other Regulatory Bodies.

By order of the Board of Directors For Avantel Limited
Place: Hyderabad Sd/- Abburi Vidyasagar
Chairman & Managing Director DIN: 00026524
Date: 06th May 2022

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