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Aventus Buildcon Ltd.

BSE: 532591 Sector: Infrastructure
NSE: AVENTUS ISIN Code: INE587S01010
BSE 05:30 | 01 Jan Aventus Buildcon Ltd
NSE 05:30 | 01 Jan Aventus Buildcon Ltd

Aventus Buildcon Ltd. (AVENTUS) - Director Report

Company director report

Dear Shareholders

On behalf of the Board of Directors it is our pleasure to present the 9th Annual Report together with the Audited Statement of Accounts of AVENTUS BUILDCON LIMITED (formerly known as Ratnaakar Infrastructure Limited) for the year ended 31st March 2019.

FINANCIAL PERFORMANCE

(Amount in Rs.)

Particular For the F.Y. ended 31/03/2019For the F.Y. ended 31/03/2018
Revenue5876334/-7096177/-
Expenses1981563/-2608505/-
Net Profit/(loss) before Exceptional / 3110855/-3552779/-
Extra Ordinary Items/tax
Exceptional Items0/-0/-
Profit Before Tax3110855/-3552779/-
Tax of Previous Year0/-0/-
Current Tax808780/-2300000/-
MAT Credit0/-0/-
Deferred Tax0/-0/-
Net Profit / (Loss) after tax2302075/-1252779/-

PERFORMANCE AND OPERATIONS

During the year the revenue from operations of your Company has been decreased from Rs. 7096177/- to Rs. 5876334/-. For F.Y. 2019 your Company's profit stood at Rs. 2302075/- vis--vis Rs. 1252779/- in the previous year.

TRANSFER TO RESERVES

The company except its profits does not carry any amount to the reserves during the year.

DIVIDEND

With view to conserve the resources the directors do not recommend any dividend for the year 31st March 2019.

DEPOSITS

Your Company has not accepted any deposits during the year within the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

The details of Loans Guarantees Securities and Investments made during the financial year ended 31st March 2019 are given in the notes to the Financial Statements in compliance with the provisions of Section 186 of the Companies Act 2013 read with Companies (Meetings of Board and its Powers) Rules 2014.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company had no subsidiaries Joint Venture or Associate Company during the year under review. However the Company itself is a Subsidiary of `Nityanand Industries Private Limited'.

SHARE CAPITAL

As on 31st March 2019 the issued subscribed and paid up share capital of your Company stood at Rs. 75112880/- (Rupees Seven Crores Fifty One Lacs Twelve Thousand Eight Hundred and Eighty Only) comprising 7511288 (Seventy Five Lacs Eleven Thousand Two hundred and Eighty Eight) Equity shares of Rs.10/- each.

The Company has neither issued shares with differential voting rights nor granted any stock options or issue any sweat equity or issued any Bonus Shares. Further the Company has not bought back any of its securities during the year under review and hence no details / information invited in this respect.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act 2013 (`the Act') and rule 12(1) of the Companies (Management and Administration) Rules 2014 extract of annual return in Form MGT-9 is Annexed herewith as `Annexure A' to this Director's Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFFERED TO IN SUB-SECTION (1) OF SECTION 188

The Company has not entered into any of the Contracts or arrangements with related parties as per the provisions of sub-section (1) of section 188 of the Companies Act 2013.

DIRECTORS

As per the provisions of the Companies Act 2013 Mrs. Shilpa Shantilal Mehta retires by rotation at the forthcoming AGM and being eligible offers herself for reappointment. The Board recommends her reappointment.

The brief particulars of the Directors seeking appointment /re-appointment at this Annual General Meeting are being annexed to the Report.

Except above there is no change in constitution of Board.

KEY MANAGERIAL PERSONNEL

The following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act read with Rule 8(5)(iii) of the Companies (Accounts) Rules 2014 framed thereunder.

1. Mr. Sukhraj Mehta Managing Director

2. Mr. Paras Nemichand Shah Chief Financial Officer (CFO)

3. *Mr. Jitesh Rajput Company Secretary (CS)

* Mr. Jitesh Rajput was appointed as Company Secretary and Compliance Officer w.e.f. 18th September 2018 and Resigned w.e.f. 20th April 2019.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Act that they meet with the criteria of their Independence laid down in Section 149(6) of the Act read with SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (LODR).

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of Section 178 of the Act read with SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (LODR) the Board of Directors has carried out an annual evaluation of the performance of the Board as a whole the Directors individually and the working of the committees of the Board. The performance evaluation of the Chairman and other Non-Independent Non-Executive Directors was carried out by obtaining feedback on them from the entire Board.

DETAILS OF BOARD MEETINGS

During the Financial Year under review 09 (Nine) Board Meetings were convened and held. The intervening gap between the meetings was within the period of 120 days as prescribed under the Companies Act 2013 and SEBI Listing Regulations 2015. The details of which are given below:

24th April 2018; 30th May 2018;10th July 2018; 4thSeptember 2018; 18th September 2018;14th November 2018; 21st November 2018; 20th February 2019 and 30th March 2019.

DIRECTORS' RESPONSIBILITY STATEMENTS

Pursuant to the requirement under section 134 of the Companies Act 2013 with respect to Directors' Responsibility Statement it is hereby confirmed:

(a) In the preparation of the annual accounts for financial year ended March 31 2019 the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31 2019 and of the profit of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts for the year ended March 31 2019 on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

AUDIT COMMITTEE

Audit Committee of the Company has been constituted as follows:

S. No.NameDesignation
1.Mr. Kaushik MotaChairman
2.Mr. Ubaid ShamaMember
3.Mrs. Shilpa MehtaMember

The scope and terms of reference of the Audit Committee have been amended in accordance with the Act. All the members of the Audit Committee are financially literate. Chief Financial Officer (CFO) Statutory Auditor and Internal Auditor attend the Audit Committee meetings on invitation and the Company Secretary acts as the Secretary of the Committee.

STAKEHOLDER'S RELATIONSHIP COMMITTEE

Stakeholder's Relationship Committee of the Company has been constituted as follows:

S. No.NameDesignation
1.Mr. Kaushik MotaChairman
2.Mr.UbaidShamaMember
3.Mrs. Shilpa MehtaMember

During the year under review the Committee is constituted in line with the regulatory requirements mandated by the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (LODR).

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee has been constituted under section 178 of the Companies Act 2013. The Composition of Committee is as follows:

S. No.NameDesignation
1.Mr.KaushikMotaChairman
2.Mr. Ubaid ShamaMember
3.Mrs. Shilpa MehtaMember

All the members of the Committee are Non Executive Directors.

STATUTORY AUDITOR

M/s Rajendra C. Thakkar & Co. Chartered Accountants was appointed as the Statutory Auditors for a period of 5 years in the 7th Annual General Meeting held on 29.09.2017.

Pursuant to amendments in Section 139 of the Companies Act 2013 the requirements to place the matter relating to such appointment for ratification by members at every AGM has been omitted with effect from 7th May 2018.

STATUTORY AUDITOR REPORT

There are no qualifications reservations or adverse remarks made by M/s Rajendra C. Thakkar & Co Chartered Accountants Statutory Auditors in their report for the Financial Year ended 31st March 2019. The Report is attached hereto and is self-explanatory requiring no further elucidation.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

DETAIL OF FRAUD AS PER AUDITORS REPORT

There is no fraud in the Company during the F.Y. ended 31st March 2019. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the F.Y. ended 31st March2019.

COST AUDITOR

The Cost audit of the Company has not been conducted for the financial year 2018 -2019 as provisions of Section 148 of the Companies Act 2013 are not applicable on the Company.

INTERNAL AUDITORS

The Board of Directors of the Company has appointed a Mr. Dilip Jain Chartered Accountants as Internal Auditor to conduct the internal Audit of the Company for the Financial Year ended 31st March 2019.

SECRETARIAL AUDITORS & THEIR REPORT

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 has appointed M/s. SKJ & Associates Practicing Company Secretaries to undertake the Secretarial Audit of the Company for the year ended March 31 2019.

In terms of provisions of sub-section 1 of section 204 of the Companies Act 2013 the Company has annexed to this Board Report as `Annexure B' a Secretarial Audit Report given by the Secretarial Auditor.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report forms an integral part of this Report and gives details of the overall industry structure developments performance and state of affairs of the Company's businesses internal controls and their adequacy risk management systems and other material developments during the financial year.

Management Discussion and Analysis Report is presented in a separate section forms part of the Annual Report as Annexure C.

CORPORATE GOVERNANCE AND REPORT THEREON

Pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the compliance with the Corporate Governance provisions as specified in Regulation 17 to 27 and para C D and E of Schedule V is not applicable to the Company as the paid up share capital is less than Rs. 10 Crores and net worth is also less than Rs. 25 Crores as on the last day of previous financial year. In view of the same the Corporate Governance Report is not provided in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provision of Section 135 of the Companies Act 2013 the Company is not required to undertake Corporate Social Responsibility activities.

PARTICULARS OF EMPLOYEES

There are no employees who are receiving remuneration exceeding of Rs.8.5 lakh per month or Rs.102 lakh per annum under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Pursuant to the provisions of Section 177 (9) of the Act and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (LODR) the Company has established a Vigil Mechanism to enable the Directors and employees of the Company to report concerns of any unethical behavior violation of law or regulations or suspected fraud.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has adequate internal control procedures commensurate with the size of the Company and the nature of its business for purchase of stores raw materials components plant and machinery equipment and other assets and for the sale of goods.

The Company also has in place an Audit Committee to have a periodic over view of the internal control procedures of the Company. The Audit committee is accessible at all times to the employees of the Company for any improvement to be recommended in the procedures in place.

RISK MANAGEMENT

The Board had formulated a Risk Management Policy for dealing with different kinds of risks which it faces in day to day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate internal control systems and procedures to combat the risk. The Risk management procedure will be reviewed by the Audit Committee and Board of Directors on a Quarterly basis at the time of review of Quarterly Financial Results of the Company.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company which has occurred from the end of financial year i.e. March 31 2019 to the date of Directors Report.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

During the year under review there was no such orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished as follows:

CONSERVATION OF ENERGY

 The steps taken or impact on conservation of energy; NIL

 The steps taken by the company for utilizing alternate sources of energy; NIL

 The capital investment on energy conservation equipments; NIL

TECHNOLOGY ABSORPTION

 the efforts made towards technology absorption: NIL

 the benefits derived like product improvement cost reduction product development or import substitution: NIL

 in case of imported technology (imported during the last three years reckoned from the beginning of the financial year): NIL

a. the details of technology imported: NA

b. the year of import: NA

c. whether the technology been fully absorbed: NA

d. if not fully absorbed areas where absorption has not taken place and the reasons thereof; and the expenditure incurred on Research and Development: NA

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the period under review there was no foreign exchange earnings or out flow.

S. No.ParticularsCurrent Year
(i)Foreign exchange earningsNil
(ii)Foreign exchange outgoNil

POLICY ON SEXUAL HARASSMENT

The Company has in place a policy for prevention of sexual harassment in accordance with the requirements of the Sexual Harassment of women at workplace (Prevention Prohibition & Redressal) Act 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent contractual temporary trainees) are covered under this policy. The Company did not receive any complain during the year 2018-19.

ACKNOWLEDGEMENT

We take this opportunity to thank employees at all levels for their dedicated service and contribution made towards the sustained growth of the Company. We would also like to sincerely thank and express our gratitude to Banks Financial Institutions Shareholders and other business associates for their continued support towards conduct of efficient operations of the Company.

For and on behalf of the Board
AVENTUS BUILDCON LIMITED
(Formerly known as Ratnaakar Infrastructure Limited)
Shantilal MehtaSukhraj Mehta
Date: 06.09.2019 Chairman & DirectorManaging Director
Place: Mumbai (DIN: 00234008)(DIN: 00474066)

   

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