Dear Members
The Directors have pleasure in presenting before you the Annual Report
of the Company together with the Audited Statements of Accounts for the
year ended 31st March, 2015.
1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS,
STATE OF AFFAIRS:
(in Rs.)
Particular 2014-2015 2013-2014
Gross Income 2,44,86,601 5,47,47,590
Profit Before Interest and Depreciation 7,33,098 3,14,748
Finance Charges - -
Gross Profit 7,33,098 3,14,748
Provision for Depreciation 911 1,073
Net Profit Before Tax 7,33,098 3,14,748
Provision for Tax 2,27,105 1,01,406
Net Profit After Tax 5,05,993 2,13,342
During the year under review, the Company has recorded an income of Rs.
2,44,86,601 and the profit of Rs. 5,05,993 in financial year 31.03.2015
as against the income of Rs. 5,47,47,590 and net profit of Rs. 2,13,342
in the previous financial year ending 31.03.2014.
2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
The Company is under the process of shifting of its registered office
from the present address to State of Telangana and has filed forms with
the ROC.
3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
During the period under review and the date of Board's Report there was
no change in the nature of Business.
4. DIVIDEND:
Your Directors have not recommended dividend for the year.
5. BOARD MEETINGS:
The Board of Directors met 8 times respectively on 30.05.2014,
08.08.2014, 25.08.2014, 14.11.2014, 27.12.2014, 29.01.2015, 14.02.2015
and 27.03.2015 during this financial year.
6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:
During the year, Mr. Omprakash Kovuri was appointed as an Additional
Director of the Company w.e.f. 01.12.2014, Mr. Venkataramana Sanapala
Reddy, Mr. Kachipuram Srikanth, Mr. Varra Chinnapu Reddy, Mrs. Burugu
Srilatha and Mr. Ramachandra Murthy Adiraju were appointed as
Additional Directors of the Company w.e.f. 27.03.2015.
Mr. Narendra Yadagiri Vila, Mr. Kathirvel Kasthuri, Mr. Narendra
Yadagiri Vila, Ms. Sneha Bindra and Mr. Naveen Bellam Konda resigned
from the office of Directorship citing personal reasons during the
year. The Board places on record its sincere appreciation for the
valuable services rendered by them during their tenure as directors of
the Company.
The Board of Directors of the Company has decided to adopt the
provisions with respect to appointment and tenure of Independent
Directors which is consistent with the Companies Act, 2013 and the
amended Listing Agreement. With the changes in the Companies Act, the
Company would not have the upper age limit of retirement of Independent
Directors from the Board and their appointment will be governed by the
provisions of Companies Act, 2013. In line with the requirements of the
Companies Act, 2013, it is therefore proposed to appoint the
Independent Directors on the Board of the Company for a term up to five
consecutive years. A brief profile of proposed Independent Directors,
including nature of their expertise, is provided in this Annual Report.
Notices have been received from Member proposing candidature of the
Directors namely Mr. Venkataramana Sanapala, Mr. Kachipuram Srikanth,
Mr. Varra Chinnapu Reddy and Mrs. Burugu Srilatha for the office of
Independent Directors of the Company. In the opinion of the Board, they
fulfil the conditions specified in the Companies Act, 2013 and the
Rules made there under for appointment as Independent Directors of the
Company. A copy of the draft Letter of Appointment for Independent
Directors, setting out terms and conditions of their appointment, is
available for inspection at the Registered Office of the Company during
business hours on any working day and is also available on the website
of the Company www.abhishekinfra.co.in
In accordance with the Companies Act, 2013 read with Articles of
Association of the company the Director, namely Mr. G. Madhusudhana
retires by rotation and being eligible, offers himself for
re-appointment at this ensuing Annual General Meeting. Your Directors
recommend his re-appointment.
During the year, Mr. Ramachandra Murthy Adiraju was appointed as CFO of
the Company w.e.f. 27.03.2015.
POLICY FOR SELECTION OF DIRECTORS AND DETERMINING
DIRECTORS' INDEPENDENCE
1. Scope:
This policy sets out the guiding principles for the Nomination &
Remuneration Committee for identifying persons who are qualified to
become Directors and to determine the independence of Directors, in case
of their appointment as independent Directors of the Company.
2. Terms and References:
2.1 "Director" means a director appointed to the Board of a Company.
2.2 "Nomination and Remuneration Committee means the committee
constituted in accordance with the provisions of Section 178 of the
Companies Act, 2013 and clause 49 of the Equity Listing Agreement.
2.3 "Independent Director" means a director referred to in sub-section
(6) of Section 149 of the Companies Act, 2013 and Clause 49(II)(B) of
the Equity Listing Agreement.
3. Policy:
Qualifications and criteria
3.1.1 The Nomination and Remuneration Committee, and the Board, shall
review on annual basis, appropriate skills, knowledge and experience
required of the Board as a whole and its individual members. The
objective is to have a board with diverse background and experience
that are relevant for the Company's operations.
3.1.2 In evaluating the suitability of individual Board member the HRNR
Committee may take into account factors, such as:
* General understanding of the company's business dynamics, global
business and social perspective;
* Educational and professional background
* Standing in the profession;
* Personal and professional ethics, integrity and values;
* Willingness to devote sufficient time and energy in carrying out
their duties and responsibilities effectively.
3.1.3 The proposed appointee shall also fulfill the following
requirements:
* shall possess a Director Identification Number;
* shall not be disqualified under the companies Act, 2013;
* shall Endeavour to attend all Board Meeting and Wherever he is
appointed as a Committee Member, the Committee Meeting;
* shall abide by the code of Conduct established by the company for
Directors and senior Management personnel;
* shall disclose his concern or interest in any company or companies or
bodies corporate, firms, or other association of individuals including
his shareholding at the first meeting of the Board in every financial
year and thereafter whenever there is a change in the disclosures
already made;
* Such other requirements as may be prescribed, from time to time,
under the companies Act, 2013, Equity listing Agreements and other
relevant laws.
3.1.4 The Nomination & Remuneration Committee shall evaluate each
individual with the objective of having a group that best enables the
success of the company's business.
3.2 criteria of independence
3.2.1 The Nomination & Remuneration Committee shall assess the
independence of Directors at time of appointment/ re-appointment and
the Board shall assess the same annually. The Board shall re- assess
determinations of independence when any new interest or relationships
are disclosed by a Director.
3.2.2 The criteria of independence, as laid down in companies Act, 2013
and Clause 49 of the Equity Listing Agreement, is as below:
An independent director in relation to a company, means a director
other than a managing director or a whole-time director or a nominee
director-
a. Who, in the opinion of the Board, is a person of integrity and
possesses relevant expertise and experience;
b. (i) who is or was not a promoters of the company or its holding,
subsidiary or associate company;
(ii) Who is not related to promoters or directors the company its
holding, subsidiary or associate company
c. Who has or had no pecuniary relationship with the company, its
holding, subsidiary or associate company, or their promoters, or
director, during the two immediately preceding financial year or during
the current financial year;
d. None of whose relative has or had pecuniary relationship or
transaction with the company, its holding, subsidiary or associate
company, or their promoters, or directors, amounting to two per cent or
more of its gross turnover or total income or fifty lakh rupees or such
higher amount as may be prescribed, whichever is lower, during the two
immediately preceding financial year or during the current finance
year;
e. Who, neither himself nor any of his relative-
(i) Holds or has held the position of a key managerial personnel or is
or has been employee of the or associate company in any of the three
financial years immediately preceding the finance year in which he is
proposed to be appointed;
(ii) Is or has been an employee or proprietor or a partner, in any of
the three financial year immediately preceding the finance year in which
he is proposed to be appointed of-
(A) a firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate
company; or
(B) any legal or a consulting firm that has or had any transaction with
the company, its holding subsidiary or associate company amounting to
ten per cent or more of the gross turnover of more of the gross
turnover of such firm;
(iii) holds together with his relatives two per cent or more of the
total voting power of the company; or
(iv) is a chief Executive or director, by whatever name called, of any
non- profit organization that receives twenty-five per cent or more of
its receipt from the company any of its promoters , directors or its
holding subsidiary or associate company or that holds two per cent or
more of the total voting power of the company; or
(v) is a material supplier, service provider or customer or a lessor or
lessee of the company.
f. Shall possess appropriate skills experience and knowledge in one or
more field of finance , law management, sales, marketing
administration, research, corporate governance, technical operations,
corporate social responsibility or this disciplines related to the
company's business.
g. Shall possess such other qualifications as may be prescribed from
time to time, under the companies Act, 2013.
h. Who is not less than 21 years of age
3.2.3 The independent Director shall abide by the "code for independent
Directors "as specified in Schedule IV to the Companies Act, 2013.
3.3 other directorships/ committee memberships
3.3.1 The Board members are expected to have adequate time and
expertise and experience to contribute to effective Board performance
Accordingly, members should voluntarily limit their directorships in
other listed public limited companies in such a way that it does not
interfere with their role as director of the company. The Nomination &
Remuneration Committee shall take into account the nature of , and the
time involved in a director service on other Boards, in evaluating the
suitability of the individual Director and making its recommendations
to the Board.
3.3.2 A Director shall not serve as director in more than 20 companies
of which not more than 10 shall be public limited companies.
3.3.3 A Director shall not serve an indecent Director in more than 7
listed companies and not more than 3 listed companies in case he is
serving as a whole-time Director in any listed company.
3.3.4 A Director shall not be a member in more than 10 committee or act
chairman of more than 5 committee across all companies in which he
holds directorships.
For the purpose of considering the limit of the committee, Audit
committee and stakeholder's relationship committee of all public
limited companies, whether listed or not, shall be included and all
other companies including private limited companies, foreign companies
and companies under section 8 of the companies Act, 2013 shall be
excluded.
Remuneration policy for Directors, key managerial personnel and other
employees
1. Scope:
1.1 This policy sets out the guiding principles for the Nomination and
Remuneration committee for recommending to the Board the remuneration
of the directors, key managerial personnel and other employees of the
company.
2. Terms and Reference:
In this policy the following terms shall have the following meanings:
2.1 "Director" means directors appointed to the Board of the company.
2.2 "key managerial personnel" means
(i) The Chief Executive Office or the managing director or the manager;
(ii) The company secretary;
(iii) The whole-time director;
(iv) The Chief Financial Officer; and
(v) Such other office as may be prescribed under the companies Act,
2013
2.3 "Nomination and Remuneration committee" means the committee
constituted by Board in accordance with the provisions of section 178 of
the companies Act,2013 and clause 49 of the Equity Listing Agreement.
3. Policy:
3.1 Remuneration to Executive Director and key managerial personnel
3.1.1 The Board on the recommendation of the Nomination and
Remuneration (NR) committee shall review and approve the remuneration
payable to the Executive Director of the company within the overall
approved by the shareholders.
3.1.2 The Board on the recommendation of the Nomination & Remuneration
committee shall also review and approve the remuneration payable to the
key managerial personnel of the company.
3.1.3 The remuneration structure to the Executive Director and key
managerial personnel shall include the following components:
(i) Basic pay
(ii) Perquisites and Allowances
(iii) Stock Options
(iv) Commission (Applicable in case of Executive Directors)
(v) Retrial benefits
(vi) Annual performance Bonus
3.1.4 The Annual plan and Objectives for Executive committee shall be
reviewed by the HRNR committee and Annual performance Bonus will be
approved by the committee based on the achievement against the Annual
plan and Objectives.
3.2 Remuneration to Non - Executive Directors
3.2.1 The Board, on the recommendation of the Nomination & Remuneration
Committee, shall review and approve the remuneration payable to the Non
- Executive Directors of the Company within the overall limits approved
by the shareholders.
3.2.2 Non - Executive Directors shall be entitled to sitting fees
attending the meetings of the Board and the Committees thereof.
3.3. Remuneration to other employees
3.3.1. Employees shall be assigned grades according to their
qualifications and work experience, competencies as well as their roles
and responsibilities in the organization. Individual remuneration shall
be determined within the appropriate grade and shall be based on
various factors such as job profile skill sets, seniority, experience
and prevailing remuneration levels for equivalent jobs.
7. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received necessary declaration from Mr. Venkataramana
Sanapala, Mr. Kachipuram Srikanth, Mr. Varra Chinnapu Reddy and Mrs.
Burugu Srilatha the Independent Directors of the Company, under Section
149(7) of the Companies Act, 2013 that the Independent Directors of the
Company meet with the criteria of their Independence laid down in
Section 149(6). (Format Annexure II)
8. COMPOSITION OF AUDIT COMMITTEE:
I) The Audit Committee of the Company is constituted in line with the
provisions of Clause 49 of the Listing Agreements with the Stock
Exchanges read with Section 177 of the Companies Act, 2013.
II) The terms of reference of the Audit Committee include a review of
the following:
* Overview of the Company's financial reporting process and disclosure
of its financial information to ensure that the financial statements
reflect a true and fair position and that sufficient and credible
information is disclosed.
* Recommending the appointment and removal of external auditors,
fixation of audit fee and also approval for payment for any other
services.
* Discussion with external auditors before the audit commences, of the
nature and scope of audit as well as post-audit discussion to ascertain
any area of concern.
* Reviewing the financial statements and draft audit report including
quarterly / half yearly financial information.
* Reviewing with management the annual financial statements before
submission to the Board, focusing on:
1. Any changes in accounting policies and practices;
2. Qualification in draft audit report;
3. Significant adjustments arising out of audit;
4. The going concern concept;
5. Compliance with accounting standards;
6. Compliance with stock exchange and legal requirements concerning
financial statements and
7. Any related party transactions
* Reviewing the company's financial and risk management's policies.
* Disclosure of contingent liabilities.
* Reviewing with management, external and internal auditors, the
adequacy of internal control systems.
* Reviewing the adequacy of internal audit function, including the
audit character, the structure of the internal audit department,
approval of the audit plan and its execution, staffing and seniority of
the official heading the department, reporting structure, coverage and
frequency of internal audit.
* Discussion with internal auditors of any significant findings and
follow-up thereon.
* Reviewing the findings of any internal investigations by the internal
auditors into the matters where there is suspected fraud or irregularity
or a failure of internal control systems of a material nature and
reporting the matter to the Board.
* Looking into the reasons for substantial defaults in payments to the
depositors, debenture holders, shareholders (in case of non-payment of
declared dividends) and creditors.
* Reviewing compliances as regards the Company's Whistle Blower Policy.
III) The previous Annual General Meeting of the Company was held on
22.09.2014 and Chairman of the Audit Committee, attended previous AGM.
IV) The composition of the Audit Committee and the attendance of each
member of the Audit Committee are given below:
The Company has complied with all the requirements of Clause 49 (II)
(A) of the Listing Agreement relating to the composition of the Audit
Committee. During the financial year 2014-2015, (4) four meetings of
the Audit Committee were held on the 30.05.2014, 07.08.2014, 14.11.2014
and 14.02.2015.
The details of the composition of the Committee and attendance of
Name Designation Category
*Mr. V Narendra Chairman NED (I)
*Mr. Venkataramana Sanapala Member NED (I)
*Mr. Varra Chinnapureddy Member NED (I)
*Mrs. Sneha Bindra Member NED (I)
*Mr. K Kasthuri Member ED (Professional)
*Mr. Kachipuram Srikanth Chairman NED (I)
Name No. of No. of
meetings meetings
held attended
*Mr. V Narendra 4 4
*Mr. Venkataramana Sanapala 1 1
*Mr. Varra Chinnapureddy 1 1
*Mrs. Sneha Bindra 4 4
*Mr. K Kasthuri 4 4
*Mr. Kachipuram Srikanth 1 1
* Resigned w.e.f. 27.03.2015
* Resigned w.e.f. 29.01.2015
* Appointed w.e.f. 27.03.2015
NED (I): Non Executive Independent Director
Terms of reference:
The main term of reference of the Committee is to approve the
fixation/revision of remuneration of the Managing Director/Whole Time
Director of the Company and while approving:
* To take into account the financial position of the Company, trend in
the industry, appointee's qualification, experience, past performance,
past remuneration etc.
* To bring out objectivity in determining the remuneration package
while striking a balance between the interest of the Company and the
Shareholders.
Remuneration Policy:
The objectives of the remuneration policy are to motivate Directors to
excel in their performance, recognize their contribution and retain
talent in the organization and reward merit.
The remuneration levels are governed by industry pattern,
qualifications and experience of the Directors, responsibilities
shouldered, individual performance etc.
None of the Director is drawing any Commission, Perquisites, Retirement
benefits etc
VI. STAKEHOLDERS RELATIONSHIP COMMITTEE
A.) Composition, meetings and the attendance during the year:
The Details of composition of the Committee are given below:
Name Designation Category
*Mr. V Narendra Chairman Chairman
*Mrs. Sneha Bindra Member Member
*Mr. Naveen Bellam Konda Member Member
*Mr. Venkataramana Sanapala Member Member
*Mr. Kachipuram Srikanth Member Member
*Mr. Varra Chinnapu Reddy Chairman Chairman
* Resigned w.e.f. 27.03.2015
* Resigned w.e.f. 29.01.2015
* Appointed w.e.f. 14.02.2014
NED (I) : Non Executive Independent Director
B.) Powers:
The Committee has been delegated with the following powers:
* to redress shareholder and investor complaints relating to transfer
of shares, Dematerialization of Shares, non-receipt of Annual Reports,
non-receipt of declared dividend and other allied complaints.
* to approve, transfer, transmission, and issue of duplicate / fresh
share certificate(s)
* Consolidate and sub-division of share certificates etc.
* To redress, approve and dispose off any, other complaints,
transactions and requests etc., received from any shareholder of the
company and investor in general.
The Board has delegated the power to process the transfer and
transmission of shares to the Registrar and Share Transfer Agents, who
process share transfers within a week of lodgement in the case of
shares held in physical form.
The Board has designated Ms. Safruna Panjwani, Company Secretary of the
Company as the Compliance Officer.
The Company has designated an exclusive e-mail ID called
abhiinfraventures@gmail.com for redressal of shareholders'
complaints/grievances.
VII. RISK MANAGEMENT COMMITTEE
A.) Composition:
The Details of composition of the Committee are given below:
Name Designation Category
Mr. Kachipuram Srikanth Chairperson NED(1)
Mr. Varra Chinnapu Reddy Member NED(1)
Mr. ASR Murthy Member ED
NED (I) : Non Executive Independent Director
ED : Executive Director
Role and Responsibilities of the Committee includes the following:
* Framing of Risk Management Plan and Policy
* Overseeing implementation of Risk Management Plan and Policy
* Monitoring of Risk Management Plan and Policy
* Validating the process of risk management
* Validating the procedure for Risk minimisation.
* Periodically reviewing and evaluating the Risk Management Policy and
practices with respect to risk assessment and risk management
processes.
* Continually obtaining reasonable assurance from management that al
known and emerging risks have been identified and mitigated or managed.
9. VIGIL MECHANISM:
Vigil Mechanism Policy has been established by the Company for
directors and employees to report genuine concerns pursuant to the
provisions of section 177(9) & (10) of the Companies Act, 2013 and as
per Clause 49 of the Listing Agreement. The same has been placed on the
website of the Company www.abhishekinfra.co.in
10. DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act, 2013, the
Directors hereby confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had 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 at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis; and
(e) the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
11. STATUTORY COMPLIANCE:
The Company has complied with the required provisions relating to
statutory compliance with regard to the affairs of the Company in all
respects.
12. UN PAID / UN CLAIMED DIVIDEND:
The Company does not have any unpaid / unclaimed dividend.
13.INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF
THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
There is no subsidiary / Joint Venture / Associate Company.
14. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report (FORMAT IN ANNEXURE I)
15. STATUTORY AUDITORS:
During the year the auditor M/s P.P. Raju & Co., Chartered Accountants,
Hyderabad, have resigned w.e.f. 27.12.2014 and the casual vacancy was
filled by appointing M/s. M M Reddy & Co., Chartered Accountants,
Hyderabad who gave their consent to hold the office till the ensuing
Annual General Meeting.
The Auditors, M/s M M Reddy & Co,, Chartered Accountants, Hyderabad,
retire as Statutory Auditors of the Company to hold the office from the
conclusion of this meeting till the conclusion of the next Annual
General Meeting at remuneration as may be fixed by the Board of
Directors of the Company.
16. INTERNAL AUDIT:
M/s. Chanamolu & Co., Chartered Accountants, Hyderabad are the internal
Auditors of the Company.
17. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 134(3)(f) & Section 204 of the
Companies Act, 2013, Secretarial audit report as provided by Mr. Vivek
Surana, Practicing Company Secretary is annexed to this Report as
annexure.
18. QUALIFICATIONS IN AUDIT REPORTS:
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the
Accounts for the year ended March 31, 2015 and has noted that the same
does not have any reservation, qualification or adverse remarks.
However, the Board decided to further strengthen the existing system
and procedures to meet all kinds of challenges and growth in the market
expected in view of the robust capital market in the coming years.
(b) Secretarial Audit Report:
As per the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014, the
Board had appointed Vivek Surana, Practicing Company Secretary as
Secretarial Auditor to conduct Secretarial audit of the Company for the
financial year ended on March 31,2015. Secretarial Audit Report issued
by Vivek Surana, Practicing Company Secretary in form MR-3 is enclosed
herewith.
Secretarial auditors have observed that, there is no Company Secretary
appointed and the internal auditors were appointed by a delay of one
month.
The Company is in the process of identifying a suitable candidate to be
appointed as a Company Secretary in the Company.
19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
OUTGO:
The required information as per Sec.134 of the Companies Act 2013 is
provided hereunder:
A. Conservation of Energy:
Your Company's operations are not energy intensive. Adequate measures
have been taken to conserve energy wherever possible by using energy
efficient computers and purchase of energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D) : NIL
2. Technology absorption, adoption and innovation : NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings : NIL
Foreign Exchange Outgo : NIL
20. DETAILS RELATING TO DEPOSITS, COVERING THE FOLLOWING:
Your Company has not accepted any deposits falling within the meaning
of Sec. 73, 74 & 76 of the Companies Act, 2013 read with the Rule 8(v)
of Companies (Accounts) Rules 2014, during the financial year under
review.
21 .SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS:
During the period under review there were no significant and material
orders passed by the regulators or Courts or Tribunals impacting the
going concern status and the company's operations in future.
22. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
During the period under review the Company has maintained adequate
Internal Financial Controls with reference to the Financial Statements.
23. INSURANCE:
The properties and assets of your Company are adequately insured.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given guarantee for loans taken by others from
banks or financial institutions during the year.
Secured Loans : Nil
Current Investments: 14,00,000
25. CREDIT & GUARANTEE FACILITIES:
The Company has not given guarantee for loans taken by others from
banks or financial institutions during the year.
26. RISK MANAGEMENT POLICY:
Statement indicating development and implementation of Risk Management
Policy including identification of elements of risk in the opinion of
the Board that may threaten the existence of the company
27. CORPORATE SOCIAL RESPONSIBILITY POLICY:
Since your Company does not has the net worth of Rs. 500 Crore or more,
or turnover of Rs. 1000 Crore or more, or a net profit of Rs. 5 Crore
or more during the financial year, so section 135 of the Companies Act,
2013 relating to Corporate Social Responsibility is not applicable to
the Company and hence the Company need not adopt any Corporate Social
Responsibility Policy.
28. RELATED PARTY TRANSACTIONS:
There are no related party transactions during the year.
29. FORMAL ANNUAL EVALUATION:
Statement about the manner in which the formal evaluation made by the
Board of its own performance and that of its committees and individual
Directors.
30. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
31. RATIO OF REMUNERATION TO EACH DIRECTOR:
No remuneration has been given to any of the directors during the
financial year 2014-15.
32. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to Ahmedabad Stock Exchange where the Company's Shares
are listed.
33. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Since the paid up capital of the Company is less than 10 Crores and Net
worth of the Company is less than 25Crores, hence Corporate Governance
is Not Applicable.
Certificate from the Statutory Auditors of the company confirming the
compliance with the conditions of Corporate Governance as stipulated
under Clause 49 of the Listing Agreement is attached to this report.
34. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS
GOVERNING THE COMPANY
The Company is not a NBFC, Housing Company etc., and hence Industry
based disclosures is not required.
35. SECRETARIAL STANDARDS
EVENT BASED DISCLOSURES
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by company or giving of loans by it for
purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares
Pursuant to sections 42 and 62(1)(c) of the Companies Act, 2013 and all
other applicable provisions, the Company has issued 30,00,000 Equity
Shares on Preferential basis to the Promoters and the others in the
Extra ordinary general meeting held on 23.01.2015.
36. EMPLOYEE RELATIONS:
Your Directors are pleased to record their sincere appreciation of the
contribution by the staff at all levels in the improved performance of
the Company.
None of the employees is drawing Rs. 5,00,000/- and above per month or
Rs.60,00,000/- and above in aggregate per annum, the limits prescribed
under Section 134 of the Companies Act, 2013.
37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.
The Company has in place an Anti Sexual Harassment Policy in line with
the requirements of The Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint
Committee (ICC) has been set up to redress complaints received
regarding sexual harassment. All employees are covered under this
policy.
The following is the summary of sexual harassment complaints received
and disposed during the calendar year.
No. of complaints received : Nil
No. of complaints disposed off : Nil
38. ACKNOWLEDGEMENTS:
Your directors would like to express their grateful appreciation for
assistance and co-operation received from clients, banks, investors,
Government, other statutory authorities and all others associated with
the company. Your directors also wish to place on record their deep
sense of appreciation for the excellent contribution made by the
employees at all levels, which enabled the company to achieve sustained
growth in the operational performance during the year under review.
For and on behalf of the Board
For Abhishek Infraventures Limited
Sd/- Sd/-
K. Omprakash A S R Murthy
Place: Hyderabad Whole-Time Director Whole-time Director
Date: 15.05.2015 (DIN: 03125398) (DIN: 02699745) |