The Directors are pleased to present the 33rd Annual Report on the business and operations of your Company along with the financial statements for the period ended 31st March, 2018.
FINANCIAL HIGHLIGHTS
The Company's financial performance for the year ended 31st March, 2018 forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.
(Rupees in Lakhs)
|
PARTICULARS
|
Year ended 31st March, 2018
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Period ended 31st March, 2017
|
|
Income from Operations
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0
|
33.06
|
|
Other Incomes
|
2.34
|
-
|
|
Expenses
|
24.08
|
70.09
|
|
Profit/loss before tax
|
(21.74)
|
(37.03)
|
|
Provision for Taxation
|
-
|
1.91
|
|
Profit/loss after Taxation
|
(21.74)
|
(38.94)
|
|
Earning per Equity shares (Basic And Diluted)
|
(0.20)
|
(0.35)
|
PPERFORMANCE REVIEW
During the period under review, the Company earned revenue from operations and other Income amounting to Rs.2.34 Lakhs as compared to Rs. 33.06 Lakhs in the previous year. Loss after Tax for the financial year 2017-18 stood at Rs. 21.74 Lakhs against Loss after Tax of Rs. 38.94 Lakhs in the previous year.
The state of affairs of the Company is presented as part of the Management Discussion and Analysis Report forming part of this Annual Report.
DIVIDEND
The Board of Directors has not recommended any dividend for the period 2017-18.
CHANGES IN CAPITAL STRUCTURE
During the year under review, there has been no change in the Capital Structure of the Company.
STATE OF COMPANY'S AFFAIRS
The state of affairs of the Company is presented as part of the Management Discussion and Analysis Report forming part of the Annual Report.
CORPORATE GOVERNANCE
The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an Integral part of the Annual Report. Requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to this Report.
DIRECTOR’S RESPONSIBILITY STATEMENT
Pursuant to the provisions contained in Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:
a) in the preparation of the annual accounts for the period ended 31st March, 2018, the applicable Accounting Standards read with requirements have been followed and there are no material departures from the same;
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 31st March, 2018 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the Annual Accounts 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.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
As on 31.03.2018 the Company does not have any Subsidiaries, Joint Ventures or Associates.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the Financial year ended March 31, 2018, Ms. Ankita Wadhwan has resigned on 14th September, 2017 and Ms. Anuradha Kapur appointed as an Additional Director (Independent) on 14th Sep. 2017 and Mr. Vinod Kumar Uppal has resigned on 15th May, 2018 and there was no change key managerial personnel (KMPs) in the Company.
Retirement by Rotation In accordance with the provisions of Section 152 the Companies Act, 2013 and the Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014 Mr. Anubhav Dham (DIN: 02656812) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 regarding Mr. Anubhav Dham are provided in the Notice of the 33rd Annual General Meeting. The Board recommends his re-appointment.
A brief resume of the Director proposed to be appointed/ re-appointed, as required under Regulation 36 (3)(a) of SEBI (Listing Obligations and disclosure Requirements) Regulations, 2015 and Companies Act, 2013, forms part of the notice convening Annual General Meeting.
INDEPENDENT DIRECTORS DECLARATION
The Company has received the necessary declaration from each Independent Director in accordance with Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
BOARD MEETINGS
The Board met Four times during the year under review, the details of which are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
BOARD EVALUATION
The Board evaluated the effectiveness of its functioning and that of the committees and of individual Directors by seeking their inputs on various aspects of Board/Committee governance such as the Board composition and structure, effectiveness of board processes, active participation and contribution of directors in the Board/Committee meetings and the fulfillment of Directors obligation and their fiduciary responsibilities.
Further, the Independent Directors at their meeting, reviewed the performance of the Board, chairman of the Board and of Non Executive Directors. The co-ordination between the Company management and the Board which is required for the Board to effectively and reasonably perform their duties was also reviewed during the meeting.
MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
During the period under review, there has been no change in the nature of business.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the internal audit function reports to the chairman of the Audit Committee and all significant audit observations and corrective actions are presented to the Committee.
STATUTORY AUDITORS AND AUDITORS REPORT
M/s. B. Lugani & Associates, Chartered Accountants, has resigned as Statutory Auditors of the Company, due to preoccupation. Consequently, the Board of Directors had approached M/s. Gurvir Makkar & Co., (Firm Registration No.014293N), Chartered Accountants, to act as the Statutory Auditors of the Company to fill up casual vacancy caused due to the resignation of M/s. B. Lugani & Associates. The Board of Directors vide their resolution dated 15th May,2018 , recommended Appointment of M/s. Gurvir Makkar & Co., Chartered Accountants as Statutory Auditors of the Company for the Financial Year 2017-2018 and the same has approved their re-appointment till the ensuring Annual General Meeting (i.e. 33rd AGM) by Members through postal ballot dated 25th June,2018.
The proposal for their re-appointment is included in the notice for Annual General Meeting sent herewith.
The Company has received a consent letter from the statutory auditors for their appointment, and a certificate from them that their re-appointment, if made, shall be in accordance with the conditions as prescribed under the Companies Act, 2013 and that they are not disqualified for appointment.
The Auditor's Report does not contain any qualifications, reservations or adverse remarks. The Report is attached hereto and is self-explanatory requiring no further elucidation.
SECRETARIAL AUDIT
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 Audit in Form MR 3 for the period ended March 31, appointed M/s K. Rahul & Associates, Company Secretaries, New Delhi to undertake the Secretarial Audit of the Company. The Report of the Secretarial 2018 is annexed as Annexure I to the Report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Disclosure on particulars relating to loans, guarantees or investments under section 186 of the Companies Act, 2013 have been provided as part of the financial statements.
TRANSACTIONS WITH RELATED PARTIES
There were no related party transactions during the financial year, accordingly, the disclosures pursuant to section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 is not applicable and is annexed as Annexure II to this report.
EXTRACT OF ANNUAL RETURN
In terms of Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of Companies (Management & Administration) Rules, 2014, the extracts of Annual Return of the Company in Form MGT-9 is annexed as Annexure III to this Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are annexed as Annexure IV to this Report.
COMMITTEES OF THE BOARD
The Company's Board has the following Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The details of the membership and attendance of the meetings of the above Committees of the Board are provided in the Corporate Governance section of the Annual Report.
TRANSFER TO RESERVES
Your Company has not transfer any amount under the head Reserve in the Financial Statements for the Financial Year ended March 31, 2018. Whereas, the company has incurred losses during the period and has transfer the amount under the head Retained Earnings in Other Reserves to the Financial Statements for the Financial Year ended March 31, 2018 as prepared according to Indian Accounting Standards (Ind AS).
POLICY ON APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board has framed a policy for selection and appointment of Directors and senior management personnel, which inter alia includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/ Key managerial personnel and their remuneration. An extract of the policy covering these requirements is provided in the Corporate Governance Report that forms part of this Annual Report. The nomination and remuneration policy is available on the website of the Company (http://www.adhbhutinfra.com/investors)
AUDIT COMMITTEE
The Audit Committee was reconstituted by Board of Directors. The Composition of Audit Committee is Mr. Sanjay Chhabra, Independent Director as Chairman and Ms. Anuradha Kapur, Non-executive and Independent Director and Mr. Saurabh Khanjo, Non-executive and Independent Director as Members. The Board of Directors has accepted all the recommendations of the Audit Committee.
VIGIL MECHANISM
The Company has in place a vigil mechanism in the form of Whistle Blower Policy. It aims at providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimization and for any whistle blowing conducted by them in good faith. The policy is intended to encourage and enable the employees of the Company to raise serious concerns within the organization rather than overlooking a problem or handling it externally.
The Company is committed to the highest possible standard of openness, probity and accountability. It contains safeguards to protect any person who uses the Vigil Mechanism (whistle blower) by raising any concern in good faith. The Company protects the identity of the whistle blower if the whistle blower so desires, however the whistle blower needs to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process.
If circumstances so require, the employee can make a complaint directly to the Chairman of the Audit Committee. The Company also provides a platform to its employees for having direct access to the Managing Director. The Company Secretary is the Compliance Officer. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.
RISK MANAGEMENT
The Company has developed and implemented a Risk Management Policy. The details of elements of risk are provided in the Management Discussion and Analysis section of the Annual Report.
ANTI SEXUAL HARASSMENT POLICY
The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressed) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the period 2017-18, no complaints were received by the committee.
PARTICULARS OF EMPLOYEES
The details as required in terms of the provisions of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure - V to this Report.
The details of employees as required in terms of the provisions of Section 197 read with Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is NIL.
PUBLIC DEPOSITS
During the period under review, the Company has not accepted any fixed deposits from public, shareholders or employees under the Companies Act, 2013 and as such, no amount of principal or interest on public deposits was outstanding as on the date of balance sheet.
SIGNIFICANT AND MATERIAL ORDERS
No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and Company's operations in future.
DEMATERIALISATION AND LISTING
The equity shares of the Company are admitted to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2018, 9648098 Equity Shares representing 87.71% of the Equity Share Capital of the Company are in dematerialized form. The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with respect to its Equity Shares is INE 578L01014.
The Equity shares of the Company are listed on BSE Limited.
CAPITAL STRUCTURE OF THE COMPANY
The Share Capital Structure of the Company is categorised into two classes:-
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S.No
|
Particulars
|
Equity Shares (in Rs.)
|
1% Non Cumulative Redeemable Preference Shares (in Rs.)
|
|
1.
|
Authorised Share Capital
|
1,10,000,000
|
15,000,000
|
|
2.
|
Paid Up Share Capital
|
1,10,000,000
|
15,000,000
|
|
3.
|
Value per Share
|
10
|
10
|
During the period under review, there was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.
RECONCILIATION OF SHARE CAPITAL AUDIT
As per the directive of the Securities & Exchange Board of India, the Reconciliation of Share Capital Audit was carried out on quarterly basis for the quarter ended June 30, 2017, September 30, 2017, December 31st, 2017 and March 31, 2018 by M/s S. Khurana & Associates, Company Secretary in Practice. The purpose of the audit was to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.
The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSE Limited, where the equity shares of the Company are listed.
CORPORATE SOCIAL RESPONSIBILITY
As on the close of financial year on 31.03.2018, the Company did not fall in the ambit of section 135 of the Companies Act, 2013 and accordingly has not constituted a Corporate Social Responsibility Committee of the Company.
INDUSTRIAL RELATIONS
During the year under review, the relations between the Management and the workmen were highly cordial. Human resources initiatives such as skill up gradation, training, appropriate reward & recognition systems and productivity improvement were the key focus areas for development of the employees of the Company.
INVESTOR RELATIONS
Your Company always endeavors to promptly respond to shareholders' requests/grievances. Each and every issue raised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressed of investors' grievances.
FAMILIARIZATION PROGRAMME
As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, yours Company had adopted a familiarisation programme for Independent Directors to familiarise them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework, functioning of various divisions, Hr Management, CSR activities etc.
Your company aims to provide its Independence Directors, insight into the Company enabling them to contribute effectively. The Company arranges site visit for the Directors, giving them insight of various projects and Directors are also informed of various developments relating to the industry on regular basis and are provided with specific regulatory updates from time to time.
Details of the familiarization programme of the Independent Directors are available on the website of the Company www.adhabhutinfra.com.
ACKNOWLEDGEMENT
Your Directors wish to place on record the sincere and dedicated efforts of all the employee of the Company. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks and other Government Agencies, valued customers and the investors for their continued support, co-operation and assistance.
By Order of the Board
For ADHBHUT INFRASTRUCTURE LIMITED
Saurabh Khanijo
Date: 10/08/2018 DIN : 00956046
Place: New Delhi (Chairman)
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