Dear members,
The Board of Directors hereby submit the report of the business and operations of your
Company along with the audited financial statements (both standalone and consolidated) for
the financial year ended March 31, 2023.
1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS STATE OF AFFAIRS:
The performance during the period ended 31st March, 2023 has been as under:
|
(Rs. In Lakhs) |
(Rs. In Lakhs) |
Particular |
Consolidated |
Standalone |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Total Income |
63.45 |
11,124.76 |
40.69 |
- |
Total Expenditure |
63.46 |
11,150.71 |
39.60 |
24.24 |
Profit (Loss)Before Tax |
(0.02) |
(25.95) |
1.09 |
(24.24) |
Provision for Tax |
- |
- |
- |
- |
Profit(Loss) after Tax |
(0.02) |
(25.95) |
1.09 |
(24.24) |
Other Comprehensive Income, Net of tax |
- |
- |
- |
- |
Total Comprehensive Income |
- |
- |
- |
- |
Balance Carried to Balance Sheet |
- |
- |
- |
- |
Earning per Equity Share |
|
|
|
|
Basic |
(0.00) |
(0.80) |
0.02 |
(0.75) |
Diluted (in Rs.) |
(0.00) |
(0.80) |
0.02 |
(0.75) |
REVIEW OF OPERATIONS:
Standalone:
The total revenue of the Company for the financial year on standalone basis under
review was Rs.40.69 lakhs as against no revenue for the previous financial year. The
company recorded a net profit of Rs.1.09 Lakhs for the financial year 2022-23 as against
the net loss of Rs. 24.24 lakhs for the previous year.
Consolidated:
The total revenue of the Company for the financial year under review on consolidated
basis was Rs. 63.45 lakhs as against Rs. 11,124.76 lakhs for the previous financial year.
The company recorded a net loss of Rs. 0.02 Lakhs for the financial year 2021-22 as
against the net loss of Rs. 25.95 lakhs for the previous year.
2. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
There were no material changes and commitments affecting financial position of the
company between 31st March, 2023 and the date of Board's Report. (i.e. 08.09.2023)
3. CHANGE IN THE NATURE OF THE 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:
The Directors have not recommended dividend for the year 2022-2023.
5. UNPAID / UNCLAIMED DIVIDEND:
There is no unpaid or unclaimed dividend with the company.
6. RESERVES:
The Closing balance of reserves, including retained earnings, of the Company as at
March 31st 2023 is Rs. (51,45,000).
7. BOARD MEETINGS:
During the year, the Board of Directors duly met 6 (Six) times on 16.05.2022,
10.08.2022, 08.09.2022, 29.10.2022, 12.11.2022 and 11.02.2023, in respect of which
meetings, proper notices were given and the proceedings were properly recorded and signed
in the Minutes Book maintained for the purpose.
8. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review.
9. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND
BANKRUPTCY CODE 2016:
During the year under review, there were no applications made or proceedings pending in
the name of the Company under the Insolvency Bankruptcy Code, 2016.
10. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of Loans taken from
Banks and Financial Institutions.
11. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Independent directors of the company to the
effect that they are meeting the criteria of independence as provided in Sub-section (6)
of Section 149 of the Companies Act, 2013 and have also confirmed that they have complied
Company's Code of Conduct.
The Independent Directors have confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective independent judgement and
without any external influence.
12. APPOINTMENT / RE-APPOINTMENT / RESIGNATION /
RETIREMENT OF DIRECTORS /CEO/ CFO AND KEY MANANGERIAL PERSONNEL:
a) Appointments:
Following Appointments have taken place till the date of this report
SNo |
Name of the Director/KMP |
Designation |
Date |
1. |
Mr. Rahul Erramshetty |
Non-Executive Director |
12.11.2022 |
2. |
Mr. Chinna Ramayya Gari Srikanth |
Independent Director |
12.11.2022 |
3. |
Ms. Amrita Bapna |
Company Secretary |
16.02.2023 |
|
|
and Compliance Officer |
|
b) Resignations:
Following Resignations have taken place till the date of this report
SNo |
Name of the Director/KMP |
Designation |
Date |
1. |
Mr. K. Omprakash |
Non-Executive Director |
29.10.2022 |
2. |
Mr. Ankur Bisht |
Company Secretary and Compliance Officer |
15.02.2023 |
3. |
Mr. Aerrolla Balram |
Independent Director |
12.11.2022 |
The Board places on record its sincere appreciation for the services rendered by the
Directors/KMP during their association with the Company.
13. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company familiarises its Independent Directors on their appointment as such on the
Board with the Company, their roles, rights, responsibilities in the Company, nature of
the industry in which the Company operates, etc. through familiarisation programme. The
Company also conducts orientation programme upon induction of new Directors, as well as
other initiatives to update the Directors on a continuing basis.
The familiarisation programme for Independent Directors is disclosed on the Company's
website. i.e. www.abhishekinfra.co.in.
14. COMMITTEES:
(I). AUDIT COMMITTEE:
Terms of reference of Audit committee covers all the matters prescribed under
Regulation 18 of the Listing Regulations and Section 177 of the Act, 2013.
A. BRIEF DESCRIPTION OF TERMS OF REFERENCE:
The terms of reference of the Audit Committee encompasses the requirements of Section
177 of Companies Act, 2013 and as per Regulation 18 of SEBI (LODR) Regulations, 2015 and,
inter alia, includes:
i. Oversight of the listed entity's financial reporting process and the disclosure of
its financial information to ensure that the financial statement is correct, sufficient
and credible;
ii. Recommendation for appointment, remuneration and terms of appointment of auditors
of the listed entity;
iii. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
iv. Reviewing, with the management, the annual financial statements and auditor's
report thereon before submission to the board for approval, with particular reference to:
a. Matters required to be included in the director's responsibility statement to be
included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of
the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by
management;
d. Significant adjustments made in the financial statements arising out of audit
findings;
e. Compliance with listing and other legal requirements relating to financial
statements;
f. Disclosure of any related party transactions;
g. Modified opinion(s) in the draft audit report;
v. Reviewing, with the management, the quarterly financial statements before submission
to the board for approval;
vi. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a 380[public issue or rights issue or preferential issue or qualified
institutions placement], and making appropriate recommendations to the board to take up
steps in this matter;
vii. Reviewing and monitoring the auditor's independence and performance, and
effectiveness of audit process;
viii. Approval or any subsequent modification of transactions of the listed entity with
related parties;
ix. Scrutiny of inter-corporate loans and investments;
x. Valuation of undertakings or assets of the listed entity, wherever it is necessary;
xi. Evaluation of internal financial controls and risk management systems;
xii. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
xiii. Reviewing the adequacy of internal audit function, if any, including the
structure of the internal audit department, staffing and seniority of the official heading
the department, reporting structure coverage and frequency of internal audit;
xiv. Discussion with internal auditors of any significant findings and follow up there
on;
xv. Reviewing the findings of any internal investigations by the internal auditors into
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;
xvi. Discussion with statutory auditors before the audit commences, about the nature
and scope of audit as well as post-audit discussion to ascertain any area of concern;
xvii. To look into the reasons for substantial defaults in the payment to the
depositors, debenture holders, shareholders (in case of non-payment of declared dividends)
and creditors;
xviii. To review the functioning of the whistle blower mechanism;
xix. Approval of appointment of chief financial officer after assessing the
qualifications, experience and background, etc. of the candidate; xx. Carrying out any
other function as is mentioned in the terms of reference of the audit committee.
xxi. Reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing
as on the date of coming into force of this provision.
xxii. Consider and comment on rationale, cost-benefits and impact of schemes involving
merger, demerger, amalgamation etc., on the listed entity and its shareholders.
xxiii.Carrying out any other function as may be referred to the Committee by the Board.
xxiv.Authority to review / investigate into any matter covered by Section 177 of the
Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing
Regulations.
B. THE AUDIT COMMITTEE SHALL MANDATORILY REVIEW THE FOLLOWING INFORMATION:
i. Management discussion and analysis of financial condition and results of operations;
ii. Management letters / letters of internal control weaknesses issued by the statutory
auditors;
iii. Internal audit reports relating to internal control weaknesses; and
iv. The appointment, removal and terms of remuneration of the chief internal auditor
shall be subject to review by the audit committee.
v. Statement of deviations:
Quarterly statement of deviation(s) including report of monitoring agency, if
applicable, submitted to stock exchange(s) in terms of Regulation 32(1).
Annual statement of funds utilized for purposes other than those stated in the
offer document/prospectus/notice in terms of Regulation 32(7).
C. COMPOSITION, MEETINGS & ATTENDANCE:
During the financial year 2022-23, (4) four meetings of the Audit Committee were held
on 16.05.2022, 10.08.2022, 12.11.2022 and 11.02.2023.
Name of Director |
Designation |
Category |
No. of Meetings held during the tenure of the Member |
No. of Meetings attended |
Varra Chinnapureddy |
Chairman |
NED(I) |
4 |
4 |
Nirmala Sanpala |
Member |
NED(I) |
4 |
4 |
# Chinna Ramayya Gari Srikanth |
Member |
NED(I) |
1 |
1 |
**Aerolla Balram |
Member |
NED(I) |
3 |
3 |
# Appointed w.e.f. 12-11-2022
*appointed w.e.f 01-04-2022 and resigned w.e.f 12-11-2022
NED (I): Non- Executive Independent Director
(II). NOMINATION AND REMUNERATION COMMITTEE: (Nomination and Remuneration Committee
constituted in terms of Section 178 of Companies Act, 2013 read with Regulation 19 of SEBI
(LODR) Regulations, 2015)
The terms of reference of the Nomination and Remuneration committee constituted in
terms of Section 178 of Companies Act, 2013 and as per Regulation 19 of SEBI (LODR)
Regulations, 2015 are as under:
A. BRIEF DESCRIPTION OF TERMS OF REFERENCE
i. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to,
the remuneration of the directors, key managerial personnel and other employees;
ii. For every appointment of an independent director, the Nomination and Remuneration
Committee shall evaluate the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description. For
the purpose of identifying suitable candidates, the Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to
diversity; and
c. consider the time commitments of the candidates.
iii. Formulation of criteria for evaluation of performance of independent directors and
the board of directors;
iv. Devising a policy on diversity of board of directors;
v. Identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the board
of directors their appointment and removal.
vi. Whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors.
B. COMPOSITION OF THE NOMINATION AND REMUNERATION COMMITTEE, MEETINGS & ATTENDANCE
DURING THE YEAR:
During the financial year 2022-23, (3) three meetings of the Nomination and
Remuneration Committee were held on 29.10.2022, 12.11.2022 & 11.02.2023.
Name of Director |
Designation |
Category |
No. of Meetings held during the tenure of the Member |
No. of Meetings attended |
Varra Chinnapureddy |
Chairman |
NED(I) |
4 |
4 |
Nirmala Sanpala |
Member |
NED(I) |
4 |
4 |
#Chinna Ramayya Gari Srikanth |
Member |
NED(I) |
1 |
1 |
**Aerolla Balram |
Member |
NED(I) |
3 |
3 |
# Appointed w.e.f. 12-11-2022
*appointed w.e.f 01-04-2022 and resigned w.e.f 12-11-2022
NED (I): Non- Executive Independent Director ED: Executive Director
C. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:
The performance evaluation criteria for Independent Directors are already mentioned
under the head "Board Evaluation" in Directors' Report.
D. 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 Regulation 19
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
2.3 "Independent Director" means a Director referred to in sub-Section (6) of
Section 149 of the Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
3. Policy:
3.1 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 NR 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 fulfil 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 any prescribed, from time to time, under the
Companies Act, 2013, Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 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 shall be in accordance with the guidelines as laid
down in Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
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
i. Who, in the opinion of the board of directors, is a person of integrity and
possesses relevant expertise and experience;
ii. Who is or was not a promoter of the listed entity or its holding, subsidiary or
associate company [or member of the promoter group of the listed entity];
iii. Who is not related to promoters or directors in the listed entity, its holding,
subsidiary or associate company;
iv. Who, apart from receiving director's remuneration, has or had no material pecuniary
relationship with the listed entity, its holding, subsidiary or associate company, or
their promoters, or directors, during the 68[three] immediately preceding financial years
or during the current financial year;
v. None of whose relatives
a. Is holding securities of or interest in the listed entity, its holding, subsidiary
or associate company during the three immediately preceding financial years or during the
current financial year of face value in excess of fifty lakh rupees or two percent of the
paid-up capital of the listed entity, its holding, subsidiary or associate company,
respectively, or such higher sum as may be specified;
b. Is indebted to the listed entity, its holding, subsidiary or associate company or
their promoters or directors, in excess of such amount as may be specified during the
three immediately preceding financial years or during the current financial year;
c. Has given a guarantee or provided any security in connection with the indebtedness
of any third person to the listed entity, its holding, subsidiary or associate company or
their promoters or directors, for such amount as may be specified during the three
immediately preceding financial years or during the current financial year; or
d. Has any other pecuniary transaction or relationship with the listed entity, its
holding, subsidiary or associate company amounting to two percent or more of its gross
turnover or total income: Provided that the pecuniary relationship or transaction with the
listed entity, its holding, subsidiary or associate company or their promoters, or
directors in relation to points (A) to (D) above shall not exceed two percent of its gross
turnover or total income or fifty lakh rupees or such higher amount as may be specified
from time to time, whichever is lower.]
vi. who, neither himself ["/herself], nor whose relative(s)
a. Holds or has held the position of a key managerial personnel or is or has been an
employee of the listed entity or its holding, subsidiary orassociate company[or any
company belonging to the promoter group of the listed entity,] in any of the three
financial years immediately preceding the financial year in which he is proposed to be
appointed:
[Provided that in case of a relative, who is an employee other than key managerial
personnel, the restriction under this clause shall not apply for his / her employment.]
b. Is or has been an employee or proprietor or a partner, in any of the three financial
years immediately preceding the financial year in which he is proposed to be appointed, of
(i) A firm of auditors or company secretaries in practice or cost auditors of the
listed entity or its holding, subsidiary or associate company; or
(ii) Any legal or a consulting firm that has or had any transaction with the listed
entity, its holding, subsidiary or associate company amounting to ten per cent or more of
the gross turnover of such firm;
c. Holds together with his relatives two per cent or more of the total voting power of
the listed entity; or
d. Is a chief executive or director, by whatever name called, of any nonprofit
organisation that receives twenty-five per cent or more of its receipts or corpus from the
listed entity, 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 listed entity;
e. Is a material supplier, service provider or customer or a lessor or lessee of the
listed entity;
vii. Who is not less than 21 years of age.
viii. Who is not a non-independent director of another company on the board of which
any non-independent director of the listed entity is an independent director:
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 NR 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 as an independent 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 as 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.
E. MECHANISM FOR EVALUATION OF THE BOARD
Evaluation of all Board members is performed on an annual basis. The evaluation is
performed by the Board and Independent Directors with specific focus on the performance
and effective functioning of the Board and Individual Directors.
In line with Securities and Exchange Board of India Circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act,
2017 the Company adopted the recommended criteria by Securities and Exchange Board of
India.
The Directors were given following Forms for evaluation: (i) Evaluation of Board; (ii)
Evaluation of Committees of the Board;
(iii) Evaluation of Independent Directors;
(iv) Evaluation of Chairperson; and
(v) Evaluation of Managing Director and Whole-time Director
The Directors were requested to give following ratings for each criteria:
1. Could do more to meet expectations;
2. Meets expectations; and
3. Exceeds expectations.
The Directors have sent the duly filled forms to the Board. Based on the evaluation
done by the Directors, the report on Evaluation was submitted to the Board. And based on
the report, the Board of Directors has informed that the performance of Directors is
satisfactory.
REMUNERATION TO DIRECTORS
Name of the Director |
Remuneration (Rs) |
Sitting Fee (Rs) |
Total (Rs) |
No. of Equity Shares held |
Mr. Omprakash Kovuri |
- |
- |
- |
9,20,000 |
Mr. Nagaraju Nookala |
5,85,000 |
- |
5,85,000 |
- |
Mr. Varra Chinnapureddy |
- |
- |
- |
- |
Mrs. Nirmala Sanapala |
18,000 |
- |
18,000 |
- |
*Mr. Aerrolla Balram |
- |
- |
- |
- |
**Mr.Chinna Ramayya Gari Srikanth |
- |
- |
- |
- |
**Mr. Rahul Erramshetty |
- |
- |
- |
1,25,041 |
*resigned w.e.f 12.11.2022 **appointed w.e.f 12.11.2022
Except for the remuneration details mentioned above, there are is no other pecuniary
relationship or transactions of the non-executive director's vis-?-vis the listed entity
in terms of salary, benefits, bonuses, stock options, pension, fixed component and
performance linked incentives.
F. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:
The performance evaluation criteria for Independent Directors are already mentioned
under the head "Board Evaluation" in Directors' Report.
(III). STAKEHOLDERS RELATIONSHIP COMMITTEE:
(Stakeholders Relationship Committee constituted in terms of Section 178(5) of
Companies Act, 2013 read with Regulation 20 of SEBI (LODR) Regulations, 2015)
A. BRIEF DESCRIPTION OF TERMS OF REFERENCE: The Committee's role includes:
i. Resolving the grievances of the security holders of the Company including complaints
related to transfer/transmission of shares, non-receipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc;
ii. Review of measures taken for effective exercise of voting rights by shareholders;
iii. Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar & Share Transfer Agent;
iv. Review of the various measures and initiatives taken by the Company for reducing
the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company;
v. Such other matter as may be specified by the Board from time to time.
vi. Authority to review / investigate into any matter covered by Section 178 of the
Companies Act, 2013 and matters specified in Part D of Schedule II of the Listing
Regulations.
B. COMPOSITION OF THE COMMITTEE, MEETINGS AND ATTENDANCE DURING THE YEAR:
During the year 1 (one) stake holder relationship committee meeting was held on
11.02.2023
Name of Director |
Designation |
Category |
No. of Meetings held during the tenure of the Member |
No. of Meetings attended |
*Aerrolla Balram |
Chairman |
NED(I) |
Nil |
Nil |
#Chinna Ramayya Gari Srikanth |
Chairman |
NED(I) |
1 |
1 |
Nirmala Sanpala |
Member |
NED(I) |
1 |
1 |
Varra Chinnapureddy |
Member |
NED(I) |
1 |
1 |
# Appointed w.e.f. 12-11-2022 * Resigned w.e.f. 12-11-2022
NED (I): Non- Executive Independent Director
B. DETAILS OF COMPLAINTS/REQUESTS RECEIVED, RESOLVED AND PENDING DURING THE YEAR
2022-23:
Opening balance |
Received duringthe year |
Resolved duringthe year |
Closingbalance |
0 |
0 |
0 |
0 |
C. NAME AND DESIGNATION OF COMPLIANCE OFFICER:
Mrs. Amrita Bapna, Company Secretary is the Compliance Officer of the company.
15. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER DETAILS:
The assessment and appointment of Members to the Board is based on a combination of
criterion that includes ethics, personal and professional stature, domain expertise,
gender diversity and specific qualification required for the position. The potential Board
Member is also assessed on the basis of independence criteria defined in Section 149(6) of
the Companies Act, 2013 and Regulation 27 of SEBI (LODR) Regulations, 2015.
In accordance with Section 178(3) of the Companies Act, 2013, and Regulation 19(4) of
SEBI (LODR) Regulations, 2015, on the recommendations of the Nomination and Remuneration
Committee, the Board adopted a remuneration policy for Directors, Key Management Personnel
(KMPs) and Senior Management.
16. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
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 Regulation 22 of SEBI (Listing Obligation and Disclosure
Requirements) Regulations, 2015 . The same has been placed on the website of the Company.
17. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
During the year, none of the Independent / Non-Executive Directors had any pecuniary
relationship or transactions with the Company other than the sitting fees and investment
in the Company.
18. 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 have
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.
19. INVESTOR EDUCTION AND PROTECTION FUND (IEPF):
The Company is not required to transfer any amount to IEPF pursuant to Section 125 of
the Companies Act, 2013 and Rules made thereof.
20. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE
SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
SBT Energies Private Limited is the subsidiary of the company. The detailed financial
position of the Subsidiary is provided in the Annexure- I- AOC-1.
21. NAMES OF THE COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT
VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
During the period under review, there are no companies who have become or ceased to be
its Subsidiaries, Joint Ventures or Associate Companies.
22. 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,
2 0 1 4 , a n a n n u a l r e t u r n i s d i s c l o s e d o n t h e w e b s i t e
www.abhishekinfra.co.in.
23. STATUTORY AUDITORS:
M/s. N G RAO & Associates, Chartered Accountants, the present Auditors of the
Company are holding office of the auditors up to the conclusion of the 41st AGM and hence,
would retire at the conclusion of the forthcoming 41st AGM to be held in the year 2025.
24. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION
143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
There have been no frauds reported by the auditor's u/s 143(12).
25. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of managerial personnel) Rules 2014, the Board had appointed
Mr. Vivek Surana, Practicing Company Secretary to undertake the secretarial audit of the
Company for the year 2022-23. The report of the Secretarial Auditor is enclosed as
Annexure III and forms part of this report.
26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation
provides an overview of the affairs of the Company, its legal status and autonomy,
business environment, mission & objectives, sectoral and operational performance,
strengths, opportunities, constraints, strategy and risks and concerns, as well as human
resource and internal control systems is appended as Annexure IV for information of the
Members.
27. QUALIFICATIONS IN AUDIT REPORTS:
Explanations or comments by the Board on every qualification, reservation or adverse
remark or disclaimer made-
(a) Statutory Auditors Report:
The Board has duly reviewed the Statutory Auditor's Report on the Accounts for the year
ended March 31, 2023 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 the coming years.
(b) Secretarial Audit Report:
The Board has duly reviewed the Secretarial Audit Report for the year ended March 31,
2023 on the Compliances according to the provisions of section 204 of the Companies Act
2013.
28. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
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:
Your Company has not undertaken any research and development activity for any
manufacturing activity nor was any specific technology obtained from any external sources
which needs to be absorbed or adapted.
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
29. PUBLIC DEPOSITS:
The Company has not accepted any deposits falling within the meaning of Sec.73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules 2014, during the
financial year under review.
30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
During the year under review, SEBI imposed a penalty of Rs. 20 lakhs on the Company for
alleged trading by certain entities in the scrip of the Company. The Company has paid the
said penalty.
31. DISCLOSURE OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. The Company maintains appropriate system of
internal control, including monitoring procedures, to ensure that all assets are
safeguarded against loss from unauthorized use or disposition. Company policies,
guidelines and procedures provide for adequate checks and balances, and are meant to
ensure that all transactions are authorized, recorded and reported correctly.
During the period under review, there is no material or serious observations have been
noticed for inefficiency or inadequacy of such controls.
32. INSURANCE:
The Company does not have any major fixed assets and accordingly there was no amount
spent towards insurance.
33. RISK MANAGEMENT POLICY:
The Company follows a comprehensive system of Risk Management. The Company has adopted
a procedure for assessment and minimization of probable risks. It ensures that all the
risks are timely defined and mitigated in accordance with the well-structured risk
management process.
34. SHARE CAPITAL:
The Authorized share capital is 10,50,00,000/- divided into 1,05,00,000 Equity Shares
of Rs. 10/- Each.
The Paid up share capital of the Company is Rs. 5,04,90,000 /- divided into 50,49,000
equity shares of Rs.10/- each.
35. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The company has not given loans, Guarantees or made any investments covered under
section 186 of Companies Act, 2013 during the year under review.
36. CREDIT & GUARANTEE FACILITIES:
The Company has not availed facilities of Credit and Guarantee during the year.
37. CORPORATE SOCIAL RESPONSIBILTY:
Since the Company does not have the net worth of Rs. 500 Crores or more, or turnover of
Rs. 1000 Crores or more, or a net profit of Rs. 5 Crores or more during the financial
year, section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility
is not applicable and hence the Company need not adopt any Corporate Social Responsibility
Policy.
38. RELATED PARTY TRANSACTIONS:
During the year under review, the Company had not entered in to any materially
significant transaction with any related party that may have potential conflict with the
interests of the Company at large. All the related party transactions during the year are
in the ordinary course of business and on arm's length basis.
Transactions with the Related Parties as required under Indian Accounting Standard- 24
are disclosed in the standalone financial statements forming part of this Annual Report.
The Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure-II to this
report.
39. DISCLOSURE ABOUT COST AUDIT:
Cost Audit is not applicable to your Company.
40. POLICIES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated
the formulation of certain policies for all listed companies. All the policies are
available on our website (www.abhishekinfra.co.in). The policies are reviewed periodically
by the Board and updated based on need and new compliance requirement.
41. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN
AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3)OF THE COMPANIES(APPOINTMENT
& REMUNERATION) RULES, 2014:
A table containing the particulars in accordance with the provisions of Section 197(12)
of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is appended as Annexure V (a) to this Report.
A statement showing the names of the top ten employees in terms of remuneration drawn
and the name of every employee is annexed to this Annual report as Annexure V (b).
During the year NONE of the employees is drawing a remuneration of Rs.1,02,00,000/- and
above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified
under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
42. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1of the Companies
(Appointment & Remuneration) Rules, 2014 read with Schedule V of the Companies Act,
2013 a remuneration ratio of 81.25:1 is being paid to Mr. Nagaraju Nookala, Whole-time
Director of the Company.
43. C O R P O R AT E G O V E R N A N C E A N D S H A R E H O L D E R S INFORMATION:
Since the paid-up capital of the Company is less than Rs. 10 Crores and Net worth of
the Company is less than Rs. 25 Crores, Corporate Governance as mentioned in SEBI (Listing
Obligation and Disclosure Requirement) Regulations, 2015 are not applicable.
44. SECRETARIAL STANDARDS:
The Company is in compliance with the applicable secretarial standards.
45. MECHANISM FOR EVALUATION OF THE BOARD:
Evaluation of all Board members is performed on an annual basis. The evaluation is
performed by the Board, Nomination and Remuneration Committee and Independent Directors
with specific focus on the performance and effective functioning of the Board and
Individual Directors.
In line with Securities and Exchange Board of India Circular No.
SEBI/HO/CFD/CMD/CIR/P/2017/004, dated January 5, 2017 and the Companies Amendment Act,
2017 the Company adopted the recommended criteria by Securities and Exchange Board of
India.
The Directors were given evaluation forms for the following: (i) Evaluation of Board;
(ii) Evaluation of Committees of the Board; (iii) Evaluation of Independent Directors;
(iv) Evaluation of Chairperson;
(v) Evaluation of Non-Executive and Non-Independent Directors; and
(vi) Evaluation of Whole time Director.
The Directors were requested to give following ratings for each criteria:
1. fair;
2. satisfactory; and
3. very satisfactory.
The Directors have sent the duly filled forms to Nomination & Remuneration
committee. Based on the evaluation done by the Directors, the Committee has prepared a
report and submitted the Evaluation Report. Based on the report, the Board of Directors
has informed the rankings to each Director and also informed that the performance of
Directors is satisfactory and they are recommended for continuation as Directors of the
Company.
46. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING
The Board of Directors has adopted the Insider Trading Policy in accordance with the
requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 Amended
Regulations 2018. The Insider Trading Policy of the Company lays down guidelines and
procedures to be followed, and disclosures to be made while dealing with shares of the
Company, as well as the consequences of violation. The policy has been formulated to
regulate, monitor and ensure reporting of deals by employees and to maintain the highest
ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures for
fair disclosure of unpublished price sensitive information and code of conduct for the
prevention of insider trading, is available on our website.
47. 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.
48. EVENT BASED DISCLOSURES
During the year under review, the Company has not taken up any of the following
activities:
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: The Board of Directors in its meeting held on
29.10.2022 has allotted 18,00,000 Equity Shares of Rs. 10/- each pursuant to conversion of
18,00,000 convertible warrants of Rs. 10/- each at an issue price of Rs. 10/- per share.
49. 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 of |
Nil |
No. of complaints pending at the end of the year |
Nil |
50. INTERNAL AUDIT:
The Company has adequate internal controls consistent with the nature of business and
size of the operations, to effectively provide for safety of its assets, reliability of
financial transactions with adequate checks and balances, adherence to applicable statues,
accounting policies, approval procedures and to ensure optimum use of available resources.
These systems are reviewed and improved on a regular basis. It has a comprehensive
budgetary control system to monitor revenue and expenditure against approved budget on an
ongoing basis.
The Board has appointed M/s. V. Ravi & Co., Chartered Accountants, Hyderabad as
internal Auditors. Deviations are reviewed periodically and due compliance ensured.
Summary of Significant Audit Observations along with recommendations and its
implementations are reviewed by the Audit Committee and concerns, if any, are reported to
Board.
52. CODE OF CONDUCT COMPLIANCE:
All Members of the Board and Senior Management have affirmed compliance to the Code of
Conduct for the Financial Year 2022-23. A declaration signed by the Whole time Director
affirming compliance with the Company's Code of Conduct by the Board of Directors and
Senior Management for the Financial Year 2022-23 as required under Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed as Annexure
VI.
53. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the contribution made by
the employees at all levels, to the continued growth and prosperity of your Company. Your
Directors also wish to place on record their appreciation of business constituents, banks
and other financial institutions and shareholders of the Company for their continued
support for the growth of the Company.
For Abhishek Infraventures Limited
|
Sd/- |
Sd/- |
|
Nagaraju Nookala |
Nagaraju Nookala |
Place: Hyderabad |
Whole-Time Director |
Whole-Time Director |
Date: 08.09.2023 |
(DIN: 09083708) |
(DIN: 09083708) |