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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Arunjyoti Bio Ventures Ltd.

Mar 31, 2025

Your Director''s have pleasure in presenting the 39th Directors'' Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31.03.2025.

1. FINANCIAL SUMMARY/HIGHLIGHTS:

The performance during the period ended 31st March, 2025 has been as under:

(Rs. in lakhs)
Particulars	2024-25	2023-24
Revenue from Operations	2,788.41	2,043.15
Other Income (Includi ng Exceptional Items)	28.13	3.69
Total Income (Revenue Other Income)	2,816.54	2,046.84
Total Expenses	2,850.63	2,176.69
Profit/(Loss) before Depreciation, Finance Costs, Exceptional items and Tax Expense (EBITDA approx.)	-529.38	-280.69
Less: Depreciation/ Amortisation/ Impairment	304.59	201.34
Profit/(Loss) before Finance Costs, Exceptional items and Tax Expense (EBIT)	-224.79	-79.35
Less: Finance Costs	258.88	209.2
Profit/(Loss) before Exceptional items and Tax Expense	-34.09	-129.85
Add/(Less): Exceptional items	-	-
Profit/(Loss) before Tax Expense	-34.09	-129.85
Less: Tax Expense (Current & Deferred)	148.06 (Net charge)	(94.96) (Net credit)
Profit / (Loss) for the year (1)	-182.15	-34.89
Other Comprehensive Income	Nil	Nil
Total Comprehensive Income	-182.15	-34.89
Balance of profit/(loss) for earlier years
Less: Transfer to Reserves
Less: Dividend paid on Equity Shares
Less: Dividend Distribution Tax
Balance carried forward
Earnings per Equity Share
- Basic (?)	(0.10)	- 0.17
- Diluted (?)	(0.10)	- 0.17

2. REVIEW OF OPERATIONS:

During the year under review the Company has earned the total income of Rs. 2,788.41 Lakhs and incurred net loss of Rs. 182.15 Lakhs as compared to the total income of Rs. 2,043.15 Lakhs and net loss of Rs. 34.89 Lakhs in the previous financial year 2023-24.

3. BUSINESS UPDATE AND STATE OF COMPANYâS AFFAIRS:

The information on Company''s affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of the Annual Report.

4. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

During the year under review, there were no changes in the nature of Business.

5. RESERVES

The Closing balance of reserves, including retained earnings, of the Company as at 31.03.2025 is Rs. 3,237.94 Lakhs.

6. DIVIDEND :

During the year under the review, the Board has not recommended or paid any dividend for the year 2024-25.

7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report (04.08.2025).

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. SHARE CAPITAL:â¢ Authorized Share Capital

During the year under the review, there was a change in the authorized share capital of the Company due to sub-division (stock split) of 1 equity

share of face value of Rs. 10/- each into 10 (ten) equity shares of face value of Re.1/- each in the Extra-Ordinary General Meeting held on

06.01.2024.

The Authorized Share Capital of the Company is changed to Rs.

19.00. 00.000 (Rupees Nineteen Crores only) divided into 19,00,00,000 (Nineteen Crores) equity shares of Re. 1/- (Rupee One) each from Rs. 19,00,00,000/- (Rupees Nineteen Crores Only) divided into

1.90.00. 000 (One Crore Ninety Lakhs Only) Equity Shares of Rs.10/-each.

â¢ Paid-up Share Capital

During the year under the review, there was a change in the paid up share capital of the Company due to sub-division (stock split) of 1 equity share of face value of Rs. 10/- each into 10 (ten) equity shares of face value of re.1/- each in the Extra-Ordinary General Meeting held on

06.01.2024.

The paid-up share capital of the Company is changed to Rs. 18,63,81,000/- (Rupees Eighteen Crores Sixty Three Lakhs Eighty One Thousand Only) divided into 18,63,81,000 (Rupees Eighteen Crores Sixty Three Lakhs Eighty One Thousand Only) Equity Shares of Re.1/-each from Rs. 18,63,81,000/- (Rupees Eighteen Crores Sixty Three Lakhs Eighty One Thousand Only) divided into 1,86,38,100 (One Crore Eighty Six Lakhs Thirty Eight Thousand One Hundred Only) Equity Shares of Rs.10/- each.

10. UNPAID / UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the company till date.

11. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under the review, the Company was not required to transfer any amount to Investor Education and Protection Fund (IEPF).

12. DIRECTORS OR KMP APPOINTED OR RESIGNED:

During the year under the review, there was no change in the management of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. Vijaya Rama Lakshmana Murthy, Ms. Dhanalakshmi Guntaka, Mr. Srikar Ranga,

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 Regulation 25 of sEbI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct.

During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).

14. BOARD MEETINGS:

The Board of Directors duly met Six (6) times during the Financial Year from 1st April 2024 to 31st March 2025. The dates on which the meetings were held are 30.05.2024, 18.06.2024, 12.08.2024, 12.11.2024,

11.12.2024 and 27.01.2025 in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

15. COMMITTEES:

The Company being a listed Company has validly constituted various applicable and mandatory committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee.

16. BOARD EVALUATION:

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of independent directors was conducted on

27.01.2025 to evaluate the performance of non-independent directors,

the board as a whole and the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors.

17. 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 - I 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 - II.

During the year, NONE of the employees (excluding Executive Directors) 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.

18. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014, read with Schedule V of the Companies Act, 2013 the ratio of remuneration of Mr. Pabbathi Badari Narayana Murthy, Whole time director of the Company to the median remuneration of the employee is 13.1 : 1 and Mr. Vishal Nadimpalli, Whole time director and cFo of the Company to the median remuneration of the employee is 5.6 : 1

19. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(3) (C) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) That the Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for that period;

c) That the Directors have 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) That the Directors have prepared the annual accounts on a going concern basis:

e) That the Directors have lain down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; an

f) That 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.

20. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

21. 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:

During the year under review, the Auditors of the Company have not reported any frauds to the Board of Directors as prescribed under Section 143(12) of the Companies Act, 2013 and rules made thereunder.

22. CEO/ CFO CERTIFICATION:

The Whole-time Director and Chief Financial Officer Certification on the financial statements under Regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2024-25 is annexed in this Annual Report.

23. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

During the year under review, the Company does not have any subsidiaries, joint ventures or associate Companies.

24. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31,2025, there has been no non-compliance with the requirements of the Act.

Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees or made any investments during the year under review which attracts the provisions of Section 186 of the Companies Act, 2013.

26. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions which is also available on Company''s website at www.abvl.co.in This policy deals with the review and approval of related party transactions.

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as ANNEXURE - IV which forms part of this Report.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. Members may refer to notes to the financial statements which sets out related party disclosures pursuant to IND AS-24.

27. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The required information as per Sec.134 (3) (m) 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

28. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

The Company has implemented all of its major stipulations as applicable to the Company. As stipulated under Regulation 34 read with schedule V of SEBI (lOdR) Regulations, 2015, a report on Corporate Governance duly audited is appended as Annexure V for information of the Members. A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY):

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 2023-24, hence the section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and the Company need not adopt any Corporate Social Responsibility Policy.

30. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a vigil Mechanism for Directors and employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith.

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. The same has been placed on the website of the Company.

31. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS/ TRIBUNALS:

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

32. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

Your Company''s Statutory Auditors, M/s. Ravi & Co., Chartered Accountants have tendered their resignation w.e.f. 04.08.2025, therefore the Board in its meeting held on 04.08.2025 has approved the appointment of M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants, Chennai, as the Statutory Auditors of the Company w.e.f. 04.08.2025 at a remuneration of Rupees 10,75,000/- p.a. to fill the casual vacancy subject to approval of shareholders within 3 months from the date of recommendation/appointment. Thus, at the forthcoming Annual General Meeting of your company the appointment of M/s. PKF Sridhar & Santhanam LLP, Chartered Accountants is being considered. Necessary resolution for their appointment has been proposed in item no. 3 and 4 of Notice of AGM.

M/s. Ravi & Co., Chartered Accountants, have issued the Auditors'' Report for fiscal 2025 does not contain any qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the financial statements in this Annual Report. The Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Chartered Accountants of India (ICAI) and hold valid certificate issued by the Peer Review Board of the ICAI.

33. SECRETARIAL AUDIT REPORT:

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2025 read with the Companies Act, 2013 on the Compliances according to the provisions of Section 204 of the Companies Act 2013, for conducting the Secretarial Audit for financial year ended March 31, 2025. The Secretarial Audit was carried out by M/s. Vivek Surana & Associates, Company Secretaries (CP No. 12901) for the financial year ended March 31, 2025. The Report given by the Secretarial Auditor is annexed herewith as ANNEXURE - III and forms integral part of this Report.

34. INTERNAL AUDITORS:

M/s. K.S. Ramakrishna & Co., Chartered Accountants was appointed as Internal Auditors of the Company for the financial year 2024-25.

35. SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable secretarial standards.

36. DECLARATION BY THE COMPANY:

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Companies Act,

2013, as on March 31,2025.

37. 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 annual return is disclosed on the website www.abvl.co.in.

38. DISCLOSURE ABOUT COST AUDIT:

The provisions of Cost Audit and keeping mandatory cost records do not apply to your Company.

39. MANAGEMENT DISCUSSIONS 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 - V for information of the Members.

40. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Company''s operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Director about the Company/its businesses and the group practices.

41. INSURANCE:

The properties and assets of your Company are adequately insured.

42. NON-EXECUTIVE DIRECTORSâ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

43. 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, 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 www.abvl.co.in.

44. 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. The following is the summary of sexual harassment complaints received and disposed during the calendar year.

â¢ No. of complaints received: Nil

â¢ No. of complaints disposed off: Nil

45. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

46. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

47. 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 Insolvency and Bankruptcy Code, 2016.

48. 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.

49. 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 (https://www.abvl.co.in). The policies are reviewed periodically by the Board and updated based on need and new compliance requirements.

50. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as mentioned:

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: NA

During the year under the review, Company in its Extra-ordinary general Meeting held on 06.01.2025 has approved the Sub-division (stock split) of 1 equity share of face value of Rs. 10/- each into 10 (ten) equity shares of face value of Re.1/- each.

52. 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.

Mar 31, 2024

Your Director''s have pleasure in presenting the 38th Directorsâ Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31.03.2024.

1. FINANCIAL SUMMARY/HIGH LIGHTS:

The performance during the year ended 31st March, 2024 has been as under:

(Rs. in lakhs)
Particulars	2023-24	2022-23
Total Income	2046.84	173.53
Total Expenditure	2176.69	157.74
Profit Before Tax	(129.85)	15.79
Provision for Tax/Deferred Tax	(94.96)	4.10
Profit after Tax	(34.89)	11.68
Transfer to General Reserves	-	-
Profit available for appropriation	(34.89)	11.68
Provision for Proposed Dividend	-	-
Provision for Dividend Tax	-	-
Balance Carried to Balance Sheet	(34.89)	11.68
Basic EPS	(1.68)	0.56
Diluted EPS (in Rs.)	(1.68)	0.56

2. REVIEWOF OPERATIONS:

During the year under review the Company has earned the total income of Rs. 2046.84 Lakhs and incurred net loss of Rs. 34.89 Lakhs as compared to the total income of Rs. 173.53 Lakhs and net profit of Rs. 11.68 Lakhs in the previous financial year2022-23.

3. BUSINESS UPDATE AND STATE OF COMPANYâS AFFAIRS:

4. CHANGE IN THE NATURE OFTHE BUSINESS, IF ANY:

During the year under review, there were no changes in the nature of Business.

5. RESERVES

The Closing balance of reserves, including retained earnings, of the Company as at 31.03.2024 is Rs. (30.43) Lakhs.

6. DIVIDEND:

During the year under the review, the Board has not recommended or paid any dividend for the year 2023-24.

7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report (12.08.2024).

8. REVISION OF FINANCIAL STATEMENTS:

During the year under the review, there was restatement of the Financial Statements and Audit Report for the quarter ended 30.09.2023 and for financial year ended 31.03.2023, 31.03.2022 and 31.03.2021 for inclusion in Draft Letter of Offer (âDLOFâ)/ Letter of Offer (âLOFâ) for the purpose of Rights Issue of Equity shares. Apart from this, there is no revision in the Financial Statements.

9. SHARE CAPITAL:

â¢ Authorized Share Capital

During the year under the review, the authorized share capital of the Company was increased from Rs. 3,50,00,000/- (Rupees Three Crore Fifty Lakhs only) divided into 35,00,000 (Thirty Five Lakhs Only) Equity Shares of Rs.10/- each to Rs. 19,00,00,000/- (Rupees Nineteen Crores Only) divided into 1,90,00,000 (One Crore Ninety Lakhs Only) Equity Shares of Rs.10/- each.

â¢ Paid-up Share Capital

During the year under the review, there was no change in the paid - up share capital of the Company i.e. Rs. 2,07,09,000/- (Rupees Two Crore Seven Lakhs and Nine Thousand Only) divided into 20,70,900 (Twenty Lakhs Seventy Thousand Nine Hundred) Equity shares of Rs.10/-each.

Further, the board of Directors in its meeting held on 20.04.2024 has allotted 1,65,67,200 fully paid up equity shares amounting to Rs. 16,56,72,000/- (Rupees Sixteen Crore Fifty Six Lakhs Seventy Two Thousand Rupees) divided into Rs. 10/- each. Subsequently, the paid-up share capital of the Company is Rs. 18,63,81,000/- (Rupees Eighteen Crores Sixty Three Lakhs Eighty One Thousand Only) divided into 1,86,38,100 (One Crore Eighty Six Lakhs Thirty Eight Thousand One Hundred Only) Equity Shares of Rs.10/-each.

10. UNPAID/UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the company till date.

11. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under the review, the Company was not required to transferanyamountto Investor Education and Protection Fund (IEPF).

12. DIRECTORS OR KMP APPOINTED OR RESIGNED:

During the year under the review, there was no change in the management of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. Vijaya Rama Lakshmana Murthy, Ms. Dhanalakshmi Guntaka, Mr. Srikar Ranga, 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 Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Independent Directors have also confirmed that they have complied with the Companyâs Code of Conduct.

14. BOARD MEETINGS:

The Board of Directors duly met Nine (9) times during the Financial Year from 1st April 2023 to 31st March 2024. The dates on which the meetings were held are 14.04.2023, 29.05.2023, 17.06.2023, 25.07.2023, 06.09.2023, 31.10.2023, 18.11.2023, 02.01.2024 and 10.02.2024 in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.

15. COMMITTEES:

Apart from the above Committees the Company has also constituted a Rights Issue Committee and authorized the Committee to do all such acts, deeds, things and matters, as it may in its absolute discretion deem necessary, proper and desirable.

Further during the year there were Two (2) Rights Issue Committee meetings. The dates on which the meetings were held are 04.03.2024 and 13.03.2024.

16. BOARD EVALUATION:

etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5,2017.

In a separate meeting of independent directors was conducted on 10.02.2024 to evaluate the performance of non-independent directors, the board as a whole and the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors.

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 - II.

During the year, NONE of the employees (excluding Executive Directors) 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.

18. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014, No remuneration was paid to any of the Directors.

19. DIRECTORSâ RESPONSIBILITY STATEMENT

a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

d) That the Directors have prepared the annual accounts on a going concern basis:

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

f) That 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.

20. DETAILS OF ADEQUACYOF INTERNAL FINANCIAL CONTROLS:

21. 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:

22. CEO/CFO CERTIFICATION:

The Whole-time Director and Chief Financial Officer Certification on the

financial statements under Regulation 17 (8)ofSEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2023-2024 is annexed in this Annual Report.

23. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

During the year under review, the Company does not have any subsidiaries, joint ventures or associate Companies.

24. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31,2024, there has been no non-compliance with the requirements of the Act.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees or made any investments during the year under review which attracts the provisions of Section 186 of the CompaniesAct, 2013.

26. RELATED PARTYTRANSACTIONS:

Our Company has formulated a policy on related party transactions which is also available on Companyâs website at https://www.abvl.co.in/policies.html . This policy deals with the review and approval of related party transactions.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. Members may refer to note no. 29 to the financial statements which sets out related party disclosures pursuant to IND AS-24.

27. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

Your Companyâs 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

28. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:

During the year under the review, the paid-up capital of the Company was less than Rs. 10Croresand Net worth of the Company was less than Rs. 25 Crores, Corporate Governance as envisaged in SEBI (LODR) Regulations, 2015 is not applicable. However, as on the date of the Report since the Paid-up capital of the Company is more than Rs. 10 Crores, as Good Governance the Corporate Governance.

As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited is appended as Annexure VI for information of the Members. A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.

29. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY):

30. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

31. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS/ TRIBUNALS:

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

32. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

M/s. V Ravi & Co., Chartered Accountants, the present Auditors of the Company and in terms of their appointment made they will be holding office of the auditors up to the conclusion of the 39th Annual General Meeting.

M/S V Ravi & Co has provided the Auditors Report along with notes to accounts for the Financial Year ended 31.03.2024 with no qualifications and adverse remarks on company''s state of affairs.

The Board has duly reviewed the Statutory Auditorâs Report on the Accounts for the year ended March 31,2024 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.

33. SECRETARIALAUDIT REPORT:

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2024 read with the Companies Act, 2013 on the Compliances according to the provisions of Section 204 of the Companies Act 2013, for conducting the Secretarial Audit for financial year ended March 31,2024. The Secretarial Audit was carried out by M/s. Vivek Surana & Associates, Company Secretaries (CP No. 12901) for the financial year ended March 31, 2024. The Report given by the Secretarial Auditor is annexed herewith as ANNEXURE - III and forms integral part of this Report.

34. INTERNALAUDITORS:

M/s. K.S. Ramakrishna & Co., Chartered Accountants was appointed as Internal Auditors of the Company for the financial year 2023-24.

35. SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable secretarial standards.

36. DECLARATION BYTHE COMPANY:

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Companies Act,

2013, as on March 31,2024.

37. 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 annual return is disclosed on the website www.abvl.co.in.

38. DISCLOSURE ABOUT COST AUDIT:

The provisions of Cost Audit and keeping mandatory cost records do not apply to your Company.

39. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

40. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Independent Directors are familiarized about the Companyâs operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Directorabout the Company/its businesses and the group practices.

41. INSURANCE:

The properties and assets of your Company are adequately insured.

42. NON-EXECUTIVE DIRECTORSâ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

43. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website www.abvl.co. in.

44. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

â¢ No. of complaints received: Nil

â¢ No. of complaints disposed off: Nil

45. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

46. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

47. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BAN KRUPTCYCODE, 2016:

During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.

48. 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.

49. 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 (https://www.abvl.co.in). The policies are reviewed periodically by the Board and updated based on need and new compliance requirements.

50. EVENT BASED DISCLOSURES:

During the year under review, the Company has not taken up any of the following activities except as mentioned:

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: NA

51. RIGHTS ISSUE: The Company in its meeting held on 17.06.2023 has approved the conversion of unsecured Loan by the Promoters &Promoter Directors aggregating upto Rs. 16,44,20,160 for subscribing upto 82,21,008 equity shares of Rs. 10/- each at premium of Rs. 10/- each and issue of equity shares on rights basis in a proportion of 8:1 shares i.e., eight equity shares for every one equity share held in the Company for cash at an issue price of Rs. 20/-per share on a Rights basis for an amount not exceeding Rs.33,13,44,000/-. Subsequently, The Company in its meeting held on 27.11.2023 has approved the conversion of unsecured Loan by the Promoters &Promoter Directors aggregating upto Rs. 22,92,82,540/-for subscribing upto 1,14,64,127 equity shares of Rs. 10/- each at premium of Rs. 10/- each.

Further, the Board of Directors in its Meeting held on 20.04.2024, has approved the allotment of 1,65,67,200 Equity Shares. Out of which 60,65,200 were adjusted towards unsecured loan from Promoters and the Company has received Listing Approval from BSE on 26.04.2024 and the securities are permitted to trade on the exchange w.e.f. 29.04.2024.

52. ACKNOWLEDGEMENTS:

Mar 31, 2023

The Directors have pleasure in presenting the 37th Directors'' Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31.03.2023.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERTAIONS STATE OF AFFAIRS:

The performance during the period ended 31st March, 2023 has been as under:

(Rs. in lakhs)
Particulars	2022-23	2021-22
Total Income	183.03	325.07
Total Expenditure	156.40	317.46
Profit Before Tax	26.63	7.61
Provision for Tax/Deferred Tax	4.45	1.98
Profit after Tax	22.17	5.63
Transfer to General Reserves	-	-
Profit available for appropriation	22.17	5.63
Provision for Proposed Dividend	-	-
Provision for Dividend Tax	-	-
Balance Carried to Balance Sheet	22.17	5.63
Basic EPS	1.07	0.27
Diluted EPS (in Rs.)	1.07	0.27

2. REVIEW OF OPERATIONS:

During the year under review the Company has earned the total income of Rs.183.03 lakhs and net profit of Rs.22.17 Lakhs as compared to the total income of Rs. 325.07 lakhs and net profit of Rs. 5.63 lakhs in the previous financial year 2021-22.

3. DIVIDEND :

The Board has not recommended any dividend for the year 2022-23.

4. BUSINESS UPDATE AND STATE OF COMPANYâS AFFAIRS:

5. RESERVES

The Closing balance of reserves, including retained earnings, of the Company as at 31.03.2023 is Rs. 4,45,857/-

6. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:

The Company is currently engaged in trading of Bio pesticides, fertilizers and agri inputs. Company to diversify into FMCG and beverages sector apart from carrying out the existing business activities of Bio pesticides, fertilizers and agri inputs and recommended the alteration in the Main objects of the Company.

Therefore, the members in the Extra Ordinary General Meeting held on 15.07.2022 approved alteration of objects clause of the company by way of passing Special Resolution.

7. OPEN OFFER

The erstwhile promoters of the Company viz, Mr. Praveen Kumar and Mr. Mittapalli Ramarao, of the target company have entered into a Share Purchase Agreement dated 14.07.2022 with Mr. Pabbathi Badri Narayan Murthy, Dathvik Pabbathi and PSR Mahalakshmiprasanna for acquisition of 1,88,191 Equity Shares constituting 9.09% of voting share capital of the Target Company. The said acquisition has triggered the open offer in terms of SEBi (SAST) Regulations, 2011 and accordingly all the due procedure for the Open Offer was followed by the acquirer including disclosure of Public Announcement, Draft Letter of Offer to

SEBI with the help of the Merchant Banker, Capital Square Advisors Private Limited, appointed by the Acquirer.

After approval from SEBI, Letter of Offer dated 08.09.2022 was sent to all the public shareholders for tendering their shares @ Rs. 30 per share as determined by the Registered Valuer. The Merchant Banker, thereafter submitted Post Offer Public Announcement dated 15.10.2022 on the successful completion of the open offer. The Board perused the Announcement dated 15.10.2022 submitted by Capital Square Advisors Private Limited on the successful completion of the open offer process, resulting in change of ownership and management of the Company and invited the new management to take control of the Company under the guidance of Mr. Pabbathi Badri Narayan Murthy.

8. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There are no major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report (06.09.2023).

During the year under review the whole Board of the company has been changed pursuant to the open offer made by the acquirer (Mr. Pabbathi Badari Narayan Murthy) and persons acting in concert with him on Thursday, July 14, 2022.

And on successfully completion of the open offer the said acquirer exercised his rights and appointed new Board members in place of old Board members in the Board meeting held on 10.11.2022 as additional Directors, who were regularized in the duly convened Extra Ordinary General Meeting of the company held on 30.12.2022.

8. REVISION OF FINANCIAL STATEMENTS:

There was no revision of the financial statements for the year under review.

9. SHARE CAPITAL:

The authorised share capital of the Company is Rs.3,50,00,000/-divided into 35, 00,000 equity shares of Rs.10/- each.

The paid up share capital of the Company stands at Rs. 2,07,09,000 /-divided into 20,70,900 equity shares of Rs.10/- each.

10. UNPAID / UNCLAIMED DIVIDEND:

There is no unpaid or unclaimed dividend with the company till date.

11. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year, the Company was not required to transfer any amount to Investor Education and Protection Fund (IEPF).

12. DIRECTORS OR KMP APPOINTED OR RESIGNED:

Mr. Badari Narayana Murthy Pabbathi retires by rotation and being eligible, offers himself for re-appointment. A resolution seeking shareholders'' approval for his re-appointment along with other required details forms part of the Notice.

Appointments

SNo	Name of the Director/KMP/Officer	Designation	Date
1.	Mr.PBN Murthy	Whole-Time Director	10.11.2023
2.	Mr.Dathivik Pabbathi	Whole-Time Director	10.11.2023
3.	Mr. Vishal Nadimpalli	Whole-Time Director	10.11.2023
4.	Ms. Dhanalakshmi Guntaka	Independent Director	10.11.2023
5.	Mr. Srikar Ranga	Independent Director	10.11.2023
6.	Mr. Vijaya Rama Lakshmana Murthy	Independent Director	10.11.2023

Resignation

SNo	Name of the Director/KMP/Officer	Designation	Date
1.	^APabbathi Praveen Kumar	Whole-time Director & CFO	10.11.2023
2.	^APolsani Venkata Rama Rao	Whole-Time Director	10.11.2023
3.	a M Aditya Vardhan Reddy	Independent Director	10.11.2023
4.	a Vanaja Kumari Dokiparthi	Independent Director	10.11.2023
5.	a Raja Kumar Babulal	Independent Director	10.11.2023
6.	AChandra Shekar Kondari	Independent Director	10.11.2023
The Board of the Company has changed pursuant to the open offer by Mr.PBN Murthy.

13. DECLARATION BY INDEPENDENT DIRECTORS ON ANNUAL BASIS:

The Company has received declarations from Mr. Vijaya Rama Lakshmana Murthy, Ms. Dhanalakshmi Guntaka, Mr. Srikar Ranga, 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 Regulation 25 of sEbI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct.

14. BOARD MEETINGS:

The Board of Directors duly met Nine (9) times on 30.05.2022,

18.06.2022, 13.08.2022, 03.09.2022, 02.10.2022, 10.11.2022,

07.12.2022, 30.12.2022 and 27.01.2023 and 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.

SNo	Directors	Number of Board Meetings
		Held	Present
1.	APabbathi Praveen Kumar	5	5
2.	APolsani Venkata Rama Rao	5	5
3.	a M Aditya Vardhan Reddy	5	5
4.	a Vanaja Kumari Dokiparthi	5	5
5.	a Raja Kumar Babulal	5	5
6.	AChandra Shekar Kondari	5	5
7.	**Mr.PBN Murthy	4	4
8.	**Mr.Dathivik Pabbathi	4	4
9.	**Mr. Vishal Nadimpalli	4	4
10.	** Ms. Dhanalakshmi Guntaka	4	4
11.	** Mr. Srikar Ranga	4	4
12.	** Mr. Vijaya Rama Lakshmana Murthy	4	4
^A Resigned w.e.f: 10.11.2022 ** Appointed w.e.f 10.11.2022

15. BOARD EVALUATION:

In a separate meeting of independent directors was conducted on 27.01.2023 to evaluate the performance of non-independent directors, the board as a whole and the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors.

16. 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 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-2.

17. RATIO OF REMUNERATION TO EACH DIRECTOR:

Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014, the ratio of remuneration to median employees is as mentioned in Annexure- 1

18. DIRECTORSâ RESPONSIBILITY STATEMENT

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgment 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 or loss of the Company for that period;

3. That the Directors have 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;

4. That the Directors have prepared the annual accounts on a going concern basis:

5. That the Directors have lain down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

6. That 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.

19. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

20. 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 auditors u/s 143(12).

21. CEO/ CFO CERTIFICATION:

The Managing Director and Chief Financial Officer Certification on the financial statements under Regulation 17 (8) of SEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2022-2023 is annexed in this Annual Report.

22. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

During the year under review, the Company does not have any subsidiaries, joint ventures or associate Companies.

23. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:

Since the Company has not accepted any deposits during the Financial Year ended March 31,2023, there has been no non-compliance with the requirements of the Act.

The Company complied with this requirement within the prescribed timelines.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not given loans, Guarantees or made any investments during the year under review which attracts the provisions of Section 186 of the Companies Act, 2013.

25. RELATED PARTY TRANSACTIONS:

Our Company has formulated a policy on related party transactions which is also available on Company''s website at www.abvl.co.in. This policy deals with the review and approval of related party transactions.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as Annexure 5 which forms part of this Report.

All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. Members may refer to note no. 25 to the financial statements which sets out related party disclosures pursuant to IND AS-24.

26. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:

A. Conservation of Energy:

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

27. COMMITTEES:A. AUDIT COMMITTEE:BRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Audit committee: Terms of reference of Audit committee covers all the matters prescribed under Regulation 18 (not applicable to the Company) of the Listing Regulations and Section 177 of the Act, 2013.

Brief Description of Terms of Reference: - 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.

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. Recommending the 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 before submission to the Board for approval with particular reference to;

(a) Matters required to be included in the directors'' responsibility statement to be included in the board''s report in terms of clause (c) of sub-section (3) of Section 134 of the Act;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(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 utilization of proceeds of [public issue or rights issue or preferential issue or qualifed institutional placement], and making appropriate recommendations to the board to take up steps in this matter;

vii. Review 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 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 dividend) 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, the cost-benefits and the 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.

During the financial year 2022-23, (6) Six meetings of the Audit Committee were held on the 30.05.2022, 13.08.2022, 20.10.2022, 10.11.2022, 07.12.2022 and 27.01.2023.

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name	Designation	Category	No. of meetings held	No. of meeting attended
^A M Aditya Vardhan Reddy	Chairman	NED(I)	4	4
^A Vanaja Kumari Dokiparthi	Member	NED(I)	4	4
a Raja Kumar Babulal	Member	ED	4	4
** Ms. Dhanalakshmi Guntaka	Chairperson	NED(I)	2	2
** Mr. Srikar Ranga	Member	NED(I)	2	2
** Mr. Vijaya Rama Lakshmana Murthy	Member	NED(I)	2	2

a Resigned w.e.f: 10.11.2022 ** Appointed w.e.f 10.11.2022

NED (I): Non Executive Independent Director ED: Executive Director

During the year, all recommendations of Audit Committee were approved by the Board of Directors.

B. NOMINATION & REMUNERATION COMMITTEEBRIEF DESCRIPTION OF TERMS OF REFERENCE:

The Nomination and Remuneration Committee (âNRC'') functions in accordance with Section 178 of the Act, Regulation 19 of the Listing

Regulations and its Charter adopted by the Board. The terms of reference of the NRC includes:

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 evalute 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.

vii. Recommend to the board, all remuneration, in whatever form, payable to senior management.

Perform other activities related to the charter as requested by the Board from time to time. During the financial year 2022-23, (2) two meetings of the Nomination & Remuneration Committee meeting were held on the following dates: 10.11.2022, 27.01.2023.

Name	Designation	Category	No. of meetings held	No. of meeting attended
^A M Aditya Vardhan Reddy	Chairman	NED(I)	1	1
^A Vanaja Kumari Dokiparthi	Member	NED(I)	1	1
a Polsani Venkata Rama Rao	Member	NED(I)	1	1
** Mr. Vijaya Rama Lakshmana Murthy	Chairman	NED(I)	1	1
** Mr. Srikar Ranga	Member	NED(I)	1	1
** Ms. Dhanalakshmi Guntaka	Member	NED(I)	1	1

a Resigned w.e.f: 10.11.2022

** Appointed w.e.f 10.11.2022

NED (I): Non-Executive Independent Director

28. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORSâ 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 âDirectorâ means a director appointed to the Board of a Company.

2.2 âNomination and Remuneration Committee means the committee constituted in accordance with the provisions of Section 178 of the Companies Act, 2013 and reg. 19 of SEBI (Listing Obligation and Disclosure Requirement), Regulations, 2015.

2.3 âIndependent Directorâ means a director referred to in sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015.

3. Policy:

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 Nomination and Remuneration Committee may take into account factors, such as:

â¢ General understanding of the Company''s business dynamics, global business and social perspective;

â¢ Educational and professional background

â¢ Standing in the profession;

â¢ Personal and professional ethics, integrity and values;

â¢ 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:

â¢ shall possess a Director Identification Number;

â¢ shall not be disqualified under the companies Act, 2013;

â¢ shall Endeavour to attend all Board Meeting and wherever he is appointed as a Committee member, the committee meeting;

â¢ shall abide by the code of conduct established by the company for Directors and senior management personnel;

â¢ 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;

â¢ 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

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 or member of the promoter group of the listed entity;

(ii) who is not related to promoters or Directors of the Company its holding, subsidiary or associate Company

c. who, apart from receiving director''s remuneration, has or had no material pecuniary relationship with the Company, its holding, subsidiary or associate Company, or their promoters, or Director, during the three immediately preceding financial year or during the current financial year;

d. none of whose relative

(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.

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 or any company belonging to the promoter group of the listed entity in any of the three finance years immediately preceding the finance 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

(ii) Is or has been an employee or proprietor or a partner, in any of the three finance year immediately preceding the financial 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;

(iv) is a chief Executive or Director, by whatever name called, of any nonprofit 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 lesser or lessee of the Company.

f. who is not less than 21 years of age

g. 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 âcode for independent Directors âas 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''s 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 committees 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.

Remuneration policy for Directors, key managerial personnel and other employees

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 and individual performance.

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:

2.1 âDirectorâ means a Director appointed to the Board of the Company.

2.2 âkey managerial personnelâ means

(i) The Chief Executive Officer 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 âNomination and Remuneration committeeâ means the committee constituted by Board in accordance with the provisions of Section 178

of the companies Act, 2013, clause 49 of the Equity Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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)

3.1.2 The Board on the recommendation of the NR 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 Nomination and Remuneration 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 and 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 as per the provisions of the Companies Act.

3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the meetings of the Board and the Committees thereof. The NonExecutive Directors shall also be entitled to profit related commission in addition to the sitting fees.

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.

C. REMUNERATION TO DIRECTORS

Name of the Director	Remuneration (Rs)	Sitting Fee (Rs)	Total (Rs)	No. of Equity Shares held
^APabbathi Praveen Kumar	-	-	-	-
^APolsani Venkata Rama Rao	-	-	-	-
^A M Aditya Vardhan Reddy	-	-	-	-
^A Vanaja Kumari Dokiparthi	-	-	-	-
a Raja Kumar Babulal	-	-	-	-
AChandra Shekar Kondari	-	-	-	-
**Mr.PBN Murthy	-	-	-	3,73,117
**Mr.Dathivik Pabbathi	-	-	-	5,31,017
**Mr. Vishal Nadimpalli	-	-	-	-
** Ms. Dhanalakshmi Guntaka	-	20,000	20,000	-
** Mr. Srikar Ranga	-	20,000	20,000	-
** Mr. Vijaya Rama Lakshmana Murthy	-	20,000	20,000	-
AResigned w.e.f: 10.11.2022 ** Appointed w.e.f 10.11.2022

Except for the remuneration details mentioned above, there is no other pecuniary relationship or transactions of the non-executive Director''s vis-avis the listed entity in terms of salary, benefits, bonuses, stock options, pension, fixed component and performance linked incentives.

D. MECHANISM FOR EVALUATION OF THE BOARD:

Independent Director meeting has compiled the data and made a report and informed the rankings of each Director in the Board Meeting and

also informed that the performance of Directors is satisfactory and they are recommended for continuation as Directors of the Company.

E. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:

The performance evaluation criteria for Independent Directors are already mentioned under the head âBoard Evaluationâ in Directors'' Report.

C. STAKEHOLDERS RELATIONSHIP COMMITTEE:BRIEF DESCRIPTION OF TERMS OF REFERENCE:

Terms of reference of the committee comprise of various matters provided under Regulation 20 of the Listing Regulations and section 178 of the Companies Act, 2013 which inter-alia include:

i. Resolving the grievances of the security holders of the Company including complaints related to transfer/ transmission of shares, nonreceipt 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.

During the financial year 2022-23, (1) one meeting of the Stakeholders and Relationship Committee meeting was held on 27.01.2023.

Name	Designation	Category	No. of meetings held	No. of meeting attended
^A M Aditya Vardhan Reddy	Chairperson	NED(I)	-	-
^A Polsani Venkata Rama Rao	Member	NED(I)	-	-
a Raja Kumar Babulal	Member	ED	-	-
** Ms. Dhanalakshmi Guntaka	Chairperson	NED(I)	1	1
** Mr. Dathvik Pabbathi	Member	NED(I)	1	1
** Mr. Vijaya Rama Lakshmana Murthy	Member	NED(I)	1	1

a Resigned w.e.f: 10.11.2022 ** Appointed w.e.f 10.11.2022

NED (I): Non-Executive Independent director ED: Executive director

29. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY):

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 2022-23, hence the section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and the Company need not adopt any Corporate Social Responsibility Policy.

30. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

31. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS/ TRIBUNALS:

There are no significant and material orders passed by the regulators /courts that would impact the going concern status of the Company and its future operations.

32. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:

M/S V Ravi & Co has provided the Auditors Report along with notes to accounts for the Financial Year ended 31.03.2023 with no qualifications and adverse remarks on company''s state of affairs.

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.

33. SECRETARIAL AUDIT REPORT:

The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2023 read with the Companies Act, 2013 on the Compliances according to the provisions of Section 204 of the Companies Act 2013, for conducting the Secretarial Audit for financial year ended March 31, 2023. The Secretarial Audit was carried out by M/s. Vivek Surana & Associates, Company Secretaries (CP No. 12901) for the financial year ended March 31, 2023. The Report given by the Secretarial Auditor is annexed herewith as Annexure-3 and forms integral part of this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark and the same does not have any reservation, qualifications or adverse remarks except that the Company does not have an Internal Auditor.

Reply:

The Company has appointed M/s. K.S. Ramakrishna & Co, Chartered Accountants as the Internal Auditors for the financial year 2023-24.

34. INTERNAL AUDITORS:

During the Year, no internal Auditor was appointed. However, M/s. K.S. Ramakrishna & Co., Chartered Accountants was appointed as Internal Auditors of the Company for the financial year 2023-24

35. SECRETARIAL STANDARDS:

Your Company is in compliance with the applicable secretarial standards.

36. DECLARATION BY THE COMPANY:

The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Companies Act,

2013, as on March 31,2023.

37. 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 annual return is disclosed on the website www.abvl.co.in.

38. DISCLOSURE ABOUT COST AUDIT:

The provisions of Cost Audit and keeping mandatory cost records do not apply to your Company.

39. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:

40. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

41. INSURANCE:

The properties and assets of your Company are adequately insured.

42. CORPORATE GOVERNANCE AND SHAREHOLDERS 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 envisaged in SEBI (LODR) Regulations, 2015 is not applicable.

43. NON-EXECUTIVE DIRECTORSâ COMPENSATION AND DISCLOSURES:

None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.

44. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

45. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

â¢ No. of complaints received:	Nil
â¢ No. of complaints disposed off:	Nil

46. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

47. FAILURE TO IMPLEMENT CORPORATE ACTIONS:

During the year under review, no corporate actions were done by the Company which were failed to be implemented.

48. 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 Insolvency and Bankruptcy Code, 2016.

49. 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.

50. POLICIES:

T he 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 (https://www.abvl.co.in). The policies are reviewed periodically by the Board and updated based on need and new compliance requirements.

51. 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: NA

52. ACKNOWLEDGEMENTS:

Mar 31, 2015

We have pleasure in presenting the 29th Annual Report with Audited Statements of Accounts for the year ended 31st March 2015.

1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS, STATE OF AFFARIS: [AS PER INFORMATION FROM THE COMPANY]:

(Rupees in Lakhs)

Particulars 2014-2015 2013-2014

Gross Income 0 7.95

Profit Before Interest and Depreciation 2.18 4.95

Finance Charges 0 0

Gross Profit 0 8.42

Provision for Depreciation 1.42 0.86

Net Profit Before Tax 3.61 0.94

Provision for Tax 0 0

Net Profit After Tax (3.61) (0.94)

Minority Interest 0 0

Balance of Profit brought forward 0 0

Balance available for appropriation 0 0

Proposed Dividend on Equity Shares 0 0

Tax on proposed Dividend 0 0

Transfer to General Reserve 0 0

Surplus carried to Balance Sheet 0 0

During the year under review, the Company has no revenue, and incurred loss of Rs. (3.61) Lakhs as against the income of Rs. 4.45 Lakhs and reported loss of Rs. (0.10) Lakhs in the previous financial year ending 31.03.2014.

2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:

There were no material changes and commitments affecting financial position of the company between 31st March and the date of Board's Report.

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:

Keeping in view the financial position of the Company, your Directors expressed inability to recommend dividend for the financial year 2014-15.

5. BOARD MEETINGS:

The Board of Directors duly met 6 (six) times on 30.05.2014, 14.08.2014, 25.08.2014, 14.11.2014, 13.02.2015 and 31.03.2015 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.

6. DIRECTORS AND KEY MANANGERIAL PERSONNEL:

During the year Mr. A. Sreekanth Reddy, Mr. C. Sarath C Kumar and Mr. Phanindranath Koganti were appointed as Additional Directors and as Executive Directors.

Now the Board proposes to appoint them as Directors of the Company.

During the year, Mrs. D Vanaja Kumari was appointed as Additional Director. Now the Board proposes to appoint her as Independent Director. Notice has been received from a Member proposing candidature of the Director namely Mrs. D Vanaja Kumari for the office of Independent Director of the Company. In the opinion of the Board, she fulfils the conditions specified in the Companies Act, 2013 and the Rules made there under for appointment as Independent Director of the Company.

Mr. P. Satyanaraya resigned w.e.f. 14.08.2015, and Y. Kondal Reddy resigned w.e.f. 14.02.2015 as Directors of the Company. The Board placed on record their sincere appreciation for the valuable services rendered by them during their tenure as Directors of the Company.

Details of re-appointment /appointment of the director:

Name of the Director Mr. Alluri Mr. Sarath Mr. Mrs.D Vanaja Sreekanth Chennupati Phanindra nath Kumari Reddy Kumar Koganti

Date of Birth 18.07.1979 15.05.1977 04.06.1976 07.09.1970

Date of Appointment 14.02.2015 14.02.2015 14.02.2015 31.03.2015

Qualiifi- cations MBA MBA Graduate Doctor

No. of Shares held in the 25,041 29,350 12,575 Nil Company

Directorships held in other Nil Nil Nil 1.Taaza companies
Positions held in Nil Nil Nil Nil mandatory committees of other companies

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 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 fulfill the following requirements:

- shall possess a Director Identification Number;

- shall not b 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 promoter 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 finance 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 finance 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 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 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 a 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 Finance 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 NR 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 NR 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 NR 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. The Non- Executive Directors shall also be entitled to profit related commission in addition to the sitting fees.

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 a declaration from Mr. D Vanaja Kumari and Mr. K M Aditya Vardhan Reddy, 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.

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 29.09.2014 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, 14.08.2014, 14.11.2014 and 14.02.2015.

The details of the composition of the Committee and attendance of the members at the meetings are given below:

Name Designation Category No of Meetings No of Meetings held attended

M Aditya Vardhan Reddy Chairman NED(I) 4 4

#Pabbati Satyanarayana Member NED(I) 4 4

**Phanindra- nath Koganti Member ED(P) 4 2

*D Vanaja Kumari Member NED(I) 1 Appt w.e.f. from 31.03.2015

* Appointed w.e.f. 31.03.2015

* Resigned on 14.08.2015

* * Appointed w.e.f. 14.02.2015

NED (I) : Non Executive Independent Director ED : Executive Director

V. NOMINATION & REMUNERATION COMMITTEE

The details of composition of the Committee are given below:

Name Designation Category

M Aditya Vardhan Reddy Chairman NED(I)

**Phanindranath Koganti Member ED(P)

#Pabbati Satyanarayana Member NED(I)

*D Vanaja Kumari Member NED(I)

NED (I): Non Executive Independent Director

ED : Executive Director

* Appointed w.e.f. 31.03.2015

* Resigned on 14.08.2015

* * Appointed w.e.f. 14.02.2015

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.

VI. STAKEHOLDERS RELATIONSHIP COMMITTEE A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category

M Aditya Vardhan Reddy Chairperson NED(I) **Phanindranath Koganti Member ED(P)

#Pabbati Satyanarayana Member NED(I>

*D Vanaja Kumari Member NED(I)

* Appointed w.e.f. 31.03.2015

* Resigned on 14.08.2015

* * Appointed w.e.f. 14.02.2015

NED (I) : Non Executive Independent Director

ED : Executive 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 lodgment in the case of shares held in physical form.

The Company has designated an exclusive e-mail ID called cenport@gmail.com Complaints/grievances.

VII. RISK MANAGEMENT COMMITTEE

A.) Composition:

The Details of composition of the Committee are given below:

Name Designation Category D Vanaja Kumari Chairperson NEd(I)

Phanindranath Koganti Member ED(P)

M Aditya Vardhan Reddy Member NED (I)

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 minimization.

- 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. The same has been placed on the website of the Company.

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. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:

The Company does not have any subsidiary company.

13. 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 ( ANNEXURE I)

14. STATUTORY AUDITORS:

M/s. M M Reddy & Co, Statutory Auditors of the company retires at the ensuing annual general meeting and is eligible for reappointment. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has received a written consent from the auditors to their re- appointment and a certificate to the effect that their re-appointment, if made, would be in accordance with the Companies Act, 2013 and the rules framed there under and that they have satisfied the criteria provided in Section 141 of the Companies Act, 2013.

The Board recommends the re-appointment of M/s. M M Reddy & Co., as the statutory auditors of the Company from the conclusion of this Annual General meeting till the conclusion of the next Annual General Meeting.

15. INTERNAL AUDIT:

The company has not appointed any internal auditor during the financial year 2014-15.

16. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 134(3)(f) & Section 204 of the Companies Act, 2013, Secretarial audit report as provided by M/s. S. S. Reddy & Associates, Practicing Company Secretaries is annexed to this Report as annexure.

17. 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:

The Board has duly reviewed the Secretarial Audit Report on the Compliances according to the provisions of section 204 of the Companies Act 2013, and noted that there is no Company Secretary, Internal auditor and Chief Financial Auditor appointed during the year in the company but the company is taking necessary measures to appoint the same at the earliest.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The required information as per Sec.134 (3) (m) of the Companies Act 1956 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

19. 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.

20. 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.

21. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.

22. INSURANCE:

The properties and assets of your Company are adequately insured.

23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given loans, Guarantees or made any investments during the year under review.

24. CREDIT & GUARANTEE FACILITIES:

The Company has not avail facilities of Credit and Guarantee.

25. RISK MANAGEMENT POLICY:

The risk Management Committee constitutes for the purpose will ensure all required measures shall be in place for better compliance.

26. CORPORATE SOCIAL RESPONSIBILTY POLICY:

Since your Company do not have 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, 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.

27. RELATED PARTY TRANSACTIONS:

During the year the company has not entered any Contracts or Arrangements with Related parties referred to in Section 188(1).

28. FORMAL ANNUAL EVALUATION:

As per section 149 of the Companies Act, 2013 read with clause VII (1) of the schedule IV and rules made there under, the independent directors of the company had a meeting on 30.03.2015 without attendance of non-independent directors and members of management. In the meeting the following issues were taken up:

(a) Review of the performance of non-independent directors and the Board as a whole;

(b) Review of the performance of the Chairperson of the company, taking into account the views of executive directors and non-executive directors;

(c) Assessing the quality, quantity and timeliness of flow of information between the company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

The meeting also reviewed and evaluated the performance of non-independent directors.

The meeting also reviewed and evaluated the performance the Board as whole in terms of the following aspects:

- Preparedness for Board/Committee meetings

- Attendance at the Board/Committee meetings

- Guidance on corporate strategy, risk policy, corporate performance and overseeing acquisitions and disinvestments.

- Monitoring the effectiveness of the company's governance practices

- Ensuring a transparent board nomination process with the diversity of experience, knowledge, perspective in the Board.

- Ensuring the integrity of the company's accounting and financial reporting systems, including the independent audit, and that appropriate systems of control are in place, in particular, systems for financial and operational control and compliance with the law and relevant standards.

It was noted that the Board Meetings have been conducted with the issuance of proper notice and circulation of the agenda of the meeting with the relevant notes thereon.

29. DISCLOSURE ABOUT COST AUDIT:

Cost Audit is not applicable to your Company.

30. RATIO OF REMUNERATION TO EACH DIRECTOR:

No Remuneration has been paid to any director of the company.

31. LISTING WITH STOCK EXCHANGES:

The equity shares of your company are listed on the BSE Ltd and Ahmedabad Stock Exchange Limited.

32. CORPORATE GOVERNANCE AND SHAREHOLDERS 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 is Not Applicable.

33. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:

The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.

34. SECRETARIAL STANDARDS: 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: NA

35. 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.

36. 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

37. 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 like SEBI, BSE, NSE, MCX, NSDL, CDSL, HDFC Bank and SBI etc. for their continued support for the growth of the Company.

For and on behalf of the Board of Arunjyoti Bio Ventures Limited

(Formerly Century 21st Portfolio Limited)

Sd/- Sd/-

Place: Secunderabad A. Sreekanth Reddy Phanindranath Koganti

Date: 28.08.2015 Executive Director Executive Director

(DIN 03488288) (DIN 02623033)

Mar 31, 2014

Dear Members

We have pleasure in presenting the 28th Annual Report with Audited Statements of Accounts for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS AND OPERATIONS

The operating results for the year are as follows:

(Rupees in Lakhs)

Particulars 2013-2014 2012-2013

Total Income 4.45 8.35

Profit/(Loss) before Interest and Depreciation (0.64) 1.20

Interest and Financial Charges - -

Depreciation and other Write-offs - 0.83

Profit/(Loss) before tax (0.64) 0.37

Provision for current tax and deferred tax - -

Profit/(Loss) after tax (0.10) 0.37

Add: Balance Brought forward - (42.17)

Balance carried forward - (41.80)

OPERATIONS:

During the year 2013-14, the Company had made revenue of Rs. 4.45 Lakhs against which the company is into net loss of Rs. (0.10) Lakhs as compared to the revenue of Rs. 8.35 Lakhs against a net profit of Rs. 0.37 Lakhs in the previous year 2012-13.

DIVIDEND:

Keeping in view the financial position of the Company, your Directors expressed inability to recommend dividend for the financial year 2013-14.

TRANSFER TO RESERVES:

In view of the loss incurred during the year, there is no transfer to Reserves & Surplus.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec. 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on the BSE Ltd, Delhi Stock Exchange Limited, Ludhiana Stock Exchange Limited and Ahmedabad Stock Exchange Limited.

CAPITAL OF THE COMPANY:

Authorized capital of the company stands at Rs. 3,50,00,000 divided into 35,00,000 equity shares of Rs. 10/- each. Paid up capital of the company stands at Rs. 2,07,09,000 divided Into 20,70,900 equity shares of Rs. 10/- each.

SUBSIDIARY COMPANY:

The Company does not have any subsidiary company.

DIRECTORS:

Mr. K. Ravi Kumar, Director of the company resigned w.e.f. 30.05.2014. The Board places on records its deep appreciation and gratitude for the valuable services rendered by him during his tenure as director on the Board of the company.

Mr. P. Satyanarayana and Mr. M. Aditya Vardhan Reddy were appointed as Additional Directors w.e.f. 30.05.2014. Now the Board proposes him to regularize.

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 any upper age limit of retirement of Independent Directors from the Board and their appointment and tenure 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 existing independent directors, as 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 Members proposing candidature of the Directors namely Mr. Y Kondal Reddy and Mr. M Aditya Vardhan Reddy 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.

Mr. D V Surender Babu will retire by rotation at the ensuing Annual General Meeting in terms of Section 152 and any other applicable provisions of the Companies Act, 2013 and being eligible offers himself for re-appointment.

BRIEF PROFILE:

Particulars Mr. Pabbati Mr. M Aditya Satyanarayana Vardhan Reddy

Date of Birth 15.03.1954 11.01.1987

Date of Appointment 30.05.2014 30.05.2014

Qualifications Graduate B Tech

No. of Shares held in the Company 194 NIL

Directorships held in other companies (excluding private limited and foreign companies) NIL NIL

Positions held in mandatory committees of other companies NIL NIL

Particulars Mr. D. V. Surendra Y Kondal Babu Reddy

Date of Birth 01.06.1963 24.08.1980

Date of Appointment 12.07.2010 12.07.2010

Qualifications Graduate CA

No. of Shares held in the Company NIL NIL

Directorships held in other companies (excluding private limited and foreign companies) NIL NIL

Positions held in mandatory committees of other companies NIL NIL

DIRECTORS'' RESPONSIBILITY STATEMENT:

The Directors confirm:

(i) that in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards have been followed;

(ii) that they have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at the end of the financial year and of the profits of the company for the year under review;

(iii) that they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safe guarding the assets of the company and for preventing and detecting fraud and other irregularities;

(iv) that they have prepared the annual accounts for the financial year ended March 31, 2014 on a ''going concern'' basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO:

The required information as per Sec. 217 (1) (e) of the Companies Act 1956 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

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

AUDITORS:

M/s. M.M. Reddy & Co., Chartered Accountants, Statutory Auditors of the Company retires at the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed there under, it is proposed to appoint them as Statutory Auditors of the Company from the conclusion of the forthcoming AGM till the conclusion of the AGM to be held in the year 2017, subject to ratification of their appointment at the subsequent AGMs.

CODE OF CONDUCT:

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Managing Director is given in Annexure.

AUDITOR''S REPORT:

The Board has duly reviewed the Statutory Auditor''s Report on the Accounts for the year ended March 31st, 2014 and has noted that the same does not have any reservation, qualification or adverse remarks.

STATUTORY COMPLIANCE:

The Company has complied with the required provisions relating to statutory compliance with regard to the affairs of the Company. However the Company was imposed a penalty of Rs. 2,00,000/- by Securities and Exchange Board of India for non compliance of Clause 35 of the equity listing agreement read with Section 21 of the SCRA.

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.

DECLARATION BY DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders,

I, D. V. Surendra Babu, Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board of Century 21st Portfolio Limited

Sd/- D. V. Surendra Babu Place: Secunderabad Director Date: 25.08.2014 (DIN : 03229560)

Mar 31, 2013

We have pleasure in presenting the 27th Annual Report with Audited Statements of Accounts for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS AND OPERATIONS

The operating results for the year are as follows:

(Rupees in Lakhs)

Particulars 2012-2013 2011-12

Total Income 8.35 21.33

Profit/(Loss) before Interest and Depreciation 1.20 2.28

Interest and Financial Charges

Depreciation and other Write-offs 0.83 1.60

Profit/(Loss) before tax 0.37 0.68

Provision for current tax and deferred tax

Profit/(Loss) after tax 0.37 0.68

Add: Balance Brought forward (42.17) (42.85)

Balance carried forward (41.80) (42.17)

OPERATIONS:

During the year 2012-13, the Company had made revenue of Rs. 8.35 Lakhs against which the company earned a net profit of Rs. 0.37 Lakhs as compared to the revenue of Rs. 21.33 Lakhs against a net profit of Rs. 0.68 Lakhs in the previous year 2011-12. DIVIDEND:

Keeping in view the financial position of the Company, your Directors expressed inability to recommend dividend for the financial year 2012-13.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on the BSE Ltd, Delhi Stock

Exchange Limited, Ludhiana Stock Exchange Limited and Ahmedabad Stock

Exchange Limited.

PROPOSED DELISTING OF SECURITIES :

Considering nil trading and as a part of its cost reduction measure, your Directors recommend for members approval the proposed De-listing of shares at Delhi

Stock Exchange Limited, Ludhiana Stock Exchange Limited and Ahmedabad

Stock Exchange Limited.

CAPITAL OF THE COMPANY:

Authorized capital of the company stands at Rs. 3,50,00,000 divided into 35,00,000.equity shares of Rs. 10/- each. Paid up capital of the company stands at Rs. 2,07,09,000 divided Into 20,70,900 equity shares of Rs. 10/- each.

SUBSIDIARY COMPANY:

The Company does not have any subsidiary company.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely Mr.Y.Kondal Reddy retires by rotation and being eligible, offers himself for re-appointment at this ensuring Annual General

Meeting. Your Directors recommend his re-appointment.

During the year, Mr. Hemraj Baid resigned from the Board w.e.f 19.10.2012.

The Board placed on record its sincere appreciation for the valuable services rendered by him during his tenure as Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm

1. That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

2. That 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.

3. That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

4. That the directors had prepared the annual accounts on the going concern basis.

Compliance Certificate :

Your company has obtained a Secretarial Compliance Certificate under proviso to subsection (1) of section 383A of Companies Act, 1956 from a practising Company Secretary and the same is enclosed with this report as Annexure.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EX- CHANGE EARNINGS AND OUT GO :

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder: A. Conservation of Energy:

Your Company''s operations are not energy intensive. Adequate meas- ures 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

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable. CODE OF CONDUCT:

The Code of conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of conduct has also been place signed on the website the company. A declaration signed by the Managing Director is given in Annexure. AUDITORS:

Your directors propose the appointment of M/s. M. M. Reddy & Co., as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company. 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.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders

I, K. Ravi Kumar, Managing Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same. For and on behalf of the Board

CENTURY 21ST PORTFOLIO LIMITED Sd/-

Place: Hyderabad K. Ravi Kumar

Date: 14.08.2013 Director

Mar 31, 2012

The have pleasure in presenting the 26th Annual Report with Audited Statements of Accounts for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS AND OPERATIONS

The operating results for the year are as follows:

(Rupees in Lakhs)

Particulars 2011-2012 2010-11

Total Income 21.33 14.15

Profit/(Loss) before Interest and Depreciation 2.71 (3.78)

Less:

Interest and Financial Charges 0.43 0.43

Depreciation and other Write-offs 1.60 1.81

Profit/(Loss) before tax 0.68 (6.03)

Provision for current tax and deferred tax - -

Profit/(Loss) after tax 0.68 (6.03)

Add: Balance Brought forward (42.85) (36.82)

Balance carried forward 42.17 (42.85)

OPERATIONS:

During the year 2011-12 the company had a turnover of Rs. 21,33,342/- which the company earned a net profit of Rs. 67843/- as compared to the turnover of Rs. 14,15,558/- and a net loss of Rs. 6,02,785/- in the previous year 2010-11.

DIVIDEND:

Keeping the Company''s expansion and growth plans in mind, your Directors have decided not to recommend dividend for the year.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on the Bombay Stock Exchange Limited.

CAPITAL OF THE COMPANY:

Authorized capital of the company stands at Rs. 35,00,0000 divided into 35,00,000 equity shares of Rs. 10/- each. Paid up capital of the company stands at Rs.2,07,09,000 divided Into 20,70,900 equity shares of Rs. 10/- each.

SUBSIDIARY COMPANY:

The Company do not have any subsidiary company.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of your Company and its businesses is given in the Management Discussion and Analysis, which forms part of this Report.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director namely Mr. K. Ravi Kumar retires by rotation and being eligible, offers himself for re-appointment at this ensuring Annual General Meeting. Your Directors recommend his re-appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 your directors confirm

i) That the directors in the preparation of the annual accounts the applicable accounting standards have been followed along with proper explanations relating to material departures.

ii) That 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.

iii) That the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safe guarding the assets of the company and for preventing and deleting fraud and other irregularities.

iv) That the directors had prepared the annual accounts on the going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EX- CHANGE EARNINGS AND OUT GO :

The required information as per Sec.217 (1) (e) of the Companies Act 1956 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 com- puters 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 : Foreign Exchange Outgo :

PARTICULARS OF EMPLOYEES:

There is no employee who is falling under section 217 (2A). Therefore, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT:

The Code of conduct has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. Code of conduct has also been place signed on the website the company. A declaration signed by the Managing Director is given in Annexure.

AUDITORS:

Your directors propose the appointment of M/s. M. M. Reddy & Co., as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE:

The Corporate Governance is not applicable to the Company, as the paid up capical on the Company, is less than 3 crores.

COMPLIANCE CERTIFICATE U/SEC. 383A OF THE COMPANIES ACT, 1956 :

In accordance with requirement of Section 383A of the Companies Act, 1956 the Company has taken a Compliance Certificate from Practicing Company Secretary for the Financial Year 2011-12.

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.

DECLARATION BY MANAGING DIRECTOR OF AFFIRMATION BY DIRECTORS AND SENIOR MANAGEMENT PERSONNEL OF COMPLIANCE WITH THE CODE OF CONDUCT:

The shareholders

I, K. Ravi Kumar, Director of the Company do hereby declare that the directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board

CENTURY 21ST PORTFOLIO LIMITED

Place: Hyderabad K. Ravi Kumar

Date: 14.08.2012 Director

Mar 31, 2011

The Directors have pleasure in presenting the 25th Annual Report of the Company for the financial year ended 31st March, 2011.

FINANCIAL RESULTS:

The performance of the Company for the financial year ended 31st March, 2011 is summarized below:

(Rs. in lakhs)

Particulars 2010-11 2009-10

Gross Revenue 14.16 18.41

Total Expenditure 20.18 17.65

Profit before financial charges, depreciation and taxation 21.99 20.14

Less: Financial Charges - -

Depreciation 1.81 2.49

Profit/(Loss) before tax(PBT) (6.03) 0.75

Less: Provision for Current tax - -

Fringe Benefit Tax - -

Deferred Tax Liability - -

Profit/(Loss) after tax (6.03) 0.75

Provision for dividend - -

Provision for dividend tax - -

Balance carried to Balance Sheet (42.85) (36.83)

Earnings per share (0.2) 0.02

OPERATIONS:

The Company has recorded a turnover of Rs.14.16 lacs in the current year and incurred a net loss of Rs.6.03 lacs as against the turnover and profit of Rs.18.41 lacs and Rs. 0.75 lacs respectively.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

CAPITAL OF THE COMPANY:

The authorized capital of the Company stands at Rs.35,000,000 (Rupees Three crores and fifty lakhs only) consisting of 35,00,000 equity shares of Rs.10/- each. Paid up capital of the Company stands at Rs.1,97,59,000 (Rupees One crore ninety seven lakhs and fifty nine thousand only) consisting of 1975900 Equity shares of Rs. 10/- each.

LISTING:

Presently the equity shares of the Company are listed on Bombay Stock Exchange Limited, Delhi Stock Exchange Limited, Ahmadabad Stock Exchange Limited and Ludhiana Stock Exchange Limited.

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director, Mr. D V Surendra Babu retires by rotation and is eligible for reappointment.

Your Board recommends the re-appointment of the Director above.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgment 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;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the Annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule

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

PARTICULARS OF EMPLOYEES

As the Company is not having any employee during the year under review, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Director is given in Annexure.

AUDITORS

Your directors propose the appointment of M/s M.M. Reddy & Co., Chartered Accountants, as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

CORPORATE GOVERNANCE

Clause 49 of the Listing Agreement with Stock Exchanges is not applicable to the company since the paid up capital is less than Rs. 3 Crores.

ACKNOWLEDGEM ENTS

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 of

Century 21st Portfolio Limited

Place: Hyderabad K. Ravi Kumar

Date: 05.09.2011 Director & C.S.

Mar 31, 2010

The Directors have pleasure in presenting the 24th Annual Report of the Company for the financial year ended 31st March, 2010.

FINANCIAL RESULTS:

The performance of the Company for the financial year ended 31st March, 2010 is summarized below:

(Rs.in Lakhs)

Particulars 2009-10 2008-09

Gross Revenue 18.41 14.69

Total Expenditure 14.45 12.25

Profit before financial charges, depreciation and taxation 3.96 2.44

Less: Financial Charges 0.71 0

Depreciation 2.49 1.22

Profit/(Loss) before tax (PBT) 0.76 1.22 Less: Provision for Current tax 0.00 0.82

Profit/(Loss) after tax 0.76 0.41

Add:- Balance brought forward from Previous year -37.58 -31.99

Balance carried to Balance Sheet 36.82 37.58

OPERATIONS:

The Company has earned gross profit of Rs. 18.41 lakhs in the current year and made a net profit of Rs.0.76 lakhs during the year.

The Company has been continuously working to improve the performance to a greater extent by following both organic and inorganic modes. In this regard the company seriously contemplating and on look out for acquisition of companies which are engaged in agri-related areas.

PUBLIC DEPOSITS:

Your Company has not accepted any deposits falling within the meaning of Sec.58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposits) Rules, during the financial year under review.

LISTING:

The equity shares of your company are listed on Bombay Stock Exchange Ltd, Delhi Stock Exchange Ltd, Ahmedabad Stock Exchange Ltd and Ludhiana Stock Exchange Ltd.

Your directors pleased to mention that the Bombay Stock Exchange Ltd, has revoked the suspension in trading of equity shares of the Company .

DIRECTORS:

In accordance with the Companies Act, 1956 read with Articles of Association of the company the Director, Mr.T.Surya Prakasa Rao retires by rotation and do not seek reappointment.

During the year Mrs. Malisetty Anja Rajeswari and Mr. Kolluri Satyanandam were resigned as directors and Mr. Hemraj Baid was appointed as a Director

Further, Mr. Y.Kondal Reddy and Mr. D.V. Surendra Babu were appointed as additional Directors of the Company, w.e.f 12.07.2010 The company has received notice in writing from members of the company along with the requisite deposit under Section 257 read with section 190 of the Companies Act, 1956 proposing the candidature of the above said persons for the Office of Director, Hence your directors recommend the same for your approval.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Sec.217 (2AA) of the Companies Act, 1956 the Board of Directors of your Company hereby certifies and confirms that:

i. In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. The Directors have selected such accounting policies and applied them consistently and made judgment 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;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

iv. The Directors have prepared the Annual accounts on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT GO

The required information as per Sec.217 (1) (e) of the Companies Act 1956 is provided hereunder:

A. Conservation of Energy

Adequate measures have been taken to reduce energy consumption, wherever possible. Total energy consumption and energy consumption per unit of production is not applicable as company is not included in the industries specified in the schedule.

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

PARTICULARS OF EMPLOYEES

As the Company is not having any employee during the year under review, the disclosures required to be made under section 217 (2A) of the Companies Act, 1956 and the rules made there under are not applicable.

CODE OF CONDUCT

The Code has been circulated to all the members of the Board and Senior Management and the compliance of the same has been affirmed by them. A declaration signed by the Director is given in Annexure.

AUDITORS

M/s Venkata Srinivas & Associates., Chartered Accountants retire at the ensuing Annual General Meeting and being-eligible have not opted for re-appointment. Your directors propose the appointment of M/s M.M. Reddy & Co., Chartered Accountants, as statutory auditors to hold office until the conclusion of the next Annual General Meeting of the company.

COMPLIANCE CERTIFICATE

Compliance Certificate issued by Mr.K.V.Chalama Reddy,Practising Company Secretary pursuant to section 383A of the Companies Act, 1956 which forms part of the report is annexed herewith

CORPORATE GOVERNANCE

Clause 49 of the Listing Agreement with Stock Exchanges is not applicable to our company since the paid up capital is less than Rs. 3 Crores.

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.

Declaration by Director of affirmation by Directors and senior Management personnel of compliance with the code of conduct

The Shareholders,

I, K. Ravi Kumar, Director & C.S of the Company, do hereby declare that the Directors and senior management of the Company have exercised their authority and powers and discharged their duties and functions in accordance with the requirements of the code of conduct as prescribed by the company and have adhered to the provisions of the same.

For and on behalf of the Board of Directors of Century 21st Portfolio Limited

Place: Hyderabad K. Ravi Kumar

Date: 04.09.2010 Director & C.S.

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