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Directors Report of ATV Projects India Ltd.
Mar 31, 2025
Your Directors are pleased to present the 38th Report together with
the Audited Statement of Accounts for the year ended 31st March,
2025.
1. FINANCIAL RESULTS:
|
Particulars |
Year Ended |
Year Ended |
|
Total Revenue from |
7056.86 |
6153.15 |
|
Other Income |
74.45 |
10.41 |
|
Total |
7131.31 |
6163.56 |
|
Profit / (Loss) before |
735.97 |
640.41 |
|
Exceptional Items |
NIL |
NIL |
|
Profit before tax |
735.97 |
640.41 |
|
Tax Expenses (Net) |
(4.15) |
(5.28) |
|
Profit / (Loss) after Tax |
740.12 |
645.69 |
|
Other comprehensive |
NIL |
NIL |
|
Total Comprehensive |
740.12 |
645.69 |
|
Balance Profit carried to |
4845.11 |
4104.99 |
Material changes and commitments which have occurred after the
close of the year till the date of this report, which affect the financial
position of the Company are reported at appropriate places to this
report.
2. TRANSFER TO RESERVES:
For the period ended 31st March, 2025 the Company has not
transferred any sum to Reserve.
3. SHARE CAPITAL:
The Authorized Share Capital of the company as on 31st March,
2025 is Rs.75 crores divided into 7,50,00,000 Equity Shares of Rs.
10/- each. The Issued & Subscribed capital as on same date is Rs.
53, 11, 74,250 divided into 5, 31, 17,425 equity shares of Rs 10/-
each. Calls in arrears were Rs. 56.17 lacs. Paid up capital as on
31st March, 2025 remained Rs.5255.57 Lacs. During the year
under review the Authorized, Issued, Subscribed and Paid-up
capital of the company remained unchanged.
During the financial year, the Company initiated the process of
reclassifying certain entities from the ''Promoter'' category to the
''Public'' category, in accordance with Regulation 31A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015. These entities either held no equity shares or held less than
1% of the Company''s total shareholding.
The proposal for reclassification was approved by the Board of
Directors at its meeting held on 9th August, 2023 and an application
was subsequently submitted to BSE Limited on 18th August, 2023.
The following entities were considered for reclassification from the
''Promoter'' category to the ''Public'' category:
1. Apple Steels Private Limited
2. Chaturvedi Growth Funds Private Limited
3. Krishna Suppliers Private Limited
4. Maharshi Agro Private Limited
5. Manmohak Farm Products Private Limited
6. Marsh Energy Private Limited
7. Rainbow Multi Techs Private Limited
8. Soubhagya Finance Private Limited
9. Yamuna Estate Private Limited
10. Akhil Marketing Private Limited (22,597 shares of ATV)
11. Krishna Advisors Private Limited (54,222 shares of ATV)
12. Mamta Holdings Private Limited (20,035 shares of ATV)
BSE Limited granted its approval for the said reclassification on
18th June, 2024. Accordingly, Promoters holding zero holding and
less then 1% were moved to Public Category. These changes were
subsequently incorporated in all the filings with the BSE and
Regulatory authorities.
4. DIVIDEND:
The company has earned profits during the year; however, it would
like to retain the same for the growth of the company. Hence, the
company is not declaring the dividend for the current year.
5. OPERATION/ STATE OF COMPANY''S AFFAIRS:
Your Mathura plant is fully equipped to undertake fabrication of
critical equipment required in Chemical & Petro-
chemical/Hydrocarbon, Cement, Hydro Power, Steel, Sugar,
Desulfurization (FGD) and DeNOX system, Power Sectors and etc.
In order to enhance our machining capabilities for manufacture and
supply of critical equipment required for cement and Power sectors.
Company has installed some additional new machines and
replaced the old machines with new modern machines such as
welding, drilling, Grinding, Cutting machines etc.
The existing CNC Horizontal Boring Machine (Skoda make), which
has been retrofitted for enhanced functionality, is currently in
continuous operation. It is being effectively utilized for in-house
machining of various components related to cement plants, hydro
and power projects, and other heavy fabrication assignments. To
further improve its performance, the machine is scheduled for
comprehensive servicing and calibration by a specialized agency.
This initiative is aimed at enhancing operational speed, machining
accuracy, and overall efficiency in handling high-precision jobs.
Newly installed VTL (Vertical Turret Lathe) is continuously under
operation & the various cement, hydro, power plant equipment &
other heavy machining job are being machining in house.
Retro-Fitting of Tube Bending Machine: To align with projected
business opportunities and client expectations, ATV is undertaking
a comprehensive retro-fitting of its existing, non-operational tube
bending machine. The initiative follows strong assurance from a
key client regarding significant future orders for economizers,
superheaters, and other tube-based components upon
enhancement of this capability. The retro-fitting work, being carried
out by the Original Equipment Manufacturer (OEM), will include
critical mechanical and control system upgrades to restore the
machine to modern operational standards, thereby strengthening
our production capacity and responsiveness.
Our in-house developed Design and Engineering team is fully
operational, & giving their performance in meeting the eligibility
criteria required for participation in tenders floated from various
Companies & executing the engineering services (Drawing &
Design) for new awarded projects including âU'' Stamp services.
Enlistment with EIL: Your Company has already been approved by
EIL for manufacturing & supplies for Carbon steel pressure vessels
up to 100 mm thickness and we are getting the business for
pressure vessels & other process equipment. This major milestone
has really paved the way for future growth in Oil & gas sector. We
are continuously bidding using the qualification criteria and getting
regular business from Chemical-petro chemical & refineries sector
etc.
Enlistment with PDIL: Your Company has successfully secured
approval and enlistment with PDIL as an approved manufacturer of
CS Pressure Vessels. This significant milestone is expected to
pave the way for receipt of future enquiries and orders, particularly
from the fertilizer and allied sectors. In view of the numerous
upcoming fertilizer projects across India, ATV is actively pursuing
an enhancement of its approval scope across additional
categories, thereby positioning itself to cater to a broader range of
engineering and fabrication requirements.
Future Business Outlook
We are expecting approx. Rs. 100 Crores orders in the financial
year of 2025-26 for manufacturing of various equipment from the
clients namely M/s L&T, M/s ISGEC, M/s. Voith, M/s Andritz Hydro
Pvt. Ltd., M/s FL Smidth Private Limited, M/s Humboldt Wedag
India Pvt Ltd. M/s SAEL & M/s Thyssen/NRL, PP Boiler, Thermo
Fab, Gramp Enviro Solutions Pvt. Ltd, IOCL, GAIL, Kemcco, Power
Machine- Hydro etc.
New business development:
Management is planning to retrofitted / replace the old machinery at
our plant as the existing machines are 30/40 years old and to be at
par in the global market, discussion with the technical staff and the
consultant are going on.
Your company has been contacting several industries in the field of
cement for new contracts. Your company, after obtaining RDSO
approval for fabrication of heavy steel Girders, railway bridges for
the railway are negotiating with several companies for fabrication of
railway bridges.
Your company is in discussion and expecting few orders in the field
of Steel & Power. We are exploring various options for tie up with a
technology provider for ethanol for Indian and African markets to
execute project in India and Africa. Indian government policy to
increase ethanol blending from existing approx. 5 to 20% will
generate lot of business in this sector.
Tie up with Engineering Consultant like Korus engineering
solutions may also open a lot of business opportunities for ATV
projects by joint bidding for EPC projects in steel sector.
Your company to expand its business in the EPC projects of boilers.
By tying up with M/s Avant Garde System & Controls Pvt Ltd, you
are able to offer a wide range of services that includes design,
manufacturing, supply, installation, erection, and commissioning.
This will enable you to provide turnkey solutions to your clients,
which can be very attractive to them. The fact that the scope of the
tie-up covers different industries such as sugar, distillery, steel,
power, chemical, petrochemical, food processing, co-generation
plant, waste-to-energy, and textile projects is an advantage as it
opens up multiple business opportunities for your company. You
can leverage this opportunity to achieve significant growth and
success in the EPC projects of boilers.
Your company is already enlisted in Engineers India Limited for
manufacturing & supply of Carbon Steel Pressure Vessels up to
100 mm thickness and now ATV is planning to enhance the
approval in various categories like Heat Exchangers & Stainless
Steel Vessels etc.
Your company has expanded its business in the static equipment by
increasing its capacity & quality for manufacturing and supply of
Pressure Vessels of higher thickness ranges by obtaining the
ASME U, S & R Stamps Certification. Obtaining the ASME U, S & R
Stamp Certification certainly has opened up new opportunities for
your company and helped to attract more customers who require
pressure vessels that meet ASME standards. We have started
getting business with ASME Stamp certification.
6. MANAGEMENT:
Company is managed by well qualified, experienced professionals
guided by the Board of Directors.
7. BOARD OF DIRECTORS:
The Board is duly constituted having combination of Executive and
non Executive Directors.
During the year under review,
Mr. M. V. Chaturvedi, Chairman (DIN: 00086331) is the Permanent
Director.
Mr. K.S. Nalwaya (DIN: 01259966) is the Independent Directors of
the Company.
Mr. Arun Kumar Sharma (DIN: 09247743) who was appointed as a
Whole Time Director in the Annual General meeting on 10th August,
2022 for a term of three years will be completing his tenure as a
Whole Time Director. Based on recommendations of Nomination
and Remuneration Committee in its meeting held on 19th July,2025
and the Board of Directors at their meeting held on 19th July, 2025
recommended, re-appointment of Mr. Arun Kumar Sharma (DIN:
09247743) as a Whole Time Director for a second term of 5 years,
consent of shareholders by way of special resolution is proposed in
the 38th Annual General Meeting of the Company.
Mrs. Payal Sanghavi (DIN-08133682) who was appointed as an
Independent Woman Director in the Annual General meeting on
10th August, 2022 for a term of three years will be completing her
tenure as an Independent Woman Director. Based on
recommendations of Nomination and Remuneration Committee in
its meeting held on 19th July,2025 and the Board of Directors at
their meeting held on 19th July, 2025 recommended, re¬
appointment of Mrs. Payal Sanghavi (DIN-08133682) as an
Independent Woman Director for a second term of 5 years, consent
of shareholders by way of special resolution is proposed in the 38th
Annual General Meeting of the Company.
Mrs. Deepa Rai (DIN- 09373145) who was appointed as an
Independent Director in the Annual General meeting on 10th
August, 2022 for a term of three years will be completing her tenure
as an Independent Director. Based on recommendations of -
Nomination and Remuneration Committee in its meeting held on
19th July, 2025 and the Board of Directors at their meeting held on
19th July, 2025 recommended, re-appointment of Mrs. Deepa Rai
(DIN- 09373145) as an Independent Director for a second term of 5
years, consent of shareholders by way of special resolution is
proposed in the 38th Annual General Meeting of the Company.
Mr. Harish Chandra Gupta (DIN: 02237957), is a Non-Executive
Director will retire by rotation in this Annual General Meeting. Being
eligible, he offers himself to be reappointed as Director.
During the year Mr. H. P. Sharma ceased to be an Independent
Director of the Company due to his sad demise on 24th August,
2024.
Mrs. Pooja Bagwe has resigned from the position of Whole Time
Director and Company Secretary of the Company w.e.f. from 25th
December, 2024, and Mrs. Sarada Patro has been appointed as a
Company Secretary w.e.f. 11th February, 2025.
Mr. Rakesh Tiwari (DIN- 10805204) who has been appointed as
Additional Director with effective from 26th October, 2024
designated as Independent Director. As per SEBI LODR, 2015 Mr.
Rakesh Tiwari (DIN- 10805204) appointment has been regularized
through Postal Ballot on 17th January, 2025.
The Company has received declaration from Independent
Directors that they meet the criteria of independence as prescribed
under subsection (6) of Section 149 of the Companies Act and
Regulation16(1)(b) of the Securities Exchange Board of India
(Listing Obligation and Disclosure Requirements) Regulations,
2015
None of the Directors of the company are disqualified for being
Directors as specified 164 under Section of the Companies Act,
2013. Report from Independent Company Secretary in Practice is
attached as Annexure-3.
During the year, the Company has replaced the existing Articles of
Association with a new set of Articles of Association through postal
ballot to align with the Companies Act, 2013 and other applicable
provisions and notifications/enactments thereof.
8. MEETINGS OF THE BOARD AND COMMITTEE HELD
DURING THE YEAR:
A. BOARD MEETINGS:
During the year, five board meetings were convened and held, the
details of which are given in the Corporate Governance Report.
B. COMMITTEE MEETINGS:
For the details of Composition of the Committees viz. Audit
Committee, Stakeholders'' Relationship Committee, Nomination
and Remuneration Committee and Corporate Social Responsibility
Committee and details of the number of meetings held of each
committee, kindly refer to the report on Corporate Governance.
All the recommendations made by the Audit Committee,
Stakeholders'' Relationship Committee, Nomination and
Remuneration Committee and Corporate Social Responsibility
Committee were accepted by the Board.
C. MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors of the Company met during the year on
11th February 2025. The details of which are given in the Corporate
Governance Report.
All Independent Directors have given declarations that they meet
the criteria of independence as laid down under Section 149(6) of
the Companies Act, 2013 and SEBI (LODR) Regulations 2015 and
amendments thereof.
9. PERFORMANCE EVALUATION OF THE BOARD AND
INDIVIDUAL DIRECTORS:
For details of the annual evaluation of the performance of the board,
its Committees and of individual directors and Committee, kindly
refer to the report on Corporate Governance.
10. COMPANY''S POLICY RELATING TO DIRECTORS''
APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES:
The Board has duly approved and adopted a policy viz. âPolicy for
Remuneration of the Directors, Key Managerial Personnel and
other Employeesâ recommended by the Nomination and
Remuneration Committee relating to appointment of Directors/ Key
Managerial Personnel/ other employees, payment of remuneration
to directors/ Key Managerial Personnel/ other employees, Directors
qualifications, positive attributes, Independence of Directors and
other related matters as provided under the Companies Act, 2013.
All the remunerations to the directors/ Key Managerial Personnel/
employees are as per the Company''s Policy viz. âPolicy for
Remuneration of the Directors, Key Managerial Personnel and
other Employeesâ.
11. DIRECTOR''S RESPONSIBILITY STATEMENT:
In compliance with the Provisions of Section 134(5) of the
Companies Act, 2013, your Directors wish to place on record.
i) That in preparing the Annual Accounts, all applicable
accounting standards have been followed.
ii) That the accounting policies adopted are consistently
followed and the judgments and estimates made are
reasonable and prudent so as to give a true and fair view of
state of affairs of the Company at the end of the Financial Year
and of the Profit and Loss Account of the Company for the
Financial Year, under review.
iii) That the Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing / detecting fraud
and other irregularities.
iv) That the Annual Accounts have been prepared on a going
concern basis.
v) That 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.
vi) That the Directors had devised proper system to ensure
compliance with the provisions of all applicable laws and that
such systems were adequate and operating effectively.
12. SECRETARIAL STANDARDS:
The Directors state that applicable Secretarial Standards, i.e. SS-1
and SS-2, relating to âMeetings of the Board of Directors'' and
âGeneral Meetings'', respectively, have been duly followed by the
Company.
13. CHANGE IN THE NATURE OF BUSINESS:
There were no changes in the nature of the business of the
Company during the period under review.
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the
financial position of the Company between the end of period to
which these financial statements relate and the date of this Report.
15. VIGIL MECHANISM:
Company has suitable vigil mechanisms to deal with the essence ol
fraud and mismanagement, if any. No personnel have been denied
access to the Audit Committee.
16. ANNUAL RETURN:
As required under Section 92(3) of the Companies Act 2013,
Annual Return of the Company is available on the website of the
Company at the weblink http://www. atvprojects.co.in/.
17. SUBSIDARIES, JOINT VENTURE AND ASSOCIATES
COMPANIES:
There are no subsidiaries, Joint Venture and Associates
Companies of ATV Projects India Limited.
18. INTERNAL AUDITOR:
In accordance with the provisions of Section 138 of the Companies
Act, 2013, the Company has appointed Mr. Shivkumar Sharma,
Chartered Accountant as an Internal Auditor who reports to the
Audit Committee. Quarterly internal audit reports are submitted to
the Audit Committee, which reviews the audit reports and suggests
necessary action.
Mr. Shivkumar Sharma & Associates, Chartered Accountants, are
appointed as Internal Auditor w.e.f. 28th May, 2025 for the financial
year 2025-26.
19. STATUTORY AUDITORS:
At the 35th Annual General Meeting of the Company held on 10th
August, 2022 the members approved appointment of M/S. RHAD &
Co. (FR No 102588W) Chartered Accountants for second term, as
Statutory Auditors of the Company to hold office for a period of five
years from the conclusion of 35th Annual General Meeting till the
conclusion of the 40th Annual General Meeting, subject to
ratification of their appointment by members at every Annual
General Meeting if so required by the Companies Act 2013. Vide
notification dated 7th May, 2018, the Ministry of Corporate Affairs
has done away with the requirement of seeking ratification of
members for appointment of auditors at every Annual General
Meeting. Accordingly, no resolution is proposed for ratification of
appointment of statutory auditors at the 38th Annual General
Meeting.
The comments by the Auditors in their Report are self-explanatory
and, on the opinion of the Board, do not require any further
clarifications.
The Auditor''s Reports on the Financial Statements for the financial
year ended 31st March, 2025 does not contain any qualification,
reservation or adverse remark requiring any explanations /
comments by the Board of Directors.
The comments by the Auditors in their Report are self-explanatory
and, on the opinion of the Board, do not require any further
clarifications.
20. SECRETARIAL AUDITORS:
Pursuant to Regulation 24A(1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, and in
compliance with SEBI''s circular SEBI/HO/CFD/CFD-PoD-
2/CIR/P/2024/185 dated 31st December, 2024 read with the
applicable provisions of Companies Act, 2013 and other applicable
regulations/ notifications, Board of Directors has recommended
M/s ND and Associates, Company Secretary in practice (COP No:
4741) as the Secretarial Auditor of the Company for a period of five
consecutive years, from the conclusion of the ensuing Annual
General Meeting till the conclusion of the 43rd Annual General
Meeting subject to the approval of Shareholders in the ensuing
Annual General Meeting of the Company on such terms and
remunerations as may be mutually agreed upon between the said
secretarial auditor and Board of Directors of the Company.
The Report of the Secretarial Auditor for the financial year ended
31st March 2025 is annexed as âAnnexure - 1â.
The comments by the Auditors in their Report are self-explanatory
and, on the opinion of the Board, do not require any further
clarifications.
21. CORPORATE GOVERNANCE:
Your company adheres to all the requirements of the Corporate
Governance both in letter and spirit. Your company is complying
with the conditions as prescribed under Regulation 72 and 27 of
SEBI LODR 2015. Code of Conduct as applicable to the directors,
Key Managerial Personnel and the senior management personnel
has also been put in place. Your company continues to maintain an
internal control system headed by an Internal Audit Team and which
the Audit Committee continuously reviews.
The Company submits on quarterly basis, a compliance report on
corporate governance in the format prescribed by the Securities
and Exchange Board of India, within the statutory period, from the
close of the quarter with the Stock Exchanges. The said report is
placed before the Board every quarter at its subsequent meeting,
for its noting and comments/observations/advice, if any.
A separate section on Corporate Governance and a certificate from
the Auditors confirming compliance with the Corporate Governance
requirements as stipulated in Regulation 72 and 27 of SEBI (LODR)
Regulations, 2015 entered with the Stock Exchanges, form part of
this Annual Report.
There were no Cyber Crime incidents during the year.
22. WELLBEING OF WOMEN:
A. POLICY ON PREVENTION OF SEXUAL HARASSMENT
AT WORKPLACE:
The Company has in place a Prevention of Sexual Harassment
Policy in line with the requirements of The Sexual Harassment of
Women at the workplace (Prevention, Prohibition & Redressal) Act,
2013, An Internal Complaints Committee has also been set up to
redress complaints received on sexual harassment. All employees
(Permanent, contractual, temporary, trainees) are covered under
this policy. Your directors state that during the year under review,
there were no cases filed pursuant to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act,
?rm
|
Sr. |
Particulars |
No of Complaints |
|
1 |
Number of complaints of sexual harass¬ |
NIL |
|
2 |
Number of complaints disposed off during |
NIL |
|
3 |
Number of cases pending for more than |
NIL |
B. During the year, the Company has complied with the
provisions relating to Maternity Benefit Act, 1961 and rules
thereof.
23. INTERNAL FINANCIAL CONTROLS WITH REFERENCE
TO FINANCIAL STATEMENTS:
The Board has adopted the procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the
Company''s policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness
of the accounting record, and the timely preparation of reliable
financial disclosures.
24. EMPLOYEE RELATIONS:
Your Directors wish to place sincere thanks to all the employees
and officers for their cordial relations and valuable services, which
continued to be rendered by them to the Company.
25. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO:
The Company continues to economies in every sphere including
that of power and fuel by avoiding all wasteful expenditure and
cutting costs. The company has already done feasibility for
installing solar energy system to reduce direct energy cost and
taking suitable action in this direction. Technology improvement
also has been made at Mathura factory by changing the quality of
electrode and upgradation of welding rectifiers.
The company has not received any foreign exchange and there
was no outflow of foreign exchange during the year except foreign
travelling.
26. DEMATERIALISATION OF SHARES:
The Company has entered into agreements with both National
Securities Depository Limited (NSDL) and Central Depository -
Services Limited (CDSL) whereby the shareholders have an option
to dematerialize their shares with either of the Depository. As on
31st March, 2025 a total of 68.73% of the equity share of the
company has been dematerialized.
27. LISTING OF SHARES AT BSE:
Shares of the company are listed on the Bombay Stock Exchange
and are being traded there.
28. RELATED PARTY TRANSACTIONS:
In line with the requirements of the Companies Act, 2013 and Listing
Regulations, the company has formulated a Policy on Related Party
Transactions is available at http://www.atvprojects.co.in/. All related
party transactions that were entered into during the Financial Year
2024-2025 were on an arm''s length basis and were in the ordinary
course of business. All Related Party Transactions have been
placed before the Audit Committee and also the Board for their
approval.
The Form AOC - 2 pursuant to Section 134(3) (h) of the Companies
Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules,
2014 is set out as âAnnexure -2â.
29. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:
There were no loans, guarantees or investments made by the
Company pursuant to the provisions of the Section 186 of the
Companies Act, 2013 during the year under review.
30. RISK MANAGEMENT POLICY AND ADEQUACY OF
INTERNAL FINANCIAL CONTROLS:
Pursuant to section 134 (3) (n) of the Companies Act, 2013, the
Company has developed a Risk Management Policy to identify the
elements of risk, if any, which may threaten the existence of the
Company.
The Company has in place a mechanism to identify, assess,
monitor and mitigate various risks to key business objectives. Major
risks identified by the businesses and functions are systematically
addressed through mitigating actions on continuing basis. These
are discussed at the meetings of the Audit Committee and the
Board of Directors of the Company.
At present the Company has not identified any element of risk,
which may threaten the existence of the Company.
The Company''s internal control systems with reference to the
Financial Statements are adequate and commensurate with the
nature of its business and the size and complexity of its operations.
These are routinely tested by Statutory as well as Internal Auditors.
Significant audit observations, if any and follow up actions thereon
are reported to the Audit Committee.
31. COST RECORDS:
The Company has proper maintenance of cost records as specified
by the Central Government under sub section (1) of 148 of the
Companies Acts, 2013 and proper accounts and records are being
maintained.
32. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Corporate Social Responsibility Committee comprises of Three
Director, Mr. M. V. Chaturvedi, Chairman. Mr. K. S. Nalwaya and
Mrs. Payal Sanghavi as its Members. The Composition of CSR
Committee is in accordance with the provisions of Section 135 of
the Companies Act, 2013 and the Companies (Corporate Social
Responsibility Policy) Rules, 2014.
The Company had average net profit of Rs. 425.61 lacs for last
immediately preceding three financial years and two percent of the
average net profits of your Company is Rs. 8.51 Lacs.
Your Company, during the year 2024-2025 spent total CSR
contribution of Rs. 9.12 Lacs for distribution of Desk & Benches at
various schools in Mathura district and constructions of rooms in
Janaki Bai Girls School in Mathura, Uttar Pradesh, under Corporate
Social Responsibility (CSR) activity.
The Annual Report on CSR Activities for the Financial Year ended
31st March 2025 is annexed as âAnnexure - 4â.
33. SIGNIFICANT ORDERS PASSED BY REGULATORS OR
COURTS OR TRIBUNAL:
There is no significant material orders passed by the
Regulators/Courts/Tribunals which would impact the going concern
status of the Company and its future operations.
34. GENERAL:
Your directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on
these items during the year under review:
a. Details relating to deposits covered under Chapter V of the
Act.
b. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
c. Issue of shares (Including Sweat Equity Shares) to
employees of the Company under any Scheme.
Our website is http://atvprojects.co.in/ copy of the annual return is
placed on our website.
35. ACKNOWLEDGMENT:
Your Directors gratefully acknowledge the continuing faith and
support extended by the Central Government, State Government,
Banks, Financial Institutions, Shareholders, Creditors, Staff,
workers and Others who have supported the Company and hope to
receive their continued support.
For and on behalf of the Board of Directors
Date: 19.07.2025 M. V. CHATURVEDI
Place: Mumbai Chairman
(DIN: 00086331)
Mar 31, 2024
Your Directors are pleased to present the 37th Report together with the Audited Statement of Accounts for the year ended 31st March, 2024.
1. FINANCIAL RESULTS:
(Rs. in Lacs)
|
Particulars |
Year Ended (31-03-2024) |
Year Ended (31-03-2023) |
|
|
Total Revenue from operations |
6153.15 |
4780.14 |
|
|
Other Income |
10.41 |
145.40 |
|
|
Total |
6163.56 |
4925.54 |
|
|
Profit / (Loss) before exceptional items and Tax |
640.41 |
499.53 |
|
|
Exceptional Items |
NIL |
NIL |
|
|
Profit before tax |
640.41 |
499.53 |
|
|
Tax Expenses (Net) |
(5.28) |
(7.99) |
|
|
Profit / (Loss) after Tax |
645.69 |
507.52 |
|
|
Other comprehensive income |
NIL |
NIL |
|
|
Total Comprehensive income/ Profit for the year |
645.69 |
507.52 |
|
|
Balance Profit carried to Balance Sheet |
4104.99 |
3459.30 |
Material changes and commitments which have occurred after the close of the year till the date of this report, which affect the financial position of the Company are reported at appropriate places to this report.
2. TRANSFER TO RESERVES
For the period ended 31st March 2024, the Company has not transferred any sum to Reserve.
3. SHARE CAPITAL
The Authorized Share Capital of the company as on 31st March, 2024 is Rs.75 crores divided into 7,50,00,000 Equity Shares of Rs. 10/- each. The Issued & Subscribed capital as on same date is Rs. 53, 11,74,250 divided into 5, 31,17,425 equity shares of Rs 10/- each. Calls in arrears were Rs. 56.17 lacs. Paid up capital as on 31st March, 2024 remained Rs.5255.57 Lacs. During the year under review the Authorized, Issued, Subscribed and Paid up capital of the company remained unchanged.
4. DIVIDEND
Company has earned profits during the year; however it would like to retain the same for the growth of the company. Hence, the company is not declaring the dividend for the current year.
5. OPERATION/ STATE OF COMPANY''S AFFAIRS
Your Mathura plant is fully equipped to undertake fabrication of critical equipment required in Chemical & Petro-chemical /
Hydrocarbon, Cement, Hydro Power, Steel, Sugar, Desulfurization (FGD) and DeNOX system, Power Sectors and etc.
In order to enhance our machining capabilities for manufacture and supply of critical equipment required for cement and Power sectors. Company has installed some additional new machines and also replaced the old machines with new modern machines such as welding, drilling, Grinding, Cutting machines etc.
The retrofitted existing CNC Horizontal boring machine (Skoda make) is continuously under operation & the various cement, hydro, power plant equipment & other heavy machining job are being machining in house.
Newly installed VTL (Vertical Turret Lathe) is continuously under operation & the various cement, hydro, power plant equipment & other heavy machining job are being machining in house.
Our in-house developed Design and Engineering team is fully operational & giving their performance in meeting the eligibility criteria required for participation in tenders floated from various Companies & executing the engineering services (Drawing & Design) for new awarded projects including âU'' Stamp services.
Enlistment with EIL: Your Company has already been approved by EIL for manufacturing & supplies for Carbon steel pressure vessels and we are getting the business for pressure vessels, heat exchanges & other process equipment. This major milestone has really paved the way for future growth in Oil & gas sector. We are continuously bidding using the qualification criteria and getting regular business from Chemical-petro chemical & refineries sector etc.
Enlistment with PDIL: Your Company has also achieved approval and enlistment with PDIL and going forward we expect enquiries and orders from them.
Future Business Outlook
We anticipate securing orders totaling approximately Rs. 100 Crores during the fiscal year 2024-25 for the manufacturing of a diverse range of equipment.
These include Pressure Vessels, Heat Exchangers, Process Equipment, Boilers, Kilns, and other specialized machinery. Our esteemed clients hail from a variety of sectors, such as Chemical, Petrochemicals, Refineries, Fertilizer, Atomic Energy, Cement, Sugar, and Power sectors, among others.
New business development:
Management is planning to replace the old machinery at our plant as the existing machines are 30/40 years old and to be at par in the global market, discussion with the technical staff and the consultant are going on.
Our company earlier had tie-up with M. Dedini- Brazil for Boiler, Stork Sugar- Netherlands for Sugar Mill & SEMT Pielstick- France for Diesel Engine which have expired and so to enhance the business, planning to enter into the new technology presently prevailing in the market.
Your company has been contacting several industries in the field of cement for new contracts. Your company after obtaining RDSO approval for fabrication of heavy steel Girders, railway bridges for the railway are negotiating with several companies for fabrication of railway bridges.
Your company is in discussion and expecting few orders in the field of Steel & Power. We are exploring various options for tie up with a technology provider for ethanol for Indian and African markets to execute project in India and Africa. Indian government policy to increase ethanol blending from existing approx. 5 to 20% will generate lot of business in this sector.
Your company to expand its business in the EPC projects of boilers. By tying up with M/s Avant Garde System & Controls Pvt Ltd, you are able to offer a wide range of services that includes design, manufacturing, supply, installation, erection, and commissioning. This will enable you to provide turnkey solutions to your clients, which can be very attractive to them. The fact that the scope of the tie-up covers different industries such as sugar, distillery, steel, power, chemical, petrochemical, food processing, co-generation plant, waste-to-energy, and textile projects is an advantage as it opens up multiple business opportunities for your company. You can leverage this opportunity to achieve significant growth and success in the ePc projects of boilers.
Your company is already enlisted in Engineers India Limited for manufacturing & supply of Carbon Steel Pressure Vessels up to 25 mm thickness and now ATV is planning to enhance the capacity of Carbon Steel Pressure Vessels of range 26 to 50 mm & 51 to 100 mm thickness.
Your company has expanded its business in the static equipment by increasing its capacity & quality for manufacturing and supply of Pressure Vessels of higher thickness ranges by obtaining the ASME U,S & R Stamps Certification. Obtaining the ASME U,S & R Stamp Certification certainly has opened up new opportunities for your company and helped to attract more customers who require pressure vessels that meet ASME standards. We have started getting business with ASME Stamp certification.
6. MANAGEMENT:
Company is managed by well qualified, experienced professionals guided by the Board of Directors.
7. BOARD OF DIRECTORS:
The Board is duly constituted.
During the year under review, Mr. Mahesh Chaturvedi, Chairman (DIN: 00086331) is serving as Permanent Director. As per regulation 17(1D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the consent of shareholders for continuation of serving as Non-Executive Director on the Board as the resolution has never been passed by Shareholders in the preceding 5 years, accordingly, based on recommendations of Nomination and Remuneration Committee in its meeting held on May 11, 2024 and the Board of Directors at their meeting held on May 11, 2024, recommended, re-appointment of Mr. Mahesh Chaturvedi for a term of 5 years by way of special resolution is proposed in the 37thAnnual General Meeting.
Mr. Hem Prakash Sharma (DIN: 08897941) who was appointed as an Independent Directors in the Annual General meeting on August 10, 2021 for a term of three years will be completing his tenure as an Independent Director. Based on recommendations of Nomination and Remuneration Committee in its meeting held on May 11,2024 and the Board of Directors at their meeting held on May 11, 2024, recommended, re-appointment of Mr. Hem Prakash Sharma (DIN: 08897941) as an Independent Director for a second term of 5 years, consent of shareholders by way of ordinary resolution is proposed in the 37th Annual General Meeting of the Company.
Pursuant to Regulation 17(1A) of Securities and Exchange Board of India (Listing obligations and disclosure requirements) Regulation 2015 amendment regulation notified on 9th May 2018 effective from 1st April 2019, consent of shareholders by way of special resolution is required for continuation of directorship of Non-Executive Directors of the company who have attained age of 75 years. Since Mr. Hem Prakash Sharma (DIN: 08897941) have attained the age of 75 years consent of shareholders by way of special resolution is proposed in the 37th Annual General Meeting.
Mr. Harish Chandra Gupta (DIN: 02237957), is a Non-Executive Director will retire by rotation in this Annual General Meeting. Being eligible he offers himself to be reappointed as Director.
Mr. Arun Kumar Sharma (DIN- 09247743) and Mrs. Pooja Bagwe (DIN- 03162798) are Whole - Time Directors.
Mr. K.S. Nalwaya (DIN: 01259966) and Ms. Deepa Rai (DIN-09373145) are Independent Directors of the Company.
Mrs. Payal Sanghavi (DIN-08133682) is serving as NonExecutive, Independent woman director.
The Company has received declaration from Independent Directors that they meet the criteria of independence as prescribed under subsection (6) of Section 149 of the Act and Regulation16(1)(b) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.
None of the Directors of the company are disqualified for being Directors as specified 164 under Section of the Companies Act, 2013. Report from Independent Company Secretary in Practice is attached as Annexure-3.
8. MEETINGS OF THE BOARD AND COMMITTEE HELD DURING THE YEAR:
A. BOARD MEETINGS:
During the year, four board meetings were convened and held, the details of which are given in the Corporate Governance Report.
B. COMMITTEE MEETINGS:
For the details of Composition of the Committees viz. Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee and details of the number of meetings held of each committee, kindly refer to the report on Corporate Governance.
All the recommendations made by the Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee were accepted by the Board.
C. MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors of the Company met during the year on 10th February, 2024. The details of which are given in the Corporate Governance Report.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015 and amendments thereof.
9. PERFORMANCE EVALUATION OF THE BOARD AND INDIVIDUAL DIRECTORS:
For details of the annual evaluation of the performance of the board, its Committees and of individual directors and Committee, kindly refer to the report on Corporate Governance.
10. COMPANY''S POLICY RELATING TO DIRECTORS'' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:
The Board has duly approved and adopted a policy viz. âPolicy for Remuneration of the Directors, Key Managerial Personnel and other Employeesâ recommended by the Nomination and Remuneration Committee relating to appointment of Directors/ Key Managerial Personnel/ other employees, payment of remuneration to directors/ Key Managerial Personnel/ other employees, Directors qualifications, positive attributes, Independence of Directors and other related matters as provided under the Companies Act, 2013.
All the remunerations to the directors/ Key Managerial Personnel/ employees are as per the Companies Policy viz. âPolicy for Remuneration of the Directors, Key Managerial Personnel and other Employeesâ.
11. DIRECTOR''S RESPONSIBILITY STATEMENT
In compliance to the Provisions of Section 134(5) of the Companies Act, 2013, your Directors wish to place on record.
i) That in preparing the Annual Accounts, all applicable accounting standards has been followed.
ii) That the accounting policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the Financial Year and of the Profit and Loss Account of the Company for the Financial Year, under review.
iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing / detecting fraud and other irregularities.
iv) That the Annual Accounts have been prepared on a going oncern basis.
v) That 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.
vi) That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
12. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to âMeetings of the Board of Directors'' and âGeneral Meetings'', respectively, have been duly followed by the Company.
13. CHANGE IN NATURE OF BUSINESS
There were no changes in the nature of the business of the Company during the period under review.
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the Company between the end of period to which this financial statements relate and the date of this Report.
15. VIGIL MECHANISM
Company has suitable vigil mechanism to deal with essence of fraud and miss management, if any. No personnel has been denied access to the Audit Committee.
16. ANNUAL RETURN
As required under Section 92(3) of the Companies Act 2013, Annual Return of the Company is available on the website of the Company at the weblink http://www.atvprojects.co.in/.
17. SUBSIDARIES, JOINT VENTURE AND ASSOCIATES COMPANIES:
There are no subsidiaries, Joint Venture and Associates Companies of ATV Projects India Limited.
18. INTERNAL AUDITOR
In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has appointed M/S N.S. Bhatt and Co, Chartered Accountant as an Internal Auditor who reports to the Audit Committee. Quarterly internal audit reports are submitted to the Audit Committee which reviews the audit reports and suggests necessary action.
Further, M/S N.S. Bhatt and Co, Chartered Accountant has desired to step down from the position of Internal Auditor by submitting his resignation w.e.f. 11, May, 2024 due to old age and accordingly Mr. ShivKumar Sharma & Associates, Chartered Accountants, are appointed as Internal Auditor w.e.f 11th May, 2024 for the financial year 2024-25.
19. STATUTORY AUDITORS
At the 35th Annual General Meeting of the Company held on 10th August, 2022 the members approved appointment of
M/S. RHAD & Co. (FR No 102588W) Chartered Accountants for second term, as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 35th Annual General Meeting till the conclusion of the 40th Annual General Meeting, subject to ratification of their appointment by members at every Annual General Meeting if so required by the Companies Act 2013. Vide notification dated May 7, 2018, the Ministry of Corporate Affairs has done away with the requirement of seeking ratification of members for appointment of auditors at every Annual General Meeting. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the 37thAnnual General Meeting.
The comments by the Auditors in their Report are selfexplanatory and, in the opinion of the Board, do not require any further clarifications
The Auditor''s Reports on the Financial Statements for the financial year ended March 31, 2024 does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.
The comments by the Auditors in their Report are selfexplanatory and, in the opinion of the Board, do not require any further clarifications.
20. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. ND & Associates, Practising Company Secretary (COP No: 4741) to undertake the Secretarial Audit of the Company. Your Company has received consent M/s. ND & Associates, Practising Company Secretaries to act as the auditor for conducting audit of the Secretarial records for the financial year ending 31st March, 2025.
The Report of the Secretarial Auditor for the financial year ended 31st March, 2024 is annexed as Annexure- 1.
The comments by the Auditors in their Report are selfexplanatory and, in the opinion of the Board, do not require any further clarifications.
21. CORPORATE GOVERNANCE
Your company adheres to all the requirements of the Corporate Governance both in letter and spirit. Your company is complying with the conditions as prescribed under Regulation 72 and 27 of SEBI LODR 2015. Code of Conduct as applicable to the directors, Key Managerial Personnel and the senior management personnel has also been put in place. Your company continues to maintain an internal control system headed by an Internal Audit Team and which the Audit Committee continuously reviews.
The Company submits on quarterly basis, a compliance report on corporate governance in the format prescribed by the Securities and Exchange Board of India, within the statutory period, from the close of the quarter with the Stock Exchanges. The said report is placed before the Board every quarter at its subsequent meeting, for its noting and comments/observations/advice, if any.
A separate section on Corporate Governance and a certificate from the Auditors confirming compliance with the Corporate Governance requirements as stipulated in Regulation 72 and 27 of SEBI (LODR) Regulations, 2015 entered into with the Stock Exchanges, form part of this Annual Report.
There were no Cyber Crime incidence during the year.
22. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013, An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act. 2013.
|
Sr. |
Particulars |
No of Complaints |
|
1 |
Filed during the financial year under Review |
NIL |
|
2 |
Disposed of during the financial year under review |
NIL |
|
3 |
Pending as on end of the financial year |
NIL |
23. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
The Board has adopted the procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting record, and the timely preparation of reliable financial disclosures.
24. EMPLOYEE RELATIONS
Your Directors wish to place sincere thanks to all the employees and officers for their cordial relations and valuable services, which continued to be rendered by them to the Company.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
The Company continues to economies in every sphere including that of power and fuel by avoiding all wasteful expenditure and cutting costs. Company has already done feasibility for installing solar energy system to reduce direct energy cost and taking suitable action in this direction. Technology improvement also has been made at Mathura factory by changing the quality of electrode and up gradation of welding rectifiers.
Company has not received any foreign exchange and there was no outflow of foreign exchange during the year except foreign travelling.
26. DEMATERIALISATION OF SHARES
The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) whereby the shareholders have an option to dematerialize their shares with either of the Depository. As on 31st March 2024 total 68.20%of the equity share of the company has been dematerialized.
27. LISTING OF SHARES AT BSE
Shares of the company are listed on Bombay Stock Exchange and are being traded there.
28. RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and Listing Regulations, the company has formulated a Policy on Related Party Transactions is available at http://www.atvproiects.co.in/. All related party transactions that were entered into during the Financial Year 2023-2024 were on an arm''s length basis and were in the ordinary course of business. All Related Party Transactions have been placed before the Audit Committee and also the Board for their approval.
The Form AOC - 2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure -2.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
There were no loans, guarantees or investments made by the Company pursuant to the provisions of the Section 186 of the Companies Act, 2013 during the year under review.
30. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company has developed a Risk Management Policy to identify the elements of risk, if any, which may threaten the existence of the Company.
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.
At present the Company has not identified any element of risk, which may threaten the existence of the Company.
The Company''s internal control systems with reference to the Financial Statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors.
Significant audit observations, if any and follow up actions thereon are reported to the Audit Committee.
31. COST RECORDS
The Company has proper maintenance of cost records as specified by the Central Government under sub section (1) of 148 of the Companies Acts, 2013 and proper accounts and records are being maintained.
32. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility Committee comprises of Three Director, Mr. Mahesh Chaturvedi, Chairman, Mrs. Payal Sanghvi and Mr. K. S. Nalwaya as its Members. The Composition of CSR Committee is in accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.
The Company had average net profit of Rs. 312.71 lacs for last immediately preceding three financial years and two percent of the average net profits of your Company is Rs. 6.25 Lacs.
Your Company, during the year 2023-24 spent total CSR contribution of Rs. 6.31 Lacs for the school Benches, electrification work, tiles work in classes and painting work in Anganwadi and schools, on the request of local administration of Mathura, Uttar Pradesh, under Corporate Social Responsibility (CSR) activity.
33. SIGNIFICANT ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
There are no significant material orders passed by the Regulators / Courts /Tribunals which would impact the going concern status of the Company and its future operations.
34. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a. Details relating to deposits covered under Chapter V of the Act.
b. Issue of equity shares with differential rights as to dividend, voting or otherwise.
c. Issue of shares (Including Sweat Equity Shares) to employees of the Company under any Scheme.
Our Website is http://atvproiects.co.in/ copy of the annual return is placed on our website.
35. ACKNOWLEDGMENT
Your Directors gratefully acknowledge the continuing faith and support extended by the Central Government, State Government, Banks, Financial Institutions, Shareholders, Creditors, Staff, workers and Others who have supported the Company and hope to receive their continued support.
For and on behalf of the Board of Directors
Place: Mumbai M. V. CHATURVEDI
Dated: May 11,2024 Chairman
(DIN: 00086331)
Mar 31, 2018
DIRECTOR''S REPORT TO THE MEMBERS
The Directors are pleased to present the 31st Report together with the Audited Statement of Accounts for the year ended 31st March, 2018.
1. FINANCIAL RESULTS:
Rs. in Lacs
|
Particulars |
Year Ended (31-03-2018) |
Year Ended (31-03-2017) |
|
Total revenue from operations |
5470.84 |
6171.01 |
|
Other Income |
192.37 |
67.66 |
|
Total |
5663.21 |
6238.67 |
|
Profit / (Loss) before exceptional items and Tax |
277.80 |
511.81 |
|
Exceptional Items |
3564.70 |
14626.50 |
|
Profit before tax |
3842.50 |
15138.31 |
|
Tax Expense (Deferred tax) |
(169) |
11.35 |
|
Profit after Tax |
3844.19 |
15126.96 |
|
Other comprehensive income-Revaluation surplus created during the year |
3229.38 |
|
|
Depreciation on revaluation of assets |
(173.69) |
- |
|
Profit/(Loss) carried forward from previous year |
(4781.71) |
(19908.67) |
|
Balance Profit/(Loss) carried to Balance sheet |
2118.17 |
(4781.71) |
The Company has made no transfers to reserves during the year.
Material changes and commitments which have occurred after the close of the year till the date of this report, which affect the financial position of the Company are reported at appropriate place to this report.
2. SHARE CAPITAL :
The Authorized Share Capital of the company as on 31st March, 2018 was Rs. 75 crores divided into 7,50,00,000 Equity Shares of Rs. 10/- each. The Issued & Subscribed Capital as on same date was Rs. 53,11,74,250 divided into 5,31,17,425 equity shares of Rs 10/- ea c h . Ca I l s i n a rrea rs were Rs . 56.17 l a cs. Paid u p cap i ta l as o n 31st March, 2018 remained Rs.5255.57 lacs. During the year under review the Authorized, Issued, Subscribed and Paid up Capital of the Company remained unchanged.
3. DIVIDEND :
Your Directors place on record their deep sense of concern that the Company could not pay any dividend for so many years due to its sickness & continuing losses. However the Board of Directors take great sense of pleasure in informing the members that Company has come out of losses. Though the Company has earned profits during the year but is not in the position to declare dividend for this year, in view of insufficiency of profits.
4. OPERATION/ STATE OF COMPANY''S AFFAIRS :
Company''s division at Mathura undertakes work for both Indian Projects and Export oriented projects in several industrial sectors such as Power, Sugar, Cement, Railways, Refinery & Petro Chemical etc. The company has recently collaborated with some leading technological companies such as Beijing SPC Environment Protection Tech Co. Ltd of China for Desulphurisation (FGD) and DeNox system for power plants and have already submitted bids for same and also supported other companies in this field where permitted.
The Company has been registered with RDSO (Railways) for supply of steel bridge girders in all rail divisions. It has also started process of registration with Railway Coach Factories for component fabrication. Your Company has also applied for registration with PDIL,EIL and TOYO.
Company is receiving enquiries from companies like Doosan, Hyundai, BGR Energy, Toshiba, Ultratech Cement for fabrication work in respect of power plants and cement plants. Meanwhile discussions are continuing with some other Chinese majors like, SEPCO1 Engineering Pvt Ltd, and Feida India Pvt.Ltd., both leading Chinese EPC Companies for Supplying fabricated equipment for their Indian projects.
Approval and registration of your Company by Construction Industry Development Council is a testimony of its acceptance as key player in Indian Infrastructure Industry.
The company is not only protecting its traditional order base; but also exploring new areas for expanding the business manifold.
Company has received the last No Dues Certificate from SASF hence, collected all 28 No Dues Certificate from all the lenders and have vacated / satisfied the charge of all secured lenders on the properties of the company. Further, corporate guarantees of group companies and personal guarantees of promoters/directors have also been discharged by the lenders.
This is to further inform that Company filed a application u/s 119 (2) (a) (b) of the Income Tax Act before Central Board of Direct Taxes and claimed allowance of carried forward unabsorbed losses amounting to Rs. 159.87 crores for further period of eight (8) succeeding years.
5. BUSINESS OUTLOOK :
The strategy of Government of India and the State Governments for major investment on infrastructure projects and ''make in India'' campaign for manufacturing has opened big opportunity for your company, as in each such project there is requirement of heavy and sophisticated fabrication work. Your company has also recently embarked upon some addition of critical machinery in the factory with investment of nearby Rs. 75 lacs. This addition will streamline the capacity of the workshop to undertake heavy railway bridge girder fabrication.
The Company''s recent successes in new business and future outlook may be seen as under.
Railways:
- After acquiring the approval of RDSO for fabrication of Heavy Steel Girder railway bridges, the company is under Negotiations with several other companies for fabrication of bridges.
- We expect the business will soon reach a level of 1000 tonnes per month filling a large part of the shop''s heavy fabrication facility.
- Further your company has initiated registration with Rail Coach factory in Kapurthala for fabrication and supply of several components required for coach manufacturing.
Railway Electric Transmission Sector:
Indian Railways has taken on priority the electrification of all its tracks (nearly 65000 kms now), of which about 36000 km is unelectrified, which will be electrified by 2021. Your company has taken steps to register itself for manufacturing of fabricated MAST for transmission lines. Approx. total value for electrification will be exceed Rs.35000 crore, of which major components will be for ''Mast'' supply.
New Refining and Modernization:
It is well known that investment to the tune of US$ 300 Billion (over Rs 20 lac crore) will be made in next 10 years to double Indian refinery capacity. Particular to your company''s interest is the announced revamps of 2 units in Mathura, the Rs. 45000 crore Barmer refineries in Rajasthan, and Rs. 15000 Crore. Vadodara Refinery expansion, all of which are within the close vicinity of your Mathura factory.
With ATV''s core strength in fabrication of pressure vessels, reactors, distillation columns, desalters, heat ex-changers, towers, horton-spheres etc. major orders from refinery & petrochemical, green field & brown field projects are expected.
New Collaboration:
Your company has also embarked upon negotiation for technology up gradation for some of its existing collaboration agreements and with new partners for latest state of the art technology in several fields, such as, high pressure boilers, flue gas DeSOx plants etc.
In this business environment, we see continuous increase in business turnover of your company in next 10 years.
6. POSTAL BALLOT :
Members are apprised that the Company obtained approval from shareholders as special resolutions through Postal Ballot system in the month of November - December 2017 as under:-
Sale of land and building and other miscellaneous assets of TPE Plant situated at Nagothane which is idle for last two decades.
Subject to confirmation of the Hon''ble National Company Law Tribunal, Mumbai/ Regional Director of Companies and/or any other appropriate authorities, if any
(1) Reduction of Share Capital by way of adjustment of accumulated losses in profit and loss and calls in arrears with Securities premium account.
(2) Reduction of share capital by way of adjustment of calls in arrears against securities premium account and.
Due to accumulated losses appeared in the accounts Company is unable to raise any finance either from the capital markets or financial institutions in the form of equity or debt to undertake business activities on a larger scale. Further, the Calls in Arrears of Rs. 56.17 Lakh pertaining to certain old balances in the share capital, in absence of complete record the company is unable to reconcile it, therefore resulting in the effective paid up capital being reduced to that extent. The proposed Scheme would enable the Company to show the actual financial position in its balance sheet to reflect the true value of net worth corresponding to assets which in turn will enable it to approach for financial assistances in order to develop its business and thereby increase its net worth to enhance the stakeholders'' value.
This is further informed that the company has borrowed Rs.120.72 crores from strategic investors to repay its secured loan under OTS. To repay the above said liability the board has discarded and sold its TPE Plant situated at Nagothane as scrap. Further, through Postal Ballot Company has obtained approval from Shareholders by way of Special Resolutions for sale of unutilized and unproductive Land and Building and miscellaneous assets of TPE Plant which was idle for last two decades.
7. SHIFTING OF REGISTERED OFFICE :
The Board of Directors of the Company have sold the Registered Office Building and Land situated at D-8, MIDC, Street No 16, Andheri (East), Mumbai - 400093 which is around 40 year old building and have purchased a new office at 1201, Windfall Building, Sahar Plaza Complex, Andheri Kurla Road, Andheri East, Mumbai-400059. Therefore the Registered office of ATV Projects India Limited has been shifted to at 1201, Windfall Building, Sahar Plaza Complex, Andheri Kurla Road, Andheri (East), Mumbai - 400059 w.e.f. 18th June, 2018.
8. MANAGEMENT: Company is managed by well qualified, experienced professionals guided by the Board of Directors.
9. BOARD OF DIRECTORS:
The Board is duly constituted. Mr. M.V. Chaturvedi, Chairman and Mr. Harish Chandra Gupta whole time Director are permanent directors. Mr. S.P.Banrejee, Mr. S.K.Gupta and Mr. K.S.Nalwaya are Independent Directors. Under section 149,150,152 read with -
Schedule IV of the Companies (Appointment and Qualification of Directors) Rule 2014, and other applicable provisions of Companies Act 2013, they are not to retire in the Annual General Meeting to be held on 7th August, 2018.
During the year under review Mrs. Sherly Filomena Da Costa Gonsalves Wagh resigned from the post of Non Executive Director w.e.f. 05-10-2017. Board accepted the same.
Board placed on record its appreciation for the assistance and guidance provided by Mrs. Sherly Filomena Da Costa Gonsalves Wagh during her tenure as Director of the Company
Mrs. Payal Sanghavi, was appointed as an additional woman Director on 21-05-2018. It is proposed to appoint her as Non Executive Director liable to retire by rotation subject to approval of Shareholders in the Annual General Meeting.
None of the Directors of the company are disqualified for being Directors as specified under Section 164 of the Companies Act, 2013.
10. MEETINGS OF THE BOARD AND COMMITTEE HELD DURING THE YEAR:
A. BOARD MEETINGS:
During the year, four board meetings were convened and held, the details of which are given in the Corporate Governance Report.
B. COMMITTEE MEETINGS:
For the details of Composition of the Committees viz. Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee and details of the number of meetings held of each committee, kindly refer report on Corporate Governance.
All the recommendations made by the Audit Committee, Stakeholders'' Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee were accepted by the Board.
C. MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors of the Company met during the year on 30th January 2018. The details of which are given in the Corporate Governance Report.
All independent directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015.
11. PERFORMANCE EVALUATION OF THE BOARD AND INDIVIDUAL DIRECTORS:
For details of the performance evaluation of the board/ individual directors and Committee, kindly refer report on Corporate Governance.
12. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:
The Board has duly approved and adopted a policy viz. âPolicy for Remuneration of the Directors, Key Managerial Personnel and other Employeesâ recommended by the Nomination and Remuneration Committee relating to appointment of Directors/ Key Managerial Personnel/ other employees, payment of remuneration to directors/ Key Managerial Personnel/ other employees, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under the Companies Act, 2013.
All the remunerations to the directors/ Key Managerial Personnel/ employees is as per the Companies Policy viz. âPolicy for Remuneration of the Directors, Key Managerial Personnel and other Employeesâ.
13. DIRECTOR''S RESPONSIBILITY STATEMENT :
In compliance to the Provisions of Section 134(5) of the Companies Act, 2013, your Directors wish to place on record.
i) That in preparing the Annual Accounts, all applicable accounting standards have been followed.
ii) That the accounting policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the Financial Year and of the Profit and Loss Account of the Company for the Financial Year, under review.
iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing / detecting fraud and other irregularities.
iv) That the Annual Accounts have been prepared on a going concern basis.
v) That 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.
vi) That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
14. VIGIL MECHANISM :
Company has suitable vigil mechanism to deal with essence of fraud and mismanagement, if any.
15. EXTRACT OF ANNUAL RETURN :
As required under Section 92(3) of the Companies Act 2013, the extract of Annual Return in form MGT-9 is annexed as Annexure- 1.
16. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES COMPANIES:
There are no subsidiaries, Joint Venture and Associates Companies of ATV Projects India Limited.
17. INTERNAL AUDITOR :
In compliance of section 138 of the Companies Act 2013, Mr. Shiv Kumar, Chartered Accountants, remained the internal Auditor up to 30th September 2017. Thereafter Board appointed M/s N.S. Bhatt & Co Chartered Accountants as Internal Auditor of the Company. They submit their report to Audit Committee from time to time.
18. STATUTORY AUDITORS :
In compliance of provisions of section 139 of the Companies Act, 2013, M/s Dinesh Bangar & Co. Chartered Accountant Mumbai (FR No.102588W) was appointed as the Statutory Auditors for a period of five years commencing from conclusion of 30th Annual General Meeting till the conclusion of 35th Annual General Meeting subject to ratification of their appointment in every intervening Annual General Meeting.
Subject to approval of the Members and on recommendations of Audit Committee, the Board of Directors recommends the ratification and confirmation of appointment of M/S Dinesh Bangar & Co Chartered Accountants as Statutory Auditors of the Company.
The comments by the Auditors in their Report are self-explanatory and, in the opinion of the Board, do not require any further clarifications.
19. SECRETARIAL AUDITORS :
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Savita Singla, Practising Company Secretary (COP No: 8614) to undertake the Secretarial Audit of the Company. Your Company has received consent from Ms. Savita Singla, Practising Company Secretary to act as the auditor for conducting audit of the Secretarial records for the financial year ending 31st March, 2019.
The Report of the Secretarial Auditor for the financial year ended 31st March, 2018 is annexed as Annexure- 2.
The comments by the Auditors in their Report are self-explanatory and, in the opinion of the Board, do not require any further clarifications.
20. CORPORATE GOVERNANCE :
Your company adheres to all the requirements of the Corporate Governance both in letter and spirit. Your company is complying with the conditions as prescribed under Regulation 72 and 27 of SEBI LODR 2015. Code of Conduct as applicable to the directors, Key and the senior management personnel has also been put in place. Your Company continues to maintain an internal control system headed by an Internal Audit Team and which the Audit Committee continuously reviews.
A separate section on Corporate Governance and a certificate from the Auditors confirming compliance with the Corporate Governance requirements as stipulated in Regulation 72 and 27 of SEBI (LODR) Regulations, 2015 entered into with the Stock Exchanges, form part of this Annual Report.
21. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE :
The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013. A committee has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
22. EMPLOYEE RELATIONS :
Your Directors wish to place sincere thank to all the employees and officers for their cordial relations and valuable services, which continued to be rendered by them to the Company.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The Company continues to economies in every sphere including that of power and fuel by avoiding all wasteful expenditure and cutting costs. Company has already done feasibility for installing solar energy system to reduce direct energy cost and taking suitable action in this direction. Technology improvement also has been made at Mathura factory by changing the quality of electrode and up gradation of welding rectifiers.
Company has not received any foreign exchange and there was no there was no outflow of foreign exchange during the year under review.
24. DEMATERIALISATION OF SHARES :
The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) whereby the shareholders have an option to dematerialize their shares with either of the Depository. As on 31st March 2018 total 50.90% of the equity shares of the company have been dematerialized.
25. LISTING OF SHARES AT BSE :
Shares of the company are listed at Bombay Stock Exchange and are being traded there.
26. RELATED PARTY TRANSACTIONS :
All related party transactions that were entered into during the Financial Year 2017-2018 were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions have been placed before the Audit Committee and also the Board for their approval. The Form AOC 2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure -3.
27. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS :
There were no loans, guarantees or investments made by the Company pursuant to the provisions of the Section 186 of the Companies Act, 2013 during the year under review.
28. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS :
Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company has developed a Risk Management Policy to identify the elements of risk, if any, which may threaten the existence of the Company.
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.
At present the Company has not identified any element of risk, which may threaten the existence of the Company.
The Company''s internal control systems with reference to the Financial Statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors.
Significant audit observations, if any and follow up actions thereon are reported to the Audit Committee.
29. GENERAL :
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a. Details relating to deposits covered under Chapter V of the Act.
b. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
c. Issue of equity shares with differential rights as to dividend, voting or otherwise.
d. Issue of shares (Including Sweat Equity Shares) to employees of the Company under any Scheme.
30. CORPORATE SOCIAL RESPONSIBILITY (CSR) :
As required under Section 135 of the Companies Act, 2013 Corporate Social Responsibility Committee duly constituted which consists of Mr. M.V. Chaturvedi, Chairman and Mr. S.P. Banerjee and Mr. K.S.Nalwaya as its Members.
Since the average net profits of the Company during the last three Financial Years is negative, the Company is not mandatorily required to contribute towards Corporate Social Responsibility activities during the year.
31. ACKNOWLEDGMENT :
Your Directors gratefully acknowledge the continuing faith and support extended by the Central Government, State Government, Banks, Financial Institutions, Shareholders, Creditors, Staff, workers and Others who have supported the Company and hope to receive their continued support.
For and on behalf of the Board of Directors
Place: Mumbai M. V. CHATURVEDI
Dated: 21st May 2018 Chairman
(DIN: 00086331)
Mar 31, 2016
The Directors are pleased to present the 29th Report together with the Audited Statement of Accounts for the year ended 31st March 2016.
1. FINANCIAL RESULTS:
(Rs in Lacs)
|
Particulars |
Year Ended (31-03-2016) |
Year Ended (31-03-2015) |
|
Income |
7937.80 |
6351.16 |
|
Profit before Interest, Depreciation & Tax |
743.79 |
270.96 |
|
Less: Depreciation |
44.45 |
( 22.33) |
|
Profit / (Loss) before Tax |
699.34 |
248.63 |
|
Extra Ordinary Items |
Nil |
3387.37 |
|
Profit |
699.34 |
3636.00 |
|
Add: Loss carried from previous year |
(37205.06) |
(40852.57) |
|
Total Loss carried to Balance Sheet |
(36505.72) |
(37205.06) |
The Company has made no transfers to reserves during the year.
No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.
2. SHARE CAPITAL
The Authorized Share Capital of the company as on 31st March 2016 was Rs. 75 crores divided into 7,50,00,000 Equity Shares of Rs. 10/each. The issued & subscribed capital as on same date was Rs. 53,11,74, 250 divided into 5, 31, 17,425 equity shares of Rs 10/each. Calls in arrears were Rs. 56.17 lacs. Paid up capital as on 31st March, 2016 remained Rs.5255.57 lacs. During the year under review the authorized, issued, subscribed and paid up capital of the company remained unchanged.
3. DIVIDEND
Your Directors place on record their deep sense of concern that due to huge carry forward losses, your Directors are unable to declare any dividend to its shareholders and / or to make any appropriation for the same.
4. OPERATIONS/ STATE OF COMPANY''S AFFAIRS:
Company Division at Mathura is in operation and undertaking works for Power, Cement, Sugar and other industrial sectors. The major Turnover of Mathura Division''s Turnover is from export. During the year a heavy duty plate Bending Machine has been added to augment the capacity of the Mathura Unit.
Company is also in the process of locating suitable collaborators for manufacture of Cement plant equipment like Ball Mills, Vertical Roller Mills and Boilers for Waste Heat Recovery system. Company is also exploring the possibilities of undertaking Process packages of Waste Heat Recovery System, Grinding System, desulphurization system and to generate its own power through solar energy.
TPE Plant of the company is lying closed for last 18 years i.e. from the year 1999. Due to passage of time and heavy corrosion being hazardous in nature, company has decided to appoint an independent agency to decide the residual life of the plant. Based on the internal report of the independent agency, company will decide future course of action either to refurbish or to dismantle the plant.
Members are aware that the company is sick Industrial undertaking and its rehabilitation scheme is still pending before BIFR. The OTS proposal of Rs. 82 crore along with interest on delayed period of Rs.19.25 crore has been paid to all the secured lenders including Central Bank of India in line with other lenders/debenture holders. During the year, Company has paid to Central Bank of India Rs. 11.03 crore on account of pool OTS along with Rs.6.98 crore on account of interest totaling to Rs. 18.01 crore, further, paid Rs. 14.54 lacs on account of delay in payment of agreed OTS amount, besides Debenture Trustee fees of Rs. 2.41 crore has also been paid. Meanwhile, BIFR vide its order dated 14.09.2015 circulated copy of DRS and fixed statutory/mandatory hearing on 26.11.2015 to hear objections / suggestions, if any. IDBI (OA) filed its objections / suggestion to the DRS on 13.01.2016. Due to non availability of member at BIFR, bench is not functional since October 2015 onward. Therefore, company filed Writ Petition before Hon''ble Delhi High Court for sanction of its scheme. High Court has issued notices to BIFR & IDBI (OA). Next date of hearing is fixed on 15.07.2016.
5. MANAGEMENT: Company is managed by well qualified, experienced professionals guided by the Board of Directors.
6. BOARD OF DIRECTORS:
The Board is duly constituted.
A) During the year:
- Mr. Sakti Pada Banerjee and Mr. Satish Kumar Gupta were designated as Independent directors in terms of the provisions of Section 149,150,152 read with Schedule IV and the Companies (Appointment and Qualification of Directors) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013 in the Annual general Meeting (AGM) held on 18th September 2015.
- Mr. K. S. Nalwaya was designated as Non- executive director in the Annual general Meeting (AGM) held on 18th September 2015.
- Mrs. Sherly Filomena Da Costa Gonsalves Wagh, who was appointed as an additional director of the Company w.e.f. 13th May 2015, was appointed as Non- executive director in the Annual General Meeting (AGM) held on 18th September 2015.
In compliance of relevant provisions of the listing Agreement and Section 203 of the Companies Act, 2013 Mr. Ravindra Chaturvedi was appointed as Chief Financial Officer (CFO) of the Company during the financial year.
All the appointments were in accordance with the provisions of the Companies Act, 2013 and Listing Agreement.
There were no resignations of directors during the financial year.
B) Pursuant to provisions of Section 149, 150, 152 read with Schedule IV and the Companies (Appointment and Qualification of Directors) Rules, 2014 and all other applicable provisions, if any, of the Companies Act, 2013, it is proposed to designate Mr. K. S. Nalwaya as an Independent Director of the Company to hold office for a term of 5 (Five) consecutive years from the conclusion of ensuing Annual General Meeting and he shall be not liable to retire by rotation.
Mrs. Sherly Filomena Da Costa Gonsalves Wagh, who is a Non Executive Director will retire by rotation in the ensuing Annual General Meeting and being eligible, offers herself to be reappointed.
None of the Directors of the company are disqualified for being appointed as Directors as specified under Section 164 of the Companies Act, 2013.
Your Directors recommend the re-appointment of the above Directors.
7. MEETINGS OF THE BOARD AND COMMITTEE HELD DURING THE YEAR:
A. BOARD MEETINGS:
During the year, four board meetings were convened and held, the details of which are given in the Corporate Governance Report.
B. COMMITTEE MEETINGS:
For the details of the Composition of the Committees viz. Audit Committee/ Stakeholders'' Relationship Committee/ Nomination and Remuneration Committee and details of the number of meetings held of each committee, kindly refer report on Corporate Governance.
All the recommendations made by the Audit Committee were accepted by the Board.
C. MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors of the Company had met during the year on 8th February 2016. The details of which are given in the Corporate Governance Report.
All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and the Listing Agreement/ SEBI (LODR) Regulations 2015.
8. PERFORMANCE EVALUATION OF THE BOARD AND INDIVIDUAL DIRECTORS:
For details of the performance evaluation of the board/ individual directors and Committee, kindly refer report on Corporate Governance.
9. COMPANY''S POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:
The Board has duly approved and adopted a policy viz. âPolicy for Remuneration of the Directors, Key Managerial Personnel and other Employeesâ recommended by the Nomination and Remuneration Committee relating to appointment of Directors/ Key Managerial Personnel/ other employees, payment of remuneration to directors/ Key Managerial Personnel/ other employees, Directors qualifications, positive attributes, independence of Directors and other related matters as provided under the Companies Act, 2013.
All the remunerations to the directors/ Key Managerial Personnel/ employees is as per the Companies Policy viz. âPolicy for Remuneration of the Directors, Key Managerial Personnel and other Employeesâ.
10. DIRECTOR''S RESPONSIBILITY STATEMENT
In compliance to the Provisions of Section 134(5) of the Companies Act, 2013, your Directors wish to place on record.
i) That in preparing the Annual Accounts, all applicable accounting standards has been followed.
ii) That the accounting policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the Financial Year and of the Profit and Loss Account of the Company for the Financial Year, under review.
iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing / detecting fraud and other irregularities.
iv) That the Annual Accounts have been prepared on a going concern basis.
v) That 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.
vi) That the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
11. VIGIL MECHANISM
Company has suitable vigil mechanism to deal with essence of fraud and mis management, if any.
12. EXTRACT OF ANNUAL RETURN
As required under Section 92(3) of the Companies Act 2013, the extract of Annual Return in form MGT-9 is annexed as Annexure- 1.
13. SUBSIDARIES, JOINT VENTURE AND ASSOCIATE COMPANIES:
There are no subsidiaries, Joint Venture and Associate Companies of ATV Projects India Limited.
14. INTERNAL AUDITOR
In compliance of Section 138 of the Companies Act 2013, Mr. Ravindra Chaturvedi is the Internal Auditor. He submits his report to Audit Committee from time to time.
15. AUDITORS
M/s. N. S. Bhatt & Co., Chartered Accountants, Statutory Auditors of the Company will retire at the forthcoming Annual General Meeting of the Company and being eligible, offer themselves for reappointment.
The comments by the Auditors in their Report are self-explanatory and, in the opinion of the Board, do not require any further clarifications.
16. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. Savita Singla, Practicing Company Secretary (COP No: 8614) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed as Annexure- 2.
The comments by the Secretarial Auditors in their Report are self explanatory and in the opinion of the board don''t required any further clarifications.
17. CORPORATE GOVERNANCE
Your company adheres to all the requirements of the Corporate Governance both in letter and spirit. Your company is complying with the conditions as prescribed under clause 49 of the Listing Agreement read with Regulation 72 and 27 of SEBI LODR 2015. Code of Conduct as applicable to the directors, Key and the senior management personnel has also been put in place. Your company continues to maintain an internal control system headed by an Internal Audit Team and which the Audit Committee continuously reviews.
A separate section on Corporate Governance and a certificate from the Auditors confirming compliance with the Corporate Governance requirements as stipulated in Clause 49 of the Listing Agreement(s) read with Regulation 72 and 27 of SEBI (LODR) Regulations, 2015 entered into with the Stock Exchanges, form part of this Annual Report.
18. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013, A committee has been set up to redress complaints received regarding sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy.
19. EMPLOYEE RELATIONS
Your Directors wish to place sincere thank to all the employees and officers for their cordial relations and valuable services, which continued to be rendered by them to the Company.
20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.
As the TPE plant at Nagothane has been closed for last 18 years, therefore details about power, fuel expenses etc. in respect of the plant have not been given. The Company continues to economies in every sphere including that of power and fuel by avoiding all wasteful expenditure and cutting costs.
No R & D is being carried on at present and the imported technology has been fully absorbed.
The details about foreign exchange earnings and outgo are given in the Notes to Accounts.
21. DEMATERIALISATION OF SHARES
The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) whereby the shareholders have an option to dematerialize their shares with either of the Depository. As on 31st March 2016 total 42.39% of the equity share of the company has been dematerialized.
22. LISTING OF SHARES AT BSE
Shares of the company are listed on Bombay Stock Exchange and are being traded there.
23. RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the Financial Year were on an arm''s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Accordingly there are no transactions that are require to be reported in Form AOC-2. All Related Party Transactions have been placed before the Audit Committee as also the Board for their approval.
Your directors draw attention of the members to note no.23 for the financial statements which sets out related party disclosure.
24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
There were no loans, guarantees or investments made by the Company pursuant to the provisions of the Section 186 of the Companies Act, 2013 during the year under review.
25. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company has developed a Risk Management Policy to identify the elements of risk, if any, which may threaten the existence of the Company.
At present the Company has not identified any element of risk, which may threaten the existence of the Company.
The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.
The Company''s internal control systems with reference to the Financial Statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors.
Significant audit observations, if any and follow up actions thereon are reported to the Audit Committee.
26. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
a. Details relating to deposits covered under Chapter V of the Act.
b. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company''s operations in future.
c. Issue of equity shares with differential rights as to dividend, voting or otherwise.
d. Issue of shares (Including Sweat Equity Shares) to employees of the Company under any Scheme.
Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
27. ACKNOWLEDGMENT
Your Directors gratefully acknowledge the continuing faith and support extended by the Central Government ,State Government, Banks, Financial Institutions, Shareholders, Creditors, Staff, workers and Others who have supported the Company and hope to receive their continued support.
For and on behalf of the Board of Directors
Place: Mumbai M. V. CHATURVEDI
Dated: 18th May 2016 Chairman (DIN:00086331)
Mar 31, 2015
THE MEMBERS
The Directors are pleased to present the Twenty Eighth Report together
with the Audited Statement of Accounts for the year ended 31st March
2015.
1. FINANCIAL RESULTS:
(Rs. In Lacs)
Year Ended Year Ended
(31-03-2015) (31-03-2014)
Income 6351.17 5688.05
Profit before Interest, 270.96 267.28
Depreciation & Tax
Less: Depreciation ( 22.33) (94.98)
Profit / (Loss) before Tax 248.63 172.30
Extra Ordinary Items 3387.37 -
Profit 3636.00 172.30
Add: Loss carried From (40852.57) (41024.87)
previous year
Total Loss carried to (37205.06) (40852.57)
Balance Sheet
2. SHARE CAPITAL
The Authorized Share Capital of the company as on 31st March 2015 was
Rs. 75 crores divided into 7,50,00,000 Equity Shares of Rs. 10/- each.
The issued& subscribed capital as on same date was Rs. 53, 11,74,250
divided into 5, 31, 17,425 equity shares of Rs 10/- each. Calls in
arrears were Rs. 56.17 lacs. Paid up capital as on 31st March 2015
remained Rs.5255.57 lacs. During the year under review the authorized,
issued, subscribed and paid up capital of the company remained
unchanged.
3. DIVIDEND
Your Directors place on record their deep sense of concern that due to
huge carry forward losses, your Directors are unable to declare any
dividend to its shareholders and / or to make any appropriation for the
same.
4. OPERATIONS:
The Engineering Division at Mathura is partially in operation and
executing the works with own raw materials as well as on job work basis
for Power Plant, Cement Plant, Sugar Plants and for other industrial
units. Part of manufactured jobs were meant for export. During the
year, we have added few machines in the workshop. Regular maintenance
was being carried out from time to time of all the plant and machinery
to ensure the smooth operation. The management is planning to add some
more machinery so that some value addition orders can be executed which
will increase the profitability of the company. The company has booked
the orders for the next financial year about to Rs.40.00 crores.
With regards to TPE Plant of the company which remained closed since
1999 and even though sufficient care has been taken to maintain the
plant but due to passage of time heavy corrosion has happened and as
the TPE plant is hazardous in nature, company has decided to appoint an
independent agency like EIL to conduct health check up of the TPe
plant. Upon receipt of the health check up report, company will decide
future course of action either to refurbish the plant or to dismantle
the same.
Members are aware that the company is sick Industrial undertaking and
its rehabilitation scheme is pending before BIFR. The OTS proposal of -
Rs. 82 crores has been accepted by all the secured lenders except
Central Bank of India. Therefore, in compliance to the OTS offer,
company has paid Rs. 70.97 crores (being 100% principal OTS amount)
interest of Rs. 12.12 crores (being 100% amount) on account of delayed
payments to 27 consenting lenders out of 28 lenders which are approx
87% in value as on 31st March, 2015. However, discussion with non -
consenting lender i.e. Central Bank of India is in progress. Further,
as directed by Hon'ble BIFR vide its order dated 27th January, 2015
company has filed its updated Draft Revival-Cum-Reverse-Merger- Scheme
(DRS) before the Hon'ble BIFR and IDBI (O.A.) for speedy rehabilitation
of the company. Further, directed IDBI (O.A.) to proceed with
preparation of a fully tide up DRS and submit the same to the bench for
further examination and circulation. Therefore, in pursuance to the
above said order IDBI (O.A.) has called for the Joint Meeting of the
lenders on 08.05.2015 for finalization of the rehabilitation scheme
(DRS) as directed by Hon'ble BIFR. The official of the company have
attended the meeting and have discussed the DRS. However, the main
application of revival is still pending before Hon'ble BIFR. Meanwhile,
Hon'ble Delhi High Court vide its order dated 29th April, 2015 allowed
our Writ Petition and set aside AAIFR order dated 14th May, 2013 and
remanded back the matter to Hon'ble BIFR for further proceedings.
5. MANAGEMENT:
Company is managed by well qualified, experienced professionals guided
by the Board of Directors.
6. DIRECTORS:
6.1.1 Pursuant to provisions of Section 149 of the Companies Act 2013,
It is proposed to appoint Mr. S. P. Banerjee and Mr. S.K.Gupta as
independent Directors to hold office for a term of 5 (Five) consecutive
years from the conclusion of this Annual General Meeting, not liable to
retire by rotation.
6.1.2 Pursuant to provisions under section 152 of the Companies Act
2013, it is proposed to appoint Mr. K. S. Nalwaya as Non Executive
Director liable to retire by rotation.
6.1.3 Mrs Sherly Filomena Da costa Gonsalves Wagh ,Who was appointed as
an additional Director on 13-05-2015, shall vacate the office of
Director on the ensuing Annual General Meeting. It is proposed to
appoint her as Non Executive Director liable to retire by rotation.
None of the Directors of the company are disqualified for being
appointed as Directors as specified under section 164 of the Companies
Act, 2013.
Your Directors recommend the re-appointment of the above Directors.
7. DIRECTOR'S RESPONSIBILITY STATEMENT
In compliance to the Provisions of Section 134(5) of the Companies Act,
2013, your Directors wish to place on record
I) That in preparing the Annual Accounts, all applicable accounting
standards has been followed.
ii) That the accounting policies adopted are consistently followed and
the judgments and estimates made are reasonable and prudent so as to
give a true and fair view of state of affairs of the Company at the end
of the Financial Year and of the Profit and Loss Account of the Company
for the Financial Year, under review.
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing / detecting fraud and other irregularities.
iv) That the Annual Accounts have been prepared on a going concern
basis.
v) That 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.
vi) That the Directors had devised proper system to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
8. VIGIL MECHANISM
Company has suitable vigil mechanism to deal with instances of fraud
and mis management if any.
9. EXTRACT OF ANNUAL RETURN
As required under section 92 (3) of the Companies Act 2013 the extract
of Annual Return in form MGT-9 is annexed.
10. CORPORATE GOVERNANCE
Your company adheres to all the requirements of the Corporate
Governance both in letter and spirit. Your company is complying with
the conditions as prescribed under clause 49 of the Listing Agreement.
Code of Conduct as applicable to the directors, Key and the senior
management personnel has also been put in place. Your company continues
to maintain an internal control system headed by an Internal Audit Team
and which the Audit Committee continuously reviews.
A separate Report on Corporate Governance is attached as a part of the
Director's Report.
11. EMPLOYEE RELATIONS
Your Directors wish to place sincere thank to all the employees and
officers for their cordial relations and valuable services, which
continued to be rendered by them to the Company.
12. TECHNOLOGIES, RESEARCH & DEVELOPMENT, ETC.
As the TPE plant at Nagothane has been closed for more than a decade,
therefore, details about power, fuel expenses etc. in respect of the
plant have not been given. The Company continues to economies in every
sphere including that of power and fuel by avoiding all wasteful
expenditure and cutting costs.
No R & D is being carried on at present and the imported technology has
been fully absorbed.
The details about foreign exchange earnings and outgo are given in the
Notes to Accounts
13. DEMATERIALISATION OF SHARES
The Company has entered into agreements with both National Securities
Depository Limited (NSDL) and Central Depository Services Limited
(CDSL) whereby the shareholders have an option to dematerialize their
shares with either of the Depository. As on 31st March 2015 total
42.03% of the equity share of the company has been dematerialized.
14. LISTING OF SHARES AT BSE
Shares of the Company are listed on Bombay Stock Exchange and are being
traded there.
15. AUDITORS
M/s. N. S. Bhatt & Co., Chartered Accountants, Statutory Auditors of
the Company will retire at the forthcoming Annual General Meeting of
the Company and being eligible, offer themselves for re-appointment.
The comments by the Auditors in their Report are self-explanatory and,
in the opinion of the Board, do not require any further clarifications.
16. COST AUDITORS
M/s. K.S.Bhatnagar and Associates Cost and Management Accountants New
Delhi, had been appointed as Cost Auditors of the Company for the
financial year 2014-15 they will submit their report to Dept. of
Company Affairs in prescribed time
17. SECRETARIAL AUDITORS
Ruchita S. Suryavansi Whole Time Practicing Company Secretary Mumbai,
had been appointed as Secretarial Auditors for the Financial Year
2014-15. Their report is annexed herewith.
18. ACKNOWLEDGMENT
Your Directors gratefully acknowledge the continuing faith and support
extended by the Central Government ,State Government, Banks, Financial
Institutions, Shareholders, Creditors, Staff, workers and Others who
have supported the Company and hope to receive their continued support.
For and on behalf of the Board of
Directors
M. V. CHATURVEDI
Place: Mumbai Chairman
Dated:13th May 2015 (Din:0863310)
Mar 31, 2014
Dear Members
The Directors are pleased to present the Twenty Seventh Report
together with the Audited Statement of Accounts for the year ended 31st
March 2014.
1. FINANCIAL RESULTS : (Rs. in Lacs)
Year ended Year ended
31/03/2014 31/03/2013
Income 5688.05 4180.28
Profit before Interest,
Depreciation & Tax 267.28 235.45
Less : Depreciation (94.98) (108.55)
Profit / (Loss) before Tax 172.30 126.90
Add : Loss carried
from previous year (41024.87) (41151.77)
Total Loss carried to
Balance Sheet (40852.57) (41024.87)
2. SHARE CAPITAL
The Authorized Share Capital of the company as on 31st March 2014 was
Rs. 75 crores dividend into 7,50,00,000 Equity Shares of Rs.10/- each.
The issued & subscribed and paid up capital as on same date was Rs.
53,11,74,250 divided into 5,31,17,425 equity shares of Rs 10/- each.
Calls in arrears were Rs. 56.17 lacs. Paid up capital as on 31st March
2014 remained Rs.5255.57lacs. During the year under review the
authorized, issued, subscribed and paid up capital of the company
remained unchanged.
3. DIVIDEND
Your Directors place on record their deep sense of concern that due to
huge carry forward losses, your Directors are unable to declare any
dividend to its shareholders and / or to make any appropriation for the
same.
4. OPERATIONS:
The Engineering Division at Mathura is partially in operation and
executing the works with own raw materials as well as on job work basis
for Power Plant, Cement Plant, Sugar Plants and for other industrial
units. During the year, we have added a machine in the workshop and
commissioned a shot blast room in the workshop. Regular maintenance was
being carried out from time to time of all the plant and machinery to
ensure the smooth operation. The management is planning to add some
more machinery so that some value addition orders can be executed which
will increase the profitability of the company. The company has booked
the orders for the next financial year about to Rs. 50 crores.
With regards to TPE Plant of the company which remained closed
throughout the year, sufficient care has been taken to maintain the
plant due to its non -use.
Members are aware that the company is sick industrial undertaking and
its rehabilitation scheme is pending before BIFR. The OTS proposal of
Rs. 82 crores has been accepted by all the secured lenders except
Central Bank of India. Therefore, in compliance to the OTS offer,
company has paid Rs. 70.97 crores (being 100% principal OTS amount) to
27 consenting lenders out of 28 lenders which are approx 87% in value.
Company has also paid interest of Rs. 10.55 crores on account of
delayed payments to the above said 27 consenting lenders as on 31st
March, 2014. The balance amount Rs. 1.61 crores (being 10%) of interest
has also been paid to SASF (subject to reconciliation) on 17th April,
2014. SASF in turn distributed the pro-rata share to all the 27
consenting lenders on 6th May, 2014. The Draft
Revival-Cum-Reverse-Merger-Scheme (DRS) before Hon''ble BIFR for speedy
rehabilitation of the company is pending adjudication. The main
application of revival is still pending before Hon''ble BIFR. Meanwhile,
Hon''ble AAIFR dismissed two appeals challenging the interim order of
BIFR. Your company challenged the dismissal order of Hon''ble AAIFR
before Hon''ble Delhi High Court. The Hon''ble Delhi High Court issued
notices to all the respondents and subject matter is pending
adjudication. However, discussion with non consenting lender i.e.
Central Bank of India is in progress.
5. MANAGEMENT:
Company is managed by well qualified, experienced professionals guided
by the Board of Directors.
6. DIRECTORS:
6.1.1 Mr. S. K. Gupta will retire by rotation at the forthcoming Annual
General Meeting of the Company and being eligible, offers himself for
reappointment.
6.1.2 Mr. K. S. Nalwaya will retire by rotation at the forth coming
Annual General Meeting of the Company and being eligible, offers
himself for reappointment
6.1.3 None of the Directors of the company are disqualified for being
appointed as Directors as specified under section 164 of the Companies
Act, 2013.
Your Directors recommend the re-appointment of the retiring Directors.
7. DIRECTOR''S RESPONSIBILITY STATEMENT
In compliance to the Provisions of Section 217(10(2AA) of the Companies
Act, 1956(134 of the Companies Act, 2013), your Directors wish to place
on record.
i) That in preparing the Annual Accounts, all applicable accounting
standards have been followed.
ii) That the accounting policies adopted are consistently followed and
the judgments and estimates made are reasonable and prudent so as to
give a true and fair view of state of affairs of the Company at the end
of the Financial Year and of the Profit and Loss Account of the Company
for the Financial Year, under review.
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing / detecting fraud and other irregularities.
iv) That the Annual Accounts have been prepared on a going concern
basis.
v) That 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.
vi) That the Directors had devised proper system to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
8. CORPORATE GOVERNANCE
Your company adheres to all the requirements of the Corporate
Governance both in letter and spirit. Your company is complying with
the conditions as prescribed under clause 49 of the Listing Agreement.
Code of Conduct as applicable to the directors, Key and the senior
management personnel has also been put in place. Your company continues
to maintain an internal control system headed by an Internal Audit Team
and which the Audit Committee continuously reviews.
A separate Report on Corporate Governance is attached as a part of the
Annual Report.
9. EMPLOYEE RELATIONS
Your Directors wish to place sincere thank to all the employees and
officers for their cordial relations and valuable services, which
continued to be rendered by them to the Company.
10. TECHNOLOGIES, RESEARCH & DEVELOPMENT, ETC.
As the TPE plant at Nagothane has been closed for more than a decade,
therefore, details about power, fuel expenses etc. in respect of the
plant have not been given. The Company continues to economies in every
sphere including that of power and fuel by avoiding all wasteful
expenditure and cutting costs.
No R & D is being carried on at present and the imported technology has
been fully absorbed.
The details about foreign exchange earnings and outgo are given in the
Notes to Accounts
11. DEMATERIALISATION OF SHARES
The Company has entered into agreements with both National Securities
Depository Limited (NSDL) and Central Depository Services Limited
(CDSL) whereby the shareholders have an option to dematerialize their
shares with either of the Depository. As on 31st March 2014 total
41.76% of the equity share of the company have been dematerialized.
12. LISTING OF SHARES AT BSE
Shares of the Company are relisted on Bombay Stock Exchange and are
being traded there.
13. AUDITORS
M/s. N. S. Bhatt & Co., Chartered Accountants, Statutory Auditors of
the Company will retire at the forthcoming Annual General Meeting of
the Company and being eligible, offer themselves for re-appointment.
The comments by the Auditors in their Report are self- explanatory and,
in the opinion of the Board, do not require any further clarifications.
14. COST AUDITORS
M/s. K. S. Bhatnagar and Associates Cost and Management Accountants New
Delhi have been appointed as Cost Auditors of the Company for the
financial year 2013-14. The due date of submission of Cost Audit Report
is 27th September 2014. The report will be submitted to the concerned
authorities in time.
15. ACKNOWLEDGMENT
Your Directors gratefully acknowledge the continuing faith and support
extended by the Shareholders, Creditors, Staffs and Others who have
supported the Company and hope to receive their continued support.
For and on behalf of the Board of
Directors
Place : Mumbai M. V. CHATURVEDI
Dated: 20th May, 2014 Chairman
Mar 31, 2013
TO THE MEMBERS
The Directors are pleased to present the Twenty Sixth Report together
with the Audited Statement of Accounts for the year ended 31st March
2013.
1. FINANCIAL RESULTS : (Rs. in Lacs)
Year ended Year ended
31/03/2013 31/03/2013
Income 4180.28 3534.63
Profit before Interest, 235.45 240.29
Depreciation & Tax
Less : Interest ----- -----
Less : Depreciation (108.55) (122.78)
Profit / (Loss) before Tax 126.90 117.51
Add : Loss carriede
from previous year (41151.77) (41269.28)
Total Loss carried to
Balance Sheet 41024.87 41151.77
2. SHARE CAPITAL
The Authorized Share Capital of the company as on 31st March 2013 was
Rs. 75 crores dividend into 75000000 Equity Shares of Rs. 10/- each.
The issued& subscribed capital as on same date was Rs. 53.12 crores
divided into 53117425 equity shares of Rs 10/- each. Calls in arrears
were Rs. 56.17 lacs. Paid up capital as on 31st March 2013 remained Rs.
5255.57 lacs. During the year under review the authorized, issued,
subscribed & paid up capital of the Company remained unchanged.
3. DIVIDEND
Your Directors place on record their deep sense of concern that due to
huge carry forward losses, your Directors are unable to declare any
dividend to its shareholders and / or to make any appropriation for the
same.
4. OPERATIONS:
The Engineering Division at Mathura is partially in operation and
executing the works with own raw materials as well as on job work basis
for Power Plant, Cement Plant and for other industrial units. We have
added some machinery in the workshop and regular maintenance was being
carried out time to time of all the plant and machinery to ensure the
smooth operation. The management is planning to add some more machinery
so that some value addition orders can be executed which will increased
the profitability of the company.
With regards to TPE Plant of the company which remained closed
throughout the year, sufficient care is being taken to maintain the
plant due to its non -use. Your Directors have tried with an European
company to re-start this plant but the deal could not be finalized
Still discussions are going on with another party to reach some
understanding to restart this plant.
Members are aware that the company is sick Industrial undertaking and
its rehabilitation scheme is pending before BIFR.The OTS proposal of
Rs. 82 crores has been accepted by all the secured lenders except
Central Bank of India. Therefore, in compliance to the OTS offer,
company has paid Rs. 70.97 crores (being 100% principal OTS amount of
27 lenders out of 28 lenders) to the consenting lenders approx 87%.
Company has also paid interest of Rs. 8.75 crores and Rs. 2.61 crores
on account delayed payments and other payables, to the above said 27
consenting lenders. The balance amount of 2.75 crores (being 25%) of
interest will carry compound interest @11% and will be due and payable
upon receipt of OTS consent from Central Bank of India. The Draft
Revival-Cum-Reverse-Merger-Scheme (DRS) filed earlier before Hon''ble
BIFR for speedy rehabilitation of the company is pending adjudication.
The main application of revival is still pending before Hon''ble
BIFR.Meanwhile company has filed two appeals challenging the interim
order of BIFR,which are pending adjudication before Hon''ble AAIFR.
However discussions with non consenting lender i.e. Central Bank of
India are in progress.
5. MANAGEMENT:
Company is managed by well qualified, experienced professionals guided
by the Board of Directors.
6. DIRECTORS:
6.1.1 Mr.K.S.Nalwaya will retire by rotation at the forthcoming Annual
General Meeting of the Company and being eligible, offers himself for
reappointment.
6.1.2 Mr. S. P. Banerjee will retire by rotation at the forth coming
Annual General Meeting of the Company and being eligible, offers
himself for reappointment
6.1.3 None of the Directors of the company are disqualified for being
appointed as Directors as specified under section 274(1) (g) of the
Companies Act, 1956.
Your Directors recommend the re-appointment of the retiring Directors.
7. DIRECTOR''S RESPONSIBILITY STATEMENT
In compliance to the Provisions of Section 217 (2AA) of the Companies
Act, 1956, your Directors wish to place on record.
i) That in preparing the Annual Accounts, all applicable accounting
standards have been followed.
ii) That the accounting policies adopted are consistently followed and
the judgments and estimates made are reasonable and prudent so as to
give a true and fair view of state of affairs of the Company at the end
of the Financial Year and of the Profit and Loss Account of the Company
for the Financial Year, under review.
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing / detecting fraud and other irregularities.
iv) That the Annual Accounts have been prepared on a going concern
basis.
8. CORPORATE GOVERNANCE
Your company adheres to all the requirements of the Corporate
Governance both in letter and spirit. Your company is complying with
the conditions as prescribed under clause 49 of the Listing Agreement.
Code of Conduct as applicable to the directors and the senior
management personnel has also been put in place. Your company continues
to maintain an internal control system headed by an Internal Audit Team
and which the Audit Committee continuously reviews.
A separate Report on Corporate Governance is attached as a part of the
Annual Report.
9. EMPLOYEE RELATIONS
Your Directors wish to place sincere thank to all the employees and
officers for their cordial relations and valuable services, which
continued to be rendered by them to the Company.
10. TECHNOLOGIES, RESEARCH & DEVELOPMENT, ETC.
As the TPE plant at Nagothane has been closed for several years,
therefore, details about power, fuel expenses etc. in respect of the
plant have not been given. The Company continues to economies in every
sphere including that of power and fuel by avoiding all wasteful
expenditure and cutting costs.
No R & D is being carried on at present and the imported technology has
been fully absorbed.
The details about foreign exchange earnings and outgo are given in the
Notes to Accounts
11. DEMATERIALISATION OF SHARES
The Company has entered into agreements with both National Securities
Depository Limited (NSDL) and Central Depository Services Limited
(CDSL) whereby the shareholders have an option to dematerialize their
shares with either of the Depository. As on 31st March 2013 total
41.65% of the equity share of the company have been dematerialized.
12. LISTING OF SHARES AT BSE
Shares of the Company are relisted on Bombay Stock Exchange and are
being traded there.
13. PARTICULARS OF EMPLOYEE
There is no employee, coming within the purview of Section 217 (2A) of
the Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975.
14. AUDITORS
M/s. N. S. Bhatt & Co., Chartered Accountants, Statutory Auditors of
the Company will retire at the forthcoming Annual General Meeting of
the Company and being eligible, offer themselves for re-appointment.
The comments by the Auditors in their Report are self- explanatory and,
in the opinion of the Board, do not require any further clarifications.
15. ACKNOWLEDGMENT
Your Directors gratefully acknowledge the continuing faith and support
extended by the Shareholders, Creditors, Staff and Others who have
supported the Company and hope to receive their continued support.
For and on behalf of the Board of Directors
Place : Mathura m. V. CHATURVEDI
Dated: 14th May, 2013 Chairman
Mar 31, 2012
The Directors are pleased to present the Twenty Fifth Report together
with the Audited Statement of Accounts for the year ended 31st March
2012.
1. FINANCIAL RESULTS : (Rs. in Lacs)
Year ended Year ended
31/03/2012 31/03/2011
Income 3,534.63 2,598.28
Profit before Interest, 240.29 358.84
Depreciation & Tax Less : Depreciation (122.78) (132.92)
Profit / (Loss) before Tax 117.51 225.92
Add : Loss carriede from previous year (41,269.28) (41495.20)
Total Loss carried to Balance Sheet 41,151.77 41,269.28
2. SHARE CAPITAL
The Authorized Share Capital of the company as on 31st March 2012 was
Rs. 75 crores divided into 75000000 Equity Shares of Rs. 10/- each. The
issued& subscribed capital as on same date was Rs. 53.12 crores divided
into 53117425 equity shares of Rs 10/- each. Calls in arrears were Rs.
56.17 lacs. Paid up capital as on 31st March 2012 remained Rs. 5255.57
lacs. During the year under review the authorized, issued, subscribed &
paid up capital of the Company remained unchanged.
3. DIVIDEND
Your Directors place on record their deep sense of concern that due to
huge carry forward losses, your Directors are unable to declare any
dividend to its shareholders and / or to make any appropriation for the
same.
4. OPERATIONS:
The Engineering Division at Mathura is partially in operation and
executing the works with own raw materials as well as on job work basis
for Power Plant, Cement Plant and for other industrial units. We have
added some machinery in the workshop. Regular maintenance had been
carried out of all the plant and machinery to ensure the smooth
operation.
With regards to TPE Plant of the company which remained closed
throughout the year, sufficient care is being taken to maintain the
plant due to its non -use.
Members are aware that the OTS proposal of Rs. 82 crores has been
accepted by all the secured lenders except Central Bank of India and
the same have also been confirmed by Hon'ble AAIFR vide its order dated
13th February, 2008. Therefore, in compliance to the OTS offer, the
company has deposited Rs. 70.68 crores (being 100% OTS amount of 26
lenders out of 28 lenders) with IDBI (O.A.) which has already been
disbursed to the consenting lenders approx 87%. ICICI Bank one of the
lenders who have earlier consented to OTS and have collected its
upfront pro-rata share being 15% has still not reinstated the OTS,
which we hope will reinstate very soon. The company has also paid
interest of Rs. 2.70 crores (being 25%) to the above said 26 consenting
lenders on account of delayed payment of OTS amount within the
stipulated time. The Draft scheme for revival by way of Reverse-Merger,
(DRS) has been filed before Hon'ble AAIFR & BIFR for speedy
rehabilitation of the company, which is pending adjudication. As per
direction of the Hon'ble Delhi High Court, Hon'ble AAIFR is now seized
with both the Appeals for fresh consideration.
5. MANAGEMENT:
Company is managed by well qualified, experienced professionals guided
by the Board of Directors.
6. DIRECTORS:
6.1.1 Mr. S. P. Banerjee will retire by rotation at the forth coming
Annual General Meeting of the Company and being eligible, offers
himself for re-appointment.
6.1.2 Mr.S.K.Gupta will retire by rotation at the forthcoming Annual
General Meeting of the Company and being eligible, offers himself for
re-appointment.
6.1.3 None of the Directors of the company are disqualified for being
appointed as Directors as specified under section 274(1) (g) of the
Companies Act, 1956.
Your Directors recommend the re-appointment of the retiring Directors.
7. DIRECTOR'S RESPONSIBILITY STATEMENT
In compliance to the Provisions of Section 217 (2AA) of the Companies
Act, 1956, your Directors wish to place on record.
i) That in preparing the Annual Accounts, all applicable accounting
standards have been followed.
ii) That the accounting policies adopted are consistently followed and
the judgments and estimates made are reasonable and prudent so as to
give a true and fair view of state of affairs of the Company at the end
of the Financial Year and of the Profit and Loss Account of the Company
for the Financial Year, under review.
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing / detecting fraud and other irregularities.
iv) That the Annual Accounts have been prepared on a going concern
basis.
8. CORPORATE GOVERNANCE
Your company adheres to all the requirements of the Corporate
Governance both in letter and spirit. Your company is complying with
the conditions as prescribed under clause 49 of the Listing Agreement.
Code of Conduct as applicable to the directors and the senior
management personnel has also been put in place. Your company continues
to maintain an internal control system headed by an Internal Audit Team
and which the Audit Committee continuously reviews.
A separate Report on Corporate Governance is attached as a part of the
Annual Report.
9. EMPLOYEE RELATIONS
Your Directors wish to place sincere thank to all the employees and
officers for their cordial relations and valuable services, which
continued to be rendered by them to the Company.
10. TECHNOLOGIES, RESEARCH & DEVELOPMENT, ETC.
As the TPE plant at Nagothane has been closed for several years,
therefore, details about power, fuel expenses etc. in respect of the
plant have not been given. The Company continues to economies in every
sphere including that of power and fuel by avoiding all wasteful
expenditure and cutting costs.
No R & D is being carried on at present and the imported technology has
been fully absorbed.
The details about foreign exchange earnings and outgo are given in the
Notes to Accounts
11. DEMATERIALISATION OF SHARES
The Company has entered into agreements with both National Securities
Depository Limited (NSDL) and Central Depository Services Limited
(CDSL) whereby the shareholders have an option to dematerialize their
shares with either of the Depository. As on 31st March 2012 total
33.05% of the equity share of the company have been dematerialized.
12. LISTING OF SHARES
Shares of the Company are listed on Bombay Stock Exchange, Delhi Stock
Exchange and Ahmadabad stock Exchange and presently being traded at
Bombay stock Exchange only.
13. PARTICULARS OF EMPLOYEE
There is no employee, coming within the purview of Section 217 (2A) of
the Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975.
14. AUDITORS
M/s. N. S. Bhatt & Co., Chartered Accountants, Statutory Auditors of
the Company will retire at the forthcoming Annual General Meeting of
the Company and being eligible, offer themselves for re-appointment.
The comments by the Auditors in their Report are self- explanatory and,
in the opinion of the Board, do not require any further clarifications.
15. ACKNOWLEDGMENT
Your Directors gratefully acknowledge the continuing faith and support
extended by the Banks, Financial Institutions Shareholders, Creditors,
Staff and Others who have supported the Company and hope to receive
their continued support.
For and on behalf of the Board of Directors
Place : Mumbai M. V. CHATURVEDI
Dated: 28th July, 2012 Chairman
Mar 31, 2010
The Directors are pleased to present the Twenty Third Report together
with the Audited Statement of Accounts for the year ended 31st March
2010.
1. FINANCIAL RESULTS : (Rs. in Lacs)
Year ended Period ended
31/03/2010 31/03/2009
(12 months) (9 months)
Income 2931.16 1,481.59
Profit before Interest, 627.66 376.86
Depreciation & Tax
Less : Interest ----- -----
Less : Depreciation (153.61) (126.83)
Profit / (Loss) before Tax 474.05 250.03
Provision for fringe benefit tax ----- 0.33
Profit / (Loss) after tax 474.05 249.70
Add : Loss carried
From previous year (41,969.25) (42,218.95)
Total Loss carried to
Balance Sheet 41495.20 41,969.25
2. SHARE CAPITAL
The Authorised Share Capital of the company as on 31st March 2010 was
Rs. 75 crores dividend into 75000000 Equity Shares of Rs. 10/- each.
The issued, subscribed and paid up capital as on same date was Rs.
52.56 crores divided into 5,25,55,700 Equity shares of Rs. 10/- each
fully paid up. During the year under review the authorized, issued ,
subscribed & paid up capital remained unchanged.
3. DIVIDEND
Your Directors place on record their deep sense of concern that due to
huge carry forward losses, your Directors are unable to declare any
dividend to its shareholders and / or to make any appropriation for
the same.
4. OPERATIONS:
The Engineering Division at Mathura is partially in operation and
executing the works with our own raw materials as well as on job work
basis for Power Plant, Cement Plant and for other industrial units. We
have carried out regular maintenance of all the plant and machinery to
ensure the smooth operation.
With regards to TPE Plant of the company which remained closed through
out the year, sufficient care has been taken to ensure further
detoriation due to its non- use. However lot of corrosion has occurred
due to passage of time.
Members are aware that the earlier OTS proposal of your company for
Rs.72 crores to the Secured Lenders has already been approved by them
in the joint meeting held on 13lh January, 2007 therefore, in
compliance to the OTS offer, our company has deposited up-front amount
of Rs. 7.20 Crores (being 10% of the OTS) with IDBI (O.A.).
Subsequently in the month of January, 2008 on demand of the lenders due
to rise in the property price, the company has increased its OTS offer
by Rs. 10 crore i.e. Rs. 82 Crores. Meanwhile, Monble AAIFR vide its
order dated 13th February, 2008 has directed IDBI (OA) to accept the
revised OTS offer of Rs. 82 crores on behalf of all the lenders and
directed the company to make the balance payment within two months as
well as directed the company to file its Draft Rehabilitation Scheme
(DRS) before BIFR for speedy rehabilitation of the company. The company
has filed its DRS which is pending before BIFR. Central Bank of India
has challenged the aforesaid order of AAIFR before the Delhi High
Court. Your company has also challenged the order of AAIFR before Delhi
High Court to the extent of the payment schedule as agreed in the joint
meeting of the lenders. Subsequently, Honble Delhi High Court vide its
order dated 4lh February, 2010 has allowed both the Writ Petitions and
remanded the matter back to Honble AAIFR for fresh consideration. As
per the OTS settlement terms, company has received approx 76% formal
sanction letters from the secured lenders and awaiting the balance to
come. IDBI (OA) vide its letter dated 21st August, 2009 has already
distributed the upfront amount @ 10% in pro-rata to the lenders who
have conveyed their sanction and have kgpt the balance amount in No
Lien interest bearing account.
5. MANAGEMENT:
Mr. V. Narayan who was reappointed as the Whole-Time Director of the
company for a period of one year with effect from 1sl February 2009
subject to the approval of the Shareholders, passed away on 26,h
September 2009.
Mr. V. Narayan remained associated with your company for more than 32
years and occupied various key positions .Directors & members place on
record their deep sense of appreciation for co-operation and guidance
provided by him during his tenure.
6. DIRECTORS:
6.1.1 Mr.S. P. Banerjee, will retire by rotation at the forthcoming
Annual General Meeting of the Company and being eligible, offers
himself for reappointment.
6.1.2 Mr. K. S. Nalwaya will retire by rotation at the forthcoming
Annual General Meeting of the Company and bel*ng eligible, offers
himself for reappointment.
6.1.3 None of the Directors of the company are disqualified for being
appointed as Directors as specified under section 274(1) (g) of the
Companies Act, 1956.
7. DIRECTORS RESPONSIBILITY STATEMENT
In compliance to the Provisions of Section 217 (2AA) of the Companies
Act, 1956, your Directors wish to place on record.
i) That in preparing the Annual Accounts, all applicable accounting
standards has been followed.
ii) That the accounting policies adopted are consistently followed and
the judgments and estimates made are reasonable and prudent so as to
give a true and fair view of state of affairs of the Company at the end
of the Financial Year and of the Profit and Loss Account of the Company
for the Financial Year, under review.
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing / detecting fraud and other irregularities.
iv) That the Annual Accounts have been prepared on a going concern
basis.
8. CORPORATE GOVERNANCE
Your company adheres to all the requirements of the Corporate
Governance both in letter and spirit. Your company is complying with
the conditions as prescribed under clause 49 of the Listing Agreement.
Code of Conduct as applicable to the directors and the senior
management personnel has also been put in place. Your company continues
to maintain an internal control system headed by an Internal Audit Team
and which the Audit Committee continuously reviews.
A separate Report on Corporate Governance is attached as a part of the
Annual Report.
9. EMPLOYEE RELATIONS
Your Directors wish sincerely thank to all the employees and officers
for their cordial relations and valuable services, which continued to
be rendered by them to the Company.
10. TECHNOLOGIES, RESEARCH & DEVELOPMENT, ETC.
As the TPE plant at Nagothane has been closed for last eleven years,
therefore, details about power, fuel expenses etc. in respect of the
plant have not been given. The Company continues to economies in every
sphere including that of power and fuel by avoiding all wasteful
expenditure and cutting costs.
No R & D is being carried on at present and the imported technology has
been fully absorbed. When Company will put up final pilot plant the
same will reduce batch timing and cost of production.
The details about foreign exchange earning and outgo are given in the
Notes to Accounts.
11. DEMATERIALISATION OF SHARES
The Company has entered into agreements with both National Securities
Depository Limited (NSDL) and Central Depository Services Limited
(CDSL) whereby the shareholders have an option to dematerialize their
shares with either of the Depository. As on 31st March 2010 total 29.58
% of the equity share of the company has been dematerialized.
12. LISTING OF SHARES AT BSE
In response to representation of the company for revocation of
suspension of relisting of its Equity shares before Bombay Stock
Exchange (BSE), the BSE has conveyed its approval subject to compliance
of certain formalities. The company has already complied most of the
formalities and is in the process to comply the balance. Hence, we are
hopeful that our shares will be relisted & traded at BSE very soon.
13. PARTICULARS OF EMPLOYEES
There is no employee coming within the purview of Section 217 (2A) of
the Companies Act, 1956, read with Companies (Particulars of Employees)
Rules, 1975.
14. AUDITORS
M/s. N. S. Bhatt & Co., Chartered Accountants, Auditors of the Company
will retire at the forthcoming Annual General Meeting of the Company
and being eligible, offer them selves for re-appointment.
The comments by the Auditors in their Report are self- explanatory and,
in the opinion of the Board, do not require any further clarifications.
15. ACKNOWLEDGMENT
Your Directors gratefully acknowledge the continuing faith and support
extended by the Shareholders, Creditors, Staff and others who have
supported the Company and hope to receive their continued support.
For and on behalf of the Board of
Directors
Place : Mumbai M. V. CHATURVEDI
Dated: 29lh April, 2010 Chairman
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