To
The Members,
Your directors take pleasure in presenting the 33rd Annual Report of Bhudevi
Infra Projects Limited (the Company) together with the audited financial statements
for the financial year ended March 31, 2025.
FINANCIAL SUMMARY/HIGHLIGHTS:
The financial performance of your Company for the year ended March 31, 2025 is
summarized below:
(Rs. in Lakhs)
PARTICULARS |
2024-25 |
2023-24 |
| Revenue from Operations |
358.05 |
362.15 |
| Other Income |
0.06 |
6.28 |
Total Revenue |
358.11 |
368.43 |
Total expenses |
313.48 |
246.74 |
| Profit/Loss Before Tax |
44.63 |
121.69 |
Provision for tax |
|
|
| Current Tax |
11.24 |
30.41 |
| Deferred tax |
(0.01) |
0.03 |
Net Profit/(Loss) |
33.40 |
91.25 |
FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS:
Your Company's revenue from operations for the Financial Year 2024-25 is Rs. 358.05
Lakhs and a Net Profit of Rs. 33.40 Lakhs as compared to the previous year's revenue from
operations of Rs. 362.15 Lakhs and a Net Profit of Rs. 91.25 Lakhs.
TRANSFER TO RESERVES:
The Company has not proposed to transfer any amount to the reserve for the financial
year 2024-25.
DIVIDEND:
In view of the Company's financial Position, your directors do not recommend Dividend
for the financial year 2024-25.
DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), the
Board of Directors of the Company had formulated a Dividend Distribution Policy (‘the
Policy'). The Policy is available on the Company's website
https://www.bhudeviprojects.com/
SHARE CAPITAL:
During the financial year 2024-25, there was no change in the share capital of the
Company. As on March 31, 2025, the Authorized Capital of the Company is Rs. 600 Lakhs and
Issued, subscribed and paid-up share Capital is Rs. 458.92 Lakhs.
CHANGE IN NATURE OF BUSINESS, IF ANY:
There has been no change in the nature of business of your Company during the Financial
Year 2024-25.
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
Your Company does not have any Subsidiary, Joint venture or Associate Company during
the period under review.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act, 2013 do not apply to the Company
as no dividend has been declared by the Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
During the period under review, your Company has no material changes and commitments
affecting the financial position of the Company.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE
COMPANY:
The Company has framed a risk management framework to identify, business risk and
challenges across the Company. The risk framework helps us meet the business objectives by
aligning operating controls with the mission and vision of the Company. After extensive
deliberation on the nature of risk and after adequate risk mitigations steps, the business
activities are being carried out under the direct supervision of the Board of Directors of
the Company to ensure that no foreseeable risk involved in such an activity which may
threaten the existence of the Company.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY (CSR) INITIATIVES:
Pursuant to the provisions of Section 135(1) and read with all other applicable
provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility
policy) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for
the time being in force), corporate social responsibility is not applicable to the Company
during the financial year 2024-25.
BOARD OF DIRECTORS:
The Board of Directors of the Company is responsible for overseeing the Corporate
Governance framework. The Board adopts strategic plans and policies, monitoring the
operational performance, establishing policies and processes that ensure integrity of the
Company's internal controls and risk management. The Board establishes clear roles and
responsibilities in discharging its fiduciary and leadership functions and also ensures
that the management actively cultivates a culture of ethical conduct and sets the values
to which the organization will adhere.
DIRECTOR'S SELECTION, COMPOSITION, APPOINTMENT AND TENURE:
The Directors of your Company are appointed/ re- appointed by the Board on the
recommendation of the Nomination and Remuneration Committee and approval of the Board of
Directors/Shareholders. In accordance with the Articles of Association of your Company and
provisions of the Act, all the Directors, except the Managing Director and Independent
Directors, of your Company, are liable to retire by rotation at the Annual General Meeting
("AGM") each year and, if eligible, offer their candidature for re-appointment.
The Executive Directors on the Board have been appointed as per the provisions of the
Act and serve in accordance with the terms of employment with your Company. As regards the
appointment and tenure of Independent Directors, following is the policy adopted by the
Board.
Your Company has adopted the provisions with respect to appointment and tenure of
Independent Directors which are consistent with the Act and SEBI Listing Regulations.
In keeping with progressive governance practices, it has resolved to appoint all new
Independent Directors for two terms upto 5 (Five) years each.
None of the Independent Director(s) of your Company resigned during the financial year
2024-25 except Mr. Yerrapragada Mallikarjuna Rao before the expiry of their tenure.
In compliance with Regulation 26 of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015, none of the Directors is a
member of more than 10 (ten) Committees or acts as an independent director in more than 7
(seven) listed companies. Further, none of the Directors on your Company's Board is a
member of more than 10 (ten) committees and chairperson of more than 5 (five) committees
(committees being, audit committee and stakeholder's relationship committee) across all
the companies in which he/she is a director. All the Directors have made necessary
disclosures regarding committee positions held by them in other companies.
The Board comprises an optimum combination of Executive, Non-Executive &
Independent Director and Women Director as per the provisions of the Companies Act, 2013
(hereinafter referred as ‘Act') and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as
‘Listing Regulations'). As on March 31, 2025, the Board has 02 Executive Directors,
02 Independent (Non-Executive) Directors and 01 Women Director (Non-Executive).
The Board of Directors of your Company comprises of the following Directors:
Name of the Director |
Designation |
| Mr. Bhasker K Bhatt |
Managing Director |
| Mr. Madhav B Bhatt |
Executive Director |
| Mr. Hari Prasad Puttumurthi |
Independent Director |
| Mr. Parth Arvind Joshi |
Independent Director |
| Mrs. Pathika B Bhatt |
Non-Executive Director |
DIRECTOR RETIRING BY ROTATION SEEKING REAPPOINTMENT:
Mr. Madhav B Bhatt (DIN: 09486950), Director is liable to retire by rotation at the
ensuing Annual General Meeting and seeking reappointment, be re-appointed by the
shareholders.
BOARD EVALUATION:
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that
the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013
states that a formal annual evaluation needs to be made by the Board of its own
performance and that of its committees and individual directors. Schedule IV of the
Companies Act, 2013 states that the performance evaluation of independent directors shall
be done by the entire Board of Directors, excluding the director being evaluated.
The board of directors of the company had carried out an annual evaluation of its own
performance, board committees and individual directors pursuant to the provisions of the
Act and the corporate governance requirements as prescribed by Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015
("SEBI Listing Regulations") and the board of directors of the Company had
carried out an annual evaluation of its own performance, board committees and individual
directors pursuant to the provisions of the Act.
MEETINGS OF THE BOARD:
During the financial year 2024-25, the Board of Directors of your Company met 6 times,
on May 30, 2024, August 13, 2024, September 5, 2024, November 14, 2024, January 9, 2025
and February 14, 2025.
The Maximum Interval between any two meetings did not exceed 120 days.
The below table gives the composition, meeting dates and attendance of the Board of
Directors.
Director |
Category |
No. of other Direc- torship(s) |
Number of Membership(s) $/ Chairmanship(s)$$ of Committees in other
Companies as on 31.03.2025 |
No. of Board Meetings attended |
Whether attended the last AGM (Yes/ No) |
Parth Arvind Joshi |
Non-Executive Independent Director |
0 |
0 |
3 |
No |
Hari Prasad Puttumurthi |
Non-Executive Independent Director |
0 |
0 |
6 |
Yes |
Bhasker K Bhatt |
Managing Director |
0 |
0 |
6 |
Yes |
Madhav B Bhatt |
Executive Director |
0 |
0 |
6 |
Yes |
Pathika B Bhatt* |
Non-Executive Director |
0 |
0 |
6 |
Yes |
Yerrapragada Mallikarjuna Rao# |
Independent Director |
2 |
1. GVR Infra Projects Ltd Member of Audit Committee |
4 |
Yes |
#Mr. Yerrapragada Mallikarjuna Rao had resigned as Independent Director with effect
from the January 01, 2025.
*Mr. Parth Arvind Joshi (DIN: 08765054) has been appointed as Independent Director with
effect from the September 28, 2024.
Notes:
$Excludes Directorships in Private Limited Companies, Foreign Companies and Section 8
Companies.
$$Only Audit Committee and Stakeholders Relationship Committee have been considered in
terms of Regulation 26 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. ("Listing Regulations").
All Directors are in compliance with the limit on Directorships as prescribed under
Regulation 17A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. None of the Directors are related to each other.
Independent Director Means Director as defined in SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Section 149(6) of the Companies Act, 2013.
All the Independent Directors have given the declaration of their independence at the
beginning of the financial year.
None of the Directors on the Board:
is a member of more than 10 Board level committees and Chairman of 5 such committees
across all the Public Companies in which he or she is a director;
holds directorships in more than ten public Companies;
Serves as Director or as Independent Director (ID) in more than seven listed entities;
and who are the Executive Directors serves as ID in more than three listed entities. All
the Directors of the Company are appointed/re-appointed by the Shareholders on the basis
of recommendations of the Board and Nomination and Remuneration Committee.
THE DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE
RESIGNED DURING THE YEAR:
The Board of directors of your Company has an optimum combination of Executive,
Non-Executive and Independent Directors including Women Director.
(i) Non-Executive Directors
Mr. Yerrapragada Mallikarjuna Rao (DIN:00905266) Non-executive Independent Director of
the Company has resigned on January 01, 2025 due to personal reasons and the same was
considered and approved by the Board of Directors at its meeting held on January 09, 2025.
Mr. Parth Arvind Joshi, (DIN: 08765054) has been appointed as Non-executive Independent
Director of the Company w.e.f., September 28, 2024.
(ii) Key Managerial Personnel
During the year under review, there were no changes in the Key Managerial Personnel
however Mr. Anand Joshi has been resigned w.e.f. May 20, 2025 from the office of Company
Secretary and Compliance officer of the Company.
INDEPENDENT DIRECTORS:
During the financial year under review, Independent Directors of the Company have met
once on February 14, 2025 for the following:
Evaluation of the performance of Non-Independent Directors and the Board of Directors
as a whole;
Evaluation of the performance of the Chairman of the Company, taking into account the
views of the Executive and Non-Executive Directors;
Evaluation of the quality, content and timelines of flow of information between the
Management and the Board that is necessary for the Board to effectively and reasonably
perform its duties;
All the Independent Directors were present at the meeting.
STATEMENT OF DECLARATION BY INDEPENDENT DIRECTORS:
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 Regulation
16 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They
have also complied with the Code for Independent Directors prescribed in Schedule IV of
the Companies Act, 2013.
In the opinion of Board, Independent Directors fulfil the conditions specified in the
Companies Act, 2013 read with schedules and rules thereto as well as the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Independent Directors are
independent of management.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION AND OTHER MATTERS: a) Procedure for
Nomination and Appointment of Directors:
The Nomination and Remuneration Committee will recommend the remuneration in whatever
form/fee to be paid to the Managing Director, Whole-time Director, other Directors, Key
Managerial Personnel and Senior Management Personnel to the Board for their approval.
The level and composition of remuneration/fee so determined by the Committee shall be
reasonable and sufficient to attract, retain and motivate directors, Key Managerial
Personnel and Senior Management. The relationship of remuneration/fee to performance
should be clear and meet appropriate performance benchmarks. The remuneration should also
involve a balance between fixed and incentive pay reflecting short and long-term
performance objectives appropriate to the working of the Company and its goals.
On the recommendation of the Nomination and Remuneration Committee, the Board has
adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and
other Employees pursuant to the provisions of the Companies Act, 2013 and SEBI Listing
Regulations and the same is enclosed as Annexure - I and the Remuneration Policy is posted
on the website of your Company which may be accessed at https://www.bhudeviprojects.com
i. DIRECTOR/ MANAGING DIRECTOR/ WHOLE-TIME DIRECTOR
Besides the above Criteria, the Remuneration/ compensation/ commission/ fee/ incentives
to be paid to Director/ Managing Director/ Whole-Time Director shall be governed as per
provisions of the Companies Act, 2013 and rules made thereunder or any other enactment for
the time being in force.
NON-EXECUTIVE DIRECTORS INCLUDING INDEPENDENT DIRECTORS
The Non-Executive Directors (including Independent Directors) may receive remuneration
by way of sitting fees for attending meetings of Board or Committee thereof. Provided that
the amount of such fees shall be subject to ceiling/ limits as provided under Companies
Act, 2013 and rules made thereunder or any other enactment for the time being in force.
b) Familiarization/ Orientation program for Independent Directors:
A formal familiarization program was conducted apprising the directors on the
provisions of the Companies Act, rules prescribed thereunder, SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and all other applicable laws to your
Company. All the directors were also apprised about the business of your Company.
It is the general practice of your Company to notify the changes in all the applicable
laws to the Board of Directors, from time to time. The objective of the program is to
familiarize Independent Directors on the Board with the business of your Company, industry
in which your Company operates, business model, challenges etc. through various programs
such as interaction with experts within your Company, meetings with our business leads and
functional heads on a regular basis.
The details of such familiarization programs for Independent Directors are posted on
the website of your Company which may be accessed at https://www.bhudeviprojects.com/
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL
DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual
performance evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination and Remuneration and all other
committees.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Board's functioning such as adequacy
of the composition of the Board and its Committees, board culture, execution and
performance of specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the interest of your
Company and its minority shareholders etc. The performance evaluation of the Independent
Directors was carried out by the entire Board, excluding the Independent Director being
evaluated.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole and the Chairman of your Company was evaluated, taking
into account the views of the Executive Directors & Non-Executive Directors. The
Nomination and Remuneration Committee reviewed the performance of individual directors on
the basis of criteria such as the contribution of the individual director to the Board and
Committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc. The Directors expressed their
satisfaction with the evaluation process.
COMMITTEES:
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority.
The following Committees constituted by the Board function according to their
respective roles and defined scope:
Audit Committee
Nomination and Remuneration Committee Stakeholders Relationship Committee
AUDIT COMMITTEE:
The management is responsible for the Company's internal controls and the financial
reporting process while the statutory auditors are responsible for performing independent
audits of the Company's financial statements in accordance with generally accepted
auditing practices and for issuing reports based on such audits. The Board of Directors
has constituted and entrusted the Audit Committee with the responsibility to supervise
these processes and thus ensure accurate and timely disclosures that maintain the
transparency, integrity and quality of financial control and reporting. The constitution
of the Audit Committee meets with the requirements of Section 177 of the Companies Act,
2013 and Listing Regulations.
The Audit Committee comprises of Independent Directors and Non-Executive Directors. All
members of the Audit Committee are financially literate and bring in expertise in the
fields of finance, economics, strategy and management.
(i) Meetings during the Financial Year:
During the financial year 2024-25, the Audit Committee met five times on May 30, 2024,
August 13, 2024, September 5, 2024, November 14, 2024 and February 14, 2025.
The below table gives the composition and attendance for the meetings of the Audit
Committee and the Company Secretary of the Company, acting as the secretary of the
Committee.
The Composition, Number of meetings held/attended during the financial year of the
Audit Committee is as follows:
S. No. Name |
Position |
Number of meetings during the financial year |
|
|
Held |
Attended |
| 1 Mr. Hari Prasad Puttumurthi |
Chairman |
5 |
5 |
| 2 Mr. Parth Arvind Joshi |
Member |
2 |
2 |
|
|
(entitled for 2 meetings) |
|
| 3 Mrs. Pathika B Bhatt |
Member |
5 |
5 |
| 4 Mr. Yerrapragada Mallikarjuna Rao |
Chairman |
4 |
4 |
|
|
(entitled for 4 meetings) |
|
Note: Mr. Yerrapragada Mallikarjuna Rao resigned as Independent Director with
effect from the January 01, 2025 and Mr. Parth Arvind Joshi was appointed as Independent
Director with effect from the September 28, 2024.
(i) Terms of Reference:
The terms of reference of the Audit Committee are formulated pursuant to the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 entered into with Stock Exchange read with Section 177 of the Companies Act, 2013 and
includes such other functions as may be assigned to it by the Board from time to time.
The brief terms of reference of the Audit Committee are provided in Annexure-2
which forms part of this report.
NOMINATION AND REMUNERATION COMMIITTEE:
The Board has constituted Nomination & Remuneration Committee consisting of two
Independent Directors and one Non-Executive Director. The terms of reference of the
Committee covers evaluation of compensation and benefits for Executive Director(s),
Non-Executive Director(s), Senior Management Employees.
(i) Meetings During the Financial Year:
During the financial year 2024-25, the Committee met two times on September 05, 2024
and January 09, 2025.
The below table gives the composition and attendance of the Nomination &
Remuneration Committee and the Company Secretary of the Company acting as the secretary of
the Committee.
S. No. Name |
Position |
Number of meetings during the financial year |
| Held |
Attended |
| 1 Mr. Hari Prasad Puttumurthi |
Chairman |
2 |
2 |
| 2 Mr. Parth Arvind Joshi |
Member |
1 |
1 |
|
|
(entitled for 1 meetings) |
|
| 3 Mrs. Pathika B Bhatt |
Member |
2 |
2 |
| 4 Mr. Yerrapragada Mallikarjuna Rao |
Chairman |
1 |
1 |
|
|
(entitled for 1 meetings) |
|
Note: Mr. Yerrapragada Mallikarjuna Rao resigned as Independent Director with
effect from the January 01, 2025 and Mr. Parth Arvind Joshi was appointed as Independent
Director with effect from the September 28, 2024.
The brief terms of reference of the Nomination & Remuneration Committee are
provided in Annexure-3 which forms part of this report.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Board has constituted Stakeholders Relationship Committee consisting of two
Independent Directors and a Non-Executive Director.
The Stakeholders Relationship Committee is empowered to perform the functions of the
Board relating to handling of stakeholder's queries and grievances.
(i) MEETINGS DURING THE FINANCIAL YEAR
During the financial year 2024-25, the Committee met two times on September 05, 2024
and January 09, 2025.
The below table gives the composition and attendance record of the Stakeholders
Relationship Committee. The Company Secretary of the Company act as the secretary of the
Committee and also designated as Compliance Officer.
S. No. Name |
Position |
Number of meetings during the financial year |
| Held |
Attended |
| 1 Mr. Parth Arvind Joshi |
Chairman |
1 |
1 |
|
|
(entitled for 1 meetings) |
|
| 2 Mr. Hari Prasad Puttumurthi |
Member |
2 |
2 |
| 3 Mrs. Pathika B Bhatt |
Member |
2 |
2 |
| 4 Mr. Yerrapragada Mallikarjuna Rao |
Chairman |
1 |
1 |
|
|
(entitled for 1 meetings) |
|
Note: Mr. Yerrapragada Mallikarjuna Rao resigned as Independent Director with
effect from the January 01, 2025 and Mr. Parth Arvind Joshi was appointed as Independent
Director with effect from the September 28, 2024.
The brief terms of reference of the Stakeholders Relationship Committee are provided in
Annexure-4 which forms part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS/OUTGO:
The details regarding Energy Conservation, Technology Absorption, Foreign Exchange
Earnings and Outgo as required under Section 134 (3) (m) of the Companies Act, 2013 read
with the Companies (Accounts) Rules, 2014 are provided in Annexure - 5 hereto which
forms part of this Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES
ACT, 2013:
There were no loans, guarantees or investment made by the company under section 186 of
the Companies Act 2013, during the financial year 2024-25.
MANAGEMENT DISCUSSION AND ANALYSIS:
Pursuant to the provisions of Regulation 34(2) of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 a report on Management Discussion &
Analysis is herewith annexed as Annexure – 6 to this report.
STATUTORY AUDITORS:
In terms of section 139(1) of the Companies Act, 2013, M/s. Samudrala K & Co. LLP,
Chartered accountants, Hyderabad (FRN-S200142) were appointed as the Statutory Auditors of
the Company at 32nd AGM for a period of 5 years till the conclusion of 37th AGM
by the members of the Company to be held in the year 2029.
INTERNAL AUDITORS:
The Board of Directors based on the recommendation of the Audit Committee have
re-appointed Swati Doogar & Co., Chartered Accountants, Hyderabad, as the Internal
Auditors of your Company.
MAINTENANCE OF COST RECORDS:
The maintenance of cost records as specified by the Central Government under
sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the
Company and accordingly such accounts and records are not required to be made and
maintained.
COST AUDITORS:
The appointment of Cost Auditors as specified under sub-section (1) of Section 148 of
the Companies Act, 2013, is not applicable to the Company.
SECRETARIAL AUDITORS:
During the year under review, the Company has complied with the provisions of Section
204 of the Act and Regulation 24A of the Listing Regulations. The Secretarial Audit Report
for the financial year ended March 31, 2025 issued by Mrs. N. Vanitha, Practicing Company
Secretary (C.P. No.: 10573), Hyderabad is enclosed as Annexure - 7 to this Report.
The Board has appointed Mrs. N. Vanitha, Practicing Company Secretary (C.P. No.:
10573), Hyderabad to conduct secretarial audit pursuant to the recommendations of the
Audit committee for a period of 5 years i.e. from FY 2025-26 to FY 2029-30 subject to
approval of the shareholders at the ensuing Annual General Meeting.
COMPLIANCE WITH SECRETARIAL STANDARDS:
Your Company has devised proper systems to ensure compliance with the provisions of all
the applicable Secretarial Standards issued by the Institute of Company Secretaries of
India and that such systems are adequate and operating effectively. During the year under
review, your Company has complied with the Secretarial Standards issued by the Institute
of Company Secretaries of India.
RELATED PARTY TRANSACTIONS:
There are no related party transactions as specified under section 188 of the Companies
Act, 2013 and rules made thereunder during the financial year 2024-25. 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 except the loan taken from director as
disclosed in note 33 of financial statements of the Company.
The policy on related party transactions and dealings in related party transactions, as
approved by the Board is available on the website which may be accessed at
https://www.bhudeviprojects.com/.
ANNUAL RETURN:
In accordance with Section 134 (3) (a) of the Companies Act, 2013, a copy of Annual
Return in the prescribed format i.e. Form MGT-7 is placed on the website of your Company
which may be accessed at https://www.bhudeviprojects.com/.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that to
the best of their knowledge and belief and according to the information and explanation
obtained by them,
a. in the preparation of the annual accounts for the financial year ended March 31,
2025, the applicable accounting standards have been followed along with proper explanation
relating to material departures;
b. the directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at March 31, 2025 and of the profit or
loss of the Company for the financial year ended on that date;
c. Proper and sufficient care for the maintenance of adequate accounting records in
accordance with these provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d. The annual accounts for the year 2024-25 have been prepared on a going concern
basis;
e. Proper internal financial controls were in place and that the financial controls
were adequate and were operating effectively;
f. Devised proper systems to ensure compliance with the provisions of all applicable
laws were in place and were adequate and operating effectively.
DEPOSITS:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 during the
year.
LOANS FROM DIRECTORS:
During the Financial Year, the Company has received unsecured loans from directors
which are as specified in Note No.11 and Note No.32 to the financial statements of the
Company.
CORPORATE GOVERNANCE
Since the paid-up capital of the Company is less than Rs. 10 Crores and the net worth
of the Company is less than Rs. 25 Crores, the provisions of Regulations 17, 17A, 18, 19,
20, 21, 22, 23, 24, 24A, 25, 26, 26A, 27 and clauses (b) to (i) and (t) of sub-regulation
2 of Regulation 46 and para-C, D & E of Schedule V of the Securities Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not
applicable to the Company.
VIGIL MECHANISM/ WHISTLE BLOWER POLICY:
The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed
thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 is implemented through your Company's Whistle Blower Policy, to deal with instances
of fraud and mismanagement, if any in the Group. The Policy provides for adequate
safeguards against victimization of employees and Directors who avail the mechanism and
also provides for direct access to the Chairman of the Audit Committee. The details of the
Policy is available on the website of your Company which may be accessed at
https://www.bhudeviprojects.com/
The Whistle Blower Policy aims for conducting the affairs in a fair and transparent
manner by adopting highest standards of professionalism, honesty, integrity and ethical
behaviour. All the employees of your Company are covered under the Whistle Blower Policy.
REPORTING OF FRAUDS:
During the year under review, there was no instance of fraud, which required the
Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of
the Companies Act, 2013 and the rules made thereunder.
PARTICULARS OF EMPLOYEES AND REMUNERATION:
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and as amended in
respect of our employees, is attached herewith and marked as Annexure- 8.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND
TRIBUNALS:
During the financial year under review, no significant or material orders were passed
by the regulators or courts or tribunals which impact the going concern status and the
future operations of the Company.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE
FINANCIAL YEAR:
No application was made or any proceedings pending under the IBC, 2016 during the year
ended on March 31, 2025.
LISTING & TRADING:
Our Equity Shares are listed on BSE Limited, Mumbai. The listing fee for the FY 2024-25
has been duly paid.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS:
The Company has in place proper and adequate internal control systems commensurate with
the nature of its business, and size and complexity of its operations. Internal control
systems comprising of policies and procedures designed to ensure reliability of financial
reporting, timely feedback on achievement of operational and strategic goals, compliance
with policies, procedure, applicable laws and regulations, and that all assets and
resources are acquired are used economically.
HUMAN RESOURCE & INDUSTRIAL RELATIONS:
Your Company continues to foster a culture of fair management practices, endeavouring
to provide a congenial work environment. It consistently invests in its human assets to
recruit, train and retain high-potential talent.
A conscientious bottom-up approach to skills training strengthens overall competencies.
As a result, your Company's workforce consists of an invaluable mix of fresher's and
experienced employees with extensive industry insight – a key cornerstone in the
organization's success.
INSIDER TRADING REGULATIONS:
The Company has adopted a ‘Code of Conduct to Regulate, Monitor and Report Trading
by Insiders ("the Code") in accordance with the SEBI (Prohibition of Insider
Trading) Regulations, 2015 (The PIT Regulations).
The Code is applicable to Promoters, Member of Promoter's Group, all Directors and such
Designated Employees who are expected to have access to unpublished price sensitive
information relating to the Company. The Company Secretary is the Compliance Officer for
monitoring adherence to the SEBI (Prohibition of Insider Trading) Regulations, 2015.
The Company has also formulated ‘The Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the SEBI
(PIT) Amendment Regulations, 2018. This Code is displayed on the Company's website
https:// www.bhudeviprojects.com/
CODE OF CONDUCT:
The Company has laid down a "Code of Business Conduct and Ethics" for the
Directors and the Senior Management Personnel. The Board has also approved a Code of
Conduct for the Non-Executive Directors of the Company, which incorporates the duties of
Independent Directors as laid down in Schedule IV of Companies Act, 2013.
STATEMENT IN RESPECT OF THE SEXUAL HARASSMENT AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013:
As per the requirements of The Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal) Act, 2013. The Company has zero tolerance for sexual
harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal
of Sexual Harassment at workplace in line with the provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed
thereunder.
During F.Y. 2024-25, the Company had received 0 complaints on sexual harassment.
| a. number of complaints filed during the financial year |
: Nil |
| b. number of complaints disposed of during the financial year |
: Nil |
| c. number of complaints pending as on end of the financial year |
: Nil |
GREEN INITIATIVE IN CORPORATE GOVERNANCE:
The Ministry of Corporate Affairs (MCA) has taken a green initiative in Corporate
Governance by allowing paperless compliances by the Companies and permitted the service of
Annual Reports and documents to the shareholders through electronic mode subject to
certain conditions and your Company continues to send Annual Reports and other
communications in electronic mode to the members who have registered their email addresses
with your Company/RTA.
MATERNITY BENEFIT ACT:
The Company is committed to ensuring a safe, inclusive, and supportive work environment
for all employees. The Company has complied with the provisions of the Maternity Benefit
Act, 1961, and extends all benefits and protections under the Act to eligible employees.
Adequate internal policies and procedures are in place to uphold the rights and welfare of
women employees in accordance with the applicable laws.
APPOINTMENT OF THE REGISTRAR & SHARE TRANSFER AGENT:
Venture Capital and Corporate Investments Private Limited is the Registrar & Share
Transfer Agent of the Company. Members may contact the RTA for resolving any query related
to shares or for effecting transfer of shares, etc.
| Name of Registrars & Transfer Agent |
Venture Capital and Corporate Investments Pvt. Ltd., |
| Address |
"AURUM", D No.4-50/P-II/57/4F & 5F, |
|
4th & 5th Floors, Plot No.57, Jayabheri |
|
Enclave Phase - II, Gachibowli, Serilingampally, |
|
Hyderabad - 500 032, Ranga Reddy Dist., Telangana. |
| Phone |
040-23818475/476 |
| Website |
www.vccipl.com |
| Email |
investor.relations@vccipl.com |
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORT AND EXPLANATION/COMMENTS BY THE BOARD:
There are no qualifications, reservations or adverse remarks made by the Statutory
Auditors in their report.
Following are the comments of the Board on observations made by Secretarial Auditors in
their Report: -
We have received your mail from BSE on June 12th and June 13th,
2024 stating Non-compliance with requirement to appoint a qualified company secretary as
the compliance officer under Regulation 6 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. We hereby inform you that Mrs. Triveni Banda (Membership
No. A68042) was resigned on December 06, 2023 and Mr. Anand Joshi (Membership No. A73084)
was appointed as Company Secretary and Compliance Officer of the company on March 05,
2024.
Pursuant to Regulation 6(1A) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 vacancy of Company Secretary and Compliance Officer of the company
should be filled not later than three months from the date of such vacancy. Thus, the
Company has Appointed Mr. Anand Joshi (Membership No. A73084) within 3 months from the
date of resignation of Mrs. Triveni Banda (Membership No. A68042) as Company Secretary and
Compliance Officer of the company and the Company is in compliance with the requirement of
Regulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Further, the Company has made the payment of fine of Rs.30,680/- levied by the stock
exchange.
ACKNOWLEDGEMENTS:
Your directors sincerely thank the bankers, business associates, consultants and
various government authorities for the continued support extended by them to the Company
during the year under review. Your directors also acknowledge the support of the
shareholders and confidence reposed by them in your Company and place on record their
appreciation and gratitude for the same.
For and on behalf of Board of Directors of |
Bhudevi Infra Projects Limited |
| Sd/- |
Sd/- |
Bhasker K Bhatt |
Madhav B Bhatt |
| Chairman & Managing Director |
Director |
| DIN:09463033 |
DIN:09486950 |
| Date: September 03, 2025 |
| Place: Hyderabad |
|