To
The Members,
Your directors have pleasure in presenting the 32nd Annual Report of Bhudevi
Infra Projects Limited (Formerly known as AARVInfratel Limited) together with
the Audited accounts for the financial year ended 31st March 2024.
FINANCIAL RESULTS:
The performance of the Company for the financial year ended 31st March
2024 is summarized below:
Financial Results (In Rs. Lakhs)
PARTICULARS |
Financial Year 2023-24 |
Financial Year 2022-23 |
Revenue from Operations |
362.15 |
1.95 |
Other Income |
6.28 |
60.35 |
Total Revenue |
368.43 |
62.30 |
Total expenses |
246.74 |
30.19 |
Profit/Loss Before Tax |
121.69 |
32.11 |
Provision for tax |
|
|
Current Tax |
30.41 |
- |
Deferred tax |
0.03 |
- |
Net Profit/(Loss) |
91.25 |
32.11 |
FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS:
Your Company's revenue from operations for the Financial Year
2023-24 is Rs.362.15 Lakhs and a Net Profit of Rs. 91.25 Lakhs as compared to the previous
year's revenue from operations of Rs. 1.95 Lakhs and a Net Profit of Rs.32.11 Lakhs.
TRANSFER TO RESERVES:
The Company has not proposed to transfer any amount to the reserve for
the financial year 2023-24.
DIVIDEND:
In view of the Company's financial Position, your directors do not
recommend Dividend for the financial year 2023-24.
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.bhudeviproiects.com/
SHARE CAPITAL:
During the financial year 2023-24, there was no change in the share
capital of the Company. As on March 31, 2024, 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 2023-24. 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 2023-24.
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.
Directors' 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 year2023-24 before the expiry of their tenure.
In compliance with Regulation 26 of the SEBI Listing Regulations, 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 stakeholders'
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, 2024, 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. Yerrapragada Mallikarjuna Rao |
Independent Director |
Mrs. Pathika B Bhatt |
Non-Executive Director |
DIRECTOR RETIRING BY ROTATION SEEKING REAPPOINTMENT:
Mrs. Pathika B Bhatt (DIN:09488957), Non-Executive 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 2023-24, the Board of Directors of your
Company met 8 times, on May 22, 2023 August 14, 2023 August 29, 2023 September 6, 2023
November 14, 2023 December 06, 2023 February 14, 2024 March 05, 2024.
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 Director-
ship(s) |
Number of Membership (s)
/Chairmanship(s)** of Board Committees in other Companies as on 31.03.2024 |
No. of Board Meeting attended |
Whether attended the last
AGM (Yes/ No) |
Yerrapragada Mallikarjuna Rao |
Independent
Director |
4 |
1. Source Industries
(India) Limited.
• Chairman of Audit Committee |
8 |
Yes |
|
|
|
• Chairman of
Stakeholders Relationship Committee. |
|
|
Hari Prasad Puttumurthi |
Independent
Director |
0 |
0 |
8 |
Yes |
Bhasker K Bhatt |
Managing
Director |
0 |
0 |
8 |
Yes |
Madhav B Bhatt |
Director |
0 |
0 |
8 |
Yes |
Anita Sakuru# |
Director |
0 |
0 |
3 |
NA |
Pathika B Bhatt* |
Director |
0 |
0 |
5 |
Yes |
#Mrs. Anitha Sakuru had resigned as Director with effect from the
September 06, 2023. Subsequently.
*Mrs. Pathika B Bhatt (DIN: 09488957) has been appointed as Director
with effect from the September 06, 2023.
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 mandated in Listing Regulations
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
Mrs. Anitha Sakuru (DIN: 00475947) Non-executive Director of the
Company tendered her resignation letter dated September 06, 2023 due to personal reasons
and the same was considered and approved by the Board of Directors at their meeting held
on September 06, 2023.
Mrs. Pathika B Bhatt, (DIN: 09488957) has been appointed as
Non-executive Director of the Company w.e.f., September 06, 2023.
(ii) Key Managerial Personnel During the year under review:
a) Mrs. Triveni Banda, Company Secretary and Compliance Officer of the
Company tendered her resignation letter dated December 6, 2023 due to personal reasons.
b) Mr. Anand Joshi has been appointed to the office of Company
Secretary and compliance officer of the Company w.e.f., March 5, 2024.
INDEPENDENT DIRECTORS:
During the financial year under review, Independent Directors of the
Company have met for one time on February 14, 2024.
• 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 has been formed in compliance
with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and pursuant to Section 178 of the Companies Act, 2013. The main object of this
Committee is to identify persons who are qualified to become directors and who may be
appointed in senior management of your Company, recommend to the Board their appointment
and removal and shall carry out evaluation of every Director's performance, recommend
the remuneration package of both the Executive and the Non-Executive Directors on the
Board and also the remuneration of Senior Management, one level below the Board. The
Committee reviews the remuneration package payable to Executive Director(s), makes
appropriate recommendations to the Board and acts in terms of reference of the Board from
time to time.
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 -1 and the
Remuneration Policy is posted on the website of your Company which may be accessed at
https://www.bhudeviprojects.com/
The remuneration determined for Executive/Non-Executive Directors is
subject to the recommendation of the Nomination and Remuneration Committee and approval of
the Board of Directors. The Non Executive Directors are entitled to sitting fees for the
Board/Committee Meetings and profit based commission. The remuneration paid to Directors
and Key Managerial Personnel and all other employees is in accordance with the
Remuneration Policy of your Company.
b) Familiarisation/ Orientation program for Independent Directors:
A formal familiarization program was conducted apprising the directors
of the amendments in 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 activities 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 2023-24, the Audit Committee met four times
on May 22, 2023, August 14, 2023, November 14, 2023 and February 14, 2024.
The below table gives the composition and attendance for the meetings
of the Audit Committee and the Company Secretary of the Company act as the secretary of
the Committee.
The Composition, Number of meetings held/attended during the financial
year of the Audit Committee is as follows:
Sr. No. Name |
Position |
Number of
meetings during the financial year |
|
|
Held |
Attended |
1 Mr. Yerrapragada
Mallikarjuna Rao |
Chairman |
4 |
4 |
2 Mr. Hari Prasad Puttumurthi |
Member |
4 |
4 |
3 Mrs. Anitha Sakuru |
Member |
1
(entitled for 1 meeting) |
1
(entitled for 1 meeting) |
4 Mrs. Pathika B Bhatt |
Member |
3
(entitled for 3 meetings) |
3
(entitled for 3 meetings) |
Note: Mrs. Anitha Sakuru had resigned as member with effect from
the September 06, 2023. Subsequently, Mrs. Pathika B Bhatt (DIN: 09488957) has been
appointed as member with effect from the September 06, 2023.
(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, framing of policies
and systems of the Employee Stock Appreciations Rights Plan 2021 and looking after the
issues relating to major HR policies.
(i) Meetings During the Financial Year:
During the financial year 2023-24, the Committee met two times on
September 06, 2023 and March 05, 2024
The below table gives the composition and attendance record of the
Nomination & Remuneration Committee and the Company Secretary of the Company act as
the secretary of the Committee.
Sr. No.
Name |
Position |
Number of
meetings during the financial year |
| Held |
Attended |
1 Mr. Hari Prasad Puttumurthi |
Chairman |
2 |
2 |
2 Mr. Yerrapragada
Mallikarjuna Rao |
Member |
2 |
2 |
3 Mrs. Anitha Sakuru |
Member |
- |
- |
4 Mrs. Pathika B Bhatt |
Member |
2 |
2 |
Note: Mrs. Anitha Sakuru had resigned as member with effect from
the September 06, 2023. Subsequently, Mrs. Pathika B Bhatt (DIN:09488957) has been
appointed as member with effect from the September 06, 2023.
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 majority of Independent Directors and a Non-Executive Director.
The Stakeholders Relationship Committee is empowered to perform the
functions of the Board relating to handling of stakeholders' queries and grievances.
(i) MEETINGS DURING THE FINANCIAL YEAR
During the financial year 2023-24, the Committee met two times on May
22, 2023, February 14, 2024.
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.
Sr. No. Name |
Position |
Number of
meetings during the financial year |
|
|
Held |
Attended |
1 Mr. Yerrapragada
Mallikarjuna Rao |
Chairman |
2 |
2 |
2 Mr. Hari Prasad Puttumurthi |
Member |
2 |
2 |
3 Mrs. Anitha Sakuru |
Member |
1 (entitled for 1 meeting) |
1 (entitled for 1 meeting) |
4 Mrs. Pathika B Bhatt |
Member |
1 (entitled for 1 meeting) |
1 (entitled for 1 meeting) |
1 Pending at the beginning of
the year |
0 |
2 Received during the year |
0 |
3 Disposed of during the year |
0 |
4 Remaining unresolved at the
end of the year |
0 |
Note: Mrs. Anitha Sakuru had resigned as member with effect from
the September 06, 2023. Subsequently, Mrs. Pathika B Bhatt (DIN:09488957) has been
appointed as member with effect from the September 06, 2023.
The company has registered itself under SEBI Compliant Redressal System
(SCORES) for faster and transparent processing of Investor Grievance. The details of
Complaints receive and resolved during the year is as follows:
There are no outstanding complaints as on March 31, 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:
The Company has complied with the provisions of Sec.186 of the
Companies Act, 2013 in respect of the investments made by the Company. The details of
which are provided in note no.4 to the financial statements of the Company. Further,
Company has not provided any loans and given any guarantees during the period under
review.
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:
M/s. MHA & Associates LLP, Chartered Accountants (Firm Registration
Number: S200133), vide letter dated August 14, 2024 have resigned from the position of
Statutory Auditors of the Com pany, resulting into casual vacancy in the office of
Statutory Auditors of the Company. the Board of Directors at its meeting held on September
05, 2024, as per the recommendation of the Audit Committee, subject to approval of
shareholders, have appointed M/s. Samudrala K & Co. LLP, Chartered accountants,
Hyderabad (FRN- S200142), as Statutory Auditors of the Company with effect from September
05, 2024 till ensuing annual general meeting.
Pursuant to the provisions of Section 139 and other applicable
provisions of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules.
2014, the Board of Directors at its meeting held on September 05, 2024, as per the
recommendation of the Audit Committee, have recommended the reappointment of M/ s.
Samudrala K & Co. LLP, Chartered accountants, Hyderabad (FRN-S200142), as Statutory
Auditors of the Company to hold office for a period of five years, from the conclusion of
the 32nd AGM till the conclusion of the 37th AGM of the Company to
be held in the year 2029 at such remuneration plus applicable taxes, and out of pocket
expenses, as may be determined and recommended by the Audit Committee and duly approved by
Board of Directors of the Company.
For above appointments, the Company has received consent letter and
eligibility certificate from Samudrala K & co LLP, Chartered accountants, Hyderabad
(FRN-S200142), to act as Statutory Auditors of the Company along with a confirmation that
their appointment, if made, would be within the limits prescribed under the Companies Act,
2013.
The Statutory Auditors Report does not contain any qualifications,
reservations, or adverse remarks or disclaimer.
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:
Pursuant to the provisions of Section 204 of Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed Mrs. N. Vanitha, Practicing Company Secretary (C.P. No.: 10573),
Hyderabad, to undertake the secretarial audit of the Company for the FY 2023-24. The
Secretarial Audit Report for the FY 2023-24 is herewith attached as Annexure 7.
Comments of the Board on observations given by the Secretarial Auditor:
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. The company was incompliance with
Regulation 6(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. Further, the Company has applied for waiver of fine on July 18, 2024. further
details are attached as Secretarial Audit Report for the FY 2023-24 in Annexure - 7.
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 2023-24.
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 32 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, 2024, 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 31,2024 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 2023-24 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,
18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to
(i) 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.bhudeviproiects.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, 2024.
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 an ‘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.bhudeviproiects.com/
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 2023-24 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.
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.
Annexure 1
Nomination and Remuneration Policy
1. Introduction
Bhudevi Infra Projects Limited, (Formerly known as AARVInfratel
Limited) ("Company"), believes that an enlightened Board consciously creates
a culture of leadership to provide a long-term vision and policy approach to improve the
quality of governance.
Towards this, Company ensures constitution of a Board of Directors with
an appropriate composition, size, diversified expertise and experience and commitment to
discharge their responsibilities and duties effectively. Company recognizes the importance
of Independent Directors in achieving the effectiveness of the Board. Company aims to have
an optimum combination of Executive, Non-Executive and Independent Directors.
Company also recognizes the importance of aligning the business
objectives with specific and measurable individual objectives and targets. The Company has
therefore formulated the remuneration policy for its directors, key managerial personnel
and other employees keeping in view the following objectives:
a) Ensuring that the level and composition of remuneration is
reasonable and sufficient to attract, retain and motivate, to run the company
successfully.
b) Ensuring that the level and composition of remuneration is
reasonable and sufficient to attract, retain and motivate, to run the company
successfully.
c) Ensuring that remuneration involves a balance between fixed and
incentive pay reflecting short- and long-term performance objectives appropriate to the
working of the company and its goals.
2. Scope:
This Policy sets out the guiding principles for the Nomination and
Remuneration Committee for identifying persons who are qualified to become Directors and
to determine the independence of Directors, in case of their appointment as independent
directors of the Company and also for recommending to the Board the remuneration of the
directors, key managerial personnel and other employees of the Company.
3. Terms and References:
In this Policy, the following terms shall have the following meanings:
3.1 "Director" means a director appointed to the Board of a
Company.
3.2 "Nomination and Remuneration Committee" means the
committee constituted by Company's Board in accordance with the provisions of Section
178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015.
3.3 "Independent Director" means a director referred to in
sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI
(LODR) Regulations, 2015.
3.4 "Key Managerial Personnel" means
(i) the Chief Executive Officer or the managing director or the
manager;
(ii) the company secretary;
(iii) the whole-time director;
(iv) the Chief Financial Officer; and
(v) such other officer as may be prescribed under the Companies Act,
2013
4. Selection of Directors and determining Directors' independence
4.1 Qualifications and criteria
The Nomination and Remuneration (NR) Committee and the Board, shall
review on an annual basis, appropriate skills, knowledge and experience required of the
Board as a whole and individual members. The objective is to have a Board with diverse
background and experience that are relevant for the Company's global operations.
4.1.2In evaluating the suitability of individual Board members, the NR
Committee may take into account factors, such as:
General understanding of the Company's business dynamics, global
business and social perspective;
Educational and professional background Standing in the profession;
Personal and professional ethics, integrity and values;
Willingness to devote sufficient time and energy in carrying out their
duties and Responsibilities effectively.
4.1.3The proposed appointee shall also fulfill the following
requirements:
Shall possess a Director Identification Number;
Shall not be disqualified under the Companies Act, 2013 Shall give his
written consent to act as a Director;
Shall endeavor to attend all Board Meetings and wherever he is
appointed as a Committee Member, the Committee Meetings;
Shall abide by the Code of Conduct established by the Company for
Directors and Senior Management Personnel;
Shall disclose his concern or interest in any company or companies or
bodies corporate, firms, or other association of individuals including his shareholding at
the first meeting of the Board in every financial year and thereafter whenever there is a
change in the disclosures already made;
Such other requirements as may be prescribed, from time to time, under
the Companies Act, 2013, SEBI(LODR) Regulations,2015 and other relevant laws.
4.1.4The NR Committee shall evaluate each individual with the objective
of having a group that best enables the success of the Company's business.
4.2 Criteria of Independence
4.2.1 The NR Committee shall assess the independence of Directors at
the time of appointment / reappointment and the Board shall assess the same annually. The
Board shall re-assess determinations of independence when any new interests or
relationships are disclosed by a Director.
4.2.2The criteria of independence, as laid down in Companies Act, 2013
and as per SEBI (LODR) Regulations, 2015, is as below:
"Independent director" means a non-executive director,
other than a nominee director of the listed entity:
a. who, in the opinion of the board of directors, is a person of
integrity and possesses relevant expertise and experience;
b. who is or was not a promoter of the listed entity or its holding,
subsidiary or associate company [or member of the promoter group of the listed entity];
c. who is not related to promoters or directors in the listed entity,
its holding, subsidiary or associate company;
d. who, apart from receiving director's remuneration, has or had
no material pecuniary relationship with the listed entity, its holding, subsidiary or
associate company, or their promoters, or directors, during the [three]immediately
preceding financial years or during the current financial year
e. none of whose relatives
(i) is holding securities of or interest in the listed entity, its
holding, subsidiary or associate company during the three immediately preceding financial
years or during the current financial year of face value in excess of fifty lakh rupees or
two percent of the paid-up capital of the listed entity, its holding, subsidiary or
associate company, respectively, or such higher sum as may be specified;
(ii) is indebted to the listed entity, its holding, subsidiary or
associate company or their promoters or directors, in excess of such amount as may be
specified during the three immediately preceding financial years or during the current
financial year;
(iii) has given a guarantee or provided any security in connection with
the indebtedness of any third person to the listed entity, its holding, subsidiary or
associate company or their promoters or directors, for such amount as may be specified
during the three immediately preceding financial years or during the current financial
year;
(iv) has any other pecuniary transaction or relationship with the
listed entity, its holding, subsidiary or associate company amounting to two percent or
more of its gross turnover or total income:
Provided that the pecuniary relationship or transaction with the listed
entity, its holding, subsidiary or associate company or their promoters, or directors in
relation to points (A) to (D) above shall not exceed two percent of its gross turnover or
total income or fifty lakh rupees or such higher amount as may be specified from time to
time, whichever is lower.]
(v) who, neither himself ["/herself], nor whose relative(s)
A. holds or has held the position of a key managerial personnel or is
or has been an employee of the listed entity or its holding, subsidiary or associate
company [or any company belonging to the promoter group of the listed entity,]in any of
the three financial years immediately preceding the financial year in which he is proposed
to be appointed:
[Provided that in case of a relative, who is an employee other than key
managerial personnel, the restriction under this clause shall not apply for his / her
employment.]
B. is or has been an employee or proprietor or a partner, in any of the
three financial years immediately preceding the financial year in which he is proposed to
be appointed, of-
1. a firm of auditors or company secretaries in practice or cost
auditors of the listed entity or its holding, subsidiary or associate company;
2. any legal or a consulting firm that has or had any transaction with
the listed entity, its holding, subsidiary or associate company amounting to ten per cent
or more of the gross turnover of such firm;
C. holds together with his relatives two per cent or more of the total
voting power of the listed entity; or
D. is a chief executive or director, by whatever name called, of any
non-profit organization that receives twenty-five per cent or more of its receipts or
corpus from the listed entity, any of its promoters, directors or its holding, subsidiary
or associate company or that holds two per cent or more of the total voting power of the
listed entity;
E. is a material supplier, service provider or customer or a lessor or
lessee of the listed entity.
(vi) who is not less than 21 years of age.
(vii) Who is not a non-independent director of another company on the
board of which any non-independent director of the listed entity is an independent
director.
4.2.3The Independent Directors shall abide by the "Code for
Independent Directors" as specified in Schedule IV to the Companies Act, 2013.
4.3 Other directorships / committee memberships
4.3.1 The Board members are expected to have adequate time and
expertise and experience to contribute to effective Board performance. Accordingly,
members should voluntarily limit their directorships in other listed public limited
companies in such a way that it does not interfere with their role as directors of the
Company. The NR Committee shall take into account the nature of, and the time involved in
a Director's service on other Boards, in evaluating the suitability of the individual
Director and making its recommendations to the Board.
4.3.2A Director shall not serve as Director in more than 20 companies
of which not more than 10 shall be Public Limited Companies.
4.3.3A Director shall not serve as an Independent Director in more than
7 Listed Companies and not more than 3 Listed Companies in case he is serving as a
Whole-time Director in any Listed Company.
4.3.4A Director shall not be a member in more than 10 Committees or act
as Chairman of more than 5 Committees across all companies in which he holds
directorships. For the purpose of considering the limit of the Committees, Audit Committee
and Stakeholders' Relationship Committee of all Public Limited Companies, whether
listed or not, shall be included and all other companies including Private Limited
Companies, Foreign Companies and Companies under Section 8 of the Companies Act, 2013
shall be excluded.
5. Remuneration to Executive Directors and Key Managerial Personnel
Non-Executive Directors
and other employees
5.1.1 The Board, on the recommendation of the Nomination and
Remuneration (NR) Committee, shall review and approve the remuneration payable to the
Executive Directors of the Company within the overall limits approved by the shareholders.
5.1.2The Board, on the recommendation of the NR Committee, shall also
review and approve the remuneration payable to the Key Managerial Personnel of the
Company.
5.1.3 The remuneration structure to the Executive Directors and Key
Managerial Personnel may include the following components:
(i) Basic Pay
(ii) Perquisites and Allowances
(iii) Commission (Applicable in case of Executive Directors)
(iv) Retinal benefits
(v) Annual Performance Bonus
5.2 Remuneration to Non-Executive Directors
5.2.1The Board, on the recommendation of the NR Committee, shall review
and approve the remuneration payable to the Non- Executive Directors of the Company within
the overall limits approved by the shareholders.
5.2.2Non-Executive Directors shall be entitled to sitting fees for
attending the meetings of the Board and the Committees thereof. The Non- Executive
Directors shall also be entitled to profit related commission in addition to the sitting
fees.
5.3 Remuneration to other employees
Employees shall be assigned grades according to their qualifications
and work experience, competencies as well as their roles and responsibilities in the
organization. Individual remuneration shall be determined within the appropriate grade and
shall be based on various factors such as job profile, skill sets, seniority, experience
and prevailing remuneration levels for equivalent jobs.
Aimexure z
BRIEF TERMS OF REFERENCE OF THE AUDIT COMMITTEE ARE AS UNDER:
1) oversight of the listed entity's financial reporting process
and the disclosure of its financial information to ensure that the financial statement is
correct, sufficient and credible;
2) recommendation for appointment, remuneration and terms of
appointment of auditors of the listed entity;
3) approval of payment to statutory auditors for any other services
rendered by the statutory auditors
4) reviewing, with the management, the annual financial statements and
auditor's report thereon before submission to the board for approval, with particular
reference to:
a. matters required to be included in the director's
responsibility statement to be included in the board's report in terms of clause (c)
of sub-section (3) of Section 134 of the Companies Act, 2013;
b. Changes, if any, in accounting policies and practices and reasons
for the same
c. Major accounting entries involving estimates based on the exercise
of judgment by Management.
d. Significant adjustments made in the financial statements arising out
of audit findings - compliance with listing and other legal requirements relating to
financial statements
e. compliance with listing and other legal requirements relating to
financial statements;
f. disclosure of any related party transactions;
g. modified opinion(s) in the audit report
5) reviewing, with the management, the quarterly financial statements
before submission to the board for approval
6) reviewing and monitoring the auditor's independence and
performance, and effectiveness of audit process
7) approval or any subsequent modification of transactions of the
listed entity with related parties
8) scrutiny of inter-corporate loans and investments
9) valuation of undertakings or assets of the listed entity, wherever
it is necessary
10) evaluation of internal financial controls and risk management
systems
11) reviewing, with the management, performance of statutory and
internal auditors, adequacy of the internal control systems
12) reviewing the adequacy of internal audit function, if any,
including the structure of the internal audit department, staffing and seniority of the
official heading the department, reporting structure coverage and frequency of internal
audit
13) discussion with internal auditors of any significant findings and
follow up there on
14) reviewing the findings of any internal investigations by the
internal auditors into matters where there is suspected fraud or irregularity or a failure
of internal control systems of a material nature and reporting the matter to the board
15) discussion with statutory auditors before the audit commences,
about the nature and scope of audit as well as post-audit discussion to ascertain any area
of concern.
16) To look into the reasons for substantial defaults in the payment to
the depositors, debenture holders, shareholders (in case of non-payment of declared
dividends) and creditors.
17) to review the functioning of the whistle blower mechanism
18) approval of appointment of chief financial officer after assessing
the qualifications, experience and background, etc. of the candidate
19) Carrying out any other function as is mentioned in the terms of
reference of the audit committee.
20) reviewing the utilization of loans and/ or advances from/investment
by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset
size of the subsidiary, whichever is lower including existing loans / advances /
investments existing as on the date of coming into force of this provision.
21) Carrying out any other functions required to be carried out by the
Nomination and Remuneration Committee as contained in Sec.177 of the Companies Act, 2013
and rules made there under and SEBI Listing Regulations or any other applicable law, as
and when amended from time to time.
BRIEF TERMS OF REFERENCE OF THE NOMINATION AND REMUNERATION COMMITTEE
ARE AS UNDER:
1) Formulation of the criteria for determining qualifications, positive
attributes and independence of a director and recommend to the board of directors of the
Company (the "Board" or "Board of Directors") a policy relating to the
remuneration of the directors, key managerial personnel and other employees
("Remuneration Policy").
For every appointment of an independent director, the Nomination and
Remuneration Committee shall evaluate the balance of skills, knowledge and experience on
the Board and on the basis of such evaluation, prepare a description of the role and
capabilities required of an independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities identified in such
description. For the purpose of identifying suitable candidates, the Committee may:
a) use the services of an external agencies, if required;
b) consider candidates from a wide range of backgrounds, having due
regard to diversity; and
c) consider the time commitments of the candidates.
The Nomination and Remuneration Committee, while formulating the above
policy, should ensure that:
(i) the level and composition of remuneration be reasonable and
sufficient to attract, retain and motivate directors of the quality required to run our
Company successfully;
(ii) relationship of remuneration to performance is clear and meets
appropriate performance benchmarks; and
(iii) remuneration to directors, key managerial personnel and senior
management involves a balance between fixed and incentive pay reflecting short- and
long-term performance objectives appropriate to the working of the Company and its goals.
2) Formulation of criteria for evaluation of the performance of the
independent directors and the Board;
3) devising a policy on diversity of board of directors;
4) Identifying persons who are qualified to become directors and who
may be appointed in senior management in accordance with the criteria laid down, and
recommend to the Board their appointment and removal and shall specify the manner for
effective evaluation of performance of Board, its committees and individual directors to
be carried out either by the Board, by the Nomination and Remuneration Committee or by an
independent external agency and review its implementation and compliance.
5) Determining whether to extend or continue the term of appointment of
the independent director on the basis of the report of performance evaluation of
independent directors;
6) To recommend, implement, design, execute, approve schemes of ESPS,
ESOP, SAR, Sweat Equity and do all other activities;
7) Recommend to the board, all remuneration, in whatever form, payable
to senior management;
8) Carrying out any other functions required to be carried out by the
Nomination and Remuneration Committee as contained in Sec.178 of the Companies Act, 2013
and rules made there under and SEBI Listing Regulations or any other applicable law, as
and when amended from time to time.
BRIEF TERMS OF REFERENCE OF THE STAKEHOLDER'S RELATIONSHIP
COMMITTEE
ARE AS UNDER:
• Resolving the grievances of the security holders of the Company
including complaints related to transfer/ transmission of shares, non-receipt of annual
report, non-receipt of declared dividends, issue of new/ duplicate certificates, general
meetings etc.,
• Review of measures taken for effective exercise of voting rights
by shareholders.
• Review of adherence to the service standards adopted by the
Company in respect of various services being rendered by the Registrar & Share
Transfer Agent.
• Giving effect to all transfer/transmission of shares and
debentures, dematerialisation of shares and rematerialisation of shares, split and issue
of duplicate/consolidated share certificates, compliance with all the requirements related
to shares, debentures and other securities from time to time;
• Investigating complaints relating to allotment of shares,
approval of transfer or transmission of shares, debentures or any other securities.
• Review of the various measures and initiatives taken by the
Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of
dividend warrants/annual reports/statutory notices by the shareholders of the company.
• Carrying out such other functions as may be specified by the
Board from time to time or specified/ provided under the Companies Act or SEBI Listing
Regulations, or by any other regulatory authority.
• To approve, register, refuse to register transfer or
transmission of shares and other securities;
• To sub-divide, consolidate and or replace any share or other
securities certificate(s) of the Company.
• To issue duplicate share or other security(ies) certificate(s)
in lieu of the original share/ security(ies) certificate(s) of the Company.
• To approve the transmission of shares or other securities
arising as a result of death of the sole/ any joint shareholder;
2
CONSERVATION OF ENERGY, REASERCH & DEVELOPMENT, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS/ OUTGO:
The details regarding Energy Conservation, Technology Absorption,
Foreign Exchange Earnings and outgo as required by section 134(3) (m) of the Companies
Act, 2013 read with the Companies (Accounts) Rules, 2014 are given as below.
A. Conservation of Energy:
i. the steps taken or impact on
conservation of energy |
The operations of the Company
are not power intensive. However, the company is very careful in using the power to reduce
the cost of maintenance and conserve the resources. |
ii. the steps taken by the
company for utilizing alternate sources of energy |
As the Company is not a power
intensive Company, there are no requirements for utilizing of alternate sources of energy. |
iii. the capital investment on
energy conservation equipment's |
The Company has not made any
additional investments and has not proposed any amount for reduction of consumption of
energy. |
B. Technology Absorption:
i. the efforts made towards
technology absorption |
None |
ii. the benefits derived like
product improvement, cost reduction, product development or import substitution |
N. A |
iii. in case of imported
technology (imported during the last three years reckoned from the beginning of the
financial year) |
N. A |
a) the details of technology
imported;
b) the year of import;
c) whether the technology been fully absorbed;
d) if not fully absorbed, areas where absorption has not taken place, and
the reasons thereof; and |
N. A |
C. Foreign Exchange
Earnings and Outgo during the year: |
Rs. In Lakhs |
i. Foreign Exchange Earned |
NIL |
ii. Foreign Exchange Outgo |
NIL |
|