Avantel Ltd
Directors Reports
Dear Member(s),
Your Directors have pleasure in presenting the 33 Annual Report and the
Audited Financial Statements (Standalone and
Consolidated) for the Financial Year ended March 31, 2023:
1. Financial Highlights
The Standalone and Consolidated performance for the Financial Year
ended March 31, 2023 is as under:
( In Lakhs)
| Particulars |
Standalone |
Consolidated |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Income from Operations |
15,426.73 |
10,494.37 |
15,445.11 |
10,495.35 |
| Other Income |
47.41 |
136.71 |
47.86 |
137.04 |
| Total Income |
15,474.15 |
10,631.08 |
15,492.97 |
10,632.39 |
| Cost of Materials Consumed |
7,658.31 |
5,068.80 |
7,699.76 |
5,089.42 |
| Change in Inventories |
(1381.74) |
(400.01) |
(1381.74) |
(400.01) |
| Employee bene t expenses |
1,665.45 |
1,310.63 |
1,777.23 |
1,326.67 |
| Finance Cost |
486.08 |
151.12 |
486.29 |
151.30 |
| Depreciation |
515.65 |
397.19 |
576.76 |
402.79 |
| Other expenses |
2,537.43 |
1,739.17 |
2,667.84 |
1,815.38 |
| Total Expenses |
11,481.19 |
8,266.92 |
11,826.14 |
8,385.56 |
| Pro t/(Loss) Before Tax & |
3,992.96 |
2,364.17 |
3,666.83 |
2,246.83 |
| Exceptional Items |
|
|
|
|
| Current Tax |
1,033.80 |
415.45 |
1,033.80 |
415.48 |
| Deferred Tax |
(44.44) |
30.93 |
(50.76) |
33.65 |
| Pro t/(Loss) After Tax |
3,003.59 |
1,917.79 |
2,683.79 |
1,797.70 |
| Other comprehensive Income (Net Tax) |
(25.34) |
(7.62) |
(25.34) |
(7.62) |
| Total Comprehensive Income |
2,978.25 |
1,910.17 |
2,658.45 |
1,790.08 |
2. State of the Company's Affairs
During the nancial year 2022-2023, your Company recorded a turnover of
Rs.15,426.73 Lakhs and earned a net pro t of Rs.2,978.25 Lakhs on a standalone basis and a
turnover of Rs.15,445.11 Lakhs and net pro t was Rs.2,658.45 Lakhs on consolidation basis.
3. Transfer of amount to Reserves
The Board of Directors do not propose to transfer any amount to the
General Reserve for the Financial Year ended March 31,
2023.
4. Dividend
The Board of Directors has recommended a nal dividend of Re.1/- per
equity share of Rs.10/- (Ten rupees) each fully paid-up of
the Company for the nancial year 2022-23. Dividend is subject to
approval of members at the ensuingAnnual General Meeting and shall be subject to deduction
of income tax at source.The Dividend will be paid to members whose names appear in the
register of members as on record date and in respect of shares held in dematerialized
form, it will be paid to the members whose names are furnished by NSDL and CDSL as bene
cial owners as on that date.
5. Listing of Equity Shares
The equity shares of the Company are listed on the trading platform of
BSE Limited, a recognized stock exchange having nationwide
trading terminal.
6. Subsidiary Companies
M/s. Imeds Global Private Limited, a Wholly Owned Subsidiary Company,
continues to contribute to the overall growth in
revenues and performance of the Company.
As per the provisions of Section 129 of the Companies Act, 2013 read
with Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing the salient features of the Financial Statements
of the Subsidiary Company in Form AOC-1 is enclosed as
Annexure - 1.
7. Performance and contribution of each of the Subsidiaries,
Associates and Joint Ventures
As per Rule 8 of the Companies (Accounts) Rules, 2014, a Report on the
nancial performance of Subsidiaries,Associates and Joint Venture Companies along with
their contribution to the overall performance of the Company during the Financial Year
ended March 31, 2023 is annexed to this Board's Report asAnnexure - 1.
8. Consolidated Financial Statements
The Consolidated Financial Statements are prepared in accordance with
Indian Accounting Standards (Ind AS) as per the Companies (Indian Accounting Standards)
Rules, 2015 noti ed under Section 133 of the Companies Act, 2013 and other relevant
provisions of the CompaniesAct, 2013.
The Consolidated Financial Statements for the nancialYear ended March
31, 2023 forms part of theAnnual Report.
As per the provisions of Section 136 of the Companies Act, 2013, the
Company has placed the Audited Financial Statements of its
Subsidiary Company on its website https://www.avantel.in/ and the same
shall be provided to the shareholders upon their request.
9. Bonus Issue
During the Financial Year a Bonus Issue had taken place wherein the
Company had allotted 1,21,63,479 Equity Shares of Rs.10/- each as fully paid-up to the
Members of the Company, whose names appear in the Register of Members as on the Record
date June 20, 2022, in the proportion of 3 (Three) new fully paid-up equity shares of
Rs.10/- each for every 1 (One) existing fully paid-up equity share of Rs.10/- each held by
them (i.e., in the ratio of 3:1).
10. Share Capital
The Paid-up Share Capital of the Company as on March 31, 2023 is
Rs.16,21,79,720 divided into 1,62,17,972 Equity Shares of Rs.10
each fully paid up.
11. Variations in Net worth
The Standalone Net worth of the Company for the Financial Year ended
March 31, 2023 is Rs.11,188.03 Lakhs as compared to Rs.8,262.13 Lakhs for the previous
Financial year ended March 31, 2022 and the Consolidated Net worth of the Company for the
FinancialYear ended March 31, 2023 is Rs.10,748.17 Lakhs as compared to Rs.8,142.08 Lakhs
for the previous Financial year ended March 31, 2022.
12. Directors
The Board of Directors of the Company at their meeting held on May 6,
2022, based on the recommendation of the Nomination &
Remuneration Committee, had appointed Mr. V. Ramchander (DIN: 03400005)
as a Independent Director of the Company with
nd
effect from May 6, 2022. Further, the Shareholders of the Company had
considered and approved his appointment at the 32 AGM
held on May 30, 2022, for a period of 5 years.
Except the above, there has been no change in the Board of Directors
during the FinancialYear ended March 31, 2023.
13. Appointment/Re-appointment
Mrs. Abburi Sarada (DIN: 00026543), Director of the Company who retires
by rotation and being eligible offers herself for re-
appointment.
14. Key Managerial Personnel
The following have been designated as the Key Managerial Personnel of
the Company pursuant to Sections 2(51) and 203 of the
Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:
| Dr. Abburi Vidyasagar |
- Managing Director |
| Mrs. Abburi Sarada |
- Chief Financial Of cer |
| Mr. D. Rajasekhara Reddy |
- Company Secretary |
During theYear, Mr. TekuriVenkatesh, Company Secretary of the Company
has resigned from the of ce with effect from October 21, 2022 and Mr. D. Rajasekhara Reddy
has been appointed as the Company Secretary of the Company with effect from October 21,
2022.
15. Number of Meetings of the Board of Directors
During the nancial year ended March 31, 2023, four Board meetings were
held on the following dates: May 6, 2022, July 29, 2022,
October 21, 2022 and January 23, 2023.
The gap between two Meetings did not exceed 120 days and the Meetings
were conducted in compliance with all applicable laws.
The necessary quorum was present for all the Board Meetings.
The attendance of the Directors at the Board meetings held during
theYear were as follows:
|
Name of the Director |
Number of Board Meetings Held |
Attended |
| Dr. Abburi Vidyasagar |
4 |
4 |
|
| Mrs. Abburi Sarada |
4 |
4 |
|
| Mr. Abburi Siddhartha Sagar |
4 |
4 |
|
| Mr. Naveen Nandigam |
4 |
4 |
|
| Mr. Elluru Bala Venkata Ramana Gupta |
4 |
4 |
|
| Mr. Yalamanchili Kishore |
4 |
3 |
|
| Mr. Myneni Narayana Rao |
4 |
4 |
|
| Mr. Ramchander Vyasabhattu |
3 |
3 |
|
16. Particulars of Loans, Guarantees, Securities or Investments under
Section 186
The details of Loans, Guarantees, Investments and Security made during
the Financial Year ended March 31, 2023 is given in compliance with the provisions of
Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its
Powers) Rules, 2014 and the same is annexed to the Board's Report as Annexure 2.
17. Particulars of Contracts or Arrangements with Related Parties
All related party transactions that were entered into during the
nancial year were on an arm's length basis and were in the ordinary course of business.
There are no materially signi cant related party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or other designated persons which may have
a potential con ict with the interest of the Company at large.All the related party
transactions are approved by theAudit Committee and Board of Directors.
The Company has developed a Policy on Related Party Transactions for
the purpose of identi cation and monitoring of such
transactions.
The particulars of contracts or arrangements with related parties
referred to in sub section (1) of Section 188 entered by the
Company during the Financial Year ended March 31, 2023 in prescribed
Form AOC-2 is annexed to this Board's Report as
Annexure 3.
The policy on Related PartyTransactions as approved by the Board is
uploaded on the website of the Company and the web link is
https://www.avantel.in/investors
18. Annual Return
Annual Return in Form MGT-7 is available on the Company's website, the
web link for the same is https://www.avantel.in/investors.
19. The conservation of energy, technology absorption, foreign exchange
earnings and outgo pursuant to the provisions of Section 134(3)(m) of the Companies Act,
2013 (Act) read with the Companies (Accounts) Rules, 2014
Information with respect to conservation of energy, technology
absorption, foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act
read with the Companies (Accounts) Rules, 2014 is annexed to this Board's Report as
Annexure - 4.
20. Audit Committee
During the nancial year ended March 31, 2023, ve Audit Committee
meetings were held on the following dates: May 6, 2022, July 29, 2022, October 21, 2022,
December 22, 2022 and January 23, 2023.
The maximum time gap between any two meetings was not more than one
hundred and twenty days.
During the year, there has been no such incident where the Board has
not accepted the recommendation of the Audit Committee during the year.
Composition, Name's of members & Chairperson and Attendance at
Meetings
| Name of the Director |
Designation |
Number Meetings Held |
Attended |
| Mr. Naveen Nandigam |
Chairman |
5 |
5 |
| Mr. E B V Ramana Gupta |
Member |
5 |
5 |
| Mr. Myneni Narayana Rao |
Member |
5 |
5 |
| Mr. Yalamanchili Kishore |
Member |
5 |
3 |
| Mr. Vyasabhattu Ramchander* |
Member |
NA |
NA |
* Mr. Vyasabhattu Ramchander was appointed as a member of Audit
Committee with effect from January 23, 2023.
21. Nomination and Remuneration Committee
Brief description of the terms of reference:
formulation of the criteria for determining quali cations, positive
attributes and independence of a director and recommend to the board of directors a policy
relating to, the remuneration of the directors, key managerial personnel and other
employees;
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 identi ed 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.
formulation of criteria for evaluation of performance of Independent
Directors and the board of directors;
devising a policy on diversity of board of directors;
identifying persons who are quali ed to become directors and who may be
appointed in senior management in
accordance with the criteria laid down and recommend to the board of
directors their appointment and removal.
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.
recommend to the board, all remuneration, in whatever form, payable to
senior management.
Composition, name of members & Chairperson, meetings held during
the year and attendance at meetings.
During the nancial year ended March 31, 2023, three Nomination and
Remuneration Committee meetings were held on the
following dates: May 6, 2022, October 21, 2022 and January 23, 2023.
Composition, Name's of members & Chairperson and Attendance at
Meetings
|
Name of the Director |
Designation |
Number Meetings Held |
Attended |
| Mr. Myneni Narayana Rao |
Chairman |
3 |
3 |
|
| Mr. Naveen Nandigam |
Member |
3 |
3 |
|
| Mr. E B V Ramana Gupta |
Member |
3 |
3 |
|
| Mr. Yalamanchili Kishore |
Member |
3 |
2 |
|
| Mr. Vyasabhattu Ramchander* |
Member |
NA |
NA |
|
* Mr. Vyasabhattu Ramchander was appointed as a member of Nomination
and Remuneration Committee with effect from January 23, 2023.
22. Corporate Social Responsibility (CSR)
Avantel is committed to improve the lives of the society in which it
operates.The Company believes in “looking beyond business” and strives to create
a positive impact on the communities it serves and on the environment. The Company is
committed not just to pro ts, but also towards leaving a deeper imprint on the society as
a whole. We understand that there is a need to strike a balance between the overall
objectives of achieving corporate excellence vis-a-vis the company's responsibilities
towards the community.
Pursuant to the provisions of Section 135 and Schedule VII of the
Companies Act, 2013, CSR Committee of the Board of Directors had framed the policy on
Corporate Social Responsibility and the Projects and Programmes undertaken by the Company
during the year have been provided in Annexure-5 and forms part of this Report.
During the F.Y. 2022-23 the Company was required to spend an amount of
Rs.36,46,786/- for implementation of various CSR activities in terms of Section 135 of the
Companies Act, 2013. In this regard the Company has spent an amount of Rs.48,38,255/- on
CSR activities which is in excess of the minimum amount required to be spent by the
Company.
During the nancial year ended March 31, 2023, three Corporate Social
Responsibility Committee meetings were held on the
following dates: May 6, 2022, October 21, 2022 and December 22, 2022.
Composition, Name's of members & Chairperson and Attendance at
Meetings
| Name of the Director |
Designation |
Number Meetings Held |
Attended |
| Mrs. Abburi Sarada |
Chairperson |
3 |
3 |
| Mr. Naveen Nandigam |
Member |
3 |
3 |
| Mr. Yalamanchili Kishore |
Member |
3 |
2 |
23. Stakeholders Relationship Committee
During the year, one Meeting of the Stakeholders Relationship Committee
was held on January 23, 2023.
Composition, Name's of members & Chairperson and Attendance at
Meetings
|
Name of the Director |
Designation |
Number Meetings Held |
Attended |
| Mr. Myneni Narayana Rao |
Chairman |
1 |
1 |
|
| Dr. Abburi Vidyasagar |
Member |
1 |
1 |
|
| Mr. E B V Ramana Gupta |
Member |
1 |
1 |
|
| Mr. Yalamanchili Kishore |
Member |
1 |
1 |
|
Terms of Reference
(i) Resolving the grievances of the security holders including
complaints related to transfer/transmission of shares, non-
receipt of annual report, non-receipt of declared dividends,
non-receipt of new/duplicate certi cates, etc.
(ii) Review of measures taken for effective exercise of voting rights
by shareholders.
(iii) Review of adherence to the service standards adopted by the
Company in respect of various services being rendered by the
Registrar & ShareTransferAgent.
(iv) Review of the various measures and initiatives taken by the
Company for reducing the quantum of unclaimed dividends and
ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the Company.
24. Share Allotment Committee
During the year, one Meeting of the Share Allotment Committee was held
on June 21, 2022.
Composition, Name's of members & Chairperson and Attendance at
Meeting
|
Name of the Director |
Designation |
Number Meetings Held |
Attended |
| Dr. Abburi Vidyasagar |
Chairman |
1 |
1 |
|
| Mrs. Abburi Sarada |
Member |
1 |
1 |
|
| Mr. Naveen Nandigam |
Member |
1 |
1 |
|
The Share Allotment Committee ('SAC') of the Company have allotted
1,21,63,479 equity shares of Rs.10 each, by way of Bonus Issue, to such members whose
names appeared in the Register of Members as on June 20, 2022, being the Record Date xed
for the said purpose, in the proportion of 3 (Three) new fully paid-up equity share of
Rs.10/- each for every 1 (One) existing fully paid-up equity share of Rs.10/- each held by
them (i.e., in the ratio of 3:1).
25. Mechanism for Evaluation of the Board
Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried
out an annual evaluation of its own performance and that of its committees as well as
performance of the Directors individually. Feedback was sought by way of a structured
questionnaire 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
speci c duties, obligations and governance and the evaluation was carried out based on
responses received from the Directors.
The evaluation is performed by the Board, Nomination and Remuneration
Committee and Independent Directors with speci c
focus on the performance and effective functioning of the Board and
Individual Directors.
In line with SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004, dated
January 5, 2017, the Company has adopted the criteria
recommended by the SEBI.
The Directors were given Five Forms for evaluation of the following:
(i) Evaluation of Board;
(ii) Evaluation of Committees of the Board;
(iii) Evaluation of Independent Directors;
(iv) Evaluation of Managing Director and Executive Directors; and
(v) Evaluation of Chairman.
The Directors were requested to give following ratings for each
criteria:
1. Could do more to meet expectations;
2. Meets expectations; and
3. Exceeds expectations.
The Chairperson, based on the Evaluation done by the Directors,
informed that the performance of Directors is satisfactory and
they are recommended for continuation as Directors of the Company.
26. Management Discussion and Analysis
The Management Discussion andAnalysis as required under the Listing
Regulations forms an integral part of this Report.
27. Directors' Responsibility Statement as required under Section 134
of the Companies Act, 2013
Pursuant to the requirement under Section 134 of the Companies Act,
2013, with respect to the Directors' Responsibility
Statement, the Board of Directors of the Company hereby con rms:
i) that in the preparation of theAnnualAccounts, the applicable
accounting standards have been followed; ii) that the Directors have 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 on March 31, 2023 and of Pro t and LossAccount of the Company for that
period; iii) that the Directors have taken proper and suf cient care for the maintenance
of adequate accounting records in accordance with the provisions of this Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities; iv) that the Directors have prepared the Annual Accounts for the
FinancialYear ended March 31, 2023 on a going concern basis; v) that the Directors have
laid down internal nancial controls to be followed by the Company and that such internal
nancial controls are adequate and were operating effectively; and vi) that the Directors
have devised proper systems to ensure compliance with the provisions of all applicable
laws and that such systems were adequate and operating effectively.
28. Statement on Declaration given by Independent Directors under
Section 149
The Independent Directors have submitted declaration of independence,
as required pursuant to sub-section (7) of Section 149 of
the CompaniesAct, 2013 stating that they meet the criteria of
independence as provided in sub-section (6) of Section 149.
29. Familiarization programmes imparted to Independent Directors
The Members of the Board of the Company have been provided
opportunities to familiarize themselves with the Company, its Management and its
operations.The Directors are provided with all the documents to enable them to have a
better understanding of the Company, its various operations and the industry in which it
operates.
All the Independent Directors of the Company are made aware of their
roles and responsibilities at the time of their appointment
through a formal letter of appointment, which also stipulates various
terms and conditions of their engagement.
Executive Directors and Senior Management provide an overview of the
operations and familiarize the new Non-Executive Directors with matters related to the
Company's values and commitments.They are also introduced to the organization structure,
constitution of various committees, board procedures, risk management strategies, etc.
Strategic presentations are made to the Board where Directors get an
opportunity to interact with Senior Management. Directors
are also informed of the various developments in the Company through
Press Releases, emails, etc.
Senior management personnel of the Company make presentations to the
Board Members on a periodical basis, brie ng them on the operations of the Company, plans,
strategy, risks involved, new initiatives, etc., and seek their opinions and suggestions
on the same. In addition, the Directors are briefed on their speci c responsibilities and
duties that may arise from time to time.
The Statutory Auditors and Internal Auditors of the Company make
presentations to the Board of Directors on Financial
Statements and Internal Controls.They will also make presentation on
regulatory changes from time to time.
The details of the familiarisation programme are available on the
website: https://www.avantel.in/investors
30. Meeting of Independent Directors
A separate meeting of the Independent Directors was held under the
Chairmanship of Mr. Yalamanchili Kishore, Independent Director on January 23, 2023,
inter-alia, to discuss evaluation of the performance of the Board as a whole, evaluation
of the performance of the Chairman, taking into account the views of the Executive and the
evaluation of the quality, content and timeliness of ow of information between the
management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
The Independent Directors expressed satisfaction with the overall
performance of the Directors and the Board as a whole.
31. Registration of Independent Directors in Independent Directors
Databank
All the Independent Directors of your Company have been registered and
are members of Independent Directors Databank
maintained by the Indian Institute of CorporateAffairs (IICA).
32. Online Pro ciency Self-AssessmentTest
All Independent Directors of the Company have passed the Online Pro
ciency Self-Assessment Test conducted by Indian Institute
of Corporate Affair (IICA).
33. Con rmation and Opinion of the Board on Independent Directors
All the Independent Directors of the Company have given their
respective declaration/ disclosures under Section 149(7) of theAct and Regulation 25(8) of
the Listing Regulations and have con rmed that they ful ll the independence criteria as
speci ed under section 149(6) of the Act and Regulation 16 of the Listing Regulations and
have also con rmed that they are not aware of any circumstance or situation, which exist
or may be reasonably anticipated, that could impair or impact their ability to discharge
their duties with an objective independent judgment and without any external in uence.
Further, the Board after taking these declarations/disclosures on record and acknowledging
the veracity of the same, concluded that the Independent Directors are persons of
integrity and possess the relevant expertise and experience to qualify as Independent
Directors of the Company and are Independent of the Management.
The Board opines that all the Independent Directors of the Company
strictly adhere to corporate integrity, possesses requisite expertise, experience and
quali cations to discharge the assigned duties and responsibilities as mandated by the
Companies Act, 2013 and Listing Regulations diligently.
34. Board Diversity
The Company has over the years been fortunate to have eminent persons
from diverse elds to serve as Directors on its Board. Pursuant to the SEBI Listing
Regulations, the Nomination & Remuneration Committee of the Board ensured diversity of
the Board in terms of experience, knowledge, perspective, background, gender, age and
culture.
35. Statement of particulars of appointment and remuneration of
managerial personnel
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 are annexed to this Board's Report as
Annexure 6.
36. Directors and Of cers Insurance ('D&O')
As per the requirements of Regulation 25(10) of the SEBI Listing
Regulations, the Company has taken Directors and Of cers
Insurance ('D&O') for all its Directors and members of the Senior
Management.
37. Code of Conduct
Board of Directors have adopted and oversee the administration of the
Avantel Limited Code of Business Conduct and Ethics (the 'Code of Conduct'), which applies
to all Directors, Of cers and Employees of Avantel Limited and its subsidiaries. The Code
of Conduct re ects the Company's commitment to doing business with integrity and in full
compliance with the law and provides a general roadmap for all the Directors, Of cers and
Employees to follow as they perform their day-to-day responsibilities with the highest
ethical standards.The Code of Conduct also ensures that all members of Avantel Limited and
its subsidiaries perform their duties in compliance with applicable laws and in a manner
that is respectful of each other and the Company's relationships with its customers,
suppliers and shareholders, as well as the communities and regulatory bodies where the
Company does business.
38. Deposits
The Company has not accepted any deposits from the public in terms of
ChapterV of the Companies Act, 2013. Hence, no amount
on account of principal or interest on public deposits was outstanding
as on the date of the balance sheet.
39. Statutory Auditors
The Company's Statutory Auditors, M/s. Grandhy & Co., Chartered
Accountants, (ICAI Firm Registration No. 001007S), were
st
appointed as the StatutoryAuditors of the Company for a period of 5
years at the 31 Annual General Meeting of the Company held
th
on June 5, 2021, to hold of ce till the conclusion of the 36 Annual
General Meeting of the Company to be held in the year 2026.
Accordingly, M/s. Grandhy & Co., Chartered Accountants, Statutory
Auditors of the Company will continue till the conclusion of Annual General Meeting to be
held in 2026. In this regard, the Company has received a Certi cate from the Auditors to
the effect that their continuation as Statutory Auditors, would be in accordance with the
provisions of Section 141 of the Companies Act, 2013.
40. Auditors Report
There are no quali cations, reservations or adverse remarks or
disclaimers made by M/s. Grandhy & Co., Chartered Accountants
(ICAI Firm Registration No. 001007S), Statutory Auditors in their
report for the FinancialYear ended March 31, 2023.
41. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors have appointed M/s. P. S. Rao & Associates, Practicing Company
Secretaries as Secretarial Auditors to conduct Secretarial Audit of the Company for the
Financial Year ended March 31, 2023.
The Secretarial Audit Report issued by M/s. P. S. Rao &Associates,
Practicing Company Secretaries in Form MR-3 is annexed to this
Board's Report as Annexure - 7.
42. Internal Auditors
The Board of Directors of the Company has appointed M/s. Ramesh &
Co., CharteredAccountants (Firm Registration No. 002979S)
as InternalAuditors to conduct InternalAudit of the Company for the
FinancialYear ended March 31, 2023.
43. Cost Audit and Maintenance of Cost Records speci ed by the Central
Government under Section 148 of the
Companies Act, 2013
In accordance with Section 148(3) and other applicable provisions, if
any, of the CompaniesAct, 2013 and the Companies (Audit and Auditors) Rules, 2014, the
Board of Directors pursuant to the recommendation of the Audit Committee, had appointed
M/s. MPR & Associates, Cost Accountants (Firm Registration No.000413), Hyderabad, as
Cost Auditors of the Company, to carry out the audit of the cost records of the products
manufactured by the Company during the nancial year ending March 31, 2024 at a
remuneration of Rs.1,00,000/-.
The remuneration payable to the cost auditor is required to be placed
before the Members in the general meeting for their
rati cation. Accordingly, a resolution seeking Members rati cation for
the remuneration payable to M/s. MPR & Associates, Cost
Accountants, is included in the Notice convening the Annual General
Meeting. The Company is maintaining cost records as
speci ed by the Central Government under Section 148(1) of the
Companies Act, 2013.
A Certi cate from M/s. MPR & Associates, Cost Accountants, has been
received to the effect that their appointment as Cost Auditor of the Company, if made,
would be in accordance with the limits speci ed under Section 141 of the Companies Act,
2013 and the Rules framed thereunder.
The Company will le the cost audit report for the Financial Year ended
March 31, 2023, with the Central Government before the
due date.
44. Board's response on Auditor's quali cation, Reservation or adverse
Remark or disclaimer made
There are no quali cations, reservations or adverse remarks or
disclaimers made by the Statutory Auditors in their report or by
the Cost Auditors in the Cost Audit Report.
Further, the Secretarial Auditors Report contains the following
observations:
st
1) There was a delay in submission of the disclosure of Related
PartyTransactions for the half year ended on 31 March, 2022 in terms of Regulation 23(9)
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
2) There was a delay in the closure of Trading Window in terms of the
Code of Conduct of the company read with the SEBI
st th
(Prohibition of InsiderTrading) Regulations, 2015, for the Quarter
ended on 31 March, 2022 and 30 June, 2022.
st
3) There was a delay in submission of the Financial Statements in XBRL
format for the Quarter ended 31 March, 2022 in terms of BSE Circular No.
DCS/COMP/28/2016-17 dated March 30, 2017.
Boards’ response on observations of Secretarial Audit Report are
as follows:
The delay was completely inadvertent in nature due to various
administrative reasons. Further, the Company had implemented
various systems and procedures to ensure that no such delay
submission(s)/ non-compliances be taken place further.
45. Reporting of Frauds by Auditors
During the year under review, the Statutory Auditors, Internal Auditors
and Secretarial Auditor have not reported any instances of frauds committed in the Company
by its Directors or of cers or Employees to the Audit Committee under Section 143(12) of
the CompaniesAct, 2013, details of which needs to be mentioned in this Report.
46. Corporate Governance
The Company has a rich legacy of ethical governance practices and
committed to implement sound corporate governance
practices with a view to bring about transparency in its operations and
maximize shareholder value.
A Report on Corporate Governance along with a certi cate from the
Independent Auditors of the Company regarding compliance with the conditions of Corporate
Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of theAnnual Report.
47. 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
the Company'sWhistle Blower Policy.
The Company has adopted a Whistle Blower Policy establishing a formal
vigil mechanism for the Directors and employees to report concerns about unethical
behavior, actual or suspected fraud or violation of the Code of Conduct and Ethics. It
also provides adequate safeguards against the victimization of employees who avail of the
mechanism and provides direct access to the Chairperson of theAudit Committee in
exceptional cases. It is af rmed that no personnel of the Company have been denied access
to theAudit Committee.The policy of vigil mechanism is available on the Company's website
i.e., https://www.avantel.in/investors The Whistle Blower Policy aims to conduct
the affairs in a fair and transparent manner by adopting highest standards of
professionalism, honesty, integrity and ethical behavior.All employees of the Company are
covered under theWhistle Blower Policy.
48. Insurance
All properties and insurable interests of the Company have been fully
insured.
49. Adequacy of Internal Financial Controls with reference to the
Financial Statements
The Corporate Governance Policies guide the conduct of affairs of the
Company and clearly delineate the roles, responsibilities and authorities at each level of
its governance structure and key functionaries involved in governance. The Code of Conduct
for Senior Management and Employees of the Company (the Code of Conduct) commits
Management to nancial and accounting policies, systems and processes. The Corporate
Governance Policies and the Code of Conduct are widely communicated across the Company at
all times.
The nancial statements of the Company have been prepared in accordance
with Indian Accounting Standards (IND AS) as per the Companies (IndianAccounting
Standards) Rules, 2015 as amended from time to time noti ed under Section 133 of the
Companies Act, 2013, (the 'Act') and other relevant provisions of theAct.
The Company maintains all its records in ERP (SAP) System and the work
ow and approvals are routed through ERP (SAP).
The Board of Directors of the Company have adopted various policies
such as Related Party Transactions Policy, Whistle Blower Policy, Corporate Social
Responsibility Policy, Dissemination of material events Policy, Documents preservation
policy, Monitoring and Reporting ofTrading by Insiders, Code of Internal Procedures and
conduct for Regulating, monitoring and reporting of trading by Insiders, Code of Practices
and Procedures for Fair Disclosures and such other procedures for ensuring the orderly and
ef cient conduct of its business for safeguarding of its assets, the accuracy and
completeness of the accounting records and the timely preparation of reliable nancial
information.
The Company recognizes Internal Financial Controls cannot provide
absolute assurance of achieving nancial, operational and compliance reporting objectives
because of its inherent limitations. Also, projections of any evaluation of the Internal
Financial Controls to future periods are subject to the risk that the Internal Financial
Control may become inadequate because of changes in conditions or that the degree of
compliance with the policies or procedures may deteriorate. Accordingly, regular audits
and review processes ensure that such systems are reinforced on an ongoing basis.
50. Names of Companies, which have become or ceased to be Company's
Subsidiaries, Joint Ventures or
Associate Companies during the year
During the Financial Year, no Company has become or ceased to be
Company's Subsidiary, JointVenture orAssociate Company.
51. Change in the nature of business
There has been no change in the nature of business of the Company.
52. The details of signi cant and material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status and Company's
operations in future
The BSE Limited levied a ne of Rs.41,300/- due to delay (5 days) in
submission of the disclosure of Related Party Transactions for the half year ended on
March 31, 2022, in terms of Regulation 23(9) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
There has been no signi cant material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status of the Company and its
future operations.
53. Proceedings under the Insolvency and Bankruptcy Code, 2016 (31 of
2016)
During the Financial year, no application was made or any proceedings
pending against the Company under the Insolvency and Bankruptcy Code, 2016.
54. Material changes and commitments
There are no material changes and commitments affecting the nancial
position of the Company which occurred between the Financial Year ended March 31, 2023 to
which the Financial Statements relates and the date of signing of this report.
55. Business Responsibility and Sustainability Report
As per Regulation 34(2)(f) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the 'Business Responsibility and Sustainability
Report' (BRSR) is not applicable to your Company for the year ended March 31, 2023.
56. Environment, Health and Safety
The Company has certi ed with the following Environmental Management
Systems (EMS) & Occupational Health and Safety (OH&S) Management System :
ISO 14001:2015 speci es the requirements for an environmental
management system that an organization can use to enhance its environmental performance.
ISO 14001:2015 is intended for use by an organization seeking to manage its environmental
responsibilities in a systematic manner that contributes to the environmental pillar of
sustainability.
ISO 45001:2018 speci es requirements for an occupational health and
safety (OH&S) management system, and gives guidance for its use, to enable
organizations to provide safe and healthy workplaces by preventing work-related injury and
ill health, as well as by proactively improving its OH&S performance.
57. Credit Rating
Acuite Ratings & Research Limited (“Acuite”)
("Credit Rating Agency") has assigned long-term rating of 'ACUITE BBB+' (read as
ACUITE triple B plus) and short-term rating of 'ACUITE A2' (read as ACUITE A two). The
Outlook is 'Stable'.
Brickwork Ratings India Limited (“Brickwork”) ("Credit
Rating Agency") has af rmed long-term rating for Fund based is 'BWR BBB+ /Stable' and
short-term rating of Non-Fund based is“BWR A2”. Short-term rating of Non-Fund
based is“BWR A2”.
The details of the Credit Ratings are available on the website of the
Company at https://www.avantel.in/investors.
58. Nomination and Remuneration Policy
In pursuance of the Company's policy to consider human resources as its
invaluable assets, to pay equitable remuneration to all Directors, Key Managerial
Personnel (KMP) and Employees of the Company, to harmonize the aspirations of human
resources consistent with the goals of the Company and in terms of the provisions of the
Companies Act, 2013 and the SEBI (LODR) Regulations, 2015 as amended from time to time,
the policy on nomination and remuneration of Directors, Key Managerial Personnel and
Senior Management has been formulated.
Nomination and Remuneration policy of the Company forms part of this
Annual Report as Annexure 8 and the policy is also available on the
Company's website https://www.avantel.in/.
59. Risk Management Policy
The Company has developed and implementing a risk management policy
which includes the identi cation therein of elements of risk, which in the opinion of the
board may threaten the existence of the Company.
60. Human Resources
The Company believes that the quality of its employees is the key to
its success and is committed to providing necessary human resource development and
training opportunities to equip employees with additional skills to enable them to adapt
to contemporary technological advancements.
Industrial relations during the year continued to be cordial and the
Company is committed to maintain good industrial relations through effective
communication, meetings and negotiation.
61. Prevention of Sexual Harassment
The Company has adopted policy on Prevention of Sexual Harassment of
Women at Workplace in accordance with the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal)Act, 2013.
The Company has not received any complaints during the year.
The Company regularly conducts awareness programs for its employees.
The following is a summary of sexual harassment complaints received and
disposed off during the year:
| S.No. |
Particulars |
Status of the No. of complaints received
and disposed off |
| 1. |
Number of complaints on Sexual harassment
received |
Nil |
| 2. |
Number of Complaints disposed off during the
year |
Not Applicable |
| 3. |
Number of cases pending for more than ninety
days |
Not Applicable |
| 4. |
Number of workshops or awareness programme
against |
The Company regularly conducts necessary |
|
sexual harassment carried out |
awareness programmes for its employees |
| 5. |
Nature of action taken by the employer or
district of cer |
Not Applicable |
62. Investor Education and Protection Fund (IEPF)
Pursuant to Section 124 and 125 of the Companies Act, 2013 read with
the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (“IEPF Rules”), dividend, if not claimed for a period of
seven years from the date of transfer to Unpaid DividendAccount of the Company, are liable
to be transferred to IEPF. Members who have not encashed the dividend warrants / demand
drafts so far in respect of the unclaimed and unpaid dividends declared by the Company for
the Financial Year 2015-16 and thereafter, are requested to make their claim to M/s. KFIN
Technologies Limited (Registrars & Share TransferAgents) well in advance of the last
dates for claiming such unclaimed and unpaid dividends as speci ed hereunder:
| Sl. No. |
For the Financial year ended |
Dividend in Rs. |
Percentage of Dividend |
Date of Declaration |
Last date for claiming unpaid Dividend |
| 1 |
2015-16 (Final Dividend) |
Rs.1/- |
10% |
25-06-2016 |
25-07-2023 |
| 2 |
2016-17 (Final Dividend) |
Rs.2/- |
20% |
15-09-2017 |
14-10-2024 |
| 3 |
2017-18 (Final Dividend) |
Rs.4/- |
40% |
27-07-2018 |
25-08-2025 |
| 4 |
2018-19 (Interim Dividend) |
Rs.3/- |
30% |
28-01-2019 |
26-02-2026 |
| 5 |
2018-19 (Final Dividend) |
Rs.2/- |
20% |
12-07-2019 |
10-08-2026 |
| 6 |
2019-20 (Interim Dividend) |
Rs.2/- |
20% |
10-10-2019 |
08-11-2026 |
| 7 |
2019-20 (Final Dividend) |
Rs.2/- |
20% |
25-06-2020 |
25-07-2027 |
| 8 |
2020-21 (Final Dividend) |
Rs.4/- |
40% |
05-06-2021 |
04-07-2028 |
| 9 |
2021-22 (Final Dividend) |
Rs.4/- |
40% |
30-05-2022 |
28-06-2029 |
63. Constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act, 2013
The Company has constituted an Internal Complaints Committee under the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)Act,
2013.The Company has not received any complaints during the year.
64. Compliance with Secretarial Standards
The Company has complied with Secretarial Standards issued by the
Institute of Company Secretaries of India.
65. Prevention of InsiderTrading Code
As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the
Company has adopted a Code of Conduct for Prevention of Insider Trading. During the year,
there has been no due compliance with the said code.
66. Acknowledgements
We express our sincere appreciation and thank our valued Shareholders,
Customers, Bankers, Business Partners/Associates, Financial Institutions, Insurance
Companies, Central and State Government Departments for their continued support and
encouragement to the Company. We are pleased to record our appreciation of the sincere and
dedicated services of the employees and workmen at all levels.
By order of the Board of Directors
For Avantel Limited
|
Sd/- |
|
Abburi Vidyasagar |
|
Chairman & Managing Director |
| Place: Hyderabad |
|
|
DIN: 00026524 |
| Date: May, 17 2023 |
|