Advait Infratech Ltd
Directors Reports
#DRStart#
<dhhead>DIRECTORS REPORT </dhhead>
To,
The Shareholders, Advait Infratech Limited Ahmedabad
Your Directors are pleased to present the 13th Annual Report
on the business performance and operations of your company together with the Audited
Financial Statements and the
Auditors Report for the financial year ended 31st
March, 2023. The consolidated performance of the company and its associates has been
referred to whenever required
1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:
The summarized financial results of the company for the period ended 31st
March, 2023 are as follows: (Rs. In Lakh)
|
Standalone |
Consolidated |
Particulars |
|
|
|
|
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
Revenue from Operation |
10,151.47 |
7,200.18 |
10,265.33 |
7,865.82 |
Other Income |
153.73 |
104.69 |
176.44 |
128.73 |
Total Income |
10,305.21 |
7,304.87 |
10,441.77 |
7,994.55 |
Less- Exp. for Cost of Material, Purchase of
Stock In |
|
|
|
|
Trade, Change in Inventories,
Employee benefit, and other expenses |
8,409.28 |
6,234.92 |
8,605.29 |
6,818.66 |
Profit /(Loss) before Interest, Depreciation
& |
1,895.93 |
1,069.95 |
1,836.48 |
1,175.89 |
Taxation (EBDITA) |
|
|
|
|
Less: Finance Cost |
248.80 |
82.30 |
264.17 |
115.23 |
Less: Depreciation |
286.77 |
28.16 |
414.09 |
179.90 |
Add: Extraordinary items |
6.95 |
- |
6.95 |
-0.99 |
Profit /(Loss) Before Prior Period and Tax
(PBT) |
1,353.41 |
959.49 |
1,151.27 |
879.78 |
Less Prior Period Item |
- |
- |
- |
- |
Less: Provision for Taxation |
- |
- |
- |
- |
Current Tax |
358.40 |
258.60 |
358.40 |
258.60 |
Deferred Tax |
-5.08 |
-12.34 |
-19.42 |
89.26 |
Profit (Loss) after Tax (PAT) |
1,000.09 |
713.23 |
812.29 |
531.92 |
Profit carried to Balance Sheet |
1,000.09 |
713.23 |
812.29 |
531.92 |
NATURE OF BUSINESS
The company is engaged in the business of providing products and
solutions for power transmission, power substation, and telecommunication infrastructure
and there was no change in the business of the company during the year under review.
STATE OF COMPANIES AFFAIRS
STANDALONE:
During the current period, your company has shown an increase in total
revenue of Rs. 10305.21 Lakhs as against Rs. 7304.87 Lakhs in the previous year. The
Company has earned a net profit of Rs. 1000.09 Lakhs as compared to a profit of Rs. 71.23
Lakh in the previous year. The company will continue to pursue expansion in the domestic
market, to achieve sustained and profitable growth.
CONSOLIDATED:
During the current period, your company has shown increase in total
revenue of Rs. 10441.77 Lakhs as against Rs. 7994.55 Lakhs in the previous year. The
company has earned a net profit of Rs. 812.29 Lakhs as compared to profit of Rs. 531.92
Lakh in the previous year.
BUSINESS OUTLOOK
During the year under review, the company has commenced production of
the factory to manufacture ACS wire, Stringing Tools, Joint Box, ERS and Assembly Utility,
and also manufacturing Tools, Joint Boxes locally to serve the domestic market. The
Company has also pioneered into the field of designing of Emergency Restoration System of
Power for any transmission utility, restoring power in case of transmission line failure.
Also, our company has ventured into Green Hydrogen production technologies and end to end
services, positioning itself as a comprehensive solution provider through incorporating an
wholly owned subsidiary "Advait GreEnergy Private Limited". The Company is also
planning to set forward into Carbon Credit Market which will add value to the company by
giving it access to new markets and a competitive advantage and build reputation as
environmentally responsible organization. We also plan to develop cleantech tools.
Generally, the Board is fairly enthusiastic about the future and working on targets for
upcoming years. Your Directors are making all good efforts to achieve the better results
in years to come.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY
The company during the period under the review has been listed on the
SME BSE Platform of the BSE Limited. Major Material change that has been occurred took
place affecting the financial position of the Company is the Migration of the
Companys Share from the SME BSE platform to Main Board BSE Platform of BSE Limited
between the end of the financial year of the Company to which the financial statement
relates and up to the date of this report. Further, the Company has incorporated a wholly
owned subsidiary Advait Infratech Limited on 4th July, 2023. Through this
subsidiary, the company look forward to establish, manufacture, construct, buy, sell,
lease, provide consultancy, operate & maintain
- Manufacturing, generating facilities, machinery, equipment, spares,
tools, accessories etc. for renewable energy such as Solar, Wind, Hydro, Hydrogen etc and
its byproducts such as Carbon credits and - to do all other activities related to storage,
transportation, transmission of such energy, generators and fuels."
Apart from this, there have been no material changes and commitments
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
this Report.
DIVIDEND
The Company with view of reinvesting the profits into the growth and
development of our core operations, we aim to enhance our competitive edge, improve our
product offerings, and capitalize on emerging opportunities. Accordingly, the Directors
have not recommended any Dividend on equity shares of the company for the year.
SHARE CAPITAL
During the financial year 2022-23 under review, the Shareholder on
recommendation of the Board of Directors of the Company in their Annual general meeting
held on June 28, 2022 have approved the increase in the Authorized Share Capital of the
company.
The details of the same are as below:
Old Authorized Share Capital |
New Authorized Share Capital |
Rs. 60, 00, 00,000 (Rupees Six Crore Only) |
Rs. 11, 00, 00,000 (Rupees Eleven Crore) |
divided into 60, 00,000 (Sixty Lacs) Equity |
divided into 1, 10, 00,000 (One Crore Ten |
Shares of Rs. 10/- (Rupees Ten Only) each. |
Lacs) Equity Shares of Rs. 10/- (Rupees Ten
Only) each. |
Further, the company also took approval of the issuance and allotment
of bonus equity shares of the company to the shareholders of the company in their Extra
Ordinary General Meeting held on 14th December, 2022. Consequently, the company
had issued and allotted 51,00,000 (Fifty One Lac) Equity Shares of Rs. 10/- each as fully
paid-up bonus equity shares, in the proportion of1:1 i.e., 1 (One) new fully paid-up
equity share of Rs. 10/- each for 1 (One) existing fully paid-up equity shares of Rs. 10/-
each. Accordingly, with effect from 29th December, 2022, the Issued, Subscribed
and Paid-up Equity Share Capital of the Company stands increase to Rs. 10,20,00,000/-
divided in to 1,02,00,000 Ordinary Shares of Rs. 10/- each.
MIGRATION OF SHARES
As the members are aware the listing on main board of Bombay Stock
Exchange of India brings the exposure and also new investor participation. Thus, for
providing enhanced liquidity, better realization etc. to all the stakeholders of the
company. The company has obtained necessary approval for migration of its shares from BSE
SME platform to the main board platform of BSE. The shares are being traded on main board
from 17th July, 2023.
9. TRANSFER TO RESERVES
There is no requirement for transfer of the profit to the general
reserves, therefore to provide an open-ended opportunity to utilize the profits towards
the companys activities, during the year under review the Board have not considered
it appropriate to transfer any amount to the general reserves.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
There was no amount outstanding to be an unclaimed dividend to investor
education and protection fund during the FY 2022-2023.
11. DEPOSIT
During the year under review, the Company has not accepted any deposit
within the meaning of Section 73 and 74 of the Companies Act, 2013 read with the companies
(Acceptance of Deposits) Rules, 2014 and as such no amount on account of principal and
interest was outstanding as on the date of the balance sheet. As such no amount of deposit
is unpaid or unclaimed at the end of the year. Hence there is no non-compliance with any
of the provisions of chapter V of the Companies Act, 2013.
MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulation 34 of SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 read with Schedule V of SEBI (Listing Obligation and
Disclosure
Requirements) Regulations 2015, the Managements discussion and
analysis is set out in this
Annual Report.
13. CORPORATE GOVERNANCE
As per regulation 15(2) of the Listing Regulation, the compliance with
the Corporate Governance Provisions shall not apply in respect of the following class of
the Companies:
Listed entity having paid up equity share capital not exceeding
Rs.10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of the previous
financial year;
Listed entity which has listed its specified securities on the
SME Exchange.
Since, during the period under the review (i.e. FY 2022-23), our
company falls in the ambit of aforesaid exemption (b); hence compliance with the
provisions of Corporate Governance shall not apply to the Company and it does not form the
part of the Annual Report for the financial year 2022-2023.
However, as the members know that the equity shares of the company have
been migrated from BSE SME platform to the main board of BSE India Limited with effective
from 17th July, 2023. Therefore, the provisions relating to Corporate
Governance provided in the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (SEBI LODR Regulations/Listing Regulations) are applicable to the
Company consequent to such migration. Hence, the Company will be complying with the SEBI
guidelines on the Corporate Governance from year 2023-24 relating to the Listing
regulations and accordingly will be submitting the Corporate Governance Report from the
next Quarter i.e. September, 2023.
14 NON APPLICABILITY OF THE INDIAN ACCOUNTING STANDARD (IND-AS) FOR
YEAR 2022-23 AND CHANGE IN ACCOUNTING STANDARDS (IND-AS) FORM YEAR 2023-24
As per Provision to regulation Rule 4(1) of the companies (Indian
Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th
Feb,2015, companies whose shares are listed on SME exchange as referred to in Chapter XB
of SEBI (Issue of Capital and Disclosure Requirements) Regulations,2009, are exempted from
the compulsory requirements of adoption of IND-AS w.e.f 1st April,2017.
Accordingly, our company, during the year 2022-23 under the review, is listed on SME
Platform of BSE Limited is covered under the exempted category and is not required to
comply with IND-AS for preparation of financial statements beginning with period on or
after 1st April, 2017. However, the Company will adopt Indian accounting
standard ("IND-AS") prescribed under section 133 of the companies act, 2013 read
with relevant rules issued there under and in terms of Regulation 33 of the SEBI (LODR)
Regulations, 2015 and the Companies (Indian accounting Standards) (Amendment) Rules, 2016
henceforth. Therefore, the Company will adopt and maintain the financial Statements from
FY 2023-24 as per the applicability.
15 CREDIT RATING
During the year, the Company for the first time obtained the credit
rating from Credit Rating Information Services of India Limited (CRISIL) in August 11,
2022. The CRISIL has affirms the rating of the company CRISIL BBB-/Stable for its
Long-Term Bank Facilities and CRISIL A3 for its short-term Bank Facilities.
16. EXTRACT OF ANNUAL RETURN
The Annual Return of the Company will be placed on the website of the
company pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies
(Management and Administration) Rules 2014, the web link of the same is at
www.advaitinfra.com.
17. PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS BY THE COMPANY
During the year, there are no loans given, investments made, guarantee
given or security provided by the company under Section 186 of the Companies Act, 2013.
18. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (5) of the Companies Act,
2013, the Directors confirm that:
I. In preparation of the annual accounts for the year ended 31st
March, 2023 the applicable accounting standards have been followed along with proper
explanation relating to material departures. II. Appropriate accounting policies have been
selected and applied and such judgment and estimates have been made that are reasonable
and prudent so as to give a true and fair view of the state of affairs of the company as
at 31st March, 2023 and of the profit of the company for the year ended that
date.
III. Proper and sufficient care has been taken 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. The annual accounts have been prepared on a "going concern" basis.
V. Proper internal financial controls are laid down and are adequate
and operating effectively. VI. Proper systems to ensure compliance with the provisions of
all applicable laws have been devised and such systems are adequate and operating
effectively.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Your Companys Board is duly constituted which is in compliance
with the requirements of the Act, the SEBI (Listing Obligations and Disclosure
Requirement) Regulations, 2015
[hereinafter referred to as "Listing Regulations"]
Regulations, 2015 and provisions of the
Articles of Association of the Company. As on March 31, 2023, The Board
of Directors comprises of six (6) directors which include two (2) Executive Director, two
(2) Non- Executive Director and two (2) Independent Directors. The overall composition of
Board of Directors includes one women director. As on the date of this report, the Board
of the company constitutes of the following Directors:
Name of Directors |
Category & Designation |
Mr. Shalin Sheth |
Managing Director and Executive Director |
Mrs. Rejal Sheth |
Whole time Director |
Mr. Bajrang Prasad Maheshwari |
Independent Director |
Mr. Ramesh Kumar Agrawal |
Independent Director |
Mr. Dinesh Babulal Patel |
Non- Executive Non- Independent Director |
Mr. Pramod Kumar Rai |
Non- Executive Non- Independent Director |
The Board received a declaration from all the directors under Section
164 and other applicable provisions, if any, of the Companies Act, 2013 that none of the
directors of the company is disqualified under the provisions of the Companies Act, 2013
("Act") or under the SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015.
Change in Directorship:
In accordance with provisions of Section 149,150,152, 160 read with
Schedule IV and Section 161(1) read with Companies (Appointment and Qualification of
Directors) Rules, 2014 and other applicable provisions (including any modification or
re-enactment thereof), if any, of the companies Act, 2013 following change in the
directorship has been approved by the shareholders by passing a resolution at the 12th
Annual General Meeting held on 28th June, 2022:
1. Mr. Ramesh Kumar Agarawal (DIN: 09195375) was appointed as in
Additonal Director (Non- Executive and Independent) in the board meeting held on 21st
September, 2021;
2. Mr. R.P Sasmal (DIN: 02319702) who was as an Additional Director
(Non-Executive & Independent), in the board meeting held on 28th May, 2022;
3. Mr. Pramod Kumar Rai (DIN: 02726427) was appointed as an Additional
Director (Non-Executive & Non - Independent) in the board meeting held on 28th
May, 2022;
Re-appointment
In accordance with the provisions of section 152 of the Companies Act
2013 and the Articles of Association of the Company, Mr. Dinesh B. Patel (DIN: 03443006)
Non- Executive Non- Independent Director who retires by rotation at the ensuing Annual
General Meeting and is eligible, offers himself for his re-appointment. The board
recommends his re-appointment for the consideration of the Members of the company at the
ensuing Annual General Meeting. A brief resume and other details of the above directors
seeking re-appointment are provided in the Notice of Annual General meeting.
Resignation
Mr. R.P. Sasmal (DIN : 02319702) Independent Director of the Company
have resigned from the office with effect from 14th November, 2022 on personal
grounds. The Director have confirmed that the resignation is purely personal in nature and
that there is no other material reason other than those provided. The Board placed on
record the valuable guidance and support received from him during his tenure.
Key Managerial Personnel
During the year under review, Mr. Dipesh A. Panchal, Company Secretary
of the Company have resigned from the office with effect from 29th July, 2022
on the personal grounds. The Board placed on record the valuable guidance and support
received from him during his tenure.
In pursuant to the applicable provisions of the Companies Act, 2013,
the Board of Directors of the Company, on the recommendation of the Nomination and
Remuneration Committee of the Company at their meeting held on 9th August,
2022, consented to the appointment of Ms. Daisy Mehta (ICSI Membership No. A29893) as the
Company Secretary & Compliance officer of the company.
Details of Meetings of Board of Directors held during the year
The Board meets at regular intervals to discuss and decide on business
policy and strategy apart from other Board Business. The Meetings of the Board of
Directors were held at the Corporate Office of the Company, The notices of Board /
Committee meetings were given well in advance to all the Directors. The Agenda for the
Board and Committee Meetings include detailed notes on the items to be discussed at the
meeting to enable the Directors to take informed decisions. All observations,
recommendations and decisions of the Committees were placed before the Board for
consideration and approval. During the financial year 2022-23, 6 (SIX) meetings were
convened and held on 28th May, 2022, 9th August, 2022, 29th August, 2022, 14th November,
2022, 29th December, 2022 and 23rd February, 2023 . The gap between two consecutive Board
meetings did not exceed one hundred twenty (120) days as prescribed under the Act and the
Listing Regulations. The necessary quorum was present at all the meetings.
The attendance of each Director at the Meetings of Board of Directors
held during the financial year 2022 - 23 are as follows:
Serial No. Name of Directors |
Directorship |
No. of Board Meetings Attended |
Attendance at last AGM |
1. Shalin Sheth (DIN: 02911544) |
Managing Director |
6 |
Yes |
2. Mrs. Rejal Sheth (DIN: 02911576) |
Whole-time Director & Chief Financial
Officer |
6 |
Yes |
3. Mr. Dinesh B. Patel (DIN: 03443006) |
Non - Executive and Non- Independent Director |
4 |
Yes |
4. Mr. Bajrang Prasad N. Maheshwari (DIN:
06571660) |
Independent Director |
6 |
Yes |
5. Mrs. Ramesh Kumar Agarawal (DIN : 09195375
) |
Independent Director |
3 |
NA |
6. Mr. R. P. Sasmal (DIN: 02319702) |
Independent Director |
NIL |
NA |
7 Mr. Pramod Kumar Agarwal (DIN : 02726427) |
Non - Executive and Non - Independent
Director |
1 |
NA |
Statement of Declaration given by Independent Directors
The Company has received necessary declaration of independence from all
Independent Directors of the Company, under Section 149(7) of the Act, that he/she meets
the criteria of Independent Directors envisaged in Section 149(6) of the Act and rules
made thereunder and SEBI (LODR) Regulations, 2015 and is not disqualified from continuing
as Independent Directors.
The Independent Directors have also confirmed that they have registered
themselves with the
Independent Directors Database maintained by the Indian Institute
of Corporate Affairs.
Further Company has also received statements from all the Independent
Directors that they have complied with Code of Conduct for Independent Directors
prescribed in Schedule IV of the act and also statement on compliance of code of conduct
for Directors and Senior Management Personnel formulated by Company.
Separate Meeting of Independent Directors of the Company
The Independent Directors met on 30th March 2023, without
the attendance of Non-independent Directors and members of the Management. The Independent
Directors reviewed the performance of non-independent directors and the Board as a whole;
the performance of the Chairperson of the company, taking into account the views of
Executive Directors and Non-Executive Directors and assessed the quality, quantity, and
timeliness of the flow of information between the Company Management and the Board that is
necessary for the Board to effectively and reasonably perform the duties.
COMMITTEES OF BOARD OF DIRECTORS
As on 31st March, 2023, the Board has 4 (Four) committees as per the
provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 read with rules,
made thereunder, with proper composition of its members which are focused on financial
reporting, audit & internal controls, compliance issues, appointment and remuneration
of Directors and Senior Management Employees and the risk management framework. The Board
periodically evaluates the performance of all the Committees as a whole. All observations,
recommendations and decisions of the Committees are placed before the Board for
consideration and approval.
The Board has the following committees as under:
Audit Committee;
Nomination and Remuneration Committee;
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
Management Committee
Audit Committee
The Board of Directors of your company has duly constituted Audit
Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with
the Rules framed thereunder and Regulation 18 of the SEBI (LODR), Regulations, 2015. The
powers, role and terms of reference of the Audit Committee covers the areas as
contemplated under Regulation 18 of SEBI (LODR), Regulations, 2015 and Section 177 of the
Act and such other functions as may be specifically delegated to the Committee by the
Board from time to time. The Board has accepted all recommendations made by the Audit
Committee during the year. During the financial year ended 31st March, 2023, Audit
Committee meetings were held on the following dates:
(1) 28th May, 2022 (3) 14th November, 2022 (2) 9th August, 2022 (4)
23rd February, 2023
Attendance of Committee members during 2022-23 is as follows:
Name of the Member |
Chairman/ Member |
No. of committee Meetings held |
No. Committee Attended |
Mr. Bajrangprasad Maheshwari (Non Executive
Independent Director) |
Chairman |
4 |
4 |
Mr. Ramesh Agrawal (Non Executive Independent
Director) |
Member |
4 |
4 |
Mr. Shalin Sheth (Managing Director) |
Member |
4 |
4 |
Mr. R.P. Sasmal* (Non- Executive Independent
Director) |
Member |
4 |
0 |
*Mr. R.P. Sasmal has been regularized at the shareholders Meeting
held on 28th June, 2022 who has w.e.f. 14th November, 2022 has resigned from the post of
Director.
Nomination and Remuneration Committee (NRC)
The Nomination and Remuneration Committee is constituted in accordance
with Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of
the Board and its Powers) Rules, 2014 as amended from time to time. The powers, role and
terms of reference of the Nomination and Remuneration Committee covers the areas as
contemplated under Regulation 19 of SEBI (LODR) Regulations, 2015 and Section 178 of the
Act, besides other terms as may be referred by the Board of Directors. The Board has
accepted all recommendations made by the Nomination and Remuneration Committee during the
year.
During the financial year ended 31st March, 2023, Nomination and
Remuneration Committee meetings were held on the following dates:
(1) 28th May, 2022 (3) 23rd February, 2023 (2) 14th November, 2022
Attendance of Committee members during 2022-23 is as follows:
Name of the Member |
Chairman/ Member |
No. of committee Meetings held |
No. Committee Attended |
Mr. Bajrangprasad Maheshwari (Non Executive
Independent Director) |
Chairman |
3 |
3 |
Mr.Dinesh B Patel (Non- Executive Non-
Independent Director) |
Member |
3 |
2 |
Mr. R. P. Sasmal* (Non Executive Independent
Director) |
Member |
3 |
0 |
Mr. Ramesh Kumar Agrawal** (Non- Executive
Independent Director) |
Member |
3 |
2 |
*Mr. R.P. Sasmal has been regularized at the shareholders Meeting
held on 28th June, 2022 who has w.e.f. 14th November, 2022 has resigned from the post of
Director. **Mr. Ramesh Kumar Agrawal has been regularized at the shareholders
Meeting held on 28th June, 2022
Stakeholders Relationship Committee
The Stakeholders Relationship Committee was constituted is in
compliance with the requirements of Section 178 of the Companies Act, 2013. Company
Secretary is the Compliance Officer, who acts as the Secretary to the Committee. The
Committee, inter-alia, reviews issue of duplicate certificates and oversees and reviews
all matters connected with the Companys transfers of securities. It looks into
redressal of shareholders/investors complaints related to transfer of shares,
non-receipt of annual report, non-receipt of declared dividends and such other functions
as may be specifically delegated to the Committee by the Board from time to time. There
being no investor grievances complaint pending, the committee reviewed the existing
procedures for attending to complaints as and when they arise.
During the financial year ended 31st March, 2023, Stakeholders
Relationship Committee meetings was held on 30th March, 2023. The attendance of each
Member at the Stakeholders
Relationship Committee Meetings held during the financial year 2022-23
is as follows
Name of the Member |
Chairman/ Member |
No. of committee Meetings held |
No. Committee Attended |
Mr.Pramod Kumar Rai (Non- Executive Non-
Independent Director) |
Chairman |
1 |
1 |
Mr. Bajrangprasad Maheshwari (Non Executive
Independent Director) |
Member |
1 |
1 |
Mr. Rejal Sheth (Whole time Director) |
Member |
1 |
1 |
Mr. Shalin Sheth (Managing Director) |
Member |
1 |
1 |
During the year under review no grievances were received based on the
reports from Accurate Registry and Securities Limited.
Corporate Social Responsibility ("CSR") Committee
As on 31st March 2023, the Corporate Social Responsibility
("CSR") Committee comprise of four members, with a majority of Independent
Directors. During the year, according to the amendment made in the rules by the Ministry
of Corporate Affairs ("MCA") vide notification dated September 20, 2022, the
Company has adopted the new CSR policy taking into the consideration amendments made by
the MCA. A detailed charter of the CSR Committee is also available on the website of the
Company at www.advaitinfra.com. The powers, role and terms of reference of CSR Committee
covers the areas as contemplated under Section 135 of the Act. The Board has accepted all
recommendations made by the Corporate Social Responsibility ("CSR") Committee
during the year.
During the financial year ended 31st March, 2023, CSR
Committee meetings was held on 14th November, 2022. The attendance of each
Member at CSR Committee Meetings held during the financial year 2022-23 is as follows:
Name of the Member |
Chairman/ Member |
No. of committee Meetings held |
No. Committee Attended |
Mr. Bajrangprasad Maheshwari (Non Executive
Independent Director) |
Chairman |
1 |
1 |
Mr.Pramod Kumar Rai (Non- Executive Non-
Independent Director) |
Member |
1 |
1 |
Mr. Ramesh Kumar Agrawal (Non- Executive
Independent Director) |
Member |
1 |
1 |
Mr. Shalin Sheth (Managing Director) |
Member |
1 |
1 |
Management Committee
The management Committee of the Company has been constituted on 14th
November, 2022 in compliance with the provisions of section 179 and other applicable
provisions, if any, of the Companies Act, 2013 (the Act) read with the Companies (Meeting
of Board arid its powers) Rules, 2014 and other applicable rules under the Act, and read
with the respective provisions of the Memorandum and Articles of Association of the
company. The management committee of the Board was constitute to manage, conduct,
supervise and carry on day-to-day affairs of the company subject to the general
supervision and ultimate control by the Board.
During the financial year ended 31st March, 2023, Management
Committee meetings was held on 21st December, 2022. The attendance of each
Member at the Management Committee Meeting held during the financial year 2022-23 is as
follows
Name of the Member |
Chairman/ Member |
No. of committee Meetings held |
No. Committee Attended |
Mr. Shalin Sheth (Managing Director) |
Chairman |
1 |
1 |
Mr. Dinesh B. Patel (Non- Executive Non-
Independent Director) |
Member |
1 |
0 |
Mr. Rejal Sheth (Whole time Director) |
Member |
1 |
1 |
21. EVALUATION OF BOARD, ITS COMMITTEE, AND INDIVIDUAL DIRECTORS
The Board of Directors has carried out an annual evaluation of its own
performance, board committees, and individual directors pursuant to the provision of the
Act and SEBI Listing Regulations.
The Performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning etc.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings etc.
The above criteria are broadly based on the Guideline Note on Board
Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.
In a separate meeting of independent directors, the performance of
non-independent directors, the Board as a whole, and the chairman of the company were
evaluated, taking into account the views of executive directors and non-executive
directors.
The Board and 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 Performance evaluation criteria for independent directors is
determined by the Nomination and Remuneration Committee. An indicative list of factors on
which evaluation was carried out include participation and contribution by a director,
commitment, effective development of knowledge and expertise, integrity and maintenance of
confidentiality and independence of behavior and judgment
22. FAMILIARIZATION PROGRAMME FOR DIRECTORS
The Independent Directors have been updated with their roles, rights
and responsibilities in the Company by specifying them in their appointment letter along
with necessary documents, reports and internal policies to enable them to familiarize with
the Companys procedures and practices. The Company endeavors, through presentations
at regular intervals, to familiarize the Independent Directors with the strategy,
operations and functioning of the Company and also with changes in the regulatory
environment having a significant impact on the operations of the Company and the industry
as a whole The Independent Directors also meet with senior management team of the Company
in informal gatherings. Visits to plant and factories locations are organized for the
Directors to enable them to understand the business better. During the year 2022-23, the
Company has conducted 1 programs for familiarizing the Directors for a total duration of
1.5 hours. Details of orientation given to the Directors in the areas of strategy/
industry trends, operations & governance, and safety, health and environment
initiatives are available on the website of the Company at www.advaitinfra.com.
23. REMUNERATION POLICY
The Board has on the recommendation of the Nomination &
Remuneration Committee, formulated criteria for determining, qualifications, positive
attributes and independence of directors and also a policy for the remuneration of
directors, key managerial personnel, and senior management. The policy is updated on the
website of the company at .
DETAILS OF THE COMPLAINT RECEIVED/SOLVED/PENDING DURING THE YEAR
Sr. Nature of Complaint No. |
Complaints received |
Complaints solved |
Complaints pending |
1. Non receipt of shares certificate after
transfer etc. |
- |
- |
- |
2. Non receipt of dividend warrants |
00 |
00 |
Nil |
3. Query regarding demat credit |
- |
- |
- |
4. Others |
00 |
00 |
Nil |
Total |
00 |
00 |
Nil |
25. PARTICULARS OF CONTRACT OR ARRAGEMENT WITH RELATED PARTIES
All Related party Transactions that were entered into during the
financial year 2022-23 were in the ordinary course of business and on arms length
basis. The Company has not entered into any contract/arrangement/transaction with related
parties which could be considered material in nature as per Regulation 23 of the SEBI
(Listing Obligations and
Disclosure Requirements) Regulations, 2015 and amendments thereto and
as per Companys policy on Related Party Transactions. All Related Party Transactions
are placed before the Audit Committee and Board for approval. Prior omnibus approval of
the Audit Committee is obtained for the transactions which are of a foreseen and
repetitive in nature. Your Directors draw attention of the members to note no. 27 to the
standalone financial statement which sets out related party disclosures.
In Pursuant to the amendment made by SEBI in the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, the new materiality policy has
been adopted by the Board on Material Related Party Transactions which is available on the
website of the Company at www.advaitinfra.com/policies.
A statement containing the salient features of the financial statement
of subsidiary in the prescribed form AOC-1 is provided as Annexure A to this
Directors Report
26. VIGIL MECHANISM/WHISTLEBLOWER POLICY
In line with the best corporate governance practices, Company has put
in place a system through which the Directors and employees may report concerns about
unethical behavior, actual or suspected fraud or violation of the Companys Code of
Conduct & Ethics without fear of reprisal. The employees and Directors may report to
the Compliance Officer and have direct access to the Chairman of the Audit Committee. The
Whistle Blower Policy is also available on the website of the Company at
PARTICULARS OF EMPLOYEES
Pursuant to Section 197(12) of the Companies Act, 2013 and other
disclosures as Per Rule 5 of Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 there were no employees of the Company drawing remuneration
exceeding the specified limit during the year under consideration, hence the details
prescribed under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable.
Details pertaining to remuneration as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014 are provided in "Annexure B" forming part of this
Annual Report.
28. DETAILS OF EMPLOYEE STOCK OPTION SCHEME
The Company had approved Advait Infratech Limited Employees Stock
Option Scheme 2022 (AIL ESOP 2022) in the Annual General meeting held on 28th
June, 2022. Further, the Company has revised the said scheme with the approval of
shareholders vide postal ballot passed on 30th March, 2023 with respect to its
implementation form secondary market Route to Primary Route. The Company has not granted
any option under the Scheme during the financial year 2022-23. The AIL ESOP Scheme 2022 is
in line with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations 2021, A
certificate from the Secretarial Auditor of the Company that these Schemes are
implemented in accordance with the SBEB and Sweat Equity Regulations 2021 and the
resolutions passed by the members would be placed before the members at the ensuing AGM
and a copies of the same shall be available for inspection at the Registered Office of the
Company. The applicable disclosures as on March 31, 2022, as stipulated under SEBI
(Share Based Employee Benefits and Sweat Equity) Regulations 2021 read with the SEBI
circular CIR/CFD/POLICYCELL/2/2015 dated June 16, 2015 and, are made available on the
website of the Company www.advaitinfra.com .
29. RISK MANAGEMENT
During the financial year under review, the company has identified and
evaluated elements of business risk. Consequently, a Business Risk Management framework is
in place. The Risk management framework defines the risk management approach of the
company and includes periodic review of such risks and also documentation, mitigation
controls, and reporting mechanism of such risks. The framework has different risk models
which help in identifying risks trend, exposure, and potential impact analysis at a
company level as also separately for business. The Policy is available for at the Website
of the Company at www.advaitinfra.com/policies .
30. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company believes in corporate excellence and social welfare. This
corporate philosophy is the force behind integrating Corporate Social Responsibility (CSR)
into corporate values, culture, operation and business decisions at all levels of the
organization. Being a responsible corporate citizen, The Company has a value system of
giving back to society and improving the life of the people and the surrounding
environment.
The Companys CSR initiatives are inspired by the opportunity to
contribute to a more secure and sustainable future. The company believes that the
corporate strategy which embraces social developments as an integral part of the business
activities ensure long term sustainability of business enterprises. With this belief, the
Company is committed to make substantial improvements in the social framework of the
nearby community.
In compliance with section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules, 2014 the company has adopted a
CSR Policy, which is available at www.advaitinfra.com.
The Annual Report on CSR expenditures for the FY 2022-23 is annexed
herewith and forms part of this report as Annexure- C
31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The Information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies
Act,2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended from time to
time is given in the Annexure- D forming part of this report.
32. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/
Courts that would impact the going concern status of the Company and its future
operations.
33. CEO/CFO CERTIFICATE
Chief Financial Officer/Chief Executive Officer Compliance Certificate
as stipulated under Regulation 17(8) of the Securities and Exchange Board of India
(Listing Obligation and Disclosure Requirements) is presented in a separate section
forming part of this report as
"ANNEXURE- G".
34. AUDITORS AND AUDITORS REPORTS
Statutory Auditors and Auditors Report
M/s V.Goswami & Co., (Firm Registration No. 128769W), Chartered
Accountant, has been appointed as Statutory Auditors of the Company at the 10th Annual
General Meeting held on
27th August, 2020 to hold office from the conclusion of 10th
Annual General Meeting (AGM) till the conclusion of 15th Annual General Meeting
of the Company, subject to compliance of the various provisions of Companies Act, 2013.
The Statutory Auditors of the Company have submitted Auditors
Report on the financial statements of the Company for the financial year ended 31st
March, 2023 along with financial of the Company forms integral part of this Report and is
presented in a separate section forming part of the Annual Report. The reports do not
contain any reservation, qualification or adverse remark. Information referred to in the
Auditors Report are self-explanatory and do not call for any further comments.
Secretarial Auditor
The Board of Directors of your Company has as per the requirement under
Section 204 of the Act and rules made there under, re-appointed Mr. Rajesh Parekh,
Practicing Company Secretary, Ahmedabad (COP No. 2939), to conduct the Secretarial Audit
of the Company for the financial year 2022-23.
Further, Mr. Rajesh Parekh, Practicing Company Secretary, Ahmedabad
(COP No. 2939) expressed their inability to continue as the Secretarial Auditor of the
Company from 23rd February, 2023. Hence, due to the vacancy so occurred, the
Company has appointed M/s. RPSS and Co. Practicing Company Secretary, Ahmedabad as
Secretarial Auditor of the Company for the year 2022-23.
The Secretarial Report for the financial year 2022-23 forms integral
part of this Report as Annexure F. Based on Secretarial Audit, there
has been no observation in the report.
Information referred to in the Auditors Report are
self-explanatory and do not call for any further comments.
Cost Auditor
During the year under review, the Company was not required appoint Cost
Auditor to as per the requirement of the Central Government and pursuant to Section 148 of
the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 as
amended from time to time. Further pursuant to provision of section 148(1) of the
Companies Act, 2013, maintenance of cost records as specified by Central Government are
maintained by the Company. However, the Company on the basis of the their turnover in the
year 2022-23 has now falls under the ambit of the Section 148 of the Companies Act, 2013,
read with Companies (Cost Records and Audit) Rules, 2014 and required to have the Cost
Audit of the cost records maintained by the Company. Hence, M/s dalwadi and Associates,
Cost Accountant, Ahmedabad has been appointed by the Board in its meeting held on 17th
August, 2023 as Cost Auditor of the Company, which is to be confirmed by the members in
the ensuing Annual General meeting of the Company.
Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s Rajesh J Shah &
Associates, (Firm Registration No.108407W), Chartered Accountant was appointed as an
Internal Auditor of the company for the Financial year 2022-23. The Internal Auditor has
placed the Internal Audit Report for every quarter and the same was discussed with the
Board.
35. INTERNAL FINANCIAL CONTROL SYSTEM:
The Company has an adequate system of internal control to safeguard and
protect from loss, unauthorized use or disposition of its assets. All the transactions are
properly authorized, recorded and reported to the Management. The Company is following all
the applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The Internal auditor of the company checks and verifies
the internal control and monitors then in accordance with policy adopted by the company.
The company continues to ensure proper and adequate systems and procedures commensurate
with its size and nature of its business.
36. COMPLIANCE OF APPLICABLE SECRETARIAL STANDARDS:
The Company has ensured compliance with the mandated Secretarial
Standard I & II issued by the Institute of Company Secretaries of India with respect
to board meetings and general meetings respectively and approved by the Central Government
under section 118(10) of the Companies Act, 2013.
37. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:
As on 31st March, 2023 the company has no subsidiaries. The
Company has the following Associate Company at the end of this financial year.
1. TG Advait India Private Limited
Statement in Form AOC-1 Pursuant to the first proviso to Section 129 of
the Act read with rule 5 of the Companies (Accounts) Rules, 2014 shall be applicable in
view of the above explanation, a statement containing the salient features of the
financial statement of subsidiary in the prescribed form AOC-1 is provided as Annexure
- E to this Directors Report.
38. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course of day to day
business operations of the company.
The Company believes in "Zero Tolerance" against bribery,
corruption and unethical dealings / behaviors of any form and the Board has laid down the
directives to counter such acts. The
Code has been uploaded on the Companys web link
www.advaitinfra.com.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees in their business
dealings and in particular on matters relating to integrity in the work place, in business
practices and in dealing with stakeholders. The Code gives guidance through examples on
the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code. All Management Staff were given appropriate training
in this regard.
39. DISCLOSURE UNDER THE SEXUAL HARRASSMENT OF WOMAN 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 and rules made thereunder, your
company has constituted Internal Complaints Committee (ICC) which is responsible for
redressal of complaints related to sexual harassment. During the year under review, there
were no complaints pertaining to sexual harassment.
40. CAUTIONARY STATEMENT
Statement in the Annual Report, particularly those which relate to
Management Discussion and Analysis, describing the Companys objectives, projections,
estimates expectations, may constitute "forward looking statements " within the
meaning of applicable laws and regulations. Although the expectations are based on
reasonable assumptions, the actual results might differ.
41. ACKNOWLEDGEMENTS
Your Directors place on record their sincere thanks to bankers,
business associates, consultants, employees and various Government Authorities for their
continued support extended to your companys activities during the year under review.
Your Directors also acknowledge gratefully the shareholders for their relentless support
and confidence reposed on the company.
|
For ADVAIT INFRATECH LIMITED |
|
|
For & on behalf of the Board of
Directors |
|
|
Sd/- |
Sd/- |
|
SHALIN SHETH |
REJAL SHETH |
Place: - Ahmedabad |
(DIN: 02911544) |
(DIN: 02911576) |
Date: - 17th August, 2023 |
Managing Director |
Whole time Director |