Your Director's have pleasure in presenting the 38th Directors’ Report and the Audited Statement of Accounts of the Company for the Financial Year ended 31.03.2024.
1. FINANCIAL SUMMARY/HIGH LIGHTS:
The performance during the year ended 31st March, 2024 has been as under:
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(Rs. in lakhs)
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Particulars
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2023-24
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2022-23
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Total Income
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2046.84
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173.53
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Total Expenditure
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2176.69
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157.74
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Profit Before Tax
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(129.85)
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15.79
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Provision for Tax/Deferred Tax
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(94.96)
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4.10
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Profit after Tax
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(34.89)
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11.68
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Transfer to General Reserves
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-
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-
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Profit available for appropriation
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(34.89)
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11.68
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Provision for Proposed Dividend
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-
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-
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Provision for Dividend Tax
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-
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-
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Balance Carried to Balance Sheet
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(34.89)
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11.68
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Basic EPS
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(1.68)
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0.56
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Diluted EPS (in Rs.)
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(1.68)
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0.56
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2. REVIEWOF OPERATIONS:
During the year under review the Company has earned the total income of Rs. 2046.84 Lakhs and incurred net loss of Rs. 34.89 Lakhs as compared to the total income of Rs. 173.53 Lakhs and net profit of Rs. 11.68 Lakhs in the previous financial year2022-23.
3. BUSINESS UPDATE AND STATE OF COMPANY’S AFFAIRS:
The information on Company's affairs and related aspects is provided under Management Discussion and Analysis report, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and forms part of the Annual Report.
4. CHANGE IN THE NATURE OFTHE BUSINESS, IF ANY:
During the year under review, there were no changes in the nature of Business.
5. RESERVES
The Closing balance of reserves, including retained earnings, of the Company as at 31.03.2024 is Rs. (30.43) Lakhs.
6. DIVIDEND:
During the year under the review, the Board has not recommended or paid any dividend for the year 2023-24.
7. MATERIAL CHANGES & COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no major material changes and commitments affecting the financial position of the Company after the end of the financial year and up to date of this report (12.08.2024).
8. REVISION OF FINANCIAL STATEMENTS:
During the year under the review, there was restatement of the Financial Statements and Audit Report for the quarter ended 30.09.2023 and for financial year ended 31.03.2023, 31.03.2022 and 31.03.2021 for inclusion in Draft Letter of Offer (“DLOF”)/ Letter of Offer (“LOF”) for the purpose of Rights Issue of Equity shares. Apart from this, there is no revision in the Financial Statements.
9. SHARE CAPITAL:
• Authorized Share Capital
During the year under the review, the authorized share capital of the Company was increased from Rs. 3,50,00,000/- (Rupees Three Crore Fifty Lakhs only) divided into 35,00,000 (Thirty Five Lakhs Only) Equity Shares of Rs.10/- each to Rs. 19,00,00,000/- (Rupees Nineteen Crores Only) divided into 1,90,00,000 (One Crore Ninety Lakhs Only) Equity Shares of Rs.10/- each.
• Paid-up Share Capital
During the year under the review, there was no change in the paid - up share capital of the Company i.e. Rs. 2,07,09,000/- (Rupees Two Crore Seven Lakhs and Nine Thousand Only) divided into 20,70,900 (Twenty Lakhs Seventy Thousand Nine Hundred) Equity shares of Rs.10/-each.
Further, the board of Directors in its meeting held on 20.04.2024 has allotted 1,65,67,200 fully paid up equity shares amounting to Rs. 16,56,72,000/- (Rupees Sixteen Crore Fifty Six Lakhs Seventy Two Thousand Rupees) divided into Rs. 10/- each. Subsequently, the paid-up share capital of the Company is Rs. 18,63,81,000/- (Rupees Eighteen Crores Sixty Three Lakhs Eighty One Thousand Only) divided into 1,86,38,100 (One Crore Eighty Six Lakhs Thirty Eight Thousand One Hundred Only) Equity Shares of Rs.10/-each.
10. UNPAID/UNCLAIMED DIVIDEND:
There is no unpaid or unclaimed dividend with the company till date.
11. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
During the year under the review, the Company was not required to transferanyamountto Investor Education and Protection Fund (IEPF).
12. DIRECTORS OR KMP APPOINTED OR RESIGNED:
During the year under the review, there was no change in the management of the Company.
13. DECLARATION BY INDEPENDENT DIRECTORS ON ANNUAL BASIS:
The Company has received declarations from Mr. Vijaya Rama Lakshmana Murthy, Ms. Dhanalakshmi Guntaka, Mr. Srikar Ranga, Independent Directors of the Company to the effect that they are meeting the criteria of independence as provided in Sub-Section (6) of Section 149 of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.The Independent Directors have also confirmed that they have complied with the Company’s Code of Conduct.
During the year, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board of Directors and Committee(s).
14. BOARD MEETINGS:
The Board of Directors duly met Nine (9) times during the Financial Year from 1st April 2023 to 31st March 2024. The dates on which the meetings were held are 14.04.2023, 29.05.2023, 17.06.2023, 25.07.2023, 06.09.2023, 31.10.2023, 18.11.2023, 02.01.2024 and 10.02.2024 in respect of which proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.
15. COMMITTEES:
The Company being a listed Company has validly constituted various applicable and mandatory committees i.e. Audit Committee, Nomination and Remuneration Committee and Stakeholder Relationship Committee.
Apart from the above Committees the Company has also constituted a Rights Issue Committee and authorized the Committee to do all such acts, deeds, things and matters, as it may in its absolute discretion deem necessary, proper and desirable.
Further during the year there were Two (2) Rights Issue Committee meetings. The dates on which the meetings were held are 04.03.2024 and 13.03.2024.
16. BOARD EVALUATION:
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions 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 based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5,2017.
In a separate meeting of independent directors was conducted on 10.02.2024 to evaluate the performance of non-independent directors, the board as a whole and the Chairman of the Company, taking into account the views of executive directors and nonexecutive directors.
17. STATEMENT SHOWING THE NAMES OF THE TOP TEN EMPLOYEES IN TERMS OF REMUNERATION DRAWN AND THE NAME OF EVERY EMPLOYEE AS PER RULE 5(2) & (3) OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
A table containing the particulars in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as ANN EXURE-1 to this Report.
A statement showing the names of the top ten employees in terms of remuneration drawn and the name of every employee is annexed to this Annual report as ANNEXURE - II.
During the year, NONE of the employees (excluding Executive Directors) is drawing a remuneration of Rs. 1,02,00,000/- and above per annum or Rs.8,50,000/- and above in aggregate per month, the limits specified under the Section 197(12) of the Companies Act,2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
18. RATIO OF REMUNERATION TO EACH DIRECTOR:
Under section 197(12) of the Companies Act, 2013, and Rule 5(1) (2) & (3) of the Companies (Appointment & Remuneration) Rules, 2014, No remuneration was paid to any of the Directors.
19. DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3) (C) and 134(5) of the Companies Act, 2013 and on the basis of explanation given by the executives of the Company and subject to disclosures in the Annual Accounts of the Company from time to time, we state as under:
a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b) That the Directors have selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company forthat period;
c) That the Directors have taken proper and sufficient 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;
d) That the Directors have prepared the annual accounts on a going concern basis:
e) That the Directors have lain down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) That the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
20. DETAILS OF ADEQUACYOF INTERNAL FINANCIAL CONTROLS:
Your Company has well established procedures for internal control across its various locations, commensurate with its size and operations. The organization is adequately staffed with qualified and experienced personnel for implementing and monitoring the internal control environment. The internal audit function is adequately resourced commensurate with the operations of the Company and reports to the Audit Committee of the Board.
21. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
During the year under review, the Auditors of the Company have not reported any frauds to the Board of Directors as prescribed under Section 143(12) of the Companies Act, 2013 and rules made thereunder.
22. CEO/CFO CERTIFICATION:
The Whole-time Director and Chief Financial Officer Certification on the
financial statements under Regulation 17 (8)ofSEBI (Listing Obligations & Disclosure Requirements), Regulations, 2015 for the year 2023-2024 is annexed in this Annual Report.
23. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES / ASSOCIATES/ JOINT VENTURES:
During the year under review, the Company does not have any subsidiaries, joint ventures or associate Companies.
24. DETAILS OF DEPOSITS NOT IN COMPLIANCE WITH THE REQUIREMENTS OF THE ACT:
Since the Company has not accepted any deposits during the Financial Year ended March 31,2024, there has been no non-compliance with the requirements of the Act.
Pursuant to the Ministry of Corporate Affairs (MCA) notification dated 22nd January 2019 amending the Companies (Acceptance of Deposits) Rules, 2014, the Company is required to file with the Registrar of Companies (ROC) requisite returns in Form DPT-3 for outstanding receipt of money/loan by the Company, which is not considered as deposits.
25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given loans, Guarantees or made any investments during the year under review which attracts the provisions of Section 186 of the CompaniesAct, 2013.
26. RELATED PARTYTRANSACTIONS:
Our Company has formulated a policy on related party transactions which is also available on Company’s website at https://www.abvl.co.in/policies.html . This policy deals with the review and approval of related party transactions.
All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of business. There were no material significant related party transactions made by the Company with the Promoters, Directors, Key Managerial Personnel or the Senior Management which may have a potential conflict with the interest of the Company at large.
Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 in the prescribed Form AOC-2 is appended as ANNEXURE - IV which forms part of this Report.
All related party transactions were placed before the Audit Committee/Board for approval. Prior approval of the Audit Committee was obtained for the transactions which are foreseen and are in repetitive in nature. Members may refer to note no. 29 to the financial statements which sets out related party disclosures pursuant to IND AS-24.
27. DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The required information as per Sec.134 (3) (m) of the Companies Act 2013 is provided hereunder:
A. Conservation of Energy:
Your Company’s operations are not energy intensive. Adequate measures have been taken to conserve energy wherever possible by using energy efficient computers and purchase of energy efficient equipment.
B. Technology Absorption:
1. Research and Development (R&D): NIL
2. Technology absorption, adoption and innovation: NIL
C. Foreign Exchange Earnings and Out Go:
Foreign Exchange Earnings : NIL Foreign Exchange Outgo : NIL
28. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
During the year under the review, the paid-up capital of the Company was less than Rs. 10Croresand Net worth of the Company was less than Rs. 25 Crores, Corporate Governance as envisaged in SEBI (LODR) Regulations, 2015 is not applicable. However, as on the date of the Report since the Paid-up capital of the Company is more than Rs. 10 Crores, as Good Governance the Corporate Governance.
As stipulated under Regulation 34 read with schedule V of SEBI (LODR) Regulations, 2015, a report on Corporate Governance duly audited is appended as Annexure VI for information of the Members. A requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the Report on Corporate Governance.
29. CORPORATE SOCIAL RESPONSIBILITY (CSR, COMPOSITION OF CSR COMMITTEE AND CONTENTS OF CSR POLICY):
Since the Company does not have the net worth of Rs. 500 Crores or more, or turnover of Rs. 1000 Crores or more, or a net profit of Rs. 5 Crores or more during the financial year 2023-24, hence the section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable and the Company need not adopt any Corporate Social Responsibility Policy.
30. VIGIL MECHANISM/WHISTLE BLOWER POLICY:
In pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013, a vigil Mechanism for Directors and employees to report genuine concerns has been established. It also provides for necessary safeguards for protection against victimization for whistle blowing in good faith.
Vigil Mechanism Policy has been established by the Company for directors and employees to report genuine concerns pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013. The same has been placed on the website of the Company.
31. SIGNIFICANT & MATERIAL ORDERS PASSED BY COURTS / REGULATORS/ TRIBUNALS:
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.
32. STATUTORY AUDITORS AND STATUTORY AUDITORS REPORT:
M/s. V Ravi & Co., Chartered Accountants, the present Auditors of the Company and in terms of their appointment made they will be holding office of the auditors up to the conclusion of the 39th Annual General Meeting.
M/S V Ravi & Co has provided the Auditors Report along with notes to accounts for the Financial Year ended 31.03.2024 with no qualifications and adverse remarks on company's state of affairs.
The Board has duly reviewed the Statutory Auditor’s Report on the Accounts for the year ended March 31,2024 and has noted that the same does not have any reservation, qualification or adverse remarks. However, the Board decided to further strengthen the existing system and procedures to meet all kinds of challenges and growth in the market expected in the coming years.
33. SECRETARIALAUDIT REPORT:
The Board has duly reviewed the Secretarial Audit Report for the year ended March 31, 2024 read with the Companies Act, 2013 on the Compliances according to the provisions of Section 204 of the Companies Act 2013, for conducting the Secretarial Audit for financial year ended March 31,2024. The Secretarial Audit was carried out by M/s. Vivek Surana & Associates, Company Secretaries (CP No. 12901) for the financial year ended March 31, 2024. The Report given by the Secretarial Auditor is annexed herewith as ANNEXURE - III and forms integral part of this Report.
34. INTERNALAUDITORS:
M/s. K.S. Ramakrishna & Co., Chartered Accountants was appointed as Internal Auditors of the Company for the financial year 2023-24.
35. SECRETARIAL STANDARDS:
Your Company is in compliance with the applicable secretarial standards.
36. DECLARATION BYTHE COMPANY:
The Company has issued a certificate to its Directors, confirming that it has not made any default under Section 164(2) of the Companies Act,
2013, as on March 31,2024.
37. ANNUAL RETURN:
As required pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules,
2014, an annual return is disclosed on the website www.abvl.co.in.
38. DISCLOSURE ABOUT COST AUDIT:
The provisions of Cost Audit and keeping mandatory cost records do not apply to your Company.
39. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT:
The Management Discussion and Analysis Report, pursuant to the SEBI (LODR) Regulation provides an overview of the affairs of the Company, its legal status and autonomy, business environment, mission & objectives, sectoral and operational performance, strengths, opportunities, constraints, strategy and risks and concerns, as well as human resource and internal control systems is appended as ANNEXURE -Vfor information of the Members.
40. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
Independent Directors are familiarized about the Company’s operations and businesses. Interaction with the Business heads and key executives of the Company is also facilitated. Detailed presentations on important policies of the Company are also made to the directors. Direct meetings with the Chairman are further facilitated to familiarize the incumbent Directorabout the Company/its businesses and the group practices.
41. INSURANCE:
The properties and assets of your Company are adequately insured.
42. NON-EXECUTIVE DIRECTORS’ COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which in the Judgment of the Board may affect the independence of the Directors.
43. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2018. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company, as well as the consequences of violation. The policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Company securities. The Insider Trading Policy of the Company covering code of practices and
procedures for fair disclosure of unpublished price sensitive information and code of conduct for the prevention of insider trading, is available on our website www.abvl.co. in.
44. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. The following is the summary of sexual harassment complaints received and disposed during the calendaryear.
• No. of complaints received: Nil
• No. of complaints disposed off: Nil
45. INDUSTRY BASED DISCLOSURES AS MANDATED BY THE RESPECTIVE LAWS GOVERNING THE COMPANY:
The Company is not a NBFC, Housing Companies etc., and hence Industry based disclosures is not required.
46. FAILURE TO IMPLEMENT CORPORATE ACTIONS:
During the year under review, no corporate actions were done by the Company which were failed to be implemented.
47. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BAN KRUPTCYCODE, 2016:
During the year under review, there were no applications made or proceedings pending in the name of the Company under Insolvency and Bankruptcy Code, 2016.
48. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one-time settlement of loans taken from banks and financial institutions.
49. POLICIES:
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all
listed companies. All the policies are available on our website (https://www.abvl.co.in). The policies are reviewed periodically by the Board and updated based on need and new compliance requirements.
50. EVENT BASED DISCLOSURES:
During the year under review, the Company has not taken up any of the following activities except as mentioned:
1. Issue of sweat equity share: NA
2. Issue of shares with differential rights: NA
3. Issue of shares under employee's stock option scheme: NA
4. Disclosure on purchase by Company or giving of loans by it for purchase of its shares: NA
5. Buy back shares: NA
6. Disclosure about revision: NA
7. Preferential Allotment of Shares: NA
51. RIGHTS ISSUE: The Company in its meeting held on 17.06.2023 has approved the conversion of unsecured Loan by the Promoters &Promoter Directors aggregating upto Rs. 16,44,20,160 for subscribing upto 82,21,008 equity shares of Rs. 10/- each at premium of Rs. 10/- each and issue of equity shares on rights basis in a proportion of 8:1 shares i.e., eight equity shares for every one equity share held in the Company for cash at an issue price of Rs. 20/-per share on a Rights basis for an amount not exceeding Rs.33,13,44,000/-. Subsequently, The Company in its meeting held on 27.11.2023 has approved the conversion of unsecured Loan by the Promoters &Promoter Directors aggregating upto Rs. 22,92,82,540/-for subscribing upto 1,14,64,127 equity shares of Rs. 10/- each at premium of Rs. 10/- each.
Further, the Board of Directors in its Meeting held on 20.04.2024, has approved the allotment of 1,65,67,200 Equity Shares. Out of which 60,65,200 were adjusted towards unsecured loan from Promoters and the Company has received Listing Approval from BSE on 26.04.2024 and the securities are permitted to trade on the exchange w.e.f. 29.04.2024.
52. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation of the contribution made by the employees at all levels, to the continued growth and prosperity of your Company. Your Directors also wish to place on record their appreciation of business constituents, banks and other financial institutions and shareholders of the Company for their continued support for the growth of the Company.
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