TO THE MEMBERS
Your Directors are pleased to present the 36th Report together with the Audited
Statement of Accounts for the year ended 31st March, 2023.
1. FINANCIAL RESULTS:
| Particulars |
Year Ended (31-03-2023) |
Year Ended (31-03-2022) |
| Total Revenue from operations |
4780.14 |
3250.01 |
| Other Income |
145.40 |
62.84 |
| Total |
4925.54 |
3312.86 |
| Profit / (Loss) before |
499.53 |
272.45 |
| exceptional items and Tax |
|
|
| Exceptional Items |
NIL |
424.19 |
| Profit before tax |
499.53 |
696.64 |
| Tax Expenses (Net) |
7.99 |
103.25 |
| Profit / (Loss) after Tax |
507.52 |
799.89 |
| Other comprehensive income |
NIL |
(438.17) |
| Total Comprehensive |
507.52 |
361.72 |
| income/ Profit for the year |
|
|
| Balance Profit carried to |
3459.30 |
2951.78 |
| Balance Sheet |
|
|
Material changes and commitments which have occurred after the close of the year till
the date of this report, which affect the financial position of the Company are reported
at appropriate places to this report.
2. TRANSFER TO RESERVES
For the period ended 31st March 2023, the Company has not transferred any sum to
Reserve.
3. SHARE CAPITAL
The Authorized Share Capital of the company as on 31st March, 2023 is Rs.75 crores
divided into 7, 50,00,000 Equity Shares of Rs. 10/- each. The Issued& Subscribed
capital as on same date is Rs. 53, 11, 74,250 divided into 5, 31, 17,425 equity shares of
Rs 10/- each. Calls in arrears were Rs. 56.17 lacs. Paid up capital as on 31st March, 2023
remained Rs.5255.57 Lacs. During the year under review the Authorized, Issued, Subscribed
and Paid up capital of the company remained unchanged.
4. DIVIDEND
Company has earned profits during the year; however it would like to retain the same
for the growth of the company. Hence, the company is not declaring the dividend for the
current year.
5. OPERATION/ STATE OF COMPANYS AFFAIRS
Your Mathura plant is fully equipped to undertake fabrication of critical equipment
required in Hydrocarbon, Cement, Hydro Power, Steel, Sugar, Desulfurization (FGD) and
DeNOX system and Power Sectors.
In order to enhance our machining capabilities for manufacture and supply of critical
equipment required for cement and Power sectors. Company has installed some additional new
machines and also replaced the old machines with new modern machines such as welding,
drilling, Grinding, Cutting machines etc.
Company has retro fitted the existing CNC Horizontal boring machine (Skoda make) and
same is now under operation, various cement & hydro equipment are being machining in
house.
Company is also installed a VTL (Vertical Turret Lathe) and this is already in
operations.
Company has already setup in-house Design and Engineering facility which will help the
company in meeting the eligibility criteria required for participation in tenders floated
various Companies operating in Hydrocarbon Sector.
Enlistment with EIL: Your Company has been approved by EIL for enlistment as a supplier
for Carbon steel pressure vessels and we hope this major milestone will pave the way for
future growth in Oil & gas sector. We have already submitted bids for a couple of
enquiries and await a positive outcome.
Enlistment with PDIL: Your Company has also achieved approval and enlistment with PDIL
and going forward we expect enquiries and orders from them.
To reduce the electricity expenses, Company is planning to install own solar Power
project of capacity 200-250 KVA in near future.
Future Business Outlook
We are expecting approx. Rs. 50 to 60 Crores orders in the financial year of 2023-24
for manufacturing of various equipment from the clients namely M/s L&T, M/s Loesche
India Private Limited, M/s ISGEC, M/s. Voith, M/s Anritz Hydro Pvt. Ltd., M/s FL Smidth
Private Limited, M/s Humboldt Wedag India Pvt Ltd. M/s Sukhbir Agro Energy Limited. M/s
Petronet LNG Limited & M/s Thyssen/NRL, M/s Deepak Chemtech etc.
New business development:
Management is planning to replace the new machinery at our plant as the existing
machines are 30/40 years old and to be at par in the global market, discussion with the
technical staff and the consultant are on. Our company earlier had tie-up with M. Dedini-
Brazil for Boiler, Stork Sugar - Netherlands for Sugar Mill & SEMT Pielstick- France
for Diesel Engine which have expired and so to enhance the business, planning to enter
into the new technology presently prevailing in the market.
Your company has been contacting several industries in the field of cement for new
contracts. Your company after obtaining DRDOs approval for fabrication of heavy steel
Girders, railway bridges for the railway are negotiating with several companies for
fabrication of railway bridges.
Your company is in discussion and expecting few orders in the field of Steel &
Power. We are exploring various options for tie up with a technology provider for ethanol
for Indian and African markets to execute project in India and Africa. Indian government
policy to increase ethanol blending from existing approx. 5 to 20% will generate lot of
business in this sector.
Tie up with Engineering Consultant like Korus engineering -solutions may also open a
lot of business opportunities for Seftech and ATV projects by joint bidding for EPC
projects in steel sector.
Your company to expand its business in the EPC projects of boilers. By tying up with
M/s Avant Garde System & Controls Pvt Ltd, you are able to offer a wide range of
services that includes design, manufacturing, supply, installation, erection and
commissioning. This will enable you to provide turnkey solutions to your clients, which
can be very attractive to them. The fact that the scope of the tie-up covers different
industries such as sugar, distillery, steel, power, chemical, petrochemical, food
processing, co-generation plant, waste-to-energy and textile projects is an advantage as
it opens up multiple business opportunities for your company. You can leverage this
opportunity to achieve significant growth and success in the EPC projects of boilers.
Your company is already enlisted in Engineers India Limited for manufacturing &
supply of Carbon Steel Pressure Vessels up to 25 mm thickness and now ATV is planning to
enhance the capacity of Carbon Steel Pressure Vessels of range 26 to 50 mm & 51 to 100
mm thickness.
Your company is looking to expand its business in the static equipment by increasing
its capacity & quality for manufacturing and supply of Pressure Vessels of higher
thickness ranges and by obtaining the ASME U Stamp Certification. Obtaining the ASME U
Stamp Certification can certainly open up new opportunities for your company and help you
attract more customers who require pressure vessels that meet ASME standards. However, the
process can take approx 6 month time & the expected expenses Rs 38.0 Lakh.
6. MANAGEMENT:
Company is managed by well qualified, experienced professionals guided by the Board of
Directors.
7. BOARD OF DIRECTORS:
The Board is duly constituted.
Mr. Mahesh Chaturvedi, Chairman (DIN: 00086331) is Permanent Director.
Mr. Harish Chandra Gupta (DIN: 02237957), is a Non Executive Director.
Mr. Arun Kumar Sharma (DIN- 09247743) and Mrs. Pooja Bagwe (DIN- 03162798) are Whole
Time Directors.
Mr. K.S. Nalwaya (DIN: 01259966), Mr. Hem Prakash Sharma (DIN: 08897941) and Ms. Deepa
Rai (DIN- 09373145) are Independent Directors of the Company.
Mrs. Payal Sanghavi (DIN-08133682) is serving as Non-Executive, Independent woman
director.
The Company has received declaration that they meet the criteria of independence as
prescribed under subsection (6) of Section 149 of the Act and Regulation16(1)(b) of the
Securities Exchange Board of India (Listing Obligation and Disclosure Requirements)
Regulations, 2015.
Mr. Harish Chandra Gupta (DIN: 02237957) Non-Executive Director will retire by rotation
in this Annual General Meeting. Being eligible offers himself to be reappointed as
Director.
None of the Directors of the company are disqualified for being Directors as specified
164 under Section of the Companies Act, 2013. Report from Independent Company Secretary in
Practice is attached as Annexure-3.
8. MEETINGS OF THE BOARD AND COMMITTEE HELD
DURING THE YEAR:
A. BOARD MEETINGS:
During the year, four board meetings were convened and held, the details of which are
given in the Corporate Governance Report.
B. COMMITTEE MEETINGS:
For the details of Composition of the Committees viz. Audit Committee, Stakeholders
Relationship Committee, Nomination and Remuneration Committee and Corporate Social
Responsibility Committee and details of the number of meetings held of each committee,
kindly refer report on Corporate Governance.
All the recommendations made by the Audit Committee, Stakeholders Relationship
Committee, Nomination and Remuneration Committee and Corporate Social Responsibility
Committee were accepted by the Board.
C. MEETING OF INDEPENDENT DIRECTORS:
The Independent Directors of the Company met during the year on 8thFebruary, 2023. The
details of which are given in the Corporate Governance Report.
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (LODR)
Regulations 2015 and amendments thereof.
9. PERFORMANCE EVALUATION OF THE BOARD AND
INDIVIDUAL DIRECTORS:
For details of the annual evaluation of the performance of the board, its Committees
and of individual directors and Committee, kindly refer report on Corporate Governance.
10. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES:
The Board has duly approved and adopted a policy viz. "Policy for Remuneration of
the Directors, Key Managerial Personnel and other Employees" recommended by the
Nomination and Remuneration Committee relating to appointment of Directors/ Key Managerial
Personnel/ other employees, payment of remuneration to directors/ Key Managerial
Personnel/ other employees, Directors qualifications, positive attributes, Independence of
Directors and other related matters as provided under the Companies Act, 2013.
All the remunerations to the directors/ Key Managerial Personnel/ employees are as per
the Companies Policy viz. "Policy for Remuneration of the Directors, Key Managerial
Personnel and other Employees".
11. DIRECTORS RESPONSIBILITY STATEMENT
In compliance to the Provisions of Section 134(5) of the Companies Act, 2013, your
Directors wish to place on record.
i) That in preparing the Annual Accounts, all applicable accounting standards has been
followed.
ii) That the accounting policies adopted are consistently followed and the judgments
and estimates made are reasonable and prudent so as to give a true and fair view of state
of affairs of the Company at the end of the Financial Year and of the Profit and Loss
Account of the Company for the Financial Year, under review.
iii) That the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing / detecting fraud and other irregularities.
iv) That the Annual Accounts have been prepared on a going concern basis.
v) That the Directors had laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and were operating
effectively.
vi) That the Directors had devised proper system to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
12. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to ‘Meetings of the Board of Directors and ‘General Meetings, respectively,
have been duly followed by the Company.
13. CHANGE IN NATURE OF BUSINESS
There were no significant changes in the nature of the business of the Company during
the period under review.
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of the
Company between the end of period to which this financial statements relate and the date
of this Report.
15. VIGIL MECHANISM
Company has suitable vigil mechanism to deal with essence of fraud and miss management,
if any.
16. ANNUAL RETURN
As required under Section 92(3) of the Companies Act 2013, Annual Return of the Company
is available on the website of the Company at the weblink http://www.atvprojects.co.in/.
17. SUBSIDARIES, JOINT VENTURE AND ASSOCIATES COMPANIES:
There are no subsidiaries, Joint Venture and Associates Companies of ATV Projects India
Limited.
18. INTERNAL AUDITOR
In accordance with the provisions of Section 138 of the Companies Act, 2013, the
Company has appointed M/S N.S. Bhatt and Co, Chartered Accountant as an Internal Auditor
who reports to the Audit Committee. Quarterly internal audit reports are submitted to the
Audit Committee which reviews the audit reports and suggests necessary action.
19. STATUTORY AUDITORS
At the 35th Annual General Meeting of the Company held on 10th August, 2022 the members
approved appointment of M/S. RHAD & Co. (FR No 102588W) Chartered Accountants for
second term, as Statutory Auditors of the Company to hold office for a period of five
years from the conclusion of that Annual General Meeting till the conclusion of the 40th
Annual General Meeting, subject to ratification of their appointment by members at every
Annual General Meeting if so required by the Companies Act 2013. Vide notification dated
May 7, 2018, the Ministry of Corporate Affairs has done away with the requirement of
seeking ratification of members for appointment of auditors at every Annual General
Meeting. Accordingly, no resolution is being proposed for ratification of appointment of
statutory auditors at the 36th Annual General Meeting.
The comments by the Auditors in their Report are self-explanatory and in the opinion of
the Board do not require any further clarifications
The Auditors Reports on the Financial Statements for the financial year ended March
31, 2023 does not contain any qualification, reservation or adverse remark requiring any
explanations / comments by the Board of Directors.
The comments by the Auditors in their Report are self-explanatory and, in the opinion
of the Board, do not require any further clarifications.
20. 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 Company has
appointed Ms. ND & Associates, Practising Company Secretary (COP No: 4741) to
undertake the Secretarial Audit of the Company. Your Company has received consent Ms. ND
& Associates, Practising Company Secretary to act as the auditor for conducting audit
of the Secretarial records for the financial year ending 31st March, 2023.
The Report of the Secretarial Auditor for the financial year ended 31st March, 2023 is
annexed as Annexure- 1.
The comments by the Auditors in their Report are self-explanatory and in the opinion of
the Board do not require any further clarifications.
21. CORPORATE GOVERNANCE
Your company adheres to all the requirements of the Corporate Governance both in letter
and spirit. Your company is complying with the conditions as prescribed under Regulation
72 and 27 of SEBI LODR 2015. Code of Conduct as applicable to the directors, Key
Managerial Personnel and the senior management personnel has also been put in place. Your
company continues to maintain an internal control system headed by an Internal Audit Team
and which the Audit Committee continuously reviews.
A separate section on Corporate Governance and a certificate from the Auditors
confirming compliance with the Corporate Governance requirements as stipulated in
Regulation 72 and 27 of SEBI (LODR) Regulations, 2015 entered into with the Stock
Exchanges, form part of this Annual Report.
22. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a Prevention of Sexual Harassment Policy in line with the
requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition
& Redressal) Act, 2013, An Internal Complaints Committee has also been set up to
redress complaints received on sexual harassment. All employees (Permanent, contractual,
temporary, trainees) are covered under this policy. Your Directors state that during the
year under review, there were no cases filed pursuant to the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
23. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS
The Board has adopted the procedures for ensuring the orderly and efficient conduct of
its business, including adherence to the Companys policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy and completeness
of the accounting record and the timely preparation of reliable financial disclosures.
24. EMPLOYEE RELATIONS
Your Directors wish to place sincere thank to all the employees and officers for their
cordial relations and valuable services, which continued to be rendered by them to the
Company.
25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO.
The Company continues to economies in every sphere including that of power and fuel by
avoiding all wasteful expenditure and cutting costs. Company has already done feasibility
for installing solar energy system to reduce direct energy cost and taking suitable action
in this direction. Technology improvement also has been made at Mathura factory by
changing the quality of electrode and up gradation of welding rectifiers.
Company has not received any foreign exchange and there was no outflow of foreign
exchange during the year except foreign travelling.
26. DEMATERIALISATION OF SHARES
The Company has entered into agreements with both National Securities Depository
Limited (NSDL) and Central Depository Services Limited (CDSL) whereby the shareholders
have an option to dematerialize their shares with either of the Depository. As on 31st
March 2023 total 67.83%of the equity share of the company has been dematerialized.
27. LISTING OF SHARES AT BSE
Shares of the company are listed on Bombay Stock Exchange and are being traded there.
28. RELATED PARTY TRANSACTIONS
In line with the requirements of the Companies Act, 2013 and Listing Regulations, the
company has formulated a Policy on Related Party Transactions. All related party
transactions that were entered into during the Financial Year 2022-2023 were on an arms
length basis and were in the ordinary course of business. All Related Party Transactions
have been placed before the Audit Committee and also the Board for their approval.
The Form AOC 2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule
8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure -2.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
There were no loans, guarantees or investments made by the Company pursuant to the
provisions of the Section 186 of the Companies Act, 2013 during the year under review.
30. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company has developed a
Risk Management Policy to identify the elements of risk, if any, which may threaten the
existence of the Company.
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on continuing basis. These are
discussed at the meetings of the Audit Committee and the Board of Directors of the
Company.
At present the Company has not identified any element of risk, which may threaten the
existence of the Company.
The Companys internal control systems with reference to the Financial Statements are
adequate and commensurate with the nature of its business and the size and complexity of
its operations. These are routinely tested by Statutory as well as Internal Auditors.
Significant audit observations, if any and follow up actions thereon are reported to
the Audit Committee.
31. COST RECORDS
The Company has proper maintenance of cost records as specified by the Central
Government under sub section (1) of 148 of the Companies Acts, 2013 and proper accounts
and records are being maintained.
32. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility Committee comprises of Three Director, Mr. Mahesh
Chaturvedi, Chairman and Mrs. Payal Sanghvi and Mr. K. S. Nalwaya are its Members. The
Composition of CSR Committee is in accordance with the provisions of Section 135 of the
Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules,
2014.
The Company had average net profit of Rs. 284.48 lacs for last immediately preceding
three financial years and two percent of the average net profits of your Company is Rs.
5.69 Lacs.
Your Company, during the year 2022-23 spent total CSR contribution of Rs. 5.69 Lacs for
the school Benches on the request of local administration of Mathura, Uttar Pradesh, under
Corporate Social Responsibility (CSR) activity.
33. SIGNIFICANT ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
There are no significant material orders passed by the Regulators / Courts /Tribunals
which would impact the going concern status of the Company and its future operations.
34. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
a. Details relating to deposits covered under Chapter V of the Act.
b. Issue of equity shares with differential rights as to dividend, voting or otherwise.
c. Issue of shares (Including Sweat Equity Shares) to employees of the Company under
any Scheme.
Our Website is http://atvprojects.co.in/ copy of the annual return is placed on our
website.
35. ACKNOWLEDGMENT
Your Directors gratefully acknowledge the continuing faith and support extended by the
Central Government, State Government, Banks, Financial Institutions, Shareholders,
Creditors, Staff, workers and Others who have supported the Company and hope to receive
their continued support.
|
For and on behalf of the Board of Directors |
|
M. V. CHATURVEDI |
|
Chairman |
|
(DIN: 00086331) |
| Place: Mumbai |
|
| Dated: 10.05.2023 |
|
+91-9892691696
