AARV Infratel Ltd Directors Report.

To

The Members,

Your Directors have pleasure in presenting the 28th Annual Report of Aarv Infratel Limited (the Company) together with the Audited accounts for the financial year ended 31st March 2020.

Financial Results (In Rs. Lakhs)

PARTICULARS Financial Year 2019-20 Financial Year 2018-19
Total Income 6.52 -
Total Expenditure 27.39 7.73
Profit/(Loss) before Depreciation & Financial Charges (20.85) (7.71)
Depreciation 0.02 0.02
Financial Charges - -
Profit/Loss Before Tax (20.87) (7.73)
Prior period items - -
Provision for tax - -
Deferred tax - -
Net Profit/(Loss) (20.87) (7.73)

STATE OF THE COMPANYS AFFAIRS:

In the year 2019-20, the Company has reported 6.52 Lakhs net revenue. However, Profit before Tax for the year under review stood at Rs. (20.85) Lakhs as compared to Rs. (7.73) Lakhs reported last year. Loss incurred in this year was predominantly on account of stiff market conditions which prevailed during the year and the consequent lower realization.

REVIEW OF OPERATIONS:

During the financial year 2019-20, your Company revenue from the operations is NIL/- TRASFER TO RESERVES:

"The Board of Directors of AARV Infratel Limited has decided not to transfer any amount to the Reserves for the year 2019-20 under review."

DIVIDEND:

The Board of directors does not recommend any dividend for the year as at 31st March, 2020 and no amount was transferred to General Reserve as there are no profits in the Company for the FY 2019-20.

SHARE CAPITAL:

The Fully Paid up Equity share Capital as on 31st March, 2020 was Rs 4,58,92,380/- DIRECTORS APPOINTMENT/ RE-APPOINTMENT:

In terms of the provisions of sub-section 152 of the act,2013 two third of the total number of directors i.e., excluding Independent Directors are liable to retire by rotation and out of which, one third is liable to retire by rotation every annual general meeting.

Mr. Mogulla Sandeep Reddy (DIN: 02939213), is liable to retire by rotation, at AGM and being eligible, offer themselves for re-appointment.

KEY MANAGERIAL PERSONAL:

1. Company Secretary (CS):

During the year under review, Mr. Deepak Muthyam, (Membership No: 47674), who was appointed as the Whole Time Company Secretary (CS) of the Company on 14th November, 2018, owing to his personal reasons resigned from the office of Company Secretary dated 23 rd December, 2019.

Mrs. Anita Sakuru, Managing Director and Mr. Raghuveer Sakuru, ChiefFinancial Officer are KMP of the company in terms of section 2(51) and Section 203 of the Companies Act,2013 as on date of this Report.

INDEPENDENT DIRECTORS DECLARATION:

The Company has received necessary declaration, from each Independent director under 149(7) of the Companies Act, 2013, that he/she meets the criteria of Independence laid down under section 149(6) of the Companies Act 2013.

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the provisions of Section 73 and 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 from its members and public during the Financial Year.

COVID-19 AND ITS IMPACT:

The impact of COVID-19 on the Company is being closely reviewed with the Management by the Directors from time to time.

MEETINGS OF THE BOARD:

The Board met Six times during the financial year 2019-20 viz., on 27.05.2019, 13.08.2019, 04.09.2019, 14.11.2019, 23.12.2019, 14.02.2020, the maximum interval between any two meetings did not exceed 120 days.

STATUTORY AUDITORS:

The Audit Report issued by M/s. NSVR & ASSOCIATES LLP, Statutory Auditors for the financial year ended 31st March, 2020 forms part of this Report. There are no qualifications, reservations or adverse remarks made by the Statutory Auditors, which requires explanation or comments from the Board.

As per Section 139 of the Companies Act 2013, M/s NSVR & ASSOCIATES LLP., Chartered Accountants, (ICAI Firm Registration Number: 088001S) was appointed as Statutory Auditors for a period of Five (05) years i.e. from conclusion of 23rd Annual General Meeting held in the year 2015 till the conclusion of the 28th Annual General Meeting to be held in year 2020.

Further the Auditor appointed at the 23rd Annual General Meeting, the period of 5 years has been expired at this Annual General Meeting, the Retiring Auditor has consented himself to act as Statutory Auditor of the Company for another period of 5 Years i.e., from the conclusion of this Annual General Meeting to 33rd Annual General Meeting, accordingly draft resolution for the appointment of Auditor has been attached.

None of the Directors, key managerial personnel are interested to the above stated Resolution.

AUDITORS REPORT AND NOTES ON ACCOUNTS:

The Board has duly reviewed the Statutory Auditors Report for the Financial Year ended 31 st March, 2020. There were no qualifications/observations in the Report.

The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under sub-section (12) of section 143 of the Companies Act, 2013, during the year under review.

INTERNAL AUDITORS:

The Board of Directors based on the recommendation of the Audit Committee has appointed. Ms. Sravanthi Karuturi, Chartered Accountant (Membership No.239567), and Hyderabad, as the Internal Auditor of your Company. The Internal Auditors are submitting their reports on quarterly basis.

SECRETARIAL AUDITOR:

M/s. P.S. Rao & Associates, Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the financial year 2019-20, as required under Section 204 of the Companies Act, 2013 and Rules there-under. The secretarial audit report for FY 2019-20, forms part of the Annual Report as Annexure I to the Boards report. The Board has appointed M/s. P.S.Rao & Associates, Practicing Company Secretaries, as secretarial auditors of the Company for the financial year 2020-21.

RISK MANAGEMENT POLICY:

The Company has developed and implementing a risk management policy which includes the identification therein of elements of risk, which in the opinion of the board may threaten the existence of the Company.

COMPOSITION OF AUDIT COMMITTEE:

The Board has constituted Audit Committee as per the provisions of Section 177 of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee of the Company comprises the following Members:

Mr. Mallikharjuna Rao Yerrapragada Chairman
Mr. Praveen Reddy Cheruku Member
Mr. Mogulla Sandeep Reddy Member

All the recommendations made by the Audit Committee of the Company have been considered and accepted by the Board of Directors of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The additional information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, stipulated under Section 134 (3)(m) of the Companies Act, 2013 read with the rule 8 to the Companies (Accounts) Rules, 2014 are provided as an "Annexure II" to this report.

ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF DIRECTORS.

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and other Committees.

A structured questionnaire was prepared after considering the inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance ofindividual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process.

INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY:

The Board has adopted policies and procedures for ensuring orderly and efficient conduct of its business, including adherence to Companys policies, safeguarding of its assets, prevention detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

SUBSIDIARIES:

The Company has no subsidiaries; statement pertaining to the same in AOC-1 is annexed herewith as "Annexure - III."

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER MATTERS:

(a) Procedure for Nomination and Appointment of Directors:

The Nomination and Remuneration Committee has been formed pursuant to and in compliance with Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and pursuant to Section 178 of the Companies Act, 2013. The main object of this Committee is to identify persons who are qualified to become directors and who may be appointed in senior management of the Company, recommend to the Board their appointment and removal and to carry out evaluation of every Directors performance, recommend the remuneration package of both the Executive and the NonExecutive Directors on the Board and also the remuneration of Senior Management, one level below the Board. The Committee reviews the remuneration package payable to Executive Director(s) and recommends to the Board the same and acts in terms of reference of the Board from time to time.

On the recommendation of the Nomination and Remuneration Committee, the Board has adopted and framed a Remuneration Policy for the Directors, Key Managerial Personnel and other Employees pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

The remuneration determined for Executive/Independent Directors is subject to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors. The NonExecutive Directors are compensated by way of profit-sharing Commission and the Non-Executive Directors are entitled to sitting fees for the Board/Committee Meetings. The remuneration paid to Directors, Key Managerial Personnel and all other employees is in accordance with the Remuneration Policy of the Company.

The Nomination and Remuneration Policy and other matters provided in Section 178(3) of the Act and Regulation 19 of SEBI Listing Regulations have been disclosed in the Corporate Governance Report, which forms part of this Report.

(b) Familiarization/ Orientation program for Independent Directors: A formal familiarization programme was conducted about the amendments in the Companies Act, 2013, Rules prescribed there under, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and all other applicable laws of the Company.

It is the general practice of the Company to notify the changes in all the applicable laws from time to time in every Board Meeting conducted.

FIXED DEPOSITS:

Your Company has not accepted any fixed deposits and as such no principal or interest was outstanding as on the date of the Balance sheet.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: N.A.

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (5) of the Companies Act, 2013 Your Directo rs confirm that:

i) In preparation of annual accounts for the financial year ended 31st March, 2020, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) The Directors have selected such accounting policies and applied them consistently and made j udgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2020 and of the profit and loss of the Company for the year;

iii) The Directors have taken proper and sufficient care for their maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The Directors had prepared the annual accounts on a ‘going concern basis;

v) 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; and

vi) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

VIGILANCE MECHANISM / WHISTLE BLOWER POLICY:

The Whistle Blower (Vigil) mechanism provides a channel to the employees to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy and also provides for adequate safeguards against victimization of employees by giving them direct access to the Chairman of the Audit Committee in exceptional cases.

The Policy covers malpractices and events which have taken place / suspected to have taken place, misuse or abuse of authority, fraud or suspected fraud, violation of Company rules, manipulations, negligence

causing danger to public health and safety, misappropriation of monies, and other matters or activity on account of which the interest of the Company is affected and formally reported by whistle blowers concerning its employees.

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the Financial Year 2019-20, Company has not entered significant related party transaction. EXTRACT OF ANNUAL RETURN:

The details forming part ofthe extract ofthe Annual Return in form MGT-9 is annexed herewith as "Annexure IV" to this report.

STATE OF AFFAIRS OF THE COMPANY:

The State of Affairs of the Company is presented as part of Management Discussion and Analysis Report forming part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS:

Pursuant to Regulation 34 (2) (e)of Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Management Discussion & Analysis is herewith annexed as "Annexure V" to this report.

CORPORATE GOVERNANCE: N.A.

Company is having paid up equity share capital of Rs. 4,58,92,380 which is not exceeding Rs.10 crore and Net worth is Rs. (-65.80 lakhs) which is not exceeding Rs.25 crore, as on the last day of the financial year 2019-2020. Hence the provisions of Regulations 17, 18, 19, 20, 21,22, 23, 24, 25, 26, 27 and clauses (b) to (i) of sub-regulation 2 of Regulation 46 and para C, D & E of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, are not applicable to the Company.

FRAUD:

No Fraud by the company or on the company by its officer or employees during the year.

MATERIAL CHANGES AND COMMITMENTS: NA HUMAN RESOURCES:

Your Company considers its Human Resources as the key to achieve its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered and such work environment propelsthem to achieve higher levels ofperformance. The unflinching commitment of the employees is the driving force behind the Companys vision. Your Company appreciates the spirit of its dedicated employees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees ofthe Company is herewith annexed as Annexure- VI.

ACKNOWLEDGMENT AND APPRECIATION:

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business associates for their consistent support and continued encouragement to the Company.

Further your Directors convey their appreciation for the whole hearted and committed efforts by all its employees.

Your Directors gratefully acknowledge the ongoing co-operation and support provided by the Central and State Governments, Stock Exchanges, SEBI, RBI and other Regulatory Bodies.

By order of the Board of Directors For Aarv Infratel Limited

Sd/- Sd/-
JHANSI ANNE LAKSHMI ANITA SAKURU
Chairman & Non-Executive Director Managing Director
(DIN: 05243450) (DIN: 00475947)
Date: 04th September, 2020
Place: Bangalore