aarv infratel ltd Directors report

To

The Members,

Your Directors have pleasure in presenting the 30th Annual Report of ‘AARV Infratel Limited’ (the Company) together with the Audited accounts for the financial year ended 31st March 2022.

FINANCIAL RESULTS:

The performance of the Company for the financial year ended 31st March 2022 is summarized below:

Financial Results

(In Rs. Lakhs)

PARTICULARS	Financial Year 2021-22	Financial Year 2020-21
Total Income	28.24	0.00
Total Expenditure	8.23	10.81
Profit/(Loss) before Depreciation & Financial Charges	20.01	(10.80)
Depreciation	0.02	0.01
Financial Charges
Profit/Loss Before Tax	20.01	(10.81)
Prior period items
Provision for tax
Deferred tax
Net Profit/(Loss)	20.01	(10.81)

FINANCIAL PERFORMANCE AND STATE OF COMPANY’S AFFAIRS:

In the year 2021-22, the Company has reported net revenue. Hence, Profit before Tax for the year under review stood at Rs. 20.01 Lakhs as compared to Rs. (10.80) 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. There is No Change in the nature of Business.

TRANSFER OF AMOUNT TO RESERVES:

The Company has not proposed to transfer any amount to the general reserve for the financial year ended 31st March, 2022.

DIVIDEND:

The Board of directors does not recommend any dividend for the year as at 31st March, 2022.

DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 [SEBI Listing Regulations], the Board of Directors of the Company had formulated a Dividend Distribution Policy (‘the Policy’). The Policy is available on the Company’s website URL: https://aarvinfratel.com/

LISTING OF EQUITY SHARES:

The Company shares are listed in BSE Limited and are infrequently traded.

There is no change in share capital:

• Buy Back of Securities The company has not bought back any of its securities.

• Sweat Equity Shares The company has not issued any Sweat Equity Shares.

• Bonus Shares No Bonus shares were issued during the year.

• Preference Shares/Debentures Company has not issued any Preference shares/Debentures.

• Employees Stock Option Plan Company has not provided any Stock Option Scheme.

OPEN OFFER UNDER SEBI (SAST) REGULATIONS, 2011:

During the year Open Offer made by Mr. Bhasker K Bhatt ("Acquirer 1"), Mr. Madhav Bhasker Bhatt ("Acquirer 2"), Mr. Pathika B Bhatt ("Acquirer 3") and Mr. Rohan R Bhatt("Acquirer 4"), (hereinafter collectively referred to as ("Acquirers ") to the Equity Shareholders of AARV Infratel Limited (hereinafter referred to as "AARV"/"Target Company") pursuant to and in compliance with regulation 3(1) and 4 of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 to acquire up to 11,93,202 Equity Shares of ¹ 10/- each representing 26% of the Equity Share Capital/Voting Capital of the Target Company ("Offer Size") at an Offer Price per equity share of 1 3.60 per Equity Share ("Offer Price"), payable in cash, subject to the terms and conditions set out in the PA, DPS, DLoF and LoF sent to the Public Shareholders of the Target Company.

The Acquirers post the Acquisition hold officially 34,21,955 Equity Shares of 1 10/- each representing 74.56 % of the Equity Share Capital/Voting Capital of the Target Company. The takeover was completed in the month of May, 2022.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Appointment / Re-appointment

At the forthcoming AGM approval of the Members will be sought to the following appointment:

Mr Hari Prasad Puttumurthi (DIN: 09633295) as an Additional and Non-Executive (Independent) Director of the Company, not liable to retire by rotation, for a tenure of 5 (five) years w.e.f June 30th 2022, subject to approval of Members at this AGM. He shall hold office as an Additional Director upto the date of this AGM and is eligible for appointment as a Director.

Mr Bhasker. K. Bhatt (DIN: 09463033) as an Additional and Executive (Non- Independent) Director of the Company, not liable to retire by rotation, for a tenure of 5 (five) years w.e.f June 30th 2022, subject to approval of Members at this AGM. He shall hold office as an Additional Director upto the date of this AGM and is eligible for appointment as an Executive (Non- Independent) Director.

Mr Madhav. B. Bhatt (DIN: 09486950) as a Executive (Non- Independent) Director of the Company, liable to retire by rotation. He shall hold office as an Additional Director upto the date of this AGM and is eligible for appointment as a Director.

In accordance with provisions of the Act and the Articles of Association of the Company, Mrs Anita Sakuru, (DIN: 00475947), Non-Executive (Non-Independent) Director retires by rotation at the ensuing AGM and being eligible offers herself for re-appointment.

The disclosures required pursuant to Regulation 36 of the SEBI Listing Regulations and the Secretarial Standards on General Meeting (‘SS-2’) are given in the Notice of this AGM, forming part of the Annual Report.

Mr Rohan Rajendrakumar Bhatt (PAN: AJBPB5787F) was appointed as a Chief Financial Officer of the Company with effect from June 30^th 2022.

Mr. Yerrapragada Mallikarjuna Rao (DIN: 00905266), as Non- Executive (Independent) Director of the Company, not liable to retire by rotation, for the second term i.e. from January 1, 2020 to December 31^st, 2024.

The Following Directors of the company resigned with effect from June 30^th , 2022

1. Raghuveer Sakuru (00475998) - Whole-Time Director & Chief Financial Officer

2. Mogulla Sandeep Reddy (02939213) - Director

3. Jhansi Anne Lakshmi (05243450) - Director

4. Praveen Reddy Cheruku (01807406) - Director

DECLARATION BY INDEPENDENT DIRECTORS:

In terms of Section 149 of the Act and SEBI Listing Regulations Mr. Yerrapragada Mallikarjuna Rao Mr. Hari Prasad Puttumurthi are the Independent Directors of the Company as on date of this report.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of directors and Senior Managers. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has received confirmation from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management

Independent Directors of the company have additionally met 2 times in the financial year 2021 22, including for:

a. To review the performance of non independent Directors and the Board as a whole,

b. To review the performance of Board taking into account the views of executive and non executive directors;

c. To assess the quality, quantity and timeliness of flow of information between the company management and the Board which is necessary for the Board to effectively and reasonably perform their duties

APPOINTMENT OF THE REGISTRAR & SHARE TRANSFER AGENT:

At present Venture Capital and Corporate Investments Pvt. Ltd. is the Registrar & Share Transfer Agent of the Company. Members may contact the RTA for resolving any query related to shares or for effecting transfer of shares, etc.

CODE OF CONDUCT:

The Company has laid down a "Code of Business Conduct and Ethics" for the Directors and the Senior Management Personnel. The Board has also approved a Code of Conduct for the Non-Executive Directors of the Company, which incorporates the duties of Independent Directors as laid down in Schedule IV of Companies Act, 2013. The policy on code of conduct is available at the website of the Company https://aarvinfratel.com/our-services/investor-comer/

CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:

Code of Conduct for the Prevention of Insider Trading is in accordance with the requirements specified in the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the Board has adopted the same. Insider Trading Policy explains the guidelines and procedures to be followed and disclosures to be made while dealing with shares as well as the consequences of violation of norms. Insider Trading Policy is available on the website of the Company.

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, the Key Managerial Personnel (‘KMPs’) of the Company during FY 2021-22 are:

1. Bhasker K Bhatt is Managing Director (w.e.f 30-06-2022)

2. Rohan Rajendrakumar Bhatt is Chief Financial Officer (w.e.f 30-06-2022)

3. Asfar Faiz Imam is Company Secretary

MEETINGS OF BOARD:

During the year, the Board of Directors met 4 times, i.e., on June 30, 2021; August 13, 2021; November 12, 2021; February 02^nd, 2022, February 04^th, 2022.

The maximum interval between any two meetings did not exceed 120 days

COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

•• Audit Committee

•• Nomination and Remuneration Committee

•• Stakeholders’ Relationship Committee

Details of composition, terms of reference and number of meetings held for respective committees Further, during the year under review, all recommendations made by the various committees have been accepted by the Board.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION:

The Company’s Policy on Directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act. The policy on Directors appointment and remuneration is available at the website of the Company https://aarvinfratel.com/our-services/investor-corner/

SELECTION AND PROCEDURE FOR NOMINATION AND APPOINTMENT OF DIRECTORS:

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a director’s appointment or re- appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board. The policy on the same is available at the website of the Company https://aarvinfratel.com/our-services/investor-corner/

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 Section186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

PREVENTION OF SEXUAL HARASSMENT

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 the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee (‘ICC’) is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

During FY 2021-22, the Company had received 0 complaints on sexual harassment.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013 and based on the representations received from the management, the directors hereby confirm that:

i. In the preparation of the annual accounts for the financial year 2021-22, the applicable accounting standards have been followed and there are no material departures.

ii. They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the financial year;

iii. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Act. They confirm that there are adequate systems and controls for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. They have prepared the annual accounts on a going concern basis;

v. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; and

vi. They have 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 Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the AARV Code of Conduct (‘ACoC’), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the ACoC cannot be undermined. Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behavior, actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the Chairperson of the Audit Committee. In addition to the above, the employee also has an option to approach the Chief Ethics Counsellor (‘CEC’). Details of the Vigil Mechanism and Whistle Blower Policy. The policy on the Vigil Mechanism is available at the website of the Company https://aarvinfratel.com/our-services/investor-corner.

REPORTING OF FRAUDS:

There was no such instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Act and the rules made thereunder.

AUDIT:

STATUTORY AUDITORS:

1. M/s NSVR & Associates LLP (Formerly known as Nekkanti Srinivasu & Co ,Chartered Accountants (Firm Regn. No. 008801S/S200060) has submitted their resignation from the conclusion of this AGM due to the reasons mentioned in the resignation letter .

2. M/s MHA & Associates LLP, Chartered Accountants, Firm Registration no. S200133 as the Statutory Auditors of the Company for a period of five (5) years from the conclusion of the ensuing 30th Annual General Meeting (AGM) of the Company till the conclusion of the 35th Annual General Meeting (AGM) of the Company by the members of the Company subject to ratification by the members at their subsequent AGM as stipulated in Section 139 of the Companies Act, 2013. Whereas the provisions of Section 139 of the Companies Act, 2013 relating to ratification of appointment of auditors by the members has been omitted by the Companies (Amendment) Act, 2017, their appointment is valid till the conclusion of 35^th AGM of the Company.

AUDITORS’ REPORT:

There are no qualifications, reservations or adverse remarks made by M/s NSVR & Associates LLP (Formerly known as Nekkanti Srinivasu & Co, Chartered Accountants (Firm Regn.No.008801S/ S200060), Statutory Auditors in their report for the Financial Year ended 31st March, 2022. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company under sub-section (12) of section143 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 re-appointed Ms. Swati Doogar & Co.FRN - 017620S Membership number - 233924, as the Internal Auditor of your Company. The Internal Auditors shall be submitting their reports on quarterly basis.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

According to Section 134(5)(e) of the Companies Act, 2013 the term Internal Financial Control (IFC) means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, safeguarding of its assets, prevention and detection of frauds, errors, accuracy and completeness of the accounting records and timely preparation of financial information. Company has well placed, proper and adequate internal financial control system, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is well defined in the Organization. The internal financial control system ensures that all assets are safeguarded and protected and that the transactions are authorized, recorded and reported correctly. Internal Auditors independently evaluate the adequacy of internal controls and audit the transactions. Independence of the audit and compliance is ensured by timely supervision of the Audit Committee over Internal Audit findings. Significant audit observations and corrective actions as suggested are presented to the Audit Committee on regularly basis.

SECRETARIAL AUDITOR:

M/s. N.Vanitha, Practicing Company Secretary, was appointed to conduct the Secretarial Audit of the Company for the financial year 2021-22,as required under Section 204 of the Companies Act, 2013 and Rules made there-under. The secretarial audit report for FY 2021 - 22, is given in Form No: MR 3 is herewith annexed as Annexure-I attached hereto and forms part of this Report. The Board has appointed M/s. N.Vanitha, Practicing Company Secretary, as secretarial auditors of the Company for the financial year 2021-22.

SECRETARIAL AUDIT REPORT:

There are no qualifications, reservations or adverse remarks made by M/s. N.Vanitha , Practicing Company Secretary in their report for the Financial Year ended 31st March, 2022.is enclosed herewith as Annexure-I.

Compliance with Secretarial Standards on Board Meetings and General Meetings:

During the current FY 2021-22, the Company has complied with secretarial standards issued by the Institute of Company Secretaries of India on Board of Directors Meetings and Annual General Meetings.

RISK MANAGEMENT POLICY:

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

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of section 135(1) and read with all other applicable provisions of the Companies Act, 2013 and the Companies (Corporate social responsibility policy) Rules,2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), corporate social responsibility is not applicable to the Company during the financial year 2021-22.

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 Mr. Yerrapragada Mallikarjuna Rao - Chairman, Mr. Hari Prasad Puttumurthi - Member, Anitha Sakuru-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 OUTGO:

Information required under section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, is enclosed herewith as Annexure-II.

PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure-V. Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this Report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members, excluding the aforesaid Annexure. The said Statement is also open for inspection by the Members through electronic mode. Any member interested in obtaining a copy of the same may write to the Company Secretary. None of the employees listed in the said Annexure are related to any Director of the Company.

BUSINESS RESPONSIBILITY REPORT:

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, the Business Responsibility Report (BRR) on initiatives taken from an environmental, social and governance perspective, in the prescribed format is available as a separate section of the Annual Report.

OPERATIONS:

Our reputation for excellence and integrity earned through the consistent delivery of quality work & by adhering the standard of business conduct through principles of Corporate Governance continues to be most valuable assets. As we position ourselves for the future, our standard of excellence, integrity and accountability will serve us well. Further, no material events, commitment and changes occurred between the end of the financial year of the company to which the financial statements relate and to the date of this Report

SUBSIDIARIES:

The Company has no subsidiaries as on 31st March, 2022. Annexure-IIl

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the Financial Year 2020-21, Company has not entered significant related party transaction.

EXTRACT OF ANNUAL RETURN:

The Annual Return of the Company for the financial year 2021-22 is on the website https://aarvinfratel.com/ our-services/investor-corner/

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 AND ANALYSIS:

Pursuant to Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015, are part of Management Discussion & Analysis is herewith annexed as Annexure-IV.

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 not exceeding Rs.25 crore, as on the last day of the financial year 2021-2022. 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.

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 propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company’s 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/ Tribunals which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OFTHE COMPANY:

There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the Financial Year 2021-22 of the Company and the date of this report except for the change in the promoters of the company as detailed under the head open offer under Sebi (SAST) Regulations, 2011 to this report.

The company underwent the following changes post 31.03.2022 :

1. The company has received the approval of the shareholders vide their resolution passed through postal ballot on August 14, 2022 for the change of the name of the company from AARV Infratel Limited to Bhudevi Infra Projects Limited and the same is subject to the approval of the ROC, Karnataka.

2. The company has received the approval of the shareholders vide their resolution passed through postal ballot on August 14, 2022 for the change of main objects of the company by replacing the existing sub clause 1 to 4 with new sub clause 1 to 4.

3. The company has received the approval of the shareholders vide their resolution passed through postal ballot on August 14, 2022 for the change of registered office of the Company from the state of Karnataka to the state of Telangana and the same is subject to the approval of the ROC, Karnataka and RD, South Eastern Region.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively

MAINTENANCE OF COST RECORDS:

The maintenance of Cost records as specified by the central government under sub-section (1) of section 148 of the Companies’ act, 2013, is not applicable to the Company Cautionary Statement:

Statements in the Director’s Report and the Management Discussion and Analysis Report describing the Company’s objectives, projections, expectations, estimates or forecasts may be forward-looking within the meaning of applicable laws and regulations. Actual results may differ substantially or materially from those expressed or implied therein due to risks and uncertainties. Important factors that could influence the Company’s operations, inter alia, include input availability and prices, changes in government regulations, tax laws, economic, political developments within the country and other factors such as litigations and industrial relations.

INVESTOR EDUCATION AND PROTECTION FUND:

Refer Report on Corporate Governance para on Transfer of unclaimed / unpaid amounts / shares to the Investor Education and Protection Fund (‘IEPF’) for additional details.

ACKNOWLEDGEMENTS:

Your Directors wish to express their gratitude to the central and state government, investors, analysts, financial institutions, banks, business associates and customers, the medical profession, distributors and suppliers for their whole-hearted support. Your directors commend all the employees of your company for their continued dedication, significant contributions, hard work and commitment.

	For and on behalf of the Board
	For AARV INFRATEL LIMITED
	Sd/-
	Bhasker K Bhatt
Date : 06th September, 2022	Chairman & Managing Director
Place : Hyderabad.	(DIN: 09463033)