Dear Members,
Your Directors have pleasure in presenting the 37th Directors' Report and the Audited
Statement of Accounts of the Company for the Financial Year ended 31.03.2023.
1. FINANCIAL SUMMARY/HIGHLIGHTS, OPERATIONS STATE OF AFFAIRS:
The performance during the period ended 31st March, 2023 has been as under:
(Rs. in lakhs)
Particulars |
2022-23 |
2021-22 |
| Total Income |
183.03 |
325.07 |
| Total Expenditure |
156.40 |
317.46 |
| Profit Before Tax |
26.63 |
7.61 |
| Provision for Tax/Deferred Tax |
4.45 |
1.98 |
| Profit after Tax |
22.17 |
5.63 |
| Transfer to General Reserves |
- |
- |
| Profit available for appropriation |
22.17 |
5.63 |
| Provision for Proposed Dividend |
- |
- |
| Provision for Dividend Tax |
- |
- |
| Balance Carried to Balance Sheet |
22.17 |
5.63 |
| Basic EPS |
1.07 |
0.27 |
| Diluted EPS (in Rs.) |
1.07 |
0.27 |
2. REVIEW OF OPERATIONS:
During the year under review the Company has earned the total income of Rs.183.03 lakhs
and net profit of Rs.22.17 Lakhs as compared to the total income of Rs. 325.07 lakhs and
net profit of Rs. 5.63 lakhs in the previous financial year 2021-22.
3. DIVIDEND :
The Board has not recommended any dividend for the year 2022-23.
4. 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 this Report.
5. RESERVES
The Closing balance of reserves, including retained earnings, of the Company as at
31.03.2023 is Rs. 4,45,857/-
6. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY:
The Company is currently engaged in trading of Bio pesticides, fertilizers and agri
inputs. Company to diversify into FMCG and beverages sector apart from carrying out the
existing business activities of Bio pesticides, fertilizers and agri inputs and
recommended the alteration in the Main objects of the Company.
Therefore, the members in the Extra Ordinary General Meeting held on 15.07.2022
approved alteration of objects clause of the company by way of passing Special Resolution.
7. OPEN OFFER
The erstwhile promoters of the Company viz, Mr. Praveen Kumar and Mr. Mittapalli
Ramarao, of the target company have entered into a Share Purchase Agreement dated
14.07.2022 with Mr. Pabbathi Badri Narayan Murthy, Dathvik Pabbathi and PSR
Mahalakshmiprasanna for acquisition of 1,88,191 Equity Shares constituting 9.09% of voting
share capital of the Target Company. The said acquisition has triggered the open offer in
terms of SEBi (SAST) Regulations, 2011 and accordingly all the due procedure for the Open
Offer was followed by the acquirer including disclosure of Public Announcement, Draft
Letter of Offer to
SEBI with the help of the Merchant Banker, Capital Square Advisors Private Limited,
appointed by the Acquirer.
After approval from SEBI, Letter of Offer dated 08.09.2022 was sent to all the public
shareholders for tendering their shares @ Rs. 30 per share as determined by the Registered
Valuer. The Merchant Banker, thereafter submitted Post Offer Public Announcement dated
15.10.2022 on the successful completion of the open offer. The Board perused the
Announcement dated 15.10.2022 submitted by Capital Square Advisors Private Limited on the
successful completion of the open offer process, resulting in change of ownership and
management of the Company and invited the new management to take control of the Company
under the guidance of Mr. Pabbathi Badri Narayan Murthy.
8. 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
(06.09.2023).
During the year under review the whole Board of the company has been changed pursuant
to the open offer made by the acquirer (Mr. Pabbathi Badari Narayan Murthy) and persons
acting in concert with him on Thursday, July 14, 2022.
And on successfully completion of the open offer the said acquirer exercised his rights
and appointed new Board members in place of old Board members in the Board meeting held on
10.11.2022 as additional Directors, who were regularized in the duly convened Extra
Ordinary General Meeting of the company held on 30.12.2022.
8. REVISION OF FINANCIAL STATEMENTS:
There was no revision of the financial statements for the year under review.
9. SHARE CAPITAL:
The authorised share capital of the Company is Rs.3,50,00,000/- divided into 35, 00,000
equity shares of Rs.10/- each.
The paid up share capital of the Company stands at Rs. 2,07,09,000 /- divided into
20,70,900 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, the Company was not required to transfer any amount to Investor
Education and Protection Fund (IEPF).
12. DIRECTORS OR KMP APPOINTED OR RESIGNED:
Mr. Badari Narayana Murthy Pabbathi retires by rotation and being eligible, offers
himself for re-appointment. A resolution seeking shareholders' approval for his
re-appointment along with other required details forms part of the Notice.
Appointments
SNo Name of the Director/KMP/Officer |
Designation |
Date |
| 1. Mr.PBN Murthy |
Whole-Time Director |
10.11.2023 |
| 2. Mr.Dathivik Pabbathi |
Whole-Time Director |
10.11.2023 |
| 3. Mr. Vishal Nadimpalli |
Whole-Time Director |
10.11.2023 |
| 4. Ms. Dhanalakshmi Guntaka |
Independent Director |
10.11.2023 |
| 5. Mr. Srikar Ranga |
Independent Director |
10.11.2023 |
| 6. Mr. Vijaya Rama Lakshmana Murthy |
Independent Director |
10.11.2023 |
Resignation
SNo Name of the Director/KMP/Officer |
Designation |
Date |
| 1. APabbathi Praveen Kumar |
Whole-time Director & CFO |
10.11.2023 |
| 2. APolsani Venkata Rama Rao |
Whole-Time Director |
10.11.2023 |
| 3. M Aditya Vardhan Reddy |
Independent Director |
10.11.2023 |
| 4. Vanaja Kumari Dokiparthi |
Independent Director |
10.11.2023 |
| 5. Raja Kumar Babulal |
Independent Director |
10.11.2023 |
| 6. Chandra Shekar Kondari |
Independent Director |
10.11.2023 |
The Board of the Company has changed pursuant to the open offer by Mr.PBN Murthy.
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 on 30.05.2022,
18.06.2022, 13.08.2022, 03.09.2022, 02.10.2022, 10.11.2022,
07.12.2022, 30.12.2022 and 27.01.2023 and in respect of which meetings, proper notices
were given and the proceedings were properly recorded and signed in the Minutes Book
maintained for the purpose.
SNo Directors |
Number of Board Meetings |
|
Held |
Present |
| 1. Pabbathi Praveen Kumar |
5 |
5 |
| 2. Polsani Venkata Rama Rao |
5 |
5 |
| 3. M Aditya Vardhan Reddy |
5 |
5 |
| 4. Vanaja Kumari Dokiparthi |
5 |
5 |
| 5. Raja Kumar Babulal |
5 |
5 |
| 6. Chandra Shekar Kondari |
5 |
5 |
| 7. **Mr.PBN Murthy |
4 |
4 |
| 8. **Mr.Dathivik Pabbathi |
4 |
4 |
| 9. **Mr. Vishal Nadimpalli |
4 |
4 |
| 10. ** Ms. Dhanalakshmi Guntaka |
4 |
4 |
| 11. ** Mr. Srikar Ranga |
4 |
4 |
| 12. ** Mr. Vijaya Rama Lakshmana Murthy |
4 |
4 |
Resigned w.e.f: 10.11.2022 ** Appointed w.e.f 10.11.2022
15. 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 27.01.2023 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.
16. 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 Annexure-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-2.
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.
17. 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, the ratio of remuneration to
median employees is as mentioned in Annexure- 1
18. 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:
1. That in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures;
2. 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 for that period;
3. 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;
4. That the Directors have prepared the annual accounts on a going concern basis:
5. 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
6. 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.
19. DETAILS OF ADEQUACY OF 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.
20. 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:
There have been no frauds reported by the auditors u/s 143(12).
21. CEO / CFO CERTIFICATION:
The Managing Director and Chief Financial Officer Certification on the financial
statements under Regulation 17 (8) of SEBI (Listing Obligations & Disclosure
Requirements), Regulations, 2015 for the year 2022-2023 is annexed in this Annual Report.
22. 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.
23. 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
31,2023, 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.
The Company complied with this requirement within the prescribed timelines.
24. 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 Companies Act, 2013.
25. RELATED PARTY TRANSACTIONS:
Our Company has formulated a policy on related party transactions which is also
available on Company's website at www.abvl.co.in. 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 5
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. 25 to the
financial statements which sets out related party disclosures pursuant to IND AS- 24.
26. 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
27. COMMITTEES:
A. AUDIT COMMITTEE:
BRIEF DESCRIPTION OF TERMS OF REFERENCE:
The Audit committee: Terms of reference of Audit committee covers all the matters
prescribed under Regulation 18 (not applicable to the Company) of the Listing Regulations
and Section 177 of the Act, 2013.
Brief Description of Terms of Reference: - Overview of the Company's financial
reporting process and disclosure of its financial information to ensure that the financial
statements reflect a true and fair position and that sufficient and credible information
is disclosed.
i. Oversight of the listed entity's financial reporting process and the disclosure of
its financial information to ensure that the financial statement is correct, sufficient
and credible;
ii. Recommending the appointment, remuneration and terms of appointment of auditors of
the listed entity;
iii. Approval of payment to statutory auditors for any other services rendered by the
statutory auditors;
iv. Reviewing, with the management, the annual financial statements and Auditor's
Report before submission to the Board for approval with particular reference to;
(a) Matters required to be included in the directors' responsibility statement to be
included in the board's report in terms of clause (c) of sub-section (3) of Section 134 of
the Act;
(b) Changes, if any, in accounting policies and practices and reasons for the same;
(c) Major accounting entries involving estimates based on the exercise of judgment by
management;
(d) Significant adjustments made in the financial statements arising out of audit
findings;
(e) Compliance with listing and other legal requirements relating to financial
statements;
(f) Disclosure of any related party transactions;
(g) Modified opinion(s) in the draft audit report;
v. Reviewing, with the management, the quarterly financial statements before submission
to the board for approval;
vi. Reviewing, with the management, the statement of uses / application of funds raised
through an issue (public issue, rights issue, preferential issue, etc.), the statement of
funds utilized for purposes other than those stated in the offer document / prospectus /
notice and the report submitted by the monitoring agency monitoring the utilization of
proceeds of [public issue or rights issue or preferential issue or qualifed institutional
placement], and making appropriate recommendations to the board to take up steps in this
matter;
vii. Review and monitoring the auditor's independence and performance and effectiveness
of audit process;
viii. Approval or any subsequent modification of transactions of the listed entity with
related parties;
ix. Scrutiny of inter-corporate loans and investments;
x. Valuation of undertakings or assets of the listed entity wherever it is necessary;
xi. Evaluation of internal financial controls and risk management systems;
xii. Reviewing, with the management, performance of statutory and internal auditors,
adequacy of internal control systems;
xiii. Reviewing the adequacy of internal audit function, if any, including the
structure of the internal audit department, staffing and seniority of the official heading
the department, reporting structure, coverage and frequency of internal audit;
xiv. Discussion with internal auditors of any significant findings and follow up there
on;
xv. Reviewing the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the board;
xvi. Discussion with statutory auditors before the audit commences, about the nature
and scope of audit as well as post-audit discussion to ascertain any area of concern;
xvii. To look into the reasons for substantial defaults in the payment to the
depositors, debenture-holders, shareholders (in case of non-payment of declared dividend)
and creditors,
xviii. To review the functioning of the whistle blower mechanism;
xix. Approval of appointment of Chief Financial Officer after assessing the
qualifications, experience and background, etc. of the candidate
xx. Carrying out any other function as is mentioned in the terms of reference of the
audit committee.
xxi. Reviewing the utilization of loans and/ or advances from/investment by the holding
company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the
subsidiary, whichever is lower including existing loans / advances / investments existing
as on the date of coming into force of this provision.
xxii. Consider and comment on rationale, the cost-benefits and the impact of schemes
involving merger, demerger, amalgamation etc., on the listed
entity and its shareholders.
xxiii. Carrying out any other function as may be referred to the Committee by the
Board.
xxiv. Authority to review / investigate into any matter covered by Section 177 of the
Companies Act, 2013 and matters specified in Part C of Schedule II of the Listing
Regulations.
During the financial year 2022-23, (6) Six meetings of the Audit Committee were held on
the 30.05.2022, 13.08.2022, 20.10.2022, 10.11.2022, 07.12.2022 and 27.01.2023.
The details of the composition of the Committee and attendance of the members at the
meetings are given below:
Name |
Designation |
Category |
No. of meetings held |
No. of meeting attended |
| M Aditya Vardhan Reddy |
Chairman |
NED(I) |
4 |
4 |
| Vanaja Kumari Dokiparthi |
Member |
NED(I) |
4 |
4 |
| Raja Kumar Babulal |
Member |
ED |
4 |
4 |
| ** Ms. Dhanalakshmi Guntaka |
Chairperson |
NED(I) |
2 |
2 |
| ** Mr. Srikar Ranga |
Member |
NED(I) |
2 |
2 |
| ** Mr. Vijaya Rama Lakshmana Murthy |
Member |
NED(I) |
2 |
2 |
Resigned w.e.f: 10.11.2022 ** Appointed w.e.f 10.11.2022
NED (I): Non Executive Independent Director ED: Executive Director
During the year, all recommendations of Audit Committee were approved by the Board of
Directors.
B. NOMINATION & REMUNERATION COMMITTEE
BRIEF DESCRIPTION OF TERMS OF REFERENCE:
The Nomination and Remuneration Committee (‘NRC') functions in accordance with
Section 178 of the Act, Regulation 19 of the Listing
Regulations and its Charter adopted by the Board. The terms of reference of the NRC
includes:
i. Formulation of the criteria for determining qualifications, positive attributes and
independence of a director and recommend to the board of directors a policy relating to,
the remuneration of the directors, key managerial personnel and other employees;
ii. For every appointment of an independent director, the Nomination and Remuneration
Committee shall evalute the balance of skills, knowledge and experience on the Board and
on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the Board for appointment
as an independent director shall have the capabilities identified in such description.
For the purpose of identifying suitable candidates, the Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to
diversity; and
c. consider the time commitments of the candidates.
iii. Formulation of criteria for evaluation of performance of Independent Directors and
the Board of Directors.
iv. Devising a policy on diversity of board of directors;.
v. Identifying persons who are qualified to become directors and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the board
of directors their appointment and removal.
vi. Whether to extend or continue the term of appointment of the independent director,
on the basis of the report of performance evaluation of independent directors.
vii. Recommend to the board, all remuneration, in whatever form, payable to senior
management.
Perform other activities related to the charter as requested by the Board from time to
time. During the financial year 2022-23, (2) two meetings of the Nomination &
Remuneration Committee meeting were held on the following dates: 10.11.2022, 27.01.2023.
Name |
Designation |
Category |
No. of meetings held |
No. of meeting attended |
| M Aditya Vardhan Reddy |
Chairman |
NED(I) |
1 |
1 |
| Vanaja Kumari Dokiparthi |
Member |
NED(I) |
1 |
1 |
| Polsani Venkata Rama Rao |
Member |
NED(I) |
1 |
1 |
| ** Mr. Vijaya Rama Lakshmana Murthy |
Chairman |
NED(I) |
1 |
1 |
| ** Mr. Srikar Ranga |
Member |
NED(I) |
1 |
1 |
| ** Ms. Dhanalakshmi Guntaka |
Member |
NED(I) |
1 |
1 |
Resigned w.e.f: 10.11.2022
** Appointed w.e.f 10.11.2022
NED (I): Non-Executive Independent Director
28. POLICY FOR SELECTION OF DIRECTORS AND DETERMINING DIRECTORS' INDEPENDENCE:
1. Scope:
This policy sets out the guiding principles for the Nomination & Remuneration
Committee for identifying persons who are qualified to become Directors and to determine
the independence of Directors, in case of their appointment as independent Directors of
the Company.
2. Terms and References:
2.1 "Director" means a director appointed to the Board of a Company.
2.2 "Nomination and Remuneration Committee means the committee constituted in
accordance with the provisions of Section 178 of the Companies Act, 2013 and reg. 19 of
SEBI (Listing Obligation and Disclosure Requirement), Regulations, 2015.
2.3 "Independent Director" means a director referred to in sub-section (6) of
Section 149 of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI (Listing
obligations and Disclosure Requirements) Regulations, 2015.
3. Policy:
3.1.1 The Nomination and Remuneration Committee, and the Board, shall review on annual
basis, appropriate skills, knowledge and experience required of the Board as a whole and
its individual members. The objective is to have a board with diverse background and
experience that are relevant for the Company's operations.
3.1.2 In evaluating the suitability of individual Board member the Nomination and
Remuneration Committee may take into account factors, such as:
• General understanding of the Company's business dynamics, global business and
social perspective;
• Educational and professional background
• Standing in the profession;
• Personal and professional ethics, integrity and values;
• Willingness to devote sufficient time and energy in carrying out their duties
and responsibilities effectively.
3.1.3 The proposed appointee shall also fulfil the following requirements:
• shall possess a Director Identification Number;
• shall not be disqualified under the companies Act, 2013;
• shall Endeavour to attend all Board Meeting and wherever he is appointed as a
Committee member, the committee meeting;
• shall abide by the code of conduct established by the company for Directors and
senior management personnel;
• shall disclose his concern or interest in any Company or companies or bodies
corporate, firms, or other association of individuals including his shareholding at the
first meeting of the Board in every financial year and thereafter whenever there is a
change in the disclosures already made;
• Such other requirements as any prescribed, from time to time, under the
Companies Act, 2013, Regulation 19 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and
other relevant laws.
3.1.4 The Nomination & Remuneration Committee shall evaluate each individual with
the objective of having a group that best enables the success of the Company's business.
3.2 Criteria of Independence
3.2.1 The Nomination & Remuneration Committee shall assess the independence of
Directors at time of appointment/ re-appointment and the Board shall assess the same
annually. The Board shall re-assess determinations of independence when any new interest
or relationships are disclosed by a Director.
3.2.2 The criteria of independence shall be in accordance with the guidelines as laid
down in Companies Act, 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
An independent Director in relation to a Company, means a Director other than a
managing Director or a whole-time Director or a nominee Director
a. who, in the opinion of the Board, is a person of integrity and possesses relevant
expertise and experience;
b. (i) who is or was not a promoters of the Company or its holding,
subsidiary or associate Company or member of the promoter group of the listed entity;
(ii) who is not related to promoters or Directors of the Company its holding,
subsidiary or associate Company
c. who, apart from receiving director's remuneration, has or had no material pecuniary
relationship with the Company, its holding, subsidiary or associate Company, or their
promoters, or Director, during the three immediately preceding financial year or during
the current financial year;
d. none of whose relative
(A) is holding securities of or interest in the listed entity, its holding, subsidiary
or associate company during the three immediately preceding financial years or during the
current financial year of face value in excess of fifty lakh rupees or two percent of the
paid-up capital of the listed entity, its holding, subsidiary or associate company,
respectively, or such higher sum as may be specified;
(B) is indebted to the listed entity, its holding, subsidiary or associate company or
their promoters or directors, in excess of such amount as may be specified during the
three immediately preceding financial years or during the current financial year;
(C) has given a guarantee or provided any security in connection with the indebtedness
of any third person to the listed entity, its holding, subsidiary or associate company or
their promoters or directors, for such amount as may be specified during the three
immediately preceding financial years or during the current financial year; or
(D) has any other pecuniary transaction or relationship with the listed entity, its
holding, subsidiary or associate company amounting to two percent or more of its gross
turnover or total income:
Provided that the pecuniary relationship or transaction with the listed entity, its
holding, subsidiary or associate company or their promoters, or directors in relation to
points (A) to (D) above shall not exceed two percent of its gross turnover or total income
or fifty lakh rupees or such higher amount as may be specified from time to time,
whichever is lower.
e. who, neither himself nor any of his relative-
(i) Holds or has held the position of a key managerial personnel or is or has been
employee of the or associate Company or any company belonging to the promoter group of the
listed entity in any of the three finance years immediately preceding the finance year in
which he is proposed to be appointed;
Provided that in case of a relative, who is an employee other than key managerial
personnel, the restriction under this clause shall not apply for his / her employment
(ii) Is or has been an employee or proprietor or a partner, in any of the three finance
year immediately preceding the financial year in which he is proposed to be appointed of-
(A) a firm of auditors or Company secretaries in practice or cost auditors of
the Company or its holding, subsidiary or associate Company; or
(B) any legal or a consulting firm that has or had any transaction with the Company,
its holding subsidiary or associate Company amounting to ten per cent or more of the gross
turnover of more of the gross turnover of such firm;
(iii) holds together with his relatives two per cent or more of the total voting power
of the Company;
Or
(iv) is a chief Executive or Director, by whatever name called, of any nonprofit
organization that receives twenty-five per cent or more of its receipt from the Company
any of its promoters, Directors or its holding subsidiary or associate Company or that
holds two per cent or more of the total voting power of the Company; or
(v) is a material supplier, service provider or customer or a lesser or lessee of the
Company.
f. who is not less than 21 years of age
g. Who is not a non-independent Director of another company on the Board of which any
non-independent director of the listed entity is an independent director.
3.2.3 The independent Director shall abide by the "code for independent Directors
"as specified in Schedule IV to the Companies Act, 2013.
3.3 Other Directorships/ Committee Memberships
3.3.1 The Board members are expected to have adequate time and expertise and experience
to contribute to effective Board performance. Accordingly, members should voluntarily
limit their directorships in other listed public limited companies in such a way that it
does not interfere with their role as director of the Company. The NR Committee shall take
into account the nature of and the time involved in a director's service on other Boards,
in evaluating the suitability of the individual Director and making its recommendations to
the Board.
3.3.2 A Director shall not serve as director in more than 20 companies of which not
more than 10 shall be public limited companies.
3.3.3 A Director shall not serve as an independent Director in more than 7 listed
companies and not more than 3 listed companies in case he is serving as a whole-time
Director in any listed Company.
3.3.4 A Director shall not be a member in more than 10 committees or act as chairman of
more than 5 committee across all companies in which he holds directorships.
For the purpose of considering the limit of the committee, Audit committee and
stakeholder's relationship committee of all public limited companies, whether listed or
not, shall be included and all other companies including private limited companies,
foreign companies and companies under section 8 of the companies Act, 2013 shall be
excluded.
Remuneration policy for Directors, key managerial personnel and other employees
The objectives of the remuneration policy are to motivate Directors to excel in their
performance, recognize their contribution and retain talent in the organization and reward
merit. The remuneration levels are governed by industry pattern, qualifications and
experience of the Directors, responsibilities shouldered and individual performance.
1. Scope:
1.1 This policy sets out the guiding principles for the Nomination and Remuneration
committee for recommending to the Board the remuneration of the directors, key managerial
personnel and other employees of the Company.
2. Terms and Reference:
2.1 "Director" means a Director appointed to the Board of the Company.
2.2 "key managerial personnel" means
(i) The Chief Executive Officer or the managing Director or the manager;
(ii) The Company Secretary;
(iii) The Whole-time Director;
(iv) The Chief Financial Officer; and
(v) Such other office as may be prescribed under the Companies Act, 2013
2.3 "Nomination and Remuneration committee" means the committee constituted
by Board in accordance with the provisions of Section 178 of the companies Act, 2013,
clause 49 of the Equity Listing Agreement and Regulation 19 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
3. Policy:
3.1 Remuneration to Executive Director and key managerial personnel
3.1.1 The Board on the recommendation of the Nomination and Remuneration (NR)
3.1.2 The Board on the recommendation of the NR committee shall also review and approve
the remuneration payable to the key managerial personnel of the Company.
3.1.3 The remuneration structure to the Executive Director and key managerial personnel
shall include the following components:
(i) Basic pay
(ii) Perquisites and Allowances
(iii) Stock Options
(iv) Commission (Applicable in case of Executive Directors)
(v) Retrial benefits
(vi) Annual performance Bonus
3.1.4 The Annual plan and Objectives for Executive committee shall be reviewed by the
Nomination and Remuneration committee and Annual performance bonus will be approved by the
committee based on the achievement against the Annual plan and Objectives.
3.2 Remuneration to Non - Executive Directors
3.2.1 The Board, on the recommendation of the Nomination and Remuneration Committee,
shall review and approve the remuneration payable to the Non - Executive Directors of the
Company within the overall limits approved by the shareholders as per the provisions of
the Companies Act.
3.2.2 Non - Executive Directors shall be entitled to sitting fees attending the
meetings of the Board and the Committees thereof. The NonExecutive Directors shall also be
entitled to profit related commission in addition to the sitting fees.
3.3. Remuneration to other employees
3.3.1. Employees shall be assigned grades according to their qualifications and work
experience, competencies as well as their roles and responsibilities in the organization.
Individual remuneration shall be determined within the appropriate grade and shall be
based on various factors such as job profile skill sets, seniority, experience and
prevailing remuneration levels for equivalent jobs.
C. REMUNERATION TO DIRECTORS
| Name of the Director |
Remuneration (Rs) |
Sitting Fee (Rs) |
Total (Rs) |
No. of Equity Shares held |
| Pabbathi Praveen Kumar |
- |
- |
- |
- |
| Polsani Venkata Rama Rao |
- |
- |
- |
- |
| M Aditya Vardhan Reddy |
- |
- |
- |
- |
| Vanaja Kumari Dokiparthi |
- |
- |
- |
- |
| Raja Kumar Babulal |
- |
- |
- |
- |
| Chandra Shekar Kondari |
- |
- |
- |
- |
| **Mr.PBN Murthy |
- |
- |
- |
3,73,117 |
| **Mr.Dathivik Pabbathi |
- |
- |
- |
5,31,017 |
| **Mr. Vishal Nadimpalli |
- |
- |
- |
- |
| ** Ms. Dhanalakshmi Guntaka |
- |
20,000 |
20,000 |
- |
| ** Mr. Srikar Ranga |
- |
20,000 |
20,000 |
- |
| ** Mr. Vijaya Rama Lakshmana Murthy |
- |
20,000 |
20,000 |
- |
A Resigned w.e.f: 10.11.2022 ** Appointed w.e.f 10.11.2022
Except for the remuneration details mentioned above, there is no other pecuniary
relationship or transactions of the non-executive Director's vis-avis the listed entity in
terms of salary, benefits, bonuses, stock options, pension, fixed component and
performance linked incentives.
D. MECHANISM FOR EVALUATION OF THE BOARD:
Independent Director meeting has compiled the data and made a report and informed the
rankings of each Director in the Board Meeting and also informed that the performance of
Directors is satisfactory and they are recommended for continuation as Directors of the
Company.
E. PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTORS:
The performance evaluation criteria for Independent Directors are already mentioned
under the head "Board Evaluation" in Directors' Report.
C. STAKEHOLDERS RELATIONSHIP COMMITTEE:
BRIEF DESCRIPTION OF TERMS OF REFERENCE:
Terms of reference of the committee comprise of various matters provided under
Regulation 20 of the Listing Regulations and section 178 of the Companies Act, 2013 which
inter-alia include:
i. Resolving the grievances of the security holders of the Company including complaints
related to transfer/ transmission of shares, nonreceipt of annual report, non-receipt of
declared dividends, issue of new/duplicate certificates, general meetings etc;
ii. Review of measures taken for effective exercise of voting rights by shareholders;
iii. Review of adherence to the service standards adopted by the Company in respect of
various services being rendered by the Registrar & Share Transfer Agent;
iv. Review of the various measures and initiatives taken by the Company for reducing
the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual
reports/statutory notices by the shareholders of the company;
v. Such other matter as may be specified by the Board from time to time.
vi. Authority to review / investigate into any matter covered by Section 178 of the
Companies Act, 2013 and matters specified in Part D of Schedule II of the Listing
Regulations.
During the financial year 2022-23, (1) one meeting of the Stakeholders and Relationship
Committee meeting was held on 27.01.2023.
Name |
Designation |
Category |
No. of meetings held |
No. of meeting attended |
A M Aditya Vardhan Reddy |
Chairperson |
NED(I) |
- |
- |
A Polsani Venkata Rama Rao |
Member |
NED(I) |
- |
- |
| a Raja Kumar Babulal |
Member |
ED |
- |
- |
| ** Ms. Dhanalakshmi Guntaka |
Chairperson |
NED(I) |
1 |
1 |
| ** Mr. Dathvik Pabbathi |
Member |
NED(I) |
1 |
1 |
| ** Mr. Vijaya Rama Lakshmana Murthy |
Member |
NED(I) |
1 |
1 |
a Resigned w.e.f: 10.11.2022
** Appointed w.e.f 10.11.2022
NED (I): Non-Executive Independent director ED: Executive director
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
2022-23, 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 to be held in the year 2025.
M/S V Ravi & Co has provided the Auditors Report along with notes to accounts for
the Financial Year ended 31.03.2023 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, 2023 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. SECRETARIAL AUDIT REPORT:
The Board has duly reviewed the Secretarial Audit Report for the year ended March 31,
2023 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, 2023. The Secretarial Audit was carried out by M/s. Vivek Surana
& Associates, Company Secretaries (CP No. 12901) for the financial year ended March
31, 2023. The Report given by the Secretarial Auditor is annexed herewith as Annexure-3
and forms integral part of this Report. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark and the same does not have any reservation,
qualifications or adverse remarks except that the Company does not have an Internal
Auditor.
Reply:
The Company has appointed M/s. K.S. Ramakrishna & Co, Chartered Accountants as the
Internal Auditors for the financial year 2023-24.
34. INTERNAL AUDITORS:
During the Year, no internal Auditor was appointed. However, 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 BY THE 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 31,2023.
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 4 for 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 Director about the Company/its businesses and the group practices.
41. INSURANCE:
The properties and assets of your Company are adequately insured.
42. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION:
Since the paid up capital of the Company is less than Rs. 10 Crores and Net worth of
the Company is less than Rs. 25 Crores, Corporate Governance as envisaged in SEBI (LODR)
Regulations, 2015 is not applicable.
43. 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.
44. 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.
45. 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 calendar year.
• No. of complaints received: Nil
• No. of complaints disposed off: Nil
46. 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.
47. FAILURE TO IMPLEMENT CORPORATE ACTIONS:
During the year under review, no corporate actions were done by the Company which were
failed to be implemented.
48. DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY
CODE, 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.
49. 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.
50. POLICIES:
T he 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.
51. EVENT BASED DISCLOSURES:
During the year under review, the Company has not taken up any of the following
activities:
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
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.
|
For and on behalf of the Board |
|
|
Arunjyoti Bio Ventures Limited |
|
|
Sd/- |
Sd/- |
|
Nadimpalli Vishal |
PBN Murthy |
Place: Hyderabad |
Whole-time Director & CFO |
Whole-time Director |
Date: 06.09.2023 |
(DIN:02745303) |
(DIN: 01445523) |
|