Your Directors are pleased to present the thirty ninth (39th) Annual Report of the Company’s business andoperations, together with the audited financial statements and Independent Auditors Report thereon for the financialyear ended March 31, 2024.
The financial statements for the financial year ended March 31, 2024, forming part of this Annual Report, havebeen prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of CorporateAffairs.
Key highlights of financial performance of your Company for the financial year 2023-24 are provided below:
(Amount in Lacs)
Particulars
31.03.2024
(Audited)
31.03.2023
Revenue from Operations
255.75
211.61
Other Income
24.15
99.20
Total Income
279.90
310.81
Employee Benefit Expense
11.80
66.38
Finance Cost
24.75
22.60
Depreciation and Amortization Expenses
104.74
69.78
Other Expenses
31.40
41.33
Total Expenses
172.69
200.10
Profit / (Loss) before Tax & Exceptional Items
107.21
110.71
Exceptional items
-
1,256.40
Profit before tax
(1,145.69)
Tax Expense
19.94
21.30
Profit before Comprehensive income
87.27
(1,166.99)
Other Comprehensive Income
Profit/(Loss) for the Year
EPS
0.79
(10.61)
During the year under review, The Company has not transfer any amount under the head Reserve in the FinancialStatements for the Financial Year ended March 31, 2024.
There was no change in the nature of business of the Company during the financial year ended on March 31,2024.
In view of losses incurred during the period under review, the Board of Directors has not recommended anydividend for Financial Year 2023-24.
As per Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority(Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all the shares in respectto which dividend has remained unclaimed/unpaid for a period of seven consecutive year or more are requiredto transfer in the name of IEPF, but the company is not required to be transferred any amount to the IEPFestablished by the Central Government as the company has not declared any dividend for any financial year.
During the year under review, the Company’s Revenue from Operations is Rs. 255.75 Lacs as compared with Rs.211.61/- Lacs- in the previous financial year. The Company has made profit during the year (i.e. 2023-2024) ofRs. 107.21 Lacs as compared to loss incurred of Rs. 1145.69 Lacs in the Previous Year (i.e. 2022-2023).
The Company continued to operate in the business of Real Estate on several financial and corporate issues andthere was no change in business activities. There are no material changes or commitments affecting the financialposition of the Company which have occurred between the end of the financial year and the date of this Report.
During Financial Year 2022-23, there was no change in the authorised share capital and Paid share Capital of theCompany.
The Share Capital Structure of the Company is categorized into two classes:-
S. No
Equity Shares
1% Non ConveritbleNon-Cumulative RedeemblePreference Shares
1.
Authorised Share Capital
1,10,00,000
15,00,000
2.
Paid Up Share Capital
3.
Value per Share
10
During the period under review, your company has not raised any funds through public issue, rights issue, bonusissue or preferential issue etc. and has neither issued any shares with differential voting rights nor issued anysweat equity shares.
The equity shares of the Company are admitted to the depository system of National Securities Depository Limited(NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March, 2024, 97,75,704 Equity Sharesrepresenting 88.870 % of the Equity Share Capital of the Company are in dematerialized form. The Equity Sharesof the Company are compulsorily traded in dematerialized form as mandated by the Securities and ExchangeBoard of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company withrespect to its Equity Shares is INE578L01014.
The Equity shares of the Company are listed on BSE Limited.
As per the directive of the Securities & Exchange Board of India, the Reconciliation of Share Capital Audit wascarried out on quarterly basis for the quarter ended June 30th, 2023, September 30th, 2023, December 31st, 2023and March 31st, 2024 by a Company Secretary in Practice. The purpose of the audit was to reconcile the totalnumber of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India)Limited (CDSL) and in physical form with respect to admitted, issued and paid up capital of the Company.
The aforesaid Reports of Reconciliation of Share Capital were submitted to the BSE Limited, where the equityshares of the Company are listed.
During the financial year 2023-24, notice for postal ballot was given to Shareholders of the company on 8th April,2023 for passing Special Resolution for the shifting of Registered Office of the company from DSC 260 SouthCourt, DLF Saket New Delhi-110017 to Begampur Khatola, Khandsa, Near Krishna Maruti, Basai Road, Gurgaon,Arjun Nagar, Haryana, India, 122001.
The Postal Ballot Notice will also be available on the Company’s website at www.adhbhutinfra.in and on thewebsite of CDSL at www.cdslindia.com.
Furthermore, a newspaper advertisement of postal ballot notice (including instruction of remote e-voting) pursuantto Regulation 47 of SEBI (listing and Disclosure Requirement), 2015 was given in Financial Express (English) andJansatta (Hindi) newspapers on 9th April, 2023.
A copy of the advertisement is also available on the website of the company i.e www.adhbhutinfra.in
11. DISCLOSURE OF VOTING RESULTS OF POSTAL BALLOT PURSUANT TO REGULATION 44 OF THESECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS, 2015
The resolution for shifting of registered office of the company from NCT of Delhi to Haryana as proposed in thepostal ballot notice have been passed by the shareholders by remote e-voting process with unanimous specialresolution . The voting results along with the scrutinizer’s report (dated May 08, 2024) was made available on theCompany’s website at https://www.adhbhutinfra.com
The Financial Statement of the Company for the FY 2023-2024 are prepared in compliance with the applicableprovisions of the Act, Accounting Standards and other applicable provisions of the companies Act, 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the SEBI (ListingRegulation).
The Audited Financial Statement along with Auditor Report for the FY 2023-2024 into consideration have beenannexed to the Annual Report and also made available on the website of the Company which can be accessedat https://adhbhutinfra.in/.
During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.
The Board met seven (7) times during the FY 2023-24. The details of composition of Board of Directors and itsCommittees, meetings held during the year and other
relevant information are included in the Corporate Governance Report, which forms part of this Annual Report.The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 &SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with relevant relaxations grantedby Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).
The Audit committee met Four (4) times during the FY 2023-24, Nomination and Remuneration Committee metThree (3) times during FY 2023-24 and Stakeholder Relationship Committee met once during the FY 2023-24. Thedetails of composition of Committees, meetings held during the year and other relevant information are includedin the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between anytwo meetings was within the period prescribed by the Companies Act, 2013 & SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 read with relevant relaxations granted by Ministry of CorporateAffairs (MCA) and Securities and Exchange Board of India (SEBI).
All arrangements/ transactions entered into by the Company with its related parties during the year were in theordinary course of business and on an arm’s length basis. During the year, the Company has not entered into anyarrangement/transaction with related parties which could be considered material in accordance with the Company’sPolicy on Related Party Transactions, read with the Listing Regulations and the disclosure of related partytransactions In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies(Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as Annexure I to this Report.
Details of the Related Party Transactions, as required under Listing Regulations and the relevant AccountingStandards are given in Note No. 26 to the Financial Statements.
The Related Party Transaction Policy is available on the Company’s website under the web link www.adhbhutinfra.in.
M/s Chatterjee & Chatterjee, (Firm Registration No. 001109C), Chartered Accountants, were appointed as StatutoryAuditors of the Company for a period of five years by the members of the Company and they will continue to holdoffice till the conclusion of the 42nd AGM to be held in the year 2027.
The Statutory Auditors’ Report on the Standalone Financial Statements of the Company for the financial year endedMarch 31,2024 forms part of this Annual report and the observations of the Statutory Auditors, when read togetherwith the relevant notes to accounts and accounting policies are self-explanatory and therefore do not call for anyfurther comments. The Audit report for the FY 2023-24 does not contain any qualification or adverse remarks.
During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Companies Act,2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.
Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed M/s S Khuranaand Associates, Practicing Company Secretaries (CP No. 13212) to undertake the Secretarial Audit of the Companyfor the Financial Year ended on March 31,2024. The Secretarial Audit Report in Form MR-3 is annexed herewithas Annexure II, which forms an integral part of this report.
During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Companies Act,2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.
The said report contain following observations on which management comments are as under:
The composition of Board of Directors and committees thereof of the Company was generally constituted. Thereare adequate systems and processes found in the Company commensurate with the size and operations tomonitor and ensure compliance with applicable laws, rules, regulations and guidelines. However, there is businessrevenue in the Company, total income comprises of income from real estate activities.
As per the records, the Company has generally filed all the forms, returns, documents and resolutions as wererequired to be filed with the Registrar of Companies and other authorities and all the formalities relating to thesame is in compliance with the Act, subject to the observation(s) in this report.
Generally, to the extent possible, notice(s) of the Board Meetings, agenda, detailed notes on agenda, draft minuteswere sent to the directors in accordance with the applicable rules and provisions. The Company in its meeting ofthe Board of Directors held on April 03 2023 waived off the right to receive signed copy of minutes by the directors.
We at Adhbhut have done the compliances as per all the applicable laws and will continue to do the same.
Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, M/s S Khurana and Associates, Company Secretaries in practice has given the Secretarial ComplianceReport of the Company for the financial year 2023-24.
During the period under review, provision regarding the appointment of Cost Auditor & maintaining the CostRecords pursuant to the provision of Section 148 of the Companies Act, 2013 read with Companies (Audit &Auditors) Rules, 2014, is not applicable on the company
Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the rules made there under, theBoard of Directors had appointed M/s V K P & Associates, Practicing Chartered Accountants (FRN: 013529N) toundertake the Internal Audit of the Company for the Financial Year ended on March 31, 2024.
During the year under review as on March 31,2024 the company does not have any subsidiary, Joint Venture andassociates company.
The Directors adhere to the requirements set out by the Securities and Exchange Board of India’s CorporateGovernance practices and have implemented all the stipulations prescribed. Secretarial compliances, reporting,intimations etc. under the Companies Act, 2013, SEBI Regulations and other applicable laws, rules and regulationsare noted in the Board/Committee Meetings from time to time. The Company has implemented several bestcorporate governance practices.
The Corporate Governance Report as stipulated under Regulation 34(3) and other applicable Regulations readwith Part C of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 formspart of this Report.
As on 31.03.2024, Composition of Board and KMPs were as under:
NAME
DESIGNATION
Mr. Mr. Anubhav Dham
Managing Director
Mr. Amman Kumar
Non-Executive Non-Independent Director
Ms. Rajiv Kapur Kanika Kapur
Independent Director
Mr. Srikant
Additional Non-Executive & Independent Director
Mr. Sanjay Sharma
Mr. Subir Kumar Mishra
Chief Financial Officer
Appointments & Cessations during the Financial Year 2023-24:
SR. NO.
CHANGE
1
Mr.Srikant
Additional Director (Non¬Executive - NonIndependent Director)
Appointed as Non-Executive &Independent Director on the Boardof the Company with effect from July13, 2023
2
3
Mr. Anubhav Dham
Whole Time Diector
Re-designation and appointment asExecutive Chairman in the categoryof Managing Director from his earlierdesignation as Chairman and WholeTime Director with effect from August23, 2023.
4
Ms. Parul Saini
Company Secretary &Compliance Officer
Resigned from the position ofCompany Secretary & ComplianceOfficer w.e.f- February, 29, 2024
Appointments & Cessations after the end of Financial Year i.e., March 31, 2024 till the date of this Report:
Mr. Vipul Gupta
Resigned from the Position of Non¬Executive- Independent Director onJune 25, 2024 due to personalreasons
MMr. Vipul Gupta has resigned from the Position of Independent director of the Company as on June 25, 2024due to personal reasons and Board places on record its appreciation for their continuous support, guidance andcontribution during their tenure as an Independent Directors on the Board of the Company.
There was no material reason regarding the resignation of the Independent Directors and the confirmation regardingthe same as received from the Independent Director was already submitted at www.bseindia.com.
The Company has received disclosures from all the Independent Directors that they fulfill conditions specifiedunder Section 149(6) of Companies Act, 2013 and Regulation 16(1) (b) of SEBI (LODR) Regulations, 2015 andare Independent of the Management. Based on the declarations received from the Independent Directors, theBoard of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and possess high integrity expertise and experience including theproficiency required to discharge the duties and responsibilities as Directors of the Company.
All the Independent Directors of the Company as on 31.03.2024 have registered themselves in the data bank ofIndependent Directors pursuant to the provisions of the Companies (Appointment & Qualifications of Directors)Rules, 2014. The details of Independent Director’s meeting have been included in the Corporate GovernanceReport forming part of Annual Report.
Independent Directors meet at least once in a financial year without the presence of Executive Directors orManagement Personnel. Such meetings are conducted to enable the Independent Directors to discuss matterspertaining to the Company’s Affairs and put forth their views. During the year under review, one meeting of theIndependent Directors was held on 15th March, 2024 where all the independent directors were present.
In accordance with the provisions of Section 152 of the Act, Mr. Amman Kumar (DIN: 03456445), Non-Executive- Non Independent Director of the Company is retiring by rotation from the position of Director, at the ensuingAnnual General Meeting and is eligible for reappointment.
A brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed tobe appointed/re-appointed, along with their shareholding in the Company, as stipulated under Secretarial Standard2 and Regulation 36 of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.
During the financial year under review, neither any application is made by the Company, nor is any proceedingpending against the Company under Insolvency and Bankruptcy Code, 2016.
The Board confirms that, during the period under review, the Company has complied with the applicable SecretarialStandards issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.
Pursuant to the requirement under section 134(5) of the Companies Act, 2013, with respect to Directors’ ResponsibilityStatement, it is hereby confirmed that:
A. In the preparation of the annual accounts, the applicable accounting standards have been followedalong with proper explanation relating to material departures;
B. The Directors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company at the end of the financial year and of the profit and loss of theCompany for that period;
C. The Directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act, 2013 for safeguarding the assetsof the Company and for preventing and detecting fraud and other irregularities;
D. The Directors have prepared the annual accounts on a going concern basis; and
E. The Directors, have laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and operating effectively;
F. The Directors have devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems are adequate and operating effectively.
As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies(Meeting of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. Your Company
has adopted a familiarization programme for Independent Directors to familiarise them with the Company, theirrole, rights, responsibilities in the Company, nature of the industry in which the Company operates, businessmodel, management structure, industry overview, internal control system and processes, risk managementframework, functioning of various divisions and HR Management etc.
Your company aims to provide the insight into the Company to its Independent Directors enabling them tocontribute effectively. The Company arranges site visit for the Directors, giving them insight of various projects andDirectors are also informed of various developments relating to the industry on regular basis and are provided withspecific regulatory updates from time to time.
Details of the familiarization programme of the Independent Directors are available on the website of the Companywww.adhbhutinfra.in.
The Company has devised a policy for performance evaluation of Independent Directors, Chairman, Board, BoardCommittees and other Individual Directors, which include the criteria for performance evaluation of the Non¬Executive Directors and Executive Directors.
Based on the policy for performance evaluation of Independent Directors, the Board, Board Committees and otherindividual Directors, a process of evaluation was followed by the Board for its own performance and that of itsCommittees and individual Directors.
The statement indicating the manner, in which, formal annual evaluation of the Directors, the Board and Boardlevel Committees was carried out, are given in detail in the report on Corporate Governance, which forms partof this Annual Report. The Nomination & Remuneration policy may be accessed on the Company’s website atwww.adhbhutinfra.in.
Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of theBoard has framed a policy for selection and appointment of Directors and senior management personnel, whichinter alia includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/Key Managerial Personnel and their remuneration. The nomination and remuneration policy is available on thewebsite of the Company (www.adhbhutinfra.in).
The Company has in place adequate financial control system and framework in place to ensure: -
1. The orderly and efficient conduct of its business;
2. Safeguarding of its assets;
3. The prevention and detection of frauds and errors;
4. The accuracy and completeness of the accounting records; and
5. The timely preparation of reliable financial information.
The same is subject to review periodically by the internal auditor for its effectiveness. The management hasestablished internal control systems commensurate with the size and complexities of the business.
The internal auditors of the company checks and verifies the internal control and monitors them in accordancewith policy adopted by the company. The Board regularly reviews the effectiveness of controls and takes necessarycorrective actions where weaknesses are identified as a result of such reviews. This review covers entity levelcontrols, process level controls, fraud risk controls.
The internal control manual provides a structured approach to identify, rectify, monitor and report gaps in theinternal control systems and processes. To maintain its objectivity and independence, the internal audit functionreports to the chairman of the Audit Committee and all significant audit observations and corrective actions arepresented to the Committee. Accordingly, the Board is of the opinion that the Company’s internal financial controlswere adequate and effective during FY 2022-23.
Pursuant to Section 92(3) read with Rule 12 of the Companies (Management and Administration) Rules, 2014 andSection 134(3)(a) of the Companies Act, 2013, the copy of Annual Report in form MGT-7 is available at the officialwebsite of the Company i.e. www.adhbhutinfra.in.
Your Company is engaged in the business of providing infrastructure facilities i.e. housing, real estate developmentetc. The provisions of Section 186 of the Companies Act, 2013 are not applicable on the Company except subsection (1). The Company is in compliance of the provisions of sub section (1) of Section 186 of the CompaniesAct, 2013.
Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Aseparate section on Management Discussion and Analysis for the year ended March 31, 2024 forms an integralpart of this Annual Report.
Pursuant to the provisions of Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014, details of the Employees are set out inAnnexure III.
Provisions of Section 134(3) (m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014pertaining to Conservation of Energy, Research & Development, Technology Absorption are not applicable to theCompany.
During the period under review, the Company has neither earned or expense any foreign currency.
The requisite Certificate received from the Secretarial Auditors of the Company, M/s S. Khurana & Associates, inrespect of compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3) read withClause E of Schedule V of the SEBI (LODR) Regulations, 2015, is attached and forms part of the Annual Report.
During the period under review, there is no significant and material order passed by any regulators or by any courtor tribunal.
In view of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, yourCompany has adopted the code of conduct to regulate, monitor & report insider-trading activities. The said codeis available on website of the Company i.e. www.adhbhutinfra.in. All Board of Directors and the designated personhave confirmed compliance with the code.
The Company has formed a Whistle Blower Policy for establishing a Vigil Mechanism for Directors and Employeesin Compliance with Section 177(9) of the Act and Regulation 22 of the SEBI (Listing Obligations and DisclosureRequirements).
Regulations, 2015 to report genuine concerns regarding unethical behavior and mismanagement, if any. It aimsat providing avenues for employees to raise complaints and to receive feedback on any action taken and seeksto reassure the employees that they will be protected against victimization and for any whistle blowing conductedby them in good faith. The policy is intended to encourage and enable the employees of the Company to raisesserious concerns within the organization rather than overlooking a problem or handling it externally.
The Company is committed to the highest possible standard of openness, probity and accountability. It containssafe guards to protect any person who uses the Vigil Mechanism by raising any concern in good faith. TheCompany protects the identity of the whistle blower, if the whistle blower so desires, however the whistle blowerneeds to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. Themechanism provides for a detailed complaint and investigation process.
If circumstances so require, the employee can make a complaint directly to the Chairman of the Audit Committee.The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatorypractice. The said Whistle Blower Policy has been disseminated on the Company’s website at www.adhbhutinfra.in.
During the period under review, The Company has placed an Anti-Sexual Harassment Policy in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act,2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During theperiod 2023-24, no complaints was received by the committee.
The Company has developed and implemented a Risk Management framework. The details of elements of riskare provided in the Management Discussion and Analysis Report attached as annexure to this Annual Report.
Your Company always endeavors to promptly respond to shareholders’ requests/grievances. Each and every issueraised by the shareholders is taken up with utmost priority and every effort is made to resolve the same at theearliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressalof investors’ grievances.
The Board of Directors of your Company had approved the Dividend Distribution Policy in accordance with theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015(“Listing Regulations”). The objective of this policy is to establish the parameters to be considered by the Boardof Directors of your Company before declaring or recommending dividend. The Policy is available at the officialwebsite of the Company i.e. www.adhbhutinfra.in.
Your Directors would like to express their sincere appreciation for assistance and co-operation received from thevendors and stakeholders including financial institutions, banks, Central & State Government Authorities, otherbusiness associates, who have extended their valuable sustained support and encouragement during the yearunder review.
Your Directors are thankful to the shareholders and customers for their continued patronage. Your Directors alsocommend the continuing commitment and dedication of the employees at all levels, which has been critical forthe Company’s success. The Directors look forward for their continued support in future.
By Order of the BoardFor ADHBHUT INFRASTRUCTURE LIMITED
Anubhav Dham
Date: 03.09.2024 DIN: 02656812
Place: New Delhi (Chairman cum Managing Director)