ATV Projects India Ltd

TO THE MEMBERS

Your Directors are pleased to present the 37th Report together with the Audited Statement of Accounts for the year ended 31st March, 2024.

1. FINANCIAL RESULTS:

Material changes and commitments which have occurred after the close of the year till the date of this report, which affect the financial position of the Company are reported at appropriate places to this report.

2. TRANSFER TO RESERVES

For the period ended 31st March 2024, the Company has not transferred any sum to Reserve.

3. SHARE CAPITAL

The Authorized Share Capital of the company as on 31st March, 2024 is Rs.75 crores divided into 7,50,00,000 Equity Shares of Rs. 10/- each. The Issued & Subscribed capital as on same date is Rs. 53, 11,74,250 divided into 5, 31,17,425 equity shares of Rs 10/- each. Calls in arrears were Rs. 56.17 lacs. Paid up capital as on 31st March, 2024 remained Rs.5255.57 Lacs. During the year under review the Authorized, Issued, Subscribed and Paid up capital of the company remained unchanged.

4. DIVIDEND

Company has earned profits during the year; however it would like to retain the same for the growth of the company. Hence, the company is not declaring the dividend for the current year.

5. OPERATION/ STATE OF COMPANY'S AFFAIRS

Your Mathura plant is fully equipped to undertake fabrication of critical equipment required in Chemical & Petro-chemical /

Hydrocarbon, Cement, Hydro Power, Steel, Sugar, Desulfurization (FGD) and DeNOX system, Power Sectors and etc.

In order to enhance our machining capabilities for manufacture and supply of critical equipment required for cement and Power sectors. Company has installed some additional new machines and also replaced the old machines with new modern machines such as welding, drilling, Grinding, Cutting machines etc.

The retrofitted existing CNC Horizontal boring machine (Skoda make) is continuously under operation & the various cement, hydro, power plant equipment & other heavy machining job are being machining in house.

Newly installed VTL (Vertical Turret Lathe) is continuously under operation & the various cement, hydro, power plant equipment & other heavy machining job are being machining in house.

Our in-house developed Design and Engineering team is fully operational & giving their performance in meeting the eligibility criteria required for participation in tenders floated from various Companies & executing the engineering services (Drawing & Design) for new awarded projects including ‘U' Stamp services.

Enlistment with EIL: Your Company has already been approved by EIL for manufacturing & supplies for Carbon steel pressure vessels and we are getting the business for pressure vessels, heat exchanges & other process equipment. This major milestone has really paved the way for future growth in Oil & gas sector. We are continuously bidding using the qualification criteria and getting regular business from Chemical-petro chemical & refineries sector etc.

Enlistment with PDIL: Your Company has also achieved approval and enlistment with PDIL and going forward we expect enquiries and orders from them.

Future Business Outlook

We anticipate securing orders totaling approximately Rs. 100 Crores during the fiscal year 2024-25 for the manufacturing of a diverse range of equipment.

These include Pressure Vessels, Heat Exchangers, Process Equipment, Boilers, Kilns, and other specialized machinery. Our esteemed clients hail from a variety of sectors, such as Chemical, Petrochemicals, Refineries, Fertilizer, Atomic Energy, Cement, Sugar, and Power sectors, among others.

New business development:

Management is planning to replace the old machinery at our plant as the existing machines are 30/40 years old and to be at par in the global market, discussion with the technical staff and the consultant are going on.

Our company earlier had tie-up with M. Dedini- Brazil for Boiler, Stork Sugar- Netherlands for Sugar Mill & SEMT Pielstick- France for Diesel Engine which have expired and so to enhance the business, planning to enter into the new technology presently prevailing in the market.

Your company has been contacting several industries in the field of cement for new contracts. Your company after obtaining RDSO approval for fabrication of heavy steel Girders, railway bridges for the railway are negotiating with several companies for fabrication of railway bridges.

Your company is in discussion and expecting few orders in the field of Steel & Power. We are exploring various options for tie up with a technology provider for ethanol for Indian and African markets to execute project in India and Africa. Indian government policy to increase ethanol blending from existing approx. 5 to 20% will generate lot of business in this sector.

Your company to expand its business in the EPC projects of boilers. By tying up with M/s Avant Garde System & Controls Pvt Ltd, you are able to offer a wide range of services that includes design, manufacturing, supply, installation, erection, and commissioning. This will enable you to provide turnkey solutions to your clients, which can be very attractive to them. The fact that the scope of the tie-up covers different industries such as sugar, distillery, steel, power, chemical, petrochemical, food processing, co-generation plant, waste- to-energy, and textile projects is an advantage as it opens up multiple business opportunities for your company. You can leverage this opportunity to achieve significant growth and success in the ePc projects of boilers.

Your company is already enlisted in Engineers India Limited for manufacturing & supply of Carbon Steel Pressure Vessels up to 25 mm thickness and now ATV is planning to enhance the capacity of Carbon Steel Pressure Vessels of range 26 to 50 mm & 51 to 100 mm thickness.

Your company has expanded its business in the static equipment by increasing its capacity & quality for manufacturing and supply of Pressure Vessels of higher thickness ranges by obtaining the ASME U,S & R Stamps Certification. Obtaining the ASME U,S & R Stamp Certification certainly has opened up new opportunities for your company and helped to attract more customers who require pressure vessels that meet ASME standards. We have started getting business with ASME Stamp certification.

6. MANAGEMENT:

Company is managed by well qualified, experienced professionals guided by the Board of Directors.

7. BOARD OF DIRECTORS:

The Board is duly constituted.

During the year under review, Mr. Mahesh Chaturvedi, Chairman (DIN: 00086331) is serving as Permanent Director. As per regulation 17(1D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the consent of shareholders for continuation of serving as Non-Executive Director on the Board as the resolution has never been passed by Shareholders in the preceding 5 years, accordingly, based on recommendations of Nomination and Remuneration Committee in its meeting held on May 11, 2024 and the Board of Directors at their meeting held on May 11, 2024, recommended, re-appointment of Mr. Mahesh Chaturvedi for a term of 5 years by way of special resolution is proposed in the 37thAnnual General Meeting.

Mr. Hem Prakash Sharma (DIN: 08897941) who was appointed as an Independent Directors in the Annual General meeting on August 10, 2021 for a term of three years will be completing his tenure as an Independent Director. Based on recommendations of Nomination and Remuneration Committee in its meeting held on May 11,2024 and the Board of Directors at their meeting held on May 11, 2024, recommended, re-appointment of Mr. Hem Prakash Sharma (DIN: 08897941) as an Independent Director for a second term of 5 years, consent of shareholders by way of ordinary resolution is proposed in the 37th Annual General Meeting of the Company.

Pursuant to Regulation 17(1A) of Securities and Exchange Board of India (Listing obligations and disclosure requirements) Regulation 2015 amendment regulation notified on 9th May 2018 effective from 1st April 2019, consent of shareholders by way of special resolution is required for continuation of directorship of Non-Executive Directors of the company who have attained age of 75 years. Since Mr. Hem Prakash Sharma (DIN: 08897941) have attained the age of 75 years consent of shareholders by way of special resolution is proposed in the 37th Annual General Meeting.

Mr. Harish Chandra Gupta (DIN: 02237957), is a Non-Executive Director will retire by rotation in this Annual General Meeting. Being eligible he offers himself to be reappointed as Director.

Mr. Arun Kumar Sharma (DIN- 09247743) and Mrs. Pooja Bagwe (DIN- 03162798) are Whole - Time Directors.

Mr. K.S. Nalwaya (DIN: 01259966) and Ms. Deepa Rai (DIN- 09373145) are Independent Directors of the Company.

Mrs. Payal Sanghavi (DIN-08133682) is serving as NonExecutive, Independent woman director.

The Company has received declaration from Independent Directors that they meet the criteria of independence as prescribed under subsection (6) of Section 149 of the Act and Regulation16(1)(b) of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

None of the Directors of the company are disqualified for being Directors as specified 164 under Section of the Companies Act, 2013. Report from Independent Company Secretary in Practice is attached as Annexure-3.

8. MEETINGS OF THE BOARD AND COMMITTEE HELD DURING THE YEAR:

A. BOARD MEETINGS:

During the year, four board meetings were convened and held, the details of which are given in the Corporate Governance Report.

B. COMMITTEE MEETINGS:

For the details of Composition of the Committees viz. Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee and details of the number of meetings held of each committee, kindly refer to the report on Corporate Governance.

All the recommendations made by the Audit Committee, Stakeholders' Relationship Committee, Nomination and Remuneration Committee and Corporate Social Responsibility Committee were accepted by the Board.

C. MEETING OF INDEPENDENT DIRECTORS:

The Independent Directors of the Company met during the year on 10th February, 2024. The details of which are given in the Corporate Governance Report.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and SEBI (LODR) Regulations 2015 and amendments thereof.

9. PERFORMANCE EVALUATION OF THE BOARD AND INDIVIDUAL DIRECTORS:

For details of the annual evaluation of the performance of the board, its Committees and of individual directors and Committee, kindly refer to the report on Corporate Governance.

10. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:

The Board has duly approved and adopted a policy viz. “Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees” recommended by the Nomination and Remuneration Committee relating to appointment of Directors/ Key Managerial Personnel/ other employees, payment of remuneration to directors/ Key Managerial Personnel/ other employees, Directors qualifications, positive attributes, Independence of Directors and other related matters as provided under the Companies Act, 2013.

All the remunerations to the directors/ Key Managerial Personnel/ employees are as per the Companies Policy viz. “Policy for Remuneration of the Directors, Key Managerial Personnel and other Employees”.

11. DIRECTOR'S RESPONSIBILITY STATEMENT

In compliance to the Provisions of Section 134(5) of the Companies Act, 2013, your Directors wish to place on record.

i) That in preparing the Annual Accounts, all applicable accounting standards has been followed.

ii) That the accounting policies adopted are consistently followed and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of state of affairs of the Company at the end of the Financial Year and of the Profit and Loss Account of the Company for the Financial Year, under review.

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

iv) That the Annual Accounts have been prepared on a going oncern basis.

v) That the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

12. SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.

13. CHANGE IN NATURE OF BUSINESS

There were no changes in the nature of the business of the Company during the period under review.

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company between the end of period to which this financial statements relate and the date of this Report.

15. VIGIL MECHANISM

Company has suitable vigil mechanism to deal with essence of fraud and miss management, if any. No personnel has been denied access to the Audit Committee.

16. ANNUAL RETURN

As required under Section 92(3) of the Companies Act 2013, Annual Return of the Company is available on the website of the Company at the weblink http://www.atvprojects.co.in/.

17. SUBSIDARIES, JOINT VENTURE AND ASSOCIATES COMPANIES:

There are no subsidiaries, Joint Venture and Associates Companies of ATV Projects India Limited.

18. INTERNAL AUDITOR

In accordance with the provisions of Section 138 of the Companies Act, 2013, the Company has appointed M/S N.S. Bhatt and Co, Chartered Accountant as an Internal Auditor who reports to the Audit Committee. Quarterly internal audit reports are submitted to the Audit Committee which reviews the audit reports and suggests necessary action.

Further, M/S N.S. Bhatt and Co, Chartered Accountant has desired to step down from the position of Internal Auditor by submitting his resignation w.e.f. 11, May, 2024 due to old age and accordingly Mr. ShivKumar Sharma & Associates, Chartered Accountants, are appointed as Internal Auditor w.e.f 11th May, 2024 for the financial year 2024-25.

19. STATUTORY AUDITORS

At the 35th Annual General Meeting of the Company held on 10th August, 2022 the members approved appointment of

M/S. RHAD & Co. (FR No 102588W) Chartered Accountants for second term, as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of 35th Annual General Meeting till the conclusion of the 40th Annual General Meeting, subject to ratification of their appointment by members at every Annual General Meeting if so required by the Companies Act 2013. Vide notification dated May 7, 2018, the Ministry of Corporate Affairs has done away with the requirement of seeking ratification of members for appointment of auditors at every Annual General Meeting. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the 37thAnnual General Meeting.

The comments by the Auditors in their Report are selfexplanatory and, in the opinion of the Board, do not require any further clarifications

The Auditor's Reports on the Financial Statements for the financial year ended March 31, 2024 does not contain any qualification, reservation or adverse remark requiring any explanations / comments by the Board of Directors.

The comments by the Auditors in their Report are selfexplanatory and, in the opinion of the Board, do not require any further clarifications.

20. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Ms. ND & Associates, Practising Company Secretary (COP No: 4741) to undertake the Secretarial Audit of the Company. Your Company has received consent M/s. ND & Associates, Practising Company Secretaries to act as the auditor for conducting audit of the Secretarial records for the financial year ending 31st March, 2025.

The Report of the Secretarial Auditor for the financial year ended 31st March, 2024 is annexed as Annexure- 1.

The comments by the Auditors in their Report are selfexplanatory and, in the opinion of the Board, do not require any further clarifications.

21. CORPORATE GOVERNANCE

Your company adheres to all the requirements of the Corporate Governance both in letter and spirit. Your company is complying with the conditions as prescribed under Regulation 72 and 27 of SEBI LODR 2015. Code of Conduct as applicable to the directors, Key Managerial Personnel and the senior management personnel has also been put in place. Your company continues to maintain an internal control system headed by an Internal Audit Team and which the Audit Committee continuously reviews.

The Company submits on quarterly basis, a compliance report on corporate governance in the format prescribed by the Securities and Exchange Board of India, within the statutory period, from the close of the quarter with the Stock Exchanges. The said report is placed before the Board every quarter at its subsequent meeting, for its noting and comments/observations/advice, if any.

A separate section on Corporate Governance and a certificate from the Auditors confirming compliance with the Corporate Governance requirements as stipulated in Regulation 72 and 27 of SEBI (LODR) Regulations, 2015 entered into with the Stock Exchanges, form part of this Annual Report.

There were no Cyber Crime incidence during the year.

22. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the workplace (Prevention, Prohibition & Redressal) Act, 2013, An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. Your Directors state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

23. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

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

24. EMPLOYEE RELATIONS

Your Directors wish to place sincere thanks to all the employees and officers for their cordial relations and valuable services, which continued to be rendered by them to the Company.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

The Company continues to economies in every sphere including that of power and fuel by avoiding all wasteful expenditure and cutting costs. Company has already done feasibility for installing solar energy system to reduce direct energy cost and taking suitable action in this direction. Technology improvement also has been made at Mathura factory by changing the quality of electrode and up gradation of welding rectifiers.

Company has not received any foreign exchange and there was no outflow of foreign exchange during the year except foreign travelling.

26. DEMATERIALISATION OF SHARES

The Company has entered into agreements with both National Securities Depository Limited (NSDL) and Central Depository Services Limited (CDSL) whereby the shareholders have an option to dematerialize their shares with either of the Depository. As on 31st March 2024 total 68.20%of the equity share of the company has been dematerialized.

27. LISTING OF SHARES AT BSE

Shares of the company are listed on Bombay Stock Exchange and are being traded there.

28. RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and Listing Regulations, the company has formulated a Policy on Related Party Transactions is available at http://www.atvproiects.co.in/. All related party transactions that were entered into during the Financial Year 2023-2024 were on an arm's length basis and were in the ordinary course of business. All Related Party Transactions have been placed before the Audit Committee and also the Board for their approval.

The Form AOC - 2 pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is set out as Annexure -2.

29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

There were no loans, guarantees or investments made by the Company pursuant to the provisions of the Section 186 of the Companies Act, 2013 during the year under review.

30. RISK MANAGEMENT POLICY AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the Company has developed a Risk Management Policy to identify the elements of risk, if any, which may threaten the existence of the Company.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

At present the Company has not identified any element of risk, which may threaten the existence of the Company.

The Company's internal control systems with reference to the Financial Statements are adequate and commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested by Statutory as well as Internal Auditors.

Significant audit observations, if any and follow up actions thereon are reported to the Audit Committee.

31. COST RECORDS

The Company has proper maintenance of cost records as specified by the Central Government under sub section (1) of 148 of the Companies Acts, 2013 and proper accounts and records are being maintained.

32. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Corporate Social Responsibility Committee comprises of Three Director, Mr. Mahesh Chaturvedi, Chairman, Mrs. Payal Sanghvi and Mr. K. S. Nalwaya as its Members. The Composition of CSR Committee is in accordance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Company had average net profit of Rs. 312.71 lacs for last immediately preceding three financial years and two percent of the average net profits of your Company is Rs. 6.25 Lacs.

Your Company, during the year 2023-24 spent total CSR contribution of Rs. 6.31 Lacs for the school Benches, electrification work, tiles work in classes and painting work in Anganwadi and schools, on the request of local administration of Mathura, Uttar Pradesh, under Corporate Social Responsibility (CSR) activity.

33. SIGNIFICANT ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL

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

34. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

a. Details relating to deposits covered under Chapter V of the Act.

b. Issue of equity shares with differential rights as to dividend, voting or otherwise.

c. Issue of shares (Including Sweat Equity Shares) to employees of the Company under any Scheme.

Our Website is http://atvproiects.co.in/ copy of the annual return is placed on our website.

35. ACKNOWLEDGMENT

Your Directors gratefully acknowledge the continuing faith and support extended by the Central Government, State Government, Banks, Financial Institutions, Shareholders, Creditors, Staff, workers and Others who have supported the Company and hope to receive their continued support.

For and on behalf of the Board of Directors