- BOARD AND COMMITTEES OF BOARD OF DIRECTORS
During the financial year 2023-24, the Board of Directors of your
Company met 4 times. Date of meetings held along with
attendance details of director etc. have been provided in the Report
titled as "Report on Corporate Governance" annexed with this report.
Your Company has constituted various committees such as Audit
Committee, Nomination and Remuneration Committee, Stakeholders Relationship committee and
Corporate Social Responsibility, and others in accordance with the provisions of the
Companies Act, 2013, Securities and Exchange Board of India (Listing Obligations and
Disclosures Requirements) Regulations, 2015, as amended and applicable laws, rules and
regulations.
Disclosures in respect of the compositions of committees, functions,
frequency of the meeting etc. have been provided in the Report titled as "Report on
Corporate Governance" annexed with this report.
- PERFORMANCE EVALUATION
The Board of Directors has carried out an annual evaluation of its
own performance, board committees, and individual directors pursuant to the provision 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 broadly based on the Guideline Note on Board
Evaluation issued by the Securities and Exchange Board of India on 5th January, 2017.
In a separate meeting of independent directors, the performance of
non-independent directors, the Board as a whole, and the chairman of the company were
evaluated, taking into account the views of executive directors and non- executive
directors.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of criteria such as the contribution of
the individual director to the board and committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution, and inputs in meetings
etc.
The Performance evaluation criteria for independent directors is
determined by the Nomination and Remuneration Committee. An indicative list of factors on
which evaluation was carried out include participation and contribution by a director,
commitment, effective development of knowledge and expertise, integrity and maintenance of
confidentiality and independence of behaviour and judgment.
- AUDITORS AND AUDITORS' REPORTS
Statutory Auditors and Auditors' Report
M/s V.Goswami & Co., (Firm Registration No. 128769W), Chartered
Accountant, has been appointed as Statutory
Auditors of the Company at the 10th Annual General Meeting held on 27th
August, 2020 to hold office from the conclusion of 10th Annual General Meeting (AGM) till
the conclusion of 15th Annual General Meeting of the Company, subject to compliance of the
various provisions of Companies Act, 2013.
The Statutory Auditors of the Company have submitted Auditors'
Report on the financial statements of the Company for the financial year ended 31st March,
2024 along with financial of the Company forms integral part of this Report and is
presented in a separate section forming part of the Annual Report. The reports do not
contain any reservation, qualification or adverse remark. Information referred to in the
Auditors' Report are self-explanatory and do not call for any further comments.
Secretarial Auditor
The Board of Directors of your Company has, as per the requirement
under Section 204 of the Act and rules made there under, appointed Mr. Rajesh Parekh,
Practicing Company Secretary, Ahmedabad (COP No. 2939) for the Secretarial Audit of the
Company for the year 2023-24. However, they have expressed their inability to continue as
the Secretarial Auditor of the Company from 17th August, 2023 and placed their
resignation. Hence, due to the vacancy so occurred, the Company has appointed M/s. RPSS
and Co. Practicing Company Secretary, Ahmedabad as Secretarial Auditor of the Company for
the year 2023-24.
The Secretarial Report for the financial year 2023-24 forms integral
part of this Report as ‘Annexure 2'. Based on Secretarial Audit, there
has been following observation in the report:
Information referred to in the Auditors' Report are self-
explanatory and do not call for any further comments.
Cost Auditor
The Company has made and maintained cost accounts and records as
specified by the Central Government under Section 148(1) of the Companies Act, 2013. For
the financial year 2023-24, M/s Dalwadi and Associates, Cost Accountant, Ahmedabad have
conducted the audit of the cost records of the Company.
Pursuant to the provisions of Section 148 of the Companies Act, 2013,
read with Notifications/ Circulars issued by the Ministry of Corporate Affairs from time
to time, the Board appointed M/s Dalwadi and Associates, Cost Accountant, Ahmedabad to
audit the cost records of the Company for the financial year 2023-24.
The remuneration payable to the Cost Auditor is subject to ratification
by the Members at the Annual General Meeting. Accordingly, the necessary Resolution for
ratification of the remuneration payable to M/s Dalwadi and Associates, Cost Accountant,
Ahmedabad, for the audit of cost records of the Company for the financial year 2023-24,
has been included in the Notice of the forthcoming 14th Annual General Meeting of the
Company. The Directors recommend the same for approval by the Members.
Internal Auditor
Pursuant to the provisions of Section 138 of the Companies Act,
2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, M/s Rajesh J Shah &
Associates, (Firm Registration No.108407W), Chartered Accountant was appointed as an
Internal Auditor of the company for the Financial year 2023-
24. However, they have expressed their inability to continue as the
Internal Auditor of the Company from 17th August, 2023 and placed their resignation.
Hence, due to the vacancy so occurred, the Company has appointed M/s Shah Thakkar &
Co, Practising Chartered Accountants, Ahmedabad as Internal Auditor of the Company for the
year 2023-24.
The Internal Auditor has placed the Internal Audit Report for every
quarter and the same was discussed with the Board.
- INTERNAL FINANCIAL CONTROL SYSTEM:
The Company has an adequate system of internal control to safeguard
and protect from loss, unauthorized use or disposition of its assets. All the transactions
are properly authorized, recorded and reported to the Management. The Company is following
all the applicable Accounting Standards for properly maintaining the books of accounts and
reporting financial statements. The Internal auditor of the company checks and verifies
the internal control and monitors then in accordance with policy adopted by the company.
The company continues to ensure proper and adequate systems and procedures commensurate
with its size and nature of its business.
- POLIC Y ON APPOINTMENT AND REMUNERATION FOR DIRECTORS, KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGEMENT EMPLOYEES:
The Nomination and Remuneration Committee of the Board has devised
a policy for selection and appointment of Directors, Key Managerial Personnel and Senior
Management Employees and their Remuneration. The Committee has formulated the criteria for
determining qualifications, positive attributes and independence of a director (including
Independent Directors) and other matters provided under section-178(3) of the Companies
Act 2013, which has been displayed on the Company's website www.advaitinfra. com/policies.
The skills, expertise and competencies of the Directors as identified by the Board, along
with those available in the present mix of the Directors of your Company, are provided in
the ‘Report on Corporate Governance' forming part of the Report and Accounts.
The Company has in place a policy relating to the remuneration of the
Directors, KMP and other employees of the Company. The policy is available on the website
of the Company at Remuneration-Policy.pdf (advaitinfra.com).
- PARTICULARS OF CONTR AC T OR ARRAGEMENT WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in its ordinary course of business and
on an arm's length basis.
During the year, the Company had not entered into any contract/
arrangement / transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions or
which is required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with
Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Policy on Materiality of Related Party Transactions and dealing
with Related Party Transactions as approved by the Board is put up on the Company's
website and can be accessed at Microsoft Word - Related Party Transaction Policy (advaitinfra.com).
There were no materially significant related party transactions which
could have potential conflict with interest of the Company at large. Members may refer
Note 39 to the Standalone Financial Statement which sets out related party disclosures
pursuant to Ind AS.
- VIGIL MECHANISM/ WHISTLEBLOWER POLICY AND FRAUD
In line with the best corporate governance practices, Company has
put in place a system through which the Directors and employees may report concerns about
unethical behaviour, actual or suspected fraud or violation of the Company's Code of
Conduct & Ethics without fear of reprisal. The employees and Directors may report to
the Compliance Officer and have direct access to the Chairman of the Audit Committee. The
Whistle Blower Policy is also available on the website of the Company at
Vigil-Mechanism-Policy.pdf (advaitinfra.com).
Further, there was no instance of fraud during the year under review,
which required the Statutory Auditor to report to the Audit Committee and / or Board under
Section 143(12) of the Act and Rules framed thereunder.
- PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, a statement showing the names of Top 10 employees in
terms of remuneration drawn and the names and other particulars of the employees drawing
remuneration in excess of the limits set out in the said rules forms part of this Report.
Disclosures relating to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, as amended forms part of this Report.
Having regard to the provisions of the second proviso to Section 136(1)
of the Act and as advised, the Annual Report excluding the aforesaid information is being
sent to the members of the Company. Any member interested in obtaining such information
may write to the Company on email id cs@advaitgroup.co.in.
- DETAILS OF EMPLOYEE STOCK OPTION SCHEME
The Company had approved Advait Infratech Limited – Employees
Stock Option Scheme 2022 (AIL ESOP 2022) in the Annual General meeting held on June 28,
2022. Further, the Company has revised the said scheme with the approval of shareholders
vide postal ballot passed on 30th March, 2023 with respect to its implementation form
secondary market Route to Primary Route.
A total of 2,00,000 options were available for grant to the eligible
employees of the Company, its subsidiaries and Associates. The Compensation Committee at
its meeting held on May 20, 2023, granted 23,922 options, being the first grant under Plan
2022, to the eligible employees of the Company, its Subsidiary and Associates.
The applicable disclosures as stipulated under the Securities and
Exchange Board of India (Share Based Employee Benefits and Sweat Equity), Regulations,
2021 (‘SEBI Regulations') for the year ended 31st March, 2024, with regard to
AIL ESOP 2022 are provided on the website of the Company at the link Stock Exchange
Compliences - Advait new website (advaitinfra. com) and form a part of this
Report.
Voting rights on the shares, if any, as may be issued to employees
under the Plans are to be exercised by them directly or through their appointed proxy,
hence, the disclosure stipulated under Section 67(3) of the Companies Act, 2013, is not
applicable.
There is no material change in the AIL ESOP 2022 and the same is in
compliance with the SEBI Regulations, as amended from time to time. The certificate from
the Secretarial Auditor of the Company, that the aforesaid Schemes have been implemented
in accordance with the SEBI Regulations along with the Resolution passed by the Members,
would be available for the inspection by the Members at the forthcoming 14th Annual
General Meeting.
- RISK MANAGEMENT
During the financial year under review, the company has identified
and evaluated elements of business risk. Consequently, a Business Risk Management
framework is in place. The Risk management framework defines the risk management approach
of the company and includes periodic review of such risks and also documentation,
mitigation controls, and reporting mechanism of such risks. The framework has different
risk models which help in identifying risks trend, exposure, and potential impact analysis
at a company level as also separately for business. The Policy is available for at the
Website of the Company at Risk-Management-Policy.pdf (advaitinfra.com) .
- CORPORATESOCIALRESPONSIBILITY INITIATIVES
The company believes in corporate excellence and social welfare.
This corporate philosophy is the force behind integrating Corporate Social Responsibility
(CSR) into
corporate values, culture, operation and business decisions at all
levels of the organization. Being a responsible corporate citizen, The Company has a value
system of giving back to society and improving the life of the people and the surrounding
environment.
The Company's CSR initiatives are inspired by the opportunity to
contribute to a more secure and sustainable future. The company believes that the
corporate strategy which embraces social developments as an integral part of the business
activities ensure long term sustainability of business enterprises. With this belief, the
Company is committed to make substantial improvements in the social framework of the
nearby community.
In compliance with section 135 of the Companies Act, 2013 read with
Companies (Corporate Social Responsibility Policy) Rules, 2014 the company has adopted a
CSR Policy, which is available at Corporate-Social-Responsibility-Policy-Revsied-
Adopted-in-2022.pdf (advaitinfra.com).
The Annual Report on CSR expenditures for the FY 2023-24 is annexed
herewith and forms part of this report as Annexure 3.
- CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Information on conservation of energy, technology absorption
and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the
Companies Act,2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, as amended
from time to time is given in the "Annexure 4" forming part of this
report.
- GENERAL