Your Directors are pleased to present the 38th Report together withthe Audited Statement of Accounts for the year ended 31st March,2025.
Particulars
Year Ended(31-03-2025)
Year Ended(31-03-2024)
Total Revenue fromoperations
7056.86
6153.15
Other Income
74.45
10.41
Total
7131.31
6163.56
Profit / (Loss) beforeexceptional items and Tax
735.97
640.41
Exceptional Items
NIL
Profit before tax
Tax Expenses (Net)
(4.15)
(5.28)
Profit / (Loss) after Tax
740.12
645.69
Other comprehensiveincome
Total Comprehensiveincome/ Profit for the year
Balance Profit carried toBalance Sheet
4845.11
4104.99
Material changes and commitments which have occurred after theclose of the year till the date of this report, which affect the financialposition of the Company are reported at appropriate places to thisreport.
For the period ended 31st March, 2025 the Company has nottransferred any sum to Reserve.
The Authorized Share Capital of the company as on 31st March,2025 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 on31st March, 2025 remained Rs.5255.57 Lacs. During the yearunder review the Authorized, Issued, Subscribed and Paid-upcapital of the company remained unchanged.
During the financial year, the Company initiated the process ofreclassifying certain entities from the 'Promoter' category to the'Public' category, in accordance with Regulation 31A of the SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015. These entities either held no equity shares or held less than1% of the Company's total shareholding.
The proposal for reclassification was approved by the Board ofDirectors at its meeting held on 9th August, 2023 and an applicationwas subsequently submitted to BSE Limited on 18th August, 2023.
The following entities were considered for reclassification from the'Promoter' category to the 'Public' category:
1. Apple Steels Private Limited
2. Chaturvedi Growth Funds Private Limited
3. Krishna Suppliers Private Limited
4. Maharshi Agro Private Limited
5. Manmohak Farm Products Private Limited
6. Marsh Energy Private Limited
7. Rainbow Multi Techs Private Limited
8. Soubhagya Finance Private Limited
9. Yamuna Estate Private Limited
10. Akhil Marketing Private Limited (22,597 shares of ATV)
11. Krishna Advisors Private Limited (54,222 shares of ATV)
12. Mamta Holdings Private Limited (20,035 shares of ATV)
BSE Limited granted its approval for the said reclassification on18th June, 2024. Accordingly, Promoters holding zero holding andless then 1% were moved to Public Category. These changes weresubsequently incorporated in all the filings with the BSE andRegulatory authorities.
The company has earned profits during the year; however, it wouldlike to retain the same for the growth of the company. Hence, thecompany is not declaring the dividend for the current year.
Your Mathura plant is fully equipped to undertake fabrication ofcritical 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 andsupply of critical equipment required for cement and Power sectors.Company has installed some additional new machines andreplaced the old machines with new modern machines such aswelding, drilling, Grinding, Cutting machines etc.
The existing CNC Horizontal Boring Machine (Skoda make), whichhas been retrofitted for enhanced functionality, is currently incontinuous operation. It is being effectively utilized for in-housemachining of various components related to cement plants, hydroand power projects, and other heavy fabrication assignments. Tofurther improve its performance, the machine is scheduled forcomprehensive servicing and calibration by a specialized agency.This initiative is aimed at enhancing operational speed, machiningaccuracy, and overall efficiency in handling high-precision jobs.
Newly installed VTL (Vertical Turret Lathe) is continuously underoperation & the various cement, hydro, power plant equipment &other heavy machining job are being machining in house.
Retro-Fitting of Tube Bending Machine: To align with projectedbusiness opportunities and client expectations, ATV is undertakinga comprehensive retro-fitting of its existing, non-operational tubebending machine. The initiative follows strong assurance from akey client regarding significant future orders for economizers,superheaters, and other tube-based components uponenhancement of this capability. The retro-fitting work, being carriedout by the Original Equipment Manufacturer (OEM), will includecritical mechanical and control system upgrades to restore themachine to modern operational standards, thereby strengtheningour production capacity and responsiveness.
Our in-house developed Design and Engineering team is fullyoperational, & giving their performance in meeting the eligibilitycriteria required for participation in tenders floated from variousCompanies & executing the engineering services (Drawing &Design) for new awarded projects including ‘U' Stamp services.
Enlistment with EIL: Your Company has already been approved byEIL for manufacturing & supplies for Carbon steel pressure vesselsup to 100 mm thickness and we are getting the business forpressure vessels & other process equipment. This major milestonehas really paved the way for future growth in Oil & gas sector. Weare continuously bidding using the qualification criteria and gettingregular business from Chemical-petro chemical & refineries sectoretc.
Enlistment with PDIL: Your Company has successfully securedapproval and enlistment with PDIL as an approved manufacturer ofCS Pressure Vessels. This significant milestone is expected topave the way for receipt of future enquiries and orders, particularlyfrom the fertilizer and allied sectors. In view of the numerousupcoming fertilizer projects across India, ATV is actively pursuingan enhancement of its approval scope across additionalcategories, thereby positioning itself to cater to a broader range ofengineering and fabrication requirements.
We are expecting approx. Rs. 100 Crores orders in the financialyear of 2025-26 for manufacturing of various equipment from theclients namely M/s L&T, M/s ISGEC, M/s. Voith, M/s Andritz HydroPvt. Ltd., M/s FL Smidth Private Limited, M/s Humboldt WedagIndia Pvt Ltd. M/s SAEL & M/s Thyssen/NRL, PP Boiler, ThermoFab, Gramp Enviro Solutions Pvt. Ltd, IOCL, GAIL, Kemcco, PowerMachine- Hydro etc.
Management is planning to retrofitted / replace the old machinery atour plant as the existing machines are 30/40 years old and to be atpar in the global market, discussion with the technical staff and theconsultant are going on.
Your company has been contacting several industries in the field ofcement for new contracts. Your company, after obtaining RDSOapproval for fabrication of heavy steel Girders, railway bridges forthe railway are negotiating with several companies for fabrication ofrailway bridges.
Your company is in discussion and expecting few orders in the fieldof Steel & Power. We are exploring various options for tie up with atechnology provider for ethanol for Indian and African markets toexecute project in India and Africa. Indian government policy toincrease ethanol blending from existing approx. 5 to 20% willgenerate lot of business in this sector.
Tie up with Engineering Consultant like Korus engineeringsolutions may also open a lot of business opportunities for ATVprojects by joint bidding for EPC projects in steel 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, youare 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 thetie-up covers different industries such as sugar, distillery, steel,
power, chemical, petrochemical, food processing, co-generationplant, waste-to-energy, and textile projects is an advantage as itopens up multiple business opportunities for your company. Youcan leverage this opportunity to achieve significant growth andsuccess in the EPC projects of boilers.
Your company is already enlisted in Engineers India Limited formanufacturing & supply of Carbon Steel Pressure Vessels up to100 mm thickness and now ATV is planning to enhance theapproval in various categories like Heat Exchangers & StainlessSteel Vessels etc.
Your company has expanded its business in the static equipment byincreasing its capacity & quality for manufacturing and supply ofPressure Vessels of higher thickness ranges by obtaining theASME U, S & R Stamps Certification. Obtaining the ASME U, S & RStamp Certification certainly has opened up new opportunities foryour company and helped to attract more customers who requirepressure vessels that meet ASME standards. We have startedgetting business with ASME Stamp certification.
Company is managed by well qualified, experienced professionalsguided by the Board of Directors.
The Board is duly constituted having combination of Executive andnon Executive Directors.
During the year under review,
Mr. M. V. Chaturvedi, Chairman (DIN: 00086331) is the PermanentDirector.
Mr. K.S. Nalwaya (DIN: 01259966) is the Independent Directors ofthe Company.
Mr. Arun Kumar Sharma (DIN: 09247743) who was appointed as aWhole Time Director in the Annual General meeting on 10th August,2022 for a term of three years will be completing his tenure as aWhole Time Director. Based on recommendations of Nominationand Remuneration Committee in its meeting held on 19th July,2025and the Board of Directors at their meeting held on 19th July, 2025recommended, re-appointment of Mr. Arun Kumar Sharma (DIN:09247743) as a Whole Time Director for a second term of 5 years,consent of shareholders by way of special resolution is proposed inthe 38th Annual General Meeting of the Company.
Mrs. Payal Sanghavi (DIN-08133682) who was appointed as anIndependent Woman Director in the Annual General meeting on10th August, 2022 for a term of three years will be completing hertenure as an Independent Woman Director. Based onrecommendations of Nomination and Remuneration Committee inits meeting held on 19th July,2025 and the Board of Directors attheir meeting held on 19th July, 2025 recommended, re¬appointment of Mrs. Payal Sanghavi (DIN-08133682) as anIndependent Woman Director for a second term of 5 years, consentof shareholders by way of special resolution is proposed in the 38thAnnual General Meeting of the Company.
Mrs. Deepa Rai (DIN- 09373145) who was appointed as anIndependent Director in the Annual General meeting on 10thAugust, 2022 for a term of three years will be completing her tenureas an Independent Director. Based on recommendations of -
Nomination and Remuneration Committee in its meeting held on19th July, 2025 and the Board of Directors at their meeting held on19th July, 2025 recommended, re-appointment of Mrs. Deepa Rai(DIN- 09373145) as an Independent Director for a second term of 5years, consent of shareholders by way of special resolution isproposed in the 38th Annual General Meeting of the Company.
Mr. Harish Chandra Gupta (DIN: 02237957), is a Non-ExecutiveDirector will retire by rotation in this Annual General Meeting. Beingeligible, he offers himself to be reappointed as Director.
During the year Mr. H. P. Sharma ceased to be an IndependentDirector of the Company due to his sad demise on 24th August,2024.
Mrs. Pooja Bagwe has resigned from the position of Whole TimeDirector and Company Secretary of the Company w.e.f. from 25thDecember, 2024, and Mrs. Sarada Patro has been appointed as aCompany Secretary w.e.f. 11th February, 2025.
Mr. Rakesh Tiwari (DIN- 10805204) who has been appointed asAdditional Director with effective from 26th October, 2024designated as Independent Director. As per SEBI LODR, 2015 Mr.Rakesh Tiwari (DIN- 10805204) appointment has been regularizedthrough Postal Ballot on 17th January, 2025.
The Company has received declaration from IndependentDirectors that they meet the criteria of independence as prescribedunder subsection (6) of Section 149 of the Companies Act andRegulation16(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 beingDirectors as specified 164 under Section of the Companies Act,2013. Report from Independent Company Secretary in Practice isattached as Annexure-3.
During the year, the Company has replaced the existing Articles ofAssociation with a new set of Articles of Association through postalballot to align with the Companies Act, 2013 and other applicableprovisions and notifications/enactments thereof.
During the year, five board meetings were convened and held, thedetails of which are given in the Corporate Governance Report.
For the details of Composition of the Committees viz. AuditCommittee, Stakeholders' Relationship Committee, Nominationand Remuneration Committee and Corporate Social ResponsibilityCommittee and details of the number of meetings held of eachcommittee, kindly refer to the report on Corporate Governance.
All the recommendations made by the Audit Committee,Stakeholders' Relationship Committee, Nomination andRemuneration Committee and Corporate Social ResponsibilityCommittee were accepted by the Board.
The Independent Directors of the Company met during the year on11th February 2025. The details of which are given in the CorporateGovernance Report.
All Independent Directors have given declarations that they meetthe criteria of independence as laid down under Section 149(6) ofthe Companies Act, 2013 and SEBI (LODR) Regulations 2015 andamendments thereof.
For details of the annual evaluation of the performance of the board,its Committees and of individual directors and Committee, kindlyrefer to the report on Corporate Governance.
10. COMPANY'S POLICY RELATING TO DIRECTORS'APPOINTMENT, PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES:
The Board has duly approved and adopted a policy viz. “Policy forRemuneration of the Directors, Key Managerial Personnel andother Employees” recommended by the Nomination andRemuneration Committee relating to appointment of Directors/ KeyManagerial Personnel/ other employees, payment of remunerationto directors/ Key Managerial Personnel/ other employees, Directorsqualifications, positive attributes, Independence of Directors andother related matters as provided under the Companies Act, 2013.
All the remunerations to the directors/ Key Managerial Personnel/employees are as per the Company's Policy viz. “Policy forRemuneration of the Directors, Key Managerial Personnel andother Employees”.
In compliance with the Provisions of Section 134(5) of theCompanies Act, 2013, your Directors wish to place on record.
i) That in preparing the Annual Accounts, all applicableaccounting standards have been followed.
ii) That the accounting policies adopted are consistentlyfollowed and the judgments and estimates made arereasonable and prudent so as to give a true and fair view ofstate of affairs of the Company at the end of the Financial Yearand of the Profit and Loss Account of the Company for theFinancial Year, under review.
iii) That the Directors have taken proper and sufficient care forthe maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguarding theassets of the Company and for preventing / detecting fraudand other irregularities.
iv) That the Annual Accounts have been prepared on a goingconcern basis.
v) That the Directors had laid down internal financial controls tobe followed by the Company and that such internal financialcontrols are adequate and were operating effectively.
vi) That the Directors had devised proper system to ensurecompliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.
The Directors state that applicable Secretarial Standards, i.e. SS-1and SS-2, relating to ‘Meetings of the Board of Directors' and‘General Meetings', respectively, have been duly followed by theCompany.
There were no changes in the nature of the business of theCompany during the period under review.
There were no material changes and commitments affecting thefinancial position of the Company between the end of period towhich these financial statements relate and the date of this Report.
Company has suitable vigil mechanisms to deal with the essence olfraud and mismanagement, if any. No personnel have been deniedaccess to the Audit Committee.
As required under Section 92(3) of the Companies Act 2013,Annual Return of the Company is available on the website of theCompany at the weblink http://www. atvprojects.co.in/.
There are no subsidiaries, Joint Venture and AssociatesCompanies of ATV Projects India Limited.
In accordance with the provisions of Section 138 of the CompaniesAct, 2013, the Company has appointed Mr. Shivkumar Sharma,Chartered Accountant as an Internal Auditor who reports to theAudit Committee. Quarterly internal audit reports are submitted tothe Audit Committee, which reviews the audit reports and suggestsnecessary action.
Mr. Shivkumar Sharma & Associates, Chartered Accountants, areappointed as Internal Auditor w.e.f. 28th May, 2025 for the financialyear 2025-26.
At the 35th Annual General Meeting of the Company held on 10thAugust, 2022 the members approved appointment of M/S. RHAD &Co. (FR No 102588W) Chartered Accountants for second term, asStatutory Auditors of the Company to hold office for a period of fiveyears from the conclusion of 35th Annual General Meeting till theconclusion of the 40th Annual General Meeting, subject toratification of their appointment by members at every AnnualGeneral Meeting if so required by the Companies Act 2013. Videnotification dated 7th May, 2018, the Ministry of Corporate Affairshas done away with the requirement of seeking ratification of
members for appointment of auditors at every Annual GeneralMeeting. Accordingly, no resolution is proposed for ratification ofappointment of statutory auditors at the 38th Annual GeneralMeeting.
The comments by the Auditors in their Report are self-explanatoryand, on the opinion of the Board, do not require any furtherclarifications.
The Auditor's Reports on the Financial Statements for the financialyear ended 31st March, 2025 does not contain any qualification,reservation or adverse remark requiring any explanations /comments by the Board of Directors.
Pursuant to Regulation 24A(1) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, as amended, and incompliance with SEBI's circular SEBI/HO/CFD/CFD-PoD-2/CIR/P/2024/185 dated 31st December, 2024 read with theapplicable provisions of Companies Act, 2013 and other applicableregulations/ notifications, Board of Directors has recommendedM/s ND and Associates, Company Secretary in practice (COP No:4741) as the Secretarial Auditor of the Company for a period of fiveconsecutive years, from the conclusion of the ensuing AnnualGeneral Meeting till the conclusion of the 43rd Annual GeneralMeeting subject to the approval of Shareholders in the ensuingAnnual General Meeting of the Company on such terms andremunerations as may be mutually agreed upon between the saidsecretarial auditor and Board of Directors of the Company.
The Report of the Secretarial Auditor for the financial year ended31st March 2025 is annexed as “Annexure - 1”.
Your company adheres to all the requirements of the CorporateGovernance both in letter and spirit. Your company is complyingwith the conditions as prescribed under Regulation 72 and 27 ofSEBI LODR 2015. Code of Conduct as applicable to the directors,Key Managerial Personnel and the senior management personnelhas also been put in place. Your company continues to maintain aninternal control system headed by an Internal Audit Team and whichthe Audit Committee continuously reviews.
The Company submits on quarterly basis, a compliance report oncorporate governance in the format prescribed by the Securitiesand Exchange Board of India, within the statutory period, from theclose of the quarter with the Stock Exchanges. The said report isplaced 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 fromthe Auditors confirming compliance with the Corporate Governancerequirements as stipulated in Regulation 72 and 27 of SEBI (LODR)Regulations, 2015 entered with the Stock Exchanges, form part ofthis Annual Report.
There were no Cyber Crime incidents during the year.
The Company has in place a Prevention of Sexual HarassmentPolicy in line with the requirements of The Sexual Harassment ofWomen at the workplace (Prevention, Prohibition & Redressal) Act,2013, An Internal Complaints Committee has also been set up toredress complaints received on sexual harassment. All employees(Permanent, contractual, temporary, trainees) are covered underthis policy. Your directors state that during the year under review,there were no cases filed pursuant to the Sexual Harassment ofWomen at Workplace (Prevention, Prohibition and Redressal) Act,?rm
Sr.
No of Complaints
1
Number of complaints of sexual harass¬ment received in the year
2
Number of complaints disposed off duringthe year
3
Number of cases pending for more thanninety days
B. During the year, the Company has complied with theprovisions relating to Maternity Benefit Act, 1961 and rulesthereof.
The Board has adopted the procedures for ensuring the orderly andefficient conduct of its business, including adherence to theCompany's policies, the safeguarding of its assets, the preventionand detection of frauds and errors, the accuracy and completenessof the accounting record, and the timely preparation of reliablefinancial disclosures.
Your Directors wish to place sincere thanks to all the employeesand officers for their cordial relations and valuable services, whichcontinued to be rendered by them to the Company.
25. CONSERVATION OF ENERGY, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:
The Company continues to economies in every sphere includingthat of power and fuel by avoiding all wasteful expenditure andcutting costs. The company has already done feasibility forinstalling solar energy system to reduce direct energy cost andtaking suitable action in this direction. Technology improvementalso has been made at Mathura factory by changing the quality ofelectrode and upgradation of welding rectifiers.
The company has not received any foreign exchange and therewas no outflow of foreign exchange during the year except foreigntravelling.
The Company has entered into agreements with both NationalSecurities Depository Limited (NSDL) and Central Depository -
Services Limited (CDSL) whereby the shareholders have an optionto dematerialize their shares with either of the Depository. As on31st March, 2025 a total of 68.73% of the equity share of thecompany has been dematerialized.
Shares of the company are listed on the Bombay Stock Exchangeand are being traded there.
In line with the requirements of the Companies Act, 2013 and ListingRegulations, the company has formulated a Policy on Related PartyTransactions is available at http://www.atvprojects.co.in/. All relatedparty transactions that were entered into during the Financial Year2024-2025 were on an arm's length basis and were in the ordinarycourse of business. All Related Party Transactions have beenplaced before the Audit Committee and also the Board for theirapproval.
The Form AOC - 2 pursuant to Section 134(3) (h) of the CompaniesAct, 2013 read with Rule 8(2) of the Companies (Accounts) Rules,2014 is set out as “Annexure -2”.
There were no loans, guarantees or investments made by theCompany pursuant to the provisions of the Section 186 of theCompanies Act, 2013 during the year under review.
Pursuant to section 134 (3) (n) of the Companies Act, 2013, theCompany has developed a Risk Management Policy to identify theelements of risk, if any, which may threaten the existence of theCompany.
The Company has in place a mechanism to identify, assess,monitor and mitigate various risks to key business objectives. Majorrisks identified by the businesses and functions are systematicallyaddressed through mitigating actions on continuing basis. Theseare discussed at the meetings of the Audit Committee and theBoard 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 theFinancial Statements are adequate and commensurate with thenature 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 thereonare reported to the Audit Committee.
The Company has proper maintenance of cost records as specifiedby the Central Government under sub section (1) of 148 of theCompanies Acts, 2013 and proper accounts and records are beingmaintained.
Corporate Social Responsibility Committee comprises of ThreeDirector, Mr. M. V. Chaturvedi, Chairman. Mr. K. S. Nalwaya andMrs. Payal Sanghavi as its Members. The Composition of CSRCommittee is in accordance with the provisions of Section 135 ofthe Companies Act, 2013 and the Companies (Corporate SocialResponsibility Policy) Rules, 2014.
The Company had average net profit of Rs. 425.61 lacs for lastimmediately preceding three financial years and two percent of theaverage net profits of your Company is Rs. 8.51 Lacs.
Your Company, during the year 2024-2025 spent total CSRcontribution of Rs. 9.12 Lacs for distribution of Desk & Benches atvarious schools in Mathura district and constructions of rooms inJanaki Bai Girls School in Mathura, Uttar Pradesh, under CorporateSocial Responsibility (CSR) activity.
The Annual Report on CSR Activities for the Financial Year ended31st March 2025 is annexed as “Annexure - 4”.
There is no significant material orders passed by theRegulators/Courts/Tribunals which would impact the going concernstatus of the Company and its future operations.
Your directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions onthese items during the year under review:
a. Details relating to deposits covered under Chapter V of theAct.
b. Issue of equity shares with differential rights as to dividend,voting or otherwise.
c. Issue of shares (Including Sweat Equity Shares) toemployees of the Company under any Scheme.
Our website is http://atvprojects.co.in/ copy of the annual return isplaced on our website.
Your Directors gratefully acknowledge the continuing faith andsupport extended by the Central Government, State Government,Banks, Financial Institutions, Shareholders, Creditors, Staff,workers and Others who have supported the Company and hope toreceive their continued support.
Place: Mumbai Chairman
(DIN: 00086331)