| Dear Members,
The Directors have pleasure in submitting their Annual Report together
with the Audited Statements of Account for the year ended on March 31,
2015.
Financial Performance
The Company's financial performance for the year ended 31st march, 2015
is summarized below:
RS. (In Lacs)
Financial Result Year Ended Year Ended
31.03.2015 31.03.2014
Total Revenue 1173.49 1149.71
Profit /(Loss) Before Tax 9.17 12.12
Less: Tax Expenses 2.42 3.75
Profit /(Loss) After Tax 6.75 8.39
Balance carried to Balance Sheet 6.75 8.39
Operating & Financial Performance
The current recession prevailing in the economy has marred the
performance of the Company. During the year, the net revenue from
operations of your Company increased by 2.07 % from Rs. 1149.71 Lacs to
Rs. 1173.49 Lacs. For FY 2015, your Company's profit after tax stood at
Rs. 6.75 Lacs vis-a-vis Rs. 8.39 Lacs in the previous year, registering
a decline of 19.56 %.
Change in the nature of business, if any
There is no change in the nature of the business of the Company.
Details of significant and material orders passed by the regulators or
courts or tribunals impacting the going concern status and company's
operations in future
There were no significant and material orders passed by regulators or
courts or tribunals impacting the going concern status and Company's
operations in future.
Material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the
financial year of the company to which the financial statements relate
and the date of the report
There were no material changes and commitments affecting the financial
position of the Company occurring between March 31, 2015 and the date
of this Report of the Directors.
Subsidiary / Joint Ventures / Associates
The Company has no subsidiaries or associated companies therefore
disclosures in this regard are not provided in this Report.
Internal Financial Control
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weaknesses in the design or operation
were observed.
Company's Policies on Remuneration, Employee Concern (Whistle Blowing)
and also the Code of Conduct applicable to Directors and Employees of
the Company have been complied with. These Policies and the Code of
Conduct are available on the Company's website at
www.advancepowerinfratech.com.
Dividend
With the view to conserve the resources of company your directors
regret to recommend any dividend for the period under report.
Share Capital
The paid up Equity Share Capital as on March 31, 2015 was Rs.1, 16,
38,300. During the year under review the company has not issued any
shares or any convertible instruments.
Segment wise performance
The Company is primarily a manufacturer and trader of electrical
transformer as a single unit. Accordingly, the Company is a single
business segment company.
Risk Management
Although the company has long been following the principle of risk
minimization as is the norm in every industry, it has now become a
compulsion. The Board members were informed about risk assessment and
after which the Board formally adopted and implemented the necessary
steps for monitoring the risk management plan for the company.
Board of Directors
In accordance with the provisions of Companies Act, 2013 Ms. Sultana
Khan (DIN: 06940833), Director of the Company retires by rotation and
being eligible offers herself for re-appointment.
At the 20th Annual General Meeting of the company held on 30th
September, 2014 the Company had appointed Mr. Sandip Goswami (DIN
06397067) and Mr. Mohd. Mohiuddin Laskar (DIN 06727819) as independent
directors under the Companies Act, 2013 for 5 consecutive years for a
term upto 31st December, 2019.
All independent directors have given declaration that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of listing agreement.
Mr. Sudhir Kumar Joshi (DIN: 05102823) ceased to be a director w.e.f.
31.07.2014 & Mr. Piyush Kumar Jain (DIN: 00440575) ceased to be a
director w.e.f. 14.11.2014. Your directors place on record their
appreciation for their contribution to the development of the company.
Meetings of Board and Committees
The details of number and dates of meetings held by the Board and its
Committees and attendance of Directors is given separately in the
attached Corporate Governance Report.
Directors' Responsibility Statement
The Board of Directors acknowledges the responsibility for ensuring
compliance with the provisions of section 134(3)(c) read with section
134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the
listing agreement with Stock Exchanges in the preparation of the annual
accounts for the year ended on 31.03.2015 and state that :
(i) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures, if any;
(ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(iv) the Directors have prepared the annual accounts on a going concern
basis;
(v) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
(vi) There is a proper system to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating
effectively.
Contracts and Arrangements with Related Party
There were no contracts or arrangements entered into by the company in
accordance with provisions of Section 188 of the Companies Act, 2013.
There are no materially significant related party transactions made by
the Company with Promoters, Directors, Key Managerial Personnel or
other persons which may have a potential conflict with the interest of
the Company at large.
Key Managerial Personnel
The following two persons were formally appointed as Key Managerial
Personnel of the Company effective from April 1, 2014 in compliance
with the provisions of Section 203 of the Companies Act, 2013:
a) Mr. Akhilesh Kotia, Managing Director
b) Mr. Kamal Kumar Singh, Chief Financial Officer
Board Evaluation
Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the
Listing Agreement, the Board has carried out annual performance
evaluation of its own performance, the directors individually as well
the evaluation of the working of its Committees.
Corporate Governance
Report on Corporate Governance along with the certificate thereon as
obtained from M/s. A. K. Labh & Co., Company Secretaries is separately
attached as Annexure I and Annexure II respectively and forms a part of
the Directors' Report.
Audit Committee
The Audit Committee comprises Directors namely Mr. Sandip Goswami
(Chairman), Mr. Mohd. Mohiuddin Laskar and Ms. Sultana Khan as other
members. All the recommendations made by the Audit Committee were
accepted by the Board.
Other Committees
The other Committees of the Company includes Nomination & Remuneration
Committee & Stakeholders Relationship Committee which comprises
Directors namely Mr. Sandip Goswami (Chairman), Mr. Mohd. Mohiuddin
Laskar and Ms. Sultana Khan as other members in both the committees.
The Company's Remuneration Policy is available on the Company's website
www.advancepowerinfratech.com and is attached as Annexure III and forms
a part of this Report of the Directors.
Vigil Mechanism
In order to ensure that the activities of the Company and its employees
are conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior
the company has adopted a vigil mechanism policy which is available on
the Company's website www.advancepowerinfratech.com
Corporate Social Responsibility
The provisions of Companies Act, 2013 regarding Corporate Social
Responsibility are not applicable to the Company.
Listing
The shares of the Company are listed on the Bombay and Calcutta Stock
Exchange. The Company's shares are compulsorily traded in the
dematerialized form. The ISIN number allotted is INE 009D01017.
Statutory Audit
Mr. K M Roy, Chartered Accountants (Membership No.: 53720), Kolkata,
the Auditors of your company is retiring at the forthcoming Annual
General Meeting and is eligible for re-appointment. The observations of
Auditors in their report read with the relevant notes to Financial
Statement are self explanatory and therefore do not require further
explanations.
Secretarial Audit
A Secretarial Audit was conducted during the year by the Secretarial
Auditor, Ms. Suchita Tiwari, Practicing Company Secretary (C.P
No.-13787), in accordance with the provisions of section 204 of the
Companies Act, 2013. The Secretarial Auditor's Report is attached as
Annexure IV and forms a part of this Report of the Directors. There are
no qualifications or observations or remarks made by the Secretarial
Auditor in his Report.
Internal Audit
M/S S.K.Agarwal & Co., Chartered Accountants performs the duties of
internal auditors of the company and their report is reviewed by the
audit committee from time to time.
Fixed Deposits
The Company has not accepted any deposits from the public, and as such,
there are no outstanding deposits in terms of the Companies (Acceptance
of Deposits) Rules, 2014.
Loans, guarantees and investments
It is the Company's policy not to give loans, directly or indirectly,
to any person or to other body corporate or give any guarantee or
provide any security in connection with a loan to any other body
corporate or person.
Conservation Of Energy. Technology Absorption. Foreign Exchange Earning
and Outgo:
In compliance with the provisions of section 134(3) (m) read with Rule
8(3) of the Companies (Accounts) Rules, 2014 your company has to report
that:
a) Your Company has neither carried out any Research and Development
Work nor spent any amount on it.
b) There were no foreign exchange earnings or outgo.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form
MGT 9 is annexed herewith as Annexure V.
Managerial Remuneration
The information required pursuant to Section 197(12) read with Rule
5(1) of The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of employees of the Company is
attached here as Annexure VI and forms a part of the Directors' Report.
There are no employees who are in receipt of remuneration in excess of
the limit specified under section 134(3) (q) read with Rule 5 (2) and 5
(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
Disclosures under Sexual Harassment of Women at Workplace (Prevention.
Prohibition and Redressal) Act. 2013.
Your Directors state that during the year an Internal Complaint
Committee has been formed to review the cases filed pursuant to Sexual
Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and further state that, there were no cases
reported in respect to above mentioned Act.
Acknowledgement
Your Directors take the opportunity of placing their sincere
appreciation to the Central Government, State Government, Banks,
Financial Institutions, employees, associates, consultants and members
of the company for their valuable guidance and support.
On behalf of the Board
For Advance Powerinfra Tech Ltd.
Akhilesh Kotia
Managing Director
Registered Office:
4, Chandni Chowk Street
Kolkata-700072 Sandip Goswami
Date: 30.05.2015 Director
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