| Dear Members,
The Directors are pleased to present 36th Annual Report and the
company's audited financial statement for the financial year ended
March 31, 2015.
FINANCIAL RESULTS:
The company's financial performance for the year ended March 31, 2015
is summarized below:
The Break-up of Profit is 31st March, 2015 31st March, 2014
given as follows
Total Revenue 124340744 90689635
Total Expenditure 121787174 88005466
Net Profit Before Taxation 2553571 2684169
Current Tax 486583 600000
Deferred Tax (881885) (214818)
Net Profit After Taxation 2948872 2298987
Add/Less : Excess/Short
Provision for Income Tax. 88532 29480
Profit for the Period for 3037405 2328467
Appropriation
Earning Per Shares
Basic 0.75 0.57
Diluted 0.75 0.57
Dividend
In order to conserve the resources, your Directors do not recommend any
dividend on equity shares of the Company.
Brief description of the Company's working during the year/State of
Company's affairs:
During the year, consolidated revenue for the year is increased by
37.11% to Rs. 1243.40 Lacs as compared to Rs.906.89 Lacs during the
last year as a result net profit after tax increased to Rs.29.49 Lacs
as against Rs.22.99 Lacs during the last year representing an increase
of 28.26% during the year.
The Company does not propose to transfer to reserves and entire profit
is proposed to be retained in the Statement of Profit & Loss in the
form of surplus.
There is no change in the nature of business of the Company during the
year.
Future Prospectus:
Due to buoyancy in the economy and favourable economic condition, the
performance of the company will further improve in the years ahead.
Material Changes and Commitments:
There are no material changes and commitments 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 this report.
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and company's
operations in future.
Subsidiaries/ Joint Venture/ Associate Companies:
Company has no subsidiary/joint ventures/associate companies. As there
are no subsidiaries, associates and joint ventures companies, no
consolidated financial statements required to be given.
Directors' Responsibility Statement:
Your Directors Statement and confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards had been followed and there are no material departures from
the same;
ii) the directors had 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 financial year and of the profit and loss
of the company for the year ended on that date.
iii) the directors had taken proper and sufficient care of 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 had prepared the annual accounts on a going concern
basis.
v) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and are operating effectively.
vi) the directors had devised proper systems to ensures compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
Related Parties Transactions
There is no contract or arrangement entered into by the Company with
related parties referred to in sub-section (1) of Section 188 of the
Companies Act, 2013. Your Directors draw attention of the members to
Note 35 to the financial statement which sets out related party
disclosures.
Corporate Governance:
The amended Clause 49 of listing requirements on Corporate Governance
is not applicable to the Company and hence nothing to report thereon.
Corporate Social Responsibilities:
As the Company's net worth, turnover or net profits are below the limit
prescribed under section 135 of the Companies Act 2013 and hence CSR is
not applicable to your Company.
Risk Management
Your company has Risk Management Framework as approved by the Board of
Directors which provides mechanism to identify, evaluate business risk
and opportunities. The risk associated with the business of the
Company, its root causes are reviewed and steps are taken to mitigate
the same. The Audit Committee and Board of Directors also reviews the
key risk associated with the business of the Company, the procedure
adopted to assess the risk, efficacy and mitigation measures.
Internal Financial Control:
The Company has a good system of internal controls in all spheres of
its activity. The internal control system is supplemented by effective
internal audit being carried out by an external firm of Chartered
Accountants. The Audit committee regularly reviews the findings of the
internal auditors and effective steps to implement the suggestion /
observation of the Auditors are taken and monitored regularly. In the
opinion of the Board, an effective internal control system adequate to
the size of the Company exists.
Directors and Key Managerial Personnel:
In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Shailesh Dhruv (DIN 00176619) and Mr.
Shaileshsingh Rajput (DIN 00176962) retire by rotation at the ensuing
Annual General Meeting and being eligible have offered themselves for
re-appointment.
Mr. J. K. Trivedi (DIN 00176500) has resigned as director w.e.f.
30/07/2014.
Pursuant to the provisions of Section 149, 152 read with Schedule IV of
the Companies Act, 2013, Mr. Nirish J. Parikh (DIN 03506494) and Mr.
Omprakash Jalan (DIN:00176876), have been appointed as Independent
directors by the shareholders at 35th Annual General meeting held on
September 30, 2014 for a period of five years.
Pursuant to the provisions of Section 161 (1) of the Companies Act,
2013 Ms. Aanchal Goenka (DIN 07145448) was appointed as additional
director designated as woman director of the Company with effect from
March 31, 2015 and She shall hold office upto the date of ensuing
annual general meeting. The company has received requisite notices in
writing from members proposing Ms. Aanchal Goenka as Director of the
Company.
Mr. Mukesh P. Shah, has been designated as Chief Financial Officer of
the Company with effect from March 31, 2015.
COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES:
Composition of Board
The Board of Directors has an optimum combination of Executive and
Non-Executive Directors and Independent directors in accordance with
the provisions of the Act. The composition of the Board of Directors of
the company as on 31st March, 2015 is as under:
Sl. Name Designation
No.
1. Mr. Arvind Goenka Chairman & Managing
2. Mr. Shailesh Dhruv Whole time director
3. Mr. Pulkit Goenka Non Independent
4. Mr. Ashok Goenka Non Independent
5. Mr. Shaileshsingh Rajput Non Independent
6. Ms. Aanchal Goenka Non Independent
7. Mr. Omprakash Jalan Independent Director
8. Mr. Nirish Parikh Independent Director
Sl. Name Executive/
No. Non Executive
1. Mr. Arvind Goenka Director Executive
2. Mr. Shailesh Dhruv Executive
3. Mr. Pulkit Goenka Non Executive
4. Mr. Ashok Goenka Non Executive
5. Mr. Shaileshsingh Rajput Non Executive
6. Ms. Aanchal Goenka Non Executive
7. Mr. Omprakash Jalan Non Executive
8. Mr. Nirish Parikh Non Executive
9 Board meetings were held during the year. The details of Board
Meetings are given below:
Date of meeting No. of directors present
18/04/2014 5
30/05/2014 5
30/07/2014 4
29/08/2014 4
30/09/2014 3
30/10/2014 4
10/02/2015 5
20/03/2015 3
31/03/2015 5
Audit Committee:
During the year the company has reconstituted its Audit Committee. The
Composition of Committee is as under:
Sl. No. Name Designation Position
in Committee
01 Mr. Omprakash Jalan Director Chairman
02 Mr. Nirish Parikh Director Member
03 Mr. Shaileshsingh Rajput Director Member
The composition of committee inter alia meets with the requirement of
Section 177 of the Companies Act, 2013
Functions and Powers of Audit Committee:
The Committee shall have discussions with the auditors periodically
about internal control systems, the scope of audit including
observation of the auditors and review of financial statement before
their submission to the Board and discuss any related issue with
internal and statutory auditors and the management of the company.
In discharging the function of the Audit Committee, the committee shall
have the authority to investigate into any matter in relating to any
terms specified in Section 177 or referred to it by the Board.
Responsibility of the Committee :
The Committee may assign any matter of importance nature relating to
the accounts, finance, taxation, inspection and investigation from time
to tome and may require submitting a report to the Board on such
matters within the stipulated time.
The committee on any matter relating to financial management including
audit report shall submit a report to the Board from time to time.
The Board has accepted all the recommendation made by the Audit
Committee. Nomination and Remuneration Committee:
During the year the Company has renamed and reconstituted its
Remuneration Committee as the Nomination and Remuneration Committee:
The Composition of Committee is as under:
Sl. No. Name Designation Position in
Committee
01 Mr. Nirish Parikh Director Chairman
02 Mr. Omprakash Jalan Director Member
03 Mr. Shaileshsingh Rajput Director Member
The Committee has been reconstituted in terms of Section 178 of the
Companies Act, 2013. The Committee shall have at least the following
basic responsibilities:
* To identify persons who are qualified to become directors and who may
be appointed in senior management in accordance with the criteria laid
down, recommend to the Board their appointment and removal and shall
carry out evaluation of every director's performance.
* To formulate and review criteria that must be followed for
determining qualification for determining qualifications, positive
attributes and independence of director.
* To recommend the Board a policy relating to the remuneration for the
directors, key managerial personnel and other employees and to ensure
compliance with the remuneration policy set forth by the Company.
* To propose to the Board the members that must form part of the
Committee.
* To report on the systems and on the amount of the annual remuneration
of directors and senior management.
Stakeholders Relationship Committee
The Committee has reconstituted and renamed Investor Grievance Committee
as Stakeholders Relationship Committee. The composition of the Committee
is in accordance with the Companies Act, 2013. The Composition of the
Committee is as under:
Sl. No. Name Designation Position in
Committee
01 Mr. Shaileshsingh Rajput Director Chairman
02 Mr. Omprakash Jalan Director Member
03 Arvind Goenka Director Member
04 Ashok Goenka Director Member
Basic Responsibilities of the Committee:
* Considering and resolving the grievance of shareholders of the
Company with respect to transfer of shares, non receipt of annual
report etc.
* Ensuring expeditious share transfer process in line with the
proceedings of the Share Transfer Committee.
* Evaluating performance and service standards of the Registrar & Share
Transfer Agent of the Company.
* Providing guidance and making recommendation to improve service
levels for investors.
Details of the Meeting and its attendance are given as under:
Audit Nomination Stakeholders
Committee & Remuneration Relationship
Committee Committee
No. of Meetings held
Attendance
Mr. Omprakash Jalan 4 1 1
Mr. Nirish J. Parikh 4 2 -
Mr. Shaileshsingh Rajput 3 2 3
Mr. Ashok Goenka - - 3
Mr. Arvind Goenka - - 2
The Committee was reconstituted in October, 2014.
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of
its Audit, Nomination & Remuneration and Stakeholders Relationship
Committee.
Various aspects of the Board's functioning were evaluated such as
adequacy of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties, obligations and
governance.
A separate exercise was carried out to evaluate the performance of
individual Directors including the Chairman of the Board, who were
evaluated on parameters such as level of engagement and contribution,
independence of judgment, safeguarding the interest of the Company and
its minority shareholders etc. The performance evaluation of the
Independent Directors was carried out by the entire Board. The
performance evaluation of the Chairman and the Non Independent
Directors was carried out by the Independent Directors. The Directors
expressed their satisfaction with the evaluation process.
Remuneration to Directors:
The remuneration paid to Directors, Non Executive Directors and
Independent Directors are disclosed in the Extract to the Annual Return
i.e. MGT - 9 as Annexure A to the Board Report.
Vigil Mechanism
Company has vigil mechanism in force to deal with instances of fraud and
mismanagement if any. The mechanism ensures that strict confidentiality
is maintained whilst dealing with the concern and also that no
discrimination will be meted to any person for a genuinely raised
concern. The Chairman of the Audit Committee may also be contacted by
employees to report any suspected or concerned incident of fraud /
misconduct.
Employee Stock Option etc:
During the year there are no issue of equity shares with differential
rights, no issue of sweat equity shares, no issue of employee stock
options and no provision of money by company for purchase of its own
shares by employees or by trustees for the benefit of the employees,
the details required to be given under various rules issued under the
Companies Act 2013 is NIL.
Secretarial Auditor:
The Board has appointed Mr. Bipin L. Makwana, Practicing Company
Secretary to conduct Secretarial Audit for the financial year
2014-2015. The secretarial Audit Report for the financial year March
31, 2015 is annexed herewith. With respect to the observation of the
Secretarial Auditor, the Board replies hereunder:-
1. Company's shares are not in demat form.
Your Directors respectfully submit that there was delay in getting
capital confirmation from the Stock Exchange and hence there was delay
in obtaining ISIN. The Company has just got the ISIN and the process is
on in getting shares in demat form and it will be completed very
shortly.
2. The Company has not appointed a whole time qualified Company
Secretary in the Company.
The Company's paid up share capital of the Company is less than Rs.5
Crores. However to ensure the better compliances of the various laws,
the Company is taking steps to appoint a qualified company secretary
who can accommodate in the organization.
Auditors and Auditors Report:
M/s. Nahta Jain & Associate, Chartered Accountants, Ahmedabad (FRN
106801W) are the statutory auditors of the Company and there are no
changes in the same and they are being eligible offers themselves for
reappointment and Board recommend their reappointment.
There are no qualifications, reservation or adverse remark or
disclaimer made by the statutory auditors in their auditor's report.
Loans, Guarantee, Investments and Security
Particulars of investment made, loans given etc are given in the
financial statement (Please refer to Note 9, 10 and 14 to financial
statement).
Conservation of energy, technology absorptions and foreign exchange
earnings and outgo are as follows:
Our industry is not heavy consumer of energy, further during the year
under review the company made efforts to conserve energy through
reduction consumption, the company will continue to endeavor of
conserve energy and use it more efficiently. Particulars of Energy
conservation and its use is given below:
Particulars 2014-2015 2013-2014
Electricity Purchase 2288183 1877035
Total Amount (Rs.) 18216439 12632031
Rate per unit (Rs.) 7.96 6.73
Company is having it's own research & development facilities. The
process of development is a continuous process resulting in development
of new & import substitute products. Company is taking all appropriate
measures to absolve the technology in its area of operation.
Particulars of Foreign exchange earnings and outgo is given as under:
Particulars 2014-2015
Foreign Exchange Earnings (Rs.) 9395335/-
Foreign Exchange Outgo (Rs.) Nil
Extract of Annual Return:
Extract of the Annual Return of the Company is enclosed herewith as an
annexure A to this Report.
Particulars of Employees and Other Related disclosures:
The Company has no employee drawing the remuneration of Rs.5 Lacs p.m
or Rs.60 Lacs p.a.
However the information required pursuant to Section 197 read with
Rule, 5 (1) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of the
Company, will be provided upon request.
In terms of Section 136 of the Act, the Report and Accounts are being
sent to the Members and others entitled thereto, excluding the
information on employees' particulars which is available for inspection
by the Members at the Registered Office of the Company during business
hours on working days of the Company up to the date of the ensuing
Annual General Meeting. If any Member is interested in obtaining a copy
thereof, such Member may write to the Company Secretary in this regard.
Deposits:
Your Company has not accepted any deposits which fall under Chapter V
and Section 73 to Section 76 of the Companies Act, 2013.
General Shareholder Information
36th Annual General Meeting
Venue Plot No,167, Pirana Approach Village Piplej,
Ahmedabad: 382405
Date September 30, 2015
Time 1.30 p.m
Book Closure From 23/09/2015 to 30/09/2015
(both days inclusive)
Listing of Shares:
Your Company is currently listed with BSE Ltd.
ISIN of the Company :
INE875S01019 3980361 Fully Paid up
IN9875S01017 96420 Partly Paid up
ISIN of the Company :
Registrar and Share Transfer Agents : (R & T) & Share Transfer System
The company has appointed M/s. Bigshare Services Private Limited E-2/3,
Ansa Industrial Estate, Sakivihar Road, Sakinaka, Andheri (E), Mumbai:
400 072 as Registrar and Transfer Agents for electronics shares. The
average time taken in transfer of shares is 15 days provided documents
are correct and valid in all respect. The depositories directly
transfer the dematerialized shares to the beneficiaries.
Acknowledgment:
Your Directors wish to place on record their deep sense of gratitude to
Banks for their continued support and cooperation. Our sincere thanks
are also due to our esteemed customers, suppliers and finally to
employees of the Company for their untiring efforts and commitment to
their duties.
By Order of the Board
For, Advance Multitech Ltd
Registered Office :
36, Kothari Market. Arvind Goenka
Ahmedabad 380 022 Chairman & Managing Director
DIN 00093200
Place: Ahmedabad
Date: 29/05/2015 |