| Dear Members,
The Directors are delighted to present the 21st Annual Report of your
Company together with the Audited Annual Accounts for the financial
year ended 31st March, 2015.
1. Financial Results
The Financial Performance of your Company for the year ended March 31,
2015 is summarized below
(Amount in Lacs)
Particulars For the year ended
31.03.2015 31.03.2014
Profit before Depreciation & Income Tax (26.53) 164.64
Less: Depreciation 64.90 68.45
Profit after depreciation (91.43) 96.19
Less: Provision for Income Tax: - 18.32
Less/ Add: Deferred tax Saving/Liability (23.92) 31.50
Profit After Taxation (67.51) 46.37
Add: Profit brought Forward 234.86 188.49
Less: Adjustment on account of Depreciation 61.20 --
Balance Carried over to Balance Sheet 106.15 234.86
2. Dividend
In view of insufficiency of profits, your Directors regret their
inability to recommended dividend on equity shares for the year under
review.
3. Reserves
In view of insufficiency of profits, no amount is proposed to be
transferred to Reserves for the year under review.
4. Year under Review & Future Outlook
During the year under review, the export order could not be obtained by
the Company in view of no demand from existing foreign buyer. The
Company expects to get overseas order soon.
5. Change in the nature of business, if any
During the year, there is no change in the nature of business activity
of the company.
6. 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
During the period between the end of the financial year of the company
and the date of the report, there are no material changes and
commitments which affect the financial position of the company.
7. 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:
During the year, there is no significant and material orders passed by
the Regulators or Courts or Tribunals which impact the going concern
status and company's operations in future.
8. Details in respect of adequacy of internal financial controls with
reference to the Financial Statements:
The Board has adopted policies and procedure for ensuring the orderly
and efficient conduct of its business, including adherence to the
company's policies, the safeguarding of its asset, the prevention and
detection of fraud and error, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial
disclosure.
9. Details of Subsidiary/Joint Ventures/Associate Companies:
The Company has no Subsidiary. During the year, no company has become
or ceased as subsidiary/Joint- venture/Associate of the company.
10. Performance and financial position of each of the subsidiaries,
associates and joint venture companies included in the consolidated
financial statement:
During the year, no consolidated financial statements have been
prepared by the company as the Company has no subsidiary company.
11. Deposits:
Your Company has not accepted any deposits from public within the
meaning of Section 73 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014, during the year under review. The
details relating to deposits, covered under Chapter V of the Act is as
under-
(a) accepted during the year Rs Nil
(b) remained unpaid or unclaimed as at the end of the year Rs Nil
(c) whether there has been any default in repayment of No
deposits or payment of interest thereon during the year
and if so, number of such cases and the total amount involved
(i) at the beginning of the year Rs Nil
(ii) maximum during the year Rs Nil
(iii) at the end of the year Rs Nil
12. Auditors:
In accordance with the provisions of Section 139(1) of the Companies
Act, 2013, the members had at the last Annual General Meeting held on
30th September, 2014 appointed M/s. RMA & Associates, Chartered
Accountants, New Delhi, the Statutory Auditors of the Company
(Registration No. 000978N), for four consecutive financial years, i.e.
from the conclusion of the 20th AGM till the conclusion of the 24th AGM
of the shareholders of the Company. Section 139(1) further provides
that the appointment of statutory auditors shall be placed before the
members at every AGM for ratification.
They have confirmed that their appointment, if ratified, shall be in
accordance with the provisions of Section 139(1) of the Act read with
Companies (Audit and Auditors) Rules, 2014 and that they are not
disqualified for their reappointment as Statutory Auditors of the
Company. They have furnished a certificate of their eligibility
and consent under Section 139(1) and 141 of the Companies Act, 2013 and
the rules framed there under. They have also confirmed that they hold a
valid peer review certificate as prescribed under Clause 41(1)(h) of
the Listing Agreement.
Accordingly, a resolution seeking members' ratification for the
continued appointment of M/s. RMA & Associates, Chartered Accountants,
New Delhi, the Statutory Auditors of the Company is included at Item
No. 3 of the Notice convening the AGM.
The Board recommends the aforesaid resolution for approval of members
COST AUDIT
Pursuant to the various circulars issued by the Ministry of Corporate
Affairs, the Company is required to maintain cost records for all the
products being manufactured by it and get the same audited by a cost
auditor. But due to turnover based criteria as prescribed by Central
Government, cost audit is not required on our company for the year
2015-2016 as per notification no. F.No.1/40/2013-CL-V dated 31.12.2014.
13. Auditors' Report:
The company always strives to present an unqualified Financial
Statement. However there are some observations on Auditors' in
Auditors' Report at point no. 7(a) & 9 for non-payment of undisputed
statutory dues & bank dues. In this regard, board would like to
clarify that this is a temporary phenomenon as due to some financial
constraints company could not make the payment & the same will be
repaid very soon.
14. Share Capital :
A Issue of equity shares with During the year, company has not
differential rights: issued any equity shares with
differential rights.
B Issue of sweat equity shares During the year, company has
not issue any Sweat equity
shares.
C Issue of employee stock options During the year, company has
not issued employee stock
options.
D Provision of money by company Rs Nil
for purchase of its own shares
by employees or by trustees
for the benefit of employees
E Bonus Shares No bonus shares were issued
during the year under review.
F Conversion of Warrants During the year under review,
there was no increase in
the paid up share capital of the
Company. However, on 15/05/2015,
the Board of Directors of your
Company has converted 40,82,650
share warrants into equitable
number of equity shares issued
earlier to promoters and
non-promoters on 21/11/2013.
Hence, the paid up capital of
the Company stands increased
from Rs. 15,02,87,500/-,
i.e, 1,50,28,750 equity shares
of Rs. 10/- each to
Rs. 19,11,14,000/- ,
i.e,1,91,11,400 equity shares
of Rs. 10/- each.
15. Extract of the annual return (MGT-9):
The extract of the annual return in Form No. MGT-9 is annexed herewith
at Annexure A.
16. Conservation of energy, technology absorption and foreign exchange
earnings and outgo:
The company lay focus on Conservation of energy with studies,
discussions and analysis, which are undertaken regularly for further
improvement. In terms of requirements of Section 134 (3) (a) of the
Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules,
2014 the required information relating to, conservation of energy,
technology absorptions and foreign exchange earnings and outgo are
Annexed hereto as Annexure-B
17. Corporate Social Responsibility (CSR) :
In terms of section 135(1) of the Companies Act, 2013, the provisions
of Corporate Social Responsibility are not applicable to the Company.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A) Changes in Directors and Key Managerial Personnel Appointment and
Cessation
During the year under review, Ms. Madhu Sharma was appointed as a
Director in the category of Non-Executive, Woman Director of the
Company with effect from 30th September, 2014 in terms of relevant
provisions of the Companies Act, 2013 at the Annual General Meeting
held on 30th September, 2014.
Further, during the year under review, Mr. Sachin Garg was duly
appointed as the Managing Director of the Company w.e.f. 30/09/2014 in
the annual general meeting held on 30/09/2014 for a period of five
years.
Further, in the Board Meeting held on 02/09/2014 Mr. Manoj Kumar Bhatia
was appointed as the Chief Financial Officer of the Company.
Retirement by Rotation
In accordance with the provisions of the Companies Act, 2013, Mr.
Sachin Garg, Managing Director of the Company, retires by rotation at
the forthcoming AGM, and being eligible, offers himself for
re-appointment.
Mr. Sachin Garg, aged 35 years, is a fellow Member of the Institute of
Chartered Accountants of India. He has rich experience of more than 7
years. He has significant expertise in Corporate Laws, Audit, Finance &
Taxation, Capital Markets, Project Management etc. He has always
demonstrated a certain dynamism and foresight seen in the most
pragmatic of professional.
Mr. Sachin Garg does not hold any shares in the Company. Detail of his
Directorship in other companies is as follows:-
Sl. Directorships in other Public Companies
No.
1 M/s B.P.Capital Limited
2. M/s Onus Plantations & Agro Limited
3. M/s Onshore Shipping Limited
Cessation
Ms. Anjali Kalra, Company Secretary of the Company has tendered her
resignation w.e.f. 08th December, 2014. The Board puts its sincere
appreciation towards the valuable contribution shown by her in meeting
out the Statutory Compliances of the Company.
Further, during the year under review Ms. Vaishali Anand was appointed
as the Company Secretary of the Company, w.e.f. 08th December, 2014.
However, due to some personal reasons she also resigned from the
Company w.e.f. 10th April, 2015.
A. Declaration by Independent Directors
Your Company has received necessary declaration from each Independent
Director of the Company under Section 149(6) of the Companies Act, 2013
read with Clause 49(M)(B) of Listing Agreement confirming that they met
with the criteria of independence as prescribed under the aforesaid
Section and Clause.
B Formal Annual Evaluation
In compliance with the Companies Act, 2013 and Clause 49 of the Listing
Agreement, during the year, the Board adopted a formal mechanism for
evaluating its performance as well as that of its Committees and
Individual Directors including the Chairman of the Board.
The evaluation of Independent Directors was carried out by the entire
Board and that of the Chairman and Non - Independent Directors were
carried out by the Independent Directors.
The Directors were satisfied with the evaluation results, which
reflected the overall engagement of the Board and its Committees with
the Company.
19. Number of meetings of the Board of Directors:
Seven meetings of the Board of Directors were held during the year
20. Committees of the Board:
During the year under, in accordance with the Companies Act, 2013 and
Clause 49 of the Listing Agreement, the Board reconstituted some of its
Committees. The Committees are as follows:
* Audit Committee
* Stakeholders' Relationship Committee
* Nomination and Remuneration Committee
* Risk Management Committee
Details of the said Committees alongwith their charters, compositions
and meetings held during the year are provided in the Report of
Corporate Governance as a part of this Annual Report.
21. Board Evaluation:
Clause 49 of the Listing Agreement mandates that the Board shall monitor
and review the Board Evaluation framework. The Companies Act, 2013
provides that a formal annual evaluation needs to be made by the Board
of its own performance and that of its Committees and individual
directors. Schedule IV of the Companies Act, 2013, states that the
performance evaluation of Independent Directors shall be done by the
entire Board of Directors, excluding the director being evaluated.
The board of directors has carried out an annual evaluation of its own
performance, Board Committees and individual directors pursuant to the
provisions of the Companies Act, 2013 and the corporate governance
requirements as prescribed by Securities and Exchange Board of India
("SEBI") under Clause 49 of the Listing Agreements ("Clause 49").
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the 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 the criteria
such as the composition of committees, effectiveness of Committee
meetings, etc.
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the 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. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of Independent Directors, performance of
non-Independent Directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors. The same was
discussed in the board meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
22. Policy on Directors' Appointment And Remuneration:
Your Company has a policy to have an appropriate mix of executive and
independent directors to maintain the independence of the Board, and
separate its functions of governance and management. As on March 31,
2015, the Board consisted of 6 members and only 1 (One) is an Executive
Director, 3 are Independent Directors and 2 are non-Independent
Directors including 1 woman Non-Executive Director and 1 Non Executive
Promoter Director.
The policy of the Company on directors' appointment and remuneration,
including criteria for determining qualifications, positive attributes,
independence of a Director, and other matters provided under
sub-section (3) of Section 178 of the Companies Act, 2013, adopted by
the Board, is attached as Annexure - C to the Board Report. Further the
remuneration paid to the Directors is as per the terms laid out in the
nomination and remuneration policy of the Company.
23. Risk management policy and Internal Control:
The Company has adopted a Risk Management Policy duly approved by the
Board and also has in place a mechanism to identify access, monitor and
mitigate various risks to key business objectives. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
24. Whistle Blower Policy and Vigil Mechanism
Your Company has established a "Whistle Blower Policy" and Vigil
Mechanism for directors and employees to report to the appropriate
authorities concerns about the unethical behavior actual or suspected,
fraud or violation of the Company's code of conduct policy and provides
safeguards against victimization of employees who avail the mechanism
and also provide for direct access to the Chairman of the Audit
Committee. The said policy has been uploaded on the website of the
company. The same can be accessed at the link
http://www.advikindia.com/investor.html
23. Particulars of loans, guarantees or investments under Section 186:
Particulars and details of loan given, investments made or guarantees
given and securities provided, if any, are given in the Notes to the
Financial Statements.
25. Contracts and arrangements with related parties:
During the year under review, no contracts/arrangements/transactions,
has been entered by the company with related parties.
However, as a matter of Company's policy, all
contracts/arrangements/transactions, if any, which will be entered by
the company with related parties would be in the ordinary course of
business and on an arm's length basis and details and prescribed
particulars of all such transactions (if any), will be contained in the
Notes to the Financial Statements
26. Secretarial Audit Report:
In terms of Section 204(1) of the Companies Act, 2013 and the rules
made thereunder, M/s A. K. Friends & Co. was appointed as the
Secretarial Auditor to undertake the Secretarial Audit of the Company
for the F.Y. 2014-15. The report of the Secretarial Audit in Form No.
MR -3 is annexed to & forms part of this Report as Annexure -D.
There are no qualifications, reservations, adverse remarks or
disclaimers given by the Secretarial Auditor in the Report.
27. Corporate Governance:
Your Company comply with the Securities and Exchange Board of India's
guidelines on Corporate Governance in accordance with Clause 49 of the
Listing Agreement with the Stock Exchanges. A separate report on
Corporate Governance alongwith Auditors' Certificate on the compliance
is attached with the Report.
28. Directors' Responsibility Statement:
Pursuant to the provisions contained in Section 134(3)(c) & 134(5) of
the Companies Act, 2013, the Board to the best of its knowledge and
belief confirm that:
(a) in the preparation of the annual accounts for the financial year
ended 31st March, 2015, the applicable accounting standards read with
requirements set out under schedule III to the Act, have been followed
and no material departures have been made from the same;
(b) 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 or
loss of the company for that period;
(c) the directors had 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 and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern
basis;
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and operating efficiently; and
(f) the directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
29. Particulars of Employees:
There are no employees employed throughout the financial year who were
in receipt of remuneration of Rs. 60 Lacs or more or employed for part
of the year who were in receipt of remuneration of Rs. 5 lacs or more a
month under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Remuneration) Rules, 2014.
Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith
as Annexure - E.
30. Internal Auditors & Their Report:
Pursuant to the provisions of Section 138 of the Companies Act, 2013
and Rules made thereunder, the Company had appointed M/s Sanghi & Co.
as Internal Auditor for the financial year 2014-15.
Internal Financial Control and Their Adequacy
The Board has adopted policies and procedure for ensuring the orderly
and efficient conduct of its business, including adherence to the
company's policies, the safeguarding of its asset, the prevention and
detection of fraud and error, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial
disclosure.
The Company has an adequate internal controls system commensurate with
its size and the nature of its business. All the transactions entered
into by the Company are duly authorized and recorded correctly. All
operating parameters are monitored and controlled. The top management
and the Audit Committee of the Board of Directors review the adequacy
and effectiveness of internal control systems from time to time.
31. Disclosures under Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 read with Rules
thereunder:
Pursuant to the provisions of Section 22 of Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal) Act, 2013 read with
Rules thereunder, the Company has not received any complaint of sexual
harassment during the year under review.
32. Human Resources:
Your Company treats its "human resources" as one of its most important
assets. We focus on all aspects of the employee lifecycle. This
provides holistic experience for the employees as well. During their
tenure at the Company, employees are motivated through various skill
development programs. We create effective dialogue through our
communication channels to ensure effective dialogue through our
communication channels to ensure that feedback reach the relevant team,
including leadership.
Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
33. Segment-wise performance
The Company is into single reportable segment only.
34. Acknowledgements
Your Directors are grateful to the Government of India, the Reserve
Bank of India, the Securities and Exchange Board of India, the Stock
Exchanges and other regulatory authorities for their valuable guidance
and support and wish to express their sincere appreciation for their
continues co-operation and assistance. We look forward for their
continued support in future.
Your directors would like to express their sincere appreciation for the
assistance and cooperation received from banks, customers, vendors,
Government, members and employees during the year under review.
Finally, the Directors thank you for your continued trust and support.
For and on behalf of Board
Sd/-
(Peeyush Kumar Aggarwal)
Date: 03rd September, 2015 Chairman
Place: New Delhi DIN : 00090423
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