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Advance Multitech Ltd.

BSE: 526331 Sector: Others
NSE: N.A. ISIN Code: INE875S01019
BSE 05:30 | 01 Jan Advance Multitech Ltd
NSE 05:30 | 01 Jan Advance Multitech Ltd

Advance Multitech Ltd. (ADVANCEMULTI) - Director Report

Company director report

To

The Members

Your Directors are pleased to present 38th Annual Report and thecompany’s audited financial statement for the financial year ended March 31 2017.

FINANCIAL RESULTS:

The company’s financial performance for the year ended March 31 2017 issummarized below:

The Break-up of Profit is given as follows 31st March 2017 31st March 2016
Total Revenue 132668572 161058836
Total Expenditure 123142313 156735347
Net Profit Before Taxation 9526259 4323489
Current Tax 1917620 844105
Deferred Tax 1892519 (875597)
Net Profit After Taxation 5716120 4354981
Add/Less : Excess/Short 20266 292106
Provision for Income Tax.
Profit for the Period for Appropriation 5736386 4062875
Earning Per Shares
Basic 1.41 1.00
Diluted 1.41 1.00

Dividend

In order to conserve the resources your Directors do not recommend any dividend onequity shares of the Company.

Brief description of the Company’s working during the year/State of Company’saffairs:

Figure for the current year was quite satisfactory. The consolidated revenue for theyear is decreased by 17.63% to Rs. 1326.68 Lacs as compared to Rs. 1610.58 Lacs during thelast year But cubing of administrative and other expenses helped to spike net profit aftertax & provisions to Rs.57.36 Lacs as against Rs.40.63 Lacs during the last yearrepresenting an increase of 41.19% during the year.

The Company does not propose to transfer to reserves and entire profit is proposed tobe 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 ofthe company will further improve in the years ahead.

Material Changes and Commitments:

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of this report.

There are no significant and material orders passed by the regulators or courts ortribunals 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 nosubsidiaries associates and joint ventures companies no consolidated financialstatements required to be given.

Directors’ Responsibility Statement:

Your Directors Statement and confirm that: i) in the preparation of the annualaccounts the applicable accounting standards had been followed and there are no materialdepartures from the same;

ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of financial year and of theprofit 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 adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 thecompany and that such internal financial controls are adequate and are operatingeffectively.

vi) the directors had devised proper systems to ensures compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Related Parties Transactions

There is no significant or material contract or arrangement entered into by the Companywith related parties referred to in sub-section (1) of Section 188 of the Companies Act2013. Your Directors draw attention of the members to Note 34 to the financial statementwhich sets out related party disclosures.

Corporate Governance:

Corporate Governance provisions as stipulated in Chapter IV of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations is notapplicable 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 prescribedunder section 135 of the Companies Act 2013 and hence CSR is not applicable to yourCompany.

Risk Management

Your company has Risk Management Framework as approved by the Board of Directors whichprovides mechanism to identify evaluate business risk and opportunities. The riskassociated with the business of the Company its root causes are reviewed and steps aretaken to mitigate the same. The Audit Committee and Board of Directors also reviews thekey risk associated with the business of the Company the procedure adopted to assess therisk efficacy and mitigation measures.

Internal Financial Control:

The Company has a good system of internal controls in all spheres of its activity. Theinternal control system is supplemented by effective internal audit being carried out byan external firm of Chartered Accountants. The Audit committee regularly reviews thefindings of the internal auditors and effective steps to implement the suggestion /observation of the Auditors are taken and monitored regularly. In the opinion of theBoard 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 theCompany Mr. Arvind Goenka (DIN 00093200) and Ms. Aanchal Goenka (DIN 07145448) retire byrotation at the ensuing Annual General Meeting and being eligible have offered themselvesfor re-appointment.

Mr. Pulkit Goenka (DIN 00177230) Director was appointed as CFO of the Company w.e.f.13/08/2016 The Board of Directors on the recommendation of Nomination and RemunerationCommittee and subject to the approval of Shareholders further increased the remunerationof Mr. Shailesh Dhruv to Rs.36000/- p.m from Rs.21000/- p.m w.e.f. 1st April2017 for the rest of his tenor as whole time director of the company.

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. Thecomposition of the Board of Directors of the company as on 31st March 2016 isas under:

Sl. No. Name Designation Executive/ Non Executive
1. Mr. Arvind Goenka Chairman & Managing Director Executive
2. Mr. Shailesh Dhruv Whole time director Executive
3. Mr. Pulkit Goenka Non Independent Non Executive
4. Mr. Ashok Goenka Non Independent Non Executive
5. Mr. Shaileshsingh Rajput Non Independent Non Executive
6. Ms. Aanchal Goenka Non Independent Non Executive
7. Mr. Omprakash Jalan Independent Director Non Executive
8. Mr. Nirish Parikh Independent Director Non Executive
9. Mr. Vivek Pareek Independent Director Non Executive

7 Board meetings were held during the year in accordance with the provisions of the Actwhere due quorum were present in each meeting. The Agenda of the board meeting and notesof the agenda are circulated to the directors well in advance. The members of the boarddiscussed each and every item of the agendas freely in detail. Dates of Board Meeting andNo. of directors attending meeting are:

Date of meeting No. of directors present
30/04/2016 9
30/05/2016 8
13/08/2016 8
12/11/2016 8
10/02/2017 8
20/03/2017 8
30/03/2017 9

Audit Committee:

The Company has an Audit Committee. The Composition of Audit 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 ofthe Companies Act 2013

Functions and Powers of Audit Committee:

The Committee shall have discussions with the auditors periodically about internalcontrol systems the scope of audit including observation of the auditors and review offinancial statement before their submission to the Board and discuss any related issuewith internal and statutory auditors and the management of the company.

In discharging the function of the Audit Committee the committee shall have theauthority to investigate into any matter in relating to any terms specified in Section 177or referred to it by the Board.

Responsibility of the Committee :

The Committee may assign any matter of importance nature relating to the accountsfinance taxation inspection and investigation from time to tome and may requiresubmitting a report to the Board on such matters within the stipulated time.

The committee on any matter relating to financial management including audit reportshall 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:

The Company has Nomination and Remuneration Committee: The Composition of Committee isin accordance with the Companies Act 2013. Members of the Committee are 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 shall have at least the following basic responsibilities:

* To identify persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down recommend to the Board theirappointment and removal and shall carry out evaluation of every director’sperformance.

* To formulate and review criteria that must be followed for determining qualificationfor determining qualifications positive attributes and independence of director.

* To recommend the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees and to ensure compliance with the remunerationpolicy 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 directorsand senior management.

Stakeholders Relationship Committee

The Committee has Stakeholders Relationship Committee. The composition of the Committeeis in accordance with the Companies Act 2013. The Composition of the Committee is asunder:

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 respectto transfer of shares non receipt of annual report etc.

* Ensuring expeditious share transfer process in line with the proceedings of the ShareTransfer Committee.

* Evaluating performance and service standards of the Registrar & Share TransferAgent 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:

Board Meeting Audit Committee Nomination & Remuneration Committee Stakeholders Relationship Committee
No. of Meetings held 7 4 1 4
Attendance
Mr. Omprakash Jalan 7 4 1 4
Mr. Nirish J. Parikh 7 4 1 -
Mr. Shaileshsingh Rajput 7 4 1 4
Mr. Ashok Goenka 7 - - 4
Mr. Arvind Goenka 7 - - 4
Ms. Aanchal Goenka 2 - - -
Mr. Vivek Pareek 7 - - -

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andStakeholders Relationship Committee.

Various aspects of the Board’s functioning were evaluated such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors. TheDirectors expressed their satisfaction with the evaluation process.

Declaration by Independent Directors;

The Independent directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of the Companies Act 2013 and under the Listing Agreementwith the Stock Exchanges.

Remuneration to Directors:

The remuneration paid to Directors Non Executive Directors and Independent Directorsare disclosed in the Extract to the Annual Return i.e. MGT – 9 as Annexure A to theBoard Report.

Vigil Mechanism

Company has vigil mechanism in force to deal with instances of fraud and mismanagementif any. The mechanism ensures that strict confidentiality is maintained whilst dealingwith the concern and also that no discrimination will be meted to any person for agenuinely raised concern. The Chairman of the Audit Committee may also be contacted byemployees 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 issueof sweat equity shares no issue of employee stock options and no provision of money bycompany for purchase of its own shares by employees or by trustees for the benefit of theemployees the details required to be given under various rules issued under the CompaniesAct 2013 is NIL.

Secretarial Auditor:

The Board has appointed Mr. Bipin L. Makwana Practicing Company Secretary to conductSecretarial Audit for the financial year 2016-2017. The secretarial Audit Report for thefinancial year March 31 2017 is annexed herewith. With respect to the observation of theSecretarial Auditor the Board replies hereunder:-

1. Towards SEBI Circular on 100% of promoter’s holding in demat form the Companyhas 86.40% of promoter’s holding in demat form.

Your directors submit that some of the promoters are in active promoter and one or twoare death case. The Company has already taken step and been able to get 86.40% promotersholding in demat form. The process is on for getting rest of promoter shares in demat formand it will be completed very shortly.

2. The Company has not appointed a Member of Institute of Company Secretaries of Indiaas Company Secretary and as Compliance officer of the Company.

The Company has conducted interview for appointment of qualified company secretary andthe same is expected to be appointed soon.

3. The Company has not updated its website as required under the Listing requirement.The Company is taking steps to update its website as per the listing requirement and itwill be completed soon.

Auditors and Auditors Report:

Pursuant to Section 139 of the Companies Act 2013 and Rules made there under it ismandatory for the Company to rotate the current statutory auditors on completion of amaximum term permitted under the said Section.

Accordingly on the proposal of the Audit Committee of the company the Board hasrecommended the appointment of M/s. Abhishek Kumar & Associates CharteredAccountants Ahmedabad (FRN 130052W) as Statutory Auditors of the Company. M/s. AbhishekKumar & Associates will hold office for a period of 5 (five) consecutive years(subject to the ratification of appointment by members at every annual general meeting tobe held after this annual general meeting) from the conclusion of 38nd AnnualGeneral Meeting scheduled to be held in the year 2017 till the conclusion of 43rdAnnual General Meeting to be held in the year 2022 subject to the approval ofShareholders of the Company.

There are no qualifications reservation or adverse remark or disclaimer made by thestatutory 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 outgoare as follows: Our industry is not heavy consumer of energy further during the yearunder review the company made efforts to conserve energy through reduction consumptionthe company will continue to endeavor of conserve energy and use it more efficiently.Particulars of Energy conservation and its use is given below:

Particulars 2016-2017 2015-2016
Electricity Purchase 1806516 1912910
Total Amount (Rs.) 13441158 16078443
Rate per unit (Rs.) 7.44 8.41

Company is having it’s own research & development facilities. The process ofdevelopment is a continuous process resulting in development of new & importsubstitute products. Company is taking all appropriate measures to absolve the technologyin its area of operation.

Particulars of Foreign exchange earnings and outgo is given as under:

Particulars 2016-2017
Foreign Exchange Earnings (Rs.) Nil
Foreign Exchange Outgo (Rs.) 1179241

Extract of Annual Return:

Extract of the Annual Return of the Company is enclosed herewith as an annexure A tothis 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 Lacsp.a.

However the information required pursuant to Section 197 read with Rule 5 (1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company is provided in Annexure C to the report.

Deposits:

Your Company has not accepted any deposits which fall under Chapter V and Section 73 toSection 76 of the Companies Act 2013.

General Shareholder Information

38th Annual General Meeting

Venue Plot No167 Pirana Approach Village Piplej
Ahmedabad: 382405
Date September 29 2017
Time 2.30 p.m
Book Closure From 22/09/2017 to 29/09/2017
(both days inclusive)

Listing of Shares:

Your Company is currently listed with BSE Ltd. The company has paid necessary listingfees for the year 2016-2017. ISIN of the Company INE875S01019.

Registrar and Share Transfer Agents : (R & T) & Share Transfer System

The company has appointed M/s. Bigshare Services Private Limited 1st FloorBharat Tin Works Building Opp. Vasant Oasis Makwana Road Marol Andheri East Mumbai:-400059 as Registrar and Transfer Agents for electronics shares. The average time taken intransfer of shares is 15 days provided documents are correct and valid in all respect. Thedepositories directly transfer the dematerialized shares to the beneficiaries.

Acknowledgment:

Your Directors wish to place on record their deep sense of gratitude to Banks for theircontinued support and cooperation. Our sincere thanks are also due to our esteemedcustomers suppliers and finally to employees of the Company for their untiring effortsand commitment to their duties.

Registered Office : By Order of the Board
36 Kothari Market For Advance Multitech Ltd
Ahmedabad – 380 022 Arvind Goenka
Place: Ahmedabad Chairman & Managing Director
Date: 29/05/2017 DIN 00093200