The Directors have pleasure in submitting their Annual Report together with the AuditedStatements of Account for the year ended on March 31 2015.
The Companys financial performance for the year ended 31st march 2015 issummarized below:
Rs (In Lacs)
|Financial Result || |
Year Ended 31.03.2015
Year Ended 31.03.2014
|Total Revenue || |
|Profit /(Loss) Before Tax || |
|Less: Tax Expenses || |
|Profit /(Loss) After Tax || |
|Balance carried to Balance Sheet || |
Operating & Financial Performance
The current recession prevailing in the economy has marred the performance of theCompany. During the year the net revenue from operations of your Company increased by2.07 % from Rs. 1149.71 Lacs to Rs. 1173.49 Lacs. For FY 2015 your Companys profitafter tax stood at Rs. 6.75 Lacs vis--vis Rs. 8.39 Lacs in the previous yearregistering 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 ortribunals impacting the going concern status and companys operations in future
There were no significant and material orders passed by regulators or courts ortribunals impacting the going concern status and Company's operations in future.
Material changes and commitments if any 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 the report
There were no material changes and commitments affecting the financial position of theCompany occurring between March 31 2015 and the date of this Report of the Directors.
Management Discussion and Analysis Report Industry Trend and Development
The Company is engaged in manufacturing of transformers in the capacity range of 100MVA132KV class. The demand for the
Companys product in coming years will increase significantly. The expansion ofinfrastructure industry and real estate business extensive rural electrificationprogramme of the Government development of shopping malls complexes etc. demandsvarious type of transformers and the Company in this industry with flexibility willsurvive and have a bright future.
Opportunities and Threats
The company has taken steps to upgrade its facility for manufacturing of transformersupto 100 MVA 220 KV Class from the present capacity of 100 MVA 132 KV Class. With this theBoard has also decided to diversify into the field of EPC Contracts in Power Sector andthe negotiations with major players in this field are at concrete stage. TheCompanys nature of business is capital intensive and hence any delay in cycle causeshuge interest loss and marks the bottom line of the Company.
Risk and Concern
The threat is also from unorganized small scale entrepreneurs who sometimes run awaywith big orders due to their small set up cost. The nature of industry demands blocking ofcapital for a long period and hence more credit support from the banks are required.
The current scenario is very encouraging because the major thrust of our Government ison Power and Infrastructure sector. Meanwhile Eastern and North Eastern region iswitnessing the maximum development in the power sector. We are in a commanding positionfor all North Eastern demand of these Large Transformers as we are at the gateway to theentire region. NTPC and NHPC are setting up power project of 25000 MW and 20000 MW at anestimated cost of approximately Rs. 20 Billion in the North East which will give us atremendous opportunity.
Subsidiary / Joint Ventures / Associates
The Company has no subsidiaries or associated companies therefore disclosures in thisregard are not provided in this Report.
Internal Financial Control
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed. Company's Policies onRemuneration Employee Concern (Whistle Blowing) and also the Code of Conduct applicableto Directors and Employees of the Company have been complied with. These Policies and theCode of Conduct are available on the Company's website at www.advancepowerinfratech.com.
With the view to conserve the resources of company your directors regret to recommendany dividend for the period under report.
The paid up Equity Share Capital as on March 31 2015 was Rs.1 16 38300. During theyear 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 asingle unit. Accordingly the Company is a single business segment company.
Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion. The Board members wereinformed about risk assessment and after which the Board formally adopted and implementedthe 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 herselffor re-appointment. At the 20th Annual General Meeting of the company held on 30thSeptember 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 for5 consecutive years for a term upto 31st December 2019. All independent directors havegiven declaration that they meet the criteria of independence as laid down under section149(6) of the Companies Act 2013 and clause 49 of listing agreement. Mr. Sudhir KumarJoshi (DIN: 05102823) ceased to be a director w.e.f. 31.07.2014 & Mr. Piyush KumarJain (DIN: 00440575) ceased to be a director w.e.f. 14.11.2014. Your directors place onrecord 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 andattendance 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 theprovisions of section 134(3)(c) read with section 134(5) of the Companies Act 2013 andClause 49(III)(D)(4)(a) of the listing agreement with Stock Exchanges in the preparationof 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 havebeen followed along with proper explanation relating to material departures if any;
(ii) the Directors have 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 the financial year and ofthe profit of the Company for that period;
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe 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 theCompany and that such internal financial controls are adequate and are operatingeffectively; and
(vi) There is a proper system to ensure compliance with the provisions of allapplicable 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 withprovisions of Section 188 of the Companies Act 2013. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other persons which may have a potential conflict with the interest of theCompany at large.
Key Managerial Personnel
The following two persons were formally appointed as Key Managerial Personnel of theCompany effective from April 1 2014 in compliance with the provisions of Section 203 ofthe Companies Act 2013: a) Mr. Akhilesh Kotia Managing Director b) Mr. Kamal KumarSingh Chief Financial Officer
Pursuant to the provisions of Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out annual performance evaluation of its own performancethe directors individually as well the evaluation of the working of its Committees.
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 andAnnexure II respectively and forms a part of the Directors Report.
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 bythe Audit Committee were accepted by the Board.
The other Committees of the Company includes Nomination & Remuneration Committee& Stakeholders Relationship Committee which comprises Directors namely Mr. SandipGoswami (Chairman) Mr. Mohd. Mohiuddin Laskar and Ms. Sultana Khan as other members inboth the committees. The Company's Remuneration Policy is available on the Company'swebsite www.advancepowerinfratech.com and is attached as Annexure III andforms a part of this Report of the Directors.
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policywhich is available on the Company's website www.advancepowerinfratech.com
Corporate Social Responsibility
The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notapplicable to the Company.
The shares of the Company are listed on the Bombay and Calcutta Stock Exchange. TheCompany's shares are compulsorily traded in the dematerialized form. The ISIN numberallotted is INE 009D01017.
Mr. K M Roy Chartered Accountants (Membership No.: 53720) Kolkata the Auditors ofyour company is retiring at the forthcoming Annual General Meeting and is eligible forre-appointment. The observations of Auditors in their report read with the relevant notesto Financial Statement are self explanatory and therefore do not require furtherexplanations.
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 theprovisions of section 204 of the Companies Act 2013. The Secretarial AuditorsReport is attached as Annexure IV and forms a part of this Report of theDirectors. There are no qualifications or observations or remarks made by theSecretarial Auditor in his Report.
M/S S.K.Agarwal & Co. Chartered Accountants performs the duties of internalauditors of the company and their report is reviewed by the audit committee from time totime.
The Company has not accepted any deposits from the public and as such there are nooutstanding 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 orto other body corporate or give any guarantee or provide any security in connection with aloan 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 theCompanies (Accounts) Rules 2014 your company has to report that: a) Your Company hasneither carried out any Research and Development Work nor spent any amount on it. b) Therewere 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 annexedherewith as Annexure
V. Managerial Remuneration
The information required pursuant to Section 197(12) read with Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company is attached here as Annexure VI and forms a part ofthe Directors Report.
There are no employees who are in receipt of remuneration in excess of the limitspecified 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 andRedressal) Act 2013.
Your Directors state that during the year an Internal Complaint Committee has beenformed 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 nocases reported in respect to above mentioned Act.
Your Directors take the opportunity of placing their sincere appreciation to theCentral Government State Government Banks Financial Institutions employeesassociates consultants and members of the company for their valuable guidance andsupport.
| ||On behalf of the Board |
| ||For Advance Powerinfra Tech Ltd. |
|Registered Office: ||Akhilesh Kotia |
|4 Chandni Chowk Street ||Managing Director |
|Kolkata-700072 ||Sandip Goswami |
|Date: 30.05.2015 ||Director |