Advance Powerinfra Tech Ltd.
|BSE: 531047||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE009D01017|
|BSE 15:15 | 20 Feb||2.82||
|NSE 05:30 | 01 Jan||Advance Powerinfra Tech Ltd|
Advance Powerinfra Tech Ltd. (ADVANCEPOWERIN) - Director Report
Company director report
Directors' Report and Management Discussion & Analysis Report
The Directors have pleasure in submiffing their 22nd Annual Report togetherwith the Audited Statements of Account for the year ended on March 31 2016.
The Company's financial performance for the year ended 31st march 2016 is summarizedbelow:
Rs. (In Lacs)
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 decreased by8.32 % from Rs. 1173.49 Lakhs to Rs. 1075.89 Lakhs. For FY 2016 your Company's profitafter tax stood at Rs. 37.50 Lakhs vis-a-vis Rs. 6.75 Lakhs in the previous year.
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 company's 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 2016 and the date of this Report of the Directors.
Subsidiary / Joint Ventures / Associates
The Company has no subsidiaries or associated companies therefore disclosures in thisregard are not provided in this Report.
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 2016 was Rs.116383000/-. During theyear under review the company has not issued any shares or any convertible instruments.
Management Discussion and Analysis Report Industry Trend and Development
The Company is engaged in manufacturing of Electrical Panel Board as well as providesengineering procurement construction project management and commissioning services tothe Power Sector leveraging its proven project management and delivery experience. Thedemand for the Company's product in coming years will increase significantly.
Opportunities and Threats
The Board has decided to diversify into the field of EPC Contracts in Power Sector andthe negotiations with major players in this field are at concrete stage. The Company'snature of business is capital intensive and hence any delay in cycle causes huge interestloss 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.
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 on Remuneration Employee Concern (Whistle Blowing) and also theCode of Conduct applicable to Directors and Employees of the Company have been compliedwith. These Policies and the Code of Conduct are available on the Company's website at
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 Mr. Akhilesh Kotia (DIN:00076777) Managing Director of the Company retires by rotation and being eligible offershimself for re-appointment. At the board meeting held on 02.03.2016 the Board had revisedthe remuneration of Mr. Akhilesh Kotia as the Managing Director of the Company w.e.f01.04.2016 to 22.08.2017.
Ms. Smriti Chattopadhyay (DIN: 07581513) was appointed as an additional director of theCompany w.e.f. 13.08.2016.
Ms. Divya Arora (DIN: 07584367) was appointed as an additional director (in independentcapacity) of the Company w.e.f 13.08.2016. Ms. Sultana Khan (DIN: 06940833) ceased to be aDirector of the Company w.e.f. 20.04.2016. Your directors place on record theirappreciation for her contribution to the development of the Company.
Mr. Tinku Mohammad has been appointed as Chief Financial officer of the Company w.e.f13.08.2016.
Mr. Sandip Goswani (DIN: 06397067) ceased to be an Independent Director w.e.f.13.08.2016. Your directors place on record their appreciation for his contribution to thedevelopment of the company.
Mr. Kamal Kumar Singh ceased to be a Chief Financial Officer w.e.f. 02.03.2016. Yourdirectors place on record their appreciation for his contribution to the development ofthe Company.
All the Independent directors have given declaration that they meet the criteria ofindependence as laid down under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
All Directors Key Managerial Personnel and senior management of the Company haveconfirmed compliance with the Code of Conduct applicable to the Directors and employees ofthe Company. The Code of Conduct is available on the Company's website:
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)read with section 134(5) of the Companies Act 2013 in thepreparation 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 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;
Contracts and Arrangements with Related Party
The related party transactions in accordance with provisions of section 188 of thecompanies Act 2013 and as identified by Management and auditors are disclosed in AOC-2form vide Annexure-I.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website at: www.advancepowerinfratech.com.None of the Directors has any pecuniary relationships or transactions vis-a-vis theCompany.
Key Managerial Personnel
The following persons are the Key Managerial Personnel of the Company in compliancewith the provisions of Section 203 of the Companies Act 2013:
a) Mr. Akhilesh Kotia - Managing Director
b) Mr. Tinku Mohammad - Chief Financial Officer
Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out annual performanceevaluation of its own performance the directors individually as well the evaluation ofthe working of its committee.
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 II andAnnexure III respectively and forms a part of the Directors' Report.
The Audit Committee comprises of the following Directors:
During the year there were no instances where the Board had not accepted therecommendations of the Audit Committee. Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of the following Directors:
The Company's Remuneration Policy is available on the Company's website
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of the following 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
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 Stock Exchange. The Company'sapplication for delisting of its shares in pending with the 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: 053720) 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 S. K.Maheshwari & Associates Practicing Company Secretary (C.P No12261) in accordancewith the provisions of section 204 of the Companies Act 2013. The Secretarial Auditor'sReport is attached as Annexure V and forms a part of this Report of the Directors.As far as his observation is count the Company is in process of appointing a CompanySecretary.
M/S Kataruka and Company Chartered Accountants of P-44 Rabindra Sarani 5thfloor Kolkata- 700001 perform the duties of internal auditors of the company and theirreport is reviewed by the audit committee from time to time.
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. Theloans from the director/relatives of Directors are duly mentioned in accounts and isself-explantory.
Loans guarantees and investments
The particulars of loans guarantees and investments made in securities under section186 of the Companies Act 2013 has been provided in the financial statements of theCompany.
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 has neither carried out any Research and Development Work nor spent anyamount 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 annexedherewith as Annexure VI.
The information required pursuant to Section 197(12) read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended in respectof employees of the Company is attached here as Annexure VII and forms apart of the Directors' Report.
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