Advanced Micronic Devices Ltd.
|BSE: 517552||Sector: Health care|
|NSE: N.A.||ISIN Code: INE903C01013|
|BSE 12:23 | 21 May||7.09||
|NSE 05:30 | 01 Jan||Advanced Micronic Devices Ltd|
Advanced Micronic Devices Ltd. (ADVANCEDMICRON) - Director Report
Company director report
Your Board is pleased to present the 36th Annual Report on the business and operationsof the Company together with the Audited Financial Statements and Auditors Report for thefinancial year ended 31st March 2017.
Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ("IndAS") as prescribed under section 133 of the Companies Act read with the Companies(Indian Accounting Standards) S Rules 2015 with effect from April 12016. Financialstatements for the year ended and as at March 31 2016 have been restated to conform toInd AS.
RESULTS FROM OPERATIONS
The total income for your company for the financial year ending March 2017 wasRs.301.93 lakhs against Rs.665.20 Lakhs for the year ending March 2016 and decrease of54.65 % over the previous year due to right sizing of the ICTD and SED business.
TURNOVER AND PROFITABILITY
The gross sales and other income for the financial year under review was Rs.301.93Lakhs. The profit before tax (after depreciation and financial charges) was (Rs.2896.03)Lakhs and profit after Tax was (Rs.2896.03) Lakhs. This was due to writing-off of Baddebts accumulated over many years.
Your Directors have not recommended any dividend for the year ended 31st March 2017.
TRANSFER TO RESERVES
An amount of Rs. (6167.57) Lakhs is proposed to be retained in statement of Profit andLoss.
CHANGES IN SHARE CAPITAL
There is no change in the authorized and paid up Share Capital of the Company.
DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
During the year under review the Company has not issued Shares with DifferentialRights.
DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS
During the year under review the Company has not issued Shares under Employee StockOptions.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:
During the year under review the Company has not issued Sweat Equity Shares.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The report as required is given as Annexure I and forms part of the Directors'Report.
CONSERVATION OF ENERGY
Your Company does not fall under the category of power intensive industries. Adequatemeasures have however been taken to reduce energy consumption by using Energy efficientComputer terminals. Low power consumption electrical equipments are used when requiredthereby enhancing energy efficiency.
FOREIGN EXCHANGE EARNINGS AND OUTGO.
Foreign Exchange Earning and outgo is Nil.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
There were no employees who were in receipt of remuneration in excess of Rupees OneCrore Two Lakhs or more or employed part of year and in receipt of remuneration in excessof Rupees Eight Lakhs Fifty Thousand or more a month under information as per Section197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016.
Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised the Annual Report excluding the information on Disclosures pertainingremuneration and other details as required under Section 197 (12) of the Act read withRule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel)Amendment Rules 2016 is being sent to the members of the Company. The said information isavailable for inspection at the registered office of the Company during working hours andany member interested in obtaining such information may write to the Company and the samewill be furnished on request.
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The report on CorporateGovernance as stipulated under the Listing Regulation forms an integral part of thisReport. The requisite certificate from the Practicing Company Secretary of the Companyconfirming compliance with the conditions of Corporate Governance is attached to thereport on Corporate Governance.
DIRECTORS RESPONSIBILITY STATEMENT Your Directors state that
a) In the preparation of the Annual Accounts for the year ended March 31 2017 theapplicable accounting standards have been followed and there are no material departuresfrom the same.
b) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 and loss of the company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance the provisions of the Act for safe guarding the assets ofthe Company and for preventing and detecting fraud and other irregularities.
d) The Directors have prepared the annual accounts on the going concerns basis.
e) 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
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
LISTING OF SECURITIES
Your Company's Equity Share continues to remain listed on BSE Limited. As per therequirements of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 which came in effect from 1st December 2015 ashortened version of the Uniform Listing Agreement was signed by the Company with BSELimited. Your Company is yet to pay listing fees to the BSE Limited for the financial year2016-17 & 2017-18.
Your Company has not accepted any fixed deposits from the public during the financialyear under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL INDUCTION.
RETIREMENT AND REAPPOINTMENTS
As per the provisions of the Companies Act 2013 Mr. Vivek Kumar Malotra(DIN:07065198) retires by rotation and being eligible offers himself for re-appointment atthe ensuing Annual General Meeting. The Board of Directors recommends the appointment ofMr. Vivek Kumar Malhotra at the ensuing Annual General Meeting.
At the 33rd Annual General Meeting held on September 30 2014 Mr.RajkumarTulsidas Raisinghani (DIN: 01411084) was appointed as an Independent Director of theCompany to hold office till the conclusion of Annual General Meeting to be held in year2017. Pursuant to the recommendation of the Nomination and Remuneration Committee theBoard of Directors of the Company approved subject to Members' approval re-appointmentof Mr.Rajkumar Tulsidas Raisinghani as the Independent Director for a second term of fiveyears to hold office up to the conclusion of the 41st Annual General Meeting of theCompany based on his experience knowledge and outcome of performance evaluation.
The Company has received notices under section 160 from Member along with therequisite deposit signifying his intention to propose reappointment of Mr.RajkumarTulsidas Raisinghani (DIN: 01411084). Accordingly necessary resolutions are being placedfor approval of the Members at the 36th Annual General Meeting of the Company.
The Directors seek your support in confirming the appointments of Directors in theensuing Annual General Meeting.
Dr.Suchitra Misra Non Executive Director resigned with effect from close of businesshours of 14.12.2016.
Mr. Chandrasekar PV resigned as Managing Director of the Company w.e.f. 28.12.2016.
The Board places on record appreciation for the immense contributions made byDr.Suchitra Misra and Mr. Chandrasekar PV during their tenure as Directors.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received necessary declaration from Independent Directors that theymeet the criteria of Independence laid down in Section 149(6) of the Companies Act 2013and the provisions of Regulation 16(1) (b) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.
Training of Independent Directors.
To familiarize the new inductees with strategy operations and functions of our CompanySenior Managerial personnel make presentations on Company's strategy organizationstructure products technology quality facilities. Further at the time of appointmentof an Independent Director the Company issues a formal letter of appointment outlininghis or her role function duties and none of the Directors of your Company are related toeach other.
Based on the confirmation received none of the Directors are disqualified for beingappointed/re-appointed as directors in terms of Section 164 the Companies Act 2013.
During the year under review no stock options were issued to the Directors of theCompany.
POLICY ON DIRECTORS APPOINTMENT REMUNERATION AND EVALUATION
Your Company has in place the Nomination Remuneration and Evaluation Policy of theCompany on Directors appointment and remuneration including criteria for determiningqualifications positive attributes independence of Director and other matters providedunder sub Section (3) of Section 178 of the Companies Act 2013. The Policy also containsthe evaluation framework as stipulated under SEBI Listing Regulations 2015 which mandatesthat the Board shall monitor and review the Board evaluation framework. The Companies Act2013 states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual Directors. The evaluation of all theDirectors and the Board as a whole was conducted based on the criteria and frameworkadopted by the Board and as per Guidance Note on Board Evaluation issued by the SecuritiesExchange Board of India on January 05 2017.
MEETINGS OF THE BOARD
8 (Eight) Meetings of the Board of Directors were held during the year. For furtherdetails please refer report on Corporate Governance section in this Annual Report.
COMMITTEES OF THE BOARD.
Currently the Board has Four Committee: Audit and Risk Management CommitteeNomination and Remuneration Committee Stakeholders Relationship Committee and CorporateSocial Responsibility Committee.
A detailed note on the Composition and Scope of the Committees is provided under theCorporate Governance Section in this Annual Report.
As the term of M/s. B.V. Swami & Co. Statutory Auditor comes to an end at theconclusion of ensuing Annual General Meeting approval of members is sought at the ensuing36th Annual General Meeting to appoint M/s. B.V. Swami & Co. Chartered AccountantsBangalore as Statutory Auditors for period of three years to hod office till theconclusion of 39th Annual General Meeting.
M/s. B.V. Swami & Co Chartered Accountants have conveyed their consent to beappointed as the statutory Auditors of the Company.
The Board has appointed Mr. Vijayakrishna KT Practising Company Secretary to conductSecretarial Audit for the financial year 2016-17. The Secretarial Audit Report for thefinancial year ended March 31 2017 is annexed herewith marked as Annexure II in the Formof MR 3 to this Report. The Board of Directors of the Company hereby furnish followingexplanations and clarifications with respect the observations made by the SecretarialAuditors in their report dated 01.08.2017 under the heading observations in points (a) to(d):
(a) The Company will take necessary steps to comply the appointment of InternalAuditor.
(b) Company will take necessary steps to appoint CFO & Company Secretary during thecurrent Financial Year.
(c) The Company will ensure & take corrective action to strengthen Secretarialstandards.
(d) Due to technical issues in making the requisite returns digitally signing the sameand uploading delays occurred in filings of certain returns. Extreme levels of care andcaution will be exercised to ensure that such delays do not occur again and ensure toupdate registers.
The Company has laid down risk assessment and minimization procedures which are in linewith the best practices in the industry and as per its experience and objectives. The RiskManagement system is reviewed periodically and updated.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation were observed.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. Accordingly thedisclosure of Related Party Transactions as required under Section 134 (3) (h) ofCompanies Act 2013 in Form AOC-2 is not applicable.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may accessed on the Company's website at the link:
Your Directors draw attention of the members to Note 12a to the financial statementwhich sets out related party disclosures.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee (CSR Committee appointed by the Board) asformulated and recommended to the Board a Corporate Social Responsibility Policy (CSRPolicy) indicated the activities to be undertaken by the Company which has been approvedby the Board. The CSR policy may be accessed on the Company's website at the link
Due to non-availability of profits the Company was not required to spend any amount onCSR activities during the financial year 2016-17.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company promotes ethical behaviour in all its business activities and has put inplace a mechanism for reporting illegal or unethical behaviour. The Company has a vigilmechanism and Whistle Blower policy under which the employees are free to reportviolations of applicable laws and regulations and the code of conduct to chief vigilanceofficer and Audit and Risk Management Committee of the Board. The Company further confirmsthat no personal have been denied access to the Audit & Risk Management Committee.
The Policy on vigil mechanism and whistle blower policy may be accessed on theCompany's website at the link: http://www .amdicorp.com/AMDL-Whistle Blower Policy.pdf
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure III to thisReport.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
There have been no material changes and commitments affecting the financial positionof the Company which occurred during between the end of the financial year to which thefinancial statements relate and the date of this report
SIGNIFICANT AND MATERIAL ORDERS
No order was passed by any court or regulator or tribunal during the year under reviewwhich impacts going concern status of the Company.
DISCLOSURE UNDER THE SEXUAL HARSSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
Your Company has always believed in providing a safe and harassment free workplace forevery individual working in Company's premises through various interventions andpractices. The Company always endeavours to create and provide an environment that is freefrom discrimination and harassment including sexual harassment.
A policy on prevention of Sexual Harassment at Workplace has been released by theCompany. The policy aims at prevention of harassment of employees and lays down theguidelines for identification reporting and prevention of undesired behaviour. Threemember Internal Complaints Committee (ICC) was set up from the senior management withwomen employees' constitution majority. The ICC is responsible for redressal of complaintsrelated to sexual harassment and follows the guidelines provided in the policy.
No complaints pertaining to sexual harassment was reported during the year.