To the Members
Your Companys Directors are pleased to present the 32nd Annual Report of theCompany along with Audited Accounts for the financial year ended 31st March 2017.
Financial Performance (Standalone)
| ||For the year ended 31st March 2017 ||For the year ended 31st March 2016 |
|Revenue from operations ||4757963.00 ||11302744.00 |
|Profit before exceptional items and tax ||1451604.63 ||289108.26 |
|Profit for the year ||1108502.63 ||21234.26 |
Summarized Profit & Loss Account
| ||For the year ended 31st March 2017 ||For the year ended 31st March 2016 |
|Revenue from operations ||4757963.00 ||11302744.00 |
|Other operational income ||1900.00 ||6061.00 |
|Total Revenue ||4759863.00 ||11308805.00 |
|Other Expenses ||2884390.37 ||10418323.74 |
|Profit Before Depreciation Interest Tax (PBDIT) ||1875472.63 ||890481.26 |
|Depreciation ||412703.00 ||598463.00 |
|Profit Before Interest & Tax (PBIT) ||1462769.63 ||292018.26 |
|Interest and Financial expense ||11165.00 ||2910.00 |
|Profit before exceptional tems ||1451604.63 ||289108.26 |
|Exceptional items ||0.00 ||0.00 |
|Profit Before Tax (PBT) ||1451604.63 ||289108.26 |
|Taxation and other reserves ||343102.00 ||267874.00 |
|Profit for the year ||1108502.63 ||21234.26 |
|Basic EPS (Rs.) ||0.24 ||0.00 |
Your Company has prepared the Financial Statements for the financial year ended March31 2017 under Section 133 of the Companies Act 2013 and in accordance with revisedSchedule III of the Companies Act 2013 and has recast the Financial Statements relatingto the previous financial year ended March 31 2016 in order to make them comparable.
During the financial year ended March 31 2017 your Company recorded a turnover of Rs.4757963.00 as compared to the turnover of Rs. 11302744.00. The Net Profit of yourCompany for the financial year ended March 31 2017 stood at Rs. 1108502.63 as against theNet Profit of Rs. 21234.26 for the financial year ended March 31 2016.
On a consolidated basis your Company recorded a turnover of Rs. 71352868.00 during thefinancial year ended March 31 2017 and achieved consolidated Net Profit of Rs. 673274.00for the said financial year.
The Authorised Share Capital of your Company as on March 31 2017 stands at Rs.45873600/- divided into 4587360 equity shares of Rs. 10/- each. The Issued ShareCapital is Rs. 45873600/- divided into 4587360 equity shares of Rs. 10/- each and theSubscribed and Paid-up share capital is Rs. 45873600/- divided into 4587360 equity sharesof Rs. 10/- each fully paid-up.
Considering the present conditions of business and growth stage of Company The Boardof Directors of the company has decided not to recommend any dividend for the FinancialYear 2016-17. The Management being optimistic about the return from business activitieshas proposed to plough back divisible profit into the main activities of the Company.
TRANSFER TO RESERVES
Being a Non Banking Financial Company the amount of Rs. 14371/- has been transferredby the Company to the reserve fund named as Special Reserve as per RBI Actcreated in pursuance of Section 45- IC of the Reserve Bank of India Act 1934 whereinevery NBFC have to transfer a sum not less than 20% of its Net Profit every year beforedeclaring any dividend.
Also the company has pursuant to Notification of Reserve Bank of India dated January17 2011 vide Notification no. DNBS.PD.CC.No.207/03.02.002/2010-11 for making theProvision of 0.25% for Standard Assets of NBFCs the Company has transferred asum of Rs. 2874/- i.e 0.25% on the Standard Assets of the Company under the Reserve named"Provision for Bad and Doubtful Debts".
Further the company is complying with all the Reserve Bank of India guidelines asissued from time to time related to provisioning and reserves.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No such material change and/or commitment affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementrelate on the date of this report.
Your Company has no unclaimed / unpaid matured deposit or interest due thereon. YourCompany has not accepted any deposits covered under Chapter V - Acceptance ofDeposits by Companies under the Companies Act 2013 during the financial year endedMarch 31 2017.
In addition of above the Company is registered as a Non Banking Finance Company- Notaccepting deposits. Hence pursuant to Section 45- IA of the Reserve Bank of India Act1934 the Company cannot accept deposits from public which is compiled by the Companyduring the financial year. Further the Directors of the company assured to carry on thepractice of not accepting the same in order to comply with RBI norms and guidelines in thecoming year and the same has been proposed and passed in the meeting of Board of Directorsdated 25th May 2017.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
In terms of Section 186 of the Companies Act 2013 and Rules framed thereunder detailsof the Loans given and Investments made by your Company for the year ended March 31 2017have been annexed as Annexure- I. Your Company has also given the guarantee duringthe year under review but has not provided any security.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the financial year ended March 31 2017 all transactions with Related Partiesas defined under the Companies Act 2013 read with Rules framed there under were inordinary course of business and at arms length basis.
During the year under review your Company did not have any Related Party transactionwhich required prior approval of the Members. There has been no materially significantRelated Party Transactions during the year under review having potential conflict withthe interest of the Company.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
During the year "Advik Optoelectronics Limited" continues to be thewholly-owned subsidiary of your Company and no Associate or Joint Venture Company has beenadded during the year.
The Annual Report of the Subsidiary Company will be made available for inspection bythe Members of the Company at the Registered Office of the Subsidiary Company and at theRegistered
Office of your Company between 11:00 A.M. to 1:00 P.M. on any working day. AnnualReport along with the Audited Financial Statements of the Subsidiary Company is alsoavailable on the website of the Company at www.advikgroup.com/ail and shall also beprovided to the members of the Company upon receipt of written requests from them.
During the year the Board of Directors ("the Board") reviewed the affairs ofthe subsidiary Company and Pursuant to Section 129(3) of the Companies Act 2013 read withRule 5 of Companies (Accounts) Rules 2014 Consolidated Financial statements of theCompany has been annexed to the Annual Report which reflects the performance and financialposition of each of the subsidiary Company.
Further a statement containing salient features of the financial statement of theaforesaid Subsidiary Company has been provided in form no. AOC-1 and included in thisAnnual Report.
MANAGEMENTS DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagements discussion and analysis is appended to this Boards report.
EXTRACT OF ANNUAL RETURN
In accordance with section 134(3)(a) of the Companies Act 2013 an extract of theannual return in the prescribed format is appended as Annexure II to theBoards report.
AUDIT AND AUDITORS
(i) Statutory Auditor
In terms of the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s Garg Anil & Co. Chartered Accountants(ICAI Firm Registration No. 6308N) were appointed as the Auditors of your Company for thefinancial year 2016-2017 who shall hold office till the conclusion of this AGM. On therecommendation of Audit Committee the Board of Directors has appointed M/s Garg Anil& Co. Chartered Accountants as the Auditors of the Company for the financial year2017-2018 to hold office from the conclusion of 32nd AGM until the conclusion of 33rd AGMof your Company to be held in the year 2018 subject to the approval of the Members of theCompany at this AGM.
Your Company has received a certificate from M/s Garg Anil & Co. CharteredAccountants confirming their eligibility to be appointed as Auditors of the Company interms of the provisions of Section 141 of the Companies Act 2013 and Rules farmed thereunder. The proposal for their appointment has been included in the Notice convening the32nd AGM for obtaining approval of the Members of the Company.
(ii) Secretarial Auditor
In terms of the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Boardof Directors of the Company in their meeting held on 01.09.2016 has appointed M/s A. K.Verma & Co. Company Secretaries New Delhi as the Secretarial Auditors of theCompany to conduct the Secretarial Audit for the financial year ended March 31 2017 andto submit Secretarial Audit Report in Form No. MR-3.
A copy of the Secretarial Audit Report received from M/s A.K. Verma & Co. in theprescribed Form No. MR-3 is annexed to this Boards Report and marked as AnnexureIII.
(iii) Qualification reservation or adverse remark in the Auditors Reports andSecretarial Audit Report
There is no qualification reservation or adverse remark made by the Statutory Auditorsin their Auditors Report to the Financial Statements (Standalone and Consolidated).
There is one observation marked by Secretarial Auditors in his Secretarial Audit Reportand the response of the management for this observation is as under:
Observation: The Company has not appointed Internal auditor pursuant to therequirement of section 138 of Companies Act 2013 as confirmed by the Management.
Managements Response: It is affirmed by the Management that the Company is inunder process to appoint Internal auditor pursuant to the requirement of section 138 ofCompanies Act 2013.
SIGNIFICANT AND MATERIAL LITIGATIONS/ORDERS
During the year under review there were no significant material orders passed by theRegulators/ Courts and no litigation was outstanding as on March 31 2017 which wouldimpact the going concern status and future operations of your Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNIGS AND OUTGO
The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review. Further during the year under review the Company has neither earned norused any foreign exchange.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of the Companies Act 2013 has not applicable to theCompany during year under review and subsequently the Company has not developed andimplemented any Corporate Social Responsibility initiatives during the year under review.
BOARD OF DIRECTORS AND BOARD MEETINGS
Your Companys Board is duly constituted which is in compliance with therequirements of the Companies Act 2013 the Listing Regulations and provisions of theArticles of Association of the Company. Your Board has been constituted with requitediversity wisdom and experience commensurate to the scale of operations of your Company.
During the year under review a total of Four Meetings of the Board of Directors washeld i.e. on 28/05/2016 01/09/2016 11/11/2016 and 10/02/2017. Details of BoardComposition and Board Meetings held during the financial year 2016-2017 have been providedin the Corporate Governance Report which forms part of this Annual Report.
Chairman of the Board
Virender Kumar Agarwal Managing Director of the Company continue to be the Chairmanof the Board.
Mr. Vineet Gupta was appointed as the Additional Independent Director of the Company bythe Board of Directors in their meeting held on 10/02/2017 due the casual vacancy causedby the resignation of Ms. Nikita Bansal from the post of an Independent Directors of theCompany.
Mrs. Manju Agarwal Non-Executive Director is due to retire by rotation at this AGM andbeing eligible offers herself for reappointment. Your Board recommends re-appointment ofMrs. Manju Agarwal as a Director of the Company liable to retire by rotation.
Mr. Virender Kumar Agarwal Managing Director of the Company whose term of appointmentis expiring on 26th September 2017 he is proposed to be re-appointed as a ManagingDirector of the Company for its another term of a period of 5 years i.e from 26.09.2017 to25.09.2022 with the approval of the members of the Company at this AGM.
Mr. Vineet Gupta as an Additional Independent Director of the Company holds office tillthe date of this AGM and is eligible for being appointed as an Independent Director of theCompany. The Company has received a notice pursuant to Section 160 of the Companies Act2013 (the "Act") together with the requisite amount of deposit from Mr. VineetGupta signifying his candidature as a Director of the Company. With the approval ofmembers of the Company Mr. Vinnet Gupta will be appointed as an Independent Director ofthe Company.
In pursuance of Regulation 36 (3) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 a brief profile along with necessary disclosures of Mrs.Manju Agarwal Mr. Virender Kumar Agarwal and Mr. Vineet Gupta has been annexed to theNotice convening the ensuing AGM and forms an integral part of this Annual Report.
Mr. Hemant Agarwal Mrs. Latika Bansal and Mr. Vineet Gupta Independent Directors ofthe Company have declared to the Board of Directors that they meet the criteria ofIndependence as laid down in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) and 25 of the Listing Regulations and there in no change in their status ofIndependence. Your Board places on records its deep appreciation for their continuousguidance support and contribution to the Management of the Company in its pursuit toachieve greater heights.
Mr. Tarkeshwar Rai Chief Financial Officer and Ms. Radhika Garg Company Secretary& Compliance Officer continue to be the Key Managerial Personnel of your Company.
The Board of Directors of your Company has a duly constituted Audit Committee in termsof the provisions of Section 177 of the Companies Act 2013 read with rules framed thereunder and Regulation 18 of the Listing Regulations. The terms of reference of the AuditCommittee has been approved by the Board of Directors. Composition of the Audit Committeenumber of meetings held during the year under review brief terms of reference and otherdetails have been provided in the Corporate Governance Report which forms part of thisAnnual Report. Recommendations made by the Audit Committee are generally accepted by yourBoard.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Current policy is to have an appropriate mix of executive non-executive andIndependent Directors to maintain the independence of the Board and separate its functionof governance and management. On March 31 2017 the Board consists of six members threeof whom are executive/non-executive/whole-time Director and rests three are IndependentDirectors.
The policy of the Company on directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub- section (3) of Section 178 of the Companies A ct 2 0 1 3 i s a v a i l a b l e o n o u r w e b s i t e
(http://www.advikgroup.com/ail/investors/). We affirm that the remuneration paid tothe directors is as per the terms laid out in nomination and remuneration policy of theCompany.
DISCLOSURES ON REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theDirector(s) of the Company has drawn remuneration during the year under review which is incompliance of the applicable provisions of Companies Act 2013 and no employee(s) of theCompany has drawn remuneration in excess of the limits set out in the said rules.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act 2013 the Directors of theCompany hereby states that:
i. In the preparation of the annual accounts for the year ended 31st March 2017 theapplicable accounting standards had been followed alongwith proper explanation relating tomaterial departures.
ii. The Directors had selected such accounting policies and applied them consistentlyand made judgements 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 and Loss of the company for that period.
iii. The Directors had taken proper and sufficient care for 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 were operatingeffectively ;and
vi. The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and such system were adequate and operating effectively.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
In terms of provisions of section 177 of the Companies Act 2013 and rules framedthereunder read with Regulation 22 of the Listing Regulations your Company has a vigilmechanism in place for the Directors and Employees of the Company through which genuineconcerns regarding various issues relating to inappropriate functioning of theorganization can be communicated. For this purpose your Board has formulated a WhistleBlower Policy and uploaded on the website of the Company atwww.advikgroup.com/ail/investors/.
During the year under review there has been no incidence reported which requiresaction by the Board or Committee.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company has adopted a policy under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder. YourCompany is committed to provide a safe and secure environment to its women employeesacross its functions and other women stakeholders as they are considered as integral andimportant part of the Organisation.
An Internal Committee with requisite number of representatives has been set up toredress complaints relating to sexual harassment if any received from women employeesand other women associates. All women employees are covered under this policy which alsoextends to cover all women stakeholders of the Company.
The following is a summary of sexual harassment complaints received and disposed offduring the financial year ended March 31 2017:
| No. of complaints received ||: ||NIL |
| No. of complaints disposed off ||: ||Not Applicable |
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial disclosures.
During the year the Board of Directors developed and implemented an appropriate riskmanagement policy which is entrusted with the responsibility to assist the Board inOverseeing and approving the Companys enterprise wide risk management framework andoverseeing all the risks that the organization faces identifying the element of riskwhich in the opinion of the Board may threaten the existence of the company andsafeguarding the company against those risks.
A detailed report on Corporate Governance pursuant to the provisions of Regulation 34of the Listing Regulations forms part of the Annual Report however pursuant to Regulation15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015Regulation 27 and paras C D and E of Schedule V of SEBI regulations shall not applicableto the Company as the paid up equity share capital of the Company and Net worth of theCompany is not exceeding Rs. 10 Crore and Rs. 25 Crore respectively.
As a good corporate practice and for more transparency the Company has provided theinformation in Corporate Governance Report on a suo moto basis under the provisions ofparas C D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements)Regulation 2015. Our Corporate Governance report forms the part of Annual Report.
ANNUAL BOARD EVALUATION
The evaluation of all the Directors and the Board as a whole was conducted based on thecriteria and framed adopted by the Board. The evaluation process has been done incompliance of the provisions of Companies Act 2013 and SEBI listing Regulations. Thereport thereon is provided in the Corporate Governance Report which forms part of theAnnual Report as Annexure IV.
Your Board is grateful for the unstinted support and trust reposed by our shareholders.And places on record its deep appreciation of the Independent Directors and theNon-Executive Directors of your Company for their immense contribution by way of strategicguidance sharing of knowledge experience and wisdom which help your Company take rightdecisions in achieving its business goals.
Your Board appreciates the relentless efforts of the employees and staff including theManagement Team headed by the Managing Director who always leads from the front inachieving a very commendable business performance year-on-year despite a challengingbusiness environment.
The Board expresses their gratitude to its all stakeholders i.e memberscustomers Government agencies and their departments Bankers of the Company for theircontinued support and faith. The Director places on record their sincere appreciation toall the employees of the company for their contribution in the growth of the company.
For and on behalf of the Board of Directors ADVIK CAPITAL LIMITED (Formerly known asAdvik Industries Limited)
| ||VIRENDER KUMAR AGARWAL ||MANJU AGARWAL |
|New Delhi ||Managing Director ||Director |
|11.08.2017 ||DIN: 00531255 ||DIN: 00531344 |