Your directors have pleasure in presenting the 30th Annual Report togetherwith the audited statement of accounts for the year ending 31st March 2015.
ADVIK INDUSTRIES LIMITED is a Company Listed on Delhi Stock Exchange and NonDeposit Accepting Non-Banking Finance Company ("NBFC") holding a Certificate ofRegistration from the Reserve Bank of India ("RBI")
2. FINANCIAL RESULTS
After making usual adjustment and meeting all expenses the profit of the year is Rs.474844.94 which is carried forward to the next year along with brought forward Profit of512078.59. The financial results of the company for the year ended 31st March 2015 are asfollows:-
| || || ||(Rs. ) |
|Sl. No. ||PARTICULARS ||CURRENT YEAR ||PREVIOUS YEAR |
| || ||(2014-2015 ||(2013-14) |
|1. ||Total Income ||7568882.59 ||28666321.50 |
|2. ||Total Expenditure ||7157120.65 ||28164978.91 |
|3. ||Profit Before Tax ||411761.94 ||501342.59 |
|4. ||Income Tax ||-63083.00 ||-10736.00 |
|5. ||Deferred Tax ||- ||- |
|5. ||Profit after Income Tax ||474844.94 ||512078.59 |
|6. ||Paid Up Share Capital ||45873600.00 ||45873600.00 |
|7. ||Reserves and Surplus ||40229645.82 ||39754800.88 |
3. WORKING OF THE COMPANY
The Company engaged in Non-Banking Financial Activity. During the period under reviewtotal income of the Company was Rs. 7568882.59 as against Rs. 28666321.50 in previousyear. The Company was able to earn a Net Profit after tax of Rs. 474844.94 as against Rs.512078.59 in previous financial year. Your Directors are putting their best efforts toimprove the performance of the Company.
4. CHANGE IN THE NATURE OF BUSINESS:
There were no Changes in the Nature of Business of the Company during the FinancialYear.
5. LISTING INFORMATION:
During the year the Securities of the Company were listed at Delhi Stock Exchange.However Securities and Exchange Board of India (SEBI) vide its order dated 19th November2014 derecognized Delhi Stock Exchange and which had sought voluntary exit from the stockexchange activities..
Also consequent to voluntary exit of Delhi Stock Exchange from stock exchangebusiness the management of the Company is now planning to get listed its shares at BombayStock Exchange and Company has obtained No Objection Certificate from the Delhi StockExchange in this regard. The Management of the Company is hopeful to get listed at BombayStock Exchange very soon.
6. SHARE CAPITAL
The Authorized Share Capital of the Company as on 31st March 2015 was Rs.45873600.00 (Four Crore Fifty Eight Lakh Seventy Three Thousand Six Hundred) andPaid-up Equity Share Capital of the Company on March 31 2015 was Rs. 45873 600.00(Four Crore Fifty Eight Lakh Seventy Three Thousand Six Hundred). There was no change inthe Authorized or the Paid-up Capital/Subscribed Capital during FY 2014-15.
a) BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review
b) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review
c) BONUS SHARES
No Bonus Shares were issued during the year under review
d) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
e) SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issue any Equity shares with Differential Rights.
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 2014-15. The management being optimistic about the return from business activitieshas proposed to plough back divisible profit into the main activities of the Company.
8. CORPORATE GOVERNANCE
As per the circular issued by the SEBI vide circular No. CIR/CFD/POLICY CELL/7/2014dated 15th September 2014 to all the stock Exchanges regarding Corporate Governance inListed entities. The Clause 49 of the listing Agreement is applicable to the Companieshaving paid up equity share capital exceeding Rs.10 crore and Net Worth exceeding Rs.25crore as on the last day of the previous financial year. The Company is not Covered anyof the Criterion mentioned above so it is not mandatory for the Company to Comply theProvisions of the Clause 49 of the Listing Agreement. In the preview of this CircularCompany is not required to submit Corporate Governance Report. However Company will takeadequate steps as and when necessary in compliance of Clause 49 on its discretion basisand annexed a Corporate Governance Report in Annexure -I
9. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as (Annexure II)
10. NUMBER OF MEETING OF BOARD OF DIRECTORS
The Board of Directors duly met 8 times dated 30-05-2014 31-05-201401-07-2014 25-07-2014 01-09-2014 23-09-2014 13-11-2014 and 11-02-2015 during theyear in respect of which meetings proper notices were given and the proceedings wereproperly recorded and signed in the Minutes Book maintained for the purpose. The time gapbetween two consecutive meetings of the Board did not exceed one hundred and twenty days.The details of such meetings are given in the Corporate Governance Report annexed to thisReport.
11. 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 2015 theapplicable accounting standards had been followed along with proper explanation relatingto material departures.
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 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.
12. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared and paid last year theprovisions of Section 125 of the Companies Act 2013 do not apply.
13. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
14. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review annexed to thisDirectors' Report provides a more detailed review of the operating performance.
Company. However this is the requirement of Clause 49 and clause 49 is not applicableto the Company w.e.f 01.10.2014.Company has made this disclosure on its discretion asannexed in (Annexure-III).
15. DISCLOSURE BY AN INDEPENDENT DIRECTOR(S)
Mr. Deepak Sharma Mr. Hemant Agarwal and Mr. Parveen Gupta Independent Directors ofthe company have given the requisite declaration in the Board Meeting that they meet thecriteria of independence as provided in Section 149(6) of Companies Act 2013.
16. AUDIT COMMITTEE AND VIGIL MECHANISM
The company has Constituted Audit Committee of the Board in accordance with theprovision of Section 177 of the Companies Act 2013. The Audit Committee comprises of thefollowing Directors:
|Mr. Hemant Agrawal ||CHAIRMAN |
|Ms. Parveen Gupta ||MEMBER |
|Mr. Virender Kumar Agarwal ||MEMBER |
17. VIGIL MECHANISM
The Vigil Mechanism of the Company pursuant to the provisions of section 177(9) &(10) of the Companies Act 2013 which also incorporates a whistle blower policy in termsof the Listing Agreement includes an Ethics & Compliance Task Force comprising seniorexecutives of the Company. Protected disclosures can be made by a whistle blower throughan e-mail or dedicated telephone line or a letter to the Task Force or to the Chairman ofthe Audit Committee.
18. REMUNERATION OF DIRECTORS
The Company has not given Remuneration to any Director of the Company. So there is norequirement to give Disclosure under Section 197(12) of the Companies Act 2013.
19. LOANS GUARANTEE AND INVESTMENT
The particulars of Loans given Investments made and Guarantee given by company underSection 186 of Companies Act 2013 is annexed as (Annexure IV).
20. PARTICULARS OF RELATED PARTY TRANSACTION
There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013. Further all the related partytransactions in terms of the Provisions of Companies Act 2013 were entered in the ordinarycourse of business during the financial year and were also at arm's length basis. Thereare no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated person which may have apotential conflict with the interest of Company at large.
21. DIRECTORS AND KEY MANAGERIAL PERSONNEL
There were changes in the Directors and Key Managerial Personnel of the Company. Ms.Radhika Garg was appointed as Company Secretary and Mr. Manoj Kumar was appointed as ChiefFinancial Officer of the Company in pursuance of Section 203 of the Companies Act 2013 asKey Managerial Personnel. of the Company w.e.f 01/09/2014 and 31/03/2015 respectively Mr.Shakul Kumar Agarwal was appointed as Whole-time Director for a period of three yearsw.e.f. 01/04/2015 in pursuance of Section 203 of the Companies Act 2013 as Key ManagerialPersonnel.
22. AUDITORS & AUDITORS REPORT
M/s. Garg Anil & Co. Chartered Accountants auditors of the company retire at theconclusion of the ensuing Annual General Meeting and being eligible offer themselves forre-appointment. They have confirmed their eligibility to the effect that theirreappointment if made would be within the prescribed limits under the Act and that theyare not disqualified for re-appointment
The Notes on financial statement referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report does notcontain any qualification reservation or adverse remark.
23. FIXED DEPOSITS
The company had neither invited nor accepted any deposits from the public within themeaning of the Companies (Acceptance of Deposits) Rules 2014.
24. SUBSIDIARY COMPANIES
Company have one Subsidiary Company namely Advik Optoelectronics Limited. Astatement pursuant to Section 129(3) of the Companies Act 2013 containing salientfeatures of the financial statements of the subsidiaries/associate companies/jointventures of the company is annexed as (Annexure- V)
The Company further undertakes that annual accounts of the subsidiary company and therelated detailed information shall be made available to the shareholders of ADVIKINDUSTRIES LIMITED. Seeking such information at any point of time. The annual accountsof the subsidiary company are also available for inspection by any shareholder at theregistered office of the company.
25. PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS 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.
26. RISK MANAGEMENT
During the year your Directors developed and implemented an appropriate riskmanagement policy which contained the provisions regarding entrusted with theresponsibility to assist the Board in Overseeing and approving the Company's enterprisewide risk management framework and overseeing that all the risks that the organizationfaces identifying the element of risk which in the opinion of the Board may threaten theexistence of the company and safeguarding the company against those risks.
27. POLICIES OF NOMINATION AND REMUNERATION COMMITTEE
Pursuant to Section 178(3) of the Companies Act 2013 the Nomination and RemunerationCommittee constituted by the Board of Directors have laid down the following policies:
Criteria for nomination as Director Key Managerial Personnel and Independenceof a Director:
Criteria for determining Remuneration of Directors Key Managerial Personnel andSenior Management Other Employees of the Company
Evaluation of performance of the members of the Board Key Managerial Personnel
28. CONSOLIDATED FINANCIAL STATEMENT
The Consolidated financial statement have been prepared by the company in accordancewith the Companies Act 2013 ("the Act") and Accounting Standard (AS) - 21 onConsolidated Financial Statements and other applicable accounting standards issued byInstitute of chartered Accountant of India. The audited consolidated financial statementstogether with Auditor Report form part of the Annual Report.
29. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board has appointed M/s A.K Verma & Co Practicing Company Secretary toconduct Secretarial Audit for the financial year 2014-15. Pursuant to Section 204(1) ofthe Companies Act 2013. The Secretarial Audit Report for the financial year ended March31 2015 is annexed in MR-3 (Annexure VI).
There is two observation marked by Secretarial Auditor in his Secretarial Audit Reportand the response of the management for this observation is as under
|Observation ||Management's Response |
|The Company has not made some disclosures on its website as required under Companies Act 2013 and listing Agreement. ||It is confirmed by the management that the required disclosure will be hosted on the website very soon. |
|The Company has not appointed Internal auditor pursuant to the requirement of section 138 of Companies Act 2013 as confirmed by the Management. ||It is confirmed by the Management that the Company is in under process to appoint Internal auditor pursuant to the requirement of section 138 of Companies Act 2013 as confirmed by the Management. |
30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
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 noemployees has drawn remuneration in excess of the limits set out in the said rules.
31. INTERNAL AUDIT & CONTROLS
The Company is under process to engage the service of internal auditor.
32. INTERNAL CONTROL SYSTEM
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
33. FORMAL ANNUAL EVALUATION OF THE BOARD
A statement indicating the performance of the Board and its committee and itsindividual directors is annexed as (Annexure VII).
34. CODE OF CONDUCT AND ETHICS
The Board of directors of the Company has adopted a Code of Conduct and Ethics for theDirectors and Senior Executives of the Company. The object of the Code is to conduct thecompany's business ethically and with responsibility integrity fairness transparencyand honesty. The Code sets out a broad policy for one's conduct in dealing with the
Company fellow directors and with the environment in which the Company operates. Thecode is available on the Company's website.
35. 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 material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate onthe date of this report.
36. ORDER OF COURT/TRIBUNAL/REGULATOR
During the year under review there was not any order passed by the regulators or courtsor tribunals which was material enough to impact the going concern status and operation ofthe Company.
The Board expresses their gratitude to its all stakeholder's i.e members customers
Government agencies and their departments Bankers of the Company for their continuedsupport and faith. The Director places on record their sincere appreciation to all theemployees of the company for their contribution in the growth of the company.
| ||On behalf of the Board of Directors || |
| ||VIRENDER KUMAR AGARWAL ||SHAKUL KUMAR AGARWAL |
|Place: New Delhi ||Managing Director ||Whole-time Director |
|Date: 11/08/2015 ||DIN: 00531255 ||DIN: 03590891 |
| ||H-107 ARAVALI KUNJ ||H-107 ARAVALI KUNJ |
| ||PLOT NO. 44 SECTOR-13 ||PLOT NO. 44 SECTOR-13 |
| ||ROHINI DELHI- 110085 ||ROHINI DELHI- 110085 |