The Board of Directors hereby submits the report of the business and operations of yourCompany along with the audited financial statements for the financial year ended March31 2016. The consolidated performance performance of the Company and its subsidiaries hasbeen referred to wherever required.
1. RESULTS OF OPERATIONS
| ||Standalone ||Consolidated |
|Particulars ||2016 ||2015 ||2016 ||2015 |
|Revenue from operations ||7672563.00 ||4996180.20 ||24340068.00 ||22881236.68 |
|Other Income ||3636242.00 ||2572702.39 ||3636795.00 ||2572702.39 |
|Total Income ||11308805.00 ||7568882.59 ||27976863.00 ||25453939.07 |
|Profit before Depreciation and Interest ||890481.26 ||1272735.94 ||2398309.51 ||3646410.16 |
|Less: Interest & financial expenses ||2910.00 ||2192.00 ||9749.66 ||30849.18 |
|Less: Depreciation and amortization ||598463.00 ||858782.00 ||1990441.00 ||2005458.00 |
|Exceptional items ||0.00 ||0.00 ||0.00 ||0.00 |
|Profit after Depreciation and Interest but before tax ||289108.26 ||411761.94 ||398118.85 ||1610102.98 |
|Tax expense ||49370.00 ||15378.00 ||56066.00 ||182085.00 |
|Less: Transfer to Special Reserve ||46804.00 ||0.00 ||46804.00 ||0.00 |
|Less: Transfer to bad & doubtful reserve ||171700.00 ||0.00 ||171700.00 ||0.00 |
|Net profit for the year ||21234.26 ||396383.94 ||123548.85 ||1428017.98 |
We continue to be debt-free and maintain sufficient cash to meet our strategicobjectives. We understand that liquidity in the Balance Sheet has to balance betweenearning adequate returns and the need to cover financial and business risks. Liquidityenable us to make a rapid shift in direction if there is a market demand. We believe thatour working capital is sufficient to meet our current requirements.
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 2015-16. The management being optimistic about the return from business activitieshas proposed to plough back divisible profit into the main activities of the Company.
No Bonus Shares were issued during the year.
Particulars of loans guarantees or investments
The particulars of Loans given Investments made and Guarantee given by company underSection 186 of Companies Act 2013 is annexed as (Annexure I).
Transfer to reserves
In compliance of RBI norms the Company has transferred ` 46804.00/- to Special Reservein terms of Section 45-IC of the RBI Act 1934) and also transferred ` 171700.00/- to bad& Doubtful Reserve.
The company had neither invited nor accepted any deposits from the public within themeaning of the Companies (Acceptance of Deposits) Rules 2014.
Particulars of contracts or arrangements made with related parties
There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013.
Material changes and commitment if any affecting the financial position of the companyoccurred between the end of the financial year to which this financial statements relateand the date of the report
During the year the Company has received Listing Approval from Bombay Stock ExchangeLimited on 22nd March 2016 for listing & trading of 4587360 equity shares of theCompany w.e.f 28th March 2016 and also admitted to deal on the Exchange in the list of XTGroup.
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 as (Annexure II) to theBoards report.
Subsidiaries and associates
The Company has one Subsidiary Company "Advik Optoelectronics Limited" and noAssociate Company.
During the year the Board of Directors ("the Board") reviewed the affairs ofthe subsidiaries. In accordance with section 129(3) of the Companies Act 2013 we haveprepared consolidated Financial Statements of the Company which forms part of this AnnualReport. Further a statement containing the salient features of the financial statement ofour subsidiaries in the prescribed format AOC-1 is appended as (Annexure III) tothe Boards report.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of its subsidiary are also available for inspection by anyshareholder at the registered office of the company.
3. HUMAN RESOURCE MANAGEMENT
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.
4. CORPORATE GOVERNANCE
Our Corporate Governance philosophy
Corporate Governance is about maximizing shareholder value legally ethically andsustainably. The goal of corporate governance is to ensure fairness for every stakeholder.We believe sound corporate governance is critical to enhance and retain investor trust. Wealways seek to ensure that our performance is driven by integrity. Our Board exercises itsfiduciary responsibilities in the widest sense of the term. Our disclosures seek to attainthe best practices in international corporate governance. We also endeavor to enhancelong-term shareholder values and respect minority rights in all our business decisions.
Our Corporate Governance report forms the part of Annual Report as (Annexure IV).
The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage.
Number of meetings of the Board
The Board met four times during the financial year the details of which are given inthe Corporate Governance Report. The maximum interval between any two meetings did notexceed 120 days as prescribed in the Companies Act 2013.
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 2016 the Board consists of six members threeof whom are executive/non-executive/whole-time Director and rest 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 Act2013 is available on our website (http://www.advikgroup.com/ail/investors/). We affirmthat the remuneration paid to the directors is as per the terms laid out in nomination andremuneration policy of the Company.
Declaration by Independent Directors
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulations 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as:
Board dynamics and relationships
Relationship with stakeholders
Company performance and strategy
Tracking Board and Committees effectiveness
The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirector shall be done by the entire Board of Directors excluding the director beingevaluated.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe Corporate Governance report. The Board approved the evaluation results as collated bythe nomination and remuneration committee.
A statement indicating the performance of the Board and its committee and itsindividual directors is annexed as (Annexure V).
Familiarization program for independent directors
All independent directors inducted into the Board attend an orientation program. Thedetails of training and familiarization program are provided in the Corporate Governancereport and is also available on our website.
The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets top ensure better enforceability. The Company has entered into thelisting agreement with BSE Limited at the time of Listing.
Directors and Key Managerial Personnel
Chairman of the Board
Virender Kumar Agarwal Managing Director of the Company took over as the Chairman ofthe Board.
The Board made the following appointments/ re-appointments based on the recommendationof the Executive committee of Board of Directors:
Appointment of Mrs. Latika Bansal as an Additional Independent Director of theBoard effective from 27/06/2016
Appointment of Ms. Nikita Bansal as an Additional Independent Director of theBoard effective from 26/07/2016.
As per the provisions of the Companies Act 2013 Mr. Shakul Kumar Agarwal retires byrotation at the ensuing Annual General Meeting and being eligible seeks re-appointment.The Board recommends his re-appointment.
Deepak Kumar Sharma has resigned as an Independent Director of the Company with effectfrom 27 June 2016. The Board places on record its appreciation for the services renderedby him during his tenure with the Company.
Parveen Gupta has resigned as an Independent Director of the Company with effect fromJuly 26 2016. The Board places on record its appreciation for the services rendered byhim during his tenure with the Company.
Committees of the Board
Currently the Board has four committees: the Audit Committee the Shareholders/Investors Grievance Committee the Nomination and Remuneration Committee andExecutive Committee of Board of Directors. A detailed note on the composition of the Boardand its committees is provided in the corporate governance report section.
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.
Significant and material orders
There are no significant and material orders passed by the regulator or courts ortribunal impacting the going concern status and Companys operations in future.
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 VI) to theBoards report.
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 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.
5. Auditors Statutory auditor
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 for the financial year 2016-2017. They have confirmed their eligibility tothe effect that their re-appointment if made would be within the prescribed limits underthe Act and that they are 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 doesnot contain any qualification reservation or adverse remark.
M/s A.K Verma & Co Practicing Company Secretaries was appointed to conduct thesecretarial audit of the Company for the financial year 2015-2016 as required underSection 204 of the Companies Act 2013 and rules there under. The secretarial audit reportfor the financial year 2015-2016 forms part of the Annual Report as (Annexure VII) tothe Boards report.
The board has re-appointed M/s A.K Verma & Co Practicing Company Secretaries assecretarial auditor of the Company for the Financial Year 2016-2017.
There is one observation marked by Secretarial Auditor in his Secretarial Audit Reportand the response of the management for this observation is as under
|Observation ||Managements Response |
|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. |
6. Corporate social responsibility
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.
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.
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 INDUSTRIES LIMITED |
| ||VIRENDER KUMAR AGARWAL ||SHAKUL KUMAR AGARWAL |
|New Delhi ||Managing Director ||Whole-time Director |
| ||DIN: 00531255 ||DIN: 03590891 |