Your Directors are pleased to present the 31st Annual Report and theCompanys Annual Financial statement for the financial year ended March 31 2015.
1. Financial Results
The Companys financial performance for the year ended March 31 2015 issummarized below:
| || ||Amount in (Rs) |
|Particulars ||2014-15 ||2013-14 |
|Net Sales/ Income from Business Operations ||1065515781 ||885694138 |
|Other Income ||10359764 ||6669782 |
|Total Income ||1075875545 ||892363920 |
|Less: Expenditure ||1086780003 ||925365778 |
|Profit before Depreciation ||-10904458 ||-33001858 |
|Less: Depreciation ||661359 ||709638 |
|Profit after Depreciation and Interest ||-11565817 ||-33711496 |
|Less: Current Income Tax ||259084 ||- |
|Less: Previous year adjustment of Income Tax ||- ||- |
|Less: Deferred Tax ||-664654 ||- |
|Net Profit after Tax ||-11160247 ||-33711496 |
|Amount transfer to General Reserve || || |
|Balance Carried to Balance Sheet || || |
|Earning per Share (Basic) ||-0.006 ||-0.053 |
|Earning per share (Diluted) ||-0.009 ||-0.053 |
2. Operations and Business Performance
During the year under review your company has been able to generate revenue from saleof Rs.1075875545/- in FY 2014-15 as compared to previous year of Rs. 892363920/-.The operating loss of the company reduced from Rs.33711496/- in FY 20147-15 to Rs.11160247/- in FY 2014-15.
The increase in operational revenue is attributable mainly to due to increase in incomefrom sale of IT products and Computer peripheral by 20.3% to Rs. 1065515781 in FY204-15 as against Rs.885694138 in FY 2013-14.
Your Directors after considering years financial performance of the Company havenot recommended any Dividend for the year under review.
4. Capital Structure
Capital Structure of the Company as on 31st March 2015 consistingfollowings:
|Authorized share Capital ||: Rs. 2000000000/- (Rupees Two Hundred Crore only) divided in to 2000000000 equity shares of Re. 1 /- each. |
|Issued Subscribed and Paid-up Share Capital ||: Rs. 1981917430 divided in to 1981917430 equity shares of Re. 1 /- each. |
During the year under review Company has increased its Authorized share capital fromRs. 1000000000 /- (Rupees One Hundred Crore only) divided into 1000000000 equityshares of Re. 1 /- each to Rs. 2000000000/- (Rupees Two Hundred Crore only) divided into 2000000000 equity shares of Re. 1 /- each.
Further during the year Company has also increased its Paid-up shares capital byissuing 1341529930 Equity Shares of Face Value of Rs. 1/- each on preferential basis.
5. Auditors and Auditors Report:
M/s. Tejas Nadkarni & Associates Chartered Accountants were appointed asstatutory auditors of the Company in the Adjourned Annual General Meeting held on 4thOctober 2014 to hold office for the term of three consecutive years from conclusion ofAnnual General Meeting for the year 2014-15 till the conclusion of this Annual GeneralMeeting for the year 2015-16.
In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. Tejas Nadkarni & Associates CharteredAccountants as statutory auditors of the Company is placed for ratification by theshareholders. In this regard the Company has already received a certificate from theauditors to the effect that if they are reappointed it would be in accordance with theprovisions of Section 141 of the Companies Act 2013.
Statutory Auditors Report
The Statutory Audit Report for FY 2014-15 issued by M/s. Tejas Nadkarni &Associates Statutory Auditor of the Company forms part of the Annual report. Theobservation and comments furnished by the Auditors in his report read together with notesto Accounts are self-explanatory and hence do not call for any further comments.
M/s SG & Associates Practicing Company Secretaries were appointed to conduct thesecretarial audit of the Company for the financial year 2014-15 as required under Section204 of the Companies Act 2013 and Rules thereunder.
Secretarial Auditors Report
The Secretarial Audit Report for FY 2014-15 issued by M/s SG & AssociatesSecretarial Auditor of the Company forms part of the Board's report as "Annexure5".
Pursuant to Section 138 of the Companies Act 2013 read with rule 13 of the Companies(Accounts) Rules 2014 the internal records maintained by the Company are required to beaudited. Your Directors had on the recommendation of the Audit Committee appointed M/s.Bipin B Shah & Co. Chartered Accountants (Firm Registration No.101511W) to audit thecost accounts of the Company for the year 2014-15.
6. Transfer of Unclaimed Dividend to Investor Education and Protection Fund
The provision of Section 125(2) of the Companies Act 2013 do not apply as there was nodividend declared and paid during the year.
7. Managements Discussion and Analysis Report
Managements Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement is presented in a separate sectionforming part of the Annual Report.
8. Subsidiaries Joint Ventures and Associate Companies
The Company does not have any Subsidiary Company Form AOC-1 explaining financialposition and performance of each of the associates and joint venture companies is formingpart of this report as Annexure 1.
9. Directors Responsibility Statement
In accordance with provisions of Section 134(5) of the Companies Act 2013 the Boardhereby submit its responsibility statement:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) 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;
(c) 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;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) 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
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems were adequate and operating effectively.
10. Corporate Governance
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 Agreement forms an integral part of thisreport. The requisite certificate from the Auditors of the Company confirming compliancewith the conditions of corporate governance is attached to this report as "Annexure8".
11. Particulars of Contracts and Arrangements with Related Parties
During the year the Company had not entered into any contract / arrangement /transaction with related parties. Hence disclosure under Form AOC-2 pursuant to clause (h)of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts)Rules 2014 is not applicable.
The policy on materiality of related party transaction and dealing with related partytransactions approved by the Board may be accessed on the Companys website at thelink : http://www.avance.in/pdf/Policy%20on%20Related%20Party%20Transactions.pdf.
Kindly refer the Note 26.3 to the financial statements which sets out related partydisclosures.
12. Corporate Social Responsibility
The conditions prescribed in the Section 135 of the Companies Act 2013 which mandatesthe Company to constitute a Corporate Social Responsibility Committee are not applicableto our Company. Hence the company has not developed and implemented any Corporate SocialResponsibility initiatives during the year under review.
13. Directors and Key Managerial Personnel
Presently board composition of the Company consist six directors out of which 50% areexecutive director and remaining 50% are Non-Executive Independent Director. The board ofthe Company is headed by Mr. Srikrishna Bhamidipati Chairman of the Company.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Deepak Manki director of the Company retire by rotationat the ensuing Annual General Meeting and being eligible has offered himself forre-appointment.
The current board of the Company consist sixdirectors out of which three areIndependent director. Following are the Independent directors of the Company and theirdate and term of Appointment:
|Sr. No Name of the Director ||DIN ||Date of Appointment ||Term of Appointent |
|1 Ms. Pooja Srivastava ||06966012 ||4th October 2014 ||5 Years |
|2 Anand Choudhary ||02688871 ||4th October 2014 ||5 Years |
|3 Bimal Kamdar ||02828913 ||4th October 2014 ||5 Years |
Resignation of Director
During the year 2014-15 Mr. Randhir Marwa resigned as Non-Executive IndependentDirector with effect from 22nd August 2014.
Mr. Deepak Goyal was Executive Director of company and liable to retire by rotation.Members of the Company in the last Annual General Meeting held on 4th October 2014expressed their unwillingness to re-appoint him.
Declaration by Independent Directors of the Company.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149 of the Companies Act 2013 and Clause 49 of the Listing Agreement with the StockExchanges.
14. Meetings of the Board
Eight meetings of the Board of Directors were held during the year. For furtherdetails please refer report on Corporate Governance forming part of this Annual Report.
15. Annual evaluation by the board of its own performance and that of its committeesand individual directors:
As required under section 178(2) of the Companies Act 2013 and under Schedule IV tothe Companies Act 2013 a comprehensive exercise for evaluation of the performances ofevery individual director of the Board as a whole and its Committees and of theChairperson of the Company has been carried by your company during the year under reviewas per the evaluation criteria approved by the Board and based on guidelines given inSchedule IV to the Companies Act 2013.
For the purpose of carrying out performance evaluation exercise four types ofEvaluation forms were devised in which the evaluating authority has allotted to theindividual Director the Board as a whole its Committees and the Chairperson appropriaterating as Excellent Very Good Good or Satisfactory depending upon the performance.
Such evaluation exercise has been carried out
(i) of Independent Directors by the Board
(ii) of Non-Independent Directors by all the Independent Directors in separate meetingheld for the purpose
(iii) of the Board as a whole and its Committees by all the Independent Directors inseparate meeting held for the purpose on 24th January 2015
(iv) of the Chairperson of your Company by the Independent Directors in separatemeeting held on 24th January 2015 after taking into account the views of theExecutive/Non-Executive Directors
(v) of individual Directors by the Nomination and Remuneration Committee
(vi) of the Board by itself
Having regard to the industry size and nature of business your company is engaged inthe evaluation methodology adopted is in the opinion of the Board sufficientappropriate and is found to be serving the purpose.
16. Material Changes and Commitments
No material and commitments affecting the financial position of the Company occurredbetween the end of the financial year to which the financial statements relate and thedate of the report.
17. Conservation of Energy Technology Absorption and Foreign Exchange Earnings &Outgo
Your Company engaged in the business of trading of IT software products. Since thisbusiness does not involve any manufacturing activity most of the Information required tobe provided under Section 134(3)(m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 are Nil / Not applicable. Disclosure pursuant to section 134(m) ofthe Companies Act 2013 is forms part of this report as "Annexure 3".
18. Particulars of Loans Guarantees security and acquisition under Section 186 of theCompanies Act 2013
Pursuant section 134(3)(g) of the Companies Act 2015 details of Particulars of LoansGuarantees security and acquisition as per section 186 of the Companies Act 2013 formpart of financial statement provided in this report
19. Extract of Annual Return
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in"Annexure 7" and is attached to this Report.
The Company has neither accepted nor renewed any deposits during the year under review.
21. Particulars of Employees and related disclosures
In terms of the provisions of Section 197(2) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 there were no employees drawing remuneration in excess of the limits set outin the said rules.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed to the report as "Annexure 6".
22. Disclosure of Composition of Audit Committee and providing Vigil Mechanism
The Audit Committee comprises Directors namely Mr. Anand Choudhary (Chairman) Mr.Bimal Kamdar and Mr. Deepak Manki as other members. All the recommendations made by theAudit Committee were accepted by the Board.
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement. The Policy on vigil mechanism and whistle blower policymay be accessed on the Companys website at the link:http://avance.in/pdf/Whistle%20Blower%20Policy.pdf
23. Significant and Material Orders Passed By the Regulators or Courts
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
For Avance Technologies Limited
Chairman & Managing Director
4th September 2015