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Advait Infratech Ltd.

BSE: 543230 Sector: Infrastructure
NSE: N.A. ISIN Code: INE0ALI01010
BSE 10:01 | 26 May 169.00 8.00
(4.97%)
OPEN

169.00

HIGH

169.00

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169.00

NSE 05:30 | 01 Jan Advait Infratech Ltd
OPEN 169.00
PREVIOUS CLOSE 161.00
VOLUME 1000
52-Week high 251.90
52-Week low 50.90
P/E 17.83
Mkt Cap.(Rs cr) 86
Buy Price 162.00
Buy Qty 1000.00
Sell Price 0.00
Sell Qty 0.00
OPEN 169.00
CLOSE 161.00
VOLUME 1000
52-Week high 251.90
52-Week low 50.90
P/E 17.83
Mkt Cap.(Rs cr) 86
Buy Price 162.00
Buy Qty 1000.00
Sell Price 0.00
Sell Qty 0.00

Advait Infratech Ltd. (ADVAITINFRATECH) - Director Report

Company director report

To The Shareholders

Advait Infratech Limited Ahmedabad

Your Directors are pleased to present the 11th Annual Reporton the business performance and operations of your Company together with the AuditedFinancial Statements and the Auditor's Report for the financial year ended 31stMarch 2021. The consolidated performance of the company and its associates has beenreferred to whenever required

1. FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:

The summarized financial results of the Company for the period ended 31stMarch 2021 are as follows:

(Rs. In Lakh)

Particulars Standalone Consolidated
2020-21 2019-20 2020-21 2019-20
Revenue from Operation 5808.19 4030.47 6571.07 4451.93
Other Income 90.41 124.70 183.62 129.34
Total Income 5898.60 4155.17 6754.69 4581.26
Less- Exp. for Cost of Material Change in Inventories Employee benefit and other expenses 5165.44 3502.33 6103.34 4023.83
Profit /(Loss) before Interest 733.16 652.84 651.35 557.43
Depreciation & Taxation (EBDITA)
Less: Finance Cost 51.81 55.42 139.95 130.42
Less: Depreciation 23.88 32.17 204.77 208.75
Add: Extraordinary items 0.00 37.43 60.30 37.43
Profit /(Loss) Before Prior Period and Tax (PBT) 657.47 602.68 366.94 255.70
Less Prior Period Item 0.00 0.00 0.00 0.00
Less: Provision for Taxation 0.00 0.00 0.00 0.00
Current Tax 177.84 165.50 177.84 165.50
Deferred Tax -2.69 -1.90 -288.37 36.17
Profit (Loss) after Tax (PAT) 482.32 439.08 477.47 54.03
Profit carried to Balance Sheet 482.32 439.08 477.47 54.03

2. BUSINESS PERFORMANCE:

STANDALONE:

During the current period your company has shown increase in totalrevenue of Rs.5898.60 Lakhs as against Rs. 4155.17 Lakhs in the previous year. The Companyhas earned a net profit of Rs.482.32 Lakhs as compared to profit of Rs. 439.08 Lakh in theprevious year. The company will continue to pursue expansion in the domestic market toachieve sustained and profitable growth.

CONSOLIDATED:

During the current period your company has shown increase in totalrevenue of Rs. 6754.69 Lakhs as against Rs. 4581.26 Lakhs in the previous year. Thecompany has earned a net profit of Rs. 477.47 Lakhs as compared to profit of Rs. 54.03Lakh in the previous year.

3. BUSINESS OUTLOOK:

During the year under review the company has made joint ventureagreement with Council of Scientific and Industrial Research (CSIR) New Delhi fortransfer of CSIR-SERC technology on “Emergency Retrieval System” (ERS) underAtmanirbhar Bharat Policy.

The company is also planning to set up new factory for Stringing ToolsJoint Box and ERS Manufacturing and assembly utility and thereby company will produceTools Joint Box Locally and cater the domestic market.

Basically the Board is fairly enthusiastic about the future andworking on the target for upcoming years. Your Directors are making all good efforts toachieve the better results in years to come.

4. NATURE OF BUSINESS:

There was no change in the nature of Business of the Company during theFinancial Year.

5. DIVIDEND:

Your directors are pleased to recommend a final dividend of Rs 1/- perequity share of face value of Rs. Rs 10/- each for the year ended 31stMarch2021. The said dividend on Equity shares is subject to the approval of theShareholders at the ensuing Annual General Meeting (AGM).

6. INITIAL PUBLIC OFFERING:

During the year under review your Company came up with an initialpublic issue of 1350000 equity shares of Rs. 51/- each at a premium of Rs. 41/- pershare aggregating to the total of Rs. 68850000/-. Subsequently the shares of thecompany have been listed on SME platform of BSE on 28th September2020.

7. SHARE CAPITAL:

During the year under review the Company has increased its paid upshare capital from Rs. 37500000/- (Rupees Three Crore Seventy Five Lakh only) to Rs.51000000/- (Rupees Five Crore Ten Lakh only) by way of Initial Public Offer.

8. TRANSFER TO RESERVES

During the year under review the Company has not transferred any sumto general reserve.

9. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION ANDPROTECTION FUND:

There was no amount outstanding to be transferred as unclaimed dividendto investor education and protection fund during the FY 2020-21.

10. DEPOSITS:

During the year under review the Company has not accepted any depositsunder the provisions of Companies Act 2013 read with rules made thereunder and as such noamount on account of Principal or interest on deposits was outstanding as on the date ofthe Balance sheet.

11. CORPORATE GOVERNANCE

As per regulation 15(2) of the Listing Regulation the compliance withthe Corporate Governance Provisions shall not apply in respect of the following class ofthe Companies:

a) Listed entity having paid up equity share capital not exceedingRs.10 Crore and Net Worth not exceeding Rs. 25 Crore as on the last day of the previousfinancial year; b) Listed entity which has listed its specified securities on the SMEExchange. Since our company falls in the ambit of aforesaid exemption

(b); hence compliance with the provisions of Corporate Governance shallnot apply to the Company and it does not form the part of the Annual Report for thefinancial year 2020-2021.

12. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) of the Companies Act2013 anextract of Annual Return in the prescribed format is appended to this Report as Annexure-B and in terms of Section 92(3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is availableon the website of the Company at the link www.advaitinfra.com.

13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY COMPANY:

There were no loans guarantees or investment made by the Company underSection 186 of the Companies Act 2013 during the year under review and hence the companyis not required to give any details in respect thereof.

14. DIRECTORS AND KEY MANAGERIAL PERSONEEL:

During the year no KMP were appointed or have resigned. The IndependentNon-Executive director of the company Mrs. Rashmi Shah resigned from her office w.e.f 11thNovember 2020 and Mr. Manan Pancholi was appointed in her place to take over the chargeas the Additional Independent Non-Executive director of the company w.e.f 11thNovember2020. No other changes except above mentioned took place in the composition ofBoard of Directors. In accordance with the provisions of the Companies Act 2013 and interms of the Memorandum and Articles of Association of the Company Mr. Shalin RahulkumarSheth Managing Director shall retire by rotation in the ensuing Annual General Meetingand being eligible for re-appointment has offered his candidature for directorship. Noneof the non-executive directors has had any pecuniary relationship or transactions with thecompany other than the receipt of sitting fees for the meetings of the Board andCommittees thereof attended by them. Composition of the Board of Directors The Board ofthe Company is composed of individuals from diverse fields. The board of the Company iscomposed of Executive Non-Executive and Independent Directors. As on 31stMarch2021 the strength of the Board of Directors of the Company was at five Directorscomprising of Two Executive One Non-Executive and Two Non-Executive IndependentDirectors. The details of the Board of Directors as on 31st March2021 aregiven below:

Name of the Director Designation Date of Appointment No. of Directorships / Committee Memberships / Chairmanships
Public Limited Companies (including this) Private Limited Companies (including this) Committee Memberships (including this) Committee Chairman- ships (including this)
Shalin Rahulkum ar Sheth Managing Director 15-03-2010 1 1 2 1
Rejal Shalin Sheth CFO cum WTD 15-03-2010 1 Nil 1 Nil
Dinesh Babulal Patel Non- Executive Director 07-09-2019 2 Nil 3 Nil
Bajrangpra sad Naharmal Maheshwar i Non- Executive Independent Director 01-08-2019 1 Nil 1 3
Manan Dinesh Pancholi Non- Executive Independent Director 11-11-2020 1 Nil 3 Nil

EVALUATION OF BOARDITS COMMITEES AND INDIVIDUAL

DIRECTORS:

The evaluation of the Board its committee and Individual Directors wascarried out as per the process and criteria laid down by the Board of Directors. Theproforma format for facilitating the evaluation process of the Non-Independent Directorsand the Board as a whole and the Committee were sent to all the Non-Executive Directors(except Promoter Director). A presentation on functioning of the Board and the Committeescontaining the outcome of their evaluation and feedback was reviewed by the IndependentDirectors in their separate Meeting and by the Board. Based on the feedback the Boardexpressed satisfactory on overall functioning of the Board the Committee and performanceof the Directors.

REMUNERATION POLICY:

The Board has formulated criteria for determining qualifications positive attributes and independence of a Director and also a policy for remuneration ofdirectors key managerial personnel and senior management. The policy is available at thewebsite of company at www.advaitinfra.com.

DECLARATION OF INDEPENDENT DIRECTORS:

The Company has received necessary declaration from the IndependentDirectors confirming that they meet the criteria of independence as prescribed under theAct and SEBI (Listing Obligation and Disclosure Requirements) Regulations2015 (“theListing Regulation”) and they have registered their names in the IndependentDirector's Data Bank. The Independent Directors are in compliance with the code ofConduct prescribed under Schedule IV of the act and the code of Business Conduct adoptedby the Company.

Board Meetings

The Board/Committee meetings are pre-scheduled and proper notices ofBoard and Committee meetings is circulated to the Directors well in advance to enable themto plan their schedules and to ensure their meaningful participation in the meetings.

During the financial year under review 12 (Twelve) Board meetings wereheld. The gap between two Board meetings was in compliance with the provisions of the Actand the SEBI (LODR) Regulations 2015. Details of Directors as on 31stMarch2021 and their attendance at the Board Meetings and Annual General Meeting(“AGM”) during the financial year ended 31st March2021 are givenbelow:

Type of Meeting Name of Directors
Mr. Shalin Rahulku mar Sheth Mrs. Rejal Shalin Sheth Mr. Dinesh Babulal Patel Mr. Bajrangp rasad Naharmal Maheshw ari Mr. Manan Dinesh Pancholi Mrs. Rashmi Amitab h Shah
BM 28-04-2020 ? ? ? ? NA ?
BM 29-05-2020 ? ? ? ? NA ?
BM 04-06-2020 ? ? ? ? NA ?
BM 23-06-2020 ? ? ? ? NA ?
BM 29-06-2020 ? ? ? ? NA ?
BM 10-08-2020 ? ? ? ? NA ?
BM 09-09-2020 ? ? HT>? ? NA ?
BM 23-09-2020 ? ? ? ? NA ?
BM 24-09-2020 ? ? ? NA
BM 11-11-2020 ? ? ? NA NA
BM 15-02-2021 ? ? ? ? NA
BM 23-03-2021 ? ? ? NA
AGM 27-08-2020 ? ? ? ? NA ?

Audit Committee

The Audit Committee in terms of the provisions of Section 177 of theCompanies Act 2013 comprising of Mr. Bajrangprasad Maheshwari Mr. Manan Pancholi and Mr.Shalin Sheth.

Mr. Bajrangprasad Maheshwari Independent Director is the Chairman ofthe Audit Committee.

During the financial year ended on 31st March2021 4(Four)meeting of the Audit Committee were held on 28th April2020 10thAugust2020 11th November2020 and 15th February2021 which wereattended by all the members of the Committee.

Mr. Manan Pancholi was appointed as a member of committee on instead ofMrs. Rashmi Shah on 11th November2020

Nomination and Remuneration Committee

The Nomination and Remuneration Committee in terms of the provisions ofSection 178 of the Companies Act 2013 comprising of Mr. Bajrangprasad Maheshwari Mr.Manan Pancholi and Mr. Dinesh Patel.

Mr.Bajrangprasad Maheshwari Independent Director is the Chairman ofthe Nomination and Remuneration Committee

During the financial year ended on 31st March2021 onemeeting of the Nomination and Remuneration Committee was held on 11thNovember2020 which was attended by all the members of the Committee.

Mr. Manan Pancholi was appointed as a member of committee on instead ofMrs. Rashmi Shah on 11th November2020

Stakeholders Relationship Committee

The Stakeholders Relationship Committee in terms of the provisions ofSection 178 of the Companies Act 2013 comprising of Mr.Bajrangprasad Maheshwari Mrs.Rejal Sheth and Mr. Shalin Sheth.

Mr. Bajrangprasad Maheshwari Independent Director is the Chairman ofthe Stakeholders Relationship Committee.

During the financial year ended on 31st March2021 1(one)meeting of the Stakeholders Relationship Committee were held on 11thNovember2020 which were attended by all the members of the Committee.

Details of the complaint received/ solved/ pending during the year

Sr No. Nature of Complaint Complaints received Complaints solved Complaints pending
1 Non receipt of shares certificate after transfer etc. 0 0 0
2 Non receipt of Dividend Warrants 0 0 0
3 Query regarding Demat credit 0 0 0
4 Others Total 0 0 0 0 0 0

15. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act2013 the Directors confirm that:

I. In preparation of annual accounts for the year ended on 31stMarch2021 the applicable accounting standards have been followed along with properexplanation relating to material departures.

II. Appropriate accounting policies have been selected and applied andsuch judgement and estimates have been made that are reasonable and prudent so as to givetrue and fair view of the state of affairs of the company as on 31st March2021and of the profit of the company for the year ended that date.

III. Proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company for preventing and detecting fraud and other irregularities.

IV. The annual accounts have been prepared on “going concernbasis”.

V. Proper internal financial controls are laid down and are adequateand operating effectively.

VI. Proper system to ensure compliance with the provisions of allapplicable laws have been devised and such systems are adequate and operating effectively

16. PARTICULARS OF CONTRACT OR ARRAGEMENT WITH RELATED PARTIES

All transaction entered into with Related Parties (as defined under theCompanies Act 2013) during the financial year were in the ordinary course of business andon an arm's length pricing basis and in accordance with the provisions of theCompanies Act 2013. As provided under Section 134(3)(h) of the Act and Rules made thereunder disclosure of particular of material transaction with related parties entered intoby the Company is presented in the prescribed format annexed to this report as Annexure-D.

1) Name of the Related Parties and description of relationship

a. Enterprise in which key Management Personnel has significantinfluence.

1. TG Advait India Private Limited

b. Enterprise in which Relative of key Management Personnel hassignificant influence.

2. Hind Power Services Key Management Personnel:

A. Mr. Shalin Sheth: Managing Director B. Mr. Rejal Sheth: Rejal Sheth

Relative of Key Management Personnel:

A. Mr. Rahul Sheth: Father of Shalin Sheth B. Mrs. Rachna Sheth: Sisterof Rejal Sheth

2) Transactions with related parties during the year:

Nature of Transactions Key Management Personnel Enterprise in which Key Management Personnel has significant Influence Enterprise in which relative of Key Management Personnel has significant Influence
Remuneration 6300000 - -
P.Y. (6300000) - -
Rent paid 708000 - -
P.Y. 708000 - -
Interest paid - - -
P.Y. - - -

17. RISK MANAGEMENT:

The Company has framed a sound Risk Management Policy to identify andevaluate business risks and opportunities and the same has become integral part ofCompany's day to day operations. The risk management policy defines the riskmanagement approach of the company and includes periodic review of such risks and alsodocumentation mitigation controls and reporting mechanism of such risks.

18. PARTICULARS OF THE EMPLOYEES:

In terms of the provisions of Section 197 (12) of the Companies Act2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 disclosure pertaining to remuneration and other details areprovided in the Annexure- F to this Report.

19. MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report under requirements ofSEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 forms part ofthis Annual Report for the year ended on 31st March2021 and attached as anAnnexure-H.

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The company believes in corporate excellence and social welfare. Thiscorporate philosophy is the force behind integrating Corporate Social Responsibility (CSR)into corporate values culture operation and business decisions at all levels of theorganization. Being a responsible corporate citizen The Company has a value system ofgiving back to society and improving life of the people and the surrounding environment.

The Company's CSR initiatives are inspired by the opportunity tocontribute to a more secure and sustainable future. The company believes that thecorporate strategy which embraces social developments as an integral part of the businessactivities ensure long term sustainability of business enterprises. With this belief theCompany is committed to make substantial improvements in the social framework of thenearby community.

The CSR Initiative taken by company during the year under is annexedherewith as Annexure- E

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its futureoperations.

22. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate internal financial control for thebusiness processes in respect of all operations financial reporting compliance with lawsand regulations etc. The management information system forms an effective and sound toolfor monitoring and controlling all operating parameters. Regular internal audits ensurethat responsibilities are executed effectively. The Audit Committee reviews the adequacyof internal controls on regular basis.

23. STATUTORY AUDITOR

M/s V. Goswami & Co. (FRN 128769W) Chartered Accountant wereappointed as the Statutory auditor of the company for a period of 5 year at the AnnualGeneral Meeting (AGM) of the Company held on 27th August 2020 to hold officefrom the conclusion of the 10th AGM till conclusion of the Fifteen AGM to beheld in the financial year 2024-2025.

The Report given by the Auditor on the financial statements of theCompany is part of the Annual Report. There has been no qualification reservationadverse remark or disclaimer given by the Auditor in the Report.

24. SECRETARIAL AUDITOR

The Board has appointed M/s Rajesh Parekh & Co. CompanySecretaries to conduct Secretarial Audit for the Financial Year 2020-2021.based onSecretarial Audit There has been observation in the report and reply of the management isas under

Observation of Secretarial Auditor Management Reply
The Company has closed Trading Window for sale/ purchase and dealing in Company's Equity Shares for all designated persons and their immediate relatives on 23/10/2020 for quarter ended 30/09/2020 Company was listed on 28/09/2020 and it was the first time for company to comply with Trading Window provision and due to oversight there was delay in complying with the provision.
The Board has passed resolutions at its meeting held on 10/08/2020 for availing credit facilities and approval of annual financial statements and director's report for FY 2019-2020 under Section 179 of the Companies Act 2013 but company has not filed Form MGT-14 in respect thereof. Due to oversight there was a procedural delay in filing form MGT- 14 with Registrar of the Companies Gujarat and Company is in process of filing Form CG-1 for condonation of delay in filing the said form MGT-14. The Company has strengthened the compliance system to avoid such delays.

The Secretarial Audit Report for the Financial Year ended 31stMarch2021 is attached to this Report in Annexure-G.

25. COST AUDIT

Provisions of Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 are not applicable to the Company duringthe financial year under review.

26. SECRETARIAL STANDARDS

The company is in compliance with the Secretarial Standard on Meetingof the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute ofCompany Secretaries of India and approved by the Central Government.

27. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company has always believed in providing a safe and harassment freeworkplace for every individual through various inventions and practices. The companyalways endeavors to create and provide an environment that is free from discrimination andharassment including sexual harassment.

No complaints were received by the company during the year for sexualharassment.

28. CAUTIONARY STATEMENT

Statement in the Annual Report particularly those which relate toManagement Discussion and Analysis describing the Company's objectives projectionsestimates and expectations may constitute “forward looking statements “ withinthe meaning of applicable laws and regulations. Although the expectations are based onreasonable assumptions the actual results might differ.

29. INFORMATION ABOUT SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

As on 31st March2020 the Company has no subsidiaries. TheCompany has following Associate Company at the end of this financial year.

1. TG Advait India Private Limited

Statement in Form AOC-1 Pursuant to the first proviso to Section 129 ofthe Act read with rule 5 of the Companies (Accounts) Rules2014 shall be applicable inview of above explanation the silent features of the financial statement of associatecompany is set out in the prescribed format AOC-1 which forms part of the FinancialStatement section of this Annual Report and attached as Annexure-C

30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

Information pursuant to Section 134(3)(m) of the Companies Act 2013read with the Companies (Disclosures of Particulars in the Report of Board of Directors)Rules 2014 is given in the Annexure-A forming part of this report.

31. APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to express their appreciation for the cooperationand continued support received from the Company's Banker Suppliers PurchasersVendors Government Authorities and others. Your Directors' also take thisopportunity to place on record their appreciation for the dedicated services rendered bythe executives managers officers employees and workers for the dedication and sense ofcommitment shown by the employees at all levels and their contributions towards theperformance of the Company

For ADVAIT INFRATECH LIMITED For & on Behalf of the Board ofDirectors

Sd/- Sd/-
Place: - Ahmedabad SHALIN SHETH REJAL SHALIN SHETH
Date: - 25/08/2021 (DIN: 02911544) (DIN: 02911576)
Managing Director CFO and Whole time Director

.