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Advait Infratech Ltd.

BSE: 543230 Sector: Infrastructure
NSE: N.A. ISIN Code: INE0ALI01010
BSE 00:00 | 21 Jan 124.00 3.95
(3.29%)
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120.50

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124.00

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NSE 05:30 | 01 Jan Advait Infratech Ltd
OPEN 120.50
PREVIOUS CLOSE 120.05
VOLUME 4000
52-Week high 134.00
52-Week low 50.90
P/E 13.08
Mkt Cap.(Rs cr) 63
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 120.50
CLOSE 120.05
VOLUME 4000
52-Week high 134.00
52-Week low 50.90
P/E 13.08
Mkt Cap.(Rs cr) 63
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Advait Infratech Ltd. (ADVAITINFRATECH) - Director Report

Company director report

To The Members

Your Directors have pleasure in submitting their 10th Annual Report togetherwith the Audited Statement of Accounts of the Company for the year ended 31st March 2020.

1. FINANCIAL RESULTS:

During the year under review the Company has achieved Comprehensive income of 439.08lakhs. However your Directors look forward to improve the financial position of theCompany and are optimistic about the future growth and performance of the Company. Thesummarized financial results of the Company for the period ended 31st March 2020 are asfollows:

(In Lakh)

Particulars Standalone Consolidated
2019-20 2018-19 2019-20 2018-19
Revenue from Operation 4030.47 2807.71 4451.93 2804.12
Other Income 124.70 44.48 129.34 48.29
Total Income 4155.17 2852.19 4581.26 2852.41
Less- Exp. for Cost of Material Change in Inventories Employee benefit and other expenses 3502.33 2393.96 4023.83 2417.11
Profit /(Loss) before Interest 652.84 458.23 557.43 435.3
Depreciation & Taxation (EBDITA)
Less: Finance Cost 55.42 10.92 130.42 2.94
Less: Depreciation 32.17 25.16 208.75 37.93
Add: Extraordinary items 37.43 0.00 37.43 0.00
Profit /(Loss) Before Prior Period and Tax (PBT) 602.68 422.15 255.70 394.44
Less Prior Period Item 0.00 32.71 0.00 32.71
Less: Provision for Taxation 0.00 0.00 0.00 0.00
Current Tax 165.50 116.81 165.50 116.81
Deferred Tax -1.90 -11.99 36.17 34.68
Profit (Loss) after Tax (PAT) 439.08 284.62 54.03 210.24
Profit available for appropriation 439.08 284.62 54.03 210.24
Profit carried to Balance Sheet 439.08 284.62 54.03 210.24

2. CONSOLIDATED FINANCIAL STATEMENT:

The Consolidated Financial Statements for the financial year 2019-20 of the Company areprepared in accordance with relevant Indian Accounting Standards issued by the Instituteof Chartered Accountants of India and form part of this Annual Report.

3. PERFORMANCE REVIEW:

The total revenue of the Company for the financial year 2019-20 stood at Rs. 4155.17Lakh as against last year's Rs. 2852.19 Lakh there is a growth of 46%. Net Profit forthe year stood at Rs. 439.08 Lakh as against 284.62 Lakh Profit of the previous year.

4. DIVIDEND:

Your directors are pleased to recommend a dividend of Rs 1.5 per equity share of Rs10.00/- each for the year ended 31st March2020. Based on the outstandingpaid-up share capital as at the year end the total dividend payout will amount to Rs.56.25 Lakhs. This payment is subject to your approval at the ensuing Annual GeneralMeeting of the Company.

5. SHARE CAPITAL:

During the year under review Your Company has not made any alteration in the sharecapital

6. BUSINESS OUTLOOK:

The Company intends to expand its business to meet the technical requirements of EPCcompanies and turnkey project to meet the intended requirement there is a need forworking capital fund.

Your company is making necessary arrangement for raising of funds through fresh issueof equity shares to the public to meet the working capital expenditure for expandingbusiness and other general corporate purposes.

The Company is having increased order book confident to grow at a steady phasecompared to earlier years and management intends to increase efficiency to meet theorders.

7. CHANGE IN NATURE OF BUSINESS IF ANY:

During the year under there is no change in nature of business of the company. Theaffairs of the company are conducted in accordance with the accepted business practicesand are within the purview of applicable legislations.

8. MATERIAL CHANGES:

During the year

• Pursuant to the Special Resolution passed at Extra-ordinary General Meeting(EGM) held on 21st October2019 your company has converted its status ofPrivate limited to Public limited w.e.f 29th November2019.

• Pursuant to the Special Resolution passed at Extra-ordinary General Meeting(EGM) held on 10th December2019 your company has approved Initial publicoffer comprising a fresh issue upto 13.50 Lakhs Equity shares.

9. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONEEL:

During the year under review following changes took place in the Board of Directorsand key Managerial Personnel:

• Mr. Shalin Sheth was appointed as a Managing Director in board meeting held on20th June2019 for period of 5 years. His appointment has ratified byshareholders at EGM held on 29th July2019.

• Mrs. Rejal Sheth was appointed as a CFO cum Whole Time Director in board meetingheld on 20th June2019 for period of 5 years. Her appointment has ratified byshareholders at EGM held on 29th July2019.

• Mr Dinesh Patel was appointed as a Non Executive Director in board meeting heldon 30th August2019. His appointment has ratified by shareholder at AGM held on6th September2019.

• Mrs. Rashmi shah was appointed as a Independent Non Executive director in boardmeeting held on 30th August2019 for period of 5 years. Her appointment hasratified by shareholders at AGM held on 6th September2019.

10. DEMATERIALIZATION OF SHARES:

100% of company's paid up Equity Share Capital is in dematerialized form as on 31stMarch2020. The Company's Registrars are KFin Technologies Private Limited having theiroffice at Selenium Tower-B Plot No. 31 & 32 Gachibowli Financial DistrictNanakramguda Serilingampally Hyderabad-500 032.

11. PARTICULARS OF THE EMPLOYEES:

There is no employee drawing remuneration prescribed under the provision of section 197(12) of the Companies Act 2013 read with Rule 5 (1) (2) & (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

12. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (3) (C) and 134 (5) of the CompaniesAct2013 with respect to Director's Responsibility Statement it is hereby confirmedthat:

1. In the preparation of the accounts for the financial year under report theapplicable accounting standard have been followed along with proper explanation relatingto material departures.

2. The Director have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the financial year underreport and of the profit of the Company for the year under review.

3. The Director have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.

4. The Director have prepared the annual accounts of the company on a going concernbasis.

5. The Director have devised proper system to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

13. DEPOSITS:

During the year under review the Company has not accepted any deposits under theprovisions of Companies Act 2013 read with rules made thereunder and as such no amount onaccount of Principal or interest on deposits was outstanding as on the date of the Balancesheet.

14. AUDITORS:

The Director recommended the appointment of M/s V Goswami & Co.(FRN: 128769W)Chartered Accountant as the Statutory Auditors of the company who hold office fromconclusion of this Annual General Meeting of the Company till the Conclusion of the 15thAnnual General Meeting (Upto Conclusion of AGM for Financial Year 2024-25) at aRemuneration plus out-of-pocket travelling and living expenses etc. as may be mutuallyagreed between the Board of Directors of the Company and the Auditors. They haveconfirmed their eligibility to the effect that their appointment if made would be withinthe prescribed limits under the Act and they are not disqualified for appointment.

15. AUDITORS' REMARKS:

There are no qualification reservations or adverse remarks made by M/s V Goswami &Co. Chartered Accountants the Statutory Auditors of the Company in their report. TheObservations made by the Statutory Auditors in their report for the financial period ended31st March 2020 read with the explanatory notes therein are self explanatoryand therefore do not call for any further explanation or comments from the Board undersection 134(3) of the Companies Act2013.

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE

UNDER SECTION 186 OF THE COMPANIES ACT2013 :

There were no loans guarantees or investment made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

17. COMMITTEES:

a) Audit Committee

The Audit Committee was constituted pursuant to the Board meeting held on 5thDecember2019. The scope and function of Audit Committee is in accordance with Section 177of the Companies Act 2013. The members of the Audit Committee are:

Mr. Mr Bajrangprasad Maheshwari Chairman
Mrs. Rashmi Shah Member
Mr. Shalin Sheth Member

None of the recommendation made by the Audit Committee were rejected by the Board.During the year under review the Audit Committee met on 20.02.2020.

b) Nomination and Remuneration Committee

The Nomination and Remuneration Committee was constituted pursuant to the Board meetingheld on 5th December2019. The scope and function of Nomination and Remuneration Committeeis in accordance with Section 178 of the Companies Act 2013. The members of theNomination and Remuneration Committee are:

Mr. Bajrangprasad Maheshwari Chairman
Mrs. Rashmi Shah Member
Mr. Dinesh Patel Member

None of the recommendation made by Nomination and Remuneration Committee were rejectedby the Board. During the year under review the Nomination and Remuneration Committee meton 20.02.2020.

c) Stakeholder Relationship Committee

The Stakeholder Relationship Committee was constituted pursuant to the Board meetingheld on 5th December2019. The scope and function of Stakeholder RelationshipCommittee is in accordance with Section 178 of the Companies Act2013 The members of theStakeholder Relationship Committee are

Mr. Bajrangprasad Maheshwari Chairman
Mrs. Rejal Sheth Member
Mr. Shalin Sheth Member

During the year under review the Stakeholder Relationship Committee met on 20.02.2020

d) Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted pursuant to the Boardmeeting held on 5th December2019. The scope and function of Corporate SocialResponsibility Committee is in accordance with Section 135 of the Companies Act 2013. Themembers of the Audit Committee are:

Mr. Shalin Sheth Chairman
Mrs. Rashmi Shah Member
Mr. Bajrangprasad Maheshwari Member

During the year under review the Corporate Social Responsibility Committee was notmet.

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The company believes in corporate excellence and social welfare. This corporatephilosophy is the force behind integrating Corporate Social Responsibility (CSR) intocorporate 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 to contribute to a moresecure and sustainable future. The company believes that the corporate strategy whichembraces social developments as an integral part of the business activities ensure longterm sustainability of business enterprises. With this belief the Company is committed tomake substantial improvements in the social framework of the nearby community.

In line with the provisions of the Companies Act 2013 and Rules made thereunder aCorporate Social Responsibility Committee has been formed by the Board of Directors. TheComposition of the CSR Committee is as under:

Name of Director Amount
Mr. Shalin Sheth Chairman
Mrs.Rashmi Shah Member
Mr.Bajrangprasad Maheshwari Member

Details calculation of the Average Net Profit as under and prescribed CSR Expenditure.

Particulars Amount
Total Amount of CSR pertain to FY 18-19 1122014
Details of CSR Spent during the year 19-20 pertaining to FY 18-19 150000
Amount unspent FY 19-20 972014

For the financial year ending on 31st March 2020 the Company is not fallingunder purview of Section 135 as net profit for the immediately preceding financial yeari.e 2018-19 is below five crore (i.e Net profit of 2018-19 is 2.85 crore).

The company has adopted CSR Policy which is available on company's website-www.advaitinfra.com

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTY:

During the year under review the company entered into related party transaction allof which were in the ordinary course of business and on arm length basis and in accordancewith provisions of the Companies Act 2013. As provided under Section 134(3)(h) of the Actand Rules made there under disclosure of particulars of material transaction with relatedparties entered into by the Company is presented in the prescribed format annexed to thisreport as Annexure-C.

Name of the Related Parties and description of relationship a. Enterprise in whichkey Management Personnel has significant influence.

1. TG Advait India Private Limited

b. Enterprise in which Relative of key Management Personnel has significant influence.

1. 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: Sister of 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. - - -
Interest paid - - -
P.Y. - - -

20. NUMBER OF MEETINGS OF THE BOARD:

During the year Thirteen Board Meetings were convened and held. The intervening gapbetween the Meetings was within the period prescribed under the Companies Act 2013.

Board Meeting

Sr. No. Date on which board Meeting were held Total Strength of the Board No of Directors Present
1 29-04-19 2 100
2 04-05-19 2 100
3 24-05-19 2 100
4 20-06-19 2 100
5 28-06-19 3 100
6 29-06-19 3 100
7 05-08-19 3 100
8 30-08-19 3 100
9 14-10-19 5 100
10 05-12-19 5 100
11 10-12-19 5 100
12 09-02-20 5 100
13 20-02-20 5 100

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

As on 31st March2020 the Company has no subsidiary Company. The Companyhad Associate Company at the end of this Financial year. Statement in Form AOC-1 Pursuantto the first proviso to Section 129 of the Act read with rule 5 of the Companies(Accounts) Rules2014 shall be applicable in view of above explanation the silentfeatures of the financial statement of associate company is set out in the prescribedformat AOC-1 which forms part of the Financial Statement section of this Annual Report andattached as Annexure-D

21. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

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

22. EXTRACT OF ANNUAL RETURN:

The information required under Section 134 of the Companies Act 2013 read with Rule 12of the Companies (Management and Administration) Rules 2014 the extracts of AnnualReturn of the Company in prescribed format MGT-9 is annexed herewith marked as Annexure-Bto this Report.

24. INTERNAL POLICIES OF THE COMPANY

The company is planning to raise funds through fresh issue of equity shares to publicto meet the working capital expenditure for expanding business and other general corporatepurposes and thereby planning to list its shares on recognized stock exchange.

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. In accordance with the provisions of theCompanies Act 2013 as well as SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 (SEBI LODR Regulation2015) mandated to formulate and implementcertain policies for all listed companies. During the year company has adopted variouspolicies which are available on the website of the company summary of the same is asfollows:

Sr Name of Policy Brief Description Web link
No
1 Code of Conduct As required under Regulation 17 (5) (a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 www.advaitinfra.com
2 CSR POLICY As required under Section 135 of Companies Act2013 www.advaitinfra.com
3 Dividend Distribution Policy As required under Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 www.advaitinfra.com
4 Policy for Determining Material Subsidiary As required under Regulation 16 (1) (c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 www.advaitinfra.com
5 Policy on Familiarization of Independent Director As required under Regulation 25 (7) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 www.advaitinfra.com
6 Policy on Materiality and Identification of Group Company This policy describe the litigation pertain to company and its directors/ promoters/ subsidiaries based on the policy defined by company www.advaitinfra.com
7 Preservation of Documents Policy As required under Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 www.advaitinfra.com
8 Prevention of Sexual Harassment policy This policy describes about what measures the Company takes to protect its Women employees www.advaitinfra.com
9 Related Party Transaction Policy This policy provides for mechanism on how the Company shall undertake Related party Transactions. And required under Regulation 23 of SEBI (Listing Obligation and Disclosure Requirement) Regulation2015 www.advaitinfra.com
10 Remuneration Policy As required under Section 178 of the Companies Act 2013 and Companies (Meetings of Board and its Powers) Rules 2014 www.advaitinfra.com
11 Risk Management Policy This Policy describes how the Company shall face and treat the Risk and required under Regulation 17 (9) (a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 www.advaitinfra.com
12 Terms and Condition for Appointment of ID required by SCHEDULE IV Section 149 of Companies Act 2013 and SEBI(LODR) Regulation2015 www.advaitinfra.com
13 Vigil Mechanism As required under Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 www.advaitinfra.com
14 Code for Fair Disclosure Prevention of Insider Trading As required under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulation2015 www.advaltlnfra.com
15 Code of Conduct for UPS As required under Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 www.advaltlnfra.com .

23. POLICY ON PREVENTION OF SEXUAL HARASSMENT

The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal Act2013). An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees of the Company are coveredunder this policy. During the year 2019-20 no complaints were received by the Companyrelated to sexual harassment.

APPRECIATION AND ACKNOWLEDGEMENTS

Your Directors wish to express their appreciation for the cooperation and continuedsupport received from the Company's Banker Suppliers Purchasers Vendors GovernmentAuthorities and others. Your Directors' also take this opportunity to place on recordtheir appreciation for the dedicated services rendered by the executives managersofficers employees and workers for the dedication and sense of commitment shown by theemployees at all levels and their contributions towards the performance of the Company.

For ADVAIT INFRATECH LIMITED
For &. on Behalf of the Board of Directors
Place: - Ahmedabad
Date: - 10/08/2020 (DIN: 02911544) (DIN: 02911576)
Managing Director CFO cum Whole time Director
DIPESH PANCHAL
Company Secretary
Mem. No. A34443

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