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Advance Multitech Ltd.

BSE: 526331 Sector: Others
NSE: N.A. ISIN Code: INE875S01019
BSE 05:30 | 01 Jan Advance Multitech Ltd
NSE 05:30 | 01 Jan Advance Multitech Ltd

Advance Multitech Ltd. (ADVANCEMULTI) - Director Report

Company director report

To The Members

Your Directors are pleased to present 42nd Annual Report and the company'saudited financial statement for the financial year ended March 31 2021.

Brief description of the Company's working during the year/State of Company's affairs:

Figure for the current year was not quite satisfactory. The consolidated revenue forthe year is decreased by 44.76% to Rs. 98425653 as compared to Rs. 178191595 duringthe last year. The net profit after tax declined by 94.92%. The net profit after taxdeclined from Rs. 15.37 lacs to Rs. 0.78 lacs.

Transfer to Reserves:

The opening balance of Reserves and Surplus is Rs. 488.32 lacs. The entire net profitof Rs. 0.78 lacs is transferred to Profit and loss. The Closing Balance of Reserves andSurplus is Rs. 489.10 lacs.

FINANCIAL RESULTS:

The company's financial performance for the year ended March 31 2021 is summarizedbelow:

( Rs. In Lacs )

The Break-up of Profit is given as follows 31st March 2021 31st March 2020
Total Revenue 984.26 1781.92
Profit before Depreciation and Taxation 109.64 130.29
Finance Cost 42.67 47.64
Depreciation 65.93 65.75
Total Expenditure 983.22 1765.02
Net Profit Before Taxation 1.04 16.90
Current Tax 2.30 2.00
Deferred Tax -2.04 -0.47
Net Profit After Taxation 0.78 15.37

DIVIDEND

In order to conserve the resources your Directors do not recommend any dividend onequity shares of the Company.

CHANGE IN NATURE OF BUSINESS:

There is no change in the nature of business of the Company during the year.

SHARE CAPITAL:

During the year under review there was no change in the Company's issued subscribedand paid-up equity share capital. on 31st March 2021 it stood at Rs.40285710/- divided into 4076781 equity Shares of Rs. 10/- each less Allotment ofArrears of Rs. 482100/-. The Company has neither issued shares with differential rightsas to dividend voting or otherwise nor issued shares (including sweat equity shares) tothe employees or Directors of the Company under any Scheme. No disclosure is requiredunder Section 67(3)(c) of Companies Act 2013 in respect of voting rights not exerciseddirectly by the employees of the Company as the provisions of the said Section are notapplicable.

FUTURE PROSPECTUS:

Due to buoyancy in the economy and favorable economic condition the performance of thecompany will further improve in the years ahead.

IMPACT OF COVID-19 PANDEMIC:

During the current year under review COVID-19 pandemic developed rapidly in the formof second wave which turned into a nation crisis once again forcing governments toenforce partial lockdowns across the Country. Due to the spread of COVID-19 and inaccordance with the various initiatives and directions of both Central and StateGovernment(s) from time to time the Company gradually started its business operationswith minimum workforce combined with work from home policy.

The Company is closely monitoring the situation arising out of COVID-19 and resultantrestrictions imposed by the regulatory authorities. At this point of time it is notpossible either to foresee the duration for which this pandemic will last nor predict itscourse. Hence the Company is not in a position to assess with certainty the future impacton operations.

However due to rapid vaccination drive taking place all across the Country theCompany's approach is optimistic for the future.

MATERIAL CHANGES AND COMMITMENTS:

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of this report.

There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

SUBSIDIARIES/ JOINT VENTURE/ ASSOCIATE COMPANIES:

Company has no subsidiary/joint ventures/associate companies. As there are nosubsidiaries associates and joint ventures companies no consolidated financialstatements required to be given.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors Statement and confirm that:

i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures from the same; ii) the directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of financial year and of the profit and loss of thecompany for the year ended on that date. iii) the directors had taken proper andsufficient care of the maintenance of adequate accounting records in accordance with theprovisions of this Act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; iv) the directors had prepared the annualaccounts 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 are operatingeffectively.

vi) the directors had devised proper systems to ensures compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

RELATED PARTIES TRANSACTIONS

There is no significant or material contract or arrangement entered into by the Companywith related parties referred to in sub-section (1) of Section 188 of the Companies Act2013. Your Directors draw attention of the members to Note 35 to the financial statementwhich sets out related party disclosures.

COST AUDIT AND COST RECORDS:

The Provision of Cost audit and cost records is not applicable to the Company.

CORPORATE GOVERNANCE:

Corporate Governance provisions as stipulated in Chapter IV of Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulationsis notapplicable to the Company and hence nothing to report thereon.

CORPORATE SOCIAL RESPONSIBILITIES:

As the Company's net worth turnover or net profits are below the limit prescribedunder section 135 of the Companies Act 2013 and hence CSR is not applicable to yourCompany.

RISK MANAGEMENT:

Your company has Risk Management Framework as approved by the Board of Directors whichprovides mechanism to identify evaluate business risk and opportunities. The riskassociated with the business of the Company its root causes are reviewed and steps aretaken to mitigate the same. The Audit Committee and Board of Directors also reviews thekey risk associated with the business of the Company the procedure adopted to assess therisk efficacy and mitigation measures.

INSIDER TRADING POLICY:

The Policy provides the framework in dealing with securities of the Company. The Policywas revised and adopted effective April 01 2019. The Insider trading policy was amendedin line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018. The Keychanges include inter alia change in definition of Designated Persons Maintenance ofdigital database internal controls and policy and procedure for inquiry in case of leakof UPSI.

INTERNAL FINANCIAL CONTROL:

The Company has a good system of internal controls in all spheres of its activity. Theinternal control system is supplemented by effective internal audit being carried out byan external firm of Chartered Accountants. The Audit committee regularly reviews thefindings of the internal auditors and effective steps to implement the suggestion /observation of the Auditors are taken and monitored regularly. In the opinion of theBoard an effective internal control system adequate to the size of the Company exists.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Himanshubhai Surendrabhai Shukla and Mrs. Aanchal Goenka retire by rotationat the ensuing Annual General Meeting and being eligible have offered themselves forre-appointment.

During the year no changes took place amongst directors and key managerial personnel

*Mr. Shailesh Sing Rajput was ceased to be a Director w.e.f. 30.06.2021. i.e. after theF.Y. 2020-2021.

* Mr. Himanshubhai Surendrabhai Shukla was appointed as a Director w.e.f. 30.06.2021i.e. after the F.Y. 2020-2021.

COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES:

Composition of Board

The Board of Directors has an optimum combination of Executive and Non-ExecutiveDirectors and Independent directors in accordance with the provisions of the Act. Thecomposition of the Board of Directors of the company as on 31st March 2021 isas under:

Sl. No. Name Designation Executive/ Non Executive
1. Mr. Arvind Goenka Chairman & Managing Director Executive
2. Mr. Pulkit Goenka Non Independent Non Executive
3. Mr. Shaileshsingh Rajput* Non Independent Non Executive
4. Ms. Aanchal Goenka Non Independent Non Executive
5. Mr. Chetan Popatlal Patel Independent Director Non Executive
6. Mr. Nirish Parikh Independent Director Non Executive
7. Mr. Vivek Pareek Independent Director Non Executive

*Mr. Shailesh Sing Rajput was ceased to be a Director w.e.f. 30.06.2021. i.e. after theF.Y. 2020-2021.

* Mr. Himanshubhai Surendrabhai Shukla was appointed as a Director w.e.f. 30.06.2021i.e. after the F.Y. 2020-2021.

11 Board meetings were held during the year in accordance with the provisions of theAct where due quorum were present in each meeting. The Agenda of the board meeting andnotes of the agenda are circulated to the directors well in advance. The members of theboard discussed each and every item of the agendas freely in detail. Dates of BoardMeeting and No. of directors attending meeting are:

Sr. No. Date of meeting No. of directors present
1 03/04/2020 7
2 09/06/2020 7
3 26/06/2020 7
4 29/06/2020 7
5 06/07/2020 7
6 15/07/2020 7
7 31/08/2020 7
8 03/09/2020 7
9 20/10/2020 7
10 10/11/2020 7
11 12/02/2021 7

AUDIT COMMITTEE:

The company has an Audit Committee. The Composition of Committee is as under:

Sl. No. Name of Members Member/Chairman No. of Meeting entitled Number of meeting Attended
01 Mr. Nirish Parikh Chairman 4 4
02 Mr. Chetan Popatlal Patel Member 4 4
03 Mr. Shaileshsingh Rajput* Member 4 4

*Mr. Shaileshsingh Rajput has ceased as member of Audit Committee w.e.f. 30 June 2021.

* Mr. Himanshubhai Surendrabhai Shukla was appointed as member of Audit Committeew.e.f. 30th June 2021.

The composition of committee inter alia meets with the requirement of Section 177 ofthe Companies Act 2013. During the year under review the audit committee met on29/06/2020 15/07/2020 31/08/2020 10/11/2021 and 12/02/2021.

 

FUNCTIONS AND POWERS OF AUDIT COMMITTEE:

The Committee shall have discussions with the auditors periodically about internalcontrol systems the scope of audit including observation of the auditors and review offinancial statement before their submission to the Board and discuss any related issuewith internal and statutory auditors and the management of the company.

In discharging the function of the Audit Committee the committee shall have theauthority to investigate into any matter in relating to any terms specified in Section 177or referred to it by the Board and duties authority and powers referred to SEBI (ListingObligations and Disclosure Requirements ) Regulations 2015.

RESPONSIBILITY OF THE COMMITTEE:

The Committee may assign any matter of importance nature relating to the accountsfinance taxation inspection and investigation from time to tome and may requiresubmitting a report to the Board on such matters within the stipulated time.

The committee on any matter relating to financial management including audit reportshall submit a report to the Board from time to time.

The Board has accepted all the recommendation made by the Audit Committee.

NOMINATION AND REMUNERATION COMMITTEE:

The Company has Nomination and Remuneration Committee: The Composition of Committee isin accordance with the Companies Act 2013. Members of the Committee are as under:

Sl. No. Name of Members Member/Chairman No. of Meeting entitled Number of meeting Attended
01 Mr. Nirish Parikh Chairman 3 3
02 Mr. Chetan Popatlal Patel Member 3 3
03 Mr. Shaileshsingh Rajput* Member 3 3

*Mr. Shaileshsingh Rajput has ceased as member Nomination and Remuneration Committeew.e.f. 30th June 2021.

* Mr. Himanshubhai Surendrabhai Shukla was appointed as member of Nomination andRemuneration Committee w.e.f. 30th June 2021 in place of Shailesh singhRajput.

During the year 3 meetings of the Nomination and Remuneration Committee were heldduring the Financial year 2020-21 on following dates: 03.04.2020 31.08.2020 and12.02.2021

The Committee shall have at least the following basic responsibilities:

To identify persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down recommend to the Board theirappointment and removal and shall carry out evaluation of every director's performance. Toformulate and review criteria that must be followed for determining qualification fordetermining qualifications positive attributes and independence of director. To recommendthe Board a policy relating to the remuneration for the directors key managerialpersonnel and other employees and to ensure compliance with the remuneration policy setforth by the Company. To propose to the Board the members that must form part of theCommittee. To report on the systems and on the amount of the annual remuneration ofdirectors and senior management.

STAKEHOLDERS RELATIONSHIP COMMITTEE:

The Committee has Investor Grievance Committee as Stakeholders Relationship Committee.The composition of the Committee is in accordance with the Companies Act 2013. TheComposition of the Committee is as under:

Sl. No. Name of Members Member/Chairman No. of Meeting entitled Number of meeting Attended
01 Mr. Shaileshsingh Rajput* Chairman 2 2
02 Mr. Nirish Parikh Member 2 2
03 Mr. Vivek Ramesh Pareek Member 2 2

*Mr. Shaileshsingh Rajput has ceased as member Stakeholders Relationship Committeew.e.f. 30th June 2021.

* Mr. Himanshubhai Surendrabhai Shukla was appointed as member of StakeholdersRelationship Committee w.e.f. 30th June 2021 in place of Shailesh singh Rajput

During the Financial year 2 (Two) meeting of the Stakeholder Relationship Committeewere held i.e. on 31st August 2020 & 12th February 2021.Requisite quorum was present during the meetings.

Basic Responsibilities of the Committee:

Considering and resolving the grievance of shareholders of the Company with respect totransfer of shares non receipt of annual report etc. Ensuring expeditious share transferprocess in line with the proceedings of the Share Transfer Committee. Evaluatingperformance and service standards of the Registrar & Share Transfer Agent of theCompany. Providing guidance and making recommendation to improve service levels forinvestors.

Details of the Meeting and its attendance are given as under:

Board Meeting Audit Committee Nomination & Remuneration Committee Stakeholders Relationship Committee
No. of Meetings held 11 5 3 2
Attendance
Mr. Nirish J. Parikh 11 5 3 2
Mr. Shaileshsingh Rajput* 11 5 3 2
Mr. Pulkit Goenka 11 - - -
Mr. Arvind Goenka 11 - - -
Ms. Aanchal Goenka 11 - - -
Mr. Vivek Pareek 11 - - 2
Mr. Chetan Popatlal Patel 11 5 3 -

*Mr. Shailesh Sing Rajput was ceased to be a Director w.e.f. 30.06.2021. i.e. after theF.Y. 2020-2021.

* Mr. Himanshubhai Surendrabhai Shukla was appointed as a Director w.e.f. 30.06.2021i.e. after the F.Y. 2020-2021.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andStakeholders Relationship Committee.

Various aspects of the Board's functioning were evaluated such as adequacy of thecomposition of the Board and its Committees Board culture execution and performance ofspecific duties obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors. TheDirectors expressed their satisfaction with the evaluation process.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of the Companies Act 2013 and under the Listing Agreementwith the Stock Exchanges.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT 2013:

The Company has received the disclosure in Form DIR - 8 from its Directors beingappointed or reappointed and has noted that none of the Directors are disqualified underSection 164(2) of the Companies Act 2013 read with Rule 14(1) of Companies (Appointmentand Qualification of Directors) Rules 2014.

REMUNERATION TO DIRECTORS:

The remuneration paid to Directors Non-Executive Directors and Independent Directorsare disclosed in the Extract to the Annual Return i.e. MGT 9 as available on the websiteof the company at www.advancemulti.com.

VIGIL MECHANISM

Company has vigil mechanism in force to deal with instances of fraud and mismanagementif any. The mechanism ensures that strict confidentiality is maintained whilst dealingwith the concern and also that no discrimination will be meted to any person for agenuinely raised concern. The Chairman of the Audit Committee may also be contacted byemployees to report any suspected or concerned incident of fraud / misconduct.

The detail of the Policy has been posted on the website of the Company.

EMPLOYEE STOCK OPTION ETC:

During the year there are no issue of equity shares with differential rights no issueof sweat equity shares no issue of employee stock options and no provision of money bycompany for purchase of its own shares by employees or by trustees for the benefit of theemployees the details required to be given under various rules issued under the CompaniesAct 2013 is NIL.

SECRETARIAL AUDITOR:

The Board has appointed Sourabh Patawari Practicing Company Secretary to conductSecretarial Audit for the financial year 2020-2021. The secretarial Audit Report for thefinancial year March 31 2021 is annexed herewith as Annexure A to the Report. Withrespect to the observation of the Secretarial Auditor the Board replies hereunder:-

1. Towards SEBI Circular on 100% of promoter's holding in demat form the Company has86.40% of promoter's holding in demat form.

Reply: Your directors submit that some of the promoters are in active promoter and oneor two are death case. The Company has already taken step and been able to get 86.40%promoters holding in demat form. The process is on for getting rest of promoter shares indemat form and it will be completed very shortly.

2. The Company has NOT paid listing fees for the year 2020 2021.

Reply:

Due to suspension of securities the Company has not paid the listing fees. The Companyis under Process for revocation of suspension of securities and the same will be paid.

AUDITORS AND AUDITORS REPORT:

At the Annual General Meeting of the Company for the year ended on 31stMarch 2018 M/s. Suresh R. Shah & Associates Chartered Accountants (Firm RegistrationNo.110691W) were appointed as Statutory Auditors of the Company for a period of fouryears. In terms of MCA notification ratification is not required at each annual generalmeeting.

There is no qualification or adverse remarks made by the auditors in their report.

No fraud has been reported by the auditors in their report.

INTERNAL AUDITORS:

The Board of Directors has appointed Tibrewal Bhagat & Associates CharteredAccountants (M.No.: 125173) as Internal Auditors of the Company. The Audit Committee ofthe Board of Directors in consultation with the Internal Auditors formulate the scopefunctioning periodicity and methodology for conducting the internal audit.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.

The Company always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment. The Company has in place arobust policy on prevention of sexual harassment at workplace. The policy aims atprevention of harassment of employees as well as contractors and lays down the guidelinesfor identification reporting and prevention of sexual harassment.

During the Financial Year 2020-2021 the Company has not received any complaint ofsexual harassment.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015with the Stock Exchange the Management Discussion and Analysis report form part of theAnnual Report and is annexed herewith as Annexure D.

REMUNERATION POLICY

The company's policy relating to appointment of directors payment of managerialremuneration directors' qualifications positive attributes independence of directorsand other related matters as provided under Section 178(3) of the Companies Act 2013 isfurnished in Annexure E and is attached to this report.

LOANS GUARANTEE INVESTMENTS AND SECURITY

Particulars of investment made loans given etc are given in the financial statement(Please refer to Note 4 and 5 to financial statement). The Company has not provided anyguarantee for the loans availed by others. The Company has not provided any security forthe loans availed by others.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGOARE AS FOLLOWS:

Our industry is not heavy consumer of energy further during the year under review thecompany made efforts to conserve energy through reduction consumption the company willcontinue to endeavor of conserve energy and use it more efficiently. Particulars of Energyconservation and its use is given below:

Particulars 2020-2021 2019-2020
Electricity Purchase 1185463 1985808
Total Amount (Rs.) 10584081.70 16928580
Rate per unit (Rs.) 8.93 8.52

Company is having it's own research & development facilities. The process ofdevelopment is a continuous process resulting in development of new & importsubstitute products. Company is taking all appropriate measures to absolve the technologyin its area of operation.

Particulars of Foreign exchange earnings and outgo is provided in the notes to theaccounts. Members are requested to refer the same.

EXTRACT OF ANNUAL RETURN:

Pursuant to provision of Section 92 (3) of provision of the Companies Act 2013 and ofRule 12 of Companies (Management and Administration) Rules 2014 the extract of the annualreturn in form MGT-9 for the Financial Year ended on 31st March 2021 isavailable on the website of the company at www.advancemulti.com.

PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES:

The Company has no employee drawing the remuneration of One Crore and two Lakh rupeesor more or if employed for the part of the financial year was in receipt of remunerationof Eight lakh fifty thousand Rupees or more per month.

However the information required pursuant to Section 197 read with Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofemployees of the Company is provided in Annexure C to the report.

DEPOSITS:

Your Company has not accepted any deposits which fall under Chapter V and Section 73 toSection 76 of the Companies Act 2013.

GENERAL SHAREHOLDER INFORMATION
42nd Annual General Meeting
Venue 36 Kothari Market Kankaria Road
Ahmedabad 380 022.
Date September 30 2021
Time 04:00 P.M.
Book Closure From 24/09/2021 to 30/09/2021 (both days inclusive)

LISTING OF SHARES:

Your Company is currently listed with BSE Ltd. The company is in process of payinglisting fees for the year 2020-2021.

ISIN of the Company: INE875S01019.

REGISTRAR AND SHARE TRANSFER AGENTS: (R & T) & SHARE TRANSFER SYSTEM

The company has appointed M/s. Bigshare Services Private Limited 1st FloorBharat Tin Works Building Opp. Vasant Oasis Makwana Road Marol Andheri East Mumbai:-400059.as Registrar and Transfer Agents for electronics shares. The average time taken intransfer of shares is 15 days provided documents are correct and valid in all respect. Thedepositories directly transfer the dematerialized shares to the beneficiaries.

ACKNOWLEDGMENT:

Your Directors wish to place on record their deep sense of gratitude to Banks for theircontinued support and cooperation. Our sincere thanks are also due to our esteemedcustomers suppliers and finally to employees of the Company for their untiring effortsand commitment to their duties.

By Order of the Board of Directors

For Advance Multitech Ltd

Arvind Goenka

Chairman

DIN 00093200

Registered Office :

36 Kothari Market

Ahmedabad 380 022

Place: Ahmedabad

Date: 13/08/2021

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