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Advance Powerinfra Tech Ltd.

BSE: 531047 Sector: Engineering
NSE: N.A. ISIN Code: INE009D01017
BSE 00:00 | 21 May Advance Powerinfra Tech Ltd
NSE 05:30 | 01 Jan Advance Powerinfra Tech Ltd
OPEN 1.32
PREVIOUS CLOSE 1.32
VOLUME 3800
52-Week high 1.32
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 2
Buy Price 1.32
Buy Qty 3341.00
Sell Price 1.38
Sell Qty 659.00
OPEN 1.32
CLOSE 1.32
VOLUME 3800
52-Week high 1.32
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 2
Buy Price 1.32
Buy Qty 3341.00
Sell Price 1.38
Sell Qty 659.00

Advance Powerinfra Tech Ltd. (ADVANCEPOWERIN) - Director Report

Company director report

Dear Members

The Directors have pleasure in submitting their 24th Annual Report together with theAudited Statements of Account for the year ended on March 31 2018.

Financial Performance

The Company's financial performance for the year ended 31st March 2018 is summarizedbelow:

Rs. (In Lacs)

Financial Result

Year Ended 31.03.2018

Year Ended 31.03.2017

Total Revenue

7033.03

1275.84

Profit /(Loss) Before Tax

(1426.22)

(87.85)

Less: Tax Expenses

(5.69)

(13.73)

Profit /(Loss) After Tax

(1420.52)

(74.11)

Operating & Financial Performance

The current recession prevailing in the economy has marred the performance of theCompany. During the year the net revenue from operations of your Company increased by 5.5times from Rs. 1275.84 Lakhs to Rs. 7033.03 Lakhs. For FY 2017-18 your Company's lossafter tax stood at Rs.1420.52 Lakhs vis--vis a loss of Rs. 74.11 Lakhs in the previousyear.

Change in the nature of business if any

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

Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future

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

Material changes and commitments if any 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 the report

There were no material changes and commitments affecting the financial position of theCompany occurring between March 31 2018 and the date of this Report of the Directors.

Subsidiary / Joint Ventures / Associates

The Company has no subsidiaries or associated companies therefore disclosures in thisregard are not provided in this Report.

Dividend

With the view to conserve the resources of company your directors regret to recommendany dividend for the period under report.

Share Capital

The paid up Equity Share Capital as on March 31 2018 was Rs.116383000/-. During theyear under review the company has not issued any shares or any convertible instruments.

Management Discussion and Analysis Report

Industry Trend and Development

The Company is engaged in manufacturing of Electrical Panel Boardas well as providesengineering procurement construction project management and commissioning services tothe Power Sector leveraging its proven project management and delivery experience. Thedemand for the Company's product in coming years will increase significantly.

Opportunities and Threats

The Board has decided to diversify into the field of EPC Contracts in Power Sector andthe negotiations with major players in this field are at concrete stage. The Company'snature of business is capital intensive and hence any delay in cycle causes huge interestloss and marks the bottom line of the Company.

Risk and Concern

The threat is also from unorganized small scale entrepreneurs who sometimes run awaywith big orders due to their small set up cost. The nature of industry demands blocking ofcapital for a long period and hence more credit support from the banks is required.

Outlook

The current scenario is very encouraging because the major thrust of our Government ison Power and Infrastructure sector. Meanwhile Eastern and North Eastern region iswitnessing the maximum development in the power sector. We are in a commanding positionfor all North Eastern demand of these Large Transformers as we are at the gateway to theentire region.

Internal Financial Control

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.

Company's Policies on Remuneration Employee Concern (Whistle Blowing) and also theCode of Conduct applicable to Directors and Employees of the Company have been compliedwith. These Policies and the Code of Conduct are available on the Company's .

Segment wise performance

The Company is primarily a manufacturer and trader of electrical transformer as asingle unit. Accordingly the Company is a single business segment company.

Risk Management

Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion. The Board members wereinformed about risk assessment and after which the Board formally adopted and implementedthe necessary steps for monitoring the risk management plan for the Company.

Board of Directors

In accordance with the provisions of Companies Act 2013 Mr. Akhilesh Kotia (DIN:00076777) Managing Director of the Company retires by rotation and being eligible offershimself for re-appointment.

Ms. Uttara Sharma has been appointed as the Director of the company w.e.f 02.12.2017

Ms. Divya Arora has resigned from the directorship of the Company w.e.f 17.10.2017.

Mr. Anjan Chakraborty has been appointed as the Chief Financial Officer of the Companyw.e.f 25.11.2017. Mr. Ajay Kumar Jaiswal has been appointed as the Company Secretary ofthe Company w.e.f 02.12.2017.

All the Independent Directors have given declaration that they meet the criteria ofindependence as laid down under the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

All Directors Key Managerial Personnel and senior management of the Company haveconfirmed compliance with the Code of Conduct applicable to the Directors and employees ofthe Company. The Code of Conduct is available on the Company's website: All Directors haveconfirmed compliance with provisions of section 164 of the Companies Act 2013.

Meetings of Board and Committees

The details of number and dates of meetings held by the Board and its Committees andattendance of Directors is given separately in the attached Corporate Governance Report.

Directors' Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of section 134(3)(c) read with section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended on 31.03.2018 and state that :

(i) in the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;

(ii) the Directors have 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 of the Company for that period;

(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Directors have prepared the annual accounts on a going concern basis;

(v) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

(vi) There is a proper system to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Party

The related party transactions in accordance with provisions of section 188 of thecompanies Act 2013 and as identified by Management and auditors are disclosed in AOC-2form vide Annexure-I.

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website None of the Directors has any pecuniary relationships or transactionsvis--vis the Company.

Key Managerial Personnel

The following persons are the Key Managerial Personnel of the Company in compliancewith the provisions of Section 203 of the Companies Act 2013 as on 31.03.2018:

a) Mr. Akhilesh Kotia - Managing Director

b) Mr. Anjan Chakraborty CFO

c) Mr. Ajay Kumar Jaiswal- Company Secretary

Board Evaluation

Pursuant to the provisions of Companies Act 2013 SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Guidance Note on Board Evaluation issued bySEBI dated 05.01.2017 the Board has carried out annual performance evaluation of its ownperformance the directors individually as well as the working of its committees.

Corporate Governance

Report on Corporate Governance along with the certificate thereon as obtained from M/s.Jaiswal A & Co. Company Secretaries is separately attached as Annexure II and AnnexureIII respectivelyand forms a part of the Directors' Report.

Audit Committee

The Audit Committee comprises of the following Directors:

Name Status Category
Ms. Uttara Sharma Chairperson Independent Director
Mr. Mohd. Mohiuddin Laskar Member Independent Director
Mrs. Smriti Chattopadhyay Member Director

During the year there were no instances where the Board had not accepted therecommendations of the Audit Committee.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises of the following Directors:

Name Status Category
Ms. Uttara Sharma Chairperson Independent Director
Mr. Mohd. Mohiuddin Laskar Member Independent Director
Mrs. Smriti Chattopadhyay Member Director

The Company's Remuneration Policy is available on the Company's website and is attachedas Annexure- IV and forms part of this Report of the Directors.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee comprises of the following Directors:

Name Status Category
Ms. Uttara Sharma Chairperson Independent Director
Mr. Mohd. Mohiuddin Laskar Member Independent Director
Mrs. Smriti Chattopadhyay Member Director

Vigil Mechanism

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policywhich is available on the Company's website .

Corporate Social Responsibility

The provisions of Companies Act 2013 regarding Corporate Social Responsibility are notapplicable to the Company.

Listing

The shares of the Company are listed on the Bombay Stock Exchange. The Company'sapplication for delisting of its shares is pending with the Calcutta Stock exchange. TheCompany's shares are compulsorily traded in the dematerialized form. The ISIN numberallotted is INE009D01017.

Statutory Audit

M/s H. R. Agarwal & Associates Chartered Accountants (Firm Registration no.323029E) has been appointed as Statutory Auditors of the Company in place of K. M. RoyChartered Accountants (M. No. -053720) and shall hold office for a period of one yearfrom the conclusion of this Annual General Meeting until the conclusion of the 25th AnnualGeneral Meeting of the Company to be held in the year 2019 at a mutually agreedremuneration.

Secretarial Audit

A Secretarial Audit was conducted during the year by the Secretarial Auditor Sutama& Associates Practicing Company Secretary (M. No. A52907 C.P. No. 19565) inaccordance with the provisions of Section 204 of the Companies Act 2013. The SecretarialAuditor's Report is attached as Annexure V and forms a part of this Report of theDirectors. As far as his observation is count the Company is in process of appointing aCompany Secretary.

Internal Auditor

M/s Kataruka and Company Chartered Accountants of P-44 Rabindra Sarani 5th FloorKolkata-700001 performed the duties of Internal Auditors of the company and their reportis reviewed by the audit committee from time to time.

Deposits

The Company has not accepted any deposits from the public and as such there are nooutstanding deposits in terms of the Companies (Acceptance of Deposits) Rules 2014.Theloans from the directors/ relatives of Directors are duly mentioned in accounts and isself- explanatory. The Directors have confirmed that these loans have not been given fromthe borrowed sources / funds.

Loans guarantees and investments

The particulars of loans guarantees and investments made in securities under Section186 of the Companies Act 2013 has been provided in the financial statements of theCompany.

Conservation Of Energy Technology Absorption Foreign Exchange Earning and Outgo:

In compliance with the provisions of section 134(3) (m) read with Rule 8(3) of theCompanies (Accounts) Rules 2014 your company has to report that:

a) Your Company has neither carried out any Research and Development Work nor spent anyamount on it.

b) There were no foreign exchange earnings or outgo.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT - 9 is annexedherewith as Annexure - VI.

Managerial Remuneration

The information required pursuant to Section 197(12) read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 as amended in respectof employees of the Company is attached here as Annexure VII and forms a part of theDirectors' Report.

Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013

Your Directors state that during the year an Internal Complaint Committee has beenformed to review the cases filed pursuant to Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and further state that there were nocases reported in respect to above mentioned Act.

Acknowledgement

Your Directors take the opportunity of placing their sincere appreciation to theCentral Government State Government Banks Financial Institutions employeesassociates consultants and members of the company for their valuable guidance andsupport.