To The Members
Your directors are pleased to present the 35th Annual Report and the AuditedAccounts for the financial year ended 31st March 2020.
|Particulars ||Current Year ||Previous Year |
| ||2020 ||2019 |
| ||(Rs. in Lakhs) ||(Rs. in Lakhs) |
|Sales & Services ||0.00 ||10.69 |
|Other Income ||0.44 ||- |
|Total Income ||0.44 ||10.69 |
|Total Expenditure ||19.60 ||54.41 |
|Profit / (Loss) for the period ||(19.16) ||(43.72) |
|Provision For Tax ||- ||- |
|Other Comprehensive Income ||- ||- |
|Total Comprehensive Income ||(19.16) ||(43.72) |
|Balance Carried Forward ||(19.16) ||(43.72) |
During the year under review the Company has recorded the total income of Rs. 0.44lakhs as compared to Rs. 10.69 lakhs for the previous year and Net Loss of Rs. 19.16 lakhsfor the year as compared to the loss of Rs. 43.72 lakhs in the previous year. The companyhad no revenue from operation during the year however the losses of the Company hasreduced as compared to the loss of the previous year. Although the year was challengingbut the Management is taking all necessary steps and within its power to explore all theopportunities.
In view of the losses your Directors do not recommend any dividend for the year underreview.
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information. (Schedule A). The sameis available on our website www.adventcom puter.in
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2019-20 the Company held 4 board meetings of the Board ofDirectors as per Section 173 of Companies Act 2013 which is summarized below. Theprovisions of Companies Act 2013 and SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 were adhered to while considering the time gap between twomeetings.
|Sr. No. ||Date of Meeting ||Board Strength ||No. of Directors Present |
|1 ||30.05.2019 ||7 ||5 |
|2 ||14.08.2019 ||7 ||6 |
|3 ||13.11.2019 ||6 ||5 |
|4 ||11.02.2020 ||6 ||5 |
One Separate Meeting of the Independent Director was held on 11th February2020.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 the Boardof Director to the best of its knowledge and ability confirm that:
1. in the preparation of the annual accounts; the applicable accounting standards havebeen followed and there are material departures;
2. they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the year and of the loss of theCompany for the year under review;
3. they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
4. they have prepared annual accounts on a going concern basis;
5. they have laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and are operating effectively; and
6. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
FRAUDS IF ANY REPORTED BY THE AUDITOR
The Auditor have not reported any fraud under Section 143(12) of the Companies Act2013 committed either by the Company or on the Company by its Officers and Employees ofthe Company.
DECLARATION BY INDEPENDENT DIRECTORS
Declaration by the Independent Directors has been received as per the provisions of Sec149 (6) of the Companies Act 2013 along with Rules framed thereunder Regulation 16(1)(b)of SEBI (Listing and Obligation Disclosure Requirement) Regulation 2015 and taken onrecord by the Board.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which is a part of this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Shaji John Abraham Non Executive Independent Director of the Company ceasedto be Director of the Company on 27th September 2019 pursuant to hiscompletion of tenure on 26th September 2019.
Mr. Samir Harakhchand Shah Non Executive Director of the Company hasdisqualified as Director under section 164(2) of Companies Act 2013. Mr. SamirHarakhchand Shah has informed the same to the Company and he cease to be Director of theCompany w.e.f. 8th May 2020.
Mr. G. Swaminathan was appointed as Additional Director (Non ExecutiveIndependent Director) of the Company and he has offer himself for appointment at theensuing Annual General Meeting.
M/s. Vivekanandan Associates Chartered Accountants Chennai [Firm Registration No.05268S] the Statutory Auditor of the Company were appointed for 2nd Term bythe Shareholders at their meeting held on 22nd September 2018 for a period of2 years up to conclusion of 35th Annual General Meeting by Shareholders atAnnual General Meeting as per the provisions of the Companies Act 2013 (Act'). M/s.Vivekanandan Associates shall complete their present term on the conclusion of this AnnualGeneral Meeting. Hence the Board of Director on recommendation of the Audit Committee hasproposed the appointment of M/s. T S R Sivasubramanian (Membership No. 022713) CharteredAccountants as statutory auditor from the conclusion of this Annual General Meeting tillthe conclusion of the next Annual General Meeting. Pursuant to the Act Members arerequested to consider and approve appointment of M/s. T S R Sivasubramanian (MembershipNo. 022713) Chartered Accountants. In this regard the Company has received a Certificatefrom the Auditor to the effect that their appointment as Auditor is in accordance with theprovisions of the Act.
OBSERVATION OF AUDITOR
There are no qualification reservation adverse remarks or disclaimer made by theAuditor in their respective reports.
Pursuant to Section 204 of the Companies Act 2013 Ms. Nivya Mandawat PracticingCompany Secretary was appointed to perform Secretarial Audit for the year 2019-2020. TheSecretarial Audit Report is annexed in this Annual Report (Schedule B).
OBSERVATION OF SECRETARIAL AUDITOR
As required under section 204 (1) of the Companies Act 2013 the Company has obtaineda secretarial audit report. Certain observations made in the report with regard to latefiling of forms with ROC within due date occurred accidentally and inadvertently. TheSecretarial Auditor has also made a remark that the Company was levied a fine of Rs.49560/- by BSE Limited for delay in submission of Annual Report. The Company had madeseveral representations and the same was waived off by BSE Limited. The Board of Directorswill ensure of all timely compliance pursuant to Companies Act 2013 SEBI (ListingObligation and Disclosure Requirement) Regulations 2015 and rules thereunder andSecretarial standards and other provisions are complied with the fullest extent in future.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year 2019-20 the company has not given any loans or guarantees coveredunder the
provisions of section 186 of the Companies Act 2013.
PARTICULAR OF EMPLOYEES
The information required pursuant to Section 197(12) of Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given in Schedule C to Director Report.
RELATED PARTY TRANSACTIONS
The information on transactions with related parties pursuant to Section 134(3)(h) ofthe Act read with Rule 8(2) of the Companies (Accounts) Rules 2014 are given in ScheduleD in Form AOC-2 and the same form a part of this report.
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
No material change has occurred between 31st March 2020 and the date ofthis Report
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The details as required under Clause-3 of Rule 8 of the Companies (Accounts) Rules2014 are provided in Schedule E to the Directors' Report.
RISK MANAGEMENT POLICY
The Company has developed and implemented a risk management policy which identifiesmajor risks which may threaten the existence of the Company. The same has also beenadopted by your Board and is also subject to its review from time to time. Risk mitigationprocess and measures have been also formulated and clearly spelled out in the said policy.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company the work performed by the internal statutoryand secretarial auditors and external consultants including the audit of internalfinancial controls over financial reporting by the statutory auditor and the reviewsperformed by management and the relevant board committees including the audit committeethe Board is of the opinion that the Company's internal financial controls were adequateand effective during F.Y. 2019-2020.
ANNUAL EVALUATION OF THE BOARD OF DIRECTOR
The Nomination and Remuneration Committee at its meeting had recommended Criteria forevaluation of Directors Chairperson Non-Executive Directors Board level committee andBoard as a whole and also the evaluation process of the same.
The Board of Directors carried out an annual evaluation of its performance Board levelcommittees and Individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as
prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015at the meeting of Independent Directors held on 11th February 2020.
The performance of the Board was evaluated after seeking inputs from all the Directorson the basis of criteria such as the Board composition and structure effectiveness ofBoard process information and functioning process of disclosure and communicationaccess to timely accurate and relevant information etc.
The performance of the various board committee was evaluated by the Board after seekinginputs from the respective committee members on the basis of criteria such as thecomposition of committee effectiveness of committee meeting functioning etc.
The Board reviewed the performance of the Individual Directors on the basis of thecriteria such as the contribution of the Individual Director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings presented views convincingly resolute in holdingviews etc. In addition the Chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of Chairman was evaluated.
During the year under review the Company has not accepted any fixed deposits from thepublic. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS
A separate report on the Corporate Governance and Management Discussion Analysis forthe year under review as stipulated under SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 has been attached in a separate section as part of thisannual report.
Your Directors would like to take this opportunity to express sincere gratitude for theassistance and cooperation from the employees Bankers Customers Vendors andShareholders during the year under review.
|Place: Chennai ||For and on behalf of the Board of Directors |
|Date: 25th August 2020 ||Sd/- |
| ||Michael Arul |
| ||Chairman & Managing Director |