To the Members
Your Directors are pleased to present their Thirty Fourth Annual Report together withthe audited financial Statements of your Company for the financial year ended 31stMarch2019.
The performance highlights and summarized financial results of the Company are givenbelow: (Standalone)
A. FINANCIAL RESULTS
|Particulars ||For the year ended 31stMarch 2019 (Rs.) ||For the year ended 31 st March 2018 (Rs.) |
|Revenue from operations ||5215122.24 ||6320154.00 |
|Profit before exceptional items and tax ||1219103.79 ||2112905.71 |
|Profit for the year ||785636.79 ||1002903.71 |
B. Summarized Profit & Loss Account
|Particulars ||For the year ended March 2019 ||31st For the year ended 31st March 2018 |
| ||(Rs.) ||(Rs.) |
|Revenue from operations ||5215122.24 ||6320154.00 |
|Other operational income ||9575.00 ||- |
|Total Revenue ||5224697.24 ||6320154.00 |
|Other Expenses ||3790958.88 ||3915778.36 |
|Profit Before Depreciation Interest Tax (PBDIT) ||1433738.36 ||2404375.64 |
|Depreciation ||212509.00 ||288064.00 |
|Profit Before Interest & Tax (PBIT) ||1221229.36 ||2116311.64 |
|Interest and Financial expense ||2125.57 ||3405.93 |
|Profit before exceptional items ||1219103.79 ||2112905.71 |
|Exceptional items ||- ||- |
|Profit Before Tax (PBT) ||1219103.79 ||2112905.71 |
|Tax Expenses ||223352.00 ||673264.00 |
|Transfer to Reserve Fund u/s 45-IC(1) of the RBI Act ||173005.00 ||286913.00 |
|1934 || || |
|Reserve for Bad and Doubtful Debts ||37110.00 ||149825.00 |
|Profit for the year ||785636.79 ||1002903.71 |
|Basic EPS ||0.02 ||0.22 |
Your Company has prepared the Financial Statements for the Financial Year ended March31 2019 under Section 133 of the Companies Act 2013 and in accordance with revisedSchedule III of the Companies Act 2013 and has recast the Financial Statements relatingto the previous Financial Year ended March 31 2019 in order to make them comparable.
During the Financial Year ended March 31 2019 your Company recorded a turnover of Rs.5215122.24/- as compared to the turnover of last FY 2017-18 i.e. Rs.6320154.00/-. The Net Profit of your Company for the Financial Year ended March 312019 stood at Rs. 785636.79/- as against the Net Profit of Rs. 1002903.71/- forthe Financial Year ended March 31 2018.
On a consolidated basis your Company recorded a turnover of Rs. 45359568.93/- duringthe Financial Year ended March 31 2019 and achieved consolidated Net Profit of Rs.1188221.03/- for the said Financial Year.
The Authorized Share Capital of your Company as on March 31 2019 stands at Rs.45873600/- divided into 45873600 equity shares of Re. 1/- each. The Issued ShareCapital is Rs. 45873600/- divided into 45873600 equity shares of Re. 1/- each andthe Subscribed and Paid-up share capital is Rs. 45873600/- divided into 45873600equity shares of Rs. 1/- each fully paid-up.
Considering the present conditions of business and growth stage of Company The Boardof Directors of the Company has decided not to recommend any dividend for the FinancialYear 2018-19. The Management being optimistic about the return from business activitieshas proposed to plough back divisible profit into the main activities of the Company.
TRANSFER TO RESERVES
Being a Non Banking Financial Company the amount of Rs. 173005.00/- has beentransferred by the Company to the Reserve Fund named as Special Reserve as perRBI Act created in pursuance of Section 45- IC of the Reserve Bank of IndiaAct 1934 wherein every NBFC have to transfer a sum not less than 20% of its Net Profitevery year before declaring any dividend.
Also the company has pursuant to Notification of Reserve Bank of India dated January17 2011 vide Notification no. DNBS.PD.CC.No.207/03.02.002/2010-11 for making the Provisionof 0.25% for Standard Assets of NBFCs the Company has transferred a sum of Rs.37110.00/- i.e. 0.25% on the Standard Assets of the Company under the Reserve named "Provisionfor Bad and Doubtful Debts".
Further the company is complying with all the Reserve Bank of India guidelines asissued from time to time related to provisioning and reserves.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No such material change and/or commitment affecting the financial position of theCompany occurred between the end of the Financial Year to which this Financial Statementsrelate on the date of this report.
Your Company has no unclaimed / unpaid matured deposit or interest due thereon. YourCompany has not accepted any deposits covered under Chapter V - Acceptance ofDeposits by Companies under the Companies Act 2013 during the Financial Year endedMarch 31 2019.
In addition of above the Company is registered as a Non Banking Finance Company- Notaccepting deposits. Hence pursuant to Section 45- IA of the Reserve Bank of India Act1934 the Company cannot accept deposits from public which is complied by the Companyduring the Financial Year. Further the Directors of the company assured to carry on thepractice of not accepting the same in order to comply with RBI norms and guidelines in thecoming year and the same has been proposed and passed in the meeting of Board of Directorsdated 22nd May 2019.
The NBFC sector experienced liquidity problems in the second half of the financial year2018-19. The funding squeeze has contributed to higher funding costs and a slowdown inloan growth for non-banking financial companies. Your Company continued to focus onmanaging cash efficiently and ensured that it had adequate liquidity and back-up lines ofcredit.
With a view to promoting and developing a liquid and dynamic corporate bond market theSecurities and Exchange Board of India ("SEBI") vide its Circular No.SEBI/HO/DDHS/CIR/P/2018/144 dated 26th November 2018 has provided a frameworkcomprising detailed guidelines for raising of funds by issuance of debt securities andmandated all "large corporates" to raise at least 25 per cent of theirincremental borrowings during a financial year by issuing debt securities from thefinancial year 2019- 20 onwards our Company i.e. "ADVIK CAPITAL LIMITED"formerly known as Advik Industries Limited is not a Large Corporate" as the Companydoes not fall under the Criteria of being a Large Corporate as defined in Para 2.2 of thesaid Circular. Accordingly the Company is not required to submit Disclosures as requiredunder Para 4.1 of the abovementioned SEBI Circular. We have made disclosure to BSE date24.05.2019.
Your Company has been continuously interacting and endeavors to further improve itsengagement with investors/analysts by participating either in-person meetings or throughuse of technology i.e. telephone meetings.
The Company continues to comply with all the applicable regulations prescribed by theReserve Bank of India ("RBI") from time to time.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Pursuant to Section 186(11) of the Companies Act 2013 ("the Act") theprovisions of Section 186(4) of the Act requiring disclosure in the Financial Statementsof the full particulars of the loans made and guarantees given or securities provided by aNon-Banking Financial Company in the ordinary course of its business and the purpose forwhich the loan or guarantee or security is proposed to be utilized by the recipient of theloan or guarantee or security are exempted from disclosure in the Annual Report. Furtherpursuant to the provisions of Section 186 (4) of the Act the details of investments madeby the Company are given in the Notes to the Financial Statements as Annexure- I. YourCompany has also given the guarantee during the year under review but has not provided anysecurity.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
During the Financial Year ended March 31 2019 all transactions with Related Partiesare defined under the Companies Act 2013 read with Rules framed there under were inordinary course of business and at arms length basis.
During the year under review your Company did not have any Related Party transactionwhich required prior approval of the Members. There has been no materially significantRelated Party Transactions during the year under review having potential conflict withthe interest of the Company.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURE COMPANIES
During the year "Advik Optoelectronics Limited" continues to be thewholly-owned subsidiary of your Company and no Associate or Joint Venture Company has beenadded during the year.
The Annual Report of the Subsidiary Company will be made available for inspection bythe Members of the Company at the Registered Office of the Subsidiary Company and at theRegistered Office of your Company between 11:00 A.M. to 1:00 P.M. on any working day.
Annual Report along with the Audited Financial Statements of the Subsidiary Company isalso available on the website of the Company at www.advikgroup.com/ail and shall also beprovided to the members of the Company upon receipt of written requests from them.
During the year the Board of Directors ("the Board") reviewed the affairs ofthe subsidiary Company and pursuant to Section 129(3) of the Companies Act 2013 read withRule 5 of Companies (Accounts) Rules 2014 Consolidated Financial Statements of theCompany has been annexed to the Annual Report which reflects the performance and financialposition of each of the subsidiary Company.
Further a statement containing salient features of the Financial Statements of theaforesaid Subsidiary Company has been provided in Form No. AOC-1 and included inthis Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 A detailedanalysis of the Companys performance is discussed in the Management Discussion andAnalysis Report which forms part of this Annual Report as an Annexure V.
EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of theCompanies Act 2013 read with Rule 12(1) of the Companies (Management and Administration)Rules 2014 an extract of the Annual Return as at 31st March 2019 in Form No. MGT-9 isappended as "Annexure II" and forms part of this Report.
The Annual Return of the Company as at 31st March 2019 has been placed on the websiteof the Company after filing with the Ministry of Corporate Affairs and can be accessed at https://www.advikgroup.com
AUDIT AND AUDITORS
(i) Statutory Auditor
In terms of the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s Garg Anil & Co. Chartered Accountants(ICAI Firm Registration No. 6308N) was appointed as the Auditors of your Company for theperiod of Five years starting from Financial Year 2018-19 who shall hold office till theconclusion of last AGM. On the recommendation of Audit Committee and your Board ofDirectors appointed M/s Garg Anil & Co. Chartered Accountants as the Auditors of theCompany for the period of 5 years starting from Financial Year 2018-19 to hold officeuntil the conclusion of 37th AGM of your Company to be held in the year 2023 subject tothe approval of the Members of the Company at AGM.
(ii) Secretarial Auditor
In terms of the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Boardof Directors of the Company in their meeting held on 10.08.2018 has appointed M/s A. K.Verma& Co. Company Secretaries New Delhi as the Secretarial Auditors of theCompany to conduct the Secretarial Audit for the Financial Year ended March 31 2019 andto submit Secretarial Audit Report in Form No. MR-3.
A copy of the Secretarial Audit Report received from M/s A.K. Verma& Co. in theprescribed Form No. MR-3 is annexed to this Boards Report and marked as Annexure-III.
Qualification reservation or adverse remark in the Auditors
Reports and Secretarial Audit Report
There is no qualification reservation or adverse remark made by the Statutory Auditorsin their Auditors Report to the Financial Statements (Standalone and Consolidated).
There is no qualification reservation or adverse remark made by the SecretarialAuditors in their Auditors Report to the Financial Statements (Standalone andConsolidated).
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANYS OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts ortribunals that would impact the going concern status of the Company and its futureoperations..
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review. Further during the year under review the Company has neither earned norused any foreign exchange.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of the Companies Act 2013 has not applicable to theCompany during year under review and subsequently the Company has not developed andimplemented any Corporate Social Responsibility initiatives during the year under review.
BOARD OF DIRECTORS AND BOARD MEETING AND ANNUAL GENERAL MEETING
Your Companys Board is duly constituted which is in compliance with therequirements of the Companies Act 2013 the Listing Regulations and provisions of theArticles of Association of the Company. Your Board has been constituted with requitediversity wisdom and experience commensurate to the scale of operations of your Company.
The calendar of the Board/Committee Meetings and the Annual General Meeting iscirculated to the Directors in advance to enable them to plan their schedule for effectiveparticipation at the respective meetings. At times certain decisions are taken by theBoard/Committee through circular resolutions.All the decisions and urgent matters approvedby way of circular resolutions are placed and noted at the subsequent Board/CommitteeMeeting.
The Board of Directors met Four times during the year under review i.e. on 25/05/201810/08/2018 13/11/2018 and 04/02/2019. Details of Board Composition and Board Meetingsheld during the Financial Year 2018-2019 have been provided in the Corporate GovernanceReport which forms part of this Annual Report.
Independent Directors meeting for the Financial Year was held on 04.02.2019.
The other Committees of the Board are:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Executive Committee of the Board
The details with respect to the composition powers roles terms of referenceMeetings held and attendance of the Directors at such Meetings of the relevant Committeesare given in detail in the Report on Corporate Governance of the Company which forms partof this Annual Report.
Chairman of the Board
Mr. Virender Kumar Agarwal Managing Director of the
Company continue to be the Chairman of the Board.
Mr. Shakul Kumar Agarwal Director is liable to retire by rotation at this AGM andbeing eligible offers himself for reappointment. Your Board recommends re-appointment ofMr. Shakul Kumar Agarwal as a Whole time Director of` the Company liable to retire byrotation.
In pursuance of Regulation 36 (3) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 a brief profile along with necessary disclosures of Mr.Shakul Kumar Agarwal has been annexed to the Notice convening the ensuing AGM and formsan integral part of this Annual Report.
Mr. Hemant Agarwal Mrs. Latika Bansal and Mr. Vineet Gupta Independent Directors ofthe Company have declared to the Board of Directors that they meet the criteria ofIndependence as laid down in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) and 25 of the Listing Regulations and there in no change in their status ofIndependence. Your Board places on records its deep appreciation for their continuousguidance support and contribution to the Management of the Company in its pursuit toachieve greater heights.
The Independent Directors met once during the year under review on 4th February2019. The Meetings were conducted in an informal manner without the presence of theWhole time Directors the Non-Executive Non-Independent Directors or any other ManagementPersonnel.
Mr. Rishab Kumar Agarwal hold the position of Chief Financial Officer of the Companyw.e.f. 24.05.2018
Ms. Ritika Priyam Company Secretary & Compliance Officer w.e.f. 31.03.2018.
The Board of Directors of your Company has a duly constituted Audit Committee in termsof the provisions of Section 177 of the Companies Act 2013 read with rules framedthereunder and Regulation 18 of the Listing Regulations. The terms of reference of theAudit Committee has been approved by the Board of Directors. Composition of the AuditCommittee number of meetings held during the year under review brief terms of referenceand other details have been provided in the Corporate Governance Report which forms partof this Annual Report. Recommendations made by the Audit Committee are generally acceptedby your Board.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Current policy is to have an appropriate mix of executive non-executive andIndependent Directors to maintain the independence of the Board and separate its functionof governance and management. On March 31 2019 the Board consists of six members threeof whom are non-executive Independent Director and Two are Executive Director inclusive ofChairperson of the Company One is Non-Executive Director cum Promoter of the Company.Thepolicy of the Company on directors appointment and remuneration including criteriafor determining qualifications positive attributes independence of a director and othermatters as required under sub- section (3) of Section 178 of the Companies Act 2013 isavailable on our website (http://www.advikgroup.com/ail/investors/). Weaffirm that the remuneration paid to the directors is as per the terms laid out innomination and remuneration policy of the Company.
DISCLOSURES ON REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theDirector(s) of the Company has drawn remuneration during the year under review which is incompliance of the applicable provisions of Companies Act 2013 and no employee(s) of theCompany has drawn remuneration in excess of the limits set out in the said rules.
DISCLOSURE REGARDING MAINTENANCE OF COST RECORDS
Since the Company is engaged in the business of Non- Banking Financial Companytherefore the provisions of Section 148 of the Companies Act 2013 regarding maintenanceof Cost Records and Cost Audit is not applicable to the Company as required to bedisclosed under Clause (ix) of sub-rule 5 of Rule 8 of the Companies (Accounts) Rules2014 (inserted by MCA Notification dated 31.07.2018).
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 134(5) of the Companies Act 2013 the Directors of theCompany hereby states that:
I. In the preparation of the annual accounts for the year ended 31st March 2019 theapplicable accounting standards had been followed along with proper explanation relatingto material departures.
ii. The Directors had 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 and Loss of the company for that period.
iii. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities.
iv. The Directors had prepared the annual accounts 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 were operatingeffectively ;and
vi. The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and such system were adequate and operating effectively.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
In terms of provisions of section 177 of the Companies Act 2013 and rules framedthereunder read with Regulation 22 of the Listing Regulations your Company has a vigilmechanism in place for the Directors and Employees of the Company through which genuineconcerns regarding various issues relating to inappropriate functioning of theorganization can be communicated. For this person your Board has formulated a WhistleBlower Policy and uploaded on the website of the Company at www.advikgroup.com/ail/investors/.
During the year under review there has been no incidence reported which requiresaction by the Board or Committee.
PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
Your Company has adopted a policy under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 [14 of 2013] and Rules framedthereunder as required to be disclosed under Clause (x) of sub-rule 5 of Rule 8 of theCompanies (Accounts) Rules 2014 (inserted by MCA Notification dated 31.07.2018).
Your Company is committed to provide a safe and secure environment to its womenemployees across its functions and other women stakeholders as they are considered asintegral and important part of the Organization.
An Internal Committee with requisite number of representatives has been set up toredress complaints relating to sexual harassment if any received from women employeesand other women associates. All women employees are covered under this policy which alsoextends to cover all women stakeholders of the Company.
The following is a summary of sexual harassment complaints received and disposed offduring the Financial Year ended March 31 2019:
No. of complaints received NIL
No. of complaints disposed off: Not Applicable
INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial disclosures.
During the year the Board of Directors developed and implemented an appropriate riskmanagement policy which is entrusted with the responsibility to assist the Board inOverseeing and approving the Companys enterprise wide risk management framework andoverseeing all the risks that the organization faces identifying the element of riskwhich in the opinion of the Board may threaten the existence of the company andsafeguarding the company against those risks.
A detailed report on Corporate Governance pursuant to the provisions of Regulation 34of the Listing Regulations forms part of the Annual Report however pursuant to Regulation15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015Regulation 27 and paras C D and E of Schedule V of SEBI regulations shall not applicableto the Company as the paid up equity share capital of the Company and Net worth of theCompany is not exceeding Rs. 10 Crore and Rs. 25 Crore respectively in the FY 2018-19.
As a good corporate practice and for more transparency the Company has provided theinformation in Corporate Governance Report on a suomoto basis under the provisions ofparas C D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements)Regulation 2015. Our Corporate Governance report forms the part of Annual Report.
COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 AND SECRETARIAL STANDARD 2
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards issued by the Institute of Company Secretaries ofIndia and that such systems are adequate and operating effectively. The applicableSecretarial Standards i.e. SS-1 and SS-2 relating to Meetings of the Board ofDirectors and General Meetings respectively have been duly complied byyour Company.
ANNUAL BOARD EVALUATION
The evaluation of all the Directors and the Board as a whole was conducted based on thecriteria and framed adopted by the Board. The evaluation process has been done incompliance of the provisions of Companies Act 2013 and SEBI listing Regulations. Thereport thereon is provided in the Corporate Governance Report which forms part of theAnnual Report as Annexure IV.
Your Board is grateful for the unstinted support and trust reposed by our shareholdersand places on record its deep appreciation of the Independent Directors and theNon-Executive Directors of your Company for their immense contribution by way of strategicguidance sharing of knowledge experience and wisdom which help your Company take rightdecisions in achieving its business goals.
Your Board appreciates the relentless efforts of the employees and staff including theManagement Team headed by the Managing Director who always leads from the front inachieving a very commendable business performance year-on-year despite a challengingbusiness environment.
The Board expresses their gratitude to its all stakeholders i.e memberscustomers Government agencies and their departments Bankers of the Company for theircontinued support and faith. The Director places on record their sincere appreciation toall the employees of the company for their contribution in the growth of the company.
For and on behalf of the Board of Directors ADVIK CAPITAL LIMITED (Formerly known asAdvik Industries Limited)
|VIRENDER KUMAR AGARWAL ||SHAKUL KUMAR AGARWAL |
|Managing Director ||Director |
|DIN: 00531255 ||DIN: 03590891 |
|New Delhi || |
|10.08.2019 || |