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Advik Laboratories Ltd.

BSE: 531686 Sector: Health care
NSE: N.A. ISIN Code: INE537C01019
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Advik Laboratories Ltd. (ADVIKLABS) - Director Report

Company director report

Dear Members

Your Directors are delighted to present the 27thAnnual Report of yourCompany together with the Audited Annual Accounts for the financial year ended 31stMarch 2021.

1. Financial Results:

The Financial Performance of your Company for the year ended March 31 2021 issummarized below (Amount in Lacs)

Particulars For the year ended
31.03.2021 31.03.2020
Revenue from operations 19.52 1.50
Profit/(Loss) before Depreciation & Income Tax (393.79) (66.39)
Less: Depreciation 55.62 57.26
Profit/(Loss) after depreciation (449.41) (123.65)
Less: Provision for Income Tax/Deferred Tax (7.76) (6.96)
Profit/(Loss) After Taxation (441.65) (116.69)
Other Comprehensive Income 0.42 0.28
Total Comprehensive Income for the period carried (441.23) (116.40)
over to Reserve & Surplus a/c

2. Dividend:

In view of losses incurred by the Company your Directors regret their inability torecommended dividend on equity shares for the year under review.

3. Reserves:

In view of losses incurred by the Company no amount is proposed to be transferred toReserves for the year under review.

4. Brief description of the Company's working during the year:

Due to absence of orders there were no production activity in the company plant duringthe year under review with the reason company turnover drastically down as compared tolast year and suffered loss of Rs. 449.41 Lacs. The Board hopes to recover in the nextfinancial year as company is in touch of some prominent customers who buys the goods onthird party manufacturing and job work basis & export on their own. Company is alsolooking for exploring South African market where our products are well- established.

5. Change in the nature of business if any:

During the year there is no change in the nature of business activity of the company.

6. Material changes and commitments if any affecting the financial position of thecompany which has occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report:

The ongoing pandemic caused by the deadly coronavirus may be regarded as one of thegravest humanitarian crises that has brought the entire world to a critical juncture.There seemed a ray of hope in the decline of cases in late 2020 and early 2021 which ledindividuals to put their guard down against the virus thereby leading to carelessflouting of COVID-19 lockdown rules. Today we are paying a hefty price for the same asthe virus has mutated over time and emerged stronger in the second wave which has wreakedhavoc across the nation.The pandemic has affected all sectors alike and our company toohas been no exception to the same.

The operations of the Company were disturbed due to the Corona Virus Pandemic becauseof which lockdown was imposed by the government as a result it further affected thefinancial position of our company. Due to the impact of Corona Virus and the suddenlockdown imposed by both the Central and State Governments in the wake of COVID-19pandemic the Company had to suspend its operations which has adversely impacted itsbusiness. Moreover the employees of the company were unable to attend the office due tothe lockdown imposed by the Government during the first and second wave. In the absence ofany operations there is a considerable decline in the revenues generated by the companyand the profitability of the company for the year ended 31st March 2021 is also adverselyimpacted as no operations were being carried on by the Company. Presently the company isfacing many problems such as manpower shortage liquidity crunch etc.

Further your Company had received a One Time Settlement (OTS) Sanction Letter fromIndian Overseas Bank (IOB) to settle its outstanding loan as per the terms and conditionsof the said OTS. As per the terms of the aforesaid One Time Settlement the company wassupposed to clear its outstanding debt by 30th September 2019. However due to the paucityof funds the company was unable to clear the debts of IOB. Company tried to arrange thenecessary funds to settle its outstanding debts of IOB and had made a further request toIOB to allow it some more time in order to enable it to settle its outstanding debts asper the terms of aforesaid OTS.

It would not be out of place to mention here that the Board of Directors had decided tosell the pharmaceutical Manufacturing Unit of the Company located at 138 Roz-ka-MeoIndustrial Area Sohna Dist. Mewat Haryana 122103 in order to discharge the obligationsof the Company under the said OTS and to clear the outstanding loan of the Company withIOB. The net proceeds from the sale of the Undertaking were to be utilised to repay theexisting loans and reduce interest burden and enhancement of working capital of theCompany or general business purpose. The sale of the said Undertaking could not have anyimpact on the Company's trading business which it may start in the near future.

However during the year under review because of the sudden lock down and restrictionsimposed by the Central Government and the State Government due to ongoing COVID-19pandemic and its unprecedented second wave the Board could not find the appropriatebuyer. The Company is still in the process of finding a suitable buyer for sale of itsUndertaking and the management is negotiating with some prospective buyers so that maximumproceeds can be generated from the sale of the aforesaid undertaking which would beutilised to discharge the obligations of the Company with IOB.

Further because of the liquidity crunch being faced by the company due to presentscenario our company again submitted revised OTS proposal in the month of November 2020and after being various discussions revised OTS proposal was approved by IOB which wassupposed to be cleared on or before 19.07.21 but due to financial hardships &suddenoutbreak of second wave of COVID-19 Pandemic company requested the Indian Overseas Bankto allow the extension of due date for payment of OTS to settle its outstanding debtswhich has been approved by the said Bank. IOB has permitted the extension of due date forpayment of OTS amount till 14.08.2021 pursuant to request letter sent by the company tothe said Bank to extend the time limit for payment of OTS amount.

Accordingly company has made the full payments to IOB towards the settlement of theaforesaid loan as per the terms and conditions mentioned in said OTS by arranging thefunds through external & internal sources on 24.08.21 alongwith applicable interest.

Further BSE has vide its Circular no. LIST/COMP/OPS/ 16 /2019-2020 dated June 11 2019and Notice no. 20190903-37 dated September 3 2019 has initiated action against thecompany by freezing the Demat accounts of its Promoter and Promoter Group for all debitsand further the shares of the company are also marked as suspended for trading on BSE'sweb portal w.e.f. 12th March 2020 due to nonpayment of its annual listing fees.

However during the year under review the non-compliance of Regulation 14 of SEBI LODRRegulations 2015 w.r.t. Non Payment of Listing Fees of BSE was made good by your Companyand hence BSE has defreezed the demat accounts of its promoters and promoter group aswell as suspension of the trading of company's scrips on BSE web portal has also beenrevoked by BSE.

Further during the year company has made sincere efforts to recover its receivables& Loan and advances from the parties. However pertaining to very old period & nontraceable management of the company believe that the few of debts were not recoverableand considered to be bad debts. Hence an amount of Rs. 346.92 Lacs has been written offon the recommendation of the Statutory Auditors of the company.

7. Details of significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and company's operations in future:

During the year there are no significant and material orders passed by the Regulatorsor Courts or Tribunals which may impact the going concern status and company's operationsin future.

BSE has vide its Circular no. LIST/COMP/OPS/ 16 /2019-2020 dated June 11 2019 andNotice no. 20190903-37 dated September 3 2019 has initiated action against the company byfreezing the Demat accounts of its Promoter and Promoter Group for all debits and furtherthe shares of the company are also marked as suspended for trading on BSE's web portalw.e.f. 12th March 2020 due to nonpayment of its annual listing fees.

During the year under review the company had arranged the necessary funds during theyear under review and paid its outstanding annual listing fees for the Financial Years2019-2020 and 2020-2021 on 04/02/2021. The non-compliance of Regulation 14 w.r.t. nonpayment of annual Listing Fees of BSE was made good by the Company and hence BSE hasdefreezed the demat accounts of its promoters and promoter group as well as suspension ofthe trading of company's scrips on BSE web portal has also been revoked by BSE.

8. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements:

The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.

9. Details of Subsidiary/Joint Ventures/Associate Companies:

The Company has no Subsidiary. During the year no company has becomesubsidiary/Joint-venture/Associate of the company.

10 . Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement:

During the year no consolidated financial statements have been prepared by the companyas the Company has no subsidiary company.

11. Pubic Deposits:

Your Company has not accepted any deposits from public within the meaning of Section 73of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014during the year under review. The details relating to deposits covered under Chapter V ofthe Act is as under-

a) accepted during the year Rs Nil
b) remained unpaid or unclaimed as at the end of the year Rs Nil
c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved N.A. since the company has not accepted any deposits.
i. at the beginning of the year Rs Nil
ii. maximum during the year Rs Nil
iii. at the end of the year Rs Nil

12. Auditors: A. Statutory Auditors:

M/s. RMA & Associates LLP Chartered Accountants New Delhi the Statutory Auditorsof the Company (Registration No. 000978N/500062) were reappointed as the StatutoryAuditors of the Company at the 24th Annual General Meeting of the company heldon 28th September 2018 for a further term of five years to hold office fromthe conclusion of 24th AGM till the conclusion of the 29thAGM of theCompany to be held in the year 2023.

Statutory Auditors' Report:

The company always strives to present a unqualified Financial Statement. However thereare some observations on Auditor's Report for the F.Y. 2020-21 which are as under:-

Auditor's Observation:-

a) Due to default in payments of bank loans the company's accounts have beenclassified as Non-Performing Assets (NPA) by the bank. Indian Overseas Bank has notcharged interest on Cash credit & Term Loan Limits. During the period under review noprovision has been made for such interest in the books of account of the company and tothat extent bank's loan liability and total loss is understated by Rs 924.63 lacs pluspenal charges that the bank may charge. The amount disclosed in the Financial Statementsis subject to confirmation reconciliation and adjustments if any.

b) The company had recorded the cost of the investment at the face value of the equityshares issued and had not determined the fair value as required by Ind AS. The shares werenot made available for physical verification. Hence we are unable to comment upon thephysical existence and express an opinion on the value of investment recorded.

c) The stock of raw material and work in progress has been valued at cost price. In thecurrent year there has been no production it may have impact on profitability to theextent of its cost less realizable amount if any.

d) The Capital work in Progress has been stalled. The physical conditions of theseassets under construction require technical evaluation to determine impairments or writeoffs if any. However in view of the management the suspension is temporary in nature andassets under construction are not obsolete and the company will be able to resumeconstruction activities in near future and accordingly no provision is required.

Report of the Statutory Auditor is annexed with the Annual Report however as regardsqualifications' made by the Auditors' in their report your directors states as under:-

a) The Company's accounts had become Non-Performing Assets (NPA) with Indian OverseasBank (IOB) and due to this reason IOB has stopped charging interest from the company onits outstanding debts. In view of the above the company has not charged to statement ofProfit & Loss account Interest expenses of Rs. 924.63 Lacs and related penal interest& other charges if any for the reported period in respect of delay of repayments ofborrowings from the bank. The company has made necessary efforts to reach One TimeSettlement with IOB & had accordingly sent the One Time Settlement proposal with IOBwhich had been approved by the Bank. As per terms of the OTS company is supposed to clearthe OTS amount on or before 19/07/2021 but due to financial hardships & suddenoutbreak of second wave of COVID-19 Pandemic company requested the Indian Overseas Bankto allow the extension of due date for payment of OTS to settle its outstanding debtswhich has been approved by the said Bank. IOB has permitted the extension of due date forpayment of OTS amount till 14.08.2021 pursuant to request letter sent by the company tothe said Bank to extend the time limit for payment of OTS amount.

Accordingly company has made the full payments to IOB towards the settlement of theaforesaid loan as per the terms and conditions mentioned in said OTS by arranging thefunds through external & internal sources on 24.08.21 alongwith applicable interest.

b) The company has misplaced/lost the share certificates of the Investment made by itin unquoted equity shares of other companies during the shifting of its records. Hencethese share certificates are not physically held by the company. The Company has sentvarious request letters to the companies in which it has made investments for issue ofduplicate share certificates. However till date the company has not received any replyfrom the companies in order to ensure the compliance of IND AS in true letter and spiritsto ascertain the fair market value of its investments.

c) In the absence of any orders in the recent past there is a decline in the operatingactivities of the company. Hence the stock of raw material which remained unused is leftwith the company and is accordingly reflected in its books of Accounts. The management ofthe Company is making necessary efforts to find the perspective buyers and to procure thenew orders. The Company's management strongly believes that the new deals would befinalized soon. The unused stock of raw material would be utilized in manufacturingfinished goods once the new orders would be procured by the Company. Therefore thecompany has valued its stock of raw material at cost price and not at its realizableamount because the Company intends to carry on its operations in near future and to usethe stock of raw materials available with it in manufacturing activities as soon as thecompany will procure new orders.

d) In order to expand its business operations the Company had released some funds tocontractors to construct an additional block in the factory. However for the time beingand due to some technical and other reasons the management had to suspend the saidconstruction activity. But the management of the company believes that the suspension istemporary in nature and assets under construction are not obsolete and the company willbe able to resume construction activities in near future and accordingly no provision isrequired. Further company is also receiving its advances back from some vendors due tonon-execution of deal.

B. Secretarial Auditors:

As required under Section 204 of the Companies Act 2013 and Rules thereunder theBoard had appointed M/s. Kundan Agrawal & Associates Practicing Company Secretariesas Secretarial Auditor of the Company for the F.Y. 2020-21.

Annual Secretarial Compliance Report & Secretarial Audit Report

SEBI Vide its circular bearing no. CIR/CFD/CMD1/27/2019 dated February 8 2019 mandatedthat all listed entities in addition to Secretarial Audit on an annual basis require acheck by the PCS on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder.

In compliance with the said circular M/s. Kundan Agarwal & Associates CompanySecretaries the Secretarial Auditors of the Company examined the compliance of allapplicable SEBI Regulations and circulars / guidelines and provided their report. TheSecretarial Auditors vide their report dated 24th July 2021 have reportedthat your company has maintained proper records under the provisions of SEBI Regulationsand Circulars / Guidelines issued thereunder.

There are no qualifications reservations adverse remarks or disclaimers given by theSecretarial Auditor in its Secretarial Audit Report and Annual Secretarial ComplianceReport dated 08/06/2021 for the Financial Year 2020-21.

The company has also obtained a certificate from M/s Kundan Agrawal & AssociatesPractising Company Secretary confirming that none of the Directors on the Board of theCompany has been debarred or disqualified from being appointed or continuing as Directorsof Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairsor any such Statutory Authority.

The Annual Secretarial Compliance Report and the Secretarial Audit Report andcertificate regarding disqualification of Directors for the F. Y. 2020-21 are provided asAnnexure-1(A) 1(B) & 1(C) respectively.

C. Internal Auditor:

Pursuant to the provision of the Companies Act 2013 and Rules framed thereunder theBoard of Directors on the recommendation of the Audit Committee had appointed M/s. Sanghi& Co. Chartered Accountants as the Internal Auditor of the company for the FY2020-21.

13. Cost Audit

Pursuant to the various circulars issued by the Ministry of Corporate Affairs theCompany is required to maintain cost records for all the products being manufactured by itand get the same audited by a cost auditor. But due to turnover based criteria asprescribed by Central Government cost audit is not required in our company for thefinancial year 2021-22 as per notification no. F.No.1/40/2013-CL-V dated 31.12.2014.

14. Share Capital:

A Issue of equity shares with differential rights: During the year company has not issued any equity shares with differential rights.
B Issue of sweat equity shares During the year company has not issued any Sweat equity shares.
C Issue of employee stock options During the year company has not issued employee stock options.
D Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees Rs Nil
E Bonus Shares No bonus shares were issued during the year under review.

15. Annual Return

An Extract of the Annual Return in form MGT-9 as of March 31 2021 pursuant to the subsection (3) of Section 92 of the Companies Act 2013 and forming part of the report isplaced at the Company's website under the web link: :http://www.advikindia.com/areturn.htmand is annexed herewith as (Annexure-2).

Further pursuant to Sections 92 and 134 of the Act the Annual Return as at March 312021 in Form MGT-7 is available on the website of the Company at the link:http://www.advikindia.com/areturn.htm

16 . Conservation of energy technology absorption and foreign exchange earnings andoutgo:

The Company lay focus on Conservation of energy with studies discussions and analysiswhich are undertaken regularly for further improvement. In terms of requirement ofSection134 (3) (a) of the Companies Act 2013 read with rule 8 of the Companies (Accounts)Rules 2014 the required information relating to conservation of energy technologyabsorptions and foreign exchange earnings and outgo are Annexed hereto as Annexure-3.

17. Corporate Social Responsibility (CSR):

In terms of section 135(1) of the Companies Act 2013 the provisions of CorporateSocial Responsibility are not applicable to the Company.

18. Directors and Key Managerial Personnel: A) Changes in Directors and Key ManagerialPersonnel Retirement by Rotation

In accordance with the provisions of the Companies Act 2013 Mr. Peeyush KumarAggarwal (DIN 00090423) Managing Director of the Company retires by rotation at theforthcoming AGM and being eligible offers himself for reappointment.

Considering the vast experience of Mr.Peeyush Kumar Aggarwal the Board is of theopinion that his reappointment will immensely benefit your Company. The Board recommendshis reappointment.

Brief profile of the Mr.Peeyush Kumar Aggarwal Director of the Company who is proposedto be re-appointed is mentioned herein below:

Mr. Peeyush Aggarwal aged about 58 years is a fellow Member of the Institute ofChartered Accountants of India. He has rich experience of over 30 years. A firstgeneration Entrepreneur having a clear business vision and practicing a hands-offapproach. He has mastered the art of Mergers & Acquisitions. His business intereststoday are in the areas of Information Technology; Telecom VAS; Digital Cinema ; Retail ;Broking (Shares Commodities Insurance) ; Real Estate ; Construction & Hospitality.In addition he has had an extensive experience in strategic and feasibility consultingpreparing business plans and conducting due diligence reviews and business valuation. Hehas had significant expertise in assisting Indian Companies in financial and managementaudits. He also has rich and vast experience in the field of Corporate Laws Finance andTaxation Project Management etc.

Mr. Peeyush Kumar Aggarwal holds 1957159 equity shares constituting 10.24 % of thePaid up Share Capital of the Company.

Mr. Peeyush Kumar Aggarwal Managing Director holds directorship as on 31stMarch 2021 in following other companies:

S.No Name of the Companies Designation
1 MPS INFOTECNICS LIMITED Managing Director
2 INTERWORLD DIGITAL LIMITED Director
3 ONUS PLANTATIONS AND AGRO LIMITED Director
4 NIRVANA BIOSYS PRIVATE LIMITED Director
5 PRASHANT SOFTWARES PRIVATE LIMITED Director
6 MPS EXIM PRIVATE LIMITED Director
7 ADVANTA BUILDWELL PRIVATE LIMITED Director
8 POWERSOFT SOLUTION PRIVATE LIMITED Director
9 MPS FASHIONS PRIVATE LIMITED Director
10 WELCOME BUILDERS PRIVATE LIMITED Director
11 OMKAM CAPITAL MARKETS PRIVATE LIMITED Director
12 OMKAM DEVELOPERS LIMITED Director
13 ONTIME CARGO AND COURIERS PRIVATELIMITED Director
14 OMKAM SECURITIES PRIVATE LIMITED Director
15 OMKAM GLOBAL CAPITAL PRIVATE LIMITED. Director
16 BHIKSHU ENTERPRISES PRIVATE LIMITED Director

Details of his Directorship and Committee membership in other listed and public limitedcompanies are as follows:-

Sl. No. Directorships in other listed and Public Limited Companies Committee Membership/Chairmanship
1 MPSInfotecnics Limited Audit Committee Member
Stakeholder's Rela tionship Member
Committee Member
Risk Management Committee
Corporate Social Responsibility Member
2. Interworld Digital Limited Audit Committee Member
B.
Nomination and Remuneration Committee Member
Stakeholder's Rela tionship Committee Member
Risk Management Committee Member
Investigation Committee Chairman
3. Onus Plantations And Agro Limited NIL NIL
4. Omkam Developers Limited NIL NIL

Your Company has received necessary declaration from each Independent Director of theCompany under Section 149(6) of the Companies Act 2013 read with Regulation 16 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015confirming that theymeet with the criteria of independence as prescribed under the aforesaid Section andRegulation.

C. Formal Annual Evaluation:

In compliance with the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 during the year the Board adopted a formalmechanism for evaluating its performance as well as that of its Committees and IndividualDirectors including the Chairman of the Board. Structured questionnaires were used in theoverall Board evaluation comprising various aspects of Board function.

The evaluation of Independent Directors was carried out by the entire Board and that ofthe Chairman and Non Independent Directors were carried out by the Independent Directors.

The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

19. Number of meetings of the Board of Directors:

Six meetings of the Board of Directors were held during the year on 29thJuly 2020 09th September 2020 11th November 2020 27thNovember 202012th February 2021 and 30th March 2021.

A separate meeting of the Independent Directors was held on 30.03.2021.

20. Committees of the Board:

During the year under review in accordance with the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has thefollowing Committees:

* Audit Committee

* Stakeholders' Relationship Committee

* Nomination and Remuneration Committee

Details of the said Committees alongwith their charters compositions and meetings heldduring the year are provided in the Report of Corporate Governance as a part of thisAnnual Report.

21. Board Evaluation:

SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board Evaluation framework. The Companies Act 2013provides that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its Committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of Independent Directors shallbe done by the entire Board of Directors excluding the director being evaluated.

The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India (“SEBI”) under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Structured questionnaires were used in the overall Boardevaluation comprising various aspects of Board function.

The performance of the Board was evaluated by the Board on the basis of PerformanceEvaluation Policy formulated by the Board and after seeking inputs from all the directorson the basis of the criteria such as the Board composition and structure effectiveness ofboard processes information and functioning etc.

The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of committeeseffectiveness of Committee meetings etc. and on such further criteria as is set out inthe Performance Evaluation Policy(as per Annexure -4) formulated by the Nomination andRemuneration Committee and approved by the Board to evaluate the performance of the Boardand its Committees.

In a separate meeting of Independent Directors held on 30.03.2021 performance ofnon-Independent Directors performance of the board as a whole and performance of theChairman was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the Independent Directors at which the performance of the Board itscommittees and individual directors was also discussed.

The Board and the Nomination and Remuneration Committee (“NRC”) reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.

Based on the outcome of performance evaluation for the financial year 2020-21 furthermeasures/actions have been suggested to improve and strengthen the effectiveness of theBoard and its Committees.

22. Policy on Directors' Appointment and Remuneration:

Your Company has a policy to have an appropriate mix of Executive Non-Executive andIndependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As on March 31 2021 the Board consisted of 4members and out of which 1 (One) is an Executive Director 2areNon-Executive IndependentDirectors including 1 Woman Director and 1is a Non-Executive Director liable to retire byrotation.

The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Companies Act2013 adopted by the Board is attached as Annexure 5to the Board Report. Further noremuneration at present is being paid to any of the Directors of the Company.

23. Risk management policy and Internal Control:

The Company has adopted a Risk Management Policy duly approved by the Board and alsohas in place a mechanism to identify access monitor and mitigate various risks to keybusiness objectives. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.

24. Whistle Blower Policy and Vigil Mechanism:

Your Company has established a “Whistle Blower Policy” and Vigil Mechanismfor directors and employees to report to the appropriate authorities concerns about theunethical behaviour actual or suspected fraud or violation of the Company's code ofconduct policy and provides safeguards against victimization of employees who avail themechanism and also provide for direct access to the Chairman of the Audit Committee. Thesaid policy has been uploaded on the website of the company. The same can be accessed atthe website of the Company under the Investment Information head at the linkhttp://www.advikindia.com/reports/policy/whistle_blower.pdf.

25. Particulars of loans guarantees or investments under Section 186:

Particulars and details of loans given investments made or guarantees given andsecurities provided if any are given in the Notes to the Financial Statements.

26. Contracts and arrangements with related parties:

The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website http://www.advikindia.com/reports/policy/related_party.pdf. Pursuant toSection 134 (3)(h) of the Companies Act 2013 and Rules made there under particulars oftransactions with related parties as required under section 188(1) of the Companies Act2013 are mentioned in the prescribed Form AOC-2 which is annexed herewith as“Annexure-6”. The details of the transactions with related parties are providedin Notes to Financial Statements.

27. Corporate Governance:

Your Company has been benchmarking itself with well-established Corporate Governancepractices besides strictly complying with the requirements of Regulation 17 to 27 and anyother applicable Regulation of the SEBI under SEBI

(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended fromtime to time.

A separate “Report on Corporate Governance” together with requisitecertificate obtained from Statutory Auditors of the Company confirming compliance withthe provisions of Corporate Governance as per the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to this Report.

28. Directors' Responsibility Statement:

Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and belief confirm that: (a) in the preparationof the annual accounts for the financial year ended 31st March 2021 theapplicable accounting standards had been followed and no material departures have beenmade from the same; (b) the directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year i.e. on 31st March 2021 and of the profit or loss of thecompany for that period; (c)the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities; (d) the directors have prepared the annual accounts on a goingconcern basis; (e) the directors had laid down internal financial controls to be followedby the company and that such internal financial controls are adequate and operatingefficiently; and (f) the directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

29. Particulars of Employees:

There are no employees employed throughout the financial year who were in receipt ofremuneration of Rs. 102 Lacs or more or employed for part of the year who were in receiptof remuneration of Rs. 8.50 lacs or more a month under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Remuneration) Rules 2014.

Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed herewith as Annexure 7.

During the year under review none of the Directors of the Company has receivedremuneration from the Company.

The Nomination and Remuneration Committee of the Company has affirmed in its meetingheld on 30/03/2021 that the remuneration paid to the Senior Management Employee/KMPs is asper the remuneration policy of the Company.

30. Internal Auditors & Their Report:

Pursuant to the provisions of Section 138 of the Companies Act 2013 and Rules madethereunder the Company had appointed M/s Sanghi& Co. as Internal Auditor for thefinancial year 2020-21.

Internal Financial Control and Their Adequacy

The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.

The Company has an adequate internal controls system commensurate with its size and thenature of its business. All the transactions entered into by the Company are dulyauthorized and recorded correctly. All operating parameters are monitored and controlled.The top management and the Audit Committee of the Board of Directors review the adequacyand effectiveness of internal control systems from time to time

31. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 read with Rules thereunder:

Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition &Redressal) Act 2013 read with Rules thereunder the Companyhas not received any complaint of sexual harassment during the year under review.

32. Reporting of Frauds by Auditors'

During the year under review the Statutory Auditors and the Secretarial Auditor havenot reported any instances of frauds committed in the Company by its Officers or Employeesto the Audit Committee under Section 143(12) of the Companies Act 2013 details of whichneed to be mentioned in this Report.

33. Secretarial Standards

The Company has complied with the provisions of the applicable Secretarial Standardsi.e. SS-1(Secretarial Standard on Meetings of the Board of Directors) and SS-2(Secretarial Standard on General Meetings).

34. Effect of Covid-19 Pandemic

In last month of Financial Year 2020 the world has been affected with an unprecedentedpandemic COVID -19 which has adversely affected the lives and livelihood of the people ofthe virtually all countries. The COVID-19 pandemic continues to dominate global economicsentiment still forcing governments to enforce lockdowns or restrictions on all majoreconomic activities. The crisis has hurt sales margins and growth. In 2020 the largesthealth and economic crisis in recent history forced. Companies across sectors intoextraordinary measures to protect their people and maintain operations. As the priorityfor the Company are its stakeholders focus and emphasis are made to ensure the health andwell-being of all employees and on minimizing disruption to services for all ourcustomers. Work from home is still instilled in the Company. While the first wave of thepandemic was somewhat reined in with the extended nation-wide lockdown the second wave ofpandemic has stuck with vengeance. While the first wave was about hunger jobs andlivelihood the second wave which is more infectious is about lives.

During lock down period operations of the company were almost closed and company'smain focus was to secure employees health first. Some office work was done after gettingnecessary permissions from the concerned local authorities and ensuring compliancesrelated to Covid-19 guidelines i.e. maintaining social distance mandatory to wear facemask proper sanitizations cleaning hands thermal scanning. The operation of the companyhad already been resumed with all security measures as directed by government. The Companyis following all relevant Government directives and guidelines regarding health and safetyof the workers during work. The Covid-19 certainly would have major negative impact on thebusiness of the Company. Due to the impact of Corona Virus and the sudden lockdown imposedby both the Central and State Governments in the wake of COVID-19 pandemic the Companyhad to suspend its operations which has adversely impacted its business. In the absenceof any operations there is a considerable decline in the revenues generated by thecompany and the profitability of the company for the year ended 31st March 2021 as nooperations were being carried on by the Company due to the closure of operations andnon-availability of man power.

The COVID-19 pandemic has severely impacted all the industries throughout the countryand the entire economy is facing severe financial hardship. The coronavirus pandemic onIndia has been largely disruptive in terms of economic activity as well as a loss of humanlives. Almost all the sectors have been adversely affected as domestic demand and exportssharply plummeted and consequently the entire economy is facing severe financialhardships. Our Company being an inseparable part of Indian economy is not an exception toit.

Post the first wave of COVID-19 pandemic the Industries were reviving from the impactof COVID-19 however the current wave of COVID-19 since March 2021 has been more severethan the First wave which was in March 2020 and has dented the revival process of theIndustries including our company. The current wave of COVID-19 is likely to slow downIndia's economic recovery. The unprecedented rise in Covid-19 cases has seen disruption interms of economic activities and our company is not an exception to it. The current waveof COVID-19 has seriously affected our company.

35. Human Resources:

Your Company treats its “human resources” as one of its most importantassets. We focus on all aspects of the employee lifecycle. This provides holisticexperience for the employees as well. During their tenure at the Company employees aremotivated through various skill development programs. We create effective dialogue throughour communication channels to ensure effective dialogue through our communication channelsto ensure that feedback reach the relevant team including leadership.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

36. Segment-wise performance:

The Company is into single reportable segment only.

37. Management Discussion and Analysis:

The Management Discussion and Analysis Report on the business of the Company andperformance review for the year ended March 31 2021 as stipulated in Regulation 34 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presentedin a separate report which forms part of the Report.

38. Acknowledgements:

Your Directors are grateful to the Government of India the Reserve Bank of India theSecurities and Exchange Board of India the Stock Exchanges and other regulatoryauthorities for their valuable guidance and support and wish to express their sincereappreciation for their continues co-operation and assistance. We look forward for theircontinued support in future.

Your directors would like to express their sincere appreciation for the assistance andcooperation received from banks customers vendors Government members and employeesduring the year under review.

Finally the Directors thank you for your continued trust and support.

For and on Behalf of the Board of Directors of
Advik Laboratories Limited
Sd/-
(Peeyush Kumar Aggarwal)
Date 30th August 2021 Chairman
Place: New Delhi DIN : 00090423

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