Avance Technologies Ltd.
|BSE: 512149||Sector: IT|
|NSE: N.A.||ISIN Code: INE758A01056|
|BSE 00:00 | 05 Oct||Avance Technologies Ltd|
|NSE 05:30 | 01 Jan||Avance Technologies Ltd|
|BSE: 512149||Sector: IT|
|NSE: N.A.||ISIN Code: INE758A01056|
|BSE 00:00 | 05 Oct||Avance Technologies Ltd|
|NSE 05:30 | 01 Jan||Avance Technologies Ltd|
AVANCE TECHNOLOGIES LIMITED
Your Directors have pleasure in presenting Thirty Sixth Annual Report along on thebusiness and operations of your Company together with the Standalone Audited FinancialStatements for the Financial Year ended 31st March 2020.
The financial highlights are depicted below:
(Rs. In Lakhs)
(1) Financial Highlights:
The Company registered a fall in the total revenue. The Total Revenue stood at Rs.29.96 lakhs as compared to Rs. 339.82 lakhs in the previous financial year. Your companyalso had to make provisions for diminution in value of investments as per the provisionsof Indian Accounting Standards. The said provisions are reflected through exceptionalitems and also classified under other comprehensive income. As a result of the saidprovisions your company recorded a net loss of Rs. 8995.90 lakhs.
There was no change in the nature of business of the Company during the year underreview.
Impact of CoVID-19:
During the last quarter of the year under review the incidence of CoVID-19 developedinto a global pandemic. The directors have assessed the impact of CoVID-19 on the businessof the Company and there are significant adverse impact on business revenue and changes ason balance sheet date. The company continues to handle its business operations althoughoperations of the Company have been disrupted due to the current lockdown conditions inmost part of the country.
Due to the worldwide uncertainty caused by CoVID-19 and its potential to impact thecompany the company has put in place mitigation plans to minimize the adverse impact onboth revenue and profitability. There are no material changes or commitments affecting thefinancial position of the Company between the end of the financial year and the date ofthe report.
Considering the overall business requirements your directors have not recommendeddividend for the Financial Year 2019-20. The management believes that conserving financialresources will enhance the ability to take advantage of lucrative business opportunities.
(3) Share Capital:
The paid up Equity Share Capital of the Company as at 31st March 2020 stoodat Rs. 198191 7430/- divided into 198191743 equity shares of Re. 10/- each. Duringthe year under review the Company has neither issued any shares with differential votingrights nor has granted any stock options or sweat equity.
(4) Particulars of contracts or arrangements with Related Parties referred to inSub-section (1) of Section 188:
There were no Related Party Transactions during the financial year under review.Generally all related party transactions are into at an arm's length basis and in theordinary course of business and were in compliance with the applicable provisions of theCompanies Act 2013 (the Act') and the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015.
All related party transactions are placed before the Audit Committee for review andapproval of the Committee and also to the Board for approval. The policy on materiality ofrelated party transactions and dealing with related party transactions as approved by theBoard is available on the Company's website viz URL: http://www.avance.in.
The details of related party transactions entered into by the Company are provided inForm AOC-2 given as Annexure 1 of Board's Report. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large.
(5) Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:
The disclosure under the provisions of section 134 (3)(m) of the Companies Act 2013read with rule 8(3) of the Companies (Accounts) Rules 2014 is enclosed as Annexure2.
(6) Subsidiaries Joint Ventures and Associate Companies:
The Company does not have any subsidiary joint venture or associate. Pursuant to theprovision of Section 129 (3) of the Companies Act 2013 the performance and financialposition of Subsidiaries Associates and Joint Venture companies are described in FormAOC-1 which is annexed herewith as Annexure 3.
(7) Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
The Company has not declared dividend in the past. Hence there is no UnclaimedDividend to be transferred to the Investor Education and Protection Fund.
(8) Management Discussion and Analysis Report:
In terms of the Regulation 34(e) read with Schedule V of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 MDA covering details of Risks andConcerns Internal Control Systems and their Adequacy Discussion on FinancialManagement's Performance with respect to Operational Performance etc. for the year underreview is set out in this Annual Report.
(9) Corporate Governance Report:
Pursuant to Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 (SEBI LODR Regulations) a separate section entitled CorporateGovernance Report' has been included in this Annual Report. The Report of CorporateGovernance also contains certain disclosures required under the Companies Act 2013.
(10) Directors Responsibility Statement:
The Directors based on the representations received from the operational managementconfirm in pursuance of section 134 (5) of the Companies Act 2013 that:
i. Your Company has in the preparation of the annual accounts for the year ended 31stMarch 2020 the applicable accounting standards read with the requirements set out underSchedule III to the Act have been followed an there are no material departures from thesame;
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 as at 31st March 2020 and ofthe profit of your company for the financial year ended 31st March 2020;
iii. The Directors have taken proper and sufficient care to the best of their knowledgeand ability for maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;
iv. The annual accounts have been prepared on a going concern basis;
v. The Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and operating effectively;
vi. The Directors have devised systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
(11) Corporate Social Responsibility:
The conditions prescribed in the Section 135 of the Companies Act 2013 which mandatesthe Company to constitute a Corporate Social Responsibility Committee are not applicableto our Company.
(12) Appointment and Resignation of Directors and Key Managerial Personnel:
a. Directors retiring by rotation:
Mr. Vasant Bhoir retires by rotation as a Director at this Annual General Meeting andis eligible for reappointment.
b. Regularization of Appointment of Directors:
Mr. Deepak Mane was appointed as an Additional Non-Executive Director of the Company on30th September 2019. It is proposed to regularize his appointment as aNon-Executive Director of the Company.
c. Resignation of Directors:
Mr. Bimal Kamdar resigned from the Directorship in the company w.e.f 27thAugust 2019.
(13) Meetings of the Board:
The Board of the Company is endlessly focused for the growth and expansion of theCompany. It is further involved to strategize the optimum utilization of the availableresources and to reduce cost so as to improve the profitability of the Company and also togenerate additional opportunities to increase overall performance of the Company.
The Management of the Company is also striving towards becoming a 100% compliant entityand to improve its investor relations by sharing latest and correct information with itsstakeholders and thereby creating a transparent atmosphere.
During the year under review the Board of Directors met Nine (9) times on thefollowing dates: 29th May 2019 9th August 2019 27thAugust 2019 05th September 2019 28th September 2019 30thSeptember 2019 14th November 2019 6th December 2019 and 7thFebruary 2020.
(14) Declaration by Independent Directors:
The company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under section 149 (7)of the Companies Act 2013 and Regulation 16(1) (b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
(15) Nomination and Remuneration Policy:
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and forother employees and their remuneration. The same has been disclosed as part of Annexure4. The Composition criteria for selection of Directors and the Terms ofReference of the Nomination and Remuneration Committee is stated in the CorporateGovernance Report.
(16) Statutory Auditor:
M/s. Mohandas & Co Chartered Accountants (FRN: 106529W) were appointed asstatutory auditors of the Company for a period of five years in the 34th AnnualGeneral Meeting of the Company held on 28th September 2018.
(17) Statutory Auditor's Report:
The Auditors' Report does not contain any qualification reservation or adverse remarkand the Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.
(18) Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed Sunita Agarwal Practicing Company Secretaries as itsSecretarial Auditors to undertake the Secretarial Audit of the Company for the year ended31st March 2020.
(19) Secretarial Auditor Report:
The Secretarial Audit Report is annexed as Annexure 5 to this AnnualReport.
(20) Secretarial Compliance Report:
The Annual Secretarial compliance audit report as required under SEBI (LODR)Regulations is annexed as Annexure 6 to this Annual report.
(21) Internal Auditor:
The Company has an Internal Control System which commensurate with the size scale andcomplexity of its operations. During the financial year under review M/s. Mohan Sharma& Associates Cost Accountants (FRN: 003198) were the internal auditors of theCompany and their internal audit plan and remuneration are approved by the AuditCommittee. The reports and findings of the internal auditor and the internal controlsystem are periodically reviewed by the Audit Committee. To maintain its objectivity andindependence the Internal Auditors of the Company reports to the Chairman of the AuditCommittee of the Board.
The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol systems in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and its subsidiary. Based on thereport of internal audit function process owners undertake corrective action in theirrespective areas and thereby strengthen the controls. An independent internal auditorconducts an audit to ensure adequacy of the internal control system and validatesadherence to management instructions and compliance. The internal auditor also conductsreview to ensure implementation of recommendations and suggestions of the Audit Committee.The Audit Committee of the Board of Directors takes note of the same.
The Company has neither invited nor accepted any deposits within the meaning of Section73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 fromthe public during the year ended 31st March 2020. There were no unclaimed orunpaid deposits as on 31st March 2020.
(23) Particulars of Employees and related Disclosures:
In terms of the provisions of Section 197(2) of the Companies Act 2013 read with Rules5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 there were no employees drawing remuneration in excess of the limits set outin the said rules.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed to the report as Annexure 7.
(24) Extract of Annual Return:
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in Annexure8 and is attached to this Report.
(25) Internal Financial Control:
The Board of Directors confirms that your company has laid down set of standards;processes and structure which enables to implement internal financial controls across theorganization with reference to Financial Statements and that such control are adequate andare operating effectively. During the year under review no material or seriousobservation has been observed for inefficiently or inadequacy of such controls.
(26) Environment Health and Safety:
The Company is conscious of the importance of environmentally clean and safeoperations. The Company is committed to health and safety of its employees contractorsand visitors. The Company is conducting operations in such a manner so as to ensure safetyof all concerned compliances of environmental regulations and preservation of naturalresources.
(27) Prevention of Insider Trading:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires preclearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
(28) Whistle Blower Policy/Vigil Mechanism:
As per the provisions of Section 177 of the Companies Act 2013 read with regulation 22of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a vigilmechanism has been implemented through the adoption of Whistleblower Policy with anobjective to enable any employees or director raise genuine concern or report that mayconstitute: Instances of corporate fraud; unethical conduct; a violation of Central orState laws rules regulations and/or any other regulatory or judicial directives. It alsoprovides safeguards against victimization of employees who avail the mechanism and allowsdirect access to the chairman of the Audit Committee.
Your Directors would like to express their appreciation for the assistance andco-operation received from the Company's customers vendors bankers auditors investorsand government bodies during the year under review.
Your Directors place on record their appreciation of the contributions made byemployees at all levels.