AVANCE TECHNOLOGIES LIMITED
The Directors have pleasure in presenting the 33rd Annual Report of yourcompany with its Audited Financial Statements for the year ended March 312017:
(1) Financial Results
| || |
|Particulars ||2016-17 ||2015-16 ||2016-17 |
| ||(Rs.) ||(Rs.) ||(Rs.) |
|Total Income ||899312084.00 ||1017589896.00 ||899324084.00 |
|Profit Before Finance Costs and Tax ||2135803.00 ||1080606.00 ||2123288.00 |
|Less: Finance Costs ||6257.00 ||38891.00 ||6257.00 |
|Profit Before Tax and Exceptional Item ||2129546.00 ||1041715.00 ||2129546.00 |
|Less: Exceptional Items ||- ||(12000000.00) ||- |
|Profit/(Loss) before Tax ||2129546.00 ||(10958285.00) ||2129546.00 |
|Less Current year Tax ||- ||- ||- |
|Less: Deferred Tax ||8139.00 ||9887.00 ||8139.00 |
|Profit After Tax ||2121407.00 ||(10968172.00) ||2121407.00 |
|EPS ||0.001 ||(0.01) ||0.001 |
(2) Financial Highlights:
The Company registered a fall in the total revenue. The Total Revenue stood at Rs.89.93 Crores as compared to Rs. 101.75 Crores. The Company registered Net Profit of Rs.21.21 lacs as compared to a loss of Rs. 109.68 lacs in the previous year. The Earnings pershare for the Financial Year 2016-17 stood at Rs. 0.001 per share.
There was no change in the nature of business of the Company during the year underreview.
Considering the overall business requirements your directors have not recommendeddividend for the Financial Year 2016-17. The management believes that conserving financialresources will enhance the ability to take advantage of lucrative business opportunities.
As on 31st March 2017 the paid up capital of the Company stood at Rs.1981917430/- divided into 1981917430 equity shares of Re. 1/- each. Thereafter theCompany consolidated its share capital from face value of Re. 1 /- each to Rs. 10/- each.
(5) Subsidiaries Joint Ventures and Associate Companies:
During the year under review your company incorporated a wholly owned subsidiary inUnited Kingdom under the name "Avance Technologies Limited". Disclosureregarding the same forms the part of the Report as "Annexure 1".
(6) 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".
(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:
Management's Discussion and Analysis Report for the year under review is presented in aseparate section forming part of the 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 March31 2017 followed the applicable accounting standards along with proper explanationsrelating to material departures if any;
ii. 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 as at March 31 2017 and of the profit of yourcompany for the financial year ended March 312017;
iii. They have taken proper and sufficient care to the best of their knowledge andability for maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities;
iv. The annual accounts have been prepared on a going concern basis;
v. They have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and operating effectively;
vi. They have devised systems to ensure compliance with the provisions of allapplicable laws were in place and were adequate and operating effectively.
(11) Contract and Arrangements with Related Parties:
All the Related Party Transactions that were entered into during the financial yearwere on arm's length basis and were in ordinary course of business.
Pursuant to Section 134(3)(h) read with Rule 8(2) of the Companies (Accounts) Rules2014 there are no related party transactions to be reported under Section 188(1) of theCompanies Act 2013 in form AOC-2.
The Company's policy on dealing with Related Party Transactions is available on theCompany's Website viz URL: http://www.avance.in
(12) 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.
(13) Directors and Key Managerial Personnel:
a. Directors retiring by rotation
Mr. Vasant Bohir retires by rotation as a Director at this Annual General Meeting andis eligible for re-appointment.
b. Directors appointed:
Mr. Sanjay Tak who was appointed as an Additional Director in the Board Meeting heldon September 06 2017 is proposed to be appointed as a non-Executive Director.
Mr. Akshay Nawale who was appointed as an Additional Director in the Board Meetingheld on September 06 2017 is proposed to be appointed as an independent Director for aperiod of five years.
(14) Meetings of the Board:
During the year under review the Board of Directors met Six times on the followingdates: Thursday May 26 2016 Friday August 12 2016 Thursday September 01 2016Saturday November 12 2016 Saturday February 112017 and Friday March 03 2017.
(15) 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 ofthe Companies Act 2013 and Regulation 16(1) 9b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
(16) 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 "Annexure3". The Composition criteria for selection of Directors and the Terms ofReference of the Nomination and Remuneration Committee is stated in the CorporateGovernance Report.
(17) Statutory Auditor:
In terms of section 139 of the Companies Act 2013 the present statutory auditors M/sTejas Nadkarni & Associates retire at the ensuing Annual General Meeting. Your Companyhas received consent from M/s D.P Agarwal & Co for their appointment as the StatutoryAuditors of the Company. Further their appointment if made would be within the limitsspecified in the Companies Act 2013.
(18) 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.
(19) 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 M/s Nomita Verma Practicing Company Secretaries asits Secretarial Auditors to undertake the Secretarial Audit of the Company for the yearended 31st March 2017.
(20) Secretarial Auditor Report:
The Secretarial Audit Report is annexed as "Annexure 4" to this AnnualReport. The Secretarial Audit Report does not contain any qualification reservationadverse remark or disclaimer.
(21) Internal Auditor:
The Company has an Internal Control System which commensurate with the size scale andcomplexity of its operations. M/s. Verma Mehta & Associates Chartered Accountants(FRN: 112118W) are the internal auditors of the Company and their internal audit plan andremuneration are approved by the Audit Committee. The reports and findings of the internalauditor and the internal control system are periodically reviewed by the Audit Committee.To maintain its objectivity and independence the Internal Auditors of the Company reportsto the Chairman of the Audit Committee 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 accepted nor renewed any deposits during the year under review.
(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 5".
(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 "Annexure6" 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 theorganisation 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) 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 Acknowledge the support received from members Bankers RegulatoryAuthorities and also wishes to place of record their appreciation of employees for theircommendable efforts teamwork and professionalism.
| ||For and on Behalf of the Board of Directors |
| ||Avance Technologies Limited |
| ||Sd/- |
| ||Srikrishna Bhamidipati |
|Date: September 06 2017 ||Chairman & MD |
|Place: Mumbai ||DIN:02083384 |