The Members of
ADVITIYA TRADE INDIA LIMITED
Your Directors have pleasure in presenting the Fifth (5th) Annual Report onthe business and operations of the Company along with Audited Financial Statements for theFinancial Year ended 31st March 2021. The economic contraction in first halfof FY 2020-21 was very challenging due to covid-19 nationwide lockdown however businessactivities returned to normalcy due to its zeal and commitment. The company has witnessedgradual recovery in the demand back its pre-covid scenario. The financial highlights areas follows: -
1. FINANCIAL RESULTS:
The financial results of the Company for the financial year ended on 31st March 2021are as follows:
|Particular ||As on 31st March2021 ||As on 31stMarch 2020 |
| ||(In Lakhs) ||(in Lakhs) |
|Revenue from Operations ||5515.65 ||5895.46 |
|Other Income || || |
|Total Income ||5515.65 ||5895.46 |
|Total Expenses ||5492.41 ||5797.42 |
|Profit Before Tax ||23.24 ||98.04 |
|Extraordinary Items || || |
|Less: Income Tax (Current Year) ||9.42 ||26.12 |
|Less: Deferred Tax ||0.37 ||0.62 |
|Profit/(Loss) after tax ||14.19 ||72.54 |
2. RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS
The Company recorded a turnover of Rs. 5515.65 Lakh during the year as against Rs.5895.46 Lakh in the previous year and the Company has earned a profit after tax of Rs.14.19 Lakh as compared to the profit of Rs. 72.54 Lakh in the previous financial year. Themanagement of the Company is putting their best efforts to improve the performance of theCompany.
The company has set up its manufacturing plant for at Ballabgarh Haryana for themanufacturing of Aluminium panel and its allied products with an investment of Rs. 2 Croreto increase & expand the business operations of the company.
3. CHANGE IN THE NATURE OF BUSINESS
There were no changes in the nature of Business of the Company during the financialyear
4. SHARE CAPITAL
The Authorized Share Capital of the Company is Rs. 100000100/- divided into10000010 Equity Shares of Rs. 10/- each. As on 31st March 2021 the paid-up sharecapital of the Company stood at Rs. 99120000/- divided into 9912000 Equity Shares ofRs. 10/- each.
The Board of Directors has not recommended any dividend for the financial year ended on31st March 2021. Since the Board have considered it financially prudent in the long-terminterest of the Company to re-invest the profits into the business of the Company to builda strong reserve base and grow the business of the Company.
6. TRANSFER TO RESERVES
During the financial year the Company has not transferred any profit into the GeneralReserve of the Company.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE ENDOF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments were recorded during the financialyear which materially affects the financial position of the Company till the date of thisreport.
The Company has not accepted any deposits from the public and as such no amount onaccount of principal or interest on deposits from public was outstanding as on the date ofthe Balance sheet for the Financial Year 2020-21.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE U/S 186 OF THECOMPANIES ACT 2013
The particulars of loans guarantees and investments have been disclosed in thefinancial statements which also form part of this report.
11 . CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social ResponsibilityInitiatives as provisions of section 135(1) of the Companies Act 2013 read with Companies(Corporate Social Responsibility Policy) Rules 2014 since the aforesaid provisions arenot applicable.
12.CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3) of the Companies Act 2013 read withRule 8(3) of Companies (Accounts) Rules 2014 are annexed herewith at "AnnexureNo. I"
13. INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5) (e) of the Companies Act 2013 the term financial control(IFC) means the policies and procedures adopted by the Company for ensuring the orderlyand efficient conduct of business including adherence to the Company's policiessafeguarding of its assets prevention and detection of frauds and errors accuracy andcompleteness of the accounting records and timely preparation of reliable financialinformation.
The Company has a well-placed proper and adequate Internal Financial Control Systemwhich ensures that all the assets are safeguarded and protected and the transactions areauthorized recorded and reported correctly.
To further strengthen the internal control process the Company has developed the verycomprehensive compliance management tool to drill down the responsibility of thecompliance from top management to executive.
14. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNAL
During the financial year there were no changes in the Board of Directors of theCompany.
As on 31st March 2021 Board of Directors of the Company is comprised offollowing Directors:
|S. No Name of the Director ||Designation |
|1 Mr.SandeepGoyal ||Managing Director& CFO |
|2 Mr. Chahat Gupta ||Director |
|3 Mr.PoonamAgarwal ||Independent Director |
|4 Mr.BishamberNathMehra ||Independent Director |
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. SandeepGoyal Director of the Company retires by rotationat the ensuing AGM. The Board of Directors of the Company on the recommendation ofNomination and Remuneration Committee (NRC) has recommended his re-appointment
KEY MANAGERIAL PERSONNEL
? Whole Time Director
There is no change in Managing Director & Whole Time Directors of the Company.
? Chief Financial Officer
There is no change in Chief Financial Officer of the Company.
? Company Secretary
During the year Mr. Mayank Nigam appointed as the Company Secretary and Complianceofficer of the Companyw.e.f. 7th May 2020 in place of Mr. Naval.
The remuneration and other details of the KMP for the FY 2020-21 are provided in theextract of the Annual Return which forms part of this Directors Report.
Currently the Equity Shares of the Company are listed on SME Platform of BSE Limited.And there are no arrears on account of payment of Listing Fees to the Stock Exchange.
16 . POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
Pursuant to Section 178(3) of the Companies Act 2013 the Nomination and RemunerationCommittee constituted by the Board of Directors have laid down the following policies:
a. Criteria for nomination as Director Key Managerial Personnel and Independence of aDirector.
b. Criteria for determining Remuneration of Directors Key Managerial Personnel andSenior Management
Other Employees of the Company. c. Evaluation of performance of the members of theBoard Key Managerial Personnel.
The following Directors are the members of the Nomination and Remuneration Committee:
|Mrs. PoonalAgarwal ||- Chairman |
|MrBishamberNathMehra- ||Member |
|Mr. Chahat Gupta ||- Member |
During the year 2 (Two) meetings of the Nomination and remuneration Committee were heldThe attendance details of the Nomination and Remuneration Committee meetings are asfollows:
|Names of Directors ||Designation ||No. of meetings attended |
|Mrs.PoonamAgarwal ||Non- Executive Independent ||2 |
|DIN: 07854132 ||Director || |
|Mr.Chahat Gupta ||Non- Executive Non - ||2 |
|DIN: 07762521 ||Independent Director || |
|Mr.BishamberNathMehra ||Non- Executive Independent ||2 |
|DIN: 08700633 ||Director || |
Nomination & Remuneration Policy is uploaded on the website of the Company i.e. atwww.advitiyatrade.co
17 . INDEPENDENT DIRECTOR'S DECLARATION
The Company has received necessary declaration from each independent Director underSection 149(7) of the Companies Act 2013 confirming that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and listingregulations.
18. BOARD EVALUATION
In line with the provisions of section 134(3) of the Companies Act 2013 and Rules madethereunder read with the relevant provisions of the SEBI Listing regulations 2015 theBoard of Directors has carried out an annual evaluation of its own performance BoardCommittees and individual Directors. The performance of the Board of Directors and itsCommittees were evaluated on various parameters such as structure compositionexperience performance of specific duties and obligations quality of decision making andoverall effectiveness.
The performance of individual Directors was evaluated on parameters such as meetingattendance participation and contribution and independent judgment.
The Board members noted from time to time the suggestions/ inputs of IndependentDirectors Nomination Committee and Audit Committee and also discussed various initiativesto further improve the Board effectiveness.
In a separate meeting of Independent Directors held on 31.03.2021 performance ofnon-independent Directors performance of the Board as a whole and performance of theChairman was evaluated.
19. MEETINGS OF THE BOARD
The Board of Directors of your company met 9 (Nine) times to review strategicoperational and financial performance of the company. All the Directors activelyparticipated in the meetings and contributed valuable inputs and insights on the mattersbrought before the Board on time to time. The requisite quorum was present in all themeetings. The Meetings were held as on 07.05.2020 29.06.2020 07.09.2020 05.10.202010.10.2020 31.10.2020 12.11.2020 12.12.2020 and 31.03.2021. The maximum intervalbetween any two meetings did not exceed 120 days.
|S. No Name of the Director ||No of board Meetings held during the year during his/her tenure as Director ||No. of Meetings attended during the year |
|1 SandeepGoyal ||9 ||9 |
|2 Chahat Gupta ||9 ||9 |
|3 PoonamAgarwal ||9 ||9 |
|5 BishamberNathMehra ||9 ||9 |
The fourth Annual general meeting of the Company was held on 30th September 2020.
20. AUDIT COMMITTEE
The Board of Directors of the Company has constituted Audit Committee u/s 177 of theCompanies Act 2013 consisting of 3 members Mrs. PoonamAgarwal (Independent Director) Mr.BishamberNathMehra (Independent Director) & Mr. SandeepGoyal (Managing Director). Mrs.PoonamAgarwal is the Chairman of the Audit Committee.
The Company Secretary acts as the Secretary to the Audit Committee. The primaryobjective of the Audit
Committee is to monitor and provide an effective supervision of the management'sfinancial reporting process to ensure accurate and timely disclosures with the highestlevels of transparency integrity and quality of financial reporting. The Audit Committeeoverseas the work carried out in the financial reporting process by the management theinternal Auditors and the Independent Auditors and notes the processes and safeguardsemployed by each of them. All possible measures must be taken by the Audit Committee toensure the objectivity and independence of the independent auditors.
The Audit Committee held 3 (Three) meetings during the year ended 31.03.2021. Thesewere held on 07.05.2020 29.06.2020 and 12.11.2020. The attendance details of the AuditCommittee meetings are as follows:
|S. No. Name of Director ||No. of Meetings Held ||No. of meetings Attended |
|1. Ms.PoonamAgarwal ||3 ||3 |
|2. Mr.SandeepGoyal ||3 ||3 |
|3. Mr.BishamberNathMehra ||3 ||3 |
21. STAKEHOLDERS RELATIONSHIP COMMITTEE
As per the provision of section 178 of the Companies Act 2013 the constitution ofStakeholders Relationship Committee is as follow. During the year under review onemeeting was held on 08.10.2020. The attendance details of the Stakeholders RelationshipCommittee meetings are as follows:
|S. No. Name of Member ||No. of Meetings Held ||No. of Meetings Attended |
|1 Mrs.PoonamAgarwal ||1 ||1 |
|2 Mr. Chahat Gupta ||1 ||1 |
|3 Mr. BishamberNathMehra ||1 ||1 |
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in section188(1) of the Companies Act 2013 read with Rule 8(2) of Companies (Accounts) Rules 2014in prescribed Form AOC-2 is annexed herewith at
The policy on Related Party Transactions as approved by the Board may be accessed onthe Company's website at the link: https://www.advitiyatrade.co
23. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint Venture or Associate Company; henceprovisions of Section 129(3) of the Companies Act 2013 relating to preparation ofconsolidated financial statements are not applicable.
24. VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provisions of Companies Act 2013 every Listed Company shall establish avigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions ofsection 177(9) & (10) of the Companies Act 2013 a vigil mechanism/ whistle blowerpolicy for Directors and employees to report genuine concerns has been established andapproved by Board.
The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism integrity and ethicalbehaviour.
The Vigil Mechanism cum Whistle Blower Policy may be accessed on the Company's websiteat the link: https://www.advitiyatrade.co
25. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT 2013
The Provision of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 regarding statement of particulars of employees is not applicable on theCompany.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS ORTRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE.
There was no significant order was passed by any regulatory authority or court ortribunal.
27. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3)(c):
Pursuant to section 134(5) of the Companies Act 2013 the board of Directors to thebest of their knowledge and ability confirm that: -
a. in the preparation of the annual accounts the applicable accounting standards havebeen followed;
b. 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 at the end of the financial year and ofthe profit and loss of the Company for that period;
c. the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. the Directors have prepared the annual accounts on a going concern basis.
e. the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively f. the Directors have devised proper system to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
M/s Sadana & Co. Chartered Accountants were appointed as statutory auditorsof the Company from the conclusion of the 2nd Annual General Meeting till theconclusion of the 7th Annual General Meeting of the Company for the singleTenure of 5 Years. The Auditors confirmed that they are not disqualified as fromcontinuing as Auditors of the company.
The notes on accounts referred to in the auditors' report are self-explanatory andtherefore don't call for any further comments by the Board of Directors. There are noqualifications or adverse remarks in the Auditors'
Report which require any clarification or explanation.
In terms of Section 204 of the Act and Rules made there under M/s KMPM & Co.Practicing Company Secretaries were appointed as Secretarial Auditors for the financialyear 2020-21. The Secretarial Audit Report for the financial year ended on March 31 2021is annexed herewith marked as "Annexure-III" to this Report.
There are no qualifications or adverse remarks in the Secretarial Auditors' Reportwhich require any clarification or explanation.
In terms of Section 138 of the Act and Rules made there under KMRG & AssociatesChartered Accountants were appointed as Internal Auditors for the financial year 2020-21.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per SEBI Listing Regulations Management Discussion and Analysis are attached whichform part of this report annexed herewith at Annexure No. IV.
30. RISK MANAGEMENT
During the year The Board had developed and implemented an appropriate risk managementpolicy for identifying the element of risk which in the opinion of the Board may threatenthe existence of the Company and safeguarding the Company against those risks.
31. CODE OF CONDUCT AND ETHICS
The Board of Directors of the Company has adopted a Code of Conduct and Ethics for theDirectors and Senior
Executives of the Company. The object of the Code is to conduct the Company's businessethically and with responsibility integrity fairness transparency and honesty. The Codesets out a broad policy for one's conduct in dealing with the Company fellow Directorsand with the environment in which the Company operates.
32. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013
Your Company has a policy and framework for employees to report sexual harassment casesat workplace and the process ensures complete anonymity and confidentiality ofinformation. No complaints of sexual harassment were raised in the financial year 2020-21.
33. ANNUAL RETURN
As per the requirements of Section 92(3) of the Companies Act and Rules framedthereunder the extract of the Annual Return is available on website of the Company i.e.athttps://www.advitiyatrade.co
34. CORPORATE GOVERNANCE
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015exempts companies which have listed their specified securities on SME Exchange fromcompliance with corporate governance provisions.
Since the equity share capital of your Company is listed exclusively on the SMEplatform of BSE Limited the Company is exempted from compliance with Corporate Governancerequirements and accordingly the reporting requirements like Corporate Governance ReportBusiness Responsibility Report etc. are not applicable to the Company.
35. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under Section 197 & Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is given below-
|Director ||Designation ||Remuneration |
|SANDEEP GOYAL ||MANAGING DIRECTOR ||1500000 |
|CHAHAT GUPTA ||DIRECTOR ||NIL |
|POONAM AGARWAL ||INDEPENDENT DIRECTOR ||NIL |
|BISHAMBER NATH MEHRA ||INDEPENDENT DIRECTOR ||NIL |
b) Percentage increase in the median remuneration of employees in the financialyear2020-21: NIL
c) Number of permanent employees on the rolls of the Company as on March 31 2021:2(Two).
d) Average percentile increase made in the salaries of employees other than keymanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
e) It is hereby affirmed that the remuneration paid during the year is as per theRemuneration policy of the Company.
f) There is no employee covered under the provisions of section 197(14) of theCompanies Act 2013.
There was no employee in the Company who drew remuneration of Rs. 10200000/ - per annumduring the period under review. Hence the Company is not required to disclose anyinformation as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014.
33. RISK MANAGEMENT POLICY
During the year The Board had developed and implemented an appropriate risk managementpolicy for identifying the element of risk which in the opinion of the Board may threatenthe existence of the company and safeguarding the company against those risks.
34. COMPLIANCE OF SECRETARIAL STANDARDS
The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to Meetingsofthe Board of Directors' and General Meetings' respectively have been dulycompliedby your Company
The Directors thank the Company's employees customers vendors investors and academicinstitutions for their continuous support.
The Directors also thank the Government of India and concerned government departments /agencies for their co-operation.
For & on behalf of
ADVITIYA TRADE INDIA LIMITED
| ||Sd/- |
|SandeepGoyal ||Chahat Gupta |
|Managing Director ||Director |
|DIN:07762515 ||DIN:07762521 |