DIRECTORS' REPORT TO THE MEMBER(S), Your directors have pleasure in presenting the 30th Annual Report together with the audited statement of accounts for the year ending 31st March, 2015. 1. BACKGROUND ADVIK INDUSTRIES LIMITED is a Company Listed on Delhi Stock Exchange and Non Deposit Accepting Non-Banking Finance Company ("NBFC"), holding a Certificate of Registration from the Reserve Bank of India ("RBI") 2. FINANCIAL RESULTS After making usual adjustment and meeting all expenses the profit of the year is Rs. 474844.94 which is carried forward to the next year along with brought forward Profit of 512078.59. The financial results of the company for the year ended 31st March, 2015 are as follows 3. WORKING OF THE COMPANY The Company engaged in Non-Banking Financial Activity. During the period under review total income of the Company was Rs. 7568882.59 as against Rs. 28666321.50 in previous year. The Company was able to earn a Net Profit after tax of Rs. 474844.94 as against Rs. 512078.59 in previous financial year. Your Directors are putting their best efforts to improve the performance of the Company. 4. CHANGE IN THE NATURE OF BUSINESS: There were no Changes in the Nature of Business of the Company during the Financial Year. 5. LISTING INFORMATION: During the year the Securities of the Company were listed at Delhi Stock Exchange. However, Securities and Exchange Board of India (SEBI) vide its order dated 19th November, 2014 derecognized Delhi Stock Exchange and, which had sought voluntary exit from the stock exchange activities.. Also, consequent to voluntary exit of Delhi Stock Exchange from stock exchange business, the management of the Company is now planning to get listed its shares at Bombay Stock Exchange and Company has obtained No Objection Certificate from the Delhi Stock Exchange in this regard. The Management of the Company is hopeful to get listed at Bombay Stock Exchange very soon. 6. SHARE CAPITAL The Authorized Share Capital of the Company as on 31st March 2015 was Rs. 4,58,73,600.00 (Four Crore Fifty Eight Lakh Seventy Three Thousand Six Hundred) and Paid-up Equity Share Capital of the Company on March 31, 2015, was Rs. 4,58,73, 600.00 (Four Crore Fifty Eight Lakh Seventy Three Thousand Six Hundred). There was no change in the Authorized or the Paid-up Capital/Subscribed Capital during FY 2014-15. a) BUY BACK OF SECURITIES The Company has not bought back any of its securities during the year under review b) SWEAT EQUITY The Company has not issued any Sweat Equity Shares during the year under review c) BONUS SHARES No Bonus Shares were issued during the year under review d) EMPLOYEES STOCK OPTION PLAN The Company has not provided any Stock Option Scheme to the employees. e) SHARES WITH DIFFERENTIAL RIGHTS The Company has not issue any Equity shares with Differential Rights 7. DIVIDEND Considering the present conditions of business and growth stage of Company, The Board of Directors of the company has decided not to recommend any dividend for the Financial Year 2014-15. The management being optimistic about the return from business activities has proposed to plough back divisible profit into the main activities of the Company. 8. CORPORATE GOVERNANCE As per the circular issued by the SEBI vide circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September 2014 to all the stock Exchanges regarding Corporate Governance in Listed entities. The Clause 49 of the listing Agreement is applicable to the Companies having paid up equity share capital exceeding Rs.10 crore and Net Worth exceeding Rs.25 crore, as on the last day of the previous financial year. The Company is not Covered any of the Criterion mentioned above so it is not mandatory for the Company to Comply the Provisions of the Clause 49 of the Listing Agreement. In the preview of this Circular Company is not required to submit Corporate Governance Report. However Company will take adequate steps as and when necessary in compliance of Clause 49 on its discretion basis and annexed a Corporate Governance Report in Annexure -I 9. EXTRACT OF ANNUAL RETURN As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as (Annexure II) 10. NUMBER OF MEETING OF BOARD OF DIRECTORS The Board of Directors duly met 8 times dated 30-05-2014, 31-05-2014, 01-07-2014, 25-07-2014, 01-09-2014, 23-09-2014, 13-11-2014 and 11-02-2015 during the year in respect of which meetings proper notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose. The time gap between two consecutive meetings of the Board did not exceed one hundred and twenty days. The details of such meetings are given in the Corporate Governance Report annexed to this Report. 11. DIRECTORS' RESPONSIBILITY STATEMENT As required under Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby states that: i. In the preparation of the annual accounts for the year ended 31st March 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the Profit and Loss of the company for that period. iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities. v. 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 the company and that such internal financial controls are adequate and were operating effectively ;and vi. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such system were adequate and operating effectively. 12. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND Since there was no unpaid/unclaimed Dividend declared and paid last year, the provisions of Section 125 of the Companies Act, 2013 do not apply. 13. CORPORATE SOCIAL RESPONSIBILITY The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. 14. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT Management's Discussion and Analysis Report for the year under review annexed to this Directors' Report, provides a more detailed review of the operating performance. Company. However this is the requirement of Clause 49 and clause 49 is not applicable to the Company w.e.f 01.10.2014.Company has made this disclosure on its discretion as annexed in (Annexure-III). 15. DISCLOSURE BY AN INDEPENDENT DIRECTOR(S) Mr. Deepak Sharma, Mr. Hemant Agarwal and Mr. Parveen Gupta, Independent Directors of the company have given the requisite declaration in the Board Meeting that they meet the criteria of independence as provided in Section 149(6) of Companies Act, 2013. 16. AUDIT COMMITTEE AND VIGIL MECHANISM The company has Constituted Audit Committee of the Board in accordance with the provision of Section 177 of the Companies Act, 2013. The Audit Committee comprises of the following Directors: Mr. Hemant Agrawal CHAIRMAN Ms. Parveen Gupta MEMBER Mr. Virender Kumar Agarwal MEMBER 17. VIGIL MECHANISM The Vigil Mechanism of the Company pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. 18. REMUNERATION OF DIRECTORS The Company has not given Remuneration to any Director of the Company. So there is no requirement to give Disclosure under Section 197(12) of the Companies Act 2013. 19. LOANS, GUARANTEE AND INVESTMENT The particulars of Loans given, Investments made and Guarantee given by company under Section 186 of Companies Act, 2013 is annexed as (Annexure IV). 20. PARTICULARS OF RELATED PARTY TRANSACTION There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. Further, all the related party transactions in terms of the Provisions of Companies Act 2013 were entered in the ordinary course of business during the financial year and were also at arm's length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated person which may have a potential conflict with the interest of Company at large. 21. DIRECTORS AND KEY MANAGERIAL PERSONNEL There were changes in the Directors and Key Managerial Personnel of the Company. Ms. Radhika Garg was appointed as Company Secretary and Mr. Manoj Kumar was appointed as Chief Financial Officer of the Company in pursuance of Section 203 of the Companies Act 2013 as Key Managerial Personnel. of the Company w.e.f 01/09/2014 and 31/03/2015 respectively, Mr. Shakul Kumar Agarwal was appointed as Whole-time Director for a period of three years w.e.f. 01/04/2015 in pursuance of Section 203 of the Companies Act 2013 as Key Managerial Personnel. 22. AUDITORS & AUDITORS REPORT M/s. Garg Anil & Co., Chartered Accountants, auditors of the company, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. 23. FIXED DEPOSITS The company had neither invited nor accepted any deposits from the public within the meaning of the Companies (Acceptance of Deposits) Rules 2014. 24. SUBSIDIARY COMPANIES Company have one Subsidiary Company namely Advik Optoelectronics Limited. A statement pursuant to Section 129(3) of the Companies Act, 2013 containing salient features of the financial statements of the subsidiaries/associate companies/joint ventures of the company is annexed as (Annexure- V) The Company further undertakes that annual accounts of the subsidiary company and the related detailed information shall be made available to the shareholders of ADVIK INDUSTRIES LIMITED. Seeking such information at any point of time. The annual accounts of the subsidiary company are also available for inspection by any shareholder at the registered office of the company. 25. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange. 26. RISK MANAGEMENT During the year, your Directors developed and implemented an appropriate risk management policy which contained the provisions regarding entrusted with the responsibility to assist the Board in Overseeing and approving the Company's enterprise wide risk management framework and overseeing that all the risks that the organization faces, identifying the element of risk which, in the opinion of the Board may threaten the existence of the company and safeguarding the company against those risks. 27. POLICIES OF NOMINATION AND REMUNERATION COMMITTEE Pursuant to Section 178(3) of the Companies Act, 2013 the Nomination and Remuneration Committee constituted by the Board of Directors have laid down the following policies: • Criteria for nomination as Director, Key Managerial Personnel and Independence of a Director: • Criteria for determining Remuneration of Directors, Key Managerial Personnel and Senior Management Other Employees of the Company • Evaluation of performance of the members of the Board, Key Managerial Personnel 28. CONSOLIDATED FINANCIAL STATEMENT The Consolidated financial statement have been prepared by the company in accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements and other applicable accounting standards issued by Institute of chartered Accountant of India. The audited consolidated financial statements together with Auditor Report form part of the Annual Report. 29. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT The Board has appointed M/s A.K Verma & Co, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. Pursuant to Section 204(1) of the Companies Act, 2013. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed in MR-3 (Annexure VI). 30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES 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, no employees has drawn remuneration in excess of the limits set out in the said rules. 31. INTERNAL AUDIT & CONTROLS The Company is under process to engage the service of internal auditor. 32. INTERNAL CONTROL SYSTEM The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. 33. FORMAL ANNUAL EVALUATION OF THE BOARD A statement indicating the performance of the Board and its committee and its individual directors is annexed as (Annexure VII). 34. CODE OF CONDUCT AND ETHICS The Board of directors of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the company's business ethically and with responsibility, integrity, fairness, transparency and honesty. The Code sets out a broad policy for one's conduct in dealing with the Company, fellow directors and with the environment in which the Company operates. The code is available on the Company's website. 35. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report. 36. ORDER OF COURT/TRIBUNAL/REGULATOR During the year under review there was not any order passed by the regulators or courts or tribunals which was material enough to impact the going concern status and operation of the Company. 37. ACKNOWLEDGEMENT The Board expresses their gratitude to its all stakeholder's i.e members, customers, Government agencies and their departments, Bankers of the Company for their continued support and faith. The Director places on record their sincere appreciation to all the employees of the company for their contribution in the growth of the company. On behalf of the Board of Directors VIRENDER KUMAR AGARWAL Managing Director DIN: 00531255 H-107, ARAVALI KUNJ, PLOT NO. 44, SECTOR-13, ROHINI, DELHI- 110085 SHAKUL KUMAR AGARWAL Whole-time Director DIN: 03590891 H-107, ARAVALI KUNJ PLOT NO. 44, SECTOR-13, ROHINI, DELHI- 110085 Place: New Delhi Date: 11/08/2015 |