To
The Members of,
Advance Multitech Limited
Your Directors are pleased to present 44th Annual Report and the companys
audited financial statement for the financial year ended March 31, 2023.
Brief description of the Companys working during the year/State of Companys affairs:
Figure for the current year was quite satisfactory. The consolidated revenue for the
year is decreased by 15.19% to Rs. 8,69,32,237 as compared to Rs. 10,01,35,136 during the
last year. The net profit after tax Increased by 98.76%. The net profit after tax
Increased from Rs. 9.15 lacs to Rs.740.54 lacs.
Transfer to Reserves:
The opening balance of Reserves and Surplus is Rs. 498.25 lacs. The entire net profit
of Rs. 740.54 lacs is transferred to Profit and loss. The Closing Balance of Reserves and
Surplus is Rs. 1238.79 lacs.
FINANCIAL RESULTS:
The companys financial performance for the year ended March 31, 2023 is summarized
below:
(Rs. In Lacs )
| The Break-up of Profit is given as follows |
31stMarch, 2023 |
31st March, 2022 |
| Total Revenue |
1607.27 |
1048.90 |
| Profit before Interest & Depreciation and T axation |
833.42 |
106.47 |
| Finance Cost |
38.78 |
41.17 |
| Depreciation |
51.52 |
58.15 |
| Total Expenditure |
864.15 |
1041.76 |
| Net Profit Before Taxation |
743.12 |
7.15 |
| Current Tax |
4.25 |
0.00 |
| Deferred Tax |
(2.11) |
(2.01) |
| Net Profit After Taxation |
740.54 |
9.15 |
DIVIDEND
In order to conserve the resources, your Directors do not recommend any dividend on
equity shares of the Company.
CHANGE IN NATURE OF BUSINESS:
There is no change in the nature of business of the Company during the year
SHARE CAPITAL:
During the year under review, there was no change in the Companys issued, subscribed
and paid-up equity share capital, on 316t March, 2023 it stood at Rs.
4,02,85,710/- divided into 40,76,781 equity Shares of Rs. 10/- each less Allotment of
Arrears of Rs. 4,82,100/-. The Company has neither issued shares with differential rights
as to dividend, voting or otherwise nor issued shares (including sweat equity shares) to
the employees or Directors of the Company, under any Scheme. No disclosure is required
under Section 67(3) (c) of Companies Act, 2013 in respect of voting rights not exercised
direcdy by the employees of the Company as the provisions of the said Section are not
applicable.
FUTURE PROSPECTUS:
Due to buoyancy in the economy and favorable economic condition, the performance of the
company will further improve in the years ahead.
MATERIAL CHANGES AND COMMITMENTS:
There are no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year of the company to which
the financial statements relate and the date of this report.
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and companys operations in future.
SUBSIDIARIES/ JOINT VENTURE/ ASSOCIATE COMPANIES:
Company has no subsidiary/joint ventures/associate companies. As there are no
subsidiaries, associates and joint ventures companies, no consolidated financial
statements required to be given.
DIRECTORS RESPONSIBILITY STATEMENT:
Your Directors Statement and confirm that:
l) in the preparation of the annual accounts, the applicable accounting standards had
been followed and there are no material departures from the same;
ii) 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 financial year and of the
profit and loss of the company for the year ended on that date.
iii) the directors had taken proper and sufficient care of 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;
iv) 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 are operating
effectively.
vi) the directors had devised proper systems to ensures compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
RELATED PARTIES TRANSACTIONS
There is no significant or material contract or arrangement entered into by the Company
with related parties referred to in sub-section (1) of Section 188 of the Companies Act,
2013. Your Directors draw attention of the members to Note 36 to the financial statement
which sets out related party disclosures.
COST AUDIT AND COST RECORDS:
The Provision of Cost audit and cost records is not applicable to the Company.
CORPORATE GOVERNANCE:
Corporate Governance provisions as stipulated in Chapter IV of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, is not
applicable to the Company and hence nothing to report thereon.
CORPORATE SOCIAL RESPONSIBILITIES:
As the Companys net worth, turnover or net profits are below the limit prescribed
under section 135 of the Companies Act 2013 and hence CSRis not applicable to your
Company.
RISK MANAGEMENT:
Your company has Risk Management Framework as approved by the Board of Directors which
provides mechanism to identify, evaluate business risk and opportunities. The risk
associated with the business of the Company, its root causes are reviewed and steps are
taken to mitigate the same. The Audit Committee and Board of Directors also reviews the
key risk associated with the business of the Company, the procedure adopted to assess the
risk, efficacy and mitigation measures.
INSIDER TRADING POLICY:
The Policy provides the framework in dealing with securities of the Company. The Policy
was revised and adopted effective April 01, 2019. The Insider trading policy was amended
in line with SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018. The Key
changes include, inter aha, change in definition of Designated Persons, Maintenance of
digital database, internal controls and policy and procedure for inquiry in case of leak
of UPSI.
INTERNAL FINANCIAL CONTROL:
The Company has a good system of internal controls in all spheres of its activity. The
internal control system is supplemented by effective internal audit being carried out by
an external firm of Chartered Accountants. The Audit committee regularly reviews the
findings of the internal auditors and effective steps to implement the suggestion /
observation of the Auditors are taken and monitored regularly. In the opinion of the
Board, an effective internal control system adequate to the size of the Company exists.
SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating
to ‘Meetings of the Board of Directors and ‘General Meetings, respectively,
have been duly followed by the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Act and the Articles of Association of the
Company, Ms. Aanchal Arvind Goenka & Mr. Himanshubhai Surendrabhai Shukla retire by
rotation at the ensuing Annual General Meeting and being eligible have offered themselves
for re-appointment.
COMPOSITION OF BOARD OF DIRECTORS AND ITS COMMITTEES:
Composition of Board
The Board of Directors has an optimum combination of Executive and Non-Executive
Directors and Independent directors in accordance with the provisions of the Act. The
composition of the Board of Directors of the company as on 31st March, 2023 is
as under:
| SI. No |
Name |
Designation |
Executive/ Non Executive |
| 1. |
Mr. Arvind Goenka |
Chairman & Managing Director |
Executive |
| 2. |
Mr. Pulkit Goenka |
Non Independent |
Non Executive |
| 3. |
Himanshubhai Surendrabhai Shukla |
Non Independent |
Non Executive |
| 4. |
Ms. Aanchal Goenka |
Non Independent |
Non Executive |
| 5. |
Mr. Chetan Popadal Patel |
Independent Director |
Non Executive |
| 6. |
Mr. Nirish Parikh |
Independent Director |
Non Executive |
| 7. |
Mr. Vivek Pareek |
Independent Director |
Non Executive |
08 (Eight) Board meetings were held during the year in accordance with the
provisions of the Act where due quorum were present in each meeting. The Agenda of the
board meeting and notes of the agenda are circulated to the directors well in advance. The
members of the board discussed each and every item of the agendas freely in detail. Dates
of Board Meeting and No. of directors attending meeting are:
| Sr. No. |
Date of meeting |
No. of directors present |
| 1 |
20.05.2022 |
7 |
| 2 |
27.05.2022 |
7 |
| 3 |
12.08.2022 |
7 |
| 4 |
17.08.2022 |
7 |
| 5 |
14.11.2022 |
7 |
| 6 |
16.12.2022 |
7 |
| 7 |
17.01.2023 |
7 |
| 8 |
14.02.2023 |
7 |
AUDIT COMMITTEE:
The company has an Audit Committee. The Composition of Committee is as under:
| SI N o. |
Name of Members |
Member/ Chairman |
No. of Meeting entitled |
Number of meeting Attended |
| 01 |
Mr. Nirish Parikh |
Chairman |
5 |
5 |
| 02 |
Mr. Chetan Popatlal Patel |
Member |
5 |
5 |
| 03 |
Mr. Himanshubhai Surendrabhai Shukla |
Member |
5 |
5 |
The composition of committee inter aha meets with the requirement of Section 177 of the
Companies Act, 2013. During the year under review, the audit committee met on 20.05.2022,
12.08.2022, 17.08.2022, 14.11.2022 & 14.02.2023.
FUNCTIONS AND POWERS OF A UDIT COMMITTEE:
The Committee shall have discussions with the auditors periodically about internal
control systems, the scope of audit including observation of the auditors and review of
financial statement before their submission to the Board and discuss any related issue
with internal and statutory auditors and the management of the company.
In discharging the function of the Audit Committee, the committee shall have the
authority to investigate into any matter in relating to any terms specified in Section 177
or referred to it by the Board and duties, authority and powers referred to SEBI (Listing
Obligations and Disclosure Requirements ) Regulations 2015.
RESPONSIBILITY OF THE COMMITTEE:
The Committee may assign any matter of importance nature relating to the accounts,
finance, taxation, inspection and investigation from time to tome and may require
submitting a report to the Board on such matters within the stipulated time.
The committee on any matter relating to financial management including audit report
shall submit a report to the Board from time to time.
The Board has accepted all the recommendation made by the Audit Committee.
NOMINATION AND REMUNERATION COMMITTEE:
The Company has Nomination and Remuneration Committee: The Composition of Committee is
in accordance with the Companies Act, 2013. Members of the Committee are as under:
| SI. No. |
Name of Members |
Member/Chairman |
No. of Meeting entitled |
Number of meeting Attended |
| 01 |
Mr. Nirish Parikh |
Chairman |
1 |
1 |
| 02 |
Mr. Chetan Popatlal Patel |
Member |
1 |
1 |
| 04 |
Mr. Himanshubhai Surendrabhai Shukla |
Member |
1 |
1 |
During the year 1 (one) meeting of the Nomination and Remuneration Committee was
held during the Financial year 2022-23 on 14.02.2023.
The Committee shall have at least the following basic responsibilities:
• To identify persons who are qualified to become directors and who may be
appointed in senior management in accordance with the criteria laid down, recommend to the
Board their appointment and removal and shall carry out evaluation of every directors
performance.
• To formulate and review criteria that must be followed for determining
qualification for determining qualifications, positive attributes and independence of
director.
• To recommend the Board a policy relating to the remuneration for the directors,
key managerial personnel and other employees and to ensure compliance with the
remuneration policy set forth by the Company.
• To propose to the Board the members that must form part of the Committee.
• To report on the systems and on the amount of the annual remuneration of
directors and senior management.
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Committee has Investor Grievance Committee as Stakeholders Relationship Committee.
The composition of the Committee is in accordance with the Companies Act, 2013. The
Composition of the Committee is as under:
| SI. No. |
Name of Members |
Member/Chair man |
No. of Meeting entitled |
Number of meeting Attended |
| 01 |
Mr. Ehmanshubhai Surendrabhai Shukla |
Chairman |
1 |
1 |
| 02 |
Mr. Vivek Ramesh Pareek |
Member |
1 |
1 |
| 03 |
Mr. Nirish Parikh |
Member |
1 |
1 |
During the Financial year, 1 (One) meeting of the Stakeholder Relationship Committee
was held on 14th February, 2023. Requisite quorum was present during the
meetings.
Basic Responsibilities of the Committee:
• Considering and resolving the grievance of shareholders of the Company with
respect to transfer of shares, non receipt of annual report etc.
• Ensuring expeditious share transfer process in line with the proceedings of the
Share Transfer Committee.
• Evaluating performance and service standards of the Registrar & Share
Transfer Agent of the Company.
• Providing guidance and making recommendation to improve service levels for
investors.
Details of the Meeting and its attendance are given as under:
|
Board Meeting |
Audit Committee |
Nomination & Remune ration Committee |
Stakeholders Relationship Committee |
| No. of Meetings held |
8 |
5 |
1 |
1 |
| Attendance |
|
|
|
|
| Mr. Nirish J. Parikh |
8 |
5 |
1 |
1 |
| Mr.. |
8 |
5 |
1 |
1 |
| Himanshubhai Surendrabhai Shukla |
- |
- |
- |
- |
| Mr. Pulkit Goenka |
8 |
- |
- |
- |
| Mr. Arvind Goenka |
8 |
- |
- |
- |
| Ms. Aanchal Goenka |
8 |
- |
- |
- |
| Mr. Vivek Pareek |
8 |
- |
- |
1 |
| Mr. Chetan Popatlal Patel |
8 |
5 |
1 |
- |
BOARD EVALUATION:
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an
annual performance evaluation of its own performance, the directors individually as well
as the evaluation of the working of its Audit, Nomination & Remuneration and
Stakeholders Relationship Committee.
Various aspects of the Boards functioning were evaluated such as adequacy of the
composition of the Board and its Committees, Board culture, execution and performance of
specific duties, obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directors
including the Chairman of the Board, who were evaluated on parameters such as level of
engagement and contribution, independence of judgment, safeguarding the interest of the
Company and its minority shareholders etc. The performance evaluation of the Independent
Directors was carried out by the entire Board. The performance evaluation of the Chairman
and the Non Independent Directors was carried out by the Independent Directors. The
Directors expressed their satisfaction with the evaluation process.
DECLARATION BY INDEPENDENT DIRECTORS:
The Independent directors have submitted their disclosure to the Board that they
fulfill all the requirements as to qualify for their appointment as an Independent
Director under the provisions of the Companies Act, 2013 and under the Listing Agreement
with the Stock Exchanges.
Note: All Independent Directors have not passed online proficiency self-assessment
test for independent directors.
DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013:
The Company has received the disclosure in Form DIR - 8 from its Directors being
appointed or reappointed and has noted that none of the Directors are disqualified under
Section 164(2) of the Companies Act, 2013 read with Rule 14(1) of Companies (Appointment
and Qualification of Directors) Rules, 2014.
REMUNERATION TO DIRECTORS:
The remuneration paid to Directors, Non-Executive Directors and Independent Directors
are disclosed in the Extract to the Annual Return i.e. MGT — 9 as available on the
website of the company at www.advancemulti.com.
VIGIL MECHANISM
Company has vigil mechanism in force to deal with instances of fraud and mismanagement
if any. The mechanism ensures that strict confidentiality is maintained whilst dealing
with the concern and also that no discrimination will be meted to any person for a
genuinely raised concern. The Chairman of the Audit Committee may also be contacted by
employees to report any suspected or concerned incident of fraud / misconduct.
The detail of the Policy has been posted on the website of the Company.
EMPLOYEE STOCK OPTION ETC:
During the year there are no issue of equity shares with differential rights, no issue
of sweat equity shares, no issue of employee stock options and no provision of money by
company for purchase of its own shares by employees or by trustees for the benefit of the
employees, the details required to be given under various rules issued under the Companies
Act 2013 is NIL.
SECRETARIAL AUDITOR:
The Board has appointed Sourabh Patawari, Practicing Company Secretary to conduct
Secretarial Audit for the financial year 2022-2023. The secretarial Audit Report for the
financial year March 31, 2023 is annexed herewith as Annexure A to the Report. With
respect to the observation of the Secretarial Auditor, the Board re pli es hereunder:-
1. Towards STLBI Circular on 100% of promoters holding in demat form, the Company has
86.40% of promoters holding in dematform.
Reply: Your directors submit that some of the promoters are in active promoter and one
or two are death case. The Company has already taken step and been able to get 86.40%
promoters holding in demat form. The process is on for getting rest of promoter shares in
demat form and it will be completed very shortly.
2. The Company has NOTpaid listing fees for the year 2022 — 2023.
Reply:
Due to suspension of securities, the Company has not paid the listing fees. The Company
is under Process for revocation of suspension of securities and the same will be paid.
AUDITORS AND AUDITORS REPORT:
In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. Suresh R Shah
& Associates, Chartered Accountants., has been re- appointed as Statutory Auditors of
the Company till the conclusion of Annual General Meeting for the F. Y. 2026-27, as
approved by the members at their Annual General Meeting held on 30, September, 2022.
There is no qualification or adverse remarks made by the auditors in their report.
No fraud has been reported by the auditors in their report.
INTERNAL AUDITORS:
The Board of Directors has appointed Tibrewal Bhagat & Associates, Chartered
Accountants, (M.No.: 125173) as Internal Auditors of the Company. The Audit Committee of
the Board of Directors in consultation with the Internal Auditors, formulate the scope,
functioning periodicity and methodology for conducting the internal audit.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the workplace and has
adopted a policy on prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.
The Company always endeavours to create and provide an environment that is free from
discrimination and harassment including sexual harassment. The Company has in place a
robust policy on prevention of sexual harassment at workplace. The policy aims at
prevention of harassment of employees as well as contractors and lays down the guidelines
for identification, reporting and prevention of sexual harassment.
During the Financial Year 2022-2023, the Company has not received any complaint of
sexual harassment.
LOANS, GUARANTEE, INVESTMENTS AND SECURITY
Particulars of investment made, loans given etc are given in the financial statement
(Please refer to Note 4 and 5 to financial statement). The Company has not provided any
guarantee for the loans availed by others. The Company has not provided any security for
the loans availed by others.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO
ARE AS FOLLOWS:
Our industry is not heavy consumer of energy, further during the year under review the
company made efforts to conserve energy through reduction consumption, the company will
continue to endeavor of conserve energy and use it more efficiently. Particulars of Energy
conservation and its use is given below:
| Particulars |
2022-2023 |
2021-2022 |
| Electricity Purchase |
2100039 |
2036615 |
| Total Amount (Rs.) |
19636639.61 |
17559546 |
| Rate per unit (Rs.) |
9.35 |
8.62 |
Company is having its own research & development facilities. The process of
development is a continuous process resulting in development of new & import
substitute products. Company is taking all appropriate measures to absolve the technology
in its area of operation.
Particulars of Foreign exchange earnings and outgo is provided in the notes to the
accounts. Members are requested to refer the same.
EXTRACT OF ANNUAL RETURN:
Pursuant to provision of Section 92 (3) of provision of the Companies Act, 2013 and of
Rule 12 of Companies (Management and Administration) Rules, 2014 the extract of the annual
return in form MGT-9 for the Financial Year ended on 31st March, 2023 is
available on the website of the company at www.advancemulti.com.
PARTICULARS OF EMPLOYEES AND OTHER RELATED DISCLOSURES:
The Company has no employee drawing the remuneration of One Crore and two Lakh rupees
or more or if employed for the part of the financial year was in receipt of remuneration
of Eight lakh fifty thousand Rupees or more per month.
However the information required pursuant to Section 197 read with Rule, 5(1) of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
employees of the Company, is provided in Annexure B to the report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
with the Stock Exchange, the Management Discussion and Analysis report form part of the
Annual Report and is annexed herewith as Annexure C.
REMUNERATION POLICY
The companys policy relating to appointment of directors, payment of managerial
remuneration, directors qualifications, positive attributes, independence of directors
and other related matters as provided under Section 178(3) of the Companies Act, 2013 is
furnished in Annexure — D and is attached to this report.
DEPOSITS:
Your Company has not accepted any deposits which fall under Chapter V and Section 73 to
Section 76 of the Companies Act, 2013.
DETAILS OF APPLICATIONS MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE 2016:
During the year under review, there were no applications made or proceedings pending
under the Insolvency and Bankruptcy Code, 2016.
DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION
WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:
During the year under review, there has been no one time settlement of loans from the
Bank or Financial Institutions.
GENERAL SHAREHOLDER INFORMATION
| 44th Annual General Meeting |
|
| Venue |
36, Kothari Market, Kankaria Road, Ahmedabad — 380 022. |
| Date |
September 30, 2023 |
| Time |
04:00 P.M. |
| Book Closure |
From 24/09/2023 to 30/09/2023 (both days inclusive) |
LISTING OF SHARES: BSE
Your Company is currently listed with BSE Ltd. The company has not paid listing fees
for the year 2022-2023. The Company is suspended on BSE Portal.
ISIN of the Company: INE875S01019.
REGISTRAR AND SHARE TRANSFER AGENTS: (R & T) & SHARE TRANSFER SYSTEM
The company has appointed M/s. Bigshare Services Private Limited, A-802, Samudra
Complex, off C G Road, Navrangpura, Near Girish Cold Drinks Ahmedabad 380009, Gujarat
India.as Registrar and Transfer Agents for electronics shares. The average time taken in
transfer of shares is 15 days provided documents are correct and valid in all respect. The
depositories directly transfer the dematerialized shares to the beneficiaries.
ACKNOWLEDGMENT:
Your Directors wish to place on record their deep sense of gratitude to Banks for their
continued support and cooperation. Our sincere thanks are also due to our esteemed
customers, suppliers and finally to employees of the Company for their untiring efforts
and commitment to their duties.
By Order of the Board of Directors
For, Advance Multitech Ltd
Arvind Goenka
Chairman & Managing Director
DIN: 00093200
Registered Office :
36, Kofhari Market,
Ahmedabad — 380 022
Place: Ahmedabad
Date: 14.08.2023
+91-9892691696
