Dear Members,
The Directors have pleasure in submitting their 23rd Annual Report together
with the Audited Statements of Account for the year ended on March 31, 2017.
Financial Performance
The Companys financial performance for the year ended 31st March, 2017 is summarized
below:
|
|
Rs. (In Lacs) |
| Financial Result |
Year Ended 31.03.2017 |
Year Ended 31.03.2016 |
| Total Revenue |
1253.17 |
1075.89 |
| Profit /(Loss) Before Tax |
(129.44) |
71.16 |
| Less: Tax Expenses |
(13.73) |
33.66 |
| Profit /(Loss) After Tax |
(115.70) |
37.50 |
Operating & Financial Performance
The current recession prevailing in the economy has marred the performance of the
Company. During the year, the net revenue from operations of your Company increased by
16.48% from Rs. 1075.89 Lakhs to Rs. 1253.17 Lakhs. For FY 2016-17, your Companys loss
after tax stood at Rs. 115.70 Lakhs vis-a-vis a profit of Rs. 37.50 Lakhs in the previous
year.
Change in the nature of business, if any
There is no change in the nature of the business of the Company.
Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and companys operations in future
There were no significant and material orders passed by regulators or courts or
tribunals impacting the going concern status and Companys operations in future.
Material changes and commitments, if any, 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 the report
There were no material changes and commitments affecting the financial position of the
Company occurring between March 31, 2017 and the date of this Report of the Directors.
Subsidiary / Joint Ventures / Associates
The Company has no subsidiaries or associated companies therefore disclosures in this
regard are not provided in this Report.
Dividend
With the view to conserve the resources of company your directors regret to recommend
any dividend for the period under report.
Share Capital
The paid up Equity Share Capital as on March 31, 2017 was Rs. 11,63,83,000/-. During
the year under review the company has not issued any shares or any convertible
instruments.
Management Discussion and Analysis Report
Industry Trend and Development
The Company is engaged in manufacturing of Electrical Panel Boardas well as provides
engineering, procurement, construction, project management and commissioning services to
the Power Sector leveraging its proven project management and delivery experience. The
demand for the Companys product in coming years will increase significantly.
Opportunities and Threats
The Board has decided to diversify into the field of EPC Contracts in Power Sector and
the negotiations with major players in this field are at concrete stage. The Companys
nature of business is capital intensive and hence any delay in cycle causes huge interest
loss and marks the bottom line of the Company.
Risk and Concern
The threat is also from unorganized small scale entrepreneurs who sometimes run away
with big orders due to their small set up cost. The nature of industry demands blocking of
capital for a long period and hence more credit support from the banks are required.
Outlook
The current scenario is very encouraging because the major thrust of our Government is
on Power and Infrastructure sector. Meanwhile Eastern and North Eastern region is
witnessing the maximum development in the power sector. We are in a commanding position
for all North Eastern demand of these Large Transformers as we are at the gateway to the
entire region.
Internal Financial Control
The Company has in place adequate internal financial controls with reference to
financial statements. During the year, such controls were tested and no reportable
material weaknesses in the design or operation were observed.
Companys Policies on Remuneration, Employee Concern (Whistle Blowing) and also the
Code of Conduct applicable to Directors and Employees of the Company have been complied
with. These Policies and the Code of Conduct are available on the Companys website at
www.advancepowerinfratech.com
Segment wise performance
The Company is primarily a manufacturer and trader of electrical transformer as a
single unit. Accordingly, the Company is a single business segment company.
Risk Management
Although the company has long been following the principle of risk minimization as is
the norm in every industry, it has now become a compulsion. The Board members were
informed about risk assessment and after which the Board formally adopted and implemented
the necessary steps for monitoring the risk management plan for the Company.
Board of Directors
In accordance with the provisions of Companies Act, 2013 Mrs. Smriti Chattopadhyay
(DIN: 07581513), Director of the Company retires by rotation and being eligible offers
herself for reappointment.
Mr. Tinku Mohammad has resigned from the post of Chief Financial officer of the Company
w.e.f.
30.05.2017.
All the Independent directors have given declaration that they meet the criteria of
independence as laid down under the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.
All Directors, Key Managerial Personnel and senior management of the Company have
confirmed compliance with the Code of Conduct applicable to the Directors and employees of
the Company. The Code of Conduct is available on the Companys website:
www.advancepowerinfratech.com. All Directors have confirmed compliance with provisions of
section 164 of the Companies Act, 2013.
Meetings of Board and Committees
The details of number and dates of meetings held by the Board and its Committees and
attendance of Directors is given separately in the attached Corporate Governance Report.
Directors Responsibility Statement
The Board of Directors acknowledges the responsibility for ensuring compliance with the
provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 in the
preparation of the annual accounts for the year ended on 31.03.2016 and state that :
(i) in the preparation of the annual accounts, the applicable accounting standards have
been followed along with proper explanation relating to material departures, if any;
(ii) the Directors have 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 of the Company for that period;
(iii) the Directors have 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;
(iv) the Directors have prepared the annual accounts on a going concern basis;
(v) the Directors have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; and
(vi) There is a proper system to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Contracts and Arrangements with Related Party
The related party transactions in accordance with provisions of section 188 of the
companies Act, 2013 and as identified by Management and auditors are disclosed in AOC-2
form vide Annexure-I.
The policy on Related Party Transactions as approved by the Board is uploaded on the
Companys website at:www.advancepowerinfratech.com . None of the Directors has any
pecuniary relationships or transactions vis-a-vis the Company.
Key Managerial Personnel
The following persons are the Key Managerial Personnel of the Company in compliance
with the provisions of Section 203 of the Companies Act, 2013 as on 31.03.2017:
a) Mr. Akhilesh Kotia - Managing Director
b) Mr. Tinku Mohammad - CFO *
* Resigned w.e.f. 30.05.2017.
Board Evaluation
Pursuant to the provisions of Companies Act, 2013, SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Guidance Note on Board Evaluation issued by
SEBI dated
05.01.2017, the Board has carried out annual performance evaluation of its own
performance, the directors individually as well as the working of its committees.
Corporate Governance
Report on Corporate Governance along with the certificate thereon as obtained from M/s.
A. K. Labh & Co., Company Secretaries is separately attached as Annexure II and
Annexure III respectivelyand forms a part of the Directors Report.
Audit Committee
The Audit Committee comprises of the following Directors:
| Name |
Status |
Category |
| Ms. Divya Arora |
Chairperson |
Independent Director |
| Mr. Mohd. Mohiuddin Laskar |
Member |
Independent Director |
| Mrs. Smriti Chattopadhyay |
Member |
Director |
During the year there were no instances where the Board had not accepted the
recommendations of the Audit Committee.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee comprises of the following Directors:
| Name |
Status |
Category |
| Ms. Divya Arora |
Chairperson |
Independent Director |
| Mr. Mohd. Mohiuddin Laskar |
Member |
Independent Director |
| Mrs. Smriti Chattopadhyay |
Member |
Director |
The Companys Remuneration Policy is available on the Companys website
www.advancepowerinfratech.com and is attached as Annexure - IV and forms part of this
Report of the Directors.
Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of the following Directors:
| Name |
Status |
Category |
| Ms. Divya Arora |
Chairperson |
Independent Director |
| Mr. Mohd. Mohiuddin Laskar |
Member |
Independent Director |
| Mrs. Smriti Chattopadhyay |
Member |
Director |
Vigil Mechanism
In order to ensure that the activities of the Company and its employees are conducted
in a fair and transparent manner by adoption of highest standards of professionalism,
honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy
which is available on the Companys website www.advancepowerinfratech.com
Corporate Social Responsibility
The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not
applicable to the Company.
Listing
The shares of the Company are listed on the Bombay Stock Exchange. The Companys
application for delisting of its shares iS pending with the Calcutta Stock exchange. The
Companys shares are compulsorily traded in the dematerialized form. The ISIN number
allotted is INE009D01017.
Statutory Audit
Mr. K M Roy, Chartered Accountants (Membership No: 053720), Kolkata, the Auditors of
your company is retiring at the forthcoming Annual General Meeting and is eligible for
re-appointment.
The observations of Auditors in their report read with the relevant notes to Financial
Statement are self explanatory and therefore do not require further explanations.
Secretarial Audit
A Secretarial Audit was conducted during the year by the Secretarial Auditor, P.
Dhanuka & Associates, Practicing Company Secretary (C. P. No. 15862), in accordance
with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Auditors
Report is attached as Annexure - V and forms a part of this Report of the Directors. As
far as his observation is count, the Company is in process of appointing a Company
Secretary.
Internal Auditor
M/S Kataruka and Company, Chartered Accountants of P-44 RabindraSarani, 5th
floor, Kolkata- 700001 performed the duties of internal auditors of the company and their
report is reviewed by the audit committee from time to time.
Deposits
The Company has not accepted any deposits from the public, and as such, there are no
outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.The
loans from the directors/ relatives of Directors are duly mentioned in accounts and is
self- explanatory. The Directors have confirmed that these loans have not been given from
the borrowed sources / funds.
Loans, guarantees and investments
The particulars of loans, guarantees and investments made in securities under Section
186 of the Companies Act, 2013 has been provided in the financial statements of the
Company.
Conservation Of Energy, Technology Absorption, Foreign Exchange Earning and Outgo:
In compliance with the provisions of section 134(3) (m) read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 your company has to report that:
a) Your Company has neither carried out any Research and Development Work nor spent any
amount on it.
b) There were no foreign exchange earnings or outgo.
Extract of Annual Return
The details forming part of the extract of the Annual Return in form MGT - 9 is annexed
herewith as Annexure - VI.
Managerial Remuneration
The information required pursuant to Section 197(12) read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, in respect
of employees of the Company is attached here as Annexure - VII and forms a part of the
Directors Report.
Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
Your Directors state that during the year an Internal Complaint Committee has been
formed to review the cases filed pursuant to Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and further state that, there were no
cases reported in respect to above mentioned Act.
Acknowledgement
Your Directors take the opportunity of placing their sincere appreciation to the
Central Government, State Government, Banks, Financial Institutions, employees,
associates, consultants and members of the company for their valuable guidance and
support.
| Registered Office: |
On behalf of the Board |
|
| 4, ChandniChowk Street |
Sd/- |
Sd/- |
| Kolkata-700072 |
Md. MohiuddinLaskar |
AkhileshKotia |
| Dated: 30.05.2017 |
Director |
Managing Director |
|
(DIN: 06727819) |
(Din: 00076777) |
+91-9892691696
