Advance Multitech Ltd Directors Report.

To

The Members,

Your Directors are pleased to present 39th Annual Report and the company’s audited financial statement for the financial year ended March 31, 2018.

FINANCIAL RESULTS:

The company’s financial performance for the year ended March 31, 2018 is summarized below:

The Break-up of Profit is given as follows 31st March, 2018 31st March, 2017
Total Revenue 139739003 132305907
Total Expenditure 131065453 122759382
Net Profit Before Taxation 8673550 9546525
Current Tax 1650000 1917620
Deferred Tax 226893 1892519
Net Profit After Taxation 6796657 5736386
Add/Less : Excess/Short Provision for Income Tax. (102387) 0
Profit for the Period for Appropriation 6899045 5736386
Earning Per Shares
Basic 1.69 1.41
Diluted 1.69 1.41

Dividend

In order to conserve the resources, your Directors do not recommend any dividend on equity shares of the Company.

Brief description of the Company’s working during the year/State of Company’s affairs:

Figure for the current year was quite satisfactory. The consolidated revenue for the year is increased by 5.62% to Rs. 1397.39 Lacs as compared to Rs. 1323.05 Lacs during the last year. On account of cubing of administrative and other expenses helped to hike net profit after tax & provisions to Rs. 68.99 Lacs as against Rs.57.36 Lacs during the last year representing an increase of 20.28% during the year.

The Company does not propose to transfer to reserves and entire profit is proposed to be retained in the Statement of Profit & Loss in the form of surplus.

There is no change in the nature of business of the Company during the year.

Future Prospectus:

Due to buoyancy in the economy and favourable 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 company’s 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:

i) 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 (c) to the financial statement which sets out related party disclosures.

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 Company’s net worth, turnover or net profits are below the limit prescribed under section 135 of the Companies Act 2013 and hence CSR is 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.

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.

Directors and Key Managerial Personnel:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Shailesh Dhruv (DIN 00176619) and Mr. Shaileshsingh Rajput (DIN 00176962) 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, 2016 is as under:

Sl. No. Name Designation Executive/ Non Executive
1. Mr. Arvind Goenka Chairman & Managing Director Executive
2. Mr. Shailesh Dhruv Whole time director Executive
3. Mr. Pulkit Goenka Non Independent Non Executive
4. Mr. Ashok Goenka Non Independent Non Executive
5. Mr. Shaileshsingh Rajput Non Independent Non Executive
6. Ms. Aanchal Goenka Non Independent Non Executive
7. Mr. Omprakash Jalan Independent Director Non Executive
8. Mr. Nirish Parikh Independent Director Non Executive
9. Mr. Vivek Pareek Independent Director Non Executive

6 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:

Date of meeting No. of directors present
29/05/2017 9
10/08/2017 8
14/08/2017 8
14/11/2017 8
14/02/2017 8
30/03/2018 9

Audit Committee:

The Company has an Audit Committee. The Composition of Audit Committee is as under:

Sl. No. Name Designation Position in Committee
01 Mr. Omprakash Jalan Director Chairman
02 Mr. Nirish Parikh Director Member
03 Mr. Shaileshsingh Rajput Director Member

The composition of committee inter alia meets with the requirement of Section 177 of the Companies Act, 2013

Functions and Powers of Audit 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.

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:

Sl. No. Name Designation Position in Committee
01 Mr. Nirish Parikh Director Chairman
02 Mr. Omprakash Jalan Director Member
03 Mr. Shaileshsingh Rajput Director Member

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 director’s 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 Stakeholders Relationship Committee. The composition of the Committee is in accordance with the Companies Act, 2013. The Composition of the Committee is as under:

Sl. No. Name Designation Position in Committee
01 Mr. Shaileshsingh Rajput Director Chairman
02 Mr. Omprakash Jalan Director Member
03 Arvind Goenka Director Member
04 Ashok Goenka Director Member

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 & Remuneration Committee Stakeholders Relationship Committee
No. of Meetings held Attendance 6 4 1 4
Mr. Omprakash Jalan 6 4 1 4
Mr. Nirish J. Parikh 6 4 1 -
Mr. Shaileshsingh Rajput 6 4 1 4
Mr. Ashok Goenka 6 - - 4
Mr. Arvind Goenka 6 - - 4
Ms. Aanchal Goenka 2 - - -
Mr. Vivek Pareek 6 - - -

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 Board’s 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.

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 Annexure A to the Board Report.

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.

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 Mr. Bipin L. Makwana, Practicing Company Secretary to conduct Secretarial Audit for the financial year 2017-2018. The secretarial Audit Report for the financial year March 31, 2018 is annexed herewith. With respect to the observation of the Secretarial Auditor, the Board replies hereunder:-

1. Towards SEBI Circular on 100% of promoter’s holding in demat form, the Company has 86.40% of promoter’s holding in demat form.

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 not updated its website as required under the Listing requirement.

The Company is taking steps to update its website as per the listing requirement and it will be completed soon.

Auditors and Auditors Report:

M/s. Suresh R. Shah & Associates, Chartered Accountants (Firm Registration No.110691W) were appointed as Statutory Auditors of the Company to fill up casual vacancy caused by resignation of M/s. Abhishek Kumar & Associates, Chartered Accountants, Ahmedabad (FRN 130052W) as Statutory Auditors of the Company. M/s. Suresh R. Shah & Associates, Chartered Accountants will hold office upto the date of forthcoming annual General Meeting. The Board has recommended their appointment as Statutory auditors of the company for a period of four years at the forthcoming annual general meeting.

qualifications, reservation or adverse remark or disclaimer, if any made by the statutory auditors in their auditor’s report are self explanatory and do not call for any clarification.

Loans, Guarantee, Investments and Security

Particulars of investment made, loans given etc are given in the financial statement (Please refer to Note 6 and 7 to financial statement).

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 2017-2018 2016-2017
Electricity Purchase 1979581 1806516
Total Amount (Rs.) 15256220 13441158
Rate per unit (Rs.) 7.71 7.44

Company is having it’s 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 given as under:

Particulars 2017-2018
Foreign Exchange Earnings (Rs.) Nil
Foreign Exchange Outgo (Rs.) 11,79,241

Extract of Annual Return:

Extract of the Annual Return of the Company is enclosed herewith as an annexure A to this Report.

Particulars of Employees and Other Related disclosures:

The Company has no employee drawing the remuneration of Rs.5 Lacs p.m or Rs.60 Lacs p.a.

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 C to the 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.

General Shareholder Information

39th Annual General Meeting

Venue Plot No,167, Pirana Approach Village Piplej,
Ahmedabad: 382405
Date September 29, 2018
Time 2.30 p.m
Book Closure From 22/09/2018 to 29/09/2018 (both days inclusive)

Listing of Shares:

Your Company is currently listed with BSE Ltd. The company is in process of paying listing fees for the year 2018-2019. 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 1st Floor, Bharat Tin Works Building, Opp. Vasant Oasis, Makwana Road, Marol, Andheri East, Mumbai: -400059 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
For, Advance Multitech Ltd
Arvind Goenka
Chairman & Managing Director
DIN 00093200
Registered Office :
36, Kothari Market,
Ahmedabad – 380 022
Place: Ahmedabad
Date: 30/05/2018