Advance Multitech Ltd Management Discussions.

MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW:

The financial, statements of the company have been prepared in compliance with the requirements of the companies Act,1956 and Generally Accepted Accounting Principles (GAAP) in India. There are no material departures from prescribed accounting standards in the adoption of accounting standards. The management of the company accepts responsibility for the integrity and objectivity of these financial statements, as well as for various estimates and judgements used therein. The estimates and judgements relating to the financial statements have been made on a prudent and reasonable basis, in order that the financial statements reflect in a true and fair manner, the form and substance of transactions and reasonably present the companys state of affairs and profit for the year.

INDUSTRY STRUCTURE AND DEVELOPMENTS :

Rubber Blanket is used in cloth printing machinerys, Conveyor Belt si used in Mining, Refineries and Bottling plant, While Rubberised Sheets are used in Defence most of the products, which are manufactured by the company are produced by the small scale industries. There are only few companys in India which are engaged in the manufacturing of these products. Most of these companys are in the city of Ahmedabad. Large quantity of these products are also imported from European countries. The company is at present engaged in the manufacturing of rubber products which are mainly used in Textiles, Steel, Mines, Infrastructure, Food Industries etc.as economic situation is gradually improving, the company expects performance in years ahead. Special Rubber Coated Fabrics and Special Conveyor Belt which have been launched during the last year has help in increasing the sales turnover of the company. The Company has developed special products for Marine Industries and floating roof for refinery Industries and also developed special Rubber Blanket for long printing machine.

SWOT ANALYSIS OF THE COMPANY :

(OPPORTUNITY, RISK, CONCERN AND THRAT)

STRENGTHS :

Operating in a value added segment with integrated manufacturing facilities.

High quality of products.

Good products portfolio

Successful and rapid penetration in domestic market.

State of the art plant with latest technology.

Easy availability of raw materials.

Cordial labor and Industrial relations and relations with suppliers and customers.

WEAKNESSES :

High cost debts.

Low market capitalisation of equity shares.

Absence in export market.

Normal market competition.

OPPORTUNITIES :

Growing market for Rubber Blanket, Rubberised products, Conveyor belt and Rubber fabrics.

Expectation of Robost Economic Growth.

Committeed Workforce and Cordial industrial relations.

Good Net-work in government supply.

Emerging overseas market.

THREATS:

Uncertainty of Economic Environment.

Communal disturbances in the City.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUANCY :

The company has a proper and adequate system if internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that transactions are authorized, recorded and reported correctly. The internal control system is supplemented by an extensive program internal audit review by management and documented policies, guidelines and procedures.

The company has an effective system in place towards achieving efficiency in operations, optimum and effective utilization of resources monitoring thereof and compliance with applicable laws. This is continually reviewed for effectiveness and is augmented by written policies and guidelines, the careful selection of qualified personnel.

RISKS & MANAGEMENT PERCEPTION :

Risk is inherent aspect of business. Risk taking is essential for growth. The negative fallouts of such an ingredient, however, need to be managed through effective risk mitigation both at the strategic as well as at the transactional level. The operations of the company are subject to general business risks and competition in the industry.

INDUSTRIAL RELATIONS & HUMAN RESOURCE MANAGEMENT :

The company has always recognized the manpower as its asset and that the people had been the driving force for the growth and expansion of the company. The company has always laid special emphasis on the training and development on its people during the year. Industrial relations during the year were cordial and peaceful. The company has taken a number of new initiatives, to improve efficiencies and welfare of its employer.

OUTLOOK:

As India progressively moves to a free market environment, international producers will have increased access to the Indian market either through the establishment of manufacturing bases in India or from overseas. Indian manufacturers therefore would urgently need to re-engineer themselves, wherever possible, to complete in this environment in terms of costs, quality and product innovation. The company continued its emphasis as technology up-gradation and efficiency in operation. The companys initiatives for the past few years to modernize its facilities, focus on high-end products, substantially increase its efficiency and to face the global challenges ahead, both within India and overseas markets.

CAUTIONARY STATEMENT :

Statements in the Management Discussion and Analysis describing the companys objectives, projections, estimates and expectations may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied. Important factors that could make a difference to the companys operations include economic conditions affecting demand/supply and price conditions in the domestic markets in which the company operates, changes in the government regulation, tax laws and other statutes a*nd other incidental factors.

Certificate of Compliance with the Code of Business Conduct

To,

The Shareholders,

Advance Multitech Limited

Advance Multitech Limited has in place a Code of Business Conduct (the"Code") for its Board of Directors and senior management personnel. I report that the Board of Directors has received affirmation on compliance with the Code from the members of the Board and senior management of the Company for the year under review.

Ahmedabad Arvind Goenka
30.05.2014 Chairman

CERTIFICATE

To the Members of

Advance Multitech Ltd.

We have examined the compliance of conditions of Corporate Governance by Advance Multitech Ltd. for the year ended on 31s! March, 2014 as stipulated in clause 49 of the listing agreement of the said company with the Bombay Stock Exchange Limited.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination has been limited to a review of the procedures and implementations thereof adopted by the company for ensuring compliance with the conditions of the certificate of corporate governance as stipulated in the said clause. It is neither and audit not an expression of opinion on the financial statements of the company.

In our opinion and to the best of our information and according to the explanations give n to us and the representations made by the Directors and the management , we certify that the company has complied with the conditions of corporate governance as stipulate in clause 49 of the above mentioned listing agreement .

As required by the guidance note issued by the Institute of Chartered Accountants of India, we have to state that no shareholders/investor grievance were pending for a period of one month against the company as per the records maintained by the shareholders Investors Grievance Committee.

We further state that such compliance is neither an assurance as to the future viability of the company nor of the efficiency of effectiveness with the management has conducted the affairs of the company.

As per our Report of Even Date
For and on Behalf of
For, Nahta Jain & Associates
Place : Ahmedabad Chartered Accountants
Dare : 30.05.2014 (CA.Gaurav Nahta)
Partner
M.No.116735

COMPLIANCE CERTIFICATE

Company No.:04:6698 Nominal Capital :Rs.500 Lacs.
To,
The Members
Advance Multitech Limited

I have examined the registers, records, books and papers of M/s Advance Multitech Limited as required to be maintained under the Companies Act, 1956 (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Associations of the Company for the financial year ended on 31st March, 2014. In My opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the company, its officers and agents, I certify that in respect of the aforesaid financial year :

1. the company has kept and maintained all registers as stated in Annexure A to this certificate, as per the provisions and the rules made there under and all entries therein have been duly recorded.

2. the company has duly filed the forms and returns as stated in Annexure B to this certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time prescribed under the Act and the rules made there under.

3. the Company is a Public limited company and having the paid up capital exceeding minimum capital under the Act. The other comments are not required.

4. the Board of Directors duly met 8 times on 18/04/2013, 30/04/2013, 31/05/2013, 18/06/2013, 31/07/2013, 02/09/2013, 30/10/2013 and 31/01/2014 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose.

5. the Company has closed its Register of Members from 25lh September, 2013 to 30th Sep-tember, 2013 in accordance with the provisions of Section 154 of the Act.

6. the annual general meeting for the financial year ended on 31/03/2013 was held on 30/09/ 2013 and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose.

7. No Extra Ordinary General meeting was held during the year.

8 during the year, the company has not granted loan to director, companies, firms and other parties referred in Section 295 of the Act or Section 185 of the Companies Act, 2013.

9. The company has not entered into Contract falling within the purview of Section 297 of the Act during the year under review.

10. the company has made entries in the register maintained under Section 301 (3) of the Act.

11. As there were no instances falling within purview of Section 314 of the Act, the company has not obtained any approval from the Board of Directors, Members and Central Government.

12. the Board of Directors or committee of Directors has not approved the issue of duplicate share certificates.

13. the Company has

(i) not made allotment of securities during the year. The Company has delivered all the certificates on lodgment thereof for transfer/ transmission within the time prescribed under the provisions of the Act barring few exception of delayed transfer.

(ii) not deposited the amount of dividend since it has not declared the dividend during the year

(iii) not paid/posted warrants for dividends to all the members and deposited unpaid dividend as required under the Act as it has not declared any dividend during the year

(iv) no transfer of the amounts on account of application money due for refund, matured deposits, matured debenture and the interest accrued thereon which have remained unclaimed or unpaid for a period of 7 years to Investor Education and Protection Fund was involved.

(v) duly complied with the requirement of Section 217 of the Act to the extent applicable to it.

14. the Board of Directors of the company is duly constituted and appointment of directors have been duly made.

15. The company has not appointed Managing Director/ whole time director/ executive director during the year under review.

16. the Company has not appointed sole selling agent.

17. there were no instances requiring the company to obtain approval of the Central Government, Company Law Board, Regional Director, Registrar or such other authorities as may be prescribed under the various provisions of the Act.

18. the directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under

19. the company has not issued any Shares/ debentures or other securities during the financial year.

20. the company has not bought back any shares during the year under scrutiny.

21. the company has not redeemed any preference shares/debentures during the year.

22. there were no instances requiring the company to keep in abeyance rights to dividend, rights shares and bonus shares pending registration of transfer of shares.

23. the company has not accepted any deposit from the public during the year but it has taken unsecured loans from companies, firms or other parties covered under Section 301 of the Companies Act, 1956.

24. during the year the company has borrowed moneys in accordance with the provisions of Section 293 (1) (d) of the Companies Act, 1956.

25. during the year under review, the Company has not made investment /advanced loan or given guarantees or provided securities as referred to in Section 372A of the Act.

26. the company has not altered the provisions of the memorandum with respect to situation of the companys registered office from one state to another during the year under scrutiny.

27. the company has not altered the provisions of the memorandum with respect to the objects of the company during the year under scrutiny.

28. the company has not altered the provisions of the memorandum with respect to name of the company during the year under scrutiny.

29. the company has not altered the provisions of the memorandum with respect to share capital of the company during the year under scrutiny.

30. the company has not altered its articles of association during the year under review.

31. as informed to me by the Management that no prosecution has been initiated against or show cause notices received by the company for alleged offences under the Act and also the fines and penalties or any other punishment imposed on the company.

32. the company has not received any sum as security as referred to in Section 417 (1) of the Act, from its employees during the year under certification.

33. the company has not created any fund referred to Section 418 of the Companies Act, 1956 and hence said Section is not applicable to the company.

Signature:
Name of Company Secy.: Bipin L. Makwana
C.P. No.: 5265
Place: Ahmedabad
Date : 30/05/2014

Annexure A

Registers as maintained by the Company

1. Register of Members u/s 150

2. Register of Directors u/s 303

3. Register of Directors Shareholdings u/s 307.

4. Register of Contracts u/s 301

5. Register of Charges u/s 143.

6. Register of Share transfers

Annexure B

Forms and returns as filed by the company with the Registrar of Companies during the financial year. The company has not filed any form with Company Law Board or Regional Director.

SI. No. Nature of Document Date of Filing Filed within prescribed time Not filed within prescribed time but filed with additional fees
01 Form No.8 filed u/s 125 of the Act. 11/04/2013 Yes -
02 Form No.8filed u/s 127 of the Act. 11/04/2013 Yes -
03 Form No. 23C u/s 233B of the Act. 31/07/2013 No Yes
04 Form No.66 for the year 31/03/2013 filed u/s 383A (1). 29/10/2013 Yes -
05 Form No.20B made upto 30/09/2013 filed u/s 159 of the Act. 26/11/2013 Yes -
06 Form No.23AC, Form No.23ACA -XBRL for the year ending 31.03.2013 filed u/s 220 of the Act. 05/12/2013 No Yes
07 Form No. I - XBRL 20/01/2014 - -

The Company has not filed any document with Company Law Board, Regional Director, Central Government during the year under review.

Signature:
Name of Company Secy.: Bipin L. Makwana
C.P. No.: 5265
Place: Ahmedabad
Date : 30/05/2014