Advance Powerin. Director Discussions


Dear Members,

The Directors have pleasure in submitting their 24th Annual Report together with the Audited Statements of Account for the year ended on March 31, 2018.

Financial Performance

The Companys financial performance for the year ended 31st March, 2018 is summarized below:

Rs. (In Lacs)

Financial Result

Year Ended 31.03.2018

Year Ended 31.03.2017

Total Revenue

7033.03

1275.84

Profit /(Loss) Before Tax

(1426.22)

(87.85)

Less: Tax Expenses

(5.69)

(13.73)

Profit /(Loss) After Tax

(1420.52)

(74.11)

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 5.5 times from Rs. 1275.84 Lakhs to Rs. 7033.03 Lakhs. For FY 2017-18, your Companys loss after tax stood at Rs.1420.52 Lakhs vis--vis a loss of Rs. 74.11 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, 2018 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, 2018 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 is 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 .

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 Mr. Akhilesh Kotia (DIN: 00076777), Managing Director of the Company retires by rotation and being eligible offers himself for re-appointment.

Ms. Uttara Sharma has been appointed as the Director of the company w.e.f 02.12.2017

Ms. Divya Arora has resigned from the directorship of the Company w.e.f 17.10.2017.

Mr. Anjan Chakraborty has been appointed as the Chief Financial Officer of the Company w.e.f 25.11.2017. Mr. Ajay Kumar Jaiswal has been appointed as the Company Secretary of the Company w.e.f 02.12.2017.

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: 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 31.03.2018 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 None of the Directors has any pecuniary relationships or transactions vis--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 31.03.2018:

a) Mr. Akhilesh Kotia - Managing Director

b) Mr. Anjan Chakraborty CFO

c) Mr. Ajay Kumar Jaiswal- Company Secretary

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. Jaiswal A & 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. Uttara Sharma 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. Uttara Sharma 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 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. Uttara Sharma 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 .

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

M/s H. R. Agarwal & Associates, Chartered Accountants (Firm Registration no. 323029E) has been appointed as Statutory Auditors of the Company in place of K. M. Roy, Chartered Accountants (M. No. -053720) and shall hold office for a period of one year, from the conclusion of this Annual General Meeting until the conclusion of the 25th Annual General Meeting of the Company to be held in the year 2019, at a mutually agreed remuneration.

Secretarial Audit

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Sutama & Associates, Practicing Company Secretary (M. No. A52907, C.P. No. 19565), 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, Rabindra Sarani, 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.