Advance Technoforge Ltd Directors Report

Dear Shareholders,

Your directors are pleased to present the 11^th ANNUAL REPORT OF ADVANCE TECHNOFORGE

PRIVATE LIMITED (the "Company") along with the audited Financial Statements for the financial year ended 31st March 2024 has been referred to wherever required.

FINANCIAL SUMMARY AND HIGHLIGHTS

A summary of the Companys financial results for the Financial Year 2023-2024 is as under:

	For the year ended March 31
Financial Particulars		2023
	(Rs. In Lacs)	(Rs. In Lacs)
Revenue from operations	481.94	3788.33
Other Incomes	3.57	1.36
Total revenues	4823.51	3789.69
Cost of Material consumed	2904.38	2407.62
Changes in Inventory	(113.33)	76.69
Employee Benefit expense	270.91	209.83
Finance Costs	100.30	80.98
Depreciation and amortization expense	58.62	53.91
Other expenses	1377,18	861.13
Total Expenses	4597,97	3690.16
Profit before tax	225,54	99.53
Tax expense	58,91	21.73
Profit for the year	166.63	77.80

PERFORMANCE REVIEW

The Companys revenue from operations for the year under review is Rs.4819.94 lakhs as compared to Rs.3788.33 lakhs in the previous year. The Profit after Tax is at Rs.166.63 lakhs as compared to Rs.77.80 lakhs in the previous year.

PUBLIC DEPOSITS

Your Company has not accepted or renewed any deposits under Chapter V of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014, during the Financial Year 2023-2024.

TRANSFER TO RESERVES

In view of the profit incurred, such an amount has been transferred to reserves during the year under review.

DIVIDEND

The Directors have not recommended any Dividend on equity shares of the company for the year ended March 31,2024.

SHARE CAPITAL

The paid-up Equity Share Capital as of March 31,2024, stood at Rs.50.00 Lakhs. During the year under review, the Company has neither issued shares with differential voting rights, nor granted stock options, nor sweat equity and none of the Directors of the Company hold any convertible instruments.

MATERIAL CHANGES AND COMMITMENT

The Company continued to operate in the business of manufacturing of "Steel & Alloy Stell Close Die Forging (Schmieden)" and there was no change in business activities. No material changes and commitment affecting the financial position of the Company occurred between end of the financial year and the date of this report.

CHANGE IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company in the review period.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 ["the Act"], the Directors of the Company, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) they 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 as at 31^st March, 2024, and of the profit of the Company for the year ended on that date;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work performed by the internal, statutory and secretarial auditors including audit of internal financial controls over financial reporting by the statutory auditors and reviews performed by the management and the audit committee, the Board of Directors is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2023-24.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) - -

Pursuant to provisions of Sections 2(51) and 203 of Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are acting as directors and Key Managerial Personnel of the Company:

1. Mr. Nilesh S. Moliya	Director
2. Mr. Pradip B. Vora	Director

As stipulated under SS-2 issued by ICSI, the brief resume of the Directors proposed to be appointed/re-appointed is given in the notice convening the 11^th Annual General Meeting.

MEETINGS OF THE BOARD

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year, 08 (Eight) meetings of the Board were convened and held, the details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Name of Director	DIN	Category	Attendance of BM held In 2023-2024	Attended at last AGM
MR. NILESH S. MOLIYA	03480165	Director	08	Yes
MR. PRADIP B. VORA	06637435	Director	08	Yes

MEETING OF BOARD Of DIRECTORS DURING 2023-2024

The Board of Directors met eight (08) times during the financial year 2023-24. The meetings were held on April 01, 2023, June 01, 2023, September 01, 2023, October 01, 2023, December 01, 2023, February 01, 2024, March 01, 2024, and March 30, 2024. In order to transact business, approval of the Board, which was noted at the subsequent meeting of the Board, as the case may be.

COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION .AND DISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination and Remuneration Committee are not applicable to the Company and hence the Company has not devised any 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.

INFORMATION PURSUANT TO RULE 5(2) OF COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding the limits specified under Rule 5(2) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014.

ENHANCING SHAREHOLDERS VALUE

Your Company believes in the importance of its members who are among its most important stakeholders. Accordingly, your Companys operations are committed to the goal of achieving high levels of performance and cost effectiveness, growth building, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its stakeholders by ensuring that its corporate actions have a positive impact on the socio-economic and environmental growth and development.

STATUTORY AUDITORS <

M/s Dodiya Mehta & Co., Chartered Accountant, Rajkot (Firm Registration No. 120662W) be and hereby are re-appointed as Statutory Auditors of the Company to hold office upto the conclusion of 11^th Annual General Meeting.

The statutory Audit Report does not contain any qualification, adverse remark or disclaimer made by the Statutory Auditor.

DETAILS IN RESPECT Of FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GEOVERNMENt

There were no frauds as reported by the Statutory Auditors under sub-section 12 of Section 143 of the Companies Act, 2013 along with Rules made there-under other than those which are reportable to the Central Government.

DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES

It is not proposed to carry any amount to any reserves from the profits of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is not required.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are not applicable.

FIXED DEPOSITS

The Company has not accepted any Fixed Deposits from the public and it is therefore not required to comply with the requirement under Non-Banking Non-Financial Companies (Reserve Bank) Directions, 1996 and Companies (Acceptance of Deposits) Rules, 1975.

FINANCE

During the period up to this report, the company has been utilizing cash credit and term loan from the Bank/Financial Institute and the Company has been regular in payment of interest as well as instalments as per schedule to Banks.

DECLARATION OF INDEPENDENT DIRECTORS

The provisions of Section 149 pertaining to the appointment of Independent Directors do not apply to our Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Particulars of loans covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report. These loans are primarily granted for the furtherance of business of the borrowing companies.

Your Company has not given any guarantee or provided any security in connection with a loan to any other body corporate or persons and has not made any investment in the securities of any other body corporate.

INTERNAL FINANCIAL CONTROLS .

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company does not have any subsidiary, Associates or Joint Venture Companies and hence preparation of Consolidated Financial Statements and Statement containing salient features of subsidiary in AOC-1 as per the provisions of Section 129 of the Companies Act, 2013 is not applicable to the Company.

SAFETY, HEALTH AND ENVIRONMENT

The Company is committed to establishing and maintaining a safe working environment that promotes good health and high performance of the employees, and simultaneously takes measures to protect the environment. We also ensure that safety behavior is well demonstrated by our employees while working in factory by using personal protective equipment as required.

RISKS AND AREAS OF CONCERN

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact, and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risk. The Board periodically reviews the risks and suggests steps to be taken to control and mitigate the same through a properly defined framework.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED EY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

There was no order passed by any regulator or court or tribunal, which impacts the going concern status of the Company or will have bearing on companys operations in future.

HUMAN RESOURCES DEVELOPMENT

Your Company is well known for its execution capabilities, marketing and Production strengths, product quality, and ability to keep to its commitment and deliver for its customers. Over the years, organizational strengths have enabled your company to grow faster than the industry average each year. The momentum continued during the year under review with a new high in volume sold, highest in revenues and profit after tax. Your company has been well served by all the employees.

Employees today are looking for development opportunities, future career options, empowerment, and work-life balance in an organization. To retain a leadership position, the Company continuously innovates and customizes its human resource (HR) strategy to meet changing employee needs. The Company has well defined Human Resource Policies, excellent training facilities and a well-established, healthy working environment.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OP WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has always believed in providing a safe workplace for every individual working on the Companys premises through various interventions and practices. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment.

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to prevent Sexual Harassment of Women at Workplace.

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

VIGIL MECHANISM

Your Company is committed to the highest standards of ethical, moral, and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 of the Companies Act, 2013. Under the policy, the Directors and employees are free to report any violation of the applicable laws and regulations and the code of conduct of the Company. The reportable matters are to be disclosed to the Director.

During the year under review, the Company has not received any complaints under the said mechanism.

RELATED PARTY TRANSACTIONS (RPT)

All contracts/arrangement/transactions entered by the Company during the financial year under review with related parties were in the ordinary, course of business on arms length basis and are reported in the Notes to Accounts for the financial year ended on 31^st March 2024.

All RPT that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are not materially significant RPT by the Company with promoters, Directors, key managerial personnel, or other designated persons which may have a potential conflict with the interest of the Company at large.

The provisions of Section 188 pertaining to the related party transaction do not apply to our Company.

VALUATION OF ASSETS

During the financial year under review, there was no instance of one-time settlement of ioans/financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carry out valuation of its assets for the said purpose.

SIGNIFICANT OR MATERIAL ORDERS

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The prescribed under Section 134 of fhe Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in "Annexure-I" to this Report.

STATEMENT Of CHANGES IN EQUITY SHARIS CAPITAL

The prescribed under Section 2(40) & 129 of the Companies Act, 2013, relating to statement of changes in Equity Shares Capital are furnished in "Annexure-ll" to this Report.

EXTRACT Of ANNUAL RETURN

Pursuant to Section 92(3) read with section 134(3) (a) of the Companies Act, 2013, copy of the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in Form MGT-9 is attached as "Annexure-lll" to this Report.

ANNEXURES FORMING PAST OF THIS ANNUAL REPORT

Annexure	Particulars
1	Statement of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
II	Statement of Changes in Equity Shares Capital
III	Extract of Annual Return

CAUTIONARY STATEMENT

Statements in this ‘Directors Report and ‘Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations, or predictions may be forward-looking statements within the meaning of applicable security laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include raw material/ fuel availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in the Government regulations, tax regimes, economic developments, unforeseen situations like pandemic within the country in which your Company conducts business and other ancillary factors.

ACKNOWLEDGEMENT

The Directors take this opportunity to thank the Companys employees, customers, vendors, investors, alliance partners, business associates, bankers for their continuous support given by them to the Company and their confidence reposed on the management. The Directors also thank the Central and the State Governments in India, Governments of the countries where the Company has operations and concerned Government departments and agencies for their continued co-operation. The Directors acknowledge the unstinted commitment and valuable contribution made by all members of the Advance Technoforge family.

Date: 10.07.2024

Place: Rajkot

 

Pradip B. Vora	Nilesh S. Moliya
Director	Director
DIN -.06637435	DIN:03480165