Advanced Micronic Devices Ltd Directors Report

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Dec 10, 2018|12:45:03 PM

Advanced Micronic Devices Ltd Share Price directors Report

To

The Members,

Your Board is pleased to present the 36th Annual Report on the business and operations of the Company, together with the Audited Financial Statements and Auditors Report for the financial year ended 31st March 2017.

Pursuant to the notification dated February 16, 2015 issued by the Ministry of Corporate Affairs, the Company has adopted the Indian Accounting Standards ("IndAS ") as prescribed under section 133 of the Companies Act, read with the Companies (Indian Accounting Standards) S Rules, 2015 with effect from April 1,2016. Financial statements for the year ended and as at March 31, 2016 have been restated to conform to Ind AS.

FINANCIAL HIGHLIGHTS:

Rs in Lakhs
Particulars for the year ended March 31st 2017 2016
Revenue from operations
Sales/Income from Operations 278.85 271.08
Other income (net) 23.08 394.12
Total income 301.93 665.20
Expenses
Operating Expenditure 370.59 1987.38
Depreciation and amortization expenses 5.99 7.24
Other expenses 1341.03 721.74
Total expenses 1717.61 2716.36
Other income
Finance Cost 50.51 35.44
Exceptional Items 1429.84
Profit before tax (2896.03) (2086.60)
Tax Expenses
Net Profit /(Loss) after tax (2896.03) (2086.60)
Other comprehensive income 0.94 10.90
Minority interest
Total Comprehensive income 0.94 10.90
Earnings Per Share
Basic (54.84) (39.51)
Diluted

RESULTS FROM OPERATIONS

The total income for your company for the financial year ending March 2017 was Rs.301.93 lakhs, against Rs.665.20 Lakhs for the year ending March 2016 and decrease of 54.65 % over the previous year, due to right sizing of the ICTD and SED business.

TURNOVER AND PROFITABILITY

The gross sales and other income for the financial year under review was Rs.301.93 Lakhs. The profit before tax (after depreciation and financial charges) was (Rs.2896.03) Lakhs and profit after Tax was (Rs.2896.03) Lakhs. This was due to writing-off of Bad debts accumulated over many years.

DIVIDENDS

Your Directors have not recommended any dividend for the year ended 31st March 2017.

TRANSFER TO RESERVES

An amount of Rs. (6167.57) Lakhs is proposed to be retained in statement of Profit and Loss.

CHANGES IN SHARE CAPITAL

There is no change in the authorized, and paid up Share Capital of the Company.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

During the year under review, the Company has not issued Shares with Differential Rights.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

During the year under review, the Company has not issued Shares under Employee Stock Options.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

During the year under review, the Company has not issued Sweat Equity Shares.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The report, as required, is given as Annexure I and forms part of the Directors Report.

CONSERVATION OF ENERGY

Your Company does not fall under the category of power intensive industries. Adequate measures have, however, been taken to reduce energy consumption by using Energy efficient Computer terminals. Low power consumption electrical equipments are used when required, thereby enhancing energy efficiency.

FOREIGN EXCHANGE EARNINGS AND OUTGO.

Foreign Exchange Earning and outgo is Nil.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

There were no employees, who were in receipt of remuneration in excess of Rupees One Crore Two Lakhs or more or employed part of year and in receipt of remuneration in excess of Rupees Eight Lakhs Fifty Thousand or more, a month, under information as per Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the information on Disclosures pertaining remuneration and other details as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company and the same will be furnished on request.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under the Listing Regulation forms an integral part of this Report. The requisite certificate from the Practicing Company Secretary of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

DIRECTORS RESPONSIBILITY STATEMENT Your Directors state that

a) In the preparation of the Annual Accounts for the year ended March 31, 2017 the applicable accounting standards have been followed and there are no material departures from the same.

b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 and loss of the company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The Directors have prepared the annual accounts on the going concerns basis.

e) 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

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

LISTING OF SECURITIES

Your Companys Equity Share continues to remain listed on BSE Limited. As per the requirements of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which came in effect from 1st December 2015, a shortened version of the Uniform Listing Agreement was signed by the Company with BSE Limited. Your Company is yet to pay listing fees to the BSE Limited for the financial year 2016-17 & 2017-18.

FIXED DEPOSITS

Your Company has not accepted any fixed deposits from the public during the financial year under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL INDUCTION.

RETIREMENT AND REAPPOINTMENTS

As per the provisions of the Companies Act, 2013, Mr. Vivek Kumar Malotra(DIN: 07065198), retires by rotation and being eligible, offers himself for re-appointment at the ensuing Annual General Meeting. The Board of Directors recommends the appointment of Mr. Vivek Kumar Malhotra, at the ensuing Annual General Meeting.

At the 33rd Annual General Meeting held on September 30, 2014, Mr.Rajkumar Tulsidas Raisinghani (DIN: 01411084), was appointed as an Independent Director of the Company to hold office till the conclusion of Annual General Meeting to be held in year 2017. Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company approved, subject to Members approval, re-appointment of Mr.Rajkumar Tulsidas Raisinghani as the Independent Director for a second term of five years to hold office up to the conclusion of the 41st Annual General Meeting of the Company, based on his experience, knowledge and outcome of performance evaluation.

The Company has received notices under section 160 from Member, along with the requisite deposit, signifying his intention to propose reappointment of Mr.Rajkumar Tulsidas Raisinghani (DIN: 01411084). Accordingly, necessary resolutions are being placed for approval of the Members at the 36th Annual General Meeting of the Company.

The Directors seek your support in confirming the appointments of Directors in the ensuing Annual General Meeting.

RESIGNATION

Dr.Suchitra Misra, Non Executive Director resigned with effect from close of business hours of 14.12.2016.

Mr. Chandrasekar PV resigned as Managing Director of the Company w.e.f. 28.12.2016.

The Board places on record appreciation for the immense contributions made by Dr.Suchitra Misra and Mr. Chandrasekar PV during their tenure, as Directors.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received necessary declaration from Independent Directors that they meet the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and the provisions of Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Training of Independent Directors.

To familiarize the new inductees with strategy operations and functions of our Company, Senior Managerial personnel make presentations on Companys strategy, organization structure, products, technology, quality, facilities. Further at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his or her role, function, duties and none of the Directors of your Company are related to each other.

Based on the confirmation received, none of the Directors are disqualified for being appointed/re-appointed as directors in terms of Section 164 the Companies Act, 2013.

During the year under review, no stock options were issued to the Directors of the Company.

POLICY ON DIRECTORS APPOINTMENT REMUNERATION AND EVALUATION

Your Company has in place, the Nomination Remuneration and Evaluation Policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Director and other matters provided under sub Section (3) of Section 178 of the Companies Act, 2013. The Policy also contains the evaluation framework as stipulated under SEBI Listing Regulations, 2015 which mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board and as per Guidance Note on Board Evaluation issued by the Securities Exchange Board of India on January 05, 2017.

MEETINGS OF THE BOARD

8 (Eight) Meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance section in this Annual Report.

COMMITTEES OF THE BOARD.

Currently, the Board has Four Committee: Audit and Risk Management Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee.

A detailed note on the Composition and Scope of the Committees is provided under the Corporate Governance Section in this Annual Report.

AUDITORS

As the term of M/s. B.V. Swami & Co., Statutory Auditor, comes to an end at the conclusion of ensuing Annual General Meeting, approval of members is sought at the ensuing 36th Annual General Meeting to appoint M/s. B.V. Swami & Co., Chartered Accountants, Bangalore as Statutory Auditors for period of three years, to hod office till the conclusion of 39th Annual General Meeting.

M/s. B.V. Swami & Co, Chartered Accountants, have conveyed their consent to be appointed as the statutory Auditors of the Company.

SECRETARIAL AUDITOR

The Board has appointed Mr. Vijayakrishna KT, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked as Annexure II in the Form of MR 3 to this Report. The Board of Directors of the Company hereby furnish following explanations and clarifications with respect the observations made by the Secretarial Auditors in their report dated 01.08.2017 under the heading observations in points (a) to (d):

(a) The Company will take necessary steps to comply the appointment of Internal Auditor.

(b) Company will take necessary steps to appoint CFO & Company Secretary during the current Financial Year.

(c) The Company will ensure & take corrective action to strengthen Secretarial standards.

(d) Due to technical issues in making the requisite returns, digitally signing the same and uploading, delays occurred in filings of certain returns. Extreme levels of care and caution will be exercised to ensure that such delays do not occur again and ensure to update registers.

RISK MANAGEMENT

The Company has laid down risk assessment and minimization procedures which are in line with the best practices in the industry and as per its experience and objectives. The Risk Management system is reviewed periodically and updated.

INTERNAL FINANCIAL CONTROLS

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 weakness in the design or operation were observed.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arms length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Accordingly, the disclosure of Related Party Transactions as required under Section 134 (3) (h) of Companies Act, 2013 in Form AOC-2 is not applicable.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may accessed on the Companys website at the link: http://www.amdlcorp.com/pdf/AMD-Policy on Related Party Transactions.

Your Directors draw attention of the members to Note 12a to the financial statement which sets out related party disclosures.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED

The particulars of loans, guarantees, and investments have been disclosed in the financial statements.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility Committee (CSR Committee appointed by the Board) as formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicated the activities to be undertaken by the Company, which has been approved by the Board. The CSR policy may be accessed on the Companys website at the link http://www.amdlcorp.com/ AMDL-CSR Policy.pdf.

Due to non-availability of profits the Company was not required to spend any amount on CSR activities during the financial year 2016-17.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company promotes ethical behaviour in all its business activities and has put in place a mechanism for reporting illegal or unethical behaviour. The Company has a vigil mechanism and Whistle Blower policy under which the employees are free to report violations of applicable laws and regulations and the code of conduct to chief vigilance officer and Audit and Risk Management Committee of the Board. The Company further confirms that no personal have been denied access to the Audit & Risk Management Committee.

The Policy on vigil mechanism and whistle blower policy may be accessed on the Companys website at the link: http://www . amdicorp.com/AMDL-Whistle Blower Policy.pdf

EXTRACT OF ANNUAL RETURN

Extract of Annual Return of the Company is annexed herewith as Annexure III to this Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY.

There have been no material changes and commitments, affecting the financial position of the Company which occurred during between the end of the financial year to which the financial statements relate and the date of this report

SIGNIFICANT AND MATERIAL ORDERS

No order was passed by any court or regulator or tribunal during the year under review which impacts going concern status of the Company.

DISCLOSURE UNDER THE SEXUAL HARSSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

Your Company has always believed in providing a safe and harassment free workplace for every individual working in 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.

A policy on prevention of Sexual Harassment at Workplace has been released by the Company. The policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of undesired behaviour. Three member Internal Complaints Committee (ICC) was set up from the senior management with women employees constitution majority. The ICC is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy.

No complaints pertaining to sexual harassment was reported during the year.

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