Advent Computer Services Ltd Directors Report

To The Members,

Your directors are pleased to present the 35^th Annual Report and the Audited Accounts for the financial year ended 31^st March, 2020.

FINANCIAL RESULTS

Particulars	Current Year	Previous Year
	2020	2019
	(Rs. in Lakhs)	(Rs. in Lakhs)
Sales & Services	0.00	10.69
Other Income	0.44	-
Total Income	0.44	10.69
Total Expenditure	19.60	54.41
Profit / (Loss) for the period	(19.16)	(43.72)
Provision For Tax	-	-
Other Comprehensive Income	-	-
Total Comprehensive Income	(19.16)	(43.72)
Balance Carried Forward	(19.16)	(43.72)

OPERATIONS

During the year under review, the Company has recorded the total income of Rs. 0.44 lakhs as compared to Rs. 10.69 lakhs for the previous year and Net Loss of Rs. 19.16 lakhs for the year as compared to the loss of Rs. 43.72 lakhs in the previous year. The company had no revenue from operation during the year, however, the losses of the Company has reduced as compared to the loss of the previous year. Although, the year was challenging, but the Management is taking all necessary steps and within its power to explore all the opportunities.

DIVIDEND

In view of the losses, your Directors do not recommend any dividend for the year under review.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information. (Schedule A). The same is available on our website www.adventcom puter.in

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2019-20, the Company held 4 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 were adhered to while considering the time gap between two meetings.

Sr. No.	Date of Meeting	Board Strength	No. of Directors Present
1	30.05.2019	7	5
2	14.08.2019	7	6
3	13.11.2019	6	5
4	11.02.2020	6	5

One Separate Meeting of the Independent Director was held on 11^th February, 2020.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, the Board of Director, to the best of its knowledge and ability, confirm that:

1. in the preparation of the annual accounts; the applicable accounting standards have been followed and there are material departures;

2. 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 at the end of the year and of the loss of the Company for the year under review;

3. 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;

4. they have prepared annual accounts on a going concern basis;

5. they 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

6. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

FRAUDS, IF ANY REPORTED BY THE AUDITOR

The Auditor have not reported any fraud under Section 143(12) of the Companies Act, 2013, committed either by the Company or on the Company by its Officers and Employees of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

Declaration by the Independent Directors has been received as per the provisions of Sec 149 (6) of the Companies Act, 2013 along with Rules framed thereunder Regulation 16(1)(b) of SEBI (Listing and Obligation Disclosure Requirement) Regulation, 2015 and taken on record by the Board.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which is a part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• Mr. Shaji John Abraham, Non Executive Independent Director of the Company ceased to be Director of the Company on 27^th September, 2019 pursuant to his completion of tenure on 26^th September, 2019.

• Mr. Samir Harakhchand Shah, Non Executive Director of the Company has disqualified as Director under section 164(2) of Companies Act, 2013. Mr. Samir Harakhchand Shah has informed the same to the Company and he cease to be Director of the Company w.e.f. 8^th May, 2020.

• Mr. G. Swaminathan, was appointed as Additional Director (Non Executive Independent Director) of the Company and he has offer himself for appointment at the ensuing Annual General Meeting.

STATUTORY AUDITOR

M/s. Vivekanandan Associates, Chartered Accountants, Chennai, [Firm Registration No. 05268S], the Statutory Auditor of the Company, were appointed for 2^nd Term by the Shareholders at their meeting held on 22^nd September, 2018 for a period of 2 years up to conclusion of 35^th Annual General Meeting by Shareholders at Annual General Meeting as per the provisions of the Companies Act, 2013 (‘Act). M/s. Vivekanandan Associates shall complete their present term on the conclusion of this Annual General Meeting. Hence, the Board of Director on recommendation of the Audit Committee has proposed the appointment of M/s. T S R Sivasubramanian (Membership No. 022713), Chartered Accountants, as statutory auditor from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting. Pursuant to the Act, Members are requested to consider and approve appointment of M/s. T S R Sivasubramanian (Membership No. 022713), Chartered Accountants. In this regard, the Company has received a Certificate from the Auditor to the effect that their appointment as Auditor is in accordance with the provisions of the Act.

OBSERVATION OF AUDITOR

There are no qualification, reservation, adverse remarks or disclaimer made by the Auditor in their respective reports.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, Ms. Nivya Mandawat, Practicing Company Secretary, was appointed to perform Secretarial Audit for the year 2019-2020. The Secretarial Audit Report is annexed in this Annual Report (Schedule B).

OBSERVATION OF SECRETARIAL AUDITOR

As required under section 204 (1) of the Companies Act, 2013, the Company has obtained a secretarial audit report. Certain observations made in the report with regard to late filing of forms with ROC within due date, occurred accidentally and inadvertently. The Secretarial Auditor has also made a remark that the Company was levied a fine of Rs. 49560/- by BSE Limited for delay in submission of Annual Report. The Company had made several representations and the same was waived off by BSE Limited. The Board of Directors will ensure of all timely compliance pursuant to Companies Act, 2013, SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 and rules thereunder and Secretarial standards and other provisions are complied with the fullest extent in future.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year 2019-20, the company has not given any loans or guarantees covered under the

provisions of section 186 of the Companies Act, 2013.

PARTICULAR OF EMPLOYEES

The information required pursuant to Section 197(12) of Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Schedule C to Director Report.

RELATED PARTY TRANSACTIONS

The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Schedule D in Form AOC-2 and the same form a part of this report.

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

No material change has occurred between 31^st March, 2020 and the date of this Report

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

The details as required under Clause-3 of Rule 8 of the Companies (Accounts) Rules, 2014, are provided in Schedule E to the Directors Report.

RISK MANAGEMENT POLICY

The Company has developed and implemented a risk management policy which identifies major risks which may threaten the existence of the Company. The same has also been adopted by your Board and is also subject to its review from time to time. Risk mitigation process and measures have been also formulated and clearly spelled out in the said policy.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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 and external consultants, including the audit of internal financial controls over financial reporting by the statutory auditor and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during F.Y. 2019-2020.

ANNUAL EVALUATION OF THE BOARD OF DIRECTOR

The Nomination and Remuneration Committee at its meeting had recommended Criteria for evaluation of Directors, Chairperson, Non-Executive Directors, Board level committee and Board as a whole and also the evaluation process of the same.

The Board of Directors carried out an annual evaluation of its performance, Board level committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirements as

prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, at the meeting of Independent Directors held on 11^th February, 2020.

The performance of the Board was evaluated after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board process, information and functioning, process of disclosure and communication, access to timely, accurate and relevant information etc.

The performance of the various board committee was evaluated by the Board after seeking inputs from the respective committee members, on the basis of criteria such as the composition of committee, effectiveness of committee meeting, functioning, etc.

The Board reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, presented views convincingly, resolute in holding views etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the Board as a whole and performance of Chairman was evaluated.

DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from the public. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS

A separate report on the Corporate Governance and Management Discussion Analysis for the year under review, as stipulated under SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, has been attached in a separate section as part of this annual report.

ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to express sincere gratitude for the assistance and cooperation from the employees, Bankers, Customers, Vendors and Shareholders during the year under review.

Place: Chennai	For and on behalf of the Board of Directors
Date: 25th August, 2020	Sd/-
	Michael Arul
	Chairman & Managing Director