Advik Capital Ltd Directors Report.

To,

The Members of Advik Capital Limited

Your Directors are pleased to present their Thirty Fifth Annual Report together with the audited financial Statements of your Company for the financial year ended 31st March, 2020.

The performance highlights and summarized financial results of the Company are given below: (Standalone)

PERFORMANCE HIGHLIGHTS

A. FINANCIAL RESULTS

Particulars For the year ended 31stMarch, 2020 For the year ended 31st March, 2019
(Rsj (Rsl
Revenue from operations 67,55,679.00 52,15,122.24
Profit before exceptional items and tax 11,93,269.32 12,19,103.79
Profit for the year 7,03,446.32 7,85,636.79

B. Summarized Profit & Loss Account

Particulars For the year ended

For the year ended

31st March, 2020

31st March, 2019

(Rs)

(Rs)
Revenue from operations

67,55,679.00

52,15,122.24
Other operational income

1,00,978.82

9,575.00
Total Revenue

68,56,657.82

52,24,697.24
Other Expenses

55,60,325.67

37,90,958.88
Profit Before Depreciation, Interest, Tax (PBDIT)

12,96,332.15

14,33,738.36
Depreciation

97,937.00

2,12,509.00
Profit Before Interest & Tax (PBIT)

11,98,395.15

12,21,229.36
Interest and Financial expense

5125.83

2,125.57
Profit before exceptional items

11,93,269.32

12,19,103.79
Exceptional items

-

-
Profit Before Tax (PBT)

11,93,269.32

12,19,103.79
Tax Expenses

2,75,035.00

2,23,352.00
Transfer to Reserve Fund u/s 45- IC(1) of the RBI Act, 1934

1,78,990.00

1,73,005.00
Reserve for Bad and Doubtful Debts

35,798.00

37,110.00
Profit for the year

7,03,446.32

7,85,636.79
Basic EPS

0.02

0.17

Your Company has prepared the Financial Statements for the Financial Year ended March 31, 2020 under Section 133 of the Companies Act, 2013 and in accordance with revised Schedule III of the Companies Act, 2013 and has recast the Financial Statements relating to the previous Financial Year ended March 31, 2019 in order to make them comparable.

During the Financial Year ended March 31, 2020, your Company recorded a turnover of Rs. 67,55,679.00/ -as compared to the turnover of last FY 2018-19 i.e Rs.52,15,122.24/. The Net Profit of your Company for the Financial Year ended March 31, 2020 stood at Rs. 7,03,446.32/-as against the Net Profit of

Rs.7,85,636.79/-for the Financial Year ended March 31, 2019.

On a consolidated basis, your Company recorded a turnover of Rs.74826417/-during the Financial Year ended March 31, 2020 and achieved consolidated Net Profit of Rs. 4,53,59,568.93/- Year.

SHARE CAPITAL

The Authorized Share Capital of your Company as on March 31, 2020 stands at Rs. 4,58,73,600/- divided into 4,58,73,600 equity shares of Re. 1/- each. The Issued Share Capital is Rs. 4,58,73,600/- divided into 4,58,73,600 equity shares of Re. 1/- each and the Subscribed and Paid-up share capital is Rs. 4,58,73,600/- divided into 4,58,73,600 equity shares of Rs. 1/- each, fully paid-up.

DIVIDEND

Considering the present conditions of business and growth stage of Company, The Board of Directors of the Company has decided not to recommend any dividend for the Financial Year 2019-20. The Management being optimistic about the return from business activities has proposed to plough back divisible profit into the main activities of the Company.

TRANSFER TO RESERVES

Being a Non Banking Financial Company, the amount of Rs. 1,78,990.00/- has been transferred by the Company to the Reserve Fund named as ‘Special Reserve as per RBI Act, created in pursuance of Section 45- IC of the Reserve Bank of India Act, 1934, wherein every NBFC have to transfer a sum not less than 20% of its Net Profit every year before declaring any dividend.

Also, the company has pursuant to Notification of Reserve Bank of India dated January 17, 2011 vide Notification no. DNBS.PD.CC.No.207/03.02.002/2010-11 for making the ‘Provision of 0.25% for Standard Assets of NBFCs, the Company has transferred a sum of Rs.35798.00/- i.e0.25% on the Standard Assets of the Company under the Reserve named "Provision for Bad and Doubtful Debts".

Further the company is complying with all the Reserve Bank of India guidelines as issued from time to time related to provisioning and reserves.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANACIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No such material change and/or commitment affecting the financial position of the Company occurred between the end of the Financial Yearto which this Financial Statementsrelate on the date of this report.

DEPOSITS

Your Company has no unclaimed / unpaid matured deposit or interest due thereon. Your Company has not accepted any deposits covered under ‘Chapter V - Acceptance

of Deposits by Companies under the Companies Act, 2013 during the Financial Year ended March 31, 2020.

In addition of above, the Company is registered as a Non Banking Finance Company- Not accepting deposits. Hence, pursuant to Section 45- IA of the Reserve Bank of India Act, 1934, the Company cannot accept deposits from public, which is complied by the Company during the Financial Year. Further, the Directors of the company assured to carry on the practice of not accepting the same in order to comply with RBI norms and guidelines in the coming year and the same has been proposed and passed in the meeting of Board of Directors dated 22nd May, 2019.

INVESTOR RELATIONS

Your Company has been continuously interacting and endeavors to further improve its engagement with investors/analysts by participating either in-person meetings or through use of technology i.e. telephone meetings.

RBI GUIDELINES

The Company continues to comply with all the applicable regulations prescribed by the Reserve Bank of India ("RBI"), from time to time.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186(11) of the Companies Act, 2013 ("the Act"), the provisions of Section 186(4) of the Act requiring disclosure in the Financial Statements of the full particulars of the loans made and guarantees given or securities provided by a NonBanking Financial Company in the ordinary course of its business and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are exempted from disclosure in the Annual Report. Further, pursuant to the provisions of Section 186 (4) of the Act, the details of investments made by the Company are given in the Notes to the Financial Statements as Annexure- I. Your Company has also given the guarantee during the year under review but has not provided any security.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

During the Financial Year ended March 31, 2020, all transactions with Related Parties are defined under the Companies Act, 2013 read with Rules framed there under were in ‘ordinary course of business and ‘at arms length basis.

During the year under review, your Company did not have any Related Party transaction which required prior approval of the Members. There has been no materially significant Related Party Transactions during the year under review, having potential conflict with the interest of the Company.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year, "Advik Optoelectronics Limited" continues to be the wholly-owned subsidiary of your Company and no Associate or Joint Venture Company has been added during the year.

The Annual Report of the Subsidiary Company will be made available for inspection by the Members of the Company at the Registered Office of the Subsidiary Company and at the Registered Office of your Company between 11:00 A.M. to 1:00 P.M. on any working day.

Annual Report along with the Audited Financial Statements of the Subsidiary Company is also available on the website of the Company at www.advikgroup.com/ail and shall also be provided to the members of the Company upon receipt of written requests from them.

During the year, the Board of Directors ("the Board") reviewed the affairs of the subsidiary Company and pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, Consolidated Financial Statements of the Company has been annexed to the Annual Report which reflects the performance and financial position of each of the subsidiary Company.

Further a statement containing salient features of the Financial Statements of the aforesaid Subsidiary Company has been provided in Form No. AOC-1 and included in this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

COVID-19 pandemic The worldwide pandemic of COVID-19 has caused a huge disruption creating an unprecedented impact on the financial well-being of nations, corporations and individuals. A detailed discussion on impact of COVID-19 on the Advik Capital Limited and operations of the Company is covered in ‘Management Discussion and Analysis.

In terms of the provisions of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, A detailed analysis of the Companys performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report, as an Annexure V

EXTRACT OF ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and subsection (3) of Section 92 of the Companies Act, 2013, read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as at 31st March, 2020 in Form No.MGT-9, is appended as "Annexure IF and forms part of this Report.

The Annual Return of the Company as at 31st March, 2020 has been placed on the website of the Company after filing with the Ministry of Corporate Affairs and can be accessed at https://www.advikgroup.com

AUDIT AND AUDITORS

(i) Statutory Auditor

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s Garg Anil & Co., Chartered Accountants (ICAI Firm Registration No. 6308N), was appointed as the Auditors of your Company for the period of Five years starting from Financial Year 2018-19 who shall hold office till the conclusion of last AGM. On the recommendation of Audit Committee and your Board of Directors, appointed M/s Garg Anil & Co., Chartered Accountants as the Auditors of the Company for the period of 5 years starting from Financial Year 2018-19, to hold office until the conclusion of 37th AGM of your Company to be held in the year 2023, subject to the approval of the Members of the Company at AGM.

(ii) Secretarial Auditor

In terms of the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Board of Directors of the Company in their meeting has appointed M/s A. K. Verma & Co., Company Secretaries, New Delhi, as the Secretarial Auditors of the Company, to conduct the Secretarial Audit for the Financial Year ended March 31, 2020 and to submit Secretarial Audit Report in Form No. MR-3.

A copy of the Secretarial Audit Report received from M/s A.K. Verma& Co. in the prescribed Form No. MR-3 is annexed to this Boards Report and marked as Annexure-III.

Qualification, reservation or adverse remark in the Auditors Reports and Secretarial Audit Report

• Statutory Auditors:

There is no qualification, reservation or adverse remark made by the Statutory Auditors in their Auditors Report to the Financial Statements (Standalone and Consolidated).

• Secretarial Auditors:

There is no qualification, reservation or adverse remark made by the Secretarial Auditors in their Auditors Report to the Financial Statements (Standalone and Consolidated).

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

There are no significant and material orders passed by the regulators or courts or tribunals that would impact the going concern status of the Company and its future operations..

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

The particulars as required under the provisions of Section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of section 135 of the Companies Act, 2013 has not applicable to the Company during year under review and subsequently the Company has not developed and implemented any Corporate Social Responsibility initiatives during the year under review.

BOARD OF DIRECTORS AND BOARD MEETING AND ANNUAL GENERAL MEETING

Your Companys Board is duly constituted which is in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted with requite diversity, wisdom and experience commensurate to the scale of operations of your Company.

The calendar of the Board/Committee Meetings and the Annual General Meeting is circulated to the Directors in advance to enable them to plan their schedule for effective participation at the respective meetings. At times certain decisions are taken by the Board/Committee through circular resolutions.All the decisions and urgent matters approved by way of circular resolutions are placed and noted at the subsequent Board/Committee Meeting.

The Board of Directors met Four times during the year under review,i.e., on 22/05/2019, 10/08/2019, 12/11/2019 and 11/02/2020. Details of Board

Composition and Board Meetings held during the Financial Year 2019-2020 have been provided in the Corporate Governance Report which forms part of this Annual Report.

Independent Directors meeting for the Financial Year was held on 11.02.2020.

The other Committees of the Board are:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

4. Executive Committee of the Board

The details with respect to the composition, powers, roles, terms of reference, Meetings held and attendance of the Directors at such Meetings of the relevant Committees are given in detail in the Report on Corporate Governance of the Company which forms part of this Annual Report.

• Chairman of the Board

Mr. Virender Kumar Agarwal, Managing Director of the Company, continue to be the Chairman of the Board.

• Re-appointments/Regularizations

Ms. Manju Agarwal, Director is liable to retire by rotation at this AGM and being eligible, offers himself for re-appointment. Your Board recommends re-appointment of Ms. Manju Agarwal as a Whole time Director of the Company, liable to retire by rotation.

In pursuance of Regulation 36 (3) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a brief profile along with necessary disclosures of Ms. Manju Agarwal, has been annexedto the Notice convening the ensuing AGM and forms an integral part of this Annual Report.

Mr. Hemant Agarwal, Mrs. Chetna and Mr. Vineet Gupta, Independent Directors of the Company have declared to the Board of Directors that they meet the criteria of Independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) and 25 of the Listing Regulations and there in no change in their status of Independence. Your Board places on records its deep appreciation for their continuous guidance, support and contribution to the Management of the Company in its pursuit to achieve greater heights.

The Independent Directors met once during the year under review, on 11th February, 2020. The Meetings were conducted in an informal manner without the presence of the Whole time Directors, the Non-Executive Non-Independent Directors, or any other Management Personnel.

Mr. chetna, has appointed as additional Independent Director w.e.f 10.11.2020.

Mr. Rishab Kumar Agarwal, hold the position of Chief Financial Officer of the Company w.e.f 24.05.2018

Ms. Poonam Mehta Kalra, has appointed as Company Secretary & Compliance Officer w.e.f 01.07.2020.

AUDIT COMMITTEE

The Board of Directors of your Company has a duly constituted Audit Committee in terms of the provisions of Section 177 of the Companies Act, 2013 read with rules framed thereunder and Regulation 18 of the Listing Regulations. The terms of

reference of the Audit Committee has been approved by the Board of Directors. Composition of the Audit Committee, number of meetings held during the year under review, brief terms of reference and other details have been provided in theCorporate Governance Report which forms part of this Annual Report. Recommendations made by the Audit Committee are generally accepted by your Board.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Current policy is to have an appropriate mix of executive, non-executive and Independent Directors to maintain the independence of the Board and separate its function of governance and management. On March 31, 2020, the Board consists of six members, three of whom are non-executive Independent Director and Two are Executive Director inclusive of Chairperson of the Company One is Non-Executive Director cum Promoter of the Company. The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub- section (3) of Section 178 of the Companies Act, 2013, is available on our website (http://www. advikgroup.com/ail/investors/).We affirm that the remuneration paid to the directors is as per the terms laid out in nomination and remuneration policy of the Company.

DISCLOSURES ON REMUNERATION OF DIRECTORS AND EMPLOYEES OF THE COMPANY

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Director(s) of the Company has drawn remuneration during the year under review which is in compliance of the applicable provisions of Companies Act, 2013 and no employee(s) of the Company has drawn remuneration in excess of the limits set out in the said rules.

DISCLSOURE REGARDING MAINTENANCE OF COST RECORDS

Since the Company is engaged in the business of Non- Banking Financial Company, therefore the provisions of Section 148 of the Companies Act, 2013 regarding maintenance of Cost Records and Cost Audit is not applicable to the Company as required to be disclosed under Clause (ix) of sub-rule 5 of Rule 8 of the Companies (Accounts) Rules, 2014 (inserted by MCA Notification dated 31.07.2018).

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134(5) of the Companies Act, 2013, the Directors of the Company hereby states that:

i. In the preparation of the annual accounts for the year ended 31st March 2020, the applicable accounting standards had been followed along with proper explanation relating to material departures.

ii. The Directors had 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 and Loss of the company for that period.

iii. The Directors had 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 had prepared the annual accounts on a Going Concern Basis.

v. The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively ;and

vi. The Directors had devised proper system to ensure compliance with the provisions of all applicable laws and such system were adequate and operating effectively

WHISTLE BLOWER POLICY/VIGIL MECHANISM

In terms of provisions of section 177 of the Companies Act, 2013 and rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be communicated. For this person, your Board has formulated a Whistle Blower Policy and uploaded on the website of the Company at www. advikgroup. com/ail/investors/.

During the year under review, there has been no incidence reported which requires action by the Board or Committee.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company has adopted a policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013[14 of 2013] and Rules framed thereunderas required to be disclosed under Clause (x) of sub-rule 5 of Rule 8 of the Companies (Accounts) Rules, 2014(inserted by MCA Notification dated 31.07.2018).

Your Company is committed to provide a safe and secure environment to its women employees across its functions and other women stakeholders, as they are considered as integral and important part of the Organization.

An Internal Committee with requisite number of representatives has been set up to redress complaints relating to sexual harassment, if any, received from women employees and other women associates. All women employees are covered under this policy, which also extends to cover all women stakeholders of the Company.

The following is a summary of sexual harassment complaints received and disposed off during the Financial Year ended March 31, 2020:

• No. of complaints received : NIL
• No. of complaints disposed off : Not Applicable

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

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.

RISK MANAGEMENT

During the year, the Board of Directors developed and implemented an appropriate risk management policy which is entrusted with the responsibility to assist the Board in Overseeing and approving the Companys enterprise wide risk management framework and overseeing all the risks that the organization faces, identifying the element of risk which, in the opinion of the Board may threaten the existence of the company and safeguarding the company against those risks.

CORPORATE GOVERNANCE

A detailed report on Corporate Governance pursuant to the provisions of Regulation 34 of the Listing Regulations forms part of the Annual Report however pursuant to Regulation 15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015, Regulation 27 and paras C, D and E of Schedule V of SEBI regulations shall not applicable to the Company as the paid up equity share capital of the Company and Net worth of the Company is not exceeding Rs. 10 Crore and Rs. 25 Crore respectively in the FY 2019-20.

As a good corporate practice and for more transparency, the Company has provided the information in Corporate Governance Report on a suomoto basis under the provisions of paras C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulation 2015. Our Corporate Governance report forms the part of Annual Report.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD - 1 AND SECRETARIAL STANDARD - 2

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied by your Company.

ANNUAL BOARD EVALUATION

The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framed adopted by the Board. The evaluation process has been done in compliance of the provisions of Companies Act, 2013 and SEBI listing Regulations.

The report thereon is provided in the Corporate Governance Report which forms part of the Annual Report as Annexure IV.

ACKNOWLEDGEM ENTS

Your Board is grateful for the unstinted supportand trust reposed by our shareholders and places on record its deep appreciation of the Independent Directors and the NonExecutive Directors of your Company for their immense contribution by way of strategic guidance, sharing of knowledge, experience and wisdom, which help your Company take right decisions in achieving its business goals.

Your Board appreciates the relentless efforts of the employees and staff including the Management Team headed by the ManagingDirector, who always leads from the front in achieving a very commendable business performance year-on-year despitea challenging business environment.

The Board expresses their gratitude to its all stakeholders i.e members, customers, Government agencies and their departments, Bankers of the Company for their continued support and faith. The Director places on record their sincere appreciation to all the employees of the company for their contribution in the growth of the company.

For and on behalf of the Board of Directors ADVIK CAPITAL LIMITED

(formerly known as Advik Industries Limited)

VIRENDER KUMAR AGARWAL SHAKUL KUMARAGARWAL
Managing Director (Director)
DIN: 00531255 DIN: 03590891

Place :New Delhi

Date: 10/11/2020