Dear Shareholders,
Your Directors are pleased to present the 39th (Thirty
Nineth) Annual Report and Audited Financial Statements for the year ended on 31st March,
2023.
PERFORMANCE OF THE COMPANY:
The Company?s performance is summarized below:
(Amount in Lakhs)
| PARTICULARS |
31st March, 2023 |
31st March, 2022 |
| Total Income |
3053.203 |
1153.192 |
| Less: Total Expenses excluding Depreciation and tax |
3002.931 |
1214.786 |
| Profit before Depreciation & Tax |
50.272 |
(61.594) |
| Less: Depreciation |
0.00 |
0.00 |
| Less: Exceptional Items |
0.00 |
0.00 |
| Profit/(Loss)before Tax |
50.272 |
(61.594) |
| Less: Tax |
|
|
| i. Current Tax |
9.672 |
0.00 |
| ii. Deferred Tax |
0.00 |
0.00 |
| Profit/(Loss)after tax |
40.600 |
(61.594) |
PERFORMANCE OF BUSINESS OPERATIONS:
Your Company?s total income during the year under review was Rs.
3,053.203 Lakhs as compared to Rs. 1,153.192 Lakhs in the previous year. The Profit after
tax was Rs. 40.600 Lakhs as compared to Rs. (61.594) Lakhs in the previous year.
FINANCIAL STATEMENTS:
The Company has prepared the Annual Audited Financial Statements for
the financial year ended 31 March 2023 in accordance with the Companies (Indian Accounting
Standards) Rules, 2015 prescribed under Section 133 of the
Companies Act, 2013 ("the Act").
In accordance with the Act and Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), the
Annual Audited Financial Statements for the financial year ended 31 March 2023, together
with Report of Auditors? thereon, forms part of this annual report.
DIVIDEND:
Considering the need to conserve cash and business expansion, your
Board of Directors has not recommended any dividend on the equity shares of the Company
for the financial year 2022-2023.
TRANSFER TO RESERVE:
The Company does not propose to transfer any amount to the General
Reserve out of the amount available for appropriations for the FY 2022-23.
SHARE CAPITAL:
Authorized Share Capital:
During the year under review, the Company has made the
sub-division/split of face value of Equity Shares from Rs. 10/- (Rupees Ten Only) to Rs.
5/- (Rupees Five Only) each with effect from 31st March, 2023. Therefore, due
to sub-division/split of face value of Equity Share Capital, the Authorized Share Capital
of the Company has been changed from 20,00,00,000 (Twenty Crores) equity shares of Rs.
10/- (Rupees Ten Only) each amounting to Rs. 200,00,00,000/- (Rupees Two Hundred Crores
Only) to 40,00,00,000 (Forty Crores) equity shares of Rs. 5/- (Rupees Five Only) amounting
to Rs. 200,00,00,000/- (Rupees Two Hundred Crores Only).
Issued, Subscribed & Paid-Up Share Capital:
The Company has made the sub-division/split of face value of Equity
Shares from Rs. 10/- (Rupees Ten Only) to Rs. 5/- (Rupees Five Only) with effect from 31st
March, 2023. The Capital Structure after the sub-division is as under:
| Particulars |
No. of Shares |
Face Value |
Amount in Rs. |
| Authorised Share Capital |
40,00,00,000 |
5.00/- |
200,00,00,000.00/- |
| Issued Share Capital |
396,383,486 |
5.00/- |
198,19,17,430.00/- |
| Subscribed Share Capital |
396,383,486 |
5.00/- |
198,19,17,430.00/- |
| Paid Share Capital |
396,383,486 |
5.00/- |
198,19,17,430.00/- |
AUDITORS AND THEIR REPORTS:
The matters related to Auditors and their Reports are as under:
Statutory Auditor:
Pursuant to Section 139 of the Companies Act, 2013, the shareholders in
their meeting held on 30th September, 2022 had appointed M/s. Rishi Sekhri and
Associates, Chartered Accountants, (FRN: 128216W) as Statutory Auditors of the Company for
a term of five (5) consecutive financial years and their term expires at the conclusion of
43rd Annual General Meeting of the Company.
Auditors? Report:
The Auditors? Report on the financial statements of the Company
forms a part of the Annual Report. There is no qualification, reservation, adverse remark,
disclaimer or modified opinion in the Auditors? Report, which calls for any further
comments or explanations.
Secretarial Auditor:
Pursuant to the provisions of Section 204 of the Act, and the rules
made thereunder, the Company has appointed CS Heena Gulrajani, Proprietor of M/s. Heena
Gulrajani & Associates, Practicing Company Secretaries having Membership No.: A68255
& COP No.: 25423, to undertake the Secretarial Audit of the Company.
Secretarial Compliance Report and Secretarial Audit Report for FY
2022-23 of the Company is annexed, which forms part of this report as Annexure 1.
There are no qualifications, reservation or adverse remarks given by
Secretarial Auditors of the Company.
Internal Auditor:
For FY 2022-23, the Board of Directors had appointed M/s. K S G C &
Associates, Chartered Accountants (Firm Registration No.: 021829C) as Internal Auditors of
the Company. The Internal Auditors have been periodically reporting to the Audit Committee
with regards to their audit process and key audit findings during the year.
There are no qualifications, reservation or adverse remarks given by
Internal Auditors of the Company for the period under review.
PUBLIC DEPOSITS:
During the year under review, the Company has not accepted or renewed
any deposits falling within the purview of provisions of Section 73 of the Companies Act,
2013 read with The Companies (Acceptance of Deposits) Rules, 2014.
CHANGE IN NATURE OF BUSINESS:
During the year under review, there was no material change in the
nature of business of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:
During the year under review, no significant and material orders were
passed by the Regulators, Securities Exchange
Board of India, Stock Exchanges, Tribunal or Courts which impact the
going concern status and the Company?s operations in future.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY:
No material changes and commitments affecting the financial position of
the Company have occurred between the end of the financial year of the Company to which
the Financial Statement relate and the date of this report. There was no change in
company?s nature of business during the FY 2022- 23.
MANAGEMENT DISCUSSION & ANALYSIS:
As required under Regulation 34 read with Schedule V (B) of SEBI
(Listing Obligations and Disclosure
Requirements) (Amendment) Regulations, 2018, report on "Management
Discussion and Analysis" is attached as
Annexure 2 and forms a part of this Report.
CORPORATE GOVERNANCE:
The Company is committed to pursue and adhere to the highest standard
of Corporate Governance as set out by the Securities and Exchange Board of India (SEBI)
and the Companies Act, 2013. The report on the Corporate Governance as stipulated in
regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is enclosed with this Report as Annexure 3.
PERFORMANCE OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:
During the period under review, the Company does not have any
Subsidiary, Joint Ventures and Associate Company. Therefore, Form AOC-1 for statement
containing salient features of the financial statement of subsidiaries or associate
companies or joint ventures pursuant to first proviso to sub-section (3) of section 129
read with rule 5 of Companies (Accounts) Rules, 2014 is Not Applicable.
On 21st April 2023, the Company named Avance Ventures
Private Limited was incorporated as wholly owned subsidiary of the Company.
DIRECTORS / KEY MANAGERIAL PERSONNEL:
a. Retirement by Rotation
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Vasant Bhoir (DIN: 07596882) is liable to
retire by rotation and being eligible, offers himself for re-appointment.
The Board recommends the re-appointment of Mr. Vasant Bhoir (DIN:
07596882) as Director in the forthcoming Annual General Meeting of the Company. Your Board
has recommended his re-election.
Re-appointment of Director:
Re-appointment of Mrs. Shakila Makandar (DIN: 06513263) for the 2nd
term as an Independent Director of the Company through passing of special resolution.
b. Changes in Directors/ Key Managerial Personnel:
There was no change in the Board of Directors of the Company during the
year under review.
Ms. Deepa Garg has resigned from the post of Company Secretary &
Compliance Officer of the company w.e.f 20th June 2022.
Mrs. Sneha Shrivastava has been appointed as the Company Secretary
& Compliance Officer of the company w.e.f 21st June 2022.
c. Composition:
The current composition of the Board is in accordance with the
provisions of Section 149 of the Act and Regulation 17 of the Listing Regulations and
specifically stated in Corporate Governance Report.
d. Declaration/Disclosures of Directors proposed to be appointed /
re-appointed:
None of the directors of the company are disqualified under the
provisions of the Companies Act, 2013 or under the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. All the Directors have made necessary
disclosures as required under the various provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. Brief profile of Mr.
Vasant Bhoir (DIN: 07596882) proposed to be re-appointed and his Qualification, Experience
along with the name of Companies in which he hold the Directorship and Listed Companies in
which he hold Chairmanship/membership of the Committees of the Board, as stipulated under
Regulations 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Secretarial Standard on General Meetings is given as Annexure to the Notice
convening the 39th Annual General Meeting.
MEETINGS OF BOARD OF DIRECTORS:
The Board meets at regular intervals to discuss and decide on
Company/business policy and strategy apart from other Board businesses. Your Company holds
at least four Board Meetings in a year, one in each quarter to review the financial
results and other items of the agenda. During the reporting period, the Board of Directors
met 07 (Seven) times during the financial year viz. 28th May 2022, 09th
June 2022, 21st June 2022, 12th August 2022, 05th
September 2022, 11th November 2022 and 13th February 2023.
The notice of Board Meeting is given well in advance to all the
Directors. The Agenda and Pre-reads are circulated well in advance before each meeting to
all the Directors for facilitating effective discussion and decision making.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:
All the Independent Directors of the Company have given declarations
that they meet the criteria of independence as specified in Section 149(6) of the Act and
shall abide by the Code for Independent Directors as specified in Schedule- IV of the Act.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES,
AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015, the Board is required
to monitor and review the Board evaluation framework. In line with the Corporate
Governance Guidelines, the Board has carried out the annual performance evaluation of its
own performance, the Chairman, the Directors individually, Chief Financial Officer,
Company Secretary as well as the evaluation of the working of its Audit, Nomination and
Remuneration, Stakeholders Relationship and Risk Management Committee. This evaluation is
led by the Chairman of the Nomination and Remuneration Committee with specific focus on
the performance and effective functioning of the Board. The evaluation process also
considers the time spent by each of the Board Member, core competencies, personal
characteristics, accomplishment of specific responsibilities and expertise. The Board
evaluation is conducted through questionnaire having qualitative parameters and feedback
based on ratings. The Directors expressed their satisfaction with the evaluation process.
SECRETARIAL STANDARDS:
The Company has complied with all the applicable provisions of
Secretarial Standard on Meetings of Board of Directors (SS-1), Revised Secretarial
Standard on General Meetings (SS-2) and other voluntarily adopted Secretarial Standards
such as Secretarial Standard on Dividend (SS-3), Secretarial Standard on Report of the
Board of Directors (SS-4) issued by Institute of Company Secretaries of India.
COST RECORDS AND COST AUDITORS:
The provisions of Cost Audit and Records as prescribed under Section
148 of the Act, are not applicable to the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
In line with the requirements of the Companies Act, 2013 and Listing
Regulations, the company has formulated a Policy on Related Party Transactions as approved
by the Board of Directors which is also available on the Company?s website
www.avance.in and the same is considered for the purpose of identification and monitoring
Related Party transactions.
During the year under review, the Company has not entered any contracts
or arrangement with its related parties referred to in Section 188(1) of the Companies
Act, 2013. Disclosures in Form AOC-2 pertaining to material contract and arrangement in
terms of Section 134(3)(h) of the Companies Act, 2013, and Rule 8(2) of the Companies
(Accounts) Rules 2014, is included in this report as Annexure 4 and forms an
integral part of this report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies
Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith
as Annexure 5 forming part of the report.
ANNUAL RETURN:
The extract of Annual Return of the Company as on March 31, 2023 in
form MGT 9 in accordance with section 92(3) read with Rule 12 of the Companies (Management
and Administration) Rules, 2014 is attached as "Annexure
6"to this Report.
HUMAN RESOURCE, HEALTH & SAFETY:
The company views its valued employees as one of the most important
elements of the business and as being critical to the accomplishment of the endeavors that
have been undertaken. The Company considers its Human Resources Development a critical
factor to its success and continuously focuses on its development with various people
initiatives. The learning and development framework focuses to enhance adherence to
operating & business processes. The Company strives to encourage diversity in
workforce and believe in building the career of its employees through focused
interventions. The Company gives paramount importance to safety, security and well-being
of its human resources and maintains highest standards of health and safety in all
aspects.
DETAILS OF LOANS, GUARANTEES AND INVESTMENTS U/S 186 OF THE ACT:
The particulars of loans, guarantees and investments have been
disclosed in the financial statements for the financial year 2022-23 which forms an
integral Part of this annual report.
INTERNAL CONTROL SYSTEM, THEIR ADEQUACY AND OPERATIVE EFFECTIVENESS:
The Company has an adequate system of internal controls in place. It
has documented policies and procedures covering all financial and operating functions.
These controls have been designed to provide a reasonable assurance with regard to
maintaining of proper accounting controls for ensuring reliability of financial reporting,
monitoring of operations, and protecting assets from unauthorized use or losses,
compliances with regulations. The Company has continued itself orts to align all its
processes and controls with global best practices.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
Pursuant to Section 197(12) of the Act, read with Rule 5 of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, details/information?s related
to the remuneration of Directors, Key Managerial
Personnel and Employees are set out in Annexure 7 to this
Report.
CERTIFICATE ON COMPLIANCE OF CORPORATE GOVERNANCE:
A Certificate of the Secretarial Auditor confirming its compliance with
the conditions of Corporate Governance stipulated under the SEBI (LODR) Regulations, 2015
is attached as Annexure 8.
MANAGING DIRECTOR AND CFO CERTIFICATION ON FINANCIAL STATEMENTS:
A Certificate of the Managing Director and CFO of the Company in terms
of Listing Regulations, inter alia, confirming the correctness of the financial statements
and cash flow statements, adequacy of the internal control measures and reporting of
matters to the Audit Committee, is also annexed as Annexure 9.
CERTIFICATE ON DIRECTOR DEBARMENT OR DISQUALIFICATION:
A Certificate of the Auditor on verification of Debarment or
Disqualification of Directors pursuant to Regulation 34 (3) read with Para C (10)(i) of
Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is attached as Annexure 10.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company does not meet the criteria specified in sub section (1) of
section 135 of the Companies Act, 2013, read with Companies [Corporate Social
Responsibility (CSR)) Rules, 2014. Therefore, it is not required to incur any expenditure
on account of CSR activities during the year.
DIRECTORS? RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of
Directors of the Company, hereby confirms that:
In the preparation of the annual accounts for the year ended 31st
March, 2023 the applicable accounting standards have been followed and there are no
material departures from the same;
They have selected such accounting policies, judgments and estimates
that are reasonable and prudent and have applied them consistently so as to give a true
and fair view of the state of affairs of the Company as at 31st March, 2023 and of the
statement of Profit and Loss as well as Cash Flow of the company for the year ended on
that date;
Proper and sufficient care has been taken 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;
The annual accounts have been prepared on a going concern basis;
Necessary internal financial controls have been laid down by the
Company and the same are commensurate with its size of operations and that they are
adequate and were operating effectively; and
Proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
REPORTING OF FRAUDS:
During the year under review, the Auditors of the Company has not
reported to the Audit Committee under section 143(12) of the Companies Act, 2013, any
instances of the fraud committed by the Company, its officers and employees, the details
of which would need to be mentioned in the Board Report.
POLICY ON NOMINATION AND REMUNERATION:
Policy on Directors? appointment and remuneration is to follow the
criteria as laid down under the Companies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Emphasis is given to persons from diverse fields or professions. The
Remuneration Policy is uploaded on the Company website www.avance.in
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Vigil Mechanism of the Company includes a Whistle Blower Policy to
deal with instance of fraud and mismanagement, if any. Further, the mechanism adopted by
the Company encourages a whistle blower to report genuine concerns or grievances and
provides for adequate safeguards against victimization of the whistle blower who avails of
such mechanism as well as direct access to the Chairman of the Audit Committee. The
functioning of the vigil mechanism is reviewed by the Audit Committee from time to time.
None of the whistle blowers have been denied access to the Audit Committee of the Board.
The details of the Whistle Blower Policy is posted on the website of the Company at
www.avance.in.
POLICY AGAINST SEXUAL HARASSMENT:
The Company is committed to creating a healthy working environment that
enables employees to work without fear of prejudice and gender bias. The Company has
formulated Policy on prevention, prohibition and redressal of sexual harassment of women
at workplaces in accordance with The Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act 2013. Your Company has a robust mechanism in place to
redress complaints reported under it if any. During the year under review, the Company has
not received any complaints in this regard.
APPRECIATION & ACKNOWLEDGEMENT:
The Board of Directors wish to place on record its deep sense of
appreciation for the committed services by all the employees of the Company. The Board of
Directors would also like to express their sincere appreciation for the assistance and
co-operation received from the financial institutions, banks, government and regulatory
authorities, stock exchanges, customers, vendors, members during the year under review.
| By Order of the Board |
|
|
| For Avance Technologies Limited |
|
|
| Sd/- |
Sd/- |
|
| Srikrishna Bhamidipati |
Vasant Bhoir |
|
| Managing Director |
Director |
Date: 04th September 2023 |
| DIN: 02083384 |
DIN: 07596882 |
Place: Mumbai |
+91-9892691696
