To,
The Members of
ADVITIYA TRADE INDIA LIMITED
Your Directors have pleasure in presenting the Fifth (5th) Annual Report on
the business and operations of the Company along with Audited Financial Statements for the
Financial Year ended 31st March, 2021. The economic contraction in first half
of FY 2020-21 was very challenging due to covid-19 nationwide lockdown however, business
activities returned to normalcy due to its zeal and commitment. The company has witnessed
gradual recovery in the demand back its pre-covid scenario. The financial highlights are
as follows: -
1. FINANCIAL RESULTS:
The financial results of the Company for the financial year ended on 31st March, 2021
are as follows:
| Particular |
As on 31st March,2021 |
As on 31stMarch, 2020 |
|
(In Lakhs) |
(in Lakhs) |
| Revenue from Operations |
5515.65 |
5,895.46 |
| Other Income |
|
|
| Total Income |
5515.65 |
5,895.46 |
| Total Expenses |
5492.41 |
5,797.42 |
| Profit Before Tax |
23.24 |
98.04 |
| Extraordinary Items |
|
|
| Less: Income Tax (Current Year) |
9.42 |
26.12 |
| Less: Deferred Tax |
0.37 |
0.62 |
| Profit/(Loss) after tax |
14.19 |
72.54 |
2. RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS
The Company recorded a turnover of Rs. 5515.65 Lakh during the year as against Rs.
5,895.46 Lakh in the previous year and the Company has earned a profit after tax of Rs.
14.19 Lakh as compared to the profit of Rs. 72.54 Lakh in the previous financial year. The
management of the Company is putting their best efforts to improve the performance of the
Company.
The company has set up its manufacturing plant for at Ballabgarh, Haryana for the
manufacturing of Aluminium panel and its allied products with an investment of Rs. 2 Crore
to increase & expand the business operations of the company.
3. CHANGE IN THE NATURE OF BUSINESS
There were no changes in the nature of Business of the Company during the financial
year
4. SHARE CAPITAL
The Authorized Share Capital of the Company is Rs. 100,000,100/- divided into
1,00,00,010 Equity Shares of Rs. 10/- each. As on 31st March, 2021, the paid-up share
capital of the Company stood at Rs. 9,91,20,000/- divided into 99,12,000 Equity Shares of
Rs. 10/- each.
5. DIVIDEND
The Board of Directors has not recommended any dividend for the financial year ended on
31st March, 2021. Since the Board have considered it financially prudent in the long-term
interest of the Company to re-invest the profits into the business of the Company to build
a strong reserve base and grow the business of the Company.
6. TRANSFER TO RESERVES
During the financial year, the Company has not transferred any profit into the General
Reserve of the Company.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END
OF THE FINANCIAL YEAR AND DATE OF REPORT
There have been no material changes and commitments were recorded during the financial
year which materially affects the financial position of the Company till the date of this
report.
9. DEPOSIT
The Company has not accepted any deposits from the public and as such, no amount on
account of principal or interest on deposits from public was outstanding as on the date of
the Balance sheet for the Financial Year 2020-21.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE U/S 186 OF THE
COMPANIES ACT, 2013
The particulars of loans, guarantees and investments have been disclosed in the
financial statements which also form part of this report.
11 . CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility
Initiatives as provisions of section 135(1) of the Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014 since the aforesaid provisions are
not applicable.
12.CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO
The particulars as prescribed under Section 134(3) of the Companies Act, 2013 read with
Rule 8(3) of Companies (Accounts) Rules, 2014 are annexed herewith at "Annexure
No. I"
13. INTERNAL FINANCIAL CONTROL SYSTEM
According to Section 134(5) (e) of the Companies Act, 2013, the term financial control
(IFC) means the policies and procedures adopted by the Company for ensuring the orderly
and efficient conduct of business, including adherence to the Companys policies,
safeguarding of its assets, prevention and detection of frauds and errors, accuracy and
completeness of the accounting records and timely preparation of reliable financial
information.
The Company has a well-placed, proper and adequate Internal Financial Control System
which ensures that all the assets are safeguarded and protected and the transactions are
authorized, recorded and reported correctly.
To further strengthen the internal control process, the Company has developed the very
comprehensive compliance management tool to drill down the responsibility of the
compliance from top management to executive.
14. CHANGES IN DIRECTORS & KEY MANAGERIAL PERSONNAL
During the financial year, there were no changes in the Board of Directors of the
Company.
As on 31st March, 2021 Board of Directors of the Company is comprised of
following Directors:
| S. No Name of the Director |
Designation |
| 1 Mr.SandeepGoyal |
Managing Director& CFO |
| 2 Mr. Chahat Gupta |
Director |
| 3 Mr.PoonamAgarwal |
Independent Director |
| 4 Mr.BishamberNathMehra |
Independent Director |
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. SandeepGoyal, Director of the Company retires by rotation
at the ensuing AGM. The Board of Directors of the Company, on the recommendation of
Nomination and Remuneration Committee (NRC), has recommended his re-appointment
KEY MANAGERIAL PERSONNEL
? Whole Time Director
There is no change in Managing Director & Whole Time Directors of the Company.
? Chief Financial Officer
There is no change in Chief Financial Officer of the Company.
? Company Secretary
During the year, Mr. Mayank Nigam appointed as the Company Secretary and Compliance
officer of the Companyw.e.f. 7th May, 2020 in place of Mr. Naval.
The remuneration and other details of the KMP for the FY 2020-21 are provided in the
extract of the Annual Return which forms part of this Directors Report.
15.LISTING
Currently the Equity Shares of the Company are listed on SME Platform of BSE Limited.
And there are no arrears on account of payment of Listing Fees to the Stock Exchange.
16 . POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
Pursuant to Section 178(3) of the Companies Act, 2013, the Nomination and Remuneration
Committee constituted by the Board of Directors have laid down the following policies:
a. Criteria for nomination as Director, Key Managerial Personnel and Independence of a
Director.
b. Criteria for determining Remuneration of Directors, Key Managerial Personnel and
Senior Management
Other Employees of the Company. c. Evaluation of performance of the members of the
Board, Key Managerial Personnel.
The following Directors are the members of the Nomination and Remuneration Committee:
| Mrs. PoonalAgarwal |
- Chairman |
| MrBishamberNathMehra- |
Member |
| Mr. Chahat Gupta |
- Member |
During the year 2 (Two) meetings of the Nomination and remuneration Committee were held
The attendance details of the Nomination and Remuneration Committee meetings are as
follows:
| Names of Directors |
Designation |
No. of meetings attended |
| Mrs.PoonamAgarwal |
Non- Executive, Independent |
2 |
| DIN: 07854132 |
Director |
|
| Mr.Chahat Gupta |
Non- Executive, Non - |
2 |
| DIN: 07762521 |
Independent Director |
|
| Mr.BishamberNathMehra |
Non- Executive, Independent |
2 |
| DIN: 08700633 |
Director |
|
Nomination & Remuneration Policy is uploaded on the website of the Company i.e. at
www.advitiyatrade.co
17 . INDEPENDENT DIRECTORS DECLARATION
The Company has received necessary declaration from each independent Director under
Section 149(7) of the Companies Act, 2013, confirming that he / she meets the criteria of
independence laid down in Section 149(6) of the Companies Act, 2013 and listing
regulations.
18. BOARD EVALUATION
In line with the provisions of section 134(3) of the Companies Act, 2013 and Rules made
thereunder read with the relevant provisions of the SEBI Listing regulations, 2015, the
Board of Directors has carried out an annual evaluation of its own performance, Board
Committees and individual Directors. The performance of the Board of Directors and its
Committees were evaluated on various parameters such as structure, composition,
experience, performance of specific duties and obligations, quality of decision making and
overall effectiveness.
The performance of individual Directors was evaluated on parameters, such as meeting
attendance, participation and contribution and independent judgment.
The Board members noted from time to time the suggestions/ inputs of Independent
Directors, Nomination Committee and Audit Committee and also discussed various initiatives
to further improve the Board effectiveness.
In a separate meeting of Independent Directors held on 31.03.2021 performance of
non-independent Directors, performance of the Board as a whole and performance of the
Chairman was evaluated.
19. MEETINGS OF THE BOARD
The Board of Directors of your company met 9 (Nine) times to review strategic,
operational and financial performance of the company. All the Directors actively
participated in the meetings and contributed valuable inputs and insights on the matters
brought before the Board on time to time. The requisite quorum was present in all the
meetings. The Meetings were held as on 07.05.2020, 29.06.2020, 07.09.2020, 05.10.2020,
10.10.2020, 31.10.2020, 12.11.2020, 12.12.2020 and 31.03.2021. The maximum interval
between any two meetings did not exceed 120 days.
| S. No Name of the Director |
No of board Meetings held during the year during his/her tenure as
Director |
No. of Meetings attended during the year |
| 1 SandeepGoyal |
9 |
9 |
| 2 Chahat Gupta |
9 |
9 |
| 3 PoonamAgarwal |
9 |
9 |
| 5 BishamberNathMehra |
9 |
9 |
The fourth Annual general meeting of the Company was held on 30th September, 2020.
20. AUDIT COMMITTEE
The Board of Directors of the Company has constituted Audit Committee u/s 177 of the
Companies Act, 2013 consisting of 3 members Mrs. PoonamAgarwal (Independent Director), Mr.
BishamberNathMehra (Independent Director) & Mr. SandeepGoyal (Managing Director). Mrs.
PoonamAgarwal is the Chairman of the Audit Committee.
The Company Secretary acts as the Secretary to the Audit Committee. The primary
objective of the Audit
Committee is to monitor and provide an effective supervision of the managements
financial reporting process, to ensure accurate and timely disclosures, with the highest
levels of transparency, integrity and quality of financial reporting. The Audit Committee
overseas the work carried out in the financial reporting process by the management, the
internal Auditors and the Independent Auditors and notes the processes and safeguards
employed by each of them. All possible measures must be taken by the Audit Committee to
ensure the objectivity and independence of the independent auditors.
The Audit Committee held 3 (Three) meetings during the year ended 31.03.2021. These
were held on 07.05.2020, 29.06.2020 and 12.11.2020. The attendance details of the Audit
Committee meetings are as follows:
| S. No. Name of Director |
No. of Meetings Held |
No. of meetings Attended |
| 1. Ms.PoonamAgarwal |
3 |
3 |
| 2. Mr.SandeepGoyal |
3 |
3 |
| 3. Mr.BishamberNathMehra |
3 |
3 |
21. STAKEHOLDERS RELATIONSHIP COMMITTEE
As per the provision of section 178 of the Companies Act, 2013 the constitution of
Stakeholders Relationship Committee is as follow. During the year under review, one
meeting was held on 08.10.2020. The attendance details of the Stakeholders Relationship
Committee meetings are as follows:
| S. No. Name of Member |
No. of Meetings Held |
No. of Meetings Attended |
| 1 Mrs.PoonamAgarwal |
1 |
1 |
| 2 Mr. Chahat Gupta |
1 |
1 |
| 3 Mr. BishamberNathMehra |
1 |
1 |
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts or arrangements with related parties referred to in section
188(1) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014
in prescribed Form AOC-2 is annexed herewith at
"Annexure II".
The policy on Related Party Transactions, as approved by the Board, may be accessed on
the Companys website at the link: https://www.advitiyatrade.co
23. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary, Joint Venture or Associate Company; hence
provisions of Section 129(3) of the Companies Act, 2013 relating to preparation of
consolidated financial statements are not applicable.
24. VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per the provisions of Companies Act, 2013, every Listed Company shall establish a
vigil mechanism (similar to Whistle Blower mechanism). In pursuance of the provisions of
section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism/ whistle blower
policy for Directors and employees to report genuine concerns has been established and
approved by Board.
The Company believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting highest standards of professionalism, integrity and ethical
behaviour.
The Vigil Mechanism cum Whistle Blower Policy may be accessed on the Companys website
at the link: https://www.advitiyatrade.co
25. PARTICULARS OF EMPLOYEES U/S 197(12) OF THE COMPANIES ACT, 2013
The Provision of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, regarding statement of particulars of employees is not applicable on the
Company.
26. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS OR COURTS ORTRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE.
There was no significant order was passed by any regulatory authority or court or
tribunal.
27. DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED U/S 134(3)(c):
Pursuant to section 134(5) of the Companies Act, 2013, the board of Directors, 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;
b. the Directors 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 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 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. the Directors have prepared the annual accounts on a going concern 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 were operating
effectively f. the Directors have devised proper system to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
28. AUDITORS
STATUTORY AUDITOR
M/s Sadana & Co., Chartered Accountants, were appointed as statutory auditors
of the Company from the conclusion of the 2nd Annual General Meeting till the
conclusion of the 7th Annual General Meeting of the Company for the single
Tenure of 5 Years. The Auditors confirmed that they are not disqualified as from
continuing as Auditors of the company.
The notes on accounts referred to in the auditors report are self-explanatory and
therefore dont call for any further comments by the Board of Directors. There are no
qualifications or adverse remarks in the Auditors
Report which require any clarification or explanation.
SECRETARIAL AUDITOR
In terms of Section 204 of the Act and Rules made there under, M/s KMPM & Co.,
Practicing Company Secretaries were appointed as Secretarial Auditors for the financial
year 2020-21. The Secretarial Audit Report for the financial year ended on March 31, 2021
is annexed herewith marked as "Annexure-III" to this Report.
There are no qualifications or adverse remarks in the Secretarial Auditors Report
which require any clarification or explanation.
INTERNAL AUDITOR
In terms of Section 138 of the Act and Rules made there under, KMRG & Associates,
Chartered Accountants were appointed as Internal Auditors for the financial year 2020-21.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per SEBI Listing Regulations, Management Discussion and Analysis are attached, which
form part of this report annexed herewith at Annexure No. IV.
30. RISK MANAGEMENT
During the year, The Board had developed and implemented an appropriate risk management
policy for 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.
31. CODE OF CONDUCT AND ETHICS
The Board of Directors of the Company has adopted a Code of Conduct and Ethics for the
Directors and Senior
Executives of the Company. The object of the Code is to conduct the Companys business
ethically and with responsibility, integrity, fairness, transparency and honesty. The Code
sets out a broad policy for ones conduct in dealing with the Company, fellow Directors
and with the environment in which the Company operates.
32. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013
Your Company has a policy and framework for employees to report sexual harassment cases
at workplace and the process ensures complete anonymity and confidentiality of
information. No complaints of sexual harassment were raised in the financial year 2020-21.
33. ANNUAL RETURN
As per the requirements of Section 92(3) of the Companies Act and Rules framed
thereunder, the extract of the Annual Return is available on website of the Company i.e.
athttps://www.advitiyatrade.co
34. CORPORATE GOVERNANCE
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
exempts companies which have listed their specified securities on SME Exchange from
compliance with corporate governance provisions.
Since the equity share capital of your Company is listed exclusively on the SME
platform of BSE Limited the Company is exempted from compliance with Corporate Governance
requirements and accordingly the reporting requirements like Corporate Governance Report
Business Responsibility Report etc. are not applicable to the Company.
35. PARTICULARS OF EMPLOYEES AND REMUNERATION
The information required under Section 197 & Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014 is given below-
| Director |
Designation |
Remuneration |
| SANDEEP GOYAL |
MANAGING DIRECTOR |
15,00,000 |
| CHAHAT GUPTA |
DIRECTOR |
NIL |
| POONAM AGARWAL |
INDEPENDENT DIRECTOR |
NIL |
| BISHAMBER NATH MEHRA |
INDEPENDENT DIRECTOR |
NIL |
b) Percentage increase in the median remuneration of employees in the financial
year2020-21: NIL
c) Number of permanent employees on the rolls of the Company as on March 31, 2021:
2(Two).
d) Average percentile increase made in the salaries of employees other than key
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration:
NIL
e) It is hereby affirmed that the remuneration paid during the year is as per the
Remuneration policy of the Company.
f) There is no employee covered under the provisions of section 197(14) of the
Companies Act 2013.
There was no employee in the Company who drew remuneration of Rs. 10200000/ - per annum
during the period under review. Hence the Company is not required to disclose any
information as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014.
33. RISK MANAGEMENT POLICY
During the year, The Board had developed and implemented an appropriate risk management
policy for 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.
34. COMPLIANCE OF SECRETARIAL STANDARDS
The applicable Secretarial Standards i.e. SS-1 and SS-2 relating to ‘Meetings
ofthe Board of Directors and ‘General Meetings respectively have been duly
compliedby your Company
35. ACKNOWLEDGEMENT
The Directors thank the Companys employees, customers, vendors, investors and academic
institutions for their continuous support.
The Directors also thank the Government of India and concerned government departments /
agencies for their co-operation.
For & on behalf of
ADVITIYA TRADE INDIA LIMITED
|
Sd/- |
| SandeepGoyal |
Chahat Gupta |
| Managing Director |
Director |
| DIN:07762515 |
DIN:07762521 |
+91-9892691696
