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Directors Report of Advance Powerinfra Tech Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in submitting their Annual Report together with the Audited Statements of Account for the year ended on March 31, 2015.

Financial Performance

The Company''s financial performance for the year ended 31st march, 2015 is summarized below:

RS. (In Lacs)

Financial Result Year Ended Year Ended 31.03.2015 31.03.2014

Total Revenue 1173.49 1149.71

Profit /(Loss) Before Tax 9.17 12.12

Less: Tax Expenses 2.42 3.75

Profit /(Loss) After Tax 6.75 8.39

Balance carried to Balance Sheet 6.75 8.39

Operating & Financial Performance

The current recession prevailing in the economy has marred the performance of the Company. During the year, the net revenue from operations of your Company increased by 2.07 % from Rs. 1149.71 Lacs to Rs. 1173.49 Lacs. For FY 2015, your Company''s profit after tax stood at Rs. 6.75 Lacs vis-a-vis Rs. 8.39 Lacs in the previous year, registering a decline of 19.56 %.

Change in the nature of business, if any

There is no change in the nature of the business of the Company.

Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future

There were no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

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

There were no material changes and commitments affecting the financial position of the Company occurring between March 31, 2015 and the date of this Report of the Directors.

Subsidiary / Joint Ventures / Associates

The Company has no subsidiaries or associated companies therefore disclosures in this regard are not provided in this Report.

Internal Financial Control

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 weaknesses in the design or operation were observed.

Company''s Policies on Remuneration, Employee Concern (Whistle Blowing) and also the Code of Conduct applicable to Directors and Employees of the Company have been complied with. These Policies and the Code of Conduct are available on the Company''s website at www.advancepowerinfratech.com.

Dividend

With the view to conserve the resources of company your directors regret to recommend any dividend for the period under report.

Share Capital

The paid up Equity Share Capital as on March 31, 2015 was Rs.1, 16, 38,300. During the year under review the company has not issued any shares or any convertible instruments.

Segment wise performance

The Company is primarily a manufacturer and trader of electrical transformer as a single unit. Accordingly, the Company is a single business segment company.

Risk Management

Although the company has long been following the principle of risk minimization as is the norm in every industry, it has now become a compulsion. The Board members were informed about risk assessment and after which the Board formally adopted and implemented the necessary steps for monitoring the risk management plan for the company.

Board of Directors

In accordance with the provisions of Companies Act, 2013 Ms. Sultana Khan (DIN: 06940833), Director of the Company retires by rotation and being eligible offers herself for re-appointment.

At the 20th Annual General Meeting of the company held on 30th September, 2014 the Company had appointed Mr. Sandip Goswami (DIN 06397067) and Mr. Mohd. Mohiuddin Laskar (DIN 06727819) as independent directors under the Companies Act, 2013 for 5 consecutive years for a term upto 31st December, 2019.

All independent directors have given declaration that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of listing agreement.

Mr. Sudhir Kumar Joshi (DIN: 05102823) ceased to be a director w.e.f. 31.07.2014 & Mr. Piyush Kumar Jain (DIN: 00440575) ceased to be a director w.e.f. 14.11.2014. Your directors place on record their appreciation for their contribution to the development of the company.

Meetings of Board and Committees

The details of number and dates of meetings held by the Board and its Committees and attendance of Directors is given separately in the attached Corporate Governance Report.

Directors'' Responsibility Statement

The Board of Directors acknowledges the responsibility for ensuring compliance with the provisions of section 134(3)(c) read with section 134(5) of the Companies Act, 2013 and Clause 49(III)(D)(4)(a) of the listing agreement with Stock Exchanges in the preparation of the annual accounts for the year ended on 31.03.2015 and state that :

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) 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 of the Company for that period;

(iii) the Directors have 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 have prepared the annual accounts on a going concern basis;

(v) 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

(vi) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Contracts and Arrangements with Related Party

There were no contracts or arrangements entered into by the company in accordance with provisions of Section 188 of the Companies Act, 2013. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company at large.

Key Managerial Personnel

The following two persons were formally appointed as Key Managerial Personnel of the Company effective from April 1, 2014 in compliance with the provisions of Section 203 of the Companies Act, 2013:

a) Mr. Akhilesh Kotia, Managing Director

b) Mr. Kamal Kumar Singh, Chief Financial Officer

Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of its Committees.

Corporate Governance

Report on Corporate Governance along with the certificate thereon as obtained from M/s. A. K. Labh & Co., Company Secretaries is separately attached as Annexure I and Annexure II respectively and forms a part of the Directors'' Report.

Audit Committee

The Audit Committee comprises Directors namely Mr. Sandip Goswami (Chairman), Mr. Mohd. Mohiuddin Laskar and Ms. Sultana Khan as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Other Committees

The other Committees of the Company includes Nomination & Remuneration Committee & Stakeholders Relationship Committee which comprises Directors namely Mr. Sandip Goswami (Chairman), Mr. Mohd. Mohiuddin Laskar and Ms. Sultana Khan as other members in both the committees. The Company''s Remuneration Policy is available on the Company''s website www.advancepowerinfratech.com and is attached as Annexure III and forms a part of this Report of the Directors.

Vigil Mechanism

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior the company has adopted a vigil mechanism policy which is available on the Company''s website www.advancepowerinfratech.com

Corporate Social Responsibility

The provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not applicable to the Company.

Listing

The shares of the Company are listed on the Bombay and Calcutta Stock Exchange. The Company''s shares are compulsorily traded in the dematerialized form. The ISIN number allotted is INE 009D01017.

Statutory Audit

Mr. K M Roy, Chartered Accountants (Membership No.: 53720), Kolkata, the Auditors of your company is retiring at the forthcoming Annual General Meeting and is eligible for re-appointment. The observations of Auditors in their report read with the relevant notes to Financial Statement are self explanatory and therefore do not require further explanations.

Secretarial Audit

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Ms. Suchita Tiwari, Practicing Company Secretary (C.P No.-13787), in accordance with the provisions of section 204 of the Companies Act, 2013. The Secretarial Auditor''s Report is attached as Annexure IV and forms a part of this Report of the Directors. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.

Internal Audit

M/S S.K.Agarwal & Co., Chartered Accountants performs the duties of internal auditors of the company and their report is reviewed by the audit committee from time to time.

Fixed Deposits

The Company has not accepted any deposits from the public, and as such, there are no outstanding deposits in terms of the Companies (Acceptance of Deposits) Rules, 2014.

Loans, guarantees and investments

It is the Company''s policy not to give loans, directly or indirectly, to any person or to other body corporate or give any guarantee or provide any security in connection with a loan to any other body corporate or person.

Conservation Of Energy. Technology Absorption. Foreign Exchange Earning and Outgo:

In compliance with the provisions of section 134(3) (m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 your company has to report that:

a) Your Company has neither carried out any Research and Development Work nor spent any amount on it.

b) There were no foreign exchange earnings or outgo.

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure V.

Managerial Remuneration

The information required pursuant to Section 197(12) read with Rule 5(1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached here as Annexure VI and forms a part of the Directors'' Report.

There are no employees who are in receipt of remuneration in excess of the limit specified under section 134(3) (q) read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Disclosures under Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act. 2013.

Your Directors state that during the year an Internal Complaint Committee has been formed to review the cases filed pursuant to Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and further state that, there were no cases reported in respect to above mentioned Act.

Acknowledgement

Your Directors take the opportunity of placing their sincere appreciation to the Central Government, State Government, Banks, Financial Institutions, employees, associates, consultants and members of the company for their valuable guidance and support.

On behalf of the Board For Advance Powerinfra Tech Ltd.

Akhilesh Kotia Managing Director

Registered Office: 4, Chandni Chowk Street Kolkata-700072 Sandip Goswami Date: 30.05.2015 Director


Mar 31, 2014

Dear Members,

The Directors present the 20th Annual Report and Audited Accounts of Company for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHT:

For the year For the nine ended months 31.03.2014 period ended Rs. (In Lacs) 31.03.2013 Rs. (In Lacs)

Total Revenue 1149.71 354.43

Profit/(Loss) before Taxation 12.13 10.92

Profit/(Loss) after Taxation 8.39 7.54

DIVIDEND:

Your directors regret to recommend any dividend for the period under report.

PERFORMANCE:

The current recession prevailing in the economy has marred the performance of the Company. However, the company is trying its best to perform better. The company is also trying to absorb some job works.

FIXED DEPOSIT:

Your company has not accepted any Fixed Deposit during the period under review.

PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration in excess of the limit specified under Section 217(2A) of the Companies (Particulars of Employees) Rule, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:

In compliance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the report of the Directors) Rule, 1988, your company has to report that:

a) Your Company has neither carried out any Research and Development Work nor spent any amount on it.

b) There was no foreign exchange earning or outgo.

DIRECTORS:

Mr. Akhilesh Kotia, Managing Director of the company retires by rotation and being eligible offers himself for re- appointment.

DIRECTORS'' RESPONSIBILITY STATEMENT:

Your Directors confirm:

i) that in the preparation of the Annual Accounts, the applicable accounting standards has been followed except AS 15 as the company follow the policy of pay as you go in respect of gratuity and leave encashment,

ii) that 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 year ended 31st March, 2014 and of the profit of the company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors has prepared the annual accounts on a going concern basis.

AUDITORS'' REPORT:

The Auditors'' Report is attached herewith and the observations made therein are duly dealt in notes to accounts and are self explanatory.

AUDITORS:

Mr. K M Roy, Chartered Accountants, Kolkata, the Auditors of your company is retiring at the forthcoming Annual General Meeting and is eligible for re-appointment.

LISTING:

The shares of the company are listed at Mumbai Stock Exchange. The Company''s application for delisting of shares is pending with Calcutta Stock Exchange. The Company has paid the Listing Fee of Mumbai Stock Exchange upto 31.03.2015.

CORPORATE GOVERNANCE:

Report on Corporate Governance along with the certificate thereon as obtained from M/s. A. K. Labh & Co., Company Secretaries is separately attached.

ACKNOWLEDGEMENT:

Your Directors take the opportunity of placing their sincere appreciation to the Central Government, State Government, Banks, Financial Institutions, employees, associates, consultants and members of the company for their valuable guidance and support.

On behalf of the Board For Advance Powerinfra Tech Limited

Registered Office: 4, Chandni Chowk Street Kolkata - 700072 Akhilesh Kotia Sandip Goswami Date: 30.05.2014 Managing Director Director


Mar 31, 2013

The Directors present the 19h Annual Report and Audited Accounts of Company for the period ended 31st March ,2013.

FINANCIAL HIGHLIGHT:

period ended 31.03.2013 period ended 30.06.2012 (In Lacs) (In Lacs)

Total Revenue 354.43 1114.75

Profit/(Loss) before Taxation 10.92 7.53

Profity(Loss) after Taxation 7.54 4.53

PERFORMANCE:

The current recession prevailing in the economy has marred the performance of the Company. However, the company is trying its best to perform better. The company is also trying to absorb some job works. AMALGAMATION:

Scheme of amalgamation of Advance Power Technologies Ltd. with the company has been successfully completed during the period and the new shares are listed with the Mumbai Stock Exchange. FINANCIAL YEAR:

In order to align the status with that of Income Tax Department the Company has decided to change the financial year from June ending last year to March Year ending and accordingly the current financial year (2012-2013) comprises performance of the company for nine months (01.07.2012-31.03.2013) only.

DIVIDEND:

Your directors regret to recommend any dividend for the period under report. FIXED DEPOSIT:

Your company has not accepted any Fixed Deposit during the period under review. PARTICULARS OF EMPLOYEES:

There are no employees who are in receipt of remuneration in excess of the limit specified under Section 217(2A) of the Companies (Particulars of Employees) Rule, 1975.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO:

In compliance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the report of the Directors) Rule, 1988, your company has to report that:

a) Your Company has neither earned out any Research and Development Work nor spent any amount on it.

b) There was no foreign exchange earning or outgo. DIRECTORS:

Mr. Sudhir Kumar Joshi, Director of the company retire by rotation and being eligible offer himself for reappointment.

Mr. Sandip Goswami was inducted in the Board as Casual Director in place of Manoj Kumar Banka and his appointment is also proposed for your confirmation. The Company has received valid notice under Section 257 of the Companies Act, 1956 proposing his appointment.

Mr. Manoj Kumar Banka resigned from the Directorship during the period under report. The Board place on record its deep sense of appreciation for the services rendered by him during the tenure of his directorship.

COMMITTEES:

The Company has following Committees:

(a) AUDIT COMMITTEE Mr. Sandip Goswami - Chairman

Mr. Akhilesh Kotia Mr. Sudhir Kumar Joshi

(b) SHAREHOLDERS''/INVESTORS'' Mr.. Sandip Goswami - Chairman GRIEVANCE COMMITTEE Mr. Akhilesh Kotia

Mr. Sudhir Kumar Joshi DIRECTORS'' RESPONSIBILITY STATEMENT: Your Directors confirm:

i) that in the preparation of the Annual Accounts, the applicable accounting standards has been followed except AS 15 as the company follow the policy of pay as you go in respect of gratuity and leave encashment,

ii) that 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 period ended 31st March, 2013 and of the profit of the company for that period;

iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

iv) that the Directors has prepared the annual accounts on a going concern basis.

AUDITORS'' REPORT:

The Auditors'' Report is attached herewith and the clarifications on auditors'' observations as made therein are as follows:-

(a) Non-provision of diminution in the value of quoted investment:-The investments are on long-term basis and hence no provision was desired.

(b) Non-provision of diminution in the value of unquoted investments:-The investments are on long-term basis and hence no provision was desired.

AUDITORS:

M/s. Prakash Joshi & Associates,, Chartered Accountants, Kolkata, the Auditors of your company is retiring at the forthcoming Annual General Meeting and is eligible for re-appointment.

LISTING:

The shares of the company are listed at Mumbai and Calcutta Stock Exchanges. The Company''s application for delisting of shares is pending with Calcutta Stock Exchange. The Company has paid the Listing Fee of Mumbai Stock Exchange upto 31.03.2014.

CORPORATE GOVERNANCE:

Report on Corporate Governance along with the certificate thereon as obtained from M/s. A. K. Labh & Co., Company Secretaries is separately attached.

ACKNOWLEDGEMENT:

Your Directors take the opportunity of placing their sincere appreciation to the Central Government, State Government, Banks, Financial Institutions, employees, associates, consultants and members of the company for their valuable guidance and support.

On behalf of the Board

For Advance Powerinfra Tech Limited

Registered Office:

4, Chandni Chowk Street

Kolkata - 700072 Akhilesh Kotia Sandip Goswami

Date: 14.08.2013 Managing Director Director

 
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