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Directors Report of Advent Computer Services Ltd.

Mar 31, 2014

Dear Members,

The directors are pleased to present the 29th Annual Report and the Audited Accounts for the financial year ended31st March,2014.

FINANCIAL RESULTS:

CURRENT YEAR PREVIOUS YEAR 2014 2013 (Rs. In Lacs) (Rs. In Lacs)

Sales & Services 25.96 27.52

Other Income 0.00 0.00

Total Income 25.96 27.52

Total Expenditure 25.64 32.68

Profit / (Loss) for the period 0.32 (5.16)

Balance Carried Forward 0.32 (5.16)

DVIDEND

In order to plough back the profits into business, your Directors do not recommend any dividend for the year under review.

BUSINESS OUTLOOK OF THE COMPANY

The thrust of the Government of India to accomplish "Financial Inclusion" in both rural and urban India has opened up a vast new market for our company.

Our company had acquired a mobile payment/financial transaction platform via its earlier amalgamation and this platform is now of great relevance and value to the Indian market given the above opportunity.

This mobile financial platform is now being modified and upgraded to meet the needs of the market arising from the above policy of the Govt of India putting our company in a good position to get substantial business from banks, financial institutions, corporates, etc. who are now mandated to achieve financial inclusion The business outlook of the company is therefore bright given this new focus and direction of the Government of India and the special advantage that our company has in terms of the mobile financial transaction platform technology that the company possesses.

Our company will however continue to look for opportunities for merger/acquisition/strategic alliance of suitable companies both outside and inside India as means to bring in appropriate technology and/or open up new markets for our company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS

A separate report on the Corporate Governance and Management Discussion Analysis for the year under review, as stipulated in Clause-49 of the Listing Agreement with the Stock Exchanges, has been attached as part of this annual report.

DIRECTORS DISCLOSURES

* Shri. Suvash Biswas resigned from Board of Directors of the Company on 29th May, 2014.

* Shri. Shaji John Abraham, Shri. Darius Minoo Belgamvala and Smt. Piroja Darius Belgamvala are to be appointed as Independent Director subject to the approval of shareholders.

Pursuant to the requirement under (Section 134(5) of the Companies Act, 2013 (erstwhile Section-217(2AA) of the Companies Act, 1956), with respect to Directors'' Responsibility Statement is hereby confirmed that:

1) That in the preparation of the accounts for the financial year ended 31st March, 2014; the applicable accounting standards have been followed along with proper explanation relating to material departures.

2) 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 and of the loss of the Company for the year under review.

3) That the Directors have 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.

4) That the Directors have prepared the accounts for the year ended 31st March, 2014, on a going concern basis.

5) 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

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

OBSERVATIONS OF AUDITORS

As regards the observations of Auditors, in Item No.5(d) of their Report regarding amortization of technology fees, the Board wish to state that The company has deployed Rs. 38,367,061 in technology fees. The amount was deployed to create a software platform in line with it''s business that has the capacity of earning future revenues once the same is completed. The asset is still under construction and as of now the number of years the benefit is going to last cannot be ascertained. Since the Asset is under construction the question of applicability of AS 26 and AS 28 will not arise.

AUDITORS

M/s. Vivekanandan Associates, the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting. The said Auditors have furnished the Certificate of their eligibility for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, the Audit Committee has proposed to appoint M/s. Vivekanandan Associates as Statutory Auditors of the Company from the conclusion of this Annual General Meeting for a period of 5 years, subject to ratification of their appointment at the subsequent Annual General Meeting.

DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from the public.

PERSONNEL

None of the employees of the was in receipt of remuneration in excess of the limits specified in Section- 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ACKNOWLEDGEMENT

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

ANNEXURE TO DIRECTORS'' REPORT

INFORMATION AS REQUIRED UNDER SECTION 217(1)(e) OF THE COMPANIES ACT, 1956, READ WITH COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988

A. CONSERVATION OF ENERGY

The activities of the Company require minimal consumption of energy and every effort has been made to ensure the optimal use of energy. All possible measures have been taken to conserve energy.

B. TECHNICAL ABSORPTION

The Company has developed expertise for technology required for its business and the same has been fully absorbed.

C. DETAILS OF POWERAND FUELCONSUMPTION

Not applicable due to nature of business

Place: Chennai For and on behalf of the Board of Directors Date: 14th August 2014 MICHAELARUL Chairman & Managing Director


Mar 31, 2013

To The Members,

The directors are pleased to present the 28th Annual Report and the Audited Accounts for the financial year ended 31st March, 2013.

FINANCIAL RESULTS:

CURRENT YEAR PREVIOUS YEAR 2013 2012 (Rs. In Lacs) (Rs. In Lacs)

Sales & Services 27.52 18.67

Other Income 0.00 0.20

Total Income 27.52 18.87

Total Expenditure 32.68 35.34

Profit / (Loss) for the period (5.16) (16.47)

Balance Carried Forward (5.16) (16.47)

DIVIDEND

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

BUSINESS OUTLOOK OF THE COMPANY

The company has identified two major opportunities in the US market where existing profit making companies are available for acquisition with major control of 51% of equity via exchange of shares of our company. We will be deciding on whether we can do both or just one depending on the value they will bring to our company. Once we reach a basic understanding of such a transaction with these target companies we will enter into a suitable Memorandum of Understanding (MOU) for doing a valuation of the company based on which a suitable Share Purchase (Swap) Agreement will be negotiated with the target companies in the USA subject to shareholders and other statutory approvals.

We see good outlook for the company if these proposed transactions are completed as planned. The company is poised to grow through such mergers/acquisitions both in the domestic and international markets.

All these acquisitions are being planned in the area of Information Technology and in Healthcare which are high margin growth areas.

The criteria we are evaluating for selection of such opportunities is based on the parameters like profitability and debt profile of target company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSIONANALYSIS

A separate report on the Corporate Governance and Management Discussion Analysis for the year under review, as stipulated in Clause-49 of the Listing Agreement with the Stock Exchanges, has been attached as part of this annual report.

DIRECTORS DISCLOSURES

- Shri. Madhavraj Suresh resigned from Board of Directors of the Company on 8th November, 2012. - The Board regrets about the sad demise of Shri. R. Mohanlal, Director of the Company on 21st May, 2013. -Shri. Shaji John Abraham, who retires by rotation and being eligible, offer himself for reappointment at the ensuing Annual General Meeting.

- In order to broad base the board, Shri. Darius Minoo Belgamvala & Smt. Piroja Darius Belgamvala were appointed as Additional Directors. The shareholders approval is being obtained in the ensuing Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section-217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement - is hereby confirmed that:

1) That in the preparation of the accounts for the financial year ended 31st March, 2013; the applicable accounting standards have been followed along with proper explanation relating to material departures.

2) 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 and of the loss of the Company for the year under review.

3) That the Directors have 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.

4) That the Directors have prepared the accounts for the year ended 31st March, 2013, on a going concern basis.

OBSERVATIONS OF AUDITORS

As regards Item No.4 of their Report regarding confirmation of account balances of customers and suppliers, the Management has taken necessary steps to obtain the confirmations. Since, all the dues from Debtors are collectable, Hence there is no necessity of making provision for Bad and Doubtful debts. The Board is of the view that this would not have any material impact on the financial statement of the Company.

As regards the observations of Auditors, in Item No.5(d) of their Report regarding amortization of technology fees, the Board wish to state that in view of inadequacy of profits and meltdown in business situation all over world, the technology fees have not been amortized and the same would be done as soon as adequate profits are available in future.

AUDITORS

The members are requested to appoint Auditors for the period from conclusion of the ensuing Annual General Meeting till the conclusion of next Annual General Meeting. M/s Vivekanandan Associates, Chartered Accountants retire at the ensuing Annual General Meeting and are eligible for reappointment. The Audit Committee of the Board has recommended their reappointment.

M/s Vivekanandan Associates have furnished the Certificate of their eligibility for reappointment under Section- 224(1) of the Companies Act, 1956. The requisite resolution is being placed for the shareholders'' approval.

DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from the public.

PERSONNEL

None of the employees of the was in receipt of remuneration in excess of the limits specified in Section-217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to express sincere gratitude for the assistance and co-operation 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: 30th May, 2013

MICHAELARUL

Chairman & Managing Director


Mar 31, 2010

The directors are pleased to present the 25th Annual Report and the Audited Accounts for the financial year ended 31st March, 2010..

FINANCIALRESULTS (STANDALONE)

CURRENT YEAR PREVIOUS PERIOD

2010 (12 months) 2009(6 Months)

(Rs. In Lacs) (Rs. In Lacs)

Sales & Services 23.18 9,50

Other Income 0.25 0.10

Total Income 23.43 9.60

Total Expenditure 38.33 28.35

Profit / (Loss) for the period (14.90) (18.75)

Balance Carried Forward (14.90) (18.75)



DVIDEND

in view of losses, your Directors do not recommend any dividend for the year under review. BUSINESS OUTLOOK OFTHE COMPANY

Due the worldwide economic recession all the projects that the company was pursuing have been delayed. The company is actively engaged in discussions with Companies in India and Overseas that have business synergy with our company for the purpose of acquisitions / mergers.

These target companies have advanced technologies in automated speech recognition, digital pens and telecom applications.

We see significant business potential in these areas both in India and Overseas and with the acquisition/merger of these companies. We expect our company to achieve higherturnover and profits.

The Business Outlook for the company is good for the com ing year subject to general econom ic situation and provided that any one of the above opportunities are realized.

CORPORATE GOVERNANCEAND MANAGEMENT DISCUSSIONANALYSIS

A separate report on the Corporate Governance and Management Discussion Analysis for the year under review, as stipulated in Clause-49 of the Listing Agreement with the Stock Exchanges, has been attached as part of this annual report.

DIRECTORS

Mr. R.Mohanlal, who retire by rotation and being eligible, offer themselves for reappointment at the ensuing Annual General Meeting. In order to broad base the Board, Mr. M. Suresh was appointed as Additional Director.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section-217(2AA) of the Companies Act, 1956, with respect to Directors Responsibility Statement - is hereby confirmed that:

1) That in the preparation of the accounts for the financial year ended 31st March, 2010; the applicable accounting standards have been followed along with proper explanation relating to material departures.

2) That the Directors have selected such accounting policies and applied them consistently and made judgements 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) That the Directors have 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.

4) That the Directors have prepared the accounts for the year ended 31st March, 2010, on a going concern basis.

OBSERVATIONS OF AUDITORS

As regards the observations of Auditors, in Item No.3(d) of their Report regarding amortization of technology fees, the Board wish to state that in view of inadequacy of profits and meltdown in business situation all over world, the technology fees have not been amortized and the same would be done as soon as adequate profits are available in future.

As regards Item No.3(f)of their Report regarding confirmation of account balances of customers and suppliers, the Management has taken necessary steps to obtain the confirmations. Since, all the dues from Debtors are collectable, Hence there is no necessity of making provision for Bad and Doubtful debts. The Board is of the view that this would not have.any material impact on the financial statement of the Company.

AUDITORS

The members are requested to appoint Auditors for the year from conclusion of the ensuing Annual General Meeting till the conclusion of next Annual General Meeting. M/s Pratapkaran Paul & Co., Chartered Accountants retire at the ensuing Annual General Meeting and have expressed their desire not to be reappointed. A Special Notice has been received by the Company from a Member, signifying his intention to appoint Mr.N.Subramanian, Chartered Accountant, as the Auditors of the Company. Mr. N.Subramanian has confirmed his eligibility for appointment. The requisite resolution is being placed for the shareholdersapproval.

DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from the public.

PERSONNEL

None of the employees of the was in receipt of remuneration in excess of the limits specified in Section-217(2 A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended.

ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to express sincere gratitude forthe assistance and co-operation 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: 31th May 2010 MICHAELARUL



Chairman & Managing Director

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