Mar 31, 2015
Dear Members,
The directors have pleasure in presenting the 30th Annual Report
together with the audited statement of accounts for the year ending
31st March, 2015.
1. BACKGROUND
ADVIK INDUSTRIES LIMITED is a Company Listed on Delhi Stock Exchange
and Non Deposit Accepting Non-Banking Finance Company ("NBFC"), holding
a Certificate of Registration from the Reserve Bank of India ("RBI")
2. FINANCIAL RESULTS
After making usual adjustment and meeting all expenses the profit of
the year is Rs. 474844.94 which is carried forward to the next year
along with brought forward Profit of 512078.59. The financial results
of the company for the year ended 31st March, 2015 are as follows:-
(Rs. )
Sl. PARTICULARS CURRENT PREVIOUS
No. YEAR YEAR
(2014-2015 (2013-14)
1. Total Income 7568882.59 28666321.50
2. Total Expenditure 7157120.65 28164978.91
3. Profit Before Tax 411761.94 501342.59
4. Income Tax -63083.00 -10736.00
5. Deferred Tax
5. Profit after Income Tax 474844.94 512078.59
6. Paid Up Share Capital 4,58,73,600.00 4,58,73,600/00
7. Reserves and Surplus 40229645.82 39754800.88
3. WORKING OF THE COMPANY
The Company engaged in Non-Banking Financial Activity. During the
period under review total income of the Company was Rs. 7568882.59 as
against Rs. 28666321.50 in previous year. The Company was able to earn
a Net Profit after tax of Rs. 474844.94 as against Rs. 512078.59 in
previous financial year. Your Directors are putting their best efforts
to improve the performance of the Company.
4. CHANGE IN THE NATURE OF BUSINESS:
There were no Changes in the Nature of Business of the Company during
the Financial Year.
5. LISTING INFORMATION:
During the year the Securities of the Company were listed at Delhi
Stock Exchange. However, Securities and Exchange Board of India (SEBI)
vide its order dated 19th November, 2014 derecognized Delhi Stock
Exchange and, which had sought voluntary exit from the stock exchange
activities..
Also, consequent to voluntary exit of Delhi Stock Exchange from stock
exchange business, the management of the Company is now planning to get
listed its shares at Bombay Stock Exchange and Company has obtained No
Objection Certificate from the Delhi Stock Exchange in this regard. The
Management of the Company is hopeful to get listed at Bombay Stock
Exchange very soon.
6. SHARE CAPITAL
The Authorized Share Capital of the Company as on 31st March 2015 was
Rs. 4,58,73,600.00 (Four Crore Fifty Eight Lakh Seventy Three Thousand
Six Hundred) and Paid-up Equity Share Capital of the Company on March
31, 2015, was Rs. 4,58,73, 600.00 (Four Crore Fifty Eight Lakh Seventy
Three Thousand Six Hundred). There was no change in the Authorized or
the Paid-up Capital/Subscribed Capital during FY 2014-15.
a) BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review
b) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review
c) BONUS SHARES
No Bonus Shares were issued during the year under review
d) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
e) SHARES WITH DIFFERENTIAL RIGHTS
The Company has not issue any Equity shares with Differential Rights.
7. 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 2014-15. The management
being optimistic about the return from business activities has proposed
to plough back divisible profit into the main activities of the
Company.
8. CORPORATE GOVERNANCE
As per the circular issued by the SEBI vide circular No. CIR/CFD/POLICY
CELL/7/2014 dated 15th September 2014 to all the stock Exchanges
regarding Corporate Governance in Listed entities. The Clause 49 of the
listing Agreement is applicable to the Companies having paid up equity
share capital exceeding Rs.10 crore and Net Worth exceeding Rs.25
crore, as on the last day of the previous financial year. The Company
is not Covered any of the Criterion mentioned above so it is not
mandatory for the Company to Comply the Provisions of the Clause 49 of
the Listing Agreement. In the preview of this Circular Company is not
required to submit Corporate Governance Report. However Company will
take adequate steps as and when necessary in compliance of Clause 49 on
its discretion basis and annexed a Corporate Governance Report in
Annexure -I
9. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 as a part of this Annual
Report as (Annexure II)
10. NUMBER OF MEETING OF BOARD OF DIRECTORS
The Board of Directors duly met 8 times dated 30-05-2014, 31-05-2014,
01-07-2014, 25-07-2014, 01-09-2014, 23-09-2014, 13-11-2014 and
11-02-2015 during the year in respect of which meetings proper notices
were given and the proceedings were properly recorded and signed in the
Minutes Book maintained for the purpose. The time gap between two
consecutive meetings of the Board did not exceed one hundred and twenty
days. The details of such meetings are given in the Corporate
Governance Report annexed to this Report.
11. 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 2015, the applicable accounting standards had been followed along
with proper explanation relating to material departures.
11. 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.
12. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND
PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared and paid last
year, the provisions of Section 125 of the Companies Act, 2013 do not
apply.
13. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable.
14. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review
annexed to this Directors' Report, provides a more detailed review of
the operating performance. Company. However this is the requirement of
Clause 49 and clause 49 is not applicable to the Company w.e.f
01.10.2014.Company has made this disclosure on its discretion as
annexed in (Annexure-III).
15. DISCLOSURE BY AN INDEPENDENT DIRECTOR(S)
Mr. Deepak Sharma, Mr. Hemant Agarwal and Mr. Parveen Gupta,
Independent Directors of the company have given the requisite
declaration in the Board Meeting that they meet the criteria of
independence as provided in Section 149(6) of Companies Act, 2013.
16. AUDIT COMMITTEE AND VIGIL MECHANISM
The company has Constituted Audit Committee of the Board in accordance
with the provision of Section 177 of the Companies Act, 2013. The Audit
Committee comprises of the following Directors:
Mr. Hemant Agrawal CHAIRMAN
Ms. Parveen Gupta MEMBER
Mr. Virender Kumar Agarwal MEMBER
17. VIGIL MECHANISM
The Vigil Mechanism of the Company pursuant to the provisions of
section 177(9) & (10) of the Companies Act, 2013 which also
incorporates a whistle blower policy in terms of the Listing Agreement,
includes an Ethics & Compliance Task Force comprising senior executives
of the Company. Protected disclosures can be made by a whistle blower
through an e-mail, or dedicated telephone line or a letter to the Task
Force or to the Chairman of the Audit Committee.
18. REMUNERATION OF DIRECTORS
The Company has not given Remuneration to any Director of the Company.
So there is no requirement to give Disclosure under Section 197(12) of
the Companies Act 2013.
19. LOANS. GUARANTEE AND INVESTMENT
The particulars of Loans given, Investments made and Guarantee given by
company under Section 186 of Companies Act, 2013 is annexed as
(Annexure IV).
20. PARTICULARS OF RELATED PARTY TRANSACTION
There were no contracts or arrangements entered into by the company in
accordance with provisions of section 188 of the Companies Act, 2013.
Further, all the related party transactions in terms of the Provisions
of Companies Act 2013 were entered in the ordinary course of business
during the financial year and were also at arm's length basis. There
are no materially significant related party transactions made by the
Company with Promoters, Directors, Key Managerial Personnel or other
designated person which may have a potential conflict with the interest
of Company at large.
21. DIRECTORS AND KEY MANAGERIAL PERSONNEL
There were changes in the Directors and Key Managerial Personnel of the
Company. Ms. Radhika Garg was appointed as Company Secretary and Mr.
Manoj Kumar was appointed as Chief Financial Officer of the Company in
pursuance of Section 203 of the Companies Act 2013 as Key Managerial
Personnel. of the Company w.e.f 01/09/2014 and 31/03/2015 respectively,
Mr. Shakul Kumar Agarwal was appointed as Whole-time Director for a
period of three years w.e.f. 01/04/2015 in pursuance of Section 203 of
the Companies Act 2013 as Key Managerial Personnel.
22. AUDITORS & AUDITORS REPORT
M/s. Garg Anil & Co., Chartered Accountants, auditors of the company,
retire at the conclusion of the ensuing Annual General Meeting and
being eligible offer themselves for re-appointment. They have confirmed
their eligibility to the effect that their re- appointment, if made,
would be within the prescribed limits under the Act and that they are
not disqualified for re-appointment
The Notes on financial statement referred to in the Auditors' Report
are self-explanatory and do not call for any further comments. The
Auditors' Report does not contain any qualification, reservation or
adverse remark.
23. FIXED DEPOSITS
The company had neither invited nor accepted any deposits from the
public within the meaning of the Companies (Acceptance of Deposits)
Rules 2014.
24. SUBSIDIARY COMPANIES
Company have one Subsidiary Company namely Advik Optoelectronics
Limited. A statement pursuant to Section 129(3) of the Companies Act,
2013 containing salient features of the financial statements of the
subsidiaries/associate companies/joint ventures of the company is
annexed as (Annexure- V)
The Company further undertakes that annual accounts of the subsidiary
company and the related detailed information shall be made available to
the shareholders of ADVIK INDUSTRIES LIMITED. Seeking such information
at any point of time. The annual accounts of the subsidiary company are
also available for inspection by any shareholder at the registered
office of the company.
25. PARTICULARS OF CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS 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.
26. RISK MANAGEMENT
During the year, your Directors developed and implemented an
appropriate risk management policy which contained the provisions
regarding entrusted with the responsibility to assist the Board in
Overseeing and approving the Company's enterprise wide risk management
framework and overseeing that 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.
27. POLICIES OF NOMINATION AND REMUNERATION COMMITTEE
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:
* Criteria for nomination as Director, Key Managerial Personnel and
Independence of a Director:
* Criteria for determining Remuneration of Directors, Key Managerial
Personnel and Senior Management Other Employees of the Company
* Evaluation of performance of the members of the Board, Key Managerial
Personnel
28. CONSOLIDATED FINANCIAL STATEMENT
The Consolidated financial statement have been prepared by the company
in accordance with the Companies Act, 2013 ("the Act") and Accounting
Standard (AS) - 21 on Consolidated Financial Statements and other
applicable accounting standards issued by Institute of chartered
Accountant of India. The audited consolidated financial statements
together with Auditor Report form part of the Annual Report.
29. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
The Board has appointed M/s A.K Verma & Co, Practicing Company
Secretary, to conduct Secretarial Audit for the financial year 2014-15.
Pursuant to Section 204(1) of the Companies Act, 2013. The Secretarial
Audit Report for the financial year ended March 31, 2015 is annexed in
MR-3 (Annexure VI).
There is two observation marked by Secretarial Auditor in his
Secretarial Audit Report and the response of the management for this
observation is as under
Observation Management's Response
The Company has not made some It is confirmed by the management that
disclosures on its website as the required disclosure will be hosted
required under Companies Act on the website very soon.
2013 and listing Agreement.
The Company has not appointed It is confirmed by the Management that
Internal auditor pursuant to the the Company is in under process to
requirement of section 138 of appoint Internal auditor pursuant to
Companies Act, 2013, as the requirement of section 138 of by
confirmed Management. the Companies Act, 2013, as confirmed
by the Management.
30. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
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, no employees has drawn remuneration
in excess of the limits set out in the said rules.
31. INTERNAL AUDIT & CONTROLS
The Company is under process to engage the service of internal auditor.
32. INTERNAL CONTROL SYSTEM
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations.
33. FORMAL ANNUAL EVALUATION OF THE BOARD
A statement indicating the performance of the Board and its committee
and its individual directors is annexed as (Annexure VII).
34. 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 company's business ethically and
with responsibility, integrity, fairness, transparency and honesty. The
Code sets out a broad policy for one's conduct in dealing with the
Company, fellow directors and with the environment in which the Company
operates. The code is available on the Company's website.
35. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR
TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statement relate on the date of this report.
36. ORDER OF COURT/TRIBUNAL/REGULATOR
During the year under review there was not any order passed by the
regulators or courts or tribunals which was material enough to impact
the going concern status and operation of the Company.
37. ACKNOWLEDGEMENT
The Board expresses their gratitude to its all stakeholder's 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.
On behalf of the Board of Directors
VIRENDER KUMAR AGARWAL SHAKUL KUMAR AGARWAL
Place: New Delhi Managing Director Whole-time Director
Date: 11/08/2015 DIN: 00531255 DIN: 03590891
H-107, ARAVALI KUNJ, H-107, ARAVALI KUNJ
PLOT NO. 44, SECTOR-13, PLOT NO. 44, SECTOR-13,
ROHINI, DELHI- 110085 ROHINI, DELHI- 110085
Mar 31, 2014
Dear Members,
The directors have pleasure in presenting the 29th Annual Report
together with the audited statement of accounts for the year ending
31st March, 2014.
1. FINANCIAL RESULTS
The financial results of the company for the year ended 31st March,
2014 are as follows:- (Rs. )
SL No. PARTICULARS CURRENT PREVIOUS
YEAR YEAR
(2013-14) (2012 -13)
1. Total Income 28666321.50 19023292.51
2. Total Expenditure 28164978.91 18334357.31
3. Profit Before Tax 501342.59 688935.20
4. Income Tax -10736.00 325350.00
5. Profit after Income Tax 512078.59 363585.20
6. Paid Up Share Capital 4,58,73,600.00 4,58,73,600.00
7. Reserves and Surplus 39754800.88 39242722.29
As the company is under transition to contract completion method of
accounting from percentage of completion method therefore, revenue and
profits are relatively weak in FY 13-14. From FY 14-15 profitability
should improve.
2. Year in retrospect
During the period under review total income of the Company was
2,86,66,321.50 as against Rs. 1,90,23,292.51 in previous year. The
Company was able to earn a Net Profit after tax of Rs. 512078.59 as
against Rs. 363585.20 in previous financial year. Your Directors are
putting their best efforts to improve the performance of the Company.
3. Listing Information:
The shares of the Company are Listed on Delhi Stock Exchange. There has
been no trading since last few years on the floors of the Exchange.
Further the shares are held in Physical forms.
4. 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 2013-14. The management
being optimistic about the return from business activities, has
proposed to plough back divisible profit into the main activities of
the Company.
5. DIRECTORS
There are Six directors on the Board of the company . Mr. Deepak kumar
Sharma was appointed as Additional director of the Company on
27.12.2013 as independent cum Non-Executive Director. In view of the
Companies Act, 2013 Mrs. Manju Agarwal is retiring by rotation at the
ensuing Annual General Meeting of the company and are eligible for
re-appointment. Further Mr. Hemat Agarwal, Mr. Deepak Kumar Sharma and
Mr. Parveen Gupta are appointed as Independent Director of Company for
period of Five Financial Years. The Management has also received
request to change designation of Mrs. Manju Agarwal from Whole Time
Director to Non-Executive Director and Mr. Shakul Kumar Agarwal from
Non-Executive Director to Executive Director of Company.
6. AUDITORS
M/s. Garg Anil & Co., Chartered Accountants, Auditors of the company,
retires at the conclusion of ensuing Annual General Meeting and being
eligible, offer them for re-appointment. The company has received a
certificate to the effect that their re-appointment, if made, will be
within the prescribed limit under Section 139 (1) of the Companies Act,
2013. The Directors and the Audit Committee recommends their
re-appointment.
7. SECRETARIAL COMPLIANCE CERTIFICATE
In terms of the provisions of Section 383A of the Companies Act, 1956,
read with Companies (Compliance certificate) Rules 2001, the Company
has obtained the necessary Compliance certificate from M/s A. K Verma &
Co., Company Secretaries, New Delhi. The Compliance Certificate is
annexed herewith and forms part of the Director's report.
8. FIXED DEPOSITS
The company had neither invited nor accepted any deposits from the
public within the meaning of the Companies (Acceptance of Deposits)
Rules 1975.
9. SUBSIDIARY COMPANIES
There are One wholly owned subsidiary companies namely Advik
Optoelectronics Ltd. However, in terms of general circular No. 2/2011
dated February 08, 2011 read with clarification in respect of above
circular vide general circular No. 22/2011 dated May 02, 2011, the
Board of directors of the company have consented for not attaching the
annual accounts of the subsidiary companies and instead has
incorporated financial information of subsidiaries in the Notes to the
Consolidated Accounts prepared in compliance with the applicable
accounting standards and Listing Agreement which have been duly audited
by Statutory Auditors M/s. Garg Anil & Co.
The Company further undertakes that annual accounts of the subsidiary
companies and the related detailed information shall be made available
to the shareholders of Advik Industries Ltd. seeking such information
at any point of time. The annual accounts of the subsidiary companies
are also available for inspection by any shareholder at the registered
office of the company.
10. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Annual Report also contains a separate section on the 'Management
Discussion and Analysis' which is a part of the Directors' Report.
11. CORPORATE GOVERNANCE
As required under clause 49 of the Listing Agreement with the Stock
Exchanges, Auditors Certificate regarding compliance of the Code of
Corporate Governance is given herewith as Annexure-2.
12. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 217(1)(e)
of the Companies Act, 1956 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.
13. PARTICULARS OF EMPLOYEES
None of the employees of your Company is drawing remuneration exceeding
limits laid dawn under the provisions of section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Amendment Rules, 2011.
14. DISCLOSURE UNDER SECTION 217 OF THE COMPANIES ACT, 1956
Except as disclosed elsewhere in the Annual Report, there have been no
material changes and commitments, which have affect the financial
position of the company between the end of financial year and the date
of this report.
15. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors
confirm that:
(i) In the preparation of annual accounts, applicable accounting
standards have been followed by the Company;
(ii) Such accounting policies have been selected and consistently
applied and judgments & estimates made that are reasonable and prudent
so as to give a true and fair view of the state of affairs of the
Company as at March 31, 2014 and of the profit of the company for the
year ended on that date;
(iii) Proper and sufficient care has been taken 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) Annual accounts have been prepared on a going concern basis.
16. 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 company's business ethically and
with responsibility, integrity, fairness, transparency and honesty. The
Code sets out a broad policy for one's conduct in dealing with the
Company, fellow directors and with the environment in which the Company
operates. The code is available on the Company's website
(www.advikgroup.com).
17. ACKNOWLEDGEMENTS
Your Directors place on record their gratitude for the continuing
support of Shareholders, bankers and Business associates at all levels.
On behalf of the Board of Directors
Shakul Kumar Agarwal Virender Kumar Agarwal
Place: New Delhi Director Director
Date: 30th May, 2014 DIN: 03590891 DIN: 00531255
Mar 31, 2013
Dear Member,
The Directors have pleasure in presenting the 28th Annual Report on
the business and operations of your Company together with the Audited
Annual Accounts for the financial year ended 31st March, 2013.
Financial Highlights
(Amount in Rs.)
Financial Year ended
Particulars
31.03.2013 31.03.2012
Total Income 19,023,292.51 16,526,425.51
Total Expenditure 18,334,357.31 16,175,173.73
Profit before tax 688,935.20 351,251.78
Income Tax 325,330.00 115,559.00
Profit after Income Tax 363,585.20 235,692.78
Paid-up Share Capital 45,873,600.00 45,873,600.00
Reserves and Surplus 39,242,722.29 38,879,137.49
(excluding revaluation reserve)
Year in Retrospect
During the year under review total income of the Company was Rs.
19,023,292.51/- as against Rs. 16,526,425.51/- in the previous year.
The Company was able to earn a net profit (after tax) for the year of
Rs. 363,585.20/- as against profit of Rs. Rs. 235,692.78/- in the
previous year. Your Directors are putting in their best efforts to
further improve the performance of the Company.
Material Changes etc.
Save as mentioned elsewhere in this Report, no material changes and
commitments affecting the financial position of the Company have
occurred between the end of the financial year of the Company - 31st
March, 2013 and the date of this Report.
Dividend
In view of marginal profits earned by the Company, your Directors
regret their inability to recommend any dividend.
Public Deposits
During the year under report, your Company did not accept any deposits
from the public in terms of the provisions of section 58A of the
Companies Act, 1956.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
a. Conservation of Energy & Technology Absorption: Since the Company is
not engaged in any manufacturing activity, issues relating to
conservation of energy and technology absorption are not quite relevant
to its functioning.
b. Export Activities: There was no export activity in the Company during
the year under review. The Company is not planning any export in the
near future as well.
c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange
earnings and outgo during the year under review.
Particulars of Employees
During the financial year under review, none of the Company's employees
was in receipt of remuneration as prescribed under section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, and hence no particulars are required to be
disclosed in this Report.
Board of Directors
In accordance with the provisions of the Companies Act, 1956, Mr.
Virender ' Kumar Agarwal and Mr. Hemant Agarwal, Directors of the
Company liable to retire by rotation and being eligible offers
themselves for re-appointment.
There were no changes in the Board of Directors since last AGM.
Auditors
M/s Garg Anil & Co., Chartered Accountants, Statutory Auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment. A
certificate under section 224(1) of the Companies Act, 1956 regarding
their eligibility for the proposed re-appointment has been obtained
from them.
Your Directors recommend their re-appointment.
Auditors' Report
Comments made by the Statutory Auditors in the Auditors' Report are
self- explanatory and do not require any further clarification.
Secretarial Compliance Certificate
In terms of the provisions of section 383A of the Companies Act, 1956
read with the Companies (Compliance Certificate) Rules, 2001, the
Company has obtained the necessary Compliance Certificate from M/s PB &
Associates, Company Secretaries, New Delhi. The Compliance Certificate
is annexed herewith and forms part of this Report. Comments made in the
Compliance Certificate are self-explanatory and do not require any
further clarification.
Listing Information
The Shares of the Company are listed at Delhi Stock Exchange (DSE).
There has been no trading at DSE for last few years. The Listing fee
for the financial year 2013 - 2014 is paid.
Dematerialization of Shares
The Shares of the Company are not held in Dematerialized form.
Corporate Governance
To comply with the conditions of Corporate Governance, pursuant to
clause 49 of the Listing Agreement with the Stock Exchange, a Report on
Corporate Governance and Auditor's Certificate, are included in the
Annual Report as Annexure - I
Directors' Responsibility Statement
In terms of the provisions of section 217(2AA) of the Companies Act,
1956, and save as mentioned elsewhere in this Report, the attached
Annual Accounts and the Auditors' Report thereon and to the best of
their knowledge and belief, your Directors confirm that:
a. in preparation of the annual accounts, the applicable accounting
standards had been followed;
b. 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 as at 31st March, 2013 and of the profit of the Company
for the year ended on that date;
c. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d. the Directors had prepared the Annual Accounts on a going concern
basis.
Acknowledgement
Your Directors take this opportunity to place on record their sincere
appreciation for the co-operation and assistance the Company has
received from its Bankers and various Government Departments. The Board
also place on record its appreciation of the devoted services of its
employees; support and co-operation extended by the valued business
associates and the continuous patronage of the customers of the
Company.
For and on Behalf of the Board
For Advik Industries Limited
Virender Kumar Agarwal Shakul Kumar Agarwal
Date: 31st August, 2013 Director Director
Place: Delhi DIN:00531255 DIN: 03590891
Mar 31, 2012
Dear Member,
The Directors have pleasure in presenting the 27th Annual Report on
the business and operations of your Company together with the Audited
Annual Accounts for the financial year ended 31st March, 2012.
Financial Highlights
(Amount in Rs.)
Financial Year ended
Particulars
31.03.2012 31.03.2011
Total Income 1,65,26,425.51 0.00
Total Expenditure 1,61,75,173.73 1,64,73,151.00
Profit before tax 3,51,251.78 -1,64,73,151.00
Income Tax 1,15,559.00 79,16,933.00
Profit after Income Tax 2,35,692.78 -2,43,90,084.00
Paid-up Share Capital 4,58,73,600.00 3,82,93,600.00
Reserves and Surplus 3,88,79,137.49 29,23,444.00
(excluding revaluation reserve)
Year in Retrospect
During the year under review total income of the Company was Rs. 1, 65,
26,425.51/- as against Nil in the previous year. The Company was able
to earn a marginal net profit (after tax) for the year of Rs.
2,35,692.78/- as against loss of Rs. 2,43,90,084.00/-. Your Directors
are putting in their best efforts to further improve the performance of
the Company.
Postal Ballot
The Company has conducted postal ballot during the financial year ended
31st March 2012, the result of which was declared on 30th day of May
2011.
Pursuant to the declaration of result of Postal Ballot:
* The Company had passed Ordinary Resolution u/s 94 of the Companies
Act 1956 for increasing the Authorised Share Capital of the Company
from Rs. 3,85,00,000/- to Rs. 4,50,00,000/- by creating 6,50,000 Equity
Shares of Rs. 10/- each.
* The Company had passed special resolution u/s 81(1A) of the Companies
Act, 1956, authorizing the Board to make preferential allotment of
Shares.
* The Company had passed special resolution u/s 293(1)(a) of the
Companies Act, 1956, to consider sale/dispose off/ transfer the entire
Water Packaging Unit of the Company as a going on concern, along with
the existing assets & liabilities.
* The Company had passed Special Resolution u/s 17 of the Companies
Act, 1956, for alteration of Part C of clause III of the Memorandum of
Association of the Company, containing the Other Objects by
incorporating the sub clauses 56 and 57 under the head Other Objects
after the existing sub-clause no. 55.
* The Company had passed Special Resolution u/s 17 read with Section
149 (2A) of the Companies Act, 1956 for adoption and commencement of
new business given under sub clause 56 & 57 under the Clause III of the
Memorandum of Association of the Company.
Material Changes etc.
Save as mentioned elsewhere in this Report, no material changes and
commitments affecting the financial position of the Company have
occurred between the end of the financial year of the Company - 31st
March, 2012 and the date of this Report.
Dividend
In view of marginal profits earned by the Company, your Directors
regret their inability to recommend any dividend.
Public Deposits
During the year under report, your Company did not accept any deposits
from the public in terms of the provisions of section 58A of the
Companies Act, 1956.
Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
a. Conservation of Energy & Technology Absorption: Since the Company is
not engaged in any manufacturing activity, issues relating to
conservation of energy and technology absorption are not quite relevant
to its functioning.
b. Export Activities: There was no export activity in the Company during
the year under review. The Company is not planning any export in the
near future as well.
c. Foreign Exchange Earnings and Outgo: There was no Foreign Exchange
earnings and outgo during the year under review.
Particulars of Employees
During the financial year under review, none of the Company's employees
was in receipt of remuneration as prescribed under section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975, and hence no particulars are required to be
disclosed in this Report.
Board of Directors
In accordance with the provisions of the Companies Act, 1956, Mrs.
Manju Aggarwal and Mr. Shakul Kumar Aggarwal, Directors of the Company
liable to retire by rotation and being eligible offers themselves for
re-appointment. Further your directors appointed Mrs. Manju Aggarwal &
Mr. Shakul Kumar Aggarwal as the Whole Time Directors of the Company
for a term of three years w.e.f 1st July 2012.
Your directors recommend their appointments as whole time director.
Auditors
M/s Garg Anil & Co., Chartered Accountants, Statutory Auditors of the
Company hold office until the conclusion of the ensuing Annual General
Meeting and being eligible offer themselves for re-appointment. A
certificate under section 224(1) of the Companies Act, 1956 regarding
their eligibility for the proposed re-appointment has been obtained
from them.
Your Directors recommend their re-appointment.
Auditors' Report
Comments made by the Statutory Auditors in the Auditors' Report are
self- explanatory and do not require any further clarification.
Secretarial Compliance Certificate
In terms of the provisions of section 383A of the Companies Act, 1956
read with the Companies (Compliance Certificate) Rules, 2001, the
Company has obtained the necessary Compliance Certificate from M/s PB &
Associates, Company Secretaries, New Delhi. The Compliance Certificate
is annexed herewith and forms part of this Report. Comments made in the
Compliance Certificate are self-explanatory and do not require any
further clarification.
Listing Information
The Shares of the Company are listed at Delhi Stock Exchange (DSE).
There has been no trading at DSE for last few years. The Listing fee
for the financial year 2012 - 2013 is to be paid.
Dematerialization of Shares
The Shares of the Company are not held in Dematerialized form.
Corporate Governance
To comply with the conditions of Corporate Governance, pursuant to
clause 49 of the Listing Agreement with the Stock Exchange, a Report on
Corporate Governance and Auditor's Certificate, are included in the
Annual Report as Annexure - I
Directors' Responsibility Statement
In terms of the provisions of section 217(2AA) of the Companies Act,
1956, and save as mentioned elsewhere in this Report, the attached
Annual Accounts and the Auditors' Report thereon and to the best of
their knowledge and belief, your Directors confirm that:
a. in preparation of the annual accounts, the applicable accounting
standards had been followed;
b. 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 as at 31st March, 2012 and of the profit of the Company for
the year ended on that date;
c. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
d. the Directors had prepared the Annual Accounts on a going concern
basis.
Acknowledgement
Your Directors take this opportunity to place on record their sincere
appreciation for the co-operation and assistance the Company has
received from its Bankers and various Government Departments. The Board
also place on record its appreciation of the devoted services of its
employees; support and co-operation extended by the valued business
associates and the continuous patronage of the customers of the
Company.
For and on Behalf of the Board
For Advik Industries Limited
Virendra Kumar Aggarwal Shakul Kumar Aggarwal
Date: 4th September, 2012 Director Director
Place: Delhi DIN:00531255 DIN: 03590891