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Directors Report of Advik Capital Ltd.

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

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