Annual Report

Transcription

1 Annual Report ( 0 )

2 BOARD OF DIRECTORS COMPANY SECRETARY AUDITORS REGISTRAR & SHARE TRANSFER AGENT BANKERS REGISTERED OFFICE id Web Site : AKHILESH KOTIA SUDHIR KR JOSHI SANDIP GOSWAMI : ANITA KUMARI SINGH : PRAKASH JOSHI & ASSOCIATES Chartered Accountants : MAHESHWARI DATAMATICS PVT LTD 6 Mangoe Lane, 2 nd Floor Kolkata : ALLAHABAD BANK C. R. Avenue Branch, Kolkata : : 4 Chandni Chowk Street 1 st Floor Kolkata info@advancepowerinfratech.com : Index Contents Notice Directors Report Corporate Governance Report Auditors Report Balance Sheet Statement of Profit & Loss Notes / Schedules Cash Flow Statement Pg. No ( 1 )

3 N O T I C E NOTICE is hereby given that the 19 th Annual General Meeting of the members of the Company will be held at Bengal National Chamber of Commerce, 23, R. N. Mukherjee Road, Kolkata on Monday, the 23 rd day of September, 2013 at A.M. to transact the following business: As ordinary business: 1. To consider and adopt the Balance Sheet for the period ended 31 st March, 2013, statement of Profit & Loss for the period ended on that date and the Reports of the Board of Directors and the Auditors thereon. 2. To appoint a Director in place of Mr. Sudhir Kumar Joshi, who retires by rotation and being eligible offers himself for re-appointment. 3. To re-appoint retiring Auditors of the Company M/s. Prakash Joshi & Associates., Chartered Accountants to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration. As Special Business To consider and if thought fit, to pass with or without modification, the following resolutions: 4. As Ordinary Resolution RESOLVED THAT Sri Sandip Goswami who was appointed as Casual Director of the Company in place of Mr. Manoj Kuamr Banka with effect from and who ceases to hold office as such in terms of Section 262 of Companies Act, 1956, and being eligible for appointment, be and is hereby appointed as a director of the company, liable to retire by rotation. By Order of the Board For Advance Powerinfra Tech Limited Place: Kolkata Date: Anita Kumari Singh Company Secretary NOTES 1. The register of members and the share transfer books of the Company shall remain closed from 16 th September, 2013 to 23 rd September, (both days inclusive.) 2. A member entitled to attend and vote at the meeting is entitled to appoint a proxy and vote instead of himself/herself and the proxy need not be a member of the Company. However, the proxy forms duly filled up must be lodged with the company before 48 hours of the meeting. 3 Please note that as per the notifications of SEBI, the company s equity shares have been under compulsory demat trading mode for all the investors. You are therefore, requested to demat your shareholding to avoid inconvenience in future. ( 2 )

4 4. Information pursuant to Clause 49 of the Listing Agreement in connection with the Directors seeking appointment/re-appointment: Name of Director Mr. Sudhir Kumar Joshi Mr. Sandip Goswami Date of Birth Date of Appointment Qualification B.Tech B.Com Experience Directorship in other Public Limited Companies Chairman/ Membership of the Committee of other Public Limited Company Possess good working commercial experience Possess good working commercial experience 1. Marsons Limited 1. Marsons Textiles Ltd. 1. Member of Audit Committee of Marsons Limited 2. Member of Shareholders / Investors Committee of Marsons Limited 1. Chairman of Audit Committee of Marsons Textiles Ltd. 2. Chairman of Shareholders / Investors Committee of Marsons Textiles Ltd. DIN Members are requested to:- a) Notify change of address, if any. b) Send Query (ies), if any, regarding audited accounts atleast 10 days before meeting. c) Bring with them their copy of the Annual Report in the meeting d) Carry their identity proof to produce at the venue for security reasons. 6. Explanatory statement pursuant to Section 173(2) of the companies act, 1956 is attached and forms part of the notice. By Order of the Board For Advance Powerinfra Tech Limited Place: Kolkata Date: Anita Kumari Singh Company Secretary ( 3 )

5 EXPLANATORY STATEMENT PURSUANT TO SECTION 173(2) OF THE COMPANIES ACT, 1956 Item No. 4 Mr. Sandip Goswami was inducted in the Board as Casual Director with effect from in place of Mr. Manoj Kumar Banka, in accordance with the provisions of Section 262 of the Companies Act, He holds office as director only upto the date of the ensuing Annual General Meeting, and is eligible for appointment as director liable to retire by rotation. The required notice, pursuant to the provisions of Section 257 of the Companies Act, 1956 has been received from a shareholder proposing his name of the directorship of the company. The Board proposes his appointment for your consideration. No other director of the company except Mr. Sudhir Kumar Joshi in his personal capacity is concerned or interested in the proposed resolution. By Order of the Board For Advance Powerinfra Tech Limited Place: Kolkata Date: Anita Kumari Singh Company Secretary ( 4 )

6 DIRECTORS REPORT Annual Report Your Directors present the 19 h Annual Report and Audited Accounts of Company for the period ended 31 st March, FINANCIAL HIGHLIGHT: For the nine months period ended R. (In Lacs) For the fifteen months period ended R. (In Lacs) Total Revenue Profit/(Loss) before Taxation Profit/(Loss) after Taxation PERFORMANCE: The current recession prevailing in the economy has marred the performance of the Company. However, the company is trying its best to perform better. The company is also trying to absorb some job works. AMALGAMATION: Scheme of amalgamation of Advance Power Technologies Ltd. with the company has been successfully completed during the period and the new shares are listed with the Mumbai Stock Exchange. FINANCIAL YEAR: In order to align the status with that of Income Tax Department the Company has decided to change the financial year from June ending last year to March Year ending and accordingly the current financial year ( ) comprises performance of the company for nine months ( ) only. DIVIDEND: Your directors regret to recommend any dividend for the period under report. FIXED DEPOSIT: Your company has not accepted any Fixed Deposit during the period under review. PARTICULARS OF EMPLOYEES: There are no employees who are in receipt of remuneration in excess of the limit specified under Section 217(2A) of the Companies (Particulars of Employees) Rule, CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO: In compliance with the provisions of Section 217(1)(e) of the Companies Act, 1956, read with Companies (Disclosure of Particulars in the report of the Directors) Rule, 1988, your company has to report that: a) Your Company has neither carried out any Research and Development Work nor spent any amount on it. b) There was no foreign exchange earning or outgo. DIRECTORS: Mr. Sudhir Kumar Joshi, Director of the company retire by rotation and being eligible offer himself for reappointment. Mr. Sandip Goswami was inducted in the Board as Casual Director in place of Manoj Kumar Banka and his appointment is also proposed for your confirmation. The Company has received valid notice under Section 257 of the Companies Act, 1956 proposing his appointment. Mr. Manoj Kumar Banka resigned from the Directorship during the period under report. The Board place on record its deep sense of appreciation for the services rendered by him during the tenure of his directorship. ( 5 )

7 COMMITTEES: Annual Report The Company has following Committees: (a) AUDIT COMMITTEE : Mr. Sandip Goswami Chairman Mr. Akhilesh Kotia Mr. Sudhir Kumar Joshi (b) SHAREHOLDERS /INVESTORS : Mr.. Sandip Goswami Chairman GRIEVANCE COMMITTEE Mr. Akhilesh Kotia Mr. Sudhir Kumar Joshi DIRECTORS RESPONSIBILITY STATEMENT: Your Directors confirm: i) that in the preparation of the Annual Accounts, the applicable accounting standards has been followed except AS 15 as the company follow the policy of pay as you go in respect of gratuity and leave encashment, ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the period ended 31 st March, 2013 and of the profit of the company for that period; iii) that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; iv) that the Directors has prepared the annual accounts on a going concern basis. AUDITORS REPORT: The Auditors Report is attached herewith and the clarifications on auditors observations as made therein are as follows:- (a) Non-provision of diminution in the value of quoted investment:-the investments are on long-term basis and hence no provision was desired. (b) Non-provision of diminution in the value of unquoted investments:-the investments are on long-term basis and hence no provision was desired. AUDITORS: M/s. Prakash Joshi & Associates,, Chartered Accountants, Kolkata, the Auditors of your company is retiring at the forthcoming Annual General Meeting and is eligible for re-appointment. LISTING: The shares of the company are listed at Mumbai and Calcutta Stock Exchanges. The Company s application for delisting of shares is pending with Calcutta Stock Exchange. The Company has paid the Listing Fee of Mumbai Stock Exchange upto CORPORATE GOVERNANCE: Report on Corporate Governance along with the certificate thereon as obtained from M/s. A. K. Labh & Co., Company Secretaries is separately attached. ACKNOWLEDGEMENT: Your Directors take the opportunity of placing their sincere appreciation to the Central Government, State Government, Banks, Financial Institutions, employees, associates, consultants and members of the company for their valuable guidance and support. Registered Office: 4, Chandni Chowk Street Kolkata Date: Akhilesh Kotia Managing Director On behalf of the Board For Advance Powerinfra Tech Limited Sandip Goswami Director ( 6 )

8 IMPORTANT COMMUNICATION TO MEMBERS The Ministry of Corporate Affairs has taken a Green Initiative in the Corporate Governance by allowing paperless compliances by the companies and has issued circulars stating that service of notice/documents including Annual Report can be sent by to its members. To support this green initiative of the Government in full measure, members who have not registered their address, so far, are requested to register their address, in respect of electronic holdings with the Depository through their concerned Depository Participants. CORPORATE GOVERNANCE: 1. Company s philosophy on code of Governance: Your company has always believed in the concept of good corporate governance involving transparency, empowerment, accountability and integrity with a view to increasing stakeholder value. The objective of your company is not only to meet the statutory requirements of the code but to go well beyond it by instituting such systems and procedures as are in accordance with the latest global trend of making management completely transparent and institutionally sound. 2. Board of Directors: a) Composition and category of Directors The Board of Directors has an optimum combination of independent, executive and non-executive directors. The Board comprises of two independent and non-executive directors. All the directors are above 21 years of age and none of the directors are related with each other. The Board of Directors of the company are as follows: Sl. Name of Director Category No. 1 Mr. Akhilesh Kotia Promoter Director-Managing Director 2 Mr. Sandip Goswami* Additional Director 3 Mr. Sudhir Kumar Joshi Independent Non-Executive Director 4 Mr. Manoj Kumar Banka** Independent Non-Executive Director *Inducted in the Board w.e.f **Resigned from the Board w.e.f b) Attendance of each Director at the Board Meeting and the last Annual General Meeting Sl. No. Name of Director No. of Board No. of Board Meetings held Meetings attended 1. Mr. Akhilesh.Kotia 6 6 Yes Attendance at the last A. G. M. 2. Mr. Sandip Goswami 2 2 N.A. 3. Mr. Manoj Kumar Banka* 4 4 No 4. Mr. Sudhir Kumar Joshi* 6 1 No *Leave of absence were granted c) Number of other Directorship & Chairmanship/Membership of Committee of each Director* Sl. No. Name of the Director No. of Directorship in other Boards of Public Limited Company No. of Chairmanship/ membership of other Board Committee of Public Limited Company 1. Mr. Akhilesh.Kotia Mr. Mr. Sandip Goswami Mr. Sudhir Kumar Joshi 1 2 *Number of directorships/memberships held in other companies excludes directorships/memberships in private limited companies, foreign companies, membership of various committees of various chambers/bodies and alternate directorships. ( 7 )

9 d) Details of Board Meetings held during the period under report:- Date Board Strength No. of Directors present Brief resumes of the Directors proposed to be appointed/re-appointed: a) Mr. Sudhir Kumar Joshi Name of Director Date of Birth Date of Appointment Qualification Experience Directorship in other Public Limited Companies Mr. Sudhir Kumar Joshi B.Tech Annual Report Possess good working commercial experience 1. Marsons Limited 1. Chairman of Shareholders / Investors Grievance Committee of Marsons Limited 2. Chairman of Audit Committee of Marsons Limited Shares of the company held by Mr. Sudhir Kumar Joshi or for other persons on beneficial basis, as on 31 st March, 2013: i) Own NIL ii) On beneficial Basis NIL b) Mr. Sandip Goswami Name of Director Mr. Sandip Goswami Date of Birth Date of Appointment Qualification Experience Directorship in other Public Limited Companies B.Com Possess good working commercial experience 1. Marsons Textiles Limited 1. Chairman of Shareholders / Investors Grievance Committee of Marsons Textiles Limited 2. Chairman of Audit Committee of Marsons Textiles Limited Shares of the company held by Mr. Sandip Goswami or for other persons on beneficial basis, as on 31 st March, 2013: i) Own NIL ii) On beneficial Basis NIL Code of Conduct: The Company has formulated and implemented a Code of conduct for all Board Members and Senior Management of the Company in compliance with clause 49 of the Listing Agreement. The same has also been posted at the Company s website at All Board Members and Senior Management personnel has affirmed compliance with the code on annual basis. A declaration to this effect has been enclosed along with the report. ( 8 )

10 3. Committee of the Board: (a) Audit Committee: The audit committee comprises of the following non-executive directors: 1. Mr. Sandip Goswami (Independent) - Chairman 2. Mr. Sudhir Kumar Joshi (Independent) 3. Mr. Akhilesh Kotia Annual Report Meetings of the Audit Committee and attendance of the members therein for the period ended Mr. Manoj Kumar Banka* Yes N.A. N.A. Mr. Akhilesh Kotia Yes Yes Yes Mr. Sudhir Kr Joshi N.A. Yes No. Mr. Sandip Goswami** N.A. N.A. Yes * Resigned w.e.f ** Inducted w.e.f The Company Secretary acts as Secretary to the Committee * Functions of the Committee 1. Review with the management and/or Internal Audit Department and/or Statutory Auditors: i) Company s financial statements and reports; ii) Disclosure of Company s financial information to ensure the same is correct, sufficient and credible; iii) Changes/improvements in Financial/Accounting practices; iv) Adequacy of Internal Audit Function and Systems and; v) Charter of Audit Committee; 2. Hold discussions with: i) Statutory Auditors, before and after audit on the scope and area of Concern; ii) Internal Audit Department on its significant findings and also failure of Internal Control Systems, if any, and iii) Management before submission of financial statements to the Board. 3. Compliance with Accounting Standards, Legal requirements and Ethical Code. * Remuneration Policy: The remuneration policy is directed towards rewarding performance based on review of achievements on a periodical basis. The remuneration policy is in consonance with the existing industry practice. No sitting fee was paid to any director for attending any meeting of the Board of Directors of the company and committee thereof. No Director of the Company including the Managing Director draw any remuneration from the company. Shares/Convertible Instruments held by Non-Executive Directors for the period ended Name of the Non-Executive Directors No. of shares Convertible Instruments of the company Mr. Sudhir Kumar Joshi Nil N.A. Mr. Sandip Goswami Nil N.A. ( 9 )

11 (b ) Shareholders /Investors Grievance Committee: Annual Report Shareholders /Investors Grievance Committee under the Chairmanship of independent nonexecutive director comprises of the following directors: 1. Mr. Sandip Goswami - Chairman 2. Mr. Sudhir Kumar Joshi 3. Mr. Akhilesh Kotia The Company Secretary acts as Secretary to the Committee The committee met on , , , , , and during the year and was attended by all the members. Compliance Officer Phone No. : (033) Fax No. : (033) website : Mrs. Anita Kumari Singh Company Secretary : marsonspower@vsnl.net : marsonsonline.com The company has dedicated a separate id, i.e. info@advancepowerinfratech.com for redressal of shareholders /investors grievances, queries and clarifications pursuant to new clause 47(f) of the Listing Agreement * Functions and activities: The Committee, inter alia, approves issue of duplicate certificates and oversees and reviews all matters connected with the securities transfer. The Committee also looks into redressal of Shareholders /Investors complaints like transfer of shares, non-receipt of Balance Sheet etc. during the year under review the Company has generally processed all the applications within time except for certain cases due to unavoidable reasons. There was no unresolved matter as on * Share Transfer System: The Company s shares are traded in the Stock Exchange compulsorily in Demat mode. Shares in physical mode, which are lodged for transfer, are processed and returned to the Shareholders within the stipulated time. During the year 13 Share transfer deeds comprising of 2734 shares were received for physical Transfer. Requests received for dematerialization of shares were generally processed promptly. During the year total number of shares dematerialization were as follows: NSDL 554 CDSL 247 Complaints have been received during the year and the number of complaints lying pending for the period ended 31 st March was NIL. 4. General Body Meetings: The last three Annual General Meetings of the Company were held as under:- Year Location Date Time MARSONS HOUSE Budge Budge Trunk Road, Chakmir, Maheshtala Kolkata , Chandni Chowk Street Kolkata Bhartiya Bhasha Parisad 36A, Shakespeare Sarani, Kolkata P.M A.M A.M ( 10 )

12 Note: There were no special resolutions required to be passed through Postal Ballot at any of the above general meetings. None of the resolutions proposed for the ensuing Annual General Meeting need to be passed by Postal Ballot. Extra Ordinary General Meetings held in last three financial year: Date Venue Time , Chandni Chowk Street, Kolkata a.m.. 5. Disclosures: (i) (ii) (iii) (iv) The financial statements are prepared following the Accounting Standards and there are no deviations from it in general Disclosures on materially significant related party transactions, i.e. transactions of the Company of material nature, with its promoters, the Directors or the Management, their subsidiaries or relatives, etc. that may have potential conflict with the interests of the company at large:- There are no significant transactions with related parties which may have a potential conflict with the interests of the Company. The Register of Contracts containing transactions in which directors are interested is placed before the Board regularly. Details of non-compliance by the company, penalties, structures imposed on the Company by the Stock Exchange or SEBI or any statutory authority or any matter related to Capital Markets, during the last three years:- There were no such significant instances of non-compliances of any matter related to the capital markets during the last year. The Company has complied with all the mandatory and non-mandatory requirements of the revised Clause 49 of the Listing Agreement. The extent of compliance of the following nonmandatory requirements are given below: (a) (b) 6. Subsidiary Company: With regard to training of Board Members, the directors of the Company are continuously trained in the business model of the Company and the risk profile of business parameters through various presentations at Board/Committee Meetings. With regard to Whistle Blower Policy, the Company is examining the formulation and implementation of the same, after which the same would be submitted to the Board. The company does not have any subsidiary company. 7. Means of Communication: The Company s Notice etc. has generally been published in Financial Express (in English) and Arthik Lipi (in Bengali). 8. Management Discussion & Analysis Report: Industry Trend and Development The Company is engaged in manufacturing of transformers. The demand for the Company s product in coming years will increase significantly. The expansion of infrastructure industry and real estate business, extensive rural electrification programme of the Government, development of shopping malls, complexes, etc. demands various type of transformers and the Company in this industry with flexibility will survive and have a bright future. Opportunities and Threats The company has taken steps to upgrade its facility for manufacturing of transformers upto 100 MVA 132 KV Class from the present capacity. With this the Board has also decided to diversify into the field of EPC Contracts in Power Sector and the negotiations with major players in this field are at concrete stage. The Company s nature of business is capital intensive and hence any delay in cycle causes huge interest loss and marks the bottom line of the Company. ( 11 )

13 Risk and Concern Annual Report The threat is also from unorganized small scale entrepreneurs who sometimes run away with big orders due to their small set up cost. The nature of industry demands blocking of capital for a long period and hence more credit support from the banks are required. Outlook The current scenario is very encouraging because the major thrust of our Government is on Power and Infrastructure sector. Meanwhile Eastern and North Eastern region is witnessing the maximum development in the power sector. We are in a commanding position for all North Eastern demand of these Large Transformers as we are at the gateway to the entire region. NTPC and NHPC are setting up power project of MW and MW at an estimated cost of approximately R. 20 Billion in the North East, which will give us a tremendous opportunity. Internal Control and System The Company maintains an efficient internal control system and the management is constantly reviewing for achieving improved operational efficiency. 9. CEO/CFO Certificate Mr. Akhilesh Kotia, Managing Director and also the person leading the finance friction has certified to the Board the particulars as stipulated vide Clause 49V of the Listing Agreement. 10. General Shareholder Information: (a) Annual General Meeting: Date & Time : Monday, the 23 rd day of September, 2013 at A.M. Venue : Bengal National Chamber of Commerce, 23, R. N. Mukherjee Rd, Kolkata (b) Financial Calendar (tentative) (c) Annual General Meeting (next year) - September, 2014 (d) Results for the quarter ending June 30, declared on 14 th August, 2013 (e) Results for the quarter ending Sept.30, nd week of November, 2013 (f) Results for the quarter ending Dec. 31, nd week of February, 2014 (g) Results for the quarter ending Mar. 31, end of May, 2014 (h) Book Closure date: 16 th September, 2013 to 23 rd September, (both days inclusive.) (i) Listing: Shares are listed at : i) The Calcutta Stock Exchange Association Ltd. ii) 7, Lyons Range, Calcutta Mumbai Stock Exchange Ltd. (Scrip ID: MARSO POW IN / Scrip Code: ) Phiroze Jeejeebhoy Towers, Dalal Street Mumbai The Listing Fee has been paid upto March, 2014 with the Mumbai Stock Exchange. The Company s application for delisting of its shares is pending with the Calcutta Stock Exchange. (e) Demat : ISIN No. INE 009D01017 ( 12 )

14 (f) Stock Market Rate : (Mumbai Stock Exchange) High (R.) Low (R.) No. of Shares No. of Shares Traded 2012 July August September October November December : January February March (g) Registrar & Share Transfer Agent: Maheshwari Datamatics Private Limited 6, Mangoe Lane, 2 nd Floor Kolkata Phone : /5809, Fax : (033) mdpl@cal.vsnl.net.in (h) (i) Distribution of Shareholding (as on ):- Category No. of Shares Held % of Share Holding A. Promoter (s) Holding 1. Promoters a. Indian Promoters b. Foreign Promoters Persons Acting in Concert Sub-Total B. Non-Promoters Holding 3. Institutional Investors a. Mutual Funds and UTI b. Banks, Financial Institutions, Insurance Companies(Central/ State Govt. Institutions/Non- Government Institutions) c. FIIS Sub-Total Others a. Private Corporate Bodies b. Indian Public c. NRIs/OCBs d. Any Other Sub-Total GRAND TOTAL ( 13 )

15 (ii) Distribution Schedule (as on ) Annual Report Share Holding Share Holder % No. of % Number Shares 1 to to to to to to to and above (iii) Share Holding Pattern (as on ) Shareholders Share No. % No. % Physical NSDL CDSL TOTAL i) Address for correspondence : 4, Chandni Chowk Street, Kolkata a. Any query on Annual Report : 4, Chandni Chowk Street, Kolkata b. Investor s Correspondence: Maheshwari Datamatics Private Limited 6, Mangoe Lane, 2 nd floor, Kolkata Phone No. : (033) /5809, Fax No. : (033) Cautionary Statement: : mdpl@cal.vsnl.net.in Details given here in above relating to various activities and future plans may be forward looking statements within the meaning of applicable laws and regulations. The actual performance may duffer from those Expressed or implied. 13. Certificate : The company has obtained the Certificate from the M/s. A. K. LABH & CO. Company Secretaries regarding compliance of Corporate Governance as stipulated in clause 49 of the listing agreement and the same is annexed. All material requirements with respect to Corporate Governance as stipulated in the Listing Agreement have been complied with. Registered Office: 4, Chandni Chowk Street Kolkata Date: Akhilesh Kotia Managing Director On behalf of the Board For Advance Powerinfra Tech Limited Sandip Goswami Director ( 14 )

16 A. K. LABH & CO. Company Secretaries 40, Weston Street, 3 rd Floor, Kolkata Certificate on compliance with the conditions of Corporate Governance under Clause 49 of the Listing Agreement To the Members of Advance Powerinfra Tech Limited We have examined the compliance of Conditions of Corporate Governance by Advance Powerinfra Tech Limited, for the period ended on 31 st March, 2013 as stipulated in clause 49 of the Listing Agreement of the Company with the Stock Exchanges. The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination was limited to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanation given to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above mentioned Listing Agreement. We have been explained that no investor grievances are pending for a period exceeding one month against the Company as per the records maintained by the Company as well as by the Share Transfer Agent. We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency or effectiveness with which the management has conducted the affairs of the Company. For A. K. LABH & CO. Company Secretaries 40, Weston Street, 3 rd Floor, Kolkata Dated the 14 th August, 2013 CS A. K. LABH Proprietor C.P ( 15 )

17 CERTIFICATE OF COMPLIANCE OF THE CODE OF CONDUCT OF THE COMPANY This is to confirm that a code of conduct for the Board Members and Senior Management Personnel of the Company has been adopted by the Board and the same was also circulated and posted on the website of the Company. The Company received declarations affirming Compliance of the Code from the persons concerned for the period ended 31 st March, 2013 and the same has also been noted by the Board. For Advance Powerinfra Tech Limited Place: Kolkata Date: Akhilesh Kotia Managing Director ( 16 )

18 PRAKASH JOSHI & ASSOCIATES 56E, Hemanta Basu Sarani, Stephen House, Chartered Accountants 4 th Floor, Room No.56 C & D, Kolkata pja_ca@rediffmail.com, Ph: Independent Auditor s Report To the Members of Advance Powerinfra Tech Limited Report on the Financial Statements We have audited the accompanying financial statements of Advance Powerinfra Tech Limited ( the Company ), which comprise the Balance Sheet as at March 31, 2013, and the Statement of Profit and Loss and Cash Flow Statement for the period from 1 st July 2012 to 31 st March 2013, and a summary of significant accounting policies and other explanatory information. Managements s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ( the Act ). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion. Basis for Qualified Opinion The Management of Advance Powerinfra Tech Limited has considered that no provision is required against fall in the value of investment held at cost of R Lacs in shares of quoted and unquoted Companies. Attention is invited to the following a) Note 11-a regarding the opinion framed by the company for non provision of diminution in the value of quoted investments. b) Note 11-b regarding non provision for diminution in value of unquoted investments. The overall effect of the aforesaid matters on the financial statements for period from 1st July, 2012 to 31st March 2013 and on the corresponding figures for the period from 1st April 2011 to 30th June 2012, could not be determined. Qualified Opinion In our opinion and to the best of our information and according to the explanations given to us, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements give the ( 17 )

19 information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013; b) in the case of the Profit and Loss Account, of the profit/ loss for the period from 1 st July 2012 to 31 st March 2013; and c) in the case of the Cash Flow Statement, of the cash flows for the period from 1 st July 2012 to 31 st March Emphasis of Matter We draw attention towards certain debts and loans receivables due for over three years or more, specifically described in note no.26, which are subject to confirmation and no provision has been made by the management for the same. Further M/s. Advance Power Technologies Ltd. have been merged with the company in terms of the order of Hon ble High Court of Calcutta and accordingly the financial statements were made for the 15 months period ended in the previous financial statement. Hence, the management prepared current financial statement for the 9 months period from 1 st July, 2012 to 31st March As such the figures of Financial Statements are not comparable. Further title document of immovable properties had not been made available to us for verification. Our opinion is not qualified in respect of above matters. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor s Report) Order, 2003 ( theorder ) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 2. As required by section 227(3) of the Act, we report that: a) we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit; b) in our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books c) the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account. d) in our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; e) on the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, f) Since the Central Government has not issued any notification as to the rate at which the cess is to be paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the said section, prescribing the manner in which such cess is to be paid, no cess is due and payable by the Company. For PRAKASH JOSHI & ASSOCIATES Chartered Accountants FRN: E Place: Kolkata Date: 30 th May 2013 Name of the Member: CA ASHISH MODI (Designation): PARTNER Membership No. : ( 18 )

20 PRAKASH JOSHI & ASSOCIATES Chartered Accountants Annual Report E, Hemanta Basu Sarani, Stephen House, 4 th Floor, Room No.56 C & D, Kolkata pja_ca@rediffmail.com, Ph: The Annexure referred to in paragraph 1 of the Our Report of even date to the members of Advance Powerinfra Tech Limited on the accounts of the company for the year ended 31 st March, On the basis of such checks as we considered appropriate and according to the information and explanation given to us during the course of our audit, we report that: 1. (a) The company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. (b) As explained to us, fixed assets have been physically verified by the management at reasonable intervals; no material discrepancies were noticed on such verification. (c) In our opinion and according to the information and explanations given to us, no fixed asset has been disposed during the year and therefore does not affect the going concern assumption. 2. (a) As explained to us, inventories have been physically verified during the period by the management at reasonable intervals. (b) In our opinion and according to the information and explanations given to us, the procedures of physical verification of inventories followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. (c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining proper records of its inventories. No material discrepancy was noticed on physical verification of stocks by the management as compared to book records. 3. (a) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has granted R as loans, unsecured, to related other parties listed in the register maintained under Section 301 of the Companies Act, (b) The Loans provided are free of interest, in our opinion which may prejudice to the interest of the company. (c) According to the information and explanations given to us and on the basis of our examination of the books of account, the Company has taken loans of R Lakhs from other related parties listed in the register maintained under Section 301 of the Companies Act, (d) The loan taken are free from any interest and long term in nature, in our opinion not prejudicial to the interest of the company. 4. In our opinion and according to the information and explanations given to us, there is generally an adequate internal control procedure commensurate with the size of the company and the nature of its business, for the purchase of inventories & fixed assets and payment for expenses ( 19 )

21 & for sale of goods. During the course of our audit, no major instance of continuing failure to correct any weaknesses in the internal controls has been noticed. 5. a) Based on the audit procedures applied by us and according to the information and explanations provided by the management, the particulars of contracts or arrangements referred to in section 301 of the Act have been entered in the register required to be maintained under that section. b) As per information & explanations given to us and in our opinion, the transaction entered into by the company with parties covered u/s 301 of the Act are reasonable except interest free advances given to Mr. Hashvardhan Kotia of R /- and to Miss. Vasundhara Kotia of R /- in the given financial period. 6. The Company has not accepted any deposits from the public covered under section 58A and 58AA of the Companies Act, As per information & explanations given by the management, the Company has an internal audit system commensurate with its size and the nature of its business. 8. As per information & explanation given by the management, maintenance of cost records has been prescribed by the Central Government under clause (d) of sub-section (1) of section 209 of the Act and we are of the opinion that prima facie the prescribed accounts and records have been made and maintained.. We have not, however, carried out a detailed examination of the same. 9. a)accordingly to the information and explanations given to us and the records examined by us, the Company has undisputed statutory dues of R Lacs on account of service tax outstanding, Provident Fund of R & Professional Tax R outstanding as at 31 st March 2013 for a period of more than six months from the date they became payable. b)according to the records of the Company, the dues outstanding of income tax, wealth tax, service tax, central excise and cess as at 31 st March 2013, which have not been deposited with respective authorities on account of any dispute are as follows: Name of the statute Nature of Amount(Rs.) Period to which the Forum whether dispute dues amount relates is pending Income Tax Act,1961 Income Tax R /- A.Y CIT- Appeal Income Tax Act,1961 Income Tax R /- A.Y CIT Appeal Income Tax Act,1961 Income Tax R /- A.Y CIT-Appeal Income Tax Act,1961 Income Tax R /- A.Y CIT-Appeal Central Excise Rules, 2002 Central Excise R /- P.Y Central Excise Tribunal ** All the aforesaid disputed pending liabilities are of erstwhile M/s Advance Power Technologies Ltd which has been merged with company as per the order of Hon ble High Court of Calcutta dated The Company does not have any accumulated loss and has not incurred cash loss during the financial year covered by our audit and in the immediately preceding financial year. ( 20 )

22 11. Based on our audit procedures and on the information and explanations given by the management, we are of the opinion that, the Company has not defaulted in repayment of dues to a financial institution, bank or debenture holders. 12. According to the information and explanations given to us, the Company has not granted loans and advances on the basis of security by way of pledge of shares, debentures and other securities. 13. The Company is not a chit fund or a nidhi /mutual benefit fund/society. Therefore, the provision of this clause of the Companies (Auditor's Report) Order, 2003 (as amended) is not applicable to the Company. 14. According to information and explanations given to us, the Company is not in trading in Shares, Mutual funds & other Investments. Therefore no records entries have been maintained in this regard & further investments specified are held in their own name. 15. According to the information and explanations given to us, the Company has not given any guarantees for loan taken by others from a bank or financial institution. 16. Based on our audit procedures and on the information given by the management, we report that the company has not raised any term loans during the given financial period. 17. Based on the information and explanations given to us and on an overall examination of the Balance Sheet of the Company as at 31 st March, 2013, we report that no funds raised on shortterm basis have been used for long-term investment by the Company. 18. The Company has made allotment of 80 Lakhs equity shares of R. 10 each at par to the shareholders of Advance Power Technologies Limited in lieu of shares held by them in ratio of 1:2 on account of amalgamation as per the order of the Hon ble High court dated on The Company has no outstanding debentures during the period under audit. 20. The Company has not raised any money by public issue during the year. 21. Based on the audit procedures performed and the information and explanations given to us, we report that no fraud on or by the Company has been noticed or reported during the year, nor have we been informed of such case by the management. For PRAKASH JOSHI & ASSOCIATES Chartered Accountants FRN: E Place: Kolkata Date: 30 th May 2013 Name of the Member: CA ASHISH MODI (Designation): PARTNER Membership No. : ( 21 )

23 Balance Sheet as at 31-March-2013 Particulars I. EQUITY AND LIABILITIES 1 Shareholders' Funds Note No. Annual Report as at 31-March-2013 In R (Rupees) as at 30-June-2012 (a) Share Capital 2 116,383, ,383, (b) Reserves and Surplus 3 44,667, ,913, Share Application money pending allotment 3 Non-Current Liabilities - - (a) Long-Term Borrowings 4 31,403, ,403, (b) Deferred Tax Liabilities (Net) 1,042, ,099, (c) Other Long-Term Liabilities 5 3,059, , (d) Long-Term Provisions 6-6,578, Current Liabilities (a) Short-Term Borrowings 7 9,226, ,701, (b) Trade Payables 8 24,173, ,957, (c) Other Current Liabilities 9 3,679, ,716, (d) Short-Term Provisions 395, , Total 234,029, ,611, II. ASSETS 1 Non-Current Assets (a) Fixed Assets 10 51,279, ,342, (i) Tangible Assets 11,425, ,488, (ii) Intangible Assets 39,853, ,853, (b) Non-Current Investments 11 35,114, ,114, (c) Deferred Tax Assets (Net) - - (d) Long-Term Loans and Advances 12 36,189, ,297, (e) Other Non-Current Assets 270, Current Assets (b) Inventories 13 90,153, ,723, (c) Trade receivables 14 20,327, ,592, (d) Cash and Cash Equivalents , ,129, (e) Short-Term Loans and Advances , ,411, Total 234,029, ,611, Significant Accounting Policies 1 Contingent Liabilities and Commitments 17 The schedules referred to above and notes to accounts form an integral part of the Balance Sheet. As Per Our report of even date - For and on Behalf of the Board KOLKATA DATED : 30 TH DAY OF MAY 2013 PER OUR REPORT ATTACHED FOR PRAKASH JOSHI & ASSOCIATES CHARTERED ACCOUNTANTS (CA ASHISH MODI) PARTNER M.NO AKHILESH KOTIA MANAGING DIRECTOR SANDIP GOSWAMI DIRECTOR ( 22 )

24 Statement of Profit and Loss for the period from to In R (Rupees) Particulars Note 1-July-2012 to 31-Mar Apr-2011 to 30-Jun-2012 No. I Revenue from Operations 18 32,947, ,691, II Other Income 19 2,495, ,783, III TOTAL REVENUE (I + II) 35,442, ,474, IV EXPENSES Cost of Materials Consumed 20 26,453, ,739, Changes in Inventories 21 (132,179.00) - Employee Benefit Expenses 22 1,307, ,243, Finance Costs 23 1,261, ,579, Depreciation and Amortization Expenses 463, , Other Expenses 24 4,997, ,214, TOTAL EXPENSES 34,350, ,721, V Profit before Exceptional and 1,091, , Extraordinary Items and Tax (III-IV) VI Exceptional Items - - VII Profit before Extraordinary Items &Tax 1,091, , VIII Extraordinary Items - - IX Profit Before Tax 1,091, , X Tax Expense 338, , Current Tax 395, Deferred Tax (57,494.00) XI Profit/(Loss) for the period from 753, , Continuing Operations(IX-X) XII Profit/(Loss) from Discontinuing - - Operations (after tax)(xii-xiii) XII Profit(Loss) for the Period(XI+XIV) 753, , XIV Earnings per Equity Share 25 -Basic Diluted Additional Information Significant Accounting Policies 1 The schedules referred to above and notes to accounts form an integral part of the Balance Sheet. As Per Our report of even date For and on Behalf of the Board KOLKATA DATED : 30 TH DAY OF MAY 2013 PER OUR REPORT ATTACHED FOR PRAKASH JOSHI & ASSOCIATES CHARTERED ACCOUNTANTS (CA ASHISH MODI) PARTNER M.NO AKHILESH KOTIA MANAGING DIRECTOR SANDIP GOSWAMI DIRECTOR ( 23 )

25 Note: 1 1. Significant Accounting Policies i) System of Accounting The accounts and financial statements have been prepared on historical cost basis as a going concern. ii) Income a) The company follows the practice of accounting for income on accrual basis. iii) Expenses a) It is the company s policy to account for all expenses on accrual basis, except for provision of gratuity and leave encashment. iv) Fixed Assets and Depreciation a) Fixed Assets Fixed Assets are carried at cost of acquisition less accumulated depreciation. b) Depreciation Depreciation has been provided on straight-line method in terms of section 205(2)(b) of the Companies Act, 1956, at the rate specified in schedule XIV of the said Act. v) Investment Investments are valued at cost. Market values of such investment erode substantially. vi) Inventories Inventories are valued at Cost or Net Realizable Value whichever is lower. vii) Retirement Benefits Contributions to Employee State Insurance, Provident fund are made accordingly with appropriate authorities during the period. Provision for leave encashment as per Accounting Standard 15 is being made, as and when the liability for the same arises. 2. M/s. Advance Power Technologies Ltd. have been merged with the company in terms of the order of Hon ble High Court at Calcutta and accordingly the financial statements are made for the 15 months period ended in the previous Financial statement. Hence the management prepared current financial statement for the 9 months period ended 31 st March Shares of the Company have been allotted to the shareholders of erstwhile Advance Power Technologies Limited accordingly in the ratio of 1:2 as per the said order on Income Tax Department has on 22 nd September, 1998 seized Equity Shares of Marson s Textiles Limited and held under Stock in Trade. 4. There were no amount overdue and remaining outstanding to small scale and / or ancillary industrial Suppliers as per information available. 5. In view of the Company primarily engaged in manufacturing of transformer and other related accessories activities, and there being no separate reportable Segments AS-17 is not applicable 6. Earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the number of Weighted Average Equity shares outstanding during the period. 7. Deferred Tax resulting from timing differences between book and taxable profit is accounted for using the. Deferred tax resulting from timing differences between book and taxable profit is accounted for using the tax rates and laws that have been enacted or substantively enacted as on balance sheet date. The provision for deferred tax has been made accordingly as per AS 22 issued by ICAI for the period of 1 st July 2012 to 31 st March ( 24 )