Dear Shareholders,
Your directors are pleased to present the 11th ANNUAL REPORT
OF ADVANCE TECHNOFORGE
PRIVATE LIMITED (the "Company") along with the audited
Financial Statements for the financial year ended 31st March 2024 has been referred to
wherever required.
FINANCIAL SUMMARY AND HIGHLIGHTS
A summary of the Company's financial results for the Financial Year
2023-2024 is as under:
|
For the year ended March 31 |
| Financial Particulars |
|
2023 |
|
(Rs. In Lacs) |
(Rs. In Lacs) |
| Revenue from operations |
481.94 |
3788.33 |
| Other Incomes |
3.57 |
1.36 |
| Total revenues |
4823.51 |
3789.69 |
| Cost of Material consumed |
2904.38 |
2407.62 |
| Changes in Inventory |
(113.33) |
76.69 |
| Employee Benefit expense |
270.91 |
209.83 |
| Finance Costs |
100.30 |
80.98 |
| Depreciation and amortization expense |
58.62 |
53.91 |
| Other expenses |
1377,18 |
861.13 |
| Total Expenses |
4597,97 |
3690.16 |
| Profit before tax |
225,54 |
99.53 |
| Tax expense |
58,91 |
21.73 |
| Profit for the year |
166.63 |
77.80 |
PERFORMANCE REVIEW
The Company's revenue from operations for the year under review is
Rs.4819.94 lakhs as compared to Rs.3788.33 lakhs in the previous year. The Profit after
Tax is at Rs.166.63 lakhs as compared to Rs.77.80 lakhs in the previous year.
PUBLIC DEPOSITS
Your Company has not accepted or renewed any deposits under Chapter V
of the Companies Act, 2013 read with Companies (Acceptance of Deposit) Rules, 2014, during
the Financial Year 2023-2024.
TRANSFER TO RESERVES
In view of the profit incurred, such an amount has been transferred to
reserves during the year under review.
DIVIDEND
The Directors have not recommended any Dividend on equity shares of the
company for the year ended March 31,2024.
SHARE CAPITAL'
The paid-up Equity Share Capital as of March 31,2024, stood at Rs.50.00
Lakhs. During the year under review, the Company has neither issued shares with
differential voting rights, nor granted stock options, nor sweat equity and none of the
Directors of the Company hold any convertible instruments.
MATERIAL CHANGES AND COMMITMENT
The Company continued to operate in the business of manufacturing of
"Steel & Alloy Stell Close Die Forging (Schmieden)" and there was no change
in business activities. No material changes and commitment affecting the financial
position of the Company occurred between end of the financial year and the date of this
report.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company in the
review period.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013 ["the
Act"], the Directors of the Company, to the best of their knowledge and ability,
confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;
(b) they 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 as at 31st
March, 2024, and of the profit of the Company for the year ended on that date;
(c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by
the company and that such internal financial controls are adequate and were operating
effectively; and
(f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems are adequate and operating
effectively.
Based on the framework of internal financial controls and compliance
systems established and maintained by the Company, the work performed by the internal,
statutory and secretarial auditors including audit of internal financial controls over
financial reporting by the statutory auditors and reviews performed by the management and
the audit committee, the Board of Directors is of the opinion that the Company's
internal financial controls were adequate and effective during the financial year 2023-24.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) - -
Pursuant to provisions of Sections 2(51) and 203 of Companies Act, 2013
read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 following persons are acting as directors and Key Managerial Personnel of the
Company:
| 1. Mr. Nilesh S. Moliya |
Director |
| 2. Mr. Pradip B. Vora |
Director |
As stipulated under SS-2 issued by ICSI, the brief resume of the
Directors proposed to be appointed/re-appointed is given in the notice convening the 11th
Annual General Meeting.
MEETINGS OF THE BOARD
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year, 08 (Eight) meetings of the Board were convened and held, the
details are given in the Corporate Governance Report. The intervening gap between the
Meetings was within the period prescribed under the Companies Act, 2013.
| Name of Director |
DIN |
Category |
Attendance of BM held In 2023-2024 |
Attended at last AGM |
| MR. NILESH S. MOLIYA |
03480165 |
Director |
08 |
Yes |
| MR. PRADIP B. VORA |
06637435 |
Director |
08 |
Yes |
MEETING OF BOARD Of DIRECTORS DURING 2023-2024
The Board of Directors met eight (08) times during the financial year
2023-24. The meetings were held on April 01, 2023, June 01, 2023, September 01, 2023,
October 01, 2023, December 01, 2023, February 01, 2024, March 01, 2024, and March 30,
2024. In order to transact business, approval of the Board, which was noted at the
subsequent meeting of the Board, as the case may be.
COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT
OF REMUNERATION .AND DISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination
and Remuneration Committee are not applicable to the Company and hence the Company has not
devised any policy relating to appointment of Directors, payment of Managerial
remuneration. Director's qualifications, positive attributes, independence of
Directors and other related matters as provided under Section 178(3) of the Companies Act,
2013.
INFORMATION PURSUANT TO RULE 5(2) OF COMPANIES
(APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The Company has not appointed any employee(s) in receipt of
remuneration exceeding the limits specified under Rule 5(2) of Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014.
ENHANCING SHAREHOLDERS' VALUE
Your Company believes in the importance of its members who are among
its most important stakeholders. Accordingly, your Company's operations are committed
to the goal of achieving high levels of performance and cost effectiveness, growth
building, enhancing the productive asset and resource base and nurturing overall corporate
reputation. Your Company is also committed to creating value for its stakeholders by
ensuring that its corporate actions have a positive impact on the socio-economic and
environmental growth and development.
STATUTORY AUDITORS <
M/s Dodiya Mehta & Co., Chartered Accountant, Rajkot (Firm
Registration No. 120662W) be and hereby are re-appointed as Statutory Auditors of the
Company to hold office upto the conclusion of 11th Annual General Meeting.
The statutory Audit Report does not contain any qualification, adverse
remark or disclaimer made by the Statutory Auditor.
DETAILS IN RESPECT Of FRAUDS REPORTED BY AUDITORS UNDER SECTION 143
(12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GEOVERNMENt
There were no frauds as reported by the Statutory Auditors under
sub-section 12 of Section 143 of the Companies Act, 2013 along with Rules made there-under
other than those which are reportable to the Central Government.
DISCLOSURES OF AMOUNTS, IF ANY, TRANSFER TO ANY RESERVES
It is not proposed to carry any amount to any reserves from the profits
of the Company. Hence, disclosure under Section 134 (3) (j) of the companies act, 2013 is
not required.
CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the provisions of Section 135 of the Companies Act, 2013 are
not applicable.
FIXED DEPOSITS
The Company has not accepted any Fixed Deposits from the public and it
is therefore not required to comply with the requirement under Non-Banking Non-Financial
Companies (Reserve Bank) Directions, 1996 and Companies (Acceptance of Deposits) Rules,
1975.
FINANCE
During the period up to this report, the company has been utilizing
cash credit and term loan from the Bank/Financial Institute and the Company has been
regular in payment of interest as well as instalments as per schedule to Banks.
DECLARATION OF INDEPENDENT DIRECTORS
The provisions of Section 149 pertaining to the appointment of
Independent Directors do not apply to our Company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Particulars of loans covered under Section 186 of the Companies Act,
2013 form part of the notes to the financial statement provided in this Annual Report.
These loans are primarily granted for the furtherance of business of the borrowing
companies.
Your Company has not given any guarantee or provided any security in
connection with a loan to any other body corporate or persons and has not made any
investment in the securities of any other body corporate.
INTERNAL FINANCIAL CONTROLS .
The Board has adopted policies and procedures for ensuring the orderly
and efficient conduct of its business, including adherence to the Company's policies,
the safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures.
During the year, such controls were tested and no reportable material
weaknesses in the design or operation were observed.
SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES
The Company does not have any subsidiary, Associates or Joint Venture
Companies and hence preparation of Consolidated Financial Statements and Statement
containing salient features of subsidiary in AOC-1 as per the provisions of Section 129 of
the Companies Act, 2013 is not applicable to the Company.
SAFETY, HEALTH AND ENVIRONMENT
The Company is committed to establishing and maintaining a safe working
environment that promotes good health and high performance of the employees, and
simultaneously takes measures to protect the environment. We also ensure that safety
behavior is well demonstrated by our employees while working in factory by using personal
protective equipment as required.
RISKS AND AREAS OF CONCERN
The Company has laid down a well-defined Risk Management Policy
covering the risk mapping, trend analysis, risk exposure, potential impact, and risk
mitigation process. A detailed exercise is being carried out to identify, evaluate, manage
and monitor both business and non-business risk. The Board periodically reviews the risks
and suggests steps to be taken to control and mitigate the same through a properly defined
framework.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED EY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no order passed by any regulator or court or tribunal, which
impacts the going concern status of the Company or will have bearing on company's
operations in future.
HUMAN RESOURCES DEVELOPMENT
Your Company is well known for its execution capabilities, marketing
and Production strengths, product quality, and ability to keep to its commitment and
deliver for its customers. Over the years, organizational strengths have enabled your
company to grow faster than the industry average each year. The momentum continued during
the year under review with a new high in volume sold, highest in revenues and profit after
tax. Your company has been well served by all the employees.
Employees today are looking for development opportunities, future
career options, empowerment, and work-life balance in an organization. To retain a
leadership position, the Company continuously innovates and customizes its human resource
(HR) strategy to meet changing employee needs. The Company has well defined Human Resource
Policies, excellent training facilities and a well-established, healthy working
environment.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OP WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Your Company has always believed in providing a safe workplace for
every individual working on the Company's premises through various interventions and
practices. The Company always endeavours to create and provide an environment that is free
from discrimination and harassment including sexual harassment.
In terms of provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, the Company has formulated a Policy to
prevent Sexual Harassment of Women at Workplace.
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
VIGIL MECHANISM
Your Company is committed to the highest standards of ethical, moral,
and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle
Blower Policy which is in compliance with the provisions of Section 177 of the Companies
Act, 2013. Under the policy, the Directors and employees are free to report any violation
of the applicable laws and regulations and the code of conduct of the Company. The
reportable matters are to be disclosed to the Director.
During the year under review, the Company has not received any
complaints under the said mechanism.
RELATED PARTY TRANSACTIONS (RPT)
All contracts/arrangement/transactions entered by the Company during
the financial year under review with related parties were in the ordinary, course of
business on arm's length basis and are reported in the Notes to Accounts for the financial
year ended on 31st March 2024.
All RPT that were entered into during the financial year were on an
arm's length basis and were in the ordinary course of business. There are not
materially significant RPT by the Company with promoters, Directors, key managerial
personnel, or other designated persons which may have a potential conflict with the
interest of the Company at large.
The provisions of Section 188 pertaining to the related party
transaction do not apply to our Company.
VALUATION OF ASSETS
During the financial year under review, there was no instance of
one-time settlement of ioans/financial assistance taken from Banks or Financial
Institutions, hence the Company was not required to carry out valuation of its assets for
the said purpose.
SIGNIFICANT OR MATERIAL ORDERS
No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
SECRETARIAL STANDARDS
The Directors have devised proper systems to ensure compliance with the
provisions of all applicable Secretarial Standards and that such systems are adequate and
operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The prescribed under Section 134 of fhe Companies Act, 2013 read with
Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy,
Technology Absorption, Foreign Exchange Earnings and Outgo are furnished in
"Annexure-I" to this Report.
STATEMENT Of CHANGES IN EQUITY SHARIS CAPITAL
The prescribed under Section 2(40) & 129 of the Companies Act,
2013, relating to statement of changes in Equity Shares Capital are furnished in
"Annexure-ll" to this Report.
EXTRACT Of ANNUAL RETURN
Pursuant to Section 92(3) read with section 134(3) (a) of the Companies
Act, 2013, copy of the Annual Return of the Company prepared in accordance with Section
92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules,
2014, an extract of the Annual Return in Form MGT-9 is attached as
"Annexure-lll" to this Report.
ANNEXURES FORMING PAST OF THIS ANNUAL REPORT
| Annexure |
Particulars |
| 1 |
Statement of Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo |
| II |
Statement of Changes in Equity Shares Capital |
| III |
Extract of Annual Return |
CAUTIONARY STATEMENT
Statements in this ‘Director's Report' and
‘Management Discussion and Analysis Report' describing the Company's
objectives, projections, estimates, expectations, or predictions may be forward-looking
statements within the meaning of applicable security laws and regulations. Actual results
could differ materially from those expressed or implied. Important factors that could make
a difference to the Company's operations include raw material/ fuel availability and
its prices, cyclical demand and pricing in the Company's principal markets, changes
in the Government regulations, tax regimes, economic developments, unforeseen situations
like pandemic within the country in which your Company conducts business and other
ancillary factors.
ACKNOWLEDGEMENT
The Directors take this opportunity to thank the Company's employees,
customers, vendors, investors, alliance partners, business associates, bankers for their
continuous support given by them to the Company and their confidence reposed on the
management. The Directors also thank the Central and the State Governments in India,
Governments of the countries where the Company has operations and concerned Government
departments and agencies for their continued co-operation. The Directors acknowledge the
unstinted commitment and valuable contribution made by all members of the Advance
Technoforge family.
| Date: 10.07.2024 |
| Place: Rajkot |
| Pradip B. Vora |
Nilesh S. Moliya |
| Director |
Director |
| DIN -.06637435 |
DIN:03480165 |
|