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EQUITY - MARKET SCREENER

Advik Capital Ltd
Industry :  Finance & Investments
BSE Code
ISIN Demat
Book Value()
539773
INE178T01024
1.8746184
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
54.8
117.31
EPS(TTM)
Face Value()
Div & Yield %
0.05
1
0
 

As on: Apr 20, 2024 07:10 PM

Dear Shareholders,

The Directors present the 38th Annual Report together with the Audited Statement of Accounts for the financial year ended March 31, 2023.

FINANCIAL RESULTS AND OPERATIONS

The financial performance of your Company for the year ended March 31, 2023 is tabulated below:

Particulars

Standalone

Consolidated

2022-23 2021-22 2022-23 2021-22
Net Sales / Income from Business Operations 34927.12 3949.52 60428.92 4645.90
Other Income 7.15 - 7.97 11.82
Total Income 34934.26 3949.52 60436.89 4657.72
Financial Costs 277.73 0.02 297.05 20.51
Provision for impairment on financial Instruments 98.05 - 98.05 -
Loss in fair value Measurement 17.50 - 40.83 -
Purchase of Stock in trade 33066.35 3944.10 57933.47 3944.10
Cost of Material Consumed - - 549.45 565.12
Changes in Inventories and stock in trade (20.67) (91.63) (44.76) (87.06)
Employee Benefit Expense 43.85 31.15 69.36 63.61
Depreciation and Amortization Expense 7.59 2.89 24.08 23.43
Other Expenses 134.87 9.01 186.73 64.73
Total Expenses 33625.28 3895.54 59154.26 4594.42
Profit before Exceptional items 1308.99 53.98 1282.63 63.29
Add : Exceptional items - - - -
Net Profit Before Tax 1308.99 53.98 1282.63 63.29
Less : Current Tax 357.98 11.46 358.50 14.44
Less : Deferred Tax liability/(assets) (3.60) 1.39 (10.75) 1.47
Profit for the Period 954.61 41.13 934.88 47.38
Other Comprehensive Income/(loss)

(A) items that will not be re-classified to profit & loss (net of tax effect)

(896.82) - (896.82) -

(B) Income Tax effect on herein above (net of tax effect)

- - - -
Total other Comprehensive Income (896.82) (896.82) -
Total Comprehensive Income/(Loss) for the period 57.79 41.13 38.06 47.38
Profit attributable to Equity Holders of the Parent - - 37.78 44.76
Profit attributable to Equity Holders to Non-Controlling - - 0.28 2.62
Interest
Basic EPS 0.03 0.09 0.42 0.10

During the year under review, the Company achieved a turnover of Rs. 34,927.12 Lacs as against Rs. 3,949.52 Lacs for previous year whereas, the profit of the Company for the period under review were Rs. 954.61 Lacs as compared to profit of the company Rs. 41.13 Lacs in the previous year.

On consolidated basis, the Company recorded a turnover of Rs. 60,428.92 Lacs during the financial year 2022-2023 and achieved Net Profit of Rs. 934.88 Lacs for the said financial year.

Your company has managed to book good amount of profits during the period under review as compare to the previous year and your management is optimistic to back on track in near future and register good volumes with profitability.

BUSINESS OVERVIEW

Your Company is currently engaged in NBFC and Financial activities. The Company intends to continue focusing on NBFC activities including financing, Inter- corporate Investments & Capital Market activities. The Company continues to enhance its business operations by ensuring that our network of customers increases through our marketing efforts.

We intend to remain diversified in our loan book by strategically focusing on adjacent high growth and profitable lending businesses and further expand our lending and other businesses. We intend to continue to focus on developing a diversified funding model to achieve optimal cost of funds while balancing liquidity and concentration risks. As our cost of borrowings is determined by our financial discipline and business performance, we intend to source funding at competitive rates. In particular, with respect to our credit business, a decrease in cost of borrowings will enable us to price our products in a more competitive manner. We intend to further diversify and strengthen our profile, strategically adding additional funding resources.

We intend to continue to grow our loan portfolio by expanding our network through the addition of new branches. A good reach to customers is very important in our business. Increased revenue, profitability and visibility are the factors that drive the branch network. Our strategy for branch expansion includes further strengthening our presence in various parts of India by providing higher accessibility to customers.

CHANGE IN CONTROL AND MANAGEMENT PURSUANT TO SHARE PURCHASE AGREEMENT AND OPEN OFFER

On May18, 2022, the Company's erstwhile promoters Mr. Virender Kumar Agarwal and Mr. Shakul Kumar Agarwal has entered into a Share Purchase Agreement with Mr. Vikas Garg and Mrs. Seema Garg (hereinafter referred as Acquirers) and Ms. Sukriti Garg (here in after referred as Person Acting in Concert), collectively known as Acquirers to sell their entire stake in Advik Capital Limited ("the Company") 1,73,84,000 fully paid-up equity shares of face value of Rs. 1/- each representing 7.89 % of the paid-up Equity Share Capital of the Company.

Consequently, an Open Offer in terms of Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011 was made by the Acquires to acquire upto 26% of the total Voting Shares of the Company from public shareholders in terms of Letter of Offer dated February 09, 2023.

Upon completion of the said open offer, and in terms of the Share Purchase Agreement dated May18, 2022, our Company was acquired by Mr. Vikas Garg and Mrs. Seema Garg in the current fiscal i.e., 2022-2023, by acquisition of total 1,73,84,000 Equity Shares representing 7.89 % of the total Equity, and resultantly the management of your Company underwent a change.

In furtherance to change in management certain other changes took place in company's management, situation and object clauses of the Memorandum of Association of the Company among others.

CHANGE IN REGISTERED OFFICE WITHIN THE LOCAL LIMITS/TOWN

During the year under review, pursuant to share purchase agreement dated March 4, 2022 and open offer in terms of Regulation 3(1) and Regulation 4 of SEBI (SAST) Regulations, 2011, the management of the Company underwent a change and Mr. Vikas Garg and Ms. Seema Garg becomes the new promoters of the Company.

The Board of Directors of the Company considered that it will be in the best interest of the Company to shift the registered office of the Company from PLOT NO. 84, KHASRA NO. 143/84, GROUND FLOOR, EXTENDED LAL DORA, KANJHAWLA DELHI-110081 to G-3, VIKAS HOUSE, 34/1, EAST PUNJABI BAGH, NEW DELHI - 110026 and accordingly, approval of Board was obtained by way of passing Board Resolution on April 11, 2023 and e-filing of form INC-22 with Registrar of Companies/Ministry of Corporate Affairs.

TRANSFER TO RESERVE

Under section 45-IC (1) of Reserve Bank of India (‘RBI') Act, 1934, non-banking financial companies (‘NBFCs') are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. Accordingly, the ‘Company has transferred a sum of Rs. 190.92 Lakhs to its reserve fund.

Also, the company has pursuant to Notification of Reserve Bank of India dated January 17, 2011 vide Notification No. DNBS.PD.CC. No. 207/03.02.002/2010-11 for making the ‘Provision of 0.25% for Standard Assets of NBFCs', the Company has transferred a sum of Rs. 74.86 Lakhs i.e., 0.25% on the Standard Assets of the Company under the Other Non-Financial Liabilities named "Provision for Bad and Doubtful Debts".

Further the company is complying with all the Reserve Bank of India guidelines as issued from time to time related to provisioning and reserves.

DIVIDEND

In order to conserve the resources of the Company, your Directors have not recommended any dividend for the financial year under review.

SHARE CAPITAL

As on March 31, 2023, the Issued and Paid-up Share Capital of the Company stood at Rs. 22,01,93,280/- divided into 22,01,93,280 fully paid-up equity shares of face value of Rs. 1/- per share.

Post closure of the financial year 2022-23, to augment the long-term financial resources of the Company, the members by way of passing special resolution on May18, 2023 approved the Increase in Authorized Share Capital of the Company from the present Rs. 25,00,00,000 (Rupees Twenty-Five Crores) consisting of 25,00,00,000 (Twenty-Five Crores) Equity Shares of Rs.1/- (Rupee One) each to Rs. 75,00,00,000 (Rupees Seventy-Five Crores) consisting of 75,00,00,000 (Seventy-Five Crores) Equity Shares of Rs.1/- (Rupee One) each.

Further, also approved the raising of funds by way of a rights issue for up to an aggregate amount of Rs. 50 Crore (Rupees Fifty Crore), in accordance with the Companies Act, 2013 and the rules made thereunder, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended and other applicable laws.

DEPOSITS

During the period under review the Company has not accepted any public deposits and therefore no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

In addition of above, the Company is registered as a Non-Banking Finance Company- Not accepting deposits. Hence, pursuant to Section 45- IA of the Reserve Bank of India Act, 1934, the Company cannot accept deposits from public, which is complied by the Company during the Financial Year.

Further, the Directors of the company assured to carry on the practice of not accepting the same in order to comply with RBI norms and guidelines in the coming year and the same has been proposed and passed in the meeting of Board of Directors dated May 28, 2022.

RBI GUIDELINES

The Company continues to comply with all the applicable regulations prescribed by the Reserve Bank of India ("RBI"), from time to time.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in ordinary course of its business, is exempt from complying with the provisions of section 186 of the Act with respect to loans and guarantees. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Report. However, the particulars of loans and investments are provided in the notes to Financial Statements.

Your Company has neither given the guarantee nor has provided any security during the year under review except the corporate guarantee and collateral security of Rs. 142.84 Lakhs in favour of its Subsidiary Company Advik Optoelectronics Limited for availing the bank's credit facility.

SUBSIDIARY & ASSOCIATES COMPANY

During the year, "Advik Optoelectronics Limited" continues to be the subsidiary of your Company and a new wholly owned subsidiary "Advikca Finvest Limited" has been incorporated on November 09, 2022. Apart from these two there are no other Associate or Joint Venture Company.

The Annual Report of the Subsidiary Company will be made available for inspection by the Members of the Company at the Registered Office of the Subsidiary Company and at the Registered Office of your Company between 11:00 A.M. to 1:00 P.M. on any working day.

Audited Financial Statements of the Subsidiary Companies are also available on the website of the Company at www.advikgroup.com and shall also be provided to the members of the Company upon receipt of written requests from them.

During the year, the Board of Directors reviewed the affairs of the subsidiary Company and pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts) Rules, 2014, Consolidated Financial Statements of the Company has been annexed to the Annual Report which reflects the performance and financial position of each of the subsidiary Company.

Further a statement containing salient features of the Financial Statements of the aforesaid Subsidiary Companies have been provided in Form No. AOC-1 and included in this Annual Report.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of your Company occurring between the end of the Financial Year and the date of this Report.

However, major events happened occurred between the end of the financial year to which these financial statements relate and the date of the report:

Right Issue of Fully Paid-Up Equity Shares

The Board of Directors has passed the resolution on April 11, 2023 for raising of funds by way of a rights issue for up to an aggregate amount of Rs. 50 Crore (Rupees Fifty Crore). Further, also approved by the members of the Company by passing special resolution through Postal ballot on May 18, 2023, in accordance with the Companies Act, 2013 and the rules made thereunder.

WEB ADDRESS FOR ANNUAL RETURN

The Annual Return pursuant to the provisions of Section 92 read with Rule 12 of the Companies

(Management and Administration) Rules, 2014 of your Company for the financial year under review is available at website of your Company www.advikgroup.com/ail under the "Investor Zone" section.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the year under the review, as stipulated under Regulation 34(2)(e) of SEBI (LODR) Regulations, 2015 is given under separate section of this Annual Report and forms part of the Directors' Report.

CORPORATE GOVERNANCE REPORT

The Company believes in adhering to the best corporate governance practices and its philosophy emphasizes on fair and transparent governance and disclosure practices which helps your Company to follow the path of its vision and mission. It strongly believes in developing best corporate governance policies and procedures based on principals of fair and transparent disclosures, equity, accountability and responsibility. A detailed report on Corporate Governance, in terms of Regulation 34 of the Listing Regulations is forming part of the Annual Report.

A certificate confirming compliance with requirements of Corporate Governance as enumerated under the extant provisions of Listing Regulations issued by Mr. Pankaj Kumar Gupta, Proprietor of Kumar G & Co., Company Secretaries is also annexed to the said report.

WHISTLE BLOWER POLICY AND VIGIL MECHANISM

In terms of provisions of section 177 of the Companies Act, 2013 and rules framed thereunder read with Regulation 22 of the Listing Regulations, your Company has a vigil mechanism in place for the Directors and Employees of the Company through which genuine concerns regarding various issues relating to inappropriate functioning of the organization can be communicated.

For this reason, your Board has formulated a Whistle Blower Policy and uploaded on the website of the Company at www.advikgroup.com. During the year under review, there has been no incidence reported which requires action by the Board or Committee.

BOARD OF DIRECTORS

The Board of Directors provides the blue print to the success of any organization, it plans and implements various strategies to grow not only in numbers but in value and cater to its stakeholders.

Your Company's Board consists of learned professionals and experienced individuals from different fields. As on the date of report, your Board comprises of Seven Directors, and Company Secretary. Amongst the directors, three are executive, and four are Non-Executive Independent Directors including Three Women Independent Directors on the Board.

Pursuant to change in control and management and on the recommendation of Nomination and Remuneration Committee following changes took place in the composition of Board of Directors:

S.No.

DIN Name Designation Change

Incoming Directors

1.

07864130 Mr. Madhur Bansal Whole-Time Director (CFO) Appointment (w.e.f., April 07, 2022)

2.

09553402 Mr. Om Prakash Agarwal Independent Director Appointment (w.e.f., April 07, 2022)

3.

09652245 Mrs. Swati Gupta Independent Director Appointment (w.e.f., July 07, 2022)

4.

09651038 Mr. Ashwini Kumar Whole Time Director (CFO) Appointment (w.e.f., July 01, 2022)

5.

00255413 Mr. Vikas Garg Executive Director Appointment (w.e.f., March 22, 2023)

6.

02316543 Mr. Devender Kumar Garg Independent Director Appointment (w.e.f., March 22, 2023)

7.

05357861 Mr. Karan Bagga Whole time Director cum CEO Appointment (w.e.f., April 15, 2023)

8.

10140086 Mr. Pankaj Whole time Director (Finance) Appointment (w.e.f., June 21, 2023)

Outgoing Directors

1.

07864130 Mr. Madhur Bansal Whole-Time Director (CFO) Resignation (w.e.f., June 30, 2022)

2.

09553402 Mr. Om Prakash Agarwal Independent Director Resignation (w.e.f., July 06, 2022)

3.

00531255 Mr. Virender Kumar Agarwal Managing Director Resignation (w.e.f., March 22, 2023)

4.

03590891 Mr. Shakul Kumar Agarwal Whole-Time Director Resignation (w.e.f., March 22, 2023)

5.

00531344 Mrs. Manju Agarwal Non-Executive Director Resignation (w.e.f., March 22, 2023)

During the financial year under review, Mr. Madhur Bansal was appointed as Whole-Time Director and

Chief Financial Officer w.e.f. April 07, 2022 and then resigned on June 30, 2022, subsequently, Mr. Ashwini Kumar has been appointed on the same designation. w.e.f. July 01, 2022.

Further, Mr. Om Prakash Agarwal was appointed as Independent Director w.e.f. April 07, 2022 and resigned on July 06, 2022 subsequently Mrs. Swati Gupta was appointed as Independent Director on July 07, 2022.

During the year under review, Mr. Virender Kumar Agarwal, Mrs. Manju Agarwal and Mr. Shakul Kumar Agarwal has resigned from their directorship on March 22, 2023 and Mr. Vikas Garg, Mr. Devender Kumar Garg and Mr. Karan Bagga has been appointed as Director-Promoter, Independent Director and Additional Director respectively. Further Mr. Karan Bagga was appointed as Whole-Time Director cum CEO w.e.f. April 15, 2023.

The latest composition of Directors as on the date of report is set out in the table below:

Name of Directors

Designation
Mr. Vikas Garg Executive Director
Mr. Karan Bagga Whole-Time Director cum CEO
Mr. Pankaj Whole-Time Director cum CFO
Mr. Devender Kumar Garg Independent Director
Mrs. Gunjan Jha Independent Director
Mrs. Sony Kumari Independent Director
Mrs. Swati Gupta Independent Director

Declarations by Independent Directors

All the Independent Directors have given a declaration under section 149(7) of the Act confirming that they fulfil the criteria of independence as provided under section 149(6) of the Act [including compliance of Rule 5 and 6 of Companies (Appointment and Qualification of Directors) Rules, 2014] and regulations 16(1)(b) & 25 of Listing Regulations and have also complied with the Code for Independent Directors as prescribed in Schedule IV of the Act.

All the Independent Directors of the Company have registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar (‘IICA"). In terms of section 150 of the Act read with rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, the Independent Directors are required to undertake online proficiency self-assessment test conducted by the IICA within a period of two(2) year from the date of inclusion of their names in the data bank. The Independent Directors, whosoever is required, shall undertake the said proficiency test.

In the opinion of the Board all Independent Directors possess strong sense of integrity and having requisite experience (including proficiency), qualification, skills and expertise as well as independent of the management.

There has been no change in the circumstances which may affect their status as Independent Director during the financial year under review.

None of the Directors disqualifies for appointment under Section 164 of the Companies Act, 2013.

Appointment and Resignation of Key Managerial Personnel

The Board of your Company consisted of the following Key Managerial Personnel (KMP'S) during the reporting year and thereafter up-to the date of Board Report

1. Company Secretary : Ms. Deepika Mishra
2. Whole-Time Director cum Chief Executive Officer : Mr. Karan Bagga
3. Whole-Time Director cum Chief Financial Officer : Mr. Pankaj

*During the financial year under review, Mr. Rishab Kumar Agarwal resigned from the office of Whole-Time Director and Chief Financial Officer (CFO) of the Company with effect from April 07, 2022 and subsequently Mr. Madhur Bansal was appointed as the Whole-Time Director and CFO of the company who later resigned on June 30, 2022.

Thereafter Mr. Ashwini Kumar has appointed on the designation of Whole-Time Director and CFO w.e.f. July 01, 2022 and after the closure of financial year 2022-23, he also resigned with effect from July 01, 2023. Subsequently, Mr. Pankaj, who was already holding the designation of Director (Finance) cum Whole-Time Director, was appointed as Chief Financial Officer of the Company on the same date.

*Further, during the year, Ms. Rashika Gupta resigned from the office of Company Secretary and Compliance Officer w.e.f. January 07, 2023 and thereafter Ms. Deepika Mishra was appointed as the Company Secretary and Compliance officer on January12, 2023.

During the year, under review, Mr. Virender Kumar Agarwal resigned from the office of Managing Director (MD) of the Company and Mr. Shakul Kumar Agarwal resigned from the office of Whole-Time Director w.e.f., March 22, 2023 due to the change in Management and Control via SPA dated May 18, 2022.

*Subsequently, Mr. Vikas Garg was appointed as Executive Director (Promoter) w.e.f., March 22, 2023.Thereafter, post closure of the financial year Mr. Karan Bagga was appointed as Whole-Time Director Cum CEO w.e.f., April 15, 2023.

As per the requirement under the provisions of section 203 of the Act, the following are the Key Managerial Personnel (‘KMP') of the Company as on the date of this report:

Name

Designation
Mr. Karan Bagga Whole-Time Director & CEO
Mr. Pankaj Whole-Time Director & CFO
Ms. Deepika Mishra Company Secretary & Compliance Officer

There has been no change other than above in the Directors and the Key Managerial Personnel during the financial year 2022-23.

PERFORMANCE EVALUATION OF THE BOARD

In line with the statutory requirements enshrined under the Companies Act, 2013 and the Listing Regulations, the Board carried out a performance evaluation of itself, its Committees, the Chairman and each of the other Directors. The performance evaluation was carried out on the basis of framework approved by the Nomination and Remuneration Committee. The Committee had unanimously consented for an ‘in-house' review built on suggestive parameters. Based on the suggestive parameters approved by the Nomination and Remuneration Committee, the following evaluations were carried out:

Review of performance of the non- independent Directors and Board as a whole by Independent Directors.

Review of the performance of the Chairperson by the Independent Directors.

Review of Board as a whole by all the Members of the Board.

Review of all Board Committees by all the Members of the Board.

Review of Individual Directors by rest of the Board Members except the Director being evaluated.

Results of all such above referred evaluations were found satisfactory.

AUDITORS

a) STATUTORYAUDITORS & AUDIT REPORT

In terms of the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s Garg Anil & Co., Chartered Accountants (Firm Registration No. 6308N), was appointed as the Auditors of your Company for the period of 5 years commencing from Financial Year 2018-19 to hold office till the conclusion of 38th AGM of your Company to be held in the year 2023.

During the financial year under review, M/s Garg Anil & Co., Chartered Accountants have tendered their resignation vide their resignation letter dated August 6, 2022 from the position of Statutory Auditors of the Company resulting into a casual vacancy in the office of Statutory Auditors of the Company as envisaged by Section 139(8) of the Companies Act, 2013.

Therefore, subject to members approval, the Board of director of your company has appointed M/s. KSMC & Associates, Chartered Accountants, (Firm Registration No: 003565N) as the Statutory Auditors of the Company to fill the casual vacancy caused by the resignation of M/s Garg Anil & Co. Chartered Accountants (Firm Registration No. 6308N) to hold office till the conclusion of 37th Annual General Meeting and for a period of 5 consecutive years from the conclusion of the 37th Annual General Meeting till the conclusion of 42nd Annual General Meeting which ought to be held in the year 2027.

The appointment of M/s. KSMC & Associates, Chartered Accountants, (Firm Registration No: 003565N) as the Statutory Auditors has been approved by way of passing an Ordinary Resolution in the 37th Annual General Meeting.

Further, there are no qualifications, reservations, or adverse remarks in the Report issued by M/s. KSMC & Associates, Chartered Accountants, Statutory Auditors, for the year under review. Remarks made in the Report are self- explanatory and do not call for any further comments from your directors.

b) SECRETARIALAUDIT

Pursuant to Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has obtained the Secretarial Audit Report for the financial year ended on 31st March, 2023 from M/s. Kumar G & Co., Company Secretaries and the same forms part of the Annual Report. The Secretarial Audit Report does contain some qualifications, reservations or adverse remarks.

c) COST AUDIT

Since the Company is engaged in the business of Non-Banking Financial Company, therefore the provisions of Section 148 of the Companies Act, 2013 regarding maintenance of Cost Records and Cost Audit is not applicable to the Company as required to be disclosed under Clause (ix) of sub-rule 5 of Rule 8 of the Companies (Accounts) Rules, 2014.

d) INTERNAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Board is responsible for establishing and maintaining adequate internal financial control as per Section 134 of the Act. Your Company's internal control systems and processes commensurate with scale of operations of the Business.

Periodical reviews are carried out by the Internal Auditors and are subject to assessment and trial to provide reasonable assurance as to reliable information & compliance. The Internal Audit Report submitted by the Internal Auditor, Mr. Ashwini Kumar, for the year under review is apprised by the Audit Committee and noted by the Board.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is been annexed to this report as ‘Annexure A'.

None of the employees of the Company are being paid remuneration exceeding the prescribed limit under the said provisions and rules.

Further, particulars of employees pursuant to Rule 5(2) & 5(3) of the above Rules form part of this report.

However, in terms of provisions of section 136 of the said Act, the Annual Report is being sent to all the members of the Company and others entitled thereto, excluding the said particulars of employees. Any member interested in obtaining such particulars may write to the Company Secretary at E-mail : advikcapital@gmail.com.

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.

MEETINGS

A) BOARD MEETINGS

The Board meets at least once a quarter to review the quarterly results and other items of the Agenda. During the financial year ended on March 31, 2023, Eight (8) Board Meetings were held and the gap between the two consecutive meetings was within the statutory limit. Details of the Board meetings are given in the Corporate Governance Report annexed herewith for the financial year ended March 31, 2023.

B) DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

I. AUDIT COMMITTEE

The Company has constituted a well-qualified and Independent Audit Committee as required under Section 177 of the Companies Act, 2013 as also in fulfillment of the requirements of Regulations 18 of the SEBI (LODR) Regulations, 2015. The primary objective of the Audit Committee is to monitor and provide effective supervision of the management's financial reporting process with a view to ensure accurate, timely and proper disclosure and transparency, integrity and quality of financial reporting.

The Audit Committee met Five (5) times during the financial year. The details of meetings with attendance thereof and terms of reference of Audit Committee have been provided in the Corporate Governance Report which forms part of this Report.

II. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The composition of the Stakeholders Relationship Committee is in compliance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the SEBI (LODR) Regulations, 2015.

The Stakeholders' Relationship Committee met one (1) time during the financial year. The details about the composition of the said committee of the Board of Directors along with attendance thereof have been provided in the Corporate Governance Report which forms part of this Report.

III. NOMINATION & REMUNERATION COMMITTEE

In terms of section 178 of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 19 of the Listing Regulations, your Company has in place duly constituted Nomination and Remuneration Committee of the Board of Directors. The details of the composition of the committee along with other details are available in the Corporate Governance Report which forms part of this Report.

NOMINATION AND REMUNERATION POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013 and as per the Listing regulations, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for

Directors, Key Managerial Personnel and other employees which is also available on the Company's website at www.advikgroup.com

INVESTOR RELATIONS

Your Company has been continuously interacting and endeavors to further improve its engagement with investors/analysts by participating either in-person meetings or through use of technology i.e. telephone meetings.

CORPORATE SOCIAL RESPONSIBILITY

Provisions of Section 135 of the Companies Act, 2013, read with applicable Rules, not applicable during the year under review.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

DISCLOSURE REGARDING INTERNAL COMPLAINTS COMMITTEE

The Company has zero tolerance for sexual harassment at workplace and has formulated a policy on Prevention, Prohibition and Redressal of Sexual Harassment at the workplace, in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

The said policy is also uploaded on the website of the Company at www.advikgroup.com. During the year under review, no compliant was received in this regard.

All the employees of the Company as a part of induction were/are sensitized about the provisions of the said Act. The Company believes in providing safe working place for the Women in the Company and adequate protection are given for them to carry out their duties without fear or favour.

RISK MANAGEMENT

The Board of Directors developed and implemented an appropriate risk management policy which is entrusted with the responsibility to assist the Board in overseeing and approving the Company's enterprise-wide risk management framework and overseeing 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.

Internal financial control system and timely review of external, operational and other risks enables the Board of your company towards identification and mitigation of the risks. The Company's approach to mitigate business risks is through periodic review and reporting mechanism to the Audit Committee and the Board and thereby maximizing returns and minimizing risks

SIGNIFICANT & MATERIAL ORDERS PASSED BY REGULATORS/COURTS, IF ANY

There are no significant or material orders passed by the regulators, courts or tribunals having an impact on the future operations of the Company or its going concern status.

Though a necessary application has been made to seek RBI approval for the change in control and management of the company pursuant to the Share Purchase Agreement dated May 18, 2022, final order has been received on January 16, 2023.

RELATED PARTY TRANSACTIONS

All related party transactions during the year under review were on arm's length basis, in the ordinary course of business and in compliance with the Policy on Related Party Transactions of the Company. During the year, the Company has not entered into any contracts/arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The provisions of Section 188 of the Companies Act, 2013 and/or Regulation 23 of the SEBI (LODR) Regulations, 2015 were duly complied. The Related Party Transactions are placed before the Audit Committee and the Board for their approval on quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.advikgroup.com/ail The disclosure on Related Party Transactions is made in the Notes to Financial Statement of the Company.

COMPLIANCE OF SECRETARIAL STANDARDS

During the year under review the Company has complied with all applicable Secretarial Standards issued by Institute of Company Secretaries of India.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (C) read with Section 134(5) of the Act, the Directors, to the best of their knowledge and ability, hereby confirm that:

i. in the preparation of the annual accounts, the applicable accounting standards had been followed with proper explanation relating to material departures;

ii. they have selected such accounting policies in consultation with Statutory Auditors 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 March 31, 2023 and of the profit and loss of the company for the Financial Year;

iii. they have taken proper and sufficient care, to the best of their knowledge and ability, 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 frauds and other irregularities;

iv. The annual accounts of the Company have been prepared 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;

vi. They had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

DETAILS OF APPLICATION MADE OR PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, there were no application made or proceedings pending in the name of the company under the Insolvency Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS

Company is engaged in the business of non-banking finance company and haven't availed any loan; hence, this clause is not applicable.

ACKNOWLEDGEMENT

Your directors acknowledge the efforts of its employees, at all levels, for their continued hardwork, dedication and commitment towards the growth of the Company.

The Directors also places on record continued support of its investors, clients, vendors, bankers and financial institutions during the year under review and look forward for the same in the years to come.

The Company also expresses its sincere gratitude to the Stock Exchanges, Regulatory Authorities and all the government agencies for the continued support extended during the year 2022-23.

For and on behalf of the Board of Directors
Advik Capital Limited
Pankaj Karan Bagga
CFO cum Whole-Time Director CEO cum Whole-Time Director
(DIN : 10140086) (DIN : 05357861)
Place : New Delhi
Dated : August 2, 2023