To, To the Members of AVANCE TECHNOLOGIES LIMITED
The Directors are pleased to present their 28th Annual Report on the
operations of the Company, together with the Audited Annual Accounts
for the financial year ended 31st March, 2012. A gist of the financial
performance of the Company for the financial year 2011- 12 is provided
- Financial Performance and Operational Review:
The financial performance of the Company, for the year ended 31st
March, 2012 and corresponding previous year is summarized below:
For the year ended For the year ended
Particulars 31st March, 2012 31st March, 2011
Total Income 1,659,948,384 1,840,239,793
Total Expenditure 1,671,486,969 1,839,177,077
Profit/(Loss) before Tax (11,538,585) 1,062,716
Less: Provision for Tax (160,925) (604,196)
Profit/(Loss) after Tax (11,377,660) 458,520
Earnings per share
Basic (0.12) 0.00
Diluted (0.12) 0.00
The year 2011- 12 has been a challenging year for the Company''s
operations as it witnessed a pressure on its margins on account of a
slight decline in its overall revenues. However at the same time, the
Company succeeded in its efforts of achieving a reduction in the
overall expenditure incurred by it to the tune of Rs. 167,690,108 i.e.
about 9% as compared to the preceeding financial year. Further this
tough business scenario has encouraged the Company to undertake a SWOT
analysis of its operations and thus process of reviewing of the systems
and processes across various departments has been initiated with a view
to identify possible areas of lacunas so that the necessary measures
can be undertaken to fill the same.
Your Directors are optimistic that with the melting down of
recessionary turmoil and with collective efforts of all the
stakeholders, the Company would emerge as a strong player in the years
- Future Outlook:
Your Company currently operates in Mobile Value Added Services (MVAS).
However there is an increasing reliance upon the use of mobiles devices
in the delivery of value added services by the Private as well as the
Most recently even the Government has begun using the mobile devices to
make the public information and government services available anytime
and anywhere by bringing in personalized, localized and context aware
services close to citizens and officials through the medium of
e-governance and m- governance.
In order to leverage the opportunities offered by the E- Governance and
M- Governance Space, your Company wishes to embark in these fields in
the years to come.
After taking into consideration the financial Results of the Company
for the Financial Year 2011-12, and with an intention to build up the
net worth for future expansion and growth plans, your Directors are of
the opinion, that no dividend be recommended for the year under review.
- Change in the Registered Office of the Company:
The Registered Office of the Company has been shifted with effect from
14th May, 2012 from #505, Midas Chambers, Off. Link Road, Andheri-
West, Mumbai- 400053 to Off. No. 209, 2nd Floor, Kapadia Chambers, 599,
J.S.S. Road, Marine Lines- East, Mumbai- 400 002.
The said change of new office was intimated to all the statutory
authorities and thus all the shareholders are requested to take a note
that all the communication with the Company be undertaken on the
aforesaid new address.
- Internal Control Systems and their Adequacy:
The Company has a proper and adequate system of controls in order to
ensure that all assets are safeguarded against loss from un-authorized
use or disposal. Further all transactions are properly checked,
verified, recorded and reported correctly.
Also Regular Internal Audit Checks are carried out to ensure that the
responsibilities are executed effectively and that proper and adequate
systems are in place.
The securities of the Company are listed at the Bombay Stock Exchange
(BSE) Limited, Mumbai.
In accordance with the provisions of section 257 the Companies Act,
1956, Mr. Bimal Kamdar and Mr. Randhir Marwa, Directors of your Company
retire by rotation at the forthcoming Annual General Meeting and being
eligible, offer themselves for re-appointment.
The Board wishes to place on record their appreciation for the services
rendered by them as the Directors of the Company.
Necessary resolutions with regard to the above are being placed before
the Shareholders for their approval.
None of the Directors, except Mr. Bimal Kamdar & Mr. Randhir Marwa are
interested or concerned in the said resolutions.
M/s. Ramesh Batham & Co., Chartered Accountants, Statutory Auditors of
the Company had been appointed to hold office until the conclusion of
the ensuing Annual General Meeting; however they are also eligible for
re- appointment and their willingness for re- appointment have been
intimated to the Company well in advance. Further they have also
confirmed that they are not disqualified for re- appointment within the
meaning of Section 226 of the Companies Act, 1956 and their
appointment, if made would be within the limits specified in Section
224(1B) of the said Act.
- Auditors Report:
The observations and comments furnished by the Auditors in their report
read together with the notes to Accounts are self- explanatory and
hence do not call for any further comments under Section 217 of the
Companies Act, 1956.
- Director''s Responsibility Statement:
Pursuant to the requirements under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
i. In the preparation of the Accounts for the financial year ended
31st March, 2012 the applicable accounting standards have been followed
along with proper explanation relating to material departures;
ii. The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2012 and of the profit or loss of the
Company for the year ended 31st March, 2012;
iii. The Directors have 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
iv. The Directors have prepared the Annual Accounts of the Company on
a ''going concern'' basis.
- Cash Flow Statement:
A Cash Flow Statement for the year ended 31st March, 2012 forms part of
the Annual Audited Accounts of the Company.
- Corporate Governance:
Your Company has strived for exemplary governance standards since
inception and continues to lay a strong emphasis on transparency,
accountability and integrity.
Further the Company also conforms to the norms of Corporate Governance
as envisaged in the Companies Act, 1956 and the Listing Agreement
entered with the Bombay Stock Exchange (BSE) Limited.
Pursuant to Clause 49 of the Listing Agreement, a report on the
Corporate Governance and the Auditors Certificate on Corporate
Governance are annexed to this report.
- Management Discussion and Analysis Report:
In accordance with the Listing Agreement, the Management Discussion and
Analysis Report is presented in the separate section forming part of
the Annual Report.
- Particulars of Employees:
The relations of the Employees have continued to be harmonious during
The Company''s Performance Management System is bench-marked with
prevailing best practices and seeks to continuously enhance
competitiveness and skills of its employees.
Furthermore, no employees of the Company falls into the ambit of
drawing a remuneration of more than Rs. 24,00,000 per annum or Rs.
2,00,000 per month for any part of the year, hence no particulars have
been furnished as required under Section 217(2A) of the Companies Act,
1956 read with the Companies (Particular of Employees) Rules, 1975.
- Other Corporate Information:
With Reference to the Winding up petition filed with the High Court, we
would like to inform you that the Hon''ble High Court has accepted our
application for setting aside the ex-parte order as passed by it and
thus an order to this effect has been received by the Company on 20th
Further the Hon''ble High Court posted the Company Petition for final
hearing on 28th July, 2011 which was further adjourned to 4th August,
2011 and thus the Dispute still stands pending in the Court of Law.
- Public Deposits:
The Company has not accepted any public deposits during the year under
- Audit Committee:
Your Company has an Audit Committee duly constituted as per the
provisions of Section 292A of the Companies Act, 1956 and Clause 49 of
the Listing Agreement and the said Committee has also complied with all
the Legal and Statutory requirements.
- Energy Conservation, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The information required under Companies (Disclosure of particulars in
the Report of the Board of Directors) Rules, 1988 with respect to
Conservation of Energy and Technology Absorption is not given as the
Company does not fall under the category as mentioned above.
Your Directors take this opportunity to offer their sincere thanks to
various departments of the Central and State Governments, Banks,
Your Directors also express their deep appreciation for the devoted and
sincere services rendered by workers, staff and executives at all
levels during the year and we are confident that your Company will
continue to receive such co- operation from them in future also.
For and on behalf of the Board of Directors
Date : 1st September, 2012