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DIRECTOR'S REPORT

Advent Computer Services Ltd.

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Market Cap. (₹) 1.27 Cr. P/BV 0.09 Book Value (₹) 8.93
52 Week High/Low (₹) 3/1 FV/ML 10/1 P/E(X) 0.00
Bookclosure 22/09/2018 EPS (₹) 0.00 Div Yield (%) 0.00
Year End :2015-03 
Dear Members,

The directors are pleased to present the 30th Annual Report and the Audited Accounts for the financial year ended 31st March, 2015.

FINANCIAL RESULTS:

                                    CURRENT YEAR        PREVIOUS YEAR

                                        2015                  2014

                                    (Rs. In Lacs)       (Rs. In Lacs)

Sales & Services                        31.33                25.96

Other Income                             0.00                 0.00

Total Income                            31.33                25.96

Total Expenditure                       30.86                25.64

Profit / (Loss) for the period           0.47                 0.32

Provision For Tax                        0.09                  -

Balance Carried Forward                  0.38                 0.32
OPERATIONS:

During the year under review, the Company has recorded the higher total income of Rs. 31.33 lacs as compared to Rs. 25.96 lacs for the previous year and Net Profits after tax of Rs. 0.38 lacs for the year as compared to the profits of Rs. 0.32 lacs in the previous year.

The year under review had been very difficult on account of adverse business situation in the field of information & technology. The Management expects improvement in the business situation in the current year 2015-16 and is taking necessary steps within its power to explore all the possibilities, subject to ability to raise the funds.

DVIDEND

In order to plough back the entire profit into business, your Directors do not recommend any dividend for the year under review.

MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year 2014-15, the Company held 4 board meetings of the Board of Directors as per Section 173 of Companies Act, 2013 which is summarized below. The provisions of Companies Act, 2013 and listing agreement were adhered to while considering the time gap between two meetings.

S. No.    Date of Meeting     Board Strength          No. of Directors
                                                          Present

 1        29th May 2014             4                         4

 2        14th Aug 2014             4                         4

 3        13th Nov 2014             4                         4

 4        12th Feb 2015             4                         4
DECLARATION BY INDEPENDENT DIRECTORS

Declaration by the Independent Directors has been received as per the provisions of Sec 149 (6) of the Companies Act, 2013 and taken on record by the Board.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

* Mr. Suvash Biswas resigned from the Board of Directors of the Company w.e.f. 29th May, 2014.

* Mr. Rohit Taparia was appointed as Company Secretary & Compliance Officer w.e.f. 13th November, 2014 & he resigned on 31st May, 2015. Miss. Noshin Thanawala was appointed as Company Secretary & Compliance Officer w.e.f. 1st June, 2015, in place of Mr. Rohit Taparia.

* Mr. K.S. Govindarajan was appointed as Chief Financial Officer (C.F.O.) of the Company w.e.f. 28th May, 2015.

STATUTORY AUDITORS

M/s. Vivekanandan Associates, Chartered Accountants, Chennai, [Firm Registration No. 05268S] the Statutory Auditors of the Company, were appointed by the Shareholders at their meeting held on 27th September, 2014 for a period of 5 years i.e. upto conclusion of 33rd Annual General Meeting subject to ratification by Shareholders at every Annual General Meeting as per the provisions of the Companies Act, 2013 ('Act'). Pursuant to the Act, Members are requested to consider ratification of their appointment and authorised the Board of Directors including Audit Committee thereof to fix their remuneration for the Financial Year 2015-16. In this regard, the Company has received a Certificate from the Auditors to the effect that their appointment as Auditors continues to be in accordance with the provisions of the Act.

SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013, Ms. Nivya Mandawat, Practicing Company Secretary, was appointed in the Board Meeting held on 28th May, 2015 to perform Secretarial Audit for the year 2014-2015. The Secretarial Audit Report is annexed in this Annual Report (Annexure II).

OBSERVATION OF SECRETARIAL AUDITOR

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report with regard to non publication, late filings of form, non appointment of Internal Auditor & non conduct of meeting were mainly due to ambiguity and uncertainty of the applicability of the same for the relevant period. However, the company would ensure in future that all the provisions are complied to the fullest extent.

EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information. (Annexure - I)

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement is hereby confirmed that:

1) That in the preparation of the accounts for the financial year ended 31st March, 2015; the applicable accounting standards have been followed along with proper explanation relating to material departures.

2) 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 year and of the profit of the Company for the year under review.

3) That the Directors 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.

4) That the Directors have prepared the accounts for the year ended 31st March, 2015, on a going concern basis.

5) Had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

6) Had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

During the year 2014-15, the company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

RELATED PARTY TRANSACTIONS

As per Section 188 of the Companies Act, 2013, there were no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. However, the details of the transactions with related parties are given in the financial statements.

DEPOSITS

During the year under review, the Company has not accepted any fixed deposits from the public.

PERSONNEL

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the reports and accounts are being sent to the members and others entitled thereto, excluding the information on employees' particulars which is available for inspection by the members at the Registered office of the company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in advance.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION ANALYSIS

A separate report on the Corporate Governance and Management Discussion Analysis for the year under review, as stipulated in Clause-49 of the Listing Agreement with the Stock Exchanges, has been attached as part of this annual report.

ACKNOWLEDGEMENT

Your Directors would like to take this opportunity to express sincere gratitude for the assistance and co-operation from the employees, Bankers, Customers, Vendors and Shareholders during the year under review.

INFORMATION AS REQUIRED UNDER DISCLOSURES AS PER RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014

A. CONSERVATION OF ENERGY

The activities of the Company require minimal consumption of energy and every effort has been made to ensure the optimal use of energy. All possible measures have been taken to conserve energy.

B. TECHNICAL ABSORPTION

The Company has developed expertise for technology required for its business and the same has been fully absorbed.

C. DETAILS OF POWER AND FUEL CONSUMPTION

Not applicable due to nature of business

D. FOREIGN EXCHANGE EARNINGS AND OUTGO

Foreign Exchange earnings: NIL

Foreign Exchange outgo:            NIL
Place: Chennai For and on behalf of the Board of Directors Date: 13th August 2015

                                                         MICHAEL ARUL
                                         Chairman & Managing Director

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