Your Directors are pleased to present their Twenty Six Annual Report and the AuditedStatement of Accounts for the year ended 31st March 2015.
1. Financial Results:
(Amount in INR)
|Particulars ||FY 2014-15 ||FY 2013-14 |
|Revenue from operations ||0.00 ||0.00 |
|Other Income ||0.00 ||0.00 |
|Total expenses ||(3482854.00) ||(462858.00) |
|Profit/(Loss) before tax ||(3482854.00) ||(462858.00) |
The operations of the Company during the year under review remained passive. TheCompany has no operative income during the year and has incurred loss of Rs. 3482854/-
Due to losses the director do not propose any dividend for the financial year.
4. Issue of Shares:
During the year under review the Company had applied for reduction of share capital.The Kerala High Court had passed the order for reduction of capital on 23rdJuly 2014. Pursuant to the capital reduction order passed by Kerala High Court thecapital of the Company was reduced from Rs.37743000/- to Rs. 1887150/-.
During the year under review your Company has successfully allotted 14650000 (OneCrore Forty Six Lacs Fifty Thousand) equity shares of Rs. 10/- each through PreferentialAllotment and raised an amount of Rs. 146500000/- Cr. (Rupees Fourteen Crore Sixty FiveLakhs Only)
The proceeds received through the preferential issue were utilised for the purpose forwhich it was raised. Consequent to the above allotment the paid up value of equity sharecapital of the Company stands increased from Rs. 1887150 Cr. to Rs. 148387150 Cr.
5. Risk Management Policy:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. TheCompany's internal control systems are commensurate with the nature of its business andthe size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors.
6. Internal Financial Controls with reference to Financial Statements:
The Company has in place adequate internal control with reference to financialstatements. The Board has adopted the policy and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policiessafeguarding of its assets the prevention and detection of errors and fraud the accuracyand completeness of the accounting records.
7. Directors' Responsibility Statement:
Pursuant to Section 134(3)(c) of the Companies Act 2013 your directors confirm that:
a) in the preparation of the annual accounts for the year ended March 31 2015 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;
b) such accounting policies have been selected and applied consistently and judgmentand estimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2015 and of the loss of theCompany for the year ended on that date;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual financial statements have been prepared on a going concern basis;
e) proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively.
f) systems to ensure compliance with the provisions of all the laws were in place wereadequate and operating effectively
8. Directors and Key Managerial Personnel:
During the year under review the changes that occurred in the composition of the Boardare as follows:
a) In accordance with the provision of Sec 149 & Sec 161 of the Companies Act2013 Mr. Rikenkumar Vira (DIN: 06713042) was appointed as an Additional Director w.e.f. 5thSeptember 2014 and will hold office until the conclusion of the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment
b) In accordance with the provision of Sec 149(10) & (11) and other applicableprovisions if any of the Companies Act 2013 Mr. Neerav Shah (DIN: 07090395) wasappointed as an additional Director w.e.f. 22nd April 2015 and will holdoffice until the conclusion of the ensuing Annual General Meeting. Your Directors proposehim for appointment in terms of the said regulations for a term of five years.
c) Mr. Bhadresh Mehta (Din: 01206174) Mr. Parth Mehta (Din: 01802821) were appointedas an Additional Director w.e.f. 14th February 2015 and resigned from theBoard on 10th August 2015.
d) Ms. Heena Mehta (Din: 00655763) has been appointed as an Additional Women Directorw.e.f. 31st March 2015 and resigned from the Board on 10th August2015.
e) Mr. Anup S Mundhra (DIN- 0637933) Mr. Jignesh J Dave (DIN- 06379141) Mr. NirmalKumar Tiwari (DIN- 05233717) Mr. Vikram K Sakaria (DIN-05236323) resigned from the Boardon 10th August 2015.
f) In accordance with the provision of Sec 149(10) & (11) and other applicableprovisions if any of the Companies Act 2013 Mr. Ankit Karani (DIN: 07271899) & Mr.Hiren Pasad (DIN 07106085) were appointed as an additional Director w.e.f. 10th August2015 and will hold office until the conclusion of the ensuing Annual General Meeting. YourDirectors propose both of them for appointment in terms of the said regulations for a termof five years.
The following changes took place in the key managerial persons:
a) Ms. Omesh Bohra has been appointed as Company Secretary & Key Managerial Personunder the provision of Sec 203 of the Companies Act 2013 w.e.f. 8th April2015.
b) Ms. Sulakshana Sachin Pawar has been appointed as Chief Finance Officer (CFO) of theCompany w.e.f. 24th June 2015.
c) Mr. Nirmal K Tiwari resigned from the post of Managing Director on 10thAugust 2015.
d) Mr. Abhishek Jain has been appointed as Managing Director of the Company w.e.f 10thAugust 2015
None of the Directors are disqualified for being appointed as the Director of theCompany in terms of Section 164 of the Companies Act 2013. The Company has receiveddeclarations from Independent Directors of the Company stating that they have meetcriteria of independence as mentioned under Section 149(6) of the Companies Act 2013.
Performance Evaluation of the Board Committees and Director
Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an evaluation of its own performance performance ofIndividual Directors and the working of its Committees.
The Director made a self-assessment of their effectiveness in terms of attendancecontribution at Meetings and guidance/support extended to the Management outside Board/Committee Meetings. The feedback received from the Directors was discussed and reviewed bythe Independent Directors and also shared with Nomination and Remuneration Committee.
Number of Meetings of the Board:
A calendar of meeting is prepared and circulated in advance.
During the year under review nine meeting of the board of Directors were conveyed. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenany two meetings was within the period prescribed by the Companies Act 2013.
Committee of the Board:
The details of the Board committees are available in the report on corporate governancethat forms part of this Annual Report.
9. Details of establishment of vigil mechanism for director and employees:
The Company had adopted a Whistle Blower Policy ("the Policy") as requiredunder Section 177(9) of the Companies Act 2013 and Clause 49 of the Listing Agreement.The Policy has been formulated with a view to provide a mechanism for directors andemployees of the Company to approach the Ethics Counsellor/Chairman of the Audit Committeeof the Company in case of any concern. The Whistle Blower Policy may be accessed on theCompany's website at the link: www.artechpower.com
10. Contracts and Arrangements with Related Parties:
During the year under review the Company has not entered into any contract/arrangement/transaction with related parties. The Policy on materiality of related party transactionsand dealing with related party transactions as approved by the Board may be accessed onthe Company's website at the link: www.artechpower.com
11. Particulars of Loans given Investments made Guarantees given and Securitiesprovided:
There were no loans guarantees and investments made by the company under Section 186of the Companies Act 2013 during the year under review.
12. Particulars of Employees:
During the year under review there are no employees who comes within the purview ofSection 134 (3)(q) of the Companies Act 2013 read with Rule 5(2) & 5(3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
13. Statutory Auditor:
M/s Vishvesh A. Shah & Co. were appointed as Statutory Auditors of the Company tohold office from the conclusion of the 25th Annual general meeting (AGM) untilthe conclusion of AGM to be held in the year 2018 subject to ratification at every AGM.
The retiring auditors have furnished their eligibility certificate u/s 139 of theCompanies Act 2013 and rules famed thereunder. The Auditors' Report does not contain anyqualification reservation or adverse remark.
14. Secretarial Auditor:
M/s. Mihen Halani & Associates the Practicing Company Secretaries were appointedas Secretarial Auditor to undertake Secretarial Audit of the Company for the year 2014-15.Their Secretarial Audit Report in prescribed From No. MR-3 is annexed herewith asAnnexure "A" to this report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
15. Conservation of Energy Technology Absorption Foreign Exchange Earnings &Outgo:
The information as required under Section 134(3)(m) of the Companies Act2013 withrespect to conservation of energy technology absorption and foreign exchange earnings andoutgo is not applicable for the year under review as the Company was closed down and therewere no production activities.
16. Extract of Annual Return:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure B" to this report.
17. Corporate Governance:
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The report on CorporateGovernance as stipulated under the Listing Agreement forms an integral part of this Reportand is annexed herewith as Annexure "C" to this report. The requisitecertificate from the Auditors of the Company confirming compliance with the conditions ofcorporate governance to the report on Corporate Governance.
18. Management Discussion and Analysis Report:
In compliance with the requirements of listing agreement a detailed ManagementDiscussion & Analysis Report is annexed herewith as Annexure "D" to thisreport.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a. Details relating to deposits covered under V of the Companies Act 2013.
b. Issue of equity shares with differential right as to dividend voting or otherwise.
c. Issue of Shares (Including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
d. Neither the Managing Director nor the Whole-time Director of the Company receive anyremuneration or commission.
e. No significant or material order were passed by the regulators or courts ortribunals which impact the going concern status and the Company's operation in future.
f. There were no cases filed pursuant to the Sexual Harassment of Women at WorkplacePrevention Prohibition and Redressal) Act 2013.
g. The provision of Corporate Social Responsibility are not applicable to the Company.
h. Change of Registered Office:
The Company has shifted its registered office within the local limits of the citythrough circular resolution from Anitha Second Floor S A Road Elamkulam CochinKerala-682020 to 53/333E Top Floor Arden IVY Court Opp. Reliance Fresh off. S. C. BoseRoad Vyttila P.O. Cochin Ernakulum Kerala 682 019 with effect from 7thAugust 2015.
Further the company has obtained members approval through postal ballot for shiftingregistered office from the state of Kerala to state of Maharashtra.
i. Change in the Object of Company:
The company has obtained members approval through postal ballot for insertion of newobjects in the memorandum of association of the Company.
j. Change in name of the Company:
The name of the Company has been changed from Artech Power Products Limited to ArtechPower & Trading Limited with effect from August 10 2015 pursuant to approval receivedfrom the Registrar of Companies Kerala and issue of fresh certificate of incorporationupon change of the name.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the customers vendors and members during the year underreview. Your directors also wish to place on record their deep sense of appreciation forthe committed services by the Company's executives staff and workers.
For ARTECH POWER & TRADING LIMITED
(Formerly Known as Artech Power Products Limited)
Date: August 14 2015
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st March 2015 [Pursuant to section 204(1) ofthe Companies Act 2013 and rule No.9 of the Companies Appointment and RemunerationPersonnel)Rules 2014]
Artech Power & Trading Limited
(Formerly known as Artech Power Products Limited)
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Artech Power & TradingLimited(Formerly known as Artech Power Products Limited) (hereinafter called the company).Secretarial Audit was conducted in a manner that provided me a reasonable basis forevaluating the corporate conducts/statutory compliances and expressing my opinion thereon.
Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on31st March 2015 compliedwith the statutory provisions listed hereunder and also that the Company has proper Boardprocesses and compliance-mechanism in place to the extent in the manner and subject tothe reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 according to the provisions of:
i. The Companies Act 2013 (the Act) and the rules made thereunder;
ii. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;
iii. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
iv. Foreign Exchange Management Act 1999 and the rules and regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
v. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;
d. The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;(Not applicable to the Company during theAudit Period)
e. The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008;(Not applicable to the Company during the Audit Period)
f. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
g. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; (Not applicable to the Company during the Audit Period)and
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;(Not applicable to the Company during the Audit Period)
vi. Employees Provident Fund and Miscellaneous Provisions Act 1952
vii. Employees State Insurance Act 1948
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India.
(ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange(BSE).
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above.
I further report that:
a) The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
b) Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
c) Majority decision is carried through while the dissenting members' views arecaptured and recorded as part of the minutes.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the year
The Company had no Company Secretary & CFO as required under the provisionof Sec 203 of the Companies Act 2013. However the Company has appointed CompanySecretary in its meeting held in March 31 2015 w.e.f April 08 2015
On few occasions the Company during the financial year has not published itsresults and notice of the Board Meeting as required under Clause 41 of the listingagreement in newspapers. However it is regular in filing the same with BSE and uploadingthe same on its website.
The Company has not filed MGT 14 for disclosures & adoption of quarterlyresults in terms of Sec 179 of Companies Act 2013.
As informed by the Company and as per the minutes of the Company the due Quorumwas present at the Annual General Meeting and Extra Ordinary General Meeting of theCompany held during the F.Y. 2015-16. However there have been typographical errors in theScrutinizers reports and MGT 15 filed by the Company mentioning the wrong Quorum.
I further report that during the audit period the following event has taken place inthe company
(i) Reduction of Paid-up Share Capital: The Company has received order from theErnakulam High Court Kerala dated July 23 2014 confirming the reduction of capital. TheCompany has reduced its paid up capital from Rs 37743000 divided into 3774300 equityshares of Rs. 10/- each fully paid up to Rs. 1887150/- divided into 188715 equityshares of Rs. 10/- each.
(ii) Increase in Authorised share capital: the Company has increased its AuthorisedShare Capital from existing Rs. 4 Cr to Rs. 16Cr.
(iii) Preferential issue of shares: The Company has issued and allotted 1465000Equity Shares on preferential basis.
For Mihen Halani & Associates
Practising Company Secretary
CP No. 12015
Date: 14th August 2015
Artech Power & Trading Limited.
Our report of even date is to be read along with this letter.
1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. We believe that the process and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.
4. Wherever required we have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc
5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of the management. Our examination waslimited to the verification of procedure on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
For Mihen Halani & Associates
ACS No.: 32176
CP No.: 12015