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Five Core Exim Ltd.

BSE: 530885 Sector: IT
NSE: N.A. ISIN Code: INE600D01021
BSE 00:00 | 20 Apr 1.80 0.08
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NSE 05:30 | 01 Jan Five Core Exim Ltd
OPEN 1.80
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VOLUME 6100
52-Week high 2.78
52-Week low 1.19
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.80
CLOSE 1.72
VOLUME 6100
52-Week high 2.78
52-Week low 1.19
P/E
Mkt Cap.(Rs cr) 12
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Five Core Exim Ltd. (FIVECORE) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 23rd Annual Report of yourCompany together with the Audited Financial Statements for the financial year ended 31 stMarch 2017.

1. Financial Highlights

Financial Summary and performance Highlights of your Company for the financial yearended 31st March 2017 are as follows:

(Rs. in lakhs)
PARTICULARS Year ended 31.03.2017 Year ended 31.03.2016
Revenue from operations 306.83 1019.97
Other Income 39.76 73.05
Total Income 346.60 1093.03
Total Expenditure 324.25 984.14
Profit/ (Loss) Before exceptional items & tax 22.34 108.88
Exceptional items (write-off of investment/ bad debts/ loans) - (2180.45)
Profit Before Tax 22.35 (2071.56)
Tax Expenses 35.23 36.49
Profit after tax (12.88) (2108.05)
Paid-up Share Capital 1302.00 1302.00
Reserves and Surplus
(701.49) (688.61)
(excluding revaluation reserve)

Previous year's figures have been regrouped/ rearranged wherever considered necessary.

2. Year in Retrospect

During the year under review total income of the Company was Rs. 346.60 lakhs asagainst Rs.1093.03 lakhs in the previous year. The profit before tax for the year 2016-17was Rs. 22.35 lakhs. Your Directors are putting in their best efforts to improve theperformance of the Company.

3. Reserves & Surplus

The net movement in the major reserves of the Company for FY 2016-17 and the previousyear are as follows:

(Rs. In lakhs)
Particulars FY 2016-17 FY 2015-16
Securities Premium Account 1838.00 1838.00
Debenture Redemption Reserve 0.00 0.00
Profit & Loss A/c (2539.49) (2526.61)
Total (701.49) (688.61)

4. Change of control of management

After the closed of the financial year; the entire management control over the Companyhas been acquired by Mr. Amarjit Singh Kalra from the old promoters. Mr. Amarjit SinghKalra has already completed that formalities pursuant to the provisions of the SEBI(Substantial Acquisition of shares and Takeovers) Regulations 2011.

5. Public deposits

During the financial year 2016-17 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.

6. Material Changes after the close of the financial year affecting thefinancial position of the Company

Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company have occurred between the close of the ofthe Company - 31 st March 2017 till the date of this Board Report.

7. Dividend

Your Company did not declare any dividend during and in the end of financial year ended31st March 2017. There is no proposal for payment of any dividend in theensuing Annual General Meeting.

8. Subsidiaries/ Joint Ventures/ Associates

As on 31st March 2017 the Company had no Subsidiaries Joint Ventures (JVs)or Associate Companies. Accordingly statement containing the salient feature of thefinancial statement of a company's subsidiary or subsidiaries associate company orcompanies and joint venture or ventures in Form AOC-1 is not applicable.

The names of companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the year: Nil

9. Change in the nature of business

There has been no major change in the nature of business of your Company. Further sincethere is no subsidiary joint venture and associate company there is no question formentioning of change in nature of business of such companies

10. Directors and Key Managerial Personnel

In terms of Section 149 of the Companies Act 2013 the Company had appointedIndependent Directors. As on 31st March 2017 the following persons were theIndependent Directors of the Company: a. Mr. Keerthivasan Balaji b. Mr. K.S. Vaidyanathanc. Mr. V. Ganpathi Subramanian d. Mrs. Kamakshi Shankararaman Mr. K.S. Vaidyanathan &Mrs. Kamakshi Shankararaman has resigned from the Board of Directors w.e.f. 16thMay 2017. Mr. Sudesh Chand Gupta and Mr. Jaspal Singh Walia were appointed as IndependentDirectors w.e.f. 16th May 2017. Mr. Keerthivasan Balaji and Mr. V. GanpathiSubramanian has resigned from the Board of Directors w.e.f. 21st July 2017.

Mr. Rajkumar Projapati was appointed as an Independent Director w.e.f. 21st July2017. Mr. Sudesh Chand Gupta and Mr. Jaspal Singh Walia has resigned from the Board ofDirectors w.e.f. 30th August 2017. Mr. Vinish Channa and Mr. Paramdeep Singh Sarna wereappointed as Independent Directors w.e.f. 30th August 2017.

As on the date of this Board Report the following persons are the IndependentDirectors of the Company: a. Mr. Rajkumar Projapati b. Mr. Vinish Channa c. Mr. ParamdeepSingh Sarna In accordance with the provisions of section 149 of the Companies Act 2013all the independent directors were/ are non-rotational.

After the change of management of the Company as per the SEBI (SAST) Regulations 2011;Mr. Amarjit Singh Kalra and Mrs. Surinder Kaur Kalra were appointed as additionaldirectors of the Company with effect from 16th May 2017. Mr. SrikanthRamanathan resigned from the Board of Director w.e.f. 30th August 2017. Thepresent composition of the Board of Directors is as below: a. Mr. Rajkumar Projapati b.Mr. Vinish Channa c. Mr. Paramdeep Singh Sarna d. Mr. Amarjit Singh Kalra and e. Mrs.Surinder Kaur Kalra Since all the aforesaid existing directors has been appointed asadditional directors by the Board of Directors; their appointment as Directors is proposedin the ensuing Annual general Meeting.

Mr. Srikanth Ramanathan had resigned from the post Managing Director w.e.f. 16thMay 2017. Mr. Amarjit Singh Kalra was appointed as Executive Director w.e.f. 16th May2017 & CFO w.e.f. 21st July 2017 at Nil remuneration. Mrs. Surinder KaurKalra was appointed as Managing Director w.e.f. 21st July 2017. Ms. SwatiSrivastava was appointed as the Company Secretary of the Company w.e.f. 21st July2017.

During the year and till the date of report details of change in the Board ofDirectors and the Key Managerial Personnel are as below: All Board Members and SeniorManagement personnel have affirmed compliance with the Code of Conduct. The ManagingDirector has also confirmed and certified the same. The certification is enclosed at theend of the Report on Corporate Governance.

11. Declaration of Independence

Your Company has received declarations from all the

Independent Directors confirming that they meet the criteria of independence asprescribed under the provisions of Companies Act 2013 read with the Schedules and Rulesissued thereunder as well as the SEBI (LODR) Regulations 2015.

12. Disclosure of commission paid to managing or whole time directors

There is no commission paid or payable by your Company to the managing director or thewhole time director.

13. Number of meetings of the Board of Directors

The details of the number of Board of Directors of your Company are as below:

Meeting No. of Meeting Dates of Meeting
Board of Directors Four (4) 30.05.2016
10.08.2016
09.11.2016
13.01.2017

The details of the date of Board Meeting meeting of the Committees of the Boardincluding attendance of the directors in such meeting is mentioned in the CorporateGovernance Report attached to this Directors Report.

14. Annual Evaluation of Board performance and performance of its committees andindividual directors

Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR) Regulations2015 and the listing agreement the Board has carried out an annual evaluation of its ownperformance performance of the Directors individually as well as the evaluation of theworking of its Committees. Feedback was sought from Directors about their views on theperformance of the Board covering various criteria. Feedback was also taken from directorson his assessment of the performance of the other Directors. The Nomination andRemuneration Committee (NRC) then discussed the above feedback received from all theDirectors. Based on the inputs received the Chairman of the NRC also made a presentationto the Independent Directors at their meeting summarizing the inputs received from theDirectors as regards Board performance as a whole and of the Chairman. Post the meetingof the Independent Directors their collective feedback on the performance of the Board(as a whole) was discussed by the Chairman of the NRC with the Chairman of the Board.

Every statutorily mandated committee of the Board conducted a self-assessment of itsperformance and these assessments were presented to the Board for consideration. Areas onwhich the Committees of the Board were assessed included adequacy of degree of fulfillmentCommittee composition and effectiveness of meetings. Feedback was provided to theDirectors as appropriate. arising out Significant of the evaluation were presented to theBoard.

15. Remuneration Policy for the Directors Key Managerial

Personnel and other employees

In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued thereunder and the SEBI (LODR) Regulations 2015 andthe listing agreement the Board of Directors of the Company has formulated the Nominationand Remuneration Policy of your Company on the recommendations of the Nomination andRemuneration Committee.

The Nomination and Remuneration Policy covering the policy on appointment andremuneration of Directors and other matters is set-out in Annexure-I to thisReport.

16. Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following Committees constituted by the Boardfunction according to their respective roles and defined scope:

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

Present composition of the Committee of the Board of Directors of the Company is asbelow:

Audit Committee:

- Mr. Rajkumar Projapati - Chairman (Non-executive Independent Director)

- Mr. Paramdeep Singh Sarna - (Non-executive Independent Director)

- Mr. Amarjit Singh Kalra - (Executive Director)

Stakeholders Relationship Committee:

- Mr. Paramdeep Singh Sarna - Chairman (Non-executive Independent Director)

- Mr. Vinish Channa - (Non-executive Independent Director)

- Mr.RajkumarProjapati-(Non-executiveIndependentDirector)

Nomination and Remuneration Committee:

- Mr. Paramdeep Singh Sarna - Chairman (Non-executive Independent Director)

- Mr. Vinish Channa - (Non-executive Independent Director)

- Mr.RajkumarProjapati-(Non-executiveIndependentDirector) The details of the date ofBoard Meeting meeting of the Committees of the Board including attendance of thedirectors in such meeting during the financial year ended

31st March 2017 is mentioned in the Corporate Governance Report attachedto this Directors Report.

17. Audit Committee Recommendations

During the year all the recommendations of the Audit Committee were accepted by theBoard.

18. Conservation of Energy Technology Absorption

Your Company's power requirements are very minimal. Your Company however takes everypossible step to make optimum utilization of energy and avoid unnecessary wastage ofpower. The information on conservation of energy and technology absorption stipulatedunder Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies(Accounts) Rules 2014 is attached as Annexure-II.

19. Particulars of Employees and Remuneration

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/ employees of your Company is set out in Annexure-III to this Report.

20. Related Party Transactions

In line with the requirements of the Companies Act 2013 and the Listing Agreement theCompany has formulated a Policy on Related Party Transactions. Details of Related PartyTransactions as per AOC-2 are provided in Annexure-IV. The details of the RelatedParty Transactions are uploaded on the website of the Company at the following link: http://www.aurumsoftsystems.com/cp/pdf/120420161460483369Related%20party%20transactions%20policy. pdf

21. Loans and investments

The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are asfollows: A. Details of investments made by the Company as on 31st March2017: As disclosed in the Audited financial statement for the financial year ended 31 stMarch 2017.

B. Details of loans given by the Company as on 31st March 2017: Asdisclosed in the Audited financial statement for the financial year ended 31 st March2017.

C. Details of guarantees issued by your Company in accordance with Section 186of the Companies Act 2013 read with the Rules issued thereunder: Nil

22. Extract of Annual Return

Pursuant to Section 92 of the Act and Rule 12 of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in Form MGT-9 is provided in

Annexure-V.

23. Auditors and auditors' report:

Mr. S. Ramanath Chartered Accountant Coimbatore (Membership No. 29416) wasre-appointed as the statutory auditor of the Company at the Annual General Meeting held onSeptember 09 2014 to hold office till the conclusion of the 23rd AnnualGeneral Meeting of the Company to be held in the year 2017 (subject to ratification of hisappointment at every Annual General Meeting).

As per the provisions of Section 139 of the Companies Act 2013 and the rules framedthere under the auditor has to rotate and accordingly your Board proposes the name ofM/s. GSSV & Associates Chartered Accountants (FRN: 014537N) to be appointed asthe new statutory auditors for a period of five years from the conclusion of this AnnualGeneral Meeting till the conclusion of the 28th Annual General Meeting of theCompany subject to ratification of their appointment by Members at every Annual GeneralMeeting.

The Company has received confirmation for eligibility from M/s. GSSV & Associatesto the effect that his appointment is within the prescribed limits under Section 141(3)(g)of the Companies Act 2013 and that he is not disqualified for re appointment.

The Auditors' Report on the annual financial statement for the financial year ended 31stMarch 2017 does not contain any qualification reservation or adverse remark.

24. Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014; the Secretarial AuditReport provided by the Secretarial Auditors is annexed as Annexure-VI.

The Secretarial Auditors' Report for the financial year 2016-17 does not containany qualification observation or adverse remarks and the Company has on compliance compliedwith the provisions of the Acts Rules Regulations Guidelines standard etc. except thatthe Company does not have a Company Secretary and Chief Financial Officer which is anon-compliance of Section 203 of the Act..

25. Internal Control Systems and adequacy of Internal Financial Controls

Your Company adopts strong internal control systems to ensure optimal utilization andprotection of assets timely compliance with the statutory provisions and facilitateaccurate and timely compilation of financial statements and other reports to themanagement. The entire evaluation of internal controls of your Company is carried out bythe Managing Director. The audit committee then on a periodic basis reviews the adequacyof internal control systems.

26. Risk management

Your Directors has adopted a Risk Management Policy for the Company. The AuditCommittee of the Company reviews the risks involved in the Company from time to time ifany and takes appropriate measures to minimize the same.

Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment. Your Company through its risk managementprocess strives to contain impact and likelihood of the risks within the risk appetite asdecided by the management.

There are no risks which in the opinion of the Board threaten the existence of yourCompany.

27. Cost Records and Cost Audit Report

In terms with the provisions of section 148 of the Companies act 2013 read with theCompanies (Cost records and audit) Rules 2014 maintenance of cost records and appointmentof Cost Auditors are not applicable on your Company.

28. Vigil mechanism

The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behaviour.

Pursuant to Section 177(9) of the Companies Act 2013 and the - SEBI (LODR)Regulations 2015 and the listing agreement a vigil mechanism was established fordirectors and employees to report to the management instances of unethical behavioractual or suspected fraud or violation of the Company's code of conduct or ethics policy.The copy of vigil mechanism policy is uploaded on the website of your Company at thefollowing link: http://www.aurumsoftsystems.com/cp/pdf/120420161460483210whistle%20blower%20policy. pdf

29. Corporate Governance

Pursuant to the SEBI (LODR) Regulations 2015 and the Listing Agreements with the StockExchanges and relevant sections of the Act the Management Discussion and Analysis Reportare annexed as Annexure-VII. Further a Report on of the Corporate Governance andCertificate SEBI (LODR) Regulations 2015 is as Annexure-VIII. 30. Code of Conduct forPrevention of Insider Trading

Your Company's Code of Conduct for Prevention of Insider Trading covers all theDirectors senior management personnel persons forming part of promoter(s)/promotergroup(s) and such other designated employees of the Company who are expected to haveaccess to unpublished price sensitive information relating to the Company. The Directorstheir relatives senior management personnel persons forming part of promoter(s)/promotergroup(s) designated employees etc. are restricted in purchasing selling and dealing inthe shares of the Company while in possession of unpublished price sensitive informationabout the Company as well as during the closure of trading window.

The Board of Directors has approved and adopted the Code of Conduct to RegulateMonitor and Report Trading by Insiders in line with SEBI (Prohibition of Insider Trading)Regulation 2015 and the same can be accessed on the website of the Company at thefollowing link: http://www.aurumsoftsystems.com/cp/pdf/12042016146048353520150725%20-%20insider-trading-policy-Aurum.pdf

Your Board of Directors has also approved the Code for Fair Disclosure and the same canbe accessed through the following link http://www.aurumsoftsystems.com/cp/pdf/120420161460483462UPSI%20Code.pdf

31. Corporate Social Responsibility

Provisions of the Corporate Social Responsibility as mentioned under the Companies Act2013 is not applicable on the Company.

32. Significant/material orders passed by the regulators

There are no significant/material orders passed by the

Regulators or Courts or Tribunals impacting the going concern status of your Companyand its operations in future.

33. Disclosure under the sexual harassment of women at workplace (PreventionProhibition And Redressal) Act 2013

Your Company has always believed in providing a safe and harassment free workplace forevery individual working in Aurum Soft Systems Limited premises through variousinterventions and practices. The Company always endeavors to create and provide anenvironment that is free from discrimination and harassment including sexual harassment.The Company has in place robust policy on prevention of sexual harassment at workplace.The policy aims at prevention of harassment of employees as well as contractors and laysdown the guidelines for identification reporting and prevention of sexual harassment.There is Internal Complaint Committee (ICC) which is responsible for redressal ofcomplaints related to sexual harassment and follows the guidelines provided in the policy.ICC has its presence at corporate office as well as at site locations.

During the year ended 31st March 2017 the ICC has not received anycomplaints pertaining to sexual harassment.

34. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 the Directorsconfirm that: a. in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards and Schedule III of the CompaniesAct 2013 have been followed and there are no material departures from thesame; b. the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of your

Company as at 31st March 2017 and of the profit and loss of the Company forthe financial year ended 31 st March 2017; c. proper and sufficient care has beentaken for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities; d. the annualaccounts have been prepared on a ‘going concern' basis; e. proper internalfinancial controls laid down by the Directors were followed by the Company and that suchinternal financial controls are adequate and were operating effectively; and f. propersystems to ensure compliance with the provisions of all applicable laws were inplace and that such systems were adequate and operating effectively.

35. Stock Exchange Listing

The shares of the Company are listed on BSE Limited (BSE).

The listing fee for the financial year 2016-17 has been paid to BSE.

36. General

Your Board of Directors further confirms that (a) Your Company has not issued equityshares with differential rights as to dividend voting or otherwise; and (b) there is noscheme in your Company to finance any employee to purchase shares of your Company.

37. Acknowledgement

Your Directors take this opportunity to place on record their sincere appreciation forthe co-operation and assistance the Company has received from Banks and various GovernmentDepartments. The Board also places on record its appreciation of the devoted services ofthe employees support and co-operation extended by the valued business associates and thecontinuous patronage of the customers of the Company.

For and on Behalf of the Board
For Aurum Soft Systems Ltd
Surinder Kaur Kalra Amarjit Singh Kalra
Date: 30th August 2017 Managing Director CFO & Executive Director
Place: Chennai DIN: 00177037 DIN: 00176921