CENTERAC TECHNOLOGIES LIMITED
Your Directors have pleasure in presenting 24th Annual Report of the Companytogether with the Audited Financial Statements of the Company for the year ended 31stMarch 2017.
1. FINANCIAL RESULTS
|Particulars || |
Year ended 31st March 2017
Year ended 31st March 2016
| ||Amount In Rs. ||Amount In Rs. |
|Total Income ||9742867 ||16093202 |
|Profit/(Loss) before taxation ||(2394324) ||(2069103) |
|Provision for taxation ||NIL ||NIL |
|(Current Tax) || || |
|Deferred Tax ||(21611) ||(116233) |
|Tax Adjustment for earlier ||NIL ||Nil |
|years || || |
|Profit / (Loss) for the year ||(2415935) ||(2185336) |
Due to losses the Directors has not transferred any amount to reserves for the yearended 31.03.2017.
In view of losses the Board does not recommend any dividend this year.
4. MATERIAL CHANGES
During the year there are no material changes and commitments affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report.
5. STATE OF AFFAIRS
The total revenue of the Company decreased from Rs. 16093202/- in theprevious year to Rs. 9742867/- during the current year.
The Company made a loss of Rs. 2415935/- in the current year.
6. CHANGE IN NATURE OF BUSINESS
During the year there was no change in the nature of business of the Company.
7. SIGNIFICANT AND MATERIAL ORDERS PASSED
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
8. SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES & ITS PERFORMANCE
During the year the Company does not have any Subsidiaries Joint Ventures orAssociate Companies.
Ms. Shilpa Khandelwal retires by rotation at the forthcoming Annual General Meeting andbeing eligible offers herself for re-appointment. The profile of the director seekingre-appointment pursuant to regulation 36 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations2015 is included in the Annual Report.
In terms of provisions of section 149 & 152 of the Companies Act2013 Mr. MohanMotiram Jayakar & Mr. Khushrow Shavax Patel were appointed as an Independent Directorsof the Company to hold office upto 31st March2019. The profiles of the directors seekingre-appointment pursuant to regulation 36 of the SEBI(Listing Obligations and DisclosureRequirements) Regulations2015 are included in the Annual Report.
Other than this no Director or Key Managerial Personnel (KMP) was appointed or hasresigned during the year under consideration.
All the Independent Directors have given declaration's that they meet with the criteriaof independence as prescribed under sub-section (6) of Section 149 of the Companies Act2013 and Regulation 16 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations2015.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Committees.
10. MEETINGS OF BOARD AND COMMITTEES:
The Board of Directors met Four (4) times on the under mentioned dates viz. 30thMay 2016 10th August 2016 12th November 2016 9thFebruary 2017
Details of Directors as on March 31 2017 and their attendance at the Board meetingsand Annual General Meeting ("AGM") during the financial year ended March 31
2017 are given below:
|Name of the. Director ||No of Meetings held ||No. of Meetings attended ||Attendance at the AGM |
|SHILPA KHANDELWAL ||4 ||4 ||Yes |
|KHUSHROW PATEL ||4 ||4 ||Yes |
|SANJEEV KHANDELWAL ||4 ||4 ||Yes |
|MOHAN JAYAKAR ||4 ||4 ||Yes |
Details of all the Committee along with their composition and meetings held during theyear under review are given in the Corporate Governance Report. The intervening gapbetween the companies was within the period prescribed under the Companies Act 2013.Separate meetings of Independent Directors pursuant to Section 149 (7) read with ScheduleVI of the Companies Act 2013 was held on 9th February 2017.
13. POLICY FORMULATED BY NOMINATION AND REMUNERATION COMMITTEE/ CODE OF CONDUCT /INSIDER TRADING
The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
The Company has adopted the Code of Conduct as required and posted on Company's website.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance beyond threshold limit mentioned in the policyfor dealing in the Company's shares and prohibits the purchase or sale of Company sharesby the Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the TradingWindow is closed. The Company Secretary is responsible for implementation of the Code. AllBoard Directors and the designated employees have confirmed compliance with the Code.
14. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and in accordance with the information andexplanations obtained by them your Directors make the following statements in accordancewith Sub Section (3c) of Section 134(5) of the Companies Act 2013 that : (i) in thepreparation of the annual accounts the applicable accounting standards had been followedalong with proper explanation relating to material departures; (ii) the directors hadselected such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company at the end of the financial year and of the loss of thecompany for that period; (iii) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; (iv) the directors had prepared the annualaccounts on a going concern basis; and (v) The Directors had laid down internal financialcontrols to be followed by the Company and that such internal controls are adequate andwere operating effectively. (Vi) The Directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
15. ANNUAL RETURN
The information in accordance with Sub Section (3) of Section 92 of the Companies Act2013 is annexed herewith and forms a part of this report as Annexure 1.
A. STATUTORY AUDITORS
M/s Bansi S. Mehta & Co. (Firm Registration no. 100991W) Chartered AccountantsMumbai have been appointed as the Statutory Auditors of the Company to hold office for aperiod of three years from the conclusion of 21st Annual General Meeting of theCompany held on 27th September 2014 till the conclusion of 24thAnnual General Meeting to be held in the financial year 2017-18. M/s. Bansi S. Mehta &Co. Chartered Accountants have confirmed their eligibility under Section 141 of theCompanies Act 2013 and the rules framed thereunder for continuing as Statutory Auditor.As per the requirement of the provisions of the Companies Act 2013 the members arerequested to ratify their appointment as Statutory Auditor for the financial year 2017-18.
B. AUDIT REPORT EXPLANATIONS
There was a qualification reservation or adverse remark or disclaimer made by theauditor in his report.
The Management is doing the required measures to be in compliance for the remarksmentioned by the auditors.
17. SECRETARIAL AUDIT
The provisions of Section 204 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Riddhi Shah a Company Secretary in Practice to undertake the SecretarialAudit of the Company for the Financial Year 2016-17. The Secretarial Audit Report (MR-3)is annexed herewith as Annexure A.
18. LOANS GUARANTEES OR INVESTMENTS
The Company has neither given any loans or guarantees nor made investments coveredunder the provisions of section 186 of the Companies Act 2013. Company has advances a loanof Rs. 977000 to its directors.
19. RELATED PARTY TRANSACTIONS
The information as required under Section 134 of the Act read with Companies (Accounts)Rules 2014 in respect of contracts or arrangements with related parties referred to insub-Section (1) of Section 188 are as stated in the Notes to the Accounts which does notrequire reporting under Form AOC-2.
20 CONSERVATION ENERGY TECHNOLOGY ABSORBPTION
The provisions of Section 134(m) of the Companies Act 2013 do not apply to ourCompany.
During the year under review the earnings in foreign exchange was Rs. 4511905 /-(previous year Rs. 6074865/-). The foreign exchange expended during the year underreview was Rs. 449464 /- as against Rs. 308553/- as recorded last year.
21. INTERNAL FINANCIAL CONTROLS
The company has adequate internal financial controls in place.
22. RISK MANAGEMENT POLICY
The Directors do not foresee any potential threats to the company and hence a riskmanagement policy would be developed on identification of any potential risk that wouldthreaten the existence of the company.
Company has Sexual Harassment Policy in place and available on Company's intranetportal. During the year under review there were no complaints from any of the employee.
23. EMPLOYEE REMUNERATION
The details of employees in receipt of remuneration pursuant to Section 197 read withRule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are not applicable to the Company as no employee has drawn any remuneration abovethe limits specified therein
24. SHARE CAPITAL
The paid up Equity Share Capital of the Company as on 31st March 2017 wasRs. 11034700/-. During the year under review the Company has not issued shares withdifferential voting rights nor granted stock options nor sweat equity nor any votingrights are exercised by employees indirectly in respect of shares to which the schemerelates.
25. EMPLOYEE STOCK OPTION SCHEME
Since the Company has not granted any stock options so far the Company is not requiredto give any details in this regard.
26. CORPORATE SOCIAL RESPONSIBILITY
The details about the policy developed and implemented by the Company are notapplicable to the Company.
27 VIGIL MECHANISM
Whistle Blower Policy
The Company has a vigil mechanism named Whistle Blower Policy (WBP) to deal withinstance of fraud and mismanagement.
28. FIXED DEPOSITS
During the year the Company has not accepted any fixed deposits attracting theprovisions of Chapter V of the Companies Act 2013 and the rules there under.
29 . LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing Fees for the year 2017-18 tothe BSE where the Company's shares are listed and traded.
30. MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Management Discussion and Analysis of financial condition including the results ofoperations of the Company for the year under review as required under Regulation 34(2)(e)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided
31. CORPORATE GOVERNANCE
The Company does not fall under purview of Regulations of Corporate Governance pursuantto the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Howeverthe same is applicable as per the Companies Act 2013 and the Company is fully compliantwith the applicable provision and the Company is committed to ensure compliance with allmodification within prescribed norms under Companies Act 2013. Company is committed tomaintain the highest standards of corporate practices a separate section on CorporateGovernance is provided as part of this Annual Report.
Your Directors gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.
By order of the Board
For CENTERAC TECHNOLOGIES LIMITED
|SANJEEV KHANDELWAL ||SHILPA KHANDELWAL |
|(DIN 00152508) ||(DIN 00138781) |
|Managing Director ||Director |
|Place : Mumbai || |
|Date : 19th May 2017 || |
Regd. Office: Daulatram Mansion 4th Floor
Salgaonkar Marg Colaba Mumbai 400005