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Hemakuta Industrial Investment Co. Ltd.

BSE: 511260 Sector: Financials
NSE: N.A. ISIN Code: INE088P01015
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Hemakuta Industrial Investment Co. Ltd. (HEMAKUTAINDL) - Director Report

Company director report

 

To the Members

The Directors have pleasure in submitting their Board Report of the Company togetherwith the Audited Statements of Accounts for the year ended 31st of March 2016.

1. FINANCIAL RESULTS

The Company's financial performance for the year under review alongwith previous yearsfigures are given hereunder:

Particulars

31/03/2016

31/03/2015

Profit/Loss before depreciation and amortization (418662) (860169)
Depreciation and amortization for the year 0 0
Net Profit/Loss after depreciation and amortization (418662) (860169)
Exceptional Items 0 0
Profit before extraordinary items and tax (418662) (860169)
Extraordinary Items 0 0
Profit before tax (418662) (860169)
Current tax expense 0 0
Deferred tax expense 0 0
Profit/Loss for the period from continuing operations (418662) (860169)
Profit/Loss from discontinuing operations 0 0
Tax expense of discontinuing operations 0 0
Profit/Loss from discontinuing operations (after tax) (418662) (860169)
Profit/Loss transferred/adjusted to General Reserve 0 0
Basic earnings per equity share -0.33 -0.68
Diluted earnings per equity share -0.33 -0.68

The Company continues to fail to resume its activity in view of adverse financialConditions. The Company has incurred the loss of Rs. 418662/- mainly on account ofPayment to BSE towards payment of arrears listing fees etc. During the coming years theCompany is intend to resume activity and has already approached The Bombay Stock ExchangeLtd where the Shares are listed for revocation of trading.

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

a. Loss:The Company incurred a Loss ofRs.418662for the Financial Year Ending31stMarch 2016 b. Sales: The Companies Turnover isNILfor the Financial Year Ending31stMarch 2016 c. Marketing and Market Environment:The Company is facing challenginggeneral economic and competitive scenarios. d. Future Prospects including constraintsaffecting due to Government policies:To take adequate steps to increase the customer baseand look at alternate strategies so as to be ready to capture the revival in industry.

3. DIVIDEND

No Dividend was declared for the current financial year due to inadequate Profits.

4. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTRELATES AND THE DATE OF THE REPORT.

There was no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year to which this financial statementsrelate and the date of the report.

5. CONSERVATION OF ENERGY TECHNOLOGY OBSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in AnnexureA and is attached to this report.

6. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.

7. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.

8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.

9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The particulars of Contracts or Arrangements made with related parties pursuant toSection 188 are as furnished in Financials and are attached to this report.

10. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIRREPORTS

There was no qualification reservations or adverse remarks made by the Auditors intheir report.Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule9 of the Companies ( Appointment and Remuneration of Managerial Personnel) Rules 2014the Company has appointed M/s. Sandeep P. Parekh & Co. a firm of Company Secretariesin Practice to undertake the Secretarial Audit of the Company. The Report of theSecretarial Audit is annexed herewith as "Annexure B".

The qualifications reservations or adverse remarks made by the Practicing CompanySecretary in their respective reports are as under:

1. The Board of Directors of the Company is not constituted as required under theListing Agreement and Companies Act 2013 with the Composition of Executive DirectorsNon- Executive Directors and Independent Directors.

2. The Company has not formed Audit Committee as per the requirements of Section 177 ofCompanies Act 2013 and Clause 49 of the Listing Agreement.

3. The Company had not Formed Nomination and Remuneration Committee & StakeholdersRelationship Committee as per the requirements of Section 178 of Companies Act 2013 andClause 49 of the Listing Agreement.

4. The Company is in default in complying with the provisions of Section 203 of theCompanies Act 2013 for appointing Whole Time Key Managerial Personnel.

5. Company is in default for complying with provisions of Section 138 of the CompaniesAct 2013 which mandate the appointment of Internal Auditor.

The Board Represent hereunder:

The Board of Directors have been informed about the implementation of the new CompaniesAct 2013 since April 2014 wherein there were lot of provision which requires theappointment of various Committees Appointment of Independent Director & KeyManagerial Personnel etc for which the Company does not complied till now However theCompany would be appointing/ comply with the above requirements in near future for propercompliance of Companies Act 2013.

The Company’s business operations is not active the management has not device aseparate and independent control system.

Hence the Company has not and/or delayed filed some returns with Bombay Stock Exchangeas per listing agreement and SEBI Regulations such as Board Meeting outcomes ShareCapital Audit Reports (under Regulation 55A) etc. due to inadvertence and oversight.However now the Company is properly filing all the documents with the Bombay StockExchange on time.

11. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are not applicable to the Company and hence the Company has notdevised any policy relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence of Directors andother related matters as provided under Section 178(3) of the Companies Act 2013.

12. ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in Annexure 1and attached to this Report

13.NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW.

The Company had 4 Board meetings during the financial year under review.

Date of Board Meeting Directors Strength Directors Present
25.05.2015 • Abhishek Sushil Morarka • Abhishek Sushil Morarka
• Chitrapavai Kannan • Chitrapavai Kannan
• Krishnan Kannan • Krishnan Kannan
• Sushil Ratanlal Morarka • Sushil Ratanlal Morarka
10.08.2015 • Abhishek Sushil Morarka • Abhishek Sushil Morarka
• Chitrapavai Kannan • Chitrapavai Kannan
• Krishnan Kannan • Krishnan Kannan
• Sushil Ratanlal Morarka • Sushil Ratanlal Morarka
09.11.2015 • Abhishek Sushil Morarka • Abhishek Sushil Morarka
• Chitrapavai Kannan • Chitrapavai Kannan
• Krishnan Kannan • Krishnan Kannan
• Sushil Ratanlal Morarka • Sushil Ratanlal Morarka
13.02.2016 • Abhishek Sushil Morarka • Abhishek Sushil Morarka
• Chitrapavai Kannan • Chitrapavai Kannan
• Krishnan Kannan • Krishnan Kannan
• Sushil Ratanlal Morarka • Sushil Ratanlal Morarka

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its responsibility Statement:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis; and

e. the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

15. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary or Joint Ventures /Associate Companies.

16. DIRECTORS

Mr. Abhishek Sushil Morarka and Mrs Chitrapavai Kannan retire by rotation in theensuing Annual General Meeting and is eligible for reappointment.

17. DEPOSITS

The Company has neither accepted nor renewed any deposits during the year under review.

18. DECLARATION OF INDEPENDENT DIRECTORS

The Company does not comply with the criteria as per the provisions of Section 149 (6)Companies Act 2013 for Independent Directors.

19. STATUTORY AUDITORS

M/s. Vishnu Agarwal & Associates having Firm Registration Number: 134443W have beenappointed as Statutory Auditors for a period of 5 years in the Annual General Meeting heldon 30/09/2015. Their continuance of appointment and payment of remuneration are to beconfirmed and approved in the ensuing Annual General Meeting. The Company has received acertificate from the above Auditors to the effect that if they are re-appointed it wouldbe in accordance with the provisions of Section 141 of the Companies Act 2013.

20. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Company has not formed an Audit Committee as per Section.177 of the Companies Act2013. & not provided for vigil mechanism.

21. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any shares during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option scheme to the employees.

e. DEMATERIALISATION

The shares of the Company were in physical form and CDSL and NSDL has admitted fordepository services. The ISIN no is: INE088P01015. Trading of the shares was suspendedfrom BSE since 2nd January 2002 and the revocation of suspension is under process.

22. BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and the Listing Regulation theAudit Nomination & Remuneration and other Committees were not formed by the Company.So the Board’s performance for the current year cannot be assessed.

23. PARTICULARS OF EMPLOYEES

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 employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Financial Statements are being sent to the Members and others entitled theretoexcluding the information on employees’ particulars which is available for inspectionby the Members at the Registered Office of the Company during business hours on workingdays of the Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company in thisregard.

24. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE.

a. NAME CHANGE

With the approval of members in Extraordinary General Meeting held on 10.08.2013 thename change ( ID INFO BUSINESS SERVICES LIMITED) had applied with ROC and the same hasbeen approved. For approval of name change from BSE is applied for and approval isawaited.

b. SHIFTING OF THE REGISTERED OFFICE TO MUMBAI MAHARASTRA.

With the approval of members in Extraordinary General Meeting held on 26.03.2016 forthe shifting of the Registered office petition has been filed with ROC Karnataka andRegional Director – South East Region Hyderabad.

25. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TOTHE FINANCIAL STATEMENT

The Company is having an adequate internal financial control policy.

26. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- sd/-

(Abhishek Morarka) (Kannan Krishnan)

Director Director

DIN: 01399982 DIN: 00014414

Date: 27.05.2016

Place: Mumbai