The Directors of the Company presents the Company's Twenty Sixth (26th)Annual Report of the Company along with Audited Financial Statements for the financialyear ended 31st March 2017.
(Amount in Rs.)
|Particulars ||2016-17 ||2015-16 |
|Gross Revenue ||9582461 ||16629439 |
|Gross Profit/ (Loss) before Interest Dep. & Tax ||608131 ||3482284 |
|Less: Interest and other finance cost ||(7724123) ||4008040 |
|Depreciation ||9507025 ||3870272 |
|Profit/(Loss) before Tax & Exceptional Items ||(1174771) ||(4396028) |
|Less: Exceptional Items ||149341934 ||94818432 |
|Profit/(Loss) before Tax ||(150516705) ||(99214460) |
|Less: Provision for Taxation ||Nil ||Nil |
|Profit/ (Loss) after Tax ||(150516705) ||(99214460) |
|Other Comprehensive income ||Nil ||Nil |
|Total Comprehensive income ||(150516705) ||(99214460) |
|Add: Surplus B/F from last year ||(1075459827) ||(976245367) |
|Amount available for appropriations ||(1225976532) ||(1075459827) |
|Appropriations ||Nil ||Nil |
|Amount carried to Balance Sheet ||(1225976532) ||(1075459827) |
During the year the Company could not carry any business due to transfer of oilfieldsexcept some consultancy business.
In view of losses incurred during the financial year the Board does not recommend anydividend for the year under review.
The paid up Share Capital of the Company as on 31st March 2017 was Rs.249212000 (Rs. Twenty Four Crores Ninety Two Lacs Twelve Thousands only). During theyear under review the Company has neither issued shares with deferential voting rightsnor granted stock options nor sweat equity. As on 31st March 2017 the Companyhad no outstanding convertible instruments.
No amount has been transferred to any of the reserve during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review following changes took place in the Board of Directors ofthe Company and Key Managerial personnel:
1. Mrs. Bandana Kalita (DIN 07167882) an independent woman Director of the Companyresigned w.e.f. 09.08.2016.
2. Mr. Sushant Raj Chief Financial Officer of the Company resigned w.e.f. 09.08.2016.
3. Ms. Hina Garg (M.No. 036660) Company Secretary of the Company resigned w.e.f.09.08.2016
During the year under report the composition of the Company's Board was not inaccordance with the applicable provisions of the Companies Act 2013 and ListingRegulations since the Company had no Woman Director. Your Company had Four (4) Directorsconsisting of Two (2) Independent Directors out of which one (1) Non-Executive PromoterDirector and one (1) Managing Director.
Mr. Vijay Misra (DIN 00458031) was appointed as Managing Director of the Company and iskey Managerial personnel of the Company.
Mr. Lee Chye Cheng Adrian (DIN: 02242495) Director retires by rotation and beingeligible offers himself for reappointment.
Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and ListingRegulations.
NUMBER OF BOARD MEETING
The Board of Directors met 5 (five) times during the year the details of which areprovided in the Corporate Governance Report.
BOARD LEVEL PERFORMANCE EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance itscommittees and individual directors pursuant to the provisions of the Companies Act 2013and the Listing Regulations. The performance of the Board was evaluated by the Board afterseeking inputs from all the directors on the basis of the criteria such as the Boardcomposition and structure effectiveness of board processes contribution towardsdevelopment of the strategy etc. The performance of the committees was evaluated by theboard after seeking inputs from the committee members on the basis of the criteria such asthe composition of committees effectiveness of committee meetings etc.
The Board in consultation with Nomination and Remuneration Committee ("NRC")reviewed the performance of the individual directors on the basis of the criteria such asthe contribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed contribution at the meetings and otherwiseindependent judgment etc.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board was evaluated. The same was discussed in the boardmeeting that followed the meeting of the independent Directors at which the performanceof the Board its committees and individual directors was also discussed.
INDEPENDENT DIRECTORS' DECLARATION
The Independent Directors have filed their declaration with the Company affirming thatthey meet the criteria of Independence mentioned u/s 149(6) of the Companies Act 2013.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATION ATTRIBUTES INDEPENDENCE ETC.
The Nomination and Remuneration Committee identifies the persons of integrity whopossess relevant expertise experience leadership qualities qualification attributesindependence and other matters required for the position of directors provided u/s 178(3).
The Company follows a policy on remuneration of Directors and Senior ManagementEmployees details of the same are given in the Corporate Governance Report.
The Audit Committee of the Company was constituted in line with the provisions of theCompanies Act 2013 & Listing Regulations.
The Audit Committee as on 31st March 2017 comprises three Non-ExecutiveDirectors Mr. Lee Chye Cheng Adrian promoter director and two Independent Directorsnamely Mr. Krishna Kumar Nitatala and Mr. Lai Kai Jin (Chairman of the Committee). Allthree members of Committee have adequate financial & accounting knowledge andbackground.
CORPORATE SOCIAL RESPONSIBILITY
Since the Company had no profit from operations the Company has neither devised norimplemented any program towards social responsibility. The provisions of section 135 ofthe Act relating to Corporate Social Responsibility do not apply to the Company since noneof the criteria mentioned in the said section is attracted.
PARTICULARS OF EMPLOYEES
During the year under report the Company had no employee on its roll and accordingly noinformation was required to be given pursuant to the provisions of Section 197(12) of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES
In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the names and other particulars of employees are as follows:
(i) the ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the year 2016-17: Not applicable since the Company had noemployee on its roll.
(ii) the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary in the financial year: Not Applicable
(iii) the percentage increase in the median remuneration of employees in the financialyear: Not Applicable
(iv) the number of permanent employees on the rolls of Company: Nil as on 31stMarch 2017.
(v) average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
(vi) Affirm that the remuneration if any is as per the Remuneration Policy of theCompany: Yes
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of no business activities the Company has no particulars for disclosure underConservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo asrequired under Section 134(3) (m) of the Companies Act 2013 read with Rule 8(3) of theCompanies (Accounts) Rules 2014.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year under review the Company has not made any loans guarantees andinvestments which are governed by the provisions of section 186 of the Companies Act2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There is no materially significant related party transaction made by the Company withPromoters Directors Key Managerial Personnel or other related parties which may have apotential conflict with the interest of the Company at large.
All related party transactions for the year are placed before the Audit Committee aswell as before the Board for approval. The transactions entered into with related partiesare reviewed on a quarterly basis by the Audit committee. The policy on Related PartyTransactions as approved by the Audit Committee and Board is uploaded on the Company'swebsite.
The particulars of contracts or arrangements with related parties referred to inSection 188(1) in prescribed in Form AOC-2 is appended as Annexure I
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE
Management Discussion Analysis and Corporate Governance Report as stipulated underListing Regulations forms part of the Annual Report and are referred to As Annexure IIIand IV respectively.
EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-V to thisReport.
The Company has framed a Whistle Blower Policy to deal with instances of fraud andmismanagement if any. The details of the Policy are given in the Corporate GovernanceReport and the Policy is posted on the Company's website.
During the year under review your Company has not accepted any fixed deposits and therewere no unclaimed deposit or interest thereon as on 31st March 2017.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes has been taken place affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company. A winding up petition u/sec. 433 ofCompanies Act 1956 filed against the Company is pending in the Delhi High Court.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES JOINT VENTURES OR ASSOCIATECOMPANIES
No Company has become or ceased to be subsidiary joint venture or associate companyduring the year under review.
INTERNAL FINANCIAL CONTROL
Your Company has adequate system of internal controls to ensure that all the assets aresafeguarded and are productive. Necessary checks and controls are in place to ensure thattransactions are properly verified adequately authorized and correctly recorded andproperly reported. The Audit Committee regularly reviews these measures and actions.
In line with the regulatory requirements the Company has framed a Risk ManagementPolicy to identify risk areas and procedure to mitigate the risks. A detailed exercise isbeing carried out at regular intervals to identify evaluate manage and monitor allbusiness risks. The Board periodically reviews the risks and suggests steps to be taken tocontrol and mitigate the same through a properly defined framework.
DETAILS OF NUMBER OF CASES FILED IF ANY AND THEIR DISPOSAL IN TERMS OF SECTION 22 OFTHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013
No case of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 was filed.
M/s. KJ & Associates Company Secretaries in Practice have been appointed by theCompany as Secretarial Auditor to undertake Secretarial Audit of the Company pursuant tothe provisions of Section 204 of the Companies Act 2013 and The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 The Secretarial Audit Report isannexed herewith as AnnexureII.
As regards observations in the Secretarial Audit Report due to severe financialconditions the Company had not been able to comply with certain provisions of the law. TheCompany will make necessary compliance once the financial conditions permit the same.
AUDITORS & AUDITORS' REPORT
In terms of the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. Shirish Desai & Co. CharteredAccountants (holding Registration No. 112226W) the Auditors of your Company shall holdoffice till the conclusion of the ensuing AGM and they shall not be eligible forreappointment due to expiry of the maximum permissible tenure as the Auditors of yourCompany. Your Board places on record its deep appreciation for the valuable contributionsof the Auditors during their long association.
Based on the recommendation of the Audit Committee your Board at its meeting held onSeptember 4 2017 subject to approval of the members in the ensuing Annual GeneralMeeting appointed M/s Santosh Gupta & Co. Chartered Accountants Faridabad (ICAIFirm Registration No. 009713N) as the Auditors of the Company in place of the retiringauditors to hold office as such from the conclusion of the said AGM until conclusion ofthe 31st AGM of the Company to be held in the year 2022 subject toratification by the Members of the Company at every Annual General Meeting.
Your Company has received a certificate from M/s. Santosh Gupta & Co. CharteredAccountants Faridabad confirming their eligibility to be appointed as Auditors of theCompany in terms of the provisions of Section 141 of the Companies Act 2013 and Rulesframed thereunder. They have also confirmed that they hold a valid certificate issued bythe Peer Review Board of the Institute of Chartered Accountants of India (ICAI) asrequired under the provisions of Regulation 33 of the Listing Regulations. The proposalfor their appointment has been included in the Notice convening the 26th AGM for obtainingapproval of the Members of the Company.
Auditors' report is self-explanatory and therefore does not require further commentsand explanation.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3) (c) read with 134(5) of the Companies Act 2013 it ishereby stated that:
(a) In the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable Indian Accounting Standards have been followed alongwithproper 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 as at March 31 2017 and of the profitand loss of the company for the year ended on that date;
(c) the directors had taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the Directors have laid down Internal financial controls to be followed by thecompany which are adequate and were operating effectively;
(f) the directors had devised proper system ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The Board of Directors of the Company acknowledge with gratitude the co-operation andassistance received from the Central and State Government Authorities ShareholdersBanks/other lenders Vendors and other business associates for their confidence supportand forbearance.
| ||For and on behalf of the Board |
| ||Sd/- |
| ||Vijay Misra |
|Place: Delhi ||Chairman & Managing Director |
|Date: 04.09.2017 ||DIN 00458031 |