Nexus Commodities and Technologies Limited
Your Directors have immense pleasure in presenting their Twenty-Sixth Annual Report onthe business and operations of the Company together with the Audited Statement of Accountsof the Company for the year ended on 31st March 2017.
1 FINANCIAL HIGHLIGHTS
(Amount in Rs ')
|Sr. No. ||Particulars ||Year ended 31st March 2017 ||Year ended 31st March 2016 |
|A ||Total Revenue ||3046296 ||3296620 |
|B ||Total Expenses ||4946994 ||2578118 |
|C ||Profit/(Loss) Before Tax ||(1900698) ||718502 |
| ||Tax expense - || || |
|D ||- Current Tax ||0 ||200000 |
| ||Deferred Tax ||24468 ||28087 |
|E ||Profit/(Loss) after Tax ||(1925166) ||490415 |
2. Financial Performance:
During the year under review the Company has earned Total Revenue of Rs. 3046296/-in comparison to Rs. 3296620/- during the previous year. The Company has incurred netloss of Rs. 1925166/- in comparison of net profit of Rs. 490415/- during the previousyear. Your directors are hopeful of better performance in the forthcoming year. There wasno change in the nature of the business of the Company during the year.
3. Dividend & Reserves:
Your Directors abstain from declaring any dividend for the year and no amount of profitearned during the year was transferred to General Reserve.
4. Management Discussion & Analysis:
Management Discussion & Analysis report is being given under Corporate GovernanceReport. There are no material changes between the end of the financial year and the dateof the report which may affect the financial position of the Company.
5. Listing With Stock Exchanges:
At Present the Equity shares of the Company are listed at BSE Limited.
6. Dematerialization of Shares:
90.67% of the Company's paid up Equity Share Capital is in dematerialized form as on31st March 2017 and balance 9.33% is in physical form. The Company's Registrar andTransfer Agent is Purva Sharegistry (India) Private Limited having their registered officeat Unit No. 9 Shiv Shakti Industrial Estate Ground Floor J.R. Boricha Marg Opp.Kasturba Hospital Lower Parel (East) Mumbai - 400 011.
7. Internal Financial Controls:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
8. Finance & Accounts:
The Company has not raised any finance by issue of any securities during the year. TheCompany has adequate financial resources at its disposal for carrying on its business.Details of transactions are given in the Notes to the Financial Statements.
Your Company prepares its financial statements in compliance with the requirements ofCompanies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India. Thefinancial statements have been prepared on historical cost basis. The estimates andjudgments relating to financial statements are made on prudent basis so as to reflect ina true and fair manner the form and substance of transactions and reasonably present theCompany's state of affairs and profit for the year ended 31st March 2017.
9. Subsidiaries Joint Ventures and Associates Companies:
The Company does not have any Subsidiary/ Joint Ventures/ Associate Companies.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
11. Statutory Auditors:
(a) Comments and notes by auditors in the opinion of the management areself-explanatory and do not require any further comments.
(b) M/s. Raj and Ravi Chartered Accountants hold office till the conclusion of theensuing Annual General Meeting.
The Board has recommended the appointment of M/s. Satya Prakash Natani & Co.Chartered Accountants (FRN 115438W) as the Statutory Auditors of the Company for a term offive years i.e. from the conclusion of the ensuing Annual General meeting till theconclusion of the Annual General meeting to be held for the F.Y. 2021-22 for approval ofthe members.
12. Secretarial Auditors:
In terms of Section 204 of the Act and Rules made there under M/s. Ramesh ChandraBagdi & Associates Practicing Company Secretaries Indore have been appointed asSecretarial Auditors of the Company. The report of the Secretarial Auditor is annexed as"Annexure A" to this report. The report is self-explanatory and do not call forany further comments.
13. Internal Auditors:
In terms of Section 138 of the Act and Rules made there under M/s. Vikash Jindal &Associates. Chartered Accountants Thane has been appointed as Internal Auditors of theCompany.
14. Extract of the Annual Return:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith as "Annexure B"
15. Particulars Regarding Conservation Of Energy Technology Absorption:
Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 requires disclosure of the particulars regarding conservation ofEnergy and Technology absorption. The Company is not a manufacturing Company; thereforeinformation required under this clause is not applicable to the Company.
16. Foreign Exchange Earnings / Outgo:
The Company has neither incurred any expenditure nor earned any income in foreignexchange.
17. Corporate Social Responsibility (CSR):
The Company does not fall under the prescribed class of companies' u/s 135(2) of theCompanies Act 2013 read with Rule 8 of the Companies (Corporate Social Responsibility)Rules 2014. Hence CSR is not applicable to the Company.
18. Human Resources:
Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement.
19. Meetings of the Board:
The Board of Directors duly met 5 times during the financial year the details of thesame are being given in the Corporate Governance Report.
20. Directors and Key Managerial Personnel: i) Appointment of Whole-time Director :
The Board of Directors upon the recommendation of the Nomination and RemunerationCommittee appointed Mr. Ram Swaroop Mahadev Joshi (holding DIN 07184085) as an AdditionalDirector of the Company at its meeting held on 14th November 2016. In terms of section161(1) of the Companies Act 2013 he will hold office upto the date of ensuing AnnualGeneral Meeting of the Company. The Company has received a notice in writing from a memberproposing his candidature for the office of Director of the Company whose period of officeshall be liable to determination by rotation.
Further pursuant to the provisions of Sections 2(94) 196 197 198 and 203 read withSchedule V of the Companies Act 2013 and Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 and Articles of Association of the Company and subjectto approval of the members in the General Meeting Mr. Ram Swaroop Mahadev Joshi isappointed as Whole time Director of the Company w.e.f. 14th November 2016 for a period ofthree years.
(ii) Appointment of Directors retiring by rotation:
None of the Directors of the Company is liable to retire by rotation at the ensuingAnnual General Meeting.
(iii) Reappointment of Whole-time Director:
Pursuant to the provisions of Sections 2(94) 196 197 198 and 203 read with ScheduleV of the Companies Act 2013 and Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and Articles of Association of the Company and subject to approvalof the members in the General Meeting Mr. Rupesh Roongta (holding DIN 02576510) wasre-appointed as Whole-time Director of the Company with effect from 14th February 2017for a period of three years.
Brief profile of the Directors proposed to be appointed / re-appointed as requiredunder Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms part of the Notice convening the Annual General Meeting(Ideclaration by Independent Directors:
(iv) Declaration by Independent Directors:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
21. Vigil Mechanism:
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy.
22. Nomination and Remuneration Policy:
The Nomination & Remuneration Committee of the Board of Directors has adopted apolicy which deals with the manner of selection and appointment of Directors SeniorManagement and their remuneration. The policy is in compliance with the provisions ofSection 178(3) of the Companies Act 2013. The Remuneration Policy is stated in the Reporton Corporate Governance.
23. Particulars of Loans Guarantees or Investments;
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.
24. Related Party Transactions:
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis and that the provisions of Section 188 of the Companies Act 2013 are not attracted.Thus disclosure in Form AOC 2 is not required. Details of transactions with relatedparties are given in the Notes to the Financial Statements.
25. Risk Management:
The Company has adequate internal controls in place at various functional levels anddoes not foresee any major risk such as financial credit legal regulatory and otherrisk keeping in view the nature and size of its business.
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
27. Significant and Material Orders Passed by the Regulators or Courts:
There are no significant and material orders passed by Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
28. Material changes and commitment:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateson the date of this report.
29. Board Evaluation:
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of Indiaunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning etc.
The performance of the committees was evaluated by the Board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board of Directors of the Company and the Nomination and Remuneration Committeereviewed 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 meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
In a separate meeting of Independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the Board meeting that followed the meeting of theindependent Directors at which the performance of the Board its committees andindividual directors was also discussed.
30. Audit Committee:
The Audit Committee is comprised of three directors. The composition of the AuditCommittee is as follows
|Name ||Designation ||Category |
|Mr. Rajesh Sodani ||Chairman ||Non-Executive Independent Director |
|Mr. Avinash Kumar Ardawatia ||Member ||Non-Executive Independent Director |
|Mr. M. V. S. Kishore ||Member ||Executive |
All the recommendations made by the Audit Committee were accepted by the Board ofDirectors.
31. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is comprised of three directors. Thecomposition of the Remuneration Committee is as follows:-
|Name ||Designation ||Category |
|Mr. Avinash Kumar Ardawatia ||Chairman ||Non-Executive Independent Director |
|Mr. Rajesh Sodani ||Member ||Non-Executive Independent Director |
|Mrs. Khyati Bhatt ||Member ||Non-Executive Independent Director |
All the recommendations made by the Nomination and Remuneration Committee were acceptedby the Board of Directors.
32. Corporate Governance:
Corporate Governance is an ethically driven business process that is committed tovalues aimed at enhancing an organization's brand and reputation. This is ensured bytaking ethical business decisions and conducting business with a firm commitment tovalues while meeting stakeholders' expectations. It is imperative that our companyaffairs are managed in fair and transparent manner. This is vital to gain and retain thetrust of our stakeholders. A report on a Corporate Governance is appended as annexure tothis report.
33. Ratio of Remuneration:
The information required pursuant to Section 197(12) read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors is furnished hereunder:
|Name ||Designation ||Remuneration FY 2016-17 ||% increase from previous year ||Ratio/Times per Median of Employee Remuneration |
|Rupesh Roongta ||Whole-time Director ||Rs. 480000/- ||N.A. ||7 |
|MVS Kishore ||Executive Director ||Rs. 75000/- ||N.A. ||1 |
|Monika Choudhary ||Company Secretary ||Rs. 180000/- ||N.A. ||3 |
The particulars of the employees as required under Rule 5(2) and Rule 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable tothe Company as none of the employees of the Company was in receipt of remuneration asprescribed under the said Rules.
34. Share Capital:
A) Buy Back of Securities:
The Company has not bought back any of its securities 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 plan during the year under review.
35. Directors Responsibility Statement:
According to the provisions of section 134(3)(c) of the Companies Act 2013 thedirectors confirm that:
a) in the preparation of annual accounts for the financial year ended 31st March 2017the applicable accounting standards read with requirements set out under Schedule III tothe Act have been followed and there are no material departures from the same;
b) the accounting policies as selected are consistently applied and made judgments andestimates that are reasonable and prudent manner so as to ensure true and fair view of thestate of affairs of the Company as at 31st March 2017 and of the profit of the Companyfor the year ended on that date;
c) adequate accounting records are maintained in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) financial statements have been drawn up on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Your directors take the opportunity to record their deep sense of gratitude for thevaluable support and cooperation extended to the Company by its shareholders and bankers.
|Registered Office: ||For and on behalf of the Board |
|1 Annai Avenue Main Road || |
|(Agraharam) 1st Floor ||Rupesh Roongta |
|Nr. Seetharaman Lakyana Mandapam ||DIN:02576510 |
|Koratur North Chennai - 600 076. ||Chairman |
|Date: 30th May 2017. || |