1. FINANCIAL HIGHLIGHTS
The working results of the Company for the year under review are given below: -
|Particulars ||Year ended 31.03.2019 ||Year ended 31.03.2018 |
| ||(Rs.) ||(Rs.) |
|Profit / (Loss) before tax ||(94816882) ||19042209 |
|Provision for Taxation - Current Tax ||7100000 ||4200000 |
|- Deferred tax ||(3436248) ||(5563261) |
|- Wealth tax ||Nil ||Nil |
|- Tax paid for earlier years ||Nil ||2534373 |
|Profit / (Loss) After Tax ||(98480634) ||17871097 |
|Transfer to Statutory Reserve Fund ||Nil ||3574219 |
|Balance brought forward from previous year ||442619793 ||428322916 |
|Balance carried to Balance Sheet ||(98480634) ||14296877 |
2. MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of financial year to which these financialstatements relate and the date of this Report.
To conserve the resources of the Company for future expansion the Board has decidednot to recommend any dividend for the year under review.
4. PERFORMANCE REVIEW
The profit of the company during the current year shows decrease as comparison toprevious year. Your Directors are making all efforts to further improve the performance ofthe company in future.
5. CONSOLIDATED FINANCIAL STATEMENTS
The Company has two subsidiary companies M/s Atul Agro Private Limited and M/s OJASSuppliers Limited for consolidation purposes. As per the provisions of Regulations of theListing Agreement M/s Atul Agro Private Limited was not a material n on-listed subsidiarycompany for the financial year 2018-19 and hence the provisions of this clause did notapply. OJAS Suppliers Limited was a material non-listed subsidiary company for thefinancial year 2018-19 and the provisions of this clause were duly complied with.
Your Directors take pleasure in attaching the Consolidated Financial Statementspursuant to Clause 32 of the Listing Agreement entered into with the Stock Exchanges andprepared in accordance with the Accounting Standards prescribed by the Institute ofChartered Accountants of India in this regard. The Auditors' Report to the Shareholdersthereupon does not contain any qualification.
Total Income decreased by 45.09 % from Rs. 2048.28 lacs in Financial Year2017-18 toRs. 1124.64 lacs in Financial Year 2018-19.
Loss Before Tax (PBT) increased by 117.46 % from Rs. 347.08 lacs in FinancialYear 2017-18 to Rs. 754.77 lacs in Financial Year 2018-19.
Loss After Tax (PAT) increased by 78.71% from Rs. 181.15 lacs in Financial Year2017-18 to Rs. 850.94 lacs in Financial Year 2018-19.
6. FIXED DEPOSITS
The Company has not accepted any deposits during the year under review and it continuesto be a Non-deposit taking Non-Banking Financial Company in conformity the guidelines ofthe Reserve Bank of India and Companies (Acceptance of Deposits) Rules 2014.
There has been no change in composition of Directors of the Company
8. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors Responsibility statement it is hereby confirmed:
a) That in the preparation of the accounts for the financial year ended 31st March2019 the applicable accounting standards have been followed along with proper explanationsrelating to material disclosures;
b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company of the year under review;
c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provision of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities.
d) That the Directors have prepared the annual accounts for the financial year ended 31stMarch 2019 on a going concern basis.
e) The Company had followed the internal financial controls laid down by the directorsand that such internal financial controls are adequate and were operating effectively.
f) That the proper systems are in place to ensure compliance of all laws applicable tothe Company.
9. AUDITORS' REPORT
The Auditors' Report is unqualified. The notes to the Accounts referred to in theAuditors' Report are self-explanatory and therefore do not call for any furtherclarifications.
M/s T R Chadha & Co LLP Chartered Accountants. Auditors of the company retire atthe conclusion of the forthcoming Annual General Meeting and proposed to ratify the re -appoint M/s T R Chadha & Co LLP Chartered Accountants to hold the office as auditorstill the conclusion of the next Annual General Meeting on such remuneration as may bedetermined by the Board of directors of the company. The Company has received acertificate from the statutory auditors to the effect that their appointment; if madewould be within the limit prescribed under section 139 & 141 of the Companies Act2013. They have also confirmed that they hold a valid peer review certificate asprescribed under clause 41 (1) (h) of the Listing Agreement. Members are requested toconsider their re-appointment.
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
(i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2018-19 percentage increase inremuneration of each Director Chief Financial Officer and Company Secretary during thefinancial year 2018-19 and the comparison of remuneration of each Key ManagerialPersonnel (KMP) against the performance of the Company are as under:
1. The Company has not paid any remuneration including Sitting fees to Non-executiveDirectors. Therefore the ratio to median remuneration is not applicable for Non-executivedirectors.
|Executive Directors/KMP ||Ratio to Median Remuneration ||% increase in remuneration in the financial year ||Comparison of the Remuneration of the KMP against the performance of the company |
|Mr. Sharad Saluja - Managing Director ||229.73 ||No increase ||Loss increased by 397 % in financial year 2018-19. |
|Mr. Vivek Chaturvedi - Chief Financial Officer ||1.04 ||No increase || |
|Mr. Sharad Kumar - Company Secretary ||1.80 ||No increase || |
ii) The percentage increase in the median remuneration of employees in the financialyear : No increase
iii) The number of permanent employees on the rolls of company: 7
iv) The explanation on the relationship between average increase in remuneration andcompany performance. No major increase during the year.
v) The key parameters for the variable component of remuneration availed by theManaging directors is as per the remuneration policy for directors and further approved byCentral Government. Key managerial personnel and other employees recommended by theNomination and Remuneration Committee and approved by the Board of Directors.
vi) The particulars of employees required under section 197(12) of the Companies Act2013 read with Rules 5 (2) and 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are not furnished as there is no employee in receipt ofremuneration more than the prescribed limit.
The Board of Directors wish to express its appreciation to all the employees for theiroutstanding contribution to the operations of the Company during the year. The informationrequired under the Companies Act 2013 and the Rules made there under is provided asbelow:
Details of remuneration paid/payable to Directors for the year ended March 31 2019:
| || || ||(In Rs.) |
|Name of the Director ||Designation ||Salary & Perquisites* ||Total |
|Mr. Sharad Saluja ||Managing Director ||Rs. 10200000 ||Rs. 10200000 |
*approved from the Central Government.
12. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
In view of the nature of activities being carried on by the Company under Section 134(3) (m) of the Companies Act 2013 read with the Companies (Accounts) Rules 2014concerning conservation of energy and technology absorption respectively are notapplicable to the Company.
13. FOREIGN EXCHANGE
The company had no foreign exchange inflow or outflow during the year under review.
14. EMPLOYER EMPLOYEE RELATIONSHIP
The Company has maintained a cordial relationship with its employees which resulted insmooth flow of business operations during the year under review.
15. RESERVE BANK OF INDIA REGULATIONS
The Company has complied with all the applicable regulations of the Reserve Bank ofIndia as on March 31 2019.
16. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Pursuant to Section 135 of the Companies Act 2013 the Board of Directors in itsmeeting held on May 27 2014 has constituted Corporate Social Responsibility Committee ofthree directors and a Corporate Social Responsibility Policy (CSR Policy) indicating theactivities to be undertaken by the Company which has been approved by the Board. Theobject of CSR Policy of the Company is to continue to contribute towards social welfareprojects for benefits of society and major focusing on providing education vocationaltraining promoting health care facilities to economically weaker and underprivilegedsection of the Society and to do such other activities as may be permissible under Section135 of the Companies Act 2013 and the Companies (Corporate Social Responsibility Policy)Rules 2014.
As part of its initiatives under Corporate Social Responsibility (CSR) theCompany is in the process of undertaking projects in the area of education and vocationaltraining of the unprivileged women and differently abled. These projects will be inaccordance with Schedule VII of the Companies Act 2013. The details of activitiesundertaken by the Company is annexed as Annexure - I.
17. DECLARATION BY INDEPENDENT DIRECTORS
The Board has received the declaration from all the Independent Directors as per theSection 149(7) of the Companies Act 2013 and the Board is satisfied that all theIndependent Directors meet the criterion of independence as mentioned in Section 149(6) ofthe Companies Act 2013.
18. COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Nomination Remuneration and Compensation Committee has put in a place the policy onboard diversity for appointment of directors taking into consideration qualification andwide experience of the directors in the fields of banking finance regulatory Marketingadministration and legal apart from compliance of legal requirements of the Company. TheCompany has laid down remuneration criteria for the directors key managerial personneland other employees in the Nomination Remuneration and Compensation Committee Policy. ThePolicy on Board Diversity and Nomination Remuneration and Compensation Committee Policyare given in Annexure- II and III to this report and are also uploaded on the Company'sWebsite.
19. NUMBER OF MEETINGS OF THE BOARD
During the year Eleven (11) Board Meetings were held. The details of the Board andvarious Committee meetings are given in the Corporate Governance Report.
20. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Regulations of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsvarious Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.
21. DISCLOSURES AS PER SECTION 134 OF THE COMPANIES ACT 2013 READ WITH RULE 8(5) OFTHE COMPANIES (ACCOUNTS) RULES 2014
Extract of Annual Return
The extract of the annual return in the Form MGT 9 is annexed to this report asAnnexure-IV.
Particulars of loans guarantee or investments
Pursuant to Section 186 (11) (a) of the Companies Act 2013 (the Act') read withRule 11(2) of the Companies (Meetings of Board and its Powers) Rules 2014 the loan madeguarantee given or security provided in the ordinary course of business by a Non- BankingFinancial Company (NBFC) registered with Reserve Bank of India are exempt from theapplicability of provisions of Section 186 of the Act. As such the particulars of loansand guarantee have not been disclosed in this Report.
During the year under review the Company has invested surplus funds in varioussecurities inthe ordinary course of business the details of the Current Investments andNon-Current Investments of the Company are furnished under notes forming part of theFinancial Statements for the year ended March 31 2019.
Particulars of Contracts or Arrangements with Related Parties
The Related Party Transactions (RPTs) were entered in ordinary course of business on anarm's length basis and were in compliance with the provisions of the Companies Act 2013and the Listing Agreement. There are no materially significant related party transactionsmade by the Company with Promoters Directors Key Managerial Personnel or otherdesignated persons which may have a potential conflict with the interest of the Company atlarge.
The statement of RPTs is placed before the Audit Committee and the Board on a quarterlybasis. Omnibus approval was obtained for the transactions of repetitive nature. The Policyon Materiality of Related Party Transactions and dealing with Related Party Transactionsas approved by the Board is uploaded on the Company's website. None of the Directors hasany pecuniary relationships or transactions vis-a-vis the Company. The details of thetransactions with Related Party are provided in the note 30 of the Financial Statementsforming part of this Annual Report and the particulars of RPTs in Form AOC-2 is annexed tothis report as Annexure-V.
Whistle Blower Policy/Vigil Mechanism
The Company has framed a Whistle Blower Policy/Vigil Mechanism providing a mechanismunder which an employee/director of the Company may report violation of personnel policiesof the Company unethical behaviour suspected or actual fraud violation of code ofconduct. The Vigil Mechanism ensures standards of professionalism honesty integrity andethical behavior. The Whistle Blower Policy/Vigil Mechanism is uploaded on the Company'sWebsite.
The details are spread over in the Annual Report as well as are provided in thebeginning of this report.
Directors and Key Managerial Personnel
Directors - The information regarding the Directors appointed orretired/resigned during the year under consideration is provided in this report.
Key Managerial Personnel - None of the Key Managerial Personnel has resigned orappointed during the year under review.
Subsidiaries or Associate Companies
Vardhman Business Ventures Limited is no Longer a subsidiary of the co apart from thisthere is no changes in Subsidiaries and Associate companies.
Significant and Material Orders
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.
Internal Financial Controls
The details in respect of adequacy of internal financial controls with reference to theFinancial Statements The Company's well-defined organisational structure documentedpolicy guidelines defined authority matrix and internal financial controls ensureefficiency of operations protection of resources and compliance with the applicable lawsand regulations. Moreover the Company continuously upgrades its systems and undertakesreview of policies.
The internal financial control is supplemented by extensive internal audits regularreviews by management and standard policies and guidelines to ensure reliability offinancial and all other records to prepare financial statements and other data.
The Audit Committee of the Board reviews internal audit reports given along withmanagement comments. The Audit Committee also monitors the implemented suggestions.
22. SECRETARIAL AUDIT
The Board had appointed Mr. Vikas Gera Practicing Company Secretary (Certificate ofPractice No. 4500) (Membership No. FCS 5248) to carry out Secretarial Audit under theprovisions of Section 204 of the Companies Act 2013 for the financial year 2018-19. TheSecretarial Audit Report is annexed to this report as Annexure-VI. The report does notcontain any qualification.
Following Reports are attached to this Report p u rsuant to the provisions of theListing Agreement with the Stock Exchange:
(i) The Report on Corporate Governance as per Regulations of the Listing agreementforms part of the Annual Report and is annexed herewith together with Auditors'Certificate on Corporate Governance the certificate duly signed by the Managing Directorand Chief Financial Officer on the Financial Statements of the Company for the year endedMarch 31 2019 as submitted to the Board of Directors at their meeting held on May 292019 and the declaration by the Managing Director regarding compliance by the Boardmembers and senior management personnel with the Company's Code of Conduct.
(ii) The Management Discussion & Analysis Report as per Regulations of the Listingagreement is given as a separate Report forming part of the Annual Report.
24. POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (POSH Act') and Rules made thereunder theCompany has constituted Internal Committees (IC).
The Board of Directors would like to thank Reserve Bank of India and other Regulatory/Government authorities and Stock Exchanges for their support and stakeholders for theircontinued co-operation and support.
|REGISTERED OFFICE ||On behalf of the Board of Directors || |
|984 9th Floor Aggarwal Cyber Plaza-II ||For ACME RESOURCES LIMITED || |
|Netaji Subhash Place || || |
|Pitampura New Delhi - 110034 || || |
|Phone: (011) 27026766 ||sd/- ||sd/- |
|Fax: 91-11 700-8010 ||Kuldeep Saluja ||Sharad Saluja |
|Email: firstname.lastname@example.org ||Director ||Managing Director |
|Website: www.acmeresources.in ||DIN-00289187 ||DIN-01516294 |