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Inceptum Enterprises Ltd.

BSE: 538541 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE784P01035
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NSE 05:30 | 01 Jan Inceptum Enterprises Ltd
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OPEN 17.05
CLOSE 17.05
VOLUME 11
52-Week high 17.05
52-Week low 7.68
P/E
Mkt Cap.(Rs cr) 7
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Inceptum Enterprises Ltd. (INCEPTUMENTERP) - Director Report

Company director report

To

The Members of INCEPTUM Enterprises Limited

Your Directors have pleasure in presenting the Annual Report and the Audited Statementof Accounts for the year ended 31 March 2017.

FINANCIAL PERFORMANCE

(In Rs.)
Particulars 2016-2017 2015-2016
Total Income/Loss 17392370.00 10918101.00
Less: Total Expenses 17064214.40 10656602.00
Profit Before Tax 328155.60 261498.64
Profit/Loss after Tax 230442.60 180289.64

DIVIDEND

During the year under review to plough back the profits in the business activity nodividend is recommended this year.

RESERVE AND SURPLUS

The amount of Rs. 230442.60 /- is being transferred in the reserve and Surplus as theCurrent year profit.

FINANCIAL PERFORMANCE

During the year under review the Company's income is Rs. 17392370.00 /- as againstincome of Rs. 10918101/- in the financial year 2015-16.

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its nature of business.

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

There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.

RISK MANAGEMENT POLICY

The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides for constitution of a RiskCommittee which will work towards creating a Risk Register identifying internal andexternal risks and implementing risk mitigation steps. The Committee will on a quarterlybasis provide status updates to the Board of Directors of the Company.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is given herein below:

The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at the Registered Office of the Companyduring the business hours on working days of the Company upto the date of ensuing AnnualGeneral Meeting. If any Member is interest in inspecting the same such Member may writeto the Compliance officer in advance.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIALYEAR ENDED MARCH 31 2017-NOT APPLICABLE

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March 2017 provision ofsection 129 of the Companies Act 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.

STATUTORY AUDITORS

M/S. K.K. PAUL & CO. Chartered Accountants were appointed as Statutory Auditors ofyour Company at the Annual General Meeting held on 27th September 2016. As perthe provisions of Section 139 of the Companies Act 2013 the appointment of Auditors isrequired to be ratified by Members at every Annual General Meeting. The Report given bythe Auditors on the financial statements of the Company is part of the Annual Report.There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.

AUDITORS' REPORT

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.

EXTRACT OF THE ANNUAL RETURN

The extract of the annual return in form no. MGT - 9 has been annexed to the Report asAnnexure -1.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 314(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.

There was no foreign exchange earning & outgo during the financial year underreview.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.

DIRECTOR'S & COMMITTEES:

a) Changes in Directors and Key Managerial Personnel

During the year under review 2016-17 Mr. Retesh Singh was appointed as AdditionalDirector on the board of the company with effect from 16th May 2016 andregularized as the Director of the company in the Annual General Meeting of the companyheld on 27.09.2016. Except as mentioned above there was no change in the composition ofthe Board of Directors of the Company.

b) Declaration by an Independent Director(s) and re- appointment if any

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

c) Formal Annual Evaluation of Board

Pursuant to the provisions of companies Act 2013 the Board has carried out annualperformance evaluation of its own performance the directors individually as well theevaluation of the working of its Audit Nomination & Remuneration and StakeholderRelation committee.

Sexual Harassment:

The Company has zero tolerance for Sexual Harassment at workplace and has adopted aPolicy on prevention of Sexual Harassment in line with the provisions of Sexual Harassmentof Woman at Workplace (Prevention Prohibition and Redresssal) Act 2013 and the Rulesmade thereunder. There was no complaint on sexual harassment during the year under review.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

BOARD MEETINGS

During the year Fifteen Board Meetings were convened and held. The details of which aregiven below. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

S. No. Date of Meeting Total No. of Directors on the Date of Meeting No. of Directors attended
1. 20.04.2016 4 4
2. 16.05.2016 4 4
3. 28.05.2016 4 4
4. 13.08.2016 4 4
5. 25.08.2016 4 4
6. 27.06.2016 4 4
7. 11.11.2016 4 4
8. 13.02.2017 4 4

CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT

During the year under review the company has changed the Registrar and Share Transferto MCS Share Transfer Agent Ltd w.e.f 30.04.2016.

CHANGE OF REGISTERED OFFICE

During the period the Company has changed its Registered Office 114 Triveni ComplexJawahar Park Laxmi Nagar Delhi - 110092 to B-10 Near Muskan Restaurant Keshav chowkPanchshe Naveen Shahdara New Delhi East Delhi DL 110032 with effect from 27.06.16.

COMPOSITION AND MEETINGS OF AUDIT COMMITTEE

The Composition and terms of reference of the Audit Committee satisfy the requirementsof section 177 of the Companies Act 2013. Audit Committee met 4 times during thefinancial year 2016-17 on 28.05.2016 13.08.2016 11.11.2016 and 13.02.2017 and followingis the composition as on 31.03.2017:

Name of Member Designation Category
Ms. Geeta Bharti Chairman Non Executive and Independent Director
Mr. Gambheer Singh Member Non Executive and Independent Director
Mr. Vinayaprakash* Member Non Executive and Non Independent Director

COMPOSITION AND MEETINGS OF STAKEHOLDER RELATION COMMITTEE

The Composition and terms of reference of the Stakeholder Relationship Committeesatisfy the requirements Section 178 of the Companies Act 2013. The Committee met 4 timesduring the financial year 2016-17 on 28.05.2016 13.08.2016 11.11.2016 and 13.02.2017 andfollowing is the composition as on 31.03.2017:

Name of Member Designation Category
Ms. Geeta Bharti Chairman Non Executive and Independent Director
Mr. Gambheer Singh Member Non Executive and Independent Director
Mr. Vinayaprakash* Member Non Executive and Non Independent Director

NOMINATION & REMUNERATION COMMITTEE & ITS POLICY

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of the Companies Act 2013. The detailsof the Composition of the Nomination and Remuneration Committee are given below as on31.03.2017: The Committee met 4 times during the financial year 2016-17 on 28.05.201613.08.2016 11.11.2016 and 13.02.2017 and following is the composition as on 31.03.2017:

Name of Member Designation Category
Ms. Geeta Bharti Chairman Non Executive and Independent Director
Mr. Gambheer Singh Member Non Executive and Independent Director
Mr. Vinayaprakash* Member Non Executive and Non Independent Director

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy is explained in corporate governance report and alsoposted on the website of company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

MANAGERIAL REMUNERATION POLICY

Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhas on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors Senior management and their Remuneration.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company maintains appropriate systems of internal control including monitoringprocedures to ensure that all assets are safeguarded against loss from unauthorized useor disposition. Company policies guidelines and procedures provide for adequate checksand balances and are meant to ensure that all transactions are authorized recorded andreported correctly.

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Sumit Gupta & Associates Company Secretaries to undertake theSecretarial audit of the Company for the Financial Year 2016-17 and the report is attachedherewith.

With respect to the qualifications the Company is searching the best candidate for thepost of Company Secretary and Chief Financial officer and would try to intimate and filethe required information/compliances timely.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

No significant and material orders have been passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.

AUDIT OBSERVATIONS

Auditors' observations are suitably explained in notes to the Accounts and areself-explanatory

HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who are in receipt ofRemuneration which requires disclosures under Section 134 of the Companies Act 2013 andCompanies (Particulars of Employees) Rules 1975.

During the year under review relationship with the employees is cordial.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that -

(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 laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Directors take this opportunity to express their thanks to various departments of theCentral and State Government Bankers Material Suppliers Customers and Shareholders fortheir continued support and guidance.

The Directors wish to place on record their appreciation for the dedicated efforts putin by the employees of the Company at all levels

By Order of the Board of Directors

For Inceptum Enterprises Limited

Sd/- Sd/-
Place: New Delhi Gambheer Singh Vinayaprakash
Date: 04.09.2017 Director Director
DIN 06766095 DIN 07304994