Your Directors are pleased to present their Twenty Ninth Annual Report and the AuditedStatement of Accounts for the year ended 31st March 2018.
1. Financial Results:
|Particulars ||2017-18 ||2016-17 |
| ||(Amount in INR) |
|Turnover ||- ||10066485 |
|Less: Expenses ||1980118 ||11447181 |
|Profit before Depreciation /Amortization (PBTDA) ||(1980118) ||(1380696) |
|Less : Depreciation ||230944 ||- |
|Net Profit before Taxation (PBT) ||(2211062) ||(1380696) |
|Provision for taxation ||- ||- |
|Profit/(Loss) after Taxation(PAT) ||(2211062) ||(1380696) |
|Provision for proposed Dividend ||- ||- |
|Dividend Tax ||- ||- |
During the financial year under review the Company did not have any turnover due to nobusiness as against the previous year's revenues of Rs. 10066485. Your Company hasregistered the net loss of Rs. 2211062 as compared to net loss of Rs. 1380696 duringthe previous year.
Your Directors feel that it is prudent to plough back the profits for future growth ofthe Company and do not recommend any dividend for the year ended March 31 2018.
4. Issue of Shares:
During the year under review there has been no further issue or reduction orconsolidation of the equity share capital of the Company.
5. Risk Management Policy:
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. TheCompany's internal control systems are commensurate with the nature of its business andthe size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors.
6. Internal Financial Controls with reference to Financial Statements:
The Company has in place adequate internal control with reference to financialstatements. The Board has adopted the policy and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policiessafeguarding of its assets the prevention and detection of errors and fraud the accuracyand completeness of the accounting records.
7. Directors' Responsibility Statement:
Pursuant to Section 134(3)(c) of the Companies Act 2013 your directors confirm that:
a) in the preparation of the annual accounts for the year ended March 31 2018 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;
b) such accounting policies have been selected and applied consistently and judgmentand estimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at March 31 2018 and of the profit of theCompany for the year ended on that date;
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual financial statements have been prepared on a going concern basis;
e) Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively.
f) systems to ensure compliance with the provisions of all the laws were in place wereadequate and operating effectively
8. Details of establishment of vigil mechanism for director and employees:
The Company had adopted a Whistle Blower Policy ("the Policy") as requiredunder Section 177(9) of the Companies Act 2013. The Policy has been formulated with aview to provide a mechanism for directors and employees of the Company to approach theEthics Counsellor/Chairman of the Audit Committee of the Company in case of any concern.The Whistle Blower Policy may be accessed on the Company's website at the link:www.artechpower.com
9. Directors and Key Managerial Personnel:
During the financial year under review the changes that occurred in the composition ofthe Board & Key Managerial Person (KMP) are as follows:
a) Mr. Hiten Shah (DIN: 05267139) resigned from the Board w.e.f July 3 2017.
b) Mr. S. K. Radhakrishnan (DIN: 06477373) resigned from the Board w.e.f. June 162017.
c) Ms. Darshana Lanjewar has been appointed as an Additional Director on the Boardw.e.f. May 29 2017 subject to the approval of shareholder at the ensuing AGM.
d) Ms. Dipti Mehta has been appointed on the Board as Additional Director from August12 2017 subject to the approval of shareholder at the ensuing AGM.
e) Ms. Alka Lanjewar has been appointed on the Board as Additional Director from August12 2017 subject to the approval of shareholder at the ensuing AGM.
f) Ms. Jheel Shah has been appointed as Company Secretary & Compliance Officer fromAugust 12 2017
g) Mr. Abhishek Chhag has resigned as the Company Secretary and Compliance Officerw.e.f. close of business hour on August 12 2017
h) Mr. Abhishek Jain (DIN: 07271912) resigned from the Board w.e.f. December 18 2017as the Managing Director of the Company.
i) Mr. Nilesh Mehta (DIN: 00139243) was appointed on the Board w.e.f December 18 2017as the Managing Director of the Company subject to approval at the ensuing AGM.
Post financial year the changes that occurred in the composition of the Boardare as follows:
j) Ms. Dipti Mehta (DIN: 05267139) resigned from the Board as the Director w.e.f August18 2018.
None of the Directors are disqualified for being appointed as the Director of theCompany in terms of Section 164 of the Companies Act 2013. The Company has receiveddeclarations from Independent Directors of the Company stating that they meet the criteriaof independence as mentioned under Section 149(6) of the Companies Act 2013.
Performance Evaluation of the Board Committees and Director
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015 the Board has carriedout an evaluation of its own performance performance of Individual Directors and theworking of its Committees.
The Director made a self-assessment of their effectiveness in terms of attendancecontribution at Meetings and guidance/support extended to the Management outsideBoard/Committee Meetings. The feedback received from the Directors was discussed andreviewed by the Independent Directors and also shared with Nomination and RemunerationCommittee.
Number of Meetings of the Board:
A calendar of meeting is prepared and circulated in advance.
During the year under review six meeting of the board of Directors were convened. Thedetails of which are given in the Corporate Governance Report. The intervening gap betweenany two meetings was within the period prescribed by the Companies Act 2013.
Committee of the Board:
The details of the Board committees are available in the report on corporate governancethat forms part of this Annual Report.
10. Contracts or Arrangements with Related Parties:
During the year under review the Company has not entered into any contract/arrangement/transaction with related parties. The Policy on materiality of related party transactionsand dealing with related party transactions as approved by the Board may be accessed onthe Company's website at the link: www.artechpower.com
11. Particulars of Loans given Investments made Guarantees given and Securitiesprovided:
There were no loans guarantees and investments made by the company under Section 186of the Companies Act 2013 during the year under review.
12. Particulars of Employees:
During the financial year under review there are no employees who comes within thepurview of Section 134 (3)(q) of the Companies Act 2013 read with Rule 5(2) & 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Disclosure relating to remuneration and other details as required under Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rule 2014 is annexed herewith as AnnexureA to this report.
13. Statutory Auditor:
M/s Vishves A. Shah & Co. were appointed as Statutory Auditors of the Company tohold office from the conclusion of the 25th Annual general meeting (AGM) untilthe conclusion of AGM to be held in the year 2018 subject to ratification at every AGM.The retiring auditors have furnished their eligibility certificate u/s 139 of theCompanies Act 2013 and rules famed thereunder to be re-appointed as the auditor of theCompany from the conclusion of the 29th Annual General Meeting to hold officetill the conclusion of 34th Annual General Meeting to be held in the year 2023.The Auditors' Report does not contain any qualification reservation or adverse remark.
14. Secretarial Auditor:
Mr. Kaushal Doshi the Practicing Company Secretary was appointed as SecretarialAuditor to undertake Secretarial Audit of the Company for the year 2017-18. HisSecretarial Audit Report in prescribed Form No. MR-3 is annexed herewith as "AnnexureB" to this report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
15. Conservation of Energy Technology Absorption Foreign Exchange Earnings &Outgo:
The information as required under Section 134(3)(m) of the Companies Act2013 withrespect to conservation of energy technology absorption and foreign exchange earnings andoutgo is not applicable for the year under review as the Company was down with losses andthere were no production activities.
16. Extract of Annual Return:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure C to this report.
17. Corporate Governance:
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The report on CorporateGovernance as stipulated under the Listing Agreement forms an integral part of this Reportand is annexed herewith as Annexure D to this report. The requisitecertificate from the Auditors of the Company confirming compliance with the conditions ofcorporate governance to the report on Corporate Governance.
18. Management Discussion and Analysis Report:
In compliance with the requirements of listing agreement a detailed ManagementDiscussion & Analysis Report is annexed herewith as Annexure E tothis report.
19. Clarification on Secretarial Auditors Report:
The Chairman on receipt of Secretarial Auditors Report had tabled the same before theBoard. The Board read and discussed the Noting of Secretarial Auditor and clarified thesame as below.
a. Directors Retiring by Rotation at the Annual General Meeting
The Company hereby gives clarification on the statutory item in the Notice"Directors Retiring by Rotation". "Due to the resignation of Directorsduring the year the Company's Board Composition had only Independent Director's and aManaging Director. However considering the above facts the Company has not consideredany director to retire by rotation at the 29th Annual General Meeting. Furtherthe company is not in a position to comply with the provision of Section 152 (6) of theCompanies Act 2013."
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
a. Details relating to deposits covered under V of the Companies Act 2013.
b. Issue of equity shares with differential right as to dividend voting or otherwise.
c. Issue of Shares (Including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
d. No significant or material order were passed by the regulators or courts ortribunals which impact the going concern status and the Company's operation in future.
e. There were no cases filed pursuant to the Sexual Harassment of Women at WorkplacePrevention Prohibition and Redressal) Act 2013.
f. The provision of Corporate Social Responsibility are not applicable to the Company.
g. Change of Registered Office:
The Company has received approval from Registrar of Companies & Regional Directorfor shifting registered office from 53/333E Top Floor Arden IVY Court Opp. RelianceFresh off. S. C. Bose Road Vyttila P.O. Cochin Ernakulum Kerala 682 019 to 101-1041st Floor Tower A Peninsula Corporate Park G. K. Road Lower Parel west Mumbai-400013Maharashtra with effect from June 09 2016.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the customers vendors and members during the year underreview. Your directors also wish to place on record their deep sense of appreciation forthe committed services by the Company's executives staff and workers.
| ||For ARTECH POWER & TRADING LIMITED |
| ||(Formerly Known as Artech Power Products Limited) |
| ||Sd/- |
| ||Nilesh Mehta |
|Place: Mumbai ||Chairperson & Managing Director |
|Date: August 18 2018 ||DIN: 00139243 |