To The Members
Your Directors take pleasure in presenting their 28th Annual Report and AuditedAccounts of the Company for the year ended 31st March2018.
The summarized financial results for the year ended 31st March 2018 are as follows:-
| || ||2017-18 || ||2016-17 |
|Total Income || ||67.99 || ||36.44 |
|Profit before Interest& Depreciation || ||(-)4.08 || ||(-)4.87 |
|Interest: || ||- || ||- |
|Depreciation: ||0.01 ||(-) 0.01 ||0.01 ||(-) 0.01 |
|Profit before tax || ||(-)4.09 || ||(-)4.88 |
|Less: Tax Expenses || ||- || ||- |
|Profit/Loss(-) for the Year || ||(-)4.09 || ||(-)4.88 |
|Balance Loss (-) brought forward from previous year || ||(-) 215.56 || ||(-) 210.68 |
|Balance carried to Balance Sheet (Loss) || ||(-) 219.65 || ||(-) 215.56 |
Keeping in view the accumulated losses and the losses for the year under review thedirectors are unable to recommend payment of any dividend forthe year under review.
As regards "other notes to Accounts" the directors wish to clarify that theloan has been advanced to Diadem enterprises duly complying with the relevant provisionsof the Companies' act 2013 and is within the permissible limit laid down under theprovisions of the said Act. Pending deployment of funds in other Projects the companycould earn interest to meet its day to day expenses and other liabilities. The loan isrepayable on demand. The Company is in the process of identifying Projects wherein it caninvest its funds forthe long term forthe benefit of its shareholders.
Commercial operations of the company has just resumed on an experimental basis duringthe year under review. The new management has identified Packaging Materials business as anew area. The new management has the expertise and experience to run this type ofbusiness. In order to enable the Company to undertake businesses as above it is proposedto amend the Main Objects Clause of the Memorandum of Association by adding the newobjects.
Your Company will comply with the provisions of the Companies'Act 2013 and directionsof the stock exchanges/SEBI/other Governmentauthorities in connection with the alterationof the Objects clause of the Memorandum of Association.
Dr.Vemareddy Srutha Keerthi Director retires by rotation and is eligible forre-election. Shri Nirmal Kumar Dash one of the independent directors resigned with effectfrom 08th Feb. 2018. Shri Kranthikumar Chimakurthi has been appointed by the Board as anIndependent Director for a term of five years on 9th August 2018. He holds office uptothe Annual General Meeting. The Board recommends to Members his appointment as anindependent directorfor a term of five years.
There is no other change in directorship.
During the Financial Year ended 31.3.2018 Board Meetings held on11.4.1724.5.1710.7.17 10.8.17 28.9.17 8.11.17 and 8.2.18. Shri Nirmal Kumar Dash oneof the independent directors has resigned with effect from 8th Feb. 2018. ShriKranthikumar Chimakurthi has been appointed by the Board as an Independent Director on9.8.18 fora term of five years. He holds office upto the Annual General Meeting. The Boardrecommends to Members his appointment as an independent directorfor a term of five yearsfrom the date of appointment.
Your Company has a policy of appointing adequately qualified persons only to the Boardkeeping in view the requirements of listing agreement with the stock exchanges and theCorporate Governance guidelines.
During the Financial Year under reporting Audit Committee met on 11.4.17 24.5.1710.8.17 28.9.17 8.11.17 and 8.2.18. Stake holders Grievances Committee met on 11.4.1710.7.17 6.10.17 and 7.1.18. Nomination and Remuneration Committee met on 11.4.17 24.5.17and 10.8.17. Share Transfer Committee met on 21.6.17 4.8.17 18.0817 6.10.17
18.104.22.168.22.214.171.124 .1817.1.18 and 21.2.18.
Shri Nirmal Kumar Dash Independent Director resigned with effect from 8th Feb. 2018.Shri Kranthikumar Chimakurthi has been appointed by the Board as an Independent Directoron 9th August 2018 for a term of five years from the date of appointment. He holds officeupto the Annual General Meeting. The Board recommends to Members his appointment as anindependent director for a term of five years..Shri V.Shankarand Shri Kranthikumar Cindependent directors on the board of the Company have furnished a declarations to thecompany under Section 149(7) of the Companies Act 2013 saying they meet the criteria ofindependent directors as laid down underSection 149(6)ofthe Companies'Act 2013.
Independent directors hold one separate meeting every year. Independent Directors arenot liable to retire by rotation.
BOARD COMMITTEES AUDIT COMMITTEE
Shri Radesh Rangarajan continues as the Chairman and Shri Nirmal Kumar Dash anindependent director continued as Member upto 8.2.2018. Shri V.Shankar an independentdirector has been inducted as a Member. Audit Committee met six times during the FinancialYear on 11.4.17 24.5.17 10.8.17 28.9.17 8.11.17 and 8.2.18. Shri EDM Menon CompanySecretary is Secretary to the Committee.
The role and duties of the audit committee have been defined by the Board of directorsand generally cover the areas mentioned underClause49ofthe Listing Agreement besides otherterms as may be referred to the Committee by the Board of Directors from time to time.
STAKEHOLDERS GRIEVANCES COMMITTEE
Shri Radesh Rangarajan Director continues as Chairman and Shri V.Shankar Director hasresigned and Shri Pavan Kumar Matli WTD and Dr.Vemareddy Srutha Keerthi have beeninducted as Members of the Committee. Stakeholders Grievances Committee met four timesduring the Financial Yearon 11.4.1710.7.176.10.17and 7.1.18.
Shri EDM Menon Company Secretary is the compliance officer. The Company has attendedto all valid requests for transfer received during the year ended 31st March 2018 and nosuch transfer is pending.
NOMINATION & REMUERATION COMMITTEE
Shri Nirmal Kumar Dash continued as the Chairman till his resignation on 8.2.18. ShriV.Shankar continues as Member. Further Shri Pavan Kumar Matli has been inducted as thethird Member of the Committee. The Committee met three times during the Financial Yearon11.4.1724.5.17 and 10.8.17 to review the remuneration of Directors Executive and others.
SHARE TRANSFER COMMITTEE
Shri Pavan Kumar Matli Whole Time Director has taken over as the Chairman of ShareTransfer Committee and Shri Radesh Rangarajan continues as Member. Dr.Vemareddy SruthaKeerthi has been inducted as a third member of the Committee. Share Transfer Committee metnine times during the Financial Yearon 21.6.17 4.8.1718.0817 6.10.17 5121722.12.17
8.1 .1817.1.18 and 21.2.18. All valid transfers/transmissions have been attended toand no transfer is pending as on 31st March 2018.
The Company has advanced a loan of Rs.150.00 lacs to M/s. Diadem Enterprises Pvt Ltd.Chennai at an interest rate of 10% p.a. This loan is repayable on demand. M/s. DiademEnterprises Pvt.Ltd. are the manufacturers of multi coloured labels for various products.
CORPORATE SOCIAL RESPONSIBILITY
The Company is fully aware of its corporate social responsibility. Your company is notpresently involved in any manufacturing activity. As it is involved in trading activitiesin a limited way right now it has very limited employees. When it expands its operationsit will earmark a part of its revenue forsocial initiatives in and around the area of itsoperations.
RISK MANAGEMENT POLICY
The Company will have a risk management policy as and when it restarts itstrading/manufacturing operations in a large scale. Company's risk will be coveredadequately by insurance policies in the long term.
Your Company has not accepted or invited any fixed deposits during the period underreview.
M/s. Prasan &Associates Chartered Accountants Chennai were appointed as StatutoryAuditors of the company for a period of three years from the conclusion of the 25th AGMuntil the conclusion of the 27th Annual General Meeting held in Sept. 2017. M/s Prasan& Associates are entitled for a term of five years and therefore in accordance withthe recommendation of the Audit Committee and the Board shareholders have appointedM/s.Prashan & Associates Chartered Accountants Chennai as Statutory Auditors in thelastAGM held in Sept. 2017 fora term of another two years upto conclusion of AGM inSept. 2019 subject to ratification by shareholders in the forthcoming AGM. The Boardtherefore recommends to shareholders ratification of appointment of M/s.Prasan &Associates for a further period of one year i.e. from the conclusion of this AGM untilthe conclusion of the nextAGM to be held in Sept. 2019.
Pursuant to provisions of section 204 of the Companies Act 2013 and Companies(appointment appointment of Managerial Personnel) Rules 2014 the Board of Directors ofthe Company has appointed Mr.T. Durga Prasad Practising Company .Chennai MembershipNo.6316 (Certificate of Practice No.154581) to undertake the Secretarial Audit of theCompany for the Financial Year ended 31st March 2018. The Secretarial Audit Report in thePrescribed Form No.MR- 3 dated 09th August 2018 is annexed asAnnexure C'. Mr DurgaPrasad has been re-appointed as Secretarial Auditors for 2018-19 also.
"As regards observation in the Secretarial audit report we would like to clarifythat upon appointment of an independent director Mr.Kranthikumar Chimakurthi to fill thevacancy caused by the resignation of Mr NK Dash all the Board committees including theAudit Committee has been reconstituted to comply with the Listing Agreement".
CHIEF FINANCIAL OFFICER
In accordance with the Rules Mr.G.Nandhivarman from Chennai has been appointed asChief Finance Officer of the Company during the Financial Year 2014-15. He continues asChief Financial Officer. Mr.Nandhivarman is experienced and adequately qualified to lookafter the financial affairs of the Company.
To comply with the Rules Mr.Vijaya Sujanakar Management Consultants having hisoffice at 23/32 Narayanasamy 2nd Street West Saidapet Chennai - 600 015 was appointedan Internal Auditor of the Company for the Financial Year 2017-18. Audit Committee hasnoted that Mr.A.Vijaya Sujanakar is a person with extensive experience in AccountingTaxation and Internal Audit matters. He has agreed to continue as an Internal Auditorofthe company for the financial year 2018-19 also.
PARTICULARS OF EMPLOYEES
There are no employees whose particulars are to be furnished pursuant to Section197(12) of the Companies'Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
There are no particulars which are required to be furnished pursuant to Section 134 ofthe Companies Act 2013 as the production activities of the Company remained suspendedduring the year under review. The company has neither earned nor utilized any foreignexchange during the year under review.
LISTING OF SHARES
The shares of the Company are listed with BSE Ltd. Mumbai. Jaipur Stock Exchange Ltd.Jaipur and Delhi Stock Exchange Assn.Ltd. Delhi have been derecognized by SEBI. StockExchange Regulations are complied with from time to time. Demat facilities are availablewith NSDLand CDSL. INE Numberis INE709D01012forCDSLand NSDL
COMPULSORY DEMAT OF SHARES
As per SEBI/BSE directive no Shares of your company can be transferred in physical formafter 5th Dec. 2018. Therefore Shareholders are requested to Demat their holdings withoutdelay.
KYC UPDATIONI INFORMATION
As per SEBI directive all shareholders may update with the company/Registrars theirAadhar Number PAN Number and Bank Account Details.
REGISTRARS AND SHARE TRANSFERAGENT
M/s.Link Intime India Pvt.Ltd. 44 Community Centre 2nd Floor Naraina IndustrialArea Phase-I Near PVR Naraina New Delhi 110028 continue to be Company's Registrar andShare Transfer Agents. All Members are requested to contact them for any kind of sharerelated matters.
IMPLEMENTATION OF THE CORPORATE GOVERNANCE
Adetailed report on Corporate Governanace is annexed hereto and forms an integral partof this Report Prevention and Prohibition of Sexual Harassment of Women at Work Place
Your Company has no woman employee as of now as the company is on the lookout for newprojects. The company will have adequate mechanism as laid down under the Rules forprevention and prohibition of sexual harassment of women as and when itemploys women.
MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's discussion and analysis in compliance with Clause 49 of the ListingAgreement is attached and forms part of this Report.
DIRECTORS RESPONSIBILITY STATEMENT
In pursuance of Section 134(5) of the Companies' Act 2013 the Directors herebyconfirm that while preparing the Annual Financial statements the Company has adhered tothe following:-
1. In the preparation of the said financial statements the company has followed theapplicable standards referred to in Section 133 of the Companies'Act 2013.
2. The Company has followed the said Accounting Standards and has been applying themconsistently and has made judgment and estimates that are reasonable prudent and are inthe interest of the company's business so as to give a true and fair view of the state ofaffairs of the company as at 31st March 2018 and the Profit/Loss of the Company for thesaid period.
3. The Directors have taken proper and sufficient care for the 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.
4. The Directors have prepared the financial statements on a going concern basis.
5. The Directors have laid down internal financial controls which are adequate and areoperating effectively.
6. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
| || |
By Order of the Board of Directors
| ||Sd/- ||Sd/- |
|Place: Chennai ||Radesh Rangarajan ||Pavan Kumar Matli |
|Date: 9th August 2018 ||Director ||Whole Time Director |