Athena Constructions Ltd.
|BSE: 539099||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE291R01011|
|BSE 00:00 | 14 Nov||Athena Constructions Ltd|
|NSE 05:30 | 01 Jan||Athena Constructions Ltd|
|BSE: 539099||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE291R01011|
|BSE 00:00 | 14 Nov||Athena Constructions Ltd|
|NSE 05:30 | 01 Jan||Athena Constructions Ltd|
To The Members
The Board of Directors of Your Company take pleasure in presenting the Eighth AnnualReport on the operational and business performance along with the Audited FinancialStatements for the financial year ended March 31 2019.
The Company's Financial Performance for the financial year ended March 31 2019 issummarized below:
(Rs. in Lakhs)
RESULT OF OPERATIONS AND STATE OF AFFAIRS
The total Income of the company for the year under review is Rs. 33.50 Lacs as againstprevious year Rs. 70.88 Lacs. The Profit After Tax stood at Rs. (13.32) Lacs compare toprevious year Rs. 4.66 Lacs. Due to lower receipt of Contractual Receipt there is not muchincome during the year. Your Directors are expecting better result in coming financialyear.
TRANSFER TO RESERVE IN TERMS OF SECTION 134(3) OF THE COMPANIES ACT 2013
For the financial year ended on March 31 2019 the Company has not transferred anyamount to Reserve.
Your directors regret to inform you that we do not recommend any dividend for the year.
There is no balance lying in unpaid equity dividend account.
The Company does not have any subsidiary.
(A) Authorized Share Capital
The Company's Authorized Capital stands Rs. 80000000 (divided into 8000000 EquityShare of Rs. 10/- each). During the Year there has been no change in the authorized sharecapital.
(B) Issued and Paid-up Share Capital
During the Year under review the Company has not issued any further equity sharecapital. As at March 31 2019 the paid-up equity share capital of the company wasRs.75000000 divided into 7500000 equity shares of Rs.10/- each.
DIRECTORS AND KEY MANAGERIAL PERSONNELS
During the year under review Mrs. Asha Shashikant Rathi has been appointed asIndependent Women Director on the board and Mr. Himanshu Maheshwari and Ms. Rani Ajay Jhaleft he Company board placed on record appreciation for the support and services theyhave rendered during their tenure as director.
Further Ms. Nisha Jain company secretary left the company. However Company hasappointed Ms. Pallavi Chavan as Company Secretary cum compliance officer with effect from1st December 2019.
In accordance with provision of Section 152 of the Companies Act 2013 and Articles ofAssociation none of the Directors are liable to retire by rotation in the ensuing generalmeeting.
Based on the confirmation received none of the Directors are disqualified for beingappointed/reappointed as directors in terms of Section 164 of the Companies Act 2013.
During the Year under review no stock options were issued to the Directors of theCompany.
In accordance with the provisions of Section 177 of the Companies Act 2013 andRegulation 18 of SEBI (LODR) Regulation 2015 the Company has constituted an AuditCommittee comprising of the following Directors as on date viz. Mr. BrijkishoreRuia(Chairman) Mr. Shashikant Rathi and Mrs. Asha Maheshwari.
Audit Committee acts in accordance with the terms of reference specified from time totime by the Board.
There is no such incidence where Board has not accepted the recommendation of the AuditCommittee during the year under review.
During the year ended March 31 2019 Four (4) Audit Committee meetings were held on30th May 2018 5th September 2018 14thNovember 2018 and 14thFebruary 2019.
EVALUATION OF BOARD:
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Committee Nomination & RemunerationCommittee and Shareholder Grievance Committee.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In Compliance with the provision of Section 177(9) the Board of Directors of theCompany has framed the "Whistle Blower Policy" as the vigil mechanism forDirectors and employees of the Company. The Whistle Blower is disclosed on the website ofthe Company.
The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of co-employees and the Company.
All Protected Disclosures reported under the Policy are to be thoroughly investigatedby the Committee concerned or by a person designated by such committee. As per therequirement of Listing Regulations details of Vigil Mechanism is provided on the Websiteof the Company i.e.www.athenaconstructions in.
NOMINATION AND REMUNERATION COMMITTEE
In accordance with the provisions of Section 178(1) of the Companies Act 2013 andregulation 19 of SEBI (LODR) Regulations 2015 the Company has constituted a Nominationand Remuneration Committee comprising of the following Directors viz. Mr. BrijkishoreRuia(Chairman) Mr. Shashikant Rathi and Mrs. Asha Maheshwari.
Nomination and Remuneration Committee acts in accordance with the terms of referencespecified from time to time by the Board.
During the year ended March 31 2019 Four (4) Nomination and Remuneration Committeemeetings were held on 30thMay 2018 5thSeptember 2018 14thNovember 2018 and14thFebruary 2019.
STAKEHOLDERS RELATIONSHIP COMMITTEE
In accordance with the provisions of Section 178(5) of the Companies Act 2013 andregulation 20 of SEBI (LODR) Regulations 2015 Stakeholders Relationship Committeecomprising of the following Directors viz. Mr. BrijkishoreRuia (Chairman) Mr. ShashikantRathi and Mrs. Asha Maheshwari.
Stakeholders Relationship Committee acts in accordance with the terms of referencespecified from time to time by the Board.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODEOF CONDUCT
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of section149(6) of the Companies Act 2013 and there is no change in the circumstances as on thedate of this report which may affect their respective status as an independent director.
(a) that necessary declaration with respect to independence has been received from allthe Independent Directors of the company;
b) that all the Independent Directors have complied with the Code for IndependentDirectors prescribed in Schedule IV to the Companies Act 2013.
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposits from public was outstanding as on the date of thebalance sheet or renewed any fixed deposits during the year.
LOANS GUARANTEES AND INVESTMENTS
The details of Loans Guarantees and Investments covered under the provisions ofSection 186 of the Companies Act 2013 (the Act) are given in the notes to the FinancialStatements.
MEETINGS OF THE BOARD
Your Company holds at least four Board meeting in a year one in each quarterinter-alia to review the financial results of the company. The company also holdsadditional board meeting to address its specific requirements as and when required. Allthe decisions and urgent matters approved by way of circular resolutions are placed andnumbered and noted at the subsequent Board meeting. Annual calendar of the meeting of theboard are finalized well before the beginning of the financial year after seekingconcurrence of all the Directors.
During the financial year 2018-19 Four (4) Board Meetings were convened and held. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and the Securities Exchange Board of India (Listing Obligation and DisclosureRequirements) Regulations 2015.
Your Company has constituted Audit Committee as per the provisions of Section 177 ofthe Companies Act 2013 and Provisions of the Securities Exchange Board of India (ListingObligation and Disclosure Requirements) Regulations 2015. It coordinated with theStatutory Auditors Internal Auditors and other key personnel of the Company and hasrendered guidance in the areas of internal audit and control finance and accounts.
The Nomination and Remuneration Committee recommends to the Board the suitability ofcandidates for appointment as Key Managerial Personnel Directors and the remunerationpackages payable to them and other employees. The Nomination and Remuneration Committeemet Three times during the year.
The Audit Committee and other Board Committee meet at regular intervals and ensure toperform the duties and functions as entrusted upon them by the Board.
PARTICUALRS OF EMPLOYEES:
There was no employee drawing remuneration in excess of limits prescribed under Section197 (12) of the Companies Act 2013 read with Rule 5 (2) and 5 (3) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
The disclosure pertaining to remuneration as required under Section 197 (12) of theCompanies Act 2013 read with rules 5 (1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 forms part of Directors report and is provided in theAnnual Report.
Having regard to the provisions of the first proviso to Section 136(1) of the CompaniesAct 2013 and as advised the Annual Report excluding the aforesaid information is beingsent to the members of the Company. The said information is available for inspection atthe registered address of the company during working hours and any member interested inobtaining such information may write to the Company Secretary and the same will befurnished on request. The full annual report including the aforesaid information is beingsent electronically to all those members who have registered their email addresses and isavailable on the company's website.
DIRECTORS' RESPONSIBILITY STATEMENT:
You Directors would like to inform that the audited financial statements for the yearended March 31 2019 are in conformity with the requirements of the Companies Act 2013and they believe that the financial statements reflect fairly the form and substance oftransactions carried out during the year and reasonably present the Company's financialcondition and result of operations. These financial statements are audited by M/s. P. C.Surana& Co. Chartered Accountants and statutory auditors of the Company.
Pursuant to the provisions of section 134(5) of the Companies Act 2013 it is herebyconfirmed that:
(i) in the preparation of the accounts for the financial year ended March 31 2019 theapplicable accounting standards have been followed along with proper explanation relatingto material departures; if any;
(ii) the Directors have 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 as at Mach 31 2019 and Profit of theCompany for the year under review;
(iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) the Directors have prepared the accounts for the financial year ended March 312019 on a `going concern' basis.
(v) the director have laid down internal financial control to be followed by thecompany and the such internal controls are adequate and are operating effectively; and
(vi) the Directors had devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
In the Annual General Meeting held on September 30 2016 M/s. P. C. Surana& Co.Chartered Accountants Mumbai were appointed as the Statutory Auditors of the Company tohold office from the conclusion of that AGM until the conclusion of the Eleventh AnnualGeneral Meeting to be held thereafter (subject to ratification of the appointment by theMembers at every AGM held after that AGM).
In terms of the first proviso to Section 139 of the Act read with the Rule 3(7) ofCompanies (Audit and Auditors) Rules 2014 the appointment of the auditor shall besubject to ratification by the Members at every annual general meeting till the expiry ofthe term of the Auditor. Accordingly the appointment of M/s. P. C. Surana& Co.Chartered Accountants Mumbai as the Statutory Auditors of the Company is placed forratification by the Members.
Comments on Auditor's Report
The notes referred to in the Auditors report are self-explanatory and as such they donot call for any further explanation.
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed Ms. Namrata Vyas Proprietor of M/s. Namrata Vyas &Associates Practicing Company Secretary Mumbai to undertake the secretarial audit ofthe company for the financial year 2019-20.
The Secretarial Audit Report for the financial year ended March 31 2019 is annexed tothis report. The said report does not contain any qualification reservation and adverseremark except appointment of Internal Auditor in this regard Board has clarify that theyare identifying suitable person for the same.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were onan arm's length basis and that the provisions of Section 188 of the Companies Act 2013 arenot attracted.
Thus disclosure in form AOC-2 is not required. Further there are no materiallysignificant related party transactions made by the Company with Promoters and Directors orother designated persons which may have a potential conflict with the interest of theCompany at large.
EXTRACT OF ANNUAL RETURN
Pursuant to section 134(3) and section 92(3) of the Companies Act 2013 read with Rule12 of the Companies (Management and Administration) Rules 2014 the extract of the AnnualReturn as at March 31 2019 in the prescribed form MGT-9 forms part of this report andis annexed to this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULARORS COURTS AND TRIBUNALS
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and company's operation in future.
MATERIAL CHANGES AND COMMMITMENTS
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements arerelates and the date of this report except as below :-
Ms. Pallavi Chavan Company Secretary has appointed with effect from 1st December2019.
CORPORATE GOVERNANCE REPORT
Pursuant to the provisions of Regulation 15(2) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 compliance with the provisions of theCorporate Governance are not applicable to the Companies having paid up equity sharecapital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore as on thelast day of previous financial year or on the Companies listed on SME Exchange.
In view of above as per the latest Audited Financial Statement of the Company as at31stMarch 2019 the paid-up Equity Share Capital and the Net Worth of the Company does notexceed the respective threshold limit of Rs. 10 Crore and Rs. 25 Crore as aforesaid;hence compliance with the provisions of the Corporate Governance are not applicable to theCompany.
RISK MANAGEMENT POLICY
The Company has laid down procedure to inform the Board about risk assessment &minimization procedure. The risk management approach is based on a clear understanding ofthe variety of risks that the organization faces disciplined risk monitoring andmeasurement and continuous risk management and mitigation measures.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your company has internal financial controls which are adequate and were operatingeffectively. The controls are adequate for ensuring the orderly & efficient conduct ofthe business including adherence to the Company's Policies the preventions anddetections of frauds & errors the accuracy and completeness of accounting records andtimely preparation of reliable financial information.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:
During the year under review the Company has not carried out any manufacturingactivity and hence the Directors have nothing to report under Section 134 (3) (m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 withreference to Conservation of Energy and Technology Absorption. There was no foreignexchange earnings and outgo during the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Disclosure as per Rule 9 of the Companies (Corporate Social responsibility Policy)Rules 2014 are not applicable to the Company.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
During the year the Company has adopted a policy for prevention of Sexual harassment ofwomen at workplace and has not received any compliant of harassment.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Shareholders Bankers regulatory bodies and other businessconstituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for thecommitted displayed by all executive officer and staff resulting in successfulperformance of the Company.
For and on behalf of the Board of Directors
Santosh Nagar Managing Director
Place : Mumbai
Date :November 26 2019