CENTERAC TECHNOLOGIES LIMITED
Your Directors have pleasure in presenting 26th Annual Report of the Companytogether with the Audited Financial Statements of the Company for the year ended 31stMarch 2019.
1. FINANCIAL RESULTS
|Particular ||For the financial year ended 31st March 2019 ||For the financial year ended 31st March 2018 |
| ||(Amount in Rs. In Lac) ||(Amount in Rs. In Lac) |
|Revenue from Operations ||5.50 ||41.89 |
|Other Income ||1.55 ||8.22 |
|Total Income ||7.05 ||50.11 |
|Less: Expenses ||12.81 ||105.45 |
|Less: Depreciation & Amortization Expenses. ||0.01 ||1.91 |
|Profit/ (Loss) before tax ||(5.77) ||(57.25) |
|Tax Expenses || || |
|Current Tax ||NIL ||5.79 |
|Deferred Tax ||(0.44) ||1.54 |
|Profit/(Loss) after Tax ||(5.37) ||(64.57) |
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
During the financial year under review the Company has earned a total revenue of Rs5.50 /- lacs as compared to the previous years' revenue of Rs.41.89 /- lacs. The Companyhas incurred a Loss of Rs.5.37/- lacs as compared to the previous years' Net Loss ofRs.64.57/- lacs. Your Directors are continuously looking for avenues for future growth ofthe company.
In view of losses incurred by the Company during financial year the Board does notrecommend any dividend for the financial year ended 31st March 2019.
During the financial year under consideration your Company has not accepted any publicdeposits within the meaning of section 73 of the Companies Act 2013 and the rules madethere under.
INTERNAL FINANCIAL CONTROLS
Pursuant to Rule 8 (5) (viii) of Companies (Accounts) Rules 2014 the Company has anadequate internal financial control system commensurate with the size of its businessoperations.
BOARD OF DIRECTORS AND THEIR MEETINGS
The Board at present consists of 4 Directors. The Board of Directors is dulyconstituted.
During the year Six Board Meetings held. The dates of Board Meetings along withattendance of each Director is given below:
|Sr. No ||Date of Board Meeting ||Name of Director and Attendance details |
| || ||Mr. ASHWANI KUMAR SINGH ||Ms. ANUPAMA AHWANI KUMAR SINGH ||Mr. IYENGAR ||RAVI Mr. MOHAN JAYAKAR |
|1. ||02/05/2018 ||Present ||Present ||Present ||Present |
|2. ||23/05/2018 ||Present ||Present ||Present ||Present |
|3. ||30/05/2018 ||Present ||Present ||Present ||Present |
|4. ||14/08/2018 ||Present ||Present ||Present ||Present |
|5. ||14/11/2018 ||Present ||Present ||Present ||Present |
|6. ||13/02/2019 ||Present ||Present ||Present ||Present |
Details of all the Committee along with their composition and meetings held during theyear under review are given in the Corporate Governance Report. The intervening gapbetween the companies was within the period prescribed under the Companies Act 2013.
Separate meetings of Independent Directors pursuant to Section 149 (7) read withSchedule VI of the Companies Act 2013 was held on 13th February 2019.
There has been no change in the composition of the Board during the year under review.
After the financial year there is a change in Board
Mr. Rajarshi Roy (DIN: 01727056) was appointed as Additional Director on 22nd April2019 and holds office till the ensuing Annual General Meeting.. His approintment asIndependednt Director for the term of Five Years is recommended.
Mr. Mohan Jayakar resigned as Director(s) w.e.f. 22nd April 2019 The Boardappreciates the contribution made by them to the business & growth of the Companyduring their tenure as Director.
Mr. Ashwani Kumar Singh was appointed as CFO of the Company w.e.f. 22nd April 2019.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013your Directors state that:
a. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any;
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 as at 31st March 2019 and ofits profit and loss for the year ended on that date;
c. The directors had 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;
d. The directors had prepared the annual accounts on a going concern' basis; and
e. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
The members at the Annual General Meeting (AGM) held on September 30 2014 approvedthe appointment of M/s Bansi S. Mehta & Co. (Firm Registration no. 100991W) asStatutory Auditors of the Company for the residual term of Five (5) financial years i.e.upto FY 2018-19.
Pursuant to Companies (Audit and Auditors) Second amendment Rules 2017 dated 22ndJune 2017 Company is out of the ambit of applicability of rotation of Auditorsconsidering the same the Board of Directors recommended appointment of M/s. M/s. R BPandya & Co. Chartered Accountants Mumbai(Firm Registration No. 107331W) asStatutory Auditors of the Company for the further term of five (5) financial years i.e. upto 2023-2024.
AUDIT REPORT EXPLANATIONS
There was a qualification reservation or adverse remark or disclaimer made by theauditor in his report.
The Management is doing the required measures to be in compliance for the remarksmentioned by the auditors.
The provisions of Section 204 of the Companies Act 2013 read with the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Ms. Riddhi Shah a Company Secretary in Practice to undertake the SecretarialAudit of the Company for the Financial Year 2019-20. The Secretarial Audit Report (MR-3)is annexed herewith as Annexure B.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Committees.
POLICY FORMULATED BY NOMINATION AND REMUNERATION COMMITTEE/ CODE OF CONDUCT / INSIDERTRADING
The Board has on the recommendation of the Nomination and Remuneration Committee frameda policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
The Company has adopted the Code of Conduct as required and posted on Company's website.
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance beyond threshold limit mentioned in the policyfor dealing in the Company's shares and prohibits the purchase or sale of Company sharesby the Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the TradingWindow is closed. The Company Secretary is responsible for implementation of the Code. AllBoard Directors and the designated employees have confirmed compliance with the Code.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
There was no loan given or guarantee given or investment made or security providedpursuant to Section 186 of the Companies Act 2013 during the year under review andhence the said provisions are not applicable.
PARTICULARS OF EMPLOYEES:
Details pursuant to Rule 5 (2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended w.e.f. 30th June 2016 are notprovided since there is no employee drawing remuneration more than Rs. 10200000/- perannum when employed throughout the year or Rs. 850000/- per month when employed for apart of the year.
RISK MANAGEMENT POLICY
A detailed exercise is being carried out to identify evaluate manage and monitor bothbusiness and non-business risk. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.
DISCLOSURE REGARDING EXERCISE OF VOTING RIGHTS BY EMPLOYEES UNDER SECTION 67(3) OFCOMPANIES ACT 2013
No employee is holding any shares in the Company and hence the disclosure requiredunder Section 67(3)(c) of the Companies Act 2013 read with Rule 16(4) of Companies(Share Capital and Debentures) Rules 2014 in respect of voting rights not exerciseddirectly by them is not given. Further the Company during the financial year did notadvance any money to any person for subscribing shares of the Company.
DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES
The Company has not availed any loans from its Directors or from their relatives duringthe financial year. Hence the details required under Clause (viii) of Rule 2 of Companies(Acceptance of Deposits) Rules 2014 are not given.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
Conservation of Energy: The Company is not utilizing power for any of theactivities of the Company except power used for office purposes. Hence no energyconservation measures are required.
Technology Absorption: The Company has not taken any technical know-how from anyoneand hence there is no question of technology absorption as such necessary information hasnot been given.
Foreign Exchange Earnings and Outgo: The Company has neither imported nor exportedany goods or services during the year and hence there is no impact on foreign exchangeearnings or outgo.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
There was contract or arrangement made with related parties as defined under Section2(76) read with Section 188 of the Companies Act 2013 during the year under review.
As mentioned in Notes to Accounts
The Extract of Annual Return in Form MGT-9 pursuant to the provisions of Section 92read with Rule 12 of the Companies (Management and Administration) Rules 2014 isfurnished in Annexure -A
ADDITIONAL DISCLOSURES UNDER COMPANIES ACT 2013:
a) The Company has not issued any bonus shares sweat equity shares shares withdifferential voting rights and equity shares on rights basis during the year under review.
b) It is not proposed to transfer any amount to reserves.
c) No material changes and commitments which could affect the Company's financialposition have occurred between the end of the financial year of the Company and date ofthis report.
d) There was no change in the nature of business during the year under review. e) Theprovisions regarding receipt of remuneration or commission from holding or subsidiary ofthe Company are not applicable and hence the disclosure under Section 197 (14) is notrequired.
f) The Company was not required to appoint any Key Managerial Personnel during the yearunder review.
g) The provisions pertaining to the appointment of Independent Directors do not applyto the Company.
h) The provisions relating to constitution of Nomination and Remuneration Committee andformulation of Nomination and Remuneration Policy are not applicable to the Company.
i) The provisions relating to submission of Secretarial Audit Report are not applicableto the Company.
j) The Company has not received any complaints under Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
k) No significant and material orders were passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
l) The provisions relating to constitution of Corporate Social Responsibility Committeeare not applicable to the Company. m) The provisions with respect to appointment of CostAuditor are not applicable to the Company. n) The provisions relating to constitution ofAudit Committee are not applicable to the Company. o) The provisions relating toestablishment of Vigil Mechanism are not applicable to the Company.
p) The Statutory Auditors of the company have not reported any instances of fraud orirregularities in the management of the Company during financial year under review.
LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid the Annual Listing Fees for the year 2018-19 tothe BSE where the Company's shares are listed and traded.
MANAGEMENT DISCUSSION & ANALYSIS REPORTS
The Management Discussion and Analysis of financial condition including the results ofoperations of the Company for the year under review as required under Regulation 34(2)(e)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided
The Company does not fall under purview of Regulations of Corporate Governance pursuantto the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. Howeverthe same is applicable as per the Companies Act 2013 and the Company is fully compliantwith the applicable provision and the Company is committed to ensure compliance with allmodification within prescribed norms under Companies Act 2013. Company is committed tomaintain the highest standards of corporate practices a separate section on CorporateGovernance is provided as part of this Annual Report.
The Directors wish to place on record their appreciation to the wholehearted help andco-operation the Company has received from the business associates partners vendorsclients government authorities and bankers of the Company.
The relations between the management and the staff were cordial during the year underreview. The Company also wishes to put on record the appreciation of the work done by thestaff. Your Directors appreciate and value the trust imposed upon them by the members ofthe Company.
By order of the Board
For CENTERAC TECHNOLOGIES LIMITED
ASHWANI KUMAR SINGH
CHAIRMAN AND MANAGING DIRECTOR
Place : Mumbai
Date : May 30 2019