CENTERAC TECHNOLOGIES LIMITED
Your Directors have pleasure in presenting 25th Annual Report of the Companytogether with the Audited Financial Statements of the Company for the year ended 31stMarch 2018.
1. FINANCIAL RESULTS
|Particular ||For the financial year 2017-18 ||For the financial year 2016-17 |
| ||(Amount in Rs. In Lac) ||(Amount in Rs. In Lac) |
|Revenue from Operations ||41.89 ||90.68 |
|Other Income ||8.22 ||5.24 |
|Total Income ||50.11 ||95.92 |
|Less: Expenses ||105.45 ||118.39 |
|Less: Depreciation & Amortization Expenses. ||1.91 ||5.25 |
|Profit/ (Loss) before tax ||(57.25) ||(27.71) |
|Tax Expenses || || |
|Current Tax ||5.79 ||(0.11) |
|Deferred Tax ||1.54 ||0.05 |
|Profit/(Loss) after Tax ||(64.57) ||(27.65) |
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
During the financial year under review the Company has earned a total revenue of Rs.50.11/- as compared to the previous years' revenue of Rs. 95.92/-. The Company has earneda Loss of Rs. 64.57/- as compared to the previous years' Net Loss of Rs. 27.65/-. YourDirectors are continuously looking for avenues for future growth of the 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 2018.
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 Four Board Meetings held. The dates of Board Meetings along withattendance of each Director is given below:
|Date of Board Meeting || |
Name of Director and Attendance details
| ||Mr. SANJEEV KHANDELWAL ||Ms. SHILPA KHANDELWAL ||Mr. KHUSHROW PATEL ||Mr. MOHAN JAYAKAR |
|1. 19/05/2017 ||Present ||Present ||Present ||Present |
|2. 14/09/2017 ||Present ||Present ||Present ||Present |
|3. 14/11/2017 ||Present ||Present ||Present ||Present |
|4. 12/02/2018 ||Present ||Present ||Present ||Present |
Detail's 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 12th February 2018.
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 management:
Mr. Ashwani Kumar Singh (DIN: 03388771) was appointed as Additional Director andManaging Director on 23rd May 2018 and holds office till the ensuing Annual GeneralMeeting. His regularization as Director and managing Director for the term of Three Yearsis recommended.
Ms. Anupama Ahwani Kumar Singh (DIN: 05166032) was appointed as Additional Director andWomen Director on 23rd May 2018 and holds office till the ensuing Annual General Meeting.Her regularization as Director is recommended.
Mr. Ravi Iyengar (DIN: 08126054) was appointed as Additional Director and IndependedntDirector on 23rd May 2018 and holds office till the ensuing Annual General Meeting. Hisapprointment as Independednt Director for the term of Five Years is recommended.
Mr. Sanjeev Khandelwal Ms. Shilpa khandelwal and Mr. Khushrow Patel all resigned asDirector(s) w.e.f. 23rd May 2018 The Board appreciates the contribution madeby them to the business & growth of the Company during their tenure as Director.
Change in registered office of the Company
During the year under review the company has changed its registered office form 4thFloor Daulatram Mansion 6- Kittridge Road Colaba Mumbai - 400 005 to Alpha 201Hiranandani Powai Andheri east Mumbai 400076 w.e.f May 23 2018.
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 2018 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.
M/s Bansi S. Mehta & Co. (Firm Registration no. 100991W) Chartered AccountantsMumbai have been appointed as the Statutory Auditors of the Company to hold office for aperiod of Five years from the conclusion of 21st Annual General Meeting of the Companyheld on 27th September 2014. M/s. Bansi S. Mehta & Co. Chartered Accountants haveconfirmed their eligibility under Section 141 of the Companies Act 2013 and the rulesframed thereunder for continuing as Statutory Auditor for the financial year 2018-19.
As the ratification is not required pursuant to the Companies (Audit and Auditors) 2ndAmendment Rules 2018 the Auditor will continue to be Statutory Auditor of the companyfor the FY 2018-19.
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. SECRETARIAL AUDIT The provisions of Section 204 of theCompanies Act 2013 read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Company has appointed Ms. Riddhi Shah a Company Secretary inPractice to undertake the Secretarial Audit of the Company for the Financial Year2018-19s. 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 the activities ofthe Company except power used for office purposes. Hence no energy conservation measuresare required.
Technology Absorption: The Company has not taken any technical know-how from anyone andhence there is no question of technology absorption as such necessary information has notbeen given.
Foreign Exchange Earnings and Outgo: During the year under review the earnings inforeign exchange was Rs. NIL (previous year Rs. 4511905 /-). The foreign exchangeexpended during the year under review was Rs. NIL as against Rs. 449464 /- as recordedlast year.
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 Note no. 29 of 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) The provisions regarding receipt of remuneration or commission from holding orsubsidiary of the Company are not applicable and hence the disclosure under Section 197(14) is not required.
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 Cost Auditor are not applicable to theCompany.
n) The provisions relating to constitution of Audit Committee are not applicable to theCompany.
o) The provisions relating to establishment of Vigil Mechanism are not applicable tothe 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.