Commex Technology Ltd.
|BSE: 532342||Sector: IT|
|NSE: N.A.||ISIN Code: INE354B01029|
|BSE 00:00 | 20 Jul||0.22||
|NSE 05:30 | 01 Jan||Commex Technology Ltd|
Commex Technology Ltd. (COMMEXTECH) - Director Report
Company director report
Your Directors have pleasure in presenting their Nineteenth Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe year ended 31st March 2019.
1. Financial Highlights (Standalone and Consolidated) :
The financial highlights of the year under review are as below:
In the view of accumulated Losses Board of Directors of the Company does not recommendany dividend for the year under consideration.
3. AMOUNT TRANSFERRED TO RESERVES:
On account of accumulated losses no amount is transferred to General reserves for thefinancial year 2018 - 2019.
4. PERFORMANCE REVIEW:
On consolidated basis revenue from operations for both the years was Nil.EBIDTA(Earnings before Interest Taxes Depreciation and Amortization) amounted tolNR (36.41)inthe current year and (INR (49.46) lakhs in the previous year)Profit before Tax (PBT)isINR (36.44)Lakhs in current yearand (INR (5641.38) Lakhs in the previous year)Profitafter Tax (PAT) INR (36.44) Lakhs in the current yearand INR (6155.12) Lakhs in theprevious year.
5. CHANGE IN NATURE OF BUSINESS IF ANY:
During the year under review the Company or its subsidiaries did not carry on anybusiness activities.
6. SUBSIDIARY AND ASSOCIATE COMPANIES:
As on 31st March 2019 the company has the following subsidiaries/associatecompanies 1.IT Capital Services Pvt. Ltd.- Subsidiary Company 2.0rient InformationFZ-LLC-UAE- subsidiary Company 3.Universal Commodity Exchange Limited- Associate Company
There is no business activity in the Subsidiary and/or the Associate Company during theyear under review and the Associate Company Universal Commodity Exchange Limited hasbeen struck off by the Ministry of Corporate Affairs.
Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining salient features of the financial statements of the Company's subsidiaries andassociate companies in Form AOC -1 is attached to the financial statements of the Company.
7. CHANGES IN SHARE CAPITAL:
During the year under review there was no change in the Authorised or Paid up ShareCapital of the Company.
8. DIRECTORS' RESPONSIBILITY STATEMENT:
As required by Section 134 (5) of the Companies Act 2013 the Directors hereby statethat:
a. in preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures if any;
b. 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 31st March 2019 and profit for theyear ended on that date;
c. 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;
d. the accounts have been prepared for the financial year ended 31st March 2019 on agoing concern basis.
e. Internal Financial Controls to be followed by the Company have been laid down andthe said Internal Financial Controls are adequate and are operating effectively and;
f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and are operating effectively.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
None of the Director has been appointed during the financial year 2018 - 2019. from Ms.Kavita Pawar resigned to the Directorship of the Company with effect from 14th March2019.
Mr. Jayant Dolatrai Mitra Executive Director is liable to retire by rotation at theensuring AGM pursuant to Section 152 and other applicable provision if any of theCompanies Act 2013 the Article of Association of the Company and being eligible haveoffered himself for reappointment. Appropriate resolution for his re-appointment is beingplaced for the approval of the shareholders of the Company at the ensuing AGM. The briefresume of the Director recommend their re-appointment as Executive Director of theCompany.
None of the Directors are disqualified from being appointed as specified in Section 164of the Companies Act 2013 as amended.
Formal Annual Evaluation:
In terms of the provisions of the Act the Board has carried out annual performanceevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Audit Committee Nomination & Remuneration Committee (NRC).
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
10. DISCLOSURE OF PECUNIARY RELATIONSHIP:
There was no pecuniary relationship or transactions of the non-executive directors vis-a- vis the company during the year. Also no payment except sitting fees was made to anyof the non-executive directors of the Company. No convertible instruments are held by anyof the non-executive directors of the Company.
11. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of Companies Act 2013 read with Rules and Regulation 16(1) (b) of SEBI (ListingObligation and disclosure requirements) Regulation 2015 with the Stock Exchanges.
12. NUMBER OF MEETINGS OF THE BOARD:
During the financial year 2018-19 six meetings of the Board of Directors were held.For details of the Board meetings please refer to the Corporate Governance forming part ofthe Board's Report.
13. STATEMENT ON ANNUAL EVALUATION OF BOARD COMMITTEE AND ITS DIRECTORS:
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of Section 134 (3)(p) of the Companies Act 2013 read with Rule 8(4) of The Companies (Accounts) Rules 2014and the corporate governance requirements as prescribed by SEBI (LODR) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from allthe directors on the basis of the criteria such as the Board composition and structureeffectiveness of board processes information and functioning transparency adhering togood corporate governance practices etc.
The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings leadership quality attitude initiatives decision making commitmentachievements etc. In addition the Chairman was also evaluated on the key aspects of hisrole.
In a separate meeting of Independent Directors held on 14th February 2019 reviewedperformance of non-independent directors performance of the board as a whole andperformance of the Chairman was evaluated taking into account the views of executivedirectors and non-executive directors.The meeting also assessed the quality quantity andtimeliness of flow of information between the company management and the board that isnecessary for the board to effectively and reasonably perform its duties.
14. NOMINATION AND REMUNERATION POLICY:
In terms of Section 178 (3) of the Companies Act 2013 and Regulation 18 and ScheduleII and Schedule V of the SEBI (LODR) Regulations 2015 entered in to with the stockexchange a policy on Nomination and Remuneration of Directors and Senior ManagementEmployees including inter alia criteria for determining qualifications positiveattributes and independence of directors was formulated by the Nomination and RemunerationCommittee and adopted by the Board of Directors. The said policy is also posted on thewebsite of the Company www.commextechnology.comandits weblink
15. INTERNAL FINANCIAL CONTROLS:
The Company has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of fraud and errors the accuracyand completeness of the accounting records and timely preparation of reliable financialdisclosures.
16. AUDIT COMMITTEE:
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
M/s. Mulraj D. Gala Chartered Accountant appointed as statutory auditors in theeighteenth Annual General Meeting continue as statutory auditors until the conclusion of23rd Annual General Meeting.
Vijay S. Tiwari & Associates Practicing Company Secretaries Mumbai was appointedto conduct the Secretarial Audit of the Company for the financial year 2018 -19 asrequired under Section 204 of the Companies Act 2013 and rules made thereunder.
18. SECRETARIAL AUDIT REPORT:
In terms of Section 204 (1) of the Companies Act 2013 a Secretarial Audit Report isannexed as Annexure A of the Directors' Report.
EXPLANATION AND COMMENTS BY THE BOARD ON QUALIFICATION/ RESERVATION/ ADVERSE REMARK /DISCLAIMER MADE IN AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT:
a. As reported by the Auditors in their Report the Company has accumulated losses andits net worth has been fully eroded the Company has incurred net loss/net cash lossduring the year ended March 31 2019 and the Company's current liabilities exceeded itscurrent assets as at the balance sheet date. These conditions indicate the existence of amaterial uncertainty that may cast significant doubt about the Company's ability tocontinue as a going concern.
The management of the Company is under the process of talks with various interestedbusiness groups and entities to revive the operations of the Company and the Management isconfident of effecting a revival by the end of the ensuing financial Year 2019- 20. Hencethe negative networth is only a temporary phenomenon and the management is confident thatthe losses will be wiped out in a couple of years from the year of revival.
b. As reported by the Auditors in their Report The Company has not filed annualreturns with Registrar of Companies as required under Companies Act 2013 for financialyears 2016-2017 and 2017-18.
As can be observed from our earlier reports the Company has several irregularities inthe form of non-compliances due to circumstances beyond the control of the presentManagement. However the Company has completed the filing of Annual Returns on MCA as ondate.
c. As reported by the Auditors in their Report the Company has not made provisions forGratuity during the year under review.
The Company has only three employee as on the date of the Balance Sheet and the amountof gratuity is not material or significant. However if necessary the same will beprovided for in the books in the current financial year.
d. As reported by the Auditors in their Report the Company has not appointed a fulltime Company Secretary.
As can be observed from our earlier reports Company's Company Secretary has resignedand the management of the Company is unable to find a suitable candidate or professionalfor the position as no candidate is available or is willing to take up the appointmentfor the position of Company Secretary as the Company is not in operation and itsfinancial position is in a very bad shape. However the Company has appointed an externalagency as Company Secretarial Consultants to carry out various compliances.
e. As reported by the Auditors in their Report the Company has not evaluated whetherany impairment provision is required for expected credit losses (ECL) in accordance withInd AS 109 - 'Financial Instruments' for Trade Receivables aggregating to Rs. 282.12 Lakh.
Trade Receivables aggregating to Rs. 282.12 Lakh as disclosed in the Balance Sheet ason 31-3-2019 is from the debtors of the Company who are genuine and the amount ofoutstanding is undisputed. As the Company does not have a set up in the country of theDebtor the Company is unable to obtain confirmations or any other documents to provegenuinity of the outstanding. Hence in the opinion of the Management of the Company noimpairment provision is required for expected credit losses (ECL) in accordance with IndAS 109 - 'Financial Instruments' for Trade Receivables.
Secretarial Auditor's report has given following remarks:
1. The Company had a VAT Liability of Rs. 110.22 Lakhs (excluding interest and penalty)during the year. The said liability for VAT is not genuine and was raised by theAuthorities without giving proper opportunity to the Company for representing itselfbefore them. The Company is in the process of getting the demand withdrawn by theAuthorities.
2. The consolidation of the financials of Universal Commodity Exchange Limited anassociate Company with the company is not done since Universal Commodity ExchangeLimited has been dormant and has been directed by FMC to suspend its operations. In viewthereof the Accounts of Universal Commodity Exchange Limited are not compiled and auditedand therefore the same could not be considered while consolidating accounts. We mayfurther add that the said name of the Company has been stuck off by the Registrar ofCompanies Maharashtra.
3. The Company has not filed its Income Tax Returns from the Financial Year 2013.
As informed in earlier paragraphs the present management had not complied with severalstatutory compliances due to circumstances beyond the control of the present management.However slowly and steadily it has commenced the process of compliances. We may informthat Income Tax Returns are time barred under the Income Tax Act 1961 till the FY2017-18. The Company can file returns only for the year under review which will be donein due course.
4. As per the provision of Section 138 of the Companies Act 2013 and the rules madethereunder the Company was required to appoint an Internal Auditor for the Financial Year2018- 19. As stated elsewhere in the response of the Management the Company has notcarried on any business operations since 2016. Hence there are no business transactionsrequiring internal controls and/or internal audit. Besides the Company is unable to finda suitable candidate willing to join the Company for this position.
5. The Company Secretary resigned on 8th October 2016. Since then the Company has notappointed Company Secretary as per the provision of Section 203 of the Companies Act 2013and the rules made thereunder.
As can be observed from our earlier reports Company's Company Secretary has resignedand the management of the Company is unable to find a suitable candidate or professionalfor the position as no candidate is available or is willing to take up the appointmentfor the position of Company Secretary as the Company is not in operation and itsfinancial position is in a very
bad shape. However the Company has appointed an external agency as Company SecretarialConsultants to carry out various compliances.
6. The Company has not filed requisite forms such as MGT-14 and DIR-12 for the year2017-18. The Company is in process of filing the same.
7. The Company has made provision for CSR expenditure under Section 135 but the sameremains unspent under CSR activity. As there is no business the CSR expenditureremains unspent. The board is in process of meeting the compliance
8. The Company has Service Tax Liabilities approx of Rs. 35.59 Lakhs. Thesaid liability for Service Tax is not genuine and was raised by the Authorities withoutgiving proper opportunity to the Company for representing itself before them. The Companyis in the process of getting the demand withdrawn by the Authorities.
9. The composition of Board of Directors is not as per the Listing requirements. Theboard is in process of appointing the directors for the same.
10. The shareholding of promoter & promoter group has been frozen as per SEBIRegulations. The Management is taking steps for regularizing the same.
11. The Company has received a Show Cause Notice (SCN) dated 23rd March 2017 fromIncome Tax Department under Section 263 of Income Tax Act 1961.
We may inform you that the Company has appointed Income Tax Consultants to handlevarious Tax issues and has preferred appeals in all the matters of demands raised againstthe Company. The above matter is also attended to by the said Consultant.
12. The Company has received a Show Cause Notice (SCN) dated 21st June 2017 from SEBItowards GDR issue of the Company for the period 1st May 2009 to 30th June 2009.
As stated above we may inform you that the Company has appointed Income TaxConsultants to handle various Tax issues and has preferred appeals in all the matters ofdemands raised against the Company. The above matter is also attended to by the saidConsultant.
13. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
14. TRANSACTIONS WITH RELATED PARTIES:
None of the transactions with related parties falls under the scope of Section 188(1)of the Act. Information on transactions with related parties pursuant to Section 134(3)(h)of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in"Annexure B"in Form AOC-2 and the same forms part of this report.
The Board of Directors of the Company had formulated a policy on related partytransactions and materiality of Related Party Transactions in terms of Regulation 23 ofSEBI (LODR) Regulations 2015. The said policy is posted on the website of the Company
ubsidiary of the.pdf
on and materiality of related party transaction.pdf
15. CORPORATE SOCIAL RESPONSIBILITY:
The brief outline of the Corporate Social Responsibility (CSR) Policy of the Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in "Annexure C" of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014. The said policy is posted on thewebsite of the C o m p a n y w w w. c o m m e x t e c h n o I o g y. c o m a n d its weblink is:
16. EXTRACT OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 for the Financial Year 2018- 2019is availableon the Company website and its weblink is
17. PARTICULARS OF EMPLOYEES:
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:
i. Employee of the Company employed throughout the financial year who was in receiptof remuneration for that year which in the aggregate not less than rupees sixtylakhs:NIL
ii. Employee of the Company employed for a part of the financial year who was inreceipt of remuneration for any part of that year at a rate which in the aggregate wasnot less than five lakh rupees per month : NIL
iii. Employee of the Company employed throughout the financial year or part thereofwho was in receipt of remuneration in that year which in the aggregate or as the casemay be at a rate which in the aggregate is in excess of that drawn by the managingdirector or wholetime director or manager and holds by himself or along with his spouseand dependent children not less than two percent of the equity shares of the company: NIL
Further Managing Director of the Company is not getting any commission from the Companyor from any of its subsidiaries.
The company complied with Section 197 of the Companies Act2013 read with rule 5 (2) ofthe Companies (Appointment and Remuneration Managerial Personnel) Rules 2014.
18. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:
During the year under review the Company has not issued any shares with differentialvoting rights.
19. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION SCHEME:
During the year under review no option under 'Employee Stock Option Scheme' wasgranted or vested to any employee or directors of the Company.
20. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:
During the year under review the Company has not issued any Sweat Equity Shares.
21. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
As there is no business there have not been any material changes and commitmentaffecting the financial position of the Company during the financial year 2018-19.
22. DISCLOSURE REQUIREMENTS:
Pursuant to the provisions of Schedule IV to the Companies Act 2013 ("theAct") and Schedule V of SEBI (LODR) Regulations 2015 Terms and Conditions forAppointment of
Independent Directors are posted on the website of the Company
Details of the familiarisation programme of the Independent Directors is postedon the website of the Company www.commextechnology.comandits web link is:
Whistle Blower Policy/ Vigil Mechanism: The Company has established a VigilMechanism for directors and employees to report genuine concerns. The vigil mechanismprovide for adequate safeguards against victimization of person who use Vigil Mechanismand also provide for direct access to the Chairman of the Audit Committee in appropriateand exceptional cases. The details of Vigil Mechanism is displayed on the website of theCompany www.commextechnology.com and itsweb link is:
Thepolicy for determining material subsidiary of the company pursuant toRegulation 24 of SEBI (LODR) Regulations 2015 is posted on the website of the Company
sidiary of the.pdf
Policy on dealing with related party transactions is posted on the website ofthe Company www.commextechnology.comandits web link is:
and materiality of related party transaction.pdf
As per Schedule V of the SEBI (LODR) Regulations 2015 entered into with theStock Exchange Corporate Governance Report with auditors' Certificate and ManagementDiscussion and Analysis are attached which forms part off this report.
23. DEPOSITS FROM PUBLIC:
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.
24. INFORMATION REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES 2014 -CONSERVATION of ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:
a) Conservation of Energy & b) Technology Absorption:
The activities of your company require minimal energy consumption and every endeavourhas been made to ensure the optimal use of energy avoid wastage and conserve energy asfar as possible.
At present there are no business activities and do not involve technology absorptionand research and development.
c) Foreign exchange earnings and outgo:
The details of Foreign exchange earnings and outgo are detailed in Note No. 20 formingpart of Accounts.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE: NotApplicable
26. DISCLOSURES RELATING TO UNCLAIMED SUSPENSE ACCOUNT AS PER AMENDED CLAUSE 5A OF THELISTING AGREEMENT:
27. IMPLEMENTATION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company is not required to constitute Internal Complaints Committee of the Companyunder the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)
Act 2013 as the permanent employees are less than 10. Further there are no instancesof Sexual Harassment of Women under the said Act has been reported to the Company.
28. EMPLOYEE RELATIONS:
The relations of the management with staff and workers remained cordial during theentire year.
The Directors thank the Company's shareholders employees customers vendorsinvestors and academic institutions government for their continuous support andco-operation.The Directors appreciate and value the contributions made by every member ofthe Commex family.