Your Directors hereby present their 34th Annual Report together with theAudited Financial Statements of the Company for the year ended 31st March 2019.
|Particulars ||For the year Ended 31-3-2019 (Rs. in Lakhs) ||For the year Ended 31-3-2018 (Rs. in Lakhs) |
|Gross Income ||12.73 ||8.36 |
|Less: Expenditure ||12.78 ||11.97 |
|Less: Depreciation || || |
|Gross Profit/(Loss) ||(0.05) ||(3.61) |
|Less Exceptional items ||- || |
|Profit/ (Loss) before tax ||(0.05) ||(3.61) |
|Tax Expense ||- ||0.03 |
|Profit/(Loss) after tax ||(0.05) ||(3.64) |
|Add Depreciation of earlier years || || |
|Profit/( Loss) after Depreciation for earlier years ||(3.64) ||(3.64) |
|Add Balance brought forward from earlier years ||(308.29) ||(304.65) |
|Loss carried to Balance Sheet ||(308.34) ||(308.29) |
in view of the brought forward losses the question of transfer of any amount toreserves does not arise. Dividend
in view of the accumulated losses your Directors regret their inability to recommendany dividend on the Preference or Equity Shares.
Performance and Outlook
The Company registered a total income of Rs.12.73 Lacs as compared to Rs.8.36 Lacs inthe previous year. The Company registered a Loss after tax. of Rs.0.05 Lacs as compared toa Loss after tax of Rs.364 Lacs in the previous year which was due to the increase inincome during the year. There was no change in the nature of business of the Companyduring the year under review.
Holding Company Subsidiary Company and Associate Companies
Your Company does not have any Holding Subsidary or Associate Company.
Details in respect of adequacy of internal financial controls with reference to theFinancial Statements:
The Company has an adequate Internal Control System commensurate with the size scaleand complexity of its operations. The scope of the Internal Audit function is well definedin the engagement tetter of the internal auditor duly approved by the Audit Committee.With a view to maintain its objectivity and Independence the Internal Auditor reports tothe Audit Committee. The Internal Auditor evaluates the adequacy of the internal controlsystem in the Company on the basis of statement of operation procedure instructionmanuals accounting policy and procedure.
Vigil Mechanism Policv/Whistle Blower Policy
In compliance with the provisions of Section 177(9) of the Companies Act 2013 theCompany has framed a vigil mechanism policy and system of vigil mechanism to deal withinstances of fraud and mismanagement if any and concerns about violation of Company'spolicies
Disclosure under The Sexual Harassment of Women at Workplace (Prevention. ProhibitionAnd Redressal) Act 2013:
Your Company does not have any women employee. However your Company has in place aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at Workplace in tinewith the requirements of The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressai) Act 2013.
The Policy has set guidelines on the redressai and enquiry process that is to befollowed by the complainants. While dealing with issues related to sexual harassment atthe workplace towards any women employee's secrecy will be maintained and no womenemployee will be subjected to any kind of harassment and other inconvenience for raisingany issue or pointing out unethical behavior. All women employees (permanent temporarycontractual and trainees) are covered under this Policy. All employees are treated withdignity with a view to maintain an environment free of sexual harassment whether physicalverbal or psychological.
Conservation of Energy. Technology Absorption and Foreign Exchange Earnings and Outgo
Considering the nature of your Company's activities during the year under review yourCompany did not consume energy of any significant level nor there was much scope fortaking any measures for energy conservation research and development technologyabsorption and making any additional investment for the above purposes and no comment ismade in this regard. There has been no foreign exchange earnings or outgo during the yearunder review.
The Company has not accepted any deposits from the Public Board of Directors
There were no changes on the Board during the financial year. However subsequent to theend of the financial year Mr.Lalit Kumar Chandalia Independent Non-Executive Director andMrs.Shweta Goenka Independent Non-Executive Woman Director resigned from the Board witheffect from 11th August 2019 and Mr.Rajendra Dey and Mrs.Jostna Shreshta were appointedrespectively as Additional Directors by the Board of Directors with effect from the saiddate in the status of Independent Non-Executive Director and Independent Non-ExecutiveWoman Director. Mr.Rajendra Dey and Mrs.Jostna Shreshta vacate their respective offices atthe Annual General Meeting pursuant to Section 161 of the Companies Act 2013. Noticeshave been received from members proposing the appointment of Mr.Rajendra Dey and Mrs.Jostna Shreshta as Independent Non-Executive Director and Independent Non-Executive WomanDirector respectively for a term of five years pursuant to Sections 160 and 149 of theCompanies Act 2013. Your Board recommends their appointment at the Annual GeneralMeeting.
During the year under review nine meetings of the Board of Directors were convened andheid. The dates of the meetings and the Attendance of the Directors are as follows
Board of Directors
|SI. Dates of the || |
Names of Directors and Attendance
|No Meeting ||Mr.LK Chandalia ||Mr. Hem ant Goenka ||Mr.Akhislanand Joshi ||Mrs.Shweta Goenka |
|1 30.05.2018 ||yes ||yes ||yes ||yes |
|2 21.06.2018 ||yes ||yes ||yes ||yes |
|3 31.07.2018 ||yes ||yes ||yes ||yes |
|4 14.08.2018 ||yes ||yes ||yes ||yes |
|5 24.08.2018 ||yes ||yes ||yes ||yes |
|6 01.09.2018 ||yes ||yes ||yes ||yes |
|7 28.09.2018 ||yes ||yes ||yes ||yes |
|8 : 10.11.2018 ||yes ||yes ||yes ||yes |
|9 14.02.2019 ||yes ||yes ||yes ||yes |
Declaration by Independent Directors
Mr. Lalit Kumar Chandalia Mr Hemant Goenka Mrs. Shweta Goenka and Mr Akhilanand Joshiare independent Directors on the Board of the Company. The Company has receiveddeclarations from all the Independent Directors of the Company confirming that they meetwith the criteria of Independence as prescribed under the Companies Act 2013.
The Audit Committee of the Board of Directors consist of Mr Lalit Kumar ChandaliaMr.Hemant Goenka and Mr. Akhilanand Joshi and the Company Secretary is the Secretary ofthe Committee The Chief Executive Officer Chief Financial Officer and Auditors arepermanent invitees to the Committee meetings. The terms of reference of the Committee arein accordance with the provisions of Section 177 of the Companies Act 2013.The AuditCommittee met four times during the year on 30.05.2013 1408.2018 10.11.2018 and14.02.2019 with all the members attending the Meetings.
Your Company has a well-structured internal audit system commensurate with its size andoperation. During the year there was no occasion when the Board had not accepted therecommendations of the Audit Committee
Nomination and Remuneration Committee
The Company has a Nomination and Remuneration Committee consisting of Mr Lalit KumarChandalia Mrs.Shweta Goenka and Mr.Akhilanand Joshi as its members. The terms ofreference of the Committee are in accordance with the provisions of Section 177 of theCompanies Act 2013. The Committee met three times on 20.07.2018 16.08.2018 and11.09.2018 with all the members attending the Meeting
The role of the Committee inter alia includes the following:
a) Identify persons qualified to become directors or hold senior management positionsand advise the Board for such appointments
b) Formulate criterion for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of directors key managerial personnel and other employees
c) Evaluate the performance of Independent Directors and of the Board
d) Devise a policy on Board diversity
In accordance with the recommendations of the Committee the Company has formulated aRemuneration Policy for directors and Key Managerial Personnel and other senior managerialpersonnel.
Payment of remuneration to the Key Managerial Personnel and other employees is governedby the terms and conditions contained in the Agreement entered into with them whichincorporates remuneration within the limit sanctioned by the provisions of the CompaniesAct 2013 and the shareholder wherever applicable. Remuneration structure for the KeyManagerial Personnel and other employees comprises salary and re-imbursement of expensesincurred for the Company. No sitting fee is paid to the Directors for attending themeetings of the Board. Determination of remuneration is based on. the ability of theCompany to pay remuneration the experience and credentials of the candidate
The Company Secretary acts as the Secretary of the Committee.
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 and Nomination and Remuneration Committees.
Particulars of Employees and Key Managerial Personnel
The following are the Key Managerial Personnel of the Company in terms of Section 203of the Companies Act 2013:
|Mr. Ashish Kumar Chaudhuri ||Re-appointed as Chief Executive Officer on the expiry of his earlier term with effect from 15t October 2018 upto 30m September 2019. |
|Mr Debabrata Dutta ||Chief Financial Officer (Appointed w.e.f. 1st September 2016) Re-appointed on the expiry of his earlier term with effect from 1st September 2018 upto 31st August 2019. |
|Mr Ankit Bhadani ||Re-appointed as Company Secretary and Compliance Officer with effect from 1st August 2018 for a term upto 31st July 2019 |
Pursuant to Section 134 (3) (q) read with Rule 5 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the details of Key Managerial Personnelrequired to be furnished as per the said Rules are annexed to this Report (Annexure I).There were no employees who were drawing remuneration in excess of the limit provided inRule 5 (2) of the aforesaid Rules.
There are no other employees in the Company as on the close of the financial year otherthan the aforesaid Key Managerial Personnel.
Corporate Social Responsibility
The provisions of the Companies Act 2013 regarding Corporate Social Responsibility arenot applicable to the Company due to continuous losses suffered by the Company.
Details of significant and material orders passed by the Regulators Courts andTribunals
No significant and material order has been passed by any Regulator Court or Tribunalimpacting the going concern status and Company's operation in future
Particulars of Loans. Guarantee or Investments
There are no Loans Guarantees or investments covered under the provisions of Section186 of the Companies Act 2013.
Extract of Annual Return
The details forming part of the extract of the Annual Return in Form MGT 9 as requiredunder Section 92 of the Companies Act 2013 are annexed to this Report and marked asAnnexure ii.
Related Party Transactions
All related party transactions that were entered during the financial year were onarms' length basis and were in the ordinary course of business. There were no materiallysignificant related party transactions made by the Company with promoters Directors KeyManagerial Personnel or other designated persons which may have a potential conflict withthe interest of the Company at large. All related party transactions are placed before theAudit Committee and given in the notes annexed to and forming part of this FinancialStatement.
However a statement of Related Party transaction as per provision of Section 188 ofthe Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rule 2014 in FormAOC 2 marked as Annexure lll is enclosed and form part of this Report.
Risk Management Policy
Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor mitigate and control theprobability and/or impact of unfortunate events or to maximize the realization ofopportunities The Procedures are reviewed to ensure that executive management controlrisks through means of a well thought framework. The Board has not identified a risk whichcan threaten the existence of the Company.
The provisions of Corporate Governance under the Listing Agreement with the StockExchange are not applicable to the Company
The Company's relations with the employees continued to be cordial. Efforts to maximizeutilization of scarce resources was a continuous process throughout the year. The Companyreceived some innovative ideas
from a few employees for achieving greater efficiencies cost control and recoveriesand those with substance are being implemented.
Material Changes and Commitments
There is no material change and commitment affecting the financial position of theCompany between the end of the financial year and the date of the report.
Auditors and Audit Report
Messrs. Haren Parekh & Co. Chartered Accountants (Firm Registration No.114076W)were appointed as the Auditors of the Company at the 32nd Annua) General Meeting to holdoffice from the conclusion of 32nd Annual General Meeting till the conclusionof 37th Annual General Meeting subject to the ratification by the members at the everyAGM. However with the amendments carried out in the Companies Act 2013 it is no longernecessary for ratification of Auditors appointment at every Annual General Meeting.
Pursuant to the provisions of Section 204 of the Companies Act 2013 Mr. Vijay KumarMishra a Practising Company Secretary (Membership No. F 5023) was appointed to carry outa secretarial audit of the Company for the Financial Year 2018-19. The attachedSecretarial Audit Report marked as Annexure IV which forms part of this Report is seifexplanatory and no comments are required from the Board.
Your Directors wish to record their appreciation of the encouragement supportassistance and co-operation received from the Company's bankers shareholders andemployees throughout the year
For and on behaff of the Board
| ||Rajendra Dey ||Akhilanand Joshi |
|Mumbai ||(Director) ||(Director) |
|Dated; 14/08/2019 || || |