Edynamics Solutions Limited
Your Directors have pleasure in presenting the 19th Annual Report of yourCompany together with Audited Statement of Accounts and the Auditors' Report of yourCompany for the financial year ended 31st March 2019.
FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY:
The highlights of financial results of your Company are as follows:
|Particulars ||For the Financial year ended as on 31st March 2019 ||For the Financial year ended as o 31st March 2018 |
| ||Amount (in Rs. lacs) ||Amount (in Rs. lacs) |
|Income ||12.86 ||105.76 |
|Less: Expenditure ||20.14 ||105.46 |
|Profit/(Loss) before taxation ||(7.28) ||0.30 |
|Less: Income Tax ||(0.10) ||0.12 |
|Net profit/ (Loss) after taxation ||(7.38) ||0.18 |
During the year under review Your Company has recorded a total income of Rs. 12.86Lacs against Rs. 105.76 Lakh in the previous year. Profit/Loss after taxation for thefinancial year ended on 31st March 2019 decreased to Rs. (7.38) Lakh ascompared to Rs. 0.18 Lakh in the previous year.
RESERVE AND SURPLUS
Rs. (7.38) lakhs is being transferred to the reserve and surplus during thefinancial year 2018-2019. The Balance of Reserve and surplus as on 31st March2019 was Rs. 993.00 Lakhs/-.
To Plough back the profits into the business the Board of Directors has notdeclared any dividend during the year.
CHANGE IN THE NATURE OF BUSINESS
During the year the Company has not changed its nature of business.
The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory/regulatory compliances. The Company has a strongmonitoring and reporting process resulting in financial discipline and accountability.
RISK MANAGEMENT POLICY
Therefore in accordance with the provisions of the Companies Act 2013 the Boardmembers were informed about risk assessment and minimization procedures after which theBoard formally adopted steps for framing implementing and monitoring the risk managementplan for the company.
The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.
In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken to mitigate the same.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure to this Report. The informationrequired pursuant to Section 197(12) read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of Employees of the Companywill be provided on request. In terms of Section 136 of the Act the reports and accountsare being sent to the members and others entitled thereto excluding the information onemployees particulars mentioned in rule 5(2) of the said rule which is available forinspection by the Members at the Registered Office of the Company during the businesshours on working days of the Company up to the date of ensuing Annual General Meeting. Ifany Member is interest in inspecting the same such Member may write to the Complianceofficer in advance.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March 2019 provision ofsection 129 of the Companies Act 2013 is not applicable.
STATE OF COMPANY AFFAIRS
The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.
In accordance with the provisions of Section 139 of the Companies Act 2013 the Boardof Directors of the company has proposed the appointment of M/s. G.P. Keshari &Associates Chartered Accountants having (Firm registration no. 017251N) asthe statutory auditors of the Company for the financial year 2019-20.
The Board has recommended the appointment of M/s. G.P. Keshari & Associates CharteredAccountants having (Firm registration no. 017251N) by the shareholders at theforthcoming Annual General meeting. The Company has received a letter from M/s. G.P.Keshari & Associates Chartered Accountants confirming their eligibility underSection 141 of the companies Act 2013.
The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.
EXTRACT OF THE ANNUAL RETURN
Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2019 made underthe provisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith asAnnexure - 1.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Theparticulars as required under the provisions of Section 314(3)(m) of the Companies Act2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review. There was noforeign exchange earning & outgo during the financial year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement.
DIRECTORS & COMMITTEES
a) Changes in Directors and Key Managerial Personnel
During the Year under review there is no change in the composition of the Board ofDirectors. The Board remains the same.
b) Board Evaluation
Pursuant to the provisions of the Companies Act 2013 and SECURITIES AND EXCHANGEBOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015the Board has carried out an Annual Performance evaluation of its own performance theDirectors individually as well as the evaluation of the working of its various Committees.A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgment safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board excluding the Directors being evaluated. Theperformance evaluation of the Chairman and Non - Independent Directors was carried out bythe Independent Directors at their separate meeting held on 31st March 2019.
c) Declaration by an Independent Director(s) and re- appointment if any
All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and SECURITIES ANDEXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS2015.
c) Formal Annual Evaluation
Pursuant to the provisions of companies Act 2013 and SECURITIES AND EXCHANGE BOARDOF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 theBoard has carried out annual performance evaluation of its own performance the directorsindividually as well the evaluation of the working of its Audit Nomination &Remuneration and Stakeholder committee.
EXTRAORDINARY GENERAL MEETINGS DURING THE FINANCIAL YEAR 2018-19
During the under Review 2018-19 no Extra-ordinary General Meeting was Convened.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year 2018-19 there were 6 (Six) Board Meetings was held. Details of the samegiven below:
|S. No. ||Date of meeting ||Total No. of Directors on the Date of Meeting ||No. of Directors attended |
|1. ||30.05.2018 ||4 ||4 |
|2. ||10.08.2018 ||4 ||4 |
|3. ||20.08.2018 ||4 ||4 |
|4. ||13.11.2018 ||4 ||4 |
|5. ||01.01.2019 ||4 ||4 |
|6. ||14.02.2019 ||4 ||4 |
POSTAL BALLOT CONDUCTED DURING THE FINANCIAL YEAR 2018-19
During the year under review No Postal Ballot was conducted.
The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc. The Audit Committee also advises the Management on the areas whereinternal control system can be improved. The Terms of reference of the Audit Committee arein accordance with Regulation 18 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 and Section 177 of theCompanies Act 2013 as follows:
Oversight of the Issuer's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;
Recommending to the Board the appointment re-appointment and if requiredthere placement or removal of the statutory auditor and the fixation of audit fees.
Approval of payment to Statutory Auditors for any other services rendered by thestatutory auditors.
Reviewing with the management the annual financial statements beforesubmission to the board for approval with particular reference to:
(i) Matters required to be included in the Directors' Responsibility Statement to beincluded in the Board's report in terms of clause (2AA) of Section 217 of the CompaniesAct 1956;
(ii) Any changes in accounting policies and practices and reasons for the same;
(iii) Major accounting entries involving estimates based on exercise of judgment bymanagement;
(iv) Significant adjustments made in the financial statements arising out ofauditfindings;
(v) Compliance with listing and other legal requirements relating to financialstatements;
(vi) Disclosure to any related party transactions;
(vii) Qualifications in the draft audit report.
Reviewing with the management the Quarterly and half yearly financial statementsbefore submission to the Board for approval.
Reviewing with the management performance of statutory and internal auditorsadequacy of internal control systems;
Reviewing the adequacy of internal audit function including the structure ofthe internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.
During the year ended on 31st March 2019 the composition of AuditCommittee has been as under:
|a) Mr. Vinod Kumar ||(Chairman) |
|b) Mr. Bharat Gupta ||(Member) |
|c) Ms. Anita Gupta ||(Member) |
During the financial year 2018-19 Four (4) meeting of Audit Committee was held i.e.30.05.2018 10.08.2018 13.11.2018 and 14.02.2019.
*The details of the Composition of the Audit Committee are given in the CorporateGovernance Report.
NOMINATION AND REMUNERATION COMMITTEE
The Company has duly constituted Nomination and Remuneration Committee to alignwith the requirements prescribed under the provisions of Section 179 of Companies Act2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) 2015.
|a) Mr. Vinod Kumar ||(Chairman) |
|b) Mr. Bharat Gupta ||(Member) |
|c) Ms. Anita Gupta ||(Member) |
During the financial year 2018-19 Four (4) meeting of Nomination and RemunerationCommittee was held i.e. 30.05.2018 10.08.2018 13.11.2018 and 01.01.2019.
*The details of the Composition of the Nomination & Remuneration Committee aregiven in the Corporate Governance Report.
TERMS OF REFERENCE
The terms of reference of Remuneration Committee includes the following:
The remuneration committee recommends to the board the compensation terms of theexecutivedirectors.
The committee to carry out evolution of every director's performance andrecommend to the board his/her appointment and removal based on the performance.
The committee to identify persons who may be appointed in seniormanagement/Director in accordance with the criteria laid down.
Framing and implementing on behalf of the Board and on behalf of theshareholders a credible and transparent policy on remuneration of executive directorsincluding ESOP Pension Rights and any compensation payment.
Considering approving and recommending to the Board the changes in designationand increase in salary of the executive directors.
Ensuring the remuneration policy is good enough to attract retain and motivatedirectors.
Bringing about objectivity in deeming the remuneration package while striking abalance between the interest of the Company and the shareholders."
STAKEHOLDER RELATIONSHIP COMMITTEE
Our Company has constituted a Stakeholder Relationship Committee to redress thecomplaints of the shareholders. The committee currently comprises of three Directors. Mr.Vinod Kumar is the Chairman of the committee.
|a) Mr. Vinod Kumar ||(Chairman) |
|b) Mr. Vikas Saini ||(Member) |
|d) Mr. Bharat Gupta ||(Member) |
During the financial year 2018-19 Four (4) meeting of Stakeholder RelationshipCommittee was held i.e. 30.05.2018 10.08.2018 13.11.2018 and 14.02.2019. *The details ofthe Composition of the Stakeholder Relationship Committee are given in the CorporateGovernance Report.
ROLE OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee of our Board looks into:
The redressal of investors complaints viz. non-receipt of annual reportdividend payments etc.
Matters related to share transfer issue of duplicate share certificatedematerializations.
Also delegates powers to the executives of our Company to process transfers etc.
The status on various complaints received / replied is reported to the Board ofDirectors as an Agenda item.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy is explained in corporate governance report and alsoposted on the website of company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION
PROHIBITION AND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at workplace; the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013are effective in the Company. Under the said Act every company is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atworkplace of any women employee. The Company has in place an Anti Sexual Harassment Policyin line with the requirements of the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013. All women employees (permanent contractualtemporary and trainee) are covered under this Policy.
The following is a summary of Sexual Harassment complaints received and disposed offduring the year:
a. No. of Complaints received: 0
b. No. of Complaints disposed off : 0
MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 The Boardhave on the recommendation of the Nomination & Remuneration Committee framed a Policyfor Selection and appointment of Directors senior management and their Remuneration.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Ms. Nikita Rohilla Company Secretary in Practice to undertake theSecretarial audit of the Company. The Secretarial Auditor Report provided By theSecretarial Auditor in Form No. MR-3 has been enclosed as Annexure-II. Explanation to theobservations as notice in the Audit Report:
With reference to the qualifications we wish to explain that the in future Companywill do the best to file the e- forms with the Registrar of Companies NCT of Delhi &Haryana with in due time in order to avoid the additional fees levied by Registrar ofCompanies NCT of Delhi & Haryana for late filing and the Company is searching thebest Candidate for the post of Chief Financial Officer and Company Secretary. Further themanagement of the company will do the best to timely comply with the compliance s of SEBI(LODR) Regulations 2015 and will timely intimate the Exchange about the events.
A report on Corporate Governance along with a certificate regarding the complianceswith conditions of Corporate Governance as per Chapter IV of SECURITIES AND EXCHANGEBOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 isannexed to this report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report regarding the compliances with conditions ofCorporate Governance as per Chapter IV of SECURITIES AND EXCHANGE BOARD OF INDIA(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015 is annexed to thisreport.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
This is to inform you that the SEBI vides its letter SEBI HO/ISD/OW/P/2017/18183 datedAugust 7 2017 has forwarded a list of 331 shell companies and Edynamics Solutions Limitedis one of the 331 shell companies as mentioned in the list forward by the SEBI.
Further Edynamics Solutions Limited made a representation before the SEBI vides itsletter dated 22nd August 2017 against the SEBI letter dated 07th August2017 for placing the name of the company in shell companies list.
Meanwhile Edynamics Solutions Limited filed an appeal No. 203 of 2017 before Hon'bleSecurities Appellate Tribunal. Hon'ble SAT vide order dated August 23 2017 directed thefollowing:-
"As the appellant has already made a representation to SEBI against the saidex-parte order dated 7th August 2017 Counsel for the appellant on instructionseeks to withdraw the appeal with liberty to pursue the representation filed before SEBI.Accordingly we permit the appellant to withdraw the appeal with liberty to pursue therepresentation pending before SEBI.
SEBI is directed to dispose of the representation made by the appellant asexpeditiously as possible and in any event within a period of three weeks from today. Itis made clear that passing of any order on the representation made by the appellant wouldnot preclude SEBI from further investing the matter and initiate appropriate proceedingsif deemed fit."
Further BSE Limited vides its letter no. L/SURV/OFL/KM/COMP/535694 dated December 062017 intimating about appointment of M/s. C J S Nanda & Associates CharteredAccountants to carry out audit of your company pursuant to the order passed by SEBI. Thematter is still pending and final order yet to be passed by SEBI.
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(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 at the end of the financial year and ofthe profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The board wishes to express and place on records its gratitude for the faith reposed inand cooperation extended to the company by the shareholders of the company. Your directorswish to place on record their deep sense of appreciation for the devoted and sincereservices of the executives staff and workers of the company for its success.
|Date: 26.08.2019 || || |
|Place: New Delhi ||By Order of the Board |
| ||For Edynamics Solutions Limited |
| ||Sd/- ||Sd/- |
| ||Vikas Saini ||Anita Gupta |
| ||DIN: 06503769 ||DIN: 06501012 |
| ||Director ||Director |