Narendra Investments (Delhi) Limited
Your Directors have pleasure in presenting the 42nd Annual Report togetherwith the audited statement of accounts for the year ended 31st March 2019.
|1. Financial Results || || |
(Amount In Rupees)
| ||Standalone ||Consolidated |
|Particulars ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Profit before Interest Depreciation and Tax ||1927286 ||3291109 ||(6527724) ||4122462 |
|Finance Cost ||317087 ||456959 ||1738648 ||849026 |
|Depreciation and Amortisation ||616284 ||616284 ||1711748 ||815189 |
|Profit / (Loss) Before Tax ||993915 ||2217866 ||(9978119) ||2458247 |
|Provision for taxation ||270449 ||390538 ||(2134889) ||452232 |
|Profit / (Loss) After Tax ||723466 ||1827328 ||(7843231) ||2006015 |
|Other Comprehensive Income ||(1933600) ||1389527 ||(1933600) ||1389527 |
|Total Comprehensive Profit for year ||(1210133) ||3216855 ||(9776830) ||3395542 |
|Total Comprehensive Profit for year attributable to ||- ||- ||(3397853) ||42822 |
|Non-Controlling Interest || || || || |
|Earnings per Share (Basic & Diluted) ||0.19 ||0.59 ||(1.16) ||0.63 |
The Standalone Operating Income of the Company is derived from a mix of sale of sharesdividend interest income advisory income and other income. The Profit after Tax of theCompany from standalone business for the year ended 31st March 2019 is723466/- as against 1827328/- for the previous year. The Consolidated Loss for yearended 31stMarch 2019 is 7843230/- as against profit of 2006015 for yearended 31stMarch 2018. The Company has made substantial investments during theyear for expanding its operation in Indian as well as Overseas market which is the mainreason for fall in profit. The management is hopeful of achieving better returns on theseinvestments in near future.
In order to conserve the resources and need of the funds for expansion and workingcapital requirement for its key subsidiary company i.e. Fudkor India Pvt. Ltd. managementhas decided not to distribute any dividend and plough back the profits in the business.
4. SHARE CAPITAL:
The paid-up equity share capital as on 31stMarch 2019 was 38200000/-divided into 3820000 equity share of 10/- each. During the year under review the companyhas not made any fresh issue of shares.
5. TRANSFER OF UNPAID/UNCLAIMED DIVIDEND:
The Company does not have any amount of Unpaid/Unclaimed Dividend which is required tobe transferred to the Investors Education & Protection fund as required under Sectionof the Companies Act. There is no other statutory amount like outstanding unpaid RefundAmount on Share Applications unpaid interests or principal of Deposits and Debenturesetc. lying with the company which are required to be transferred to Investors Educationand Protection Fund.
6. TARNSFER TO RESERVES
The company does not propose to be transferred out of the current profits to GeneralReserve.
7. CHANGE IN BUSINESS NATURE
There has been no change in the Nature of Business of the company during the year
8. FIXED DEPOSITS:
The company has not accepted the fixed deposits during the year under report.
9. COMPLIANCE WITH THE LISTING AGREEMENT:
Company's shares are listed on BSE Ltd. w.e.f. 13th December' 2016 andCompany has complied with the mandatory provisions of Corporate Governance as stipulatedin the Listing Agreement with the Stock Exchange.
10. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company prepared in accordance with IND AS103 issued by the Institute of Chartered Accountants of India form part of the AnnualReport. The annual accounts of the subsidiary company and related detailed information areavailable on the website of the Company and are kept at the Registered Office of theCompany and its subsidiary company and will be available to investors seeking informationat any time. The consolidated financial results reflect the operations of Fudkor IndiaPrivate Limited and Vegico Foods Private Limited (Subsidiaries).
Fudkor India Private Limited (51%) and Vegico Foods Private Limited (100%) aresubsidiaries of the company. Both of the subsidiaries are engaged in business ofmanufacturing and trading of Food Products like Spices Pickles Ready to make foods etc.Detailed information regarding these subsidiaries can be found on their respectivewebsites.
Joint Venture Company/Associates
The Company has no Joint Venture Company/Associates as on date of this Balance Sheet.
11. SIGNIFICANT OR MATERIAL ORDER PASSED BY REGULATORS/COURTS
During the year under review there were no significant or material orders passed bythe regulators or court or tribunals impacting the going concern status and CompanyOperations in future.
12. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
There are no material changes and commitments affecting financial position of theCompany which has occurred between the end of the financial year of the Company i.e. March31 2019 and the date of the director report.
13. CORPORATE SOCIAL RESPONSIBILITY
With the enactment of the Companies Act 2013 and the Companies (Corporate SocialResponsibility) Rules 2014 read with various clarifications issued by the Ministry ofCorporate Affairs every Company having the net worth of 500 crores or more or turnover of1000 crores or more net profit of 5 crores during any financial year have to spend atleast 2% of the average net profit of the Company made during the three immediatelypreceding financial years. Accordingly the provision of CSR activities under CompaniesAct 2013 do not apply to company.
14. CORPORATE GOVERNANCE:
As required by the existing Regulation 34(3) of the Listing Regulation a detailedreport on Corporate Governance is included in the Annual Report. The Auditors havecertified the Company's compliance of the requirements of Corporate Governance in terms ofRegulation 34(3) of the Listing Regulation and the same is annexed to the Report onCorporate Governance.
15. RELATED PARTY TRANSACTION
All related party transactions that were entered into during the financial year were onan arm's length basis and in the ordinary course of business. All the related partytransactions are pre-approved by the Audit Committee. In view of this disclosure in formAOC-2 has not been provided as the same is not applicable to the Company. There were nomaterially significant Related Party Transactions made by the Company with PromotersDirectors and Key Managerial Personnel which may have a potential conflict with theinterest of the Company at large.
16. DISCLOSURE OF INFORMATION AS REQUIRED UNDER SECTION 134 (3)(M) OF THE COMPANIESACT 2013(ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES 2014
i) CONVERSION OF ENERGY
The Additional information required under the Act relating to conservation of energy isnot applicable to company.
ii) TECHNOLOGY ABSORPTION
The Additional information required under the Act relating to technology absorption isnot applicable to company.
iii) FOREIGN EXCHANGE TECHNOLOGY ABSORPTION
The company has no foreign exchange earnings or outgoes during the year under review.
17. AUDITORS: Statutory Auditors
M/s SHAH & KATHARIYA Chartered Accountants hold office till the conclusion of theensuing Annual General Meeting (AGM) subject to ratification of their appointment by theMembers at every AGM held after the ensuing AGM.
The Audit Report issued by the Auditors of the Company forms part of the Annual Reportand does not contain any qualification reservation or adverse remarks.
Pursuant to the provision of Section 138 of the Companies Act 2013 and the Companies(Accountants) Rules 2014 the company has adequate internal audit system.
Pursuant to the provision of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personal) Rules 2014 the company hasappointed M/s Shravan A. Gupta & Associates Company Secretary in Practice toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit isannexed herewith as Annexure B.
18. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company maintains adequate internal control systems which provide amongst otherthings adequate support to all its operations and effectively handle the demands of theCompany's financial management systems. The Company has in place effective systemssafeguarding the assets and interest of the Company and ensuring compliance with law andregulations. The Company's internal control systems are supplemented by an extensiveprogram of internal audit conducted by an external auditor to ensure adequate system ofinternal control.
19. DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 (5) of Companies Act 2013 as amended withrespect to the Directors' Responsibility Statement it is hereby confirmed that:
i. In the preparation of the accounts for the financial year ended 31st March 2019 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures;
ii. 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 March2019 and of the profitand loss of the Company for the year ended 31st March 2019;
iii. The Directors have taken proper and enough care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv. The Directors have prepared the annual accounts for the financial year ended31stMarch 2019 on a going concern basis.
v. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
There is no change in the directorship of the company.
21. INDEPENDENT DIRECTORS DECLARATION:
The Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.
22. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performanceboard committee and individual directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015. The performance ofcommittee was evaluated by the board after seeking inputs from all the directors on thebasis of the criteria such as the board composition and structure effectiveness of boardprocesses information and functioning etc.
The Board subsequently evaluated its own performance the working of its Committees(Audit Nomination and Remuneration and Stakeholders Relationship Committee) andindependent Directors (without participation of the relevant Director). The criteria forperformance evaluation have been detailed in the Corporate Governance Report attached tothis report.
23. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company aregiven in the notes to the financial statements.
24. PARTICULARS OF THE EMPLOYEES:
The information as per Section 197(12) of the Companies Act 2013 read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 formspart of this Report. However as per the provisions of Section 136 of the Companies Act2013 the report and accounts are being sent to the Members and others entitled theretoexcluding the information on employees' particulars which is available for inspection bythe Members at the Registered Office of the Company during business hours on working daysof the Company up to the date of the ensuing Annual General Meeting. If any Member isinterested in obtaining a copy thereof such Member may write to the Company Secretary inthis regard.
25. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:
Your Company strongly believes in providing a safe and harassment free workplace foreach and every individual working for the Company through various interventions andpractices. It is the continuous endeavor of the Management of the Company to create andprovide an environment to all its employees that is free from discrimination andharassment including sexual harassment. The Company has adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013 and the Rules thereunder. The Company arranged various interactive awarenessworkshops in this regard for the employees in the Corporate Office during the financialyear. During the financial year ended March 31 2019 no complaint pertaining to sexualharassment was received by the Company
26. SHARE TRANSFER SYSTEM:
Presently the Share Transfer documents received by the Company's Registrar and TransferAgents in physical form are processed approved and dispatched within a period of 5 to 15days from the date of receipt provided the documents received are complete and the sharesunder transfer are not under dispute.
The Company's Demat International Security Identification Number (ISIN) for its equityshares in NSDL and CDSL is INE666Q01016.
The Directors wish to thank and deeply acknowledge the cooperation and assistancereceived from the Bankers Suppliers and shareholders. The Director also wishes to placeon record their appreciation of the devoted services of employees of the company.