Dear Members `
The Board of Directors hereby submits the report of the business and operations of yourCompany (the Company' or Empower') along with the audited financialstatements for the financial year ended March 31 2017. The consolidated performance ofthe Company and its subsidiaries has been referred to wherever required.
FINANCIAL HIGHLIGHTS (STANDALONE & CONSOLIDATED):
| ||2017 ||2016 ||2017 ||2016 |
|Total Income ||90.36 ||102.68 ||90.36 ||102.71 |
|Less: ||90.01 ||102.30 ||90.11 ||102.69 |
|Total Expenses excluding Depreciation and tax || || || || |
|Profit before Depreciation & Tax ||0.35 ||0.38 ||0.25 ||0.02 |
|Less: Depreciation ||0.12 ||0.12 ||0.12 ||0.16 |
|Profit/(Loss)before Tax ||0.23 ||0.26 ||0.13 ||(0.14) |
|Less: Tax || || || || |
| Current Tax ||0.08 ||0.02 ||0.08 ||0.02 |
| Deferred Tax ||0.01 ||0.04 ||0.01 ||0.04 |
|Profit/(Loss)after tax ||0.14 ||0.20 ||0.04 ||(0.20) |
Figures are rounded off to the nearest decimal
The Board of Directors hereby state that during the financial year ended on 31st March2017 Total Consolidated Revenue for the fiscal year 2016-17 was Rs. 90.36 Cr and Earningsbefore depreciation and tax stood at Rs. 0.25 Cr. Profit after tax and extraordinary itemstood at Rs. 0.04 Cr.
Profit for the year is adjusted towards the accumulated loss from the previous years.Hence in order to stabilize the bottom line of the company it was not feasible todeclare dividend for this year end.
TRANSFER TO RESERVES:
The Company does not propose to transfer any amount to the General Reserve out of theamount available for appropriations.
Authorized Share Capital:
The Authorized Share Capital of the Company as at March 31 2017 is Rs.1250000000/- divided into 1250000000 Equity Shares of Re. 1/- each.
Issued & Subscribed Share Capital:
The Issued & Subscribed Capital of the Company as at March 31 2017 is Rs.1163798560/- divided into 1163798560 Equity Shares of Re. 1/- each.
During the year under review the Company has not issued any shares. The Company hasnot issued shares with differential voting rights. It has neither issued employee stockoptions nor sweat equity shares and does not have any scheme to fund its employees topurchase the shares of the Company.
AUDITORS AND THEIR REPORTS:
Under Section 139 of the Companies Act 2013 and the Rules made there under it ismandatory to rotate the statutory auditors on completion of the maximum term permittedunder the said section. The audit committee of the Company has proposed and the Board ofDirectors of the Company has recommended the appointment of M/s Agarwal Desai and ShahChartered Accountants (Firm registration number 124850W ) as the Statutory Auditors ofthe Company. M/s Agarwal Desai and Shah would hold office for a period of threeconsecutive years.
There is no qualification reservation or adverse mark made by the Statutory Auditor inits report. The said report also forms a part of this Annual Report.
As required under Section 204 of the Companies Act 2013 and Rules there under theBoard had appointed Neha Chaurasia Practicing Company Secretary as the SecretarialAuditor of the Company. Report of the Secretarial Auditor has been annexed as Annexure1 to this Report.
Thereis no qualification reservation or adverse mark made by the Secretarial Auditorin its report.
Pursuant to Section 138 of the Companies Act 2013 and Rules thereunder the Board hasappointed M/s. Tejas Nadkarni & Associates as the Internal Auditor of the Company.
The Internal Auditor has not reported any qualification reservation or adverse opinionduring the period under review.
MANAGEMENT'S DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:
The Management Discussion and Analysis Report and the Report on Corporate Governanceas required under the Listing Regulations forms part of the Annual Report.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
a. Empower Bollywood Private Limited b. Empower TradEX Private Limited c. EmpowerE-ventures LLP
Section 129(3) of the Companies Act 2013 requires preparation of consolidatedfinancial statement of the Group and of all the subsidiaries including associate companyand joint venture businesses in the same form and manner as that of its own. IndianAccounting Standard (Ind AS) 28 on Investments in Associates and Joint Ventures definesAssociate Group as an entity over which the investor has significant influence. Itmentions that if an entity holds directly or indirectly through intermediaries 20 percent or more of the voting power of the enterprise it is presumed that the entity hassignificant influence unless it can be clearly demonstrated that this is not the case.
The Company holds investments in Jharkhand Mega Food Park Private Limited an SPVformed under the aegis of Ministry of Food Processing Industries (MoFPI) which by shareownership is deemed to be an associate company.
The Company has 43.98 % of Equity holding in the SPV
The Company has not entered into any joint venture agreement with any Companies.
CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of the Company and its subsidiaries and associateCompany prepared in accordance with Indian Accounting Standards notified under theCompanies (Indian Accounting Standards) Rules 2015 (Ind AS') form part of theAnnual Report and are reflected in the Consolidated Financial Statements of the Company.
The annual financial statements of the subsidiaries and related detailed informationwill be kept at the Registered Office of the Company as also at the registered offices ofthe respective subsidiary companies and will be available to investors seeking informationat any time.
Further a statement containing the salient features of the financial statement of oursubsidiaries in the prescribed format AOC-1 is appended as Annexure 2to the Board'sreport.
The Company has adopted a Policy for determining Material Subsidiaries in terms ofRegulation 16(1)(c) of the Listing Regulations. The Policy as approved by the Board isuploaded on the Company's website.
CHANGES IN DIRECTORS:
Ms. Rekha Bahadulrama was appointed as a Non-Executive Director on the Board of theCompany in the previous Annual General Meeting of the Company held on September 27 2016.She has been a constant support to the marketing and development activities of the Companyand continuous to share her expertise to the extent best suitable to the Company.
Mr. Mohd. Zulfeqar Hashim Khan on the recommendation of the Nomination&Remuneration Committee was appointed by the Board as Additional Director on February11 2017 and subject to the approval of the Members in the ensuing Annual General Meetingwould continue as a Non-Executive Director of the Company.
Ms. Jayashree Nelonde on recommendation of the Nomination & RemunerationCommittee was appointed by the Board as Additional Director on September 6 2017 andsubject to the approval of the Members in the ensuing Annual General Meeting wouldcontinue as aNon-Executive Independent Director of the Company.
Mr. Anil Nikam on recommendation of the Nomination and Remuneration Committee wasappointed by the Board as Additional Director on September 6 2017 and subject to theapproval of the Members in the ensuing Annual General Meeting would continue as anExecutive Director of the Company.
Change in Designation:
During the year under review Mr. Rajgopalan Iyengar was appointed as the Chairman ofthe Board on August 30 2016. As he was the Chief Financial Officer (CFO) of the Companyat that time he passed his baton to Mr. Mangesh Gurav who took the position of CFO ofthe Company with effect from August 30 2016.
Later due to change in Mr. Rajgopalan Iyengar's designation as CEO and ExecutiveDirector of the Company and in order to meet the Board composition as per relevantprovisions of Companies Act Mr. Iyengar stepped down from the Chairmanship of the Boardand handed over the position to Mr. Kiran Thakore on February 11 2017.
Retirement by Rotation:
In accordance with the provisions of Section 152 of the Act read with Article 91 of theArticles of Association of the Company Mr. Kiran Thakore will retire by rotation at theAGM and being eligible offers himself for re-election. Your Board has recommended hisre-election.
Mr. Sameer Pedekar and Mr. Paresh Gharat Non-Executive Independent Directors resignedfrom the Company with effect from close of business on August 30 2016. Your Directorswould like to record their appreciation for the services rendered by Mr. Sameer and Mr.Paresh.
Mr. Vinod Shinde CEO and Executive Director of the Company resigned from the positionof CEO and Director with effect from close of business on January 23 2017 after 4 yearsof service. Your Directors would like to record their appreciation of the servicesrendered by Mr. Vinod Shinde.
Ms. Rekha Bahadulrama Non-Executive Director and Ms. Kaveeta Anand IndependentDirector of the Company resigned from the Board w.e.f. September 6 2017. Your Directorswould like to record their appreciation for the services rendered by Ms. Rekha Bahadulramaand Ms. Kaveeta Aanaand during their tenure with the Company.
Mr. Mangesh Gurav ceased to be a director of the Company w.e.f 30th August 2016. Hehowever was appointed as the Chief Financial Officer of the Company from the same date.
KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of the Act the following are the Key Managerial Personnel(KMP) of the Company:
Mr. Rajgopalan Iyengar Chief Executive Officer* Mr. Mangesh Gurav Chief FinancialOfficer
Mrs. Diviya Nadar Company Secretary and Compliance Officer*
*Rajgopalan Iyengar was designated as the Compliance Officer of the Company w.e.f 3rdJuly 2017 due to resignation of Ms. Diviya Nadar the erstwhile Compliance Officer of theCompany.
DECLARATION BY INDEPENDENT DIRECTORS:
All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board they fulfill the conditionsof independence as specified in the Act and the Rules made there under and are independentof the management.
BOARD AND COMMITTEE MEETINGS:
A calendar of Board and Committee Meetings to be held during the year was circulated inadvance to the Directors. Seven Board Meetings were convened and held during the year.
Details of the composition of the Board and its Committees and of the Meetings held andattendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Act and the Listing Regulations.
We have not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as of the Balance Sheet date.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and the Listing Regulations. There were no materiallysignificant Related
Party Transactions made by the Company during the year that would have requiredShareholder approval under the Listing Regulations.
All Related Party Transactions are placed before the Audit Committee for approval.Prior omnibus approval of the Audit Committee is obtained for the transactions which arerepetitive in nature whenever required. A statement of all Related Party Transactions isplaced before the Audit Committee for its review on a quarterly basis specifying thenature value and terms and conditions of the transactions.
Further as all the transactions with related parties have been conducted at an arms'length basis and are in the ordinary course of business there are no transactions to bereported in Form AOC-2 and as such do not form part of this report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of TheCompanies (Accounts) Rules 2014 is attached as Annexure 3 to theBoard's Report.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 92(3) of the Act and Rule 12(1) of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in Form MGT 9 is attached as
Annexure 4 to the Board's Report.
In addition to the duties as prescribed under the Act the Directors on the Board ofthe Company are also expected to demonstrate high standards of ethical behavior stronginterpersonal and communication skills and soundness of judgment. Independent Directorsare also expected to abide by the Code for Independent Directors' as outlined inSchedule IV to the Act.
Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an annual evaluation of its own performance performance of the Directorsas well as the evaluation of the working of its Committees. The Nomination andRemuneration has defined the evaluation criteria procedure and time schedule for thePerformance Evaluation process for the Board its Committees and Directors.
The Board's functioning was evaluated on various aspects including inter aliastructure of the Board including qualifications experience and competency of Directorsdiversity in Board and process of appointment; Meetings of the Board including regularityand frequency agenda discussion and dissent recording of minutes and dissemination ofinformation; functions of the Board including strategy and performance evaluationcorporate culture and values governance and compliance evaluation of risks stakeholdervalue and responsibility evaluation of management's performance and feedbackestablishment and delineation of responsibilities to Committees effectiveness of Boardprocesses information and functioning and quality of relationship between the Board andmanagement.
Directors were evaluated on aspects such as professional qualifications priorexperience especially experience relevant to the Company knowledge and competencyability to function as a team initiative attendance independence and guidance/ supportto management. In addition the Chairman was also evaluated on his effectiveness ofleadership and ability to steer meetings impartiality and ability to keep shareholders'interests in mind.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Directors being evaluated.
DETAILS OF LOANS GUARANTEES AND INVESTMENTS U/S 186 OF THE ACT:
Details of loans guarantee or investments made by your Company under Section 186 ofthe Companies Act 2013 during the financial year 2016-17 is appended in the notes to theFinancial Statements that form part of this Annual Report.
POLICY ON NOMINATION AND REMUNERATION:
The Company has adopted a Nomination and Remuneration Policy for the Directors KeyManagerial Personnel and other employees pursuant to the provisions of the Act and theListing Regulations. The Remuneration Policy is uploaded on the Company website with thelink as www.empowerindia.in
POLICY AGAINST SEXUAL HARASSMENT:
The Company has framed a policy on Sexual Harassment of Women at workplace whichcommits to provide a workplace that is free from all forms of discrimination includingsexual harassment. The Policy can be viewed at Company website with the link aswww.empowerindia.in
The Company has established vigil mechanism pursuant to section 177 of the Act and theListing Agreement for Directors and Employees to report their concerns and has also takensteps to safeguard any person using this mechanism from victimization and in appropriateand exceptional cases; there is direct access to approach Mr. Nikhil Pednekar Chairman ofthe Audit Committee. The said policy is uploaded on the Company's website and can beviewed at Company website with the link as www.empowerindia.in
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading under theSEBI (Prohibition of Insider Trading) Regulations 2015. The Code lays down guidelines forprocedures to be followed and disclosures to be made by insiders while trading in thesecurities of the Company. Details of dealing in the Company's shares by DesignatedPersons are placed before the Audit Committee on a quarterly basis. The Company has alsoadopted a Code of Corporate Disclosure Practices for ensuring timely and adequatedisclosure of Unpublished Price Sensitive Information by the Company to enable theinvestor community to take informed investment decisions with regard to the Company'sshares
The policy is uploaded on the Company's website and can be viewed at the Companywebsite at www.empowerindia.in
Risk management comprises all the organizational rules and actions for earlyidentification of risks in the course of doing business and the management of such risks.
Although not mandatory as a measure of good governance the Company has constituted aRisk Management Committee of the Board. The Committee reviews the Company's performanceagainst identified risks formulates strategies towards identifying new and emergent risksthat may materially affect the Company's overall risk exposure and reviews the RiskManagement Policy and structure.
This robust Risk Management framework seeks to create transparency minimize adverseimpact on business objectives and enhance the Company's competitive advantage. TheInternal Audit Department is responsible for facilitating coordination with the heads ofvarious Departments with respect to the process of identifying key risks associated withthe business manner of handling risks adequacy of mitigating factors and recommendingcorrective action.
The Company has adopted a Risk Management Policy pursuant to Section 134 of the Act.The Policy is also made available at the company's website at www.empowerindia.in
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Company has appropriate internal control systems for business processes with regardto its operations financial reporting and compliance with applicable laws andregulations. It has documented policies and procedures covering financial and operatingfunctions and processes. These policies and procedures are updated from time to time andcompliance is monitored by the internal audit function as per the audit plan. The Companycontinues its efforts to align all its processes and controls with best practices.
Details of the internal controls system are given in the Management Discussion andAnalysis Report which forms part of the Board's Report.
Your Company considers People at its most valuable asset. It continues to focus onprogressive employee relations policies creating an inclusive work culture and a strongtalent pipeline.
Your Company is focused on building a high-performance culture with a growth mindsetwhere employees are engaged and empowered to be the best they can be.
The Company has well documented and updated policies in place to prevent any kind ofdiscrimination and harassment including sexual harassment. The Whistle Blower Policyplays an important role as a watchdog.
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns details of which have been given in the Corporate GovernanceReport. During the year there have been no complaints alleging child labour forcedlabour involuntary labour and discriminatory employment.
PARTICULARS OF EMPLOYEES:
The information required under Section 197(12) of the Act read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attachedas Annexure 5to the Board's Report.
The information required under Rule 5(2) and (3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided in the Annexure forming partof the Report.
A separate report on Corporate Governance is provided together with a Certificate fromthe Statutory Auditors of the Company regarding compliance of conditions of CorporateGovernance as stipulated under Listing Regulations. A Certificate of the CEO and CFO ofthe Company in terms of Listing Regulations inter alia confirming the correctness of thefinancial statements and cash flow statements adequacy of the internal control measuresand reporting of matters to the Audit Committee is also annexed.
No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.
There were no material changes and commitments affecting the financial position of theCompany which occurred during the financial year to which the financial statements relateon the date of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The companies on whom the provisions of the CSR shall be applicable are contained inSub Section 1 of Section 135 of the Companies Act 2013. As per the said section thecompanies having Networth of INR 500 crore or more; or Turnover of INR 1000 crore or more;or Net Profit of INR 5 crore or more during any financial year shall be required toconstitute a Corporate Social Responsibility Committee of the Board "hereinafter CSRCommittee" with effect from 1st April 2014.
As your Company does not fall in any of the criteria specifies above thedisclosure/reporting as applicable to CSR companies is not applicable to the Company.However the Company strives to make constant efforts to contribute to the Society bytrying to achieve a balance of economic environmental and social imperatives while atthe same time addressing the expectations of shareholders and stakeholders.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of the provisions of Companies Act 2013 the Directors state that: o Inpreparation of the annual accounts for the financial year ended 31st March 2017 theapplicable accounting standards have been followed along with proper explanation relatingto material departures; o The directors had selected such accounting policies to thefinancial statements and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give true and fair view of the state of affairs of theCompany at the end of the financial year as on 31st March 2017 and of the profit of theCompany for that period; o The directors had taken proper and sufficient care formaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; o The directors had prepared the annual accounts on a going concernbasis; and o The directors have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and were operatingeffectively. o The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Your Directors acknowledge the dedicated service of the employees of the Company duringthe year. They would also like to place on record their appreciation for the continuedco-operation and support received by the Company during the year from bankers businesspartners and other stakeholders.
|For Empower India Limited |
|Kiran Thakore |
|Chairman &Director |
|DIN: 03140791 |
Date : September 6 2017 Place : Mumbai