The Directors of the Company have pleasure in presenting the Thirty Eight Annual Reporton the business and operations of the Company together with the audited financialstatements for the financial year March 31 2020 on the standalone as well as consolidatedbasis.
FINANCIAL HIGHLIGHTS (STANDALONE & CONSOLIDATED):
|Particulars ||Standalone ||Consolidated |
| ||2020 ||2019 ||2020 ||2019 |
|Total Income ||- ||114.81 ||5.59 ||114.81 |
|Less: || || || || |
| ||35.17 ||110.82 ||35.20 ||110.82 |
|Total Expenses excluding Depreciation and tax || || || || |
|Profit before Depreciation & Tax ||(35.17) ||3.99 ||(29.61) ||3.99 |
|Less: Depreciation ||- ||- ||- ||- |
|Less: Exceptional Items ||1415.77 ||- ||1312.97 ||- |
|Profit/(Loss)before Tax ||(1450.94) ||3.99 ||(1342.58) ||3.99 |
|Less: Tax || || || || |
|i. Current Tax ||- ||1.02 ||- ||1.01 |
|ii. Deferred Tax ||- ||- ||- ||- |
|Profit/(Loss)after tax ||(1450.94) ||2.97 ||(1342.58) ||2.97 |
Figures are rounded off to the nearest decimal
RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS:
During financial year ended 31st March 2020 the Company has reportedStandalone and Consolidated loss before Depreciation & Tax of Rs. 35.17 lakhs and Rs.29.61 lakhs respectively.
Please refer to the Management Discussion and Analysis section which forms a part ofthis Annual Report for details of the performance and operations review and the Company'sstrategies for growth. COVID-19: During the lockdown imposed by the Government tocombat COVID-19 it spread rapidly in the last month of FY 2020 the Industrial andCommercial establishments were closed and till date at many a locations these are stillopen in restricted conditions. The company ensured the well-being of the employees duringlock down and also it was lifted partially. Your company is also working in a similarenvironment under the restrictive conditions and it causes potential to impact thecompany the company has put in place mitigation plans to minimize the adverse impact onboth revenue and profitability. There are no material changes or commitments affecting thefinancial position of the Company between the end of the financial year and the date ofthe report.
The audited Standalone and Consolidated Financial Statements of the Company for theyear ended March 31 2020 has been prepared in accordance with provisions of the CompaniesAct 2013 Regulation 33 of the Securities and Exchange Board of India (Listing Obligationand Disclosure Requirements) Regulations 2015 and the Indian Accounting Standards (IndAS).
Further a statement containing the salient features of the financial statement of oursubsidiaries in the prescribed format AOC-1 is appended as Annexure II' tothe Board's report.
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.
On account of losses incurred during the financial year ended 31 March 2020 the Boardof Directors of the company have not recommended dividend.
The Company does not propose to transfer any amount to the General Reserve out of theamount available for appropriations.
During the year under review The Company has not issued equity shares withdifferential voting rights or sweat equity shares. The Company has not offered any sharesunder Employee Stock Option Scheme. The Company has not bought back any of its securitiesduring the Financial Year under review. The Company has not issued any debentures bondsor any other non-convertible securities or warrants during the financial year underreview. During the financial year under review no changes took place in the share capitalof the Company.
Authorized Share Capital:
The Authorized Share Capital of the Company as at March 31 2020 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 2020 is Rs.1163798560/- divided into 1163798560 Equity Shares of Re. 1/- each.
AUDITORS AND THEIR REPORTS:
M/s. Tejas Nadkarni & Associates Chartered Accountant were appointed asStatutory Auditors of the Company by the members of the company on the 37thAnnual General Meeting of the company held on 30th September 2019 to conductAudit and hold office for financial year 2019-20 to financial year 2021-22.
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.
A Secretarial Audit Report for the year ended 31st March 2020 inprescribed form duly audited by a Practising Company Secretary Ms. Sunita ManishAgrawal is annexed as Annexure I' herewith and forming part ofthe report.
There is no qualification reservation or adverse mark made by the Secretarial Auditorin its report.
M/s. Mohan Sharma & Associates Cost Accountants performs the duties ofinternal auditors of the Company for the financial year 2019-20 and their reports asreviewed by the audit committee from time to time.
The previous Internal Auditor has not reported any qualification reservation oradverse opinion during the period under review.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement of providing details relating to deposits as also of deposits which are not incompliance with Chapter V of the Act is not applicable.
CHANGE IN NATURE OF BUSINESS IF ANY:
There is no change in the nature of the business of the Company during the year underreview.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the period under review there were no significant and material orders passed bythe Regulators or Courts or Tribunals which impacts the going concern Status and company'soperations in future.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN END OF FINANCIAL YEAR AND DATE OF THIS REPORT
There is no material change and commitment affecting the financial position of theCompany which has occurred between end of the Financial Year under review and the date ofthis Report.
MANAGEMENT'S DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT:
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 form part of the Annual Report.
PERFORMANCE OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
Performance of Subsidiaries along with Company's performance already provided aboveunder the heading "STATE OF COMPANY'S AFFAIRS".
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of Section 152 of the Act read with Article 91 of theArticles of Association of the Company Mr. Zulfeqar Khan will retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-election. YourBoard has recommended his re-election.
The details of the changes in Board Composition including appointment and resignationheld during the year are elaborately described in the section Report on CorporateGovernance and forming part of this report.
KEY MANAGERIAL PERSONNEL:
In terms of Section 203 of the Act the following are the Key Managerial Personnel(KMP) of the Company:
Mr. Zulfeqar Mohammad Khan Managing Director
Mr. Rajgopalan Iyengar Chief Financial Officer and Compliance officer.
NUMBER OF MEETINGS OF BOARD OF DIRECTORS:
The Board of Directors met Eight (8) times during the financial year. The provisions ofCompanies Act 2013 Secretarial Standard 1 issued by the Institute of CompanySecretaries of India (ICSI) and Regulation 17(2) of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 were adhered to while considering theperiodicity and time gap between two meetings.
DETAILS OF COMMITTEES OF DIRECTORS:
Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors Stakeholders' Relationship Committee of Directors and Risk Management Committeeof Directors number of meetings held of each Committee of Directors during the financialyear 2019-20 and meetings attended by each member of the Committee as required under theCompanies Act 2013 are provided in Corporate Governance Report forming part of AnnualReport. The recommendations of the Audit Committee as and when made to the Board havebeen accepted by it.
DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to Section 149(7) of the Companies Act 2013 Independent Directors of theCompany have made a declaration confirming the compliance of the conditions of theindependence stipulated in Section 149(6) of the said Act.
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES AND INDIVIDUALDIRECTORS
A formal evaluation of the performance of the Board it's Committees the Chairman andthe individual Directors was carried out for the year 2019-20. Led by the Nomination &Remuneration Committee the evaluation was done using individual questionnaires coveringamongst others vision strategy & role clarity of the Board Board dynamics &processes contribution towards development of the strategy risk management budgetarycontrols receipt of regular inputs and information functioning performance &structure of Board Committees ethics & values skill set knowledge & expertiseof Directors leadership etc.
As part of the evaluation process the performance of non-independent Directors theChairman and the Board was done by the independent Directors. The performance evaluationof the respective Committees and that of independent and non-independent Directors wasdone by the Board excluding the Director being evaluated. The Directors expressedsatisfaction with the evaluation process.
COMPLIANCE OF SECRETARIAL STANDARDS:
Your Company has complied with the applicable Secretarial Standards.
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 nomaterially significant Related Party Transactions made by the Company during the year thatwould have required Shareholder 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 the details of the related party transactions as required under Section134(3)(h) r/w Rule 8 (2) of the Companies (Accounts) Rules 2014 and under Regulations34(3) & 53(f) of Para A of Schedule V of SEBI (LODR) Regulations 2015 is attached asAnnexure III . As all the transactions with related parties havebeen conducted at an arms' length basis and are in the ordinary course of business thereare no transactions to be reported in Form AOC-2 and as such do not form part ofthis report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Particulars in respect of conservation of energy technology absorption and foreignexchange earnings and outgo as required under Section 134(3)(m) of the Companies Act2013 read with Companies (Accounts) Rules 2014 are set out in a separate statementattached hereto and forming part of the report. (Annexure IV')
EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of the Annual Return isannexed herewith and forming part of the report. (Annexure-V')
The Annual Return will be available on the website of the Company atwww.empowerindia.in.
SAFETY HEALTH ENVIRONMENT AND SUSTAINABILITY:
The Company gives foremost importance to Safety Health and Environment and strivesrelentlessly on cultivating and improving safe work culture health awareness ecologicalbalance and environment protection.
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 2019-20 is appended in the notes to theFinancial Statements that form part of this Annual Report.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Company believes that internal control is a prerequisite of the principle ofGovernance and that freedom should be exercised within a framework of checks and balances.The Company has a well-established internal control framework which is designed tocontinuously assess the adequacy effectiveness and efficiency of financial andoperational controls. The management is committed to ensure an effective internal controlenvironment commensurate with the size and complexity of the business which provides anassurance on compliance with internal policies applicable laws regulations andprotection of resources and assets.
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 VI' to 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.
Your Company reaffirms its commitment to Corporate Governance and is fully compliantwith the requirements relating to Corporate Governance. A report on Corporate Governancepursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 form part of the Annual Report and annexed as Annexure VII.A Certificate of the Managing Director and CFO of the Company in terms of ListingRegulations inter alia confirming the correctness of the financial statements and cashflow statements adequacy of the internal control measures and reporting of matters to theAudit Committee is also annexed as Annexure- VIII.
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.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The provisions for corporate social responsibility ("CSR") under theCompanies Act 2013 are not applicable to the company for the current financial year.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of the provisions of Companies Act 2013 the Directors state that:
In preparation of the annual accounts for the financial year ended 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures; The directors had selected such accountingpolicies to the financial statements and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give true and fair view of the state ofaffairs of the Company at the end of the financial year as on 31st March 2020 and of theprofit of the Company for that period; The directors had taken proper and sufficient carefor maintenance of adequate accounting records in accordance with the provisions of thisAct for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities; The directors had prepared the annual accounts on a going concernbasis; and The directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively. The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION143:
Pursuant to section 134(3) of the Companies Act 2013 there was no frauds reported bythe Statutory Auditor of the Company under section 143(12) of the Companies Act 2013.
DISCLOSURES RELATED TO POLICIES:
Policy on Nomination and Remuneration
Policy on Directors' appointment and remuneration is to follow the criteria as laiddown under the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Emphasis is given to persons from diverse fields orprofessions. The Remuneration Policy is uploaded on the Company website with the link aswww.empowerindia.in
Risk Management Policy
Your Company has developed and implemented a Risk Management Policy includingidentification of element of risk and its severity that may impact the existence of theCompany. A dedicated Risk Management Committee of Senior Executives has been appointed bythe Company to evaluate the risk and mitigation plan and monitor them. Based on theirevaluation there is no element of risk identified by the Management that may in theopinion of the Board threaten the existence of the Company.
Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasconstituted a sub-committee of Directors to oversee the Enterprise Risk Managementframework
The Risk Management Committee periodically reviews the framework and high risks andopportunities which are emerging or where impact is substantially changing.
There are no risks which in the opinion of the Board threaten the existence of theCompany. However the risks that may pose a concern are set out in the ManagementDiscussion and Analysis which forms a part of this Annual Report.
The Risk Management Policy is uploaded on the Company website with the link aswww.empowerindia.in
Material Subsidiary Policy
Pursuant to the provisions of the Listing Regulations the Company has adopted a Policyfor determining Material Subsidiaries which lays down the criteria for identifyingmaterial subsidiaries of the Company.
The Policy for determining Material Subsidiaries was reviewed and revised to align itwith the changes in applicable law.
The same may be accessed on the website of the Company at www.empowerindia.in
In order to ensure that the activities of the company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour the company has adopted a vigil mechanismpolicy; there is direct access to approach Mrs. Rani Challayesteru Chairman of the AuditCommittee. The said policy is uploaded on the Company's website and can be viewed atCompany website with the link as www.empowerindia.in.
Policy Against Sexual Harassment
As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition &Redressal) Act 2013 (POSH Act') and Rules made thereunder yourCompany has constituted Internal Complaints Committees. During the year under review theCompany has not received any complaints of sexual harassment from any employees of theCompany.
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.
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.
Your directors place on record their appreciation of the customers bankers Governmentof India Registrar and Share Transfer Agent vendors for the support extended. Yourdirectors also wish to place on record their appreciation of the contribution made byemployees at all levels without whom the growth of the company is unattainable. Yourdirectors seek and look forward to the same support during future years of growth.