Your Directors have pleasure in presenting the 24th Annual Report of yourCompany together with the Audited Financial Statements for the financial year ended 31stMarch 2018.
1. Financial Highlights
Financial Summary and performance Highlights of your Company for the financial yearended 31st March 2018are as follows:
| || |
|PARTICULARS ||Year ended 31.03.2018 ||Year ended 31.03.2017 |
|Revenue from operations ||382.97 ||306.83 |
|Other Income ||36.59 ||39.76 |
|Total Income ||419.56 ||346.60 |
|Total Expenditure ||408.89 ||321.48 |
|Profit/ (Loss) Before exceptional items & tax ||11.24 ||25.11 |
|Exceptional items (write-off of investment/ bad debts/ loans) ||- ||- |
|Profit Before Tax ||11.24 ||11.24 |
|Tax Expenses ||(137.58) ||35.23 |
|Profit after tax ||148.78 ||(12.88) |
|Paid-up Share Capital ||1302.00 ||1302.00 |
|Reserves and Surplus (excluding revaluation reserve) ||(552.70) ||(701.49) |
2. Consolidated Financial Statements
As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (hereinafter referred to as "ListingRegulati'ons")and applicable provisions of the Companies Act 2013 read with theRules issued thereunder the Consolidated Financial Statements of the Company for thefinancial year 2017-18 have been prepared in compliance with applicable AccountingStandards and on the basis of audited financial statements of the Company and itssubsidiaries as approved by the respective Board of Directors.
The Consolidated Financial Statements together with the Auditors' Report for part ofthis Annual Report.
3. Year in Retrospect
During the year under review total income of the Company was Rs. 419.56 lakhs asagainst Rs. 346.60 lakhs in the previous year. The profit before tax for the year 2017-18was Rs. 11.24 lakhs. Your Directors are puffing in their best efforts to improve theperformance of the Company.
4. Reserves & Surplus
The net movement in the major reserves of the Company for FY 2017-18 and the previousyear are as follows:
| || ||(Rs. In lakhs) |
|Particulars ||FY 2017-18 ||FY 2016-17 |
|Securities Premium Account ||1838.00 ||1838.00 |
|Debenture Redemption Reserve ||0.00 ||0.00 |
|Profit & Loss A/c ||(2390.71) ||(2539.49) |
|Total ||(552.71) ||(701.49) |
5. Change of control of management
After the closed of the financial year; the entire management control over the Companyhas been acquired by Mr. Amarjit Singh Kalra from the old promoters. Mr. Amarjit SinghKalra has already completed those formalities pursuant to the provisions of the SEBI(Substantial Acquisition of shares and Takeovers) Regulations 2011.
6. Public deposits
During the financial year 2017-18 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
7. Material Changes after the close of the financial year affecting the financialposition of the Company
Save as mentioned elsewhere in this Report except change of name of Company from"Aurum Soft Systems Limited" to "Five Core Exim Limited" no materialchanges and commitments affecting the financial position of the Company have occurredbetween the close of the financial year of the Company - 31st March 2018 tillthe date of this Board Report.
Your Company did not declare any dividend during and in the end of financial year ended31st March 2018. There is no proposal for payment of any dividend in theensuing Annual General Meeting.
9. Subsidiaries/ Joint Ventures/ Associates
As at March 31 2018 your Company has one subsidiary namely Dicetek (Sing) PteLimited Singapore. It is engaged in the business of providing IT Services and Consulting.
As required under the Listing Agreements entered into with the Stock Exchanges andSection 129(3) of the Companies Act 2013 the Company has prepared the consolidatedfinancial statement of the Company and its subsidiary which forms part of this AnnualReport. The consolidated financial statements have been prepared in accordance with therelevant accounting standards as prescribed under Section 133 of the Companies Act 2013.
A statement containing the salient features of the financial statement of thesubsidiaries in the prescribed format AOC-1 is attached to the standalone financialstatements of the Company. The statement also provides the details of performancefinancial positions of the subsidiary. In accordance with Section 136 of the CompaniesAct 2013 the audited financial statements including the consolidated financialstatements and related information of the Company and audited accounts of each of itssubsidiarie. These documents will also be available for inspection during business hoursat the registered office of the Company.
10. Change in the nature of business
Basic nature of business of your Company remains same and there is no change inbusiness. However your Company is diversifying from predominantly being into IndustrialInfra to Urban Infra. In view of new emerging business opportunities in the same line ofbusiness in which your company operates it is proposed to supplement the existing mainobjects clause by re-stating / elaborating main objects of the Company.
11. Directors and Key Managerial Personnel
In terms of Section 149 of the Companies Act 2013 the Company had appointedIndependent Directors. As on 31st March 2018 the following persons were theIndependent Directors of the Company:
a. Mr. RajkumarProjapati
b. Mr. Vinish Channa
c. Mr. Paramdeep Singh Sarna
Mrs. Jagjit Kaur Kalra was appointed as Non-Executive Director w.e.f. 14thFeb 2018 and Mr. Vijay Joshi was appointed as CFO of the Company w.e.f. 14thFeb 2018. Paramdeep Singh Sarna has resigned from the Board of Directors w.e.f. 11thAug 2018. Mr. Rama Kant was appointed as Independent Directors w.e.f. 11thAug 2018.
Designation of Mr. Amarjit Singh Kalra appointed as Executive Director of the Companyw.e.f. 16th May 2017 has been changed to Non-Executive Director w.e.f. 14thFebruary2018.
As on the date of this Board Report the following persons are the IndependentDirectors of the Company:
a. Mr. Rajkumar Projapati
b. Mr. Vinish Channa
c. Mr. Rama Kant
In accordance with the provisions of section 149 of the Companies Act 2013 all theindependent directors were/ are non-rotational.
The present composition of the Board of Directors is as below:
a. Mrs. Surinder Kaur Kalra
b. Mr. Amarjit Singh Kalra
c. Mrs. Jagjit Kaur Kalra
d. Mr. Rajkumar Projapati
e. Mr. Vinish Channa
f. Mr. Rama Kant
Since Mrs. Jagjit Kaur Kalra and Mr Rama Kant and has been appointed as additionaldirectors by the Board of Directors; their appointment as Directors is proposed in theensuing Annual general Meeting.
During the year and till the date of report details of change in the Board ofDirectors and the Key Managerial Personnel are as below:
Mr. Paramdeep Singh Sarna had resigned from the post Independent Director w.e.f. 11thAug 2018. Mrs. Jagjit Kaur Kalra was appointed as Non-Executive Director w.e.f. 14thFeb 2018 at Nil remuneration and Mr. Rama Kant was appointed as an Additional Directorw.e.f. 11th August 2018. Mr. Vijay Joshi was appointed as the Chief FinancialOfficer of the Company w.e.f. 14th Feb 2018.
All Board Members and Senior Management personnel have affirmed compliance with theCode of Conduct. The Managing Director has also confirmed and certified the same. Thecertification is enclosed at the end of the Report on Corporate Governance.
12. Declaration of Independence
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rules issued thereunder as well as theSEBI (LODR) Regulations 2015.
13. Disclosure of commission paid to managing or whole time directors
There is no commission paid or payable by your Company to the managing director or thewhole time director from Companies subsidiary.
14. Number of meetings of the Board of Directors
The details of the number of Board of Directors of your Company are as below:
|Meeting ||No. of Meeting ||Dates of Meeting |
|Board of Directors ||Ten (10) ||01.04.2017.16.05.2017 26.05.2017 |
27.05.2017 21.07.2017 30.08.2017
09.10.2017 08.11.2017 28.12.2017 14.02.2018
The details of the date of Board Meeting meeting of the Committees of the Boardincluding attendance of the directors in such meeting is mentioned in the CorporateGovernance Report attached to this Directors Report.
15. Annual Evaluation of Board performance and performance of its committees andindividual directors
Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR) Regulations2015 and the listing agreement the Board has carried out an annual evaluation of its ownperformance performance of the Directors individually as well as the evaluation of theworking of its Committees. Feedback was sought from Directors about their views on theperformance of the Board covering various criteria. Feedback was also taken from directorson his assessment of the performance of the other Directors. The Nomination andRemuneration Committee (NRC) then discussed the above feedback received from all theDirectors. Based on the inputs received the Chairman of the NRC also made a presentationto the Independent Directors at their meeting summarizing the inputs received from theDirectors as regards Board performance as a whole and of the Chairman. Post the meetingof the Independent Directors their collective feedback on the performance of the Board(as a whole) was discussed by the Chairman of the NRC with the Chairman of the Board.
Every statutorily mandated committee of the Board conducted a self-assessment of itsperformance and these assessments were presented to the Board for consideration. Areas onwhich the Committees of the Board were assessed included degree of fulfillment of keyresponsibilities adequacy of Committee composition and effectiveness of meetings.Feedback was provided to the Directors as appropriate. Significant highlights learningand action points arising out of the evaluation were presented to the Board.
16. Remuneration Policy for the Directors Key Managerial Personnel and other employees
In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued thereunder and the SEBI (LODR) Regulations 2015 andthe listing agreement the Board of Directors of the Company has formulated the Nominationand Remuneration Policy of your Company on the recommendations of the Nomination andRemuneration Committee.
The Nomination and Remuneration Policy covering the policy on appointment andremuneration of Directors and other matters is set-out in Annexure-I to this Report.
17. Committees of the Board
The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following Committees constituted by the Boardfunction according to their respective roles and defined scope:
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Present composition of the Committee of the Board of Directors of the Company is asbelow:
Mr. Rajkumar Projapati- Chairman (Non-executive Independent Director)
Mr. Rama Kant - (Non-executive Independent Director)
Mr. Amarjit Singh Kalra - (Executive Director)
Stakeholders Relationship Committee:
Mr. Rama Kant - Chairman (Non-executive Independent Director)
Mr. Vinish Channa - (Non-executive Independent Director)
Mr. Rajkumar Projapati- (Non-executive Independent Director)
Nomination and Remuneration Committee:
Mr. Rama Kant - Chairman (Non-executive Independent Director)
Mr. Vinish Channa - (Non-executive Independent Director)
Mr. Rajkumar Projapati- (Non-executive Independent Director)
The details of the date of Board Meeting meeting of the Committees of the Boardincluding attendance of the directors in such meeting during the financial year ended 31stMarch 2018 is mentioned in the Corporate Governance Report attached to this DirectorsReport.
18. Audit Committee Recommendations
During the year all the recommendations of the Audit Committee were accepted by theBoard.
19. Conservation of Energy Technology Absorption
Your Company's power requirements are very minimal. Your Company however takes everypossible step to make optimum utilization of energy and avoid unnecessary wastage ofpower. The information on conservation of energy and technology absorption stipulatedunder Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies(Accounts) Rules 2014 is attached as Annexure-II.
20. Particulars of Employees and Remuneration
The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/ employees of your Company is set out in Annexure-III to this Report.
21. Related Party Transactions
In line with the requirements of the Companies Act 2013 and the Listing Agreement theCompany has formulated a Policy on Related Party Transactions. Details of Related PartyTransactions as per AOC-2 are provided in Annexure-IV.
22. Loans and investments
The details of loans guarantees and investments under Section 186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 are asfollows:
A. Details of investments made by the Company as on 31st March 2018: As disclosed inthe Audited financial statement for the financial year ended 31st March 2018.
B. Details of loans given by the Company as on 31st March 2018: As disclosed in theAudited financial statement for the financial year ended 31st March 2018.
C. Details of guarantees issued by your Company in accordance with Section 186 of theCompanies Act 2013 read with the Rules issued thereunder: Nil
23. Extract of Annual Return
Pursuant to Section 92 of the Act and Rule 12 of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in Form MGT-9 is provided inAnnexure-V.
24. Auditors and auditors' report:
The Company has received the Auditors' Report on the annual financial statement for thefinancial year ended 31st March 2018 from M/s. GSSV & AssociatesChartered Accountant(Firm Registration No. 014537N) and does not contain anyqualification reservation or adverse remark.
25. Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014; the Secretarial AuditReport provided by the Secretarial Auditors is annexed as Annexure-VI.
The Secretarial Auditors' Report for the financial year 2017-18 does not contain anyqualification observation or adverse remarks and the Company has complied with theprovisions of the Acts Rules Regulations Guidelines standard etc.
26. Internal Control Systems and adequacy of Internal Financial Controls
Your Company adopts strong internal control systems to ensure optimal utilization andprotection of assets timely compliance with the statutory provisions and facilitateaccurate and timely compilation of financial statements and other reports to themanagement. The entire evaluation of internal controls of your Company is carried out bythe Managing Director. The audit committee then on a periodic basis reviews the adequacyof internal control systems.
27. Risk management
Your Directors has adopted a Risk Management Policy for the Company. The AuditCommittee of the Company reviews the risks involved in the Company from time to time ifany and takes appropriate measures to minimize the same.
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment. Your Company through its risk managementprocess strives to contain impact and likelihood of the risks within the risk appetite asdecided by the management.
There are no risks which in the opinion of the Board threaten the existence of yourCompany.
28. Cost Records and Cost Audit Report
In terms with the provisions of section 148 of the Companies act 2013 read with theCompanies (Cost records and audit) Rules 2014 maintenance of cost records and appointmentof Cost Auditors are not applicable on your Company.
29. Vigil mechanism
The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting highest standards of professionalism honesty integrityand ethical behaviour.
Pursuant to Section 177(9) of the Companies Act 2013 and the SEBI (LODR) Regulations2015 and the listing agreement a vigil mechanism was established for directors andemployees to report to the management instances of unethical behavior actual orsuspected fraud or violation of the Company's code of conduct or ethics policy. The copyof vigil mechanism policy is uploaded on the website of your Company at the followinglink:
30. Corporate Governance
Pursuant to the SEBI (LODR) Regulations 2015 and the Listing Agreements with the StockExchanges and relevant sections of the Act the Management Discussion and Analysis Reportare annexed as Annexure-VII. Further a Report on Corporate Governance and Certificate oncompliance of the SEBI (LODR) Regulations 2015 is as Annexure-VIII.
31. Code of Conduct for Prevention of Insider Trading
Your Company's Code of Conduct for Prevention of Insider Trading covers all theDirectors senior management personnel persons forming part of promoter(s)/promotergroup(s) and such other designated employees of the Company who are expected to haveaccess to unpublished price sensitive information relating to the Company. The Directorstheir relatives senior management personnel persons forming part of promoter(s)/promotergroup(s) designated employees etc. are restricted in purchasing selling and dealing inthe shares of the Company while in possession of unpublished price sensitive informationabout the Company as well as during the closure of trading window.
The Board of Directors has approved and adopted the Code of Conduct to RegulateMonitor and Report Trading by Insiders in line with SEBI (Prohibition of
32. Corporate Social Responsibility
Provisions of the Corporate Social Responsibility as mentioned under the Companies Act2013 is not applicable on the Company.
33. Significant/material orders passed by the regulators
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
34. Disclosure under the sexual harassment of women at workplace (PreventionProhibition And Redressal) Act 2013
Your Company has always believed in providing a safe and harassment free workplace forevery individual working in Five Core Exim Limited premises through various interventionsand practices. The Company always endeavors to create and provide an environment that isfree from discrimination and harassment including sexual harassment.
The Company has in place robust policy on prevention of sexual harassment at workplace.The policy aims at prevention of harassment of employees as well as contractors and laysdown the guidelines for identification reporting and prevention of sexual harassment.There is Internal Complaint Committee (ICC) which is responsible for redressal ofcomplaints related to sexual harassment and follows the guidelines provided in the policy.ICC has its presence at corporate office as well as at site locations.
During the year ended 31st March 2018 the ICC has not received anycomplaints pertaining to sexual harassment.
35. Directors' Responsibility Statement
Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 the Directorsconfirm that:
a. in the preparation of the annual accounts for the financial year ended 31stMarch 2018 the applicable accounting standards and Schedule III of the Companies Act2013 have been followed and there are no material departures from the same;
b. 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 your Company as at 31st March 2018 and ofthe profit and loss of the Company for the financial year ended 31st March2018;
c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a 'going concern' basis;
e. proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f. proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.
36. Stock Exchange Listing
The shares of the Company are listed on BSE Limited (BSE) .The listing fee for thefinancial year 2018-19 has been paid to BSE.
Your Board of Directors further confirms that
(a) Your Company has not issued equity shares with differential rights as to dividendvoting or otherwise; and
(b) there is no scheme in your Company to finance any employee to purchase shares ofyour Company.
Your Directors take this opportunity to place on record their sincere appreciation forthe co-operation and assistance the Company has received from Banks and various GovernmentDepartments. The Board also places on record its appreciation of the devoted services ofthe employees support and co-operation extended by the valued business associates and thecontinuous patronage of the customers of the Company.