Your Directors are pleased to present the 8th Annual Report and Audited Statement ofAccounts of the Company for the year ended 31st March 2019.
1. FINANCIAL RESULTS
|Particulars ||Current Year Ended March 31 2019 ||Previous Year Ended March 312018 |
|Gross Sales & Income from Operations ||1.04 ||0.31 |
|Profit/(Loss) before Financial Cost and Depreciation ||179.37 ||(177.92) |
|Less: || || |
|- Finance Cost ||19.78 ||10.27 |
|- Depreciation & Amortization ||0.09 ||0.08 |
|Profit/(Loss) before tax ||(199.24) ||(188.27) |
|Provision for Income Tax and Wealth Tax ||(61.69) ||(18.61) |
|Net Profit/(Loss) after tax ||(137.55) ||(169.66) |
|Add: Balance brought forward from previous Year ||2617.83 ||2787.49 |
|Total amount available for appropriation ||2480.28 ||2617.83 |
|Less : Appropriations : || || |
|(a) Transfer to General Reserve ||- ||- |
|(b) Proposed dividend on Equity Shares ||- ||- |
|(c) Corporate Tax on dividends ||- ||- |
|Balance carried to Balance Sheet ||2480.28 ||2617.83 |
2. REVIEW OF OPERATIONS
During the year Company achieved Gross Sales & Income from operations of Rs 1.04lakhs against the Turnover of Rs 0.31 lakhs in previous year. Since the Company has yet toachieve its optimum scale of operations its net loss is Rs137.55 lakhs during theyear against net loss of Rs169.66 lakhs in previous year. It is hope that Companywould achieve greater heights in coming years.
No dividend has been recommended.
4. TRANSFER TO RESERVES
During the year no amount has been transferred in the reserve of the Company.
5. SHARE CAPITAL
There is no change during the year 2018-19 in the paid up equity share capital of theCompany.
6. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis as stipulated under Regulation 34 of SEBI (ListingObligations & Disclosure Requirements)
Regulations 2015 forming part of this report has been given under separate section inthe Annual Report.
7. CONSOLIDATED FINANCIAL STATEMENT
Audited annualconsolidated financial statements forming part of the annual report havebeen prepared in accordance with Companies Act 2013 Indian Accounting Standards (Ind AS)110- 'Consolidated Financial StatementsRsand Indian Accounting Standards (Ind AS) 28 -Investments in Associates and Joint Ventures' notified under Section 133 of CompaniesAct 2013 read with Companies (Indian Accounting Standards) Rules 2015 and as amendedfrom time to time.
8. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Company has one subsidiary namely Hexa Securities and Finance Company Limited (HSFCL).HSFCL is Non-Banking Financial Company registered with Reserve Bank of India. A report onthe performance and financial position of each of the HSFCL as per the Companies Act 2013is provided as Form AOC-1 to the consolidated financial statement and hence not repeatedhere for the sake of brevity.
No Company has became/ceased to be the subsidiary associate and Joint Venture duringthe financial year 2018-19.
The policy for determining material subsidiaries as approved may be accessed on theCompany's website at the link: http://hexatradex.com/wp-content/uploads/2015/08/POLICY-FOR-DETERMI NING-MATERIAL-SUBSIDIARIES.pdf
9. DIRECTORSRsRESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act 2013 with respectto DirectorsRsResponsibility Statement it is hereby confirmed by the Board of Directors:-
a. that in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures;
b. that they had selected such accounting policies and applied them consistently andmade judgments and estimates that were 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 of the Company for the year ended on that period.
c. that they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. that they had prepared the accounts for the financial year ended 31st March 2019 ona 'going concernRsbasis.
e. that they had laid down internal financial controls to be followed by the Companyand that such internalfinancialcontrols are adequate and are operating effectively; and
f. that they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Ms. Veni Verma Director (DIN: 07586927) retire by rotation and being eligible offerherself for re-appointment. During the year under review no director had resigned orappointed on the Board of Directors of the Company.
Dr. Raj Kamal Aggarwal was appointed as an Independent Director for a first term of aperiod of 5 years by the shareholders in the 3rd annual
general meeting held on 10th September 2014 and their tenure will end on 9thSeptember 2019. Your Board of Directors taking into consideration the recommendations ofNomination and Remuneration Committee and given his background experience andcontribution made by him during his tenure as Independent Director and the performanceevaluation feels that the continued association of Dr. Raj Kamal Aggarwal would bebeneficial to the interest of Company as Independent Director. Accordingly Board proposesthe appointment of Dr. Raj Kamal Aggarwal for 2nd term of a further period of 5consecutive years as an Independent Director. The Company had received the consent of theabove Director for his appointment along with declaration that he met the criteria ofindependence U/s 149(6) of the Companies Act 2013.
POLICY ON DIRECTORSRsAPPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee selects the candidate to be appointed as theDirectors on the basis of the needs and enhancing the competencies of the Board of theCompany.
The current policy is to have a balance of Executive Non-executive and IndependentDirectors to maintain the independence of the Board and separate its functions ofgovernance and management. The composition of Board of Directors during the year endedMarch 312019 are inconformity with Regulation 17 of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 (SEBI Listing Regulations) read with Section149 of the Companies Act 2013.
The policy of the Company on directorsRsappointment including criteria for determiningqualifications positive attributes independence of a director and other matters asrequired under sub-section (3) of Section 178 of the Companies Act 2013 and theremuneration paid to the directors are governed by the Nomination and Remuneration Policyof the Company.
11. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received Declaration of Independence from all Independent Directors asstipulated under Section 149(7) of the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 confirming that theymeet the criteria of Independence.
12. BOARD EVALUATION
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other Directors which includes criteria for performance evaluationof non-executive directors and executive directors under section 178(1) of the CompaniesAct 2013. This may be accessed at the link http://hexatradex.com/wp-content/uploads/2015/08/Performance-Evaluati on.pdf.
On the basis of the Policy for performance evaluation of Independent Directors BoardCommittees and other Directors a process of evaluation was followed by the Board for itsown performance and that of its Committees and individual Directors. The details of samehave been given in the report on corporate governance annexed hereto.
The details of programme for familiarisation of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters have been uploaded onthe website of the Company at the link http://hexatradex.com/wp-content/uploads/2015/08/Familiarization-Programme-of-Independent-Directors.pdf.
13. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirement set out by SEBI. The report on CorporateGovernance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms an integral part of this Report. The requisite certificate fromthe Auditors of the Company confirming compliance with the conditions of corporategovernance is attached to the report on Corporate Governance.
14. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had entered into material contract / arrangement /transaction with subsidiary of the Company.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http://hexatradex.com/wp-content/uploads/201 5/08/POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf
Your Directors draw attention of the members to note of the financial statement whichsets out related party disclosures.
15. RISK MANAGEMENT
Risk Management Committee which has been entrusted with the responsibility to assistthe Board in (a) overseeing and approving the Company's enterprise wide risk managementframework; and (b) identifying and assessing that all the risks that the organizationfaces such as strategic financial credit market liquidity security property ITlegal regulatory reputational and other risks and to ensure that there is an adequaterisk management infrastructure in place capable of addressing those risks. The RiskManagement Policy was reviewed and approved by the Committee.
The Company manages monitors and reports on the principal risks and uncertainties thatcan impact its ability to achieve its strategic objectives. The Company's managementsystems organisational structures processes standards code of conduct and behaviourstogether form the Management System that governs how the Company conducts the business andmanages associated risks.
16. INTERNAL FINANCIAL CONTROLS
The company has put in place strong internal control systems in line with globallyaccepted practices. The processes adopted by the Company are best in class andcommensurate with the size and nature of operations.
The Company has adopted risk based framework which is intended for proper mitigation ofrisks. The major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuous basis.
The Company has employed experienced professional to carry out the internal audits toreview the adequacy and compliance to the laid down procedures to manage key risks.
The Audit Committee of the Board regularly reviews the adequacy & effectiveness ofinternal audit environment and implementation of internal audit recommendations includingthose relating to strengthening of Company's risk management policies & systems.
Your Company's philosophy is of zero tolerance towards all applicable legalnon-compliances
17. CORPORATE SOCIAL RESPONSIBILTY (CSR)
The Corporate Social Responsibility Committee (CSR Committee) formulated andrecommended to the Board a Corporate Social Responsibility
Policy (CSR Policy) indicating the activities to be undertaken by the Company whichhas been approved by the Board.
The CSR Policy may be accessed on the Company's website at the link: http://hexatradex.com/wp-content/uploads/2016/08/CSR-Policy-Tra dex.pdf. The key philosophy of all CSRinitiatives of the Company is driven by core value of inclusion. The Company is committedto ensure that all development activities/initiatives undertaken in the field ofeducation health care sanitation community welfare skill development employmentgeneration infrastructure development promotion of national heritage and culture etc.are accessible to most marginalized segment of societies such as children women elderlyand those with disabilities.
The Annual Report on CSR Activities is annexed herewith as Annexure 1.
18. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of DirectorsRsand 'General Meetings' respectively have beenduly followed by the Company.
19. AUDITORS & THEIR REPORT STATUTORY AUDITORS
The members of the Company had appointed M/s N. C. Aggarwal & Co. CharteredAccountants as Statutory Auditors of the Company for a term of 4 (Four) consecutive yearsfrom conclusion of 6th Annual General Meeting until the conclusion of 10th Annual GeneralMeeting. The M/s N. C. Aggarwal & Co. Chartered Accountants have confirmed that theyare not disqualified from continuing as Auditors of the Company.
AuditorsRsremarks in their report read with the notes to accounts referred to by themare self-explanatory. There have been no fraud reported by the Statutory Auditors of theCompany.
The Board has appointed Shri Awanish Kumar Dwivedi of M/s Awanish Dwivedi &Associates Company Secretaries to conduct Secretarial Audit of the Company for thefinancial year 2018-19. The Secretarial Audit Report for the financialyear ended 31stMarch 2019 is annexed herewith marked as Annexure - 2 to this Report. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE
There have been no frauds qualifications reservations or adverse remarks reported bythe Statutory Auditors of the Company.
ii. Secretarial Auditor's Report
There are no qualifications reservations or adverse remarks reported by theSecretarial Auditors in their report.
MEETINGS OF THE BOARD During the year under review the Board of Director of theCompany met Five times on 25th May 2018 1st August 2018 12th November 2018 24thJanuary 2019 and 19th March 2019. The composition of Board of Directors during the yearended March 31 2019 is in conformity with Regulation 17 of the SEBI (Listing Obligationsand Disclosures Requirements) Regulations 2015 (SEBI Listing Regulations) read withSection 149 of the Companies Act 2013. For further details please refer report onCorporate Governance of this Annual Report.
As on 31st March 2019 the Audit Committee comprised of Dr. Raj Kamal Aggarwal(Chairman) Shri Girish Sharma and Ms. Veni Verma as other members. The composition ofthe Audit Committee is in conformity with requirements as per the Section 177 of theCompanies Act 2013 and Regulation 18 of the Securities and Exchange Board of India(Listing Obligation and Disclosure Requirements) Regulations 2015.
During the year ended 31st March 2019 the Committee met 4 (four) times on 25th May2018 1st August 2018 12th November 2018 and 24th January 2019. For further detailsplease refer report on Corporate Governance of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
As on 31st March 2019 the Nomination and Remuneration Committee comprised of ShriGirish Sharma (Chairman) Dr. Raj Kamal Aggarwal and Ms. Veni Verma as other members. TheChairman of the Committee is an Independent Director. The Composition of the Nominationand Remuneration Committee is in conformity with requirements of section 178 the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015
During the year ended 31st March 2019 the Committee met once on 25th May 2018. Forfurther details please refer report on Corporate Governance of this Annual Report CORPORATESOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)
As on 31st March 2019 the CSR Committee comprises of Dr. Raj Kamal Aggarwal(Chairman) Shri Girish Sharma and Ms. Veni Verma as other members. The Composition ofthe CSR Committee is in conformity with requirements of the Companies Act 2013.
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement. Protected disclosures can be made by a whistle blowerthrough an e-mail or a letter to the Compliance Officer or Managing Director or to theChairman of the Audit Committee.
The Policy on vigil mechanism and whistle blower policy may be accessed on theCompany's website at the link: http://hexatradex.com/wp-content/uploads/2015/08/POLICY-VIGIL-MECHA NISM.pdf
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto note of the standalone financial statement).
PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.
As your Company is not engaged in any manufacturing activity the particulars relatingto conservation of energy and technology absorption as mentioned in the Companies(Accounts) Rules 2014 are not applicable to it. However emphasis is placed on employingtechniques that result in the conservation of energy. Details on the foreign exchangeearnings and expenditure of your Company appear in the Notes to Accounts.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure - 3 to thisReport.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The employee's relations remained cordial throughout the period. There is no employeeswhose particulars are required to be furnish under Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are provided in the Annual Report as Annexure-4.
21. PUBLIC DEPOSITS
The Company has not invited any public deposits during the year ended on 31st March2019.
22. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the Financial Year there is no significant material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future.
23. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has formed a Committee for implementation of said policy. No complaint of harassmentwas received during the year.
Your Directors express their grateful appreciation to concerned Departments of Central/ State Governments Financial Institutions & Bankers Customers and Vendors for theircontinued assistance and co-operation. The Directors also wish to place on record theirdeep sense of appreciation for the committed services of the employees at all levels. Weare also grateful for the confidence and faith that you have reposed in the Company as itsmember.
| ||For and on behalf of the Board |
|Place: New Delhi ||Dr. Raj Kamal Aggarwal |
|Date: 5th August 2019 ||Chairman |