Your Directors are pleased to present the 9th Annual Report and Audited Statement ofAccounts of the Company for the year ended 31st March 2020.
1. FINANCIAL RESULTS
Rs ( in Lakhs)
|Particulars ||Current Year Ended 31st March 2020 ||Previous Year Ended 31st March 2019 |
|Gross Sales & Income from Operations ||1.44 ||1.04 |
|Profit/(Loss) before Financial Cost and Depreciation ||(245.95) ||(179.37) |
|Less: || || |
|- Finance Cost ||14.14 ||19.78 |
|- Depreciation and Amortization expense ||0.16 ||0.09 |
|Profit/(Loss) before tax ||(260.25) ||(199.24) |
|Provision for Income Tax and Wealth Tax ||(43.25) ||(61.69) |
|Net Profit/(Loss) after tax ||(217.00) ||(137.55) |
|Add: Balance brought forward from previous Year ||2480.28 ||2617.83 |
|Total amount available for appropriation ||2263.28 ||2480.28 |
|Less: Appropriations: || || |
|(a) Transfer to General Reserve ||- ||- |
|(b) Proposed dividend on Equity Shares ||- ||- |
|(C) Corporate Tax on dividends ||- ||- |
|Balance carried to Balance Sheet ||2263.28 ||2480.28 |
2. REVIEW OF OPERATIONS
During the year Company achieved Gross Sales & Income from operations of ` 1.44lakhs against the Turnover of ` 1.04 lakhs in previous year. Since the Company has yet toachieve its optimum scale of operations its net loss is ` 217.07 lakhs during the yearagainst net loss of ` 137.55 lakhs in previous year. It is hope that Company would achievegreater heights in coming years.
3. COVID -19 PANDEMIC
Corona virus 2019 (COVID-19) an infectious disease which leads to acute respiratorysymptoms and can also lead to loss of in December 2019. Since then the health hazardspread to most parts of the world with the World life was first Health Organization("WHO") declared it as an ongoing pandemic.
Following the COVID-19 outbreak in India the government announced the first phase ofthe nationwide lockdown for 21 days from March 25 2020 to contain the spread of theinfection. Under the circumstances the Company forthwith decided to scale down itsoperations to support government efforts. As a responsible corporate citizen we activelyparticipated and contributed to the extent possible fight against this Pandemicwith the respective local authorities States and Central Government etc.
No dividend has been recommended.
5. TRANSFER TO RESERVES
During the year no amount has been transferred in the reserve of the Company.
6. SHARE CAPITAL
There is no change during the year 2019-20 in the paid up equity share capital of theCompany.
7. LISTING OF THE EQUITY SHARES
The equity shares of your Company are listed at BSE Limited Mumbai (BSE) and NationalStock Exchange of India Limited Mumbai (NSE). The annual listing fees for the year2019-20 have been paid to the Stock Exchanges.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Ms. Veni Verma (DIN: 07586927) Director of the Company retires by rotation and beingeligible offers herself for reappointment.
As per section 134(3)(q) of the Companies Act 2013 read with rule 8(5) of theCompanies (Accounts) Rules 2014 details of Directors or Key Managerial Personnel who wasre-appointed during the year is given below:
During the year under review the members in their EGM elevated Mr. Neeraj Kanagat asWhole Time Director & CFO w.e.f 1st December 2019 for the period of 3 Years. TheMembers also appointed Mr. Abhiram Tayal DIN (00081453) and Mr. Ravinder Nath Leekha DIN(00888433) as an Independent Director for their 1st term of 5 consecutive year w.e.f 22ndNovember 2019.
9. 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 reporthas been given under separate section in the Annual Report.
10. CONSOLIDATED FINANCIAL STATEMENT
Audited annual consolidated financial statements forming part of the annual report havebeen prepared in accordance with Companies Act 2013 Indian Accounting Standards (Ind AS)110 Consolidated Financial Statements' and 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.
11. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has one subsidiary namely Hexa Securities and Finance Company Limited(HSFCL). HSFCL is Non-Banking Financial Company registered with Reserve Bank of India. Areport on the performance and financial position of 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 2019-20. The policy for determining material subsidiaries as approvedmay be accessed on the Company's website at the link: http://hexatradex.com/wp-content/uploads/2015/08/POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARIES.pdf
12. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act 2013 with respectto Directors' Responsibility 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 2020 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 2020 ona going concern' basis.
e. that they had laid down internal financial controls to be followed by the Companyand that such internal financial controls 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.
13. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Nomination and Remuneration Committee selects the candidate to be appointed as thedirector 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 to separate its functions ofgovernance and management. The composition of Board of Directors during the year endedMarch 31 2020 is in conformity 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 directors' appointment including criteria fordetermining qualifications positive attributes independence of a director and othermatters as required under sub-section (3) of Section 178 of the Companies Act 2013 andthe remuneration paid to the directors are governed by the Nomination and RemunerationPolicy of the Company.
14. 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.
15. 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-Evaluation.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 familiarization of Independent Directors their rolesrights responsibilities in the Company nature of the industry in which the Companyoperates business model of the Company and related matters have been uploaded on thewebsite of the Company at the linkhttp://hexatradex.com/wp-content/uploads/2015/08/Familiarization-Programme-of-Independent-Directors. pdf.
16. 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.
17. 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 not entered into material contract / arrangement /transaction with its subsidiary. The Policy on materiality of related party transactionsand dealing with related party transactions as approved by the Board may be accessed onthe Company's website at the link:http://hexatradex.com/wp-content/uploads/2015/08/POLICY-ON-RELATED-PARTY-TRANSACTIONS .pdfYour Directors draw attention of the members to Notes to the financial statement whichsets out related party disclosures.
18. RISK MANAGEMENT
The Board has been entrusted with the responsibility of (a) overseeing and approvingthe Company's enterprise wide risk management framework; and (b) identifying and assessingthat all the risks that the organization faces such as strategic financial creditmarket liquidity security property IT legal regulatory reputational and other risksand to ensure that there is an adequate risk management infrastructure in place capable ofaddressing those risks. The Risk Management Policy was reviewed and approved by the Board.
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 organizational structures processes standards code of conduct and behaviorstogether form the Management System that governs how the Company conducts the business andmanages associated risks.
19. 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
20. CORPORATE SOCIAL RESPONSIBILTY (CSR)
The Corporate Social Responsibility Committee (CSR Committee) formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company which has 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-Tradex.pdf. The key philosophy of all CSR initiatives of the Company isdriven by core value of inclusion.
Further as per the Rule 3 of Companies (CSR Policy) Rules 2014 the Company has beenceased to be covered under Section 135(1) for 3 Consecutive Years. Accordingly theCompany is not required to comply with sub section 2 to 5 of Section 135 of Companies Act2013.
21. SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards i.e. SS-1 (Meetings of theBoard of Directors) SS-2 (General Meetings) and SS-4 (Report of the Board of Directors)respectively have been complied by the Company.
22. 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. Auditors' remarks intheir report read with the notes to accounts referred to by them are self-explanatory.There have been no fraud reported by the Statutory Auditors of the Company.
The Board has appointed Mr. Awanish Kumar Dwivedi of M/s Dwivedi & AssociatesCompany Secretaries to conduct Secretarial Audit of the Company for the financial year2019-20. The Secretarial Audit Report for the financial year ended 31st March 2020 isannexed herewith marked as Annexure - 1 to this Report. The Secretarial Audit Report doesnot contain any qualification reservation or adverse remark.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE
i. Auditors' Report There have been no frauds qualifications reservations or adverseremarks reported by the Statutory Auditors of the Company.
ii. Secretarial Auditor's Report There are no qualifications reservations or adverseremarks reported by the Secretarial Auditors in their report.
MEETINGS OF THE BOARD
During the year under review the Board of Director of the Company met 5 (Five) timeson 22nd May 2019 5th August 2019 9th October 2019 22th November 2019 and 4thFebruary 2020. The composition of Board of Directors during the year ended March 31 2020is in conformity with Regulation 17 of the SEBI (Listing Obligations and DisclosuresRequirements)
Regulations 2015 (SEBI Listing Regulations) read with Section 149 of the Companies Act2013. For further details please refer report on Corporate Governance of this AnnualReport.
As on 31st March 2020 the Audit Committee comprised of Dr. Raj Kamal Aggarwal(Chairman) Mr. Girish Sharma and Ms. Veni Verma as other members. The composition of theAudit Committee is in conformity with requirements as per the Section 177 of the CompaniesAct 2013 and Regulation 18 of the Securities and Exchange Board of India (ListingObligation and Disclosure Requirements) Regulations 2015. During the year ended 31stMarch 2020 the Committee met 4 (four) times on 22nd May 2019 5th August 2019 9thOctober 2019 and 4th February 2020. For further details please refer report onCorporate Governance of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
As on 31st March 2020 the Nomination and Remuneration Committee comprised of Mr.Girish 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 of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
During the year ended 31st March 2020 the Committee met 3 (Three) on 22nd May 20195th August 2019 and 22nd November 2019. For further details please refer report onCorporate Governance of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)
As on 31st March 2020 the CSR Committee comprises of Dr. Raj Kamal Aggarwal(Chairman) Mr. Girish Sharma and Ms. Veni Verma as other members. The Composition of theCSR Committee is in conformity with requirements of Section 135 of the Companies Act2013.
During the year ended 31st March 2020 the Committee met once (1) on 17th March 2020.For further details please refer report on Corporate Governance of this Annual Report.
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the SEBI (LODR) Regulations 2015. Protected disclosures can be made by a whistleblower through an e-mail or a letter to the Compliance Officer or Managing Director or tothe Chairman 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-MECHANISM.pdf Further No complaintwas pending at the beginning of the year and no complaint was received during the periodunder review.
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 Notes to the standalone financial statements).
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.
24. EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure - 2 to thisReport.
25. 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-3.
26. PUBLIC DEPOSITS
The Company has not invited any public deposits during the year ended on 31st March2020.
27. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE material orderspassed by the regulators or courts or tribunals impacting During the Financial Year thereis no significant the going concern status and company's operations in future.
28. 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
|Raj Kamal Aggarwal |
|Place: New Delhi |
|Date: August 5th 2020 |