Your Directors are pleased to present the 7th Annual Report and Audited Statement ofAccounts of the Company for the year ended 31st March 2018.
1. FINANCIAL RESULTS
|Particulars ||Current Year ||Previous Year |
| ||Ended March 31 2018 ||Ended March 31 2017 |
|Gross Sales & Income from Operations ||0.31 ||811.34 |
|Pro t/(Loss) before Financial Cost and Depreciation ||(177.92) ||(400.68) |
|Less: || || |
|- Finance Cost ||10.27 ||30.30 |
|- Depreciation & Amortization ||0.08 ||0.07 |
|Pro t/(Loss) before tax ||(188.27) ||(431.05) |
|Provision for Income Tax and Wealth Tax ||(18.61) ||(142.45) |
|Net Pro t/(Loss) after tax ||(169.66) ||(288.60) |
|Add: Balance brought forward from previous Year ||28787.49 ||3076.09 |
|Total amount available for appropriation ||2617.83 ||2787.49 |
|Less : Appropriations : || || |
|(a) Transfer to General Reserve ||- ||- |
|(b) Proposed dividend on Equity Shares ||- ||- |
|(c) Corporate Tax on dividends ||- ||- |
|Balance carried to Balance Sheet ||2617.83 ||2787.49 |
2. REVIEW OF OPERATIONS
During the year Company achieved Gross Sales & Income from operations of ` 0.31lakhs against the Turnover of ` 811.34 lakhs in previous year. Since the Company has yetto achieve its optimum scale of operations its net loss is ` 169.66 lakhs during the yearagainst net pro t of ` 288.60 lakhs in previous year. It is hope that Company wouldachieve 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. 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.
6. CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments in Associates and AS - 27 on Financial Reporting of Interests in JointVentures the audited consolidated nancial statement is provided in the Annual Report.
7. 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 nancial position of each of the HSFCL as per the Companies Act 2013is provided as Form AOC-1 to the consolidated nancial statement and hence not repeatedhere for the sake of brevity. No Company has became/ceased to be the subsidiary associateand Joint Venture during the nancial year 2017-18. The policy for determining materialsubsidiaries as approved may be accessed on the Companys website at the link:http://hexatradex.com/wp- content/uploads/2015/08/POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARIES.pdf
8. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act 2013 with respectto Directors Responsibility Statement it is hereby con rmed by the Board ofDirectors: -
a. that in the preparation of the annual accounts for the nancial year ended 31stMarch 2018 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 a airs of the Company at the end of the nancial year and of thepro t of the Company for the year ended on that period.
c. that they had taken proper and su cient 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 nancial year ended 31st March 2018 on agoing concern basis.
e. that they had laid down internal nancial controls to be followed by the Company andthat such internal nancial controls are adequate and are operating e ectively; 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 e ectively.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Ms. Veni Verma Director (DIN: 07586927) retire by rotation and being eligible o erherself for re-appointment. During the year under review no director had resigned orappointed on the Board of Directors of the Company.
POLICY ON DIRECTORS APPOINTMENT 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 31 2018 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 directors appointment including criteria fordetermining quali cations 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.
10. 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 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-Independen t-Directors.pdf
11. 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 certi cate fromthe Auditors of the Company con rming compliance with the conditions of corporategovernance is attached to the report on Corporate Governance.
12. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
All contracts / arrangements / transactions entered by the Company during the nancialyear with related parties were in the ordinary course of business and on an armslength basis. 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 Companys 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 25 to the nancial statement whichsets out related party disclosures.
13. RISK MANAGEMENT
Your Company has identi ed following major risks to its business:
a) Strategic Risk: Trading businesses are highly competitive in nature. The Companyfaces risks from existing and new competitors.
b) Commercial Risks: Failure of the vendors or customers poses risk to the business.
c) Financial Risks: Trading businesses are also exposed to nance risks for non ordelayed payments by the customers. Increase in nance costs also poses a risk to theFinancial risks can impact the margins and pro tability signi cantly. Whereas the Companytakes view on the pro tability on case to case basis however does not compromise signicantly on the credit risk unless the transaction are with regular customers.
d) Geo Political Risks: The Company proposes to do cross border trading transactionswhich is subject to political and global economic risks.
14. INTERNAL FINANCIAL CONTROLSS
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 identi ed by the businesses and functions are systematically addressedthrough 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 & e ectiveness ofinternal audit environment and implementation of internal audit recommendations includingthose relating to strengthening of Companys risk management policies & systems.
Your Companys philosophy is of zero tolerance towards all applicable legalnon-compliances
15. 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 Companys website at the link:http://hexatradex.com/wp-content/uploads/201 6/08/CSR-Policy-Tradex.pdf. The keyphilosophy of all CSR initiatives of the Company is driven by core value of inclusion.
The Company is committed to ensure that all development activities/initiativesundertaken in the eld of education health care sanitation community welfare skilldevelopment employment generation infrastructure development promotion of nationalheritage and culture etc. are accessible to most marginalized segment of societies such aschildren women elderly and those with disabilities.
The Company would also undertake other initiatives in compliance with Schedule VII tothe Act.
The management is in the process to identifying the suitable projects where the CSRamount can be spent.
The Annual Report on CSR Activities is annexed herewith as Annexure 1.
16. 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 con rmed that theyare not disquali ed from continuing as Auditors of the Company.
Auditors remarks in their report read with the notes to accounts referred to bythem are self-explanatory. There have been no fraud reported by the Statutory Auditors ofthe Company.
The Board has appointed Shri Awanish Kumar Dwivedi of M/s Awanish Dwivedi &Associates Company Secretaries to conduct Secretarial
Audit of the Company for the nancial year
2018-19. The Secretarial Audit Report for the
nancial year ended 31st March 2018 is annexed herewith marked as Annexure - 2 to thisReport. The Secretarial Audit Report does not contain any quali cation reservation oradverse remark.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE i. Auditors Report
There have been no frauds quali cations reservations or adverse remarks reported bythe Statutory Auditors of the Company. ii. Secretarial Auditors Report
There are no quali cations reservations or adverse remarks reported by the SecretarialAuditors in their report
MEETINGS OF THE BOARD
During the year under review the Board of Director of the Company met 4 (Four) timeson 29th May 2017 3rd August 2017 7th November 2017 and 24th January 2018. Thecomposition of Board of Directors during the year ended 31st March 2018 is in conformitywith Regulation 17 of the SEBI (Listing Obligations and Disclosures Requirements)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 2018 the Audit Committee comprised of Dr. Raj Kamal Agarwal(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 SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015.
During the year ended 31st March 2018 the Committee met 4 (four) times on 29th May2017 3rd August 2017 7th November 2017 and 24th January 2018. For further detailsplease refer report on Corporate Governance of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE
As on 31st March 2018 the Nomination and Remuneration Committee comprised of Dr. RajKamal Agarwal (Chairman) Shri Girish Sharma 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 2018 the Committee met once (1) on29th May 2017. For further details please refer report on Corporate Governance of thisAnnual Report
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR COMMITTEE)
As on 31st March 2018 the CSR Committee comprises of Dr. Raj Kamal Agarwal(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 O cer or Managing Director or to theChairman of the Audit Committee.
The Policy on vigil mechanism and whistle blower policy may be accessed on theCompanys website at the link: http://hexatradex.com/wp-content/uploads/2015/08/POLICY-VIGIL-MECHANISM.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 nancial statement (Please referto Note no. 8 10 &13 to the standalone nancial 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 employees relations remained cordial throughout the period. There is noemployees whose particulars are required to be furnish under Section 197(12) of the Actread with Rules 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.
18. PUBLIC DEPOSITS
The Company has not invited / accepted any public deposits during the year ended on31st March 2018.
19. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
During the Financial Year there is no signi cant material orders passed by theregulators or courts or tribunals impacting the going concern status and companysoperations in future.
20. 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 con dence and faith that you have reposed in the Company as itsmember.
| ||For and on behalf of the Board |
|Place: New Delhi ||Dr. Raj Kamal Agarwal |
|Date: 1st August 2018 ||Chairman |