Your Directors have pleasure in presenting 62nd Annual Report together with the AuditedFinancial Statements for the financial year ended 31st March 2018.
1. FINANCIAL RESULTS:
The Company's financial performance for the year ended March 31 2018 is summarizedbelow:
| || |
(Amount in Rs. Lakhs)
| ||Current Year (2017-18) ||Previous Year (2016-17) |
|Total Revenue ||238.92 ||20.44 |
|Profit / (Loss) before Interest Depreciation Exceptional / || || |
|Extraordinary items Tax & Amortizations (EBITDA) ||3.64 ||(11.94) |
|Interest (Net) ||1.34 ||- - |
|Depreciation ||9.73 ||10.37 |
|Loss before Exceptional / Extraordinary items & Tax ||(6.85) ||(22.31) |
|Exceptional / Extraordinary expenses ||- - ||- - |
|Loss before tax ||(6.85) ||(22.31) |
|Tax Adjustments (Net) ||- - ||- - |
|Loss after tax ||(6.85) ||(22.31) |
2. STATE OF COMPANY'S AFFAIRS AND FINANCIAL PERFORMANCE:
During the year the Company has earned revenue of Rs 238.92 Lakhs as against that ofRs. 20.44 Lakhs. After absorbing all overheads cost interest and depreciation theoperation has resulted into Net Loss of Rs. 6.85 Lakhs as against that of Rs. 22.31 Lakhs.The operation has resulted into reduction in losses on account of starting of tradingexport business and margins earned by the Company in the same besides reduction in overalloverheads.
Recently the Company has started trading business and working to scale up into theChemicals business. The focus area is to develop export trading and indenting of chemicalsin USA and European market.
Barring unforeseen circumstances the management is hoping to scale up the chemicals andtrading business in due course of a time.
4. CHANGE IN NATURE OF BUSINESS IF ANY:
During the Financial Year 2017-18 the Company has not changed its nature of business.With a view to align with the future prospects of the Company and its business plan thealteration in the object clause is proposed.
In view of losses your Directors express their inability to recommend declaration ofany dividend for the year ended 31st March 2018.
6. TRANSFER TO RESERVES:
In view of losses there is no requirement to transfer any surplus to general reserveaccount.
7. SHARE CAPITAL:
As on 31st March 2018 the Share Capital structure of the Company stood as follows:
|Particulars ||No of Shares ||Amount |
|Authorized Share Capital || || |
|Equity Shares of Rs. 10/- each ||5000000 ||50000000 |
|Zero Coupon Redeemable Preference Shares of || || |
|Rs. 100/- each ||400000 ||40000000 |
|Total ||5400000 ||90000000 |
|Issued Subscribed and Paid up Share Capital || || |
|Equity Shares of Rs. 10/- each ||3337633 ||33376330 |
|Zero Coupon Redeemable Preference Shares of ||90000 ||9000000 |
|Rs. 100/- each || || |
|Total ||3427633 ||42376330 |
During the year under review the Company has not issued any Shares with or withoutdifferential rights or Debentures or any other securities by way of Public offer PrivatePlacement Preferential allotment Rights issue Bonus Issue Sweat Equity Shares andEmployee Stock Option Scheme or in any such other manners.
8. SEGMENT WISE PERFORMANCE:
The Company deals only in single segment in accordance with the Accounting Standard 17issued by the Institute of Chartered Accountants of India.
9. SUBSIDIARIES JOINT VENTURES & ASSOCIATES:
Your Company doesn't have any Subsidiaries Joint Ventures and Associates.
10. MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis Report as required under Regulation 34 andSchedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015forms an integral part of this Report and provides overview of the business and operationsof the Company.
11. PUBLIC DEPOSITS:
The Company has not accepted any public deposits nor any amount of principal orinterest thereof was outstanding in terms of Sections 73 and 74 of the Companies Act 2013read with the Companies (Acceptance of Deposits) Rules 2014 for the financial yearended.
12. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFTHE FINANCIAL YEAR AND DATE OF REPORT:
There were no material changes and commitments which has affected the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
13. CORPORATE GOVERNANCE:
Compliances with the Corporate Governance requirements under Regulation 34 and ScheduleV stipulated under the Securities Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are not mandatory to the Company. However asgood governance the Company has voluntarily disclosed the Compliance requirements to thebest practical extent. Accordingly the Management Discussion and Analysis and theCorporate Governance Report on compliance are attached along with the Annual Report.
14. INDUSTRIAL RELATIONS:
The relationship with employees at all level remained cordial and harmonious during theyear. We appreciate for committed contribution made by employees of the Company at all thelevels to sustain during the challenging business scenario.
15. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDSENIOR MANAGEMENT OF THE COMPANY:
In accordance with the provisions of Section 178 of the Companies Act 2013 andRegulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 The Board of Directors has formulated the Nomination and Remuneration Policy on thebasis of recommendations made by the Nomination and Remuneration Committee. The salientaspects covered in the Nomination and Remuneration Policy has been outlined in theCorporate Governance Report which forms part of this Report. The Policy is also availableon the website of the Company www.Nanavatigroup.com/IEL
16. BOARD DIVERSITY:
The Company recognizes the importance of a diverse Board in its process. We believethat a truly diverse Board will leverage differences in thought perspective knowledgeskill regional and industry experience cultural and geographical background ageethnicity race and gender which will help to provide better directions and supervision tothe affairs of the Company. The Board has adopted the Board diversity policy which setsout the approach to diversity of the Board of Directors. The Policy is also available onthe website of the Company www.Nanavatigroup.com/IEL.
17. PARTICULARS OF EMPLOYEES:
Disclosures with respect to the remuneration of Directors and employees as requiredunder Section 197 (12) of the Companies Act 2013 and Rule 5 (1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are given in"Annexure [A]" that forms part of this Report.
In view of losses and scaled down business operations of the Company Shri PriyamJhaveri Chairman & Managing Director of the Company has forgone his managerialremuneration in terms of agreement between him and the Company.
No employee of the Company was in receipt of remuneration more than the limitsspecified under Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 during the financial year ended 31st March 2018.
18. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
No Appointments has been made during the financial year ended on 31st March 2018.
Pursuant to the provisions of Section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of your Company Ankur Mahendra Maneck (DIN: 00197283) Non-Executive andNon-Independent Director of the Company is liable to retire by rotation at the ensuing AGMand being eligible offered himself for reappointment.
Appropriate resolution for his re-appointment is being placed for your approval at theensuing AGM. The brief resume of Ankur Mahendra Maneck (DIN: 00197283) and other relatedinformation has been detailed in the Notice forming part of this Annual Report.
Your Directors recommend his re-appointment as Non-Executive and Non IndependentDirector of your Company.
Also it has been proposed to reappoint Shri Priyam S. Jhaveri as Managing Director ofthe Company and your Directors recommend his re-appointment for period of 5 years w.e.f01st September 2018.
Retirements and Resignations along with facts of resignation:
During the financial year 2017-18 no Director has been resigned from the office ofDirectorship of the Company.
Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Companies Act 2013 Shri PriyamShantilal Jhaveri Chairman & Managing Director and Shri Anil Ravindrakumar KapoorChief Financial Officer are the Key Managerial Personnel of your Company.
Annual Evaluation of Board's Performance:
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe corporate governance report section in this Annual Report.
Declaration of Independence:
Your Company has received declaration from all the Independent Directors under Section149(7) of the Companies Act 2013 confirming that they fulfill the criteria ofindependence as prescribed under Section 149(6) of the Companies Act 2013 read with theSchedules and Rules issued thereunder as well as under Regulation 16(b) of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.
Familiarization Program for Independent Directors
At the time of the appointment of an Independent Director the Company issues a formalletter of appointment outlining his/ her role function duties and responsibilities.Further the Independent Directors are introduced with the corporate affairs newdevelopments and business of the Company from time to time. The Familiarization program isalso available on the website of the Company www.Nanavatigroup.com/IEL.
19. CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with therequirements of the SEBI (Prohibition of Insider Trading) Regulations 2015. The InsiderTrading policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as consequences ofviolation. The Policy has been formulated to regulate monitor and ensure reporting ofdeals by the employees and to maintain the highest ethical standards of dealing in theCompany's Shares. The Code is also available on the website of the Companywww.Nanavatigroup.com/IEL.
20. COMMITTEES OF THE BOARD:
As on 31st March 2018 the Board of Directors has following committees:
a. Audit committee b. Nomination and Remuneration committee c. Stakeholder'srelationship committee
A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.
21. NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE MEETINGS:
The details of the number of Board and Committee Meetings of your Company along withthe composition and attendance of the Directors and Members at such meetings are set outin the Corporate Governance Report which forms part of this Report. The time gap betweenthe two meetings was in accordance with the requirements. All the information required tobe furnished to the Board was made available along with detailed Agenda.
22. DIRECTORS' RESPONSIBILITY STATEMENT:
As required under Section 134(3) (c) of the Companies Act 2013 the Directors herebyconfirm that:
(a) in the preparation of the annual accounts for the financial year ended 31st March2018 the applicable accounting standards have been followed and there are no materialdepartures from the same; (b) the Directors have selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of your Company as at 31stMarch 2018 and of the profit and loss statement of the Company for the financial yearended 31st March 2018; (c) proper and sufficient care have been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother 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 bythe Company and that such internal financial controls are adequate and operatingeffectively; and (f) Proper systems to ensure compliance with the provisions of allapplicable laws were in place and that such systems were adequate and operatingeffectively.
23. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as "Annexure[B]" and form an integral part to this Report.
24. RELATED PARTY TRANSACTIONS:
During the financial year 2017-18 all transactions entered into with the RelatedParties as defined under Section 2(76) of the Companies Act 2013 read with the Companies(Specification of Definitions Details) Rules 2014 and Regulation 23 of the SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 were in the ordinary course of the business and carried on an arm's length basis.
The disclosure of related party transactions as required under Section 134(3) (h) ofthe Companies Act 2013 in the Form AOC-2 is set out herewith as "Annexure [C]"and forms an integral part to this Report.
25. PARTICULARS OF LOANS GUARANTEE AND INVESTMENTS:
Loans guarantees/securities and investments if any and as covered under Section 186of the Companies Act 2013 forms part of the notes to the financial statements.
26. RISK MANAGEMENT:
At present the company has not identified any element of risk which may threaten theexistence of the company.
All the properties and insurable interest of the Company are adequately insured.
27. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
The Board of Directors has formulated a Whistle Blower Policy which is in compliancewith the provisions of Section 177 (10) of the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The policy provides for aframework and process whereby concerns can be raised by its employees against any kind ofdiscrimination harassment victimization or any other unfair practice being adoptedagainst them. The Code is also available on the website of the Companywww.Nanavatigroup.com/IEL.
28. CORPORATE SOCIAL RESPONSIBILITY:
At present your Company does not falls under the purview of the criteria specifiedunder Section 135(1) of the Companies Act 2013 therefore constitution of CSR Committeeand spending on CSR activities are not applicable to the Company.
29. AUDITORS AND AUDITORS' REPORT:
At the 60th Annual General Meeting held on 22nd September 2016 M/s. Patkar &Pendse Chartered Accountants (Registration No. 107824W) were appointed as statutoryauditors of the Company to hold office till the conclusion of the 65th Annual GeneralMeeting to be held in the calendar year 2021. Further in terms of Clause 40 of theCompanies (Amendment) Act 2017 which was notified vide Notification dated S. O. 1833 (E)dated 07th May 2018 and effective from that date the Proviso of Section 139 (1) relatingto ratification of Appointment of Auditors at every Annual General Meeting of the
Company has been omitted and the requirement of Ratification of Auditors Appointment isno longer required as per the Companies Act 2013.
Therefore the resolution for ratification of Appointment of Statutory Auditors M/sPatkar and Pendse Chartered Accountants has not been provided for the approval of theShareholders and not formed as a part of Notice of the 62nd AGM of the Company.
The appointment of Cost Auditor for the Company is not applicable to the Company.
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Mr. Kunal Sharma Practicing Company Secretary to conduct the SecretarialAudit of your Company. The Secretarial Audit Report is annexed herewith as "Annexure- [D]" to this Report.
30. EXPLANATION ON AUDITORS REPORT:
The notes to the accounts referred to in the Auditors' Report are self-explanatory andtherefore do not call for any separate or further comments or explanations.
With reference to the observations in the Secretarial Audit Report in respect ofNon-Appointment of Whole-Time Company Secretary we wish to mention that the Company is inthe process of recruiting the Whole-Time Company Secretary and on availability of propercandidate at a reasonable cost the requirement will be fulfilled.
31. FRAUDS REPORTED BY AUDITORS:
No frauds are reported by the Auditors which fall under the purview of sub section (12)of Section 143 of the Companies Act 2013.
32. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
In view of no manufacturing activity in the Company the information required underSection 134 of the Companies Act 2013 read with the Companies (Accounts) Rules 2014 withrespect to the information on conservation of energy technology absorption are notapplicable.
Information of Foreign Exchange Earning and expenses for the financial year 2017-18 isprovided below:
|Particulars ||2017-18 ||2016-17 |
|Earnings in Foreign Currency || || |
|Export of Goods ||21151016 ||NIL |
|Expenditure in Foreign Currency || || |
|Export Insurance ||8422 ||NIL |
|Steamer freight ||460665 ||NIL |
33. INTERNAL FINANCIAL CONTROLS:
The Company has adequate internal controls and checks in commensurate with its size andactivities. The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
Your Company is committed to provide and promote a safe healthy and congenialatmosphere irrespective of gender caste creed or social class of the employees. Duringthe year under review there was no case filed pursuant to the sexual harassment of Womenat workplace (Prevention Prohibition and Redressal) Act 2013.
35. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:
There are no significant/material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of your Company and its futureoperations.
Your Directors wish to place on record their appreciation for the continued supportreceived from stakeholders employees at all levels consultants and associates of theCompany.
| ||By order of the Board of Directors |
| ||For INDIAN EXTRACTIONS LIMITED |
|13th August 2018 ||Priyam S. Jhaveri |
|Mumbai ||Chairman & Managing Director |
| ||DIN - 00045038 |