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Inceptum Enterprises Ltd.

BSE: 538541 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE784P01035
BSE 00:00 | 23 Jan Inceptum Enterprises Ltd
NSE 05:30 | 01 Jan Inceptum Enterprises Ltd
OPEN 9.54
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52-Week low 9.54
P/E
Mkt Cap.(Rs cr) 4
Buy Price 19.00
Buy Qty 50.00
Sell Price 9.54
Sell Qty 150.00
OPEN 9.54
CLOSE 9.54
VOLUME 10
52-Week high 19.15
52-Week low 9.54
P/E
Mkt Cap.(Rs cr) 4
Buy Price 19.00
Buy Qty 50.00
Sell Price 9.54
Sell Qty 150.00

Inceptum Enterprises Ltd. (INCEPTUMENTERP) - Director Report

Company director report

To

The Members

INCEPTUM Enterprises Limited

Your Directors have pleasure in presenting the Annual Report on the business andoperations of the Company together with the Audited Statement of Accounts and theAuditors' Report of your Company for the financial year ended 31st March 2018

FINANCIAL HIGHLIGHTS:

The summarized performance of the Company for the years 2017-18 and 2016-2017 is givenbelow:

Particulars

For the Financial Year Ended

March 31 2018 (in Rs)

March 31 2017 (in Rs)

Total Income

9060283.00

17392370.00

Total Expenditure

9236053.00

17064214.00

Profit after Depreciation but before Tax

(175770.00)

328156.00

Less:

-

Current Tax

(888.00)

101841.00

Deferred Tax

85537.00

(4101.00)

Income Tax Adjustment

3678.00

-

Deferred Tax Adjustment

-

Profit From continuing Operations

(264106.00)

230443.00

Profit/(Loss) from discontinuing operations

"

"

Profit / (Loss) After Tax

(264106.00)

230443.00

FINANCIAL PERFORMANCE

During the year under review Your Company has recorded a total income of Rs9060283.00/- against Rs. 17392370/- in the previous year. Loss after taxation for thefinancial year ended on 31st March 2018 is Rs. (264106) /- against Profit is Rs.230443/- in the previous year.

RESERVE AND SURPLUS

The company has incurred Loss of Rs (264106.00)/- in 31st March 2018. Therefore itwas being transferred to the reserve and surplus.

DIVIDEND

To Plough back the profits into the business the Board of Directors has not declaredany dividend during the year.

CHANGE IN THE NATURE OF BUSINESS

During the year the Company has not changed its nature of business.

DEPOSITS

The Company has not accepted deposit from the public falling within the ambit ofSection 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.

MATERIAL CHANGES AND COMMITMENTS. IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments which can affect the financialposition of the Company occurred between the end of the financial year of the Company anddate of this report.

POSTAL BALLOT

During the year under Review No Postal Ballot has been conducted.

CHANGE OF REGISTRAR AND SHARE TRANSFER AGENT

There was no change in the Share Transfer Agent during the period under review.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company has a formal system of internal control testing which examines both thedesign effectiveness and operational effectiveness to ensure reliability of financial andoperational information and all statutory / regulatory compliances. The Company has astrong monitoring and reporting process resulting in financial discipline andaccountability.

RISK MANAGEMENT POLICY

Therefore in accordance with the provisions of the Companies Act 2013 the Boardmembers were informed about risk assessment and minimization procedures after which theBoard formally adopted steps for framing implementing and monitoring the risk managementplan for the company.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: Regulations competition Business risk Technology obsolescenceInvestments retention of talent and expansion of facilities. Business risk inter-aliafurther includes financial risk political risk fidelity risk legal risk. As a matter ofpolicy these risks are assessed and steps as appropriate are taken to mitigate the same.

PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE

The prescribed particulars of Employees required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is annexed herewith as Annexure to this Report.

The information required pursuant to Section 197(12) read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofEmployees of the Company will be provided on request. In terms of Section 136 of the Actthe reports and accounts are being sent to the members and others entitled theretoexcluding the information on employees particulars mentioned in rule 5(2) of the said rulewhich is available for inspection by the Members at

the Registered Office of the Company during the business hours on working days of theCompany upto the date of ensuing Annual General Meeting. If any Member is interest ininspecting the same such Member may write to the Compliance officer in advance.

Annexure to the Directors Report Disclosure under Section 197(12) of the Companies Act2013 read with Rule 5 (11 of the Companies (Appointment and Remuneration of ManagerialPersonnel! Rules 2014 are given below:

Sr.

No.

Nfame of

Director/KMP and Designation

Remuneration of Director/ KMP for FY 2017-18 (Rs.) Vo increase in Remuneration in FY 2017-18** Ratio of Remuneration of Director to Median

Remuneration of employees

Ratio of Remuneration of Director to Median

Remuneration of Employees

1. N.A N.A N.A N.A N.A

The number of permanent employees as on 31st March 2018 was 5.

Average of remuneration of employees excluding KMPs - Nil

No employee's remuneration for the year 2017-18 exceeded the remuneration of any of theDirectors. Company's performance has been provided in the Directors' Report which formspart of the Board Report.

The key parameter for the variable component of key Managerial personnel(s) is linkedwith Company performance and Individual performance.

The remuneration of Directors KMPs and other employees is in accordance with theRemuneration Policy of the Company.

STATEMENT CONTAINING THE PARTICULARS OF EMPLOYEES IN ACCORDANCE WITH SECTION 197 OF THECOMPANIES ACT 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014 AND FORMING PART OF DIRECTORS' REPORT FOR THE FINANCIALYEAR ENDED MARCH 31 2018 -NOT APPLICABLE

NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES ANDASSOCIATE COMPANIES DURING THE YEAR

Since the Company has no subsidiaries as on 31st March 2018 provision of section 129of the Companies Act 2013 is not applicable.

STATE OF COMPANY AFFAIRS:

The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.

STATUTORY AUDITORS

In Terms of the provisions of Section 139 of the Companies Act 2013 and otherapplicable provisions if any of the Companies Act 2013 and the Companies (Audit andAuditors) Rules 2014 as amended from time to time the Company hereby appoints M/S. GUPTAJ & ASSOCIATES. (Firm Regn. No. 032107N) Chartered Accountants as Auditors ofthe Company to hold office from the conclusion of this Annual General Meeting("AGM") till the conclusion of the next AGM of the Company to be held in theyear 2019 to examine and audit the accounts of the Company at such remuneration as may bemutually agreed between the Board of Directors of the Company and the Auditors."

AUDITORS* REPORT

The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and therefore in the opinion of the Directors do not call for furthercomments.

EXTRACT OF THE ANNUAL RETURN

Pursuant to the provisions of Sect ion 134 (3) (a) of the Companies Act 2013 Extractof the Annual Return for the financial year ended 31st March 2018 made under theprovisions of Sect ion 92 (3) of the Act in Form MGT -9 is annexed herewith as AnnexureI.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014 in respect ofConservation of Energy and Technology Absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review. There was noforeign exchange earning 8s outgo during the financial year under review.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review the Company is not required to comply with the provisionsrelated to Corporate Social Responsibility on the basis of its financial statement

DIRECTORS & COMMITTEES:

a. Changes in Directors and Key Managerial Personnel

During the Period under review Ms. Geeta Bharti (DIN: 06797301) resign from thedirectorship of the Company with effect from 28.03.2018 and Ms Mamta Devi (DIN: 07764358)was appointed as an Independent director of the Company w.e.f 28.03.20 18.

Declaration by an Independent Directorfs) and re- appointment if any

All Independent Directors have given declaration that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act and ListingAgreement.

b. Formal Annual Evaluation

Pursuant to the provisions of companies Act 2013 and applicable provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has carriedout annual performance evaluation of its own performance the directors individually aswell the evaluation of the working of its Audit Nomination 8& Remuneration andStakeholder committee. The manner in which the evaluation has been carried out has beenexplained in Corporate Governance Report.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS a. BOARD MEETINGS

During the year 6 (six) Board Meetings were convened and held. The details of whichare given below. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

s.

No.

Date of Meeting Total No. of Directors on the Date of Meeting No. of Directors Attended
1 27th May2017 4 4
2 11th August2017 4 4
3 04th September2017 4 4
4 13th November2017 4 4
5 14th February2018 4 4
6 28th March2018 4 4

EXTRAORDINARY GENERAL MEETINGS DURING THE FINANCIAL YEAR 2017-18

There is no Extraordinary General Meeting Convened during the Financial Year 2017-18.

AUDIT COMMITTEE

The Board has well-qualified Audit Committee with majority of Independent Directorsincluding Chairman. They possess sound knowledge on Accounts Audit Finance TaxationInternal Controls etc.

The Audit Committee also advises the Management on the areas where internal controlsystem can be improved. The Terms of reference of the Audit Committee are in accordancewith Regulation 18 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 and Section 177 of the Companies Act 2013 asfollows:

• Oversight of the Issuer's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

• Recommending to the Board the appointment re-appointment and if requiredthere

• Placement or removal of the statutory auditor and the fixation of audit fees.

• Approval of payment to Statutory Auditors for any other services rendered by thestatutory auditors.

• Reviewing with the management the annual financial statements beforesubmission to the board for approval with particular reference to:

i. Matters required to be included in the Directors' Responsibility Statement to beincluded in the Board's report

ii. Any changes in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on exercise of judgment bymanagement;

iv. Significant adjustments made in the financial statements arising out of auditfindings;

v. Compliance with listing and other legal requirements relating to financialstatements;

vi. Disclosure to any related party transactions;

vii. Qualifications in the draft audit report.

• Reviewing with the management the half yearly financial statements beforesubmission to the Board for approval.

• Reviewing with the management performance of statutoiy and internal auditorsadequacy of internal control systems;

• Reviewing the adequacy of internal audit function including the structure ofthe internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit.

• Discussion with internal auditors any significant findings and follow upthereon;

• Reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matters to the Board;

• Discussion with Statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern;

• Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.

COMPOSITION

During the year ended on 31st March 2018 the composition of Audit Committee has beenas under:

a. Mr. Gambheer Singh (Member)
b. Mr. Vinayaprakash (Member)
C. *Ms. Mamta Devi (Chairperson)
d. *Ms. Geeta Bharti (Chairperson)

^During the Financial year Ms. Geeta Bharti has resigned on 28.03.2018 from the post ofdirectorship and Ms. Mamta Devi has appointed as an Independent director with effect from28.03.2018.

During the Financial year 2017-18 Four (4) meeting of Audit Committee was held i.e.27th May 2017 11th August 2017 13th November 2017 14th February 2018.

NOMINATION & REMUNERATION COMMITTEE

The Company has duly constituted Nomination and Remuneration Committee to align withthe requirements prescribed under the provisions of Section 178 of the Companies Act 2013and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) 2015.

During the year ended on 31st March 2018 the composition of Nomination andRemuneration Committee has been as under:

a. Mr. Gambheer Singh (Member)
b. Mr. Vinayaprakash (Member)
C. *Ms. Mamta Devi (Chairperson)
d. *Ms Geeta Bharti (Chairperson)

^During the Financial year Ms. Geeta Bharti has resigned on 28.03.2018 from the post ofdirectorship and Ms. Mamta Devi has appointed as an Independent director with effect from28.03.2018.

During the financial year 2017-18 Four (4) meeting of Remuneration Committee was heldi.e. 27th May 2017 11th August 2017 13th November 2017 14* February 2018

TERMS OF REFERENCE

The terms of reference of Remuneration Committee includes the following:

• The remuneration committee recommends to the board the compensation terms of theexecutive directors.

• The committee to carry out evolution of every director's performance andrecommend to the board his/her appointment and removal based on the performance.

• The committee to identify persons who may be appointed in seniormanagement/Director in accordance w7ith the criteria laid down.

• Framing and implementing on behalf of the Board and on behalf of theshareholders a credible and transparent policy on remuneration of executive directorsincluding ESOP Pension Rights and any compensation payment.

• Considering approving and recommending to the Board the changes in designationand increase in salary of the executive directors.

• Ensuring the remuneration policy is good enough to attract retain and motivatedirectors.

• Bringing about objectivity in deeming the remuneration package while striking abalance between the interest of the Company and the shareholders."

STAKEHOLDER RELATIONSHIP COMMITTEE

The Company has duly constituted Stakeholder Relationship Committee to align with therequirements prescribed under the provisions of Section 178 of the Companies Act 2013 andRegulation 20 of SEBI (Listing Obligations and Disclosure Requirements) 2015.

Our Company has constituted a Stakeholder Relationship Committee to redress thecomplaints of the shareholders. The committee currently comprises of three Directors Ms.Mamta Devi is the Chairman of the committee.

a. Mr. Gambheer Singh (Member)
b. Mr. Vinayaprakash (Member)
c. Ms. Mamta Devi (Chairperson)
d. Ms. Mamta Devi (Chairperson)

^During the Financial year Ms. Geeta Bharti has resigned on 28.03.2018 from the post ofdirectorship and Ms. Mamta devi has appointed as an Independent director with effect from28.032018.

During the financial year 2017-18 Four (4) meeting of Remuneration Committee was heldi.e. 27th May 2017 11th August 2017 13th November 2017 14th February 2018.

ROLE OF STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee of our Board look into:

• The redressal of investors complaints viz. non-receipt of annual reportdividend payments etc.

• Matters related to share transfer issue of duplicate share certificatedematerializations.

• Also delegates powers to the executives of our Company to process transfers etc.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

During the year as per Section 177(9) read with Rule 7(1) of The Companies (Meeting ofBoard and its Powers) Rules 2014 Company is required to establish a Vigil Mechanism forits Directors and employees. In order to ensure that the activities of the Company and itsemployees are conducted in a fair and transparent manner by adoption of highest standardsof professionalism honesty integrity and ethical behavior the company has adopted avigil mechanism policy. This policy is explained in corporate governance report and alsoposted on the website of company.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186

During the year Company has not provided Loans Guarantees and Investments coveredunder the provisions of Section 186 of the Companies Act 2013.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES;

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. The details oftransactions with the Company and related parties are given for information under notes toAccounts.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL} ACT 2013

In order to prevent sexual harassment of women at workplace; the provisions of SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 areeffective in the Company. Under the said Act every company is required to set up anInternal Complaints Committee to look into complaints relating to sexual harassment atworkplace of any women employee. The Company has in place an Anti Sexual Harassment Policyin line with the requirements of the Sexual Harassment of Woman at Workplace (PreventionProhibition and Redressal) Act 2013. All women employees (permanent contractualtemporary and trainee) are covered under this Policy.

The following is a summary of Sexual Harassment complaints received and disposed offduring the year:

a. No. of Complaints received: 0

b. No. of Complaints disposed off : 0

SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT

Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Ms. Bhawna Practicing Company Secretaries to undertake the Secretarialaudit of the Company. The Secretarial Auditor Report provided By the Secretarial Auditorin Form No. MR-3 has been enclosed as Annexure II.

Explanation to the observations as notice in the Audit Report: The Management issearching the best

person for the position and the Company will strive to complete the pending e - filingwith Registrar of

Companies NCT of Delhi 8s Haryana timely intimations will be given to the StockExchange and the site

of the company will be updated

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 15 of SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report ispresented in the separate section and forms % an integral part of the DirectorsReport and attached.

DIRECTORS' RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the % Companies Act 2013 shall state that -

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed

along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made

judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state

of affairs of the company at the end of the financial year and of the profit and lossof the company for

that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting

records in accordance with the provisions of this Act for safeguarding the assets ofthe company

and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors had laid down internal financial controls to be followed by thecompany and that such

internal financial controls are adequate and were operating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable

laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

The board wishes to express and place on records its gratitude for the faith reposed inand cooperation

extended to the company by the shareholders of the company. Your directors wish to

place on record their deep sense of appreciation for the devoted and sincere servicesof the executives 1 staff and workers of the company for its success.

FOR AND ON BEHALF OF THE BOARD INCEPTUM ENTERPRISES LIMITED

(Formerly Known as Angels Enterprises Limited)

Sd/- Sd /-
Date: 14.08.2018 Gambheer Singh Vinayaprakash
Place: Delhi DIN: 06766095 DIN: 07304994