Dear Members
The Directors of the Company presents their Twenty Seventh (27th) AnnualReport of the Company along with Audited Financial Statements for the financial yearended 31st March 2018.
FINANCIAL PERFORMANCE
| | (Amount in Rs) |
| Particulars | 2017-18 | 2016-17 |
| Gross Revenue | 5161813 | 9582461 |
| Gross Profit/ (Loss) before Interest Dep. & Tax | 139696 | 608131 |
| Less: Interest and other finance cost | Nil | (7724123) |
| Depreciation | 151200 | 9507025 |
| Profit/(Loss) before Tax & Exceptional Items | (11504) | (1174771) |
| Less: Exceptional Items | Nil | 149341934 |
| Profit/(Loss) before Tax | (11504) | (150516705) |
| Less: Provision for Taxation | Nil | Nil |
| Profit/ (Loss) after Tax | (11504) | (150516705) |
| Other Comprehensive income | Nil | Nil |
| Total Comprehensive income | (11504) | (150516705) |
| Add: Surplus B/F from last year | (1225976532) | (1075459827) |
| Amount available for appropriations | (1225988036) | (1225976532) |
| Appropriations | Nil | Nil |
| Amount carried to Balance Sheet | 1225988036 | (1225976532) |
OPERATIONAL PERFORMANCE
During the year the Company could not carry any exploration business however theCompany earned revenue of ` 5161813 (previous year ` 9582461) on account ofconsultancy. Your Company incurred losses of ` 11504 (Previous year ` 150516705).
As regards the status of activities being carried by Sun Petrochemicals PrivateLimited pursuant to the MOU signed by the Company your Directors state that nosignificant recovery has yet been made.
DIVIDEND
In view of losses incurred during the financial year the Board does not recommend anydividend for the year under review.
SHARE CAPITAL
The paid up Share Capital of the Company as on 31st March 2018 was `249212000 (Rs. Twenty Four Crores Ninety Two Lacs Twelve Thousands only). During theyear under review the Company has neither issued shares with deferential voting rightsnor granted stock options nor sweat equity. As on 31st March 2018 the Companyhad no outstanding convertible instruments.
RESERVE
No amount has been transferred to any of the reserve during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review following changes took place in the Board of Directors ofthe Company and Key Managerial personnel:
1. Mr. Lai Kai Jin Michael (DIN 02247249) an independent director of the Companyresigned w.e.f. 08.12.2017.
2. Mr. Ashish Trivedi (DIN: 07940002) was appointed as an Independent Director of theCompany w.e.f. 14 November 2017.
3. Mrs. Kirti Trivedi (DIN:07940047) was appointed as an Independent Woman Director ofthe Company w.e.f. 14 November 2017.
Term of Mr. Vijay Misra (DIN 00458031) as Managing Director of the Company has beenexpired of 31 March 2018. Mr. Vijay Misra continue to be on the Board of the Company as aDirector and retires by rotation at the ensuing Annual General Meeting and being eligiblehe offered himself for reappointment.
Independent Directors have given declarations that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and ListingRegulations.
NUMBER OF BOARD MEETING
The Board of Directors met 4 (four) times during the year the details of which areprovided in the Corporate Governance Report.
BOARD LEVEL PERFORMANCE EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance itscommittees and individual directors pursuant to the provisions of the Companies Act 2013and the Listing Regulations. The performance of the Board was evaluated by the Board afterseeking inputs from all the directors on the basis of the criteria such as the Boardcomposition and structure effectiveness of board processes contribution towardsdevelopment of the strategy etc. The performance of the committees was evaluated by theboard after seeking inputs from the committee members on the basis of the criteria such asthe composition of committees effectiveness of committee meetings etc.
The Board in consultation with Nomination and Remuneration Committee ("NRC")reviewed the performance of the individual directors on the basis of the criteria such asthe contribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed contribution at the meetings and otherwiseindependent judgment etc.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the board was evaluated. The same was discussed in the boardmeeting that followed the meeting of the independent Directors at which the performanceof the Board its committees and individual directors was also discussed.
INDEPENDENT DIRECTORS' DECLARATION
The Independent Directors have filed their declaration with the Company affirming thatthey meet the criteria of Independence mentioned u/s 149(6) of the Companies Act 2013.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING QUALIFICATION ATTRIBUTES INDEPENDENCE ETC.
The Nomination and Remuneration Committee identifies the persons of integrity whopossess relevant expertise experience leadership qualities qualification attributesindependence and other matters required for the position of directors provided u/s 178(3).
REMUNERATION POLICY
The Company follows a policy on remuneration of Directors and Senior ManagementEmployees details of the same are given in the Corporate Governance Report.
AUDIT COMMITTEE
The Audit Committee of the Company was constituted in line with the provisions of theCompanies Act 2013 & Listing Regulations.
The Audit Committee as on 31st March 2018 comprises three Non-ExecutiveIndependent Directors namely Mr. Krishna Kumar Nitatala Mrs. Kirti Trivedi and Mr.Ashish Trivedi (Chairman of the Committee). All three members of Committee have adequatefinancial & accounting knowledge and background.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of the Act relating to Corporate Social Responsibilitywas not applicable to the Company since none of the criteria mentioned in the said sectionis attracted.
PARTICULARS OF EMPLOYEES
During the year under report the Company had no employee on its roll and accordingly noinformation was required to be given pursuant to the provisions of Section 197(12) of theCompanies Act 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES
Section 197(12) of the Companies Act 2013 and Rule 5(2) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 was not applicable since the Companyhad no employee during the financial year.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of no business activities the Company has no particulars for disclosure underConservation of Energy Technology Absorption as required under Section 134(3) (m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014. Detail ofForeign Exchange Earnings and Outgo is disclosed in the Financial Statement attached withthis report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year under review the Company has not made any loans guarantees andinvestments which are governed by the provisions of section 186 of the Companies Act2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There is no materially significant related party transaction made by the Company withPromoters Directors Key Managerial Personnel or other related parties which may have apotential conflict with the interest of the Company at large.
All related party transactions for the year are placed before the Audit Committee aswell as before the Board for approval.
The particulars of contracts or arrangements with related parties referred to inSection 188(1) in prescribed in Form AOC-2 is appended as Annexure I
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE
Management Discussion Analysis and Corporate Governance Report as stipulated underListing Regulations forms part of the Annual Report and are referred to As Annexure IIIand IV respectively.
EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-V to thisReport.
VIGIL MECHANISM
The Company has framed a Whistle Blower Policy to deal with instances of fraud andmismanagement if any. The details of the Policy are given in the Corporate GovernanceReport and the Policy is posted on the Company's website.
FIXED DEPOSITS
During the year under review your Company has not accepted any fixed deposits and therewere no unclaimed deposit or interest thereon as on 31st March 2018.
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
No material changes has been taken place 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.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by the Regulators/Courts whichwould impact the going concern status of the Company.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES JOINT VENTURES OR ASSOCIATECOMPANIES
No Company has become or ceased to be subsidiary joint venture or associate companyduring the year under review.
INTERNAL FINANCIAL CONTROL
Your Company has adequate system of internal controls to ensure that all the assets aresafeguarded. Necessary checks and controls are in place to ensure that transactions areproperly verified adequately authorized and correctly recorded and properly reported. TheAudit Committee regularly reviews these measures and actions.
RISK MANAGEMENT
In line with the regulatory requirements the Company has framed a Risk ManagementPolicy to identify risk areas and procedure to mitigate the risks. Detailed exercise iscarried out at regular intervals to identify evaluate manage monitor and mitigate allbusiness risks.
DETAILS OF NUMBER OF CASES FILED IF ANY AND THEIR DISPOSAL IN TERMS OF SECTION 22 OFTHE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013
No case of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 was filed.
SECRETARIAL AUDIT
M/s. KJ & Associates Company Secretaries in Practice have been appointed by theCompany as Secretarial Auditor to undertake Secretarial Audit of the Company pursuant tothe provisions of Section 204 of the Companies Act 2013 and The Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 The Secretarial Audit Report isannexed herewith as Annexure–II.
As regards observations in the Secretarial Audit Report due to severe financialconditions the Company had not been able to comply with certain provisions of the law. TheCompany will make necessary compliance once the financial conditions permit the same.
AUDITORS & AUDITORS' REPORT
Santosh Gupta & Co. Chartered Accountants Faridabad (ICAI Firm Registration No.009713N) are the Auditors of the Company. Being eligible they have offered themselvesfor ratification of their appointment and accordingly a resolution is proposed in theNotice convening the ensuing annual general meeting for ratification of their appointmentto hold office from the conclusion of the ensuing annual general meeting to the conclusionof the next Annual General Meeting.
No frauds have been reported under Section 143(12) of the Act by the Auditors of theCompany.
Auditors' report is self-explanatory and therefore does not require further commentsand explanation.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3) (c) read with 134(5) of the Companies Act 2013 it ishereby stated that:
(a) In the preparation of the annual accounts for the financial year ended 31stMarch 2018 the applicable Indian Accounting Standards have been followed alongwithproper 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 andfair view of the state of affairs of the company as at March 31 2018 and of the profitand loss of the company for the year ended on that date;
(c) the directors had taken proper and sufficient care for 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) the directors had prepared the annual accounts on a going concern basis.
(e) the Directors have laid down Internal financial controls to be followed by thecompany which are adequate and were operating effectively;
(f) the directors had devised proper system ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
The Board of Directors of the Company acknowledge with gratitude the co-operation andassistance received from the Central and State Government Authorities ShareholdersBanks/other lenders Vendors and other business associates for their confidence supportand forbearance.
For and on behalf of the Board
Sd/- Vijay Misra
Chairman
DIN 00458031
Place: Delhi
Date: 09.08.2018
