Your Directors have pleasure in presenting their 25thAnnual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March312018.
1. FINANCIAL RESULTS :
Pursuant to the notification dated February 16 2015 issued by Ministry of CorporateAffairs the Company has adopted the Indian Accounting Standards ("IND AS")notified under the Indian Accounting Rules 2015 with effect from 1st April 2017.Financial statement provides further explanation on the transition to Ind AS. Financialand Operational Results of the Company for the year ended 31st March 2018 as compared tothe previous financial year is summarized below
|Particulars (Standalone) || |
(Amount in INR)
| ||2017-18 ||2016-17 |
|Total Income ||84291381 ||21389904 |
|Total Expenditure ||85387544 ||34425186 |
|Profit /(loss)before exceptional items and Tax ||(1096163) ||(13035282) |
|Less: Exceptional items ||- ||- |
|Profit /(loss)before Tax ||(1096163) ||(13035282) |
|Less: Current Tax (Net of MAT Credit) ||- ||- |
|Previous Year Tax ||- ||- |
|Deferred Tax ||22408 ||19976 |
|Profit /(loss)For the Year ||(1073755) ||(13015306) |
|Earning per Equity Share (Face Value: Rs. 5/-) || || |
|Basic ||(0.05) ||(0.61) |
|Diluted ||(0.05) ||(0.61) |
REVIEW OF OPERATIONS
The Company during the financial year under review has generated revenue ofRs.842.91lacs (previous year Rs.213.89 lacs) resulting in loss of Rs.10.74 lacs (loss inprevious year Rs.130.15 lacs) and the total expenditure during the year is Rs. 853.87 lacsagainst expenditure of previous year was Rs.344.25 lacs.
There were no profits earned during the year and therefore not declared any dividendfor the current financial year.
3. TRANSFER TO RESERVES :
There are no amounts transferred to Reserves during the year under review. Howevercredit balance of Profit and Loss Account is transferred to Reserves and Surplus inBalance Sheet.
4. CHANGE IN PROMOTERS
During the year under review the existing promoters of your company have exited andoffered their shareholding to Mr. Rahul Saraf the new promoters of the company. Theexisting Promoters of the Company have agreed to take an exit and the new promoters haveagreed to acquire equity stake of 16.12% from the existing Promoters through SharePurchase Agreement on January 30 2018.
Further The Board of Directors in their meeting held on January 30 2018 and theshareholders in their meeting held on March 012018 approved and resolved to allot15000000 warrants which will be convertible into equal number of Equity shares onpreferential basis to the new promoter in terms of Section 62 and other applicableprovisions of the Companies Act 2013 and in terms of SEBI (ICDR) Regulations 2009.Pursuant to SPA and said preferential allotment the new promoter shall hold 3437798equity shares and 15000000 warrants representing 9.46% and 41.29% respectively of theVoting Share capital of the Company post Preferential Allotment.
Company has received In Principle Approval from BSE on August 8 2018 for the saidpreferential allotment.
On completion of the above said obligations Mr. Rahul Saraf is to be recognized asPromoters in place of Apogee Business Solutions Pvt Ltd Manju Natwar Sureka Tushar N.Sureka Natwar B. Sureka. Since this requires the approval of the Members pursuant toRegulation 31A of the SEBI (LODR) Regulations 2015 by way of a special resolution thesame is proposed for the approval of the members at the ensuing AGM.
5. MATERIAL CHANGES AND COMMITMENTS BETWEEN END OF FINANCIAL YEAR AND DATE OF REPORT:
1. Public Announcement dated January 30 2018 was filed in relation to Open Offer foracquiring upto 9444260 (Ninety Four Lakhs Forty Four Thousand Two Hundred Sixty Only)Equity Shares. Pursuant to the allotment of 15000000 warrants which will be convertedinto equal number of equity shares representing 26% of the Voting Share Capital from thePublic by Mr. Rahul Saraf.
2. The Board of Directors of the Company at their meeting held on July 27 2018 hasapproved to change the Registered office of the Company within city from "A/9 TheParle Colony Co-Operative Housing Society Limited Sahakar Road Vile Parle (East) Mumbai400057" to "103 Hubtown Solaris N S Phadke Marg Andheri (East)Mumbai-400069 Maharashtra".
6. DIRECTORS' RESPONSIBILITY STATEMENT:
As per the clause (c) of sub-section (3) of Section 134 of the Companies Act 2013 theDirectors' 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 andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of 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 theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any subsidiary joint ventures and associate company.
During the financial year 2017-18 your Company has not accepted any deposit within themeaning of Section 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
9. CASH FLOW STATEMENT:
Cash flow statement in pursuant to regulation 34(2)(c) of LODR Regulation 2015 isattached and form part of the report.
10. SHARE CAPITAL:
The Paid-up Equity Share Capital as on March 31 2018 was Rs.106620390/- comprising21324078 Equity Shares of Rs.5/- each.
11. RISK MANAGEMENT POLICY:
The Company has adopted a Risk Management Policy duly approved by the Board and isoverseen by the Audit Committee of the Company on a continuous basis to identify assessmonitor and mitigate various risks to key business objectives.
12. ADEQUACY OF INTERNAL FINANCIAL CONTROLS:
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
As required by SEBI (Listing Obligation And Disclosure Requirement) Regulation 2015the Management discussion and Analysis Report forms part of this Annual Report.
14. CORPORATE GOVERNANCE:
The Company is committed to good corporate governance in line with the ListingRegulations and Inanna Fashion and Trends Limited (Formerly known as Frontline BusinessSolution Limited) as corporate governance norms. The Company is in compliance with theprovisions on corporate governance specified in the Listing Agreement with BSE. TheCompliance certificate from M/s. B.N. Kedia & Co. Chartered Accountant regardingcompliance of conditions of corporate governance as stipulated in Listing Regulations hasbeen annexed with the report.
15. PREVENTION OF SEXUAL HARASSMENT POLICY:
The Company has in place a Prevention of Sexual Harassment policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibitionand Redressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy. During the year 2017-2018 nocomplaints were received by the Company related to sexual harassment.
16. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year there were no change in Board structure of the Company Further; thefollowing changes have been made in the Board structure of the Company after the end ofthis financial year:
|Sr.No. ||Name Of Directors ||DIN ||Date Of Appointment ||Date Of Resignation ||Designation |
|1. ||Natwar Balkrishna Sureka ||01296522 ||06/04/2008 ||27/07/2018 ||Managing Director |
|2. ||Manju Natwar Sureka ||01362461 ||06/04/2008 ||27/07/2018 ||Director |
|3. ||Brijkishore K. Ruia ||00309420 ||12/04/2011 ||27/07/2018 ||Independent Director |
|4. ||Sandeep Mhaske ||03000052 ||10/04/2017 ||27/07/2018 ||Independent Director |
|5. ||Rahul Saraf ||01494992 ||27/07/2018 ||- ||Whole time Director |
|6. ||Purnima Parashar ||07675850 ||27/07/2018 ||- ||Independent Director |
|7. ||Rishabh Sharma ||08051566 ||27/07/2018 ||- ||Independent Director |
|8. ||Gita Devi Agarwal ||08126967 ||27/07/2018 ||- ||Non Executive Director |
17. DECLARATION OF INDEPENDENT DIRECTOR:
The Company has received declaration from Independent Directors that they meet thecriteria of independence as laid down under Section 149(6) of the Act.
18. EVALUATION OF BOARD'S PERFORMANCE:
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration and Compliance Committees. The manner in which the evaluation has beencarried out has been explained in the Corporate Governance Report.
19. BOARD AND BOARD COMMITTEES:
The details of Board Meetings held during the year attendance of the directors at themeetings and details of all the Committees along with their charters composition andmeetings held during the year are provided in the "Report on CorporateGovernance" a part of this Annual Report.
20. MANAGERIAL REMUNERATION:
Disclosures of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is provided as "Annexure A".
21. PARTICULARS OF EMPLOYEES:
There is no employee drawing remuneration falling within the limits specified underSection 134(3) and 197 of the Companies Act 2013 read with the Companies (Particulars ofEmployees) Rules 2011 hence no statement is enclosed.
22. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
The Company has not granted any loans or given guarantees or made any investmentscovered under the provisions of Section 186 of the Companies Act 2013
23. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company is not required to develop and implement any Corporate SocialResponsibility initiatives as the said provisions are not applicable.
24. RELATED PARTY TRANSACTIONS:
During the financial year 2017-18 your Company has not executed any transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014. During the financial year2017-18 there were no transactions with related parties which qualify as materialtransactions under the Listing Regulations.
25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS &OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 are as below:
Energy Conservation: During the period under review there was no Energyconservation.
Technology Absorption: During the period under review there was noTechnology Absorption.
Foreign Exchange Earnings and Outgo: During the period under review therewas no foreign exchange earnings or outflow.
27. STATUTORY AUDITORS:
M/s. B.N. Kedia & Co. Chartered Accountant were appointed as the Statutory Auditorof the Company to hold office till the conclusion of 29th Annual General Meeting at the24th Annual General Meeting held on 29th September 2017. In terms of the provision ofSection 139(1) of the Companies Act 2013 the appointment shall be placed forratification at every Annual General Meeting.
In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.
M/s. B.N. Kedia & Co. has provided their respective consent certificates anddeclaration as required under Section 139 and 141 of the Act and the Companies (Audit andAuditors) Rules 2014. The Report of the Auditors on the financial statement for the yearended 31st March 2018 does not contain any qualification.
28. AUDITORS' OBSERVATION & REPORT:
The observation made in the Auditors' Report read together with relevant notes thereonare self explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.
29. SECRETARIAL AUDIT:
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors has M/s. S GParekh & Co. for conducting secretarial audit of the Company for the financial year2017-2018.
The Secretarial Audit Report is annexed herewith as "Annexure B".
The Qualification of Secretarial Auditor in its report and the Company' responsethereto is setforth below:
1. The Company has not appointed Company Secretary and Chief Financial Officer as theKey Managerial Personnel as required under the provisions of Sec 203(1)(ii) & (iii)read with Rule 8 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules 2014.
2. The Company has not designate Qualified Company Secretary as a Compliance officer asrequired under the Regulation 6 of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015
Company's Response to the above Qualifications:
During the year under review all effort were made by the Company to fill up theposition of Company Secretary and CFO but could not find a suitable candidate for the saidposition.
3. Regulation 47 of the SEBI (Listing obligations and Disclosure Requirements)Regulation 2015 Section108 of the Companies Act 2013 read with Rule 20 of the Companies(Management and Administration) Rules 2014 and Section 91 of the Companies Act 2013 readwith Rule 10 of the Companies (Management and Administration) Rules 2014 - NonPublication of Results Audited and Unaudited in newspaper.
Company's Response to the above Qualifications:
The Company has not been doing that since the financial position of the Company doesnot allow Board to incur such expenditure keeping in mind that the results are madeavailable for investors and market through Stock Exchange. The Company on timely basissubmits the results to the Exchange to bring the information in public domain
4. The Company has not appointed internal auditor as required under Sec 138 of theCompanies Act 2013. Company's Response to the above Qualifications:
During the period under review the Company has not entered into substantial financialtransactions and hence the Company has not appointed Internal Auditor. However the Companyhas adequate mechanism for internal financial control.
30. EXTRACT OF THE 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 "AnnexureC" to this Report.
Your Directors thank the Company's bankers financial institutions Central Governmentother government authorities and shareholders for their consistent support to the Company.The Directors also sincerely acknowledge to the significant contributions made by allstake holders for their dedicated services and support to the Company.
| ||On behalf of Board of Directors || |
|Place: Mumbai ||Rahul Saraf ||Geeta Devi Agrawal |
|Date: 21/08/2018 ||Whole-time Director ||Director |
| ||DIN:01494992 ||DIN:08126967 |