Your Directors present the 26th Annual Report together with Audited Accounts of yourCompany for the financial year ended on 31st March 2019.
The summarized financial results of the Company for the financial year 2018-19 are asunder:-
| || ||(Amount in Rs. ) |
|Particulars ||2018-19 ||2017-18 |
|Revenue from Operations and Other Income ||20120391 ||39301431 |
|Total Expenditure ||19609614 ||38782161 |
|Profit before Interest Depreciation & Tax ||510777 ||524013 |
|Interest Cost ||0 ||0 |
|Depreciation ||0 ||4744 |
|Profit/ (Loss) after Dep. and before Tax ||510777 ||499269 |
|Provision for- Current Tax (Net) ||135000 ||131000 |
|- MAT Credit Entitlement ||0 ||0 |
|- Deferred Tax ||(527) ||(707) |
|Prior Period Tax Adjustment ||0 ||0 |
|Net Profit/ (Loss) for the year after tax ||376304 ||368976 |
|Balance brought forward from previous year ||(4574364) ||(4968325) |
|Other Reserve ||0 ||24985 |
|Balance carried to Balance Sheet ||(4198060) ||(4574364) |
|Earnings per Share :- || || |
|(i) Basic ||0.09 ||0.09 |
|(ii)Diluted ||0.09 ||0.09 |
The Directors do not recommend any dividend on the equity shares for the year ended on31st March 2019.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report of your company for the financial yearended on 31st March 2019 is as under:
(a) Industry Structure and Development
Your Company is engaged in the trading activities and management expects that there ishuge scope of development and growth in spite of competitive market conditions. During thecurrent financial year the company has made turnover of Rs. 201.20 lakhs.
(b) Opportunities and Threats
The Company envisages huge growth in the trading activities sector. But increased costof purchases competitive market conditions and low margins are the major threats in thetrading industry.
(c) Segment - Wise and Product Wise Performance
The Company operates in single segment. Therefore no SegmentWise andProductWise performance is done by the Company.
The Company does not foresee and major threat to the growth prospective. Since thecompany is presently engaged in the trading activities there is huge scope of growth inthe industry.
(e) Risk and Concerns
The Company has constituted a committee of Directors to identify monitor and minimizethe risk and also to identify the business opportunities. The Committee is also entrustedthe job of defining the framework for identification assessment monitoring andreporting of the risk and review of risk trends and its potential impact.
(f) Internal Control Systems and itAdequacy
The Company is availing the services of independent professionals to carry out theinternal audit and ensure that recording and reporting of all transactions is adequate andproper. The necessary measures are taken to update the internal control system. The systemalso ensures that all the transactions are appropriately authorised recorded andreported. All the measures are regularly reviewed by the management and necessaryimprovements are done.
(g) Discussion on Financial Performance with respect to Operational Performance
The financial performance during the current financial year in terms of sales has beenmoderate. The Company has earned profit of Rs. 510777/- during the year under review.
(h) Material Development in Human Resources / Industrial Relations
The Company recognized the significance of human values and ensures that properencouragement is given to the employees of the Company to motivate them. Employee'srelations continued to be cordial throughout the year in the company.
(i) Details of Significant Changes in key financial ratios:
There has been no significant changes in key financial ratios.
(j) Cautionary Statement
The Statements in the "Management Discussion and Analysis Report" describethe Company's objectives estimates and expectations which may be a forward lookingstatement within the meaning of applicable laws rules and regulations. The actual resultsmay differ from those expressed or implied depending upon the economic conditions andpolicies of the Government.
During the year under review the Company continued to carry on tradingactivities.Total revenue from the trading activities and other income amounted to Rs.20120390/- as against Rs. 39301431/- in the previous year. Net profit afterDepreciation and taxes has been Rs. 376304 /- as against Rs. 368976 /- during theprevious year. The Directors are expecting better performance in the coming year.
THE STATE OF AFFAIRS OF THE COMPANY
The state of affairs of the Company is on the improvement track. The Directors arehopeful that in the coming years the financial strength will improve further.
(i) Share Capital
The paid-up Equity Share Capital as on 31st March 2019 was 4.00 Crore. During the yearunder review the Company has not issued any shares with differential voting rights norgranted stock options nor sweat equity.
(ii) Fixed Deposits
The Company is not accepting any fixed deposits from the public.There are no fixeddeposits remaining unpaid/unclaimed with the Company as on 31st March 2019.
(iii) Particulars of loans guarantees or investments
The particulars of loans guarantees and investments covered under the provisions ofSection 186 of the Companies Act 2013 may be taken as Nil.
MATERIAL CHANGES & COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There have been no material changes or any other commitments which may affect thefinancial position of the Company.
RELATED PARTY TRANSACTIONS
No related party transactions were entered into during the financial year 2018-19.There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large. None of the Directors hasany pecuniary relationships or transactions vis--vis the Company. The details of RelatedParty Policy is available on http://mewatzinc.com/data/documents/Policy-on-Related-Party-Transactions.pdf
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED IMPACTING THE GOING CONCERN STATUSAND COMPANY'S OPERATIONS INFUTURE
There are no significant and material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its future operations.
LISTING OF SHARES
The Equity Shares of the Company are listed with the BSE Ltd. and the Calcutta StockExchange Limited. The Company has paid the annual listing fees to the BSE Limited for theyear 2019-20.
SHARE TRANSFER SYSTEM
The request regarding physical share transfers and share certificates should beaddressed to Registrar and Transfer Agent. Such requests are processed with in stipulatedtime from the date of receipt provided documents meet the stipulated requirement ofstatutory provisions in all respect. The share certificates duly endorsed are returnedimmediately to the shareholder by RTA. The details of transfer and transmission are placedbefore the Stakeholders Relationship Committee from time to time and the Board for notingand confirmation.
(i) Retirement by rotation
In accordance with the applicable provisions of the Companies Act 2013 and Articles ofAssociation of the Company Ms. Neena Gupta retires by rotation and is eligible forre-appointment.
(ii) Declarations by Independent Directors
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation17 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
(iii) Board Meetings
During the year Four (4) Board Meetings and Four (4) Audit Committee Meetings wereconvened and held. The details are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013.
(iv) Independent Directors Meeting
During the Financial Year 2018-2019 one meeting of the Independent Directors was heldon 30.03.2019 to discuss the evaluation of the performance of Non-Independent Directorsand the Board of Directors as a whole evaluation of the performance of the Chairman ofthe Company taking into account the views of the executive and non-executive Directors andevaluation of the quality content and timeliness of the flow of information between themanagement and Board which is necessary for the Board to perform its duties.
(v) Details of Directors or KMP appointed / resigned during the financial year.
During the year under review Mr. Lalit Mohan Saxena has resigned from the directorshipand Mr. Neeraj Sobati has been appointed in place of Mr. L.M. Saxena as IndependentDirector subject to the approval of shareholders at the ensuing AGM.
COMPANY POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Company has formulated a remuneration policy which provides the manner of selectionof Board of Directors KMP and their remuneration. In case of appointment of independentDirectors the Nomination and Remuneration Committee shall satisfy itself with regard toindependent nature of the Directors viz-a-viz the company so as to enable the Board todischarge its performance and duties effectively. The Policy is also available on thewebsite of the company at the following link http://mewatzinc.com/data/documents/Nomination-and-Remuneration-Policy.pdf
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The provisions of Regulation 21 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are not applicable to the company. However pursuant tosection 134(3)(n) of the Companies Act 2013 and Regulation 21 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the company has constituted aBusiness Risk Management Committee. At present the Company has not identified any elementof risk in the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofthe section 134(3)(c) of the Companies Act 2013:
(i) That in the preparation of the annual financial statements for the year ended March31 2019
(ii) The applicable accounting standards have been followed alongwith properexplanation relating to material departures if any;
(iii) That such accounting policies as mentioned in the Notes to the FinancialStatements have been selected and applied consistently and judgments and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company as at March 31 2019 and of the profit/(loss) of the Company forthe year ended on that date;
(iv) That proper and sufficient care has been taken 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; That the annual financial statements have been prepared on a going concernbasis;
(v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
(vi) That proper systems to ensure compliance with the provisions of all applicablelaws were in place and were adequate and operating effectively.
ESTABILISHMENT OF VIGIL MECHANISM
The Company has a Vigil Mechanism named as Whistle Blower Policy to deal with theinstances of fraud and Mismanagement if any. The Company has constituted a committee tolook into complaint raised.
(i) Statutory Auditors
M/s Manish Rustagi & Associates Chartered Accountants were appointed as statutoryauditors of the company at the Annual General Meeting (AGM) held on 3rdSeptember 2014 for a term of five consecutive years i.e. from conclusion of 21stAGM till the conclusion of 26th AGM of the company to be held in year 2019subject to the ratification of their appointment at every AGM pursuant to Section 139 ofthe Companies Act 2013.
In line with the requirements of Companies Act 2013 M/s Manish Rustagi &Associates Chartered Accountants were not eligible for re-appointment as statutoryauditors of the company. In place of the existing Statutory Auditor M/s Manish Rustagi& Associates Chartered Accountants M/s Gaurav Surendra Gupta and AssociatesChartered Accountants (FRN : 032345N) are recommended for appointment based on theirconsent and certificate furnished by them in terms of Section 141 of the Companies Act2013 as the Statutory Auditors of the Company for a period of 5 (five) consecutive yearsfrom the conclusion of ensuing Annual General Meeting till the conclusion of AnnualGeneral Meeting to be held in the year 2024.
The requirement for the annual ratification of the auditors appointment at the AGM hasbeen omitted pursuant to Companies (amendment) Act 2017 notified on May 7 2018.
(ii) Auditors Report:
The observations made in the auditor's report read together with relevant notes thereonare self explanatory and hence do not call for any further comments from the Directorsunder section 134(3)(f) of the Companies Act 2013.
(iii) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act 2013 and theCompanies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed CS Baldev Singh Kashtwal a Company Secretary in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewithas "Annexure-A".
In response to the remark of the secretarial auditor regarding holding of 39600 equityshares by the promoter in physical form it is stated that the promoter has alreadyinitiated the process of getting these shares demateralised.
(iv) Internal Auditors
The Company has appointed M/s Daga Arun & Company Chartered Accountants asinternal auditors of the company pursuant to section 138 of the Companies Act 2013 readwith Rule 13 of Companies (Accounts) Rules 2014.
COMPOSITION OF AUDIT COMMITTEE
The Company has constituted an Audit Committee. The details of the audit committee aregiven in the Corporate Governance Report which is annexed as "Annexure B" to theBoard Report.
STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEENMADE BY THEBOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDINGINDEPENDENT DIRECTORS
The Nomination and Remuneration Committee constituted in compliance with section 178 ofthe Companies Act 2013 read with relevant rules framed there under and Regulation 19 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations2015 has laid down aframework for the evaluation of the performance of the Directors including IndependentDirectors and the Committees of the Board.
SUBSIDIARY JOINT VENTURES OR ASSSOCIATES COMPANIES
The Company does not have any subsidiary joint venture or associate company.
DISCLOSURE OF RELATIONSHIP BETWEEN THE DIRECTORS
Mr. Jai Prakash Gupta Chairman & Managing Director and Ms. Neena Gupta Director& CFO are related to each other. Other Directors are not related to each other inanyway.
DETAIL OF FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS
During the year under review one familiarization Programme was conducted for theindependent Directors of the Company. The details are available athttp://mewatzinc.com/data/documents/Code-of-Conduct-for-Board-Members-and-Senior-Management.pdf
A Report on Corporate Governance along with a Certificate from the Auditors of theCompany regarding compliance of the conditions of Corporate Governance pursuant toRegulation 17 to 27 of SEBI(Listing Obligations and Disclosure Requirements) Regulations2015 is annexed herewith as Annexure-B.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
Since there were no manufacturing operations during the year information relating toconservation of energy technology absorption foreign exchange earnings and outgo asrequired under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 of theCompanies (Accounts) Rules 2014 is not applicable.
EXTRACT OF ANNUAL RETURN
As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the annual return for FY 2019 is given in Annexure III in the prescribed FormNo. MGT-9 which is a part of this report.
NUMBER OF COMPLAINTS RECEIVED AND DISPOSED OFF DURING THE YEAR AS PER THE SEXUALHARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
During the year under review the company has not received any complaint as per theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
PARTICULARS OF EMPLOYEES
The provisions of Section 197 read with rule 5(2) & (3) of the Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014 requiring particularsof the employees to be disclosed in the Report of Board of Directors are not applicable tothe Company as none of the employees was in receipt of remuneration in excess of Rs. 1.20Crore per year during the financial year 2018-19.
The directors state that the applicable secretarial standards i.e. SS-1 and SS-2relating to "Meetings of Board of Directors and General Meetings" respectivelyhave been duly followed by the Company.
CORPORATE SOCIAL RESPONSIBILITY
The Company has formulated a CSR Policy pursuant to the provisions of the section 135of the Companies Act 2013 read with rules framed thereunder. At present the provisionsare not applicable to the company. As and when these provisions become applicablenecessary steps will be taken to comply with the same.
The Directors of the Company wish to thank all the concerned agencies bankers and theemployees for the co-operation assistance and support. The Directors also dulyacknowledge the trust and confidence the shareholders and investors have reposed in theCompany.
| ||By the order of the Board |
| ||For MEWAT ZINC LIMITED |
| ||Sd/- |
| ||Jai Prakash Gupta |
|Date : 30/05/2019 ||CHAIRMAN & MANAGING DIRECTOR |
|Place : NewDelhi ||DIN: 00253529 |