Your Directors are pleased to present the 26th Annual Report of theCompany together with the Audited Financial Statements for the year ended 31stMarch 2019.
SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:
|PARTICULARS ||2018-2019 ||2017-2018 |
|Total Income ||- ||24425 |
|Total Expenditure ||1908461 ||1264326 |
|Profit Before Interest and depreciation ||(1908461) ||(1239901) |
|Less: Depreciation ||- ||- |
|Interest ||- ||- |
|Tax ||- ||- |
|Net Profit/(Loss) After Tax ||(1908461) ||(1239901) |
Income of the company from operations is Rs. Nil. Profit/Loss before tax is Rs.(1908461) as compared to Rs. (1239901) in previous year.
TRANSFER TO RESERVES:
Due to unabsorbed losses no amount has been proposed to be transferred to Reserves.
In view of accumulated losses your Directors did not recommend any dividend for theyear.
The company has not accepted/renewed deposits within the meaning of Section 73 of theCompanies Act 2013 and rules made there under from public or from the shareholders duringthe period under review.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
Managements Discussion and Analysis Report for the year under review asstipulated under Regulation 34 (3) read with Schedule Part V of the SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 with Stock Exchange in Indiais presented in a separate Annexure -I forming part of the Annual Report.
CHANGE IN THE NATURE OF BUSINESS IF ANY:
There was no change in the nature of business of the Company or any of its subsidiariesduring the year.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY: During the year under review there were no material changes and commitmentsaffecting the financial position of the Company.
Forensic Audit as order by BSE has been completed and BSE has passed the order for thesame.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
As per the provisions of Section 149(4) of the Companies Act 2013 every listed companyshall have at least one-third of the total number of directors as independent directors.The Board of the Company to comply with the aforesaid requirements As per the Section149(10) of the Companies Act 2013 provides that independent director shall hold officefor a term of upto five consecutive years on the Board of the Company. Further accordingto the Section 149 (11) of the Companies Act 2013 no independent director shall beeligible for appointment for more than two consecutive terms of five years. Sub-section(13) states that the provisions of retirement by rotation as defined in Sub-sections (6)and (7) of Section 152 of the Act shall not apply to such independent directors.
NUMBER OF MEETINGS OF THE BOARD:
The Board met four times during the financial year the details of which are given inthe Corporate Governance Report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.
INDEPENDENT DIRECTORS DECLARATION:
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015. The Independent Directorsunder section 149(6) of the Companies Act 2013 declared that:
1. They are not promoters of the Company or its holding subsidiary or associatecompany;
2. They are not related to promoters or directors in the company its holdingsubsidiary or associate company.
3. The independent Directors have /had no pecuniary relationship with company itsholding subsidiary or associate company or their promoters or directors during thetwo immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Director has or had pecuniary relationshipor transaction with the company its holding subsidiary or associate company or theirpromoters or directors amounting to two per cent or more of its gross turnover or totalincome or fifty lakh rupees or such higher amount as may be prescribed whichever islower during the two immediately preceding financial years or during the currentfinancial year;
5. Independent Director neither himself nor any of his relatives--
(i) holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed; (ii) is or has been an employee or proprietor or a partner in any of thethree financial years immediately preceding the financial year in which he is proposed tobe appointed of--
(A) a firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; or
(B) any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten percent or more of the grossturnover of such firm;
(iii) Holds together with his relatives two percent. or more of the total voting powerof the company; or
(iv) is a Chief Executive or Director by whatever name called of any nonprofitorganization that receives twenty-five percent. or more of its receipts from the companyany of its promoters directors or its holding subsidiary or associate company or thatholds two percent or more of the total voting power of the company;
6. Independent Director possesses such qualifications as may be directed by the Board.
7. The Company & the Independent Directors shall abide by the provisions specifiedin Schedule IV of the Companies Act 2013.
SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The Companies Act 2013states that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its committees and individual directors. The Schedule IV of theCompanies Act 2013 states that the performance evaluation of independent directors shouldbe done by the entire Board of Directors excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The Board approved the evaluation resultsalong with evaluation done by the Nomination and Remuneration Committee.
PERFORMANCE OF THE BOARD AND COMMITTEES:
During the year under review the performance of the Board & Committees andIndividual Director(s) based on the below parameters was satisfactory:
(i) All Directors had attended the Board meetings.
(ii) The remunerations paid to Executive Directors are strictly as per the Company andindustry policy.
(iii) The Independent Directors only received sitting fees.
(iv) The Independent Directors contributed significantly in the Board and committeedeliberation and business and operations of the Company and subsidiaries based on theirexperience and knowledge and Independent views.
(v) The Credit Policy Loan Policy and compliances were reviewed periodically;
(vi) Risk Management Policy was implemented at all critical levels and monitored by theInternal Audit team who places report with the Audit committee and Board.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant of the provision of Section 149 (8) of the Companies Act 2013 read withSchedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the Independent Directors of the Company held their meeting on 12thFebruary 2019 reviewed the performance of non- independent directors and the Board as awhole including the Chairperson of the Company views expressed by the executive directorsand non-executive directors at various level and quantified the quality quantity andtimeliness of flow of information between the Company management and the Board andexpressed satisfaction. The Board is professionally managed.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on 31st March 2019 the Board consists of 3 members. Out ofwhich one is the Managing Director two are independent Directors. The policy of theCompany on directors appointment and remuneration including criteria for determiningqualifications positive attributes independence of a director and other matters providedunder Sub section (3) of Section 178 of the Companies Act 2013 adopted by the Board andare stated in this Board report. We affirm that the remuneration paid to the directors isas per the terms laid out in the nomination and remuneration policy of the Company.
COMMITTEES OF THE BOARD:
Currently the Board has Four Committees :(1) Audit Committee (2) Nomination andRemuneration Committee(3) Stakeholders Relationship Committee (4) Shares TransferCommittee A detailed note on the Board and its Committees is provided under the CorporateGovernance Report that forms part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE:
Pursuant to the Section 178 of the Companies Act 2013 the Company has set up aNomination and Remuneration and Stakeholders Relationship Committee. A detailed note onthe composition of the Committees is provided in the corporate governance report sectionof this Annual Report.
The Key Features of the Policy of the said committee are as follows:
For Appointment of Independent Director (ID):
a. Any person who is between the age of 25 years and below 75 years eligible to becomeIndependent Director(ID);
b. He has to fulfill the requirements as per section 149 of the Companies Act 2013read with Clause 49 of the Listing Agreement;
c. Adhere to the code of conduct as per Schedule IV to the Companies Act 2013;
d. Strictly adhere to the Insider Trading Regulation of the SEBI and Insider Tradingpolicy of the Company;
e. Independent Director should have adequate knowledge and reasonably able tocontribute to the growth of the Company and stakeholders;
f. Independent Director should be able to devote time for the Board and other meetingsof the company;
g. Entitled for sitting fees and reasonable conveyance to attend the meetings; and
h. Able to review the policy participate in the meeting with all the stakeholders ofthe company at the Annual General Meeting.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the Section 134(3)(c) and Section 134 (5) of the Companies Act 2013 theBoard of Directors of the Company hereby confirm: (i) That in the preparation of theaccounts for the financial year ended 31st March 2019 the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures; (ii) That the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year under review; (iii)That the Directors have taken proper and sufficient care 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; (iv) That the Directors have prepared the accounts for the financial yearended 31stMarch 2019 on a going concern basis.
(v) The internal financial controls are laid and have been followed by the company andthat such controls are adequate and are operating effectively. Such controls meanscontrols and policies and procedures adopted and adhered by the company for orderly andefficient conduct of the business for safeguarding assets prevention and detection offrauds and errors and maintenance of accounting records and timely preparation offinancial statements and review its efficiency. (vi) The Directors had devised propersystems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In terms of the provisions of Section 177(9) of the Companies Act 2013 the Companyhas implemented a vigil mechanism named Whistle Blower Policy to deal with instance offraud and mismanagement if any in staying true to our values of Strength Performanceand Passion and in line with our vision of being one of the most respected companies inIndia the Company is committed to the high standards of Corporate Governance andstakeholder responsibility. A high level Committee has been constituted which looks intothe complaints raised. The Committee reports to the Audit Committee and the Board. TheWhistle Blower Policy ensures that strict confidentiality is maintained whilst dealingwith concerns and also that no discrimination will be meted out to any person for agenuinely raised concern.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures. The Company has an Internal Control System commensuratewith the size scale and complexity of its operations. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.The Internal Audit Department monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company.
Based on the report of internal audit function process owners undertake correctiveaction in their respective areas and thereby strengthen the controls. Significant auditobservations and recommendations along with corrective actions thereon are presented toBoard.
Under section 139 of the Companies Act 2013 and the Rules made there under it ismandatory to rotate the Statutory Auditors on Completion of the maximum term permittedunder the provisions of the Companies Act 2013. In line with the same M/s Kala Jain& Co. Chartered Accountants (Firm registration number - 127886W) was appointed asthe statutory auditors of the Company to hold office for a period of five consecutiveyears from the conclusion of 22nd Annual General Meeting of the Company held on30th June 2015 till the conclusion of 27th Annual General Meeting to be heldin year 2020. The requirement for the annual ratification of auditors appointment atthe AGM has been omitted pursuant to Companies (Amendment) Act
2017 notified on May 07 2018.
The Auditors have not made any qualification to the financial statement. Their reportson relevant notes on accounts are self-explanatory and do not call for any comments undersection 134 of the companies Act 2013.
SECRETARIAL AUDITORS AND THEIR REPORT:
M/s. Ramesh Chandra Mishra & Associates Company Secretary in Practice wasappointed to conduct the secretarial audit of the Company for the financial year 2018-19as required under Section 204 of the Companies Act 2013 and Rules there under. TheSecretarial Audit Report for F.Y. 2018-19 is Annexure-II to thisBoards Report.
The Board has re-appointed M/s. Ramesh Chandra Mishra & Associates CompanySecretary in Practice as secretarial auditor of the Company for the financial year2019-20.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS/REGULATORS:
Company has received SCN from SEBI dated 7TH August 2018 under rule 4(1) ofSEBI (Procedure for holding Inquiry and ImposingPenalities by Adjudicating Officers )Rules 1995.
Company has received notice from SEBI vide SEBI/HO/A&E/EAD/KS/AA/25961/2018 dated
14 TH September 2018 hereing notice under rule 4(1) of SEBI (Procedure forholding Inquiry and
Imposing Penalities by Adjudicating Officers ) Rules 1995.
Company has received an adjudication order from SEBI vide EAD-8/KS/AA/OW/P/2019/2408/1dated 23rd jan2019.
The application for listing of new shares on account of reduction of capital has beenreceived on 26th June 2018. The trading of shares temporarily under hold bythe stock exchange On account of GSM.
CONSERVATION OF ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
The details of Conversion of Energy Technology Absorption are not applicable in thecase of the company. However the company took adequate steps to conserve the energy andused the latest technology. During the year under review there were no foreign ExchangeEarnings. The Foreign Exchange outgo is Nil.
RELATED PARTY TRANSACTIONS/CONTRACTS:
The Company has implemented a Related Party Transactions policy for the purposes ofidentification and monitoring of such transactions. All the transactions that were enteredinto during the financial year were on arms length basis and were in the ordinarycourse of business.
There were no materially significant related party transactions made by the companywith Promoters Key Managerial Personnel or other designated persons which may havepotential conflict with interest of the company at large.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
There were no loans Guarantees and Investments covered under Section 186 of theCompanies Act 2013.
EXTRACT OF ANNUAL RETURNS:
Pursuant to the Section 134(3)(a) of the Companies Act 2013 the details forming partof the extract of the Annual Return is Form MGT-9 is Annexure-III.
A Report on Corporate Governance along with a Certificate from M/s. Ramesh ChandraMishra & Associates regarding compliance with the conditions of Corporate Governanceas stipulated under SEBI (Listing Obligations and Disclosures Requirements) Regulations2015 forms part of this Report and Annexure-IV to this Boards Report.
BANK AND FINANCIAL INSTITUTIONS:
Directors are thankful to their bankers for their continued support to the company.
Your Directors convey their sincere thanks to the Government Banks Shareholders andcustomers for their continued support extended to the company at all times.
The Directors further express their deep appreciation to all employees for commendableteamwork high degree of professionalism and enthusiastic effort displayed by them duringthe year.
| ||On behalf of the Board of Directors |
|Place: Mumbai ||Sd/- |
|Dated: 29th May 2019 ||Kirti Salvi |
| ||Managing Director |
| ||DIN: 07141300 |