NEWEVER TRADE WINGS LIMITED
(Formerly Newever Infrahomes Limited)
Your directors have pleasure in presenting Third Annual Report together with theAudited Accounts for the financial year ended 31st March 2015.
The directors are hopeful to achieve better results in future.
| ||For the year ended 31.03.2015 ||For the year ended 31.03.2014 |
| ||Amt(Rs) ||Amt(Rs) |
|Profit / Loss before exceptional and extraordinary items and tax ||107787.00 ||314710.00 |
|Exceptional Items ||- ||- |
|Profit/(loss) before extraordinary items and tax ||107787.00 ||314710.00 |
|Extraordinary Items ||- ||- |
|Profit before tax ||107787.00 ||314710.00 |
|Tax expense || || |
|(1) Current tax ||(126221.00) ||(528598.00) |
|(2) Deferred tax ||545302.00 ||(431353.00) |
|Profit/(loss) for the period from continuing operations ||526869.00 ||(645241.00) |
|Profit/(loss) from discontinuing operations ||- ||- |
|Tax expenses of discontinuing operations ||- ||- |
|Profit/(loss) from discontinuing operations (after tax) ||- ||- |
|Profit/(loss) for the period ||526869.00 ||(645241.00) |
Your company achieved an all time high performance in compare to previous year. Duringthe year the Company's Profit after tax amounts to Rs. 526869/-. Barring unforeseencircumstances your Directors expect to achieve good results in the coming year. Yourcompany had coupled with high level of modernization concentrated efforts of bothManagement and all dedicated employees the whole hearted support of Banks suppliers andcustomers attained these levels of performance.
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the operational activities of the company during the yearunder review.
TRANSFER TO RESERVES
During the year under review there is no transfer to reserves.
The Board of Directors of the Company had not declared and paid any dividend for thecurrent financial year.
The paid up equity capital as on March 31 2015 was Rs. 2394.52 Lakhs. The company hasnot issued shares with differential voting rights nor granted stock options nor sweatequity during the financial year.
Cash and cash equivalents as at March 31 2015 was Rs. 12.61653 lakhs. The companycontinues to focus on judicious management of its working capital Receivablesinventories and other working capital parameters were kept under strict check throughcontinuous monitoring.
Your Company has not accepted nor renewed any deposits during the Financial Year2014-15 in terms of Chapter V of the Companies Act 2013.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
There is no investment during the year under review.
During the year under review your Company enjoyed cordial relationship with workersand employees at all levels.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 149 of the Act which came into effect from April1 2014 Mr. Vikash Dubey Mr. Bhaskar Paul and Mrs. Purnima Maity were appointed asindependent directors at the annual general meeting of the Company held on September 242014. The terms and conditions of appointment of independent directors are as per ScheduleIV of the Act. They have submitted a declaration that each of them meets the criteria ofindependence as provided in Section 149(6) of the Act and there has been no change in thecircumstances which may affect their status as independent director during the year.
Mr. Vikrant Kayan Director of the Company retires by rotation at the ensuing AnnualGeneral Meeting of the Company and being eligible offer himself for re-appointment.
Mr. Sharad Jhunjhunwala stepped down from the Board of the Company on March 27 2015due to pre-occupations. The Board places on record its appreciation of the invaluablecontribution and guidance provided by him.
Mr. Akash Kumar was appointed as Additional Managing Director with effect from March27 2015. He is Commerce graduate from Calcutta University. He has five years ofexperience in trading and other related activities. His area of specialization includesAccounts Finance Management Corporate Management Business valuation and CorporateGovernance. He has strong execution capabilities and is adept at innovation team buildingand leadership. His appointment will immensely help the Company in its positive growth.
The resolutions seeking approval of the Members for the appointment of Mr. Akash Kumaras Managing Director of the Company have been incorporated in the notice of annual generalmeeting forming a part of this report. The Company has received a notice under Section 160of the Act along with the requisite deposit proposing the appointment of Mr. Akash Kumaras Managing Director of the Company.
Pursuant to the provisions of Section 203 of the Companies Act 2013 which came intoeffect from April 1 2014 the appointments of Mr. Koushik Brahma Chief Financial Officerand Ms. Rashmi Singhal Company Secretary as Key Managerial Personnel of the Company wereformalized. Further Mr. Akash Kumar will be appointed as Managing Director of the Companysubject to the approval of Members.
The above appointment/re-appointment forming a part of the Notice of the Annual GeneralMeeting and Profiles of the Directors as required under Clause 52(IV)(G)(i) of the SMEListing Agreement with the Stock Exchange are given in the Annexure to the Notice.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
a) In the preparation of the annual accounts for the year ended March 31 2015 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;
b) The Directors have 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 or theprofit of the Company at the end of the year under review.
c) The Directors have 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 have 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 operatingeffectively.
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.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declarations from each independent director underSection 149(7) of the Companies Act 2013 that he or she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Clause 52 of theSME Listing Agreement.
PARTICULARS OF EMPLOYEES
A) Details of the ratio of the remuneration of each Director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:
|1 Sharad Jhunjhunwala (Managing Director) Resigned with effect from 27/03/201 5) ||180000 ||NIL ||2.07 ||EPS for the Current FY is Re. 0.022 as compared to a loss of Re. 0.027 in FY 2013-14 |
|2 Kousik Brahma CFO ||144000 ||NIL ||1.65 ||EPS for the Current FY is Re. 0.022 as compared to a loss of Re. 0.027 in FY 2013-14 |
|3 CS Rashmi Singhal Company Secretary & Compliance Officer ||301057 ||NIL ||3.46 ||EPS for the Current FY is Re. 0.022 as compared to a loss of Re. 0.027 in FY 2013-14 |
Note:There has been no payment towards sitting fees to any Director for attendingBoard and Committee meetings.
i) Median remuneration of employees of the Company during the financial year 2014-2015was Rs. 87000 /-.
ii) Median remuneration of employees of the Company during the financial year 2013-2014was Rs. 78000/-. In the financial year there was a increase of 11.54% in the medianremuneration of employees. The said increase is very much in line with performance of thecompany.
iii) There were 8 Confirmed employees on the rolls of the Company as on March 31 2015.
iv) Relationship between average increase in remuneration and company performance-Average Remuneration increased during the year 2014-2015 by 14% whereas the company's PATincrease by 181.65%.
v) a) Variation in the market capitalization of the company: The market capitalizationas on 31st March 2015 was Rs. 172.40 Lakhs (Rs. 646.52 Lakhs as on 31st March 2014)
b) Price Earning Ratio of the Company was 327.27 as at 31st March 2015 and (there was aloss in FY as at 31st March 2014.
c) Percentage increase over decrease in the market quotations of the shares of thecompany in comparison to the rate at which the company came out with the last publicoffer: The Company had come out with initial public offer (IPO) in 2013. The closing priceof the Company's equity shares on the BSE as of March 31 2015 was Rs 7.20 and 28% (BSE)decrease over the IPO price adjusted for stock splits and bonus to date. An amount of Rs.100000 invested in the said IPO would be worth 72000 as on March 31 2015 (Ref: BSEClosing Price as on March 31 2015).
vi) Average percentile increase already made in the salaries of employees other thanthe managerial personnel in the last financial year i.e. 2014-15 was 14% whereas theincrease in the managerial remuneration for the same financial year was Nil.
vii) The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee as per the Remuneration Policy for Directors KeyManagerial Personnel and other employees.
viii) The ratio of the remuneration of the highest paid director to that of theemployees who are not directors but receive remuneration in excess of the highest paiddirector during the year was 0.59.
ix) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other employees.
B) Details of every employee of the Company as required pursuant to rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:
During the year under consideration none of the employees of the company was inreceipt of remuneration in excess of limits prescribed under clause 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Hence particulars asrequired under 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have not been provided.
MEETINGS OF THE BOARD
Eight meetings of the Board of Directors were held during the year. For furtherdetails please refer Report on Corporate Governance.
The Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Committees. The manner inwhich the evaluation has been carried out has been explained in the Corporate GovernanceReport.
NOMINATION AND REMUNERATION POLICY
The Board of the Directors has framed the policy which lays down a framework inrelation to Remuneration of Directors Key Managerial Personnel and Senior Management ofthe Company. This policy also lays down criteria for selection and appointment of BoardMembers. The Nomination and Remuneration Policy is annexed at the end of the CorporateGovernance Report as "Annexure-4"
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Since the CSR norms are not applicable to the Company hence the disclosures as perRule 9 of Companies (Corporate Social Responsibility Policy) Rules 2014 is not requiredto be made.
INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope of work includes review of process forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control in all areas.
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT
The auditor's report and secretarial auditor's report does not contain anyqualifications reservations or adverse remarks.
M/s. D. K. Chhajer & Co. Chartered Accountants who are appointed as the StatutoryAuditors of the Company retire at the conclusion of the ensuing Annual General Meeting.In terms of the Companies Act 2013 ("the new Act") and the Rules framedthereunder it is proposed to appoint them as Statutory Auditors of the Company to holdoffice from the conclusion of the ensuing Annual General Meeting until the conclusion ofthe fifth consecutive AGM of the Company to be held in the year 2020 (subject toratification of their appointment by the Members at every Annual General Meeting heldafter the ensuing Annual General Meeting).
As required under the provisions of section 139(1) of the new Act the Company hasreceived a written consent from M/s. D. K. Chhajer & Co. Chartered Accountants totheir appointment and a Certificate to the effect that their re-appointment if madewould be in accordance with the new Act and the Rules framed thereunder and that theysatisfy the criteria provided in section 141 of the new Act.
The Members are requested to elect Auditors as aforesaid and fix their remuneration.
Pursuant to provisions of Section 204 of the Companies Act 2013 the Company hasappointed M/s. Chandanbala Jain & Associates Practicing Company Secretaries (CP No.6400) to undertake the Secretarial Audit of the Company. The Secretarial Audit report forthe Financial Year ended March 31 2015 is annexed herewith as "Annexure 1"and forms an integral part of this Report.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as on March 31 2015 in the prescribed Form No. MGT-9pursuant to Section 92(3) of the Companies Act 2013 and Rule 12 (1) of the Companies(Management and Administration) Rules 2014 duly certified by the Practicing CompanySecretary is annexed hereto as "Annexure 2" and forms part of thisreport.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
During the year the Company had not entered into any contract or arrangement withrelated parties which could be considered 'material' or which may have potential conflictwith interest of the company at large.
However a NIL statement is annexed herewith as "Annexure 3" in theprescribed form AOC-2. None of the Directors has any pecuniary relationships ortransactions vis--vis the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the period under review there were no significant and material orders passed bythe regulators/ courts or tribunals that would impact going concern status of the Companyand its future operations.
DETAILS OF SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES
As on 31st March 2015 the Company had no subsidiary/ Joint Ventures /AssociateCompanies.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company neither owned or operates any manufacturing unit or facility nor hascarried out any transaction involving foreign exchange inflow or outflow there is noinformation which needs to be disclose in respect of Conservation of Energy TechnologyAbsorption and Foreign Exchange earnings and outgo as per Section 134 of the CompaniesAct 2013.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In compliance with provisions of section 177(9) & (10) of the Companies Act 2013the Company has established a Vigil Mechanism/Whistle Blower Policy through whichDirectors employees and business associates may report unethical behavior malpracticeswrongful conduct fraud violation of Company's code of conduct without fear of reprisal.The Vigil Mechanism/Whistle Blower Policy has been uploaded on the website of the Companyat www.newever.in.
As required by the SME Listing Agreement with the Stock Exchange reports on CorporateGovernance and Management Discussion & Analysis Report as approved by the Boardtogether with a certificate from a Practicing Company Secretary are set out in theannexure forming a part of this report.
The Equity Shares of the Company are listed with The BSE Limited (SME Platform) P. J.Towers Dalal Street Mumbai 400 001 under scrip code 536644 and the Companyhas paid listing fees to the said stock exchange for the year 2015-2016.
Your directors wish to convey their appreciation to all customers promoters lenderstrading partners suppliers and the Government Authorities for their invaluable supportand look forward to continued support in future. Your Director wish to place on recordtheir appreciation to employees at all levels for their hard work dedication andcommitment which has enables the company to march ahead.
|For and on behalf of the Board || |
|AKASH KUMAR ||VIKRANT KAYAN |
|Managing Director ||Director |
|DIN : 06550023 ||DIN : 00761044 |
|Date: 04.09.2015 || |
|Place: Kolkata || |