Your Directors have pleasure in presenting their 24th Annual Report on theBusiness and Operations and the accounts for the Financial Year ended 31stMarch 2019 of the Company.
1. FINANCIAL RESULTS
The Company's financial performance for the year under review along with previous yearfigures is given hereunder:
| ||(Fig in Rs) ||(Fig in Rs) |
|Particulars ||For the year ended on 31.03.2019 ||For the year ended on 31.03.2018 |
|Revenue from Operations ||16928087.00 ||73463266 .00 |
|Other Income ||57299.00 ||406017.00 |
|Finance Charges ||650.00 ||436841.00 |
|Provision for Depreciation ||6311 ||6312.00 |
|Profit Before Tax ||(380454) ||550483.00 |
|Less: Current Tax ||- ||142100.00 |
|Deferred Tax ||968 ||465.00 |
|Profit After Tax ||(379486) ||408849.00 |
|Proposed Dividend on Equity Shares ||0.00 ||0.00 |
|Tax on proposed Dividend ||0.00 ||0.00 |
|Transfer to Reserves ||0 ||0 |
|Surplus carried to Balance Sheet ||(379486) ||408849.00 |
2. RESULTS OF OPERATIONS AND THE STATE OF COMPANY'S AFFAIRS
The highlights of the Company's performance are as under:
Revenue from operations decreased from Rs.73463266/- to Rs.16928087/-
Sales also increased by approx from Rs.73463266/- to Rs.16928087/-.
3. PROPOSED TRANSFER TO GENERAL RESERVES
As per section 134(3) (j) of Companies Act 2013 No amount has transferred to theGeneral Reserve.
In order to conserve the resources of the Company the director's have decided not todeclare any Dividend for the financial year 2018-19.
5. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
There were no such material changes occurred affecting the financial position of thecompany between the end of the financial year 31.03.2019 to which the financial statementsrelate and the date of the report.
6. 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 is none of the above-mentioned order(s) which impacts the going concern statusand company's operations in future.
7. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY FORTHE COMPANY
The Company has adopted measures concerning the development and implementation of aRisk Management Policy after identifying the following elements of risks which in theopinion of the Board may threaten the very existence of the Company itself are asfollows:-
a. High competition from East European countries and other Asian countries.
b. International price fluctuation.
c. Lack of warehousing support from the government.
8. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with
Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished in Annexure"A" and is attached to this report.
9. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
10. EXTRACT OF ANNUAL RETURN
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in Annexure"B" as Form MGT-9 and is attached to this Report.
11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The particulars of Contracts or Arrangements made with related parties pursuant toSection 188 of Companies act 2013 is furnished in Annexure "C" as Form AOC-2and is attached to this report.
12. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submits its Responsibility Statement 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 profit and 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; 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 provisionsof all applicable laws and that such systems were adequate and operating effectively.
13. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
The Company has neither accepted nor renewed any deposits during the year under reviewno amount of principal or interest was outstanding as on the date of balance sheet.
15. BOARD MEETINGS BOARD OF DIRECTORS KEY MANAGERIAL PERSONNEL & COMMITTEES OFDIRECTORS
a) Board Meetings
The Board of Directors of the Company met 8 (Eight) times during the financial year201819. The Details of above-mentioned Board Meetings are provided in Corporate GovernanceReport annexed herewith.
b) Changes in Directors And Key Managerial Personnel
1. Ms Ekta Agarwal resigns from the post of Company secretary cum Compliance officer ofthe Company w.e.f 15.07.2018
2. Ms. Shagun Diwan appointed as Company secretary cum Compliance officer of theCompany w.e.f 23.07.2018.
c) Independent Directors
The Company has received declarations from all the Independent Directors of the Companyunder Section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence as laid down under Section 149(6) of the above Act.
d) Details of Ratio of Remuneration to Directors
The information relating to remuneration of directors as required under Section 197(12)of the Act -NIL
e) Board Committees
The Board has constituted 3 committees which are as follows:-
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders' Relationship Committee
f) Board Evaluation
As required under the provisions of Section 134(3) (p) the Board has carried out anannual performance evaluation of its own performance and the manner in which suchperformance evaluation was carried out is as under:
The performance evaluation framework is in place and has been circulated to all thedirectors to seek their response on the evaluation of the entire Board and independentdirectors. The Nomination and Remuneration Committee shall carry out evaluation ofDirector's performance.
The criteria of evaluation is exercise of responsibilities in a bona fide manner in theinterest of the Company striving to attend meetings of the Board of Directors/ Committeesof which he/she is a member/ general meetings participation constructively and activelyin the meetings of the Board /Committees of the Board etc.
g) Vigil Mechanism
The Company promotes ethical behavior in all its business activities and has put inplace a mechanism for reporting illegal or unethical behavior. The Company has a Vigilmechanism and Whistle blower policy under which the employees are free to reportviolations of applicable laws and regulations and the Code of Conduct. The reportablematters may be disclosed to the Ethics and Compliance Task Force which operates under thesupervision of the Audit Committee. Employees may also report to the Chairman of the AuditCommittee. During the year under review no employee was denied to have access for thesame.
h) Related Party Transactions
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There were no othermaterial significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees or Investments made by the Company are provided in theFinancial Statements of the Company.
17. STATUTORY AUDITORS
M/S Koul Vijh & Associates Chartered Accountants appointed as Auditors of theCompany to hold office from the conclusion of this 22nd Annual General Meeting until theconclusion of 27th Annual General Meeting of the Company to be held in the calendar year2022.
18. REMARK BY SECRETRIAL AUDITOR
The secretarial Auditor Mr Ankit Gandhi of Ankit Gandhi and Associates given followingobservation in Audit report: -
-The Board of the Company during the year under Audit was not constituted in accordancewith regulation 17 (1) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. The Board of Directors of the Company comprised of 6 Directors viz. 1Managing Director 1 Whole-Time Director 2 Non-Executive Independent Directors and 2other Non-Executive Directors. No change in the composition of the Board of Directors thattook place during the period under review. Provisions applicable regarding IndependentDirector are not fully complied by company properly.
-Company not comply the proper provisions of section 123 of companies Act 2013 readwith The Companies (Declaration and payment of Dividend) rules 2014 and also otherapplicable related provisions regarding reporting and compliances.
-Company not comply properly with secretarial Standards with regard to Meeting of Boardof Directors (SS-1) and General Meetings (SS-2).
-Not complied properly with Companies (Indian Accounting Standards (IND AS) Rules 2015and its financial statement are not prepared properly as per IND AS (Indian AccountingStandard).
-Company not complied with provisions of appointment of Internal Auditor.
Reply by the board: -
The board has taken note of all observation raised by the secretarial Auditor Mr AnkitGandhi of Ankit Gandhi and Associates and has started the process to address and rectifyall the raised observations.
19. CLOSURE OF REGISTER OF MEMBERS AND SHARE TRANSFER BOOKS
The Register of Members and Share Transfer books of the company will be closed witheffect from 19th September 2019 to 25th September2019 (both daysinclusive).
20. CORPORATE GOVERNANCE
Your Company has been complying with the provisions of Corporate Governance asstipulated in Regulations 24 27 and other relevant provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. A separate as applicable reporton Corporate Governance along with Auditors' certificate on compliance of the CorporateGovernance norms as stipulated in Regulation 34(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Management Discussion & Analysis formingpart of this report are provided elsewhere in this Annual Report
21. Disclosure as required under Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal ) Act 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. The Internal Complaints Committee ("ICC") has been set up to redressthe complaints received regarding sexual harassment. All employees are covered under thispolicy.
The following is the summary of the complaints received and disposed off during thefinancial year 2018-19:
(a) No. of complaints received: NIL
(b) No. of complaints disposed: NIL
22. LISTING FEES
The Company confirms that it has paid the annual listing fees for the financial year2018-19
23. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The internal control and internal audit system are not commensurate with the size andnature of business with regard to purchase of inventory fixed assets and with regard tothe sale of goods. But regarding internal audit the company has no formal internal Auditsystem; however such checking is being carried out by the staff of the Company. Sincethis being a small company it is not economical to hire internal auditors for thecompany. Regarding internal control appropriate steps are being introduced by themanagement of the company.
Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Company's activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.
For NOVA PUBLICATIONS INDIA LIMITED
| ||SUNIL KUMAR CHOPRA ||RAJAN CHOPRA |
| ||MANAGING DIRECTOR ||WHOLE TIME DIRECTOR |
|Place: JALANDHAR ||(DIN:00092090) ||(DIN: 00092139) |
|Dated: 29.08.2019 || || |