M/S. ONTIC FINSERVE LIMITED
FORMERLY KNOWN AS 'MARAL FINANCE LIMITED'
Your Directors have pleasure in presenting the Board's Report of your Company togetherwith the Audited Statement of Accounts and the Auditors' Report of your company for thefinancial year ended 31st March 2019.
| || ||(Rs. In Lacs) |
|Particulars || |
|Particulars ||2018-2019 ||2017-2018 |
|Gross Income ||95.89 ||392.03 |
|Profit Before Interest and Depreciation ||07.14 ||05.36 |
|Finance Charges ||0.00 ||00.00 |
|Gross Profit ||07.14 ||05.36 |
|Provision for Depreciation ||0.00 ||00.00 |
|Net Profit Before Tax ||07.14 ||05.36 |
|Provision for Tax ||01.94 ||01.66 |
|Net Profit After Tax ||5.20 ||3.70 |
However with the view to conserve the resources of company the directors are notrecommending any dividend.
AMOUNTS TRANSFERRED TO RESERVES
The Board of the company has decided to carry current year profit to its reserves.
ime. RMATION ABOUT SUBSIDIARY/ TV/ ASSOCIATE COMPANY
Company does not have any Subsidiary Joint venture or Associate Company.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
MATERIAL CHANGES AND COMMITMENTS
The main object of the company has been altered with the approval of shareholders inAGM conducted on 18th August 2018. From existing to this:
To carry on business of commodity trading by way of (including commodity derivatives)broking trading and hedging and to act as brokers and traders in all commodities andcommodity derivatives and to act as market makers finance brokers underwriterssub-underwriters providers of service for commodity related activities buy sell takehold deal in convert modify add value transfer or otherwise dispose of commodities andcommodity derivatives and to carry on the business of commodity warehousing processingand consumption."
EXTRACT OF ANNUAL RETURN
The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information.
MEETINGS OF THE BOARD OF DIRECTORS
During the Financial Year 2018-19 the Company held 9 (Nine) board meetings of theBoard of Directors as per Section 173 of Companies Act 2013 which is summarized below.The provisions of Companies Act 2013 and SEBI (LODR) Regulations 2015 were adhered towhile considering the time gap between two meetings.
|S No. ||Date of Meeting ||Board Strength ||No. of Directors Present |
|1 ||02/04/2018 ||4 ||4 |
|2 ||11/04/2018 ||4 ||4 |
|3 ||28/05/2018 ||4 ||4 |
|4 ||19/07/2018 ||4 ||4 |
|5 ||08/08/2018 ||4 ||4 |
|6 ||29/09/2018 ||4 ||4 |
|7 ||14/11/2018 ||4 ||4 |
|8 ||31/01/2019 ||4 ||4 |
|9 ||31/03/2019 ||4 ||4 |
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms 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 in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(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.
AUDITORS and REPORT
M/s Gaurang Vora & Associates Chartered Accountants are appointed as the statutoryauditors of the company.
There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation.
Further the Auditors' Report for the financial year ended 31st March 2019 is annexedherewith for your kind perusal and information.
LOANS GUARANTEES AND INVESTMENTS
There were loans but no guarantees or investments made by the Company under Section 186of the Companies Act 2013 during the year.
RELATED PARTY TRANSACTIONS
The Company has entered into various Related Parties Transactions as defined underSection 188 of the Companies Act 2013 with related parties as defined under Section 2(76) of the said Act..
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
(A) Conservation of energy and Technology absorption
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review.
(B) Foreign exchange earnings and Outgo
There were no foreign exchange earnings and outgo during the year under review. RISKMANAGEMENT
The Company does not have any Risk Management Policy as the element of risk threateningthe Company's existence is very minimal.
DIRECTORS AND KMP
There were change in the composition of board of directors and KMP which are asfollows:
|SR. NO ||NAME ||DESIGNATION ||DATE OF APPOINTMENT ||DATE OF CESSATION ||MODE OF CESSATION |
|1. ||BHAVESHKUMAR VAKTAWARMAL JAIN ||DIRECTOR ||02/04/2018 || || |
|2. ||DEVANG RAJNIKANT SHAH ||DIRECTOR ||- ||02/04/2018 ||REISGNATION |
|3. ||RAIYANI BHUPENDRAKUMAR DHANJIBHAI ||DIRECTOR ||11/04/2018 || || |
|4. ||BHAVNA SHAH ||DIRECTOR ||- ||11/04/2018 ||RESIGNATION |
The company has not accepted any deposits during the year.
CORPORATE SOCIAL RESPONSIBILITY
The company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to constitute Corporate Social Responsibility Committee.
RATIO OF REMUNERATION TO EACH DIRECTOR
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies(Particulars of Employees) Rules 1975 in respect of employees of the Company andDirectors However the Company has not paid any remuneration to the Directors.
Pursuant to the provisions of the Companies Act 2013 the Board has carried out anannual performance evaluation of its own performance the directors individually as wellas the evaluation of the working of its Audit Nomination & Remuneration andCompliance Committees.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.
The company does not fall into the criteria for corporate governance. Hence the reporton Corporate Governance is not applicable to company.
INDEPENDENT DIRECTORS and DECLARATION
The Board of Directors of the Company hereby confirms that all the Independentdirectors duly appointed by the Company have given the declaration and they meet thecriteria of independence as provided under section 149(6) of the Companies Act 2013.
NOMINATION AND REMUNERATION COMMITTEE
As per the section 178(1) of the Companies Act 2013 the Company's Nomination andRemuneration Committee comprises of three Non-executive Directors. The table sets out thecomposition of the Committee:
|Name of the Director ||Position held in the Committee ||Category of the Director |
|Mr. Bhavesh Jain* ||Chairman ||Non-Executive Director |
|Mrs. Anjanaben Makwana ||Member ||Non-Executive Independent Director |
|Mr. Bhupendrakumar Raiyani* ||Member ||Non-Executive Independent Director |
Ms Bhavna Shah and Mr Devang R Shah ceased to be Chairman and member of the committeedue to resignation by them on 11-04-2018 and 02-04-2018 and Mr. Bhavesh Jain and Mr.Bhupendrakumar Raiyani were appointed as the Chairman and member.
Terms of Reference
The Terms of Reference of the Nomination and Remuneration Committee are as under:
1. To identify persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down recommend to the Boardtheir appointment and removal and shall carry out evaluation of every Director'sperformance.
2. To formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the Board a policy relating to theremuneration for the Directors Key Managerial Personnel and other employees.
3. The Nomination and Remuneration Committee shall while formulating the policy ensurethat:
a. the level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;
b. relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
c. remuneration to Directors Key Managerial Personnel and senior management involves abalance between fixed and incentive pay reflecting short and longterm performanceobjectives appropriate to the working of the company and its goals:
4. Regularly review the Human Resource function of the Company
5. Discharge such other function(s) or exercise such power(s) as may be delegated tothe Committee by the Board from time to time.
6. Make reports to the Board as appropriate.
7. Review and reassess the adequacy of this charter periodically and recommend anyproposed changes to the Board for approval from time to time.
8. Any other work and policy related and incidental to the objectives of the committeeas per provisions of the Act and rules made there under.
Remuneration to Executive Directors:
The remuneration paid to Executive Directors is recommended by the Nomination andRemuneration Committee and approved by Board in Board meeting subject to the subsequentapproval of the shareholders at the General Meeting and such other authorities as may berequired. The remuneration is decided after considering various factors such asqualification experience performance responsibilities shouldered industry standards aswell as financial position of the Company. However no remuneration is paid to ExecutiveDirectors
Remuneration to Non Executive Directors:
The Non Executive Directors are not paid remuneration by way of Sitting Fees andCommission. The Non Executive Directors are not paid sitting fees for each meeting of theBoard and Committee of Directors attended by them.
According to Section 177 of the Companies Act 2013 the company's Audit Committeecomprised of three directors. The board has accepted the recommendations of the AuditCommittee. The table sets out the composition of the Committee:
|Name of the Director ||Position held in the Committee ||Category of the Director |
|Mrs. Anjanaben Makwana ||Chairman ||Non Executive Independent Director |
|Mr. Bhupendrakumar Raiyani* ||Member ||Non Executive Independent Director |
|Mr. Lalitkumar Shah ||Member ||Executive Director |
Ms Bhavna Shah ceased to be member of the committee due to her resignation on 11-042018and Mr Bhupendrakumar Raiyani was appointed as the member.
SECRETARIAL AUDIT REPORT
There is one qualifications or adverse remarks in the Secretarial Audit Report whichrequire any clarification/ explanation.
The company is in process of appointment of Managing Director.
Further the Secretarial Audit Report as provided by Mr. Ajit Santoki PracticingCompany Secretary for the financial year ended 31st March 2019.
Cost Audit is not applicable to the Company.
As per Section 177(9) and (10) of the Companies Act 2013 and as per SEBI (LODR)Regulations 2015 the company has established Vigil Mechanism for directors and employeesto report genuine concerns and made provisions for direct access to the chairperson of theAudit Committee. Company has formulated the present policy for establishing the vigilmechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders Directorsand employees to freely communicate and address to the Company their genuine concerns inrelation to any illegal or unethical practice being carried out in the Company.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REPRESSED ACT 2013:
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (Permanent contractualtemporary trainees) are covered under this policy.
DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
Your company has established adequate internal financial control systems to ensurereliable financial reporting and compliance with laws and regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The management discussion and analysis report as required has been attached and formspart of this report.
Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.
FOR & ON BEHALF OF THE BOARD OF DIRECTORS
|Date: 27.08.2019 || || |
|Place: Ahmedabad || || |
| ||Sd/- ||Sd/- |
| ||(ANJANABEN MAKWANA) ||(HITESHBHAI MISTRI) |
| ||DIN:00386341 ||DIN:07936940 |