Ozone World Limited
Your Directors have pleasure in submitting herewith the 30th Annual Report of theCompany with the audited statements of accounts for the year ended 31st March 2019.
1. Financial Summary or Highlights
(Amount in Rupees)
|Particulars ||2018 2019 ||2017 2018 |
|Total Income ||13112864 ||5525782 |
|Less : Expenses ||8595326 ||1726084 |
|Net Profit before Finance Cost Depreciation & Tax ||4517538 ||3799698 |
|Less: Finance Costs ||235 ||0 |
|Depreciation & Amortization Expenses ||0 ||181 |
|Net Profit before Tax ||4517303 ||3799517 |
|Less: Tax Expenses ||1016514 ||2283716 |
|Profit available for Appropriation ||3500789 ||1515801 |
2. Operation / State of the Company's Affairs
The Company is engaged in the business of trading of commodities / goods and in realestate business. The Company at appropriate time would decide to directly engage in thebusiness of real estate and infrastructure.
The revenue from operations of the Company was Rs. 12205963/- compared to Rs.5515142/- of previous financial year. The net profit after tax was Rs. 3500789/-during the financial year 2018-2019 compared to profit of Rs. 1515801/- of previousfinancial year.
3. Change in the nature of business If Any
There is no change in the nature of business of the Company during the financial yearended on 31st March 2019.
4. Transfer to Reserves & Dividend
The Board of Directors do not propose to carry any amount to any reserves. Further inview of inadequate profit your Directors do not recommend any dividend for the year endedon 31st March 2019.
5. Material changes and commitments after the end of Financial Year
Between the end of the financial year of the Company as on 31st March 2019 and the dateof the Board's report there are no material changes and commitments which have anyeffect on the financial position of the Company.
6. Extract of the Annual Return
The extract of the Annual Return in Form No. MGT-9 as prescribed under section 92(3) ofthe Companies Act 2013 read with Rule 12(1) of the Companies (Management andAdministration) Rules 2014 is attached herewith as "Annexure A"and the same is also available on the website of the Company at www.ozoneworld.in
7. Listing on Stock Exchanges
The equity shares of the Company are listed on BSE Limited. The SEBI vide order dated2nd April 2018 allowed the exit of Ahmedabad Stock Exchange Limited as a stock exchangeand consequently the Company ceased to be listed on Ahmedabad Stock Exchange Limited.
8. Number of Meetings of the Board
During the financial year 5 (five) meetings of the Board of Directors of the Companywere held on 29th May 2018 2nd July 2018 13th August 2018 5th November 2018 and 12thFebruary 2019. The intervening gap between the meetings was within the period prescribedunder the Companies Act 2013.
Number of Meetings attended by each Director during financial year 2018-2019:
|Name of Director ||No. of Meeting held during the year ||No. of Meetings attended |
|Mr. Jayeshkumar Patel ||5 ||5 |
|Mrs. Rinaben Deepak Patel ||5 ||5 |
|Mr. Dilipkumar Patel ||5 ||5 |
|Mr. Suresh Patel ||5 ||5 |
Pursuant to the provisions of the Companies Act 2013 and the Rules framed thereunderand the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations")(to the extent applicable) the Company has constitutedthe following Committees:
(A) Audit Committee
The terms of reference in the nature of role power and review of information by theAudit Committee are in compliance with the provisions of Regulation 18 of the ListingRegulations and Section 177 of the Companies Act 2013.
The Audit Committee comprises of three members i.e. Mr. Dilipkumar Patel Independent& Non-Executive Director is the Chairman and Mr. Suresh Patel Independent &Non-Executive Director and Mr. Jayeshkumar Patel Managing Director are members of theAudit Committee.
During the financial year 2018-2019 four meetings of the Audit Committee were held on29th May 2018 13th August 2018 5th November 2018 and 12th February 2019. All the membersof the Audit Committee were present in all the four meetings.
(B) Stakeholders Relationship Committee
The Stakeholders Relationship Committee is in compliance with Regulation 20 of theListing Regulations and Section 178 of the Companies Act 2013.
The Stakeholders Relationship Committee comprises of three members i.e. Mr. SureshPatel Independent & Non-Executive Director is the Chairman and Mr. Dilipkumar PatelIndependent & Non-Executive Director and Mr. Jayeshkumar Patel Managing Director aremembers of the Stakeholders Relationship Committee. The Committee looks into the redressalof investor's complaints like delay in transfer of shares non-receipt of annual reportsetc.
During the financial year 2018-2019 the Company has not received any complaints fromthe shareholders.
During the financial year 2018-2019 four meetings of the Stakeholders RelationshipCommittee were held on 29th May 2018 13th August 2018 5th November 2018 and 12thFebruary 2019. All the members of the Stakeholders Relationship Committee were present inall the four meetings.
(C) Nomination and Remuneration Committee
The Nomination and Remuneration Committee is in compliance with Regulation 19 of theListing Regulations and Section 178 of the Companies Act 2013.
The Nomination and Remuneration Committee comprises of three members i.e. Mr.Dilipkumar Patel Independent & Non-Executive Director is the Chairman and Mr. SureshPatel Independent & Non-Executive Director and Mrs. Rinaben Deepak PatelNon-Executive Director are members of the Nomination and Remuneration Committee.
During the financial year 2018-2019 one meeting of the Nomination and RemunerationCommittee was held on 5th November 2018. All the members of the Nomination andRemuneration Committee were present in the said meeting.
10. Directors' Responsibility Statement
In accordance with the provisions of section 134(5) of the Companies Act 2013 theBoard of Directors of the Company hereby confirms that
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along-with proper explanation relating to material departures if any;
(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 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 the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) The Directors had prepared the annual accounts on a going concern basis;
(e) The Directors had laid down internal financial control to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(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.
11. Auditors & Auditors Report
M/s Ashok Thakkar & Co. Chartered Accountants Ahmedabad (Firm Registration No.112754W) was appointed as Auditors at the 28th Annual General Meeting for a term of fiveyears from the conclusion of the 28th Annual General Meeting till the conclusion of the33rd Annual General Meeting. As per the notification of the Ministry of Corporate Affairs("MCA") dated 7th May 2018 Section 139 of the Companies Act 2013 was amendedby the Companies (Amendment) Act 2017 and as per the amendment of Companies (Audit andAuditors) Second Amendment Rules 2018 the requirement of annual ratification ofappointment of the Statutory Auditors has been omitted. Accordingly the resolutionpertaining to ratification of the appointment of M/s. Ashok Thakkar & Co. CharteredAccountants Ahmedabad is not required to be placed before the members at the 30th AnnualGeneral Meeting.
There are no qualifications or reservation or adverse remark or disclaimer in theAuditors Report for the year 2018-2019 and hence does not require any furtherclarification / comments.
12. Particulars of loans guarantees or investments under section 186 of the CompaniesAct 2013
Particulars of investments made and loans given covered under the section 186 of theCompanies Act 2013 has been provided in Note No. 1.05 of the notes to the financialstatement which form part of this Annual Report. The company has not given any guaranteeduring the financial year.
13. Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 of the Companies Act 2013
The Company has pursuant to the approval of Audit Committee the Board of Directors andshareholders of the Company entered into related party transactions. The saidtransactions entered by the company with Related Parties were at arm's length basis.
The detail of contracts or arrangements with related parties for the financial yearended on 31st March 2019 is given in Note No. 5 of the financial statements of theCompany.
14. Directors and Key Managerial Personnel
i. Appointment & Cessation of Director
During the financial year none of the Directors were appointed or ceased to be theDirector of the Company.
ii. Retirement by Rotation
In accordance with the provisions of section 152(6) of the Companies Act 2013 and interms of the Articles of Association of the Company Mrs. Rinaben Deepak Patel (DIN00074140) will retire by rotation at the ensuing Annual General Meeting and beingeligible offer herself for reappointment. The Board recommends her reappointment.
iii. Key Managerial Personnel
As on 31st March 2019 Mr. Jayeshkumar Patel (DIN 00907323) Managing Director Mr.Nilesh R. Joshi Chief Financial Officer and Ms. Deepnaben Vaghela Company Secretary& Compliance Officer of the Company are Key Managerial Personnel as per the provisionsof Section 203 of the Companies Act 2013.
iv. Profile of Directors seeking appointment / re-appointment
As required under the provision of listing regulations and secretarial standard-2 theprofile of directors seeking appointment / re-appointment at the ensuing Annual GeneralMeeting is annexed to the notice convening 30th Annual General Meeting.
v. Independent Directors
The Independent Directors have submitted their declarations of independence asrequired pursuant to the provisions of section 149(7) of the Companies Act 2013 statingthat they meet the criteria of independence as provided in section 149(6) of the Act.
The meeting of the Independent Directors as per Schedule IV of the Companies Act 2013was held on 5th November 2018. Both the independent directors were present at the saidmeeting.
vi. Annual Evaluation of Board's Performance
In terms of the provisions of Section 134(3)(p) the Companies Act 2013 read with Rule8(4) of the Companies (Accounts) Rules 2014 the Board of Directors has carried out theannual performance evaluation of itself the Directors individually as well as theevaluation of its committees.
The Board has evaluated the composition of the Board its committees experience andexpertise performance of duties and obligations governance issues etc. Performance ofindividual Directors and Chairman was also carried out in terms of adherence to code ofconduct participation in board meetings implementing corporate governance practices etc.The Directors expressed their satisfaction with the evaluation process.
vii. Nomination and Remuneration Policy
The Board of Directors of the Company has on recommendation of the Nomination andRemuneration Committee framed and adopted a policy for selection and appointment ofDirectors and Key Managerial Personnel and their remuneration. The terms of reference andother matters related to Nomination and Remuneration Policy are as per the provisions ofSection 178 of the Companies Act 2013.
15. Secretarial Audit Report
Pursuant to the provisions of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s Ashwin J. Patel & Associates Practicing Company Secretaryto undertake the secretarial audit for the financial year ended on 31st March 2019. TheSecretarial Audit Report is attached herewith as "Annexure B".
With regard to the vacancy of company secretary during the period from 15th September2017 to 1st July 2019 the Company has appointed the Company Secretary with effect from2nd July 2018. Other than this there are no qualifications or reservation or adverseremark or disclaimer in the Secretarial Auditors Report for the year 2018-2019 and hencedoes not require any further clarification / comments.
16. Fixed Deposit
During the financial year 2018-19 the Company has not accepted any deposit within themeaning of section 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.
17. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:
In view of the nature of the business activities of the Company related to trading ofcommodities and real estate the information required under the provisions of section134(3)(m) of the Companies Act 2013 read with Rule 8(3) the Companies (Accounts) Rules2014 with respect to conservation of energy and technology absorptions is not applicable.There was no foreign exchange earning and outgo during the financial year.
18. Risk Management
The Board of Directors of the Company has adopted a Risk Management Policy to identifythe key risk and develop action plans to mitigate those risks to assess the risks onperiodical basis including effective control and management reporting system etc.
In the opinion of the Board as on date there are no elements of risk which maythreaten the existence of the Company.
19. Whistle Blower Policy / Vigil Mechanism
The Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated Whistle Blower Policy/VigilMechanism policy in compliance with the provision of Section 177(10) of the Companies Act2013. The policy provides for a framework and process whereby concerns can be raised byits employees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them.
20. Significant and Material Orders passed by Regulators
There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operation in future.
21. Adequacy of Internal Financial Controls
The Company has put in place adequate internal financial controls with reference to thefinancial statements. During the financial year such internal financial controls wereoperating effectively and it is commensurate with the size of the Company and the natureof business of the Company.
22. Particulars of Employees
The information required pursuant to section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of the employees are given in "Annexure- C".
23. Corporate Governance
Pursuant to Regulation 15 of the Listing Regulations the compliance with the corporategovernance provisions is not applicable to companies having paid up equity share capitalnot exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore as on the last day ofthe previous financial year.
As the paid up share capital and net worth of the Company is below the threshold limitas mentioned above the Report on Corporate Governance as on 31st March 2019 is notapplicable to the Company.
24. Management Discussion And Analysis Report
Pursuant to the Listing Regulations the Management Discussion and Analysis Reportforms part of this Annual Report.
25. Reclassification of Promoters
In view of the certain prescribed conditions for reclassification as intimated by BSELimited the proposal for reclassification received from some of the existing promotes Mr.Jayeshkumar Kantilal Patel Mr. Pranay Kantilal Patel and Mr. Deepak Manilal Patelpursuant to Regulation 31A of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 for re-classification of their shareholding from Promoter &Promoter Group category' to Public category' as approved in the Board Meeting dated5th March 2018 and the approval of Extraordinary General Meeting held on 30th March 2018could not be implemented and they continue to be classified in the Promoter & PromoterGroup category.
26. Other Disclosures
(a) The provisions related to Corporate Social Responsibility as per Section 135 of theCompanies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014 is not applicable to the Company.
(b) The Company does not have any subsidiary joint venture or associate company duringthe financial year and no company have become or ceased to be subsidiary joint venture orassociate company during the financial year.
(c) The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.
(d) The Company has not issued sweat equity shares to its directors or employees.
(e) The Company does not have any Employees Stock Option Scheme for itsEmployees/Directors.
(f) The Auditors has not reported any frauds under sub-section (12) of Section 143 ofthe Companies Act 2013.
(g) Maintenance of cost records as specified by the Central Government undersub-section (1) of section 148 of the Companies Act 2013 is not applicable to theCompany.
(h) The Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and during the financial year theCompany has not received any complaints under the said Act.
The Board wishes to express its deep appreciation to all the staff members banksshareholders suppliers customers auditors and government authorities for their supportand co-operation.
| ||For and On Behalf of Board of Directors |
|Place : Ahmedabad ||Jayeshkumar Patel |
|Date : 13th August 2019 ||Chairman & Managing Director |
| ||(DIN 00907323) |