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Powerful Technologies Ltd.

BSE: 535102 Sector: Consumer
NSE: POWERFUL ISIN Code: INE650Z01011
BSE 05:30 | 01 Jan Powerful Technologies Ltd
NSE 05:30 | 01 Jan Powerful Technologies Ltd

Powerful Technologies Ltd. (POWERFUL) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 4th Annual Report on the businessand operations of your Company along with the Audited Accounts for the financial yearended 31st March 2019.

1. FINANCIAL SUMMARY AND HIGHLIGHTES

The Financial Affairs of the Company are briefed herein below:

OPERATIONS AND ACTIVITIES

(Amount in Rs.)

PARTICULARS 2018-19 2017-18
Revenue from operations 584136949 623785184
Other Income 744774 2426557
Total 584881723 626211741
Total Expenses 573788893 562044343
Profit/(Loss) before exceptional and extraordinary items & tax 13784845 64167398
Depreciation/Amortizations & Interest
Less: Depreciation/Amortizations 2692015 1953410
Profit/(Loss) before exceptional and extraordinary items & tax 11092830 62213988
Less: Exceptional Items 0 0
Loss on sale of Shares/Scripts
Profit/(Loss) before tax 11092830 62213988
Tax Expense:
Current Tax 5638229 17215180
Deferred Tax -4394081 -26540
Profit/(Loss) for the year 9848682 45025348
Add: Balance brought forward
Profit/(Loss) for the period 9848682 45025348

2. DIVIDEND

During the financial year under review considering proposed expansion plans yourDirectors did not recommend any dividend.

3. RESERVE

No amount has been transferred to reserves during the period under review. The Profitearned during the year has been carried to the Balance Sheet under the head Surplus.

4. STATE OF COMPANY'S AFFAIRS

During the financial year under review the Company has earned a profit of Rs.9848682/- after tax as compared to Rs. 45025348/- during the previous financial yearwhich has been further capitalized and transferred to Balance Sheet.

5. PARTICULARS OF SUBSIDIARIES JOINT VENTURES AND ASSOCIATES

During the financial under review your Company does not have any subsidiary jointventures and Associate Company and also no Company become or ceased to be itssubsidiaries joint venture or Associate Company.

6. EXTRACT OF THE ANNUAL RETURN

As required under Section 92(3) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the Extract of the Annual Return inForm MGT-9 is enclosed herewith as Annexure A.

7. MEETINGS

During the period under review our directors met 11 times Audit Committee Meeting held3 times and Stakeholder Relationship Committee Meeting held 2 times.

Further in respect of the meetings conducted during the financial year 2018-19 propernotices were given and the proceedings were properly recorded and signed includingcircular resolutions passed in the Minutes Book maintained for the purpose.

Details of Board Meeting and attendance

S. No. Date of Board Meeting Number Directors entitled to attend meeting Number of Directors attended the meeting
1. 17th May 2018 5 4
2. 21st May 2018 5 4
3. 3rd May 2018 5 4
4. 28th May 2018 5 4
5. 1st June 2018 5 4
6. 26th June 2018 5 4
7. 16th July 2018 5 4
8. 14th August 2018 5 4
9. 24thAugust 2018 5 4
10. 14th November 2018 5 4
11. 28th February 2019 5 4

Details of Meeting of Audit Committee

S. No. Date of Board Meeting Number Directors entitled to attend meeting Number of Directors attended the meeting
1. 21st May 2018 3 3
2. 14th August 2018 3 3
3. 1st November 2018 3 3

Details of Meeting of Stakeholder Relationship Committee

S. No. Date of Board Meeting Number Directors entitled to attend meeting Number of Directors attended the meeting
1. 8th October 2018 3 3
2. 8th January 2018 3 3

8. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that:

(i) in the preparation of Annual Accounts for the year ended 31st March2019 the applicable accounting standards have been followed along with proper explanationrelating to the material departures;

(ii) appropriate accounting policies have been selected and applied consistently andthat the judgment and estimates are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and loss of the Company for the year under review;

(iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 andapplicable provisions if any of the Companies Act 1956 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities.

(iv) The accounts for the year ended 31st March 2019 have been prepared ona going concern basis.

(v) Proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such system was adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants and the reviews performed by management andthe relevant board committees including the audit committee the board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2018-19.

9. DECLARATION BY INDEPENDENT DIRECTOR

Pursuant to the provisions of Section 149(7) of the Companies Act 2013 the Companyhas received the necessary declaration from each Independent Director of the Company thathe meets the criteria of independence as laid out in Section 149(6) of the Companies Act2013.

10. AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Section 139 and 141 and other applicable provisions ofthe Companies Act 2013 of the Companies Act 2013 M/s RPMD & Associates CharteredAccountants who were re-appointed as Statutory Auditors of the Company from the conclusionof Fourth Annual General Meeting (AGM) till the conclusion of the Fifth Annual GeneralMeeting of the Company (subject to ratification by the Members at every Annual GeneralMeeting) at a remuneration that may be decided by the Board of Directors in consultationwith the Auditors.

11. SECRETARIAL AUDIT

Provisions of Section 204 of the Companies Act 2013 a certificate of SecretarialAuditor has been obtained.

12. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS UNDER SECTION 186

During the financial year under review your Company has not given Loans or made anyInvestments.

Guarantee:

Our Company has given a corporate guarantee to Dena Bank on behalf of one of the groupcompany M/s Pioneer Computronix Private Limited in which director of our company hold theposition of Director.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OFTHE COMPANIES ACT 2013

During the financial year under review the Company has entered into transactions withrelated parties as defined under Section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definition Details) Rules 2014 which were in the ordinarycourse of business and on arm's length basis and in accordance with the provisions of theCompanies Act 2013 and Rules issued thereunder.

Details of Contract or Arrangement with related parties are disclosed in Form AOC-2annexed to this Board's Report as Annexure-B

14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION

Pursuant to the provisions of Section 134(3)(l) of the Companies Act 2013 no materialchanges and commitments which could affect the Company's financial position have occurredbetween the end of financial year and the date of this report.

15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The information in accordance with the provisions of Section 134(3)(m) of the CompaniesAct 2013 is set out as under:-

Conservation of Energy:

Your company is a labor oriented manufacturing company and very less amount of energyis required in manufacturing process. Further our company has taken adequate steps toconserve the energy.

Technology Absorption:

During the financial year under review no technology absorption pursuant to Section134(3)(m) of the Companies Act 2013 has been done. However our company has purchasedmachines required for testing our raw material and finished goods.

Foreign Exchange Earning and Expenditure:

During the financial year under review Foreign Exchange Earning and Expenditureoccurred during the financial year under review are as follows:-

Foreign Exchange Earning : Rs. 327462/- Foreign Exchange Expenditure: Rs. 4210615/-

16. AUDIT COMMITTEE

Pursuant to the provisions of Section 177 of Companies Act 2013 a Committee of theBoard of Directors has been constituted and called as "Audit Committee" and allrecommendations made by the Audit Committee has been accepted by the Company.

Composition of Audit Committee
Nature of Director Status Nature of Directorship
1 Ankit Jain Chairman Non-Executive & Independent Director
2 Gaurav Dixit Member Non-Executive & Independent Director
3 Aditya Gupta Member Managing Director

Audit Committee formulated Related Party Policy Risk Management Policy and VigilMechanism and Whistle Blower Policy which were recommended to the Board and the same wasaccepted by the Board of Directors and the same are available on the website of thecompany.

17. NOMINATION AND REMUNERATION COMMITTEE

Pursuant to the provisions of Section 178 of Companies Act 2013 a Committee of theBoard of Directors has been constituted and called as "Nomination and RemunerationCommittee".

Composition of Nomination & Remuneration Committee
Nature of Director Status Nature of Directorship
1 Ankit Jain Chairman Non-Executive & Independent Director
2 Gaurav Dixit Member Non-Executive & Independent Director
3 Karuna Chhabra Member Non-Executive Director

Nomination and Remuneration Committee formulated Nomination and Remuneration policywhich was recommended to the Board and the same was accepted by the Board of Directors.

18. STAKEHOLDER RELATIONSHIP COMMITTEE

Since the company has resolved to get our securities listed on the stock exchange ourcompany in compliance of the provision of the Companies Act 2013 and regulation ofSecurities and Exchange Board of India (Listing Obligations And Disclosure Requirements)Regulations 2015 the board has formulated a Stakeholder Relationship Committee.

Composition of Stakeholders Relationship Committee
Nature of Director Status Nature of Directorship
1 Ankit Jain Chairman Non-Executive & Independent Director
2 Nitin Chhabra Member Executive Director
3 Karuna Chhabra Member Non-Executive Director

19. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

Pursuant to the provisions of the Companies Act 2013 the policy on nomination andremuneration of Directors Key Managerial Personnel (KMP) Senior Management and otheremployees of the Company had been formulated by the Nomination and Remuneration Committeeof the Company and was approved by the Board of Directors and the same is available on thewebsite of the Company.

20. RISK MANAGEMENT POLICY

The Company has adopted a risk management plan to identify evaluate business risks andopportunities as per provisions of the Companies Act 2013. The Board ensures transparencyacross the organization to minimize adverse impact on the business objectives. The Boardensures effective Risk Management and evaluates the risk management periodically. RiskManagement Policy is available on the website of the Company.

21. DIRECTORSAND KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 149 152 and schedule IV of the Companies Act2013 and any other applicable provisions if any of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014. No new appointmentswere made during the financial year.

22. SHARE CAPITAL

A) Authorized Capital:

During the financial year under review the authorised capital has been increased fromRs. 70000000 (Rupees Seven Crore only) consisting of 7000000 Equity Shares of facevalue of Rs. 10/- to Rs. 102000000 (Rupees Ten Crore Twenty Lakh only) consisting of10200000 Equity Shares of face value of Rs.10/- each pursuant to a resolution of theshareholders dated May 23 2018.

B) Issued Subscribed & Paid – up Capital:

During the financial year under review your Company raised its capital followingtimes:

1. Issue of 2656000 Equity Shares of Rs. 10 each on a premium of Rs.41/- per equityshare on 9th August 2018.

2. Issue of 1260000 bonus equity shares of Rs.10/- each in the ratio of 3:1 on 23rdMay 2018.

23. PARTICULARS OF EMPLOYEES

There is no employee who is being paid remuneration in excess of limits specifiedunder Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)Rules2014.

24. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON IT CORPORATE SOCIALRESPONSIBILITY INITIATIVES

Keeping in view the limits set out in Section 135 of the Companies Act 2013 Companyhas formulated a Corporate Social Responsibility Policy which is available on the websiteof the Company.

25. DEPOSITS

During financial year under review your Company has not accepted any deposits frompublic under Section 73 and Section 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

26. STATEMENT ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with all the Secretarial Standards.

27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company is committed to provide a safe and conducive work environment to itsemployees and the Board has formulated a Sexual Harassment Policy which is also availableon the website of the Company.

Your Directors further state that during the year under review there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.

28. FAMILIARIZATION PROGRAM

The Company has framed a Familiarization Program for the Independent Directors tofamiliarize them with the overall structure and working of the Company. FurtherFamiliarization Program Policy is available on the website of the Company.

29. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the financial yearunder review:

1. No significant or material orders were passed by the regulators of courts ortribunals which would impact the going concern status and Company's operations in future.

2. Your Directors further state that during the financial year there were no casesfiled pursuant to the Sexual Harassment of Women at Workplace (Prevention prohibition andRedressal) Act 2013. Further no frauds were reported to the Committee / Board ofDirectors during the Financial Year 2017-2018.

3. Annual report of the company will be available on the website of the Company (Web:http://powerfultech.in/home ).

30. ACKNOWLEDGEMENT

Your Directors place on record their appreciation towards all business associates andbankers for their continued support and confidence.

For and on behalf of the Board
Powerful Technologies Limited
Sd/- Sd/-
Date: 04.09.2019 (Aditya Gupta) (Nitin Chhabra)
Place: Delhi Managing Director Director
DIN: 03500941 DIN: 02921204

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