Your Directors have pleasure in presenting their Annual Report on the businessand operations of the Company and the Audited Accounts for the Financial Year ended 31stMarch 2018.
1. FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE OF THE COMPANY:
|Financial Results || ||(Rs. in Lacs) |
|Particulars ||Year ended 31-03-2018 ||Year ended 31-03-2017 |
|Revenue from Operation ||- ||365.43 |
|Other Income ||23.09 ||104.52 |
|Total Revenue ||23.09 ||469.95 |
|Changes in Inventories of finished goods work-in- progress ||- ||(92.82) |
|Depreciation & Amortization Exp. ||637.63 ||133.22 |
|Other Expenses ||112.24 ||599.17 |
|Profit/(Loss) Before Tax ||(726.78) ||(169.62) |
|Deferred Tax ||117.69 ||73.79 |
|Profit/(Loss) After Tax (PAT) ||(609.09) ||(243.41) |
2. STATE OF COMPANYS AFFAIRS:
Income of the Company though decreased from Rs. 46994893/- to Rs. 2309632/- ascompared to previous year. The Board of Directors of the Company is continuously makingefforts for the growth of the Company.
3. DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:
Due to loss your Board of Directors does not recommend declaration of dividend.Moreover the loss incurred during the year is being adjusted against the Reserves duringthe financial year.
4. SHARE CAPITAL:
At present the Company has only one class of shares equity shares with face value ofRs. 10/- each. The authorized share capital of the company is Rs. 250000000/- (RupeesTwenty Five Crore) divided into 25000000 (Two Crore Fifty Lakhs) equity shares of Rs.10/- (Rupees Ten) each. The paid up share capital of the company is Rs. 200000000/-(Rupees Twenty Crore) divided into 20000000 (Two Crore) equity shares of face value ofRs.10/- (Rupees Ten) each.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
6. POSTAL BALLOT:
During the year 2017-18 the Company had obtained the approval from the Shareholdersthrough Postal Ballot including voting by electronic means for the following purposes:
Insertion of new object clause of Energy Management & their productsby-products and other related services in the main object clause of the Memorandum ofAssociation of the Company and other alterations in MOA as per the Companies Act 2013.
Adoption of new set of Articles of Association pursuant to the Act primarilybased on the Form of Table F as per provisions of section 5 and 14 of Companies Act 2013('the Act') Schedule I read with the Companies (Incorporation) Rules 2014 and all otherapplicable provisions
To carry out the entire E-voting process in fair and transparent manner the Companyhad appointed Mr. Chintan K. Patel Practising Company Secretary to act as a Scrutinizer.On 30th October 2017 the result for the resolutions passed through Postal Ballot hasbeen declared by the Company.
7. APPOINTMENT OF AUDITOR:
Extra Ordinary General Meeting (EOGM) of the Company was held on 7th April 2017 for theappointment of M/s. V. D. Shukla & Co. Chartered Accountants (Firm Registration No.110240W) Ahmedabad as Statutory Auditors of the Company to fill the casual vacancycaused by the resignation of M/s. G M C A & Co. Chartered Accountants (FirmRegistration No. 109850W).
At the Annual General Meeting held on 27th September 2017 appointment of M/s. V. D.Shukla & Co. Chartered Accountants (Firm Registration No. 110240W) was sanctionedwith the approval of members of the Company and resolution was passed to appoint them forthe period of 5 years till the conclusion of the
Annual General Meeting to be held in 2022.
8. FUTURE OUTLOOK:
The comprehensive financial system continues to remain under pressure from the enduringpolitical rule and financially viable uncertainties around the world. However it isprobable that the universal development should stabilize in future.There is cut throatcompetition in the field of our operating industry and to alleviate the sameadministration had adopted defensive approach in order to maintain the market share ofyour Company. Management is of the observation that the Company will accomplish prosperityin approaching fiscal.
9. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
In accordance with Section 134(3) (m) of the Companies Act 2013 read with the Rule 8of the Companies (Accounts) Rules 2014 the following information is provided as under:
A. Conservation of Energy
Your Company is not an energy intensive unit however regular efforts are made toconserve energy. Some of the steps taken by the Company towards energy conservation asunder:
Adoption of LED light technology in office premises to reduce the powerconsumption;
Adoption of VRV technology for air-conditioning in office areas to reduceelectricity consumption;
B. Technology Absorption (Research and Development)
The Company continuously makes efforts towards research and developmental activitieswhereby it can improve the quality and productivity of its programs.
C. Foreign Exchange Earnings and Outgo
During the period under review foreign exchange earnings and outgo is given in ANNEXUREI and forms part of this report.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No such as Material changes occurred subsequent to the close of the financial year ofthe Company to which the balance sheet relates and the date of the report which can affectthe financial position of the Company.
11. DETAILS OF SIGNIFICANT AND MATERIAL LITIGATIONS/ ORDERS:
During the year under review there were no significant material orders passed by theRegulators / Courts and no litigation was outstanding as on March 31 2018 which wouldimpact the going concern status and future operations of your Company.
12. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no Subsidiary Company. Hence details relating to Subsidiary Companyare not provided for.
13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.
14. MEETING OF BOARD OF DIRECTORS:
Your Companys Board is duly constituted which is in compliance with therequirements of the Companies Act 2013 the Listing Regulations and provisions of theArticles of Association of the Company. Your Board has been constituted with requisitediversity wisdom and experience commensurate to the scale of operations of your Company.
During the year under the review 5 (Five) Board meetings were held with gap betweenMeetings not exceeding the period prescribed under the Companies Act 2013 and Rules madethereunder. Details of Board and Board committee meetings held during the year are givenin the Corporate Governance Report.
Board meeting dates were finalized in consultation with all directors and agenda papersbacked up by comprehensive notes and detailed background information are circulated wellin advance before the date of the meeting thereby enabling the Board to take informeddecisions.
15. EXTRACTS OF ANNUAL RETURN:
An extract of Annual Return in Form MGT-9 as on March 31 2018 is annexed to theBoards Report and marked as ANNEXURE-II.
All the Properties of the Company are adequately insured.
17. RELATED PARTY TRANSACTIONS:
The Company has not entered into any contract or arrangement with related party whichis not at arms length requiring approval of shareholders in the general meeting asrequired under Section 188 (1) of the Companies Act 2013and thus disclosure in Form AOC-2is not required.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 every company with a NetWorth of Rs. 500 Crores or more or an annual turnover of Rs. 1000 Crores or more or with anet profit of Rs. 5 Crores or more is required to constitute a CSR Committee. At presentthe Company is not required to constitute a CSR Committee in this regards as none of theabove referred limits have been triggered.
19. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executivedirectors including Independent Directors who have wide and varied experience in differentdisciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mrs. Bhavna N. Ayer (DIN: 02013477) retires byrotation at the ensuing Annual General Meeting and being eligible in terms of Section 164of the Act offers herself for re-appointment.
The Company had pursuant to the provisions of Regulation 17 (1) (b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 entered into with StockExchanges Mrs. Bhavna N. Ayer (DIN: 02013477) and Mr. Hitesh Aahir (DIN: 02013500) asan Independent Directors of the Company.
There is no change in the constitution of Board of Directors during the year.
Further the constitution of the Board of Directors changed after the close of financialyear 2017-18. Mr. Paresh Pravinchandra Joshi resigned from the post of IndependentDirector of the Company w.e.f. 2nd August 2018. Moreover Mr. Jayesh Jayantilal Pandya wasappointed as an Additional Independent Director w.e.f. 14th August 2018 and Mrs. Hina S.Patel was appointed as an Additional Non- Executive and Non-Independent Director w.e.f.14th August 2018
In accordance with the provisions of section 149 of the Act Mr. Jayesh J. Pandya andMrs. Hina S. Patel are proposed to be regularised as Directors to hold office as per theirtenure of appointment mentioned in the
Notice of the ensuing Annual General Meeting (AGM) of the Company.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013.
The Board of Directors had appointed Mr. Dharm S. Patel as Managing Director of theCompany as required under Section 203 of the Companies Act 2013 the Company will haveMr. Dharm S. Patel under Key Managerial Personnel of the Company subject to approval ofthe Members of the Company; the resolution for the same has been proposed in the notice ofthe ensuing Annual General Meeting.
20. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Companies Act and Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Companies Act 2013 theBoard had carried out performance evaluation of its own the Board Committees and of theIndependent directors. Independent Directors at a separate meeting evaluated performanceof the Non-Independent Directors Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria: (a) For Independent Directors
: - Knowledge and Skills
- Professional conduct
- Duties Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct Integrity - Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
21. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director and also a Policy for remuneration of Directors Key managerial Personneland senior management.
22. MANAGERIAL REMUNERATION
The Company had not paid any remuneration to Executive Directors or any sitting fees toNon-Executives Directors for attending any meetings during the financial year ended 31stMarch 2018.
23. INDEPENDENT DIRECTORS MEETING:
Independent Directors of the Company had met during the year under the review on 29thMarch 2018.
24. COMMITTEES OF THE BOARD:
During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees.
There are currently Three Committees of the Board as follows:
I. Audit Committee
II. Nomination and Remuneration Committee
III. Stakeholders Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" apart of this Annual Report.
A. Statutory Auditors
In terms of the provisions of Section 139 of the Companies Act 2013 read withprovisions of the Companies (Audit and Auditors) Rules 2014 as amended M/s. V. D. Shukla& Co. Chartered Accountants (Firm Registration No.: 110240W) was appointed asStatutory Auditors of the Company for a consecutive period of 5 (Five) years from theconclusion of Annual General Meeting in the year 2017 till the conclusion of the AnnualGeneral Meeting to be held in the year 2022.
The Members may note that consequent to the changes made in the Companies Act 2013 andthe Companies (Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs (MCA)vide notification dated May 7 2018 the proviso to Section 139(1) of the Companies Act2013 read with explanation to sub-rule 7 of Rule 3 of the Companies (Audit and Auditors)Rules 2014 the requirement of ratification of appointment of Auditors by the Members atevery AGM has been done away with. Therefore the Company is not seeking any ratificationof appointment of M/s. GMCA & Co. Chartered Accountants as the Auditors of theCompany by the Members at the ensuing AGM.
The Company has obtained a written confirmation under section 139 of the Companies Act2013 from M/s. V. D. Shukla & Co. Chartered Accountants (Firm Registration No.:110240W) that their appointment if made would be in conformity with the limits specifiedunder the Act and that they are not disqualified for their appointment.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. The notes to the accounts referred to in the Auditors Report areself-explanatory and therefore do not call for any further comments.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s. Patel & Associates Company Secretaries Ahmedabad toconduct the Secretarial Audit of the Company for the financial year 2017-18 and to submitSecretarial Audit Report in Form No. MR -3. A copy of the Secretarial Audit Reportreceived from M/s. Patel & Associates in the prescribed Form No. MR-3 is annexed tothis Boards Report and marked as Annexure IV is self-explanatory andtherefore do not call for any further comments.
There is no qualification reservation or adverse remark in the report.
26. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
In terms of Section 134 of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has an Internal Control Systemcommensurate with the size scale and complexity of its operations. To maintain itsobjectivity and independence the Internal Auditors report to the Audit Committee of theBoard. The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol system its compliance with operating systems accounting procedures and policiesin the Company. Based on the report of internal audit function process owners undertakecounteractive action in their respective areas and thereby further strengthen thecontrols.
Significant audit observations and corrective actions thereon are presented to theAudit Committee from time to time. The Company has in place adequate internal financialcontrols commensurate with the size and scale of the operations of the Company. During theperiod under review such controls were tested and no reportable material weakness in thedesign or operations were observed. The Board has also put in place requisite legalcompliance framework to ensure compliance of all the applicable laws and that such systemsare adequate and operating effectively.
27. RISK MANAGEMENT:
The Company has implemented an integrated risk management approach through which itreviews and assesses significant risks on a regular basis to help ensure that there is arobust system of risk controls and mitigation in place. Senior management periodicallyreviews this risk management framework to keep updated and address emerging challenges.Major risks identified for the Company by the management are Currency fluctuationCompliances of various applicable Laws Regulatory changes Manufacturing & SupplyLitigation Technological Changes and new capital investments return. The management ishowever of the view that none of the above risks may threaten the existence of theCompany as robust Risk mitigation mechanism is put in place to ensure that there is nil orminimum impact on the Company in case any of these risks materialize.
28. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasconstituted a Whistle Blower Policy/ Vigil Mechanism to establish a vigil mechanism forthe directors and employees to report genuine concerns in such manner as may be prescribedand to report to the management instances of unethical behaviour actual or suspectedfraud or violation of the Companys code of conduct.
29. PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsible for implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code.
30. DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 and tothe best of their knowledge and belief and according to the information and explanationsobtained by them your Directors state that-
i. In the preparation of the annual accounts the applicable IND AS had been followedalong with proper explanation relating to material departures;
ii. 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 31stMarch 2018 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 and Rules madethereunder for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis; and
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
31. CORPORATE GOVERNANCE:
As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 entered into with the Stock Exchanges a detailed report on Corporate Governance isgiven as a part of the Annual Report. The Company is in full compliance with therequirements and disclosures that have to be made in this regard. The CompanySecretarys Certificate of the compliance with Corporate Governance requirements bythe Company is attached to the Report on Corporate Governance.
Report on Corporate Governance is given in this Annual Report herewith attached as AnnexureV.
32. CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate from the Company Secretary regarding compliance ofconditions of Corporate Governance as stipulated in Regulation 27 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is appended to the report onCorporate Governance attached herewith as Annexure VI.
33. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has adopted a Policy under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder. The Companyis committed to provide a safe and secure environment to its women employees across itsfunctions and other women stakeholders as they are considered as integral and importantpart of the Organization. The Company has assigned the responsibilities to AuditCommittee. During the year no complaint with allegations of sexual harassment was filedwith the Company.
34. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given forming part of the Annual Report.
Your Directors take this opportunity to articulate their gratefulness for the unstintedcommitment perseverance hard work and noteworthy input made by employees at all levelsin ensuring sustained growth of the Company. Your Directors also genuinely thank to allthe stakeholders clients vendors bankers business acquaintances government otherlegislative bodies and look forward to their continued aid co-operation and support.
|Place: Ahmedabad ||For and on behalf of the Board || |
|Date: 14th August 2018 ||SD/- ||SD/- |
| ||Dharm S. Patel ||Bhavna N. Ayer |
| ||Managing Director ||Director |
| ||DIN: 07464810 ||DIN: 02013477 |