The Directors are pleasured to present the 30TH ANNUAL REPORT together with the AuditedFinancial Statement for the Financial Year 2019-20 ended 31st March 2020.
1. FINANCIAL PERFORMANCE:
(Rs. in Lakh)
|Particulars ||2019-20 ||2018-19 |
|Total Income ||36.74 ||55.61 |
|Profit before finance cost ||16.04 ||35.46 |
|Less: Finance cost ||30.25 ||28.01 |
|Profit / (Loss) before tax ||(14.21) ||7.45 |
|(Add) / Less: Tax expenses ||(3.37) ||1.99 |
|Profit / (Loss) after tax ||(10.84) ||5.46 |
There are no material changes and commitment affecting the financial position of theCompany which have occurred between 1st April 2020 and date of this report.
The Financial Statements 2019-20 are the first financial statements of the Companyunder Ind AS. The Company has reclassified previous year figures to conform to this year'sclassification.
With a view to conserve the resources for the working capital requirement of theCompany the Board of Directors has not recommended any dividend on the Equity Shares forthe year under review ended 31st March 2020.
3. REVIEW OF OPERATIONS / COMPANY AFFAIRS:
The Company earned Income of Rs. 36.74 Lakh during the year under review compared to55.61 Lakh during 2018-19. The Company has earned Profit before Interest and Depreciationof Rs. 16.04 Lakh during the year under review compared to Rs. 35.56 Lakh during 2018-19.After providing for Depreciation finance cost effect of impairment of financialinstruments and Tax expenses the Net Loss for the financial year under review stood Rs.10.84 compared to Profit of Rs. 5.46 Lakh during 2018-19. The financial statements 2019-20are the first financial statements of the Company under Ind AS.
4. COVID-19 PANDEMIC:
Due to outbreak of Covid-19 globally and in India the Company's management has madeinitial assessment of likely adverse impact on business and financial risks on account ofCovid-19. There is slow down in the business of the Company due to lockdown which hadimpact on operations. However the management does not see any medium to long term risksin the Company's ability to continue as a going concern and meeting its liabilities andcompliance with the debt covenants applicable if any. Please refer note 34 of notesforming part of the financial statements.
5.1 One of your Directors viz. Ms. Sushma Chhajer retires by rotation in terms of theArticles of Association of the Company. However being eligible offers herself forreappointment.
5.2 Mr. Manish J. Joshi and Mr. Kashyap R. Mehta in the 29th AGM held on 27thSeptember 2019 have been reappointed as Independent Directors of the Company for asecond consecutive term of 5 years from the conclusion of 29th AGM up to the conclusion ofthe 34th AGM.
5.3 Mr. Ashok Chhajer in the 29th AGM held on 27th September 2019 has beenreappointed as Managing Director for a period of 5 years w.e.f. from 29th July 2019.
5.4 The Company has received necessary declaration from each Independent Director ofthe Company under Section 149(7) of the Companies Act 2013 (the Act) that they meet withthe criteria of their independence laid down in Section 149(6) of the Act.
5.5 Brief profile of the Director being re-appointed as required under Regulations36(3) of Listing Regulations 2015 and Secretarial Standard on General Meetings isprovided in the notice for the forthcoming AGM of the Company.
5.6 The Board of Directors duly met 6 times during the financial year under review.
5.7 Formal Annual Evaluation:
The Nomination and Remuneration Committee adopted a formal mechanism for evaluating theperformance of the Board of Directors as well as that of its Committees and individualDirectors including Chairman of the Board Key Managerial Personnel/ Senior Managementetc. The exercise was carried out through an evaluation process covering aspects such ascomposition of the Board experience competencies governance issues etc.
5.8 DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement of Section 134 of the Companies Act 2013 it is herebyconfirmed:
(i) that in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
(ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at 31st March 2020 beingend of the financial year 2019-20 and of the loss of the Company for the year;
(iii) that the Directors had taken proper and sufficient care for maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
(iv) that the Directors had prepared the annual accounts on a going concern basis.
(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.
6 . LISTING:
The Equity Shares of the Company are listed on BSE Limited & Calcutta StockExchange Limited. The Company is generally regular in payment of Annual Listing Fees. Theannual Listing Fees has been paid to BSE Limited for the year 2020-21.
7. SHARE CAPITAL:
The paid up Share Capital of the Company as on 31st March 2020 was Rs. 300.06 Lakh. Ason 31st March 2020 the Company has not issued shares with differential voting rights norgranted stock options nor sweat equity and none of the Directors of the Company hold anyconvertible instruments.
Your Company does not propose to transfer any amount to general reserve.
9. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY:
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofassets prevention and detection of frauds and errors accuracy and completeness of theaccounting records and the timely preparation of reliable financial disclosures.
10. MANAGERIAL REMUNERATION:
The Company has not paid any Managerial Remuneration or other benefits to any of itsDirectors.
The Board of Directors has framed a Remuneration Policy that assures the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivateDirectors Key Managerial Personnel and Senior Management to enhance the quality requiredto run the Company successfully. All the Board Members and Senior Management personnelhave affirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policy are available on the Company'swebsite-www.typhoonfinancial.com
11. KEY MANAGERIAL PERSONNEL (KMP) :
There are no material payments to KMP/ Employees. As no material payments have beenmade the amount is not comparable with the performance of the Company.
There is no Employee drawing remuneration requiring disclosure under Rule 5(2) ofCompanies Appointment & Remuneration of Managerial personnel) Rules 2014.The numberof permanent employees of the Company are three.
% INCREASE IN REMUNERATION OF DIRECTORS AND KMP:
|Sr. No. ||Name of the Director & KMP ||Designation ||Percentage Increase (If any) |
|1. ||Ms. Richa Shah ||Company Secretary ||- |
|2. ||Ms. Shruti Chhajer# ||CFO ||N.A. |
#Appointed w.e.f. 5th April 2019
12. RELATED PARTY TRANSACTION AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES
Details of Related Party Transactions and details of Loans Guarantees and Investmentscovered under the provisions of Section 188 and 186 of the Companies Act 2013respectively are given in the notes to the Financial Statements attached to the Directors'Report.
All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arm's length basis. During the year theCompany had not entered into any transactions with related parties which could beconsidered as material in accordance with the policy of the Company on materiality ofrelated party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website atwww.typhoonfinancial.com.
13. CORPORATE GOVERNANCE AND MDA:
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Report on Corporate Governance(on voluntarybasis) Management Discussion and Analysis (MDA) and a certificate regarding compliancewith the conditions of Corporate Governance are appended to the Annual Report as Annexure- A.
14. SECRETARIAL AUDIT REPORT:
Your Company has obtained Secretarial Audit Report as required under Section 204(1) ofthe Companies Act 2013 from M/s. Pinakin Shah & Co. Company Secretaries Ahmedabad.The said Report is attached with this Report as Annexure C. The remarks ofAuditor are self explanatory.
15. EXTRACT OF ANNUAL RETURN:
The extract of Annual return in Form MGT-9 has been attached herewith as Annexure D.
16. DEMATERIALISATION OF EQUITY SHARES:
Shareholders have an option to dematerialise their shares with either of thedepositories viz. NSDL and CDSL. The ISIN allotted is INE761R01013.
17. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIPCOMMITTEE:
The details of various committees and their functions are part of Corporate GovernanceReport.
18. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
Your Company being in the Industry of Investment and Finance the particulars relatingto conservation of Energy Technology Absorption etc. are not applicable. The Company hasnot earned or spent any amount in Foreign Exchange.
The present Auditors of the Company M/s. Virendra Surana & Co. CharteredAccountants Kolkata will retire at the ensuing 30th Annual General Meeting.
The remarks of Auditor are self explanatory and have been explained in Notes onAccounts.
In terms of Section 139 of the Companies Act 2013 read with Companies (Audit &Auditors) Rules 2014 the Board of Directors has recommended the appointment of M/s.Sahib S Choudhary & Co. Chartered Accountants Kolkata as Statutory Auditors of theCompany for a period of 5 years to hold office from the conclusion of the ensuing 30th AGMtill the conclusion of 35th AGM on remuneration to be decided by the Board or Committeethereof.
The Company has obtained consent from M/s. Sahib S Choudhary & Co. CharteredAccountants to the effect that their appointment as Statutory Auditors of the Company forperiod of 5 years commencing from financial year 2020-21 to 2024-25 if made will be inaccordance with the provisions of Section 139 and 141 of the Companies Act 2013.
The Shareholders are requested to consider and approve the appointment of the StatutoryAuditors of the Company.
The Company's properties continue to be adequately insured against risks such as fireriot strike civil commotion malicious damages etc.
The Company has not accepted during the year under review any Deposits and there wereno overdue deposits.
19.4 RISKS MANAGEMENT POLICY:
The Company has a risk management policy which from time to time is reviewed by theAudit Committee of Directors as well as by the Board of Directors. The Policy is reviewedquarterly by assessing the threats and opportunities that will impact the objectives setfor the Company as a whole. The Policy is designed to provide the categorization of riskinto threat and its cause impact treatment and control measures. As part of the RiskManagement policy the relevant parameters for protection of environment safety ofoperations and health of people at work are monitored regularly with reference tostatutory regulations and guidelines defined by the Company.
19.5 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associates Companies / JVs. 19.6 CODE OFCONDUCT:
The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior Management. All the Board Members and Senior Management personnelhave affirmed compliance with the code of conduct.
19.7 SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:There has been no significant and material order passed by any regulators or courts ortribunals impacting the going concern status of the Company and its future operations.
19.8 ENVIRONMENT AND SAFETY:
The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.
19.9 INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.
19.10 SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards issued by the Institute of CompanySecretaries of India which are mandatorily applicable to the Company.
20. DISCLOSURE OF ACCOUNTING TREATMENT
In the preparation of the financial statements the Company has followed the AccountingStandards referred to in Section 133 of the Companies Act 2013. The significantaccounting policies which are consistently applied are set out in the Notes to theFinancial Statements.
21. DISCLOSURE OF MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company.
Your Directors express their sincere thanks and appreciation to Promoters Shareholdersand Customers for their support and co operation. Your Directors also place on recordtheir gratitude to the Bankers of the Company and Government Departments for theirconfidence reposed in the Company.
| ||Manish Joshi |
|Place : Ahmedabad ||Chairman |
|Date: 31 st July 2020 ||DIN: 06936130 |