The Directors are pleasured to present the 29TH ANNUAL REPORT together with the AuditedFinancial Statement for the Financial Year 2018-19 ended 31st March 2019.
1. FINANCIAL PERFORMANCE:
(Rs. in Lakh)
|Particulars ||2018-19 ||2017-18 |
|Total Income ||36.79 ||17.99 |
|Profit before tax ||16.65 ||3.14 |
|Less: Provision for taxation ||4.38 ||1.09 |
|Profit after tax ||12.27 ||2.05 |
There are no material changes and commitment affecting the financial position of theCompany which have occurred between 1st April 2019 and date of this report.
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 2019.
3. REVIEW OF OPERATIONS / COMPANY AFFAIRS:
The Company earned Income of Rs. 36.79 Lakh during the year under review compared to17.98 Lakh during 2017-18. The Company has earned Profit before Interest and Depreciationof Rs. 16.75 Lakh during the year under review compared to Rs. 3.24 Lakh during 2017-18.After providing for Depreciation Prior period adjustments and Taxation the Net Profitfor the year under review stood Rs. 12.27 Lakh compared to Rs. 2.05 Lakh during 2017-18.
4.1 One of your Directors viz. Mr. Ashok Chhajer retires by rotation in terms of theArticles of Association of the Company. However being eligible offers himself forreappointment.
4.2 Based on the recommendations of the Nomination and Remuneration Committee it isproposed to re-appoint Mr. Manish J. Joshi and Mr. Kashyap R. Mehta as IndependentDirectors of the Company for a second consecutive term of 5 years from the conclusion ofthis 29th AGM up to the conclusion of the 34thAGM respectively and they will not be liableto retire by rotation.
4.3 The Board of Directors on recommendation of the Nomination and RemunerationCommittee has re-appointed Mr. Ashok Chhajer as Managing Director of the Company for aperiod of five years w.e.f. 29th July 2019 subject to approval of members.
4.4 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.
4.5 Brief profile of the Directors being appointed and re-appointed as required underRegulations 36(3) of Listing Regulations 2015 and Secretarial Standard on GeneralMeetings and the justification for appointment/ reappointment of Independent Directors areprovided in the notice for the forthcoming AGM of the Company.
4.6 The Board of Directors duly met 6 times during the financial year under review.
4.7 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.
4.8 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 2019 beingend of the financial year 2018-19 and of the profit 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.
5 . 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 2019-20.
6. SHARE CAPITAL:
The paid up Share Capital of the Company as on 31st March 2019 was Rs. 300.06 Lakhs.As on 31st March 2019 the Company has not issued shares with differential voting rightsnor granted stock options nor sweat equity and none of the Directors of the Company holdany convertible instruments.
Your Company does not propose to transfer any amount to general reserve.
8. 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.
9. 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
10. 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 A. Shah ||Company Secretary ||20% |
|2. ||Ms. Shruti Chhajer# ||CFO ||N.A. |
#Appointed w.e.f. 5th April 2019
11. RELATED PARTY TRANSACTION AND DETAILS OF LOANS GUARANTEES INVESTMENT &SECURITIES PROVIDED:
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.
12. 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.
13. 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.
14. EXTRACT OF ANNUAL RETURN:
The extract of Annual return in Form MGT-9 has been attached herewith as Annexure D.
15. 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.
16. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIPCOMMITTEE:
The details of various committees and their functions are part of Corporate GovernanceReport.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
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.
18.1. AUDITORS: At the Annual General Meeting held on 24th September 2015 M/s.Virendra Surana & Co. Chartered Accountants Kolkata were appointed as statutoryauditors of the Company to hold office till the conclusion of the Annual General Meetingto be held in the year 2020.
The remarks of Auditor are self explanatory and have been explained in Notes onAccounts.
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.
18.4 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.
18.5 SUBSIDIARIES/ ASSOCIATES/ JVS:
The Company does not have any Subsidiaries/ Associates Companies / JVs.
18.6 CODE OF CONDUCT:
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.
18.7 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.
18.8 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.
18.9 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.
18.10 SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards issued by the Institute of CompanySecretaries of India which are mandatorily applicable to the Company.
19. 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.
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.
|Registered Office: ||For and on behalf of the Board |
|35 Omkar House || |
|Near Swastik Cross Roads || |
|C. G. Road Navrangpura || |
|Ahmedabad - 380 009. ||Manish Joshi |
|Date: 18th July 2019 ||Chairman |