The Directors present the 28th ANNUAL REPORT together with the Audited FinancialStatement for the Financial Year 2017-18 ended 31st March 2018
1. FINANCIAL PERFORMANCE:
| || ||(Rs. in Lakh) |
|Particulars ||2017-18 ||2016-17 |
|Total Income ||17.99 ||12.59 |
|Profit before tax ||3.14 ||2.63 |
|Less: Provision for taxation ||1.09 ||0.73 |
|Profit after tax ||2.05 ||1.90 |
There are no material changes and commitment affecting the financial position of theCompany which have occurred between 1st April 2018 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 2018.
3. REVIEW OF OPERATIONS / COMPANY AFFAIRS:
The Company earned Income of Rs. 17.99 Lakh during the year under review compared toRs. 12.59 Lakh during 2016-17. The Company has earned Profit before Interest andDepreciation of Rs. 3.24 Lakh during the year under review compared to Rs. 2.73 Lakhduring 2016-17. After providing for Depreciation Prior period adjustments and Taxationthe Net Profit for the year under review stood Rs. 2.05 Lakh compared to Rs. 1.90 Lakhduring 2016-17.
4.1 One of your Directors viz Ms. Sushma Chhajer (DIN: 00280231) retires by rotation interms of the Articles of Association of the Company. However being eligible offersherself for reappointment.
4.2 The Board of Directors duly met 5 times during the financial year under review.
4.3 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.
4.4 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.
4.5 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) thatthe Directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at 31st March 2018 being end of the financialyear 2017-18 and of the profit of the Company for the year; (iii) that the Directors hadtaken proper and sufficient care for maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; (iv) that theDirectors 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 . 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.
6. MANAGERIAL REMUNERATION:
REMUNERATION OF DIRECTORS:
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 leveland composition of remuneration is reasonable and sufficient to attract retain andmotivate Directors Key Managerial Personnel and Senior Management to enhance the qualityrequired to run the Company successfully. All the Board Members and Senior Managementpersonnel have affirmed time to time implementation of the said Remuneration policy.
The Nomination and Remuneration Policy are available on the Company's website-www.typhoonfinancial.com
7. KEY MANAGERIAL PERSONNEL (KMP) AND PERSONNEL:
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 noEmployee drawing remuneration requiring disclosure under Rule 5(2) of CompaniesAppointment & Remuneration of Managerial personnel) Rules 2014. The number ofpermanent 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 ||25% |
8. 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.
9. 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 and ManagementDiscussion and Analysis (MDA) and a certificate regarding compliance with the conditionsof Corporate Governance are appended to the Annual Report as Annexure - A.
10. 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 B. As regards theobservation of the Auditors the Company is in the process of identifying and appointingCFO.
11. EXTRACT OF ANNUAL RETURN:
The extract of Annual return in Form MGT-9 has been attached herewith as Annexure C.
12. 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 2018-19.
The Company being listed at BSE Limited (Designated & Nationwide Stock Exchange)received a letter dated 2nd November 2017 from The Ahmedabad Stock Exchange Limited(ASEL) intimating delisting of securities from ASEL pursuant to the SEBI directions.
13. 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.
14. AUDIT COMMITTEE/ NOMINATION AND REMUNERATION COMMITTEE/ STAKEHOLDERS' RELATIONSHIPCOMMITTEE:
The details of various committees and their functions are part of Corporate GovernanceReport.
15. 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.
16.1. 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. In terms of the first proviso to Section 139 of the CompaniesAct 2013 the appointment of the auditors shall be placed for ratification at everyAnnual General Meeting. Accordingly the appointment of M/s. Virendra Surana & Co.Chartered Accountants Kolkata as statutory auditors of the Company for the financialyear 2018-19 is placed for ratification by the shareholders.
The remarks of Auditor are self explanatory and have been explained in Notes onAccounts.
16.2 INSURANCE: The Company's properties continue to be adequately insured againstrisks such as fire riot strike civil commotion malicious damages etc.
16.3 DEPOSITS: The Company has not accepted during the year under review any Depositsand there were no overdue deposits.
16.4 RISKS MANAGEMENT POLICY: The Company has a risk management policy which from timeto time is reviewed by the Audit Committee of Directors as well as by the Board ofDirectors. The Policy is reviewed quarterly by assessing the threats and opportunitiesthat will impact the objectives set for the Company as a whole. The Policy is designed toprovide the categorization of risk into threat and its cause impact treatment andcontrol measures. As part of the Risk Management policy the relevant parameters forprotection of environment safety of operations and health of people at work are monitoredregularly with reference to statutory regulations and guidelines defined by the Company.
16.5 SUBSIDIARIES/ ASSOCIATE/ JVs: The Company does not have any Subsidiaries/Associates Companies / JVs.
16.6 CODE OF CONDUCT: The Board of Directors has laid down a Code of Conduct applicableto the Board of Directors and Senior Management. All the Board Members and SeniorManagement personnel have affirmed compliance with the code of conduct.
16.7 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.
16.8 ENVIRONMENT AND SAFETY: The Company is conscious of the importance ofenvironmentally clean and safe operations. The Company's policy requires conduct ofoperations in such a manner so as to ensure safety of all concerned compliances ofenvironmental regulations and preservation of natural resources. 16.9 INSTANCES OF FRAUDIF ANY REPORTED BY THE AUDITORS: There have been no instances of fraud reported by theAuditors under Section 143(12) of the Companies Act 2013.
17. 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: 20th July 2018 ||Chairman |