Your Directors present the 25th Annual Report and the Audited Accounts forthe year ended March 312018.
1. FINANCIAL RESULTS
| ||Year ended 31st March 2018 (Rs. '000) ||Year ended 31st March 2017 (Rs. '000) |
|Net Sales ||16 ||4343 |
|Profit Before Interest Exchange (Gain)/ Loss on Loans Depreciation Amortization and Impairment (Gain)/ Loss on sale of Investment and Provisions ||-(946) ||(11915) |
|Interest ||0 ||0 |
|Depreciation Amortization and Impairment ||91 ||58 |
|(Gain)/ Loss on sale of Investment ||0 ||0 |
|Provision on Bad & Doubtful debts ||0 ||0 |
|Profit /(Loss) before Tax ||(1107) ||(11973) |
|Fringe Benefit Tax ||0 ||o |
|Deferred tax ||0 ||833 |
|Profit/ (Loss) after Tax ||(1107) ||(12806) |
In view of the carry forward losses no dividend has been declared for the year.
The companies had lost its major client and business operations of the company havebeen affected adversely hence revenue from current year is on the lower side as comparedto the last year.
There is no foreign earning and outgo during the year
Company is a non-manufacturing Company Hence no R& D works being carried out inthe company.
6. DETAILS OF SUBSIDIARY COMPANIES (FINANCIAL SUMMARY)
During the Period under review your company is not having any subsidiary.
7. CORPORATE GOVERNANCE
A Management Discussion and Analysis is annexed and form part of this report.
A separate report on Corporate Governance along with the Practicing Company Secretarycertificate on compliance of conditions of Corporate Governance as stipulated in clause 49of the Listing Agreement with the Stock Exchanges forms part of this report.
8. EXTRACT OF ANNUAL RETURN . .
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure A.
(a) Chairman Mr. Manoj Jain.
Mr. Rakesh Rampal Whole Time Director of the Company retires by rotation and beingeligible offer herself for reappointment at the ensuing Annual General Meeting.
(c) Resignation and Cessation
There is no resignation or cessation of Directors during the financial year underscrutiny
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet with the criteria of independence as prescribed both undersub-section (6) of Section 149 of the Companies Act 2013 and under Clause 49 of thelisting Agreement with the Stock Exchanges.
10. KEY MANAGERIAL PERSONNEL'S
With the coming into effect of the Companies Act 2013 the acting Chief ExecutiveOfficer Shri. Rakesh Rampal Whole Time Director and Shri. KVS Prakash Director of theCompany were re-designated as the Key Managerial Personnel's of the company. Ms. KomalKalra is the Company Secretary of the Company.
11. BOARD EVALUATION
Pursuant to the provisions of Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance and the performance of the Directors individually. This evaluation was doneafter taking into consideration various aspects of the Board's functioning composition ofthe Board and its Committees culture execution and performance of specific dutiesobligations and governance. The Board of Directors expressed their satisfaction with theevaluation process.
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year four (4) Board Meetings and four (4) Audit Committee Meetings wereconvened and held. The details of which are given in the Corporate Governance Report. Theintervening gap between the Meetings was within the period prescribed under Companies Act2013.
13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
During the year under review the Company did not accept any deposits. The depositsaggregating Rs. 2.02 Lacs were over due on 31.03.2018 mostly comprising the depositorswho are not covered under CLB Directions / Order of Consumer and Other Courts. Legalclaims made against the Company in terms of various directions by the Honourable CompanyLaw Board (CLB) from time to time and the orders of Consumer Courts and other Courts havebeen complied. The claims of remaining depositors are also being gradually honoured as andwhen the demand is raised by the said depositors on the Company.
The Company has not accepted deposit from the public within the ambit of Section 73 ofthe Companies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014
The Directors are making vigorous efforts including realization of old business assetsand internal accruals to pay back the deposits and whosoever approaches the company isbeing immediately settled. The Directors proposes to take appropriate steps for repaymentto the each deposit.
15. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a whistle blower policy that forms part of the HR Policy of the Companyto deal with instances of fraud and mismanagement if any.
16. REMUNERATION POLICY
In accordance with Section 178 and other applicable provisions if any of the CompaniesAct 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreementthe Board of Directors formulated the Remuneration Policy of your Company on therecommendations of the HR Nomination and Remuneration Committee. The salient aspects ofthe Remuneration Policy including appointment and remuneration of Directors and othermatters have been outlined in the Corporate Governance Report which forms part of thisReport.
17. RELATED PARTY TRANSACTIONS
Company has not entered into any related party transaction during the financial yearunder scrutiny. .
18. CORPORATE SOCIAL RESPONSIBILITY INITATIVES
Being a Company with losses or minimal profit your company is not required to followprovisions of section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014.
19. RISK MANAGEMENT
Pursuant to the requirement of Clause 49 of the Listing Agreement the Company hasconstituted a "Risk and Operations Management Committee."
The Company has a Risk Management Policy to identify evaluate business risks andopportunities. This policy seeks to create transparency minimize adverse impact on theBusiness objectives and enhance the Company's competitive advantage.
MANAGEMENT DISCUSSION AND ANALYSIS
To avoid duplication between the Directors' Report and the Management Discussion andAnalysis we present below a composite summary of performance of the various businessesand functions of the Company.
20. OPERATIONAL UPDATE
Company is not operating as on date however company is focusing to get some newcontracts for IT enabled services.
21. OUTLOOK ON THREATS RISK AND CONCERNS
The Company has an integrated approach to managing the risks inherent in variousaspects of its business. As part of this approach the Board of Directors is responsiblefor monitoring risk levels on various parameters and the management council isresponsible for ensuring implementation of mitigation measures if required. The AuditCommittee provides the overall direction on the risk management policies.
22. INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Internal control environment of the Company is well established/ maintained and itseffectiveness is assessed regularly. These measures are in the form ofprocedures/processes set by the management covering all critical and important areas.
The Company has a well-defined organisation structure authority levels internal rulesand guidelines for conducting business transactions. The management review the actualperformance of the business of the Company on regular basis.
The Audit Committee met four times during the year. It reviews the status ofimplementation of recommendations given by internal auditors and the results of self -assessment of internal controls. It also reviewed the quarterly results secretarial andtax compliances.
23. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of section 134 (3) (c) of the Companies Act 2013your Directors state that:
(i) In the preparation of the annual accounts applicable accounting standards havebeen followed along with proper explanation relating to material departures.
(ii) Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates are made so as to give a true and fair view of the state ofaffairs of the Company as of 31st March- 2018 and of the profits ofthe Company for the year ended on that date.
(iii) Proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(iv) The annual accounts of the Company have been prepared on a going concern basis.
(v) Proper Internal Financial Controls were in place and that the Financial Controlswere adequate and were operating effectively.
(vi) Systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
24. AUDITORS Statutory Audit:
M/s. Riha Lekhi & Co Chartered Accountant is re-appointed appointed as auditorsof the Company. The requisite certificate u/s 224(1B) of the Companies Act 1956 has beenreceived from them. Observations made in the Auditors' Report are selfexplanatory andtherefore do not call for any further explanation.
Pursuant to the Provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Managerial Personnel) Rules 2014 the Company has appointed "M/sUjjwal Sharma & CO a firm of Company Secretaries in Practice to undertake theSecretarial Audit of the Company.
The Report of the Secretarial Audit is annexed herewith as "Annexure B."
25. DIRECTORS' COMMENTS ON AUDITOR'S REMARKS
The Auditors' remarks on the annual accounts are self-explanatory and do not requirefurther comments from the Company
26. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS 0 COURTS
There are no significant and material orders passed by the Regulators/Courts that woulcimpact the going concern status of the Company and its future operations.
27. CHANGE IN NATURE OF BUSINESS IF ANY
No change in the nature of the business of the Company done during the year.
28. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING FINANCIAL POSITION OF THECOMPANY
There are no material changes and commitments which have occurred subsequent to theclose of the financial year of the Company to which the balance sheet relates and the dateof the report that may affect the financial position of the Company.
29. STATUTORY STATEMENTS
As per the requirements of the Companies Act 2013 the following information is givenin separate statements annexed hereto which form part of this report:
a. Extract of Annual Return pursuant to Section 92(3) of the Companies Act 2013 andRule 12(1) of the Companies (Management and Administration) Rules 2014. Annexure A.
b. Secretarial Audit Report (Form MR 3). Annexure B
30. PREVENTION OF SEXUAL HARRASMENT
As required by the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 the Company has formulated and implemented a policy onprevention of sexual harassment at workplace with a mechanism of lodging complaints. Itsredressal is placed on the intranet for the benefit of its employees. During the yearunder review no complaints were reported to the Board.
31. STATUTORY INFORMATION
The information required pursuant to Section 197 (12) of the Companies Act 2013 readwith Rule 5(1) 5(2) & 5(3) Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 forming part of the Directors' Report for the year endedMarch 312017 is given in a separate Annexure to this Report.
The above Annexure is not being sent along with this Report to the members of theCompany in line with the provisions of Section 136 of the Companies Act 2013. Members whoare interested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid Annexure is also
available for inspection by members at the Registered Office of the Company 21days before the Annual General Meeting and upto the date of the ensuing Annual GeneralMeeting during the business hours on working days.
None of the employees covered under Rule 5(2) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is neither a relative of any Director ofthe Company and holds (by himself or along with his spouse and dependent children) morethan two percent of the Equity Shares of the Company.
The Company is suffering losses hence did not transfer any amount to the GeneralReserves.
Your Directors wish to place on record their appreciation of continued support extendedby the dealers distributors suppliers investors bankers financial institutions. YourDirectors also express their appreciation for the committed services by the employees ofthe Company.
On behalf of the Board
Whole Time Director
Place: New Delhi