The Members of
XELPMOC DESIGN AND TECH LIMITED
Your Directors have pleasure in presenting the 3rd Annual Report of the Companyand the audited Annual Accounts for the year ended 31st March 2018.
1. FINANCIAL RESULTS AND APPROPRIATION OF PROFITS:
| || ||(Amount in Rs.) |
| ||Current Year ||Previous Year |
| ||2017-2018 ||2016-2017 |
|Revenue from Operations ||53601344 ||18838962 |
|Other Income ||610035 ||81389 |
|Total Revenues ||54526502 ||18920351 |
|Profit before Interest & Depreciation ||(35875215) ||(27143418) |
|Less: Interest ||34936 ||54309 |
|Less : Depreciation and Amortization ||1264143 ||523055 |
|Profit/Loss before Tax ||(37174294) ||(27720782) |
|Less: Current Tax ||- ||- |
|Less : Tax Adjustment for earlier years ||- ||- |
|Less: Deferred Tax ||-157070 ||157070 |
|Profit/Loss after Tax ||(37017224) ||(27877852) |
2. STATE OF COMPANY*S AFFAIRS BUSINESS OVERVIEW AND FUTURE OUTLOOK
During the year under review your Company has recorded Revenue from Operations ofRs.53601344/- as compared to that of last year of Rs.18838962/-.
The Company has incurred Loss of Rs.37017224/- as compared to the loss ofRs.27877852/- for the corresponding previous year after making provision for taxation.
Barring unforeseen circumstances further improvement in sale and profitability isexpected in the current year in view of continued efforts being made. Further your companyis taking effective steps to strengthen the profitability and financial soundness of theCompany.
During the year under review there were no changes in Company's nature of business.
3. CONSOLIDATION OF FINANCIAL STATEMENT:
The Statement containing salient features of the financial statements of the Associateand Joint Venture Company in the prescribed format i.e. AOC-1 is appended as an Annexure -A* to the Board's Report.
The Highlight of Performance of Associate Company
Madworks Ventures Private Limited and Joint Venture
Fortigo Network Xelpmoc Private Limited are as under:
The Associate Company has recorded Revenue from Operation of Rs. 116827/- as comparedto that of last year of Rs.29506/- and incurred net loss of Rs.1196866/- as compared tothe loss of Rs.516638/- for the corresponding previous year and where as the JointVenture Company has recorded Revenue from Operation of Rs. 11025000/- and earned netprofit to the tune of Rs.809659/-. The share of the Company into the profit and reserveof the said Associate Company and Joint Venture has been provided in the prescribed formati.e. AOC-1 and the Consolidated Financial Results represent those of the Company and itsAssociate Company and Joint Venture. The Company has consolidated its results based on theSchedule III of the Companies Act 2013 and Accounting Standards issued by the Instituteof Chartered Accountants of India (ICAI) in respect of Consolidation of FinancialStatements (AS-21).
The line of the business of the Company and its Associate and Joint Venture Company aredifferent however the share of profit and reserve has been provided in the ConsolidatedFinancial Statement hence the financial growth of the Company to extent of such share inthe Associate and Joint Venture Company have been captured in the Consolidated FinancialStatement.
4. SHARE CAPITAL
The Authorised Share Capital of the Company has been increased fromRs.50000000/- (Rupees Five Crores Only) divided into 5000000 (Fifty Lakhs) EquityShares of Rs.10/- (Rupees Ten Only) each to Rs.110000000/- (Rupees Eleven Crores Only)divided into 11000000 (One Crore Ten Lakhs) Equity Shares of Rs.10/- (Rupees Ten Only)each during the year under review.
The Paid-Up Share Capital of the Company has been increased fromRs.48749980/- to Rs.65171320/- during year under review. The details of changes areas follows:
> The Company has issued and allotted 537930 Equity Shares of Rs.10/- each at apremium of Rs.19/- per share by way of Right Issue to the existing equity shareholders ofthe Company on 20th May 2017.
> The Company has issued and allotted 311239 Equity Shares of Rs.10/- each at apremium of Rs.19/- per share on the preferential allotment basis on 7th July 2017.
> The Company has issued and allotted 454065 Equity Shares of Rs.10/- each at apremium of Rs.77/- per share on the preferential allotment basis on 15th November 2017.
> The Company has issued and allotted 338900 Equity Shares of Rs.10/- each at apremium of Rs.80/- per share on the preferential allotment basis on 30th January 2018.
The Company has not issued any equity shares with differential rights as todividend voting or otherwise during the period under review.
The Company has not issued any sweat equity shares to its directors oremployees during the period under review.
5 TRANSFER TO RESERVES
The Company has incurred loss during the year under consideration; hence no amountcould be transferred to general reserves.
6. BOARD MEETINGS
During the period under review 17(Seventeen) Board of Directors Meetings were held on18th April 2017 9th May 2017 13th May 2017 20h May 2017 31st May 2017 27thJune 2017 7th July 2017 25th July 2017 4th September 2017 13th September 201714th October 2017 26th October 2017 15th November 2017 26th December 2017 18thJanuary 2018 30th January 2018 and 6th March 2018 after giving proper notices to ailthe directors and the proceedings of the Board Meetings and the resolutions passed thereathave been duly recorded in the Minutes Book maintained for the purpose.
The details of Director's attendance at Board Meetings are as follows
|Sr No. ||Name of the Director ||No. of Board Meeting Attended ||Whether Present at AGM held on 29th September 2017 |
|1. ||Mr. Sandipan Chattopadhyay ||17 ||Yes |
|2. ||Mr. Raiesh Dembla* ||7 ||Not Applicable |
|3. ||Mr. Srinivas Koora ||17 ||Yes |
|4. ||Mr. Jaison Jose ||17 ||Yes |
|5. ||Mr. Vishal Chaddha** ||7 ||Yes |
During the year under review Mr. Rajesh Dembla resigned from Directorship of theBoard w.e.f. July 26 2017.
**Mr. Vishal Chaddha who was appointed as an Additional Director of the Company w.e.f.September 13 2017 and further his appointment was confirmed as a Director of the Companyin the Annual General Meeting held on September 29 2017.
7. DETAIL OF SUBS1DIAR1ES/JOINT VENTURES /ASSOCIATE COMPANIES
The details of Associate Company and Joint Venture are annexed in Form AOC-1 as an Annexure-A'.
During the year under review Fortigo Network Xeipmoc Private Limited became JointVenture and Madwork Venture Private Limited became Associate Company where as IFTOSIJewels Private Limited ceased as a Associate Company. The Company did not have anysubsidiary company since its inception hence the requisite information could not beprovided.
8. DISCLOSURE ON EMPLOYEE STOCK OPTION/PURCHASE SCHEME
Durinq the year under review the Company has not issued or offered any shares underany Employee Stock Option/Purchase Scheme and also does not have any plans to introducethe same.
9. EXTRACT OF ANNUAL RETURN
Pursuant to sub-section 3(a) of Section 134 and sub-section (3) of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 the Extract of the Annual Return in Form MGT-9 prepared as at March 312018 is forming pa of this report as an Annexure-B.
During the year under review the Company has not accepted any deposits within themeaning of Chapter V of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 hence there is no details to disclose as required under Rule8(5)(v) and (vi) of the Companies (Accounts) Rules 2014.
17. DIRECTORS & KEY MANAGERIAL PERSONNEL
In terms of the provisions of the Companies Act 2013 and rules framed thereunder andpursuant to the Articles of Association of the Company. Mr. Srinivas Koora (DIN07227584) Director shall retire by rotation and being eligible offers himself forre-appointment. The Board recommends his re-appointment at the ensuing Annual GeneralMeeting.
During the year under consideration following changes has been occurred:
Mr. Vishal Chaddha was appointed as an Additional Director of the Companyw.e.f. September 13 2017 and who has been further regularized as a Director of theCompany in the Annual General Meeting held on September 29 2017.
Mr. Jaison Jose who was appointed as Additional Director of the Company witheffect from 9th March 2017 and his tenure was till the date of forthcoming AGM has beenappointed as Director at the EGM held on 13th May 2017.
Mr. Rajesh Dembla has resigned from the Directorship of the Company w.e.f. July26 2017.
Mr. Abhay Kadam was appointed as a Company Secretary KMP of the Company w.e.f.December 1 2017.
The Company has received declarations/confirmations from each Independent Directorsunder section 149(7) of the Companies Act 2013.
18. DIRECTOR RESPONSIBILITY STATEMENT
In terms of provisions of Section 134(5) of the Companies Act 2013 your Directorsconfirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) 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 and ofthe profit and loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis; and
(e) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
19. AUDITORS AND AUDITORS REPORT
M/s. Venu & Vijay CO. Chartered Accountants the existing Auditors of theCompany who has resigned from the Company with effect from 4th April 2018 andM/s. JHS & Associates LLP Chartered Accountants appointed as StatutoryAuditor of the Company at Extra-Ordinary General Meeting held on 30th April 2018to fill up the vacancy caused by the resignation of M/s. Venu & VijayCO. Chartered Accountants until the conclusion of the forthcoming Annual GeneralMeeting of the Company.
Your Directors recommend the appointment of the M/s. JHS & Associates LLPChartered Accountants as the Statutory Auditors of the Company to hold the saidOffice for the period of 5 years from the conclusion of ensuing 3rd Annual General meetingtill the conclusion of 8th Annual General meeting of the Company on such remuneration asmay be mutually decided by the Board of Directors or committee thereof and StatutoryAuditors.
The Statutory Audit Report does not contain any qualification reservation or adverseremark or disclaimer; hence do not call for any comments from the Board of the Company.
20. REPORTING OF FRAUDS BY AUDITORS
During the year under review the Statutory Auditor has not reported any instances offraud committed against the Company by its officers or employees under section 143(12) ofthe Companies Act 2013.
21. DETAILS OF MATERIAL CHANGES AND COMMITMENTS
The material changes and commitments affecting the financial position of the Companywhich has occurred between the ends of the financial year of the Company i.e. March 312018 and the date of Directors' Report i.e. July 23 2018 as follows:
Allotment of 65999 equity shares of Rs.10/- each at premium of Rs.80/- pershare by way of Preferential Allotment basis on 14th May 2018.
The Authorised Share Capital of the Company has been increased fromRs.110000000/- (Rupees Eleven Crores Only) divided into 11000000 (One Crore TenLakhs) Equity Shares of Rs.10/- (Rupees Ten Only) each to Rs.150000000/- (RupeesFifteen Crores Only) divided into 15000000 (One Crore Fifty Lakhs) Equity Shares ofRs.10/- (Rupees Ten Only) each
The Company was converted into a public limited company pursuant to a specialresolution passed by Shareholders on July 2 2018 and the name of Company was changed toXelpmoc Design and Tech Limited'. Consequently a fresh certificate of incorporationconsequent upon change of name upon conversion into public company was issued by the ROCBengaluru on July 202018.
The Company is in planning to undertake Initial Public Offering (IPO) of EquityShares of the Company and the same has been approved by the Board at its meeting held on23nd July 2018.
22. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
During the year under review there were no significant and material orders passed bythe regulators/courts/tribunais which may impact the going concern status and theCompany's operations in future.
23. PREVENTION OF SEXUAL HARASSMENT
Your Company is fully committed to uphold and maintain the dignity of every womenworking in the Company and has zero tolerance towards any actions which may fall under theambit of sexual harassment at work place.
The policy framed pursuant to the legislation 'Prevention Prohibition and Redressal ofSexual Harassment of Women at Workplace Act 2013 read with Rules framed there under maybe viewed at www.xelpmoc.in.
The Company has also constituted the Internal Complaints Committee as per SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. TheCompany has not received any complaint during the year under review.
24. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNING AND OUTGO
The information required under Section 134(3) (m) of the Companies Act 2013 read withthe Rule 8(3) of the Companies (Accounts) Rules 2014 with respect to these matters issubmitted as an Annexure-D hereto.
25. COMPLIANCES OF SECRETARIAL STANDARD OF ICSI
The Company has complied with the Secretarial Standards on Meeting of the Board ofDirectors (SS-1) and General Meetings (SS-2) specified by the Institute of CompanySecretaries of India (ICSI).
26. INTERNAL FINANCIAL CONTROL SYSTEM
The Company has in place adequate standards process and structures to implementinternal financial control with reference to financial statements commensurate with thesize and nature of business of the Company.
Your Directors take the opportunity to express our deep sense of gratitude to allusers vendors Government and non-governmental agencies and bankers for their continuedsupport in Company's growth and took forward to their continued support in the future.
Your Directors would also like to express their gratitude to the shareholders forreposing unstinted trust and confidence in the management of the Company.
| || |
For & on behalf of the Board of Director of
| || |
Xelpmoc Design and Tech Limited
|Place : Mumbai ||Mr. Sandipan Chattopadhyay ||Sir. Jaison Jose |
|Date : 23-07-2018 ||Managing Director ||Whole-time Director |
| ||DIN 00794717 ||DIN 07719333 |