To
The Members,
ACHAL INVESTMENTS LIMITED
Your Directors have pleasure in presenting before you the 29th Annual Report
of the Company together with the Audited Statements of Accounts for the year ended 31st
March, 2019.
FINANCIAL RESULTS
The summarized financial performance of the Company for the years 2018-19 and 2017-18
is given below:
|
|
|
(Amt in Rs.) |
| S. No. |
Particulars |
2018-19 |
2017-18 |
| 1. |
Total Income/Loss |
52,29,615.00 |
9,062,559.00 |
| 2. |
Less: Total Expenses |
50,20,108.69 |
8,681,136.28 |
| 3. |
Profit Before Tax |
2,09,506.31 |
381,422.72 |
| 4. |
Profit/Loss after Tax |
1,54,902.31 |
339,827.72 |
FINANCIAL PERFORMANCE
During the year under review, the Company’s income is Rs. 52.29 Lacs as against
income of Rs. 90.62 Lacs in 2017-18.
DIVIDEND
To plough back the profits in to the business activities, no dividend is recommended
for the financial year 2018-19.
CHANGE IN THE SHARE CAPITAL STRUCTURE
During the period under review there is no change in the Share Capital Structure of the
Company. The Authorized Share Capital as on March 31, 2019 is Rs. 70,025,000 (Rupees Seven
Crores and Twenty Five thousands only) (70,025,000 shares of Rs.1/each)
CHANGE IN THE NATURE OF BUSINESS
During the year, the Company has not changed its nature of business.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH
THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
There have been no material changes and commitments which can affect the financial
position of the Company occurred between the end of the financial year of the Company and
date of this report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Company has a formal system of internal control testing which examines both the
design effectiveness and operational effectiveness to ensure reliability of financial and
operational information and all statutory / regulatory compliances. The Company has a
strong monitoring and reporting process resulting in financial discipline and
accountability.
RISK MANAGEMENT POLICY
Although the company has been following the principle of risk minimization as is the
norm in every industry, it has now become a compulsion.
Therefore, in accordance with Companies Act, 2013, the Board members were informed
about risk assessment and minimization procedures after which the Board formally adopted
steps for framing, implementing and monitoring the risk management plan for the company.
The main objective of this policy is to ensure sustainable business growth with
stability and to promote a pro-active approach in reporting, evaluating and resolving
risks associated with the business. In order to achieve the key objective, the policy
establishes a structured and disciplined approach to Risk Management, in order to guide
decisions on risk related issues.
In today’s challenging and competitive environment, strategies for mitigating
inherent risks in accomplishing the growth plans of the Company are imperative. The common
risks inter alia are: Regulations, competition, Business risk, Technology obsolescence,
Investments, retention of talent and expansion of facilities. Business risk, inter-alia,
further includes financial risk, political risk, fidelity risk, legal risk. As a matter of
policy, these risks are assessed and steps as appropriate are taken to mitigate the same.
PARTICULARS OF EMPLOYEES AND OTHER DISCLOSURE
The prescribed particulars of Employees required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed herewith as Annexure to this Report.
The information required pursuant to Section 197(12) read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Employees of the Company, will be provided on request. In terms of Section 136 of the Act,
the reports and accounts are being sent to the members and others entitled thereto,
excluding the information on employees particulars mentioned in rule 5(2) of the said rule
which is available for inspection by the Members at the Registered Office of the Company
during the business hours on working days of the Company upto the date of ensuing Annual
General Meeting. If any Member is interest in inspecting the same, such Member may write
to the Compliance officer in advance.
DEPOSITS
The Company has not accepted deposit from the public falling within the ambit of
Section 73 of the Companies Act, 2013 and The Companies (Acceptance of Deposits) Rules,
2014. No amount of principal or interest was outstanding as on the date of Balance Sheet.
NAME OF THE COMPANIES WHICH HAVE BEEN BECOME OR CEASED TO BE ITS SUBSIDIARIES AND
ASSOCIATE COMPANIES DURING THE YEAR
Since the Company has no subsidiaries as on 31st March, 2019, provision of
section 129 of the Companies Act, 2013 is not applicable.
STATE OF COMPANY AFFAIRS:
The Company is complying with all the applicable laws and provisions and there is no
adverse action against the business operations of the Company.
STATUTORY AUDITORS
M/s. G.P.KESHRI & ASSOCIATES, Chartered Accountants (Firm Registration number
017251N) has been re-appointed as Statutory Auditors for a term of 5 consecutive years
from the conclusion of the 27th Annual General Meeting till conclusion of 30th
AGM of the Company.
The Company has received a letter from M/s. G.P.KESHRI & ASSOCIATES, Chartered
Accountants (Firm Registration number 017251N) to the effect that their appointment if
made, would be within the limits as prescribed under Sec 141 of the Companies Act,2013.
AUDITORS’ REPORT
The Notes on Financial Statements referred to in the Auditors’ Report are
self-explanatory and therefore, in the opinion of the Directors, do not call for further
comments.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in form no. MGT 9 has been annexed to the Report, as
Annexure-1.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 314(3) (m) of the Companies
Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 in respect of
Conservation of Energy and Technology Absorption have not been furnished considering the
nature of activities undertaken by the Company during the year under review.
There was no foreign exchange earning & outgo during the financial year under
review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
During the year under review, the Company is not required to comply with the provisions
related to Corporate Social Responsibility on the basis of its financial statement.
DIRECTORS & COMMITTEES:
a) Changes in Directors and Key Managerial Personnel
During the year under review no changes has been occurred in the Directors and Key
Managerial Personnel.
b) Declaration by an Independent Director (s) and re- appointment, if any
All Independent Directors have given declaration that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, and Listing
Agreement.
c) Formal Annual Evaluation of Board
Pursuant to the provisions of companies Act, 2013, the Board has carried out annual
performance evaluation of its own performance, the directors individually as well the
evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder
Relation committee. The manner in which the evaluation has been carried out has been
explained in Corporate Governance Report.
SEXUAL HARASSMENT:
The Company has zero tolerance for Sexual Harassment at workplace and has adopted a
Policy on prevention of Sexual Harassment in line with the provisions of Sexual Harassment
of Woman at
Workplace (Prevention, Prohibition and Redressed) Act, 2013 and the Rules made there
under. There was no complaint on sexual harassment during the year under review.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
a. BOARD MEETINGS
During the year Six Board Meetings were convened and held. The details of which are
given below. The intervening gap between the Meetings was within the period prescribed
under the Companies Act, 2013.
| S. No. |
Date of Meeting |
Total No. of Directors on the Date of Meeting |
No. of Directors attended |
| 1. |
30.05.2018 |
4 |
4 |
| 2 |
10.08.2018 |
4 |
4 |
| 3 |
24.08.2018 |
4 |
4 |
| 4 |
25.10.2018 |
4 |
4 |
| 5 |
01.01.2019 |
4 |
4 |
| 6 |
12.02.2019 |
4 |
4 |
COMPOSITION AND MEETINGS OF AUDIT COMMITTEE
The Composition and terms of reference of the Committee satisfy the requirements
Section 177 of the Companies Act, 2013. Audit Committee met 4 times during the financial
year 2018-19 on 30.05.2018, 10.08.2018, 25.10.2018 and 12.02.2019 and following is the
composition as on 31st March, 2019:
| Name of Member |
Designation |
Category |
| Ms. Sarita Devi |
Chairperson |
Non Executive and Independent Director |
| Mr. Sushil Kumar |
Member |
Non Executive and Non Independent Director |
| Mr. Raja Tirkey |
Member |
Non Executive and Independent Director |
COMPOSITION AND MEETINGS OF STAKEHOLDER RELATION COMMITTEE
The Composition and terms of reference of the Committee satisfy the requirements
Section 178 of the Companies Act, 2013. The Committee met 4 times during the financial
year 2018-19 on 30.05.2018, 10.08.2018, 25.10.2018 and 12.02.2019 and following is the
composition as on 31st March, 2019:
| Name of Member |
Designation |
Category |
| Ms. Sarita Devi |
Chairperson |
Non Executive and Independent Director |
| Mr. Sushil Kumar |
Member |
Non Executive and Non Independent Director |
| Mr. Raja Tirkey |
Member |
Non Executive and Independent Director |
NOMINATION & REMUNERATION COMMITTEE & ITS POLICY
The Company has duly constituted Nomination and Remuneration Committee to align with
the requirements prescribed under the provisions of the Companies Act, 2013.
The details of the Composition of the Nomination and Remuneration Committee are given
below:
| Name of Member |
Designation |
Category |
| Ms. Sarita Devi |
Chairperson |
Non Executive and Independent Director |
| Mr. Sushil Kumar |
Member |
Non Executive and Non Independent Director |
| Mr. Raja Tirkey |
Member |
Non Executive and Independent Director |
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
During the year, as per Section 177(9) read with Rule 7(1) of The Companies (Meeting of
Board and its Powers) Rules, 2014, Company is required to establish a Vigil Mechanism for
its Directors and employees. In order to ensure that the activities of the Company and its
employees are conducted in a fair and transparent manner by adoption of highest standards
of professionalism, honesty, integrity and ethical behavior the company has adopted a
vigil mechanism policy. This policy is explained in corporate governance report and also
posted on the website of company.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year, Company has not provided Loans, Guarantees and Investments covered
under the provisions of Section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company has no material significant transactions with its related parties which may
have a potential conflict with the interest of the Company at large. The details of
transactions with the Company and related parties are given for information under notes to
Accounts.
MANAGERIAL REMUNERATION POLICY
Provisions relating to Managerial Remuneration as per Section 197 read with Rule 5 of
The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 The Board
has on the recommendation of the Nomination & Remuneration Committee framed a Policy
for Selection and appointment of Directors, Senior management and their Remuneration.
SECRETARIAL AUDIT REPORT AND EXPLANATION TO THE QUALIFICATIONS REPORTED IN THE REPORT
Provisions relating to Secretarial Audit as per Section 204 read with Rule 9 of The
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company
has appointed M/s. Abhishek Sharma & Associates, Company Secretaries,
(Certificate of Practice No. 19453) to undertake the Secretarial audit of the Company for
the Financial Year 2018-19 and the report is attached herewith.
Qualifications on Secretarial Audit Report
With reference to the qualifications, we wish to explain that the Management of the
company will keep timely informed to the exchange and timely compliance with SEBI (LODR)
Regulations, 2015 in future. The Company Secretary was appointed w.e.f 01st
January, 2019. The Management of the company will also ensure timely compliance with
Registrar of Companies, NCT of Delhi & Haryana.
Details of significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and company’s operations in future
No significant and material orders have been passed by the regulators or courts or
tribunals, impacting the going concern status and company’s operations in future.
AUDIT OBSERVATIONS
Auditors’ observations are suitably explained in notes to the Accounts and are
self-explanatory.
HUMAN RESOURCES
There are no employees as on date on the rolls of the Company who are in receipt of
Remuneration which requires disclosures under Section 134 of the Companies Act, 2013 and
Companies (Particulars of Employees) Rules, 1975.
During the year under review, relationship with the employees is cordial.
DIRECTORS’ RESPONSIBILITY STATEMENT
The Directors’ Responsibility Statement referred to in clause (c) of
sub-section (3) of Section 134 of the Companies Act, 2013, shall state that -
(a) In the preparation of the annual accounts, the applicable accounting standards
had been followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and prudent so as to
give a true and fair view of the state of affairs of the company at the end of the
financial year and of the profit and loss of the company for that period;
(c) The directors had taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this Act for safeguarding
the assets 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 laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
(f) The directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
ACKNOWLEDGEMENT
Directors take this opportunity to express their thanks to various departments of the
Central and State Government, Bankers, Material Suppliers, Customers and Shareholders for
their continued support and guidance.
The Directors wish to place on record their appreciation for the dedicated efforts put
in by the employees of the Company at all levels.
|
|
BY ORDER OF THE BOARD OF DIRECTORS |
|
|
ACHAL INVESTMENTS LIMITED |
|
Sd/- |
Sd/- |
| Place: New Delhi |
Raja Tirkey |
Sushil Kumar |
| Date: 29/08/2019 |
Director |
Director |
|
DIN: 07551561 |
DIN: 06842369 |
|
H. No 10, Pokhra, Madhukam |
25/438, Block-25 |
|
Jharkhand 834005 |
Trilok Puri, Delhi - |
|
|
110091 |
+91-9892691696
