To,
The Members
Your Directors are pleased to present their Twenty Ninth Annual Report and the Audited
Statement of Accounts for the year ended 31st March, 2018.
1. Financial Results:
| Particulars |
2017-18 |
2016-17 |
|
(Amount in INR) |
| Turnover |
- |
10,066,485 |
| Less: Expenses |
1,980,118 |
11,447,181 |
| Profit before Depreciation /Amortization (PBTDA) |
(1,980,118) |
(1,380,696) |
| Less : Depreciation |
230,944 |
- |
| Net Profit before Taxation (PBT) |
(2,211,062) |
(1,380,696) |
| Provision for taxation |
- |
- |
| Profit/(Loss) after Taxation(PAT) |
(2,211,062) |
(1,380,696) |
| Provision for proposed Dividend |
- |
- |
| Dividend Tax |
- |
- |
2. Performance:
During the financial year under review, the Company did not have any turnover due to no
business as against the previous years revenues of Rs. 10,066,485. Your Company has
registered the net loss of Rs. 2,211,062 as compared to net loss of Rs. 1,380,696 during
the previous year.
3. Dividend:
Your Directors feel that it is prudent to plough back the profits for future growth of
the Company and do not recommend any dividend for the year ended March 31, 2018.
4. Issue of Shares:
During the year under review, there has been no further issue or reduction or
consolidation of the equity share capital of the Company.
5. Risk Management Policy:
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis. The
Companys internal control systems are commensurate with the nature of its business and
the size and complexity of its operations. These are routinely tested and certified by
Statutory as well as Internal Auditors.
6. Internal Financial Controls with reference to Financial Statements:
The Company has in place adequate internal control with reference to financial
statements. The Board has adopted the policy and procedures for ensuring the orderly and
efficient conduct of its business, including adherence to the Companys policies,
safeguarding of its assets, the prevention and detection of errors and fraud, the accuracy
and completeness of the accounting records.
7. Directors Responsibility Statement:
Pursuant to Section 134(3)(c) of the Companies Act, 2013, your directors confirm that:
a) in the preparation of the annual accounts for the year ended March 31, 2018, the
applicable accounting standards have been followed along with proper explanation relating
to material departures, if any;
b) such accounting policies have been selected and applied consistently and judgment
and estimates have been made that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at March 31, 2018 and of the profit of the
Company for the year ended on that date;
c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
d) the annual financial statements have been prepared on a going concern basis;
e) Proper internal financial controls were in place and that the financial controls
were adequate and were operating effectively.
f) systems to ensure compliance with the provisions of all the laws were in place were
adequate and operating effectively
8. Details of establishment of vigil mechanism for director and employees:
The Company had adopted a Whistle Blower Policy ("the Policy") as required
under Section 177(9) of the Companies Act, 2013. The Policy has been formulated with a
view to provide a mechanism for directors and employees of the Company to approach the
Ethics Counsellor/Chairman of the Audit Committee of the Company in case of any concern.
The Whistle Blower Policy may be accessed on the Companys website at the link:
www.artechpower.com
9. Directors and Key Managerial Personnel:
During the financial year under review, the changes that occurred in the composition of
the Board & Key Managerial Person (KMP) are as follows:
a) Mr. Hiten Shah (DIN: 05267139) resigned from the Board w.e.f July 3, 2017.
b) Mr. S. K. Radhakrishnan (DIN: 06477373) resigned from the Board w.e.f. June 16,
2017.
c) Ms. Darshana Lanjewar has been appointed as an Additional Director on the Board
w.e.f. May 29, 2017 subject to the approval of shareholder at the ensuing AGM.
d) Ms. Dipti Mehta has been appointed on the Board as Additional Director from August
12, 2017 subject to the approval of shareholder at the ensuing AGM.
e) Ms. Alka Lanjewar has been appointed on the Board as Additional Director from August
12, 2017 subject to the approval of shareholder at the ensuing AGM.
f) Ms. Jheel Shah has been appointed as Company Secretary & Compliance Officer from
August 12, 2017
g) Mr. Abhishek Chhag has resigned as the Company Secretary and Compliance Officer
w.e.f. close of business hour on August 12, 2017
h) Mr. Abhishek Jain (DIN: 07271912) resigned from the Board w.e.f. December 18, 2017
as the Managing Director of the Company.
i) Mr. Nilesh Mehta (DIN: 00139243) was appointed on the Board w.e.f December 18, 2017
as the Managing Director of the Company subject to approval at the ensuing AGM.
• Post financial year, the changes that occurred in the composition of the Board
are as follows:
j) Ms. Dipti Mehta (DIN: 05267139) resigned from the Board as the Director w.e.f August
18, 2018.
None of the Directors are disqualified for being appointed as the Director of the
Company in terms of Section 164 of the Companies Act, 2013. The Company has received
declarations from Independent Directors of the Company stating that they meet the criteria
of independence as mentioned under Section 149(6) of the Companies Act, 2013.
Performance Evaluation of the Board, Committees and Director
Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of SEBI
(Listing Obligation and Disclosure Requirement) Regulation, 2015, the Board has carried
out an evaluation of its own performance, performance of Individual Directors and the
working of its Committees.
The Director made a self-assessment of their effectiveness in terms of attendance,
contribution at Meetings and guidance/support extended to the Management outside
Board/Committee Meetings. The feedback received from the Directors was discussed and
reviewed by the Independent Directors and also shared with Nomination and Remuneration
Committee.
Number of Meetings of the Board:
A calendar of meeting is prepared and circulated in advance.
During the year under review, six meeting of the board of Directors were convened. The
details of which are given in the Corporate Governance Report. The intervening gap between
any two meetings was within the period prescribed by the Companies Act, 2013.
Committee of the Board:
The details of the Board committees are available in the report on corporate governance
that forms part of this Annual Report.
10. Contracts or Arrangements with Related Parties:
During the year under review, the Company has not entered into any contract/arrangement
/transaction with related parties. The Policy on materiality of related party transactions
and dealing with related party transactions as approved by the Board may be accessed on
the Companys website at the link: www.artechpower.com
11. Particulars of Loans given, Investments made, Guarantees given and Securities
provided:
There were no loans, guarantees and investments made by the company under Section 186
of the Companies Act, 2013 during the year under review.
12. Particulars of Employees:
During the financial year under review, there are no employees who comes within the
purview of Section 134 (3)(q) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Disclosure relating to remuneration and other details as required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rule, 2014 is annexed herewith as “Annexure
A” to this report.
13. Statutory Auditor:
M/s Vishves A. Shah & Co. were appointed as Statutory Auditors of the Company to
hold office from the conclusion of the 25th Annual general meeting (AGM) until
the conclusion of AGM to be held in the year 2018, subject to ratification at every AGM.
The retiring auditors have furnished their eligibility certificate u/s 139 of the
Companies Act, 2013 and rules famed thereunder to be re-appointed as the auditor of the
Company from the conclusion of the 29th Annual General Meeting to hold office
till the conclusion of 34th Annual General Meeting to be held in the year 2023.
The Auditors Report does not contain any qualification, reservation or adverse remark.
14. Secretarial Auditor:
Mr. Kaushal Doshi, the Practicing Company Secretary was appointed as Secretarial
Auditor to undertake Secretarial Audit of the Company for the year 2017-18. His
Secretarial Audit Report, in prescribed Form No. MR-3, is annexed herewith as "Annexure
B" to this report.
The Secretarial Audit Report does not contain any qualification reservation or adverse
remark.
15. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings &
Outgo:
The information as required under Section 134(3)(m) of the Companies Act,2013 with
respect to conservation of energy, technology absorption and foreign exchange earnings and
outgo is not applicable for the year under review as the Company was down with losses and
there were no production activities.
16. Extract of Annual Return:
The details forming part of the extract of the Annual Return in form MGT-9 is annexed
herewith as “Annexure C” to this report.
17. Corporate Governance:
The Company is committed to maintain the highest standards of corporate governance and
adhere to the corporate governance requirements set out by SEBI. The report on Corporate
Governance as stipulated under the Listing Agreement forms an integral part of this Report
and is annexed herewith as “Annexure D” to this report. The requisite
certificate from the Auditors of the Company confirming compliance with the conditions of
corporate governance to the report on Corporate Governance.
18. Management Discussion and Analysis Report:
In compliance with the requirements of listing agreement, a detailed Management
Discussion & Analysis Report is annexed herewith as “Annexure E” to
this report.
19. Clarification on Secretarial Auditors Report:
The Chairman on receipt of Secretarial Auditors Report had tabled the same before the
Board. The Board read and discussed the Noting of Secretarial Auditor and clarified the
same as below.
a. Directors Retiring by Rotation at the Annual General Meeting
The Company hereby gives clarification on the statutory item in the Notice
"Directors Retiring by Rotation". "Due to the resignation of Directors
during the year the Companys Board Composition had only Independent Directors and a
Managing Director. However, considering the above facts, the Company has not considered
any director to retire by rotation at the 29th Annual General Meeting. Further,
the company is not in a position to comply with the provision of Section 152 (6) of the
Companies Act, 2013."
20. General:
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
a. Details relating to deposits covered under V of the Companies Act, 2013.
b. Issue of equity shares with differential right as to dividend, voting or otherwise.
c. Issue of Shares (Including sweat equity shares) to employees of the Company under
any scheme save and except ESOS referred to in this Report.
d. No significant or material order were passed by the regulators or courts or
tribunals which impact the going concern status and the Companys operation in future.
e. There were no cases filed pursuant to the Sexual Harassment of Women at Workplace
Prevention, Prohibition and Redressal) Act, 2013.
f. The provision of Corporate Social Responsibility are not applicable to the Company.
g. Change of Registered Office:
The Company has received approval from Registrar of Companies & Regional Director
for shifting registered office from 53/333E, Top Floor, Arden IVY Court, Opp. Reliance
Fresh, off. S. C. Bose Road, Vyttila, P.O., Cochin, Ernakulum, Kerala 682 019 to 101-104,
1st Floor, Tower A, Peninsula Corporate Park, G. K. Road, Lower Parel west, Mumbai-400013,
Maharashtra with effect from June 09, 2016.
21. Acknowledgement:
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the customers, vendors and members during the year under
review. Your directors also wish to place on record their deep sense of appreciation for
the committed services by the Companys executives, staff and workers.
|
For ARTECH POWER & TRADING LIMITED |
|
(Formerly Known as Artech Power Products Limited) |
|
Sd/- |
|
Nilesh Mehta |
| Place: Mumbai |
Chairperson & Managing Director |
| Date: August 18, 2018 |
DIN: 00139243 |
+91-9892691696
