Dear Members
Your Directors have pleasure in presenting the 24th Annual Report of your
Company together with the Audited Financial Statements for the financial year ended 31st
March, 2018.
1. Financial Highlights
Financial Summary and performance Highlights of your Company, for the financial year
ended 31st March, 2018,are as follows:
|
(Rs.in lakhs) |
| PARTICULARS |
Year ended 31.03.2018 |
Year ended 31.03.2017 |
| Revenue from operations |
382.97 |
306.83 |
| Other Income |
36.59 |
39.76 |
| Total Income |
419.56 |
346.60 |
| Total Expenditure |
408.89 |
321.48 |
| Profit/ (Loss) Before exceptional items & tax |
11.24 |
25.11 |
| Exceptional items (write-off of investment/ bad debts/ loans) |
- |
- |
| Profit Before Tax |
11.24 |
11.24 |
| Tax Expenses |
(137.58) |
35.23 |
| Profit after tax |
148.78 |
(12.88) |
| Paid-up Share Capital |
1302.00 |
1302.00 |
| Reserves and Surplus (excluding revaluation reserve) |
(552.70) |
(701.49) |
2. Consolidated Financial Statements
As per Regulation 33 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing
Regulations")and applicable provisions of the Companies Act, 2013 read with the
Rules issued thereunder, the Consolidated Financial Statements of the Company for the
financial year 2017-18 have been prepared in compliance with applicable Accounting
Standards and on the basis of audited financial statements of the Company and its
subsidiaries as approved by the respective Board of Directors.
The Consolidated Financial Statements together with the Auditors Report for part of
this Annual Report.
3. Year in Retrospect
During the year under review, total income of the Company was Rs. 419.56 lakhs as
against Rs. 346.60 lakhs in the previous year. The profit before tax for the year 2017-18
was Rs. 11.24 lakhs. Your Directors are puffing in their best efforts to improve the
performance of the Company.
4. Reserves & Surplus
The net movement in the major reserves of the Company for FY 2017-18 and the previous
year are as follows:
|
|
(Rs. In lakhs) |
| Particulars |
FY 2017-18 |
FY 2016-17 |
| Securities Premium Account |
1838.00 |
1838.00 |
| Debenture Redemption Reserve |
0.00 |
0.00 |
| Profit & Loss A/c |
(2390.71) |
(2539.49) |
| Total |
(552.71) |
(701.49) |
5. Change of control of management
After the closed of the financial year; the entire management control over the Company
has been acquired by Mr. Amarjit Singh Kalra from the old promoters. Mr. Amarjit Singh
Kalra has already completed those formalities pursuant to the provisions of the SEBI
(Substantial Acquisition of shares and Takeovers) Regulations, 2011.
6. Public deposits
During the financial year 2017-18, your Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies
(Acceptance of Deposits) Rules, 2014.
7. Material Changes after the close of the financial year affecting the financial
position of the Company
Save as mentioned elsewhere in this Report, except change of name of Company from
"Aurum Soft Systems Limited" to "Five Core Exim Limited" no material
changes and commitments affecting the financial position of the Company have occurred
between the close of the financial year of the Company - 31st March, 2018 till
the date of this Board Report.
8. Dividend
Your Company did not declare any dividend during and in the end of financial year ended
31st March, 2018. There is no proposal for payment of any dividend in the
ensuing Annual General Meeting.
9. Subsidiaries/ Joint Ventures/ Associates
As at March 31, 2018, your Company has one subsidiary namely, Dicetek (Sing) Pte
Limited, Singapore. It is engaged in the business of providing IT Services and Consulting.
As required under the Listing Agreements entered into with the Stock Exchanges and
Section 129(3) of the Companies Act 2013, the Company has prepared the consolidated
financial statement of the Company and its subsidiary, which forms part of this Annual
Report. The consolidated financial statements have been prepared in accordance with the
relevant accounting standards as prescribed under Section 133 of the Companies Act, 2013.
A statement containing the salient features of the financial statement of the
subsidiaries in the prescribed format AOC-1 is attached to the standalone financial
statements of the Company. The statement also provides the details of performance,
financial positions of the subsidiary. In accordance with Section 136 of the Companies
Act, 2013, the audited financial statements, including the consolidated financial
statements and related information of the Company and audited accounts of each of its
subsidiarie. These documents will also be available for inspection during business hours
at the registered office of the Company.
10. Change in the nature of business
Basic nature of business of your Company remains same and there is no change in
business. However, your Company is diversifying from predominantly being into Industrial
Infra to Urban Infra. In view of new emerging business opportunities in the same line of
business, in which your company operates, it is proposed to supplement the existing main
objects clause by re-stating / elaborating main objects of the Company.
11. Directors and Key Managerial Personnel
In terms of Section 149 of the Companies Act, 2013, the Company had appointed
Independent Directors. As on 31st March 2018, the following persons were the
Independent Directors of the Company:
a. Mr. RajkumarProjapati
b. Mr. Vinish Channa
c. Mr. Paramdeep Singh Sarna
Mrs. Jagjit Kaur Kalra was appointed as Non-Executive Director w.e.f. 14th
Feb, 2018 and Mr. Vijay Joshi was appointed as CFO of the Company w.e.f. 14th
Feb, 2018. Paramdeep Singh Sarna has resigned from the Board of Directors w.e.f. 11th
Aug, 2018. Mr. Rama Kant was appointed as Independent Directors w.e.f. 11th
Aug, 2018.
Designation of Mr. Amarjit Singh Kalra appointed as Executive Director of the Company
w.e.f. 16th May, 2017 has been changed to Non-Executive Director w.e.f. 14thFebruary,
2018.
As on the date of this Board Report, the following persons are the Independent
Directors of the Company:
a. Mr. Rajkumar Projapati
b. Mr. Vinish Channa
c. Mr. Rama Kant
In accordance with the provisions of section 149 of the Companies Act, 2013 all the
independent directors were/ are non-rotational.
The present composition of the Board of Directors is as below:
a. Mrs. Surinder Kaur Kalra
b. Mr. Amarjit Singh Kalra
c. Mrs. Jagjit Kaur Kalra
d. Mr. Rajkumar Projapati
e. Mr. Vinish Channa
f. Mr. Rama Kant
Since, Mrs. Jagjit Kaur Kalra and Mr Rama Kant and has been appointed as additional
directors by the Board of Directors; their appointment as Directors is proposed in the
ensuing Annual general Meeting.
During the year and till the date of report, details of change in the Board of
Directors and the Key Managerial Personnel are as below:
Mr. Paramdeep Singh Sarna had resigned from the post Independent Director w.e.f. 11th
Aug, 2018. Mrs. Jagjit Kaur Kalra was appointed as Non-Executive Director w.e.f. 14th
Feb, 2018 at Nil remuneration and Mr. Rama Kant was appointed as an Additional Director
w.e.f. 11th August, 2018. Mr. Vijay Joshi was appointed as the Chief Financial
Officer of the Company w.e.f. 14th Feb, 2018.
All Board Members and Senior Management personnel have affirmed compliance with the
Code of Conduct. The Managing Director has also confirmed and certified the same. The
certification is enclosed at the end of the Report on Corporate Governance.
12. Declaration of Independence
Your Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under the provisions of
Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as the
SEBI (LODR) Regulations, 2015.
13. Disclosure of commission paid to managing or whole time directors
There is no commission paid or payable by your Company to the managing director or the
whole time director from Companies subsidiary.
14. Number of meetings of the Board of Directors
The details of the number of Board of Directors of your Company are as below:
| Meeting |
No. of Meeting |
Dates of Meeting |
| Board of Directors |
Ten (10) |
01.04.2017.16.05.2017, 26.05.2017, 27.05.2017,
21.07.2017, 30.08.2017,
09.10.2017, 08.11.2017, 28.12.2017, 14.02.2018 |
The details of the date of Board Meeting, meeting of the Committees of the Board
including attendance of the directors in such meeting is mentioned in the Corporate
Governance Report attached to this Directors Report.
15. Annual Evaluation of Board performance and performance of its committees and
individual directors
Pursuant to the provisions of the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015 and the listing agreement, the Board has carried out an annual evaluation of its own
performance, performance of the Directors individually as well as the evaluation of the
working of its Committees. Feedback was sought from Directors about their views on the
performance of the Board covering various criteria. Feedback was also taken from directors
on his assessment of the performance of the other Directors. The Nomination and
Remuneration Committee (NRC) then discussed the above feedback received from all the
Directors. Based on the inputs received, the Chairman of the NRC also made a presentation
to the Independent Directors at their meeting, summarizing the inputs received from the
Directors as regards Board performance as a whole, and of the Chairman. Post the meeting
of the Independent Directors, their collective feedback on the performance of the Board
(as a whole) was discussed by the Chairman of the NRC with the Chairman of the Board.
Every statutorily mandated committee of the Board conducted a self-assessment of its
performance and these assessments were presented to the Board for consideration. Areas on
which the Committees of the Board were assessed included degree of fulfillment of key
responsibilities, adequacy of Committee composition and effectiveness of meetings.
Feedback was provided to the Directors, as appropriate. Significant highlights, learning
and action points arising out of the evaluation were presented to the Board.
16. Remuneration Policy for the Directors, Key Managerial Personnel and other employees
In accordance with Section 178 and other applicable provisions if any, of the Companies
Act, 2013 read with the Rules issued thereunder and the SEBI (LODR) Regulations, 2015 and
the listing agreement, the Board of Directors of the Company has formulated the Nomination
and Remuneration Policy of your Company on the recommendations of the Nomination and
Remuneration Committee.
The Nomination and Remuneration Policy, covering the policy on appointment and
remuneration of Directors and other matters is set-out in Annexure-I to this Report.
17. Committees of the Board
The Committees of the Board focus on certain specific areas and make informed decisions
in line with the delegated authority. The following Committees constituted by the Board
function according to their respective roles and defined scope:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
Present composition of the Committee of the Board of Directors of the Company is as
below:
Audit Committee:
• Mr. Rajkumar Projapati- Chairman (Non-executive Independent Director)
• Mr. Rama Kant - (Non-executive Independent Director)
• Mr. Amarjit Singh Kalra - (Executive Director)
Stakeholders Relationship Committee:
• Mr. Rama Kant - Chairman (Non-executive Independent Director)
• Mr. Vinish Channa - (Non-executive Independent Director)
• Mr. Rajkumar Projapati- (Non-executive Independent Director)
Nomination and Remuneration Committee:
• Mr. Rama Kant - Chairman (Non-executive Independent Director)
• Mr. Vinish Channa - (Non-executive Independent Director)
• Mr. Rajkumar Projapati- (Non-executive Independent Director)
The details of the date of Board Meeting, meeting of the Committees of the Board
including attendance of the directors in such meeting, during the financial year ended 31st
March, 2018, is mentioned in the Corporate Governance Report attached to this Directors
Report.
18. Audit Committee Recommendations
During the year all the recommendations of the Audit Committee were accepted by the
Board.
19. Conservation of Energy, Technology Absorption
Your Companys power requirements are very minimal. Your Company, however, takes every
possible step to make optimum utilization of energy and avoid unnecessary wastage of
power. The information on conservation of energy and technology absorption stipulated
under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014, is attached as Annexure-II.
20. Particulars of Employees and Remuneration
The information required under Section 197 of the Companies Act, 2013 read with
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of
Directors/ employees of your Company is set out in Annexure-III to this Report.
21. Related Party Transactions
In line with the requirements of the Companies Act, 2013 and the Listing Agreement, the
Company has formulated a Policy on Related Party Transactions. Details of Related Party
Transactions as per AOC-2 are provided in Annexure-IV.
22. Loans and investments
The details of loans, guarantees and investments under Section 186 of the Companies
Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 are as
follows:
A. Details of investments made by the Company as on 31st March, 2018: As disclosed in
the Audited financial statement for the financial year ended 31st March, 2018.
B. Details of loans given by the Company as on 31st March, 2018: As disclosed in the
Audited financial statement for the financial year ended 31st March, 2018.
C. Details of guarantees issued by your Company in accordance with Section 186 of the
Companies Act, 2013 read with the Rules issued thereunder: Nil
23. Extract of Annual Return
Pursuant to Section 92 of the Act and Rule 12 of The Companies (Management and
Administration) Rules, 2014, the extract of Annual Return in Form MGT-9, is provided in
Annexure-V.
24. Auditors and auditors report:
The Company has received the Auditors Report on the annual financial statement for the
financial year ended 31st March, 2018 from M/s. GSSV & Associates,
Chartered Accountant,(Firm Registration No. 014537N) and does not contain any
qualification, reservation or adverse remark.
25. Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014; the Secretarial Audit
Report provided by the Secretarial Auditors is annexed as Annexure-VI.
The Secretarial Auditors Report for the financial year 2017-18, does not contain any
qualification, observation or adverse remarks and the Company has complied with the
provisions of the Acts, Rules, Regulations, Guidelines, standard etc.
26. Internal Control Systems and adequacy of Internal Financial Controls
Your Company adopts strong internal control systems to ensure optimal utilization and
protection of assets, timely compliance with the statutory provisions and facilitate
accurate and timely compilation of financial statements and other reports to the
management. The entire evaluation of internal controls of your Company is carried out by
the Managing Director. The audit committee then on a periodic basis, reviews the adequacy
of internal control systems.
27. Risk management
Your Directors has adopted a Risk Management Policy for the Company. The Audit
Committee of the Company reviews the risks involved in the Company from time to time, if
any, and takes appropriate measures to minimize the same.
Your Company recognizes that risk is an integral part of business and is committed to
managing the risks in a proactive and efficient manner. Your Company periodically assesses
risks in the internal and external environment. Your Company, through its risk management
process, strives to contain impact and likelihood of the risks within the risk appetite as
decided by the management.
There are no risks which in the opinion of the Board threaten the existence of your
Company.
28. Cost Records and Cost Audit Report
In terms with the provisions of section 148 of the Companies act, 2013 read with the
Companies (Cost records and audit) Rules 2014, maintenance of cost records and appointment
of Cost Auditors are not applicable on your Company.
29. Vigil mechanism
The Company believes in the conduct of the affairs of its constituents in a fair and
transparent manner by adopting highest standards of professionalism, honesty, integrity
and ethical behaviour.
Pursuant to Section 177(9) of the Companies Act, 2013 and the SEBI (LODR) Regulations,
2015 and the listing agreement, a vigil mechanism was established for directors and
employees to report to the management instances of unethical behavior, actual or
suspected, fraud or violation of the Companys code of conduct or ethics policy. The copy
of vigil mechanism policy is uploaded on the website of your Company at the following
link:
30. Corporate Governance
Pursuant to the SEBI (LODR) Regulations, 2015 and the Listing Agreements with the Stock
Exchanges and relevant sections of the Act, the Management Discussion and Analysis Report
are annexed as Annexure-VII. Further a Report on Corporate Governance and Certificate on
compliance of the SEBI (LODR) Regulations, 2015 is as Annexure-VIII.
31. Code of Conduct for Prevention of Insider Trading
Your Companys Code of Conduct for Prevention of Insider Trading covers all the
Directors, senior management personnel, persons forming part of promoter(s)/promoter
group(s) and such other designated employees of the Company, who are expected to have
access to unpublished price sensitive information relating to the Company. The Directors,
their relatives, senior management personnel, persons forming part of promoter(s)/promoter
group(s), designated employees etc. are restricted in purchasing, selling and dealing in
the shares of the Company while in possession of unpublished price sensitive information
about the Company as well as during the closure of trading window.
The Board of Directors has approved and adopted the Code of Conduct to Regulate,
Monitor and Report Trading by Insiders in line with SEBI (Prohibition of
32. Corporate Social Responsibility
Provisions of the Corporate Social Responsibility as mentioned under the Companies Act,
2013 is not applicable on the Company.
33. Significant/material orders passed by the regulators
There are no significant/material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status of your Company and its operations in future.
34. Disclosure under the sexual harassment of women at workplace (Prevention,
Prohibition And Redressal) Act, 2013
Your Company has always believed in providing a safe and harassment free workplace for
every individual working in Five Core Exim Limited premises through various interventions
and practices. The Company always endeavors to create and provide an environment that is
free from discrimination and harassment including sexual harassment.
The Company has in place robust policy on prevention of sexual harassment at workplace.
The policy aims at prevention of harassment of employees as well as contractors and lays
down the guidelines for identification, reporting and prevention of sexual harassment.
There is Internal Complaint Committee (ICC) which is responsible for redressal of
complaints related to sexual harassment and follows the guidelines provided in the policy.
ICC has its presence at corporate office as well as at site locations.
During the year ended 31st March, 2018, the ICC has not received any
complaints pertaining to sexual harassment.
35. Directors Responsibility Statement
Pursuant to Section 134(3)(c) and 134(5) of the Companies Act, 2013, the Directors
confirm that:
a. in the preparation of the annual accounts for the financial year ended 31st
March, 2018, the applicable accounting standards and Schedule III of the Companies Act,
2013, have been followed and there are no material departures from the same;
b. the Directors have 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 your Company as at 31st March, 2018 and of
the profit and loss of the Company for the financial year ended 31st March,
2018;
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 accounts have been prepared on a going concern basis;
e. proper internal financial controls laid down by the Directors were followed by the
Company and that such internal financial controls are adequate and were operating
effectively; and
f. proper systems to ensure compliance with the provisions of all applicable laws were
in place and that such systems were adequate and operating effectively.
36. Stock Exchange Listing
The shares of the Company are listed on BSE Limited (BSE) .The listing fee for the
financial year 2018-19 has been paid to BSE.
37. General
Your Board of Directors further confirms that
(a) Your Company has not issued equity shares with differential rights as to dividend,
voting or otherwise; and,
(b) there is no scheme in your Company to finance any employee to purchase shares of
your Company.
38. Acknowledgement
Your Directors take this opportunity to place on record their sincere appreciation for
the co-operation and assistance the Company has received from Banks and various Government
Departments. The Board also places on record its appreciation of the devoted services of
the employees, support and co-operation extended by the valued business associates and the
continuous patronage of the customers of the Company.
+91-9892691696
