Athena Constructions Ltd Directors Report.
To The Members,
The Board of Directors of Your Company take pleasure in presenting the Eighth Annual Report on the operational and business performance, along with the Audited Financial Statements for the financial year ended March 31, 2019.
The Companys Financial Performance for the financial year ended March 31, 2019, is summarized below:
(Rs. in Lakhs)
|March 31, 2019||March 31, 2018|
|Income From Operations||33.50||70.88|
|Profit Before Tax||(13.32)||6.28|
|Less: Provision for Taxation||0.00||1.62|
|Profit after Tax||(13.32)||4.66|
|Add: Balance b/d from Previous Year||16.44||11.78|
|Less: Capitalization of Reserve||-||-|
|Balance carried over to Balance Sheet||3.13||16.44|
RESULT OF OPERATIONS AND STATE OF AFFAIRS
The total Income of the company for the year under review is Rs. 33.50 Lacs as against previous year Rs. 70.88 Lacs. The Profit After Tax stood at Rs. (13.32) Lacs compare to previous year Rs. 4.66 Lacs. Due to lower receipt of Contractual Receipt there is not much income during the year. Your Directors are expecting better result in coming financial year.
TRANSFER TO RESERVE IN TERMS OF SECTION 134(3) OF THE COMPANIES ACT, 2013
For the financial year ended on March 31, 2019 the Company has not transferred any amount to Reserve.
Your directors regret to inform you that we do not recommend any dividend for the year.
There is no balance lying in unpaid equity dividend account.
The Company does not have any subsidiary.
(A) Authorized Share Capital
The Companys Authorized Capital stands Rs. 8,00,00,000 (divided into 80,00,000 Equity Share of Rs. 10/- each). During the Year there has been no change in the authorized share capital.
(B) Issued and Paid-up Share Capital
During the Year under review, the Company has not issued any further equity share capital. As at March 31, 2019, the paid-up equity share capital of the company was Rs.7,50,00,000 divided into 75,00,000 equity shares of Rs.10/- each.
DIRECTORS AND KEY MANAGERIAL PERSONNELS
During the year under review Mrs. Asha Shashikant Rathi has been appointed as Independent Women Director on the board and Mr. Himanshu Maheshwari and Ms. Rani Ajay Jha left he Company, board placed on record appreciation for the support and services they have rendered during their tenure as director.
Further Ms. Nisha Jain company secretary left the company. However, Company has appointed Ms. Pallavi Chavan as Company Secretary cum compliance officer with effect from 1st December, 2019.
In accordance with provision of Section 152 of the Companies Act, 2013 and Articles of Association, none of the Directors are liable to retire by rotation in the ensuing general meeting.
Based on the confirmation received, none of the Directors are disqualified for being appointed/reappointed as directors in terms of Section 164 of the Companies Act, 2013.
During the Year under review, no stock options were issued to the Directors of the Company.
In accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of SEBI (LODR) Regulation, 2015, the Company has constituted an Audit Committee comprising of the following Directors as on date viz., Mr. BrijkishoreRuia (Chairman), Mr. Shashikant Rathi and Mrs. Asha Maheshwari.
Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.
There is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review.
During the year ended March 31, 2019, Four (4) Audit Committee meetings were held on 30th May, 2018, 5th September, 2018, 14thNovember 2018 and 14thFebruary, 2019.
EVALUATION OF BOARD:
Pursuant to the provisions of the Companies Act, 2013 the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committee and Shareholder Grievance Committee.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In Compliance with the provision of Section 177(9) the Board of Directors of the Company has framed the "Whistle Blower Policy" as the vigil mechanism for Directors and employees of the Company. The Whistle Blower is disclosed on the website of the Company.
The Company has established a vigil mechanism and overseas through the committee, the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The Company has also provided direct access to the chairman of the Audit Committee on reporting issues concerning the interests of co-employees and the Company.
All Protected Disclosures reported under the Policy are to be thoroughly investigated by the Committee concerned or by a person designated by such committee. As per the requirement of Listing Regulations, details of Vigil Mechanism is provided on the Website of the Company i.e.www.athenaconstructions in.
NOMINATION AND REMUNERATION COMMITTEE
In accordance with the provisions of Section 178(1) of the Companies Act, 2013 and regulation 19 of SEBI (LODR) Regulations, 2015, the Company has constituted a Nomination and Remuneration Committee comprising of the following Directors viz., Mr. BrijkishoreRuia (Chairman), Mr. Shashikant Rathi and Mrs. Asha Maheshwari.
Nomination and Remuneration Committee acts in accordance with the terms of reference specified from time to time by the Board.
During the year ended March 31, 2019, Four (4) Nomination and Remuneration Committee meetings were held on 30thMay 2018, 5thSeptember 2018, 14thNovember, 2018 and 14thFebruary, 2019.
STAKEHOLDERS RELATIONSHIP COMMITTEE
In accordance with the provisions of Section 178(5) of the Companies Act, 2013 and regulation 20 of SEBI (LODR) Regulations, 2015, Stakeholders Relationship Committee comprising of the following Directors viz., Mr. BrijkishoreRuia (Chairman), Mr. Shashikant Rathi and Mrs. Asha Maheshwari.
Stakeholders Relationship Committee acts in accordance with the terms of reference specified from time to time by the Board.
STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT
Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of section 149(6) of the Companies Act, 2013 and there is no change in the circumstances as on the date of this report which may affect their respective status as an independent director.
(a) that necessary declaration with respect to independence has been received from all the Independent Directors of the company;
b) that all the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.
The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet or renewed any fixed deposits during the year.
LOANS, GUARANTEES AND INVESTMENTS
The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 (the Act) are given in the notes to the Financial Statements.
MEETINGS OF THE BOARD
Your Company holds at least four Board meeting in a year, one in each quarter, inter-alia, to review the financial results of the company. The company also holds additional board meeting to address its specific requirements as and when required. All the decisions and urgent matters approved by way of circular resolutions are placed and numbered and noted at the subsequent Board meeting. Annual calendar of the meeting of the board are finalized well before the beginning of the financial year after seeking concurrence of all the Directors.
During the financial year 2018-19, Four (4) Board Meetings were convened and held. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.
Your Company has constituted Audit Committee as per the provisions of Section 177 of the Companies Act, 2013 and Provisions of the Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015. It coordinated with the Statutory Auditors, Internal Auditors and other key personnel of the Company and has rendered guidance in the areas of internal audit and control, finance and accounts.
The Nomination and Remuneration Committee recommends to the Board the suitability of candidates for appointment as Key Managerial Personnel, Directors and the remuneration packages payable to them and other employees. The Nomination and Remuneration Committee met Three times during the year.
The Audit Committee and other Board Committee meet at regular intervals and ensure to perform the duties and functions as entrusted upon them by the Board.
PARTICUALRS OF EMPLOYEES:
There was no employee drawing remuneration in excess of limits prescribed under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) and 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The disclosure pertaining to remuneration as required under Section 197 (12) of the Companies Act, 2013 read with rules 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of Directors report and is provided in the Annual Report.
Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013 and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered address of the company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full annual report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the companys website.
DIRECTORS RESPONSIBILITY STATEMENT:
You Directors would like to inform that the audited financial statements for the year ended March 31, 2019 are in conformity with the requirements of the Companies Act, 2013 and they believe that the financial statements reflect fairly the form and substance of transactions carried out during the year and reasonably present the Companys financial condition and result of operations. These financial statements are audited by M/s. P. C. Surana& Co., Chartered Accountants, and statutory auditors of the Company.
Pursuant to the provisions of section 134(5) of the Companies Act, 2013, it is hereby confirmed that:
(i) in the preparation of the accounts for the financial year ended March 31, 2019, the applicable accounting standards have been followed along with proper explanation relating to material departures; if any;
(ii) 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 the company as at Mach 31, 2019 and Profit of the Company for the year under review;
(iii) the Directors have taken proper and sufficient care 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;
(iv) the Directors have prepared the accounts for the financial year ended March 31, 2019 on a going concern basis.
(v) the director have laid down internal financial control to be followed by the company and the such internal controls are adequate and are operating effectively; and
(vi) the Directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
In the Annual General Meeting held on September 30, 2016, M/s. P. C. Surana& Co., Chartered Accountants, Mumbai, were appointed as the Statutory Auditors of the Company to hold office from the conclusion of that AGM until the conclusion of the Eleventh Annual General Meeting to be held thereafter (subject to ratification of the appointment by the Members at every AGM held after that AGM).
In terms of the first proviso to Section 139 of the Act read with the Rule 3(7) of Companies (Audit and Auditors) Rules, 2014, the appointment of the auditor shall be subject to ratification by the Members at every annual general meeting till the expiry of the term of the Auditor. Accordingly, the appointment of M/s. P. C. Surana& Co., Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, is placed for ratification by the Members.
Comments on Auditors Report
The notes referred to in the Auditors report are self-explanatory and as such they do not call for any further explanation.
Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed Ms. Namrata Vyas Proprietor of M/s. Namrata Vyas & Associates, Practicing Company Secretary, Mumbai, to undertake the secretarial audit of the company for the financial year 2019-20.
The Secretarial Audit Report for the financial year ended March 31, 2019 is annexed to this report. The said report does not contain any qualification, reservation and adverse remark except appointment of Internal Auditor in this regard Board has clarify that they are identifying suitable person for the same.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the financial year were on an arms length basis and that the provisions of Section 188 of the Companies Act 2013 are not attracted.
Thus, disclosure in form AOC-2 is not required. Further, there are no materially significant related party transactions made by the Company with Promoters and Directors or other designated persons which may have a potential conflict with the interest of the Company at large.
EXTRACT OF ANNUAL RETURN
Pursuant to section 134(3) and section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules 2014, the extract of the Annual Return as at March 31, 2019, in the prescribed form MGT-9, forms part of this report and is annexed to this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULARORS, COURTS AND TRIBUNALS
No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and companys operation in future.
MATERIAL CHANGES AND COMMMITMENTS
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements are relates and the date of this report, except as below :-
Ms. Pallavi Chavan, Company Secretary has appointed with effect from 1st December, 2019.
CORPORATE GOVERNANCE REPORT
Pursuant to the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, compliance with the provisions of the Corporate Governance are not applicable to the Companies having paid up equity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore, as on the last day of previous financial year or on the Companies listed on SME Exchange.
In view of above, as per the latest Audited Financial Statement of the Company as at 31stMarch 2019, the paid-up Equity Share Capital and the Net Worth of the Company does not exceed the respective threshold limit of Rs. 10 Crore and Rs. 25 Crore, as aforesaid; hence compliance with the provisions of the Corporate Governance are not applicable to the Company.
RISK MANAGEMENT POLICY
The Company has laid down procedure to inform the Board about risk assessment & minimization procedure. The risk management approach is based on a clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk management and mitigation measures.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your company has internal financial controls which are adequate and were operating effectively. The controls are adequate for ensuring the orderly & efficient conduct of the business, including adherence to the Companys Policies, the preventions and detections of frauds & errors, the accuracy and completeness of accounting records and timely preparation of reliable financial information.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNING AND OUTGO:
During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134 (3) (m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with reference to Conservation of Energy and Technology Absorption. There was no foreign exchange earnings and outgo during the year under review.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Disclosure as per Rule 9 of the Companies (Corporate Social responsibility Policy) Rules, 2014 are not applicable to the Company.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
During the year the Company has adopted a policy for prevention of Sexual harassment of women at workplace and has not received any compliant of harassment.
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Shareholders, Bankers, regulatory bodies and other business constituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the committed displayed by all executive, officer and staff, resulting in successful performance of the Company.
For and on behalf of the Board of Directors
Santosh Nagar Managing Director
Place : Mumbai
Date :November 26, 2019