commex technology ltd share price Directors report

Dear Members,

Your Directors have pleasure in presenting their Twentieth Annual Report on the business and operations of the Company together with the Audited Financial Statements for the year ended 31^st March, 2020.

1. Financial Highlights (Standalone and Consolidated):

The financial highlights of the year under review are as below:

				(INR in Lakhs)
Sr. No.	Particulars	Standalone		Consolidated
		31.03.2020	31.03.2019	31.03.2020	31.03.2019
1.	Income from operations		-		-
2.	Other Income		-		-
3.	Net Total Income (1+2)		-		-
4.	Employee Benefit Expenses	6.76	5.27	6.76	5.27
5.	Other Expenses	36.09	31.15	46.11	13.13
6.	EBIDTA	(42.85)	(36.42)	(52.87)	(18.40)
7.	Less: Interest and Finance charges	0.03	0.03	0.03	0.03
8.	Less: Depreciation		-		-
9.	Profit before Tax & Exceptional Items (6-7-8)	(42.87)	(36.45)	(52.90)	(18.42)
10.	Exceptional Items	-	-	-	-
	Profit before Tax	(42.87)	(36.45)	(52.90)	(18.42)
11.	Provision for Tax	-	-	-	-
12.	Less: MAT Credit Entitlement	-	--	-	--
	Deferred Tax	--	--	-	--
13.	Net Profit after tax (9-10)	(42.87)	(36.45)	(52.90)	(18.42)
14.	Extra Ordinary Items	-	--	-	--
15.	Net Profit/(Loss) for period (11-12)	(42.87)	(36.45)	(52.90)	(18.42)
16.	Less: Minority Interest
17.	Paid up Equity Share Capital (Face value INR2/- per share)	3380.76	3,380.76	3,380.76	3,380.76
18.	Earning Per Shares (Basic)	(0.03)	(0.02)	(0.03)	(0.01)

2. DIVIDEND:

In the view of accumulated Losses, Board of Directors of the Company does not recommend any dividend for the year under consideration.

3. AMOUNT TRANSFERRED TO RESERVES:

On account of accumulated losses no amount is transferred to General reserves for the financial year 2019 - 2020.

4. PERFORMANCE REVIEW:

On consolidated basis, revenue from operations for both the years was Nil.EBIDTA (Earnings before Interest, Taxes, Depreciation and Amortization) amounted toINR(42.85)Lakhs in the current year and (INR 36.42lakhs) in the previous year),Profit before Tax (PBT)is INR(42.87)Lakhs in current yearand(INR (36.45) Lakhs in the previous year),Profit after Tax (PAT) INR (42.87) Lakhs in the current yearandINR (36.45)Lakhs in the previous year.

5. CHANGE IN NATURE OF BUSINESS, IF ANY:

During the year under review the Company or its subsidiaries did notcarry on any business activities.

6. SUBSIDIARY AND ASSOCIATE COMPANIES:

• As on 31^st March, 2020 the company has the following subsidiaries/associate companies

1. IT Capital Services Pvt. Ltd.- Subsidiary Company

2. Orient Information FZ-LLC-UAE- subsidiary Company

3. Universal Commodity Exchange Limited- Associate Company

There is no business activity in the Subsidiary and/or the Associate Company during the year under review .status of IT Capital Services Private Limited , subsidiary company and Universal Commodity Exchange Limited,the Associate Company, has been struck off by the Ministry of Corporate Affairs.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, a statement containing salient features of the financial statements of the Companys subsidiaries and associate companies in Form AOC - 1 is attached to the financial statements of the Company.

7. CHANGES IN SHARE CAPITAL:

During the year under review, there was no change in the Authorised or Paid up Share Capital of the Company.

8. DIRECTORS RESPONSIBILITY STATEMENT:

As required by Section 134 (5) of the Companies Act, 2013 the Directors hereby state that:

a. in preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any ;

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 the company as at 31^st March, 2020and profit for the year ended on that date;

c. 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;

d. the accounts have been prepared for the financial year ended 31st March, 2020 on a going concern basis.

e. Internal Financial Controls to be followed by the Company have been laid down, and the said Internal Financial Controls are adequate and are operating effectively and;

f. proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the financial year 2019-20, Mr. Mahesh Doifode was appointed as Independent Director w.e.f. 9^th August, 2019 and Mr. YeshwantDivekar resigned w.e.f .9^th August, 2019.

Mr. Jayant Dolatrai Mitra, Managing Director, is liable to retire by rotation at the ensuring AGM, pursuant to Section 152 and other applicable provision, if any, of the Companies Act, 2013, the Article of Association of the Company and being eligible have offered himself for re-appointment. Appropriate resolution for his re-appointment is being placed for the approval of the shareholders of the Company at the ensuring AGM.

None of the Directors are disqualified from being appointed as specified in Section 164 of the Companies Act, 2013 as amended.

Mr. Shishir Singhal, Company Secretary and Compliance Officer appointed w.e.f 20^th September, 2019 and resigned on 1^st June, 2020.

Formal Annual Evaluation:

In terms of the provisions of the Act, the Board has carried out 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 (NRC).

Remuneration Policy:

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

10. DISCLOSURE OF PECUNIARY RELATIONSHIP:

There was no pecuniary relationship or transactions of the non-executive directors vis- a- vis the company during the year. Also, no payment, except sitting fees, was made to any of the non-executive directors of the Company. No convertible instruments are held by any of the non-executive directors of the Company.

11. STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of Companies Act, 2013 read with Rules and Regulation 16(1) (b) of SEBI (Listing Obligation and disclosure requirements) Regulation, 2015 with the Stock Exchanges.

12. NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2019-20, five meetings of the Board of Directors were held. For details of the Board meetings please refer to the Corporate Governance forming part of the Boards Report.

13. STATEMENT ON ANNUAL EVALUATION OF BOARD, COMMITTEE AND ITS DIRECTORS:

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the provisions of Section 134 (3) (p) of the Companies Act, 2013 read with Rule 8(4) of The Companies (Accounts) Rules, 2014and the corporate governance requirements as prescribed by SEBI (LODR) Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, transparency, adhering to good corporate governance practices etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, leadership quality, attitude, initiatives decision making, commitment, achievements etc. In addition, the Chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors held on 7th February, 2020 reviewed performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The meeting also assessed the quality, quantity and timeliness of flow of information between the company management and the board that is necessary for the board to effectively and reasonably perform its duties.

14. NOMINATION AND REMUNERATION POLICY:

In terms of Section 178 (3) of the Companies Act, 2013 and Regulation 18 and Schedule II and Schedule V of the SEBI (LODR) Regulations, 2015 entered in to with the stock exchange, a policy on Nomination and Remuneration of Directors and Senior Management Employees including, inter alia, criteria for determining qualifications, positive attributes and independence of directors was formulated by the Nomination and Remuneration Committee and adopted by the Board of Directors. The said policy is also posted on the website of the Company www.commextechnology.comand its weblink ishttp://www.commextechnology.com/download/policv/nomination and remuneration policy commex.pdf

15. INTERNAL FINANCIAL CONTROLS:

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of fraud and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

16. AUDIT COMMITTEE:

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

17. AUDITORS:

Statutory Auditors

M/s. Mulraj D. Gala, Chartered Accountant, appointed as statutory auditors in the eighteenth Annual General Meeting continue as statutory auditors until the conclusion of twenty third Annual General Meeting.

Secretarial Auditors

Vijay S. Tiwari & Associates, Practicing Company Secretaries, Mumbai was appointed to conduct the Secretarial Audit of the Company for the financial year 2019-20 as required under Section 204 of the Companies Act, 2013 and rules made thereunder.

18. SECRETARIAL AUDIT REPORT:

In terms of Section 204 (1) of the Companies Act, 2013, a Secretarial Audit Report is annexed as Annexure Aof the Directors Report.

EXPLANATION AND COMMENTS BY THE BOARD ON QUALIFICATION/ RESERVATION/ ADVERSE REMARK/ DISCLAIMER MADE IN AUDITORS REPORT AND SECRETARIAL AUDITORS REPORT:

a. As reported by the Auditors in their Report, the Company has accumulated losses and its net worth has been fully eroded, the Company has incurred net loss/net cash loss during the year ended March 31, 2020 and the Companys current liabilities exceeded its current assets as at the balance sheet date. These conditions indicate the existence of a material uncertainty that may cast significant doubt about the Companys ability to continue as a going concern.

The management of the Company is under the process of talks with various interested business groups and entities to revive the operations of the Company and the Management is confident of effecting a revival by the end of the ensuing financial Year 2020-21. Hence, the negative networth is only a temporary phenomenon and the management is confident that the losses will be wiped out in a couple of years from the year of revival.

b. As reported by the Auditors in their Report, The Company has made provision for income tax liability till date in books of accounts. However the company has neither paid taxes nor filed its return of income since F.Y. 2012-13.

As can be observed from our earlier reports, the Company has several irregularities in the form of non-compliances due to circumstances beyond the control of the present Management. However the Company has completed the filing of Annual Returns on MCA as on date.

c. As reported by the Auditors in their Report, the Company has not evaluated whether any impairment provision is required for expected credit losses (ECL) in accordance with Ind AS 109 - Financial Instruments for Trade Receivables aggregating to Rs. 238.86 Lakh.

Trade Receivables aggregating to Rs.238.86 Lakh as disclosed in the Balance Sheet as on 31-3-2020 is from the debtors of the Company, who are genuine and the amount of outstanding is undisputed. As the Company does not have a set up in the country of the Debtors, the Company is unable to obtain confirmations or any other documents to prove genuinety of the outstanding. Hence, in the opinion of the Management of the Company, no impairment provision is required for expected credit losses (ECL) in accordance with Ind AS 109 - Financial Instruments for Trade Receivables.

• Secretarial Auditors report has given following remarks:

1. The Company had a VAT Liability of Rs. 110.22 Lakhs (excluding interest and penalty) as on the date of the Balance Sheet, which have been raised on the Company in the earlier years.

The saidliability for VAT is not legitimate and genuine and was raised by the Authorities without giving proper opportunity to the Company for representing itself before them. The Company is in the process of getting the demand withdrawn by the Authorities.

2. The consolidation of the financials of Universal Commodity Exchange Limited, an associate Company, with the company is not done:

Universal Commodity Exchange Limited has been totally dormant for the past several years in the wake of directions by the FMC to suspend its operations. In view thereof the Accounts of Universal Commodity Exchange Limited are not compiled &audited and therefore the same could not be considered while consolidating accounts. We may further add that the said name of the Company has been struck off by the Registrar of Companies Maharashtra.

3. The Company has not filed its Income Tax Returns from the Financial Year2013.

As informed in earlier paragraphs, the present management had not complied with several statutory compliances due to circumstances beyond the control of the present management. However, slowly and steadily it has commenced the process of compliances. We may inform that Income Tax Returns are time barred under the Income Tax Act, 1951 till the FY 2017-18. The Company intends to file returns only for the year under review, which will be done in due course. We may add that the Company has not carried on any business transactions during the last several years. The Company has collected amounts from Debtors and has incurred bare minimum revenue and statutory expenses, to keep the Company afloat. We may further add that even if the Income tax returns are filed, the returned income shall have no taxable Income.

4. As per the provision of Section 138 of the Companies Act, 2013 and the rules made thereunder, the Company was required to appoint an Internal Auditor for the Financial Year 2019- 20.

As stated elsewhere in the response of the Management, the Company has not carried on any business operations since 2016. Hence, there are no business transactions requiring internal controls and/or internal audit. Besides, the Company is unable to find a suitable candidate willing to join the Company for this position.

5. We may inform that with great difficulty the Company hasmanaged to appoint a full time Company Secretary during the year from 20^th September, 2019.

6. The composition of Board of Directors is not as per the Listing requirements.

The board is in process of appointing the Non Executive Independent Women director for the same.

7. The shareholding of promoter & promoter group has been frozen as per SEBI

Regulations.TheManagement is taking steps for regularizing the same.

8. The Company has received a Show Cause Notice (SCN) dated 23^rd March, 2017 from Income Tax Department under Section 263 of Income Tax Act, 1961.

We may inform you that the Company has appointed Income Tax Consultants to handle various Tax issues and has preferred appeals in all the matters of demands raised against the Company. The above matter is also attended to by the said Consultant.

9. The Company has received a Show Cause Notice (SCN) dated 21^st June, 2017 from SEBI towards GDR issue of the Company for the period 1^st May, 2009 to 30^th June, 2009.

As stated above, we may inform you that the Company has appointed Income Tax Consultants to handle various Tax issues and has preferred appeals in all the matters of demands raised against the Company. The above matter is also attended to by the said Consultant.

19. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

20. TRANSACTIONS WITH RELATED PARTIES:

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure B"in Form AOC-2 and the same forms part of this report.

The Board of Directors of the Company had formulated a policy on related party transactions and materiality of Related Party Transactions in terms of Regulation 23 of SEBI (LODR) Regulations, 2015. The said policy is posted on the website of the Company, www.commextechnology.comand its weblink is:

• http://www.commextechnology.com/download/policv/Policv for determining material subsidiary of the.pdf

• http://www.commextechnologv.com/download/policv/policv on related party transaction and materiality of related party transaction.pdf

21. CORPORATE SOCIAL RESPONSIBILITY:

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in "Annexure C" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The said policy is posted on the website of the Companv,www.commextechnologv.com and its web link is: http://www.commextechnologv.com/download/policv on corporate social responsibility.pdf

22. EXTRACT OF ANNUAL RETURN:

An extract of Annual Return in Form MGT-9 for the Financial Year 2019- 2020 is available on the Company website and its weblinkishttp://www.commextechnology.com/download/MGT-9.

23. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

i. Employee of the Company employed throughout the financial year, who was in receipt of remuneration for that year which, in the aggregate, not less than rupees sixty lakhs: NIL

ii. Employee of the Company employed for a part of the financial year, who was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month : NIL

iii. Employee of the Company employed throughout the financial year or part thereof, who was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company: NIL

Further Managing Director of the Company is not getting any commission from the Company or from any of its subsidiaries.

The company complied with Section 197 of the Companies Act, 2013 read with rule 5 (2) of the Companies (Appointment and Remuneration Managerial Personnel) Rules, 2014.

24. DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS:

During the year under review, the Company has not issued any shares with differential voting rights.

25. DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTION SCHEME:

During the year under review, no option under Employee Stock Option Scheme was granted or vested to any employee or directors of the Company.

26. DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

During the year under review, the Company has not issued any Sweat Equity Shares.

27. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

As there is no business, there have not been any material changes and commitment affecting the financial position of the Company during the financial year 2019-20.

28. DISCLOSURE REQUIREMENTS:

• Pursuant to the provisions of Schedule IV to the Companies Act, 2013 ("the Act") and Schedule V of SEBI (LODR) Regulations, 2015 Terms and Conditions for Appointment of Independent Directors are posted on the website of the Company www.commextechnology.com and its web link is: http://www.commextechnology.com/download/policv/terms and conditions for appoinment of independent directors .pdf

• Details of the familiarisation programme of the Independent Directors is posted on the website of the Company www.commextechnology.comand its web link is: http://www.commextechnologv.com/download /policv/familiarisation programme for independent directors.pdf

• Whistle Blower Policy/ Vigil Mechanism: The Company has established a Vigil Mechanism for directors and employees to report genuine concerns. The vigil mechanism provide for adequate safeguards against victimization of person who use Vigil Mechanism and also provide for direct access to the Chairman of the Audit Committee in appropriate and exceptional cases. The details of Vigil Mechanism is displayed on the website of the Company www.commextechnology.com and its web link is: http://www.commextechnologv.com/download/policv/whistle%20 blower policy vigil mechanism.pdf

• The policy for determining material subsidiary of the company pursuant to Regulation 24 of SEBI (LODR) Regulations, 2015 is posted on the website of the Company www.commextechnology.comand its web link is: http://www.commextechnologv.com/download/policv/Policv for determining material subsidiary of the.pdf

• Policy on dealing with related party transactions is posted on the website of the Company www.commextechnology.comand its web link is:

http://www.commextechnologv.com/download/policv/policv on related party transaction and materiality of related party transaction.pdf

• As per Schedule V of the SEBI (LODR) Regulations, 2015 entered into with the Stock Exchange, Corporate Governance Report with auditors Certificate and Management Discussion and Analysis are attached, which forms part off this report.

29. DEPOSITS FROM PUBLIC:

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.

30. INFORMATION REQUIRED UNDER RULE 8 (3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 - CONSERVATION of ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

a) Conservation of Energy & b) Technology Absorption:

The activities of your company require minimal energy consumption and every endeavour has been made to ensure the optimal use of energy, avoid wastage and conserve energy as far as possible.

At present there are no business activities and do not involve technology absorption and research and development. c) Foreign exchange earnings and outgo:

The details of Foreign exchange earnings and outgo are detailed in Note No. 20 forming part of Accounts.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

Not Applicable

32. DISCLOSURES RELATING TO UNCLAIMED SUSPENSE ACCOUNT AS PER AMENDED CLAUSE 5A OF THE LISTING AGREEMENT:

Aggregate number of shareholders and the outstanding shares lying in the Unclaimed Suspense Account at the beginning of the year	Number of shareholders who approached the issuer for transfer of shares from the Unclaimed SuspenseAccount during the year	Number ofshareholders to whom shares were transferred from the UnclaimedSuspense Accountduring the year	Aggregate numberofshareholdersand the outstanding shares lying in the Unclaimed Suspense Accountant the end of theyear
NIL	NIL	NIL	NIL

33. IMPLEMENTATION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is not required to constitute Internal Complaints Committee of the Company under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 as the permanent employees are less than 10. Further there are no instances of Sexual Harassment of Women under the said Act has been reported to the Company.

35. EMPLOYEE RELATIONS:

The relations of the management with staff and workers remained cordial during the entire year.

36. ACKNOWLEDGEMENT:

The Directors thank the Companys shareholders, employees, customers, vendors, investors and academic institutions, government for their continuous support and co-operation.TheDirectors appreciate and value the contributions made by every member of the Commex family.

	On behalf of the Board of Directors
Commex Technology Limited,	By Order of the Board of Directors,
	Sd/-
	Jayant Mitra
Chairman & Managing Director
DIN:00801211
Date: 17/08/2020
Place: Mumbai