To the Members,
Your Directors have pleasure in presenting the 23nd Annual Report together with the
audited accounts of the Company for the year ended March 31, 2019.
FINANCIAL RESULTS (Rupees in lacs)
| PARTICULARS |
2018-19 |
2017-18 |
| Total Income |
24.78 |
2.86 |
| Total Expenses including Depreciation, |
152.19 |
14.27 |
| Financial Cost and other expenses |
|
|
| Profit / (Loss) before Tax |
(127.41) |
(11.41) |
| Deferred Tax |
(33.13) |
(75.35) |
| Profit / (Loss) after Tax |
(94.29) |
63.94 |
OPERATIONS AND STATUS OF COMPANYS AFFAIRS
The companys business is yet to show any substantial improvement and efforts are on to
work on the Business Plan submitted to the BSE last year and try and pull it out of red.
The companys revocation of suspension process is still on and we are eagerly looking
forward to being traded on the exchage post-revocation.
AMOUNT PROPOSED TO BE CARRIED TO RESERVE
In view of the losses suffered by the Company during the FY 2018-19, the question of
carrying any amount to reserve does not arise.
RISK MANAGEMENT
The Company has developed and implemented a Risk Management Policy for the Company
including identification therein of elements of risk, which in the opinion of the Board
may threaten the existence of the Company. Company has been making constant efforts to
continue its status as a going concern.
DIVIDEND
Your Directors do not recommend any dividend for the year in view of the accumulated
losses in the Company.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Directors of the company have laid down internal financial controls in terms of the
policies and procedures for ensuring the orderly and efficient conduct of its business,
including adherence to Companys policies, the safeguarding of its assets, the prevention
and detection of frauds and errors, the accuracy and completeness of the accounting
records, and the timely preparation of reliable financial information. Such internal
financial controls are adequate with the size and operations of the Company and were
operating efficiently.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 134(3)(a)
The auditors of the company have not reported any fraud under sub- section (12) of
Section 143 of the Companies Act, 2013 whether reportable to the Central Government or
otherwise and hence no details are furnished in this regard
CHANGE IN THE NATURE OF BUSINESS:
There was no change in the nature of business during the year
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT
The company does not have any shares in the demat suspense account or unclaimed
suspense account and hence the question of making any disclosure in this regard does not
arise.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS
During the year under review, no significant or material orders were passed by the
regulators, courts or tribunal impacting the going concern status and companys operations
in future
LISTING PARTICULARS
As required by LODR with the stock exchange, a cash flow statement is appended.
As per the revised LODR, a Report on Corporate Governance is attached to this report.
INVESTORS RELATIONS
Integrated Enterprises (India) Ltd., a SEBI registered Transfer Agent, is the Companys
Share Transfer Agent. All correspondence regarding securities and investor grievances are
being attended to at the Registered Office or at the Share Transfer Agents office located
at Malleswaram, Bangalore. The Company, with an objective of friendly investor relations
has set up a Shareholders/Investors Grievances Committee. The Committee ensures that all
the queries and suggestions are properly attended to.
CORPORATE GOVERNANCE
Your Company adheres to all the mandatory recommendations of Corporate Governance Code
laid down under SEBI LODR. A report on Corporate Governance is provided in this Report.
The Auditors Certificate on Corporate Governance forms part of this Annual Report.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public during the year under
review.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company does not fall under the purview of section 135 of the Companies Act, 2013
during the financial year 2018-19.
VIGIL MECHANISM
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
a Vigil Mechanism for directors and employees to report genuine concerns has been
established.
RELATED PARTY TRANSACTIONS
Related party transactions that were entered during the financial year were on an arms
length basis and were in the ordinary course of business. There were no materially
significant related party transactions with the Companys Promoters, Directors,Management
or their relatives, which could have had a potential conflict with the interests of the
Company. Transactions with related parties entered by the Company in the normal course of
business are periodically placed before the Audit Committee for its omnibus approval. The
details are annexed as per Form AOC-2. The Board of Directors of the Company has, on the
recommendation of the Audit Committee, adopted a policy to regulate transactions between
the Company and its Related Parties, in compliance with the applicable provisions of the
Companies Act 2013, the Rules thereunder and the Listing Agreement. This Policy was
considered and approved by the Board.
EXTRACT OF EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in Form MGT-9 is annexed
herewith.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies
(Particulars of Employees) Rules, 1975, in respect of employees of the Company and
Directors is not given in view of the fact that there is no employee in the Company and
the wholetime Directors are not drawing any remuneration. The sitting fee paid to
independent directors is not significant.
ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE:
The information pursuant to 134(3) (m) of the Companies Act, 2013 read with Rule 8 of
the Companies (Accounts) Rules, 2014 on Conservation of energy, Research & Development
and Technology Absorption:
a. Conservation of energy, Research and Development and technology absorption
The Companys operations are not energy intensive. However, adequate measures have been
taken to reduce energy consumption by using energy efficient computers with latest
technologies. An effort to conserve energy goes on a continual basis.
b. Foreign Exchange Earning and outgo
The information related to foreign exchange earnings and outgo during the year under
review is given in notes on accounts.
GREEN INITIATIVES IN CORPORATE GOVERNANCE
In line with the changes in law permitting companies to send electronic copies of full
Annual Report, notices, quarterly results etc., to the e-mail IDs of shareholders, the
Company has arranged to send the soft copies of the documents to the e-mail IDs of
shareholders available with us or the depositories. In case any of the shareholder would
like to receive physical copy of the Annual Report, the same shall be forwarded on written
request to the Registrars M/s Integrated Enterprises (India) Limited.
DIRECTORS
(1) Mr. Anand S K (DIN 00325468) is the Managing Director, and is subject to retirement
by rotation at the AGM Meeting of the year 2023.
(2) Independent Director, Mr. Veerabhadra P, (DIN 03596768) is subject to retirement by
the AGM of year 2023.
(3) Independent Director, Mr. Sukirti Sogal (DIN 03599551) retires by rotation and
being eligible, offers himself for reappointment at the ensuing Annual General Meeting
(AGM). Brief profile of the Director is given in the notes to the Notice of the ensuing
AGM.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act, 2013, Directors of your Company hereby
state and confirm that:
a) in the preparation of the annual accounts for the year ended 31st March, 2018, the
applicable accounting standards have been followed along with proper explanation relating
to material departures;
b) they 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 at the end of the financial year and of the profit
of the company for the same period;
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) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls in the company that are adequate and
were operating effectively.
f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and these are adequate and are operating effectively.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that they
fulfil all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so
as to qualifythemselves to be appointed as Independent Directors under the provisions of
the Companies Act, 2013 and the relevant rules.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has no tolerance for Sexual Harassment at Workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace
("Policy").
The Company has not received any complaints under the Prevention of Sexual Harassment
Act for the FY 2018-19.
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2018-19, Company held 6 meetings of the Board of Directors.
Details of attendance by the Directors at the Board Meetings during their tenure during
the financial year and the previous Annual General meeting held on 29.09.2018 are
furnished below:
| No |
Name of Director |
No of Board Meetings held |
No of Board Meetings attended |
Attendance at the last AGM |
| 1 |
Anand S.K. |
5 |
5 |
Yes |
| 2 |
Swarupa H.S. |
5 |
5 |
Yes |
| 3 |
Sukirti Sogal |
5 |
5 |
Yes |
| 4 |
Veerabhadra P. |
2 |
2 |
Yes |
ACCOUNTING STANDARDS FOLLOWED BY THE COMPANY
The Financial Statements of the Company have been prepared in accordance with the
Generally Accepted Accounting Principles in India (Indian GAAP) to comply with the
Accounting Standards specified under Section 133 of the Act read with Rule 7 of the
Companies (Accounts) Rules, 2014.
ADOPTION OF INDIAN ACCOUNTING STANDARDS
Company has adopted the Indian Accounting Standards pursuant to the provisions of Ind
AS Rules, with effect from April 1, 2017.
LISTING OF SHARES
The Equity Shares of the Company are listed on BSE Limited (BSE). The Annual Listing
Fee for the financial year 2018-19 has been paid to the Stock Exchange.
AUDITORS
M/s. G Rajendra& Co., Bengaluru (FRN 014388S) have been functioning as auditors for
a period of 5 years from the date of the last AGM.
SECRETARIAL AUDITORS AND AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed
Mrs. Shashikala Hemanth, Practicing Company Secretary, to undertake the Secretarial
Audit of the Company. The Secretarial Audit Report dated May 29, 2018 in Form MR-3
received from the said Secretarial auditors is annexed to this report: The Secretarial
Audit Report does not contain any qualification, reservation and adverse remarks or
disclaimers made by Mrs. Shashikala Hemanth , Practicing Company Secretary in her
Report dated May 29, 2018 and hence there is no need to furnish any explanation by the
Board of Directors thereon.
STATUTORY DISCLOSURE
None of the Directors of the Company is disqualified under the provisions of the
Companies Act, 2013. Your Directors have made necessary disclosures as required under
various provisions of the Companies Act, 2013 and SEBI LODR.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forming part of this Annual Report is attached.
ACKNOWLEDGEMENTS
The Directors place on record their gratitude for all the guidance and co-operation
received from all its clients, vendors, bankers, advisors, regulatory and Government
authorities.
|
On behalf of the Board of Directors |
|
Anand S.K. |
| Bengaluru |
Managing Director |
FORM AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of
the Companies (Accounts) Rules, 2014) Form for Disclosure of particulars of
contracts/arrangements entered into by the company with related parties referred to in sub
section (1) of section 188 of the Companies Act, 2013 including certain arms length
transaction under third proviso is given below:
Details of contracts or arrangements or transactions not at Arms length basis.
| Sl.No |
Particulars |
Details |
| 1. |
Name (s) of the related party & nature of Relationship |
NIL |
| 2. |
Nature of contracts/arrangements/transaction |
NA |
| 3. |
Duration of the contracts/arrangements/transaction |
NA |
| 4. |
Salient terms of the contracts or arrangements or transaction including the value, if
any |
NA |
| 5. |
Justification for entering into such contracts or arrangements or transactions |
NA |
| 6. |
Date of approval by the Board |
NA |
| 7. |
Amount paid as advances, if any |
NA |
| 8. |
Date on which the special resolution was passed in General meeting as required under
first proviso to section 188 |
NA |
Details of contracts or arrangements or transactions at Arms length basis.
| Sl.No. |
Particulars |
Details |
| 1. |
Name (s) of the related party & nature of Relationship |
NA |
| 2. |
Nature of contracts/arrangements/transaction |
NA |
| 3. |
Duration of the contracts/arrangements/transaction |
NA |
| 4. |
Salient terms of the contracts or arrangements or transaction including the value, if
any |
NA |
| 5. |
Date of approval by the Board |
NA |
| 6. |
Amount paid asadvances, if any |
NA |
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