Excel Realty N Infra Ltd Directors Report.
Your Directors have pleasure in presenting their 14thAnnual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2016.
1. FINANCIAL HIGHLIGHTS
|(Rs. In Lacs)|
|Particulars||For the year ended March 31, 2016||For the year ended March 31, 2015|
|Profit before Interest, Depreciation & Tax||183.66||190.77|
|Profit/ (Loss) Before Tax||57.93||52.63|
|Less: Tax Expenses|
|1. Current Tax||19.55||20.81|
|2. Deferred Tax||(0.29)||(4.52)|
|Net Profit/ (Loss) for the year||38.67||36.34|
|Add: Amount brought forward from Last Year||6538.01||6678.52|
|Less: retained earnings on Disposal of fixed asset||0.00||176.86|
|Tax on Proposed Dividend||Nil||Nil|
|Transfer to General Reserve||Nil||Nil|
|Balance carried forward to Balance Sheet||6576.68||6538.01|
To retain the profit for the future business plan of the Company, the management thought it prudent not to declare dividend on equity shares of the Company.
It is not proposed to transfer any amount to reserves out of the profits earned during FY 2015-2016.
4. DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF COMPANYS AFFAIR
During the year under review the Company has earned Total Revenue of 3992.83 lacs as against of 2327.12 lacs in the previous year.
The Net profit for the current year is 38.67 lacs as against 36.34 lacs in the previous year.
5. NATURE OF BUSINESS
The Company is engaged in Infra Activity, IT & BPO activities & general trading activities.
6. CHANGE IN THE NATURE OF BUSINESS
The Company had altered its main objects by passing a special resolution through Postal Ballot on March 21, 2016 and have included the business of general trading in the Main Objects of the Company.
7. MATERIAL CHANGES AND COMMITMENTS, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT.
There were no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and date of the Report.
8. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
No significant and material orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.
9. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference to financial statements. During the year no reportable material weakness in the design or operations were observed.
The details, performance and financial position of the Subsidiary Company included in the consolidated financial Statement are in form AOC-1 in Annexure I to this report.
During the year under review, your Company did not accept any deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014. No amounts were outstanding which were classified as Deposit under the applicable provisions of the Companies Act, 2013 as on the balance sheet date.
12. STATUTORY AUDITORS
Pursuant to the provision of the section 139 of the Companies Act, 2013 and the rules framed thereunder M/s. S.G. Kabra & Co, Chartered Accountants, were appointed as statutory auditors of the Company from the conclusion of the 13th Annual General Meeting of the Company held on Monday, September 21, 2015, till the conclusion of the Annual General Meeting for the financial year 2016-2017 of the Company, subject to the ratification of their appointment at every Annual General Meeting.
13. AUDITORS REPORT
The notes on Financial Statements referred to in the Auditors Report are self-explanatory and do not call for any further comments.
14. SHARE CAPITAL
The Company has not issued any equity shares with differential rights/sweat equity shares/ employee stock options or not made any provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2015-2016.
The Company has not made any purchase or provision of its own shares by employees or by trustees for the benefit of employees during the financial year 2015-2016.
15. EXTRACT OF THE ANNUAL RETURN
The details forming part of the extract of the annual return in Form No. MGT - 9 as required under section 92 of the Companies Act, 2013 is marked as Annexure II which is annexed hereto and forms part of the Boards report.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A) Energy Conservation & Technology Absorption
Your Company is not engaged in any manufacturing activity and thus its operations are not energy intensive. Company believes in conservation of energy and resources to help create a better tomorrow.
The Company has maintained a technology friendly environment for its employees to work in. Your Company uses latest technology and equipments. However since the Company is not engaged in any manufacturing, the information in connection with technology absorption is NIL.
B) Foreign Exchange Earnings and Outgo:
The foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014, are provided as follows:
|(Amount in lacs)|
|a. Total foreign exchange earned||46.48|
|b. Total foreign exchange outgo||1.28|
17. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility as per Section 135 of the Companies Act, 2013 is currently not applicable to the Company.
A) Changes in Directors and Key Managerial Personnel
During the year under review, Mr. Ravi Prakash Sinha - Independent & Non-Executive Director had resigned with effect from October 4, 2015 and Mr. Subrata Kumar Dey was appointed as Additional Independent & Non-Executive Director with effect from November 9, 2015.
Further, Mrs. Monika Shah had resigned as the Chief Financial Officer of the Company with effect from May 31,2015 and Mr. Pramod Kokate has been appointed as Chief Financial Officer with effect from August 13, 2015.
B) Declaration by an Independent Director(s) and re- appointment, if any
The Company has received declarations from all the independent directors of the Company confirming that they meet with the criteria of independence as prescribed under both sub- section (6) of section 149 of the Companies Act, 2013 and regulation 16(b) of SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015.
C) Formal Annual Evaluation
In terms of the provisions of the Companies Act, 2013 read with Rules issued thereunder and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015, the Board of Directors on recommendation of the Nomination and Remuneration Committee have evaluated the effectiveness of the Board/ Director(s) for the financial year 2015-2016.
19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors met 4 times during the financial year ended March 31,2016 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. Additionally, during the financial year ended March 31, 2016 a separate meeting of the Independent Directors was held in compliance with the requirements of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015. For further information please refer Report on Corporate Governance under the head Board of Directors.
20. AUDIT COMMITTEE
An Audit Committee is in existence in accordance with the provisions of Section 177 of the Companies Act, 2013. Kindly refer to the section on Corporate Governance under the head, Audit Committee for matters relating to constitution, meetings and functions of the Committee.
21. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Vigil mechanism incorporates a whistle blower policy. All protected disclosures can be made through an email or telephone or through a letter. The Policy has been disclosed on the Companys website www.excel-infoways.com .
22. NOMINATION AND REMUNERATION COMMITTEE
A Nomination and Remuneration Committee is in existence in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013. Kindly refer section on Corporate Governance, under the head, Nomination & Remuneration Committee for matters relating to constitution, meetings and functions of the Committee. The Companys Policy on appointment and remuneration of Directors and Key Managerial Personnel under Section 178(3) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is attached as in Annexure III to this report and also been disclosed on the Company website www.excel-infoways.com .
23. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013
The details of Loans and Investment made by the Company to other Corporates or persons are given in notes to the Financial Statements.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All the transactions/contracts/arrangements entered by the Company during the year under review with related party (/ies) are in the ordinary course of business and on arms length basis. As the transactions entered do not fall under Section 188(1) of the Companies Act, 2013 hence Form AOC-2 is not required to be furnished. The company has formulated a policy on dealing with Related Party Transactions which can be accessed on the Companys website www.excel-infoways.com .
25. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:
The information as required under the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is not being sent along with this Report to the Members of the Company as per the provision of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary at the Registered Office of the Company. The aforesaid information is also available for inspection by Members at the Registered Office of the Company, 21 days before the 14th Annual General Meeting upto the date of the Annual General Meeting during the business hours on working days.
26. SECRETARIAL AUDIT REPORT
As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed M/s. Kothari H. & Associates, Practicing Company Secretaries to conduct the Secretarial Audit for the financial year 2015-2016. The report in respect of the Secretarial Audit carried out by M/s. Kothari H. & Associates, Company Secretaries in Form MR-3 for the FY 2015-2016 forms part to this report as Annexure IV. The said report does not contain any adverse observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013.
27. CORPORATE GOVERNANCE CERTIFICATE
Certificate from the Auditors of the Company, M/s. S. G. Kabra & Co, Chartered Accountants confirming compliance with the conditions of Corporate Governance as stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 is attached to the Report on Corporate Governance.
28. RISK MANAGEMENT
The Company believes that managing risk helps in maximizing returns. The Companys approach to addressing business risk is to periodically assess risks in the internal and external environment, along with the cost of treating risks and incorporate risk treatment plans in strategy, business and operational plans. As per Section 134(3)(n) of the Companies Act, 2013, the Board of Directors have approved the Risk Management Policy for the Company. Some of the risks which may pose challenges are set out in Management Discussions and Analysis Report which forms part of this report.
29. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,2013
During the year under review the Company has not received any complaints on sexual harassment.
30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 forms part of this Annual Report.
31. CORPORATE GOVERNANCE REPORT
The Report on Corporate Governance as stipulated under SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 forms part of this Annual Report.
32. UNPAID AND UNCLAIMED DIVIDENDS
Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012 the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on September 21, 2015 (date of last Annual General Meeting) as also on the Ministry of Corporate Affairs website
The last date of claiming unclaimed and unpaid dividends declared for 2009-2010 from the Company is October, 2017.
33. DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(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 at the end of the financial year and of the profit and loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis; and
(e) the directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
The Board gratefully acknowledges the support given and valuable guidance rendered by all financial institutions, banks, Government authorities, customers, vendors, members, shareholders. The board also wishes to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company.
|For and on behalf of the Board of Directors|
|Place: Mumbai||Chairman and Managing Director|
|Date: May 26, 2016||DIN:00623015|