To the Members,
Your Directors are pleased to present the 4th Annual Report on the business
and operations of your Company along with the Audited Accounts for the financial year
ended 31st March, 2019.
1. FINANCIAL SUMMARY AND HIGHLIGHTES
The Financial Affairs of the Company are briefed herein below:
OPERATIONS AND ACTIVITIES
(Amount in Rs.)
| PARTICULARS |
2018-19 |
2017-18 |
| Revenue from operations |
58,41,36,949 |
623,785,184 |
| Other Income |
7,44,774 |
2,426,557 |
| Total |
58,48,81,723 |
626,211,741 |
| Total Expenses |
57,37,88,893 |
562,044,343 |
| Profit/(Loss) before exceptional and extraordinary items & tax |
1,37,84,845 |
64,167,398 |
| Depreciation/Amortizations & Interest |
|
|
| Less: Depreciation/Amortizations |
26,92,015 |
1,953,410 |
| Profit/(Loss) before exceptional and extraordinary items & tax |
1,10,92,830 |
62,213,988 |
| Less: Exceptional Items |
0 |
0 |
| Loss on sale of Shares/Scripts |
|
|
| Profit/(Loss) before tax |
1,10,92,830 |
62,213,988 |
| Tax Expense: |
|
|
| Current Tax |
56,38,229 |
17,215,180 |
| Deferred Tax |
-43,94,081 |
-26,540 |
| Profit/(Loss) for the year |
98,48,682 |
45,025,348 |
| Add: Balance brought forward |
|
|
| Profit/(Loss) for the period |
98,48,682 |
45,025,348 |
2. DIVIDEND
During the financial year under review, considering proposed expansion plans, your
Directors did not recommend any dividend.
3. RESERVE
No amount has been transferred to reserves during the period under review. The Profit
earned during the year has been carried to the Balance Sheet under the head Surplus.
4. STATE OF COMPANYS AFFAIRS
During the financial year under review, the Company has earned a profit of Rs.
98,48,682/- after tax as compared to Rs. 45,025,348/- during the previous financial year
which has been further capitalized and transferred to Balance Sheet.
5. PARTICULARS OF SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
During the financial under review, your Company does not have any subsidiary, joint
ventures and Associate Company and also no Company become or ceased to be its
subsidiaries, joint venture or Associate Company.
6. EXTRACT OF THE ANNUAL RETURN
As required under Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, the Extract of the Annual Return in
Form MGT-9 is enclosed herewith as Annexure A.
7. MEETINGS
During the period under review our directors met 11 times, Audit Committee Meeting held
3 times and Stakeholder Relationship Committee Meeting held 2 times.
Further in respect of the meetings conducted during the financial year 2018-19 proper
notices were given and the proceedings were properly recorded and signed including
circular resolutions passed in the Minutes Book maintained for the purpose.
Details of Board Meeting and attendance
| S. No. |
Date of Board Meeting |
Number Directors entitled to attend meeting |
Number of Directors attended the meeting |
| 1. |
17th May, 2018 |
5 |
4 |
| 2. |
21st May, 2018 |
5 |
4 |
| 3. |
3rd May, 2018 |
5 |
4 |
| 4. |
28th May, 2018 |
5 |
4 |
| 5. |
1st June, 2018 |
5 |
4 |
| 6. |
26th June, 2018 |
5 |
4 |
| 7. |
16th July, 2018 |
5 |
4 |
| 8. |
14th August, 2018 |
5 |
4 |
| 9. |
24thAugust, 2018 |
5 |
4 |
| 10. |
14th November, 2018 |
5 |
4 |
| 11. |
28th February, 2019 |
5 |
4 |
Details of Meeting of Audit Committee
| S. No. |
Date of Board Meeting |
Number Directors entitled to attend meeting |
Number of Directors attended the meeting |
| 1. |
21st May, 2018 |
3 |
3 |
| 2. |
14th August, 2018 |
3 |
3 |
| 3. |
1st November, 2018 |
3 |
3 |
Details of Meeting of Stakeholder Relationship Committee
| S. No. |
Date of Board Meeting |
Number Directors entitled to attend meeting |
Number of Directors attended the meeting |
| 1. |
8th October, 2018 |
3 |
3 |
| 2. |
8th January, 2018 |
3 |
3 |
8. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that:
(i) in the preparation of Annual Accounts for the year ended 31st March,
2019, the applicable accounting standards have been followed along with proper explanation
relating to the material departures;
(ii) appropriate accounting policies have been selected and applied consistently and
that the judgment and estimates 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 the year under review;
(iii) Proper and sufficient care has been taken for the maintenance of adequate
accounting records in accordance with the provisions of the Companies Act, 2013 and
applicable provisions, if any of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities.
(iv) The accounts for the year ended 31st March, 2019 have been prepared on
a going concern basis.
(v) Proper systems have been devised to ensure compliance with the provisions of all
applicable laws, and that such system was adequate and operating effectively.
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory and
secretarial auditors and external consultants and the reviews performed by management and
the relevant board committees, including the audit committee, the board is of the opinion
that the Companys internal financial controls were adequate and effective during the
financial year 2018-19.
9. DECLARATION BY INDEPENDENT DIRECTOR
Pursuant to the provisions of Section 149(7) of the Companies Act, 2013, the Company
has received the necessary declaration from each Independent Director of the Company, that
he meets the criteria of independence as laid out in Section 149(6) of the Companies Act,
2013.
10. AUDITORS AND AUDITORS REPORT
Pursuant to the provisions of Section 139 and 141 and other applicable provisions of
the Companies Act, 2013 of the Companies Act, 2013, M/s RPMD & Associates, Chartered
Accountants who were re-appointed as Statutory Auditors of the Company from the conclusion
of Fourth Annual General Meeting (AGM) till the conclusion of the Fifth Annual General
Meeting of the Company (subject to ratification by the Members at every Annual General
Meeting) at a remuneration that may be decided by the Board of Directors in consultation
with the Auditors.
11. SECRETARIAL AUDIT
Provisions of Section 204 of the Companies Act, 2013 a certificate of Secretarial
Auditor has been obtained.
12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186
During the financial year under review, your Company has not given Loans or made any
Investments.
Guarantee:
Our Company has given a corporate guarantee to Dena Bank on behalf of one of the group
company M/s Pioneer Computronix Private Limited in which director of our company hold the
position of Director.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF
THE COMPANIES ACT, 2013
During the financial year under review, the Company has entered into transactions with
related parties as defined under Section 2(76) of the Companies Act, 2013 read with
Companies (Specification of Definition Details) Rules, 2014, which were in the ordinary
course of business and on arms length basis and in accordance with the provisions of the
Companies Act, 2013 and Rules issued thereunder.
Details of Contract or Arrangement with related parties are disclosed in Form AOC-2
annexed to this Boards Report as Annexure-B
14. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION
Pursuant to the provisions of Section 134(3)(l) of the Companies Act 2013, no material
changes and commitments which could affect the Companys financial position have occurred
between the end of financial year and the date of this report.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The information in accordance with the provisions of Section 134(3)(m) of the Companies
Act, 2013 is set out as under:-
Conservation of Energy:
Your company is a labor oriented manufacturing company and very less amount of energy
is required in manufacturing process. Further our company has taken adequate steps to
conserve the energy.
Technology Absorption:
During the financial year under review, no technology absorption pursuant to Section
134(3)(m) of the Companies Act, 2013 has been done. However our company has purchased
machines required for testing our raw material and finished goods.
Foreign Exchange Earning and Expenditure:
During the financial year under review Foreign Exchange Earning and Expenditure
occurred during the financial year under review are as follows:-
Foreign Exchange Earning : Rs. 3,27,462/- Foreign Exchange Expenditure: Rs. 42,10,615/-
16. AUDIT COMMITTEE
Pursuant to the provisions of Section 177 of Companies Act, 2013 a Committee of the
Board of Directors has been constituted and called as "Audit Committee" and all
recommendations made by the Audit Committee has been accepted by the Company.
| Composition of Audit Committee |
| Nature of Director |
Status |
Nature of Directorship |
| 1 Ankit Jain |
Chairman |
Non-Executive & Independent Director |
| 2 Gaurav Dixit |
Member |
Non-Executive & Independent Director |
| 3 Aditya Gupta |
Member |
Managing Director |
Audit Committee formulated Related Party Policy, Risk Management Policy and Vigil
Mechanism and Whistle Blower Policy which were recommended to the Board and the same was
accepted by the Board of Directors and the same are available on the website of the
company.
17. NOMINATION AND REMUNERATION COMMITTEE
Pursuant to the provisions of Section 178 of Companies Act, 2013 a Committee of the
Board of Directors has been constituted and called as "Nomination and Remuneration
Committee".
| Composition of Nomination & Remuneration Committee |
| Nature of Director |
Status |
Nature of Directorship |
| 1 Ankit Jain |
Chairman |
Non-Executive & Independent Director |
| 2 Gaurav Dixit |
Member |
Non-Executive & Independent Director |
| 3 Karuna Chhabra |
Member |
Non-Executive Director |
Nomination and Remuneration Committee formulated Nomination and Remuneration policy
which was recommended to the Board and the same was accepted by the Board of Directors.
18. STAKEHOLDER RELATIONSHIP COMMITTEE
Since the company has resolved to get our securities listed on the stock exchange our
company in compliance of the provision of the Companies Act, 2013 and regulation of
Securities and Exchange Board of India (Listing Obligations And Disclosure Requirements)
Regulations, 2015 the board has formulated a Stakeholder Relationship Committee.
| Composition of Stakeholders Relationship Committee |
| Nature of Director |
Status |
Nature of Directorship |
| 1 Ankit Jain |
Chairman |
Non-Executive & Independent Director |
| 2 Nitin Chhabra |
Member |
Executive Director |
| 3 Karuna Chhabra |
Member |
Non-Executive Director |
19. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
Pursuant to the provisions of the Companies Act, 2013, the policy on nomination and
remuneration of Directors, Key Managerial Personnel (KMP), Senior Management and other
employees of the Company had been formulated by the Nomination and Remuneration Committee
of the Company and was approved by the Board of Directors and the same is available on the
website of the Company.
20. RISK MANAGEMENT POLICY
The Company has adopted a risk management plan to identify, evaluate business risks and
opportunities as per provisions of the Companies Act, 2013. The Board ensures transparency
across the organization to minimize adverse impact on the business objectives. The Board
ensures effective Risk Management and evaluates the risk management periodically. Risk
Management Policy is available on the website of the Company.
21. DIRECTORSAND KEY MANAGERIAL PERSONNEL
Pursuant to the provisions of Section 149, 152 and schedule IV of the Companies Act,
2013 and any other applicable provisions, if any, of the Companies Act, 2013 read with the
Companies (Appointment and Qualification of Directors) Rules, 2014. No new appointments
were made during the financial year.
22. SHARE CAPITAL
A) Authorized Capital:
During the financial year under review, the authorised capital has been increased from
Rs. 7,00,00,000 (Rupees Seven Crore only) consisting of 70,00,000 Equity Shares of face
value of Rs. 10/- to Rs. 10,20,00,000 (Rupees Ten Crore Twenty Lakh only) consisting of
1,02,00,000 Equity Shares of face value of Rs.10/- each pursuant to a resolution of the
shareholders dated May 23, 2018.
B) Issued, Subscribed & Paid – up Capital:
During the financial year under review, your Company raised its capital following
times:
1. Issue of 26,56,000 Equity Shares of Rs. 10 each on a premium of Rs.41/- per equity
share on 9th August, 2018.
2. Issue of 12,60,000 bonus equity shares of Rs.10/- each in the ratio of 3:1 on 23rd
May, 2018.
23. PARTICULARS OF EMPLOYEES
There is no employee, who is being paid remuneration in excess of limits specified
under Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel)Rules,
2014.
24. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON IT CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES
Keeping in view the limits set out in Section 135 of the Companies Act, 2013 Company
has formulated a Corporate Social Responsibility Policy which is available on the website
of the Company.
25. DEPOSITS
During financial year under review, your Company has not accepted any deposits from
public under Section 73 and Section 74 of the Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014.
26. STATEMENT ON COMPLIANCE OF SECRETARIAL STANDARDS
The Company has complied with all the Secretarial Standards.
27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company is committed to provide a safe and conducive work environment to its
employees and the Board has formulated a Sexual Harassment Policy which is also available
on the website of the Company.
Your Directors further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
28. FAMILIARIZATION PROGRAM
The Company has framed a Familiarization Program for the Independent Directors to
familiarize them with the overall structure and working of the Company. Further,
Familiarization Program Policy is available on the website of the Company.
29. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the financial year
under review:
1. No significant or material orders were passed by the regulators of courts or
tribunals which would impact the going concern status and Companys operations in future.
2. Your Directors further state that during the financial year, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, prohibition and
Redressal) Act, 2013. Further, no frauds were reported to the Committee / Board of
Directors during the Financial Year 2017-2018.
3. Annual report of the company will be available on the website of the Company (Web:
http://powerfultech.in/home ).
30. ACKNOWLEDGEMENT
Your Directors place on record their appreciation towards all business associates and
bankers for their continued support and confidence.
|
|
For and on behalf of the Board |
|
|
Powerful Technologies Limited |
|
Sd/- |
Sd/- |
| Date: 04.09.2019 |
(Aditya Gupta) |
(Nitin Chhabra) |
| Place: Delhi |
Managing Director |
Director |
|
DIN: 03500941 |
DIN: 02921204 |
+91-9892691696
