TO THE MEMBERS
Your Directors present the Annual Report and Audited Financial Statements for the yearended 31st March 2019
1. FINANCIAL RESULTS
| ||2018-19 ||2017-18 |
| ||र in Lakhs) ||(र in Lakhs) |
|Revenue from operations ||30.60 ||30.25 |
|Other Income ||571.73 ||600.52 |
|Profit before Depreciation & Tax ||100.12 ||159.13 |
|Depreciation ||9.09 ||7.01 |
|Profit before Tax ||91.03 ||152.12 |
|Tax Expenses ||21.68 ||27.44 |
|Profit After Tax for the Year ||69.35 ||124.68 |
|Add: Re-stated Balance of retained earnings at the beginning of the year ||5959.74 ||5582.41 |
|Add : Ind-AS Adjustment ||(770.06) ||252.65 |
|Balance at the end of year carried forward ||5259.03 ||5959.74 |
2. OVERALL PERFORMANCE
During the year under report your Company's Income has been from Registrar and ShareTransfer Agent's activities. Besides the Company also earned income from interest andrent. After depreciation and Income Tax profit for the year was र 69.35 lakhs.
3. CURRENT DEVELOPMENT
As reported last that your Company has entered in to a new business of 3D PrintingDesigning Scanning and other related services under the name and style of Nebula3DServices Private Limited based at Bengaluru (Karnataka) by acquiring 27.65% of theirequity share Capital on 6thApril 2018.
Your Company took six months' time to understand 3D business. Since then your Companyhave structured the business in Teardown and Benchmarking Scanning and Designingverticals.
During second-half of the year your Company have taken initiative to market itsservices aggressively to large Indian and Multi-national Organizations. It expectsincrease in its business substantially during the year 2019-20.
Your Company is confident that there are good prospects in this new line of 3Dbusiness which will add value to your Company.
4. SUBSIDIARY COMPANY/ASSOCIATE COMPANY-CONSOLIDATED FINANCIAL STATEMENTS
The Company has no subsidiary but two Associates Company namely
(i). J. K. Cotton Limited and
(ii). Nebula3D Services Private Limited as on 31st March 2019 in terms of Rule 6 ofthe Companies (Accounts) Rules 2014.
- J. K. Cotton Limited recorded a profit of र 464.48 lacs for the year ended 31stMarch 2019 (Previous year loss र 8.56 lacs.)
- Nebula3D Services Private Limited recorded a profit of र 16.13 lacs for the yearended 31st March 2019. (Previous year N.A).
The statements as required under Section 129 of the Companies Act 2013 in respect ofAssociates Company are annexed and forms an integral part of this report.
Consolidated Financial Statements have been prepared in accordance with IndianAccounting Standard 28 (Ind AS-28) "Investments in Associates" issued by TheInstitute of Chartered Accountants of India (ICAI) form part the Annual Report andAccounts.
Your Directors have not recommended any dividend for the year under report.
6. SHARE CAPITAL
The paid up Equity Share Capital as at March 312019 stood at र 37134752/- Duringthe year under review the Company has not issued any further shares.
7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of Investments covered under the provisions of Section 186 of the CompaniesAct 2013 are given in the Notes to the Financial Statements.
No employee drawn remuneration in excess of the limits as specified under the amendedprovisions of Section 134 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 throughout or part of the financialyear under review.
None of the employee is a relative of any Director of the Company. None of the employeehold (by himself or along with his spouse and dependent children) more than two percent ofthe equity shares of the Company.
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company and Directors is furnished hereunder:
|S. No ||Name ||Designation || |
|Increase in Remune- ration from previous year ||Ratio/time per Median of employee remuneration |
| || || ||2018-19 ||2017-18 || || |
| || || ||र ||र ||र ||र |
|1 ||Mr. Ashok Gupta ||Managing Director (KMP) ||3421360.00 ||3057048.00 ||364312.00 ||7.22 |
|2 ||Mr. Chandra Prakash Agarwal ||Sr. General Manager (Taxation) & Chief Financial Officer (KMP) ||2201874.40 ||1938756.00 ||263118.40 ||4.64 |
|3 ||Mr. Prabhat Kumar Mishra ||Sr. Manager (Legal) & Company Secretary (KMP ||1584724.40 ) ||1399140.00 ||185584.40 ||3.41 |
9. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR(S) OR COURT(S)/ MATTER OFEMPHASIS
No significant or material Order has been passed by the Regulators or Courts orTribunals which impact the going concern concept status of the Company in future.
10. CORPORATE GOVERNANCE
A report on Corporate Governance alongwith the Certificate of Practicing CompanySecretary on its compliance forms an integral part of this Report.
11. PUBLIC DEPOSITS
Your Company has not invited any deposits from public/shareholders under Section 73 and74 of the Companies Act 2013.
12. WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has a Whistle Blower Policy to report genuine concerns or grievances ifany. The Whistle Blower Policy has been posted on the website of the Company.
13 CORPORATE SOCIAL RESPONSIBILITY
Your Company's profits net worth and turnover are far below the criteria as mentionedin Section 135 of the Companies Act 2013 read with Companies (Corporate SocialResponsibility Policy) Rules 2014. Hence the CSR provisions are not applicable to theCompany during the F.Y. 2018-19.
14. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided in annexed Corporate Governance Report. TheRisk Management Policy has been posted on the website of the Company.
15. REMUNERATION POLICY
The Board of Directors has on the recommendation of the Nomination & RemunerationCommittee framed a policy which lays down a framework concerning remuneration ofDirectors Key Managerial Personnel and Senior Management of the Company. The Policy alsocovers criteria for selection and appointment of Board Members and Senior Management andtheir remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
16. RELATED PARTY TRANSACTIONS
All the related party transactions are entered on arm's length basis in the ordinarycourse of business and are in compliance with the applicable provisions of the CompaniesAct 2013 and the Listing Regulations. There are no materially significant related partytransactions made by the Company with Promoters Directors or Key Managerial Personneletc. which may have potential conflict with the interest of the Company at large or whichwarrants the approval of the shareholders except with M/s ARR EMM HOLDINGS PRIVATE LIMITED(already approved in the Annual General Meeting held on July 26 2017) and with M/sNebula3D Services Private Ltd. (Nebula3D'). The transaction with Nebula3D is afinancial transaction of short term loan by way of Inter Corporate Deposits with option toconvert into non- convertible preference shares. As per the Guidance Note of ICSI onRelated Party Transactions a transaction of giving loan making investment providingguarantee is of a financial nature and not covered under the Section 188 of the Act. Therequisite approval of Audit Committee under Section 177 and Listing Regulations for theaforesaid related party transactions have already been taken and approval for theaforesaid transactions under Section 185 and Section 186 is being taken in the ensuingAnnual General Meeting. Accordingly no transactions except reported as above are beingreported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014.
All Related Party Transactions are presented to the Audit Committee and the Board. Thedetails of the transactions with Related Party are provided in the Company's financialstatements in accordance with the Accounting Standards.
Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions. The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website.
None of the Directors has any pecuniary relationship on transactions vis-a-vis theCompany.
17. AUDITORS' REPORT
Your Company prepares its financial statements in compliance with the requirements ofthe Companies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India.The financial statements have been prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect a true and fair manner the form and substance of transactions and reasonablypresent the Company's state of affairs profits and cash flows for the year ended March312019. Auditors' Report to the shareholders does not contain any qualification in thefinancial statements for the year under report.
18. INTERNAL CONTROL SYSTEM INTERNAL CONTROL
The Company's internal control system is commensurate with its size scale andcomplexities of its operations. An Independent firm of Chartered Accountants carries outInternal Audit on the random basis to detect flaws in the system. Internal Audit reportsare prepared on the respective areas to create awareness and corrective actions are takento rectify them. These reports are reviewed by the Audit Committee of the Board for followup action. The Audit Committee of the Board of Directors also reviews the adequacy andeffectiveness of internal control systems and suggests improvement for strengthening themfrom time to time.
INTERNAL FINANCIAL CONTROLS
In accordance with Section 134(5)(e) of the Companies Act 2013 the Company hasInternal Financial Controls Policy by means of Policies and Procedures which commensuratewith the size & nature of its operations and pertaining to financial reporting. Inaccordance with Rule 8(5)(viii) of Companies (Accounts) Rules 2014 it is herebyconfirmed that the Internal Financial Controls are adequate with reference to thefinancial statements.
19. DIRECTORS AND KEY MANAGERIAL PERSONNEL
19.1 In accordance with the provisions of Section 152 of the Companies Act 2013and the Company's Articles of Association Shri Ashok Gupta (DIN 00135288) will retire byrotation at the ensuing Annual General Meeting and being eligible offers himself forreappointment.
Shri Gupta is a qualified Chartered Accountant having more than 3 decades of experiencein the field of Accounts and Finance and working with Company since 1978.
19.2 With the coming into force of the Companies Act 2013 the Board appointed theexisting Independent Directors viz Dr. Krishna Behari Agarwal Shri Ravindra Kumar TandonShri Anil Kumar Dalmia and Shri Kedar Nath Mehrotra as Independent Directors each for aterm upto five years under the Act w.e.f. August 13 2014 and now since the said termwould be expiring it is proposed to re-appoint all of them for another term. AllIndependent Directors have given declaration that they meet the criteria of independenceas laid down under Section 149(6) of the Companies Act 2013 and Listing Regulation. AllIndependent Directors have given declarations that they meet the criteria of independenceas laid down under Section 149(6) of the Companies Act 2013 and Listing Regulations.
SEBI (LODR) Amendment Regulation2018 has inserted Regulation 17(1A) w.e.f.1.4.2019whereupon a Director crossed and/or would be crossing 75 years of age during tenure ofDirectorship requires approval of Shareholders by way of Special Resolution for continuingin the office.
Accordingly Dr. K.B.Agarwal (DIN00339934) andShri Kedar Nath Mehrotra (DIN 06749349)are seeking approval fromShareholders in order to continue in the Officew.e.f. 1.4.2019.
20. KEY MANAGERIAL PERSONNEL
During the year under report the Company has allowed to continue appointment of thefollowing Officials as Key Managerial Personnel:-
|S.No ||Name of the Official ||Designation |
|1. ||Shri Ashok Gupta ||Managing Director |
|2. ||Shri Chandra Prakash Agarwal ||Sr. General Manager (Taxation) & CFO |
|3. ||Shri Prabhat Kumar Mishra ||Sr. Manager(Legal) & Company Secretary |
21. MEETINGS OF THE BOARD OF DIRECTORS
During the year 2018-19 four Board Meetings were convened and held the details ofwhich are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and ListingRegulations.
22. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard has carried out an annual performance evaluation of its Independent Directors andthe Independent Directors also evaluated the performance of Chairman and otherNon-Independent Directors. The Board of Directors expressed their satisfaction with theevaluation process. The Board of Directors also evaluated the functioning/performance ofAudit Committee Stakeholders Relationship Committee Nomination & RemunerationCommittee Committee of Directors and expressed satisfaction with theirfunctioning/performance.
23. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors pursuant to the provisions of Section 134(3)(c) of the Companies Act 2013 do hereby confirm that:
(i) In the preparation of the annual accounts the applicable Accounting Standards havebeen followed and that no material departures have been made from the same;
(ii) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that year;
(iii) They have taken proper and sufficient care for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a going concern basis;
(v) The proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
(vi) That systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
24. STATUTORY AUDITOR
M/s. Gupta Vaish & Co CharteredAccountants (ICAI Firm Registration No. 005087C)were appointed as Auditors of the Company at the Annual General Meeting held on July 262017 for a term of 5 (five) years commencing from the conclusion of last Annual GeneralMeetingheld on July 26 2017 till the conclusion of sixth Annual General Meeting to beheld in the year 2022.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Banthia & Company Kanpur a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the Financial Year 2019-20. TheSecretarial Audit Report for the Financial Year 2018-19 is annexed herewith as"Annexure - A". There is no secretarial audit qualification for the year underreport.
26. SECRETARIAL STANDARDS
Your Company has complied with the applicable Secretarial Standard SS-1 and SS-2 withrespect to Board Meetings and General Meetings respectively specified by the Institute ofCompany Secretaries of India.
27. STATUTORY INFORMATION
27.1. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO.
As there has been no manufacturing operation during the year there is nothing to bereported with regard to conservation of energy and technology absorption.
27.2. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed hereto as "Annexure -B"and forms an integral part of this Report.
Your Directors wishes to thank the employees for their dedication and hard work.YourDirectors also wishes to thank theShareholders/ Stakeholders.
| || |
FOR AND ON BEHALF OF THE BOARD
| ||Sd/- ||Sd/- |
| ||ASHOK GUPTA ||Dr. K.B. AGARWAL |
|Place : Kanpur ||Managing Director ||Director |
|Dated: 29th May 2019 ||DIN - 00135288 ||DIN - 00339934 |