Dear Members,
The Directors of the Company presents their Twenty Seventh (27th) Annual
Report of the Company, along with Audited Financial Statements for the financial year
ended 31st March, 2018.
FINANCIAL PERFORMANCE
|
|
(Amount in Rs) |
| Particulars |
2017-18 |
2016-17 |
| Gross Revenue |
51,61,813 |
95,82,461 |
| Gross Profit/ (Loss) before Interest, Dep. & Tax |
1,39,696 |
6,08,131 |
| Less: Interest and other finance cost |
Nil |
(77,24,123) |
| Depreciation |
1,51,200 |
95,07,025 |
| Profit/(Loss) before Tax & Exceptional Items |
(11,504) |
(11,74,771) |
| Less: Exceptional Items |
Nil |
14,93,41,934 |
| Profit/(Loss) before Tax |
(11,504) |
(15,05,16,705) |
| Less: Provision for Taxation |
Nil |
Nil |
| Profit/ (Loss) after Tax |
(11,504) |
(15,05,16,705) |
| Other Comprehensive income |
Nil |
Nil |
| Total Comprehensive income |
(11,504) |
(15,05,16,705) |
| Add: Surplus B/F from last year |
(1,22,59,76,532) |
(1,07,54,59,827) |
| Amount available for appropriations |
(1,22,59,88,036) |
(1,22,59,76,532) |
| Appropriations |
Nil |
Nil |
| Amount carried to Balance Sheet |
1,22,59,88,036 |
(1,22,59,76,532) |
OPERATIONAL PERFORMANCE
During the year, the Company could not carry any exploration business, however the
Company earned revenue of 51,61,813 (previous year 95,82,461) on account of
consultancy. Your Company incurred losses of 11,504 (Previous year 15,05,16,705).
As regards the status of activities being carried by Sun Petrochemicals Private
Limited, pursuant to the MOU signed by the Company, your Directors state that no
significant recovery has yet been made.
DIVIDEND
In view of losses incurred during the financial year, the Board does not recommend any
dividend for the year under review.
SHARE CAPITAL
The paid up Share Capital of the Company as on 31st March, 2018 was
24,92,12,000 (Rs. Twenty Four Crores Ninety Two Lacs Twelve Thousands only). During the
year under review, the Company has neither issued shares with deferential voting rights
nor granted stock options nor sweat equity. As on 31st March, 2018, the Company
had no outstanding convertible instruments.
RESERVE
No amount has been transferred to any of the reserve during the year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review following changes took place in the Board of Directors of
the Company and Key Managerial personnel:
1. Mr. Lai Kai Jin Michael (DIN 02247249) an independent director of the Company
resigned w.e.f. 08.12.2017.
2. Mr. Ashish Trivedi (DIN: 07940002) was appointed as an Independent Director of the
Company w.e.f. 14 November, 2017.
3. Mrs. Kirti Trivedi (DIN:07940047) was appointed as an Independent Woman Director of
the Company w.e.f. 14 November, 2017.
Term of Mr. Vijay Misra (DIN 00458031) as Managing Director of the Company has been
expired of 31 March 2018. Mr. Vijay Misra continue to be on the Board of the Company as a
Director and retires by rotation at the ensuing Annual General Meeting and being eligible,
he offered himself for reappointment.
Independent Directors have given declarations that they meet the criteria of
independence as laid down under section 149(6) of the Companies Act, 2013 and Listing
Regulations.
NUMBER OF BOARD MEETING
The Board of Directors met 4 (four) times during the year, the details of which are
provided in the Corporate Governance Report.
BOARD LEVEL PERFORMANCE EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, its
committees and individual directors pursuant to the provisions of the Companies Act, 2013
and the Listing Regulations. 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, contribution towards
development of the strategy 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 in consultation with 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, contribution at the meetings and otherwise,
independent judgment, etc.
In a separate meeting of independent Directors, performance of non-independent
directors, performance of the board was evaluated. The same was discussed in the board
meeting that followed the meeting of the independent Directors, at which the performance
of the Board, its committees and individual directors was also discussed.
INDEPENDENT DIRECTORS' DECLARATION
The Independent Directors have filed their declaration with the Company affirming that
they meet the criteria of Independence mentioned u/s 149(6) of the Companies Act, 2013.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FOR
DETERMINING QUALIFICATION, ATTRIBUTES, INDEPENDENCE, ETC.
The Nomination and Remuneration Committee identifies the persons of integrity who
possess relevant expertise, experience, leadership qualities, qualification, attributes,
independence and other matters required for the position of directors provided u/s 178(3).
REMUNERATION POLICY
The Company follows a policy on remuneration of Directors and Senior Management
Employees, details of the same are given in the Corporate Governance Report.
AUDIT COMMITTEE
The Audit Committee of the Company was constituted in line with the provisions of the
Companies Act, 2013 & Listing Regulations.
The Audit Committee as on 31st March, 2018 comprises three Non-Executive
Independent Directors, namely Mr. Krishna Kumar Nitatala, Mrs. Kirti Trivedi and Mr.
Ashish Trivedi (Chairman of the Committee). All three members of Committee have adequate
financial & accounting knowledge and background.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of the Act relating to Corporate Social Responsibility
was not applicable to the Company since none of the criteria mentioned in the said section
is attracted.
PARTICULARS OF EMPLOYEES
During the year under report the Company had no employee on its roll and accordingly no
information was required to be given pursuant to the provisions of Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES
Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, was not applicable since the Company
had no employee during the financial year.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of no business activities, the Company has no particulars for disclosure under
Conservation of Energy, Technology Absorption as required under Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014. Detail of
Foreign Exchange Earnings and Outgo is disclosed in the Financial Statement attached with
this report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year under review, the Company has not made any loans, guarantees and
investments which are governed by the provisions of section 186 of the Companies Act,
2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There is no materially significant related party transaction made by the Company with
Promoters, Directors, Key Managerial Personnel or other related parties which may have a
potential conflict with the interest of the Company at large.
All related party transactions for the year are placed before the Audit Committee as
well as before the Board for approval.
The particulars of contracts or arrangements with related parties referred to in
Section 188(1), in prescribed in Form AOC-2, is appended as Annexure I
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND CORPORATE GOVERNANCE
Management Discussion Analysis and Corporate Governance Report as stipulated under
Listing Regulations forms part of the Annual Report and are referred to As Annexure III
and IV respectively.
EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in Form MGT-9 is annexed herewith as Annexure-V to this
Report.
VIGIL MECHANISM
The Company has framed a Whistle Blower Policy to deal with instances of fraud and
mismanagement, if any. The details of the Policy are given in the Corporate Governance
Report and the Policy is posted on the Company's website.
FIXED DEPOSITS
During the year under review your Company has not accepted any fixed deposits and there
were no unclaimed deposit or interest thereon as on 31st March, 2018.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, 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
No material changes has been taken place 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.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant and material orders passed by the Regulators/Courts which
would impact the going concern status of the Company.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE
COMPANIES
No Company has become or ceased to be subsidiary, joint venture or associate company
during the year under review.
INTERNAL FINANCIAL CONTROL
Your Company has adequate system of internal controls to ensure that all the assets are
safeguarded. Necessary checks and controls are in place to ensure that transactions are
properly verified, adequately authorized and correctly recorded and properly reported. The
Audit Committee regularly reviews these measures and actions.
RISK MANAGEMENT
In line with the regulatory requirements, the Company has framed a Risk Management
Policy to identify risk areas and procedure to mitigate the risks. Detailed exercise is
carried out at regular intervals to identify, evaluate, manage, monitor and mitigate all
business risks.
DETAILS OF NUMBER OF CASES FILED, IF ANY, AND THEIR DISPOSAL IN TERMS OF SECTION 22 OF
THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT,
2013
No case of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 was filed.
SECRETARIAL AUDIT
M/s. KJ & Associates, Company Secretaries in Practice, have been appointed by the
Company as Secretarial Auditor to undertake Secretarial Audit of the Company, pursuant to
the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment
and Remuneration of Managerial Personnel) Rules 2014, The Secretarial Audit Report is
annexed herewith as Annexure–II.
As regards observations in the Secretarial Audit Report due to severe financial
conditions the Company had not been able to comply with certain provisions of the law. The
Company will make necessary compliance once the financial conditions permit the same.
AUDITORS & AUDITORS' REPORT
Santosh Gupta & Co., Chartered Accountants, Faridabad (ICAI Firm Registration No.
009713N), are the Auditors of the Company. Being eligible, they have offered themselves
for ratification of their appointment and accordingly, a resolution is proposed in the
Notice convening the ensuing annual general meeting for ratification of their appointment
to hold office from the conclusion of the ensuing annual general meeting to the conclusion
of the next Annual General Meeting.
No frauds have been reported under Section 143(12) of the Act by the Auditors of the
Company.
Auditors' report is self-explanatory and therefore does not require further comments
and explanation.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3) (c) read with 134(5) of the Companies Act, 2013, it is
hereby stated that:
(a) In the preparation of the annual accounts for the financial year ended 31st
March, 2018, the applicable Indian Accounting Standards have been followed alongwith
proper explanation relating to material departures;
(b) the directors had 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 March 31, 2018 and of the profit
and loss of the company for the year ended on that date;
(c) the directors had taken proper and sufficient care for 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 directors had prepared the annual accounts on a going concern basis.
(e) the Directors have laid down Internal financial controls to be followed by the
company which are adequate and were operating effectively;
(f) the directors had devised proper system ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
The Board of Directors of the Company acknowledge with gratitude the co-operation and
assistance received from the Central and State Government Authorities, Shareholders,
Banks/other lenders, Vendors and other business associates for their confidence, support
and forbearance.
For and on behalf of the Board
Sd/- Vijay Misra
Chairman
DIN 00458031
Place: Delhi
Date: 09.08.2018