| Dear Members,
The Directors are pleased to present the 22nd Annual Report of the
Company along with Audited Financial Statements, for the year ended
31st March, 2015.
FINANCIAL HIGHLIGHTS:
Particulars Year ended Year ended
31st March, 31st March,
2015 2014
Total Income 504.57 498.61
Total Expenditure 530.49 597.81
Profit / (Loss) from Operations (25.92) (99.20)
before Other Income, Finance
Cost & Exceptional Items
Profit / (Loss) from Ordinary (25.92) (99.20)
Activities before Finance Cost &
Exceptional Items
Profit / (Loss) from Ordinary (46.71) (111.26)
Activities after Finance Cost but
before Exceptional Items
Exceptional Items Profit / (Loss) 18.99 12.20
Profit / (Loss) from Ordinary (27.72) (99.06)
Activities before Tax
Total Tax 0.09 0.00
Net Profit / (Loss) from (27.81) (99.06)
Ordinary Activities After Tax
Net Profit / (Loss) For the (27.81) (99.06)
period
PERFORMANCE REVIEW:
During the year ended 31st March, 2015, your Company earned
consolidated revenue of Rs. 596.49 Lacs as compared to Rs. 583.50 Lacs
in the previous year. The consolidated operations have recorded a loss
of Rs. 33.33 Lacs as compared to a loss of Rs. 152.91 Lacs in the
previous year. The net loss suffered is being carried over to the
Balance Sheet.
Detailed information on operational and financial performance, etc. of
the Company for the financial year is given in the Management
Discussion and Analysis which is set out separately with the Directors'
Report.
DIVIDEND:
Due to inadequacy of profits your Directors regret their inability to
recommend any Dividend for the year.
CONSOLIDATED ACCOUNTS:
The Consolidated Statement of Profit and Loss for the year ended 31st
March, 2015 and the Balance Sheet as on that date as required under
Listing Agreement is also enclosed herewith.
During the year, the Issued, Subscribed and Paid Up Equity Share
Capital of the Company has increased due to conversion of 5,206,454
0.5% Fully Convertible Preference shares of Rs. 10/- each into
26,032,270 Equity Shares of Rs. 2/- each. There is no change in the
Total Authorised and Paid Up Equity Share Capital of the Company.
OPERATIONS OF SuBSIDIARY:
Vertex Commodities and Finpro Private Limited:
During the year ended 31st March, 2015 the subsidiary company Vertex
Commodities And Finpro Private Limited had total
SHARE CAPITAL STRuCTuRE:
Year ended Year ended
Particulars 31st March, 31st March,
2015 2014
SHARE CAPITAL:
73,753,805 (P.Y 73,753,805) 147,507,610 14,75,07,610
Equity Shares of Rs. 2/- each
5,981,739 (P.Y 5,981,739) 0.5% 59,817,390 5,98,17,390
Preference shares of Rs. 10/- each
5,00,000 (P.Y 5,00,000) 15% 50,000,000 5,00,00,000
Non-Cumulative Redeemable Preference
shares of Rs. 100/- each
TOTAL 257,325,000 257,325,000
ISSuED, SuBSCRIBED AND PAID uP CAPITAL:
73,753,750 (P.Y 47,721,480) 147,507,500 95,442,960
Equity Shares of Rs. 2/- each
Nil (P.Y 5,206,454) 0.5% Fully - 52,064,540
Convertible Preference shares of
Rs. 10/- each fully paid up
27,758 (P.Y 27,758) 15% Non 2,775,800 2,775,800
Cumulative Redeemable Preference
Shares of Rs. 100/- each
TOTAL 150,283,300 150,283,300
revenue of Rs. 9,191,485 and loss of Rs. 552,521 as against the total
revenue of Rs. 1,33,89,365 and loss of Rs. 53,86,350 respectively in
the previous year.
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Government of India, the Balance Sheet, Statement of
Profit and Loss and other documents of the subsidiary company are not
being attached with the Balance Sheet of the Company. The Company will
make available the Annual Accounts of the subsidiary company and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the subsidiary
company will also be kept open for inspection at the Registered Office
of the Company and that of the Subsidiary Company.
The Consolidated Financial Statements presented by the Company include
the financial results of its subsidiary company.
LISTING ON STOCK EXCHANGE
The Company's Equity Shares continue to be listed on The BSE Ltd.
DIRECTORS AND KMP:
In accordance with the provisions of Section 152 of the Companies Act,
2013 read with Companies (Appointment and Qualification of Directors)
Rules, 2014, Mr. U. Ramachandran, Director of the Company (DIN:
00493707), retires by rotation at the ensuing Annual General Meeting
and being eligible, has offered himself for re-appointment and your
Board has recommended his re-appointment.
Mrs. Latha Anand was appointed as an Additional Independent Woman
Director of the Company pursuant to Section 161 of the Companies Act,
2013 by the Board of Directors on 12th May, 2015. In accordance with
the provisions of Section 149 of the Companies Act, 2014 read with
Companies (Appointment and Qualification of Directors) Rules, 2014, the
approval of Members is being sought at the ensuing Annual General
Meeting of the Company for the appointment of Mrs. Latha Anand as
Independent Director who shall hold office for a term up to five
consecutive years on the Board of the company and will not be liable to
retire by rotation.
Pursuant to Clause 49(g) (1) of the Listing Agreement with the Stock
Exchange, brief resume of the Directors proposed for
appointment/re-appointment has been given in the Notice convening the
Annual General Meeting.
In accordance with the provisions of Section 203 of the Companies Act,
2013, Ms. Aswathi C Madhavadas, an Associate Member of the Institute of
Company Secretaries of India, was appointed as Company Secretary and
Compliance Officer of the Company w.e.f. 12th May, 2015.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for 2014- 15, as required
under Clause 49 of the Listing Agreement,forms part of the Annual
Report and is attached separately as Annexure A.
REPORT ON CORPORATE GOVERNANCE
The report on Corporate Governance as per the requirement of the
Listing Agreement forms an integral part of this Annual Report. The
Report on Corporate Governance is provided as Annexure B
AUDITORS' REPORT
Referring to observations a) and b) given under "Basis for Qualified
Opinion" in the Independent Auditors Report, it is clarified that:
(a) as stated in notes forming part of accounts the management has
evaluated long term investments and confirm that there exist no
circumstances which warrant any provision in the accounts for a
possible diminution in the value.
(b) as the company has initiated legal actions for the recovery of the
dues, it will not be prudent to make any provisions as the cases are in
various stages in different Courts.
SECRETARIAL AUDIT
A Report on Secretarial Audit is appended to this report as Annexure C
Referring to the qualifications by the Secretarial auditors, it is
clarified that:
i. The Company has not yet found a suitable person for the post of
Chief Financial Officer (CFO). However, the appointment of CFO is under
process as the requirement is mandated by the Companies Act, 2013.
ii. The change in shareholding of the Promoters and Top Ten
Shareholders, which is to be intimated to the Registrar of Companies in
the prescribed form pursuant to Section 93 of the Companies Act, 2013,
is delayed as there were some discrepancies in the Distinctive Numbers
of the Shares provided by the Registrar and Transfer Agents and the
Stock Exchange. The matter is clarified and the prescribed return have
since been filed.
EXTRACT OF ANNuAL RETURN
An extract of Annual return in Form MGT-9 is appended to this report as
Annexure D
BOARD COMMITTEES:
The Board of Directors of the Company had already constituted various
Committees in compliance with the provisions of the Companies Act, 2013
and Listing Agreement, such as Audit Committee, Remuneration and
Compensation Committee, Share Transfer and Stakeholders' Relationship
Committee.
During the year under review, in compliance with the above said
provisions, the Board has re-constituted Remuneration and Compensation
Committee into Nomination, Remuneration and Compensation Committee. The
Committee acts as a Nomination and Remuneration Committee under Section
178(1) of the Companies Act, 2013 and as Compensation Committee under
Regulation 5 of Securities and Exchange Board of India (Employee Stock
Option Scheme and Employee Share Purchase Scheme) Guidelines, 1999.
All decisions pertaining to the constitution of the Committees,
appointment of members and fixing of terms of reference/role of the
Committees are taken by the Board of Directors.
Details of the role and composition of these Committees, including the
number of meetings held during the financial year and attendance at
meetings, are provided in the Corporate Governance Report, which forms
a part of the Annual Report.
MEETINGS
The details regarding the meeting of the Board of Directors, Committees
of the Board and meeting of Independent Directors are provided in the
Report on Corporate Governance, which forms part of the Annual Report.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy recommended by the Nomination
and Remuneration Committee is duly approved by the Board of Directors
of the Company and the policy is attached to the Board's Report as
Annexure E
VIGILANCE MECHANISM AND WHISTLE BLOWER POLICY
The Company has a Vigilance Mechanism and Whistle Blower Policy to deal
with instances of fraud and mismanagement. The policy is uploaded in
the website of the Company.
RISK MANAGEMENT
Pursuant to the requirement of Section 134 of the Companies Act, 2013,
the Company has in place a Risk Management Policy, to identify and
evaluate business risk and opportunities. The policy has different risk
models which help in identifying risks trend, exposure and potential
impact analysis at a Company Level.
PERFORMANCE REVIEW OF BOARD, COMMITTEE AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of Section 134(3) (p), Section 149(8) and
Schedule IV of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, annual performance evaluation of the Directors as well as
the Committees of the Board has been carried out.
The performance evaluation of the Independent Directors was carried out
by the entire Board of Directors of the Company and the performance
evaluation of the Chairman and Non- Independent Directors was carried
out by the Independent Directors.
STATEMENT OF DECLARATION ON INDEPENDENT DIRECTORS
The Board of Directors declares that the Independent Directors
of the Company are persons:
* who possess relevant expertise and experience to be an independent
director in the Company;
* who was/were not a promoter of the company or its holding,
subsidiary or associate company;
* who is not related to promoters / directors / persons occupying
management position at the board level or level below the board in the
company, its holding, subsidiary or associate company;
* who, apart from receiving director sitting fees / remuneration,
has/had no pecuniary relationship / transactions with the company, its
promoters, its directors, its senior management or its holding,
subsidiary or associate company, or their promoters, or directors,
during the two immediately preceding financial years or during the
current financial;
* none of whose relatives has or had any pecuniary relationship or
transaction with the company, its holding, subsidiary or associate
company, or their promoters, or directors, amounting to 2% or more of
its gross turnover or total income or Rs. 50 Lacs or such higher amount
as may be prescribed, whichever is lower, during the two immediately
preceding financial years or during the current financial year;
* who, neither himself nor any of his relatives:
a) holds or has held the position of a key managerial personnel or is
or has been employee/executive of the company or its holding,
subsidiary or associate company in any of the three financial years
immediately preceding the financial year;
b) is or has been an employee or proprietor or a partner, in any of the
three financial years immediately preceding the financial year of;
a. a firm of auditors or company secretaries in practice or cost
auditors of the company or its holding, subsidiary or associate
company; or
b. any legal or a consulting firm that has or had any transaction with
the company, its holding, subsidiary or associate company amounting to
10% or more of the gross turnover of such firm;
c) holds together with my relatives 2% or more of the total voting
power of the company; or
d) is a Chief Executive or director, by whatever name called, of any
nonprofit organization that receives 25% or more of its receipts from
the company, any of its promoters, directors or its holding, subsidiary
or associate company or that holds 2% or more of the total voting power
of the company; or
* who is not a material supplier, service provider or customer or a
lessor or lessee of the company;
* who is not less than 21 years of age.
AUDITORS
M/s. Rahul Gautam Divan & Associates, Chartered Accountants, Mumbai will
retire at the ensuing Annual General Meeting and have confirmed their
eligibility and willingness for re- appointment. Your Directors
recommend their appointment.
EMPLOYEE STOCK OPTION SCHEME (ESOP)
Disclosures as per the Securities and Exchange Board of India (Employee
Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines,
1999, and disclosure pursuant to the Rule 12(9) of Companies (Share
Capital and Debenture) Rules, 2014 are provided as Annexure F to the
Board's Report.
PENALITIES/PUNISHMENTS OR COMPOUNDING OF OFFENCES
There are no significant and material orders passed by the Courts,
Tribunal or other Regulators impacting the going concern status and
company's operations in future.
PARTICULARS OF LOANS, GUARANTEES OR INVESTEMENTS MADE U/S 186
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are provided in
the Notes to Financial Statements of the Company.
RELATED PARTY TRANSACTIONS
All Related Party Transactions attracting compliance under Section 188
of the Companies Act are placed before the Audit Committee as well as
before the Board for approval.
The disclosures on the Related Party Transactions in the Form AOC-2 are
provided as Annexure G.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public, or its
employees during the year under review.
TRANSFER TO INVESTOR EDuCATION AND PROTECTION FUND (IEPF)
Your Company has, during the year, transferred an amount of Rs. 9,666/-
to Investor Education and Protection Fund (IEPF), in compliance with
the provisions of the Companies Act, 1956. The amount represents the
dividend for the year 2006-07 which remained unclaimed by the members
of the Company for a period exceeding 7 years from its due date of
payment.
PARTICuLARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION
The information required under Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is attached
herewith as Annexure H.
CONSERVATION OF Energy, Technology ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OuTGO
In view of the nature of activities which are being carried on by the
Company, the disclosures regarding Conservation of Energy & Technology
Absorption are not applicable to the Company.
SEXUAL HARASSMENT
The Company has constituted an Internal Complaints
Committee as per Section 4 of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year, there were no cases filed pursuant to the above said
provisions.
MATERIAL CHANGES
There are no material changes affecting the financial position of the
Company between the date of Financial Statements and the Board's
report.
DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies
Act, 2013, your Directors confirm that:-
a) in the preparation of the Annual Accounts for the year ended 31st
March, 2015, applicable Accounting Standards have been followed along
with proper explanation relating to material departures, wherever
necessary.
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 the loss of the
Company for the year ended 31st March, 2015.
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 an ongoing
concern basis.
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial control is
adequate and was 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.
ACKNOWLEDGEMENT
Your Directors would like to express their gratitude to the officials
of National Stock Exchange of India Limited, Bombay Stock Exchange
Limited, Cochin Stock Exchange, Over the Counter Exchange of India,
National Securities Depository Limited, Central Depository Services
(India) Limited and also to the Shareholders and Bankers.
Your directors recognize and appreciate the efforts and hard work of
all the employees of the Company and their continued contribution it
its progress.
For and On behalf of the Board of Directors
kumar Nair
Chairman and Managing Director
(DIN: 00320541)
Place : Cochin-18
Date : 27.07.2015
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