E2E Networks Ltd
Directors Reports
Dear Members,
Your Directors have pleasure in presenting the 09th Annual Report of the business and
operations of your Company, along with the Audited Financial Statements, for the Financial
year ended on March 31, 2018.
FINANCIAL SUMMARY OF OPERATIONS
The financial performance during the Financial Year 2017-18 is summarized below:
(Amount in ' lacs)
| Particulars |
Standalone |
|
FY18 |
FY17 |
| Total Income |
3629.67 |
2952.89 |
| Total Expenditure |
2822.44 |
2309.58 |
| Profit before depreciation, finance Costs & tax |
1810.08 |
1696.20 |
| Depreciation |
974.16 |
986.89 |
| Finance Costs |
28.69 |
66.00 |
| Profit/(Loss) before tax |
807.23 |
643.31 |
| Provision for Tax: Current |
341.09 |
219.70 |
| Earlier Year Tax |
- |
0.91 |
| Deferred Tax |
(109.81) |
(24.28) |
| Net Profit for the Year |
575.95 |
446.98 |
The Total Revenue on Standalone basis for the year ended, 31st March, 2018 was '
3,629.67 lacs as compared to ' 2,952.89 lacs during the previous year ended 31st March,
2017. The Profit after tax for the year ended 31 March, 2018 was ' 575.95 lacs as compared
to ' 446.98 lacs.
Basic earnings per share (post bonus issue) was ' 5.05/- for the year 2017-18 as
compared to ' 3.92/- for the previous year 2016-17.
BRIEF DESCRIPTION OF THE STATE OF THE COMPANY'S AFFAIRS
E2E Networks Limited is one of the leading Cloud Computing infrastructure providers in
India. Using the vast experience in implementing and managing infrastructure for the web,
mobile or enterprise-centric workloads, the company has built its Multi-Cloud CloudOps
platform, which support any public cloud across the world.
SHARE CAPITAL
During the year under review, following changes took place in the capital structure of
the Company.
The Authorised Share capital of the company was increased from ' 50,00,000 divided into
3,50,000 equity shares and 1,50,000 preference shares of ' 10/- each to ' 16,50,00,000
divided into 1,63,50,000 equity shares and 1,50,000 Preference shares of ' 10/- each.
1,00,515 Preference shares divided into 33,334 Series A 1% Cumulative Convertible
Preference Shares of ' 10/- each and 67,181 Series A1 Cumulative Compulsory Convertible
Preference shares with a cumulative 1% coupon rate and/or preferential dividend of ' 10/-
each were converted into 1,00,515 equity shares. Consequent to said conversion, the issued
and paid up share capital of the company was enhanced to ' 37,08,100 divided into 3,70,810
equity shares of face value of ' 10/- each. During the year under review, the company
issued 1,11,24,300 bonus shares to the existing shareholders of the company in the ratio
of 30:1. Consequent to the said allotment the issued and paid up share capital of the
company was enhanced to ' 11,49,51,100 divided into 1,14,95,110 equity shares of face
value of ' 10/- each.
The Company came up with IPO on May 03, 2018 of 38,58,000 equity shares of face value
of ? 10/- each for cash at a price of ' 57/- per equity shares (including a share premium
of ' 47/- per equity shares) aggregating ' 2,199.06 lacs comprising of fresh issue of
27,50,000 equity shares aggregating up to ' 1,567.50 lacs and an offer for sale of
11,08,000 equity shares aggregating to ' 631.56 lacs. Consequent to IPO, the issued and
paid up capital of the Company was enhanced to ' 14,24,51,100 divided into 1,42,45,110
equity shares of face value of ' 10/- each.
EMPLOYEE STOCK OPTION PLANS/SCHEMES
Compensation Committee of the Board of Directors of the Company, inter alia administers
and monitors the Employee stock Option Schemes of the Company in accordance with the
Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014
{erstwhile Securities and Exchange Board of India (Employee Stock Option Scheme and
Employee Stock Purchase Scheme) Guidelines, 1999 ('the SEBI Guidelines')}. Details as
required under the SEBI Guidelines for Employees Stock Option Scheme 2018 have been
uploaded on the website of the Company and can be accessed through the link
https://www.e2enetworks.com/wp-content/uploads/2018/08/E2E_Employee_Stock_option_
scheme_Details_2017-18.pdf
Certificate from Auditors confirm that scheme have been implemented in accordance with
the SEBI Regulations will be placed at the forthcoming Annual General Meeting of the
Company for inspection by the members.
DIVIDEND
Due to future laid down plans, profits have been deployed back to the Reserve &
Surplus, and the Directors have not recommended any dividend for the period ended March
31, 2018.
RESERVES
During the year under review, the board has decided to transfer the profit of '
575.95/- lacs to the general reserve of the Company.
PUBLIC DEPOSITS
During the year under review, your Company has neither invited nor accepted any fixed
deposits from the public within the meaning of Section 73 of the Companies Act, 2013, read
with the Companies (Acceptance of Deposits) Rules, 2014.
STATUTORY AUDITORS
Your Company's Auditor's M/s SHA & Associates, Chartered Accountants (Firm
Registration No. 017649C) were appointed at the 7th AGM to hold the office until the
conclusion of 12th AGM. However, vide their letter dated August 14, 2018 they have
expressed their inability to continue as Statutory Auditors of your company up to the
conclusion of the forthcoming AGM. The Board thus appointed M/s B.B Associates, Chartered
Accountants (Firm Registration No.023670N) as Statutory Auditors of your company due to
the casual vacancy caused by the said resignation effective August 14, 2018 till the
conclusion of the forthcoming AGM.
As per the provisions of Section 139(8)(i) of the Companies Act, 2013, any casual
vacancy in the office of an auditor shall be filled by the Board of Directors within
thirty days from the date of resignation of auditor. The Board on August 21, 2018 has
recommended appointment of M/s B.B & Associates, Chartered Accountants as Statutory
Auditors of the Company and to hold office for a period of up to five consecutive years
from the conclusion of the 9th AGM till the conclusion of the 14th AGM.
Your company has obtained consent of M/s B.B. & Associates and a certificate in
accordance with Section 139, 141 and other applicable provisions of the Act to the effect
that their appointment if made, will be in accordance with the conditions prescribed and
that they are eligible to hold office as Statutory Auditors of the Company.
AUDITORS' REPORT
The observations of the Statutory Auditors in the Auditors' Report together with the
relevant notes to Accounts in Schedules are self - explanatory and therefore do not call
for any further explanation.
SECRETARIAL AUDIT
As the National Stock Exchange of India Limited (NSE) has granted listing approval on
its SME platform effective May 15, 2018, so the company is not required to undergo the
secretarial Audit for the financial year 2017-18. Also, the status of the company has
changed from Private Limited to Limited on March 14, 2018, thus section 204 of Companies
Act, 2013 is not applicable for company. After attaining the status of Limited company,
the criteria of paid up capital and turnover as per section 204 of Companies Act, 2013 is
not applicable to the Company.
As the Company has attained status of SME listed company on NSE Emerge in the current
year, so in order to comply with the provisions of Section 204 of Companies Act, 2013 and
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Board of Directors had appointed M/s MAKS & Co. Company secretaries, for conducting
Secretarial Audit of the Company for the Financial Year 2018-19.
BOARD MEETINGS
During the financial year, 27 (Twenty-Seven) Board Meetings were held and the gap
between two meetings did not exceed one hundred and twenty days.
COMMITTEES OF THE BOARD
The following are the committees constituted by the Board:
(i) Audit Committee;
(ii) Nomination and Remuneration Committee
(iii) Stakeholder Relationship Committee
(iv) Corporate Social Responsibility Committee
(v) Compensation Committee
The Composition of the committees as on March 31, 2018 is as follows:
(i) Audit Committee
| S.No. Name of Director |
Designation |
| 1. Mr. Varun Pratap Rajda |
Non-Executive and Independent Director |
| 2. Mr. Gaurav Munjal |
Non-Executive and Independent Director |
| 3. Mr. Manjit Rai Dua |
Non-Executive Director |
(ii) Nomination and Remuneration Committee
| S.No. Name of Director |
Designation |
| 1. Mr. Varun Pratap Rajda |
Non-Executive and Independent Director |
| 2. Mr. Gaurav Munjal |
Non-Executive and Independent Director |
| 3. Mr. Manjit Rai Dua |
Non-Executive Director |
(iii) Stakeholder Relationship Committee
| S.No. Name of Director |
Designation |
| 1. Mr. Varun Pratap Rajda |
Non-Executive and Independent Director |
| 2. Mr. Gaurav Munjal |
Non-Executive and Independent Director |
| 3. Mr. Manjit Rai Dua |
Non-Executive Director |
(iv) Corporate Social Responsibility Committee
| S.No. Name of Director |
Designation |
| 1. Ms. Srishti' Baweja |
Wholeti'me Director |
| 2. Mr. Gaurav Munjal |
Non-Executive and Independent Director |
| 3. Mr. Varun Pratap Rajda |
Non-Executive and Independent Director |
(v) Compensation Committee
| S.No. Name of Director |
Designation |
| 1. Mr. Manjit Rai Dua |
Non-Executive Director |
| 2. Mr. Gaurav Munjal |
Non-Executive and Independent Director |
| 3. Mr. Varun Pratap Rajda |
Non-Executive and Independent Director |
BOARD/COMMITTEE MEETINGS
Table containing details of meetings of various Board/Committees along with dates are
as below:
| S.No. Board/Committee |
No. of Meetings |
Date of Meetings |
| 1. Board |
27 |
(i) 03.04.2017 |
|
|
(ii) 28.04.2017 |
|
|
(iii) 08.06.2017 |
|
|
(iv) 13.06.2017 |
|
|
(v) 15.06.2017 |
|
|
(vi) 24.06.2017 |
|
|
(vii) 30.06.2017 |
|
|
(viii)11.08.2017 |
|
|
(ix) 04.09.2017 |
|
|
(x) 01.12.2017 |
|
|
(xi) 02.12.2017 |
|
|
(xii) 12.12.2017 |
|
|
(xiii) 03.01.2018 |
|
|
(xiv) 18.01.2018 |
|
|
(xv) 19.01.2018 |
|
|
(xvi) 25.01.2018 |
|
|
(xvii) 31.01.2018 |
|
|
(xviii) 02.02.2018 |
|
|
(xix) 03.02.2018 |
|
|
(xx) 03.02.2018 |
|
|
(xxi) 05.02.2018 |
|
|
(xxii) 09.02.2018 |
|
|
(xxiii) 16.02.2018 |
|
|
(xxiv) 21.02.2018 |
|
|
(xxv) 01.03.2018 |
|
|
(xxvi) 08.03.2018 |
|
|
(xxvii) 16.03.2018 |
| 2. Audit Committee (ACM) |
Nil |
- |
| 3. Nomination and Remuneration Committee (NRC) |
Nil |
- |
| 4. Stakeholder Relationship committee (SRC) |
Nil |
- |
| 5. Corporate Social Responsibility Scheme (CSR) |
Nil |
- |
| 6. Compensation Committee (CC) |
1 |
(i) 02.03.2018 |
ATTENDANCE OF DIRECTORS/MEMBERS AT THE BOARD AND COMMITTEE MEETINGS
As per standard 9 of the Secretarial Standard on Meetings of the Board of Directors
('SS-1') issued by the Institute of Company Secretaries of India ('ICSI'), the attendance
of Directors at Board and Committee meetings held during the financial year 2017-18 are as
under:
| S.No. Name of Director |
BM |
ACM |
NRC |
SRC |
CSR |
CC |
| 1 Mr. Karthik Reddy Bezawada#1 |
2 |
N.A. |
N.A. |
N.A. |
N.A. |
N.A. |
| 2. Manjit Rai Dua#2 |
27 |
- |
- |
- |
- |
1 |
| 3. Tarun Dua#3 |
27 |
N.A |
N.A. |
N.A. |
N.A. |
N.A. |
| 4. Srishti Baweja#4 |
10 |
N.A. |
N.A. |
N.A. |
- |
- |
| 5. Gaurav Munjal#5 |
1 |
- |
- |
- |
- |
1 |
| 6. Varun Pratap Rajda#6 |
1 |
- |
- |
- |
- |
1 |
#1. Mr. Karthik Reddy Bezawada has resigned from the post of Nominee Director w.e.f.
31.01.2018.
#2. Designation of Mr. Manjit Dua has been changed from Executive Director to
Non-Executive Director w.e.f. 31.01.2018. #3. Mr. Tarun Dua has been appointed as Managing
Director w.e.f. 31.01.2018.
#4. Ms. Srishti Baweja has been appointed as a Wholetime Director w.e.f. 31.01.2018.
#5. Mr. Gaurav Munjal has been appointed as additional Independent Director w.e.f.
09.02.2018.
#6. Mr. Varun Pratap Rajda has been appointed as additional Independent Director w.e.f.
09.02.2018.
DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
The 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 Regulation
16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
SUBSIDIARY COMPANIES
The Company does not have any subsidiary company.
LISTING
The equity shares of your company have been listed on SME platform of National Stock
Exchange of India Ltd (NSE) Emerge w.e.f. May 15, 2018. The Annual listing fees have been
paid to NSE.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the financial year ended 31st March, 2018, no loan, guarantee and investment was
made by the Company in terms of Section 186 of the Companies Act, 2013 and rules made
thereunder.
REPORT ON FRAUDS U/S 143 (12) OF THE COMPANIES ACT, 2013
The Auditors during the performance of their duties have not identified any offence of
fraud committed by the company or its officers or employees. Therefore, no frauds have
been reported to the Central Government under Section 143 (12) of the Companies Act, 2013.
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR
After obtaining the status of Limited Company, the Company came with IPO on May 03,
2018 of 38,58,000 equity shares of face value of ' 10/- each for cash at a price of ' 57/-
per equity shares (including a share premium of ' 47/- per equity shares) aggregating '
2,199.06 lacs comprising of fresh issue of 27,50,000 equity shares aggregating up to '
1,567.50 lacs and an offer for sale of 11,08,000 equity shares aggregating to ' 631.56
lacs.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
Even though operations of the Company are not energy intensive, the management has been
highly conscious of the importance of conservation of energy and technology absorption at
all operational levels and efforts are made in this
direction on a continuous basis. In view of the nature of activities which are being
carried on by the Company, the particulars as prescribed under Section 134(3)(m) of the
Act, read with rule 8 of the Companies (Accounts) Rules, 2014 regarding Conservation of
Energy and Technology Absorption are not applicable to the Company and hence have not been
provided.
The Company has continued to maintain focus and avail of export opportunities based on
economic considerations. The Company has incurred expenditure of ' 19.44 lacs (previous
year: ' 49.03 lacs) in foreign exchange and earned ' 150.45 lacs (previous year ' 103.46
lacs) in foreign exchange during the year under review.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS
To the best of management knowledge, no significant and material orders were passed by
regulators or courts or tribunals which could impact the going concern status and
company's operation in future.
EXTRACT OF ANNUAL RETURN
The Annual Return in Form MGT-9 as required to be prepared in terms of Section 92(3) of
the Act is being uploaded on the website of the Company and can be accessed through the
link https://www.e2enetworks.com/wp-
content/uploads/2018/08/ExtractofAnnualReturn_2017-18.pdf
RISK MANAGEMENT
The Company is not required to form a Risk Management Committee. However, the Company
has developed and implemented a risk management policy for identifying the risk associated
with business of the Company and measures to be taken by including identification of
elements of risk and measures to control them.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has an adequate Internal Control System, commensurate with size, scale and
complexity of its operations. They have been designed to provide reasonable assurance with
regard to recording and providing reliable financial and operational information,
complying with applicable statutes, safeguarding assets from unauthorized use, executing
transactions with proper authorization and ensure compliance of corporate policies. It has
continued its efforts to align all its processes and controls with global best practices.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
Though during the year under review, the provisions of Section 135 of the Companies
Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014, are
not applicable on the Company. The Company has voluntary constituted a Corporate Social
Responsibility Committee ('CSR Committee') and framed a Corporate Social Responsibility
Policy (CSR Policy). The CSR Policy is available on the website of the Company:
https://www.e2enetworks.com/wp- content/uploads/2018/03/CSR-Policies.pdf.
During the year under review, there was no change in the composition of CSR Committee.
In pursuit of the responsibilities entrusted to CSR Committee, a policy on Corporate
Social Responsibility has been prepared and adopted by the Board which is available at the
Website of the Company.
Corporate Social Responsibility (CSR) at E2E Networks Limited is inspired by a vision
of National transformation with strong commitment to sustainable growth. The Company has
created business models to connect communities with technologies, alongside delivering
long term shareholder value. The Company shall design and implement CSR programs that
positively impact communities. The Company believes that creating shared value with
stakeholder and communities shall enable drivers of growth.
E2E Networks Limited shall use following channels to drive its CSR Initiatives:
• Education and Skill Development: To promote education and enhance vocational
skills especially among children, women and differently abled persons.
• Health Care: To promote health care including rehabilitation facilities.
• Poverty and Malnutrition: To fight against hunger, poverty and malnutrition.
• Rural Development: To facilitate rural development and slum area development.
The Company donated ' 13 lacs to D-Cacus-Education Centre (DCEC) for the welfare of the
weaker sections and below poverty line groups of the nation.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015
is presented in a separate section forming part of the Annual Report.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
The Board of Directors has laid down the manner in which formal annual evaluation of
the performance of the board, Committees and individual directors has to be made. The
Company has in place a comprehensive and structured questionnaire for evaluation of the
Board and its Committees, Board composition and its structure, effectiveness, functioning
and information availability. This questionnaire also covers specific criteria and the
grounds on which all directors in their individual capacity will be evaluated. The
performance evaluation of the Independent Directors was done by the entire Board excluding
the director being evaluated.
PARTICULARS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
DIRECTORS
The Board at its meeting held on January 31, 2018 has appointed Ms. Srishti' Baweja
(DIN: 08057000) as a Whole time Director for a period of five years with effect from
January 31, 2018 and changed the designation of Mr. Tarun Dua (DIN: 02696789) and
appointed him as a Managing Director for a period of five years with effect from January
31, 2018 and subsequently their appointments were ratified by the members in the
Extra-ordinary General Meeting held on January 31, 2018. The Board at its meeting held on
January 31, 2018 changed the designation of Mr. Manjit Rai Dua (DIN: 03247358) from the
post of Executive Director to Non-Executive Director with effect from January 31, 2018 and
the same was approved by the members in the Extra-ordinary General Meeting held on January
31, 2018.
In addition to this, the board at its meeting held on February 09, 2018 has appointed
Mr. Gaurav Munjal (DIN: 02363421) and Mr. Varun Pratap Rajda (DIN: 07468016) as a
additional independent directors for a period of five years with effect from February 09,
2018 subject to the approval of shareholders at the ensuing annual general meeting of the
company.
During the period under review, Mr. Karthik Reddy Bezawada (the Nominee Director) has
resigned from the directorship of the Company w.e.f. January 31, 2018. The Board places on
record its appreciation for the contributions made by him during his tenure as a Nominee
Director with the company.
In accordance with the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Manjit Rai Dua (DIN:03247358), will be retiring by
rotation at the ensuing Annual General Meeting and being eligible has offered himself for
re-appointment. A brief resume, details of expertise and other directorships/committee
memberships held by Mr. Manjit Rai Dua forms part of Notice convening the Ninth Annual
General Meeting. The Board recommends his re-appointment to the members of the Company at
the ensuing Annual General Meeting.
The Company has received declarations from all the Independent Directors confirming
that they meet the criteria of Independence as prescribed under Section 149(6) of the
Companies Act, 2013.
KEY MANAGERIAL PERSONNEL
During the year the Board of Directors appointed Mr. Gaurav Aggarwal as a Chief
Financial Officer w.e.f January 31, 2018. The Board of Directors at its meeting held on
January 31, 2018 also appointed Ms. Bharti' Sharma as a Company Secretary & Compliance
Officer w.e.f. January 31, 2018 who resigned on July 09, 2018. The Board of Directors at
its meeting held on August 04, 2018 appointed Mr. Sumit Bansal as a Company Secretary and
Compliance Officer w.e.f. August 04, 2018.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and
Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements), Regulation,
2015 the Company has adopted a Vigil Mechanism/Whistle Blower Policy for Directors and
employee to report concerns about unethical behaviour, actual or suspected fraud or
violation of the Company's code of conduct or ethics policy. This policy is made available
on the Company's website www.e2enetworks.com. During the year, no complaint pertaining to
the company was received under the Whistle Blower mechanism.
PARTICULARS OF EMPLOYEES
The information required under Section 197 (12) of the Companies Act, 2013 read with
Rule 5(1) of Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as
Annexure A and forms part of this Report.
In accordance with the provisions of Section 197 (12) of the Companies Act, 2013, read
with Rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, no employee was in receipt of remuneration in excess of One Crore and two
lakh Rupees per year during the year under review. Further as required under the
provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the name and other particulars of employees are set out in
Annexure-B and forms part of this report.
POLICY ON NOMINATION, REMUNERATION AND BOARD DIVERSITY
The Board of Directors has framed a policy which lays down a framework in relation to
remuneration of Directors, Key Managerial Personnel and Senior Management of the Company.
This policy also lays down criteria for selection and appointment of Board Members as well
as diversity of the Board. The Company recognizes the benefits and importance of having a
diverse Board of Directors in terms of skill set and experience. The Company has an
optimum mix of executive and non-executive, independent directors and woman director. The
relevant Policy(ies) have been uploaded on the website of the Company and can be accessed
through the link https://www.e2enetworks.com/wp-
content/uploads/2018/03/Policy_Nomination-Remuneration-of-directors.pdf
RELATED PARTY TRANSACTIONS
All Related Party transactions that were entered into during the financial year
2017-2018 were on arm's length basis and in the ordinary course of business. There are no
materially significant related party transactions made by the Company with related parties
which may have a potential conflict of interest with the company.
All Related party transactions are placed before the Audit Committee for approval as
per the Related Party Transactions Policy of the Company as approved by the Board. The
policy is also uploaded on the website of the Company & can be accessed through the
link https://www.e2enetworks.com/wp-content/uploads/2018/03/Policy-on-RPT.pdf
Since, all the related party transactions that were entered into during the financial
year were on an arm's length basis and were in the ordinary course of business and there
was no material related party transaction entered by the Company during the year as per
Related Party Transactions Policy, no details are required to be provided in the Form
AOC-2 prescribed under clause (h) of sub-section (3) of section 134 of the Act and Rule
8(2) of the Companies (Accounts) Rules, 2014.
The details of the transaction with related parties are provided in the notes to
accompanying financial statements. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Directors 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, if any;
b) Appropriate accounting policies have been selected and applied consistently and have
made judgements 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 of
the Company for the year ended March 31, 2018;
c) Proper and sufficient care has been taken for the 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 annual accounts have been prepared on a going concern basis;
e) Proper internal financial controls were followed by the Company and such internal
financial controls are adequate and were operating effectively;
f) Proper systems are devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
POLICY AGAISNT SEXUAL HARASSMENT
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Work Place (Prevention, Prohibition and
Redressal) Act, 2013 and rules made thereunder. An Internal
Compliant Committee (ICC) is in place as per the requirements of the said Act to
redress complaints received regarding sexual harassment. All employees (permanent,
contractual, temporary, trainees) are covered under this policy. No case has been reported
during the year under review.
MAINTENANCE OF COST RECORDS
The maintenance of Cost Records as specified by the Central Government under Section
148(1) of the Companies Act, 2013 is not applicable to the Company as the company does not
fall under any of the category prescribed under Section 148(1) of Companies Act, 2013.
CORPORATE GOVERNANCE
The requirement of compliance with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with respect to Corporate Governance was not applicable to
the Company as the Company has been listed on the NSE Emerge with effect from May 15,
2018.
CAUTIONARY NOTE
Certain Statements in the Management Discussion and Analysis section may be forward
looking and are stated as required by applicable laws and regulations. Many factors may
affect the actual results, which would be different from what the Directors envisage in
terms of the future performance and outlook.
APPRECIATIONS AND ACKNOWLEDGEMENT
The Board places on record its appreciation for the continued co-operation and support
extended to the Company by its customers which enables the Company to make every effort in
understanding their unique needs and deliver maximum customer Satisfaction.
We place on record our appreciation of the contribution made by the employees at all
levels, whose hard work, cooperation and support helped us face all challenges and deliver
results. We acknowledge the support of our vendors, the regulators, the esteemed league of
bankers, financial institutions, rating agencies, government agencies, stock exchanges and
depositories, auditors, legal advisors, consultants, business associates and other
stakeholders.
On behalf of the Board of Directors
|
Sd/- |
Sd/- |
| Place: New Delhi |
Tarun Dua |
Srishti Baweja |
| Date: August 21, 2018 |
Managing Director |
Whole Time Director |
|
DIN:02696789 |
DIN:08057000 |