| Dear Members,
The Directors have pleasure in presenting the 16thAnnual Report of
the Company together with the Audited Accounts for the financial year
ended on 31st March, 2015 for your perusal, consideration and adoption.
State of Affairs of the Company:
Particular Unconsolidated
2014-15 2013-14
Total Revenue 27,46,408 86,45,797
Less :- Total expenditure (85,88,502) (1,23,04,166)
Profit (Loss) before Exceptional
and Extraordinary items
and Tax (58,42,094) (36,58,369) (58,53,731)
Exceptional item - -
Profit (Loss) before Extraordinary (58,42,094) (36,58,369)
items and Tax
Extraordinary items - -
Profit (Loss) before Tax (58,42,094) (36,58,369)
Tax: Current Tax - -
Tax relating to Prior Years
Deferred Tax (Liability)/Assets (1,35,703) 2,75,790
Profit (Loss) for the year before (57,06,391) (39,34,159)
minority interest
Minority interest (share of loss - -
transferred to minority)
Profit (Loss) after Tax (PAT) (57,06,391) (39,34,159)
Less:- Appropriation:
Adjustment relating to fixed Assets 3,31,686 -
Balance brought forward from (37,56,84,534) (37,17,50,376)
previous year
Balance carried to balance sheet (38,17,22,611) (37,56,84,534)
Particular Consolidated
2014-15 2013-14
Total Revenue 27,46,408 86,45,797
Less :- Total expenditure (86,00,139) (1,23,10,385)
Profit (Loss) before Exceptional
and Extraordinary items
and Tax (58,42,094) (36,64,587)
Exceptional item - -
Profit (Loss) before Extraordinary (58,53,731) (36,64,587)
items and Tax
Extraordinary items
Profit (Loss) before Tax (58,53,731) (36,64,587)
Tax: Current Tax
Tax relating to Prior Years 32,699 -
Deferred Tax (Liability)/Assets (1,35,703) 2,75,790
Profit (Loss) for the year before (57,50,727) (39,40,377)
minority interest
Minority interest (share of loss 53 7
transferred to minority)
Profit (Loss) after Tax (PAT) (57,50,673) (39,40,370)
Less:- Appropriation:
Adjustment relating to fixed Assets 3,31,686 -
Balance brought forward from (37,56,84,099) (37,17,43,729)
previous year
Balance carried to balance sheet (38,17,66,458) (37,56,84,099)
Review of operations:
There is no change in the nature of business of the company. During the
year under review, your Company earned a total income of Rs.
27,46,408/- as compared to a total income of Rs. 86,45,797/- of the
Previous Year and a net loss after tax of Rs. 57,06,391/- as compared
to net loss after tax of Rs. 39,34,159/- of previous year.
Dividend:
In view of overall accumulated losses, the directors express their
inability to recommend any dividend on Equity Shares for the current
financial year.
Public Deposits:
Your company has not accepted any deposits from public and as such, no
amount on account of principal or interest on deposits from public was
outstanding as on the date of the balance sheet.
Cautionary Statement:
Statement in this Management Discussion and Analysis Report deals with
Company's objectives, projections, estimates, expectations and
predictions. The expectations of the management are regarded as forward
looking statements with meaning of applicable securities, laws and
regulations. These 'forward looking statements' are inherently subject
to risks and uncertainties, beyond the control of the Company or its
management. Many factors could cause the actual results, performance
and achievements of the Company to be materially different from any
future results, performances or achievement that may be expressed or
implied by such forward looking statements. S Kumar Online Limited
shall not be liable for any loss which may arise as a result of any
action taken on the basis of the information contained herein nor would
be under any obligation to update the forward looking statements to
reflect developments of events of circumstances hereafter.
Extract of Annual Return
As provided under Section 92(3) of the Act, the extract of annual
return is given in Annexure I in the prescribed Form MGT-9, which forms
part of this report.
Composition of the Board:
Name Designation Appointment
1. Mr. Ramesh Gangwal Chairman & Independent Director 13/04/2007
2. Mr. Rudra Narain Jha Independent Director 19/05/2007
3. Mr. Omprakash P. Whole Time Director 25/10/2004
Pacheria
4. Ms. Chandra Mundhra Non-executive Director 26/03/2009
Name Cessation % of increase/ decrease
in the remuneration
during the financial
year
1. Mr. Ramesh Gangwal - -
2. Mr. Rudra Narain Jha - -
3. Mr. Omprakash P. - -
Pacheria
4. Ms. Chandra Mundhra - -
Board Independence:
Based on the confirmation / disclosures received from the Directors and
on evaluation of the relationships disclosed, the following
Non-executive Directors are Independent in terms of Clause 49 of the
Listing Agreement and Section 149(6) of the Companies Act, 2013:-
1) Mr. Ramesh Gangwal
2) Mr. Rudra Narain Jha
The Company has received a declaration from the Independent Director(s)
that he meets the criteria of independence as provided in Section
149(6) of the Companies Act, 2013 is annexed in Annexure II, which
forms part of this report.
Director's Responsibility Statement:
Pursuant to Section 134(5) read with Section134(3)(c) of the Companies
Act, 2013, in best of their knowledge and belief, the Board of
Directors confirm that:
a. In preparation of the annual accounts, the applicable accounting
standards had been followed along with the 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 true and fair view of the affairs of the company at
the end of the financial year and of the profit and loss of the company
for that period;
c. The Directors had 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 had prepared the annual accounts on a going concern
basis; and
e. The Directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
Explanation.-For the purposes of this clause, the term "internal
financial controls" means the policies and procedures adopted by the
company for ensuring the orderly and efficient conduct of its business,
including adherence to company's policies, the safeguarding of its
assets, the prevention and detection of frauds and errors, the accuracy
and completeness of the accounting records, and the timely preparation
of reliable financial information.
f. The Directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
Auditors:
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, The Auditors M/s. Shyam Malpani & Associates,
Chartered Accountants, who were appointed as statutory auditors of the
Company from the conclusion of the Fifteenth Annual General Meeting
(AGM) of the Company held on September 30, 2014 till the conclusion of
the Eighteenth Annual General Meeting (AGM) of the Company subject to
ratification of their appointment at every AGM at a remuneration
(including term of payment) to be fixed by Board of Directors of the
Company, plus service tax and such other tax(es), as may be applicable
& reimbursement of all out-of-pocket expenses in connection with the
audit of the accounts of the Company.
Explanation on qualifications in Auditors' Report
The Management is constantly trying to introduce new e-Commerce
business model and revival of the IT Management Consultancy segment of
the Company to eradicate cash flow mismatches and negative net worth of
the Company. Management is confident that in near future, Company will
be in revival mode and thereby going concern will not be affected.
Explanation on qualifications in Secretarial Auditors' Report
Company had constantly tried to hire a qualified person for the
position of Company Secretary but due to adverse financial position of
Company there was a delay to find suitable condidate. However, Company
has appointed a Company Secretary in the current financial year w.e.f.
15.06.2015. Regarding borrowings in contravention of Section 180(1)(c),
such borrowings had been made in good faith and in the interest of
company. However, management is in process to take approval of the
shareholders in compliance of Section 180(1)(c) at forthcoming Annual
General Meeting. Company had filed e-form 20B well within time limit
specified by the Act. A list of shareholders was attached with the
e-form. However due to a clerical mistake while filing e-form, Company
was supposed to submit a separate list of shareholders in CD with
Registrar of Companies, Mumbai (Maharashtra). Company is in process to
send a CD to Registrar of companies, Mumbai
(Maharashtra) for approval of E-form 20B. There were delays in filing
of e-forms due to unavoidable circumstance, However Company had filed
the same with Registrar of Companies, Mumbai (Maharashtra) with
additional fees. Company had constantly tried for filing of E-form
MGT-15 but due to some technical reason we are unable to file the same.
However, Company is in process to file the said e-form with additional
fees with Registrar of Companies, Mumbai (Maharashtra). Secretarial
Audit Report is attached as Annexure III.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Secretarial Standards etc.
issued by the regulatory bodies.
Internal Audit
The Company has appointed Internal Auditor. The scope and authority of
the Internal Auditor is as per the terms of reference approved by the
Audit Committee. To maintain its objectivity and independence, the
Internal Auditor reports to the Chairman of the Audit Committee of the
Board & to the Chairman & Whole Time Director.
The Internal Auditor monitors and evaluates the efficacy and adequacy
of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies of the Company.
Based on the report of Internal Auditor, process owners undertake
corrective action in their respective areas and thereby strengthen the
controls. Significant audit observations and recommendations along with
corrective actions thereon are presented to the Audit Committee of the
Board.
Board Meetings:
During the financial year there were 4 board meetings on following
dates:
Sr. No. Date
1 22.05.2014
2 04.08.2014
3 14.11.2014
4 10.02.2015
Annual Evaluation of Board's and Committee's Performance:
The board of directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India ("SEBI") under
Clause 49 of the Listing Agreements.
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,
information and functioning, 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 and the Nomination and Remuneration Committee 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,
meaningful and constructive contribution and inputs in meetings, etc.
In addition, the Chairman was also evaluated on the key aspects of his
role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and of
the Chairman was evaluated, taking into account the views of executive
and non- executive directors. 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.
Policy on directors' appointment and remuneration and other details
The Company's policy on directors' appointment and remuneration and
other matters provided in Section 178(3) of the Act has been disclosed
in the corporate governance report, which forms part of the directors'
report.
Conservation of energy, technology absorption and Foreign Exchange
Earning & Outgo:
A. Conservation of Energy:
During the year under review the Company has not spent any amount on
conservation of energy. Hence the Company has nothing to report as per
the requirements of Section 134 (3) (m) of the Companies Act, 2013 read
with the Companies (Accounts) Rule, 2014.
B. Technology Absorption:
During the year under review the Company has not absorbed any
technology and hence the Company has nothing to report as per the
requirements of Section 134 (3) (m) of the Companies Act, 2013 read
with the Companies (Accounts) Rule, 2014.
Composition of Committees and other related details:
The Composition of various committees and other related details are
disclosed in Corporate Governance Report forming part of this Annual
Report.
Vigil Mechanism
The company has a policy on vigil mechanism and the same has been kept
on the website of the company.
Sexual Harassment of Women at Workplace (Prevention, Prohibition And
Redressal) Act, 2013
Our Company is committed to provide work environment that ensures every
employee is treated with dignity and respect and afforded equitable
treatment. The Company is also committed to create a healthy working
environment that enables employees to work without fear of prejudice,
gender bias and sexual harassment.
During the financial year 2014-15, there were no cases reported under
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
Corporate Social Responsibility (CSR)
The provisions relating to Corporate Social Responsibly are not
applicable to the Company.
Significant and Material Orders
There are no significant and material orders passed by the regulators
or courts or tribunals impacting the going concern status and Company's
operations in future.
Particulars of Contracts or arrangements with related parties
Your Company has not entered into any contracts or arrangements of
material nature with related parties i.e. Directors or their
relatives, which may conflict with the interest of the Company at
large. The details of the related party transactions, if any, are
disclosed in the financial section of this Annual Report.
Particulars of loans, guarantees or investments under section 186:
Your Company has not given any loans, guarantee or made any investments
in contravention of section 186 of the Companies Act, 2013. The
particulars of loans, guarantees and investments, if any, are disclosed
in the financial section of this Annual Report.
Particulars of Employees:
The information required under Section 197 of the Act read with rule 5
of the Companies (Appointment andRemuneration of Managerial Personnel)
Rules, 2014 are given below:
1) The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
Name of the Directors with Category Ratio to median
remuneration
Mr. Ramesh Gangwal - Non-Executive Independent Chairman -
Mr. Rudra Narain Jha - Non-Executive Independent Director -
Ms. Chandra Mundhra - Non-Executive Director -
Mr. Omprakash P Pacheria - Whole-Time Director 3.86
2) The percentage increase in remuneration of each director, chief
financial officer, in the financial year:
There was no increment in remuneration of any director, chief financial
officer in the financial year.
3) The percentage increase in the median remuneration of employees in
the financial year : None
4) The number of permanent employees on the rolls of Company : 6 (Six)
5) The explanation on the relationship between average increase in
remuneration and Company performance:
There was no increment in remuneration. Hence matter did not arise for
giving relationship between average increase in remuneration and
Company performance.
6) Comparison of the remuneration of the key managerial personnel
against the performance of the Company:
Your Company incurred heavy losses for the last few years and also
during the financial year 2014- 2015, hence it is not justifiable to
compare the remuneration of the Key Managerial Personnel against the
performance of the Company:
Aggregate remuneration of key managerial personnel (KMP)
in FY 2014-15(Rs. in Lacs) 13.48
Revenue (Rs. in Lacs) 27.46
Remuneration of KMPs (as % of revenue) 49.09
Profit before Tax (PBT) (Rs. in Lacs) -58.42
Remuneration of KMP (as % of PBT) Not ascertainable
7) a) Variations in the market capitalisation of the Company,
price earnings ratio as at the
closing date of the current financial year:
Particulars March 31,2015 March 31,2014 % Change
Market Capitalisation 6.81 1.89 260.32
( Rs. in crores)
Price Earnings Ratio -11.9 -4.71 152.65
b) Previous financial year Percentage increase or decrease in the
market quotations of the shares of the Company in comparison to the
rate at which the Company came out with the last public offer:
Particulars March 31,2015 November 1, 1999 % Change
(IPO opening date)
Market Price (BSE) 2.38 10 -76.2
8) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial
year and its comparison with the percentile increase in the managerial
remuneration and justification thereof and point out if there are any
exceptional circumstances for increase in the managerial remuneration:
As per record of the Company, no increment is made during the financial
year 2014-2015 in the salaries of employees and KMPs. Hence matter did
not arise for aforesaid comparison and giving any justification
thereof.
9) Comparison of each remuneration of the key managerial personnel
against the performance of the Company:
Your Company incurred heavy losses for the last few years and also
during the financial year 2014- 2015, hence it is not justifiable to
compare the remuneration of the Key Managerial Personnel against the
performance of the Company:
Particulars / KMPs Mr. Omprakash P. Pacheria Mr. Sameer Patil
Whole Time Director Chief Financial Officer
(w.e.f. 14.11.2014)
Remuneration of KMP in 10.52 2.96
FY 2014-15(Rs. in Lacs)
Revenue (Rs. in Lacs) 27.46 27.46
Remuneration of KMP 38.31 10.78
(as % of revenue)
Profit before Tax (PBT) -58.42 -58.42
(Rs. in Lacs)
Remuneration of KMP ) Not ascertainable Not ascertainable
(as % of PBT
10) The key parameters for any variable component of remuneration
availed by the directors:N.A.
11) The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year:None
12) Affirmation that the remuneration is as per the remuneration policy
of the Company:
Your Company affirms that the remuneration is as per the remuneration
policy of the Company.
4) There is no employee drawing remuneration covered under section
197(12) read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Subsidiaries:
During the year under review 'e-Assurance Services (India) Ltd' is the
only subsidiary of the Company.
The said subsidiary is non-material, non-listed subsidiary company as
defined under Clause 49 of the Listing Agreement entered into with the
Bombay Stock Exchange Ltd.
Pursuant to Section 129(3) of the Companies Act, 2013, where a company
has one or more subsidiaries, the Company has required to attach with
its Annual Report, a consolidated financial statement of the Company
and of its subsidiaries. The same has been attached with this Annual
Report.
Pursuant to provisions of Section 129(3) of the Act, a statement
containing salient features of the financial statements of the
Company's subsidiaries in Form AOC-1 is attached to the financial
statements of the Company.
Corporate Governance:
The Company has taken appropriate steps and measures to comply with all
the applicable provisions of Clause 49. A separate report on Corporate
Governance, along with a certificate of Statutory Auditor, is annexed
with this. A certificate from the Whole Time Director and Chief
Financial Officer of the Company confirming internal controls and
checks pertaining to financial statements for the year ended March
31,2015 was placed before the Board of Directors and the Board has
noted the same. A list of the committees and other related information
is detailed in the enclosed Corporate Governance Report.
Further there is no revision in financial statements or board report
u/s 131 of the Companies Act 2013 made by the company.
Acknowledgements:
The Directors thank the Company's customers, franchisees, contractors,
vendors, bankers, Government & other authorities and the shareholders
for their support to the Company. The Directors also sincerely
acknowledge the contribution made by all the employees for their
services to the company.
Place : Mumbai For and on behalf of the Board of Directors
Date : 12th August, 2015
O. P. Pacheria R. N. Jha
Whole Time Director Director
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