Adarsh Mercantile Ltd.
|BSE: 538563||Sector: Financials|
|NSE: N.A.||ISIN Code: INE673E01018|
|BSE 00:00 | 06 Jan||Adarsh Mercantile Ltd|
|NSE 05:30 | 01 Jan||Adarsh Mercantile Ltd|
|BSE: 538563||Sector: Financials|
|NSE: N.A.||ISIN Code: INE673E01018|
|BSE 00:00 | 06 Jan||Adarsh Mercantile Ltd|
|NSE 05:30 | 01 Jan||Adarsh Mercantile Ltd|
Your Directors take pleasure in presenting the Annual Report together with the AuditedAnnual Accounts of your Company for the year ended March 31 2021.
STATE OF COMPANY'S AFFAIRS AND OPERATIONS
The Company is engaged in the business of Trading of goods shares and securities andinvestments in Mutual Funds Shares & Securities and has earned revenue of Rs. 120.23lakhs compared to Rs 73.48 lakhs which is higher by 63.62 % than last year.
Your Company has incurred a net loss of Rs. 23.44 lakhs during the year compared to thenet loss of Rs. 22.36 lakhs in the previous year. A detailed review of the operationsperformance of the Company and its business is given in the Management Discussion &Analysis which forms part of the Annual Report.
There is no change in the business of the Company during the financial year 2020-21.
PERFORMANCE & FINANCIAL POSITION OF ASSOCIATE ASSOCIATE - AVON CREDIT PVT LTD
The Company has reported total revenue of Rs. 77.33 lakhs during the year as comparedto Rs. 52.93 lakhs in the previous year and has earned a Net Profit of Rs. 14.54 lakhs ascompared to a net loss of Rs. 1.80 lakhs in the previous year.
The Associate Company has not directly contributed to the Revenue and the profit earnedsince they have not passed on any profit to the Company earned by them.
Your Company is making all efforts to accelerate the growth of its business. In spiteof the market risk faced by your Company your Directors are optimistic about the futureprospects of the Company.
In view of the loss incurred by Company the Board is unable to declare any dividend onequity shares of the Company for the financial year ended 31st March 2021.
ISSUE OF SHARES
The Company has not issued any shares during the financial year under review.
TRANSFER TO RESERVES
Since there is no profit during the year the Board is unable to transfer any amount tothe
The Company has not accepted any deposit during the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the Directors Responsibility Statement as referred to in section 134(3) (c)and 134(5) of the Companies Act 2013 your Directors hereby confirm that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and pmdent so as to give a tme andfair view of the state of affairs of the Company at the end of the financial year and ofthe loss of the Company for that period;
iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv) The Directors have prepared the annual accounts on a going concern basis;
v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
CONSERVATION OF ENERGY RESEARCH & DEVELOPMENT TECHNOLOGY ABSORPTION. FOREIGNEXCHANGE EARNINGS AND OUTGO
Information related to conservation of energy Research & Development technologyabsorption foreign exchange earnings and outgo as required under section 134(3)(m) of theCompanies Act 2013 and Rule 8(3) of Companies (Accounts) Rules 2014 are given in the Annexure- A' as attached hereto and forming part of this Report.
Your Company has practiced sound Corporate Governance and taken necessary actions atappropriate times for enhancing and meeting stakeholders' expectations while continuing tocomply with the mandatory provisions of Corporate Governance. Your Company has compliedwith the requirements of applicable Regulations of Securities & Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 as issued bySecurities and Exchange Board of India and as amended from time to time. Your Company hasgiven its deliberations to provide all the information in the Directors Report and theCorporate Governance Report as per the requirements of Companies Act 2013 and the ListingAgreement entered by the Company with the Stock Exchange as a matter of prudence and goodgovernance.
A Report on Corporate Governance along with a certificate from Mr. Santosh KumarTibrewalla Practicing Company Secretary regarding compliance of conditions of CorporateGovernance and certification by CEO & CFO are given in Annexure - B\ C'& D'.
CODE OF CONDUCT
The Code of Conduct for Directors KMPs and Senior Executive of the Company is alreadyin force and the same has been placed on the Company's website: www.adarshmercantiic.m andthe declaration to this effect is given in Annexure - E\
CODE OF CONDUCT FOR PREVENTION OF INSIDER TRADING
In terms of the SEBI (Prohibition of Insider Trading) Regulations 2015 your Companyhas already adopted the Code of Conduct for prevention of Insider Trading and the same isalso placed on the Company's website: www.adarshmercantile.in. Further in accordance withthe provisions of Regulation 8 of SEBI (Prohibition of Insider Trading) Regulations 2015the Board of Directors of the Company have adopted the code of practices and proceduresfor fair disclosure of Unpublished Price Sensitive Information and formulated the code ofconduct of the Company.
MANAGEMENT DISCUSSIONS & ANALYSIS REPORT
A report on Management Discussion & Analysis is given in the Annexure - F'to this report.
The ratio of the remuneration of each Executive Director and Key Managerial Personnel(KMP) to the median employee's remuneration's as per Section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 has been set out as Annexure - G' tothis Report attached hereto.
The website of your Company www.adarshmercantile.in has been designed to present theCompany's businesses up-front on the home page. The site carries a comprehensive databaseof information including the Financial Results of your Company Shareholding patternDirector's & Corporate Profile details of Board Committees Corporate Policies andbusiness activities of your Company. All the mandatory information and disclosures as perthe requirements of the Companies Act 2013 and Companies Rules 2014 and as per the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 has been uploaded.
LISTING OF SECURITIES IN STOCK EXCHANGES
The shares of the Company are presently listed at BSE Limited. The Company isregistered with both NSDL and CDSL for holding the shares in dematerialized form and openfor trading. The Company has paid fees to the Depositories.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
a) Retirement by Rotation
Mr. Aritra Basu (DIN :06779222) Director of the Company pursuant to the provisions ofSection 152(6) and other applicable provisions of the Companies Act 2013 retires byrotation at the ensuing Annual General Meeting and being eligible offered himself forreappointment.
b) Appointment/re-appointment of Whole time Director & Key Managerial Personnel(KMP):
The present Whole-time Key Managerial Personnel of the Company as on 31stMarch 2021 are as follows :-
i. Mrs. Suchita Chhawchharia - Executive Director
ii. Mr. Shiv Shankar Sharma - Chief Financial Officer
iii. Ms. Ankita Banerjee - Company Secretary
However the terms of appointment of Mrs. Suchita Chhawchharia as an Executive Directorand KMP would expire from 1st April 2021 and the Board Directors onrecommendation of Nomination and Remuneration Committee has proposed for herre-appointment for a further period of 3 years on revised remuneration for approval of theShareholders in the Annual General meeting.
During the year under review there was no change in the composition of the Board ofDirectors.
None of the Directors of the Company are disqualified as per section 164(2) of theCompanies Act 2013 and rules made thereunder or any other provisions of the CompaniesAct 2013. The Directors have also made necessary disclosures to the extent as requiredunder provisions of section 184(1) as applicable. In accordance with Section 149(7) of theAct each Independent Director has given a written declaration to the Company confirmingthat he/she meets the criteria of independence as mentioned under Section 149(6) of theAct and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
All members of the Board of Directors and senior management personnel affirmedcompliance with the code of conduct of Board of Directors and Senior Management on anannual basis.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Your Company is not falling under the purview of section 135 of the Companies Act 2013and the relevant Rules made there under. Thus the Board is not required to constitute theCSR Committee and nor has to comply with any of the provisions thereof.
AUDITORS AND THETR REPORTS
(i) Statutory Auditors:
The present Statutoiy Auditor M/s NKSJ & Associates (Firm Registration No.329563E) Chartered Accountants holds office upto the conclusion of the AnnualGeneral Meeting (AGM) to be held for the Financial Year 2024-25.
The observations made by the Statutory Auditors in their Auditors Report together withthe notes to accounts as append thereto areself-explanatory and hence does not call forany further explanation.
(ii) Internal Auditors:
The Company had appointed M/s NST & Associates Chartered Accountants as theInternal Auditor of the Company for the Financial Year 2020-21 and they have furnishedtheir report. The Board has re-appointed them as Internal Auditor for the FY 2021-22.
(iii) Secretarial Auditor:
The Board had appointed Mr. Subhajit Das Practicing Company Secretary as theSecretarial Auditor of the Company to carry out the Secretarial Audit for the year 2020-21under the provisions of section 204 of the Companies Act 2013. The report of theSecretarial Auditor in Form MR 3 is enclosed as Annexure - H' to thisBoard's Report which is self-explanatory and hence do not call for any furtherexplanation.
Secretarial Compliance Report
Pursuant to Regulation 24A of the SEBI Listing Regulation and recent amendment on thesame thereto. Every Listed entity and its material unlisted subsidiaries incorporated inIndia shall undertake secretarial audit and shall annex a secretarial Compliance Reportgiven by a company secretary in practice in such form as specified with the annualreport of the listed entity.
The Company during the year under review does not have any material unlisted subsidiaryand herewith attached as Annexure -I'. The Secretarial Compliance Reportissued by Mr. Santosh Kumar Tibrewalla Practicing Company Secretary (FCS 3811) for theyear ended on 31st March 2021.
DISCLOSURES AS PER APPLICABLE ACT AND LISTING AGREEMENT
i) Related Party Transactions:
All transaction entered with related parties during the FY 2020-21 were on arm's lengthbasis and were in the ordinary course of business and provisions of Section 188(1) are notattracted. There have been no materially significant related party transactions with theCompany's Promoters Directors and others as defined in section 2(76) of the CompaniesAct 2013 and Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 which may have potential conflict of interest with the Company at large.
The necessary disclosures regarding the related party transactions in accordance to theIND AS required in Form-AOC-2 are given in the notes to accounts. The Company has alsoformulated a policy on dealing with the Related Party Transactions and necessary approvalof the Audit Committee and Board of Directors were taken wherever required in accordancewith the Policy. The Company has not entered into any specific contract with relatedparties.
Since the Company has entered into transaction with its Associates firms/ Companies inwhich Directors are interested disclosure as per Para A of Schedule V is provided in Notesto the Accounts under Related Party Disclosures'.
ii) Number of Board Meetings:
The Board of Directors met 4 (four) times in the year 2020-21. The Details of the Boardmeeting and attendance of the Directors are provided in the Corporate Governance Reportattached as Annexure to this Board's Report.
iii) Committees of the Board :
4 (Four)Committees of Directors are in force as on March 31 2021 viz. the AuditCommittee the Nomination and Remuneration Committee the Stakeholder's RelationshipCommittee and the Share Transfer Committee. A detail note on the Committee is provided inthe Corporate Governance Report section of this Annual Report.
iv) Composition of Audit Committee:
The Audit Committee comprises of three Non-Executive Directors including twoIndependent Directors as on March 31 2021:-
Manish Khaitan - Non Executive Independent Director
Sundar Lai Mohta - Non Executive Independent Director
Aritra Basu- Non Executive Director
v) Extracts of Annual Return:
The details forming part of the extract of the Annual Return in Form MGT-9 asprovided under section 92(3) & 134(3)(a) of the Companies Act 2013 and Rule 12 of theCompanies (Management and Administration) Rules 2014 is also available at the website ofthe Company at www.adarshmercantile.in.
vi) Risk Analysis:
The Board has developed and implemented a risk management policy identifying thereinthe elements of risk that may threaten the existence of the Company. The Company has amechanism that helps the Board to keep an overall watch on the business risks and informsthe Board members about the evaluation and estimation of the levels of risks involved ina situation their comparison against benchmarks or standards and determination of anacceptable level of risk and mitigation plans and periodical reviews are undertaken toensure that the critical risks are controlled by the executive management.
vii) Internal Financial Control:
The Company has in place adequate internal financial control to ensure the orderly andefficient conduct of its business including adherence to the Company's policysafeguarding of its assets the prevention and detection of fraud error reportingmechanism the accuracy and completeness of the accounting records and the timelypreparation of reliable financial disclosures.
The Company has in place adequate internal financial control as required under section134(5) (e) of the Act and the same was evaluated by the Audit Committee. During the yearsuch controls were tested with reference to financial statements and no material weaknessin the formulation or operations were observed. The Statutory Auditors of the Companyconducted audit on the Company's internal financial control over financial reporting andthe report of the same is annexed with Auditor's Report.
viii) Loans Guarantees and Investments:
During the year under review your Company has invested and deployed its surplus fundsin Securities and given loan which is within the overall limit and within the powers ofthe Board as applicable to the Company in terms of section 179 and 186 of the CompaniesAct 2013. The particulars of all such loans guarantees and investments are entered inthe register maintained by the Company for the purpose.
ix) Post Balance Sheet events:
There is no material changes in commitments affecting the financial position of theCompany occurred since the end of the Financial Year 2020-21.
x) Subsidiaries Associates or Joint Ventures:
As on 31st March 2021 Company has only one associate i.e. M/s. Avon CreditPvt. Ltd. and there is no Company which has become or ceased to be the Company'ssubsidiary joint venture or associate Company during the year under review.
As per the provision of Section 129(3) and rule 5 of the Companies (Accounts) Rules2014 the statement in AOC-1 containing the salient features of the financialstatement of the associate Company is given in Annexure J\
The consolidated financial statement in this Annual Report is as per the IndianAccounting Standards specified under section 133 of the Companies Act 2013 ("theAct"). In accordance with Section 136 of the Act the audited financial statementsincluding the consolidated financial statements and related information will be availableon our website.
These documents will also be available for inspection during business hours on allworking days except Saturday at the Registered Office of the Company and also on the dateof the AGM. The Company will also make available copy on specific request by any member ofthe Company interested in obtaining the same.
In accordance to regulation 33 of Securities & Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Company opts to submitconsolidated financial results only on Annual basis and the same has been intimated to theStock exchange.
xi) Evaluation of the Board's Performance:
The Board has in place a formal mechanism for evaluating its performance and as well asthat of its Committees and individual Directors including the Chairman of the Board incompliance with the Companies Act 2013 and applicable Regulations of Securities &Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015. The evaluation was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &Committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board as a whole and the Chairman whowere evaluated on parameters such as their participation contribution at the meetings andotherwise independent judgments safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors in their separate meeting. The Directors were satisfied with the evaluationresults which reflected the overall engagement of the Board and its Committees with theCompany.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors in their separate meeting.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
xii) Nomination Remuneration and Evaluation Policy:
The Company on recommendation of its Nomination & Remuneration Committee has laiddown a Nomination Remuneration and Evaluation Policy in compliance with the provisionsof the Companies Act 2013 read with the Rules made therein and SEBI (LODR) Regulations2015 (as amended from time to time). This Policy is formulated to provide a framework andset standards in relation to the followings and details on the same are given in thewebsite of your Company www.adarshmercantile.in:
a. Criteria for appointment and removal of Directors Key Managerial Personnel (KMP)Senior Management Executives of the Company.
b. Remuneration payable to the Directors KMPs and Senior Management Executives.
c. Evaluation of the performance of the Directors.
d. Criteria for determining qualifications positive attributes and independence of aDirector.
xiii) Vigil Mechanism (Whistle Blower Policy):
The Company has adopted a whistle blower mechanism for Directors employees and otherperson to report concerns about unethical behaviour actual or suspected fraud orviolation of the Company's code of conduct and ethics. The Audit Committee oversees thevigil mechanism and the persons who avail the mechanism are encouraged to escalate to thelevel of the Audit Committee for any issue of concerns impacting and compromising with theinterest of the Company and its stakeholders in any way. This policy also allows thedirect access to the Chairperson of the Audit Committee.
The Company is committed to adhere to highest possible standards of ethical moral andlegal business conduct and to open communication and to provide necessary safeguards forprotection of Directors and employees from reprisals or victimization for whistle blowingin good faith.
Details of establishment of the Vigil Mechanism have been uploaded on the Company'swebsite: www. adarshmercantile.in and also set out in the Corporate Governance Reportattached as Annexure to this Board's Report.
xiv) Internal Complaint Committee:
The Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
xv) SECRETARIAL STANDARDS:
Secretarial Standards i.e. SS-lSS-2 and SS-3 relating to Meetings of the Boardof Directors' General Meetings' and Dividend respectively to the extent asapplicable have been duly followed by the Company.
THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL)ACT. 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this Policy. The Policy is gender neutral. Dining the yearunder review no complaints with allegations of sexual harassment were filed.
The industrial relation during the year 2020-21 had been cordial. The Directors take onrecord the dedicated services and significant efforts made by the Officers Staff andWorkers towards the progress of the Company.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There have been no significant & material orders passed byregulators/courts/tribunals impacting going concern status and Company's operations infuture.
Your Directors take this opportunity to place on record their gratitude to the Centraland State Governments Bankers and Investors for their continuous support cooperation andtheir valuable guidance to the Company and for their trust reposed in the Company'smanagement. The Directors also commend the continuing commitment and dedication of theemployees at all levels and the Directors look forward to their continued support infuture.