The Board of Directors of your Company take pleasure in presenting the 20th (Twentieth)Board Report on the business and operations of the Company together with the AuditedFinancial Statements for the financial year ended 31st March 2020.
|PARTICULARS ||2019-20 ||2018-19 |
|Total income ||2477.18 ||2721.42 |
|Total expenses ||2222.62 ||2141.92 |
|Profit before tax and exceptional items ||254.57 ||579.50 |
|Exceptional item || || |
|Profit before tax ||254.57 ||579.50 |
|Tax Expenses ||10.08 ||159.68 |
|Profit after Tax (PAT) ||244.49 ||419.82 |
|Other Comprehensive Income ||(5.76) ||3.73 |
|Total Comprehensive Income for the year ||238.73 ||423.55 |
2. REVIEW OF THE OPERATIONS OF THE COMPANY:
During the financial year ended 31st March 2020 your Company has recorded total incomeof Rs. 2477.18 Lakhs as against Rs. 2721.42 Lakhs during the previous financial year2018-19. The total comprehensive income for the year under consideration remained at Rs.238.73 Lakhs as against Rs. 423.55 Lakhs during the previous financial year 2018-19.
The directors have not recommended any dividend in this financial year.
4. TRANSFER TO RESERVE
Your Directors proposed to transfer Rs.146.69 Lakhs to the General Reserves out of theprofits available with the Company for appropriations.
5. UNCLAIMED DIVIDEND / SHARES
As required under section 124 of the Act Unclaimed dividend amount aggregating to Rs.767.00 pertaining to financial year ended on March 31 2020 lying with the Company andwill be transferred to Investor Education and Protection Fund (IEPF) established by theCentral Government. Further as required under section 124 of the Act equity shares inrespect of which dividend has not been claimed by the members for seven consecutive yearsor more will be transferred by the Company to the Investor Education and Protection FundAuthority after completion of seven consecutive years or more. Details of Unclaimeddividend have been uploaded on the website of the Company. The Company has appointed Ms.Iti Tiwari as the Nodal Officer to ensure compliance with the IEPF Rules
6. NUMBER OF BOARD MEETINGS HELD
Total 5 meetings of the Board were held during the financial year and the maximum gapbetween two Board Meetings does not exceed 120 days as prescribed in the Companies Act2013. The meeting details are provided in the Corporate Governance report which forms apart of this annual report.
7. BOARD DIVERSITY
The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundsage ethnicity race and gender will help us retain our competitive advantage. The boarddiversity policy adopted by the board sets out its approach to diversity.
8. CHANGE IN NATURE OF THE BUSINESS
There was no change in the nature of business of the Company during the year underreview.
9. PUBLIC DEPOSITS
During the year under review the Company has not accepted or renewed any depositsfalling within the purview of provisions of Section 73 of the Companies Act 2013 readwith The Companies (Acceptance of Deposits) Rules 2014.
10. SHARE CAPITAL
During the year there is no Change in share capital of the Company.
11. STATE OF COMPANY AFFAIRS
We are a technology driven company focusing on creating India's largest network oflast-mile retail points-of-sale delivering e-Governance and E-Commerce services to theunserved ruralsemi-urban and urban markets. Being the largest systems integrator for keygovernment projects we enable the Central and State governments to deliver e-Governanceservices to every citizen - more affordably and more efficiently than ever before. We area leading provider of business and knowledge process services and database managementsolutions. We have more than 19 years of experience comprehensive portfolio of servicesand a unique framework of deploying IT applications.
We are a CMM Level 3 and an ISO/IEC 27001:2005 certified data management and ITSolution Company.
Our strengths lie in providing technology driven business solutions enabling ourclients to achieve their strategic goals.
With an in-depth and unmatched understanding often government domain and the requiredIT expertise we provide innovative solutions to our clients enabling them to improvetheir transparency and efficiency and serve their citizens better.
Being the key vendors for the Chief Electoral Office of Maharashtra and Madhya Pradeshwe enable c itizens convenient means of registering themselves with the ElectionCommission. We clean verify and process the raw data received from the Department.Through our data processing centers in Mumbai and Bhopal we also specialize intranslation of electoral rolls into Urdu language.
12. PARTICULARS OF LOANS INVESTMENTS GUARANTEES AND SECURITIES UNDER SECTION 186
The Company has not granted any loan guarantee or made any investments during theyear ended 31st March 2020 under Section186 of the Companies Act 2013 and Rule made thereunder. Pursuant to Section 186 (4) read with Rule 11 of the Companies (Meetings of Boardand its Powers) Rules 2014 and Schedule V of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") disclosure on particulars relating to Loans advances and investmentsare provided as part of the financial statements.
13. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems that commensuratewith the nature of its business size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting compliance with policies procedure applicable laws and regulationsand that all assets and resources are acquired economically used efficiently andadequately protected.
The Internal Auditor monitors and evaluates the efficacy and adequacy of internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company and reports the same on quarterlybasis to Audit Committee.
The statutory auditors of the Company has audited the financial statements included inthis annual report and has issued a report on our internal financial controls overfinancial reporting as defined in Section 143 of the Act.
14. HUMAN RESOURCE MANAGEMENT
Human resources management at Atishay Limited goes beyond the set boundaries ofcompensation performance reviews and development. Your Company considers people as itsbiggest assets and Believing in People' is at the heart of its human resourcestrategy. Your Company has put concerted efforts in talent management and successionplanning practices strong performance management and learning and training initiatives toensure that your Company consistently develops inspiring strong and credible leadership.During the year the focus of your Company was to ensure that young talent is nurtured andmentored consistently that rewards and recognition are commensurate with performance andthat employees have the opportunity to develop and grow. Your Company has established anorganization structure that is agile and focused on delivering business results. Withregular communication and sustained efforts it is ensuring that employees are aligned oncommon objectives and have the right information on business evolution. Your Companystrongly believes in fostering a culture of trust and mutual respect in all its employeesand seeks to ensure that company's values and principles are understood by all and are thereference point in all people matters.
15. NOMINATION & REMUNERATION POLICY OF THE COMPANY
The Company's policy relating to remuneration of Directors Key Managerial Personneland other Employees is given in Annexure A. The policy is also displayed on Website of theCompany at www.atishay.com .
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO SECTION188(1)
All transactions entered with Related Parties for the year under review were entered onarm's length basis and in the ordinary course of business and that the provisions ofSection 188(1) of the Companies Act 2013 and the Rules made there under were notattracted. The particulars of contracts or arrangements with related parties referred toin Section 188(1) is prepared in Form AOC-2 pursuant to Section 134(3)(h) of the Act andRule 8(2) of the Companies (Accounts) Rules 2014 and the same is annexed to the Board'sReport as Annexure-B.
All Related Party Transactions are placed before the Audit Committee and the Board forapproval.
The Company has a process in place to periodically review and monitor Related PartyTransactions. Omnibus approval was obtained on a yearly basis for transactions which areof repetitive nature.
All the related party transactions were in the ordinary course of business and at arm'slength.
17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
In terms of the provisions of Regulation 34(2)(e) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management Discussion and Analysis Reporton the financial condition and result of consolidated operations of the Company for theyear under review is presented in a separate section forming part of the Annual Report.
18. AUDIT REPORT AND AUDITORS
The Members of the Company had appointed M/s B. M Parekh & Co. CharteredAccountants Mumbai (Registration no. 107448W) as the Statutory Auditors of the Companyfor a period of five years i.e. from the conclusion of the 17th Annual General Meetingheld on 19th July2017 till the conclusion of 22 nd Annual General Meeting of the Company.
1.The Auditors Report for the financial year 2019-20 does not contain anyqualification reservation or adverse remarks. The Auditors report is enclosed with thefinancial statements in the annual report.
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s Nilesh A Pradhan & Co. LLP Company Secretaries Mumbai to undertake theSecretarial Auditor of the Company for the Year-2019-20.
2.Secretarial Audit Report for the Financial Year 2019-20 as issued by M/s Nilesh APradhan & Co. LLP Company Secretaries Mumbai in Form MR-3 is annexed to the Board'sReport as Annexure -C which is self-explanatory and do not call for any furtherexplanation of the Board.
19. BOARD OF DIRECTORS AND ITS MEETINGS
The Company has a professional Board with right mix of knowledge skills and expertisewith an optimum combination of Executive Non-Executive and Independent Directorsincluding Woman Directors.
The Board provides strategic guidance and direction to the Company in achieving itsbusiness objectives and protecting the interest of the stakeholders. One meeting of theBoard of Directors is held in each quarter. Additional meetings of the Board are convenedas may be necessary for proper management of the business operations of the Company.Separate meeting of Independent Directors is also held at least once in a year to reviewthe performance of Non-Independent Directors the Board as a whole and the Chairman. Thedetails pertaining to the composition terms of reference of the Board of Directors of theCompany and the meetings thereof held during the financial year are given in the Report onCorporate Governance section forming part of this Annual Report.
Information available for the members of the Board:-
The Board has complete access to any information within the Company. The Company hasprovided inter alia following information and discussed the matters:
Financial results of the Company
Minutes of meetings of the Board and Committee Meetings
Quarterly and Yearly Compliance reports
Disclosures received from Directors;
Related party transactions;
Regular business updates;
Report on action taken on last Board Meeting decisions;
Various Policies of the Board;
Code of Conduct for the members of the Board;
20. BOARD EVALUATION
The provision of sec. 149(8) of Companies Act 2013 states that formal annualevaluation needs to be made by the Board of its own performance and that of its committeesand individual directors. Further Schedule IV of the Companies Act 2013 states that theperformance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated. The Nomination and RemunerationCommittee of the Company has laid down the criteria for performance evaluation of theBoard its Committees and individual directors including Independent Directors. Theevaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. Recommendations and suggested areas ofimprovement for the Board its various committees and the individual Directors wereconsidered by the Board. The Board approved the evaluation results as collated by thenomination and remuneration committee.
Your Company has Seven (7) Directors of which Two (2) are Executive One(1)Non-Executive & Non Independent and Four (4) are Non-Executive & IndependentDirectors as on 31st March 2020..
b) Independent Directors
In terms of the definition of Independent Directors' as prescribed underRegulation 16 (1) (b) of the Listing Regulations and Section 149(6) of the Companies Act2013 the Company has received necessary declaration from each Independent Director underSection 149 (7) of the Companies Act 2013 to the effect that he meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("SEBI Listing Regulations"). The following Non-Executive Directors areIndependent Directors of the Company:
1. Mr. Ajay Mujumdar
2. Mr. Arvind Vishnu Lowlekar
3. Mr. Arun Shrivastava
4. Mrs. Poonam Agrawal
c) Managing Director and Whole-time Director
. During the year Mr. Akhilesh Jain continued to remain as the Chairman & ManagingDirector of the Company.
. During the year Mr. Archit Jain continued to remain as the Whole-time Director ofthe Company.
d) Appointiment/Resignation of Director and Key Managerial Personnel
1. During the year Mr. Kavindra Singh- Non Executive & Independent has resignedfrom the Company w.e.f. 20.06.2019.
2. During the year Mr. Rahul Singh- Chief Executive Officer- Retail Division hasresigned from the Company w.e.f. 08.09.2019.
3. During the year Mr. Arun Shrivastava - Non Executive & Independent Director wasappointed in the Company w.e.f. 31.10.2019
4. During the year Miss Iti Tiwari and Mr. Arjun Singh Dangi continued to remain asthe Company Secretary & Compliance Officer and as the Chief Financial Officer of theCompany respectively.
e) Retire by Rotation
Mrs. Rekha Jain Director of the Company will retire by rotation at the 20th AnnualGeneral Meeting in pursuance of the provisions of Section 152 of the Companies Act 2013and being eligible has offered herself for the re-appointment at the 20th Annual GeneralMeeting.
Further details as required under the provisions of Regulation 36 (3) of ListingRegulation about the Director seeking re-appointment in the ensuing Annual General Meetingare annexed to the Notice of 19th Annual General Meeting which is being sent to theMembers along with the Annual Report.
21. COMMITTEES OF THE BOARD
The Board of Directors has constituted various mandatory and non-mandatory Committeesto deal with specific areas and activities. The Committees are formed with approval of theBoard and function under their respective Charters. These Committees play an importantrole in the overall management of day-to-day affairs and governance of the Company. TheBoard Committees meet at regular intervals and take necessary steps to perform its dutiesentrusted by the Board. The Minutes of the Committee Meetings are placed before the Boardfor noting. The Board currently has the following Committees:
Mandatory Committees: -
(a) Audit Committee
The Audit Committee was constituted by our Board in accordance with Section 177 of theCompanies Act 2013 and Regulation 18 of the SEBI (LODR) Regulations 2015. Thecomposition quorum terms of reference functions powers roles and scope are inaccordance with Section 177 of the Companies Act 2013 and the provisions of Regulation 18of the Listing Regulations. All the members of the committee are financially literate andMr. Arvind V Lowlekar Chairman of the Committee is an Independent Director and possessesfinancial expertise. The details regarding composition terms of references powersfunctions scope meetings and attendance of members are included in Corporate GovernanceReport which forms part of the Annual Report.
(b) Stakeholder's Relationship Committee
Stakeholder's Relationship Committee has been constituted by the Board in accordancewith Section 178 of the Companies Act 2013. The details regarding composition terms ofreferences powers functions scope meetings attendance of members and the status ofcomplaints received during the year are included in Corporate Governance Report whichforms part of the Annual Report.
(c) Nomination and Remuneration Committee
The Nomination and Remuneration Committee has been constituted by the Board inaccordance with section 178 of Companies Act 2013 and Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. All the members of thecommittee are Independent Directors.
The details regarding composition terms of references powers functions scopemeetings and attendance of members are included in Corporate Governance Report which formspart of the Annual Report.
(d) Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee (the "CSR Committee") has beenconstituted by the Board in accordance with section 135 of Companies Act 2013. Thedetails regarding composition terms of references powers functions scope meetings andattendance of members are included in Corporate Governance Report which forms part of theAnnual Report
22. VIGIL MECHANISM (WHISTLE BLOWER POLICY)
In terms of the section 177(9) of companies act 2013 and rules framed there underyour Company has established a Whistle Blower Policy and Vigil Mechanism' fordirectors and employees it provides a channel to the employees to report to theappropriate authorities concerns about unethical behavior actual or suspected fraud orviolation of the Company's code of conduct policy and provides safeguards againstvictimization of employees who avail the mechanism and also provide for direct access tothe Chairman of the Audit Committee in exceptional cases. Protected disclosures can bemade by whistle blower through an e-mail or dedicated telephone line or a letter to theconcerned authorities.
23. PREVENTION OF INSIDER TRADING
The Board has Insider Trading Policy for regulating monitoring and reporting ofTrading of Shares by Insiders. The Code lays down guidelines procedures to be followedand disclosures to be made while dealing with shares of the Company. The copy of the sameis available on the website of the Company at the link:http://atishay.com/investors/Policies/Insider-Trading-Policy.pdf .
24. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013(SHWWA)
Your Company is committed to provide a work environment that ensures everyone istreated with dignity and respect. The Company is also committed to promote equality atwork and an environment that is conducive to the professional growth for all employees andencourages equal opportunity. Your Company does not tolerate any form of sexual harassmentand is committed to take all necessary steps to ensure that its employees are notsubjected to any form of harassment including sexual harassment.
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition andRedressal) Act 2013 and the rules framed thereunder. All employees (permanentcontractual temporary trainees) are covered under this policy. During the Financial Yearended March 31 2020 the Company has not received any Complaints pertaining to SexualHarassment.
25. RISK MANAGEMENT
For your Company Risk Management is an integral and important component of CorporateGovernance. Your Company believes that a robust Risk Management ensure adequate controlsand monitoring mechanisms for a smooth and efficient running of the business. A risk-awareorganization is better equipped to maximize the shareholder value. Your Company has awell-defined risk management framework in place. The risk management framework works atvarious levels across the Company.
These levels form the strategic defense cover of the Company's risk management. TheCompany has a robust organizational structure for managing and reporting on risks. TheCompany follows well established and detailed risk assessment and minimization procedureswhich are periodically reviewed by the Board. The Company's Business Risk ManagementFramework helps in identifying risks and opportunities that may have a bearing on theorganization's objectives assessing the terms of likelihood and Magnitude of impact anddetermining response strategy
26. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT 9 is availableon the website on the following weblink -http://atishay.com/investors/Annual Return/MGT-9.The same is attached as Annexure -D of the Board's Report.
27. CORPORATE GOVERNANCE
Our corporate governance practices are a reflection of our value system encompassingour culture policies and relationships with our stakeholders. At Atishay our boardexercises its fiduciary responsibilities in the widest sense of the term. Our disclosuresseek to attain the best practices in Corporate Governance. also endeavor to enhance longterm shareholder value and respect minority rights in all our business decisions. TheReport on Corporate Governance as per the requirement of SEBI LODR 2015 forms part of thisAnnual Report. The requisite certificate from M/s. Nilesh A. Pradhan & Co. LLPCompany Secretaries confirming the compliance with the conditions of Corporate Governancehas been included in the said Report.
A Certificate from the MD and CFO of the Company in terms of SEBI LODR 2015 interalia confirming the correctness of the Financial Statements and Cash Flow Statementsadequacy of the internal control for financial reporting and reporting of matters to theAudit Committee is also forming part of this Annual Report.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THEGOING CONCERN STATUS OF THE COMPANY:
There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company' future operations.
29. SUBSIDIARY COMPANIES
The Company does not have any subsidiary Company and hence the provisions of the sameare not applicable to the Company.
30. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENT RELATED AND THE DATE OF REPORT
There are no Material changes and commitments in the business operations of the Companyfrom the financial year ended March 31 2019 to the date of signing of the Boards Report.
31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNING AND OUTGO
The Conservation of Energy Technology Absorption Foreign Exchange Earning and Outgopursuant to provisions of Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofCompanies (Account) Rules 2014:
A .Conservation of Energy:
While continuing to believe in philosophy of Energy saved is Energy produced adequatemeasures commensurate with the business operations have been taken to reduce and conservethe energy consumption by utilizing energy efficient equipment whenever required.
B. Technology Absorption:
Research and Development (R&D): Nil Technology absorption adoption andinnovation: Nil
C. Foreign Exchange Earning and Outgo:
Foreign Exchange Earnings: Nil Foreign Exchange Outgo: Nil
32. DIRECTOR'S RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) and 134(5) of the Companies Act2013 the Board of Directors confirms that:
a) in the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
b) the directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2020 and of the profit ofthe Company for that year;
c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down internal financial controls to be followed by theCompany and that such financial controls are adequate and were operating effectively;
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
g) the Company has complied with the Secretarial Standards issued by the Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.
33. DISCLOSURE WITH RESPECT TO MAINTENANCE OF COST RECORDS
Your Company doesn't fall within the scope of Section 148(1) of the Companies Act 2013and hence does not require to maintain cost records as specified by the CentralGovernment.
34. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
As per the requirements of Section 135 of the Companies Act 2013 the Company hasconstituted a Corporate Social Responsibility Committee (the "CSR Committee").The Company has adopted a CSR Policy which is available on the website of the Company.
The current composition on the Committee is as follows:
|S. NO. NAME OF COMMITTEE MEMBERS ||DESIGNATION |
|1. Mr. Archit Jain ||Executive Director & Chairman |
|2. Mrs. Rekha Jain ||Non-Executive Director |
|3. Mr. Ajay Mujumdar ||Independent & Non -Executive Director |
|4. Mr. Arvind V Lowlekar ||Independent & Non-Executive Director |
|5. Miss Iti Tiwari ||Secretary to the Committee |
The policy is expected to serve the following purpose:-
1. To make significant addition for the upliftment of society so that the socialcommunity can be amplified.
2. To promote education & empower women.
3. To uphold the values of good citizenship through our own behaviour and byinfluencing other organizations to behave in a similar way & make a splendid remark infront of the society.
4. To promote good CSR and citizenship practices among our members officersassociates and partner organizations; providing training and education where appropriate.
5. To oppose unethical business practices and exert pressure to ensure accountabilityof businesses for their behaviors.
Build active and long-term partnerships with the communities in which we operate tosignificantly improve social condition of the needy people.
35. CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per Section 135 of the Companies Act 2013 a company meeting the applicabilitythreshold needs to spend at least 2% of its average net profit for the immediatelypreceding three financial years on CSR activities. The areas for CSR activities that wehave chosen to spend on are eradication of hunger and malnutrition promoting educationart and culture healthcare destitute care and rehabilitation environmentalsustainability disaster relief and rural development projects. A CSR committee has beenformed by the Company as per the Act. The funds were primarily allocated to a corpus andutilized through the year on these activities which are specified in Schedule VII of theAct. The gross amount required to be spent by the Company during the year is Rs. 9.22Lakhs. Amount spent during the year is Rs. 5.00 Lakhs. Statement Containing Information asPer Section 135 Read With the Rule 8 Of Companies (Corporate Social Responsibility) Rules2014 is annexed as Annexure-E to this report.
36. AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS
The Company hereby affirms that during the year under review the Company has compliedwith all the applicable mandatory secretarial standards (including any modifications oramendments thereto) issued by the Institute of Company Secretaries of India.
37. REPORTING OF FRAUDS
During the year under review neither the Statutory Auditors nor the SecretarialAuditor has reported to the Audit Committee under Section 143(12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in boards report.
38. ENHANCING SHAREHOLDERS VALUE:
Your Company believes that its Members are among its most important stakeholders.Accordingly your Company's operations are committed to the pursuit of achieving highlevels of operating performance and cost competitiveness consolidating and building forgrowth enhancing the productive asset and resource base and nurturing overall corporatereputation
39. PARTICULARS OF EMPLOYEES
The ratio of remuneration of each director to the median employee's remuneration andother details in terms of section 197 of the companies act 2013 read with rule 5(1) ofthe companies (appointment and remuneration of managerial personnel) rules 2014 areannexed as Annexure-F which forms part of this report. During the financial year 2019-20no employee whether employed for whole or part of the year was drawing remunerationexceeding the limits mentioned under section 197(12) of the act read with rule 5(2) of thecompanies (appointment and remuneration of managerial personnel) rules 2014.
In the last month of FY 2020 the COVID-19 pandemic developed rapidly into a globalcrisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers. As of March 232020 work from home was enabled to close to 90 percent of the employees to work remotelyand securely. This response has reinforced customer confidence in Atishay and many of themhave expressed their appreciation and gratitude for keeping their businesses running undermost challenging conditions.
Statements in this Board's Report and Management Discussion and Analysis describing theCompany's objectives projections estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its prices cyclical demand and pricing in the Company'sprinciple markets changes in Government regulations Tax regimes economic developmentsin the Country and other ancillary factors.
Your Company's organizational culture upholds professionalism integrity and continuousimprovement across all functions as well as efficient utilization of the Company'sresources for sustainable and profitable growth. Your Directors acknowledge with gratitudeand wishes to place on record its appreciation for the dedication and commitment of yourCompany's employees at all levels which has continued to be our major strength. YourDirectors also thank the shareholders investors customers visitors to our websitesbusiness partners bankers and other stakeholders for their confidence in the Company andits management and look forward for their continuous support.
| ||FOR AND ON BEHALF OF THE BOARD OF ATISHAY LIMITED |
| ||Sd/- |
| ||AKHILESH JAIN |
| ||CHAIRMAN & MANAGING |
| ||DIRECTOR |
|DATE: 12.06.2020 ||DIN: 00039927 |
|PLACE: BHOPAL || |
Nomination and remuneration Committee
The Board of Directors of the Company constituted the committee to be known as theNomination and Remuneration Committee (hereinafter referred as Committee) consisting ofthree or more non-executive directors out of which at least fifty present directors shouldbe Independent Directors. The Chairperson of the Committee shall be an independentDirector.
The nomination and remuneration committee shall meet at least once in a year."
Quorum for conducting the meeting of nomination and remuneration committee shall beeither two members or one third of the members of the committee whichever is greaterincluding at least one independent director in attendance.
The Chairperson of the nomination and remuneration committee may be present at theannual general meeting to answer the shareholders' queries.
The scope and function of the Nomination and Remuneration Committee is in accordancewith Section 178 of the Companies Act 2013. The objective of this policy is to lay down aframework in relation to remuneration of directors KMP's SMP's and other employees. TheKey objectives of the Committee include the following:
1.Formulating the criteria for determining qualifications positive attributes andindependence of a directors and recommending to the Board a policy relating to theremuneration of the directors executive directors key managerial personnel and otheremployees;
2. Formulating of criteria for evaluation of the independent directors and the Board;
3. Devising a policy on Board diversity;
4.Identifying persons who qualify to become directors or who may be appointed in seniormanagement and to recommend to the Board for their appointment and removal;
5. specify the manner for effective evaluation of performance of Board its committeesand individual directors to be carried out either by the Board by the Nomination andRemuneration Committee or by an independent external agency and review its implementationand compliance;
6. Determining whether to extend or continue the term of appointment of the independentdirector on the basis of the report of performance evaluation of independent directors;
7. recommend to the board all remuneration in whatever form payable to seniormanagement;
8. Analyzing monitoring and reviewing various human resource and compensation matters;
9. Determining our Company's policy on specific remuneration packages for executivedirectors including pension rights and any compensation payment and determiningremuneration packages of such directors;
10. Determining compensation levels payable to the key managerial personnel and otherstaff (as deemed necessary) which shall be market-related usually consisting of a fixedand variable component;
11. Reviewing and approving compensation strategy from time to time in the context ofthe then current Indian market in accordance with applicable laws;
Performing such functions as are required to be performed by the remuneration committeeunder the Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014;
12. Framingsuitablepoliciesandsystems to ensure that there is no violation by anemployee of any applicable laws in India or overseas including:
(i) The Securities and Exchange Board of India (PIT) Regulations 2018 as amended fromtime to time; or
(ii) The Securities and Exchange Board of India (Prohibition of Fraudulent and UnfairTrade Practices relating to the Securities Market) Regulations 2003.
Performing such other activities as may be delegated by the Board of Directors and/orare statutorily prescribed under any law to be complied by the Nomination and RemunerationCommittee.
"Act" means the Companies Act 2013 and Rules framed thereunder as amendedfrom time to time.
"Board" means Board of Directors of the Company.
"Directors" mean Directors of the Company.
"Key Managerial Personnel" means
i. the Managing Director or Chief Executive Officer or Manager and in their absence awhole-time director
ii. Chief Financial Officer;
iii. Company Secretary;
iv. Such other Officer as may be prescribed.
"Senior Management" shall mean officers/personnel of the listed entity whoare members of its core management team excluding board of directors and normally thisshall comprise all members of management one level below the chief executiveofficer/managing director/whole time director/manager (including chief executiveofficer/manager in case they are not part of the board) and shall specifically includecompany secretary and chief financial officer.
Policy for Appointment and Removal of Directors KMP's and Senior Management
a) Committee shall identify and ascertain the integrity qualification expertise andexperience of the person for appointment as Director KMP or at Senior Management leveland recommend to the Board his / her appointment.
b) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.
c) The Company shall not appoint or continue the employment of any person as ManagingDirector or Whole- time Director who has attained the age of seventy years and thenon-executive directors who has attained the age of 75 years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy/seventy fiveyears with the approval of shareholders by passing a special resolution based on theexplanatory statement annexed to the notice for such motion indicating the justificationfor extension of appointment beyond seventy/seventy five years.
d)A whole-time KMP of the Company shall not hold office in more than one company exceptin its subsidiary company at the same time. However a whole-time KMP can be appointed asa Director in any company with the permission of the Board of Director of AtishayLimited.
2. Term / Tenure
a) Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Managing Director orWhole-time Director for a term not exceeding five years at a time. No re-appointment shallbe made earlier than one year before the expiry of term.
b) Independent Director:
-An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.
-No Independent Director shall hold office for more than two consecutive terms of uptomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director. Provided that anIndependent Director shall not during the said period of three years be appointed in orbe associated with the Company in any other capacity either directly or indirectly.
At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Act.
3. Evaluation of performance
The Committee will make recommendations to the Board on appropriate performancecriteria for the Directors. Also it will formulate the criteria and framework forevaluation of performance of every director on the Board of the Company Senior ManagementPersonnel at regular intervals (yearly).
Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.
Policy on Remuneration of Directors KMP's and Senior Management
1. Remuneration of Managing Director/Whole-time Director KMP and Senior ManagerialPersonnel
The Remuneration/ Compensation/ Commission etc. to Directors will be determined by thecommittee and recommended to the Board for approval.
The Remuneration/ Compensation/ Commission etc. to be paid to Director /ManagingDirector etc. shall be governed as per provisions of the Companies Act 2013 rules madethere under and/or any other enactment for the time being in force and Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("Listing Regulations") as amended thereof from time to time .
2. Remuneration to Non- Executive / Independent Director:
The Non-Executive Independent Director may receive remuneration / compensation/commission as per the provisions of Companies Act 2013 and Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") as amended thereof from time to time. The amount ofsitting fees shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force.
3. Remuneration to KMP (except MD/WTD) and Senior Management Personnel:
a) The remuneration for KMP (except WTD/MD) and Senior Management Personnel isdetermined on the basis of the role and position of the individual employee includingprofessional experience responsibility job complexity and market conditions.
b) The various remuneration components basic salary allowances perquisites etc. maybe combined to ensure an appropriate and balanced remuneration package.
c) The annual increments to the remuneration paid to KMP (except MD/WTD) and SeniorManagement Personnel shall be determined based on their performance as reviewed by thecommittee.
Duties of Committee relating to Nomination
The duties of the Committee in relation to nomination matters include:
i. Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness;
ii. Ensuring that on appointment to the Board Non-Executive Directors receive a formalletter of appointment in accordance with the Guidelines provided under the Act;
iii. Identifying and recommending Directors who are to be put forward for retirement byrotation;
iv. Determining the appropriate size diversity and composition of the Board;
v. Setting a formal and transparent procedure for selecting new Directors forappointment to the Board;
vi. Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan;
vii. Evaluating the performance of the Board members and Senior Management in thecontext of the Company's performance from business and compliance perspective;
viii. Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.
ix. Delegating any of its powers to one or more of its members or the Secretary of theCommittee;
x. Recommend any necessary changes to the Board; and
xi. Considering any other matters as may be requested by the Board.
Duties of Committee relating to Remuneration
Duties of the Committee in relation to remuneration matters include:
i. to consider and determine the Remuneration Policy based on the performance and alsobearing in mind that the remuneration is reasonable and sufficient to attract retain andmotivate members of the Board and such other factors as the Committee shall deemappropriate all elements of the remuneration of the members of the Board.
ii. to approve the remuneration of the Senior Management including key managerialpersonnel of the Company maintaining a balance between fixed and incentive pay reflectingshort- and long-term performance objectives appropriate to the working of the Company.
iii. to delegate any of its powers to one or more of its members or the Secretary ofthe Committee.
iv. to consider any other matters as may be requested by the Board.
v. Professional indemnity and liability insurance for Directors and senior management.
i. The Nomination and Remuneration Committee or the Board may review the Policy as andwhen it deems necessary.
ii. The Nomination and Remuneration Committee may issue the guidelines proceduresformats reporting mechanism and manual in supplement and better implementation to thisPolicy if it thinks necessary.
iii. This Policy may be amended or substituted by the Nomination and RemunerationCommittee or by the Board as and when required and also by the Compliance Officer wherethere is any statutory changes necessitating the change in the policy.
Particulars of contracts/arrangements entered into by the company with related partiesForm No. AOC-2
(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules2014)
Form for disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub- section (1) of section 188 of theCompanies Act 2013 including certain arm's length transactions under third provisothereto.
1. Details of contracts or arrangements or transactions not at arm's length basis
|S. No Name(s) of the related party and nature of relationship ||Nature of contracts / arrangements /transactions ||Duration of the contracts / arrangements /transactions ||Salient terms of the |
transactions including the value if any
|Justification for entering into such contracts or arrangements or transactions ||date(s) of approval by the Board ||Amount paid as advances if any ||Date on which the |
special resolution was passed in general meeting as required under first proviso to section 188
|1 - ||- ||- ||- ||- ||- ||- ||- |
2. Details of material contracts or arrangement or transactions at arm's length basis
|S. No Name(s) of the related party and nature of relationship ||Nature of contracts / arrangements /transactions ||Duration of the contracts / arrangements /transactions ||Salient terms of the contracts or arrangements or transactions including the value if any ||Justification for entering into such contracts or arrangements or transactions ||date(s) of approval by the Board ||Amount paid as advances if any ||Date on which the special resolution was passed in general meeting as required under first proviso to section 188 |
|1 Mr. Akhilesh Jain (Managing Director) & Mrs. Rekha Jain (Non-Executive Director) Jointly ||Rent of office at |
Bhopal situated at Plot No. 36 Zone-1 MP Nagar Bhopal- 462011(MP)
|On yearly |
|The head office of the company is situated in the said premise. ||16.05.2019 ||Na ||Not Required as the |
transaction are in the ordinary course of business and arm length basis.
|2 Mr. Archit Jain (Wholetime Director) & Mr.Atishay Jain (S/o Mr.Akhilesh Jain & Mrs. Rekha Jain) ||Rent of office at Mumbai situated at 14-15 Khatau Building |
Bank street Fort
|On yearly |
|The Registered office of the company is situated in the said premise ||25.05.2018 ||Na ||Not Required as the |
transaction are in the ordinary course of business and arm length basis.
|For and on behalf || |
|of Atishay Limited || |
|SD/- ||SD/- |
|Akhilesh Jain ||Archit Jain |
|DIN: 00039927 ||DIN: 06363647 |
|Managing Director ||Whole-time Director |