Your Directors have pleasure in presenting the 10th Annual Report together with theAudited Financial Statements for the Financial Year ended 31st March 2021
The performance of the Company for the financial year ended 31st March 2021 issummarized below:
| || || || ||(in INR) |
| || |
|Particulars ||2020-2021 ||2019-2020 ||2020-2021 ||2019-2020 |
|Revenue from Operations ||154525905 ||201344521 ||394134321 ||893954859 |
|Other income ||2233027 ||1946743 ||15994872 ||12291887 |
|Profit Before Interest Depreciation & Tax ||4692391 ||8066988 ||19288597 ||26475857 |
|Interest ||5725786 ||3232437 ||15636919 ||12893102 |
|Depreciation ||2851748 ||2548444 ||3361845 ||2956201 |
|Profit before Tax ||(3633141) ||2286107 ||289833 ||10626554 |
|Current Tax ||- ||377088 ||1346531 ||2585746 |
|Deferred Tax ||465344 ||250366 ||437086 ||269090 |
|Income Tax relating to previous year ||22956 ||- ||23681 ||24312 |
|MAT credit Entitlement ||- ||377088 ||- ||377088 |
|Total Tax Expense ||488300 ||250366 ||1807298 ||2502060 |
|Net Profit/(Loss) for the period after tax ||(4121440) ||2035740 ||(1517464) ||8124494 |
|Number of shares ||3077500 ||3077500 ||3077500 ||3077500 |
|Earnings per share ||(1.34) ||0.66 ||(0.49) ||2.64 |
OVERVIEW OF FINANCIAL PERFORMANCE
During the year your Company achieved a total revenue of Rs 1567.59 lakhs as againstthe previous year total revenue of Rs. 2032.91 lakhs a decrease of 22.88%.
Net Loss of the Company for the year ended 31.03.2021 is Rs. (41.21) lakhs as againstthe previous year profit of Rs.20.36 lakhs.
During the year your Company achieved a total revenue of Rs 4101.29 lakhs as againstthe previous year total revenue of Rs. 9062.46 lakhs a decrease of 54.74%.
Profit/ (Loss) of the Company for the year ended 31.03.2021 is Rs. (1517.46) lakhs asagainst the previous year profit of Rs. 8124.49Lakhs depicting a decline of 118.67 %.
During the year under review there is no change in the nature of the business of theCompany. The affairs of the Company are conducted in accordance with the accepted businesspractices and within the purview of the applicable legislations.
COVID-19 AND ITS IMPACT
There is material impact on the Company for the financial year 2020-2021.
OUTLOOK FOR THE CURRENT YEAR
Your Board of Directors has initiated various strategic moves to overcome thecompetition. Also to de-risk the dependence on few core verticals the Company hasidentified and is investing on new opportunities. Further the Company is also takingmeasures to keep the operating cost low wherever possible.
The Board in view of conserving the financial resources and the risk of business aheaddue to COVID-19 has not recommended any dividend for the year.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
During the year Company has not transferred the unclaimed dividend to InvestorEducation and Protection Fund.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial position of theCompany that have occurred between the end of the Financial Year 2020-2021 of the Companyand the date of the report.
TRANSFER TO RESERVES
During the year under review Company has transferred the entire loss of Rs.4121440to Reserve & Surplus.
The Company has not accepted any fixed deposits from the public and no amount ofprincipal or interest on public deposits was outstanding as on the balance sheet datewithin the meaning of section 73 and 74(1) of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014 during the period under review.
There is no change in the share capital during the year. The authorised share capitalof the Company as on date of Balance Sheet is 50000000/- divided into 5000000 equityshares of Rs. 10/- each.
The paid-up share capital of the Company as on date of balance sheet is Rs.30775000/- (Rupees Three Crores Seven Lakhs Seventy Five Thousand Only) divided into3077500 equity shares of Rs.10/- each.
DETAILS OF CHANGES IN DIRECTORS AND KMP
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Sri Rajesh Chandanmal Dugar Director of the Company willretire by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment. The Board recommends his re-appointment.
Mr. Abhishek Kumar Sahal has resigned as Chief Financial Officer of the Companyw.e.f 15th February 2021
Mr. Vijay Gyanchand Jain has been appointed as Chief Financial Officer of theCompany with effect from 15th February 2021
Ms. Deepika Surekha has resigned as Company Secretary and Compliance Officer ofthe company with effect from 30th November 2020
Ms. Sonal Baheti has resigned as Company Secretary and Compliance Officer of thecompany with effect from 30th May 2021
Ms. Purva Palshikar has been appointed as Company Secretary and Complianceofficer of the Company with effect from 12th June 2021
The Board met Six (6) times during the Financial Year. The meeting details are providedin the corporate governance report that forms part of this Annual Report. The maximuminterval between any two meetings did not exceed 120 days as prescribed in the CompaniesAct 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis as required by the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations) is incorporated herein by reference and forms an integral part of this reportas Annexure -I.
Pursuant to Section 134(3) of the Companies Act 2013 copy of the annual return shallbe hosted at the website of the company i.e. www.cdgroup.in.
CORPORATE GOVERNANCE REPORT
Your Company's philosophy on Corporate Governance sets the goal of achieving thehighest level of transparency with integrity in all its dealings with its stakeholdersincluding shareholders employees lenders and others. A report on Corporate Governancealong with a Certificate from the practicing Company Secretary regarding the Compliance ofConditions of Corporate Governance as stipulated under the Listing Regulations forms partof the Annual Report as Annexure -II.
COMMITTEES OF THE BOARD
The Company has constituted Audit Committee pursuant to the provisions of CompaniesAct 2013. The scope and function of the Audit Committee is in accordance with Section 177of the Companies Act 2013. The members of the Audit Committee as on 31st March 2021 are:
|Shri. Naresh Kathotia ||- Chairman |
|Shri. Manoj Kumar Dugar ||- Member |
|Shri. Dilip Kumar Surana ||- Member |
None of the recommendations made by the Audit Committee were rejected by the Board.During the year under review the Audit Committee had met 4 times.
The details of the Committees of the Board viz. Audit Committee Nomination andRemuneration Committee and Stakeholders Relationship Committee are reported in the Reporton Corporate Governance which forms part of the Board's Report.
MEETING OF INDEPENDENT DIRECTORS
The details of the separate meeting of the Independent Directors are reported in theReport on Corporate Governance which forms part of the Board's Report.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OFSECTION 149
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149 of the Companies Act 2013 so asto qualify themselves to be appointed as Independent Directors under the provisions of theCompanies Act 2013 and the relevant rules.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
All Independent Directors (IDs) inducted into the Board are presented with an overviewof the Company's business operations products organization structures and about theBoard constitution and its procedures. A policy on familiarization program for IDs hasalso been adopted by the Company and also posted on the website of the Company i.e.www.cdgroup.in. More details are provided in the corporate governance report which formspart of this Annual Report.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OFDIRECTORS
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out the annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit and other Committees.
A structured questionnaire was prepared after taking into consideration inputs receivedfrom the Directors covering various aspects of the Board's functioning such as adequacyof the composition of the Board and its Committees Board culture execution andperformance of specific duties obligations and governance.
A separate exercise was carried out to evaluate the performance of individual Directorsincluding the Chairman of the Board who were evaluated on parameters such as level ofengagement and contribution independence of judgments safeguarding the interest of theCompany and its minority shareholders etc. The performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Secretarial Department. The Directors expressed theirsatisfaction with the evaluation process.
POLICY ON DIRECTOR'S AND KEY MANAGERIAL PERSONNEL APPOINTMENT & REMUNERATION:
Your company adopted the policy on Director's Appointment & Remuneration. Theobjective of the policy is to ensure that Executive Directors and other employees aresufficiently compensated for their performance. The Policy seeks to provide criteria fordetermining qualifications positive attributes and independence of a director and alsorecommend a policy relating to the remuneration for the directors and key managerialpersonnel. Policy is available at www.cdgroup.in
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a Whistle Blower Policy framed to deal with instance of fraud andmismanagement if any the details of the Policy are explained in the Corporate GovernanceReport and also posted on the website of the Company i.e. www.cdgroup.in
RISK MANAGEMENT POLICY
In terms of the requirement of Section 134(3)(n) of the Companies Act 2013 theCompany has developed and implemented the Risk Management Policy. Your Company believesthat managing risks helps in maximizing returns. The Company's approach to addressingbusiness risks is comprehensive and includes periodic review of such risks and a frameworkfor mitigating risks and reporting mechanism of such risks. The risk management frameworkis reviewed periodically by the Board. The details of the Policy is available on thewebsite of the Company i.e. www.cdgroup.in
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provisions arenot applicable.
RELATED PARTY TRANSACTIONS
All the transactions entered with related parties are on arm's length basis. DetailedInformation on transactions on related parties pursuant to section 134(3) (h) of the Actread with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure-III inForm AOC-2 to this report.
The policy on Related Party Transactions as approved by the Board is available on thewebsite of the Company at www.cdgroup.in.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirm that tothe best of their knowledge and belief and according to the information and explanationobtained by them
1. In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
2. Such accounting policies as mentioned in the notes to the financial statements havebeen selected and applied consistently and judgments and estimates that are reasonable andprudent made so as to give a true and fair view of the state of affairs of the company atthe end of the Financial Year 2020-2021 and of the profit or loss of the Company for thatperiod;
3. Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
4. The annual accounts for the year 2020-2021 have been prepared on a going concernbasis;
5. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
6. That systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
INFORMATION ABOUT SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Morbido Merchandise Private Limited a wholly owned subsidiary of the Company reporteda Net revenue of Rs.296914455.00 with profit of Rs.2603976.00 for the financial yearended March 31 2021.
Consolidated Financial Results
In accordance with the provisions of the Companies Act 2013 ('the Act') Regulation33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ('ListingRegulations') and applicable Accounting Standards the audited consolidated financialstatements (CFS) of the company for the financial year 2020-21 together with AuditorsReport thereon forms part of the Annual Report. A statement showing the salient featuresof the financial statements of the subsidiaries associates and joint ventures in theprescribed Form AOC-1 is enclosed as "Annexure-IV" to this report. During theyear under review no company has become or ceased as Subsidiary/Joint Venture/AssociateCompanies.
M/s. Bhalotia & Associates. Chartered Accountants Hyderabad (Firm Reg No.325040E) Statutory Auditors were appointed as Statutory Auditors of the Company at 9thAnnual General meeting for a period of Five(5) years.
The Board of Directors based on the recommendation of the Audit Committee haveappointed M/s. Affinity Global Services Private Limited. Chartered Accountants as theInternal Auditors of your Company for FY 2020-2021. The Internal Auditors have submittedtheir reports.
INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies safeguarding ofits assets prevention and detection of frauds and errors accuracy and completeness ofthe accounting records and timely preparation of reliable financial disclosures.
C) SECRETARIAL AUDITORS
The Board has appointed M/s. A.S Ram Kumar & Associates Company Secretaries inpractice to carry the Secretarial Audit under the provisions of section 204 of theCompanies Act 2013 for the Financial Year 2020-2021. The Report of the SecretarialAuditor is annexed to this report as Annexure -VII.
Extract of Observations:
|Observation/Qualification ||Explanation by the company |
|Whereas in terms of Regulation 24(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 to the extent of appointment of Independent Director on the Board of Material non- listed Indian Subsidiary is compiled on 25.03.2021. ||The Company has complied the provision by appointing the independent director in its material subsidiary on 25.03.2021 |
|Whereas in terms of Regulation 47(1)(a) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 to the extent of publication of notice of meeting of the Board of Directors where financial results shall be discussed not complied for June and September 2020 quarters ||Due to COVID-19 Pandemic the company could not publish the same and however the company complied the same thereafter |
|Whereas in terms of Regulation 47(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 to the extent of publication of financial results for the quarter June 2020 not complied ||Due to COVID-19 Pandemic the company could not publish the same and however the company complied the same thereafter. |
|Whereas delay in payment of Professional Tax for October & December 2020 Non-payment of Professional tax on Director Remuneration & Tax on company attracting Rule 17 of Professional Tax act 1987 ||Due to pandemic Compliance is not been made. However it has been rectified. |
|Where as in terms of 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Secretarial Audit for financial year 2019-2020 for its material subsidiary company Morbido Merchandise Private Limited was not conducted. ||The company has complied the said provision for the reporting period by appointing the secretarial auditors for conducting the secretarial audit of its material subsidiary. |
|Whereas in terms of Section 139(8) of Companies Act 2013 in case of causal vacancy of auditor due to resignation such casual vacancy shall be filled by appointment of new auditor by the approval of members who shall hold office up to the conclusion of next annual General Meeting. However the appointment in the reporting company has been made for a period of 5 (five) years. ||Due to oversight the appointment has been made for a period of five years. |
The observations made in the Auditors' Report are self-explanatory and therefore donot call for any further comment's u/s 134 of the Companies Act 2013.
COMMENTS ON AUDITOR REPORT
There are no adverse comments by the Auditor in the Audit Report and hence comments byBoard of Directors of the Company on Auditor Report are not required.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company's policy on prevention of sexual harassment of women provides for theprotection of women employees at the work place and for prevention and redressal of suchcomplaints. An Internal Complaints Committee has been set up to redress complaintsreceived regarding sexual harassment. All employees (permanent contractual temporarytrainees) are covered under this policy.
The Company has not received any complaint on sexual harassment during the year.
CORPORATE SOCIAL RESPONSIBILITY (CSR):
During the year under review the provisions of Sec 135 of the Companies Act 2013 arenot applicable to your company.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conversation of energy Technology absorption foreignexchange earnings and outgo as required to be disclosed under the act are provided inAnnexure-VI to the Board Report
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act and the Rules made there underin respect of employees of the Company has been disclosed in Annexure - V.
MAINTENANCE OF COST RECORDS
Maintenance of Cost records is not applicable to the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant or material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.
Your Company considers its Human Resources as the key to achieve its objectives.Keeping this in view your Company takes utmost care to attract and retain qualityemployees. The employees are sufficiently empowered and such work environment propels themto achieve higher levels of performance. The unflinching commitment of the employees isthe driving force behind the Company's vision. Your Company appreciates the spirit of itsdedicated employees.
The Company has complied with the secretarial standards issued by Institute of CompanySecretaries of India.
ESOP & SWEAT EQUITY SHARES:
During the year under review your Company has not issued any share under EmployeeStock Options scheme or as Sweat equity shares to it Employees Key Managerial Persons.
PAYMENT OF SITTING FEE
During the year under review your Company has not paid any amount of Sitting Fees toits Directors for attending the Board meetings.
DIRECTORS APPOINTMENT AND REMUNERATION INCLUDING OTHER MATTERS PROVIDED UNDER SECITON178(1) OF COMPANIES ACT 2013.
This section is not applicable to your company. During the period under reviewAppointment and Remuneration including other matters under section 178(1) is taken care byBoard of Directors of the Company.
Your Directors take this opportunity to express their sincere appreciation to theshareholders customers bankers suppliers and other business associates for theexcellent support and co-operation extended by them.
Your Directors gratefully acknowledge the ongoing co-operation and support provided bythe Central and State Governments Stock Exchanges SEBI RBI and other Regulatory Bodies.
We place on record our appreciation of the contribution made by employees at alllevels. Our consistent performance was made possible by their hard work solidarityco-operation and support.
| ||By Order of Board of Directors |
| ||Sd/- ||Sd/- |
| ||Manoj Kumar Dugar ||Rajesh Chandanmal Dugar |
|Place: Hyderabad ||Managing Director ||Director |
|Date: 30th August 2021 ||DIN : 00352733 ||DIN : 00730059 |