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Classic Electricals Ltd.

BSE: 512213 Sector: Others
NSE: N.A. ISIN Code: INE02BR01017
BSE 05:30 | 01 Jan Classic Electricals Ltd
NSE 05:30 | 01 Jan Classic Electricals Ltd

Classic Electricals Ltd. (CLASSICELECTRIC) - Director Report

Company director report

Dear members

The Board of Directors is pleased to present the Company's 36th annualreport and Company's Audited Financial Statements for the financial year ended March 312021


The Company's financial performance for the year ended March 31 2021 is summarizedbelow:

Financial Results:

(Rupees in Lakhs)

2020-21 2019-20
Revenue from Operations 456.70 65.08
Less: Expenses
- Employee benefits Expenses 12.28 11.60
- Depreciation and amortization 4.13 5.26
- Finance cost 2.24 3.54
- Other Expenses 34.07 26.01
Total Expenses 52.71 46.41
Profit/ (Loss) before Tax 404.00 18.67
Tax Expenses
- Current Tax 40.03 3.61
- MAT Entitlement/ Set off - (3.12)
- Deferred Tax (5.61) 0.39
- Earlier years 10.60 -
Net Profit after Tax carried Forward 358.97 17.80


The total income has increased to Rs.456.70 Lakhs from Rs.65.08 Lakhs in the previousyear.

The profit after finance cost and depreciation has increased to Rs. 404.00 Lakhs forthe year ended 31st March 2021 compared to previous year Rs. 18.67 Lakhs.


There have been no material changes and commitments affecting the financial position ofthe company between end of the financial year and date of this report. There has been nochange in the nature of business of the company.


The Directors state that the applicable Secretarial Standards i.e. SS-1 and SS-2relating to the ‘Meetings of the Board of Directors' and ‘General Meetings'respectively have been duly followed by the Company.


The Board of Directors of your company after considering holistically the relevantcircumstances has decided that in order to conserve the financial resources for the longterm needs of the Company it would be prudent not to recommend any Dividend and noamount is transferred to Reserves for the financial year 2020-21.


Your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31 2021 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgments 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 2021 and of the profitand loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the 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 internal financial controls are adequate and are operating; and

f) the Directors have revised proper systems to ensure compliance with the provisionsof all applicable laws were in place and that such systems are adequate and operatingeffectively.


All transactions with Related Parties entered in Financial Year 2021 were in ordinarycourse of business and at arm's length basis and in accordance with the provisions of theAct and the Rules made thereunder the Listing Regulations and the Company's Policy onRelated Party Transactions.

During the year under review there were transactions which were material consideringthe aforesaid Policy. Accordingly disclosure is made in respect of related partytransaction in Form AOC - 2 in terms of Section 134 of the Act and Rules framed thereunder. There are no related party transactions that may have potential conflict with theinterest of the Company at large. The attention of the Members is drawn to the notes tothe Standalone Financial Statement setting out the related party transactions disclosuresfor FY20.


The provisions relating to Corporate Social Responsibility (CSR) under section 135 ofthe Companies Act 2013 are not applicable to the Company.


During the year under review the Company has not accepted any deposits within themeaning of Sections 73 and 74 of the Companies Act 2013 read with Chapter V of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014(including any statutory modification(s) or re-enactment(s) for the time being in force)hence there is no details to disclose as required under Rule 8(5)(v) and (vi) of theCompanies (Accounts) Rules 2014.


The Risk Management Policy has been framed implemented and monitored. Major riskidentified by the businesses and functions are systematically monitored through mitigatingactions on continuing basis.

The development and implementation of Risk Management Policy has been covered inManagement Discussion & Analysis which forms part of this report.


The Company has in place adequate internal financial controls with reference to thefinancial statements. During the year such controls were tested and no reportable materialweakness in the design or operation was observed.


In accordance with the provisions of Section 152 of the Companies Act 2013 read withthe Companies (Appointment and Qualification of Directors) Rules 2014 and Articles ofAssociation of the Company Mr Rajesh Hirji Shah is liable to retire by rotation

The Board of Directors on recommendation of Nomination & Remuneration Committee hasrecommended his re-appointment.

As per the provisions of the Companies Act 2013 Independent Directors have beenappointed for a period of 5 years and shall not be liable to retire by rotation. TheCompany has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed under the act and thelisting regulations.

Declaration by Independent Directors:

All Independent Directors have given declarations to the effect that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 readwith Regulation 16 of SEBI (Listing obligations and Disclosures Requirements) Regulations2015. In the opinion of the Board Independent Directors fulfil the conditions specifiedin the Act Rules made there under and Listing Regulations.

Evaluation of Board's Performance:

The Company has devised a Policy for performance evaluation of the Board Committeesand other individual Directors (including Independent Directors) which include criteriafor performance evaluation of Non-executive Directors and Executive Directors. Theevaluation process inter alia considers attendance of Directors at Board and committeemeetings acquaintance with business communicating inter se board members effectiveparticipation domain knowledge compliance with code of conduct vision and strategy.

The detailed programs for familiarization of Independent Directors with the Companytheir roles rights and responsibilities in the Company nature of the industry in whichthe Company operates business model of the Company are being discussed.

The Board carried out an annual performance evaluation of the Board CommitteesIndividual Directors and the Chairman. The Chairman of the respective Committees sharedthe report on evaluation with the respective Committee members. The performance of eachCommittee was evaluated by the Board based on report on evaluation received fromrespective Committees.

The report on performance evaluation of the Individual Directors was reviewed by theChairman of the Board and feedback was given to Directors. Pursuant to the provisions ofthe Companies Act 2013 read with the Rules issued there under and the Listing Regulations(including any statutory modification(s) or re-enactment(s) for the time being in force)the process for evaluation of the annual performance of the Directors / Board / Committeeswas carried out.

In a separate meeting of Independent Director's performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the view of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the Board its committees and individualdirectors was also discussed. Performance evaluation of independent directors was done bythe entire board excluding the independent directors being evaluated.


Statutory Auditor

M/s. N. B. Purohit & Co. Chartered Accountants were appointed as StatutoryAuditors of your Company at the Annual General Meeting held on 29th September 2017 for aterm of five consecutive years. They have confirmed that they are not disqualified fromcontinuing as Auditors of the Company. As per the provisions of Section 139 of theCompanies Act 2013 the appointment of Auditors is required to be ratified by the membersat every Annual General Meeting.

In accordance with Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs the appointment of Statutory Auditors is not required to beratified at every Annual General Meeting.

The Report given by the Auditors on the financial statement of the Company is part ofthis report. There has been no qualification reservation adverse remark or disclaimergiven byt he Auditors in their Report.

Secretarial Auditor

The Board has appointed M/s. D. Kothari & Associates Practicing Company Secretaryto conduct the Secretarial Audit. The Secretarial Audit report for the financial yearended March 31 2021 is annexed herewith and marked as Annexure to this report. They havemade above comment which includes our response to them.

1. The Company has yet to comply with the minimum public shareholding requirement underthe Securities Contracts Regulations (Rules) 1957 ("SCRR").

Our response to the above comment is that we will shortly comply with the aboverequirement.


The Board of Directors has proposed the delisting of company's equity shares from BSELIMITED subject to necessary compliances under SEBI Regulations.


(a) Meetings of the Board:

Five meetings of the Board of Directors were held during the year on the followingdates i.e. 29/06/2020 31/07/2020 15/09/2020 11/11/2020 and 12/02/2021.

(b) Constitution of Committees:

(1) Audit Committee:

The Company has constituted Audit Committee which comprises of following directorsnamely:

Mr. Dhanesh Bipin Parikh Chairman & Independent Director

Mr. Prashant M Parekh Non - Executive and Independent Director

Mrs. Julie Mehul Shah Non - Executive and Non Independent Director

All the recommendations made by the Audit Committee were accepted by the Board.

Four Meetings of Audit Committee was held on 31/07/2020 15/09/2020 11/11/2020 and12/02/2021.

(2) Nomination & Remuneration Committee:

The Company has constituted the Nomination & Remuneration Committee of the Board isconstituted to formulate and recommend to the Board from time to time a compensationstructure for Managing Directors / Whole-time Directors and Managerial Personnel of theCompany.

The nomination and Remuneration Committee comprises following directors namely:

Mr. Dhanesh Bipin Parikh Chairman & Independent Director

Mr. Prashant M Parekh Non - Executive and Independent Director

Mrs. Julie Mehul Shah Non - Executive and Non Independent Director

One Meeting of the Nomination and Remuneration Committee was held on 12/02/2021.

(3) Stakeholders Relationship Committee:

The Company has constituted stakeholders Committee comprises of following directorsnamely:

Mr. Dhanesh Bipin Parikh Chairman & Independent Director

Mr. Prashant M Parekh Non - Executive and Independent Director

Mrs. Julie Mehul Shah Non - Executive and Non Independent Director

One Meeting of the Stakeholder Relationship Committee was held on 12/02/2021.

(c) Remuneration and Nomination Policy:

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.

The Policy broadly lays down the guiding principles philosophy and the basis forpayment of remuneration to Executive and Non-executive Directors Key Managerial PersonnelSenior Management and other employees. The policy also provides the criteria fordetermining qualifications positive attributes and Independence of Director and criteriafor appointment of Key Managerial Personnel / Senior Management and performance evaluationwhich are considered by the Nomination and Remuneration Committee and the Board ofDirectors while making selection of the Annual Report 2020-21 Directors' Reportcandidates.

(d) Vigil Mechanism:

The Company has a robust Vigil Mechanism Policy of the Company which also includesWhistle Blower Policy in accordance with provisions of the Act and Listing Regulations.The Vigil Mechanism is supervised by an Ethics and Compliance Task Force comprising seniorexecutives of the Company. Protected disclosures can be made by a whistle-blower throughan email or dedicated telephone line or a letter to the Task Force or to the Chairman ofthe Audit Committee.

(e) Particulars of Loans given Investments made Guarantees given and Securitiesprovided:

The full details of loans given investments made guarantees given have been providedin the notes to the financial statement for the year ended 31st March 2021. The Companyhas not provided any security during the year.

(f) Conservation of Energy technology absorption:

The Company is not engaged in manufacturing process. Wherever possible the Company hastaken steps to conserve energy. The Company has not taken any technology domestically norimported any technology and hence furnishing the details required doesn't arise.

(g) Foreign Exchange Earnings and Outgo

1) Foreign exchange earnings: NIL

2) Foreign exchange outgo: NIL

(h) Extract of Annual Return:

The Company has placed a copy of annual return of the financial year 2020-21 on itswebsite at .

(i) Particulars of employees and related disclosures:

The total number of permanent employee as on 31/3/2021 was 2 .The Company has not paidany remuneration to Whole-time Director / Managing Director and hence the question offurnishing information regarding ratio of remuneration of each director to the medianremuneration of the employees of the Company is not applicable. There was no remunerationpaid to any director and hence furnishing the details regarding the comparison ofremuneration of the Key Managerial remuneration against company performance and percentileincrease key parameters for variable components is not applicable.

Market Capitalization as on 31/3/2020 Market Capitalization as on 31/3/2021 Rs. 230.20 Lakhs Rs. 230.20 Lakhs

There is no change in market capitalization

PE ratio as on 31/3/2020 ... Rs. 13.20
PE ratio as on 31/3/2021.. .... Rs. 07.04

The Company does not have any employee whose particulars are required to be disclosedin terms of the provisions of Section 197(12) of the act read with Rule 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 hencefurnishing of the same does not arise.

(j) Significant and Material Orders Passed By The Regulators Or Courts:

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

(k) Reporting of Frauds:

There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of Act and Rules framed thereunder.

(l) Prevention of Sexual Harassment in the Company:

The Company values the dignity of individuals and strives to provide a safe andrespectable work environment to all its employees. The Company is committed to providingan environment which is free of discrimination intimidation and abuse. All employees arecovered under this policy. Your Directors state that during the year under review therewere no cases filed pursuant Classic Electricals Limited Annual Report 2020 -21 to theSexual Harassment of Women at Workplace (Prohibition Prevention and Redressal) Act 2013.

(m) General:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as the provisions were not applicable to the company or there were notransactions on these items during the year under review: -

- Issue of Equity Shares with differential rights as to dividend voting or otherwise.- Issue of shares (including sweat equity shares) to employees of the Company.

- The Company does not have any scheme of provision of money for the purchase of itsown shares by the employees or by trustees for the benefit of employees.

- The Company does not have any subsidiaries hence the question of receivingremuneration or commission by the Managing Directors or Whole Time Directors of theCompany from subsidiary does not arise.

- The details of the top ten employees and employees who were drawing remuneration inexcess of limits prescribed under Rule 5 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules 2014 read with Section 197 of theCompanies Act 2013.


The Board of Directors would like to express the sincere appreciation for theassistance and cooperation received from banks government authorities and members duringthe year under review.

The Board of Directors also wish to place on record its deep sense of appreciation forthe committed services by the Company's executives staff and workers

For and on behalf of the Board of Directors
Mr Rajesh Shah Mr Dhanesh Parikh
Managing Director Director
DIN:00475776 DIN: 00676930
Date: 14th August 2021 Sunil H Shah Director
Place: Mumbai DIN:02775683