DANUBE INDUSTRIES LIMITED AHMEDABAD.
Your Directors have pleasure in presenting the 40th Annual Report and the Company'sAudited Financial Statements for the financial year ended March 31 2020.
The Company's financial performance for the year ended March 31 2020:
(Rs. In Lakh)
|Particulars ||31.03.2020 ||31.03.2019 |
|Revenue from Operations ||121626157 ||- |
|Other Income ||894361 ||2318684 |
|Total Revenue ||122520518 ||2318684 |
|Total Expenditure ( including Change in Inventories) ||122327694 ||97397 |
|Profit Before Tax ||192824 ||2221287 |
|Less: Tax expense/ Deferred tax liability ||62587 ||351120 |
|Profit after Tax ||130237 ||1870167 |
|Earnings Per Share ||0.03 ||0.37 |
STATE OF AFFAIRS
There has been no change in the business of the Company during the financial year ended31st March 2020.
TRASNFER TO RESERVE:
The Company does not propose to carry forward any amount to reserves of the company.
IMPACT OF COVID-19 PANDEMIC:
During the last month of the year under review COVID-19 pandemic developed rapidlyinto a global crisis forcing governments to enforce lockdowns. Due to the spread ofCOVID-19 and in accordance with the various initiatives and directions of both Central andState Government(s) from time to time including Janta curfew and subsequent nationwidelock down the operations of the Company were suspended from March 22 2020. After 20thMay 2020 the Company gradually started its business operations with minimum workforce.The Company is closely monitoring the situation arising out of COVID-19 and resultantrestrictions imposed by the regulatory authorities. At this point of time it is notpossible either to foresee the duration for which this pandemic will last nor predict itscourse. Hence the Company is not in a position to assess with certainty the future impacton operations.
For the year ended 31stMarch 2020 your Company has reported total revenue and netProfit after taxation of Rs. 122520518/- and Rs. 130237/- respectively as compared tolast year's total revenue and net profit after taxation of Rs.97397 and Rs. 1870167respectively. Directors are striving hard to improve the performance of the Company.
Authorized & paid up capital
During the year under review there was no change in the Company's issued subscribedand paid-up equity share capital. On 31st March 2020 it stood at Rs. 50000000/-divided into 5000000 equity Shares of Rs. 10/- each. The Company has neither issuedshares with differential rights as to dividend voting or otherwise nor issued shares(including sweat equity shares) to the employees or Directors of the Company under anyScheme. No disclosure is required under Section 67(3)(c) of Companies Act 2013 in respectof voting rights not exercised directly by the employees of the Company as the provisionsof the said Section are not applicable.
The Board of Directors of your Company after considering holistically the relevantcircumstances has decided that it would be prudent not to recommend any Dividend for theyear under review.
DETAILS OF HOLDING /SUBSIDARY COMPANIES:
The Company didn't had any Holding/ Subsidiary/ Joint Ventures/ Associate Companies atthe start of the year during the year or at the end of the year and hence there is norequirement of giving the statement containing the salient feature of the financialstatement of the company's subsidiary or subsidiaries associate company or companies andjoint venture or ventures.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGNEXCHANGE EARNINGS AND OUTGO:
Pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ( 3 ) ofCompanies (Accounts ) Rules 2014 the Board of Directors hereby declare that there are noparticulars to report for the Conservation of Energy & Technology Absorption.
There is no foreign exchange earnings and outgo during the year under the review.
DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENTANDREMUNERATION OFMANAGERIALPERSONNEL) RULES. 2014:
There was no employee drawing remuneration requiring disclosure under section 197(12)and Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014. Required details annexed to this Report as "Annexure B".
MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
BOARD'S COMMENT ON THE AUDITORS' REPORT:
The observations of the Statutory Auditors when read together with relevant notes tothe accounts and accounting policies are self explanatory and do not call for any furthercomment.
PARTICULARS OF LOANS AND INVESTMENT:
The Company has not made any Investment given guarantee and securities during the yearunder review. There for no need to comply provisions of Section 186 of the CompaniesAct2013.
DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS COURT AND TRIBUNALS:
No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.
MANAGEMENT DISCUSSION AND ANALYSTS REPORT
As required under Regulation 34 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Management Discussion and Analysis Report of the Company for theyear under review is presented in a separate section forming part of the Annual Report isattached herewith as Annexure-C.
DISCLOSURE UNDER SECTION 164(2) OFTHE COMPANIES ACT 2013:
The Company has received the disclosure in Form DIR - 8 from its Directors beingappointed or re-appointed and has noted that none of the Directors are disqualified underSection 164(2) of the Companies Act 2013 read with Rule 14(1) of Companies (Appointmentand Qualification of Directors) Rules 2014.
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE D .
CONTRACTS AND AGGRANGMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the year under the reviewwere on an arm's length basis and were in the ordinary course of business. Therefore theprovisions of Section 188 of the Companies Act2013 were not attracted. Further there areno materially significant related party transactions during the year under review made bythe Company with Promoters Directors or other designated persons which may have apotential conflict with the interest of the Company at large. Thus disclosure in FormAOC-2 is not required. However the disclosure of transactions with related party for theyear as per Accounting Standard-18 Related Party Disclosures is given in Note to BalanceSheet as on 31st March2020.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
1. Retirement by Rotation:
Pursuant to the provisions of Section 152(6) of the Companies Act 2013 Ms. RichaVaswani (DIN: 08115184) retires by rotation at the ensuing Annual General Meeting andbeing eligible offers herself for reappointment. Your directors recommend herre-appointment.
2. Appointment /Resignation of Directors/KMP:
There has been change in the constitution of Board during the year under review.
|Sr. No. ||Name ||Date of Appointment/Resignation ||Nature of Change |
|1 ||Hukumat M. Rajdev ||27/09/2019 ||Appointment |
|2 ||Meena S. Rajdev ||27/09/2019 ||Appointment |
|3 ||Sunil H. Rajdev ||14/08/2019 ||Appointment |
|4 ||Charu Bavise ||10/12/2019 ||Appointment |
|5 ||Sweety Purohit ||27/08/2019 ||Resignation |
|6 ||Mayur Shah ||14/08/2019 ||Resignation |
|7 ||Vasudev Hardasani Khemchand ||14/08/2019 ||Resignation |
|8 ||Sunder Dayaldas Tekchandani ||14/08/2019 ||Resignation |
The company has compiled with the requirements of having Key managerial Personnel asper provisions of section 203 of the companies Act 2013.
The calendar of meetings to be held in a year is decided in advance by the Board andcirculated to the Directors. The gap between two consecutive meetings was not more thanone hundred and twenty days as provided in section 173 of the Companies Act 2013.
During the year 6 (Six) meetings of the Board Meeting were held during the financialyear 2019-20 on following dates: 30.05.201914.08.2019 27.09.2019 10.12.2019 24.10.2019and 12.02.2020.
|Sr. No. ||Name of Director/KMP ||DIN ||Number of Meetings Entitled ||Number of Meetings Attended |
|1 ||Hukumat Meghraj Rajdev ||00202615 ||4 ||4 |
|2 ||Meena Sunil Rajdev ||08060219 ||4 ||4 |
|3 ||Mayur Manubhai Shah ||03313341 ||2 ||2 |
|4 ||Sunder Dayaldas ||02700889 ||2 ||2 |
| ||Tekchandani || || || || |
|5 ||Vasudev Hardasani Khemchand ||08065945 ||2 ||2 || |
|6 ||Jigna Mahesh Thakkar ||08308619 ||6 ||6 || |
|7 ||Nimesh Rasikbhai Patel ||08308685 ||6 ||6 || |
|8 ||Richa Vinodbhai Vaswani ||08115184 ||6 ||6 || |
Requisite quorum was present during the meetings.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meet the criteria of independencelaid down in the Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirement) Regulations 2015.
Your Board confirms that in their opinion the independent directors fulfill theconditions of the independence as prescribed under the SEBI (LODR) 2015 and they areindependent of the management. Further in the opinion of the Board the independentdirectors possess requisite expertise experience and integrity. All the independentdirectors on the Board of the Company are registered with the Indian Institute ofCorporate Affairs Manesar Gurgaon as notified by the Central Government under Section150(1) of the Companies Act 2013 and as applicable shall undergo online proficiencyself-assessment test within the time prescribed by the IICA.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3)(c) of the Companies Act 2013 the Board of Directors of theCompany confirms that:
in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period; the directorshad taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities;
a. the directors had prepared the annual accounts on a going concern basis; and Thedirectors in the case of a listed company had laid down internal financial controls tobe followed by the company and that such internal financial controls are adequate and wereoperating effectively.
The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
COMPLIANCE WITH THE SECRETARIAL STANDARD:
The Company has complied with all the provisions of Secretarial Standards on BoardMeetings and General Meetings issued by the Institute of Company Secretaries of India.
ANNUAL PERFORMANCE EVALUATION:
In compliance with the provisions of the Act and voluntarily under SEBI (LODR)Regulations 2015 the performance evaluation was carried out as under:
In accordance with the criteria suggested by the Nomination and Remuneration Committeethe Board of Directors evaluated the performance of the Board having regard to variouscriteria such as Board composition Board processes Board dynamics etc. The IndependentDirectors at their separate meetings also evaluated the performance of the Board as awhole based on various criteria. The Board and the Independent Directors were of theunanimous view that performance of the Board of Directors on a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee the Nomination and Remuneration Committee theStakeholder Relationship Committee was evaluated by the Board having regard to variouscriteria such as committee composition committee processes committee dynamics etc. TheBoard was of the unanimous view that all the committees were performing their functionssatisfactorily and according to the mandate prescribed by the Board under the regulatoryrequirements including the provisions of the Act the Rules framed thereunder and the SEBI(Listing Obligation and Disclosure Requirement) Regulation 2015.
In accordance with the Companies Act 2013 and Listing Regulations the Company hasfollowing Committees in place:
Nomination and Remuneration Committee
Stakeholders Relationship Committee
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Rule 9 of Companies (Corporate Social Responsibility Policy) Rules is not applicable tothe company.
The Regulation 27(2)(a) of SEBI(Listing Obligation and Disclosure Requirement)Regulations 2015 regarding Corporate Governance is not applicable to the Company thepaid-up capital of the company being less than Rs.10 crores and net worth less than 25crores the threshold limit as prescribed therein.
The equity shares of the Company are listed with BSE Limited. There are no arrears onaccount of payment of listing fees to the Stock Exchange.
Reclassification of promoters of Danube Industries Limited:
The Stock Exchange has approved the Company's Application for Reclassification ofPromoter Shareholders under the provisions of Regulation 31A of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 based on submissions made by the company on25.10.2020.
INTERNAL FINANCIAL CONTROLS:
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. The Company has adoptedthe policies and procedures for ensuring the orderly and efficient conduct of itsbusiness including adherence to Company's policies safeguarding of its assetsprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.
The Company has not invited/ accepted any deposit within the meaning of Chapter V otherthan the exempted deposit as prescribed under the provision of the Companies Act 2013 andthe rules framed there under as amended from time to time. Hence there are no particularsto report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts)Rules 2014.
AUDITORS & AUDITORS REPORT
The Auditor M/s. Vishves A. Shah & Associates Chartered Accountants Ahmedabad[FRN. 121356W] hold office until the conclusion of the 2020 Annual General Meeting.
DETAILS OF FRAUD REPORT BY AUDITOR:
As per Auditor's Report no fraud u/s 143 (12) reported by the auditor.
SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under Ms. HetikaDipakKingerPracticing Company Secretary from Kinger & Associates have been appointed SecretarialAuditors of the Company. The report of the Secretarial Auditors is enclosed as Annexure Ato this report.
RISK MANAGEMENT POLICY:
The Company has in place to ensure sustainable business growth with stability and topromote a proactive approach in reporting evaluating and resolving risks associated withthe business. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. These are discussed at themeetings of the Audit Committee and the Board of Directors of the Company. The Company'sinternal control systems are commensurate with the nature of its business and the size andcomplexity.
VIGIL MECHANISM AND WHISTLE-BLOWER POLICY
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished.
INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations1992 as amended from time to time the code of conduct for prevention of insider tradingand the code for corporate disclosures ("Code") as approved by the Board fromtime to time are in force by the Company. The objective of this Code is to protect theinterest of shareholders at large to prevent misuse of any price sensitive informationand to prevent any insider trading activity by dealing in shares of the Company by itsDirectors designated employees and other employees. The Company also adopts the conceptof Trading Window Closure to prevent its Directors Officers designated employees andother employees from trading in the securities of the Company at the time when there isunpublished price sensitive information.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION. PROHIBITIONAND REDRESSAL). ACT2013.
The Company has always believed in providing a safe and harassment free workplace forevery individual working in its premises through various interventions and practices. TheCompany always endeavours to create and provide an environment that is free fromdiscrimination and harassment including sexual harassment The Company has in place anAnti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment ofWomen at the Workplace (Prevention Prohibition and Redressal) Act 2013. InternalComplaints Committee (ICC) has been set up to redress complaints received regarding sexualharassment. All employees (permanent contractual temporary trainees) are covered underthis policy.
TRANSFER TO THE INVESTOR EDUCATION & PROTECTION FUND:
During the year under review the provisions of Section 125(2) of the Companies Act2013 do not apply as there was no dividend declared and paid in last seven years so theCompany was not required to transfer any amount to the Investor Education and ProtectionFund (IEPF) established by the Central Government pursuant to the provision of Section 125(e) of the Companies Act 2013 as there is no amount unclaimed for a period of 7 yearsfrom the date it became due for repayment.
The provisions of Cost Audit as per Section 148 does not apply on the Company.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Directors have devised proper systems to ensure compliance with the provisions ofall applicable secretarial Standards and that such systems are adequate and operatingeffectively.
Statements in the Directors Report and the Management discussion & Analysisdescribing the Company's objectives expectations or predictions may be forward lookingwithin the meaning of applicable securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include global & domestic demand and supplyconditions affecting selling prices new capacity additions availability of criticalmaterials and its cost changes in government policies and tax laws economic developmentof the country and such other factors which are material to the business operations of theCompany.
Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers regulatory bodies and other businessconstituents during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the commitment displayed by all executives officersand staff resulting in successful performance of the Company during the year.
FOR DANUBE INDUSTRIES LIMITED HUKUMAT MEGHRAJ RAJDEV