Fundviser Capital (India) Limited (Formerly known as Bagadia Colourchem Ltd.)
The Board of Directors have pleasure in presenting before you the 35thAnnual Report and Audited Statements of Accounts for the Financial Year ended as on 31s'March 2020.
1. FINANCIAL RESULTS
The Financial Results for the year ended on 31st March 2020 are brieflygiven below:-
|particulars ||2019-2020 ||2018-2019 |
| ||(Rs.) ||(Rs.) |
|Revenue from Operations & Other Income ||2896703 ||3783552 |
|Profit before Interest Depreciation & Income Tax ||651352 ||868549 |
|Less : || || |
|Interest ||9047 ||93054 |
|Depreciation ||- ||55229 |
|Profit/ (Loss) for the Year before tax ||642305 ||720266 |
|Less : Provision for Tax || || |
|Current Tax ||100200 ||400000 |
|Deferred Tax ||330327 ||406322 |
|Earlier Year ||7141 ||16974 |
|Profit/(Loss) after Tax ||204637 ||709614 |
2. COMPANY'S AFFAIRS PERFORMANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTReclassification of Promoters:
As the Member are aware that during the Previous Financial Year i.e. 2018-19 theincoming Promoters viz. Mrs. Namrata Jain Miss. Prachi Jain and Sureshchand ChhotelalJain (HUF) have been classified as the Promoters. However the re-classification of theearlier Promoters viz. Mr. Natwarlal Bagadia Mr. Sushil Bagadia and Mrs. SangeetaBagadia Mr. Mohit S. Bagadia & Ms. Sneha A. Tekriwal from Promoter Category to PublicCategory is still pending and the same is in process.
Change of Name:
BSE Limited has taken on record the change of name of the Company from BagadiaColourchem Limited to Fundviser Capital (India) Limited.
Review of Operations:
Though the Company has not started its NBFC activities in a full-fledged manner theentire Revenue of the Company consists of the said new activities.
As the office of the Company is located in a prime & centrally located area theCompany had to close down the office during COVID-19 pandemic and as such the majorworking of the Company was stand still.
During the year under review the Revenue from Operations of the Company was ' 27.65Lakh as against of ' 25.15 Lakh. The Company has earned a Profit before Tax of ' 6.42 Lakhas against the Profit of ' 7.20 Lakh of the previous year.
3. CAUTIONARY STATEMENT
Statements in this report particularly those which relate to Management Discussion andAnalysis describing the Company's objectives projections estimates and expectations mayconstitute 'forward looking statements' within the meaning of applicable laws andregulations. Actual results might differ materially from those either expressed orimplied.
4. TRANSFER TO RESERVES
Your Company has not proposed to transfer any amount to the General Reserve.
With a view to augment Long Term Resources and to plough back the earnings in theBusiness itself your Directors do not recommend any Dividend on the Shares of theCompany.
6. PUBLIC DEPOSITS
During the Financial Year 2019-20 your Company had not accepted any Deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
The Central Government Ministry of Corporate Affairs vide its notification dated 22ndJanuary 2019 read with further notification dated 30'h April2019 required theCompanies to file 'Return of Deposits' or 'Particulars of Transactions not considered asDeposit'. The Company will comply with the said notification.
7. internal control systems and IT'S adequacy
The Company has adequate internal control systems to ensure operational efficiencyaccuracy and promptness in financial reporting and compliance of various laws andregulations.
The internal control system is supported by the internal audit process. An InternalAuditor has been appointed for this purpose.
The Audit Committee of the Board reviews the Internal Audit Report and the adequacy andeffectiveness of internal controls periodically.
8. LISTING AGREEMENT & FEES
The annual listing fees for the Financial Year 2019-2020 have been paid to BSE Limitedwhere your Company's shares are listed.
9. HOLDING companies SuBSIDIARY COMpANIES AND ASSOCIATE COMpANIES
Company does not have any Holding Company Subsidiary Company and Associate Company.
10. EXTRACT OF Annual ReTuRN
The details forming part of the extract of the Annual Return in Form MGT- 9 inaccordance with Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Rules 2014 are set out herewith as Annexure I tothis Report.
11. number of MEETINGS OF THE BOARD
During the year under review Seven (7) Board Meetings were convened and held. Inaddition to that the Meeting of the Independent Directors was held on 23rdMarch 2020 the details of which are given in the Corporate Governance Report.
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013 and the Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
12. DIRECTORS' RESPONSIBILITY STATEMENT
Directors' Responsibility Statement prepared pursuant to the provisions of Section134(5) of the Companies Act 2013 is furnished below as required under Section 134(3) (c).
Directors state that:-
a) In the preparation of the Annual Accounts for the Year ended 31s' March2020 the applicable Accounting Standards read with requirements set out under Schedule IIIto the Act have been followed and there are no material departures from the same;
b) Accounting Policies as mentioned in Part-B to the Financial Statements have beenselected and applied consistently. Further judgments and estimates have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2020 and of the Profit of the Company for the yearended on that date;
c) 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;
d) The Annual Accounts have been prepared on a going concern basis;
e) Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively
13. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations under Section 149(7) of the CompaniesAct 2013 that they meet the criteria of independence as laid down under Section 149(6) ofthe Companies Act 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
14. AUDITORS AND AUDITORS' REPORT
a) Internal Auditor
The Internal Auditor Ms. Purvi Agarwal Chartered Accountants Mumbai have conductedinternal audits periodically and submitted their reports to the Audit Committee. TheirReports have been reviewed by the Statutory Auditors and the Audit Committee.
b) Statutory Auditor
Amar Bafna & Associates Chartered Accountants were appointed as the Company'sStatutory Auditors upto the conclusion of 36th Annual General Meeting to beheld in the year 2021.
Amar Bafna & Associates the Auditors have informed the Company that encouraged bythe initiative taken by the Institute of Chartered Accountants of India (ICAI) for"Capacity Building Initiatives for Members in Practice" and to utilise enhancedsynergies the firm i.e. M/s Amar Bafna & Associates is in the process of mergingwith M/s JMT & Associates Chartered Accountants Mumbai having Firm RegistrationNumber (FRN 104167 W) with effect from 16th September 2020 or any such date asmay be approved by /intimated to ICAI.
Amar Bafna & Associates the present Auditors have also informed the Company thatall the present Partners of the firm will be and are joining the M/s JMT & Associatesas Partners under the above Merger. Mr. Amar Bafna the present Engagement Partner of theAudit of the Company will continue to be Engagement Partner in the new Firm M/s JMT &Associates Chartered Accountants.
Accordingly practically there would be no change in the Auditor except the change ofthe name of the firm and hence the new firm of Auditors is proposed to be appointed onlyfor the remaining term of the present Auditors i.e. up to Year 2021.
The necessary Resolution at Item No 3 of the Notice is proposed for your approval.
The Auditors Report to the Shareholders for the year under review does not contain anyqualification.
No frauds have been reported by the Auditors under Section 143(12) of the CompaniesAct 2013 requiring disclosure in Board's Report.
c) Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Companyhas appointed Mr. Shekhar Ghatpande Practicing Company Secretaries having Membership NoFCS: 1659 CP No: 782 to conduct the Secretarial Audit of your Company. The SecretarialAudit Report is annexed herewith as Annexure - ii to this Report which is qualifiedby the Secretarial Auditors on following points:-
(i) During the Financial Year 2018-2019 the former Promoters of the Company consistingof Mr. Natwarlal Bagadia Mr. Sushil Bagadia and Mrs. Sangeeta Bagadia had entered intoShare Purchase Agreement (SPA) dated 29thJanuary 2018 with the new Promoters of theCompany viz. Mrs. Namrata Jain (New Promoter -
1) Miss. Prachi Jain (New Promoter -
2) and Sureshchand Chhotelal Jain (HUF) (New Promoter -
3) for acquisition by them of 1753652 Equity Shares of '10/- each i.e. 47.524% ofthe total Share Capital of the Company. The said Acquirers also made the Open offer foracquisition of Shares from the then existing Shareholders of the Company. Furtherpursuant to the Resolution passed by the Shareholders the Company had applied to BSE forReclassification of Promoters. The application of the Company for reclassification isunder process by BSE Ltd.
In this Connection the Directors state that the Company is making necessary follow upwith BSE Ltd.
(ii) During the Year under Report there were no changes in the composition of the Boardof Directors. The Independent Directors of the Company have so far not registered on thePortal of 'Independent Director's Data Bank' introduced by Indian Institute of CorporateAffairs.
In this Connection the Directors state that the Independent Directors of the Companyhave not registered on the Portal of 'Independent Director's Data Bank. The IndependentDirectors have already been informed about the said requirement.
d) Cost Audit
For the Financial Year under Report the appointment of Cost Auditor and obtaining theirReport was not applicable to the Company.
15. PARTiCULARS OF LOANS GUARANTEES OR iNVESTMENT
During the Financial Year 2019-2020 Company has not provided any Loans or Guaranteesand made Investment under Section 186 of the Companies Act 2013 read with Companies(Meeting of Board and its Powers) Rules 2014.
The Details of Investments made as on 31s' March 2020 are as follows:
|Name of entity ||Amount As at 31s' march 2020 (Rs.) |
|1. Quoted (equity Shares) ||NIL |
|2. Unquoted || |
|(a) 165 Capital Gain Saving Bonds of ' 10000/- each of Rural Electrification Corporation Ltd. ||1650000/- |
|total:- ||1650000/- |
During the year i.e. 2019-2020 the investment in the properties stood at ' 129 Lakh.
16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Pursuant to provisions of Companies Act 2013 the particulars of Contracts orArrangements entered into by the Company with Related Parties have been done at Arm'sLength basis and are in ordinary course of business and particulars of which are beingprovided in Form AOC - 2 in terms of Section 134 (3) (h) read with Section 188 of the Actand Rule 8(2) of the Companies (Accounts) Rules 2014 attached herewith as Annexure III.
17. material changes and commitments between the date of the balance sheet and
THE DATE OF REpORT
There have been no material changes and commitments affecting the financial position ofthe 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.
18. siGNIFICANT/MATERIAL ORDERs passED BY THE REGuLATORs
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
19. conservation of energy technology absorption foreign exchange earnings AND outgo
The Information on Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and Outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is as follows:
A. Conservation of Energy and Technology Absorption:
(i) The steps taken or impact on conservation of energy:
The operations of your Company are not energy intensive.
(ii) The steps taken by the Company for utilizing alternate sources of energy: NIL
(iii) The capital investment on energy conservation equipments: NIL
B. Technology absorption:
(i) The efforts made towards technology absorption: Not Applicable.
(ii) The benefits derived like product improvement cost reduction product developmentor import substitution: Not Applicable.
(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the Financial Year): Not Applicable.
C. Foreign Exchange Earnings and Outgo
|sr. particulars No. ||Amount in (') |
|1 Foreign Exchange earned in terms of actual inflows during the year ||Nil |
|2 Foreign Exchange outgo during the year in terms of actual outflows ||Nil |
20. risk management policy
As at present the Company has not started its new Business activities in a full fledgedmanner formulated any Policy for Risk Management. However during the course of businessthe Management looks after and studies the Risks involved.
21. NOMINATION AND REMuNERATION pOLICY
The Board has on the recommendation of Nomination and Remuneration Committee framed thepolicy for selection and appointment of Directors KMP's and senior Management personneland their remuneration.
22. STATEMENT REGARDING COMPLIANCE WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(prevention pROHIBITION AND REDREssAL) ACT 2013:
The Company has formed a Committee under the provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 to ensure protectionagainst sexual harassment of women at workplace and for the prevention and redressal ofcomplaints of sexual harassment. No such instance took place during the reporting period.
23. corporate social responsibility (CsR)
The provisions of Section 135 of the Companies Act 2013 and the Companies (CorporateSocial Responsibility Policy) Rules 2014 in respect of CSR activities are not applicableto the Company. The Company voluntarily also has not undertaken any CSR activity.
24. board evaluation
Pursuant to the provisions of the Section 134 (3) (p) of the Companies Act 2013 Rulesthere under and Regulation 17 (10) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Audit Nomination and Remuneration and other statutory committees.Performance evaluation has been carried out as per the Nomination and Remuneration Policy.
25. CHANGE IN THE NATuRE OF BusiNEss IF ANY
The matter has already been discussed in Para 2 above.
26. details of directors OR KEY MANAGERIAL pERsONNEL WHO WERE AppOINTED OR HAvEREsIGNED DuRING THE YEAR
Ms. Namrata Jain and Ms. Nikita Jain were appointed as Promoter Directors of theCompany and Mr. Rajendrakumar Daga and Mr. Satishkumar Mehta were appointed as anIndependent Directors of the Company for a term of four consecutive years from the date of34'h Annual General Meeting i.e. upto 30'h September 2023.
During the year Ms. Meenakshi Priyadarshani resigned from the post of Company Secretaryof the Company w.e.f. 29'h May 2019 and in her place Mr. Pushpendra Raikwarwas appointed as the new Company Secretary and Compliance officer w.e.f. 8'hOctober 2020.
27. directors proposed TO BE RE-AppOINTED AT THE ENsuiNG ANNuAL GENERAL MEETING
Ms. Nikita Dhannalal Jain (DIN: 07163522) retires by rotation at the ensuing AnnualGeneral Meeting and being eligible offers herself for re-appointment.
The necessary resolution for her appointment as the Director of the Company is proposedfor the approval of the Members in the ensuing Annual General Meeting.
28. composition OF AuDIT COMMITTEE
The composition of the Audit Committee under Section 177 of the Companies Act 2013 andRegulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 has been mentioned in the Corporate Governance Report annexed to this Report.
29. particulars OF EMpLOYEEs
No employee of the Company was in receipt of remuneration aggregating to ' 102/- Lakhor more per year or ' 8.50 Lakh or more per month when employed for a part of the year andthe particulars as required under Section 197 (12) read with the Rule 5(2) and 5 (3) ofCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014.
30. CAsH FLOW
A Cash Flow Statement for the financial year ended 31s' March 2020 isattached to the Financial Statement.
31. CORPORATE GOVERNANCE
Pursuant to Regulation 15 (2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 report on the Corporate Governance is not applicable tothe Company. However as a good Corporate Governance practice the Company furnishes thereport on the Corporate Governance along with the certificate of compliance from thePracticing Company Secretary which forms part of the Annual Report.
32. DEMATERIALISATION OF EQUITY SHARES
As per SEBI Circular No. SEBI/HO/MIRSD/DOP1/CIR/P/2018/73 dated 20'h April2018 the Shareholders holding Shares in Physical Form are required to submit their copiesof PAN Card and Bank Account details. The Shareholders holding the Shares in Physical Formare requested if not already done to forward the same to the Registrar & TransferAgents - Satellite Corporate Services Private Limited at the earliest. Please note that notransfer of Shares is allowed in Physical Form.
33. SECRETARIAL STANDARDS
During the year under review the Company has complied with all applicable mandatorySecretarial Standards issued by Institute of Company Secretaries of India and approved bythe Central Government u/s 118(10) of the Companies Act 2013.
The Directors place on record their appreciation for the co-operation and supportextended by the Shareholders Employees and Well Wishers of the Company all the times.
| ||By Order of the Board of Directors |
| ||For Fundviser Capital (india) Limited |
| ||Natwarlal Bagadia |
|Place: -Mumbai ||Chairman |
|Date: - 25/08/2020 ||[DIN: 00899960] |