Your Directors present the 27th ANNUAL REPORT of Harmony Capital ServicesLimited (The Company) along with the Audited Financial Statement for the financial yearended on 31st March 2021.
1. FINANCIAL STATEMENTS
A summary of your Company's Financial Performance for the Financial Year ended 31stMarch 2021 is given below: -
|PARTICULARS ||Financial Year 2020-2021 ||Financial Year 2019-2020 |
|Total Revenue ||47293 ||(361326) |
|Expenses excluding Interest Depreciation and amortization expenses ||622367 ||621093 |
|Depreciation and amortization expenses ||2095 ||2095 |
|Finance Cost ||NIL ||NIL |
|Profit/(Loss) Before Tax (PBT) ||(577168) ||(984513) |
|Tax Expense ||1771 ||193 |
|Net Profit/(Loss) for the Year ||(575397) ||(984320) |
|Other Comprehensive Income ||NIL ||NIL |
|Total Comprehensive Income ||(575397) ||(984320) |
|Add :- Balance b/f from the previous year ||(16245172 ||(15260852) |
|Balance available for Appropriation ||(16820570) ||(16245172) |
|Less :- Transferred to General Reserve ||NIL ||NIL |
|Proposed Dividend ||NIL ||NIL |
|Balance Carried to Balance Sheet ||(16820570) ||(16245172) |
2. TRANSFER TO RESERVES
During the year the Company has incurred Loss and thus the point is not applicable inthe current year.
Due to non-availability of sufficient funds your directors express their inability torecommend any dividend for the year under review.
4. CHANGE IN NATURE OF BUSINESS
There is no change in the business activity of the Company.
5. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92 and 134(3) of the Companies Act and Rule 12 of the Companies(Management and Administration) Rules 2014 the extract of Annual Return in Form MGT-9 isattached as ANNEXURE - A
6. SHARE CAPITAL
The paid up equity share capital of the Company as on March 31 2021 was t30009000/-.. During the year under review the Company has not issued any shares. TheCompany has not issued shares with differential voting rights. It has neither issuedemployee stock options nor buyback nor sweat equity shares and does not have any scheme tofund its employees to purchase the shares of the Company
6. DEPOSITS FROM PUBLIC:
Your Company has not accepted/invited deposits from the public falling within the ambitof Section 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules2014.
7. MATERIAL CHANGES OR COMMITMENTS
There are no material changes or commitments that took place after the closure of FY2020-21 till date which will have any material or significant impact on the financials ofthe Company
8. RELATED PARTY TRANSACTIONS:
There are no contracts or arrangements with related parties referred to section 188(1)of the companies Act 2013. The Company has been uploaded on the website of the Company athttp://www.hcsl.co.in/download/corporate governance/Related-partv-transaction-policv.pdf
As on March 31 2021 the Company has Four (4) Directors consisting of Two (2)Independent Directors One (1) Executive Directors and One (1) Chairman & ManagingDirector.
8. WOMAN DIRECTOR
Your Company's Board is represented by one Woman Directors Ms. Pooja Kumavat
9. DIRECTORS RETIRING BY ROTATION
In accordance with the provision of Section 152 of the Companies Act 2013 and Articlesof Association of the Company Shri Krishna Kumar Jhunjhunwala (DIN:00335070) ExecutiveDirector of the Company retires by rotation at the ensuing Annual General Meeting of theCompany and being eligible offers himself for re-appointment. The information ofDirectors seeking appointment/re-appointment as required pursuant to Regulation 36(3) ofthe SEBI Regulations is provided in the notice covering the Annual General Meeting of theCompany. None of the Directors on the Board of the Company has been debarred ordisqualified from being appointed or continuing as directors of Companies by theSecurities and Exchange Board of India Ministry of Corporate Affairs or any suchstatutory authority.
10. DIRECTORS AND KEY MANAGERIAL PERSONELS:
Mr. Asutosh Raulo Chairman & Managing Director Mr. Sunil Biharilal Kataria CFOand Ms. Ramdulari Saini Compliance Officer of the Company have been designated as the KeyManagerial Personnel of the Company (KMP) pursuant to the provisions of sections 2(51) and203 of the Companies Act 2013 read with the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
11. DIRECTOR'S RESPONSIBILITY STATEMENT
Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the Internal Statutory andSecretarial Auditors including audit of the internal financial controls over financialreporting by the Statutory Auditors and the reviews performed by the Management and therelevant Board Committees including the Audit Committee the Board if of the opinion thatthe Companys internal financial controls were adequate and effective during FY2020-2021
Accordingly pursuant to Section 134(3)(c) and 134(5) of the Companies Act the Boardof Directors to the best of their knowledge and ability confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
(b) Such accounting policies as mentioned in the Notes to the Financial Statements havebeen selected and applied consistently and judgement 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 March 312021 and of the Loss of the Company for the year ended on thatdate;
(c) proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 asamended from time to time for safeguarding the assets of the Company and for preventingand detecting fraud and other irregularities;they have taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthe Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;
(d) The Annual accounts on a going concern basis;
(e) Proper Internal financial controls to be followed by the Company and such internalfinancial controls are adequate and operating effectively; and
(f) systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
12. DECLARATION OF INDEPENDENCY BY THE INDEPENDENT DIRECTORS
The Company has received declarations from both the Independent Directors of theCompany confirming that they fulfill the criteria of independence as prescribed undersub-section (6) of section 149 of the Companies Act 2013 and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.
13. INDEPENDENT DIRECTORS MEETING
The Independent Directors of the Company met on 24th October 2020 during theyear without the presence of Non-Independent Directors and members of the management. TheIndependent Directors discussed matters pertaining to the Company's affairs and reviewedthe performance of non-independent directors the Chairman and the Board as a whole andassessed the quality quantity and timeliness of flow of information between the CompanyManagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed under the Companies Act2013 and the SEBI (Listing Obligations and Disclosure Requirements) 2015.
14. NUMBER OF MEEINGS OF THE BOARD
During Financial Year 2020-21 Five(5) Board Meetings were held by the Company on 29thJune.2020 11th Aug.2020 2nd Sept.2020 28th Oct.2020 and29th Jan.2021. The intervening gap between the meetings was prescribed underthe Companies Act.2013 and clause 49 of the Listing Agreement entered with the BSE. Thenumber of Committee Meeting held during the Financial Year 2020-21 forms part of theCorporate Governance Report.
15. PERFORMANCE EVALUATION OF THE BOARD
In compliance with the provisions of the Companies Act 2013 and Regulation 25(4)(a) ofthe SEBI Regulation annual performance evaluation of the Board and its Directorsindividually was carried out. Various parameters such as the Board's functioningcomposition of its Board and Committees execution and performance of specific dutiesobligations and governance were considered for evaluation. The performance evaluation ofthe Board as a whole was carried out by the Independent Directors. The performanceevaluation of each Independent Director was also carried out by the Board
There are no observations which are carried by any of the director on evaluation ofBoard. Further in the view of previous year's observation company has taken various stepsas suggested by the directors.
16. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and other mattersprovided in Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport which is a part of this report.
17. DISCLOSURES BY DIRECTORS
None of the Directors of your Company is disqualified as per provisions of Section164(2) of the Companies Act 2013 as amended from time to time. Your Directors have madenecessary disclosures to this effect as required under Companies Act 2013 as amendedfrom time to time.
18. COMMITTEES OF THE BOARD:
Your Company has several committees which have been established as a part of the bestcorporate governance practices and are in compliance with the requirements of the relevantprovisions of laws and statutes applicable to the Company.
The Company has following Committees namely:
I. Audit Committee;
II. Nomination and Remuneration Committee;
III. Stakeholders' Relationship Committee;
IV. Risk Management Committee.
The details with respect to the composition powers roles terms of reference etc. ofthe aforesaid committees are given in details in the "Report on CorporateGovernance" of the Company which forms part of the Annual
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186.
There are no loans Guarantees made under the provisions of Section 186 of theCompanies Act 2013 during the year. Further pursuant to the provisions of section 186(4) of the Act the details of investments made by the Company are given in the Notes tothe Financial Statements.
20. SUBSIDIARY COMPANIES JOINT VENTURES NAD ASSOCIATES COMPANIES
The Company does not have any Subsidiary and Associate Company or Joint venture
21. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS:
Your Company has earned revenue of ^ 0.47 lakhs in Financial Year 2020-2021 as comparedto Gross Loss of ^(3.61) lakhs in Financial Year 2019-2020. The Loss after tax inFinancial Year 20202021 is ^ 5.75 lacs as compared to loss ^9.84 lakhs in Financial Year2019-2020.
22. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of Internal Financial Control and their adequacy are included inthe Management discussion & Analyses which forms part of this Report.
23. NOMINATION & REMUNERATION POLICY
The Company's Remuneration Policy has been disclosed in the Report on CorporateGovernance which forms part of the Annual Report.
24. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company which also incorporates a Whistle Blower policy interms of the Listing Regulations includes an Ethics & Compliance Task ForceComprising senior executives of the Company. Protected disclosures can be made by awhistle blower through an e-mail or
dedicated telephone line or a letter to the task Force to the Chairman of the AuditCommittee. The Vigil Mechanism and Whistle Blower policy of the Company is available onits website
"http://www.hcsl.co.in/code of conduct.php"
25. RISK MANAGEMENT
The Company has adopted a Risk Management Policy wherein all material risks faced bythe Company are identified and assessed. The Risk Management framework defines the riskmanagement approach of the Company and includes collective identification of risksimpacting the Company's business and documents their process of identification mitigationand optimization of such risks. The Policy is uploaded on the website of the Company
http://www.hcsl.co.in/code of conduct.php
26. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 read with Schedule V to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ( Listing Regulations)is presented in separate section forming part of the Annual Report.
27. disclosure under the sexual harassment of women at the workplace (preventationprohibitoon and redressal ) act 2013
The Company has in place a policy for Prevention of Sexual Harassment in line with therequirements of The Sexual Harassment of Women at the Workplace (Preservation Prohibition& Redressal) Act 2013. Complaints Committee has been set up to redress complaintsreceived regarding sexual harassment. All employees are covered under this policy. ThisPolicy has been uploaded on the website of the Company. The Company has not received anycomplaint of sexual harassment during the Financial Year 2020-2021
a. Statutory Auditors:
Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 M/s. D. Lodha & Associates. CharteredAccountants (Firm Registration No 135606W) were appointed as the Statutory Auditor of theCompany to hold office from the Conclusion of the 24th Annual General Meetinguntil the conclusion of the 29th Annual General Meeting of the Company.
The Statutory Auditor have submitted a certificate stating that their appointment is inaccordance with Section 139 read with Section 141 of the Companies Act.
The Audit Report forms a part of the Annual Report and the report does not contain anyqualification reservation adverse remark or disclaimer.
b. INTERNAL AUDITOR:
Pursuant to the provisions of Section 138 of the Companies Act and the Companies(Accounts) Rules 2014 on the recommendation of the Audit Committee Ms. Dolly KumariChartered Accountant appointed by the Board of Directors to conduct internal auditreviews of the Company.
c. SECRETARIAL AUDITOR:
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Shri Ghanshyam Soni Proprietor of M/s. G Soni & Associares CompanySecretaries to undertake the Secretarial Audit of the Company for F.Y 2020-21. TheSecretarial Audit report is annexed herewith as "Annexure B
29. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The Company has also implemented several best Corporate Governancepractices as prevalent globally. The Report on Corporate Governance as stipulated underthe Listing Regulations Forms an integral part of this Report. A Report on CorporateGovernance along with a Certificate from the Statutory Auditors of the Company regardingthe compliance of conditions of Corporate Governance as stipulated in regulations 17 to27 clauses (b) to (i) of sub-regulation (2) of regulation 46 and paragraph C D and E ofSchedule V of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 are annexed to this Report. The requisiteCertificate from the Auditors of the Company confirming compliance with the conditions ofCorporate Governance is attached to the report on Corporate Governance.
30. PARTICULARS OF EMPLOYEES
The information required pursuant to section 197 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company are not applicable to the Company as the Company has not employed anyemployees whose salary exceeds the prescribed limits.
31. LISTING OF THE COMPANY'S EQUITY SHARES
The Equity Shares of the Company are at present listed and traded with the Bombay StockExchange. The Company has paid listing fee to the Bombay Stock Exchange. There is nodefault in paying annual listing fees.
32. DISCLOSURE OF PARTICULARS RELATING TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2015 is furnished in as
|Sr. No. Conservation of Energy ||Technology ||Absorption ||Foreign Exchange Earnings And Outgo ||Remark |
|1 NIL ||NIL ||NIL ||NIL ||N.A |
33. IMPACT OF COVID-19 ON BUSINESS
There has been no material impact on the business of the Company due to Covid-19pandemic
Your Directors wish to place on record their appreciation and acknowledgement withgratitude's for the support and assistance to the Company's Bankers Shareholders andCustomers. Your Directors place on record their deep sense of appreciation for the devotedservices of the executives and staff at all levels of the Company to the growth &success of the Company.