HEERA ISPAT LIMITED Dear Shareholders
Your directors have pleasure in presenting herewith the 29th Audited AnnualReport for the year ended on 31st March 2021 of your Company.
The Financial performance of the company during the year is as under:
|PARTICULARS ||FOR THE YEAR ENDED ON 31/03/2021 ||FOR THE YEAR ENDED ON 31/03/2020 |
|Income from Sales (Net) ||- ||- |
|Other Income ||- ||1303060 |
|Total Income ||- ||1303060 |
|Total Expenses ||1229807 ||809966 |
|Profit Before Tax ||28328546 ||(7221392) |
|Depreciation ||- ||- |
|Tax Expenses ||- ||- |
|Deferred Tax ||3019574 ||(1538766) |
|Profit / (Loss) After Tax. ||(31348120) ||(5189532) |
|Net Profit / (Loss) for the Year ||(31348120) ||(5189532) |
During the year the company has earned total income of Rs. NIL /- compared to Previousyear of 1303060/- and total expenses of Rs. 1229807/- compared to Previous year of Rs.809966/-. After deduction of depreciation of Rs. NIL (Previous Year Nil) the company hasearned a net profit after tax of Rs. (31348120)/- (Previous year: 5189532/-). Due tochallenging environment the company incurred above mentioned losses. However themanagement is optimistic about future growth.
In the view of carried forward losses Board does not recommend any dividend for theyear under review. PERFORMANCE:
The company has made net loss of Rs. (31348120)/- at the end of the Financial Year.The company has making net profit during the last two years.
DETAILS OF THE ASSOCIATES/ JOINT VENTURE / SUBSIDIARIES COMAPANIES:
The company does not have holding or subsidiary companies during the year and no othercompany has become holding / subsidiary/ joint venture.
SHARE CAPITAL STRUCTURE:
During the year under review there were no changes in the Authorized IssuedSubscribed and Paid up Share Capital Structure of the Company.
The Company has not accepted any public deposit during the year under review and noamount against the same was outstanding at the end of the year.
In conformity with Regulations of SEBI (Listing Obligation and DisclosureRequirement)2015 the Cash Flow Statement for the year ended 31.03.2021 is annexed hereto.The equity shares of the Company are listed on the BSE Ltd. The Company has paid listingfees for the year 2021-22 to Bombay Stock Exchange.
The Company's Total paid up equity share capital is less than Rs. 10 crores and itstotal Net worth is less than Rs. 25 crores Hence the Company is being treated as SmallCompany and as such as per SEBI (LODR) 2015 Regulation Number: 15(2) your company isexempt from making compliance with Regulations No. 17 to 27 Clause- B to I of SubRegulation 2 of Regulation 45 and Para C D and E of Schedule V. Accordingly except thestatement on" Management Discussion and Analyses Report" your Directors havethough formed the sub Committees of the Board as per requirements of Corporate Governanceand they are operational however no detailed Report on Compliance with Conditions ofCorporate Governance report are given here with. The Company is exempted from providingreport on Corporate Governance in accordance with regulation 34(3) and schedule V(C) tothe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Company has not appointed an independent firm of Chartered Accountants to act as anInternal Auditor as per suggestion of auditors and recommendation of the Audit Committeein order to strengthen the internal control system for the Company.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 are not applicable to your Company.
DEMATERIALISATION OF SECURITIES:
Your Company's Equity shares are admitted in the System of Dematerialization by boththe Depositories namely NSDL and CDSL. The Company has signed tripartite Agreement throughRegistrar and Share Transfer Agent M/s Skyline Financial Services Pvt. Ltd. The Investorsare advised to take advantage of timely dematerialization of their securities. The ISINallotted to your Company is INE025D01013. Total Share dematerialized up to 31st March 2021were 5348600 which constitute 90.91% of total capital. Your directors request all theshareholders to dematerialize their shareholding in the company as early as possible.
DETAILS OF RELATED PARTIES TRANSACTIONS PURUSANT TO SECTION 188(1) OF THE COMPANIESACT 2013:
The Company has not entered into related parties' transactions for sale/purchase ofgoods or services at preferential prices. However all the transactions in the nature ofsales/purchase of goods or services are made on arm's length basis. The same were reportedto the Board at every meeting and Board took a note of the same and approved. Otherdetails for inter corporate financial transactions or remuneration and other benefits paidto directors their relatives key managerial personnel etc. are given in the notes to theaccounts vide note no 31 as per requirements of AS 18. Company has formulated variousother policies such as Evaluation of Board Performance Policy etc.
All such policies were documented and adopted by the Board in its meeting held on 10thFebruary 2017.
As the Company is loss making one the provisions related to CSR is presently notapplicable to the Company.
Regarding Performance Review of each of the member of the Board and also theperformance of the various Committees and the Board the Company has adopted the ModelCode of Conduct for Independent Directors Key Managerial Personnel as prescribed inSchedule IV to the Companies Act 2013 and also as prescribed in the SEBI (InsiderTrading) Regulations. The Company strictly follows the procedure to obtain necessarytimely declarations from each of the directors and key managerial personnel.
Management's Discussion and Analysis:
Management's discussion and perceptions on existing business future outlook of theindustry future expansion and diversification plans of the Company and future course ofaction for the development of the Company are fully explained in a separately.
The company has not invited or accepted any Deposit Loans or finance from the publicin violation of section 73(1) of Companies Act 2013 or any rules made there under.
Mr. Dinesh Kumar S Rao shall retire by rotation at the ensuing Annual General Meetingas per provisions of Law. He is eligible for Reappointment and offers himself forreappointment.
DETAILS OF LOANS GUARANTEES AND INVESTMENTS U/S 186 OF THE COMPANIES ACT 2013:
During the year under review the Company has not made any inter corporate loansinvestments given any corporate guarantee to any other body corporate subsidiaryassociate or any other company.
DETAILS OF THE BOARD AND GENERAL MEETINGS HELD AND ATTENDANCE OF DIRECTORS AT THEMEETINGS:
During the year the company held total 6 Board meetings on 30/06/2020 14/09/202027/09/2020 13/11/2020 & 13/02/2021. All the Directors were present at all the boardmeetings to consider various businesses and pass necessary resolutions.
The Company has disclosed all the material information to the stock exchanges and theRegistrar of Companies Office in time as per requirements of law and SEBI (LODR) 2015.
Directors present at the Meeting of board:
|Sr. No. Name of Directors ||30/06/2020 ||14/09/2020 ||27/09/2020 ||13/11/2020 ||13/02/2021 |
|1 DINESHKUMAR SAMARATAJI RAO ||YES ||YES ||YES ||YES ||YES |
|2 PRAKASH NEMCHAND SHAH ||YES ||YES ||YES ||YES ||YES |
|3 RADHESHYAM RAMPAL PATEL ||YES ||YES ||YES ||YES ||YES |
|4 ALPESH KIRITBHAI PATEL ||YES ||YES ||YES ||YES ||YES |
COMPOSITION OF VARIOUS COMMITTEES WITHIN THE ORGANISATION:
The audit committee of the Board of Directors is as under:
|Sr. no. Name ||Type ||No. of Meeting Attended |
|1. ALPESH KIRITBHAI PATEL ||Chairman ||6 |
|2. RADHESHYAM RAMPAL PATEL ||Member ||6 |
|3. PRAKASH N SHAH ||Member ||6 |
(A) FUNCTION OF AUDIT COMMITTEE:
The audit Committee is headed by Alpesh K. Patel as Chairman. He has more than 30 yearsof Construction experience. He is further assisted by two non-executive Independentdirectors namely Radheshyam R Patel. Prakash N. Shah has business experience over 30years. He has through knowledge of working usage and accounting for financial productswhich company uses to hedge its underlying exposure.
The Committee meets at least once every quarter and prepares its minutes on theproceedings and business discussed and transacted. All committee reports and minutes areplaced before the Board in all its meetings for information guidance directions andrecord keeping. In addition the Committee also reviews the reports of the InternalAuditors and obtains guidance from the internal auditors statutory auditors and otherprofessionals of corporate repute from time to time to make timely compliances and paymentof statutory dues.
(B) ROLE AND RESPONSIBILITY OF AUDIT COMMITTEE:
The Committee acts as a bridge between the Statutory and the Internal Auditors and theBoard of Directors of the Company. It is authorized to select and establish accountingpolicies review reports of the Statutory and the Internal Auditors and meet with them todiscuss and deliberate their suggestions findings and other related matters. Further thecommittee is authorized to inter alia monitor review and evaluate the Auditor'sindependence performance and effectiveness of the audit process oversight of theCompany's financial reporting process and the disclosure of its financial information andreview the quarterly half yearly and annual financial statements before submission to theBoard for approval. Further the committee is liable to examine the financial statementsand the Auditors' Report thereon approve transactions of the Company with its relatedparties including consequent modifications thereof grant omnibus approvals subject tofulfillment of certain conditions analyze inter-corporate loans and investmentsvaluation of undertakings or assets of the Company wherever it is necessary. Further itis also empowered to review the Management Discussion and Analysis of financial conditionand results of operations and statement of significant related party transactions. It alsolooks into any other matter as referred to it by the Board of Directors from time to time.
Generally all the items stated in Section 177(4) of the Companies Act 2013 and PointA of Part C of the Schedule II of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 are covered under the roles of the Audit Committee. TheAudit Committee has been granted powers as prescribed under provisions of the Regulation18(2)(c) of the aforesaid Regulations and reviews all the information as prescribed inPoint B of the Part C of the Schedule II of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
SHAREHOLDERS'/INVESTORS' GRIEVANCE COMMITTEE:
(A) TERMS OF REFERENCE:
Shareholders'/Investor Grievance committee looks into investor complaints if any andredresses the same expeditiously. Beside the committee approves allotment transfer &transmission of shares debentures any new certificates on split \ consolidation \renewal etc. as may be referred to it by the Board of Directors. In addition the committeealso looks in to compliance with stock exchange listing agreement and circulation ofshareholder and general public interest information through proper media and stockexchanges from time to time.
The Shareholders'/Investors Grievance Committee presently comprise all Non ExecutiveDirectors. During the year the Committee held 12 meeting (Last Saturday of every month)The Attendance of Members at the Meeting was as follows:
|Sr. no. Name ||Type ||No. of Meeting Attended |
|1. ALPESH KIRITBHAI PATEL ||Chairman ||12 |
|2. RADHESHYAM RAMPAL PATEL ||Member ||12 |
|3. PRAKASH N SHAH ||Member ||12 |
(C ) FUNCTIONS OF INVESTORS SERVICES COMMITTEE:
The company has merged in this committee its earlier committee of share Transfer. ThisCommittee looks in to all aspects related to Shares Bonds Securities and retailinvestors. The committee also looks after the dematerialization process of equity shares.The Committee is also empowered to keep complete records of shareholders statutoryregisters relating to shares and securities maintaining of the complete record of sharedematerialized and complaints received from investors and other various agencies.
The committee meets every month to approve all the cases of shares demat transferissue of duplicate and resolution of the investors' complaints submission of informationto various statutory authorities like NSDL / CDSL SEBI stock Exchanges Registrar ofcompanies periodically. Other roles duties powers etc. have been clearly defined in linewith the Regulation 20 of listing obligation and disclosure requirement rules of SEBI andkept flexible by the Board from time to time.
NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration committee comprises all 3 independent Directors whichare as under:
|Sr. no. Name ||Type ||No. of Meeting Attended |
|1. ALPESH KIRITBHAI PATEL ||Chairman ||3 |
|2. RADHESHYAM RAMPAL PATEL ||Member ||3 |
|3. PRAKASH N SHAH ||Member ||3 |
(A)TERMS OF REFERENCE:
The remuneration committee comprises of all non-executive independent directors.
(i) To ascertain the requirements of and appointment of Key Managerial personals.
(ii) To prescribe rules regulations policy requirements of qualifications andexperience of key managerial personnel.
(iii) To decide the terms of conditions of employment and responsibilities authoritiesof all executive directors Managing Director and to ensure that they discharge theirduties diligently and report to Board regularly.
(iv) To fix the remuneration payable to Managing Director Executive Director WholeTime Directors.
(v) To decide on distribution of profits as commission amongst various executive andnon-executive directors.
(vi) To design frame and make policy for remuneration payable for key managerialpersonnel and up to 3rd rank departmental heads by way of issue of shares as ESOP or stockoptions or otherwise including to provide staff loans/ advances to subscribe to any ESOPsor Stock options by employees of the company.
Further except the cash reimbursement of actual expenses incurred by directors noother benefits in the form of stock options or ESOP etc. are being offered to anydirectors of the Company or to any key managerial personnel for the year. As the companyhas long overdue accumulated losses in its books of accounts; it is not paying any sittingfees or commission of net profit or any other remuneration in kind to any of itsdirectors. The Company does not have any key managerial personnel receiving remunerationof more than Rs. 200000/- Per Month. The company is regular in labor compliances andpayment of statutory labor dues with relevant authorities in time.
Other function roles duties powers etc. have been clearly defined in line with theRegulation 19 of listing obligation and disclosure requirement rules of SEBI and keptflexible for medication by the Board from time to time.
NUMBER OF BOARD AND COMMITTEE MEETING HELD DURING THE YEAR:
|Name of the Committee ||No. of Meeting held |
|Board Of Directors ||6 |
|Audit Committee of Board ||6 |
|Nomination Remuneration Committee ||3 |
|Shareholders' /Investor Grievance Committee ||12 |
DECLARATION BY INDEPENDENT DIRECTORS:
(Pursuant to Provisions of section 149(6) OF the Companies Act 2013)
All the Independent Directors of the Company do hereby declare that:
(1) All the Independent Directors of the Company are neither Managing Director nor aWhole Time Director nor a manager or a Nominee Director.
(2) All the Independent Directors in the opinion of the Board are persons of integrityand possesses relevant expertise and experience.
(3) Who are or were not a Promoter of the Company or its Holding or subsidiary orassociate company?
(4) Who are or were not related to promoters or directors in the company its holdingsubsidiary or associate company?
(5) Who has or had no pecuniary relationship with the company its holding subsidiaryor associate company or their promoters or directors during the two immediately precedingfinancial years or during the current financial year.
(6) None of whose relatives has or had pecuniary relationship or transaction with thecompany its holding subsidiary or associate company or their promoters or directorsamounting to two per cent or more of its gross turnover or total income or fifty lacsrupees or such higher amount as may be prescribed whichever is lower during the twoimmediately preceding financial years or during the current financial year
(7) Who neither himself nor any of his relatives
(a) Holds or has held the position of a key managerial personnel or is or has beenemployee of the company or its holding subsidiary or associate company in any of threefinancial years immediately preceding the financial year in which I\he is proposed to beappointed.
(b) Is or has been an employee or proprietor or a partner in any of the threefinancial years immediately preceding the financial years in which he is proposed to beappointed of
(i) A firm of auditors or company secretaries in practice or cost auditors of thecompany or its holding subsidiary or associate company; OR
(ii) Any legal or a consulting firm that has or had any transaction with the companyits holding subsidiary or associate company amounting to ten per cent or more of thegross turnover of such firm;
(iii) Holds together with his relatives two per cent or more of the total voting powerof the company; OR
(iv) Is a Chief Executive or director by whatever name called or any non-profitorganization that receives twenty five per cent or more of its receipts from the Companyany of its promoters directors or its holding subsidiary or associate company or thatholds two per cent or more of the total voting power of the company; OR
(v) Who possesses such other qualifications as may be prescribed.
DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of section 134 Clause (C) of Sub-Section (3) of the Companies Act 2013 inrelation to financial statements for the year 2020-21 the Board of Directors state:
a) In the preparation of the annual accounts for the financial year ended 31st March2021 as far as possible and to the extent if any accounting standards mentioned by theauditors in their report as not complied with all other applicable accounting standardshave been followed along with proper explanation relating to material departure;
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 at the end of the financial year andprofit and loss account of the Company for that period;
c) The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this 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; and
e) The directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
f) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DECLARATION BY BOARD AS PER REQUIREMENT OF SECTION 178 (1) :
In compliance with Section 178 (1) as also in compliance with applicable Regulations ofSEBI (LODR)
2015 the Board of Directors does hereby declare that:
a. The Company has proper constitution of the Board of Directors including independentdirectors in proportion as per requirement of SEBI (LODR) 2015.
b. The Company has constituted Nomination and Remuneration Committee StakeholdersRelationship Committee Audit Committee as per requirements of the SEBI (LODR) 2015andprovisions of the Companies Act 2013.
c. The Company has the policy for selection and appointment of independent directorswho are persons of reputation in the society have adequate educational qualificationsufficient business experience and have integrity & loyalty towards their duties.
d. The Company pays managerial remuneration to its Managing/Whole Time Directors basedupon their qualification experience and past remuneration received by them from theirprevious employers and company's financial position.
e. The Independent Directors are not paid sitting fee.
f. The Company is not paying any commission on net profits to any directors.
g. During the year the Board has met 6 times during the year. The details of presenceof every director at each meeting of the Board including the meetings of the Committeesif any are given in the reports of the Corporate Governance.
SYSTEM OF PERFORMANCE EVALUATION OF THE BOARD INDEPENDENT DIRECTORS AND COMMITTEES ANDINDIVIDUAL DIRECTORS
1. The Board makes evaluation of the effectiveness and efficiency of every individualdirector committee of directors independent directors and board as a whole.
2. For these purposes the Board makes evaluation twice in a year on a half yearlybasis.
3. The performance of individual directors is evaluated by the entire Board excludingthe Director being evaluated on the basis of presence of every director at a meetingeffective participation in discussion of each business agenda feedback receives fromevery director on draft of the minutes and follow up for action taken reports from firstline management.
4. Effectiveness and performance of various committees are evaluated on the basis ofthe scope of work assign to each of the committees the action taken by the committees arereviews and evaluated on the basis of minutes and agenda papers for each of the committeemeetings.
5. The performance of independent directors is evaluated on the basis of theirparticipation at the meetings and post meeting follow up and communication from each ofsuch independent directors.
PARTICULARS OF THE EMPLOYEES:
Particulars of the employees as required under provisions of Section 197 (12) of theAct read with Rule 5 of The Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time are not attached with this reportsince there was no employee who was in receipt of remuneration in excess of Rs. 850000per month during the year or Rs. 1.2 Cr. per annum in the aggregate if employed part ofthe year.
Ratification of Re- appointment of Statutory Auditors M/s. Naresh J Patel & Co. apeer reviewed firm of Chartered Accountants for the Company for the year 2021-22 and tohold the office as such from the date of conclusion of this Annual General Meeting untilthe conclusion of the next Annual General Meeting and to fix their remuneration with theBoard of Director in their Meeting.
The Company has appointed M/s. KAMLESH SHAH & SHAH CO. as the secretarial auditorfor the financial year 2020-21. They have given their report in the prescribed form MR-3which is annexed to this report as an ANNEXURE A.
The Information required to be disclosed in the report of the Board of Directors as perthe provisions of Section 134 of the Companies Act-2013 and the Companies (Disclosure ofParticulars in the Report of Board of Directors) Rules 1988 regarding the conservation ofenergy; technology absorption foreign exchange earnings and outgo are not applicable tothe company. As Company is not manufacturing any product or providing any services.
MATERIAL CHANGES / INFORMATION:
1. No material changes have taken place after the closure of the financial year up tothe date of this report which may have substantial effect on the business and financial ofthe Company.
2. No significant and material orders have been passed by any of the regulators orcourts or tribunals impacting the going concern status and companies' operations infuture.
Your directors place on record their sincere appreciation for the valuable support andco-operation as received from government authorities Financial Institutions and Banksduring the year. The Directors are also thankful for the support extended by CustomersSuppliers and contribution made by the employees at all level. The Directors would alsolike to acknowledge continued patronage extended by Company's shareholders in its entireendeavor.
|Date: 13ST August2021. || |
| ||For and On Behalf of Board of Directors |
|Pace: Ahmedabad || |
| ||Heera Ispat Limited |
| ||SD/- |
| ||DINESHKUMAR S RAO |
| ||MANAGING DIRECTOR |
| ||DIN:06379029 |