You are here » Home » Companies » Company Overview » Ind-Agiv Commerce Ltd

Ind-Agiv Commerce Ltd.

BSE: 517077 Sector: Others
NSE: N.A. ISIN Code: INE115E01010
BSE 00:00 | 17 Nov 22.60 0
(0.00%)
OPEN

22.60

HIGH

22.60

LOW

22.60

NSE 05:30 | 01 Jan Ind-Agiv Commerce Ltd
OPEN 22.60
PREVIOUS CLOSE 22.60
VOLUME 100
52-Week high 33.95
52-Week low 18.00
P/E 18.23
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 22.60
CLOSE 22.60
VOLUME 100
52-Week high 33.95
52-Week low 18.00
P/E 18.23
Mkt Cap.(Rs cr) 2
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Ind-Agiv Commerce Ltd. (INDAGIVCOMMER) - Director Report

Company director report

To

The Members'

IND AGIV COMMERCE LIMITED

Our Directors Eire pleased to present the 34ti\ Annual Report on the business andoperations ‘of the Company together with the Audited Statement of Accounts for thefinancial year ended as on 31 St March 2020

1. STATE OF AFFAIRS OF THE COMPANY:

a) FINANCIAL RESULTS

Standalone Consolidated
Particulars Current Year ended 31/03/2 020 Previous Year ended 31/03/2 019 Current Year ended 31/03/ 2020 Previous Year ended 31/03/2 019
(Rs. in Lac) (Rs* in Lac)
Revenue from Operations & other Income 1202.35 1237.37 1375.80 2314.27
Profit before Depreciation Finance Cost and Taxation 226.52 141.19 399.67 387.G1
Lesii : Finance Cost 176.61 98.93 179.97 113.17
lens: Depreciation & ArrartiScition 19.38 19.12 187.04 220.93
Profit before Taxation 3053 2314 32.66 53.51
Pmv for Taxation
- Current 688 5.52 7 76 14.06
- Deferred 3.40 429 3 42 4.17
- Short (Excess) Provision of earlier years 0 0 0 0
Profit after Taxation 20.25 j/ 1333 21.48 35.28
Amount available for appropriation
Transfer to Special Reserve Fund 20.25 13.33 21.48 35.28
Proposed Dfvidend 0 0 0 0
Tax on Dividend 0 0 0 0
Balance carried to Balance Sheet
(1) Basic 2.03 1.33 2.15 3.53
(2) Diluted 2.03 1:33 2.15 \ 353

There is no change in the nature of business of the Company

2. PERFORMANCE REVIEW:

a. Standalone

The Company achieved a Turnover of Rs.il.26 Cr during the year under consideration ascompared to the Turnover of Rs.1j.B3 Cr achieved during the previous year whichrepresents a decrease of about 485DA: in Turnover which is mainly due toslowdown in the economy. Net profit after tax during the year under consideration is Rs20.25 Lacs as agamst net profit after tax of Rs. 1333 Lacs during the previous year. OurDirectors are mak ng constant endeavor to explore new areas to achieve higher turnover andprofitability.

b. Consolidated

Tne Group achieved a Turnover of Rs 12 96 Cr during the year under consideration ascompared to Lne Turnover of Rs.22.25 Cr achieved during the previous year. Theconsolidated net profit after tax during the year under consideration is Rs 21 48 l acs asagainst consolidated net profit after tax of Rs35.28 Lacs during the previous year.

3. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Companyoccurred between and at the end of the financial year to which this f nancial statementrelates and the date of this report

4* TRANSFER TO RESERVES

It is not proposed to transfer any amount to reserves out of the profits earned duringFY 2019-20

5. DIVIDEND

Considering the impact of CGVID-19 Pandemic on business operations it is necessary fortne Company to conserve cash. The Board of Directors of the Company has decided not todeclare / pay any Dividend for the financial year 2019-20.

6. DIRECTORS:

a. Retire by Rotation

Tr accordance with the provisions cl Section 152 of I Lie Ac- and the Company s Artnles ol AssO' RUiun Mr Vasndev B Rupam Director (Holding DIN Q14G2L74) and Ms Sushila BRup^ni (holding DIN. 02662096;' of the Company is liable to retire by rotation at theensuing Annual General Meeting (AGM) and being eligible has Offered himself forre-appointment.

b. Key Managerial Personnel:

Tn accordance with the prov signs :if Section 203 Of the Act the following are the Ke\Managerial Personnel or the Company

Sr No* Name Designation
1 Mr LaEit Lajpat Chduhan - MD & CFO
2 Mr Tauseef Ahmed - Company Secretary

c. Nomination and Remuneration Policy:

The Company has adopted a Policy on Directors appointment and remuneration includingcriteria for determining qualifications positive attributes Independence of a Directorand other matters provided under Section 1/R (3) of the Act. The remuneration paid to theDirectors is as per the terms laid out m the Nomination and Remuneration policy of theCompany.

The said Policy lays down the guidelines to be followed in relation to;

A. Appointment of the directors and key i^iuagena; personnel of the Company

B. Fixation of the remuneration of the directors key managerial personnel and otheremployees of the Company and

C. Evaluation of performance of directors key managerial personnel and other employeesof the Company

The object :ve of this Policy is to inter-alia;

a. Attract. recruit and retain good and exceptional

talent;

B. List down the criteria for determining the qualifications positive attributes andIndependence of the Directors of the Company;

C Ensure that the remuneration of tne Directors key managerial personnel and otheremployees is performance driven motivates them recognizes their merits and achievementsand promotes excellence in thnir performance;

D. Mutvate such personnel to align their individual interests with rhe Interests of theCompany and

further1 the interests of its stakeholders;

E Ensure a transparent nomination process for directors with tnc diversity of thoughtexperience knowledge perspective and gender in the Board; and F Fulfill the Company'sobjectives and goals including in relation to good corporate governance transparency andsustained long-term value creation for' its stakeholders.

The Nomination and Remuneration Policy of the Company can be viewed on website of theCompany at htins.7/www.aqivavit.com .

d. Manner of Formal Evaluation of Board of Its Performance and that of Its Committees& Individual Director

During the year under review performance evaluation of the Board as a whole and thatof its Committees and Individual Directors have been carried out as per the provisions ofthe Act. All Independent Directors of the Company at their meeting held on 05th March2020 have evaluated he performance of the Board as a whole Committees of Board theChairman of the Company and the Non Independent Directors as per the criteria adopted bythe Nomination Remuneration and Compensation Committee and the Board.

The performance evaluation of the Board was based on various parameters such asqualification of Board Members their diversity of experience and background whether theMembers of the Board met all applicable independence requirements sufficient number ofBoard meetings and Committee meetings

etc. The performance of the individual Directors was evaluated on parameters such asqualifications experience independence. participation in Board Meetings and CommitteeMeetings etc

The evaluation of the Independent Directors was carried out by the entire Boardexcluding the Independent Director being evaluated.

The Doctors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.

e> Certificate by Practicing Company Secretary for Non-Disqualification of Directors

The Company has received certificate from Mr. Surjan Singh Rauthan Practising CompanySecretaries confirming that none of the Directors of the Company have been debarred ordisqualified from being appointed or continuing as director of companies by theSEBI/Ministry of Corporate of Affairs or any such authority. The Certificate of CompanySecretary in practice is annexed herewith as a part of the report as Annexure- i

7. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report on the business outlook and performancereview for the year ended 31st March 2020 as stipulated in Regulation 34 read withSchedule V of the SEB1 (Listing Obligations and Disclosure Requirements) Regulations2015 is available as a separate section which forms part of the Annual Report in "Annexure-A"

8. MEETINGS OF THE BOARD OF DIRECTORS & COMMITTEES OF THE BOARD

a. Board Meetings

Even though the company is exempted from Corporate Governance as per Regulation 15 ofSEBI (LODR) Regulation 2015 the Company is committed to maintain the highest standardsof corporate governance. The Company has formed statutory committees as prescribed by theCompanies Act 2013.

Eight Board meetings were held during the year 2019- 20. The details of Board meetingsare given below;

Sr. No. Date Sr. No. Date
1 10/04/2019 2 13/07/2019
3 30/07/2019 4 30/08/2019
5 01/10/2019 6 12/11/2019
7 22/11/2019 8 05/03/2020

b. Board Committee

Composition of Board Committees:

Audit Committee Stakeholders Relationship Committee
Kishin Mulchandani Kishin Mulchandani
Independent Director Independent Director
{Chairman o! Lhe Committee) (Chairman of the Committee)
Champak Shah Champak Shah
Independent Director Independent Director
Ranjan Chona Ms. Sushila 8. Rupani
Executive Director Non-Executive Director
Hitesh Kaswa Hitesh Kaswa
Independent Director Independent Director
Nomination & Remuneration Committee
Kishin Mulchandani
Independent Director
(Chairman of the Committee)
Champak Shah
Independent Director
Ranjan Chona
Director
Hitesh Kaswa
Independent Director

During the year the composition of the committees has been changed in lines with theCompanies Actr 2013

Terms of Reference and other details of Board Committees:

1. Audit Committee;

The Audit Committee of the Company is entrusted with the responsibility to supervisethe Company's interna! controls and financial reporting process and Inter alia performsthe following functions: -

v Oversight of the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible;

v Recommendation for appointment remuneration

and terms of appointment of auditors of the company and approval of payment tostatutory auditors for any other services rendered by the statutory auditors;

/ Reviewing with the management the annual

financial statements and auditor's report thereon before submission to the board forapproval

v Reviewing with the management the quarterly

financial statements before submission to the board for approval;

/ Reviewing and monitoring the auditors'

independence and performance ana effectiveness of audit process;

 

s Approval or any subsequent modification of

transactions of the company with related parties;

 

J Scrutiny of inter-corporate loans and investments;

v Valuation of undertakings or assets of the company wherever it is necessary;

? Evaluation of internal financial controls and risk management systems;

</ Reviewing with the management performance of statutory and internal auditorsadequacy of the

internal control systems;

v Reviewing the adequacy of internal audit function

? Discussion with internal auditors of any significant findings and follow up there on;

v Reviewing the findings of any internal investigations by the -ntemal auditors intomatters where there 15 suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;

v Discussion with statutory auditors before the audFt commences about thenature and scope of audit as well as post-audit discussion to ascertain any area ofconcern;

/ Review of the functioning of the Whistle Blower mechanism and all redressalmechanisms and forums required under the Companies Act 2013.

v Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.

v Review the Management discussion and analysis of financial condition and results ofoperations;

 

v Review Statement of significant related party transactions (as defined by theAudit Committee) submitted by management;

v Review Management letters / letters of internal control weaknesses issued by thestatutory auditors;

* Review internal audit reports relating to internal control weaknesses; and

/ Review of the appointment removal performance independence and terms ofremuneration or the Chief internal Auditor

v Review of the regular internal reports to management prepared by the internal auditoras well as management's response there to;

v' Review of the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the Board;

v Evaluating internal financial controls and risk management systems;

II Nomination & Remuneration Committee;

The Board has on the recommendation of the

Nomination & Remuneration Committee framed a policy for selection and appointmentof Directors Key Managerial Personnel Senior Management and their remuneration as under:

v Identify persons who are qualified to become directors and who may be appointed insenior management in accordance with the criteria laid down recommend to the Board theirappointment and removal and shall carry out evaluation of every director's performance

^ The Nomination and Remuneration Committee shall formulate the criteria fordetermining qualifications positive attributes and independence of a director andrecommend to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees.

Ill- Stakeholder Relationship Committee:

The stakeholder's relationship committee has the mandate to review and redressshareholders grievances. The Committee expresses satisfaction with the Company'sperformance in deSffftg with the investor grievances and its share transfer system.

9. DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Companies Act 2013 independent directors of theCompany have made a declaration confirming the compliance of the conditions of theindependence stipulated in Section 149(6) of the Act

10. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors confirm the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:

(a) that in the preparation of the annual accounts the applicable accounting standardshave been

* followed along with proper explanation relating

to material departures if any;

(b) that the Directors have selected such

accounting policies and applied them

consistently. There is a change in accounting estimate of useful life of transportvehicles based on technical assessment and the Directors have made judgments and estimatesthat are reasonable and prudent so as to give a true and fair vrew of the state of affairsof the Company at the end of the financial year and of the profit/ loss of the Company forthat per icd;

(c) that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(d) that the Directors tfave prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial

NAME OF THE SUBSIDARY REMARKS
RST TECHNOLOGIES PVT. LTD 100% SUBSIDARY

controls to be followed by the Company and that such internal financial controls areadequate and were operating effectively;

(f) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

11* STATUTORY AUDITORS

the Board of Directors of the Company proposed the appointment of M/s. S. DEDHIA& Co. Chartered Accountants (Firm Registration No 117695W)

as the Statutory Auditors of the Company to hold the office from the conclusion of the34!r Annual General Meeting (AGM) to be held on 16" December 2020 untilthe conclusion of 39ln AGM of the Company to be held in the year 2025.

12. AUDIT REPORT

The Auditor's Report on the Standalone and Consolidated Financial Statements for thefinancial year 2019-20 forms part of this Annual Report and does not contain anyqualifications reservations or adverse remarks or disclaimer.

13. SECRETARIAL AUDIT REPORT (MR-3)

In accordance to the provisions of Section 704 of Act and the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 20I T the Company had appointed M/s. S S.Rauthan & Associates Practicing Company Secretaries (Membership No. FCS 4807 &CP No 3233) to conduct Secretarial Audit For the financial vear 2019- 20.

The Report of the Secretarial Auditor is annexed hereto as Annexure B The saidReport does not contain any qualification reservation or adverse remark.

14. REPORTING OF FRAUDS

During the year under review the Statutory Auditors and the Secretarial Auditors havenot reported to the Audit Committee pursuant to Section 143 (12) of the Companies Act2013 any instances of frauds committed in the Company by its officers or employees thedetails of which needs to be mentioned in this Report.

15. Accounting Treatment

The Accounting Treatment is in line with the applicable Indian Accounting Standards(IND-AS) recommended uy the institute of Chartered Accountants of India and prescribed hvthe Central Government.

16. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

During the year under review companies listed below are Company's subsidiaries jointventure or associate companies;

The performance and financial position of each of the subsidiaries as per CompaniesAct 2013 is provided to the financial statement and hence not repeated here for the sakeof brevity

17. INTERNAL FINANCIAL CONTROL^ - WITH REFERENCE TO THE FINANCIAL STATEMENTS AND THEIRADEQUACY

m

Your Company has in place adequate internal financial controls with reference tofinancial statements commensurate with the size scale and complexity of its operationswhich also ensures that all assets are safeguarded and transactions are authorizedrecorded and reported correctly. During the year such controls were tested andl noreoortable material weaknesses in the design or operation were observed

18. RISK MANAGEMENT POLICY

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks to key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. In theBoard's view there are no material risks which may threaten the existence of theCompany.

N*

19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AND POLICY ON RELATEDPARTY TRANSACTIONS:

The particulars of Contracts or Arrangements made with related parties made pursuant toSection 183 and Accounting Standard A5-18 is furnished in Annexure "C" and isattached to this report.

The Board of Directors of the Company has on the recommendation of the AuditCommittee adopted a policy to regulate transactions between the Company and its RelatedParties in compliances with the applicable provisions of the Companies Act 2013 theRules thereunder and the SEBT (Listing Obligations and Disclosure Requirements)Regulations 2015 and also in compliance with Accounting Standards on "Related PartyDisclosure". This Policy was considered and approved Dy the Bgan^

Following is the Disclosure as required under Para A. Schedule V of SEBt (LODR)Regulation 2015:

Sr. No. Tn the Accounts of

Disclosures of amounts at the year end and the maximum amounts of loans/ad van ces/in vestment outstanding during the year.

1 Subsidiary Company Particulars Amount
RST Technologies Pvt. Ltd. Advances received 916393
Purchases 146636

20 VIGIL MECHANISM / WHISTLE BLOWER POLICY:

In pursuant to the provisions of section 177(9) &

(10) of the Companies Act 2013 the Company nas established a vigil mechanism andoverseas through the committee the genuine concerns expressed by the employees and otherDirectors The Company has also provided adequate safeguards against victimization ofemployees and Directors who express their concerns. The Company has also provided directaccess to the chairman of the Audit Committee on reporting issues concerning the interestsof co employees and the Company.

21. PARTICULARS OF LOANS INVESTMENTS GUARANTEES BY THE COMPANY:

The Company has not made any Investment given guarantee and securities during the yearunder review. There for no need to comply provisions or section 186 of Companies Act2013.

22. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 201 3 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of the Annual Return inForm MGT-9 is attached herewith as Annexure D and forms part of this Report.

The Annual Return is placed on the Company's website inve5tor@aaivavit.com underthe "Investors'' Tab.

23. COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. S5-1 ana SS-2 relatingto Meetings of the Board ol Directors and General Meetings' respectively have been dulyfollowed by the Company

24. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134(3) (m) of the

Companies Act 2013 relating to conservation of energy and technology absorption arenot applicable to the Company. However the Company has been continuously and extensivelyusing technology m its operations

There has been no foreign exchange earnings and foreign exchange outgo during the yearunder review.

25. CORPORATE SOCIAL RESPONSIBILITY:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2U13 are notapplicable.

26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013

The Company has in place an Anti-Sexual Harassment Policy in ime with the requirementsof The Sexual Harassment of Women at Workplace (Prevention

Prohibition 8l Redressal) Act. 2013. The Company is committed to provide a workenvironment which is free from discrimination and unlawful harassment at workplace. Anappropriate complaint mechanism in the form of 'Internal Complaints Committee' has beencreated in the Company for time-bound redressal of the complaint made by the victim

The members of the Committee provide for the following measures for safety of the womenemployees at workplace:

a. To Formulate the Anti Sexual Harassment Policy in order to ensure the prevention ofsexual harassment and safety of womerr employees at workplace;

b. To conduct the meeting in case of any complaint

received in writing from any women employees to settle the grievances and to ensurethe proper compensation in case of any misconduct

harassment with the women employees:

c. Provide a safe working environment at the workplace:

d. Organize workshops and awareness

programmes at regular intervals.

There was no compliant received by the Company during the year under the aforesaid Act

7. ACKNOWLEDGMENT

YoCir Directors would like to place on record their deep sense of gratitude to BankersGovernment

Authorities and Shareholders. The Directors place on record their sincere appreciationto all employees of the Company for their unstinted commitment and continued contributionto the Company.

For and on behalf of the Board

IND AGIV COMMERCE LIMITED

Mr. Lalit Chouhan Ms. Sushila Rupanf
Managing Director Director
DIN;000S1816 DIN:00143986
Place: Mumbai
Date; 19ch November 2020

.