You are here » Home » Companies » Company Overview » Indoworth Holdings Ltd

Indoworth Holdings Ltd.

BSE: 512408 Sector: Others
NSE: N.A. ISIN Code: INE728J01019
BSE 00:00 | 05 Apr Indoworth Holdings Ltd
NSE 05:30 | 01 Jan Indoworth Holdings Ltd
OPEN 10.05
PREVIOUS CLOSE 10.05
VOLUME 1
52-Week high 10.05
52-Week low 10.05
P/E 41.88
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 10.05
CLOSE 10.05
VOLUME 1
52-Week high 10.05
52-Week low 10.05
P/E 41.88
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Indoworth Holdings Ltd. (INDOWORTHHOLD) - Director Report

Company director report

FOR THE FINANCIAL YEAR 2020-2021

To

The Members

Your directors have pleasure in presenting their 35th Annual Report onthe business and operations of the Company together with the Audited Statement of Accountsfor the year ended 31st March 2021

FINANCIAL HIGHLIGHTS:

During the year under review financial performance of your Company wasas under.

(Rs. in 000's)

31st March 2021 31st March 2020
Total Income 2350.00 3705.00
Profit before Interest and Depreciation 137.72 888.83
Less: Interest - 51.00
Profit before Depreciation 137.72 837.83
Less: Depreciation 158.45 157.06
Profit before Extra- Ordinary item (20.73) 680.77
Less : Extra Ordinary Item - -
Profit before Tax before Extra-Ordinary item (20.73) 680.77
Less: Provision for Taxation - 186.77
Less : Deferred Tax 0.57 (9.24)
Profit After Tax for the year (20.16) 503.24
Other Comprehensive Income (35.00) 35.00
Total comprehensive Income of the year (55.16) 538.24
Add : Balance b/f from previous year - -
Profit available for appropriation - -
Appropriations :
General Reserve -
Dividend on Equity Shares -

STATE OF COMPANY'S AFFAIRS:

During the year under review total Income mainly from commissionactivities stood decreased to Rs. 23.50 Lakhs as against Rs. 3705 Lakhs in the previousyear However Loss after Tax amounts to Rs. 020 Lakhs as against profit of Rs 5.03 Lakhsin Previous year.

BUSINESS/FUTURE OUTLOOK:

Steps are being taken to increase existing business activities and alsoconsider possibilities of starting fresh ventures.

DIVIDEND:

In view of losses the Directors regret their inability to recommendany dividend for the Finincial Year 2020-21

AMOUNTS TRANSFERRED TO RESERVES:

In view of losses incurred by the Company the Directors regret theirinability to recommend any amount to be transferred to the reserves for the Financial Year2020-21.

CHANGE IN NATURE OF BUSINESS:

No change in the nature of the Business has taken place during the yearunder review.

CHANGES IN SHARE CAPITAL:

During the Financial Year 2020-21 there have been no changes in theshare capital of the Company

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:

a. in the preparation of the annual accounts forthe financial yearended 31st March. 2021 the applicable accounting standards have been followed and thereare no material departures;

b. they have 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 of the Company for that period;

c. they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities:

d. they have prepared the annual accounts on a going concern basis;

e. they have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and operating effectivelyexcept deficiencies in operating effectiveness in respect of old outstanding of tradereceivables advances to parties and some old creditors for expenses;

f. they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively

COVID -19:

Management has assessed the impact of the outbreak of Corona virus(COVID-19) on its business Based on current assessment by management no adjustments arerequired in the financial statements However the situation with COVID- 19 is stillevolving and the various preventative measures taken by the Government of India are stillin force leading to a highly uncertain economic environment. Due to these circumstancesthe Management's assessment of the impact on the subsequent period is dependent uponcircumstances as they evolve.

DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act 2013Mr. Kamal Sharma (DIN: 02946513) is liable to retire by rotation and being eligibleoffers himself for re-appointment and the same is proposed for approval at the ensuingAGM.

During the year under review there have been no changes in theConstitution of the Board

Since the last Annual General Meeting Mr. Nurani SubramanianRamanathan (DIN: 03326478) has been ceased as Executive Director of the Company due to hisdemise on 25 04.2021

The Board of Directors of the Company at its meeting held on 14072021and on the recommendation of the Nomination & Remuneration Committee co-opted Mr.Harish Kant Mandhre (DIN: 08396568) as an Additional Director and subsequently designatedas an Executive/Whole-time Director of the Company with effect from 1407.2021 subject tothe approval of members at the ensuing Annual General Meeting in accordance with theprovisions of Sections 149 152 161 read with applicable provisions if any of theCompanies Act 2013 and Rules framed there under.

The Board on the recommendation from Nomination & RemunerationCommittee proposes to recommends for the approval of the Members through OrdinaryResolution to appoint Mr Harish Kant Mandhre as an Additional Director and subsequentlydesignated as an ExecutiveAA/hole-time Director of the Company

Appropriate Resolution seeking your approval for their appointment isappearing in the Notice convening the Annual General Meeting

DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to Section 149(7) of the Companies Act 2013 IndependentDirectors of the Company have made a declaration confirming the compliance of theconditions of the independence stipulated in Section 149(6) of the Act

DEPOSITS:

Your Company has not accepted any deposit within the meaning ofdeposits covered under Chapter V of the Companies Act 2013.

FIXED DEPOSITS:

The Company did not accept/renew any fixed deposits from public and nofixed deposits were outstanding or remained unclaimed as on March 312021

MEETING OF BOARD:

5 (Five) Board meetings were held during the financial year 2020-21under review. The details of which are given below:

Board Meeting held during the year

Date of Board Meeting Total Strength of the Board No. of Directors present
14.08.2020 05 04
01.09.2020 05 03
15.09.2020 05 03
18.11.2020 05 05
19.02.2021 05 03

MEETING OF AUDIT COMMITTEE:

5 (Five) meetings of Audit Committee were held during the financialyear 2020-21 under review. The details of which are given below: -

Audit Committee Meeting held during the year

Date of Audit Committee Meeting Total Strength of the Audit Committee No. of Members present
14.08.2020 3 3
01.09.2020 3 2
15.09 2020 3 2
18 11.2020 3 3
19.02.2021 3 2

MEETING OF STAKEHOLDERS RELATIONSHIP COMMITTEE:

4 (Four) meetings of Stakeholders Relationship Committee were heldduring the financial year 2020-21 under review. The details of which are given below: -

Stakeholders Relationship Committee Meeting held during the year

Date of Stakeholders Relationship Committee Meeting Total Strength of the Stakeholders Relationship Committee No. of Members present
14 05.2020 3 2
08.07.2020 3 2
09 10.2020 3 2
12 01.2021 3 2

SHARE TRANSFER COMMITTEE:

The role of the Committee is to deal with issuance of duplicates ofshare certificates transmission of shares and transfer of shares

As per the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with effect from 1st April. 2019 except in case of transmission ortransposition of securities requests for effecting transfer of securities shall not beprocessed unless the securities are held in the dematerialized form with a depository.

The Board of Directors has appointed the Company Secretary asCompliamce Officer of the Company to monitor the Share Transfer Process.

The composition and attendance of the members in the followingCommittee Meetings during the year 2020-21 were as under:

Name of the Director Category Number of meetings during the financial year 2020-21
Held Attended
Mr Harish Kant Mandhre Chairman Non Independent Executive 1 1
Mr. Kamal Sharma Member Non Independent Non-Executive 1 1
Mr. Rajveersingh B Jadon Member Independent Non-Executive 1 1

CORPORATE GOVERNANCE REPORT:

Corporate Governance Report is not applicable to the Company as thepaid up capital of the Company is less than Rs. 10 Crores and Net Worth was less than Rs.25 Crores as on the last day of the previous financial year i.e. 31st March 2021.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year underreview as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges in India is presented in a separate sectionwhich forms part of the Annual Report.

EXTRACT OF ANNUAL RETURN:

The extract of Annual Return in format MGT -9 for the Financial Year2020-21 has been enclosed with this report as "Annexure II".

CORPORATE SOCIAL RESPONSIBILITIES:

The provisions of Section 135 of the Act in connection with CorporateSocial Responsibility are not applicable to the Company since the Company falls below thethreshold limit.

AUDITORS REPORT:

The observations made by Auditors in their Auditor's Report withreference to notes to financial statements are self explanatory and need no commentsforms part of this report.

STATUTORY AUDITORS:

M/s. Goenka Shaw & Co. Chartered Accountants (Firm RegistrationNumber 319075E) has been appointed as the Statutory Auditors of the Company to holdoffice for a term of 5 (five) consecutive years from the conclusion of 31st Annual GeneralMeeting held on 26.09.2017 until the conclusion of the 36th Annual General Meeting of theCompany

APPOINTMENT OF INTERNAL AUDITORS:

The Company has appointed M/S. P. K. Bothra & Co CharteredAccountants as an Internal Auditors of the Company for the financial year 2021 -22.

SECRETARIAL AUDITORS:

In terms of Section 204 of the Companies Act 2013 the Board ofDirectors at their meeting held on 30th April 2021 have appointed M/s K K Sanganeria& Associates Practicing Company Secretaries as Secretarial Auditor for conductingSecretarial Audit of the Company for the Financial Year 2021-22. Report of the SecretarialAuditor for the financial year ended 31 03 2021 is given as "Annexure I" whichforms part of this report

BOARDS VIEW:

The observations of the Auditor's report have been dealt with in theNotes on Financial Statements for the year ended 31st March 2021. and being selfexplanatory do not call for any further clarifications.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any Equity Shares with differential Rightsduring the financial year.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not issued any Employee Stock Options during thefinancial year.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any Sweat Equity Shares during the financialyear

MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.

PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186:

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 forms part of the FinancialStatements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

Related Party transactions that were entered during the financial yearon arm's length basis and in the ordinary course of business. There were no materiallysignificant related party transactions which were in conflict with interest of theCompany.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:

In accordance with the provisions of Section 134(3)(m) of CompaniesAct 2013 and the Companies (Disclosure of particulars in the Report of Board ofDirectors) Rules 1988 the required information relating to the "Conservation ofEnergy Technology Absorption" do not apply to the Company.

RISK MANAGEMENT POLICY:

In terms of Section 134(3)(n) of the Act the Board of Directors hasadopted a comprehensive risk management policy which includes identification of element ofrisk its mitigation and other related factor. The Board periodically reviews the same. NoRisk Management Committee has been constituted since it is not covered by the requirementsof the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 the Board of Directors hascarried out an annual evaluation of its own performance. Board committees and individualdirectors pursuant to the provisions of the Act The performance of the Board was evaluatedby the Board after seeking inputs from all the directors on the basis of the criteria suchas the Board composition and structure effectiveness of board processes information andfunctioning etc.

The performance of the committees was evaluated by the board afterseeking inputs from the committee members on the basis of the criteria such as thecomposition of committees effectiveness of committee meetings etc.

The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the Individual Directors on the basis of thecriteria such as the contribution of the Individual Director to the Board and committeemeetings like preparedness

on the issues to be discussed meaningful and constructive contributionand inputs in meetings etc. In addition the Chairman was also evaluated on the keyaspects of his role.

In a separate meeting of independent Directors performance ofnon-independent directors performance of the board as a whole and elected Chairman of theeach meeting was evaluated taking into account the views of executive directors andnon-executive directors. The same was discussed in the board meeting that followed themeeting of the independent Directors at which the performance of the Board itscommittees and individual directors was also discussed.

• The Nomination and Remuneration Committee as specified u/s 178of the Companies Act 2013 was formed with a view to reviewing and making recommendationson annual salaries performance commissions perquisite and other employment conditionsof Executives and Officials. The Committee's also takes into consideration remunerationpractices followed by leading Companies as well as information provided by reputedconsultants while determining the overall remuneration package.

• During the year under review the Nomination and RemunerationCommittee met once on 19.02.2021.

• The following are the members of the Committee at present:

Name Designation Executive/Non-Executive/Independent
Mr Rajveersingh B Jadon Chairman Non- Executive & Independent
Mr. Vivek Chaudhary Member Non- Executive & Independent
Mr. Kamal Sharma Member Non- Executive & Non-Independent

RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OFCOMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY:

No receipt of any commission by MD / WTD from a Company has been made.

CONSOLIDATED FINANCIAL STATEMENTS OF SUBSIDIARY COMPANIES

In accordance with Section 129(3) of the Companies Act 2013 theCompany has prepared Consolidated Financial Statements of the Company and itssubsidiaries which is following part of the Annual Report Summarized details of thesubsidiaries are provided in Form AOC 1 as "Annexure III".

As per the provisions of Section 136 of the Companies Act 2013separate Audited Financial Statements of its subsidiary will be provided to theShareholders on request.

DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNAL:

No significant & material orders passed by the regulators or courtsor tribunal.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITHREFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate internal control procedures commensurate withthe size scale and complexity of its operations which are well supplemented bysurveillance of Internal Auditors.

DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM:

In pursuant to the provision of Section 177(9) & (10) of theCompanies Act 2013 the Company has formulated a Whistle Blower Policy to establish avigil mechanism for Directors and employees of the Company to report concerns aboutunethical behavior actual or suspected fraud or violation of the company's code ofconduct or ethics policy. The Whistle Blower Policy is available on the website of theCompany i.e. www.uniworthsecurities.com

HEALTH SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law andlabour laws The Company has been complying with the relevant laws and has been taking allnecessary measures to protect the environment and maximize worker protection and safety.

POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The Company is committed to provide a safe and conducive workenvironment to its employee and has formulated "Policy for Prevention of SexualHarassment".

During the financial year ended 31st March 2021 the Company has notreceived any complaints pertaining to Sexual Harassment.

FRAUD REPORTING:

There was no fraud reported by the Auditors of the Company underSection 143(12) of the Companies Act 2013 to the Audit Committee or the Board ofDirectors during the year under review.

PARTICULARS OF EMPLOYEES:

During the period under review no employee of the Company drewremuneration in excess of the limits specified under the provisions of Section 197(12) ofthe Companies Act read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 and hence no disclosure is required tobe made in the Annual Report.

CERTIFICATE FROM PRACTICING COMPANY SECRETARY ON NON-DISQUALIFICATIONOF DIRECTORS:

Certificate from Practicing Company Secretary that none of theDirectors on the Board of the Company have been debarred or disqualified from beingappointed or continuing as Directors of Companies by the Board Ministry of CorporateAffairs or any such statutory authority is annexed as "Annexure IV".

ACKNOWLEDGEMENT:

Your Directors acknowledge with gratitude the co-operation andassistance received from all concerned and particularly the Shareholders of the Companyfor continuing to bear with the adversities of the Company.

On Behalf of the Board

Place . Kolkata Harish Kant Mandhre R. B Jadon
Executive Director Director
Date : 30th August 2021 DIN: 08396568 DIN: 08396518

.