I am privileged to present on behalf of the Board of Directors 26th AnnualReport on the business and operations of your Company for the Financial Year ended on 31stMarch 2021 together with Audited Statement of Accounts Auditor's Report for theperiod ended on 31st March 2021.
1. Financial Results
The financial results of the Company for the period under review are summarized below.The previous figures in the financial statements have been regrouped wherever necessary:
| || ||(Rs. In Lacs) |
|Particulars ||Current Year 2020-21 ||Previous Year 2019-20 |
|Income from Operations ||- ||- |
|Other Income ||17.73 ||- |
|Total Income ||17.73 ||- |
|Total Expenditure ||20.40 ||18.96 |
|Profit before Depreciation Interest & Tax (PBDIT) ||(2.67) ||(18.96) |
|Interest ||0.78 ||0.92 |
|Depreciation ||- ||57.01 |
|Profit before tax ||(3.45) ||(76.89) |
|Provision for taxation || ||- |
|Deferred Tax ||- ||12.62 |
|Short Provision for earlier year || |
|Profit after tax (PAT) ||(3.45) ||(64.27) |
|Profit brought forward from previous year ||(95.33) ||(31.06) |
|Balance carried to Balance Sheet ||(98.78) ||(95.33) |
|Paid-up equity share capital ||4783.77 ||4783.77 |
|Reserves & Surplus ||7380.64 ||7384.09 |
During the year under review there were no operations. The company therefore had notgenerated any revenue from operations. During the year under review your company hadincurred a loss aggregating to Rs. 3.45 lacs as against a loss of Rs. 64.27 lacs duringthe previous financial year.
Keeping in view the losses incurred by the company the Board of Directors do notrecommend any dividend for the year ended March 31 2021.
In view of losses incurred by the company no amount is proposed to be transferred toReserves for the year under review.
5. Brief description of the Company's working during the year
A. Review Of Operations
There were no operations during the year under review. The company therefore had notearned any income during the F.Y. 2020-2021. The company had incurred a net loss of Rs.3.45 as against a net loss (after tax) of Rs. 64.27 lacs in the previous year. YourDirectors are putting in their best efforts to get back the business of the Company whichwas wrongly shifted by the then Managing Director of the Company in one of the Companiesincorporated by him.
6. Change in the nature of business if any
During the year there is no change in the nature of business activity of the company.
7. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
The ongoing pandemic caused by the deadly corona virus may be regarded as one of thegravest humanitarian crises that has brought the entire world to a critical juncture.There seemed a ray of hope in the decline of cases in late 2020 and early 2021 which ledindividuals to put their guard down against the virus thereby leading to carelessflouting of COVID-19 lockdown rules. Today we are paying a hefty price for the same asthe virus has mutated over time and emerged stronger in the second wave which has wreakedhavoc across the nation. The pandemic has affected all sectors alike and our company toohas been no exception to the same.
The operations of the Company were disturbed due to the Corona Virus Pandemic becauseof which lockdown was imposed by the government as a result it further affected thefinancial position of our company. Due to the impact of Corona Virus and the suddenlockdown imposed by both the Central and State Governments in the wake of COVID-19pandemic the Company had to suspend its operations which has adversely impacted itsbusiness. Moreover the employees of the company were unable to attend the office due tothe lockdown imposed by the Government during the first and second wave. In the absence ofany operations there is a considerable decline in the revenues generated by the companyand the profitability of the company for the year ended 31st March 2021 is also adverselyimpacted as no operations were being carried on by the Company.
Your Directors are putting in their best efforts to find out the new clients and to getback the business of the Company which was wrongly shifted by the then Managing Directorof the Company in one of the Companies incorporated by him.
Further BSE has vide its Circular no. LIST/COMP/OPS/ 16 /2019-2020 dated June 11 2019and Notice no. 2019090337 dated September 3 2019 has initiated action against the companyby freezing the Demat accounts of its Promoter and Promoter Group for all debits andfurther the shares of the company are also marked as suspended for trading on BSE's webportal w.e.f. 12th March 2020 due to non-payment of its annual listing fees.
However BSE vide its notice no. 20210219-31 dated 19 Feb 2021has allowed the tradingof shares of the company on Trade-for-Trade basis only on the first trading day of everyweek till the company makes payment of outstanding ALF to the Exchange.
8. Details of significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and company's operations in future
SEBI vide its letter dated 7th August 2017 took pre-emptive interim measures undersection 11(1) of SEBI Act in respect of listed shall companies which included the name ofyour company also. SEBI directed stock exchanges to place trading restrictions onpromoters/directors and place the scrip in the 'trade to trade' category with limitationon the frequency of trade and imposed a limitation on the buyers by way of 200% deposit onthe trade value. The said measures were directed by SEBI pending final determination afterverification of credentials and fundamentals by the Stock Exchanges including by way ofAudit and forensic audit if necessary.
Pursuant to the above Bombay Stock Exchange (BSE) vide notice dated August 7 2018addressed to all its market participants initiated actions envisaged in SEBI letter datedAugust 7 2018 in respect of all the listed companies including your company w.e.f. 8thAugust 2017.
Your company had thereafter made representation to the BSE and provided to the stockexchange on their request the Auditors Certificate inter alia to following effect:
(a) Status of filing of Income Tax Returns for the last three years and status ofdisputes if any pending with the Income Tax Department.
(b) Status w.r.t. your company's compliance with all requirements of Companies Act andAnnual Returns filed during last three years; Your Company also provided Secretarial AuditReports for the last three years.
(c) Description of business model along with Bank statements of last year withactive/dormant status evidencing the company is a going concern
(d) Status of Company w.r.t. defaults to any bank/financial institution
(e) Status of compliance with all the listing regulations requirements for a period oflast three years.
Your company was given an opportunity of personal hearing in the matter by BSE.Pursuant to which BSE vide order bearing Ref No:L/SURV/OFL/KM/2017-2018/SHELL/COMP/532072/1 dated 15th January 2018 disposedof the representation filed by the Company and ordered forensic audit of the Company. TheStock exchange while directing forensic audit advised the Company that the persons incontrol of the Company and the directors of the Company who are prima facie liable foraction as directed by SEBI should not be permitted to exit the Company at the cost ofinnocent shareholders.
In view of the above directions passed by the Exchange the trading in securities ofthe Company was reverted to the status as it stood prior to issuance of SEBI letter datedAugust 07 2017.The Stock Exchange appointed independent Auditors to conduct forensicaudit of the Company for verification including the credentials/financials of theCompany. The promoters and directors in the Company are permitted only to buy thesecurities of the Company and they shall not sell their existing holding in the Company.
Further Bombay Stock Exchange Limited (BSE) vide its letter bearing ref No:L/SURV/OFL/KM/2017- 2018/SHELL/COMP/532072/2 dated 22nd February 2018appointed M/s Suresh Chandra & Associates Chartered Accountants to carry out theforensic audit of the Company. The said forensic Auditors concluded their audit and theyhave submitted their report to the Bombay Stock Exchange (BSE). BSE had forwarded a copyof the Forensic Audit Report and sought our response. An appropriate interim response hasbeen sent and final response will be sent once the BSE clarifies the queries raised by thecompany.
There is a delay in payment of Annual Listing Fees to the Stock Exchange where theshares of the Company is listed. BSE has vide its Circular no. LIST/COMP/OPS/ 16/2019-2020 dated June 11 2019 and Notice no. 20190903-37 dated September 3 2019 hasinitiated action against the company by freezing the Demat accounts of its Promoter andPromoter Group for all debits and further the shares of the company are also marked assuspended for trading on BSE's web portal w.e.f. 12th March 2020 due to nonpayment of itsannual listing fees.
Further BSE vide its notice no. 20210219-31 dated 19 Feb 2021 has allowed the tradingof shares of the company on Trade-for-Trade basis only on the first trading day of everyweek till the company makes payment of outstanding ALF to the Exchange.
9. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements
The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.
10. Details of Subsidiary/Joint Ventures/Associate Companies
The Company has no Subsidiary. During the year no company has become or ceased assubsidiary/Joint- venture/Associate of the company.
11. Performance and financial position of each of the subsidiaries associates andjoint venture companies included in the consolidated financial statement
During the year the company has prepared no consolidated financial statements as theCompany has no subsidiary company.
Your Company has not accepted any deposits from public within the meaning of Section 73of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014during the year under review. The details relating to deposits covered under Chapter V ofthe Act is as under:-
|(a) accepted during the year ||Rs Nil |
|(b) remained unpaid or unclaimed as at the end of the year ||Rs Nil |
|(c) whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and the total amount involved ||N.A |
|(i) at the beginning of the year ||Rs Nil |
|(ii) maximum during the year ||Rs Nil |
|at the end of the year ||Rs Nil |
A. Statutory Auditors:
M/s. Nemani Garg Agarwal & Co. (Firm Registration No. 010192N) CharteredAccountants were appointed as the Statutory Auditors of the company in the 23rdAnnual General Meeting of the company held on 29th September 2018 to hold theoffice for a term of 5 consecutive years i.e. from the conclusion of the 23rdAnnual General Meeting of the company until the conclusion of 28th AnnualGeneral Meeting.
Statutory Auditors' Report:
The company always strives to present a unqualified Financial Statement. However thereare some observations on Auditor's Report for the F.Y. 2020-21 which are as under:-
Auditor's Observation :-
1. The past Managing Director Mr. Manmohan Gupta had fraudulently shifted the entirebusiness of the company including its Intellectual Property to his own entity.Consequently there is no revenue from operations during the year under review. TheCompany is making efforts to get back its business.
2. The Company has increased its authorised capital from Rs. 21 Crores to Rs. 70 Croresduring the FY 2010-11 ROC Fees of Rs. 55.97 lacs towards the same stands payable. Noprovision has been made for any interest or fines payable thereon.
3. Statutory dues of Service Tax/TDS/Professional Tax aggregating to Rs. 1.91 croresare outstanding since F.Y. 200910; service tax returns have not been filed from FY 2011-12onwards. No provision has been made for interest/penalties payable on such default.
Report of the Statutory Auditor is annexed with the Annual Report however as regardsqualifications' made by the Auditors' in their report your directors states as under:-
1. The past MD Mr. Manmohan Gupta had fraudulently siphoned off the entire business ofthe company including its Intellectual Property to the other entities formed by him. TheBoard had constituted an Investigation Committee to investigate into the matter of closureof Mumbai Office of the Company and recovery of Company's business and assets.
2. The Company has increased its authorised capital from Rs. 21 Crores to Rs. 70 Croresduring the period from F.Y. 2010-11. However due to financial constraints and technicalproblems the company could not file Form 5 with ROC for increase in its authorised sharecapital. With the advent of the Companies Act 2013 which came into effect from 01st April2014 the schedule of fees applicable w.r.t. increase in Authorised capital has beenrevised and increased. The Schedule of fees as per the Companies Act 2013 has been madeapplicable and payable on the increased authorised share capital which the Company hadincreased prior to the applicability of Companies Act 2013. Therefore the company hadfiled the writ petition in the Hon'ble High Court of Delhi challenging the applicabilityof provisions prescribed under Para 3 of Table B under Registration of Offices and FeesRules 2014 vide diary no. 159963 dated 30/05/2016. The fees and Additional fees payableas per Companies Act 2956 has already been provided for hence there is no further impacton the financials/ profitability of the company.
3. As regards Auditor's observation that the Statutory dues of Rs.1.91 Crores are stillpayable we hereby state that our Company has already provided for the amount payabletowards Service Tax. Hence this liability will have no further impact on theprofits/losses of the Company for the period under consideration. Further we wish to statethat the management of the Company is making necessary efforts to arrange the fundsrequired to repay the same
B. Secretarial Auditors:
As required under Section 204 of the Companies Act 2013 and Rules thereunder theBoard has appointed M/s. Kundan Agrawal & Associates Practicing Company Secretariesas Secretarial Auditor of the Company for the Fy 2020-21.
Annual Secretarial Compliance Report & Secretarial Audit Report
SEBI Vide its circular bearing no. CIR/CFD/CMD1/27/2019 dated February 8 2019 mandatedthat all listed entities in addition to Secretarial Audit on an annual basis require acheck by the PCS on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder.
In compliance with the said circular M/s. Kundan Agarwal & Associates CompanySecretaries the Secretarial Auditors of the Company examined the compliance of allapplicable SEBI Regulations and circulars/guidelines and provided their report. TheSecretarial Auditors vide their report dated 08th June 2021 & 24thJuly 2021 have reported that your company has maintained proper records under theprovisions of SEBI Regulations and Circulars/Guidelines issued thereunder.
There are no qualifications reservations adverse remarks or disclaimers given by theSecretarial Auditor in the above Reports except the following:
1. Pursuant to SEBI's letter bearing No.SEBI/HO/ISD/OW/P/2017/18183 dated August 72017 to Bombay Stock Exchange; the Stock Exchange has placed the Company's script understage Vi GSM. BSE on the basis of representations made by the company and personalhearings directed Forensic Audit of the Company be conducted by an Independent ForensicAuditor appointed by BSE M/s Suresh Chandra & Associates Chartered Accountant TheAuditors conducted the Forensic Audit and submitted their report. BSE has forwarded a copyof the Forensic Audit Report & sought response from the Company. As informed by themanagement an appropriate interim response has been sent and final response will be sentonce the BSE clarifies the queries raised by the company.
2. The Company has defaulted in payment of Annual Listing Fees to BSE and thereforeBSE has initiated action against the company by freezing the Demat accounts of itsPromoter and Promoter Group for all debits and further equity shares of the company arealso marked as suspended for trading on BSE's web portal due to nonpayment of annuallisting fees. However BSE vide its notice no. 20210219-31 dated 19 Feb 2021 has allowedthe trading of shares of the company on Trade-for-Trade basis only on the first tradingday of every week till the company makes payment of outstanding ALF to the Exchange.
Our Explanation to Auditors Observation is as follows:
1. Bombay Stock Exchange Limited (BSE) vide letter bearing ref No: L/SURV/OFL/KM/2017-2018/SHELL/COMP/532072/2 dated 22nd February 2018 appointed M/s Suresh Chandra& Associates Chartered Accountants to carry out the forensic audit of the Company.The said forensic Auditors concluded their audit and they have submitted their report tothe Bombay Stock Exchange (BSE). BSE had forwarded a copy of the Forensic Audit Report andsought our response. An appropriate interim response has been sent and final response willbe sent once the BSE clarifies the queries raised by the company.
2. The COVID-19 pandemic has severely impacted all the industries throughout thecountry and the entire economy is facing severe financial hardship. The coronaviruspandemic on India has been largely disruptive in terms of economic activity as well as aloss of human lives. Almost all the sectors have been adversely affected as domesticdemand and exports sharply plummeted and consequently the entire economy is facing severefinancial hardships. Our Company being an inseparable part of Indian economy is not anexception to it.
Post the first wave of COVID-19 pandemic the Industries were reviving from the impactof COVID-19 however the current wave of COVID-19 since March 2021 has been more severethan the First wave which was in March 2020 and has dented the revival process of theIndustries including our company.
Our Company was trying hard to arrange the necessary funds for payment of outstandinglisting fees of BSE. However the operations of the Company were disturbed due to theongoing Corona Virus Pandemic because of which lockdown was imposed by the government as aresult it further affected the financial position and profitability of the company. Due tothe impact of Corona Virus and the sudden lockdown imposed by both the Central and StateGovernments in the wake of COVID-19 pandemic the Company had to suspend its operationswhich has adversely impacted its business. In the absence of any operations there is aconsiderable decline in the revenues generated by the company and the profitability of thecompany is also adversely impacted as no operations were being carried on by the Companydue to the closure of operations and non availability of man power.
Our company is facing financial hardships and liquidity crunch due to COVID-19 pandemicand therefore at present is unable to pay the outstanding annual listing fees of BSE.However the management of the company is trying hard to arrange necessary funds to clearits outstanding annual listing fees and to revoke the consequent suspension on trading ofits shares.
The company has also obtained a certificate from M/s Kundan Agrawal & AssociatesPractising Company Secretary confirming that none of the Directors on the Board of theCompany has been debarred or disqualified from being appointed or continuing as Directorsof Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairsor any such Statutory Authority
The Annual Secretarial Compliance Report and the Secretarial Audit Report andcertificate regarding disqualification of Directors for the F. Y. 2020-21 is provided as (Annexure-1(A)1(B) & 1(C)) respectively.
C. Internal Auditor:
Pursuant to the provision of the Companies Act 2013 and Rules framed thereunder theBoard of Directors on the recommendation of the Audit Committee had appointed M/s. Sanghi& Co. Chartered Accountants as the Internal Auditor of the company for the FY2020-21.
14. Share Capital
|A ||Issue of equity shares with differential rights: ||During the year company has not issued any equity shares with differential rights. |
|B ||Issue of sweat equity shares ||During the year company has not issued any Sweat equity shares. |
|C ||Issue of employee stock options ||During the year company has not issued employee stock options. |
|D ||Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees ||Rs Nil |
|E ||Bonus Shares ||No bonus shares were issued during the year under review. |
15. Annual return
Pursuant to Sections 92 and 134 of the Act read with the Rule 12 of the Companies(Management and Administration) Rules 2014 the draft Annual Return as at March 31 2021in Form MGT-7 is available on the website of the Company at the link:http://interworlddigital.in/reports/aretun/2020-21/mgt7.pdf
16. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
A) Conservation of energy:
Your company has undertaken various e nergy efficient practices which has strengthenedthe Company's commitment towards becoming an environment friendly organization. TheCompany makes all efforts towards conservation of energy protection of environment andensuring safety. As far as possible company is utilizing alternate sources of energy.
(B) Technology absorption:
The business of the company is not technology driven. No technology has been imported.There is nothing to be disclosed on account of technology absorption.
(C) Foreign exchange earnings and Outgo during the year:
|Particulars ||Rs |
|Foreign Exchange Earned in terms of actual inflows ||Nil |
|Foreign Exchange outgo in terms of actual outflows ||Nil |
17. Corporate Social Responsibility (CSR)
In terms of Section 135(1) of the Companies Act 2013 the provisions of CorporateSocial Responsibility are not applicable to the Company.
18. Directors And Key Managerial Personnel
A) Changes in Directors and Key Managerial Personnel Appointment and Cessation
During the year under review the tenure of the office of first term of Five (5) yearsof Mr. Soban Singh Aswal (DIN: 00349919) Independent Director of the Company wascompleted and his office as an Independent Director of the Company stood vacated witheffect from 30th September 2020 as per the provisions of Section 149 and otherapplicable provisions if any of the Companies Act 2013 and Rules made thereunder readwith SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Further Mr. Soban Singh Aswal was re-appointed as an Independent Director of theCompany for the second term of five years as per the provisions of Section 149 and otherapplicable provisions if any of the Companies Act 2013 and Rules made thereunder readwith SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 at theAnnual General Meeting held on 30th December 2020.
Further during the year under review Ms. Madhu Sharma (DIN: 06947852) IndependentDirector of the Company was reappointed as an Independent Director of the Company at theAGM held on 30th December 2020 for the second term of five years as per theprovisions of Section 149 and other applicable provisions if any of the Companies Act2013 and Rules made thereunder read with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
Ms. Shivangi Agarwal was appointed as the Company Secretary and Compliance Officer ofthe company w.e.f. 21.05.2020 during 2020-21.
Retirement by Rotation
In accordance with the provisions of the Companies Act 2013 Mr. Peeyush KumarAggarwal (DIN 00090423) Director of the Company retires by rotation at the forthcomingAGM and being eligible offers himself for reappointment.
Considering the background of Mr. Peeyush Kumar Aggarwal the Board is of the opinionthat his reappointment will immensely benefit your Company. The Board recommends hisreappointment as a Director liable to retire by rotation.
Brief profile of Mr. Peeyush Kumar Aggarwal Director of the Company who is proposed tobe re-appointed is mentioned hereinbelow:
Mr. Peeyush Kumar Aggarwal is a fellow Member of the Institute of CharteredAccountants of India. He has rich experience of over 35years. A first generationEntrepreneur having a clear business vision and practicing a hands- off approach. He hasmastered the art of Mergers & Acquisitions. His business interests today are in theareas of Information Technology; Telecom VAS; Digital Cinema; Retail ; Broking (SharesCommodities Insurance) ; Real Estate ; Construction & Hospitality. In addition hehas had an extensive experience in strategic and feasibility consulting preparingbusiness plans conducting due diligence reviews and business valuation. He has hadsignificant expertise in assisting Indian Companies in financial and management audits. Healso has rich and vast experience in the field of Corporate Laws Finance and TaxationProject Management etc. He is an emerging Venture Capitalist who has helped several youngentrepreneurs in establishing and growing their dream businesses.
Mr. Peeyush Kumar Aggarwal holds 25000000 shares in the company and is a Promoter ofthe Company. Further Mr. Peeyush Kumar Aggarwal is not related to any of the directors ofthe company.
Mr. Peeyush Kumar Aggarwal Director holds directorship as on 31st March2021 in following other companies:
|S. No. ||Name of the Companies ||Designation |
|1 ||MPS INFOTECNICS LIMITED ||Managing Director |
|2 ||ADVIK LABORATORIES LIMITED ||Managing Director |
|3 ||ONUS PLANTATIONS AND AGRO LIMITED ||Director |
|4 ||NIRVANA BIOSYS PRIVATE LIMITED ||Director |
|5 ||PRASHANT SOFTWARES PRIVATE LIMITED ||Director |
|6 ||MPS EXIM PRIVATE LIMITED ||Director |
|7 ||ADVANTA BUILDWELL PRIVATE LIMITED ||Director |
|8 ||POWERSOFT SOLUTION PRIVATE LIMITED ||Director |
|9 ||MPS FASHIONS PRIVATE LIMITED ||Director |
|10 ||WELCOME BUILDERS PRIVATE LIMITED ||Director |
|11 ||OMKAM CAPITAL MARKETS PRIVATE LIMITED ||Director |
|12 ||OMKAM DEVELOPERS LIMITED ||Director |
|13 ||ONTIME CARGO AND COURIERS PRIVATELIMITED ||Director |
|14 ||OMKAM SECURITIES PRIVATE LIMITED ||Director |
|15 ||OMKAM GLOBAL CAPITAL PRIVATE LIMITED ||Director |
|16 ||BHIKSHU ENTERPRISES PRIVATE LIMITED ||Director |
B. Appointment of Independent Directors
Pursuant to the provisions of Section 149 of the Companies Act 2013 and Regulation 17of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 asamended from time to time your Company has requisite number of Independent Directors onits Board. Your Company has duly complied with the requirements of the said provisions forappointment of Independent Directors during the year under review.
C. Declaration by Independent Directors
Your Company has received necessary declaration from each Independent Director of theCompany under Section 149(6) of the Companies Act 2013 read with Regulation 16 of SEBI(Listing Obligations and Disclosure Requirements)
Regulations 2015 confirming that they meet with the criteria of independence asprescribed under the aforesaid Section and Regulation.
D. Formal Annual Evaluation
In compliance with the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 during the year the Board adopted a formalmechanism for evaluating its performance as well as that of its Committees and IndividualDirectors including the Chairman of the Board. Structured questionnaires were used in theoverall Board evaluation comprising various aspects of Board function.
The evaluation of Independent Directors was carried out by the entire Board and that ofthe Chairman and Non - Independent Directors were carried out by the IndependentDirectors.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
19. Number of meetings of the Board of Directors
Eight meetings of the Board of Directors were held during the year on 21.05.202030.07.2020 11.09.2020 19.10.2020 12.11.2020 30.11.2020 11.02.2021 and 30.03.2021.
One separate meeting of Independent Directors of the Company was held on 30.03.2021.
20. Committees of the Board
The details of the Committees constituted by the Board as per the requirements ofCompanies Act 2013 and SEBI (LODR) Regulations 2015 are as follows:
* Audit Committee
* Stakeholders' Relationship Committee
* Nomination and Remuneration Committee
* Risk Management Committee
* Investigation Committee
Details of the said Committees alongwith their charters compositions and meetings heldduring the year are provided in the Report of Corporate Governance as a part of thisAnnual Report.
Recommendation of Audit Committee
During the year under review there were no instances of non-acceptance of anyrecommendation of the Audit Committee by the Board of Directors.
21. Board Evaluation
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board Evaluation framework. The Companies Act 2013provides that a formal annual evaluation needs to be made by the Board of its ownperformance and that of its Committees and individual directors. Schedule IV of theCompanies Act 2013 states that the performance evaluation of Independent Directors shallbe done by the entire Board of Directors excluding the director being evaluated.
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual directors pursuant to the provisions of the Companies Act2013 and the corporate governance requirements as prescribed by Securities and ExchangeBoard of India ("SEBI") under SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. Structured questionnaires were used in the overall Boardevaluation comprising various aspects of Board function.
The performance of the Board was evaluated by the Board on the basis of PerformanceEvaluation Policy formulated by the Board and after seeking inputs from all the directorson the basis of the criteria such as the Board composition and structure effectiveness ofboard processes information and functioning etc.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of committeeseffectiveness of Committee meetings etc. and on such further criteria as is set out inthe Performance Evaluation Policy (as per Annexure -2) formulated by the Nominationand Remuneration Committee and approved by the Board to evaluate the performance of theBoard and its Committees.
In a separate meeting of Independent Directors held on 30-03-2021 performance ofnon-Independent Directors performance of the board as a whole and performance of theChairman 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 Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and Committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.
Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated.
Based on the outcome of performance evaluation for the financial year 2020-21 furthermeasures/actions have been suggested to improve and strengthen the effectiveness of theBoard and its Committees.
22. Policy On Directors Appointment And Remuneration
Your Company has a policy to have an appropriate mix of non-executive and independentdirectors to maintain the independence of the Board and separate its functions ofgovernance and management.
The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Companies Act2013 adopted by the Board is attached as Annexure - 3 to the Board Report.Further the remuneration paid to the Directors if any is as per the terms laid out inthe nomination and remuneration policy of the Company.
23. Risk management policy and Internal Control
The Company has adopted a Risk Management Policy duly approved by the Board and alsohas in place a mechanism to identify access monitor and mitigate various risks to keybusiness objectives. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis.
24. Whistle Blower Policy and Vigil Mechanism
Your Company has established a "Whistle Blower Policy" and Vigil Mechanismfor directors and employees to report to the appropriate authorities concerns about theunethical behavior actual or suspected fraud or violation of the Company's code ofconduct policy and provides safeguards against victimization of employees who avail themechanism and also provide for direct access to the Chairman of the Audit Committee. Thesaid policy has been uploaded on the website of the company. The same can be accessed atthe link http://www.interworlddigital.in/policy.html.
25. Particulars of loans guarantees or investments under Section 186
Particulars and details of loans given investments made or guarantees given andsecurities provided if any are given in the Notes to the Financial Statements.
26. Contracts and arrangements with related parties
All Related Party T ransactions if any that were entered into during the financialyear were on an arm's length basis.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website https://www.interworlddigital.in/reports/policies/PRPT.pdf. The detailsof the transactions with related parties are provided in Notes to Financial Statements.
27. Corporate Governance
Your Company has been benchmarking itself with well established Corporate Governancepractices besides strictly complying with the requirements of Regulation 17 to 27 and anyother applicable Regulation of the SEBIunder SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended from time to time.
A separate "Report on Corporate Governance" together with requisitecertificate obtained from Statutory Auditors of the Company confirming compliance withthe provisions of Corporate Governance as per the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is annexed to this Report.
28. Directors' Responsibility Statement
Pursuant to Section 134(3)(c) read with 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and belief confirm that:
(a) in the preparation of the annual accounts for the financial year ended 31stMarch 2021 the applicable accounting standards had been followed and no materialdepartures have been made from the same;
(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 i.e. on31st March 2021 and of the profit or loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the 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;
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating efficiently;and
(f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
29. Particulars of Employees
There are no employees employed throughout the financial year who were in receipt ofremuneration of Rs. 102 Lacs or more or employed for part of the year who were in receiptof remuneration of Rs. 8.5 lacs or more a month under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Remuneration) Rules 2014.
Disclosure u/s 197(12) and Rule 5(1) of the Companies Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed herewith as Annexure - 4.
During the year under review none of the Directors of the Company have receivedremuneration from the Company.
The Nomination and Remuneration Committee of the Company has affirmed in its meetingheld on 30th March 2021has affirmed that the remuneration paid to the KMPs isas per the remuneration policy of the Company.
30. Internal Auditors & Their Report
Pursuant to the provisions of Section 138 of the Companies Act 2013 and Rules madethereunder the Company had appointed M/s Sanghi& Co. as Internal Auditor for thefinancial year 2020-21.
Internal Financial Control And Their Adequacy
The Board has adopted policies and procedure for ensuring the orderly and efficientconduct of its business including adherence to the company's policies the safeguardingof its asset the prevention and detection of fraud and error the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.
The Company has an adequate internal controls system commensurate with its size and thenature of its business. All the transactions entered into by the Company are dulyauthorized and recorded correctly. All operating parameters are monitored and controlled.The top management and the Audit Committee of the Board of Directors review the adequacyand effectiveness of internal control systems from time to time.
31. Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 read with Rules thereunder
Pursuant to the provisions of Section 22 of Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 read with Rules thereunder theCompany has not received any complaint of sexual harassment during the year under review.
32. Reporting Of Frauds By Auditors
During the year under review the Statutory Auditors and the Secretarial Auditor havenot reported any instances of frauds committed in the Company by its Officers or Employeesto the Audit Committee under Section 143(12) of the Companies Act 2013 details of whichneed to be mentioned in this Report except to the extent of siphoning off of the businessof the Company by the erstwhile Managing Director of the Company Mr. Man Mohan Gupta tothe other companies incorporated by him and carrying on the similar business as that ofInterworld.The Board had constituted an Investigation Committee to investigate into thematter of closure of Mumbai Office of the Company and recovery of Company's business andassets. The members of the Investigation Committee are Mr. Peeyush Kumar Aggarwal and Mr.Ajay Sharma. The Committee meets regularly to investigate into the matter of Mr. Man MohanGupta erstwhile Managing Director of the Company and sudden closure of Mumbai's Corporateoffice of the Company and for recovery of Company's business and assets.
33. Secretarial Standards
The Company has complied with the provisions of the applicable Secretarial Standardsi.e. SS-1 (Secretarial Standard on Meetings of the Board of Directors) and SS-2(Secretarial Standard on General Meetings).
34. Human Resources
Your Company treats its "human resources" as one of its most importantassets. We focus on all aspects of the employee lifecycle. This provides holisticexperience for the employees as well. During their tenure at the Company employees aremotivated through various skill development programs. We create effective dialogue throughour communication channels to ensure effective dialogue through our communication channelsto ensure that feedback reach the relevant team including leadership.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
35. Segment-wise performance
The Company is into single reportable segment only.
36. Management Discussion and Analysis
The Management Discussion and Analysis Report on the business of the Company andperformance review for the year ended March 31 2021 as stipulated in Regulation 34 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presentedin a separate report which forms part of the Report.
Your Directors are grateful to the Government of India the Reserve Bank of India theSecurities and Exchange Board of India the Stock Exchanges and other regulatoryauthorities for their valuable guidance and support and wish to express their sincereappreciation for their continues co-operation and assistance. We look forward for theircontinued support in future.
Your directors would like to express their sincere appreciation for the assistance andcooperation received from banks customers vendors Government members and employeesduring the year under review.
Finally the Directors thank you for your continued trust and support.
| ||For and On Behalf of the Board |
| ||of Interworld Digital limited |
| ||Sd/- |
| ||Peeyush Kumar Aggarwal |
| ||Chairman |
| ||DIN:00090423 |
|Place: New Delhi || |
|Date: 30th August 2021 || |