Ishwarshakti Holdings & Traders Ltd.
|BSE: 506161||Sector: Financials|
|NSE: N.A.||ISIN Code: INE073I01012|
|BSE 05:30 | 01 Jan||Ishwarshakti Holdings & Traders Ltd|
|NSE 05:30 | 01 Jan||Ishwarshakti Holdings & Traders Ltd|
|BSE: 506161||Sector: Financials|
|NSE: N.A.||ISIN Code: INE073I01012|
|BSE 05:30 | 01 Jan||Ishwarshakti Holdings & Traders Ltd|
|NSE 05:30 | 01 Jan||Ishwarshakti Holdings & Traders Ltd|
Your Directors are pleased to present the 39th Annual Report and the AuditedAccounts for the financial year ended March 31 2022.
SUMMARY OF THE FINANCIAL RESULTS:
(Amount in Rs)
COMPANY'S PERFORMANCE :
The total income of the Company for the year ended 31st March 2022 stood atRs.282.24 Lakhs (previous year Rs. 152.82 Lakhs. The Company has profit of Rs. 7.92 Lakhsin the Current year as Compared to Rs. 36.06 Lakhs in the previous year.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE ENDS OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATEAND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report.
The Board of directors have carried out an evaluation of its own performance and of itscommittees as well as its individual directors on the basis of criteria such ascomposition of the Board & committees experience & competencies performance ofspecific duties & obligations contribution at the meetings and otherwise independentjudgment governance issues and functioning etc.
TRANSFER OF UNCLAIMED / UNPAID AMOUNTS TO THE INVESTOR EDUCATION AND PROTECTION FUND:
Pursuant to Sections 124 and 125 of the Act read with the Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 ("IEPFRules") dividend if not claimed for a period of 7 years from the date of transferto Unpaid Dividend Account of the Company are liable to be transferred to the InvestorEducation and Protection Fund ("IEPF").
There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company.
TRANSFER TO RESERVES FUND :
Under section 45-IC(1) of Reserve Bank of India Act 1934 non-banking financialcompanies (NBFCs) are required to transfer a sum not less than 20% of its net profit everyyear to reserve fund before declaration of any dividend. Accordingly the Company has nottransferred and fund as no Dividend has been declared for the financial year end 31stMarch 2022.
In order to retain the profit of the Company of the Financial Year 2021-2022 the Boardof Directors do not recommend any dividend for the year ended 31st March 2022on equity shares.
BOARD OF DIRECTORS:
During the year under review there was appointment of Two Independent Directors inBoard of the Company Board comprised of below mentioned four (6) Directors:
NUMBER OF MEETINGS OF THE BOARD:
During the year Eight (8) Board meetings were held and convened. The details of whichare mentioned herein below. The intervening gap between the meetings was within the periodprescribed under the Act.
The details of Board Meetings held are as follows:
Number of Board Meetings attended by Directors are as under:
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134(5) of the Act the Directors hereby confirmthat:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there are no material departures;
b) they have selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding the assetof 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 by the Company andthat such internal financial controls are adequate and are operating effectively;
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
HOLDING SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES:
The company has no subsidiaries joint ventures or associate companies. During theFinancial
Year no company ceased as Subsidiary joint venture or associate of the company.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of business of the Company.
The role of the Audit Committee is in accordance with the provisions of regulation 18of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter called as SEBI (LODR) Regulations 2015) andthe terms of reference specified under Section 177 of the Act.
The terms of reference for the Audit Committee include:
Examination of Financial Statement and Statutory Auditors' report thereon anddiscussion of any related issues with the Internal & Statutory Auditors and themanagement of the Company.
Review of Financial Statement before their submission to the Board includingDirectors' Responsibility Statement changes in accounting policies and practicesstatutory compliances and qualification in draft audit report.
Approval or any subsequent modification of transactions of the Company withrelated parties.
Scrutiny of inter-corporate loans and investments.
Valuation of undertakings or assets of the Company wherever it is necessary.
Valuation of internal financial controls.
Valuation of risk management system.
Monitoring end use of funds raised through public offers and related matters.
Establishing a vigil mechanism for Directors and employees to report genuineconcerns and to make provision for direct access to the Chairperson of the Committee inappropriate or exceptional cases and review its findings.
Review of Company's financial reporting processes and the disclosure offinancial information to ensure that the Financial Statement is correct sufficient andcredible.
Look into reasons for substantial defaults in payments to stakeholders.
Approval of appointment of CFO or any other person heading Finance functionafter assessing the qualifications experience background etc. of the candidate.
Recommendation for appointment remuneration and terms of appointment of theStatutory Auditors of the Company.
Review and monitor the Auditor's independence and performance effectiveness ofaudit process and adequacy of internal control systems.
Call for comments of the Statutory Auditors about internal control system thescope of audit including the observations of the Statutory Auditors.
Reviewing the adequacy of the Internal Audit function including the structure ofthe Internal Audit department Staffing and Seniority of the official heading thedepartment reporting structure coverage and frequency of Internal Audit.
Discussion with statutory auditors before the audit commences about nature andscope of audit as well as post audit discussion to ascertain any area of concern.
Reviewing findings of any internal investigation into matters where there issuspected fraud or irregularity or failure of internal control systems of a materialnature and reporting the matter to the Board.
The Chairman of the Committee to attend the General Meeting to respond to thequeries of shareholders.
During the period under review Audit Committee met Four (4) times on following dates:
The details of Audit Committee meetings held are as follows:
The composition of Audit Committee is as under:
(1) Audit Committee Pursuant to Section 177 of the Companies Act 2013 read withRegulation 18 of the Listing Regulations the Board of Directors has reconstituted theAudit Committee on 24th February 2022 of the Board of Directors as under:
NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to Clause 19 of the SEBI (LODR) Regulations 2015) and Section 178 of theAct the Board has reconstituted and renamed the Remuneration Committee as Nomination andRemuneration Committee and adopted new terms of reference.
The terms of reference for the Nomination and Remuneration Committee Include:
To formulate a Nomination and Remuneration Policy on:
- determining qualifications positive attributes and independence of a director.
- guiding remuneration of Directors Key Managerial Personnel ("KMP") andother employees and Board diversity.
Recommend Nomination and Remuneration Policy to the Board.
Identify candidates who are qualified to become Directors.
Identify persons who are qualified to become Senior Management (SeniorManagement of the Company means employees of the Company who are Divisional Heads andCorporate Functional Heads).
Recommend to the Board the appointment and removal of Directors and SeniorManagement.
Lay down the process for evaluation of the performance of every Director on theBoard.
The Chairman of the Committee to attend the General Meeting to respond to thequeries of shareholders
During the period under review the Nomination and Remuneration Committee met Once onFebruary 25 2022.
Constitutions of the Nomination and Remuneration Committee and attendance detailsduring the financial year ended March 31 2022 are given below:
The Company has established a vigil mechanism through the Audit Committee to overseethe genuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who mayexpress their concerns pursuant to this policy. The Company has also provided a directaccess to the Chairman of the Audit Committee on reporting issues concerning the interestsof the employees and the Company.
In terms of regulation 15(2) of Chapter- IV of the Securities and Exchange Board ofIndia (Listing Obligation and Disclosure Requirement) Regulation 2015 Regulations 17 to27 do not apply to our Company being the last date of Financial Year 2021-22 the Paid upShare Capital of the Company was below Rs. 10 Crores and that Net Worth of the Companywas below Rs. 25 Crores.
Report on Corporate Governance and other related applicable details are therefore notfurnished in view of its non-applicability as aforesaid.
REPORTING OF FRAUDS BY AUDITORS:
During the year there were no instances of frauds reported by the Statutory Auditorsunder Section 143(12) of the Companies Act 2013.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year wereon arm's length basis and during the ordinary course of Company's business with priorapproval of the Audit Committee and the Board as required. The Company has not enteredinto any contract arrangement or transaction with any related party which could beconsidered as material and exceeding the prescribed ceiling as defined under SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 requiring the priorapproval of the Members.
Related party transactions under Accounting Standard - AS 18 are disclosed in the notesto the financial statements. Prescribed Form No. AOC-2 pursuant to clause (h) ofsub-section (3) of Section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules2014.
RISK MANAGEMENT POLICY AND INTERNAL FINANCIAL CONTROLS:
Business Risk Evaluation and its management is an ongoing process within theorganization. The Company has a healthy risk management framework to identify monitor andminimize risks as also identify business opportunities.
The Company has in place adequate internal control with reference to financialtransactions. DIRECTORS AND KEY MANAGEMENT PERSONNEL:
As per Companies Act 2013 Mr. Kailashchandra Seksaria (DIN: 00115565) will retire byrotation at the forthcoming Annual General Meeting of the Company and being eligible forreappointment. The Board has recommended his re-appointment.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received Declarations of Independence as stipulated under Section149(7) of the Companies Act 2013 from Independent Directors confirming that he is notdisqualified from appointing / continuing as Independent Director as laid down in section149(6) of the Companies Act 2013 and Regulation 16(1)(b) of SEBI LODR Regulations. TheIndependent Director have complied with the Code for Independent Directors prescribed inSchedule IV to the Companies Act 2013.
The Independent Directors of the Company have registered themselves with the data bankmaintained by Indian Institute of Corporate Affairs (IICA). In terms of Section 150 of theAct read with Rule 6(4) of the Companies (Appointment & Qualification of Directors)Rules 2014. The Company has received necessary declarations from all IndependentDirectors of the Company confirming that they meet the criteria of independence laid downin Section 149(6) of the Companies Act 2013 as well as under Regulation 25 and 16(1)(b)of SEBI (LODR) Regulations.
There has been no change in the circumstances which may affect their status asindependent director during the year.
During the year under review your Company has neither accepted nor renewed any depositfrom public within the meaning of Section 73 of the Companies Act 2013.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The particulars of Loans guarantees or investment made under the provisions of section186 of the Act 2013 are given in the notes forming part of the financial statementsprovided in the Annual Report.
M/s. B.L. Dasarda & Associates. Chartered Accountants (Firm Registration No.112615W) have been appointed as the Statutory Auditors of the Company for 5 years to holdoffice from the conclusion of the 37th till the conclusion of the 41thAGM for the year ended 31.03.2025.
In view of recent amendment in the Companies Act 2013 ("the Act") which werenotified with effect from May 07 2018 by the Ministry of Corporate Affairs therequirement of ratification of Auditors at every year has been removed and accordinglythere is no requirement of ratification of appointment of Auditors.
The notes on financial statement referred to in the Auditors Report areself-explanatory and do not call for any further comments. The Auditors Report does notcontain any qualification reservation or adverse remark.
In terms of Section 204 of the Act read with the Companies (Appointment andremuneration of Managerial Personnel) Rules 2014 the Board appointed M/s. Milan Mehta& Associates Practicing Company Secretaries (CP: 4826) Mumbai for conducting theSecretarial Audit for the financial year ended March 31 2022. The Report of theSecretarial Auditors is provided as Annexure "B" to this report.
During the period under review the Board has appointed M/s. M.R.V. & AssociatesChartered Accountants as Internal Auditor of the Company for the year 2021-22.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION ETC.:
Considering the activities in which Company is engaged the relevant data pursuant toSection 134(3)(m) of the Act 2013 read with the relevant rules are not required to begiven.
PARTICULARS AS PER SECTION 197 OF THE COMPANIES ACT 2013:
Statement containing particulars of employees as required under Section 197 of the Actread with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel)
Rules 2014 is not given as none of the employees of the Company is covered under theprovisions of the said section.
The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd. Mumbai Itmay be noted that there are no payment outstanding to the said Exchange by way of listingfees etc.
FOREIGN EXCHANGE EARNING AND OUTGO
There is no a foreign exchange earnings or outgo during the year.
REGISTRAR AND SHARE TRANSFER AGENT:
The Company has appointed M/s. Bigshare Services Pvt. Ltd. 1st FloorBharat Tin Works Building Opp. Vasant Oasis Apartments (next to Keys Hotel) MarolMaroshi Road Andheri East Mumbai - 400059 as its Registrar & Share Transfer Agentfor handling transfer of shares and other work related to share registry.
EXTRACTS OF ANNUAL RETURN:
Pursuant to section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 extract of the Annual return in theprescribed form is annexed as annual return is available under the ' InvestorCommunications ' section of the Company's website.
COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT:
Maintenance of cost records as specified by the Central Government under subsection (1)of section 148 of the Companies Act 2013 is not required by the Company and alsoaccounts and records are not need to be maintained.
SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS
No significant and material order passed by Courts or Tribunals impacting the goingconcern status and company's operations. The company is doing reasonable growth anddevelopment.
MANAGEMENT DISCUSSION AND ANALYSIS
Your company plans to substantially increase its business during the next financialyear which will help to improve your company profitability during the year.
Although not applicable the Board of Directors has carried out an annual evaluation ofits own performance Board Committees and Individual Directors pursuant to the provisionsof the Act and the Corporate Governance requirements as prescribed by Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("SEBI Listing Regulations").
The performance of the Board was evaluated by the Board after seeking inputs from allthe Directors on the basis of the criteria such as the Board composition and structureeffectiveness of Board 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 Committeesattendance prior study of materials given participation at the meetings level andeffectiveness of Committee meetings etc.
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.
In a separate meeting of independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive Directors and Non-executiveDirectors. The same was discussed in the board meeting that followed the meeting of theIndependent Directors at which the performance of the Board its Committees andindividual Directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the Independent Director being evaluated.
Familiarization Program for the Independent Directors:
In compliance with the requirements of SEBI Regulations 2015 the Company has put inplace a familiarization program for the Independent Directors to familiarize them withtheir roles rights and responsibilities as Directors the working of the Company natureof the industry in which the Company operates business model etc.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company isrequired to set up an Internal Complaints Committee to look into complaints relating tosexual harassment at work place of any women employee.
Regarding the Sexual Harassment of Women at the work place (Prevention Prohibition& Redressal) Act 2013 the Company is committed to provide a safe and conducive workenvironment to its employees. During the year under review no case of sexual harassmentwas reported. The Company is having below 10 (Ten) employees including temporaryemployees hence there is no need to constitute Internal Compliance Committee under theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013but the company is dedicated to provide healthy workplace environment and has the systeminternally to oversee these kind of matters if any arises.
EQUITY SHARE CAPITAL
There are no changes in Authorised and Paid up Share capital of the company during theyear.
Your Directors place on record their appreciation of the support and co-operationreceived during the year from the Company's Bankers Statutory Authorities and allorganizations connected with its business.
For and on behalf of the Board of Directors For Ishwarshakti Holdings & TradersLimited