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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

Ishwarshakti Holdings & Traders Ltd. (ISHWARSHAKTIHOL) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the 36th Annual Report and the AuditedAccounts for the financial year ended March 31 2019.

SUMMARY OF THE FINANCIAL RESULTS: (Rs. in Lacs)
Particulars 2018-19 2017-2018
Revenue from operations (Net) 70.29 115.65
Total Expenses (Net) 81.88 109.64
Profit before Extraordinary Item (11.58) 6.01
Profit after Tax (12.20) 9.48
Balance brought forward from previous year 63.91 54.43
Available for appropriation 51.70 63.91
EPS (0.85) 0.66

DIVIDEND:

In order to conserve the resources for future operations of the Company your Directorsdo not recommend any dividend for the year ended March 31 2019.

BOARD OF DIRECTORS:

During the year under review there was one appointment (regularization) of Directorand that as on March 31 2019 the Board comprised of below mentioned four (4) Directors:

Sr.

No.

Name of the Directors Designation
01 Mr. Kailashchandra Seksaria (DIN: 00115565) Director
02 Mrs. Geeta K. Seksaria (DIN: 06960055) Director
03 Mr. Vinay K. Seksaria (DIN: 00116582) Director
04 Mr. Vivek Seksaria (DIN: 00116698) Director

Number of Meetings of the Board:

During the year Five (5) 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:

Sr. No. Date of Board meetings
1. May 30 2018
2. June 07 2018
3. August 11 2018
4. November 14 2018
5. February 12 2019

Number of Board Meetings attended by Directors are as under:

Name of Director Category No. of meeting held No. of Meetings Attended
Mr. Kailashchandra Seksaria Executive and Non Independent 5 5
Mrs. Geeta K. Seksaria Executive and Non Independent 5 5
Mr. Vinay K. Seksaria Executive and Non Independent 5 5
Mr. Vivek K. Seksaria Executive and Non Independent 5 5

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.

AUDIT COMMITTEE:

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) and the termsof

reference specified under Section 1 77 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 Five (5) times on following dates:

The details of Audit Committee meetings held are as follows:

Sr. No Date of Audit Committee meetings
1. May 30 2018
2. June 07 2018
3. August 11 2018
4. November 14 2018
5. February 12 2019

The composition of Audit Committee is as under:

Name of Director Category No. of meeting held No. of Meetings Attended
Mr. Kailashchandra Seksaria Executive and Non-Independent 5 5
Mr. Vinay K. Seksaria Executive and Non-Independent 5 5
Mr. Vivek K. Seksaria Executive and Non-Independent 5 5

NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to Clause 19 of the SEBI (LODR) Regulations 2015) and Section 178 of theAct the Board has re-constituted 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 12 2019.

Constitutions of the Nomination and Remuneration Committee and attendance detailsduring the financial year ended March 31 2019 are given below:

Name of Director Category No. of meeting held No. of Meetings Attended
Mr. Kailashchandra Seksaria Executive and Non-Independent 1 1
Mr. Vinay K. Seksaria Executive and Non-Independent 1 1
Mr. Vivek K. Seksaria Executive and Non-Independent 1 1

VIGIL MECHANISM:

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 victimisation 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.

CORPORATE GOVERNANCE:

During the period of review the Company's Paid-up Share Capital and Net Worth is lessthan Rs.10 crores and Rs. 25 crores respectively so the Corporate Governance Report interm of Regulation 27 of SEBI (LODR) Regulations 2015 is not applicable to the Company.

RELATED PARTY TRANSACTIONS:

All the related party transactions entered by the Company are on arm's length basis andin the ordinary course of the business. All the related party transactions as requiredunder AS-18 are reported in the Notes to the financial statement.

In terms of Section 134(3)(h) of the Act read with Rule 15 of the Companies (Meetingsof Board and its Power Rules) 2014 the particulars of the Contracts or arrangements withrelated parties in the prescribed forms are provided in Annexure "A"

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. Vinay Seksaria (DIN: 00116582) will retire by rotationat the forthcoming Annual General Meeting of the Company and being eligible forreappointment. The Board has recommended his re-appointment.

As per Companies Act 2013 the Company has to appoint Independent Director on theBoard. The Company is in process of finding suitable candidate for holding the office ofIndependent Director.

As per section 203 of the Companies Act 2013 the Company has appointed Mrs. GeetaKailashchandra Seksaria as a Managing Director and Mr. Shyamsunder h. Agarwal as a CFO andon 15th April 2019 Mr. Sameer K. Khedekar has been appointed as a CompanySecretary of the company is in search of suitable candidate for the same.

PUBLIC DEPOSITS:

During the year under review your Company has neither accepted nor renewed any depositfrom public within the meaning of Section 73 of the 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.

AUDITORS:

M/s. Poneet Gupta & Co. Chartered Accountants (Firm Registration No.107911W) havebeen appointed as the Statutory Auditors of the Company for 5 years to hold office fromthe conclusion of the 34th AGM for the financial year 31.03.2018 till theconclusion of the 39th AGM for the year ended 31.03.2022 subject toratification by the members at every AGM.

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 Company hasreceived a

written confirmation from the Statutory Auditor that their continued appointment shallbe in accordance with the criteria as provided under Section 141 of the Act.

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.

SECRETARIAL AUDITORS:

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 2019. The Report of theSecretarial Auditors is provided as Annexure "B" to this report.

INTERNAL AUDITORS:

During the period under review the Board has appointed M/s. B. L. Dasharda &Associates Chartered Accountants as Internal Auditor of the Company.

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 coveredunder the provisions of the said section.

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 Annexure "C."

SIGNIFICANT MATERIAL ORDERS PASSED BY REGULATORS

No significant and material order passed by Courts or Tribunals impacting the goingconcern status and company's operations. But Company has received notices under regulation6(1) for Non-appointment of Company Secretary for the December 2018 Quarter and March 2019Quarter. The company is doing reasonable growth and development.

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.

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 is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.

EQUITY SHARE CAPITAL

There are no changes in Authorised and Paid up Share capital of the company during theyear.

ACKNOWLEDGEMENT:

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 & Traders Limited

Sd/- Sd/- Sd/-
Mr. Kailashchandra Seksaria Mr. Vinay K. Seksaria Mr. Vivek K. Seksaria
Director (DIN: 00115565) Director (DIN: 00116582) Director (DIN: 00116698)
Place: Mumbai
Date: August 27 2019