Your Directors have pleasure in presenting the 33rd Annual Report of theCompany together with the "Corporate Governance Report" and "AuditedFinancial Statements" for the Financial Year ("F.Y.") ended March312020.
Your Company's performance during the F.Y. ended March 31 2020 as compared to theprevious F.Y. is summarised below:
|Particulars ||2019-20 ||2018-19 |
|Total Income ||1978950 ||2145000 |
|Total Expenditure ||1772264 ||1827000 |
|Profit/ (loss) before tax ||206686 ||318000 |
|Tax Expenses || || |
|a) Current Tax || ||83000 |
|b) Deferred Tax (Asset) ||- ||- |
|Profit/ (loss) after tax ||206686 ||235000 |
|Net worth ||153585745 ||149454987 |
STATE OF COMPANY'S AFFAIRS AND PERFORMANCE REVIEW
Your Company has not earned revenue during the year and the Company has made Profit ofRs.206686 during the year as against profit of Rs.235000 in the previous year. TheDirectors are hopeful for a better performance in the coming years.
To conserve the resources your Directors do not recommend payment of any dividend forthe F.Y. ended March 31 2020.
During the F.Y. your Company has not issued any Debentures.
The paid-up equity share capital of the Company as at March 31 2020 wasRs.85140980. During the year under review 32500 equity shares were calls in arrearsand shares were not received from the shareholders. The company has not issued shares withdifferential voting rights nor granted stock options or sweat equity.
The equity shares of your Company continue to be listed on BSE Limited.
The Board of Directors ("the Board") have not recommended transfer of anyamount of profit to reserves during the year under review. Hence the entire amount ofprofit for the F.Y. has been carried forward to the surplus in the Statement of Profit andLoss.
Your Company did not hold any public deposits at the beginning of the year nor has itaccepted any deposits from the public during the F.Y. within the meaning of Section 73 ofthe Act and the Companies (Acceptance of Deposits) Rules 2014.
EXTRACT OF ANNUAL RETURN
An extract of the Annual Return of the Company as prescribed under Section 92(3) ofthe Act and Companies (Management and Administration) Rules 2014 framed there under isannexed as Annexure A'.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors is duly constituted. Pursuant to provisions of section 203 ofCompanies act 2013 and Rule 8 and Rule 8A of Companies (appointment & remuneration ofManagerial Personnel Rules 2014) Ms. Nikita Sewakram Dahat company secretary (ACS no.55045) be and is hereby appointed as the Company Secretary of the company with effect fromOctober 1st 2018 on such terms and conditions as decided and agreed by and between theBoard and Company Secretary.
DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) read with Section 134(5) of the Act:
a) in the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
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 as at March 31 2020 and of the profit ofthe Company for the year ended on that date;
c) the Directors have 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 have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and
f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Your Company has its Corporate Governance philosophy on transparency accountabilityvalues and ethics which forms an integral part of the Management's ongoing activitytowards achieving excellence growth and value creation. Your Company is committed tohighest standards of Corporate Governance and disclosure practices to ensure that itsaffairs are managed in the best interest of all stakeholders.
NUMBER OF MEETINGS OF THE BOARD
The Board met on various occasions to discuss and decide various affairs operations ofthe Company and to supervise and control the activities of the Company. The schedule ofthe Board / Committee Meetings to be held in the forthcoming F.Y. will be circulated tothe Directors in advance to enable them to plan their schedule for their effectiveparticipation in the Meetings.
During the F.Y. the Board met Five (5) times viz. on May 30 2018 June 27 2018August 14 2018 November 14 2018 February 14 2020 and March 29 2020.
Detailed information on the Meetings of the Board is included in the report onCorporate Governance which forms part of this Annual Report.
The Audit Committee comprises of the following Directors:
|Mrs ||. Shital Arvind Shah ||Chairperson |
|Mr. ||Paresh Vinodray Savani ||Member |
|Mr. ||Dinesh Jayntalal Doshi ||Member |
|Ms. ||Dharmishtha Sharad Shah ||Member |
All the recommendations made by the Audit Committee were accepted by the Board. STATUTORYAUDITORS
M/s. PSV Jain & Associates Chartered Accountants (Firm Registration No. 131505W)were appointed in the Annual General Meeting held on 29th September 2018 fora term of consecutive Six years from the conclusion of 31st Annual GeneralMeeting till the Conclusion of 36th Annual General Meeting. The first provisoto Section 139 of the Companies Act 2013 which provided for the ratification ofappointment of the Statutory Auditors by the Members at every Annual General Meeting hasbeen omitted by the Companies Amendment Act 2017 w.e.f. 7 May 2018.
EXPLANATION ON AUDITORS' REPORT
There are no qualifications reservations adverse remarks or disclaimers made byStatutory Auditors in their Report on the Financial Statements of the Company for F.Y.2018-19.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s. RinkeshGala & Associates Practicing Company Secretary (C.P. No. 20128) to undertake theSecretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as AnnexureB'.
As required under section 204 (1) of the Companies Act 2013 the Company has obtaineda secretarial audit report.
There are no major observations made by the Auditor in the Report except other noncompliances mentioned therein and forming part of the report:
However the company would ensure in future that all the provisions are compiled to thefullest extent.
INTERNAL FINANCIAL CONTROL
Your Company has in place adequate internal financial controls with reference tofinancial statements and to ensure that all assets are safeguarded and protected againstloss from unauthorized use or disposition. During the year such controls were tested andno reportable material weaknesses in the design or operation were observed.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
Pursuant to Section 186 of the Act particulars of the loans given investments madeguarantees given and securities provided along with the purpose for which the loan orguarantee or security is proposed to be utilised by such recipient are provided underrespective notes in Financial Statements.
RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties during the F.Y. were on arm's lengthbasis and in the ordinary course of business and that the provisions of Section 188 of theAct are not attracted and hence the disclosure in form AOC-2 is not required.
During F.Y. there are no material related party transactions with Promoters Directorsor Key Managerial Personnel ("KMP"). The Company has in place a policy onMateriality of and Dealing with Related Party Transactions for the purpose ofidentification and monitoring of such transactions. Suitable disclosures as required underAS-18 have been made in the Notes to the financial statements.
Pursuant to Regulation 23 of the Listing Regulations the Company has in place a Policyon dealing with Related Party Transactions.
Pursuant to Regulation 21 of Listing Regulations your Company has in place a RiskManagement Committee which identifies evaluates manages and monitors the risks that canimpact the Company's ability to achieve its strategic and financial objectives andmonitors risk tolerance limits reviews and analyzes risk exposure related to specificissues and provides oversight of risk across the organization.
The Board has in place a Risk Management Policy to identify and assess the key riskarea monitor and report compliance and effectiveness of the policy and procedure.
Your Company has a Vigil Mechanism for their Directors and employees to report theirgenuine concerns or grievances and in order to report such concerns or grievances; theCompany has form Whistle Blower Policy in place.
Your Company assures cognizance of complaints made and suggestions given by theemployees. Even anonymous complaints will be looked into and whenever necessary suitablecorrective steps will be taken.
The Whistle Blower Policy provides for adequate safeguards against victimization ofpersons who use such mechanism and also provides direct access to the Chairperson of theAudit Committee.
NOMINATION AND REMUNERATION POLICY
The Board has in place a policy which lays down criteria for selection and appointmentof Board Members. The policy also lays down a framework in relation to remuneration ofDirectors KMP and Senior Management of the Company. The Policy also includes the criteriafor determining qualifications positive attributes and independence of Directors.
The detailed policy is annexed to the Report on Corporate Governance which forms partof this Annual Report.
EVALUATION OF THE BOARD ITS COMMITTEE AND INDIVIDUAL DIRECTORS
Pursuant to the provisions of the Act and Listing Regulations the Board has carriedout an annual evaluation of its performance of the Directors individually as well as theevaluation of the working of its Committees. The manner in which the evaluation wascarried out was explained in the Report on Corporate Governance which forms part of thisAnnual Report.
INVESTORS' RELATION AND GRIEVANCES
Investors' relations have been cordial during the year. As a part of compliance theCompany has in place Stakeholders Relationship Committee to deal with the issues relatingto investors. There were no investors' grievances pending as on March 31 2020. Aconfirmation to this effect has been received from the Company's Registrar and ShareTransfer Agent.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company draws remuneration more than the limits prescribedunder the Companies Act 2013.
CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGICAL ABSORPTION FOREIGNEXCHANGE EARNINGS AND OUTGO
Information as required under Section 134(3)(m) of the Act read with the Companies(Accounts) Rules 2014 for the year ended March 312020 is as under:
CONSERVATION OF ENERGY
a. Though the Company's operations do not involve substantial energy consumption theCompany has taken adequate steps to improve energy utilization wherever possible.
b. Additional investments and proposals for reduction of consumption of energy - Noadditional investments made during the year.
c. Impact of the above measures: Nil
d. Total energy consumption and energy consumption per unit of production: "FORM-A" not applicable.
Your Company has not imported any technology. However we believe and use informationtechnology extensively in all spheres of our activities to improve efficiency levels.
FOREIGN EXCHANGE EARNINGS AND OUTGO
|Year ||2019-2C ||2018-19 |
|Foreign exchange earnings ||- ||- |
|Foreign exchange outgo ||- ||- |
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and future operations of the Company.
INFORMATION OF MATERIAL CHANGES AND COMMITMENTS
There are no material changes or commitments affecting the financial position of theCompany which have occurred after March 31 2020 and prior to May 30 2020 being the dateof this report.
Statements in this Directors' Report and Management Discussion and Analysis describingthe Company's objectives estimates expectations or predictions may be"forward-looking statements" within the meaning of applicable securities lawsand regulations. Actual results could differ materially from those expressed or implied.Important factors that could make difference to the Company's operations include rawmaterial availability and its price pricing in the Company's principle markets changesin Government regulations Tax regimes and economic developments within India.
Your Directors sincerely appreciate the high degree of professionalism commitment anddedication displayed by the employees of the Company and its Associates at all levels andwish to convey their appreciation to the Banks Financial Institutions GovernmentAuthorities Customers and other Stakeholders for the excellent assistance andco-operation received and wish to place on record their gratitude to the Members for theirtrust support and confidence reposed in the Company.
|Place: Mumbai ||For and on behalf of the Board of Directors |
| ||Dinesh JayntalalDoshi Executive and Whole Time |
|Date: November 15 2020 ||Director |
| ||DIN: 07789377 |