TO THE MEMBERS
Your Directors present the Annual Report and audited Financial Statements for the yearended 31st March 2021.
1. FINANCIAL RESULTS
| ||2020-21 ||2019-20 |
| ||(Rs./Lacs) ||(Rs./Lacs) |
|Revenue from operations ||30.80 ||30.80 |
|Other Income ||2128.87 ||505.79 |
|Profit/(Loss) before Depreciation & Tax ||1636.25 ||(34.37) |
|Depreciation ||10.44 ||9.84 |
|Profit/(Loss) before Tax ||1625.81 ||(44.21) |
|Tax Expenses ||- ||- |
|Profit/(Loss) After Tax for the Year ||1625.81 ||(44.21) |
|Add : Balance of retained earnings at the beginning of the year ||4487.26 ||5259.03 |
|Add : Ind - AS Adjustment ||1001.14 ||(727.56) |
|Balance at the end of year carried forward ||7114.21 ||4487.26 |
2. OVERALL PERFORMANCE
During the year under report your Company's Income has been from Registrar and ShareTransfer Agent's activities. Besides the Company also earned income from interest rentand profit on sale of flats. After depreciation and Income Tax Profit for the year wasRs. 1625.81 lakhs.
3. CURRENT DEVELOPMENT
During the year under report the business of your Associate Company M/S Nebula 3DServices Private Limited Bengaluru was affected badly due to Nationwide lock downdeclared by the Government of India because of outbreak of Pandemic Disease (COVID-19) dueto which company was unable to undertake on site work for most of the year. HoweverCompany was able to start SP3D work which was not only new but has large future potential.
Further as part of technology initiative your Company entered into a Joint-Venture(JV) and Share Holders Agreement with M/S A3D Singapore Pte Limited an affiliate to M/SEOS Singapore Pte Limited (a global stalwart in 3D printing Technology and development) tostart a cutting edge 3D printing Centre of Excellence to help Indian Industry to improvemanufacturing efficiency and help product development process.
Your Company is looking forward towards to support the "Atma NirbhaR' push of theCountry.
4. SUBSIDIARY COMPANY/ASSOCIATE COMPANY - CONSOLIDATED FINANCIAL STATEMENTS
The Company has no subsidiary but two Associates Company namely (i). J. K. CottonLimited and (ii). Nebula3D Services Private Limited as on 31st March 2021 in terms ofRule 6 of the Companies (Accounts) Rules 2014.
- J. K. Cotton Limited recorded a profit of Rs. 2514.37 lacs for the year ended 31stMarch 2021 (Previous year Profit Rs. 15.21 lacs).
- Nebula3D Services Private Limited recorded a loss of Rs. 137.44 lacs for the yearended 31 st March 2021. (Previous year Loss Rs. 55.73 lacs).
The statement as required under Section 129 of the Companies Act 2013 in respect ofAssociates Company are annexed and forms an integral part of this report.
Consolidated Financial Statements have been prepared in accordance with IndianAccounting Standard 28 ( Ind AS-28 ) "Investments in Associates" issued by TheInstitute of Chartered Accountants of India (ICAI) form part the Annual Report andAccounts.
Your Directors have not recommended any dividend for the year under report.
6. SHARE CAPITAL
The paid up Equity Share Capital as at March 31 2021 stood at Rs. 43504752/- Duringthe year under review the Company has underwent Preferential Allotment to promoter andpromoters group and allotted on preferential basis 6370000 Equity Shares of Face valueof Rs 1/- each fully paid up for cash issued at a price of Rs 10/- per Equity Share foraggregate amounting to Rs 63700000 and allotted on a Preferential Basis 9019000 Fullyconvertible warrants at an issue price of Rs 10/- per warrant Share for an aggregateamounting to Rs 90190000 and to issue fresh equity share upon their conversion on termsand conditions finalized by the Board of Directors in the manner as follows:-
|S.No. ||Name of Allottees ||No of Equity Shares ||No. of Warrants |
|1. ||Shri Abhishek Singhania ||3000000 ||4100000 |
|2. ||M/s J K Traders Ltd ||3370000 ||4919000 |
7. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of Investments covered under the provisions of Section 186 of the CompaniesAct 2013 are given in the Notes to the Financial Statements.
No employee drawn remuneration in excess of the limits as specified under the amendedprovisions of Section 134 of the Companies Act 2013 read with the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 throughout or part of the financialyear under review.
None of the employee is a relative of any Director of the Company. None of the employeehold (by himself or along with his spouse and dependent children) more than two percent ofthe equity shares of the Company.
The information required pursuant to Section 197 read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company and Directors is furnished hereunder:
|S. || || || |
|Increase (Decrease) in Remunera tion from previous year ||Ratio/time per Median of employee remuneration |
|No ||Name ||Designation ||2020-21 ||2019-20 || || |
|1 ||Shri Ashok Gupta ||Managing Director (KMP) ||2777443 ||3816040 ||(-1038597) ||5.24 |
|2 ||Shri Chandra Prakash Agarwal* ||Sr. General Manager (Taxation) & Chief Financial Officer (KMP) ||1451885 ||2505474 ||(-1053589) ||2.74 |
|3 ||Shri Prabhat Kumar Mishra ** ||Chief Financial Officer & Company Secretary (KMP) ||2394696 ||1939605 ||455091 ||4.52 |
* Cessation of the term of Shri C.P. Agarwal from the office of the Chief FinancialOfficer due to his superannuation.w.e.f. November 10 2020.
** Appointed Shri Prabhat Kumar Mishra Sr. Manager (Legal) & Company Secretary asChief Financial Officer (CFO) and designated him as CFO & Company Secretary of theCompany w.e.f. November 10 2020.
9. SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATOR(S) OR COURT(S)/MATTER OFEMPHASIS
No significant or material Order has been passed by the Regulators or Courts orTribunals which impact the going concern status of the Company in future.
10. CORPORATE GOVERNANCE
A report on Corporate Governance alongwith the Certificate of Practicing CompanySecretary on its compliance forms an integral part of this Report.
11. PUBLIC DEPOSITS
Your Company has not invited any deposits from public/shareholders under Section 73 and74 of the Companies Act 2013.
12. WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has a Whistle Blower Policy to report genuine concerns or grievances ifany. The Whistle Blower Policy has been posted on the website of the Company.
13. CONSTITUTION OF COMMITTTEE - SEXUAL HARASSMENT AT WORKPLACE:
There is no employee in the Company during the Financial Year under report. Hence theprovisions relating to Constitution of Internal Compliant Committee under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 are notapplicable to the Company during the Financial Year.
14. CORPORATE SOCIAL RESPONSIBILITY
Your Company's profits net worth and turnover are far below the criteria as mentionedin Section 135 of the Companies Act 2013 read with Companies (Corporate SocialResponsibility Policy) Rules 2014. Hence the CSR provisions were not applicable to theCompany during the F.Y. 2020-21.
15. MAINTENANCE OF COST RECORDS
The Company is not required to maintain cost records under sub-section (1) of Section148 of the Companies Act 2013 as its turnover during the Financial Year under report doesnot exceeds the threshold limit prescribed under Rule 3 of the Companies (Cost Records andAudit) Rules 2014.
16. DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company and the policy ofthe Company on risk management is provided in annexed Corporate Governance Report. TheRisk Management Policy has been posted on the website of the Company.
17. REMUNERATION POLICY
The Board of Directors has on the recommendation of the Nomination & RemunerationCommittee framed a policy which lays down a framework concerning remuneration ofDirectors Key Managerial Personnel and Senior Management of the Company. The Policy alsocovers criteria for selection and appointment of Board Members and Senior Management andtheir remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
18. RELATED PARTY TRANSACTIONS
All the related party transactions morefully mentioned in Notes to account to BalanceSheet are entered on arm's length basis in the ordinary course of business and are incompliance with the applicable provisions of the Companies Act 2013 and the ListingRegulations. There are no materially significant related party transactions made by theCompany with Promoters Directors or Key Managerial Personnel etc. which may havepotential conflict with the interest of the Company at large or which warrants theapproval of the shareholders. The transaction with M/s J.K. Consultancy and ServicesPrivate Ltd. (JKC') is being placed before the member at the ensuing Annual GeneralMeeting for their approval. Accordingly no transactions except reported as above arebeing reported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014.
M/s ARR EMM HOLDINGS PRIVATE LIMITED which was a related party of the Company ceased tobe a related party wef 2212-2020 due to Resignation to Smt Vidhi Nidhipati Singhania formthe directorship of the Company.
All Related Party Transactions are presented to the Audit Committee and the Board. Thedetails of the transactions with Related Party are provided in the Company's financialstatements in accordance with the Accounting Standards.
Omnibus approval is obtained for the transactions which are foreseen and repetitive innature. A statement of all related party transactions is presented before the AuditCommittee on a quarterly basis specifying the nature value and terms and conditions ofthe transactions.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website.
Upon the recommendation of the Nomination and Remuneration Committee the Board ofDirectors of the Company (the Board') at its meeting approved the remuneration ofMr. Partho Pratim Kar as a Non-Executive Non-Independent Director who is not in whole-timeemployment of the Company of an amount of Rs. 100000/- (Rupees One Lakh Only) per monthand reimbursement of expenses incurred on travel and boarding either directly or by way ofreimbursement for payment made by him in connection with the services rendered from timeto time not being services of a professional nature to the Company forms part of hisManagerial Remuneration and is within the limit prescribed in Section II Part II of theSchedule V of the Companies Act 2013.
None of the Directors except as aforesaid has any pecuniary relationship ontransactions vis-a-vis the Company.
19. AUDITORS' REPORT
Your Company prepares its financial statements in compliance with the requirements ofthe Companies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India.The financial statements have been prepared on historical cost basis. The estimates andjudgments relating to the financial statements are made on a prudent basis so as toreflect a true and fair manner the form and substance of transactions and reasonablypresent the Company's state of affairs profits and cash flows for the year ended March31 2021.
Auditors' Report to the shareholders does not contain any qualification in thefinancial statements for the year under report.
20. INDIAN ACCOUNTING STANDARDS (IND AS) - IFRS CONVERGED STANDARDS
Pursuant to the notification issued by The Ministry of Corporate Affairs datedFebruary 16 2015 relating to the Companies (Indian Accounting Standard) Rules 2015 theCompany and its associate have adopted "IND AS" with effect from April 01 2017.The impact of the change on adoption of IND AS has been assessed.
21. INTERNAL CONTROL SYSTEM INTERNAL CONTROL
The Company's internal control system is commensurate with its size scale andcomplexities of its operations. An Independent firm of Chartered Accountants carries outInternal Audit on the random basis to detect flaws in the system. Internal Audit reportsare prepared on the respective areas to create awareness and corrective actions are takento rectify them. These reports are reviewed by the Audit Committee of the Board for followup action. The Audit Committee of the Board of Directors also reviews the adequacy andeffectiveness of internal control systems and suggests improvement for strengthening themfrom time to time.
INTERNAL FINANCIAL CONTROLS
In accordance with Section 134(5)(e) of the Companies Act 2013 the Company hasInternal Financial Controls Policy by means of Policies and Procedures which commensuratewith the size & nature of its operations and pertaining to financial reporting. Inaccordance with Rule 8(5)(viii) of Companies (Accounts) Rules 2014 it is herebyconfirmed that the Internal Financial Controls are adequate with reference to thefinancial statements.
22. DIRECTORS AND KEY MANAGERIAL PERSONNEL
22.1 The Board of Directors has appointed Shri Abhishek Singhania (DIN-00087844)as an Additional Director pursuant to Section 161 of the Companies Act 2013 in itsmeeting held on January 04 2021 and will hold office till the ensuing Annual GeneralMeeting. Further upon the expiry of the term of Shri Ashok Gupta the Board of Directors ofthe Company appointed
Shri Singhania as Managing Director being Key Managerial Personnel (KMP) of theCompany to be effected from July 1 2021 for a period of three years without anyremuneration and on the terms and conditions enumerated in the resolution being put foryour approval. Brief profile has already been given with the Notice of the Annual GeneralMeeting.
Shri Abhishek Singhania belongs to promoter and promoter group of the Company and aSinghania scion. He was serving as Special Executive in J.K. Cement Ltd. looking afterCorporate Affairs at H.O. level.
22.2 The Board of Directors has also appointed Shri Parth Pratim Kar(DIN-00508567) as an Additional Director pursuant to Section 161 of the Companies Act2013 in its meeting held on February 12 2021 and will hold office till the ensuing AnnualGeneral Meeting. Brief profile has already been given with the Notice of the AnnualGeneral Meeting.
22.3 Before his appointment as an Additional director in the Company the Companyavailed the services of Mr. Partho Pratim Kar as an Management Consultant and appointedhim for a period of one year from 1st September 2018 to 31st August 2019 at an advisoryfee of Rs. 100000/- per month (Rupees One Lakh) and the same is further extended by theCompany till date as managerial Remuneration under amended Section 197 read with ScheduleV to the Companies Act.
22.4 Smt. Vidhi Nidhipati Singhania (DIN 00293520) has resigned from the Board ofthe Company with effect from December 222020.
22.5 Shri Kedar Nath Mehrotra (DIN 006749349) has resigned from the Board of theCompany with effect from June 072021.
22.6 The present term of Shri Ashok Gupta (DIN-00135288) as ManagingDirector expired on June 30 2021. The Board of Directors as per his willingnessre-designated him as Non-Executive Non Independent Director of the Company from July 12021 on the terms and conditions enumerated in the resolution being put for your approval.Brief profile has already been given with the Notice of the Annual General Meeting.
Further In accordance with the provisions of Section 152 of the Companies Act 2013and the Company's Articles of Association Shri Ashok Gupta (DIN-00135288) willretire by rotation at the ensuing Annual General Meeting and being eligible offersherself for reappointment.
22.7. Existing Independent Directors viz Dr. Krishna Behari Agarwal ShriRavindra Kumar Tandon and Shri Anil Kumar Dalmia has been appointed in the AnnualGeneral Meeting held on August 14 2019 and Smt Renu Nanda has been appointed inthe last Annual General Meeting held on August 11 2020 as Independent Directors each fora term upto five years under the Act w.e.f. the date of the aforesaid AGM(s). AllIndependent Directors have given declarations that they meet the criteria of independenceas laid down under Section 149(6) of the Companies Act 2013 and Listing Regulations. Theindependent Directors have complied with Code for Independent Directors prescribed inSchedule IV to the Act.
23. RECLASSIFICATION FROM PERSONS BELONGING PROMOTER GROUP' AND PAC CATEGORY TOPUBLIC' CATEGORY
Your Company has received letters from M/s Yadu International Limited dated June 232021 Shri Nidhipati Singhania dated June 24 2021 Shri Anil Kumar Agarwal Shri A.K.Saraogi Shri Madhavkrishna Singhania Shri Raghavpat Singhania dated June 25 2021 andSmt. Kalpana Singhania dated June 30 2021 (herein referred to as "OutgoingPromoters") to reclassify their status from "Promoter and Promoter GroupCategory" to "Public Category" as per Regulation 31A of the SEBI (ListingObligations and Disclosure Requirements) Regulation 2015. The Company intimated therequest received for reclassification to BSE Limited ("Stock Exchange") on June24 2021 June 25 2021 and June 30 2021 respectively.
Accordingly on the basis of the rationale and the confirmation provided by them inaccordance with provisions of Regulation 31A of the SEBI (Listing Obligation andDisclosure Requirement) Regulations. 2015 the Board was of the view that the abovementioned requests for reclassification/removal of name be accepted and approved by theBoard of Directors of the Company which shall be subject to the approval Shareholders ofthe company and stock exchange and/or such other approval if any as may be necessary inthis regard.
24. KEY MANAGERIAL PERSONNEL
During the year under report the Company has allowed to continue appointment of thefollowing Officials as Key Managerial Personnel: -
|S.No ||Name of the Official ||Designation |
|1 ||Shri Ashok Gupta ||Managing Director |
|2 ||Shri Chandra Prakash Agarwal* ||Sr. General Manager (Taxation) & Chief Financial Officer |
|3 ||Shri Prabhat Kumar Mishra ** ||Chief Financial Officer & Company Secretary |
* Cessation of the term of Shri C.P. Agarwal from the office of the Chief FinancialOfficer due to his superannuation.w.e.f. November 10 2020
** Appointed Shri Prabhat Kumar Mishra Sr. Manager (Legal) & Company Secretary asChief Financial Officer (CFO) and designated him as CFO & Company Secretary of theCompany w.e.f. November 10 2020
25. MEETINGS OF THE BOARD OF DIRECTORS
During the year 2020-21 five Board Meetings were convened and held the details ofwhich are given in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and ListingRegulations.
26. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard has carried out an annual performance evaluation of its Independent Directors andthe Independent Directors also evaluated the performance of Chairman and otherNon-Independent Directors. The Board of Directors expressed their satisfaction with theevaluation process. The Board of Directors also evaluated the functioning/performance ofAudit Committee Stakeholders Relationship Committee Nomination & RemunerationCommittee Committee of Directors and expressed satisfaction with theirfunctioning/performance.
27. DIRECTORS' RESPONSIBILITY STATEMENT
The Directors pursuant to the provisions of Section 134(3)(c) of the Companies Act2013 do hereby confirm that:
(i) In the preparation of the annual accounts the applicable Accounting Standards havebeen followed and that no material departures have been made from the same;
(ii) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitof the Company for that year;
(iii) They have taken proper and sufficient care for maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv) They have prepared the annual accounts on a going concern basis;
(v) The proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
(vi) That systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
28. STATUTORY AUDITOR
M/s. Gupta Vaish & Co Chartered Accountants (ICAI Firm Registration No. 005087C)were appointed as Auditors of the Company at the Annual General Meeting held on July 262017 for a term of 5 (five) years commencing from the conclusion of last Annual GeneralMeeting held on July 26 2017 till the conclusion of sixth Annual General Meeting to beheld in the year 2022.
29. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as per Regulation 34 of the ListingRegulations for the year under review is presented in a separate section forming part ofthe Annual Report for the financial year 2020-21.
30. SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s Banthia & Company Kanpur a firm of Company Secretaries in Practice toundertake the Secretarial Audit of the Company for the Financial Year 2021-22. TheSecretarial Audit Report for the Financial Year 2020-21 is annexed herewith as "Annexure- A". There is no secretarial audit qualification for the year under report.
31. SECRETARIAL STANDARDS
Your Company has complied with the applicable Secretarial Standard SS-1 and SS-2 withrespect to Board Meetings and General Meetings respectively specified by the Institute ofCompany Secretaries of India.
32. STATUTORY INFORMATION
32.1. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO.
As there has been no manufacturing operation during the year there is nothing to bereported with regard to conservation of energy and technology absorption.
32.2. ANNUAL RETURN
In terms of Section 92 (3) of the Companies Act 2013 and Rule 12 of the Companies(Management and Administration) Rules 2014 the Annual Return of the Company is availableon the website of the Company at the linkhttps://www.iavkaventerprises.com/pdf/annualreturn/Annual Return.pdf.
Owing to the pandemic the Government of India declared nation-wise lockdown causingdestruction in economy in general. The Company does not anticipate any material impact onthe recoverability of the carrying value of its assets/ on its working. Since normalcy inbusiness operations are also linked to directive of the government in future andimplication of Covid-19 pandemic on the people and economy the position in future cannotbe visualized as of now and will be closely monitored and supervised by the Company toassess any material implication and adjustment to the carrying value of assets.
Your Directors wishes to thank the employees for their dedication and hard work. YourDirectors also wishes to thank the Shareholders/ Stakeholders.
| ||FOR AND ON BEHALF OF THE BOARD |
| ||Sd/- ||Sd/- |
| ||Ashok Gupta ||Dr. K.B. Agarwal |
| ||Managing Director ||Director |
| ||DIN- 00135288 ||DIN- 00339934 |
|Place : Kanpur || || |
|Dated : June 29 2021 || || |