Your Directors have pleasure in presenting the 39th Annual Report along withthe Audited Financial statements of the Company for the financial year ended 31stMarch 2020.
1. FINANCIAL RESULTS:
| || ||Amount in thousands |
|Particulars ||For the Year ended on 31.03.2020 ||For the Year ended on 31.03.2019 |
|Total Income ||11323 ||9346 |
|Total Expenditure ||9846 ||6665 |
|Profit/(Loss) before taxation ||1477 ||2681 |
|Provision for Tax ||- ||- |
|Profit/(Loss) after Taxation ||1477 ||2681 |
2. Global Pandemic - COVID-19
The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. In our country businesses arebeing forced to close the operations for long periods of time due to lockdown declared byGovt. of India. Measures taken to contain the spread of the virus including travel bansquarantines social distancing and closures of non-essential services have triggeredsignificant disruptions to businesses resulting in an economic slowdown. COVID-19 isadversely impacting business operation of the Company. For the Company the focus shiftedto ensure the health and well-being of all employees. The Company has been shut downduring the lockdown period in order to ensure health and safety of employees. The Companyhas implemented Work from Home' policy.
3. BRIEF DESCRIPTION OF THE COMPANY 'S WORKING DURING THE YEAR/STATE OF COMPANY 'SAFFAIR
The Company is doing Manufacturing business of China Clay Micronized Kaolin & HighGrade Silica Sand. The Profit after tax incurred by the Company for the year under reviewhas been Rs.1477/- against the profit after tax of Rs.2681/- for the previous year.General outlook for the Company for the year 2019-2020 is encouraging.
4. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT 2013
The Board of Directors of your Company has decided not to transfer any amount to theReserve for the year under review.
The Board of Directors of your Company after considering the relevant circumstanceshas decided that it would be prudent not to recommend any Dividend for the year underreview.
6. DIVIDEND DISTRIBUTION POLICY:
Pursuant to Regulation 43A of LODR Regulation 2015 the regulation related to DividendDistribution Policy is not applicable to the Company.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees or made investments covered under theprovisions of section 186 of the Companies Act 2013 during the period under review.
9. SHARE CAPITAL:
Presently the Paid up Share Capital of the Company is Rs. 52117500/- divided in to5300900 Equity Shares of Rs. 10/- each. There is calls in arrear of Rs. 891500/-.
10. DETAILS OF DIRECTORS AND KMPs APPOINTMENT OR RESIGNATION DURING THE YEAR:
In accordance with the provisions of Section 152 of the Companies Act 2013 RushabhDavda Director of the Company are liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for reappointment. The Board recommendshis re-appointment for the consideration of the Members of the Company at the ensuingAnnual General Meeting.
Mr. Laxman Kandoriya (DIN:08105292) has resigned from the post of Executive Director ofthe Company w.e.f August 132019 and Mrs Dhwani Mirani (DIN:07186414)has resigned from thepost of Independent Women Director of the Company w.e.f March 30 2020.
The Board of Directors on recommendation of Nomination and Remuneration Committee Hadappointed Mr. Jagdish Kandoria (DIN:08705510) as an Additional Director under Independentcategory of the Company with effect from March 312020 for a period of 5 years subject tothe approval of shareholders not liable to retire by rotation and Mrs. Dhwani Mirani(DIN:07186414) as an Additional Women Director under Independent category of the Companywith effect from June 302020 for a period of 5 years subject to the approval ofshareholders not liable to retire by rotation.
The designation of Mr.Rushabh Davda has been changed from Executive Director to NonExecutive Director with effect from March 31 2020.
Mr. Mahesh Sharma has resigned from the office of Company Secretary and ComplianceOfficer with effect from 30th June 2020 and Ms. Zinal Shah has been appointed as CompanySecretary & Compliance Officer of the Company with effect from 1st July 2020.
Pursuant to provision of Section 203 of the Companies Act 2013 the Key ManagerialPerson (KMP) of the Company as on March 31 2020 is as follows: Mr.Prataprai GDavda-Chairman &Whole Time Director Mr.Kishore Davda-Chief Financial Officer and Mr.Mahesh Sharma-Company Secretary.
DECLARATION BY INDEPENDENT DIRECTORS
Definition of Independence' of Directors is derived from Regulation 16(1) (b) ofthe Listing Regulations and Section 149(6) of the Companies Act 2013 and Rules framedthereunder. Your Company has received declarations from all the Independent Directors ofyour Company confirming that they meet the criteria of independence as prescribed underSection 149(6) of the Companies Act 2013 and Regulation 16(1) (b) of the ListingRegulations.
11. BOARD MEETING:
The Board of Directors of your Company met 4(Four) times during the Financial Year2019- 20.The Meetings were convened on 29th May 2019 13th August2019 9th November 2019 14th February 2020.
The maximum interval between any two consecutive board meetings did not exceed 120days.
Attendance of Directors at the Board Meeting is as under:
|Sr. No. Name of Director ||No. of Board Meetings attended |
|1 Mr. Prataprai Davda ||4/4 |
|2 Mr.Dhwani Mirani ||4/4 |
|3 *Mr Laxman Kandoriya ||0/1 |
|4 #Mr.Rushabh Davda ||3/3 |
*Mr. Laxman Kandoriya was resigned w.e.f. 13th August 2019 # Mr.RushabhDavda was appointed w.e.f. 29th May 2019
12. BOARD EVALUATION
Pursuant to the provisions the Companies Act 2013 and the Listing Regulations theBoard has carried out a formal annual evaluation of its own performance and that of itscommittees Independent Directors Non-Executive Directors Executive Directors and theChairman of the Board.
The Directors expressed their satisfaction with the evaluation process.
13. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS AND KMP AND REMUNERATIONPOLICY-
The Board has on the recommendation of the Nomination and Remuneration Committeeadopted the Remuneration Policy which inter-alia includes policy for selection andappointment of Directors Key Managerial Personnel Senior Management Personnel and theirremuneration.
14. AUDIT COMMITTEE
The powers role and terms of reference of the Audit Committee are in line with theprovisions of Section 177 of the Companies Act 2013 and part C of Schedule II of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. The Audit Committeedischarges such duties and functions generally indicated under Regulation 18of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015; Companies Act 2013and such other functions as may be specifically assigned to it by the Board from time totime.
During the Financial Year 2019-20 4 (Four) Audit Committee Meetings were held on 29thMay 2019 13th August 2019 9th November 2019 14thFebruary 2020.
Composition of Audit Committee and attendance record of members for 2019-20.
|Sr. No.Name of Directorship ||Chairman / Member ||Category || |
No. of Meetings during FY 2019-20
| || || ||Held ||Attended |
|1 Mr.Dhwani Mirani ||Chairman ||Independent- Non Executive Director ||4 ||4 |
|2 Mr.Prataprai Davda ||Member ||Executive Director ||4 ||4 |
|3 *Mr.Laxman Kandoriya (resigned w.e.f. 13th August 2019) ||Member ||Executive Director ||1 ||0 |
|4 #Mr.Rushabh Davda (appointed w.e.f.29th May 2019) ||Member ||Executive Director ||3 ||3 |
The Audit Committee reconstituted w.e.f.13th August 2019.
*Mr. Laxman Kandoriya was resigned w.e.f.13th August 2019 hence ceased tobecome committee member.
#Mr. Rushabh Davda was appointed w.e.f. 29th May 2019 has been inducted asmember of the Committees in the Board meeting held on 13th August 2019.
The necessary quorum was present for all the meetings.
15. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination & Remuneration Committee of the Company is constituted in accordancewith Section 178 of the Companies Act 2013 and Regulation 19 of SEBI (LODR) Regulations2015.
The Nomination and Remuneration Committee reconstituted w.e.f. 13th August2019.
The Composition of Nomination and Remuneration Committee is as under:
i. Mrs. Dhwani Mirani-Chairman Independent-Non Executive Director
ii. Mr.Prataprai Davda-Whole time Director
iii. Mr.Rushabh Davda-Executive Director
In the financial year 2019-2020 the Nomination and Remuneration Committee met onetime. The Meetings was held on 13th August 2019.
Attendance of Nomination and Remuneration Committee Members is as under:
|Sr. No. Name of Directorship ||Chairman / Member ||Category || |
No. of Meetings during FY 2019-20
| || || ||Held ||Attended |
|1 Mr. Dhwani Mirani ||Chairman ||Independent-Non Executive Director ||1 ||1 |
|2 Mr. Prataprai Davda ||Member ||Executive Director ||1 ||1 |
|3 *Mr. Laxman Kandoriya (resigned w.e.f. 13th August 2019) ||Member ||Executive Director ||0 ||0 |
|4 #Mr.Rushabh Davda (appointed w.e.f.29th May 2019) ||Member ||Executive Director ||1 ||1 |
16. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee of the Company is constituted in accordancewith Section 178 of the Companies Act 2013 and Regulation 20 of SEBI (LODR) Regulations2015.
During the Financial Year 2019-20 4 (Four) Stakeholders Relationship CommitteeMeetings were held on 29th May 2019 13th August 2019 9thNovember 2019 14th February 2020.
The Stakeholders Relationship Committee reconstituted w.e.f.13th August2019.
The Composition of Stakeholders Relationship Committee is as under:
|i. Mrs.Dhwani Mirani ||- Chairman Independent-Non Executive Director |
|ii. Mr.Prataprai Davda ||- Whole time Director |
|iv. Mr.Rushabh Davda ||-Executive Director |
Attendance of Stakeholders Relationship Committee Members is as under:
|Sr. No. Name of Directorship ||Chairman / Member ||Category || |
No. of Meetings during FY 2019-20
| || || ||Held ||Attended |
|1 Mr. Dhwani Mirani ||Chairman ||Independent-Non Executive Director ||4 ||4 |
|2 Mr. Prataprai Davda ||Member ||Executive Director ||4 ||4 |
|3 *Mr. Laxman Kandoriya (resigned w.e.f.. 13th August 2019) ||Member ||Executive Director ||1 ||0 |
|4 #Mr. Rushabh Davda (appointed w.e.f.29th May 2019) ||Member ||Executive Director ||3 ||3 |
17. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company believes that internal control is a necessary pre-requisite of Governanceand that freedom should be exercised within a framework of checks and balances.The Companyhas an adequate system of internal controls commensurate with the size and the limitednature of its business activities.
18. RISK MANAGEMENT POLICY:
The Company has formulated Risk Management Policy. The Board takes all necessary stepsto identify and evaluate business risks and opportunities and take corrective steps.
19. VIGIL MECHANISM:
The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 and the Listing Regulations framed Whistle Blower Policy for Directorsand employees of the Company to provide a mechanism which ensures adequate safeguards fromany victimization on raising on concerns of any violations of legal or regulatoryrequirements incorrect or misrepresentation of any financial statements and reports.Etc.
No instance under the Whistle Blower Policy was reported during the financial yearunder review.
20. DISCLOSURES UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION & REDRESSAL) ACT 2013:
The disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 is not applicable to the Company.
The Company is committed to provide a safe and conducive work environment to itsemployees. Though the Company is not required to adopt the policy however it ensures thesafety of its women employees at workplace. During the year under review no case ofsexual harassment was reported.
21. CORPORATE GOVERNANCE:
In terms of Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 compliance relating to Corporate Governance is not applicable for theListed Company having paid up equity share capital not exceeding Rs. 10 crores and networth not exceeding Rs. 25 crores on the last day of the previous financial year.
As your Company 's paid up equity share capital is not exceeding Rs. 10 crores and networth not exceeding Rs. 25 crores Regulation 17 to 27 and Clauses (b) to (i) ofsubregulation (2) of regulation 46 are not applicable and hence do not form a part of thisAnnual Report. But the Company is filling Non-Applicability Certificate of CorporateGovernance under Regulation 27 of (Listing Obligations and Disclosure Requirements)Regulations 2015 with the exchange.
22. DIRECTOR'S RESPONSIBILITY STATEMENT:
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 and ofthe profit or loss of the Company for the year under review.
iii. The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The Directors have prepared the annual accounts on a going concern basis.
v. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The Directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
23. STATUTORY AUDITORS:
M/s Samir Gandhi & Co. (Firm Registration No.31547) were appointed as the StatutoryAuditors of the Company in the Annual General Meeting held on September 2015 for a term offive years until the conclusion of the 39th Annual General Meeting of the Company to beheld in the year 2020.
The Board has proposed subject to approval of the Members in the ensuing AnnualGeneral Meeting the appointment of M/S. AMAA & Associates Chartered Accountants(Registration Number.013066C) as Statutory Auditors of the Company to hold office for aperiod of five years i.e. from the conclusion of this Meeting till the conclusion of 44thAnnual General Meeting of the Company to be held in the year 2025 in place of theretiring Auditors M/s Samir Gandhi & Co. (Firm Registration No.31547).
The Company has received a certificate from the said Auditors that they are eligible tohold office as the Auditors of the Company and are not disqualified for being soappointed.
The notes on financial statement referred to in the Auditor's Report areself-explanatory and do not call for any further comments.
24. STATUTORY AUDITORS' OBSERVATIONS & COMMENTS FROM BOARD:
1. The accumulated losses at the end of financial year 2019-2020 are more than 50% ofCompany's net worth.
Justification:-Due to various reasons the business of clay in the world is notencouraging. Due to lack of order in the market of clay products and lack of support ofthe Government its turnover has decreased. However to maintain a listed Company it fixedoverhead remain the same but the turnover has decreased drastically
Other observations of the auditors are self-explanatory in nature read with the notesto the accounts and need no further clarification.
25. SECRETARIAL AUDITOR:
A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s. AnishGupta & Associates Practicing Company Secretaries. The Secretarial Auditors Report isattached as Annexure I.
26. SECRETARIAL AUDITORS' OBSERVATIONS & COMMENTS FROM BOARD:
The observations of the Secretarial Auditor and reply of the management are mentionedbelow:
(a) The Company has not updated its website and uploaded the documents and informationas required under the Companies Act 2013 and Regulation 46 of SEBI (LODR) Regulations:
Management reply :The Company regular updates its website and it will ensure timelyupdating the website.
(b) The Companies has not published notices and financial results in the newspapers asper Regulation 47 of SEBI (LODR) Regulations 2015:
Management reply: Due to lack of business activities the Company is unable to publishthe information in the newspaper however the Company ensures to submit all necessaryinformation and documents with the Stock Exchange in due course of time.
(c) The Company has not appointed Internal Auditor under section 138 of the CompaniesAct 2013 during the period under review:
Management reply: The Board will ensure the compliance.
(d) The Constitution of the Nomination and Remuneration Committee is not in accordancewith Section 178 of the Companies Act 2013 and Regulation 19 of SEBI (LODR) Regulations2015 consisting of three or more of non-executive Directors: Management reply: The Boardhas complied by appointing two non-executive Independent Directors.
(e) The Constitution of the Audit Committee is not in accordance with Section 177 ofCompanies Act 2013 and Regulation 18 of SEBI (LODR) Regulations 2015:Management reply: TheBoard has complied by appointing two non-executive Independent Directors.
(f) The accumulated losses at the end of financial year 2019-2020 are more than 50% ofCompany 's net worth:
Management reply: Due to various reasons the business of clay in the world is notencouraging. Due to lack of order in the market of clay products and lack of support ofthe Government its turnover has decreased. However to maintain a listed Company it fixedoverhead remain the same but the turnover has decreased drastically.
(g) The Company has not complied with Rule 4 of Companies (Appointment andQualification of Directors) Rules 2014 with respect to appointment of 2 IndependentDirector:
Management reply: The Board has complied by appointing two Independent Directors.
27. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There were no material changes and commitments affecting the financial position of theCompany which have occurred between end of the financial year and the date of this report.
28. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There are no orders passed by the regulators or courts or Tribunals impacting the goingconcern status and Company 's operation in future.
29. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
During this period under the provisions under section 135 in respect of CSR is notapplicable to the Company. Hence your Directors have not constituted the Corporate SocialResponsibility (CSR) Committee.
30. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:
All related party transactions are in the ordinary course of business and at arm'slength basis which are not material in nature. All related party transactions are withthe approval of the Audit Committee and periodically placed before the Board for review.
There were no materially significant transactions with Related Parties during thefinancial year 2019-20 which were in conflict with the interest of the Company andaccordingly no disclosure is made in respect of related party transactions. Suitabledisclosures as required under AS-18 have been made in the Notes to the financialstatements.
31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:
Your Company does not have any activity relating to conversion of energy or technologyabsorption.
32. FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the period under review there was no foreign exchange earnings or out flow.
33. DETAILS OF SUBSIDIARY COMPANIES/JOINT VENTURE:
During the year under review no Company has become or ceased to be a Subsidiary/JointVenture/ Associate Company of your Company.
34. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 forms partof this Annual Report and is annexed herewith and marked as Annexure II.
35. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 regarding remuneration of Directors Key Managerial Personnel and otherrelated disclosures is given as "Annexure III" to this report.
Information required under Rule 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 viz Details of Top ten employees of theCompany in terms of remuneration drawn during 2019-20 is not applicable as none of theemployee is drawing remuneration in excess of the limits specified in the said Rule 5(2).
36. INSTANCES OF FRAUD IF ANY REPORTED BY THE AUDITORS:
There have been no instances of fraud reported by the Auditors under Section 143(12) ofthe Companies Act 2013.
37. SECRETARIAL STANDARDS:
The Company complies with the Secretarial Standards issued by the Institute of CompanySecretaries of India which are mandatorily applicable to the Company.
38. DISCLOSURE OF MAINTENANCE OF COST RECORDS:
Maintenance of cost records as specified by the Central Government under sub-section(1) of section 148 of the Companies Act 2013 is not applicable to the Company.
39. PREVENTION OF INSIDER TRADING:
The Company has ensured the compliance of Prevention of Insider Trading with a view toregulate trading in securities by the Directors and designated employees of the Company.The Company is in process to adopt the Code of Conduct for prevention of Insider Trading.
40. OTHER DISLOSURES
(i) Your Company has not issued any shares with differential voting.
(ii) There was no revision in the financial statements.
(iii) Your Company has not issued any sweat equity shares.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous co-operation and assistance.
| ||For and on Behalf of the Board of Director |
|Place :Mumbai ||Prataprai G Davda |
|Date :13th November 2020 ||Chairman |
| ||DIN-01149981 |