The Members of
KIDUJA INDIA LIMITED
Your Directors have pleasure in presenting the 35th Annual Report of KidujaIndia Limited (the Company) on the business and operations for the FinancialYear ended 31st March 2021.
1. Business Overview / State of Companys affairs
During the year under review the Company have incurred loss of Rs.34000.53 thousandsas against profit Rs.43249.61 thousands for the previous year ended on 31stMarch 2020.
2. Financial Performance
The financial performance of the company for the financial year ended 31stMarch 2021 is summarized below:
Rs. in Thousands
|Particulars ||For the year ended March 31 2021 ||For the year ended March 31 2020 |
|Revenue from Operations ||- ||- |
|Other Income ||- ||- |
|Total Revenue ||- ||- |
|Less: Expenses ||(34000.53) ||(4269.19) |
|Profit / (Loss) before Tax & Exceptional Item ||(34000.53) ||(4269.19) |
|Exceptional item ||- ||47508.43 |
|Profit / (Loss) before Tax ||(34000.53) ||43239.24 |
|Less: Tax Expenses ||- ||(10.37) |
|Profit / (Loss) after tax ||(34000.53) ||43249.61 |
|Other Comprehensive Income ||- ||- |
|Total Comprehensive Income for the Year ||(34000.53) ||43249.61 |
The Covid-19 crisis has caused a slowdown to the whole country and there is no denyingto say it has not impacted the business operation of the Company. Due to highly volatilemarket considering the subsisting situation our Company had incurred a loss on Trading inDerivatives of Rs.30584.23 thousands.
In view of the losses incurred during the period under review the Directors do notrecommend any dividend.
4. Transfer to Reserves
In view of the loss no amount is being transferred to General Reserve during the yearunder review.
5. Holding Subsidiary and Associate Company
During the year under review the Company did not have any Holding SubsidiaryAssociate and Joint Venture Company and there were no companies which became or ceased tobe the Companys Subsidiary Joint Venture or Associate Company; accordinglyreporting on the highlights of performance of Subsidiaries Associates and Joint Venturecompanies and their contribution to the overall performance of the Company during theperiod under report is not required to be made.
6. Revision of Financial Statements
There was no revision of the financial statements pertaining to previous financialyears during the year under review.
The Company has not accepted any deposits within the directives issued by the ReserveBank of India (RBI) and under Section 73 of the Companies Act 2013 and the Companies(Acceptance of Deposits) Rules 2014 during the year ended 31st March 2021 andaccordingly no amounts on account of principal or interest on public deposits wereoutstanding as on 31st March 2021.
8. Directors and Key Managerial Personnel
As on 31st March 2021 the Board of the Company comprises the belowmentioned 4 (Four) Directors:
|Name ||DIN ||Designation |
|1. Mr. Ashish D. Jaipuria * ||00025537 ||Chairman and Managing Director |
|2. Mrs. Archana A Jaipuria ** ||00025586 ||Non-Executive Woman Director |
|3. Mr. OmPrakash Agarwal # ||00671355 ||Independent Director |
|4. Mr. Samir Sanghai ## ||02469690 ||Independent Director |
* Mr. Ashish D. Jaipuria was appointed as Chairman and Managing Director of the Companyfor a term of 3 (three) years i.e. from 1st July 2020 till 30th June2023 by the Board of Directors at their Meeting held on 30th June 2020 subjectto the Members approval taken at the Annual General Meeting held on 30thDecember 2020.
** In terms of Section 152(6) of the Act read with the Articles of Association of theCompany Mrs. Archana A Jaipuria Director being longest in office shall retire byrotation and being eligible has offered herself for reappointment at the ensuing AnnualGeneral Meeting of the Company.
# Mr. OmPrakash Agarwal was re-appointed as an Independent Director for a second termof 5 (five) years i.e. from 1st April 2020 to 31st March 2025 videSpecial resolution passed by the Members at the Annual General Meeting held on 30thDecember 2020.
Mr. Omprakash Agarwal has resigned as an Independent Director of the Company witheffect from the close of the business hours of 30th July 2021 due to hisadvancing age. The Board places on record its sincere appreciation of the valuablecontribution made by him to the Company.
## Mr. Samir Sanghai was re-appointed as an Independent Director for a second term of 5(five) years i.e. from 1st April 2020 to 31st March 2025 videSpecial resolution passed by the Members at the Annual General Meeting held on 30thDecember 2020.
Subsequent to 31st March 2021 the following are the changes in the Board ofthe Directors of the Company:
Appointment of Mr. Ujjval Jaipuria on Board as an Additional Non-Executive Director ofthe Company with effect from 30th July 2021 Appointment of Mr. Kushal Jaipuriaon Board as an Additional Non-Executive Director of the Company with effect from 30thJuly 2021. Appointment of Mr. Vivek Tekriwal as an Additional Director in IndependentCapacity for a term of 5 years i.e. from 01st August 2021 to 31stJuly 2026.
The appointment of Mr. Ujjval Jaipuria and Mr. Kushal Jaipuria as Non-ExecutiveDirectors and Mr. Vivek Tekriwal as a Non-Executive Independent Director of the Companyforms part of the notice of the forthcoming Annual General Meeting and the Resolution isrecommended for Members approval. A brief profile of Mr. Ujjval Jaipuria Mr. KushalJaipuria and Mr. Vivek Tekriwal has also been included in the notice convening the ensuingAnnual General Meeting of the Company.
Based on the declarations and confirmations received in terms of the provisions ofSection 164 of the Companies Act 2013 none of the Directors on the Board of your Companyare disqualified / debarred from securities market from being appointed / continued asDirectors.
Pursuant to the provisions of Section 203 of Companies Act 2013 Mr. Darshan KumarJain is Chief Financial Officer (Key Managerial Personnel) of the Company as on the dateof this Report.
There was no change in the Key Managerial Personnel during the year under review.
9. Statement on Declaration given by Independent Directors
In terms of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules2014 every individual who is being appointed as Independent Director or who intends to getappointed as an independent need to apply to the institute for inclusion of his name inthe data bank.
In this regard declarations were received from Mr. OmPrakash Agarwal Mr. SamirSanghai and Mr. Vivek Tekriwal Independent Directors of the Company confirming that theymeet the criteria of independence as specified in Section 149(6) and Section 149(7) of theCompanies Act 2013.
The Board of the Company also conclude its overall satisfaction on the integrityexpertise and experience of the independent Directors of the Company.
10. Annual Evaluation of the performance of the Board its committees and of individualdirectors
The Board of Directors at their Meeting held on 27th May 2021 carried outthe annual evaluation of its own performance as well as the evaluation of the working ofits committees and individual Directors including Chairman of the Board for the FinancialYear 2020-21 and expressed its satisfaction as to their performance.
This exercise was carried out through a structured questionnaire prepared separatelyfor Board Committees and individual Directors. The questionnaire for Board evaluationwas prepared taking into consideration various aspects of the Boards functioningsuch as adequacy of the composition and role of the Board Board meeting and reportingprocess effectiveness of strategies risk management systems external relationshipsethics and governance framework. Committee performance was evaluated based on itscomposition effectiveness of committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors based on criteria such as the contribution of the individual directorto the board and committee meetings like preparedness on the issues to be discussedmeaningful and constructive contribution and inputs in meetings etc.
In a separate meeting of the Independent Directors the performance of Non-IndependentDirectors the Board as a whole and of the Chairman was evaluated considering the viewsof Executive Director and Non-Executive Directors. Performance evaluation of both theIndependent Directors was carried out by the entire Board excluding the IndependentDirector being evaluated.
11. Significant and Material Orders passed by the Regulators or Courts or Tribunals
There were no significant material orders passed by the Regulators or Courts ortribunals which would impact the going concern status of the Company and its futureoperations.
12. Material Changes and Commitments affecting the financial position of the company
There were no material changes and commitments that would affect financial position ofthe Company from the end of the financial year of the Company to which the financialstatements relate and the date of the Directors Report.
13. Change in nature of business if any
During the year under review there has not been any change in the nature of thebusiness of the Company.
14. Conservation Of Energy Research and Development Technology Absorption and ForeignExchange Earnings & Outgo
Conservation of Energy
As required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 the Company has taken necessary steps in minimizingthe usage of energy to the extent possible to reduce the cost of energy.
Research & Development and Technology Absorption
Since the Company is operating in Service Sector provisions of Research &Development and Technology Absorption are not applicable to the company.
Foreign Exchange Earnings and Outgo
The Company has no foreign exchange earnings and outgo.
15. Particulars of Employees pursuant to Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 A statement giving particulars ofemployees pursuant to Rule 5(2) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is enclosed to this Report as Annexure A appended heretoand forms part of this report.
16. Board Meetings
The Board generally meets 4-6 times during the year. All the meetings are conducted asper designed and structured agenda. All agenda items are backed by necessary supportinginformation and documents to enable the board to take informed decisions. Adequate noticeis given to all Directors to schedule the Board Meetings. Agenda and detailed notes onagenda are sent in advance.
The Company held a minimum of one board meeting in every quarter with a gap notexceeding 120 days between two board meetings. During the year ended 31st March2021 6 (six) Board Meetings were held the details of which is as under:
Board Meetings held during the Year
|Dates on which the Board Meetings were held ||Total Strength of the Board ||No of Directors Present |
|1. 30th June 2020 ||4 ||4 |
|2. 04th September 2020 ||4 ||4 |
|3. 14th September 2020 ||4 ||4 |
|4. 10th November 2020 ||4 ||4 |
|5. 11th February 2021 ||4 ||4 |
|6. 22nd March 2021 ||4 ||4 |
Attendance of Directors at Board Meetings and Annual General Meeting
| || || |
Attendance at the Board Meetings held on
| ||AGM held on |
|Name of the Director ||30th June 2020 ||04th September 2020 ||14th September 2020 ||10th November 2020 ||11th February 2021 ||22nd March 2021 ||30th December 2020* |
|Mr. Ashish D. Jaipuria || || || || || || || |
|Mrs. Archana A. Jaipuria || || || || || || || |
|Mr. OmPrakash Agarwal || || || || || || || |
|Mr. Samir Sanghai || || || || || || || |
*During the year under review the Company held 34th Annual General meetingon 30th December 2020 pursuant to ROC order dated 8th September 2020whereby the extension to hold the Annual General meeting till 31st December2020 was given to all Companies.
17. Share Capital
The Authorised Share Capital of the Company is Rs.17500 thousands divided into1750000 Equity Shares of Rs.10 each and the Subscribed and Paid-up Share Capital of theCompany is Rs.17150 thousands divided into 1715000 Equity Shares of Rs.10 each.
During the year ended 31st March 2021 there has been no change in the sharecapital of the Company.
The Company has not allotted any shares bonus shares equity shares with differentialrights nor granted stock options nor issued sweat equity during the financial year endedon 31st March 2021.
The Company does not have a Scheme of ESOP and accordingly disclosure under Section67(3) of the Companies Act 2013 in respect of voting rights not exercised directly by theemployees in respect of shares to which the scheme relates is not required to be made.
Mr. Ashish D. Jaipuria Managing Director of the Company holds 1115000 (65.01%)equity shares of the Company.
18. Particulars of contracts or arrangements with Related Parties
In accordance with the provisions of section 188 of the Companies Act 2013 and rulesmade thereunder the transactions entered with related parties are in the ordinary courseof business and on an arms length pricing basis the details of which are providedunder Note 22 forming part of the audited financial statements for the year ended 31stMarch 2021.
19. Particulars of Investments Loans and Guarantees under Section 186 of the CompaniesAct 2013
As the Company is a Non-Banking Financial Company registered with the RBI theprovisions of Section 186 except sub-section (1) regarding particulars of the investmentmade shall not apply to the Company pursuant to Section 186(11) of the Companies Act2013.
The Company has not advanced any loans or given any guarantee or security which iscovered under Section 186 of the Companies Act 2013.
20. Internal Control Systems and their adequacy:
Your Company has proper and adequate systems documented polices defined authoritymatrix and internal controls to ensure efficiency of operations compliance with internalsystems / policies and applicable laws.
All audit observations and follow up actions thereon are reported to the AuditCommittee of the Board. The Audit Committee reviews and evaluates adequacy andeffectiveness of the Companys internal control environment and monitors theimplementation of audit recommendations. The Board of Directors are of the view that yourCompanys internal control systems are commensurate with the nature of its businesssize and complexity of its operations.
The internal control systems / policies of your Company are supplemented with regularreviews by the management and checks by internal auditors. The main function of theInternal Auditors is to provide to the Audit Committee and the Board of Directors anobjective assurance of the adequacy and effectiveness of the organizations riskmanagement control and governance process. The Audit Committee periodically reviewsvarious risks associated with the business of the Company and ensure that they have anintegrated view of risks faced by the Company.
21. Adequacy of Internal Financial Controls related to financial statements
The Company has in place adequate Internal Financial Controls related to FinancialStatements. The Companys Internal Financial Controls are commensurate with the sizenature and operations of the Company.
22. Transfer of amounts to Investor Education and Protection Fund
There are no amounts due and outstanding to be credited to Investor Education andProtection Fund as of 31st March 2021.
23. Statutory Auditors
M/s. Bagaria & Co. LLP Chartered Accountants (Firm RegistrationNo.113447W/W-100019) were appointed as Statutory Auditors of the Company at the AnnualGeneral Meeting held on 5th September 2017 for a period of 5 years subject toratification at every Annual General Meeting.
However as per Companies (Amendment) Act 2017 ratification by members at AGM hasbeen omitted.
M/s. Bagaria & Co. LLP Chartered Accountants have furnished a certificate of theireligibility and consent under Section 141 of the Companies Act 2013 and the Rules framedthereunder for the Financial Year 2021-22.
The Observations raised by Statutory Auditors in their Audit Report are as under:
The financial statements indicates that the Companys net worth has fully erodedand the Companys current liabilities exceeded its total assets. These events orconditions along with other matters as set forth in the said indicate that a materialuncertainty exists that may cast significant doubt on the Companys ability tocontinue as a going concern.
The Management is confident of reversing the losses in the coming years with thecommitted financial support from the Promoters. The report issued by the StatutoryAuditors and Notes on Financial Statements referred to in the Auditors Report andtheir observations therein are self-explanatory and do not call for any furtherclarifications/comments.
No frauds were reported by the Auditors in their Report on the Financial Statements ofthe Company under Section 143(12) of the Companies Act 2013.
24. Secretarial Auditors
Pursuant to Section 204 of the Companies Act 2013 and Rule 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board has appointedM/s. Pradeep Purwar & Associates Practising Company Secretary to conduct SecretarialAudit for the financial year 2020-21. Your Company has provided all assistance andinformation to the Secretarial Auditors for conducting their audit. The Secretarial AuditReport for the financial year ended 31st March 2021 is annexed herewith andmarked as Annexure B to this Report.
The Managements reply to the observations raised in the Secretarial Audit Reportare as under:
|Observations ||Managements Reply |
|1.(a) Non-compliance under Section 203 of the Act with respect to the appointment of Company Secretary. ||Considering the size and operations of the Company the Company is unable to find a suitable candidate for appointment as Company Secretary. |
|(b) Non-compliance under Section 91 of the Act with respect to publication of notice of book closure in the newspaper. ||Publication of advertisement of notice of book closure in the newspaper was inadvertently missed out by the Company. |
|(c) Non-compliance under Rule 20 Companies (Management and Administration) Rules 2014 of the Act with respect to the publication of advertisement of Notice of AGM in the newspaper. ||Publication of advertisement of Notice of AGM in the newspaper was inadvertently missed out by the Company. |
|(d) Non-filing of e-Form INC- 22A (ACTIVE) as prescribed under Rule 25A of Companies (Incorporation) Rules 2014 as amended. ||The Company is unable to find a suitable candidate for appointment as Company Secretary and hence e-form INC- 22A (ACTIVE) cannot be filed |
|2. Non-compliance of regulations 6 46 and 47 of SEBI (LODR) Regulations 2015 ||The Company will ensure compliance with LODR Regulations in future. |
|3. Net Owned Fund of the Company is reduced below Rs. 2 Crores ||The accumulated losses have increased by Rs.34000.53 thousands due to loss incurred during the current year |
25. Policies Charters and Code of Conduct of the Company
During the year under review the Company has continued with the existing statutorypolicies Charters and Code of Conduct as required in terms of provisions of CompaniesAct 2013 RBI Act 1934 and SEBI Act 1992 and rules and regulations made thereunder asamended from time to time.
26. Audit Committee
Pursuant to Section 177 of the Companies Act 2013 the Audit Committee of the Companycomprised of the following members as on 31st March 2021:
1. Mr. OmPrakash Agarwal (Chairperson) Independent Director
2. Mr. Ashish D. Jaipuria (Member) Managing Director
3. Mr. Samir Sanghai (Member) Independent Director
All the recommendations made by the Audit Committee were accepted by the Board.
The Committee held 6 (Six) meetings during the financial year 2020-21 on 30thJune 2020 4th September 2020 14th September 2020 10thNovember 2020 11th February 2021 and 23rd March 2021
Attendance of members at Audit Committee Meetings
| || || || |
Attendance at the meetings held on
| || |
|Name of the Member ||30th June 2020 ||04th September 2020 ||14th September 2020 ||10th November 2020 ||11th February 2021 ||23rd March 2021 |
|Mr. OmPrakash Agarwal || || || || || || |
|Mr. Ashish D. Jaipuria || || || || || || |
|Mr. Samir Sanghai || || || || || || |
27. Nomination and Remuneration Committee
Pursuant to Section 178(1) of the Companies Act 2013 the Nomination & RemunerationCommittee (NRC) comprised of the following members as on 31st March 2021:
1. Mr. OmPrakash Agarwal (Chairman) Independent Director
2. Mr. Samir Sanghai (Member) Independent Director
3. Mrs. Archana A. Jaipuria (Member) Non-executive Director
During the year under review the Committee held 1 (One) meeting on 30thJune 2020. All the members of the committee were present at the meeting.
28. Stakeholders Relationship Committee
Pursuant to Section 178(5) of the Companies Act 2013 the StakeholdersRelationship Committee comprised of the following members as on 31st March2021:
1. Mr. Samir Sanghai (Chairman) Independent Director
2. Mr. OmPrakash Agarwal (Member) Independent Director
3. Mr. Ashish D. Jaipuria (Member) Managing Director
The Committee held 1 (One) meeting on 30th June 2020 and all the members ofthe committee were present at the said meeting.
29. Vigil Mechanism
In terms of Section 177(9) and Section 177(10) of the Companies Act 2013 read with therules made there under the Company has adopted a Whistle Blower Policy and hasestablished the necessary vigil mechanism for Directors employees and externalstakeholders to approach the Chairman of the Audit Committee of the Company and to reportgenuine concerns about unethical behaviour actual or suspected fraud or violation of theCompanys code of conduct and provide adequate safeguards against victimization ofWhistle Blower who avails of such mechanism. None of the Whistle Blowers have been deniedaccess to the Audit Committee.
30. Investment Policy
The Board has framed the Investment Policy of the Company in terms of the RBI MasterCircular DNBS (PD) CC No. 380/03.02.001/2014-15 dated 1st July 2014 whichincludes criteria to classify the investments into current and long-term investmentsgrouping of quoted current investments for the purpose of valuation valuation of unquotedequity shares preference shares government securities units of mutual funds commercialpapers long term investments etc.
31. Risk Management Policy
The Board of the Company has adopted the Risk Management Policy to assess monitor andmanage risk throughout the Company.
Risk is an integral part of the Companys business and sound risk management iscritical to the success of the organization.
32. Details of policy developed and implemented by the Company on its Corporate SocialResponsibility initiatives
The provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 were not applicable to your Companyduring the financial year 2020-21.
33. Remuneration Policy for Directors Key Managerial Personnel and Other Employees.
The Nomination and Remuneration Committee has formulated criteria for determiningqualifications positive attributes and independence of directors. The Company has put inplace appropriate policy on Directors appointment and remuneration and other mattersprovided in Section 178(3) of the Companies Act 2013 which has been disclosed in theAnnexure C which forms part of this Report.
34. 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(5) of the Companies Act 2013:
(i) that in the preparation of the annual financial statements for the year ended 31 stMarch 2021 the applicable accounting standards have been followed along with properexplanation relating to material departure;
(ii) that appropriate accounting policies have been selected and applied consistentlyand have made judgments and estimates that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at the end of the financial yearand of the profit of the Company for that year;
(iii) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(iv) that the annual accounts have been prepared on a going concern basis;
(v) that internal financial controls have been laid down to be followed by the Companyand that such internal financial controls are adequate and were operating effectively; and
(vi) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
35. Maintenance of Cost Records
The provisions of maintenance of cost records under sub section (1) of Section 148 ofthe Act is not applicable to the Company under the Companies (Cost Record and Audit)Rules 2014.
36. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
The Company has Zero tolerance for Sexual harassment at Workplace. Appropriatereporting mechanisms are in place for ensuring protection against sexual harassment andright to work with dignity.
Internal Complaints Committee was not required to be constituted since the Company doesnot have more than ten employees and no cases in the nature of sexual harassment werereported to Local Complaints Committee at any workplace of the Company during thefinancial year 2020-21.
37. Compliance with Secretarial Standards
The Company has generally complied with Secretarial standards i.e. SS-1 and SS-2relating to Meetings of the Board of Directors and GeneralMeetings respectively s pecified by the Institute of Company Secretaries of Indiaunder Section 118 of the Companies Act 2013.
Your Directors are happy to place on record their sincere appreciation to the variousCentral and State Government Departments Organizations and Agencies for the continuedhelp and co-operation extended by them. The Directors also gratefully acknowledge allstakeholders of the Company viz. employees members customers dealers vendors banksand other business partners for their unstinted commitment and continued support andcontribution to the Company.
| ||For and on behalf of Board of Directors |
| ||Sd/- ||Sd/- |
| ||Ashish D. Jaipuria ||Archana A. Jaipuria |
|Place: Mumbai ||Managing Director ||Director |
|Date: 30th July 2021 ||DIN: 00025537 ||DIN: 00025586 |