Maa Jagdambe Tradelinks Ltd.
|BSE: 511082||Sector: Others|
|NSE: N.A.||ISIN Code: INE403N01029|
|BSE 00:00 | 04 Mar||Maa Jagdambe Tradelinks Ltd|
|NSE 05:30 | 01 Jan||Maa Jagdambe Tradelinks Ltd|
|BSE: 511082||Sector: Others|
|NSE: N.A.||ISIN Code: INE403N01029|
|BSE 00:00 | 04 Mar||Maa Jagdambe Tradelinks Ltd|
|NSE 05:30 | 01 Jan||Maa Jagdambe Tradelinks Ltd|
Maa Jagdambe Tradelinks Limited
Your Directors have pleasure in presenting their Thirty Seventh Annual Report onthe business and operations of the Company together with the Audited Statement of Accountsof the Company for the year ended on 31st March 2022.
1. Financial Highlights:
The financial results are summarized below:
(Amount in hundreds)
2. Financial Performance:
It has been a very tough year globally with the pandemic and the various lockdowns. Wepray that all our shareholders their families the company's board of directors and allthe staff of Maa Jagdambe Tradelinks Limited (hereinafter referred to as theCompany') are safe and continue to stay healthy.
It has been a difficult year for the company too as we had to manage with minimalstaff. I would like to take the opportunity here itself to thank our staff for being extracooperative and attending office in these trying times. It was a major turnaround year forthe markets.
The Company did not earn any revenue since last two years. The Company's expenses werereduced from Rs. 11.88 lakh to Rs.0.84 lakh. Since there was no income the Company faced aloss of Rs. 0.84 lakh. The Company is trying hard to grab the market opportunities andmake it into a profit making Company.
3. The Covid Pandemic:
Financial Year 2021-2022 was once again dominated by the COVID-19 pandemic as new wavesof infection swept across countries. In India the second wave (called Delta')proved far more deadly than the first that struck in 2020. The advent of the highlytransmissible variant Omicron' in early January 2022 (the third wave) spread muchdread across the world. During this wave India's daily number of reported cases peaked tonearly 350000 on January 20 2022 and the active case load was over 22 million as onJanuary 23 2022.
Fortunately while highly transmissible Omicron was not as clinically deadly as Delta.So while many got infected almost all got well again within a week or so withouthospitalization and mortality. The impact of the second and third wave of the pandemic onthe performance of the Company and measures adopted to steer through this continuingcrisis have been discussed in detail in Management Discussion and Analysis
4. Dividend & Reserves:
Your Directors abstain from declaring any dividend for the year and no amount of profitearned during the year was transferred to General Reserve.
5. Management Discussion & Analysis:
There is no material change between the end of the financial year and the date of thereport which may affect the financial position of the Company. Management Discussion &Analysis report is being given under Corporate Governance Report.
6. Listing with Stock Exchanges:
At Present the Equity shares of the Company are listed at BSE Ltd. Due to some suomotto surveillance measures taken by BSE the trading in the shares of the Company issuspended w.e.f. 27.08.2015.
7. Dematerialization of Shares:
99.90% of Company's paid up Equity Share Capital is in dematerialized form as on 31stMarch 2022 and the balance 0.10% is in physical form. The Company's Registrar andTransfer Agent is M/s. Purva Shareregistry (India) Private Limited having their registeredoffice at Unit No.9 Shiv Shakti Industrial Estate Gr Floor J R Bhoncha Marg LowerParel Mumbai - 400 011.
8. Internal Financial Controls:
The Board of Directors of our Company have adopted policies and procedures for ensuringthe orderly and efficient conduct of its business including adherence to your Company'spolicies safeguarding of its assets prevention and detection of frauds and errorsaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
9. Finance & Accounts:
The Company is required to prepare financial statements under Indian AccountingStandards (Ind AS) prescribed under Section 133 of the Companies Act 2013 read with Rule3 of the Companies (Indian Accounting Standards) Rules 2015. The estimates and judgmentsrelating to financial statements are made on prudent basis so as to reflect in a true andfair manner the form and substance of transactions and reasonably present the Company'sstate of affairs and profit for the Financial Year 2021 -2022.
10. Subsidiaries Joint Ventures and Associates Companies:
The Company does not have any Subsidiary/ Joint Ventures/ Associate Companies.
The Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 read with the Companies (Acceptance of Deposits) Rules 2014.
12. Statutory Auditors:
The members of the Company at 34th AGM held on 30th September2019 had appointed M/s. Satya Prakash Natani & Co. (having Firm Registration No.115438W) Chartered Accountants Mumbai as the Statutory Auditors of the Company for aterm of 4 years and accordingly they hold their office till the conclusion of AnnualGeneral Meeting to be held in the year 2023.
The Auditors' Report is unmodified i.e. it does not contain any qualificationreservation or adverse remark or disclaimer.
13. Secretarial Auditors:
Pursuant to the provisions of section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board has appointed M/s. NiteshChaudhary & Associates Practicing Company Secretary Mumbai as the SecretarialAuditors of the Company to undertake secretarial audit of the Company. The SecretarialAudit Report of the Company for the financial year ended March 31 2022 is annexed to thisreport as Annexure A. As regards remarks of the Secretarial Auditors we submit that dueto ongoing Covid-19 Pandemic the Company could not find suitable candidate for Whole-timeCompany Secretary cum Compliance Officer.
14. Internal Auditors:
The internal audit function provides an independent view to the Board of Directors theAudit Committee and the Senior Management on the quality and efficacy of the internalcontrols governance systems and processes.
15. Annual Return:
A copy of Annual Return as provided under section 92(3) of the Companies Act 2013 readwith Rule 12 of the Companies (Management and Administration) Rules 2014 in theprescribed form which will be filed with the Registrar of Companies /MCA.
16. Particulars Regarding Conservation of Energy Technology Absorption:
Section 134(3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies(Accounts) Rules 2014 requires disclosure of particulars regarding conservation of Energyand Technology absorption. The Company is not having manufacturing facilities of its own;therefore information required under this clause is not applicable to the Company.
17. Foreign Exchange Earnings / Outgo:
The Company has neither incurred any expenditure nor earned any income in foreignexchange.
18. Corporate Social Responsibility (CSR):
The Company does not fall under the prescribed class of companies' u/s 135(2) of theCompanies Act 2013 read with Rule 8 of the Companies (Corporate Social Responsibility)Rules 2014. Hence CSR is not applicable to the Company.
19. Human Resources:
The Company firmly believes that Human Capital is its most important asset. DuringCOVID19 pandemic the health safety and wellbeing of the employees and their familiesremained our top priority. The Company has embarked on its journey of "Happiness atthe workplace" which has helped to look at employee engagement in a more holisticway.
20. Meetings of the Board:
The Board of Directors duly met 6 (Six) times during the financial year the details ofthe same are being given in the Corporate Governance Report. The intervening gap betweenthe two consecutive meetings was within the period as prescribed under the Companies Act2013.
21. Disqualification of Directors:
During the year the Company has received Form DIR-8 from all Directors as requiredunder the provisions of Section 164(2) of the Companies Act 2013 read with Companies(Appointment and Qualification of Directors) Rules 2014 that none of the Directors ofyour Company is disqualified to hold office as director and debarred from holding theoffice of a Director.
22. Directors and Key Managerial Personnel:
(i) Appointment of Additional Directors:
(a) Mr. Bhavesh Trivedi (holding DIN 09216039) was appointed as an Additional Directorw.e.f. 4th September 2021. Subsequently the members of the Company at theirmeeting held on 30th September 2021 appointed Mr. Mr. Bhavesh Trivedi as aDirector of the Company.
(b) Mr. Sanjay Trivedi (holding DIN 09216074) was appointed as an Additional Directorw.e.f. 4th September 2021. Subsequently the members of the Company at theirmeeting held on 30th September 2021 appointed Mr. Mr. Bhavesh Trivedi as aDirector of the Company.
(ii) Resignation of Whole-time Director:
Mr. Pawankumar Choudhary (holding DIN 03125806) resigned from the position ofWhole-time Director of the Company with effect from the close of business hours of 1stNovember 2021.
(iii) Resignation of Chief Financial Officer (CFO):
Mr. Kailash Laxmi Narayan Bhageria (having PAN AAQPB6321H) resigned from the post ofChief Financial Officer (CFO) of the Company with effect from 27th May 2022.
(iv) Appointment of Directors retiring by rotation:
Mr. Bhavesh Trivedi (holding DIN 09216039) Director of the Company will retire byrotation at the ensuing Annual General Meeting and being eligible offers himself forreappointment.
(v) Declaration by Independent Directors:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 and Regulation 16(1)(b) of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.
23. Vigil Mechanism:
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 readwith Section 177(10) of the Companies Act 2013 ("Act") and Regulations 22 ofthe Listing Regulations our Company has adopted a Vigil Mechanism Framework("Framework") The objective of the Framework is to establish a redressal forumwhich addresses all concerns raised on questionable practices and through which theDirectors and employees can raise actual or suspected violations. The mechanism framed byour Company is in compliance with requirement of the Act.
24. Particulars of Loans Guarantees or Investments:
Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are as set out in the notes to the accompanying financialstatements of your Company.
25. Nomination and Remuneration Policy:
The Nomination & Remuneration Committee of the Board of Directors has adopted apolicy which deals with the manner of selection and appointment of Directors SeniorManagement and their remuneration. The policy is in compliance with the provisions ofSection 178(3) of the Companies Act 2013.
26. Related Party Transactions:
Contracts/arrangement/transactions entered by the Company during Financial Year2021-2022 with related parties were in compliance with the applicable provisions of theAct and SEBI Listing Regulations. All related party transactions entered during FinancialYear 2021-2022 were on arm's length basis and no materially significant related partytransactions made by the Company with Promoters Directors Key Managerial Personnel orother designated persons which may have a potential conflict with the interest of theCompany. None of the Directors have any pecuniary relationships or transactions vis-a-visthe Company. There were no transaction requiring disclosure under section 134(3)(h) of theAct. Hence the prescribed Form AOC-2 does not form a part of this report.
27. Risk Management:
The Company has long been following the principle of risk minimization as its norm inevery industry. In accordance with Regulation 21 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardmembers were informed about risk assessment and minimization procedures after which theBoard formally adopted steps for framing implementing and monitoring the risk managementplan for the Company. As a matter of policy these risks are assessed and appropriatesteps are taken to mitigate the same.
During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
29. Significant and Material Orders Passed by the Regulators or Courts:
During Financial Year 2021-2022 there were no significant and material orders passedby Regulators or Courts or Tribunal impacting the going concern status of the Company andits future operations.
30. Material changes and commitments:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relateson the date of this report.
31. Board Evaluation:
The Nomination and Remuneration Policy of our Company empowers the Nomination andRemuneration Committee to formulate a process for effective evaluation of the performanceof Individual Directors Committees of the Board and the Board as a whole. The Board ofDirectors formally assess their own performance based on parameters which inter-aliainclude performance of the Board on deciding long term strategies rating the compositionand mix of Board members discharging of governance and fiduciary duties handlingcritical and dissenting suggestions etc.
The parameters for performance evaluation of our Directors include contributions madeat the Board meeting attendance instances of sharing best and next practices domainknowledge vision strategy engagement with senior management etc. The Chairperson of therespective Committees based on feedback received from the Committee members on the outcomeof performance evaluation exercise of the Committee share their report to the Board ofDirectors. The Independent Directors at their separate meeting review the performance ofnon-independent directors and the Board as a whole. Based on the outcome of theperformance evaluation exercise areas for further development are identified for theBoard to engage itself with and the same would be acted upon. The details of theevaluation process are set out in the Corporate Governance Report which forms a part ofthis Annual Report.
32. Audit Committee:
The Audit Committee is comprised of three directors. The composition of the AuditCommittee is as follows:
*Upto 01-11-2021 #From 13-11-2021
All the recommendations made by the Audit Committee were accepted by the Board.
33. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is comprised of three directors. Thecomposition of the Remuneration Committee is as follows:
Upto 01-11-2021 #From 13-11-2021
All the recommendations made by the Nomination and Remuneration Committee were acceptedby the Board.
34. Corporate Governance:
Corporate Governance essentially involves balancing the interests of variousstakeholders of the Company such as shareholders management customers suppliersfinancers and the government. It entails managing business with accountability to andresponsibility towards the shareholders and making accurate adequate and timelydisclosures of relevant information. It includes the processes through which theorganization's objectives are set and pursued in the context of the social regulatory andmarket environment. A report on Corporate Governance is appended as an annexure to thisreport.
35. Business responsibility and sustainability Report ('BRSR'):
Pursuant to amendment in SEBI Listing Regulations top 1000 listed entities based onmarket capitalization are required to submit a BRSR with effect from the FY2023. Howeverin the Financial Year 2021-2022 the Company does not fall under that category. Hencesubmission of the said report is not required.
36. Secretarial Standards of ICSI:
The Company has complied with the requirements prescribed under the SecretarialStandards on meetings of the Board of Directors (SS-1) and General Meetings (SS-2) readwith the MCA circulars.
37. Ratio of Remuneration:
The information pursuant to the provisions of Section 197(12) of the Companies Act2013 read with Rule 5(1) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company and Directors is furnishedhereunder:
(Amount in hundreds)
The particulars of the employees as required under Rule 5(2) and rule 5(3) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are not applicable tothe Company as none of the employees of the Company was in receipt of remuneration asprescribed under the said Rules.
38. Share Capital:
A) Buy Back of Securities
The Company has not bought back any of its securities during the year.
B) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year.
C) Bonus Shares
No Bonus Shares were issued during the year.
D) Employees Stock Option Plan
The Company has not provided any stock option plan during the year.
39. Directors Responsibility Statement:
According to the provisions of section 134(3)(c) of the Companies Act 2013 thedirectors confirm that:
a) in the preparation of annual accounts for the financial year ended 31st March 2021the applicable accounting standards read with requirements set out under Schedule III tothe Act have been followed and there are no material departures from the same;
b) the accounting policies as selected are consistently applied and made judgements andestimates that are reasonable and prudent manner so as to ensure true and fair view of thestate of affairs of the Company as at 31st March 2022 and of the loss of theCompany for the year ended on that date;
c) adequate accounting records are maintained in accordance with the provisions of theAct for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) financial statements have been drawn up 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 are adequate and operating effectively.
Your directors would like to place on record their gratitude for the valuable guidanceand support received from RBI SEBI Registrar of Companies BSE Limited and otherGovernment and Regulatory agencies and to convey their appreciation to the Company'scustomers bankers lenders vendors and all other business associates for theircontinuous support given by them to the Company.
The Directors also place on record their appreciation for all the employees of theCompany for the commitment team work professionalism and the resilience and dedicationdemonstrated by them during this difficult period of COVID-19 pandemic.