Matra Kaushal Enterprise Ltd.
|BSE: 526671||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE265N01030|
|BSE 00:00 | 07 Jan||Matra Kaushal Enterprise Ltd|
|NSE 05:30 | 01 Jan||Matra Kaushal Enterprise Ltd|
|BSE: 526671||Sector: Engineering|
|NSE: N.A.||ISIN Code: INE265N01030|
|BSE 00:00 | 07 Jan||Matra Kaushal Enterprise Ltd|
|NSE 05:30 | 01 Jan||Matra Kaushal Enterprise Ltd|
Your Directors are pleased to present the 28th Annual Report and the AuditedFinancial Statements for the financial year ended 31st March 2020.
The financial performance of the Company for the financial year ended March 31st2020 is summarized below:
During the year under review the company's income has increased from Rs. 99.44 Lakhs toRs.115.79 Lakhs. Further the Profit after tax has decreased from Rs.5.37 Lakhs to Rs.1.67 Lakhs
However members will notice that the company has previous years accumulated losses tothe extent of Rs. 46.50 lakhs.
Due to the conservation of profits the company has not recommended any dividend forthe year under review.
Change in the nature of business if any:
There is no change in the nature of business of the Company during the year underreview.
The Authorized Share Capital of the Company stands at Rs. 240000000 (Rupees TwentyFour Crore only) divided into 24000000 (Two crores Forty Lakhs only) Equity Shares ofRs.10/- (Rupees Ten) each.
The Paid-up Share Capital is Rs.201717850/- (Rupees Twenty Crore Fifty SeventeenLakh Seventeen Thousand and Eight Hundred and Fifty Only) divided into 20171785 (TwoCrore One Lakh Seventy- One Thousand Seven Hundred and Eighty-five Only) equity shares ofRs.10/- each
No change in the Share Capital of the Company has occurred during the year.
The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.
Subsidiary associate companies
Company do not have any subsidiary associate or Joint venture Companies.
The Company has not accepted any deposits from the public and no amount of principal orinterest on public deposits was outstanding as on the balance sheet date within themeaning of Section 73 and section 74(1) of Companies Act 2013 and Rule 2 (c) of Companies(Acceptance of Deposits) Rules 2014.
Transfer to Reserves
No amount was transferred to reserves for the year ended 31stMarch 2020since the company has incurred losses in the previous years.
Directors and Key Managerial Personnel
Relevant information on composition of the Board and number of meetings is provided inBoard of Directors' section of Corporate Governance Report which forms part of thisAnnual Report.
In compliance with Regulation 36(3) of Securities and Exchange Board of India (ListingObligations and Disclosure Requirement) Regulations 2015 brief resume of all theDirector proposed to be reappointed is attached along with the Notice of the ensuingAnnual General Meeting.
Mrs. Premlata Partani the Director of the Company is also liable to retire by rotationat the ensuing Annual General Meeting and offers herself for re-appointment.
Mr. Suresh Partani has completed his tenure as Independent Director and therefore hedeems to vacate his post as Independent Director from the company w.e.f 30/09/2020 and Mr.Muralikrishna Mohan Rao Kunapareddy were appointed as Non-Executive Independent Directoron 10th day of July 2019 and his appointment was approved by shareholders inAnnual General Meeting held on 30th September 2019.
Mr. Mohammad Kamran has tendered his resignation as Company Secretary and complianceofficer of the Company w.e.f 05th April 2019 due to personal reasons.
Declaration by Independent Directors
Pursuant to sub section (6) of Section 149 of the Companies Act 2013 and Regulation16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirement) Regulations 2015 all the Independent Directors of your Company have givendeclaration that they have met the criteria of independence as required under the Act andthe regulations.
Formal Annual Evaluation of the performance of the Board its Committees and theDirectors
Pursuant to the provisions of the Companies Act 2013 and Regulations of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board has carried outperformance evaluation taking into consideration of various aspects of the Board'sfunctioning composition of Board and its Committees execution and performance ofspecific duties obligations and governance. The Performance of evaluation of IndependentDirectors was completed. The Performance evaluation of Chairman and the Non-IndependentDirectors was carried out by the Independent Directors. The Board of Directors expressedtheir satisfaction with evaluation process.
Directors has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management Personneland their remuneration. The Remuneration Policy forms part of the Corporate GovernanceReport.
Detailed composition of the mandatory Board committees namely Audit CommitteeNomination and Remuneration Committee Stakeholders Grievances' Committee number ofmeetings held during the year under review and other related details are set out in theCorporate Governance Report which forms a part of this Report.
Number of Meetings of the Board and Audit Committee
A calendar of meetings is prepared and circulated in advance to the Directors. Duringthe year 07 Board Meetings and 04 Audit Committee Meetings were convened and held thedetails of which are given in the Corporate Governance Report.
Particulars of Loans Guarantees or Investments
The Company has not granted any loans or guarantees which are covered under theprovisions of Section 185 and 186 of the Companies Act 2013. The Company has not made anyInvestments which are covered under the provisions of Section 186 of the Companies Act2013.
Disclosure under the Sexual Harassment of Women at Workplace
In accordance with the provisions of the Sexual Harassment of Women at the workplace(Prevention Prohibition and Redressal) Act 2013 the company is required to have anAnti- sexual harassment policy though which an Internal Complaints Committee isconstituted. The said committee meets at regular intervals to redress any complaintsreceived by the committee in these lines and after due deliberation aims at disposing offthe complaints. However there has been no such complaint filed within the company tilldate.
Related Party Transactions
All Related Party Transactions are entered on Arm's Length basis and are in complianceof the Companies Act 2013 and the SEBI (LODR) Regulations.
All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on an annual basisfor the transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted are audited and a statementgiving details of all related party transactions is placed before the Audit Committee andthe Board of Directors for their approval on an annual basis.
Disclosures of transactions of the listed entity with any person or entity belonging tothe promoter/promoter group which hold(s) 10% or more shareholding in the listed entityin the format prescribed in the relevant accounting standards for annual results.
The Related Party Transaction at Arm's length basis are annexed to this report as AnnexureI.
Whistle Blower Policy / Vigil Mechanism
The Company has established a Vigil Mechanism/Whistle Blower Policy pursuant to theprovisions of Section 177(9) & (10) of the Companies Act 2013 and Regulation4(2)(d)(iv) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015which enables its directors and employees to report their concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orethics policy and provides safeguards against victimization of director(s)/employee(s)who avail of the mechanism. The Policy has been appropriately communicated to theemployees within the organization.
Director's responsibility statement
Pursuant to the requirement under Section 134 (3) (c) of the Companies Act 2013 withrespect to Directors Responsibility Statement it is hereby confirmed.
(i) That in the preparation of the accounts for the financial year ended March 31st2020 the applicable accounting standards had been followed along with proper explanationrelating to material departures.
(ii) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2020 and of the loss of the Company for the year ended on that date
(iii) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
(iv) That the Directors had prepared the accounts for the financial year ended March 31st2020 on a 'going concern' basis.
(v) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively
(vi) The Directors had devised proper systems to ensure compliance with the provisionof all applicable laws and that such systems were adequate and operating effectively.
Extract of Annual Return
The extract of Annual Return as provided under Sub-section (3) of Section 92 of theCompanies Act 2013 in the prescribed Form MGT- 9 is annexed to this report in Annexure-IIpursuant to the provisions of Section 92 read with Rule 12 of the Companies(Management and Administration) Rules 2014.
Pursuant to the provisions of Sections 139 142 and other applicable provisions ifany of the Companies Act 2013 and the Rules made thereunder the current auditors of theCompany M/s Jeedigunta & Co. Chartered Accountants were appointed by the members atthe 25thAnnual General Meeting to hold office until the conclusion of the 30thAnnual General Meeting subject to ratification by shareholders at each AGM.
Pursuant to notification issued by the Ministry of Corporate Affairs on 7thMay 2018 amending section 139 of the Companies Act 2013 and the rules framedthereunder the mandatory requirement for ratification of appointment of auditors by themembers at every Annual General Meeting ("AGM") has been omitted and hence thecompany is not proposing an item on ratification ofappointment of Auditors at this AGM.
Management Reply to Auditor's Report
During the Financial year the Company has not received the interest on Loans &Advances of Rs.13.79 crores outstanding in the books of accounts as on 31.03.2020. if thecompany has provided the interest @ 9% on loans & advances of Rs.13.79 Crores theProfit is increased by an amount of Rs.12406857/- i.e. from Profit of Rs.225373/- toProfit of Rs.12632230/-. The Management explained such that the parties to whom theInter Corporate Deposit is extended has written to company stating its inability to payInterest on ICD outstanding for F.Y.2019-20. However the said parties has assured toreturn the outstanding ICD of Rs.13.79crore during the current F.Y 2020-21. Hence thecompany thought it appropriate not to provide interest on the said ICD.
As Auditors of the Company we suggested the management to take stringent recovery stepsas the Parties to whom Advances have been extended had given similar assurance in theearlier financial year also.
The qualification of Auditors are self explanatory and does not require comments of theBoard of Directors.
Reporting of Fraud
The Auditors of the Company have not reported any frauds specified under Section143(12) of the Companies Act 2013.
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 Mr. Akhil Mittal (Membership No:ACS No 38717 CP.No.21095) Practicing CompanySecretary to undertake the Secretarial Audit of the Company. Secretarial Auditor Reportfor the year 2019-20 given by Mr. Akhil Mittal in the prescribed 'Form MR-3' is annexedto this report in Annexure -III.
The qualification mentioned in Secretarial Audit Report are self-explanatory and doesnot require comments of the Board of Directors. However the Board is taking all possiblemeasures to make all the non-compliance good mentioned in the Secretarial Audit Reportand make sure proper procedures are placed to avoid such non-compliance in future.
Company and its Management will be taking steps for Revocation of suspension of tradingand also for defreeze of demat accounts in accordance with requirements of BSE guidelines.
Adequacy of Internal Financial Controls
The Company has established and is maintaining internal controls and procedures. TheBoard of Directors have evaluated the effectiveness of the Company's internal controls andprocedures and confirm that they are adequate based on the size and the nature of itsbusiness.
The Company has a well-established system of Internal Audit which carries out audit onRisk Management framework covering all the functions.
Pursuant to Regulation 27 of the SEBI (Listing Obligation and Disclosure Requirement)Regulations 2015 a separate report on corporate governance has been included in thisAnnual Report in Annexure -IV together with a certificate from the auditors of theCompany regarding compliance of conditions of Corporate Governance the reports onManagement Discussion and Analysis and General Shareholder Information.
All Board members and senior management personnel have affirmed compliance with theCode of Conduct for the year 2019-20. A declaration to this effect signed by the Chairman& Managing Director/CEO of the Company is contained in this Annual Report.
Development and Implementation of Risk Management Policy
Information on the development and implementation of a risk management policy for theCompany including identification therein of elements of risk which in the opinion of theBoard may threaten the existence of the Company is given in the report on ManagementDiscussion and Analysis.
Management discussion and analysis report
Pursuant to Regulation 34 (2) (e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis Report is annexedas Annexure-V as a part of the Annual Report.
Corporate Social Responsibility
The provisions relating to Corporate Social Responsibility do not apply to the Company.
Conservation of Energy Technical Absorption and Foreign Exchange Earning and Outgo
The details of energy conservation technology absorption and foreign exchange earningsand outgo as required under Sec.134 (3) (m) of the Companies Act 2013 read with Rule 8(3)of the Companies (Accounts) Rules 2014 are given in the Annexure-VI forming partof this report.
Declaration about Compliance with Code of Conduct by Members of the Board and SeniorManagement Personnel
The Company has complied with the requirements about the Code of Conduct for Boardmembers and Senior Management Personnel.
Significant and material orders passed by the regulators or court
There are no significant and material orders passed by the Regulators/ Courts thatwould impact the going concern status of the Company and its future operations.
Material Changes & Commitments
The World Health Organization declared a global pandemic of the Novel Coronavirusdisease (COVID- 19) on February 11th 2020. In enforcing social distancing tocontain the spread of the disease our offices and client offices all over the world havebeen operating with minimal or no staff for extended periods of time.
To effectively respond to and manage our operations through this crisis the Companytriggered its business continuity management program. In keeping with its employee-safetyfirst approach the Company quickly instituted measures to trace all employees and beassured of their well-being. Our teams reacted with speed and efficiency and quicklyleveraged technology to shift the workforce to an entirely new work-from-home'model. Proactive preparations were done in our work locations during this transition toensure our offices and training centers were safe.
Policy changes related to working from home and IT infrastructure support were rolledout overnight to help our employees shift to this new work paradigm. Continuouscommunication on the latest updates played a key role in enabling our employees to stay ontop of the evolving situation. Several initiatives were rolled out to make teams andmanagers effective while working from different locations. The Company would implement aphased and safe return-to-work plan as and when lockdown restrictions are relaxed.
Training of independent directors
Whenever new Non-executive and Independent Directors are inducted in the Board they areintroduced to our Company's culture through appropriate orientation session and they arealso introduced to our organization structure our business constitution Boardprocedures our major risks and management strategy.
Industrial relations remand cordial throughout the year and your Directors expresstheir deep gratitude to all the employees. The Company is pursuing its policy to provide acongenial working environment at work place.
The Companys shares are listed on BSE Limited.
Transfer of Unclaimed Dividend to Investor Protection Fund
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.
Particulars of Employees
A table containing the particulars in accordance with the provisions of Section 197(12)of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not Applicable. In terms of Section 136 of theCompanies Act 2013 the same is open for inspection at the Registered Office of theCompany.
Copies of this statement may be obtained by the members by writing to the Company atthe Registered Office of the Company. The ratio of the remuneration of each Director tothe median employee's remuneration and other details in terms of Section 197(12) of theCompanies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not Applicable.
Your Directors take this opportunity to express their grateful appreciation for theco-operation and continued support by Central and State Governments Banks Suppliers andbusiness associates as well as shareholders. Your Directors also place on record theirappreciation for the devoted services rendered by all employees for the dedication andsense of commitment shown by the employees at all levels and their contribution towardsthe performance of the company.