Your Directors have pleasure in presenting the 36th Annual Report on the business andoperations of your Company together with the Audited Financial Statements for the yearended March 312021.
Financial Results and performance of the company
The summarized working results for the Financial Year ended on 31st March 2021 ascompared with the previous year are as under:-
(Rs. In Lacs)
| ||STANDALONE AS Per IND AS) ||CONSOLIDATED (AS Per IND AS) |
|PARTICULARS ||YEAR ENDED 31st MARCH 2021 ||YEAR ENDED 31st MARCH 2020 ||YEAR ENDED 31st MARCH 2021 ||YEAR ENDED 31st MARCH 2020 |
|Gross Income ||2359.73 ||53.88 ||3000.63 ||189.01 |
|Total Expenses ||2139.96 ||223.85 ||2852.32 ||439.09 |
|Profit/ (Loss) before Interest Depreciation Tax and Exceptional & Extra Ordinary Items ||257.16 ||122.23 ||213 ||176.28 |
|Exceptional Items ||--- ||--- ||--- ||--- |
|Depreciation ||5.63 ||0.13 ||7.45 ||0.52 |
|Interest ||4.99 ||0.02 ||4.99 ||0.13 |
|Profit/ (Loss) before Tax ||246.53 ||(101.63) ||(200.32) ||(176.85) |
|Tax Expenses ||--- ||--- ||--- ||--- |
|Net Profit / (Loss) for the Period ||246.53 ||(101.63) ||200.33 ||(176.85) |
|Other Comprehensive Income ||73.73 ||6.91 ||73.73 ||6.91 |
|Total Comprehensive Income for the period ||320.26 ||(94.72) ||274.06 ||(169.93) |
|Paid up equity share capital (Face Value per Share Rs. 10/-) ||914.02 ||914.02 ||914.02 ||914.02 |
|Earning Per Equity Share - Basic ||2.70 ||(1.11) ||2.39 ||(161) |
|Earning Per Equity Share - Diluted ||2.70 ||(1.11) ||2.3911 ||(161) |
Your Company has earned a profit of Rs. 246.53 Lacs (As per Ind AS) as on 31st March2021 against a loss of Rs. (101.63) Lacs (As per IND-AS) in the previous year ended on31st March 2020.
Your Directors made promised of better working of the company in last Annual report arefulfilled to some extent and we ensure you this growth will be continue in upcoming yearsof the Company. The company continually taking necessary steps to improve the working ofthe company in the ensuing year. The Management is putting its best efforts for the growthof the Company.
The Consolidated Financial Statements of your Company for the Financial Year 2020-21are prepared in compliance with applicable provisions of the Companies Act 2013 read withthe Rules issued there under applicable Accounting Standards (Ind AS) and the provisionsof Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. The Consolidated Financial Statements have been preparedon the basis of Audited Financial Statements of your Company its Subsidiary and AssociateCompany as approved by their respective Board of Directors.
The company will retain all profits earned during the year keeping in view of futuregrowth; Directors do not recommend any dividend for the Financial Year 2020-21
The Company has one Subsidiary Company namely M/s Mefcom Securities Limited. There hasbeen no material change in the nature of the business of the subsidiary.
A separate statement containing the salient features of financial statements of theSubsidiary of your Company forms part of Consolidated Financial Statements in compliancewith Section 129 and other applicable provisions if any of the Companies Act 2013.
The Financial Statements of the Subsidiary Company and related information areavailable for inspection by the members at the Registered Office of your Company duringbusiness hours on all days except Second Saturdays Sundays and public holidays up to thedate of the Annual General Meeting (AGM') as required under Section 136 of theCompanies Act 2013. Any members desirous of obtaining a copy of the said FinancialStatements may write to the Managing Director at the Registered Office of your Company.The Financial Statements including the Consolidated Financial Statements FinancialStatements of Subsidiary and all other documents required to be attached to this reporthave uploaded on the website of your Company i.e. www.mefcom.in
The compliance with the Corporate Governance provisions as specified in Regulations 1718 19 20 21 22 23 24 24A 25 26 27 and clauses (b) to (i) of sub-regulation 46and para C D and E of Schedule V of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 shall not apply to the Companybecause paid up equity share capital is less than Rs.10 Ten Crores and net worth is lessthan Rs.25 Crores as on the last day of the previous financial year. Accordingly reportunder these provisions is not given in the Director Report.
Management Discussion and Analysis
The Management Discussion and Analysis forms an integral part of this report and givesdetails of the overall industry structure economic developments performance and state ofaffairs of your Company's various businesses viz. the decorative business internationaloperations industrial and home improvement business internal controls and theiradequacy risk management systems and other material developments during the FinancialYear 2020-21.
The Company has neither accepted nor renewed any deposits during the Financial Year2020-21 within the meaning of Section 73 and 74 of the Companies Act 2013 read with theCompanies (Acceptance of Deposits) Rules 2014 (including any statutory modification(s) orreenactments) for the time being enforce).
Directors and Key Managerial Personnel
None of the Director appointed and Resigned during financial year 2020-2021.
Number of meetings of the Board of Directors
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mr. Tarsem Garg is retiring by rotation retires atthe ensuing Annual General Meeting. The Board recommends their re-appointment.
As required under Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the information on the particulars of theDirectors proposed for appointment/re-appointment has been given in the Notice of theAnnual General Meeting.
Pursuant to the provisions of the Companies Act 2013 and Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardhas carried out an evaluation of its own performance the Directors individually as wellas evolution of the working of its Audit Committee Nomination and Remuneration Committeethe manner in which the evaluation has been carried out.
During the Financial Year 2020-21 the Board of Directors met 4 (Four) times on thefollowing dates:
|April to June 2020 ||30.06.2020 ||July to September 2020 ||29.08.2020 ||October to December 2020 ||11.11.2020 ||January to March 2021 ||12.02.2021 |
The intervening gap between the Meetings was within the period prescribed under theCompanies Act 2013. All material information was circulated to the directors before themeeting or placed at the meeting including minimum information required to be madeavailable to the Board.
During the Financial Year 2020-21 4 (four) Meetings of the Audit Committee of theCompany were held i.e. on 12.02.2021 11.11.2020 29.08.2020 and 30.06.2020
Independent Directors' Meeting:
As per Clause 7 of the Schedule IV of the Companies Act (Code for IndependentDirectors) a separate meeting of the Independent Directors of the Company (without theattendance of Non-Independent Directors) was held on 29.08.2020 inter-alia to discuss:
Evaluation of the performance of Non Independent Directors and the Board ofDirectors as a whole.
Evaluation of the performance of the Chairman of the Company taking intoaccount the views of the Executive and Non-Executive Directors.
Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
Directors' Responsibility Statement
In accordance with the provisions of Section 134 (5) of the Companies Act 2013 theDirectors to the best of their knowledge & ability hereby state and confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanations relating to material departures.
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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 of the company for the period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis;
(e) the internal financial controls to be followed by the Company were laid down andsuch internal financial controls were adequate and were operating effectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Details in respect of adequacy of Internal Financial Controls with reference to theFinancial Statements.
The Company has a robust and comprehensive Internal Financial Control Systemcommensurate with the size scale and complexity of its operations. The objective of theseprocedures is to ensure efficient use and protection of the Company's resources accuracyin financial reporting and due compliance of statues and corporate policies andprocedures. The system encompasses the major processes to ensure reliability of financialreporting compliance with the policies procedures laws and regulations safeguardingassets and economical and efficient use of resources. The policies and procedures adoptedby the company ensure the orderly and efficient conduct of its business and adherence tothe company's policies prevention and detection of frauds and errors accuracy andcompleteness of the records and timely preparation of reliable financial information.
The scope and authority of the Internal Audit function is defined in the Internal AuditManual. To maintain its objectivity and independence the Internal Audit function reportsto the Chairman of the Audit Committee of the Board and to the Chairman and ManagingDirector.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.
The Auditors M/s Doogar & Associates Chartered Accountants (Firm RegistrationNo.000561N) have been appointed till the conclusion of 37th Annual General Meeting.
As regards the Statutory Auditors' observations the relevant Notes on SignificantAccounting Policies Notes on Accounts and other disclosers are self-explanatory andtherefore do not call for any further comments.
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 P. K. Mishra & Associates (CP No. 16222 & Membership no. F-4305) toundertake the Secretarial Audit of the Company for the Financial Year ended 31st March2021. The Secretarial Audit Report (in Form MR-3) is annexed as Annexure-C' heretoand forms a part of this report.
Secretarial Auditors has no observations in its report.
Transfer of unclaimed dividend to Investor Education and 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.
Transfer to Reserves
The company has not transferred any amount to General Reserve Fund during the FinancialYear under review.
Change in the nature of business if any
There was no Change in the nature of business of the Company during the Financial Yearended March 312021.
During the year under review the Issued Subscribed and paid up Equity Share Capitalof the Company was Rs.91401680/-.
a. Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
b. Sweat Equity
The Company has not issued any Sweat Equity shares in accordance with the provisions ofSection 54 of the Companies Act 2013 read with Rule 8 of the Companies (Share Capital andDebentures) Rules 2014 during the year under review.
c. Bonus Shares
The Company has not issued any Bonus shares in accordance with the provisions ofSection 63 of the Companies Act 2013 read with Rule 14 of the Companies (Share Capitaland Debentures) Rules 2014 during the year under review.
d. Employees Stock Option Plan
The Company has not provided any Stock Option Scheme to its employees during the yearunder review.
Material Changes and Commitment if any affecting the Financial Position of the companyoccurred between the end of the Financial Year to which this Financial Statements relateand the date of this Report.
No material changes and commitments affecting the financial position of your Companyhave occurred between the end of the Financial Year to which the Financial Statementsrelate and on the date of this report.
Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo
The information pertaining to conservation of energy technology absorption ForeignExchange Earnings and outgo as required under Section 134 (3) (m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are provided hereinbelow:-
Conservation of Energy
The Company is engaged in providing the financial services and such operationsdo not account for substantial energy consumption. However the Company is taking allpossible measures to conserve energy. Several environment friendly measures have beenadopted by the Company such as:
Installation of TFT monitors that save the power.
Automatic power shut down of the monitors.
Creating environmental awareness by way of distribution information inelectronic form.
Minimizing Air conditioning usage.
Shutting off all the lights when not in use.
Education and awareness programs for the employee.
The management frequently puts circulars on the corporate intranet for the employeeseducating them on ways and means to conserve electricity and other natural resources andensures strict compliance with the same.
The management understands the importance of technology in the business segment inwhich the Company works and lays utmost emphasis on the system development and innovationwith the use of new technological advancement. During the year under review the Companyhas installed several software and this efforts will reduce the unnecessary usage of paperand manpower.
Foreign Exchange Earnings and outgo
During the year under review the Company did not have any Foreign Exchange Earningsand Outgo.
Statement concerning development and implementation of Risk Management Policy of theCompany
In today's economic environment Risk Management is very important part of thebusiness. The main aim of risk management is to identify monitor and take precautionarymeasures in respect of the events that may pose risk for the business. Your Companyrecognizes risk management as an integral component of good corporate governance. Thecompany has developed and adopted a risk management policy.
Details of policy developed and implemented by the Company on its Corporate SocialResponsibility initiatives
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 relating toCorporate Social Responsibility are not applicable.
Particulars of Loans Guarantees or Investments made under Section 186 of the CompaniesAct 2013
The Company has given loans guarantees and investments made during the financial yearunder review in compliance with the provisions of Section 186 of the Companies Act 2013
Subsidiaries Associates and Joint Venture Company
The Company has one Subsidiary Company namely M/s Mefcom Securities Limited. There hasbeen no material change in the nature of the business of the subsidiary.
The Company does not have any Associates and Joint Venture Company during the yearunder review.
Particulars of Contracts or Arrangements made with Related Party Transactions
All related party transactions that were entered into during the Financial Year were onarm's length basis and were in the ordinary course of the business. There was nomaterially significant related party transaction made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large.
The particulars of Contracts or Arrangements with Related Parties referred in Section188 (1) of the Companies Act 2013 in Form No. AOC-2 are attached as Annexure-B
Suitable disclosure as required by Ind AS-24 has been made in the Notes to theFinancial Statements.
Details of significant and Material Orders passed by the Regulators Courts andTribunal:
No significant and material order has been passed by the Regulators Courts andTribunals impacting the going concern status and Company's operations in future.
The details forming part of the extracts of Annual Return pursuant to the provisions ofSection 92 read with Rule 12 of the Companies (Management and Administration) Rules 2014is annexed herewith as Annexure-A of this Report.
Particulars of Employees and related disclosures
There was no employee in the Company who was in receipt of the remuneration in excessof Rs.60 Lacs if employed throughout the year or Rs.5 Lacs per month if employed for thepart of the financial year or received remuneration in excess of that drawn by theManaging Director / Whole Time Director / Manager and holding 2% or more equity sharecapital of the company (himself along with and dependent children) and therefore nodisclosure is required to be made under Rules 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
Ratio of remuneration
The Company has not paid any remuneration to its Directors and therefore informationrelating to remuneration of Directors of the Company as required under Section 197 (12) ofthe Companies Act 2013 read with Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is not applicable.
Declaration by Independent Director(s):
All the Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149 (6) of the Companies Act 2013so as to qualify themselves to be appointed as Independent Directors under the provisionsof the Companies Act 2013 and the relevant rules.
Criteria for Evaluation of Directors
For the purpose of proper evaluation the Directors of the Company have been divided in3 (three) categories i.e. Independent Non Independent & Non-Executive and Executive.
The criteria for evaluation includes factors such as engagement strategic planning andvision team spirit and consensus building effective leadership domain knowledgemanagement qualities team work abilities result/achievements understanding andawareness motivation/ commitment/ diligence integrity/ ethics/ value and openness/receptivity.
The securities of the company listed on Bombay Stock Exchange Limited. The listing feesunder Regulation 14 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 have been paid to Bombay Stock Exchange Limitedfor the Financial Year 2020-21.
Disclosure as per Sexual Harassment of women at workplace (Prevention Prohibition andRedressal) Act 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and Redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under.
No complaint has been received for sexual harassment of women at Work place by theCompany during the financial year 2020-2021.
State of Affairs
In the last few month of FY 2020-21 the COVID-19 pandemic developed rapidly into aglobal crisis forcing governments to enforce lock-downs of all economic activity. For theCompany the focus immediately shifted to ensuring the health and well-being of allemployees and on minimizing disruption to services for all our customers globally.
The Board places on record its appreciation for the continued cooperation and supportextended to the Company by customers vendors bankers stock exchanges SEBI otherregulatory authorities depositories auditors legal advisors consultants businessassociates state government local bodies and all the employees with whose helpco-operation and hard work the Company is able to achieve the results.
The Directors regret the loss of life due to COVID-19 pandemic and are deeply gratefuland have immense respect for every person who risked their life and safety to fight thispandemic.
The Board deeply acknowledges the trust and confidence placed by the customers of theCompany and all its shareholders.
| ||By Order of the Board of Directors for |
| ||Mefcom Capital Markets Limited |
| ||Vijay Mehta |
|Place : New Delhi ||Managing Director |
|Date : 12/08/2021 ||DIN:00057151 |