Your Directors hereby present their 59th Annual Report on the business andoperations of the Company together with the audited Statements of the accounts for theyear ended on March 31st 2021.
SUMMARY OF FINANCIAL PERFORMANCE:
| ||Year Ended 31-03-2021 ||Year Ended 31-03-2020 |
|Total Revenue ||1082956 ||5046808 |
|Less: Expenses ||1765453 ||2909747 |
|Profit /(Loss) before Depreciation Amortisation and ||(682497) ||2137061 |
|Tax || || |
|Less : Depreciation Amortization ||793 ||1082 |
|Profit Before tax ||(683290) ||2135979 |
|Less : Current Tax ||-- ||528540 |
|Less : Short/ Excess Provision of Tax in previous years ||(528540) ||74230 |
|Profit/(Loss) After Tax ||(154750) ||1533209 |
Your Directors have not recommended any dividend.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to bebest of their knowledge confirms that
a) in the preparation of the accounts the applicable accounting standards havebeen followed along with proper explanations relating to material departure;
b) 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 at the end of the financial year andof the loss of the Company for that period;
c) 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;
d) the annual accounts have been prepared on a going concern basis; e) theyhave laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and were operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALSYIS
To avoid duplication of certain information in Directors Report and ManagementDiscussion & Analysis the Board of Directors of your Company has presented thecomposite summary of performance and functions of the Company.
INDUSTRY STRUCTURE AND DEVELOPMENT
Your Directors are actively considering various avenues of business.
The year 2020-21 was challenging for each one of us. The Covid-19 pandemic has had asignificant impact on lives livelihoods and the business. By the time conditions appearedto be improving in last quarter of the financial year 2020-21 the second wave of pandemicin February- March 2021 further aggravated the situation.
Your Company is complying with various laws and regulations applicable.
Your Company has not earned any business income from its Operations during thefinancial ended 31st March 2021. A sum of Rs.1082956/- was earned as profiton sale of shares and mutual funds. The said amount is shown as other income. Afteradjusting the expenses of Rs.1766246/- the Company incurred a loss of Rs.683290/- asagainst a profit of Rs.2135979/- in the previous year.
Your Directors have not transferred any amount to general reserves.
MATERIAL CHANGES AND COMMITMENT
There have been no material change and commitment affecting the financial position ofthe Company between the end of the financial year to which the financial statements relateand the date of this report.
OPPORTUNITY AND THREATS
Your Directors are actively considering various options and avenues to commence thebusiness. The company has raised enough resources by way of Inter Corporate Deposits.
Your Directors do not foresee any threat except economic volatility due to Covid-19pandemic situation and subsequent lock-downs and restrictions of mobility.
Considering the volatile economic condition as also prediction of third wave ofCovid-19 pandemic is offing your Directors feel it prudent to abstain from making commenton future.
The Company does not have any subsidiary company.
CONSOLIDATED FINANCIAL STATEMENT
Since the Company does not have any subsidiary company or associate or joint ventureconsolidated financial statements are not prepared.
Provisions of para C D and E of Schedule V of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 are not applicable to your Company. Hencereport on Corporate Governance is not annexed.
LOANS GUARANTEE AND INVESTMENT
The Company has given loan details of which provided in note no 4 to the accounts. Thecompany does not have any investment in shares and securities as at the end of financialsyear. The company has not given any guarantee or provided security during the financialyear.
Your Company has not accepted any deposits from the public its shareholders oremployees during the year under review.
TRANSACTION WITH RELATED PARTIES
In absence of any business activity the Company did not enter into any materialcontract/arrangements with related parties except acceptance/repayment of loans raisedfrom the Directors. Since all such transactions with the related parties entered into bythe Company were in ordinary course of business and were on arm s length basis Form AOC-2is not applicable.
CONSERVATION OF ENERGY ETC.
Since your Company was not engaged in any manufacturing activity information asrequired under the provisions of Section 143(3)(m) of the Act is not furnished. During theyear the Company neither earned nor spent any foreign exchange.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
To comply with the Articles of Association of the Company and the Companies Act 2013Mr. Sandeep P. Shah (DIN: 00368350) shall retire by rotation in the forthcoming AnnualGeneral Meeting and being eligible offers himself for re-appointment.
At present Board of Directors comprises of four Directors Viz. Mr. Sandeep P ShahMrs. Kalpana P Shah Mr. Jenish Patel (Independent) and Mr. Nirav V. Shah (Independent).
The Company had the following personnel as the Key Managerial Personnel (KMP) underSection 203 of the Companies Act 2013 as on 31st March 2021:
1. Ms. Chaitali Viral Shah Chief Finance Officer
2. Mr. Dhirajprasad G. Vaishnav Chief Executive Officer 3. Ms. Neelam ChourasiaCompany Secretary.
During the year under review none of the non-executive directors had any pecuniaryrelationship or transactions with the Company.
DISCLOSURE BY INDEPENDENT DIRECTORS
All the Independent Directors have furnished declarations that they meet the criteriaof independence as laid down under Section 149 (6) of the Companies Act 2013.
The Committee presently comprises of Mr. Jenish A. Patel Mr. Nirav V. Shah bothIndependent Directors and Mr. Sandeep P. Shah Director. All the members of the Committeeare having financial and accounting knowledge. The Committee met 4 times during thefinancial year 2020-21.
NOMINATION & REMUNERATION COMMITTEE/POLICY
The Nomination and Remuneration Committee presently comprises of Mr. Jenish A. PatelMr. Nirav V. Shah and Mr. Sandeep P. Shah all non-Executive Directors. The Committee metonce during the financial year under review.
The Nomination and Remuneration Policy recommended by the Nomination & RemunerationCommittee is duly approved and adopted by the Board of Directors. The said policy isannexed to the report as Annexure 1.
STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee consists of three members viz. Mr. SandeepShah Mr. Jenish A. Patel and Mr. Nirav V. Shah as its members. The Committee mainly looksinto redressal of shareholders and investors grievances with respect to transfer ofshares dematerialization of shares non-receipt of annual report or declared dividendetc. The shareholders grievances committee met two times during the year. During the yearended 31st March 2021 the Company did not receive any complaint from any ofits members.
Four meetings of the Board were held during the year under review. One meeting of theIndependent Directors was also held during the year.
Pursuant to the provisions of the Companies Act 2013 the Board of Directors had donethe annual evaluation of its own performance its committees and individual directors. TheNomination and Remuneration Committee reviewed the performance of the individual directorson the basis of criteria such as the contribution of the individual director to the Boardand committee meetings.
The Company does not fulfill any of the three criteria specified in Section 135(1) ofthe Companies Act 2013 and as such is not required to comply with the provisions ofSection 135 of the Companies Act 2013 and Companies (Corporate Social ResponsibilityPolicy) Rules 2014.
INTERNAL CONTROL SYSTEM
Adequate internal control systems are in place to maintain quality of product properaccounting as per norms and standards prescribed asset maintenance and its proper use.The Company has an independent internal auditor who periodically reviews the accounts andreports to the Audit Committee.
The management continuously access the risk involved in the business and all outefforts are made to mitigate the risk with appropriate action. All the assets of theCompany are adequately covered by comprehensive insurance.
Relations between the management and employees were cordial through-out the year.
The particulars of employees required under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are attached as annexure 1 and formspart of this report.
Information required under Section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Management Personnel) Rule2014 and forming part of Directors Report for the year ended 31st March 2021 is given ina separate annexure to this report. The said annexure is not being sent alongwith thisreport to the members of the Company in line with the provisions of Section 136 of theCompanies Act 2013. Members who are interested in obtaining these particulars may writeto the Company Secretary at the Registered Office of the Company. The aforesaid annexureis also available for inspection by the members at the registered office of the Company21 days before the 59th annual general meeting and upto the date of the said annualgeneral meeting during normal business hours on working days.
According to Directors there are no adverse remarks made by Statutory Auditors intheir report. Notes to the accounts are self explanatory to comments/observation made bythe auditors in their report. Hence no separate explanation is given.
M/s. Kochar & Associates Chartered Accountants Statutory Auditors of yourCompany were appointed as Statutory Auditors by the members of the Company in their 56thAnnual General Meeting held on 26th September 2018 for consecutive five years.
M/s. H.N. Bafna & Co. Chartered Accountants are the internal auditors of theCompany who plays an important role in strengthening the internal control. The InternalAuditors reports to the Audit Committee.
During the year Secretarial Audit was carried out by Mr. Dhruvalkumar Baladhaproprietor of DDB & Co. Company Secretaries Practicing Company Secretary for thefinancial year 2020-21. The report on the Secretarial Audit is appended as Annexure 2 tothis report. According to the Board of Directors the report does not have any adverseremark.
Provisions relating to cost audit is not applicable to your Company.
DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNAL
No such order was passed by any of the authorities which impacts the going concernstatus and company s operations in future.
Pursuant to the provisions of Section 92(3) and Section 134 (3)(a) of the CompaniesAct 2013 a copy of the Annual Return of the Company for the year ended 31stMarch 2021 is placed on the website of the Company at www.modellawoollens.com
The Company has a vigil mechanism policy to deal with instances of fraud andmismanagement. The whistle blower policy is adopted by the Board of Directors and ishosted on the website of the Company.
During the year no fraud whether actual suspected or alleged was reported to theBoard of Directors.
PREVENTION OF SEXUAL HARRASSMENT AT WORKPLACE
In compliance with the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act2013 your Company has duly constituted an internal complaintcommittee. The Committee has formulated a policy to ensure protection to its femaleemployees.
Statements in the Annual Report particularly those which relate to ManagementDiscussion and Analysis may constitute forward looking statements within the meaning ofapplicable laws and regulations. Although the expectations are based on the reasonableassumption the actual results might differ.
The Directors wish to place on record their deep sense of appreciation to the Company sBankers all the staff members for their unstinted support. Your directors also wish tothank the shareholders for confidence reposed in the management of the Company.
| ||For and on behalf of the Board |
| ||Sandeep Shah |
|Mumbai ||Chairman |
|Date: 06.08.2021 ||DIN : 00368350 |