TO THE MEMBERS
Your Directors have pleasure in presenting their 13th Annual Report together with theAudited Accounts of the Company for the Year ended March 31 2020.
|Particulars ||Year ended 31st March 2020 ||Year ended 31st March 2019 |
|Total revenue ||241272064 ||1038942169 |
|Profit/(Loss) before taxation ||3427750 ||-10304455 |
|Less: Tax Expense ||627510 ||-2666501 |
|Profit/(Loss) after tax ||2800240 ||-7637954 |
|Add: Balance B/F from the previous year ||-10988969 ||-3351015 |
|Balance Profit/ (Loss) C/F to the next year ||-8188729 ||-10988969 |
The Company recorded Total revenue of Rs. 241272064/- during the year under reviewas against Rs. 1038942169/- in the previous year however company recorded Profitbefore tax of Rs. 3427750/- due to reduction in changes in inventories and finance costof the Company. Due to the MAT Credit Adjustments in current year company the taxexpenses amounted to Rs. 627510/- resulting in increase of profit to Rs. 2800240/- asagainst a loss of Rs. 7637954/-in the previous year. Your directors are hopeful for thebetter results in the years to come.
In the 3rd quarter of calendar year 2019 the country's economic growth declined toless than 5%. The economy bottomed out. It was expected that in the 4th quarter ofcalendar year 2019 i.e. October 2019 to December 2019 the economy would pick up to 5%.However the economy has remained stagnant. The current slowdown is due to various factorsviz. after effects of demonetization Covid-19 outbreak consumer demand slump realestate slowdown lesser jobs and lower investments.
ESTIMATION OF UNCERTAINTIES RELATING TO THE GLOBAL HEALTH PANDEMIC FROM COVID-19:
The Company has considered the possible effects that may result from the pandemicrelating to COVID-19 on the carrying amounts of receivables unbilled revenues etc. Indeveloping the assumptions relating to the possible future uncertainties in the globaleconomic conditions because of this pandemic the Company as on the date of this Reporthas used internal and external sources of information including credit reports relatedinformation and economic forecasts. The impact of COVID-19 on the Company's financialstatements may differ from that estimated as at the date of approval of the financialstatements.
In view of losses your Directors do not recommend any dividend for the year ended 31stMarch 2020.
AMOUNT TRANSFER TO RESERVE:
Your Directors do not propose any amount to be transferred to the Reserves for the yearended 31st March 2020.
Since the equity share capital of the Company is listed exclusively on the SME Platformof BSE Limited the requirement of corporate governance provisions specified in regulation17 to 27 and clauses (b) to (i) of subregulation (2) of regulation 46 and para C D and Eof Schedule V of Listing Regulation is not applicable to the Company and hence the Reporton corporate Governance is not applicable to the company.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and DisclosureRequirements) Regulations2015 a Management Discussion and Analysis Report is annexed tothis Report.
PARTICULARS OF THE COMPANY'S SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANY:
Company does not have any Subsidiaries Joint Ventures or Associate Companies.
Company has not accepted any deposits within the meaning of Section 73 of the companiesAct 2013 and the Companies (Acceptance of Deposits) Rules 2014.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
As a part of the effort to evaluate the effectiveness of the internal control systemsyour Company's internal control system reviews all the control measures on periodic basisand recommends improvements wherever appropriate. The Company has in place adequateinternal control systems and procedures commensurate with the size and nature of itsbusiness. These systems and procedures provide reasonable assurance of maintenance ofproper accounting records reliability of financial information protections of resourcesand safeguarding of assets against unauthorized use. The management regularly reviews theinternal control systems and procedures.
CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134 (5) of the Companies Act 2013 the directors would like tostate that:
i) In the preparation of the annual accounts the applicable accounting standards havebeen followed;
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 or loss of the Company for the year under review;
iii) The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv) The directors have prepared the annual accounts on a going concern basis;
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively;
vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
DIRECTORS & KEY MANAGERIAL PERSONNEL:
Pursuant to the provisions of the section 149 of the Companies Act 2013 the followingNon-Executive Directors are appointed as Independent Directors: -
|Sr. No. ||Name of the Director ||Date of Appointment |
|1. ||Mr. Paras Shah ||20/03/2014 |
|2. ||Mr. Abhishek Shastri ||18/06/2014 |
|3. ||Mr. Bhavin Gala ||19/06/2015 |
In terms of the provision of Section 149 of the Companies Act 2013 and Regulation 17(1) of SEBI (LODR) Regulation 2015 a listed company shall have at least one womendirector on the board of the company. Your Company has appointed Ms. Manju Lodha as theWhole Time Woman Director on the Board w.e.f. 19/06/2015.
In accordance with the provision of section 152(6) and the Articles of Association ofCompany Mrs. Manju Jayantilal Lodha will retire by rotation at the ensuing Annual GeneralMeeting of the Company and being eligible offer herself for re-appointment. The Boardrecommends her reappointment.
The Company has received declarations from all the Independent Directors that they meetthe criteria for independence as provided in Section 149(6) of the Companies Act 2013.
The Composition of Committees are as follows:
|NAME ||Designation ||Chairman/Member |
|Mr. Paras Shah ||Non-executive Independent Director ||Chairman |
|Mr. Vikram Lodha ||Executive Director ||Member |
|Mr. Abhishek Shastri ||Non-executive Independent Director ||Member |
Nomination and Remuneration Committee
|Name ||Designation ||Chairman/Member |
|Mr. Paras Thakor Shah ||Non-executive Independent Director ||Chairman |
|Mr. Abhishek Ashok Shastri ||Non-executive Independent Director ||Member |
|Mr. Jayantilal Hansraj Lodha ||Non-executive Non-Independent Director ||Member |
Stakeholders' Relationship Committee
|Name ||Designation ||Chairman/Member |
|Paras Thakor Shah ||Non-executive Independent Director ||Chairman |
|Abhishek Ashok Shastri ||Non-executive Independent Director ||Member |
|Jayantilal Hansraj Lodha ||Non-executive Non-Independent Director ||Member |
There was no change in the composition of Director and Key Managerial Personnel duringthe year under review.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that they meet the criteria of independence laiddown in section 149(6) of the Companies Act 2013.
None of the Directors of the Company are disqualified from being appointed as Directorsas specified in Section 164 of the Companies Act 2013.
Pursuant to the provisions of the Companies Act 2013the Board based onrecommendations of the Nomination and Remuneration Committee has carried out an annualperformance evaluation of its own performance and that of its statutory committee's viz.Audit Committee Stakeholders Relationship Committee Nomination and RemunerationCommittee the Board has carried out an evaluation of its own performance the directorsindividually as well as the evaluation of the working of its Audit Appointment &Remuneration Committees.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The details of the programme for familiarization of the Independent Directors with theCompany in respect of their roles rights responsibilities in the Company nature of theindustry in which Company operates business model of the Company and related matters areput up on the website of the Company.
The company covered under provision of Section 178(1) of the companies Act 2013 and asper the requirement The Board has on the recommendation of the Appointment &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration including criteria for determining qualifications andindependence of Director.
A calendar of Meetings is prepared and circulated in advance to the Directors.
During the year five Board Meetings four Audit Committee Meetings Two Nomination& Remuneration Committee One Stakeholder Relationship Committee and IndependentDirectors Meetings were convened and held. The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013.
During the Financial Year 2019-20 there was no change in the share capital of theCompany either by way through Private Placement/Preferential allotment/Rights issue/Employee Stock Option Scheme of the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Particulars of Loans Guarantees or Investments made under section 186 of theCompanies Act 2013 is furnished in the notes to the Financial Statements.
EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure 1".
RELATED PARTY TRANSACTION:
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 are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. Certain transactions which were entered into withrelated parties were described in Form AOC-2 attached as "Annexure2" and formingpart of this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:
A) Conservation of Energy Technology Absorption:
Your Company is not a power intensive company even though the Company has taken allmeasures to conserve the energy. Your Company is not using any foreign technology.
B) Foreign Exchange Earning and Outgo:
The Foreign Exchange Earning and Outgo were NIL during the year.
WHISTLE BLOWER POLICY:
The Company has a Vigil Mechanism Policy to deal with instance of fraud andmismanagement if any.
In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.
The Vigil mechanism Policy ensures that strict confidentiality is maintained whilstdealing with concerns and also that no discrimination will be meted out to any person fora genuinely raised concern.
There have been no cases of frauds reported to the Audit Committee/Board during theyear under review.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION ANDREDRESSAL) ACT 2013:
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition And Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment.
No case of sexual harassment was reported during the financial year.
During the year under review your Company enjoyed cordial relationship with employeesat all levels. SIGNIFICANT AND MATERIAL ORDERS:
There have been no significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and Company's operations in future.
AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
The observation made in the Auditors' Report/Secretarial Audit Report read togetherwith relevant notes thereon are self-explanatory and hence do not call for any furthercomments under Section 134 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 M/s. Nishant Jawasa & Associates Company Secretary in Practice Mumbai toundertake the Secretarial Audit of the Company. The Report of the Secretarial Audit isattached herewith as Annexure-3.
M/s. Ravindra B Shah & Co. (Firm Registration No. 108769W) Chartered AccountantsMumbai were appointed as Statutory Auditors of the Company at the 12th AGM of the Companyheld on 30th September 2019 for a period of five (5) consecutive years till the AGM ofthe Company to be held in the year 2024.
Pursuant to 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. Nishant Jawasa & Associates Practicing Company Secretary to undertakethe Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as"Annexure - 3" to this report.
BUSINESS RISK MANAGEMENT:
During the year the company has developed and implemented Risk Management Policyconsistent with the provisions of the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 to identify the elements of risk which may threaten theexistence of the Company and possible solutions to mitigate the risk involved
At present the company has not identified any element of risk which may threaten theexistence of the company.
CHANGE IN NATURE OF BUSINESS:
During the year under review there was no change in the nature of doing business ofcompany.
PARTICULARS OF EMPLOYEES:
(A) There were no employees drawing salary exceeding the limits prescribed underSection 197 of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014
(B) The ratio of the remuneration of each director to the median employee'sremuneration and other details in terms of sub-section 12 of Section 197 of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are forming part of this report as Annexure - 4.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which these financial statements relateon the date of this report.
COMPLIANCE WITH SECRETARIAL STANDARDS:
The Company has complied with the Secretarial Standards issued by The Institute ofCompany Secretaries of India on Meetings of the Board of Directors and General Meetings.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and employees at all levels for their continuous cooperation and assistance.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
|PLACE: Mumbai ||Jayantilal Lodha |
|DATE: 08th December2020 ||Chairman |