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New Markets Advisory Ltd.

BSE: 508867 Sector: IT
NSE: N.A. ISIN Code: INE800K01014
BSE 05:30 | 01 Jan New Markets Advisory Ltd
NSE 05:30 | 01 Jan New Markets Advisory Ltd

New Markets Advisory Ltd. (NEWMARKETSADVI) - Director Report

Company director report


The Members of

New Markets Advisory Limited

Your Directors have pleasure in presenting Thirty Eighth Annual Report together withthe Audited Accounts of the Company for the year ended 31st March 2020.

Financial Highlights

(Rs. in Lakhs)
Particulars 2019-20 2018-19
Income from Operations 15.11 13.91
Profit/(Loss) before depreciation (3.40) (5.77)
Depreciation 0.14 00
Profits before Tax (3.54) (5.77)
Provision for Income Tax current year 0 0
Excess provision of Tax Written back (0.01) 0
Profit/(Loss) after Tax (3.55) (5.77)

The net loss during the year is of Rs. 3.55 Lacs as compared to net loss of Rs. 5.77Lacs in the previous year. To conserve the resources the directors do not recommend anydividend.

Transfer to Reserve if any:

During the year the Company does not propose to transfer any amount to the anyReserve.


In view of brought forwarded losses the directors regret their inability to declare thedividend to conserve the resources.

Business Activity

The Company has deployed surplus funds for the time being in short term loans andadvances and in securities as investment. The Management is considering making efforts tostart corporate consulting financial management services along with regulatorycompliances services and other business activities. The members will be informed atappropriate time.

Impact of Covid-19 pandemic

The outbreak of COVID-19 was declared as a pandemic by the World Health Organizationwhich has infected millions number of people globally. Covid-19 is seen having anunprecedented impact on people and economies worldwide.

The spread of COVID-19 pandemic affected activities of businesses across the globe. Inmany countries including India there has been severe disruption to regular businessoperations due to lock-downs disruptions in transportation travel bans quarantinessocial distancing and such other emergency measures. In assessing the recoverability ofreceivables inventories loans and other financial assets the Company has consideredinternal and external information up to the date of approval of the financial statements.Considering the uncertainties involved in estimating the impact of this pandemic thefuture impact of this pandemic may be different from those estimated as on the date ofapproval of these financial statements.

We are closely monitoring the situation and will take all necessary actions as may berequired in the interest of all stakeholders. The Company is following GovernmentDirectives regarding health and safety of all employees and has already adopted thepractice of work from home for its employees in order to minimize the risk and contain thespread of COVID-19. In the operations focus is being maintained on social distancing andhygienic practices for the safety of the people.

Share Capital

The paid up equity capital as on March 31 2020 was Rs. 12400000/- The Company hasnot bought back any securities or issued any Sweat Equity shares or bonus shares orprovided any stock option scheme to employees during the year under review.

Extract of Annual Return

The extract of Annual Return in format MGT - 9 for the Financial Year 2019-20 hasbeen enclosed with this report.

Number of Board Meetings

During the Financial Year 2019-20 four meetings of the Board of Directors of thecompany were held. The date of the meetings of the board held is as under-

Sr. No. Date of Meeting Total strength of the Board No. of Directors Present
1 22nd May 2019 5 5
2 14th Aug 2019 5 5
3 30th Aug 2019 5 5
4 14th Nov 2019 5 5
5 14th Feb 2020 5 5

Independent Directors' Meeting

During the year under review Independent Directors met on 14th February 2020inter-alia to discuss:

? Evaluation of the performance of Non-Independent Directors and the Board as whole.

? Evaluation of the performance of the Chairman of the Company taking into account theviews of the Executive and Non-Executive Directors.

? Evaluation of the quality quantity content and timeless of flow of informationbetween the management and the Board.

Particulars of Loan Investments Guarantees and Securities under Section 186

Complete details of LIGS covered under section 186 of The Companies Act 2013 asattached in the financial statement and notes there under.

Particulars of Contracts or Arrangements with Related Parties

During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

As required under Rule 8 (3) of the Companies (Accounts) Rules 2014 the particularsrelating to the conservation of energy technology absorption and the foreign exchangeearnings and out go are NIL.

Internal Control and System

Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business. The management exercises financialcontrol on the Company's operations through monitoring and standard operating procedures.

Details of Directors and Key Managerial Personnel

Sr. No. Name and Address Designation Date of Appointment DIN/PAN
1. Mr. Prakash Shah Non-Executive Director 30/07/1996 01136800
2. Mrs. Suman Shah Non- executive Director 30/12/2017 07303755
3. Mr. Prateek Gautam Chopra Independent Director 30/12/2017 01764668
4. Mr. Kishore Kanhiyalal Jain Executive Director & CEO 29/09/2018 02385072
5. Ms. Madhuri Bohra Independent Director 30/09/2019 07137362
6. Mr. Ganpat Dhondu Salekar CFO 29/03/2019 BNOPS1856A
7. Mr. Pradeep Kumar Company Secretary 29/03/2019 CSUPK1798M

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Prakash Shah is liable to retire by rotation and being eligible to offerhimself for re-appointment.

The Company has received Declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand under Regulations of the SEBI (LODR) Regulations 2015.

The movement in the Board of Directors was as follows:

Ms. Madhuri Bohra was appointed as Independent Director at the previous Annual GeneralMeeting held on 30/09/2019 and Mr. Kishor Jain was reappointed as Executive Director for aperiod of 3 years.

Mr. Shirish Shetye's term had expired at previous Annual General Meeting held on30/09/2019 and in his place Ms. Madhuri Bohra was appointed as independent director of theCompany.

Board Evaluation

Formal Annual evaluation has been made by the Board of its own Performance and that ofits Committees & Individual Directors during the meeting of Board of Directors and bycommon discussion with concerned persons.

Particulars of Employees

During the year there was no employee in receipt of remuneration as prescribed in theRule 5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules2014.

Audit Committee

The Audit Committee has been reconstituted as per regulation 18 of SEBI(LODR)regulations 2015 & Section 177 of Companies Act 2013 during the year as:

Name of Director Designation
Mr. Prateek chopra Chairman (Independent Director)
Mr. Prakash Shah Member (Non-executive Director)
Ms. Madhuri Bohra Member (Independent Director)

Nomination & Remuneration Committee

In compliance with section 178 of the Act & regulation 19 of SEBI(LODR)regulations 2015 the Board has constituted "Nomination and Remuneration Committeeas:

Name of Director Designation
Mr. Prateek chopra Chairman (Independent Director)
Mr. Prakash Shah Member (Non-executive Director)
Ms. Madhuri Bohra Member (Independent Director)

Stakeholders Relationship Committee

In compliance with regulation 20 of SEBI(LODR) regulations 2015 the Board hasconstituted during the year as:

Name of Director Designation
Mr. Prateek chopra Chairman (Independent Director)
Mr. Prakash Shah Member (Non-executive Director)
Ms. Madhuri Bohra Member (Independent Director)


The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of ManagerialPersonnel) 2014 is as follows:

Name of the Director Amount of remuneration to Directors Percentage increase(Decrease) in the remuneration Ratio of remuneration of Director to median remuneration of employees
Kishor Jain Executive Director 420000/- 0.00 7:3

1. The Independent Directors do not receive any sitting fees.

2. There was change in the remuneration of Key managerial Personnel or Director whichwas disclosed in Annual return i.e. MGT-9.

3. As on 31st March 2020 there were a total of 3 employees on the roll of the Company.

4. It is affirmed that the remuneration is as per the remuneration policy of thecompany.

A) None of the employee of the Company was in receipt of the remuneration (throughoutthe financial year or part thereof) as per Rule 5(2) of the Companies (Appointment ofManagerial Personnel) 2014.

B) The Company do not have any Holding or Subsidiary Company and None of the Directorsof the Company are the Managing Director or Whole Time Director in the Associate Company.

Transfer of Amounts to Investor Education and Protection Fund

There are no amounts due and outstanding to be credited to investor Education andProtection Fund as 31st March 2020.

Disclosure on Establishment of a Vigil Mechanism

The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraudand mismanagement if any. No personnel had been denied access to the Audit Committee tolodge their grievances.

Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013

There were no complaints reported under the prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013.

Fraud Reporting (Required by Companies Amendment Bill 2014)

No Fraud reported / observed during the financial year 2019-20.

AUDITORS Statutory Auditors

The auditors M/s Laxmikant Kabra & Co. Chartered Accountants Mumbai wereappointed as Statutory Auditors of the Company for the period of five consecutive years inaccordance with the provisions of the Companies Act 2013 at the conclusion of previousAnnual General Meeting held on 29th September 2017. In terms of provisions of section 139(1) the appointment of M/s Laxmikant Kabra & Co. Chartered Accountants as statutoryauditors of the Company.

Auditors Report

The observation made in the Auditors Report read together with relevant notes thereonare selfexplanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

Secretarial Audit Report

A Secretarial Audit was conducted during the year by the Secretarial Auditor M/s PoojaGandhi & Associates Practicing Company Secretaries Mumbai in accordance withProvisions of Section 204 of the Act. The Secretarial Auditors Report is attached asAnnexure II and forms part of this Report.

Observation Explanation
The Company has not filed of the Form DPT-3. Form DPT-3 will be filed before the extended due date 30.09.2020.

Cost Auditors

Requirements of Appointment of Cost Auditors of the company are not applicable to thecompany.

Stock Exchange

The Company's equity shares are listed at BSE Limited vide scrip code 508867 and theAnnual Listing Fees for the year 2019-20 has been paid.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a. In the preparation of the annual accounts for the financial year ended 31st March2020 the applicable Ind-AS had been followed along with proper explanation relating tomaterial departures;

b. The directors had selected such accounting policies and applied and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2020

c. The directors had taken proper and sufficient care 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 directors had prepared the annual accounts on a going concern basis;

e. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

f. The proper internal financial controls are in place and that such internal financialcontrols are adequate and are operating effectively.

g. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.


The Directors express their sincere appreciation to the valued shareholders bankersprofessionals clients and devoted employees for their support.

For and on behalf of the Board of Directors

New Markets Advisory Limited

Mr. Prakash Shah Mr. Kishor Jain
Sd/- Sd/-
Place: Mumbai Director Director
Date: 31.08.2020 DIN - 01136800 DIN -02385072