The Members Ozone World Limited
Your Directors have pleasure in submitting herewith the 31st Annual Reportof the Company with the audited statements of accounts for the year ended 31stMarch 2020.
1. Financial Summary or Highlights
|Particulars ||2019 - 2020 ||2018 - 2019 |
|Total Income ||6426645 ||13112864 |
|Less:Expenses ||1973268 ||8595326 |
|Net Profit before Finance Cost Depreciation & Tax ||4553377 ||4517538 |
|Less: Finance Costs ||45 ||235 |
|Depreciation & Amortization Expenses ||0 ||0 |
|Net Profit before Tax ||4453332 ||4517303 |
|Less: Tax Expenses ||1313774 ||1016514 |
|Profit available for Appropriation ||3139558 ||3500789 |
2. Operation / State of the Company's Affairs
The Company is engaged in the business of trading of commodities / goods and in realestate business. The Company at appropriate time would decide to directly engage in thebusiness of real estate and infrastructure.
The revenue from operations of the Company was Rs. 6420644/- compared to Rs.12205963/- of previous financial year. The net profit after tax was Rs. 3139558/-during the financial year 2019-2020 compared to profit of Rs. 3500789/- of previousfinancial year.
3. Change in the nature of business If Any
There is no change in the nature of business of the Company during the financial yearended on 31st March 2020.
4. Transfer to Reserves & Dividend
The Board of Directors do not propose to carry any amount to any reserves. Further inview of inadequate profit your Directors do not recommend any dividend for the year endedon 31st March 2020.
5. Material changes and commitments after the end of Financial Year
Between the end of the financial year of the Company as on 31st March 2020and the date of the Board's report there are no material changes and commitments whichhave any effect on the financial position of the Company.
6. Extract of the Annual Return
The extract of the Annual Return in Form No. MGT-9 as prescribed under section 92(3) ofthe Companies Act 2013 read with Rule 12(1) of the Companies (Management andAdministration) Rules 2014 is attached herewith as "Annexure - A"and the same is also available on the website of the Company at www.ozoneworld.in
7. Listing on Stock Exchanges
The equity shares of the Company are listed on BSE Limited.
8. Number of Meetings of the Board
During the financial year 7 (seven) meetings of the Board of Directors of the Companywere held on 29th May 2019 13th August 2019 30thSeptember 2019 19th October 2019 12th November 2019 21stDecember 2019 and 22nd January 2020. The intervening gap between the meetingswas within the period prescribed under the Companies Act 2013.
Number of Meetings attended by each Director during financial year 2019-2020:
|Name of Director ||No. of Meeting held during the year ||No. of Meetings attended |
|Mr. Jayeshkumar Patel ||7 ||7 |
|Mrs. Rinaben Deepak Patel ||7 ||7 |
|Mr. Dilipkumar Patel ||7 ||7 |
|Mr. Suresh Patel ||7 ||7 |
Pursuant to the provisions of the Companies Act 2013 and the Rules framed thereunderand the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations")(to the extent applicable) the Company has constitutedthe following Committees:
(A) Audit Committee
The terms of reference in the nature of role power and review of information by theAudit Committee are in compliance with the provisions of Regulation 18 of the ListingRegulations and Section 177 of the Companies Act 2013.
The Audit Committee comprises of three members i.e. Mr. Dilipkumar Patel Independent& Non-Executive Director is the Chairman and Mr. Suresh Patel Independent &NonExecutive Director and Mr. Jayeshkumar Patel Managing Director are members of theAudit Committee.
During the financial year 2019-2020 four meetings of the Audit Committee were held on29th May 2019 13th August 2019 12th November 2019 and22nd January 2020. All the members of the Audit Committee were present in allthe four meetings.
(B) Stakeholders Relationship Committee
The Stakeholders Relationship Committee is in compliance with Regulation 20 of theListing Regulations and Section 178 of the Companies Act 2013.
The Stakeholders Relationship Committee comprises of three members i.e. Mr. SureshPatel Independent & Non-Executive Director is the Chairman and Mr. Dilipkumar PatelIndependent & Non-Executive Director and Mr. Jayeshkumar Patel Managing Director aremembers of the Stakeholders Relationship Committee. The Committee looks into the redressalof investor's complaints like delay in transfer of shares non-receipt of annual reportsetc.
During the financial year 2019-2020 the Company has not received any complaints fromthe shareholders.
During the financial year 2019-2020 four meetings of the Stakeholders RelationshipCommittee were held on 29th May 2019 13th August 2019 12thNovember 2019 and 22nd January 2020. All the members of the StakeholdersRelationship Committee were present in all the four meetings.
(C) Nomination and Remuneration Committee
The Nomination and Remuneration Committee is in compliance with Regulation 19 of theListing Regulations and Section 178 of the Companies Act 2013.
The Nomination and Remuneration Committee comprises of three members i.e. Mr.Dilipkumar Patel Independent & Non-Executive Director is the Chairman and Mr. SureshPatel Independent & Non-Executive Director and Mrs. Rinaben Deepak PatelNonExecutive Director are members of the Nomination and Remuneration Committee.
During the financial year 2019-2020 two meetings of the Nomination and RemunerationCommittee were held on 30th September 2019 and 21st December 2019.All the members of the Nomination and Remuneration Committee were present in the saidmeeting.
10. Directors' Responsibility Statement
In accordance with the provisions of section 134(5) of the Companies Act 2013 theBoard of Directors of the Company hereby confirms that -
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along-with proper explanation relating to material departures if any;
(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 that period;
(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 laid down internal financial control to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; 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.
11. Auditors & Auditors Report
M/s Ashok Thakkar & Co. Chartered Accountants Ahmedabad (Firm Registration No.112754W) was appointed as Auditors at the 28th Annual General Meeting for aterm of five years from the conclusion of the 28th Annual General Meeting tillthe conclusion of the 33rd Annual General Meeting. M/s Ashok Thakkar & Co.Chartered Accountants have tendered their resignation from the position of statutoryauditors resulting into a casual vacancy in the office of statutory auditors of theCompany as envisaged by Section 139(8) of the Companies Act 2013.
Based on the recommendation of the Audit Committee the Board of Directors at theirmeeting held on 7th November 2019 proposed and recommended M/s Dharit Mehta& Co. Chartered Accountants (Firm Registration No. 112754W) be appointed as thestatutory auditors of the Company to fill the casual vacancy caused by the resignation ofM/s Ashok Thakkar & Co. Chartered Accountants who shall hold office upto theconclusion of 31st Annual General Meeting of the Company.
Further as per Section 139 of the Companies Act 2013 M/s Dharit Mehta & Co.Chartered Accountants (Firm Registration No. 112754W) is proposed to be appointed asstatutory auditors for a period of five years from the conclusion of 31stAnnual General Meeting till the conclusion of 36th Annual General Meeting. TheBoard recommends his appointment as statutory auditors of the Company.
There are no qualifications or reservation or adverse remark or disclaimer in theAuditors Report for the year 2019-2020 and hence does not require any furtherclarification / comments.
12. Particulars of loans guarantees or investments under section 186 of the CompaniesAct 2013
Particulars of investments made and loans given covered under the section 186 of theCompanies Act 2013 has been provided in Note No. 1.01 of the notes to the financialstatement which form part of this Annual Report. The company has not given any guaranteeduring the financial year.
13. Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 of the Companies Act 2013
The Company has pursuant to the approval of Audit Committee the Board of Directors andshareholders of the Company entered into related party transactions. The saidtransactions entered by the company with Related Parties were at arm's length basis.
The detail of contracts or arrangements with related parties for the financial yearended on 31st March 2020 is given in Note No. 5 of the financial statements of theCompany.
14. Directors and Key Managerial Personnel
i. Appointment & Cessation of Director
During the financial year none of the Directors were appointed or ceased to be theDirector of the Company.
ii. Retirement by Rotation
In accordance with the provisions of section 152(6) of the Companies Act 2013 and interms of the Articles of Association of the Company Mr. Jayeshkumar Patel (DIN 00907323)will retire by rotation at the ensuing Annual General Meeting and being eligible offerherself for reappointment. The Board recommends his reappointment.
iii. Key Managerial Personnel
As on 31st March 2020 Mr. Jayeshkumar Patel (DIN 00907323) ManagingDirector Mr. Nilesh R. Joshi Chief Financial Officer and Ms. Suhani Simlote CompanySecretary
& Compliance Officer of the Company are Key Managerial Personnel as per theprovisions of Section 203 of the Companies Act 2013.
During the financial year Ms. Deepna Vaghela has resigned as a Company Secretary &Compliance Officer with effect from 19th October 2019 and Ms. Suhani Simlotehas been appointed as a Company Secretary & Compliance Officer with effect from 21stDecember 2019.
iv. Profile of Directors seeking appointment / re-appointment
As required under the provision of listing regulations and secretarial standard-2 theprofile of directors seeking appointment / re-appointment at the ensuing Annual GeneralMeeting is annexed to the notice convening 31st Annual General Meeting.
v. Independent Directors
The Independent Directors have submitted their declarations of independence asrequired pursuant to the provisions of section 149(7) of the Companies Act 2013 statingthat they meet the criteria of independence as provided in section 149(6) of the Act.
The meeting of the Independent Directors as per Schedule IV of the Companies Act 2013was held on 12th November 2019. Both the independent directors were present atthe said meeting.
vi. Annual Evaluation of Board's Performance
In terms of the provisions of Section 134(3)(p) the Companies Act 2013 read with Rule8(4) of the Companies (Accounts) Rules 2014 the Board of Directors has carried out theannual performance evaluation of itself the Directors individually as well as theevaluation of its committees.
The Board has evaluated the composition of the Board its committees experience andexpertise performance of duties and obligations governance issues etc. Performance ofindividual Directors and Chairman was also carried out in terms of adherence to code ofconduct participation in board meetings implementing corporate governance practices etc.The Directors expressed their satisfaction with the evaluation process.
vii. Nomination and Remuneration Policy
The Board of Directors of the Company has on recommendation of the Nomination andRemuneration Committee framed and adopted a policy for selection and appointment ofDirectors and Key Managerial Personnel and their remuneration. The terms of reference andother matters related to Nomination and Remuneration Policy are as per the provisions ofSection 178 of the Companies Act 2013.
15. Secretarial Audit Report
Pursuant to the provisions of section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s Ashwin J. Patel & Associates Practicing Company Secretaryto undertake the secretarial audit for the financial year ended on 31st March2020. The Secretarial Audit Report is attached herewith as "Annexure - B".
There are no qualifications or reservation or adverse remark or disclaimer in theSecretarial Auditors Report for the year 2019-2020 and hence does not require anyclarification / comments.
16. Fixed Deposit
During the financial year 2019-20 the Company has not accepted any deposit within themeaning of section 73 and 74 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.
17. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:
In view of the nature of the business activities of the Company related to trading ofcommodities and real estate the information required under the provisions of section134(3)(m) of the Companies Act 2013 read with Rule 8(3) the Companies (Accounts) Rules2014 with respect to conservation of energy and technology absorptions is not applicable.There was no foreign exchange earning and outgo during the financial year.
18. Risk Management
The Board of Directors of the Company has adopted a Risk Management Policy to identifythe key risk and develop action plans to mitigate those risks to assess the risks onperiodical basis including effective control and management reporting system etc.
In the opinion of the Board as on date there are no elements of risk which maythreaten the existence of the Company.
19. Whistle Blower Policy / Vigil Mechanism
The Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated Whistle Blower Policy/VigilMechanism policy in compliance with the provision of Section 177(10) of the Companies Act2013. The policy provides for a framework and process whereby concerns can be raised byits employees against any kind of discrimination harassment victimization or any otherunfair practice being adopted against them.
20. Significant and Material Orders passed by Regulators
There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operation in future.
21. Adequacy of Internal Financial Controls
The Company has put in place adequate internal financial controls with reference to thefinancial statements. During the financial year such internal financial controls wereoperating effectively and it is commensurate with the size of the Company and the natureof business of the Company.
22. Particulars of Employees
The information required pursuant to section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of the employees are given in "Annexure- C".
23. Corporate Governance
Pursuant to Regulation 15 of the Listing Regulations the compliance with the corporategovernance provisions is not applicable to companies having paid up equity share capitalnot exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Crore as on the last day ofthe previous financial year.
As the paid up share capital and net worth of the Company is below the threshold limitas mentioned above the Report on Corporate Governance as on 31st March 2020is not applicable to the Company.
24. Management Discussion And Analysis Report
Pursuant to the Listing Regulations the Management Discussion and Analysis Reportforms part of this Annual Report.
25. Other Disclosures
(a) The provisions related to Corporate Social Responsibility as per Section 135 of theCompanies Act 2013 read with the Companies (Corporate Social Responsibility Policy)Rules 2014 is not applicable to the Company.
(b) The Company does not have any subsidiary joint venture or associate company duringthe financial year and no company have become or ceased to be subsidiary joint venture orassociate company during the financial year.
(c) The Company has not issued equity shares with differential rights as to dividendvoting or otherwise.
(d) The Company has not issued sweat equity shares to its directors or employees.
(e) The Company does not have any Employees Stock Option Scheme for itsEmployees/Directors.
(f) The Auditors has not reported any frauds under sub-section (12) of Section 143 ofthe Companies Act 2013.
(g) Maintenance of cost records as specified by the Central Government under subsection(1) of section 148 of the Companies Act 2013 is not applicable to the Company.
(h) The Company has complied with the provisions relating to the constitution ofInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and during the financial year theCompany has not received any complaints under the said Act.
The Board wishes to express its deep appreciation to all the staff members banksshareholders suppliers customers auditors and government authorities for their supportand co-operation.
| ||For and On Behalf of Board of Directors |
|Place: Ahmedabad ||Jayeshkumar Patel |
|Date: 7th November 2020 ||Chairman & Managing Director |
| ||(DIN 00907323) |