Your Directors present their 70th Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2020.
STATE OF COMPANY'S AFFAIRS:
Your Company was in the business of sales and service of Lead Storage BatteriesPower Backup Systems and Automotive parts. It had a nationwide network of 19 sales officesand warehouses and staff of 120 providing sales and services to the customers' acrossIndia. From the month of November 2016 the Company has shrunk its business and closeddown most of the branches and many staff members have resigned.
The financial highlights of the year are:
(Rs. in Lacs)
| ||Standalone |
|Particulars ||As on March 31s1 2020 ||As on March 31st 2019 |
|Income from operation ||33 ||5 |
|Other Income ||354 ||42 |
|Total Income ||387 ||47 |
|Profit/(loss) before Interest Depreciation Tax and Exceptional Items ||76 ||(447) |
|Less: Interest Expenses ||(167) ||(61) |
|Less: Depreciation ||(8) ||(10) |
|Less: Exceptional Items ||(4) ||858 |
|Profit/(loss) before Tax ||(103) ||340 |
|Less Provision for Taxation ||0 ||(4) |
|Net Profit/(Loss) after Tax ||(103) ||336 |
During the financial year 2019-2020 the Total Income was Rs. 387 lakhs compared to lastyear's total income of Rs. 47 Lakhs. Loss before Tax was Rs. 103 Lakhs in the current yearas compared to Rs. 340 Lakhs profit in the previous year. This was due to the decrease insales on account of difficult market condition financial crunch and challenging situationworldwide.
DIVIDEND AND BOOK CLOSURE:
The Board of Directors do not recommend any dividend on equity shares for the currentfinancial year.
The register of members and share transfer books will remain closed from December 23rd2020 to December 30th 2020 (both days inclusive) for the 70thAnnual General Meeting of the Company scheduled to be convened on December 30 2020 at11.00 a.m. through Video Conferencing (VC) / Other AudioVisual Means (OAVM).
The current Authorised Share Capital of the Company is Rs. 250000000 (Rupees TwentyFive Crores) divided into 15000000 (One Crore Fifty lacs) Equity shares of Rs.10/- eachand 1.00. 00.000 (One Crore ) Preference shares of Rs.10/- each.
The paid up Equity share capital of the Company as on March 31 2020 wasRs.104196000/- comprising 10419600 equity shares of Rs. 10/- each.
The paid up Preference share capital of the Company as on March 31 2020 was Rs.9.10.00. 000/- comprising of 9100000 11% Non-Convertible Cumulative RedeemablePreference shares of Rs.10/- each.
MEETING OF BOARD OF DIRECTORS:
The Meetings of the Board of Directors are pre-scheduled and intimated to all theDirectors in advance in order to help them plan their schedule. However in case ofspecial and urgent business needs approval is taken either by convening meetings at ashorter notice with consent of all the Directors or by passing resolutions throughcirculation. During the year the Board of Directors met 6 times i.e. on May 29 2019August 05 2019 August 14 2019 November 13 2019 and January 27 2020 and February 132020.
DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:
Pursuant to the provisions of Section 134(3) (d) of the Companies Act 2013 disclosureis hereby given that the Company has received declaration / confirmation of independencefrom all the Independent Directors of the Company.
The certificates of independence received from all the Independent Directors have beenduly noted by the Board.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION PURSUANT TO SECTION 178(3) OF THECOMPANIES ACT 2013:
The Board of Directors of your Company in consultation with Nomination and RemunerationCommittee had formulated and adopted Code for Independent Directors and which containspolicy on director's appointment and remuneration including criteria for determiningqualification positive attributes and independence of directors.
Board of Directors of the Company duly consider appointment of the Directors inadherence with the policy prescribed under the code of independent directors andprovisions of section 178(3) of the Companies Act 2013.
The Company has an Independent Audit Committee comprising of 3 members i.e. 2Independent Directors and 1 Executive Director. All the members of the Audit Committee arefinancially literate. In view of their professional qualification and experience infinance all are considered to have financial management and accounting related expertise.Terms of reference of the Audit committee are elaborated in the Corporate Governancereport which forms the part of this Annual Report.
The Audit Committee presently comprises of Mr. Kapil Ladha as the Chairman Mr. DipenJhaveri and Mr. Pritam A. Doshi as its members.
NOMINATION AND REMUNERATION COMMITTEE:
Pursuant to the provisions of Section 178 (5) of the Companies Act 2013 Rule 6 of theCompanies (Meetings of Board & its Powers) Rules 2014 and Regulation 19 read withPart D of Schedule II of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 your Company has constituted a Nominationand Remuneration Committee of the Board of Directors.
The Nomination & Remuneration Committee presently comprises of and Mr. Kapil LadhaIndependent Director as a Chairman Mr. Dipen Jhaveri and Mrs. Priyadarshani A. Doshi asits members. Terms of reference of the Nomination & Remuneration committee areelaborated in the Corporate Governance report which forms the part of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 20read with Part D of Schedule II of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015. The Stakeholder RelationshipCommittee presently comprises of Mr. Kapil Ladha Independent Director as the ChairmanMr. Pritam A. Doshi and Mrs. Priyadarshani A. Doshi as its members. Terms of reference ofthe Stakeholders Relationship Committee are elaborated in the Corporate Governance reportwhich forms the part of this Annual Report.
The minutes of the Stakeholder Relationship Committee meetings are reviewed and notedby the Board from time to time.
DIRECTORS RESPONSIBILITY STATEMENT:
The Board of Directors confirms that:
(a) in the preparation of the annual accounts for the financial year ended March 312020 the applicable accounting standards had been followed along with proper explanationrelating 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 and loss 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 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; and
(e) the directors in the case of a listed company had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating
PARTICULARS OF LOANS MADE GUARANTEES GIVEN OR INVESTMENTS BY THE COMPANY U/S 186 OFTHE COMPANIES ACT 2013:
Particulars of loans made guarantees given or investments in securities by the Companyare provided in the notes to the Financial Statements.
PARTICULARS OF CONTRACT OR ARRANGEMENTS WITH RELATED PARTIES IN A PRESCRIBED FORMALONGWITH THE JUSTIFICATION FOR ENTERING INTO SUCH CONTRACT OR ARRANGEMENT:
During the year there was no related party transactions of material nature that mayhave a potential conflict with interests of the Company all transactions with relatedparties were in the normal course of business. On recommendation of Audit Committee theBoard ratifies all the related party transactions on quarterly basis. The details of thetransactions are annexed herewith as Annexure- 1' in the prescribed formAOC-2.
MATERIAL CHANGES AND COMMITMENTS:
There were no material changes and commitments done by management affecting thefinancial position of the Company between the end of the financial year of the company towhich the financial statements relates and the date of the report.
STANDALONE FINANCIAL STATEMENT:
In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Standalone Financial Statements the audited Standalone FinancialStatement is provided in the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of the Companies Act 2013 are not applicable to theCompany as it is suffering losses for more than three consecutive years; hence disclosurein this regard is not provided.
VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES (SECTION 177(10)):
The Board of directors of the Company believes in conducting all its affairs in a fairand transparent manner by adopting highest standards of professionalism honestyintegrity and ethical behavior. The directors are committed to comply with the laws andregulations to which it is subject. For this it has put in place systems policies andprocedures to interpret and apply these laws and regulations in the organizationalenvironment. In consonance with the object of transparency and good governance the boardof directors of the company formulated and adopted "Whistle Blower Policy and VigilMechanism"
The organization's internal controls and operating procedures are intended to detectand prevent improper activities. In this regard the Company believes in developing aculture where it is safe for all the Directors/Employees to raise concerns about any pooror unacceptable practice and any event of misconduct. These help to strengthen and promoteethical practices and ethical treatment of all those who work in and with theorganization.
The main objective of this Policy is to provide a platform to Directors and Employeesto raise concerns regarding any irregularity misconduct or unethical matters / dealingswithin the group which have a negative bearing on the organization either financially orotherwise.
RATIO OF THE REMUNERATION OF EACH DIRECTOR TO THE MEDIAN EMPLOYEESREMUNERATION (SECTION 197(12)):
Details pertaining to remuneration as required under section 197(12) of the Companiesact 2013 read with rule 5(1) of the companies (appointment and Remuneration of managerialpersonnel) rules 2014 are provided in Annexure-2' to the Board's Report.
MANAGERIAL REMUNERATION AND RELATED DISCLOSURES:
Disclosures pertaining to remuneration to directors and other details as required underSection 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report.
Pertaining to the provisions of Section 197(12) of the Act read with Rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the board of directors do hereby declare that:
(i) No employee throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than sixty lakh rupees;
(ii) No employee for a part of the financial year was in receipt of remuneration forany part of that year at a rate which in the aggregate was not less than five lakhrupees per month;
(iii) No employee throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.
SUBSIDIARY / ASSOCIATE COMPANIES:
The Company had one unlisted Indian Wholly owned subsidiary as defined in Regulation(2)(zm) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015namely PAE Infrastructure Pvt. Ltd. and one Associate company namely Shurjo Energy Pvt.Ltd. The Shareholders in the 68th Annual General Meeting have accorded fordivest and dispose off of PAE Infrastructure Pvt. Ltd. a wholly owned Subsidiary of theCompany by way of striking-off u/s 248(5) of the Companies Act 2013. Accordingly on20.12.2018 PAE Infrastructure Pvt. Ltd. has applied for striking off from ROC but tilldate Examination for striking off is under process by ROC as per their status.
DEPOSITS COVERED UNDER CHAPTER-V OF THE COMPANIES ACT 2013:
In terms of explanation to Rule 19 of the Companies (Acceptance of Deposits) Rules2014 the Company has to pay an amount of Rs.4.76 Lakhs deposits including interest of Rs.0.51 Lakhs are matured but not claimed for the year under review and will be repaid onclaim of respective holder as per the terms of acceptance of the same
During the year the Company has not accepted any new deposits from public in terms ofsection 73 of the Companies Act 2013.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
Management's Discussion and Analysis Report for the year under review as stipulatedunder regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosures)Requirements 2015 is presented in a separate section forming part of the Annual Report.
STATUTORY AUDITORS AND INDEPENDENT AUDIT REPORT
Due to the sudden demise of Mr. Rohit Vakharia of M/s. R.C. Vakharia & Co. on March31st 2020 M/s. Jayesh Dadia & Associates LLP the present Statutory Auditors of theCompany were appointed on a Board Meeting held on April 24 2020 in the casual vacancycaused by such death till the conclusion of the forthcoming AGM and have sought approvalof members to appoint them for the aforesaid period.
The Company has received Consent Letter from the Auditors to the effect that theirappointment if made would be within the prescribed limits under the provisions of theCompanies Act 2013 and also that their firm is not disqualified within the meaning ofSection 141 of the Companies Act 2013 for such appointment.
The Audit Committee and the Board of Directors therefore recommend the appointment ofM/s. Jayesh Dadia & Associates. Chartered Accountants as Statutory Auditors of theCompany for the financial year 2020-2021 for the approval of the Members.
Necessary Resolution and explanation thereto have been provided in the AGM noticeseeking approval of members.
Further the report of independent auditors on standalone financial statements ispresented in a separate section forming part of the Annual Report.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
The Company has undertaken Secretarial Audit for the year 2019-2020 which inter aliaincludes audit of compliance with the Companies Act 2013 and the Rules made under theAct Listing Agreement and Regulations and Guidelines prescribed by the Securities andExchange Board of India and Foreign Exchange Management Act 1999. The Secretarial AuditReport issued by M/s. Leena Agrawal & Company Practicing Company Secretary isenclosed herewith as Annexure-3.
RESPONSES TO QUALIFICATIONS RESERVATIONS ADVERSE REMARKS & DISCLAIMERS MADE BYTHE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS:
Referred to Basis for Qualified Opinion' by Statutory Auditors in their reportwe hereby reply that:
2(a) The company has undergone financial stress due to adverse market conditions sincethe last few years. However the company is in the process of identifying options for theway forward including clearing the bank dues and releasing / monetizing any assets it canand to reduce its liabilities.
(b) A few legal cases against the company are pending and by definition the outcome isunascertainable. As and when these judgments are announced the Company books will reflectthe same.
Response to the Qualifications/Adverse remarks in Secretarial Audit Report.
There are no adverse remarks in the Secretarial Audit Report provided by Ms. LeenaAgarwal Practicing Company Secretary of the Company.
Company considers its employees as most valuable resource and ensures strategicalignment of Human Resource practices to business priorities and objectives. The Companyhas a dedicated team of employees at various locations across our corporate office andbranch offices (including Subsidiary Companies) spread across the country. The Companystrives to inculcate the culture where its employees are motivated and their performanceis aligned with values. Company has achieved this present level of excellence through thecommitment and dedication exhibited by its employees. The focus on improving productivityand adoption of best practices in every area are being pursued relentlessly. An effort foractive participation nurturing creativity and innovation and ensuring a climate ofsynergy and enthusiasm has been at the core of Human Resource initiatives andinterventions.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:
During the year under review the company formed the committee to prevent Sexualharassment under the Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013 and Formulated Policy on prevention of sexual harassment andsafety of women employees at work place. There was no incidence of sexual harassment wastaken place during the financial year ended 31st March 2020..
SIGNIFICANT REGULATORY OR COURT ORDERS:
During the Financial Year 2019-20 there were no significant and material orders passedby the regulators or Courts or Tribunals which can adversely impact the going concernstatus of the Company and its operations in future
As required by the existing Regulation 34 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 (ListingRegulations') a detailed report on Corporate Governance is included in the Annual Report.
M/s. Jayesh Dadia & Associates LLP. Chartered Accountants have certified theCompany's compliance of the requirements of Corporate Governance in terms of Regulation 34of the Listing Regulations and their Compliance Certificate is annexed to the Report onCorporate Governance.
Since the company is in business of Trading and does not come under purview of In theCompanies (Cost Records and Audit) Rules 2014 and the Company is not required to maintaincost records under Section 148(1) of the Companies Act 2013.
EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return in Form MGT-9 is enclosed with this report asAnnexure-4.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Since the Company does not own any manufacturing facility or unit hence disclosureswith respect to conservation of energy technology absorption being not relevant have notbeen given. During the year the foreign exchange outgo was NIL and foreign exchangeearnings were Nil.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the Section 125 applicable provisions of the Companies Act 2013 read withthe Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 ("IEPF Rules") all the unpaid or unclaimed Fixed DepositAmount is required to be transferred to the IEPF established by the Central Governmentupon completion of 7 (seven) years.
LISTING FEES AND TRADING CONFIRMATION:
Your Company has asked for extension to pay the requisite annual listing fees to BSELimited (BSE) where its securities are listed given the current COVID-19 situation. Asregards National Stock Exchange of India Limited (NSE) the Company has applied fordelisting of its shares vide letter dated 20.3.2019.
INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENT
Your Company has adequate internal financial control and adopted Internal FinancialControl Policy in order to maintain confidentiality of price sensitive information andinternal financial control.
The Company has mechanisms to inform the Board Members about the risk assessment andminimization procedures and periodical review to ensure that executive management controlsrisk through means of a properly identified framework. Risk management is an ongoingprocess and the Audit Committee will periodically review risk mitigation measures. TheBoard of Directors has not constituted a Risk Management Committee as is not mandatory tothe company vide circular bearing number CIR/CFD/POLICY CELL/7/2014 issued by SEBI datedSeptember 15 2014.
The Board of Directors of the Company and the Audit Committee shall periodically reviewand evaluate the risk management system of the Company so that the management controls therisks through properly defined network.
Head of Departments shall be responsible for implementation of the risk managementsystem as may be applicable to their respective areas of functioning and report to theBoard and Audit Committee.
Statements in the Director's Report and the Management Discussion and Analysis Reportdescribing the Company's objectives projections expectations estimates or forecasts maybe forward-looking within the meaning of applicable laws and regulations. Actual resultsmay differ substantially or materially from those expressed or implied therein due torisks and uncertainties. Important factors that could influence the Company's operationsinter alia include global and domestic demand and supply conditions affecting sellingprices of finished goods input availability and prices changes in governmentregulations tax laws economic political developments within the country and otherfactors such as litigations and industrial relations.
Your Directors take this opportunity to thank all investors clients vendors banksregulatory Government authorities and Stock Exchanges for their continued support andcooperation. The Directors also wish to place on record their appreciation of thecontribution made by the business partners / associates at all levels.