To the Members
Your Directors are pleased to present die Twenty Nindi Annual Report and AuditedAccounts for the financial year ended 31s1 March 2021.
I. FINANCIAL RESULTS
|Particulars ||Year ended 31.03.2021 ||Year ended 31.03.2020 |
|Revenue From Operations ||12.45 ||19.75 |
|Other Income ||0.37 ||0.00 |
|Total Income from Operations ||12.82 ||19.75 |
|EBIDTA ||5.87 ||(25.73) |
|Less: Dqireciation ||- ||- |
|Interest ||- ||- |
|Taxation || || |
|- Current Tax ||0.92 ||- |
|- Deferred Tax Asset ||0.35 ||(7.05) |
|- MAT Credit Entitlement ||(0.92) ||(6.08) |
|Profit After Tax ||5.52 ||(12.60) |
|Other Comprehensive Income (net of tax) ||0.77 ||0.02 |
|Total Comprehensive Income for the year ||6.29 ||(12.58) |
In view of die accumulated losses no dividend is recommended for die year underreview.
III. PERFORMANCE REVIEW
During the year under review the Company's total income stood at Rs. 12.82 lakhsagainst Rs. 19.75 lakhs in the previous year. For the financial year under review diecompany lias earned a profit of Rs. 6.29 lakhs as against loss Rs. 12.58 lakhs in theprevious year.
The Company's future results will depend on how fast the businesses and economicalactivities come back on track.
COVID -19 IMPACT
The outbreak of COVID - 19 virus a global pandemic has affected die world economyincluding India. Performance of die company is mainly improved consequent to significantopening up of the economic activity in the country the unprecedented rise in the capitalmarket is seen recently improved compared to that during the initial phases of Covid-19including the lock down period.
The extent to which the Covid-19 pandemic including the current second wave witnessedin die country will continue to impact the Company's operations and financials willdepend on the future developments which are uncertain and will depend on liowrfast die businesses odier commercial and economical activities come back on track.
IV. CHANGE IN NATURE OF BUSINESS
'ITiere has been no change in business activities of the Company.
V. MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial position of theCompany between the end of the financial year and the date of this Report.
VL SUBSIDIARIES AND JOINT V ENTURES
The Company does not have Subsidiary or Joint Venture.
VII. RISK AND CONCERNS
External environment remains uncertain and challenging. COV1D-19 pandemic is slowingglobal economy uncertainty surrounding trade policies and the political situation in manyregions witnesses possible moderation in business confidence and investment. Uncertaintyover the global trade environment and volatility in the financial markets have not yetsubsided and could posedownside risks to this forecast.The recovery of the underlyingeconomy will be slow and it will take around few quarters for normalcy to come back acrosssectors.
VIII. RISK MANAGEMENT POLICY
The Company has in place a Risk Management Policy to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed through risk response strategies andmitigating actions. All risks including investments are reviewed in the meetings of theBoard of Directors. Risks related to operations; compliances & systems are reviewed indetail by the Audit Committee.
Company's business activities fall within a single primary business segment coveredunder IND AS 108 on Operating Segments. The Company continues to mainly undertake businessactivities of providing advisory and consultancy services.
X. INTERNAL FINANCIAL CONTROL SYSTEMS AND ADEQUACY
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. During the year suchcontrol was tested and no reportable material weakness in the design or operation wasobserved.
XI. CAUTIONARY STATEMENT
The statement in the Board Rqrort and Management's Discussion &. Analysis reportreflects Company's objectives expectations or predictions may be forward lookingstatement that involves risks and uncertainty. The company undertakes no obligation topublicly update or revise any forward looking statements whether as a result of newinformation future events or otherwise. Actual results performance or achievementscould differ materially from those expressed or implied in such forward-lookingstatements. Readers are cautioned not to place undue reliance on these forward lookingstatements that speak only of the expectations as on the date.
XH. EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return as required under section 92 (3) of the Act in formMGT- 9 is annexed as Annexure 1 and also available on the Company's website onwww.parshartiinvestment.com.
XIII. NOMINATION AND REMUNERATION COMMITTEE Terms of Reference
Hie Company lias constituted a Nomination and Remuneration Committee pursuant toSection 178(1) of the Companies Act 2013. The terms of reference of this Committee arewide enough covering the matters specified under the Listing Regulations 2015 and theAct. The composition of Nomination and Remuneration Committee consists of two independentdirectors and one non -executive director.
Remuneration Policy of the Company aims at recommending Director's Key ManagerialPersonnel appointment and payment of remuneration and is based on evaluation criteria suchas industry benchmarks Company's annual performance and its strategy expertise talentincluding criteria for determining qualifications positive attributes and independenceof a Director.
Criterial for determining qualifications positive attributes independence and othermatters concerning director
In terms of the provisions of clause (e) of section 134(3) read with Section 178(3) ofCompanies Act 2013 the Nomination and Remuneration Committee while appointing aDirector takes into account the following criteria for determining qualificationspositive attributes and independence:
Qualification: Diversity of thought experience industry knowledge skills and age.
Positive Attributes: Apart from the statutory duties and responsibilities theDirectors are expected to demonstrate high standard of ethical behaviour goodcommunication and leadership skills and take impartial judgment.
Independence: A Director is considered Independent if he/she meets the criteria laiddown in Section 149(6) of the Companies Act 2013 the Rules framed thereunder andRegulation 16( 1 Xb) of the Listing Regulations 2015.
Annual evaluation of Board Committees and individual Directors
Pursuant to the provisions of the Companies Act 2013 Listing Regulations 2015 and theRemuneration Policy of the Company the Board of Directors/ Independent Directors/Nomination and Remuneration Committee (as applicable) lias undertaken an evaluation of itsown performance tire performance of its Committees and of all the individual Directorsincluding the Chairman of the Board of Directors based on various parameters relating toexperience competencies roles responsibilities and obligations of the Boardeffectiveness of its functioning contribution of Directors at meetings and thefunctioning of its Committees. The same is fomid to be satisfactory.
XIV. AUDIT COMMITTEE
The Audit C ommittee is duly constituted as per the provisions of Section 177 of theCompanies Act 2013. The role of audit committee includes which inter alia includeoverseeing the Company's financial reporting process recommending the appointment ofExternal Auditors
fixation of audit fees reviewing w ith the management the financial statement beforesubmission to the Board to approve transactions of the Company with related partiesreview ing adequacy of internal control systems discussion with Internal Auditors of anysignificant findings discussion w ith Statutory Auditors about the nature and scope ofaudit etc.
During the year under review the Audit Committee has met four times on22.06.202012.08.2020 17.10.2020 and 21.01.2021.
XV. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee is duly constituted as per the provisions ofSection 178 of the Companies Act 2013.
The role of the Committee is to approve/ratify transfer of securities and look intoshare transmission rematerialization and dematerialization of shares and to consider andresolve securities holders' complaint. The meetings of the Committee are held onperiodical basis and the complaints are responded within the time frame provided.
XVI. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri. Devendra Kumar Goyal DIN - 00180212 Director of the company retires by rotationat the forthcoming Annual General Meeting in accordance with the provisions of theCompanies Act 2013 and being eligible offer himself for the re-appointment.
During the year under review Mrs. Priyanka Gupta DIN- 08909562 was appointed on I7bOctober 2020 in the board meeting as the additional independent director subject to theapproval of the members in the ensuing Annual General Meeting.
Her appointment as an Independent Director of the Company proposed to hold office for aterm of 5 (five) years with effect from 17lh October 2020 and that she shallnot be liable to retire by rotation.
The Company has received a declaration in terms of section 149(7) of the Act from allthe Independent Directors confirming that they meet the criteria of Independence asprovided in Section 149(6) of the Act and under Regulation 16(1) (b) of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015.
The Company lias received declarations from all the Directors confirming that they arenot disqualified/ debarred from being appointed/ reappointed as Director.
In accordance with the provisions of the Companies Act 2013 none of the IndependentDirectors are liable to retire by rotation.
Key Managerial Personnel
In terms of Section 203 of the Act the Company has the following Key ManagerialPersoimel:
Mr. Rameshwar Dayal Goyal (DIN No.00184667): Whole time Director and Mr. JitendraKalyanji Panchal(DJN No. 00180386): Whole time Director and CFO and Mr. Mohd ShakeelKayamkhani(M No. 27495) Company Secretary and Compliance officer.
XVII. NUMBER OK MEETINGS OE THE BOARD
During the year under review the Board met four times on22.06.202012.08.202017.10.2020 and 21.01.2021 in accordance with the provisions of theCompanies Act 2013 and rules made thereunder.
XVIII. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:
i. That in the preparation of the accounts for the financial year aided 31stMarch 202 i the applicable accounting standards have beai followed along with properexplanation relating to material departures;
ii. That the Directors have selected such accounting policies and applied thanconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the aid of financialyear and of the profit or loss of the Company for the year under review;
iii. That the Directors have takai proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for prevaiting and detecting fraud andother irregularities.
iv. That the Directors have prqiared the accounts for the financial year aided 31stMarch 2021 on going concern' basis.
v. That the Directors have laid down internal financial controls to be followed bytheCompany and that such internal financial controls are adequate and are operatingeffectively.
vi. That the Directors have devised proper systan to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and are operatingeffectively.
XIX. DECLARATION OF INDEPENDENCE
The Company lias received declarations from all the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed under theCompanies Act 2013 and Regulation 16 of the SEBI (LODR) Regulations 2015. The followingare the Non-Executive hidepaidait Directors of the Company:
a) Mr. S Padmanabhan
b) Mr. D.K. Shah
c) Mis. Priyanka Gupta (Since 17.10.2020)
XX. CORPORATE GOVERNANCE
hi view of the provisions of Regulation 15(2) of the Securities and Exchange Board ofIndia (Listing Obligation and Disclosure Requirements) Regulations 2015 the provisionsrelated to Corporate Governance as specified in Regulations 17 to 27 and clauses (b) to(i) of subregulation (2) of Regulation 46 and para C D and E of Schedule V are notapplicable to the Company hence the same is not given in the Report. However the Companycontinues to adheres the best practices prevailing in Corporate Governance and follows thesame in its tme spirit.
XXI. LISTING ON STOCK EXCHANGE
The Company shares are listed on the BSE Ltd and the Company has paid the listing feesfor the Financial Year 2021-22. The shares of the Company are traded at The BSE Ltd havingnationwide terminals.
XXII. VIGIL MECHANISM/WHISTLE BLOWER POLICY
hi compliance with the provisions of Section 177 of the Act and the ListingRegulations the Board of Directors of the Company lias framed the "Whistle BlowerPolicy" as the vigil mechanism for Directors mid the anployees of the Company. Yourdirectors hereby confirm that no compliant was received from any director or employeeduring the financial year under review.
XXIII. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS ANDOUTGO ETC.
The Board has nothing to report under this head as the Company is in the FinancialSector. However the company is taking adequate steps to see that the energy used by thecompany is the minimum under the given circumstances.
"Hie Board has nothing to report under the head technology absorption.
During the year the total foreign exchange used was NIL (previous year Nil) and thetotal foreign exchange earned was NIL (previous year Nil).
XXIV. RISK MANAGEMENT
Managing risk is fundamental to financial services industry. Some risks may arise dueto unintended consequences of internal actions or external events. The Company's RiskManagement framework aligns risk and capital management to business strategies aimed toprotect its financial strength and ensures support to business activities.
The Company has neither accepted nor renewed any deposits during the year within themeaning of Section 73(1) of the Companies Act 2013 and the rules made thereunder.
XXVI. AUDITORS AND THEIR REPORT
M/s. B.K.G & Associates Chartered Accountants (Firm Registration No. 114852W) theStatutory Auditor of the company hold office for a term of five years beginning from theconclusion of the 25lh AGM till the Conclusion of the 30th AGM.
Pursuant to the amendments made to Section 139 of the Companies Act 2013 by theCompanies (Amendment) Act 2017 effective from May 72018 the requirement of seekingratification of the Members for the appointment of the Statutory Auditors has beenwithdrawn from the Statute. Hence the resolution seeking ratification of the Members forcontinuance of their appointment at tliis AGM is not being sought.
There are no audit qualification reservation or adverse remark or disclaimers made bythe Auditors in their report for the year under review.
XXVIL COST RECORDS AND COST AUDITORS
The Company is not required to keep cost records or appoint cost auditors.
XXVIII. SECRETARIAL AUDITORS
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. Nitesh Ranga & Company Company Secretaries in Practice to undertakethe Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed asAnnexure 2.
The Secretarial Auditors have not made any adverse comments or given any qualificationreservation or adverse remarks of disclaimer in their Audit Report.
XXIX. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
During the financial year the Company had no employees on Company's rolls in receiptof remuneration attracting the provisions of section 197(12) of Companies Act 2013 readwith Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014. There are no employees in the company except KMP whose remuneration is reportedelsewhere in this report.
The information as required under Section 197( 12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is provided in Annexure 3 attached to tliis report.
XXX. RELATED PARTY TRANSACTIONS
During the year under review there has been no materially significant Related PartyTransactions having potential conflict with the interest of the Company.
Since all Related Party Transactions entered into by your Company were in the ordinarycourse of business and also on an arm's length basis henceno separate annexure in Form No.AOC -2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts)Rules 2014 is given.
Necessary disclosures required under Ind AS 24 have been made in the Notes to FinancialStatements.
XXXI PARTICULARS OF LOANS GUARANTEES. INVESTMENTS AND SECURITIES:
During the year under review your Company lias not granted any inter-corporate loanneither provided any guarantee In connection with any loan to any party nor made anyinvestment in terms of the provisions of Section 185 & 186 of the Companies Act 2013.
XXXII. CORPORATE SOCIAL RESPONSIBILITY
As per the provisions of Section 135 of the Companies Act 2013 read along withCompanies (Corporate Social Responsibility Policy) Rules 2014 the Company is notrequired to form a Corporate Social Responsibility Committee.
XXXIII. E-VOTINC PLATFORM
In compliance with provisions of Section 108 of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 and General C ircular Nos. 14/202017/2020 20/2020 and 02/2021 dated 8thApril 2020 13th April 2020 5th May 2020 and 13lhJanuary 2021 respectively issued by the Ministry of Corporate Affairs ("MCACirculars") read with Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated 12th May2020 and SEBI/HO/CFD/CMD2/CIR/P/2021/11 dated 15th January 2021 issued by theSecurities and Exchange Board of India your Company has engaged Linkintime India PrivateLimited for providing E-Voting services to set up an electronic platform to facilitateshareholders to cast votes through remote e-voting and also through e-voting system at theensuing Annual General Meeting (scheduled to be held through Video Conferencing/ OtherAudio Visual Means) on the business to be transacted at the said AGM. Detailed procedureis provided in the Notice convening die Annual General Meeting sent to the Shareholders.
XXXIV. REPORT ON MANAGEMENT DISCUSSION ANALYSIS
As required under the listing agreement with stock Exchanges ("ListingAgreement") Management discussion and analysis is amiexed as Annexure 4.
XXXV. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT
The Company does not have any of its securities lying in demat/unclaimed suspenseaccount arising out of public/bonus/right issues as at 31 st March 2021. Hence theparticulars relating to aggregate number of shareholders and the outstanding securities insuspense account and other related matters does not arise.
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review;
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (sweat equity shares) to employees of the Company under any scheme.
4. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company operations in future.
5. Your Directors further state that during the year under review there were no casestiled pursuant to the Sexual I larassment of Woman at Workplace (Prevention prohibitionand Redressal) Act 2013.
Your Directors acknowledge with gratitude and wish to place on record theirappreciation for the support and cooperation received by the Company from its Banka'sShare Holders and Employees and look forward to their continued support.
| ||For & on behalf of the Board |
| ||R.D. Goyal |
|Place: Mumbai ||DIN 00184667 |
|Date: 27.05.2021 ||(Wholetime Director) |