To the Members
Your Directors are pleased to present the Twenty EighthAnnual Report and AuditedAccounts for the financial year ended 31st March 2020.
I. FINANCIAL RESULTS
(Rs. in Lakhs)
| ||Year Ended 31.03.2020 ||Year Ended 31.03.2019 |
|Revenue From Operations ||19.75 ||51.80 |
|Other Income ||- ||0.01 |
|Total Income from Operations ||19.75 ||51.81 |
|EBIDTA ||(25.73) ||6.19 |
|Less: Depreciation ||- ||- |
|Interest ||- ||- |
|Taxation || || |
|- Current Tax ||- ||(0.79) |
|- Deferred Tax Asset ||7.05 ||7.90 |
|- MAT Credit Entitlement ||6.08 ||- |
|Profit After Tax ||(12.60) ||13.30 |
|Other Comprehensive Income (net of tax) ||0.02 ||(0.74) |
|Total Comprehensive Income for the year ||(12.58) ||12.56 |
In view of the losses no dividend is recommended for the year under review.
III. PERFORMANCE REVIEW
For the financial year under review the company has incurred a net loss of Rs.1258105/- as against net profit Rs 1256167/- in previous year. Performance of thecompany is mainly affected because of sudden and prolonged down fall in the valuation offinancial and other assets due to rampant spread of COVID-19 outbreak across borders andgeographies the volatility in the capital market lockdown announced by India governmentslowdown in economy and stress on the banking and financial sectors.
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.
The Company's future results will depend on how fast the businesses other commercialand economical activities come back on track.
IV. SUBSIDIARIES AND JOINT VENTURES
The Company has no Subsidiary or Joint Venture.
V. RISK AND CONCERNS
External environment remains uncertain and challenging. The outbreak of COVID-19pandemic across the globe and in India and consequential nationwide lock down since March24 2020 has caused a significant decline and volatility in the global as well as Indianfinancial markets and slowdown in the economic activities. The industry growth is subduedfor 2019-20 and to be negatively impacted in first half of 2020-21 due to effect of thelock down imposed due to COVID 19. The recovery of the underlying economy will beslow and it will take around few quarters for normalcy to come back across sectors.
VI. 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.
VIII. INTERNAL 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
IX. CAUTIONARY STATEMENT
The statement in the Board Report 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.
X. 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 2.
XI. 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 Mr. D.K.Shah DIN- 08584880 was appointed on 30thOctober 2019 in the board meeting as the additional independent director subject to theapproval of the members in the ensuing Annual General Meeting.
His appointment as an Independent Directors of the Company proposed to hold office fora term of 5 (five) years from the date of forthcoming Annual General Meeting and that heshall not be liable to retire by rotation.
Mr Sivaramakrishnan. Padmanabhan DIN-06971886 is proposed to be re-appointed as anIndependent Director of the Company for a further termof 4 (four) years with effect from28th September 2020 upto and including 27th September 2024 interms of Section 149 and other applicable provisions of the Act and Rules made there undersubject to the approval of the shareholders of the Company at the ensuing AGM of theCompany and that he shall not be liable to retire by rotation.
Smt. Saroj Narasimhan Independent Director's term is expiring on 27th September 2020.She does not wish to continue beyond the present term. The Company expresses itsappreciation for valuable contribution made by her during the tenure of her office.
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 clause 49 of the Listing Agreement.
The Company has received declarations from all the Directors confirming that they arenot disqualified/ debarred from being appointed/ reappointed as Director.
Key Managerial Personnel
In terms of Section 203 of the Act the Company has the following Key ManagerialPersonnel :Mr. Rameshwar Dayal Goyal: Whole time Director and Mr. Jitendra KalyanjiPanchal: Whole time Director and CFO and Mr. Mohd Shakeel Kayamkhani Company Secretaryand Compliance officer.
XII. NUMBER OF MEETINGS OF THE BOARD
During the year under review the Board met six times on 18.04.19 17.05.201930.07.2019 23.08.2019 30.10.2019 and 30.01.2020.
XIII. 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 ended 31stMarch 2020 the applicable accounting standards have been followed along with properexplanation relating to material departures;
ii. That the Directors have selected such accounting policies and applied themconsistently 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 end of financialyear and of the profit or loss of the Company for the year under review;
iii. That the Directors have taken 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 preventing and detecting fraud andother irregularities.
iv. That the Directors have prepared the accounts for the financial year ended 31stMarch 2020 on going concern' basis.
v. That the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively.
vi. That the Directors have devised proper system to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and are operatingeffectively.
XIV. DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under the CompaniesAct 2013 and Regulation 16 of the SEBI (LODR) Regulations 2015. The following are theNon-Executive Independent Directors of the Company: a) Mr. S Padmanabhan b) Mrs. SarojNarasimhan c) Mr. D.K. Shah
XV. CORPORATE GOVERNANCE
This Clause is not applicable to the company since the paid up share capital of theCompany is not exceeding Rs. 10.00 crores and Net worth not exceeding Rs. 25.00 crores ason the last day of the financial year ended 31/03/2020.
XVI. LISTING ON STOCK EXCHANGE
The Company shares are listed on the Bombay Stock Exchange Limited BSE and the Companyhas paid the listing fees for the Financial Year 2020-21. The shares of the Company aretraded at The Bombay Stock Exchange (BSE) having nationwide terminals.
XVII. PARTICULARS OF EMPLOYEES
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) Rules2014. There are no employees in the company except KMP whose remuneration is reportedelsewhere in this report.
XVIII. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
In compliance with the provisions of Section 177 of the Act and the ListingRegulations the Board of Directors of the Company has framed the "Whistle BlowerPolicy" as the vigil mechanism for Directors and the employees of the Company.
XIX. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION 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
The Company has neither accepted nor renewed any deposits within the meaning of Section73(1) of the Companies Act 2013 and the rules made thereunder
1) Statutory Auditors
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 25th 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 this AGM is not being sought. There is no auditqualification reservation or adverse remark for the year under review.
2) Cost Auditors
Appointment of Cost Auditors is not applicable to the Company.
3) 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 1.
The Secretarial Auditors have not made any adverse comments or given any qualificationreservation or adverse remarks of disclaimer in their Audit Report.
XXII.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 therefore details required to beprovided in the prescribed Form AOC - 2 is not applicable to the Company. Necessarydisclosures required under the Ind AS 24 have been made in the Notes to FinancialStatements.
XXIII. PARTICULARS OF LOANS GUARANTEES INVESTMENTS AND SECURITIES:
Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 wherever applicable are given in the notes to financialstatements
XXIV. 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.
XXV. E-VOTING PLATFORM
In compliance with provisions of Section 108 of the Companies Act 2013 read with theCompanies (Management and Administration) Rules 2014 and General Circular Nos.14/202017/2020 and 20/2020 dated 8th April 2020 13th April 2020 and 5thMay 2020 respectively issued by the Ministry of Corporate Affairs ("MCACirculars") read with Circular No. SEBI/ HO/CFD/CMD1/CIR/P/2020/79 dated 12thMay 2020 issued by the Securities and Exchange Board of India your Company has engagedLinkintime India Private Limited for providing E-Voting services to set up an electronicplatform to facilitate shareholders to cast votes through remote e-voting and also throughe-voting system at the ensuing Annual General Meeting (scheduled to be held through VideoConferencing/ Other Audio Visual Means) on the business to be transacted at the said AGM.Detailed procedure is provided in the Notice convening the Annual General Meeting sent tothe Shareholders.
XXVI. REPORT ON MANAGEMENT DISCUSSION ANALYSIS
As required under the listing agreement with stock Exchanges ("ListingAgreement") Management discussion and analysis is annexed as Annexure 3.
XXVII. AUDITORS REPORT
There are no qualifications reservations or adverse remarks or disclaimers made by theAuditors in their report on the Financial Statements of the Company for the Financial Yearended 31st March 2020.
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 casesfiled pursuant to the Sexual Harassment of Woman at Workplace (Prevention prohibition andRedressal) 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 BankersShare Holders and Employees and look forward to their continued support.
| ||For & on behalf of the Board |
| ||R.D. Goyal |
|Place : Mumbai ||DIN 00184667 |
|Date : 22.06.2020 ||(Wholetime Director) |