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Pervasive Commodities Ltd.

BSE: 517172 Sector: Others
NSE: N.A. ISIN Code: INE443P01020
BSE 00:00 | 14 May Pervasive Commodities Ltd
NSE 05:30 | 01 Jan Pervasive Commodities Ltd
OPEN 12.00
PREVIOUS CLOSE 12.00
VOLUME 100
52-Week high 12.00
52-Week low 12.00
P/E 14.12
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.00
CLOSE 12.00
VOLUME 100
52-Week high 12.00
52-Week low 12.00
P/E 14.12
Mkt Cap.(Rs cr) 0
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Pervasive Commodities Ltd. (PERVASIVECOMM) - Director Report

Company director report

Dear Members

Your Directors herewith present 35th Annual Report together with the AuditedFinancial Statements for the Financial Year ended on 31st March 2020

SUMMARY OF FINANCIAL RESULTS:

During the year under review the Company has shown notable performance. The extractsof financial results for 2019 20 are as under:

Particulars Current Year Previous Year
2019-20 2018-19
Rs. Rs.
Total Income 6.36 342.95
Financial Expenses - -
Depreciation - -
Profit / (Loss) Before Taxation 0.49 1.11
Provision for Income Tax 0.09 0.21
Profit after Taxation 0.40 0.84
Prior Period Adjustment - -
Surplus brought forward (22.19) (23.03)
Other utilization / adjustment in Reserve - -
Balance Carried to Balance Sheet (21.90) (22.19)

STATE OF COMPANY'S AFFAIRS:

The Board of Directors of the Company putting their constant efforts to revive theCompany through some corporate alliance. The Company is facing trouble in such highlycompetitive market. Though Company has gained nominal amount of profit the management isof the view to get better fruits in the times to come.

During the year 2019 20 Company earned Net Profit after tax of Rs. 0.40 Lakhs.

DIVIDEND:

The Board of Directors does not recommend Dividend for the year.

RESERVES:

The Board of Directors do not propose to transfer any amount to Reserves Account.

MANAGEMENT DISCUSSION AND ANALYSIS

As stipulated in Schedule V of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 the Management Discussion and Analysis Report forms part of this AnnualReport as Annexure I.

DEPOSITS AND LONG TERM BORROWINGS:

During the year Company has not accepted any Deposits or long term borrowings from anyperson except unsecured Inter Corporate Loans.

PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

During the year Company has not entered in to any related party transactions and hencedisclosures in that regard are not required to be made.

DIRECTORS' RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013 in relation to the FinancialStatements for FY 2019-10 the Board of Directors states that:

a) in preparation of the annual accounts the applicable accounting standards have beenfollowed and there are no material departures;

b) the Directors have 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 as on 31st March 2020 and ofthe profits for the year ended 31st March 2020;

c) the Directors have 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 annual accounts have been prepared on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference toFinancial Statements. During the year such controls were tested and no reportablematerial weakness was observed.

SUBSIDIARIES AND IQINT VENTURE

Company does not have any subsidiary companies. Company has not made any investment inJoint Venture. Company does not have any associate Company.

ENVIRONMENT. HEALTH AND SAFETY (EHS)

The Company accords the highest priority to health environment and safety. The Companydoes not carry on manufacturing operations. The Company takes at most care for theemployees and ensures compliance with the applicable rules and regulation applicable tothe Company.

CORPORATE GOVERNANCE

Regulation 17 to 27 of SEBI (LODR) Regulations 2015 does not apply to the Company asthe Paid Up Share Capital of the Company is INR 9.52 Lakhs and Net Worth of the Company isINR 1.47 Lakhs both of which are less than minimum prescribed limits for applicability ofaforementioned regulations.

CORPORATE SOCIAL RESPONSIBILITY:

The provisions of Companies Act 2013 and rules framed there under with regard toCorporate Social Responsibility do not apply to the Company and hence no disclosure havemade in that regard.

DIRECTORS AND KEY MANAGARIAL PERSONNEL:

At present the Board of Directors of the Company consists of following Directors:

Sr. No Name of Director Designation
1 Yagnikkumar Akhani Whole Time Director
2 Dipika Ranpura Non-Executive - Non Independent Director
3 Yesha Shah Women Independent Director
4 Dhairyakumar Thakkar Independent Director

APPOINTMENT AND RESIGNATION:

During the Year Mr. Bhavin Kumar Patel resigned as Director of the company and wasappointed as Chief Financial offer.

Mr. Kantiji Thakor Director of the Company expired in an accident on 16thOctober 2019.

RE APPOINTMENT OF DIRECTORS:

There are no Directors on the Board whose term expires at this 35th AnnualGeneral Meeting and hence the Board does not recommend any Reappointment of Directors.

DIRECTORS RETIRING BY ROTATION:

Ms. Dipika Ranpura being Non-Executive Director whose term is liable to determinationby 'Retirement by Rotation" and being eligible offers herself for reappointment.

Brief profile of Dipika Ranpura as required under Regulation 36 of SEBI (LODR)Regulations 2015 is provided in the explanatory statement attached to Notice of this 35thAnnual General Meeting of the Company.

DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to provisions of section 149(7) of Companies Act 2013 the Company hasreceived declaration from the Independent Directors confirming that they meet the criteriaof independence as prescribed under the Act and SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015.

POLICY ON DIRECTORS' APPOINTMENT:

Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013 TheNomination and Remuneration Committee (NRC) has approved the criteria and process foridentification / appointment of Directors which are as under:

Criteria for Appointment:

A) The proposed Director shall meet all statutory requirements and should:

- Not have any direct or indirect conflict with business operations.

- Be willing to devote time and efforts.

- Have relevant experience.

- Have understanding about corporate functionality.

- Understand real value of stakeholders.

Process for identification of Directors / Appointment of Directors:

- Board Members may suggest any potential person to the Chairman of the Company meetingthe above criteria. If the chairman deems fit recommendation will be made by him to NRC.

- Chairman himself can also recommend a person to NRC.

- NRC shall process and evaluate the proposal and shall submit their recommendation toBoard.

- Board shall consider such proposal on merit and decide suitably.

Criteria for Performance Evaluation:

The Board considered and approved criteria for performance evaluation of itself andthat of its committees and individual directors as follow:

Criteria for Board Evaluation:

- Focus on strategic decisions.

- Qualitative discussion and processes.

Criteria for Committee Evaluation:

- Fulfillment of allotted responsibilities.

- Effectiveness of recommendation meetings.

Criteria for Independent and Non Independent Directors' evaluation:

- Contribution through their experience and expertise.

- Focus on Stakeholders' interest.

MANNER OF EVALUATION OF BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

The Evaluation of Board its Committees and Individual Directors was carried out as perprocess and criteria laid down by the Board of Directors based on the recommendation ofthe Nomination and Remuneration Committee.

The obtaining and consolidation of feedback from all Directors in this regards wascoordinated by the Chairman of Independent Directors' meeting for Board andNon-Independent Directors while the process of evaluation of the Independent Directors wascoordinated by the Chairman of the Company. Based on this Chairman of the Company briefedthe Board and each of the Individual Directors.

NUMBER OF MEETINGS OF THE BOARD:

The Board meets at regular interval with gap between two meetings not exceeding 120days. Additional meetings are held as and when necessary. During the year under reviewthe Board met 6 times respectively on 22.04.2019 30.05.2019 14.08.2019 06.09.201914.11.2019 13.02.2019.

REMUNERATION:

REMUNERATION POLICY:

The Company has formulated the policy relating to the remuneration of the DirectorsKey Managerial Personnel and other employees of the Company which is as under:

Components of Remuneration

Fixed Pay comprising Basic Salary Conveyance Allowances / Reimbursement Company'scontribution to Provident Fund Superannuation Fund Gratuity etc.

Variable Pay which is either in the form of:

Commission to Managing Directors and Commission to Wholetime Directors.

Annual Appraisal process:

Annual Appraisals are conducted following which annual increments and promotions indeserving cases are decided once in a year based on: o Employees self-assessment oAssessment by Immediate Superior and o Assessment by Head of Department

Annual Increment leading to an increase in Fixed Pay consists of: Economic Rise basedon All India Consumer Price Index published by the Government of India or Internal Surveywherein inflation on commonly used items is calculated. Annual Appraisal equally dependson the Profitability of the Company.

Remuneration of Independent Directors:

The Company has formulated a policy for the remuneration of Independent Directors asfollows:

Reimbursement of Expenses incurred by Independent Directors for attending any meetingof the Board and payment of Sitting Fees.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The Company has not paid any Remuneration to the existing Directors and henceprovisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1)(i) to (xii)5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are not required to be disclosed.

AUDITORS:

REPORT OF STATUTORY AUDITORS:

The Statutory Auditors' report for financial year 2019-20 is selfexplanatory and formspart of this Annual Report and does not contain any qualification reservation or adverseremark.

REPORT OF SECRETARIAL AUDITOR:

Pursuant to Section 204 of the Companies Act 2013 read with Rules thereof the Boardof Directors has appointed Mr. Viral Ranpura Practicing Company Secretary as SecretarialAuditors of the Company for FY 2019 20. A Secretarial Audit Report for FY 2019 20 isannexed herewith as Annexure II. There are no adverse observations in the SecretarialAudit Report which call for explanation.

REPORT OF COST AUDITORS:

The Company is not required to maintain cost records under Companies Act 2013 and henceCompany has not appointed Cost Auditors.

SECRETARIAL STANDARDS:

The Company has complied with requirements of Secretarial Standards prescribed byInstitute of Company Secretaries of India.

AUDIT AND RISK MANAGEMENT:

During the year the Board reviewed the decision taken by it regarding the role of RiskManagement being carried out by the Audit Committee and after detailed deliberation it wasdecided that the Audit Committee of the Board shall continue to play the role of RiskManagement Committee and be called as Audit and Risk Management Committee unless otherwisedecided by the Board.

COMPOSITION OF AUDIT COMMITTEE:

The Audit Committee of the Company as on date of this report consists of the followingmembers:

Name of Director Category of Directorship
Dhairya Thakkar Chairman - Independent Director
Yesha Shah Member - Independent Director
Yagnik Akhani Member - Director

VIGIL MECHANISM:

The provisions of Regulation 22 of SEBI (LODR) Regulations 2015 are not applicable tothe Company. However Company has established whistle Blower Policy as matter of GoodGovernance.

RISK MANAGEMENT POLICY:

The provisions of Regulation 21 of SEBI (LODR) Regulations 2015 is not applicable tothe Company hence no Risk Management Committee is separately formulated. The AuditCommittee takes care of Risk Management. It has identified and assessed various risksfactors with potential impact on the Company in achieving its strategic objectives or maythreaten its existence. The Policy lays down procedures for risk identificationassessment monitoring review and reporting. The Policy also lists the roles andresponsibilities of Board and Risk Management Committee.

CONSERVATION OF ENERGY. TECHNOLOGY ABSOPTION. FOREIGN EXCHANGE EARNIGS AND OUTGO:

During the financial year 2019-20 Company has not undertaken any manufacturingoperations. Company has neither earned nor spent anything in foreign currency. Hence nodisclosure is required under this head pursuant to Companies (Accounts) Rules 2014.

SHARE CAPITAL:

During the year there is no change in the Share Capital of the Company. Share Capitalof the Company consists of 95220 Equity Shares of Rs. 10/- each.

CHANGE OF MANAGEMENT:

During the year there is no change in the management of the company.

CHANGE IN NATURE OF BUSINESS:

There were no changes in the nature of business of the Company during the year underreview.

PARTICULARS OF LOANS. GUARANTEES AND INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIESACT 2013:

The Company has neither provided any Loans or guarantees nor has made any investmentunder Section 186 of the Companies Act 2013.

MATERIAL CHANGES AND COMMITMENTS. IF ANY- AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATES AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the Financial Year to which this financial statement relatesand up till the date of Report.

TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND

The Company is not required to transfer any amount to the Investor Education andProtection Fund (IEPF) established by the Central Government pursuant to the provision ofSection 125

(e) of the Companies Act 2013 as there is no amount unclaimed for a period of 7 yearsfrom the date it became due for payment.

DETAILS OF MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:

There were no significant and material orders issued against the Company by anyregulating authority or court or tribunal that could affect the going concern status andCompany's operation in future.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION& REDRESSAL) ACT. 2013:

The Company is committed to provide a safe and conducive work environment to itsemployees during the year under review. Your Directors further state that during the yearunder review there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace as per (Prevention Prohibition and Redressal) Act 2013.

APPRECIATION AND ACKNOWLEDGMENT

The Directors feel pleasure thanking all the stakeholders who have reposed their faithin the management and the company and for their valuable support and cooperation.

For and on behalf of the Board

THE EXTRACTS OF ANNUAL RETURN:

The extract of the Annual Return in Form MGT-9 is annexed as Annexure III to thisDirectors' Report and forms part of Annual Report.

Sd/-
Yagnik Thakkar
Chairman
DIN:08750673
Date: 07.09.2020
Place: Ahmedabad

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