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|
|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|
Your directors herewith present 37th Annual Report together with the AuditedFinancial Statements for the Financial Year ended on 31st March 2022.
SUMMARY OF FINANCIAL RESULTS:
During the year under review the Company has shown notable performance. The extractsof financial results for 2021- 2022 are as under:
(INR in Rs.)
STATE OF COMPANY'S AFFAIRS:
The Company is engaged in the business of trading of various Agri and Non-AgriCommodities.
The highlights of the Company's performance are as under:
i. Revenue from Operations and other Income for the year ended 31st March2022 amounts to Rs. 112092686/-.
ii. Total Expenses for the year ended 31st March 2022 amounts to Rs.112350639/-.
ii. Net Loss for the year ended 31st March 2022 amounts to Rs. 259168/-.
iii. Earnings per share for the year ended 31st March 2022 amounts to Rs.(2.76)/-.
The Board of Directors does not recommend Dividend for the financial year ended on31.03.2022.
The Board of Directors propose to transfer any amount to of losses to the ReservesAccount.
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.
During the year Company has not accepted any Deposits.
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 2021-22 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 2022 and ofthe profits for the year ended 31st March 2022;
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 IOINT 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.
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 2.28 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 MANAGERIAL PERSONNEL:
At present the Board of Directors of the Company consists of following Directors:
APPOINTMENT AND RESIGNATION:
During the Year there were no changes in composition of Board of Directors.
RE APPOINTMENT OF DIRECTORS:
There are no Directors on the Board whose term expires at this 37th AnnualGeneral Meeting and hence the Board does not recommend any Reappointment of Directors.
DIRECTORS RETIRING BY ROTATION:
Ms. Dipika Dipak Ranpura being Non-Independent and Non-Executive Director whose termis liable to determination by 'Retirement by Rotation" and being eligible offershimself for reappointment.
Brief profile of Dipika Dipak Ranpura as required under Regulation 36 of SEBI (LODR)Regulations 2015 is provided in the explanatory statement attached to Notice of this 37thAnnual 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 regard 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 11.05.2021 18.06.2021 12.08.2021 01.11.202110.02.2022 02.03.2022.
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 Whole-time 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 based on All India Consumer Price Index published by the Government ofIndia or Internal Survey wherein inflation on commonly used items is calculated.
Annual Appraisal equally depends on 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.
M/s. V. D. Shukla & Co. Chartered Accountants Ahmedabad (Firm Registration No.110240W) is appointed as Statutory Auditor of the Company to hold office up to the 37thAGM of the company for a term of five years in terms of the first proviso to Section 139of the Companies Act 2013. And now your Directors are proposing to appoint M/s. V S B B& Associates Chartered Accountant Ahmedabad (FRN: 121356W) as Statutory Auditors ofthe Company for a term of 5 (Five) financial years from conclusion of this 37thAnnual General Meeting till the conclusion of the 42nd Annual General Meetingof the Company.
REPORT OF STATUTORY AUDITORS:
The Statutory Auditors' report for financial year 2021-22 and forms part of this AnnualReport and does not contain any qualification reservation or adverse remark except:
1. According to the information and explanations given to us and documents providedto us except mentioned below there are no other disputed dues of Goods and Service Taxincome tax sales tax duty of excise service tax and value added tax duty ofcustoms duty of Excise value added tax cess and any other statutory which have notbeen deposited with the appropriate authorities on account of any dispute:
Explanation: Your Directors have already filed a disagreement appeal against it withthe Department and the said matter is still pending.
Further Auditor has not reported any fraud pursuant to section 143 of Companies Act2013.
REPORT OF SECRETARIAL AUDITOR:
Pursuant to Section 204 of the Companies Act 2013 read with Rules thereof the Boardof Directors has appointed Himanshu SK Gupta & Associates Practicing CompanySecretary as Secretarial Auditor of the Company for FY 2021-22. A Secretarial AuditReport for FY 2021-22 is annexed herewith as Annexure II. There are no adverseobservations in the Secretarial Audit 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.
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:
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 2022 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.
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.
PARTICULARS OF EMPLOYEES:
Disclosure under the provisions of Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014:
a) The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year.
- As the company has paid nil remuneration to the directors the ratio of theremuneration of each director to the median remuneration of the employees of the Companyfor the financial year is 0.
b) The percentage increase in the remuneration of each director Chief ExecutiveOfficer Chief Financial Officer and Company Secretary if any in the financial year.
- During the FY 2021-22 there was nil (0%) increase in the remuneration of MD andother Non-Executive Directors.
- The salary of Company Secretary & CFO of the company has been increased by16.36%.
c) The percentage increase in the median remuneration of employees in the financialyear.
- Median Remuneration is Rs. 287500/- Average increase is 140% for the F.Y. 2021-22.
d) The number of permanent employees on the rolls of the Company as on 31.03.2022.
- 02 (Two)
e) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.
- Average increase in salaries of Employees is 0% as the employee has been appointedduring the year. 16.36% increase in Managerial Remuneration during F.Y. 2021-22.
RELATED PARTY DISCLOSURES AS PER SCHEDULE V PARA A OF SEBI (LODR) REGULATIONS 2015:
Since the company has not entered into transactions with its related parties Nodisclosure is required to be made in the said matter.
CHANGE OF MANAGEMENT:
During the Year no changes took place ion management.
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.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT AS PERSCHEDULE V PARA F OF SEBI (LODR) REGULATIONS. 2015:
a. aggregate number of shareholders and the outstanding shares in the suspense accountlying at the beginning of the year: Nil
b. number of shareholders who approached listed entity for transfer of shares fromsuspense account during the year: Nil
c. number of shareholders to whom share were transferred from suspense account duringthe year: Nil
d. aggregate number of shareholders and the outstanding shares in the suspense accountlying at the end of the year: Nil
e. voting rights on shares which remain frozen till the rightful owner of such sharesclaims the shares: Nil
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 of7 years from 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.
PREVENTION OF INSIDER TRADING:
Your company has adopted the "Code of Conduct on Prohibition of insider trading"and "Code of Conduct for Directors and Senior Management Personnel" forregulating the dissemination of Unpublished Price Sensitive Information and trading insecurity by insiders.
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.