Your Directors are pleased to present the 48th Annual Report of the Companytogether with the Audited Statements of Accounts and Auditors' Report for the year ended31st March 2021.
(Amount In Rs.)
|Particulars ||2020-21 ||2019-20 |
|Revenue from Interest Income ||21982449 ||30412120 |
|Revenue from Sale of Commodities ||57220481 ||192723709 |
|Revenue from other Operating Income ||490722 ||196062 |
|Total Operation Revenue ||79693652 ||223331891 |
|Depreciation ||0 ||939 |
|Interest ||1180 ||1338823 |
|Other Expenses ||64804650 ||210468679 |
|Total Expenses ||64805830 ||211808441 |
|Profit after Dep & Interest and before Tax ||14887822 ||11523450 |
|Provision for Taxation ||1514390 ||1798000 |
|Provision for Tax (deferred) ||1056677 ||1406 |
|Adjustment of tax relating to earlier periods ||2027363 ||0 |
|Profit /Loss after Tax ||13373432 ||9724044 |
|Other Comprehensive Income ||(253028) ||(4909374) |
|Total Comprhensive Income for the period (Comprising Profit and Other Comprehensive Income for the period) ||13186191 ||4852743 |
|Earning per equity share ||0.46 ||0.17 |
The company operates in three segments i.e. Trading incommodities Finance andactivities in Sports and Entertainment. During the Financial Year 2020-21 the Company hasrecorded revenue Rs. 79693652 during the year as compared to revenue of Rs.223331891 in the last year. The Company has earned net profit after tax of Rs.13386191 during the year as compared to profit of Rs. 9724044 in the last year. TheDirectors are optimistic about future performance of the Company.
With the view to conserve financial resources of the Company your Directors do notrecommend any dividend on equity shares for the year ended 31st March 2021.
The company has not accepted any public deposits during the year under review.
AMOUNTS TO BE TRANSFERRED TO RESERVES:
In the current (previous) year no amount was transferred to General reserve of theCompany.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under section 134(3) (c) of the companies Act 2013 withrespect to the Directors' Responsibility Statement it is hereby confirmed:
a) In the preparation of the annual accounts for the financial year ended 31stMarch2021 the applicable accounting standards have been followed.
b) Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates were made so as to give a true and fair view of the State ofaffairs of the corporation as at the end of 31stMarch 2021 and of the profitof the Company for the year ended on that date.
c) Proper and sufficient care to the best of their knowledge and ability for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
d) The Annual Accounts of the Company have been prepared on the on-going concern basis.
e) That they have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively.
f) That system to ensure compliance with the provisions of all applicable laws was inplace and was adequate and operating effectively.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review Ms. Shreya Garg was appointed as a Company Secretray& Compliance Officer of the Company w.e.f. from 16th July 2020.
Mr. Manu Agrawal was eligible for retirement by rotation at the 47th AnnualGeneral Meeting held on 30thSeptember 2020and the Company has receivednegative votes on the resolutions for Mr. Manu Agarwal eligible for retirement by rotationand therefore the appointment of Mr. Manu Agrawal hereby stands cancelled.
Pursuant to Section 161 of the Companies Act 2013 and on the recommendation of theNomination & Remuneration Committeethe Board inducted Mr. Bhikhubhai Kishanbhai Baitas an Additional Non Executive Director of The Company w.e.f. 30.12.2020. Board hasrecommended his re-appointment in the upcoming agm as Non-Executive Director.
Mr. Ravindra Bhaskar Deshmukh (DIN: 00290973) was appointed as an Additional Directoron 11th February 2021 and the Board recommended to re-appoint him as anExecutive Director of the Company in the upcoming agm as Executive Director
Ms. Mrinalini Sharma resigned from the post of Directorship of the Company w.e.f. 11thJanuary 2021.
Pursuant to Section 161 of the Companies Act 2013 and on the recommendation of theNomination & Remuneration Committee the Board inducted Mr. Ravindra Bhaskar Deshmukhas an Additional Executive Director of the Company.Board has recommended forre-appointment as Executive Director.
As required under Regulation 36(3) of the listing Regulations with the stock exchangesthe information on the particulars of Directors proposed forappointment/re-appointment/change in designation has been given in the notice of annualgeneral meeting.
DECLARATION OF INDEPENDENCE BY DIRECTORS:
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfill all the conditions specified in the Companies Act 2013 and as specified underRegulation 16(1)(b) of the listing regulations in respect of their position as an"Independent Directors."
POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard. The policy is available on the website of the company vizwww.gromotrade.com
EVALUATION OF BOARD OF DIRECTORS ITS COMMITTEES AND OF INDIVIDUALS:
Pursuant to the provisions of the Act and Schedule V of SEBI (Listing Obligation &Disclosure Requirement) Regulations 2015 the Nomination and Remuneration Committee ofthe Board carried out the annual evaluation of the performance of the Board as a wholethe Directors individually as well as of various Committees of the Board. The performanceevaluation of the Independent Directors was carried out by the entire Board. Theperformance evaluation of the Chairman and non independent Directors was also carried outby the Independent Directors at their seperate meeting. The Directors expressed theirsatisfaction with the evaluation process.
M/s Dassani and Associates FRN: 009096C has been re-appointed in the Annual GeneralMeeting held on30th September 2020 to hold the office for a period of 5consecutive years from the conclusion of 47thAnnual General Meeting till theConclusion of 52nd Annual General Meeting of the Company.
Observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments under Section Section 134(1) of the Companies Act 2013.
Explanation on observations made by the statutory auditors
The Statutory Auditors of the company have drawn the attention of the management aboutone non compliances which marked as qualification in their report. In connection with thesame management herewith give the explanations as follows:
a) The Company did not have an appropriate internal control system for granting Loans.Demand and other loans given are governed by the Board policies.
Considering the close monitoring of Board no appraisal renewal Policies ProcedureCommittee or documents have been prescribed and executed.
b) The Company's internal control system is not commensurate to the size and scale ofoperation over purchase and sale of shares and inventory and for expenses incurred.
With regards to appropriateness of internal control system is concerned management ishaving views that the company has effective and sufficient internal control system inplace for granting of loans and over purchase and sales. The management grants loans onlyeither to the parties known to the Company or by references which are governed by theBoard policies. The Loan and Advances granted by the Company has been closely supervisedand monitored on regular basis.
However as per recommendation of Auditors the Company is under process to strengthenits controls procedures.
In accordance with the provisions of Section 138 of the Companies Act 2013 theCompany has appointed an Internal Auditor to M/s Ravi Toshniwal who reports to the AuditCommittee. Quarterly internal audit reports are submitted to the Audit Committee whichreviews the audit reports and suggests necessary action.
M/s Nitesh Chaudhary& Associates Practicing Company Secretary has been appointedpursuant to the requirements of Section 204(1) of the Act and Rule 9 of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 to conduct theSecretarial Audit for the financial year 2020-21. The Secretarial Audit Report as receivedfrom Mr. Nitesh Chaudharyis appended to this Report as Annexure I.
There are following qualifications reservations or adverse remarks made SecretarialAuditors in their report for the financial year ended March 31 2021:
1. The Company has given Loans and advances wherein no interest has been charged andin some cases wherein interest charged is less than prevailing yield government securityfor relevant tenure.
2. The Company has delayed submitted Intimation under Regulation 29(2)/29(3) read withRegulation 30 Notice of Board Meeting for approval of Un- Audited financial results forthe Quarter Ended 30thSeptember 2020.
3. The Company has delayed in appointed of Company Secretary as per the provision ofSection 203 of Companies Act 20l3.
Management Comments on Secretarial Auditors Observations:
1. In respect of no interest being charged on some of the loans the Management statesthat these loans are old and already been categorised as Provisions for Doubtful Debts inProfit & Loss still the management is trying to at least recover the principal amountfrom these parties for the beneficial of the company and hence the interest rates are notcharged for these loans.
2. In respect of Delay submission of Intimation under Regulation 29(2)/29(3) ofRegulation 30 Notice of Board Meeting for approval of Un- Audited financial results forthe Quarter Ended 30thSeptember 2020 the management states that due to Covid-19pandemics out Accounts staff was not attending office and therefore the financials werenot ready therefore the management had called Board meeting with shorter notice underSection 173 of Companies Act 2013 the reason of shorter notice and shorter periodmeeting due to Covid-19 pandemics the company has also submitted the representation andwaiver application with BSE Ltd. (Stock Exchange).
3. In respect of the delay in appointment of Company Secretary as per the provision ofSection 203 of Companies Act 2013 the management states that previous company secretary& Compliance Officer Mr. Davendra Kumar resigned w.e.f. 13th November 2019 and therewas a grace period for appointment of new Company Secretary of 6 months from the date ofresignation of previous Company Secretary accordingly the due date of CS appointment was12th April 2019 however due to Covid-196 pandemics and Nationwide lockdown company couldnot completed the procedure of appointment of shortlisted candidate after the Lockdownand starting of Unlock faze 1 the company completed the procedure of appointment of Ms.Shreya Garg as Company Secretary cum Compliance Officer w.e.f 16th july2020 who wasshortlisted in the month of March 2021 in this regards Company had received penaltynotice from exchange under regulation 6(1) of sebi lodr regulation and company has filedwaiver application to stock exchange and waiver has been granted by stock exchange.
The company is not liable any penalty on that as per waiver granted by stock exchange.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year 2020-21There are no materially significant related partytransactions made by the company with Promoters Key Managerial Personnel or otherdesignated persons which may have potential conflict with interest of the company atlarge.
The policy on Related Party transaction has been devised by your Company fordetermining the materiality of transaction with Related Parties and dealing with them. AOC-2 is attached as Annexure II
EXTRACT OF ANNUAL RETURN:
Pursuant to the under Section 92(3) and Section 134(3) of the Act read with Rule 12 ofCompanies (Management and Administration) Rules 2014 an extract of Annual Return inprescribed Form MGT-9 requirements is given in the Report as Annexure III.
The company is not having any subsidiary/holding/joint ventre/associate company duringthe year under review. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act 2013 and the relevant rules the Companyis not required to spend any amount towards CSR Expenditure as none of the thresholdslimits as specified in Section 135 is crossed.
CERTIFICATE ON NON DISQUALIFICATION OF DIRECTORS
Company have taken Certificate from Practising Company Secretary that none of theDirectors on the Board of the Company are disqualified as on 31st March 2021in accordance with Regulation 34(3) read with Schedule V Para-C Sub clause 10(i) of theSecurities Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 annexed as Annexure IV.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report. The disclosures asspecified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have annexed as Annexure V.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:
The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated under regulation 34 and Schedule V of SEBI (Listing Obligation& Disclosure Requirement) Regulations 2015 form part of the Annual Report have beenappended to this Report as Annexure VI and AnnexureVII respectively.
COMPOSITION OF AUDIT STAKEHOLDER RELATIONSHIP AND NOMINATION &REMUNERATIONCOMMITTEE:
For details kindly refer the Corporate Governance Report have been appended to thisReport .
AUDITORS CERTIFICATE ON CORPORATE COVERNANCE AND MANAGEMENT REPORT ON CODE OF CONDUCT:
For details kindly refer the Annexure VIII to this Report
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
AFTER COMPLITION OF FINANCIAL YEAR AND BEFORE ADOPTION OF BOARD REPORT FOR 2020-21:
After completion of F.Y. 2020-21 and before adoption of Directors report under reviewthe Board of Directors of the company at their Board meeting held on 28thApril2021 has approved the Investment in 51% Equity Shares of Tmart Platform Private Limitedresulting the company (TMARTPLATFORM) will become the subsidiary of the Company.
No material changes and commitments affecting the financial position of the Companyoccurred duringFinancial Year 2020-21 till the date of this report.
CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:
The Chief Financial Officer Certification as required under Sechedule IV of SEBI(Listing Obligation & Disclosure Requirement) Regulations 2015 and Chief ExecutiveOfficer declaration about the Code of Conduct is Annexed to this Reportas Annexure 'IX'.
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Company has the Risk Management and Internal Control framework in placecommensurate with the size of the Company. However Company is trying to strengthen thesame. The details of the risks faced by the Company and the mitigation thereof arediscussed in detail in the Management Discussion and Analysis Report that forms part ofthe Annual Report.
The Company does not have any Foreign exchange earnings / expenses during the yearunder review and therefore the information in respect of Foreign Exchange Earnings andOutgo as required by Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988 is not provided.
LISTING OF SHARES:
Equity shares of your Company are listed on Bombay Stock Exchange only and the Companyhas paid the necessary Listing fees for the year 2020-2021.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of investments covered under section 186 of the Companies Act 2013 will beproduced for verification to the members at the Registered Office of the company on theirrequest.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The Company is not required to give information relating to conservation of energy andtechnology absorption as the Company is not engaged in any activities referred to inCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company is committed to the high standards of Corporate Governance and stakeholderresponsibility. The Company has established a vigil mechanism to be known as the 'WhistleBlower Policy' for its Directors and employees to report instances of unethicalbehaviour actual or suspected fraud or violation of the Company's Code of Conduct.
The aim of the policy is to provide adequate safeguards against victimization ofwhistle blower who avails of the mechanism and also provide direct access to the Chairmanof the Audit Committee in appropriate or exceptional cases.
Accordingly 'Whistle Blower Policy' has been formulated with a view to provide amechanism for the Directors and employees of the Company to approach the Chairman of theAudit Committee of the Company.
The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company has put in place adequate internal financial controls with reference to theFinancial Statements commensurate with the size of the Company. The Board has adoptedpolicies and procedures for ensuring the orderly and efficient conduct of its businessincluding adherence to the company's policies the safeguarding of its assets theprevention and detection of fraud error reporting mechanism the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
POLICY FOR PREVENTION OF INSIDER TRADING & REDRESSAL OF SEXUAL HARASSMENT OF WOMENAT WORKPLACE:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsibleforimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the workplace (Prevention Prohibition& Redressal) Act 2013 An Internal Complaints Committee has also been set up toredress complaints received on sexual harassment. All employees (Permanent contractualtemporary trainees) are covered under this policy. Your Directors state that during theyear under review there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
No such order passed during the Financial Year 2020-21.
POLICY ON ORDERLY SUCCESSION FOR APPOINTMENT:
The Board has framed a policy which lays down a framework in relation to Orderlysuccession of Directors senior Management based on recommendation made by Nomination andRemuneration Committee.
The key features of the policy are as follows:
Criteria for appointment and removal of Director key managerial personnel andsenior management.
Criteria for performance evaluation.
Criteria for fixing the remuneration of Director key managerial personnel andsenior management.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
Your company has organized a familiarisation programme for the independent directors asper the requirement of the Companies Act 2013 along with the requirements of SEBI (LODR)Regulations 2015.
GREEN INITIATIVE IN CORPORATE GOVERNANCE:
The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21and April 29 2011 respectively) has undertaken 'Green initiative in corporateGovernance' and allowed companies to share documents with its shareholders through anelectronic mode.Members are requested to support their green initiative byregistering/updating their email addresses in respect of shares held in dematerialisedform with their respective depository participants and in respect of shares held inphysical form with RTA of Company.
Your company always endeavours to keep the time of response to shareholdersrequest/grievance at the minimum. Priority is accorded to address all the issues raised byshareholders and provide them a satisfactory reply at the earliest possible time. TheStakeholder Relationship Committee of the board meets periodically and reviews the statusof the Shareholders' Grievances.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authorities andmembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company's executives staffand workers..
|For & on behalf of Board of Directors For PRISMX GLOBAL VENTURES LIMITED || |
|Sd/- ||Sd/- |
|Tejas Hingu ||Ravindra Bhaskar Deshmukh |
|(Managing Director) ||(Add. Director) |
|DIN:06936684 ||DIN:00290973 |
|Place: Mumbai || |
|Date: 04.09.2021 || |