You are here » Home » Companies » Company Overview » Punctual Trading Ltd

Punctual Trading Ltd.

BSE: 512461 Sector: Others
NSE: N.A. ISIN Code: INE07NX01019
BSE 05:30 | 01 Jan Punctual Trading Ltd
NSE 05:30 | 01 Jan Punctual Trading Ltd

Punctual Trading Ltd. (PUNCTUALTRADING) - Director Report

Company director report

TO

THE MEMBERS

PUNCTUAL TRADING LIMITED

Your Directors have pleasure in submitting their 35th AnnualReport of the Company together with the Audited Statements of Accounts for the year ended31st March 2021.

1. FINANCIAL RESULTS

The Company's financial performance for the year under reviewalong with previous year's figures are given hereunder:

(Audited)

(Amount in Rs. Lakhs)

Particulars Financial Year ended 31.03.2021 Financial Year ended 31.03.2020
Total Revenue 78.60 140.31
Profit before Interest Tax & Depreciation 10.52 72.96
Less: Depreciation 0.79 0.84
Profit before Tax 9.73 72.12
Profit before Tax after Extraordinary Items 9.73 72.12
Tax 1.23 3.45
Profit after tax but before exceptional item 8.51 68.66
Exceptional Item 1.01 (0.01)
Net profit 7.49 68.67

2. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS

The total revenue of the financial year 2020-2021is Rs. 78.60 Lakhs andthe total revenue of the Previous financial year 2019-2020 was Rs. 140.31 Lakhs. Duringthe Year the Company was in profit after tax of Rs. 8.51 Lakhs against the Profit aftertax of previous year of Rs. 68.66 Lakhs. However the Board is confident that Company willbe able to generate profit in near future.

3. RESULT OF OPERATIONS AND THE STATE OF THE COMPANY'SAFFAIRS

The Company is presently engaged in activities of investment in sharesand securities and renting of immovable properties.

4. THE CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during theyear.

5. DIVIDEND

In order to conserve resources for the development of business of theCompany no Dividend is being proposed for the current financial year.

6. CHANGE IN CAPITAL STRUCTURE

During the year under review there has been no any change in the paidCapital of the Company. The paid-up capital of the Company stood at 1000000 equityShares of Rs. 10/- each.

7. TRANSFER TO GENERAL RESERVE

During the year under review your directors have not transferred anyamount to general reserves except the profit for the financial year 2020-21.

8. TRANSFER AMOUNT TO INVESTOR EDUCATION & PROTECTION FUND

As per the provisions of Section 125 of the Companies Act 2013deposits / dividend remaining unclaimed for a period of seven years from the date theybecome due for payment have to be transferred to Investor Education & Protection Fund(IEPF) established by the Central Government.

During the year under review there has been no any unclaimeddeposit/dividend remaining to transfer.

9. PUBLIC DEPOSITS

During the Financial Year 2020-21 your Company has not accepted anydeposit within the meaning of Sections 73 and 74 of the Companies Act 2013 read togetherwith the Companies (Acceptance of Deposits) Rules 2014 as amended upto date.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company is managed and controlled by a Board comprising an optimumblend of Executives and Non-Executive Professional Directors. Ms. Deepa Bhavsar (DIN:07167937) Director retires at this Annual General Meeting and being eligible offersherself for reappointment.

The Board of Directors had resolved that Mr. Nikunj Hasmukh Shah (DIN:00597216) whose 1st Term as an Independent director had expired on 29.09.2020and has been appointed as an Independent Director of the Company for further period of 5years (2nd Term) w.e.f. 30.09.2020.

Mr. Nikunj Hasmukh Shah (DIN: 00597216) have given the declaration tothe Board that he meet the criteria of the Independence as provided in section 149(6) ofthe Companies Act 2013. In the opinion of the board he fulfill the conditions asspecified in the Act and Rules made thereunder for appointment as an IndependentDirector.

All the Directors possess the requisite qualifications and experiencein general corporate Management finance banking and other allied fields which enablethem to contribute effectively to the Company in their capacity as Directors of theCompany.

The Composition of the Board of Directors as on March 31 2021 asfollows:

Name Category Designation Date of appointment Directorship in other Listed Companies Chairmanship of Committees of Board of other Companies Membership of Committees of Boards of other companies
Mr. Manoj Sidhakaran Dadhich Executive and Non Independent Director Whole Time Director 10th September 2003 - - -
Ms. Deepa Rupesh Bhavar Non Executive and Non Independent Director Non Executive Director 28th May 2015 3 2 3
Mr. Nikunj Hasmukh Shah Non Executive and Independent Director Independent Director 31st March 2015 3 2 3

11. KEY MANAGERIAL PERSONNEL(S) (KMP)

Pursuant to Section 203 of the Companies Act 2013 read with TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 In additionto Managing Director the Company has employed the Company Secretary and Chief FinancialOfficer of the Company as Key Managerial Personnel.

Following were the KMP during the Financial Year ended 31stMarch 2021

Name and Designation Date of change
Mr. Rajan Arvind Sawant Whole Time Director -
Ms. Sonia Omprakash Chhajer Company Secretary and Compliance officer -
Mr. Rohitkumar Mishra Chief Financial officer -

12. COMMITTEES OF THE BOARD

Following are the Committees of the Board of Director during the yearended 31st March 2021:

Audit Committee

Nomination & Remuneration Committee Stakeholder RelationshipCommittee

13. A STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TOINTEGRITY EXPERTISE

AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORAPPOINTED DURING THE YEAR.

No Independent Director was appointed during the financial year2020-21.

14. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the Board hereby submits its responsibility Statement:

(a) in the preparation of the annual accounts the applicableaccounting standards had been followed along with proper explanation relating to materialdepartures;

(b) the directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;

(d) the directors had prepared the annual accounts on a going concernbasis; and

(e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively. Internal financial control means the policies and proceduresadopted by the Company for ensuring the orderly and efficient conduct of its businessincluding adherence to Company's policies the safeguarding of its assets theprevention and detection of frauds and errors the accuracy and completeness of theaccounting records and the timely preparation of reliable financial information.

(f) the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

15. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report as stipulated underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2018 (“SEBI LODR Regulations”) is given separately forming part ofthis Annual Report.

16. REPORT ON CORPORATE GOVERNANCE

Since the paid up capital of the Company is less than Rs. 10.00 Croreand Net Worth of the Company is less than Rs. 25.00 Cr the Provisions of CorporateGovernance are not applicable on the Company in terms of Securities and Exchange Board ofIndia (Listing Obligation and Disclosure requirement) Regulations 2015.

17. AUDITORS

(i) Statutory Auditors

M/s. H.H. Bandukwala & Co Chartered Accountants Mumbai (ICAIRegistration No. 100965W) existing Statutory Auditors have tendered their resignationfrom the position of Statutory Auditors on 31st August 2021 due to their preoccupation resulting into a casual vacancy in the office of Statutory Auditors of theCompany as envisaged by section 139(8) of the Companies Act 2013 ("Act").Accordingly the Audit Committee the Board of Directors of the Company have recommendedthat M/s. SVP & Associates Chartered Accountants (ICAI Registration no. 003838N)Mumbai may be appointed as the Statutory Auditor of the Company to fill the casual vacancycaused by the resignation of M/s. H.H. Bandukwala & Co Chartered Accountants Mumbai.

M/s. SVP & Associates Chartered Accountants (ICAI Registration no.003838N) have conveyed their consent to be appointed as the Statutory Auditors of theCompany along with a confirmation that their appointment if made by the members wouldbe within the limits prescribed under the Companies Act 2013. Accordingly OrdinaryResolution is submitted to the meeting for the consideration and approval of members. Noneof the Directors Key Managerial Persons or their relatives in any way concerned orinterested in the said resolution.

Further the Audit Committee the Board of Directors of the Companyrecommended that M/s. SVP & Associates Chartered Accountants (ICAI Registration no.003838n) Mumbai may also be appointed as the Statutory Auditor of the Company for aperiod of 5 (Five) years from the conclusion of this Annual General Meeting till theconclusion of the 40th Annual General Meeting hereafter. M/s. SVP &Associates have conveyed their consent to be appointed as the Statutory Auditors of theCompany along with a confirmation that their appointment if made by the members wouldbe within the limits prescribed under the Companies Act 2013. Accordingly OrdinaryResolution is submitted to the meeting for the consideration and approval of members. Noneof the Directors Key Managerial Persons or their relatives in any way concerned orinterested in the said resolution.

(ii) Secretarial Auditor & the Secretarial Audit Report

Mr. Harshad Pusalkar prop of M/s Pusalkar & Co. Practicing CompanySecretary (Firm Unique Code S2020MH771800) was appointed as Secretarial Auditor by theBoard of Directors for the financial year 2020-21 and his report is attached separately tothis report. The Board ensures the Compliances with respect to observation mentioned inthe report in the future.

18. INTERNAL AUDIT

In accordance with provisions of section 138 of the Companies Act 2013and rules framed thereunder your Company has appointed M/s. S. Sharda & AssociatesChartered Accountants as an Internal Auditors of the Company for the Financial year2020-21 and takes their suggestions and recommendations to improve and strengthen theInternal Control Systems.

19. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSEWHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors or Secretarial Auditors or Internal Auditor ofthe Company have not reported any frauds to the Audit Committee or to the Board ofDirectors under Section 143(12) of the Companies Act 2013 including rules madethereunder.

20. COMPLAINCE WITH SECRETRIAL STANDARDS

The Board of Directors affirms that the Company has complied with theapplicable Secretarial Standard issued by the Institute of Company Secretaries of India(ICSI) {SS 1 and SS2} respectively relating to meetings of Board and Committees which havemandatory applications.

21. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THISFINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position ofthe Company occurred between the end of the financial year to which this financialstatements relate on the date of this report.

a) Impact of COVID-19 on Operations of Business

Due to the impact of COVID19 and in accordance with various initiativesand directions of both central and State(s) Government from time to time including JantaCurfew and subsequent nationwide lock down the operations of the Company were suspendedat its office from March 22 2020 which has impacted a bit the operations of the Companyduring the financial year 2020-21.

b) Material Impact of COVID-19 on Capital and Financial Position

As regards financial resources the financial aid if received woulddefinitely help us to survive in near future. This will affect the profitability for theyear 2021-22 which is at lower level due to the impact of COVID-19 lockdown. None of ourAssets got impaired due to COVID -19 effects till date.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO

The disclosures required to be made under the provisions of Section134(3)(m) of the Companies Act 2013 read with Rule 8 of the Companies (Accounts) Rules2014 in respect of conservation of energy technology absorption is not applicable to theCompany as the Company is not involved in any manufacturing processing.

The Company mainly engaged in the renting and investment activities.Foreign exchange earnings and outgo of the Company are Nil during the financial year2020-21.

23. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITSCORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable on your Company.

24. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION186 OF THE COMPANIES ACT 2013

There were no loans guarantees or investments made by the Companyunder Section 186 of the Companies Act 2013 during the year under review and hence thesaid provision is not applicable.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Disclosure in Form AOC2 is furnished as an annexure to this report withrespect to contract or arrangements made with related parties as defined under Section 188of the Companies Act 2013 during the year under review.

26. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSEREMARKS OR DISCLAIMERS MADE BY THE AUDITORS IN THEIR REPORTS

There were no qualification reservation or adverse remarks made by theeither by the Auditors.

27. COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENTPAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Company has formulated a policy known as Nomination andRemuneration Policy to govern the appointment and payment of remuneration to directors andKMPs. The said policy is available on website www.punctualtrading.com.

28. ANNUAL RETURN

Pursuant to sub-section 3(a) of Section 134 and sub-section (3) ofSection 92 of the Companies Act 2013 read with Rule 12 of the Companies(Management andAdministration) Rules 2014 the relevant extract of the Annual Return as at 31st March2021 is set out as an Annexure to this Report. The Extract of Annual Return for theFinancial Year ended 31st March 2021 is also available on the Company's websitewww.punctualtrading.com.

29. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

The Company held 4 (Four) Board meetings during the financial yearunder review on following dates. 21st July 2020 15th September2020 12th November 2020 13th February 2021

30. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint venture or AssociateCompany during the financial year 2020-21.

31. DECLARATION OF INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Boardthat they fulfill all the requirements as stipulated in Section 149(6) of the CompaniesAct 2013 so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies Act 2013 and the relevant rules.

32. RISK MANAGEMENT POLICY

Pursuant to Section 134(3)(n) of the Companies Act 2013 the Companyhas developed and implement the Risk Management Policy for the Company includingidentification therein of elements of risk if any which is in the opinion of the Boardmay threaten the existence of the Company. These are discussed at the meeting of the AuditCommittee and the Board of Directors of the Company.

At present the Company has not identified any element of risk whichmay threaten the existence of the Company.

33. DISCLOSURE OF COMPOSITION OF COMMITTEE AND PROVIDING VIGILMECHANISM

The Company has established a vigil mechanism and overseas through theAudit committee the genuine concerns expressed by the employees and other Directors. TheCompany has also provided adequate safeguards against victimization of employees andDirectors who express their concerns. The Company has also provided direct access to thechairman of the Audit Committee for reporting issues concerning the interests of coemployees and the Company. The Whistle Blower Policy is available on the website of thecompany viz. www.punctualtrading.com.

34. SHARES

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the yearunder review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the yearunder review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

35. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITHREFERENCE TO THE FINANCIAL STATEMENTS

The Company has a formal system of internal control testing whichexamines the operational effectiveness to ensure reliability of financial and operationalinformation and all statutory / regulatory compliances. The Company has a strongmonitoring and reporting process resulting in financial discipline and accountability.

36. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE

No significant and material orders have been passed by the regulatorsor courts or tribunals impacting the going concern status and company's operationsin future.

37. HUMAN RESOURCES

There are no employees as on date on the rolls of the Company who arein receipt of Remuneration which requires disclosures under Section 134 of the CompaniesAct 2013 and Companies (Particulars of Employees) Rules 1975. During the year underreview relationship with the employees is cordial.

38. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

Your Company has always believed in providing a safe and harassmentfree workplace for every individual working in the premises of the Company. Your Companyalways endeavors to create and provide an environment that is free from discrimination andharassment including sexual harassment.

In view of the same your Company has adopted a policy on preventionprohibition and redressal of Sexual Harassment at Workplace in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013 and the rules framed there under for prevention and redressal of complaints ofsexual harassment at workplace.

During the year under review your Company has not received anycomplaint from any of its employee hence no complaint is outstanding for redressal.

39. FORMAL ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has formulatedEvaluation Policy during the year which was approved by the Board of Directors. ThePolicy provides for evaluation of the Board the Committee of the Board and individualDirectors including the Chairman of the Board.

The policy provides that evaluation of the performance of the Board asa whole Board Committees and Directors shall be carried out on an annual basis.

40. FAMILIARISATION PROGRAM

The company regularly communicates with all Independent Directors toprovide detailed understanding of the activities of the company including specificprojects either at the meeting of the Board of Directors or otherwise. The inductionprocess is designed to build an understanding of the company's business and themarkets to equip the Directors to perform their role on the Board effectively. IndependentDirectors are also taken through various business situations nature of the industrybusiness model etc by way of presentations and discussions. The details of directorsinduction and familiarisation are available on the company's website atwww.punctualtrading.com.

41. DISCLOSURES BY DIRECTORS

The Board of Directors have submitted notice of interest in Form MBP 1under Section 184(1) as well as intimation by directors in Form DIR 8 under Section 164(2)and declarations as to compliance with the Code of Conduct of the Company.

42. ACKNOWLEDGEMENTS

Your Directors place on record their sincere thanks to bankersbusiness associates consultants and various Government Authorities for their continuedsupport extended to your Companies activities during the year under review. Your Directorsalso acknowledges gratefully the shareholders for their support and confidence reposed onyour Company.

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
Sd/- Sd/-
MANOJ SIDHAKARAN DADHICH DEEPA RUPESH BHAVAR
Date : Mumbai WHOLE TIME DIRECTOR DIRECTOR
Place: 31st August 2021 DIN: 00374923 DIN:07167937

.