Your Directors have pleasure in presenting the 28th Annual Report together with theaudited statement of Accounts for the year ended 31st March 2021.
The Summarized financial highlights of the Company are as under
|Particulars ||For the year ended 31.03.2021 ||For the year ended 31.03.2020 ||For the year ended 31.03.2019 |
|Income from operation ||2440000.00 ||- ||- |
|Other Income ||- ||- ||875000.34 |
|Total Income ||2440000.00 ||- ||- |
|Total expenditure ||3480600.98 ||904160.70 ||1624879.20 |
|Operating Profit / (Loss) ||(1040600.98) ||(904160.70) ||(749878.86) |
|Depreciation ||- ||- ||- |
|Provision for taxation ||- ||- ||- |
|Profit / (Loss) after tax ||(1040600.98) ||(904160.70) ||(749878.86) |
|Balance Carrier Forward from Last year ||(2594379.86) ||(35189806.07) ||(34448027.21) |
|Reduction of Paid up Capital as per NCLT ||- ||33499586.91 ||- |
|Balance Carried to Balance Sheet ||(3634980.84) ||(2594379.86) ||(35189806.07) |
PERFORMANCE IN THE YEAR UNDER REVIEW
Your Company's Trading businesses have reported an encouraging performance for the yearended 31st March 2021. During the financial year 2020-21 your company wants to be ablefor run full trading business at fullest capacity. The Company has get some orders of coaltrading in this pandemic situation as well to the company has able to achieve turnover ofRs 2440000.00/- as against the turnover of Rs Nil of the previous year 2019-20.
Operation of the company was marginally affected during the year due to outbreak ofCovid -19. Company operations were generally smooth except in the month of April 2020 whenfull lockdown was announced. The overall operations of the company have been managed insuch manner. The company has maintained full precaution in ensuring the health andwell-being of all its work force as per advisory and guidelines issued by Governmentbodies from time to time.
Due to loss your Directors do not recommend payment of any dividend on Equity Sharesfor the F.Y ended March 31 2021
RESERVES AND SURPLUS
There is no amount from profit and loss which is transferred to General Reservesduring the year under review. The closing debit balance of the retained earnings of theCompany for F.Y. 2021 after all Appropriation and adjustments was Rs.36.35 lakhs
The Company did not hold any public deposits; neither accepted nor renewed any fixeddeposits during the year.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has in place adequate internal financial controls with reference tofinancial statements. Such internal financial controls over financial reporting areoperating effectively and the Statutory Auditor has also expressed their opinion on thesame in the Annexure to the Auditors Report.
WHISTLE BLOWER POLICY:
The Company has a Whistle Blower Policy (the "WB Policy") with a view toprovide vigil mechanism to Directors Employees and other Stakeholders to discloseinstances of wrongdoing in the workplace and report instances of unethical behavioractual or suspected fraud or violation of the Company's code of conduct or ethics policy.The WB Policy also states that this mechanism provides for adequate safeguards againstvictimization of Director(s)/ Employees who avail of the mechanism and also provides fordirect access to the Chairman of the Audit Committee in exceptional cases. The WB Policyhas been posted on the website of the Company and the details of the same are provided inthe 'Report on Corporate Governance' forming part of this Annual Report.
During the year under review pursuant to the SEBI (Prohibition of Insider Trading)Amendment Regulations 2018 (the "Insider Trading Amendment") dated December312018 (together the "Insider Trading Regulations") the said policy gotmodified to the effect of insertion of leakage of Unpublished Price Sensitive Information(UPSI).
PREVENTION OF SEXUAL HARASSMENT POLICY:
The Company has a 'Prevention of Sexual Harassment Policy' in force in compliance withthe requirements of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The objective of this Policy is to ensure a safe secure andcongenial work environment where employees deliver their best without any inhibitionthreat or fear. The Company has Zero Tolerance to any form of harassment especially if itis sexual in nature. The complaints filed under the Policy are reported to the AuditCommittee at its quarterly meetings with details of action taken thereon.
BOARD OF DIRECTORS:
The lists of Director's & KMP's of the Company as on March 312021 are as follows
|No Name ||Designation |
|1. NIKHILESH NARENDRAKUMAR KHANDELWAL (DIN 06945684) ||Managing Director |
|2. PRADEEP KISHANGOPAL MUNDRA (DIN :06947188 ||Director (Independent) |
|3. GAURI BHAGAT DIN:06950001 ||Director (Independent) |
|4. PRASHANT TRILOKCHAND SONI Chief Financial ||Officer (CFO) |
|5. KUMARI MAITRAYEE ||Company Secretary |
Ms. Gauri Bhagat (DIN: 06950001) Director retires by rotation and being eligible hasoffered herself for reappointment at the ensuing Annual General Meeting("AGM");. And all the other the provisions of Section 149 of the Companies Act2013 Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 has been complied with and the information on the particulars of theDirectors proposed for re-appointment has been given in the Notice of the Annual GeneralMeeting.
Further none of the Directors are disqualified for being appointed as the Director ofthe Company in terms of section 164 of the Companies Act 2013.
Board and Audit Committee Meetings:
During the FY2020-21 the following Four (4) Board Meetings and Audit CommitteeMeetings were held on:
30 June 2020 05 Sep 2020
11 Nov 2020
13 Feb 2021
Time gap between any two meetings was not more than one hundred twenty (120) days. Thefull details of the said meetings are given in the 'Report on Corporate Governance'forming part of this Annual Report.
Appointment criteria and qualifications:
The Nomination and Remuneration Committee shall identify and ascertain theintegrity qualifications expertise and Experience of the person for appointment asDirector Key Managerial Personnel ("KMP") or at Senior Management level andrecommend the same to the Board for appointment if found suitable;
A person should possess adequate qualifications expertise and experience forthe position he/ she is considered for appointment. The Committee has discretion to decidewhether qualifications expertise and experience possessed by a person are sufficient/satisfactory for the concerned position; and
The Company shall not appoint or continue the employment of any person asManaging Director/ Whole time Director who has attained the age of seventy years providedthat the term of the person holding this position may be extended beyond the age ofseventy years with the approval of shareholders by passing a special resolution based onthe explanatory statement annexed to the notice or such motion indicating thejustification for extension of appointment beyond seventy years.
Meeting of Independent Directors:
There should be at least one meeting of Independent Directors in a year without theattendance of non-independent Directors and members of the Management.
The Independent Directors in the meeting:
Review the performance of non-independent Directors including Managing Director& CEO and the Board as a whole;
Review the performance of the Chairperson of the Company taking into accountthe views of executive Directors and Non-executive Directors; and
Assess the quality quantity and timeliness of the flow of information betweenthe Company's management and the Board that is necessary for the Board to effectively andreasonably perform its duties.
Policy of Directors Appointment and Remuneration
Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters provided under section 178(3) of the Act are covered under Nomination andRemuneration Policy. Further information about elements of remuneration package ofindividual directors is provided in the extract of Annual Return as provided under Section92(3) of the Act in prescribed form MGT-9 annexed with this report and forms part of thisReport.
(i) Performance Evaluation of the Independent Directors and Other Individual Directors:
The Company has framed a policy for Appointment of Directors and Senior Management andEvaluation of Directors' Performance ("Board Evaluation Policy"). The saidpolicy sets out criteria for performance evaluation of Independent Directors other Non-Executive Directors and the Executive Directors. Pursuant to the provisions of the Act andthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") the Board carries outthe performance evaluation of all the Directors (including Independent Directors) on thebasis of recommendation of the Nomination and Remuneration Committee and the criteriamentioned in the Board Evaluation Policy. The Board decided that the performanceevaluation of Directors should be done by the entire Board of Directors excluding theDirector being evaluated and unanimously agreed on the following assessment criteria forevaluation of Directors' performance:
Attendance and active participation in the Meetings;
Bringing one's own experience to bear on the items for discussion;
Governance covering Awareness and Observance; and
Value addition to the business aspects of the Company.
(ii) Performance Evaluation of Executive Director:
The performance of the Managing Director & CEO is evaluated on the basis ofachievement of performance targets/ criteria given to him by the Board from time to time.
(iii) Performance Evaluation by the Board of its own performance and its Committees:
The performance of the Board is evaluated by the Board in the overall context ofunderstanding by the Board of the Company's principle and values philosophy and missionstatement strategic and business plans and demonstrating this through its action onimportant matters the effectiveness of the Board and the respective Committees inproviding guidance to the management of the Company and keeping them informed opencommunication the constructive participation of members and prompt decision making levelof attendance in the Board meetings constructive participation in the discussion on theAgenda items monitoring cash flow profitability income & expenses productivity& other financial indicators so as to ensure that the Company achieves its plannedresults effective discharge of the functions and roles of the Board etc. The performanceof the Committees is evaluated by the members of the respective Committees on the basis ofthe Committee effectively performing the responsibility as outlined in its CharterCommittee meetings held at appropriate frequency length of the meetings beingappropriate open communication & constructive participation of members and promptdecision-making etc.
Declaration by Independent Directors
Independent directors of the Company have submitted a declaration that each of themmeets the criteria of independence as provided in Sub-Section (6) of Section 149 of theAct. Further there has been no change in the circumstances which may affect their statusas Independent director during the year.
Evaluation of Individual and Independent Director
The performance of the Independent Directors as well as Individual Directors includingthe Chairman of the Board were evaluated based on the evaluation criteria laid down underthe Nomination and Remuneration Policy and the Code of Conduct as laid down by the Board.
The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.
In a separate meeting of independent directors performance of non-independentdirectors of the board as a whole and performance of the Chairman was evaluated takinginto account the views of executive directors and nonexecutive directors. The same wasdiscussed in the board meeting that followed the meeting of the independent directors atwhich the performance of the board its committees and individual directors were alsodiscussed. Performance evaluation of independent directors was done by the entire boardexcluding the independent director being evaluated.
DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of section 134(3) read with section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended on March 312021 and state that :
a. In the preparation of annual accounts for the financial year ended 31st March 2021the applicable accounting standards have been followed;.
b. The Director's have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for the year under review;
c. The Director's has 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 Director's has prepared the annual accounts for the financial year ended 31stMarch 2021 on a going concern basis;
e. The Director's has laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectivelyand
f. There is proper system to ensure compliance with the provisions of all applicablelaws and such systems were adequate and operating effectively.
M/s. R.K. Malpani & Associates Chartered Accountants Firm Reg. No. 002759C retireat the conclusion of the forthcoming Annual General Meeting. The Company has received aletter from them to the effect that their appointment if made would be within theprovision prescribed under Section 139 of the Companies Act 2013. Your Directorsrecommend their re-appointment.
INDEPENDENT AUDITORS' REPORT
There is no qualification in the Independent Auditors' Report has pointed out. Yourdirectors wish to state that due to cash flow constraints. There are somedisqualifications reservations or adverse remarks or disclaimers in Auditors Report.
Pursuant 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 Rupa Gupta Practicing Company Secretary in practice to undertake theSecretarial Audit of the Company. The Secretarial Audit report is annexed herewith as"Annexure -5".
SECRETARIAL AUDITORS' REPORT
The Company appointed M/s Rupa Gupta Practicing Company Secretaries as SecretarialAuditors to conduct Secretarial Audit of the Company for the financial year 2020-21. Thereport of the Secretarial Audit for the financial year 2020-21 in FORM MR-3 is annexed tothis report and forms part of this report. There are No disqualifications reservations oradverse remarks or disclaimers in Secretarial Auditors Report.
COST AUDIT REPORT
Cost Audit Report for the FY 2020-21 is not mandatory as a best Corporate Governancepractice Board on the recommendation of the Audit Committee internal auditors is alsoconduct work as Cost Auditor of the Company for the FY 2020-21.
Details of Composition of Audit Committee are covered under Corporate Governance Reportannexed with this report and forms part of this report. Further during this year all therecommendations of the Audit Committee have been accepted by the Board.
ESTABLISHMENT OF VIGIL MECHANISM
The Company has set up vigil mechanism viz. Whistle Blower Policy to enable theemployees and Directors to report to the Audit Committee Chairman genuine concernsunethical behavior and irregularities if any noticed by them in the Company which couldadversely affect company's operations. It is posted on the website of the Company. Thesame is reviewed by the Audit Committee from time to time. No concerns or irregularitieshave been reported by employees/directors till date. The policy has been uploaded on theCompany's website www.rajasthangasesltd.com
REPORTING OF FRAUDS
There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act and Rules framed there under either to the Company or to the CentralGovernment.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 (3) of the Companies (Accounts) Rules 2014 is annexed herewith as"Annexure-1"
SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES
There were no other changes in the subsidiary associate and joint venture companieswhich were reported earlier as "Annexure-2"
RELATED PARTY TRANSACTIONS
All the contracts/ arrangements/ transactions that were entered into by the Companyduring the financial year with related parties were on an arm's length basis and in theordinary course of business. During the year the Company had not entered into anycontract/arrangement/ transaction with related parties which could be considered materialrequiring approval of the Board/shareholders in accordance with the policy of the Companyon materiality of related party transactions. All Related Party Transactions are placedbefore the Audit Committee for approval. The policy on Related Party Transactions asapproved by the Board is available on the website of the Company. None of the Directors ofthe Company has any pecuniary relationships or transactions vis-a-vis the Company. Therequisite details are given in Form AOC 2 is annexed herewith as "Annexure -3".
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT - 9 has beenannexed with this report and forms part of this report as "Annexure-4" and thesame is available on the Company's website.
PARTICULARS OF EMPLOYEES
The information required under section 197 of the Act and rules made there-under withsubsequent amendments thereto in respect of employees of as shown below:
a. Employed throughout the year and in receipt of remuneration aggregating toRs.10200000 or more - Nil
b. Employed for part of the year and in receipt of remuneration of Rs.850000 or moreper month - Nil Note: Remuneration includes salary and value of perquisites and nature ofemployment is Contractual.
Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 (with subsequent amendments thereto) is annexed withthis report and forms part of this report as "Annexure-6"
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in notes to the financial statements.
PREVENTION OF INSIDER TRADING
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 responsible forimplementation of the Code.
All Board Directors and the designated employees have confirmed compliance with theCode.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. Women employees (permanent contractualtemporary and trainees) are covered under this policy. The Company has not received anysexual harassment complaint during the year 2016-17
The Ministry of Corporate Affairs had taken the Green Initiative in Report on CorporateGovernance by allowing paperless compliances by Companies through electronic mode. YourCompany supports the Green Initiative and has accordingly decided to send necessarycommunications to its Shareholders to their respective registered E-mail addresses. YourCompany appeals to you its Shareholders who are yet to register the E-mail addressesthat they take necessary steps for registering the same so that you can also become a partof the initiative and contribute towards a Greener environment.
Your company reaffirms its commitment to good corporate governance practices. Thecompany complies with corporate governance requirements specified in regulation 17 to 27and clauses (b) to (i) of sub-regulation (2) of regulation 46 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
Pursuant to Schedule V of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Report on Corporate Governance which forms a part of this Report hasbeen annexed herewith as "Annexure-7"
The Managing Director cum Chief Financial Officer have certified to the Board withregard to the financial statements and other matters as required under Regulation 17 (8)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
MANAGEMENT DISCUSSION AND ANALYSIS
The core business of the company is Trading and developers sector. The managementdiscussion and analysis given below discusses the key issues of the Trading and developerssector. The Report on Corporate Governance which forms a part of this Report has beenannexed herewith as "Annexure-8
During the year under review the Authorized Share Capital of the company was 6000000equity shares of Rs. 10/- each and Issued Subscribed and Paid-up Share Capital was5373800 shares of Rs. 3/- each.
SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
No significant or material orders have been passed against the Company by theRegulators Courts or Tribunals which impacts the going concern status and company'soperations in future.
INFORMATION PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT 2013
The information required pursuant to rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 forms a part of this report. However asper the first proviso to section 136(1) and second proviso of rule 5 (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the report and thefinancial statements are being sent to the members of the Company excluding statement ofparticulars of employees under rule 5 (2) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014. If any member is interested in obtaining the copy ofthe said statement may write to the Company Secretary in advance.
* Familiarization Program of the Independent Directors
Periodic presentations are made by Senior Management Statutory and Internal Auditorsat the Board/Committee meetings on business and performance updates of the Company globalbusiness environment business risks and its mitigation strategy impact of regulatorychanges on strategy etc. Updates on relevant statutory changes encompassing important lawsare regularly intimated to the Independent directors.
The Company has no public deposits as of date and will not accept any deposits withoutprior approval of the Statutory Authorities concerned
Prevention Of Insider Trading
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 responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
* Development in Human Resources / Industrial Relations
The Company recognizes that the Employees are the most valuable resource and endeavorsto empower its employees to meet business excellence while meeting their careeraspirations. It continues to focus on progressive employee relation policies and buildinghigh performance culture with the growth mindset where employees are engaged productiveand efficient. Industrial relations were cordial throughout the year.
Management Discussion and Analysis forming part of this Report is in compliance withSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and suchstatements may be "forward-looking" within the meaning of applicable securitieslaws and regulations. Actual results could differ materially from those expressed orimplied. Important factors that could make a difference to the Company's operationsinclude economic conditions affecting demand / supply and price conditions in the domesticand overseas markets in which the Company operates changes in the Government regulationstax laws and other statutes and other incidental factors.
Adoption On IND AS
These are the Company's first Financial Statement prepared in accordance with INDAS.The Company has adopted INDAS as notified by the Ministry of Corporate Affairs w.e.f 1stApril 2017. The adoption of INDADS has been carried out in accordance with INDAS 101"First Time Adoption of Indian Accounting Standards".
Annexure to this Report
The following are the annexure to this report:
i. Conservation of energy technology absorption Research and development and foreignexchange earnings and outgo in Annexure -1.
ii. Statement containing salient features of the financial statement of associatecompany (Form AOC - 1) in Annexure -2.
iii. Form AOC - 2 in Annexure - 3.
iv. Extract of Annual Report (Form MGT-9) in Annexure - 4.
v. Secretarial Audit Report (Form MR-3) in Annexure -5.
vi. Particulars of Remuneration in Annexure -6
vii. Corporate Governance Report in Annexure-7
viii. Management Discussion And Analysis Annexure -8
The Board takes this opportunity to express its sense of gratitude to all theCustomers Shareholders Government Departments Bankers and Suppliers of the Company. TheBoard also wishes to pay tribute to all the employees of the Company for their splendidcommitment and dedication.
| ||On behalf of the Board of Directors || |
| ||Sd/- ||Sd/- |
| ||Nikhilesh Khandelwal ||Gauri Bhagat |
|Place: Mumbai ||Managing Director ||Director |
|Dated: 03.08.2021 ||DIN :06910438 ||DIN :06950001 |