The Board of Directors ("Board") of Rajnish WellnessLimited ("The Company") with immense pleasure present their Report on thebusiness and operations of your company together with the audited financial statements forthe financial year ended 31st March 2021.
The operating results of the Company for the year ended 31st March2021 are as follows
Amount in Rs.
|Particulars ||Year ended31stMarch 2021 ||Year ended31stMarch 2020 |
|Revenue from Operations ||133414523 ||137476556 |
|Profit before tax from continuing operations ||1155014.41 ||-6167697 |
|Tax Expenses (Including Deferred Tax) ||157544 ||-80647 |
|Profit after Tax ||997470 ||-6087049 |
STATE OF AFFAIRS/ COMPANY'S PERFORMANCE
During the year under review your company achieved total revenue fromoperations of Rs. 133414523/- (previous year Rs. 137476556) resulting in decreaseover the previous year.
The profit after tax (including other comprehensive income) is at Rs.997470(previous year Rs. -6087049/-).
There was no change in the nature of business of the company during theyear.
The current year has been unprecedented with the Covid pandemicaffecting the entire world. Its impact has been on every aspect of our life which has beenconstrained in terms of movement social interaction mobility of work and numerous otheraspects. Global solutions were required to ensure return to efficient management ofbusiness.
Considering the financial results and to plough back surplus of theCompany the Board did not recommend payment of any dividend for the year ended 31stMarch 2021.
TRANSFER TO RESERVES
No amount has been transferred to reserves and the profit for the yearhas been retained in the profit and loss account.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND
The provision of Section 125 of Companies Act 2013 is not applicableas the Company did not declare any dividend in the previous years.
During the year under review there was no change in the Share Capitalof the company. As at March 31 2021 the total paid-up share capital of the company stoodat Rs. 46737000 divided into 4673700 equity shares of Rs. 10/- each.
LISTING OF EQUITY SHARES
The securities of the Company are listed on the SME Platform of BSELimited. Further the Company has no equity shares carrying differential voting rights.
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year under review your Company has not made any investmentgiven any loan or guarantee falling within the meaning of section 186 of the CompaniesAct 2013 and the rules made there under.
During the year under review your company has not accepted any depositsfalling within the meaning of Section 73 of Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY
During the year the Company had not entered into anycontract/arrangement/transactions with related parties which could be considered asmaterial. All transactions entered into with Related Parties as defined under theCompanies Act 2013 during the financial year were in the ordinary course of business donot attract the provisions of Section 188 of the Companies Act 2013.
The related party transactions as approved by the Board are disclosedin ANNEXURE I.
SUBSIDIARY JOINT VENTURES AND ASSOCIATE COMPANIES
There is no subsidiary.
Risk management is the process of identification assessment andprioritization of risks followed by coordinated efforts to minimize monitor andmitigate/control the probability and/or impact of unfortunate events. The company hasinitiated a process of preparing a comprehensive risk assessment and minimizationprocedures. The major risks are being identified by the company in areas of operationsfinancial processes human resources and statutory compliance.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
Your Company has always provided a safe and harassment free workplacefor every individual especially for women in its premises through various policies andpractices. Your company has been actively involved in ensuring that the clients and allthe employees are aware of the provisions of the POSH Act and rights thereunder. There wasno complaint received by the Company during the financial year 2020-2021 under theaforesaid Act.
NUMBER OF BOARD MEETINGS DURING THE YEAR
During the year under review 13 meetings of the board were held incompliance with the provisions of the Companies Act 2013 SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Secretarial Standards on Board Meeting.
COMMITTEES OF THE BOARD BOARD OF DIRECTORS
As on 31st March 2021 the Board of the Company consisted of 5Directors and 2 Key managerial Personnel. Accordingly the composition of the Board is inconformity with Regulation 17 of the Listing Regulations.
The composition of the Board of Directors and Inter-se Relationshipsamongst Directors is as on 31st March 2021 is summarized below: -
|Sr. No ||Name of Director ||Designation ||Relationships between directors inter-se |
|1 ||Rajnishkumar Surendra Prasad Singh ||Managing Director ||No Relation |
|2 ||Shalini Vijendra Mishra ||Wholetime Director ||No Relation |
|3 ||Madhukar DevappaImade ||Independent Director ||No Relation |
|4 ||Abhinandan Ashok Kumar Paliwal ||Independent Director ||No Relation |
|5 ||Sanjjari Sanju Kashyap ||Non Executive Director ||No Relation |
DURING THE YEAR NONE OF THE DIRECTORS OF THE COMPANY
Has held or holds office as a director including any alternatedirectorship in more than twenty companies at the same time and maximum number ofdirectorships in public companies does not exceed ten as per the provision of Section 165of Company Act 2013.
Has held or holds office of directorships including any alternatedirectorships in more than eight listed entities as per the provision of 17A of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
Has not serve as an independent director in more than seven listedentities and whole-time director has not serve as an independent director in not more thanthree listed entities.
Is a Member of more than 10 (ten) Committees and Chairman / Chairpersonof more than 5 (five) Committees across all the Indian public limited companies in whichhe / she is a Director.
NUMBER OF BOARD MEETINGS AND ATTENDANCE
During the Financial year 2020-21 Four (4) board meetings were held.These were held on 27th July 2020 12th November 2020 04thDecember 2020 and12th February 2021. The interval between any two meetings was wellwithin the maximum allowed gap of 120 days.
|SR.NO ||NAME OF THE DIRECTOR ||DIN ||CATEGORY ||BOARD MEETINGS |
| || || || ||HELD ||ATTENDED |
|1. ||Rajnishkuma r Surendra Prasad Singh ||01674671 ||Managing Director ||4 ||4 |
|2. ||Shalini Vijendra Mishra ||01674721 ||Whole-Time Director ||4 ||4 |
|3. ||Madhukar DevappaImad e ||01674642 ||Independent Director ||4 ||4 |
|4. ||Abhinandan Ashok Kumar Paliwal ||01029694 ||Independent Director ||4 ||4 |
|5. ||Sanjjari Sanju Kashyap ||08387830 ||Non-Executive Director ||0 ||0 |
Audit Committee of the Board of Directors is entrusted with theresponsibility to supervise the Company's internal controls and financial reportingprocess. The quorum power role and scope are in accordance with Section 177 of theCompanies Act 2013 and the provisions of Regulation 18 of the SEBI (Listing Obligationand Disclosure Requirement) Regulations 2015.
The terms of reference of the committee inter alia include overseeingthe Company's financial reporting process and disclosures of financial information.The responsibility of the committee inter alia is to review with the management theconsolidated and standalone quarterly/annual financial statements prior to recommendingthe same to the Board for its approval.
The committee reviews the reports of the internal and statutoryauditors and ensures that adequate follow-up action is taken by respective auditors. Themanagement on observations and recommendations made by the respective auditors.
The Audit Committee also assures the Board about the adequate internalcontrol procedures and financial disclosures commensurate with the size of the Company andin conformity with requirements of the new Listing Regulations. The Board has beenreviewing the working of the Committee from time to time to bring about greatereffectiveness in order to comply with the various requirements under the Companies Act2013 and the SEBI (Listing Obligation and Disclosure Requirement) Regulations 2015.
The committee recommends to the board the appointment orre-appointment of the statutory auditors and internal auditors of the Corporation andtheir remuneration. The committee and auditors discuss the nature and scope of auditapproves payment of fees for other services rendered by the statutory auditors. Thecommittee also annually reviews with the management the performance of statutory andinternal auditors of the Corporation to ensure that an objective professional andcost-effective relationship is being maintained.
During the financial year 2020-21 the meeting of the Audit committeewas held at regular intervals.
The Composition of the Audit Committee as on 31st March 2021 is givenherein below:
|Sr. No. ||Member's Name ||Category ||Designation |
|1 ||Madhukar Imade ||Independent Non-Executive Director ||Chairman |
|2 ||AbhinandanPaliwal ||Independent Non-Executive Director ||Member |
|3 ||Mr.RajnishkumarSurendra Prasad Singh ||Independent Non-Executive Director ||Member |
Broad terms of reference of the Audit Committee are as per following:The role of the audit committee shall include the following:
1 Oversight of the listed entity's financial reporting process and the disclosureof its financial information to ensure that the financial statement is correct sufficientand credible;
2 Recommendation for appointment remuneration and terms of appointment of auditors ofthe listed entity;
3 Approval of payment to statutory auditors for any other services rendered by thestatutory auditors;
4 Reviewing with the management the annual financial statements and auditor'sreport thereon before submission to the board for approval with particular reference to:
(a) matters required to be included in the director's responsibility statement tobe included in the Board's report in terms of clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013;
(b) Changes if any in accounting policies and practices and reasons for the same;
(c) Major accounting entries involving estimates based on the exercise of judgment bymanagement;
(d) significant adjustments made in the financial statements arising out of auditfindings;
(e) Compliance with listing and other legal requirements relating to financialstatements;
(f) disclosure of any related party transactions;(g)modified opinion(s) in the draftaudit report;
5 Reviewing with the management the quarterly financial statements before submissionto the board for approval;
6 Reviewing with the management the statement of uses / application of funds raisedthrough an issue (public issue rights issue preferential issue etc.) the statement offunds utilised for purposes other than those stated in the offer document/prospectus /notice and the report submitted by the monitoring agency monitoring the utilizationproceeds of a public or rights issue and making appropriate recommendations to the boardto take up steps in this matter;
7 Reviewing and monitoring the auditor's independence and performance andeffectiveness of audit process;
8 Approval or any subsequent modification of transactions of the listed entity withrelated parties;
9 Scrutiny of inter-corporate loans and investments;
10 Valuation of undertakings or assets of the listed entity wherever it is necessary;
11 Evaluation of internal financial controls and risk management systems;
12 Reviewing with the management performance of statutory and Internal Auditorsadequacy of the internal control systems;
13 Reviewing the adequacy of internal audit function if any including the structureof the internal audit department staffing and seniority of the official heading thedepartment reporting structure coverage and frequency of internal audit;
14 Discussion with internal auditors of any significant findings and follow up thereon;
15 Reviewing the findings of any internal investigations by the internal auditors intomatters where there is suspected fraud or irregularity or a failure of internal controlsystems of a material nature and reporting the matter to the board;
16 Discussion with statutory auditors before the audit commences about the nature andscope of audit as well as post-audit discussion to ascertain any area of concern;
17 To look into the reasons for substantial defaults in the payment to the depositorsdebenture holders shareholders (in case of non-payment of declared dividends) andcreditors;
18 To review the functioning of the whistle blower mechanism;
19 Approval of appointment of chief financial officer after assessing thequalifications experience and background etc. of the candidate;
20 Carrying out any other function as is mentioned in the terms of reference of theaudit committee.
NOMINATION AND REMUNERATION COMMITTEE
The terms of reference of Nomination and Remuneration Committee includethe matters specified in Regulation 19 read with Part D of Schedule II of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and section 178 of theCompanies Act 2013.
The terms of reference of the committee inter alia include formulationof the criteria for determining qualifications positive attributes and independence of adirector and recommend to the board a policy relating to the remuneration of thedirectors key managerial personnel senior management and other employees of the Company.The committee formulates the criteria for evaluation of the Chairman independentdirectors non-executive directors the Board as a whole and Board committee.
The committee's function includes identifying persons who arequalified to become directors of the Company recommending their appointment orre-appointment of the existing directors to the Board ensuring that such persons meet therelevant criteria prescribed under applicable laws including qualification area ofexpertise and experience track record and integrity and reviewing and approving theremuneration payable to the executive directors of the Company within the overall limitsas approved by the shareholders.
During the financial year 2020-21 the meeting of the Nomination andRemuneration Committee was held at regular intervals.
The Composition of the Nomination and Remuneration Committee on 31stMarch 2021 is given herein below:
|Sr. No. ||Member's Name ||Category ||Designation |
|1 ||Madhukar Imade ||Independent Non-Executive Director ||Chairman |
|2 ||Sanjjari Sanju Kashyap ||Non-Executive Director ||Member |
|3 ||AbhinandanPaliwal ||Independent Non-Executive Director ||Member |
ROLE OF NOMINATION AND REMUNERATION COMMITTEE INTER-ALIA INCLUDE THEFOLLOWING
1. Formulate the criteria for determining qualifications positiveattributes and independence of a director and recommend to the Board a policy relating tothe remuneration for the directors key managerial personnel and other employees;
2. Devising a policy on Board diversity;
3. Formulation of criteria for evaluation of performance of independentdirectors and the board of directors;
4. Identifying persons who are qualified to become directors and whomay be appointed in senior management in accordance with the criteria laid down andrecommend to the board of directors their appointment and removal ; and
5. Whether to extend or continue the term of appointment of theappointment of the independent director on the basis of the report of performanceevaluation of independent directors. Performance Evaluation criteria for IndependentDirectors:
Based on the recommendation of the Nomination and RemunerationCommittee and as approved by the Board the performance of the individual Non-IndependentDirectors are evaluated annually on basis of criteria such as qualifications experienceknowledge and competency fulfillment of functions ability to function as a teaminitiative availability and attendance commitment (as a Director) contribution andintegrity.
Each individual Independent Director is reviewed based on theadditional criteria of independence and independent views and judgment. Similarly theperformance of the Chairman is evaluated based on the additional criteria such aseffectiveness of leadership and ability to steer the meetings impartiality commitment(as Chairperson) and ability to keep shareholders' interests in mind.
REMUNERATION OF DIRECTORS
The remuneration of directors is recommended by the Nomination andRemuneration Committee of the Board in line with the Remuneration Policy of the Companyand approved by Board and if required are also approved by the Shareholders and/or theCentral Government as the case may be. The remuneration paid to the Executive Directors isrecommended by the Nomination and Remuneration Committee and approved by the Board ofDirectors subject to shareholders' approval in the subsequent General Meeting. Noneof the Independent Directors have any pecuniary relationship with the Company other thanthe sitting fees received by them for attending the meeting of the Board and/or Committeethereof. Performance evaluation criteria for Independent Directors:
Independent Directors have three key roles to play; those are:
Pursuant to the provisions of the Companies Act 2013 and the SEBI(LODR) Regulations 2015 the Nomination and Remuneration Committee has recommended theguidelines for the evaluation of performance of Independent Directors. This largelyincludes:The qualification and experience of Independent Directors.
The groundwork the Independent Directors perform before attending themeetings to enable them in giving valuable inputs during meetings. The exposure ofIndependent Directors in different areas of risks the entity faces and advices from themto mitigate the same.
STAKEHOLDERS' GRIEVANCE COMMITTEE
The Company has constituted a Stakeholders Relationship Committee itcomprises most independent directors. The mechanisms adopted by the terms of reference ofthe committee inter alia include reviewing Corporation to redress shareholder depositorand debenture holder grievances the status of litigations filed by/against stakeholdersof the Corporation and initiatives taken to reduce the quantum of unclaimed dividends. Thecommittee oversees adherence to service standards and standard operating procedurespertaining to investor services. The committee reviews the status of compliances withapplicable corporate and securities laws.
During the financial year 2020-21 the meeting of the StakeholdersRelationship Committee was held at regular intervals.
The Composition of the Stakeholders Relationship Committee as on 31stMarch 2021 is given herein below:
|Sr. No. ||Member's Name ||Category ||Designation |
|1 ||Madhukar Imade ||Independent Non-Executive Director ||Chairman |
|2 ||AbhinandanPaliwal ||Independent Non-Executive Director ||Member |
|3 ||RajnishkumarSurendra Prasad Singh ||Executive Director ||Member |
|4 ||Shalini Mishra ||Executive Director ||Member |
MEETING OF INDEPENDENT DIRECTORS
A separate meeting of the independent directors ("Annual IDMeeting") was convened on
24thFebruary 2021 which reviewed the performance of theBoard (as a whole) the Non-Independent Directors and the Chairman. Post the Annual IDMeeting the collective feedback of each of the Independent Directors was discussed by theChairperson with the Board covering performance of the Board as a whole performance ofthe Non-Independent Directors and performance of the Board Chairman.
All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and there is no change in their status of Independence. As requiredunder Section 149(7) of the Companies Act 2013.
DETAILS OF FAMILIARIZATION PROGRAMMED IMPARTED TO INDEPENDENT DIRECTORSFOR THE FINANCIAL YEAR 2020-21
On appointment the concerned Director is issued a Letter ofappointment setting out in detail the terms of appointment duties responsibilities andexpected time commitments. Each newly appointed Independent Director is taken through aninduction and familiarization program including the presentation and interactive sessionwith the Committee Members and other Functional Heads on the Company's finance andother important aspects.
Your Company always places a major thrust on managing its affairs withdiligence transparency responsibility and accountability thereby upholding the importantdictum that an Organization's corporate governance philosophy is directly linked tohigh performance. The Company understands and respects its fiduciary role andresponsibility towards its stakeholders and society at large and strives to serve theirinterests resulting in creation of value for all its stakeholders. In terms of Regulation34 of SEBI (LODR) Regulations furnishing of Corporate Governance Report is not applicableto the company.
COMPLIANCE WITH THE SECRETARIAL STANDARDS
The relevant Secretarial Standards issued by the Institute of CompanySecretaries of India (ICSI) related to the Board Meetings and General Meeting have beencomplied with by the Company.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHERDETAILS
The Nomination and Remuneration Committee has adopted a policy as perSection 178(3) of the Companies Act 2013 for determination of remuneration and the mannerof selection of the Board of Directors CS and CFO & Managing Director and theirremuneration. Criteria for selection of Non-Executive Director.
The Non-Executive Directors shall be of high integrity with relevant expertise andexperience in the fields of Service Industry Manufacturing Marketing Finance andTaxation Law Governance and General Management.
In case of appointment of independent directors the committee shall satisfy itselfwith regard to the criteria of independence of the directors vis--vis the company so asto enable the board to discharge its function and duties effectively.
The committee shall ensure that the candidate identified for appointment as a directoris not disqualified for appointment under Section 164 of the Companies Act 2013.
The committee shall consider the following attributes whilst recommending to the boardthe candidature for appointment as director:
Qualification expertise and experience of the directors in their respective fields;
Personal professional or business standing;
Diversity of the Board.
In case of re-appointment of Non-Executive Directors the Board shall take intoconsideration the performance evaluation of the Directors and their engagement level.
The Non-Executive Directors shall not be entitled to receiveremuneration except by way of sitting fees reimbursement of expenses for participation inthe board/committee meetings and commission as approved by the Board of Directors. Theindependent directors of the company shall not be entitled to participate in the StockOption Scheme of the company. The aggregate commission payable if any to the Non-ExecutiveDirectors will be within the statutory limits.
CRITERIA FOR SELECTION/APPOINTMENT OF MANAGING DIRECTOR EXECUTIVEDIRECTOR CS AND CFO
For the purpose of selection of the Managing Director ExecutiveDirector CS and CFO the Committee shall identify persons of integrity who possessrelevant expertise experience and leadership qualities required for the position. TheCommittee will also ensure that the incumbent fulfils such other criteria with regard toage and other qualifications as laid down under Companies Act2013 or other applicablelaws.
Remuneration to Managing Director and Executive Director
At the time of appointment or re-appointment the Executive Directorand Managing Director shall be paid such remuneration as may be mutually agreed betweenthe Company (which includes the Committee and the Board of Directors) and the ExecutiveDirector/ Managing Director within the overall limits prescribed under the Companies Act2013.
The remuneration shall be subject to the approval of the members of theCompany in General Meeting in compliance with the provisions of the Companies Act 2013.
REMUNERATION POLICY FOR THE SENIOR MANAGEMENT EMPLOYEES INCLUDING CFO& CS
In determining the remuneration of Senior Management Employees thecommittee shall ensure/consider the following:
The relationship between remuneration and performance benchmark;
The balance between fixed and variable pay reflecting short and long-term performanceappropriate to the working of the company and its goals as mutually agreed.
The policy relating to remuneration of Directors Key ManagerialPersonnel Senior Management and other employees is available on the website of theCompany.
BOARD EVALUATION AND ASSESSMENT
The Board of Directors has carried out an annual evaluation of its ownperformance Board committees and individual Directors pursuant to the provisions of theSections 134 178 and Schedule IV of the Companies Act 2013. Evaluation was done aftertaking into consideration inputs received from the Directors covering various aspects ofthe Board's functioning such as adequacy of the composition of the Board and itsCommittees performance of specific duties independence ethics and values attendanceand contribution at meetings etc.
The performance of the Independent Directors was evaluated individuallyby the Board after seeking inputs from all the directors on the effectiveness andcontribution of the Independent Directors.
The performance of the Committees was evaluated by the Board afterseeking inputs from the Committee members based on the criteria such as the composition ofCommittees effectiveness of Committee meetings etc.
The Board reviewed the performance of the individual Directors on thebasis of the contribution of the individual Director during Board and Committee meetings.
In a separate meeting of Independent Directors performance ofNon-Independent Directors and the performance of the Chairman was evaluated taking intoaccount the views of executive directors and non-executive directors. The IndependentDirectors also assessed the quality frequency and timeliness of flow of informationbetween the Board and the management that is necessary for effective performance.
DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTEDRESIGNED OR RE-DESIGNATED
During the financial year under review:
Ms. Sanjjari Sanju Kashyap who was appointed on the Board as Additional Director (underNon- Executive Category) with effect from 10thMarch 2021 and she wasregularized as Non Executive Director in the Annual General Meeting held on 30thSeptember 2021.
Mr. Rajveer Singh was appointed as Company Secretary & Compliance Officer of theCompany by the Board in the board meeting held on 23rd March 2021';.
DECLARATION BY THE INDEPENDENT DIRECTORS
During the year under review the independent directors of the companyhave submitted their disclosures to the board that they fulfill all the requirements asstipulated in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 so as to qualify themselves tobe appointed as independent directors under the provisions of the Companies Act 2013 andthe relevant rules.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:
i. In preparation of the annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures;
ii. 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 at the end of the financial year and ofthe profit and loss of the company for that period ;
iii. The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
iv. The directors have prepared the annual accounts on a going concern basis;
v. The directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively;
vi. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and effective.
Further there are no more qualifications reservations or adverse remarks made by thestatutory auditor/secretarial auditor in their respective reports.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3) (a) of the Companies Act 2013 anextract of the Annual Return of the company for the financial year ended 31st March 2021is enclosed as ANNEXURE II.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act relating toCorporate Social Responsibility are not applicable as the Company is having Net worth lessthan rupees Five Hundred Crore Turnover less than rupees One Thousand Crore and NetProfit less than rupees Five Crore.
PARTICULARS OF EMPLOYEES
The information required under section 197 of the Companies Act 2013read with rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is presented in a separate section forming part of this AnnualReport as ANNEXURE III.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under reviewas stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is presented in a separate section forming part of this annual report as ANNEXURE IV.
M/s. Anand Jain & Associates Chartered Accountants (FirmRegistration No.105666W) Mumbai was appointed as Statutory Auditor of the Company at the6th Annual General Meeting held on 30th September 2021 for a term of one yeartill the conclusion of the 7thAGM to be held in the year 2022.
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors of the Company have appointed M/s Jaymin Modi & Co. PracticingCompany Secretaries Mumbai to conduct the Secretarial Audit for the financial year2020-2021 period 31st March 2021. The Secretarial Audit Report for the year2020-21 issued by him in the prescribed form MR-3 is attached as ANNEXURE V to thisReport. The said Secretarial Audit Report does not contain any qualification reservationadverse remark or disclaimer made by the Secretarial Auditor.
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
The statutory auditors' report and secretarial auditors'report do not contain any qualifications reservations or adverse remarks. During theyear the statutory auditor and secretarial auditors have not reported any instances offrauds committed in the Company by its officers or employees to the Audit Committee undersection 143(12) of the Companies Act2013.
INTERNAL FINANCIAL CONTROL
The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. Based on the audit reports your Company undertakescorrective action in their respective areas and strengthens the controls. The Board ofDirectors of the Company have adopted various policies like Related Party Transactionspolicy Whistle Blower Policy code of conduct for regulating monitoring and reportinginsider trading and such other procedures for ensuring the orderly and efficient conductof its business prevention and detection of frauds and errors accuracy and completenessof the accounting and timely preparation of financial information.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE
During the financial year under review there were no significant andmaterial orders passed by the regulators or courts or tribunals impacting the goingconcern status and company`s operations in the future.
In pursuance of the provisions of Section 177(9) & (10) of theCompanies Act 2013 and Regulation 22 of SEBI (LODR) Regulations2015 a Vigil Mechanismfor directors and employees to report genuine concerns has been established. The Policy onvigil mechanism i.e whistle blower policy may be accessed on the Company's website.
The policy provides for a framework and process for the employees anddirectors to report genuine concerns or grievances about leakage of unpublished pricesensitive information (UPSI) illegal and unethical behavior to the Chairman of the AuditCommittee.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
(A) CONSERVATION OF ENERGY
i) The steps taken or impact on conservation of energy: NIL
ii) The steps taken by the company for utilizing alternate sources of energy: NIL
iii) The capital investment on energy conservation equipments: NIL
(B) TECHNOLOGY ABSORPTION
i) The efforts made towards technology absorption: NIL
ii) The benefits derived like product improvement cost reduction product developmentor import substitution:
Better economy reduction in emission & clean operation
iii) In case of imported technology (imported during the last year reckoned from thebeginning of the financial year): NIL
The details of technology imported: NIL
The year of import: NIL
Whether the technology fully absorbed: NIL
If not fully absorbed areas where absorption has not taken place and the reasonsthereof; and:
iv) The expenditure incurred on Research and Development: NIL
(C) FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review Foreign Exchange Earnings and Outgo areas under:-
|Particulars ||2021 ||2020 |
|Foreign Exchange earned ||Nil ||Nil |
|Foreign Exchange used ||Nil ||Nil |
Your directors place on record their gratitude to the CentralGovernment various State Governments and Company's Bankers and advisors for thevaluable advice guidance assistance cooperation and encouragement they have extended tothe Company from time to time. The Directors also take this opportunity to thank thecompany's customers suppliers and shareholders for their consistent support to theCompany. We place on record our appreciation of the contribution made by our employees atall levels. Our consistent growth was made possible by their hard work solidaritycooperation and support.