Your Directors have pleasure in presenting their Annual Report on the businessand operations of the Company and the Audited Accounts for the Financial Year ended 31stMarch 2021.
1. FINANCIAL SUM MARY/HIGHLIG HTS OF PERFORMANCE OF THE COMPANY:
|Financial Results || ||(Rs. in Lakhs) |
|Particulars ||Year ended 31-03-2021 ||Year ended 31-03-2020 |
|Revenue from Operation ||- ||- |
|Other Income ||- ||- |
|Total Revenue ||- ||- |
|Changes in Inventories of finished goods work-in- progress ||- ||- |
|Depreciation & Amortization Exp. ||4.15 ||80.06 |
|Other Expenses ||11.38 ||14.82 |
|Profit/(Loss) Before Tax ||(15.53) ||(94.88) |
|Deferred Tax ||46.71 ||(106.98) |
|Profit/(Loss) After Tax (PAT) ||31.18 ||(201.86) |
2. STATE OF COMPANY'S AFFAIRS:
No income was generated by the Company during the period under review. The Board ofDirectors of the Company is incessantly making efforts for the growth of the Company.
3. DECLARATION OF DIVIDEND & TRANSFER OF AMOUNT TO RESERVES:
Due to marginal profit your Board of Directors does not recommend declaration ofdividend. Moreover the profit incurred during the year is being adjusted against theReserves during the financial year.
4. SHARE CAPITAL:
At present the Company has only one class of shares - equity shares with face value ofRs. 10/- each. The authorized share capital of the company is Rs. 250000000/- (RupeesTwenty Five Crore) divided into 25000000 (Two Crore Fifty Lakhs) equity shares of Rs.10/- (Rupees Ten) each. The paid up share capital of the company is Rs. 200000000/-(Rupees Twenty Crore) divided into 20000000 (Two Crore) equity shares of face value ofRs.10/- (Rupees Ten) each.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
6. FUTURE OUTLOOK:
The comprehensive financial system continues to remain under pressure ongoing economicuncertainties around the world due to Covid-19 pandemic. However it is probable that theuniversal development should stabilize in future.There is cut throat competition in thefield of our operating industry and to alleviate the same administration had adopteddefensive approach in order to maintain the market share of your Company. Management is ofthe observation that the Company will accomplish prosperity in current year.
7. ENERGY TECHNOLOGY AND FOREIGN EXCHANGE:
In accordance with Section 134(3) (m) of the Companies Act 2013 read with the Rule 8of the Companies (Accounts) Rules 2014 the following information is provided as under:
A. Conservation of Energy
Your Company is not an energy intensive unit however regular efforts are made toconserve energy. Some of the steps taken by the Company towards energy conservation asunder:
Adoption of LED light technology in office premises to reduce the powerconsumption;
Adoption of VRV technology for air-conditioning in office areas to reduceelectricity consumption;
B. Technology Absorption (Research and Development)
The Company continuously makes efforts towards research and developmental activitieswhereby it can improve the quality and productivity of its programs.
C. Foreign Exchange Earnings and Outgo
During the period under review foreign exchange earnings and outgo is given in ANNEXURE- I and forms part of this report.
8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No such Material changes occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report which can affect thefinancial position of the Company.
9. DETAILS OF SIGNIFICANT AND MATERIAL LITIGATIONS/ ORDERS:
During the year under review there were no significant material orders passed by theRegulators / Courts and no litigation was outstanding as on March 31 2021 which wouldimpact the going concern status and future operations of your Company.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company has no Subsidiary Company. Hence details relating to Subsidiary Companyare not provided for.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENT BY THE COMPANY:
Details of Loans Guarantees and Investments if any covered under the provisions ofSection 186 of the Act are given in the notes to the Financial Statements.
14. MEETING OF BOARD OF DIRECTORS:
Your Company's Board is duly constituted which is in compliance with the requirementsof the Companies Act 2013 the Listing Regulations and provisions of the Articles ofAssociation of the Company. Your Board has been constituted with requisite diversitywisdom and experience commensurate to the scale of operations of your Company.
During the year under the review 9 (Nine) Board meetings were held with gap betweenMeetings not exceeding the period prescribed under the Companies Act 2013 and Rules madethere under. Details of Board and Board committee meetings held during the year are givenin the Corporate Governance Report.
Board meeting dates were finalized in consultation with all directors and agenda papersbacked up by comprehensive notes and detailed background information are circulated wellin advance before the date of the meeting thereby enabling the Board to take informeddecisions.
15. ANNUAL RETURN:
Pursuant to Section 92(3) read with section 134(3)(a) of the Companies Act 2013copies of the Annual Returns of the Company prepared in accordance with Section 92(1) ofthe Companies Act 2013 read with Rule 11 of the Companies (Management and Administration)Rules 2014 are placed on the website of the Company and is accessible at the web link:www.realeco.in
All the Properties of the Company are adequately insured.
17. RELATED PARTY TRANSACTIONS:
The Company has not entered into any contract or arrangement with related party whichis not at arms' length requiring approval of shareholders in the general meeting asrequired under Section 188 (1) of the Companies Act 2013 and thus disclosure in FormAOC-2 is not required.
18. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Pursuant to provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 every company with a NetWorth of Rs. 500 crore or more or an annual turnover of Rs. 1000 crore or more or with anet profit of Rs. 5 crore or more is required to constitute a CSR Committee. At presentthe Company is not required to constitute a CSR Committee in this regards as none of theabove referred limits have been triggered.
19. DIRECTORATE AND KEY MANAGERIAL PERSONNEL:
The Board of Directors of your company has various executive and non-executivedirectors including Independent Directors who have wide and varied experience in differentdisciplines of corporate functioning.
In accordance with the provisions of Section 152 of the Companies Act 2013 andArticles of Association of the Company Mrs. Hina Swetank Patel (DIN: 01987053) retires byrotation at the ensuing Annual General Meeting and being eligible in terms of Section 164of the Act offers herself for re-appointment.
The Company had pursuant to the provisions of Regulation 17(1)(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 entered into with StockExchanges Mr. Jayesh Jayantilal Pandya (DIN: 02030546) Mrs. Bhavna Narendra Ayer (DIN:02013577) and Mr. Aniket Patel as Independent Directors of the Company during the periodunder review. All Independent Directors have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013.
As required under Section 203 of the Companies Act 2013 the Company has Mr. DharmSwetank Patel Managing Director Mr. Umesh Rudrakant Naik Chief Financial Officer andMr. Harsh Hemantkumar Shah Company Secretary as Key Managerial Personnel of the Companyon 31st March 2021.
Appointments and Resignations:
During the year 2020-21 Mr. Swetank Madhuvir Patel and Ms. Payal Pandya were appointedas additional directors on 1st October 2020 to comply with the provisions ofRegulation 17(1A) of SEBI (LODR) Regulations 2015. However both directors expressedtheir unwillingness to continue as directors of the Company so their appointment was notregularized in the annual general meeting of the company held thereafter on 31st December2020. Therefore their term expired on 31st December 2020. Later on Ms.Anushka Shital Patel and Mr. Aniket Patel were appointed with effect from 1stFebruary 2021 to comply with the aforementioned provision. No resignation from anyDirector was received during the year 2020-21.
20. EVALUATION OF BOARD COMMITTEES AND DIRECTORS:
Pursuant to the provisions of the Companies Act and Regulation 17 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and Companies Act 2013 theBoard had carried out performance evaluation of its own the Board Committees and of theIndependent directors. Independent Directors at a separate meeting evaluated performanceof the Non-Independent Directors Board as a whole and of the Chairman of the Board.
The following were the Evaluation Criteria:
(a) For Independent Directors:
- Knowledge and Skills
- Professional conduct
- Duties Role and functions
(b) For Executive Directors:
- Performance as Team Leader/Member.
- Evaluating Business Opportunity and analysis of Risk Reward Scenarios
- Key set Goals and achievements
- Professional Conduct Integrity
- Sharing of Information with the Board
The Directors expressed their satisfaction with the evaluation process.
21. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS:
The Board has on the recommendation of the Nomination & Remuneration Committeeformulated criteria for determining Qualifications Positive Attributes and Independenceof a Director and also a Policy for remuneration of Directors Key managerial Personneland senior management.
22. MANAGERIAL REMUNERATION
The Company had not paid any remuneration to Executive Directors or any sitting fees toNon-Executive Directors for attending any meetings during the financial year ended 31stMarch 2021.
23. INDEPENDENT DIRECTORS' MEETING:
Independent Directors of the Company had met during the year under the review on 18thFebruary 2021.
24. COMMITTEES OF THE BOARD:
During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees.
There are currently Three Committees of the Board as follows:
I. Audit Committee
II. Nomination and Remuneration Committee
III. Stakeholders' Relationship Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" apart of this Annual Report.
A. Statutory Auditors
In terms of the provisions of Section 139 of the Companies Act 2013 read withprovisions of the Companies (Audit and Auditors) Rules 2014 as amended M/s. V. D. Shukla& Co. Chartered Accountants (Firm Registration No.: 110240W) was appointed asStatutory Auditors of the Company for a consecutive period of 5 (Five) years from theconclusion of Annual General Meeting in the year 2017 till the conclusion of the AnnualGeneral Meeting to be held in the year 2022.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. The notes to the accounts referred to in the Auditors' Report areself-explanatory and therefore do not call for any further comments.
There has been no qualification reservation adverse remark or disclaimer given by theAuditors in their Report.
B. Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed Chintan K. Patel Practicing Company Secretaries Ahmedabad toconduct the Secretarial Audit of the Company for the financial year 2020-21 and to submitSecretarial Audit Report in Form No. MR-3.
A copy of the Secretarial Audit Report received from Chintan K. Patel PractisingCompany Secretaries Ahmedabad in the prescribed Form No. MR-3 is annexed to this Board'sReport and marked as Annexure III is self-explanatory and therefore do not call forany further comments.
26. INTERNAL FINANCIAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK:
In terms of Section 134 of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has an Internal Control Systemcommensurate with the size scale and complexity of its operations. To maintain itsobjectivity and independence the Internal Auditors report to the Audit Committee of theBoard. The Internal Auditors monitor and evaluate the efficacy and adequacy of internalcontrol system its compliance with operating systems accounting procedures and policiesin the Company. Based on the report of internal audit function process owners undertakecounteractive action in their respective areas and thereby further strengthen thecontrols. Significant audit observations and corrective actions thereon are presented tothe Audit Committee from time to time. The Company has in place adequate internalfinancial controls appropriate with the size and scale of the operations of the Company.During the period under review such controls were tested and no reportable materialweakness in the design or operations were observed. The Board has also put in placerequisite legal compliance framework to ensure compliance of all the applicable laws andthat such systems are satisfactory and operating effectively.
27. RISK MANAGEMENT:
The Company has implemented an integrated risk management approach through which itreviews and assesses significant risks on a regular basis to help ensure that there is arobust system of risk controls and mitigation in place. Senior management periodicallyreviews this risk management framework to keep updated and address emerging challenges.Major risks identified for the Company by the management are Currency fluctuationCompliances of various applicable Laws Regulatory changes Manufacturing & SupplyLitigation Technological Changes and new capital investments return. The management ishowever of the view that none of the above risks may threaten the existence of theCompany as robust Risk mitigation mechanism is put in place to ensure that there is nil orminimum impact on the Company in case any of these risks materialize.
28. VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
In accordance with Section 177 of the Companies Act 2013 and Regulation 22 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Company hasconstituted a Whistle Blower Policy/Vigil Mechanism to establish a vigil mechanism for thedirectors and employees to report genuine concerns in such manner as may be prescribed andto report to the management instances of unethical behaviour actual or suspected fraud orviolation of the Company's code of conduct.
29. 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 preclearance 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 Company has also adopted a Policyand Procedure for Inquiry in case of Leak of Unpublished Price Sensitive Information. AllBoard of Directors and the designated employees have confirmed compliance with the Code.
30. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act 2013 and tothe best of their knowledge and belief and according to the information and explanationsobtained by them your Directors state that-
i. In the preparation of the annual accounts the applicable IND AS had been followedalong with proper explanation relating to material departures;
ii. The directors had 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 31stMarch 2021 and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 and Rules madethere under for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern basis; and
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
31. CORPORATE GOVERNANCE:
As required by the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 entered into with the Stock Exchanges a detailed report on Corporate Governance isgiven as a part of the Annual Report. The Company is in full compliance with therequirements and disclosures that have to be made in this regard. The Company Secretary'sCertificate of the compliance with Corporate Governance requirements by the Company isattached to the Report on Corporate Governance.
Report on Corporate Governance is given in this Annual Report herewith attached as AnnexureIV.
32. CORPORATE GOVERNANCE CERTIFICATE:
The Compliance certificate from the Company Secretary regarding compliance ofconditions of Corporate Governance as stipulated in Regulation 27 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is appended to the report onCorporate Governance attached herewith as Annexure V.
33. POLICY ON PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has adopted a Policy under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder. The Companyis committed to provide a safe and secure environment to its women employees across itsfunctions and other women stakeholders as they are considered as integral and importantpart of the Organization. The Company has assigned the responsibilities to AuditCommittee. During the year no complaint with allegations of sexual harassment was filedwith the Company.
34. GENERAL SHAREHOLDER INFORMATION:
General Shareholder Information is given forming part of the Annual Report.
Your Directors take this opportunity to articulate their gratefulness for the unstintedcommitment perseverance hard work and noteworthy input made by employees at all levelsin ensuring sustained growth of the Company. Your Directors also genuinely thank to allthe stakeholders clients vendors bankers business acquaintances government otherlegislative bodies and look forward to their continued aid co-operation and support.
|Place: Ahmedabad || |
For and on behalf of the Board
|Date: 8th September 2021 || || |
| ||SD/- ||SD/- |
| ||Dharm S. Patel ||Hina S. Patel |
| ||Managing Director ||Director |
| ||DIN:07464810 ||DIN:01987053 |