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S Kumars Online Ltd.

BSE: 532316 Sector: IT
NSE: N.A. ISIN Code: INE827A01018
BSE 00:00 | 26 Apr S Kumars Online Ltd
NSE 05:30 | 01 Jan S Kumars Online Ltd
OPEN 0.90
PREVIOUS CLOSE 0.90
VOLUME 400
52-Week high 0.99
52-Week low 0.90
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 0.90
CLOSE 0.90
VOLUME 400
52-Week high 0.99
52-Week low 0.90
P/E
Mkt Cap.(Rs cr) 3
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

S Kumars Online Ltd. (SKUMARSONLINE) - Director Report

Company director report

To the Members of S KUMARS ONLINE LIMITED

Dear Members

Your Directors have pleasure in presenting the 21st AnnualReport of the Company together with the Audited Accounts for the financial year ended on31st March 2020 for your perusal consideration and adoption.

State of Affairs of the Company:

Particular

Standalone

Consolidated

2019-20 2018-19 2019-20 2018-19
Total Revenue 0.13 12.87 0.13 12.87
Less :- Total expenditure (33.82) (60.45) (32.84) (60.60)
Profit (Loss) before Exceptional and Extraordinary items and Tax (33.69) (47.58) (32.72) (47.73)
Prior period adjustments - - - -
Profit (Loss) before Extraordinary items and Tax (33.69) (47.58) (32.72) (47.73)
Extraordinary items - - - -
Profit (Loss) before Tax (33.69) (47.58) (32.72) (47.73)
Tax: Current Tax - - - -
Tax Liability of Previous Years - - - -
Deferred Tax (Liability)/Assets - (2.58) - (2.58)
Profit (Loss) after Tax (PAT) (33.69) (50.16) (32.72) (50.31)
Other Comprehensive Income - - - -
Total Comprehensive Income for the year (33.69) (50.16) (32.72) (50.31)
Less:- Appropriation:
Adjustment relating to fixed Assets - - - -
Minority interest (share of loss transferred to minority) - - (0.00) (0.00)
Balance brought forward from previous year (3947.18) (3897.03) (3948.27) (3897.96)
Balance carried to balance sheet (3980.88) (3947.18) (3980.98) (3948.27)

Review of operations:

There is no change in the nature of business of the company. During theyear under review your Company earned a total income of Rs.0.13 lakhas compared to atotal income of Rs. 12.87lakh of the previous year and a net loss after tax of Rs.33.69lakh as compared to net loss after tax of Rs. 50.16 lakh of the previous year.

Business Scenario

The COVID-19 pandemic is a global humanitarian and health crisis. TheCOVID-19 induced lockdown/social distancing measures started in March 2020 and put 75% ofthe overall economic activity into standstill. Consequently market demand and supplychains have been affected significantly increasing the risk of a global economicrecession. The pandemic has impacted and may further impact all of our stakeholders -employees clients investors and communities we operate in. The Company would implement aphased and safe return-to-work plan as and when lockdown restrictions are relaxed. Theimpact of the global health pandemic may be different from that estimated as at the dateof approval of the financial statements and the Company will continue to closely monitorany material changes to future economic conditions.

Transfer to Reserves

In view of overall accumulated losses the directors express theirinability to transfer any amount to reserves for the financial year 2019-20.

Dividend:

In view of overall accumulated losses the directors express theirinability to recommend any dividend on Equity Shares for the financial year 2019-20.

Public Deposits:

Your company has not accepted any deposits from public and as such noamount on account of principal or interest on deposits from public was outstanding as onthe date of the balance sheet.

Management discussion and analysis:

1. Industry Structure and Developments

Slothful business due to immense competition among the I. T Managementconsultancy services and “Moviegear” Equipment Rental business sector forced usto keep ourselves in the back foot for considerably long span during the year. It is thesnapping factor responsible for our declined business growth and development. However theCompany continued with its I. T Management consultancy services and “Moviegear”Equipment Rental business during the year.

2. Industry Outlook:

The Company is an information technology services consulting andbusiness solutions related Company. The Company provides end-to-end technology andtechnology related telecommunication related communication systems satellite andsatellite related software and software related computer hardware and hardware relatedE- commerce and E-commerce related services etc.

3. Opportunities and Threats:

The Company recognizes the need to accelerate ability to connect moredeeply with our customers to enable true transformation. Increasing IT usage and adoptionwithin the country is enhancing competitiveness of the Indian economy and the usercommunity. Indian businesses that are using Information Technology as an enabler arebecoming increasingly competitive in the global arena.

The demand environment will continue to remain buoyant in the comingfiscals due to increased IT Consultancy spend by organizations as well as greateracceptance of the global delivery model. Due to immense competition the company is facingthreat to its existing line of businesses.

4. Segment-wise performance:

During the year the your Company operated in only one segment viz. I.T Management Consultancy. Hence Segment-wise Revenue Results and Capital Employed asrequired u/s 133 of the Companies Act 2013 and under Schedule IV of the SEBI (ListingObligations and Disclosures Requirements) Regulations 2015 for the year ended 31stMarch 2020 is not applicable to your Company.

5. Research and Development:

Our Research and Development (R & D) focus is to drive innovationin all areas of our business resulting in improvements in product quality cost savingshigher efficiencies. We have integrated our R&D practices to operate in cope with allour businesses and various product categories. We leverage R & D activities to keepwell informed of changing consumer preferences. This includes consumer studies to gaugefeedback on new products modifying products to suit consumer tastes and adding featuresand variants to existing products to provide alternative solutions to our consumers.

6. Risks Management and compliance:

Your Company has an elaborate risk management procedure which isentirely based on different parameters related to business operations. Some of the risksrelated to competitive intensity and cost volatility. Major risks identified by the AuditCommittee are systematically addressed. These are discussed with both Board and AuditCommittee. These are routinely tested and certified by Internal Auditors/StatutoryAuditors and cover all offices divisions and key areas of business. Significant auditobservations and follow up actions thereon are reported to the Audit Committee. The AuditCommittee reviews adequacy and effectiveness of the Company's internal control environmentand monitors the implementation of audit recommendations including those relating tostrengthening of the Company's risk management policies and systems.

7. Internal financial control system and their adequacy:

Your Company has proper and adequate system of internal financialcontrols to provide reasonable assurance with regard to recording and providing reliablefinancial and operational information complying with applicable statutes safeguardingassets from unauthorised use executing transactions with proper authorisation andensuring compliance of corporate policies. The internal financial control is supplementedby an extensive programme of external audits and periodic review by the management.

The system is designed to adequately ensure that financial and otherrecords are reliable for presenting financial information and other data and maintainingaccountability of assets.

8. Human Resource:

Your Company regularly organizes in-house training programmes foremployees to improve operational efficiency. Company's strategy is to recruit qualifiedand talented employees.

Cautionary Statement:

Statement in this Management Discussion and Analysis deals withCompany's objectives projections estimates expectations and predictions. Theexpectations of the management are regarded as forward looking statements with meaning ofapplicable securities laws and regulations. These 'forward looking statements' areinherently subject to risks and uncertainties beyond the control of the Company or itsmanagement. Many factors could cause the actual results performance and achievements ofthe Company to be materially different from any future results performances orachievement that may be expressed or implied by such forward looking statements. S KumarsOnline Limited shall not be liable for any loss which may arise as a result of any actiontaken on the basis of the information contained herein nor would be under any obligationto update the forward looking statements to reflect developments of events ofcircumstances hereafter.

Annual Return

As required under Section 134(3)(a) of the Act the Annual Return forthe year 2019-20 is put up on the Company's website and can be accessedathttp://www.skumarsonline.com/Extract of Annual Return MGT-9 SKOL 2019-2020.pdf.

Number of Board Meetings

Five meetings of the board were held during the year. For details ofthe meetings of the board please refer to the corporate governance report which formspart of this report.

Board Independence:

Based on the confirmation / disclosures received from the Directors andon evaluation of the relationships disclosed the following Non-executive Directors areIndependent in terms of SEBI (LODR) Regulations 2015 and Section 149(6) of the CompaniesAct 2013:

1) Mr. Ramesh Gangwal

2) Mr. Rudra Narain Jha

The Company has received a declaration from the Independent Director(s)that they meet the criteria of independence as provided in Section 149(6) of the CompaniesAct 2013 and Regulation 16(b) of the SEBI (LODR) Regulations 2015 are annexed inAnnexure I which forms part of this report.

Director's Responsibility Statement:

Pursuant to Section 134(5) read with Section134(3)(c) of the CompaniesAct 2013 in best of their knowledge and belief the Board of Directors confirm that:

a. In preparation of the annual accounts the applicable accountingstandards had been followed along with the proper explanation relating to materialdepartures;

b. TheDirectors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as totrue and fair view of the affairs of the company at the end of the financial year and ofthe 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;

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; and

f. The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Auditors and Auditors Report:

Pursuant to the provisions of Section 139 of the Act and the rulesframed thereunder the Auditors M/s. SKHD & Associates Chartered Accountants (FirmReg. No. - 105929W) who were appointed as statutory auditors of the Company at18thAnnualGeneral Meeting (AGM) of the Company for a period of 5 years at a remuneration (includingterm of payment) to be fixed by Board of Directors of the Company plus service tax andsuch other tax(es) as may be applicable &reimbursement of all out-of-pocket expensesin connection with the audit of the accounts of the Company. The Company has receivedconfirmation from M/s. SKHD & Associates Chartered Accountants that they are notdisqualified from continuing as Auditors of the Company.

No Fraud has been reported by Auditors under section 143(12) of theCompanies Act 2013 for the Financial Year 201920.

Explanation on qualifications in Standalone and Consolidated Auditors'Report

Company has continued with its IT management consultancy businessduring the period under review. However the management is constantly trying to introducenew e-Commerce business model. Management is confident that in near future Company willbe in revival mode and thereby going concern will not be affected.

As far as another qualification given by Auditors for not carrying outActuarial valuation as per the recommendations of Ind AS 19 issued by ICAI and insteadprovided for Gratuity on accrual basis as per Management Estimates. This amount ofshortfall in such provision is currently unascertainable since the Actuarial Valuation wasnot carried out. However the management is of the opinion that the provision created inthe books is sufficient considering the number of employees.

Secretarial Auditors' Report

During the period under review the Company has complied with theprovisions of the Act Rules Regulations Secretarial Standards etc. issued by theregulatory bodies except specifically highlighted by the Secretarial Auditor. TheSecretarial Audit Report is annexed as Annexure II with this Report.

Explanation on qualifications in Secretarial Auditors' Report

Remarks/qualifications highlighted by the Secretarial Auditor areself-explanatory.

Internal Audit

Due financial crunches and size of the Company the Company has notappointed internal auditor for the financial year 2019-20.

Policy/details on directors' appointment and remuneration andother details

The Company's policy on directors' appointment and remuneration andother matters provided in Section 178(3) of the Act has been disclosed in the corporategovernance report which forms part of the directors' report.

Particulars of Contracts or arrangements with related parties

Your Company has not entered into any contracts or arrangements ofmaterial nature with related parties i.e. Directors or their relatives which may conflictwith the interest of the Company at large during F.Y 2019-20. The details of the relatedparty transactions if any are disclosed in the financial section of this Annual Reportand in prescribed form AOC-2 which is annexed as Annexure III with this Report.

Particulars of loans guarantees or investments under section 186:

Your Company has not given any loans guarantee or made any investmentsin contravention of section 186 of the Companies Act 2013 during F.Y. 2019-20. Theparticulars of loans guarantees and investments if any are disclosed in the financialsection of this Annual Report.

Conservation of energy technology absorption and Foreign ExchangeEarning & Outgo:

A. Conservation of Energy:

During the year under review the Company has not spent any amount onconservation of energy. Hence the Company has nothing to report as per the requirements ofSection 134 (3) (m) of the Companies Act 2013 read with the Companies (Accounts) Rule2014.

B. Technology Absorption:

During the year under review the Company has not absorbed anytechnology and hence the Company has nothing to report as per the requirements of Section134 (3) (m) of the Companies Act 2013 read with the Companies (Accounts) Rule 2014.

C. Foreign Exchange Earning & Outgo:

Earning : NIL
Outgo : NIL

The Company is taking all possible and reasonable efforts to haveexport earnings.

Annual Evaluation of Board's and Committee's Performance:

The board of directors has carried out an annual evaluation of its ownperformance Board committees and individual directors pursuant to the provisions of theAct and the corporate governance requirements as prescribed by SEBI under SEBI (LODR)Regulations 2015.

The performance of the Board was evaluated by the Board after seekinginputs from all the directors on the basis of the criteria such as the Board compositionand structure effectiveness of board processes information and functioning etc. Theperformance of the committees was evaluated by the board after seeking inputs from thecommittee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The Board and/or the Nomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

In a separate meeting of independent Directors performance ofnon-independent directors performance of the board as a whole and of the Chairman wasevaluated taking into account the views of executive and non-executive directors. Thesame was discussed in the board meeting that followed the meeting of the independentDirectors at which the performance of the Board its committees and individual directorswas also discussed.

Composition of Committees and other related details:

The Composition of various committees and other related details aredisclosed in Corporate Governance Report forming part of this Annual Report.

Vigil Mechanism

The company has a policy on vigil mechanism and the same has been kepton the website of the company.

Corporate Social Responsibility (CSR)

The provisions relating to Corporate Social Responsibly are notapplicable to the Company.

Significant and Material Orders

There are no significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture. However pursuant to non-payment of annual listing fees the securities of theCompany have been suspended for trading in BSE Ltd.

Particulars of Employees:

The information required under Section 197 of the Act read with rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended from time to time are given below:

1) The ratio of the remuneration of each director to the medianremuneration of the employees of the Company

for the financial year:

Name of the Directors with Category Ratio to median remuneration
Mr. Ramesh Gangwal - Non-Executive Independent Chairman -
Mr. Rudra Narain Jha - Non-Executive Independent Director -
Mr. Omprakash P. Pacheria (Whole Time Director)Executive Non-Independent Director Not Ascertainable
Dr. Sadhana Sachin Deshmukh- Non-Executive Non-Independent Director -

2) The percentage increase in remuneration of each director chieffinancial officer in the financial year:

Name of the Directors CFO and CS % increase in remuneration in the financial year
Mr. Ramesh Gangwal Non-Executive Independent Chairman -
Mr. Rudra Narain Jha Non-Executive Independent Director -
Mr. Omprakash P Pacheria (Whole Time Director) Executive Non-Independent Director -
Dr. Sadhana S. Deshmukh Non-Executive Non-Independent Director -
Mr. Samir S. Patil Chief Financial Officer (resigned w.e.f. 25.07.2019) -

3) The percentage increase in the median remuneration of employees inthe financial year: Nil

4) The number of permanent employees on the rolls of Company at31.03.2020: 1 (One)

5) Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration:

NOT APPLICABLE

6) Affirmation that the remuneration is as per the remuneration policyof the Company:

Your Company affirms that the remuneration is as per the remunerationpolicy of the Company.

7) There is no employee drawing remuneration covered under section197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.

Subsidiaries:

During the year under review 'e-Assurance Services (India) Ltd' is theonly subsidiary of the Company. The said subsidiary is material in nature non-listedsubsidiary company as defined under the Company's Policy for determining MaterialSubsidiaries. Pursuant to Section 129 of the Companies Act 2013 the Company is requiredto attach to its Annual Report the Directors' Report and financial statements as well asthe Company's interest in the Subsidiary Company. Accordingly all the above detailspertaining to e-Assurance Services (India) Limited have been annexed and form part of thisAnnual Report.

Pursuant to provisions of Section 129(3) of the Act a statementcontaining salient features of the financial statements of the Company's subsidiaries inForm aOC-1 is attached to the financial statements of the Company.

Pursuant to Regulation 24A of SEBI (LODR) Regulations 2015 Materialunlisted subsidiary i.e. e--Assurance Services (India) Ltd has undertaken secretarialaudit and shall annex with its annual report.

Sexual Harassment of Women at Workplace (Prevention. Prohibition andRedressal) Act 2013

Your Company is committed to providing work environment that ensuresevery employee is treated with dignity and respect and afforded equitable treatment. TheCompany is also committed to creating a healthy working environment that enables employeesto work without fear of prejudice gender bias and sexual harassment. During the financialyear 201920 there were no cases reported under Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.

Corporate Governance:

The Company has taken appropriate steps and measures to comply with allthe applicable provisions of Corporate Governance requirement of SEBI (LODR) Regulations2015. A separate report on Corporate Governance along with a certificate of PracticingCompany Secretary is annexed with this Annual Report. A certificate from the Whole TimeDirector of the Company confirming internal controls and checks pertaining to financialstatements for the year ended March 312020 was placed before the Board of Directors andthe Board has noted the same. A list of the committees and other related information isdetailed in the enclosed Corporate Governance Report.

Further there is no revision in financial statements or board reportu/s 131 of the Companies Act 2013 made by the company.

Acknowledgements:

The Directors thank the Company's customers franchisees contractorsvendors bankers Government & other authorities and the shareholders for theirsupport to the Company. The Directors also sincerely acknowledge the contribution made byall the employees for their services to the company.

For and on behalf of the Board of Directors of S KUMARS ONLINE LIMITED
Sd/- Sd/-
O. P. Pacheria R. N. Jha
Place : Mumbai Whole Time Director Director
Date : 28th August. 2020 (DIN: 00105278) (DIN: 00033291)

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