The Board of Directors hereby submits the Report of the Business and Operations of yourCompany along with the Audited Financial Statements for the year ended 31stMarch 2021.
1. FINANCIAL PERFORMANCE
The Summary of Financial Results of the Company for the year ended 31st March 2021 isas under:
Amount in Rupees
|Particulars ||For the year ended March 2021 ||For the year ended March 2020 |
|Total Income ||NIL ||NIL |
|Total Expenditure ||773886 ||1177829 |
|Profit/Loss Before Tax ||(773886) ||(1177829) |
|Less: Provision of Taxation Including Deferred Tax ||- ||- |
|Profit/Loss After Tax (PAT) ||(773886) ||(1177829) |
|Add: balance brought forward from previous year ||(44104421) ||(42921426) |
|Add: Prior Period Expenses/Deferred Tax Liabilities ||35 ||5167 |
|Balance Carried to Balance Sheet ||(44878342) ||(44104421) |
2. COMPANY'S PERFORMANCE
During the year under report the company marked "NIL" income from operationas against of Rs. NIL in previous year. The loss decreased to Rs. (773886) Lacs in2020-2021 from Rs. (1177829) Lacs in 2019-20.
3. AMOUNT TRANSFERRED TO RESERVE
In view of the losses occurred during the year the Company has not transferred anyamount to reserves.
Due to accumulated losses of the Company your Directors do not recommend any dividendfor the year under review.
5. MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
Management Discussions and Analysis Report forming part of the Director's Report forthe year under review as stipulated under Regulation 34(3) read with Schedule V of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in aseparate section forming part of the Annual Report.
6. CHANGE IN THE NATURE OF THE BUSINESS
During the year there is no change in the nature of the business of the Company.
7. RELATED PARTY TRANSACTIONS
There were no materially significant related party transactions entered by the Companywith Promoters Directors Key Managerial Personnel or other persons which may have apotential conflict with the interest of the Company.
Since there were no related party transaction during the year under review except inthe ordinary course of business form AOC-2 as prescribed under section 134(3)(h) of theCompanies Act 2013 is not applicable to the Company.
8. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
Pursuant to the provisions of Section 177(9) of the Companies Act 2013 and Regulation22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Boardof Directors of the Company has established "Vigil Mechanism Policy" forDirectors and employees of the Company to report genuine concerns. The said mechanism alsoprovides for direct access to the Chairperson of the Audit Committee in appropriate orexceptional cases.
The said policy is available on the website of the Company atwww.servotechengineering.in
9. RISK MANAGEMENT
The Company has devised and implemented a mechanism for risk management which aims atenhancing Shareholder's values and providing an optimum risk - reward trade - off.
10. PARTICULARS OF LOAN GUARANTEE AND INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013
The company has not provided any loan guarantee and made investments under Section 186of the Companies Act 2013.
11. DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES
The Company has no Subsidiary Joint Venture or Associate companies during the yearunder review.
The Board of Directors (the Board) of Servoteach Industries Limited comprises oneExecutive Director and a balanced combination of Independent and Non-Executive Directors.
During the year one meeting of Independent Directors was convened on 30thJune 2021. All Independent Directors have given a declaration that they meet the criteriaof Independence as laid down under Section 149(6) of the Act.
Mr. Radheshyam Lahoti (DIN:00755363) Managing Director retires by rotation at this AGMand being eligible offers himself for re-appointment Brief profile of Mr. RadheshyamLahoti form part of the Notice convening AGM.
13. BOARD OF DIRECTOR'S MEETINGS CONDUCTED DURING THE YEAR
During the Year 2020-21 The Board of Directors met 4 times in accordance with theprovisions of the Companies Act 2013 and rules made there under. The dates on which theseBoard Meetings were held are 30/06/2020 07/09/2020 09/11/2020 and 12/02/2021respectively. Additionally during the financial year ended 31st March 2021the Independent Directors held a separate meeting pursuant to the requirement of ScheduleIV of the Companies Act 2013 and Regulation 25(3) of SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015.
Auditors of the Company to hold the office for a term of 5 (five) years from theconclusion of 22nd (twenty Second) Annual General Meeting till the conclusionof the 27th (Twenty Seventh) Annual General Meeting.
There has been no qualification reservation adverse remark or disclaimer given by theStatutory Auditors in their Report for the year under review. The Notes to the financialstatements referred to in the Auditor's Report for FY 2019-2020 of A.V.Mody & CoLLP (erstwhile known as M/s Amit & Disha Associates) are self-explanatoryand do not call for any further comments.
15. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has Internal Control Systems Commensurate with the size scale andcomplexity of its operations. The Internal Auditor monitors and evaluates the efficacy andadequacy of internal control systems in the Company accounting procedures and policieswithin the Company. Continuous efforts are being made to enhance the controlling system'sresponse to unauthorized use or losses. The audit committee supervises all aspects ofinternal functioning and advises corrective action as and when required.
16. SECRETARIAL AUDIT REPORT FOR THE PERIOD ENDED 31st MARCH 2021
Secretarial Audit for the Financial Year 2020-21 was conducted by M/s Jaisal Mohatta& Associates Company Secretaries in Practice in accordance with the provisions ofSection 204 of the Act. The Secretarial Audit Report is attached to this Report as Annexure-A.
17. OBSERVATION OF STATUTORY AUDITOR AND SECRETARIAL AUDITOR IN RESPECT OF THEIR AUDITREPORTS
The Statutory Audit report and Secretarial Audit report does not contain anyqualification reservation or adverse remark requiring explanation or comments from theBoard under Section 134 (3) (f) of the Companies Act 2013.
18. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Provisions of Section 134 (3) (m) of the Companies Act 2013 read with the Rule 8 ofthe Companies(Accounts) Rules 2014 on conservation of energy and technology absorptionare not applicable. Hence no disclosure is being made in this regard. During the yearthe Company has neither earned nor used any Foreign Exchange
19. CORPORATE GOVERNANCE
As per Regulation 15(2)(a) of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 the compliance with the corporate governance provisions as specified inregulations 17 18 19 20 2122 23 24 25 26 27 and clauses (b) to (i) ofsub-regulation (2) of regulation 46 and para C D and E of Schedule V shall not apply inrespect of -15(2)(a) the listed entity having paid up equity share capital not exceedingrupees ten crore and net worth not exceeding rupees twenty five crore as on the last dayof the previous financial year.
As our company does not have the paid up share capital exceeding Rs 10 Crores and Networth exceeding Rs. 25 Crores the Corporate Governance Report is not applicable.
20. DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS
[A] Audit Committee:
Pursuant to the provisions of section 177(8) of the Companies Act 2013 the Boardhereby discloses the composition of the Audit Committee as under:
|Name of Director ||Category of Directorship ||Designation ||Number of meeting held ||Number of meeting attended |
|Narendra Gupta ||Independent Non - Executive ||Member ||4 ||4 |
|Radheyshyam Lahoti ||Executive Director ||Member ||4 ||4 |
During the year four meetings of Audit Committee were held i.e. on 30/06/202007/09/2020 09/11/2020 and 12/02/2021.
[B] Nomination and Remuneration Committee:
The Board has in accordance with the provisions of sub-section (3) of section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.
The said policy is available on company's website at www.servotechengineering.in
|Name of Director ||Category of Directorship ||Designation ||Number of meeting held ||Number of meeting attended |
|Narendra Gupta ||Independent Non - Executive ||Member ||1 ||1 |
|Radheyshyam Lahoti ||Executive Director ||Member ||1 ||1 |
During the Financial Year ended on 31st March 2021 the Nomination and RemunerationCommittee met on 11/02/2021.
[C] Stakeholders Relationship Committee
Pursuant to the provisions of section 178(5) of the Companies Act 2013 Companies whichconsist of more than one thousand shareholders debenture- holders deposit - holders andany other security holders at any time during year shall constitute a StakeholdersRelationship Committee.
As there are no debenture- holders and deposit - holders with Company Company does notrequire forming Stakeholders Relationship Committee.
As mentioned in point no.20[C] above Regulation 20 of SEBI (LODR) Regulations 2015 isnot applicable to the Company and therefore is exempted from the formation of the saidCommittee.
21. DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Companies Act 2013 (the"Act") with respect to Director's Responsibility Statement your Directorsconfirmed that:
a. in the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;
b. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give true andfair view of the State of Affairs of the Company at the end of the financial year ended 31st March 2020 and of profit of the Company for that year;
c. the Directors have 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 Directors have prepared the Annual Accounts on a going concern basis.
e. Company has Proper internal financial control system and operating effectively.
f. the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
22. PARTICULARS OF EMPLOYEES
As there were no employees throughout the year under review who were in receipt ofremuneration exceeding the prescribed limit in Companies Act 2013 and its regulations andrules. Hence no statement is attached herewith as required in terms of sections 134 and197 of the Companies Act 2013.
23. ENVIRONMENT AND POLLUTION CONTROL
The term relating to compliance with all relevant statutes relating to the environmentand pollution control in the area of environment are presently not applicable.
24. EXTRACT OF ANNUAL RETURN
The detail forming part of the extract of the Annual Return in Form MGT 9 is annexedherewith as Annexure B.
25. DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to regulation 16 (b) under SEBI (Listing Obligations And DisclosureRequirements) Regulations 2015 and the provisions of sub - section (7) of Section 149 ofthe Companies Act 2013 the Company has received individual declarations from all theIndependent Directors confirming that they fulfill the criteria of independence asspecified in section 149(6) of the Companies Act 2013.
In accordance with Section 149(4) and other applicable provisions if any read withSchedule IV of the Companies Act 2013 the Company has 1 /3rd of the total Directors asan Independent Directors for a maximum period of 5 years and they are not liable toretire by rotation.
26. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of your Company and its future operations.
27. MATERIAL CHANGES AND COMMITMENTS
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report. There has beenno change in the nature of business of the Company.
28. BOARD EVALUATION
Nomination and Remuneration Committee annually evaluates the performance of individualDirectors Committees and of the Board as a whole in accordance with the formal systemadopted by it. Further the Board also regularly in their meetings held for variouspurposes evaluates the performance of all the Directors committees and the Board as awhole. The Board considers the recommendation made by Nomination and RemunerationCommittee in regard to the evaluation of board members and also tries to discharge itsduties more effectively. Each Board member's contribution their participation wasevaluated and the domain knowledge they bring. They also evaluated the manner in which theinformation flows between the Board and the Management and the manner in which the boardpapers and other documents are prepared and furnished.
29. CEO - CFO CERTIFICATION AS PER REG. 17(8) OF SEBI (LODR) REGULATIONS 2015
As mentioned in point no. 19 above Regulation 17(8) is not applicable to the Company.Hence CEO- CFO Certification is not enclosed.
Your Directors would like to express their appreciation for assistance and co-operationreceived from the Bankers Government Authorities Customers Vendors Advisors Membersand all concerned during the year under report. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by the executivesstaff of the Company.
|Place: Mumbai ||By Order of the Board || |
|Date: 12/08/2021 ||Sd/- ||Sd/- |
| ||Radheshyam Lahoti ||Jyoti Kasat |
| ||Managing Director ||Director |
| ||DIN:00755363 ||DIN:07143575 |