Your Directors are pleased to present the 26th Annual Report on the Businessand Operations of the Company along with the Audited Annual Financial Statements for theFinancial Year ended on 31st March 2021.
1. FINANCIAL RESULT
The financial performance of the Company for the Financial Year ended on 31stMarch 2021 and for the previous Financial Year ended on 31st March 2020 isgiven below:
| || ||(Rs. in Lakhs) |
|Particulars ||2020-21 ||2019-20 |
|Revenue from Operations ||344.39 ||693.54 |
|Other Income ||0.17 ||8.17 |
|Total Revenue ||344.56 ||701.71 |
|Total Expenses ||313.32 ||662.41 |
|Profit/Loss Before Exceptional and Extra Ordinary Items and Tax ||31.23 ||39.30 |
|Exceptional Items ||0.00 ||0.00 |
|Profit/Loss before Extra-Ordinary Items and Tax/ Profit/Loss Before Tax ||31.23 ||39.30 |
|Extraordinary Items ||0.00 ||0.00 |
|Profit/Loss after Extra-Ordinary Items and Tax/ Profit/Loss Before Tax ||31.23 ||39.30 |
|Tax Expense: Current Tax ||6.21 ||6.21 |
|Deferred Tax ||0.00 ||0.00 |
|T otal T ax expense ||6.21 ||6.21 |
|Profit/Loss for the Period ||25.02 ||33.09 |
Total revenue for Financial Years 2020-21 is Rs. 344.56Lakhs compared to the totalrevenue of Rs.701.71Lakhs of Previous Year 2019-20. The profitbefore tax for the FinancialYear 2020- 21of Rs. 31.23Lakhs as compared to profitbefore tax of Rs. 39.30Lakhs ofPrevious Year 2019- 20.Net Profitafter Tax for the Financial Year 2020-21is Rs. 25.02Lakhsas against Net Profitafter tax of Rs. 33.09Lakhs of Previous Year 2019-20.
3. CHANGE IN NATURE OF BUSINESS IF ANY
There is no change in nature of Business during the year under review.
4. ANNUAL RETURN
The extract of the Annual Return pursuant to the provisions of Section 92 of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 in Form No. MGT - 9 isuploaded on the website of the Company.
5. BOARD MEETINGS AND ATTENDANCE
The Directors of the Company met at regular intervals at least once in a quarter withthe gap between two meetings not exceeding 120 days to take a view of the Company'spolicies and strategies apart from the Board Matters.
During the year under the review the Board of Directors met 7(Seven) times i.e. 30thJune 2020 21st August 2020 22nd August 2020 14thOctober 2020 10th November 2020 5th December 2020 and13thFebruary 2021.
6. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) and Section 134(5) of theCompanies Act 2013 to the best of their knowledge and beliefthe Board of Directorshereby submit that:
a. In the preparation of the Annual Financial Statements for the year ended on 31stMarch2021the applicable accounting standards have been followed and there are no materialdeparture from the same
b. 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 financial year and of theprofit of the Company for the Financial Year ended on 31st March 2021
c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities
d. The Directors had prepared the Annual Accounts on a going concern basis
e. The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and
f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
7. COMMENT ON AUDITORS' REPORT
There were no qualifications reservations adverse remarks or disclaimer made by theAuditors in their report on the financial statement of the Company for the Financial Yearended on 31stMarch 2021. Maintenance of cost records as specified underCompanies Act 2013 is not applicable to the Company.
8. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
The details of loans investment guarantees and securities covered under theprovisions of Section 186 of the Companies Act 2013 are provided in the financialstatement.
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All transactions to be entered by the Company with related parties will be in theordinary course of business and on an arm's length basis. However the Company has notentered into any related party transaction asprovided in Section 188 of the CompaniesAct 2013 with the related party. Hence Disclosure as requiredunder Section 188 of theCompanies Act 2013 is not applicable to the Company.
10. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has its Internal Financial Control systems commensurate with operations ofthe Company. The management regularly monitors the safeguarding of its assets preventionand detection of frauds and errors and the accuracy and completeness of the accountingrecords including timely preparation of reliable financial information.
The Head of Internal Audit together with External Audit consults and reviews theeffectiveness and efficiency of these systems and procedures to ensure that all assets areprotected against loss and that the financial and operational information is accurate andcomplete in all respects.
11. RESERVES ANDSURPLUS
|Sr.No. ||Particulars ||(Rs. in Lakhs) |
|1. ||Balance at the beginning of the year ||305.41 |
|2. ||Current Year's Profit/Loss ||25.02 |
|3. ||Utilized for Issue of Bonus Shares ||-306.01 |
| ||Total ||24.42 |
The Company has not proposed any dividend for the year ended on 31st March2021. However the Board has proposed a final dividend of Rs.0.05/- per equity share offace value of Rs. 10/- each for the financial year ended on 31st March 2020.
13. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIALSTATEMENTS RELATES AND THE DATE OF THE REPORT
There are no material changes and commitments affecting the financial position of theCompany which hasoccurred in the Financial Year 2020-21.
14. TRANSFER TO THE INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to Section 124 of the Companies Act 2013 the amount of dividend remainingunpaidorunclaimed for a period of seven years shall be transferred to the InvestorEducation and Protection Fund ("IEPF"). During the year under review there wasno unpaid or unclaimed dividend in the "Unpaid Dividend Account" lying for aperiod of seven years from the date of transfer of such unpaid dividend to the saidaccount. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund.
15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of conservation of energy technology absorption etc. as required to begiven under Section 134(3)(m) of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 is not given as the Company has not taken any major step to conserve theenergy etc. Further there was no foreign exchange earnings and outgo during the FinancialYear 2020-21 (Previous Year - Nil).
16. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF THE RISK MANAGEMENT POLICYOF THE COMPANY
The Company has in place a mechanism to identify assess monitor and mitigate variousrisks towards the key business objectives of the Company. Major risks identified by thebusiness and functions are systematically addressed through mitigating actions on acontinuing basis.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Directors and Key Managerial Personnel of the Company are summarized below:
|Sr.No. ||Name ||Designation ||DIN/PAN |
|1. ||Mr. Samirbhai Shah ||Managing Director ||00787630 |
|2. ||Mr. Saumil Shah ||Chief Financial Officer ||AYSPS8103J |
|3. ||Mr. Saumil Shah ||Director ||01601299 |
|4. ||Ms. PrasannaPandya ||Independent Director ||07025733 |
|5. ||Ms. Yesha Shah1 ||Independent Director ||08802522 |
|6. ||Mr. Dhairyakumar Thakkar1 ||Independent Director ||08803649 |
|7. ||Mr. Moulin Shah2 ||Director ||08948652 |
|8. ||Ms. Gitika Mishra6 ||Company Secretary ||BFIPM7168F |
|9. ||Ms. Parul Shah3 ||Director ||03344585 |
|10. ||Mr. Ashokkumar Shah3 ||Independent Director ||03387128 |
|11. ||Mr. Chintan Bhatt4 ||Company Secretary ||CLUPB3999Q |
|12. ||Ms. Hirvita Soni5 ||Company Secretary ||CKTPS2188E |
A. During the Financial Year:
Ms. Yesha Shah and Mr. DhairyakumarThakkar were appointed as IndependentDirectors of the Company w.e.f. 22nd
Mr. Moulin Shah has been appointed as an Additional Director of the Companyw.e.f. 22nd
Ms. Parul Shah and Mr. Ashokkumar Shah have resigned from the post of Directorand Independent Director of the Company w.e.f. 22nd
Mr. Chintan Bhatt has resigned from the post of Company Secretary of theCompany w.e.f. 6th
Ms. HirvitaSoni has been appointed as Company Secretary of the Company w.e.f.22nd
B. After the Closure of the Financial Year:
Ms. HirvitaSonihas resigned from the post of Company Secretary of the Companyw.e.f. 4th
Ms. Gitika Mishra has been appointed as Company Secretary of the Company w.e.f.12th
Apart from the above changes there were no other changes in the composition of theBoard of Directors of the Company during the Financial Year 2020-21 and till the date ofBoard's Report.
As per Companies Act 2013 the Independent Directors are not liable to retire byrotation.
18. DECLARATION BY INDEPENDENT DIRECTORS
Ms.Yesha Shah Ms. PrasannaPandyaand Mr. DhairyakumarThakkar Independent Directors ofthe Company have confirmed to the Board that they meet the criteria of Independence asspecified under Section 149 (6) of the Companies Act 2013 and they qualify to beIndependent Director. Theyhave also confirmed that they meet the requirements ofIndependent Director as mentioned under Regulation 16 (1) (b) of SEBI (Listing Obligationand Disclosure Requirements) Regulations 2015. The confirmation was noted by the Board.
19. CORPORATE GOVERNANCE
Since the Paid up Capital of Company is less than Rs. 10 Crores and Turnover is lessthan Rs. 25 Crores therefore by virtue of Regulation 15 of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the compliance with the corporate governanceprovisions as specified in regulations 17 to 27 and clauses (b) to (i) of sub-regulation(2) of regulation 46 and para C D and E of Schedule V are not applicable to the Company.Hence Corporate Governance does not form part of this Board's Report.
20. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has noSubsidiaries/Joint Venture/Associate Company.
As per Section 73 of the Companies Act 2013 the Company has neither accepted norrenewed any deposits during the Financial Year. Hence the Company has not defaulted inrepayment of deposits or payment of interest during the Financial Year.
22. FORMAL ANNUAL EVALUATION PROCESS BY BOARD
Pursuant to the provisions of the Companies Act 2013 and Rules made thereunder theBoard has carried the evaluation of its own performance performance of IndividualDirectors Board Committees including the Chairman of the Board on the basis ofattendance contribution towards development of the Business and various other criteria asrecommended by the Nomination and Remuneration Committee of the Company. The evaluation ofthe working of the Board its committees experience and expertise performance ofspecific duties and obligations etc. were carried out. The Directors expressed theirsatisfaction with the evaluation process and outcome.
In a separate meeting of Independent Directors the performances of Executive andNon-Executive Directors were evaluated in terms of their contribution towards the growthand development of the Company. The achievements of the targeted goals and theachievements of the Expansion plans were too observed and evaluated the outcome of whichwas satisfactory for all the Directors of the Company.
23. STATUTORY AUDITOR
M/s. S. D. Mehta & Co Chartered Accountants Ahmedabad (FRN: 137193W) wereappointed as the Statutory Auditors of the Company. The Auditor's report for the FinancialYear ended 31stMarch 2021has been issued with an unmodified opinion by theStatutory Auditors.
24. SECRETARIAL AUDITOR
The Board has appointed Mr. JitendraParmar Practicing Company Secretary Ahmedabad toconduct Secretarial Audit for the Financial Year 2020-21. The Secretarial Audit Report forthe Financial Year ended 31stMarch 2021isannexedherewithmarked as Annexure-1tothis Report. Remarks and Qualification marks in the Secretarial Audit report isself-explanatory.
A. Composition of Audit Committee:
The members of the Committee are as follows:
|Name ||Status |
|1. Ms. Yesha Shah ||Chairman |
|2.Mr. DhairyakumarThakkar ||Member |
|3. Mr. Saumil Shah ||Member |
During the year all the recommendations made by the Audit Committee were accepted bythe Board.
B. Composition of Nomination and Remuneration Committee:
The members of the Committee are as follows:
|Name ||Status |
|1. Mr. DhairyakumarThakkar ||Chairman |
|2. Mr. Saumil Shah ||Member |
|3. Ms. PrasannaPandya ||Member |
C. Composition of Stakeholder Relation Committee: The members of the Committeeare as follows:
|Name ||Status |
|1. Mr. Samirbhai Shah1 ||Chairman |
|2. Mr. SaumilShah ||Member |
|3. Ms. PrasannaPandya ||Member |
26. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company has always been committed to provide a safe and conducive work environmentto its employees. Your Directors further state that during the year under review therewere no cases filed pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition andRedressal) Act 2013 as confirmed by the Internal Complaints Committee asconstituted by the Company.
27. MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report as required under Regulation 34 and ScheduleV of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report and provides the Company's current working and futureoutlook as perAnnexure -2.
28. VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy since March 2015 in compliance withListing Regulations and Companies Act 2013. The Policy empowers all the Stakeholders toraise concerns by making Protected Disclosures as defined in the Policy. The Policy alsoprovides for adequate safeguards against victimization of Whistle Blower who avail of suchmechanism and also provides for direct access to the Chairman of the Audit Committee inexceptional cases. The functioning of the Whistle Blower mechanism is reviewed by theAudit Committee on a quarterly basis. As on date none of the stakeholders have raised anyWhistle Blower concern.
29. REPORT OF COST AUDITOR
Provisions of Section 148 of Companies Act 2013 are not applicable to the Company andhence no disclosures are required in that regard.
Your Directors would like to express their sincere appreciation for the co-operationand assistance received from the Bankers Regulatory Bodies Stakeholders includingFinancial Institutions Suppliers Customers and other business associates who haveextended their valuable sustained support and encouragement during the year under review.
Your Directors take this opportunity to recognize and place on record their gratitudeand appreciation for the commitment displayed by all executives officers and staff at alllevels of the Company. We look forward for the continued support of every stakeholder inthe future.
|Registered Office: || ||By the Order of the Board |
|44 Sharad Flats Opp. Dharnidhar Temple || ||Shangar Decor Limited |
|Paldi Ahmedabad -380007 || || |
| ||Sd/- ||Sd/- |
| ||Samirbhai Shah ||Saumil Shah |
|Date: 7th September 2021 ||Managing Director ||Director |
|Place: Ahmedabad ||DIN: 00787630 ||DIN: 01601299 |