The Board of Directors hereby submits the report of the business and operations of theCompany and takes pleasure in presenting their 29TH ANNUAL REPORT of the Company togetherwith the Audited Financial Statements for the financial year ended on 31st March 2020.The consolidated performance of the Company and its subsidiaries has also been referred towherever required.
The financial performance of the company for the financial year ended on 31stMarch 2020 is summarized below:
| || |
|Particulars || |
Accounting Year ended on
Accounting Year Ended on
|31.03.2020 ||31.03.2019 ||31.03.2020 ||31.03.2019 |
|Sales and Other Income ||4235823.98 ||1656802.79 ||4301073.98 ||1656802.80 |
|Total Expenditure ||10575294.08 ||2407094.46 ||10624558.02 ||2474735.63 |
|Operating Profit [EBIT] ||(639470.10) ||(750291.67) ||(6323484.04) ||(817932.83) |
|Less: Provision for Taxation || || || || |
|- Income Tax - Current Year ||- ||- ||- ||- |
|- Income Tax - Previous Year ||44811 ||(189854.73) ||44811 ||(189854.73) |
|Profit After Taxes ||(6384281.10) ||(560436.94) ||(6368295.04) ||(628078.10) |
|Add: Defered Taxes ||(650348.12) ||- ||(650348.18) ||- |
|Net Profit/(Loss) ||(7034629.22) ||(560436.94) ||(7018643.22) ||(628078.10) |
(Previous year's figures have been regrouped/reclassified wherever necessary.)
Company had a gross total income was Rs. 4235823.98 comprises sale of equity sharesof Rs. 4000000 current liabilities written off Rs. 231343.98 and dividend income ofRs. 4480 while at the end of the year accumulated a net Loss of Rs. 7034629.22afterexpenditures of Rs. 10575294.08.
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
The company is engaged in the business of trading in shares. There is no change in thenature of business in the year concerned.
IMPACT OF COVID-19
During the Last Quarter of the FY 2019-20 the global economy was largely impacted bythe COVID- 19 pandemic. The viral respiratory disease which was first reported in WuhanChina in December 2019 was later declared as a pandemic by the World Health Organization(WHO). The Indian economy could not remain immune to this global pandemic and was largelyimpacted with the measures taken to contain the spread of the virus by the Central andState Governments.
For your Company the focus was ensuring the health and well-being of all employeesstaffs and workers engaged across the Offices etc. In the last week of March 2020 theCompany suspended its operations across India temporarily and moved to work fromhome' policy for all its employees and thereby reducing potential risk to them during thespread of the disease. As on the date of singing this report your Company is takingprecautions and have allowed opening up of the offices as per Govt. guidelines
The Board of Directors of your company after considering holistically the relevantcircumstances has decided that it would be prudent not to recommend any Dividend for theyear under review.
MATERIAL CHANGES AND COMMITMENTS
No such significant material changes and/or commitment have occurred between the end ofthe Financial Year 2019-2020 and the date of this report which could have affected thefinancial position of the Company.
NOTE & BRIEF DETAILS ON CONSOLIDATION OF ACCOUNTS
Pursuant to Section 129(3) of the Companies Act 2013 (the Act) read with Rule 2A(inserted by the Amendment Notification dated 16th January 2015) of the Companies(Accounts) Rules 2014 the Company is required to prepare consolidated financialstatements of the Company and of all the subsidiaries on and from the financial yearcommencing on 1st April 2015.
The Company's Board of Directors is responsible for the preparation of the consolidatedfinancial statements of the Company its subsidiaries ("the Group") in terms ofthe requirements of the Act and These consolidated financial statements have beenprepared in accordance with the Indian Accounting Standards (referred to as "IndAS") prescribed under section 133 of the Companies Act 2013 read with the Companies(Indian Accounting Standards) Rules as amended from time to time. The respective Board ofDirectors of the subsidiary companies included in the Group are responsible for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Group and for preventing and detecting frauds and otherirregularities; the selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and the design implementationand maintenance of adequate internal financial controls that were operating effectivelyfor ensuring the accuracy and completeness of the accounting records relevant to thepreparation and presentation of the financial statements that give a true and fair viewand are free from material misstatement whether due to fraud or error which have beenused for the purpose of preparation of the consolidated financial statements by theCompany as aforesaid.
The Consolidated Financial Statements of the Company and the Auditors' Report thereonare enclosed separately with and form part of this Report.
The Consolidated Financial Statements presented by the Company include the financialresults of its subsidiaries.
INTERNAL FINANCIAL CONTROLS
The company has in place adequate internal financial controls that were operatingeffectively for ensuring the accuracy and completeness of the accounting records relevantto the preparation and presentation of the financial statements that give a true and fairview and are free from material misstatement whether due to fraud or error which havebeen used for the purpose of preparation of the standalone financial statements by theCompany.
During the year under review such controls were tested and no reportable materialweakness in the design or operation was observed.
DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES Subsidiary:
The Company is having a Subsidiary Company named (M/s. Siddha Midcity Private Limited)in which the company is holding 98.00 % of Shares.
During the year the Board of Directors (the Board') reviewed the affairs of thesubsidiaries. In accordance with Section 129(3) of the Companies Act 2013 we haveprepared consolidated financial statements of the Company which forms part of this AnnualReport.
Further a statement containing the salient features of the financial Statement of oursubsidiaries in the prescribed format AOC-1 is appended as Annexure 1 to the Board'sreport. The statement also provides the details of performance and financial positions ofeach of the subsidiaries.
CAPITAL STRUCTURE OF THE COMPANY.
The capital structure of the company as on 31st March 2020:
|SHARE CAPITAL ||AMOUNT (Rs.) |
|AUTHORIZED SHARE CAPITAL : || |
|i) Equity Shares 11000000 of Rs. 10/- each ||110000000 |
|ISSUED/SUBSCRIBED AND PAID UP SHARE CAPITAL || |
|i) Equity Shares 9998000 of Rs. 10/- each ||99980000 |
The Company has not issued any shares with differential rights and hence no informationas per provisions of Section 43 (a) (ii) of the Act read with rule 4(4) of the Companies(Share Capital and Debenture) Rules 2014 is furnished.
The Share Capital of the Company remains unchanged during the year ended on 31stMarch 2020.
The Company recognizes merit and continuously seeks to enhance the effectiveness of itsBoard. The Company believes that for effective corporate governance it is important thatthe Board has the appropriate balance of skills expertise and diversity of perspectivesBoard appointments will be made on merit basis and candidates will be considered againstobjective criteria with due regards for the benefits of diversity on the Board. The Boardbelieves that such merit based appointments will best
enable the Company to serve its Stakeholders. The Board will review this policy onregular basis to ensure its effectiveness.
Retirement by rotation:
As per provisions of Section 152 of the Companies Act 2013 Mr. Siddharth Sethia (DIN:00038970) retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for reappointment.
KEY MANEGERIAL PERSONNEL
Your Company has the following members as part of their key management team: Mr.Laxmipat Sethia as Managing Director Mr. Siddharth Sethia as Director Mr. Sandip Sharmaas Independent Director Mr. Jai Prakash Singh as Independent Director Mrs. Sushma Sarafas Independent Woman Director Ms. Nikita Gupta as Company Secretary & ComplianceOfficer and Mr. Sumon Paul as Chief Financial Officer.
During the year Mr. Sumon Paul was appointed as the Chief Financial Officer of thecompany w.e.f 08.01.2020 in place of Ms. Varsha Banthia who resigned w.e.f 31.12.2019 dulyaccepted by the Board.
Ms. Nikita Gupta was appointed as the Company Secretary & Compliance Officer on03.02.2020 in place of Ms. Sanjana Khemka the Compliance Officer who resigned w.e.f.08.01.2020 duly accepted by the Board.
DIRECTORS' RESPONSIBILITY STATEMENT PURSUANT TO SECTION 134(5) OF THE COMPANIES ACT2013
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to
Directors' Responsibility Statement it is hereby confirmed:
a) That in the preparation of the annual accounts the applicable accounting standardsaligned with IND AS had been followed along with proper explanation relating to materialdepartures if any.
b) That the Directors had selected such accounting policies aligned as per IND AS andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the company at the end ofthe Financial Year and of the profit and loss of the company for that period;
c) That the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;
d) That the Directors had prepared the annual accounts on a going concern basis;
e) That the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and operatingeffectively;
f) That the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTOR
All the Independent Directors of your Company have made declaration to the Company thatthey have meet the criteria of independence prescribed under section 149(6) of theCompanies Act 2013 read with the schedules and Rules issued there under as well asRegulation 25 of the SEBI (LODR) Regulations 2015. Further they have complied with theCode of Independent Directors prescribed in Schedule IV to the Act. .
Audit Committee comprises of Mrs. Sushma Saraf as Chairman Mr. Mr. Jai Prakash Singhas member and Mr. Sandip Sharma as Member.
NOMINATION & REMUNERATION COMMITTEE
The provisions relating to constitution of Nomination and Remuneration Committee hasbeen duly complied with to formulate policies relating to various items as prescribedunder various sections of Section 177 of Companies Act 2013. Nomination &Remuneration Committee Comprises of Mrs. Sushma Saraf as Chairman Mr. Jai Prakash Singhas member and Mr. Sandip Sharma as Member.
STAKEHOLDERS RELATIONSHIP COMMITTEE
The provisions relating to constitution of Stakeholders Relationship Committee has beenduly complied with to formulate policies relating to various items as prescribed undervarious sections of Section 177 of Companies Act 2013. Stakeholders RelationshipCommittee Comprises of Mrs. Sushma Saraf as Chairman Mr. Jai Prakash Singh as member andMr. Sandip Sharma as Member.
As per Regulation 15 SEBI (Listing Obligation and Disclosure Requirement) Regulation2015 the paid up share capital of the company is Rs. 99980000/- divided into 9998000Shares and a net worth of Rs. 139248045.18 for the year ended 31.03.2020. As perregulation 15 of Chapter IV of SEBI (LODR) Regulations 2015 the paid up share capital ofthe company is less than Rs. 10 crores and Rs. 25 crores respectively. Thus the provisionsof Corporate Governance are not applicable to the company and a non-applicabilitycertificate is submitted to Calcutta Stock Exchange at quarterly intervals.
M/s. K K Chanani & Associates Chartered Accountants (Firm Registration No.322232E) the present statutory auditors of your Company shall hold office till theconclusion of the Annual General Meeting to be held in the year 2024 which was approved inthe AGM held on 27.09.2019
Whereas The Auditors' Report for Financial Year 2020 does not contain anyqualification reservation or adverse remark. The Auditors' Report is enclosed with thefinancial statements in this Annual Report.
Pursuant to Section 204 of the Companies Act 2013 and the rules made there under M/sDash M & Associates. Company Secretaries was appointed as the Secretarial Auditor ofthe Company. The Secretarial Audit Report for the financial year ended March 31 2020 isannexed as "Annexure
Addendum To the Annual report-" and the auditors have referred to certain routinematters in their reports and your directors has taken initiative to resolve the matterwith their consultation.
Pursuant to Section 138 of the Companies Act 2013 and the rules made there under M/SS. Mohata & Co. Chartered Accountant was appointed as the Internal Auditor of theCompany.
The Company has appointed Ms. Nikita Gupta as the Company Secretary of the company todischarge the secretarial functions of the Company w.e.f 03.02.2020 pursuant to Section203 of the Companies Act 2013.
Ms. Nikita Gupta was appointed as the Company Secretary & Compliance Officer on03.02.2020 in place of Ms. Sanjana Khemka the Compliance Officer who resigned w.e.f.08.01.2020 duly accepted by the Board.
BOARD'S COMMENT ON THE AUDITORS' REPORT
The observation of the Statutory Auditors when read together with the relevant notesto the accounts and accounting policies are self-explanatory and does not call for anyfurther comment.
During the year 8 (eight) Board Meetings were convened and held. The intervening gapbetween the meetings was within the period prescribed under the Act and SEBI (LODR)Regulations 2015. The Board of Directors duly met Eight (8) times during the financialyear from 1st April 2019 to 31st March 2020. The dates on which themeetings were held are as follows: (1) 1st April 2019 (2) 24th May2019 (3) 12th August 2019 (4) 30th August 2019 (5) 12thSeptember 2019 (6) 06th January 2020 (7) 7th February 2020 (8) 20thMarch 2020.
PARTICULARS OF EMPLOYEES
No employee draws remuneration in excess of the limits provided in the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. Rule 5(2) of the saidRules state that the Board's Report shall include a statement showing the name of everyemployee who if employed throughout the financial year was in receipt of remunerationfor that year which in aggregate was not less than Rs. 60 lakhs and if employed forpart of the financial year was in receipt of remuneration for any part of that year at arate which in the aggregate was not less than Rs. 5 lakhs per month.
The Company has not issued or provided any Stock Option Scheme to its employees duringthe year under review. Hence no information as per provisions of Section 62(1) (b) of theact read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.
DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES
In accordance with section 178 and other applicable provisions if any of theCompanies Act 2013 read with the Rules issued there under and Regulation 19 of theListing Regulations the Board of Directors have formulated the Nomination andRemuneration Policy of your Company on recommendation of Nomination and RemunerationCommittee.
The information in respect to details of remuneration paid as set out under Section197 of the Companies Act 2013 read with Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 to Directors and Key Managerial Personnel of yourCompany.
PREVENTION OF INSIDER TRADING
The Company has adopted a code of Conduct for Prevention of Insider Trading asprescribed by the SEBI (Prohibition of Insider Trading) Regulations 2015 with a view toregulate trading in securities of the Company by the Directors and designated employeesand their relatives. The code requires pre- clearance for dealing in the Company's sharesand prohibits the purchase or sale of Company's shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the trading window is closed. The Board isresponsible for implementation of the code. All the Directors and the designated employeeshave complied with the code during the year under report.
PARTICULARS OF LOANS GURANTEES OR INVESTMENT
Section 186 have been complied by the company as per the provisions laid down by theCompanies Act 2013.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual report in Form MGT-9 as requiredunder section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies (Managementand Administration) Rules 2014 is attached as Annexure- 2 to this report.
Pursuant to Section 134(3) (a) Annual Return of the Company is available in theCompany's website (weblink: http://www.siddhaventures.com/downloads/2020/RTA MGT%2092019-2020 SVL.pdf)
RELATED PARTIES TRANSACTIONS
There are no materially significant related party transactions during the year underreview made by the Company with Promoters Director's or other Designated Persons whichmay have a potential conflict with the interest of the Company at large. Thus Disclosurein Form AOC - 2 is not required. However the disclosure of transactions with relatedparty for the year as per Accounting Standard - 18 Related Party Disclosures is given inNotes to the Balance sheet if any as on 31st March 2020.
During the year the Company had not entered into any contract/arrangement/transactionwith related parties which are considered material in accordance with the policy of theCompany on materiality of related party transactions.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Since the Company's Business does not involve any manufacturing activity most of theInformation required to be provided under Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 are not applicable.
However the information as applicable is given hereunder:
A.) CONSERVATION OF ENERGY:
Information on Conservation of Energy and capital investment thereon as required to bedisclosed in terms of the aforesaid Rules are not given since the Company has not dealt in
those areas. However it has always been endeavor of the Company to reduce the wastagesdue to unnecessary consumption of energy and save them for the future consumption.
B) TECHNOLOGY ABSORPTION
Keeping in mind the nature of business carried on by the Company your Directorsbelieve that our research activities and innovations would always help us to prepare forfuture growth & opportunities and provide maximum benefits to the stake-holders. Ourendeavor is to carry out applied research in the areas that are closely related torealization of the business objectives.
C) FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company has not earned any foreign exchange during the year.
CODE OF CONDUCT
A Code of Conduct has been approved by the Board of Directors which is applicable tothe Members of the Board and all employees in the courses of day to day businessoperations of the Company. The Code has been placed on the Company's websitewww.siddhaventures.com.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. All the Board members and the senior management personnelhave complied compliance with the Code.
RISK MANAGEMENT & MITIGATION
In view of the nature of business of the Company the Company had all along beenconscious of the risks associated with nature of its business and there is appropriatestructure present so that risks are inherently monitored and controlled. Riskidentification risk assessment and risk Management procedures for all functions of theCompany are reviewed by the Audit Committee and the Board on regular basis. Pursuant tosection 134(3) (n) of the Companies Act 2013 and SEBI (LODR) Regulations 2015 theCompany has formulated risk management policy.
At present the Company has not identified any element of risk which may adverselyaffect functioning of the Company.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE
In compliance with the Schedule IV of the Companies Act 2013 a meeting of theIndependent Directors of the company was held to review and evaluate the performance ofthe Non-Independent Directors and the Chairperson of the Company taking into account theviews of the Executive Directors and non- Executive Directors; assessing the qualityquantity and timeliness of flow information between the Company management and the Boardand also to review the overall performance of the Board. The meeting of the IndependentDirectors of the Company was held on 10th February 2020 wherein theperformance of the Non- Independent Directors including the Chairperson and of the Boardas a whole was evaluated.
The Nomination and Remuneration committee also co-ordinates and overseas the annualselfevaluation of the performance of the Board Committees and Individual Directors.
POLICY TO PREVENT SEXUAL HARASSMENT AT WORK PLACE
Our Company is committed to create and maintain an atmosphere in which employees canwork together without fear of Sexual Harassment Exploitation or intimidation .As requiredunder the
Provisions of Sexual Harassment of Women at Workplace (Prevention Prohibition &Redressal) Act 2013 your Company has constituted an Internal Complaints Committee (ICC).No complaints were received by the committee during the year under review. Since thenumber of complaints filed during the year was NIL the Committee prepared a NILcomplaints report. This is in compliance with section 22 of the Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013.
PARTICULARS OF DEPOSITS:
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.
AMOUNTS TRANSFERRED TO RESERVES
During the financial year under report your Directors do not propose to create anyspecific Reserve(s).
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The requirement of implementation of CSR activity is presently not applicable to theCompany. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis Report for the year under review as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 forms part of the Annual Report.
ISSUE OF SHARES/BUY BACK/EMPLOYEES STOCK OPTION SCHEME/SWEAT EQUITY
a) The Company has not issued shares with differential voting rights hence noinformation as per provisions of Section 43(a)(ii) of the act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014 is furnished;
b) The Company has not issued any Sweat Equity Share during the year under report andhence no information as per provisions of Section 54(1) (d) of the act read with Rule8(13) of the Companies (Share Capital and Debenture) Rules 2014 is furnished;
c) The Company has not issued or provided any Stock Option Scheme to its employeesduring the year under review hence no information as per provisions of Section 62(1) (b)of the act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014is furnished.
d) The Company has not bought back any of its shares and hence no information as perprovision of Section 67(3) of the act read with Rule 16(4) of the Companies (Share Capitaland Debenture) Rules 2014 is furnished;
DEMATERIALISATION OF SHARES.
77.06% approximate of the Company's paid up Equity Share Capital of the Company is indematerialized form as on 31st March 2019 and balance 22.94% is in physicalform. The Company's
Registrar and Share Transfer Agent is M/s. C. B. Management Services (P) Ltd having itsregistered office at P-22 Bondel Road Kolkata-700 019.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In pursuance to provisions of section 177(9) & (10) of the Companies Act 2013 aVigil Mechanism for Directors and Employees to report genuine concerns has beenestablished. The purpose of the policy is to allow employees to raise concerns aboutunacceptable improper or unethical practices being followed in the organization. Theywill be protected against any adverse action and/ or discrimination as a result of such areporting provided it is justified and made in good faith. The Chairman of the AuditCommittee has been designated for the purpose.
The policy on the aforesaid mechanism is available in the Company's website (weblink:http://www.siddhaventures.com/links.html)
STATUTORY & LEGAL MATTERS
The Company has no significant and/or material order (s) passed by anyregulators/Courts/Tribunals impacting the going concern status and the Company'soperations in future.
The Directors take opportunity to express their grateful appreciation for the excellentassistance and cooperation received from the banks and other authorities. The Directorsalso thank the employees of the Company for their valuable service and support during theyear. The Directors also gratefully acknowledge with thanks the cooperation and supportreceived from the shareholders of the Company.
For and on behalf of the Board
Date: 20.07.2020 Place: Kolkata
|Sd/- ||Sd/- ||Sd- ||Sd- |
|Siddharth Sethia ||Laxmipat Sethia ||Sushma Saraf ||Sandip Sharma |
|Director ||Managing Director ||Independent Director ||Independent Director |
|DIN: 00038970 ||DIN: 00413720 ||DIN:07381349 ||DIN: 07471333 |