Your Directors have pleasure in presenting the 29th Annual Report together with theAudited Accounts of the Company for the year ended 31st March 2020.
The Company is lying dormant for more than Thirteen years. There is no other employeeexcept the KMPs such as Whole Time Director Chief Financial Officer and Company Secretarywhich are on the rolls of the Company. The Company is now in compliance of variousprovisions to be made under the Companies Act 2013 and Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Company has incurred a net loss of Rs. 15.83 Lacs during the year under review.
In view of the losses incurred during the year your Directors expressed theirinability to recommend any dividend.
MATERIAL CHANGES AND COMMITMENTS
No material changes or commitments have occurred between the end of the financialperiod to which the financial statements relate and the date of this report affecting thefinancial position of the company.
The Company has no subsidiary company.
DIRECTORS AND KEY MANAGERIAL PERSONEL
The Board has appointed Mr. Madhu Vrat Kaushik as a Whole Time Director of the Companywithout any remuneration for a period of 5 years w.e.f. 14.02.2020 subject to approval ofthe shareholders. A resolution for seeking approval of members of the company for hisappointment as Whole Time Director of the Company has been included in the Notice at theforthcoming Annual General Meeting.
Mrs. Anju Goel (DIN - 08286756 ) has retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offer herself for reappointment.
Particulars of Director/s seeking appointment/re-appointment/continuation have beengiven in the explanatory statement annexed to the notice for the Annual General Meeting.
All the Directors have made necessary disclosures as required under various provisionsof the Companies Act 2013 and SEBI (LODR) Regulations 2015.
b) KEY MANAGERIAL PERSONNEL (KMP)
During the financial year ended March 31 2020 the following persons are Whole TimeKey Managerial Personnel (KMP) of the Company in terms of provisions of Section 203 of theCompanies Act 2013:
|Sl. No. ||Name ||Designation ||Date of Appointment as KMP |
|1. ||Mr. Madhu Vrat Kaushik ||Whole Time Director ||14.02.2020 |
|2. ||Mr. Arun Kumar Sharma ||Chief Financial Officer ||14.02.2020 |
|3. ||Mrs. Jyoti ||Company Secretary ||31.12.2019 |
c) DECLARATION FROM INDEPENDENT DIRECTORS
The Independent Directors (IDs) have given declarations u/s 149(6) of the Act andRegulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 confirming that they meet the criteria of independence as laid downunder the said Section/ Regulation.
The Directors of the Company have also confirmed that they were not disqualified to beappointed as Directors as per Section 164(2) of the Companies Act 2013 and they have notbeen debarred by SEBI to hold an office of Director.
d) BOARD/DIRECTORS' EVALUATION
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and individual Directors pursuant to the provisions of the Act and theCorporate Governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").
The performance of the Board and Committees thereof was evaluated on the basis of thecriteria such as the composition and structure effectiveness of processes informationinvolvement of the Members and functioning etc. The Board reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theindividual Director to the Board and Committee meetings like preparedness on the issues tobe discussed meaningful and constructive discussion and inputs in meetings etc.
In a separate meeting of Independent Directors the performance of Non-IndependentDirectors the performance of the Board as a whole was evaluated. Performance evaluationof Independent Directors was done by the entire Board excluding the Independent Directorbeing evaluated.
The review concluded by affirming that the Board as a whole the Committees of theBoard as well as all of its Members individually continued to display commitment to goodgovernance ensuring a constant improvement of processes and procedures. It was furtheracknowledged that every individual Member of the Board and the Committee thereofcontribute its best in the overall growth of the organization.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) of the Companies Act 2013 your Directors statethat:
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 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 and ofthe loss of the Company for that year;
c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
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 were 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.
MEETINGS OF THE BOARD
During the financial year ended March 31 2020 seven Board meetings were held.Compliance reports of various laws applicable to the Company were reviewed by the AuditCommittee and the Board of Directors. The intervening gap between the Meetings was withinthe period prescribed under the Companies Act 2013 and the SEBI (LODR) Regulations2015. The details of meetings held and attended by the Directors during the year areprovided in the Corporate Governance Report.
All statutory and other important items/ information were placed before the Board forapproval/review.
AUDITORS AND THEIR REPORT
a) STATUTORY AUDITORS
Pursuant to the Section 139 of the Companies Act 2013 appointment of the StatutoryAuditors M/s. S S Kothari Mehta & Co. Chartered Accountants (ICAI Firm RegistrationNo:000756N) was made by the members of the Company in its 28th Annual General Meeting(AGM) held on 27.09.2019 for a period of 5 years till the conclusion of 33rd AnnualGeneral Meeting of the Company on the recommendation of the Audit Committee and the Boardof Directors.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report.
The observations of Auditors in their report with the relevant notes to accounts areself-explanatory and therefore do not require further explanation.
b) SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Nirbhay Kumar (CP No.7887) M/s Nirbhay Kumar & Associates CompanySecretaries to undertake the Secretarial Audit of the Company for the financial year2019-20.
The Secretarial Audit Report for the financial year ended 31st March 2019 is attachedas Annexure - A of this Board's Report.
The Company has neither accepted nor renewed any deposits falling within the provisionsof Section 73 and 76 of the Companies Act 2013 read with the Companies (Acceptance ofDeposits) Rules 2014 from its member and public during the Financial Year.
The Audit Committee comprises of three Directors two directors are independentdirectors and one is executive and non-independent director viz. Mr. Santosh Kumar asChairman and Mr. Arun Kumar Mithal and Mr. Madhu Vrat Kaushik as its Members.
The details of terms of reference of the Audit Committee number and dates of meetingheld attendance among others are given separately in the attached Corporate GovernanceReport.
NOMINATION AND REMUNERATION COMMITTEE
Pursuant to the provisions of Section 178 of the Companies Act 2013 read with Rulesmade there under the Board has constituted a Nomination & Remuneration Committee andthe details of terms of reference number & dates of meeting held attendance andother details are given separately in the attached Corporate Governance Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company is under the business of investment and financing so the particulars of theConservation of energy and Technology Absorption is : NOT APPLICABLE
Foreign Exchange Earnings and Out go: NIL
PARTICULARS OF EMPLOYEES
The Company has not paid any managerial remuneration during the year.
Therefore the provisions of Section 197 of the Companies Act 2013 and reportingrequirements of the Order are not applicable to the Company.
RELATED PARTY TRANSACTIONS
There is no related party transaction happen during the financial year in the ordinarycourse of business. There are no materially significant related party transactions made bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large.
EXTRACT OF ANNUAL RETURN
The extracts of the Annual Return (MGT-9) as per the provisions of Section 92 of theCompanies Act 2013 read with Rule 12 of Companies (Management and Administration) Rules2014 is annexed herewith and marked as Annexure B to this Report.
In accordance with SEBI (LODR) Regulations 2015 Corporate Governance Report alongwith Auditors' certificate thereon and Management Discussion and Analysis Report form partof this report are enclosed as Annexure - C.
During the financial year ended 31.3.2020 the Company has not issued any share capitalwith different voting rights sweat equity or ESOP nor provided any money to the employeesor trusts for purchase of its own shares.
COMPLIANCES UNDER SEBI (LODR) REGULATIONS 2015/COMPANIES ACT 2013
The Securities and Exchange Board of India (SEBI) passed an order dated 26.8.2014 underSection 11(1) 11(2)(j) 11(4) and 11B of the SEBI Act 1992 read with Section 12A of theSecurities Contracts (Regulation) Act 1956 in the matter of non-compliance with therequirement of Minimum Public Shareholding (MPS) under clause 40A of the Listing Agreementand restrained the Company its promoters and directors from trading in company scrip.
Your Directors place on record their appreciation and gratitude for the unstintedsupport and assistance extended by shareholders Central/ State Government and the CompanyBankers. The Board also extends its heartfelt gratitude to the Creditors and Shareholdersfor the confidence reposed by them in the Company.
| ||For and on behalf of the Board of Directors |
| ||Madhu Vrat Kaushik ||Santosh Kumar |
|Place : New Delhi ||Whole Time Director ||Director |
|Date : 08.08.2020 ||DIN: 07297518 ||DIN:00994313 |