Your Directors have pleasure in presenting their report on the business and operationof your Company together with the Audited Financial Statements for the year ended March31 2021.
The Company's financial performance for the year ended March 31 2021 alongwithprevious year figures are given hereunder:
| || ||(Rs. in Lacs) |
|FINANCIAL RESULTS ||Year ended 31.03.2021 ||Year ended 31.03.2020 |
|Gross Total Income ||537.02 ||48.69 |
|Profit / Loss before Depreciation & Taxation ||483.92 ||2.74 |
|Less: Depreciation ||0.19 ||0.24 |
|Profit Before tax ||483.73 ||2.50 |
|Less: Provision for Income Tax ||80.86 ||0.54 |
|Add: Adjustment of tax relating to earlier periods ||(0.04) ||11.92 |
|Less: Provision for Deferred Tax ||(39.94) ||7.97 |
|Net Profit /(Loss) after Tax ||442.77 ||5.91 |
|Add: Other Comprehensive Income/(Loss) for the Year net of tax ||0.08 ||- |
|Total Comprehensive Income for the Year ||442.85 ||5.91 |
|Retained Earnings as at the beginning of the Year ||236.57 ||231.84 |
|Profit After Tax ||442.77 ||5.91 |
|Other Comprehensive Income ||0.08 ||- |
|Retained Earnings before appropriation ||679.42 ||237.75 |
|Less: Special Reserve (As per RBI Guidelines) ||88.55 ||1.18 |
|Retained Earnings as at the end of the Year ||590.87 ||236.57 |
DIVIDEND AND RESERVES
During the year under review your Directors do not recommend any dividend. Similarlyno amount was recommended to transfer to Reserves.
OPERATIONS AND STATE OF COMPANY AFFAIRS
During the year under review your Company's total Income has increased from Rs. 48.69Lacs to 537.02 Lacs and its profit after tax increased from Rs. 5.91 Lacs Lacs to 442.77Lacs.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis as required under Regulation 34(3) of SEBI (LODR)Regulations 2015 read with Schedule V of said Regulations forms part of this Directors'Report.
DIRECTORS KEY MANAGERIAL PERSONNEL AND COMMITTEES
Mr. Kuldip Singh Rathee retires by rotation and being eligible offers himself forre-appointment. A resolution seeking shareholders' approval for his re-appointment alongwith other required details forms part of the Notice of 28th Annual General Meeting (AGM).
Pursuant to the provisions of Section 203 of the Companies Act 2013 ("theAct") Mrs. Vijay Rathee Managing Director Mr. Ankit Yadav Chief Financial Officerand Mr. Sandip Kumar Chaubey Company Secretary are the Key Managerial Personnel of theCompany as on March 31 2021.
The Company has several Committees and the details alongwith its meetings have beenincluded in the Corporate Governance Report.
SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES
The Company in terms of the provisions of the Act has no Subsidiary Associate and/orJoint Venture Companies during the year ended 31st March 2021.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration from Independent Directors of theCompany under Section 149(7) the Act that the Independent Directors of the Company meetwith the criteria of their Independence laid down in Section 149(6) of the Act.
The evaluation of Board Committee(s) and individual Directors was carried out based onstructured questionnaire encompassing parameters such as level of engagement andcontribution independence of judgement safeguarding the interest of the Company and itsminority shareholders etc.
VIGIL MECHANISM (WHISTLE BLOWER POLICY)
The Company has in place the Vigil Mechanism (Whistle Blower Policy) with a view toprovide for adequate safeguards against victimization of persons who use such mechanismand made provisions for direct access to the chairperson of the Audit Committee inappropriate or exceptional cases. The details of the Vigil Mechanism (Whistle BlowerPolicy) are available on the Company's website at www.somdattfin.com.
NOMINATION AND REMUNERATION POLICY
The Nomination and Remuneration Policy as approved by the Board is available on theCompany's website at www.somdattfin.com.
MEETINGS OF THE BOARD
During the year under review Five (5) Board Meetings were held on April 28 2020 June27 2020 August 25 2020 November 10 2020 February 05 2021 and four (4) AuditCommittee meetings were held on June 27 2020 August 25 2020 November 10 2020 andFebruary 05 2021. In accordance with the requirement from time to time other Committeemeetings were held. The attendance of the Directors who attended the Board Meetings andCommittees thereof have been included in the Corporate Governance Report.
CODE OF CONDUCT
The Code of Conduct ("Code") laid down by the Board is in operation in theCompany. All Board members and senior management personnel have affirmed the compliancewith the Code. The declaration to this effect is enclosed in the Corporate GovernanceReport.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) of the Companies Act 2013 tothe best of knowledge and belief and according to the information and explanationsobtained your Directors make the following statements that : a. In the preparation of theannual accounts for the year ended March 31 2021 the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures if any; b.the Directors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period; c. the Directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof the Companies Act 2013 for safeguarding the assets of the company and for preventingand detecting fraud and other irregularities; d. the Directors had prepared the annualaccounts on a going concern basis; e. the Directors had laid down internal financialcontrols to be followed by the company and that such internal financial controls areadequate and were operating effectively; and f. the Directors had devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems wereadequate and operating effectively.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Particulars of Loans Guarantees or Investments are provided in the FinancialStatements of the Company. Please refer to
Note No. 5 of the Financial Statements of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The Policy on Related Party Transactions may be accessed at the Company's website atwww.somdattfin.com. During the year under review there were no material contracts orarrangements with the related parties refer to in Section 188 of the Act.
Disclosure related to transactions of the listed entity with person or entity belongingto the promoter/promoter group which hold(s) 10% or more shareholding in the Company havebeen disclosed in the accompanying Financial Statement of the Company. Please refer toNote No. 29 of the Financial Statement of the Company.
MAINTENANCE OF COST RECORDS
The Company is not required to maintain Cost records under Section 148(1) of the Act.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Independent Directors (IDs) on the Board of the Company are well versed with theCompany's business model and the nature of industries in which it is operating.
The Directors are also kept updated with information of the Company the industry anddevelopments in different segments in which the Company operates at the Board meetingswhile reviewing the operations quarterly/annual financial results and considering thebudgets. A familiarization programme for IDs laid down by the Board is available on theCompany's website at www.somdattfin.com.
The detail of risks and other concerns are included in the Management Discussion andAnalysis which is the part of this Directors' Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company is not required to contribute for Corporate Social Responsibility.
SEXUAL HARASSMENT POLICY IN WORK PLACE
The Company is not required to constitute an Internal Complaints Committee as thenumber of employees in the Company are below the threshhold limit as prescribed under theSexual Harassment of Women (Prevention Prohibition and Redressal) Act 2013.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act the Annual Return ason March 31 2021 is available on the Company's website at www.somdattfin.com.
The Company has neither invited nor accepted any deposits from the public or itsemployees under Section 73 of Companies Act 2013 and rules made thereunder during theyear under review.
DETAILS OF MATERIAL CHANGES AND COMMITMENTS
There is no significant and material order after March 31 2021 passed by any ofregulators court of law or tribunals impacting the going concern status of the company orimpacting its operations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has an internal financial controls system commensurate with the sizescale and complexity of its operation. The details have been included in the ManagementDiscussion and Analysis which is the part of this Directos' Report.
M/s. D.S. Talwar & Co. (Firm Registration No.000993N) was appointed as thestatutory auditors of the Company for a period of five consecutive years from theconclusion of 24th Annual General Meeting till the conclusion of 29th AGM to be held inthe year 2022.
The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors at the ensuing AGM and a note in respectof same has been included in the Notice for 28th AGM.
M/s. D.S. Talwar & Co. (Firm Registration No.000993N.) has furnished a certificateof their eligibility and consent under Section 139 and 141 of the Act and the Companies(Audit and Auditors) Rules 2014 for their continuance as the Auditors of the Company forthe FY 2021-22. In terms of the Listing Regulations the Auditors have confirmed that theyhold a valid certificate issued by the Peer Review Board of the ICAI.
The Auditor's Report on the Audited Financial Statement of the Company for the yearended 31st March 2021 do not contain any qualification reservation or adverse remark soneed not require any explanation or comment.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshas appointed Mr. Naveen Naranag of M/s Naveen Narang & Associates Company Secretaryin practice as Secretarial Auditor of the Company to conduct the Secretarial Audit for theFinancial Year ended March 31 2021.
The Secretarial Audit Report for the Financial Year ended on March 31 2021 issued bySecretarial Auditor do not contain any qualification reservation or adverse remark soneed not require any explanation or comment.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
Information in accordance with the provision of Section 134 (3) (m) of the CompaniesAct 2013 read with Rule 8 of Companies (Account) Rules 2014 regarding conservation ofenergy technology absorption and foreign exchange earnings and outgo is given below : I.Conservation of energy : N.A
II. Technology Absorption : N.A
III. Foreign Exchange Earnings & Expenditure (a) Foreign Exchange Earnings: Nil (b)CIF Value of Import : Nil (c) Foreign Exchange Expenditure: Nil
REMUNERATION AND PARTICULARS OF EMPLOYEES
During the year under review the Company had no employees on Company's role in receiptof remuneration attracting the provisions of Section 197(12) of Companies Act 2013 readwith Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.
Your Company is in compliance with the requirements and disclosures with respect to theCorporate Governance Report as required under Regulation 34 read with Schedule V of SEBI(LODR) Regulations as a listed company necessary measures are taken to comply with therequirements of Regulations of SEBI (LODR) Regulations 2015. A report on CorporateGovernance as stated above along with a certificate of compliance from M/s Naveen Narang& Associates Company Secretaries forms part of this Director's Report.
CHANGE IN REGISTERED OFFICE OF THE COMPANY
The Registered office of the Company shifted from State of West Bengal to the NationalCapital Territory (NCT) of Delhi vide certificate dated 25/02/2021 issued by Registrar ofCompanies Delhi and Haryana.
The Directors wish to convey their deep appreciation for the cooperation and assistancereceived from its stakeholders valued customers suppliers banks financialinstitutions government authorities and stock exchanges. The Directors also wish to placeon record their sincere appreciation of the devoted and dedicated services rendered by allemployees of the Company.
| ||For and on behalf of the Board of Directors || |
|Place : Gurugram ||Vijay Rathee ||Kuldip Singh Rathee |
|Date : 24.06.2021 ||Managing Director ||Director |
| ||DIN- 00042731 ||DIN-00041032 |