Your Directors have pleasure in presenting their Sixth Annual Report on the businessand operations of the Company and the accounts for the Financial Year ended March 31 2021
l. Financial summary or highlights/Performance of the Company
The summarized results of your Company are given in the table below:
| || ||Amount in Rs. |
|Particulars ||Current Year For the year ended March 31 2021 ||Last Year For the year ended March 31 2020 |
|Total Income ||3723473 ||3889883 |
|Profit/(loss) before Interest Depreciation & Tax (EBITDA) ||774165 ||1669236 |
|Finance Charges ||0 ||187500 |
|Depreciation ||17368 ||20634 |
|Exceptional and Extra-Ordinary Items ||- ||- |
|Provision for Income Tax (including for earlier years) || || |
|- Current Tax ||217000 ||378075 |
|- Deferred Tax ||(20010) ||(6823) |
|Net Profit/(Loss) After Tax ||559808 ||1089850 |
Business Review / State Of The Company's Affairs
There was no change in nature of the business of the Company during the year underreview.
During the year your Company earned total income of Rs. 3723473 and Profit of Rs.559808 for the year ended March 31 2021.
2. Brief description of the Company's working during the year/State of Company's affair
The Company is involved in Consultants for Capital Issues Advisors to Capital IssuesInvestment Consultants Consultants and Management Advisors to Corporate BodiesIndividuals and Promoters in commercial industrial management and policy matters and tomake project evaluation feasibility studies project report and surveys and to giveexpert advice and suggest ways and means for improving efficiency in business organizationand concerns and industries of all kinds and/or to act as advisors/ consultants to issueof shares stocks bonds debentures commercial paper or other securities of bodiescorporate or industrial undertaking and/or shares stocks bonds debentures commercialpaper or other securities issued to any government or semi-govemment authority or publicauthority of government undertaking or stocks bonds debentures or of the securities.
3. Change in the nature of business if any
There is no change in the nature of Business.
The Company got listed on BSE SME IPO Platform in September 2014.
4. Transfer to Reserves:
During the year under review there is no transfer to reserves.
In order to conserve resources of the Company the Board could not recommend anydividend for the year under review.
6. Share Capital
There was no change in the capital structure of the company
7. Directors and Key Managerial Personnel
During the year Mrs. Sheela Kadechkar (DIN: 06862410) and Ms.. Sanvedi Rane (DIN:08324137) were the Independent Directors of the Company.
The maximum tenure of Independent Directors is in compliance with the Act. AllIndependent Directors have confirmed that they meet the criteria as mentioned underRegulation 25 of the SEBI Regulations read with Section 149(6) of the Companies Act 2013.
Mr. Ankur Choksi was the Managing Director of the Company who resigned on 20.11.2020
Mr. Vivek Pratap Sing was an executive Director and CEO of the Company who resigned on23.02.2021
Ms. Sanvedi Rane (DIN: 08324137) was appointed as the Independent Director of thecompany on 19.12.2020
Mr. Nandu Bawa (DIN: 09067077) was appointed as CFO and Director on 23.02.2021 Mr.Bhupesh Kumar (DIN: 07642783) was appointed as CEO and Director on 15.03.2021
8. Corporate Governance
Corporate Governance is about maximizing shareholders value legally ethically andsustainability. The goal of Corporate Governance is to ensure fairness for everystakeholder. We believe Corporate Governance is critical to enhance and retaining investortrust.
The Management Discussion and Analysis Report capturing your Company's performanceindustry trends provided in a separate section and forms an integral part of this report.
9. Particulars of Employees
As required under the provisions of Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 information in respect of employees of the Company is not given as there were noemployees drawing remuneration beyond the prescribed limit under the above referredprovisions.
10. Board Evaluation
In terms of provisions of the Companies Act 2013 and Schedule II- Part D of SecuritiesExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Board has carried out an annual performance evaluation of its own performancethe directors individually as well as the evaluation of the working of its Audit andNomination & Remuneration Committees
11. Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration
A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. (As per Annexure II)
B) Details of the every employee of the Company as required pursuant to 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
C) Any director who is in receipt of any commission from the company and who is aManaging Director or Whole-time Director of the Company shall receive any remuneration orcommission from any Holding Company or Subsidiary Company of such Company subject to itsdisclosure by the Company in the Board's Report.
D) The following disclosures shall be mentioned in the Board of Director's report underthe heading "Corporate Governance" if any attached to the financialstatement:
(i) All elements of remuneration package such as salary benefits bonuses stockoptions pension etc. of all the directors;
(ii) Details of fixed component and performance linked incentives along with theperformance criteria;
(iii) Service contracts notice period severance fees;
(iv) Stock option details if any and whether the same has been issued at a discountas well as the period over which accrued and over which exercisable.
12. Details Of Subsidiaries Joint Ventures And Associate Companies
As on March 31 2021 the Company had no subsidiary joint ventures and associatecompanies.
13. Holding Company
As on March 31 2021 the Company was not a subsidiary of any company.
14. Statutory Auditors and Auditors' Report
M/s A Puri & Co. Chartered Accountants (Firm Registration No. 108231W) StatutoryAuditors of the Company were appointed within the prescribed limits under Section 141 ofthe Companies Act 2013 has been obtained
The observations and comments given in the report of the Auditors read and notes toaccounts are self-explanatory and hence do not call for any further information andexplanation or comments under Section 134(3)(f) of the Companies Act 2013. The reportdoes not contain any qualification reservation or adverse remark.
15. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s. P Dhanuka &Associates. Practicing Company Secretary has been appointed as Secretarial Auditors ofthe Company. The report of the Secretarial Auditors is enclosed as Form No. MR-3 to thisreport. The report is selfexplanatory and does not call for any further comments.
16. Internal Audit & Controls:
The Company continues to engage M/s Jain Anil & Associates. as its InternalAuditor. During the year the Company continued to implement their suggestions andrecommendations to improve the control environment. Their scope of work includes review ofprocesses for safeguarding the assets of the Company review of operational efficiencyeffectiveness of systems and processes and assessing the internal control strengths inall areas. Internal Auditors findings are discussed with the process owners and suitablecorrective actions taken as per the directions of Audit Committee on an ongoing basis toimprove efficiency in operations.
During the year the Company formulated and adopted Codes under SEBI (Prohibition ofInsider Trading) Regulations 2015 Whistle Blower Policy/Vigil Mechanism Risk ManagementPolicy and also formulated and adopted Code of Independent directors and Code of for Boardand Senior Management.
18. Board of Directors:
|Category ||No. of Directors |
|Non-Executive & Independent ||2 |
|Directors including the Chairman || |
|Other Non-Executive Directors ||- |
|Executive Director ||2 |
|(CEO & Managing Director) || |
|Total ||4 |
The Chairman of the Board is an Executive Director.
As required under Section 149(3) of the Companies Act 2013 and Regulation 17 (1) ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 Ms. Nilam Soni(DIN: 07777282) a Woman Director has been appointed as an Independent Director on theBoard.
Board Meetings held during the year
|Dates on which the Board Meetings were held ||Total Strength of the Board ||No. of Directors/KMP Present |
|30th June 2020 ||4 ||4 |
|9th November 2020 ||4 ||4 |
|23rd February 2021 ||4 ||4 |
|15th March 2021 ||4 ||4 |
COMMITTEES OF THE BOARD.
(a) Audit Committee (mandatory committee)
The composition of the Audit Committee as at March 31 2021 and details of the Membersparticipation at the Meetings of the Audit Committee are as under:
The details of the Audit Committee Meetings are given below:
|Date ||Serial Number |
|30/06/2019 ||01/2020-2021/AC |
|09/11/2019 ||02/2020-2021/AC |
|23/02/2021 ||03/2020-2021/AC |
The Committee is governed by a Charter which is in line with the regulatoryrequirements mandated by the Companies Act 2013 and Regulation 18 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 some of the importantfunctions performed by the Audit Committee are:
a. the recommendation for appointment remuneration and terms of appointment ofauditors of the company;
b. review and monitor the auditor's independence and performance and effectiveness ofaudit process;
c. examination of the financial statement and the auditors' report thereon;
d. approval or any subsequent modification of transactions of the company with relatedparties;
e. scrutiny of inter-corporate loans and investments;
f. valuation of undertakings or assets of the company wherever it is necessary;
g. evaluation of internal financial controls and risk management systems;
h. monitoring the end use of funds raised through public offers and related matters.
(b) Nomination and Remuneration Committee
The composition of the Nomination and Remuneration Committee as at March 31 2021 anddetails of the Members participation at the Meetings of the Nomination and RemunerationCommittee are as under:
The details of the Nomination and Remuneration Committee Meetings are given below:
|Date ||Serial Number |
|09/11/2020 ||01/2020-2021/NRC |
|23/02/2021 ||02/2020-2021/NRC |
|15/03/2021 ||03/2020-2021/NRC |
(d) Stakeholders' Relationship Committee (mandatory committee)
In compliance with the provisions of Section 178 of the Companies Act 2013 and theListing Agreement the Board has renamed the existing "Shareholders V Investors'Grievance Committee" as the "Stakeholders' Relationship Committee".
|Date ||Serial Number |
|09/11/2020 ||01/2020-2021/SRC |
|21/01/2021 ||02/2020-2021/SRC |
Details of Shareholders' Complaints:
|Shareholders / Investors Complaints ||No. of Complaints |
|Complaints as on April 01 2020 ||0 |
|Complaints received during 2020-2021 ||0 |
|Complaints not solved to the satisfaction of shareholders ||0 |
|Complaints pending as on March 31 2021 ||0 |
During the year no complaints were received from shareholders. As on March 31 2021no investor grievance has remained unattended/ pending for more than thirty days.
19. Separate Meeting of Independent Directors
A separate meeting of Independent Directors of the Company without the attendance ofNon Independent Directors and members of management was held on March 20 2021 asrequired under Schedule IV to the Act and Regulation 25(3) of the Listing Regulations. Atthe Meeting the Independent Directors:
Evaluation of the performance of Non-independent Directors and the Board ofDirectors as a whole.
Evaluation of the performance of the chairman of the Company taking intoaccount the views of the Executive and Non-executive directors.
Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
All the Independent Directors were present at the Meeting.
20. General Body Meetings
Particulars of last three Annual General Meetings:
|AGM ||Year ended 31st March ||Venue ||Date |
|3rd ||2018 ||At the Registered Office ||30/09/2018 |
|4th ||2019 ||At the Registered Office ||30/09/2019 |
|5th ||2020 ||At the Registered Office ||19/12/2020 |
21. Extraordinary General Meeting (EGM)
During the year under review there was no Extraordinary General Meeting.
22. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report
Due to the Pandemic and subsequent lockdown the operations of the business are highlyaffected. The same can be seen in the revenue as compared to the previous year. The marketoverall has affected hugely and shall take a significant time to recover.
23. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company.
The details relating to deposits covered under Chapter V of the Act-
(a) accepted during the year- NIL
(b) remained unpaid or unclaimed as at the end of the year-NIL
(c) whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved-NIL
25. Contracts and Arrangements with Related Parties
During the year the Company had not entered into any contract or arrangement withrelated parties which could be considered material' or which may have potentialconflict with interest of the company at large.
26. Conservation of energy technology absorption and foreign exchange earnings andoutgo
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
(a) Conservation of energy:
|(i) the steps taken or impact on conservation of energy ||NIL |
|(ii) the steps taken by the company for utilizing alternate sources of energy ||NIL |
|(iii) the capital investment on energy conservation equipment's ||' NIL |
(b) Technology absorption:
|(i) the efforts made towards technology absorption ||NIL |
|(ii) ; the benefits derived like product improvement cost reduction product development or import substitution ||NIL |
|(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- ||NIL |
|(a) the details of technology imported ||NIL |
|(b) the year of import; ||NIL |
|(c) whether the technology been fully absorbed ||NIL |
|(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof ||NIL |
|(iv) the expenditure incurred on Research and Development ||NIL |
(c) Foreign exchange earnings and Outgo: The Company had no foreign exchange earningsand outgo during the financial year.
27. Human Resources
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
28. Directors' Responsibility Statement
The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen 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 financial year ended March 31 2020;
(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; and
(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.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
29. Particulars of Loans Given Investments Made Guarantees Given and SecuritiesProvided
The details of loans given investments made guarantees given and securities providedare given in the Notes to the Financial Statements.
30. Corporate Social Responsibility (CSR)
The provisions relating to CSR enumerated under Section 135 of the Companies Act 2013are not applicable to your Company during the year under review.
31. Listing with Stock Exchanges:
The Company got listed on SME Platform of Bombay Stock Exchange (BSE). The Companyconfirms that it has paid the Annual Listing Fees for the year 2020-21 to Bombay StockExchange (BSE) where the Company's Shares are listed.
32. Risk Management
The Company has formulated a Risk Management Policy. The Company for Risk Managementidentifies evaluates analyses and prioritizes risks in order to address and minimizesuch risks. This facilitates identifying high level risks and implement appropriatesolutions for minimizing the impact of such risks on the business of the Company.
33. Vigil Mechanism / Whistle Blower Policy
The Company has a Vigil Mechanism / Whistle Blower Policy to report to the managementinstances of unethical behaviour actual or suspected fraud or violation of the company'scode of conduct.
34. Familiarisation Programme
The Company has formulated a Familiarization Programme for Independent Directors withan aim to familiarize the Independent Directors with the Company their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company etc. to provide them with better understanding of thebusiness and operations of the Company and so as to enable them to contributesignificantly to the Company.
35. Significant and material orders passed by the regulators
During the period under review there were no significant and material orders passed bythe regulators/ courts or tribunals that would impact going concern status of the Companyand its future operations.
36. Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. However the Company has no women employee.
The Board records its appreciation of the commitment and support of the Employees atall levels and the abundant co-operation and assistance received from the Bankers andvalued customers during the year under review and look forward for their totalinvolvement.