To The Shareholders
Your Directors have pleasure in presenting the 37th Annual Report along withthe Audited Financial statements of the Company for the financial year ended 31stMarch 2019.
1. Financial Results:
|Particulars ||For the Year ended on March 31 2019 ||For the Year ended on March 312018 |
|Total Income ||7550900.00 ||27336750.00 |
|Total Expenditure ||9994582.00 ||30266004.00 |
|Profit/(Loss) before taxation ||(2443682.00) ||(2929254.00) |
|Provision for Tax ||0 ||0 |
|Profit/(Loss) after Taxation ||(2443682.00) ||(2929254) |
|Balance b/f from Previous Year ||(2753348.93) ||175905.07 |
|Balance carried forward to Balance Sheet ||(5197030.93) ||(2753348.93) |
With a view to conserve the resources of the Company the Board of Directors does notrecommend any dividend for the year under the review.
3. Dividend Distribution Policy:
Pursuant to Regulation 43A of LODR Regulation 2015 the regulations related to DividendDistribution Policy are not applicable to the Company.
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. Hence therequirement for furnishing of details of deposits which are not in compliance with theChapter V of the Act is not applicable.
5. Share capital:
The paid-up share capital of the Company was Rs. 24315000/- (Rupees Two Crores FortyThree Lacs Fifteen Thousand only) during the year divided in to 24315000 Equity Sharesof Rs. 1/- each during the year under review.
6. Details of Directors:
As per the provisions of 152 of the Companies Act 2013 Mrs. Jyotsna Dhiraj SosaDirector retires by rotation at the forthcoming Annual General Meeting and beingeligible offers himself for reappointment. The Board recommends his re-appointment for theconsideration of the Members of the Company at the ensuing Annual General Meeting.
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and underregulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.
During the year Mr. Dharmendra Singh (Director) Mr. Shrikant Gajanan Kankirad(Director) and Mrs. Bhavna Rajesh Shah (director) have resigned from 25th May2018. During the year Mrs. Jyotsna Dhiraj Sosa and Vipul Kishore Parekh have beenappointed as Directors on 25th May 2018.
7. Board Meetings:
During the year under review 6 (Six) meetings were held. The dates of meetings are May25 2018 August 14 2019 August 29 2018 September 04 2018 November 14 2018 andFebruary 14 2019.
8. Particulars of loans guarantees or investments:
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013.
9. Audit Committee
Composition of Audit Committee as on March 31 2019 as required under section 177(8) ofthe Companies Act 2013 read with Regulation 18 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
1. Dhiraj Sosa - Executive Director
2. Jyotsna Dhiraj Sosa - Non Executive Independent Director 3. Vipul Kishore Parekh -Non Executive Independent Director
10. Contracts and arrangements with related parties:
During the period under review there were no contracts or arrangements made withrelated parties as defined under section 188 of the Companies Act 2013.
11. Material Changes and Commitments affecting the Financial Position of the Company:
There have been no material changes and commitments if any affecting the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of the report.
12. Internal control systems and their adequacy:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman & Whole Time Director.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.
13. Corporate Social Responsibility (CSR) Initiatives:
The provisions of Corporate Social Responsibilities (CSR) provided in section 135 ofthe Companies Act 2013 is not applicable to the company. Hence the company has notdeveloped and implemented any CSR initiatives.
14. Director's Responsibility Statement:
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(5) of the Companies Act 2013:
i. In the preparation of the annual accounts the applicable accounting standards havebeen followed.
ii. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were 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 profit or loss of the Company for the year under review.
iii. The directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
iv. The directors have prepared the annual accounts on a going concern basis.
v. The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi. The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
15. Declaration by Independent Directors:
All the Independent Directors have given declaration to the Company stating theirindependence pursuant to section 149(6) of the Companies Act 2013.
16. Statutory Auditors:
Pursuant to provisions of section 139 of the Companies Act 2013 and the rules framedthereunder M/s. H. R. Nampurwala and Co. Chartered Accountants were appointed asstatutory auditors of the company from annual general meeting held on September 30 2014till the conclusion of annual general meeting to be held for the financial year 2018-19.In terms of the first proviso to Section 139 of the Companies Act 2013 the appointmentof the auditors shall be placed for ratification at every Annual General Meeting.Accordingly the appointment of M/s. H. R. Nampurwala & Co. Chartered Accountants asstatutory auditors subject to ratification of their appointment at every annual generalmeeting."
17. Secretarial Auditor:
Pursuant to provisions of section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the company hasappointed Ms. Kavita Raju Joshi Practicing Company Secretary as Secretarial Auditor ofthe Company. The Secretarial Audit Report is appended to this report as Annexure 1.
18. Board's Response on Auditors Qualification Reservation or adverse remark ordisclaimer made:
There are no qualifications reservations or adverse remarks made by the StatutoryAuditors in their report or by the Company Secretary in Practice in the Secretarial AuditReport.
19. Risk Management:
The Board has formed a risk management committee to frame implement and monitor therisk management plan for the Company. The committee is responsible for reviewing the riskmanagement plan and ensuring its effectiveness. The audit committee has additionaloversight in the area of financial risks and controls.
20. Extract of Annual Return:
In pursuant to the provisions of Section 92 of the Companies Act 2013 and Rule 12 ofthe Companies (Management and Administration) Rules 2014 Extract of Annual Return inform MGT-9 is annexed herewith as "Annexure 2" which forms part of thisReport.
21. Subsidiary Companies/ Associate Companies/ Join Venture:
Since the Company does not have any subsidiary / Joint Ventures / Associate Concern nofinancial position of such concern(s) are required to be included in the financialstatement.
22. Vigil Mechanism:
The Company has established a vigil mechanism and overseas through the committee thegenuine concern expressed by the employees and other Directors. The Company has alsoprovided adequate safeguard against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issue concerning the interests of co employees and Company.
23. Corporate Governance and Report:
As per the requirement of SEBI Circular No. SEBI/LAD-NRO/GN/2015- 16/013 datedSeptember 2 2015 Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 the listed companies having paid up equityshare capital not exceeding Rs. 10 Crores and Net Worth not exceeding Rs. 25 Crores as onthe last day of the previous financial year is not required to comply with the norms ofthe Corporate Governance Report. Since the paid up equity share capital of the company isRs. 2 43 15000 and Net Worth is not exceeding Rs. 25 Crores as on financial year ending31st March 2019 therefore the provisions relating to the Corporate Governancereport are not applicable the company.
24. Management Discussion And Analysis Report:
Pursuant to Regulation 34 of the Listing Regulations Management Discussion andAnalysis forms a part of this annual report.
25. Cash Flow Statement:
As required under Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 with the Stock Exchanges the Cash Flow Statement isattached to the Balance Sheet.
26. Significant and Material Orders:
There are material orders passed by Regulators Courts or Tribunals impacting the goingconcern status and company's operations in future.
27. Conservation of Energy Technology Absorption and Foreign Exchange Earning AndOutgo:
A Conservation of Energy:
(i) the steps taken or impact on conservation of energy; N.A.
(ii) the steps taken by the Company for utilizing alternate sources of energy; N.A.(iii) the capital investment on energy conservation equipments; N.A.
B Technology Absorption:
(i) the efforts made towards technology absorption; N.A.
(ii) the benefits derived like product improvement cost reduction product developmentor import substitution; N.A.
(iii) in case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year): N.A.
(a) the details of technology imported; N.A.
(b) the year of import; N.A
(c) whether the technology been fully absorbed; N.A
(d) if not fully absorbed areas where absorption has not taken place and the reasonsthereof; N.A.
(iv) the expenditure incurred on Research and Development: N.A
C Foreign Exchange Earnings and Outgo:
The Details of foreign exchange earnings and outgo are as follows: (i) Foreign ExchangeEarning: ` Nil (ii) Foreign Exchange Outgo: ` Nil
Note: Since the Company does not have any manufacturing operations during the yearunder review details of Conservation of Energy Technology Absorption are not applicableto the Company.
28. Maintenance of Cost Records as specified by the Central Government under SubSection (1) of Section 148 of the Companies Act 2013 and status of the same:
The provisions regarding maintenance of cost records as specified by the CentralGovernment under Sub Section (1) of Section 148 of the Companies Act 2013 are notapplicable to the Company.
29. Disclosure as required under Section 22 Sexual Harassment Of Women at Workplace(Prevention Prohibition & Redressal) ACT 2013:
The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2018-19.
|No of complaints received: ||Nil |
|No of complaints disposed off: ||Nil |
We record our gratitude to the Banks and others for their assistance and co-operationduring the year. We also wish to place on record our appreciation for the dedicatedservices of the employees of the Company. We are equally thankful to our esteemedinvestors for their co-operation extended to and confidence reposed in the management.
|Registered Office: ||By order of the Board of Directors |
|3-A Mangoe Lane 1st ||For SVARNIMTRADE UDYOG LIMITED |
|Floor Surana House || |
|Kolkata-700 001. ||Sd/- |
| ||Mr. Dhiraj Sosa |
|September 05 2019 ||(DIN :07893014) |