White Hall Commercial Company Ltd.
|BSE: 512431||Sector: Financials|
|NSE: N.A.||ISIN Code: INE416X01012|
|BSE 05:30 | 01 Jan||White Hall Commercial Company Ltd|
|NSE 05:30 | 01 Jan||White Hall Commercial Company Ltd|
|BSE: 512431||Sector: Financials|
|NSE: N.A.||ISIN Code: INE416X01012|
|BSE 05:30 | 01 Jan||White Hall Commercial Company Ltd|
|NSE 05:30 | 01 Jan||White Hall Commercial Company Ltd|
WHITE HALL COMMERCIAL COMPANY LIMITED
Your Directors have pleasure in presenting the 35th Annual Report of the Companytogether with the Audited Statement of Accounts for the year ended 31st March 2021.
1. FINANCIAL STATEMENTS & RESULTS:
A. FINANCIAL RESULTS:
The Company's performance during the year ended 31st March 2021 as compared to theprevious financial year is summarized below:
During the year under review your Company has not carried out any activities. Howeverthere was no change in nature and business activities of the Company during the year underreview.
C. REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES OR IOINT VENTURECOMPANIES:
During the year under review the Company did not have Subsidiary Associates or JointVenture Company
Considering the loss incurred in the current financial year your Directors have notrecommended any dividend for the financial year under review.
E. TRANSFER TO RESERVES:
In view of loss incurred during the year under review the Board of Directors has notrecommended transfer of any amount to reserves.
F. REVISION OF FINANCIAL STATEMENT:
There was no revision of the financial statements for the year under review.
The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details of deposits which are in compliance with the ChapterV of the Act is not required to be furnished.
H. DISCLOSURES UNDER SECTION 134(3)0) OF THE COMPANIES ACT 2013:
Except as disclosed elsewhere in this report no material changes and commitments haveoccurred between the end of the financial year of the Company and date of this reportwhich could affect the Company's financial position.
I. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:
The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Auditors of the Company for inefficiency orinadequacy of such controls.
J. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:
No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.
K. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
The related party transactions entered during the year were in ordinary course ofbusiness and also on ami's length basis in compliance with the applicable provisions ofthe Companies Act 2013 and Listing Regulations.
All related party transactions are presented to the Audit Committee and the Boardifrequired for approval. Omnibus approval is obtained for the transactions which areforeseen and repetitive in nature.
There were no Materially Related Party Transactions i.e. transactions exceeding 10% ofthe annual consolidated turnover as per the last audited financial statements. Hence notransactions are required to be reported in Form AOC2.
The statement giving the details of Related Party transactions entered pursuant to theOmnibus Approval is placed before the Audit Committee for their approval on a Quarterlybasis.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website.
L. PARTICULARS OF LOANS. GUARANTEES. INVESTMENTS AND SECURITIES UNDER SECTION186 OF THE COMPANIES ACT. 2013:
Full particulars of loans guarantees investments and securities provided during thefinancial year under review along with the purposes for which such loans guarantees andsecurities are proposed to be utilized by the recipients thereof has been furnished inAtmexure - I which forms part of this report.
M. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT. 2013:
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.
N. DISCLOSURE UNDER SECTION 54(l)(d) OF THE COMPANIES ACT. 2013:
The Company has not issued any sweat equity shares during the year under review 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.
O. DISCLOSURE UNDER SECTION 62(lHb) OF THE COMPANIES ACT. 2013:
The Company has not issued any equity shares under Employees Stock Option
Scheme during the year under review and hence no information as per provisions ofSection 62(1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital andDebenture) Rules 2014 is furnished.
P. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT. 2013:
Dur ing the year under review there were no instances of non-exercising of votingrights in respect of shares purchased directly by employees under a scheme pursuant toSection 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures)Rules 2014 is furnished.
2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Change in Board Of Directors and Key Managerial Personnel during the year
In the Financial Year 2020-2021 there was reappointment of Mr. Rohit P. Shah asWhole-time Director of the Company.
In current Mr. Rohit P. Shah Mr. Dharmendra Mehta Mr. Suresh Argade and Mrs. RashmiDesai are the directors to the Board of the company.
Pursuant to Section 2(51) of the Companies Act 2013 read with the Rules framed thereunder the following persons have been designated as Key Managerial Personnel of theCompany:
1. Mr. Rohit P. Shah- Wholetime Drector
2. Mrs. Shruti Kulkarni- Company Secretary & Chief Financial Officer
B. DECLARATIONS BY INDEPENDENT DIRECTORS:
The Company has received declarations form all the Independent Directors under Section149(6) of the Companies Act 2013 confirming their independence vis-a-vis the Company.
3. DISCLOSURES RELATED TO BOARD. COMMITTEES AND POLICIES A. BOARD MEETINGS:
The Board of Directors met Seven times during the financial year ended 31s4 March 2021in accordance with the provisions of the Companies Act 2013 and rules made thereunder.
The Date on which the Board of Directors met during the financial year under review areas under;
B. AUDIT COMMITTEE MEETINGS:
During the year Four Audit Committee Meetings were convened and held.
The Date on which the members of Audit committee met during the financial year underreview are as under;
C. NOMINATION REMUNERATION COMMITTEE MEETINGS:
During the year Two Nomination Remuneration Committee Meetings were convened and held.
The Date on which the members of Nomination Remuneration committee met during thefinancial year under review are as under;
D. SEPARATE INDEPENDENT DIRECTORS MEETING:
During the year One Separate Meeting of Independent Directors was convened and held.
The Date on which the Independent directors met during the financial year under reviewis as under;
E. DIRECTOR'S RESPONSIBILITY STATEMENT:
In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31s* March 2021 the Board ofDirectors hereby confirms that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March 2021 and ofthe loss of the Company for that year;
c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d. the annual accounts of the Company have been prepared on a going concern basis;
e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;
f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
F. NOMINATION AND REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of the Act.
The composition of the committee is as under:
1. Mr. Dharmendra Mehta Chairman
2. Mr.Suresh Argade Director
3. Mrs. Rashmi Desai Director
The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.
Major criteria defined in the policy' framed for appointment of the Directors includingcriteria for determining qualifications positive attributes Independence etc are asunder:
I. Selection of Directors and Key Managerial Personnel:
In case of Executive Directors and Key Managerial Personnel the selection can be madein either of the ways given below:
a. by way' of recruitment from outside;
b. from within the Company hierarchy; or
c. Upon recommendation by the Chairman or other Directors.
The appointment may be made either to fill up a vacancy caused by retirementresignation death or removal of an existing Executive Director or it may be a freshappointment.
In case of Non-Executive Directors the selection can be made in either of the waysgiven below:
a. By way of selection from the data bank of Independent E>irectors maintained bythe Government.
b. Upon recommendation by Chairman or other Directors.
II. Qualifications Experience and Positive Attributes Of Directors
a. While appointing a Director it shall always be ensured that the candidate possessesappropriate skills experience and knowledge in one or more fields of finance lawmanagement sales marketing administration research corporate governance technicaloperations or other disciplines related to the Company's business.
b. In case of appointment as an Executive Director the candidate must have therelevant technical or professional qualifications and experience as are considerednecessary based on the job description of the position. In case no specific qualificationor experience is prescribed or thought necessary for the position then while recommendingthe appointment the job description to the Committee shall be provided and along withjustifications that the qualifications experience and expertise of the recommendedcandidate are satisfactory for the relevant appointment.
c. The Board while making the appointment of a Director shall also try to assess fromthe information available and from the interaction with the candidate that he is a fairachiever in his chosen field and that he is a person with integrity diligence and openmind.
III. Independence of Directors:
While making appointment of directors following principles shall be observed by theBoard as far as practicable:
a. There shall be a proper mix of Executive and Non-Executive Directors and Independentand non-independent directors on the Board. The Company shall always be in compliance ofthe provisions of Section 149 of the Companies Act 2013 as amended from time to time inthis regard.
b. There shall be a workable mix of directors drawn from various disciplines liketechnical finance commercial legal etc.
c. While appointing a director to fill in a casual vacancy caused by death resignationetc. of a director an effort shall be made as far as possible to appoint such a personin his place who has the relevant experience in the fields or disciplines in which theoutgoing director had with relevant expertise as requisite to Business of the Company.
d. No preference on the basis of gender religion or cast shall be given whileconsidering the appointment of directors.
While appointing independent directors the criteria for the independent directors aslaid down in Section 149 (6) of the Companies Act 2013 shall be followed.
G. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section. The Audit Committee comprises of:
1. Mr. Dharmendra Mehta Chairman
2. Mr. Suresh Argade Director
3. Mr. Rashmi Desai Director
The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act.
During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Audit Committee.
H. STAKEHOLDERS RELATIONSHIP COMMITTEE:
As per section 178(5) of the Companies Act 2013 your Company is not required toconstitute Stakeholders Relationship Committee.
I. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:
The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.
The employees of the Company have the right/option to report their concern/grievance tothe Chairman of the Audit Committee.
The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.
J. RISK MANAGEMENT POLICY:
The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a structured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.
K. ANNUAL EVALUATION OF DIRECTORS. COMMITTEE AND BOARD:
Nomination and Remuneration Committee of the Board had prepared and sent through itsChairman feedback forms for evaluation of the Board Independent Directors and theChairman. The Independent Directors at their meeting considered and evaluated the Board'sperformance performance of the Chairman and other nonindependent Directors. The Boardsubsequently evaluated performance of the Board the Committees and Independent Directors;without participation of the concerned Director.
As stipulated by the Code of Independent Directors under the Companies Act 2013 aseparate meeting of the Independent Directors of the Company was held to review theperfonnance of Non-independent Directors (including the Chairman) and the Board as whole.
Performance evaluation of Independent Directors was conducted by the Board ofDirectors excluding the Director being evaluated. The criteria for performance evaluationof Independent Directors laid down by the Nomination Remuneration and CompensationCommittee is as below:
Ethics and values
knowledge and proficiency
Behavioral traits and
Efforts for personal development
Similarly perfonnance evaluation of the Chainnan and Non - Independent Directors wascarried out by the Independent Directors.
L. INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations are in place have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.
M. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHERDISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES. 2014:
None of the Directors was in receipt of remuneration during the year under review.
4. AUDITORS AND REPORTS
The matters related to Auditors and their Reports are as under:
A. APPOINTMENT OF AUDITORS:
The Equity Shareholders of the Company in their Thirty Fourth Annual General Meetingheld on 30th September 2020 had accorded their approval pursuant to the provisions ofSections 139 and other applicable provisions of Companies Act 2013 and Rules made thereunder to appoint M/s MAPS & Company Chartered Accountants (ERN No. 118913W) as theStatutory Auditor of the Company for the period of five years commencing from theconclusion of Thirty Fourth Annual General Meeting until the conclusion of Thirty NinthAnnual General Meeting. Any qualification reservation or adverse remark or disclaimer inthe Auditors' Report to the Members read alongwith notes to the accounts are selfexplanatory needs no further clarification or explanation.
Pratik M. Shah Company Secretaries Membership No. FCS 7431) (CP No. 7401) has beenappointed as Secretarial Auditor of the Whitehall Commercial company Ltd. for thefinancial year 2020-21.
Necessary resolution for appointment of the said Auditors is included in the Notice ofAGM for seeking approval of members.
B. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31ST MARCH2021:
The observations made by the Statutory Auditors in their report for the financial yearended 31s1 March 2021 read with the explanatory notes therein are self-explanatory andtherefore do not call for any further explanation or comments from the Board underSection 134(3) of the Companies Act 2013.
C. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH. 2021:
As per the provisions of Section 204 read with Section 134(3) of the Companies Act2013 mandates the Company to obtain Secretarial Audit Report from Practicing CompanySecretary. Pratik M. Shah Company Secretaries have been appointed to issue SecretarialAudit Report for the financial year 2020-21.
Secretarial Audit Report issued by Pratik M. Shah Company Secretaries in Form MR- 3for the financial year 2020-21 forms part to this report. Pursuant to the Section 134(3)of the Companies Act 2013 and with respect to the observation made by the SecretarialAuditors of the Company on the compliance of Laws/Acts the Board of Directors states asunder;
I. Non appointment of Internal Auditor
Management Response: The Company is in process of taking necessary steps to comply withthe above mention observation raised in the Secretarial Audit Report.
II. Non Compliance with the provisions of section 149(10) Section 177(2) & Section178(1) of the Companies Act 2013 with respect to compliance requirement related toreappointment of an independent director.
Management Response: The Company is in process of taking necessary steps to comply withthe above mention observation raised in the Secretarial Audit Report
III. Non Compliance of Regulation 31(2) and Regulation 31(3) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015
Management Response: The Promoters of the Company have initiated the process ofdematerialization to convert its physical shares into demat form. At present 89.78% of thetotal Promoter's Shares are in demat form.
The Company initiated proper steps to comply with above mentioned observation raised inSecretarial Audit Report.
D. FRAUD REPORTING:
During the year under review there were no instances of material or serious fraudfalling under Rule 13(1) of the Companies (Audit and Auditors) Rules 2013 by officers oremployees reported by the Statutory Auditors of the Company during the course of the auditconducted.
5. OTHER DISCLOSURES
Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under:
A.. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 134(3) (a) of the Companies Act 2013 Extract ofthe
Annual Return for the financial year ended 31st March 2021 made under the provisionsof Section 92(3) of the Act is attached as Anncxure If which forms part of this Report.
B. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.
During the year under review the Company has neither earned nor used any foreignexchange.
C. DISCLOSURE RELATED TO PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:
The Directors further state that Pursuant to the provisions of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 no case pertainingto sexual harassment at workplace has been reported to Company during F.Y. 2020-21.
D. CORPORATE GOVERNANCE:
Pursuant to the Regulation 15 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 which is effective from 01st December 2015 the Companyis not required to comply with provisions of Corporate Governance as its Paid up capitalis less then Rs. 10 Crore and its net worth is also less than Rs. 25 Crore as on31/03/2021.
E. ACCOUNTING POLICY:
Indian Accounting Standards (1ND AS) - IFRS Converged Standard. Your Company hasadopted Indian Accounting Standards ("Ind AS") for the accounting periodsbeginning on 1st April 2020 pursuant to Ministry of Corporate Affairs Notification dated16th February 2015 notifying the Companies (Indian Accounting Standard) Rules 2015.
F. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
A detailed analysis of your Company's performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.
6. ACKNOWLEDGEMENTS AND APPRECIATION:
Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.
For and on behalf of the Board