Your Directors hereby present the 40th Annual Report together with theaudited Financial Statements of the Company for the Financial year ended 31stMarch2020.
The Company's financial performance for the financial year ended 31stMarch2020 is summarised below:
|Particulars ||2019-20 ||2018-19 |
|Revenue from Operations ||1495624 ||2826257 |
|Other Income ||- ||- |
|Total ||1495624 ||2826257 |
|Profit before Finance Cost Depreciation & Taxation ||592955 ||444911 |
|Less: Finance Cost ||- ||- |
|Less: Depreciation ||- ||- |
|Profit before Taxation ||592955 ||444911 |
|Less: Tax Expenses ||154168 ||117059 |
|Profit after Tax ||438787 ||327860 |
|Profit for the year ||438787 ||327860 |
Your Directors have not recommended any dividend in view of the optimum profit in thepresent financial year in order to maintain a healthy capital adequacy ratio to supportlong term growth ofyour company.
RESERVES AND SURPLUS
Your Directors have proposed to transfer Rs. 87757/-to the Statutory Reserve Fund inthe present financial year as per the guideline prescribed by the Reserve Bank of Indiabeing a Non-Banking Financial Company.
BUSINESS OPERATIONS & OUTLOOK
The Company being an Finance and Investment Company presently invests to acquire selltransfer subscribe for hold and otherwise deal in and invest in any shares bondsstocks issued or guaranteed by any Company and also provide financial assistance by way ofprivate financing to the identified groups.
The business of the Company largely depends on the consumers spending power.
CHANGE IN NATURE OF BUSINESS
There is no change in the nature of business of the Company during the year.
SHARE CAPITAI. OF THE COMPANY
The authorised share capital of your company as on 31st March 2020 was Rs. 36000000(Rupees Three Crores Sixty Lakhs only) divided into 3600000 equity shares of Rs. 10/-each (previous year 3600000 equity shares of Rs. 10/- each)
The paid up equity share capital of your Company as on 31st March 2020 was Rs.32800000 (Rupees Three Crores Twenty Eight Lakhs only) divided into 3280000 equityshares of the face value of Rs. 10/- each fully paid up (previous year Rs. 32800000divided into 3280000 equity shares of the face value of Rs. 10/- each fully paid up).
RISKS AND AREAS OF CONCERN
The Company has laid down a well defined Risk Management Policy covering the riskmapping trend analysis risk exposure potential impact and risk mitigation process. Adetailed exercise is being carried out to identify evaluate manage and monitor bothbusiness and non-business risks. The Board periodically reviews the risks and suggestssteps to be taken to control and mitigate the same through a properly defined framework.
SUBSIDIARIES. 1QINT VENTURES AND ASSOCIATE COMPANIES
The company had no subsidiary joint venture and associate company during the yearunder review.
EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form No. MGT-9 is annexed to this report as "AnnexureA".
DIRECTORS AND KEY MANAGERIAL PERSONNEL
fal Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act 2013 read withCompanies (Appointment and Qualifications of Directors) Rules 2014 and the Articles ofAssociation of the Company none of the Directors of the Company retires by rotation atthe ensuing Annual General Meeting of the Company.
The Board of Directors of the Company has appointed Mrs. Archana Pramod Wani (DIN:03121886) was appointed as an Additional Director by the Board with effect from 23rd April2020 pursuant to Section 161 of the Companies Act 2013 read with Articles of Associationof the Company. Pursuant to the provisions of Section 161(1) of the Companies Act 2013Mrs. Archana Pramod Wani (DIN: 03121886)will hold office up to the date of the ensuingAGM was appointed as Additional Director in terms of the Disclosure Requirements)Regulations 2015. It is proposed to appoint Mrs. Archana Pramod Wani (DIN: 03121886) asNon-Executive Director under Section 149 read with Schedule IV to the Act of the CompaniesAct 2013 and received in writing a notice from a member proposing her candidature forthe office of Director. Your Board recommends her appointment as a Non-Executive Directorof the company. Brief resume of the Director proposed to be appointed/re-appointed asstipulated under Regulation 26(4) and 36(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 is given in the Notice convening the 40lhAnnualGeneral Meeting of the Company.
Mr. Anil Mandal (DIN: 08291619) Non-Executive Independent Director of the companyresigned from Directorship of the Company with effect from 27thJanuary 2020.The Board places on record its appreciation for the valuable services rendered by themduring their tenure with the Company.
Mrs. Damayanti Ghatalia (DIN: 05288741) Executive Director of the company cessessedfrom Directorship of the Company with effect from 24th January 2020 due to saddemise.
The Board places on record its appreciation for the valuable services rendered by themduring their tenure with the Company.
fdl Declaration from Independent Directors
The Company has received declaration from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under Section149(6) of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure.
fel Annual Performance and Board Evaluation
The Board has devised a policy pursuant to the provisions of the Companies Act 2013and the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 forperformance evaluation of the Chairman Board and Individual Directors (includingIndependent Directors) and Committees which includes criteria for performance evaluationof Non-Executive Directors and Executive Directors.
The Board has devised questionnaire to evaluate the performances of Board BoardCommittees and individual Directors and Chairperson. The Chairman of respective BoardCommittees shared the report on evaluation with the respective committee members. Theperformance of each Committee was evaluated by the Board based on report on evaluationreceived from respective Board Committees. The reports on performance evaluation of theindividual Directors were reviewed by the Chairman of the Board.
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:
i. Attendance at Board Meetings and Committee Meetings;
ii. Quality of contribution to Board deliberations;
iii. Strategic perspectives or inputs regarding future growth of Company and itsperformance;
iv. Providing perspectives and feedback going beyond information provided by tbemanagement.
v. The details of the programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company.
Key Managerial Personnel fKMPl
The Key Managerial Personnel of the Company are as follows:
|Nimit Rajesh Ghatalia ||C.E.O |
|Bina Rajesh Ghatalia ||C.F.O |
|Himani Gupta ||Company Secretary |
MANAGERIAL REMUNERATION AND OTHER DETAILS
The Company earned minimal profit during the year so the Company has not provided anyManagerial Remuneration to the Directors.
AUDIT COMMITTEE AND ITS COMPOSITION
The Audit Committee of the Company reviews the reports to be submitted to the Board ofDirectors with respect to auditing and accounting matters. It also overviews the Company'sinternal control and financial reporting process.
As on 31stMarch 2020 the Audit Committee comprised of the followingdirectors:
|Name ||Designation |
|Lalit Radha Krishna Tulsiani ||Chairman & Independent Director |
|Chetan Kiritbhai Mehta ||Member Independent Director |
|Nimit Rajesh Ghatalia ||Member Executive Director |
Mrs. Himani Gupta Company Secretary of the Company acts as the Secretary of the AuditCommittee.
MEETINGS OF THE BOARD
During the financial year 2019-2020 the Board met 8 (Eight) times viz. 30thMay201910th June 201913lhAugust 2019 31st August 201903rJ September 2019 13thNovember 2019 27th January2020 and 16th March 2020. The intervening gap between any two consecutivemeetings was within the period as prescribed under the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors to the best of their knowledge and belief and according to theinformation and explanations obtained by them and as required under Section 134(5) of theCompanies Act 2013 state that:
(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 have 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 profit of the Company for that period;
(c) the Directors have 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 have prepared the annual accounts on a going concern basis;
(e) the Directors have 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 have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
During the financial year under review the Company has not accepted any depositswithin the meaning of Section 73 and 76 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT.2013
Loans guarantee or Investment as per Section 186 of the Companies Act 2013 areprovided in the Audit report.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY.
Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company has occurred between the ends of thefinancial year of the Company 31st March 2020 till the date of this report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVE
As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand crores or more or a net profit of rupees five crore ormore during any financial year the disclosures as per Rule 9 of Companies [CorporateSocial Responsibility Policy) Rules 2014 is not applicable.
WHISTI.R BI.OWF.R / VIG1I MECHANISM POLICY
As required under section 177[9) & [10) of the Companies Act 2013 the Company hasestablished a mechanism for Directors and employees to report concerns about unethicalbehaviour actual or suspected fraud or violation of code of conduct or ethics policy.The mechanism also provides for adequate safeguards against victimization of director(s) /employee[s) who avails of the mechanism and also provides for direct access to theChairman of the Audit Committee in the exceptional cases. Vigil Mechanism policy is dulyposted on the website of the company. We affirm that during the financial year 2019-2020no employee or director was denied access to the Audit Committee.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with theCode.
Pursuant to the provisions of Section 139 of the Companies Act 2013 and Rules madethere under and based on the recommendation of the Audit Committee the Board of Directorsof the Company has ratified the appointment of M/s DMKH & Co. Chartered Accountants[Firm's Registration No. 116886W) Mumbai as the Statutory Auditors of the Companysubject to the approval of the Members of the Company in the Company's ensuing AnnualGeneral Meeting. M/s DMKH & Co. shall hold office for a term of five years from theconclusion of the 38thAnnual General Meeting until the conclusion of the 43rdAnnual General Meeting of the Company to be held in the year 2023 subject to ratificationof their appointment by the members if required at every intervening Annual GeneralMeeting held after this Annual General Meeting. The proposal of their appointment isincluded in the Notice of the ensuing Annual General Meeting for approval of the Membersof the Company. M/s DMKH & Co has furnished written consent and a confirmation to theeffect that they are not disqualified to be appointed as the Statutory Auditor of theCompany in terms of the provisions of Section 139 of the Companies Act 2013 and Rulesframed there under.
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 had appointedCS Par bat Chaudhari Practising Company Secretary [C.P.No 22429] to undertakeSecretarial Audit of the Company for the financial year 2019-2020. The Secretarial AuditReport is annexed to this report as "Annexure B".
Our Company being an NBFC not meeting the criteria of appointing the cost Auditor.Hence the same is not applicable on our company.
AUDITORS' REPORT AND SECRETARIAL AUDITORS' REPORT
There are no qualifications reservations or adverse remarks or disclaimer neither madeby the Statutory Auditor in their Auditors' report nor by the Secretarial Auditor in theirSecretarial Audit Report for the financial year 2019-2020.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars in respect of conservation of energy technology absorption foreignexchange earnings and outgo is annexed to this report as "Annexure C".
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Management Discussion and Analysis Report havebeen made a part of the Annual Report and is annexed to this report as "AnnexureD".
Pursuant to the Regulation 15 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Corporate Governance Report and Certificate ofNon-disqualification of Directors are not applicable
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOINGCONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There was no significant or material order passed by any regulator or court ortribunal which impacts the going concern status of the Company or will have any bearingon Company's operations in future.
INTERNAL FINANCIAL CONTROL SYSTEMS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place proper and adequate internal control systems commensurate withthe nature of its business size and complexity of its operations. Internal controlsystems comprising of policies and procedures are designed to ensure reliability offinancial reporting compliance with policies procedures applicable laws and regulationsand that all assets and resources are acquired economically and used efficiently and areadequately protected.
PREVENTION. PROHIBITION & REDRESSAL OF THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place an internal complaint committee under section 4 of The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Duringthe year no complaint was filed before the said committee.
Your Directors wish to place on record their sincere appreciation for the continuedcooperation guidance support and assistance extended during the year under report by theCompany's bankers customers suppliers shareholders and the Government agencies. TheBoard of Directors wishes to express its appreciation for the valuable contribution madeby the employees and workmen at all levels during the year under report
For and on behalf of the Board of Directors Worth Investment & Trading Co. Ltd
|Place: Mumbai ||Sd/- Mihir Rajesh Ghatalia Director DIN:00581005 |
Date: 5th December 2020.
|Sd/- Nimit Rajesh Ghatalia Director& CEO DIN:07069841 |