Yantra Natural Resources Ltd.
|BSE: 531693||Sector: Others|
|NSE: N.A.||ISIN Code: INE903B01023|
|BSE 00:00 | 04 Mar||Yantra Natural Resources Ltd|
|NSE 05:30 | 01 Jan||Yantra Natural Resources Ltd|
|BSE: 531693||Sector: Others|
|NSE: N.A.||ISIN Code: INE903B01023|
|BSE 00:00 | 04 Mar||Yantra Natural Resources Ltd|
|NSE 05:30 | 01 Jan||Yantra Natural Resources Ltd|
Your Directors are pleased to present their Annual Report on the Business andoperations of the Company together with the Audited Statement of Accounts for the yearended 31st March 2020.
The financial performance of your Company for the year ended March 31 2020 issummarized below:
(Rupees in Lacs)
Business performance and Segment Reporting
The turnover of the Company has declined during the year i.e. Rs.Nil compared to Rs.77.14 lacs of previous year. This has slight impact on the profitability of the Companythe loss during the year was of Rs. 38.22 lacs (previous years Rs. 12.92 lacs). Thecompany is engaged in the trading business of textiles related products which as perAccounting Standard 18 is considered the only reportable business.
Management Discussion and Analysis Report:
To avoid duplication between the Directors Report and the Management Discussion andAnalysis Report for the year we present below a composite summary of performance of thevarious business & functions of the Company.
The trend in slowdown in global growth continued during the year. India was the fastestgrowing large economy with a stable currency that performed better than the most emergingmarket currencies. If the industry players manage to restructure their operations as perthe new realities success will not be very hard to find now. India growth story remainedreasonably positive due to stable domestic consumption lower commodity & energyprices & hence improving macroeconomic parameters. However there are some negativefactors like drought rising Non-Performing Assets (NPA) of Banks & low credit growth.The Company is into trading activities of textiles related products.
The Company main activities are trading into textiles related items. The Company isexploring various options to improve margins of the Company by having tight control onexpenses & exploring various business activities. Chinese products had flooded ourmarkets which has impact on every Indian Companies including us.
Despite various adverse factors we firmly believe that Indian economic will grow andhence the growth of textiles sector presents us with exciting opportunities like India'slong-term growth story remains intact notwithstanding declining growth in the past year ortwo. This presents vast opportunities for us to grow our businesses in the medium to longterm though short-term pain remains a possibility. We further believe the policyliberalization and forward-looking regulatory changes will help markets grow in size.
While positive Government policies and regulatory changes do enlarge the scope ofopportunities for textiles sector companies lack of or delay in reforms or certainregulatory changes can significantly impact the performance or make an existing businessmodel unviable. The growth in the sector is very good and Management expects betterresults in for the coming year. The Company is targeting lower segment of the marketwhere the margins are low but there is huge market as Tier II & Tier III cities aremore sensitive to prices but they are also looking to various international brands. TheManagement of the Company is not able to quantify the economic impact of lock down andCOVID-19 effect. As and when it will be quantified the Board will declare it.
Adequacy of Internal Control:
The Company has robust internal control systems in place which are commensurate withthe size and nature of the business. The internal controls are aligned with statutoryrequirements and designed to safeguard the assets of the Company. The internal controlsystems are complemented by various Management Information System (MIS) reports coveringall areas. Increased attention is given to auto generation of MIS reports as againstmanual reports to take care of possible human errors or alteration of data. The Managementreviews and strengthens the controls periodically.
Human Resource Development
The Company recognizes the importance of Human Resource as a key asset instrumental inits growth. The Company believes in acquisition retention and betterment of talented teamplayers. With the philosophy of inclusive growth the Company has redefined itsperformance management system. The new system focuses on progression of individualemployees together with organizational goals. Under the new system increased thrust willbe on job rotation and multi-skilling.
The company recognizes the importance of human value and ensures that properencouragement both moral and financial is extended to employees to motivate them.
The Company is into single reportable segment only Compliance
The Compliance function of the Company is responsible for independently ensuring thatoperating and business units comply with regulatory and internal guidelines. TheCompliance Department of the Company is continued to play a pivotal role in ensuringimplementation of compliance functions in accordance with the directives issued byregulators the Company's Board of Directors and the Company's Compliance Policy. TheAudit Committee of the Board reviews the performance of the Compliance Department and thestatus of compliance with regulatory/internal guidelines on a periodic basis.
New Instructions/Guidelines issued by the regulatory authorities were disseminatedacross the Company to ensure that the business and functional units operate within theboundaries set by regulators and that compliance risks are suitably monitored andmitigated in course of their activities and processes.
Investors are cautioned that this discussion contains statements that involve risks anduncertainties. Words like anticipate believe estimate intend will expect and othersimilar expressions are intended to identify "Forward Looking Statements". Thecompany assumes no responsibility to amend modify or revise any forward lookingstatements on the basis of any subsequent developments information or events. Actualresults could differ materially from those expressed or implied.
The Board of Directors does not recommend any Dividend for the year under review ShareCapital
The Company has not changed the capital structure during 2019-20.
Out of the profits available for appropriation no amount has been transferred to theGeneral Reserve and the balance amount of Rs. 38.22 lacs has been carried orward to profit& loss account.
Acceptance of Fixed Deposits:
The Company has not accepted any Fixed Deposits from general public within the purviewof Section 73 of the Companies Act 2013 read with the Companies (Acceptance of Deposit)Rule 2014 during the year under review.
Subsidiaries Joint Ventures and Associates Companies:
The Company does not have any subsidiaries joint venture & associates Company.Particulars of Contract or Arrangement with Related Party
There is no transaction with Related Party which requires disclosure under Section134(3) (h) of the Companies Act 2013and Rule 8(2) of the Companies (Accounts) Rules2014. There being no material related party transactions as defined under Regulation 23 ofthe SEBI (LODR) Regulations 2015 there are no details to be disclosed in Form AOC - 2 inthat regard. The policy on materiality of related party transactions and also on dealingwith related party transactions as approved by the Board may be accessed on the Companywebsite www.yantranaturalltd.com. All related party transactions which were entered intoduring the year were on arm's length basis and were in the ordinary course of business anddid not attract provisions of section 188 of the Companies Act 2013 and were also notmaterial related party transactions under Regulation 23 of the SEBI (LODR) Regulations2015. There is no material transactions entered into with related parties during theperiod under review which may have had any potential conflict with the interests of theCompany. Pursuant to Regulation 26(5) of the SEBI (LODR) Regulations 2015 seniorpersonnel made periodical disclosures to the Board relating to all material financial andcommercial transactions where they had or were deemed to have had personal interest thatmight have been in potential conflict with the interest of the Company & same was nil.
Loans Investment and Guarantees by the Company
There is no loan given investment made guarantee given or security provided by theCompany to any entity under Section 186 of the Companies Act 2013. Particulars ofInvestment made/loan given under section 186 of the Companies Act 2013 are provided inthe financial statement.
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 observations has been received from the Auditor of the Company for inefficiency orinadequacy of such controls.
Disclosures under Section 134(3) (I) of the Companies Act 2013
No material changes and commitments which could affect the Company financial positionhave occurred between the end of the financial year of the Company and the date of thisreport except as disclosed elsewhere in this report.
There was no change in the composition of the Board of Directors of the Company duringthe year under review.
Mr. Sunil Vishindas Nagpal (DIN: 06799707) Director of the Company was reappointed whoretires by rotation and being eligible offers himself for reappointment.
Directors Remuneration Policy
The Board on the recommendation of the Nomination and Remuneration Committee has frameda Remuneration policy providing criteria for determining qualifications positiveattributes independence of a Director and a policy on remuneration for Directors keymanagerial personnel and other employees. The detailed Remuneration policy is placed onthe Company's website www.yantranaturalltd.com
Consolidated Financial Statement
The audited consolidated financial statement of the Company prepared in accordance withrelevant Accounting Standards (AS) issued by the Institute of Chartered Accountants ofIndia forms part of this Annual Report. The Compliance Officer will make these documentsavailable upon receipt of a request from any member of the Company interested in obtainingthe same. These documents will also be available for inspection at the Registered Officeof your Company during working hours up to the date of the Annual General Meeting.
Number of Meeting of Board of Directors
The Board of Directors have met 4 times during the year ended 31st March 2020 inaccordance with the provisions of the Companies Act 2013 and rules made there under. Allthe Directors actively participated in the meetings and contributed valuable inputs on thematters brought before the Board of Directors from time to time.
Declarations by Independent Director
Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013.
Pursuant to the provisions of section 139 of the Companies Act 2013 and the Rules madethere under the current auditors of the Company M/s. Tejas Nadkarni & AssociatesChartered Accountants be and are hereby appointed as Statutory Auditors of the Company tofill the casual vacancy caused by the resignation of M/s. Mohandas & Co. CharteredAccountants Mumbai who is eligible to hold the office for a period of five years up to2025. However their appointment as Statutory Auditors of the Company is subject toratification by the Members at every AGM. The Company has received a certificate from theAuditor that he is not disqualified for re-appointment within the meaning of Section 141of the Companies Act 2013 and his appointment if made would be within the limitsspecified in Section 139 of the said Act.
Necessary Resolution for ratification of appointment of said Auditor is included in theNotice of AGM for seeking approvals of the Members.
The observations and comments furnished by the Auditors in their report read togetherwith the notes to Accounts are self-explanatory and hence do not call for any furthercomments under Section 134 of the Companies Act 2013.
Directors Responsibility Statement:
In accordance with the requirement of Section 134 of the Companies Act 2013 the Boardof Directors of the Company confirms:
i. In the preparation of the annual accounts for the financial year ended 31st March2020 the applicable accounting standards have been followed along with proper explanationrelating to material departure.
ii. That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for the year ended 31st March2020.
iii That the Directors have taken sufficient and proper care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting material fraudand other irregularities.
iv. That the Directors have prepared the Annual Accounts on a going concern basis.
v. There are no material changes & commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate & the date of the report.
vi. There are proper systems have been devised to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
vii. That the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
viii. Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the Company's internal financial controls were adequate and effectiveduring FY 2019-20.
Annual Evaluation by the Board of Its Own Performance Its Committees and IndividualDirectors
The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual Directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company. Information on themanner in which the annual evaluation has been made by the Board of its own performanceand that of its Committee and individual Directors is given in the Corporate GovernanceReport.
Details of Committee of Directors
Composition of Audit Committee of Directors Nomination and Remuneration Committee ofDirectors and Stakeholders Relationship/Grievance Committee of Directors number ofmeetings held of each Committee during the financial year 201920 and meetings attended byeach member of the Committee as required under the Companies Act 2013 are provided inCorporate Governance Report and forming part of the report.
The recommendation by the Audit Committee as and when made to Board has been acceptedby it.
During the year Management of the Company evaluated the existing Risk ManagementPolicy of the Company to make it more focused in identifying and prioritizing the risksrole of various executives in monitoring & mitigation of risk and reporting process.Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. TheRisk Management Policy has been reviewed and found adequate to the requirements of theCompany and approved by the Board. The Management evaluated various risks and that thereis no element of risk identified that may threaten the existence of the Company.
Secretarial Audit Report
A Secretarial Audit Report for the year ended 31st March 2020 in prescribed form dulyaudited by the Practicing Company Secretary Chirag Jain Mumbai is annexed herewith andforming part of the report.
Reply to the qualification Remarks in Secretarial Audit Report:
a) The Company has not appointed CEO/CFO.
The Company is in process of appointment of CEO/CFO of the Company.
b) The Company has not published notice of meeting of the board of directors wherefinancial results shall be discussed and financial results as required under Regulation47of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
Though the Company has not published notice for Financial Result and financial resultthe company has uploaded the same on Website of the company and also submitted to BSELimited.
c) The Company had not appointed Company Secretary during the year under review. TheCompany is in the Process of the same.
d) The Company has not paid Annual Listing Fees for the F.Y. 2019-20.
The Company is in the Process of the same.
Extract of Annual Return
Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report. (Annexure - I)
Pursuant to the SEBI (LODR) Regulations 2015 a separate section on CorporateGovernance forms part of the Annual Report. All Board members and Senior Managementpersonnel have affirmed compliance with the Code of Conduct for the year 2019-20. Adeclaration to this effect signed by the Managing Director of the Company is contained inthis Annual Report. The Managing Director and CFO have certified to the Board with regardto the financial statements and other matters as required under Regulation 17(8) of theSEBI (LODR) Regulations 2015.
Certificate from the Statutory Auditors of the Company regarding compliance ofconditions of Corporate Governance is annexed to this Report.
Whistle Blower Mechanism
The Company has put in place Whistle Blower Mechanism. The detailed mechanism is givenin Corporate Governance Report forming part of this report.
Corporate Social Responsibility CSR)
Detailed information on Corporate Social Responsibility Policy developed &implemented by the Company on CSR initiatives taken during the year pursuant to section135 of the Companies Act 2013 is given in the Annual Report on CSR activities.
Managing Director's Certificate
A Certificate from the Managing Director in respect of the Financial Statements formspart of the Annual Report.
Conservation Of Energy Technology Absorptions and Foreign Exchange Earnings and Outgo
The information relating to the conservation of energy technology absorption foreignexchange earnings and outgo under provisions of 134 of the Companies Act 2013 is notapplicable to the Company considering the nature of its business activities. Further theCompany has not earned nor spends foreign exchange during the year under review.
Significant and Material Orders Passed By the Regulators or Courts
During the year under review there were no significant and material orders passed bythe regulators or courts or tribunals which may impact the going concern status of theCompany and its operations in future except that the trading in the securities of theCompany was suspended by BSE Limited on 28th August 2015 on surveillance ground forwhich the Company has submitted various documents to BSE. The Company has no role to playin the volume & price movement of the securities of the Company which BSE could notestablish till date.
Presentation of Financial Statements
The financial statements of the Company for the year ended 31st March 2020 have beendisclosed as per Schedule III to the Companies Act 2013.
A copy of audited financial statements of the said Companies will be made available tothe members of the Company seeking such information at any point of time. A cash flowstatement for the year 2019-2020 is attached to the Balance Sheet. Pursuant to thelegislation 'Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace Act 2013' introduced by the Government of India the Company has a policy onPrevention of Sexual Harassment at workplace. There was no case reported during the yearunder review under the said policy.
Details as required under the provisions of section 197 (12) of the Companies Act 2013read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are placed on the Company's website i.e. www.yantranaturalltd.com as anAnnexure to the Director Report. Details as required under the provisions of section 197(12) of the Companies Act 2013 read with Rule 5(2) and 5(3) of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are placed on the Company's websitei.e. www.yantranaturalltd.com as an Annexure to the Director Report. A physical copy ofthe same will be made available to any shareholders on request. A cash flow statement forthe year 2019-20 is attached with the Balance-Sheet.
Other Corporate Information:
The Company not changed its Registered Office during the year under Review.Acknowledgement
The Directors take this opportunity to thank the Financial Institutions BanksBusiness Associates Central and State Government authorities Regulatory authoritiesStock Exchanges and all the various stakeholders for their continued co-operation andsupport to the Company and look forward to their continued support in future.
The Company thanks all of the employees for their contribution to the Company'sperformance. The Company applauds all the employees for their superior levels ofcompetence dedication and commitment to your Company.
By Order of the Board
For Yantra Natural Resources Limited