Your Directors have pleasure in presenting the 27th Annual Report of the Companytogether with the Audited Financial Statements for the year ended March 31 2020.
(Rs. In "000")
|Particulars ||Year Ended March 31 2020 ||Year Ended March 31 2019 |
|Revenue from Operations ||675.00 ||3763.68 |
|Other Income ||7290.30 ||9248.39 |
|Profit/(loss) before Interest & Financial Charges Depreciation Exceptional items and Tax ||(217.27) ||3336.79 |
|Less: Depreciation ||1133.03 ||1158.27 |
|Less: Interest & Financial Charges ||977.96 ||915.96 |
|Profit/(loss) before Exceptional item and Tax ||(2328.26) ||1262.56 |
|Add: Exceptional items ||- ||116.93 |
|Profit/(loss) before tax ||(2328.26) ||1379.49 |
|Less: Provision for Taxation || || |
|Current Year Tax ||- ||168.85 |
|Previous Year Tax ||37.46 ||- |
|Deferred Tax- MAT ||- ||(168.85) |
|Profit/(loss) after Tax ||(2365.72) ||1379.49 |
|Add: Balance brought forward from previous year ||(14104.07) ||(23557.09) |
|Add: Other Comprehensive Income ||(27683.12) ||8073.53 |
|Less: Transfer to any reserve ||- ||- |
|Balance Carried to Balance Sheet ||(44152.91) ||(14104.07) |
REVIEW OF OPERATIONS
The financial year 2019-20 has indeed been a challenging year for all the industriesand the economy. During the year under review total income of the Company is Rs 7965.30thousand as compared to last year's total income of Rs 13012.07 thousand and the companyhas incurred a loss of Rs. 2365.72 thousand (before : Other Comprehensive Income) duringthe year under review.
Company is mainly engaged into the trading business of various types of commodities andgoods. The company is also exploring of importing commodities used for industrial andother uses and indigenous trading business of agricultural commodities and other items.The Board of Directors look towards the future performance with a positive approach.
In view of losses during the year under review the directors do not recommend anydividend for the year ended March 312020.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The outbreak of pandemic Covid-19 all over the world has disturbed the politicalsocial economic religious and financial structures of the whole world. World's topmosteconomies such as the US China UK Germany France Italy Japan and many others are atthe verge of collapse. Besides Stock Markets around the world have been pounded. Manyexperts on economic and financial matters have warned about the worsening condition ofglobal economic and financial structure as "a recession at least as bad as during theGlobal Financial Crisis or worse". Moreover Covid-19 is harming the global economybecause the world has been experiencing the most difficult economic situation since WorldWar-II. When it comes to the human cost of the Corona virus pandemic it is immeasurabletherefore all countries need to work together with cooperation and coordination to protectthe human beings as well as limit the economic damages. For instance the lockdown hasrestricted various businesses such as travelling to contain the virus consequently thisbusiness is coming to an abrupt halt globally. The spread of the epidemic is picking upspeed and causing more economic damages. It also observed that the economic recovery fromthis fatal disease is only possible by 2021 because it has left severe impacts on theglobal economy and the countries face multiple difficulties to bring it back in a stablecondition. Most of the economists have already predicted about the recession to happenbecause there is no surety and still no one knows that how for this pandemic fall and howlong the impact would be is still difficult to predict. The pandemic crisis is challenginggovernments to implement monetary and fiscal policies that support credit markets andsustain economic activity.
The COVID-19 outbreaks in India and two months of lockdown longer in some areas haveled to a sudden stop in the economy. The India Economy is witnessing a significantslowdown with GDP growth at 4.7% in Q3 2019-20 its lowest in nearly seven years. TheCOVID-19 outbreak has compounded the challenges and could send the economy hurtling towarda recession
The economic impact of the 2019-20 coronavirus pandemic in India has been largelydisruptive. The World Bank and credit rating agencies have downgraded India's growth forfiscal year 2021 with the lowest figures India has seen in three decades since India'seconomic liberalization in the 1990s. The former Chief Economic Advisor to the Governmentof India has said that India should prepare for a negative growth rate in FY21. Howeverthe International Monetary Fund projection for India for the Financial Year 2021-22 of1.9% GDP growth is the highest among G-20 nations.
The Government of India is aiming to attract companies that wish to move out of Chinaor are looking for an alternative to China
The Prime Minister in an address to the nation said that the coronavirus crisisshould be seen as an opportunity laying emphasis on domestic products and "economicself-reliance" an Atmanirbhar Bharat through an Atmanirbhar Bharat Abhiyan. The aimof an Atmanirbhar Bharat Abhiyan is to "spur growth" and "selfrelianceIndia". The 'Self-reliant India Mission' is a repackaged version of Make in India.
RISK AND CONCERNS
The pandemic and consequent lockdown have hit various sectors including MSMEhospitality civil aviation agriculture and allied sector.
The pandemic has paralyzed economies compelling businesses to re-evaluate theirstrategies. Companies will need to build their financial muscle and focus on developing alean structure to stir through the uncertain business environment.
The global nature of the outbreak coupled with its high intensity and longduration is expected to change the business landscape by way of shift in trade flowsinvestments and consumption patterns. Hence the priority for businesses should be todraft a comprehensive action and recovery plan to mitigate the risks and address the mainchallenges.
Restrictions on travel and hospitality services have wreaked havoc on the bulkinstitutional sales and foodservice businesses of the FMCG companies.
Since the imposition of the nationwide lockdown FMCG companies and retailersare dealing with challenges primarily around three highly interconnected issues: surge indemand & depletion of inventory reduction in workforce and supply chain disruption.
The impact on the all sectors would be long-term reflected in the decline inrevenue due to the low utilization of assets. Cash flows and working capital of firms willalso remain strained.
With social distancing becoming a norm at least for the next few more monthsboth travel & tourism and entertainment sectors are not expected to recover soon.Furthermore unemployment and fall in income levels would aggravate the situation.
The nationwide lockdown in India will have a sizeable impact on the economymainly on consumption which is the biggest component of GDP.
Reduction in the urban transaction can lead to a steep fall in the consumptionof non-essential goods. It can be severe if disruption causes by the nationwide lockdownand affect the availability of essential commodities.
Due to weak domestic consumption and consumer sentiment there can be a delay ininvestment which further add pressure on the growth.
OPPORTUNITIES & THREATS
Post-COVID-19 some economies are expected to adopt de-risking strategies andshift their manufacturing bases from China. This can create opportunities for India.Opportunities will largely depend on how quickly the economy recovers and the pace atwhich the supply chain issues are addressed.
India could potentially lead the change in a post-COVID world with its vastarray of engineers and investment opportunities.
We are going through a restart in a lot of respects globally where everythingthat we used to do for business does not really work anymore. We are trying to evolve howwe do business dealing with more people and having to stay at home. So post-COVID for usis about opportunity. It is about talking to entrepreneurs talking to people andemployees and looking for new ideas on how we can do business.
Because of the coronavirus crisis which originated from Wuhan China severalcompanies are looking to move out of China. In fact the Japanese government has allocatedan economic stimulus package of $2.2 billion to help its manufacturing firms shiftproduction out of China where supply chains have been disrupted due to pandemic. India isplanning to attract some of these companies looking to diversify their manufacturing unitsand supply chains.
US and Japan - deemed as the two major manufacturing hubs of the world - who hadso far made deep investments in China will be looking towards alternate hotspots. Indiais on top of their list. This could be a turning point in the development of Indiaemphasizing that it's only possible if the political and business leadership continue todisplay the resoluteness and agility that they have demonstrated in handling the pandemic.
"Disruption is always an opportunity" and it all depends on what onemakes of these new possibilities. Prime Minister Narendra Modi unveiled a comprehensivepackage to make India self-reliant as it battles the covid-19 pandemic. This is worthalmost 10% of the nation's GDP.
India MSME and other companies often faced unfair competition from foreigncompanies. Therefore global tenders will be disallowed in Government procurement tenderup to Rs. 200 Crore. This will be a step towards Self Reliant India and support Make inIndia. This will also help MSME to increase their business.
Global Economy in Recession in - 2020
Global growth is projected at 3.0 percent in 2020 an outcome far worse than during the2009 global financial crisis. The growth forecast is marked down by more than 6 percentagepoints relative to the October 2019 World
Economic Outlook (WEO) and January 2020 WEO Update projections an extraordinaryrevision over such a short period of time.
Severe Risks of a Worse Outcome
Even after the severe downgrade to global growth risks to the outlook are on thedownside. The pandemic could prove more persistent than assumed in the baseline. Moreoverthe effects of the health crisis on economic activity and financial markets could turn outto be stronger and longer lasting testing the limits of central banks to backstop thefinancial system and further raising the fiscal burden of the shock. Of course if atherapy or a vaccine is found earlier than expected social distancing measures can beremoved and the rebound may occur faster than anticipated.
TRANSFER TO RESERVES
No amount has been transferred to reserves during the year under review.
The Company has not accepted/renewed any fixed deposits from the public or the Memberswithin the meaning of Section 73 of the Companies Act 2013 and the Companies (Acceptanceof Deposits) Rules 2014 during the financial year 2019-2020 and as such no amount ofprincipal or interest on deposits from public or the Members was outstanding as of theBalance Sheet date.
The Company had not issued any equity shares either with or without differential rightsduring the F.Y. 2019 - 2020 and hence the disclosure requirements under Section 43 andRule 4 (4) of the Companies (Share Capital and Debentures) Rules 2014 are notapplicable.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the Provisions of Section 152 of the Companies Act 2013 and theArticles of Association of the company Mrs. Navrati Gupta (DIN:00399022) Non -ExecutiveDirector being longest in the office shall retires by rotation at the ensuing AnnualGeneral Meeting and being eligible has offered herself for reappointment.
Ms. Ayushi Bhargava has been appointed as Company Secretary and Compliance Officereffective from 04th November 2019 in place of Mrs. Hema Bose who was working as interimCompliance Officer of the company.
Except as explained hereinabove there were no changes in Directorship of the Companyas well as in Key Managerial Personnel category during the period under review. As onMarch 31 2020 the composition of the Board is as per the Companies Act 2013 and the SEBI(Listing Obligations and Disclosure Requirements) (LODR) Regulations 2015. All theDirectors are having vast knowledge and experience in their relevant fields and theCompany had benefitted immensely by their presence in the Board.
None of the Directors of your Company is disqualified under the provisions of Section164(2)(a) and (b) of the Companies Act 2013. During the period under review noNon-Executive Director of the Company had any pecuniary relationship or transactions withthe Company.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 the Board of Directors hereby confirms that:
i) in the preparation of the annual accounts the applicable Indian AccountingStandards (Ind-AS) had been followed along with proper explanation relating to materialdepartures;
ii) such accounting policies and applied them consistently and made judgments andestimates that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the company as at March 31 2020 and of the loss for the year ended on thatdate.
iii) proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this Act for safeguarding the assets of the company andfor preventing and detecting fraud and other irregularities;
iv) the annual accounts of the company have been prepared on a going concern'basis.
v) internal financial controls have been laid down to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and
vi) proper system have been devised to ensure compliance with the provisions of allapplicable laws and that such system were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149(7) of the Companies Act 2013 and Regulation16 (1) (b) of the Listing regulations the company has received declarations from all theIndependent Directors confirming that they fulfill the criteria of Independence asprescribed under section 149(6) of the Companies Act 2013 and the rules made there underto hold the office of the Independent Director for the financial year ended March 312020.
EVALUATION OF DIRECTORS COMMITTEE AND BOARD
Pursuant to the provisions of the Companies Act 2013 and the Listing Regulations theBoard of Directors has carried out evaluation of its own performance its Committees andIndividual Directors. The evaluation process has been explained in the Report on CorporateGovernance which forms part of this Board's Report.
Also the Independent Directors at their meeting reviewed the performance of theBoard its Chairman and NonExecutive Directors of the Company.
NUMBER OF MEETINGS OF THE BOARD
A notice of the Board Meeting is circulated well in advance with Agenda includingdetailed explanation to be discussed to enable the Board to take an informed decision.The Board met 5 (Five) times during the financial year ended March 31 2020. viz. on May15 2019; August 12 2019; October 24 2019; November 04 2019 and February 12 2020 inaccordance with the provisions of the Companies Act 2013 and rules made there under andListing Regulations. Detailed information on the Board Meetings with regard to their datesand attendance of each of the Directors thereat have been included in the CorporateGovernance Report which forms part of this Board's Report.
Additionally during the financial year ended March 31 2020 a separate meeting of theIndependent Directors was held on February 12 2020 in compliance with the requirementsof Schedule IV of the Companies Act 2013 and Regulation 25(3) and 25(4) of the ListingRegulations
Post the Independent Directors Meeting the collective feedback of each of theIndependent Director was scaled and measured on defined ratings thereby covering theperformance of Board as a whole performance of the non- independent directors andperformance of the Chairman.
COMMITTEES OF THE BOARD
The Board of Directors of your Company had already constituted various Committees incompliance with the provisions of the Companies Act 2013 and Listing Regulation viz.:
a. Audit Committee.
b. Nomination and Remuneration Committee.
c. Stakeholder Relationship Committee.
All decisions pertaining to the constitution of Committees appointment of members andfixing of terms of reference / role of the Committees are taken by the Board of Directors.A detailed note on the Board and its Committees is provided under the Corporate GovernanceSection in this Annual Report.
NOMINATION & REMUNERATION POLICY
The Nomination & Remuneration Committee has formulated necessary policy onappointment and remuneration including criteria for determining qualifications positiveattributes and independence of a Director. The details of "Nominations andRemuneration Policy" are explained in the Report on Corporate Governance along withthe other details which forms part of this Board's Report.
PARTICULARS OF EMPLOYEES AND REMUNERATION
Information as required under the provisions of Section 197(12) of the Companies Act2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 (including any statutory modification(s)/amendment(s)/re-enactment thereoffor the time being in force) is set out in Annexure-I hereto which forms part of thisBoard's Report.
SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY
The Company does not have any subsidiary or associate company and has not entered intojoint venture with any other company during the financial year ended March 31 2020.Accordingly a statement under the provisions of Section 129(3) of the Companies Act2013 containing salient features of the financial statements of the Company's subsidiary(ies) in Form AOC-1 is not enclosed.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12of the Companies (Management and administration) Rules 2014 is annexed herewith asAnnexure-II to this report.
The web link for the same is http://www.vashmanagement.in/vashman/investorsinfo.html
SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hadappointed M/s. Kamlesh Jain & Associates Practicing Company Secretaries Mumbai asits Secretarial Auditor to conduct the secretarial audit of the Company for the financialyear 2019-2020.
The Report on Secretarial Audit for the financial year 2019-2020 in Form MR-3 asAnnexure III forms integral part of this Board's Report. During the period under reviewthe Company has complied with the provisions of the Act Rules Regulations GuidelinesStandards etc mentioned above except Non-Compliance with requirement to appoint aqualified company secretary as compliance officer for 3 days (after cooling periodmentioned as per companies act 2013).
However the Company had filled the vacancy created by resignation of Mr. PratikToprani as a qualified company secretary with effect from April 30 2019 by appointing Ms.Ayushi Bhargava as a qualified company secretary and compliance officer with effect fromNovember 4 2019 and complied with the requirements of the said regulation.
As stipulated under the provision of Regulation 34 (3) read with Schedule V (c) of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 a separate reporton Corporate Governance forms integral part of this Report. The requisite Compliancecertificate as required under Part E of Schedule V of the Listing Regulation is issued byM/s. Jain &Trivedi; Chartered Accountants pertaining to the compliance of theconditions of Corporate Governance are annexed.
In compliance with the provisions of Section 139 and other applicable provisions of theCompanies Act 2013 and the Companies (Audit and Auditors) Rules 2014 (including anystatutory modification(s)/re- enactment(s)/amendment(s)thereof for the time being inforce) M/s Jain & Trivedi Chartered Accountants(FRN:113496W) were appointed asStatutory Auditors at the 24th AGM held on 23rd June 2017 to hold office for a term offive (5) consecutive years from the conclusion of the 24th Annual General Meeting untilthe conclusion of the 29th Annual General Meeting subject to the ratification at theAnnual General Meeting in each of the subsequent years during the aforementioned term oftheir appointment.
However with the Notification dated May 7 2018 issued by the Ministry of CorporateAffairs (MCA') the first proviso to section 139(1) of the Companies Act 2013pertaining to the requirement of annual ratification of appointment of Auditors by Membersis omitted.
Accordingly as per the Companies (Amendment) Act 2017 ratification of theappointment of Statutory Auditors during their period of appointment will not beconsidered.
The Statutory Auditors have confirmed that they satisfy the independence criteria asrequired under the Act.
OBSERVATION OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH31 2020
The Auditor's report given by M/s Jain &Trivedi Statutory Auditors on theFinancial Statements of the Company for the year ended March 31 2020 forms part of theAnnual Report. There has been no qualification reservation or adverse remark or anyDisclaimer in their Report.
REPORTING OF FRAUDS
There have been no frauds reported by the Auditors under sub section (12) of Section143 of the Companies Act 2013 (including amendments) during the financial year underreview to the Audit Committee or the Board of Directors and hence as such there isnothing to report by the Board under Section 134 (3)(ca) of the Companies Act 2013.
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. The detail of the investments made by company isgiven in the notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict ofinterest with the company at large. Accordingly disclosures of related party transactionsin Form AOC-2 have not been furnished. All Related Party Transactions were placed beforeAudit Committee and Board for their approval. Your Company has formulated policy ofRelated Party Transaction which is also available on the website of the Companywww.yashmanagement.in
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
No material changes and commitments which could affect the Company's financial positionhave occurred between the end of the financial year of the Company and date of thisreport.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Conservation of Energy & Technology Absorption
The Company is not engaged in manufacturing activities and therefore provisionsrelating to conservation of energy and technology absorption are not applicable to it.However efforts are being made to minimize consumption of energy wherever possible.
b) Foreign Exchange Earnings and Outgo
|i. Foreign exchange earning - ||Rs. Nil |
|ii. Foreign Exchange outgo - ||Rs. Nil |
RISK MANAGEMENT POLICY
Risk Management is an enterprise vides function that aims at assessing threats tobusiness sustainability and mitigating those threats. The Board of Directors along withthe senior management of the Company having deep industry experience has developed andapproved Risk Management Policy framework and Guidelines wherein all material risks facedby the Company are identified and assessed. Moreover in the said Risk Management Policythe Board has defined a structured approach to manage uncertainty cultivating the same intheir decision-making pertaining to all business divisions and corporate functions. Foreach of the risk identified corresponding controls are assessed and policies andprocedures are put in place for monitoring mitigating and reporting on periodic basis.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility are not applicable to the company ascompany does not fall into ambit of the provisions of section 135 of Companies Act 2013and Companies (Corporate Social Responsibility Policy) Rules 2014.
ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS
In respect of internal financial control the Board has adopted the policies andprocedures for ensuring the orderly and efficient conduct of its business includingadherence to the Company's policies the safeguarding of its assets the timely preventionand detection of frauds and errors the accuracy and completeness of the accountingrecords and the timely preparation of reliable financial information. Further themanagement regularly reviews the control for any possible changes and takes appropriateactions.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal control systems and their adequacy are included inthe Management Discussion and Analysis Report which forms part of this report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In pursuant to the provisions of section 177(9) and (10) of the Companies Act 2013 aVigil Mechanism/Whistle Blower Policy for directors and employees to report genuineconcerns has been established by the Company in order to maintain highest standards ofethical moral and legal conduct adopted Vigil Mechanism/Whistle Blower policy to providean avenue to its employees to raise concerns of any violations of legal or regulatoryrequirements incorrect or misrepresentations of any financial statements and reportsetc. The Audit committee of the company oversees the said mechanism from time to time.None of the Company personnel has been denied access to the Audit Committee. The WhistleBlower Policy of the Company is also available on the website of the Companywww.yashmanagement.in
INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Workplace (PreventionProhibition and redressal) Act 2013. All employees (permanent contractual temporarytrainees) are covered under this policy. During the year under review company has notreceived any Sexual Harassment Complaints.
CHANGES IN NATURE OF BUSINESS IF ANY
During the year under review there is no change in the nature of business of theCompany.
SIGNIFICANT ORDERS PASSED BY REGULATORS COURTS OR TRIBUNALS IMPACTING GOING CONCERNAND COMPANY'S OPERATIONS
No orders have been passed by any Regulator or Court or Tribunal which can have animpact on the going concern status and the Company's operations in future.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING
Pursuant to Clause 9 of the Revised Secretarial Standard-1 and Secretarial Standard -2(SS-1& SS-2) your company has complied with applicable Secretarial Standard issued bythe Institute of Company Secretaries of India during the financial year under review.
The Directors takes this opportunity to thank all their colleagues at Yash Management& Satellite Ltd. for their professionalism and dedication to the task at hand. Theboard also wishes to place on record their appreciation for valuable support given by theBankers Clients and Shareholders.
For and on behalf of the Board of Directors
| ||Anurag Gupta ||Sandeep Mangal |
| ||Managing Director ||Independent Director |
| ||DIN: 00398458 ||DIN: 02148088 |
|Mumbai dated August 25 2020 || || |