Yash Trading & Finance Ltd.
|BSE: 512345||Sector: Financials|
|NSE: N.A.||ISIN Code: INE745A01012|
|BSE 00:00 | 12 Mar||Yash Trading & Finance Ltd|
|NSE 05:30 | 01 Jan||Yash Trading & Finance Ltd|
|BSE: 512345||Sector: Financials|
|NSE: N.A.||ISIN Code: INE745A01012|
|BSE 00:00 | 12 Mar||Yash Trading & Finance Ltd|
|NSE 05:30 | 01 Jan||Yash Trading & Finance Ltd|
To the Members
Your Company's Directors are pleased to present the 36th Annual Report ofthe Company along with Audited Accounts for the Financial Year ended 31stMarch 2021.
A summary of the Company's financial performance during the financial year:
(Rs. in lac)
During the year under review there was no business activity carried on by the Company.
Promoters/ Management of the Company
Mr. Pradeep Kumar Sethy became the promoter of the Company w.e.f. FY 2011-12 postcompletion of the open offer process under the SEBI Takeover Code 1997. Post the samethere was a Governmental inquiry against the Artha Tatwa Group of our promoter Mr. PradeepKumar Sethy leading to inter alia the arrest of Mr. Pradeep Kumar Sethy. BSE Limitedthereafter suspended the trading of the securities of the Company from BSE Limited videBSE's notice number 20131205-19 dated 5th December 2013 due to failure tocomply with various provisions of the Listing Agreement. On August 5 2014 the minoritypublic shareholders of the Company held an Extra Ordinary General Meeting of the Companyunder Section 100 of the Companies Act 2013 where Mr. Bharat Bagri and Mr. Sadiq Patelwere appointed as Directors to ensure compliance with laws. The Company has receivedcommunication ref. no. F.No. ECIR/04/BBSZO/2014 dated 12th January 2015 fromthe Directorate of Enforcement Foreign Exchange Management Act and Prevention of MoneyLaundering Act Bhubaneshwar Sub-Zonal Office contents reproduced as under:
Re: Artha Tatwa Group of Companies Pradeep Kumar Sethy reg.
This office has initiated an investigation against the captioned group under theprovisions of Prevention of Money Laundering Act 2002
2. In this connection is appears that Pradeep Kumar Sethy has acquired 49%shares of Yash Trading and Finance Limited
Regd office at Bagri Niwas 53/55 N M Path Mumbai 400 002 (Corporate Office at 1209 PJ Towers Dalal Street Fort Mumbai 400 001)
3. It is requested that the said Shares should not be transferred leased or mortgagedwithout the prior permission of the undersigned Your faithfully Sd/- D.V.S. KishoreAssistant Director
It is understood that current promoter Mr. Pradeep Kumar Sethy is in jail.
At present the Company is being managed from the office of one of the Directors Mr. Bharat Bagri situated at 1207A P.J. Towers Dalal Street Fort Mumbai 400001. The said premise is also the corporate office of the Company and is fully equippedwith proper infrastructure and manpower.
Your Directors do not recommend any dividend for the year under review due to lossesincurred by the Company.
Transfer to Reserve
The Company has transferred Rs. Nil to Reserves for the financial year ended 31stMarch 2021. Share Capital
Authorized share capital of the Company is Rs. 1 Crore and the paid up Capital of theCompany is Rs. 24.50 lakh.
Material changes and Commitments
There are no material changes and or commitments affecting the financial position ofthe Company between the end of the financial year i.e. 31st March 2021 andthe date of the report.
Extract of Annual Return
In terms of Section 92(3) read with section 134)(3)(a) of the Companies Act 2013 andrule 12(1) of the Companies (Management and Administration) Rules 2014. The Annual Returnof the Company in the prescribed Form MGT-7 is being made available on the website of theCompany at http://www.yashtradingfinance.com/index.php The extract of Annual Return isgiven in Annexure-I in the prescribed Form MGT- 9 which forms part of thisreport.
Particulars of loans guarantees and investments
The particulars of loans guarantees and investments have been disclosed in thefinancial statements.
Internal control systems and their adequacy:
Pursuant to Section 138 of the Companies Act 2013 and rules made thereunder theCompany has appointed M/s. R. Jaitlia & Co. Chartered Accountants as InternalAuditors to conduct Internal Audit of records and documents of the Company for thefinancial year 2020-21. The Internal Auditors of the Company checks and verifies theinternal control and monitors them in accordance with policy adopted by the Company. Eventhrough this non-production period the Company continues to ensure proper and adequatesystems and procedures commensurate with its size and nature of its business.
Energy Conservation Measures Technology Absorption and R&D Efforts and ForeignExchange Earnings and Outgo
In view of the nature of activities carried on by the Company the requirements fordisclosure in respect of Conservation of Energy Technology Absorption in terms of theCompanies (Accounts) Rules 2014 are not applicable to the Company. However the Companytakes all possible efforts towards energy conservation. The requirement for disclosurewith regard to technology absorption does not apply to the Company as the activities inwhich the Company operates does not require any technology. During the period under reviewthe Company has earned Foreign Exchange of Nil' and incurred the ForeignExchange outgo of
The Company has devised and implemented a mechanism for risk management and hasdeveloped a Risk Management Policy. The Policy provides for constitution of a RiskCommittee which will work towards creating a Risk Register identifying internal andexternal risks and implementing risk mitigation steps. The Committee will on a quarterlybasis provide status updates to the Board of Directors of the Company.
Auditors Audit Report etc.
i. Statutory Auditor
M/s. Chaturvedi Sohan & Co. Chartered Accountants (ICAI Firm Registration No.:118424W) were appointed as the Statutory Auditors at the 32nd Annual GeneralMeeting of the Company held on September 29 2017 for a period of five years i.e. fromfinancial year 2017-18 to financial year 2021-22 to hold office till the conclusion ofthe 37th Annual General Meeting of the Company. In terms of Section 40 of theCompanies (Amendment) Act 2017 notified on May 7 2018 the requirement for ratificationof appointment of Statutory Auditors by Members at every Annual General Meeting has beenomitted and accordingly Members' approval is not required for ratification of theirappointment annually. The Auditors' Report for the financial year 2020-21 does not containany adverse remarks qualifications or reservations or disclaimers which requireexplanations/comments by the Board.
ii. Internal Auditor
Pursuant to Section 138 of the Companies Act 2013 and rules made thereunder theCompany has appointed M/s. R. Jaitlia & Co. Chartered Accountants as InternalAuditors on 30th July 2020 to conduct Internal Audit of records and documentsof the Company for the financial year 2020-21.
iii. Secretarial Auditor
Ms. Sonam Jain Practising Company Secretary (Membership No. 31862 and Certificate ofPractice No. 12402) is the Secretarial Auditor of the Company for the financial year2020-21. The Secretarial Audit Report confirms that the Company has generally compliedwith the provisions of the Act Rules Regulations and Guidelines etc. The SecretarialAudit Report is included as Annexure-III and forms an integral part of this report.
Since the Company does not have paid up equity share capital exceeding Rs.10 Crore andNet Worth exceeding Rs.25 Crore compliance with Regulations 17 to 27 Regulation 46(2)(b)to 46(2)(i) and para C D and E of Schedule V are not applicable to the Company.
Directors and Key Managerial Personnel (KMP)
As the paid up equity share capital of the Company is less than Rs. 10 crore and networth is less than Rs. 25 crore as on the last day of the previous financial yearregulations of SEBI (LODR) 2015 specifically dealing with constitution of Board &committees thereof KMP corporate governance requirements etc are not applicable Boardof the Company is duly constituted in compliance with section 149 of the Companies Act2013 read with rules made thereunder. All the Directors of the Company are resident ofIndia.
i. Independent Director(s):
In compliance with Chapter XI - Appointment and Qualifications of Directors and ChapterXIII - Appointment and Remuneration of Managerial Personnel read with rules madethereunder and Schedule IV - Code for Independent Directors Company have appointed Ms.Jyoti Budhia (DIN: 00332044) and Mr. Ajay Sharma (DIN: 06960753) as Independent Directorsin Annual General Meeting dated 30th September 2019 for a term of 5 yearsending 25th September 2024. Company is in receipt of 'Declaration ofIndependence'' for the financial year 2020-21 as prescribed under 149(7) stating thatthe Independent Directors meets the criteria of independence as provided in section149(6). Ministry of Corporate Affairs vide its notification dated 22nd October2019 has issued the Companies (Appointment and Qualification of Directors) Fifth AmendmentRules 2019. Under the said rules every individual already acting or aspiring to becomean Independent Director is required to undergo Online Proficiency Self-Assessment''latest by 30th December 2020. Pursuant to which the Independent Directors ofthe Company have successfully cleared the test.
ii. Woman Director(s):
In compliance with section 149 of the Companies Act 2013 read with Rule 3 of theCompanies (Appointment and Qualifications of Directors) Rules 2014 Ms. Jyoti Budhia(DIN: 00332044) is appointed as woman director on the Board of the Company.
iii. Executive/Non-Executive Directors:
Mr. Sadiq Patel (DIN: 06911684) is appointed as Whole time Director in compliance withsection 202 203 196 and 197 of the Companies Act 2013 read with rules made thereunderfor a term of 5 years ending 29th September 2021. Mr. Bharat C. Bagri (DIN:01379855) is a Non-Executive Director on the Board of the Company. In accordance with theprovisions of the Companies Act 2013 and Articles of Association of the Company Mr.Bharat C. Bagri retires from the Board by rotation and being eligible offers himself forre-appointment.
iv. Key Managerial Personnel (KMP):
In compliance with section 204 of the Companies Act 2013 read with rules madethereunder and Regulation 6 of SEBI (LODR) 2015 Mr. Sadiq Patel is appointed as WholeTime Director and Ms. Krisha Mehta as Company Secretary and Compliance officer of theCompany. Term of Mr. Sadiq Patel DIN-06911684 as Whole Time Director ended on29-09-2021. It is proposed to reappoint him as Whole Time Director for further term of 5years w.e.f. 30-09-2021 to 29-09-2025. Mr. Sadiq Patel have given necessary consent anddeclarations in this behalf.
Composition of Audit Committee
Audit Committee of your Company as constituted pursuant to Section 177 of the CompaniesAct 2013 composes of the following members:
Number of meetings of the Board
Four meetings of the Board were held during the year on 30th July 2020 14thAugust 2020 7th November 2020 and 5th February 2021. Theintervening gap between the Meetings was within the period prescribed under the CompaniesAct 2013 Rules framed thereunder read with the Secretarial Standards on Meetings of theBoard of Directors.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that: In the preparation of annual financialstatements the applicable accounting standards have been followed along with properexplanation relating to material departures if any; the Directors have selectedsuch accounting policies and applied them consistently and made judgements and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year 2020-21 and of the profit of the Companyfor that period;
The Directors have taken proper and sufficient 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 fraud andother irregularities;
The Directors have prepared the annual accounts on a going concern basis;
The Directors had laid down proper internal financial controls and such internalfinancial controls are adequate and were operating effectively;
The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
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 and the reviews performed by management andthe relevant board committees including the audit committee the Board is of the opinionthat the Company's internal financial controls were adequate and effective during thefinancial year 2020-21.
Remuneration of the Directors/Key Managerial Personnel (KMP)/Employees
The information required under Section 197 (12) of the Act read with Rule 5 of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respectof ratio of remuneration of each director to the median remuneration of the employees ofthe Company for the financial year are as follows:
Note: In view of losses incurred by the Company the Whole Time Director has foregonehis remuneration for the financial year ended 2020-21.
There is no employee covered under the provisions of Section 197(14) of the Act.
Ms. Krisha Mehta Company Secretary is the only permanent employee on the pay roll ofthe Company and hence disclosure under Rule 5(viii) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 (as amended) is not applicable for theCompany. It is affirmed that the remuneration is as per the remuneration policy of theCompany.
The Board of Directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the provisions of the Act. Theperformance of the Board was evaluated by the Board after seeking inputs from all thedirectors on the basis of the criteria such as the Board composition and structureeffectiveness of Board processes information and functioning etc. The performance of thecommittees was evaluated by the Board after seeking inputs from the committee members onthe basis of the criteria such as the composition of committees effectiveness ofcommittee meetings etc. The Board and the Nomination and Remuneration Committee("NRC") reviewed the performance of the individual directors on the basis of thecriteria such as the contribution of the individual director to the Board and committeemeetings like preparedness on the issues to be discussed meaningful and constructivecontribution and inputs in meetings etc. In a separate meeting of independent Directorsperformance of non-independent directors performance of the Board as a whole andperformance of the Chairman was evaluated taking into account the views of executivedirectors and non-executive directors. The same was discussed in the Board meeting thatfollowed the meeting of the independent Directors at which the performance of the Boardits committees and individual directors was also discussed.
Remuneration Policy for the Directors Key Managerial Personnel and other employees
In terms of the provisions of Section 178(3) of the Act the Nomination andRemuneration Committee (NRC) is responsible for formulating the criteria for determiningqualification positive attributes and independence of a Director. The NRC is alsoresponsible for recommending to the Board a policy relating to the remuneration of theDirectors Key Managerial Personnel and other employees. The Board has on therecommendation of the NRC framed a policy for selection and appointment of DirectorsSenior Management and their remuneration. The said policy is stated in Annexure-IV of thisreport.
Deposits from public
The Company has not accepted any deposits from public within the definition of Section73 of the Companies Act 2013 and as such no amount on account of principal or intereston deposits from public was outstanding as on the date of the balance sheet.
Related Party Transactions
All Related Party Transactions that were entered into during the financial year were onarm's length and were in the ordinary course of business and were in compliance with theapplicable provisions of the Companies Act 2013. There were no materially significantRelated Party Transactions made by the Company during the year that would have requiredshareholders' approval. The Audit Committee has granted omnibus approval for Related PartyTransactions stated in Annexure-II as per the provisions and restrictions containedin the Companies Act 2013.
As the paid up equity share capital of the Company is less than Rs. 10 crore and networth is less than Rs. 25 crore as on the last day of the previous financial yearregulations of SEBI (LODR) 2015 specifically dealing with Related Party Transactions arenot applicable.
The Company has adopted a Vigil Mechanism Policy to provide a mechanism for theDirectors and employees to report genuine concerns about any unethical behaviour actualor suspected fraud or violation of the Company's Code of Conduct. The provisions of thispolicy which is uploaded on the Company's website are in line with the provisions ofSection 177 (9) of the Act and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015/Listing Agreement.
Particulars of Employees and Remuneration
There is no employee in the Company drawing monthly remuneration of Rs. 500000/- permonth or Rs. 6000000/- per annum. Hence the Company is not required to disclose anyinformation as per Rule 5(2) of the Companies (Appointment and Remuneration) Rules 2014.
The Company is currently listed on BSE Limited under scrip code 512345 and under scripid YASTF. Your Company has paid Annual listing fee for the financial year 2020-21 to theabovementioned exchange.
Corporate Social Responsibility Initiatives
The criteria prescribed for the applicability of Corporate Social Responsibility u/s135 of the Companies Act 2013 is not applicable to your Company.
Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the financial year under review asper Regulation 34(2)(e) of the SEBI Listing Regulation is presented in a separate sectionforming part of this Annual Report.
Significant and Material orders passed by the regulators or Courts
No new significant and material orders have been passed by the regulators or courtsduring the financial year.
Disclosure on constitution of Internal Complaints Committee under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013 if applicable
The disclosure on the constitution of Internal Committee under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 is not applicable toyour Company.
Subsidiaries associates and joint ventures
The Company does not have any Subsidiaries Associates and Joint ventures.
Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers regulatory bodies and other businessconstituents during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the commitment displayed by all executives officersand staff resulting in successful performance of the Company during the year.