Yasho Industries Limited
Your Directors have the pleasure in presenting the Thirty Fourth Annual Report of theCompany on the business and operations of the Company together with the Audited FinancialStatements for the year ended 31st March 2020.
1. FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY
|Particulars ||YEAR ENDED ||YEAR ENDED |
| ||31.03.2020 ||31.03.2019 |
|Total Income ||30028.15 ||34341.97 |
|Profit before Tax ||1686.17 ||1679.14 |
|Less: Tax ||487.04 ||490.10 |
|Profit after tax ||1199.14 ||1189.04 |
|Add: Balance brought forward ||2707.22 ||1518.18 |
|Net Profit available ||3906.36 ||2707.22 |
|for appropriation || || |
2. STATE OF COMPANY'S AFFAIRS
a) The Company has reported total income ofRs.30028.15Lakhsforthecurrentyearascompared to Rs.34341.97 Lakhs in the previous year.The Net Profit for the year under review amounted to Rs.1199.14 Lakhs in thecurrent year as compared to Rs.1189.04 Lakhs in the previous year.
b) Statement of IPO fund Utilization:
During the year IPO funds are fully utilized for the purpose for which it has beenraised. Further there was no deviation or variation of PO I fund Utilization from theobjects stated in the prospectus.
3. TRANSFER TO RESERVES
The Company has not transferred any amount to General Reserve. However the Company hasretained the current year profit in the accumulated Profit and Loss account.
In a view of the requirements of own funds for expansion of business of the companythe Directors of the company does not recommended dividend for the Financial Year ended 31stMarch 2020.
5. SHARE CAPITAL
The paid up Equity Share Capital as on 31st March 2020 was Rs. 1089.92Lakhs divided into 10899200 equity shares of `10/- each. During the year underreview the Company has not issued any equity shares with or without differential votingrights.
6. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIALYEAR
a) The Company has been listed and traded on the SME Platform of BSE (www.bsesme. com)for more than two years and hence eligible to migrate to the Main Board. The Board ofDirectors vide their meeting held on 01st May 2020 proposed to migrate fromBSE SME Segment to Main Board of BSE as it will enhance participation of retailinvestors in large numbers and overall market capitalization of the Company may also getincrease.
b) On dated 14th June 2020 shareholders of the Company has also unanimouslyapproved the migration of the Company from SME Platform of BSE to Main Board in terms ofRegulation 277 of Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulation 2018
c) Following the COVID-19 a Country wide lockdown was announced on March 27 2020.Post lifting of the lockdowns both partial and complete the Company has been runningproduction capacities sub-normally bearing in mind safety of its workforce and demand forits products. Production dispatches sales and account receivables have been affected butis improving. An assessment conducted on the recoverability of the carrying value ofassets such as property plant and equipment inventory trade receivable investment andother current assets as at Balance Sheet date concludes that there is no material impactof COVID-19 thereon. Further an assessment of the Company's capital financial resourcesliquidity positions ability to service debt and other financing arrangements for the nextone year indicates financial stability. An evaluation of impact of COVID-19 on internalfinancial controls over financial reporting concluded that there is no impact of COVID-19thereon. There is no materially adverse impact of COVID-19 on the financial statements/results of the Company for the financial year ended 31st March 2020.
Further there have been no material changes and commitments except as mentioned aboveaffecting the financial position of the Company which have occurred between the end of thefinancial year of the Company to which the financial statements related and the date ofthe report.
7. PROVISION OF FINANCIAL ASSISTANCE TO THE EMPLOYEES OF THE COMPANY FOR THEPURCHASE OF ITS OWN SHARES
The company has not provided any financial assistance to its employees as per section67 of the Companies Act 2013. Further employees of the company do not exercise any votingright in the company directly or indirectly.
8. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concernstatus and company's operations in future.
9. SUBSIDIARY COMPANY
As on 31st March 2020 the Company does not have any subsidiary.
10. STATUTORY AUDITOR & AUDIT REPORT
M/s V J Shah & Co Chartered Accountants having firm registration number 109823Wwas appointed as a Statutory Auditors at the Annual General Meeting of the Company held on04th August 2018 for the period of 2 years starting from 1st April2018 till the AGM of the company to be held in calendar year 2020.
The Board in its meeting held on 22nd June 2020 approved and recommendedthe re-appointment of M/s V J Shah & Co. Chartered Accountants (FRN. 109823W) asstatutory auditors of the Company for a period of five years with effect from ensuing AGMof the Company until the conclusion of the Annual General Meeting to be held in thecalendar year 2025. The auditors have confirmed that their appointment would be inaccordance with the provisions of Section 139 of the Act and the rules made thereunderand that they are not disqualified in terms of Section141 of the Act.
The Auditors' Report does not contain any qualification reservation or adverse remark.
11. COST AUDITOR
As per the requirements of the Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time your Company is required tomaintain cost records and accordingly such accounts are made and records have beenmaintained.
The Board of Directors on the recommendations of the Audit Committee has approved thereappointment of M/s. Kishore Bhatia and Associates Cost Accountant (FRN: 00294) as CostAuditor of the Company for the financial year ending 31st March 2021 undersection 148 of the Companies Act 2013 and recommends ratification of his remuneration bythe shareholders at the forthcoming Annual General Meeting of the Company.
12. CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of the business of the company
13. DETAILS OF CHANGE IN COMPOSITION OF DIRECTORS OR KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Act Mr Yayesh Jhaveri (DIN:01257668) Director of the Company is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. The Board recommendshis re-appointment for the consideration of the Members of the Company at the ensuingAnnual General Meeting. Brief profile of Mr Yayesh Jhaveri has been given in the Noticeconvening the Annual General Meeting.
Mr. Hiren Goradia (DIN: 08067076) Director of the Company resigned from the positionof independent Director of the Company with effect from 2nd May 2020. TheBoard of Directors places on record its appreciation towards contributions of Mr. Garodiaduring his tenure as Director of the Company. Further on the recommendations of theNomination and Remuneration Committee Dr. Prakash Bhate (DIN: 08739162) was appointed asan Independent Director of the Company with effect from 19th May 2020 who isentitled to hold office up to the date of the ensuing annual general meeting. The Boarddecided to recommend the appointment of Dr.Prakash Bhateasan Independent Director of theCompany at the ensuing Annual General Meeting. Further there was no change in thecomposition of key managerial personnel of the Company
The Company has not invited/ accepted any deposits from the public during the yearended 31st March 2020. There were no unclaimed or unpaid deposits as on 31stMarch 2020.
15. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewith as"Annexure - A".
16. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure - B" to this report and is also available on theCompany's website at www.yashoindustries.com
17. RELATED PARTY TRANSACTIONS
All Related Party Transactions entered by the Company during the _nancial year were inthe ordinary course of business and at arm's length basis given in the notes to theFinancial Statements. There is no material related party transaction and therefore nodisclosures are required to be made in Form AOC-2. The Form AOC-2 is annexed herewith as"Annexure - C" to this report
18. CORPORATE SOCIAL RESPONSIBILITY
As a part of its initiative under the "Corporate Social Responsibility" (CSR)drive the Company has focused in the areas of education preventive health care and RuralDevelopment. These projects are in accordance with Schedule VII of the Act and theCompany's CSR policy. The Report on CSR activities as required under the Companies(Corporate Social Responsibility Policy) Rules 2014 is annexed as Annexure D' andforms an integral part of this Report.
The Policy has been uploaded on the Company's website at https://yashoindustries.com/uploads/1/2/7/0/12704555/csr_policy.pdf
19. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Act and rules made thereunder theCompany has appointed M/s. Dhrumil M Shah & Co. a Company Secretaries in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed asAnnexure E' and forms an integral part of this Report.
The Secretarial Audit Report does not contain any quali_cation reservation or adverseremark.
20. PARTICULARS OF EMPLOYEE
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel)Rules2014 in respect of employees of the is given in an "Annexure F" and forms partof this Report.
21. NUMBER OF MEETING OF THE BOARD
During the year 2019-20 the Board of Directors met 5 times.
22. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(3) (C)of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
i. In the preparation of the annual accounts for the financial year ended 31st March2020 the applicable accounting standards had been followed along with proper explanationrelating to material departures;
ii. The directors had 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 as at March 31 2020 and of the pro_t andloss of the company for that period;
iii. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
iv. The directors had prepared the annual accounts on a going concern basis;
v. The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
vi. The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
23. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have furnished declarations in accordance with the provisionsof Section 149(7) of the Companies Act 2103 regarding meeting the criteria ofIndependence as provided under Section 149 (6).
24. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIA FORDETERMINING
QUALIFICATIONS POSITIVE ATTRIBUTES IN DEPENDENCE OF A DIRECTOR AND OTHER MATTERSPROVIDED UNDER SUB-SECTION (3) OF SECTION 178
Pursuant to provisions of Section 178 of the Companies Act 2013 the Nomination andRemuneration Committee carried out evaluation of every Director's performanceand the Boardhas carried out formal annual evaluation of its own performance and that of its Committeesand individual Directors has been made. Further the evaluation of the IndependentDirectors was carried out by the entire Board excluding the Director being evaluated.
The Directors were satisfied with the evaluation resultswhich reflect the overallengagement of the Board and its Committees and on the basis of the Report of the saidevaluation the present term of appointment of Independent Directors shall be continuedwith the Company.
25. AUDIT COMMITTEE
The Company has constituted Audit Committee under Section 177(1) of the Companies Act2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules 2014.
26. ESTABLISHMENT OF VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy for Directors and Employees toreport genuine concerns and to provide for adequate safeguards against victimization ofpersons who may use such mechanism.
The Whistle Blower Policy has been posted on the website of the Company athttps://yashoindustries. com/uploads/1/2/7/0/12704555/vigil_mechanism_ policy_yasho.pdf
27. DISCLOSURE WITH RESPECT TO DIRECTORS' AND KEY MANAGERIAL PERSONNELS' REMUNERATION
The company has complied with the provisions of section 197(12) 197(14) and Rule 5(1)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Thedetails of remuneration of Directors and Key Managerial Personnels' are disclosed in theAnnexure B to the Report.
28. PARTICULARS OF LOANS GUARANTEES OR INVE STMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
29. INTERNAL CONTROL SYSTEMS THEIR ADEQUACY AND INTERNAL AUDITOR
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame.
The Company continues to engage M/s Varma & Associates Chartered Accountants asits Internal Auditor.
30. RISK MANAGEMENT POLICY
The Company has a robust Risk Management framework to identify evaluate business risksand opportunities. This framework seeks to create transparency minimize adverse impact onthe business objectives and enhance the Company's competitive advantage.
31. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has in place a policy on Prevention Prohibition and Redressal of SexualHarassment at workplace in line with the requirements of The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
The Company is committed to create and maintain an atmosphere in which employees canwork together without fear of sexual harassment and exploitation. Every employee is madeaware that the Company is strongly opposed to sexual harassment and that such behaviour isprohibited both by law and the Company. During the year under review there was nocomplaint of any sexual harassment at work place.
Your Directors take this opportunity to place on record their appreciation and sinceregratitude to the Government of India Government of Maharashtra and Gujarat and theBankers to the Company for their valuable support and look forward to their continuedco-operation in the years to come.
Your Directors acknowledge the support and co-operation received from the employees andall those who have helped in the day to day management.
|For and on behalf of the Board of Directors || |
| ||Parag Vinod Jhaveri |
|Place: Mumbai ||Chairman |
|Date: June 22 2020 ||DIN: 01257685 |