Yasho Industries Ltd.
|BSE: 541167||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE616Z01012|
|BSE 00:00 | 14 Oct||1334.35||
|NSE 05:30 | 01 Jan||Yasho Industries Ltd|
|Mkt Cap.(Rs cr)||1,454|
|Mkt Cap.(Rs cr)||1454.44|
Yasho Industries Ltd. (YASHOINDUSTRIES) - Director Report
Company director report
Yasho Industries Limited
Your Directors have the pleasure in presenting the Thirty - FifthAnnual Report of the Company on the business and operations of the Company together withthe Audited Financial Statements for the year ended March 31 2021.
1. FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY:
(Rs. in Lakhs)
2. STATE OF COMPANY'S AFFAIRS
a) The Company has reported total income of Rs. 36952.05 Lacs for thecurrent year as compared to Rs. 30028.15 Lacs in the previous year. Total ComprehensiveIncome for the year under review amounted to Rs. 2154.24 Lacs in the current year ascompared to Rs. 1196.54 Lacs in the previous year.
b) Pursuant to provisions of Regulation 277 of SEBI ICDR Regulations2019 The Board of Directors of the Company in its meeting held on May 1 2020 decided tomigrate from BSE SME Exchange to BSE Main Board which was approved by the members of theCompany by way of Special Resolution vide Postal Ballot concluded on June 14 2020. TheCompany received in-principle approval from BSE Limited on September 23 2020.Subsequently the Company made the Listing application to the BSE Limited and the same wasapproved. Thereafter the Company got listed its Equity shares on Main Board of BSELimited w.e.f. October 29 2020.
3. TRANSFER TO RESERVES
The Company has not transferred any amount to General Reserve. Howeverthe Company has retained the current year profit in the accumulated Profit and Lossaccount.
The Board of Directors has recommended a payment of dividend at a rateof Rs. 0.50 per equity share for the year ended March 31 2021 subject to the approval ofthe Members at the 35*h Annual General Meeting ('AGM').
5. SHARE CAPITAL
The paid up Equity Share Capital as on March 31 2021 was Rs. 1089.92Lacs divided into 10899200 equity shares of Rs. 10/- each. During the year underreview the Company has not issued any equity shares with or without differential votingrights.
6. LISTING FEES
Your Company has paid requisite annual listing fees to BSE Limited(BSE) where its securities are listed.
7. DETAILS OF MATERIAL CHANGES FROM THE END OF THE FINANCIAL YEAR.
There have been no other material changes and commitments which affectthe Financial position of the Company that have occurred between the end of the Financialyear to which the Financial statements relate and the date of this report.
8. PROVISION OF FINANCIAL ASSISTANCE TO THE EMPLOYEES OF THE COMPANYFOR THE PURCHASE OF ITS OWN SHARES.
The company has not provided any Financial assistance to its employeesas per section 67 of the Companies Act 2013. Further employees of the company do notexercise any voting right in the company directly or indirectly.
9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSOR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
During the year under review there has been no such significant andmaterial orders passed by the regulators or courts or tribunals impacting the goingconcern status and company's operations in future.
10. SUBSIDIARY COMPANY:
As on March 31 2021 the Company does not have any subsidiary.
11. STATUTORY AUDITOR & AUDIT REPORT:
M/s V J Shah & Co Chartered Accountants having firm registrationnumber 109823W was re-appointed as a Statutory Auditors at the Annual General Meeting ofthe Company held on July 29 2020 to hold office for their second term of 5 (Five) yearfrom the conclusion 34th Annual General Meeting till the conclusion of AnnualGeneral Meeting to be held in calendar year 2025.. The auditors have confirmed that theirappointment would be in accordance with the provisions of Section 139 of the Act and therules made thereunder and that they are not disqualified in terms of Section141 of theAct.
The Auditors' Report neither contain any qualification reservation oradverse remark nor any fraud u/s 143(12) was reported by the Auditor.
12. COST AUDITOR:
As per the requirements of the Section 148 of the Act read with theCompanies (Cost Records and Audit) Rules 2014 as amended from time to time your Companyis required to maintain cost records and accordingly such accounts are made and recordshave been maintained.
The Board of Directors on the recommendations of the Audit Committeehas approved the re-appointment of M/s. Kishore Bhatia and Associates Cost Accountant(FRN: 00294) as Cost Auditor of the Company for the Financial year ending March 31 2021under section 148 of the Companies Act 2013 and recommends ratification of hisremuneration by the shareholders at the forthcoming Annual General Meeting of the Company.
13. CHANGE IN THE NATURE OF BUSINESS :
There is no change in the nature of the business of the company
14. DETAILS OF CHANGE IN COMPOSITION OF DIRECTORS OR KEY MANAGERIALPERSONNEL
I n accordance with the provisions of Section 152 of the Act Mr. VinodJhaveri (DIN: 01655692) Director of the Company is liable to retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. TheBoard recommends his re-appointment for the consideration of the Members of the Company atthe ensuing Annual General Meeting. Brief profile of Mr. Vinod Jhaveri has been given inthe Notice convening the Annual General Meeting.
Mr. Hiren Goradia (DIN: 08067076) Director of the Company resignedfrom the position of independent Director of the Company with effect from May 2 2020. TheBoard of Directors places on record its appreciation towards Mr. Goradia's contributionsduring 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 May 19 2020 who is entitled tohold office up to the date of the ensuing annual general meeting. The Board decided torecommend the appointment of Dr. Prakash Bhate as an Independent Director of the Companyat the ensuing Annual General Meeting.
Further there was change in the composition of key managerialpersonnel of the Company whereas Mr. Vinod Harilal Jhaveri (DIN: 01655692) has resignedfrom the position of Chief Financial officer (CFO) and Whole Time Director of the Companyon January 6 2021 and Mr. Yayesh Vinod Jhaveri was appointed as a Chief Financial officer(CFO) of the Company on January 6 2021.
Mr. Parag Vinod Jhaveri (DIN: 01257685) Managing Director of theCompany was appointed as an Chief Executive Officer (CEO) of the Company.
Ms. Nekata Jain (Company Secretary) resigned from the Company as aCompany Secretary on July 312020 and Mrs. Komal Bhagat (Company secretary) was appointedas a Company Secretary and Compliance officer of the Company w.e.f. August 1 2020.
The Company has not invited/ accepted any deposits from the publicduring the year ended March 31 2021. There were no unclaimed or unpaid deposits as onMarch 31 2021.
16. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS AND OUTGO:
The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of The Companies (Accounts) Rules 2014 is annexed herewithas "Annexure - A".
17. ANNUAL RETURN
As required under Section 92 & 134 of the Act the Annual Returnfor the Financial year 2020-21 will be available on Company's website and can be accessedat https://www.yashoindustries.com/ uploads/7/9/4/9/7949862/annual_return_2020-21.pdf
18. RELATED PARTY TRANSACTIONS
All Related Party Transactions entered by the Company during theFinancial year were in the ordinary course of business and at arm's length basis given inthe notes to the Financial Statements. There is no material related party transaction andtherefore no disclosures are required to be made in Form AOC-2. The Form AOC-2 is annexedherewith as "Annexure - B" to this report.
19. CORPORATE SOCIAL RESPONSIBILITY:
As a part of its initiative under the "Corporate SocialResponsibility" (CSR) drive the Company has focused in the areas of educationpreventive health care and Rural Development. These projects are in accordance withSchedule VII of the Act and the Company's CSR policy. The Report on CSR activities asrequired under the Companies (Corporate Social Responsibility Policy) Rules 2014 isannexed as "Annexure - C" and forms an integral part of this Report.
The Policy has been uploaded on the Company's website athttps://www.yashoindustries.com/uploads/ 7/9/4/9/7949862/CSR_policy.pdf
20. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Act and rules madethereunder the Company has appointed M/s. Dhrumil M Shah & Co. a Company Secretariesin Practice to undertake the Secretarial Audit of the Company. The Secretarial AuditReport is annexed as "Annexure - D"' and forms an integral part of this Report.
21. PARTICULARS OF EMPLOYEE:
The information required pursuant to Section 197(12) of the CompaniesAct 2013 read with Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of employees of the Company is given in an"Annexure - E" and forms part of this Report.
22. NUMBER OF MEETING OF THE BOARD:
The Board of Directors met 7 times during the Financial year underreview as per details stated in the report on Corporate Governance
23. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(3) (C) of the CompaniesAct 2013 with respect to Directors' Responsibility Statement it is hereby confirmedthat:
i. In the preparation of the annual accounts for the Financial yearended March 31 2021 the applicable accounting standards had been followed along withproper explanation relating to material departures;
ii. The directors had selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the company as at March 31 2021and of the profit and loss of the company for that period;
iii. The directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concernbasis;
v. The directors had laid down internal Financial controls to befollowed by the Company and that such internal Financial controls are adequate and wereoperating effectively; and
vi. The directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
24. DECLARATION BY INDEPENDENT DIRECTORS
All Independent Directors have furnished declarations in accordancewith the provisions of Section 149(7) of the Companies Act 2013 regarding meeting thecriteria of Independence as provided under Section 149 (6).
25. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATIONINCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS POSITIVE ATTRIBUTES INDEPENDENCE OF ADIRECTOR AND OTHER MATTERS PROVIDED UNDER SUB-SECTION (3) OF SECTION 178;
Pursuant to provisions of Section 178 of the Companies Act 2013 theNomination and Remuneration Committee carried out evaluation of every Director'sperformance and the Board has carried out formal annual evaluation of its own performanceand that of its Committees and individual Directors has been made. Further the evaluationof the Independent Directors was carried out by the entire Board excluding the Directorbeing evaluated.
The Directors were satisfied with the evaluation results which reflectthe overall engagement of the Board and its Committees and on the basis of the Report ofthe said evaluation the present term of appointment of Independent Directors shall becontinued with the Company.
The Policy has been uploaded on the Company's website at
26. AUDIT COMMITTEE
The Company has constituted Audit Committee under Section 177(1) of theCompanies Act 2013 and Rule 6 of the Companies (Meetings of Board and its Powers) Rules2014.
27. ESTABLISHMENT OF VIGIL MECHANISM
The Company has adopted a Whistle Blower Policy for Director's andEmployees to report genuine concerns and to provide for adequate safeguards againstvictimization of persons who may use such mechanism. During the year no reporting underVigil Mechanism was made by any employee or Director of the Company.
The Whistle Blower Policy has been posted on the website of the Companyat
28. DISCLOSURE WITH RESPECT TO DIRECTORS' AND KEY MANAGERIALPERSONNEL'S' 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..
29. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.
30. INTERNAL CONTROL SYSTEMS THEIR ADEQUACY AND INTERNAL AUDITOR.
The Company has an Internal Control System commensurate with the sizescale and complexity of its operations.
The Audit Committee of the Board of Directors actively reviews theadequacy and effectiveness of the internal control systems and suggests improvements tostrengthen the same.
The Company continues to engage M/s Varma & Associates CharteredAccountants as its Internal Auditor.
31. RISK MANAGEMENT FRAMEWORK
The Company has a robust Risk Management framework to identifyevaluate business risks and opportunities. This framework seeks to create transparencyminimize adverse impact on the business objectives and enhance the Company's competitiveadvantage.
32. prevention of sexual harassment of women at workplace
The Company has in place a policy on Prevention Prohibition andRedressal of Sexual Harassment at workplace in line with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Company is committed to create and maintain an atmosphere in whichemployees can work together without fear of sexual harassment and exploitation. Everyemployee is made aware that the Company is strongly opposed to sexual harassment and thatsuch behaviour is prohibited both by law and the Company. During the year under reviewthere was no complaint of any sexual harassment at work place.
33. secretarial STANDARDS
The Company has followed applicable Secretarial Standards i.e. SS-1and SS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings'respectively.
34. report on management DiscussioN and
I n terms of the provisions of Regulation 34 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Management's discussionand analysis is set out in this Annual Report.
35. LIST of credit RATINGS OBTAINED:
The following ratings have been reaffirmed / assigned to the Companyfor its Bank facilities:
36. TRANSFER OF UNPAID DIVIDEND AND CORRESPONDING EQUITY SHARES TO THEINVESTOR EDUCATION AND PROTECTION FUND (IEPF):
Pursuant to the applicable provisions of the Companies Act 2013 readwith the IEPF Authority (Accounting Audit Transfer and Refund) Rules 2016 ("theIEPF Rules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF; established by the Government of India after completion of sevenyears. Since the Company does not have any unclaimed dividend there was no requirement totransfer the same to IEPF Fund.
The nodal officer for the purpose of IEPF is Ms. Komal Bhagat (CompanySecretary and Compliance officer) of the Company. The details of the same are mentioned onthe website of the Company. The web link is https://www.yashoindustries.com/uploads/7/9/4/9/7949862/details_of_iepf_nodal_officer.pdf
37. REPORT ON CORPORATE GOVERNANCE:
As per Regulation 34 read with Schedule V (C) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section on Reporton Corporate Governance practices followed by the Company together with a certificatereceived from the Company's Secretarial Auditor confirming compliance is attached.
38. CAUTIONARY STATEMENT
Statements in the Director's Report and the Management Discussion andAnalysis describing the Company's objectives expectations or predictions may be forwardlooking within the meaning of applicable securities laws and regulations. Actual resultsmay differ materially from those expressed in the statement. Important factors that couldinfluence the Company's operations include: global and domestic demand and supplyconditions and other business policies changes in government regulations and tax lawsoverall economic growth rate etc. economic developments within India and the countrieswithin which the Company conducts business etc.
Your Directors take this opportunity to place on record theirappreciation and sincere gratitude to the Government of India Government of Maharashtraand Gujarat and the Bankers to the Company for their valuable support and look forward totheir continued co-operation in the years to come.
Your Directors acknowledge the support and co-operation received fromthe employees and all those who have helped in the day-today management.