YURANUS INFRASTRUCTURE LIMITED
Your Directors have pleasure in presenting their 26'1' Annual Reporttogether with Audited Statement of Accounts for the year ended March 31st2020.
|Particulars ||Current Year 2019-2020 (Rs. in Lakhs) ||Prev ious Year 2018-2019 (Rs. in Lakhs) |
|Total Income ||91.24 ||96.16 |
|Total Expenses ||81.44 ||89.37 |
|Profit before Tax ||9.80 ||6.79 |
|Tax Expenses || || |
|For the current year ||2.44 ||1.76 |
|For the prior years ||- ||- |
|Deferred Tax ||- ||- |
|Total Tax Expenses ||2.44 ||1.76 |
|Profit after Tax ||7.36 ||5.02 |
|Balance brought forward ||-148.84 ||-153.85 |
|Profit for the year ||7.36 ||5.02 |
|Balance carried to Balance Sheet ||-141.49 ||-148.84 |
The total income of the company for the year under review is Rs. 9124/-Lakhs ascompared to Rs. 96.16/- Lakhs recorded in the previous year. Net Profit after tax stood atRs. 7.36 Lakhs as compared to Rs. 5.02 Lakhs in tire previous year.
In the wake of the novel Corona virus (COVID-19) outbreak across tire globe IndianCentral Government State Governments and Municipal Authorities have issued variousadvisory directives and tire Company has been taking various precautionary' measures toensure safety and health of all our employees.
In view of the lock-down in many of tire States across the country tire operations inmost of our locations are disrupted. All the employees in our offices have been instructedto work from home.
The Company adhering all preventive measures as per various circulars of Government ofIndia and States Governments) at its locations/ offices and has resumed its Operations/Business activities with reduced strength of Manpower as per directives of the respectiveState Government or Central Government Guidelines as applicable.
The company has assessed the future impact of CoVID-19 pandemic on its operationsprofitability liquidity position & demand for its services etc. and mentioned thesame in its financial statement for the F.Y. 2019-20.
AMOUNT THE COMPANY PROPOSES TO CARRY TO ANY RESERVES
The Company proposes to transfer the following amounts to reserves:
|Name of Reserve ||Amount Transferred |
|Nil ||NA |
Due to the COVID-19 pandemic globally the economy of every Country has drasticallydecreasing in the history. Survival in the business is challenging task for everyone.However you Company is highly optimistic to improve its performance substantially.
In order to conserve resources for operational purposes your Directors did notrecommend any dividend on the equity shares for the year under review.
During the year under review your Company has not accepted any deposits under theprovisions of Section 73 of the Companies Act 2013 and the rules made there under forthe time being in force.
MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE
There have been no material changes and commitments affecting financial position of theCompany that have occurred between the balance sheet date and date of this report.
IMPACTING ON GOING CONCERN STATUS AND COMPANY'S OPERATIONS
During the period under review there have been no significant and material orderspassed by any regulators or courts or tribunals impacting the going concern status andCompany's operation in future.
HOLDING SUBSIDLVRY AND ASSOCIATE COMPANIES
During the year under review the Company is not having any subsidiary Company holdingCompany & Associate Company.
As on March 31 2020 the issued subscribed and paid-up share capital of your Companystood at Rs. 35000000/- comprising 3500000 Equity shares of Rs.10/- each.
The Company has not availed any credit facilities / financial assistance from anyFinancial Institution/s) and/or Bank(s). The Company is debt free Company.
LISTING OF SECURITIES
The Company's equity shares are listed on BSE Limited. All the stakeholders are furtherrequested to have Dematerialization of equity shares held by them (if not dematerializedyet) at the earliest for trading of shares only after meeting the criteria / parameters /norms / requirements of the Stock Exchange for trading of the shares.
DIRECTORS AND KEY MANEGERLVL PERSONNEL
Retirement by rotation
In pursuance to the applicable provisions of the Companies Act 2013 read with (Articlesof Association of the Company) Ms. Nislia Mohit Desai (DIN: 06593368) Director retiresat the ensuing Annual General Meeting and being eligible offer herself for reappointment.
The Board recommends her re-appointment.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013 (the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return in theprescribed form MGT-9 is annexed as "Annexure-I".
MANAGEMENT DISCUSSION AND ANALYSIS
In teims of the provisions of Regulations 34 of the SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 the management discussion and analysis is setout in this report.
DETAILS OF BOARD MEETINGS
The Board met 5 (Five) times during the financial year the detail of which are givenin the corporate governance report. The maximum interval between any two meetings did notexceed 120 days as prescribed in the Companies Act 2013
COMMITTEES OF BOARD
During the year under review the details of composition of the various Committees ofthe Board of Directors (including re-constitution) are as under:-
|(1) Audit Committee ||(2) Nomination and Remuneration |
|(3) Stakeholders' Relationship Committee || |
All the above mentioned committees consist maximum of independent directors. A detailednote on the composition of the Board and its committees is provided in the corporategovernance report section of this Annual Report.
The Company has adopted the following policies and codes in teims of requirements ofCompanies Act 2013 and relevant updated SEBI regulations and these are reviewedperiodically by the Board and updated based on need and new compliance requirement asapplicable upon the Company from time to time:-
|1. Risk Management Policy & Procedure ||2. Related Party Transaction Policy (Policy & Standards Operating Process) |
|3. Vigil Mechanism / Whistle Blower Policy ||4. Code of practices & procedures for fair disclosure of unpublished price sensitivity information |
|5. Code of Conduct for Regulating Monitoring & Reporting of Trading by Insiders ||6. Board Performance Evaluation Policy (Policy & Standards Operating Process) |
|7. Nomination & Remuneration Policy ||8. Criteria for Determining Qualifications Positive Attributes & Independence of a Director |
|9. Policy on Archiving & Preservations of Documents ||If). Policy for Determination of Materiality of Events or Information for Disclosure to the Stock Exchange |
|11. Policy & Procedures on Internal Financial Controls ||12. Code of conduct for the Directors and Senior Management |
13. Code of Conducts for Independent Directors
DECLARATION FROM INDEPENDENT DIRECTOR
The Company has received necessary declaration from each independent directors) underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 159(6) of the Companies Act 2013 and Regulation 25 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
Pursuant to the provisions of the Companies Act 2013 and the relevant provisions ofthe Listing Regulations the Board has carried out an annual evaluation of its ownperformance and that of its Committees as w7ell as performance of the Directorsindividually.
A separate exercise w as carried out by the Nomination and Remuneration Committee ofthe Board to evaluate the performance of individual Directors. The performance evaluationof the Non-Independent Directors and the Board as a whole was carried out by theIndependent Directors. The performance evaluation of the Chairman of the respectiveCommittee Meeting(s) of the Company was also carried out by the Independent Directorstaking into account the views of the Executive Director and Non- Executive Directors. TheDirectors expressed their satisfaction with the evaluation process.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your Directors confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) 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 at the end of the financial year and ofthe profit of the company forthat period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(1) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
AUDITOR AND AUDITOR S REPORT
The members in their 25th Annual General Meeting have already approved theappointment of M/s. MISTRY AND SHAH. Chartered Accountants (ICAI Firm Registration Number122702W) as Statutory Auditors of the Company for the Five (5) financial years i.e. fromthe conclusion of the 25lh AGM till the conclusion of the 30th AGMto be held in the year 2024. Ministry of Corporate Affairs vide its notification dated May07th 2018 omitted the requirement to ratify the appointment of StatutoryAuditors of the Company in every annual general meeting.
The following non-compliances have been identified by the Statutory Auditors in thecompany for the period under review and the comments by management on each observation issummarized as below :-
|Sr. Observations by Statutory1 Auditors No. ||Comments by Management |
|1 The Company has failed to comply with Section 203 of Companies Act 2013 read with Rule 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 which requires every listed entity to have the following whole-time key managerial personnel ||The Company has appointed Ms. Riddhi Shall as Company Secretary of the Company with elfect from 25th May 2020 in their Board Meeting held on 25th May 2020. |
|(i) Managing director or Chief Executive Officer or manager and in their absence a whole-time director. ||The Company has also appointed Mr. Maulik Shah as CFO of the |
|(ii) Company secretary; and ||Company with effect from 12th |
|(iii) Chief Financial Officer by not appointing a Company Secretary as well as a Chief Financial Officer for the purpose. ||June 2020 in their Board Meeting held on 12th June 2020. |
|2. Section 138(1) of Companies Act 2013 read with Rule 13 of Chapter IX of the Companies (Accounts) Rules 2014 requires ever)' listed entity to appoint an internal auditor whereas the company has failed to comply with the same. ||The Company has appointed CA Hemal Rathod of TRS & Associates Chartered Accountants as Internal Auditors of the Company for the Financial Year 2020-21 in their Board Meeting held on 12th June 2020. |
|3. Minutes are required to be maintained for every Board Meetings General Meetings and Committee Meetings held during the period under Section 118 of the Companies Act 2013. The Company has not maintained any such records and minutes. ||Minutes have been signed and duly maintained for Board Meetings General Meetings and Committee Meetings held during the period under Section 118 of the Companies Act 2013. |
|4. Section 186 of the Act requires the Company to pass a special resolution for lending money in excess of the specified limits in the Section. The Company has lent money in excess of the permissible limits and has not obtained special resolution from the members of the Company regarding the same. ||The Company has passed a Special Resolution under Section 186 of the Act for lending money in excess of the specified limits in the Section. The Company has obtained special resolution from the members of the Company regarding the same in the Notice of the ensuing Annual General meeting as Special Business. |
SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules framedthereunder Mr. Amrish Gandhi Practicing Company Secretary (ICSI Certificate of PracticeNo. 5656) 504 Shivalik Abaise Nr. Anand Nagar Bus Stand Opp. Shell Petrol Pump AnandNagar Road Satellite Ahmedabad-380015 was re- appointed as Secretarial Auditor of theCompany to conduct the secretarial audit of the Company for the fiscal year 2020.
The Secretarial Audit Report is annexed as "Annexure-II" The report containssome qualifications reservation or adverse remark or disclaimer. ITie Board has furtherappointed Mr. Amrish Gandhi Practicing Company Secretary (ICSI Certificate of PracticeNo. 5656) as Secretarial Auditor of the Company for the fiscal year 2021.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
According to the information and explanations provided by the management transactionswith the related parties are in compliance with section 177 and 188 of Companies Act 2013where applicable and the details have been disclosed in the in the Financial Statements asrequired by the applicable Indian Accounting Standards.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 (as applicable / required) are given in the notes to theFinancial Statements.
INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. A policy in this regardhas been framed by the Company for effective formulation of Internal Financial Controls.
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis.
A) Details of the ratio of the remuneration of each director and/or KMPs to the
median employee's remuneration and other details as requned pursuant to Rule 5(1) ofthe C ompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:
|s. No. Name of Director / KMP and Designation ||Remuneratio n of Director / KMP for F.Y. 2019-20 (in Rs.) ||% increase in Remuneration in the F.Y. 2019-20 ||Ratio of remuneration of each Director/to median remuneration of employees |
|1 Mr. Mohit Desai (Managing Director) ||275000 ||No increase it is decreased by 8.33% ||1/1 |
|2 Ms. Nisha Desai (Executive Director) ||NIL ||NIL ||Not Applicable |
|3 Mr. Rajendrakumar Gandhi (Independent Director) ||NIL ||NIL ||Not Applicable |
|4 Mr. Atul Shah (Independent Director) ||NIL ||NIL ||Not Applicable |
i) Median remuneration of employees of the Company during the financial vear 2019-2020was Rs. 275000/-.
ii) Median remuneration of employees of the Company during the financial vear 2018-2019was Rs. 300000/-.
iii) There were 02 (Two) confirmed employees on the rolls of the Company as on 31stMarch 2020.
iv) It is hereby affirmed that the remuneration paid is as per the Remuneration Policyfor Directors Key Managerial Personnel and other Employees.
B) Details of every employee of the Company as required pursuant to rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:During the year under consideration none of the employees of the company was in receiptof remuneration in excess of limits prescribed under clause 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 hence particulars asrequired under 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are not given.
CORPORATE SOCIAL RESPONSIBILTY
This clause is not applicable to your Company.
REPORT ON CORPORATE GOVERNANCE
The Company recognizes and embraces the importance of Corporate Governance. CorporateGovernance is about maximizing shareholder's value legally ethically and sustainably.Yurunus believe sound corporate governance is critical to enhance and retain investortrust.
Our disclosure seeks to attain the best practices in efficient corporate governance.Our Corporate Governance report for the fiscal year 2020 forms pail of this Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the nature of activities which are being carried on by the CompanyDisclosure of particulars with respect to conservation of energy technology absorptionand foreign exchange earnings and outgo as required under Section 134(3Xm) of CompaniesAct 2013 read with Rule 8(3) of the Companies ( Accounts) Rules 2014 respectively arenot applicable to the Company.
During the year under review there was no foreign exchange earnings and outgo.REPORTING OF FRAUDS BY AUDITORS
During the year under review neither the statutory auditors nor the secretarialauditors has reported to the audit committee under Section 143(12) of the Companies Act2013 any instances of fraud committed against the Company by its officers or employeesthe details of which would need to be mentioned in the Board's Report.
The Company complies with all applicable mandatory secretarial standards issued by theInstitute of Companies Secretaries of India.
PARTICULARS OF EMPLOYEES
As required under the provision of Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company is not given as there were no employees drawingremuneration beyond the prescribed limit under the above referred provisions.
Your Directors wish to place on record their sincere appreciation of the assistance andsupport extended by customers financial institutions banks vendors Government andother associated (as the case may be) with the activities of the Company. Your Directorsacknowledge with gratitude the encouragement and support by our valued shareholders.
For and on behalf of the Board of Directors of YURANUS INFRASTRCUTURE LIMITED
| ||Sd/- ||Sd/- |
| ||Mohit Desai ||Nisha Desai |
| ||(Managing Director) ||(Executive Director) |
| ||(DIN: 03089420) ||(DIN: 06593368) |
|Place: Ahmcdabad || || |
|Dated: May 30th 2020 || || |