As on: Jul 02, 2025 02:18 AM
Dear Members,
The Board of Directors are pleased to present the Thirty Sixth Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended 31st March, 2021. The Statement of Accounts, Auditors' Report, Board's Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014.
1. FINANCIAL RESULTS
The Company's financial performance for the year ended March 31, 2021 is summarized below:
2. RESERVES
During the year under review, your Company has not transferred any amount to the General Reserves.
3. PERFORMANCE AND AFFAIRS OF THE COMPANY
During the year under review, the Company recorded revenue of Rs. 2111.81 lacs as against last year revenue of Rs. 5977.56 lacs. The loss before tax stood at Rs. 233.79 lacs against a profit of Rs. 327.50 lacs last year.
4. SHARE CAPITAL
During the year under review, there was no change in the share capital structure of the Company. The paid-up capital as on 31st March 2021 was Rs. 49, 01, 400.
5. DIVIDEND
In view of losses, the management is not recommending any dividend for the year ended 31st March 2021.
6. CURRENT STATUS
The financial position of the Company in the financial year 2020-21 is subdued due to the impact of Coronavirus.
The second wave of COVID-19 have heavily impacted the operations and business of the company due stagnated market and slowdown of economic activity.
7. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT
There is no change in the nature of business of the Company during the year and there is no revision in Board's Report and whatever submitted herewith is the final report.
8. REPORT DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES AND STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF ASSOCIATE COMPANY:
Company is not having any subsidiary, joint venture, associate Company and hence the statement containing the salient feature of the financial statement of a company's subsidiary, joint venture, associate company under the first proviso to subsection (3) of section 129 in the prescribed Form AOC-1 is not applicable.
9. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES
10. DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES
There are no new Subsidiary/Joint Ventures/Associate Companies of the Company during the year under review.
11. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES
During the year under review, your Company did not have any subsidiary, associate and joint venture Company.
12. CORPORATE GOVERNANCE
Corporate Governance deals with ethical conduct, integrity and accountability. Corporate Governance essentially involves balancing the interest of all the stakeholders of the Company. The Corporate Governance provisions are not applicable to the Company, hence, reporting on the same is not annexed with the report.
13. PUBLIC DEPOSITS
Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise.
14. DIRECTORS AND KEY MANAGERIAL PERSONNEL
(i) Directors
Your Board currently comprises of 5 Directors including 3 Non Executive Directors and 2 Executive Director.
Mrs. Maneka V Mulchandani, (DIN NO: 00491027) Director will retire by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013, offers herself for re-appointment.
Mr. Pranav Salil Kapur has been appointed as an Additional Non-Executive Director w.e.f. 12th March, 2020 on the Board of the Company and has recommended the Members to designate him as an Independent Director of the Company w.e.f. ensuing Annual General Meeting.
(ii) Key Managerial Personnel
Ms. Mohini Budhwani, resigned as a Company Secretary w.e.f. 23rd December, 2020 and Ms. Sweety Dhumal was appointed as Company Secretary w.e.f. 8th January, 2021.
(iii) Declaration by an Independent Director(s)
The Company has complied with the provisions of section 149(6) of the Companies Act, 2013. The Company has also obtained declarations from all the Independent Directors pursuant to section 149(7) of the Companies Act, 2013.
The provisions of Regulations 25 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015 are not applicable to the Company.
(iv) Annual Evaluation of Board
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance and other Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, promotion of participation by all directors and developing consensus amongst the directors for all decisions.
15. NUMBER OF BOARD MEETINGS
During the Financial year, total 10 (Ten) meetings of the Board of Directors were held on following dates:
16. DIRECTOR'S RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by your Directors they make the following statements in terms of Section 134(3)(c)of the Companies Act, 2013 and hereby confirm that:- a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
b. the Directors have selected such accounting policies and applied consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2021 and of the loss of the Company for the year ended on that date;
c. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors have prepared the annual accounts on a going concern basis;
e. the Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. However, the Company could not conduct internal Financial Control during the year due to the lockdown announced all over the Country due to emergence of COVID-19.
f. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
17. NOMINATION AND REMUNERATION COMMITTEE
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.
(a) Brief description of Terms of Reference
Apart from determining the Company's Policy on specific remuneration packages for Executive Directors including pension rights and any compensation payment and to fix the remuneration payable to executive directors, the terms of reference is as per the provisions of section 178 of the Companies Act, 2013 and rules framed there under.
(b) Composition, Name of Members and Chairman as on 31.03.2021:
Nomination and Remuneration Committee comprises of:
1. Mr. Vinay Rane- Independent Director (Chairman of the Committee)
2. Mr. Anil Kulkarni- Independent Director
3. Mr. Chintan Patel - Managing Director and CEO
(c) Composition, Name of Members and Chairman
The Nomination and Remuneration Committee met seven (7) times during the year. The details of the same are as follows:
(d) Remuneration Policy
The Nomination and Remuneration Policy for Working Directors is reviewed periodically to ensure that the same is in line with the peer companies. The payment of remuneration is duly approved by the Remuneration Committee, the Board of Directors and the Shareholders.
18. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The details of the Committee and its terms of reference are as follows:
a) Brief description of terms of reference
The terms of reference of the Audit Committee are pursuant to section 177 of the Companies Act, 2013. In addition, the Audit Committee reviews the Accounting Policies, interacts with the Statutory Auditor and Internal Auditor and discusses the audit program with them. The committee acts as a link between the Management, Auditors and Board of Directors of the Company and has full access to financial information.
Recommendations of the Audit Committee, if any, are considered and implemented by the Board from time to time
b) Composition, Name of Members and Chairman as on 31.03.2021:
Audit Committee comprises of:
) Meetings and Attendance during the year
The Audit Committee met Five (5) times during the year. The details of the same are as follows:
The minutes of the audit committee meetings were noted at the board meetings.
The Company Secretary is the secretary to the committee.
19. STAKEHOLDERS RELATIONSHIP COMMITTEE
The Stakeholders Relationship Committee was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013.
a) Composition, Name of Members and Chairman as on 31.03.2021:
Stakeholders Relationship Committee comprises of:
3. Mrs. Maneka Vijay Mulchandani - Director b) Meetings and Attendance during the year
The Stakeholders Relationship Committee met Four (4) times during the year. The details of the same are as follows:
The minutes of the Stakeholders Relationship committee meetings were noted at the board meetings.
20. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal and unethical behavior.
The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed “Vigil Mechanism Policy” for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.
The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.
21. INSURANCE AND RISK MANAGEMENT POLICY
The Company has obtained adequate insurance on all of its fixed and other assets. The Company has identified the potential risks against the business of the Company and is taking proper safeguards to mitigate / minimize the risks. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. The detailed analysis of the Risk elements are discussed under the ‘Management analysis and Discussion Report'.
22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO
The information as per Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Account) Rules, 2014 with respect to conservation of energy, technology absorption & foreign exchange earnings and outgo is as follows:
A. CONSERVATION OF ENERGY:
(i) The steps taken or impact on conservation of energy:
Energy conservation dictates how efficiently a Company can conduct its operations. The Company has recognized the importance of energy conservation in decreasing the deleterious effects of global warming and climate change. The Company has strengthened the Company's commitment towards becoming an environment friendly organization. The Company carries out regular maintenance and development work of electricity equipment to save the energy. The Company is also using the energy efficient products to reduce wastage of scarce energy.
(ii) The steps taken by the Company for utilising alternate sources of energy:
The Company is using the electricity as main source of its energy requirement. The Company is not having/exploring any alternate source of energy.
(iii) The capital investment on energy conservation equipments:
For the year under review, there was no investment in energy conservation equipment.
B. TECHNOLOGY ABSORPTION:
i) The efforts made towards technology absorption: No efforts were taken.
ii) The benefits derived like product improvement, cost reduction, product development or import substitution:
The Company has not absorbed/made any new technology during the year.
iii) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
No technology was imported during the three years preceding to the year under report. iv) The expenditure incurred on Research and Development: Nil. C. FOREIGN EXCHANGE EARNINGS AND OUTGO:
23. INTERNAL CONTROL SYSTEMS
Adequate internal control systems commensurate with the nature of the Company's business, size and complexity of its operations are in place. It has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.
However, the Company could not conduct internal Financial Control during the year due to the lockdown announced all over the Country due to emergence of COVID-19.
24. EXTRACT OF ANNUAL RETURN
Extract of the Annual Return in form MGT-9 for the financial year ended 31st March, 2021 made under the provisions of Section 92(3) of the Act is annexed as ANNEXURE- A which forms part of this Report.
25. CORPORATE SOCIAL RESPONSIBILITY:
The Corporate Social Responsibility is not applicable to the Company hence there is no report on the same.
26. AUDITORS
(i) STATUTORY AUDITOR
In the 32nd Annual General Meeting held on 29th September 2017 M/s K.P.D. & Co. , Chartered Accountants (ICAI FRN: 136856W) was appointed as Statutory Auditors for a tenure of 5 years subject to ratification of their appointment at every subsequent Annual General Meeting. The Companies (Amendment) Act, 2017 has waived the requirement for ratification of the appointment of the Auditors at every Annual General Meeting. Auditors have confirmed their eligibility and submitted the Certificate in writing that they are not disqualified to hold the office of the Statutory Auditor.
AUDIT REPORT
The Statutory Auditors have not made any qualification in their Report dated 26th June, 2021 for the financial year ended 31st March 2021, However, they have emphasized on some matters in their report to the Board of Directors of the Company.
(ii) SECRETARIAL AUDITOR
The Board has appointed Ms. Sonali Gamne, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2020-21. The Report of the Secretarial Audit Report is annexed herewith as ANNEXURE- B.
(iii) COST AUDITOR
The Company is not required to appoint Cost Auditor as it is not required to submit cost audit report pursuant to the provision of the Companies (Cost Records and Audit) Rules, 2014.
27. GREEN INITIATIVES
Pursuant to Sections 101 and 136 of the Companies Act, 2013 The Company will be sending Annual Report through electronic mode i.e. email to all the shareholders who have registered their email addresses with the Company.
28. SECRETARIAL STANDARDS.
It is hereby confirmed that the Company has complied with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).
29. HUMAN RESOURCES
Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.
30. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. There was no accident during the year.
31. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATED
Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.
32. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, the company could not carry out Internal Financial Controls review due to Covid 19 lock down situations prevailing during the year.
33. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES UNDER
SECTION 186 OF THE COMPANIES ACT OF 2013.
The Company has given a loan of Rs. 3,00,00,000 to Group Company during the year 2019-20 within the limit as specified under Section 186 of Companies Act, 2013.
However, the Company has not granted any loans, not given any guarantees and not made any investment during the financial year 2020-21.
34. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
During the year under review the company had entered into transactions with the Directors, Relatives of KMP and with the entity in which the Directors are common. Details of the said transactions are disclosed in Note No. 36 i.e. Related Party Disclosures in notes to accounts.
Pursuant to provision of section 188 of the Companies Act, 2013 and the rules made thereunder all the transactions entered into by the Company during the Financial year 2020-21 with the related parties are entered in ordinary course of business and are at arms length basis and not material in nature. Hence, the disclosure under Form No. AOC-2 is not applicable to the Company.
35. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER
DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014.
There were no employees of the Company drawing remuneration of Rs. 1.02 crore per annum or more or Rs.8.5 lacs per month or more during the year under review. The details pursuant to Rule 5(2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as ANNEXURE C.
36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013.
The Company has zero tolerance for sexual harassment and has set up an Internal Complaints Committee (ICC) for providing a Redressal mechanism pertaining to Sexual harassment of women employees at workplace. There was no complaint received during the year under review.
37. GENERAL DISCLOSURES
Your Director's state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished.
5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future.
6. No frauds were reported by auditors under sub-section (12) of section 143.
35. ACKNOWLEDGEMENT
Your Director's wish to thank Bankers, Government authorities and various stakeholders, such as, shareholders, customers and suppliers, among others for their support and valuable guidance to the Company. Your Director's also wish to place on record their appreciation for the committed services of all the Employees of the Company.
Place : Mumbai
Dated : 4th September, 2021