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EQUITY - MARKET SCREENER

Polo Queen Industrial and Fintech Ltd
Industry :  Trading
BSE Code
ISIN Demat
Book Value()
540717
INE689M01025
4.7464891
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
0
2012.82
EPS(TTM)
Face Value()
Div & Yield %
0.05
2
0
 

As on: Sep 29, 2022 12:54 PM

To

The Members,

Your Directors have pleasure in presenting the 37 Annual Report on the operational and business performance of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2021.

FINANCIAL RESULTS :

The salient features of the Company's working for the year under review are as under:

(Amount in Thousands)

Standalone Consolidated
Particulars Year Ended 31.03.2021 Year Ended 31.03.2020 Year Ended 31.03.2021 Year Ended 31.03.2020
Sales and other Income 321671.45 179,822.97 323444.12 179872.67
Profit /(Loss) before Interest and Depreciation 17495.78 8468.73 18708.94 7829.36
Less: Interest 14217.97 10216. 11 14297.89 10295.68
Profit/(Loss) before Depreciation 3277.81 (1747.38) 4411.05 (2466.32)
Less: Depreciation 608.14 883.06 608.14 883.06
Profit/(Loss) Before Taxation 2669.67 (2630.44) 3802.91 (3349.38)
Less: Provision for Taxation (net) 416.47 - 430.71 10.27
Less: Tax Adjustment relating to prior years (10.21) - (10.31) -
Add: Deferred Tax 33.55 (10.75) 33.55 18.21
Net Profit/ ( Loss ) after Tax 2229.86 (2619.69) 3348.96 (3377.87)

OPERATIONS

During the year under review the Company has recorded receipts of Rs. 3216.71 Lacs as compared to Rs. 1798.23 Lacs in the previous year. The Company has recorded a Net profit Rs. 22.30 Lacs as compared to a Net loss of Rs. 26.20 Lacs in the previous year.

During the year under review despite adverse impact of Covid pandemic, the turnover of the Company has shown around 85.24% growth as compared to the previous year mainly due to expanding the spread of product mix and catering to the different sectors of the society. The Company's profitability also improved with profit after tax of Rs.22.30 lacs as compared to Loss of Rs.26.20 lacs.

With a view to boost growth, the Company continues to focus on marketing and distributing its products in Tier II and Tier III cities, mainly in Maharashtra. The Company has tied up with METRO Cash & Carry giving the Company's products a wider reach. This business is slowly picking up. The Company has also added a Warehouse at Wadki, Pune, which has improved supply chain logistics.

The Company's trading activities in chemicals and minerals have encountered hurdles due to restrictions on the imports from China. The Company is exploring alternate sources for procurement to step up its business.

The Company continues to interact with various entities for a Joint venture to develop the Data Center business at MIDC Dombivili with the help of professional consultants. However, negotiations were interrupted by the COVID 19 pandemic. Your Directors are cautiously optimistic of concluding negotiations in the near future.

DIVIDEND

With a view to conserving the resources of your Company, your Directors have decided not to recommend Dividend for the year.

RESERVES

The Company has not transferred any amount to the general reserves during the year

IMPACT OF COVID-19

The outbreak of Coronavirus (COVID-19) pandemic globally and in India has resulted in slow down of economic activities. The Company has evaluated the impact of this pandemic on its business operations during the year ended March 31, 2021. The pandemic has not materially impacted revenues of the Company for the year ended March 31, 2021.

The extent to which the pandemic will impact Company's results will depend on future developments, which are highly uncertain, including, among things, any new information concerning the severity of the COVID-19 pandemic and any action to contain its spread or mitigate its impact whether government mandated or elected by the Company. Given the uncertainty over the potential macro-economic condition, the impact of global health pandemic may be different from that estimated as at the approval of these financial statements and the Company will continue to closely monitor any material changes to future economic conditions.

BUSINESS RISK MANAGEMENT

The Company manages and monitors principal risks and uncertainties that can impact the ability of the Company to achieve its targets/objectives. Timely reports are placed before the board for considering various risks involved in the Company's business/operations. The Board evaluates these reports and necessary/corrective action is then taken.

A brief report on risk evaluation and management is provided under Management's Discussion and Analysis Report forming part of this Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place, adequate systems and procedures for implementation of internal financial control across the organization which enables the Company to ensure that these controls are operating effectively.

DIRECTORATE

In accordance with the Act and the Articles of Association of your Company, Mr. Nandlal Sanghai and Mr. Umesh Kumar Agarwalla retire by rotation and are eligible for re-appointment.

During the year under the review there is change in designation of Mrs. Feroza Panday as an Additional Director of the Company in 36th Annual General Meeting.

A brief profile of the Directors proposed to be appointed/re-appointed is annexed to the Notice.

The Independent Directors have furnished necessary declarations as required under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

KEY MANAGERIAL PERSONNEL

In terms of Section 203 of the Companies Act, 2013, Mr. Udit P. Sanghai - Executive Director & CFO (Whole Time Director), Mr. Umesh Kumar Agarwalla, Whole Time Director and Mrs. Vandana Yadav, Company Secretary, are the Key Managerial Personnel of the Company.

BOARD EVALUATION

The Board has carried out an annual performance evaluation of the Directors individually including Independent Directors, Board as a whole and of its various committees on parameters such as skills, knowledge, participation in meetings, contribution towards Corporate Governance practices, compliance with code of ethics etc.

The Independent Directors have carried out a performance evaluation of non-independent Directors, Chairman of the Board and Board as a whole with respect to knowledge to perform the role, time and level of participation, performance of duties and level of oversight and professional conduct and independence.

The Directors expressed their satisfaction with the evaluation process.

MEETINGS

During the year, four Board Meetings were held, details of which are given in the Corporate Governance Report.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

The Company does not have any Joint Venture or Associate Company. The details of the performance of the subsidiary companies are as follows:

i. POLO QUEEN CAPITAL LIMITED (PQCL)

PQCL is a wholly owned subsidiary of the Company. It was incorporated on March 15, 2016 for the purpose of carrying on the business of Non-Banking Finance Company. The Company has received Certificate of Registration from the Reserve Bank of India dated September 22, 2017 for carrying on the business of Non-Banking Financial Institution without accepting public deposits. The Company has commenced its Financial Business. The Company has invested funds in Equities through portfolio management consultants. As on 31st March 2021, the Company's Net Owned Funds are Rs.2.39 Crores. The Company earned profit of Rs. 10.97 lacs through its operations during the year.

ii. POLO QUEEN SOLUTIONS LIMITED (PQSL)

PQSL is a wholly owned subsidiary of the Company. The Company was incorporated on March 3, 2016. The Company has plans to set up a Data Centre on the Plot admeasuring 4,960 Square meters in the name of the Holding Company at MIDC Dombivli, Maharashtra. The Company is looking for a Joint Venture with a Foreign Investor. The Company has appointed KPMG as consultant who are working on various options to identify a suitable Joint Venture Partner. Based on the Pitch Pack and financials submitted by KPMG, the Company is exploring the possibility of a Joint Venture with International reputed players. The Company has also appointed Mindspring Advisors Private Limited who have been entrusted with the assignment to identify a suitable Joint Venture Partner.

iii. POLO QUEEN PHARMA TRADE INDUSTRY LIMITED (PQPL)

PQPL is a wholly owned subsidiary of the Company. It was incorporated on March 3, 2016. PQPL plans to set up a Pharma/Chemical plant/ factory at a plot situated at MIDC, Mahad admeasuring 79,916 Square meters. The Company has already appointed KPMG as consultants to identify a suitable Joint Venture Partner. In the meantime, the Company is also exploring various options for the utilization of the allotted Plot. The Company has commenced construction of admin/Pilot plant and also 16 sheds with a view to obtaining Building Completion Certificate (BCC) from MIDC. The work is progressing.

A statement containing salient features of the financial statements in Form AOC-1, as required under Section 129 (3) of the Companies Act, 2013, forms a part of this Annual Report.

Your Company has approved a policy for determining material subsidiaries and the same is uploaded on the Company's website which can be accessed using the link http://poloqueen.com/policies-and-codes.php. As per this Policy, your Company does not have any material subsidiary.

RELATED PARTY TRANSACTIONS

All transactions entered into with related parties as defined under the Companies Act, 2013 and Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year were on an arm's length basis and in the ordinary course of business.

The policy has been disclosed on the website of the Company at www.poloqueen.com. Web link for the same is http://poloqueen.com/policies-and-codes.php.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) and applicable rules of the Companies Act, 2013 in Form AOC-2 is provided as Annexure B to this Annual Report.

NOMINATION AND REMUENRATION POLICY:

A committee of the Board named as "Nomination and Remuneration Committee" has been constituted to comply with the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (LODR) Regulations, 2015 to recommend the Company's policy on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters and to frame proper systems for identification, appointment of Directors & KMPs, payment of remuneration to them and evaluation of their performance. The policy is also posted on the Company's website at www.poloqueen.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There were no Guarantees or Investments made by the Company pursuant to the provisions of Section 186 of the Companies Act, 2013, during the financial year under review. The details of Loans have been disclosed in Note 38 to the Financial Statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The Company does not own any manufacturing facility and hence the particulars relating to conservation of energy and technology absorption as stipulated in the Companies (Accounts) Rules, 2014 are not applicable. The Company has earned Rs.121.93 Lacs foreign exchange and has spent Rs.85.13 Lacs in Foreign Exchange during the accounting year ended 2020-21.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them your Directors make the following statements in terms of Section 134 (3) (c ) of the Companies Act, 2013 that:

a) the Annual Accounts have been prepared in conformity with the applicable Accounting Standards;

b) the Accounting Policies have been selected and applied on a consistent basis so as to give a true and fair view of the affairs of the Company and of the profit for the financial year;

c) sufficient care has been taken that adequate accounting records have been maintained for safeguarding the assets of the Company; and for prevention and detection of fraud and other irregularities;

d) the Annual Accounts have been prepared on a going concern basis;

e) the internal financial controls laid down in the Company were adequate and operating effectively;

f) the systems devised to ensure compliance with the provisions of all applicable laws were adequate and operating effectively.

FIXED DEPOSITS

Your Company has not accepted any deposits from the public during the year within the meaning of Sections 73 to 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF EMPLOYEES

The Company has no employee in receipt of remuneration in excess of the limit prescribed in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of employees required under Rule 5 of the aforesaid Rules, are attached as Annexure I to this Report.

VIGIL MECHANISM

The Company has a Vigil Mechanism and Whistle-Blower Policy to deal with instances of fraud and mismanagement, if any, and conducting business with integrity, in accordance with all applicable laws and regulations. The summary of the policy has been disclosed on the website of the Company at www.poloqueen.com Weblink for the same is http://poloqueen.com/pdf/vigil-mechanism-policy.pdf.

AUDITORS

As per the provisions of the Companies Act, 2013 M/s. Gupta Raj & Co., Chartered Accountants, (FRN 001687N), were appointed as Statutory Auditors of the Company for a period of five years at the annual general meeting held in 2017 till the conclusion of 38th annual general meeting. The requirement for the annual ratification of auditor's appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 07, 2018. In view of this, no resolution is proposed for ratification of the appointment of the Auditors at the ensuing AGM.

Pursuant to Sections 139 and 141 of the Act read with Companies (Audit and Auditors) Rules 2014, M/s. Gupta Raj & Co., have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

AUDITORS' REPORT

During the year under review, the Auditor has not reported any matter under section 143 (12) of the Companies Act, 2013 and therefore no default disclosed under section 134 (3) (ca) of the Act.

The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mrs. Grishma Khandwala, Practicing Company Secretary (C.P. No. 1500) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report for the financial year ended March 31, 2021 is annexed herewith as 'Annexure II' to this Report. The Secretarial Audit Report does not contain any reservation, qualification or adverse remark.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company https://www.poloqueen.com/annual-reports.php.

GENERAL

Your Directors 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:

a) Issue of equity shares with differential rights as to dividend, voting or otherwise.

b) Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

c) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.

d) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

e) During the year under review, there were no cases filed or reported pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

POLICY ON SEXUAL HARASSMENT:

The Company has adopted Policy on Prevention of Sexual Harassment of Women at the Workplace in accordance with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year ended 31st March, 2021, the Company has not received any complaints pertaining to sexual harassment.

MANAGEMENT DISCUSSION AND ANALYSIS:

Pursuant to Regulation 34 (2) (e) of SEBI (LODR) Regulations, 2015, a report on Management Discussion & Analysis is herewith annexed as Annexure- III.

CORPORATE GOVERNANCE:

A detailed report on Corporate Governance forms part of this Annual Report. The Auditors' Certificate on compliance with Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators /Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no Material Changes and Commitments affecting the financial position of the Company between the end of the financial year to which the financial statements relate and the date of this Report.

ACKNOWLEDGEMENT

The Directors wish to take this opportunity to express their sincere thanks to the Company's Bankers for their valuable support and the Shareholders for their confidence in the Company.

For and on behalf of the Board of Directors
NANDLAL SANGHAI DIRECTOR
RAHUL KUMAR SANGHAI DIRECTOR
PRABHAS SANGHAI DIRECTOR
UMESH KUMAR AGARWALLA WHOLE TIME DIRECTOR
Place: Mumbai
UDIT P. SANGHAI WHOLE TIME DIRECTOR &
Dated : June 24, 2021 CHIEF FINANCIAL OFFICER