Dear Shareholders,
Your Directors here by present the 29th Annual Report together with the Audited
statements of Accounts for the financial year ended on 31st March, 2023.
Financial Performance:
Key aspects of Companys financial performance for the year 2022-23 are tabulated
below:
Particulars |
2022-23 |
2021-22 |
| Total Income |
6,44,24,051.00 |
14,46,82,726.00 |
| Total Expenditure |
10,93,36,968.00 |
14,08,69,884.00 |
| Profit/ Loss before Tax |
-4,49,12,917.00 |
38,12,842.00 |
| Tax Expenses |
12,09,811.00 |
- |
| Profit/ (Loss) for the period from Continuing Operations |
-4,61,22,728.00 |
38,12,842.00 |
| Other Comprehensive Income |
- |
- |
| Total Comprehensive Income for the period |
-4,61,22,728.00 |
38,12,842.00 |
BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OF THE COMPANYS
AFFAIR:
The financial year 2022-23 was one of the most challenging years for the Indian
Industry. While the Industry was on its path of recovery from a stressed working capital
situation, the widespread and substantive economic disruption caused by the COVID-19
pandemic, significantly impacted the Indian industry wide performance globally as well as
in India. The Summary of the companys performance is narrated as under:-
The Company has revenue of Rs. 6, 44, 24,051 as compared to Rs 14, 46, 82,726 for the
previous year. The Revenue decreased by 44.53% compared to previous year.
The Total Expenditure for the period ended on 31st March 2023 amounted to Rs. 10, 93,
36,968 as compare to Rs 14, 08, 69,884 for the previous year. The Total Expenditure
decreased by 77.61% compared to previous year.
The loss after tax for the period ended on 31st March 2023 amounted to Rs 4,61, 22,728
as compare to Profit after tax Rs. 38,12,842 for the previous year.
Your directors are hopeful to exploit the present resources in efficient manner and
achieve better results in the coming year.
DIVIDEND
Your Directors have not recommended any dividend for the financial year under review in
order to conserve the resource of the company.
TRANSFER TO RESERVES:
The Company does not propose to transfer any amount to Reserves for the period under
review. SHARE CAPITAL:
The issued, subscribed and paid up capital of the Company is Rs. 32,05,00,000/- divided
into 3, 20, 50,000 equity shares of Rs. 10/- each. There has been no change in the share
capital of the Company during the year.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company doesnt have any Holding/ Subsidiary/ Joint Ventures/ Associate Companies
at the start of the year, during the year or at the end of the year and hence there is no
requirement of giving the statement containing the salient feature of the financial
statement of the companys subsidiary or subsidiaries, associate company or companies and
joint venture or ventures.
DEPOSIT:
The Company has not invited/accepted any Deposit within the meaning of the Chapter V of
the Companies Act, 2013 other than exempted deposit as prescribed under the Companies Act,
2013. Hence there are no particulars to report about the deposit falling under Rule 8 (5)(
v ) and ( vi ) of Companies (Accounts) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantee or Investments made by your Company under Section 186 of
the Companies Act, 2013 during the financial year is enclosed as an Annexure to this
Boards Report. During the year under review, the company has not provided any security
falling within in purview of Section 186.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
No material changes and commitments affecting the financial position of the company
have occurred between the end of financial year to which the financial statements relate
and the date of the Directors Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING
CONCERN AND COMPANYS OPERATIONS:
To the best of our knowledge, the company has not received any such orders passed by
the regulators, courts or tribunals during the year, which may impact the going concern
status or companys operations in future.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of the business. There are no
materially significant related party transactions made by the company with Promoters, Key
Managerial Personnel or other designated persons which may have potential conflict with
interest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE
COMPANY:
No material changes and commitments affecting the financial position of the company
have occurred between the end of financial year to which the financial statements relate
and the date of the Directors Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING
CONCERN AND COMPANYS OPERATIONS:
To the best of our knowledge, the company has not received any such orders passed by
the regulators, courts or tribunals during the year, which may impact the going concern
status or companys operations in future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
i. Directors:
The following persons are directors of the company:
1. Ms. Parul Uday Patel (DIN: 09146032): Woman Director
2. Mr. Prashant Joshi (DIN: 09534936): Independent Director
3. Mr. Raviraj Upadhyay (DIN: 09535044): Independent Director
ii. Key Managerial Personnel:
The following persons are Key Managerial Personnel of the company:
1. Mr. MayankNarendrakumar Mehta (DIN: 01306423): Whole time Director
iii. Appointment:
During the financial year 2022-23, there is no appointment of any new director of the
company. Resignation:
During the financial year 2022-23, there is no resignation of any existing director of
the company. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the Companies Act, 2013, that they meet the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013.
NUMBER OF MEETINGS OF BOARD:
The details of the number of meetings of the Board held during the Financial Year
2022-23 forms part of the Corporate Governance Report.
COMMITTEES OF THE BOARD:
The Board of Directors has the following committees:-
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
The details of the Committees along with their composition, number of meetings and
attendance at the meetings are provided in the Corporate Governance Report.
BOARD EVALUATION:
Pursuant to the provisions of the Schedule IV, clause VIII of the Companies Act, 2013
the Board has carried out an evaluation of its own performance, the directors individually
as well as the evaluation of the working of its Audit, Appointment & Remuneration
Committees. The performance evaluations of Independent Directors were also carried out and
the same was noted. Independent Directors in their meeting decided to bring more
transparency in their performance and bring more responsibility while taking any policy
decisions for the benefit of the shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/ EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration. Hence, the
information required pursuant to Section 197 read with Rule 5 (1) (i) of The Companies
(Appointment and Remuneration) Rules, 2014 in respect of ratio of remuneration of each
director to the median remuneration of the employees of the Company for the Financial year
is not given.
STATUTORY AUDITORS:
The Board of Directors of the Company has passed the resolution to appoint M/s
Bhagat & Co., Chartered Accountants, (Firm Membership No.: 127250W) as the
Statutory Auditors of the Company for a period from conclusion of 41st (Forty First)
annual general meeting till the conclusion of 46th (Forty sixth) annual general meeting
subject to your approval in annual general meeting, on such remuneration as may be decided
by the Board and Statutory Auditors.
There is no qualification, reservation or adverse remarks or disclaimer made by the
Auditor in their report.
Notes to the financial statements referred in the Auditors Report are self-explanatory
and therefore do not call for any comments under Section 134 of the Companies Act, 2013.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has
appointed M/s. Daksha Negi & Associates, Company Secretaries in practice to undertake
the Secretarial Audit of the Company. The Secretarial Audit report in the prescribed Form
No MR-3 is annexed herewith.
QUALIFICATION IN SECRETARIAL AUDIT REPORT AND EXPLANATIONS BY THE BOARD:
Sr. No. |
Qualifications made by Secretarial Auditor |
Explanation by the Board |
a |
Acknowledgement for sending the notices of the Meeting of the Board and
Committees are not maintained by the company. |
The notice and agenda for the Board and committee meeting are sent by the
email or hand delivery. The company will ensure to maintain to the acknowledgements for
sending the notice of the meeting of the board and the committee. |
b |
Updating of website with regard to various policies is pending. |
The company will take necessary steps to update website with regard to
various policies which are pending. |
c |
The company has not complied with certain regulation of SEBI (LODR)
Regulations, 2015 as regards publication of Notice of Board Meeting, Notice of AGM,
quarterly results |
The company will take necessary steps to comply with the same |
d |
As per Section 138 of the Companies Act, 2013, the company is required to
appoint Internal Auditor. The company has not appointed Internal Auditor. |
The size of operation of the Company is very small, it is not viable to
appoint Internal Auditor but the Company has established the internal control system. |
e |
As per section 203(l)(i),(ii)&(iii), the Company is required to
appoint Company Secretary. The Company has not appointed Company Secretary. |
Since the Company does not have any significant business activities,
hence the Volume and Scope of work for the Company Secretary is less and it is not a full
time work and the job of Company Secretary is not attractive commensurate with the scope
of work and salary. |
f |
Statutory Registrar as per companies Act 2013 is yet to be updated. |
The company will take necessary steps to update Statutory Register as per
companies Act, 2013. |
g |
Certain event based E Forms have not been filed by the company in time
which were required to be filed with ROC during the audit period. |
The company will ensure to file all relevant documents in time with ROC
and other authorities as when required. |
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
INTERNAL CONTROL SYSTEMS:
The internal financial controls with reference to the Financial Statements are
commensurate with the size and nature of business of the Company. The Company has adopted
the policies and procedures for ensuring the orderly and efficient conduct of its
business, including adherence to Companys policies, safeguarding of its assets,
prevention and detection of frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable financial information.
MAINTENANCE OF COST RECORDS UNDER SECTION 148(1) OF THE COMPANIES ACT, 2013
The company is not under the class of companies as specified by the Central Government
and the provisions for maintenance of cost records under section 148(1) of the Companies
Act, 2013 is not applicable to the company.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS
There is neither application made by the company nor any proceeding pending under the
Insolvency and Bankruptcy Code, 2016 during the year. Hence, the disclosure under Rule 8
(5) of the Companies (Accounts) Rules, 2014 regarding application made or any proceeding
pending under the Insolvency and Bankruptcy Code, 2016 is not applicable to the company
during the year.
DETAILS OF DIFFERENCE BETWEEN AMOUNTS OF THE VALUATION DONE AT THE TIME OF ONE-TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF
The company has not taken loan from the banks or financial institutions during the
year. Hence the disclosure under the Rule 8(5) of the Companies (Accounts) Rules, 2014
regarding details of difference between amounts of the valuation done at the time of
one-time settlement and the valuation done while taking loan from the Banks or financial
institutions is not applicable to the company during the year.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return as prescribed under Section 92(3) of the Companies Act,
2013 (‘the Act) and rule 12(1) of the Companies (Management and Administration)
Rules, 2014, in the prescribed Form No. MGT 9 forming part of this report is annexed
herewith.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social Responsibility
initiative under the provisions of Section 135 of the Companies Act, 2013, read with Rule
9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, as the said
provisions are not applicable.
REPORT ON CORPORATE GOVERNANCE & MANAGEMENT DISCUSSION & ANALYSIS:
Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 Company has taken adequate steps to ensure that
all mandatory provisions of Corporate Governance as prescribed under SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 are complied with, a separate
section titled Report on Corporate Governance together with a Certificate from the
Practicing Company Secretary forms part of this Report. A detailed Management Discussion
& Analysis forms part of this Report.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
not required to be given as there were no employees coming within the purview of this
section.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as required to be
given under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The
Companies (Accounts) Rules, 2014, are not applicable to Company, as our Company has not
carried out in the manufacturing activities. The foreign exchange earnings on account of
the operation of the Company during the year was Rs. Nil.
DIRECTORS RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the
Board hereby submits its responsibility Statement:
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) The directors had selected such accounting policies and applied them 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 at the end of the financial year and of
the profit and loss of the company for that period;
(c) The directors had 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 had prepared the annual accounts on a going concern basis; and
(e) The directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:
The Company has zero tolerance for sexual harassment at workplace and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed thereunder. During the financial year
2020-21, no complain had been received.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS
PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014:
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies
(Appointment & Remuneration) Rules, 2014, every Listed Company mandates to disclose in
the Boards Report the ratio of the remuneration of each director to the permanent
employees remuneration. However, since there is no permanent employee in the Company, no
disclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities, hence the Business
Risk is at the Minimal Level. Hence, no major risk factors are envisaged except for: a.
Government Policies b. Human Resource Risk.
VIGIL MECHANISM:
As the Company does not have any significant business activity, there was no need to
have a Vigil Mechanism Policy.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the assistance and
co-operation received from the Banks, Government Authorities, Customers, and Shareholders
during the year. Your directors also wish to take on record their deep sense of
appreciation for the committed services of the employees at all levels, which has made our
Company successful in the business.
|
BY ORDER OF BOARD |
PLACE : AHMEDABAD |
FOR, EXDON TRADING COMPANY LIMITED |
DATE : 8th September, 2023 |
SD/- |
|
MAYANK N. MEHTA |
|
DIRECTOR |
|
(DIN:01306423) |
+91-9892691696
