To avoid duplication between the Directors Report and the Management Discussion and
Analysis Report for the year, we present below a composite summary of performance of the
various business & functions of the Company.
Industry Overview
The trend in slowdown in global growth continued during the year. India was the fastest
growing large economy with a stable currency that performed better than the most emerging
market currencies. If the industry players manage to restructure their operations as per
the new realities, success will not be very hard to find now. India growth story remained
reasonably positive due to stable domestic consumption, lower commodity & energy
prices & hence improving macroeconomic parameters. However there a re some negative
factors like drought, rising Non-Performing Assets (NPA) of Banks & low credit growth.
The Company is into trading activities of textiles related products.
Business Overview
The Company main activities are trading into textiles related items. The Company is
exploring various options to improve margins of the Company, by having tight control on
expenses & exploring various business activities. Chinese products had flooded our
markets which has impact on every Indian Companies, including us.
Despite various adverse factors we firmly believe that Indian economic will grow and
hence the growth of textiles sector presents us with exciting opportunities like Indias
long-term growth story remains intact notwithstanding declining growth in the past year or
two. This presents vast opportunities for us to grow our businesses in the medium to long
term, though short-term pain remains a possibility. We further believe the policy
liberalization and forward-looking regulatory changes will help markets grow in size.
While positive Government policies and regulatory changes do enlarge the scope of
opportunities for textiles sector companies, lack of or delay in reforms or certain
regulatory changes can significantly impact the performance or make an existing business
model unviable. The growth in the sector is very good and Management expects better
results in for the coming year. The Company is targeting lower segment of the market,
where the margins are low but there is huge market as Tier II & Tier III cities are
more sensitive to prices, but they are also looking to various international brands. The
Management of the Company is not able to quantify the economic impact of lock down and
COVID-19 effect. As and when, it will be quantified, the Board will declare it.
Adequacy of Internal Control:
The Company has robust internal control systems in place which are commensurate with
the size and nature of the business. The internal controls are aligned with statutory
requirements and designed to safeguard the assets of the Company. The internal control
systems are complemented by various Management Information System (MIS) reports covering a
ll a reas. Increased a ttention is given to a uto generation of MIS reports as against
manual reports to take care of possible human errors or alteration of data. The Management
reviews and strengthens the controls periodically.
Human Resource Development
The Company recognizes the importance of Human Resource a s a key a sset instrumental
in its growth. The Company believes in acquisition, retention and betterment of talented
team players. With the philosophy of inclusive growth, the Company has redefined its
performance management system. The new system focuses on progression of individual
employees together with organizational goals. Under the new system increased thrust will
be on job rotation and multi-skilling.
Manpower
The company recognizes the importance of human value and ensures that proper
encouragement both moral and financial is extended to employees to motivate them.
Segment-Wise Performance
The Company is into single reportable segment only
Compliance
The Compliance function of the Company is responsible for independently ensuring that
operating and business units comply with regulatory and internal guidelines. The
Compliance Department of the Company is continued to play a pivotal role in ensuring
implementation of compliance functions in accordance with the directives issued by
regulators, the Companys Board of Directors a nd the Companys Compliance Policy. The
Audit Committee of the Board reviews the performance of the Compliance Department and the
status of compliance with regulatory/internal guidelines on a periodic basis.
New Instructions/Guidelines issued by the regulatory authorities were disseminated
across the Company to ensure that the business and functional units operate within the
boundaries set by regulators and that compliance risks are suitably monitored and
mitigated in course of their activities and processes.
Cautionary Statement
Investors are cautioned that this discussion contains statements that involve risks and
uncertainties. Words like anticipate, believe, estimate intend, will, expect and other
similar expressions are intended to identify “Forward Looking Statements”. The
company assumes no responsibility to amend, modify or revise any forward looking
statements, on the basis of any subsequent developments, information or events. Actual
results could differ materially from those expressed or implied.
Dividend:
The Board of Directors does not recommend any Dividend for the year under review
Share Capital
The Company has not changed the capital structure during 2020-21.
Reserves
Out of the profits available for appropriation, no amount has been transferred to the
General Reserve and the balance amount of Rs. 7.77 lacs has been carried forward to profit
& loss account.
Acceptance of Fixed Deposits:
The Company has not accepted any Fixed Deposits from general public within the purview
of Section 73, of the Companies Act, 2013, read with the Companies (Acceptance of Deposit)
Rule, 2014, during the year under review.
Subsidiaries, Joint Ventures and Associates Companies:
The Company does not have any subsidiaries, joint venture & associates Company.
Particulars of Contract or Arrangement with Related Party
There is no transaction with Related Party which requires disclosure under Section
134(3) (h) of the Companies Act, 2013and Rule 8(2) of the Companies (Accounts) Rules,
2014. There being no material related party transactions as defined under Regulation 23 of
the SEBI (LODR) Regulations, 2015, there are no details to be disclosed in Form AOC 2 in
that regard. The policy on materiality of related party transactions and also on dealing
with related party transactions as approved by the Board may be accessed on the Company
website www.yantranaturalltd.com. All related party transactions which were entered into
during the year were on arms length basis and were in the ordinary course of business and
did not attract provisions of section 188 of the Companies Act, 2013 and were also not
material related party transactions under Regulation 23 of the SEBI (LODR) Regulations,
2015. There is no material transactions entered into with related parties, during the
period under review, which may have had any potential conflict with the interests of the
Company. Pursuant to Regulation 26(5) of the SEBI (LODR) Regulations, 2015, senior
personnel made periodical disclosures to the Board relating to all material financial and
commercial transactions, where they had or were deemed to have had personal interest that
might have been in potential conflict with the interest of the Company & same was nil.
Loans, Investment and Guarantees by the Company
There is no loan given, investment made, guarantee given or security provided by the
Company to any entity under Section 186 of the Companies Act, 2013. Particulars of
Investment made/loan given under section 186 of the Companies Act, 2013 are provided in
the financial statement.
Internal Financial Controls
The Internal Financial Controls with reference to financial statements as designed and
implemented by the Company are adequate. During the year under review, no material or
serious observations has been received from the Auditor of the Company for inefficiency or
inadequacy of such controls.
Disclosures under Section 134(3) (I) of the Companies Act, 2013
No material changes and commitments which could affect the Company financial position
have occurred between the end of the financial year of the Company and the date of this
report, except as disclosed elsewhere in this report.
Directors
There was no change in the composition of the Board of Directors of the Company during
the year under review.
Mr. Dhiresh Uttamchand Munver (DIN: 02782239), Director of the Company was reappointed
who retires by rotation and being eligible, offers himself for reappointment.
Directors Remuneration Policy
The Board on the recommendation of the Nomination and Remuneration Committee has framed
a Remuneration policy, providing criteria for determining qualifications, positive
attributes, independence of a Director and a policy on remuneration for Directors, key
managerial personnel and other employees. The detailed Remuneration policy is placed on
the Companys website www.yantranaturalltd.com
Consolidated Financial Statement
The a udited consolidated financial statement of the Company prepared in accordance
with relevant Accounting Standards (AS) issued by the Institute of Chartered Accountants
of India forms part of this Annual Report. The Compliance
Officer will make these documents available upon receipt of a request from any member
of the Company interested in obtaining the same. These documents will also be available
for inspection at the Registered Office of your Company during working hours up to the
date of the Annual General Meeting.
Number of Meeting of Board of Directors
The Board of Directors have met 4 times during the year ended 31st March,
2021 in accordance with the provisions of the Companies Act, 2013 and rules made there
under. All the Directors actively participated in the meetings and contributed valuable
inputs on the matters brought before the Board of Directors from time to time.
Declarations by Independent Director
Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act 2013,
the Company has received individual declarations from all the Independent Directors
confirming that they fulfill the criteria of independence as specified in Section 149(6)
of the Companies Act 2013.
Statutory Auditors
Pursuant to the provisions of section 139 of the Companies Act, 2013 and the Rules made
there under, M/s. Tejas Nadkarni & Associates, Chartered Accountants was appointed as
Statutory Auditors of the Company in the AGM held in the year 2020 to fill the casual
vacancy caused by the resignation of M/s. Mohandas & Co., Chartered Accountants,
Mumbai, who is eligible to hold the office for a period of five years up to 2025. The
Company has received a certificate from the Auditor that, he is not disqualified for
re-appointment within the meaning of Section 141 of the Companies Act, 2013 and his
appointment, if made would be within the limits specified in Section 139 of the said Act.
Auditors Report:
The observations and comments furnished by the Auditors in their report read together
with the notes to Accounts are self-explanatory and hence do not call for any further
comments under Section 134 of the Companies Act, 2013.
Directors Responsibility Statement:
In accordance with the requirement of Section 134 of the Companies Act, 2013, the Board
of Directors of the Company confirms:
i. In the preparation of the annual accounts for the financial year ended 31st
March, 2021 the applicable accounting standards have been followed along with proper
explanation relating to material departure.
ii. That the Directors have 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 the year ended 31st
March, 2021. iii. That the Directors have taken sufficient and proper care for the
maintenance of adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting material fraud andother irregularities.
iv. That the Directors have prepared the Annual Accounts on a going concern basis.
v. There are no material changes & commitments, if any, affecting the financial
position of the company which have occurred between the end of the financial year of the
company to which the financial statements relate & the date of the report.
vi. There are proper systems have been devised to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
vii. That 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.
viii. Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the internal, statutory a nd
secretarial a uditors a nd external consultants, including audit of internal financial
controls over financial reporting by the statutory auditors, and the reviews performed by
management and the relevant board committees, including the audit committee, the board is
of the opinion that the Companys internal financial controls were adequate and effective
during FY 2020-21.
Annual Evaluation by the Board of Its Own Performance, Its Committees and Individual
Directors The Board of Directors of the Company has initiated and put in place evaluation
of its own performance, its committees and individual Directors. The result of the
evaluation is satisfactory and adequate and meets the requirement of the Company.
Information on the manner in which the annual evaluation has been made by the Board of its
own performance and that of its Committee and individual Directors is given in the
Corporate Governance Report.
Details of Committee of Directors
Composition of Audit Committee of Directors, Nomination and Remuneration Committee of
Directors and Stakeholders Relationship/Grievance Committee of Directors, number of
meetings held of each Committee during the financial year 2020-21 and meetings attended by
each member of the Committee as required under the Companies Act, 2013 are provided in
Corporate Governance Report and forming part of the report.
The recommendation by the Audit Committee as and when made to Board has been accepted
by it.
Risk Management
During the year, Management of the Company evaluated the existing Risk Management
Policy of the Company to make it more focused in identifying and prioritizing the risks,
role of various executives in monitoring & mitigation of risk and reporting process.
Its aim is to enhance shareholders value and provide an optimum risk-reward tradeoff. The
Risk Management Policy has been reviewed and found adequate to the requirements of the
Company, and approved by the Board. The Management evaluated various risks and that there
is no element of risk identified that may threaten the existence of the Company.
Secretarial Audit Report
A Secretarial Audit Report for the year ended 31st March, 2021 in prescribed
form duly audited by the Practicing Company Secretary Ms. Chanchal Gaur, is annexed
herewith and forming part of the report.
Reply to the qualification Remarks in Secretarial Audit Report: a) The Company has not
appointed CEO/CFO. The Company is in process of appointment of CEO/CFO of the Company.
b) The Company has not published notice of meeting of the board of directors where
financial results shall be discussed and financial results, a s required under
Regulation47 of SEBI (Listing Obligations a nd Disclosure Requirements) Regulations, 2015.
Though the Company has not published notice for Financial Result, and financial result,
the company has uploaded the same on Website of the company and also submitted to BSE
Limited.
c) The Company had not appointed Company Secretary during the year under review.
The Company is in the Process of the same. d) The Company has not paid Annual Listing
Fees for the F.Y. 2019-20. The Company is in the Process of the same. e) The company has
filed certain forms with ROC with delay fees during the year. The company has taken on
record.
Extract of Annual Return
Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the
Companies (Management and Administration) Rules 2014, the extract of annual return is
annexed herewith and forming part of the report. (Annexure I)
Corporate Governance
Pursuant to the SEBI (LODR) Regulations, 2015, a separate section on Corporate
Governance forms part of the Annual Report. All Board members and Senior Management
personnel have affirmed compliance with the Code of Conduct for the year 2020-21. A
declaration to this effect signed by the Managing Director of the Company is contained in
this Annual Report. The Managing Director and CFO have certified to the Board with regard
to the financial statements and other matters as required under Regulation 17(8) of the
SEBI (LODR), Regulations, 2015.
Certificate from the Statutory Auditors of the Company regarding compliance of
conditions of Corporate Governance is annexed to this Report.
Whistle Blower Mechanism
The Company has put in place Whistle Blower Mechanism. The detailed mechanism is given
in Corporate Governance Report forming part of this report.
Corporate Social Responsibility CSR)
The Section 1 35 of the Companies Act, 2013 regarding Corporate Social Responsibility
Committee is not applicable to the Company as the Net Profit of the Company is below the
threshold limit prescribed by the Companies Act, 2013.
Managing Directors Certificate
A Certificate from the Managing Director in respect of the Financial Statements forms
part of the Annual Report.
Conservation Of Energy, Technology Absorptions and Foreign Exchange Earnings and Outgo
The information relating to the conservation of energy, technology absorption foreign
exchange earnings and outgo under provisions of 134 of the Companies Act, 2013 is not
applicable to the Company, considering the nature of its business activities. Further the
Company has not earned nor spends foreign exchange during the year under review.
Significant and Material Orders Passed By the Regulators or Courts
During the year under review, there were no significant and material orders passed by
the regulators or courts or tribunals, which may impact the going concern status of the
Company and its operations in future, except that the trading in the securities of the
Company was suspended by BSE Limited on 28th August, 2015, on surveillance
ground for which the Company has submitted various documents to BSE. The Company has no
role to play in the volume & price movement of the securities of the Company, which
BSE could not establish till date.
Presentation of Financial Statements
The financial statements of the Company for the year ended 31st March, 2021
have been disclosed as per Schedule III to the Companies Act, 2013.
Statutory Disclosures
A copy of audited financial statements of the said Companies will be made available to
the members of the Company, seeking such information at any point of time. A cash flow
statement for the year 2019-2020 is attached to the Balance Sheet. Pursuant to the
legislation ‘Prevention, Prohibition and Redressal of Sexual Harassment of Women at
Workplace Act, 2013 introduced by the Government of India, the Company has a policy on
Prevention of Sexual Harassment a t workplace. There was no case reported during the year
under review under the said policy.
Details as required under the provisions of section 197 (12) of the Companies Act, 2013
read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel),
Rules, 2014, are placed on the Companys website, i.e. www.yantranaturalltd.com as an
Annexure to the Director Report. Details as required under the provisions of section 197
(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel), Rules, 2014, are placed on the Companys website,
i.e. www.yantranaturalltd.com as an Annexure to the Director Report. A physical copy of
the same will be made available to any shareholders on request. A cash flow statement for
the year 2020-21 is attached with the Balance-Sheet.
Other Corporate Information:
The Company not changed its Registered Office during the year under Review.
Acknowledgement
The Directors take this opportunity to thank the Financial Institutions, Banks,
Business Associates, Central and State Government authorities, Regulatory authorities,
Stock Exchanges and all the various stakeholders for their continued co-operation and
support to the Company and look forward to their continued support in future.
The Company thanks all of the employees for their contribution to the Companys
performance. The Company applauds all the employees for their superior levels of
competence, dedication and commitment to your Company.
By Order of the Board
For Yantra Natural Resources Limited
+91-9892691696
