GLOBAL ECONOMY
The outbreak of pandemic Covid-19 all over the world has disturbed the political,
social, economic, religious and financial structures of the whole world. Worlds topmost
economies such as the US, China, UK, Germany, France, Italy, Japan and many others are at
the verge of collapse. Besides, Stock Markets around the world have been pounded. Many
experts on economic and financial matters have warned about the worsening condition of
global economic and financial structure as "a recession at least as bad as during the
Global Financial Crisis or worse". Moreover, Covid-19 is harming the global economy
because the world has been experiencing the most difficult economic situation since World
War-II. When it comes to the human cost of the Corona virus pandemic it is immeasurable
therefore all countries need to work together with cooperation and coordination to protect
the human beings as well as limit the economic damages. For instance, the lockdown has
restricted various businesses such as travelling to contain the virus consequently this
business is coming to an abrupt halt globally. The spread of the epidemic is picking up
speed and causing more economic damages. It also observed that the economic recovery from
this fatal disease is only possible by 2021 because it has left severe impacts on the
global economy and the countries face multiple difficulties to bring it back in a stable
condition. Most of the economists have already predicted about the recession to happen
because there is no surety and still no one knows that how for this pandemic fall and how
long the impact would be is still difficult to predict. The pandemic crisis is challenging
governments to implement monetary and fiscal policies that support credit markets and
sustain economic activity.
INDIAN ECONOMY
The COVID-19 outbreaks in India and two months of lockdown longer in some areas have
led to a sudden stop in the economy. The India Economy is witnessing a significant
slowdown, with GDP growth at 4.7% in Q3 2019-20, its lowest in nearly seven years. The
COVID-19 outbreak has compounded the challenges and could send the economy hurtling toward
a recession
The economic impact of the 2019-20 coronavirus pandemic in India has been largely
disruptive. The World Bank and credit rating agencies have downgraded Indias growth for
fiscal year 2021 with the lowest figures India has seen in three decades since Indias
economic liberalization in the 1990s. The former Chief Economic Advisor to the Government
of India has said that India should prepare for a negative growth rate in FY21. However,
the International Monetary Fund projection for India for the Financial Year 2021-22 of
1.9% GDP growth is the highest among G-20 nations.
The Government of India is aiming to attract companies that wish to move out of China
or are looking for an alternative to China
The Prime Minister, in an address to the nation, said that the coronavirus crisis
should be seen as an opportunity, laying emphasis on domestic products and "economic
self-reliance", an Atmanirbhar Bharat through an Atmanirbhar Bharat Abhiyan. The aim
of an Atmanirbhar Bharat Abhiyan is to "spur growth" and "selfreliance
India". The Self-reliant India Mission is a repackaged version of Make in India.
RISK AND CONCERNS
• The pandemic and consequent lockdown have hit various sectors, including MSME,
hospitality, civil aviation, agriculture and allied sector.
• The pandemic has paralyzed economies, compelling businesses to re-evaluate their
strategies. Companies will need to build their financial muscle and focus on developing a
lean structure to stir through the uncertain business environment.
• The global nature of the outbreak, coupled with its high intensity and long
duration, is expected to change the business landscape by way of shift in trade flows,
investments and consumption patterns. Hence, the priority for businesses should be to
draft a comprehensive action and recovery plan to mitigate the risks and address the main
challenges.
• Restrictions on travel and hospitality services have wreaked havoc on the bulk
institutional sales and foodservice businesses of the FMCG companies.
• Since the imposition of the nationwide lockdown, FMCG companies and retailers
are dealing with challenges primarily around three highly interconnected issues: surge in
demand & depletion of inventory, reduction in workforce, and supply chain disruption.
• The impact on the all sectors would be long-term, reflected in the decline in
revenue due to the low utilization of assets. Cash flows and working capital of firms will
also remain strained.
• With social distancing becoming a norm, at least for the next few more months,
both travel & tourism and entertainment sectors are not expected to recover soon.
Furthermore, unemployment and fall in income levels would aggravate the situation.
• The nationwide lockdown in India will have a sizeable impact on the economy
mainly on consumption which is the biggest component of GDP.
• Reduction in the urban transaction can lead to a steep fall in the consumption
of non-essential goods. It can be severe if disruption causes by the nationwide lockdown
and affect the availability of essential commodities.
• Due to weak domestic consumption and consumer sentiment, there can be a delay in
investment which further add pressure on the growth.
OPPORTUNITIES & THREATS
• Post-COVID-19, some economies are expected to adopt de-risking strategies and
shift their manufacturing bases from China. This can create opportunities for India.
Opportunities will largely depend on how quickly the economy recovers and the pace at
which the supply chain issues are addressed.
• India could potentially lead the change in a post-COVID world with its vast
array of engineers and investment opportunities.
• We are going through a restart in a lot of respects globally where everything
that we used to do for business does not really work anymore. We are trying to evolve how
we do business, dealing with more people and having to stay at home. So post-COVID for us
is about opportunity. It is about talking to entrepreneurs, talking to people and
employees and looking for new ideas on how we can do business.
• Because of the coronavirus crisis which originated from Wuhan, China, several
companies are looking to move out of China. In fact, the Japanese government has allocated
an economic stimulus package of $2.2 billion to help its manufacturing firms shift
production out of China, where supply chains have been disrupted due to pandemic. India is
planning to attract some of these companies looking to diversify their manufacturing units
and supply chains.
• US and Japan - deemed as the two major manufacturing hubs of the world - who had
so far made deep investments in China, will be looking towards alternate hotspots. India
is on top of their list. This could be a turning point in the development of India,
emphasizing that its only possible if the political and business leadership continue to
display the resoluteness and agility that they have demonstrated in handling the pandemic.
• "Disruption is always an opportunity," and it all depends on what one
makes of these new possibilities. Prime Minister Narendra Modi unveiled a comprehensive
package to make India self-reliant as it battles the covid-19 pandemic. This is worth
almost 10% of the nations GDP.
• India MSME and other companies often faced unfair competition from foreign
companies. Therefore, global tenders will be disallowed in Government procurement tender
up to Rs. 200 Crore. This will be a step towards Self Reliant India and support Make in
India. This will also help MSME to increase their business.
FUTURE OUTLOOK
Global Economy in Recession in - 2020
Global growth is projected at 3.0 percent in 2020, an outcome far worse than during the
2009 global financial crisis. The growth forecast is marked down by more than 6 percentage
points relative to the October 2019 World
Economic Outlook (WEO) and January 2020 WEO Update projections an extraordinary
revision over such a short period of time.
Severe Risks of a Worse Outcome
Even after the severe downgrade to global growth, risks to the outlook are on the
downside. The pandemic could prove more persistent than assumed in the baseline. Moreover,
the effects of the health crisis on economic activity and financial markets could turn out
to be stronger and longer lasting, testing the limits of central banks to backstop the
financial system and further raising the fiscal burden of the shock. Of course, if a
therapy or a vaccine is found earlier than expected, social distancing measures can be
removed and the rebound may occur faster than anticipated.
TRANSFER TO RESERVES
No amount has been transferred to reserves during the year under review.
PUBLIC DEPOSITS
The Company has not accepted/renewed any fixed deposits from the public or the Members,
within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance
of Deposits) Rules, 2014, during the financial year 2019-2020, and, as such, no amount of
principal or interest on deposits from public or the Members, was outstanding as of the
Balance Sheet date.
SHARE CAPITAL
The Company had not issued any equity shares either with or without differential rights
during the F.Y. 2019 - 2020 and hence, the disclosure requirements under Section 43 and
Rule 4 (4) of the Companies (Share Capital and Debentures) Rules, 2014, are not
applicable.
BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance with the Provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the company Mrs. Navrati Gupta (DIN:00399022), Non -Executive
Director, being longest in the office, shall retires by rotation at the ensuing Annual
General Meeting and being eligible has offered herself for reappointment.
Ms. Ayushi Bhargava has been appointed as Company Secretary and Compliance Officer
effective from 04th November 2019 in place of Mrs. Hema Bose, who was working as interim
Compliance Officer of the company.
Except as explained hereinabove, there were no changes in Directorship of the Company
as well as in Key Managerial Personnel category during the period under review. As on
March 31, 2020 the composition of the Board is as per the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) (LODR) Regulations, 2015. All the
Directors are having vast knowledge and experience in their relevant fields and the
Company had benefitted immensely by their presence in the Board.
None of the Directors of your Company is disqualified under the provisions of Section
164(2)(a) and (b) of the Companies Act, 2013. During the period under review, no
Non-Executive Director of the Company had any pecuniary relationship or transactions with
the Company.
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013 the Board of Directors hereby confirms that:
i) in the preparation of the annual accounts, the applicable Indian Accounting
Standards (Ind-AS) had been followed along with proper explanation relating to material
departures;
ii) 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 as at March 31, 2020 and of the loss for the year ended on that
date.
iii) 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;
iv) the annual accounts of the company have been prepared on a ‘going concern
basis.
v) internal financial controls have been laid down to be followed by the company and
that such internal financial controls are adequate and were operating effectively; and
vi) proper system have been devised to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.
DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149(7) of the Companies Act 2013 and Regulation
16 (1) (b) of the Listing regulations, the company has received declarations from all the
Independent Directors, confirming that they fulfill the criteria of Independence as
prescribed under section 149(6) of the Companies Act, 2013 and the rules made there under
to hold the office of the Independent Director for the financial year ended March 31,2020.
EVALUATION OF DIRECTORS, COMMITTEE AND BOARD
Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the
Board of Directors has carried out evaluation of its own performance, its Committees and
Individual Directors. The evaluation process has been explained in the Report on Corporate
Governance, which forms part of this Boards Report.
Also, the Independent Directors, at their meeting reviewed the performance of the
Board, its Chairman and NonExecutive Directors of the Company.
NUMBER OF MEETINGS OF THE BOARD
A notice of the Board Meeting is circulated well in advance with Agenda, including
detailed explanation to be discussed, to enable the Board to take an informed decision.
The Board met 5 (Five) times during the financial year ended March 31, 2020. viz. on May
15, 2019; August 12, 2019; October 24, 2019; November 04, 2019 and February 12, 2020 in
accordance with the provisions of the Companies Act, 2013 and rules made there under and
Listing Regulations. Detailed information on the Board Meetings with regard to their dates
and attendance of each of the Directors thereat have been included in the Corporate
Governance Report, which forms part of this Boards Report.
Additionally, during the financial year ended March 31, 2020 a separate meeting of the
Independent Directors was held on February 12, 2020, in compliance with the requirements
of Schedule IV of the Companies Act, 2013 and Regulation 25(3) and 25(4) of the Listing
Regulations
Post the Independent Directors Meeting, the collective feedback of each of the
Independent Director was scaled and measured on defined ratings, thereby covering the
performance of Board as a whole, performance of the non- independent directors and
performance of the Chairman.
COMMITTEES OF THE BOARD
The Board of Directors of your Company had already constituted various Committees in
compliance with the provisions of the Companies Act, 2013 and Listing Regulation viz.:
a. Audit Committee.
b. Nomination and Remuneration Committee.
c. Stakeholder Relationship Committee.
All decisions pertaining to the constitution of Committees, appointment of members and
fixing of terms of reference / role of the Committees are taken by the Board of Directors.
A detailed note on the Board and its Committees is provided under the Corporate Governance
Section in this Annual Report.
NOMINATION & REMUNERATION POLICY
The Nomination & Remuneration Committee has formulated necessary policy on
appointment and remuneration including criteria for determining qualifications, positive
attributes and independence of a Director. The details of "Nominations and
Remuneration Policy" are explained in the Report on Corporate Governance along with
the other details, which forms part of this Boards Report.
PARTICULARS OF EMPLOYEES AND REMUNERATION
Information as required under the provisions of Section 197(12) of the Companies Act,
2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (including any statutory modification(s)/amendment(s)/re-enactment thereof,
for the time being in force), is set out in Annexure-I hereto, which forms part of this
Boards Report.
SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY
The Company does not have any subsidiary or associate company and has not entered into
joint venture with any other company during the financial year ended March 31, 2020.
Accordingly, a statement under the provisions of Section 129(3) of the Companies Act,
2013, containing salient features of the financial statements of the Companys subsidiary
(ies) in Form AOC-1 is not enclosed.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of Section 92 read with Rule 12
of the Companies (Management and administration) Rules, 2014 is annexed herewith as
Annexure-II to this report.
The web link for the same is http://www.vashmanagement.in/vashman/investorsinfo.html
SECRETARIAL AUDITORS AND THEIR REPORT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had
appointed M/s. Kamlesh Jain & Associates, Practicing Company Secretaries, Mumbai, as
its Secretarial Auditor to conduct the secretarial audit of the Company for the financial
year 2019-2020.
The Report on Secretarial Audit for the financial year 2019-2020, in Form MR-3, as
Annexure III, forms integral part of this Boards Report. During the period under review,
the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards, etc mentioned above except Non-Compliance with requirement to appoint a
qualified company secretary as compliance officer for 3 days (after cooling period
mentioned as per companies act, 2013).
However, the Company had filled the vacancy created by resignation of Mr. Pratik
Toprani as a qualified company secretary with effect from April 30, 2019 by appointing Ms.
Ayushi Bhargava as a qualified company secretary and compliance officer with effect from
November 4, 2019 and complied with the requirements of the said regulation.
CORPORATE GOVERNANCE
As stipulated under the provision of Regulation 34 (3) read with Schedule V (c) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a separate report
on Corporate Governance forms integral part of this Report. The requisite Compliance
certificate as required under Part E of Schedule V of the Listing Regulation is issued by
M/s. Jain &Trivedi; Chartered Accountants pertaining to the compliance of the
conditions of Corporate Governance are annexed.
STATUTORY AUDITORS
In compliance with the provisions of Section 139 and other applicable provisions of the
Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any
statutory modification(s)/re- enactment(s)/amendment(s)thereof, for the time being in
force), M/s Jain & Trivedi, Chartered Accountants,(FRN:113496W) were appointed as
Statutory Auditors at the 24th AGM held on 23rd June, 2017, to hold office for a term of
five (5) consecutive years from the conclusion of the 24th Annual General Meeting until
the conclusion of the 29th Annual General Meeting, subject to the ratification at the
Annual General Meeting in each of the subsequent years during the aforementioned term of
their appointment.
However, with the Notification dated May 7, 2018 issued by the Ministry of Corporate
Affairs (‘MCA), the first proviso to section 139(1) of the Companies Act, 2013
pertaining to the requirement of annual ratification of appointment of Auditors by Members
is omitted.
Accordingly, as per the Companies (Amendment) Act, 2017, ratification of the
appointment of Statutory Auditors during their period of appointment will not be
considered.
The Statutory Auditors have confirmed that they satisfy the independence criteria as
required under the Act.
OBSERVATION OF STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED MARCH
31, 2020
The Auditors report given by M/s Jain &Trivedi, Statutory Auditors, on the
Financial Statements of the Company, for the year ended March 31, 2020, forms part of the
Annual Report. There has been no qualification, reservation or adverse remark or any
Disclaimer in their Report.
REPORTING OF FRAUDS
There have been no frauds reported by the Auditors, under sub section (12) of Section
143 of the Companies Act, 2013 (including amendments), during the financial year under
review, to the Audit Committee or the Board of Directors and hence, as such there is
nothing to report by the Board under Section 134 (3)(ca) of the Companies Act, 2013.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013. The detail of the investments made by company is
given in the notes to the financial statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
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 of
interest with the company at large. Accordingly, disclosures of related party transactions
in Form AOC-2 have not been furnished. All Related Party Transactions were placed before
Audit Committee and Board for their approval. Your Company has formulated policy of
Related Party Transaction which is also available on the website of the Company
www.yashmanagement.in
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY
No material changes and commitments which could affect the Companys financial position
have occurred between the end of the financial year of the Company and date of this
report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company does not have any funds lying unpaid or unclaimed for a period of seven
years. Therefore there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
a) Conservation of Energy & Technology Absorption
The Company is not engaged in manufacturing activities and therefore provisions
relating to conservation of energy and technology absorption are not applicable to it.
However, efforts are being made to minimize consumption of energy, wherever possible.
b) Foreign Exchange Earnings and Outgo
| i. Foreign exchange earning - |
Rs. Nil |
| ii. Foreign Exchange outgo - |
Rs. Nil |
RISK MANAGEMENT POLICY
Risk Management is an enterprise vides function that aims at assessing threats to
business sustainability and mitigating those threats. The Board of Directors along with
the senior management of the Company, having deep industry experience has developed and
approved Risk Management Policy framework and Guidelines, wherein all material risks faced
by the Company are identified and assessed. Moreover, in the said Risk Management Policy
the Board has defined a structured approach to manage uncertainty, cultivating the same in
their decision-making pertaining to all business divisions and corporate functions. For
each of the risk identified, corresponding controls are assessed, and policies and
procedures are put in place for monitoring, mitigating and reporting on periodic basis.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibility are not applicable to the company as
company does not fall into ambit of the provisions of section 135 of Companies Act, 2013
and Companies (Corporate Social Responsibility Policy) Rules, 2014.
ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS
In respect of internal financial control, the Board has adopted the policies and
procedures for ensuring the orderly and efficient conduct of its business, including
adherence to the Companys policies, the safeguarding of its assets, the timely prevention
and detection of frauds and errors, the accuracy and completeness of the accounting
records and the timely preparation of reliable financial information. Further, the
management regularly reviews the control for any possible changes and takes appropriate
actions.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal control systems and their adequacy are included in
the Management Discussion and Analysis Report, which forms part of this report.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In pursuant to the provisions of section 177(9) and (10) of the Companies Act, 2013, a
Vigil Mechanism/Whistle Blower Policy for directors and employees to report genuine
concerns has been established by the Company in order to maintain highest standards of
ethical, moral and legal conduct, adopted Vigil Mechanism/Whistle Blower policy to provide
an avenue to its employees to raise concerns of any violations of legal or regulatory
requirements, incorrect or misrepresentations of any financial statements and reports,
etc. The Audit committee of the company oversees the said mechanism from time to time.
None of the Company personnel has been denied access to the Audit Committee. The Whistle
Blower Policy of the Company is also available on the website of the Company
www.yashmanagement.in
INTERNAL COMPLAINTS COMMITTEE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Company has complied with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and redressal) Act, 2013. All employees (permanent, contractual, temporary,
trainees) are covered under this policy. During the year under review, company has not
received any Sexual Harassment Complaints.
CHANGES IN NATURE OF BUSINESS, IF ANY
During the year under review there is no change in the nature of business of the
Company.
SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN
AND COMPANYS OPERATIONS
No orders have been passed by any Regulator or Court or Tribunal which can have an
impact on the going concern status and the Companys operations in future.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING
Pursuant to Clause 9 of the Revised Secretarial Standard-1 and Secretarial Standard -2
(SS-1& SS-2), your company has complied with applicable Secretarial Standard issued by
the Institute of Company Secretaries of India during the financial year under review.
ACKNOWLEDGEMENT
The Directors takes this opportunity to thank all their colleagues at Yash Management
& Satellite Ltd. for their professionalism and dedication to the task at hand. The
board also wishes to place on record their appreciation for valuable support given by the
Bankers, Clients and Shareholders.
For and on behalf of the Board of Directors
|
Anurag Gupta |
Sandeep Mangal |
|
Managing Director |
Independent Director |
|
DIN: 00398458 |
DIN: 02148088 |
| Mumbai, dated August 25, 2020 |
|
|
+91-9892691696
