TO THE MEMBERS
The Directors have pleasure in presenting the Twenty-Eighth Annual Report of the
Company together with its Audited Statement of Profit and Loss for the year ended 31st
March, 2022 and the Balance Sheet as on that date.
FINANCIAL RESULTS
|
RUPEES |
|
2021-22 |
2020-21 |
| Gross Receipts |
38,01,538 |
64,89,133 |
| Less: Administration and other Expenses |
(27,18,251) |
117,44,1201 |
| Profit/ (loss) before Depreciation and taxation |
10,83,287 |
47,45,013 |
| Depreciation |
(11,91,501) |
112,73,356) |
| Profit/ (loss) after Depreciation and before taxation |
(1,08,214) |
34,71,657 |
| Less: Prior Period Items |
|
|
| Add/(Less): Deferred Tax |
(4,59,488) |
(3,05,563) |
| Less: Provision for Proposed Dividend |
- |
- |
| Less: Dividend Tax |
- |
- |
| Add/(Less): Transfer to General Reserves |
(5,67,702) |
31,66,094 |
| Add: Balance brought forward from earlier year |
(6,01,64,100) |
(6,33,30,194) |
| Balance carried to Balance Sheet |
(6,07,31,802) |
(6,01,64,100) |
OPERATION
Your Company continues to provide transport services to the clients during the year and
the same shall be continued over future years.
BUSINESS PERFORMANCE REVIEW
During the year, your Company has taken a conscious decision of keeping the business
activities production and distribution on a low key in the light of global recession,
which continues to hamper the world even though impact on our economy is not significant.
As a result of lack of operation of business your Company has made loss of Rs.
5,67,702/- during the year. However, the Directors are exploring avenues to achieve
sustainable and profitable growth of your Company.
No new projects or services undertaken by the company. No acquisition, merger,
expansion, diversification during the year. The Board has taken all measures to improve
the working and reduce the cost.
INCOME
Total Revenue for the year ended 31st March, 2022 earned by your Company is
Rs. 38,01,538/- against Rs. 64,89,133/-for the year ended 31st March, 2021.
ADMINISTRATION, FINANCE AND OTHER EXPENSES
Administration and other expenses were incurred in the normal course of business for
the year ended 31st March, 2022 at Rs. 27,18,251/- as against Rs. 17,44,120/-
for the year ended 31st March, 2021. Finance costs included above for the
period 2021-22 are Bank charges of Rs. 593/- as against Rs. 684/- for the period 2020-21.
DEPRECIATION
Depreciation was charged at normal rates for the year end at Rs. 11,91,501/- as
compared to Rs. 12,73,356/- in F.Y. 20-21.
PROFIT / LOSS BEFORE TAXATION & PRIOR PERIOD ITEMS
Loss before Tax & Prior Period Items for F.Y. 21-22 was at Rs. (1,08,214/-) as
compared to Profit of the previous year Rs. 34,71,657/-.
PRIOR PERIOD ITEMS
There were no Prior Period Items in the year under review.
PROFIT/ (LOSS)
The Loss after Tax for the year was Rs. (5,67,702/-) as compared to the previous years
Profit of Rs. 31,66,094/-.
DIVIDEND
The Board has not recommended any dividend for the financial year under review. During
the year under review no amount was transferred to General reserve.
BORROWINGS
The Company has not taken any loans & advances from outsiders during the year ended
31st March 2022.
PUBLIC DEPOSITS
Your Company has not accepted any public deposit during the year under review.
OTHER NON CURRENT LIABILITES
Other Non Current Liabilities for the year ended 31st March, 2022 was NIL as
Warehousing deposit for the year ended 31st March, 2021 of VIP Industries
Limited which was repaid during the year. *
CURRENT LIABILITIES AND PROVISIONS
The Trade Payables are Rs. 154,770/- for the year ended 31st March, 2022 as
against Rs. 85,913/- for the year ended 31st March, 2021. The Other Current
Liabilities are Rs.1,07,523/- as against Rs. 92,767/- for the year ended 31st
March, 2021 and Provisions made for the expenses at Rs. 29,597/- details of which are
given in the notes to the Financial Statements.
CAPITAL EXPENDITURE ON FIXED ASSETS
During the year under review, the Company has not incurred any amount towards Capital
expenditure.
NON-CURRENT INVESTMENTS
The Non-Current Investments are made in Mutual Funds which stand at Rs 63,93,055 for
the year ended 31" March, 2022 as against Rs. 60,29,400 for the year ended 31"
March, 2021.
NON CURRENT ASSETS
Other Non Current Assets for the year ended are Rs. 33,42,849 which include Advance due
from Related parties Rs. 31,98,767/- during the year, as against Rs. 34,94,519 and Rs.
33,33,419 for the year ended 31st March 2021 respectively.
CURRENT ASSETS
For the year under review the Company has no Inventory.
The Trade Receivables are Rs. 2,24,276/- for the year ended 31st March, 2022
as against Rs. 7,77,580/- for the year ended 31st March, 2021. The Companys
TDS has been deducted on Warehousing Charges and Bank F.D. Interest for the year under
review. The amount varies due to government policies and increase in rates of taxes.
OTHER CURRENT ASSETS
Other Current Assets are Rs. 36,41,854/- for the year ended 31st March, 2022
as against Rs. 3,72,496/- for the vear ended 31st March, 2021.
LOANS, ADVANCES RECEIVED
The company has not received or taken any loans or advances during the year. No person
has given guarantee on behalf of the company for any loans or advances.
LOANS, GUARANTEES & INVESTMENTS U/S186 OF COMPANIES ACT
The company has not given any loan to any person or body corporate during the year nor
given any guarantee to anyone nor acquired by subscription, purchase or otherwise
securities of other body corporate.
The balances of advances to related parties on account of deposits for premises on
rent, reimbursement of expenses incurred etc. details of which are given in the Financial
Statements.
CORPORATE SOCIAL RESPOSIBILITY
The Company believes in its sense of social responsibility towards the community and
environment and monitors the business to ensure its active compliance. The detailed policy
followed by the Company is available at the Registered office.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit Function is
well defined in the organization. To maintain its objectivity and independence, the
Internal Audit Function reports to the Board of Directors.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a whistle blower policy to provide a mechanism for the
Directors and employees to report genuine concern about any unethical behaviour, actual or
suspected fraud or violation of the Companys code of conduct.
DETAILS OF FRAUD REPORT BY AUDITOR:-
As per Auditors Report, no fraud u/s 143(12) reported by the Auditor.
SHARE CAPITAL
The paid up Equity Share Capital as at March 31, 2022 stood at Rs.10,86,35,150 /-
During the year under review, the company had not issued share with differential voting
right nor has granted any stock option or sweat equity. No changes in share capital.
WEB LINK OF ANNUAL RETURN
The company doesnt have any website. Therefore, no need for publication of Annual
Return.
COST RECORD
The provision of Cost audit as per section 148 is not applicable on the company.
COMPLIANCE WITH SECRETARIAL STANDARD
The Directors have devised proper systems to ensure compliance with the provisions of
the applicable Secretarial Standard and that such systems are adequate and operating
effectively.
EXTRACT OF ANNUAL RETURN
The details forming part of the Extract of the Annual Return in Form MGT-9 has been
attached filed with the Registrar.
AUDIT COMMITTEE
The Company has complied with the provisions of clause 49 of the Listing Agreement as
to the composition of the Audit committee upto 31-3-2022.
RELATED PARTY TRANSACTION
All related party transactions that were entered into during the financial year were on
an arms length basis and in the ordinary course of business. There were no materially
significant transactions with related parties entered into by the Company during the year
under review.
RISK MANAGEMENT
The Company has not constituted any such committee since, not mandatory.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
There were no Subsidiaries, Joint ventures or Associates of the Company for the year
under review.
RIGHT ISSUE
The Company has not made any right issues during the year.
DEBENTURES
The Company has mot issued any kind of Debentures during the year.
RECENT INITIATIVES AND FUTURE PROSPECTS:-
The Company closed the production in earlier years and the premises has been given on
rent. If the Market stabilizes and if the opportunities come, the Management of the
Company will restart business operations.
DIRECTORS & KEY MANAGERIAL PERSONNEL
In accordance of the Act and the Article of Association of the Company Mr. Subhash
Mittal and Mr. Rajendra Agrawal, Directors of the Company will retire by rotation in the
Annual General Meeting and are eligible to offer themselves for re-appointment.
RETIREMENT / RESIGNATION
No retirements / resignations of Directors took place during the year under review.
BOARD MEETINGS
During the year under review, 6 Board Meetings were held on 26-04-2021, 16-06-2021,
03-09- 2021, 20-10-2021, 13-11-2021 & 14-02-2022 and the intervening gap between the
meetings did not exceed the period prescribed under the Act. The details of which are
given in the Corporate Governance Report. The attendance of directors in board meeting is
as under:
| Sr. No. |
Name of the Director |
DIN |
Category of Director |
No. of meetings held during FY 2022 which director was supposed to
attend |
No. of meetings attended during the FY 2022 |
| 1 |
Subhash Mittal |
01953701 |
CEO & Managing Director |
6 |
6 |
| 2 |
Rajendra Agrawal |
00644448 |
CFO |
6 |
0 |
| 3 |
Shiv Ratan Agarwal |
00696617 |
Non-Executive Director |
6 |
6 |
| 4 |
Shyam Sundar Agarwal |
00696712 |
Non-Executive Director |
6 |
6 |
| 5 |
Vidya Sandip Gawand |
08279561 |
Independent Director |
6 |
6 |
| 6 |
Chandrabhan Jitendrapratap Singh |
02090721 |
Independent Director |
6 |
6 |
| 7 |
Rashmi Subhash Mittal |
01063422 |
Independent Woman Director |
1 |
1 |
| 8 |
Lalitadevi Agarwal |
00696447 |
Independent Woman Director |
1 |
1 |
BOARD EFFECTIVENESS
The Company has adopted the governance guidelines which, inter alia, cover aspects
related to composition and role of the board, chairman and directors, board diversity,
definition of independence, directors term, retirement age and committees of the board,
it also covers aspects relating to nomination, appointment, induction and development of
directors, directors remuneration, subsidiary oversight, code of conduct, board
effectiveness review and mandates of board committees.
a) Board Evaluation
The Board of Directors has carried out an annual evaluation of its performance, board
committee and individual directors pursuant to the provision of the act and the corporate
governance requirement as prescribed by SEBI as per clause 49 of the listing agreement.
The performance of the Board was evaluated by the Board after seeking inputs from the
Directors on the basis of the criteria such as the Board Composition and structures,
effectiveness of board processes, information and functioning, etc.
b) Appointment of Directors and criteria for determining qualification, positive
attributes, independence of a Director
A transparent Board nomination process is in place that encourages diversity of
thought, experience, knowledge, perspective, age and gender. It is ensured that the mix of
members with different educational qualifications and experience related to the Companys
business.
The Directors do not have any pecuniary relationship with the Company.
The Directors maintain an arms length relationship between themselves and the employees
of the Company.
The Directors do not have any subject of proved allegations of illegal or unethical
behaviour, in their private or professional life.
c) Remuneration Policy
The Company has adopted a Remuneration policy for the Directors, KMPs and other
employees pursuant to the provision of the Act and Clause 49 of the listing agreement.
The Key principles are:
The Directors fnay be paid sitting fees for attending the meetings of the board and of
committees of which they may be members, and receive commission within regulatory limits.
Overall remuneration should be reasonable and sufficient to attract, retain and
motivate Directors aligned to the requirements of the Company.
Remuneration paid should be reflective of the size of the Company, complexity of the
sector / industry / Companys operations and Companys capacity to pay the remuneration
and be consistent with recognised with best practices.
The remuneration payable to the Directors shall be inclusive of any remuneration
payable for services rendered in any other capacity unless the services rendered are of a
professional nature.
No remuneration was paid to the Directors during the year.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, no significant material orders were passed by the
Regulators or Courts or Tribunals impacting the going concern status and Company
operations.
STATUTORY AUDITORS
At the Annual General Meeting the members will be requested to reappoint M.B. Agrawal
and Co. (FRN 100137W) Chartered Accountants, Mumbai, as Statutory Auditors of the Company
for the financial year 2022-23 authorise the Board of Directors to fix their remuneration.
The statutory auditors are eligible for reappointment. The report of the Statutory Auditor
along with the notes to schedules is enclosed to this report and does not contain any
qualification, reservation, adverse remark or disclaimer.
SECRETARIAL AUDIT
Secretarial audit report has been attached along with the Annual Report.
STATUTORY DISCLOSURES.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The Company has no activity relating to Conservation of Energy, Technology Absorption.
PARTICULARS OF EMPLOYEES REMUNERATION AND INDUSTRIAL RELATIONS
Since the Company did not employ persons drawing remuneration in excess of Rs. 5,00,000
per month or Rs. 60,00,000 per annum, the particulars of employees as per requirements of
section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of
Management Personnel) Rules 2014, are not applicable.
Disclosure as per Sexual Harassment of Women at Work Place (Prevention, Prohibition and
Redressal) Act 2013
The Company has zero tolerance for Sexual Harassment at its work place and has adopted
a policy on prevention, prohibition and redressal of sexual harassment at the work place
in line with the provisions of The Sexual Harassment of Women at Work Place (Prevention,
Prohibition and Redressal) Act 2013 and the Rules there under for prevention and redressal
of complaints of sexual harassment at work place. During the year under review the Company
has received NIL complaints on Sexual Harassment.
FOREIGN EXCHANGE EARNINGS AND OUTGO
No Foreign Exchange earnings or Outgo during the year under review. Foreign Travel
Expenses incurred during the year which was paid in INR.
DIRECTORS RESPONSIBILITY STATEMENT.
Based on the existing system of internal financial controls and compliance systems
established and maintained by the Company, work performed by the auditors and
representation made by the management to 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 the financial year 2021-22.
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with
respect to Directors Responsibility Statement, it is hereby confirmed to the best of the
Directors knowledge and ability that:
(1) In the preparation of the accounts for the financial year ended 31st
March, 2022 the applicable accounting standards have been followed and there were no
material departures.
(2) That the Directors have selected such accounting policies and applied them
consistently and made judgments and estimates that were 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 loss of the Company for the year under review
(3) That the Directors have taken proper and sufficient 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 fraud and
other irregularities.
(4) That the Directors have prepared the accounts for the financial year ended 31st
March, 2022 on a going concern basis.
(5) That the Directors have laid down internal Financial controls for the Company which
are adequate and are operating effectively.
(6) The Directors have devised proper systems to ensure compliance with the provisions
of all the applicable laws and such systems are adequate and are operating effectively.
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement with the Stock Exchange, the report
on Management Discussion and Analysis, Corporate Governance as well as the Auditors
certificate regarding compliance of conditions of Corporate Governance, forms part of the
Annual Report.
DEMATERIALISATION
The Companys shares are not dematerialised
INTERNAL AUDIT
No Internal audit is required of the Company for the period under review as per the
provisions of the Act.
INDEPENDENT DIRECTOR
The Company does not have any independent director, as not mandatory
DIRECTORS AND KEY MANAGERIAL PERSONEL, if any
No director will retire in the Annual General Meeting. There are no Key Managerial
Personnel other than Directors.
TRANSFER TO RESERVE
No transfer to Reserve.
CHANGE IN THE NATURE OF BUSINESS
During the year under review there is No Change in the Nature of Business of the
Company.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY, HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT
There has been no material change and commitment, affecting the financial performance
of the Company which occurred between the end of the Financial Year of the Company to
which the financial statements relate and the date of this Report.
COVID-19 AND ITS IMPACT
The Severe Acute Respiratory Syndrome Coronavirus 2 (SARS-CoV-2), generally known as
Covid-19 was declared as a pandemic by World Health Organisation on 11 March 2020.
Covid-19 continues to spread across India and there is an unprecedent level of disruption
on socio-economic front across the country. The Government of India declared a lockdown
effective from March 25, 2020 which is now being gradually withdrawn. There is a high
level of uncertainty associated with time required for economic activity across sectors to
normalize. The current situation is subject to uncertainties which are outside of the
Funds control and Management continues to assess the impact of the situation and will take
appropriate actions as deemed fit from time to time. The Management does not anticipate
any going concern issues for the Company.
INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of the Companies Act, 2013 read with the Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016
("The Rules"), the Company had sent individual notices and also advertised in
the newspapers seeking action from the shareholders who have not claimed their dividends
for past seven consecutive years to Investor Education and Protection Fund (IEPF)
Authority of Ministry of Corporate Affairs.
Shareholders / claimants whose shares, unclaimed dividend, have been transferred to the
aforesaid IEPF Account or the Fund, as the case may be, may claim the shares or apply for
refund by making an application to the IEPF Authority in Form IEPF-5 (available on
http://www.iepf.gov.in) along with requisite fee as decided by the IEPF Authority from
time to time.
GREEN INITIATIVES
In commitment to keep in line with the Green Initiatives and going beyond it,
electronic copy of the Notice of the Annual General Meeting of the Company including the
Annual Report for FY 2021-22 are being sent to all Members whose e-mail addresses are
registered with the Company / Depository Participant(s).
CAUTIONARY STATEMENT
Statements in this Directors Report and Management Discussion and Analysis describing
the Companys objectives, projections, estimates, expectations or predictions may be
"forward- looking statements" within tire meaning of applicable securities laws
and regulations. Actual results could differ materially from those expressed or implied.
Important factors that could make difference to the Companys operations include raw
material availability and its prices, cyclical demand and pricing in the Companys
principle markets, changes in Government regulations, Tax regimes, economic developments
within India and the countries in which the Company conducts business and other ancillary
factors.
1) Long Term Loans and Advances are NIL
2) Board Meetings attended by Directors on 26-04-2021, 16-06-2021, 03-09-2021,
20-10-2021, 13-11-2021 & 14-02-2022.
3) General Meeting on 30/11/ 2021.
4) Insolvency & Bankruptcy Code : NIL
ACKNOWLEDGEMENT:
Your Directors wish to place on record their deep sense of gratitude to the
contribution made by the employees to the significant improvement in the operations of the
Company.
The Directors also thank all their members, customers, lenders, our Bankers and the
Government of India for their continual support and co-operation.
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