Dear Members,
Your directors are pleased to present their 40th Annual Report and Accounts
of your Company for the year ended on 31 March, 2022.
ETNANCTAC RESULTS
(Rs in Lakhs)
|
31st March, 2022 |
31st March, 2021 |
| Total Income |
7.52 |
4.06 |
| Total Expenses |
10.76 |
10.30 |
| Profit before tax |
(3.24) |
(6.24) |
| Profit after tax |
(3.24) |
(6.24) |
| Other Comprehensive Income |
7.30 |
(2.75) |
| Total Comprehensive Income |
4.06 |
(8.99) |
PERFORMANCE REVTEW
Total income for the Financial Year 2021-22 is Rs. 7.52 lacs as against Rs. 4.06 lacs
in previous year. Profit before tax for the financial year 2021-22 decreased to Rs. (3.24)
lacs as against Rs. (6.24) lacs for previous financial year and Profit after Tax is
Rs.(3.24) lacs against Rs.(6.24) lacs for previous financial Year.
The Company does not have any subsidiary, or associate, or joint venture Company.
RESERVES
The Company has not transferred any amount to General Reserve Fund during F Y 2021-22.
DTVTDEND
In order to conserve funds of the Company, for future growth, the Board of Directors
regrets that no dividend is being recommended for the year under review.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
No amount is required to be transferred under the provisions of Section 125(2) of the
Companies Act, 2013 as there was no dividend declared and paid in last years.
REMUNERATION
As per Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, no remuneration has been paid to Directors of the
Company.
FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS
The Company conducts the Familiarization Programme for the Independent Directors to
provide them an opportunity to familiarize with the Company, its Management and its
operation so as to gain a clear understanding of their roles, rights and responsibilities
and contribute significantly towards the growth of the Company.
NOMINATION AND REMUNERATION POLICY
The Company continues to consider human resources as its invaluable assets. This policy
on nomination and remuneration of directors, Key Managerial Personnel (KMPs) and other
employees has been formulated in terms of the provisions of the Companies Act, 2013 and
the Listing Agreement.
MATERIAL CHANGES AND COMMITMENTS. TF ANY. AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
There are no material changes or commitments occurring after 31st March,
2022, which may affect the financial position of the Company or may require disclosure.
COMPLIANCE WITH RBI GUIDELINES
Your company has adopted "Fair practices Code" and complied and continues to
comply with all the applicable regulations, circulars and guidelines issued by the RBI for
every NBFC Company from time to time.
PUBLIC DEPOSITS
The Company has not accepted any deposit within the meaning of Section 73 and Section
74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rule, 2014
including (any statutory modification(s) or re-enactment(s) for the time being in force).
CORPORATE GOVERNANCE
As per the provisions of Regulation 15(2) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the compliance with the specified regulations of Corporate
Governance was not applicable on the Company during the financial year 2021-22.
COST RECORDS AND AUDIT
Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the
business activities carried out by the Company and accordingly no such accounts and
records are made and maintained.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the Financial Year
ended 31st March, 2022.
NUMBER OF MEETINGS OF THE BOARD
The following Meetings of the Board of Directors were held during the Financial Year
2021-22:
| Sr. Date of Meeting No |
Board Strength |
No. of Directors Present |
| 1. 03.06.2021 |
3 |
3 |
| 2. 19.07.2021 |
3 |
3 |
| 3. 14.08.2021 |
3 |
3 |
| 4. 06.09.2021 |
4 |
4 |
| 5. 13.11.2021 |
4 |
4 |
| 6. 09.02.2022 |
3 |
3 |
The particulars of the Directors and attendance at the Board Meetings during the year,
the attendance in the last Annual General Meeting, number of other directorships
(excluding Hem Holdings and Trading Limited) and Committee Memberships as on 31- 03-2022
are as follows:
| Name of the Director |
Attendance at meeting during 2021-22 |
No of other Directorship(s) as on 31-03-2022 |
No. of other Board Committee s member/ Chairman |
Category |
| BM |
AGM |
| Ketan M Shah |
6/6 |
Yes |
1 |
- |
Promoter/Non-Executive Director |
| Sangeeta K Shah |
6/6 |
Yes |
1 |
- |
Promoter/Managing Director |
| Anup Kumar Das |
3/3 |
No |
- |
- |
Independent Director |
| Rahul Kumar Sethi |
5/5 |
Yes |
- |
- |
Independent Director |
Note:
(a) Directorships exclude Private Limited Companies, Foreign Companies and Section 8
Companies.
(b) Chairman/Membership of Committee only includes Audit Committee and Stakeholders
Relationship Committee in Indian Public Limited Companies.
? Mr. Rahul Sethi (DIN: 01033208) had resigned from the Directorship of the Company
with effect from 6th December, 2021.
Currently the Board has three committees: Audit Committee, Nomination and Remuneration
Committee and Stakeholders Relationship Committee.
Audit Committee
The Company has duly constituted an Audit Committee in F.Y 2021-22 under chairmanship
of Mr. Rahul Sethi till 06.12.2021with Mr Ketan M Shah and Mrs Sangeeta K Shah as Members.
Shri Anup Kumar Das (Non-executive, Independent director) was appointed as chairman of the
Audit Committee with effect from 07.12.2021. The Board has accepted all recommendation
made by the Audit committee during the year.
During the Financial Year 2021-22, the Audit Committee met four times on 03.06.2021,
14.08.2021, 13.11.2021 and 09.02.2022.
The Composition of the Audit Committee of the Board of Directors of the Company along
with the details
st
of the meetings held and attended during the financial year ended 31 March, 2022 is
detailed below:
| Name of the Member(s) |
Category |
Category |
No of Meeting attended |
| Rahul Sethi |
Chairman (till 06.12.2021) |
Independent Director |
3/4 |
| Anup Kumar Das |
Chairman (with effect from 07.12.2021) |
Independent Director |
1/4 |
| Ketan M Shah |
Member |
Non-Executive Director |
4/4 |
| Sangeeta K Shah |
Member |
Managing Director |
4/4 |
NOMINATION AND REMUNERATION COMMITTEE
The committee met once during the year on 09.02.2022. The composition of the Nomination
and Remuneration Committee of the Board of Directors of the Company along with the details
of the meetings held and attended by the members of the Committee during the financial
year 2021-22 is detailed below:
| Name of the Member(s) |
Category |
Attendance |
| Mrs. Sangeeta Ketan Shah |
Managing Director |
1/1 |
| Mr. Ketan M Shah |
Non- Executive Director |
1/1 |
| Mr. Anup Kumar Das |
Independent Director |
1/1 |
STAKEHOLDERS RELATIONSHIP COMMITTEE.
st
The committee met once during the year on 09.02.2022. As on 31 March, 2022, the
Stakeholders Relationship Committee consists of the following members:
| Name of the Member |
Status |
Meeting |
Category |
| Mr. Anup Kumar Das |
Chairman |
1/1 |
Independent Director |
| Mr. Ketan M Shah |
Member |
1/1 |
Non-Executive Director |
| Mrs. Sangeeta K Shah |
Member |
1/1 |
Managing Director |
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act, 2013, the Directors hereby confirm that:
a) In the preparation of the Annual Accounts, the applicable Accounting Standards have
been followed along with proper explanations relating to material departures, if any;
b) They have selected such Accounting Policies and applied them consistently and made
judgment 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, 2022 and of the profit and loss of
the company for that period;
c) To the best of their knowledge and information, they have taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
d) They have prepared the Annual Accounts on a Going Concern basis;
e) They have laid down internal financial controls to be followed by the Company and
that such internal financial controls are adequate and are operating effectively; and
f) There is a proper system to ensure compliance with the provisions of all applicable
laws and that such systems are adequate and operating effectively.
CONSERVATION OF ENERGY, TECHNOLOGY & FOREIGN EXCHANGE
The Company is not a manufacturing Company and as such no provisions of Conservation of
Energy, Technology Absorption under Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014 are attracted. It is further stated that there was no
inflow and outflow of foreign exchange.
INDIAN ACCOUNTING STANDARDS (IND AS)
Pursuant to the notification, issued by The Ministry of Corporate Affairs dated
February 16, 2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, the
Company has adopted "IND AS" with effect from April 01, 2019.
RISK MANAGEMENT POLICY
The Company constantly manages monitors and reports on the principal risk and
uncertainties that can have an impact on the Company. Your directors keep a close watch on
the risk prone areas and take actions from time to time.
INTERNAL FINANCIAL CONTROL
The Company has an adequate Internal Control System, commensurate with its size, scale
and operations to ensure proper recording of financial and operational information and
compliance of various internal control and other regulatory and statutory compliance.
During the year no reportable material weakness in the design or operation were observed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provision of Section 152 of Companies Act, 2013, Mr. Ketan M
Shah, director shall be retiring by rotation at the ensuing Annual General Meeting and
being eligible, offer himself for reappointment.
Mr. Anup Kumar Das (DIN: 09248995) had been appointed as the Director of the Company
(Non Executive, Independent Category) with effect from 14th August, 2021. Mr.
Rahul Sethi (DIN: 01033208) had resigned from the Directorship of the Company with effect
from 6th December, 2021.
During the year under review, Mrs. Pooja Hirwani (ACS 42186) has been appointed as
Company Secretary of the Company with effect from 19.07.2021.
STATUTORY AUDITORS
The members of the Company at the 39th Annual General Meeting held on 30th
September, 2021 has approved the appointment of M/s. Harsh Jain & Associates ,
Chartered Accountants, Durg , having ICAI Firm Registration No. 007639C as the Statutory
Auditors of the Company for a period of one year, from the conclusion of the 39th Annual
General Meeting till the conclusion of 40th Annual General Meeting of the Company going to
be held in the year 2022.
Accordingly, based on the recommendation of the Audit Committee and confirmation
received from M/s. Harsh Jain & Associates , Chartered Accountants, Durg , having ICAI
Firm Registration No. 007639C on their eligibility, the Board recommends to the members
for the re-appointment of M/s Harsh Jain & Associates, Chartered Accountants, Durg ,
as the Statutory Auditors of the Company to hold the office for a period of five year from
the conclusion of this 40th Annual General Meeting till the conclusion of 45th
Annual General Meeting of the Company to be held in the year 2027 subject to
approval of members of the Company in ensuring Annual General Meeting of the Company.
SECRETARIAL AUDITOR AND THEIR REPORT
Mrs. Dunna Meena Kumari, Practicing Company secretary had been appointed as Secretarial
Auditor of the Company for the FY 2021-22. The Secretarial Audit Report for the financial
year ended 31 March, 2022 is annexed herewith as Annexure-II to this Report.
FRAUDS REPORTED BY AUDITORS
The Statutory Auditors or Secretarial Auditor of the Company have not reported any
frauds under section 143(12) of the Companies Act, 2013, including rules made thereunder.
EXTRACT OF ANNUAL RETURN
The details forming the part of the extract of Annual return as on 31st
March, 2022 in form MGT-9 in accordance with Section 92(3) of the Company Act, 2013 read
with Companies (Management and Administration) Rule, 2014 is annexed herewith as Annexure-III
to this report.
RELATED PARTY TRANSACTIONS
There is no materially significant Related Party Transaction made by the Company during
the year that would require shareholders approval under the Listing Regulations.
Details of the transaction with Related Parties are provided in accompanying financial
statement. There was no transaction during the year which would require to be reported in
form no AOC-2.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
During the Financial Year 2021-22, no Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Companies Act, 2013 was made by the Company. Details
of Loans, Guarantees and Investments outstanding as on 31st March, 2022 are
given in the notes to the financial statements.
CHANGE TN CAPITAL STRUTURE AND LISTING OF SHARES
Presently the Companys shares are listed on the Bombay Stock Exchange (BSE). There are
no changes in Capital Structure during the F.Y ended 31st March, 2022. Your
company has not issued equity shares with differential rights as to dividends, voting or
otherwise, and does not have ESOP scheme for its employees/Directors.
PARTICULARS OF EMPLOYEES
There was no employee receiving remuneration attracting provisions of section 134(3)(q)
of the Companies Act, 2013 read with Rule 5(2) & (3) of Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014.
DECLARATION OF INDEPENDENCE
Your Company has received declarations from all the Independent Directors confirming
that they meet the criteria of independence as prescribed under the provisions of the
Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as
Regulation 16(1) (b) of Listing Regulations (including any statutory modification(s) or
re-enactment(s) for the time being in force).In accordance with the provision of Section
152 of the Companies Act, 2013, none of Independent Director is liable to retire by
rotation.
PERFORMANCE EVALUATION OF THE BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS
Meeting the requirements of the statue and considering Boards Performance evaluation as
an important step for a board to transit to a higher level of performance, the Nomination
and Remuneration Committee has laid down a comprehensive framework for carrying out the
evaluation prescribed in the provisions of the Companies Act, 2013 read with rules issued
thereunder and the Listing Regulations (including any statutory modifications or re-
enactment (s) for the time being in force). The process for evaluation of the annual
performance of the Director /Board/Committees was carried out. The overall outcome was
positive.
VIGIL MECHANISM
A Vigil Mechanism Policy for Directors and employee of the Company is constituted as
per Section 177 (9) to provide a mechanism which ensures adequate safeguards to employees
and Directors from any victimization on rising of concerns of any violations of legal or
regulatory requirements, incorrect or misrepresentation of any financial statements and
report etc.
NBFC LICENSE
Hem Holdings and Trading Limited is one of the certified non-deposit accepting
(Category-B) NBFC business institution from Reserve Bank of India engaged in investments
and other investment advisory financial services. Hem Holdings and trading limited since
1980 has been engaged in providing quality services in field of Investment and buying,
selling, underwriting, investing, acquire and hold securities of every kind whether issued
by Companies operating within India or outside.
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) The Company is not covered under Section 135(2) of the Companies Act, 2013 and as
such no disclosure regarding Corporate Social Responsibility is required under the said
section or applicable rules.
(b) Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and except ESOS referred to in this Report.
(c) No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operations in future.
(d) Your Company has not made any one time settlement with any of its lenders.
(e) There is no application filed or made under the Insolvency and Bankruptcy, 2016. MANAGEMENT
DISCUSSION AND ANALYSIS REPORT
A detailed report on the Management Discussion and Analysis in terms of the provisions
of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is enclosed as Annexure- I.
ACKNOWLEDGEMENT
Your Directors wishes to express its gratitude and record their appreciation for the
commitment and dedicated efforts put in by all the employees. Your director take this
opportunity of expressing the assistance and co-operation extended to the Company by
banks, employees, members and all other persons.
| For and on behalf of the Board of Directors |
|
| (Ketan Moolchand Shah) |
(Sangeeta Ketan Shah) |
| DIRECTOR |
DIRECTOR |
| DIN: 00312343 |
DIN:05322039 |
| Place: Bhilai |
|
| Date: 27.05.2022 |
|
+91-9892691696
