To
The Members of Sudev Industries Limited
The Board of Directors is pleased to present herewith the Annual Report of your Company
together with the Audited Financial Statements for the financial year ended 31st
March, 2021. The Management Discussion and Analysis has also been incorporated into this
report.
FINANCIAL RESULTS:
The highlights of the Financial Results are as under:
| Particulars |
2020-2021 |
2019-2020 |
| Gross Total Income |
0 |
0 |
| Expenditure |
228,677.66 |
310,000.00 |
| Finance Cost |
0 |
0 |
| Gross Profit (Loss) |
(228,677.66) |
(3,10,000) |
| Depreciation |
0 |
0 |
| Profit/(Loss) Before Tax |
(228,677.66) |
(3,10,000) |
| Provision for Current Taxation |
0 |
0 |
| Provision for Taxation Earlier Year |
0 |
0 |
| Net Profit (Loss) after Tax |
(228,677.66) |
(3,10,000) |
| Proposed Dividend |
NIL |
NIL |
OPERATIONS
During the year under review, the Company has earned a Loss of Rs. (228,677.66) as
against Loss of Rs. (310,000.00) in the previous year. The Company will focus on trading
of plastic products businesses and will formulate its strategies accordingly.
CHANGE IN NATURE OF BUSINESS:
There has been no change in nature of business of the company during the F.Y. 2020-21.
MATERIAL CHANGES AND COMMITMENTS:
There has been no material changes and commitments, affecting the Financial Position of
the Company, which have occurred between the End of Financial Year of the Company to which
the Financial Statements relate and the date of the report.
CHANGES IN SHARE CAPITAL:
The paid up Equity Share Capital as on 31st March, 2021 was Rs. 3,50,07,375/-. During
the year under review, the Company has not issued any shares with differential voting
rights nor granted stock options nor sweat equity.
DEPOSIT
During the year, the Company has not accepted any deposits under the Companies Act,
2013.
DIVIDEND:
The Board has decided not to recommend any dividend for the year ended 31st March 2021.
DEMATERIALIZATION OF EQUITY SHARES
The Companys equity shares are available for trading in the both Depositories that is
National Securities Depository Limited (NSDL) and the Central Depository Services (India)
Limited (CDSL). The International Security Identification Number (ISIN) allotted by NSDL
and CDSL to the Company is INE670C01018. The Dematerialization status of the Company as on
March 31st, 2021 is as under:-
| Particulars |
No. of Shares |
Percentage |
| Electronic Mode |
|
|
| NSDL |
9,06,030 |
21.504 |
| CDSL |
36,570 |
0.868 |
|
9,42,600 |
22.372 |
| Physical Mode |
32,70,700 |
77.628 |
| Total |
42,13,300 |
100.00 |
TRANSFER TO RESERVE
Company has transferred the loss of Rs. 228,677.66/- for the year ended 31st
March, 2021.
CORPORATE GOVERNANCE
Since, the Company having paid-up capital and net worth less than the threshold
provided under Regulation 15(2) of SEBI LODR Regulations. Hence, the Company need not
required to address Reports on Corporate Governance, certificates from either the auditors
or practicing company secretaries regarding compliance of conditions of corporate
governance.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has policy for Internal Financial Control System, commensurate with the
size, scale and complexity of its operations. Detailed procedural manuals are in place to
ensure that all the assets are safeguarded, protected against loss and all transactions
are authorized, recorded and reported correctly.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors, to the best of their knowledge and belief and according to the
information and explanation obtained by them, make the following statement in terms of
clause (c) of sub-section (3) of section 134 of Companies Act, 2013 that:-
a) In the preparation of the annual accounts for the financial year ended on 31st March
2021, the applicable accounting standards had been followed along with proper explanation
relating to material departures.
b) 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 as at 31st March 2021 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 Companies Act, 2013 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;
e) 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.
f) 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.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Rajiv Agarwal, Chairman and Whole-time Director (DIN: 00929463) of the Company,
will retire by rotation at the ensuing Annual General Meeting and, being eligible, offers
himself for reappointment.
Mr. Ravi Sharma, Director and Chairman of the Nomination and Remuneration
Committee and Stakeholders Relationship committee (DIN: 02543805) is appointed as Non-
Executive Director of the Company.
Ms. Pooja Kataria, Woman Director (DIN: 08189945) is appointed as an Independent
Non-Executive Director.
Mr. Vishnu Sharma, is appointed as Chief Financial Officer of the Company.
*Ms. Shruti Jain, (ACS-64437) is a Company Secretary and Compliance Officer
(Whole-time Key Managerial Personnel) w.e.f. 30th June, 2021.
All the Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act 2013 and Regulation 25
of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the
opinion of the Board, they fulfilled the conditions of independence as specified in the
Act and the Rules made there under and are independent of the management. The declaration
was placed before the board for their review.
Policy on Directors, KMP & Other Employees:
The Company has adopted Governance Guidelines on Boards Effectiveness. The Governance
Guidelines cover aspects related to composition and role of the Board, Chairman and
Directors, Board diversity, definition of Independent Director, Director term, retirement
age and Committees of the Board. It also covers aspects relating to nomination,
appointment, induction and development of Directors, Director Remuneration, and Subsidiary
oversight, Code of Conduct, Board Effectiveness Review and Mandates of Board Committees
Policy for Nomination and Remuneration of Directors:
The Nomination and Remuneration Committee is responsible for developing competency
requirements for the Board based on the industry and strategy of the Company. Board
composition analysis reflects in-depth understanding of the Company, including its
strategies, environment, operations, and financial condition and compliance requirements.
The Nomination and Remuneration Committee conducts a gap analysis to evaluate the
Performance of the Board on a periodic basis, including each time a Directors appointment
or re-appointment is required or not. The Committee is also responsible for reviewing and
vetting the CVs of potential candidates vis-a-vis the required competencies and meeting
potential candidates, prior to making recommendations of their nomination to the Board. At
the time of appointment, specific requirements for the position, including expert
knowledge expected, is communicated to the appointee.
Impact of the COVID-19 pandemic on the Company
Pursuant to regulation 30(3) of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 we would like to inform that the Company has resumed its working with
minimum staff as per the Guidelines issued by the Government updated as on date.
MEETINGS OF THE BOARD:
A calendar of Meetings is prepared and circulated in advance to the Directors. During
the year Ten Board Meetings and four Audit Committee Meetings were convened and held. The
intervening gap between the Meetings was within the period prescribed under the Companies
Act, 2013/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Date
of Board Meetings are 20.05.2020, 30.06.2020, 14.08.2020, 01.09.2020, 13.11.2020,
01.12.2020, 31.12.2020, 25.01.2021, 13.02.2021 and 01.03.2021 and Date of Audit Committee
Meetings are 30.06.2020, 14.08.2020, 13.11.2020 and 13.02.2021
RELATED PARTY TRANSACTIONS
During the period under review, there were no transactions with related parties.
CORPORATE SOCIAL RESPONSIBILITY:
The provision of Section 135 of the Companies Act, 2013 regarding Corporate Social
Responsibility shall not be applicable to companies having net worth not exceeding Rs. 500
Cr or turnover not exceeding Rs. 1,000 Cr or net profit not exceeding Rs. 5 Cr or more
during any financial year, as on the last date of previous financial year. In this
connection, we wish to inform you that in respect of our company as on the last audited
balance sheet as at March 31, 2021 neither the net worth exceeds Rs. 500 Cr nor turnover
exceeds Rs. 1,000 Cr nor net profit exceeding Rs. 5 Cr. Hence, the provisions of Companies
Act, 2013 regarding Corporate Social Responsibility would not be applicable.
EXTRACT OF ANNUAL RETURN
Pursuant to, Section 92(3) of the Companies Act 2013, and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, an extract of the annual return in prescribed
Form MGT-9 is appended as ANNEXURE-I to the board report and copy of annual
return will be placed on Companys website www.sudev.co.in.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:
The Company does not have any subsidiary, joint venture or, associate Company hence no
need to state anything about the same.
Criteria for Determining Qualifications, Positive Attributes and Independence of a
Director:
The Nomination and Remuneration Committee has formulated the criteria for determining
qualifications, positive attributes and independence of Directors in terms of provisions
of Section 178 (3) of the Companies Act 2013 Act and Regulation 19 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
Independence:
In accordance with the above criteria, a Director will be considered as an Independent
Director if he/ she meet with the criteria for Independent Director as laid down in the
Companies Act 2013 Act and SEBI (Listing Obligations and Disclosure Requirement)
Regulations, 2015.
Qualifications: A transparent Board nomination process is in place that encourages
diversity of thought, experience, knowledge, perspective, age and gender. It is also
ensured that the Board has an appropriate blend of functional and industry expertise.
While recommending the appointment of a Director, the Nomination and Remuneration
Committee considers the manner in which the function and domain expertise of the
individual will contribute to the overall skill-domain mix of the Board.
Positive Attributes: In addition to the duties as prescribed under the Companies
Act 2013, the Directors on the Board of the Company are also expected to demonstrate high
standards of ethical behavior, strong interpersonal and communication skills and soundness
of judgment. Independent Directors are also expected to abide by the Code for Independent
Directors as outlined in Schedule IV to the Companies Act 2013.
AUDITORS & AUDITORS REPORT:
M/s AGAP & Co. (Firm Registration No.: 015555C) Chartered Accountants, the
Statutory Auditors of the Company who was appointed on Twenty Seventh (27th)
Annual General Meeting shall hold the office till the conclusion of Thirty Two (32nd)
Annual General Meeting, in place of the M/s Navish Nagpal & Co. the Retiring Auditor
of the Company.
Pursuant to the amendment to Section 139 of the Companies Act, 2013 which was notified
on May 7th, 2018, ratification of appointment of statutory auditors at every
AGM is no longer required.
Cost Auditor
Pursuant to Section 148 of the Companies Act, 2013 read with Rule 6 of Companies (Cost
Records and Audit) Rules, 2014 the Company is not required to appoint cost auditor for the
Financial Year ended 2020-2021.
Cost Audit Report
Pursuant to Section 148(1) of Companies Act, 2013 read with Rule 3 of Companies (Cost
Records and Audit) Rules, 2014 Company is not required to prepare Cost Audit Report for
the F.Y. 2020-2021.
Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9
of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board
of Directors of the Company had appointed M/s. Ajai Kumar & Associates, Company
Secretaries, Delhi to undertake the Secretarial Audit of the Company for the year ended 31st
March, 2021.
Secretarial Auditors Report
The Secretarial Audit Report is annexed as ANNEXURE-II. The Secretarial Audit
Report for the financial year ended on 31st March, 2021 does contain
qualification, reservation, adverse remark or disclaimer.
REMUNERATION POLICY
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
COMMITTEES OF THE BOARD
There are currently three committees of the Board, as following:
1. Audit Committee
In terms of Regulation 18 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the
Companies Act, 2013, an audit committee has been constituted. Composition of the audit
committee as follow:
| S.No. |
Name of the Director |
Category |
| 1. |
Mr. Rajiv Agarwal |
Whole -Time Director |
| 2. |
Mr. Ravi Sharma |
Non-Executive Director |
| 3. |
Ms. Pooja Kataria |
Non-Executive/Independent Director |
2. Nomination and Remuneration Committee
| S.No. |
Name of the Director |
Category |
| 1. |
Mr. Rajiv Agarwal |
Whole -Time Director |
| 2. |
Mr. Ravi Sharma |
Non-Executive Director |
| 3. |
Ms. Pooja Kataria |
Non-Executive/Independent Director |
3. Shareholders/Investors Grievance Committee:
In terms of Regulation 20 Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the company has constituted
shareholders/investor grievance committee keeping in view the total number of
shareholders, number of shares transfer, and transmission of shares. This Committee
addresses all issues and shareholders complaints. Composition of the shareholders/
investor grievance committee is as follows:
| S.No. |
Name of the Director |
Category |
| 1. |
Mr. Rajiv Agarwal |
Whole -Time Director |
| 2. |
Mr. Ravi Sharma |
Non-Executive Director |
| 3. |
Ms. Pooja Kataria |
Non-Executive/Independent Director |
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
Company is committed to adhere to the highest standards of ethical, moral and legal
conduct of business operations. To maintain these standards, the Company encourages its
employees who have concerns about suspected misconduct to come forward and express these
concerns without fear of punishment or unfair treatment. The company has adopted a Whistle
Blower policy to establish a vigil mechanism for directors and employees to report
concerns about unethical behavior, actual or suspected fraud or violation of the Codes of
conduct or ethics policy.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and certain designated employees of the
Company. The Code requires preclearance for dealing in the Companys shares and prohibits
the purchase or sale of Company shares by the Directors and designated employees while in
possession of unpublished price sensitive information in relation to the Company and
during the period when the trading window is closed.
The Board is responsible for implementation of the Code. All Board Directors and the
designated employees have confirmed compliance with the Code
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURT OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:
The Company is suspended on BSE for trading.
There are no other significant material orders passed by the
Regulators/Courts/Tribunals which would impact the going conceern status of the Company
and its future operations.
DISCLOSURES ON POLICY AGAINST SEXUAL AND WORKPLACE HARASSMENT:
The Company believes that it is the responsibility of the organization to provide an
environment to its employee which is free of discrimination, intimidation and abuse and
also to protect the integrity and dignity of its employees and also to avoid conflicts and
disruptions in the work environment. Further there stood no cases filed during the year
under review.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The Companys (Disclosure of Particulars in the Report of the Board of Directors)
Rules, 1998, require the disclosure of particulars regarding Conservation of Energy in
Form-A and Technology Absorption in Form-B prescribed by the Rules. During the year the
company was not involved in any manufacturing activities, which require consumption of
energy or technology absorption.
FORM OF DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION OF TECHNOLOGY, RESEARCH
AND DEVELOPMENT:
Technology Absorption:
The Company is in Trading of plastic products and therefore, specific technology
absorption, adaptations and innovation will be taken care of/ implemented, wherever
required.
Research & Development:
| S. No. |
Particulars |
Status |
| 1. |
Specific areas in which Research and Development carried out by the Company. |
NIL |
| 2. |
Benefit derived as a result of the above Research and Development. |
NIL |
| 3. |
Future plan of action. |
NIL |
| 4. |
Expenditure on Research and development. |
NIL |
FOREIGN EXCHANGE EARNINGS & OUTGO:
| (i) Total Foreign Exchange earned: |
NIL |
| (ii) Total Foreign Exchange outgo: |
NIL |
RISK MANAGEMENT POLICY
The Company has been addressing various risks impacting the Company and the policy of
the Company on risk management is provided in the report of Management Discussion and
Analysis.
FOREIGN EXCHANGE EARNING/OUTGO
During the year under review, the Company has not entered in to any transaction in
foreign currency.
ANNUAL EVALUATION OF BOARD PERFORMANCE AND PERFORMANCE OF ITS COMMITTEES AND OF
DIRECTORS
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation
of its own performance, the directors individually as well as the evaluation of the
working of its Audit Committee, Nomination & Remuneration Committee and other
Compliance Committees. The manner in which the evaluation has been carried out has been
explained in the Corporate Governance Report.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company did not have any fund lying unpaid or unclaimed for a period of last seven
years. Therefore, no funds are required to be transferred to Investor Education and
Protection Fund (IEPF).
MANAGEMENT DISCUSSION AND ANALYSIS
As required by Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 of Stock Exchange, the Management Discussion and Analysis
Report is enclosed as a part of this report.
OBLIGATION OF COMPANY 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 the Workplace, in
line with the provisions of the Sexual Harassment of Women at Workplace Prevention,
Prohibition and Redressal) Act, 2013 and the Rules made there under. The Policy aims to
provide protection to employees at the workplace and prevent and redress complaints of
sexual harassment and for matters connected or incidental thereto, with the objective of
providing a safe working environment, where employees feel secure. The Company has also
constituted an Internal Complaints Committee, known as the Prevention of Sexual Harassment
(POSH) Committee, to inquire into complaints of sexual harassment and recommend
appropriate action.
INDUSTRIAL RELATIONS
During the year under review, your Company had cordial and harmonious relations at all
levels of the Organization.
ACKNOWLEDGEMENT
Your Directors thank the Companys bankers/ financial institutions, creditors, stock
exchanges, RTA, the shareholders and all other stakeholders for the continued support and
co-operation and assistance extended by them to the Company and look forward for their
continued support.
|
|
On behalf of the Board |
|
|
For Sudev Industries Limited |
|
Sd/- |
Sd/- |
| Place: Uttar Pradesh |
Rajiv Agarwal |
Pooja Kataria |
| Date: 01st September, 2021 |
Whole -Time Director |
Director |
|
DIN: 00929463 |
DIN: 08189945 |
+91-9892691696
