To,
The Members,
Maa Jagdambe Tradelinks Limited
Your Directors have pleasure in presenting their Thirty Eighth
Annual Report on the business and operations of the Company together with the Audited
Statement of Accounts of the Company for the year ended on 31st March, 2023.
1. Financial Highlights:
The financial results are summarized below:
(Amount in hundreds)
| Particulars |
For the year ended |
For the year ended |
|
31st March 2023 |
31st March 2022 |
| A Total Revenue |
|
|
| B Total Expenses |
2,017 |
6,395 |
| C Profit/(Loss) Before Tax |
(2,017) |
(6,395) |
| D Tax expense |
|
|
| - Current Tax |
|
|
| - Deferred Tax |
|
|
| E Profit/(Loss) after Tax |
(2,017) |
(6,395) |
2. Financial Performance:
The Company did not earn any revenue since last two years. The
Company?s expenses were reduced from Rs. 6,395 hundreds to Rs.2,017 hundreds. Since
there was no income, the Company faced a loss of Rs. 2,017 hundreds as compared to
previous year loss of Rs 6,395 hundreds. The Company is trying hard to grab the market
opportunities and make it into a profit-making Company.
3. Dividend & Reserves:
Your Directors abstain from declaring any dividend for the year and no
amount of profit earned during the year was transferred to General Reserve.
4. Management Discussion & Analysis:
There is no material change between the end of the financial year and
the date of the report which may affect the financial position of the Company. Management
Discussion & Analysis report is being given under Corporate Governance Report.
5. Listing with Stock Exchanges:
At present, the Equity shares of the Company are listed at BSE Ltd. Due
to some suo motto surveillance measures taken by BSE, the trading in the shares of the
Company is suspended w.e.f. 27.08.2015.
6. Dematerialization of Shares:
99.90% of Company?s paid-up Equity Share Capital is in
dematerialized form as on 31st March, 2023 and the balance 0.10% is in physical
form. The Company?s Registrar and Transfer Agent is M/s. Purva Shareregistry (India)
Private Limited having their registered office at Unit No.9, Shiv Shakti Industrial
Estate, Gr Floor, J R Bhoncha Marg, Lower Parel, Mumbai - 400 011.
7. Internal Financial Controls:
The Board of Directors of our Company have adopted policies and
procedures for ensuring the orderly and efficient conduct of its business, including
adherence to your Company?s policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of the accounting records and
timely preparation of reliable financial disclosures. During the year, such controls were
tested and no reportable material weaknesses in the design or operation were observed.
8. Finance & Accounts:
The Company is required to prepare financial statements under Indian
Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read
with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015. The estimates and
judgments relating to financial statements are made on prudent basis, so as to reflect in
a true and fair manner, the form and substance of transactions and reasonably present the
Company?s state of affairs and profit for the Financial Year 2022-23.
9. Subsidiaries, Joint Ventures and Associates Companies:
The Company does not have any Subsidiary/ Joint Ventures/ Associate
Companies.
10. Deposits:
The Company has not accepted any deposits within the meaning of Section
73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules,
2014.
11. Statutory Auditors:
(a) Comments and notes by auditors in the opinion of the management are
self-explanatory and do not require any further comments.
(b) M/s. Satya Prakash Natani & Co., Chartered Accountants, holds
office till the conclusion of this ensuing Annual General Meeting.
The Board has recommended the appointment of Mr. Girish G. Patwardhan
(having Membership No. 042606) as the Statutory Auditors of the Company for a term of five
years i.e. from the conclusion of the 38th Annual General meeting till the
conclusion of the 43rd Annual General meeting to be held for the F.Y. 2027-28
for approval of the members.
12. Secretarial Auditors:
Pursuant to the provisions of section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has
appointed M/s. Nitesh Chaudhary & Associates, Practicing Company Secretary, Mumbai, as
the Secretarial Auditors of the Company to undertake secretarial audit of the Company. The
Secretarial Audit Report of the Company for the financial year ended March 31, 2023 is
annexed to this report as Annexure A.
13. Internal Auditors:
The internal audit function provides an independent view to the Board
of Directors, the Audit Committee and the Senior Management on the quality and efficacy of
the internal controls, governance systems and processes.
14. Annual Return:
A copy of Annual Return as provided under section 92(3) of the
Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, in the prescribed form, which will be filed with the Registrar of Companies,
/MCA.
15. Particulars Regarding Conservation of Energy, Technology
Absorption:
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 requires disclosure of particulars regarding conservation
of Energy and Technology absorption. The Company is not having manufacturing facilities of
its own; therefore, information required under this clause is not applicable to the
Company.
16. Corporate Social Responsibility (CSR):
The Company does not fall under the prescribed class of companies?
u/s 135(2) of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social
Responsibility) Rules, 2014. Hence CSR is not applicable to the Company.
17. Human Resources:
The Company firmly believes that Human Capital is its most important
asset. The health, safety and wellbeing of the employees and their families remained our
top priority. The Company has embarked on its journey of "Happiness at the
workplace" which has helped to look at employee engagement in a more holistic way.
18. Meetings of the Board:
The Board of Directors duly met 5 (five) times during the financial
year, the details of the same are being given in the Corporate Governance Report. The
intervening gap between the two consecutive meetings was within the period as prescribed
under the Companies Act, 2013.
19. Foreign Exchange Earnings / Outgo:
The Company has neither incurred any expenditure nor earned any income
in foreign exchange.
20. Directors and Key Managerial Personnel:
(1) Resignation of Chief Financial Officer:
Mr. Kailash Laxmi Narayan Bhageria (having PAN AAQPB6321H) resigned
from the position of Chief Financial Officer of the Company, with effect from 27th
May, 2022.
(2) Resignation of an Independent Director:
Mr. Ravikant Kailashchandra Modi (holding DIN 06479629) resigned from
the position of Independent Director of the Company with effect from close of business
hours of 26th May, 2023.
(3) Appointment of Directors retiring by rotation:
Mr. Sanjay Shantilal Trivedi (holding DIN 09216074), Director of the
Company, will retire by rotation at the ensuing Annual General Meeting and being eligible
offers himself for reappointment.
(4) Declaration by Independent Directors:
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of independence as
prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015.
21. Vigil Mechanism:
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers)
Rules, 2014 read with Section 177(10) of the Companies Act, 2013 ("Act") and
Regulations 22 of the Listing Regulations our Company has adopted a Vigil Mechanism
Framework ("Framework"), The objective of the Framework is to establish a
redressal forum, which addresses all concerns raised on questionable practices and through
which the Directors and employees can raise actual or suspected violations. The mechanism
framed by our Company is in compliance with requirement of the Act.
22. 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 as set out in the notes to the
accompanying financial statements of your Company.
23. Nomination and Remuneration Policy:
The Nomination & Remuneration Committee of the Board of Directors
has adopted a policy which deals with the manner of selection and appointment of
Directors, Senior Management and their remuneration. The policy is in compliance with the
provisions of Section 178(3) of the Companies Act, 2013.
24. Related Party Transactions:
Contracts/arrangement/transactions entered by the Company during
Financial Year 2022-2023 with related parties were in compliance with the applicable
provisions of the Act and SEBI Listing Regulations. All related party transactions entered
during Financial Year 2022-2023 were on arm?s length basis and no materially
significant related party transactions made by the Company with Promoters, Directors, Key
Managerial Personnel or other designated persons which may have a potential conflict with
the interest of the Company. None of the Directors have any pecuniary relationships or
transactions vis-?-vis the Company. There were no transaction requiring disclosure under
section 134(3)(h) of the Act. Hence, the prescribed Form AOC–2 does not form a part
of this report.
25. Risk Management:
The Company has long been following the principle of risk minimization
as its norm in every industry. In accordance with Regulation 21 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 the Board members were informed about risk assessment and minimization procedures
after which the Board formally adopted steps for framing, implementing and monitoring the
risk management plan for the Company. As a matter of policy, these risks are assessed and
appropriate steps are taken to mitigate the same.
26. Safety:
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
27. Significant and Material Orders Passed by the Regulators or Courts:
During Financial Year 2022-2023, there were no significant and material
orders passed by Regulators or Courts or Tribunal impacting the going concern status of
the Company and its future operations.
28. Material changes and commitments:
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which this financial
statement relates on the date of this report.
29. Board Evaluation:
The Nomination and Remuneration Policy of our Company empowers the
Nomination and Remuneration Committee to formulate a process for effective evaluation of
the performance of Individual Directors, Committees of the Board and the Board as a whole.
The Board of Directors formally assess their own performance based on parameters which,
inter-alia, include performance of the Board on deciding long term strategies, rating the
composition and mix of Board members, discharging of governance and fiduciary duties,
handling critical and dissenting suggestions, etc.
The parameters for performance evaluation of our Directors include
contributions made at the Board meeting, attendance, instances of sharing best and next
practices, domain knowledge, vision, strategy, engagement with senior management etc. The
Chairperson of the respective Committees based on feedback received from the Committee
members on the outcome of performance evaluation exercise of the Committee, share their
report to the Board of Directors.
The Independent Directors, at their separate meeting, review the
performance of non-independent directors and the Board as a whole. Based on the outcome of
the performance evaluation exercise, areas for further development are identified for the
Board to engage itself with and the same would be acted upon. The details of the
evaluation process are set out in the Corporate Governance Report, which forms a part of
this Annual Report.
30. Audit Committee:
The Audit Committee is comprised of three directors. The composition of
the Audit Committee is as follows:
| No. |
Name |
Designation |
Category |
| 1. |
Mr. Ravikant |
Chairman |
Non-Executive Independent |
|
Kailashchandra Modi |
|
|
| 2. |
Mrs. Sarala Parmar |
Member |
Non-Executive Independent |
| 3. |
Mr. Sanjay Trivedi |
Member |
Executive |
All the recommendations made by the Audit Committee were accepted by
the Board.
31. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is comprised of three
directors. The composition of the Remuneration Committee is as follows:
| No. |
Name |
Designation |
Category |
| 1. |
Mr. Ravikant |
Chairman |
Non-Executive Independent |
|
Kailasrhchandra Modi |
|
|
| 2. |
Mrs. Sarala Parmar |
Member |
Non-Executive Independent |
| 3. |
Mr. Bhavesh Trivedi |
Member |
Non-Executive Non- Independent |
All the recommendations made by the Nomination and Remuneration
Committee were accepted by the Board.
32. Corporate Governance:
Corporate Governance essentially involves balancing the interests of
various stakeholders of the Company such as shareholders, management, customers,
suppliers, financers and the government. It entails managing business with accountability
to and responsibility towards the shareholders and making accurate, adequate and timely
disclosures of relevant information. It includes the processes through which the
organization?s objectives are set and pursued in the context of the social,
regulatory and market environment.
A report on Corporate Governance is appended as an annexure to this
report.
33. Business responsibility and sustainability Report (BRSR):
Pursuant to amendment in SEBI Listing Regulations, top 1,000 listed
entities based on market capitalization are required to submit a BRSR with effect from the
FY-2023. However, in the Financial Year 2022-2023, the Company does not fall under that
category. Hence, submission of the said report is not required.
34. Secretarial Standards of ICSI:
The Company has complied with the requirements prescribed under the
Secretarial Standards on meetings of the Board of Directors (SS–1) and General
Meetings (SS–2) read with the MCA circulars.
35. Ratio of Remuneration:
The information pursuant to 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 in respect of employees of the Company and Directors is
furnished hereunder:
(Amount in hundreds)
| Name and Designation |
Remuneration for Financial Year 2022-23 |
% increase /(decrease) from previous year |
Ratio/Times per median of employee
remuneration |
| Harish Kanta Srivastava |
735 |
Nil |
N.A. |
| (Director) |
|
|
|
The particulars of the employees as required under Rule 5(2) and rule
5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
not applicable to the Company as none of the employees of the Company was in receipt of
remuneration as prescribed under the said Rules.
36. Share Capital:
A) Buy Back of Securities
The Company has not bought back any of its securities during the year.
B) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year.
C) Bonus Shares
No Bonus Shares were issued during the year.
D) Employees Stock Option Plan
The Company has not provided any stock option plan during the year.
37. Directors Responsibility Statement:
According to the provisions of section 134(3)(c) of the Companies Act,
2013, the directors confirm that:
a) in the preparation of annual accounts for the financial year ended
31st March, 2023, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed and there are no material departures from the
same;
b) the accounting policies as selected are consistently applied and
made judgements and estimates that are reasonable and prudent manner so as to ensure true
and fair view of the state of affairs of the Company as at 31st March, 2023 and
of the loss of the Company for the year ended on that date;
c) adequate accounting records are maintained in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) financial statements have been drawn up on a going concern basis;
e) the Directors 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) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are adequate and operating
effectively.
38. Acknowledgment:
Your directors would like to place on record their gratitude for the
valuable guidance and support received from RBI, SEBI, Registrar of Companies, BSE Limited
and other Government and Regulatory agencies and to convey their appreciation to the
Company?s customers, bankers, lenders, vendors and all other business associates for
their continuous support given by them to the Company.
The Directors also place on record their appreciation for all the
employees of the Company for the commitment, team work, professionalism and the resilience
and dedication demonstrated by them.
| Registered Office: |
For and on behalf of the Board |
|
| Shop No. 7, Ground Floor, |
|
|
| A Wing, Navkar Building, |
|
|
| Yashwant Gaurav Complex, |
r |
|
| Nalasopara (West), |
sd/- |
sd/- |
| Palghar - 401 203. |
Harish Kanta Srivastava |
Sanjay Trivedi |
|
DIN: 06874778 |
DIN: 09216074 |
| Dated: 12th August, 2023 |
Director |
Director |
+91-9892691696
