Dear Members,
The Board of Directors are pleased to present the Companys Eight Annual Report and the
Companys audited financial statements (standalone and consolidated) for the financial
year ended March 31, 2021.
1. FINANCIAL SUMMARY
| Particulars |
Standalone |
|
2020-2021 |
2019-2020 |
| Revenue from Operations |
57.24 |
2,072.28 |
| Other Income |
- |
- |
| Total income |
57.24 |
2,072.28 |
| Less Total Expenses |
2,313.24 |
2,661.97 |
| Profit or Loss before Tax |
-2,256.00 |
-589.68 |
| Less: Current Tax |
- |
- |
| Deferred Tax (Liability)/ Asset |
- |
- |
| Profit or (Loss) After Tax |
-2,256.00 |
-589.68 |
| Add: Balance as per last Balance Sheet |
- |
- |
| Less: Transfer to Reserves |
- |
- |
| Less: Interim Dividend Paid |
- |
- |
| Less: Dividend Distribution tax |
- |
- |
| Less: Pre Acquisition Profit |
- |
- |
| Balance Transferred to Balance Sheet |
- |
- |
2. REVIEW OF OPERATIONS
During the year under review, the Standalone Financial results for the year show a
Total Income of Rs. 57.24 Lakhs compared to Rs. 2072.28 Lakhs and standalone Net Profit
after tax of Rs. (2,256) Lakhs as compared to Rs. (589.68) Lakhs in the previous year.
Your Directors are optimistic about Companys business and hopeful of better
performance with increased revenue in next year. There was no change in the nature of
business of Company.
3. DIVIDEND
Your Directors feel there is a loss during the year in Company and therefore, do not
recommend any dividend for the financial year ended on March 31, 2021.
Your Directors do not propose to transfer any amount to the General Reserve for the
financial year ended March 31, 2021.
4. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
Pursuant to provisions of Section 124 & 125 of the Companies Act, 2013, the company
is not required to transfer the amount to the Investor Education and Protection Fund
(IEPF) established by the Central Government as the company have not declare the any
Dividend there is no unpaid/unclaimed Equity Shares Dividend in FY 2020-2021.
5. CHANGE IN SHARE CAPITAL
There is no Change in share capital of the Company during the year under review.
6. MANAGEMENT DISCUSSION & ANALYSIS
REPORTS
Management Discussion & Analysis Report hasbeen separately furnished in the Annual
Report.
7. FINANCE
Cash and Bank Balance as at 31st March, 2021 was Rs. 244.86 Lakhs.
The Company continues to focus on judicious management of its working capital,
receivable and other working capital parameters were kept under strict check through
continuous monitoring.
8. DEPOSITS
The Company has neither accepted nor renewed any deposits during the year under review.
9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013
Particulars of loans given, Investments made, guarantees given and securities provided
along with the purpose for which the loan or guarantee or security is proposed to be
utilized by the recipient are provided in the standalone financial statement which is
attach to this report.
10. INTERNAL CONTROL SYSTEM AND RISK MANAGEMENT
The Company has established a well-defined process of risk management, wherein the
identification, Analysis and assessment of the various risks, measuring of the probable
impact of such risks, formulation of risk mitigation strategy and implementation of the
same takes place in a structured manner. Though the various risks associated with the
business cannot be eliminated completely, all efforts are made to minimize the impact of
such risks on the operations of the Company. Necessary internal control systems are also
put in place by the Company on various activities across the board to ensure that business
operations are directed towards attaining the stated organizational objectives with
optimum utilization of the resources.
11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(m) of the Companies Act, 2013 is not applicable to our
Company as the Company does not own any manufacturing facility.
(a) Conservation of energy
| (i) the steps taken or impact on conservation of energy |
Companys operation does not consume significant amount of energy. |
| (ii) The steps taken by the company for utilizing alternate sources of energy |
Not applicable, in view of comments in clause (i) |
| (iii) the capital investment on energy conservation equipments |
Not applicable, in view of comments in clause (i) |
(b) Technology Absorption : Not Applicable
(i) the effort made towards technology absorption
(ii) the benefits derived like product improvement cost reduction product development
or import substitution
(iii) in case of imported technology (important during the last three years reckoned
from the beginning of the financial year)
(a) the details of technology imported
(b) the year of import;
(c) whether the technology been fully absorbed
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof
(iv) the expenditure incurred on Research and Development
(c) Foreign Exchange Earnings and Outgo
(Rs. in Lakhs)
|
Current Year |
Previous year |
| Foreign Exchange earnings (inflow)* |
-- |
- |
| Foreign Exchange outgo (outflow) |
-- |
- |
* The above inflow earnings amounts includes accrued and due receivable also.
12. INDUSTRIAL RELATION
During the year under review, your Company enjoyed cordial relationship with clients
and employees at all levels.
13. DETAILS OF DIRECTORS / KMP / APPOINTED / RESIGNED DURING THE YEAR:
Mr. Manish Baid appointed as Company Secretary and Nomination And Remuneration
Compliance Officer with effect from 10th May, 2019.
In accordance with the provisions of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Sarang Jayant Panchal Managing Director (DIN: 00046744) of
the Company is liable to retire by rotation in the ensuing Ninth Annual General Meeting
and being eligible seeks re- appointment.
15. COMPOSITION OF BOARD AND STATUTORY COMMITTEES FORMED THEREOF
Board of Directors:
| Category |
Name of Director |
| Executive and Non Independent |
Mr. Rajendra Kumar Sharma |
| Director |
Mr. Sarang Panchal |
| Non-Executive and Independent |
Mr. Rupesh Bhujbal |
| Director |
Mr. Rajesh Oberoi |
|
Ms. Ritu Gupta |
Audit Committee:
| Name |
Status in Committee |
| 1 Rupesh Bhujbal |
Chairman |
| 2 Ritu Gupta |
Member |
| 3 Rajesh Oberoi |
Member |
Committee:
| Name |
Status in Committee |
| 1 Rupesh Bhujbal |
Chairman |
| 2 Ritu Gupta |
Member |
| 3 Rajesh Oberoi |
Member |
Stake Holders Relationship Committee:
| Name |
Status in Committee |
| 1 Rupesh Bhujbal |
Chairman |
| 2 Ritu Gupta |
Member |
| 3 Rajesh Oberoi |
Member |
16. DECLARATION OF INDEPENDENT DIRECTORS
The Company has received necessary declaration from all the Independent Directors under
Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of
independence as laid down in Section 149(6) of the Companies Act, 2013 and SEBI (LODR)
Regulations, 2015.
17. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES
A formal evaluation of the performance of the Board, its Committees, the Chairman and
the individual Directors was led by Nomination & Remuneration Committee, the
evaluation was done using individual interviews covering amongst other vision, strategy
and role clarity of the Board. Board dynamic and processes, contribution towards
development of the strategy, risk management, budgetary controls, receipt of regular
inputs and information, functioning, performance & structure of Board Committees,
ethics & values, skill set, knowledge & expertise of Directors, leadership etc. As
part of the evaluation process the performance of Non- Independent Directors, the Chairman
and the Board was done by the Independent Directors. The performance evaluation of the
respective Committees and that of independent and Non Independent Directors was done by
the Board excluding the Director being evaluated. The Directors expressed satisfaction
with the evaluation process.
18. MEETINGS OF THE BOARD
5 meetings of the Board of Directors were held during the year. The intervening gap
between the meetings was within the period prescribed under Companies Act, 2013.
19. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanation obtained by them, your Directors make the following statements in terms of the
Section 134(3)(c) of the Companies Act, 2013:
(i) That in the preparation of the annual financial statements for the year ended March
31, 2021, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
(ii) That such accounting policies, as mentioned in the Financial Statements as
‘Significant Accounting Policies have been selected and applied consistently and
judgments and estimates have been made 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, 2021 and of the
profit of the Company for the year ended on that date;
(iii) That proper and sufficient care has been taken 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;
(iv) That the annual financial statements have been prepared on a going concern basis;
(v) That proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively;
(vi) That proper systems to ensure compliance with the provisions of all applicable
laws were in place and were adequate and operating effectively
20. RELATED PARTY TRANSACTIONS
All the related party transactions that were entered into during the financial year
were on arms length basis and were in the ordinary course of 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 with
interest of the Company at large. Particulars of contract or arrangements with related
parties is annexed herewith in Form AOC 2 as "Annexure - A"
21. SUBSIDIARIES, ASSOCIATES AND JOINTVENTURE COMPANIES
The Company has No Subsidiaries as on the date of the Report.
22. MERGERS, ACQUISITIONS AND DIVESTMENT
There was no merger or Acquisitions or Divestment done by the Company during the period
underreview.
23. CODE OF CONDUCT
The Board of Director has approved a Code of Conduct which is applicable to the Members
of the Board of Directors and all the employees in the course of day to day business
operations of the Company.
The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealing and in
particulars on matters relating to integrity in the work place, in business practices and
in dealing with stakeholders.
24. NOMINATION AND REMUNERATION POLICY
The policy on nomination and remuneration of Directors, Key Managerial Personnel and
other employees has been formulated in terms of the provision of The Companies act, 2013
and SEBI (LODR) Regulation, 2015 in order to pay equitable remuneration to the Directors,
Key Managerial Personnel and employees Company and to harmonies the aspiration of human
resources consistent with the goals of the Company.
The remuneration policy is aimed at rewarding performance based on review of
achievements on a regular basis. The components of the total remuneration vary for
different levels and are governed by Industry pattern, practice, qualification and
experience of the employees and responsibilities handled by them. The objectives of the
remuneration policy are to motivate and encourage the employees to deliver higher
performance and to recognize their contribution.
25. WHISTLE BLOWER POLICY / VIGIL MECHANISM
During the year, your Directors have constituted a Whistle Blower Policy /Vigil
mechanism policy for the Company to report to the management instances of unethical
behavior, actual or suspected, fraud or violation of the Companys code of conduct of the
Company.
26. COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
The Company has set up an Internal Complaints Committee to redress complaints received
regarding sexual harassment. Your Directors further state that 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. STATUTORY AUDITORS
"RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other
applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit
and Auditors) Rules, 2014, as may be applicable M/s. Suvarna & Katdare, Chartered
Accountants (Firm Registration No. 125080W) Mumbai, be appointed as statutory auditors of
the Company, to hold office for One year till the next AGM, as applicable, at such
remuneration plus service tax, out-of-pocket, travelling and living expenses, etc., as may
be mutually agreed between the Board of Directors of the Company and the Auditors."
suggestions
28. COST AUDIT
Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014 are not applicable to the Company during the period under
review.
29. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
Statutory Auditor
There are some qualifications, reservations or adverse remarks made by the Auditors in
their report as on March 31, 2021 provided in Audit report along with financials.
The Board is trying to maintain utmost financial discipline and avoid delay in paymentof
statutory dues.
30. EXTRACT OF ANNUAL RETURN
Pursuant to the provisions of Section 134(3) (a) of the Companies Act, 2013, Extract of
the Annual Return in MGT -9 for the Financial Year ended March 31, 2021 made under the
provisions of Section 92(3) of the Act and rule 12(1) of the Companies (Management and
Administration) Rules, 2014, is attached as "Annexure C" which forms part of
this Report.
31. ANNUAL RETURN
Annual Return shall be place on www.mrssindia.com within the time prescribed under the
Companies Act, 2013 for filling the Annual Return from the date of conclusion of the
Annual General Meeting.
32. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no material changes and commitments affecting the financial position of the
company which have occurred between the end of the financial year of the company to which
the financial statements related and on the date of this report. During the year under
review, the financial position of the companywas satisfactory.
33. PARTICULARS OF EMPLOYEES NEED TO BE CHECKED WITH OTHER AR OF COMPANIES
There was no employee who was employed throughout the year or part thereof and in
receipt of remuneration aggregating to Rs. 1,02,00,000/- p.a. or more or who was employed
for part of the year and in receipt of remuneration aggregating to Rs. 8,50,000/- p.m. or
more.
34. SECRETARIAL STANDARD:
The Board of Directors confirms that the applicable provisions of the Secretarial
Standards on ‘Meetings of the Board of Directors, have been duly followed by the
Company.
35. PARTICULARS AS PER RULE 5 OF THE COMPANIES (APPOINTEMENT AND REMUNERATION OF
MANAGERIAL PERSONNEL) RULES, 2014.
The details related to employees and their remuneration as required under Section
197(12) and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are mentioned in "Annexure E" to this Boards Report.
Disclosure under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is not applicable to the Company as no employee falls under the
threshold provided therein.
36. CORPORATE GOVERNANCE
The Company being listed on the Small and Medium Enterprise platform is exempted from
provision of corporate governance as per Regulation 15 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Hence no
corporate governance report is disclosed in this Annual Report. However we have complied
with the relevant provision of the Companies Act, 2013 and rules thereunder with regards
to formation of committees.
37. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 regarding constitution of
Corporate Social Responsibility (CSR) Committee and spending of atleast 2% of average net
profit are not applicable to the Company.
38. ACKNOWLEDGEMENTS
The Board of Directors wish to place on record their appreciation for support extended
by the bankers, business associates, clients, consultants, auditors, shareholders and the
employees of the Company for their co-operation and support. The Board of Directors would
also like to place on record their sincere appreciation for the co- operation received
from the Local Authorities and all statutory and/or regulatory bodies
| For and on behalf of the Board of Directors |
| Sarang Panchal |
| (Managing Director) |
| DIN: 00046744 |
| Rajendra Kumar Sharma |
| (Whole-Time Director) |
| DIN: 06879460 |
| Mumbai, 3 0 th June, 2021 |
+91-9892691696
