To the Members of Midas Infra Trade Limited
The Directors are pleased to present the Twenty Seventh Annual Report and the Audited
Financial Statements for the year ended March 31, 2021:
1. FINANCIAL RESULTS
| Particular |
2020-21 |
2019-20 |
| Revenue from Operations |
7159.32 |
11751.20 |
| Other Income |
176.63 |
14.37 |
| Total Income |
7335.96 |
11765.57 |
| Expenditure: |
|
|
| Operating Expenses |
7176.94 |
11047.83 |
| Finance Costs |
.72 |
1.03 |
| Depreciation / Amortisation |
86.29 |
75.20 |
| Other Expenses |
211.78 |
590.21 |
| Total Expenses |
7475.73 |
11714.28 |
| Profit before exceptional items and taxes |
(139.77) |
51.28 |
| Exceptional items |
0.00 |
0.00 |
| Profit before taxes |
(139.77) |
51.28 |
| Tax Expense: |
|
|
| -Current |
- |
15.00 |
| -Deferred |
8.10 |
(0.13) |
| -Income Tax paid |
- |
|
| Profit after taxes for the year |
(147.88) |
36.14 |
| EPS: |
|
|
| Basic |
(0.12) |
0.03 |
| Diluted |
(012) |
0.03 |
During the financial year 2020-21, the Company has recorded revenue of ? 7335.96 Lakh
compared to revenue ? 11765.57 Lakh in the previous year. The Company has due to adverse
market conditions have incurred a loss of (? 147.88) Lakhs during the year as compared to
profit of ? 36.14 Lakhs in the previous year. The Directors are optimistic about future
performance of the Company.
2. Dividend
As the company have incurred loss and have no profit to distribute, it regrets not to
recommend any dividend. But the directors are hopeful better result in ensuring future.
3. Finance
The Company expects macro-economic situation to improve with real GDP growth. The
impact of Covid-19 is huge on the market and it has affected the financial growth of the
company. Higher fluctuations in gold prices and various rigid regulations have impacted
growth in the jewellery industry and the company expects to grow through gains in market
share.
4. Public Deposits
The Company has not accepted any Public Deposits or any Fixed Deposit during the
financial year 2020-21 and hence there are no defaults in repayment of amount of principle
and interest as on the date of Balance Sheet.
5. Material changes and commitments affecting financial position between end of the
financial year and date of report
There have been no material changes and commitments affecting financial position
between end of the financial year and the date of the report.
6. Significant and material orders
There are no significant and material orders passed by the regulators or courts or
tribunals impacting the going concern status and Companys operations in future.
7. Particulars of loans, guarantees and investments
The particulars of loans, guarantees and investments have been disclosed in the
financial statements.
8. Adequacy of internal controls and compliance with laws
The Company during the year has reviewed its Internal Financial Control (IFC) systems
and has continually contributed to establishment of more robust and effective IFC
framework, prescribed under the ambit of Section 134(5) of Companies Act, 2013. The
preparation and presentation of the financial statements is pursuant to the control
criteria defined considering the essential components of Internal Control - as stated in
the "Guidance Note on Audit of Internal Financial Controls over Financial Reporting
issued by the Institute of Chartered Accountants of India (ICAI)". The control
criteria ensures the orderly and efficient conduct of the Companys business, including
adherence to its policies, the safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the accounting records and the timely
preparation of reliable financial information. Based on the assessment carried out by the
Management and the evaluation of the results of the assessment, the Board of Directors are
of the opinion that the Company has adequate Internal Financial Controls system that is
operating effectively as at 31st March, 2021. There were no instances of fraud which
necessitates reporting of material misstatement to the Companys operations. There has
been no communication from regulatory agencies concerning non-compliance with or
deficiencies in financial reporting practices.
9. Audit committee
The details pertaining to the composition of the audit committee are included in the
Corporate Governance Report, which is a part of this report.
10. Risk Management
The requirement of constitution of Risk Management committee is not applicable to the
Company.
11. Related Party Transactions
There are 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 interests of the Company at large. All related party
transactions are placed before the Audit Committee and the Board for approval, if
applicable. Prior omnibus approval of the Audit Committee is obtained for the transactions
which are of a foreseen and repetitive nature. The transactions entered into pursuant to
the omnibus approval so granted are verified by the Internal Auditor and a statement
giving details of all related party transactions is placed before the Audit Committee and
the Board of Directors for their approval, if applicable, on a quarterly basis. The
Company has developed an Internal Guide on Related Party Transactions Manual and
prescribed Standard Operating Procedures for purpose of identification and monitoring of
such transactions. The Policy on Related Party Transactions as approved by the Board is
uploaded on the Companys website. None of the Directors has any pecuniary relationships
or transactions vis-a-vis the Company. There were no transactions during the year which
would require to be reported in Form AOC-2.
12. Subsidiaries / Joint Venture / Associate Company
As on 31st March 2021, the Company had no subsidiaries/ Associate/ Joint
Venture:
13. Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The particulars as prescribed under sub-section (3) (m) of Section 134 of the Act read
with Rule 8 of the Companies (Accounts) Rules, are furnished in Annexure- I to the Boards
Report.
14. Corporate Social Responsibility (CSR)
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the said provisions are not applicable.
15. Extract of Annual Return
As provided under Section 92(3) of the Act, the extract of annual return is given in
Annexure-II in the prescribed Form MGT-9, which forms part of this Report.
16. Dividend Distribution Policy
The Dividend Distribution Policy is annexed as Annexure-III.
17. Vigil Mechanism
The Company has a whistle blower mechanism wherein the employees can approach the
Management of the Company (Audit Committee in case where the concern involves the Senior
Management) and make protective disclosures to the Management about unethical behaviour,
actual or suspected fraud or violation of the Companys Code of Conduct. The Whistle
Blower Policy requires every employee to promptly report to the Management any actual or
possible violation of the Code or an event he becomes aware of that could affect the
business or reputation of the Company. The disclosures reported are addressed in the
manner and within the time frames prescribed in the policy. A mechanism is in place
whereby any employee of the Company has access to the Chairman of the Audit Committee to
report any concern. No person has been denied access to the Chairman to report any
concern. Further, the said policy has been disseminated within the organisation and has
also been posted on the Companys website.
18. Secretarial Standards
The Directors state that the applicable Secretarial Standards i.e SS-1 and SS-2, issued
by the Institute of Company Secretaries of India, relating to Meeting of Board of
Directors and General Meetings respectively have been duly complied with.
19. Disclosures as per 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 workplace in line
with the provisions of the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal
of complaints of sexual harassment at workplace. During the financial year 2020-21, the
Company had received no complaints on sexual harassment, all were disposed-off with
appropriate action taken and no complaint remains pending as of 31st March
2021.
20. Details in respect of Frauds reported by Auditors under sub-section (12) of Section
143 other than those which are reportable to the Central Government
The Statutory Auditors of the Company have not reported any fraud as specified under
the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory
modification(s) or re-enactment(s) for the time being in force).
21. Corporate Governance
As per SEBI Listing Regulations, a Management Discussion and Analysis, Corporate
Governance Report and Auditors Certificate regarding compliance of conditions of
Corporate Governance forms part of the Annual Report.
22. Directors and Key Managerial Personnel
Mr. Bhagat Ram and Mr. Shyam Sundar are the Independent Directors and all have given
declarations that they continue to meet the criteria of independence as laid down under
Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.
Subsequently, Mr. Jitender Pratap Singh, resigned from Directorship of the Company
w.e.f. 28th May, 2020 and Mrs. Madhvi Gupta, resigned from Directorship of the
Company w.e.f. 01st November, 2020
In accordance with the provisions of the Act and in terms of the Memorandum and
Articles of Association of the Company, there is no director in the Company who can be
retires by rotation at the Annual General Meeting.
None of the Directors is related to each other within the meaning of the term
"relative" as per Section 2(77) of the Act.
Mrs. Ritu Nagpal was resigned from the position of Company Secretary under Key
Managerial Personnel category w.e.f 4th September, 2020.
Ms. Astha Wahi was appointed as Company Secretary w.e.f 18th September,
2020. Further, she resigned from the position w.e.f. 15th October, 2020.
Mr. Murari Lal was also appointed as Chief Financial Officer of the Company on 28th
May, 2020.
Pursuant to the provisions of Section 203 of the Act, the following are the Key
managerial personnel of the Company:
1. Mr. Rajnish Chopra- Managing Director
2. Mr. Murari Lal- Chief Financial Officer
3. Mr. Praveen Kumar - Company Secretary W.e.f. 07.04.2021
23. Directors Responsibility Statement
Based on the framework of Internal Financial Controls and compliance systems
established and maintained by the Company, the work performed by the internal, statutory
and secretarial auditors and external consultants, including audit of internal financial
controls over financial reporting by the statutory auditors and the reviews performed by
Management and the relevant Board Committees, including the Audit Committee, the Board is
of the opinion that the Companys internal financial controls are adequate and operating
effectively during FY 2020-21.
Accordingly, pursuant to the requirements of Section 134 (5) of the Act, the Directors
hereby confirm that:
i. in the preparation of the annual accounts, the applicable accounting standards have
been followed and there are no material departures;
ii. they 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 at the end of the financial year and of the profit
of the Company for that period;
iii. they have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
iv. they have prepared the annual accounts on a going concern basis;
v. 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;
vi. they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.
24. Board Evaluation
The performance evaluation of the Board, its Committees and individual Directors was
conducted and the same was based on questionnaire and feedback from all the Directors on
the Board as a whole, its Committees and self-evaluation pursuant to the provisions of the
Companies Act, 2013, SEBI Listing Regulations and the Guidance Note on Boards Evaluation
issued by SEBI on 5th January, 2017.
The Chairperson of the Nomination and Remuneration Committee (NRC) held separate
discussions with each of the Directors of the Company and obtained their feedback on
overall Board effectiveness as well as on each of the other Directors.
Based on the questionnaire and feedback, the performance of every Director was
evaluated by the NRC.
Some of the key criteria for performance evaluation, as laid down by the NRC were as
follows-
Performance evaluation of Directors:
• Contribution at Board / Committee meetings
• Guidance / Support to Management outside Board/ Committee Meetings
Performance evaluation of Board and Committees:
• Board structure and composition
• Degree of fulfillment of key responsibilities
• Establishment and delineation of responsibilities to Committees
• Effectiveness of Board Processes, Information and Functioning
• Board Culture and Dynamics
• Quality of relationship between the Board and Management
• Efficacy of communication with External Stakeholders
• Committees - strengths and areas of improvement
25. Independent Directors
A separate meeting of the independent directors ("Annual ID Meeting") was
convened, which reviewed the performance of the Board (as a whole), the non-independent
directors and the Chairman. Post the Annual ID Meeting, the collective feedback of each of
the Independent Directors was discussed by the Chairperson of the NRC with the Board
covering performance of the Board as a whole, performance of the non-independent directors
and performance of the Board Chairman.
26. Remuneration Policy
The Board has, on the recommendation of the NRC framed a policy for selection and
appointment of Directors, Senior Management and their remuneration. The Remuneration
Policy is stated in the Corporate Governance Report.
27. Policy on Directors appointment and remuneration and other details
The guidelines for selection of Independent Directors are as set out below:
The Board Nomination and Remuneration Committee ("Committee") oversees the
Companys nomination process for Independent Directors and in that connection to identify,
screen and review individuals qualified to serve as an Independent Director on the Board.
Process for selection
The Committee may act on its own in identifying potential candidates. The Committee
shall review and discuss details pertaining to candidates and will conduct evaluation of
candidates in accordance with the process that it sees fit and appropriate and thereafter
pass on its recommendation for nomination to the Board, based on the following guidelines:
Attributes
i) The Committee shall seek candidates who is not a nominee or related to either
Promoter of the Company. Such candidates shall possess integrity, leadership skills,
managerial qualities, foresight abilities and competency required to direct and oversee
the Companys management in the best interest of its stakeholders i.e. shareholders,
customers, employees and communities it serves.
ii) The candidate must be willing to regularly attend the meetings of the Board and
develop a strong understanding of the Company, its businesses and its needs, to
contribute his/ her time and knowledge to the Company and to be prepared to exercise
his/her duties with skill and care. Besides these, the candidate should have an
understanding of governance concepts and legal duties of a Director.
iii) It is desirable that the candidate should have expertise to fill in the gap(s)
identified by the Company in the current composition of the Board.
iv) The candidates age shall not exceed 70 years at the time of joining the Board.
v) Forthrightness and ability to possess foresight abilities in the Governance of a
Corporate. Board Composition Keeping in mind that women constitute a majority of the
Companys customers it would be desirable to have optimum number of the Boards strength
represented by woman members.
Procedure
i) The Committee may retain search firms or advisors as it deems appropriate to
identify candidates.
ii) Develop a list of potential candidates of Independent Directors which may be
refreshed every year. The Committee to create a list of probable candidates from known
sources or from the database of Ministry of Corporate Affairs, Government of India or
Stock Exchanges.
iii) The Committee may also consider profiles of suitable expatriates.
iv) The candidate considered by the Committee as potentially qualified will be
contacted to determine their interest in being considered to serve on the Board and if
interested will be interviewed. As and when a candidate is shortlisted, the Committee will
make a formal recommendation to the Board.
28. Other Disclosures
The information required under Section 197 of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
given below:
i) The remuneration of Director of the Company for the financial year:
| Sl. No. Name of the Managing director |
Remuneration |
| A Rajnish Chopra |
NIL |
Note: Remuneration includes sitting fees and commission for Non-Executive Directors.
29. Information as per Rule 5(2) of the Chapter XIII, the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
The statement containing names of top ten employees in terms of remuneration drawn and
the particulars of employees as required under Section 197(12) of the Act read with Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
is provided in a separate annexure forming part of this report. Further, the report and
the accounts are being sent to the members excluding the aforesaid annexure. In terms of
Section 136 of the Act, the said annexure is open for inspection at the Registered Office
of the Company. Any shareholder interested in obtaining a copy of the same may write to
the Company Secretary.
30. AUDITORS
a) Statutory Auditors
The Board of Directors of the Company at its meeting held on 1st September,
2018 have appointed M/s Apra & Associates, LLP, Chartered Accountants, (FRN: 011078N),
subject to approval of shareholders at ensuing Annual General Meeting, to hold office
from the conclusion of 25th Annual General Meeting till the conclusion of 29th
Annual General Meeting.
The Board recommends to the members of the Company approval of appointment of M/s. Apra
& Associates, LLP, Chartered Accountants, (FRN: 011078N), as the Statutory Auditors of
the Company. Your Company has received a letter from M/s. Apra & Associates, LLP,
Chartered Accountants, (FRN: 011078N), to the effect that their appointment, if made,
would be under the second and third proviso to Section 139 (1) of the Companies Act, 2013
and that they are not disqualified within the meaning of Section 141 of the Companies Act,
2013 read with Rule 4(1) of the Companies (Audit and Auditors) Rules, 2014.
STATUTORY AUDITORS REPORT the Auditors have given an audit report on financial of
2020-21 and annexed herewith
Statutory Auditors Observations: The observations made by Auditor with reference to
notes to account are self-explanatory and need no comments.
b) Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed M/s. KMPM & Co., (Company Secretaries) to undertake the Secretarial Audit of
the Company. The Report of the Secretarial Audit is annexed herewith as Annexure-IV.
Acknowledgements
Your Directors wish to place on record their appreciation of the support which the
Company has received from its promoters, shareholders, lenders, business associates,
vendors, customers, media and the employees of the Company.
| For Midas Infra Trade Limited |
|
| Rajnish Chopra |
Bhagat Ram |
| Managing Director |
Director |
| DIN: 07676838 |
DIN: 08198815 |
+91-9892691696
