To,
The Members,
Your Directors have pleasure in presenting their Eight Annual Report on the business
and operations of the Company and the accounts for the Financial Year ended March 31, 2022
1. Financial summary or highlights/Performance of the Company
The summarized results of your Company are given in the table below:
Amount in Rs.
| Particulars |
Last Year For the year ended March 31, 2021 |
Current Year For the year ended March 31, 2022 |
| Total Income |
60,52,573 |
9,92,631 |
| Profit/(loss) before Interest, Depreciation & Tax (EBITDA) |
(2,14,57,429) |
(22,95,717) |
| Finance Charges |
27,275 |
2,118 |
| Depreciation |
32,04,555 |
25,89,035 |
| Exceptional and Extra-Ordinary Items |
-- |
-- |
| Provision for Income Tax (including for earlier years) |
|
|
| - Current Tax |
-- |
-- |
| - Deferred Tax |
-- |
-- |
| Net Profit/(Loss) After Tax |
(1,82,25,599) |
(48,86,870) |
Business Review / State Of The Companys Affairs
There was no change in nature of the business of the Company during the year under
review.
During the year, your Company earned total income of Rs. 9,92,631 and Loss of Rs.
4886870 for the year ended March 31, 2022.
2. Brief description of the Companys working during the year/State of Companys affair
The Company is involved in the gymming business in India, committing itself in making
India Healthy and Fit. Its USP providing world class gymming experience, facilitated by
the professional trainers.
3. Change in the nature of business, if any
There is no change in the nature of Business.
The Company got listed on BSE SME IPO Platform on October 21, 2014.
4. Transfer to Reserves:
During the year under review, there is no transfer to reserves.
5. Dividend
Due to losses incurred by the Company, the Board could not recommend any dividend for
the year under review.
6. Share Capital
There was no change in the capital structure of the company
7. Directors and Key Managerial Personnel
During the year, Mr. Vishnu Pratap Dhanman Dwivedi (DIN: 02090054) and Ms. Sanvedi
Parag Rane (DIN: 08324137) were the Independent Directors of the Company.
The maximum tenure of Independent Directors is in compliance with the Act. All
Independent Directors have confirmed that they meet the criteria as mentioned under
Regulation 25 of the SEBI Regulations read with Section 149(6) of the Companies Act, 2013.
Mr. Akshat Gupta is the Compliance Officer of the Company.
Mr. Akshat Ashok Gupta was appointed as Chief Financial Officer (CFO)
Ms Megha Khandelwal Appointed as a Company Secretary.
There were no changes in the directorships during the year
8. Corporate Governance
Corporate Governance is about maximizing shareholders value legally, ethically and
sustainability. The goal of Corporate Governance is to ensure fairness for every
stakeholder. We believe Corporate Governance is critical to enhance and retaining investor
trust.
The Management Discussion and Analysis Report, capturing your Companys performance,
industry trends provided in a separate section and forms an integral part of this report.
9. Particulars of Employees
As required under the provisions of Section 197 of the Companies Act, 2013, read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, information in respect of employees of the Company is not given, as there were no
employees drawing remuneration beyond the prescribed limit under the above referred
provisions.
10. Board Evaluation
In terms of provisions of the Companies Act, 2013 and Schedule II- Part D of Securities
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Board has carried out an annual performance evaluation of its own performance,
the directors individually as well as the evaluation of the working of its Audit and
Nomination & Remuneration Committees
11. 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
Managerial Remuneration:
A) Details of the ratio of the remuneration of each director to the median employees
remuneration and other details as required pursuant to Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014. (As per Annexure
II)
B) Details of the every employee of the Company as required pursuant to 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
C) Any director who is in receipt of any commission from the company and who is a
Managing Director or Whole-time Director of the Company shall receive any remuneration or
commission from any Holding Company or Subsidiary Company of such Company subject to its
disclosure by the Company in the Boards Report.
D) The following disclosures shall be mentioned in the Board of Directors report under
the heading "Corporate Governance", if any, attached to the financial
statement:—
(i) All elements of remuneration package such as salary, benefits, bonuses, stock
options, pension, etc., of all the directors;
(ii) Details of fixed component and performance linked incentives along with the
performance criteria;
(iii) Service contracts, notice period, severance fees;
(iv) Stock option details, if any, and whether the same has been issued at a discount
as well as the period over which accrued and over which exercisable.
12. Details Of Subsidiaries, Joint Ventures And Associate Companies
As on March 31, 2022, the Company had no subsidiary, joint ventures, and associate
companies.
13. Holding Company
As on March 31, 2022, the Company was not a subsidiary of any company.
14. Statutory Auditors and Auditors Report
M/s JAIN ANIL & ASSOCIATES Chartered Accountants (Firm Registration No. 115987W),
are the Statutory Auditors of the Company,
The observations and comments given in the report of the Auditors read and notes to
accounts are self-explanatory and hence do not call for any further information and
explanation or comments under Section 134(3)(f) of the Companies Act, 2013. The report
does not contain any qualification, reservation or adverse remark.
15. Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under M/s. N.S. Gupta &
Associates., Practicing Company Secretary has been appointed as Secretarial Auditors
of the Company. The report of the Secretarial Auditors is enclosed as Form No. MR-3 to
this report. The report is selfexplanatory and does not call for any further comments.
16. Internal Audit & Controls:
The Company continues to engage M/s Himank Desai and Co., as its Internal Auditor.
During the year, the Company continued to implement their suggestions and recommendations
to improve the control environment. Their scope of work includes review of processes for
safeguarding the assets of the Company, review of operational efficiency, effectiveness of
systems and processes, and assessing the internal control strengths in all areas. Internal
Auditors findings are discussed with the process owners and suitable corrective actions
taken as per the directions of Audit Committee on an ongoing basis to improve efficiency
in operations.
17. Policy:
During the year the Company formulated and adopted Codes under SEBI (Prohibition of
Insider Trading) Regulations, 2015, Whistle Blower Policy/Vigil Mechanism, Risk Management
Policy and also formulated and adopted Code of Independent directors and Code of for Board
and Senior Management.
18. Board of Directors:
| Category |
No. of Directors |
| Non-Executive & Independent |
2 |
| Directors including the Chairman |
|
| Other Non-Executive Directors |
- |
| Executive Director |
2 |
| (CEO & Managing Director) |
|
| Total |
4 |
The Chairman of the Board is an Executive Director.
As required under Section 149(3) of the Companies Act, 2013 and Regulation 17 (1) of
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Sanvedi
Parag Rane (DIN: 08324137), a Woman Director, has been appointed as an Independent
Director on the Board.
Other Relevant details of Directors:
| Name of Director |
Date of Appointment and Resignation |
Category |
No. of Directorship (s) held in Indian public & private
Limited Companies |
Committee(s) position |
|
|
|
|
Member |
Chairman |
| Mr. Ankush Gupta (DIN: 02265108) |
08.02.2013 |
Whole-Time Director/ CEO |
8 |
|
1 |
| Mr. Akshat Gupta (DIN: 02265121) |
08.02.2013 |
Managing Director |
8 |
|
2 |
| Mr. Vishnu Pratap Dhanman Dwivedi (DIN:02090054) |
18.06.2014 |
Independent Director |
2 |
3 |
|
| Ms. Sanvedi Parag Rane |
08.01.2019 |
Independent Director |
3 |
|
|
| (DIN:08324137) |
|
|
|
|
|
Board Meetings held during the year
| Dates on which the Board Meetings were held |
Total Strength of the Board |
No. of Directors Present |
| 30th June, 2021 |
4 |
4 |
| 6th September 2021 |
4 |
4 |
| 13th November, 2021 |
4 |
4 |
| 3rd March, 2022 |
4 |
4 |
| Name of Attendance at the Board Meetings held on Director |
|
|
|
|
Attendance at the AGM held on September 30, 2021 |
| Dates of Board Meeting |
30th June, 2021 |
06th September, 2021 |
13th November, 2021 |
3rd March, 2022 |
|
| Mr. Ankush Gupta (DIN:02265108) |
P |
P |
P |
P |
P |
| Mr. Vishnu Pratap Dhanman Dwivedi (DIN:02090054) |
P |
P |
P |
P |
P |
| Mr. Akshat Gupta (DIN:02265121) |
P |
P |
P |
P |
P |
| Ms. Sanvedi Parag Rane (DIN:08324137) |
P |
P |
P |
P |
P |
COMMITTEES OF THE BOARD.
(a) Audit Committee (mandatory committee)
The composition of the Audit Committee as at March 31, 2022 and details of the Members
participation at the Meetings of the Audit Committee are as under:
| Name of Director |
Category |
Attendance at the Audit Meetings held on |
|
|
30.06.2021 |
06.09.2021 |
13.11.2021 |
03.03.2022 |
| Ms. Sanvedi Rane |
Nonexecutive and Independent |
P |
P |
P |
P |
| Mr. Vishnu Pratap Dwivedi |
Nonexecutive and Independent |
P |
P |
P |
P |
| Mr. Ankush Gupta |
Executive and NonIndependent |
P |
P |
P |
P |
The Committee is governed by a Charter which is in line with the regulatory
requirements mandated by the Companies Act, 2013 and Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, some of the important
functions performed by the Audit Committee are:
a. the recommendation for appointment, remuneration and terms of appointment of
auditors of the company;
b. review and monitor the auditors independence and performance, and effectiveness of
audit process;
c. examination of the financial statement and the auditors report thereon;
d. approval or any subsequent modification of transactions of the company with related
parties;
e. scrutiny of inter-corporate loans and investments;
f. valuation of undertakings or assets of the company, wherever it is necessary;
g. evaluation of internal financial controls and risk management systems;
h. monitoring the end use of funds raised through public offers and related matters.
(b) Nomination and Remuneration Committee
The composition of the Nomination and Remuneration Committee as at March 31, 2022 and
details of the Members participation at the Meetings of the Nomination and Remuneration
Committee are as under:
| Name of Director |
Category |
Attendance at the Committee Meetings held on |
|
|
30.06.2021 |
13.11.2021 |
05.03.2022 |
| Mr. Akshat Gupta |
Executive and NonIndependent |
P |
P |
P |
| Ms. Sanvedi Rane |
Non-executive and Independent |
P |
P |
P |
| Mr. Vishnu Pratap Dwivedi |
Non-executive and Independent |
P |
P |
P |
(d) Stakeholders Relationship Committee (mandatory committee)
In compliance with the provisions of Section 178 of the Companies Act, 2013 and the
Listing Agreement, the Board has renamed the existing "ShareholdersVInvestors
Grievance Committee" as the "Stakeholders Relationship Committee".
| Name of Director |
Category |
Attendance at the Committee Meetings held on |
|
|
30.06.2021 |
13.11.2021 |
05.03.2022 |
| Ms. Sanvedi Rane |
Non-executive and Independent |
P |
P |
P |
| Mr. Vishnu Pratap Dwivedi |
Non-executive and Independent |
P |
P |
P |
| Mr. Akshat Gupta |
Executive and NonIndependent |
P |
P |
P |
Details of Shareholders Complaints:
| Shareholders / Investors Complaints |
No. of Complaints |
| Complaints as on April 01, 2021 |
0 |
| Complaints received during 2021-2022 |
0 |
| Complaints not solved to the satisfaction of shareholders |
0 |
| Complaints pending as on March 31, 2022 |
0 |
During the year, no complaints were received from shareholders. As on March 31, 2022,
no investor grievance has remained unattended/ pending for more than thirty days.
19. Separate Meeting of Independent Directors
A separate meeting of Independent Directors of the Company, without the attendance of
NonIndependent Directors and members of management, was held on March 05, 2022, as
required under
Schedule IV to the Act and Regulation 25(3) of the Listing Regulations. At the Meeting,
the
Independent Directors:
• Evaluation of the performance of Non-independent Directors and the Board of
Directors as a whole.
• Evaluation of the performance of the chairman of the Company, taking into
account the views of the Executive and Non-executive directors.
• Evaluation of the quality, content and timelines of flow of information between
the Management and the Board that is necessary for the Board to effectively and reasonably
perform its duties.
• All the Independent Directors were present at the Meeting.
20. General Body Meetings
Particulars of last three Annual General Meetings:
| AGM |
Year ended 31st March, |
Venue |
Date |
Time |
Special Resolutions Passed |
| 3rd |
2017 |
At the Registered Office |
30/09/2017 |
11.00 a.m. |
|
| 4th |
2018 |
At the Registered Office |
29/09/2018 |
11.00 a.m. |
|
| 5th |
2019 |
At the Registered Office |
30/09/2019 |
11.00 a.m. |
|
| 6th |
2020 |
At the Registered Office |
30/09/2020 |
11.30 a.m. |
|
| yth |
2021 |
At the Registered Office |
30/09/2021 |
11.30 a.m. |
1 |
21. Extraordinary General Meeting (EGM)
During the year under review, there was no Extraordinary General Meeting.
22. Material changes and commitments, if any, 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 relate and the date of the report
No Material changes occurred subsequent to the close of the financial year of the
Company to which the balance sheet relates and the date of the report like settlement of
tax liabilities, operation of patent rights, depression in market value of investments,
institution of cases by or against the company, sale or purchase of capital assets or
destruction of any assets etc.
23. Details in respect of adequacy of internal financial controls with reference to the
Financial Statements.
The internal financial controls with reference to the Financial Statements are
commensurate with the size and nature of business of the Company.
24. Deposits
The details relating to deposits, covered under Chapter V of the Act,-
(a) accepted during the year- NIL
(b) remained unpaid or unclaimed as at the end of the year-NIL
(c) whether there has been any default in repayment of deposits or payment of interest
thereon during the year and if so, number of such cases and the total amount involved-NIL
25. Contracts and Arrangements with Related Parties
During the year, the Company had not entered into any contract or arrangement with
related parties which could be considered ‘material or which may have potential
conflict with interest of the company at large.
26. Conservation of energy, technology absorption and foreign exchange earnings and
outgo
The details of conservation of energy, technology absorption, foreign exchange earnings
and outgo are as follows:
(a) Conservation of energy:
| (i) the steps taken or impact on conservation of energy |
NIL |
| (ii) the steps taken by the company for utilizing alternate sources of energy |
NIL |
| (iii) the capital investment on energy conservation |
NIL |
| equipments |
|
(b) Technology absorption:
| (i) the efforts made towards technology absorption |
NIL |
| (ii) the benefits derived like product improvement, cost reduction, product
development or import substitution |
NIL |
| (iii) in case of imported technology (imported during the last three years reckoned
from the beginning of the financial year)- |
NIL |
| (a) the details of technology imported |
NIL |
| (b) the year of import; |
NIL |
| (c) whether the technology been fully absorbed |
NIL |
| (d) if not fully absorbed, areas where absorption has not taken place, and the reasons
thereof |
NIL |
| (iv) the expenditure incurred on Research and Development |
NIL |
(c) Foreign exchange earnings and Outgo: The Company had no foreign exchange earnings
and outgo during the financial year.
27. Human Resources
Your Company treats its "human resources" as one of its most important
assets.
Your Company continuously invest in attraction, retention and development of talent on
an ongoing basis. A number of programs that provide focused people attention are currently
underway. Your Company thrust is on the promotion of talent internally through job
rotation and job enlargement.
28. Directors Responsibility Statement
The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of
Section 134 of the Companies Act, 2013, shall state that—
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the directors had 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 loss of the company for financial year ended March 31, 2022;
(c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act 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; and
(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.
29. Particulars of Loans Given, Investments Made, Guarantees Given and Securities
Provided
The details of loans given, investments made, guarantees given and securities provided
are given in the Notes to the Financial Statements.
30. Corporate Social Responsibility (CSR)
The provisions relating to CSR enumerated under Section 135 of the Companies Act, 2013
are not applicable to your Company during the year under review.
31. Listing with Stock Exchanges:
The Company got listed on 21st October, 2014 on SME Platform of Bombay Stock
Exchange (BSE). The Company confirms that it has paid the Annual Listing Fees for the year
2021-22 to Bombay Stock Exchange (BSE) where the Companys Shares are listed.
32. Risk Management
The Company has formulated a Risk Management Policy. The Company for Risk Management
identifies, evaluates, analyses and prioritizes risks in order to address and minimize
such risks. This facilitates identifying high level risks and implement appropriate
solutions for minimizing the impact of such risks on the business of the Company.
33. Vigil Mechanism / Whistle Blower Policy
The Company has a Vigil Mechanism / Whistle Blower Policy to report to the management
instances of unethical behaviour, actual or suspected, fraud or violation of the companys
code of conduct.
34. Familiarisation Programme
The Company has formulated a Familiarization Programme for Independent Directors with
an aim to familiarize the Independent Directors with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company, etc., to provide them with better understanding of the
business and operations of the Company and so as to enable them to contribute
significantly to the Company.
35. Significant and material orders passed by the regulators
During the period under review, there were no significant and material orders passed by
the regulators/ courts or tribunals that would impact going concern status of the Company
and its future operations.
36. Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. However, the Company has no women employee.
37. Details of Non Compliance by the Listed Company
During the last three years, the company has done the following Non Compliances for
which the penalty to the stock exchange has already been paid. Please note, the non
compliance was not out of any malafide intension.
1. Delay in intimation of Board meeting for declaration of half yearly results in
November, 2020. Apart from the above, there has been no non compliances done by the
company for which any penalties, strictures etc has been levied upon the company.
38. Acknowledgements
The Board records its appreciation of the commitment and support of the Employees at
all levels and the abundant co-operation and assistance received from the Bankers and
valued customers during the year under review and look forward for their total
involvement.
+91-9892691696
