To,
The Members,
SANGHI CORPORATE SERVICES LIMITED
Your Directors are pleased to present the Thirty-one Annual Report together with the
Audited Financial Statements of the Company for the financial year ended 31st
March, 2021.
1. FINANCIAL RESULTS
The Financial Results of the Company for the year ended 31st March, 2020 are as
follows:-
| Particulars |
31st March, 2021 |
31st March, 2020 |
|
(Rs.) |
(Rs.) |
| T urnover |
- |
- |
| Profit /(Loss) After T ax |
(1,52,008) |
(47,64,210) |
| Less/Add: Balance brought forward |
(4,74,19,884) |
(4,26,55,674) |
| Balance carried to the Balance Sheet |
(4,75,69,892) |
(4,74,19,884) |
2. DIVIDEND
In view of the losses, no dividend is recommended for the year under review.
3. OPERATIONS AND FUTURE PROSPECTS
As mentioned under Note No. 15-C-1of Notes on Accounts, your Ccompany is facing
substantial Income Tax Liabilities which are being contested at ITAT level. Management
thought it prudent to undertake fresh substantial business activities once the Income Tax
matter is settled.
4. SUBSIDARIES AND JOINT VENTURES
There are no Subsidiaries and Joint ventures of the Company.
5. REGULARIZATION OF SMT. ARCHANA PHADKE AS DIRECTOR OF THE COMPANY
Smt. Archana Ravindra Phadke was appointed as Additional Director-Independent Director
on 30*^ January, 2021 whose term of office as Additional Director expires at the
conclusion of this Annual General Meeting be and is hereby appointed as Director of the
Company.
6. RESIGNATION FROM DIRECTORSHIP BY SHRI SANJAY SUBHKARN LUHARUKA
Shri Sanjay Subhkaran Luharuka was relieved from his duties in the capacity of Director
of the Company due to his pre occupation elsewhere.
7. SUSPENSION FROM BSE LISTING PORTAL
Trading activities on the BSE Listing Portal were suspended from 1st March,
2020 and the Stock Exchange has informed that delisting shall take place from 1st
September, 2020 but due to pandemic, Stock Exchange could not proceed further.
This is for your information and record.
8. REPORTS ON MANAGEMENT DISCUSSION, ANALYSIS AND CORPORATE GOVERNANCE
As required under the Listing Agreement with Bombay Stock Exchange ("Listing
Agreement"), Management Discussion, Analysis and Corporate Governance Report are
annexed as Annexure I and Annexure II respectively to this Report.
9. CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions of Section 135 of the Companies Act, 2013 ("the Act") read with
the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to
the Company.
10. DIRECTORATE
Pursuant to the provisions of the Act, Shri Ashokkumar Vishambardayal Sanghi retires by
rotation at the ensuing Annual General Meeting, and being eligible, offers himself for
re-appointment. Further, the Company has not appointed any whole-time key managerial
personnel as per the provisions of Section 203 of Companies Act, 2013 during the financial
year under review.
11. EXTRACT OF THE ANNUAL RETURN
Extract of the annual return for the Financial Year ended on 31st March,
2021 as required by Section 92(3) of the Act is annexed as Annexure III to this
report.
12. NUMBER OF BOARD MEETINGS
During the year five Board Meetings were held. The details of the Board meetings are
provided in the Corporate Governance report. The intervening gap between the meetings was
within the period prescribed under Companies Act, 2013.
13. DIRECTORS RESPONSIBILITY STATEMENT
As required under the provisions of Section 134 of the Act, your Directors report 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 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 and loss of the company for that period;
(c) the directors have 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 have prepared the annual accounts on a going concern basis; and
(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.
(f) the directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
14. DECLARATION BY INDEPENDENT DIRECTORS
Smt. Archana Ravindra Phadke is an independent director in terms of Section 149 (6) of
the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.
The Company has received declaration from the Independent Director confirming her
Independence.
15. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The requisite details as required by Section 134 (3)(e), Section 178(3) & (4) and
SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 are annexed as Annexure
IV to this Report.
16. RESERVES AND SURPLUS
In view of heavy losses and non-availability of surplus, no amount has been allocated
to reserves.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT UNDER SECTION 186 OF THE ACT
There were no loans given nor any investments were made by the Company as at 31st
March, 2021.
18. SECRETARIAL AUDIT
Pursuant to Section 204 of the Act, the Secretarial Audit Report for the Financial Year
ended 31st March, 2021 given by Shri R.K. Agrawal & Associates, Practicing
Company Secretary is annexed as Annexure V to the Report.
As regards the observations made in the said Secretarial Audit Report, Directors would
like to explain as below:
i. Regarding non appointment of whole-time key managerial personnel it is hereby
stressed that the Companys financial position do not permit the same as it is virtually
out of business due to prolonged Income tax dispute and contested at ITAT level. As soon
as the same is resolved, Directors would make all out efforts to generate the resources
& bring the Company on its feet and with proper managerial personnel.
ii. Regarding non appointment of Internal Auditor it is hereby clarified that there is
no business in the Company due to ITAT reasons explained earlier. Directors further
confirm that no sooner the business is re-started, necessary requirements will be
fulfilled.
19. RELATED PARTY TRANSACTIONS
All transactions entered with Related Parties for the year under review were on arms
length basis and in the ordinary course of business and as such provisions of Section 188
of the Companies Act, 2013 are not attracted. Thus disclosure in Form AOC-2 is not
required. Further there are no material related party transactions during the year under
review with the Promoters or Directors.
20. STATE OF COMPANYS AFFAIRS
The state of the Companys affairs is given under the heading "Operations and
Future Prospects" and various other headings in the Report and in Management
Discussion and Analysis Report which is annexed to the Directors report.
21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY
No material changes and commitments affecting the financial position of the Company
have occurred between the end of the financial year to which the financial statements
relate and the date of this Directors Report.
22. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE
Additional information on conservation of energy, technology absorption, foreign
exchange earnings and outgo as required, to be disclosed in terms of section 134 of the
Act, read with The Companies (Accounts) Rules, 2014 is annexed as Annexure VI to
this Report.
23. RISK MANAGEMENT POLICY
The Company has a structured risk management policy. The Risk management process is
designed to safeguard the organization from various risks through adequate and timely
actions. It is designed to anticipate, evaluate and mitigate risk in order to minimize its
impact on the business. It is dealt with in greater details in the management discussion
and analysis section.
24. ANNUAL PERFORMANCE EVALUATION
In compliance with the provisions of the Act and SEBI (Listing Obligations and
Disclosure Requirements) Regulation, 2015, the performance evaluation was carried out as
under:
Board:
In accordance with the criteria suggested by the Nomination and Remuneration Committee,
the Board of Directors evaluated the performance of the Board, having regard to various
criteria such as Board composition, Board processes, Board dynamics etc. The Independent
Directors, at their separate meetings, also evaluated the performance of the Board as a
whole based on various criteria. The Board and the Independent Directors were of the
unanimous view that performance of the Board of Directors as a whole was satisfactory.
Committees of the Board:
The performance of the Audit Committee, the Nomination and Remuneration Committee and
the Stakeholders Relationship Committee was evaluated by the Board having regard to
various criteria such as committee composition, committee dynamics, etc. The Board was of
the unanimous view that all the committees were performing their functions satisfactorily
and according to the mandate prescribed by the Board under the regulatory requirements
including the provision of the Act, the Rules framed there under and the Listing
Agreement.
Individual Directors:
a) Independent Directors: In accordance with the criteria suggested by the Nomination
and Remuneration Committee, the performance of the Independent Director was evaluated by
the entire Board of directors (excluding the director being evaluated) on various
parameters like engagement, leadership, analysis, decision making, communication,
governance and interest of stakeholders. The Board is of the unanimous view that the
Independent Director was a reputed professional and brought her rich experience to the
deliberations of the Board.
b) Non-Independent Directors: The performance of each of the non-independent directors
(including the Chairperson) was evaluated by the Independent Directors at their separate
meeting. Further, their performance was also evaluated by the Board of Directors. The
various criteria considered for the purpose of evaluation included leadership, engagement,
transparency, analysis, decision making, functional knowledge, governance and interest of
stakeholders. The Board was of the unanimous view that each of the non- independent
directors was providing good business and people leadership.
25. DEPOSITS
The Company has not accepted or continued any public deposits as contemplated under
Chapter V of the Act.
26. DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND
REMUNARATION OF MANAGERIAL PERSONNEL) RULES, 2014
The requisite details relating to ratio of remuneration etc. as stipulated under the
above Rules are annexed as Annexure VII to this Report.
27. DISCLOSURE UNDER RULE 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION
OF MANAGERIAL PERSONNEL) RULES, 2014
The requisite details relating to the remuneration of the specified employees covered
under the above Rules are annexed as Annexure VIII to this Report.
28. ORDERS BY REGULATORS, COURTS OR TRIBUNALS
No significant and material orders were passed by any regulator or court or tribunal
impacting the going concern status and the Companys operations in future.
29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The existing internal financial controls are commensurate with the nature, size,
complexity and the business processes followed the Company. They have been reviewed and
found generally satisfactory by an independent expert on the following key control
matrices:
1. Entity level controls
2. Financial controls and
3. Operational controls
Which included authority and organization matrix, standard operating procedures, risk
management practices, compliance framework within the organization, ethics and fraud risk
management, management information system, self-assessment of control point, business
continuity and disaster recovery planning, budgeting system, etc.
30. AUDITORS
At the 28th Annual General Meeting held on 22nd September, 2018,
the members approved appointment of M/s A. Sachdev & Co., Chartered Accountants,
Mumbai to hold office from the conclusion of the 28th Annual General Meeting
until the conclusion of the Annual General Meeting to be held in the year 2023, (subject
to ratification of the appointment by the Members, at every Annual General Meeting held
after the 28th Annual General Meeting) on such remuneration as may be fixed by
the Board, apart from reimbursement of out of pocket expenses as may be incurred by them
for the purpose of audit.
31. AUDIT REPORT
The notes to account referred to in Auditors Report are self-explanatory and therefore
do not call for further explanations or comments.
Regarding the observations made in the Auditors Report regarding the non-appointment
of whole-time Company Secretary as per provisions of Section 203 of Companies Act, 2013
and Internal Auditor as per provisions of Section 138 of Companies Act, 2013, the
Directors hereby state that there is no business in the Company due to ITAT reasons
explained earlier. Directors further confirm that no sooner the business is re-started,
necessary requirements will be fulfilled.
32. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
Since there is no employee in the Company the above disclosure stands not applicable.
|
For and on behalf of the Board, |
|
(A.K Sanghi) |
| Place: Mumbai |
Director |
| Date: 04.09.2021 |
DIN: 00002587 |
+91-9892691696
