The Members,
Sindu Valley Technologies Limited,
Your Directors have pleasure in presenting the 44th Annual Report on the
business and operations of the Company and the accounts for the financial year ended on 31st
March, 2021.
1. Financial Results:
| Particulars |
31.03.2021 |
31.03.2020 |
| Turnover |
0 |
6,31,820 |
| Other Income |
0 |
1,580 |
| Total Revenue |
0 |
6,33,400 |
| Less: Total Expenditure |
11,85,952 |
6,22,525 |
Profit/loss before exceptional items, Extra-ordinary item and tax |
(11,85,952) |
10,875 |
| Exceptional items |
0 |
0 |
| Profit / (loss) before tax |
(11,85,952) |
10,875 |
| Less: Provision for tax/deferred tax |
0 |
2,830 |
| Net Profit after tax |
(11,85,952) |
8,045 |
2. Share Capital:
The Authorized Share Capital of the Company is divided into 12,00,000 Equity Shares of
Rs.10/-each, aggregating to Rs. 1,20,00,000 (Rupees One Crore Twenty Lakhs only).
The Issued, Subscribed and Paid-up Capital is Rs. 70,00,000 (Seventy Lakhs only)
divided into 7,00,000 Equity shares of Rs. 10/- each as on 31st March, 2021. There are no
changes in share capital during the financial year.
3. Reserves:
The Company has not transferred any amount to Reserve & Surplus in financial year
2020 - 2021.
4. Dividend:
With the view to conserve resources, the Board has not recommended any dividend for the
year under review.
5. Operations:
On account of lockdown in the country and worldwide due to the prevailing COVID-19
pandemic your company could not generate any sales revenue for the financial year under
review. However, you company is hopeful for a positive outlook for the F.Y. 2021-22.
6. Share Purchase agreement entered into by the Company:
Bhadra Paper Mills Limited ("the Acquirer") had entered into a Share Purchase
Agreement ("SPA") on December 01, 2020 with the below listed shareholders
("the sellers") of the Company:
| Anand Raj Jain |
44,000 |
6.29% |
| Renu Anandraj Jain |
2,91,700 |
41.67% |
| Sneha Upendra Shukla |
3,500 |
0.50% |
| Sunila Upendra Shukla |
20,410 |
2.92% |
| Upendra Chandrashankar |
1,55,250 |
22.18% |
| Shukla |
|
|
| Total |
5,14,860 |
73.55% |
All the sellers were part of the Promoter group. The acquisition was for a total of
5,14,860 (Five Lakh Fourteen Thousand Eight Hundred and Sixty only) Equity Shares of the
Company of face value of Rs. 10/- each of your company ("the target Company")
representing 73.55% of the paid-up capital of your company.
The purchase was through off-market purchase at a total consideration of Rs.
1,10,00,000/- (Rs. 21.37/- per Equity Share).
The Company has complied with all the necessary compliances of the SEBI (Substantial
Acquisition And Takeover) Regulations, 2011.
7. Material changes occurred between the end of the Financial Year to which the
financial statements relate and the date of the Report:
There are not material changes occurred between the end of the financial year to which
the financial statements relate and the date of the Report.
8. Board of Directors and Composition:
The Board of Directors comprise of eminent, experienced and reputed Individuals. With a
view to conserve the resources during the year, no remuneration was paid by the Company to
any of the Directors.
There was no changes in the composition of the Board of Directors of the Company,
during financial year 2020 2021. However, following changes undertook in the Board of
Directors & Key Managerial Personnel of the Company after the closure of the financial
year and up to the date of signing of the
Directors report.
The current compositions of the Board of Directors of the Company are as follows:
Sr. Name of the Personnel No. |
Designation |
Appointment / Cessation |
Date of Appointment / Cessation |
| 1. Mr. Lakshman Madesh |
Managing |
Appointment |
August 30, 2021 |
|
Director |
|
|
| 2. Mr. Abhilash Padmanabh |
Additional |
Appointment |
August 30, 2021 |
| Kamti |
Independent |
|
|
|
Director |
|
|
| 3. Mr. Doraswamy Prasad |
Additional |
Appointment |
August 30, 2021 |
|
Independent |
|
|
|
Director |
|
|
| 4. Mrs. Sharitha Madesh |
Additional |
Appointment |
August 30, 2021 |
|
Women |
|
|
|
Director |
|
|
| 5. Ms. Sunila Upendra Shukla |
Director |
Cessation |
August 31, 2021 |
| 6. Mr. Upendra |
Director |
Cessation |
August 31, 2021 |
| Chandrashankar Shukla |
|
|
|
| 7. Mr. Raghu Bholumba |
Director |
Cessation |
August 31, 2021 |
| Poojary |
|
|
|
| 8. Ms. Kajal Ashok Jain |
Director |
Cessation |
August 31, 2021 |
Details of the Key Managerial Personnel of the Company are as below:
| Name |
Designation |
| Mr. Gautamchand Tejraj Jain |
Chief Financial Officer |
| Ms. Sneha Upendra Shukla |
Chief Executive Officer |
|
(Ceased w.e.f. August 31, 2021) |
| Ms. Muskan Omprakash Khandal |
Company Secretary |
|
(Appointed w.e.f. June 30th, 2020) |
During the period under review CS Muskan Omprakash Khandal, has been appointed as the
Company Secretary of the Company with effect from 30th June, 2020.
9. Meetings of Board of Directors:
The Board has met 05 (five) times during the financial year 2020-21 on 30th
June, 2020, 15th July, 2020, 15th September, 2020, 11th November, 2020 and 13th February,
2021. Details of attendance and other details of Board Meeting are:
Sr. No. |
Date of Board Meeting |
Board Strength |
No. of Directors Present |
| 1. |
30th June, 2020 |
4 |
4 |
| 2. |
15th July, 2020 |
4 |
4 |
| 3. |
15th September, 2020 |
4 |
4 |
| 4. |
11th November, 2020 |
4 |
4 |
| 5. |
13th February, 2021 |
4 |
4 |
10. Composition of Mandatory Committee:
Details of the Mandatory Committees & its Meeting details as required to be formed
by the Company forms part of Annexure I of the Annual Report.
The details of NRC Policy forms part of the Annual Report as Annexure - IA.
11. Independent Directors:
The Company has 02 (two) Independent Directors as on date. The Company has received
declaration from all the Independent Directors of the Company under Section 149(7) the
Companies Act, 2013 and the SEBI (LODR) Regulation, 2015. The Independent Directors met
twice during the period under review. The date of the Independent Directors Meeting are as
below:
| Sr. No. |
Date of Board Meeting |
Committee Strength |
No. of Members Present |
| 1. |
15th September, 2020 |
02 |
02 |
| 2. |
13th February, 2021 |
02 |
02 |
12. Public Deposits:
The Company has not accepted any deposits within the meaning of Section 73 & 74 and
hence no disclosure is required in this respect of the Companies Act, 2013 and the
Companies (Acceptance of Deposits) Rules, 2014.
13. Listing of Companys Shares:
Your Companys Equity Shares continue to be listed on the Bombay Stock Exchange, Mumbai
in the Indo Next(S) Group. The Annual Listing Fee for the year 2020-21 has been paid to
the BSE Limited, Mumbai.
14. Directors Responsibility Statement:
In terms of Section 134 (5) of the Companies Act, 2013, the Board of Directors of the
Company hereby state & confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards had
been followed and that no material departures have been made from the same; (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 profit
and loss of the company for that period; (c) The directors had 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; (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, have devised proper system to ensure compliance
with the provisions of all applicable laws and that such systems were adequate and
operating effectively.
15. Board Evaluation:
The Board of Directors have carried out an annual evaluation of its own performance,
Board committees and individual Directors pursuant to the provisions of the Act and the
Corporate Governance requirements as prescribed by SEBI (Listing Obligations and
Disclosure Requirements), Regulations, 2015.
The performance of the Board and Committees was evaluated by the Board after seeking
inputs from all the Directors on the basis of the criteria such as the Board composition
and structure, effectiveness of Board processes, information and functioning, etc.
The Board and the nomination and remuneration committee reviewed the performance of the
individual Directors. On the basis of the criteria such as the contribution of the
individual Director to the Board and committee meetings, preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in meetings, etc. In
addition, the Chairman was also evaluated on the key aspects of his role.
The Board of Directors of the Company believe that the Independent Directors of the
Company carry their duties with integrity and expertise and have required experience to
work towards the vision of the Company.
In a separate meeting of Independent Directors, performance of non-independent
Directors, performance of the Board as a whole and performance of the Chairman was
evaluated, taking into account the views of executive Directors and non-executive
Directors. The same was discussed in the Board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its committees and
individual Directors was also discussed. Performance evaluation of
Independent Directors was done by the entire Board, excluding the Independent Director
being evaluated.
16. Auditors:
M/s. R Soni & Company, (Firm Registration No. 130349W) Chartered Accountants, were
appointed in the Annual General Meeting (AGM) by the Shareholders of the Company on 30th
September, 2019 as the Statutory Auditors of the Company for a period of five years i.e.,
till the conclusion of the AGM to be held in the year 2024 (i.e., from 01-04-2019 to
31-03-2024) on such a remuneration as may be fixed by the Board of Directors from time to
time.
However, M/s. R Soni & Company, Chartered Accountants have resigned as the
Statutory Auditors of the Company w.e.f. August 31st, 2021. The Company had
received a notice for appointment of M/s. P. Chandrasekar LLP, Chartered Accountants,
Bengaluru (Firm Registration No.: S200066) as the Statutory Auditor of the Company.
The Board of Directors in their Meeting held on August 31st, 2021 had
appointed M/s. P. Chandrasekar LLP, Chartered Accountants, Bengaluru (Firm Registration
No.: S200066) as the Statutory Auditor of the Company for casual vacancy created by the
resignation of M/s. R. Soni & Company, Chartered Accountants up till the conclusion of
the 44th Annual General Meeting of the Company to be held on 30th
September, 2021.
Further, your Directors have recommended the appointment of M/s. P. Chandrasekar LLP,
Chartered Accountants, Bengaluru (Firm Registration No.: S200066) as the Statutory Auditor
of the Company for a period of 5 years commencing from the F.Y. 2021-22 till F.Y. 2025-26.
17. Accounting Standards and Accounting Policies:
The financial statements of the Company are prepared in accordance with the accounting
standards issued by the Institute of Chartered Accountants of India, which forms part of
the Annual Report. Indian Accounting Standards (Ind AS). The financial statements
(Separate financial statements) have been prepared on accrual basis in accordance with
Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting
Standards) Rules, 2015 and the provisions of the Companies Act, 2013.
For all periods up to and including the Year ended 31st March, 2021, the
Company has prepared its Financial Statements in accordance with Accounting Standards
notified under Section 133 of the Companies Act, 2013, read together with paragraph 7 of
the Companies (Accounts) Rules, 2014 (previous GAAP).
18. Auditors Report:
The Observation, comments & remarks referred to in the Auditors report are
self-explanatory and do not require any further comments.
19. Secretarial Auditors:
Pursuant to Section 204 of the Companies Act, 2013 and Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. TP &
Associates, Practicing Company Secretaries, Durgapur, West Bengal to undertake the
Secretarial Audit for the Financial Year 2020-21. The Secretarial Audit Report is annexed
as Annexure-II to this report.
The Secretarial Auditors of the Company have put in the below comments along with the
Management replies:
| Observations of the Secretarial Auditor of the |
Replies of the Management |
| Company |
|
Pursuant to Regulation 46 of SEBI (LODR) Regulation, 2021, the Company
does not maintain any functional website; |
The Company is in the process of forming its functional and active
website. However, up till then the Annual Report of the Company for the F.Y. 2020-21 is
available on the website of its holding company http://bhadrapapers.com/ |
Mr. Raghu Bholumba Poojary, Independent Director of the Company having
DIN: 01206949 has been disqualified due to Non- filing of DIR-3 KYC |
Mr. Raghu Poojary, has ceased to be an Independent Director of the
Company w.e.f. 31st August, 2021 |
20. Corporate Governance:
As per Reg. 15(2) of the SEBI (LODR), 2015 the provisions of Regulations 17, 39 (17A,)
18, 19, 20, 21, 22, 23, 24, [24A] 25, 26, 27 and clauses (b) to (i) [and (t)] of
sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply
since the listed entity is having paid up equity share capital not exceeding rupees ten
crore and net worth not exceeding rupees twenty five crore, as on the last day of the
previous financial year. Hence, the said above regulations are not applicable to your
Company.
21. Internal Financial Control Systems and their adequacy:
The management continuously reviews the internal control systems and procedures for the
efficient conduct of the Companys business. The Company adheres to the prescribed
guidelines with respect to the transactions, financial reporting and ensures that all its
assets are safeguarded and protected against losses. The Audit Committee actively reviews
internal audit reports and effectiveness of internal control systems.
Internal Control Systems are implemented to safeguard the Companys assets from loss or
damage, to keep constant check on the cost structure, to prevent revenue leakages, to
provide adequate financial and accounting controls and implement accounting standards.
22. Management Discussion and Analysis Report:
In accordance with the Listing Regulations, the Management Discussion and Analysis
Report is attached as Annexure III and forms part of this report.
23. Related Party Disclosures:
All related party transactions that were entered into during the financial year were on
arms length basis and were in the ordinary course of the business. The details of the
transactions are elaborated in Form AOC-2 which is an annexed to this report Annexure-IV.
24. Conservation of energy, technology absorption and foreign exchange earnings:
Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of
Companies (Accounts) Rules, 2014 forming part of Directors Report for the year ending
March 31, 2021 is as follows:
(a) Conservation of energy & Technological absorption:
Your company consumes minimum energy and strives to reduce energy consumption. Your
company is conscious about its responsibility to conserve energy, power and other energy
sources wherever possible. We emphasis towards a safe and clean environment and continue
to adhere to all regulatory requirements and guidelines.
(b) Foreign Exchange Earnings and Outgo:
The Foreign Exchange earned in terms of actual inflows during the year and the Foreign
Exchange outgo during the year in terms of actual outflows.
Foreign Exchange Earning: Rs. NIL Foreign Exchange Outflow: Rs. NIL
25. Code of Conduct:
The Board of Directors had approved a Code of Conduct which is applicable to the
Members of the Board and all 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 Members of the Board and the Senior Managerial Personnel in their business
dealings, at workplace, in dealing with various stakeholders etc.
All the Board Members and Senior Managerial Personnel periodically affirm and confirm
compliance to the Code of Conduct.
26. Risk Management Policy:
As per Reg. 15(2) of the SEBI (LODR), 2015 the provisions of Regulations 17, 39 (17A,)
18, 19, 20, 21, 22, 23, 24, [24A] 25, 26, 27 and clauses (b) to (i) [and (t)] of
sub-regulation (2) of regulation 46 and para C, D and E of Schedule V shall not apply
since the listed entity is having paid up equity share capital not exceeding rupees ten
crore and net worth not exceeding rupees twenty five crore, as on the last day of the
previous financial year. Hence, the said above regulations are not applicable to your
Company.
27. Details pertaining to the Remuneration as required under Section 197(12) of the
Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
The details pertaining to the Remuneration as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 forms part of Annexure V of the Annual Report.
28. Vigil Mechanism for Directors and Employees:
The Company has a vigil mechanism policy to deal with instances of fraud and
mismanagement. The whistle blower policy is adopted by the Board of Directors
29. Particulars of Loans, Guarantees or Investments u/s 186:
The Company has not given loans or guarantees covered under the provisions of and
within limits of section 186 of the Companies Act, 2013. The Investments made by the
Company is given in the Financial Statements attached to this Report.
30. Prevention of Insider Trading:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits
the purchase or sale of Companys shares by the Directors and the designated employees
while in possession of unpublished price sensitive information in relation to the Company
and during the period when the Trading window is closed. The Board is responsible for
implementation of the Code. All the Directors and Designated employees have confirmed
compliance with the Code of Conduct.
31. Disclosure under the Prevention of Sexual Harassment of Women at Workplace
(Prevention,
Prohibition and Redressal), Act 2013:
The Company has believed in providing a safe and harassment free environment at work
place for each and every employee of the Company. The Company always endeavors to create
and provide an environment that is free from discrimination and harassment including
sexual harassment. Proper care is being taken by the Company in order to provide a safe
and harassment free work place. No
Complaints have been received during the financial year under review. The Company does
not have any women employees and hence, the provisions of the Prevention of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal), Act 2013 are not
applicable.
32. Particulars of Employees:
No Employee of the Company draws a salary exceeding Rupees One Crore and Two Lakh per
annum or Rs. 8,50,000 (Rupees Eight Lakhs and Fifty thousand) per month during the
financial year.
33. Employee Relations:
Relations with the employees remained cordial. The Directors wish to place on record
their appreciation for their cooperation received from the employees at all levels.
34. Extract of Annual Return:
The extract of Annual Return of the Company is available on the website of the Holding
Company on http://bhadrapapers.com/
35. Penalties:
The Company after the closure of the financial year and up to the date of this report
has paid below penalties:
(a) Under Regulation 29(2) & Regulation 29(3) of the SEBI (LODR) Regulations, 2015
for the Meeting held on June 30, 2021 for quarter and year ended financials for 31st
March, 2021. The penalty paid by the Company was Rs. 11,800/-
36. Other Disclosures:
(a) The Company is not required to maintain any cost records for any products u/s 148
of the Companies Act, 2013. (b) The Board u/s 118 (10) of Companies Act, 2013 has ensured
due compliance of provision of Secretarial Standards I and II issued by Institute of
Company Secretaries, India (ICSI). (c) As the Company does not meet criteria specified
under Section 135 of the Companies Act, 2013, the provisions of Corporate Social
Responsibility are not applicable and hence no separate annexures or details are given for
the same in this Report. (d) There are no frauds reported u/s 143 (12) of the Companies
Act, 2013, by the Statutory Auditors or Secretarial Auditors of the Company. (e) There are
no holding, subsidiaries or associate companies of your Company. Hence, no separate
disclosure is provided in this regard. (f) There are no disclosures required to be given
under equity shares with different right, ESOP or Sweat equity as company has not used any
such securities. (g) The Nomination & Remuneration policy of the company is annexed
herewith in the Annual
37. Acknowledgements:
The Board expresses its gratitude and appreciates the assistance and co-operation
received from the Creditors, Banks, Government Authorities, Customers and Shareholders
during the year under review.
+91-9892691696
