To the Members,
Your Directors present their 38thAnnual Report together with the Audited
Accounts for the year ended 31st March, 2021.
FINANCIAL RESULTS
(Rs. in Thousands)
|
2020-2021 |
2019-2020 |
|
(12 months) |
(12 months) |
| Total Income |
- |
- |
| Profit/(loss) before Depreciation & Tax |
(225) |
(1,520) |
| Less: Depreciation |
- |
- |
| Less: Exceptional Items |
- |
- |
| Profit/(loss) after depreciation and before tax |
(225) |
(1,520) |
| Current Tax |
- |
- |
| Deferred Tax |
- |
- |
| Tax Profit/(Loss) after |
(225) |
(1,520) |
DIVIDEND
Your Directors regret that due to accumulated losses, no dividend could be recommended
for the year.
RESERVES
Since the company has accumulated losses, no amount has been transferred to Reserves.
REVIEW OF OPERATIONS
The Companys networth continues to be eroding and the alternative plans for revival of
the company have not been found viable despite efforts of the Board of Directors. There
have been no operations in the company for quite some time and the pressure on the company
by the creditors is mounting and the company currently is unable to raise any funds for
meeting these obligations. The Board of directors in its meeting held on 25th
October, 2018 had resolved to file an application to the Adjucating Authority for
initiating Corporate Insolvency Resolution Process (CIRP) under section 10 of the
Insolvency and Bankruptcy Code (IBC), 2016.
Thereafter, in the 36th AGM held on 27th September, 2019 consent
from the shareholders was obtained for moving an application under Section 10 of the IBC
Code, 2016. Accordingly, the company has moved an application in 4th February,
2020 for initiation of CIRP proceedings. The Application has been part heard and the
matter is currently sub-judice.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/S 186
There were no loans or guarantees given or any investments made during the year under
review.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB
SECTION (1) OF SECTION 188
All contracts/arrangements/transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on arms-length
basis. However, during the year, there has been no substituting contract or arrangement
with related parties which warrants disclosure of this particulars u/s. 188 (1).
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO
The Company did not have any major power and fuel consumption during the year under
consideration. No foreign exchange earnings and expenditure were made during the year
under consideration. And hence the company has nothing to report as an annexure required
under rule 8(3) of Companies (Accounts) Rules, 2014.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3)(6) read with Section 134 (5) of the Companies Act, 2013,
the Board of Directors of the Company hereby states and confirms that:-
(i) In the preparation of the Annual Accounts, applicable accounting standards have
been followed along with proper explanation relating to material departures; (ii) The
Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 accounting year and of the
loss of the company for that year;
(iii) The Directors have taken proper and sufficient care 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) The Directors have prepared the Annual Accounts on a going
concern basis.
(v) 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. (vi) The Directors have devised proper system to ensure compliance with the
provision of all applicable loss and that such systems were adequate and operating
effectively.
AUDITORS AND AUDITORS REPORT
In compliance with the Companies (Audit and Auditors) Rules, 2014, M/s. D.K. Upendra
& Co, Chartered Accountants, (FRN No.0068025) as Auditors of the company at the
ensuing Annual General Meeting.
Remarks made by the auditors in their report read with notes to accounts thereon are
self explanatory
MANAGEMENT DISCUSSION & ANALYSIS
The management Discussion and analysis report forms part of the Directors report and is
annexed herewith.
DEPOSITS
The Company has not accepted/renewed any deposits during the year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Ms Vaishali Shetty Oza, Director of the Company retires by rotation and being eligible
offered herself for reappointment.
Consequent to the disposal of the Textile Machinery Manufacturing Division, the Board
is exploring foray in to new business ventures and therefore pending said determination of
the business plan, the company is still in the process of identifying/appointment of Key
Managerial Personnel including Company Secretary and CFO.
However, as an abundant precautionary measure, the company has taken the services of CA
C.R. Murali, as Compliance Officer in terms of the Listing Regulations of The Bombay Stock
Exchange Ltd.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH
HAVE OCCURRED BETWEEN MARCH - DECEMBER - NONE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND
COMPANYS OPERATIONS IN FUTURE.
The Petition moved by the Company under section 10 of the IBC Code, 2016 has been
partly heard by the Honble Bench and the matter subsidized.
DETAILS OF HOLDING/SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY;
The Company also has no subsidiaries/joint venture/associate company. The company is
not subsidiary of any other body corporate. There have been no changes in the status as
above.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names and other particulars of the employees drawing remuneration in
excess of the limits set out in the said rules are required to be provided in the Annual
Report. However there were no employees who were in receipt of remuneration for which
details need to be disclosed.
SHARE CAPITAL:
During the financial year there was no change in the Share Capital of the Company.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 134(3)(a) of the Companies Act, 2013 an extract of the Annual
Return in Form No. MGT – 9 is annexed herewith.
BOARD OF DIRECTORS MEETING:
During the year ended 31st March, 2021, the Company had Five (05) Board Meetings and
the gap between the two meetings of the Board is as per Companies Act, 2013. The following
dates, namely 17th May 2020, 30th May, 2020, 14th August
2020, 14th November, 2020 and 14th February, 2021.
COMMITTEES OF BOARD:
Following are the various Committees formed by Board:
Audit Committee
Nomination & Remuneration Committee
Stakeholder Relationship Committee
The details of the composition of committees, its roles and responsibility along with
number of meetings held are given in the Report of Corporate Governance.
As the Company is loss making Corporate Social Responsibility Committee (CSR) and
policy is not applicable.
REMUNERATION POLICY :
The remuneration policy, takes into account the circumstance of business so as to
attract and retain quality talent and leverage performance significantly.
Remuneration of the Executive Director is determined by the Board, on the
recommendation of the Nomination & Compensation Committee which is subject to the
approval of the shareholders.
Non-Executive Directors are also entitled to sitting fees for attending meetings of the
Board and Committees thereof the quantum of which is determined by the Board. However, No
sitting fees was paid to Non-Executive Directors, for any meeting of the Board, Audit
Committee, Independent Directors Committee, Nomination and Remuneration Committee and the
Stakeholders Relationship Committee
CORPORATE GOVERNANCE CERTIFICATE:
Report on Corporate Governance, as stipulated under Clause 49 of the Listing Agreements
with the Stock Exchanges in India, forms part of the from the Auditor of the AnnualReport.
Certificate
Company M/s. D.K. Upendra & Co, Chartered Accountants confirming compliance
of conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is
annexed to this Report.
PERFORMANCE EVALUATION OF BOARD AND INDEPENDENT DIRECTORS:
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, the Board has carried out the annual performance evaluation. The Board has
evaluated performance of all the Directors and expressed its satisfaction. Evaluation
procedure covered Boards functioning such as adequacy of the size and Composition of the
Board and its Committees to ensure diversity and adequate skills in the best interest of
the Company as a whole.
FAMILIARIZATION PROGRAMME FOR DIRECTORS
A well informed familiarized Board member can contribute significantly to effectively
discharge its role of trusteeship in a manner that fulfils stakeholders aspirations and
societal expectations. In pursuit of this, the Directors are updated on a continuing basis
on changes / developments in the domestic / global corporate and industry scenario
including those pertaining to statutes / legislations and economic environment, to enable
them to take well informed and timely decisions.
RISK MANAGEMENT
The Company has formulated the Companys Risk Management Policy, identifying the
elements of risk that the Company may face, such as strategic, financial,credit, market,
liquidity, security, property, legal, regulatory and other risks, pursuant to the
provisions of Section 134 (3)(n) which has been exhibited in the Companys Website.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate and effective internal financial control system
commensurate with its size and operations.
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director under
Section 149(7) of the Act that they meet with the criteria of their independence laid down
in Section 149(6).
SECRETARIAL AUDIT REPORT
The Board has appointed Mr Bhushan Gharpure, Company Secretary in Practice (COP
No.9827) to conduct Secretarial Audit for the financial year 2020-21. The Secretarial
Audit Report for the financial year ended 31.3.2021 is annexed to this report. The remarks
and the observations pointed out by the Secretarial Audit Report are self-explanatory.
DISCLOSURES:
i. Whistleblower Policy
The Company has a Whistleblower Policy to report genuine concerns and grievances. The
same is explained in the Corporate Governance Report. The practice of the Whistle blower
Policy is overseen by the Audit Committee of the Board and no employee has been denied
access to the Committee.
ii DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION,PROHIBITION
AND REDRESSAL) ACT, 2013:
Your Company strongly believes in providing a safe and harassment free workplace for
each and every individual working for the Company through various interventions and
practices. It is the continuous endeavour of the Management of the Company to create and
provide an environment to all its employees that is free from discrimination and
harassment including sexual harassment. The Company 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 there under for prevention and redressal of complaints of sexual
harassment at workplace. During the year ended 31st March 2021, no complaints pertaining
to sexual harassment was received by the Company.
iii. Statement pursuant to Rule 5 (2) & (3) of Companies (Appointment and
Remuneration of Managerial Personnel,) 2014.
There are no particulars to be disclosed pursuant to Rule 5(2) & (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) 2014.
Similarly, there are no details required to be disclosed pursuant to provisions of
Section 197 (12) read with Rule 5(1) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014 as well as Schedule V part II Section II(A) of the
Companies Act, 2013.
Corporate Social Responsible Committee
The requirement pursuant to Section 135(1) of the Act for constituting Corporate Social
Responsible Committee is not applicable to the company.
Listing with Stock Exchanges
The Company confirms that it has not paid the Annual Listing Fee for the year 2019-20
& 2020-21 to Bombay Stock Exchange Ltd, with whom the equity shares of the company
have been listed.
Covid – 19
The Company has also been a victim of Covid-19 crisis. Post lock down, attention has
shifted on revival/commencement of Insolvency Resolution Process initiated earlier by the
Company.
ACKNOWLEDGEMENT
The Board takes this opportunity to thank and acknowledge with gratitude the
co-operation and assistance received from various Government Authorities, Professionals
and other Agencies during the accounting period under reference. The Directors also wish
to place their deep appreciation to the continued trust and confidence reposed by the
Shareholders of the Company. On behalf of the Board
SM ENERGY TEKNIK & ELECTRONICS LTD
| VAISHALI SHETTY OZA |
ATUL B OZA |
| CHAIRPERSON |
DIRECTOR |
| DIN:00228554 |
DIN NO: 00112033 |
| Place: Mumbai |
|
| Date: 27th May, 2021 |
|
+91-9892691696
