To
The Members,
Your Directors have pleasure in presenting the 36th Annual Report along with
the Audited Financial statements of the Company for the financial year ended 31st
March, 2020.
1. FINANCIAL RESULTS / STATE OF COMPANYS AFFAIRS:
The summarized standalone results of your Company are given in the table below:
(Amount in Rupees)
| Particulars |
Financial Year Ended |
|
31/03/2020 |
31/03/2019 |
| Net Sales / Income from Business Operations |
47,01,487 |
76,74,206 |
| Other Income |
- |
- |
| ,Total Income |
47,01,487 |
76,74,206 |
| Profit/(loss) before Depreciation & Tax |
(1,34,379) |
14,10,187 |
| Less: Depreciation |
2,033 |
3,321 |
| Less: Provision for Income Tax (including for earlier years) |
2,39,413 |
3,66,010 |
| Less: Provision for Deferred Tax |
(207) |
(623) |
| Net Profit/(Loss) After Tax |
(3,75,618) |
10,41,479 |
| Add: Profit/(Loss) brought forward from previous year |
1,36,90,716 |
1,26,49,237 |
| Less: Dividend Distribution (including Interim) |
- |
- |
| Less: Amount Transferred to General Reserve |
- |
- |
| Profit/(Loss) carried to Balance Sheet |
1,33,15,098 |
1,36,90,716 |
| Earning per share (Basic & Diluted) |
0.00 |
0.00 |
*Previous years Figures have been regrouped / rearranged wherever necessary
2. Business performance
The Company does not have divisions therefore division wise working details are not
applicable. Total revenue from operations of the Company was Rs. 47.01 lacs for the year
ended 31st March, 2020 as against Rs. 76.74 Lacs for the year ended 31st
March, 2019. During the financial year 2019-20, the Company incurred net loss of Rs. 3.75
Lacs as compared to Profit of Rs. 10.41 Lacs in previous year
3. Share capital
The paid up equity capital as on March 31, 2020 is Rs. 15.24,50,000/- divided into
15.24,50,000 equity shares of Re. 1/- each. During the year under review, the Company has
not issued bonus shares nor issued shares with differential voting rights nor granted
stock options nor sweat equity and nor buy back its own securities.
4. Dividend:
Your Directors do not recommend any dividend for the equity shareholders for the
financial year 2019-20.
5. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Out-Go:
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 equipment; Nil
Note: - The Company does not have any manufacturing activities which require heavy
consumption of energy. The company uses latest technology low energy consumption products
in its office.
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 and (iv) The expenditure incurred on Research and Development.
Nil
Note: - In respect of the Nature of the Business of the company there was no
requirement of any technology.
C) 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. -No Foreign Exchange is earned
or spent by the company during the year under review.
6. Directors and Key Managerial Personnel
A) Changes in Directors and Key Managerial Personnel: i) As per the provisions of
Section 149 and 152 of the Companies Act, the shareholders at their Annual General Meeting
held on 29th September, 2018 (Last years AGM) had approved the re-appointment
of all existing Independent Directors of the Company for tenure of up to five consecutive
years. None of the Independent Directors are liable to retire by rotation.
ii) In accordance with section 149(7) of the Companies Act, 2013, each Independent
Director has confirmed to the Company that he or she meets the criteria of independence
laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
B) Declaration by Independent Director(s) and reappointment, if any
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation
16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
7. Directors Responsibility Statement:
Based on the framework of internal financial controls and compliance systems
established and maintained by the Company, work performed by the Internal, Statutory, Cost
and Secretarial Auditors and external consultant(s) including audit of internal financial
controls over financial reporting by the statutory auditors, reviews performed by the
management and the relevant Board Committees, including the Audit Committee, the Board is
of the opinion that the Companys internal financial controls were adequate and effective
during the financial year 2019-20.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, Board of Directors,
to the best of its knowledge and ability, confirm that:
i) In the preparation of the annual accounts, the applicable accounting standards have
been followed. 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
financial year 2019-20 and of the profit or loss of the Company for the year under review.
iii) 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. 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
had devised proper system to ensure compliance with the provisions of all applicable laws
and that such system was adequate and operating effectively.
8. Meetings:
The Board of Directors meet five times during the year. Details of Board meetings are
laid out in Corporate Governance Report, which forms a part of Annual Report.
9. Particulars of Loans, Guarantees or Investments:
The Company has not given any loans or guarantees covered under the provisions of
section 186 of the Companies Act, 2013 during the Financial Year 2019-20.
10. Contracts and Arrangements with Related Parties:
All contracts/arrangements/transactions entered by the Company during the financial
year with related parties were in the ordinary course of business and on an arms length
basis and are reviewed by the Audit Committee of the Board. During the year the Company
has not entered into any contract/arrangement/transaction with related parties which could
be considered material in accordance with the policy of the Company on materiality of
related party transactions. A Policy on related party transactions and dealing with
related parties as approved by the Board has been posted on the Companys website
www.vishvajoytitrading.com as "Annexure A."
11. Extract of Annual Return:
The extract of Annual Return as provided under section 92(3) of the Companies Act, 2013
in the prescribed Form MGT 9 forms part of this Annual Report and is annexed herewith and
marked as "Annexure B".
12. Nomination and Remuneration Committee:
The composition and terms of reference of the Nomination and Remuneration Committee has
been furnished in the Corporate Governance Report forming a part of this Annual Report.
13. Risk Policy:
Business risk evaluation and management is an ongoing process within the Company as per
the risk management policy established by the board. The Company understands that risk
evaluation and risk mitigation is a function of the Board of the Company and the Board of
Directors is fully committed to developing a sound system for identification and
mitigation of applicable risks viz., systemic and non-systemic. The Board of Directors has
approved a Risk Management Policy as per which the Company is in the process of
identifying critical risks of various departments within the Company. Once identified, a
sound mitigation system will be put in place. Further the Board is of the opinion that at
present there are no material risks that may threaten the functioning of the Company.
The Company has a Risk Management framework in place to identify, assess, monitor and
mitigate various risks to the business. This framework seeks to minimize adverse impact on
the business objectives and enhance the Companys competitive advantage. The framework
also defines the risk management approach across the enterprise at various levels. Risk
Management forms an integral part of the Companys planning process. Risk Management
Committee of the Board reviews the process of risk management. The details of the
Committee and its terms of reference are set out in the Corporate Governance Report
forming part of the Boards Report
14. Corporate Social Responsibility Initiatives:
The provisions of section 135 about constitution of Corporate Social Responsibility
Committee are not applicable to the Company. Hence, the company has not formed the same.
15. Change in the Nature of Business, if Any:
During the year, there was no change in the nature of business of the Company or any of
its subsidiaries.
16. Details of Subsidiary/Joint Ventures/Associate Companies:
The company does not have any subsidiary companies or joint venture companies or
associate companies during the year under review. Also, there was no company which have
become or ceased to become the subsidiaries/joint ventures/associate company (ies) during
the year.
17. Deposits:
Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
18. Significant and Material Orders Passed by the Regulators or Courts or Tribunals:
During the financial year under review there were no significant and / or material
orders, passed by the Regulatory/ Statutory Authorities or the Courts, which would impact
the going concern status and its future operations.
19. Internal Control Systems and their Adequacy:
The Company has an Internal Control System, commensurate with the size, scale and
complexity of its operations. The scope and authority of the Internal Audit function is
defined in the Internal Audit Manual. To maintain its objectivity and independence, the
Internal Audit function reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company. Based on the report of internal
audit function, process owners undertake corrective action in their respective areas and
thereby strengthen the controls. Significant audit observations and recommendations along
with corrective actions thereon are presented to the Audit Committee of the Board.
20. Particulars of Employees and related disclosures:
Details of Managerial Remuneration required pursuant to Section 197 and Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as
Annexure-C.
21. Corporate Governance:
As per Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, a separate section on corporate governance,
together with a certificate from the Companys Secretarial Auditors, forms part of this
report. The company believes in and practices good corporate governance. The Company
maintains transparency and also enhances corporate accountability. The following forms
part of this Annual Report:
i. Declaration regarding compliance of Code of Conduct by Board Members and
Senior Management Personnel; ii. Management Discussion and Analysis; iii. Report on the
Corporate Governance; and iv. Auditors Certificate regarding compliance of conditions of
Corporate Governance
22. Audit Committee:
The Audit Committee comprises of Mr. Antrikash Bharatwaj, who serves as the Chairman of
the Committee (Upto 21.02.2020) and Mr. Kishor Gopal Patil (from 22.02.2020 till date) and
Mr. Suresh Jain, r. Kishor Gopal Patil and Mr. Faiz Mohmmad Vasim Kasmi (Since 22.02.2020)
as other members. The terms of reference of the Audit Committee has been furnished in the
Corporate Governance Report forming a part of this Annual Report. All the recommendations
made by the Audit Committee during the year were accepted by the Board.
23. Stakeholders Relationship Committee:
The composition and terms of reference of the Stakeholders Relationship Committee has
been furnished in the Corporate Governance Report forming a part of this Annual Report.
24. Remuneration Policy:
The Board has, on the recommendation of the Nomination and Remuneration Committee
adopted the Remuneration Policy, which inter-alia includes policy for selection and
appointment of Directors, Key Managerial Personnel, Senior Management Personnel and their
remuneration. The Remuneration Policy is stated in the Corporate Governance Report.
25. Familiarisation Programme For Board Members:
The Company is required to conduct the Familiarization Programme for Independent
Directors (IDs), to familiarize them about the Company and their roles, rights,
responsibilities in the Company. The Familiarization Programme is stated in the Corporate
Governance Report forming part of this Annual Report. The details of such Familiarization
Programme for directors may be referred to, at the website of the Company at
www.vishvjoytitrading.com
26. Board Evaluation:
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, your Company has adopted the
Remuneration Policy with comprehensive procedure on performance evaluation. Chairman of
the Nomination and Remuneration Committee, who is an Independent Director of the Board,
conducted a one-to-one session with each Director to understand their points of view on
the parameters for performance evaluation.
A structured questionnaire was prepared after taking into consideration inputs received
from the Directors, covering various aspects of the Boards functioning such as adequacy
of the composition of the Board and its Committees, Board culture, execution and
performance of specific duties, obligations, ethics and compliances, financial reporting
process and monitoring activities.
Performance parameters for the Board as a collective body, included parameters like
qualification and diversity of Board members, method and criteria for selection of
independent directors to ensure independence, availability, appropriateness, clarity of
understanding on risk scenarios faced by the Company, existence, sufficiency and
appropriateness of policy on dealing with potential conflicts of interest, involvement of
Board members in long –term strategic planning etc.
Based on these criteria, the performance of the Board, various Board Committees,
Chairman and Individual Directors (including Independent Directors) was found to be
satisfactory.
Independent Directors have conducted its meeting without the participation of other
Non-Independent Directors and members of management and reviewed the performance of Board,
its Committee, Chairman and Individual Directors. On the basis of the review by the
Independent Directors, they hold unanimous opinion that the Non-Independent Directors,
including the Chairman to the Board have abundant knowledge in their respective fields and
are experts in their areas.
27. Auditors:
M/s. Rishi Sekhri & Associates. (Firm Registration No. 128216W), Chartered
Accountants, Statutory Auditors of the Company retire at the ensuing Annual General
Meeting and being eligible, offer themselves for re-appointment. They have furnished a
Certificate to the effect that their appointment will be in accordance with the limits
specified in Section 139 read with Section 141 of the Companies Act, 2013. You are
requested to consider their appointment.
There is no audit qualification for the year under review
28. Statutory Auditors Observations:
The notes on financial statements referred to in the Auditors Report are
self-explanatory and do not call for any further comments. The Auditors Report does not
contain any qualification, reservation or adverse remark.
29. Secretarial Audit:
Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 Bhumika Chimman Shah,
Practicing Company Secretary was appointed to conduct the Secretarial Audit of the Company
for the financial year ended March 31, 2020. The Secretarial Audit Report is annexed
herewith as "Annexure D"
30. Boards Response on Auditors Qualification, Reservation or Adverse
Remark or disclaimer Made:
There are no qualifications, reservations or adverse remarks made by the Statutory
Auditors in their report or by the Company Secretary in Practice in the Secretarial Audit
Report.
31. Vigil Mechanism/ Whistle Blower Policy:
The Company has a vigil mechanism named ‘JCL in terms of Section 177 of the
Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 to deal with instance of fraud and mismanagement, if any, and to report
concerns about unethical behavior, wrongful conduct and violation of the Companys code of
conduct or ethics policy. The details of the said policy are explained in the Corporate
Governance Report and also posted on the website of the Company i.e.
www.vishvajoytitrading.com
32. Disclosures Under Sexual Harassment of Women at workplace (Prevention, Prohibition
& Redressal) Act, 2013:
The Company is committed to provide a safe & conducive work environment to its
employees and has formulated ‘Policy for Prevention of Sexual Harassment to
prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the
procedure for the redressal of complaints pertaining to sexual harassment, thereby
providing a safe and healthy work environment. During the year under review, no case of
sexual harassment was reported.
33. 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 Company 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 Board Directors and the designated employees have confirmed compliance with the
Code.
34. Appreciations:
Your Company and its Directors wish to extend their sincerest thanks to the Members of
the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives,
Staff and workers at all levels for their continuous co-operation and assistance.
|
By order of the Board |
|
Sd/- |
|
Kishor Gopal Patil |
|
Din No. : 05121017 |
| Mumbai the 2nd day of December 2020 |
Director |
+91-9892691696
