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Vishvjyoti Trading Ltd Directors Report

16.35
(-4.94%)
Jan 6, 2015|12:00:00 AM

Vishvjyoti Trading Ltd Share Price directors Report

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

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