Dear Members,
Your directors herewith present 37th Annual Report together with the Audited
Financial Statements for the Financial Year ended on 31st March, 2022.
SUMMARY OF FINANCIAL RESULTS:
During the year under review, the Company has shown notable performance. The extracts
of financial results for 2021- 2022 are as under:
(INR in Rs.)
| Particulars |
Current Year 2021-22 Rs. |
Previous Year 2020-21 Rs. |
| Net Income from Business Operations |
11,16,66,967 |
3,42,30,781 |
| Other Income |
4,25,719 |
3,00,000 |
| Total Income |
11,20,92,686 |
3,45,30,781 |
| Profit / (loss) before depreciation & tax |
(2,41,184) |
1,08,052 |
| Less Depreciation |
(16,769) |
- |
| Profit before Tax |
(2,57,953) |
1,08,052 |
| Less Tax Expenses: |
1,215 |
27,181 |
| Net Profit after Tax |
(2,59,168) |
80,871 |
| Basic and diluted EPS |
(2.72) |
0.85 |
STATE OF COMPANY'S AFFAIRS:
The Company is engaged in the business of trading of various Agri and Non-Agri
Commodities.
The highlights of the Company's performance are as under:
i. Revenue from Operations and other Income for the year ended 31st March,
2022 amounts to Rs. 11,20,92,686/-.
ii. Total Expenses for the year ended 31st March, 2022 amounts to Rs.
11,23,50,639/-.
ii. Net Loss for the year ended 31st March, 2022 amounts to Rs. 2,59,168/-.
iii. Earnings per share for the year ended 31st March, 2022 amounts to Rs.
(2.76)/-.
DIVIDEND:
The Board of Directors does not recommend Dividend for the financial year ended on
31.03.2022.
RESERVES:
The Board of Directors propose to transfer any amount to of losses to the Reserves
Account.
MANAGEMENT DISCUSSION AND ANALYSIS
As stipulated in Schedule V of SEBI (Listing Obligation and Disclosure Requirements)
Regulations 2015, the Management Discussion and Analysis Report forms part of this Annual
Report as Annexure I.
DEPOSITS:
During the year, Company has not accepted any Deposits.
PARTICULARS OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:
During the year, Company has not entered in to any related party transactions and hence
disclosures in that regard are not required to be made.
DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act, 2013, in relation to the Financial
Statements for FY 2021-22, the Board of Directors states that:
a) in preparation of the annual accounts, the applicable accounting standards have been
followed and there are no 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 as on 31st March, 2022 and of
the profits for the year ended 31st March, 2022;
c) 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;
d) the annual accounts have been prepared on a going concern basis;
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; and
f) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems are adequate and operating effectively.
INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to
Financial Statements. During the year, such controls were tested and no reportable
material weakness was observed.
SUBSIDIARIES AND IOINT VENTURE
Company does not have any subsidiary companies. Company has not made any investment in
Joint Venture. Company does not have any associate Company.
ENVIRONMENT, HEALTH AND SAFETY (EHS)
The Company accords the highest priority to health, environment and safety. The Company
does not carry-on manufacturing operations. The Company takes at most care for the
employees and ensures compliance with the applicable rules and regulation applicable to
the Company.
CORPORATE GOVERNANCE
Regulation 17 to 27 of SEBI (LODR) Regulations 2015 does not apply to the Company as
the Paid-Up Share Capital of the Company is INR 9.52 Lakhs and Net Worth of the Company is
INR 2.28 Lakhs, both of which are less than minimum prescribed limits for applicability of
aforementioned regulations.
CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Companies Act 2013 and rules framed there under with regard to
Corporate Social Responsibility do not apply to the Company and hence no disclosure have
made in that regard.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
At present the Board of Directors of the Company consists of following Directors:
| Sr. No Name of Director |
Designation |
| 1 Yagnikkumar Akhani |
Whole Time Director |
| 2 Dipika Ranpura |
Non-Executive Non-Independent Director |
| 3 Yesha Shah |
Women Independent Director |
| 4 Dhairyakumar Thakkar |
Independent Director |
APPOINTMENT AND RESIGNATION:
During the Year, there were no changes in composition of Board of Directors.
RE APPOINTMENT OF DIRECTORS:
There are no Directors on the Board whose term expires at this 37th Annual
General Meeting and hence the Board does not recommend any Reappointment of Directors.
DIRECTORS RETIRING BY ROTATION:
Ms. Dipika Dipak Ranpura, being Non-Independent and Non-Executive Director, whose term
is liable to determination by 'Retirement by Rotation" and being eligible offers
himself for reappointment.
Brief profile of Dipika Dipak Ranpura as required under Regulation 36 of SEBI (LODR)
Regulations 2015 is provided in the explanatory statement attached to Notice of this 37th
Annual General Meeting of the Company.
DECLARATION BY INDEPENDENT DIRECTORS:
Pursuant to provisions of section 149(7) of Companies Act 2013, the Company has
received declaration from the Independent Directors confirming that they meet the criteria
of independence as prescribed under the Act and SEBI (Listing Obligation and Disclosure
Requirements) Regulations 2015.
POLICY ON DIRECTORS' APPOINTMENT:
Pursuant to provisions of section 178 read with 134(3)(e) of Companies Act 2013, The
Nomination and Remuneration Committee (NRC) has approved the criteria and process for
identification / appointment of Directors which are as under:
Criteria for Appointment:
A) The proposed Director shall meet all statutory requirements and should:
- Not have any direct or indirect conflict with business operations.
- Be willing to devote time and efforts.
- Have relevant experience.
- Have understanding about corporate functionality.
- Understand real value of stakeholders.
Process for identification of Directors / Appointment of Directors:
- Board Members may suggest any potential person to the Chairman of the Company meeting
the above criteria. If the chairman deems fit, recommendation will be made by him to NRC.
- Chairman himself can also recommend a person to NRC.
- NRC shall process and evaluate the proposal and shall submit their recommendation to
Board.
- Board shall consider such proposal on merit and decide suitably.
Criteria for Performance Evaluation:
The Board considered and approved criteria for performance evaluation of itself and
that of its committees and individual directors as follow:
Criteria for Board Evaluation:
- Focus on strategic decisions.
- Qualitative discussion and processes.
Criteria for Committee Evaluation:
- Fulfillment of allotted responsibilities.
- Effectiveness of recommendation, meetings.
Criteria for Independent and Non-Independent Directors' evaluation:
- Contribution through their experience and expertise.
- Focus on Stakeholders' interest.
MANNER OF EVALUATION OF BOARD. ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
The Evaluation of Board, its Committees and Individual Directors was carried out as per
process and criteria laid down by the Board of Directors based on the recommendation of
the Nomination and Remuneration Committee.
The obtaining and consolidation of feedback from all Directors in this regard, was
coordinated by the Chairman of Independent Directors' meeting for Board and
Non-Independent Directors while the process of evaluation of the Independent Directors was
coordinated by the Chairman of the Company. Based on this, Chairman of the Company briefed
the Board and each of the Individual Directors.
NUMBER OF MEETINGS OF THE BOARD:
The Board meets at regular interval with gap between two meetings not exceeding 120
days. Additional meetings are held as and when necessary. During the year under review,
the Board met 6 times respectively on 11.05.2021, 18.06.2021, 12.08.2021, 01.11.2021,
10.02.2022, 02.03.2022.
REMUNERATION:
REMUNERATION POLICY:
The Company has formulated the policy relating to the remuneration of the Directors,
Key Managerial Personnel and other employees of the Company which is as under:
Components of Remuneration
Fixed Pay comprising Basic Salary, Conveyance Allowances / Reimbursement, Company's
contribution to Provident Fund, Superannuation Fund, Gratuity, etc.
Variable Pay, which is either in the form of:
Commission to Managing Directors and Commission to Whole-time Directors.
Annual Appraisal process:
Annual Appraisals are conducted, following which annual increments and promotions in
deserving cases are decided once in a year based on: o Employees self-assessment o
Assessment by Immediate Superior and o Assessment by Head of Department
Annual Increment leading to an increase in Fixed Pay consists of:
Economic Rise based on All India Consumer Price Index published by the Government of
India or Internal Survey wherein inflation on commonly used items is calculated.
Annual Appraisal equally depends on the Profitability of the Company.
Remuneration of Independent Directors:
The Company has formulated a policy for the remuneration of Independent Directors as
follows:
Reimbursement of Expenses incurred by Independent Directors for attending any meeting
of the Board and payment of Sitting Fees.
AUDITORS:
M/s. V. D. Shukla & Co., Chartered Accountants, Ahmedabad (Firm Registration No.
110240W) is appointed as Statutory Auditor of the Company to hold office up to the 37th
AGM of the company for a term of five years in terms of the first proviso to Section 139
of the Companies Act, 2013. And now your Directors are proposing to appoint M/s. V S B B
& Associates, Chartered Accountant, Ahmedabad (FRN: 121356W) as Statutory Auditors of
the Company for a term of 5 (Five) financial years from conclusion of this 37th
Annual General Meeting till the conclusion of the 42nd Annual General Meeting
of the Company.
REPORT OF STATUTORY AUDITORS:
The Statutory Auditors' report for financial year 2021-22 and forms part of this Annual
Report and does not contain any qualification, reservation or adverse remark except:
1. According to the information and explanations given to us and documents provided
to us, except mentioned below there are no other disputed dues of Goods and Service Tax,
income tax, sales tax, duty of excise, service tax and value added tax, duty of
customs, duty of Excise, value added tax, cess and any other statutory, which have not
been deposited with the appropriate authorities on account of any dispute:
| Name of the Statute |
Section under which dispute is pending |
Period to which amount relates (FY) |
Amount (Rs. in Lacs) |
Forum where the dispute is pending |
| Income Tax Act, 1 1961 |
143(1) |
2019-20 |
0.01 |
CPC |
Explanation: Your Directors have already filed a disagreement appeal against it with
the Department and the said matter is still pending.
Further, Auditor has not reported any fraud pursuant to section 143 of Companies Act,
2013.
REPORT OF SECRETARIAL AUDITOR:
Pursuant to Section 204 of the Companies Act, 2013 read with Rules thereof, the Board
of Directors has appointed Himanshu SK Gupta & Associates, Practicing Company
Secretary, as Secretarial Auditor of the Company for FY 2021-22. A Secretarial Audit
Report for FY 2021-22 is annexed herewith as Annexure II. There are no adverse
observations in the Secretarial Audit Report which call for explanation.
REPORT OF COST AUDITORS:
The Company is not required to maintain cost records under Companies Act 2013 and hence
Company has not appointed Cost Auditors.
SECRETARIAL STANDARDS:
The Company has complied with requirements of Secretarial Standards prescribed by
Institute of Company Secretaries of India.
AUDIT AND RISK MANAGEMENT:
During the year, the Board reviewed the decision taken by it regarding the role of Risk
Management being carried out by the Audit Committee and after detailed deliberation it was
decided that the Audit Committee of the Board shall continue to play the role of Risk
Management Committee and be called as Audit and Risk Management Committee unless otherwise
decided by the Board.
COMPOSITION OF AUDIT COMMITTEE:
The Audit Committee of the Company as on date of this report, consists of the following
members:
| Name of Director |
Category of Directorship |
| Dhairya Thakkar |
Chairman - Independent Director |
| Yesha Shah |
Member - Independent Director |
| Yagnik Akhani |
Member - Director |
VIGIL MECHANISM:
The provisions of Regulation 22 of SEBI (LODR) Regulations 2015 are not applicable to
the Company. However, Company has established whistle Blower Policy as matter of Good
Governance.
RISK MANAGEMENT POLICY:
The provisions of Regulation 21 of SEBI (LODR) Regulations 2015 is not applicable to
the Company, hence no Risk Management Committee is separately formulated. The Audit
Committee takes care of Risk Management. It has identified and assessed various risks
factors, with potential impact on the Company in achieving its strategic objectives or may
threaten its existence. The Policy lays down procedures for risk identification,
assessment, monitoring, review and reporting. The Policy also lists the roles and
responsibilities of Board and Risk Management Committee.
CONSERVATION OF ENERGY. TECHNOLOGY ABSOPTION. FOREIGN EXCHANGE EARNIGS AND OUTGO:
During the financial year 2022, Company has not undertaken any manufacturing
operations. Company has neither earned nor spent anything in foreign currency. Hence no
disclosure is required under this head pursuant to Companies (Accounts) Rules 2014.
SHARE CAPITAL:
During the year, there is no change in the Share Capital of the Company. Share Capital
of the Company consists of 95,220 Equity Shares of Rs. 10/- each.
PARTICULARS OF EMPLOYEES:
Disclosure under the provisions of Section 197 of the Companies Act, 2013 read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014:
a) The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year.
- As the company has paid nil remuneration to the directors, the ratio of the
remuneration of each director to the median remuneration of the employees of the Company
for the financial year is 0.
b) The percentage increase in the remuneration of each director, Chief Executive
Officer, Chief Financial Officer and Company Secretary, if any in the financial year.
- During the FY 2021-22 there was nil (0%) increase in the remuneration of MD, and
other Non-Executive Directors.
- The salary of Company Secretary & CFO of the company has been increased by
16.36%.
c) The percentage increase in the median remuneration of employees in the financial
year.
- Median Remuneration is Rs. 287500/- Average increase is 140% for the F.Y. 2021-22.
d) The number of permanent employees on the rolls of the Company as on 31.03.2022.
- 02 (Two)
e) Average percentile increase already made in the salaries of employees other than the
managerial personnel in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any exceptional circumstances for increase in the managerial remuneration.
- Average increase in salaries of Employees is 0% as the employee has been appointed
during the year. 16.36% increase in Managerial Remuneration during F.Y. 2021-22.
RELATED PARTY DISCLOSURES AS PER SCHEDULE V PARA A OF SEBI (LODR) REGULATIONS, 2015:
Since, the company has not entered into transactions with its related parties, No
disclosure is required to be made in the said matter.
CHANGE OF MANAGEMENT:
During the Year, no changes took place ion management.
CHANGE IN NATURE OF BUSINESS:
There were no changes in the nature of business of the Company during the year under
review.
PARTICULARS OF LOANS. GUARANTEES AND INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES
ACT 2013:
The Company has neither provided any Loans or guarantees nor has made any investment
under Section 186 of the Companies Act 2013.
MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE
COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL
STATEMENTS RELATES AND THE DATE OF THE REPORT:
No material changes and commitments, affecting the financial position of the Company
occurred between the end of the Financial Year to which this financial statement relates
and up till the date of Report.
DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT AS PER
SCHEDULE V PARA F OF SEBI (LODR) REGULATIONS. 2015:
a. aggregate number of shareholders and the outstanding shares in the suspense account
lying at the beginning of the year: Nil
b. number of shareholders who approached listed entity for transfer of shares from
suspense account during the year: Nil
c. number of shareholders to whom share were transferred from suspense account during
the year: Nil
d. aggregate number of shareholders and the outstanding shares in the suspense account
lying at the end of the year: Nil
e. voting rights on shares which remain frozen till the rightful owner of such shares
claims the shares: Nil
TRANSFER OF FUNDS TO INVESTOR EDUCATION AND PROTECTION FUND
The Company is not required to transfer any amount to the Investor Education and
Protection Fund (IEPF) established by the Central Government pursuant to the provision of
Section 125 (e) of the Companies Act, 2013 as there is no amount unclaimed for a period of
7 years from the date it became due for payment.
DETAILS OF MATERIAL AND SIGNIFICANT ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS:
There were no significant and material orders issued against the Company by any
regulating authority or court or tribunal that could affect the going concern status and
Company's operation in future.
PREVENTION OF INSIDER TRADING:
Your company has adopted the "Code of Conduct on Prohibition of insider trading
"and "Code of Conduct for Directors and Senior Management Personnel" for
regulating the dissemination of Unpublished Price Sensitive Information and trading in
security by insiders.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION
& REDRESSAL) ACT, 2013:
The Company is committed to provide a safe and conducive work environment to its
employees during the year under review. Your directors further state that during the year
under review there were no cases filed pursuant to the Sexual Harassment of Women at
Workplace as per (Prevention, Prohibition and Redressal) Act, 2013.
APPRECIATION AND ACKNOWLEDGMENT
The Directors feel pleasure thanking all the stakeholders who have reposed their faith
in the management and the company and for their valuable support and cooperation.
|
For and on behalf of the Board |
|
Sd/- |
Sd/- |
|
Yagnik Akhani |
Dipika Ranpura |
| Date: 05.09.2022 |
Chairman |
Director |
| Place: Ahmedabad |
DIN:08750673 |
DIN:07595096 |
|