As on: May 07, 2024 03:24 PM
To,
The Members,
Maa Jagdambe Tradelinks Limited
Your Directors have pleasure in presenting their Thirty Seventh Annual Report on the business and operations of the Company together with the Audited Statement of Accounts of the Company for the year ended on 31st March, 2022.
1. Financial Highlights:
The financial results are summarized below:
(Amount in hundreds)
2. Financial Performance:
It has been a very tough year globally with the pandemic and the various lockdowns. We pray that all our shareholders, their families, the company's board of directors and all the staff of Maa Jagdambe Tradelinks Limited (hereinafter referred to as ‘the Company') are safe and continue to stay healthy.
It has been a difficult year for the company too as we had to manage with minimal staff. I would like to take the opportunity here itself to thank our staff for being extra cooperative and attending office in these trying times. It was a major turnaround year for the markets.
The Company did not earn any revenue since last two years. The Company's expenses were reduced from Rs. 11.88 lakh to Rs.0.84 lakh. Since there was no income the Company faced a loss of Rs. 0.84 lakh. The Company is trying hard to grab the market opportunities and make it into a profit making Company.
3. The Covid Pandemic:
Financial Year 2021-2022 was once again dominated by the COVID-19 pandemic as new waves of infection swept across countries. In India, the second wave (called ‘Delta') proved far more deadly than the first that struck in 2020. The advent of the highly transmissible variant ‘Omicron' in early January 2022 (the third wave) spread much dread across the world. During this wave, India's daily number of reported cases peaked to nearly 350,000 on January 20, 2022 and the active case load was over 22 million as on January 23, 2022.
Fortunately, while highly transmissible, Omicron was not as clinically deadly as Delta. So, while many got infected, almost all got well again within a week or so, without hospitalization and mortality. The impact of the second and third wave of the pandemic on the performance of the Company and measures adopted to steer through this continuing crisis have been discussed in detail in Management Discussion and Analysis
4. Dividend & Reserves:
Your Directors abstain from declaring any dividend for the year and no amount of profit earned during the year was transferred to General Reserve.
5. Management Discussion & Analysis:
There is no material change between the end of the financial year and the date of the report which may affect the financial position of the Company. Management Discussion & Analysis report is being given under Corporate Governance Report.
6. Listing with Stock Exchanges:
At Present, the Equity shares of the Company are listed at BSE Ltd. Due to some suo motto surveillance measures taken by BSE, the trading in the shares of the Company is suspended w.e.f. 27.08.2015.
7. Dematerialization of Shares:
99.90% of Company's paid up Equity Share Capital is in dematerialized form as on 31st March, 2022 and the balance 0.10% is in physical form. The Company's Registrar and Transfer Agent is M/s. Purva Shareregistry (India) Private Limited having their registered office at Unit No.9, Shiv Shakti Industrial Estate, Gr Floor, J R Bhoncha Marg, Lower Parel, Mumbai - 400 011.
8. Internal Financial Controls:
The Board of Directors of our Company have adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to your Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.
9. Finance & Accounts:
The Company is required to prepare financial statements under Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015. The estimates and judgments relating to financial statements are made on prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs and profit for the Financial Year 2021 -2022.
10. Subsidiaries, Joint Ventures and Associates Companies:
The Company does not have any Subsidiary/ Joint Ventures/ Associate Companies.
11. Deposits:
The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.
12. Statutory Auditors:
The members of the Company at 34th AGM held on 30th September, 2019 had appointed M/s. Satya Prakash Natani & Co. (having Firm Registration No. 115438W), Chartered Accountants, Mumbai, as the Statutory Auditors of the Company for a term of 4 years and accordingly they hold their office till the conclusion of Annual General Meeting to be held in the year 2023.
The Auditors' Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.
13. Secretarial Auditors:
Pursuant to the provisions of section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. Nitesh Chaudhary & Associates, Practicing Company Secretary, Mumbai, as the Secretarial Auditors of the Company to undertake secretarial audit of the Company. The Secretarial Audit Report of the Company for the financial year ended March 31, 2022 is annexed to this report as Annexure A. As regards remarks of the Secretarial Auditors, we submit that due to ongoing Covid-19 Pandemic, the Company could not find suitable candidate for Whole-time Company Secretary cum Compliance Officer.
14. Internal Auditors:
The internal audit function provides an independent view to the Board of Directors, the Audit Committee and the Senior Management on the quality and efficacy of the internal controls, governance systems and processes.
15. Annual Return:
A copy of Annual Return as provided under section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, in the prescribed form, which will be filed with the Registrar of Companies, /MCA.
16. Particulars Regarding Conservation of Energy, Technology Absorption:
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 requires disclosure of particulars regarding conservation of Energy and Technology absorption. The Company is not having manufacturing facilities of its own; therefore, information required under this clause is not applicable to the Company.
17. Foreign Exchange Earnings / Outgo:
The Company has neither incurred any expenditure nor earned any income in foreign exchange.
18. Corporate Social Responsibility (CSR):
The Company does not fall under the prescribed class of companies' u/s 135(2) of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014. Hence CSR is not applicable to the Company.
19. Human Resources:
The Company firmly believes that Human Capital is its most important asset. During COVID19 pandemic, the health, safety and wellbeing of the employees and their families remained our top priority. The Company has embarked on its journey of "Happiness at the workplace" which has helped to look at employee engagement in a more holistic way.
20. Meetings of the Board:
The Board of Directors duly met 6 (Six) times during the financial year, the details of the same are being given in the Corporate Governance Report. The intervening gap between the two consecutive meetings was within the period as prescribed under the Companies Act, 2013.
21. Disqualification of Directors:
During the year, the Company has received Form DIR-8 from all Directors as required under the provisions of Section 164(2) of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 that none of the Directors of your Company is disqualified to hold office as director and debarred from holding the office of a Director.
22. Directors and Key Managerial Personnel:
(i) Appointment of Additional Directors:
(a) Mr. Bhavesh Trivedi (holding DIN 09216039) was appointed as an Additional Director w.e.f. 4th September, 2021. Subsequently, the members of the Company, at their meeting held on 30th September, 2021, appointed Mr. Mr. Bhavesh Trivedi as a Director of the Company.
(b) Mr. Sanjay Trivedi (holding DIN 09216074) was appointed as an Additional Director w.e.f. 4th September, 2021. Subsequently, the members of the Company, at their meeting held on 30th September, 2021, appointed Mr. Mr. Bhavesh Trivedi as a Director of the Company.
(ii) Resignation of Whole-time Director:
Mr. Pawankumar Choudhary (holding DIN 03125806) resigned from the position of Whole-time Director of the Company, with effect from the close of business hours of 1st November, 2021.
(iii) Resignation of Chief Financial Officer (CFO):
Mr. Kailash Laxmi Narayan Bhageria (having PAN AAQPB6321H) resigned from the post of Chief Financial Officer (CFO) of the Company with effect from 27th May, 2022.
(iv) Appointment of Directors retiring by rotation:
Mr. Bhavesh Trivedi (holding DIN 09216039), Director of the Company will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.
(v) Declaration by Independent Directors:
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
23. Vigil Mechanism:
Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(10) of the Companies Act, 2013 ("Act") and Regulations 22 of the Listing Regulations our Company has adopted a Vigil Mechanism Framework ("Framework"), The objective of the Framework is to establish a redressal forum, which addresses all concerns raised on questionable practices and through which the Directors and employees can raise actual or suspected violations. The mechanism framed by our Company is in compliance with requirement of the Act.
24. Particulars of Loans, Guarantees or Investments:
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are as set out in the notes to the accompanying financial statements of your Company.
25. Nomination and Remuneration Policy:
The Nomination & Remuneration Committee of the Board of Directors has adopted a policy which deals with the manner of selection and appointment of Directors, Senior Management and their remuneration. The policy is in compliance with the provisions of Section 178(3) of the Companies Act, 2013.
26. Related Party Transactions:
Contracts/arrangement/transactions entered by the Company during Financial Year 2021-2022 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. All related party transactions entered during Financial Year 2021-2022 were on arm's length basis and no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company. There were no transaction requiring disclosure under section 134(3)(h) of the Act. Hence, the prescribed Form AOC-2 does not form a part of this report.
27. Risk Management:
The Company has long been following the principle of risk minimization as its norm in every industry. In accordance with Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board members were informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan for the Company. As a matter of policy, these risks are assessed and appropriate steps are taken to mitigate the same.
28. Safety:
During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
29. Significant and Material Orders Passed by the Regulators or Courts:
During Financial Year 2021-2022, there were no significant and material orders passed by Regulators or Courts or Tribunal impacting the going concern status of the Company and its future operations.
30. Material changes and commitments:
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 on the date of this report.
31. Board Evaluation:
The Nomination and Remuneration Policy of our Company empowers the Nomination and Remuneration Committee to formulate a process for effective evaluation of the performance of Individual Directors, Committees of the Board and the Board as a whole. The Board of Directors formally assess their own performance based on parameters which, inter-alia, include performance of the Board on deciding long term strategies, rating the composition and mix of Board members, discharging of governance and fiduciary duties, handling critical and dissenting suggestions, etc.
The parameters for performance evaluation of our Directors include contributions made at the Board meeting, attendance, instances of sharing best and next practices, domain knowledge, vision, strategy, engagement with senior management etc. The Chairperson of the respective Committees based on feedback received from the Committee members on the outcome of performance evaluation exercise of the Committee, share their report to the Board of Directors. The Independent Directors, at their separate meeting, review the performance of non-independent directors and the Board as a whole. Based on the outcome of the performance evaluation exercise, areas for further development are identified for the Board to engage itself with and the same would be acted upon. The details of the evaluation process are set out in the Corporate Governance Report, which forms a part of this Annual Report.
32. Audit Committee:
The Audit Committee is comprised of three directors. The composition of the Audit Committee is as follows:
*Upto 01-11-2021 #From 13-11-2021
All the recommendations made by the Audit Committee were accepted by the Board.
33. Nomination and Remuneration Committee:
The Nomination and Remuneration Committee is comprised of three directors. The composition of the Remuneration Committee is as follows:
Upto 01-11-2021 #From 13-11-2021
All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.
34. Corporate Governance:
Corporate Governance essentially involves balancing the interests of various stakeholders of the Company such as shareholders, management, customers, suppliers, financers and the government. It entails managing business with accountability to and responsibility towards the shareholders and making accurate, adequate and timely disclosures of relevant information. It includes the processes through which the organization's objectives are set and pursued in the context of the social, regulatory and market environment. A report on Corporate Governance is appended as an annexure to this report.
35. Business responsibility and sustainability Report ('BRSR'):
Pursuant to amendment in SEBI Listing Regulations, top 1,000 listed entities based on market capitalization are required to submit a BRSR with effect from the FY2023. However, in the Financial Year 2021-2022, the Company does not fall under that category. Hence, submission of the said report is not required.
36. Secretarial Standards of ICSI:
The Company has complied with the requirements prescribed under the Secretarial Standards on meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA circulars.
37. Ratio of Remuneration:
The information pursuant to the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company and Directors is furnished hereunder:
*Upto 01-11-2021
The particulars of the employees as required under Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company as none of the employees of the Company was in receipt of remuneration as prescribed under the said Rules.
38. Share Capital:
A) Buy Back of Securities
The Company has not bought back any of its securities during the year.
B) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year.
C) Bonus Shares
No Bonus Shares were issued during the year.
D) Employees Stock Option Plan
The Company has not provided any stock option plan during the year.
39. Directors Responsibility Statement:
According to the provisions of section 134(3)(c) of the Companies Act, 2013, the directors confirm that:
a) in the preparation of annual accounts for the financial year ended 31st March, 2021, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) the accounting policies as selected are consistently applied and made judgements and estimates that are reasonable and prudent manner so as to ensure true and fair view of the state of affairs of the Company as at 31st March, 2022 and of the loss of the Company for the year ended on that date;
c) adequate accounting records are maintained 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) financial statements have been drawn up 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.
40. Acknowledgment:
Your directors would like to place on record their gratitude for the valuable guidance and support received from RBI, SEBI, Registrar of Companies, BSE Limited and other Government and Regulatory agencies and to convey their appreciation to the Company's customers, bankers, lenders, vendors and all other business associates for their continuous support given by them to the Company.
The Directors also place on record their appreciation for all the employees of the Company for the commitment, team work, professionalism and the resilience and dedication demonstrated by them during this difficult period of COVID-19 pandemic.