Your Directors take pleasure in presenting the 30thAnnual Report along with Audited Financial Statements of your Company for the financial year ended 31st March, 2021.
1. Financial Results
During the year under review, your Company has achieved a total net sale of Rs.12507.79 lakhs and Net Profit after Tax (NP) of Rs.125.20. There is decrease in profit after tax during the current year in comparison to that of previous year. Your directors are optimistic about the performance of the Company in the coming years. The financial highlights for the year 2020-21 are as under:
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Standalone (in lakhs)
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Particulars for the year ended
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March 31, 2021
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March 31, 2020
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Net revenue from Operations (Sales)
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12507.79
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10162.84
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Profit Before Depreciation and Tax
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209.78
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521.46
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Less: Depreciation
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24.11
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30.94
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Profit Before Tax
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185.67
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490.52
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Less: Tax Expense
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60.47
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(142.71)
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Profit After Tax
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125.20
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347.81
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EPS (Basic)
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0.20
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0.56
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EPS (Diluted)
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0.20
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0.56
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Consolidated (in Lakhs)
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Particulars for the year ended
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March 31, 2021
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March 31, 2020
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Net revenue from Operations (Sales)
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18102.88
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10427.04
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Profit Before Depreciation and Tax
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216.35
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520.38
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Less: Depreciation
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24.17
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30.94
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Profit Before Tax
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192.18
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489.44
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Less: Tax Expense
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63.92
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(142.48)
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Profit After Tax
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128.26
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346.96
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EPS (Basic)
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0.21
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0.56
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EPS (Diluted)
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0.21
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0.56
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2. Dividend
Your Director feel that it is prudent to plough back the profits of the Company for future growth of the Company and therefore do not recommend any dividend for the year ended March 31st, 2021.
3. COVID-19
The COVID 19 pandemic which is once in a lifetime occurrence has brought with it an unimaginable suffering to people and to almost all sections of the economy. The nationwide lockdowns to curtail the transmission of disease, had put the global economy in extreme stress of the level not seen since the great depression and would have a long-lasting economic impact.
Like the greater economy, the pandemic coupled with the lockdown and relief measures provided by RBI had a bearing on the performance of the Company.
The business activities of the Companies were affected due to restrictions/guidelines due to Covid- resulted into decrease in Turnover during the year under review. Your Board finds that this Covid-19 has affected us negatively in some areas but has also brought new business opportunities to Indian Economy
4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund
Since there was no unpaid/unclaimed dividend, the provision of Section 125 of the Companies Act, 2013 do not apply.
5. Change in the nature of business, if any-
There is no change in the nature of business carried out by the Company in the Year 2020-2021.
6. Reserves
The Company has not transferred any amount to the reserves during the current financial year.
7. Subsidiary, Joint Ventures and Associate Companies
The Company has subsidiary Companies, namely, Kavit Edible Oil Limited, Kavit Hospitality Private Limited (Formerly Kavit Swachh Organic Food Private Limited), Kavit Trading Private Limited (formerly Kavit Infoline Private Limited) and Kavit Infra Project Private Limited. A statement containing the salient features of financial statement of our subsidiary in the prescribed format AOC-1 is appended to the financial statements of the Company.
8. Consolidated Financial Statement
The Financial Statement of the Company for the Financial year 2020-21 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and as prescribed by Securities and Exchange Board of India (SEBI) under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Consolidated Financial Statement has been prepared on the basis of the audited financial statement of the Company as approved by their respective Board of Directors. Pursuant to the provisions of Section 136 of the Act, the Financial Statements of the Company, the Consolidated Financial Statements along with all relevant documents and Auditors report thereon form part of this Annual Report.
9. Public Deposit
The Company has not accepted or renewed any amount falling within the purview of provisions of Section 73 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposit) Rules, 2014 during the period under review. Hence, the requirement for furnishing the details of deposits which are not in compliance with Chapter V of the Act is not applicable.
10. Particulars of loan, Guarantees or Investment made under Section 186
The details of loan, Guarantee or Investment made under the provisions of Section 186 of the Companies Act, 2013 is provided in note 13 in the financial statement.
11. Extract of the annual return
The Annual Return of the Company as on 31st March, 2021 is available on the website of the Company at www.evexialifecare.com
12. Directors& Key Management Personnel
I. Composition of Board & Board Meetings
The Board of Directors of the Company has an optimum combination of Executive, Non-Executive and Independent Directors. As on the date of this report, the Board comprises of 07 (Seven) Directors, out of which 01 is Executive Director, 01 is Non-executive Director and 05 are Non-Executive Independent Directors that includes one Woman Director. The Chairman of the Board is an Executive Director.
The Board of Directors duly met 8 (Eight) times on 01/06/2020, 16/07/2020, 12/09/2020, 22/09/2020, 03/11/2020, 10/11/2020, 11/11/2020 and 13/02/2021 during the year. The Composition, category and attendance of each Director at the Board and Annual General Meeting of each Director in various companies is as follows: -
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Name of Director, Designation and Category
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No of Board Meetings held during the year
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No of Board Meetings attended during the year
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Attendance at the Last AGM
|
|
Jayesh Raichandbhai Thakkar Managing Director
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8
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8
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Y
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|
Nareshbhai Arvindbhai Patel Independent Director
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8
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6
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Y
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Hasmukhbhai Dhanjibhai Thakkar Non-Executive Director
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8
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8
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Y
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ChandreshKumar Vishnubhai Kahar Independent Director
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8
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8
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Y
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|
Salil Shashikant Patel Independent Director
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8
|
8
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Y
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|
KartikKumar Bakulchandra Mistry Independent Director
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8
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8
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Y
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|
Payal Gajjar
Woman Independent Director
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8
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8
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Y
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II. INDUCTIONS
The following appointments were made:
To fill the vacancy caused by resignation of Mr. Harish Punwani, the Nomination and Remuneration Committee has recommended name of Mr. Mikil Gohil . He has taken the charge as Company Secretary and Compliance Officer w.e.f 01/06/2020.
III. REAPPOINTMENT:
During the year under review, no Reappointments made in Management and Board during the year.
IV. CESSATIONS:
During the year Mr. Harish Punwani resigned as a Company Secretary and Compliance Officer of the Company w.e.f. 01/06/2020. Further, Mr. Mikil Gohil also resigned as a Company Secretary and Compliance Officer of the Company w.e.f. 13/03/2021.
V. Retirement by Rotation
In accordance with the provisions of the Companies Act 2013 and Companies Articles of Association, Mr. Hasmukhbhai Dhanjibhai Thakkar (DIN: 07183270) retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment. Necessary resolution for his re-appointment is placed before the shareholder for approval.
VI. Familiarisation Programme of Independent Directors
The Independent Directors have been updated with their roles, rights and responsibilities in the Company by letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company's procedures and practices. The Company endeavors, through presentations at regular intervals, to familiarize the Independent Directors with the strategy, operations and functioning of the Company and also with changes in the regulatory environment having a significant impact on the operations of the Company and the industry as a whole The Independent Directors also meet with senior management team of the Company in informal gatherings. During the year 2020-21, the Company has conducted 4 programs for familiarizing the Directors for a total duration of 6 hours. The Policy on familiarization program for independent directors, role, and responsibility and rights of independent directors is uploaded on www.evexialifecare.com.
VII. Profile of Directors seeking appointment / reappointment
As required under regulation 36(3) of SEBI (LODR), 2015, particulars of the Directors retiring and seeking reappointment at the ensuing Annual General Meeting is annexed to the notice convening 30th Annual General Meeting.
VIII. Key Managerial Personnel
As on the date of this report, the following persons are the Key Managerial Personnel(s) of the Company:
a) Jayesh Raichandbhai Thakkar, Managing Director.
b) Bhavesh Jayantibhai Desai, Chief Financial Officer
c) Company Secretary and Compliance Officer
• Mr. Harish Punwani resigned as a Company Secretary and Compliance Officer of the Company on 01/06/2020.
• Mr. Mikil Gohil appointed as a Company Secretary and Compliance Officer of the Company on 01/06/2020 and resigned as a Company Secretary and Compliance Officer of the Company on 13/03/2021.
IX. Declaration from Independent Director
All the Independent Directors of the Company have given their declarations stating that they meet the criteria of independence as prescribed under the Section 149(6) of the Companies Act, 2013 read with the rules made there under and in the opinion of the Board, the Independent Directors meet the said criteria.
During the year under review the Independent Directors duly met pursuant to the provisions as specified in Schedule IV of the Companies Act, 2013 and the quorum was present throughout the meeting.
13. Postal ballot
During the year, pursuant to Section 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any statutory amendment(s) or re-enactment(s) made thereunder), your Company has not passed any of the resolution through postal ballot
14. Audit Committee
The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015 and Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015. The Members of the Committee are: -
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Name Category & Position
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Number of meetings held
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Number of meetings attended
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SALIL PATEL, Independent Director, Chairman
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6
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6
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KARTIK MISTRY, Independent Director, Member
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6
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6
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CHANDRESH KAHAR, Independent Director, Member
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6
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6
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Two third of the members are Independent Directors and all the members are financially literate. The composition, role, functions and powers of the Audit Committee are in line with the requirements of applicable laws and regulations. The Audit Committee shall oversee financial reporting process and disclosures, review financial statements, internal audit reports, related party transactions, financial and risk management policies, auditors qualifications, compliance with Accounting Standards etc. and oversee compliance with Stock Exchanges and legal requirements concerning financial statements and fixation of audit fee as well as payment for other services etc.
06 Audit Committee meetings were held during the year 2020-21 on 16/07/2020, 12/09/2020, 03/11/2020, 10/11/2020, 11/11/2020 and 13/02/2021.
15. Nomination and Remuneration Committee
The Nomination and Remuneration Committee is constituted in accordance with SEBI (LODR) Regulations 2015 and Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. The Company Secretary acts as the Secretary to the committee and the Committee Members are:
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Name Category & Position
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Number of meetings held
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Number of meetings attended
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SALIL PATEL, Independent Director, Chairman
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2
|
2
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|
KARTIK MISTRY, Independent Director, Member
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2
|
2
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|
CHANDRESH KAHAR, Independent Director, Member
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2
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2
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The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees. The said policy is available on the website of the Company (www. evexialifecare.com).
Two meetings was held during the year 2020-21 on 01/06/2020 & 03/11/2020.
16. Stakeholders Relationship Committee
The Stakeholders Relationship Committee is constituted in compliance with the requirements of Section 178 of the Companies Act, 2013. Company Secretary is the Compliance Officer, who acts as the Secretary to the Committee and the Members of the Committee are:
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Name Category & Position
|
Number of meetings held
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Number of meetings attended
|
|
SALIL PATEL, Independent Director, Chairman
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4
|
4
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|
KARTIK MISTRY, Independent Director, Member
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4
|
4
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|
CHANDRESH KAHAR, Independent Director, Member
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4
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4
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The Stakeholders Relationship Committee looks into shareholders' complaints related to transfer of shares, non-receipts of balance sheet besides complaints from SEBI, Stock Exchanges, Court and various Investor Forums. It oversees the performance of the Registrars and Transfer Agent, and recommends measures for overall improvement in the quality of investor services. The Company is in compliance with the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based redress system and online redressal of all the shareholders complaints.
04 meeting was held during the year 2020-21 at the Registered Office of the Company on 30/06/2020, 12/09/2020, 03/11/2020 & 13/02/2021.
17. Risk Management Committee:
The Risk Management Committee is applicable to Company w.e.f. 30/06/2021.
Company's Risk Management Framework is designed to help the organization, which meet its objective through alignment of operating controls to the mission and vision of the Group. The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness.
A standard 3-step approach has been defined for risk management -
1) Risk Identification
2) Risk Assessment & Prioritization and
3) Risk Mitigation
As on the date of Report, following are the members of the Committee:
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Name Category & Position
|
|
JAYESH THAKKAR*, Managing Director, Chairman
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|
KARTIK MISTRY*, Independent Director, Member
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|
SALIL PATEL *, Independent Director, Member
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* Appointed w.e.f 30.06.2021
18. Compliance Officer
Mr. Jayesh Raichandbhai Thakkar, Managing Director of the Company is Compliance Officer of the Company. Compliance Officer of the Company is not qualified Company Secretary of the Company.
19. Statement On Formal Annual Evaluation of Board
Nomination and Remuneration Committee annually evaluates the performance of individual Directors, Committees, and of the Board as a whole in accordance with the formal system adopted by it. Further, the Board also regularly in their meetings held for various purposes evaluates the performance of all the Directors, committees and the Board as a whole. The Board considers the recommendation made by Nomination and Remuneration Committee in regard to the evaluation of board members and also tries to discharge its duties more effectively. Each Board member's contribution, their participation was evaluated and the domain knowledge they bring. They also evaluated the manner in which the information flows between the Board and the Management and the manner in which the board papers and other documents are prepared and furnished.
20. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date or report.
21. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concerns status and Company's operations in future.
22. Auditors1. Statutory Auditors
Your Company at it's at the 28thAnnual General Meeting held on 28/09/2019 had appointed M/s. M Sahu & Co., Chartered Accountants as Statutory Auditors of the Company for a period of 5 consecutive years i.e., from the 28th Annual General Meeting till 33rd Annual General Meeting at a remuneration as may be fixed by the Board of Directors and Audit Committee in consultation with the Auditors thereof.
There are no qualifications, reservations or adverse remarks made by M/s. M Sahu & Co., Chartered Accountants, the Statutory Auditors of the Company, in their report.
2. Secretarial Auditor
M/s. Devesh Pathak & Associates, Company Secretaries, Ahmedabad were appointed as Secretarial Auditor of the Company to conduct secretarial audit pursuant to the provisions of Section 204 of the Companies Act, 2013. The secretarial audit of the Company has been conducted on a concurrent basis in respect of the matters as set out in the said rules and Secretarial Audit Report given by M/s. Devesh Pathak & Associates, Company Secretaries, Secretarial Auditor of the Company forms part of this report and is marked as Annexure-A.
There are qualifications, reservations or adverse remarks made by M/s. Devesh Pathak & Associates, Company Secretaries, Secretarial Auditor of the Company in their report which are mentioned hereunder:
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Qualifications
|
Explanation
|
|
The Company has not filed the following e-forms during the period under review:
1. MGT-7 (Annual Return) for the financial year ended on 31st March, 2020.
2. MGT-14 pertaining to Board Resolution for Approval to Board's Report, Audited Financial Statements and appointment of Internal Auditor.
3. DIR-12 in respect of change in designation of Ms. Payal Gajjar from 'Additional Director' to 'Director'.
|
The Company missed to file such forms with the MCA within the stipulated time period and such non-filing was not intentional.
However, the Company is in process of complying with the requirements.
|
|
Website of the Company does not contain adequate disclosures as per the requirement of SEBI LODR and the Companies Act, 2013
|
The Company is in process of updation of website.
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|
Qualifications
|
Explanation
|
|
Out of 2,66,45,783 Equity Shares held by Promoters, 2,66,38,351 Equity Shares are dematerialized as on 31st March, 2021.
|
The Board would like to explain on the said observation that the shareholding of the concerned Promoters whose shareholding are yet to be dematerialized have confirmed to initiate the process of converting their shares into demat form.
|
|
The Company has not submitted with BSE Ltd., a declaration on unmodified opinion of along with the Audited Financial Results.
|
Due to inadvertence the Company missed to file the same to BSE and such non-filing was not intentional.
|
|
Paid-up Share Capital of Rs. 61,93,33,330 exceeds the Authorised Share Capital of Rs. 46,45,00,000, as appearing in the master data on MCA Portal.
|
The Company is in process of taking necessary actions for the purpose.
|
|
The Company has made following delays to file compliances with BSE
i. Submission of closure of trading window for the quarter ended 31st March, 2020 by 58 days.
ii. Submission of Compliance Report on Corporate Governance for the quarter ended 31st March, 2020 by 8 days.
iii. Submission of Statement of Investor Complaints for the quarter ended 31st March, 2020 by 4 days.
iv. Submission of Statement of Shareholding Pattern for the quarter ended 31st March, 2020 by 5 days.
v. Submission of Reconciliation of Share Capital Audit Report for the quarter ended 31st March, 2020 by 2 days.
vi. Submission of Annual Secretarial Compliance Report for the year ended 31st March, 2020 by 52 days
|
Due to inadvertence the Company failed to submit such compliances within stipulated time period and such non-filing was not intentional.
Further, Company shall be cautious regarding compliances related to stock exchange in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, so that such situation doesn't arises and the late filing was un intentional.
|
|
Appointed Mr. Mikil Gohil as Company Secretary and Compliance Officer with effect from 1st June, 2020 who then resigned on 13th March, 2021
|
The Company is in process of appointing a Qualified Company Secretary as Compliance Officer.
|
|
The Securities and Exchange Board of India passed an order vide no. WTM/
GM/EFD/60/2018-19 dated 28th September, 2018 mainly in respect of-
i. Restraint on the Company and specified persons from accessing the securities market as well as from buying, selling, or otherwise dealing in securities in any manner whatsoever, either directly or indirectly for a period of 3 years.
ii. Restraint on specified persons from holding any position as Director or Key Managerial Person of any other listed company for a period of 3 years.
|
The Company informed that even after the completion of restraint period of 3 years on 28th September, 2021, the trading accounts have not yet been unfreezed. Being aggrieved by the operation of the said order even beyond the restraint period, an appeal in the regard has been made before the Securities Appellate Tribunal (SAT) and a hearing in the regard is awaited as on the date of this Report.
|
|
The Company had received a Letter No. RD (NWR)/Insp. 206(5)/63/2018-19/5746 dated 24th January, 2020 from the Regional Director, North West Region ('RD') directing the Company to provide records and information mentioned in his letter within 15 days and to keep its Books of Accounts, Statutory Records along with vouchers, supportive documents/papers ready for inspection pursuant to Section 206(5) of the Act.
|
The Company informed that a point wise reply letter dated 27th February, 2020 and the documents had been furnished by the Company to the RD. Consequent to the said reply, the RD had summoned all the present/past, directors and key Managerial Personnel of the Company who are/were holding the office during the period under inspection in order to seek their statement/clarification on the matter.
|
|
Qualifications
|
Explanation
|
|
During the financial year 2019-20 received the following notices in respect of no appointment / delayed appointment of Qualified Company Secretary as a Compliance Officer pursuant to Regulation 6 of LODR by BSE: i. Notice for penalty of Rs. 1,06,200 vide their letter dtd. 15.05.2019 in respect of no appointment of Compliance Officer during the quarter ended on 31st March, 2019;
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The Company has made payment of all the pending fines/penalties imposed vide the aforementioned notices after 31st March, 2021. Accordingly, it can be inferred that the status of the penalties during the year under review is 'not paid'
|
|
ii.
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Notice vide their email dtd. 23.08.2019 for freezing of promoters' holding in respect of no appointment of Compliance Officer during the quarter ended on 31st December, 2018 and non-compliance in respect of fine of Rs. 1,08,560;
|
|
|
iii.
|
Notice vide their email dtd. 25.09.2019 for freezing of promoters' holding in case of non-compliance and non-payment of Rs. 1,06,200 in respect of no appointment of Compliance Officer during the quarter ended on 31st March, 2019;
|
|
|
iv.
|
Notice for penalty of Rs. 87,320 vide their letter dtd. 14.08.2019 in respect of delayed appointment of Compliance Officer during the quarter ended on 30th June, 2019.
|
|
|
v.
|
Notice vide mail dtd. 05.12.2019 for freezing of promoters' holding in respect of delayed appointment of Compliance Officer during the quarter ended on 30th June, 2019 and non-payment of fine of Rs. 87,320.
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|
3. Cost Auditor
The provision of the section 148 of the Companies' act, 2013 read with Rules 14 of the Companies (Audit & Auditors) rules, 2014 is not applicable to the company.
Reporting of Frauds by Auditors:
Pursuant to Section 134 (3) (ca) of the Companies Act, 2013, the Statutory Auditor and Secretarial Auditor have not reported any instances of fraud committed in the Company during the year under review by its Officers or Employees to the Audit Committee or Board under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.
4. Internal Auditor
Mr. Kavit Thakkar is an Internal Auditor
23. Personnel
The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in the Report and marked as Annexure-B. No employee of the Company was in receipt of the remuneration exceeding the limits prescribed in the rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
24. Management's Discussion and Analysis Report
The Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (2) (e) of the Listing Regulations is given as Annexure-C to this report.
25. Corporate Social Responsibility (CSR)
The provisions of Corporate Social Responsibility (CSR) are not applicable to the Company.
26. Conservation of energy, technology absorption and foreign exchange earnings and outgoA. CONSERVATION OF ENERGY:
i. the steps taken or impact on conservation of energy: Nil
ii. the steps taken by the company for utilising alternate sources of energy: None
iii. the capital investment on energy conservation equipment: Nil
B. TECHNOLOGY ABSORPTION:
i. the efforts made towards technology absorption: None
ii. the benefits derived like product improvement, cost reduction, product development or import substitution: None
iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-
a) the details of technology imported: None
b) the year of import: N.A.
c) whether the technology been fully absorbed: N.A.
d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A.
e) the expenditure incurred on Research and Development: Nil
C. Foreign exchange Earnings & Outgo
• Foreign Exchange Earning: NIL
• Foreign Exchange Outgo: NIL
27. Particulars of contracts or arrangements with related parties:
The Company has no material significant transactions with its related parties which may have potential conflict with the interest of the Company at large.
28. Change in Name of the Company
During the year under review, the Company has changed its name from "Kavit Industries Limited" to "Evexia Lifecare Limited" in the Board Meeting held on 22.09.2020 and the same has been approved by the Shareholders in the Annual General Meeting of the Company held on 30.11.2020.
29. Statement regarding the development and implementation of Risk Management Policy
The risk management process is followed by the company to ensure timely identification, categorization and prioritization of operational, financial and strategic business risks. Teams are authorized for managing such risks and updating it to the senior management. The Board and Audit Committee review on regular basis the risk assessment in the company.
30. Prevention of Sexual Harassment at Workplace
As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and rules made there under, your Company has constituted Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment.
Your Directors declared and confirm that, during the year under review, there is no case filed under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
28. Vigil Mechanism:
The Company believes in the conduct of its affairs in a fair and transparent manner to foster professionalism, honesty, integrity and ethical behavior in its employees & stakeholders. The Company has adopted a Whistle Blower Policy as a part of vigil mechanism.
Also, the Code of Business Conduct (Code) lays down important corporate ethical practices that shape the Company's value system and business functions and represents cherished values of the Company.
29. Adequacy of Internal Financial Control
The Company has designed and implemented a process driven framework for Internal Financial Controls ('IFC') within the meaning of the explanation to Section 134(5)(e) of the Act. For the year ended March 31, 2021, the Board is of the opinion that the Company has sound IFC commensurate with the nature and size of its business operations and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the same and identify gaps, if any, and implement new and / or improved controls wherever the effect of such gaps would have a material effect on the Company's operations.
During the year, no reportable material weakness was observed.
30. Directors' Responsibility Statement
In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:
(a) In the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures.
(b) 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 and of the profit and loss of the Company for that period under review.
(c) 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.
(d) The directors have prepared the annual accounts on a going concern basis.
(e) 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.
(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
31. Listing
The equity shares of the Company are listed on BSE and the Company has paid the annual listing fees for the year 2021-22.
32. Corporate Governance
Your Company has been complying with the principals of good Corporate Governance over the years and is committed to the highest standards of compliance. The Report on Corporate Governance is attached as Annexure 'D'
33. Secretarial Standards:
The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.
34. The Details of Application Made or Any Proceeding Pending under the Insolvency and Bankruptcy Code, 2016
During the financial year ended on March 31,2021, there is no application made or any proceeding pending under the INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 of 2016) against the company.
35. The Details of Difference between amount of the Valuation done at the time of One Time Settlement and the Valuation done while Taking Loan from The Banks or Financial Institutions along with the reasons thereof:
Not applicable during the year under review.
36. Acknowledgement:
The Directors place on record their sincere thanks to the Bankers, business associates, consultants, customers, and employees for their continued support extended to your Companies activities during the year under review. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
For and on behalf of board of directors Jayesh R. Thakkar
Date:06/12/2021 Chairman & Managing Director
Place: Vadodara (DIN: 0631093)
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