To,
The Members'
IND AGIV COMMERCE LIMITED
Our Directors are pleased to present the 35th (Thirty Fifth) Annual Report
on the business and operations of the Company together with the Audited Statement of
Accounts for the financial year ended as on 31st March 2021.
1. STATE OF AFFAIRS OF THE COMPANY:
a) FINANCIAL RESULTS
|
Standalone |
Consolidated |
| Particulars |
Current Year ended 31.03.2021 |
Previous Year ended 31.03.2020 |
Current Year ended 31.03.2021 |
Previous Year ended 31.03.2020 |
|
(Rs. in Lac) |
(Rs. in Lac) |
| Revenue from Operations & other Income |
851.22 |
1202.35 |
903.10 |
1375.80 |
| Profit/Loss before Depreciation, Finance Cost and Taxation |
-16.61 |
226.52 |
-53.32 |
233.43 |
| Less: Finance Cost |
140.08 |
176.61 |
141.38 |
179.97 |
| Less: Depreciation & Amortization |
19.00 |
19.38 |
21.31 |
20.80 |
| Exceptional Items |
|
|
26.06 |
|
| Profit before Taxation |
-175.69 |
30.53 |
-241.10 |
32.66 |
| Less: Prov. for Taxation |
|
|
|
|
| - Current |
|
6.88 |
|
7.76 |
| - Deferred |
|
3.40 |
|
3.42 |
| - Short (Excess) Provision of earlier years |
(3.77) |
0 |
(5.64) |
0 |
| Profit /Loss after Taxation |
-171.92 |
20.25 |
-235.46 |
21.48 |
| Amount available for appropriation |
|
|
|
|
| Transfer to Special Reserve Fund |
|
20.25 |
|
21.48 |
| Proposed Dividend |
0 |
0 |
0 |
0 |
| Tax on Dividend |
0 |
0 |
0 |
0 |
| Balance carried to Balance Sheet |
|
|
|
|
| (1) Basic |
(17.19) |
2.03 |
(23.55) |
2.03 |
| (2) Diluted |
(2.03) |
2.03 |
(23.55) |
2.03 |
There is no change in the nature of business of the Company.
b) PERFORMANCE REVIEW:
i) Standalone
The Company achieved Service Turnover of Rs.7.95 Cr during the year under consideration
as compared to Service Turnover of Rs.11.26 Cr achieved during the previous year, which
represents decrease of about 29%. Reduction in Service Turnover is mainly due to Lockdown
and Project sites are not available for Execution orders, though company orders on hand
worth Rs.15.00 Cr. Net Loss after tax during the year under consideration is Rs.171.91
Lacs as against net profit after tax of Rs.20.25 Lacs during the previous year. Our
directors are making constant endeavor to explore new areas to achieve higher turnover and
profitability.
ii) Consolidated
The Group achieved Service Turnover of Rs.8.49 Cr. during the year under consideration
as compared to Service Turnover of Rs.12.96 Cr achieved during the previous year. The
consolidated net Loss after tax during the year under consideration is Rs.235.46 Lacs as
against consolidated net profit after tax of Rs.21.48 Lacs during the previous year.
2. DIVIDEND:
Considering the impact of COVID-19 Pandemic on business operations, it is necessary for
the Company to conserve cash. Hence, The Board of Directors of the Company has decided not
to recommend any Dividend for the Financial Year 2020-21.
3. TRANSFER TO RESERVE:
During the year under review, the Company has not made any profit and hence no amount
is transferred to reserves for Financial Year 2020-21.
4. DIRECTORS:
a. Appointment and Change in Designation of Director
On the recommendation of Nomination & Remuneration Committee, the Board of
Directors of the Company proposed the appointment of Mr. Vashdev B. Rupani as Chairman cum
Non-Executive Director with the approval of Shareholders in 35th Annual General
Meeting and change the designation of Mr. Hitesh V. Kaswa from Independent director to the
Executive Director and Ms. Sushila B. Rupani from Director to Non-Executive Director of
the Company.
b. Retire by Rotation
In accordance with the provisions of Section 152 of the Act and the Company's Articles
of Association Ms. Sushila B. Rupani (DIN: 02662096) and Mr. Ranjan Chona (holding DIN:
02652208) of the Company are liable to retire by rotation at the ensuing Annual General
Meeting (AGM) and being eligible, have offered themselves for re-appointment.
c. Declaration of independence by the Independent Directors
Pursuant to Section 149(7) of the Companies Act, 2013, independent directors of the
Company have made a declaration confirming the compliance of the conditions of the
independence stipulated in Section 149(6) of the Act.
During the year under review, pursuant to Section 134(3)(d) of the Act, declarations
were received from all Independent Directors of the Company confirming that they fulfill
the "criteria of independence" specified in Section 149(6) of the Act and
Regulation 16(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.
d. Key Managerial Personnel:
In accordance with the provisions of Section 203 of the Act the following are the Key
Managerial Personnel of the Company.
| Sr. No. |
Name |
Designation |
| 1 |
Mr. Lalit Lajpat Chouhan |
Managing Director & CFO |
| 2 |
Mr. Tauseef Ahmed |
Company Secretary |
e. Nomination and Remuneration Policy:
The Company has adopted a Policy on Directors' appointment and remuneration including
criteria for determining qualifications, positive attributes, Independence of a Director
and other matters provided under Section 178 (3) of the Act. The remuneration paid to the
Directors is as per the terms laid out in the Nomination and Remuneration policy of the
Company.
The said Policy lays down the guidelines to be followed in relation to:
A. Appointment of the directors and key managerial personnel of the Company;
B. Fixation of the remuneration of the directors, key managerial personnel and other
employees of the Company: and
C. Evaluation of performance of directors, key managerial personnel and other employees
of the Company.
The objective of this Policy is to inter-alia:
A. Attract, recruit and retain good and exceptional talent;
B. List down the criteria for determining the qualifications, positive attributes and
Independence of the Directors of the Company;
C. Ensure that the remuneration of the Directors, key managerial personnel and other
employees is performance driven, motivates them, recognizes their merits and achievements
and promotes excellence in their performance;
D. Motivate such personnel to align their individual interests with the interests of
the Company and further the interests of its stakeholders;
E. Ensure a transparent nomination process for directors with the diversity of thought,
experience, knowledge, perspective and gender in the Board; and
F. Fulfill the Company's objectives and goals, including in relation to good corporate
governance, transparency and sustained long-term value creation for its stakeholders.
The Nomination and Remuneration Policy of the Company can be viewed on website of the
Company at https://www.agivavit.com .
f. Manner of Formal Evaluation of Board of Its Performance and that of Its Committees
& Individual Director
During the year under review, performance evaluation of the Board as a whole and that
of its Committees and Individual Directors have been carried out as per the provisions of
the Act. All Independent Directors of the Company at their meeting held on 15th
January, 2021 have evaluated the performance of the Board as a whole, Committees of Board,
the Chairman of the Company and the Non independent Directors as per the criteria adopted
by the Nomination, Remuneration and Compensation Committee and the Board.
The performance evaluation of the Board was based on various parameters such as
qualification of Board Members, their diversity of experience and background, whether the
Members of the Board met all applicable independence requirements, sufficient number of
Board meetings and Committee meetings etc. The performance of the individual Directors was
evaluated on parameters such as qualifications, experience, independence, participation in
Board Meetings and Committee Meetings, etc.
The evaluation of the Independent Directors was carried out by the entire Board
excluding the Independent Director being evaluated.
The Directors were satisfied with the evaluation results, which reflected the overall
engagement of the Board and its Committees with the Company.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report on the business outlook and performance
review for the year ended 31st March, 2021, as stipulated in Regulation 34 read
with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, is available as a separate section which forms part of the Annual Report in
"Annexure-i".
6. MEETINGS OF THE BOARD OF DIRECTORS & COMMITTEES OF THE BOARD
a. Board Meetings
Even though the company is exempted from Corporate Governance as per Regulation 15 of
SEBI (LODR) Regulation, 2015, the Company is committed to maintain the highest standards
of corporate governance. The Company has formed statutory committees as prescribed by the
Companies Act, 2013.
Four Board meetings were held during the Financial Year 2020-21. The details of Board
meetings are given below;
| Sr. No. |
Date |
Directors Entitled to Attend BM |
Directors Attended BM |
| 1 |
31/07/2020 |
8 |
7 |
| 2 |
15/09/2020 |
8 |
8 |
| 3 |
11/11/2020 |
8 |
6 |
| 4 |
12/02/2021 |
8 |
6 |
b. Board Committee
Composition of Board Committees:
The Audit Committee of the Board of Directors of the Company comprises of the following
members as on 31st March 2021:
| I) Audit Committee |
II) Nomination & Remuneration Committee |
III) Stakeholders Relationship Committee |
| Kishin Mulchandani |
Kishin Mulchandani |
Kishin Mulchandani |
| Independent Director (Chairman of the Committee) |
Independent Director (Chairman of the Committee) |
Independent Director (Chairman of the Committee) |
| Champak Shah |
Champak Shah |
Champak Shah |
| Independent Director |
Independent Director |
Independent Director |
| Ranjan Chona |
Ranjan Chona |
Ms. Sushila B. Rupani |
| Executive Director |
Executive Director |
Non-Executive Director |
| Hitesh Kaswa |
Hitesh Kaswa |
Hitesh Kaswa |
| Independent Director |
Independent Director |
Independent Director |
During the year the composition of the committees has been changed in lines with the
Companies Act, 2013. Terms of Reference and other details of Board Committees:
I. Audit Committee:
The Audit Committee of the Company is entrusted with the responsibility to supervise
the Company's internal controls and financial reporting process and inter alia performs
the following functions: -
s Oversight of the company's financial reporting process and the disclosure of its
financial information to ensure that the financial statement is correct, sufficient and
credible; s Recommendation for appointment, remuneration and terms of appointment of
auditors of the company and approval of payment to statutory auditors for any other
services rendered by the statutory auditors; s Reviewing, with the management, the annual
financial statements and auditor's report thereon before submission to the board for
approval,
s Reviewing, with the management, the quarterly financial statements before submission
to the board for approval;
s Reviewing and monitoring the auditors' independence and performance, and
effectiveness of audit process; s Approval or any subsequent modification of transactions
of the company with related parties; s Scrutiny of inter-corporate loans and investments;
s Valuation of undertakings or assets of the company, wherever it is necessary; s
Evaluation of internal financial controls and risk management systems;
s Reviewing, with the management, performance of statutory and internal auditors,
adequacy of the internal control systems;
s Reviewing the adequacy of internal audit function,
s Discussion with internal auditors of any significant findings and follow up there on;
s Reviewing the findings of any internal investigations by the internal auditors into
matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material
nature and reporting the matter to the board;
s Discussion with statutory auditors before the audit commences, about the nature and
scope of audit as well as post-audit discussion to ascertain any area of concern;
s Review of the functioning of the Whistle Blower mechanism and all redressal
mechanisms and forums required under the Companies Act 2013;
s Carrying out any other function as is mentioned in the terms of reference of the
Audit Committee. s Review the Management discussion and analysis of financial condition
and results of operations;
s Review Statement of significant related party transactions (as defined by the Audit
Committee), submitted by management;
s Review Management letters / letters of internal control weaknesses issued by the
statutory auditors; s Review Internal audit reports relating to internal control
weaknesses; and
s Review of the appointment, removal, performance, independence and terms of
remuneration of the Chief internal Auditor
s Review of the regular internal reports to management prepared by the internal auditor
as well as management's response there to;
s Review of the findings of any internal investigations by the internal auditors into
matters where there is suspected fraud or irregularity or a failure of internal control
systems of a material nature and reporting the matter to the Board;
s Evaluating internal financial controls and risk management systems;
II. Nomination & Remuneration Committee:
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Key Managerial Personnel,
Senior Management and their remuneration as under:
s Identify persons who are qualified to become directors and who may be appointed in
senior management in accordance with the criteria laid down, recommend to the Board their
appointment and removal and shall carry out evaluation of every director's performance.
s The Nomination and Remuneration Committee shall formulate the criteria for
determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy, relating to the remuneration for the directors, key
managerial personnel and other employees.
III. Stakeholder Relationship Committee:
The stakeholder's relationship committee has the mandate to review and redress
shareholders grievances. The Committee expresses satisfaction with the Company's
performance in dealing with the investor grievances and its share transfer system.
7. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors confirm the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
(a) That in the preparation of the annual accounts, the applicable accounting standards
have been followed along with proper explanation relating to material departures, if any;
(b) That the Directors have selected such accounting policies and applied them
consistently. There is a change in accounting estimate of useful life of transport
vehicles based on technical assessment and the Directors have 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 at the end of the financial year and of the profit/ loss of the Company for
that period;
(c) That 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) That 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) That the Directors had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
8. STATUTORY AUDITORS
The members of the Company at the Annual General Meeting were held on 16th
December, 2020, approved the appointment of M/s. S. DEDHIA & Co., Chartered
Accountants, ICAI Firm Registration # 117695W, as the Statutory Auditors of the Company to
hold the office from the conclusion of the 34th Annual General Meeting (AGM)
until the conclusion of 39th AGM of the Company to be held in the year 2025.
9. AUDIT REPORT
The Auditor's Report, on the Standalone and Consolidated Financial Statements for the
Financial Year 2020-21 forms part of this Annual Report and does not contain any
qualifications, reservations, or adverse remarks or disclaimer.
10. SECRETARIAL AUDIT REPORT
In accordance to the provisions of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had
appointed M/s. S.S. Rauthan & Associates, Practicing Company Secretaries, Membership #
FCS 4807 & CP # 3233, to conduct Secretarial Audit for the Financial Year 2020-21.
The Report of the Secretarial Auditor is annexed hereto as Annexure II. The said Report
does not contain any qualification, reservation or adverse remark except one reservation
as follows;
During the year under review, BSE limited had issued notice to the Company for
non-compliance with Regulation 33 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with respect to late submission of Audited Financial
Results for the year ended 31/03/2021 and subsequently stock exchanges have levied fine on
the Company of Rs.30,000/- (exclusive of taxes) and same has been placed in next meeting
of the Board of Directors of the Company.
On which Company clarified to the Secretarial Auditor that:
The Company has filed Audited Financial Results for the year ended 31/03/2021 on 5th
July, 2021 i.e. 5 days after due date 30th June 2021 due to CoVID-19 Pandemic
and resignation of Auditor in Subsidiary Company.
11. REPORTING OF FRAUDS
During the year under review, Management has pointed out to the Statutory Auditors that
there is a Cash embezzlement by one of its Employees by way of posting wrong entries in
Accounts, necessary steps have been taken and corrective and written submissive statements
are recorded to safeguard company's interest.
12. ACCOUNTING TREATMENT
The Accounting Treatment is in line with the applicable Indian Accounting Standards
(IND-AS) recommended by the Institute of Chartered Accountants of India and prescribed by
the Central Government.
13. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS AND THEIR
ADEQUACY
Our Company has in place adequate internal financial controls with reference to
financial statements, commensurate with the size, scale and complexity of its operations,
which also ensures that all assets are safeguarded and transactions are authorized,
recorded and reported correctly. During the year, such controls were tested and no
reportable material weaknesses in the design or operation were observed.
14. RISK MANAGEMENT POLICY
The Company has in place a mechanism to identify, assess, monitor and mitigate various
risks to key business objectives. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis. In the
Board's view, there are no material risks, which may threaten the existence of the
Company.
15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES AND POLICY ON RELATED
PARTY TRANSACTIONS:
The particulars of Contracts or Arrangements made with related parties made pursuant to
Section 188 and Accounting Standard AS-18 furnished in Form AOC-2 is attached herewith as
Annexure V and forms part of this Report. The Board of Directors of the Company has, on
the recommendation of the Audit Committee, adopted a policy to regulate transactions
between the Company and its Related Parties, in compliance with the applicable provisions
of the Companies Act 2013, the Rules thereunder and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and also in compliance with Accounting
Standards on "Related Party Disclosure". This Policy was considered and approved
by the Board.
Following is the Disclosure as required under Para A. Schedule V of SEBI (LODR)
Regulation, 2015:
| Sr. In the Accounts of No. |
Disclosures of amounts at the year end and the maximum amounts of
loans/advances/investment outstanding during the year. |
| 1 Subsidiary Company |
Particulars |
Amount (in Lakhs) |
| RST Technologies Pvt. Ltd. |
Purchase & Service Charges |
14.26 |
| Sales & AMC Services |
8.86 |
| Sr. In the Accounts of No. |
Disclosures of amounts at the year end and the maximum amounts of
loans/advances/investment outstanding during the year. |
| 1 Associate Company |
Particulars |
Amount (in Lakhs) |
| Datapoint Impex Pvt. Ltd. |
Purchase & Service Charges |
255.09 |
| Sales & AMC Services |
2.66 |
|
|
|
16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013,
the Company has established a vigil mechanism and overseas through the committee, the
genuine concerns expressed by the employees and other Directors. The Company has also
provided adequate safeguards against victimization of employees and Directors who express
their concerns. The Company has also provided direct access to the chairman of the Audit
Committee on reporting issues concerning the interests of co-employees and the Company.
The Policy has been uploaded on the website of the Company http://www.agivavit.com .
17. PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES BY THE COMPANY:
The Company has not made any Investment, given guarantee and securities during the year
under review. Therefore no need to comply provisions of section 186 of Companies Act,
2013.
18. EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the
Companies (Management and Administration) Rules, 2014, an extract of the Annual Return in
Form MGT-9 is attached herewith as Annexure IV and forms part of this Report.
The Annual Return for the Financial Year 2020-21 has been placed on the Company's
website http://www.agivavit.com under the "Investors" Tab.
19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Consolidated Financial Statements of the Company include the Financial Statements
of RST Technologies Pvt. Ltd., the wholly owned subsidiary of the Company for the
Financial Year 2020-21. The Financial Statements of RST Technologies Pvt. Ltd. are also
placed on the website of the Company. Any Member desirous of obtaining a copy of the said
Financial Statements may send an E-mail to the Company Secretary at investor@agivavit.com
for the same.
During the year under review, companies listed below are Company's subsidiaries, joint
venture and / or associate companies;
| NAME OF THE SUBSIDIARY |
REMARKS |
| RST TECHNOLOGIES PVT. LTD. |
100% SUBSIDIARY |
| DATAPOINT IMPEX PVT. LTD. |
ASSOCIATES |
The Report on the performance and financial position of RST Technologies Pvt. Ltd. And
Datapoint Impex Pvt. Ltd. in Form AOC-1 pursuant to first proviso to Sub-section (3) of
Section 129 of the Act and Rule 5 of 9Companies (Accounts) Rules, 2014 is annexed to this
Report as Annexure V.
20. COMPLIANCE WITH SECRETARIAL STANDARDS
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating
to 'Meetings of the Board of Directors' and 'General Meetings' respectively have been duly
followed by the Company.
21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS
RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which this Financial Statements
relate and the date of this Report.
In view of recent surge in Covid-19 cases few states re-enforced lockdown like
restrictions for a short period which currently is not expected to have any significant
impact on company's operations/ results. The company continues to remain vigilant and
cautious in this regard.
22. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The provisions of Section 134(3) (m) of the Companies Act, 2013, relating to
conservation of energy and technology absorption are not applicable to the Company.
However, the Company has been continuously and extensively using technology in its
operations.
There has been no foreign exchange earnings and foreign exchange outgo during the year
under review.
23. CORPORATE SOCIAL RESPONSIBILITY:
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the provisions of Section 135 of the Companies Act, 2013 are not
applicable.
24. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
& REDRESSAL) ACT, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013. The Company is committed to provide a work environment, which is free from
discrimination and unlawful harassment at workplace. An appropriate complaint mechanism in
the form of 'Internal Complaints Committee' has been created in the Company for time-
bound Redressal of the complaint made by the victim.
The members of the Committee provide for the following measures for safety of the women
employees at workplace:
a. To formulate the Anti-Sexual Harassment Policy in order to ensure the prevention of
sexual harassment and safety of women employees at work place;
b. To conduct the meeting in case of any complaint received in writing from any women
employees, to settle the grievances and to ensure the proper compensation in case of any
misconduct, harassment with the women employees;
c. Provide a safe working environment at the workplace;
d. Organize workshops and awareness programme at regular intervals. There was no
compliant received by the Company during the year under the aforesaid Act.
25. GENERAL
Our Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions/ events during the year under review:
a) Details relating to deposits covered under Chapter V of the Act.
b) Change in nature of Company's business.
c) Details of significant and material orders passed by Regulators or Courts or
Tribunals impacting the going concern status and the Company's operations in future.
26. ACKNOWLEDGMENT
Our Directors would like to place on record their deep sense of gratitude to Bankers,
Government Authorities and Shareholders. The Directors place on record their sincere
appreciation to all employees of the Company for their unstinted commitment and continued
contribution to the Company.
|