To,
The Members,
Maa Jagdambe Tradelinks Limited
Your directors have pleasure in presenting their Thirty Ninth 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, 2024.
1. Financial Highlights:
The financial results are summarized below:
(Amount in hundreds)
Particulars
A
Total Revenue
B
Total Expenses
C
Profit/(Loss) Before Exceptional Item and Tax
D
Exceptional Item
E
Tax expense
- Current Tax
- Deferred Tax
F
Profit/(Loss) after Tax
2. Financial Performance:
The Company did not earn any revenue during the current year. The Company's expenses increased from Rs.2,017 hundreds to Rs. 9,594 hundreds. This year there were exceptional item of Rs.1,11,432 hundreds due to which the Company earned a Profit of Rs.1,01,838 hundreds as compared to loss of Rs. 2,017 hundreds incurred during the previous year. The Company is trying hard to grab the market opportunities and make it into a profit-making Company.
3. Dividend & Reserves:
The Board of Directors of your Company has decided not to recommend any dividend on the Equity Shares of the Company during the year under review and no amount of profit earned during the year was transferred to General Reserve.
4. 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.
5. 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 and due to non-payment of Annual Membership Fees, the trading in the shares of the Company is suspended w.e.f. 27.08.2015.
6. Dematerialization of Shares:
99.90% of Company's paid-up Equity Share Capital is in dematerialized form as on 31st March, 2024 and the balance 0.10% is in physical form. The Company's Registrar and Transfer Agent is M/s. Purva Sharegistry (India) Private Limited having their registered office at Unit No.9, Shiv Shakti Industrial Estate, Gr Floor, J R Boricha Marg, Lower Parel, Mumbai - 400 011.
7. Internal Financial Controls:
As required under Section 134 (3)(q) of the Companies Act, 2013 read with Rule 8 (5) (viii) of Companies (Accounts) Rules, 2014, the Company has adequate system of internal control commensurate with its size, scale, nature and complexity of business to ensure that all assets and investments are safeguard against loss from unauthorized use or disposition. These systems provide reasonable assurance in respect of providing financial and operational information, safeguarding the assets of the Company, adhering to the management policies besides ensuring compliance.
8. 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 2023-24.
9. Subsidiaries, Joint Ventures and Associates Companies:
The Company does not have any Subsidiary/ Joint Ventures/ Associate Companies.
10. 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.
11. Statutory Auditors:
(a) The members of the Company at the 38th AGM held on 30th September, 2023 appointed Mr. Girish G. Patwardhan (having Membership No. 042606), Chartered Accountants, Mumbai as the Statutory Auditors of the Company for a term of 5 years and accordingly they hold their office till the conclusion of Annual General Meeting to be held in the year 2027.
(b) Your Directors inform that the Auditors' Report is unmodified i.e. it does not contain any qualifications, reservations or adverse remark or disclaimer as presented by the Statutory Auditors. All the details read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not call for further comments.
12. 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. Abhilasha 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, 2024 is annexed to this report as Annexure A.
13. 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.
14. Reporting of Fraud by Auditors:
During the year, the Statutory Auditors and Secretarial Auditor have not reported, any incident of fraud committed in your Company by its Officers or Employees, to the Audit Committee and / or to the Board under Section143(12) of the Companies Act, 2013.
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 / Ministry of Corporate Affairs.
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. 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.
18. Human Resources:
Your Company has always aspired to build a culture that demonstrates world-class standards in safety, environment and sustainability. People are our most valuable asset and we are committed to provide all our employees, a safe and healthy work environment. Our culture exemplifies our core values and nurtures innovation, creativity and diversity. We ensure alignment of business goals and individual goals to enable our employees to grow on personal as well as professional front.
19. Meetings of the Board of Directors:
The Board of Directors duly met 5 (five) 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.
20. 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.
21. Foreign Exchange Earnings / Outgo:
The Company has neither incurred any expenditure nor earned any income in foreign exchange.
22. Directors and Key Managerial Personnel:
(1) Resignation of Independent Director:
Mr. Ravikant Kailashchandra Modi (holding DIN 06479629) resigned from the position of Independent Director of the Company with effect from close of business hours of 26th May, 2023.
(2) Appointment of Directors retiring by rotation:
Mr. Harish Kanta Srivastava (holding DIN 06874778), Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for reappointment.
(3) Declaration by Independent Directors:
The Company has received declarations from Independent Director of the Company confirming that 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:
The particulars 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 Y ear 20232024 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 2023-2024 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-avis 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 2023-2024, 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.
32. Audit Committee:
The Audit Committee is comprised of three directors. The composition of the Audit Committee is as follows:
No.
1.
2.
3.
4.
# Upto 26-05-2023 * From 26-05-2023
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:
All the recommendations made by the Nomination and Remuneration Committee were accepted by the Board.
34. Corporate Governance:
Good corporate governance underpins the way we conduct business. Your Directors reaffirm their continued commitment to the highest level of corporate governance practices. Your Company fully adheres to the standards set out by the SEBI for corporate governance practices. Your Company is consistent in maintaining the exemplary standards of corporate governance in the management of its affairs and ensuring its activities reflect the culture we wish to nurture with our colleagues and other stakeholders.
35. Secretarial Standards of ICSI:
During the year under review, the Company has complied with Secretarial Standards 1 and 2, issued by the Institute of Company Secretaries of India (ICSI) read with the MCA circulars issued from time to time.
36. 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:
Name and Designation
Harish Kanta Srivastava (Director)
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.
37. 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.
38. 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, 2024, 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, 2024 and of the profit 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.
39. Cyber security governance:
Cyber security governance includes a board member overseeing the cybersecurity
strategy and the executive management team, accountable for managing cybersecurity.
The Senior Management track all the recent happenings related to cyber security risks on
ongoing and periodical basis and solves the related issues.
40. Acknowledgment:
Your director would like to express earnest regard to all employees for their ardent enthusiasm and interminable efforts directed towards lodging significant and effective contributions to the Company. Our heartiest gratitude is further undertaken to be rendered to all our stakeholders. We look forward for bestowal of your continued support and solidarity in future as we diligently strive to deliver enhanced value for our stakeholders.
For and on behalf of the Board
Registered Office:
Shop No. 7, Ground Floor, A Wing, Navkar Building, Yashwant Gaurav Complex, Nalasopara (West),
Palghar - 401 203.
Dated: 31st August, 2024
Sd/-
Harish Kanta Srivastava
Sanjay Trivedi
DIN:06874778
DIN:09216074
Director