Yamini Investments Company Limited
The Directors have pleasure in presenting their 36th Director Report &Annual Report of the Company together with the Audited Statement of Accounts for the yearended 31st March 2019.
The summary of the financial performance of the Company for the year ended 31st March2019 as compared to the previous year is as below:
|Particulars ||Year ended 31.03.2018 ||Year ended 31.03.2019 |
| ||(Amount in Rs.) ||(Amount in Rs.) |
|Total Income ||45677029.00 ||22032930.00 |
|Total Expenditure ||43849081.00 ||19740860.00 |
|Profit/(Loss) before Tax ||1827948.00 ||2297070.00 |
|Profit/(Loss) After Tax ||1499459.00 ||1869566.00 |
|Paid up Share Capital ||525726400.00 ||525726400.00 |
|Reserve And Surplus ||139640490.00 ||141510056.00 |
FINANCIAL PERFORMANCE & HIGHLIGHTS
The Company has earned profit after tax of Rs. 1869566/- (Rs. Eighteen Lakhs SixtyNine Thousand Five Hundred Sixty Six Only) during the current financial year as againstRs. 1499459/- (Rs. Fourteen Lakhs Ninety Nine Thousand Four Hundred Fifty Nine Only)earned during the previous financial year. Profit before tax is 2297070/-(Twenty TwoLakhs Ninety Seven Thousand and Seventy only)as compared to 1827948/-(Eighteen LakhsTwenty Seven Thousand Nine Hundred Fourty Eight only) in previous year.
RESERVES & SURPLUS
There is no amount transferred in general reserve or special reserve from the Currentyear profit.
To maintain the liquidity of funds the Board of Directors has decided not to declareany dividend for this financial year 2018-19. The Board assures you to present a muchstrong financial statements in coming years.
As on 31.03.2019 the company has accepted any deposits within the meaning of Section73 (1) and 74 of the Companies Act 2013 read together with the companies (Acceptance ofDeposits) Rules2014.
CHANGE IN NATURE OF BUSINESS
There is no change in nature of business of the Company during the year.
CHANGES IN SHARE CAPITAL
The paid up equity share capital as on 31st March 2019 was Rs.525726400/- (Fifty Two Crore Fifty seven Lakhs Twenty Six Thousand four hundred ).Thereis no change in the capital structure of the company during the year as no new shareswere issued and there is no capital reduction or restructuring done by the Company duringthe period under consideration.
As per the directions of SEBI and the Bombay Stock Exchange Ltd. accordingly thecompany has been adhering to the directions and guidelines as required. The report on thecode of corporate governance is annexed separately in this Annual report.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI.
In compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations 2015 reporton the Corporate Governance along with a certificate from the Statutory Auditors of theCompany on compliance with the provisions is annexed and forms part of the Annual Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy Technology Absorption Foreign Exchange Earnings and Outgo areas under:
a) Conservation of Energy:
Since the company is not engaged in any manufacturing activity issues relating toconservation of energy are not quite relevant to its functioning.
b) Technology Absorption:
Since the company is not engaged in any manufacturing activity issues relating toTechnology Absorption are not quite relevant to its functioning.
|c) Foreign Exchange Earnings/Outgo: || |
|Earnings ||NIL |
|Outgo ||NIL |
PARTICULARS OF LOAN GUARANTEE AND INVESTMENTS UNDER SECTION 186
During the period under review the loans advance and guarantees were provided by theCompany under the provisions of Section 186 of Companies Act 2013 is given in the balancesheet and schedule of Loans and Advances.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Save as mentioned elsewhere in this Report no material changes and commitmentsaffecting the financial position of the Company has occurred between the ends of thefinancial year of the Company 31st March 2019 till the date of this report.
RISK MANAGEMENT POLICY
The Board of Directors of the Company are of the view that currently no significantrisk factors are present which may threaten the existence of the company.
During the year your Directors have an adequate risk management policy in placecapable of addressing those risks. The company manages monitors and reports on theprincipal risks and uncertainties that can impact its ability to achieve its strategicobjectives. The Audit Committee and Board of Directors review these proceduresperiodically. The company's management systems organizational structures processesstandards code of conduct and behaviour together form a complete and effective RiskManagement System (RMS).
The Board of the Company as on 31.03.2019 was as follows:
|Sr. No. ||Name Of Directors ||Designation ||Date of Appointment |
|1. ||Mrs. Vandana Agarwal ||Whole Time Director ||24.01.2013 |
|2. ||Ms. Arzoo Bimal Patodia* ||Additional Independent Director ||14.11.2018 |
|3. ||Mr. Satanand Pandey** ||Additional Independent Director ||14.11.2018 |
|4. ||Mr. Ramesh Kumar Kanodia*** ||Additional Independent Director ||14.11.2018 |
|5. ||Mr. Surendra Kumar Sharma# ||Independent Director ||17.01.2015 |
|6. ||Mr. Deep Chand Sharma## ||Independent Director ||17.01.2015 |
|7. ||Mr. Mukesh Mittal@ ||Executive Director ||24.01.2013 |
The following directors resigned during and after the closure of financial year i.e.31.03.2019 but before the adoption of Director Report for F.Y. 2018-19:
*Ms. Arzoo Bimal Patodia appointed as Additional Independent Director w.e.f. 14thNovember 2018. ** Mr. Satanand Pandey appointed as Additional Independent Director w.e.f.14th November 2018. *** Mr. Ramesh Kumar Kanodia appointed as AdditionalIndependent Director w.e.f. 14th November 2018. # Mr. Surendra Kumar Sharmaresigned from directorship w.e.f. 14th November 2018. ## Mr. Deep Chand Sharmaresigned from directorship w.e.f. 14th November 2018. @Mr. Mukesh Mittalresigned from directorship w.e.f. 20th April 2019.
The Companies Act 2013 provides for the appointment of independent directors.Sub-section (10) of Section 149 of the Companies Act 2013 provides that independentdirectors shall hold office for a term of up to five consecutive years on the board of acompany; and shall be eligible for re-appointment on passing a special resolution by theshareholders of the Company.
Further according to Sub-section (11) of Section 149 no independent director shall beeligible for appointment for more than two consecutive terms of five years. Sub-section(13) states that the provisions of retirement by rotation as defined in Sub-sections (6)and (7) of Section 152 of the Act shall not apply to such independent directors.
Reg. 17 of SEBI (LODR) Regulations 2015 of mandates that the Board shall monitor andreview the Board evaluation framework. The Companies Act 2013 states that a formal annualevaluation needs to be made by the Board of its own performance and that of its committeesand individual directors. Schedule IV of the Companies Act 2013 states that theperformance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated
Pursuant to the provisions of section 134(3)(p) of the Companies Act 2013 theevaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe corporate governance report section in this Annual Report. The Board approved theevaluation results as collated by the nomination and remuneration committee.
MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWNPERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 and the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the performance evaluation of theIndependent Directors was completed.
The evaluation framework for assessing the performance of directors of your companycomprises of contribution at meetings strategies perspective or inputs regarding thegrowth and performance of your company among others.
The performance evaluation of the Chairman and the Non-Independent Directors wascarried out by the Independent Directors. The Board of Directors expressed theirsatisfaction with the evaluation process.
Details of program for familiarization of Independent directors of the company areaccessible on yours company website at https://www.yaminiinvestments.com/policies.html.
NUMBER OF MEETINGS OF THE BOARD
The Board met 7 times during the financial year the details of which are given in thecorporate governance report that forms part of this Annual Report. The intervening gapbetween any two meetings was within the period prescribed by the Companies Act 2013.
MEETING OF INDEPENDENT DIRECTORS:
Pursuant of the provision of Section 149 (8) of the Companies Act 2013 read withSchedule IV and Regulation 25 of SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015 the Independent Directors of the Company held their meeting on 11thFeb 2019 reviewed the performance of non- independent directors and the Board as a wholeincluding the Chairperson of the Company views expressed by the executive directors andnon- executive directors at various level and quantified the quality quantity andtimeliness of flow of information between the Company management and the Board andexpressed satisfaction.
CHANGE IN DIRECTORS AND KMP DURING THE YEAR:
|Sr. No. ||Name Of Directors ||Nature of change ||Date of change |
|1. ||Mr. Deepak Gupta ||Resignation from the post of Independent Directorship ||30.04.2018 |
|2. ||Mr. Vikram ||Resignation from the post of Independent Directorship ||30.04.2018 |
|3. ||Mr. Narayanjee Thakur ||Resignation from the post of Independent Directorship ||30.04.2018 |
|4. ||Mr. Deep Chand Sharma ||Resignation from the post of Independent Directorship ||14.11.2018 |
|5. ||Mr. SurendraKumar Sharma ||Resignation from the post of Independent Directorship ||14.11.2018 |
|6. ||Ms. Arzoo Bimal Patodia ||Appointed as Additional Director in a non-executive Independent Director capacity ||14.11.2018 |
|7. ||Mr. Satanand Pandey ||Appointed as Additional Director in a non-executive Independent Director capacity ||14.11.2018 |
|8. ||Mr. Ramesh Kumar Kanodia ||Appointed as Additional Director in a non-executive Independent Director capacity ||14.11.2018 |
|9. ||Mr. Alkesh Mahavir Patidar ||Appointed as Compliance Officer cum Company secretary of the Company ||10.08.2018 |
|10. ||Mr. Nayankumar Gamdha ||Resignation from the post of Compliance Officer cum Company secretary of the Company ||08.05.2018 |
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is available onthe website on this link: https://www.yaminiinvestments.com/policies.html
The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Subsection (3) of Section 178 of the Companies Act 2013adopted by the Board are stated in this Board report. We affirm that the remunerationpaid to the directors is as per the terms laid out in the nomination and remunerationpolicy of the Company.
TRAINING OF INDEPENDENT DIRECTORS
Every new independent director of the Board attended an orientation program. Tofamiliarize the new inductees with the strategy operations and functions of our Companythe executive directors / senior managerial personnel make presentations to the inducteesabout the Company's strategy operations product and service offerings markets softwaredelivery organization structure finance human resources technology qualityfacilities and risk management.
The Company has organized the following workshops for the benefit of Directors andIndependent Directors: (a) a program on how to review verify and study the financialreports; (b) a program on Corporate Governance; (c) provisions under the Companies Act2013; and (d) SEBI Insider Trading Regulation 2015.
Further at the time of appointment of an independent director the Company issues aformal letter of appointment outlining his/her role functions duties andresponsibilities as a director.
SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
During the year none of Companies became and ceased as Subsidiaries joint ventures orassociate companies of the Company.
COMMITTEES OF THE BOARD
Currently the Board has four committees: 1. Audit Committee 2. Nomination andRemuneration Committee 3. Stake Holders Relationship Committee 4. Risk ManagementCommittee.
A detailed note on the Board and its committees is provided under the corporategovernance report section in this Annual Report.
DECLARATION AND DISCLOSURE BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and specified under Regulation16(1)(b) of the LODR Regulation 2015 in respect of their position as an
"Independent Director" of Company.
Pursuant to the provisions of Section 134 of the Companies Act 2013 with respect tothe declaration given by the Independent Director of the Company under Section 149(6) ofthe Companies Act 2013 the Board hereby confirms that all the Independent Directors havegiven declarations and further confirms that they meet the criteria of Independence as perthe provisions of Section 149(6) read with SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.
INDEPENDENT DIRECTORS DECLARATIONS
In the opinion of the Board the independent directors are individually person ofintegrity and possess relevant expertise and experience.
The Independent Directors under section 149(6) of the Companies Act 2013 declaredthat:
1. They are not a promoter of the Company or its holding subsidiary or associatecompany;
2. They are not directors in the company its holding subsidiary or associate company.
3. The independent Directors have/had no pecuniary relationship with company itsholding subsidiary or associate company or their promoters or directors during the twoimmediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had pecuniaryrelationship or transaction with the company its holding subsidiary or associatecompany or their promoters or directors amounting to two percent. or more of its grossturnover or total income or fifty Lakhs rupees or such higher amount as may be prescribedwhichever is lower during the two immediately preceding financial years or during thecurrent financial year;
5. Independent Director neither himself nor any of his relatives holds or has held theposition of a key managerial personnel or is or has been employee of the company or itsholding subsidiary or associate company in any of the three financial years immediatelypreceding the financial year in which he is proposed to be appointed; is or has been anemployee or proprietor or a partner in any of the three financial years immediatelypreceding the financial year in which he is proposed to be appointed of a firm ofauditors or company secretaries in practice or cost auditors of the company or itsholding subsidiary or associate company; or
DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THECOMPANIES ACT 2013
The financial statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the historical cost convention on accrual basis.
GAAP comprises mandatory accounting standards as prescribed under Section 133 of theCompanies Act 2013 ('the Act') read with Rule 7 of the Companies (Accounts) Rules 2014the provisions of the Act (to the extent notified) and guidelines issued by the Securitiesand Exchange Board of India (SEBI).
There are no material departures from prescribed accounting standards in the adoptionof these standards. The directors hereby confirm that:
1. In preparation of the annual accounts for the financial year ended March 31 2019the applicable accounting standards have been followed.
2. The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period.
3. The directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities.
4. The directors have prepared the annual accounts on a going concern basis.
5. The directors have laid down internal financial controls which are adequate and areoperating effectively.
6. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
M/s. SSRV & Associates Chartered Accountants Firm Registration No. 135901WMumbai appointed as Statutory
Auditors of the Company for a term of Three Consecutive Years from the conclusion of35th Annual General Meeting till the conclusion of the 38th Annual General Meeting (AGM)of the Company to be held in the year 2021 subject to ratification by the members atevery AGM held after this 35th AGM to examine and audit the accounts of the Company onsuch remuneration plus reimbursement of out-of-pocket expense as may be mutually agreedbetween the Board of Directors/Audit Committee of the Company and the Statutory Auditors.
The Auditors have not made any qualification in their Audit Report related to thefinancial statement. Their reports on relevant notes on accounts are self-explanatory anddo not call for any comments under section 134 of the companies Act 2013.
Mr. Akhil Agarwal Practicing Company Secretary as a Secretarial Audit or was appointedto conduct the Secretarial Audit of the Company for the financial year 2018-19 asrequired under Section 204 of the Companies Act 2013 and Rules there under.
The Secretarial Audit report for FY 2018-19 forms part of the Annual Report and part ofthe Board's report as
SECRETARIAL AUDITOR REMARKS
The Secretarial Auditors Report (MR-3) contains some qualification and adverse remarkin F.Y. 2018-19; following are the explanations of the Board:
i. During the audit of Company it was revealed that Inspection under Section of 207 ofthe Companies Act 2013 by Regional Director Mumbai was conducted. The Company has madenecessary submission of reply and the necessary documents to the Regional director underthe inspection of Sec. 207 of the Companies Act 2013.
Vikas N Jain & Associates (Chartered Accountants) performs the duties of internalauditors of the company and his report is reviewed by the Audit Committee from time totime.
Appointment of Cost Auditor is not applicable to the Company. Hence the company hasnot appointed any Cost Auditor and cost accounts and records are not required to maintainby the company.
PARTICULARS OF CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.
SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:
During the year under review no company became or ceased to be a Subsidiary/JointVenture/Associate of the Company.
No postal ballot was held during the year 2018-2019.
DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
No cases were filed during the Financial Year 2018-19 under Sexual Harassment of Womenat workplace (Prevention
Prohibition & Redressal) Act 2013. In addition of the above the company hasconstitute "Internal Complaints Committee" as per Section 4 of the SexualHarassment of Women at workplace (Prevention Prohibition & Redressal) Act 2013.
A. No of Complaint filed during the Financial Year 2018-19: NIL
B. No of Complaint disposed during the Financial Year 2018-19: NIL
C. No of Complaint pending as on end of the Financial Year 2018-19: NIL
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
We view responsible conduct as a necessary input for long term business success. Weaccept responsibility for our business or employees and society. That is how we defineour corporate responsibility. But as per Section 135 of Companies Act 2013 your companyis out of the preview of this responsibility.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviours of any form and the Board has laid down thedirectives to counter such acts. The Code has been posted on the Company's website www.yaminiinvestments.com.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business dealings and inparticular on matters relating to integrity in the work place in business practices andin dealing with stakeholders. The Code gives guidance through examples on the expectedbehaviour from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliancewith the Code. All Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any in staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.
A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board. The Policy has been posted on theCompany's website www.yaminiinvestments.com.
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Company has the risk management and internal control framework in placecommensurate with the size of the Company. However Company is trying to strengthen thesame. The details of the risks faced by the Company and the mitigation thereof arediscussed in detail in the Management Discussion and Analysis report that forms part ofthe Annual Report.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with theCode.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and Company's operations in future.
EXTRACT OF ANNUAL RETURNS
In accordance with Section 134(3)(a) of the Companies Act 2013 an extract of theannual return is annexed as
1. The Paid up capital of the Company is Rs. 525726400/- consisting of 525726400equity shares of face value of Re.1/- each.
2. The Board of Directors of the company consists of 4 Directors (as on the date of theAdoption of Annual Return & Director Report) namely Mrs. Vandana Agarwal Whole- TimeDirector Mr. Girish Verma Independent Director Mr. Satanand Pandey Independent Directorand Ms. Arzoo Bimal Patodia Independent Director of the Company.
3. The secured debt of the company is Nil.
4. The Promoters holding is consists of 91245500 equity shares of Rs.1/- eachamounting to 17.36%. There was no un-paid dividend during the year.
CEO AND CFO CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification as required underRegulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation 2015 havebeen appended to this report in Annexure 4.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are as under.
The disclosures as specified under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014. The percentage increase in remunerationof each Director Chief Financial Officer and Company Secretary during the financial year2018-2019 ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2018-2019 and the comparison ofremuneration of each Key Managerial Personnel (KMP) against the performance of the Companyare as under:
Your Directors would like to acknowledge and place on record their sincere appreciationto all stakeholders -Clients
Financial Institutions Banks Central and State Governments the Company's valuedinvestors and all other business partners for their continued co-operation and excellentsupport received during the year.
Your Directors recognize and appreciate the efforts and hard work of all the employeesof the Company and their continued contribution to its growth.
| || ||By Order of the Board |
| || |
For YAMINI INVESTMENTS COMPANY LIMITED
| ||Sd/- ||Sd/- |
| ||Arzoo Bimal Patodia ||Vandana Agarwal |
|Place : Mumbai ||Director ||Whole Time Director |
|Date : 10/08/2019 ||DIN:07555814 ||DIN:02347593 |