To
The Members,
Your Directors have pleasure in presenting the 39th Annual Report together with the Audited Statement of Accounts of B Nanji Enterprises Limited for the year ended on 31st March 2021.
1. FINANCIAL RESULTS
2. DIVIDEND
To conserve the financial resources of the Company, your directors do not recommend dividend for the year under review.
3. OPERATIONS
During the year under review, your Company reported the Revenue from Operations amounted to Rs. 2,52,97,098/- as against Rs. 7,26,25,895/- in the previous year. The loss before Tax amounted to 78,20,375/- as against loss of Rs. 18,30,402/- in the previous year. The Net loss for the year amounted to Rs. 76,99,295/- as against 17,52,676/- reported in the previous year.
AMOUNT WHICH COMPANY PROPOSES TO CARRY TO ANY RESERVES:
The Board of Directors of your company has decided not to transfer any amount to the Reserves for the year under review.
6. FINANCE -
(i) Share Capital
The Authorised capital Capital of the Company as on 31st March, 2021 is Rs. 6,00,00,000/- divided into 60,00,000 equity shares of Rs. 10/- each during the year under review, There is no change in the authorised capital of the Company during the year under review.
The paid up Equity Share Capital of the Company as on 31st March, 2021 is Rs. 5,51,45,200/- Lakh divided into 55,14,520 equity shares of Rs. 10/- each during the year under review, the Company has neither issued equity shares with differential voting rights nor granted stock options or sweat equity.
(ii) DEPOSITS
During the year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits] Rules, 2014..
(iii) Particulars of loans, guarantees or investments
Particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Notes 6 to the Financial Statements.
7. MATERIAL CHANGES AND COMMITMENT
No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and on the date of signing of this report.
8. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference to financial statement across the organisation. The same is subject to review periodically by the internal audit cell for its effectiveness. During the financial year, such controls were tested and no reportable material weaknesses in the design or operations were observed. The Statutory Auditors of the Company also test the effectiveness of Internal Financial Controls in accordance with the requisite standards prescribed by ICAI. Their expressed opinion forms part of the Independent Auditor's report.
Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.
Assurance on the effectiveness of internal financial controls is obtained through management reviews, control self-assessment, continuous monitoring by functional experts. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended. .
CHANGE(S) IN THE NATURE OF BUSINESS, IF ANY:
During the year under review, no any change in the nature of the business of the company.
9. DETAILS OF SUBSIDIARIES. JOINT VENTURES AND ASSOCIATE COMPANIES
No company has become or ceased to become the Subsidiary, Joint venture or Associate Company during the year under review. The Company does not have any Subsidiary, Joint venture or Associate Company.
10. CORPORATE GOVERNANCE:
Your Company has complied with all the mandatory requirements of Corporate Governance norms as mandated by Regulation 15(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate report on Corporate Governance together with the Certificate of Mr. Gaurang Shah, a practicing Company Secretary, Ahmedabad (Mem. No. 38703) forms part of this Annual Report as "Annexure -A".
11. CORPORATE SOCIAL RESPONSIBILITY
As the Company does not fall under the mandatory bracket of Corporate Social Responsibility as required under Section 135 of the Companies Act, 2013, hence Company has not taken any initiative on Corporate Social Responsibility..
12. COMPANY'S POLICY RELATING TO DIRECTORS* APPOINTMENT- PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES
The Company's Policy relating to appointment of Directors, payment of Managerial remuneration, Directors' qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) of the Companies Act, 2013, the company has constituted the Nomination and Remuneration Committee and their policy and same approved by the Board. The Policy is attached at "Annexure - B".
13. EXTRACT OF ANNUAL RETURN
In accordance with Sections 134(3)(a) & 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, The annual return in Form No. MGT-7 for the financial year 2020-21 will be available on the website of the Company (https://www.bnanji.com). The due date for filing annual return for the financial year 2020-21 is within a period of sixty days from the date of annual general meeting. Accordingly, the Company shall file the same with the Ministry of Corporate Affairs within prescribed time and a copy of the same shall be made available on the website of the Company (https://www.bnanji.com) as is required in terms of Section 92(3) of the Companies Act, 2013.
14. LISTING AGREEMENT/ Listing Fees
The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was notified on September 2, 2015, with the aim to consolidate and streamline the provisions of the Listing regulations were effective from December 1, 2015. Accordingly, all listed entities were required to enter into the Listing Agreement within six months from the effective date. The Company has entered into Listing Agreement with BSE Ltd. ^
The Company confirms that it has paid the Annual Listing Fees for the year 2021-22 to BSE Limited where the Company's Shares are listed.
15. AUDITORS
(i) Statutory Auditor
M/s. Shah Karia & Assocaites, Chartered Accountants, Ahmedabad, the Statutory Auditors of the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. They have furnished a certificate regarding their eligibility for re-appointment as Statutory Auditors of the Company, pursuant to Section 139(2} of the Companies Act, 2013 read with Companies (Audit & Auditors} Rules, 2014. The Board of Directors recommends their reappointment for the year 2021-22 at the ensuing Annual General Meeting.
The Report given by M/s. Shah Karia & Assocaites, Statutory Auditors on the financial statement of the Company for the year 2020-21 is part of the Annual Report.
The report of the Statutory Auditor contains qualification, reservation, adverse remark or disclaimer and comments by the Board on qualifications are given below.
(ii) Secretarial Auditor
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel} Rules, 2014, the Company has appointed Mr. Gaurang Shah, a practicing Company Secretary, Ahmedabad (Mem. No. 38705}, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure - C".The Secretarial Auditor has made observations and comments by the Board on qualifications are given below
EXPLANATION OR COMMENTS ON QUALIFICATIONS. RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE STATUTORY AUDITOR AND THE SECRETARIAL AUDITOR IN THEIR REPORTS
As regards para-No. 1 under the heading of Basis for Qualified Opinion of Statutory Auditor's Report, the Directors state that the Company has adopted lower cost or NRV mechanism to value its closing stock which is taken as per cost mechanism by management of the Company. The value of the closing stock is certified by the management of the company after due verification and reconciliation.
As regards para-No. 2 under the heading of Basis for Qualified Opinion of Statutory Auditor's Report, the Directors state that the trade receivables dues are due to length of the projects and nature of the business as outstanding from long time, however the amounts are still recoverable / payable.
As regards para-No. 3 under the heading of Basis for Qualified Opinion of Statutory Auditor's, the Directors state that the company is under process to clear the all dues related to Bank and NBFC, however due to global outbreak of Covid-19 the financial position of the Company has suffered badly. The company will clear the dues as early as possible.
As regards para-No. 4 under the heading of Basis for Qualified Opinion of Statutory Auditor's, the Directors state that the company will pay the Employee Benefits outstanding to the respective department at earliest.
As regards para-No. 5 under the heading of Basis for Qualified Opinion of Statutory Auditor's, the Directors state that the outbreak of COVID-19 pandemic globally and in India has severely impacted businesses and economies. As per the current assessment the Directors of your company believes, that the Impact of Covid-19 on its business, assets, internal financial controls, profitability and liquidity, both present and future, would be limited and there is no indication of any material impact on the carrying amounts of Inventories, trade receivables, Investments and other financial assets.
As regards para-No. a of observation made by Secretarial Auditor, the Company is under process to complete the requisite compliance at the earliest.
As regards para-No. b to f and h of observation made by Secretarial Auditor, the BSE has suspended the company due to penal reasons and the Company is under process to resolve the matter with BSE. Pursuant this action the Company has not able to complete the compliance as per SEBI (LODR], Regulations, 2015.
As regards para-No. g of observation made by Secretarial Auditor, the Company is under process to appoint proper candidate for the post of Company Secretary and Chief Financial Officer at the earliest.
16.. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has formulated a Whistle Blower policy to establish a vigil mechanism for Directors and Employees of the Company to report concern about unethical behavior, actual or suspected fraud or violation of the company's Code of Conduct. The details of the Whistle Blower Policy posted on the website of the Company www.bnanji.com.
17.. SHARES
a) BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
b) SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
c) BONUS SHARES
No Bonus Shares were issued during the year under review.
d) EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
18. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO
CONSERVATION OF ENERGY:
i. the steps taken or impact on conservation of energy: Nil
ii. the steps taken by the company for utilizing alternate sources of energy: Nil
iii. the capital investment on energy conservation equipment: Nil
TECHNOLOGY ABSORPTION:
i. The efforts made towards technology absorption: Nil
ii. The benefits derived like product improvement, cost reduction, product development or import substitution: Nil
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: Nil
b) The year of import: Nil
c) Whether the technology been fully absorbed: Nil
d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Nil
iv. The expenditure incurred on Research and Development: Nil
FOREIGN EXCHANGE EARNING & OUTGO:
Foreign Exchange Earnings: NIL Foreign Exchange Outgo: NIL
The Company is not engaged in activities specified in Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, and as such the company is not required to give information relating to conservation of energy. The Company is not using any particular technology and as such information relating to technology absorption is not required to be given. There is no foreign exchange earnings and outgo during the year under review.
19. DIRECTORS
(i) Retirement by Rotation
In accordance with the provisions of Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Mr. Bhikhubhai N. Padsala is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment..
Your Directors recommended his re-appointment on recommendation of the Nomination and Remuneration Committee.
APPOINTMENTS/ RE-APPOINTMENTS/RESIGNATION:
During the year, the company has not appointed any new director on its board.
(ii) Declarations by Independent Directors
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6] of the Companies Act, 2013 and Clause 49 of the Listing Agreement. ^
(iii) Board Evaluation
In compliance with the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.
(iv) Board Meetings
During the year, Four (4] Board Meetings and four (4] Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
20. DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the Section 134(3] (c] of the Companies Act, 2013:
(i] That in the preparation of the annual financial statements for the year ended 31st March, 2021, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
(ii] That such accounting policies, as mentioned in the Financial Statements as ‘Significant Accounting Policies' have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2021 and of the loss of the Company for the year ended on that date;
(iii] That proper and sufficient care has been taken 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;
(iv] That the annual financial statements have been prepared on a going concern basis;
(v] That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;
(vi] That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
21. PARTICULARS OF EMPLOYEE:
The provisions of Rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees in receipt of
remuneration in excess of' 60 lacs per year to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of' 60 lacs during the financial year 2020-21..
The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in the Statement annexed herewith as "Annexure - D".
22. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.
23. RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered by the Company during the financial year with related parties under Section 188 of Companies Act, 2013 were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.
The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: http://bnanji.com/pdf/reIated-partv-disclosure.pdf
The particulars in prescribed form AOC-2 are attached as "Annexure - E".
24. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report for the year under review is presented in a separate section forming part of this Report.
25. REPORT ON THE SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSED ACT 2013.
As per the requirement of the Sexual Harassment of Women at Workplace(Prevention, Prohibition & Redressal)Act, 2013 ("POSH Act") and Rules made there under, the Company has formed Internal Complaints Committee for various work places to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a policy for prevention of Sexual Harassment, which ensures a free and fair enquiry process with clear time lines for resolution; To build awareness in this area, the Company has been conducting online programme on a continuous basis.
There was no case filed during the year, under the sexual harassment of woman at work place (Prevention, Prohibition and Redressal) Act, 2013. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the "Workplace and made the necessary policies for safe and secure environment for women employee
In terms of section 22 of the SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSED) ACT 2013 we report that, during 2020-21, no case has been filed under the said act.
26. INSURANCE:
All fixed assets and movable assets of the Company are adequately insured.
27. DETAILS OF FRAUD REPORTING BY AUDITOR:
During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.
28. MAINTENANCE OF COST RECORDS
The provisions relating to maintenance of cost records as specified bv the Central Government under subsection (1) of section 148 of the Companies Act. 2013. are not applicable to the Company and accordingly such accounts and records are not required to be maintained.
29. INSOLVENCY AND BANKRUPTCY CODE
There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.
HUMAN RESOURCE MANAGEMENT, HEALTH AND SAFETY:
The Company firmly believes that employee motivation, development and engagement are key aspects of good human resource management. We have also set up a scalable recruitment and human resource management process which enables Us to attract and retain higher caliber employee.
Functional Structure is adopted to have a clear business horizon and understand the business graph. Continuous improvement of process and practices are prerequisite for sustainability hence organization is giving serious thought to skill development of each employee at every level.
To make a lean structure, management has been continuously evaluating its Human Capital Investment in every sphere of activities like recruitment training with focused approach to get best return of it.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
Since there was no unpaid /unclaimed dividend, the provisions of Section 125 of the Companies Act. 2013 do not apply.
30. Secretarial Standards of ICSI
The Company is in compliance with the Secretarial Standard on Meetings of the Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government
31. Industrial Relations:
The Directors are pleased to report that the relations between the employees and the management continued to remain cordial during the year under review
. ACKNOWLEDGMENT:
Your Directors wish to place on record their deep sense of appreciation for the commitment displayed by all the employees of the Company resulting in successful performance during the year under review. Your Directors also take this opportunity to place on record the cooperation, assistance and continued support extended by the Banks, Government Authorities, Vendors and Shareholders during the year under review.
Regd. Office:
B. Nanji Enterprises Limited CIN: L45201GJ1982PLC005148 'Moorti Bunglow', 5 Ashok Nagar, B/h Sundervan, Satellite, Ahmedabad-380015,
Gujarat
BY ORDER OF BOARD OF DIRECTORS FOR B. NANJI ENTERPRISES LIMITED
BHIKHUBHAI N. PADSALA
MANAGING DIRECTOR
(DIN: 01833879)
PLCAE: AHMEDABAD
DATE: 07/08/2021