To the Members,
Your Directors take pleasure in presenting the 27th Annual
Report together with the Audited Statement of Accounts for the Financial Year ended March
31,2021.
Standalone Financial Results
(Rs. inLakhs)
| Particulars |
2020-21 |
2019-20 |
| Revenue from Operations |
29.48 |
73.95 |
| Other Income |
16.98 |
17.28 |
| Total Income |
46.46 |
91.24 |
| Profit before Interest, Depreciation, Exceptional Items and
Tax (PBIDT) |
4.96 |
9.94 |
| Less: Finance Costs |
0.03 |
0.10 |
| Profit before Depreciation, Exceptional Items and Tax |
4.93 |
9.84 |
| Less: Depreciation and Amortization Expenses |
0.04 |
0.04 |
| Profit before exceptional item & tax |
4.89 |
9.80 |
| Exceptional items (Net) |
- |
- |
| Profit before tax |
4.89 |
9.80 |
| Provision for Tax(Including earlier Year Taxation) |
1.33 |
2.44 |
| Profit after Tax |
3.56 |
7.36 |
| Other comprehensive income / (loss) for the year |
- |
- |
| Total comprehensive income for the year |
- |
- |
| Retained earnings- Opening Balance |
-141.49 |
-148.84 |
| Add: Profit for the Year |
3.56 |
7.36 |
| Less: Transferred to General Reserve |
- |
- |
| Retained earnings - Closing Balance |
-137.92 |
-141.49 |
| Paid up Capital |
350.00 |
350.00 |
Operational performance Standalone
Your Board reports that the Revenue from Operations of the Company for
the Financial Year ended 31st March, 2021 amounted to Rs. 29.48 Lakhs as
against Rs. 73.95 Lakhs in FY 2019-20 and earned a Profit before Interest, Depreciation,
Exceptional Items and Tax (PBIDT) of Rs. 4.96 Lakhs for the F.Y 2020-21 as against Rs.
9.94 Lakhs in the previous year. After deducting financial charges of Rs. 0.03 Lakhs,
providing a sum of Rs. 0.04 Lakhs towards depreciation, Rs. 1.33 Lakhs for income tax, the
operations of the Company resulted in a net profit of Rs. 3.56 Lakhs for the F.Y 2020-21
as against Rs. 7.36 Lakhs in F.Y 2019-20.
The operations of the Company during the F.Y were impacted due to the
COViD-19 Global Pandemic. The outbreak of Corona virus (COVID-19) pandemic globally and in
India has been causing significant disturbance and slowdown of economic activity. On 24th
March 2020, the Government of India ordered a nationwide lockdown initially for 21 days
and which was subsequently extended in phases till mid of May, 2020 to prevent community
spread of COVID-19 in India resulting in significant reduction in economic activities.
Measures taken to contain the spread of the virus, including travel
bans, quarantines, social distancing, and closure of nonessential services had triggered
significant disruptions to businesses worldwide, resulting in an economic slowdown.
COVID-19 is significantly impacting business operations of the
companies, by way of interruption in production, supply chain disruption, unavailability
of personnel, closure / lock down of production facilities etc. Your Company has taken
necessary measures to contain the spread of virus in the office from where the employees
are functioning. In spite of the various safety measures taken by the Company some of the
employees, workers were infected with the virus and few of them also succumbed to the
infection.
Management Discussion and Analysis
Business Overview and Outlook and the state of the affairs of the
Company and the Industry in which it operates, is discussed in detail in the section
relating to Management Discussion & Analysis which forms part of this Report.
Change in nature of business
There has been no change in the nature of business carried on by the
Company during the year under review.
Material Changes and Commitments affecting the financial position of
the Company
There are no Material Changes and Commitments affecting the financial
position of the Company which occurred between the end of the financial year to which the
financial statements relate and the date of this Report. However the impact of 2nd
wave of COVID-19 pandemic which has struck India from the mid of March 2021 has impacted
operations of the Company. The economic impact of the 2nd wave on the
operations of the Company is unascertainable as on the date of this report.
Share Capital
During the financial year under review, there has been no change in the
Authorized & Paid up Share Capital of the Company.
Particulars of Contracts or Arrangements with Related Parties
All related party transactions entered during the financial year were
in the ordinary course of the business of the Company and were on an arm's length
basis. There were no materially significant related party transactions entered by the
Company during the year with the Promoters, Directors, Key Managerial Personnel or other
persons which may have a potential conflict with the interest of the Company.
Directors' responsibility statement
Pursuant to the provisions of Section 134(5) of the Companies Act,
2013, your Directors to the best of their knowledge and ability confirm as under:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation relating to material
departures;
(b) We have selected such accounting policies and applied them
consistently and 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 as at 31st
March, 2021 and of the profit of the Company for the financial year ended 31st
March, 2021;
(c) We have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the said Act for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
(d) The annual accounts have been prepared on a going concern basis;
(e) The Company had laid down internal financial controls to be
followed by the Company and that such internal financial controls are adequate and were
operating effectively; and
(f) We have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
Disclosures: Deposits
During the year, the Company has not accepted any public deposits.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
A. Conservation of energy
The Company's core activity is civil construction which is not power
intensive. The Company is making every effort to conserve the usage of power wherever
possible.
B. R&D and technology absorption:
Not applicable
C. Foreign exchange earnings and outgo during the F.Y 2020-21 Foreign
exchange earnings -NIL
Foreign exchange outgo-NIL
During the year under review no significant and material orders were
passed by the regulators or courts or tribunals impacting the going concern status and the
Company's operations in future.
Particulars of loans, guarantees or investments under Section 186;
Details of Loans, Guarantees, Investments under the provisions of
Section 186 of the Companies Act, 2013 read with Companies (Meetings of Board and its
Powers) Rules, 2014 as at 31st March, 2021 form part of the Notes to the
financial statements provided in this Annual Report.
Directors:
During the year under review and based on the recommendation of
Nomination and Remuneration Committee and subject to the approval of the members of the
Company , the Board of Directors at its meeting held on 12th June, 2020 has
appointed Sri Pankhil Dineshbhai Desai (DIN 02908540) as an Additional Director of the
Company w.e.f. 12th June, 2020. Further the Members of the Company have
approved the appointment of Sri Pankhil Dineshbhai Desai vide resolution dated 22nd
December, 2021 passed in 26th AGM.
In pursuance of Section 152 of the Companies Act, 2013 and the rules
framed there under, Sri Pankhil Dineshbhai Desai (DIN 02908540), Executive Director, is
liable to retire by rotation, at the ensuing Annual General Meeting and being eligible
have offered himself for reappointment.
Other than as stated above, there has been no other change in the
Directors during the year under review.
The Independent Directors have submitted the declaration of
independence, pursuant to Section 149(7) of the Companies Act, 2013 stating that they meet
the criteria of independence as provided in sub-section (6) of Section 149 of the
Companies Act, 2013 read with sub rule (1) and (2) of Rule 6 of Companies (Appointment and
Qualification of Directors) Rules, 2014 as amended.
Key Managerial Personnel
As on 31st March 2021 Sri Mohit Dinesh Desai, Managing
Director; Smt. Nisha Mohit Desai, Executive Director; Sri Pankhil Dineshbhai Desai,
Executive Director; Sri Maulik Shah, CFO and Riddhi Nareshkumar Shah, Company Secretary
are Key Managerial Personnel of the Company in accordance with the provisions of
Section(s) 2(51), 203 of the Companies Act, 2013 read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
Board Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, Board Committees, the Individual Directors, the Chairman of the Company etc
pursuant to the provisions of the Companies Act, 2013 read with the Rules framed
thereunder and SEBI (LODR) Regulations.
The performance of the Board was evaluated by the Board after seeking
inputs from all the Directors on the basis of criteria such as the board composition and
structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after
seeking inputs from the Committee Members on the basis of criteria such as the composition
of committees, effectiveness of committee meetings, etc.
In a separate meeting of Independent Directors, performance of the
Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into
account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the
performance of individual directors on the basis of criteria such as the contribution of
the individual director to the Board and Committee meetings like preparedness on the
issues to be discussed, meaningful and constructive contribution and inputs in meetings,
etc.
Meetings of Board of Directors
During the Financial Year under review the Board has met Eight times
i.e. on May 25, 2020; May 30, 2020; June 12, 2020; June 22, 2020; August 25, 2020;
September 09, 2020, November 11, 2020 and February 12, 2021. The details with respect to
Committee meetings and attendance there at as required under the Secretarial Standard-1
issued by the Institute of Company Secretaries of India have been provided in the
Corporate Governance Report forming part of this Annual Report.
Audit Committee
The Company has in place an Audit Committee in terms of the
requirements of the Companies Act, 2013 read with the Rules made thereunder and Regulation
18 of the SEBI (LODR) Regulations, 2015. The details relating to the Audit Committee are
given in the section relating to Corporate Governance forming part of the Annual Report.
Whistle Blower Policy/Vigil Mechanism
Pursuant to Section 177 of the Companies Act, 2013 and the Rules framed
there under and pursuant to the provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Company has established a mechanism through which all
the stakeholders can report the suspected frauds and genuine grievances to the appropriate
authority. The Whistle Blower Policy which has been approved by the Board of Directors of
the Company has been hosted on the website of the Company
http://www.vuranusinfra.com/download.php?file=whistle%20bl ower%20policy.pdf. During the
year under review the Company has not received any complaint(s) under the said policy.
Risk Management
The Company has established Enterprise Risk Management process to
manage risks with the objective of maximizing shareholders value.
Internal Financial Controls and their adequacy
The Company has in place adequate internal financial controls
commensurate with the size, scale and complexity of its operations. The Company has
policies and procedures in place for ensuring proper and efficient conduct of its
business, the safeguarding of its assets, the prevention and detection of frauds the
accuracy and completeness of the accounting records and the timely preparation of reliable
financial information.
Annual Return
Pursuant to Section 92 (3) of the Companies Act, 2013 a copy of the
annual return for the financial year ended 31st March 2021 has been placed on
the website of the Company at http://www.yuranusinfra.com/download.php?file=form%20mg
t%209.PDF
Statutory Auditors and their report
M/s. Mistry & Shah LLP (Firm Registration No.W100683), Chartered
Accountants who were appointed as Statutory Auditors of the Company for a term of five
years from the conclusion of the 25th Annual General Meeting till the
conclusion of the 30th Annual General Meeting, conducted the Statutory Audit
for the FY- 2020-21.The Independent Auditors' Report(s) to the Members of the Company in
respect of the Financial Statements for the Financial Year ended March 31,2021 form part
of this Annual Report and contains following observation(s):-
| Sr. No. Observations by Statutory Auditors |
Comments by Management |
| 1. As required by section 197(16) of the Act, we report that
Managerial Remuneration has not been paid and provided by the company in accordance with
the requisite approvals mandated by the provisions of Section 197 of the Act read with
Schedule V to the Act. |
Special Resolution has been passed for Appointment of |
|
Managing Director in 23rd AGM and the Remuneration
payable to him. |
| 2. Section 186 of the Act requires the Company to pass a
special resolution for lending money in excess of the specified limits in the Section. The
Company has lent money in excess of the permissible limits and has not obtained special
resolution from the members of the Company regarding the same. |
Necessary Resolution has been passed n the Special Business
of the ensuing 27th Annual General Meeting. |
Secretarial Audit Report
As per the provisions of Section 204(1) of the Companies Act, 2013, the
Company has appointed M/s. Amrish Gandhi & Associates, Practicing Company Secretaries
to conduct Secretarial Audit of the records and documents of the Company for the Financial
Year 2020-21. The Secretarial Audit Report for the Financial Year ended 31st
March, 2021 in Form MR-3 is annexed to and forms part of this Report - Annexure - I.
Corporate Governance
Pursuant to the provisions of Chapter IV read with Schedule V of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate
section on Corporate Governance has been incorporated in the Annual Report for the
information of the shareholders.
Reporting of Frauds
There have been no instances of fraud reported by the Auditors of the
Company under Section 143(12) of the Companies Act, 2013 and the Rules framed there under
either to the Company or to the Central Government
Particulars of Employees
Details in respect of remuneration paid to employees as required under
Section 197 (12) of the Companies Act, 2013, read with Rule 5(2) & (3) ofthe Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time
to time forms part ofthis report.
The ratio of the remuneration of each Director to the median employee's
remuneration and other details in terms of Section 197(12) of the Companies Act, 2013 read
with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is given in Annexure - II and forms part of this Report.
Protection of Women at Work Place
The Company has formulated a policy on Prevention of Sexual Harassment
of Women at Workplace in accordance with The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The Company has an Internal Complaints
Committee for providing a Redressal mechanism pertaining to sexual harassment of women
employees at workplace. During the financial year ended 31st March, 2021, the
Company has not received any complaints pertaining to Sexual Harassment.
Acknowledgements
Your Directors place on record their sincere appreciation and thanks
for the valuable cooperation and support received from the employees of the Company at all
levels, Company's Bankers, Central and State Government Authorities, Associates, JV
partners, clients, consultants, sub-contractors, suppliers and Members of the Company and
look forward for the same in equal measure in the coming years.
