Mar 31, 2025
Your Directors have pleasure in presenting 40th Annual Report of Yash Trading and Finance
Limited (''The Company''), together with the Audited Financial Statements (for the Financial Year
ended March 31, 2025.
|
Particulars |
2024-25 |
2023-24 |
|
Revenue from Operations |
- |
- |
|
Other Income |
0.01 |
2.74 |
|
Total Income |
0.01 |
2.74 |
|
Depreciation & Amortisation |
- |
- |
|
Profit before Tax |
(24.06) |
(19.93) |
|
Total Tax Expenses |
- |
- |
|
Net Profit |
(24.06) |
(19.93) |
|
Earnings Per Equity Share (in Rs.) |
||
|
Basic |
(3.42) |
(8.13) |
|
Diluted |
(3.42) |
(8.13) |
Note: Previous year''s figures have been regrouped/reclassified wherever necessary to
correspond with the current year''s classification/disclosure.
During the year under review, the company has not carried any trading activities therefore there
is no Revenue from Operations.Company has earned income from dealing in securities amounting
to Rs. 1,178. The profit after tax (âPATâ) attributable to shareholder for FY 2024-25 was loss of
Rs. 24.06 (in lakhs) as against loss of Rs. 19.93 (in lakhs) for FY 2023-24.
Earnings per share was Rs. (3.43) (Basic) and (Diluted) stood at in FY 2024-25 as compared to
Rs.(8.13) (Basic) and (Diluted) in FY 2023-24.
The company''s Financial Statements have been prepared in compliance with the Indian
Accounting Standards (Ind-AS) as notified under the Companies (Indian Accounting Standards)
Rules, 2015, in accordance with Section 133 of the Companies Act, 2013, and other applicable
provisions of the Act. The annual accounts have been prepared without any significant deviations
from the prescribed accounting norms.
The company ensures timely adoption of new or amended Ind-AS as applicable, and any material
impact arising from such changes is appropriately disclosed in the financial statements. The
financial reporting process involves a thorough review by the finance team and consultation with
external auditors to ensure adherence to statutory requirements.
Your Directors do not propose to transfer any amount to General Reserves for the year under
review.
There was no change in the nature of business of the Company during the year. The company
has proposed to enter into the business of Solarfusion and Renewables in next financial year.
During the Financial Year under review, the Company has not changed its name.
DIVIDEND
Your Directors did not recommend any dividend for the year.
The company has neither given any loans or guarantees nor made any investments as covered
under the provisions of section 186 of the Companies Act, 2013 during the financial year 2024¬
25.
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 during the said financial year.
There were no related party transactions that were entered into during the financial year. There
are no materially significant related party transactions made by the company with promoters,
directors, key managerial personnel or other designated personnel or other designated persons,
which may have potential conflict with interest of the company at large.
There are no employees falling within the provisions of section 197 of the Companies Act, 2013
read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
The Information of employees as per Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014for the Financial Year is âNILâ.
Training on all sectors is given to its employees periodically and motivated to work in line with
the development of the industry. The willingness and commitment of the employees help the
company to stand tall among its customer in quality and service.
There has been increase in the Authorized Share Capital of your Company during the year under
review. Company increased its authorized share capital of the company to Rs 3,00,00,000/-
(Rupees Three Crore only) consisting of 30,00,000 (Thirty Lakhs) Equity Shares of face value of
Rs. 10/- (Rupees Ten only) equity shares of face value of Rs.10/- under section 61 of the
Companies Act, 2013. The same was also approved by Shareholders in Extra-Ordinary General
Meeting held on 25th January, 2025 and MOA was altered accordingly.
Company increased its authorized share capital of the company to Rs 10,00,00,000/- (Rupees
Ten Crore only) consisting of 1,00,00,000 (One Crores) Equity Shares of face value of Rs. 10/-
(Rupees Ten only) under section 61 of the Companies Act, 2013. The same was also approved by
Shareholders in Extra-Ordinary General Meeting held on 15th May, 2025 and MOA was altered
accordingly.
Similarly Paid up capital was increased to Rs. 3,00,00,000/- (Rupees Three Crores only)
consisting of 30,00,000 (Thirty Lakhs) Equity Shares of face value of Rs. 10/- (Rupees Ten only)
as Board in their meeting held on 24th December,2024 approved Preferential Issue and
Allotment of 27,55,000 Equity Shares of Face Value Rs. 10/- each to Non-Promoter(s) of the
company in accordance with the provisions of Sections 23(1)(b), 39 & 42, and other applicable
provisions, if any, of the Companies Act, 2013 and Chapter-V of the Preferential Issue as contained
in the Securities and Exchange Board of India (âIssue of Capital and Disclosure Requirementsâ)
Regulations, 2018.The same was also approved by Shareholders in Extra-Ordinary General
Meeting held on 25TH January, 2025.
Similarly Paid up capital was increased to Rs. 10,00,00,000/- (Rupees Ten Crores only) consisting
of 1,00,00,000 (One Crores) Equity Shares of face value of Rs. 10/- (Rupees Ten only) as Board in
their meeting held on 09TH April, 2025 approved Preferential Issue and Allotment of 70,00,000
Equity Shares to Proposed Allottees of the Company in accordance with Securities Exchange
Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 on a preferential
basis at an issue price of Rs. 12/- each having face value of Rs. 10/- each. The same was also
approved by Shareholders in Extra-Ordinary General Meeting held on 15th May, 2025.
The Company''s equity shares are listed on the following Stock Exchange:
(i) BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai - 400 001, Maharashtra, India
SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company does not have any Subsidiary, Associates and Joint Venture companies during the
year FY 2024-2025. 9. On 17th April, 2025, company had informed Stock Exchange about
finalization of terms of Acquisition of Management and control including purchase of shares of
M/s. SOLARFUSION RENEWABLES PRIVATE LIMITED under Regulation 30 of SEBI (LODR)
Regulations, 2015. Therefore the said company had become 100% subsidiary of the company
for FY 2025-2026.
In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is
available on the website of the Company at www.yashtradingfinance.com .
Management''s Discussion and Analysis Report for the year under review, as stipulated under
Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented
in a separate Annexure -I forming part of the Annual Report.
The Company recognizes that a diverse and well-balanced Board is fundamental to its sustained
success and effective governance. In alignment with the provisions of Section 149 of the
Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, the composition of the Board reflects an optimal mix of Executive
and Non-Executive Directors.
The Board comprises individuals with a wide spectrum of expertise, including industry
knowledge, financial acumen, legal insight, and operational experience. The Directors also bring
in diverse regional, cultural, and geographical perspectives, which contribute meaningfully to
informed decision-making and help maintain the Company''s strategic edge in a competitive
environment.
As of March 31, 2025, the Board consisted of six (6) Directors, including:
⢠One Executive Directors ;
⢠One Non Executive Directors; and
⢠Four Non Executive Independent Director including one Independent Woman Director
|
Sr.No |
DIN |
Name of Directors |
Designation |
|
1 |
00389283 |
Dinesh Mundhra |
Non Executive |
|
2 |
10989282 |
Vishvajitsinh Dilipsinh Jadeja |
Managing Director |
|
3 |
07706503 |
Akhil Nair |
Non Executive Independent Director |
|
4 |
10988728 |
Shitalbhai Mohanbhai Patel |
Non Executive Independent Director |
|
5 |
02796417 |
Aakansha Vaid |
Non Executive Independent Director |
|
6 |
03609521 |
Amarendra Mohapatra |
Non Executive Independent Director |
Company Secretary, CEO & Chief Financial Officer:
|
Kavita Akshay Chhajer |
Company Secretary and |
|
Vishvajitsinh Dilipsinh Jadeja |
Chief Financial Officer |
During the Financial Year 2024-25:
1. Mr. Bharatkumar Pramodbhai Suchak (DIN: 05154775) appointed as (Non Executive-
Independent Director) Additional Director of the Company w.e.f. 25th September, 2024
and regularised at the 39th Annual General Meeting dated 30th September, 2024;
2. Mrs. Himani Bhootra (DIN: 09811030) appointed as (Non Executive- Independent
Director) Additional Director of the Company w.e.f. 25th September, 2024 and regularised
at the 39th Annual General Meeting dated 30th September, 2024;
3. Mr. Amarendra Mohapatra (DIN: 03609521 ) appointed as (Non-executive
Independent) Additional Director of the Company w.e.f 19th December, 2024 and
regularised at the Extra-Ordinary General Meeting dated 15th May , 2025;
4. Mrs. Aakansha Vaid (DIN: 02796417) appointed as (Non-executive Independent)
Additional Director of the Company w.e.f 19th December, 2024 and regularised at the
Extra-Ordinary General Meeting dated 15th May , 2025;
5. Mr. Sadiq Dawood Patel (DIN: 06911684) resigned from the post of Managing Director
and Chief Financial Officer (CFO) w.e.f 24th December, 2024;
6. Mr. Vishvajitsinh Dilipsinh Jadeja (DIN: 10989282) appointed as (Executive -Managing
Director) Additional Director of the Company w.e.f 10th March, 2025 and regularised at
the Extra-Ordinary General Meeting dated 15th May , 2025;
7. Mr. Vishvajitsinh Dilipsinh Jadeja appointed as Chief Financial Officer (CFO) of The
Company w.e.f 10th March, 2025;
8. Mr. Shitalbhai Mohanbhai Patel (DIN: 10988728) appointed as (Non-executive
Independent) Additional Director of the Company w.e.f 10th March, 2025 and regularised
at the Extra-Ordinary General Meeting dated 15th May , 2025;
9. Mr. Akhil Nair (DIN: 07706503) appointed as (Non-executive Independent) Additional
Director of the Company w.e.f 10th March, 2025 and regularised at the Extra-Ordinary
General Meeting dated 15th May , 2025;
10. Mr. Bharatkumar Pramodbhai Suchak (DIN: 05154775) resigned from the post of Non¬
Executive Independent Director w.e.f 9th April, 2025;
11. Mrs. Himani Bhootra (DIN: 09811030) resigned from the post of Non-Executive
Independent Director w.e.f 9th April, 2025;
Pursuant to the provisions of Section 152 of the Act read with the relevant rules made thereunder,
one-third of the Directors are liable to retire by rotation every year and if eligible, offer
themselves for re-appointment at the AGM.
Mr Dinesh Mundhra (DIN: 00389283), who retires by rotation as a Director being longest in the
office are liable to retire by rotation at the ensuing Annual General Meeting (âAGMâ) and being
eligible, has sought re-appointment. Based on recommendation of the Nomination and
Remuneration Committee, the Board of Directors has recommended their re-appointment and
the matter is being placed for seeking approval of members at the ensuing Annual General
Meeting of the Company.
Pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard-2 on
General Meetings, necessary details of Mr Dinesh Mundhra (DIN: 00389283), are provided as an
Annexure to the Notice of the Annual General Meeting.
None of the Directors of the Company are disqualified for being appointed as Directors as
specified in Section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies
(Appointment and Qualification of Directors) Rules, 2014.
Board of Directors of the Company in their meeting held on 1st March, 2025 have
reconstituted the composition of Committees of the Board which is as follows:
|
Audit Committee |
|
|
Mr. Akhil Nair |
Chairman |
|
Mrs. Aakansha Vaid |
Member |
|
Mr. Shitalbhai Mohanbhai Patel |
Member |
|
Mr. Vishvajitsinh Dilipsinh Jadeja |
Member |
|
Nomination and Remuneration Committee |
|
|
Mr. Shitalbhai Mohanbhai Patel |
Chairman |
|
Mrs. Aakansha Vaid |
Member |
|
Mr. Akhil Nair |
Member |
|
Stakeholders Relationship Committee |
|
|
Mr. Akhil Nair |
Chairman |
|
Mrs. Aakansha Vaid |
Member |
|
Mr. Shitalbhai Mohanbhai Patel |
Member |
|
Mr. Vishvajitsinh Dilipsinh Jadeja |
Member |
In compliance with the Companies Act, 2013, the performance evaluation of the Board and
its Committees were carried out during the year under review.
The evaluation framework for assessing the performance of Directors comprises of the
following key areas:
a) Attendance of Board Meetings and Board Committee Meetings.
b) Quality of contribution to Board deliberations.
c) Strategic perspectives or inputs regarding future growth of Company
and its performance.
d) Providing perspectives and feedback going beyond information provided
by the management.
e) Commitment to shareholder and other stakeholder interests.
f) The evaluation involves Self-Evaluation by the Board Member and
subsequently assessment by the Board of Directors. A member of the Board
will not participate in the discussion of his / her evaluation.
The Company has four Independent Directors as on date , namely Mr. Shitalbhai Mohanbhai
Patel, Mr. Akhil Nair, Mrs. Aakansha Vaid and Mr. Amarendra Mohapatra. Each of them has
submitted the requisite declarations under Section 149(7) of the Act, affirming that they meet the
criteria of independence as outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the
SEBI Listing Regulations.
In accordance with Regulation 25(8) of the SEBI Listing Regulations, all Independent Directors
have further confirmed that they are not aware of any circumstances or situations that could
impair their independence or affect their ability to exercise objective judgment free from external
influence.
The Board of Directors has reviewed and duly noted these declarations and confirmations after
conducting a thorough assessment of their accuracy. The Independent Directors have also
affirmed compliance with the provisions of Schedule IV of the Act (Code for Independent
Directors) and the Company''s Code of Conduct. There has been no change in the status or
circumstances that would affect their designation as Independent Directors during the reporting
period.
Additionally, the Company has received confirmation from all Independent Directors regarding
their registration in the Independent Directors'' databank, maintained by the Indian Institute of
Corporate Affairs, in accordance with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.
The terms and conditions of appointment of the Independent Directors are placed on the website
of the Company at www.vashtradingfinance.com.
Your Company has adopted a formal Familiarisation Programme for Independent Directors to
support their effective participation on the Board. As part of the familiarisation process, the
Company provides detailed insights into its business operations, industry dynamics,
organizational structure, and group-level businesses. Independent Directors are also informed
about the regulatory and compliance obligations under the Companies Act, 2013 and the SEBI
Listing Regulations.
The details of Familiarization Programmes are placed on the website of the company and the
website of the company www.yashtradingfinance.com.
Pursuant to Section 134(5) of the Act, in relation to the audited financial statements of the
Company for the year ended 31st March, 2025; the Board of Directors hereby confirms that:
I. In the preparation of the annual accounts for the financial year ended March 31, 2025, the
applicable accounting standards have been followed and there were no material
departures;
II. The Directors 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 on March 31, 2025 and of the profit of
the Company for the year ended on that date;
III. The Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
IV. The Directors have prepared the annual accounts on a going concern basis;
V. 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
VI. The Directors have devised proper system to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
During the year under review, the Board has demonstrated a high level of involvement in guiding
the Company, supported by detailed discussions and timely decisions. In cases of urgent or
extraordinary matters arising between scheduled meetings, the Board''s approval is obtained
through resolutions passed by circulation, in accordance with the provisions of the Act and
relevant rules. These resolutions are noted and ratified at the subsequent Board meeting to
ensure formal documentation and compliance.
During the financial year, Nine (9) meetings of the Board of Directors were held, the details of
which are given as follows. The intervening gap between the meetings was within the prescribed
period under the Act and the SEBI Listing Regulations.
|
Meeting |
No. of Meetings during the |
Date of the Meeting |
|
Board Meeting |
9 |
10.05.2024 26.07.2024 05.09.2024 14.11.2024 19.12.2024 24.12.2024 10.02.2025 25.02.2025 01.03.2025 |
|
Audit Committee |
4 |
10.05.2024 26.07.2024 14.11.2024 10.02.2025 |
|
Nomination & |
3 |
05.09.2024 19.12.2025 25.02.2025 |
|
Independent Directors |
1 |
01.03.2025 |
As on 31st March, 2025 the paid up share capital of the company was not exceeding Rs. 10 Cr. and
net worth not exceeding Rs. 25 Cr. Hence. the Corporate Governance Report not applicable.
During the year under review, the Independent Directors of the Company met 1 (one) time on
March 01, 2025.
As on March 31, 2025, the Board has constituted the following committees:
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholder''s Relationship Committee
During the year, all recommendations made by the committees were approved by the Board.
CORPORATE SOCIAL RESPONSIBILITY
As per Section 135 of the Companies Act, 2013 all companies having net worth of ''500 crore or
more'' or turnover of Rs. 1000 crore or more or a net profit of Rs. 5 crore or more during any
financial year are required to constitute a appropriate corporate social responsibility CSR
Committee of the Board of Directors comprising there or more directors, at least one of whom an
independent director and such company shall spend at least 2 % of the average net profits of the
Company''s three immediately preceding financial year. The Company presently does not with any
of the criteria stated herein above.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF
THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS
FINANCIAL STATEMENT RELATE AND THE DATE OF THE REPORT
1. An Open Offer has been made pursuant to Regulations 3(1) and 4 read with 13(1) and
15(1) of the Takeover Code for the purpose of substantial acquisition of equity shares and
control by Mr. Vasantkumar Lavjibhai Mangroliya, Mr. Madhu Nanji Vekaria, Mr. Vinubhai
Nanjibhai Vekaria, Mr. Manan Pavankumar T rivedi and Mr. Pavankumar Dhirajlal T rivedi.
A Share Purchase Agreement has been executed on April 9, 2025, amongst the Acquirers
and Sellers pursuant to which the Acquirers have agreed to acquire 27,55,000 (Twenty-
Seven Lakhs Fifty-Five Thousand) Equity Shares of the Target Company of Rs.10/- each
representing 27.55% of the fully diluted expanded paid-up capital of the company
(âUnderlying Transactionâ) as at the end of the 10th working day from the expiry of the
Tendering Period. Further, the Acquirers are taking steps to acquire up to 43,00,000 fully
paid Equity Shares of Rs.10/- each representing 43% of the fully diluted expanded paid-
up capital of the company by way of preferential allotment and are making an open offer
to acquire up to 26,00,000 fully paid-up equity shares of Rs. 10/- each, representing 26%
of the fully diluted expanded paid-up capital of the company of the Target Company on a
fully diluted basis as of the 10 th (tenth) working day from the closure of the tendering
period of the Open Offer.
a. Preferential issue and allotment of 27,55,000 equity shares of face value of Rs. 10
/- each to Non-Promoter(s) of the company.
b. To consider and approve the Increase in Authorized share capital of the company
up to Rs. 3,00,00,000/- (Rupees Three Crore Only) consisting of 30,00,000 (Thirty
Lakhs) equity shares of face value of Rs. 10/- (Rupees Ten Only) equity shares of
face value of Rs.10/- under section 61 of the Companies Act, 2013..
c. To consider and approve the increase in borrowing limit and creation of security
on the assets of the company under section 180 of the Companies Act, 2013.
d. Approval of loans, investments, guarantee or security under section 185 of
Companies Act, 2013
e. To make loans or investment(s) or provide security and give guarantee in excess
of the limits prescribed under section 186 of the Companies Act, 2013.
a. Preferential issue and allotment of 70,00,000 equity shares of face value of Rs. 10 /- each
at a premium of Rs.12/- each to Non-Promoter(s) of the company.
b. To consider and approve the increase in authorized share capital of the company up to
Rs. 10,00,00,000/- (Rupees Ten Crore Only) consisting of 1,00,00,000 (One Crore) Equity
Shares of face value of Rs. under section 61 of the companies act, 2013.
c. To regularise/appoint Mrs. Aakansha Vaid (DIN: 02796417) as an Independent Director
of the company.
d. To regularise/appoint Mr. Amarendra Mohapatra (DIN: 03609521) as an Independent
Director of the company.
e. To regularise/appoint Mr. Vishvajitsinh Dilipsinh Jadeja (DIN: 10989282) as director of
the company
f. Appointment of Mr. Vishvajitsinh Dilipsinh Jadeja (DIN: 10989282) as Managing Director
of the company and fixing his remuneration.
g. To regularise/appoint Mr. Akhil Nair (DIN: 07706503) as an Independent Director of the
company.
h. To regularise/appoint Mr. Shitalbhai Mohanbhai Patel (DIN: 10988728) as an
Independent Director of the company.
The current policy is to have an appropriate mix of executive and independent directors to
maintain the independence of the Board and separate its functions of governance and
management. As on 31st March, 2025, the Board consists of 6 members. Out of which One is
executive Director, Four are non - executive Independent Director and One non - executive Non
Independent Director.
The policy of the Company on directors appointment and remuneration, including criteria for
determining qualifications, positive attributes, independence of a director and other matters
provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board
and are stated in this Board report. We affirm that the remuneration paid to the directors is as
per the terms laid out in the nomination and remuneration policy of the Company
Pursuant to the Section 178 of the Companies Act, 2013, the Company has set up a Nomination
and Remuneration and Stakeholders Relationship Committee.
Yash Trading and Finance Limited is exposed to risks such as liquidity risk, Interest rate risk,
Credit risk and Operational risk that are inherent in the construction cum infrastructure
businesses and has extended the scope in the petroleum business. The infrastructure and realty
segment presently witnessing down trend. The Company decides to follow the infrastructure and
government sponsored projects in future as well as petroleum business.
The establishment of an effective corporate governance and internal control system is essential
for sustainable growth and long-term improvements in corporate value, and accordingly Yash
Trading and Finance Limited works to strengthen such structures. We believe that a strong
internal control framework is an important pillar of Corporate Governance.
Your Company has put in place adequate internal financial controls commensurate with the size
and complexity of its operations. The internal controls ensure the reliability of data and financial
information to maintain accountability of assets.
The Company has an effective internal control and risk-mitigation system, which is constantly
assessed and strengthened with new/revised standard operating procedures. These controls
ensure safeguarding of assets, reduction and detection of fraud and error, adequacy and
completeness of the accounting records and timely preparation of reliable financial information.
Critical functions are rigorously reviewed and the reports are shared with the Management for
timely corrective actions, if any. Business risks and mitigation plans are reviewed and the internal
audit processes include evaluation of all critical and high-risk areas.
The internal and operational audit is entrusted to M/s R Jatalia & Co. The main focus of internal
audit is to review business risks, test and review controls, assess business processes besides
benchmarking controls with best practices in the industry. Significant audit observations and
follow-up actions thereon are reported to the Audit Committee. For ensuring independence of
audits, internal auditors report directly to the Audit Committee. any. Business risks and
mitigation plans are reviewed and the internal audit processes include evaluation of all critical
and high-risk areas.
During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has
reported to the Audit Committee under Section 143 (12) of the Companies Act, 2013, any
instances of fraud committed against the Company by its officers or employees, the details of
which would need to be mentioned in the Board''s Report.
M/s. Bhatter & Co, (ICAI Firm Registration No.: 131092W) were appointed as Statutory Auditors
of the Company for a period of five consecutive years from the 37th Annual General Meeting (AGM)
to 42nd AGM on a remuneration mutually agreed upon by the Board of Directors and the Statutory
Auditors. Pursuant to the amendments made to Section 139 of the Act by the Companies
(Amendment) Act, 2017 effective from May 07, 2018, the requirement of seeking ratification of
the Members for the appointment of the Statutory Auditors has been withdrawn from the Statute.
Hence the resolution seeking ratification of the Members for continuance of their appointment at
this AGM is not being sought.
The Auditors have not made any qualification to the financial statement. Their reports on relevant
notes on accounts are self-explanatory and do not call for any comments under section 134 of the
companies Act, 2013.
Ms. Sonam Jain, Practicing Company Secretary (Membership No: F9871, C.P. No. 12402) was
appointed to conduct the Secretarial audit of the Company for the financial year 2024-25, as
required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial
Audit Report for F.Y. 2024-25 is Annexure-II to this Board''s Report.
The Board in its meeting held on 20th May, 2025 recommended to appoint Mrs. Mayuri Jain from
M/s Jain Mayuri & Associates for the financial year 2025-26 to 2029-30.
The Company has appointed M/s.R. Jatalia & Co., as the Internal Auditors of the company for the
Financial Year 2024-25. The Audit Committee determines the scope of Internal Audit in line with
regulatory and business requirements.
As per the Cost Audit Orders, Cost Audit is not applicable to the Company''s products/business of
the Company for FY 2024-25.
The Company has implemented a Related Party Transactions policy for the purposes of
identification and monitoring of such transactions. The policy on related party transactions is
uploaded on the Company''s website. All related party transactions are placed before the Audit
Committee for approval. Prior omnibus approval of the Audit Committee is obtained on an annual
basis which is reviewed and updated on quarterly basis. Pursuant to the Section 134(3) (h) of the
Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, there were no
contract where in the related parties are interested. In accordance with the provisions of the
Companies Act, 2013, the details of related party transactions are available in the Notes to the
Standalone financial statements section of the Annual Report.
We take this opportunity to thank employees at all levels for their dedicated service and
contribution made towards the growth of the company. The relationship with the workers of the
Company''s manufacturing units and other staff has continued to be cordial. To ensure good
human resources management at the company, we focus on all aspects of the employee lifecycle.
During their tenure at the Company, employees are motivated through various skill-development,
engagement and volunteering programs.
In terms of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no
employee(s) drawing remuneration in excess of limits set out in said rules forms part of the
annual report.
Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is
being sent to the members of the Company and others entitled thereto. The said information is
available for inspection at the registered office of the Company during business hours from 11
a.m. to 5 p.m. on working days of the Company up to the date of the ensuing Annual General
Meeting. Any shareholder interested in obtaining a copy thereof, may write to the Company
Secretary in this regard.
The details of conservation of Energy, T echnology Absorption are not applicable in the case of the
company. However, the company took adequate steps to conserve the Energy and used the latest
technology.
During the year under review there were no foreign Exchange Earnings. The Foreign Exchange
out go is Nil.
All the fixed assets, finished goods, semi-finished goods, raw material, packing material and goods
of the company lying at different locations have been insured against fire and allied risks.
Directors are thankful to their bankers for their continued support to the company.
The Board in their meeting held on 24th December, 2024 decided change in the Registered office
from 1207-A, P.J. Towers, Dalal Street, Fort, Mumbai-400 001 to 103, B Wing, Ansa Industrial
Estate, Sakivihar Road, Sakinaka, Andheri East, Mumbai 400072.
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India and is of
the view that such systems are adequate and operating effectively.
The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment
at the workplace in line with the provisions of the Sexual Harassment of Women at workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under for prevention and
redressal of complaints of sexual harassment at workplace. The policy is uploaded and can be
viewed on the Company''s website www.yashtradingfinance.com.
The details of Number of complaints of Sexual Harassment received, Number of complaints
disposed of and Number of cases pending for more than ninety days in the Financial Year as stated
below:
|
SL No. |
Particulars |
Comments |
|
1 |
Number of complaints of sexual harassment |
NIL |
|
received in the year |
||
|
2 |
Number of complaints disposed off during the year |
NIL |
|
3 |
Number of cases pending for more than ninety days |
NIL |
There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016 and that
there is no instance of onetime settlement with any Bank or Financial Institution, during the year
under review.
No application made or no any proceeding pending under the Insolvency and Bankruptcy Code,
2016 during the year.
Your Directors convey their sincere thanks to the Government, Banks, Shareholders and
customers for their continued support extended to the company at all times. The Directors further
express their deep appreciation to all employees for commendable teamwork, high degree of
professionalism and enthusiastic effort displayed by them during the year.
The statements contained in the Board''s Report and Management Discussion and Analysis Report
contain certain statements relating to the future and therefore are forward looking within the
meaning of applicable securities, laws and regulations. Various factors such as economic
conditions, changes in government regulations, tax regime, other statues, market forces and other
associated and incidental factors may however lead to variation in actual results.
Mar 31, 2024
Your Directors have pleasure in presenting the 39th Boardâs Report on the business and operations of your Company together
with the audited financial statements for the year ended March 31, 2024.
A summary of the Companyâs financial performance during the financial year:
|
Particulars |
As on 31st |
As on 31st |
|
Total revenue including other income |
2.75 |
- |
|
Total Expenditure |
22.68 |
18.27 |
|
Profit / (Loss) before tax |
(19.93) |
(18.27) |
|
Tax Expenses |
||
|
Profit / (Loss) after tax |
(19.93) |
(18.27) |
|
EPS |
||
|
-Basic |
(8.13) |
(7.46) |
|
-Diluted |
(8.13) |
(7.46) |
During the year under review, there was no business activity carried on by the Company. The Company has incurred a net
loss of Rs. 19.93 Lacs during the current year as compared to Net loss of Rs. 18.27 Lacs incurred during the previous year.
Mr. Pradeep Kumar Sethy became the promoter of the Company w.e.f. FY 2011-12 post completion of the open offer process
under the erstwhile SEBI Takeover Code, 1997.
Post the same, there was a Governmental inquiry against the Artha Tatwa Group of our promoter Mr. Pradeep Kumar Sethy
leading to inter alia the arrest of Mr. Pradeep Kumar Sethy. BSE Limited thereafter suspended the trading of the securities of
the Company from BSE Limited vide BSEâs notice number 20131205-19 dated 5th December, 2013 due to failure to comply
with various provisions of the Listing Agreement.
On August 5, 2014, the minority public shareholders of the Company held an Extra Ordinary General Meeting of the Company
under Section 100 of the Companies Act, 2013 where new directors were appointed as Directors to ensure compliance with
laws.
The Company has received communication ref. no. F. No. ECIR/04/BBSZO/2014 dated 12th January, 2015 from the Directorate
of Enforcement, Foreign Exchange Management Act and Prevention of Money Laundering Act, Bhubaneshwar Sub-Zonal
Office, contents reproduced as under:
Re: Artha Tatwa Group of Companies - Pradeep Kumar Sethy - reg.
1. This office has initiated an investigation against the captioned group under the provisions of Prevention of Money
Laundering Act 2002
2. In this connection is appears that Pradeep Kumar Sethy has acquired 490% shares of Yash Trading and Finance Limited
Regd office at Bagri Niwas, 53/55 N M Path, Mumbai 400 002 (Corporate Office at 1209 P J Towers, Dalal Street, Fort,
Mumbai 400 001)
3. It is requested that the said Shares should not be transferred, leased or mortgaged without the prior permission of the
undersigned
Your faithfully
Sd/-
D.V.S. Kishore,
Assistant Director
It is understood that current promoter Mr. Pradeep Kumar Sethy is in jail and is not in touch with the current management.
The past promoter Mr. Uttam Bharat Bagri who is now a public shareholder post the 2011 open offer process has been
supporting the company since August 2014 inter alia by giving pro bono administrative support for office operations including
provision of desk space at their office(s) to use as corporate office and usage of office facilities like computers, electricity,
manpower, etc. However, he has indicated to the company management that more than a decade has passed and he will be
unable to continue this arrangement indefinitely.
The Board of Directors express their gratitude to him for the support provided to the company in the interest of smaller
shareholders.
Your directors do not recommend any dividend for the year under review due to losses incurred by the Company.
During the year, no major business activity was carried out by the Company except investment / trading in the securities
markets.
The Board of Directors of your company has decided not to transfer any amount to the reserves for the year under review.
There is no change in the authorised, issued, subscribed and paid-up share capital of your Company during the financial year
2023-24.
⢠No equity shares with the differential rights as to dividend, voting rights etc, number of shares issued, diluted EPS etc.,
were issued during the year and thus no disclosure required.
⢠No Sweat Equity shares were issued during the year and thus no disclosure required.
⢠No shares were issued under a scheme of employeesâ stock option and thus no disclosure required.
⢠There exists no scheme for provision of money for purchase of or subscription of shares by employees or by trustees for
the benefit of employees of the company, and thus no disclosure is required.
No intimation regarding disqualification of Directors (in form DIR-8), on account of non-filing of financial statements or
annual returns for continuous period of 3 years or non-repayment of deposits, non-redemption of debentures, non-payment of
declared dividend, were received by the Company and thus, no disclosure required.
Material changes and commitments, if any, affecting the financial position of your Company which have occurred
between the end of the financial year of your Company to which the financial statements relate and the date of the
report
During the year under review, there are no material changes and commitments, which affect the financial position of your
Company which have occurred between the end of the financial year to which the financial statements relate and the date of
this Report.
Pursuant to Section 92(3) and Section 134(3)(a) of the Act read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of your Company in prescribed Form MGT-7 for the financial year ended
March 31, 2024 is available on your Companyâs website at http://www.yashtradingfinance.com
The particulars of loans, guarantees and investments given/made during the financial year under review and governed by the
provisions of Section 186 of the Act, 2013 forms part of financial statements.
Your Company has adequate systems of internal control, to ensure that all assets are safeguarded and protected against loss
from unauthorized use and procedures commensurate with the size and nature of business. Your Company continuously
upgrades its systems in line with the best availability practices. These systems are supported by periodical reviews by the
management and standard policies and guidelines to ensure that financial and other records are prepared accurately. During the
year under review, the Internal Financial Controls were operating effectively and no material or serious observations were
received from the Auditors of your Company for inefficiency or inadequacy of such controls.
Even through this non-production period the Company continues to ensure proper and adequate financial systems and
procedures commensurate with its size and nature of its business.
In view of the nature of activities carried on by the Company, the requirements for disclosure in respect of Conservation of
Energy, Technology Absorption, in terms of the Companies (Accounts) Rules, 2014 are not applicable to the Company.
However, the Company takes all possible efforts towards energy conservation. The requirement for disclosure with regard to
technology absorption does not apply to the Company as the activities in which the Company operates does not require any
technology.
During the financial year under review the Company has earned Foreign Exchange of âNilâ and incurred the Foreign Exchange
outgo of âNilâ.
The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy.
The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying
internal and external risks and implementing risk mitigation steps. The Committee will, on a quarterly basis, provide status
updates to the Board of Directors of the Company.
During the year there was no Related Party Transactions that were entered into during the financial year except sitting fees to
independent directors. All transactions were on armâs length and were in the ordinary course of business and were in
compliance with the applicable provisions of the Companies Act, 2013. There were no materially significant Related Party
Transactions made by the Company during the year that would have required shareholdersâ approval.
As the paid-up equity share capital of the Company is less than Rs. 10 Crore and net worth is less than Rs. 25 Crore, as on the
last day of the previous financial year, regulations of SEBI (LODR), 2015, specifically dealing with Related Party
Transactions are not applicable.
M/s. Bhatter & Co., Chartered Accountants (ICAI Firm Registration No.: 131092W) were appointed as the Statutory Auditors
of your Company at Annual General Meeting (AGM) of your Company held on September 30, 2022 for a term of five
consecutive years from the conclusion of the Annual General Meeting held on September 30, 2022 until the conclusion of 42nd
Annual General Meeting of your Company to be held in the year 2027.
M/s. Bhatter & Co., Statutory Auditors of your Company has audited books of account of your Company for the financial year
ended March 31, 2024 and have issued the Auditorsâ Report on the Financial Statements thereon. The Auditorâs Report does
not contain any qualification, reservation or adverse remark or Disclaimer.
Your Company had designated M/s. MAKK & Co. (Formerly Known as M/s. R. Jaitlia & Co.), Chartered Accountants, (ICAI
FRN 117246W) as an Internal Auditor of your Company, in compliance with the provisions of Section 138 of the Act and
Rules framed thereunder.
Internal Audit Reports are reviewed by the Audit Committee of your Company at their meetings held during quarterly
intervals. Internal Auditor carried out his functions as per the scope of work assigned and placed his reports at the meetings of
the Audit Committee, during quarterly intervals.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, M/s. Sonam Jain, Practicing Company Secretaries were appointed as Secretarial Auditor of your
Company to undertake the Secretarial Audit of your Company for the year under review. The report of Secretarial Audit in
Form No. MR-3 for the FY 2023-24 is annexed herewith as âAnnexure Iâ. The said report does not contain any qualification,
reservation or adverse remark or disclaimer.
Since the Company does not have paid up equity share capital exceeding Rs.10 Crore and Net Worth exceeding Rs.25 Crore,
compliance with Regulations 17 to 27, Regulation 46(2)(b) to 46(2)(i) and para-C, D and E of Schedule V, are not applicable to
the Company.
As the paid-up equity share capital of the Company is less than Rs. 10 Crore and net worth is less than Rs. 25 Crore, as on the
last day of the previous financial year, regulations of SEBI (LODR), 2015, specifically dealing with constitution of Board &
committees thereof, KMP, corporate governance requirements etc, are not applicable
Board of the Company is duly constituted in compliance with Section 149 of the Companies Act, 2013 read with rules made
thereunder. All the Directors of the Company are resident of India.
In compliance with Chapter XI - Appointment and Qualifications of Directors and Chapter XIII - Appointment and
Remuneration of Managerial Personnel read with rules made thereunder and Schedule IV - Code for Independent Directors,
Company have appointed Ms. Jyoti Budhia (DIN: 00332044) and Mr. Ajay Sharma (DIN: 06960753) as Independent
Directors to hold office for a term of 5 consecutive years not liable to retire by rotation, on the Board of your Company. The
current term of Ms. Jyoti Budhia (DIN: 00332044) and Mr. Ajay Sharma (DIN: 06960753) as Independent Directors of the
Company will be ending on 25th September, 2024.
Company is in receipt of âDeclaration of Independenceâ for the financial year 2023-24, as prescribed under 149(7), stating
that the Independent Directors meets the criteria of independence as provided in section 149(6) of the Companies Act, 2013.
Independent Directors of the Company have successfully cleared the âOnline Proficiency Self-Assessmentââ as required under
Ministry of Corporate Affairs vide its notification dated 22 nd October, 2019 has issued the Companies (Appointment and
Qualification of Directors) Fifth Amendment Rules, 2019.
In compliance with Section 149 of the Companies Act, 2013 read with Rule 3 of the Companies (Appointment and
Qualifications of Directors) Rules, 2014, Ms. Jyoti Budhia (DIN: 00332044) is appointed as woman director on the Board of
the Company whose current term will be ending on 25th September, 2024.
Mr. Sadiq Patel (DIN: 06911684) is re-appointed as Whole time Director in compliance with section 202, 203, 196 and 197 of
the Companies Act, 2013 read with rules made thereunder for a term of 5 years ending 29 th September, 2025.
Mr. Dinesh Mundhra (DIN: 00389283) is a Non-Executive Director on the Board of the Company. In accordance with the
provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Dinesh Mundhra retires from the
Board by rotation, and being eligible, offers himself for re-appointment.
Pursuant to section 152(6) of the Companies Act, 2013 2/3rd of total number of directors of public company are liable to retire
by rotation.
Board of your Company, as on the date of this report, composes of:
|
Name |
Designation |
|
Sadiq Patel |
Whole Time Director |
|
Dinesh Mundhra |
Non-Executive Director |
|
Jyoti Budhia |
Non-Executive and Independent Director |
|
Ajay Sharma |
Non-Executive and Independent Director |
Apart from the above, there are no changes in the composition of Board of Directors during the financial year 2023-24.
In compliance with Section 204 of the Companies Act, 2013 read with rules made thereunder and Regulation 6 of SEBI
(LODR), 2015, Mr. Sadiq Patel is appointed as Whole Time Director and Ms. Kavita Akshay Chhajer as Company Secretary
and Compliance officer, of the Company w.e.f 01st April, 2023 in place of Ms. Krisha Mehta, Company Secretary and
Compliance office of the Company who has resigned from the Company w.e.f. 07th October, 2022.
Composition of Audit Committee
The Audit Committee of your Company composes of the following members:
|
Name |
Designation |
|
Ms. Jyoti Budhia |
Chairperson |
|
Mr. Ajay Sharma |
Member |
|
Mr. Dinesh Mundhra |
Member |
Four meetings of the Board were held during the year on 12th May, 2023, 28th July, 2023, 20th October, 2023 and 2nd February,
2024.
The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013, Rules framed
thereunder read with the Secretarial Standards on Meetings of the Board of Directors.
a. Ms. Himani Bhootra - (DIN 09811030)
Pursuant to the provisions of the Section 161 (1) of the Companies Act, 2013 and the Articles of Association of the Company, and
based on the recommendations of the Nomination and Remuneration Committee the Board of Directors of the Company appointed,
Ms. Himani Bhootra (DIN 09811030) as an Additional Director the Company with effect from 25th September, 2024.
Pursuant to provisions of Section 161 (1) of the Act, Ms. Himani Bhootra (DIN 09811030) would hold office up to the date of this
Annual General Meeting.
Further the Board of Directors also appointed her as an Independent Director pursuant to Section 149 and other applicable
provisions, if any, of the Companies Act, 2013 and the rules framed thereunder. The Company has received a notice in writi ng,
from Ms. Himani Bhootra (DIN 09811030), under the provisions of Section 160 of the Companies Act, 2013 proposing her
candidature for the office of Director of the Company for consideration of members in the 39th Annual General Meeting.
The Company has received from Ms. Himani Bhootra (DIN 09811030), consent in writing to act as a Director of the Company and
declaration to the effect that she is not disqualified under Section 164 of the Companies Act, 2013. Also Ms. Himani Bhootra (DIN
09811030) has given a declaration to the Board that she meets the criteria of independence as provided under Section 149(6) of the
Act.
Ms. Himani Bhootra (DIN 09811030) is a Company Secretary with strong knowledge of company laws and legislation.
Pursuant to the provisions of the Section 161 (1) of the Companies Act, 2013 and the Articles of Association of the Company, and
based on the recommendations of the Nomination and Remuneration Committee the Board of Directors of the Company appointed,
Mr. Bharatkumar Pramodbhai Suchak (DIN 05154775) as an Additional Director the Company with effect from 25th September,
2024.
Pursuant to provisions of Section 161 (1) of the Act, Mr. Bharatkumar Pramodbhai Suchak (DIN 05154775) would hold office up
to the date of this Annual General Meeting.
Further the Board of Directors also appointed him as an Independent Director pursuant to Section 149 and other applicabl
provisions, if any, of the Companies Act, 2013 and the rules framed thereunder. The Company has received a notice in writing
from Mr. Bharatkumar Pramodbhai Suchak (DIN 05154775), under the provisions of Section 160 of the Companies Act, 201
proposing his candidature for the office of Director of the Company for consideration of members in the 39th Annual Genera
Meeting.
The Company has received from Mr. Bharatkumar Pramodbhai Suchak (DIN 05154775), consent in writing to act as a Director c
the Company and declaration to the effect that he is not disqualified under Section 164 of the Companies Act, 2013. Also Mi
Bharatkumar Pramodbhai Suchak (DIN 05154775) has given a declaration to the Board that he meets the criteria of independenc
as provided under Section 149(6) of the Act.
Mr. Bharatkumar Pramodbhai Suchak (DIN 05154775) is a Chartered Accountant with 13 years of comprehensive expertise i
visionary leadership, executive oversight, and strategic advisory roles. In addition to providing advisory services in Direct an
Indirect Taxation, He has a proven track record in auditing PSU bank branches. He has specialization in project finance an
subsidy-related consultancy.
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability,
confirm that:
⢠In the preparation of annual financial statements, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
⢠the Directors 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 at the end of the
financial year 2023-24 and of the profit of the Company for that period;
⢠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;
⢠The Directors have prepared the annual accounts on a going concern basis;
⢠The Directors had laid down proper internal financial controls and such internal financial controls are adequate and were
operating effectively;
⢠The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
⢠Based on the framework of internal financial controls and compliance systems established and maintained by the
Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews
performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that
the Companyâs internal financial controls were adequate and effective during the financial year 2023-24.
The information required under Section 197 (12) of the Act read with Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, in respect of ratio of remuneration of each director to the median
remuneration of the employees of the Company for the financial year are as follows:
|
Sr. No. |
Name of Director |
Designation |
Remuneration |
Median Remuneration per |
Ratio (Remuneration of Director to |
|
1. |
Mr. Sadiq Patel |
Whole Time |
Nil |
Nil |
N.A. |
Note: In view of losses incurred by the Company during the year, the Whole Time Director has foregone his remuneration for
the financial year ended 2023-24.
|
Percentage increase in Remuneration of |
2022-23 |
2023-24 |
Differential |
% increase/ |
|
Ms. Krisha Mehta (Company Secretary and Compliance Officer) (*resigned from the company w.e.f 07lh October, 2022) |
88,800 |
N.A. |
N.A. |
|
|
Kavita Akshay Chhajer (Company Secretary & Compliance Officer) (Appointedw.e.f 01-Apr-2023) |
2,04,000 |
There is no employee covered under the provisions of Section 197(14) of the Act.
Ms. Kavita Akshay Chhajer, Company Secretary and Compliance Officer is the only permanent employee on the pay roll of the
Company, and hence disclosure under Rule 5(viii) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (as amended) is not applicable for the Company.
It is affirmed that the remuneration is as per the remuneration policy of the Company.
Your Board consists of personalities with professional expertise and credentials. Their experience and professional credentials
is expected to help your Company for strategy formulation and its implementation, thereby enabling its growth objectives.
In the opinion of the Board, the independent director(s) appointed/ continuing during the year possesses requisite integrity,
expertise, experience and proficiency.
The Company has received declarations from the Independent Directors of the Company under section 149(7) of the
Companies Act, 2013 confirming that they meet the criteria of independence as provided in Section 149(6) of the Companies
Act, 2013 and there has been no change in the circumstances which may affect their status as Independent Directors.
Further, they have included their names in the data bank of Independent Directors maintained with the Indian Institute of
Corporate Affairs in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014.
During the Financial year 2023-24 separate meeting exclusively of Independent Directors was held on 02nd February 2024.
Annual Evaluation of the Board
The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual
directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs
from all the directors on the basis of the 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 the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The Board and the Nomination and Remuneration Committee (âNRCâ) reviewed the performance of the individual directors
on the basis of the 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.
In a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a
whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non -executive
directors. The same was discussed in the Board meeting that followed the meeting of the independent Directors, at which the
performance of the Board, its committees and individual directors was also discussed.
In terms of the provisions of Section 178(3) of the Act, the Nomination and Remuneration Committee (NRC) is responsible
for formulating the criteria for determining qualification, positive attributes and independence of a Director. The NRC is al so
responsible for recommending to the Board a policy relating to the remuneration of the Directors, Key Managerial Personnel
and other employees. The Board has on the recommendation of the NRC framed a policy for selection and appointment of
Directors, Senior Management and their remuneration. The said policy is stated in Annexure-II of this report.
During the year under review, your Company has not accepted any deposits in terms of Section 73 of the Act read with the
Companies (Acceptance of Deposit) Rules, 2014, no amounts were outstanding which were classified as âDepositsâ under the
applicable provisions of Act as on the date of Balance Sheet.
The Company has adopted a Vigil Mechanism Policy to provide a mechanism for the Directors and employees to report
genuine concerns about any unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct. The
provisions of this policy which is uploaded on the Companyâs website are in line with the provisions of Section 177 (9) of the
Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015/Listing Agreement.
i. The ratio of the remuneration of each director to the median remuneration of the employees of the company for the
financial year - No remuneration was paid to the Directors during the year under review other than sitting fees to
independent directors.
ii. The percentage increase in remuneration of each director, Chief Financial Officer (CFO), Chief Executive Officer
(CEO), Company Secretary or Manager, if any, in the financial year - Not applicable
iii. The percentage increase in the median remuneration of employees in the financial year - Not applicable
iv. The number of permanent employees on the rolls of the company; - There was only one employee on the payroll of the
Company.
v. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof
and point out if there are any exceptional circumstances for increase in the managerial remuneration - During the year
under review, except for Company Secretary, no other managerial personnel was paid remuneration and thus, no
comparative data is available for disclosure.
vi. Remuneration payable to the managerial personnel is as per the Remuneration policy of the Company.
vii. The names of the top ten employees in terms of remuneration drawn - There is only one employee on the payroll of the
Company, viz. CS Kavita Akshay Chhajer
viii. The name of every employee, who
a. if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not
less than Rs.1.2 Crore - No such case during the year under review.
b. if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in
the aggregate, was not less than Rs. 8.5 lac per month - No such case during the year under review.
c. if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the
aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or
whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than 2%
of the equity shares of the Company - No such case during the year under review.
The Company is currently listed on BSE Limited under scrip code 512345 and under scrip id YASTF. Your Company has
paid Annual listing fee for the financial year 2023-24 to the abovementioned exchange.
The Central Government has not prescribed maintenance of cost records for your Company under Section 148 (1) of the Act.
Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016
During the year under review, your Company has not made application under the Insolvency and Bankruptcy Code, 2016 and
no proceeding was pending under the said code.
There was no difference between amount of the valuation done at the time of one-time settlement and the valuation done while
taking loan from the Banks or Financial Institutions as there was no one time settlement and the valuation done during the
year.
As on the date of notification of clause 5A to para A of part A of schedule III of SEBI Listing Regulations, 2015 i.e. 15th July,
2023 there exist no agreements as stated under the said clause.
The criteria prescribed for the applicability of Corporate Social Responsibility u/s 135 of the Companies Act, 2013 is not
applicable to your Company.
The Management Discussion and Analysis Report for the financial year under review, as per Regulation 34(2)(e) of the SEBI
Listing Regulation is presented in a separate section forming part of this Annual Report.
There is no significant material orders passed by the Regulators / Courts or Tribunals which would impact the going concern
status of your Company and its future operations.
There are no shares in the demat suspense account or unclaimed suspense account, hence no disclosure made.
The disclosure on the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 is not applicable to your Company.
There is no such Company which has become or ceased as a subsidiary, associates and joint ventures, during the year under
review.
Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders,
Bankers, regulatory bodies and other business constituents during the year under review.
Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives,
officers and staff, resulting in successful performance of the Company during the year.
For and on behalf of the Board of Directors
Yash Trading and Finance Limited
Sd/- Sd/-
Sadiq Patel Dinesh Mundhra
Whole time Director Director
DIN-06911684 DIN-00389283
Place: Mumbai
Date: September 5, 2024
Mar 31, 2014
Dear Members,
The directors have pleasure in presenting the company''s 29th Annual
Report and Annual Accounts for the year ended 31st March, 2014.
MANAGEMENT OF THE COMPANY
Members are aware that due to poor management of the company, Mr.
Bharat Bagri and Mr. Sadiq Patel have been appointed as Directors of
the Company on August 5, 2014 at the Extra Ordinary General Meeting
called under Section 100 of the Companies Act 2013. Post their being
appointed as Directors, the company has strived hard to comply with the
various clauses of the Listing Agreement and the provision of the
Companies Act, including holding of the 28th Annual General Meeting
FINANCIAL RESULTS:
During the year, there was negligible business carried on by the
company, and the company has made a loss of Rs. 2.5 lakh
DIVIDEND
Since there are no profits during the year, your Directors did not
recommend any dividend on equity shares.
FIXED DEPOSITS
During the year under review, the Company has not accepted any deposit
under Section 58A of the Companies Act, 1956, read with Companies
(Acceptance of Deposits) Rules, 1975.
DIRECTORS
In accordance with Section 255 and 256 of the Companies Act, 1956 read
with the Articles of Association of the Company, Mr. Manoja Kumar
Patanayak and Mr. Krushna Padhi, Directors are retiring by rotation.
The Board has found it not possible to ascertain where the retiring
Directors are eligible for re-appointment, nor has received notice
expressing their unwillingness to be re-appointed as directors.
Therefore, the Board decided to not make any recommendation on the
re-appointment of the Directors and left it to the discretion of the
members at the Annual General Meeting whether to re-appoint the said
two Directors on the Board of the company.
Based on the confirmations received from Directors, none of the
Directors are disqualified from appointment under Section 274(1) (g) of
the Companies Act, 1956.
AUDITORS &THEIR REPORTS
M/s. Bhatter and Co., Chartered Accountants, Mumbai, Auditors of the
Company having Firm Registration No. 131092W, retires at the ensuing
Annual General Meeting, are eligible for re-appointment. Their
appointment is recommended to hold office until the conclusion of the
Annual General Meeting of the Company for the financial year 2016-17.
The Company has received certificate from the Auditors to the effect
that their reappointment, if made, will be in accordance with the
provisions prescribed under section 139 and other applicable
provisions, if any, of the Companies Act, 2013.
The observations made in the Auditors report read together with the
relevant notes thereon, are self explanatory and hence do not call for
any comments under Section 217 of the Companies Act,1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGOING
The company has no activity relating to conservation of energy or
technology absorption. There has not been any earnings or outgoing in
foreign exchange during the year.
LISTING FEE
The Equity shares of the Company are listed on BSE Limited and the
Company has paid annual listing fee upto financial year 2013-2014.
PARTICULARS AS REQUIRED U/S 217(2A) OF THE COMPANIES ACT, 1956
The company has no employees that have been paid remuneration during
the year under sections 217 (2A) of the Companies Act, 1956 (as amended
by the companies amendment act, 1988).
COMPLIANCE CERTIFICATE
Pursuant to Section 383A of the Companies Act, 1956, a certificate from
M/s. Kothari H & Associates, a firm of Company Secretary in Whole Time
Practice, regarding status on compliance of the provisions of the
Companies Act, 1956 by the Company has been annexed along with this
report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
1. That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure;
2. That the directors 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 at the end of the financial year ended on
31st March, 2014 and of the profit or loss of the company for that
period;
3. That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of companies act, 1956 for safeguarding the assets of the
company and for preventing and detecting fraud and of the
irregularities;
4. That the directors have prepared the Annual Accounts on a going
concern basis.
PERSONNEL RELATIONS
There are no employees of the company as on date
ACKNOWLEDGEMENT
The directors wish to express their gratitude to all the shareholders,
bankers, clients and employees for the confidence reposed on them and
look forward to their continued co-operation and support.
For and on behalf of the board of directors of YASH TRADING AND FINANCE
LIMITED
Sd/- Sd/-
(Bharat Bagri) (Sadiq Patel)
Director Director
DIN 01379855 DIN 06911684
Place : Mumbai Place : Mumbai
Date : August 28, 2014 Date : August 28, 2014
Mar 31, 2013
Dear Members,
The members of YASH TRADING AND FINANCE LIMITED Your directors have
pleasure in presenting the company''s 28th Annual Report and Annual
Accounts for the year ended 31st March, 2013.
MANAGEMENT OF THE COMPANY
Members are aware that due to poor management of the company, Mr.
Bharat Bagri and Mr. Sadiq Patel have been appointed as Directors of
the Company on August 5, 2014 at the Extra Ordinary General Meeting
called under Section 100 of the Companies Act 2013. Post their being
appointed as Directors, the company has strived hard to comply with the
various clauses of the Listing Agreement and the provision of the
Companies Act, including holding of the 28th Annual General Meeting
FINANCIAL RESULTS:
During the year, there was negligible business carried on by the
company, and the company has made a loss of Rs. 8.34 lakh
DIVIDEND
Since there are no profits during the year, your Directors did not
recommend any dividend on equity shares.
FIXED DEPOSITS
During the year under review, the Company has not accepted any deposit
under Section 58A of the Companies Act, 1956, read with Companies
(Acceptance of Deposits) Rules, 1975.
DIRECTORS
In accordance with the Companies Act, 2013, Mr. Manoja Lumar Patanayak
DIN 02440958 and Mr. Krushna Padhi DIN 03262425, Directors are retiring
by rotation.
The Board has found it not possible to ascertain where the retiring
Directors are eligible for re-appointment, nor has received notice
expressing their unwillingness to be re-appointed as directors.
Therefore, the Board decided to not make any recommendation on the
re-appointment of the Directors and left it to the discretion of the
members at the Annual General Meeting whether to re-appoint the said
Director on the Board of the company.
AUDITORS & THEIR REPORTS
M/s. Bhatter and Co., Chartered Accountants, Mumbai, Auditors of the
Company having Firm Registration No. 131092W, retires at the ensuing
Annual General Meeting, are eligible for re-appointment. Their
appointment is recommended to hold office from the conclusion of this
Annual General Meeting till the conclusion of the next Annual General
Meeting of the Company on such remuneration as may be fixed by the
Board of Directors. The Company has received certificate from the
Auditors to the effect that their reappointment, if made, will be in
accordance with the provisions prescribed under section 139 and other
applicable provisions, if any, of the Companies Act, 2013.
The observations made in the Auditors report read together with the
relevant notes thereon, are self explanatory and hence do not call for
any comments under Section 217 of the Companies Act, 1956.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGOING
The company has no activity relating to conservation of energy or
technology absorption. There have not been any earnings or outgoing in
foreign exchange during the year.
LISTING FEE
The Equity shares of the Company are listed on BSE Limited and the
Company has paid annual listing fee upto financial year 2013-2014.
PARTICULARS AS REQUIRED U/S 217(2A) OF THE COMPANIES ACT, 1956
The company has no employees that have been paid remuneration during
the year under sections 217 (2A) of the Companies Act, 1956 (as amended
by the companies amendment act, 1988).
COMPLIANCE CERTIFICATE
Pursuant to Section 383A of the Companies Act, 1956, a certificate from
M/s. Kothari H & Associates, a firm of Company Secretary in Whole Time
Practice, regarding status on compliance of the provisions of the
Companies Act, 1956 by the Company has been annexed along with this
report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
1. That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure;
2. That the directors 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 at the end of the financial year ended on
31st March, 2013 and of the profit or loss of the company for that
period;
3. That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
company and for preventing and detecting fraud and of the
irregularities;
4. That the directors have prepared the Annual Accounts on a going
concern basis.
PERSONNEL RELATIONS
There are no employees of the company as on date
ACKNOWLEDGEMENT
The directors wish to express their gratitude to all the shareholders,
bankers, clients and employees for the confidence reposed on them and
look forward to their continued co-operation and support.
For and on behalf of the board of directors of YASH TRADING AND FINANCE
LIMITED
Sd/- Sd/-
(Bharat Bagri) (Sadiq Patel)
Director Director
DIN 01379855 DIN 06911684
Place : Mumbai Place : Mumbai
Date : August 28, 2014 Date : August 28, 2014
Mar 31, 2012
To The Members of YASH TRADING AND FINANCE LIMITED
The directors have pleasure in presenting the company's Twenty Seventh
Annual Report and Annual Accounts for the year ended 31st March, 2012.
FINANCIAL RESULTS:
(Amount in Rs.)
Particulars For the Year Ended March 31,
2012 2011
Income from Operations 4,340,059 2,008,195
Total Expenditure 4,104,568 203,414
profit before tax 235.492 1,804,781
Less: Provision for Taxation 72,767 545.000
Profit After Tax 162,725 1,259,781
Add. Balance brought forward
from last year 4,839,020 3,579,239
Balance Transferred To Balance Sheet 5,001,745 4,839,020
REVIEW OF OPERATIONS.
During the year under consideration your company has made a profit of
Rs. 162,725/- against the profit of Rs. 1,259,781 earned in previous
year.
DIVIDEND
For accumulation of reserves for future growth of the Company, no
dividend is recommended by the board for the year. FIXED DEPOSITS
During the year under review, the Company has not accepted any deposit
under Section 58A of the Companies Act, 1956, read with Companies
(Acceptance of Deposits) Rules, 1975.
DIRECTORS
During the financial year mere was a resignation of Mr. Bharat
Chandratan Bagri, Mrs. Sana Bharat Bagri and Mr. Suresh Mulji Ahiya
from the directorship on 7th January, 2012 and appointment of Mr.
Manoja Kumar Patan.ayak, Mr. Sambit Kumar Khuntia and Mr. Shri Krushr.a
Padhi as the Additional Directors of the Company on the same date.
Pursuant to provisions of Section 260 of the Companies Act, 1956, they
hold office upto the date of ensuing Annual General meeting. The
Company has received, notices from members in terms of Section 257 of
the Companies Act, 1956 pr oposing the, candidature of Mr. Manoja Kumar
Patanayak, Mr. Sambit Kumar Khuntia and Mr. Shri Krashna Padhi as
Directors of the Company.
Your Board places on record sincere appreciation of the valuable
guidance and support received from Mr. Bharat Chandratan Bagri, Mrs.
Sarla Bharat Bagri and Mr. Suresh Mulji Ahiya.
None of the Directors or the Company is disqualified under Section
274(l)(g) of the Companies Act, 1956.
AUDITORS &THEIR REPORTS
M/s. K.J. Shah & Associates, Chartered Accountants, Mumbai, the
Auditors of the Company, retire at the forthcoming Annual General
Meeting and has shown his unwillingness to re-appoint as Statutory
Auditor of the Company. The management of the Company lias consulted to
M/s. Shatter & Co., Chartered Accountants to be appointing as a
Statutory
Auditor in place of M/s. K.J. Shah & Associates, Chartered Accountants.
They have furnished a certificate to the effect that their proposed
appointment, if made will be in accordance
The Auditor's Report to the shareholders does not obtain any
qualification. The notes to the accounts referred to in the Auditors
Report are self explanatory and therefore do not rail for any comments.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE
EARNINGS ASP OUTGOING
The company has no activity relating to conservation of energy or
technology absorption. There has not been any earnings or outgoing in
foreign exchange during the year.
LISTING FEE
The Equity shares of the Company are listed on BSE Limited and the
Company has paid annual listing fee for the financial year 2012-2013.
PARTICULARS AS REQUIRED U/S217f2A) OF THE COMPANIES ACT. 1956
The company has no employees that have been paid remuneration during
the year under sections 217 (2a) of the companies act 1956 (as amended
by the companies amendment act, 1988).
COMPLIANCE CERTIFICATE
Pursuant to Section 383A of the Companies Act 1956, a certificate from
M/s. Kothari H & Associates, affirm of Company Secretary in Whole Time
Practice, regarding status on compliance of the provisions of the
Companies Act 1956 by the Company has been annexed along with this
report
DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of section 217 (2aa) of the companies
act 1956 an amended by companies (amendment) act 2003 your directors
state; V '
1. That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure;
2. That the directors have selected such accounting policies and
applied them consistendy 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 at the end of the financial year ended on
31st March, 2012 and of the profit or loss of the company for that
period; âÃâ
3. That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of companies act, 1956 for safeguarding the assets of the
company and for preventing and detecting fraud and of the
irregularities;
4. That the directors have prepared the Annual Accounts on a going
concern basis.
PERSONNEL RELATIONS
The Company enjoyed cordial relations with the employees during the
year under review and the Management appreciates the employees of all
cadres for their dedicated services to the Company.
ACKNOWLEDGEMENT
The directors wish to express their gratitude to all the shareholders,
bankers, clients and employees for the confidence reposed on them and
look forward to their continued co-operation and support.
For and on behalf of the board of directors
For YASH TRADING AND FINANCE LIMITED
Sd/-
(Manoja Kumar Patanayak) .
Chairman
Place: Mumbai
Date: 30.05.2012
Mar 31, 2010
The directors have pleasure in presenting the companys Twenty Fifth
Annual Report and Annual Accounts for the year ended 31st March, 2010.
1. During the year under consideration your company has made a loss of
Rs. 1.35 lakh compared to a profit of Rs. 3.39 lakh in the previous
year
2. Shri Uttam Bagri has retired from the company on 26th May 2010 and
Shri Vimal Chandak has been appointed as Director w.e.f. 26th May 2010,
and is eligible to and has offered himself for appointment
3. Dividend - No dividend is recommended by the board for the year.
4. Conservation of energy, technology absorption, foreign exchange
earnings and outgoing - The company has no activity relating to
conservation of energy or technology absorption. There has not been any
earnings or outgoing in foreign exchange during the year
5. Fixed deposits - The company has no deposits within the meaning of
the companies (acceptance of deposits) rule, 1975 Ã
6. Particulars of employees - The company has no employees that have
been paid remuneration during the year under sections 217 (2a) of the
companies act, 1956 (as amended by the companies amendment act, 1988)
7. Directors responsibility statement- In accordance with the
provisions of section 217 (2aa) of the companies act, 1956 an amended
by companies (amendment) act, 2003 your directors state;
a. That in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departure
b. That the directors 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 at the end of the financial year ended on
31st March, 2010 and of the profit or 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 companies act, 1956 for safeguarding the assets of the
company and for preventing and detecting fraud and of the
irregularities;
d. That the directors have prepared the Annual Accounts on a going
concern basis.
8. Acknowledgement - The directors wish to express their gratitude to
all the shareholders, bankers, clients and employees for the confidence
reposed on them and look forward to their continued co-operation and
support.
For and on behalf of the board of directors
For Yash Trading and Finance Limited
Sd/-
Bharat Bagri/ Vimal Chandak
Directors
Place: Mumbai
September 1, 2010
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