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SIZEMASTERS TECHNOLOGY LIMITED Annual Report 2020

Aug 8, 2020

63277_rns_2020-08-08_7107d20f-25c1-4469-a3f9-482e0cf6e0b7.pdf

Annual Report

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August, 2020

27[th] Annual Report 2019-2020

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BOARD OF DIRECTORS

Sl.
NO.
NAME DESIGNATION DIN ADDRESS
1. JAI PRAKASH GUPTA MANAGING DIRECTOR 00253529 B-3/65, Block No. B-3, Safdarjung
Enclave, New Delhi-110029
2. NEENA GUPTA DIRECTOR 00253592 B-3/65, Block No. B-3, Safdarjung
Enclave, New Delhi-110029
3. VIRENDER GOEL INDEPENDENT DIRECTOR 07140835 A-75, Hilltop Appts., Freedom
Fighter Enclave, IGNOU Road,
New Delhi-110068
4. VIJAY KHANNA INDEPENDENT DIRECTOR 07140826 342, Kucha Ghasi Ram, Chandni
Chowk, Delhi-110006
5. NEERAJ SOBTI INDEPENDENT DIRECTOR 07280098 29, Krishna Market,
Lajpat Nagar-1, Delhi-110024

CHIEF FINANCIAL OFFICER (CFO) : MS. NEENA GUPTA COMPANY SECRETARY : MS. VARSHA JOSHI STATUTORY AUDITORS : GAURAV SURENDER GUPTA & ASSOCIATES, CHARTERED ACCOUNTANTS FIRM REGISTRATION NO. : 032345N INTERNAL AUDITORS : DAGA ARUN & CO. CHARTERED ACCOUNTANTS, NEW DELHI REGISTERED OFFICE : 1/24, BANSI HOUSE, ASAF ALI ROAD, NEW DELHI-110002 REGISTRAR & TRANSFER AGENTS : ABHIPRA CAPITAL LIMITED, A-387, DILKHUSH INDUSTRIAL AREA, AZADPUR, DELHI-110033 NEW RTA : M/S NIVIS CORPSERVE LLP 03 SHANKAR VIHAR, 2ND FLOOR, VIKAS MARG, DELHI-110092 TEL. NO. 011 - 45201005 EMAIL :[email protected]; [email protected]

LISTING OF SHARES

Sl. No. Name of the Stock Exchange Stock Code
1 BSE Limited
Phiroze JeejeebhoyTowers, Dalal Street, Mumbai - 400 001
513496
2 The Calcutta Stock Exchange Limited
7, Lyons Range, Dalhousie,
Kolkata, West Bengal - 700 001
23440

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CONTENTS PAGE NO.
27 [TH] ANNUAL GENERAL MEETING
Notice 1
Day : Saturday Directors’ Report 7
Date : 29 [th] August, 2020 Report on Corporate Governance 14
Auditors’ Report 27
Time : 10:00 A.M.
Balance Sheet 32
Venue : Through VC / OAVM Statement of Profit & Loss 34
Cash Flow Statement 36
Notes to the Financial Statements 38
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Mewat Zinc Limited

NOTICE

NOTICE is hereby given that 27th Annual General Meeting ('AGM') of the members of Mewat Zinc Limited ('THE COMPANY') will be held on Saturday, the 29th day of August, 2020 at 10.00 a.m. through Video Conferencing ('VC') / Other Audio Visual Means ('OAVM') without the physical presence of members at a common venue to transact the following business:-

ORDINARY BUSINESS:-

  1. To receive, consider and adopt the Audited Financial Statements of the Company for the Financial Year ended on 31st March, 2020 together with the Reports of the Board of Directors & Auditors' thereon.

  2. To appoint a Director in place of Ms. Neena Gupta (DIN: 00253592), who retires by rotation and being eligible, offers herself for re-appointment.

By the order of the Board For MEWAT ZINC LIMITED

Regd. Office: 1/24,Bansi House, Asaf Ali Road, New Delhi-110 002 CIN : L27204DL1991PLC046120

Sd/- Varsha Joshi Company Secretary Membership No. ACS 35141

Date : 22/07/2020 Place : New Delhi

NOTES:

  1. In view of the continuing Covid-19 Pandemic, the Ministry of Corporate Affairs ("MCA") has vide its circular dated May 5,2020 read with circulars dated April 8, 2020 and April 13, 2020 (collectively referred to as ''MCA Circulars'') permitted the holding of the Annual General Meeting (''AGM'') through VC/OAVM without the physical presence of Members at a common venue. In compliance of the provisions of Companies Act, 2013 ("Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and MCA Circulars, the AGM of the Company is being held through VC/OAVM.

  2. Since this Annual General Meeting is held without the physical presence of the Members, the Proxy Form and the Attendance Slip are not annexed to this Notice.

  3. Institutional / Corporate Shareholders (i.e. other than individuals / HUF, NRI etc.) are required to send a scanned copy (PDF/JPG Format) of its Board of Governing Body Resolution / Authorisation etc. authorizing its representative to attend the AGM through VC/OAVM on its behalf and to vote through e-voting. The said resolution/authorization shall be sent to the scrutinizer by e-mail through its registered e-mail address to [email protected].

  4. In terms of Notification issued by the Securities and Exchange Board of India (SEBI), Equity Shares of the Company are under compulsory demat for trading by all investors. Members are, therefore advised to dematerialize their physical shareholding to avoid any inconvenience of trading in the shares of the Company.

  5. In Compliance with the aforesaid MCA Circulars and SEBI Circular dated May 12, 2020 Notice, inter-alia, explaining the manner of attending Annual General Meeting through VC/OAVM and electronic voting (e-Voting) of 27th AGM of the Company and the Annual Report for the financial year 2019-20 is being sent only through electronic mode to those Members whose e-mail addresses are registered with the Company/Depositories. Members may note that the Notice and Annual Report will also be available on Company's website, www.mewatzinc.com, website of the stock exchanges i.e. BSE Ltd. at www.bseindia.com on the website of CDSL at www.cdslindia.com.

  6. Members attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Companies Act, 2013.

  7. Since the Annual General Meeting will be held through VC/OAVM without the physical presence of Members of the Company at a common venue, the route map is not required.

  8. Members, who are holding shares in physical/electronic form and their e-mail addresses are not registered with the Company/their respective Depository Participants, are requested to register their e-mail addresses at the earliest by sending scanned copy of a duly signed letter by the Member(s) mentioning their name, complete address, folio number, number of shares held with the Company along with self-attested scanned copy of the PAN Card and self-attested scanned copy of any one of the following documents viz., Aadhar Card, Driving Licence, Election Card, Passport, utility bill or any other Govt. document in support of the address proof of the Member as registered with the Company for receiving the Annual Report 2019-20 along with AGM Notice by email to [email protected].

27TH ANNUAL REPORT 2019-2020.............1

Mewat Zinc Limited

  1. Members holding shares in demat form can update their email address with their Depository Participants.

  2. Members who are holding shares in physical form in identical names in more than one folio are requested to write to RTA enclosing their Share Certificate(s) to enable the Company to consolidate their holding into one folio.

  3. Information required under Regulations 26(4) and 36(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, in respect of Directors seeking appointment/re-appointment at this Annual General Meeting ("AGM") is also annexed.

  4. The Register of Members and Share Transfer Books of the Company will remain closed from Saturday, the 22nd day of August, 2020 to Monday, the 29th day of August, 2020 (both days inclusive).

  5. In case of joint shareholders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

  6. In terms of Section 72 of the Companies Act, 2013, the shareholders of the Company may nominate a person on whom the shares held by him/them shall vest in the event of his/her death. Shareholders desirous of availing this facility may submit nomination in SH-13.

  7. As per Regulation 40 of SEBI Listing Regulations, as amended, securities of listed companies can be transferred only in dematerialized form with effect from April 1, 2019, except in case of request received for transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, members holding shares in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the Company or Company's Registrars and Transfer Agents, NIVIS CORPSERVE LLP for assistance in this regard. Members may also refer to Frequently Asked Questions ("FAQs") on their website www.nivis.co.in

  8. Any member requiring further information on the Accounts at the meeting is requested to send the queries in writing to the Company by Friday, the19th day of August, 2020 so the required information can be made available at the meeting.

  9. The Equity Shares of the Company are listed with the BSE Ltd., and the Calcutta Stock Exchange Limited. The Company has paid the annual listing fees to the BSE Limited for the year 2020-21.

  10. Voting through electronic means

  11. a. In compliance with provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended, the Company is pleased to provide members facility to exercise their right to vote at the 27th Annual General Meeting (AGM) by electronic means and the business may be transacted through e- Voting Services. will be provided by Central Depository Services(India) Limited (CDSL).

  12. b. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM but shall not be entitled to cast their vote again.

  13. c. The remote e-voting period commences on August 26, 2020 (09:00 a.m.) and ends on August 28, 2020 (05:00 p.m.). During this period members of the Company, holding shares in physical form, as on the cut-off date of August 22, 2020, may cast their vote by remote e-voting. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a Resolution is cast by the member, the members shall not be allowed to change it subsequently.

  14. The procedure and instructions for members for remote e-voting are as under:

  15. (i) The shareholders need to visit the e-voting website http://www.evotingindia.com/.

  16. (ii) Click on "Shareholders" module.

  17. (iii) Now enter your User ID

    • a. For CDSL: 16 digits beneficiary ID,

    • b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

    • c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

  18. (iv) Next enter the Image Verification as displayed and Click on Login.

  19. (v) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.

27TH ANNUAL REPORT 2019-2020.............2

Mewat Zinc Limited

  • (vi) If you are a first time user follow the steps given below:
For Shareholders holding shares in Demat Form and Physical Form
PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department (Applicable for both
demat shareholders as well as physical shareholders)

Shareholders who have not updated their PAN with the Company/Depository Participant
are requested to use the sequence number which is mentioned in email..
Dividend Bank
DetailsOR
Date of Birth (DOB)
Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your
demat account or in the company records in order to login.

If both the details are not recorded with the depository or company please enter the
member id / folio number in the Dividend Bank details field as mentioned in instruction
(iii).
  • (vii) After entering these details appropriately, click on "SUBMIT" tab.

  • viii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach 'Password Creation' menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is also to be used by the demat holders for voting on resolutions of any other company for which they are eligible to vote, provided that the company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

  • ix) For shareholders holding shares in physical form, the details can be used only for remote e-voting on the resolutions contained in this Notice.

  • x) Click on the EVSN.

  • xi) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same, the option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

xii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

  • xiii) After selecting the resolution on which you have decided to vote, click on "SUBMIT". A confirmation box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, click on "CANCEL" and accordingly modify your vote.

xiv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

xv) You can also take a print of the votes cast by clicking on "Click here to print" option on the Voting page.

  • xvi) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

  • xvii) Shareholders can also cast their vote using CDSL's mobile app "m-Voting". The m-Voting app can be downloaded from respective Store. Please follow the instructions as prompted by the mobile app while Remote Voting on your mobile.

PROCESS FOR THOSE SHAREHOLDERS WHO WISH TO OBTAIN LOGIN CREDENTIALS FOR E-VOTING FOR THE RESOLUTIONS PROPOSED IN THIS NOTICE BUT WHOSE EMAIL ADDRESSES ARE NOT REGISTERED WITH THE DEPOSITORIES :

  1. For Physical shareholders- Kindly send an email with a scanned request letter duly signed by 1st shareholder, scan copy of front and back of one share certificate, and copy of PAN card to [email protected]

  2. For Demat shareholders - Kindly update your email id with your depository participant and send copy of client master to [email protected]

INSTRUCTIONS FOR JOINING MEETING THROUGH VC:

(i) To join the meeting, the shareholders should log on to the e-voting website http://www.evotingindia.com/ and login as To join the meeting, the shareholders should log on to the e-voting website http://www.evotingindia.com/ and login as
explained above. After logging-in, kindly click on 'live streaming' tab and you will be redirected to 'cisco' website.
In the "Name" field - Put your name.
In the "last name" field - Enter your folio no. as informed in e-mail
In the "Email ID" field - Put your email ID
In the "Event password" field - Put the password as "cdsl@1234"

27TH ANNUAL REPORT 2019-2020.............3

Mewat Zinc Limited

Click join now button.

Event No. 166 553 1030 will start and you will be in the AGM through Video conferencing.

You can join meeting through laptop, tablet, and desktop.In case you want to join through mobile, you need to download the webex meet app from the respective play store .

PRE-REQUISITE FOR JOINING OF MEETING THROUGH DESKTOP OR LAPTOP:

  1. System requirement:

  2. Windows 7, 8 or 10

  3. I3

  4. Microphone, speaker

  5. Internet speed minimum 700 kbps

  6. Date and time of computer should be current date and time

PRE-REQUISITE FOR JOINING OF MEETING THROUGH MOBILE:

  • Please download webex application from play store

NOTE: IT IS ADVISABLE TO LOGIN BEFOREHAND AT E-VOTING SYSTEM AS EXPLAINED IN E-VOTING INSTRUCTIONSABOVE,TO BE FAMILIAR WITH THE PROCEDURE, SO THAT YOU DO NOT FACE ANY TROUBLE WHILE LOGGING-INDURING THE AGM.

PROCEDURE FOR E-VOTING AND JOINING OF MEETING THROUGH VC (EXPLAINED USING SCREENSHOTS):

  • i. The shareholders should log on to the e-voting website http://www.evotingindia.com/. Below screen will be appear.

  • ii. Press Shareholders/Members tab, after which the below screen will be appear.

  • iii. Enter user id as mentioned in your invite email, or read point number (iii) as given above.

  • Since you are a registered user, below screen will be appear. Enter your existing CDSL password in password field.

  • iv. In case you are 1st time user of CDSL e-voting system, then below screen will be appear.

  • v. Enter your PAN and bank detail/DOB or follow instruction as given point number (vi) above or mentioned in invite email; then below screen will be appear.

  • vi. For e-voting, press EVSN number given in EVSN column; and for joining AGM through video conferencing, click on "Click here" tab under the live streaming column.

  • E-voting screen will be shown as below, where you can cast your vote and press submit button given at the bottom of the screen.

Screen for login into Video Conferencing is shown below:

Fill the details as: In the "Name" field - Put your name. In the "last name" field - Enter your folio no. as informed in e-mail In the "Email ID" field - Put your email ID In the "Event password" field - Put the password as "cdsl@1234"

Click join now button.

Event will start and you will be in the AGM through Video conferencing.

You can join meeting through laptop, tablet, and desktop.In case you want to join through mobile, you need to download the webex meet app from the respective play store .

  • vii. Once you click on 'Join now' tab, the following screen will be appear :

  • viii. Now, Kindly click on 'Run a temporary application', after which a Webex driver will get downloaded. After downloading webex driver, run the application and you will be directed to the AGM.

  • CS Baldev Singh Kashtwal, Practicing Company Secretary (Membership No. FCS-3616 & CP No. 3169) has been appointed as the Scrutinizer to scrutinize the voting at this AGM and remote e-voting process in a fair and transparent manner.

  • The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the meeting and there after unblock the votes cast through remote e-voting in the presence of at least two witnesses not in the employment of the Company and shall make, not later than two days of the conclusion of the AGM, a consolidated scrutinizer's report of the total votes cast in favour or against, if any, to the Chairman or any other person authorized by him in writing, who shall counter sign the same and declare the result of the voting forthwith.

27TH ANNUAL REPORT 2019-2020.............4

Mewat Zinc Limited

  1. The Results declared along with the report of the Scrutinizer shall be placed on the website of the Company www.mewatzinc.com and on the website of CDSL immediately after the declaration of result by the Chairman or a person authorized by him in writing and communicated to the concerned stock exchanges.

By the order of the Board For MEWAT ZINC LIMITED

Regd. Office: 1/24,Bansi House, Asaf Ali Road, New Delhi-110 002 CIN : L27204DL1991PLC046120 Date : 22/07/2020 Place : New Delhi

Sd/-

Varsha Joshi Company Secretary Membership No. ACS 35141

27TH ANNUAL REPORT 2019-2020.............5

Mewat Zinc Limited

Annexure to the Notice

Details of Directors seeking appointment/re-appointment at the Annual General Meeting as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Particulars Ms. Neena Gupta(DIN:00253592)
Date of Birth 30.10.1951
Date of Appointment 30.10.1991
Qualifications Graduate
Expertise in specific functional areas Financial Matters, Leadership, Diversity, Board Service and Governance
Inter-se relationship between directors
and keymanagerialpersonnel
Spouse of Mr. J. P. Gupta
Directorships held in other public
companies (excluding foreign companies
and Section 8 companies)
-
Memberships / Chairmanships of
committees of otherpublic companies
-
Number of equity shares held in the Company 109600

Except Ms. Neena Gupta being an appointee, Mr. J. P. Gupta (her spouse ), none of the Directors or Key Managerial Personnel of the Company or their relatives are concerned or interested, financially or otherwise, in the resolution set out at Item No. 2. During the Financial Year 2019-20, Ms. Neena Gupta has attended all the Four Board Meetings held during the year

By the order of the Board For MEWAT ZINC LIMITED

Regd. Office: 1/24,Bansi House, Asaf Ali Road, New Delhi-110 002 CIN : L27204DL1991PLC046120 Date : 22/07/2020 Place : New Delhi

Sd/- Varsha Joshi

Company Secretary Membership No. ACS 35141

27TH ANNUAL REPORT 2019-2020.............6

Mewat Zinc Limited

DIRECTORS' REPORT and Management Discussion & Analysis

To

The Members,

Your Directors present the 27th Annual Report together with Audited Accounts of your Company for the financial year ended on 31st March, 2020.

FINANCIAL HIGHLIGHTS

The summarized financial results of the Company for the financial year 2019-20 are as under:-

(Amount in`)
Particulars 2019-20 2018-19
Revenue from Operations and Other Income 1,12,03,723 2,01,20,391
Total Expenditure 1,06,90,716 1,96,09,614
Profit before Interest, Depreciation & Tax 5,13,007 5,10,777
Interest Cost 0 0
Depreciation 0 0
Profit/ (Loss) after Dep. and before Tax 5,13,007 5,10,777
Provision for- Current Tax (Net) 1,33,042 1,35,000
-
MAT Credit Entitlement
0 0
-
Deferred Tax
(404) (527)
Prior Period Tax Adjustment 0 0
Net Profit/ (Loss) for the year after tax 3,80,369 3,76,304
Refund of Income Tax 2,060 0
Balance brought forward from previous year (41,98,060) (45,74,364)
Other Reserve 0 0
Balance carried to Balance Sheet (38,15,631) (41,98,060)
Earnings per Share :-
(i) Basic 0.09 0.09
(ii)Diluted 0.09 0.09

DIVIDEND

The Directors do not recommend any dividend on the equity shares for the year ended on 31st March, 2020.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Report of your company for the financial year ended on 31st March, 2020 is as under:

(a) Industry Structure and Development

Your Company is engaged in the trading activities and management expects that there is huge scope of development and growth in spite of competitive market conditions.

The unprecedented outbreak of COVID-19 impacted the global economy and human life, making it a very challenging environment for all the businesses. The changes forced on people and businesses by the pandemic are likely to last for some time and established ways of doing business may undergo changes leading to new ways of working.

Your Company was able to successfully manage immediate challenges of re-establishing normalcy in business operations and Company's assessments, strategies and prospects outlined in this report are to be read in the context of the evolving situation. During the current financial year the company has made turnover of` 112.03 lakhs.

(b) Opportunities and Threats

The Company envisages huge growth in the trading activities sector. But increased cost of purchases, competitive market conditions and low margins are the major threats in the trading industry.

(c) Segment - Wise and Product - Wise Performance

The Company operates in single segment. Therefore, no Segment-Wise and Product-Wise performance is done by the Company.

27TH ANNUAL REPORT 2019-2020.............7

Mewat Zinc Limited

(d) Outlook

The Company does not foresee and major threat to the growth prospective. Since the company is presently engaged in the trading activities, there is huge scope of growth in the industry.

(e) Risk and Concerns

The Company has constituted a committee of Directors to identify, monitor and minimize the risk and also to identify the business opportunities. The growth of your Company's portfolio is linked to the overall economic growth. Primary risk to the business will be on account of adverse changes to the economy. Further, the changes in consumer behavior, buying patterns and working environment arising due to COVID-19 pandemic may pose some challenges for the businesses.

(f) Internal Control Systems and it Adequacy

The Company is availing the services of independent professionals to carry out the internal audit and ensure that recording and reporting of all transactions is adequate and proper. The necessary measures are taken to update the internal control system. The system also ensures that all the transactions are appropriately authorised, recorded and reported. All the measures are regularly reviewed by the management and necessary improvements are done.

(g) Discussion on Financial Performance with respect to Operational Performance

The financial performance during the current financial year in terms of sales has been moderate. The Company has earned profit of ` 513007/- during the year under review.

(h) Material Development in Human Resources / Industrial Relations

The Company recognized the significance of human values and ensures that proper encouragement is given to the employees of the Company to motivate them. Employee's relations continued to be cordial throughout the year in the company.

(i) Details of Significant Changes in key financial ratios:

There has been no significant changes in key financial ratios.

(j) Cautionary Statement

The Statements in the "Management Discussion and Analysis Report" describe the Company's objectives, estimates and expectations, which may be a forward looking statement within the meaning of applicable laws, rules and regulations. The actual results may differ from those expressed or implied, depending upon the economic conditions and policies of the Government. Important factors that could make a difference to your Company's operations include competitive actions, disruptions caused by pandemic and natural calamities, changes in Government regulations, tax regimes, economic developments in India and other incidental factors.

OPERATIONS

During the year under review, the Company continued to carry on trading activities. Total revenue from the trading activities and other income amounted to 1,12,03,723/- as against 2,01,20,391/- in the previous year. Net profit after Depreciation and taxes has been 3,80,369 /- as against 3,76,304 /- during the previous year. The Directors are expecting better performance in the coming year.

THE STATE OF AFFAIRS OF THE COMPANY

The state of affairs of the Company is on the improvement track. The Directors are hopeful that in the coming years the financial strength will improve further.

FINANCE

(i) Share Capital

The paid-up Equity Share Capital as on 31st March, 2020 was 4.00 Crore. During the year under review, the Company has not issued any shares with differential voting rights nor granted stock options nor sweat equity.

(ii) Fixed Deposits

The Company is not accepting any fixed deposits from the public. There are no fixed deposits remaining unpaid/unclaimed with the Company as on 31st March, 2020.

(iii) Particulars of loans, guarantees or investments

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 may be taken as Nil.

MATERIAL CHANGES & COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes or any other commitments which may affect the financial position of the Company.

27TH ANNUAL REPORT 2019-2020.............8

Mewat Zinc Limited

RELATED PARTY TRANSACTIONS

During the year, Company did not enter into any contract / arrangement / transactions with Related Parties referred in Section 188(1) of the Companies Act, 2013 read with the rules made thereunder. In accordance with Ind AS-24, the Related Party Transactions are disclosed under Financial Statements.The details of Related Party Policy is available on http://mewatzinc.com/ data/documents/ Policy-on-Related-Party-Transactions.pdf

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE

There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

LISTING OF SHARES

The Equity Shares of the Company are listed with the BSE Ltd., and the Calcutta Stock Exchange Limited. The Company has paid the annual listing fees to the BSE Limited for the year 2019-20.

SHARE TRANSFER SYSTEM

The request regarding physical share transfers and share certificates should be addressed to Registrar and Transfer Agent. Such requests are processed with in stipulated time from the date of receipt provided documents meet the stipulated requirement of statutory provisions in all respect. The share certificates duly endorsed are returned immediately to the shareholder by RTA. The details of transfer and transmission are placed before the Stakeholders Relationship Committee from time to time and the Board for noting and confirmation.

DIRECTORS

(i) Retirement by rotation

In accordance with the applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Ms. Neena Gupta retires by rotation and is eligible for re-appointment.

(ii) Declarations by Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

(iii) Board Meetings

During the year, Four (4) Board Meetings and Four (4) Audit Committee Meetings were convened and held. The details are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(iv) Independent Directors Meeting

During the Financial Year 2019-2020 one meeting of the Independent Directors was held on 14.03.2020 to discuss the evaluation of the performance of Non-Independent Directors and the Board of Directors as a whole, evaluation of the performance of the Chairman of the Company taking into account the views of the executive and non-executive Directors and evaluation of the quality, content and timeliness of the flow of information between the management and Board which is necessary for the Board to perform its duties.

(v) Details of Directors or KMP appointed / re-appointed / resigned during the financial year.

During the year under review Mr. Virender Goel Mr. Vijay Khanna has been re-appointed (Shareholders approval) as an Independent Director for further term of 5 years.

COMPANY POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Company has formulated a remuneration policy which provides the manner of selection of Board of Directors, KMP and their remuneration. In case of appointment of independent Directors, the Nomination and Remuneration Committee shall satisfy itself with regard to independent nature of the Directors viz-a-viz the company so as to enable the Board to discharge its performance and duties effectively. The Policy is also available on the website of the company at the following link http:// mewatzinc.com/data/documents/Nomination-and-Remuneration-Policy.pdf

STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the company. However, pursuant to section 134(3)(n) of the Companies Act, 2013 and Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the company has constituted a Business Risk Management Committee. At present the Company has not identified any element of risk in the Company.

27TH ANNUAL REPORT 2019-2020.............9

Mewat Zinc Limited

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of the section 134(5) of the Companies Act, 2013:

  • (i) That in the preparation of the annual financial statements for the year ended March 31, 2020 the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

  • (ii) That such accounting policies, as mentioned in the Notes to the Financial Statements, have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2020 and of the profit/(loss) of the Company for the year ended on that date;

  • (iii) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

  • (iv) That the annual financial statements have been prepared on a going concern basis;

  • (v) That proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

  • (vi) That proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

ESTABILISHMENT OF VIGIL MECHANISM

The Company has a Vigil Mechanism named as Whistle Blower Policy to deal with the instances of fraud and Mismanagement, if any. The Company has constituted a committee to look into complaint raised.

AUDITORS

(i) Statutory Auditors

M/s Gaurav Surendra Gupta and Associates, Chartered Accountants (FRN : 032345N), were appointment as the statutory auditors of the Company based on their consent and certificate furnished by them in terms of Section 141 of the Companies Act, 2013, upto the conclusion of Annual General Meeting to be held in the year 2024.

The requirement for the annual ratification of the auditors appointment at the AGM has been omitted pursuant to Companies (amendment) Act, 2017 notified on May 7, 2018.

(ii) Auditors Report:

There were no frauds reported by the statutory auditor to the audit committee or the board under section 143 of the act.

The observations made in the auditor's report read together with relevant notes thereon are self explanatory and hence do not call for any further comments from the Directors under section 134(3)(f) of the Companies Act, 2013.

(iii) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed CS Baldev Singh Kashtwal, a Company Secretary in Practice, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as "Annexure-A".

In response to the remark of the secretarial auditor regarding holding of 39600 equity shares by the promoter in physical form, it is stated that the promoter has already initiated the process of getting these shares demateralised.

(iv) Internal Auditors

The Company has appointed M/s Daga Arun & Company, Chartered Accountants as internal auditors of the company pursuant to section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules, 2014.

COMPOSITION OF AUDIT COMMITTEE

The Company has constituted an Audit Committee. The details of the audit committee are given in the Corporate Governance Report which is annexed as "Annexure B" to the Board Report.

INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEENMADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS INCLUDING INDEPENDENT DIRECTORS

The Nomination and Remuneration Committee constituted in compliance with section 178 of the Companies Act, 2013 read with relevant rules framed there under and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015 has laid down a framework for the evaluation of the performance of the Directors including Independent Directors and the Committees of the Board.

27TH ANNUAL REPORT 2019-2020.............10

Mewat Zinc Limited

SUBSIDIARY, JOINT VENTURES OR ASSSOCIATES COMPANIES

The Company does not have any subsidiary, joint venture or associate company.

DISCLOSURE OF RELATIONSHIP BETWEEN THE DIRECTORS

Mr. Jai Prakash Gupta, Chairman & Managing Director and Ms. Neena Gupta, Director & CFO are related to each other. Other Directors are not related to each other in anyway.

DETAIL OF FAMILIARIZATION PROGRAMME OF THE INDEPENDENT DIRECTORS

During the year under review one familiarization Programme was conducted for the independent Directors of the Company. The details are available at http://mewatzinc.com/data/documents/Code-of-Conduct-for-Board-Members-and-SeniorManagement.pdf

CORPORATE GOVERNANCE

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to Regulation 17 to 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as Annexure-B.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO

Since there were no manufacturing operations during the year, information relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable.

EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules framed thereunder, the extract of the annual return for FY 2020 is given in Annexure III in the prescribed Form No. MGT-9, which is a part of this report.

NUMBER OF COMPLAINTS RECEIVED AND DISPOSED OFF DURING THE YEAR AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review the company has not received any complaint as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

PARTICULARS OF EMPLOYEES

The provisions of Section 197 read with rule 5(2) & (3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 requiring particulars of the employees to be disclosed in the Report of Board of Directors are not applicable to the Company as none of the employees was in receipt of remuneration in excess of ` 1.20 Crore per year during the financial year 2019-20.

SECRETARIAL STANDARDS

The directors state that the applicable secretarial standards, i.e. SS-1 and SS-2 relating to "Meetings of Board of Directors and General Meetings", respectively have been duly followed by the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated a CSR Policy pursuant to the provisions of the section 135 of the Companies Act, 2013 read with rules framed thereunder. At present the provisions are not applicable to the company. As and when these provisions become applicable, necessary steps will be taken to comply with the same.

ACKNOWLEDGEMENT

The Directors of the Company wish to thank all the concerned agencies, bankers and the employees for the co-operation, assistance and support. The Directors also duly acknowledge the trust and confidence the shareholders and investors have reposed in the Company.

By the order of the Board For MEWAT ZINC LIMITED

Sd/- Jai Prakash Gupta

Date : 22/07/2020 Place : New Delhi

CHAIRMAN & MANAGING DIRECTOR DIN: 00253529

27TH ANNUAL REPORT 2019-2020.............11

Mewat Zinc Limited

''Annexure - A'' to the Board Report

FORM NO. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH, 2020

[Pursuant to section 204(1) of the Companies Act, 2013 read with Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

The Members Mewat Zinc Limited 1/24, Bansi House, Asaf Ali Road, New Delhi-110002

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Mewat Zinc Limited (hereinafter called "the Company"). The secretarial audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing my opinion thereon.

Based on my verification of the Mewat Zinc Limited's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorised representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on March 31, 2020 complied with the statutory provisions listed hereunder and also that the company has proper Board - Processes and Compliance - Mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:-

I have examined the books, papers, minute books, forms and returns filed and other records maintained by Mewat Zinc Limited ("the Company") for the financial year ended on 31st March, 2020 according to the provisions of :-

  • (i) The Companies Act, 2013 ("the Act") and rules made thereunder;

  • (ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made thereunder;

  • (iii) The Depositories Act,1996 and the Regulations and bye-laws framed thereunder;

  • (iv) The Foreign Exchange Management Act, 1999 and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment, and External Commercial Borrowings. (Not applicable to the Company during the Financial Year 2019-2020);

  • (v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act'):-

  • (a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

  • (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

  • (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not applicable to the Company during the Financial Year 2019-2020);

  • (d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 (Not applicable to the Company during the Financial Year 2019-2020);

  • (e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 (Not applicable to the Company during the Financial Year 2019-2020);

  • (f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding Companies Act and dealing with client (Not applicable as the company is not registered as Registrar to an Issue and Share Transfer Agents during the Financial Year 2019-2020);

  • (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable to the Company during the Financial Year 2019-2020); and

  • (h) The Securities and Exchange Board of India (Buy back of Securities) Regulations, 2018 (Not applicable to the Company during the Financial Year 2019-2020);

  • (vi) Sexual Harassment of women at work place (Prevention, Prohibition and Redressal) Act, 2013.

  • (vii) Industrial Dispute Act,1947;

  • (viii)Minimum Wages Act,1948;

  • (ix) Negotiable Instrument Act,1881;and

  • (x) Other Applicable Labour Laws.

  • I have also examined the compliance with respect to the applicable clauses of the following:-

  • (i) Secretarial Standards with respect to Meetings of Board of Directors (SS-1) and General Meeting (SS-2) issued by the Institute of Company Secretaries of India; and

  • (iii) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

27TH ANNUAL REPORT 2019-2020.............12

Mewat Zinc Limited

During the period under review, the company has complied with the provisions of the Act, Rules, Regulations, guidelines, standards etc. mentioned above except the following:

The entire Promoter/Promoter group shareholding is not in the dematerialised form as required under Regulation 31(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. 39600 equity shares held by Ms. Neena Gupta one of the promoter of the Company are still in the physical form.

As explained by the management part of the promoter/promoter group is yet to be dematerialised. These shares have been transmitted after the death of one of the promoters of the company. The promoter has already initiated the process of getting these shares dematerialised.

I further report that the compliance by the Company of applicable fiscal laws, such as direct and indirect tax laws, has not been reviewed in this audit since the same have been subject to review by the statutory auditors. I further report that:-

  • The Board of Directors of the Company is duly constituted with proper balance of Promoters, Directors and Independent Directors. The Changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act;

  • Adequate notice is given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting; and

  • Majority decision is carried through while the dissenting members' views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

I further report that during the audit period, there were no instances of :-

  • (i) Public/Rights/Preferential Issue of Shares/Debenture/Sweat Equity;

  • (ii) Redemption / Buy-back of Securities;

  • (iii) Major decisions taken by the members in pursuant to section180 of the Companies Act, 2013;

  • (iv) Merger / Amalgamation / Reconstruction etc.;

  • (v) Foreign Technical Collaborations.

Place : Delhi Dated : July 22, 2020

Sd/CS BALDEV SINGH KASHTWAL PRACTISING COMPANY SECRETARY FCS NO. 3616, C. P. NO.3169 ICSI-UDIN :F003616B000489299

Note : This report is to be read with my letter of even date which is annexed as an "Annexure-A" and forms an integral part of this report.

“Annexure-A”

The Members

Mewat Zinc Limited 1/24, Bansi House, Asaf Ali Road, New Delhi-110002

I report that :-

  • a) Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is to express an opinion on the secretarial records based on my audit.

  • b) I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. I believe that the processes and practices, I followed provide reasonable basis for my opinion.

  • c) I have not verified the correctness and appropriateness of the financial statements of the Company.

  • d) I have obtained the management representation about the compliance of laws, rules and regulations, wherever required. e) The compliance of the provisions of the corporate and other applicable laws, rules, regulations, standards is the responsibility of the management. My examination was limited to the verification of procedures on a random test basis.

  • f) The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Place : Delhi Dated : July 22, 2020

Sd/CS BALDEV SINGH KASHTWAL PRACTISING COMPANY SECRETARY FCS NO. 3616, C. P. NO.3169 ICSI-UDIN :F003616B000489299

27TH ANNUAL REPORT 2019-2020.............13

Mewat Zinc Limited

''Annexure - B'' to the Board Report

REPORT ON CORPORATE GOVERNANCE

1. COMPANY'S PHILOSOPHY ON CODE OF CORPORATEGOVERNANCE

Corporate Governance encompasses a set of systems and practices to ensure that the company's affairs are being managed in a manner which ensure accountability, transparency and fairness in all transactions in the widest sense. Your Company has consistently striven to implement best Corporate Governance practices reflecting its strong value system and ethical business conduct. The Company is committed to not only running its business in the best possible and transparent manner but also complying with all relevant rules and regulations. The Company has a well-defined policy framework inter-alia consisting of Code for Prevention of Insider Trading in the Securities, Whistle Blower Policy, Policy for Related Party, Code of Conduct for Directors and Senior Management etc.

2. BOARD OFDIRECTORS

The Board of Directors is comprised of five Directors. Out of five, two are Executive Director and three Directors are nonexecutive and independent directors. The composition, category and their attendance at the Board meetings during the year and at the last Annual General Meeting as also the number of directorships/memberships of committees of other public limited companies as on 31st March, 2020 are as follows:

a) Composition of the board:

Name of Director Category No. of Board
Meetings
attended
During
2019-20
Whether
attended
the last
AGM
No. of
Directorships
in other
public Limited
Companies
No. of Committee
position held in
other Companies
No. of Committee
position held in
other Companies
Chairman Member
Shri J.P. Gupta Promoter and
Executive
4 Yes NIL NIL NIL
Ms. Neena Gupta Promoter and
Executive
4 Yes NIL NIL NIL
Shri Neeraj Sobti Non- Executive
and Independent
4 Yes NIL NIL NIL
Shri Vijay khanna Non- Executive
and Independent
4 Yes Nil NIL NIL
Shri Virender Goel Non- Executive
and Independent
4 Yes Nil NIL NIL

None of the director hold directorship in the Listed Entities as on 31st March, 2020.

Core Skill/Expertise/Competencies

As stipulated under Schedule V of the SEBI Listing Regulations, core skills/expertise/competencies, as required in the context of the business and sector for it to function effectively and those actually available with the Board have been identified by the Board of Directors.

Sr.
No.
Name of the
director
Designation Core skills/Expertise
/Competencies of directors
1. J P Gupta Managing Director
Leadership qualities

Industry knowledge and experience

Experience and exposure in policy shaping and industry advocacy

Understanding of relevant laws, rules, regulation and policy

Corporate Governance

Financial expertise

Risk Management
2. Neena Gupta Director & CFO
Leadership qualities

Financial Matters,

Diversity,

Board Service and Governance
3. Virender Goel Independent Director
Leadership qualities

Human Resources & Industrial Relations

Corporate Governance & Ethics and Regulatory

Banking and various Banking and Industrial sectors

27TH ANNUAL REPORT 2019-2020.............14

Mewat Zinc Limited

4. Vijay Khanna Independent Director
Corporate Governance

Banking and various Banking and Industrial sectors

Management and Strategy
5. Neeraj Sobti Independent Director
Banking and Financial Matters

Audit and Risk Management

Project Management

Economics and Statistics

b) Details of Shares held by non-executive and independent directors as on 31st March 2020.

Name of Director
Shri NeerajSobti
Shri Vijay Khanna
Shri Virender Goel
No. of Shares
NIL
NIL
NIL

c) Number of Board Meetings:

During the financial year 2019-2020, four (4) Board Meetings were held on the following dates

Sl. No.
1
2
3
4
Date
30/05/2019
12/08/2019
11/11/2019
10/02/2020

The maximum interval between any two meetings was not more than 120 days.

d) Information Supplied to the Board:

The Board of Directors has complete access to any information within the Company. At the Board meetings, the Directors are provided with all relevant information matters including the matters specified in Regulation 17 to 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

e) Details of Remuneration paid to the Directors as per Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the financial year 2019-2020

Name of the Directors Category Amount(in Rs.)
Shri J.P. Gupta Executive(CMD) 300000/-
Ms. Neena Gupta Director and CFO 300000/-
Shri VijayKhanna Non- Executive and Independent Nil
Shri Virender Goel Non- Executive and Independent Nil
Shri Neeraj Sobti Non- Executive and Independent Nil

f) Code of Conduct

The Board of Directors of the Company has adopted Code of Business Conduct and Ethics, In terms of the requirement of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The declaration regarding compliance with the code for the year ended 31st March, 2020 signed by the Chairman is attached and forms part of this report.

g) Declaration Regarding Compliance of code of Conduct

I, J.P Gupta, Chairman of Mewat Zinc Limited, hereby declare that all the board members and senior management personnel of the Company have affirmed compliance of the code of conduct for the year ended 31st March, 2020.

h) Whistle Blower Policy

The company is committed to provide an open, honest and transparent working environment and seeks to eliminate fraudulent activities in its operations. The Board of Directors of the Company has approved & adopted Whistle Blower Policy (Vigil Mechanism).

i) CEO/CFO Certification

A certificate from Ms. Neena Gupta Director & CFO, on the financial statements of the Company was placed before the Board.

27TH ANNUAL REPORT 2019-2020.............15

Mewat Zinc Limited

3. COMMITTEE OF THE BOARD

a) Audit Committee

The audit committee of the Company as on 31st March, 2020 comprised of the following Directors.

Name of the Director Category
Shri Virender Goel Chairman
Shri NeerajSobti Member
Ms. Neena Gupta Member

The constitution, scope and terms of reference of the Audit Committee confirm to the requirements of Regulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 177 of the Companies Act, 2013. These broadly include the approval of the annual internal audit plans, review of financial reporting system, internal control system, ensuring compliance with regulatory guide lines, reviewing the quarterly, half yearly and annual financial results, interaction with statutory auditors and recommendation for appointment/removal of auditors.

During the year the Committee met four times on 30/05/2019, 12/08/2019, 11/11/2019, 10/02/2020 The attendance of the Directors on the above meetings was as follows:

Sr. No. Name of Director Category No. of the Meetings attended
1 Shri Virender Goel Chairman 4
2 Shri NeerajSobti Member 4
3 Ms. Neena Gupta Member 4

The audit committee held detailed discussions with the statutory auditors on the Final Accounts and Quarterly Results. The recommendations of the Audit Committee are regularly submitted to the Board.

b) Stakeholders' Relationship Committee:

The Company has constituted Stakeholders Relationship Committee which comprises of two independent and one promoter Director. The Committee is vested with the requisite powers and authorities to specifically look in to redressal of shareholders and Investors grievances as also to oversee the functioning of the Share Department. No Complaint is pending as at 31st March, 2020 The Committee as on 31st March, 2020 comprised of the following Directors of the Company.

Sr. No. Name of Director Category
1 Mr. NeerajSobti Chairman
2 Mr. J.P. Gupta Member
3 Mr. Vijay Khanna Member

During the year under review one meetings of Stakeholders Committee were held on 10/02/2020

All valid requests for share transfer received during the year 2019-20 have been acted upon by the Company and no transfer is pending.

c) Nomination and Remuneration Committee

The Company has constituted a Nomination and Remuneration Committee to recommend the package of the managerial personnel and to formulate a board policy framework for managerial remuneration. The remuneration to non-executive directors comprises of the sitting fees only. During the year, the company has not paid any sitting fee to the directors for attending the meetings of the Board and Committee meetings.

The Nomination and Remuneration Committee as on 31st March, 2020 comprised of the following Non-Executive Directors of the Company.

Directors of the Company.
Name of Director Category
Mr. Virender Goel Non- Executive and Independent
Mr. NeerajSobti Non- Executive and Independent
Mr. Vijay Khanna Non- Executive and Independent

During the year under review one meeting of Nomination and Remuneration Committee was held on 30/05/ 2019.

27TH ANNUAL REPORT 2019-2020.............16

Mewat Zinc Limited

3. GENERAL BODY MEETINGS

The last three Annual General meetings of the Company were held as under:

Year Day Date Time Venue
2017 Friday 28th July, 2017 09.00 A.M. Indian Social Institute,
10, Institutional Area,
Lodi Road, New Delhi-110003
2018 Saturday 28thJuly, 2018 09.00 A.M. Indian Social Institute,
10, Institutional Area,
Lodi Road, New Delhi-110003
2019 Monday 29thJuly, 2019 09.00 A.M. Indian Social Institute,
10, Institutional Area,
Lodi Road, New Delhi-110003

4. SPECIAL RESOLUTION PASSED DURING THE LAST THREE YEARS.

The Company passed a special resolution at the 25th annual general meeting held on 28/07/2018 for the re-appointment of and payment of remuneration of Mr. J.P. Gupta, Managing Director of the Company and at 26th annual general meeting held on 29/07/2019 for the re-appointment of Mr. Virender Goel and Mr. Vijay Khanna as an Independent Directors of the Company for another term of 5 years.

No postal ballot was conducted during the last three years..

5. DISCLOSURES

  • (i) There were no transactions of material nature with the directors, promoters or relatives etc. during the year that had potential conflict with the interest of the Company at large. The details of Related Party Transactions have been reported in notes to accounts. During FY 2019-20, there were no material related party transactions in terms of Regulation 23 of the SEBI Listing Regulations, 2015.

  • (ii) The financial statement have been prepared in compliance with the Ind AS requirement of the Companies Act, 2013 and in conformity, in all material respects, with the generally accepted accounting principles and standards in India. The estimates judgments made in preparation of these financial statements are consistent, reasonable and on prudent basis so as to reflect true and fair view of the state of affairs and results/operations of the company.

  • (iii) The Company has not raised any funds from the capital market (public/rights/preferential issues etc.) during the financial year under review.

  • (iv) No penalties or strictures have been imposed on the Company by the stock exchanges, SEBI or any other statutory authorities on any matter relating to the capital market during the last three years.

  • (v) The Company has complied with all mandatory requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

7. MEANS OF COMMUNICATION

The Financial Results are communicated to all stock exchanges, where the Company's shares are listed, as soon as the same are approved and taken on record by the Board of Directors of the Company. The results are not sent individually to the shareholders. The Company published its financial results in the Newspaper both in English and in Hindi.

8. AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

A certificate has been obtained from the auditors of the Company regarding compliance with the provisions relating to Corporate Governance laid down in Regulation 34 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with the stock exchanges. The same is annexed to this report.

9. GENERAL SHAREHOLDER INFORMATION

  • Annual General Meeting
Annual General Meeting
Day Saturday
Date August 29, 2020
Time 10.00 A.M.
Venue Through Video Conferencing (vc) / Other Audio Visual Means (OAVM)

Book Closure: 22nd August, 2020 to 29th August,,2020

27TH ANNUAL REPORT 2019-2020.............17

Mewat Zinc Limited

• Financial Calendar 2020-2021(tentative)

Financial Calendar 2020-2021(tentative)
Financial Year 1st April, 2020 to 31st March, 2021
First Quarter Results 4th Week of July, 2020
Second Quarter Results Before 14th November, 2020
Third Quarter Results Before 15th February, 2021
Audited Results for theyear 2020-2021 Before 30th May, 2021
Dividend payment date N/A
  • Registered office: 1/24, Bansi House, Asaf Ali Road, NewDelhi-110002

o Listing of Securities

Listing of Securities
Sl. No. Name of the Stock Exchange Stock Code
1 BSE Limited
Phiroze JeejeebhoyTowers, Dalal Street, Mumbai - 400 001
513496
2 The Calcutta Stock Exchange Limited
7, Lyons Range, Dalhousie, Kolkata, West Bengal - 700001
23440

o Stock Market Data - High, Low during each month in last financial year:

Month BSE Limited(BSE)
High (Rs.) Low(Rs.)
April, 2019 11.19 11.19
May,2019 11.74 11.74
June, 2019 12.29 11.16
July, 2019 12.29 12.29
August, 2019 12.29 12.29
September, 2019 12.29 12.29
October, 2019 12.29 12.29
November, 2019 12.29 12.29
December, 2019 12.29 12.29
January, 2020 12.29 12.29
February, 2020 12.90 12.90
March, 2020 12.90 12.90

No trading of Company's equity shares took place during the year 2019-20 in The Calcutta Stock Exchange Ltd.

o Performance in comparison to broad-based indices such as BSE Sensex, CRISIL Index, etc:

MEWAT ZINC LIMITED SHARE PRICE VIS-A-VIS BSE SENSEX

==> picture [350 x 177] intentionally omitted <==

27TH ANNUAL REPORT 2019-2020.............18

Mewat Zinc Limited

o Registrar and Share Transfer Agents

The Company has appointed M/s Abhipra Capital Limited, New Delhi as Registrar and Share Transfer Agent to handle both physical and demat share registry work having their office at:

Abhipra Capital Limited

Address:- A-387, Dilkhush Industrial Area, G.T. Karnal Road, Azadpur, Delhi-110033 Phone No.: 91-11-42390909, Email ID: [email protected]

New RTA, M/s Nivis Corpserve LLP 03 Shankar Vihar, 2nd Floor, Vikas Marg, Delhi-110092 Tel. No. 011 - 45201005

Email :[email protected]; [email protected]

o Dematerialization of Shares

The Company has entered into an agreement with the NSDL and CDSL for joining the Depository system and to offer the depository services to the shareholders. The ISIN No. is INE235U01012.

o Distribution of Shareholding as on 31st March, 2020 DISTRIBUTION SCHEDULE

No. of
Share held
No. of
Shareholders
% age of
Shareholders
No. of
Shares
Amount
in Rs.
% Age of
Capital
Equity
1 To 5000 1740 91.579 423900 4239000 10.598
5001 To 10000 128 6.737 121775 1217750 3.044
10001 To 20000 21 1.105 32425 324250 0.811
20001 To 30000 0 0.00 0 0 0.00
30001 To 40000 1 0.053 4000 40000 0.100
40001 To 50000 2 0.105 9800 98000 0.245
50001 To 100000 0 0.00 0 0 0.00
100001 and above 8 0.421 3408100 34081000 85.203
Total 1900 100.00 4000000 40000000 100.00

o Shareholding Pattern as on 31st March 2020

Category No. of Shares % of Total Capital
Promoters and Directors 2985230 74.63
Private Corporate Bodies 6600 0.17
Indian Public 1008170 25.20
Total 4000000 100.00

o Outstanding ADRs/ GDRs /Warrants etc : Not Applicable

  • Location of the plant

  • Address of the Correspondence

: Presently there are no manufacturing operations in the Company.

  • : Regd. Office of the Company Mewat Zinc Limited

1/24, Bansi House, Asaf Ali Road, New Delhi- 110002

o M/s Gaurav Surendra Gupta & Associates (Firm Reg. No. 032345N) are the Statutory Auditors of the Company. The particulars of payment of Statutory Auditors fee's, on consolidated basis is given below:

Particulars Amount
Service as Statuory Auditors
Tax Audit 70,000/-
Other Tax Matters
Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013:
Number of complaints filed during the financial year 0
Number of complaints disposed off during the financial year 0
Number of complaints pending as on end of the financial year 0
  • Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

27TH ANNUAL REPORT 2019-2020.............19

Mewat Zinc Limited

==> picture [524 x 32] intentionally omitted <==

AUDITOR'S CERTIFICATE REGARDING COMPLIANCE OF THE CONDITIONS OF CORPORATE GOVERNANCE UNDER REGULATION 34 OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015 WITH STOCK EXCHANGES

To The Members

Mewat Zinc Limited

We have examined the compliance of conditions of Corporate Governance by Mewat Zinc Limited for the year ended March 31, 2020 as stipulated in Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The conditions of the Corporate Governance is the responsibility of the management. Our examination as carried out in accordance with the Guidance Note on Certification of Corporate Governance (as stipulated in Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) issued by the Institute of Chartered Accountants of India and was limited to review the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and explanations given to us, we certify that the company has compiled with the conditions of corporate governance as stipulated in the above-mentioned regulation.

We state that in respect of investor grievances received during the year ended 31st March, 2020, no investor grievances are pending against the Company for a period exceeding 15 days as per records maintained by the company which are presented to the Board of Directors of the Company.

We further state that such compliance is neither an assurance as to the future viability of the company nor the efficiency or effectiveness with which the management has conducted the affairs of the company.

For Gaurav Surendra Gupta & Associates Chartered Accountants (Firm Regn. No.032345N)

Place : New Delhi Date : 22/07/2020

Sd/- (Gaurav Gupta) Partner

M. No. 524688 UDIN NO.: 20524688AAAAIH8557

27TH ANNUAL REPORT 2019-2020.............20

Mewat Zinc Limited

CERTIFICATION BY CHAIRMAN AND MANAGING DIRECTOR (CMD) AND CHIEF FINANCIAL OFFICER (CFO) TO THE BOARD

(UNDER REGULATION 17(8) OF SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015)

We, Jai Prakash Gupta, (Chairman and Managing Director) and Neena Gupta, Director, Chief Financial Officer of Mewat Zinc Limited, certify that:

  1. We have reviewed the financial statements and the cash flow statement for the year and that to the best of our knowledge and belief:

  2. a) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

  3. b) These statements together present a true and fair view of the state of affairs of the company and are in compliance with existing accounting standards, applicable laws and regulations.

  4. There are, to the best of our knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violative of the company's code of conduct.

  5. We accept overall responsibility for establishing and maintaining internal control for financial reporting. This is monitored by the internal audit function, which encompasses the examination and evaluation of the adequacy and effectiveness, of internal control. The internal auditor works with all levels of management and statutory auditors and reports significant issues to the audit committee of the Board. The auditors and audit committee are appraised of any corrective action taken with regard to significant deficiencies in the design or operation of internal controls.

  6. We indicate to the auditors and to the audit committee:

  7. a) Significant changes in internal control over financial reporting during the year;

  8. b) Significant changes in accounting policies during the year; and that the same have been disclosed in the notes to the financial statements; and

  9. c) Instances of significant fraud of which we have become aware of and which involve management or other employees having significant role in the company's internal control system and financial reporting. However, during the year there was no such instance.

Sd/Sd/- Jai Prakash Gupta Neena Gupta Place : New Delhi Chairman & Managing Director Director & CFO Date : 22/07/2020 (DIN : 00253529) (DIN : 00253592)

CERTIFICATE

(Pursuant to Clause 10 of part C of Schedule V of LODR)

In pursuance of sub clause (i) of Clause 10 of Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; in respect of Mewat Zinc Limited (Corporate Identity Number : L27204DL1991PLC046120) having its registered office at 1/24, Bansi House, Asaf Ali Road, New Delhi-110002. I hereby certify that on the basis of the written representation/declaration received from the Directors and taken on record by the Board of Directors, as on 31st March, 2020, none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Companies by the Board / Ministry of Corporate Affairs or any such statutory authority.

Place : New Delhi Dated : July 22, 2020

Sd/CS BALDEV SINGH KASHTWAL PRACTISING COMPANYSECRETARY FCS NO. 3616, C. P. NO. 3169 ICSI-UDIN : F003616B000489301

27TH ANNUAL REPORT 2019-2020.............21

Mewat Zinc Limited

''Annexure - C'' to the Board Report

FORM NO. MGT-9 EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31.03.2020

[Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION AND OTHERDETAILS:

REGISTRATION AND OTHERDETAILS:
i)
CIN
L27204DL1991PLC046120
ii)
Registration Date
23/10/1991
iii)
Name of the Company
MEWAT ZINC LIMITED
iv) Category/ sub-Categoryof the Company CompanyLimited ByShares/Indian Non-Government Company.
v) Address of the Registered office and contact details 1/24, Bansi House, Asaf Ali Road, New Delhi-110002
Phone No. : 011-23234316
vi) Whether listed companyYes/ No Yes
vii) Name, Address and Contact detail of Registrar
and Transfer Agent, if any
Abhipra Capital Limited, A-387, Dilkhush Industrial Area,
Azadpur, Delhi-110033. Phone No. : 011-4239090
New RTA, M/s Nivis Corpserve LLP, 03 Shankar Vihar,
2nd Floor, Vikas Marg, Delhi-110092, Tel. No. 011-45201005
Email :[email protected]; [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-

S. No. S. No. Name and Description of main products / services
NIC Code of the
% to
Name and Description of main products / services
NIC Code of the
% to
Name and Description of main products / services
NIC Code of the
% to
Name and Description of main products / services
NIC Code of the
% to
Name and Description of main products / services
NIC Code of the
% to
Name and Description of main products / services
NIC Code of the
% to
Name and Description of main products / services
NIC Code of the
% to
total turnover
Product/service
of the company
1 trading of non-ferrous metals NA 100.00%
III. PARTICUARS OF HOLDING, SUBSIDIARY AND ASSOCIATECOMPANIES
S. No. Name and address CIN/GLN Holding/Subsidiary/ %age of Applicable
of the company Associate shares held Section
1 N. A. N. A. N. A. N. A. N. A.
2 N. A. N. A. N. A. N. A. N. A..

IV. SHARE HOLDING PATTERN (EQUITY SHARE CAPITAL BREAKUP AS PERCENTAGE OF TOTALEQUITY)

i) CATEGORY-WISE SHAREHOLDING

Category of
Shareholders
No. of Shares held at the beginning
of the year
No. of Shares held at the beginning
of the year
No. of Shares held at the beginning
of the year
No. of Shares held at the beginning
of the year
No. of Shares held at the end
of the year
No. of Shares held at the end
of the year
No. of Shares held at the end
of the year
No. of Shares held at the end
of the year
% Change
during
the year
Demat Physical Total % of
Total
Shares
Demat Physical Total % of
Total
Shares
A. Promoters
(1) Indian
a) Individuals 2945630 39600 2985230 74.63 2945630 39600 2985230 74.63 NIL
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. - - - - - - - - -
e) Banks / Fll) Any Other - - - - - - - - -
Sub-total (A) (1):- 2945630 39600 2985230 74.63 2945630 39600 2985230 74.63 NIL
(2) Foreign - - - - - - - - -
(a) NRIs-Individuals - - - - - - - - -
(b) Other-Individuals - - - - - - - - -
(c) Bodies Corp. - - - - - - - - -
(d) Banks/Fl(e)Any Other - - - - - - - - -
Sub-total(A) (2):- - - - - - - - - -
Total shareholding of
Promoter(A)=(A)(1)+(A)(2)
2945630 39600 2985230 74.63 2945630 39600 2985230 74.63 NIL

27TH ANNUAL REPORT 2019-2020.............22

Mewat Zinc Limited

Category of
Shareholders
No. of Shares held at the beginning
of the year
No. of Shares held at the beginning
of the year
No. of Shares held at the beginning
of the year
No. of Shares held at the beginning
of the year
No. of Shares held at the end
of the year
No. of Shares held at the end
of the year
No. of Shares held at the end
of the year
No. of Shares held at the end
of the year
% Change
during
the year
Demat Physical Total % of
Total
Shares
Demat Physical Total % of
Total
Shares
B. Public Shareholding
1.
Institutions
(a) Mutual Funds - - - - - - - - -
(b) Bank / Fl - - - - - - - - -
(c) Central Govt - - - - - - - - -
(d) State Govt(s)
(e) Venture Capital Funds - - - - - - - - -
(f) Insurance Companies - - - - - - - - -
(g) Fll's - - - - - - - - -
(h) Foreign Venture
Capital Funds
- - - - - - - - -
(i) Other (specify) - - - - - - - - -
Sub-total (B)(1):- - - - - - - - - -
2.
Non-Institutions
(a) Bodies Corporate
(i) Indian - 6600 6600 0.16 - 6600 6600 0.16 NIL
(ii) Overseas - - - - - - - - -
(b) Individuals
(i) Individual Shareholders
holding nominal share
capital upto`1 lakh
2200 582400 584600 14.62 13700 570900 584600 14.62 NIL
(ii) Individual Shareholders
holding nominal share
capital in excess of
`1 lakh© Others
(specify)
113000 310570 423570 10.59 113000 310570 423570 10.59 NIL
Sub-total (B)(2):-
Total Public Shareholding
(B) = (B)(1) + (B)(2)
115200 899570 1014770 25.37 126700 888070 1014770 25.37 NIL
C. Shares held by Custodian
for GDRs & ADRs
- - - - - - - - -
Grand Total (A + B + C) 3060830 939170 4000000 100.00 3072330 927670 4000000 100.00 NIL

ii) SHAREHOLDING OF PROMOTERS:-

Sl.
No.
Name of the Promoter Shareholding at the
beginning of the year
Shareholding at the
beginning of the year
Shareholding at the
beginning of the year
Share holding at
the end of the year
Share holding at
the end of the year
Share holding at
the end of the year
% change
in share
holding
during
the year
No. of
Shares
% of total
Shares
capital
of the
company
% of Shares
Pledged/
encumbered
to total
shares
No. of
Shares
% of total
Shares
capital
of the
company
% of Shares
Pledged/
encumbered
to total
shares
1 J.P. Gupta 273500 6.84 - 273500 6.84 - -
2 J.P. Gupta(HUF) 2602130 65.05 - 2602130 65.05 - -
3 Neena Gupta 109600 2.74 - 109600 2.74 - -
Total 2985230 74.63 **- ** 2985230 74.63 - -

27TH ANNUAL REPORT 2019-2020.............23

Mewat Zinc Limited

iii) CHANGE IN PROMOTER'S SHAREHOLDING (PLEASE SPECIFY, IF THERE IS NOCHANGE)

Sl.
No.
Shareholding at the
beginning of theyear
Cumulative Shareholding
during theyear
No. of shares % of total shares
of the company
No. of shares % of total shares
of the company
1. Name of the Promoter- - - - -
At the Beginningof theyear - - - -
Increase / Decrease(Transmission) - - - -
At the End of the year - - - -
Sl.
No.
For Each of the Top 10 Shareholders
(Name of Shareholder)
Shareholding at the
beginning of theyear
Shareholding at the
beginning of theyear
Cumulative Shareholding
during theyear
Cumulative Shareholding
during theyear
No. of shares % of total shares
of the company
No. of shares % of total shares
of the company
1. Purnima Aggarwal 39400 0.99 39400 0.99
2. Sarat Kumar Barik 41200 1.03 41200 1.03
3. Ritu 167100 4.18 167100 4.18
4. Hari Kishan 179170 4.48 179170 4.48
5. Deepan Exim & Invest Private Limited 5000 0.13 5000 0.13
6. Smita Tyagi 4800 0.12 4800 0.12
7. Ram Prakash Sharma HUF 2000 0.05 2000 0.05
8. AnuragSharma 1800 0.04 1800 0.04
9. Pushpa Sharma 1800 0.04 1800 0.04
10. Radha Sharma 1800 0.04 1800 0.04
TOTAL 444070 11.10 444070 11.10

(v) SHAREHOLDING OF DIRECTORS AND KEY MANAGERIALPERSONNEL:

Sl.
No.
For Each of the Directors and
Key Managerial Personnel
Shareholding at the
beginning of theyear
Shareholding at the
beginning of theyear
Cumulative Shareholding
during theyear
Cumulative Shareholding
during theyear
No. of shares % of total shares
of the company
No. of shares % of total shares
of the company
1. J.P. Gupta 273500 6.84 273500 6.84
2. Neena Gupta 109600 2.74 109600 2.74
3. VijayKhanna - - - -
4. Virender Goel - - - -
5. NeerajSobti - - - -
6. Varsha Joshi - - - -

27TH ANNUAL REPORT 2019-2020.............24

Mewat Zinc Limited

V. INDEBTEDENESS

V.
INDEBTEDENESS
Secured Loans Unsecured Loans
excluding deposits
Deposits Total
Indebtedness
INDEBTEDENESS at the beginning
of the financialyear
i) Principal Amount - - - -
ii) Interest due but notpaid - - - -
iii)Interest accrued but not due - - - -
Total(i + ii + iii) - - - -
Change in Indebtedness during
the financialyear

Addition
- - - -

Reduction
- - - -
Net Change - - - -
Indebtedness at the
end of the financialyear
i) Principal Amount - - - -
ii) Interest due but notpaid - - - -
iii)Interest accrued but not due iv) - - - -
Total (i + ii + iii) - - - -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIALPERSONNEL

A. REMUNERATIONTOMANAG.0INGDIRECTOR,WHOLE-TIMEDIRECTORSAND/ORMANAGER:

Sl.
No.
Particulars of Remuneration Name of MD/WTD/ Manager Name of MD/WTD/ Manager Total
Amount
J.P. Gupta
Managing Director
Neena Gupta
Director & CFO
1. Gross salary
(a) Salary as per provisions
contained in section 17(1)of the
300000 300000 600000
(b) Value of perquisites u/s 17(2)
Income-tax Act, 1961
- - -
(c) Profits in lieu of salary under
section 17(3)Income-tax Act,1961
- - -
2. Stock Option - - -
3. Sweat Equity - - -
4. Commission
- As % ofprofit - - -
- Others, specify.... - - -
5. Others,please specify - - -
Total(A) 300000 300000 600000
Ceiling as per the Act effective Capital falls in the slabs of negative
or less than 5 crore
30.00 Lakhs

27TH ANNUAL REPORT 2019-2020.............25

Mewat Zinc Limited

B. REMUNERATION TO OTHERDIRECTORS: REMUNERATION TO OTHERDIRECTORS:
Sl. Particulars of Remuneration Name of MD/WTD/ Manager Total
No. Amount
Virender Goel Vijay Khanna Neeraj Sobati -
1. Independent Directors

Fee for attending board / committeemeetings
- - - -

Commission

Others, pleasespecify
Total (1) - - - -
2. Other Non-Executive Directors

Fee for attending board / committeemeetings
- - - -

Commission
- - - -

Others, pleasespecify
- - - -
Total (2) - - - -
Total (B) = (1 + 2) - - - -
Total Managerial Remuneration -
Overall Ceiling as per the Act effective Capital falls in the slabs of 30.00 Lakhs
negative or less than 5 crore
C. REMUNERATIONTOKEYMANAGERIALPERSONNELOTHERTHANMD/MANAGER/WTD
Sl. Particulars of Remuneration Key Managerial Personnel
No.
CEO CS CFO* Total
1. Gross salary
(a) Salary as per provision contained in section 17(1) - 180000 - 180000
of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961Profit in - - - -
lieu of salaryunder section 17(3)Income-tax Act, 1961
2. Stock Option - - - -
3. Sweat Equit - - - -
4. Commission - - - -
- As % ofprofit - - - -
- Others,specify….. - - - -
5. Others,please specify - - - -
Total - 180000 - 180000

*Particulars of Remuneration of CFO (Mrs Neena Gupta, Director and CFO) is given point No. VI(A).

VlI. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

Type Section of the
Companies Act
Brief
Description
Details of Penalty
/ Punishment
/ Compounding
fees imposed
Authority
[RD / NCLT/
COURT]
Appeal made,
if any (give
Details)
A.COMPANY
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
B. DIRECTORS
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -
C. OTHER OFFICERS IN DEFAULT
D.Penalty - - - - -
Punishment - - - - -
Compounding - - - - -

27TH ANNUAL REPORT 2019-2020.............26

Mewat Zinc Limited

INDEPENDENT AUDITOR’S REPORT

To, The Members of:- Mewat Zinc Limited New Delhi

Report on the Standalone Indian Accounting Standards (IND AS) Financial Statements

Opinion

We have audited the accompanying Standalone Indian Accounting Standards (IND AS) financial statements of Mewat Zinc Limited (“the company”), which comprise the Balance Sheet as at 31 March 2020, the Statement of Profit and Loss (including other Comprehensive Income),the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at 31st March, 2020, its Profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the independent requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on the financial statements.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Company’s Board of Directors is responsible for the preparation of the other information. The other information comprises Board’s Report including Annexures to Board’s Report, but does not include the financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially in consistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance, total comprehensive income, changes in equity and cash flows of the Company in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors of the company are also responsible for overseeing the company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material

27TH ANNUAL REPORT 2019-2020.............27

Mewat Zinc Limited

misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal financial control relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Companies Act, 2013, we are also responsible for expressing our opinion on whether the company has adequate internal financial controls system in place and the operating effectiveness of such controls.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

  • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

Report on other Legal and Regulatory Requirements

  1. As required by the companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of sub-section (11) of the section 143 of the Act (“the Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanation given to us, we give in “Annexure-A” a statement on matters specified in paragraphs 3 and 4 of the said Order.

  2. As requiredbysection143(3) of the Act, we report that:

  3. a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

  4. b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

  5. c) The Balance Sheet, the Statement of Profit and Loss (including other comprehensive income), the Cash Flow Statement and the Statement of changes in Equity dealt with by this Report are in agreement with the books of account.

  6. d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under section 133 of the Act.

  7. e) On the basis of written representations received from the directors as on 31 March, 2020, taken on record by the Board of Directors, none of the directors is disqualified as on 31March, 2020, from being appointed as a director in terms of Section 164(2) of the Act.

  8. f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in “Annexure-B”. Our Report expresses an unmodified opinion on the adequacy and operating effectiveness of the company’s internal financial controls over financial reporting.

  9. g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

    • i. The Company does not have any pending litigations, which would affect its financial position.

27TH ANNUAL REPORT 2019-2020.............28

Mewat Zinc Limited

  • ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses.

  • iii. There were no amounts, which were required to be transferred to the Investor Education and Protection Fund by the Company.

  • iv. Impact of Govid-19:- Government has imposed lockdown from 22[nd] March 2020 due to outbreak of Coronavirus Disease (Covid-19) a global pandemic. As reported by management Covid -19 badly affected the Company and the Company will start its business activities only after the situation becomes normal.

For Gaurav Surendra Gupta & Associates Chartered Accountants (Firm Reg. No 032345N)

Sd/-

Place: Delhi Dated: June 29, 2020

(CA. Gaurav Gupta) F.C.A Partner Membership No. 524688 UDIN: 20524688AAAAGE2609

“Annexure A’’ to the Independent’s Auditor’s Report

Referred to in paragraph 10 under the heading of “Report on Other Legal and Regulatory Requirements” of the Independent’s Auditor’s Report on even date to the members of Mewat Zinc Limited on the Standalone Ind AS financial Statements as of and for the year ended 31st March, 2020

  • i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets.

  • (b) As per the information and explanation given to us and records examined by us, the Company has physically verified its fixed assets at reasonable intervals in accordance with its program. No material discrepancies were noticed on such verification.

  • (c) According to the information and explanations given to us and on the basis of examination of the records of the Company, does not own any immovable properties.

  • ii) As per the information and explanation given to us and on the basis of examination of records of the company, inventories have been physically verified by the Management at reasonable intervals in accordance with its program and no material discrepancies were noticed on such physical verification by the management.

  • iii) As per the information and explanation given to us and on the basis of examination of records of the company, the Company has not granted any loans, whether secured or unsecured, to any companies, firms, limited liability partnership or to other parties covered in the Register required to be maintained under section 189 of the Companies Act, 2013 and thereby reporting requirement as to term and conditions, repayment schedule, payment of interest and overdue principal thereof is not applicable for the year under report.

  • iv) As per the information and explanation given to us and on the basis of examination of records of the company, the Company has neither granted any loans nor made any investments nor provided any guarantee or security pursuant to section 185 and section 186 of the Companies Act, 2013 and thereby reporting requirement with regard thereto is not applicable for the year under report.

  • v) As per the information and explanation given to us and on the basis of examination of records of the company, the Company has not accepted any deposits from the public during the year and thereby directives of Reserve Bank of India or the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 relating to deposits is not applicable for the year under report.

  • vi) Maintenance of stock record has not been prescribed by the central government under section 148 (1) of the companies act to this company however as per the information and explanations given to us and records broadly reviewed by us, we are of the opinion that prima-facie cost records as specified by the Central Government pursuant to section 148 of the Act have been made and maintained by the company.

  • vii) (a) According to the information and explanations given to us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues including provident fund, employees’ state insurance, income tax (income tax deducted at source), goods and service tax, duty of custom, cess and other material statutory dues applicable to it except slight delay in few cases of deposit of income tax deducted at source.

    • According to the information and explanations given to us, no undisputed amounts payable in respect of the aforesaid dues were outstanding as at 31st March, 2020 for a period of more than six months from the date they became payable

27TH ANNUAL REPORT 2019-2020.............29

Mewat Zinc Limited

  • (b) According to the information and explanations given to us, there are no dues of income tax (income tax deducted at source), service tax, value added tax, goods and service tax and duty of custom which have not been deposited on account of any dispute.

  • viii) According to the information and explanations given to us and on the basis of examination of books of account and other records, the company has not defaulted in repayment of loans or borrowings to a financial institutions, bank, government or dues to debentures holders.

  • ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3(ix) of the Order is not applicable to the Company.

  • x) According to the information and explanations given to us and records examined by us during the course of audit and to the best of our knowledge and belief, no fraud by the company; nor any fraud on the company by its officers or employees, has been noticed or reported during the course of our audit for the year under report.

  • xi) According to the information and explanations given to us and on the basis of examination of books of account and other records, the company was not required to obtain any requisite approval mandated by the provisions of section 197 read with Schedule V of the Companies Act, 2013 and thereby reporting with regard thereto is not applicable.

  • xii) According to the information and explanations given to us, the company is not a nidhi company and thereby ratio of net owned funds to deposits and other requirements with regard thereto is not applicable to the company.

  • xiii) According to the information and explanations given to us and based on examination of the records of the Company, we are of the opinion that transactions with the related parties were in compliance with sections 188 of the Companies Act, 2013 wherever applicable and details thereof have been disclosed in the financial statements as required by applicable accounting standards. In our opinion, the provisions of section 177 of the Companies Act, 2013 are not applicable to the company.

  • xiv) According to the information and explanations give to us and based on examination of the books of account and other records, the Company has not made any preferential allotment or any private placement of shares or of any fully or partly convertible debentures during the year and thereby reporting requirement with regard thereto is not applicable to the company for the year under report.

  • xv) According to the information and explanations given to us and based on examination of the books of account and other records, the Company has not entered into any non–cash transactions with directors or persons connected with him and thereby repotting requirement with regard thereto is not applicable for the year under report.

  • xvi) According to the information and explanations given to us and records examined by us, the Company is not required to be registered under section 45–IA of the Reserve Bank of India Act 1934.

For Gaurav Surendra Gupta & Associates Chartered Accountants (Firm Reg. No 032345N)

Sd/- (CA. Gaurav Gupta) F.C.A Place: Delhi Partner Dated: June 29, 2020 Membership No. 524688 UDIN: 20524688AAAAGE2609

“Annexure B’’ to the Independent’s Auditor’s Report

Referred to in paragraph under the heading of “Report on Other Legal and Regulatory Requirements” of our Independent Auditors report of even date to the members of Mewat Zinc Limited on the standalone Ind AS financial Statement for the year ended 31st March, 2019

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Mewat Zinc Limited (“the Company”) as of 31 March 2020 in conjunction with our audit of the Standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Board of Directors of the Company is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of

27TH ANNUAL REPORT 2019-2020.............30

Mewat Zinc Limited

Chartered Accountants of India (‘ICAI’). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company’s internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by ICAI and the Standards on Auditing, prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Company.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2020, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For Gaurav Surendra Gupta & Associates Chartered Accountants (Firm Reg. No 032345N)

Sd/-

Place: Delhi Dated: June 29, 2020

(CA. Gaurav Gupta) F.C.A Partner Membership No. 524688 UDIN: 20524688AAAAGE2609

27TH ANNUAL REPORT 2019-2020.............31

Mewat Zinc Limited

BALANCE SHEET AS AT 31ST MARCH, 2020

(Amount in`)
Particulars Note Figures as at the Figures as at the
No. end of current end of previous
reporting Period reporting Period
As at As at
31st March, 2020 31st March, 2019
ASSETS
Non-current assets
(a) Property, Plant and Equipment I - -
(b) Capital work-in-progress - -
(c) lnvestment Property - -
(d) Goodwill - -
(e) Other Intangible assets - -
(f) Intangible assets under development - -
(g) Biological Assets other than bearer plants - -
(h) Financial Assets - -
(i)
Investments
- -
(ii)
Trade receivables
- -
(iii)
Loans
- -
(i) Deferred tax assets (net) - -
(j) Other non-current assets II - 736,000
Current assets
(a) Inventories III 35,413,565 33,142,312
(b) Financial Assets - -
(i)
Investments
- -
(ii)
Trade receivables
- -
(iii)
Cash and cash equivalents
IV 246,091 1,579,602
(iv)
Bank balances other than(iii) above
- -
(v)
Loans
- -
(vi)
Others (to be specified)
- -
(c) Current Tax Assets (Net) V 285,662 212,594
(d) Other current assets VI 771,000 771,000
Total Assets 36,716,318 36,441,508
EQUITY AND LIABILITIES
Equity
(a) Equity Share Capital VII 40,000,000 40,000,000
(b) Other Equity VIII (3,815,631) (4,198,060)
LIABILITIES
Non-current liabilities - -
(a) Financial Liabilities - -
(i)
Borrowings
- -
(ii)
Trade payables
- -
(iii)
Other financial liabilities
- -
(other than those specified in item (b), to be specified)
(b) Provisions IX 400,341 400,341
(c) Deferred tax liabilities (Net) X 10,008 10,412
(d) Other non-current liabilities - -

27TH ANNUAL REPORT 2019-2020.............32

Mewat Zinc Limited

==> picture [514 x 215] intentionally omitted <==

----- Start of picture text -----

||||||
|---|---|---|---|---|
|(Amount in|`|)|
|Particulars|Note|Figures as at the|Figures as at the|
|No.|end of current|end of previous|
|reporting Period|reporting Period|
|As at|As at|
|31st March, 2020|31st March, 2019|
|Current liabilities|-|-|
|(a)|Financial Liabilities|-|-|
|-|-|
|(i)|Borrowings|
|(ii)|Trade payables|XI|-|20,113|
|(iii)|Other financial liabilities|-|-|
|(other than those specified in item (c)|
|(b)|Other current liabilities|-|-|
|(c)|Provisions|XII|121,600|208,702|
|-|-|
|(d)|Current Tax Liabilities (Net)|
|Total Equity and Liabilities|36,716,318|36,441,508|
|XVII|

----- End of picture text -----

Notes to Accounts and Accounting Policies XVII Notes I to XVII forming part of Balance Sheet and Profit and Loss Account.

As per our Report of even date attached.

Gaurav Surendra Gupta & Associates Chartered Accountants Firm Regn. No. 032345N

Sd/Sd/Sd/Sd/- CA Gaurav Gupta Varsha Joshi (J. P. Gupta) (Neena Gupta) FCA Company Secretary Chairman & Managing Director Director & CFO Partner M. No 35141 DIN 00253529 DIN 00253592 Membership No. 524688

Place : New Delhi Date : June 29, 2020 UDIN: 20524688AAAAGE2609

27TH ANNUAL REPORT 2019-2020.............33

Mewat Zinc Limited

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2020

(Amount in`)
Particulars Note Figures for Figures for
No. the current the previous
repoting period repoting period
I. Revenue from operations XIII 11,203,723 20,120,391
II. Other Income - -
----------------------------------------------- -----------------------------------------------
III. Total Revenue (I+II) 11,203,723 20,120,391
========================================== ==========================================
IV. Expenses:
Cost of materail consumed - -
Purchase of Stock-in -Trade 10,280,553 18,622,162
Changes in inventories of finished goods XIV (2,271,253) (1,553,162)
work-in-progress and Stock-in-Trade
Employee benefits expenses XV 1,210,000 1,198,000
Finance cost - -
Deprications and amortization expense I - -
Other expenses XVI 1,471,416 1,342,614
----------------------------------------------- -----------------------------------------------
Total Expenses 10,690,716 19,609,614
========================================== ==========================================
V. Profit / (Loss) before exceptions items and tax (III-IV) 513,007 510,777
VI. Exceptional items - -
VII. Profit / (Loss) after exceptions items and before tax (V-VI) 513,007 510,777
VIII Tax Expense:
(1)
Current tax
133,042 135,000
(2)
Deferred tax
(404) (527)
IX Profit(loss) for the period from continuing operations (VII-VIII) 380,369 376,304
X Profit(loss) from discontinuing operations - -
XI Tax expense of discontinuing operations - -
XII Profit (Loss) from discontinuing operations (after tax) (X -XI) - -
XIII Profit(loss) for the period (IX+XII) 380,369 376,304
XIV Other Comprehensive Income
A.
(i)
Item that will not be reclasssified to profit or loss
- -
(ii)
Income tax relating to items that will not be
- -
reclasified to profit or loss
B.
(i)
Item that will be clasified to profit or loss
- -
(ii)
Income tax relating to items that will be
- -
reclasified to profit or loss
XV Total Comprehensive Income for the period (XIII+ XIV) 380,369 376,304
comprising profit (Loss) and other comprehensive
income for the period
XVI Earning per equity share (for continuing operation):
(1)
Basic
0.10 0.09
(2)
Diluted
0.10 0.09

27TH ANNUAL REPORT 2019-2020.............34

Mewat Zinc Limited

(Amount in`)
Particulars Note Figures for Figures for
No. the current the previous
repoting period repoting period
XVII Earning per equity share (for discontinued operation):
(1) Basic - 0.00
(2) Diluted - 0.00
XVII Earning per equity share (for discontinued & continuing operation):
(1) Basic 0.10 0.09
(2) Diluted 0.10 0.09
Notes to Accounts and Accounting Policies XVII

Notes I to XVII forming part of Balance Sheet and Profit and Loss Account.

As per our Report of even date attached.

Gaurav Surendra Gupta & Associates Chartered Accountants Firm Regn. No. 032345N

Sd/Sd/Sd/Sd/- CA Gaurav Gupta Varsha Joshi (J. P. Gupta) (Neena Gupta) FCA Company Secretary Chairman & Managing Director Director & CFO Partner M. No 35141 DIN 00253529 DIN 00253592 Membership No. 524688

Place : New Delhi Date : June 29, 2020 UDIN: 20524688AAAAGE2609

27TH ANNUAL REPORT 2019-2020.............35

Mewat Zinc Limited

CASH FLOW STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2020

(Amount in ` )

(Amount in`)
Particulars Year ended Year ended
31st March, 2020 31st March, 2019
**(A) ** Cash Flow from Operating Activities
Net Profit Before Tax and Extraordinary items 513,007 510,777
Adjustment for:
Depreciation and amortisation Expenses - -
Deferred Assets Written Off 736,000 736,000
--------------------------------------------- ---------------------------------------------
Operating Profit Before Working Capital Changes 1,249,007 1,246,777
--------------------------------------------- ---------------------------------------------
Working Capital Adjustments:
Increase /(Decrease) in Trade and other receivable - -
Increase/(Decrease) in Inventories (2,271,253) (1,553,162)
Increase/(Decrease) in Trade and other Payable (107,215) 153,815
Cash Generated from Operations (1,129,461) (152,570)
Direct Taxes Paid 135,000 135,000
Receipt from Income Tax (2,060) (220)
GST-advance payment (71,110) (26,034)
--------------------------------------------- ---------------------------------------------
Net Cash From Operating Activities (1,333,511) (313,384)
--------------------------------------------- ---------------------------------------------
(B) Cash Flow from Investing Activities
Purchase of Fixed Assets and other Capital Expenditure - -
Sale of Fixed Assets - -
Sale of Investments - -
Interest Income - -
--------------------------------------------- ---------------------------------------------
Net Cash From Investing Activities - -
--------------------------------------------- ---------------------------------------------
**(C) ** Cash Flow from Financing Activities
Proceeds from Long Term Borrowing (Bank) - -
Proceeds from Long Term Borrowing (Other) - -
Repayment of Long Term Borrowing (Bank) - -
Repayment of Long Term Borrowing (Other) - -
Net Cash From Financing Activities - -
--------------------------------------------- ---------------------------------------------
Net Change in Cash and Cash Equivalents (A+B+C) (1,333,511) (313,384)
--------------------------------------------- ---------------------------------------------
Cash and Cash Equivalents as at 1st April (Opening Balance) 1,579,602 1,892,986
Cash and Cash Equivalents as at 31st March (Closing Balance) 246,091 1,579,602
as per bs 246,091 1,579,602
Notes I to XVII forming part of Balance Sheet and Profit and Loss Account.
As per our Report of even date attached.
Gaurav Surendra Gupta & Associates
Chartered Accountants
Firm Regn. No. 032345N
Sd/- Sd/- Sd/- Sd/-
CA Gaurav Gupta Varsha Joshi (J. P. Gupta) (Neena Gupta)
FCA Company Secretary Chairman & Managing Director Director & CFO
Partner M. No 35141 DIN 00253529 DIN 00253592
Membership No. 524688
Place : New Delhi
Date : June 29, 2020
UDIN: 20524688AAAAGE2609

27TH ANNUAL REPORT 2019-2020.............36

STATMENT OF CHANGES IN EQUITY MEWAT ZINC LIMITED

Statment of Changes in Equity for the period ended 31.03.2020

A. Equity Share Capital

==> picture [667 x 329] intentionally omitted <==

----- Start of picture text -----

Balance at the Changes in equity Balance at the
beginning of the share capital end of the
reporting period during the year reporting period
-
40,000,000 40,000,000
B. Other Equity
Share Equity Reserve and Surplus Debt Instrument Equity Effective Revalution Exchange Other items Money Total
application component through other Instrument portion of Surplus difference on of Other received
on money of compound Comprehensive through Other Cash Flow translating Comprehensive against
pending financial Income Comprehensive Hedges the financial Income(Specify share capital
allotment instrument Income statment nature)
Capital Securities Other Reserve Retained
Reserve Premium (Specify Earning
Reserve nature)
- - - - - - - - - - -
Balance at the beginning 1,500,000 (5,698,060) (4,198,060)
of the reporting period
- - - - - - - - - - - - - -
Changes in accounting
policy or prior period errors
Restated balance at the - - - - - - - - - - - - - -
begining of the reporting period
- - - - - - - - - - - - - -
Total comprehensive
- - - - - - - - - - - -
Income for the year 380,369 380,369
Dividends - - - - - - - - - - - - - -
- - - - - - - - - - - - - -
Transfer to retained earnings
- - - - - - - - - - - -
Any other change (Transfer 2,060 2,060
from Deferred Tax)
Balance at the end of the - - 1,500,000 - - (5,315,631) - - - - - - - (3,815,631)
reporting period
----- End of picture text -----

Mewat Zinc Limited

NOTES FORMING PART OF THE FINANCIAL STATEMENTS AS AT 31ST MARCH, 2020

Note I Fixed assets (Property, Plant and Equipment)

A. Tangible assets

Particulars Gross block Gross block Gross block Gross block Gross block Gross block Gross block Gross block Gross block
Balance
as at
1 April,
2019
Additions
(excluding
closing
balance in
capital work-
in-progress)
Disposals Acquisitions
through
business
combinations
Revaluation
increase
adjustment
on
reduction
of capital
Govt.
grants/
subsidies
credited
Other
adjustments
Balance
as at
31 March,
2020
Amount
()**|**Amount**<br>**()
Amount
()**|**Amount**<br>**()
Amount
()**|**Amount**<br>**()
Amount
()**|**Amount**<br>**()
Amount
(`)
(a)
Land
- - - - - - - - -
(b)
Buildings
- - - - - - - - -
(c)
Plant and Equipments
- - - - - - - - -
(d)
Furniture and Fixtures
- - - - - - - - -
(e)
Vehicles
- - - - - - - - -
(f)
Office equipments
- - - - - - - - -
(g)
Others
- - - - - - - - -
Total - - - - - - - - -
Previous year - - - - - - - - -

A Tangible assets

Particulars Accumulated depreciation and impairment Accumulated depreciation and impairment Accumulated depreciation and impairment Accumulated depreciation and impairment Accumulated depreciation and impairment Accumulated depreciation and impairment Accumulated depreciation and impairment Net block Net block
Balance
as at
1 April,
2019
Depreciation
expense for
the year
Eliminated
on disposal
of assets
Adjustment/
utilised from
revaluation
reserve
adjustment
on reduction
of capital
Other
adjustments
Balance
as at
31 March,
2020
Balance
as at
31 March,
2020
Balance
as at
31 March,
2019
Amount
()**|**Amount**<br>**()
Amount
()**|**Amount**<br>**()
Amount
()**|**Amount**<br>**()
Amount
()**|**Amount**<br>**()
Amount
(`)
(a)
Land
- - - - - - - - -
(b)
Buildings
- - - - - - - - -
(c)
Plant and Equipments
- - - - - - - - -
(d)
Furniture and Fixtures
- - - - - - - - -
(e)
Vehicles
- - - - - - - - -
(f)
Office equipments
- - - - - - - - -
(g)
Others
- - - - - - - - -
Total - - - - - - - - -
Previous year - - - - - - - -

27TH ANNUAL REPORT 2019-2020.............38

Mewat Zinc Limited

Amount(`)
Particulars As at As at
NOTE : II 31st March, 2020 31st March, 2019
OTHER NON - CURRENT ASSETS
Deferred Assets - 736,000
(Listing Fees pending for written off)
---------------------------------------------- ----------------------------------------------
- 736,000
========================================== ==========================================
NOTE : III
INVENTORIES
Stock-in-trade 35,413,565 33,142,312
(In respect of goods acquired for trading)
---------------------------------------------- ----------------------------------------------
35,413,565 33,142,312
========================================== ==========================================
NOTE : IV
CASH AND CASH EQUIVALENTS
Cash in Hand 1,513 8,323
Cash with Bank 244,578 1,571,279
---------------------------------------------- ----------------------------------------------
246,091 1,579,602
========================================== ==========================================
NOTE : V
CURRENT TAX ASSETS (NET)
Advance Tax 135,000 135,000
Provision for Tax 133,042 135,000
Net Income Tax 1,958 -
GST 283,704 212,594
---------------------------------------------- ----------------------------------------------
285,662 212,594
========================================== ==========================================
NOTE : VI
OTHER CURRENT ASSETS
Appeal Security Fees 35,000 35,000
Deferred Assets 736,000 736,000
(Listing Fees pending for written off during the year)
---------------------------------------------- ----------------------------------------------
771,000 771,000
========================================== ==========================================

27TH ANNUAL REPORT 2019-2020.............39

Mewat Zinc Limited

NOTE : VII EQUITY SHARE CAPITAL

Particulars As at As at As at
31st March, 2020 31st March, 2019
Number Amount Number Amount
(a) Authorised of shares ()**|**of shares**|**()
Class of Share Capital :-
Equity shares of 10/- (Rupees Ten) each with voting rights 5,000,000 50,000,000 5,000,000 50,000,000
Preference shares - - - -
**------------------------------------ ** ------------------------------------ ------------------------------------ -------------------------------------
Total 5,000,000 50,000,000 5,000,000 50,000,000
**================================ ** ================================ ================================ ================================
(b) Issued
Class of Share Capital :-
Equity shares of 10/- (Rupees Ten) each with voting rights 4,000,000 40,000,000 4,000,000 40,000,000
Preference shares - - - -
**------------------------------------ ** ------------------------------------ ------------------------------------ -------------------------------------
Total 4,000,000 40,000,000 4,000,000 40,000,000
**================================ ** ================================ ================================ ================================
(b1) Subscribed and fully paid up
Class of Share Capital :-
Equity shares of 10/- (Rupees Ten) each with voting rights 4,000,000 40,000,000 4,000,000 40,000,000
Preference shares - - - -
**------------------------------------ ** ------------------------------------ ------------------------------------ -------------------------------------
Total 4,000,000 40,000,000 4,000,000 40,000,000
**================================ ** ================================ ================================ ================================
(b2) Subscribed but not fully paid up - - -
**------------------------------------ ** ------------------------------------ ------------------------------------ -------------------------------------
Total - - -
================================ ================================ ================================ ================================

(c) Par Value per Share

Issued, Subscribed and Fully Paid-up Equity Shares : 10/- each (Rupees ten Each) [31st March, 2019 10/- each (` ten each)]

(d) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

Amount(`)
Particulars Opening Fresh Bonus ESOP Conversion Buy Other Closing
Balance issue back changes Balance
Equity shares with voting rights
Issued Capital :-
Year ended 31 March, 2020
-
Number of shares
4,000,000 - - - - - - 4,000,000
-
Amount (in Rupees‘)
40,000,000 - - - - - - 40,000,000
Year ended 31 March, 2019
-
Number of shares
4,000,000 - - - - - - 4,000,000
-
Amount (in Rupees‘)
40,000,000 - - - - - - 40,000,000
Equity shares with voting rights
Subscribed and Fully Paid-up Capital :-
Year ended 31 March, 2020
-
Number of shares
4,000,000 - - - - - - 4,000,000
-
Amount (in Rupees‘)
40,000,000 - - - - - - 40,000,000
Year ended 31 March, 2019
-
Number of shares
4,000,000 - - - - - - 4,000,000
-
Amount (in Rupees‘)
40,000,000 - - - - - - 40,000,000

27TH ANNUAL REPORT 2019-2020.............40

Mewat Zinc Limited

  • (e) Details of the rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital :- The Company has only one class of Shares i.e. Equity Shares with voting rights. There is no class of shares to which any specific rights, preferences and restrictions are attached

(f) Details of shares held by the holding company, the ultimate holding company, their subsidiaries and associates: Particulars Class of Shares : Equity shares with voting rights

As at 31 March, 2020 Number of shares Holding company Ultimate holding company Subsidiaries of the holding company Associates of the holding company Subsidiaries of the ultimate holding company Associates of the ultimate holding company

Not Applicable as the company is not a Subsidiary of any Company Not Applicable as the company is not a Subsidiary of any Company Not Applicable as the company is not a Subsidiary of any Company Not Applicable as the company is not a Subsidiary of any Company Not Applicable as the company is not a Subsidiary of any Company Not Applicable as the company is not a Subsidiary of any Company

As at 31 March, 2019 Number of shares Holding company Not Applicable as the company is not a Subsidiary of any Company Ultimate holding company Not Applicable as the company is not a Subsidiary of any Company Subsidiaries of the holding company Not Applicable as the company is not a Subsidiary of any Company Associates of the holding company Not Applicable as the company is not a Subsidiary of any Company Subsidiaries of the ultimate holding company Not Applicable as the company is not a Subsidiary of any Company Associates of the ultimate holding company Not Applicable as the company is not a Subsidiary of any Company

  • (g) Details of shares held by each shareholder holding more than 5% shares:
Class of shares / Name of shareholder As at 31 March, 2020 As at 31 March, 2019
Number of % holding in Number of % holding in
shares held that class shares held that class
of shares of shares
Equity shares with voting rights
J P Gupta (HUF) 2,602,130 65.05% 2,602,130 65.05%
J P Gupta 273,500 6.84% 273,500 6.84%

(h) As at 31 March, 2020 :- Nil shares (As at 31 March, 2019 :- Nil shares) were reserved for issue under options and contracts/ commitments for the sale of shares/ disinvestments, including the terms and amounts :-

  • (a) Nil shares (As at 31 March, 2019 Nil shares) of NA each towards outstanding employee stock options granted / available for grant.

  • (b) Nil shares (As at 31 March, 2019 Nil shares) of NA each towards outstanding share warrants.

(c) Nil shares (As at 31 March, 2019 Nil shares) of NA each towards convertible securities [(Preference shares), convertible bonds / debentures (Long-term borrowings )]

  • (i) Aggregate number and class of shares allotted as fully paid up pursuant to contract(s) without payment being received in cash, bonus shares and shares bought back for the period of 5 years immediately preceding the Balance Sheet date:
Particulars Aggregate number of shares Aggregate number of shares
As at As at
31st March, 2020 31st March, 2019
Equity shares withv
oting r
ights
Fully paid up pursuant to contract(s) without payment being received in cash Nil Nil
Fully paid up by way of bonus shares Nil Nil
Shares bought back Nil Nil

(j) Terms of any securities convertible into equity / preference shares issued along with the earliest date of conversion in descending order starting from farthest such date :- as at 31st March, 2020 : Nil

  • as at 31st March, 2019 : Nil

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Mewat Zinc Limited

(k) Details of calls unpaid Details of calls unpaid
Particulars As at 31st March, 2020 As at 31st March, 2019
Number Amount Number Amount
of shares ()**||**of shares**||**()
Equity shares withv
oting r
ights
Aggregate of calls unpaid
-
by directors
Nil Nil Nil Nil
-
by officers
Nil Nil Nil Nil
-
by others
Nil Nil Nil Nil
(l) Details of forfeited shares
Class of shares As at 31st March, 2020 As at 31st March, 2019
Number Amount Number Amount
of shares originally of shares originally
**paid up ** **|||**paid up
Equityshares with votingrights Nil Nil Nil Nil
Amount(`)
Particulars As at As at
31st March, 2020 31st March, 2019
NOTE : VIII
OTHER EQUITY
Reserves and Surplus :
(a) Capital reserve 1,500,000 1,500,000
(b) Capital redemption reserve - -
(c) Securities premium reserve - -
(d) Debenture redemption reserve - -
(e) Revaluation reserve - -
(f) Share options outstanding account - -
(g) General reserve - -
(h) Other reserves - -
(i) Surplus in Statement of Profit and Loss
Opening balance -5,698,060 -6,074,364
Add: Profit / (Loss) for the year 380,369 376,304
Amounts transferred from:
General reserve - -
Other reserves 2,060 -
Less: dividend paid - -
Tax on dividend - -
Transferred to:
General reserve - -
Capital redemption reserve - -
Debenture redemption reserve - -
----------------------------------------------- -----------------------------------------------
Sub-total (i) -5,315,631 -5,698,060
----------------------------------------------- -----------------------------------------------
Total (a to i) -3,815,631 -4,198,060
========================================== ==========================================
ii. Reserves specifically represented by earmarked investments - -

27TH ANNUAL REPORT 2019-2020.............42

Mewat Zinc Limited

Amount(`)
Particulars As at As at
NOTE : IX 31st March, 2020 31st March, 2019
PROVISIONS
Provision for Listing Fees 400,341 400,341
----------------------------------------------- -----------------------------------------------
400,341 400,341
========================================== ==========================================
NOTE : X
DEFERRED TAX LIABILITIES (NET)
Opening Balance 10,412 10,719
During The Year (404) (527)
Adjustment During The Year - 220
----------------------------------------------- -----------------------------------------------
10,008 10,412
========================================== ==========================================
NOTE : XI
TRADE PAYABLES
Less Than 6 month - 20,113
Other
----------------------------------------------- -----------------------------------------------
- 20,113
========================================== ==========================================
NOTE : XII
CURRENT PROVISIONS
Provision for Audit Fees 71,600 50,000
Provision for Secretarial Audit 25,000 25,000
Provision for Income Tax - -
TDS Payable - 2,702
Director Remuneration Payable - 50,000
Salary Payable 25,000 81,000
----------------------------------------------- -----------------------------------------------
121,600 208,702
========================================== ==========================================
Amount (`)
Particulars For the Year ended on
For
the Year ended on
NOTE : XIII 31st March, 2020 31st March, 2019
Sales 11,203,723 20,120,391
----------------------------------------------- -----------------------------------------------
11,203,723 20,120,391
========================================== ==========================================
NOTE : XIV
CHANGES IN INVENTORIES OF FINISHED GOODS
WORK-IN-PROGRESS AND STOCK-IN-TRADE
Opening Stock 33,142,312 31,589,150
Less Closing Stock 35,413,565 33,142,312
----------------------------------------------- -----------------------------------------------
(2,271,253) (1,553,162)
========================================== ==========================================

27TH ANNUAL REPORT 2019-2020.............43

Mewat Zinc Limited

Amount(`)
Particulars For the Year ended on For the Year ended on
NOTE : XV 31st March, 2020 31st March, 2019
EMPLOYEE BENEFIT EXPENSES
Salary 610,000 598,000
Remuneration to Directors 600,000 600,000
----------------------------------------------- -----------------------------------------------
1,210,000 1,198,000
========================================== ==========================================
NOTE : XVI
OTHER EXPENSES
Bank Charges 1,465 592
Listing Fees 1,036,000 985,820
CGST Exp 0 896
SGST Exp 0 896
IGST Exp 0 2,259
Fees, Subscription & Publication 66,420 20,312
Professional Charges 78,900 27,025
Postage 32,922 40,876
Advertisement, Printing & Stationery 147,949 146,838
Remuneration to auditors 70,000 50,000
Internal Audit & Secretarial Fees 25,000 25,000
Telephone Exp 6,123 7,337
AGM/Misc Exp. 6,637 34,763
----------------------------------------------- -----------------------------------------------
1,471,416 1,342,614
========================================== ==========================================

For Gaurav Surendra Gupta & Associates Chartered Accountants Firm Regn. No. 032345N

Sd/Sd/Sd/Sd/- CA Gaurav Gupta Varsha Joshi (J. P. Gupta) (Neena Gupta) FCA Company Secretary Chairman & Managing Director Director & CFO Partner M. No 35141 DIN 00253529 DIN 00253592 Membership No. 524688

Place : New Delhi Date : June 29, 2020 UDIN: 20524688AAAAGE2609

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Mewat Zinc Limited

NOTE NO. : XVII NOTES FORMING PART OF FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2019

1. CORPORATE INFORMATION : - Mewat Zinc Limited (‘the Company’) is a company engaged in Trading of Metal and Non Metal, Fabric including Khadi Yarn. The Company is a public limited company incorporated in India with its registered office at 1/24, Bansi House, Asaf Ali Road, New Delhi 110002 bearing CIN L27204DL1991PLC046120. The financial statements for the year ended 31st March, 2020 have been approved by the Board of Directors and authorized for issue on 29th June, 2020.

2. Previous year’s figures have been re-grouped/ re-casted wherever considered necessary.

3. The directors of the company have foregone their sitting fee for attending meeting of Board of Directors.

4. In Terms of Indian Accounting Standard 12-”Income Taxes”, The Company has determined the net deferred tax assets as on 31.03.2020 and the same has been recognized.

5. The disclosures required under Indian Accounting Standard 19 “Employee Benefits”:- The Company has not contributed any Employee Benefit plan (Neither Provident Fund nor Gratuity Fund) as it was not applicable.

6. Office Rent :-The Managing directors of the company have foregone the rent of the Registered office of the Company.

7. Payment to Auditor

Payment to Auditor
2019-2020 2018-2019
Audit Fees
(Including GST and Tax Audit) 70,000/- 50,000/-

8. Disclosure under Indian Accounting Standard- 24 “Related Party Disclosures” issued by The Institute of Chartered Accountants of India :-

  • A. List of Related Parties

Key Managerial Personnel (KMP):

Mr. Jai Prakash Gupta (Managing Director) Mrs. Neena Gupta (CFO & Director) Mr. Neeraj Sobti (Director) Mr. Virender Goel (Director) Mr. Vijay Khanna (Director) Mrs. Varsha Joshi (Company Secretary) Companies/Entities in which KMP: NIL exercise Significant influence

  • B. Transactions with Related Parties
Transactions with Related Parties
Particulars 2019-2020 2018-2019
Managerial Remuneration paid to Jai Prakash Gupta 3,00,000.00 3,00,000.00
Managerial Remuneration Paid to Neena Gupta 3,00,000.00 3,00,000.00
Total Managerial Remuneration 6,00,000.00 6,00,000.00
  • C. Balances Outstanding at year end-
Balances Outstanding at year end-
Particulars As at As at
31st March, 2020 31st March, 2019
Managerial Remuneration Payable to Jai Prakash Gupta Nil 25,000/-
Managerial Remuneration Payable to Neena Gupta Nil 25,000/-
Other Payable to any KMP Nil Nil
Total outstanding atyear End 50,000/- Nil

The above related party information have been disclosed to the extent such parties have been identified by the management on the basis of information available. This has been relied upon by the auditors.

27TH ANNUAL REPORT 2019-2020.............45

Mewat Zinc Limited

9. Contingent liabilities

Particulars Particulars As at As at
31st March, 2020 31st March, 2019
(i) Pending Case in lTAT (Corporation Tax) Accounting Year 2014-2015 `174730/- 174730/-
(iii) Liability for Deposit Nil Nil

(i) The Company has filed Appeal with ITAT (Corporation Tax) for the Assessment Year 2015-2016. Current Demand is 174730/- out of which company has deposited 35000/- and classified as other Current Assets.

(ii) Liability of M/s Perutech Services Limited for ` 15 Lakh and Interest thereon if any claim arises.

  1. Foreign Currency Transactions: Nil

  2. Operating Segment: - The company is primarily engaged in the activities of Trading. Since all activities are related to one segment, there is no other operating segment as per the Ind AS 108 “Operating Segments”.

12. Quantitative details

Quantitative details
PARTICULARS YEAR ENDED 31-03-2020 YEAR ENDED 31-03-2019
UNIT QTY VALUE UNIT QTY VALUE
A
OPENING STOCK
NON-FERROUS METAL (GOLD)
OTHER ITEMS
KG
Nos.
11.250
NIL
33142312
NIL
KG
Nos.
11.750
NIL
31589150
NIL
B
SALE
NON-FERROUS METAL (GOLD)
OTHER ITEMS
KG
Nos.
3.050
NIL
11203723
NIL
KG
Nos.
6.50
NIL
20120391
NIL
C PURCHASES
NON-FERROUS METAL (GOLD)
OTHER ITEMS
KG
Nos.
2.800
NIL
10280553
NIL
KG
Nos.
6.000
NIL
18622162
NIL
D CLOSING STOCK
NON-FERROUS METAL (GOLD)
OTHER ITEMS
KG
Nos.
11.000
NIL
35413565
NIL
KG
Nos.
11.250
NIL
33142312
NIL
  1. Earnings per Share
Earnings per Share
2019-2020 2018-2019
Basic
Net Profit after deferred tax 380369 376304
Weighted average No. of fully paid up equity 40,00,000 40,00,000
shares outstanding during the year
Earning Per Shares 0.10 0.09
Diluted
Net Profit after deferred tax 380369 376304
Weighted average No. of fully paid up equity 40,00,000 40,00,000
shares outstanding during the year
Earning Per Shares 0.10 0.09

14. Financial Instruments and Related Disclosures

A. Capital Management

The Company’s capital management objective is to ensure that a sound capital base is maintained to support long term business growth and optimize shareholders value. Capital includes equity share capital and other equity reserves. The Company’s operations are funded primarily through internal accruals and secondary through issue of share capital.

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Mewat Zinc Limited

A. Categories of Financial Instruments Amount in`
Particulars Note As at As at
31st March, 2020 31st March, 2019
Financial Assets
Measured at amortised cost
(i)
Trade receivables
0 0
(ii) Cash and cash equivalents IV 246091 1579602
(iii) Inventory III 35413565 33142312
(iv) Others II,V&VI 1056662 1919594
Total Financial Assets
Financial Liabilities
Measured at amortised cost
(i)
Borrowings
36716318
0
36441508
0
(ii) Tradepayables XI 0 20113
(iii) Other financial liabilities IX & XII 521941 609043
Total Financial Liabilities 521941 629156
Fair value hierarchy Amount in`
Particulars As at As at
31st March, 2020 31st March, 2019
I
Financial Assets / Financial Liabilities at amortised cost
-
Total Financial Assets
-
Total Financial Liabilities
The carrying amount of financial assets and financial liabilities
36716318
521941
36441508
629156
measured at amortised cost are a reasonable approximation
of their fair values.
II
Financial assets at fair value through profit & loss
Nil Nil
III
Financial assets at fair value through other
Nil Nil
comprehensive income

The Company determines the fair value of its financial instruments on the basis of the following hierarchy: Level 1, Level 2 & Level 3:

The company does not have any investment in shares, mutual fund and bond etc.

The fair value of trade receivables, trade payables and other current financial assets and liabilities is considered to be equal to the carrying amounts of these items due to their short-term nature.

B. Financial Risk Management objectives

(i) Liquidity Risk

Liquidity risk refers to risk that the Company may encounter difficulties in meeting its obligations associated with financial liabilities that are settled in cash or other financial assets. The Company regularly monitors the rolling forecasts to ensure that sufficient liquidity is maintained on an ongoing basis to meet operational needs. The Company manages the liquidity risk by planning the investments in deposit with banks in a manner such that the desired quantum of funds could be made available to meet any of the business requirements within a reasonable period of time.

(ii) Credit Risk

Credit risk refers to risk of financial loss to the Company if a customer or a counter-party fails to meet its contractual obligations. The Company has following categories of financial assets that are subject to credit risk evaluation.

Investments

The Company has made investments in deposit with banks. Funds are invested in accordance with the Company’s established Investment policy that includes parameters of safety and liquidity. The company does not expect any significant risk of default except as provided in the financial statements.

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Mewat Zinc Limited

Trade Receivables

Credit risk arising from trade receivables is managed in accordance with the Company’s established policy with regard to credit limits, control and approval procedures. The Company provides for expected credit losses on trade receivables based on a simplified approach as per Ind AS 109. The Company’s historical experience of collecting receivable indicate that credit risk is low, consequently trade receivables are considered to be a single class of financial assets. There is no overdue customer balance. Loss, allowances and impairment is recognized where considered appropriate by the management.

Other Financial Assets

Other financial assets include Deferred Expenses, Balances with GST and Income Tax etc. Based on historical experience and credit profiles of counterparties, the Company does not expect any significant risk of default. The Company’s maximum exposure to credit risk for each of the above categories of financial assets is their carrying values as at the reporting dates.

(iii) Market Risk Interest

Rate Risk

Interest rate risk refers to risk that the fair value of future cash flows of a financial instrument may fluctuate because of changes in market interest rates. The Company is not exposed to any significant interest rate risk as its investments are in deposit with banks. The company borrowers money mainly from directors and other related parties on interest less than or equal to market rate.

Price Risk

Price risk refers to risk that the fair value of a financial instrument may fluctuate because of the change in the market price. The Company is exposed to the price risk mainly from investment in deposit with banks which is not exposed to significant price risk.

Foreign Currency Risk

Foreign currency risk refers to risk that the fair value of future cash flows of an exposure may fluctuate due to change in the foreign exchange rates. The Company is exposed to foreign currency risk arising out of transactions in foreign currency. Foreign exchange risks are managed in accordance with Company’s established policy for foreign exchange management. The impact of strengthening/weakening of foreign currencies on the outstanding exposure at the year-end is not significant. During the Year company does not have any Foreign Currency Transaction.

Impact of COVID-19

World Health Organization (WHO) declared outbreak of Coronavirus Disease (COVID -19 ) a global pandemic on 11[th] March 2020. Consequent to this Government of Delhi declare lockdown in Delhi from 22[nd] March 2020. Government of India also declare Nationwide Lockdown from 24[th] March 2020 which has slightly impacted the business activity of Company during the current year mainly revenue from operation due to nature of activity in which company operate. All the employee of the company is working from Home. The Company is yet to start its regular business activity. In developing the assumption and estimates relating to COVID-19 on the uncertainties as at the Balance Sheet date in relation to recoverable amounts of these assets. The Management has considered the global economic conditions prevailing at the date of approval of these financial statements and has used internal and external sources of information to the extent determined by it. The actual outcome of these assumptions and estimates may vary in future due to the impact of pandemic. The Company will continue to closely monitor any material changes to future economic conditions.

15. SIGNIFICANT ACCOUNTING POLICIES

i. Statement of Compliance

In accordance with the notification issued by the Ministry of Corporate Affairs, the Company has adopted Indian Accounting Standards (referred to as “Ind AS”) notified under the Companies (Indian Accounting Standards) Rules, 2015, read with Section 133 of the Companies Act 2013 (“the Act”) with effect from 1st April, 2016.

The Financial Statements for the year ended 31st March, 2020 have been prepared in accordance with the Ind AS issued and effective as at the reporting date. Previous periods have been restated in line with Ind AS.

ii. Basis of Preparation of Financial Statements:

The financial statements have been prepared and presented on the basis of going concern under the historical cost convention on an accrual basis except for certain financial instruments which are measured at fair value at the end of each reported period as explained in other accounting policies.The assets and liabilities have been classified as

27TH ANNUAL REPORT 2019-2020.............48

Mewat Zinc Limited

current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule III to the Companies Act, 2013.

Company’s financial statements are presented in Indian Rupees which is also its functional currency.

iii. Use of Estimates and Judgment

The preparation of financial statements requires to exercise, judgment and estimates and assumptions to be made that affect the reported amount of assets and liabilities on the date of the financial statements and the reported amount of revenues and expenses during the reporting period. These estimates and underlying assumptions are reviewed on a periodic basis. Difference between the actual results and estimates are recognized in the period in which the results are known/ materialized.

The areas involving significant estimates and judgment include determination of useful life of property, plant and equipment and measurement of defined benefit obligations.

iv. Financial Instruments

A financial instrument in any contract that gives rise to a financial asset of one entity and financial liability or equity instrument of another entity.

Financial Assets:

(a) Initial Recognition and Measurement :

On initial recognition, a financial asset is recognized at fair value. In case of financial asset which are recognized at fair value through profit and loss (FVTPL), its transaction cost are recognized in the Statement of Profit and Loss, while in other cases the transaction cost are attributed to the acquisition value of the financial asset.

(b) Subsequent Measurement:

Financial Assets are subsequently classified as measured at (i) Amortised cost, (ii) Fair value through Profit and Loss (FVTPL) & (iii) Fair Value through Other Comprehensive Income (FVOCI).

Financial Assets are not reclassified subsequent to their recognition, except in the period when the Company changes its business model for managing the financial assets.

Financial Assets at Amortised Cost

Financial assets are subsequently measured at amortised cost, if these financial assets are held within a business whose objective is to hold these assets to collect contractual cash flows and the contractual terms of financial assets give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial Assets at Fair Value through other Comprehensive Income

Financial assets are measured at fair value through other comprehensive income, if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows on specified dates that are solely payments of principal and interest on the principal amount outstanding and selling financial assets.

Financial Assets at Fair Value through Profit and Loss

Financial assets are measured at fair value through Profit and Loss unless it is measured at amortizedcost or at FVOCI on initial recognition.

Cash and Cash Equivalents

Cash and Cash Equivalents comprise cash on hand and balance with banks which are subject to insignificant risk of changes in value.

(c) Derecognition:

The company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset expire, or it transfer the contractual right to receive the cash flows from the assets.

Financial Liabilities:

(a) Initial Recognition and Measurement

On initial recognition all financial liabilities are recognized at fair value and in case of loans and borrowings, net of directly attributable transaction costs.

(b) Subsequent Measurement :

Financial liabilities are subsequently classified as measured at amortized cost or fair value through Profit and Loss.

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Mewat Zinc Limited

Financial liabilities are measured at amortized cost using the effective interest rate (EIR) method. Financial liabilities carried at fair value through profit and loss are measured at fair value with all changes in fair value recognized in the Statement of Profit and Loss.

(c) Derecognition:

The company derecognizes a financial liability when the obligation under the liability is discharged or cancelled or expires.

v. Cash Flow Statement

Cash flows are reported using the indirect method, whereby profit/(loss) before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the company are segregated based on the available information.

vi. Property, Plant & Equipment:

Property, plant & equipment are stated at cost and net of recoverable taxes less accumulated depreciation. Cost of acquisition is inclusive of freight, duties, taxes and other incidental expenses.

The carrying amount of assets are reviewed at balance sheet date to determine, if there is any indication of impairment based on external/internal factors.

Upon first time adoption of Ind AS, the company has elected to measure all its Property, Plant and Equipments at the Indian GAAP carrying amount as its deemed cost on the date of transition to Ind AS, i.e. 1st April, 2016.

Gains or losses arising from derecognition of a property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying amount of the assets and are recognized in the Statement of Profit and loss when the asset is derecognized.

vii. Intangible Assets

Intangible assets are stated at cost of acquisition and net of recoverable taxes less accumulated amortization.

viii. Depreciation

Depreciation on property, plant and equipment is being provided on the straight line method as per useful life of the assets specified in schedule-II to the Companies Act, 2013. Depreciation on property, plant and equipment individually costing Rupees Five thousand or less is provided @ 100%. Depreciation on additions / deductions is provided on prorata basis.

In case of impairment, if any, depreciation is provided on the revised carrying amount of the assets over its remaining useful life.

The useful life of property, plant & equipments are as follows -

Office Equipment 5 Years
Furniture & Fixtures and Vehicles 8 Years
Computers 3 Years
Books 15 Years
Airconditioners, D.G. Set,
Electrical Equipments and
Electrical Installation 10 Years

ix. Inventories

Course material is valued at lower of cost (FIFO basis) and net realizable value. Cost is determined by including material cost, and other expenditure directly attributable to its acquisition. Work in progress is valued at lower of estimated cost and net realizable value. Course material in transit is valued at cost.

x. Revenue Recognition

(a) Interest Income:

Interest income is recognized on a time proportion basis taken into account the amount outstanding and the rate applicable.

xi. Taxes on Income

Income tax expense comprises of Current Tax and Deferred Tax. It is recognized in the Statement of Profit & Loss

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Mewat Zinc Limited

except to the extent it relates to an item which is recognized directly in Equity or in Other Comprehensive Income, in which case, the same are recognized therein.

Current tax is ascertained on the basis of taxable income computed in accordance with provisions of the Income-tax Act,1961.The deferred tax for timing difference between the book income and taxable income for the year is accounted using tax rates and tax laws that have been enacted or substantively enacted at the Balance Sheet date. Deferred tax assets arising from the timing difference are recognized to the extent there is reasonable certainty that sufficient future taxable income will be available.

xii. Foreign Currency Transactions:

Transactions of purchases, expenditure and income in foreign currency are accounted for at the rate of exchange prevailing on the date of receipt of invoice and/or other relevant documents and the difference between this amount and the actual amount paid is charged to the Statement of Profit and Loss. Current liabilities and assets are translated at the year end rate and the difference is charged to the Statement of Profit and Loss. There are no foreign currency transactions during year.

xiii. Provisions and Contingent Liabilities/Assets:

A provision is recognized when there is a present obligation as a result of past event and it is probable that an outflow of a resource will be required to settle the obligation in respect of which a reliable estimate can be made.

Contingent liabilities are disclosed after an evaluation of the fact and legal aspects of the matter involved. Contingent assets are not recognized but disclosed by way of a brief description when an inflow of benefit is probable and if estimate of its financial effect is practicable. The provisions, contingent liability and assets are reviewed at each balance sheet date.

xiv. Employees Benefits: Defined Contribution Plan

Company’s contribution paid/payable during the year to employees provident fund, family pension fund and ESIC are reocgnised in the statement of Profit and Loss.

Liability on account of encashment of leaves to employees, considered as short term compensated expense, is provided at year end in the statement of Profit and Loss and is paid in subsequent year.

Defined Benefit Plan

Post employment long term employee benefit in form of gratuity are considered as defined benefit plan and is provided in accounts as determined on Actuarial basis using the Projected Unit Credit Method at the balance sheet date. Service Cost (Both Current and Past) and Net Interest Expenses or Income is recognized as expenses in the Statement of Profit and Loss.

Any difference between the interest income on plan assets and the return actually achieved and any changes in the liabilities over the year due to changes in actuarial assumptions or experience adjustment within the plans are recognized immediately in Other Comprehensive Income and subsequently not reclassified to the Statement of Profit and Loss.

The Retirement Benefit Obligation recognized in the Balance Sheet represents the present value of the defined benefit obligation reduced by the Fair Value of the Plan Assets.

xv. Leases:

Assets taken on lease under which lessor effectively retains all significant risks and rewards of ownership have been classified as operating lease. Lease payments made under operating lease are recognized as expense in the Statement of Profit & Loss on straight line basis over the primary term of the lease as mentioned in the lease agreement.

xvi. Impairment:

Financial Assets (Other than at Fair Value) :

The company assesses at each balance sheet date whether a financial assets or a group of financial assets is impaired in compliance of Ind AS 109

Non Financial Assets:

If internal/external indication suggest that an asset of the company may be impaired, the recoverable amount of the asset is determined on the balance sheet date and if it is less than its carrying amount, the carrying amount of asset is reduced to the said recoverable amount. The recoverable amount is measured as the higher of the fair value less cost of disposal and value of use of such asset which is determined by the present value of the estimated future cash flows.

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Mewat Zinc Limited

Assessment is also done at each balance sheet date as to whether there is any indication that the impairment loss recognized in prior period may no longer exist or may be decreased, a reversal of an impairment loss for an asset is recognized in the Statement of Profit and Loss.

xvii.Earnings per Share:

Basic earnings per share is computed by dividing the net profits for the year attributable to the equity shareholders of the Company by the weighted average number of equity shares outstanding during the period.

For the purpose of calculating diluted earnings per share, the net profit attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

For Gaurav Surendra Gupta & Associates Chartered Accountants Firm Regn. No. 032345N

Sd/Sd/Sd/Sd/- CA Gaurav Gupta Varsha Joshi (J. P. Gupta) (Neena Gupta) FCA Company Secretary Chairman & Managing Director Director & CFO Partner M. No 35141 DIN 00253529 DIN 00253592 Membership No. 524688 Place : New Delhi Date : June 29, 2020 UDIN: 20524688AAAAGE2609

27TH ANNUAL REPORT 2019-2020.............52

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