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ABans Enterprises Ltd.

BSE: 512165 Sector: Others
NSE: N.A. ISIN Code: INE365O01010
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OPEN 5.07
PREVIOUS CLOSE 4.95
VOLUME 10
52-Week high 5.07
52-Week low 2.51
P/E 84.50
Mkt Cap.(Rs cr) 7.07
Buy Price 5.07
Buy Qty 24300.00
Sell Price 0.00
Sell Qty 0.00
OPEN 5.07
CLOSE 4.95
VOLUME 10
52-Week high 5.07
52-Week low 2.51
P/E 84.50
Mkt Cap.(Rs cr) 7.07
Buy Price 5.07
Buy Qty 24300.00
Sell Price 0.00
Sell Qty 0.00

ABans Enterprises Ltd. (ABANSENTERPRISE) - Director Report

Company director report

To

The Shareholders

MATRU-SMRITI TRADERS LTD

Your directors have pleasure in presenting the 29th Annual Report of the Companytogether with the Audited Statement of Accounts for the year ended 31st March 2015.

FINANCIAL RESULTS

The Financial Results are stated as under

(Rupees in Lacs)

PARTICULARS Year Ended 31.03.2015 Year Ended 31.03.2014
Sales & Operating Income - -
Other Income 54.06 4.65
Total Expenditure 3.45 3.69
Gross Income/ (Loss) before Interest Depreciation and 50.26 0.96
Taxation 9.12 0.19
Depreciation - -
Provision for Taxation - -
Net Profit/(Loss) 41.14 0.77

OPERATIONAL PERFORMANCE AND FUTURE OUTLOOK

The Company has incurred a profit of Rs. 41.14lac during the year as compared to Rs.0.77 lac in previous year.

DIVIDEND:

The Board of Directors does not recommend any Dividend for the year under review.

SUBSIDIARIES JOINT VENTURES AND ASSOCIATES COMPANIES:

The Company does not have any subsidiaries joint venture & associates Company.

ACCEPTANCE OF FIXED DEPOSITS:

The Company has not accepted any Fixed Deposits from general public within the purviewof Section 73 of the Companies Act 2013 during the year under review.

LOANS INVESTMENT AND GUARANTEES BY THE COMPANY

There is no loan given investment made guarantee given or security provided by theCompany to any entity under Section 186 of the Companies Act 2013. Particulars ofInvestment made/loan given under section 186 of the Companies Act 2013 are provided inthe financial statement.

TRANSFER TO RESERVE

The Board of Director does not propose to transfer any amount to the reserves.

DISCLOSURES UNDER SECTION 134(3)(I) OF THE COMPANIES ACT 2013

No material changes and commitments which could affect the Company financial positionhave occurred between the end of the financial year of the Company and the date of thisreport except as disclosed elsewhere in this report.

DIRECTORS

Mr. Ashish Shah who was appointed as an additional director of the Company was re-designated/appointed as the Managing Director of the Company.

Mr. J. O. Parikh Mr. Nandlal Chaturvedi and Mrs. Purvi Mahant were appointed as NonExecutive Additional Director on 29th April 2015 and thereafter they were appointed asIndependent Directors in the Extra-Ordinary General Meeting held on 29th May 2015.

Mr. S. K. Pandey and Mr. Alok Bairagra Non Executive Independent Directors of theCompany resigned on 29th April 2015 from directorship due to their personal reasons. TheDirectors place on record their appreciation of the contribution made by Mr. S. K. Pandeyand Mr. Alok Bairagra to the progress of the Company during their tenure as Director.

POLICIES

The following policies of the company are attached herewith and marked as Annexure 1Annexure 2A and Annexure 2B.

• Policy on appointment of Directors and Senior Management (Annexure 1)

• Policy on Remuneration to Directors’ (Annexure 2A)

• Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 2B)

The Company is managed by well- qualified professionals. All directors are suitablyqualified experienced and competent .The members of the Board of Directors are personswith considerable experience and expertise in Audit Accounts Finance Administration andMarketing. The Company is benefitted by the experience and skills of the Board ofDirectors.

The Independent Directors have made disclosures to the Board confirming that there areno material financial and/or commercial transactions between them and the company whichcould have potential conflict of interest with the company at large.

DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT

None of the Directors are retiring by rotation as the composition of the Board haschanged subsequent to change in the control & management of the Company.

FAMILIARIZATION OF INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors have been disclosedon website of the Company.

CODES OF CONDUCT

The Board of Directors of the Company has laid down two separate Codes of Conduct– one for Directors and another for Senior Management and Employees. It has alsoadopted Code for Independent Directors as per Schedule IV of the Companies Act 2013. AllBoard members including Independent Directors and Senior Management Personnel haveaffirmed compliance with the respective Codes of Conduct for the year under review.

DIRECTORS’ INTEREST IN THE COMPANY

The Company has not entered into any contracts with companies in which some of theDirectors of the Company are interested as director or member.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board of Directors has carried out an annual performance evaluation of itsown performance and that of the Directors and Committees.

The Nomination and Remuneration Committee of the Company recommended Evaluation Policywhich was adopted by the Board of Directors. The policy provides for evaluation of theBoard the Committees of the Board and individual Directors including the Chairman of theBoard. The Policy provides that evaluation of the performance of the Board as a whole;Board Committees and Directors shall be carried out on an annual basis. During the yearthe first Evaluation cycle was completed by the Company internally which included theEvaluation of the Board as a whole Board Committees and Directors. The exercise was ledby the Chairman of Nomination and Remuneration Committee alongwith an IndependentDirector. The Evaluation process focused on various aspects of the Board and Committeesfunctioning such as composition of the Board and Committees experience performance ofduties and governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors on parameters such as attendance contributionindependent judgment and guidance and support provided to the management.

The results of the Evaluation were shared with the Board Chairman of respectiveCommittees and individual Directors.

COMPOSITION OF BOARD

As on the date of this report the Board Strength consists of in all 4 directors. Outof them 3 are Non- Executive Independent Directors and 1 is Managing Director.

Further none of the Directors on the Board is a Member of more than 10 Committees orChairman of more than 5 Committees across all the Companies in which he is a Director.Also necessary disclosures regarding Committee positions in other public Companies havebeen made to the Company by the Directors at regular intervals.

NUMBER OF MEETINGS OF THE BOARD

The Board met 7 times during the financial year. The intervening gap between any twomeetings was within the period prescribed by the Companies Act 2013. All the Directorsactively participated in the meetings and contributed valuable inputs on the mattersbrought before the Board of Directors from time to time.

DETAILS OF THE BOARD OF DIRECTORS AND EXTERNAL DIRECTORSHIPS

Particulars of the Board’s Composition Directors’ Attendance at BoardMeetings and at the previous Annual General Meeting number of other Directorships andBoard-Committee memberships held as on 31 March 2015 are given below:

Sr. No. Name of the Director Designation and Category Attendance of Board Meetings Attendance at previous AGM No. of other Director- ships (*) Number of other Board Committee positions (@)
As Chairman As Member
1 Sarabjitsingh Reshamsingh Saini (resigned on 12/2/2015) Yes Yes Nil None None
2 S K Pandey(resigned on 29/4/2015) Yes Yes Nil None None
3 Alok Bairagra(resigned on 29/4/2015) Yes Yes Nil None None
4 Ashish A Shah (appointed on 9/10/2014) - No Nil Nil Nil
5 Nandlal V Chaturvedi (appointed on 29/04/2015) - No Nil Nil Nil
6 Purvi Mahant (appointed on 29/04/2015) - No Nil Nil Nil
7 J. O. Parikh (appointed on 29/04/2015) - No Nil Nil Nil
8 Mohini Patel (appointed on 30/05/2015) - No Nil Nil Nil

Notes:

(*) includes directorships held in public limited Companies only.

Directorships held in Private Companies Foreign Companies and Companies registeredunder Section 25 of the Companies Act 1956 are excluded.

(@) includes only positions held in Audit Committee and Shareholders’/ InvestorGrievance Committee of the Board of Directors

COMMITTEES OF THE BOARD

The Board has constituted following Committees of Directors:

• Audit Committee

• Nomination & Remuneration Committee and

• Stakeholder’s Relationship Committee

• Audit Committee

Terms of Reference:

The role and terms of reference of Audit Committee covers areas mentioned as per therequirements of section 177 of the Companies Act 2013 besides other terms as may bereferred by the Board of Directors. All the Members of Audit Committee are qualified andhaving insight to interpret and understand financial statements. The brief terms ofreference of the Audit Committee is outlined as under:

1. To select and establish accounting policies.

2. To review the adequacy of the Internal Control System.

3. To review financial statements and Auditor Report thereon.

4. To review the adequacy of the Internal Audit function & reports reportingstructure coverage and frequency of internal audit.

5. To review the findings of any internal investigations by the internal auditors andreport the matter to the Board of Directors.

6. To review the Company’s financial and risk management policies.

7. To review and monitor Auditors independence and performance and effectiveness ofaudit process.

8. To approve or any subsequent modification of transactions of the Company withrelated parties.

9. To scrutinize inter-corporate loans & investments.

10. To do the valuation of undertakings or assets of the Company wherever it isnecessary.

11. To evaluate internal financial controls & risk management systems.

12. To monitor the end use of funds rose through public offers if any & itsrelated matters.

13. To recommend the Appointment Remuneration & terms of Appointment of Auditorsof the

Company.

Meetings of the Committee:

The Committee met Four times during the financial year 2014-15 on i.e. 29th May 201411th August 2014 29th October 2014 & 10th February 2015.

Constitution of the Committee:

The Chairman of the Audit Committee is an Independent Director and is financiallyliterate and has accounting related financial management expertise.

The Composition of the Committee together with the details of the attendance of eachmember as at 31st March 2015 is given below:

Sr. No. Name of the Director Designation Meetings Attended Category
1. Alok Bairagra (resigned on 29/4/2015) Chairman 4 Non- Executive Independent Director
2. S.K.Pandey (resigned on 29/4/2015) Member 4 Non- Executive Independent Director
3. Sarabjitsingh Reshamsingh Saini (resigned on 12/2/2015) Member 4 Executive Non-Independent Director
4. Ashish A Shah (appointed on 9/10/2014) Member 0 Non- Executive Independent Director

Present members of the Committee are Mrs. Purvi Mahant as the Chairman of the Committeeand Mr. J.

O. Parikh – Independent Director and Mr. Ashish Shah – Executive Director.

• Stakeholders Relationship Committee

Terms of the Committee:

1. To scrutinize and approve registration of transfer of shares/warrants issued or tobe issued.

2. The Shareholders’ and Investors’ complaints on matters relating totransfer of shares non receipt of annual report non-receipt of dividends and mattersrelated thereto.

3. To exercise all power conferred on the Board of Directors under Articles ofAssociation.

4. Attending to investors’ queries and complaints regarding transfer dividendannual reports etc.

5. Attending to complaints of Investor routed by SEBI/Stock Exchanges/ RBI.

Details of Pending Investor Grievances and Compliance Officer:

There were no investor grievances pending for redressal as the end of the financialyear and all the queries from the stakeholders were attended to promptly. Further therewere no pending transfers for the year under review.

Further the details of the Compliance Officer designated for handling of the Investorgrievances is provided as under:

Name: Pooja Dedhia

Address: B-207 Patel Shopping Centre Chandavarkar Road Borivali (W) Mumbai –400 092.

Email ID: matrusmriti1985@gmail.com

Composition & Meeting

The Committee comprises of 2 Non-Executive Independent Directors namely Mr. S K Pandey(Chairman) Mr. Alok Bairagra & Mr. Sarabjitsingh R Saini (Promoter-Director) asmember of the committee. All the above mentioned members have resigned as Directors of theCompany pursuant to change in control & management of the Company. Present members ofthe Committee are Mrs. Purvi Mahant as the Chairman of the Committee and Mr. J. O. Parikh– Independent Director and Mr. Ashish Shah – Executive Director.

• Nomination & Remuneration Committee:

Terms of the Committee

The Committee was renamed as Nomination & Remuneration Committee and the terms ofreference of the said committee has been revised in order to align with the provisions ofCompanies Act 2013.

No Stock option has been allotted to any of the Directors during the financial year2014-2015. The terms of reference of Committee broadly includes identifying &selection of candidates for appointment as Directors/Independent Director based on certainlaid down criteria; performing all such functions as are required to be performed by theCommittee with regard to such matters as specified under section 178 of the Companies Act2013. It formulate the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration for the Directors key managerial personnel and other employees. Whilereviewing the Company’s remuneration policies and deciding on the remuneration theBoard and the Committee considers the performance of the Company the current trends inthe industry the qualifications of the appointee their experience past performanceresponsibilities shouldered by them the statutory provisions and other relevant factors..

The Committee also ensures that the level & composition of remuneration isreasonable and sufficient to attract retain and motivate directors of the qualityrequired to run the Company successfully. The Committee also ensures that the relationshipof remuneration to performance is clear and meets appropriate performance benchmark. TheCommittee also ensures that the remuneration to directors key managerial personnel &senior management involves a balance between fixed & incentive pay reflecting short& long term performance objectives appropriate to the working of the Company & itsgoals.

None of the Executive or Non-Executive Directors has been paid remuneration during theyear 2014- 2015.

Composition

The composition of the Remuneration Committee is Mr. S K Pandey (Chairman) Mr. AlokBairagra & Mr. Sarabjitsingh R Saini (Promoter-Director) as member of the as member ofthe committee. All the above mentioned members have resigned as Directors of the Companypursuant to change in control & management of the Company. Present members of theCommittee are Mrs. Purvi Mahant as the Chairman of the Committee and Mr. J. O. Parikh– Independent Director and Mr. Nandlal Chaturvedi – Independent Director.

During the financial year ended 31st March 2015 no Remuneration Committee meeting washeld.

Disclosures:

• Materially significant Related Party Transactions:

• The details of transactions with the related parties are tabled before the auditcommittee on a quarterly basis. The register of contracts containing the transactions inwhich the Directors are interested was placed regularly before the board. There were nopecuniary transactions directly with the independent / Non-Executive Directors other thanthe payment of remuneration. The details of transactions between the Company and therelated parties are given under Notes to the Financial Statement for the year ended 31stMarch 2015.The Board has approved a policy for related party transactions which has beenuploaded on the Company website.

• The Company has followed the Accounting Standards issued by the Institute ofChartered Accountants of India to the extent applicable.

• The Company has adopted the Code of Ethics and Business principles for themembers of Board and senior management personnel.

• The Company has adopted a ‘Code of Conduct for Prevention of InsiderTrading ("the Code") in accordance with the requirements of Securities andExchange Board of India (Prohibition of Insider Trading) Regulations 1992 and itssubsequent amendment. The code expressly lays down the guidelines and the procedure to befollowed and disclosures to be made while dealing with shares of the Company andcautioning them on the consequences of non-compliance thereof. Further we affirm that nopersonnel have been denied access to the Audit Committee. Employees can report to theManagement concerned regarding unethical behavior act or suspected fraud or violation ofthe Company's Code of Conduct Policy.

• The Company has ensured that the person who is being appointed as an IndependentDirector has the requisite qualifications and experience which would be of use to theCompany and which in the opinion of the Company would enable him to contribute effectivelyto the Company in his capacity as an Independent Director.

• The Company has complied with all requirements of regulatory authorities. Nopenalties/strictures were imposed on the Company by Stock Exchanges/SEBI or any otherstatutory authority on any matter related to Capital market.

Declarations by Independent Director

Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act2013 the Company has received individual declarations from all the Independent Directorsconfirming that they fulfill the criteria of independence as specified in Section 149(6)of the Companies Act 2013. As per Section 149 of the Companies Act 2013 IndependentDirectors shall hold office for a term up to five consecutive years on the board of acompany but shall be eligible for re-appointment for another term up to five years onpassing of a special resolution by the company and disclosure of such appointment inBoard's Report. Further Section 152 of the Act provides that the Independent Directorsshall not be liable to retire by rotation in the Annual General Meeting ('AGM') of theCompany.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 your

Directors confirm that:

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand loss of the Company for that period;

(c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) they have prepared the annual accounts on a going concern basis;

(e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively and

(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. Further there are nomaterial related party transactions during the year under review with the PromotersDirectors or Key Managerial Personnel. All Related Party Transactions are placed beforethe Audit Committee as also the Board of Directors for approval. The policy on RelatedParty Transactions as approved by the Board has been uploaded on the Company's website.The form AOC-2 is annexed herewith as Annexure 3.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

AUDITORS

a. Statutory Auditor’s

The Company’s Auditors M/s. H. K. Dedhia & Associates Chartered AccountantsMumbai gave their resignation due to which there was casual vacancy in the Company. TheBoard proposed that M/s. Paresh Rakesh & Associates Chartered Accountants Mumbai beappointed as the Statutory Auditors of the Company to fill the casual vacancy and they hadalso obtained the consent from them. Thereafter at the Extra Ordinary General Meeting heldon 29th May 2015 M/s. Paresh Rakesh & Associates were appointed as StatutoryAuditors of the Company from that Extra Ordinary General Meeting till the conclusion ofthis Annual General Meeting. Hence these Auditors are retiring at the ensuing AnnualGeneral Meeting but are eligible for reappointment. They have confirmed their eligibilityunder Section 141 of the Companies Act 2013 and the Rules framed thereunder forreappointment as Auditors of the Company.

b. Secretarial Audit

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 hasappointed Mr. S. K. Pandey Company Secretary in Practice to undertake the SecretarialAudit of the Company.

AUDITORS AND SECRETARIAL AUDITORS REPORT

The auditors’ report and secretarial auditors’ report does not contain anyqualifications reservations or adverse remarks. Report of the secretarial auditor isgiven as an Annexure 4 which forms part of this report.

MARKET SHARE PRICE DATA

There has been no trading at BSE Limited during the financial year 2014-15.

MEANS OF COMMUNICATION:

The Quarterly Half-Yearly and Annual Financial Results of the Company are forwarded toBSE Limited immediately upon its approval by the Board of Directors and are simultaneouslypublished in leading newspapers in English and Marathi (regional language).

In accordance with the Listing Agreement requirements data pertaining to ShareholdingPattern Quarterly Financial Results and Other Details are forwarded to the StockExchange. During the year under review no presentation was made to the institutionalinvestors or analysts.

SHARE TRANSFER SYSTEM:

Presently the Share Transfer documents received by the Company’s Registrar andTransfer Agents in physical form are processed approved and dispatched within a period of5 to 15 days from the date of receipt provided the documents received are complete andthe shares under transfer are not under dispute.

For expeditious processing of share transfers the Board of Directors of the Companyhas authorized the Compliance Officer to decide on various issues liketransfers/transmission of securities in physical form change in status of share holdersand confirmation of dematerialization.

SEBI COMPLAINTS REDRESS SYSTEM (SCORES)

SEBI vide circular dated 3rd June 2011 introduced SCORES i.e. SEBI ComplaintsRedress System the system of processing of investors complaints in a centralized web basedcomplaints redress portal known as ‘SCORES’. The salient features of this systemare: centralized database of all Complaints online upload Action Taken Reports (ATRs) byconcerned Companies and online viewing by investors of action taken on the complaints andits current status.

The Company is registered with SEBI under the SCORES system.

ISIN NO.

The Company’s Demat International Security Identification Number (ISIN) for itsequity shares in NSDL and CDSL is INE 365O01010.

OUTSTANDING GDRS/ ADRS:

The Company has not issued any GDRs/ADRs.

RECONCILIATION OF SHARE CAPITAL AUDIT

A practicing Company Secretary carries out reconciliation of share capital audit onhalf-yearly basis to reconcile the total admitted capital with NSDL & CDSL and totalissued and listed capital. The audit confirms that the total issued/paid up capital is inagreement with the total number of shares in physical form and the total number ofdematerialized shares held with NSDL & CDSL.

NOMINATION

Individual Shareholders holding shares singly or jointly in physical form can nominatea person in whose name the shares shall be transferable in case of death of the registeredshareholder(s).Nomination facility in respect of shares held in electronic form is alsoavailable with the depository participants as per the bye-laws and business rulesapplicable to NSDL and CDSL. Nomination form SH-13 ([Pursuant to section 72 of theCompanies Act 2013 and rule 19(1) of the Companies (Share Capital and Debentures) Rules2014] can be obtained from the Company's Registrar and Share Transfer Agent. It is alsoavailable on Public domain.

CORPORATE GOVERNANCE

Clause 49 of the Listing Agreement with the Stock Exchanges regarding CorporateGovernance is not applicable to the Company as its paid-up capital & net worth isbelow the prescribed limit of SEBI however the Company has adopted all relevant sectionswhich are applicable to it as per Companies Act 2013.

DIRECTOR’S CERTIFICATE

A Certificate from the Director in respect of the Financial Statements forms part ofthe Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder clause 49 of the Listing Agreement with the Stock Exchanges in India is notapplicable to the Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information relating to the conservation of energy technology absorption foreignexchange earnings and outgo under provisions of 134(3)(m) of the Companies Act 2013 isnot applicable to the Company considering the nature of its business activities. Furtherthe Company has not earned nor spends foreign exchange during the year under review.

RISK MANAGEMENT

The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company is in receipt of remuneration prescribed underSection 197 (12) of the Companies Act 2013 read with the Companies (Particulars ofEmployees) Rules 1975. Thus furnishing of particulars under the Companies (Particulars ofEmployees) Rules 1975 does not arise.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) of the Companies Act 2013 read with Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return isannexed herewith and forming part of the report. (Annexure - 5)

CORPORATE SOCIAL RESPONSIBILITY

The Section 135 of the Companies Act 2013 regarding Corporate Social ResponsibilityCommittee is not applicable to the Company as the Net Profit of the Company is below thethreshold limit prescribed by the Companies Act 2013.

PRESENTATION OF FINANCIAL STATEMENTS

The financial statements of the Company for the year ended 31st March 2015 have beendisclosed as per Schedule III to the Companies Act 2013.

STATUTORY DISCLOSURES

A copy of audited financial statements of the said Companies will be made available tothe members of the Company seeking such information at any point of time. A cash flowstatement for the year 2014-2015 is attached to the Balance Sheet. Pursuant to thelegislation ‘Prevention Prohibition and Redressal of Sexual Harassment of Women atWorkplace Act 2013’ introduced by the Government of India the Company has a policyon Prevention of Sexual Harassment at workplace. There was no case reported during theyear under review under the said policy.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal withinstance of fraud and mismanagement if any in staying true to our values of StrengthPerformance and Passion and in line with our vision of being one of the most respectedcompanies in India the Company is committed to the high standards of Corporate Governanceand stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud andmismanagement if any. The FRM Policy ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern.

A high level Committee has been constituted which looks into the complaints raised. TheCommittee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board of Directors and the designated employees haveconfirmed compliance with the Code.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has put in place an adequate system of internal financial controls withrespect to the financial statement and commensurate with its size and nature of businesswhich helps in ensuring the orderly and efficient conduct of business. No reportablematerial weakness in the operation was observed.

M/s. V. P. Sharma & Co. – Chartered Accountants is the Internal Auditor of theCompany appointed on 25th June 2015.

CHANGE IN CAPITAL STRUCTURE OF THE COMPANY

The Company has allotted 1200000 Equity Shares of Rs. 10each at Rs.110each to Mr.Abhishek Bansal on Preferential basis on 20th August 2015 for which the Company has alsoobtained in principle approval for issue of shares from BSE and approval from Shareholdersthrough Postal Ballot.

Mr. Abhishek Bansal has also entered with Share Purchase Agreement with M/s. ShreejiCorporation Solutions and Trade Private Limited for purchase of 1lac equity shares.

The above transactions has triggered open offer for which Mr. Abhishek Bansal has filednecessary documents with SEBI.

The Authorised and paid up Capital of the Company has been increased from Rs.1cr toRs.2cr and from 5437220 to 17437220 respectively.

LISTING FEES

Your company shares are listed on Bombay Stock Exchange Ltd. the listing fees for theyear 2015-2016 have been paid to the stock exchange. The company has been complying withall the conditions require to be complied with in the listing agreement.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for co-operation and support extendedby the Government Banks Shareholders and Customers for their continued support extendedto the Company at all times. The Directors further express their deep appreciation to allemployees for commendable teamwork high degree of professionalism and enthusiastic effortdisplayed by them during the year.

Place: Mumbai By Order of the Board
Date: August 28 2015 For Matru-Smriti Traders Limited
Sd/- Sd/-
Ashish Shah J. O. Parikh
Managing Director Director
DIN: 06701501 DIN: 6875567

ANNEXURE 1 TO THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH 2015:

POLICY ON APPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT

I. Appointment of Directors

The Nomination and Remuneration Committee (NRC) of the Board of Directors (Board) ofthe Company reviews and assesses Board composition and recommends the appointment of newDirectors. In evaluating the suitability of individual Board member the NRC shall takeinto account the following criteria regarding qualifications positive attributes and alsoindependence of director when Independent Director is to be appointed:

1. All Board appointments will be based on merit in the context of the skillsexperience diversity and knowledge for the Board as a whole to be effective;

2. Ability of the candidates to devote sufficient time and attention to his / herprofessional obligations as Director for informed and balanced decision making;

3. Adherence to the applicable Code of Conduct and highest level of CorporateGovernance in letter and in sprit by the Directors

Based on the recommendations of the NRC the board will evaluate the candidates anddecide on the selection the appropriate member. The Board through the Chairman or theManaging Director & CEO will interact with the new member to obtain his/her consentfor joining the Board. Upon receipt of the consent the new Director will be co-opted bythe Board in accordance with the applicable provisions of the Companies Act 2013 andRules made there under.

II. Removal Of Directors

If a Director is attracted with any disqualification as mentioned in any of theapplicable Act rules and regulations there under or due to non - adherence to theapplicable policies of the Company the NRC may recommend to the Board with reasonsrecorded in writing removal of a Director subject to the compliance of the applicablestatutory provisions

III. Senior Management Personnel

The NRC shall identify persons based on merit experience and knowledge who may beappointed in senior management team.

Senior Management personnel are appointed or promoted and removed/relieved with theauthority of Managing Director & CEO based on the business need and the suitability ofthe candidate. The details of the appointment made and the personnel removed one levelbelow the Key Managerial Personnel during a quarter shall be presented to the Board.

Place: Mumbai By Order of the Board
Date: August 28 2015 For Matru-Smriti Traders Limited
Sd/- Sd/-
Ashish Shah J. O. Parikh
Managing Director Director
DIN: 06701501 DIN: 6875567

ANNEXURE 2A TO THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH 2015 POLICY FORREMUNERATION OF THE DIRECTORS

Purpose

This Policy sets out the approach to Compensation of Directors in Matru-Smriti TradersLimited

Policy Statement

The Company has a well-defined Compensation policy for Directors including theChairman of the Company. The overall compensation philosophy which guides us to focus onenhancing the value to attract to retain and motivate Directors for achieving objectivesof Company and to become a major player in Trading & Commodities Trading activitiesto be the most trusted brand in the business we operate in and focus on customer serenitythrough transparency quality and on time delivery to be a thought leader and establishindustry benchmarks in sustainable development. In order to effectively implement thisthe Company has built a Compensation structure by a regular annual benchmarking over theyears with relevant players across the industry the Company operates in.

Non-Executive Including Independent Directors

The Nomination and Remuneration Committee (NRC) shall decide the basis for determiningthe compensation both fixed and variable to the Non-Executive Directors includingIndependent Directors whether as commission or otherwise. The NRC shall take intoconsideration various factors such as director’s participation in Board and Committeemeetings during the year other responsibilities undertaken such as membership orChairmanship of committees time spent in carrying out their duties role and functions asenvisaged in Schedule IV to the Companies Act 2013 and Clause 49 of the Listing Agreementwith Stock Exchanges and such other factors as the NRC may consider deem fit fordetermining the compensation. The Board shall deter mine the compensation to Non-ExecutiveDirectors within the overall limits specified in the Shareholders resolutions.

Managing Director & Chief Executive Officer (MD & CEO) and Executive Director

Remuneration of the MD & CEO and Executive Directors reflects the overallremuneration philosophy and guiding principle of the Company. While considering theappointment and remuneration of Managing Director and Executive Directors the NRC shallconsider the industry benchmarks merit and seniority of the person and shall ensure thatthe remuneration proposed to be paid is commensurate with the remuneration packages paidto similar senior level counterpart(s) in other companies. The policy aims at a balancebetween fixed and variable pay reflecting short and long-term performance objectivesappropriate to the working of the company and its goals.

The remuneration to the MD & CEO shall be recommended by NRC to the Board. Theremuneration consists of both fixed compensation and variable compensation and shall bepaid as salary commission performance bonus stock options (where applicable)perquisites and fringe benefits as per the policy of the Company from time to time and asapproved by the Board and within the overall limits specified in the Shareholdersresolution. While the fixed compensation is determined at the time of appointment thevariable compensation will be determined annually by the NRC based on the performance ofMD & CEO. The term of office and remuneration of MD & CEO is subject to theapproval of the Board of Directors shareholders and Central Government as may berequired and within the statutory limits laid down in this regard from time to time.

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay subject to the requisite approvals remuneration to its MD &CEO in accordance with the provisions of Schedule V to the Companies Act 2013

If a MD & CEO draws or receives directly or indirectly by way of remuneration anysuch sums in excess of the limits prescribed under the Companies Act 2013 or without theprior sanction of the Central Government where required he / she shall refund such sumsto the Company and until such sum is refunded hold it in trust for the Company. TheCompany shall not waive recover y of such sum refundable to it unless permitted by theCentral Government of the Company.

Remuneration for MD & CEO is designed subject to the limits laid down under theCompanies Act 2013 to remunerate him / her fairly and responsibly. The remuneration tothe MD & CEO comprises of salary perquisites and benefits as per policy of theCompany and performance based incentive apart from retirement benefits like P.F.Superannuation Gratuity Leave Encashment etc. as per Rules Salary is paid within therange approved by the Shareholders. Increments are effective annually as recommended/approved by the NRC / Board. The MD & CEO is entitled for grant of Stock Options asper the approved Stock Options Schemes of the Company from time to time

Directors

The MD & CEO is an executive of the Company and draws remuneration from theCompany. The Non-Executive Independent Directors receive sitting fees for attending themeeting of the Board and Committee thereof as fixed by the Board of Directors from timeto time subject to statutory provisions. The Non-Executive Independent Directors would beentitled to the remuneration under the Companies Act 2013. In addition to the above theDirectors are entitled for reimbursement of expenses incurred in discharge of theirduties.

The Company may also grant Stock Options to the eligible employees and Directors (otherthan Independent Directors) in accordance with the ESOP Schemes of the Company from timeto time and subject to the compliance statutes and regulations.

Disclosures

Information on the total remuneration of members of the Company’s Board ofDirectors Managing Director and Executive Directors and KMP/senior management personnelmay be disclosed in the Board’s report and the Company’s annual report / websiteas per statutory requirements in this regard.

Place: Mumbai By Order of the Board
Date: August 28 2015 For Matru-Smriti Traders Limited
Sd/- Sd/-
Ashish Shah J. O. Parikh
Managing Director Director
DIN: 06701501 DIN: 6875567