ABANS ENTERPRISES LIMITED
(FORMERLY KNOWN AS MATRU-SMRITI TRADERS LTD)
Your directors are pleased to present the 30th Annual Report of the Companytogether with the Audited Statement of Accounts for the year ended 31st March2016.
The Financial Results are stated as under: (Rupees in Lacs)
|PARTICULARS ||Year Ended ||Year Ended |
| ||31.03.2016 ||31.03.2015 |
|Sales & Operating Income ||1948.26 ||- |
|Other Income ||19.83 ||54.49 |
|Total Expenditure ||1942.88 ||4.23 |
|Gross Income/ (Loss) before Interest Depreciation and Taxation ||25.20 ||50.25 |
|Depreciation ||- ||- |
|Tax Expenses: || || |
|Current Year ||12.50 ||9.30 |
|Previous Year ||0.31 ||(0.18) |
|Net Profit/ (Loss) ||12.39 ||41.14 |
CHANGE IN THE NAME OF THE COMPANY AND REGISTERED OFFICE OF THE COMPANY
The Name of the Company changed from (MATRU-SMRITI TRADERS LIMITED" to (ABANSENTERPRISES LIMITED" on March 5 2016.
The Registered Office Address of the Company was shifted from Marshall Building 2ndFloor Shoorji Vallabhdas Marg Ballard Estate Mumbai 400 038 to B-207 PatelShopping Centre Chandavarkar Road Borivali (W) Mumbai 400 092 w.e.f. April 292015.
The Registered Office Address of the Company was shifted from B-207 Patel ShoppingCentre Chandavarkar Road Borivali (W) Mumbai 400 092 to 36 37 38A 3rdFloor 227 Nariman Bhavan Backbay Reclamation Nariman Point Mumbai 400021 w.e.f. December11 2015.
OPERATIONAL PERFORMANCESTATE OF COMPANY AFFAIRS AND FUTURE OUTLOOK
The Company has incurred a profit of Rs. 12.39 lacs during the year as compared to Rs.41.14 lacs in previous year. Income in FY 2014-15 was majorly commission on sale of mutualfund products. However in FY 2015-16 the company has changed its object and now trades inagro and non agro commodities. The additional material costs incurred towards payment ofstamp duty and other charges have a visible effect on the profitability of the Company.However the same were onetime expenses. The Company has decided to approach the producersfor agro commodities instead of buying the same from vendors/ traders. The Companyenvisions this approach to impact the profit margins directly going ahead.
The Company s networth as on 31st March 2016 is Rs. 145155043.
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.
TRANSFER TO RESERVE
The Board of Directors 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 s 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.
DETAILS OF DIRECTORS/ KEY MANAGERIAL PERSONNEL APPOINTED/RESIGNED
There was a change in management and control of Matru-Smriti Traders Limited("Matru"). Pursuant to which Mr. S.K. Pandey and Mr. Alok Bairaga resigned asDirectors on 29th April 2016 and Mr. Ashish Shah was appointed on 24thApril 2015 as the Managing Director of Matru. Mr. J. O. Parikh and Ms. Purvi Mahant wereappointed on 24th April 2015 and Ms. Mohini B. Patel was appointed on 30thMay 2015 as Independent Directors of Matru.
In June 2015 Abhishek Bansal entered into a Share Purchase Agreement (SPA) withShreeji Corporate Solutions and Trade Private Limited to acquire shares of Matru whichtriggered open offer. Open offer concluded in November 2015. Pursuant to open offerthere was again a change in the management and control of ABans Enterprises Limited(Formerly known as Matru-Smriti Traders Limited).
Hence Mr. Ashish Shah resigned as Director on 7th January 2016. Mr. J. O.Parikh and Ms. Purvi Mahant and Ms. Mohini B. Patel resigned as Independent Directors ofthe Company on March 5th 2016.
Mr. Abhishek Bansal was appointed as a Additional Director of the Company on 11thDecember 2016 and as a Managing Director of the Company with effect from January 7th2016 and his appointment was regularized in the Extra-Ordinary General Meeting (EGM) heldon February 23rd 2016.
Mrs. Shriyam Bansal was appointed as an Additional Director on December 11th2015 and her appointment as a Non-Executive Director was regularized in the Extra-OrdinaryGeneral Meeting (EGM) held on February 23rd 2016.
Mr. Prabhulal Tataria and Mr. Parantap Dave were appointed as Additional Directors onDecember 11th 2015 and their appointment as Independent Directors wasregularized in the Extra-Ordinary General Meeting (EGM) held on February 23rd2016.
Ms. Pooja Dedhia resigned from the post of Company Secretary & Compliance Officerand Mr. Abbas Hussain resigned as the CFO of the Company on 5th March 2016.
Ms. Hetal Shah has been appointed as the Company Secretary & Compliance Officer ofthe Company on 30th May 2016.
The following policies of the company are attached herewith and marked as Annexure 2AAnnexure 2Band Annexure 2C.
Policy on appointment of Directors and Senior Management (Annexure 2A)
Policy on Remuneration to Directors (Annexure 2B)
Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 2C)
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 (RETIREMENT OF MR. ABHISHEK BANSAL BYROTATION)
Pursuant to provisions of Section 152 of the Companies Act 2013 read with Articles ofAssociation of the Company Mr. Abhishek Bansal Director is liable to retire byrotation.
The brief resume of the Director seeking appointment/reappointment in the forthcomingAnnual General Meeting in Pursuance of Regulation 36(3) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 is annexed to the Annual General Meeting Noticeunder Annexure A.
FAMILIARIZATION OF INDEPENDENT DIRECTORS
The details of familiarization programme for Independent Directors have been disclosedon website of the Company.
CODE OF CONDUCT
The Board of Directors of the Company has laid down Code of Conduct for Directors andSenior Management and Employees which also includes Code for Independent Directors as perSchedule IV of the Companies Act 2013. All Board members including Independent Directorsand Senior Management Personnel have affirmed compliance with the respective Codes ofConduct along the code of conduct laid down under the SEBI (Listing Obligations andDisclosure Requirements) 2015.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.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board of Directors has carried out anannual performance evaluation of its own performance and that of the Directors andCommittees.
The Evaluation is done as per the Evaluation Policy which has been adopted by the Boardof Directors. The policy provides for evaluation of the Board the Committees of the Boardand individual Directors including the Chairman of the Board. The Policy provides thatevaluation of the performance of the Board as a whole; Board Committees and Directorsshall be carried out on an annual basis. During the year the first Evaluation cycle wascompleted by the Company internally which included the Evaluation of the Board as a wholeBoard Committees and Directors. The exercise was led by the Chairman of Nomination andRemuneration Committee along with an Independent Director. The Evaluation process focusedon various aspects of the Board and Committees functioning such as composition of theBoard and Committees experience performance of duties and governance issues etc.Separate exercise was carried out to evaluate the performance of individual Directors onparameters such as attendance contribution independent judgment and guidance and supportprovided 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 5 directors. Out of them3 are Non-Executive Independent Directors 1 is Non-Executive Woman Director and 1 isManaging 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 necessarydisclosures regarding Committee positions in other public Companies have been made to theCompany by the Directors at regular intervals.
NUMBER OF MEETINGS OF THE BOARD
The Board met 13 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 Board Meetings and atthe previous Annual
General Meeting number of other Directorships and Board-Committee memberships held ason 31 March 2016 are given below:
|Sr. No. ||Name of the Director Designation and Category ||Attendance of Board ||Attendance at previous ||No. of other ||Number of other Board Committee positions (@) |
| || ||Meetings ||AGM ||Direct or- ships (*) ||As Chairman ||As Member |
|1 ||S K Pandey (resigned on 29/4/2015) ||Yes (1) ||No ||Nil ||None ||None |
|2 ||Alok Bairagra (resigned on 29/4/2015) ||Yes (1) ||No ||Nil ||None ||None |
|3 ||Ashish A Shah (appointed on 9/10/2014) ||Yes (10) ||Yes ||1 ||None ||None |
|4 ||Nandlal V Chaturvedi (appointed on 29/04/2015) ||Yes (13) ||Yes ||Nil ||None ||None |
|5 ||Purvi Mahant (appointed on 29/04/2015) ||Yes (13) ||Yes ||Nil ||None ||None |
|6 ||J. O. Parikh (appointed on 29/04/2015) ||Yes (12) ||Yes ||Nil ||None ||None |
|7 ||Mohini Patel (appointed on 30/05/2015) ||Yes (12) ||Yes ||1 ||None ||None |
|8 ||Abhishek Pradeepkumar Bansal (Appointed on 11/12/2015) ||Yes (5) ||No ||9 ||None ||None |
|9 ||Shriyam Abhishek Bansal (Appointed on 11/12/2015) ||Yes (5) ||No ||5 ||None ||None |
|10 ||Prabhulal Keshavji Tataria (Appointed on 11/12/2015) ||Yes (5) ||No ||Nil ||None ||None |
|11 ||Parantap Priyakant Dave (Appointed on 11/12/2015) ||Yes (5) ||No ||8 ||1 ||4 |
(*) 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 heldin Audit Committee and Shareholders / Investor Grievance Committee of the Board ofDirectors
COMMITTEES OF THE BOARD
The Board has constituted following Committees of Directors:
Nomination & Remuneration Committee and
Stakeholder s Relationship Committee
Business Development 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 auditorsand report 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 managementsystems. 12. To monitor the end use of funds rose through public offers if any& its related matters.
13. To recommend the Appointment Remuneration & terms of Appointment ofAuditors of the Company.
Meetings of the Committee:
The Committee met Six times during the financial year 2015-16 on i.e. 30thMay 2015 12th August 2015 30th October 2014 7thJanuary 2016 28th January 2016 & 5th March 2016.
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 2016 is given below:
|Name of the Director ||Designation ||Meetings Attended ||Category |
|Constituted on April 29 2015 || || || || |
|1. Purvi Mahant (resigned on 5th March 2016) ||Chairman ||6 ||Non- Director ||Executive Independent |
|2. J.O. Parikh (resigned on 5th March 2016) ||Member ||6 ||Non- Director ||Executive Independent |
|3. Ashish Shah (resigned on 7th January 2016) ||Member ||4 ||Executive Director ||Non-Independent |
|Committee re-constituted on March 5 2016 due to resignation of the then existing Directors || || || || |
|4. Parantap Dave ||Chairman ||1 ||Non- Director ||Executive Independent |
|5. Prabhulal Tataria Member ||1 ||Non- Executive Director ||Independent || |
|6. Abhishek Bansal Member ||1 ||Executive Director || || |
Present members of the Committee are Mr. Parantap Dave as the Chairman of theCommittee Mr. Prabhulal Tataria Independent Director and Mr. Abhishek Bansal ExecutiveDirector.
Stakeholders Relationship Committee
Terms of the Committee:
1. To scrutinize and approve registration of transfer of shares/warrants issued orto be issued.
2. The Shareholders and Investors complaints on matters relating to transfer ofshares non receipt of annual report non-receipt of dividends and matters relatedthereto.
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 at 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 : Hetal Shah Address: 36/37/38A 3rdFloor 227 Nariman Bhavan Backbay Reclamation Nariman Point Mumbai 400021 Email ID:firstname.lastname@example.org / email@example.com
Composition & Meeting
The Committee comprises of 2 Non-Executive Independent Directors namely Mrs. PurviMahant (Chairperson) & Mr. J.O. Parikh and Mr. Ashish Shah (Managing Director) asmembers of the committee. All the above mentioned members have resigned as Directors ofthe Company pursuant to change in control & management of the Company. Presentmembers of the Committee are Mrs. Shriyam Bansal as the Chairperson of the Committee andMr. Nandlal Chaturvedi Independent Director and Mr. Abhishek Bansal 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 the Boardand the Committee considers the performance of the Company the current trends in theindustry 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.
Mr. Ashish Shah Managing Director was paid Rs. 225000/- as remuneration during theyear*. Mr. Abhishek Bansal Managing Director was paid Rs. 150000/- as remunerationduring the year**.
*Remuneration for part of the year (9 months) ** Remuneration for part of the year (3months)
The composition of the Remuneration Committee is Mrs. Purvi Mahant (Chairperson) Mr.J.O. Parikh & Mr. Nandlal Chaturvedi as members of the committee. Out of the abovementioned members Mrs. Purvi Mahant and Mr. J.O. Parikh have resigned as Directors of theCompany pursuant to change in control & management of the Company. Present members ofthe Committee are Mr. Parantap Dave as the Chairman of the Committee Mr. NandlalChaturvedi Independent Director and Mrs. Shriyam Bansal Non Executive Non IndependentDirector.
During the financial year ended 31st March 2016 the Committee met 4 timesi.e. on 29th April 2015 11th December 2015 7thJanuary 2016 and 5th March 2016.
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. Thedetails of transactions between the Company and the related parties are given under Notesto the Financial Statement for the year ended 31stMarch 2015.The Board hasapproved a policy for related party transactions which has been uploaded on the Companywebsite.
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 Insider Trading("the Code") in accordance with the requirements of Securities and ExchangeBoard of India (Prohibition of Insider Trading) Regulations 1992 and its subsequentamendment. The code expressly lays down the guidelines and the procedure to be followedand disclosures to be made while dealing with shares of the Company and cautioning themon the consequences of non-compliance thereof. Further we affirm that no personnel havebeen denied access to the Audit Committee. Employees can report to the Managementconcerned regarding unethical behavior act or suspected fraud or violation of theCompany's Code of Conduct Policy.
The Company has ensured that the persons who were appointed as IndependentDirectors have the requisite qualifications and experience which would be of use to theCompany and which in the opinion of the Company would enable them to contributeeffectively to the Company in their capacity as Independent Directors.
The Company has complied with all requirements of regulatory authorities. Nopenalties were imposed on the Company by Stock Exchanges/ SEBI or any other statutoryauthority 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 standardshad been followed along with proper explanation relating to material departures;
(b) they have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit and 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 Companyand that such internal financial controls are adequate and were operating effectively and
(f) they have devised proper systems to ensure compliance with the provisions ofall applicable 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.
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.
a. Statutory Auditor
The Company s Auditors M/s. Paresh Rakesh & Associates Chartered AccountantsMumbai had been appointed as the Statutory Auditors of the Company in the 29th AGM of theCompany for a period of five years i.e. till the conclusion of the AGM to be held in theyear 2020. The appointment of Ms. Paresh Rakesh & Associates be ratified and putbefore shareholders for their approval. They have confirmed their eligibility underSection 141 of the Companies Act 2013 and the Rules framed there under for reappointmentas Auditors of the Company.
b. 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 hasappointed Mr. S. K. Pandey Company Secretary in Practice to undertake the SecretarialAudit of the Company.
c. Internal Auditor
Pursuant to provisions of Section 138 of the Companies Act 2013 and The Companies(Accounts) Rules 2014 the Company has appointed V. P. Sharma & Co. CharteredAccountants Mumbai (FRN 139276W) as the Internal Auditors 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 3 which forms part of this report.
MEANS OF COMMUNICATION:
The Quarterly Half-Yearly and Annual Financial Results of the Company are forwarded toBSE Limited and Metropolitan Stock Exchange India Limited immediately upon its approval bythe Board of Directors and are simultaneously published in leading newspapers in Englishand Marathi (regional language).
In accordance with the Listing Agreement requirements and SEBI (Listing Obligations andDisclosure Requirements) 2015 data pertaining to Shareholding Pattern QuarterlyFinancial Results and Other Details are forwarded to the Stock Exchange. During the yearunder review no presentation was made to the institutional investors or analysts.
SHARE TRANSFER SYSTEM:
Presently the Share Transfer documents received by the Company s Registrar and TransferAgents in physical form are processed approved and dispatched within a period of 5 to 15days from the date of receipt provided the documents received are complete and the sharesunder transfer are not under dispute. For expeditious processing of share transfers theBoard of Directors of the Company has authorized the Compliance Officer to decide onvarious issues like transfers/ transmission of securities in physical form change instatus of shareholders and confirmation of dematerialization.
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SEBI vide circular dated 3rd June 2011 introduced SCORES i.e. SEBIComplaints Redress System the system of processing of investors complaints in acentralized web based complaints redress portal known as SCORES . The salient features ofthis system are: centralized database of all Complaints online upload Action TakenReports (ATRs) by concerned Companies and online viewing by investors of action taken onthe complaints and its current status.
The Company is registered with SEBI under the SCORES system.
The Company s Demat International Security Identification Number (ISIN) for its equityshares in NSDL and
CDSL is INE 365O01010.
OUTSTANDING GDRS/ ADRS:
The Company has not issued any GDRs/ ADRs.
RECONCILIATION OF SHARE CAPITAL AUDIT
Mr. S. K. Pandey Company Secretary in Practice carries out reconciliation of sharecapital audit on half-yearly basis to reconcile the total admitted capital with NSDL& CDSL and total issued and listed capital. The audit confirms that the totalissued/paid up capital is in agreement with the total number of shares in physical formand the total number of dematerialized shares held with NSDL & CDSL.
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.
Clause 49 of the Listing Agreement with the Stock Exchanges and Regulation 15 of SEBI(Listing Obligations and Disclosure Requirements) regarding Corporate Governance is notapplicable to the Company as its net worth is below the prescribed limit of SEBI howeverthe Company has adopted all relevant sections which are applicable to it as per CompaniesAct 2013.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is attached as an annexure to this report.
The Company has put in place an enterprise wide risk management framework. Thisholistic approach provides the assurance that to the best of its capabilities theCompany identifies assesses and mitigates risks that could materially impact itsperformance in achieving the stated objectives. The Board of the Company has formed a riskmanagement policy to frame implement and monitor the risk management plan for theCompany. The Directors and Senior management of the Company are responsible for reviewingthe 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:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this Report as Annexure4.
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.
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 2016have been disclosed as per Schedule III to the Companies Act 2013.
Pursuant to the legislation Prevention Prohibition and Redressal of Sexual Harassmentof Women at Workplace Act 2013 introduced by the Government of India the Company has apolicy on Prevention of Sexual Harassment at workplace. There was no case reported duringthe year under review under the said policy.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a Vigil Mechanism Policy to deal with instance of suspected misconductif any without fear of punishment or unfair treatment in staying true to our values ofStrength Performance and Passion and in line with our vision of being one of the mostrespected companies in India. The Company is committed to adhere to the highest standardsof ethical moral and legal conduct of business operations.
A Vigil Mechanism/Whistle Blower Policy provides a channel to the employees andDirectors to report to the management concerns about unethical behavior actual orsuspected fraud. The Vigil Mechanism Policy ensures that strict confidentiality ismaintained whilst dealing with concerns and also that no discrimination will be meted outto any person 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.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO(details required to be presented as per prescribed format)
Conservation of Energy:
The Company is not into manufacturing business. However the company is taking adequatemeasures to conserve electricity in office premises.
i. The steps taken or impact on conservation of energy Guidelines are in place foremployees for switching off the appliances which are not in use to save electricity
ii. The steps taken by the company for utilizing alternate sources of energy NIL (TheCompany has only office premises which consumes electricity)
iii. The capital investment on energy conservation equipments Investment is made oninstalling such equipments which consume less electricity.
The Company s activities have just started and the Company will start implementing allthe latest technology required for carrying the business.
i. The efforts made towards technology absorption - NIL ii. The benefits derived likeproduct improvement cost reduction product development or import substitution - NIL iii.In case of imported technology (imported during the last three years reckoned from thebeginning of the financial year - NIL
The details of technology imported - NIL
The year of import - NIL
Whether the technology been fully absorbed - NIL
If not fully absorbed areas where absorption has not taken place and thereasons thereof - NIL iv. The expenditure incurred on Research and Development - NIL
Foreign Exchange Earnings and outgo:
There are no foreign exchange earnings or outgo.
INTERNAL FINANCIAL 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.
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 ||For and on behalf of the Board of Directors || |
|Date: August 12 2016 || || |
| ||Sd/- ||Sd/- |
| ||Abhishek Bansal ||Shriyam Bansal |
| ||Managing Director ||Director |
| ||DIN: 01445730 ||DIN: 03481102 |