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Abhijit Trading Company Ltd.

BSE: 539560 Sector: Financials
NSE: N.A. ISIN Code: INE994N01019
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Abhijit Trading Company Ltd. (ABHIJITTRADING) - Director Report

Company director report

To

The Members

Abhijit Trading Co Ltd.

The Directors have pleasure in presenting before you the 34th Annual Report on thebusiness and operations of the Company along with the Audited Financial Statement for thefinancial year ended 31st March 2016.

1. FINANCIAL HIGHLIGHTS:

Financial Result of the Company for the year under review along with the figures forprevious year are as follows: (in Rs.)

Particulars 31st March 2016 31st March 2015
Total Income 396985924 640561734
Profit before Tax 1585128 1420307
Less: Provision for Tax
Current Tax 485787 379928
MAT Credit Entitlement - (75697)
Earlier Year tax - (6894)
Deferred Tax (9343) (9053)
Net Profit after Tax 1108683 1113917
Add: Balance brought forward from last year 5980 (469929)
Surplus available for appropriation 1108684 1113917
Less:-Appropriations (1058810) (643988)
Earlier Year Adjustments - -
Dividend on Equity Shares Paid (879717) (529579)
Tax on Dividend (179093) (108429)
Surplus carried to balance sheet 55854 5980

2. OPERATIONAL PERFORMANCE:

During the financial year 2015-16 the Company has recorded revenue of Rs. 396985924/-.The Company has earned net profit of Rs. 1108683/-during the year as compared toprofit Rs. 1113917/-in the last year. The Directors are optimistic about futureperformance of the Company.

3. DIVIDEND:

The Directors are pleased to recommend payment of a Final Dividend for the financialyear 2015-16 at the rate of Rs. 0.60/-per equity share of Rs. 10/-(6%); the Dividend ifapproved by the Members at the Annual General Meeting will absorb a sum of Rs.1058810/-inclusive of taxes which is provided for in the accounts.

4. TRANSFER TO RESERVES:

The Company proposes to transfer an amount of Rs. 55854/-to the GeneralReserves.

5. SHARE CAPITAL:

The paid up Equity Share Capital as on 31st March 2016 was Rs. 14661950/-. Thecompany has neither issued shares with differential rights as to dividend voting orotherwise nor issued shares (including sweat equity shares) to the employees or directorsof the company under any scheme.

No Disclosure is required under section 67(3) (c) of the Act in respect of votingrights not exercised directly by the employees of the Company as the provisions of thesaid Section are not applicable.

6. DEPOSITS:

During the year the Company has not invited/accepted any deposits under Companies Act2013.

7. PARTUCULARS OF LOAN GUARNTEES AND INVESTMENTS

Details of Loans Guarantees and investments covered under the provisions of Section186 of the Act are given in the notes to the financial statements.

8. INTERNAL CONTROL SYSTEM

The Company has in place well defined and adequate internal controls commensurate withthe Size of the Company and same were operating throughout the year. The Company has inhouse Internal Audit Function.

9. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to the provision of section 177(9) & (10) of the Companies Act 2013. TheCompany has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the company's code of conduct or ethics policy. TheWhistle Blower Policy is available on the website of the Company i.ewww.abhijittrading.in.

10. SUBSIDARIES ASSOCIATED AND JOINT VENTURE COMPANIES:

There are no subsidiaries associated and joint venture companies of the Company.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(a) RE-APPOINTMENT OF DIRECTOR:

Mrs. Babita Jain Director of the Company is liable to retire by rotation at theensuing Annual General Meeting and being eligible offer herself for re-appointment. TheBoard of Directors recommends her re-appointment.

(b) INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years and are not liableto retire by rotation.

The Independent Directors have submitted their disclosure to the board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of the Companies Act 2013 as well as SEBI (LODR)Regulations 2015.

(c) BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulations'2015the Board has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Audit Nomination& Remuneration Stakeholders' Relationship Committee and Risk Management Committees.

(d) KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section 2(51) and Section 203 of the Act read with the Rules framed thereunder.

1. Mr. Virendra Jain Managing Director

2. Mr. Vipul Kumar Company Secretary

12.DIRECTORS' RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act 2013 the Boardconfirms and submits the Director's Responsibility Statement:

• in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed;

• The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit of the Company for the year under review;

• The Directors have taken proper & sufficient care of the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for prevention & detecting fraud &other irregularities;

• The Directors have prepared the accounts for the year ended 31st March 2016 ona going concern basis.

• The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

• The directors had devised proper system to ensure compliance with the provisionof all applicable laws and that such systems were adequate and operating effectively.

13. MEETINGS :

(a) BOARD MEETING

The Board of Directors duly meets 9 times during the financial year from 1st April2015 to 31st March 2016. The details of which are given in Corporate Governance Report.

There were Nine (9) Board Meetings held during the year ended March 31 2016.

18th May 2015 10th August 2015 14th August 2015 31st October 2015 10th December2015 19th December 2015 28th December 2015 1st February 2016 16th February 2016.

The periodicity between two Board Meetings was within the maximum time gap asprescribed in the SEBI (LODR) Regulations' 2015 / Companies Act 2013.

The composition of the Board of Directors their attendance at Board Meetings and lastAnnual General Meeting is as under:

Name of Director Designation Category Number of Board Meetings during the year Attendance of Last AGM
Held Attended
Mr. Virendra Jain Managing Director Executive & Promoter 9 9 Yes
Mrs. Babita Jain Director Non Executive & Promoter 9 8 Yes
Mr. Deepu Singh Director Non Executive & Independent 9 9 Yes
Mr. Anil Director Non Executive & Independent 9 9 Yes

(b) COMMITTEE MEETINGS:

(i) AUDIT COMMITTEE

The Audit Committee comprises three members of which two including Chairman of theCommittee are Independent Director. During the Year Four Audit Committee Meeting wereconvened and Held. The details of Committee are given in Corporate Governance Report.

Meetings of the Committee:

The Committee met 4 times on 18th May 2015 10th August 2015 and 31st October 20151st February 2016 during the financial year ended March 31 2016.

The Minutes of the Meetings of the Audit Committee are discussed and taken note by theboard of directors.

The Statutory Auditor Internal Auditor and Executive Directors/Chief Financial Officerare invited to the meeting as and when required.

Name of Members Category/Designation No. of Held Meetings Attended
Mr. Anil Chairman 4 4
Mr. Deepu Singh Member 4 4
Mrs. Babita Jain Member 4 4

(ii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises three members of which twoincluding Chairman of the Committee are Independent Director. During the Year FourNomination & Remuneration Committee Meeting were convened and held.

Meetings of the Committee:

The Committee met 2 times on 14th August 2015 and 1st February 2016 during thefinancial year ended March 31 2016.

The Minutes of the Meetings of the Nomination & Remuneration Committee arediscussed and taken note by the board of directors.

Category/Designation No. of Held Meetings Attended
Mr. Anil Chairman 2 2
Mr. Deepu Singh Member 2 2
Mrs. Babita Jain Member 2 2

(iii) STAKEHOLDERS' RELATIONSHIP COMMITTEE:

The Stakeholders' Relationship Committee comprises three members of which two includingChairman of the Committee are Independent Director. During the Year Four Stakeholders'Relationship Committee Meeting were convened and held.

Scope of the Committee:

The scope of the Shareholders/ investors Grievance Committee is to review and addressthe grievance of the shareholders in respect of share transfers transmission non-receiptof annual report non-receipt of dividend etc and other related activities. In additionthe Committee also looks into matters which can facilitate better investor's services andrelations.

Meetings of the Committee:

The Committee met 2 times on 18th April 2015 & 10th December 2015 during thefinancial year ended March 31 2016.

The Minutes of the Meetings of the Stakeholders' Relationship Committee are discussedand taken note by the board of directors.

Name of Members Designation No. of Meetings
Held Attended
Mr. Anil Chairman 2 2
Mrs. Babita Jain Member 2 2
Mr. Deepu Singh Member 2 2

Compliance Officer:

NAME OF THE COMPLIANCE OFFICER Mr. Vipul Kumar
CONTACT DETAILS 16/121-122Jain Bhawan Faiz Road W.E.A
Karol Bagh Delhi-110005.
E-MAIL ID abhijitrading@gmail.com

(iv) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises three members of which two including Chairmanof the Committee are Independent Director. During the Year Four Risk Management CommitteeMeeting were convened and held.

Scope of the Committee:

The Committee constituted to understand and assess various kinds of risks associatedwith the running of business and suggesting/implementing ways and means foreliminating/minimizing risks to the business of the Company and periodic review of themanagement control procedures/tools used to mitigate such risks.

Meetings of the Committee:

The Committee met 3 times on 10th August 2015 15th October 2015 and 16th February2016 during the financial year ended March 31 2016.

The Minutes of the Meetings of the Risk Management Committee are discussed and takennote by the board of directors.

Name of Members Designation No. of Meetings
Held Attended
Mr. Anil Chairman 3 3
Mrs. Babita Jain Member 3 3
Mr. Deepu Singh Member 3 3

(c) SHAREHOLDERS MEETING

There is only one Share Holder Meeting (Annual General Meeting) held on 16th September2015.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the financialyear 2015-16 are annexed herewith to the financial statements in Form No. AOC -2.

15. AUDITORS :

(a) STATUTORY AUDITORS:

To Appoint auditor M/s Sanjeev Gaurav & Associates as Statutory Auditors of thecompany for a period of 4 years commencing from the conclusion of this Annual GeneralMeeting till the conclusion of 38th Annual General Meeting subject to ratification atevery Annual General Meeting on such remuneration as may be fixed in this behalf by theBoard of Directors of the Company.

A Certificate from the Auditors has been received to the effect that their appointmentif made would be within the limits prescribed under section 141(3)(g) of the CompaniesAct 2013 and that they are not disqualified to be appointed as statutory auditors interms of the provisions of the proviso to section 139(1) section 141(2) and section141(3) of the companies Act 2013 and the provisions of Companies (Audit and Auditors)Rules 2014.

The Auditors have given an audit report on financial of 2015-16 and annexed herewithmarked as Annexure-I.

(b) SECRETARIAL AUDITORS:

The Company has appointed M/s Astik Tripathi & Associates Company Secretaries tohold the office of the Secretarial Auditors and to conduct the Secretarial Audit and theSecretarial Audit Report is annexed herewith marked as Annexure-II to this reportin Form No. MR-3.

There is a qualification in the report that company did not appoint Chief FinancialOfficer.

The Management Clarified that it is in the search of suitable candidate for the postof Chief Financial Officer.

(c) APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Mr. Anil Prakash as an Internal Auditor of the Company forthe financial year 2015-16. Mr. Anil Prakash placed the internal audit report to theCompany which is self explanatory and need no comments.

16. ENHANCING SHAREHOLDER VALUE:

Your Company firmly believes that its success in the market place and a good reputationis among the primary determination of value to the shareholders. For this purpose theManagement has listed its shares on BSE Limited having nationwide trading platform.

17. LISTING OF SHARES:

The shares of the Company i.e. 1466195 equity Shares of Rs. 10/-has got listed onBombay Stock Exchange Limited (BSE) with effect from 14th January 2016.

Further the share of the company is also listed on U.P stock exchange.

18. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 report on Corporate Governance is not applicable as the Company iswithin the prescribed limit that the paid up Share Capital of the Company is Rs.14661950/-(One Crore Fourty Six Lakh Sixty One Thousand Nine Hundred Fifty Only) andNet worth is Rs. 82167930/-(Eight Crore Twenty One Lakh Sixty Seven Thousand NineHundred Only).

19. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report is a part of Corporate Governance ReportHence applicability of this report is also not applicable to the Company.

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE

EARNINGS & OUTGO:

The Company does not fall under any of the industries covered by the Companies(Accounts) Rules 2014. Hence the requirements of disclosure in relation to theconservation of energy technology absorption foreign exchange earnings & outgo arenot applicable to it.

Particulars Current Year 2015-16 Previous Year 2014-2015
A. Conservation of Energy Nil Nil
B. Technology Absorption Nil Nil
C. Foreign Exchange Earnings & Outgo Nil Nil

21. EXTRACT OF THE ANNUAL RETURN:

The Extract of the Annual Return for the financial year 2015-16 is being attached withthe Directors report in Form No. MGT-9 marked as Annexure-III.

22. PARTICULARS OF EMPLOYEES:

None of the employee was drawing in excess of the limits by the Companies Act 2013 andrules made there under which needs to be disclosed in the directors report.

23. DEMATERILISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN No. INE994N01019 has been allotted for the Company. Therefore the matterand/or investors may keep their shareholding in the electronic mode with their DepositoryParticipates. 95.85% of the Company's Paid-up Share Capital is in dematerialized form ason 31st March 2016 and balance 4.15% is in physical form.

24. HEALTH SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.

25. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2015-16.

• No of complaints received : NIL
• No of complaints disposed off : N.A.

The policy is available on the website of the company i.e. www.abhijittrading.in.

26. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire riotearthquake terrorism loss of profits etc other risks which considered necessary by themanagement. The Company has been addressing the various risks impacting the Company andpolicy of the Company on risk management is continuously reviewed by Management of theCompany.

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers Customers Dealers and Vendors for theirvaluable support and assistance.

The Directors wish to place on record their appreciation of the commendable work donededication and sincerity by all the employees of the Company at all levels during the yearunder review.

The Company will make every effort to meet the aspirations of its shareholders and wishto sincerely thank them for their whole hearted co-operation and support at all times.

For and on behalf of the Board of Directors
Place: New Delhi Virendra Jain
Date: 19.05.2016 Chairman & Managing Director
DIN: 00530078

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