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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 33rd Annual Reporton the business and operations of the Company alongwith the Audited Financial Statementfor the financial year ended 31st March 2015.

FINANCIAL HIGHLIGHTS:

Financial Result of the Company for the year under review alongwith the figures forprevious year are as follows:

(in Rs)
Particulars 31st March 2015 31st March 2014
Profit/(Loss) before depreciation 1433942 70757
Less: Depriciation 13635 -
Profit/(Loss) before tax 1420307 70757
Less: Provision for Taxation
Current Tax 379928 13490
Previous Year Tax (6894) -
MAT Credit Entitlement (75697) (13490)
Deferred Tax 9053 -
Profit/(Loss) after tax 1113917 70757
Add: Balance brought forward from last year (469929) (537486)
Surplus available for appropriation 643988 (466729)
Less: Appropriations
Earlier year adjustment - (3200)
Dividend on Equity Shares paid (529579) -
Tax on Dividend paid (108429) -
Surplus carried to Balance Sheet 5980 (469929)

OPERATIONAL PERFORMANCE:

During the financial year 2014-15 the Company has recorded revenue of Rs.640561734/-. The Company has earned net profit of Rs. 1113917/- during the year ascompared to profit Rs. 70757/- in the last year. The Directors are optimistic aboutfuture performance of the Company.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary company.

INCREASE IN AUTHORISED SHARE CAPITAL:

In order to expand business activities the Company increased its Authorized Sharecapital from Rs. 10000000/- to 15000000/- vide Resolution passed at the AnnualGeneral Meeting of the Company held on 25th August 2014.

RIGHT ISSUES:

During the year review the Company allotted the 467195 Equity Shares of Rs 10 eachper share in the ratio of 2:1 aggregating to Rs 4671950/- on a Right basis to theShareholders of the Company.

DIVIDEND:

The Directors are pleased to recommend payment of a Final Dividend for the financialyear 2014-15 at the rate of Rs. 0.50 per equity share of Rs. 10 (5%); the Dividend ifapproved by the Members at the Annual General Meeting will absorb a sum of Rs. 638008/-inclusive of taxes which is provided for in the accounts.

NO. OF BOARD MEETINGS HELD:

The Board of Directors duly meets 18 times during the financial year from 1stApril 2014 to 31st March 2015. The dates on which meetings were held are asfollows:

18th April 2014 2nd June 2014 28th July 2014 31stJuly 2014 13th August 2014 29th September 2014 31stOctober 2014 1st December 2014 13th December 2014 15th December2014 24th December 2014 9th January 2015 20thJanuary 2015 4th February 2015 11th February 2015 20thFebruary 2015 2nd March 2015 and 11th March 2015.

BOARD OF DIRECTORS:

APPOINTMENT OF MANAGING DIRECTOR:

Mr. Virendra Jain Director of the Company being appointed as Managing Director of theCompany subject to approval of members as proposed in the notice for the Annual GeneralMeeting.

APPOINTMENT OF INDEPENDENT DIRECTOR:

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Anil was appointed as an Additional Director by the Boardon 15th December 2014 and subsequently your Directors recommend theappointment of Mr. Anil as Independent Director as proposed in the notice for the AnnualGeneral Meeting.

Your Directors state that Mr. Anil who is proposed to be appointed as IndependentDirector possess appropriate skills expertise and knowledge and is qualified forappointment as Independent Director.

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 her self for re-appointment. TheBoard of Directors recommends her re-appointment.

CESSATION:

During the year Mr. Ajay Garg and Mr. Ramesh Kr. Murolia expressed their inability tocontinue as a Director due to other commitments and submitted their resignation. The Boardof Directors has accepted the same and placed on record its appreciation for the servicesrendered by Mr. Ajay Garg and Mr. Ramesh Kr. Murolia during their tenure as Director ofthe Company.

DECLARATION BY INDEPENDENT DIRECTORS:

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 Section 149(6) of the Companies Act 2013 as well asClause 49 of the Listing Agreement and annexed herewith to this report marked asAnnexure-I.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration Stakeholders' Relationship Committee and RiskManagement Committees. The manner in which the evaluation has been carried out has beenexplained in the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL:

The following employees were designated as whole-time key managerial personnel by theBoard of Directors during the year under review:

(i) Mr. Virendra Jain Managing Director

(ii) Mr. Vipul Kumar Company Secretary

COMPANY SECRETARY:

Mr. Vipul Kumar an Associate member of the ICSI Delhi has been appointed by the Boardof Directors of the Company as Company Secretary of the Company with effect from 2ndMarch 2015.

CHANGE IN REGISTERED OFFICE:

During the year under review the Company has filed E-Form INC-22 under section 12 ofthe Companies Act 2013 to the Registrar of Companies NCT of Delhi and Haryana forshifting of Registered Office of our Company within the local limits of city withoutchange in the Jurisdiction of the Registrar of Companies NCT of Delhi and Haryana from22 Rajindra Park Delhi - 110060 to 16/121-122 Jain Bhawan Faiz Road W.E.A Karol BaghDelhi-1l0o05 w.e.f. 11th March 2015.

DEPOSITS:

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

AUDITORS OBSERVATIONS:

The observations made by Auditors with reference to notes to account are selfexplanatory and need no comments.

AUDITORS:

STATUTORY AUDITORS:

To Appoint auditor M/s Sanjeev Gaurav & Associates as Statutory Auditors of thecompany for a period of 5 years commencing from the conclusion of this Annual GeneralMeeting until the conclusion of 38th Annual General Meeting subject toratification at every Annual General Meeting on such remuneration as may be fixed in thisbehalf by the Board of Directors of the

Company. A Certificate from the Auditors has been received to the effect that theirappointment if made would be within the limits prescribed under section 141(3)(g) of theCompanies Act 2013 and that they are not disqualified to be appointed as statutoryauditors in terms of the provisions of the proviso to section 139(1) section 141(2) andsection 141(3) of the companies Act 2013 and the provisions of Companies (Audit andAuditors) Rules 2014.

During the year M/s RDAK & Associates (FRN- 019502N) Chartered Accountant of theCompany has shown its desire to discontinue its services as statutory auditors of theCompany due to its pre-occupation.

AUDITORS’ REPORT:

The Auditors' Report is annexed herewith marked as Annexure-II and forms part of theAnnual Report.

SECRETARIAL AUDIT AND THE APPOINTMENT OF THE SECRETARIAL AUDITORS:

The Company has appointed M/s Deepak Singh & 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-III to this report in FormNo. MR-3. There is a qualification in the report that Company did not appoint ChiefFinancial Officer. The Management Clarified that it is in the search of suitablecandidate for the post of Chief Financial Officer.

APPOINTMENT OF INTERNAL AUDITOR:

The Company has appointed Mr. Naveen Kumar as an Internal Auditor of the Company forthe financial year 2014-15. Mr. Naveen Kumar placed the internal audit report to theCompany which is self explanatory and need no comments.

EXTRACT OF THE ANNUAL RETURN:

The Abstract of the Annual Return for the financial year 2014-15 is being attached withthe Directors report in Form No. MGT-9 marked as Annexure-IV.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Details of Loans Guarantees and Investment covered under the provisions of section 186of the Companies Act 2013 are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements with related parties for the financialyear 2014-15 are annexed herewith to the financial statements in Form No. AOC -2.

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. 75.05% of the Company's Paid-up Share Capital is in dematerialized form ason 31st March 2015 and balance 24.94% is in physical form.

LISTING OF SHARES:

The shares of the Company are listed on U.P. Stock Exchange Limited (UPSE). Applicationfor listing of 1466195 Equity Shares has proposed on BSE Limited as per BSE DirectListing Norms in order to create Value for all the stakeholders.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act 2013 the Boardconfirm and submit 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 31stMarch 2015 on a 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.

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

In pursuant to the provision of section 177(9) & (10) of the Companies Act 2013The Company 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.

CORPORATE GOVERNANCE:

As per Clause 49 of the Listing Agreement with Stock Exchanges a report on CorporateGovernance together with the Auditors' Certificate regarding the compliance of conditionsof Corporate Governance forms part of the Annual Report.

MANAGEMENT DISCUSSION ANALYSIS REPORT:

The 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 presentedin a separate section which forms part of the Annual Report.

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.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT2013:

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 2014-15.

• No of complaints received : 0
• No of complaints disposed off : N.A.

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 provided elsewhere in this Annual Report inManagement Discussion and Analysis.

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.

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 2014-15 Previous Year 2013-2014
A. Conservation of Energy Nil Nil
B. Technology Absorption Nil Nil
C. Foreign Exchange Earnings & Outgo Nil Nil

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: 14.08.2015 Chairman & Managing Director
DIN:00530078