The Board of Directors hereby submits the report of the business and operations of yourCompany along with the audited financial statements for the financial year ended 31stMarch 2016.
1. FINANCIAL RESULTS:
| || ||(Amount in Rs.) |
|PARTICULARS ||2015-16 ||2014-15 |
|Total Income ||14701118 ||5039745 |
|Total expenses ||5650935 ||2425427 |
|Profit/ (Loss) Before Taxation ||9050183 ||2614318 |
|Less: Provision for Tax ||2796500 ||815000 |
|Net Profit After Tax ||6253683 ||1799318 |
2. STATE OF COMPANYS AFFAIRS:
During the year under review the Company has earned net revenue of Rs.147.01/- lacs ascompared to net revenue of Rs.50.39/- lacs in the previous year. Total expenses (includingdepreciation & amortization and finance costs) incurred during the year was atRs.90.50/- lacs as compared to Rs.26.14/- lacs in the previous year. The profit after taxwas at Rs.62.54/- lacs as compared to Rs.17.99/- lacs reported in the previous year.
3. BUSINESS OPERATIONS:
During the year under review the management of the Company has not carried out anyoperational activity. However the Company has generated revenue in the form of otherincome (i.e. interest on un-secured loans revenue from hire purchase of motor vehicle).The management is looking forward to carry on business operations in year coming ahead.
4. CHANGES IN THE NATURE OF BUSINESS IF ANY:
There have been no material changes in the nature of business during the period underreview.
5. STATE OF COMPANY AFFAIRS:
The Company is complying with all the applicable laws and provisions and there is noadverse action against the business operations of the Company.
After considering the financial results for the financial year 2015-16 your Directorsare of the opinion that it is prudent that no dividend be declared for the year underreview so that the profits earned in the financial year can be ploughed back and utilizedtowards various growth and other expansion plans.
The Company has not accepted / renewed any deposits within the meaning of Chapter V ofthe Companies Act 2013 during the year under review and as such no amount of principal orinterest was outstanding as on the Balance sheet date.
8. SHARE CAPITAL:
During the year under review there was no change in the capital structure of theCompany. There was no public issue rights issue bonus issue or preferential issue etc.during the year. The Company has not issued any shares with differential voting rightssweat equity shares nor has it granted any stock options.
Mr. Navin Rathod was appointed as an Executive Director on Board by shareholders at 32ndAnnual General Meeting held on 25th September 2015 for a period of 3consecutive years.
Further Mr. Santosh Mohite was appointed as an Independent Director on Board byshareholders at 32nd Annual General Meeting held on 25th September2015 for a period of 5 consecutive years.
The Board on the recommendations of the Nomination and Remuneration Committeeappointed Ms. Mansi Nagda as a Whole Time Company Secretary of the Company with effectfrom 20th June 2016.
In terms of Section(s) 149 152 and all other applicable provisions of the CompaniesAct 2013 for the purpose of determining the directors liable to retire by rotation theIndependent Directors are not included in the total number of Directors of the Company.Accordingly Mr. Navin Rathod (DIN: 01873679) shall retire by rotation at the ensuing 33rdAnnual General Meeting and being eligible has offered himself for re-appointment asDirectors of the Company liable to retire by rotation
The proposal regarding his re-appointment is placed for your approval.
Brief profile of the Director proposed to be re-appointed as required under SEBIListing Regulations 2015 is part of the notice convening the Annual General Meeting
Mr. Madhusudan Bagla and Mr. Lalit Kumar Bagla ceased to be Director of your Companyw.e.f December 28 2015. The Board places on record their appreciation for the servicesrendered by them during their tenure with the Company.
Ms. Nazia Sayyed resigned as Company Secretary and Compliance officer with effect from18th April 2016. The Board places on record its appreciation for the servicesrendered by her during her tenure of the Company.
10. REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
For the year ended 31st March 2016 the Company has not paid remunerationunder the provisions of Section 197 or any other applicable provisions of the CompaniesAct 2013 to the Board comprising Executive or Non-Executive Directors
11. REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178:
Information regarding Directors Remuneration Policy and criteria for determiningqualifications positive attributes independence of a Director and other matters providedunder section 178(3) are provided in the Corporate Governance Report.
Major criteria defined in the policy framed for appointment of and payment ofremuneration to the Directors of the Company is available on the website of the Company:www.aloratradingltd.com
12. BOARD INDEPENDENCE:
Our definition of Independence of Directors is derived from Regulation 27of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 with StockExchanges and Section 149(6) of the Companies Act 2013. Based on the confirmation /disclosures received from the Directors and on evaluation of the relationships disclosedthe following Non-Executive Directors are Independent in terms of Regulation 27 of SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 and Section 149(6) ofthe Companies Act 2013:-
Mr. Hiren Praful Padhiyar (w.e.f 30th September 2014) Mr. Santosh GangaramMohite (w.e.f 25th September 2015) Ms. Rohini Girish Sehgal (w.e.f 30th September2014)
13. DECLARATION BY AN INDEPENDENT DIRECTORS:
The Company has received necessary declarations from each Independent Director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of Independenceas laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
14. FAMILIARIZATION PROGRAMME:
Your Company has established a Familiarization Programme for Independent Directors.Every new Independent Director of the Company attends a Familiarization Programme. Thedetails of programme for familiarization of Independent Directors with the Company theirroles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters are put up on thewebsite of the Company www.aloratradingltd.com.
The following policies of the Company are attached herewith marked as Annexure IAand Annexure IB:
a)Policy for selection of Directors and determining Directors independence and
b) Nomination & Remuneration Policy for Directors Key Managerial Personnel andother employees.
15. BOARD DIVERSITY:
The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse Board will leverage difference in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage race and gender which will help us to retain our competitive advantage. The Boardhas adopted the Board Diversity Policy which sets out the approach to diversity of theBoard of Directors. The Board Diversity policy is available on the Companys websiteat www.aloratradingltd.com.
16. MEETINGS OF BOARD AND COMMITTEES:
Number of meetings of Board:
The Board met 7 (Seven) times during the financial year the details of which are givenin the Corporate Governance Report. The maximum interval between any two meetings did notexceed 120 days as prescribed by the Companies Act 2013.
Committees of the Board:
Currently the Company has following Committees:
i. Audit Committee
ii. Nomination and Remuneration Committee
iii. Stakeholders Relationship Committee.
A detailed note on the Composition of the Board and its committees is provided in theCorporate Governance Report of this Annual Report.
17. BOARD EVALUATION:
Annual performance evaluation of Board its committees (namely Audit CommitteeNomination and Remuneration Committee and Stakeholders Relationship Committee) and all theDirectors individually has been done in accordance with the Performance EvaluationFramework adopted by the Nomination and Remuneration Committee of the Company.
The Performance Evaluation Framework sets out the performance parameters as well as theprocess for performance evaluation to be followed. Performance evaluation forms werecirculated to all the Directors to record their evaluation of the Board its Committeesand Non-executive Directors of the Company.
The Board of Directors reviewed the performance of Independent Directors and Committeesof the Board. Nomination and Remuneration Committee also reviewed performance of theCompany and every Director.
18. DIRECTORS RESPONSIBILITY STATEMENT:
The Financial Statements are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the historical cost convention on accrual basis exceptfor certain financial instruments which are measured at fair values. GAAP comprisesmandatory accounting standards as prescribed under Section 133 of the Companies Act 2013
(the Act) read with Rule 7 of the Companies (Accounts) Rules 2014 theprovisions of the Act (to the extent notified) and guidelines issued by the Securities andExchange Board of India (SEBI). There are no material departures from prescribedaccounting standards in the adoption of these standards.
The Board of Directors hereby confirms:
(i) in the preparation of the annual financial statements for the year ended March 312016 the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;.
(ii) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;.
(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities.
(iv) the directors had prepared the annual accounts on a going concern basis. (v) thedirectors had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and(vi) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
19. STATUTORY AUDITOR:
At the Annual general Meeting held on 25th September 2015 M/s. ChaitikSalot & Associates Chartered Accountants Mumbai were appointed by the members for aperiod of 5 (Five) consecutive years from the conclusion of 32 Annual General Meetinguntil the conclusion of 37th Annual General Meeting of the Company. In terms ofthe first proviso to Section 139 of the Companies Act 2013 the appointment of theauditors shall be placed for ratification at every Annual General Meeting. Accordinglythe appointment of M/s. Chaitik Salot & Associates Chartered Accountants Mumbai asstatutory auditors of the Company is placed for ratification by the shareholders.
The Auditors Report for the year 2015-16 does not contain any qualificationreservation or adverse remark or disclaimer made by statutory auditor. The AuditorsReport is enclosed with the financial statements in this Annual Report.
20. INTERNAL AUDITORS:
As per Section 138 of the Companies Act 2013 the Company has appointed M/s. J.L.Gandhi & Co. Chartered accountants (FRN No.102991W) as an internal auditors for theyear 2016-17 to conduct the internal audit and to ensure adequacy of the Internalcontrols adherence to Companys policies and ensure statutory and other compliancethrough periodical checks and internal audit.
21. SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyhas appointed Mr. Amit R Dadheech & Associates Practicing Company Secretary toundertake the Secretarial Audit of the Company for the Financial Year 2015-16. TheSecretarial Audit Report (e-form MR-3) is annexed herewith as an Annexure II.
22. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12):
During the year under review there were no frauds reported by the auditors to theAudit Committee or the Board under section 143(12) of the Companies Act 2013.
23. EXTRACT OF THE ANNUAL RETURN:
An extract of the Annual Return for the year ended March 31 2016 as provided undersub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management &Administration) Rules 2014 forms part of this report as
24. AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE:
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the Auditors Certificate on Corporate Governance is set out in this AnnualReport. The Auditors Certificate for the year 2016 does not contain anyqualification reservation or adverse remark.
25. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:
Loans Guarantees and Investments covered under Section 186 of the Companies Act 2013forms part of the notes to the financial statements provided in this Annual Report.
26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
There were no Related Party Transactions (RPTs) entered into by the Company during thefinancial year which attracted the provisions of section 188 of the Companies Act 2013.There being no material related party transactions as defined under regulation23 of SEBI Listing Regulations 2015 there are no details to be disclosed in Form AOC-2in that regard.
The Policy on RPTs as approved by the Board is uploaded on the Companys websitewww.aloratradingltd.com.
27. PARTICULARS OF EMPLOYEES:
There were no employees during the whole or part of the year who were in receipt ofremuneration in excess of limits as covered under the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
28. TRANSFER TO RESERVES:
The credit balance of Profit and Loss account is transferred to reserves in Balancesheet.
29. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company during the year under review.
30. HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:
The Company has no Holding/Subsidiary/Associate Company during the period under review.
31. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:
In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Management Discussion and Analysis is set out in thisAnnual Report.
32. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with theSEBI (Prohibition of Insider Trading) Regulations 2015. The Insider Trading Policy of theCompany lays down guidelines and procedures to be followed and disclosures to be madewhile dealing with shares of the Company as well as consequences of violation. The policyhas been formulated to regulate monitor and ensure reporting of deals by employees and tomaintain the highest ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website www.aloratradingltd.com.
33. CORPORATE GOVERNANCE:
Pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 Corporate Governance annexed as a separate chapter titled CorporateGovernance has been included in this Annual Report along with the reports onGeneral Shareholder Information as a good corporate governance practice.
All Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for the year 2015-16. A declaration to this effect signed by the WholeTime Director of the Company forms part of this Annual Report.
The Whole Time Director have certified to the Board with regard to the financialstatements and other matters as required under regulation 17(8) of the SEBI ListingRegulations 2015.
34. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The particulars as prescribed under sub-section (m) of Section 134 of the CompaniesAct 2013 read with Rule 8 of Companies (Accounts) Rules 2014 is not applicable to theCompany hence reporting under this section is not required.
The Company has neither earned nor spent any foreign exchange during the year underreview.
35. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has proper and adequate system of internal control to ensure that all theassets are safeguarded and protected against loss from unauthorized use or disposition andthat transaction are authorized recorded and reported correctly. The Company haseffective system in place for achieving efficiency in operations optimum and effectiveutilization of resources monitoring thereof and compliance with applicable laws.
36. CORPORATE SOCIAL RESPONSIBILITY:
During the year under review the Company does not meet any of the criteria as set outin Section 135 of the Companies Act 2013 and Companies (Corporate Social ResponsibilityPolicy) Rules 2014. Hence the question of furnishing the details of Corporate SocialResponsibility does not arise.
37. RISK MANAGEMENT:
The Board of the Company has constituted risk management committee to frame implementand monitor the risk management plan for the Company. The committee will be alsoresponsible for reviewing the risk management plan and ensuring its effectiveness. As ofnow the audit committee has additional oversight in the area of financial risks andcontrols. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. The development andimplementation of risk management policy has been covered in the management discussion andanalysis which forms part of this report.
38. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Board of Directors is committed to maintain the highest standard of honestyopenness and accountability and recognize that employees have important role to play inachieving the goal.
The Company's Vigil Mechanism Policy encourages Directors and employees to bring to theCompany's attention instances of unethical behavior and actual or suspected incidents offraud or violation of the conduct that could adversely impact the Company's operationsbusiness performance and / or reputation. The Policy provides that the Companyinvestigates such incidents when reported in an impartial manner and takes appropriateaction to ensure that the requisite standards of professional and ethical conduct arealways upheld. It is the Company's Policy to ensure that no employee is victimized orharassed for bringing such incidents to the attention of the Company. The practice of theVigil Mechanism Policy is overseen by the Board of Directors and no employee has beendenied access to the Committee. The Vigil Mechanism Policy is available on the Company'swebsite www.aloratradingltd.com.
39. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS IF ANY:
During the year under review there were no significant material orders passed by theRegulators / Courts which would impact the going concern status of your Company and itsfuture operations.
40. MATERIAL EVENTS OCCURRING AFTER BALANCE SHEET DATE:
During the year under review there were no other material events and commitmentsaffecting financial position of the Company occurring after Balance sheet date.
41. 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. The auditedfinancial statements of the said companies will be kept for inspection by any members ofthe Company at its registered office during business hours.
Details as required under the provisions of section 197(12) of the Companies Act 2013read with rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are placed on the Companys website: www.aloratradingltd.com as anannexure to the Boards Report. A physical copy of the same will be made available toany shareholder on request.
Details as required under the provisions of section 197(12) of the Companies Act 2013read with rule 5(2) and 5(3) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 which forms part of the Boards Report will be made availableto any shareholder on request as per the provisions of section 136(1) of the said Act.
The Cash Flow Statement for the year 2015-16 is attached to the Balance Sheet.
42. LISTING WITH STOCK EXCHANGES:
With reference to the application filed by the Company with Bombay Stock Exchange forgetting the entire share capital of the Company listed at the BSE the Company hasobtained Listing and Trading Approval from Bombay Stock Exchange on 1st March2016 for providing the facility of trading to its shareholders. Thus at present yourCompany is listed at CSE and BSE.
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017where the securities of the Company are listed.
43. SECRETARIAL STANDARDS OF ICSI:
Pursuant to the approval given on 10th April 2015 by Central Government tothe Secretarial Standards specified by the Institute of Company Secretaries of India theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from 1st July 2015. The Company is in compliance withthe same.
44. SEXUAL HARRASMENT:
During the year under review there were no cases filed or reported pursuant to thesexual harassment of women at Workplace (Prevention Prohibition and Redressal) Act 2013.Thus the Committee prepared a Nil Complaints report.
Your Company and its Directors wish to sincerely thanks all the customers financialinstitutions creditors etc. for their continuing support and co-operation.
Your Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the Company and also sincerely thank the shareholders for theconfidence reposed by them in the Company and from the continued support and co-operationextended by them.
| || ||By Order of the Board of Directors |
| || ||For Alora Trading Co Ltd |
| ||Rohini Sehgal ||Navin Rathod |
| ||Director ||Whole Time Director |
| ||DIN: 06964612 ||DIN. 01873679 |
|Date: 3rd September 2016 || || |
|Place: Mumbai || || |