GLOBE COMMERCIALS LIMITED
Your Directors have great pleasure in presenting 32nd Annual Report alongwith the Audited Balance Sheet and Profit And Loss Account for the year ended March31 2015.
1. FINANCIAL RESULTS:
| || |
(Amount in Lac)
|PARTICULARS ||2014-15 ||2013-14 |
|Revenue from operations ||0 ||0 |
|Other Income ||50.39 ||13.21 |
|Less: Operational & Other expenses ||24.25 ||9.29 |
|Profit/(Loss) before Depreciation ||26.14 ||3.91 |
|Less: Depreciation ||0 ||0 |
|Less: Finance Cost ||0 ||0 |
|Less: Exceptional Items ||0 ||0 |
|Profit/ (Loss) Before Taxation ||26.14 ||3.91 |
|Less: Provision for Tax ||8.15 ||0.80 |
|Less: Prior Year's Income Tax ||0 ||0 |
|Net Profit After Tax ||17.99 ||3.21 |
2. STATE OF COMPANY'S AFFAIRS:
During the year under review the Company has earned net revenue of Rs. 50.39 lacs ascompared to net revenue of Rs. 13.21 lacs in the previous year. Total expenses (includingdepreciation & amortization and finance costs) incurred during the year was at Rs.26.14/- lacs as compared to Rs. 3.91 lacs in the previous year. The profit after tax wasat Rs. 17.99 lacs as compared to Rs. 3.21 reported in the previous year.
3. BUSINESS OPERATIONS:
M/s. Alora Trading Co Ltd was into following business for the year ended March 312015.
1. Business as Buyers sellers distributors importers exporters of goodscommodities objects etc.
2. Hire Purchase of motor vehicles and other automobiles and buying selling dealingin the allied activities
3. Buyers sellers distributors of agricultural produces woods articles industrialproducts and device forest raw materials etc.
4. Business of Buying selling developing granting constructing financing orotherwise hold jointly or alone residential as well as commercial flats buildingsbungalows plants machinery works convenience or any property in the form of immovableproperty.
5. Project financing or otherwise financing or mobilizing funds for various real estateor realty projects to various parties on interest who are engaged in various type ofrelated business models.
4. TRANSFER TO RESERVES:
The credit balance of Profit and Loss account is transferred to reserves in Balancesheet.
Your Directors decided to plough back the profit and therefore dividend is notdeclared.
6. HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:
The Company did not have any Holding/ Subsidiary/ Associate Company during the periodunder review.
7. EXTRACT OF THE ANNUAL RETURN:
An extract of the Annual Return for the year ended March 31 2015 as provided undersub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management &Administration) Rules 2014 is attached as Annexure A and forms part of thisreport.
8. SHARE CAPITAL:
During the year under review there was a change in the capital structure of theCompany. The Board has allotted 12202500 (One Crore Twenty Two Lacs Two Thousand FiveHundred) Equity shares of Rs. 10/- (Rupees Ten Only) at par. Further the Authorized ShareCapital of the Company has been increased from Rs. 2500000/- (Rupees Twenty Five LacsOnly) divided into 250000 (Two Lacs Fifty Thousand)Equity Shares of Rs. 10/- each(Rupees Ten Only) to Rs. 130000000/- (Rupees Thirteen Crores Only) divided into13000000 (One Crore Thirty Lacs) Equity Shares of Rs. 10/- each (Rupees Ten Only).
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 of the rules prescribed under Chapter IXrelating to Accounts of Companies under the Companies Act 2013 is appended as AnnexureB.
10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:
The particulars of loans guarantees and investments have been disclosed in thefinancial Statement.
11. MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE:
The Company has filed an application with Bombay Stock Exchange for getting the entireshare capital of the Company listed at the BSE for creating a trading platform for itsshareholders.
12. IMPACTING ON GOING CONCERN STATUS AND COMPANY'S OPERATIONS:
There has been no significant and material orders passed by any regulators or courts ortribunals impacting the going concern status and company's operations in future.
13. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of section 178 is appended as Annexure I to thisReport.
Mr. Navin Devji Rathod (DIN: 01873679) was appointed as an Additional Director on March9 2015. His appointment has to be confirmed by the shareholders at this Annual GeneralMeeting. Further Mr. Navin Devji Rathod has to be appointed as the Managing Director ofthe Company subject to the approval of shareholders at the ensuing Annual General Meeting.
Mr. Santosh Gangaram Mohite (DIN: 02953365) was appointed as an Additional Director onMarch 25 2015. His appointment has to be confirmed by the shareholders at this AnnualGeneral Meeting.
Mr. Khimji Jethalal Chauhan resigned from the Board on December 3 2014.
Mr. Karunakar Saw Mr. Sanjay Das and Mr. Sushil Chand have resigned on March 4 2015.The Board recorded its appreciation for the contribution made by Directors during theirtenure of Directorship.
15. DIRECTORS' RESPONSIBILITY STATEMENT:
Directors' responsibility statement as required under Section 134(3) (c) of theCompanies Act 2013
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 the provisionsof the Act (to the extent notified) and guidelines issued by the Securities and ExchangeBoard of India (SEBI). There are no material departures from prescribed accountingstandards in the adoption of these standards.
The Directors confirm that:
a. In preparation of the annual accounts for the financial year ended March 31 2015the applicable accounting standards have been followed;
b. The directors have 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 profit and loss of the Company for the year ended on that date;
c. The directors have taken proper and sufficient care towards 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;
d. The directors have prepared the annual accounts on a going concern basis;
e. The directors have laid down internal financial controls which are adequate and areoperating effectively;
f. The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
16. BOARD INDEPENDENCE:
Our definition of Independence' of Directors is derived from Clause 49 of theListing Agreement with Stock Exchanges and Section 149(6) of the Companies Act 2013.Based on the confirmation / disclosures received from the Directors and on evaluation ofthe relationships disclosed the following Non-Executive Directors are Independent interms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act2013:-
Mr. Hiren Praful Padhiyar (w.e.f August 27 2014)
Mr. Santosh Gangaram Mohite (w.e.f March 25 2015)
Ms. Ms. Rohini Girish Sehgal (w.e.f September 30 2014)
17. RISK MANAGEMENT:
The Board of the Company is in the process of forming a risk management committee toframe implement and monitor the risk management plan for the Company. The committee willbe also responsible for reviewing the risk management plan and ensuring its effectiveness.As of now 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.
18. SHIFTING OF REGISTERED OFFICE OF THE COMPANY FROM ONE STATE TO ANOTHER:
During the year under review the Company by way of postal ballot has taken the approvalof the shareholders of the Company for shifting the registered office of the Company fromthe state of the West Bengal to the state of Maharashtra under the jurisdiction ofRegistrar of Companies Mumbai.
The Company has made and application to the Regional Directors Eastern Region and thesame is under process. The management will update the status of the same to the public atlarge once the approval is received.
19. NO. OF MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide on Company / business policyand strategy apart from other Board business. The Board / Committee Meetings arepre-scheduled and a tentative annual calendar of the Board and Committee Meetings iscirculated to the Directors in advance to facilitate them to plan their schedule and toensure meaningful participation in the meetings. However in case of a special and urgentbusiness need the Board's approval is taken by passing resolutions through circulationas permitted by law which are confirmed in the subsequent Board meeting.
The Board met 13 (Thirteen) times during the financial year the details of which aregiven in the Corporate governance report that forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013. The maximum interval between any two meetings did not exceed 120 days asprescribed under the Companies Act 2013.
20. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013 and Clause 49 of the ListingAgreement.
21. BOARD EVALUATION:
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 states that a formal annual evaluationneeds to be made by the Board of its own performance and that of its committees andindividual directors. Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated. The evaluation of all the directors and the Boardas a whole was conducted based on the criteria and framework adopted by the Board. Theevaluation process has been explained in the Corporate governance report section inthis Annual Report. The Board approved the evaluation results as collated by thenomination and remuneration committee.
None of the independent directors are due for re-appointment.
22. RETIREMENTS AND RESIGNATIONS:
Mr. Khimji Jethalal Chauhan have resigned from the directorship on December 3 2014.Also Mr. Karunakar Saw Mr. Sanjay Das and Mr. Sushil Chand have resigned from thedirectorship of the Company on March 4 2015 .The Board places on record theirappreciation for the services rendered by them during their tenure with the Company.
23. COMMITTEES OF THE BOARD:
During the year in accordance with the Companies Act 2013 the Board re-constitutedsome of its Committees. There are currently three Committees of the Board as follows:
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Remuneration Commitee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.
M/s. Shripad Kulkarni & Company Chartered Accountants Mumbai (FirmReg. No 12577W) has expressed their unwillingness to continue as the Statutory Auditors ofthe Company. The Board proposed to appoint M/s. Chaitik Salot & AssociatesChartered Accountants Mumbai (Firm Reg. No 139912W). The Company has received letterfrom them to the effect that their appointment if made would be within the prescribedlimits under Section 141(3) (g) of the Companies Act 2013 and that they are notdisqualified from appointment.
The resolution for their appointment is put forward for your approval in the ensuingAnnual General Meeting.
25. COMMENTS ON AUDITOR'S REPORT:
There are no qualifications reservations or adverse remarks or disclaimers made by M/sShripad Kulkarni & Company Chartered Accountants in their Audit Report. TheStatutory Auditors have not reported any incident of fraud to the Audit Committee of theCompany in the year under review. All observations of Auditors are self explanatory andtherefore do not call for any further comments by Directors in this report.
26. SECRETARIAL AUDITOR & SECRETARIAL AUDITORS' REPORT:
Mr. Amit R Dadheech & Associates Practicing Company Secretary was appointed toconduct the secretarial audit of the Company for the financial year 2014-15 as requiredunder Section 204 of the Companies Act 2013 and
Rules there under. The secretarial audit report for financial year 2014-15 forms partof the Annual Report as ANNEXURE C to the Board's report.
27. INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.
28. 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 a internal auditors forthe year to 2015-2016 to conduct the internal audit and to ensure adequacy of the Internalcontrols adherence to Company's policies and ensure statutory and other compliancethrough periodical checks and internal audit.
The Company has not accepted / renewed any deposits within the meaning of Chapter V ofThe Companies Act 2013 during the year under review.
30. CORPORATE GOVERNANCE:
The Company is committed to maintaining the highest standards of Corporate Governanceand adhering to the Corporate Governance requirements as set out by Securities andExchange Board of India. The Report on Corporate Governance as stipulated under Clause 49of the Listing Agreement forms part of the Annual Report. The Certificate from thestatutory Auditors of the Company confirming compliance with the conditions of CorporateGovernance as stipulated under Clause 49 is also published elsewhere in this AnnualReport.
31. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's Discussion and Analysis Report for the year under review asstipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India isannexed to this report.
32. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Board of Directors of Alora Trading Co Ltd is committed to maintain thehighest standard of honesty openness and accountability and recognize that employees haveimportant role to play in achieving 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
33. 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.
34. PARTICULARS OF EMPLOYEES:
In accordance with the provisions of Section 197(12) of the Companies Act 2013 andRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014the names and other particulars of employees are set out in the annexure to the Directors'Report. In terms of the provisions of Section 136(1) of the Companies Act 2013 theDirectors' Report is being sent to the shareholders without this annexure. Shareholdersinterested in obtaining a copy of the annexure may write to Ms. Nazia Khalil SayyedCompliance Officer at the Company's registered office.
Your directors express their appreciation for the sincere co-operation and assistanceof Central and State Government authorities bankers suppliers customers and businessassociates. Your directors also wish to place on record their deep sense of appreciationfor the committed services by your company's employees. Your directors acknowledge withgratitude the encouragement and support extended by our valued shareholders.
| ||By Order of the Board of Directors |
| ||ALORA TRADING CO LTD |
| ||Sd/- |
| ||NAVIN DEVJI RATHOD |
| ||Director |
| ||DIN: 01873679 |
|Place: Kolkata || |
|Date: August 14 2015 || |