BRONZE TRADING LIMITED
Your Directors have pleasure in presenting their Thirty Second Annual Report of theCompany together with the Audited Financial Statement for the financial year ended on 31stMarch 2016 for your perusal consideration and adoption.
State of Affairs of the Company:
|Particulars ||Current Year ||Previous Year |
| ||2015-16 ||2014-15 |
|Sales ||9890411 ||1856000 |
|other Income ||2073428 ||1513964 |
|Less: Expenditure ||11512643 ||3266737 |
|Profit Before Exceptional Extraordinary Items & Taxation ||451196 ||103227 |
|Exceptional Items ||NIL ||NIL |
|Extra Ordinary Items ||NIL ||NIL |
|Profit/(Loss) before Taxation ||451196 ||103227 |
|Less : Current Tax ||133156 ||NIL |
|Less : Deferred Tax Charge/ (Credit) ||NIL ||NIL |
|Profit/(Loss) after Tax ||318040 ||103227 |
During the year under review state of affairs of the company as compared to theprevious year your company earned a total income of Rs.11963839 /-(Previous Year Rs. 3369964/-) and a net profit after tax of Rs.318040 /-as compared to net profit after tax of Rs.103227/- of previous year.
Your directors do not recommend any dividend for the current year.
Mr. Rajendra D. Pathak retires by rotation and being eligible has offered himself forre-appointment.
Mr. SHRENIKBHAI JITENDRABHAI GOHIL Director of the company are being proposed to beappointed as independent directors for five consecutive years for a term upto 15th July2020. as per provisions of Section 149 and other applicable provisions of the companiesact 2013.
During the period the Board of Directors had appointed Ms. Shivangi Bipinchandra Gajjaras an Additional Women Director (Independent) of the Company w.e.f. 22nd July2015. The Company has received a notice from a member proposing appointment of Ms.Shivangi Bipinchandra Gajjar as an Independent Director. The Board recommends passing ofthe resolution appointing Shivangi Bipinchandra Gajjar as an Independent Director of theCompany for a period up to July 21 2020 not liable to retire by rotation
Mr. Devangkumar Arvindkumar Jani is Director of the company resigned from his post asDirector w.e.f 16/04/2016. Board appreciates the valuable contribution and guidanceprovided by him.
Mr. Rajendra Thakkar Director of the company are being proposed to be appointed asindependent director of the Company as on 04.06.2016 as per provisions of Section 149 andother applicable provisions of the companies act 2013 but due to pre-occupancy Mr.Rajendra Thakkar resigned from his post as Director w.e.f 16/07/2016.
During the year the non executive director has no pecuniary relation or transactionwith the company.
CHANGE IN KEY MANAGERIAL PERSONNEL
Ms. Ankita Gupta ceased from the post of Company Secretary cum Compliance Officer ofthe company w.e.f. 04.06.2016 and Mr. Rajendra Pathak Appointed as Compliance officer ofthe Company.
Particulars of the employees:
In terms of provisions of Section 197 read with Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 none of the employeesare receiving remuneration above threshold limits stipulated under the said rule.
The information required pursuant to Section 197 read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is Nil.
M/s. Vishvesh A. Shah & Co. Chartered Accountants shows his unwillingnessto appoint as statutory auditors of the Company for financial year 2016-17. Further
M/s. Nirav S Shah & Co. Chartered Accountant Ahmedabad (FRN: 133345W) showingtheir willingness to appoint as Statutory Auditors of the Company for financial year2016-17. Moreover M/s. Nirav S Shah & Co. Chartered Accountant Ahmedabad (FRN:133345W) giving consent letter and eligible certificate under Section 139 ofthe Companies Act 2013. Board recommend to accept the appointment of M/s. Nirav S Shah& Co. Chartered Accountant as auditor of the company.
The observations of the Auditors in their Report and Notes Attached to the Accounts tothe Accounts are Self-Explanatory and do not require any Further Clarifications.
Conservation of Energy Research and Development Technology Absorption ForeignExchange Earnings and Outgo:
Particulars with respect to Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act2013 read with the Rule 8 (3) of the Companies (Accounts) Rules 2014 are given in the "Annexure-I"attached hereto and forms part of this Report.
Extract of Annual General Meeting:
As provided under Section 92(3) of the Act the extract of annual return is given in"Annexure II" in the prescribed Form MGT-9 which forms part of thisreport.
Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of M/s. A. Santoki & Associates Company Secretary inPractice Ahmedabad to conduct the Secretarial Audit of the Company for the financial yearended March 31 2016. The Secretarial Audit Report (in Form MR-3) is attached as"Annexure-III" to this Report.
Board Meetings held during the year:
During the year 7 meetings of the Board of Directors were held. The details of themeetings are furnished in the Corporate Governance Report which is part of this Report.
30.05.2015 22.07.2015 29.07.201514.08.2015 10.09.2015 06.11.2015 08.01.2016.
Directors Responsibility Statement:
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013:
In the preparation of the annual financial statements for the year ended March31 2016 the applicable Accounting Standards had been followed along with properexplanation relating to material departures.
For the financial year ended March 31 2016 such accounting policies asmentioned in the Notes to the financial statements have been applied consistently andjudgments and estimates that are reasonable and prudent have been made so as to give atrue and fair view of the state of affairs of the Company and of the Profit and Loss ofthe Company for the year ended March 31 2016.
That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
The annual financial statements have been prepared on a going concern basis.
Those proper internal financial controls were followed by the Company and thatsuch internal financial controls are adequate and were operating effectively.
Those proper systems to ensure compliance with the provisions of all applicablelaws were in place and that such systems were adequate and operating effectively.
Code of Conduct:
The Board has laid down a Code of Conduct for all Board Members and Senior Managementof the Company. Board Members and Senior Management Personnel have affirmed Compliancewith the Code for the period 2015-16.
The Company has adopted code of practices and procedures for fair disclosures ofunpublished price sensitive in information and code of conduct as required underRegulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading)Regulations 2015.
The shares of the Company are listed on Bombay Stock Exchange Limited (BSE).
As per Regulation15(2) of the SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 the compliance with the corporate governance provision as specified inregulations 1718192021222324252627 and clauses(b) to (i) of sub-regulation (2)regulation 46 and para CD and E of Schedule V is not applicable to our company as thepaid up capital of our company is less than rupees ten crore and net worth of our companyis less than rupees twenty five crore as on the last day of the previous financial year.
Management Discussion & Analysis:
A separate section Management Discussion and Analysis of the financial position of thecompany forms part of the Annual Report.
Particulars of loans guarantees or investments under Section 186 of the Companies Act2013:
During the year ended 31st March 2016 company has not given any LoansGuarantees and/or made any Investments covered under the provisions of Section 186 of theCompanies Act 2013.
Related Party Transactions:
During the year ended 31st March 2016 company has not entered into anyContracts and/or arrangements with related parties covered under section 188 of theCompanies Act 2013.
Material Changes and Commitments:
1) Companies shares are admitted for trading in Bombay stock exchange.
2) During the year the Company secretary Ms. Ankita Gupta resigned from the post ofCompany Secretary cum Compliance officer w.e.f. 04.06.2016
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
Risk Management Policy:
The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the 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. The development and implementation of risk management policy has beencovered in the management discussion and analysis which forms part of this report.
Policy on Prevention of Sexual Harassment:
The Company has formulated and implemented a policy for Prevention of Sexual Harassmentof Women at workplace. During the year under review the Company has not received anycomplaints under the policy.
Corporate Social Responsibility:
Company was not required to formulate policy on Corporate Social Responsibility as yourcompany is not falling with the provisions of Section 135 of Companies Act 2013.
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 SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration Risk Management and StakeholderCommittees.
Vigil Mechanism/ Whistle Blower Policy:
Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 the Board of Directors had approved the Policy on VigilMechanism/ Whistle Blower and the same was hosted on the website of the Company. ThisPolicy inter-alia provides a direct access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/ employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year.
Details of Subsidiary/Joint Ventures/Associates:
Company has not any subsidiary company/Joint Ventures/Associates.
During the year under review your Company did not accept any deposits within themeaning of provisions of Section 73 of the Companies Act 2013.
Significant and Material Orders Passed by the Regulators or Courts or Tribunalsimpacting the Going Concern status of the Company:
There are no Significant and Material Orders Passed by the Regulators or Courts orTribunals impacting the Going Concern status of the Company:
Disclosures with respect to demat suspense account/ unclaimed suspense account:
There are no any shares were lying in Demat suspense account / Unclaimed Suspenseaccount during the year under review.
The directors thank the Companys employees customers vendors investors andacademic institutions for their continuous support. The directors also thank thegovernment of various countries government of India the governments of various states inIndia and concerned government departments / agencies for their co-operation.
The directors appreciate and value the contributions made by every member of the BronzeTrading Limited.
|DATE : 30.05.2016 ||FOR AND ON BEHALF OF THE BOARD |
|PLACE:Chandigarh ||Sd/- |
| ||RAJENDRA PATHAK |
| ||(CHAIRMAN) |