Your Directors have pleasure in presenting their 35th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2016.
1. FINANCIAL RESULTS
The Boards Report shall be prepared based on the standalone financial statementsof the company. The Companys financial performance is given hereunder.
|Particulars ||Financial Year ended 31.03.2016 ||Financial Year ended 31.03.2015 |
|Sales & other income ||9265056 ||7632518 |
|Profit before tax ||224177 ||99525 |
|Less Provision of Tax ||69271 ||31679 |
|Profit after tax ||154907 ||67846 |
|Appropriations: || || |
|Equity Dividend || || |
|(i) Interim ||- ||- |
|(ii) Final ||- ||- |
|Corporate Tax on Dividend || || |
|(i) Interim ||- ||- |
|(ii) Final ||- ||- |
|Transfer from Debenture Redemption Reserve ||- ||- |
|Balance of profit brought forward from previous year ||(20087082) ||(20154928) |
|Balance carried to Balance Sheet ||(19932175.93) ||(20087082) |
During the year under review the company has earned net profit of Rs. 154907/- incomparison to profit of Rs. 67846/- in the previous year.
The Board has not recommended any dividend for the Financial Year 2015-2016.
No amount is proposed to be transferred to general reserve for the financial year2015-2016.
4. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR/STATE OFCOMPANYS AFFAIR
The Company is engaged in the business of trading of all types of goods. During theyear under review the company has earned net profit of Rs. 154907/-. The performance ofthe company is expected to be better in the coming years.
The Company is pursuing the Business of Trading in garments.
The Company has not initiated any new project during the financial year under review.
5. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business of the company during the financial yearunder review
6. MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial position of theCompany which occurred between the end of the financial year of the company and date ofthis Report.
7. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCETO THE FINANCIAL STATEMENTS
The Company has a proper and adequate system of internal controls. This ensures thatall transactions are authorised recorded and reported correctly and assets aresafeguarded and protected against loss from unauthorized use or disposition. In additionthere are operational controls and fraud risk controls covering the entire spectrum ofinternal financial controls.
8. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
The Company has no Subsidiary/ Joint Ventures/Associate Companies.
9. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATESAND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT.
The Company has no Subsidiary/ Joint Ventures/Associate Companies
The Company has not accepted any deposits during the financial year under review.
11. AUDITORS AND THEIR REPORT
Your Directors request that the appointment of M/s VBR & Associates theCompanys Auditors needs to be ratified at this annual general meeting and beingeligible offers themselves for ratification. The Company has received a certificate fromthe auditors to the effect that their ratification if made would be in accordance withthe provision of section 141 of the Companies Act 2013.
Comments of the Auditors in their report and the notes forming part of the Accounts areself explanatory and need no comments.
12. COST AUDITORS AND THEIR REPORT
Cost Audit is not Applicable to the company.
13. APPOINTMENT OF SECRETARIAL AUDITORS AND THEIR REPORT
The Company had appointed M/s Jain Akshi & Associates Practicing CompanySecretaries to hold the office of the Secretarial Auditors and to conduct the SecretarialAudit for the Financial Year 2015-16 and the Secretarial
Audit Report is being attached with the Directors Report as Annexure-I which isself explanatory and needs no comments.
14. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
Managements Discussion and Analysis Report for the year under review asstipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations 2015 with the Stock Exchanges inIndia is presented as Annexure-II in this report.
15. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. The reporton Corporate Governance as prescribed under the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 attached as Annexure-III. The requisite certificate fromM/s. Himanshu Sharma & Associates Practicing Company Secretaries confirmingcompliance with the conditions of corporate governance is attached on CorporateGovernance is attached as Annexure- IV
16. SHARE CAPITAL
A) Issue of equity shares with differential rights
The Company has not issued equity shares with differential rights.
B) Issue of sweat equity shares
The Company has not issued sweat equity shares.
C) Issue of employee stock options
The Company has not issued employee stock options.
D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees
Since shares of the Company has not purchased by the employees or trustees for theirbenefits therefore there is no requirement for the provision of money to be made by theCompany for the same purpose.
17. EXTRACT OF THE ANNUAL RETURN
The extract of the annual return in Form No. MGT 9 (Attached as Annexure V) shall formpart of the Boards report.
A) Changes in Directors and Key Managerial Personnel
There was no changes made in Key Managerial Personnel during the FY 2015-2016. Howevercompany has appointed Mr. Gagan Goel & Ms. Nidhi Maheshwari as Independent directorsof the company with the approval of shareholders of the company in the AGM Held on30.11.2015.
The Board of Directors in their meeting held on 30.05.2016 has appointed Mr. RakeshKumar Singal as Additional Director of the company.
B) Declaration by an Independent Director(s) and re- appointment if any
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 of the Companies Act 2013. The Boardconfirms that the said independent directors meet the criteria as laid down under theCompanies Act 2013.
The Board proposes the terms of 5 years for the independent directors and they shallnot be liable to retire by rotation.
C) Formal Annual Evaluation
The evaluation framework for assessing the performance of Directors comprises of thefollowing key areas:
Attendance of Board Meetings and Board Committee Meetings
Quality of contribution to Board deliberations
Strategic perspectives or inputs regarding future growth of Company and itsperformance
Providing perspectives and feedback going beyond information provided by themanagement
Commitment to shareholder and other stakeholder interests
The evaluation involves Self-Evaluation by the Board Member and subsequently assessmentby the Board of Directors. A member of the Board will not participate in the discussion ofhis / her evaluation.
19. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial year 2015-2016 the Board of Directors has met Five (5) times: -29.05.2015 14.08.2015 02.11.2015 12.11.2015 and 06.02.2016.
One meeting of Independent Director on 28.03.2016
20. MANAGERIAL REMUNERATION:
None of the employee of the company falls under the provisions of rule pursuant to 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Since no director of the company was in receipt of any remuneration or commissiontherefore the company is not required to make disclosure under the applicable provisionsof the Companies Act 2013
21. DISCLOSURE REGARDING VARIOUS COMMITTEES
The Company has the following Committees of the Board:
1. Audit Committee
At present the committee comprises of three Independent Directors viz Shri Gagan GoelShri Bhim Sain Goyal and Smt Nidhi Maheshwari.
All the members of the committee are financially literate.
Shri Gagan Goel was appointed as Chairman of the Audit Committee.
The term of reference of the committee have been revised in conformity with theprovisions of section 177 of the Companies Act 2013 and the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.
2. Nomination and Remuneration Committee
Performance Evaluation Criteria for Independent Directors and Remuneration Policy forDirectors Key Managerial Personnel and other employees
The Companys Remuneration Policy for Directors Key Managerial Personnel andother employees is annexed as Annexure VI to the Directors Report. Further theCompany has devised a Policy for performance evaluation of Directors. The Board of thecompany has decided that the committee will also be known with the name Nomination andRemuneration Committee as required under Companies Act 2013. The Committee recommendsremunerations promotions increments and considers the appointment of Executive Directorsas and when required. At present the Nomination and Remuneration Committee of the companycomprises of the following members who are Directors of the company: 1. GaganGoel-Chairman 2. Bhim Sain Goyal 3. Nidhi Maheshwari
3. Stakeholders Relationship Committee:
The Board has renamed the Shareholders / Investors GrievanceCommittee of the company with
Stakeholders Relationship Committee as required under Companies Act2013.The Board had delegated the power to consider and resolve grievance of securityholders of the company to Stakeholders Relationship committee The StakeholdersRelationship committee presently comprises of three Directors viz. Mr. Gagan Goel(Chairman) Mr. Bhim Sain Goyal and Ms. Nidhi Maheshwari.
In compliance with the SEBI guidelines the Company has appointed M/s. Skyline FinancialServices Pvt .Limited as RTA (Registered Transfer Agent) to look after the share transfertransmission transposition issuance of duplicate share certificate sharede-materialization / re-materialization etc independently under the supervision andcontrol of the Stakeholders Relationship committee
22. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
The Company has established a vigil mechanism for Directors and employees to reporttheir genuine concerns details of which have been given in the Corporate GovernanceReport forming part of annual report.
23. RISK MANAGEMENT POLICY
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015contemporary practices of good corporate governance Company has developed the policies& procedures to assess the risk associated with the Company and minimization thereofand periodically informed the Board of Directors for their review to ensure that theexecutive management controls the risk in accordance with the defined policies andprocedures adopted by the company.
24. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The concept of Corporate Social Responsibility is not applicable to the Company.
The shares of the Company are listed at Delhi Jaipur and Bombay Stock Exchange Ltd.
26. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186
The company has given short term loan and advances of Rs. 1168725 as on 31.03.2016
27. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
Company has not entered any contract or made any arrangement with the related partiesduring the financial year.
28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
There were no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and companys operations in future.
29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has adopted a policy for prevention of Sexual Harassment of Women atworkplace. During the year Company has not received any complaint of harassment.
30. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows: A) Conservation of energy: NIL
B) Technology absorption: NIL
C) Foreign exchange earnings and Outgo:-NIL
31. DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement referred to in clause (c) ofsub-section (3) of Section 134 of the Companies Act 2013 shall state that
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) 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 profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the Directors have laid down internal financial control to be followed by theCompany and that such internal financial control are adequate and were operatingeffectively; and
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
32. REVOCATION OF SUSPENSION OF TRADING
The securities of the company is currently listed at Bombay Stock Exchange Delhi StockExchange and Jaipur Stock Exchange.
The securities of the company was suspended from trading due to non compliance since28th October 1996 However with effect from 29th April 2016 Bombay Stock Exchange hasrevoked the suspension and security of the company is available for trading. Revocation atDelhi Stock Exchange and Jaipur Stock Exchange are not required as these stock exchangeshas been de-recognized by SEBI.
The Directors wish to place on record their appreciation for the sincere servicesrendered by employees of the Company at all levels. Your Directors also wish to place onrecord their appreciation for the valuable co-operation and support received from theGovernment of India various state governments the Banks/ financial institutions andother stakeholders such as shareholders customers and suppliers among others.
The Directors also commend the continuing commitment and dedication of the employees atall levels which has been critical for the Companys success. The Directors lookforward to their continued support in future.
| || ||For and on behalf of the Board of Directors |
| || ||Euro Asia Exports Limited |
| ||Gagan Goel ||Bhim Sain Goyal |
|Place: New Delhi ||Director ||Director |
|Date: 16.06.2016 ||DIN: 07166489 ||DIN: 02139510 |