You are here » Home » Companies » Company Overview » Gromo Trade & Consultancy Ltd

Gromo Trade & Consultancy Ltd.

BSE: 501314 Sector: Financials
NSE: N.A. ISIN Code: INE286N01010
BSE LIVE 05:30 | 01 Jan Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN
PREVIOUS CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty
OPEN
CLOSE
VOLUME
52-Week high 0.00
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 0
Buy Price
Buy Qty
Sell Price
Sell Qty

Gromo Trade & Consultancy Ltd. (GROMOTRADE) - Director Report

Company director report

TO

THE MEMBERS of GTCL

Your Directors have pleasure in presenting their 43rd Annual report togetherwith the Audited Statements of Accounts for the Year ended 31st March 2016.

FINANCIAL HIGHLIGHTS FOR THE YEAR

Particulars 2015-16 2014-15
(Rs. In Lacs) (Rs. In Lacs)
Revenue from Sale of Shares 0.00 120.94
Revenue from Interest Income 350.58 351.91
Revenue from Sale of Commodity 734.02 507.78
Total Operation Revenue 1084.60 980.63
Other Income 0.25 3.93
Total Revenue 1084.84 984.56
Profit before depreciation & Interest (153.15) (113.42)
Depreciation 0.017 0.00
Interest 0.00 0.61
Profit after Depreciation & Interest (153.16) (113.44)
Provision for Taxation 0.00 0.00
Provision for Tax (deferred) 0.00 (18.78)
Profit after Tax (153.16) (94.66)
Net profit/ (Loss) (153.16) (94.66)
EPS (0.54) (0.33)

OPERATIONAL REVIEW

During the year under review your Company has achieved gross revenue of Rs. 1084.85lacs as against Rs. 984.56 lacs in the previous year. The Company has not traded intoshares during the year under review due to poor market performamce. The Interest Income ofthe company remain the same. It can be clearly seen from the figures above that Companyhas managed to increase its commodity trading segment during the year. Over all theperformance of company as far as generation of operation revenue is concerned issatisfactory. However despite of increased revenue company has failed to convert itself into profitable ventre for the year. For the year the company has incurred net losses of Rs.153.16 lacs as compared to Rs. 94.66 lacs in the previous year. The main reason ofincuring loss is due to devaluation of stock.

DIVIDEND

In view of losses during the year your Directors have not recommended any dividend onEquity Shares for the year under review.

DEPOSITS

The Company has not accepted any public deposits during the year under review.

SHARE CAPITAL

During the year no changes were made in the Share Capital of the Company.

CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

On the recommendation of Nomination & Remuneration Committee the Board inducted Mr.Upendra Pravinbhai Patel as an Additional Director of the Company in the category ofIndependent Director with effect from 26/03/2016 in order to comply with the requirementof Section 149(1) of the Companies Act 2013. In terms of Section 161 of the CompaniesAct 2013 he will hold office up to the date of the ensuing Annual General Meeting. TheCompany has received a notice in writing along with deposit pursuant to Section 160 ofCompanies Act 2013 proposing the appointment of Mr. Upendra Patel as Director of theCompany. The Board has recommended the appointment of Mr. Upendra Patel as IndependentDirector not liable to retire by rotation for a period of five consecutive years up to thefifth consecutive Annual General Meeting of the Company.

During the year Pursuant to Section 152 of the Companies Act 2013 and in terms ofArticle 121A of the Articles of Association of the Company Mr. Dheeraj shah ManagingDirector retires by rotation at the ensuing Annual General Meeting and being eligibleoffers himself for re-appointment. The Board has recommended his reappointment.

During the year under review Ms. Khushboo Jain appointed as Company Secretary andCompliance Officer of the company on 4th January 2016 had resigned from thepost of company secretary and compliance officer with effect from 26th March2016. The Board placed on record appreciation for Ms. Khushboo Jain for the contributionmade by her during her employment as Company Secretary.

As required under Regulation 30 of SEBI (Listing Obligations & DisclosureRequirement) Regulations 2015 with the stock exchanges the information on theparticulars of directors proposed for appointment/re-appointment has been given in thenotice of annual general meeting.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed:

a) In the preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards have been followed.

b) Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates were made so as to give a true and fair view of the State ofaffairs of the corporation as at the end of March 31 2016 and of the profit of theCompany for the year ended on that date.

c) Proper and sufficient care to the best of their knowledge and ability for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

d) The Annual Accounts of the Company have been prepared on the ongoing concern basis.

e) That they have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively.

f) That system to ensure compliance with the provisions of all applicable laws was inplace and was adequate and operating effectively.

DECLARATION OF INDEPENDENCE BY DIRECTORS

The terms and conditions of appointment of Independent Directors are as per Schedule IVof the Act. Independent Directors have submitted a declaration that each of them meets thecriteria of Independence as provided in Section 149(6) of the Companies Act 2013 andthere has been no change in the circumstances which may affect their status as IndependentDirectors during the year. The Board is also of the opinion that the Independent Directorsfulfill all the conditions specified in the Companies Act 2013 making them eligible toact as Independent Directors.

POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION

The company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is available on the website of the company viz www.gromotrade.com

EVALUATION OF BOARD OF DIRECTORS

Pursuant to the provisions of the Act and Schedule V of SEBI (Listing Obligation &Disclosure Requirement) Regulations 2015 the Nomination and Remuneration Committee ofthe Board carried out the annual evaluation of the performance of the Board as a wholethe Directors individually as well as of various Committees of the Board. The performanceevaluation of the Independent Directors was carried out by the entire Board. Theperformance evaluation of the Chairman and non independent Directors was also carried outby the Independent Directors at their separate meeting. The Directors expressed theirsatisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

Detailed composition of the Board and Board Committees namely Audit CommitteeNomination and Remuneration Committee Stakeholders Relationship Committee number ofmeetings held during the year under review attendance of each Director and other relateddetails are set out in the Corporate Governance Report which forms a part of this Report.

STATUTORY AUDITORS

M/s. R. Soni & Co Chartered Accountants having Registration No. 130349W who areStatutory Auditors of the Company hold office up to the forthcoming Annual General Meetingand are recommended for re-appointment to audit the accounts of the Company for theFinancial Year 2016-17. As required under the provisions of Section 139 of the CompaniesAct 2013 the Company has obtained written confirmation from M/s. R. Soni & Co thattheir appointment if made would be in conformity with the limits specified in the saidSection.

AUDITORS' REPORT

Observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments under Section 134(1) of the Companies Act 2013.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read withcorresponding Rules framed thereunder M/s. P.D. Pandya & Associates; CompanySecretaries were appointed as the Secretarial Auditors of the Company to carry out theSecretarial Audit for the year ended 31st March 2016. A Secretarial Audit Report given bythe Secretarial Auditors in Form No. MR-3 is annexed with this Report as Annexure - A.

COMMENTS ON AUDITORS REPORT:

M/s. P.D. Pandya and Associates Company Secretary in Practice in his SecretarialAudit Report for financial year 2015-16 have drawn the attention of the management onsingle non-compliances which have been marked as qualification in his report. Inconnection with the same management herewith give the explanation for the same as follow:

> As pointed out by the Secretarial Auditors the Company has not applied to salestax department for obtaining valid profession tax number. The Company ensures to registeritself with Maharashtra State Tax on Professions Trades callings and Employments TaxAct 1975 (Profession Tax Act) under Sales Tax Authorities and will comply the same infuture.

> As far as utilization of allotment money is concerned the company has raised fundto fulfill the additional fund requirements for capital expenditure including acquisitionof companies/business funding long term working capital requirements marketing settingup of offices abroad and for other approved corporate purposes which included loansand advances. That can be said because the main object of the Company at the time wasraising fund was finance and investment only even if it was not specifically mentionedcompany can use the money so raised for its main object anyways.

> As far as non compliance of Section 203 of the Companies Act 2013 is concernedthough the Company has not appointed the Company Secretary on role throughout the year asCompany was looking for the desired candidate who can match with the company's'requirement. However the Company had appointed Ms. Khushboo Jain as the Company Secretaryduring the year and she resigned in the Month of March 2016. The Company is looking for aqualified candidate to fill in the vacancy for the requisite post.

> Inadvertently the Company failed to file Form DIR 12 for regularization of Mr.Praful Solanki and Mrs. Sonal Virani and Form MGT 14 for appointment of SecretarialAuditor for the year 2014-15. The said mistake was purely due to oversight and this doesnot affect the performance of the Company. However management ensures that in future samemistake would not repeat and the same will be filed with penalty.

POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION

The policies of the Company on Directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of Section 178 of the Act is appended as AnnexureB.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to inSection 188(1) as prescribed in Form AOC - 2 are appended as Annexure C

EXTRACT OF ANNUAL RETURN

Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form -MGT 9 is given in the Report as Annexure D.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report. The disclosures asspecified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have been appended to this Report as Annexure E.

REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS

The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated under regulation 34 and Schedule V of SEBI (Listing Obligation& Disclosure Requirement) Regulations 2015 form part of the Annual Report. Thecertificate from the Auditors of the Company confirming compliance with the conditions ofCorporate Governance is annexed to the Corporate Governance Report have been appended tothis Report

CORPORATE GOVERNANCE

A separate report of the Board of Directors of the Company on Corporate Governance isincluded in the Annual Report as Annexure 'F' and the Certificate from M/s R. Soni& Co. Practicing Chartered Accountant confirming compliance with the requirements ofCorporate Governance as stipulated in Schedule V of SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015 is annexed as Annexure 'G'.

RISK MANAGEMENT AND INTERNAL CONTROLS

The Company has the Risk Management and Internal Control framework in placecommensurate with the size of the Company. However Company is trying to strengthen thesame. The details of the risks faced by the Company and the mitigation thereof arediscussed in detail in the Management Discussion and Analysis Report that forms part ofthe Annual Report.

CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION

The Chief Executive Officer and Chief Financial Officer Certification as required underSchedule IV of SEBI (Listing Obligation & Disclosure Requirement) Regulations 2015and Chief Executive Officer declaration about the Code of Conduct is Annexed to thisReport.

FOREIGN EXCHANGE

The Company does not have any Foreign exchange earnings/expenses during the year underreview and therefore the information in respect of Foreign Exchange Earnings and Outgo asrequired by Companies (Disclosure of Particulars in the Report of Board of Directors)Rules 1988 is not provided.

LISTING OF SHARES

Equity shares of your Company are listed on Bombay Stock Exchange only and the Companyhas paid the necessary Listing fees for the year 2016-2017

SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES

During the year no company has become or ceased to be a subsidiary joint venture orassociate of the Company.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

The Company is not required to give information relating to conservation of energy andtechnology absorption as the Company is not engaged in any activities referred to inCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of investments covered under section 186 of the Companies Act 2013 ("theAct") will be produced for verification to the members at the Registered Office ofthe company on their request.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In staying true to our values of Strength Performance and Passion and in line with ourvision of being one of the most respected companies in India the Company is committed tothe high standards of Corporate Governance and stakeholder responsibility.

The Company has established a vigil mechanism to be known as the 'Whistle BlowerPolicy' for its Directors and employees to report instances of unethical behavior actualor suspected fraud or violation of the Company's Code of Conduct.

The aim of the policy is to provide adequate safeguards against victimization ofwhistle blower who avails of the mechanism and also provide direct access to the Chairmanof the Audit Committee in appropriate or exceptional cases.

Accordingly 'Whistle Blower Policy' has been formulated with a view to provide amechanism for the Directors and employees of the Company to approach the Ethics Counselorsor the Chairman of the Audit Committee of the Company.

The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.

PREVENTION OF INSIDER TRADING & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE

In January 2015 SEBI notified the SEBI (Prohibition of insider trading) Regulations2015 which came into effect from May 15 2015. Pursuant thereto the Company hasformulated and adopted a new Code for Prevention of Insider Trading. The Company hasadopted a Code of Conduct for Prevention of Insider Trading with a view to regulatetrading in securities by the Directors and designated employees of the Company. The Coderequires pre-clearance for dealing in the Company's shares and prohibits the purchase orsale of Company shares by the Directors and the designated employees while in possessionof unpublished price sensitive information in relation to the Company and during theperiod when the Trading Window is closed. The Board is responsible for implementation ofthe Code. All Directors and the designated employees have confirmed compliance with theCode.

The company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

During the financial year 2015-16 no cases in the nature of sexual harassment werereported at any workplace of the company.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21and April 29 2011 respectively) has undertaken 'Green initiative in corporateGovernance' and allowed companies to share documents with its shareholders through anelectronic mode. Members are requested to support their green initiative byregistering/updating their email addresses in respect of shares held in dematerializedform with their respective depository participants and in respect of shares held inphysical form with RTA of Company.

ACKNOWLEDGMENT

The Directors express their sincere gratitude to the Reserve Bank of India Securitiesand Exchange Board of India BSE Limited Ministry of Corporate Affairs Registrar ofCompanies National Securities Depository Limited Central Depository Services (India)Limited other government and regulatory authorities lenders financial institutions andthe bankers of Gromo Trade & Consultancy Limited for their ongoing support.

The Directors also place on record their sincere appreciation for the continued supportextended by the Company's stakeholders and trust reposed by them in the Company. TheDirectors sincerely appreciate the commitment displayed by the employees of the Companyand its subsidiaries/associates across all levels resulting in satisfactory performanceduring the year.

For and on behalf of the Board of Directors

Sd/- Sd/-
Dheeraj Shah Praful Solanki
(Managing Director) (Director)
Place: Mumbai
Date: 11/08/2016