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Halder Venture Ltd.

BSE: 539854 Sector: Others
NSE: N.A. ISIN Code: INE115S01010
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Halder Venture Ltd. (HALDERVENTURE) - Director Report

Company director report

For The Financial Year 2015-16

Dear Shareholders

Your Directors have immense pleasure in presenting their 34th Annual Reporton the business and operations of the Company together with the audited financialstatements for the financial year ended 31st March 2016.

Financial Results of the Company (Amount in Rs.)

STANDALONE

CONSOLIDATED

Particulars 2015-16 2014-15 2015-16 2014-15
Profit Before Tax & Provision 155192 9884 182641 54006
Less: Provision For Tax 47954 3054 56436 15936
Profit After Tax 107238 6830 126205 38070
Add: Profit Brought Forward From Previous Year (979836) (986666) (1233934) (1272004)
Profit Available for Appropriation 107238 6830 123944 38070
Profit/ loss Carried Forward (872598) (979836) (1109990) (1233934)
Basic/ Diluted Earnings Per Share 0.00 0.00 0.04 0.01

Dividend

The Directors have not recommended any dividend for the financial year 2015-16.

Reserves

The Directors do not propose to transfer any amount to the general reserves.

Transfer Of Unclaimed Dividend To Investor Education And Protection Fund

The provisions of Section 125(5) of the Companies Act 2013 do not apply on the companyas no dividend has been declared during the year.

Brief description of the Company’s working during the year/State of Company’saffair

Halder Venture Limited is mainly engaged in Trading in rice and rice bran as itsprincipal business. Our company continues enjoy a very healthy management and workerrelationships and we pledge to strengthen these ties to improve quality of work cultureand productivity.

Our company also enjoys a very good reputation for quality products and sustainedquality maintenance with all the major builders and dealers. We are known for creatingdependable supply levels and maintaining cordial relationships with all dealers andcustomers.

Change in the nature of business if any

There has been no change in the nature of the business of the Company during the year.

Post Balance Sheet Events

Company got listed on BSE Limited with effect from 3rd May 2016.

Further the company is planning for voluntary delisting of the securities of theCompany from the Calcutta Stock Exchange Limited.

As per Delisting Regulations Company’s securities can be delisted from abovementioned Stock Exchange as the shares of the Company are listed and will continue to belisted on BSE Limited. The benefits accruing to the investors by keeping the equity shareslisted on The Calcutta Stock Exchange Ltd. do not commensurate with the cost incurred bythe Company for the continued listing on The Calcutta Stock Exchange Ltd. The shareholdersin the region of The Calcutta Stock Exchange Ltd. will not suffer due to this delistingas the shares will remain listed on BSE Limited which has nationwide trading terminals.

Details in respect of adequacy of internal financial controls with reference to theFinancial Statements

The directors have laid down internal financial controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively.

Details of Subsidiary/Joint Ventures/Associate Companies

Prakruti Commosales Private Limited J.D.M Commercial Pvt. Ltd Intellect Buildcon Pvt.Ltd and Reliable Advertising Pvt. Ltd. continue to be the Subsidiary of Halder VentureLimited. The Statement in Form AOC-I containing the salient feature of the financialstatement of the subsidiary companies is attached. The company has adopted Policy onMaterial Subsidiaries in line with the requirements of the Listing Regulations.

Deposits

The company has not accepted any deposits covered under Chapter V of the Companies Act2013.

Statutory Auditors

M/s A. SARAOGI & ASSOCIATES Chartered Accountants have been re-appointed asStatutory Auditors of the company till the conclusion of the Annual General Meeting of thecompany to be held in the year 2017 (subject to ratification of their re- appointment atevery AGM) with remuneration shall be decided as per the Audit Committee.

Auditors’ Report

The observations made by the Auditors are self- explanatory and do not require anyfurther clarification. Further the explanations or comments by the Board on everyqualification reservation or adverse remark or disclaimer made by the auditor in hisreport shall be given.

Secretarial Audit Report

The Secretarial Audit Report has been given by Anand Kumar Khandelia CompanySecretary and there is no qualification reservation or adverse remark or disclaimer madeby the company secretary in the secretarial audit report.

Internal Audit Report

M/s Jain Sonu & Associates Chartered Accountants Internal Auditor has submitted areport for the financial year 2015-16 based on the internal audit conducted during theyear under review.

Conservation of energy Technology absorption and Foreign exchange earnings and Outgo

A. Conservation of energy:

The Senior personnel continuously monitor energy consumption.

B. Technology absorption:

The company has no activities relating to technology absorption.

C. Foreign exchange earnings and Outgo:

Earnings by way of export- USD 536431.56 Outgo - Nil

Share Capital

Issue of equity shares with differential rights

The Company has not issued any of its securities with differential rights during theyear under review.

Buy Back of Securities

The company has not bought back any of its securities during the year under review.

Sweat Equity Bonus Shares & Employee Stock Option Plan

The company has neither issued sweat equity or bonus shares nor has provided any stockoption scheme to the employees.

Preferential Issue of Capital:

The Company has not made any preferential issue during the current financial year.

Extract of the Annual Return

The extract of the Annual Return pursuant to the provisions of section 92 read withRule 12 of the Companies (Rules) 2014 is furnished in Annexure A (MGT - 9) and isattached to this Report

Corporate Social Responsibility (CSR)

As the company does not have net worth of rupees five hundred crore or more orturnover of rupees one thousand crore or more or a net profit of rupees five crore or moreduring any financial year the disclosures as per Rule 9 of Companies (Corporate SocialResponsibility Policy) Rules 2014 is not applicable.

Directors:

A) Changes in Directors and Key Managerial Personnel

Pursuant to the Resolution of the Board of Directors passed at its meeting

1. 28/05/2015- Mr. Prabhat Kumar Haldar has been appointed as CFO of the Company.

2. 09/07/2015- Mr. Manish Dalmia and Mrs. Rekha Halder ceased to be directors of thecompany.

3. 12/02/2016- Debopriya Bal ceased to be the Company Secretary of the Company.

B) Declaration by an Independent Director(s) and re- appointment

Mr. Binod Kumar Mahato and Mr. Nikhilesh Bhunia Independent Directors of the Companyhave confirmed that they fulfilled all the conditions of the Independent Directorship aslaid down in subsection (6) of Section 149 of the Companies Act 2013 and the rules madethere under and the same have been noted by the Board.

C) Formal Annual Evaluation

In compliance with the Schedule IV of the Companies Act 2013 a meeting of theIndependent Directors of the company was held to review and evaluate the performance ofthe Non- Independent Directors and the chairman of the company taking into account theviews of the Executive Directors and Non- Executive Directors assessing the qualityquantity and timeliness of flow of information between the company management and theBoard and also to review the overall performance of the Board.

Familiarization Programme for Independent Directors

In terms of Reg. 25(7) of the SEBI (LODR) Regulations 2015 your Company is requiredto conduct the Familiarization Programme for Independent Directors (IDs) to familiarisethem about their roles rights responsibilities in your Company nature of the industryin which your Company operates business model of your Company etc. through variousinitiatives. The details of such familiarization programmes are available on yourCompany’s website www.halderventure.in

Number of meetings of the Board of Directors

The Board of Directors held five meetings during the year on:

i) 28/05/2015 ii) 09/07/2015 iii) 12/08/2015 iv) 06/11/2015 and v) 12/02/2016.

The maximum time gap between any two meetings was less than 120 days as stipulatedunder the applicable provisions. The details of Board Meetings held and attendance ofDirectors are provided in the Report on Corporate Governance forming part of this report.

Audit Committee

Composition of the Audit committee is in accordance with the requirements of section177 of the Companies Act 2013 which is stated below:

Name Designation
Nikhilesh Bhunia Chairman
Keshab Kumar Halder Member
Binod Kumar Mahato Member

Stakeholders Relationship Committee

Composition of the Audit committee is in accordance with the requirements of section178 of the Companies Act 2013 which is stated below:

Name Designation
Binod Kumar Mahato Chairman
Prabhat Kumar Haldar Member
Nikhilesh Bhunia Member

Nomination and Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with therequirements of section 178(1) of the Companies Act 2013. The composition is as under:

Name Designation
Binod Kumar Mahato Chairman
Prabhat Kumar Haldar Member
Nikhilesh Bhunia Member

Order of Court

The company is not subject to any legal proceedings and claims which will have amaterial or adverse effect on the going concern status or company’s operations orfinancial conditions.

Sexual Harassment of Women At Work Place

The Company has in place a policy in line with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. There were nil complaints received during the year underreview.

Details of establishment of vigil mechanism for directors and employees

The Company has established an effective whistle blower policy (Vigil Mechanism) andprocedures for its Directors and employees; details of which are provided in the Report onCorporate Governance which forms part of this report. The Policy on Vigil Mechanism may beaccessed on the company’s website at: www.halderventure.in

Particulars of Loans Guarantees or Investments

The provisions of section 186 in respect to Loans Guarantees or Investments of theCompanies Act 2013 have been complied with.

Particulars of Contracts or Arrangements with Related Parties:

Your company has no material individual transactions with its related parties which arecovered under section 188 of the Companies Act 2013 which are not in the ordinary courseof business and not undertaken on an arm’s length basis during the financial year2015-16.

Managerial Remuneration:

The Company earned minimal profit during the year so the Company has not provided anyManagerial Remuneration to the Directors.

Corporate Governance and Management Discussion & Analysis Reports

The Corporate Governance Report and Management Discussion & Analysis Report havebeen annexed with the report.

Corporate Governance Certificate

The Corporate Governance certificate from the auditors regarding compliance ofconditions of corporate governance as stipulated by SEBI (LODR) Regulations 2015 has beenannexed with the report.

Risk management policy

The company does not have any Risk Management Policy as the elements of riskthreatening the Company’s existence are very minimal.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act 2013 your Directors confirmthat—

(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 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 that period;

(c) the directors have 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 have prepared the annual accounts on a going concern basis;

(e) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and

(f the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Acknowledgements

Your Directors would like to express their appreciation of the co-operation andassistance received from the shareholders bankers and other business constituents duringthe year under review.

For and on behalf of the Board of Directors

Sd/- Sd/-
(Keshab Kumar Halder) (Prabhat Kumar Haldar)
Managing Director Director & CFO

Place: Kolkata

Date: 27/05/2016