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Hem Holdings & Trading Ltd.

BSE: 505520 Sector: Financials
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Hem Holdings & Trading Ltd
NSE 05:30 | 01 Jan Hem Holdings & Trading Ltd

Hem Holdings & Trading Ltd. (HEMHOLDINGST) - Director Report

Company director report

Dear Members

Your directors are pleased to present their 35th Annual Report and Accounts of yourCompany for the year ended on 31st March 2017.

FINANCIAL RESULTS

31st March 2017 31st March 2016
Total Income 9534252.38 6469097.85
Total Expenses 734223.12 1259199.61
Profit before tax 8800029.26 5209898.24
Less: Current Tax 80000.00 11000.00
Profit after tax 8720029.26 5198898.24

PERFORMANCE REVIEW & STATE OF THE COMPANY'S AFFAIRS:

The total income for the financial year 2016-17 is Rs. 95.34 lacs as against Rs. 64.69lacs during the previous financial year. The profit before tax is Rs. 88.00 lacs andprofit after tax is Rs. 87.20 lacs for the year under review against the profit before taxof Rs.52.09 lacs and profit after tax of Rs. 51.98 lacs for the previous financial yearrespectively.

The Company does not have any subsidiary or associate or joint venture company.

PROSPECTS FOR THE CURRENT YEAR

Your directors are contemplating business plans for entering into the NBFC business ona larger scale and barring any unforeseen circumstances the results for the current yearwill be on higher side.

DIVIDEND:

In order to conserve funds of the Company for future growth the Board of Directorsregrets that no dividend is being recommended for the year under review.

BOARD OF DIRECTORS:

In accordance with the provisions of the Companies Act Shri Ketan Moolchand ShahDirector of the Company retires by rotation at the ensuing Annual General Meeting andbeing eligible offer himself for re-appointment. Your Directors recommend his appointment.

DISCLOSURE OF DIRECTORS' REMUNERATION

As per Section 197(12) read with Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 no remuneration has been paid to any of theDirectors of the Company.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY

No material changes and commitment occurred since the conclusion of the financial year.

COMPLIANCE WITH RBI GUIDELINES

Your company has adopted "Fair practices Code" and complied and continues tocomply with all the applicable regulations circulars and guidelines issued by the RBI forevery NBFC Company from time to time.

PUBLIC DEPOSITS:

The Company did not accept any deposit within the meaning of Section 73 of theCompanies Act 2013 and the Rules made there under. There are no small depositors in thecompany.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI.

NUMBER OF MEETINGS OF THE BOARD

The following Meetings of the Board of Directors were held during the Financial Year2016-17:

Sr. No Date of Meeting Board Strength No. of Directors Present
.
a) 27.05.2016 04 03
b) 09.08.2016 04 03
c) 11.11.2016 04 03
d) 10.02.2017 04 04
e) 03.03.2017 04 03

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to requirement under Section 134(5) of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed:-

a. In the preparation of the annual accounts for the year ended 31st March 2017the applicable accounting standards had been followed along with proper explanationrelating to material departures;

b. The directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as at 31st March 2017and of the profit and loss of the company for that period;

c. The directors had taken proper and sufficient care for 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 had prepared the annual accounts on a going concern basis;

e. The directors had 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 had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

CONSERVATION OF ENERGY TECHNOCLOGY & FOREIGN EXCHANGE:

The Company is not a manufacturing Company and as such no provisions of Conservation ofEnergy Technology Absorption under Section 134 of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 are attracted. It is further stated that there was noinflow and outgo of foreign exchange.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company did not enter into any contracts or arrangements during the financial yearwith related parties which is required to be reported in Form AOC-2.

RISK MANAGEMENT POLICY

The Company constantly manages monitors and reports on the principal risk anduncertainties that can have an impact on the Company. Your directors keep a close watch onthe risk prone areas and take actions from time to time.

The Company does not have any insurable assets. However the policy of the Company isto keep insured all insurable assets to keep them adequately insured against risks anduncertainties like fire riot earthquake terrorism loss of profit etc.

INTERNAL FINANCIAL CONTROL

The Company has an adequate Internal Control System commensurate with its size scaleand operations. The Internal Audit Department monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies of the Company.

During the year no reportable material weakness in the design or operation wereobserved.

AUDITORS:

M/s Agrawal Shukla & Co. Chartered Accountants who are the Statutory Auditors ofthe Company hold office until the ensuing Annual General Meeting. It is proposed toreappoint them for the financial year 2017-18. Under Section 139(2) of the Companies Act2013 they have furnished the certificate of their eligibility for re-appointment.

There are no qualifying remarks by the auditors in their report. The notes to theaccounts are self explanatory and do not require any further explanations.

SECRETARIAL AUDITOR AND THEIR REPORT

The Secretarial Audit Report for the financial year ended 31st March 2017 is annexedherewith as Annexure-I to this Report.

FRAUDS REPORTED BY AUDITORS

The Statutory Auditors or Secretarial Auditor of the Company have not reported anyfrauds to the Audit Committee or to the Board of Directors under section 143(12) of theCompanies Act 2013 including rules made thereunder.

COMMITTEES

Audit Committee

The Company has duly constituted an Audit Committee under the chairmanship of ShriPankaj Sachdeva an Independent Director of the Company with Shri Mehul Nisar and Smt.Sangeeta K. Shah as members.

Nomination and Remuneration Committee The Company has duly constituted a Nomination andRemuneration Committee under the chairmanship of Shri Pankaj Sachdeva a Director of theCompany with Mrs Sangeeta K Shah and Shri Mehul Nisar as members. Company has developed aNomination and Remuneration policy Annexure-II which form the part of the Report.

Stakeholders Relationship Committee

The Company has duly constituted a Stakeholders Relationship Committee under thechairmanship of Shri Pankaj Sachdeva an Independent Director with Shri Ketan M. Shah andSmt. Sangeeta K. Shah as members.

EXTRACT OF ANNUAL RETURN

Extract of Annual return of the Company is annexed herewith as an Annexure-IIIto this report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in Note Nos. 7 & 8 to the FinancialStatements.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration attracting provisions of section 134(3)(q)of the Companies Act 2013 read with Rule 5(2) & (3) of rules The Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of theCompanies Act 2013 read with the Schedules and Rules issued thereunder as well asRegulation 16(1) (b) of Listing Regulations (including ny statutory modification(s) orreenactment(s) for the time being in force).

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTIES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act 2013 read with rules issued thereunderand the Listing Regulations(including any statutory modifications or re-enactment (s) forthe time being in force ) the process for evaluation of the annual performance of theDirector /Board/Committees was carried out. The overall outcome was positive.

VIGIL MECHANISM

As par Section 177 (9) & (10) of the Companies Act 2013 and Clause 49 of theListing agreements with the Stock Exchanges Company has established a Vigil Mechanism forDirectors and employees to report genuine concerns.

MANAGEMENT DISCUSSION AND ANLAYSIS REPORT

The Indian economy was doing well till third quarter of the year but due todemonetization the economic growth slowed to 6% in the fiscal fourth quarter from 7 % inthe third.

Business Overview

The objective of the business is to further enhance the rental portfolio ofassets/premises and increase the rental revenue flow from these assets.

Marketing

The Company is making all efforts to revamp its marketing in new areas and hopes forgood results in the current year.

SWOT

Our strength is our determination weakness is low capital base opportunities aremultiples and threats are practically none.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year underreview:-

(a) The Company is not covered under Section 135(2) of the Companies Act 2013 and assuch no disclosure regarding Corporate Social Responsibility is required under the saidsection or applicable rules.

(b)Issue of equity shares with differential rights as to dividend voting or otherwise.

(c)Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.

(d) No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the assistance andco-operation extended of the Company by banks employees members and all other persons.

For and on behalf of the Board of Directors
(Ketan Moolchand Shah) (Sangeeta Ketan Shah)
DIRECTOR DIRECTOR
DIN: 00312343 DIN: 05322039
Place : Bhilai
Date : 11.08.2017