Your Directors are pleased to present the 5th Annual Report and Audited Statement ofAccounts of the Company for the year ended 31st March 2016.
1. FINANCIAL RESULTS
|Particulars ||Current Year Ended 31st March 2016 ||Previous Year Ended 31st March 2015 |
|Gross Sales & Income from Operations ||2311.15 ||3562.47 |
|Profit/(Loss) before Financial Cost and Depreciation ||409.77 ||1465.55 |
|Less: || || |
|- Finance Cost ||6.76 ||0.12 |
|- Depreciation & Amortization ||0.07 ||0.26 |
|Profit/(Loss) before tax ||402.94 ||1465.17 |
|Provision for Income Tax ||129.96 ||501.03 |
|Net Profit/(Loss) after tax ||272.98 ||964.14 |
|Add: Balance brought forward from previous Year ||825.21 ||(138.93) |
|Total amount available for appropriation ||1098.19 ||825.21 |
|Less : Appropriations : || || |
|(a) Transfer to General Reserve || || |
|(b) Proposed dividend on Equity Shares || || |
|(c) Corporate Tax on dividends || || |
|Balance carried to Balance Sheet ||1098.19 ||825.21 |
2. REVIEW OF OPERATIONS
During the year Company achieved Gross Sales & Income from operations of '2311.15lacs against the Turnover of '3562.47 lacs achieved during the previous year. Since theCompany has yet to achieve its optimum scale of operations its net profit is '272.98 lacsduring the year against net profit of '964.14 lacs in previous year. It is hoped thatCompany would achieve greater heights in coming years.
No dividend has been recommended.
4. TRANSFER TO RESERVES
During the year no amount has been transferred in the reserve of the Company.
5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis as stipulated under Regulation 34 of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 forming part of this reporthas been given under separate section in the Annual Report.
6. CONSOLIDATED FINANCIAL STATEMENT
In accordance with the Companies Act 2013 ("the Act") and AccountingStandard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accountingfor Investments in Associates and AS - 27 on Financial Reporting of Interests in JointVentures the audited consolidated financial statement is provided in the Annual Report.
7. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
During the year the Company has purchased shares of its subsidiary namely HexaSecurities and Finance Company Limited (HSFCL) and now HSFCL has become its wholly ownedsubsidiary w.e.f. 13th November 2015. HSFCL is Non-Banking Financial Company registeredwith Reserve Bank of India. A report on the performance and financial position of each ofthe HSFCL as per the Companies Act 2013 is provided as Form AOC-1 to the consolidatedfinancial statement and hence not repeated here for the sake of brevity.
No Company has became/ceased to be the subsidiary associate & Joint Venture duringthe financial year 2015-16. The policy for determining material subsidiaries as approvedmay be accessed on the Company's website at the link:http://hexatradex.com/wp-content/uploads/2015/08/POLICY-FOR-DETERMINING-MATERIAL-SUBSIDIARIES. pdf
8. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134 of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed by the Board of Directors:-
a. that in the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable accounting standards had been followed along with properexplanation relating to material departures;
b. that they had selected such accounting policies and applied them consistently andmade judgments and estimates that were 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 of the Company for the year ended on that period.
c. that they had taken proper and sufficient care 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;
d. that they had prepared the accounts for the financial year ended 31st March 2016 ona going concern' basis.
e. that they had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively; and
f. that they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Shri Prithvi Raj Jindal (DIN: 00005301) and Shri Kuldip Bhargava (DIN: 00011103) hadresigned from the office of Director w.e.f. 12.08.2016 and 15.07.2015 respectively due totheir pre-occupation.
Ms. Sminu Jindal (DIN:00005317) Managing Director of the Company has resigned from theoffice of the Director w.e.f. 12.08.2016.
The Board places on record its appreciation for the services rendered by Shri PrithviRaj Jindal Ms. Sminu Jindal and Shri Kuldip Bhargava during their association with theCompany.
As per section 134(3)(q) of the Companies Act 2013 read with rule 8(5) of Companies(Accounts) Rules 2014 detail of directors or Key Managerial Personnel who were appointedand resigned during the year are given below:
Shri Girish Sharma (DIN: 05112440) Independent Director of the Company was appointedas Independent Director under section 149 of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Reguations 2015 for a period upto 5 years at theAnnual General Meeting held on 29th September 2015.
The Board of Directors of the Company had appointed Ms. Veni Anand (DIN: 07586927) asan additional director of the Company. As per section 161 of the Companies Act 2013 sheshall hold office upto the date of ensuing Annual General Meeting.
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under section 149(6)of Companies Act 2013 and SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015.
The Board of Directors elevated Shri Neeraj Kanagat from CFO to CEO & CFO of theCompany w.e.f.12th Aug 2016.
10. BOARD EVALUATION
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other Directors which includes criteria for performance evaluationof non-executive directors and executive directors under section 178(1) of the CompaniesAct 2013. This may be accessed at the link http://hexatradex.com/wp-content/uploads/2015/08/Performance-Evaluation.pdf.
On the basis of the Policy for performance evaluation of Independent Directors BoardCommittees and other Directors a process of evaluation was followed by the Board for itsown performance and that of its Committees and individual Directors. The details of samehave been given in the report on corporate governance annexed hereto.
The details of programme for familiarisation of Independent Directors with the Companytheir roles rights responsibilities in the Company nature of the industry in which theCompany operates business model of the Company and related matters have been uploaded onthe website of the Company at the link http://hexatradex.com/wp-content/uploads/2015/08/Familiarization-Programme-of- Independent-Directors.pdf.
11. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirement set out by SEBI. The report on CorporateGovernance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms an integral part of this Report. The requisite certificate fromthe Auditors of the Company confirming compliance with the conditions of corporategovernance is attached to the report on Corporate Governance.
12. CONTRACTS & ARRANGEMENT WITH RELATED PARTIES All contracts / arrangements /transactions entered by the Company during the financial year with related parties were inthe ordinary course of business and on an arm's length basis. During the year the Companyhad entered into material contract / arrangement / transaction with subsidiary of theCompany.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http://hexatradex.com/wp-content/uploads/2015/08/
POLICY-ON-RELATED-PARTY-TRANSACTIONS.pdf Your Directors draw attention of the membersto Note 26 to the financial statement which sets out related party disclosures.
13. RISK MANAGEMENT
Your Company has identified following major risks to its business:
a) Competitive scenario: The business that the Company engaged in is highlycompetitive. The Company faces competition from new entrants and from customers who arebecoming more involved in sourcing to satisfy their own supply requirements.
b) Global Risks: The Company proposes to conduct wholesale trading operations which areinternational in nature. These international operations would involve additional risksincluding the possibility of restrictive actions by foreign governments changes inforeign laws; limitations on repatriation of earnings; changes in currency exchange ratesand political and economic instability war and civil disturbances or other risks that maylimit or disrupt markets in which the Company operates.
c) Counterparty risks: Trading business involves counterparty risks specially in highvolatile time. Your company is having effective strategy and system to safeguard itagainst wide range of risks. The Management conceives various elements and analysis theRisk involved and takes effective steps to reduce the risk against the business of theCompany. Further it also takes necessary steps to safeguard against irreparable loss tothe Company against the unforeseen risk and adequate by covers assets of the Companyduring the course of business. The Management system is reviewed periodically and suitablechanges are made depending upon the risk prevailing in the market.
14. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weakness in the design or operation was observed.
15. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Corporate Social Responsibility Committee (CSR Committee) formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicatingthe activities to be undertaken by the Company which has been approved by the Board.
The CSR Policy may be accessed on the Company's website at the link:http://hexatradex.com/wp-content/ uploads/2016/08/CSR-Policy-Tradex.pdf. The keyphilosophy of all CSR initiatives of the Company is driven by core value of inclusion.
The Company is committed to ensure that all development activities/initiativesundertaken in the field of education health care sanitation community welfare skilldevelopment employment generation infrastructure development promotion of nationalheritage and culture etc. are accessible to most marginalized segment of societies such aschildren women elderly and those with disabilities.
The Company would also undertake other initiatives in compliance with Schedule VII tothe Act.
The Annual Report on CSR Activities is annexed herewith as Annexure 1.
16. AUDITORS & THEIR REPORT
A. STATUTORY AUDITORS
M/s N. C. Aggarwal & Co. Chartered Accountants (Registration no. 003273N)Auditors of the Company retire at the ensuing annual general meeting and being eligibleoffer themselves for re-appointment. The Company has received confirmation from M/s N.C.Aggarwal & Co. regarding their consent and eligibility under Sections 139 and 141 ofthe Companies Act 2013 read with the Companies (Accounts) Rules 2014 for appointment asthe Auditors of the Company. As required under Regulation 33 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the Auditors have also confirmed that theyhold a valid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India.
Auditors' remarks in their report read with the notes to accounts referred to by themare self- explanatory.
B. SECRETARIAL AUDITOR
The Board has appointed Shri Awanish Kumar Dwivedi of M/s Awanish Dwivedi &Associates Company Secretaries to conduct Secretarial Audit of the Company for thefinancial year 2015-16. The Secretarial Audit Report for the financial year ended 31stMarch 2016 is annexed herewith marked as Annexure - 2 to this Report. The SecretarialAudit Report does not contain any qualification reservation or adverse remark.
17. DISCLOSURE AUDIT COMMITTEE
The Audit Committee comprises of Directors namely Dr. Raj Kamal Agarwal (Chairman)Shri Girish Sharma and Ms. Veni Anand as other members. Ms. Sminu Jindal had resignedfrom the directorship of the Company w.e.f. 12.08.2016 and accordingly ceased to bemember.
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement. Protected disclosures can be made by a whistle blowerthrough an e-mail or a letter to the Compliance Officer or Managing Director or to theChairman of the Audit Committee.
The Policy on vigil mechanism and whistle blower policy may be accessed on theCompany's website at the link: http:// hexatradex.com/wp-content/uploads/2015/08/POLICY-VIGIL-MECHANISM.pdf
MEETINGS OF THE BOARD
Four (4) meetings of the Board of Directors were held during the year. For furtherdetails please refer report on Corporate Governance of this Annual Report.
PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security is proposed to beutilized by the recipient are provided in the standalone financial statement (Please referto Notes to the standalone financial statement).
PARTICULARS REGARDING CONSERVATION OF ENERGY ETC.
As your Company is not engaged in any manufacturing activity the particulars relatingto conservation of energy and technology absorption as mentioned in the Companies(Accounts) Rules 2014 are not applicable to it. However emphasis is placed on employingtechniques that result in the conservation of energy. Details on the foreign exchangeearnings and expenditure of your Company appear in the Notes to Accounts.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure - 3 to thisReport.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The employee's relations remained cordial throughout the period. There is no employeeswhose particulars are required to be furnish under Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014. Disclosures pertaining to remuneration and other details asrequired under Section 197(12) of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in theAnnual Report as Annexure-4.
18. PUBLIC DEPOSITS
The Company has not invited any public deposits during the year ended on 31st March2016.
19. ANY SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the Financial Year there is no significant material orders passed by theregulators or courts or tribunals impacting the going concern status and company'soperations in future.
20. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL)ACT 2013
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has formed a Committee for implementation of said policy. No complaint of harassmentwas received during the year.
Your Directors express their grateful appreciation to concerned Departments of Central/ State Governments Financial Institutions & Bankers Customers and Vendors for theircontinued assistance and co-operation. The Directors also wish to place on record theirdeep sense of appreciation for the committed services of the employees at all levels. Weare also grateful for the confidence and faith that you have reposed in the Company as itsmember.
| ||For and on behalf of the Board |
|Place: New Delhi ||Raj Kamal Agarwal |
|Date: 12th August 2016 ||Chairman |