You are here » Home » Companies » Company Overview » Mack Trading Co Ltd

Mack Trading Co Ltd.

BSE: 501471 Sector: Others
NSE: N.A. ISIN Code: INE436D01012
BSE 05:30 | 01 Jan Mack Trading Co Ltd
NSE 05:30 | 01 Jan Mack Trading Co Ltd

Mack Trading Co Ltd. (MACKTRADINGCO) - Director Report

Company director report

Dear Shareholders:

Your Directors have pleasure in presenting the 37th ANNUAL REPORT on the business andoperations of the Company and Audited Statement of Accounts of the Company for the yearended 31st March 2017.

1) FINANCIAL PERFORMANCE

During the year under review standalone performance of your company as under:

PARTICULARS CURRENT YEAR PREVIOUS
RS. YEAR
RS .
Profit for the year after meeting all 733720 1182296
charges and expenses but before
provision for taxation
Less: Provision for tax
Add: B/f forward from previous year 670579 (291218)
Add: Excess provision written back
Less: Additional Depreciation pursuant to enactment of schedule-II of Companies Act 2013.
Available for appropriation 1404299 891078
Short Provision of Dividend for 49000
Previous Year
Proposed Dividend 171500
Corporate Dividend Tax --
Transfer to General Reserve --
Amount to be carried forward to next year 1404299 6.70.579
Total 1404299 891078

The consolidated performance of the group as per consolidated financial statements isas under:-

PARTICULARS CURRENT YEAR PREVIOUS
RS. YEAR
RS .
Profit for the year after meeting all charges and expenses but before provision for taxation 4372673 6160600
Add: Provision for tax
Add: Dividends Proposed to be distributed to equity shareholders from Subsidiary for HO 682463
Add: B/f forward from previous year 3587468 2599617
Add: Excess provision written back Less: Additional Depreciation pursuant to enactment of schedule-II of Companies Act 2013.
Available for appropriation 7960141 9442680
Short Provision of Dividend for -- 49000
Previous Year
Dividends Proposed to be distributed to equity shareholders from subsidiary -- 832678
Current tax expenses for current year (510000) (420000)
Proposed Dividend 171500
Corporate Dividend Tax 169514
Transfer to General Reserve 1800000 3590000
Amount to be carried forward to next year 4711698 3587468
Less: Share of Profit transferred to minority interest 656467 898086
Add/(Less):Excess Transferred to Minority Interest of prior period (98204)
Add/(Less): Minority Interest (183771) 275566
Total 7960141 9442680

2) DIVIDEND

The Board of Directors has recommended a dividend of Rs.0.50 per equity share of Rs10/- each fully paid-up for the financial year ended on 31st March2017amounting to Rs 171500.

3) CHANGE IN THE NATURE OF BUSINESS IF ANY

There has been no change in the nature of business carried on during the financial yearunder review.

4) DIRECTORS

In accordance with the Provisions of Section-152 of the Companies Act 2013 and theCompany's Articles of Association Mrs. Rita Pavankumar Director retire by rotation of theforthcoming Annual General Meeting and being eligible offer themselves for re-appointment.The Company is in process of appointing Key Managerial Personnel.

5) DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(6) of the Companies Act 2013 Independent Directors of thecompany have made a declaration confirming the compliance of the conditions ofindependence stipulated in the aforesaid section.

6) DIRECTOR RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that—

(a) in the preparation of the annual accounts the applicable accountingstandards had been followed along with proper explanation relating 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 at the end of thefinancial year and of the profit and loss of the company for that period; (c) thedirectors had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of thecompany and for preventing and detecting fraud and other irregularities; (d) thedirectors had prepared the annual accounts on a going concern basis; and (e) thatthe Directors had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and (f)the directors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

7) CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the requirements of the Accounting Standard AS – 21 prescribedby the Institute of Chartered Accountants of India the consolidated Financial Statementsof the company and its subsidiary Keen Investment & Leasing Limited are annexed tothis report.

8) AUDITORS

In accordance with the provisions of Section 139 of Companies Act2013M/s V.P.Mehta& CoChartered AccountantsMumbai(Firm Registration No.2016326W) are proposed to beappointed as auditor for a period of 1 year commencing of this Annual General Meeting Tillthe Conclusion of 38th Annual General Meeting i.e Annual General Meeting to be held in2018.

The Company has received confirmation from V.P.Mehta & CoChartered Accountants tothe effect that their re-appointment if made would be within the prescribed limits underSection-141(3)(g) of the Companies Act 2013 and that they are not disqualified forre-appointment.

The Company did not appoint any Internal Auditor for the period under review. TheCompany proposes to get the Internal Audit done in the Current year.

09) VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistleblower Policy for the employees to reporttheir genuine concerns or grievances and the same has been uploaded on the website of theCompany at www.macktradingcompany.com

The Audit Committee of the Company oversees the Vigil Mechanism.

10) NOMINATION AND REMUNERATION COMMITTEE

The Board has a Nomination and Remuneration policy which is generally in line with theexisting industry practice and applicable laws. The policy has been displayed on thecompany's website viz. www.macktradingcompany.com

The details of composition of the Nomination and Remuneration Committee are as under:-

S.N Name Category Designation

No of Meetings

o Held Attended
1 Mr Vijay Pandya Independent Chairman 1 1
2 Mr Sudhir Bandiwadekar Independent Member 1 1
3 Mr Pavankumar Non- Member 1 1
Sanwarmal Executive

The Nomination and Remuneration Committee assist the Board in overseeing the methodcriteria and quantum of compensation for directors and senior management based on theirperformance and defined assessment criteria. The Committee formulates the criteria forevaluation of the performance of Independent Directors & the Board of Directors;identifying the persons who are qualified to become directors and who may be appointed insenior management and recommend to the Board their appointment and removal. The terms ofthe reference of Nomination and Remuneration Committee covers the areas mentioned undersection 178 of the Companies Act 2013.

11) AUDIT COMMITTEE

The Audit Committee to deal with all such matters which it may consider appropriate toperform as audit committee including items specified in Section 177(4) of the CompaniesAct 2013 (as may be modified/amended from time to time) and such matters as may beassigned from time to time by the Board of Directors.

The details of composition meetings and attendance of the Meetings of the AuditCommittee are as under: -

S Name Category Designation

No. of Meetings

N Held Attended
o
1 Mr Vijay Pandya Independent Chairman 4 4
2 Mr Sudhir Bandiwadekar Independent Member 4 4
3 Mr Pavankumar Sanwarmal Non- Member 4 4
Executive

There have been no instances of non-acceptance of any recommendations of the AuditCommittee by the Board during the financial year under review.

The Audit Committee assists the Board in its responsibility of overseeing the qualityand integrity of the accounting auditing and reporting practices of the Company and itscompliance with the legal and regulatory requirements. The terms of reference of AuditCommittee cover the areas mentioned under Section 177 of the Companies Act 2013.

12) ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE ITS COMMITTEES ANDINDIVIDUAL DIRECTORS

The Board of Directors of the Company has initiated and put in place evaluation of itsown performance its committees and individual directors. The result of the evaluation issatisfactory and adequate and meets the requirement of the Company.

13) SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Companyappointed Piyushkumar Parmar Practising Company Secretary to undertake the SecretarialAudit of the Company. The Report of the Secretarial Auditor is annexed as Annexure"A" to this Report.

The Company did not appoint any Internal Auditor for the period under review. TheCompany proposes to get the Internal Audit done in the Current year.

The Company did not appoint KMP for the period under review. The Company proposes toget the KMP done in the Current year.

14) HOLDING/SUBSIDIARY/ASSOCIATES COMPANIES:

S.N0. Name And Address Of CIN/GLN Holding/Subsidiary/ % of Applicable
The Company Associate shares Section
held
1. Keen Investments and U65910MH1986PTC041624 Subsidiary 81.96 N.A.
Leasing ltd 4-CSindhu HouseNanabhai Lane Flora FountainFortMumbai- 400001.

There has been no change in the number of subsidiary or in the nature of business ofsubsidiary during the year under review.

Pursuant to Section 129(3) of the Companies Act2013 read with Rule 5 of the Companies(Accounts) Rules2014 the statement containing salient features of the financialstatements of the Company's Subsidiary (in Form AOC-1) is attached to the financialstatements. (Annexure-B).

15) PARTICULARS OF EMPLOYEES

None of the employees of the company received remuneration in excess of the limitspecified u/s Section 197 of the Companies Act 2013 read with Rule of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

16) RELATED PARTY DISCLOSURES

There is no transaction with Related Party which requires disclosure under Section134(3) (h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules2014.

Related Party Disclosures under Accounting Standards mentioned in Note-8 to theFinancial Statements.

17) LOANS INVESTMENT AND GUARANTEES BY THE COMPANY

Disclosure as required under section 186(4) of the Companies Act 2013:

Particulars Amount(31/03/2017)
1 Loan Given As per Note-8 to the
Financial Statements.
2 Investments made Nil
3 Guarantees Given Nil

18) PUBLIC DEPOSITS

Your Company has not invited any deposits from public / shareholders in accordance withSection 73 and 74 of the Companies Act 2013 for the financial year ended on March 312017.

19) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review 6 Board meetings were held details ofwhich are given below. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.

Date of the meeting No. of Directors attended the meeting
30/05/2016 4
20/07/2016 4
12/08/2016 4
12/11/2016 4
06/02/2017 4
30/03/2017 2

20) DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

S. Name of Directors Date of Date of Cessation
No Appointment
1. Mr Pavankumar Sanwarmal(Director) 27/10/1982 NA
2. Mrs Rita Pavankumar(Director) 09/12/1998 NA
3 Mr Sudhir Bandiwadekar(Independent 11/08/2014 NA
Director)
4 Mr Vijay Pandya(Independent Director) 13/11/2014 NA

21) DISCLOSURE OF PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Conservation of Energy

The particulars as required under the provisions of Section 134 of the Companies Act2013 and as per Companies Accounts Rules 2015 in respect of conservation of energy has notbeen furnished considering the nature of activities undertaken by the company during theyear under review.

Technology Absorption

Your company has not conducted any R & D activity.

Foreign Exchange Earnings and Outgo

Foreign Exchange Earning: - Nil. Foreign Exchange Expenditure: - Nil

22) MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statement relates and the date of the report.

23) EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section-92 of the Companies Act 2013 in included in this Report as Annexure- C andforms an integral part of this Report.

24) RISKS AND CONCERNS

Business Risk Evaluation and Mangement is an ongoing process within the Organization.The Company has a robust risk management framework to indentify monitor and minimizerisks as also indentify as also indentify business opportunities. The Audit Committee andthe Board periodically review the risks and suggest steps to be taken to manage/ mitigatethe risk through a properly defined framework. During the year no major risks werenoticed which may threaten the existence of the company.

25) OUTLOOK

The overall outlook on economic growth of the country has improved with the newGovernment assuming the office and initiating the process of long standing policy reforms.It is expected that this will facilitate the company to grow at a faster rate in themedium to long term.

26) INTERNAL FINANCIAL CONTROLS

The management has formed adequate system of internal financial controls as required tomeet its financial needs and meeting day to day expenditure commensurate with nature andsize of its business.

27) OPPORTUNITIES AND THREATS

Government's focus on infrastructure development investment in highways andimplementation of GST will give boost to retreading industry.

28) HUMAN RESOURCES

The Company believes that the key to excellent business results is an excellent talentpool. People Management Practices in the company continuously strive towards attractingretaining and developing the best talent required for the business to grow.

The Total number of employees of the company as on March302017 stood at 2(Two).

29) CORPORATE GOVERNANCE

Corporate Governance stipulated in SEBI(LODR) Regulations2015 is not applicable to thecompany as paid up equity share capital not exceeding rupees ten crore and net worth notexceeding rupees twenty-five crore as on the last date of the previous financial year.

30) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed against the Company by theregulators or courts or tribunals during FY 16-17 impacting the going concern status andCompany's operations in future.

31) LISTING

The equity shares of your Company are listed with the Bombay Stock Exchange.

32) DISCLOSURES ABOUT CSR POLICY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions under Section 135 of the Companies Act 2013 read with Rulesthereunder are not applicable to the Company for the year under review. Thus the Companyhas not made any contribution towards Corporate Social Responsibility activities.

33) SECRETARIAL STANDARDS OF ICSI

The Company has Complied Secretarial Standards on Meetings of the Board of Directors(SS-1) and General Meetings (SS-2).

34) APPRECIATION

We wish to place on record our deep and sincere appreciation for the contribution madeby the workers staff and executives to the performance of the Company.

By the Order of Board of Directors

MACK TRADING COMPANY LIMITED

(Director) (Director)
Rita Pavankumar Sudhir Bandiwadekar

Place: Mumbai

Date:11/08/2017