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Mack Trading Co Ltd.

BSE: 501471 Sector: Others
NSE: N.A. ISIN Code: INE436D01012
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Mack Trading Co Ltd. (MACKTRADINGCO) - Director Report

Company director report

TO THE SHAREHOLDERS

Dear Shareholders:

Your Directors have pleasure in presenting the 35th ANNUAL REPORT on the business andoperations of the Company and Audited Statement of Accounts of the Company for the yearended 31st March 2015.

1) FINANCIAL HIGHLIGHTS (STANDALONE AND CONSOLIDATED)

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

PARTICULARS CURRENT YEAR PREVIOUS YEAR
RS. RS .
Profit for the year after meeting all charges and expenses but before provision for taxation 1033232 1155123
Less: Provision for tax - --
Add: B/f forward from previous year 1469109 519241
Add: Excess provision written back -- 39745
Less: Additional Depreciation pursuant to enactment of schedule-II of Companies Act 2013. (2671060) --
Available for appropriation (168719) 1714109
Proposed Dividend (122500) (245000)
Corporate Dividend Tax -- --
Transfer to General Reserve -- --
Amount to be carried forward to next year (291219) 1469109
(168719) 1714109

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

PARTICULARS CURRENT YEAR PREVIOUS YEAR
RS. RS .
Profit for the year after meeting all charges and expenses but before provision for taxation 3511244 5092746
Add: Provision for tax - 39745
Add: B/f forward from previous year 3954018 2106254
Add: Excess provision written back - -
Less: Additional Depreciation pursuant to enactment of schedule-II of Companies Act 2013. 2671791 -
Available for appropriation 4793471 7238745
Proposed Dividend 272715 459540
Corporate Dividend Tax 170488 192973
Transfer to General Reserve 1810000 2700000
Amount to be carried forward to next year 2599617 4336420
Less: Minority Interest (59349) (450188)
4793471 7238745

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 March2015amounting to Rs 122500.

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

The Board of Directors in compliance with the section 149(1) of the Companies Act2013Mr. Vijay Pandya appointed as an Additional Director with effect from 13thNovember 2014.He shall hold office upto the date of the forthcoming Annual General Meetingand is eligible for appointment as a Independent Director. The Company has received anotice in writing along with deposit pursuant to Section 160 of Companies Act 2013proposing the appointment of Mr Vijay Pandya as Independent Director of the company. YourBoard has recommended the appointment of Mr. Vijay Pandya as Independent Director notliable to retire by rotation for a period of five consecutive years with effect from theconclusion of this Annual General Meeting till the conclusion of the 40th Annual GeneralMeeting of the Company to be held in the calendar year 2020 not liable to retire byrotation.

Mr. Vikas Pavankumar Director of the Company resigned from the Board with effect from11th August 2014. Mr. Sudhir Shankar Bandiwadekar has been appointed as anAddional Director of your company on 11th August 2014 and regularized as a independentDirector on 27th September 2015.(AGM).

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 rotationof the forthcoming Annual General Meeting and being eligible offer themselves forre-appointment.

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) ofsub-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) 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; and

(E) that the Directors had laid down internal financial controls to be followedby the Company 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.

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

The Auditors/s A.K.Nevatia & Associates Chartered Accountants were appointed asthe statutory Auditors of the Company for tenure of three years i.e. from the conclusionof 34th Annual General Meeting till the conclusion of the 37thAnnual General Meeting of the company.However this appointment is subject to ratificationby members at every Annual General Meeting held after appointment during their tenure ofoffice. The Auditors have confirmed their eligibility and qualification under Section-141of Companies Act 2013 and therefore their ratification for appointment as StatutoryAuditors for the year 2015-16 is being sought from the Members of the Company at theensuing AGM.

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 is in process of appointing Key Managerial Personnel.

09) VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/Whistleblower Policy for the employees toreport their genuine concerns or grievances and the same has been uploaded on the websiteof the Company at www.macktradingcompany.com

The Audit Committee of the Company oversees the Vigil Mechanism.

10) NOMINATION AND REMUNERATION COMMITTEE

The Company has formed Nomination and Remuneration committee on 13thNovember 2014.

The Committee has formulated a Nomination and Remuneration Policy and the same has beenuploaded on the website of the Company at www.macktradingcompany.com

11) AUDIT COMMITTEE

The Board of Directors has constituted an Audit Committee on 13th November2014 and empowered the committee to deal with all such matters which it may considerappropriate to perform as audit committee including items specified in Section 177(4) ofthe Companies Act 2013 (as may be modified/amended from time to time) and such matters asmay be assigned 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 N o Name Category Designation No. of Meetings
Held Attended
1 Mr Vijay Pandya Independent Chairman 1 1
2 Mr Sudhir Bandiwadekar Independent Member 1 1
3 Mr Pavankumar Sanwarmal Non- Executive Member 1 1

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

12) RISK MANAGEMENT

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.

13) 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.

14) 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 Priyanka Agrawal 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 Secretarial Audit Report as annexed is self-explanatory and do not call for anyfurther comments.

15) HOLDING/SUBSIDIARY/ASSOCIATES COMPANIES:

S.N0. Name And Address Of The Company CIN/GLN Holding/Subsidiary/ Associate % of shares held Applicable Section
1. Keen Investments and U65910MH1986PTC041624 Subsidiary 0.90 N.A.