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New Markets Advisory Ltd.

BSE: 508867 Sector: IT
NSE: N.A. ISIN Code: INE800K01014
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New Markets Advisory Ltd. (NEWMARKETSADVI) - Director Report

Company director report

To

The Members of

New Markets Advisory Limited

Your Directors have pleasure in presenting Thirty Fifth Annual Report together with theAudited Accounts of the Company for the year ended 31st March 2017.

Financial Highlights

The business activities of the Company resulted in to the net loss of Rs. 117643/-as compared to net loss of Rs. 103910/- in the previous year In absence of any profitthe Directors are not recommending any dividend. The Company has not taken any new projectand is exploring new and suitable areas of business to diversifying its activities.

Business Activity

The Company has deployed surplus funds for the time being in securities as investmentand granted loans for the purpose of gains.

Extract of Annual Return

The extract of Annual Return in format MGT - 9 for the Financial Year 2016-17 hasbeen enclosed with this report.

Number of Board Meetings

During the Financial Year 2016-17 Seven meetings of the Board of Directors of thecompany were held. The date of the meetings of the board held is as under-

Sr. No. Date of Meeting Total strength of the Board No. of Directors Present
01 30 May 2016 3 3
02 13 Aug 2016 3 2
03 30 Sep 2016 2 2
04 15 Nov 2016 3 2
05 30 Jan 2017 3 3
06 14 Feb 2017 3 3
07 31 Mar 2017 3 3

Independent Directors' Meeting

During the year under review Independent Directors met on 14th February 2017inter-alia to discuss:

• Evaluation of the performance of Non-Independent Directors and the Board aswhole.

• Evaluation of the performance of the Chairman of the Company taking intoaccount the views of the Executive and Non-Executive Directors.

• Evaluation of the quality quantity content and timeless of flow of informationbetween the management and the Board.

Particulars of Contracts or Arrangements with Related Parties

During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

As required under Rule 8 (3) of the Companies (Accounts) Rules 2014 the particularsrelating to the conservation of energy technology absorption and the foreign exchangeearnings and out go are NIL.

Internal Control and System

The company has adequate internal control procedures commensurate with its size andnature of business. The Company has Independent Auditors M/s Amruta Kothari i &Associates Practicing Company Secretaries to review critical areas of operations. Theaudit reports are reviewed periodically by the management and the audit committee of theBoard and appropriate measures are taken to improve the process.

Details of Directors and Key Managerial Personnel

Name and Address Designation Date of Appointment DIN/PAN
1. Mr. Shirish Suryakant Shetye 603 Vastu Shilp Shree Vastu Enclave Rajmata Jijabai Marg pump house Andheri east Mumbai- 400093 Maharashtra Non-Executive Independent Director 30/11/1998 00148086
2. Mr. Prakash Shah 13 Prem Niwas 652 Dr Ambedkar Road Khar Mumbai 400052 Maharashtra India Director 30/07/1996 01136800
3. Ms. Parul Dave 354/H Mun H. No. 354 Choksi Chawl Rajaram Keshav Vaidya Road Dadar Mumbai - 400028 Additional Director Non-Executive Independent 30/09/2016 07619530

In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Prakash Shah is liable to retire by rotation and being eligible offers himselffor re-appointment.

The Company has received Declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand under Regulations of the SEBI (LODR) Regulations 2015.

Board Evaluation

Formal Annual evaluation has been made by the Board of its own Performance and that ofits Committees & Individual Directors during the meeting of Board of Directors and bycommon discussion with concerned persons.

Particulars of Employees

During the year there was no employee in receipt of remuneration as prescribed in theRule 5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules2014.

Audit Committee

The Audit Committee comprises Independent Director namely Mr. Shirish S. Shetye(Chairman) and Non-Executive Directors Mr. Prakash B. Shah and Smt. Parul Dave asmembers. Recommendations if any made by the Audit Committee were accepted by the Board.

Nomination & Remuneration Committee Policy

In compliance with section 178 of the Act and Clause 49 of the Listing Agreement theBoard has constituted "Nomination and Remuneration Committee" which comprisesNon-executive Directors namely Mr. Shirish S. Shetye (Chairman) and Non-ExecutiveDirectors Mr. Prakash B. Shah and Smt. Parul Dave as members.

The Board has framed a policy for selection and appointment of Directors SeniorManagement and their remuneration.

Transfer of Amounts to Investor Education and Protection Fund

There are no amounts due and outstanding to be credited to investor Education andProtection Fund as 31st March 2017.

Disclosure on Establishment of a Vigil Mechanism

The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraudand mismanagement if any. No personnel had been denied access to the Audit Committee tolodge their grievances.

Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013

There were no complaints reported under the prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013.

Fraud Reporting (Required by Companies Amendment Bill 2014)

No Fraud reported / observed during the financial year 2016 -17.

AUDITORS Statutory Auditors

M/s. J. P. Chaturvedi & Co. Chartered Accountants (Firm Registration No130274W)the outgoing auditors has completed his term as Statutory Auditor at the conclusion ofthis Annual General Meeting and It is proposed to appoint M/s. Laxmikant Kabra & Co.Chartered Accountants (Firm Registration No: 117183W)as Statutory Auditor of the Companyfor the period of 5 Years to hold office from the conclusion of 35th Annual GeneralMeeting of the Company till the conclusion of the 40th Annual General Meeting subject toratification by members at each Annual General Meeting.

The Company has received a letter from M/s. Laxmikant Kabra & Co. CharteredAccountants (Firm Registration No: 117183W) to the effect that their appointment if madewould be maintain be within the prescribed limit under Section 141(1) (g) of the CompaniesAct 2013 and that they are willing to act as Statutory Auditors of the Company. Asrequired under Regulation 33 of the SEBI (LODR) Regulations 2015 the Auditors have alsoconfirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India pursuant to Section 139(2) of the Act.

Notes on financial statement referred to in the Auditors' Report are self-explanatoryand do not call for any further comments. The Auditors' Report does not contain anyqualification reservation or adverse remark.

Secretarial Audit Report

A Secretarial Audit was conducted during the year by the Secretarial Auditor M/sAmruta Kothari & Associates Practicing Company Secretaries Mumbai in accordance withProvisions of Section 204 of the Act. The Secretarial Auditors Report is attached asAnnexure II and forms part of this Report. There are Qualifications or Observations orremarks made by the Secretarial Auditor in the report.

Management and reply to the observation raised in the Secretarial Audit Report is asunder:

Observation Reply
Non compliance under section 203 of the Act with respect to the appointments of key managerial personnel. Considering the size and operations of the company the company is unable to find suitable candidates for appointment; however the Company has invited applications for appointment in newspaper publications for Company Secretary and CFO.
Non Compliance against section 179 of Act with respect to filing of MGT 14 regarding approval of Board Report. Due to some operational delay form has not been filed in prescribed time.
Non Compliance against section 160 of the Act regarding Intimation to the ROC for appointment and resignation of Directors. Due to some operational delay form has not been filed in prescribed time.

Cost Auditors

Requirements of Appointment of Cost Auditors of the company are not applicable to thecompany. Surplus Finds

The Company has some surplus funds lying and Directors have decided to use such surplusfunds for lending and investment purposes.

Stock Exchange

The Company's equity shares are listed at BSE Limited vide scrip code 508867 and theAnnual Listing Fees for the year 2016-17 has been paid.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March201 7 the applicable accounting standards had been followed along with proper explanationrelating to material departures;

The directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 201 7.

b) The directors 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;

c) The directors had prepared the annual accounts on a going concern basis;

d) The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

e) The proper internal financial controls are in place and that such internal financialcontrols are adequate and are operating effectively.

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.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders bankersprofessionals clients and devoted employees for their support.

For and on behalf of the Board of Directors
New Markets Advisory Limited
Mr. Prakash Shah Mr. Shirish Shetye
Place: Mumbai Director Director
Date: 1.09.2017 DIN - 01136800 DIN -00148086