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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 Fourth Annual Report together withthe Audited Accounts of the Company for the year ended 31st March 2016.

Financial Highlights

The business activities of the Company resulted in to the net loss of Rs. 103910/-as compared to net loss of Rs. 183658/- in the previous year In absence of any profitthe Directors are not recommending any dividend.

Extract of Annual Return

The extract of Annual Return in format MGT – 9 for the Financial Year 2015-16has been enclosed with this report.

Number of Board Meetings

During the Financial Year 2015-16 Six 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 15/05/2015 3 3
02 02/07/2015 3 2
03 14/08/2015 3 3
04 02/09/2015 3 2
05 09/11/2015 3 3
06 12/02/2016 3 3

Independent Directors’ Meeting

During the year under review Independent Directors met on 12th February 2016inter-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 Loan Guarantees and Investments under Section 186

Complete details of LGSI covered under Sec 186 of Companies Act 2013 as Attached inthe financial statements and notes there under.

Particulars of Contracts or Arrangements with Related Parties

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm’slength basis. During the year the Company had not entered into any contract / arrangement/ transaction with related parties which could be considered material in accordance withthe policy 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 Shikha Fatehpurai &Associates Practicing Company Secretary 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

Ms. Rupinder Kaur (DIN – 07089356) was appointed as additional Director who holdsoffice till conclusion of ensuing Annual General Meeting. However due to other commitmentshe had expressed her inability for re-appointment. The Board is considering appointingsuitable person to replace her.

During the year under review Mr. Komal Singh Jaroli resign as Director. The Board likesto place on records appreciation for his contribution to the Company.

Sr. No. 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. Komal Singh Madanlal Jaroli
2/102 Manish Darshan J.B.Nagar Andheri (east) Mumbai 400059 Maharashtra India Non-Executive Independent Director 30/12/2005 (Resigned on 09/11/2015) 00193584
3. Mr. Prakash Shah
13 Prem Niwas 652 Dr Ambedkar Road Khar Mumbai 400052 Maharashtra India Director 30/07/1996 01136800
4. RUPINDER AMARJIT SINGH KAUR
B/16/258 MOH SUNDER NAGAR DHAHGU ROAD PATHANKOT GURDASPUR 145001 PB IN Additional Director 09/11/2015 (appointed on 09/11/2015) 07089356

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) Mr. Komal Singh Mohan Lal Jaroli (Till 9/11/2015) Ms. Rupinder Singh Kaur(w.e.f. 9/11/2015) and Mr. Prakash B. Shah as other member. Recommendations made by theAudit 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) Mr. Komal Singh Mohan LalJaroli (Till 9/11/2015) Ms. Rupinder Singh Kaur (w.e.f. 9/11/2015) and executive DirectorMr. Prakash B. Shah as other member.

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 2016.

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 2015 -16.

AUDITORS Statutory Auditors

In terms of provisions of the section 139(1) of the Companies Act 2013 theappointment of M/s J. P. Chaturvedi & Co. Chartered Accountants Mumbai is placed forapproval by the shareholders.

The Notes on financial statement referred to in the Auditors’ Report areself-explanatory and do not call for any further comments. The Auditors’ Report doesnot contain any qualification reservation or adverse remark.

Secretarial Audit Report

A Secretarial Audit was conducted during the year by the Secretarial Auditor M/sShikha Fatehpuria & Associates Practicing Company Secretaries Mumbai in accordancewith Provisions 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.
Nonpayment of Annual Listing Fees during the period of Audit. The listing fees will be paid in due course.

Cost Auditors

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

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 March2016 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 2016.

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: 13.08.2016 DIN – 01136800 DIN –00148086