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Sobhagya Mercantile Ltd.

BSE: 512014 Sector: Financials
NSE: N.A. ISIN Code: INE754D01018
BSE 05:30 | 01 Jan Sobhagya Mercantile Ltd
NSE 05:30 | 01 Jan Sobhagya Mercantile Ltd

Sobhagya Mercantile Ltd. (SOBHAGYAMERCANT) - Director Report

Company director report

To

The Members

Sobhagya Mercantile Limited.

Your Directors have pleasure in presenting the Thirty-third Annual Report with theaudited statement of Accounts for the year ended 31st March 2017.

Financial Results:

Summary of the working result of the company for the Thirty- third Accounting Yearended 31st March 2017 are given as below:

Rs.

Rs.

2016-17

2015-16

Gross Profit/(Loss) (9666.00)

(396275.00)

Less: Depreciation -

-

Profit/fLoss) before tax (9666.00)

(396275.00)

Less: Income Tax paid earlier year -

-

Profit/(Loss) after tax (9666.00) (396275.00)
Less: Adjustment on Account of Depreciation as per Schedule II of Companies Act 2013 . _
Add: Balance brought forward from previous year

(285167.00)

(9666.00)

(681442.00)

Dividend:

On account of accumulated losses your directors regret their inability to recommendpayment of dividend for the financial year under review.

Transfer to Reserves

The Company has not transferred any amount to reserves.

Operation:

The Company has reported total income of Rs 405218/- (Previous year Rs.5118/-). TheNet Loss for the year under review amounted to Rs. 9666/- (Previous year loss ofRs.396275/-).

Material Changes between the date of the Board report and end of financial year.

There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.

Significant and material orders passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future:

During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.

Subsidiary Company:

The Company does not have any subsidiary during the year under review.

Statutory Auditor & Audit Report:

M/s. Vijay R. Tater & Co. Chartered Accountants who are the statutory auditors ofyour Company hold office until the conclusion of the Thirty-fifth AGM to be held in theyear 2019 subject to ratification of their appointment at every AGM. The Members year onyear will be requested to ratify their appointment as Auditors and to authorise theBoard of Directors to fix their remuneration. The Audit committee and Board of directorsrecommend the ratification of their appointment in the forthcoming annual general meeting.

The notes on accounts referred to in the Auditors' Report are self-explanatory andtherefore do not call for any further explanations/comments.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 the Company hasappointed M/s. R.S. Mittal & Co. Company Secretaries to undertake the secretarialaudit of the Company for the financial year 2016-17. The Secretarial Audit Report for thefinancial year ended 31st March 2017 is attached as Annexure ‘I' and forms apart of the reports of the Directors.

The observation made by the secretarial auditors in their report are self-explanatoryand therefore do not call for any further explanations/comments.

Change in the nature of business:

There is no change in the nature of the business of the company

Director:

Ms. Sneh Lata Gupta shall be retiring by rotation at the forthcoming Annual GeneralMeeting and being eligible offers herself for reappointment.

Mr. Mukesh Nolkha being absent from all the Board Meetings held during last 12 Monthsvacated his office w.e.f. 30.05.2017 under Section 167(1)(b) of the Companies Act 2013.

Declaration by Independent Directors:

All the independent directors have submitted the declaration of independence asrequired under Section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as provided in Section 149 (6) of Companies Act 2013.

Fixed Deposits:

During the period under review your company has not accepted any deposits ascontemplated under the provisions of section 73 of the Companies Act 2013. There are nodeposits unpaid or unclaimed at the year-end.

Conservation of Energy Technology Absorption:

Your Company is a Non-Banking Finance Company and is not engaged in manufacturingactivity of any kind. The disclosure of information relating to conservation of energy andtechnology absorption is therefore not applicable to your Company.

Foreign Exchange Earning & Outgo:

There were no foreign exchange earnings or outgo for your Company during the year.

Corporate Social Responsibility:

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit is not required to formulate policy on corporate social responsibility.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL

Sr.No. Name of Directors

Date of Appointment

Date of Cessation

1 Mr. Brijmohan Kabra

07/04/1986

--

2 Mr. Mukesh Nolkha

01/02/2001

30/05/2017

3 Mr. KaushalAtulMehta

30/03/2012

--

4 Ms. Sneh Lata Gupta

27/03/2015

--

During the year under review 5 (Five) Board meetings were held details of which aregiven below. The intervening gap between the Meetings was within the period prescribedunder the Companies Act 2013.

Date of Meeting

No. of Directors attended the meeting

30/05/2016

3

31/07/2016

3

25/08/2016

3

30/10/2016

3

29/01/2017

3

Audit Committee

The Board of Directors has constituted an Audit Committee and empowered the committeeto deal with all such matters which it may consider appropriate to perform as auditcommittee including items specified in Section 177(4) of the Companies Act 2013 (as maybe modified/amended from time to time) and such matters as may be assigned from time totime by the Board of Directors. The details of composition meetings and attendance of theMeetings of the Audit Committee are as under:-

Name Category Designation

No. of Meetings

Held

Attended

1 Mr. Brijmohan Kabra Independent NonExecutive Chairman

5

5

2 Mr. Mukesh Nolkha Independent NonExecutive Member

5

0

3 Mr. Kaushal Atul Mehta Independent NonExecutive Member

5

5

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

Nomination And Remuneration Committee

The Board constituted Nomination and Remuneration committee. The Committee hasformulated a Nomination and Remuneration Policy.

Director's Responsibility statement:

The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 in thepreparation of the annual accounts for the year ended 31st March 2017 andstate that:

(i) in the preparation of the Annual Account the applicable Accounting standards havebeen followed with proper explanation relating to material departures;

(ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewand of the state of affairs of the Company at the end of the financial year and of theprofits of the Company for that period;

(iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be following by the company andthat such internal financial controls are adequate and operating effectively: and

(vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

Risk Management Policy

The Company's risk management framework is based on a clear understanding of variousrisks disciplined risk assessment and measurement procedures and continuous monitoring.The policies and procedures established for this purpose are continuously benchmarked withgroup's best practices and guidelines and in line with the local laws and regulations. TheBoard of Directors has oversight on all the risks assumed by the Company. The businessactivities are undertaken within this defined policy framework.

Company's policy on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director andother matters provided under sub-section (3) of section 178;

In terms of Section 178 of the Companies Act 2013 and the Listing Agreement theNomination and Remuneration Committee oversee the Company's nomination process for thesenior management and specifically to identify screen and review individuals qualified toserve as Executive and Non - executive Directors Independent Directors consistent withcriteria approved by the Board and to recommend for approval by the Board nominees forelection at the AGM of the shareholders. The Committee has the overall responsibility ofapproving and evaluating the compensation plans policies and programs for Directors andthe senior management. The Committee further coordinates and oversees the annualself-evaluation of the performance of the Board Committees ' and of individual Directors.

Particulars of loans guarantees or investments under section 186:

During the year under review the Company has not advanced any loans/ given guarantees/made investments.

Particulars of Employee:

None of the employee has received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Corporate Governance and Management Discussion and Analysis Report:

This is not applicable/ mandatory as per requirement of applicability of Regulation 15of SEBI (Listing obligation and disclosure requirements) Regulations 2015.

Extract Of The Annual Return In Form MGT-9:

The details forming part of extract of annual return as per Form MGT- 9 is annexedherewith as Annexure - ‘II'.

Related Party Transactions:

All related party transactions that were entered into during the financial year were onan arm S length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large. Hence form AOC - 2 is not applicableto the Company.

Acknowledgement:

Your Directors would like to express their appreciation for co-operation and assistancereceived from the shareholders bankers government authorities and employees during theyear under review.

On behalf of the Boards of Directors
Sd/- Sd/-
Place : Mumbai Brijmohan Kabra Kaushal Mehta
Dated: 22/08/2017 Director Director