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Abhijit Trading Company Ltd.

BSE: 539560 Sector: Financials
NSE: N.A. ISIN Code: INE994N01019
BSE 05:30 | 01 Jan Abhijit Trading Company Ltd
NSE 05:30 | 01 Jan Abhijit Trading Company Ltd

Abhijit Trading Company Ltd. (ABHIJITTRADING) - Director Report

Company director report

To

The Members Abhijit Trading Co. Limited

The Directors have pleasure in presenting before you the 39th Annual Reporton the business and operations of the Company along with the Audited Financial Statementfor the financial year ended 31st March 2021.

FINANCIAL SUMMARY HIGHLIGHTS:

(' in '000')

Particulars st 31 March 2021 st 31 March 2020
Total Income 3386 3382
Total Expenses 1304 1924
Profit/(Loss ) before Tax 2083 1458
Tax Expense:
• Current Tax 579 369
• Deferred Tax (1) (1)
Net Profit after Tax 1504 1090

1. STATE OF COMPANY AFFIARS:

During the financial year 2020-21 the Company has earned a total income of Rs. 3386thousand against a total income of Rs. 3382 thousand in the previous year. The Companyhas earned a Net Profit of Rs. 1504 thousand against a profit of Rs. 1090 thousand inthe previous year. The Directors are optimistic about future performance of the Company.

2. GLOBAL HEALTH PANDEMIC FROM COVID-19

As all know The World Health Organization has declared a global pandemic of the NovelCorona virus disease (COVID-19). In keeping with its employee-safety first approach theCompany quickly instituted measures to trace all employees and be assured of theirwell-being. Our teams reacted with speed and efficiency and quickly leveraged technologyto shift the workforce to an entirely new ‘work-from-home’ model. Proactivepreparations were done in our work locations during this transition to ensure our officesare safe.

3. WEB ADDRESS OF ANNUAL RETURN

The Web Address where Annual Return of the Company for the Financial Year 2020-21referred in sub-section

(3) of Section 92 has been placed is mentioned below:

www.abhijittrading.in.

However the Extract of Annual Return (MGT-9) also annexed herewith marked asAnnexure-I.

4. CHANGE IN NATURE OF BUSINESS:

There was no change in the nature of business of company.

5. DIVIDEND

No Dividend was declared during the year.

6. TRANSFER TO RESERVES:

The Company did not transfer any amount to the General Reserves.

7. SHARE CAPITAL:

The Paid up Equity Share Capital as on 31st March 2021 was ' 14661950/-.There has been no change in the equity share capital of the company during the year.

8. DEPOSITS:

During the year the Company has not invited/accepted any deposits under Companies Act2013.

9. SUBSIDARIES ASSOCIATED AND JOINT VENTURE COMPANIES:

There are no subsidiaries associated and joint venture companies of the Company.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTOR RETIRE BY ROTATION:

Mr. Virendra Jain Managing Director of the Company is liable to retire by rotation atthe ensuing Annual General Meeting and being eligible offer himself for re-appointment.The Board of Directors recommends his re-appointment.

INDEPENDENT DIRECTORS:

The Independent Directors hold office for a fixed term of five years subject toreappointment and are not liable to retire by rotation.

The Independent Directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of the Companies Act 2013 as well as SEBI (ListingObligations And Disclosure Requirements) Regulations 2015.

The policy for Familiarization of Independent Director is also placed on Website of thecompany i.e. www.abhihtt.rading.in respectively. During the Year one (1) Meeting held inthe F.Y. 2020-21 on 22.02.2021 of the Independent Directors.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations AndDisclosure Requirements) Regulations 2015 the Board has carried out an annual performanceevaluation of its own performance the directors individually as well as the evaluation ofthe working of its Audit Nomination & Remuneration Stakeholders’ RelationshipCommittee and Risk Management Committees.

KEY MANAGERIAL PERSONNEL:

The following persons have been designated as Key Managerial Personnel of the Companypursuant to Section Section 203 of the Act read with the Rules framed there under:

A. Mr. Virendra Jain Managing Director

B. Ms. Heena Arya Chief Financial Officer*

C. Mr. Akshay Khare Company Secretary

*Ms. Heena Arya Chief Financial Officer of the Company has tender her resignation fromthe aforesaid post w.e.f. June 24 2020.

11. DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provision of section 134(5) of the Companies Act 2013 the Boardconfirms and submits the Director’s Responsibility Statement:

• In the preparation of the Annual Accounts the applicable Accounting Standardshave been followed along with proper explanation relating to material departures;

• The Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that were 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 of the Company for the year under review;

• The Directors have taken proper & sufficient care of the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for prevention & detecting fraud &other irregularities;

• The Directors have prepared the accounts for the year ended 31stMarch 2021 on a going concern basis.

• The directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

• The directors had devised proper system to ensure compliance with the provisionof all applicable laws and that such systems were adequate and operating effectively.

12. MEETINGS:

(a) BOARD MEETINGS

The Board of Directors duly met Seven times (7) times during the Financial Year from 1stApril 2020 to 31st March 2021. The dates on which meetings were held are asfollows:

10.05.2020 23.06.2020 02.07.2020 09.09.2020 11.11.2020 24.11.2020 & 21.01.2021

The periodicity between two Board Meetings was within the maximum time gap asprescribed in the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015/Companies Act 2013.

The Composition of the Board of Directors their attendance at Board Meetings and lastAnnual General Meeting is as under:

Name of Director Designation Category

Number of Board Meetings

Attendance of Last AGM
Directors entitled to attend Directors attended
Mr. Virendra Jain Managing Director Executive & Promoter 7 7 Yes
Ms.Rajni Tanwar Woman Director Non Executive Independent Professional 7 7 Yes
Mr. Deepu Singh Director Non Executive & Independent 7 7 Yes
Mr. Anil Director Non Executive Director 7 7 Yes

(b) COMMITTEE MEETINGS:

(i) AUDIT COMMITTEE

The Audit Committee comprises three Members. During the year Four (4) Audit CommitteeMeetings were convened and Held.

Meetings of the Committee:

The Committee met 4 times on 23.06.2020 09.09.2020 11.11.2020 & 21.01.2021 duringthe financial year ended on March 31 2021.

During the year the Company has re-constituted the Audit Committee Ms. Rajni Tanwarre-designated as Chairperson & Mr. Anil re-designated as Member of the AuditCommittee.

The Composition of audit committee and their attendance at the meeting are as under:-

Name of Members

Category/ Designation

No. of Meetings

Members entitled to attend Members attended
Mr. Anil Chairperson/member 4 4
Ms. Rajni Tanwar Chairperson/member 4 4
Mr. Deepu Singh Member 4 4

(ii) NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee comprises three members all are NonExecutive Directors. During the year three (3) Nomination & Remuneration CommitteeMeetings was convened and held.

Meetings of the Committee:

The Committee met 3 times on 22.06.2020 02.07.2020 & 20.11.2020 during thefinancial year ended on March 31 2021.

During the year the Company has re-constituted the Nomination & RemunerationCommittee Ms. Rajni Tanwar re-designated as Chairperson & Mr. Anil re-designated asMember of the Nomination & Remuneration Committee.

The Composition of Nomination & Remuneration Committee and their attendance at theMeeting are as under:-

Name of Members

Category/ Designation

No. of Meetings

Members entitled to attend Members attended
Mr. Anil Chairperson/Member 3 3
Ms. Rajni Tanwar Chairperson/Member 3 3
Mr. Deepu Singh Member 3 3

The amended/ updated policy of nomination policy is also placed on website of thecompany i.e. www.abhijittrading.in respectively.

(ii) STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee comprises three members. During the year two(2) Stakeholders Relationship Committee Meetings was convened and held.

Meetings of the Committee:

The Committee met 2 times on 11.05.2020 & 20.11.2020 during the financial yearended on March 31 2021.

The Composition Stakeholders’ Relationship committee and their attendance at themeeting are as under:-

Name of Members

Category/ Designation

No. of Meetings

Members entitled to attend Members attended
Ms. Rajni Tanwar Chairperson 2 2
Mr. Anil Member 2 2
Mr. Deepu Singh Member 2 2

Compliance Officer:

Name of the Compliance Officer Contact Details E-Mail ID
Mr. Akshay Khare 011-23637497 abhij itrading@gmail .com

(iii) RISK MANAGEMENT COMMITTEE:

The Risk Management Committee comprises three members. During the year two (2) RiskManagement Committee Meetings were convened and held.

Meetings of the Committee:

The Committee met 2 times on 11.05.2020 & 20.11.2020 during the financial yearended on March 31 2021.

The Composition Risk Management committee and their attendance at the meeting are asunder:-

Name of Members

Category/ Designation

No. of Meetings

Members entitled to attend Members attended
Mr. Anil Chairperson 2 2
Ms. Rajni Tanwar Member 2 2
Mr. Deepu Singh Member 2 2

13. SHAREHOLDERS MEETING

There is only one Share Holders Meeting i.e. (Annual General Meeting) has been held onWednesday 29th Day of July 2020 at 01:00 P.M. IST through Video Conferencing("VC") / Other Audio Visual Means ("OAVM")

14. PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS:

During the Financial Year No Loan Guarantees and Investments made by the companyunder section 186 of the Company Act 2013. Details of Loans Guarantees and investmentsoutstanding as on 31st March 2020 are given in the notes to the financialstatements.

15. DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM:

Pursuant to the provision of section 177(9) & (10) of the Companies Act 2013theCompany has formulated a Whistle Blower Policy to establish a vigil mechanism forDirectors and employees of the Company to report concerns about unethical behavior actualor suspected fraud or violation of the company’s code of conduct or ethics policy.The amended/updated Whistle Blower Policy is available on the website of the Company

i.e. www.abhijittrading.in.

16. INTERNAL FINANCIAL CONTROL SYSTEM:

The Company has in place well defined and adequate internal controls commensurate withthe Size of the Company and same were operating throughout the year. The Company has inhouse Internal Audit Function.

17. CORPORATE GOVERNANCE:

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirements)Regulation 2015 Report on Corporate Governance is not applicable as the Company iswithin the prescribed limit that the Paid up Share Capital of the Company is INR14661950/- (One Crore Fourty Six Lakh Sixty One Thousand Nine Hundred Fifty Only) andNet worth is INR 89031818/- (Eight Crore Ninety Lakhs Thirty One Thousand Eight HundredEighteen Only) as on 31st March 2021.

18. MANAGEMENT DISCUSSION ANALYSIS REPORT:

The Management Discussion and Analysis Report is applicable to the company as per theRegulation 34 under SEBI (Listing Obligation and Disclosures requirements) Regulation2015 and annexed herewith marked as Annexure-II.

19. AUDITORS

(a) STATUTORY AUDITORS:

At the 37th AGM held on September 19 2019 the Members approved appointment of MAK& Co. Chartered Accountants (Firm Registration No. 028454N) as Statutory Auditors ofthe Company to hold office for a period of five years from the conclusion of that AGM tillthe conclusion of the 42nd AGM subject to ratification of their appointment by Members atevery AGM if so required under the Act.

The requirement to place the matter relating to appointment of auditors forratification by Members at every AGM has been done away by the Companies (Amendment) Act2017 with effect from May 7 2018. Accordingly no resolution is being proposed forratification of appointment of statutory auditors in the AGM.

However A Certificate from the Auditors has been received in the Annual GeneralMeeting of the Company to the effect that their appointment if made would be within thelimits prescribed under section 141(3)(g) of the Companies Act 2013 and that they are notdisqualified to be appointed as statutory auditors in terms of the provisions of theproviso to section 139(1) section 141(2) and section 141(3) of the companies Act 2013and the provisions of Companies (Audit and Auditors) Rules 2014.

• Statutory Auditor’s Report

The Auditors have given an audit report on financial of 2020-21 and annexed herewithmarked as Annexure-III.

• Statutory Auditor’s Observations

The observations made by Auditors with reference to notes to account are Selfexplanatory and need no comments. The Board of Directors considered the matter and seekingto resolve the matter if any.

(b) SECRETARIAL AUDITORS:

The Company has appointed FCS Amod Kumar (Practicing Company Secretaries) asSecretarial Auditor to conduct the Secretarial Audit for the year 2020-21.

• Secretarial Auditor‘s Report

The Secretarial Audit Report is annexed herewith marked as Annexure-IV to this reportin Form No. MR-3.

• Secretarial Auditor‘s Observations

The observations made by Auditors with reference to notes to account are mentioned inthe MR-3 in Annexure-IV The Board of Directors considered the matter and seeking toresolve the matter.

(c) INTERNAL AUDITOR

The Company has appointed Mr. Deepak Kumar Bhojak as an Internal Auditor of the Companyfor the financial year 2020-21.

• Internal Auditor’s Report

Mr. Deepak Kumar Bhojak placed the internal audit report to the Company.

• Internal Auditor’s Observations

Internal Audit Report is Self-explanatory and need no comments.

20. MAINTENANCE OF COST RECORDS

Maintenance of Cost Audit Records as specified by the Central Government undersub-section (1) of Section 148 of the Companies Act 2013 is not applicable to the Companyand accordingly such accounts and records are not required to be made and maintained.

Also Cost Audit is not applicable to the Company.

21. PARTICULARS OF EMPLOYEES

Disclosure under Section 197(12) and Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.

1. Ratio of remuneration of each director to the median remuneration of the employeesof the company for the financial year ended 31st March 2021.

Sr. Name of Directors No. Remuneration P.A Ratio to Median Remuneration of Employees
1. Virendra Jain NIL NIL

Note: No sitting fees paid to Independent Directors and Non-executive director andhence not included in the above table.

2. The percentage increase in remuneration of each director CFO CEO Company Secretaryor Manager if any in the financial year 2020-21: NIL

3. Percentage increase in median remuneration of employees in the financial year: NIL

4. The number of permanent employees on the rolls of the company as on 31stMarch 2021 is 3

5. Affirmation that the remuneration is as per the remuneration policy of the company:

Pursuant to Rule 5(1)(Xii) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 it is affirmed that the remuneration paid to the Directors KeyManagerial Personnel and senior management is as per the Remuneration Policy of yourCompany.

22. DEMATERIALISATION OF SHARES:

The Company has connectivity with NSDL & CDSL for dematerialization of its equityshares. The ISIN No. INE994N01019 has been allotted for the Company. Therefore the matterand/or investors may keep their shareholding in the electronic mode with their DepositoryParticipates. 97.083 % of the Company’s Paid-up Share Capital is in dematerializedform as on 31st March 2021 and balance 2.917% is in physical form.

23. LISTING OF SHARES

The Company has got listed 1466195 Equity Shares of INR 10/- each on Bombay StockExchange (BSE).

24. HEALTH SAFETY AND ENVIRONMENT PROTECTION:

The Company has complied with all the applicable environmental law and labour laws. TheCompany has been complying with the relevant laws and has been taking all necessarymeasures to protect the environment and maximize worker protection and safety.

25. HUMAN RESOURCES

People remain the most valuable asset of your Company. Your Company follows a policy ofbuilding strong teams of talented professionals. Your Company continues to build on itscapabilities in getting the right talent to support different products and geographies andis taking effective steps to retain the talent. It has built an open transparent andmeritocratic culture to nurture this asset.

The Company recognizes people as its most valuable asset and The Company has kept asharp focus on Employee Engagement. The Company’s Human Resources is commensuratewith the size nature and operations of the Company.

26. DISCLOSURE OF FRAUDS IN THE BOARD’S REPORT UNDER SECTION 143 OF THE COMPANIESACT 2013

During the year under review your Directors do not observe any transactions whichcould result in a fraud. Your Directors hereby declares that the Company has not beenencountered with any fraud or fraudulent activity during the Financial Year 2020-2021.

27. SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL)ACT 2013:

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at the Workplace (Prevention Prohibition &Redressal) Act 2013. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed offduring the year 202021:-

• No of complaints received NIL
• No of complaints disposed off : N.A.

The policy is available on the website of the company i.e. www.abhijittrading.in.

28. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

The assets of the Company are adequately insured against the loss of fire riotearthquake terrorism loss of profits etc other risks which considered necessary by themanagement. The Company has been addressing the various risks impacting the Company andpolicy of the Company on risk management is continuously reviewed by Management of theCompany.

29. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES:

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable in the Company.

30. MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF THE FINANCIAL YEAR OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Except as disclosed elsewhere in the Report there have been no material changes andcommitments made between the end of the financial year of the company and the date of thisreport.

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS. COURTS ANDTRIBUNALS:

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company’s operations in future.

32. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS &OUTGO:

The information pertaining to conservation of energy technology absorption Foreignexchange Earnings and outgo as required under Section 134(3) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished

(a) Conservation of energy:

Steps taken / impact on conservation of energy with special reference to thefollowing:

Steps taken by the company for utilizing alternate sources of energy including wastegenerated: NIL

(b) Technology absorption:

Efforts in brief made towards technology absorption. Benefits derived as a result ofthe above efforts e.g. product improvement cost reduction product development importsubstitution etc.

The Company has not taken any technical knowhow from anyone and hence not applicable.

In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year) following information may be furnished:

The Company has not imported any technology and hence not applicable.

Expenditure incurred on Research and Development: The Company has not incurred anyexpenditure on research and development.

(c) Foreign Exchange Earnings/ Outgo:

Foreign Exchange Earnings And Outgoings 31st March 2021 31st March 2020
Earnings in Foreign Currency (FOB Value of exports) NIL NIL
Expenditure in Foreign Currency NIL NIL

32. SECRETARIAL STANDARDS OF ICSI

Pursuant to the approval by the Central Government to the Secretarial Standardsspecified by the Institute of Company Secretaries of India on April 10 2015 theSecretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings(SS-2) came into effect from July 01 2015. Thereafter Secretarial Standards were revisedwith effect from October 01 2017. The Company follows the Secretarial Standards.

33. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Form AOC-2 is being attached to Annual Report in which details are given.

34. SHIFTING OF REGISTERED OFFICE OF THE COMPANY

During the year Company has shifted its registered office from 16/121-122 Jain BhawanFaiz Road W.E.A Karol Bagh New Delhi-110005 to Chl No. 350/2801 Motilal Nagar 2 OppShankar Temple Goregaon (W) Mumbai- 400062 Maharashtra.

35. MAINTAINING OF CORPORATE OFFICE OF THE COMPANY

The Company has maintained its Corporate office of the Company at 16/121-122 JainBhawan Faiz Road W.E.A Karol Bagh New Delhi-110005.

ACKNOWLEDGEMENT:

The Directors are thankful to the Bankers Customers Dealers and Vendors for theirvaluable support and assistance.

The Directors wish to place on record their appreciation of the commendable work donededication and sincerity by all the employees of the Company at all levels during the yearunder review.

The Company will make every effort to meet the aspirations of its shareholders and wishto sincerely thank them for their whole hearted co-operation and support at all times.

FOR ABHIJIT TRADING CO. LIMITED
Date: 02.09.2021 RAJNI TANWAR VIRENDRA JAIN
Place: New Delhi DIRECTOR MANAGING DIRECTOR
DIN: 08201251 DIN: 00530078

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