The Board of Directors hereby submits the report of the business and operations of yourCompany (Alora') along with the audited financial statements for the financial yearended 31st March 2017.
1. FINANCIAL RESULTS:
| || ||(Amount in Lakh) |
|Particulars ||2017 ||2016 |
|Total Income ||131.75 ||147.01 |
|Total Expenses ||34.52 ||56.51 |
|Profit/(Loss)before Tax ||97.23 ||90.50 |
|Less: Tax ||35.68 ||27.97 |
|Profit/(Loss)after tax ||61.55 ||62.53 |
2. BUSINESS OPERATIONS:
During the year under review the management of the Company has not carried out anyoperational activity. However the Company has generated revenue in the form of otherincome (i.e. interest on un-secured loans and advances given by the Company). The loansand advance are idle funds from the Company's infrastructure development project that weregiven by the Company in the best interest of its stakeholders. The Company is in theprocess of carrying operations of its core business activity in this year to come.
In order to preserve funds for future business endeavours your directors have notrecommended any dividend for this financial year.
We have not accepted any fixed deposits and as such no amount of principal orinterest was outstanding as of the Balance Sheet date.
5. SHARE CAPITAL:
Authorized Share Capital:
The Authorized Share Capital of the Company as at March 31 2017 is Rs. 130000000/-divided into 13000000 Equity Shares of Rs. 10/- each.
Issued & Subscribed Share Capital:
The Issued & Subscribed Capital of the Company as at March 31 2017 is Rs.124425000/- divided into 12442500 Equity Shares of Rs. 10/- each.
During the year under review the Company has not issued any shares. The Company hasnot issued shares with differential voting rights. It has neither issued employee stockoptions nor sweat equity shares and does not have any scheme to fund its employees topurchase the shares of the Company.
6. TRANSFER TO RESERVES:
The credit balance of Profit and Loss account is transferred to reserves in Balancesheet.
7. LISTING OF SECURITIES:
The Company's shares are Listed on BSE Limited and Calcutta Stock Exchange Limited.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mrs. Bhavna Kesur (DIN: 07726094) and Mr. Veepul Gohill (DIN: 05322517) were appointedas Additional Directors on the Board of the Company on 14th February 2017. Itwas proposed by the Board to designate Mrs. Bhavna Kesur as Non-Executive Director and Mr.Veepul Gohill as Managing Director of the Company subject to approval of shareholders ofthe Company in the Annual General Meeting of the Company for FY 2016-17.
Mr. Rajendra Jadhav (DIN: 07726096) and Mr. Dinesh Chauhan (DIN: 07725085 ) wereappointed as Additional Non-Executive Independent Directors of the Company in BoardMeeting held on 20th April 2017 subject to approval of shareholders at theAnnual General Meeting of the Company.
Resolutions for re-appointment of these Directors on the Board of the Company form partof the Notice convening the ensuing Annual General Meeting of the Company. Brief profileof the Director proposed to be re-appointed as required under SEBI Listing Regulations2015 is part of the notice convening the Annual General Meeting.
Ms. Rohini Sehgal resigned from the Directorship of the Company w.e.f 14thFebruary 2017. Mr. Navin Rathod resigned from the Directorship of the Company w.e.f 20thMarch 2017 and Mr. Veepul Gohill was assigned to look into the day to day affairs of theCompany post resignation of Mr. Navin Rathod.
Mr. Santosh Mohite ceased to be Director of your Company w.e.f 20th April2017 and Mr. Hiren Padhiyar resigned from the Board of the Company on 4th July2017.
The Board places on record its appreciation for the services rendered by theseDirectors during their tenure with the Company.
Key Managerial Personnel:
During the year under review Ms. Nazia Khalil Sayyed resigned from the designation ofCompany Secretary of the Company w.e.f. 18th April 2016. Consequent to herresignation as Company Secretary Ms. Nazia Khalil Sayyed also ceased to be the ComplianceOfficer of the Company.
In her place the Company appointed Ms. Mansi Nagda as the Company Secretary andCompliance Officer of the Company w.e.f 20th June 2016 pursuant to theprovisions of Section 203 205 of the Companies Act 2013 read with Rule 8 of theCompanies (Appointment and Remuneration of Managerial Personnel Rules 2014.
9. REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:
For the year ended 31st March 2017 the Company has paid remuneration to KeyManagerial Personnel pursuant to Section 197 or any other applicable provisions of theCompanies Act 2013.
10. REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178:
Information regarding Director's Remuneration Policy and criteria for determiningqualifications positive attributes Independence of a Director and other matters providedunder section 178(3) are provided in the Corporate Governance Report.
Major criteria defined in the policy framed for appointment of and payment ofremuneration to the Directors of the Company is available on the website of the Company:www.aloratradingltd.com
11. BOARD INDEPENDENCE:
All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. In the opinion of the Board they fulfill the conditionsof independence as specified in the Act and the Rules made there under and are independentof the management.
12. MEETINGS OF BOARD AND COMMITTEES:
A calendar of Board and Committee Meetings to be held during the year was circulated inadvance to the Directors. Eight Board Meetings were convened and held during the year.
Currently the Company has following Committees:
Nomination and Remuneration Committee
Stakeholders Relationship Committee.
Details of the composition of the Board and its Committees and of the Meetings held andattendance of the Directors at such Meetings are provided in the Corporate GovernanceReport. The intervening gap between the Meetings was within the period prescribed underthe Act and the Listing Regulations.
13. PERFORMANCE EVALUATION:
Pursuant to the applicable provisions of the Act and the Listing Regulations the Boardhas carried out an annual evaluation of its own performance performance of the Directorsas well as the evaluation of the working of its Committees. The Nomination andRemuneration has defined the evaluation criteria procedure and time schedule for thePerformance Evaluation process for the Board its Committees and Directors.
14. DIRECTORS' RESPONSIBILITY STATEMENT:
In terms of the provisions of Companies Act 2013 the Directors state that:
In preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards have been followed along with proper explanationrelating to material departures;
The directors had selected such accounting policies as listed in the financialstatements and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give true and fair view of the state of affairs of theCompany at the end of the financial year as on 31st March 2017 and of the profit of theCompany for that period;
The directors had taken proper and sufficient care for maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
The directors had prepared the annual accounts on a going concern basis; and
The directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
The directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
15. AUDITORS AND THEIR REPORTS:
M/s. Chaitik Salot & Associates Chartered Accountants Mumbai were appointed asthe Statutory Auditors of the Company by the shareholders in their Annual General Meeting(AGM) held on 25th September 2015 for a period of 5 (Five) consecutive yearsfrom the conclusion of the aforesaid AGM. However the Auditors tendered theirresignation which was accepted by the Board in their meeting held on 4th July2017.
Pursuant to Section 139 of the Companies Act 2013 if casual vacancy is as a result ofthe resignation of an auditor such appointment shall also be approved by the company at ageneral meeting convened within three months of the recommendation of the Board and theAuditor shall hold the office till the conclusion of the next annual general meeting ofthe Company.
Thus consequent to the casual vacancy caused due to the resignation of M/s. ChaitikSalot & Associates Chartered Accountants the Board of Directors of the Company intheir Board Meeting held on 11th August 2017 have recommended the appointmentof M/s Tejas Nadkarni & Associates Chartered Accountants (Firm registration number135197W ) as the Statutory Auditors of the Company. M/s Tejas Nadkarni & Associatesshall hold office till the conclusion of the forthcoming Annual General Meeting of theCompany. Their appointment for a period of 5 (Five) years from the conclusion of theforthcoming Annual General meeting is placed as a resolution for approval of memberspursuant to Section 139(1) of the Companies Act 2013.
As per Section 138 of the Companies Act 2013 the Company has appointed M/s. J.L.Gandhi & Co. Chartered accountants (FRN No.102991W) as an internal auditors for theyear 2016-17 to conduct the internal audit and to ensure adequacy of the Internalcontrols adherence to Company's policies and ensure statutory and other compliancethrough periodical checks and internal audit.
As required under Section 204 of the Companies Act 2013 and Rules thereunder theBoard had appointed Nomita Verma Practicing Company Secretary as the Secretarial Auditorof the Company. Report of the Secretarial Auditor has been annexed as an Annexure to thisReport.
16. EXTRACT OF THE ANNUAL RETURN:
Pursuant to Section 92(3) of the Act and Rule 12(1) of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in Form MGT 9 is attached asAnnexure to the Board's Report.
17. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013:
Details of loans guarantee or investments made by your Company under Section 186 ofthe Companies Act 2013 during the financial year 2016-17 is appended in the notes to theFinancial Statements that form part of this Annual Report.
18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
There were no Related Party Transactions (RPTs) entered into by the Company during thefinancial year which attracted the provisions of Section 188 of the Companies Act 2013.There being no material' related party transactions as defined under Regulation 23of SEBI Listing Regulations 2015 there are no details to be disclosed in Form AOC-2 inthat regard.
The Policy on RPTs as approved by the Board is uploaded on the Company's websitewww.aloratradingltd.com.
19. PARTICULARS OF EMPLOYEES:
There were no employees during the whole or part of the year who were in receipt ofremuneration in excess of limits as covered under the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
20. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
There were no amounts which were required to be transferred to the Investor Educationand Protection Fund by the Company during the year under review.
21. HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:
The Company has no Holding/Subsidiary/Associate Company during the period under review.Hence statement containing salient features of the financial statement ofsubsidiaries/associate companies/joint ventures pursuant to first proviso to sub-section(3) of section 129 read with rule 5 of Companies (Accounts) Rules 2014 under Form AOC-1is not applicable to the Company.
22. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under the ListingObligations forms part of the Annual Report.
23. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:
The Board of Directors has adopted the Insider Trading Policy in accordance with theSEBI (Prohibition of Insider Trading) Regulations 2015. The Insider Trading Policy of theCompany lays down guidelines and procedures to be followed and disclosures to be madewhile dealing with shares of the Company as well as consequences of violation.
The policy has been formulated to regulate monitor and ensure reporting of deals byemployees and to maintain the highest ethical standards of dealing in Company securities.
The Insider Trading Policy of the Company covering code of practices and procedures forfair disclosure of unpublished price sensitive information and code of conduct for theprevention of insider trading is available on our website www.aloratradingltd.com.
24. CORPORATE GOVERNANCE:
A separate report on Corporate Governance is provided together with a Certificate fromthe Statutory Auditors of the Company regarding compliance of conditions of CorporateGovernance as stipulated under Listing Regulations.
All Board members and Senior Management personnel have affirmed compliance with theCode of Conduct for the year 2016-17. A declaration to this effect signed by the ExecutiveDirector of the Company forms part of this Annual Report.
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS
The particulars as prescribed under sub-section (m) of Section 134 of the CompaniesAct 2013 read with Rule 8 of Companies (Accounts) Rules 2014 are not applicable to theCompany. Hence reporting under this section is not required.
The Company has neither earned nor spent any foreign exchange during the year underreview.
26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has put in place adequate systems of internal control commensurate with itssize and the nature of its business. These systems provide a reasonable assurance inrespect of financial and operational information compliance with both applicable statutes& corporate policies and safeguarding of the assets of the company.
27. CORPORATE SOCIAL RESPONSIBILITY:
During the year under review the Company does not meet any of the criteria as set outin Section 135 of the Companies Act 2013 and Companies (Corporate Social ResponsibilityPolicy) Rules 2014. Hence the disclosure/reporting as applicable to CSR companies isnot applicable to the Company.
28. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Company has established a vigil mechanism by adopting a Whistle Blower Policy forDirectors and employees to report genuine concerns in the prescribed manner. The WhistleBlower policy/vigil mechanism provides a mechanism for the Directors/employees to reportviolations without fear of victimization any unethical behavior suspected or actualfraud violation of the Code of Conduct etc. which are detrimental to the organization'sinterest. The mechanism protects whistle blower from any kind of discriminationharassment victimization or any other unfair employment practice. It provides a mechanismfor employees to approach the Chairman of Audit Committee. During the year no suchincidence was reported and no personnel were denied access to the Chairman of the AuditCommittee. The Vigil Mechanism Policy is available on the Company's websitewww.aloratradingltd.com.
29. REGULATORY ACTIONS:
No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.
30. MATERIAL EVENTS:
During the year under review the Company received a confirmation Order from TheRegional Director Ministry of Corporate Affairs Kolkata dated 30th March2017 to shift the registered Office of the Company from Kolkata West Bengal to MumbaiMaharashtra.
Further there were no material changes and commitments affecting the financialposition of the Company which occurred during the financial year to which the financialstatements relate on the date of this report.
Your Directors express their appreciation for the dedicated and sincere servicesrendered by the employees of the Company and also sincerely thank the shareholders for theconfidence reposed by them in the Company and from the continued support and co-operationextended by them.
| ||By Order of the Board of Directors |
| ||For Alora Trading Company Limited |
| ||Sd/- |
| ||Veepul Gohill |
| ||Executive Director |
| ||DIN: 05322517 |
|Date: 7th September 2017 || |
|Place: Mumbai || |