ASSAM ENTRADE LIMITED
Your Board of Directors ("Board") take pride inpresenting their 35" Annual Report together with the Audited Financial Statements(both on standalone and consolidated basis) ("Financial Statements") forthe Financial Year ended on March 31 2020 ("FY 2019-20" or "periodunder review"). The summarised consolidated and standalone financial performanceof your Company is as follows:
1. FINANCIAL HIGHLIGHTS
(Amount in Rs. Lakhs)
|Particulars ||Standalone ||Standalone ||Consolidated ||Consolidated |
| ||For the Year ended 31st March 2020 ||For the Year ended 31st March 2019 ||For the Year ended 31st March 2020 ||For the Year ended 31st March 2019 |
|Revenue from Operations ||777.55 ||421.18 ||778.12 ||421.60 |
|Other Income ||285.20 ||179.36 ||285.20 ||179.36 |
|Total Income ||1062.75 ||600.54 ||1063.32 ||600.96 |
|Total Expenses ||897.18 ||410.22 ||897.54 ||410.44 |
|Profit before tax and exceptional items ||165.57 ||190.32 ||165.78 ||190.52 |
|Less: Exceptional Item ||0 ||0 ||0 ||0 |
|Less: Share of net profit/loss of subsidiaries ||- ||- ||0.07 ||0.07 |
|Profit before Tax (PBT) ||165.57 ||190.32 ||165.71 ||190.45 |
|Tax Expenses: || || || || |
|Less: Net Current Tax ||67.69 ||59.33 ||67.75 ||59.39 |
|Add: Deferred Tax ||(55.46) ||(10.50) ||(55.46) ||(10.50) |
|Net Profit/(Loss) after tax (PAT) ||153.34 ||141.49 ||153.42 ||141.57 |
|Total Comprehensive Income || || || || |
|Attributable to || || ||153.42 ||141.57 |
|Owners to the Parent || || ||0.07 ||0.07 |
|Non Controlling Interest || || || || |
|Earnings per share (Basic &Diluted) ||10.65 ||9.83 ||10.66 ||9.83 |
|Paid Up Share Capital ||Rs.14397900 ||Rs.14397900 ||14397900 ||14397900 |
* EPS = Net Profit/ Weighted Average number of Equity Share
Standalone EPS (Basic & Diluted) = Rs. 15333827 /1439790 =Rs.10.65 per shares
* EPS = Net Profit/ Weighted Average number of Equity Share
Consolidated EPS (Basic & Diluted) = Rs.15342287 /1439790 =Rs.10.65 per shares
2. FINANCIAL HIGHLIGHTS AND OPERATION
The Company is engaged in the business of providing inter corporateloans and trading in mutual funds units as a Non-Banking Financial Company withoutaccepting public deposits for which the certificate of registration has been obtained fromthe Department of Non- Banking Supervision Reserve Bank of India.
The Key highlights pertaining to the business of the Company for thefinancial year 2019-20 have been given hereunder:
(As per the Standalone Financial Statements for 31stMarch 2020)
The Total Revenue from operations of the Company during thefinancial year 2019-20 was Rs.777.55 Lakhs against the revenue from operations ofRs.421.18 Lakhs in the previous financial year 2018-19.
The Net Profit before tax for the year under review wasRs.165.57 Lakhs as compare to the profit before tax in the previous year of Rs.190.32Lakhs.
The Net Profit after tax for the year under review was Rs.153.34Lakhs as compare to the profit after tax in the previous year of Rs.141.49 Lakhs. TheEarning Per Share (EPS) of the company is Rs.10.65 per share.
(As per the Consolidated Financial Statements for 31stMarch 2020)
The Total Revenue from operations of the Company during thefinancial year 2019-20 was Rs.778.12 Lakhs against the revenue from operations ofRs.421.60 Lakhs in the previous financial year 2018-19.
The Net Profit before tax for the year under review wasRs.165.78 Lakhs as compare to the profit before tax in the previous year of Rs.190.45Lakhs.
The Net Profit after tax for the year under review was Rs.153.42Lakhs as compare to the profit after tax in the previous year of Rs.141.57 Lakhs. TheEarning Per Share (EPS) of the company is Rs.10.65 per share.
Your Company has complied with all the acts rules regulations andguidelines issued/prescribed by the Securities Exchange Board of India Reserve Bank ofIndia Ministry of Corporate Affairs and other statutory authorities.
The inter-corporate loans and investments made by the Company duringthe period under review were in the ordinary course of business and at arm's length.The Financial Statements are forming part of this Annual Report.
During the financial year under review the Company has transferred theProfit to Surplus as shown in notes to accounts of the financial statements.
4. SHARE CAPITAL
The Paid up Share Capital of the Company as on 31st March2020 is Rs. 14397900/-. There was no change in share capital of the Company during theyear under review.
5. EMERGENCE OF COVID-19
The outbreak of Covid 19 pandemic and consequent lockdown has not hadany impact on our ability to render services to our customers or lenders. The business andcredit terms are actively communicating with costumers having high risk business profilesto jointly evaluate the best possible situation to mitigate the crises. Covid-19 continuesto spread across the globe and India which has contributed to significant decline andvolatility in global and financial market and a significant decrease in overall economicactivities. It presented us an operational challenge. The management believes that it hastaken into account all possible impact of known events arising out of Covid-19 pandemic inthe preparation of quarterly results.
In accordance with the Reserve Bank of India guidelines relating toCovid-19 Regulatory Package the company granted a moratorium of three months on paymentof installments and/or interests falling due between March 1 2020 and May 31 2020 toeligible borrowers. Till March 31 2020 98% of our loan book assets has been undermoratorium. For such accounts where the moratorium is granted the assets/ Stage-wiseshall remain stand still during the moratorium period (i.e the number of days overdueshall exclude the moratorium period for the purposes of asset classification.
6. CHANGE IN NATURE OF BUSINESS
There was no change in the nature of business activity of the Companyduring the period under review. Further the Equity Shares of the Company were listed onBombay Stock Exchange on 13th Day of January 2020.
7. DETAILS OF HOLDING SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANY(IES)
During the period under review the Company does not have anyHolding/Joint Venture/Associate Company and has the following 2 (two) subsidiaries:
|Sr no. Name of Subsidiary ||Percentage of Shares |
|1. Sumeru Commosales Private Limited ||55.56% |
|2. Pacific Barter Private Limited ||0 |
As required under Rule 8 (1) of the Companies (Accounts) Rules2014 the Board's Report has been prepared on Standalone Financial Statements and aReport on the Performance and Financial Position of each of the subsidiaries as includedin the Consolidated Financial Statements is presented herewith in Form AOC-I as Annexure-I.
In terms of Regulation 16(1)(c) of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") the Board adopted a Policy for Determining Material Subsidiary("Material Subsidiary Policy") in terms of which none of the subsidiariesare material subsidiaries of the Company. Details of the Material Subsidiary Policy aregiven in the Corporate Governance Report which is annexed to and forms an integral part ofthis Board's Report.
The standalone audited financial statements of each of thesubsidiaries are available on the website of the Company at www.assamentrade.com. Membersinterested in obtaining a copy of the standalone audited financial statements of thesubsidiaries may write to the Company Secretary at the Registered Office of the Company.
In accordance with the third proviso of Section 136 (1) of theCompanies Act 2013 and rules made thereunder the Annual Report of the Companycontaining therein its Financial Statements shall be placed on the website of the Companyat www.assamentrade.com ("Website").
With a view to provide a cushion for any financial contingencies in thefuture and to strengthen the financial position of the Company your Directors havedecided not to recommend any dividend for the period under review. Therefore theCompany's Board of Directors does not recommend a dividend for the year ended March31 2020
9. INTERNAL CONTROL SYSTEM AND INTERNAL FINANCIAL CONTROLS
The Company has in place an adequate Internal Financial Control Systemwith reference to the financial statements and Internal Control System commensurate withthe size scale and complexity of its operations.
The Directors have laid down Internal Financial Control procedures tobe followed by the Company which ensures the compliance with various policies practicesand statutes keeping in view the organization's pace of growth and increasingcomplexity of operations for orderly and efficient conduct of its business.
The Audit Committee of the Board is vested with the powers to evaluatethe adequacy and effectiveness of the Internal Financial Control system of the Companythereby ensuring that:-
1. Systems have been established to ensure that all the transactionsare executed in accordance with the management's general and specific authorisation.
2. Systems and procedures exist to ensure that all the transactions arerecorded so as to permit preparation of Financial statements in conformity with theGenerally Accepted Accounting Principles (GAAP) or any other criteria applicable to suchStatements and to maintain accountability for effective and the timely preparation ofreliable financial information.
3. Access to assets is permitted only with the management'sgeneral and specific authorisation. No assets of the Company are allowed to be used forpersonal purposes except in accordance with the terms of employment or except asspecifically permitted.
4. The existing assets of the Company are verified /checked atreasonable intervals and appropriate action is taken with respect to differences if any.
5. Appropriate systems are in place for prevention and detection offrauds and errors and for ensuring adherence to the Company's various policies aslisted on the Website and otherwise disseminated internally.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The composition of the Board is governed by the relevant provisions ofthe Companies Act 2013 and rules made thereunder the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the Articles ofAssociation of the Company and all other applicable laws and is in accordance with thebest practices in corporate governance from time to time.
i. Board of Directors
As on March 31 2020 there was no change in the composition of theDirectors. There are six Directors in the Company The details are as follows:
1. Mr. Nishant Gupta (Executive Director; Managing Director)
2. Mr. Jayesh Gupta (Executive Director; Chief Financial Officer)
3. Mrs. Rati Gupta (Executive Woman Director)
4. Mr. Anoop Kumar Gupta (Non Executive Independent Director)
5. Mr. Rajat Gupta (Non Executive Independent Director)
6. Mr. Praveen Kumar Ghiria (Non Executive Independent Director)
11. Fit and Proper Criteria
All the Directors of the Company duly meet the fit and proper criteriastipulated by the Reserve Bank of India.
iii. Directorships ceased during the year:
There was no cessation during the year under review.
iv. Declaration of Independence:
All the Independent Directors of the Company have submitted thedeclaration of their independence in conformity of Section 149(7) of the Companies Act2013 and rules made thereunder stating that they meet the criteria of independence asprovided in Section 149(6) of the Companies Act 2013 and are not disqualified fromcontinuing as Independent Directors.
During the period under review the Independent Directors of theCompany had no pecuniary relationship or transactions with the Company other than thesitting fees commission and reimbursement of expenses incurred by them for the purpose ofattending the meetings of the Company.
v. Retirement by Rotation
In accordance with the provisions of the Companies Act 2013 and rulesmade thereunder Mr. Jayesh Gupta Executive Director of the Company is liable to retireby rotation at the ensuing Annual General Meeting and has offered his candidature forreappointment as a Director of the Company at the ensuing Annual General Meeting.
vi. Key Managerial Personnel
During the period under review there was no change in the KeyManagerial Personnel ("KMP") of the Company.
As on March 31 2020 the Company has the following KMPs in accordancewith the provisions of the Companies Act 2013 and rules made thereunder:
Mr. Nishnat Gupta - Managing Director
Mr. Jayesh Gupta - Chief Financial Officer
Ms. Shalini Agarwal - Company Secretary & Compliance Officer
vii. Board Meetings
During the period under review 9 (Nine) Board meetings were held andthe intervening gap between the meetings were within the period prescribed under theCompanies Act 2013 and rules made thereunder.
viii. Committees of the Board
The following are the Committees constituted by the Board:
i) Audit Committee;
ii) Nomination & Remuneration Committee;
iii) Stakeholder Relationship Committee;
ix. Composition of the Committees:
The following was the composition of the Committees during the periodunder review:
|ANOOP KUMAR GUPTA ||CHAIRMAN |
|RAJAT GUPTA ||MEMBER |
|NISHANT GUPTA ||MEMBER |
|SHALINI AGARWAL ||SECRETARY |
STAKEHOLDERS RELATIONSHIP COMMITTEE
|ANOOP KUMAR GUPTA ||CHAIRMAN |
|RATI GUPTA ||MEMBER |
|JAYESH GUPTA ||MEMBER |
|SHALINI AGARWAL ||SECRETARY |
|NOMINATION AND REMUNERATION COMMITTEE || |
|ANOOP KUMAR GUPTA ||CHAIRMAN |
|RAJAT GUPTA ||MEMBER |
|PRAVEEN KUMAR GHIRIA ||MEMBER |
|NISHANT GUPTA ||MEMBER |
|SHALINI AGARWAL ||SECRETARY |
x. Board and Committee Meetings
Details of meetings of Board and Committees are as below:
|S No. Date of Board Meeting ||No. of Directors Present |
|1. 02/04/2019 ||5 |
|2. 06/05/2019 ||5 |
|3. 21/05/2019 ||3 |
|4. 22/06/2019 ||3 |
|5. 29/06/2019 ||6 |
|6. 25/07/2019 ||3 |
|7. 12/08/2019 ||3 |
|8. 02/12/2019 ||3 |
|9. 12/01/2019 ||3 |
|S No. Date of Audit Committee meeting ||No. Members Present |
|1. 21/06/2019 ||3 |
|2. 19/07/2019 ||3 |
|3. 11/11/2019 ||3 |
|4. 06/01/2020 ||3 |
|S No. Date of Stake Holders Committee Meeting ||No. of Members Present |
|1. 01/04/2019 ||3 |
|S No. Date of Nomination and Remuneration Committee Meeting ||No. of Members Present |
|1. 01/04/2019 ||4 |
11. POLICIES GOVERNING THE APPOINTMENT AND REMUNERATION OF THEDIRECTORS AND EMPLOYEES
The Nomination & Remuneration Committee develops the competencyrequirements of the Board based on the industry and strategy of the Company conducts agap analysis and recommends the reconstitution of the Board as and when required. It alsorecommends to the Board the appointment of Directors having good personal andprofessional reputation and conducts reference checks and due diligence beforerecommending them to the Board.
Besides the above the Nomination & Remuneration Committee ensuresthat the new Directors are familiarised with the operations of the Company and endeavoursto provide relevant training to the Directors.
In accordance with the provisions of Section 178 of the Companies Act2013 and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Board has adopted a Policy on diversity of the Boardof Directors and a Policy on remuneration of the directors key managerial personnel andother employees. The Policy on Diversity of the Board of Directors have been framed toencourage diversity of thought experience knowledge perspective age and gender in theBoard. The Policy on remuneration of the directors key managerial personnel and otheremployees is aligned to the philosophy on the commitment of fostering a culture ofleadership with trust.
The Policy on remuneration of the directors key managerial personneland other employees aims: (a) that the level and composition of remuneration is reasonableand sufficient to attract retain and motivate Directors Executives and Other Employeesof the quality required to run the Company successfully; (b) that relationship ofremuneration to performance is clear and meets appropriate performance benchmarks; (c)that remuneration to Directors Executives and Other Employees involves a balance betweenfixed and variable pay reflecting short and long-term performance objectives appropriateto the working of the Company and its goals; and (d) to enable the Company to provide awell-balanced and performance-related compensation package taking into accountshareholder interests industry standards and relevant Indian corporate regulations. Thedetailed policy on remuneration of the directors key managerial personnel and otheremployees is available on the Website at the URL https://assamentrade.com.
The company has formulated the Nomination and Remuneration Policy inrespect of appointment and remuneration of the directors in pursuance of section 178(3).
The Nomination and Remuneration Committee recommends the remunerationof Rati Gupta Jayesh Gupta and Nishant Gupta which is approved by the Board ofDirectors subject to approval of shareholders.
The Board considered the Nomination and Remuneration Committee'srecommendation and approved remuneration of managerial personnel which is as follows:
|Sr. No. Name of Director ||Designation ||Proposed remuneration to be paid per month |
|1. Rati Gupta ||Director ||Rs. 50000 |
|2. Jayesh Gupta ||Director & CFO (KMP) ||Rs. 200000 |
|3. Nishant Gupta ||Managing Director ||Rs.200000 |
Further None of the employee is in receipt of remuneration in excessof the limits prescribed in the Rule 5 of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014.
10. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
The Company has framed a Policy on Prevention of Sexual Harassment atWorkplace in accordance with the applicable laws for all employees of the Company to interalia ensure that the employees are not subject to any form of sexual harassment and toconstitute the Internal Complaints Committee to redress the complaints if any. YourCompany is fully committed to protect the rights of any women of any age whetheremployed or not who alleges to have been subjected to any act of sexual harassment withinthe Company's premises. Your Company provides a safe and healthy work environment.
During the period under review there were no cases of sexualharassment reported to the Company.
11. POLICY ON PERFORMANCE EVALUATION OF THE DIRECTORS BOARD AND ITSCOMMITTEES
The Nomination & Remuneration Committee has devised a policy forthe performance evaluation of the Independent Directors Board its Committees and theother individual Directors and has laid down the performance evaluation and assessmentcriteria/parameters. The Independent Directors in terms of Schedule IV to the CompaniesAct 2013 and the provisions of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 at its separate meetingevaluated the performance of the Chairman Non-Independent Directors and the Board as awhole.
The Nomination & Remuneration Committee carried out the evaluationof every Director's performance and the Board carried out a formal evaluation of itsown performance Board Committees and the performance of each of the Directors withoutthe presence of the Director being evaluated. The criteria/parameters laid down for theevaluation of performance of the Independent Directors is provided in the CorporateGovernance report forming part of this Annual Report.
12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Regulation 34 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion and Analysis Report is enclosed as a part of this Annual Report.
13. DIRECTORS RESPONSIBILITY STATEMENT
The Board acknowledges the responsibility for ensuring compliance withthe provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act 2013 inpreparation of the Financial Statements for the financial year ended on March 31 2020 andstate:
a. that in the preparation of Annual Accounts for the Financial Yearended as at March 31 2020 the applicable Indian Accounting Standards have been followedalong with the proper explanation relating to the material departures;
b. that the Directors have selected such Accounting Policies andapplied them consistently and made judgements and estimates that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company at theFinancial Year ended as at March 312020 and of the profit and loss of the Company for theFinancial Year ended on March 312020;
c. that the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud or other irregularities;
d. that the Directors have prepared the annual accounts on a goingconcern basis;
e. that the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and
f. there is a proper system to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.
Based on the framework of internal financial controls and compliancesystems established and maintained by the Company work performed by the internalstatutory and secretarial auditors and external consultants including audit of internalfinancial controls over financial reporting by the statutory auditors and the reviewsperformed by management and the relevant Board Committees including the Audit Committeethe Board is of the opinion that the Company's internal financial controls wereadequate and effective during the period under review.
14. PUBLIC DEPOSITS
The Company did not accept any public deposits during the year underreview. Therefore the disclosures as required under the Companies Act 2013 and the rulesmade thereunder and Master Directions are not applicable on the Company.
15. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Loans guarantees and investments covered under Section 186 of theCompanies Act 2013 forms part of the Notes to the Financial Statements provided in thisAnnual Report.
a) STATUTORY AUDITORS:
Pursuant to the provisions of Section 139 of the Companies Act 2013M/s Mehrotra & Co Chartered Accountants (Firm Regn. No.: 000720C) were appointed asthe Statutory Auditors of the Company at the Annual General Meeting ("AGM")held on 30.09.2017 of the Company for a period of five financial years i.e. (2017-2022) .
The report submitted by the Statutory Auditors on the FinancialStatements of the Company forms part of this Annual Report. There have been noqualifications reservations or adverse remarks or disclaimer given by the StatutoryAuditors in their report other than a remark which is as follows:
"We draw attention to the following matters in the Note-4 of thefinancial statements:
Out of Loans given by the company Loans given to Mothers Pride DairyIndia Pvt. Ltd. has become overdue last year. This year also interest/Installments couldnot be recovered from the company and proceedings under Insolvency and Bankruptcy Code2016 has been started by NCLT. In addition loans given to Mr. Navneet Jain a director ofMothers Pride Dairy India Pvt. Ltd. has also become overdue since last year. Thereforeprovision on account of bad and doubtful debts has been createdfor the financial year2019-20 amounting to INR 54.58 Lacs.
Our conclusion and opinion is not modified in respect of this matter."
Comment by the Board of Directors:
The Company being a financial creditor is of hope that the said loanamount shall be recovered from the Financial Debtor (Mothers Pride Dairy India PrivateLimited) as the proceedings under Insolvency and Bankruptcy Code2016 has been started byNCLT and we are following regularly with the Insolvency Professional involved in the saidmatter.
b) SECRETARIAL AUDITORS
The Board had appointed Miss Ratna Tiwari Company Secretary as theSecretarial Auditors of the Company to undertake the Secretarial Audit for the financialyear 2019-20 in terms of the provisions of Section 204 of the Companies Act 2013 readwith the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
The Secretarial Auditors have submitted their report in the Form MR-3which forms part of this Annual Report. There are no observations reservations or adverseremarks in the Secretarial Audit Report.
c) INTERNAL AUDITORS
The Board had appointed M/s Sunil Rajjan & Associates CharteredAccountants as the Internal Auditors to undertake internal audit of the Company for thefinancial year 2019-20 in terms of the provisions of Section 138 of the Companies Act2013 and rules made thereunder.
17. COST RECORDS
The provisions of the Section 148 of the Companies Act 2013 read withCompanies (Cost Records and Audit) Rules 2014 are not applicable on the Company for theperiod under review.
18. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in formMGT-9 is annexed herewith as "Annexure III".
19. CORPORATE GOVERNANCE REPORT
It has always been the Company's endeavor to excel through betterCorporate Governance and fair and transparent practices. The report on CorporateGovernance for the financial year 2019-20 is appended to this Annual Report.
In accordance with the Non-Banking Financial Companies - CorporateGovernance (Reserve Bank) Directions 2015 issued by Reserve Bank of India the Companyhas adopted the internal guidelines on Corporate Governance.
20. RELATED PARTY TRANSACTIONS
During the period under review the transactions entered into withrelated parties were placed before the Audit Committee of the Board for its considerationand noting. The Audit Committee of the Board noted that such transactions were in theordinary course of business and at arm's length basis. The particulars of contractsor arrangements with related parties referred to in subsection (1) of section 188 in theForm AOC-2 is attached as Annexure II.
All related party transactions entered are disclosed in Note 32 ofFinancial Statements of the Company forming part of this Annual Report.
The Policy on Related Party Transactions is placed on the website ofthe Company at URL https://assamentrade.com.
21. CODE OF CONDUCT
The Board has approved a Code of Conduct which is applicable to themembers of the Board and all the employees in the course of day to day operations of theCompany. The Code of Conduct has been placed on the Website at URLhttps://assamentrade.com.
The Code of Conduct lays down the standard procedure of businessconduct which is expected to be followed by the Directors and the designated employees intheir business dealings and in particular on matters relating to integrity in workplacein business practices and in dealing with stakeholders. All the members of the Board andthe Senior Management Personnel have confirmed compliance with the Code of Conduct.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177(9) & (10) of theCompanies Act 2013 read with the rules made thereunder and pursuant to the provisions ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has established a Vigil Mechanism to be known as the VigilMechanism Policy' for its Directors and employees to report instances ofunethical behaviour and actual or suspected fraud or violation of the Company's Codeof Conduct. The aim of the Vigil Mechanism Policy is to provide adequate safeguardsagainst victimisation of the whistle blower who avails the mechanism and provides directaccess to the Chairman of the Audit Committee in appropriate or exceptional cases.
Accordingly the Vigil Mechanism Policy has been formulated with a viewto provide a mechanism for the Directors and employees of the Company to approach theEthics Officer or the Chairman of the Audit Committee of the Company.
The purpose of Vigil Mechanism Policy is to provide a framework inorder to promote responsible and secure whistle blowing. It protects employees willing toraise a concern about serious irregularities within the Company.
During the period under review no such complaint of unethical orimproper activity has been received by the Company.
23. COMPLIANCE WITH THE REGULATIONS ISSUED BY THE RESERVE BANK OF INDIA
The Company continues to fulfill all the norms and standards laid downunder the Master Directions and the other applicable regulations issued by the ReserveBank of India from time to time.
24. PREVENTION OF INSIDER TRADING
The Company has adopted an Insider Trading Policy with a view toregulate the trading in securities by the designated persons of the Company. The InsiderTrading Policy requires pre-clearance for dealing in the Company's shares andprohibits the purchase or sale of Company shares by the designated persons while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the trading window is closed. The Board is responsible for theimplementation of the Insider Trading Policy.
The Insider Trading Policy can be accessed from the website of theCompany at URL https://assamentrade.com.
25. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS/ OUTGO
a) CONSERVATION OF ENERGY
(i) Steps taken or impact on conservation of energy - The operations ofyour Company are not energy intensive. However adequate measures have been initiated forconservation of energy.
(ii) Steps taken by the Company for utilising alternate source ofenergy - though the operations of the Company are not energy intensive the Company shallexplore alternative source of energy as and when the necessity arises.
(iii) Capital investment on energy conservation equipment - Nil
b) TECHNOLOGY ABSORPTION
(i) Efforts made towards technology absorption - The minimum technologyrequired for the business has been absorbed.
(ii) Benefits derived like product improvement cost reduction productdevelopment or import substitution- Not Applicable
(iii) In case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year) -
(a) the details of technology imported: Not Appliacble
(b) the year of import: Not Applicable
(c) whether the technology has been fully absorbed: Not Applicable
(d) if not fully absorbed areas where absorption has not taken placeand the reasons thereof: Not Applicable
(iv) Expenditure incurred on Research and Development - Not Applicable
c) FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review there were following foreign exchangetransactions:
1. Earnings: Nil
2. Outgo: Nil
26. FRAUD REPORTING
There was no fraud reported by the Statutory Auditors of the Companyunder Section 143(12) of the Companies Act 2013 and rules made thereunder to the Boardduring the period under review.
27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORSOR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS INFUTURE
There have been no significant and material orders passed by theRegulators or Courts or Tribunals impacting the going concern status and Company'soperations in future.
Further no penalties have been levied by the Reserve Bank of India /any other Regulators during the period under review.
28. MATERIAL CHANGES AND COMMITMENTS IF ANY
There have been no material changes during the year under review. Theoverall performance of the company was steady and satisfactory. Company successfullymanaged to pay all its liabilities in time and managed to carry out all its business andcommercial obligations timely and with dignity. Your directors shall continue to put-inall efforts for a better and bright prospects of the company. Further the equity sharesof the Company are listed on Bombay Stock Exchange on 13th January 2020.
The company is considering various possibilities for optimising thepresent business activities keeping in view the profitability and stability of business ofthe company. The company is also pursuing the possibility into other related activities.
There have not been any material changes and commitments affecting thefinancial position of the company between the end of the financial year of the company andthe date of the Boards' report.
29. CORPORATE SOCIAL RESPONSIBILITY
During the period under review the provisions of Section 135 andSchedule VII to the Companies Act 2013 and rules made thereunder pertaining toCorporate Social Responsibility ("CSR") is not applicable to the Company.
Therefore the details of expenditures on CSR activities are notfurnished by the Company.
30. CONSOLIDATED FINANCIAL STATEMENTS
The audited consolidated financial statements for the financial yearended on March 31 2020 are provided in this Annual Report which have been prepared inaccordance with the relevant Indian Accounting Standards issued by the Institute ofChartered Accountants of India.
31. RISK MANAGEMENT
The company has adequate Risk management systems for timelyidentification assessment and prioritization of risks and its consequent effect in termsof uncertainty on objectives of the company..
There is proper and constant follow-up through coordinated andeconomical application of resources to minimize monitor and control the probabilityand/or impact of unfortunate events and to maximize the realization of opportunities.
Risk management policy is guided by the objective to assure that riskuncertainties do not deflect the endeavor of the operational efforts on each level fromthe business goals.
32. HUMAN RESOURCE-INITIATIVES
During the period under review your Company has strengthened itsManagement team and Core Leadership team to steer the Company's businessconscientiously and diligently. Efforts have been put in to attract the best talent fromthe industry to build a strong foundation.
Your Company provides an employee friendly environment where employeesare empowered and given an opportunity to demonstrate their talent that eventually boosttheir career growth in the Company.
33. LISTING OF SECURITIES
The Equity shares of the Company are listed on Bombay Stock ExchangeLimited Mumbai on 13th day of January 2020. The listing fee for the FinancialYear 2019-20 has been duly paid.
34. STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS
Your Company has devised proper systems to ensure compliance with theprovisions of all applicable Secretarial Standards and such systems are adequate andoperating effectively.
35. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theperiod under review:
a) The Company has not bought back any of its securities;
b) The Company has not issued any bonus share;
c) The Company has not issued any sweat equity shares;
d) The Company has not issued equity shares with differential rights asto dividend voting or otherwise;
e) The Company is not liable to transfer amount of dividend lying inthe unpaid dividend account to Investor Education and Protection Fund (IEPF) pursuant toprovisions of Section 125 of the Companies Act 2013; and
f) There was no revision in the financial statements between the end ofthe financial year and the date of this report.
Your Directors would gratefully like to place their appreciation forthe assistance and co-operation received from the Company's bankers during the periodunder review. The Directors also acknowledge with appreciation the support andco-operation rendered by various Government Agencies and Departments. Your Directors wouldalso wish to place on record their deep sense of appreciation for the continued supportfrom all the investors of the Company.
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By Order of the Board of directors
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For Assam Entrade Limited
|Place: Kanpur Date: 04/12/2020 ||Sd/- ||Sd/- |
| ||JAYESH GUPTA ||NISHANT GUPTA |
| ||(Director/CFO) ||(Managing Director) |
| ||DIN: 01113988 ||DIN:00326317 |