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Chandrima Mercantiles Ltd.

BSE: 540829 Sector: Others
NSE: N.A. ISIN Code: INE371F01016
BSE 05:30 | 01 Jan Chandrima Mercantiles Ltd
NSE 05:30 | 01 Jan Chandrima Mercantiles Ltd

Chandrima Mercantiles Ltd. (CHANDRIMAMERCAN) - Director Report

Company director report

TO

THE MEMBERS

CHANDRIMA MERCANTILES LIMITED AHMEDABAD

Your Directors have pleasure in presenting their Annual Report of the Company togetherwith the Audited Accounts for the financial year ended on 31stMarch 2017 foryour perusal consideration and adoption.

STATE OF AFFAIRS OF THE COMPANY:

Particulars Current Year Previous Year
2016-17 2015-16
Sales 26409018 2919537
other Income 354080 444541
Less: Expenditure 26489530 3242977
Profit Before Exceptional 273568 121101
Extraordinary Items & Taxation NIL NIL
Exceptional Items NIL NIL
Extra Ordinary Items NIL NIL
Profit/(Loss) before Taxation 273568 121101
Less : Current Tax NIL 37420
Less : Deferred Tax Charge/ (Credit) NIL NIL
273568 83681
Profit/(Loss) after Tax
Profit for the period
Amount carried to Reserve 273568 83681

Company's Performance:

During the year under review state of affairs of the company as compared to theprevious year. Your company earned a total income of Rs. 26763098/- (PreviousYear Rs.3364078/-) and a net profit after tax of Rs. 273568/- ascompared to net profit after tax of 83681/- of previous year.

DIVIDEND:

Your directors do not recommend any dividend for the current year.

DIRECTORS:

? Mr. Jinal Y. Modi who retires by rotation and being eligible offers himself forreappointment

During the year the non executive director has no pecuniary relation or transactionwith the company.

PARTICULARS OF THE EMPLOYEES:

In terms of provisions of Section 197 read with Rule 5 (2) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 none of the employeesare receiving remuneration as mentioned in the said section.

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is Nil.

STATUTORY AUDITORS:

M/s Gopal C. Shah & Co. Chartered Accountants (Membership No.34967) StatutoryAuditors of the Company hold office until the conclusion of the Annual General Meetingheld on 2019 of the Company subject to ratification by the shareholders annually. Assuch shareholders are requested to ratify the appointment of Auditor at the ensuingAnnual General Meeting.

AUDITORS' REPORT:

The observations of the Auditors in their Report and Notes Attached to the Accounts tothe Accounts are Self-Explanatory and do not require any Further Clarifications.

CONSERVATION OF ENERGY RESEARCH AND DEVELOPMENT TECHNOLOGY ABSORPTION FOREIGNEXCHANGE EARNINGSAND OUTGO:

Particulars with respect to Conservation of Energy Technology Absorption and ForeignExchange

Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act 2013read with the Rule 8 (3) of the Companies (Acco4unts) Rules 2014 are given in the "Annexure-A"attached hereto and forms part of this Report.

EXTRACT OF ANNUAL GENERAL MEETING:

As provided under Section 92(3) of the Act the extract of annual return is given in"Annexure

B" in the prescribed Form MGT-9 which forms part of this report.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act 2013 read with Rule 9 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany has engaged the services of M/s A. Santoki & Associates Company Secretary inPractice Ahmedabad to conduct the Secretarial Audit of the Company for the financial yearended March 312017.

The Secretarial Audit Report (in Form MR-3) is attached as "Annexure-C" tothis Report.

EXPLANATION ON QUALIFICATION ADVERSE REMARK MADEIN SECRETARIAL AUDITREPORT:

Qualification/ Adverse Explanation
As per Section- 203 of Act 2013 company has not appointed CFO. Companies As it is the new provision under Companies Act 2013 all made listed companies and every other public company having paid up capital of Rs 10 crores or more shall appoint whole time key managerial personnel. However Company was not able to get a fit and proper candidate for the same post. However Company's Management give assurance to Appoint CFO who shall be whole time KMP in the company.
As per Section-138 of CompaniesAs it is the new provision under Companies Act 2013 by
Act 2013 read with Rule 13 of Theoversight appointment of Internal Auditor as required Companies (Accounts) rules company should have appointment of Internal Auditor forprocess of search for making appointment of internal Financial year 2016-17. 2014under Section 138 of Companies Act 2013 was not done madefor Financial Year 2016-17. However company is in Auditor.

BOARD MEETINGS HELD DURING THE YEAR DURING THEYEAR:

During the year 6 meetings of the Board of Directors were held. The details of themeetings are 30/05/2016 09/07/2016 22/07/2016 01/10/2016 14/11/2016 14/02/2017

DIRECTORS' RESPONSIBILITY STATEMENT:

1. To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act2013:

2. In the preparation of the annual financial statements for the year ended March 312017 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures.

3. For the financial year ended March 31 2017 such accounting policies as mentionedin the Notes to the financial statements have been applied consistently and judgments andestimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the Company and of the Profit and Loss of the Company forthe year ended March 31 2017

4. That proper and sufficient care has been taken 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.

5. Theannualfinancialstatementshavebeenpreparedonagoingconcernbasis.

6. That proper internal financial controls were followed by the Company and that suchinternal financial controls are adequate and were operating effectively.

7. That proper systems to ensure compliance with the provisions of all applicable lawswere in place and that such systems were adequate and operating effectively.

CODE OF CONDUCT:

The Board has laid down a Code of Conduct for all Board Members and Senior managementof the Company. Board Members and Senior Management Personnel have affirmed Compliancewith the Code for the period 2016-17.

The Company has adopted code of practices and procedures for fair disclosures ofunpublished price sensitive in information and code of conduct as required underRegulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading)Regulations2015.

LISTING:

The shares of the Company are listed on Calcutta Stock Exchange Limited (CSE) as wellas on Ahmedabad Stock Exchange Limited (ASE). The company has applied for Direct Listingapplication through BSE Listing Centre Online portal vide application no. 31061 dated 26thFebruary2016. Company has received the In-Principal Approval from the BSE Limited as on 01/08/2017and Company is in the process to get the final Listing and Trading Approval from BSELimited.

MANAGEMENT DISCUSSION & ANALYSIS:

Management Discussion and Analysis of the financial position of the company forms partof the Annual Report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013:

During the year ended 31stMarch 2017 company has not given any LoansGuarantees and/or made any Investments covered under the provisions of Section 186 of theCompanies Act 2013.

RELATED PARTY TRANSACTIONS:

During the year ended 31ST March 2017 company has not entered into anyContracts and

/or arrangements with related parties covered under section 188 of the CompaniesAct2013.

MATERIAL CHANGES AND COMMITMENTS:

There are no any material changes and commitments made by the company after the closeof financial year that affect the financial position of the company.

REMUNERATION POLICY:

The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.

RISK MANAGEMENT POLICY:

The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis. The development and implementation of risk management policy has beencovered in the management discussion and analysis which forms part of this report.

POLICY ON PREVENTION OF SEXUAL HARASSMENT:

The Company has formulated and implemented a policy for Prevention of Sexual Harassmentof Women at workplace. During the year under review the Company has not received anycomplaints under the policy.

CORPORATE SOCIAL RESPONSIBILITY:

Company was not required to formulate policy on Corporate Social Responsibility as thecompany is not falling with the provisions of Section 135 of Companies Act 2013.

DECLARATION BY INDEPENDENT DIRECTORS:

The company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in section 149(6) of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and SEBI Regulations the Boardhas carried out the annual performance evaluation of its own performance of the Directorsindividually as well as the evaluation of the working of its Audit Nomination &Remuneration and other Committees of the Board. At the meeting of the Board all therelevant factors that are material for evaluating the performance of individual Directorsthe Board and its various Committees were discussed. A structured questionnaire each forevaluation of the Board its various Committees and individual Directors was prepared andrecommended to the Board by the Nomination & Remuneration Committee for doing therequired evaluation after taking into consideration the input received from theDirectors covering various aspects of the Board's functioning such as adequacy of thecomposition of the Board and its Committees execution and performance of specific dutiesobligations and governance etc.

A separate exercise was carried out to evaluate the performance of individualDirectors including the Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgment safeguarding the interestof the Company and its minority Shareholders etc. The performance evaluation of theindependent Directors was carried out by the entire Board. The performance evaluation ofthe Chairman and non independent Directors was also carried out by the IndependentDirectors at their separate meeting. The Directors expressed their satisfaction with theevaluation process.

VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and as per the rules of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015 the Board of Directors hadapproved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on thewebsite of the Company. This Policy inter-alia provides a direct access to the Chairman ofthe Audit Committee.

Your Company hereby affirms that no Director/ employee have been denied access to theChairman of the Audit Committee and that no complaints were received during the year.

DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATES:

Company has not any subsidiary company/Joint Ventures/Associates.

FIXED DEPOSITS:

During the year under review Company did not accept any deposits within the meaning ofprovisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act 2013read with the Companies (Acceptance of Deposits) Rules 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY:

There are no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company.

ACKNOWLEDGEMENT:

The Directors thank the Company's employees customers vendors investors and academicinstitutions for their continuous support. The directors also thank the government ofIndia the governments of various states in India and concerned government departments /agencies for their co-operation.

The Directors appreciate and value the contributions made by every member of the ChandriamaMercantiles Limited.

DATE :30.05.2017 FOR AND pp BEHALF OF THEBOARD
PLACE : Ahmedabad JINAL Y. MODI
(DIN : 07153155)
(CHAIRMAN)

Annexure *A* to the Directors* Report

Conservation of energy technology absorption and Foreign exchange earnings and outgo[Section 134(3)(m) of The Companies Act 2013 read with Rule 8(3) of The Companies(Accounts) Rules 2014]

(A) CONSERVATION OFENERGY:

(i) The steps taken or impact on conservation of energy: It mainly includes selectionand installation of energy efficient equipments and energy saving devices.

(ii) The steps taken by the company for utilizing alternate sources of energy:

None

(iii) The capital investment on energy conservation equipments :Nil

(B) TECHNOLOGYABSORPTION:

(i) The efforts made towards technology absorption :None

(ii) The benefits derived like product improvement cost reduction product developmentor import substitution :N.A.

(iii) In case of imported technology (imported during the last three years reckonedfrom the beginning of the financial year)-

(a) The details of technology imported :None

(b) The year of import: N.A.

(c) Whether the technology been fully absorbed: N.A.

(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof: N.A.

(iv) The expenditure incurred on Research and Development :Nil

(C) FOREIGN EXCHANGE EARNINGS & OUTGO:

Foreign Exchange Earnings: Nil Foreign Exchange Outgoes :Nil

DATE :30.05.2017 FOR AND pp BEHALF OF THEBOARD
PLACE : Ahmedabad JINAL Y. MODI
(DIN : 07153155)
(CHAIRMAN)