CHANDRIMA MERCANTILES LIMITED
Your Directors have pleasure in presenting their Annual Report of the Company togetherwith the Audited Accounts for the financial year ended on 31st March 2019 foryour perusal consideration and adoption.
STATE OF AFFAIRS OF THE COMPANY:
|Particulars ||Current Year ||Previous Year |
| ||2018-19 ||2017-18 |
|Sales ||NIL ||6457650 |
|Other Income ||563341 ||300000 |
|Less: Expenditure ||462718 ||6692988 |
|Profit Before Exceptional ||100623 ||64662 |
|Extraordinary Items & Taxation ||NIL ||NIL |
|Exceptional Items ||NIL ||NIL |
|Extra Ordinary Items ||NIL ||NIL |
|Profit/(Loss) before Taxation ||100623 ||64662 |
|Less : Current Tax ||NIL ||17980 |
|Less : Deferred Tax Charge/ (Credit) ||NIL ||NIL |
|Profit/(Loss) after Tax ||100623 ||46682 |
|Profit for the period || || |
|Amount carried to Reserve ||100623 ||46682 |
During the year under review state of affairs of the company as compared to theprevious year. Your company earned a total income of Rs. 563341/- (Previous YearRs. 6757650/-) and a net profit after tax of Rs. 100623/- as compared tonet profit after tax of 46682/- of previous year.
Your directors do not recommend any dividend for the current year.
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.
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 2020 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.
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 Act2013 read 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.
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 31 2019.
The Secretarial Audit Report (in Form MR-3) is attached as "Annexure-C" tothis Report.
EXPLANATION ON QUALIFICATION ADVERSE REMARK MADE IN SECRETARIAL AUDITREPORT:
|Qualification/ Adverse ||Explanation |
|As per Section- 203 of Companies Act 2013 company has not made appointed CFO. ||Management has decided to appoint CFO who shall be whole time KMP in the company in very soon period |
|As per Section- 203 of Companies Act 2013 company has not made appointed Company Secretary. ||Management has decided to appoint CS who shall be whole time KMP in the company in very soon period |
|As per Section-138 of Companies Act 2013 read with Rule 13 of The Companies (Accounts) rules 2014 company should have made appointment of Internal Auditor for Financial year 2016-17. ||Company is in process of search for making appointment of internal Auditor. |
BOARD MEETINGS HELD DURING THE YEAR DURING THEYEAR:
During the year 05 meetings of the Board of Directors were held. The details ofthe meetings are 01.03.2018 29.05.2018 13.08.2018 03.09.2018 05.11.201811.02.2019.
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 312019 the applicable Accounting Standards had been followed along with proper explanationrelating to material departures.
3. For the financial year ended March 31 2019 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 2019.
1. 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.
2. The annual financial statements have been prepared on a going concern basis.
3. That proper internal financial controls were followed by the Company and that suchinternal financial controls are adequate and were operating effectively.
4. 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 2018-19.
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.
The shares of the Company are listed on following Stock Exchanges.
1) Bombay Stock Exchange Limited (BSE)
2) Calcutta Stock Exchange Limited (CSE)
3) Ahmedabad Stock Exchange Limited (ASE)
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 31st March 2019 company has given Loans Guaranteesand/or made any Investments covered under the provisions of Section 186 of the CompaniesAct 2013. Details of the said are already mentioned in Auditors Report and Balance Sheetof the Company.
RELATED PARTY TRANSACTIONS:
During the year ended 31ST March 2019 company has not entered in to anyContracts and/or arrangements with related parties covered under section 188 of theCompanies Act 2013.
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.
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.
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 theperformance of individual Directors including the Chairman of the Board who wereevaluated on parameters such as level of engagement and contribution independence ofjudgment safeguarding the interest of the Company and its minority Shareholders etc. Theperformance evaluation of the independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and non independent Directors was also carriedout by the Independent Directors at their separate meeting. The Directors expressed theirsatisfaction with the evaluation 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.
During the year under review your Company did not accept any deposits within themeaning of provisions of Chapter V Acceptance of Deposits by Companies of the CompaniesAct 2013 read 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.
The directors thank the Company's employees customers vendors investors and academicinstitutions for their continuous support. The directors also thanks the government ofvarious countries government of India the governments of various states in India andconcerned government departments / agencies for their co-operation.
The directors appreciate and value the contributions made by every member of theChandrima Mercantiles Limited.
|DATE : 03.09.2019 ||FOR AND ON BEHALF OF THE BOARD |
|PLACE: Ahmedabad ||Sd/- |
| ||JINAL Y. MODI |
| ||(DIN : 07153155) |
| ||(CHAIRMAN) |