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Effingo Textile & Trading Ltd.

BSE: 512207 Sector: Others
NSE: N.A. ISIN Code: INE907N01029
BSE 05:30 | 01 Jan Effingo Textile & Trading Ltd
NSE 05:30 | 01 Jan Effingo Textile & Trading Ltd

Effingo Textile & Trading Ltd. (EFFINGOTEXTILE) - Director Report

Company director report

1. INTRODUCTION

Your Directors are elated in presenting the 33rdAnnual Report of the Companyalong with the Audited Statement of Accounts for the year ended as on 31st March 2018.

2. FINANCIAL RESULTS

(Amount in Rs)

Particulars Current Financial Year (2017-2018) Previous Financial Year (2016-2017)
Net Profit/(Loss)Before Depreciation and Tax 2794447 2189983
Depreciation 0.00 3473
Profit /(Loss) before Tax 2794447 2186510
Provision for Tax 719312 676566
Profit/ (loss) after Tax 2074877 1509854
Balance Brought forward 5749196 4495843
Add : Excess / (short) Provision of Income Tax (36092) (256501)
Balance carried to Balance Sheet 7787981 5749196

3. BUSINESS OVERVIEW

During the year the profit of the Company has increased from Rs. 1509854 to Rs.2074877.The Company's policy of management has provided cushion effect to theadversities of the market on the performance of Company. The Board of Directors lookstowards the future performance with a positive approach.

4. DIVIDEND

Your Directors feel that it is prudent to plough back the profits for future growth ofthe Company and with a view to conserve the resources they do not recommend any dividendfor the year ended 31st March 2018.

5. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the provisions of Section 135 of the Companies Act 2013 are notapplicable.

6. STATUTORY AUDITORS

M/s Prajwal Poojari and Associates Chartered Accountants retire as the StatutoryAuditors of the company at the conclusion of the ensuing Annual General Meeting. M/s.Krina Vora & Associates Chartered Accountants and Statutory Auditors of the Companyhave expressed their inability & unwillingness to accept the office in accordance withthe provisions of Section 139 of the Companies Act 2013. Accordingly the Board ofdirectors of the Company subject to the recommendation of the Audit Committee haveproposed the appointment of M/s .Krina Vora & Associates Chartered Accountants asStatutory Auditors of the Company and who shall hold office from the conclusion of33rdAnnual General Meeting till the conclusion of 38th Annual General Meeting (subject toratification by the members at every Annual General Meeting) and to fix their remunerationthereof. M/s Krina Vora & Associates Chartered Accountants have given their consentand eligibility to act as Statutory Auditors of the Company.

The board recommends the proposed resolution with respect to appointment of M/s KrinaVora & Associates Chartered Accountants as Statutory Auditors of the Company foryour approval as a Ordinary Resolution.

7. SECRETARIAL AUDITORS

Mr. Jinendra kumar jain Practicing Company Secretaries have been appointed in theBoard Meeting held on 06th September 2018 as the Secretarial Auditor of the Company u/s204 of the Companies Act 2013 to conduct Secretarial Audit of the matters of the Companyand report thereof. The Secretarial Auditor's Report has been annexed to the Board Reportunder Annexure IV.

8. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There was no qualification reservation or adverse remark made by the Auditors in theirreport.

The explanations made by the Board relating to the qualifications reservationsadverse remarks made by the Practicing Company Secretary in his Secretarial Audit Reportare furnished as under: Secretarial Auditor's comment and explanation:

1) The Company has been inviting the applications for the post of Company Secretary inwhole time employment of the Company by issuing classifieds in the newspapers. Howeverthe Company has failed to receive application from a suitable candidate for theaforementioned responsibilities.

2) The Company has failed to submit the intimations and disclosures with the stockexchange within stipulated time frame due to inadvertent error. Further the Company willmake sure that all the required disclosures and intimations will be intimated to the stockexchange

3) The website of the Company has not been updated due to technical reasons. Howeverthe Company is in the process of updating the website.

4) The Company has failed to comply with the Listing Agreement and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 due to genuine oversight on thepart of the Company. However the Company has proposed to comply with the same.

5) The Company has failed to comply with publication of financial results in newspaperdue to genuine oversight on the part of the Company. However the Company has proposed tocomply with the same.

9. DIRECTORS

There was no change in the Board of Directors of the Company during the financial yearunder review.

10. DECLARATION BY THE INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules.

11. BOARD MEETINGS

During the financial year under review the Board of Directors met Four times.

1) 29.05.2017 2) 04.09.2017 3) 14.11.2017 4) 14.02.2018

12. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES

The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are not applicable to the Company and hence the Company has notdevised any policy relating to appointment of Directors payment of Managerialremuneration Directors qualifications positive attributes independence of Directors andother related matters as provided under Section 178(3) of the Companies Act 2013.

13. INFORMATION PURSUANT TO RULE 5 (2) OF COMPANIES (APPOINTMENT & REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

The Company has not appointed any employee(s) in receipt of remuneration exceeding thelimits specified under Rule 5 (2) of Companies (Appointment & Remuneration ofManagerial Personnel) Rules 2014.

14. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

The Company has duly set up an Internal Complaints Committee (ICC) in line with therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013 to redress complaints received regarding sexual harassment.

The following is a summary of sexual harassment complaints received and disposed offduring the year 2017-18.

No of complaints received: Nil

No of complaints disposed off: Nil

15. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Companies Act 2013your Directors state that:

a. In the preparation of the annual accounts the applicable accounting standards havebeen followed with proper explanation relating to material departures if any;

b. They have in the selection of the accounting policies consulted the StatutoryAuditors and have applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at 31st March 2018 and of itsprofitfor the year ended on that date;

c. They have taken proper and sufficient care to the best of their knowledge andability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; and

d. They have prepared the annual accounts for the year ended 31st March2018 on a 'going concern' basis; and

e. They have laid down Internal Financial Controls which are adequate and areoperating effectively.

f. They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

16. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013

There was no loan given or guarantee given or investment made or security providedpursuant to Section 186 of the Companies Act 2013 during the year under review and hencethe said provisions are not applicable.

17. DISCLOSURES OF AMOUNTS IF ANY TRANSFER TO ANY RESERVES.

It is not proposed to carry any amount to any reserves from the profits of the Company.Hence disclosure under Section 134 (3) (j) of the companies act 2013 is not required.

18. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statement relate onthe date of this report.

19. ENERGY CONSERVATION AND TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS ANDOUTGO

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption are not required to be furnishedconsidering the nature of activities undertaken by the Company during the year underreview. Further during the year under review the Company has neither earned nor used anyforeign exchange.

20. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has developed & implemented Risk Management Policy. However Companyhas not come across any element of risk which may threaten the existence of the Company.

21. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE

There are no significant material orders passed by the Regulators / Courts / Tribunalwhich would impact the going concern status of the Company and its future operations.Hence disclosure pursuant to Rule 8 (5) (vii) of Companies (Accounts) Rules 2014 is notrequired.

22. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS PURSUANT TO RULE 8 (5) (viii) OF COMPANIES (ACCOUNTS) RULES 2014:

The Company has an adequate Internal financial control system commensurate with thesize of its business operations.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIESMADE PURSUANT TOSECTION 188 OF THE COMPANIES ACT 2013

There was no contract or arrangements made with related parties as defined underSection 188 of the Companies Act 2013 during the year under review.

24. EXTRACT OF ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 is furnished in"Annexure - MGT-9".

25. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM

The Audit Committee consists of the following members;

a. Mr. Rakesh Kumar - Independent Director Chairman
b. Mr. Yogesh Kumar - Independent Director Member
c. Mrs. Priya Rawal - Executive Director &MD Member

The above composition of the Audit Committee consists of independent Directors viz.Mr. Rakesh Kumar and Mr. Yogesh Kumar who form the majority.

The Company has established a vigil mechanism and oversees through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the chairman of the AuditCommittee on reporting issues concerning the interests of employees and directors of theCompany.

26. CORPORATE GOVERNANCE:

Your Company is committed to adopting the best Corporate Governance practices. Itbelieves that proper corporate governance is not just a regulatory compliance nut also afacilitator for enhancement of stakeholder's value. Reports on Corporate Governance andManagement Discussions & Analysis are annexed and form part of this report.

27. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operationand support of the Company's Bankers its valued customers employees and all otherintermediaries concerned with the Company's business.

Your directors are grateful towards all members for supporting and sustaining us duringthe intricate days. We look forward to your continued support and reiterate that we aredetermined to ensure that the plans are successfully implemented.

By Order of the Board of Directors For Effingo Textile & Trading Limited
Sd/-
Place: Mumbai Priya Rawal
Date: 06th September 2018 (Managing Director)