G D TRADING AND AGENCIES LIMITED
Your Directors have pleasure in presenting their Thirty Seventh AnnualReport on the business and operations of the Company and the accounts for the FinancialYear ended March 31 2018.
FINANCIAL RESULTS: (In Rupees)
|Particulars || |
For the Year ended 31st March 2018
For the year ended 31st March 2017
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|Net Profit/ Net Loss Before Providing for Depreciation and Tax || || |
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|Less: Depreciation || |
|Profit after Providing for Depreciation and before tax || || |
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|Add / (Less) Provision for: || |
|A) Deferred Tax || || |
|B) Income Tax || || |
|Profit/(Loss) after Taxation || || |
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|Add: Balance brought forward from previous year || || |
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|Add: Excess Provision for Tax for Earlier || |
|Balance Carried to Balance Sheet || || |
The Company has not generated any Income for the Financial Year2017-2018 whereas the income in previous year 2016-2017 was NIL
The Company has incurred Loss for the current Financial Year of Rs.4.55 as compared to loss for the year 2016-2017 of Rs. 3.44 lacs
In view of accumulated losses your Directors do not recommend anyDividend for the Financial Year ended on 31st March 2018.
Your Company has not accepted any deposits within the meaning ofSection 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules2014.
DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Joint Venture or AssociateCompany as per the provisions of Companies Act 2013.
The Authorized Share Capital of the Company is Rs. 75 00000 (RupeesSeventy Five Lakhs Only) divided into Equity share capital of Rs. 25 00000 (RupeesTwenty Five lakhs only) and 11% Preference share capital of Rs. 50 00000 (Rupees FiftyLakhs Only).
The paid up capital of the Company is Rs. 60 00000 (Rupees Sixtylakhs Only) including 1 00000 Equity shares of Rs. 10/- each aggregating to Rs. 1000000 (Rupees Ten Lakhs) and 11% 50000 Preference share of Rs. 100/- each aggregatingto Rs. 50 00000 (Rupees Fifty Lakhs).
During the year there was no change in Share capital of the Company.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no Material changes occurred subsequent to the close of thefinancial year of the Company to which the balance sheet relates and the date by or ofthis report like settlement of tax liabilities operation of patent rights depression inmarket value of investments institution of cases against the company sale or purchase ofcapital assets or destruction of any assets etc.
VOLUNTARY CANCELLATION OF RBI REGISTRATION CERTIFICATE FOR NBFCLICENCE:
The Company has applied to the Reserve Bank of India and passed theBoard Resolution on 29th May 2018 for voluntary cancellation of its NBFC registrationCertificate as the Company does not intend to continue as the NBFC and is not carrying anyNBFC business activity and have done all the necessary compliances that were required bythe Company for cancellation of its NBFC Certificate.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators /Courts which would impact the going concern status of the Company and its futureoperations.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has given loans or guarantees as specified in Note toaccounts of the Financial Statements as covered under the provisions of section 186 of theCompanies Act 2013.
The details of the investments made by company are given in the noteno. 2 to the financial statements which is annexed to this Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the sizescale and complexity of its operations. The scope and authority of the Internal Auditfunction is defined in the Internal Audit Manual. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committeeof the Board & to the Chairman.
The Internal Audit Department monitors and evaluates the efficacy andadequacy of internal control system in the Company its compliance with operating systemsaccounting procedures and policies at all locations of the Company. Based on the report ofinternal audit function process owners undertake corrective action in their respectiveareas and thereby strengthen the controls. Significant audit observations andrecommendations along with corrective actions thereon are presented to the Audit Committeeof the Board.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The information required under the provisions of Companies Act 2013and Rules made there under relating to the technology absorption and Research &Development are not applicable to the Company since the Company is not engaged in anymanufacturing activity. But the Company has taken necessary steps to conserve energywherever possible.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the Financial Year 2017-2018 under review there were no ForeignExchange Earnings or Outflows.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
As the Company does not fall under the Class of Companies as prescribedunder Section 135 of Companies Act 2013 and Rules made thereunder therefore theprovisions related to Corporate Social Responsibility is not applicable to the Company.
Therefore Company is not liable to contribute towards Corporate SocialResponsibility.
During the year under review your company enjoyed cordial relationshipwith employees at all levels.
A) Changes in Directors and Key Managerial Personnel:
None of the Director have ceased from their Office during the Year2017-18.
II. Retirement by Rotation:
Pursuant to the provisions of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Shekhar Somani (DIN: 01912848) Director of theCompany retires by rotation at this Annual General Meeting and being eligible offershimself for re-appointment.
None of the Director has been appointed on the Board of Director duringthe Year 2017-18.
B) Declaration by an Independent Director(s) and Re- appointment:
The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of Independence asprescribed under Section 149(6) of the Companies Act 2013.
An independent director shall hold office for a term up to fiveconsecutive years on the Board of a Company but shall be eligible for reappointment fornext five years on passing of a special resolution by the Company and disclosure of suchappointment in the Board's report.
None of the Directors except Ms. Kavita Pawar are disqualified frombeing appointed as Director as specified in Section 164 of the Companies Act 2013 andRules made thereunder Ms. Kavita Pawar shall continue to act as Independent Director inthe Company till the continuance of her tenure till the year i.e 2018-2019 as per Section164(2) under Companies Act 2013 and then will not be reappointed for her second tenure asIndependent Director in the Company.
C) Formal Annual Evaluation:
In terms of the provisions of the Act the Board has carried out annualperformance evaluation of its own performance the Directors individually as well as theevaluation of the working of its Audit Committee Nomination & Remuneration Committee(NRC).
D) Remuneration Policy:
The Board has on the recommendation of the Nomination and RemunerationCommittee framed a policy for selection and appointment of Directors Senior Managementand their remuneration.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(3) (c) of the CompaniesAct 2013 with respect to Directors' Responsibility Statement it is hereby confirmedthat:
I. In the preparation of the accounts for the financial year ended 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
II. The Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that were reasonable and prudent so asto give a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit or loss of the Company for the year under review;
III. The Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provision of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
IV. The Directors had laid down internal financial controls to befollowed by Company and that such internal financial controls are adequate and wereoperating effectively.
V. The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and such systems were adequate and operatingeffectively.
MEETINGS OF THE BOARD:
The Board of Directors met 04 (Four) times during the Financial Year2017-18 on the below Mentioned Dates.
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Date of Board Meeting
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PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by theCompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arms length transactions under third proviso theretoshall be disclosed in the Form AOC 2 Annexed herewith as "Annexure B"to this Report.
M/s. A. Biyani & Co. Chartered Accountants (FRN. 140489W)Statutory Auditor of the company would retire at the conclusion of this Annual GeneralMeeting.
The Company has obtained consent of M/s. A. Biyani & Co.Chartered Accountants (FRN. 140489W) to act as Statutory Auditors of your Company inits Board Meeting subject to Members approval at the ensuing Annual General Meeting.
The Company has obtained a Certificate from M/s. A. Biyani &Co. Chartered Accountants (FRN. 140489W) to the effect that their appointmentCompany appointed M/s. A. Biyani & Co. Chartered Accountants (FRN. 140489W) asstatutory auditor of the Company to hold office from conclusion of the this AnnualGeneral Meeting until conclusion of Annual General Meeting to be held in year 2023 i.e.for the period of 5 years.
The Company has obtained an eligibility certificate of theirappointment as Statutory Auditors and it would be in accordance with the prescribed limitsspecified under Section 139 and Section 141 of the Companies Act 2013 and Rules madethereunder and Companies Amendment Act 2017.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion & Analysis Report on the operations ofthe Company as required under SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 with the Stock Exchange is provided as separate section and forms a partof this Annual Report.
EXTRACT OF THE ANNUAL RETURN:
The Extract of Annual Return is attached to this Report as per Section134 of Companies Act 2013 as MGT-9 Annexed herewith as "Annexure A"to this Report.
CORPORATE GOVERNANCE REPORT:
The Company is committed to maintain the highest standards of CorporateGovernance and adhere to the Corporate Governance requirements set out by SEBI. TheCompany has also implemented several best Corporate Governance Practices as prevalentglobally.
The Report on Corporate Governance as stipulated under Regulation 27 ofSEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 is not applicableto the Company as it not covered under the prescribed limit as specified under theRegulation.
The Company has a qualified and independent Audit Committee which hasbeen formed in pursuance of Regulation 18 of the SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015 and Section 177 of the Companies Act 2013.
The Primary objective of the committee is to monitor and provideeffective supervision of the management's financial reporting process to ensure accurateand timely disclosures with the highest level of transparency integrity and quality offinancial reporting.
Terms of Reference:
1. Approving and implementing the audit procedures and techniques.
2. Reviewing audit reports of both statutory and internal auditors withauditors and management.
3. Reviewing financial reporting systems internal control systems andcontrol procedures.
4. Ensuring compliance with regulatory guidelines.
5. The recommendation for appointment remuneration and terms ofappointment of auditors of the company;
6. Review and monitor the auditor's independence and performance andeffectiveness of audit process;
7. Examination of the financial statement and the auditors' reportthereon;
8. Approval or any subsequent modification of transactions of thecompany with related parties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company wherever it isnecessary;
11. Evaluation of internal financial controls and risk managementsystems;
12. Monitoring the end use of funds raised through public offers andrelated matters.
13. Establishment and monitoring of the Vigil Mechanism/Whistle BlowerPolicy.
Any other duties/terms of reference for the Audit Committee which areincidental/necessary for the fulfillment of the above mentioned terms of reference wouldbe deemed to be under the purview of the Audit Committee.
Details of the composition and attendance of Members of the AuditCommittee during the year 2018 are as follows:
Four Audit Committee Meetings were held during the year as follows:
30.05.2017 14.08.2017 14.11.2017 14.02.2018.
|Name of Director ||Designation ||Category || |
No. of Meetings
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|1. Mr. Sanjay Somani ||Chairman ||Non- Executive Director/Independent || |
|2. Mr. Vinod Mimani ||Member ||Non Executive Director/Independent || |
|3. Mr. Shekhar Somani ||Member ||Executive/Non- Independent || |
NOMINATION AND REMUNERATION COMMITTEE:
The purpose of this committee of the Board of Directors (theBoard') shall be to discharge the Board's responsibilities related to nomination andremuneration of the Company's executive/non-executive directors.
The Committee has the overall responsibility of approving andevaluating the nomination and remuneration plans policies and programs for executive/non-executive directors.
The broad terms of reference of the Nomination and RemunerationCommittee are as under:
1) The Committee shall identify persons who are qualified to becomedirectors and who may be appointed in senior management in accordance with the criterialaid down recommend to the Board their appointment and removal and shall carry outevaluation of every directors performance.
2) The Committee shall formulate the criteria for determiningqualification positive attributes and independence of a director and recommend to theBoard policy relating to the remuneration for the directors key managerial personnel andother employees.
3) Devise a policy on Board Diversity.
4) Formulate criteria for evaluation of Independent Directors and theBoard.
Two Nomination and Remuneration Committee meetings were held during theyear on 14.11.2017 and 14.02.2018.
Composition of Nomination and Remuneration Committee is as under:
|Name of Director ||Executive/ Executive ||Non- Member/ Chairman |
|Mr. Sanjay Somani ||Non- Executive ||Chairman |
|Mr. Vinod Mimani ||Non- Executive ||Member |
|Mrs. Kavita Pawar ||Non-Executive ||Member |
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STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Committee has the mandate to review and redress shareholdergrievances including complaints related to non-receipt of securities/share certificatesnon-receipt of balance sheet non-receipt of declared dividends etc.
The committee reviews shareholders complaints and resolution thereof.The Committee expresses satisfaction with the Company's performance in dealing withinvestor grievances and its share transfer system.
Four Stakeholders Relationship Committee meetings were held during theyear on 30.05.2017 14.08.2017 14.11.2017 01.12.2017 14.02.2018.
Composition of Stakeholders Relationship Committee is as under:
|Name of Director ||Executive/ Non- Executive ||Member/ Chairman |
|Mr. Vinod Mimani ||Non- Executive ||Chairman |
|Mr. Sanjay Somani ||Non- Executive ||Member |
|Mr. Shekhar Somani ||Executive ||Member |
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A) The Disclosure pursuant to Rule 5 (1) of the Companies(Appointment of Managerial Personnel) 2014 is as follows:
|Name of the Director || |
Amount of remuneration to Directors
Percentage increase in the remuneration
Ratio of remuneration of each Director/ to median remuneration of employees
|1 Mr. Shekhar Nandkumar Somani || || || |
|2 Mr. Sanjay Somani || || || |
|3 Mr. Vinod Mimani || || |
|4 Mrs. Kavita Sandeep Pawar || || || |
The Independent Directors do not receive any remuneration or sittingfees.
2. There was no remuneration paid to Key managerial Personnel orDirector.
B) None of the employee of the Company was in receipt of theremuneration (throughout the financial year or part thereof) as per Rule 5(2) of theCompanies (Appointment of Managerial Personnel) 2014.
C) The Company does not have any Holding or Subsidiary Company and Noneof the Directors of the Company are the Managing Director or Whole Time Director in theAssociate Company.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS ANDEMPLOYEES:
The Company has a vigil mechanism named Whistle Blower Policy to dealwith instance of fraud and mismanagement if any. In staying true to our values ofStrength Performance and Passion and in line with our vision of being one of the mostrespected companies in India the Company is committed to the high standards of CorporateGovernance and stakeholder responsibility. The Company has a Whistle Blower Policy to dealwith instances of fraud and mismanagement if any. The Whistle Blower Policy ensures thatstrict confidentiality is maintained whilst dealing with concerns and also that nodiscrimination will be meted out to any person for a genuinely raised concern. A highlevel Committee has been constituted which looks into the complaints raised. The Committeereports to the Audit Committee and the Board.
BUSINESS RISK MANAGEMENT:
The Company believes that risk should be managed and monitored on acontinuous basis. As a result the Company has designed a dynamic risk managementframework to allow managing risks effectively and efficiently enabling both short termand long term strategic and business objectives to be met.
The provision of section 204 read with section 134(3) of the companiesAct 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 The Company has appointed M/s SG & Associates Practicing Company Secretary asthe Secretarial Auditor of the Company for the year 2017-2018. The Secretarial Auditreport is annexed herewith as "Annexure C".
Secretarial Audit Observations-
i) The Company is in the process of appointing Chief Financial Officerand Internal Auditor. ii) The Company is also in the process of appointingthe Company Secretary and Compliance Officer.
Directors clarification on the Observations to Secretarial AuditReport:
The Company is taking necessary steps for appointing a suitablecandidature for the post of Company Secretary. The Company is in the process of appointingChief Financial Officer and Internal Auditor.
1. Company considered at cost its all financial assets and financialliability and not considered its valuation or also impairment of assets viz. long terminvestments as required under IND AS 32 and 109.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which isapplicable to the Members of the Board and all employees in the course of day to daybusiness operations of the company. The Company believes in "Zero Tolerance"against bribery corruption and unethical dealings / behaviors of any form and the Boardhas laid down the directives to counter such acts. The code laid down by the Board isknown as "code of business conduct" which forms an Appendix to the Code. TheCode has been posted on the Company's website The Code lays down the standard procedure ofbusiness conduct which is expected to be followed by the Directors and the designatedemployees in their business dealings and in particular on matters relating to integrity inthe work place in business practices and in dealing with stakeholders. The Code givesguidance through examples on the expected behavior from an employee in a given situationand the reporting structure. All the Board Members and the Senior Management personnelhave confirmed compliance with the Code. All Management Staff were given appropriatetraining in this regard.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of InsiderTrading with a view to regulate trading in securities by the Directors and designatedemployees of the Company. The Code requires pre-clearance for dealing in the Company'sshares and prohibits the purchase or sale of Company shares by the Directors and thedesignated employees while in possession of unpublished price sensitive information inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code. All Board of Directors and the designatedemployees have confirmed compliance with the Code.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provided upon request. In terms of Section136 of the Act the reports and accounts are being sent to the members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the members at the Registered office of the company during business hours onworking days of the company up to the date of ensuing Annual General Meeting. If anymember is interested in inspecting the same such member may write to the companysecretary in advance.
Your Company and its Directors wish to extend their sincerest thanks tothe Members of the Company Bankers State Government Local Bodies Customers SuppliersExecutives Staff and workers at all levels for their continuous cooperation andassistance.
For and on behalf of the Board of Directors G D Trading and AgenciesLimited
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|Sd/- || |
|Sanjay Somani || |
|Director || |