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Ghushine Fintrrade Ocean Ltd.

BSE: 539864 Sector: Others
NSE: N.A. ISIN Code: INE009U01011
BSE 05:30 | 01 Jan Ghushine Fintrrade Ocean Ltd
NSE 05:30 | 01 Jan Ghushine Fintrrade Ocean Ltd

Ghushine Fintrrade Ocean Ltd. (GHUSHINEFINTRRA) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their Annual Report on the business andoperations of the Company and the accounts for the Financial Year ended March 31 2017.

1. Financial summary or highlights/Performance of the Company (Standalone)

The Board's Report shall be prepared based on the stand alone financial statements ofthe company.

Particulars 2016-2017 2015-2016
Gross Profit 4714051 470104
Net Profit Before Tax 398660 470104
Provision for Tax 94640 152347
Net Profit After Tax 304020 317757

2. Brief description of the Company's working during the year/State of Company's affair

The Company is involved in the trading marketing export merchants and dealers in ArtSilk and textile goods and allied materials including readymade wear cotton nylonterelene and many more.

3. Change in the nature of business if any

There is Change in the nature of Business like the trading marketing exportmerchants and dealers in Art Silk and textile goods and allied materials includingreadymade wear cotton nylon terelene and many more

The company got Listed on SME IPO Platform on 05th May 2016.

4. Dividend

Due inadequate profit the Company has not declared dividend.

5. Share Capital

The Company allotted 2600000 equity shares of Rs.10 each.

6. Directors and Key Managerial Personnel

Mr. Alok Jain (DIN: 01426732) and Mrs. Kapila Jain (DIN: 01426794) Directors retire byrotation at the forthcoming Annual General Meeting and being eligible offer themselvesfor reappointment.

Mr. Alok Jain (DIN: 01426732) was appointed as Managing Director of the Company for aperiod of three years w.e.f. October 12th 2015 to October 11th2018 on a monthly remuneration of Rs.1200000/- (Rupees Twelve Lac Only).

Mrs. SHEELA SOMNATH KADECHKAR (DIN: 06862410) resigned on 20/04/2017 Mr. BHAVINILANKAPATI JAGDISH (DIN: 07315285) Mr. PRATIK R JARIWALA (DIN: 07762431) appointed on20/04/2017 and Mrs. KETAN ISHVARLAL PAREKH (DIN: 07316491) was appointed as IndependentDirector of the Company for a period of Five years.

As per the provisions of the Companies Act 2013 Independent Directors are required tobe appointed for a term of five consecutive years but shall be eligible for reappointmenton passing of a special resolution by the Company and shall not be liable to retire byrotation. All other Directors except the Managing Director will retire at the ensuingAnnual General Meeting and being eligible offer themselves for re-election. TheIndependent Directors of your Company have given the certificate of independence to yourCompany stating that they meet the criteria of independence as mentioned under Section 149(6) of the Companies Act 2013.

During the year.Ms.Akriti Sharma who was appointed as Company Secretary and ComplianceOfficer on 01st April2016 had resigned on 20/02/2017

Also Mr. Alok Jain (DIN: 01426732) and Mrs. SHIKHA Jain has been appointed as ChiefExecutive Officer Chief Financial Officer.

7. Report On Corporate Governance

As per SEBI's Circular No.-CIR/CFD/Policy Cell/7/2014 dated 15th September 2014 theprovisions of Clause 49 of the Listing Agreement are not mandatory hence no such reportis required for the Company.

8. Particulars of Employees

As required under the provision of Section 197 of the Companies Act 2013 read withRule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of employees of the Company is not given as there were no employees drawingremuneration beyond the prescribed limit under the above referred provisions.

9. Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit Nomination & Remuneration and Compliance Committees. The manner in which theevaluation has been carried out has been explained in the Corporate Governance Report.

10. 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. The Remuneration Policy is stated in the Corporate Governance Report.

Managerial Remuneration:

A) Details of the ratio of the remuneration of each director to the median employee'sremuneration and other details as required pursuant to Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014. (Annexure-III).

B) Details of the every employee of the Company as required pursuant to 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

C) Any director who is in receipt of any commission from the company and who is aManaging Director or Whole-time Director of the Company shall receive any remuneration orcommission from any Holding Company or Subsidiary Company of such Company subject to itsdisclosure by the Company in the Board's Report.

D) The following disclosures shall be mentioned in the Board of Director's report underthe heading "Corporate Governance" if any attached to the financialstatement:-

(i) All elements of remuneration package such as salary benefits bonuses stockoptions pension etc. of all the directors;

(ii) Details of fixed component and performance linked incentives along with theperformance criteria;

(iii) Service contracts notice period severance fees;

(iv) Stock option details if any and whether the same has been issued at a discountas well as the period over which accrued and over which exercisable.

11. Auditors:

M/s. Vishal Dotcor & Co Chartered Accountants (Firm Registration No.138122W115987W) the retiring Statutory Auditors of the Company be and are herebyappointed as Auditors of the Company to hold office from the conclusion of this AnnualGeneral Meeting ("AGM") until the conclusion of the fifth consecutive AGM ofthe Company to be held in the year 2021 (subject to ratification of their appointment bythe Members at every AGM held after this AGM) in the place of M/s Jain Anil &Assciates Chartered Accountants (Firm Registration No.115987W) at a remuneration to bedetermined by the Board of Directors of the Company as Auditor and for other professionalservices rendered by them as may be mutually agreed between the Company and the Auditoralong with reimbursement of travelling and other out of pocket expenses as may be incurredby them during the course of the Audit.

AUDITORS' REPORT

The Auditors' Report does not contain any qualification. Notes to Accounts and Auditorsremarks in their report are self-explanatory and do not call for any further comments.

12. Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under M/s. C.P. &Associates Practicing Company Secretary have been appointed Secretarial Auditors ofthe Company. The report of the Secretarial Auditors is enclosed as Form No.MR-3 tothis report. The report is selfexplanatory and do not call for any further comments.

13. Internal Audit & Controls

The Company continues to engage Jignesh S Bardoliya as its Internal Auditor.During the year the Company continued to implement their suggestions and recommendationsto improve the control environment. Their scope of work includes review of processes forsafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas. InternalAuditors findings are discussed with the process owners and suitable corrective actionstaken as per the directions of Audit Committee on an ongoing basis to improve efficiencyin operations.

14. Policy :

During the year the Company Formulated and Adopted Codes under Sebi (Prohibition OfInsider Trading) Regulations 2015 Whistle Blower Policy/Vigil Mechanism Risk ManagementPolicy and also formulated and adopted Code of Independent directors and Code of for Boardand Senior Management.

1 Board of Directors:

Category No. of directors
Non-Executive & Independent Directors including the Chairman 3
Other Non-Executive Directors 1
Executive Director 1
(CEO & Managing Director)
Total 5

The Chairman of the Board is an Executive Director.

As required under Section 149(3) of the Companies Act 2013 & Clause 49(H) (A)(1)of Listing Agreement Mrs. Kapila Jain (DIN: 01426794) a Woman Director has beenappointed as an Independent Director on the Board.

Other Relevant details of Directors:

Name of Director Date of Appointme nt Category No. of Directorship(s) held in Indian public & private Limited Companies

Committee(s) position

Member Chairman
Mr. Alok Jain (DIN:01426732) 10/05/1995 Managing director 2 2
Mrs. Kapila Jain (DIN:01426794) 10/05/1995 Director 1 1
Mrs. Sheela Somnath Kadechkar resigned on 20/04/2017 (DIN:06862410) 12/10/2015 Independen t Director 2 2
Ms. Bhavini Lankapati Jagdish (DIN:07315285) 12/10/2015 Independent Director 1 1
Mr.KETAN ISHVARLAL PAREKH 12/10/2015 Independent Director 0 0
(DIN:07316491)
Mr. PRATIK R JARIWALA JAIN (DIN:07762431) 20/04/2017 Independent Director 0 0

Board Meetings held during the year

Dates on which the Board Meetings were held Total Strength of the Board No. Of Directors Present
30th May 2016 5 5
03rd September 2016 5 5
15th November 2016 5 5
20th February 2016 5 5
16th February 2017 5 5

 

Name of Director

Attendance at the Board Meetings held on

Attendance at the AGM held on 29th Sptember 2016
30/05/2016 03/09/2016 15/11/2016 14/02/2017 16/02/2017
MR. ALOK JAIN (DIN: 01426732) P P P P P P
MRS. KAPILA JAIN (DIN: 01426794) P P P P P P
MRS. SHEELA SOMNATH KADECHKAR (DIN: 06862410) P P P P P P
MS. BHAVINI LANKAPATI JAGDISH (DIN:07 315285) P P P P P P
MR.KETAN ISHVARLAL PAREKH (DIN:07316491) P P P P P P

COMMITTEES OF THE BOARD.

(a) Audit Committee (mandatory committee)

The composition of the Audit Committee as at March 31 2016 and details of the Membersparticipation at the Meetings of the Committee are as under:

Name of Director Category

Attendance at the Board Meetings held on

30/05/2016 03/09/2016 15/11/2016 14/02/2017 - -
Mr. Alok Jain Chairman P P P P - -
Mr. Ketan Ishvarlal Parekh Non executive and Independe nt P P P P
Ms. Bhavini Lankapati Jagdish Non executive and Independe nt P P P P

The Committee is governed by a Charter which is in line with the regulatoryrequirements mandated by the Companies Act 2013 and Clause 49 of the Listing Agreement.Some of the important functions performed by the Committee are:

(b) Remuneration Committee

The composition of the Remuneration Committee as at March 31 2017 and details of theMembers participation at the Meetings of the Committee are as under:

Name of Director Category

Attendance at the Board Meetings held on

30/05/2016 03/09/2016 15/11/2016 -
Mr. Alok Jain Chairman P P P - - -
Mrs. Sheela Somnath Kadechkar Non executive and Independent P P P
Ms. Bhavini Lankapati Jagdish Nonexecutive and Non-Independent P P P

(d) Stakeholders' Relationship Committee (mandatory committee)

In compliance with the provisions of Section 178 of the Companies Act 2013 and theListing Agreement the Board has renamed the existing "Shareholders'/ Investors'Grievance Committee" as the "Stakeholders' Relationship Committee".

The terms of reference of the Committee are:

Name of Director Category

Attendance at the Board Meetings held on

30/05/2016 03/09/2016 15/11/2016 - - -
Mr. Ketan Ishvarlal Parekh Non executive and Independent P P P
Ms. Bhavini Lankapati Jagdish Non executive and Independent P P P
Mrs. Kapila A. Jain Executive Director P P P

During the year no complaints were received from shareholders. The balance complaintswere under various stages of investigation. As on March 31 2017 no investor grievancehas remained unattended/ pending for more than thirty days.

Independent Directors' Meeting

During the year under review the Independent Directors met on March 31 2017 interalia to discuss:

• Evaluation of the performance of Non-independent Directors and the Board ofDirectors as a whole.

• Evaluation of the performance of the chairman of the Company taking intoaccount the views of the Executive and Non-executive directors.

• Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.

• All the Independent Directors were present at the Meeting.

TERMS OF APPOINTMENT & REMUNERATION-CEO & MD

Mr. Alok Jain (DIN: 01426732)

Period of Appointment 3 years w.e.f. October 12th 2015 to October 11th 2018
Salary Grade Rs.18000 (P.M)
Allowances -
Perquisites -
Retrial Benefits -
Performance Bonus -
Sign-on Amount -
Deferred Bonus -
Minimum Remuneration -
Notice Period & Severance Fees -
Other -

15. Extract of annual return:

As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 as a part of this Annual Report as ANNEXURE-I.

16. General Body Meetings

Particulars of last three Annual general meetings :

AGM Year ended 31st March 2016 Venue Date Time Special Resolutions Passed
21 At the Registered Office 29/09/2016 01.00 p.m.
20 2015 At the Registered Office 30/07/2014 11.30 a.m.
19 2014 At the Registered Office 30/09/2014 03.00 p.m.

17. Extraordinary General Meeting (EGM)

One Extraordinary General Meeting held during the Financial Year 2016-2017.

18. During the year under review no resolution has been passed through theexercise of postal ballot.

E-Voting Facility to members

Exempt as the Company is SME Listed.

19. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the financial year of the company to whichthe financial statements relate and the date of the report.

No Material changes occurred subsequent to the close of the financial year of theCompany to which the balance sheet relates and the date of the report like settlement oftax liabilities operation of patent rights depression in market value of investmentsinstitution of cases by or against the company sale or purchase of capital assets ordestruction of any assets etc.

20. Details in respect of adequacy of internal financial controls with reference to theFinancial Statements.

The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company.

21. Deposits

The details relating to deposits covered under Chapter V of the Act

(a) accepted during the year- NIL

(b) remained unpaid or unclaimed as at the end of the year-NIL

(c) whether there has been any default in repayment of deposits or payment of interestthereon during the year and if so number of such cases and the total amount involved-NIL

22. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arm's length transactions under third proviso thereto shall be disclosedin Form No. AOC-2. As Annexure II to the Board Report.

23. STATUTORY DISCLOSURES

In terms of the provisions of Section 217 (2A) of the Companies Act 1956 read withthe Companies (Particulars of Employees) Rules 1975 as amended the names and otherparticulars of the employees are set out in the annexure to the Directors' Report.However as per the provisions of Section 219 (b) (iv) of the said Act read with Clause 32of the Listing Agreement the Annual Report excluding the aforesaid information is beingsent to all the members of the Company and others entitled thereto. Any member interestedin obtaining such particulars may write to the Company at the registered office of theCompany.

24. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:

a) Conservation of energy

(i) the steps taken or impact on conservation of energy NIL
(ii) the steps taken by the company for utilizing alternate sources of energy NIL
(iii) the capital investment on energy conservation equipment's NIL

(b) Technology absorption

(i) the efforts made towards technology absorption NIL
(ii) the benefits derived like product improvement cost reduction product development or import substitution NIL
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- NIL
(a) the details of technology imported NIL
(b) the year of import; NIL
(c) whether the technology been fully absorbed NIL
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof NIL
(iv) the expenditure incurred on Research and Development NIL

25. Human Resources

Your Company treats its "human resources" as one of its most importantassets.

Your Company continuously invest in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.

26. Directors' Responsibility Statement

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) ofSection 134 of the Companies Act 2013 shall state that:-

(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

27. LISTING WITH STOCK EXCHANGES:

The Company got Listed on 05st May 2016 on SME Platform of BSE. The Companyconfirms that it has paid the Annual Listing Fees for the year 2016-2017 to BSE where theCompany's Shares are listed.

28. Acknowledgements

An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.

For and on behalf of the Board of Directors of

Ghushine Fintrrade Ocean Limited

Registered Office: Mr. Kapila Jain Mr. Alok Jain
203 Trividh Chambers Director Managing Director
Ring Road Surat (DIN:01426794) (DIN:01426732)
GJ 395002 IN
(PLACE): Surat
(DATE): September 05th 2017