Your Directors are pleased to present the 44th Annual Report of the Companytogether with the Audited Statements of Accounts and Auditors' Report for the year ended31st March 2017.
(Rs. In Lacs)
|Particulars ||2016-17 ||2015-16 |
|Revenue from Sale of Shares ||- ||120.94 |
|Revenue from Interest Income ||418.903 ||351.91 |
|Revenue from Sale of Commodity ||1545.512 ||507.78 |
|Total Operation Revenue ||1964.415 ||980.63 |
|Revenue from other income ||1.075 ||3.93 |
|Total Revenue ||1965.49 ||984.56 |
|Profit before Dep & interest ||2.289 ||(113.42) |
|Depreciation ||0.00 ||0.00 |
|Interest || ||0.61 |
|Profit after Dep & Interest and before Tax ||2.289 ||(113.44) |
|Provision for Taxation ||0.436 ||0.00 |
|Provision for Tax (deferred) ||0.00 ||(18.78) |
|Profit /Loss after Tax ||1.853 ||(94.66) |
|Net profit/ (Loss) ||1.853 ||(94.66) |
|EPS ||0.007 ||(0.33) |
During the year under review the company has generated the total revenue of Rs. 1965.49lacs as compared to Rs. 984.56 lacs in the previous year which is almost double from theprevious year. The net profit after tax was Rs. 1.85 lacs as compared to loss of Rs 94.66lacs in the previous year.
In details it can be clearly seen from the figures available the Company did not tradein securities during the year under review resulted into nil revenue from Share TradingSegment as compare to Rs.157.36 Lacs in previous year and interest income is almost and atsame level. However the company has managed to almost doubled its revenue from Sale ofCommodities Segment i.e. Rs.1545.51/- Lacs as compared to Rs.507.78 Lacs in previous yeardepicting 204% increase.
Further the year 2016-17 proved to be profitable year for the company though the profitis a miniature in figures but company has managed to earn the profit for the year againstthe loss of Rs.94.66 Lacs in previous year.
With the view to conserve financial resources of the Company your Directors do notrecommend any dividend on equity shares for the year ended 31st March 2017
The company has not accepted any public deposits during the year under review.
The company is not having any subsidiary company.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under section 134(3) (c) of the companies Act 2013 withrespect to the Directors'
Responsibility Statement it is hereby confirmed:
a) In the preparation of the annual accounts for the financial year ended 31st March2017 the applicable accounting standards have been followed.
b) Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates were made so as to give a true and fair view of the State ofaffairs of the corporation as at the end of March 31 2017 and of the profit of theCompany for the year ended on that date.
c) Proper and sufficient care to the best of their knowledge and ability for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
d) The Annual Accounts of the Company have been prepared on the ongoing concern basis.
e) That they have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively.
f) That system to ensure compliance with the provisions of all applicable laws was inplace and was adequate and operating effectively.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review Mr. Dheeraj Shah Managing Director of the company andMrs. Sonal Virani Non Executive Independent director of the company resigned w.e.f. 11thJanuary 2017 due to his pre-occupation elsewhere. The Board of Directors appreciates thecontributions made by them during their tenure of Directorship.
On the recommendation of Nomination & remuneration Committee the Board inducted Mr.Nilesh Barai as Executive Director Mrs. Narmadaben Patel as the Non Executive Directorand Ms. Khushboo Jain as the company Secretary and compliance officer of the company w.e.f11th January 2017.
Your Directors also recommend to the members the office of Mr. Nilesh Barai as WholeTime Director of the company for the period of five years as per item no. 6 of the notice.
As required under Regulation 30 of SEBI (Listing Obligation & DisclosureRequirement) Regulatios 2015 with the stock exchanges the information on particulars ofdirectors proposed for appointment/re-appointment has been given in the notice of annualgeneral meeting.
SHIFTING OF REGISTERED OFFICE OF THE COMPANY:
The Company has shifted its registered office within the local limit of same city andROC from B/411 Crystal Plaza Opp. Infinity Mall New Link Road Andheri West Mumbai400053 to 705 Morya Bluemoon Near Monginis Cake Factory Opp. Citi Mall Link RoadAndheri West Mumbai 400053 w.e.f. 20th March 2017 for availing betterinfrastructure and work space.
DECLARATION OF INDEPENDENCE BY DIRECTORS:
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfill all the conditions specified in the Companies Act 2013 making them eligible toact as Independent Directors
POLICIES ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard. The policy is available on the website of the company viz www.gromotrade.com
EVALUATION OF BOARD OF DIRECTORS:
Pursuant to the provisions of the Act and Schedule V of SEBI (Listing Obligation &Disclosure Requirement) regulations 2015 the Nomination and Remuneration Committee ofthe Board carried out the annual evaluation of the performance of the Board as a wholethe Directors individually as well as of various Committees of the Board. The performanceevaluation of the Independent Directors was carried out by the entire Board. Theperformance evaluation of the Chairman and non independent Directors was also carried outby the Independent Directors at their seperate meeting. The Directors expressed theirsatisfaction with the evaluation process.
M/s. R. Soni & Co Chartered Accountants having Registration No. 130349W who areStatutory Auditors of the Company hold office up to the forthcoming Annual General Meetingand are recommended for re-appointment to audit the accounts of the Company for theFinancial Year 2017-18. As required under the provisions of Section 139 of the CompaniesAct 2013 the Company has obtained written confirmation from M/s. R. Soni & Co thattheir appointment if made would be in conformity with the limits specified in the saidSection.
Observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments under Section Section 134(1) of the Companies Act 2013.
Ms. Sonal Oza Company Secretary in Practice has been appointed pursuant to therequirements of Section 204(1) of the Act and Rule 9 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 to conduct the Secretarial Audit forthe financial year 2016-17. The Secretarial Audit Report as received from Ms. Sona Oza isappended to this Report as Annexure I.
COMMENT/EXPLANATION ON REMARKS /OBSERVATIONS/QUALIFICATION MADE BY SECRETARIALAUDITORS:
The Company has not registered itself with Professional Tax Department. However Companyhas deducted Profession Tax from salary of its employee regularly. The Company will soonobtain valid P.T. number and will comply with the same in the future.
As far as utilization of allotment money is concerned the company has raised fund tofulfill the additional fund requirements for capital expenditure including acquisition ofcompanies / business funding long term working capital requirements marketing settingup of offices abroad and for other approved corporate purposes which included giving ofloans and advances and making of investments. The main object of the Company at the timewas raising fund was finance and investment only even if it was not specificallymentioned the company can use the money so raised for its main object anyways. Howverethe company sought the approval of the members at ensuing general meeting by way ofratification for utilization of allotment money for diverisfied business purposes.
As far as appointment of Mr. Mehulkumar Harishkumar Kadiya was concerned the DIN hasbeen obtained late due to administrative delay and the members of the company themselveshas confirmed his appointment at 43rd Annual General meeting.
All of the above qualification/obeservation/remarks does not bear on the performanceand earning capacity of the Company. The Management
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year 2016-2017 your company has entered into transaction withrelated partywhich was in the ordinary course of business and on arm's length basisdetails of which are provided in Form AOC - 2 pursuant to Sec-134(3)(h) of the CompaniesAct 2013 read with rule 8(2) of the Companies (Accounts) Rules 2014 are appended as AnnexureII which forms an integral part of this annual report. The policy on Related Partytransaction has been devised by your Company for determining the materiality oftransaction with Related Parties and dealing with them.
There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large.
EXTRACT OF ANNUAL RETURN:
Pursuant to the under Section 92(3) and Section 134(3) of the Act read with Rule 12 ofCompanies (Management and Administration) Rules 2014 an extract of Annual Return inprescribed Form MGT-9 requirements is given in the Report as Annexure III.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report.
The disclosures as specified under Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 have been appended to this Report as AnnexureIV.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:
The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated under regulation 34 and Schedule V of SEBI (Listing Obligation& Disclosure Requirement) Regulations 2015 form part of the Annual Report have beenappended to this Report as Annexure V and AnnexureVI respectively. Certificate fromM/s R. Soni & Co Pacticising Chartered Accountant confirming compliance with therequirements of Corporate Governance as stipulated in Schedule V of SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 is annexed as AnnexureVII'.
CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification as required underSechedule IV of SEBI (Listing Obligation & Disclosure Requirement) Regulations 2015and Chief Executive Officer declaration about the Code of Conduct is Annexed to thisReportas Annexure VIII'.
COMPOSITION OF AUDIT STAKEHOLDER RELATIONSHIP AND NOMINATION & REMUNERATIONCOMMITTEE:
For details kindly refer the Corporate Governance Report annexed to this Report as AnnexureV.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred duringFinancial Year 2016-17 till the date of this report. Further there was nochange in the nature of business of the Company.
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Company has the Risk Management and Internal Control framework in placecommensurate with the size of the Company. However Company is trying to strengthen thesame. The details of the risks faced by the Company and the mitigation thereof arediscussed in detail in the Management Discussion and Analysis Report that forms part ofthe Annual Report.
The Company does not have any Foreign exchange earnings / expenses during the yearunder review and therefore the information in respect of Foreign Exchange Earnings andOutgo as required by Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988 is not provided.
LISTING OF SHARES:
Equity shares of your Company are listed on Bombay Stock Exchange only and the Companyhas paid the necessary Listing fees for the year 2017-2018. However Trading in the sharesof the company has been suspended by the exchange due to survelliance measures.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The Company is not required to give information relating to conservation of energy andtechnology absorption as the Company is not engaged in any activities referred to inCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of investments covered under section 186 of the Companies Act 2013 will beproduced for verification to the members at the Registered Office of the company on theirrequest.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company is committed to the high standards of Corporate Governance and stakeholderresponsibility. The Company has established a vigil mechanism to be known as theWhistle Blower Policy' for its Directors and employees to report instances ofunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct.
The aim of the policy is to provide adequate safeguards against victimization ofwhistle blower who avails of the mechanism and also provide direct access to the Chairmanof the Audit Committee in appropriate or exceptional cases.
Accordingly Whistle Blower Policy' has been formulated with a view to provide amechanism for the Directors and employees of the Company to approach the Chairman of theAudit Committee of the Company.
The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.
POLICY FOR PREVENTION OF INSIDER TRADING & REDRESSAL OF SEXUAL HARASSMENT OF WOMENAT WORKPLACE:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsibleforimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
The company has framed policy in accordance with The Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013. During the financial year2016-17 no cases in the nature of sexual harassment were reported at any workplace of thecompany.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
No such events occurred during the Financial Year 2016-17.
GREEN INITIATIVE IN CORPORATE GOVERNANCE:
The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21and April 29 2011 respectively) has undertaken Green initiative in corporateGovernance' and allowed companies to share documents with its shareholders through anelectronic mode.Members are requested to support their green initiative byregistering/updating their email addresses in respect of shares held in dematerialisedform with their respective depository participants and in respect of shares held inphysical form with RTA of Company.
Your company always endeavours to keep the time of response to shareholdersrequest/grievance at the minimum. Priority is accorded to address all the issues raised byshareholders and provide them a satisfactory reply at the earliest possible time. TheStakeholder Relationship Committee of the board meets periodically and reviews the statusof the Shareholders' Grievances.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authorities andmembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company's executives staffand workers..
|For & on behalf of Board of Directors |
|Sd/- ||Sd/- |
|Nilesh Barai ||Upendra Patel |
|(Whole Time Director) ||(Director) |
|DIN: 07691781 ||DIN: 06854187 |
|Place: Mumbai || |
|Date:26/08/2017 || |