The Directors have pleasure in presenting the 37th Annual Report and the Company'sAudited Financial Statements (standalone and consolidated) for the financial year endedMarch 31 2019.
1. SUMMARY OF FINANCIAL RESULTS
The Company's financial performance for the year ended March 31 2019 is summarizedbelow:
|PARTICULARS ||STANDALONE ||(Amount in Rs.) ||CONSOLIDATED ||(Amount in Rs.) |
| ||2018-19 ||2017-18 ||2018-19 ||2017-18 |
|Profit Before Tax ||658368 ||3618017 ||45496026 ||41884234 |
|Less: Current Tax ||334552 ||940282 ||11158188 ||11406190 |
|Deferred Tax ||0 ||(4849) ||861728 ||2407505 |
|Profit After Tax ||323816 ||2682584 ||33476111 ||28070539 |
|Add: Profit Brought Forward From Previous Year ||1927154 ||(752572) ||438807846 ||425047525 |
|Less: Adjustment For Income Tax For Earlier Years ||- ||(2858) ||- ||~ |
|Profit/ Loss Carried Forward ||2250970 ||1927154 ||454433330 ||438807846 |
|Basic/ Diluted Earnings Per Share ||0.10 ||0.85 ||10.59 ||8.88 |
2. OPERATION AND STATE OF COMPANY'S AFFAIRS
The Company is engaged in Trading in rice and cashew nuts as its principal business. Itgives us immense pleasure to inform that the Company has a healthy management and workerrelationships and we pledge to strengthen the same to improve quality of work culture andproductivity.
The Company also enjoys a very good reputation for quality products and sustainedquality maintenance with all the major builders and dealers. We are known for creatingdependable supply levels and maintaining cordial relationships with all dealers andcustomers.
During the year under review the standalone turnover of the Company amounted to Rs.59118955/-and consolidated turnoveramounted to^ 2579259185/- whereas in theprevious year standalone turnover of the Company was Rs. 100818354/- and consolidatedturnover was Rs. 2334935140/- Standalone Profit for the year has increased by 88% andConsolidated Profit has increased by 19% Consolidated Exports have increased by 16.03%during the year. The Management is hoping for better results in the coming years.
The Board considered it to be prudent to conserve the resources for the Company'sgrowth and expansion and accordingly does not recommend payment of any dividend on theEguity shares for the financial year under review.
4. TRANSFER TO RESERVES
The Directors do not propose to transfer any amount to the general reserves during theyear.
5. MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis report for the year under review as stipulatedunder Regulation 34(2Xe) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is attached with this Reportand marked as Annexure -1.
6. EXTRACT OF ANNUAL RETURN
An extract of the Annual Return for the year ended 31st March 2019 in the prescribedForm MGT- 9 pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12(1) ofthe Companies(Management and Administration) Rules 2014 is attached with this Report andmarked as Annexure - II
7. CORPORATE GOVERNANCE
The provisions of Regulation 15(2) read with Regulation 27 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 are not applicable to the Company. Hence report on Corporate Governance for thefinancial year 201819 is not attached herewith.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of theCompany Mr. Prabhat Kumar Haidar (DlN: 02009423) director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible has offered himself forre-appointment.
9. AUDIT COMMITTEE
The Composition of the Audit committee is in accordance with the requirements ofsection 177 of the Companies Act 2013 and comprises of Sri Debasis Saha as Chairman andSri Keshab Kumar Haider and Sri Zakir Hossain as its members.
During the Financial Year 2018-19 4 (four) meetings of the Audit Committee of theBoard of Directors were held on 30.05.2018 14.08.2018 14.11.2018 and 14.02.2019. Allthe recommendations made by the Audit Committee were accepted by the Board.
10. NOMINATION AND REMUNERATION COMMITTEE
The Composition of the Nomination and Remuneration Committee is in accordance with therequirements of section 178 of the Companies Act 2013 and comprises of Sri Debasis Sahaas Chairman and Sri Prabhat Kumar Haidar and Sri Zakir Hossain as its members.
During the Financial Year 2017-18 1 (One) meeting of the Nomination and RemunerationCommittee of the Board of Directors was held on 20.12.2018
11. DECLARATION UNDER SECTION 149 OF THE COMPANIES ACT 2013
The Independent Directors of the Company have given the declaration of independence tothe Company stating that they meet the criteria of Independence as mentioned under Section149(6) of the Companies Act 2013. The independent directors had their meeting on14.02.2019.
12. FORMAL ANNUAL EVALUATION OF THE BOARD
The Nomination and Remuneration Committee of the Board has devised criteria forevaluation of the performance of Directors in compliance with the Companies Act 2013 andapplicable regulations. The Board has evaluated its own performances and that of itsCommittees and all individual directors including both Independent and Non IndependentDirectors. All the Directors of the Company are found to be persons of having knowledgeand experience in their respective area and their association with the Company isconsidered to be beneficial to the Company. During the year under review the Committeemade the performance evaluation as above based on the following criterions in line withthe Nomination and Remuneration Policy:
Attendance and participation in the meetings:
Preparedness for the meetings:
Understanding of the Company and the external environment in which it operatesand
Constructive contribution to issues and active participation at meetings
The Committee found the performance of the Directors to be satisfactory.
13. COMPANY'S POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS
The Board of Directors of the Company has adopted an Appointment and RemunerationPolicy in consultation with its Nomination and Remuneration Committee pursuant to Section178(3) and other applicable provisions of the Companies Act 2013 for determiningqualifications positive attributes and independence of directors and criteria fordirectors' appointment and remuneration. The details of Nomination and Remuneration Policyof the Company are disclosed in Annexure- VII of the Report.
14. VIGIL MECHANISM
The Company has established an effective whistle blower policy (Vigil Mechanism)pursuant to Section 177(9) of the Act 2013 and Rules made there under and procedures forits Directors and employees for enabling them to report their genuine concerns if any. Italso provides for adequate safeguards against victimization of persons. The Policy onVigil Mechanism may be accessed on the company's website at: www.halderventure.in.
15. NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2018-19 four(4) meetings of the Board of Directors of theCompany were held on 30.05.201814.08.201814.11.2018 and 14.02.2019. All the Directors ofthe Company were present in the meetings.
16. DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 thedirectors confirm that:
a. In the preparation of the annual accounts for the financial year ended 31 March2019 the applicable accounting standards had been followed along with proper explanationrelating to material departures if any;
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 as at 31 March 2019 and of the profit ofthe Company for period from 1 April 2018 to 31 March 2019;
c. The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. The Directors had prepared the annual accounts for the financial year ended 31 March2019 on a going concern basis;
e. The Director had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively;
f. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
17. STATUTORY AUDITORS AND ITS REPORT
M/s Sen & Ray Chartered Accountants (FRN 303047E) were appointed as StatutoryAuditors of the Company for a term of 5 (five) consecutive years at its 34th AnnualGeneral Meeting held on 28.09.2016 till the conclusion of the Annual General Meeting ofthe Company to be held in the year 2021 (subject to ratification of their re- appointmentat every AGM). They have confirmed that they are not disqualified from continuing asAuditors of the Company. The Notes on financial statement referred to in the Auditors'Report are self-explanatory and do not call for any further comments. The Auditors' Reportdoes not contain any qualification reservation adverse remarks. However the Auditor hasgiven a disclaimer opinion that the Company has not established internal financial controloverfinancial reporting in the manner as stated in the guidance notes on InternalFinancial control over Financial Reporting issued by the Institute of CharteredAccountants of India. The Board has noted the same and assures of proper compliance andestablishment of the same.
18. SECRETARIAL AUDITOR
The Board has appointed Mr. Manoj Prasad Shaw Practicing Company Secretary (FCS 4194)to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Reportfor the financial year ended March 31 2019 is annexed herewith marked as Annexure- III tothis Report.
19. INTERNAL AUDITOR
M/s Gautam K. Datta & Associates Chartered Accountants (FRN: 328566E) wereappointed as Internal Auditor for the financial year 2018-19. They have submitted theirreport based on the internal audit conducted during the year under review.
20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
21. CONTRACT AND ARRANGEMENT WITH RELATED PARTIES
The Audit Committee reviews all the Related Party Transactions to ensure that the sameare in line with the provisions of Law and Policy. The Committee approves the RelatedParty Transactions entered by the Company under section 188 of the Companies Act 2013details of which are disclosed in the notes forming part of the financial statements andin form A0C- 2 marked as Annexure V.
22. CORPORATE WEBSITE
The Company's web address is www.halderventure.in. The website contains a completeoverview of the Company. The Company's Annual Report financial results details of itsbusiness shareholding pattern compliance with Corporate Governance contact informationof the designated officials of the Company who are responsible for assisting and handlinginvestor grievances the distribution schedule and Code of Conduct are uploaded on thewebsite.
23. DISCLOSURES UNDER RULE 8 OF COMPANIES (ACCOUNTS) RULES 2014
i. Names of Companies which have become or ceased to be Subsidiaries Joint VentureCompanies or Associate Companies during the year: There has been no change in thesubsidiaries of the Company. The holding in subsidiary companies remain same as previousyear.
ii. Performance Of Subsidiaries And Associate Companies: A report on the performanceand the financial position of each of the Subsidiaries and Associate Companies is annexedherewith and marked as Annexure- IV.
iii. Financial summary or highlights: As detailed under the heading 'Summary ofFinancial Results'
iv. Change in the nature of business if any: None
v. Details of Directors or Key Managerial Personnel who were appointed or resignedduring the year: NIL
vi. Details relating to deposits: There were no fixed deposits from the publicoutstanding of the Company at the end of the financial year. No fixed deposit has beenaccepted during
the year and as such there is no default in repaynnent of the said deposits. There hasnot been any deposit which is not in compliance with the requirements of Chapter V of theCompanies Act 2013.
vii. Significant material orders: No significant and material orders have been passedby any regulators) or Court(s) or Tribunal(s) impacting the going concern's status andCompanies operations in future.
viii. Adequacy of Internal Financial Control: The Company has an adequate system ofinternal control procedure as commensurate with the size and nature of business whichensures that all assets are safeguarded and protected against loss and all transactionsare recorded and reported correctly. The internal control system of the Company ismonitored and evaluated by internal auditors and their audit reports are periodicallyreviewed by the Audit Committee of the Board of Directors. The observations and commentsof the Audit Committee are placed before the Board for reference. The scope of internalaudit includes audit of Purchase Facilities Sales Promotion Expenditure and IncentiveScheme Debtors and Creditors policy Inventory policy GST matters and others which arealso considered by the Statutory Auditors while conducting audit of the annual financialstatements. However the Auditor has given a disclaimer opinion in its report that theCompany has not established internal financial control over financial reporting in themanner as stated in the guidance notes on Internal Financial control over FinancialReporting issued by the Institute of Chartered Accountants of India. The Board has notedthe same and assures of proper compliance and establishment of the same.
ix. Disclosure as to maintenance of cost records as specified by the Central Governmentunder section 148 (1) of the Companies Act 2013: Not applicable
x. Conservation Of Energy Technology Absorption Foreign Exchange Earnings And Outgo:
A) Conservation Of Energy: The Senior personnel continuously monitor energy consumption
B) Technology absorption: The Company has no activities relating to technologyabsorption.
C) Foreign exchange earnings and Outgo: Earnings by way of export- INR 26361741.00;Outgo- INR 30816020.00
24. CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements have been prepared in accordance with theprinciples and procedures for the preparation and presentation of Consolidated Accounts asset out in Section 129 of the Companies Act 2013 read with the Companies(Accounts) Rules2014. The Audited Consolidated Financial Statement together with Auditors' Report formspart of the Annual Report.
25. RISK MANAGEMENT POLICY
The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are minimal.
26. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
27. LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid all the pending Annual Listing Fees to BSE wherethe Company's shares are listed. BSE's Listing Centre is a web-based application designedfor corporates. All periodical compliance filings like shareholding pattern financialresults notices and outcome of the Board Meetings among others are also filedelectronically on the Listing Centre.
28. DEMATERIALIZATION OF SHARES
95.64% of the Company's paid up Equity Shares Capital is in dematerialization form ason 31st March 2019 and balance 4.36% is in physical form.
Share transfers in physical form are processed by the Registrar and Transfer AgentsMaheshwari Datamatics Private Limited (23 R.N Mukherjee Road 5th Floor Kolkata-700001West Bengal Tel: 033-2248 2248 Fax No: 033- 2248 4787; Email Id: email@example.com)and areapproved by the Board of Directors of the Company or the authorised signatories of theCompany. Share transfers are registered and returned within 15 days from the date oflodgment if documents are complete in all respects. The depository system handles sharetransfers in dematerialized form.
29. MATERIAL CHANGES OCCURRED AFTER END OF FINANCIAL YEAR
No material changes and commitment which could affect the Company's financial positionhave occurred between the end of the financial year of the Company and date of thisreport.
30. SHARE CAPITAL
Issue of equity shares with differential rights: The Company has not issued any of itssecurities with differential rights during the year under review.
Buy Back of Securities: The Company has not bought back any of its securities duringthe year under review.
Sweat Equity Bonus Shares & Employee Stock Option Plan: The Company has neitherissued sweat equity or bonus shares nor has provided any stock option scheme to theemployees.
Preferential Issue of Capital: The Company has not made any preferential issue duringthe current financial year.
31. PARTICULARS OF EMPLOYEES
The disclosure as required under Rule 5(1) of Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 is enclosed with this report as Annexure VI. TheCompany has not paid any remuneration attracting the provisions of Rule 5(2) of theCompanies (Appointment & Remuneration of Managerial Personnel) Rules 2014. Hence noinformation is required to be appended to this report in this regard.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
The Company has in place a policy in line with the requirements of The SexualHarassment of Women at Workplace (Prevention Prohibition & Redressal) Act 2013.Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this Policy. The Directors are pleased to report that during the yearunder review neither any complaints of sexual harassment were received by it nor werethere any complaints relating thereto which required any disposal thereof.
The Board would like to express its sincere appreciation for the valuable support andco-operation received from various Central and State Government Authorities StockExchanges Financial Institutions and Banks during the year. They also gratefullyacknowledge the support extended by the customers and shareholders and contribution madeby the employees at all level.
| ||For and on behalf of the Board of Directors |
|Date: May 302019 ||KESHAB KUMAR HALDER |
|Place: Kolkata ||MANAGING DIRECT0R(DIN: 00574080) |