The Directors have pleasure in presenting the 36th Annual Report andthe Company's Audited Financial Statements (standalone and consolidated) for the financialyear ended March 31 2018.
1. SUMMARY OF FINANCIAL RESULTS:
The Company's financial performance for the year ended March 31 2018is summarized below:
| || |
(Amount in Rs)
(Amount in Rs)
|PARTICULARS || |
| || |
|Profit Before Tax || |
|Less: Current Tax || |
|Deferred Tax || |
|Profit After Tax || |
|Add: Profit Brought Forward From Previous Year || |
|Less: Adjustment For Income Tax For Earlier Years || |
| || || |
|Profit/ Loss Carried Forward || |
|Basic/ Diluted Earnings Per Share || |
2. OPERATION AND STATE OF COMPANY'S AFFAIRS:
The Company is engaged in Trading in rice and rice bran and cashew nutsas its principal business. However the Company has started trading in cashew nuts fromthis year. It gives us immense pleasure to inform that the Company has a healthymanagement and worker relationships and we pledge to strengthen the same to improvequality of work culture and productivity.
The Company also enjoys a very good reputation for quality products andsustained quality maintenance with all the major builders and dealers. We are known forcreating dependable supply levels and maintaining cordial relationships with all dealersand customers.
During the year under review the standalone turnover of the Companyamounted to Rs 100818354/- and consolidated turnover amounted to Rs 2334935140/-whereas in the previous year standalone turnover of the Company was Rs 21493755/- andconsolidated turnover was Rs 33203310/- Standalone Profit for the year has increased by95% and Consolidated Profit has
increased by 99% Standalone Exports for the year have increased by 65%;Consolidated Exports have increased by 13%
The Management is hoping for better results in the coming years.
The Board considered it to be prudent to conserve the resources for theCompany's growth and expansion and accordingly does not recommend payment of any dividendon the Equity shares for the financial year under review.
4. TRANSFER TO RESERVES:
The Directors do not propose to transfer any amount to the generalreserves during the year.
5. VOLUNTARY DELISTING OF SHARES FROM THE CALCUTTA STOCK EXCHANGE:
The Company had applied for Voluntary Delisting of equity shares of theCompany from The Calcutta Stock Exchange Limited in compliance with Regulation 6(a) of theSEBI (Delisting of Equity Shares) Regulations 2009. The CSE Ltd had vide its letter noCSE/LD/13691/2017 dated 30.10.2017 confirmed the voluntary delisting of equity sharesfrom the CSE with effect from 31.10.2017.
6. MANAGEMENT DISCUSSION & ANALYSIS:
Management Discussion and Analysis report for the year under review asstipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 is attached with thisReport and marked as Annexure-I.
7. EXTRACT OF ANNUAL RETURN:
An extract of the Annual Return for the year ended 31st March 2018 inthe prescribed Form MGT- 9 pursuant to Section 92(3) of the Companies Act 2013 readwith Rule 12(1) of the Companies (Management and Administration) Rules 2014 is attachedwith this Report and marked as Annexure - II.
8. CORPORATE GOVERNANCE:
The provisions of Regulation 15(2) read with Regulation 27 of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 are not applicable to the Company. Hence report on Corporate Governancefor the financial year 2017-18 is not attached herewith.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
In accordance with the provisions of the Act and the Articles ofAssociation of the Company Mrs. Poulomi Halder (DIN: 02224305) director of the Companyretires by rotation at the ensuing Annual General Meeting and being eligible has offeredherself for re-appointment.
10. AUDIT COMMITTEE:
The Composition of the Audit committee is in accordance with therequirements of section 177 of the Companies Act 2013 and comprises of Sri Debasis Saha asChairman and Sri Keshab Kumar Halder and Sri Zakir Hossain as its members.
During the Financial Year 2017-18 4 (four) meetings of the AuditCommittee of the Board of Directors were held on 21.06.2017 11.08.2017 12.12.2017 and13.02.2018 All the recommendations made by the Audit Committee were accepted by the Board.
11. NOMINATION AND REMUNERATION COMMITTEE:
The Composition of the Nomination and Remuneration Committee is inaccordance with the requirements of section 178 of the Companies Act 2013 and comprisesof Sri Debasis Saha as Chairman and Sri Prabhat Kumar Haldar and Sri Zakir Hossain as itsmembers.
During the Financial Year 2017-18 1 (One) meeting of the Nominationand Remuneration Committee of the Board of Directors was held on 20.12.2017
12. DECLARATION UNDER SECTION 149 OF THE COMPANIES ACT 2013:
The Independent Directors of the Company have given the declaration ofindependence to the Company stating that they meet the criteria of Independence asmentioned under Section 149(6) of the Companies Act 2013. The independent directors hadtheir meeting on 13.02.2018.
13. FORMAL ANNUAL EVALUATION OF THE BOARD:
The Nomination and Remuneration Committee of the Board has devisedcriteria for evaluation of the performance of Directors in compliance with the CompaniesAct 2013 and applicable regulations. The Board has evaluated its own performances andthat of its Committees and all individual directors including both Independent and NonIndependent Directors. All the Directors of the Company are found to be persons of havingknowledge and experience in their respective area and their association with the Companyis considered 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 itoperates and
- Constructive contribution to issues and active participation atmeetings The Committee found the performance of the Directors to be satisfactory.
14. COMPANY'S POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS:
The Board of Directors of the Company has adopted an Appointment andRemuneration Policy in consultation with its Nomination and Remuneration Committeepursuant to Section 178(3) and other applicable provisions of the Companies Act 2013 fordetermining qualifications positive attributes and independence of directors and criteriafor directors' appointment and remuneration. The details of Nomination and RemunerationPolicy of the Company are disclosed in Annexure- VI of the Report.
15. VIGIL MECHANISM:
The Company has established an effective whistle blower policy (VigilMechanism) pursuant to Section 177(9) of the Act 2013 and Rules made there under andprocedures for its Directors and employees for enabling them to report their genuineconcerns if any. It also provides for adequate safeguards against victimization ofpersons. The Policy on Vigil Mechanism may be accessed on the company's website at: www.halderventure.in.
16. NUMBER OF MEETINGS OF THE BOARD:
During the Financial Year 2017-18 six (6) meetings of the Board ofDirectors of the Company were held on 29.05.2017 21.06.2017 11.08.2017 12.12.201720.12.2017 and 13.02.2018. All the Directors of the Company were present in the meetings.
17. DIRECTORS' RESPONSIBILITY STATEMENT:
In accordance with the provisions of Section 134(5) of the CompaniesAct 2013 the directors confirm that:
a. In the preparation of the annual accounts for the financial yearended 31 March 2018 the applicable accounting standards had been followed along withproper explanation relating to material departures if any;
b. The Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31 March 2018 andof the profit of the Company for period from 1 April 2017 to 31 March 2018;
c. The Directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d. The Directors had prepared the annual accounts for the financialyear ended 31 March 2018 on a going concern basis;
e. The Director had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively;
f. The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
18. STATUTORY AUDITORS AND ITS REPORT:
M/ s Sen & Ray Chartered Accountants (FRN 303047E) were appointedas Statutory Auditors of the Company for a term of 5 (five) consecutive years at its 34thAnnual General Meeting held on 28.09.2016 till the conclusion of the Annual GeneralMeeting of the Company to be held in the year 2021 (subject to ratification of their re-appointment at every AGM). They have confirmed that they are not disqualified fromcontinuing as Auditors of the Company.The Notes on financial statement referred to in theAuditors' Report are self-explanatory and do not call for any further comments. TheAuditors' Report does not contain any qualification reservation adverse remarks.However the Auditor has given a disclaimer opinion that the Company has not establishedinternal financial control over financial reporting in the manner as stated in theguidance notes on Internal Financial control over Financial Reporting issued by theInstitute of Chartered Accountants of India. The Board has noted the same and assures ofproper compliance and establishment of the same.
19. SECRETARIAL AUDITOR:
The Board has appointed Mr. Manoj Prasad Shaw Practicing CompanySecretary (FCS 4194) to conduct Secretarial Audit for the financial year 2017-18. TheSecretarial Audit Report for the financial year ended March 31 2018 is annexed herewithmarked as Annexure- III to this Report.
20. INTERNAL AUDITOR:
M/ s Gautam K. Datta & Associates Chartered Accountants (FRN:328566E) were appointed as Internal Auditor for the financial year 2017-18. They havesubmitted their report based on the internal audit conducted during the year under review.
21. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.
22. CONTRACT AND ARRANGEMENT WITH RELATED PARTIES:
The Audit Committee reviews all the Related Party Transactions toensure that the same are in line with the provisions of Law and Policy. The Committeeapproves the Related Party Transactions entered by the Company under section 188 of theCompanies Act 2013 details of which are disclosed in the notes forming part of thefinancial statements.
23. CORPORATE WEBSITE:
The Company's web address is www.halderventure.in. The website containsa complete overview of the Company. The Company's Annual Report financial resultsdetails of its business shareholding pattern compliance with Corporate Governancecontact information of the designated officials of the Company who are responsible forassisting and handling investor grievances the distribution schedule and Code of Conductare uploaded on the website.
24. DISCLOSURES UNDER RULE 8 OF COMPANIES (ACCOUNTS) RULES 2014:
i. Names of Companies which have become or ceased to be SubsidiariesJoint Venture Companies or Associate Companies during the year: During the year theCompany acquired P. K. Agri Link Private Limited thereby making it its Subsidiary(53.46%). Previously P. K. Agri Link Private Limited was an Associate of the Company(47.01%). Apart from this no company has become or ceased to be its subsidiaries JointVenture or Associate Companies. following subsidiaries and associate companies:
ii. Performance Of Subsidiaries And Associate Companies: A report onthe performance and the financial position of each of the Subsidiaries and AssociateCompanies is annexed herewith and marked as Annexure- IV.
iii. Financial summary or highlights: As detailed under the heading'Summary of Financial Results'
iv. Change in the nature of business if any: None
v. Details of Directors or Key Managerial Personnel who were appointedor resigned during the year:
Niladri Sekhar Roy and Pronoy Bhattacharya resigned as AdditionalDirectors from the Company on 23/09/2017 and 20/12/2017 respectively.
Debasis Saha and Zakir Hossain were appointed as Additional Directorsof the Company while Abhishek Pal was appointed as the Company Secretary of the Company on20.12.2017
vi. Details relating to deposits:
There were no fixed deposits from the public outstanding of the Companyat the end of the financial year. No fixed deposit has been accepted during the year andas such there is no default in repayment of the said deposits. There has not been anydeposit which is not in compliance with the requirements of Chapter V of the CompaniesAct 2013.
vii. Significant material orders: No significant and material ordershave been passed by any regulator(s) or Court(s) or Tribunal(s) impacting the goingconcern's status and Companies operations in future.
viii. Adequacy of Internal Financial Control: The Company has anadequate system of internal 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.
xi. Conservation Of Energy Technology Absorption Foreign ExchangeEarnings And Outgo:
A) Conservation Of Energy: All the manufacturing operations ofVanaspati remains suspended for the time being no substantial energy is being consumed.As such additional information required in terms of section 134(3)(m) of the Companiesact 2013The Senior personnel continuously monitor energy consumption
B) Technology absorption: The Company has no activities relating totechnology absorption.
C) Foreign exchange earnings and Outgo: Earnings by way of export- INR32903975.00
Outgo- INR 62136569.00
25. CONSOLIDATED FINANCIAL STATEMENT:
The Consolidated Financial Statements have been prepared in accordancewith the principles and procedures for the preparation and presentation of ConsolidatedAccounts as set out in Section 129 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014. The Audited Consolidated Financial Statement together withAuditors' Report forms part of the Annual Report.
26. RISK MANAGEMENT POLICY:
The Company does not have any Risk Management Policy as the elements ofrisk threatening the Company's existence are minimal.
27. CORPORATE SOCIAL RESPONSIBILITY (CSR):
The Company has not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable.
28. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid all the pending Annual ListingFees to BSE where the Company's shares are listed. BSE's Listing Centre is a web-basedapplication designed for corporates. All periodical compliance filings like shareholdingpattern financial results notices and outcome of the Board Meetings among others arealso filed electronically on the Listing Centre.
29. DEMATERIALIZATION OF SHARES:
95.64% of the Company's paid up Equity Shares Capital is indematerialization form as on 31st March 2018 and balance 4.36% is in physical form.
Share transfers in physical form are processed by the Registrar andTransfer Agents Maheshwari Datamatics Private Limited (23 R.N Mukherjee Road 5th FloorKolkata- 700001 West Bengal Tel: 033-2248 2248 2243 5809/5029; Fax No: 033- 2248 4787;Email Id: email@example.com) and are approved by the Board of Directors of the Company orthe authorised signatories of the Company. Share transfers are registered and returnedwithin 15 days from the date of lodgment if documents are complete in all respects. Thedepository system handles share transfers in dematerialized form.
30. MATERIAL CHANGES OCCURRED AFTER END OF FINANCIAL YEAR:
No material changes and commitment which could affect the Company'sfinancial position have occurred between the end of the financial year of the Company anddate of this report.
31. SHARE CAPITAL:
Issue of equity shares with differential rights: The Company has notissued any of its securities with differential rights during the year under review.
Buy Back of Securities: The Company has not bought back any of itssecurities during the year under review.
Sweat Equity Bonus Shares & Employee Stock Option Plan: TheCompany has neither issued sweat equity or bonus shares nor has provided any stock optionscheme to the employees. Preferential Issue of Capital: The Company has not made anypreferential issue during the current financial year.
32. PARTICULARS OF EMPLOYEES:
The disclosure as required under Rule 5(1) of Companies (Appointment& Remuneration of Managerial Personnel) Rules 2014 is enclosed with this report asAnnexure V. The Company has not paid any remuneration attracting the provisions of Rule5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules2014. Hence no information is required to be appended to this report in this regard.
33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has in place a policy in line with the requirements of TheSexual Harassment of Women at Workplace (Prevention Prohibition & Redressal) Act2013. 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.
he Board would like to express its sincere appreciation for thevaluable support and co-operation received from various Central and State GovernmentAuthorities Stock Exchanges Financial Institutions and Banks during the year. They alsogratefully acknowledge the support extended by the customers and shareholders andcontribution made by the employees at all level.
For and on behalf of the Board of Directors
(KESHAB KUMAR HALDER) (MANAGING DIRECTOR) (DIN: 00574080)
Date: May 30 2018 Place: Kolkata