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Hem Holdings & Trading Ltd.

BSE: 505520 Sector: Financials
NSE: N.A. ISIN Code: N.A.
BSE 05:30 | 01 Jan Hem Holdings & Trading Ltd
NSE 05:30 | 01 Jan Hem Holdings & Trading Ltd

Hem Holdings & Trading Ltd. (HEMHOLDINGST) - Director Report

Company director report

Dear Members

Your directors are pleased to present their 37th AnnualReport and Accounts of your Company for the year ended on 31st March 2019.

FINANCIAL RESULTS

31st March 2019 31st March 2018
Total Income 16.47 16.32
Total Expenses 8.55 7.66
Profit before tax 7.91 8.66
Less: Current Tax 0.28 0.46
Profit after tax 7.63 8.20

PERFORMANCE REVIEW

Total income for the Financial Year 2018-19 is Rs. 16.47 lacs asagainst Rs. 16.32 lacs in previous year. Profit before tax for the financial year 2018-19is reduced to Rs.7.91 lacs as against Rs.8.66 lacs for previous financial year and Profitafter Tax is Rs.7.63 lacs against Rs. 8.20 lacs for previous financial Year.

The Company does not have any subsidiary or associate or jointventure Company.

RESERVES

The Company has transferred Rs.0.37 Lacs to Special Reserve Fund duringFinancial Year 2018-19.

DIVIDEND

In order to conserve funds of the Company for future growth the Boardof Directors regrets that no dividend is being recommended for the year under review.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTIONFUND

No amount is required to be transferred under the provisions of Section125(2) of the Companies Act 2013 as there was no dividend declared and paid in lastyears.

REMUNERATION

As per Section 197(12) read with Rule 5 of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 no remuneration has been paid toDirectors of the Company.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

The Company conducts the Familiarization Programme for the IndependentDirectors to provide them an opportunity to familiarize with the Company its Managementand its operation so as to gain a clear understanding of their roles rights andresponsibilities and contribute significantly towards the growth of the Company.

NOMINATION AND REMUNERATION POLICY

The Company continues to consider human resources as its invaluableassets. This policy on nomination and remuneration of directors Key Managerial Personnel(KMPs) and other employees has been formulated in terms of the provisions of the CompaniesAct 2013 and the Listing Agreement.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY

There are no material changes or commitments occurring after 31st March2019 which may affect the financial position of the Company or may require disclosure.

COMPLIANCE WITH RBI GUIDELINES

Your company has adopted “Fair practices Code” and compliedand continues to comply with all the applicable regulations circulars and guidelinesissued by the RBI for every NBFC Company from time to time.

PUBLIC DEPOSITS

The Company has not accepted any deposit within the meaning of Section73 and Section 74 of the Companies Act 2013 read with Companies (Acceptance of Deposits)Rule 2014 including (any statutory modification(s) or re-enactment(s) for the time beingin force).

CORPORATE GOVERNANCE

As per the provisions of Regulation 15(2) of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 the compliance with the specifiedregulations of Corporate Governance was not applicable on the Company during the financialyear 2018-19.

COST RECORDS AND AUDIT

Maintenance of cost records and requirement of cost audit as prescribedunder the provisions of Section 148(1) of the Companies Act 2013 are not applicable forthe business activities carried out by the Company and accordingly no such accounts andrecords are made and maintained .

CHANGE IN THE NATURE OF BUSINESS IF ANY

There was no change in the nature of business of the Company during theFinancial Year ended 31 st March 2019.

NUMBER OF MEETINGS OF THE BOARD

The following Meetings of the Board of Directors were held during theFinancial Year 2018-19:

Sr. No Date of Meeting Board Strength No. of Directors Present
a) 26.04.2018 04 3
b) 28.05.2018 04 3
c) 27.07.2018 04 3
d) 14.11.2018 04 3
e) 14.02.2019 04 3
f) 30.03.2019 03 3

The particulars of the Directors and attendance at the Board Meetingsduring the year the attendance in the last Annual General Meeting number of otherdirectorships (excluding Hem Holdings and Trading Limited) and Committee Memberships as on31- 03-2019 are as follows:

Attendance at meeting during 2018-19 Director ship(s) as ring other
BM AGM
Ketan M Shah 6/6 Yes 1 - Promoter/Non-Executive Director
Sangeeta K Shah 6/6 Yes 1 - Promoter/Managing Director
Pankaj Sachdeva* 5/6 No - - Independent Director
Mehul Nisar** 1/ 6 No - - Independent Director

Note:

(a)Directorships exclude Private Limited Companies Foreign Companiesand Section 8 Companies.

(b) Chairman/Membership of Committee only includes Audit Committee andStakeholders Relationship Committee in Indian Public Limited Companies.

* Resigned from the Board wef 25.03.2019.

** Completed his tenure on 15.06.2019.

Currently the Board has three committees: Audit Committee Nominationand Remuneration Committee and Stakeholders' Relationship Committee.

Audit Committee

The Company has duly constituted an Audit Committee in F.Y 2018-19under chairmanship of Mr Pankaj Sachdeva with Mr Mehul Nisar and Mr Ketan Shah as members.The Board has accepted all recommendation made by the Audit committee made during theyear.

During the Financial Year 2018-19 the Audit Committee met four timeson 28.05.2018 27.07.2018 14.11.2018 and 14.02.2019.

The Composition of the Audit Committee of the Board of Directors of theCompany along with the details of the meetings held and attended during the financial yearended 31st March 2019 is detailed below:

Name o f the Member(s) Category Category No of Meeting attended
Pankaj Sachdeva* Chairman Independent Director 4/4
Mehul Nisar** Member Independent Director 0/4
Ketan M Shah Member Non-Executive Director 4/4

  • Resigned from the Board wef 25.03.2019

** Completed his tenure on 15.06.2019.

NOMINATION AND REMUNERATION COMMITTEE

The committee met once during the year on 14.02.2019.The composition ofthe Remuneration Committee of the Board of Directors of the Company along with the detailsof the meetings held and attended by the members of the Committee during the financialyear 2018-19 is detailed below:

Name o f the Member(s) Category Attendance
Mr. Pankaj Sachdeva (Chairman)* Independent Director 1/1
Mr Mehul Nisar** Independent Director 0/1
Mr. Ketan M Shah Non- Executive Director 1/1

* Resigned from the Board wef 25.03.2019 ** Completed his tenure on15.06.2019.

STAKEHOLDERS's RELATIONSHIP COMMITTEE.

The meeting of the Committee has not been held during the financialyear 2018-19.

As on 31st March 2019 the Stakeholders' RelationshipCommittee consists of the following members:

Name of the Member Status Category
Mr Pankaj Chairman

Independent

Sachdeva* Director
Mr Ketan M Shah Member

Non-Executive Director

Mrs Sangeeta Member Managing Director
K Shah

* Resigned from the Board wef 25.03.2019

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act 2013 the Directorshereby confirm that:

a) In the preparation of the Annual Accounts the applicable AccountingStandards have been followed along with proper explanations relating to materialdepartures if any;

b) They have selected such Accounting Policies and applied themconsistently and made judgment and estimates that are reasonable and prudent so as to givea true and fair view of the state of affairs of the company as at March 31 2019 and ofthe profit and loss of the company for that period;

c) To the best of their knowledge and information they have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of Companies Act 2013 for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d) They have prepared the Annual Accounts on a Going Concern basis;

e) They have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequate and are operatingeffectively; and

f) There is a proper system to ensure compliance with the provisions ofall applicable laws and that such systems are adequate and operating effectively.

CONSERVATION OF ENERGY TECHNOCLOGY & FOREIGN EXCHANGE

The Company is not a manufacturing Company and as such no provisions ofConservation of Energy Technology Absorption under Section 134 of the Companies Act 2013read with the Companies (Accounts) Rules 2014 are attracted. It is further stated thatthere was no inflow and outflow of foreign exchange.

RISK MANAGEMENT POLICY

The Company constantly manages monitors and reports on the principalrisk and uncertainties that can have an impact on the Company. Your directors keep a closewatch on the risk prone areas and take actions from time to time.

INTERNAL FINANCIAL CONTROL

The Company has an adequate Internal Control System commensurate withits size scale and operations to ensure proper recording of financial and operationalinformation and compliance of various internal control and other regulatory and statutorycompliance. During the year no reportable material weakness in the design or operationwere observed.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provision of Section 152 of Companies Act 2013Mr Ketan M Shah director shall be retiring by rotation at the ensuing Annual GeneralMeeting and being eligible offer himself for re-appointment.

During the year Mr Pankaj Sachdeva Independent Director of theCompany has resigned from the Company with effect from 25th March2019 TheBoard has approved the appointment of Mr Rahul Sethi as Additional Director of the Companywith effect from 8th April2019 in their meeting held on 8thApril2019 and seeking members consent in the AGM . During the year under review MrsVarsha Sahbani Company Secretary of the Company has resigned with effect from 30thMarch2019.

STATUTORY AUDITORS

M/s Taunk & Shrikanth Chartered Accountants (Firm regd no.001524C) was appointed as Statutory Auditor of the Company in F.Y 2017-18 for a period of5 years i.e from the conclusion of 36th AGM to the 41st AGM. TheCompanies (Amendment) Act 2017 has waived the requirement for ratification of theappointment of statutory auditor by the shareholders at every Annual General Meeting . Thereport given by the statutory auditor on the financial statements of the Company is partof the Annual Report . There are no qualifications observations or adverse remarks in theAuditors' Report for the financial year 2018-19 which require anyclarification/explanation. The Notes on financial statements are self explanatory andneeds no further explanation.

SECRETARIAL AUDITOR AND THEIR REPORT

M/s Divanshu Mittal & Associates had been reappointed asSecretarial Auditor of the Company for the FY 2019-20. The Secretarial Audit Report forthe financial year ended 31stMarch 2019 is annexed herewith as Annexure-I tothis Report.

FRAUDS REPORTED BY AUDITORS

The Statutory Auditors or Secretarial Auditor of the Company have notreported any frauds under section 143(12) of the Companies Act 2013 including rules madethereunder.

EXTRACT OF ANNUAL RETURN

The details forming the part of the extract of Annual return as on 31 stMarch 2019 in form MGT-9 in accordance with Section 92(3) of the Company Act 2013read with Companies (Management and Administration) Rule 2014 is annexed herewith asAnnexure-II to this report.

RELATED PARTY TRANSACTIONS

There is no materially significant Related Party Transaction made bythe Company during the year that would require shareholders approval under the ListingRegulations. Details of the transaction with Related Parties are provided in accompanyingfinancial statement. There was no transaction during the year which would require to bereported in form no AOC-2.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the Financial Year 2018-19 no Loans Guarantees and Investmentscovered under the provisions of Section 186 of the Companies Act 2013 was made by theCompany.

CHANGE IN CAPITAL STRUTURE AND LISTING OF SHARES

Presently the Company's shares are listed on the Bombay StockExchange (BSE). There are no changes in Capital Structure during the F.Y ended 31st March2019. Your company has not issued equity shares with differential rights as to dividendsvoting or otherwise and does not have ESOP scheme for its employees/Directors.

PARTICULARS OF EMPLOYEES

There was no employee receiving remuneration attracting provisions ofsection 134(3)(q) of the Companies Act 2013 read with Rule 5(2) & (3) of Companies(Appointment & Remuneration of Managerial Personnel) Rules 2014.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the IndependentDirectors confirming that they meet the criteria of independence as prescribed under theprovisions of the Companies Act 2013 read with the Schedules and Rules issued thereunderas well as Regulation 16(1) (b) of Listing Regulations (including any statutorymodification(s) or re-enactment(s) for the time being in force).In accordance with theprovision of Section 152 of the Companies Act 2013 none of Independent Director isliable to retire by rotation.

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUALDIRECTORS

Meeting the requirements of the statue and considering BoardsPerformance evaluation as an important step for a board to transit to a higher level ofperformance the Nomination and Remuneration Committee has laid down a comprehensiveframework for carrying out the evaluation prescribed in the provisions of the CompaniesAct 2013 read with rules issued thereunder and the Listing Regulations (including anystatutory modifications or re- enactment (s) for the time being in force). The process forevaluation of the annual performance of the Director /Board/Committees was carried out.The overall outcome was positive.

VIGIL MECHANISM

A Vigil Mechanism Policy for Directors and employee of the Company isconstituted as per Section 177 (9) to provide a mechanism which ensures adequatesafeguards to employees and Directors from any victimization on rising of concerns of anyviolations of legal or regulatory requirements incorrect or misrepresentation of anyfinancial statements and report etc.

MANAGEMENT DISCUSSION AND ANAYSIS REPORT

Management Discussion and Analysis Report for the year under review ispresented in a separate section forming part of this Annual Report.

GENERAL

Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:-

(a) The Company is not covered under Section 135(2) of the CompaniesAct 2013 and as such no disclosure regarding Corporate Social Responsibility is requiredunder the said section or applicable rules.

(b) Issue of shares (including sweat equity shares) to employees of theCompany under any scheme save and except ESOS referred to in this Report.

(c) No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.

ACKNOWLEDGEMENT

Your Directors wishes to express its gratitude and record theirappreciation for the commitment and dedicated efforts put in by all the employees. Yourdirector take this opportunity of expressing the assistance and co-operation extended tothe Company by banks employees members and all other persons.

For and on behalf of the Board of Directors

(Ketan Moolchand Shah) (Sangeeta Ketan Shah)
DIRECTOR DIRECTOR
DIN: 00312343 DIN: 05322039
Place: Bhilai
Date:14.08.2019