The Directors of your Company are pleased to present their Thirty Third Annual Reportand the Audited Financial Statements for the financial year ended 31st March2018.
The financial performance of the Company for the financial year ended 31st March 2018is summarized below:
|Particulars ||Year Ended 31st March 2018 ||Year Ended 31st March 2017 |
| ||Rs. ||Rs. |
|Income from operation ||1049562 ||2874858 |
|Expenses ||860818 ||796292 |
|Profit / (Loss) before tax ||188744 ||2078566 |
|Tax expenses: Current Tax ||55000 ||475000 |
|Profit aftertax ||133744 ||1603566 |
During the year under review the Company has earned a Net Profit After Tax of Rs133744/. (Previous Year Net Profit After Tax of Rs. 1603566/-). Your Directors arehopeful of achieving better performance in the current year.
The Company is engaged in the business of Financing and Investment activities. Therehave been no material changes in the business of the Company during the financial year.
Your Company has made provisions for sufficient borrowing facilities to meet itslongterm and short-term requirement in order to support the business operations.
With a view to conserve the resources of the Company your Directors do not recommendany dividend for the year under review.
TRANSFER TO RESERVES
During the financial year 2017-18 the Company has transferred Rs. 26749/- (Previousyear Rs. 320713/- ) to Special Reserve Fund under RBI Act 1934 out of surplus availablein the Statement of Profit and Loss Account. Apart from above no amount was transferredand / or required to be transferred to the Reserve during the financial year ended 31stMarch 2018
During the year the Company has not accepted or renewed any deposit from the public ascovered under Section 73 of the Act read with the Companies (Acceptance of Deposits)Rules 2014.
The Authorised Share Capital as on 31st March 2018 was Rs.25000000/-(Rupees Two Crore Fifty Lakh Only) divided into 2500000 Equity Shares of Rs. 10/-each.
There has been no change in the Share Capital of the Company during the financial year2017-18.
The Issued Share Capital as on 31st March 2018 was Rs 24547000/- (RupeesTwo Crore Forty Five Lakh Forty Seven Thousand Only) divided into 2454700 Equity Sharesof Rs. 10/- each.
SUBSIDIARY. ASSOCIATE AND JOINT VENTURE COMPANY
As at the end of the year under review i.e. on 31st March 2018 and also ason the date of this report your Company does not have any Subsidiary Associate or JointVenture Company.
EXTRACT OF ANNUAL RETURN
Pursuant to the requirements under Section 92(3) and Section 134(3) of the Act readwith Rule 12 of Companies (Management and Administration) Rules 2014 an extract ofAnnual Return in prescribed Form MGT-9 is given in the Report as Annexure I.
PARTICULARS OF EMPLOYEES
There are no employees in the Company drawing salaries as prescribed under Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review the Company had not entered into any transactions asenumerated in section 188 of the Companies Act 2013 and rules made thereunder with therelated party as defined under section 2(76) of the Act.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There are no significant material orders passed by the regulators/courts/tribunalswhich would impact the going concern status of the Company and its future operations.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The internal financial controls with reference to the Financial Statements arecommensurate with the size of the Company and nature of its business.
Compliance processes form an integral part of your Companys Corporate governancepractices and is fundamental to achieving its strategic and operational businessobjectives.
The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occurs will adversely affect value to shareholders/ stakeholders ability ofcompany to achieve objectives ability to implement business strategies the manner inwhich the company operates.
Investment business is always prone to various external risks i.e. risk of capitalmarket fluctuations global developments competition risk interest rate volatilityeconomic cycles and geo-political risks which can adversely affect the fortunes ofinvestment companies in both ways. To manage these identified risks your Company adopteda sound and prudent risk management policy to mitigate the risk and challenges. Theobjectives of the risk policy is to minimize risk and maximize the returns.
In the opinion of your Board none of the risks which have been identified may threatenthe existence of the Company.
The Board has on the recommendation of the Nomination & Remuneration framedpolicy for selection and appointment of Directors Senior Management and theirremuneration.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of section 135 of the Companies Act 2013 with respect to CorporateSocial Responsibility are not applicable to the Company.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act 2013 your Directors make thefollowing statement and confirm that:-
i) in the preparation of the annual accounts for the year ended 31 March 2018 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;
ii) 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 2018 and of the profits ofthe Company for year ended on that date;
iii) 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;
iv) the Directors had prepared the Annual Accounts on a going concernbasis;
v) the Directors had laid down internal financial controls and that such internalfinancial controls are adequate and are operating effectively; and
vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
CONSOLIDATED FINANCIAL STATEMENTS
The Company has no Subsidiary Associates or Joint Venture Company hence ConsolidatedFinancial Statements of your Company for the Financial Year 2017-18 has not prepared.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established a vigil mechanism to provide appropriate avenues to theDirectors and employees to bring to the attention of the Management the concerns aboutbehavior of employees that raise concerns including fraud by using the mechanism providedin the Whistle Blower Policy.
PREVENTION OF INSIDER TRADING
The Company has adopted the Code of conduct for prevention of Insider Trading with viewto regulate trading in securities by Directors and designated employees of the Company.The Code of conduct require pre-disclosure for dealing in Company's Shares and prohibitthe purchase or sale of Companys shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when trading window is closed. The Board is responsiblefor implementation of the code. All Board of Directors and the designated employees haveconfirmed the compliance of code.
PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS
The particulars of loans guarantees or investments covered under the provisions ofSection 186 of the Companies Act 2013 if any are given in the Audited FinancialStatements wherever applicable.
CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the nature of activities which are being carried on by the Company theparticulars as prescribed under Section 134(3)(m) of the Act read with Companies(Accounts) Rules 2014 regarding Conservation of Energy and Technology Absorption andresearch and development are not applicable to the Company.
There were no foreign exchange earnings and outgoings during the year under review.
STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES .ASSOCIATE OR JOINT VENTURES
Your Company does not have any Subsidiary Associates or Joint Venture Company henceConsolidated Financial Statements of your Company for the Financial Year 2017- 18 has notprepared. Hence salient features of Financial Statements of Subsidiary Associate or Jointventure Company pursuant to sub-section (3) of Section 129 of the Act are Nil.
Shri Pradeep K. Jajodia (DIN - 00376220) retire by rotation from the Board and beingeligible offer himself for re-appointment.
Subsequent to the end of financial year under review Mr. Vikas Bhaskar Kulkarni (DIN-08180938 ) was appointed as Additional Director at the Board Meeting duly held on 31stJuly 2018 and further pursuant to section 197 198 and 203 read with Schedule V andother applicable provisions if any of the Companies Act 2013 (including any statutorymodifications or re-enactment(s) thereof for the time being in force) subject toapproval of Members in ensuing Annual General Meeting the Board of Directors on therecommendation of Nomination and Remuneration committee appointed Mr. Vikas BhaskarKulkarni (DIN-08180938) as Managing Director for the period of Two year from 1stAugust 2018 to 31st July 2020 at remuneration of Rs. 25000/- p.m. The Boardof Director recommend to regularize the appointment of Mr. Vikas Bhaskar Kulkarni andapproval of his appointment as Managing Director as approved by Nomination andRemuneration Committee
INDEPENDENT DIRECTORS MEETING:
Pursuant to Part VII of Schedule IV of the Companies Act 2013 and provisions ofRegulation of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Independent Directors had separate meeting without attendance of Non- independentDirector and the Board of Directors as a whole. The Independent Directors assessed thequality quantity and timeliness of information between the Company and the management andthe Board
ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEE ANDINDIVIDUAL DIRECTOR
As per Rule 8(4) of the Companies (Accounts) Rules 2014 the Board has also made theformal evaluation of its own performance as well as the evaluation of working of auditcommittee and Nomination & Remuneration Committee. The Board has also evaluatedperformance of Independent Director
DECLARATION OF INDEPENCE
The Company has received the declarations of Independence as stipulated under section149(7) of the Companies Act 2013 from each of the Independent Director confirming that he/ she is not disqualified from appointing / continuing as an Independent Director
During the year under review Six Meeting of the Board of Directors of the Company wereheld on 28.04.2017 30.05.2017 11.08.2017 30.08.2017 14.11.2017 and 13.02.2018 &Five meeting of Audit Committee were held on 30.05.2017 11.08.2017 30.08.201714.11.2017 and 13.02.2018 . The Nomination and Remuneration Committee had also met on13.02.2018
The intervening gap between the meeting was within the period prescribed under theprovisions of the Companies Act 2013
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE
The Audit Committee consist of the following members:
a) Mr. Suresh Chandra Tapuriah Chairman
b) Mr. Sunil Kumar Daga Member
c) Mr. Pradeep Kumar Jajodia Member
STATUTORY AUDITORS. THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS
M/s SKHD & Associates Chartered Accountants Mumbai (Firm Registration No.105929W) were appointed as Statutory Auditor of the Company at 32nd AnnualGeneral Meeting of the financial year ended 31.03.2017 to hold office for the period of 5years till the conclusion of 37th Annual General Meeting subject toratification of his appointment at every Annual General Meeting. The consent andcertificate from the said firm has been received to the effect that their appointment asStatutory Auditors of the Company if appointed at ensuing Annual General Meeting wouldbe according to the terms and conditions prescribed under section 139 of the Act and Rulesframed thereunder. The Board recommend ratification of appointment of M/s SKHD &Associates Chartered Accountants Mumbai (Firm Registration No. 105929W) at ensuing 33rdAnnual General Meeting.
AUDITORS* REPORT ON THE FINANCIAL STATEMENT FOR THE YEAR ENDED 31st MARCH.2018
The observations made in the Auditors Report are self-explanatory and thereforedo not call for any further comments from your Board. The Auditors Report does not containany qualification reservation or adverse remark or reporting of any fraud.
The Corporate Governance provisions under SEBI(Listing Obligations and DisclosureRequirements) Regulations 2015 specified in regulations from 17 to 27 and clause (b) to(i) of sub-regulation (2) of regulation 46 and para C D E of Schedule V are notapplicable to the Company as neither the paid up equity capital of the Company exceed Rs.10.00 Cr nor net worth of the Company exceed Rs. 25.00 Cr as on 31st March2018
Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madethereunder the Company has appointed M/s Girish Murarka & Co. Company Secretaries inPractice having membership No 7036 to undertake Secretarial Audit of the Company. TheSecretarial Audit Report for the financial year 2017-18 as issued by him in the prescribedForm MR-3 is annexed to this Report as Annexure IV. The said Secretarial Audit Report doesnot contain any qualification reservation or adverse remark or disclaimer made bySecretarial Auditor.
The provisions of Cost Audit as prescribed under section 148 of the Companies Act
2013 are not applicable to the Company
Your Company has not issued: -
- Any shares with differential rights;
- Any sweat equity shares
There are no significant or material orders passed by the Regulators or Courtsor Tribunals which impact the going concern status and Companys operation in future.
There were no material changes and commitments affecting the financial positionof your Company between the end of the financial year and the date of this report.
There was no revision in the financial statements.
Your Company has not received any complaints under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.
Your Directors express their deep sense of gratitude to the banks financialinstitutions stakeholders business associates Central and State Governments for theirco-operation and unstinted support received from them during the year and look forward totheir continued support in future.
For and on behalf of the Board of Directors of Mansoon Trading Company Limited
|Vikas B. Kulkarni ||Suresh Tapuriah |
|Managing Director ||Director |
|(DIN: 08180938) ||(DIN: 00372S26) |
|Place : Mumbai || |
|Date : 01.09.2018 || |