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Mansoon Trading Company Ltd.

BSE: 512303 Sector: Financials
NSE: N.A. ISIN Code: INE776V01013
BSE 05:30 | 01 Jan Mansoon Trading Company Ltd
NSE 05:30 | 01 Jan Mansoon Trading Company Ltd

Mansoon Trading Company Ltd. (MANSOONTRADING) - Director Report

Company director report

To

The Members

The Directors of your Company are pleased to present their Thirtieth Annual Report andthe Audited Financial Statements of Mansoon Trading Company Limited for the financial yearended 31st March 2015.

FINANCIAL RESULTS

The financial performance of the Company for the financial year ended 31st March 2015is summarized below:

Particulars 2014-15 2013-14
Rs. Rs.
Income 2320552 1647681
Expenses 273236 855234
Profit / (Loss) before tax 2047316 792447
Tax expenses:
Current Tax (600000) (360000)
Profit aftertax 1447316 432447

PERFORMANCE REVIEW

During the year under review the Company has incurred a Net Profit After Tax of Rs1447316/- (Previous Year Net Profit After Tax of Rs. 432447/-). Your Directors arehopeful of achieving even better performance in the current year.

FINANCE

Your Company has made provisions for sufficient borrowing facilities to meet itslongterm and short-term requirements in order to support the business operationsuninterruptedly.

DIVIDEND

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 2014-15 the Company has transferred Rs.289463/- (PreviousYear Rs.86489/-) to Reserve Fund under RBI Act 1934 out of the Surplus available in theStatement of Profit & Loss. Apart from the above no amount was transferred and/ orrequired to be transferred to the reserves during the financial year ended 31stMarch 2015.

PUBLIC DEPOSIT

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.

SHARE CAPITAL

The Authorised Share Capital as on 31st March 2015 was Rs.25000000/-(Rupees Two Crore Fifty Lakhs 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 year2014-15.

The Issued Share Capital as on 31st March 2015 was Rs 24547000/- (RupeesTwo Crore Forty Five Lakh Forty Seven Thousand Only) divided into 2454700 Equity Sharesof Rs. 10/- each.

SUBSIDIARY

As at the end of the year under review i.e. on 31st March 2015 and also ason the date of this report your Company does not have any subsidiary.

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

The information regarding employee remuneration as required pursuant to Rule 5(2) andRule 5(3) of the (Appointment and Remuneration of Managerial Personnel) Rules 2014 are notrequired as there are no employees in the Company for this category.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All the related party transactions that were entered into during the financial yearwere on arm's length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagement Personnel or other related parties which may have potential conflict with theinterest of the Company at large.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S 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.

RISK MANAGEMENT AND INTERNAL CONTROL

The Company has a well defined risk management framework in place. Further theelements of risk threatening the Company's existence are very minimal.

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 Company's Corporate Governancepractices and is fundamental to achieving its strategic and operational businessobjectives.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to sub-Section (5) of Section 134 of the Companies Act 2013 and to the bestof their knowledge and belief and according to the information and explanations obtained/received from the operating management your Directors make the following statement andconfirm that:-

i) in the preparation of the annual accounts for the year ended 31 March 2015 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;

ii) the Directors have 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 2015 and of the profit ofthe Company for year ended on that date;

iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the Directors have prepared the Annual Accounts on a 'going concern basis';

v) the Directors have 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.

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.

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.ASSOCIATES AND JOINT VENTURES

Pursuant to sub-section (3) of Section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint ventures is attached to this Report and formspart of it as Annexure II.

The company does not have any subsidiary. Further brief about the only one associateis given hereunder:-

1. Shree Beesat Investments Private Limited (Associate)

Shree Beesat Investments Private Limited (Shree Beesat) is a associate of MansoonTrading Company Limited.

The Total Revenue of Shree Beesat during the Financial Year 2014-15 was Rs.2.09 lacs(Previous Year Rs.1.76 lacs) and Net Profit for the year was Rs.1.72 lacs (Preivious YearRs.1.46 lacs).

DIRECTORS

During the year Mrs Sangeeta Maheswari (DIN: 00469584) was appointed as an AdditionalDirector of the Company. As per Section 161(1) of the Companies Act 2013 she holds officeonly upto the date of ensuing Annual General Meeting of the Company. A notice has beenreceived from a member of the Company proposing the name of Mrs Sngeeta Maheswari as acandidate for the office of director of the Company. The board recommends her appointment.

Mr. Rohit Kothari (DIN No: 00054811) retire by rotation from the Board and beingeligible offers himself for re-appointment.

ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES ANDINDIVIDUAL DIRECTORS

The Independent Directors of the Company met during the year and have made anevaluation of the performance of the Board of Directors all the Committees of the Boardof Directors as also all the individual Directors. The performance was found to besatisfactory.

DECLARATION OF INDEPENDENCE

The Company has received Declarations of Independence as stipulated under Section149(7) of the Companies Act 2013 from each of the Independent Directors confirming thathe/she is not disqualified from appointing/continuing as an Independent Director.

COMMITTEES OF THE BOARD

AUDIT COMMITTEE

Your Company under the provisions of Section 177 of the Companies Act 2013 hasreconstituted an "Audit Committee" comprising of minimum 3 Directors withIndependent Directors forming a majority.

The Audit Committee acts in accordance with the terms of reference specified by theBoard.

The Composition of the Committee is as under:

The Board has constituted the Audit Committee which comprises of Mr. Rohit Kothari Mr.Sunil Kumar Daga and Mr. Suresh Tapuriah. Mr.Suresh Tapuriah is the Chairman of the AuditCommittee.

The functions of the Audit Committee are broadly to:

a. Overview of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.

b. Review and monitoring of internal control system and compliance of auditobservations of the Auditors.

c. Review of the financial statements before submission to the Board.

d. Supervision of other financial and accounting matters as may be referred to by theBoard.

e. Reviewing with the management performance of statutory and internal auditors andadequacy of internal control systems

f. Discussions with statutory auditors before the audit commence about the nature andscope of audit as well as have post-audit discussion to ascertain any area of concern.

g. Reviewing the Company's financial and risk management policies.

h. Overseeing vigil mechanism for adequate safeguards against victimization of personswho use such mechanism and make provision for direct access to the chairperson of theAudit Committee in appropriate and exceptional cases.

NOMINATION AND REMUNERATION COMMITTEE

In accordance with Section 178 of the Companies Act 2013 your Company has constituteda Nomination and Remuneration Committee comprising of 2 (Two) Independent Directors and 1(One) Non-Executive Director.

The Board has constituted the Nomination and Remuneration Committee which comprises ofMr. Rohit Kothari Mr. Sunil Kumar Daga and Mr. Suresh Tapuriah. Mr. Suresh Tapuriah isthe Chairman of the Nomination and Remuneration Committee.

The Nomination and Remuneration Committee has formulated policy on Directors'appointment and remuneration including criteria for determining qualifications positiveattributes independence of a Director and other matters provided under sub-Section (3)

of Section 178 and the policy formulated by the Committee is attached herewith inAnnexure III.

BOARD MEETINGS

During the year under review seven meetings of the Board of Directors of the Companywere held i.e on 15.05.2014 30.06.2014 14.08.2014 02.09.2014 14.11.2014 20.01.2015and 30.03.2015. The intervening gap between the meetings was within the period prescribedunder the provisions of the Companies Act 2013.

STATUTORY AUDITORS THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS

In the last AGM held on September 30 2014 M/s Shyam Malpani & Associates.Chartered Accountants Mumbai have been appointed as Statutory Auditors of the Company tohold office from the conclusion of that Annual General Meeting till the conclusion of thenext Annual General Meeting of the Company. It is now proposed to reappoint M/s ShyamMalpani & Associates Chartered Accountants Mumbai as the Statutory Auditors of theCompany to hold office from the conclusion of the this Annual General Meeting till theconclusion of the next Annual General Meeting of the Company at such remuneration(including reimbursement of out of pocket expenses) as may be decided by the Board ofDirectors of the Company in consultation with Shyam Malpani & Associates.

The observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments from your Board. The Auditors Report does not contain anyqualification reservation or adverse remark.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules madethereunder the Company has appointed M/s Dilip Bharadiya & Associates CompanySecretaries in Practice having Membership Number 7956 to undertake the secretarial auditof the Company. Secretarial Audit Report for the year 2014-15 as issued by him in theprescribed form MR-3 is annexed to this Report as Annexure IV. The said Secretarial AuditReport does not contain any qualification reservation or adverse remark or disclaimermade by secretarial auditor.

COST AUDIT

The provisions of Cost Audit as prescribed under Section 148 of the Companies Act

2013 are not applicable to the Company.

OTHER DISCLOSURES

• Your Company has not issued: -

- Any shares with differential rights;

- Any sweat equity shares

• There are no significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operation infuture.

• 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.

APPRECIATION

Your Directors express their deep sense of gratitude to the banks financialinstitutions stakeholders business associates Central arid State Governments for theirco-operation and unstinted support received from them during the year and look forward totheir continued support in future.

By order of the Board of Directors of Mansoon Trading Company Limited

P.K.Jajodia Suresh Tapuriah
Director Director
(DIN: 00376220) (DIN: 00372526)

Annexure 2

Statement containing salient features of the financial statement of subsidiaries/

associate companies/ joint ventures

Part "A": Subsidiaries

Name of the subsidiary
1. Reporting period for the subsidiary concerned if different from the holding company's reporting period
2. Reporting currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.
3. Share capital
4. Reserves & surplus
5. Total assets NIL
6. Total Liabilities
7. Investments
8. Turnover
9. Profit before taxation
10. Provision for taxation
11. Profit after taxation
12. Proposed Dividend
13. % of shareholding

The following information shall be furnished:-

1. Names of subsidiaries which are yet to commence operations

2. Names of subsidiaries which have been liquidated or sold during the year.

Part "B": Associates and Joint Ventures

Name of Associates/Joint Ventures Shree Beesat Investments Private Limited
1. Latest audited Balance Sheet Date 31.03.2015
2. Shares of Associate/Joint Ventures held by the company on the year end
No. 91880
Amount of Investment in Associates/Joint Venture 1165188
Extend of Holding % 43.75%
3. Description of how there is significant influence Since the Company hold more than 20% voting power significant influence is assumed
4. Reason why the associate/joint venture is not consolidated N.A
6. Networth attributable to Shareholding as per latest audited Balance Sheet 1559017/-
7. Profit / Loss for the year
i. Considered in Consolidation N.A
ii. Not Considered in Consolidation

The following information shall be furnished:-

1. Names of associates or joint ventures which are yet to commence operations: Nil

2. Names of associates or joint ventures which have been liquidated or sold during theyear: Nil

Annexure III

NOMINATION AND REMUNERATION POLICY

A. PREAMBLE

The Nomination and Remuneration Committee (the Committee) set up pursuant to theprovisions of the Companies Act 2013 ('the Act') and the Rules made thereunder isrequired to formulate a Policy relating to the remuneration of the Directors KeyManagerial Personnel (KMP) and other employees of the Company and recommend to the Boardfor its adoption. The Committee is to also required to formulate the criteria foridentifying persons who are qualified to become Directors determining qualificationspositive attributes and independence of a Director apart from identifying persons who maybe appointed in senior management. The Company is required to disclose the Policy in itsBoard's Report.

B. POLICY

In compliance of the above requirements the Board of Directors of the Company hasadopted this Nomination and Remuneration Policy as recommended by the Committee whichwould be reviewed at regular intervals by the Committee.

C. POLICY OBJECTIVES

The Nomination and Remuneration Policy is guided by a set of principles inter aliapertaining to determining qualifications positive attributes integrity independence andobjectives particularly envisaged under Section 178 of the Act and the Articles ofAssociation of the Company. The key objectives of the Policy inter alia includes thefollowing :

a) Enable the Company to attract retain and motivate appropriately qualified persons /members for the Board and executive level.

b) Ensure that the interests of the Directors KMP and senior management are alignedwith the business strategy and risk tolerance objectives values and long-term interestsof the Company and be consistent with the 'Pay for Performance' principle.

c) Ensure that the remuneration of Directors KMP and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.

D. APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT

1. Appointment criteria and qualifications:

a) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Independent Director KMP or at seniormanagement level and recommend to the Board his / her appointment. The Committee hasdiscretion to decide whether qualification expertise and experience possessed by a personare sufficient / satisfactory for the concerned position.

b) An Independent Director shall possess appropriate skills experience and knowledgein one or more fields of finance law management sales marketing administration humanresources research corporate governance operations or other disciplines related to theCompany's business.

c) An Independent Director shall be a person of integrity who possesses relevantexpertise and experience and who shall uphold ethical standards of integrity and probity;act objectively and constructively; exercise his responsibilities in a bona-fide manner inthe interest of the Company; devote sufficient time and attention to his professionalobligations for informed and balanced decision making; and assist the Company inimplementing the best corporate governance practices.

d) An Independent Director should meet the requirements of the Act and Rules madethereunder concerning independence of Directors.

2. Term / Tenure

a) Managing Director / Whole-time Director / Manager (Managerial Person):

The Company shall appoint or re-appoint any person as its Managerial Person for a termnot exceeding five years at a time. No re-appointment shall be made earlier than one yearbefore the expiry of term. The Company shall not appoint or continue the employment of anyperson as Managing Director / Whole-time Director / Manager who has attained the age ofseventy years. However the term of the person holding this position may be extendedbeyond the age of seventy years with the approval of Members of the Company by passing aspecial resolution.

b) Non-Executive Director: The term of the Non-Executive Directors unless otherwisespecified shall be in accordance with the Articles of Association of the Company.

c) Non-Executive Independent Director: An Independent Director shall hold office for aterm up to five consecutive years on the Board of the Company and will be eligible forre-appointment on passing of a special resolution by the Company and disclosure of suchappointment in the Board's Report. No Independent Director shall hold office for more thantwo consecutive terms but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director. The IndependentDirector shall during the said period of three years not be appointed in or beassociated with the Company in any other capacity either directly or indirectly.

d) KMP and Senior Management: The term of the KMP (other than the Managing / Whole-timeDirector / Manager) and senior management shall be decided on a case to case basis.

3. Evaluation:

The Committee shall carry out performance evaluation of every Director KMP and seniormanagement on yearly basis.

The Committee shall identify evaluation criteria based on which Directors will evaluateknowledge to perform the role time and level of participation performance of dutieslevel of oversight professional conduct and independence. The appointment / reappointment/ continuation of Directors on the Board shall inter alia be subject to the outcome ofthe yearly evaluation process.

In conformity with the requirement of the Act the performance evaluation ofIndependent Directors shall be done by entire Board excluding the Director beingevaluated.

The Independent Directors of the Company shall hold atleast one meeting in a year toreview the performance of Non-Independent Directors performance of the Chairman of theCompany and the Board as a whole assess the quality quantity and timeliness of flow ofinformation between the Company management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

4. Removal :

Due to reasons for any disqualification mentioned in the Act and Rules made thereunderor under any other applicable statutes or the Articles of Association of the Company theCommittee may recommend to the Board with reasons recorded in writing removal of aDirector KMP or senior management.

5. Retirement:

The Director(s) KMP and senior management shall retire as per the applicable ServiceRules provisions of the Act and the Articles of Association of the Company. The Boardshall have the discretion to retain the Director KMP senior management in the sameposition / remuneration or otherwise even after attaining the retirement age for thebenefit of the Company subject to necessary approvals as may be required under the Act.

E. REMUNERATION OF DIRECTOR KMP AND OTHER EMPLOYEES

1. Remuneration payable to Non-Executive Directors:

The Non-Executive Non-Independent Directors of the Company shall not be paid anycommission or fee for attending the meetings. However they shall be entitled to alltravelling hotel or other expenses incurred by them in attending and returning from themeetings of the Board Committees or General Meetings of the Company including adjournedmeetings thereof and generally in connection with the business of the Company.

2. Remuneration payable to Non-Executive Independent Directors :

The Board shall in consultation with the Committee approve the remuneration by way ofsitting fees payable to Non-Executive Independent Directors which shall take into accountthe Company's overall performance Directors' contribution for the same and trends in theindustry in general in a manner which will ensure and support a high performance culture.The Non-Executive Independent Directors shall be paid sitting fees for attending the Boardand Committee Meetings Independent Directors' Meeting as may be approved by the Boardbased on the recommendation of the Committee subject to the ceiling stipulated in the Actand the Rules made thereunder. In addition to the above they shall be entitled toreimbursement of all expenses as may be incurred by them while performing their role asan Independent Director of the Company including obtaining subject to prior consultationwith the Board professional advice from independent advisors in the furtherance of theirduties as an Independent Director. Increments to the existing remuneration structure maybe recommended by the Committee to the Board and shall be subject to approval of Membersof the Company wherever required.

3. Remuneration of KMP and Other Executives :

The Board shall in consultation with the Committee approve the remuneration to bepaid to Managerial Person in accordance with the statutory provisions of the Act and theRules made thereunder. It shall also be subject to the approval of the Members of theCompany.

F. DEVIATIONS FROM THIS POLICY :

Deviations on elements of this Policy in extraordinary circumstances when deemednecessary in the interests of the Company will be made if there are specific reasons todo so in an individual case.

G. OTHER PROVISIONS :

This Policy shall continue to guide all future employment of Directors Company'ssenior management including KMP and other employees. Any matter not provided for in thisPolicy shall be dealt with in accordance with the provisions in the Articles ofAssociation of the Company the Act relevant state laws and other applicable statutes.The right to interpret this Policy shall vest in the Board of Directors of the Company.

H. DISCLOSURE OF INFORMATION:

Information on the total remuneration of the Company's Board of Directors KMP / seniormanagement may be disclosed in the Company's annual financial statements as per statutoryrequirements. This includes any deferred payments and extraordinary contracts during thepreceding financial year.

I. AMENDMENTS:

Amendments from time to time to the Policy if any shall be considered by the Boardbased on the recommendations of the Committee and / or as may be required by the changesin the regulatory framework. The term "Senior Management" shall mean personnelof the Company who are members of its core management team excluding Board of Directors.This would include all members of management one level below the executive directorsincluding the functional heads if any.