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New Markets Advisory Ltd.

BSE: 508867 Sector: IT
NSE: N.A. ISIN Code: INE800K01014
BSE 05:30 | 01 Jan New Markets Advisory Ltd
NSE 05:30 | 01 Jan New Markets Advisory Ltd

New Markets Advisory Ltd. (NEWMARKETSADVI) - Director Report

Company director report

To

The Members of

New Markets Advisory Limited

Your Directors have pleasure in presenting Thirty Seventh Annual Report together withthe Audited Accounts of the Company for the year ended 31st March 2019.

Financial Highlights

The total income during the year of Rs. 1390682 as compared to Rs. 10056071 in theprevious year. The net loss incurred during the year is Rs. 577430. In absence of anyprofits the Directors are not recommending any dividend.

Business Activity

The Company has deployed surplus funds for the time being in securities as investmentand granted loans for the purpose of gains. The Management is considering to make effortsto start corporate consulting financial management services along with regulatorycompliances services.

Share Capital

The paid up equity capital as on March 31 2019 was Rs. 12400000/- The Company hasnot bought back any securities or issued any Sweat Equity shares or bonus shares orprovided any stock option scheme to employees during the year under review.

Extract of Annual Return

The extract of Annual Return in format MGT - 9 for the Financial Year 2018-19 hasbeen enclosed with this report.

Number of Board Meetings

During the Financial Year 2018-19 seven meetings of the Board of Directors of thecompany were held. The date of the meetings of the board held is as under-

Sr. No. Date of Meeting Total strength of the Board No. of Directors Present
1 28 May 2018 5 4
2 14 Aug 2018 5 4
3 01 Sep 2018 4 4
4 29 Sep2018 4 4
5 14 Nov 2018 5 5
6 14 Feb2019 5 5
7 29 Mar 2019 5 5

Independent Directors' Meeting

During the year under review Independent Directors met on 14th February 2019inter-alia to discuss:

• Evaluation of the performance of Non-Independent Directors and the Board aswhole.

• Evaluation of the performance of the Chairman of the Company taking intoaccount the views of the Executive and Non-Executive Directors.

• Evaluation of the quality quantity content and timeless of flow of informationbetween the management and the Board.

Particulars of Loan Investments Guarantees and Securities under Section 186

Complete details of LIGS covered under section 186 of The Companies Act 2013 asattached in the financial statement and notes there under.

Particulars of Contracts or Arrangements with Related Parties

During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

As required under Rule 8 (3) of the Companies (Accounts) Rules 2014 the particularsrelating to the conservation of energy technology absorption and the foreign exchangeearnings and out go are NIL.

Internal Control and System

Adequate internal controls systems and checks are in place commensurate with thesize of the Company and the nature of its business. The management exercises financialcontrol on the Company's operations through monitoring and standard operating procedures.

Details of Directors and Key Managerial Personnel

Sr. No. Name and Address Designation Date of Appointment DIN/PAN
1. Mr. Shirish Suryakant Shetye Independent Director 30/11/1998 00148086
2. Mr. Prakash Shah Director 30/07/1996 01136800
3. Ms. Parul Dave Independent Director 30/09/2016 (Resigned w.e.f. 01/09/2018) 07619530
4. Suman Shah Director 30/12/2017 07303755
5. Prateek Gautam Chopra Independent Director 30/12/2017 01764668
6. Kishore Kanhiyalal Jain Additional Director & CEO 29/09/2018 02385072
7. Ganpat Dhondu Salekar CFO 29/03/2019 BNOPS1856A
8. Pradeep Kumar Company Secretary 29/03/2019 CSUPK1798

In accordance with the provisions of the Act and the Articles of Association of theCompany Mrs. Suman Shah is liable to retire by rotation and being eligible to offerhimself for re-appointment.

The Company has received Declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand under Regulations of the SEBI (LODR) Regulations 2015.

The movement in the Board of Directors was as follows:

Mr. Kishore Kanhiyalal Jain (DIN: 02385072) was appointed as CEO & AdditionalDirector at the Board Meeting held on 29/09/2018 on the Board of the Company is beingregularized and appointed as Executive Director at this Annual General Meeting with effectfrom 29/09/2018 the necessary resolution in this regard is being proposed at the ensuingAnnual General Meeting for the approval of the members.

Mr. Ganpat Dhondu Salekar & Mr. Pradeep Kumar were appointed as CFO & CompanySecretary of the Company respectively at the Board Meeting held on 29/03/2019.

Mrs. Parul Dave (DIN: 07619530) ceased to be Independent Director of the Company oncompletion of term of appointment w.e.f. 01/09/2018.

Board Evaluation

Formal Annual evaluation has been made by the Board of its own Performance and that ofits Committees & Individual Directors during the meeting of Board of Directors and bycommon discussion with concerned persons.

Particulars of Employees

During the year there was no employee in receipt of remuneration as prescribed in theRule 5(2) of the companies (Appointment and Remuneration of managerial personnel) Rules2014.

Audit Committee

The Audit Committee comprises Independent Director namely Mr. Shirish S. Shetye(Chairman) and Non-Executive Directors Mr. Prakash B. Shah and Mr. Prateek Gautam Chopra(Non-Executive Independent Director) as members. Recommendations if any made by theAudit Committee were accepted by the Board.

Nomination & Remuneration Committee &Policy

In compliance with section 178 of the Act the Board has constituted "Nominationand Remuneration Committee" which comprises Non-executive Directors namely Mr.Shirish S. Shetye (Chairman) and Non-Executive Directors Mr. Prakash B. Shah and Mr.Prateek Gautam Chopra as members.

Stakeholders Relationship Committee

This Committee comprises of Mr. Shirish S. Shetye (Chairman) and Non-ExecutiveDirectors Mr. Prakash B. Shah and Mr. Prateek Gautam Chopra as members. During the yearended 31st March 2019 Investor Grievance Committee had four meetings. The Company duringthe year had not received any complaint and there were no pending complaint as on March31 2019.

Transfer of Amounts to Investor Education and Protection Fund

There are no amounts due and outstanding to be credited to investor Education andProtection Fund as 31st March 2019.

Disclosure on Establishment of a Vigil Mechanism

The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraudand mismanagement if any. No personnel had been denied access to the Audit Committee tolodge their grievances.

Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013

There were no complaints reported under the prevention of Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013.

Fraud Reporting (Required by Companies Amendment Bill 2014)

No Fraud reported / observed during the financial year 2018-19.

AUDITORS Statutory Auditors

The auditors M/s Laxmikant Kabra & Co. Chartered Accountants Mumbai wereappointed as Statutory Auditors of the Company for the period of five consecutive years inaccordance with the provisions of the Companies Act 2013 at the conclusion of previousAnnual General Meeting held on 29th September 2017. In terms of provisions of section 139(1) the appointment of M/s Laxmikant Kabra & Co. Chartered Accountants as statutoryauditors of the Company.

Auditors Report

The observation made in the Auditors Report read together with relevant notes thereonare self-explanatory and hence do not call for any further comments under Section 134 ofthe Companies Act 2013.

Secretarial Audit Report

A Secretarial Audit was conducted during the year by the Secretarial Auditor M/sAmruta Kothari & Associates Practicing Company Secretaries Thane in accordance withProvisions of Section 204 of the Act. The Secretarial Auditors Report is attached asAnnexure II and forms part of this Report.

Neither the audit report issued by Laxmikant Kabra & Co. nor the Secretarial auditreport issued by Amruta Kothari & Associates for the financial year 2018-19 containany qualifications observations or comments on financial transactions or matters whichhave any adverse effect on the functioning of the Company.

The Secretarial Auditors however have in their report observed as follows:

Sr. No. Observation Reply
1. Non-Compliance with Filing Form DPT-3. Nil Return in Form DPT-3 not require to be file.

Cost Auditors

Requirements of Appointment of Cost Auditors of the company are not applicable to thecompany.

Stock Exchange

The Company's equity shares are listed at BSE Limited vide scrip code 508867 and theAnnual Listing Fees for the year

2018-19 has been paid.

Directors Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourdirectors confirm that:

a. In the preparation of the annual accounts for the financial year ended 31st March2019 the applicable Ind- AS had been followed along with proper explanation relating tomaterial departures;

b. The directors had selected such accounting policies and applied and made judgmentsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2019

c. The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

d. The directors had prepared the annual accounts on a going concern basis;

e. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

f. The proper internal financial controls are in place and that such internal financialcontrols are adequate and are operating effectively.

g. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Acknowledgment

The Directors express their sincere appreciation to the valued shareholders bankersprofessionals clients and

devoted employees for their support.

For and on behalf of the Board of Directors
New Markets Advisory Limited
Place: Mumbai
Date: 30.08.2019 Mr. Prakash Shah Mr. Shirish Shetye
Director Director
DIN - 01136800 DIN-00148086