Your Directors are pleased to present the 46th Annual Report of the Company togetherwith the Audited Statements of Accounts and Auditors Report for the year ended 31stMarch 2019.
(RS IN LAKHS)
|Particulars ||2018-19 ||2017-18 |
|Total Operation Revenue ||3016.09 ||2716.195 |
|Pro it /Loss after Tax ||37.17 ||10.410 |
|Total Comprehensive Income for the period (Comprising Pro it and Othery share Comprehensive Income for the period) ||87.16 ||10.537 |
|Earning per equit ||0.31 ||0.04 |
The company operates in two segments i.e. Trading in commodities and Finance. Duringthe financial year 2018-19 the Company has recorded revenuve Rs. 3016.09 lacs. TheCompany has earned net profit after tax of Rs. 37.17 lacs lacs during the year as comparedto profit of Rs. 10.410 lacs in the last year. The Directors are optimistic about futureperformance of the Company.
With the view to conserve financial resources of the Company your Directors do notrecommend any dividend on equity shares for the year ended 31st March 2019.
The company has not accepted any public deposits during the year under review.
AMOUNTS TO BE TRANSFERRED TO RESERVES:
In the current (previous) year no amount was transferred to General reserve of theCompany.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to the requirements under section 134(3) (c) of the companies Act 2013 withrespect to the Directors Responsibility Statement it is hereby confirmed:
a) In the preparation of the annual accounts for the financial year ended 31st March2019 the applicable accounting standards have been followed.
b) Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates were made so as to give a true and fair view of the State ofaffairs of the corporation as at the end of March 31 2019 and of the profit of theCompany for the year ended on that date.
c) Proper and sufficient care to the best of their knowledge and ability for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.
d) The Annual Accounts of the Company have been prepared on the on-going concern basis.
e) That they have laid down internal financial controls commensurate with the size ofthe Company and that such financial controls were adequate and were operating effectively.
f) That system to ensure compliance with the provisions of all applicable laws was inplace and was adequate and operating effectively
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review Mr. Upendra Patel Director of the Company resigned fromhis directorship office w.e.f. 06th February 2019 due to his pre- ocuupation elsewhere.The Board of Directors of the Company appreciates the contribution made by them during hisassociation with the Company. Ms. Nimisha Kasat resigned from her post Company Secretary& Compliance officer w.e.f. 08th October 2018 and appointed Ms. Purnmia BadolaCompany Secretary of the Company in her placed on 09th October 2018. Later on she alsoresigned from her post on 31st March 2019 due to personal reason during the year and Mr.Davendra Kumar was appointed as a Company Secretray & Compliance Officer of theCompany w.e.f. from 01st April 2019.
Pursuant to Section 152 of the Companies Act 2013 Mr. Tejas Hingu retires by rotationat the ensuing Annual General Meeting and being eligible offers himself forre-appointment. Your Board has recommended his re-appointment. Further In terms of Section161 of the Companies Act 2013 he will hold office up to the date of the ensuing AnnualGeneral Meeting. The Board inducted on Board Mr. Tejas Hingu as an additional director ofthe Company w.e.f 16 May 2018 and designated him as a Managing Director uponrecommendation of N&R Committee of the Board w.e.f August 14 2018.
On the recommendation of the Nomination & Remuneration Committee the Board inductedMr. Harishkumar K. Patel Additional Director w.e.f. 06th February 2019.
As required under Regulation 36(3) of the listing Regulations with the stock exchangesthe information on the particulars of Directors proposed forappointment/reappointment has been given in the notice of annual general meeting.
DECLARATION OF INDEPENDENCE BY DIRECTORS:
The Independent Directors have confirmed and declared that they are not disqualified toact as an Independent Director in compliance with the provisions of Section 149 of theCompanies Act 2013 and the Board is also of the opinion that the Independent Directorsfulfill all the conditions specified in the Companies Act 2013 and as specified underRegulation 16(1)(b) of the listing regulations in respect of their position as an"Independent Directors.
POLICIES ON DIRECTORS APPOINTMENT AND REMUNERATION:
The Company follows a policy on remuneration of Directors and Senior ManagementEmployees. The policy is approved by the Nomination and Remuneration Committee and theBoard. The policy is available on the website of the company viz www.gromotrade.com.
EVALUATION OF BOARD OF DIRECTORS ITS COMMITTEES AND OF INDIVIDUALS:
Pursuant to the provisions of the Act and Schedule V of SEBI (Listing Obligation &Disclosure Requirement) Regulations 2015 the Nomination and Remuneration Committee ofthe Board carried out the annual evaluation of the performance of the Board as a wholethe Directors individually as well as of various Committees of the Board. The performanceevaluation of the Independent Directors was carried out by the entire Board. Theperformance evaluation of the Chairman and non independent Directors was also carried outby the Independent Directors at their seperate meeting. The Directors expressed theirsatisfaction with the evaluation process.
M/s. R. Soni & Co Chartered Accountants having Registration No. 130349W who areStatutory Auditor of the Company has express his unwillingness to continue as statutoryauditor of the company which lead to casual vacancy and hence M/s Dassani and AssociatesFRN: 009096C who has submitted their consent and eligibility certificate under section 139and sec 141 of the Companies Act 2013 has been appointed in the Board Meeting held on10.08.2019 to fill the casual vacancy and to hold the office from the conclusion of this46th Annual General Meeting till the conclusion of next Annual General Meeting of theCompany subject to approval of members in this AGM.
There are no qualifications reservations or adverse remarks made Statutory Auditorsexcept one observation about loans given to few parties wherein interest is not charged intheir report for the financial year ended March 31 2019.
The management inform that these loans are old and to recover the principal amount fromthem is very difficult and in order to avoid bad debt of this loan Company has notcharged interest but company will take note in future.
In accordance with the provisions of Section 138 of the Companies Act 2013 theCompany has appointed an Internal Auditor who reports to the Audit Committee. Quarterlyinternal audit reports are submitted to the Audit Committee which reviews the auditreports and suggests necessary action.
Mr. Paresh Pandya Company Secretary in Practice has been appointed pursuant to therequirements of Section 204(1) of the Act and Rule 9 of Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 to conduct the Secretarial Audit forthe financial year 2018-19. The Secretarial Audit Report as received from Mr. PareshPandya is appended to this Report as Annexure I.
There are no qualifications reservations or adverse remarks made Secretarial Auditorsin their report for the financial year ended March 31 2019.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year 2018-2019 There are no materially significant related partytransactions made by the company with Promoters Key Managerial Personnel or otherdesignated persons which may have potential conflict with interest of the company atlarge.
The policy on Related Party transaction has been devised by your Company fordetermining the materiality of transaction with Related Parties and dealing with them. AOC-2 is attached as Annexure II
EXTRACT OF ANNUAL RETURN:
Pursuant to the under Section 92(3) and Section 134(3) of the Act read with Rule 12 ofCompanies (Management and Administration) Rules 2014 an extract of Annual Return inprescribed Form MGT-9 requirements is given in the Report as Annexure III. Our Website ishttp://www.gromotrade.com/. Copy of the annual return is placed on the web site.
The company is not having any subsidiary/holding/joint ventre/associate company duringthe current or previous year.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Companies Act 2013 and the relevant rules the Companyis not required to spend any amount towards CSR Expenditure as none of the thresholdslimits as specified in Section 135 is crossed.
CERTIFICATE ON NON DISQUALIFICATION OF DIRECTORS:
Company have taken Certificate from Practising Company Secretary that none of theDirectors on the Board of the Company are disqualified as on 31.03.2019 in accordance withRegulation 34(3) read with Schedule V Para-C Sub clause 10(i) of the Securities ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 annexedas Annexure IV.
MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 a statementcontaining the disclosures pertaining to remuneration and other details as required underthe Act and the above Rules are provided in the Annual Report. The disclosures asspecified under Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 have annexed as Annexure V.
REPORTS ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS:
The reports on Corporate Governance and Management Discussion and Analysis for the yearunder review as stipulated under regulation 34 and Schedule V of SEBI (Listing Obligation& Disclosure Requirement) Regulations 2015 form part of the Annual Report have beenappended to this Report as Annexure VI and Annexure VII respectively.
COMPOSITION OF AUDIT STAKEHOLDER RELATIONSHIP AND NOMINATION &REMUNERATIONCOMMITTEE:
For details kindly refer the Corporate Governance Report have been appended to thisReport .
AUDITORS CERTIFICATE ON CORPORATE COVERNANCE AND MANAGEMENT REPORT ON CODE OF CONDUCT:
For details kindly refer the Annexure VIII to this Report
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of the Companyoccurred during Financial Year 2018-19 till the date of this report. Further the Companyhas given the details for change of name and main objects in the explanatory statementannexed herewith and there was no change in the nature of business of the Company duringthe year.
CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION:
The Chief Financial Officer Certification as required under Sechedule IV of SEBI(Listing Obligation & Disclosure Requirement) Regulations 2015 and Chief ExecutiveOfficer declaration about the Code of Conduct is Annexed to this Reportas AnnexureIX.
RISK MANAGEMENT AND INTERNAL CONTROLS:
The Company has the Risk Management and Internal Control framework in placecommensurate with the size of the Company. However Company is trying to strengthen thesame. The details of the risks faced by the Company and the mitigation thereof arediscussed in detail in the Management Discussion and Analysis Report that forms part ofthe Annual Report.
The Company does not have any Foreign exchange earnings / expenses during the yearunder review and therefore the information in respect of Foreign Exchange Earnings andOutgo as required by Companies (Disclosure of Particulars in the Report of Board ofDirectors) Rules 1988 is not provided.
LISTING OF SHARES:
Equity shares of your Company are listed on Bombay Stock Exchange only and the Companyhas paid the necessary Listing fees for the year 2019-2020. Trading in the shares of thecompany was suspended by the exchange due to survelliance measures. However Exchangerevoked the suspension of trading in securities of the Company pursuant to SEBI Order no.WTM/GM/EFD/72/2018 dated October 30 2018 with effect from November 01 2018.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
Details of investments covered under section 186 of the Companies Act 2013 will beproduced for verification to the members at the Registered Office of the company on theirrequest.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The Company is not required to give information relating to conservation of energy andtechnology absorption as the Company is not engaged in any activities referred to inCompanies (Disclosure of Particulars in the Report of Board of Directors) Rules 1988.
VIGIL MECHANISM/WHISTLE BLOWER POLICY:
The Company is committed to the high standards of Corporate Governance and stakeholderresponsibility. The Company has established a vigil mechanism to be known as theWhistle Blower Policy for its Directors and employees to report instances ofunethical behaviour actual or suspected fraud or violation of the Companys Code ofConduct. The aim of the policy is to provide adequate safeguards against victimization ofwhistle blower who avails of the mechanism and also provide direct access to the Chairmanof the Audit Committee in appropriate or exceptional cases. Accordingly WhistleBlower Policy has been formulated with a view to provide a mechanism for theDirectors and employees of the Company to approach the Chairman of the Audit Committee ofthe Company.
The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:
The Company has put in place adequate internal financial controls with reference to theFinancial Statements commensurate with the size of the Company. The Board has adoptedpolicies and procedures for ensuring the orderly and efficient conduct of its businessincluding adherence to the companys policies the safeguarding of its assets theprevention and detection of fraud error reporting mechanism the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
POLICY FOR PREVENTION OF INSIDER TRADING & REDRESSAL OF SEXUAL HARASSMENT OF WOMENAT WORKPLACE:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company and during the period when the Trading Window is closed. The Board isresponsiblefor implementation of the Code. All Board Directors and the designatedemployees have confirmed compliance with the Code.
The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of The Sexual Harassment of Women at the workplace (Prevention Prohibition& Redressal) Act 2013 An Internal Complaints Committee has also been set up toredress complaints received on sexual harassment. All employees (Permanent contractualtemporary trainees) are covered under this policy. Your Directors state that during theyear under review there were no cases filed pursuant to the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:
No such order passed during the Financial Year 2018-19.
POLICY ON ORDERLY SUCCESSION FOR APPOINTMENT:
The Board has framed a policy which lays down a framework in relation to Orderlysuccession of Directors senior Management based on recommendation made by Nomination andRemuneration Committee.
The key features of the policy are as follows:
Criteria for appointment and removal of Director key managerial personnel andsenior management.
Criteria for performance evaluation.
Criteria for fixing the remuneration of Director key managerial personnel andsenior management.
FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTORS
Your company has organized a familiarisation programme for the independent directors asper the requirement of the Companies Act 2013 along with the requirements of SEBI (LODR)Regulations 2015.
GREEN INITIATIVE IN CORPORATE GOVERNANCE:
The ministry of corporate Affairs (vide circular nos.17/2011 and 18/2011 dated April 21and April 29 2011 respectively) has undertaken Green initiative in corporateGovernance and allowed companies to share documents with its shareholders through anelectronic mode.Members are requested to support their green initiative byregistering/updating their email addresses in respect of shares held in dematerialisedform with their respective depository participants and in respect of shares held inphysical form with RTA of Company.
Your company always endeavours to keep the time of response to shareholdersrequest/grievance at the minimum. Priority is accorded to address all the issues raised byshareholders and provide them a satisfactory reply at the earliest possible time. TheStakeholder Relationship Committee of the board meets periodically and reviews the statusof the Shareholders Grievances.
Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authorities andmembers during the year under review. Your Directors also wish to place on record theirdeep sense of appreciation for the committed services by the Company's executives staffand workers.
For & on behalf of Board of Directors
|Sd/- ||Sd/- |
|Tejas Hingu ||Harishkumar Patel |
|Managing Director ||Director |
|DIN: (06936684) ||DIN: (07935626) |
|Place: Mumbai || |
|Date: 03/08/2019 || |