Your Directors have pleasure in presenting the Annual Report of the Companytogether with Audited Accounts for the year ended on 31st March 2018.
1. Financial Results : (Rs. In Lakhs)
| ||AS AT 31.03.2018 ||AS AT 31.03.2017 |
|Sales and Other Income ||15.00 ||0.06 |
|Profit before depreciation taxation & Exceptional Items ||2.32 ||(10.02) |
|Less: Depreciation ||0.00 ||0.03 |
|Less : Current Tax ||0.44 ||0.00 |
|Less : Mat Credit ||(0.44) ||0.00 |
|Less : Mat Credit for earlier year ||0.00 ||0.00 |
|Less: Deferred Tax ||0.00 ||0.00 |
|Less : Exceptional Items ||0.00 ||0.00 |
|Profit after taxation ||2.32 ||(10.05) |
|Add: Balance brought forward from previous year ||(14.64) ||(4.59) |
|Surplus available for appropriation ||2.32 ||0.00 |
|Appropriations ||0.00 ||0.00 |
|Transitional Provision for Depreciation ||0.00 ||0.00 |
|Prior period Income Tax adjusted ||0.00 ||(0.00) |
|Balance carried to Balance sheet ||(12.32) ||(14.64) |
2. Financial Position :
During the year under review the Company has made Profit of Rs. 2.32 lakh during theyear and loss of Rs. (10.05) lakh in the preceding year. Your Directors are identifyingprospective areas and will make appropriate investments that will maximise the revenue ofthe company in the current Financial Year.
3. Dividend :
Your Directors regret their inability to recommend any Dividend to equity shareholdersfor the year 2017-2018.
4. Transfer of unclaimed dividend to Investor Education and Protection Fund :
Since there was no unpaid/unclaimed Dividend declared and paid in previous year theprovisions of Section 125 of the Companies Act 2013 is not applicable to the Company.
5. Share Capital :
The paid-up equity capital as on March 31 2018 was Rs. 820 lakhs. The Company has notissued shares with differential voting rights nor granted stock options no sweat equity.
6. Material Changes and Commitment if any affecting the financial position ofthe Company occurred between the ends of the financial year to which this financialstatements relate and the date of the report :
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year and the date of this report.
7. Transfer to reserves :
No amount was transferred to the General Reserve during the period 1st April 2017 to31st March 2018.
8. Disclosure under sexual harassment of women at workplace :
Your Company is committed to provide and promote safe healthy and congenial atmosphereirrespective of gender caste creed or social class of the employees. No cases have beenfiles under the Act as the Company is keeping the working environment healthy.
9. Corporate Social Responsibility :
The Provisions of section 135 of the Companies Act 2013 regarding Corporate SocialResponsibility are not applicable to the company.
10. Business Responsibility Report :
The SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015 mandatesinclusion of Business Responsibility Report (BRR) as part of the Annual Report for tophundred listed entities based on market capitalization. We does not fall in the tophundred listed entities and hence not provided the BRR as part of our Annual Report.
11. Risk Management :
Although the company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion. The Board members wereinformed about risk assessment and after which the Board formally adopted and implementedthe necessary steps for monitoring the risk management plan for the company.
12. Auditor :
Statutory Audit :
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.
M/s. Maroti & Associates Chartered Accountants (Firm Registration Number:322770E) who are the Statutory Auditors of the Company will hold office up to the AnnualGeneral Meeting of the Company in the year 2019.
Secretarial Audit :
As required under section 204 (1) of the Companies Act 2013 the Company has obtained asecretarial audit report. Pursuant to provisions of section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 thecompany has appointed Mr. Aditya Kumar Daga Company Secretary in practice (C.P. No.:14266) to undertake the Secretarial Audit of the Company for the financial year 2017-18.The Secretarial Audit report for the financial year ended 31st March 2018 is annexedherewith as "Annexure A" to this report. The observation of Secretarial Auditorare clarified as under :
a) The Company has not appointed Chief Financial Officer (CFO) as required underSection 203 of the Companies Act 2013.
b) The Company has applied to The Calcutta Stock Exchange Ltd. (CSE) for voluntarydelisting of equity shares and the same has been delisted from Calcutta Stock ExchangeLtd. (CSE) with effect from 23.02.2018 vide their notice dated 22.02.2018 is under review.
13. Directors and Key Managerial Personnel's :
Director Mrs. Nirmala Devi Sharma (DIN: 00081298) retire by rotation and beingeligible offer herself for re-appointment. Approval of members is being sought forre-appointment of Mr. Navin Chandra Sharma (DIN: 00081104) as Managing Directors of theCompany for the period of five years effective from April 29 2019 to April 27 2024 asset out in explanatory statement annexed to the notice convening this Meeting.
All Independent Directors have given their declaration that they meet the criteria ofindependence as laid down under section 149(6) of the Companies Act 2013 and ListingRegulations.
The Board of Directors condoled the sudden and sad demise of Mr. Kailash Chandra Sharma(DIN: 00081202) Director of the company on 7th day of December 2017."
In accordance with the provisions of Section 2013 of the Companies Act 2013 thefollowing were the Whole time Key Managerial Personnel (KMPs) of your company as on March31 2018:
1. Mr. Navin Chandra Sharma- Managing Director & CEO
2. Mrs. Sneh Gupta- Company Secretary
The brief resume/ details relating to Directors who are to be appointed/ re-appointedare furnished in the Notice of the ensuing AGM.
14. Corporate Governance And Management Discussion & Analysis Report :
Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 with the Stock Exchange the Report onCorporate Governance together with Auditors view and management discussion & analysisreport regarding compliance of the SEBI code of Corporate Governance is annexed herewith.
15. Acceptance of Deposit :
Your Company has not accepted any deposits within the meaning of Section 73 and 76 ofthe Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 asamended.
16. Loans Guarantee or Investments :
The company has not given any loans or guarantees covered under the provisions ofsection 186 of the Companies Act 2013. The details of the investments made by company isgiven in the notes to the financial statements.
17. Internal Control System and Their Adequacy :
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board and tomaintain its objectivity and independence the Audit Committee reports to the Chairman ofthe Audit Committee and & to the Board Chairman & Managing Director.
18. Annual Evaluation of Board Performance and Performance of its Committees and ofIndividual Directors :
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an evaluation of itsown performance the directors individually as well as the evaluation of the working ofits Audit Stakeholders Relationship Nomination & Remuneration Committees. The mannerin which the evaluation has been carried out has been explained in the CorporateGovernance Report.
19. Nomination & Remuneration Policy :
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
20. Board & Committee Meetings :
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year 13 (Thirteen) meeting of the Board of directors 4 (Four) Audit CommitteeMeetings 4 (Four) Nomination & Remuneration Committee Meetings and 3 (Three)Stakeholders' Relationship Committee Meetings were held and the details of which are givenin the Corporate Governance Report annexed hereto. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013.
21. Related Party Transactions :
All related party transactions that were entered into during the financial year were inthe ordinary course of the business. 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 is available on the website of the company(http://www.sellwinindia.com/file/2016/may/PolicyofRelatedPartyTransaction.pdf).
22. Directors' Responsibility Statement :
The Financial Statement are prepared in accordance with the Generally AcceptedAccounting Principles (GAAP) under the historical cost convention on accrual basis exceptfor certain financial instruments which are measured at fair value. GAAP comprisesmandatory accounting standards as prescribed under section 133 of the Companies Act2013("the Act") read with Companies (Accounts) Rules 2014 the provision of the Act(to the extent notified) and guidelines issued by the Securities and Exchange Board ofIndia (SEBI). There are no material departures from the prescribed accounting standards inthe adoption of these standards. In terms of Section 134 (5) of the Companies Act 2013the directors would like to state that:
i) In the preparation of the annual accounts for the financial year ended March 312018 the applicable accounting standards have been followed.
ii) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review.
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 ongoing concern basis.
v) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
vi) The directors had devised proper system to ensure compliance with the provisions ofall applicable laws and that such system were adequate and operating effectively.
23. Preservation of documents :
All the documents as required under the Act has been properly kept at the registeredoffice of the Company.
24. Listing with Stock Exchange :
The Company confirms that it has not defaulted in paying the Annual Listing Fees forthe financial year 2017-18 to the Bombay Stock Exchange Limited (BSE) where the shares ofthe Company are listed. Further The Company has applied to The Calcutta Stock ExchangeLtd. (CSE) for voluntary delisting of equity shares and the same has been delisted fromThe Calcutta Stock Exchange Ltd. (CSE) with effect from 23.02.2018 vide their notice dated22.02.2018.
25. Significant and Material Orders :
There are no significant and material order passed by the regulators or courts ortribunals impacting the going concern status and Company's operation in future.
26. Fraud Reporting :
There was no fraud reported by the Auditors of the Company under Section 143(12) of theCompanies Act 2013 to the Audit Committee or the Board of Directors during the yearunder review.
27. Secretarial Standards of ICSI :
The Company is in compliance with the relevant provisions of Secretarial Standards onMeetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by theInstitute of Company Secretaries of India and approved by the Central Government.
28. Subsidiary Companies :
The Company does not have any subsidiary hence the compliance of provisions of section129(3) of the Companies Act 2013 are not applicable.
29. Code of Conduct :
The Board of Directors has a Code of Conduct which is applicable to the Members of theBoard and all employees in the course of day to day business operations of the company.The Code has been posted on the Company's website.
The Code lays down the standard procedure of business conduct which is expected to befollowed by the Directors and the designated employees in their business and in particularon matters relating to integrity in the work place in business practices and in dealingwith stakeholders. The Code gives guidance through examples on the expected behaviour froman employee in a given situation and the reporting structure. All the Board Members andthe Senior Management Personnel have confirmed compliance with the Code. All ManagementStaff were given appropriate training in this regard.
30. Vigil Mechanism :
In pursuant to the provisions of section 177 of the Companies Act 2013 and SEBIListing Regulations the Company has a vigil mechanism to deal with issuance of fraud andmismanagement if any. In staying true to our values of Strength Performance and Passionand in line with our vision of being one of the most respected companies in India theCompany is committed to the high standards of Corporate Governance and stakeholderresponsibility. The vigil mechanism ensures that strict confidentiality is maintainedwhilst dealing with concerns and also that no discrimination will be meted out to anyperson for a genuinely raised concern. The Chairman of Audit and Chairman of the Boardlooks into the complaints raised.
31. Archival Policy :
The policy deals with the retention and archival of corporate records of SellwinTraders Limited. The policy is available on the website of the company(http://www.sellwinindia.com/file/2016/july/STL_Archival_Policy.pdf).
32. Prevention of Insider Trading :
The Code requires pre-clearance for dealing in the Company's shares and prohibits thepurchase or sale of Company shares by the Directors and the designated employees while inpossession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Company has adopted a Code ofConduct for Prevention of Insider Trading with a view to regulate trading in securities bythe Directors and designated employees of the Company. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
33. Extract of Annual Return :
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as " Annexure - B".
34. Managerial Remuneration/Particulars of Employees :
During the period under review no employee of the Company drew remuneration in excessof the limits specified under the provisions of Section 197(12) of the Companies Act readwith Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 and hence no disclosure is required to be made in the AnnualReport.
35. Statutory Information:
Particulars required to be furnished by the Companies (Accounts) Rules 2014:
|1. CONSERVATION OF ENERGY ||: Nil |
|2. TECHNOLOGY ABSORPTION & ADOPTION ||: Nil |
|3. FOREIGN EXCHANGE EARNING & OUTGO ||: Nil |
36. Policy to Prevent Sexual Harassment at the Work Place :
The Company is committed to creating and maintaining an atmosphere in which employeescan work together without fear of sexual harassment exploitation or intimidation. Everyemployee is made aware that the Company is strongly opposed to sexual harassment and thatsuch behaviour is prohibited both by law and by the Sellwin Traders Ltd.
37. Implementation of Indian Accounting Standards (IND) AS) :
The Ministry of Corporate Affairs (MCA) Government of India has notified the Companies(Indian Accounting Standards) Rules 2015 on 16 February 2015. Further a Press Releasewas issued by the MCA on January 18 2016 outlining the roadmap for implementation ofIndian Accounting Standards (IND AS) converged. Though the Company is required to adoptIND AS from the year 2017-18 onwards
Reconciliation of total income for the year ended March 2017
|Particulars ||Year Ended as on 31.03.2017 |
|Total Comprehensive Income as per previous GAAP ||(1004590) |
|Adjustments: || |
|Fair Valuation of Investments ||- |
|Total Comprehensive Income as per Ind AS ||(1004590) |
38. Acknowledgements :
The Board wishes to place on record their gratitude for the co-operation and assistancereceived from all those who contributed by some means or other for the performance of thecompany and expect the same in the future.
| ||For and on behalf of the Board |
|Place : Kolkata ||Navin Chandra Sharma ||Nirmala Devi Sharma |
|Date : 29th day of May 2018 ||Managing Director & CEO ||Director |
| ||(DIN :: 00081104) ||(DIN :: 00081298) |