TROMBO EXTRACTIONS LIMITED
The Directors present the Annual report on the business and operations of yourCompany for the year 2017-2018.
1. FINANCIAL RESULTS AND OPERATIONAL REVIEW:
|Particulars ||Year Ended 31.03.2018 ||Year Ended 31.03.2017 |
| ||(Rs.) ||(Rs.) |
|Gross Sales/Income ||505250 ||584950 |
|Less Depreciation || || |
|Profit/(Loss) before Tax ||61166 ||1450 |
|Taxes/Deferred Taxes || ||(252) |
|Profit/(Loss) After Taxes ||61166 ||1198 |
|P& L Balance B/F ||(130389103) ||(130390301) |
|Profit/ (Loss) carried to Balance Sheet ||(130327937) ||(130389103) |
2. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR
During the year under review the total income was Rs. 505250/- as compared to Rs.584950/- of that of the previous Year. After making all necessary provisions for currentyear and after taking into account the current year net profit and total provisions fortaxation the surplus carried to Balance Sheet is Rs. 61166/-.
3. CHANGE IN THE NATURE OF BUSINESS
The Company has not changed its main object during the year under review.
Since the Company has not made sufficient profit the directors are unable to recommendany dividend during the year under review.
The Board of Directors of the company has carried Rs. 61166/- to Reserve &surplus.
5. SHARE CAPITAL
ISSUE OF SHARES WITH DIFFERENTIAL RIGHTS
The company has not issued any shares with differential rights during the year underreview.
ISSUE OF SWEAT EQUITY SHARE
The company has not issued any sweat equity shares during the year under review.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Jagdish K Rajani Director retire by rotation at the forthcoming Annual GeneralMeeting and being eligible offer themselves for reappointment.
7. PARTICULARS OF EMPLOYEES
None of the employees of the Company drew remuneration of Rs. 10200000/- or more perannum Rs. 850000/- or more per month during the year. Hence no information is requiredto be furnished as required under Rule 5(2) and 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
Other Relevant details of Directors:
| || || || ||Committee(s) position |
|Name of the Director ||Designati on ||Category ||No. of Directorshi p(s) held in Indian public & private Limited Companies ||Member (Excluding This Company) ||Chairman (Excluding This Company) |
|Jawahar Rajani ||Managing Director ||Executive Non Independent ||NIL ||NIL ||NIL |
|Jagdish Rajani ||Director ||Executive Non Independent ||NIL ||NIL ||NIL |
|Munna Lal Shivnarayan ||Director ||Non Executive Independent ||NIL ||NIL ||NIL |
|Jagdish Pandya ||Director ||Non Executive Independent ||NIL ||NIL ||NIL |
|Jai Kumar Pandey ||Director ||Non Executive Independent ||NIL ||NIL ||NIL |
|Meena Rajani ||Director ||Non Executive Independent Director ||One ||NIL ||NIL |
A calendar of Meetings is prepared and circulated in advance to the Directors. Duringthe year Four (04) Board Meetings and four (4) Audit Committee Meetings were convened andheld. The details of which are given as under. The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013.
Board Meetings held during the year:
25/05/2017 14/08/2017 18/11/2017 07/02/2018
|Name of the Director ||Designation ||Category ||No. of Board meetings attended ||Attendance at last AGM |
|Jawahar Rajani ||Managing Director ||Executive Non Independent ||4 ||Yes |
|Jagdish Rajani ||Director ||Executive Non Independent ||4 ||Yes |
|Munna Lal Shivnarayan ||Director ||Non Executive Independent ||4 ||Yes |
|Jagdish Pandya ||Director ||Non Executive Independent ||4 ||Yes |
|Jai Kumar Pandey ||Director ||Non Executive Independent ||4 ||Yes |
|Meena Rajani ||Director ||Non-Executive Independent ||4 ||Yes |
General Body Meetings
Particulars of last three Annual general meetings
|Meeting ||Year ||Venue of AGM ||Date ||Time ||Whether Special resolution passed |
|Annual General Meeting ||2017 ||18-C Tejpur Bridge A. B. Road Indore Madhya Pradesh- 452001 ||15th September 2017 ||11:00 A.M. ||No |
|Annual General Meeting ||2016 ||18-C Tejpur Bridge A. B. Road Indore Madhya Pradesh- 452001 ||30th September 2016 ||12:30 P.M. ||Yes |
|Annual General Meeting ||2015 ||18-C Tejpur Bridge A.B.Road Indore Madhya Pradesh- 452001 ||30th September 2015 ||11:00 A.M. ||Yes |
Below mentioned special resolution was passed at Annual General Meeting held on 30thSeptember 2015:
Appointment of Mr. Munna Lal Shivnarayan (DIN: 03209564) as an Independent Director ofthe Company
Appointment of Mr. Jai Kumar Pandey (DIN: 06364078) as an Independent Director of theCompany
Appointment of Mr. Jagdish Pandya (DIN: 06364078) as an Independent Director of theCompany
Below mentioned special resolution was passed at Annual General Meeting held on 30thSeptember 2016:
Appointment of Ms. Meena Rajani (DIN: 01211788) as an Independent Director ofthe Company
Adoption of new articles of association of the company containing regulation inconformity with Companies Act 2013
Extraordinary General Meeting (EGM)
No Extra Ordinary General Meeting of the Company was held during the financial year2017-18
During the year under review no resolution has been passed through the exercise ofpostal ballot.
RESPONSIBILITIES OF THE BOARD:
The responsibility such as policy formulation performance review and analysis andcontrol direction and management of the affairs of the company is vested in the Board ofDirectors presided over by the Chairman. The Board has delegated some of its powers to theexecutives of the company. The Board reviews from time to time such delegated powers andtheir utilization for effective functioning of the Company.
INDEPENDENT DIRECTORS MEETING
During the year under review the Independent Directors met on 19th March2018 inter alia to discuss:
Evaluation of the performance of Non Independent Directors and the Board ofDirectors as a whole;
Evaluation of the performance of Chairman of the Company taking into accountthe views of the Executive and Non Executive Directors.
Evaluation of the quality content and timelines of flow of information betweenthe Management and the Board that is necessary for the Board to effectively and reasonablyperform its duties.
All the Independent Directors were present at the Meeting.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:
On appointment of an individual as Independent Director the Company issues a formalLetter of Appointment to the concerned director setting out in detail the terms ofappointment duties and responsibilities. Each newly appointed Independent Director istaken through a formal familiarization program. The Programme also provides awareness ofthe Independent Directors on their roles rights responsibilities towards the Company.Further the Familiarization Programme also provides information relating to the financialperformance of the Company and budget and control process of the Company.
9. COMMITTEES OF THE BOARD
The Company had Three Board Committees. These are
1. Audit Committee
2. Remuneration Committee
3. Share Transfer & Shareholders/Investor Grievance Committee
Moving with various committees formed and reported in the previous Annual Report and inline with the requirements of SEBI and Stock Exchanges the Board has formally constitutedthe following committees of Directors.
1. AUDIT COMMITTEE:
The Audit committee constituted by the Board of directors as per the Regulation 18 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as well as inSection 177 of the Companies Act 2013 comprises of three members viz. Mr. Munna LalShivnarayan Director (Non Executive) who is appointed as Chairman Mr. Jagdish Pandya(Non Executive- Independent Director) and Mr. Jai Kumar Pandey (Non Executive- IndependentDirector) who are aware with finance accounts management and corporate affairs. Threeindependent members constitute the quorum of the said Audit Committee Meeting.
The Audit Committee of the Board of Directors of the Company Inter-alia providesassurance to the Board on the adequacy of the internal control systems and financialdisclosures.
BRIEF DESCRIPTION OF TERMS OF REFERENCE:
A. Overseeing the companys financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.
B. Recommending the appointment and removal of external auditor fixation of audit feesand also approval for payment of any other Consultancy services provided by the statutoryauditor.
C. Reviewing with management the annual financial statements before submission to theBoard focusing primarily on:
Review the financial reporting process and disclosure of its financial information
Review with the management Annual financial statements before submission to the Board
Review with the management statutory Auditors and Internal Auditors and adequacy ofinternal control systems
Review the companys accounting and risk management policies
Review the companys accounting and management reporting systems and updates thesame from time to time recommend the appointment and removal of statutory and InternalAuditors and fixation of fees for the same.
Review quarterly financial statement.
Review internal investigations made statutory/ Internal Auditors.
Scope of Statutory/ Internal Audit
Review fixed deposits/repayment systems etc.
Any other applicable functions as described in Corporate Governance.
Review related party transactions.
Executive summary of the Audit Committee Meetings are placed before the immediate nextBoard Meetings held after the Audit Committee for deliberations and the full minutes ofthe same are placed before the following Board Meeting for recode. The Board of Directorsregularly appraised on the recommendations for the Audit Committee further at thebeginning of the financial year the Committee discuss the plan for the internal audit andstatutory audit.
Dates of the Audit Committee Meetings are fixed in advance and agenda is circulated tothe Directors at least seven days before the meeting.
As required under Regulation 18(3) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Audit Committee had reviewed the followinginformation:
- Management Discussion and analysis of financial condition and results of operations.
- Statement of significant related party transactions submitted by management
- Management letters/letters of internal controls weaknesses issued by the StatutoryAuditors.
- Internal Auditors Reports relating to internal control weaknesses.
- Appointment removal and terms of remuneration of the internal auditors.
During the year under review the 4 Audit Committees were held during Financial Year2017-2018. The dates on which the said meetings were held as follows:
|25/05/2017 ||14/08/2017 ||18/11/2017 ||07/02/2018 |
2. REMUNERATION COMMITTEE:
The Remuneration Committee reviewing the overall compensation policy serviceagreements and other employments and other employment conditions of Managing / Whole timeDirectors and Managing Director:
During the year under review the one meeting of Remuneration Committees was held on25/05/2017 during Financial Year 2017-2018.
Non- Executive Director
The Company has not paid any sitting fees to the Directors of the Company for the yearended March 2018.
Payment of remuneration to the Managing/Whole Time Director is governed by therespective Agreements executed between them and the company. These agreements wereapproved by the Board and the Shareholders. Their Remuneration structure comprises salaryperquisites and allowances.
Terms of reference of the Committee inter alia include the following: Nomination ofDirectors / Key Managerial Personnel / Senior Management*
1. To evaluate and recommend the composition of the Board of Directors;
2. To identify persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down by the Committee;
3. Consider and recommend to the Board appointment and removal of directors otherpersons in senior management and key managerial personnel (KMP);
4. Determining processes for evaluating the effectiveness of individual directors andthe Board as a whole and evaluating the performance of individual Directors;
5. To administer and supervise Employee Stock Options Schemes (ESOS) including framingof policies related to ESOS and reviewing grant of ESOS;
6. Formulate the criteria for determining qualifications positive attributes andindependence of a Director;
7. To review HR Policies and Initiatives.
Remuneration of Directors / Key Managerial Personnel / Senior Management*/ otherEmployees
1. Evolve the principles criteria and basis of Remuneration policy and recommend tothe Board a policy relating to the remuneration for all the Directors KMP SeniorManagement and other employees of the Company and to review the same from time to time.
2. The Committee shall while formulating the policy ensure the following :
(a) The level and composition of remuneration is reasonable and sufficient to attractretain and motivate Directors of the quality required to run the Company successfully;
(b) Relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
(c) Remuneration to Directors KMP and Senior Management involves a balance betweenfixed and incentive pay reflecting short and long term performance objectives appropriateto the working of the Company and its goals.
* Senior Management for the above purpose shall mean personnel of the Company who aremembers of its core management team excluding Board of Directors comprising all members ofmanagement one level below the executive directors including the functional heads.
NOMINATION & REMUNERATION POLICY:
Purpose of this Policy:
The company has adopted this Policy on appointment and remuneration of the DirectorsKey Managerial Personnel and Senior Management (the "Policy") as required by theprovisions of Section 178 of the Companies Act 2013 (the "Act") and Regulation19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The purpose of this Policy is to establish and govern the procedure applicable: a) Toevaluate the performance of the members of the Board. b) To ensure that remuneration toDirectors KMP and Senior Management involves a balance between fixed and incentive payreflecting short and long-term performance objectives appropriate to the working of theCompany and its goals. c) To retain motivate and promote talent and to ensure long termsustainability of talented managerial persons and create competitive advantage.
The Committee should ensure that the level and composition of remuneration isreasonable and sufficient to attract retain and motivate Directors of the qualityrequired to run the Company successfully and the relationship of remuneration toperformance is clear and meets appropriate performance benchmarks.
Independent Director means a director referred to in Section 149(6) of the Act andthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amendedfrom time to time.
Key Managerial Personnel (the "KMP") shall mean "Key ManagerialPersonnel" as defined in Section 2(51) of the Act.
Nomination and Remuneration Committee by whatever name called shall mean aCommittee of Board of Directors of the Company constituted in accordance with theprovisions of Section 178 of the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.
Remuneration means any money or its equivalent given or passed to any person forservices rendered by him and includes perquisites as defined under the Income-tax Act1961.
Senior Management means personnel of the Company who are members of its coremanagement team excluding Board of Directors. This would include all members of managementone level below the Executive Directors including all functional heads.
Words and expressions used and not defined in this Policy but defined in the Act orany rules framed under the Act or the Securities and Exchange Board of India Act 1992 andRules and Regulations framed there under or in the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 or the Accounting Standards shall have themeanings assigned to them in these regulations.
Composition of the Committee:
The composition of the Committee is / shall be in compliance with the Act Rules madethere under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 as amended from time to time.
|Munna Lal Shivnarayan ||Chairman & Non Executive Director |
|Jai Kumar Pandey ||Non Executive- Independent Director |
|Jagdish Pandya ||Non Executive- Independent Director |
Role of the Committee:
The Committee shall:
a) Formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;
b) Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this Policy;
c) Lay down the evaluation criteria for performance evaluation of Independent Directorand the Board;
d) Recommend to the Board appointment remuneration and removal of Director KMP andSenior Management;
e) To devise a Policy on Board diversity.
f) Whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors.
Criteria for Determining the following:-
1 Qualifications for appointment of Directors (including Independent Directors)
a) Persons of eminence standing and knowledge with significant achievements inbusiness professions and/or public service;
b) Their financial or business literacy/skills;
c) Other appropriate qualification/experience to meet the objectives of the Company;
d) As per the applicable provisions of Companies Act 2013 Rules made there under andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Nomination and Remuneration Committee shall have discretion to consider and fix anyother criteria or norms for selection of the most suitable candidate/s.
2 Positive attributes of Directors (including Independent Directors):
Directors are to demonstrate integrity credibility trustworthiness ability tohandle conflict constructively and the willingness to address issues proactively; Actively update their knowledge and skills with the latest developments in therailway/heavy engineering/infrastructure industry market conditions and applicable legalprovisions;
Willingness to devote sufficient time and attention to the Companysbusiness and discharge their responsibilities;
To assist in bringing independent judgment to bear on the Boardsdeliberations especially on issues of strategy performance risk management resourceskey appointments and standards of conduct;
Ability to develop a good working relationship with other Board members andcontribute to the Boards working relationship with the senior management of theCompany;
To act within their authority assist in protecting the legitimate interests ofthe Company its shareholders and employees;
Independent Directors to meet the requirements of the Companies Act 2013 readwith the Rules made there under and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 as amended from time to time.
3 Independence Standards
The following would be the independence review procedure and criteria to assist theCommittee to evaluate the independence of Directors for recommending to the Board forappointment. A Director is independent if the Board affirmatively determines that theDirector does not have a direct or indirect material relationship with the Companyincluding its affiliates or any member of senior management. "Affiliate" shallmean any company or other entity that controls is controlled by or is under commoncontrol with the Company.
Also the candidate shall be evaluated based on the criteria provided under theapplicable laws including Companies Act 2013 read with Rules thereon and the ListingAgreement with the Stock Exchanges. In addition to applying these guidelines the Boardwill consider all relevant facts and circumstances in making its determination relating toa directors independence.
Independence Review Procedures
1. Annual Review
The directors independence for the independent director will be determined by theBoard on an annual basis upon the declaration made by such Director as per the provisionsof the Companies Act 2013 read with Rules thereon and the Listing Agreement.
2. Individual Directors Independence Determinations
If a director nominee is considered for appointment to the Board between Annual GeneralMeetings a determination of independence upon the recommendation of the Committee shallbe made by the Board prior to such appointment.
All determinations of independence shall be made on a case-by-case basis for eachdirector after consideration of all the relevant facts and circumstances and the standardsset forth herein. The Board reserves the right to determine that any director is notindependent even if he or she satisfies the criteria set forth by the provisions of theCompanies Act 2013 read with Rules thereon and the Listing Agreement.
4. Notice of Change of Independent Status
Each director has an affirmative obligation to inform the Board of any change incircumstances that may put his or her independence at issue.
5.1 Criteria for appointment of KMP/Senior Management
To possess the required qualifications experience skills & expertise toeffectively discharge their duties and responsibilities;
To practice and encourage professionalism and transparent working environment;
To build teams and carry the team members along for achieving thegoals/objectives and corporate mission;
To adhere strictly to code of conduct
The Term of the Directors including Managing /Whole time Director /Independent Directorshall be governed as per the provisions of the Act and Rules made there under and the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended from timeto time.
Whereas the term of the KMP (other than the Managing /Whole time Director) and SeniorManagement shall be governed by the prevailing HR policies of the Company.
The Committee shall carry out evaluation of performance of every Director.
The Committee shall identify evaluation criteria which will evaluate Directors based onknowledge to perform the role time and level of participation performance of dutieslevel of oversight professional conduct and independence. The appointment /re-appointment / continuation of Directors on the Board shall be subject to the outcome ofthe yearly evaluation process.
Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act Rules and Regulations there under and / or for any disciplinary reasonsand subject to such applicable Acts Rules and Regulations and the Companysprevailing HR policies the Committee may recommend to the Board with reasons recordedin writing removal of a Director KMP or Senior Management.
6. Remuneration of Managing / Whole-time Director KMP and Senior Management
The remuneration / compensation / commission etc. as the case may be to the Managing/ Whole time Director will be governed by the relevant provisions of the Companies Act2013 and applicable Rules and Regulations and will be determined by the Committee andrecommended to the Board for approval. The remuneration / compensation / commission etc.as the case may be shall be subject to the prior / post approval of the shareholders ofthe Company and Central Government wherever required. Further the Chairman &Managing Director of the Company is authorized to decide the remuneration of KMP (otherthan Managing / Whole time Director) and Senior Management based on the standard marketpractice and prevailing HR policies of the Company.
7. Remuneration to Non-executive / Independent Director
The remuneration / commission / sitting fees as the case may be to the Non-Executive/ Independent Director shall be in accordance with the provisions of the Act and theRules made there under for the time being in force or as may be decided by the Committee /Board / shareholders.
An Independent Director shall not be entitled to any stock option of the Company unlessotherwise permitted in terms of the Act and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended from time to time.
3. Share Transfer & Shareholders/Investor Grievance Committee:
The Share Transfer & Shareholders/Investor Grievance committee comprises asunder:
|Jagdish Pandya ||Chairman Non Executive- Independent Director |
|Jai Kumar Pandey ||Non Executive- Independent Director |
|Jawahar Rajani ||Executive Director |
|Munna Lal Shivnarayan ||Non Executive Director |
The committee is responsible for approving and monitoring transfers transmissionsplitting and consolidation of shares issued by the Company. In addition to that thecommittee also monitors redressal of complaints from shareholders relating to transfer ofshares non-receipt of balance sheet etc. No sitting fees is paid to the committeemembers. The Committee reviewed redressal of investors Grievances pertaining to sharetransfer dematerialization of shares replacement of lost mutilated and old sharecertificates change of address etc. The committee has also taken steps to strengtheninginvestors relations.
During the year under review the 4 Share Transfer & Shareholders/InvestorGrievance Committee were held during Financial Year 2017-2018. The dates on which the saidmeetings were held as follows:
12/04/2017 18/07/2017 13/10/2017 17/01/2018
The status of shareholders complaints received so far/number not solved to thesatisfaction of shareholders/number of pending share transfer transactions (as on 31stMarch 2018 is given below:-
Complaints Status: 01.04.2017 to 31.03.2018
| Number of Complaints pending at beginning ||: 1 |
| Number of complaints received so far ||: 0 |
| Number of complaints solved ||: 0 |
| Number of pending complaints ||: 1 |
10. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and ComplianceCommittees.
During the year the Board adopted a formal mechanism for evaluating its performanceand as well as that of its Committees and individual Directors including the Chairman ofthe Board. The exercise was carried out through a structured evaluation process coveringvarious aspects of the Boards functioning such as composition of the Board &committees experience & competencies performance of specific duties &obligations governance issues etc. Separate exercise was carried out to evaluate theperformance of individual Directors including the Board Chairman who were evaluated onparameters such as attendance contribution at the meetings and otherwise independentjudgment safeguarding of minority shareholders interest etc.
The evaluation of the Independent Directors was carried out by the entire Board andthat of the Chairman and the Non-Independent Directors were carried out by the IndependentDirectors.
The Directors were satisfied with the evaluation results which reflected the overallengagement of the Board and its Committees with the Company.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNEL
In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015the Board of Directors of the Company has laid down a Code of Conduct for all BoardMembers and Senior Management Personnel of the Company. The said Code of Conduct has beenposted on the website of the Company. The Board Members and Senior Management Personnel ofthe Company have affirmed compliance with the Code. The Chairman & Managing Directorof the Company has given a declaration to the Company that all the Board Members andSenior Management Personnel of the Company have affirmed compliance with the Code.
PREVENTION OF INSIDER TRADING
The Securities and Exchange Board of India (SEBI) has promulgated the SEBI (Prohibitionof Insider Trading) Regulation 2015 ("The PIT Regulations"). The PITregulations has come into effect from May 15 2015 and replaced the earlier Regulations.The object of the PIT Regulation is to curb the practice of insider trading in thesecurities of a listed company.
The company has adopted an Internal Code of Conduct for Regulating Monitoringand Reporting of Trades by insiders ("the code") in accordance with therequirements of the PIT regulations.
The Code is applicable to promoters and Promoters Group all Directors and suchDesignated Employees who are expected to have access to unpublished price sensitiveinformation relating to the Company. The Company Secretary is the Compliance Officer formonitoring adherence to the said Regulations.
The company has also formulated The Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information (UPSI) in compliance with SEBI(Prohibition of Insider Trading) Regulation 2015. This Code is displayed on theCompanys website viz. http://www.rajaniextractions.com
11. DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND REAPPOINTMENT IF ANY
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
12. 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. The Remuneration Policy is stated under the head of nomination andremuneration committee.
13. DETAILS OF SUBSIDIARY / JOINT VENTURES / ASSOCIATE
The Company has no any Subsidiary/Joint Ventures/Associate Companies during the yearunder review. Hence details for the same are not required to mention.
14. DETAIL OF FRAUD AS PER AUDITORS REPORT:
There is no fraud in the Company during the Financial Year ended 31st March2018. This is also being supported by the report of the auditors of the Company as nofraud has been reported in their audit report for the financial year ended 31stMarch 2018.
15. BOARDS COMMENT ON THE AUDITORS REPORT:
There were no qualifications reservations or adverse remarks made by Auditors in theirrespective reports. Observation made by the Statutory Auditors in their Report are selfexplanatory and therefore do not call for any further comments under section 134(3)(f) ofthe Companies Act 2013.
The company has appointed M/s. S. N. Kabra & Co Chartered Accountants. CharteredAccountant Indore as a statutory Auditor of the company in Annual General Meeting of theCompany held on 30th September 2016 for a period of five year from theConclusion of this Annual General Meeting until the conclusion of Annual General Meetingto be held in the year 2021 subject to ratification at every Annual General Meeting andto fix their remuneration. The board of directors of the company has recommended hisratification.
17. AUDITORS REPORT
The Auditors Report does not contain any qualification. Notes to Accounts andAuditors remarks in their report are self-explanatory and do not call for any furthercomments.
18. SECRETARIAL AUDIT REPORT
In terms of Section 204 of the Act and Rules made there under M/s. Rupal PatelPracticing Company Secretary have been appointed Secretarial Auditors of the Company. Thereport of the Secretarial Auditors is enclosed as ANNEXURE I to this report.
Reply to the qualification Remarks in Secretarial Audit Report:
1. The company has informed to the promoters about the requirement of their respectingholding in dematerialized mode only.
2. Though the Company has not published notice for Financial Result the company hasuploaded the same on Website of the company and submitted to BSE Limited.
3. The Company is in process of appointment of Company Secretary. In absence of thesame the Company has appointed Mr. Jawahar Rajani Managing Director of the Company as aCompliance officer of the Company.
4. The quantum of the day to day transactions as well as turnover is of small size andhence internal auditor has not been appointed.
5. Company has fewer turnovers hence not filed Return under MP Value Added Tax Act/Goods and Service Tax Act.
19. INTERNAL AUDIT & CONTROLS
Though the Company has not appointed any chartered accountant as internal auditor theaccounting and other system have been designed in such a manner that review of entireprocess for safeguarding the assets of the company its operational efficiencyeffectiveness of the systems are taken care of properly. Moreover it is to be noted thatthe quantum of the day to day transactions as well as turnover are of small size andhence internal auditor have not been appointed.
20. ISSUE OF EMPLOYEE STOCK OPTIONS
The company has not issued any employee stock options during the year under review.
21. VIGIL MECHANISM:
In pursuant to the provisions of section 177(9) & (10) of the Companies Act 2013and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Vigil Mechanism for directors and employees to report genuine concerns has beenestablished. The Vigil Mechanism Policy has been uploaded on the website of the Companyhttp://www.rajaniextractions.com/Whistle%20Blower%20Policy.pdf
22. RISK MANAGEMENT POLICY
Risk management is embedded in your companys operating framework. Your companybelieves that managing risk helps in maximizing returns. The companys approach toaddressing business risk is comprehensive and includes periodic review of such risks and aframework for mitigating controls and reporting mechanism of such risks. The riskmanagement framework is reviewed periodically by the Board and the Audit Committee. Someof the risks that the company is exposed to are:
Commodity Price Risks
The Company is exposed to the risk of price fluctuation of raw material as well asfinished goods. The company proactively manages these risks through forward bookingInventory management and proactive vendor development practices. The Companysreputation for quality product differentiation and service coupled with existence ofpowerful brand image with robust marketing network mitigation the impact the impact ofprice risk on finished goods.
The company is exposed to risks attached to various statues and regulations includingthe company Act. The company is mitigating these risks through regular review of legalcompliances carried out through internal as well as external compliance audits.
Human Resources Risks
Retaining the existing talent pool and attracting new talent are major risks. Thecompany has initialed various measures including rolling out strategic talent managementsystem training and integration of learning and development activities.
Emerging businesses capital expenditure for capacity expansion etc. are normalstrategic risk faced by the company. However the company has well-defined processes andprocedures for obtaining approvals for investments in new business and capacity expansionetc.
23. EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT-9 as a part of this Annual Report as Annexure II.
24. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING
THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THEFINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THEREPORT
There is no Material changes occurred subsequent to the close of the financial year ofthe Company to which the balance sheet relates and the date of the report.
25. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS ANDCOMPANYS OPERATIONS IN FUTURE
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and companys operations in futureduring the year under review.
26. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL
CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has adequate of internal financial controls with reference to the FinancialStatements during the year under review.
Your Company has not accepted / renewed any deposits from the public during the yearunder review.
28. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 have been complied with.
29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH
There were no significant or material related party transactions that have taken placeduring the year which have any potential conflict with the interest of the company atlarge. The detailed related party information and transactions have been provided in Notesto Accounts of the Auditors Report for the financial year 2017-18.
30. CORPORATE GOVERNANCE CERTIFICATE
The paid up share capital and net worth is below the prescribed limit for mandatoryapplicability of Corporate Governance Report so the Company has decided not to opt for thetime being.
31. MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms part of this Annual Report for the yearended 31st March 2018.
32. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
33. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Particulars regarding Conservation of Energy Technology Absorption and ForeignExchange Earnings and Outgo pursuant to Section 134 of the Companies act 2013 read withthe Companies (Account) Rules 2014 are NIL.
34. CORPORATE SOCIAL RESPONSIBILITY (CSR): Not Applicable
35. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests in attraction retention and development of talent onan ongoing basis. A number of programs that provide focused people attention are currentlyunderway. Your Company thrust is on the promotion of talent internally through jobrotation and job enlargement.
36. DIRECTORS RESPONSIBILITY STATEMENT
The Directors Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) 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 at the end of the financial year and ofthe profit and loss of the company for that period;
(c) 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;
(d) The directors had prepared the annual accounts on a going concern basis; and
(e) The Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
37. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND
The Company does not have any funds lying as unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
38. LISTING WITH STOCK EXCHANGES
The Company confirms that it has not paid the Annual Listing Fees for the year2018-2019 to BSE where the Companys Shares are listed.
During the last three Years there were no penalties strictures imposed by either SEBIor stock Exchange or any statutory authority for Non- Compliance of any matter related tothe capital market.
40. MEANS OF COMMUNICATIONS:
The Quarterly Unaudited Financial Results and other presentation as to theCompanys Performance etc. are made available to the institutionalinvestors/Financial Analysts as and when felt expedient.
WHISTLE BLOWER POLICY:
Recently the Security & Exchange Board of India has also prescribed the adoptionby all listed companies of a Whistle Blower Policy as a non-mandatory requirement. Thecompany has adopted a Whistle Blower Policy which affords protection and confidentiallyto Whistle blowers.
The Audit Committee Chairman is authorized to receive Protected Disclosures under thisPolicy. The Audit Committee is also authorized to supervise the conduct of investigationsof any disclosures made whistle blowers in accordance with policy.
No personnel have been denied access to the Audit Committee. As of March 31 2018 noProtected Disclosures have been received under this policy.
In pursuance of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 The Vigil Mechanism/ Whistle Blower Policy has been uploaded on thewebsite of the Company at http://www.rajaniextractions.com/Whistle%20Blower%20Policy.pdf
41. GENERAL SHAREHOLDER INFORMATION:
a. Annual General Meeting: Date Time and venue: 19th September 2018 at11:00 A.M. at the Registered Office of the Company.
b. Financial Year: 1st April 2017 to 31st March 2018.
c. Financial Calendar: (Tentative Dates)
i. 1st quarterly results Last week of May 2018
ii. 2nd quarterly results Second week of August 2018.
iii. 3rd quarter results Second week of November 2018
iv. 4th quarter results First week of February 2019.
d. Date of Book Closure: 12th September 2018 to 19th September2018
e. Dividend Payment Date: N.A.
f. Listing of Equity Shares on Stock Exchanges:
The Company has not paid Annual Listing Fees to the Stock Exchanges where theCompanys shares are listed for the financial Year up to 31- 03-2018
g. Stock Code: BSE- 519303
h. Demat ISIN number: INE850O01011
i. High / Low of Monthly Market Price of the Companies Equity Shares traded on StockExchange during the financial year 2017-18:
The Company has no data to report in this segment.
j. Performance of the Companys shares in comparison with broad-based indices asSEs Sensex:
The Company has no data to report in this segment.
k. Registrar & Share Transfer Agent:
|Name ||: ||MCS Share Transfer Agent Limited |
|Address ||: ||Add: 1. 12/1/5 Manoharpukur Road Kolkata- 700026 |
| || ||Add: 2. 201 Shatdal Complex Opp. Bata Show |
| || ||Room Ashram Road Ahmedabad 380 009 |
|Tel ||: ||033-40724051/52 |
| || ||079-2658 2878 2879 2880 |
|Email ||: ||email@example.com |
| || ||firstname.lastname@example.org |
l. Share Transfer System: Valid Share transfer in physical form and complete in allrespects were approved and registered within the stipulated period
m. Distribution of Shareholding as on Dated 31.03.2018
|Share Holding of Nominal Value ||Share Holders ||Share Amount |
|Rs. Rs. ||No. ||% to total ||In Rs. ||% to total |
|Up to 5000 ||1135 ||81.77 ||1925000 ||4.64 |
|5001 to 10000 ||86 ||6.20 ||777000 ||1.87 |
|10001 to 20000 ||92 ||6.63 ||1515000 ||3.65 |
|20001 to 30000 ||4 ||0.29 ||110000 ||0.27 |
|30001 to 40000 ||5 ||0.36 ||187000 ||0.45 |
|40001 to 50000 ||4 ||0.29 ||187000 ||0.45 |
|50001 to 100000 ||5 ||0.36 ||375000 ||0.90 |
|100001 & above ||57 ||4.11 ||36424000 ||87.77 |
|Total ||1388 ||100.00 ||41500000 ||100.00 |
n. Shareholding pattern as on 31.03.2018
|Category ||No of Shares held ||% of Shareholding |
|a. Promoters and persons who may be deemed to be acting in concert including promoter/directors group Companies ||2200200 ||53.02 |
|b. Mutual Fund/Trust ||0 ||0 |
|c. Financial Institution/Banks || || |
|d. Bodies Corporate ||637100 ||15.35 |
|e. Indian public ||1312700 ||31.63 |
|TOTAL ||4150000 ||100 |
o. Dematerialization of shares: As on 31-03-2018 Demat shares accounted for 1583400Equity Shares (38.15%) of total equity.
p. Outstanding GDR / ADR / Warrants: Not Applicable
q. Address for communication:
Trombo Extractions Limited
18-C Tejpur Bridge A.B.Road Indore
Madhya Pradesh- 452001
Email Id: email@example.com
MCS Share Transfer Agent Limited
Add: 1. 12/1/5 Manoharpukur Road Kolkata-700026
Contact No.: 033-40724051/52
Add: 2. 201 Shatdal Complex Opp. Bata Show Room
Ashram Road Ahmedabad 380 009
Contact No.: 079-2658 2878 2879 2880
E-mail id: firstname.lastname@example.org
42. SECRETARIAL STANDARDS:
The Directors State that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto Meetings of the Board of Directors and General Meetingsrespectively have been duly followed by the Company.
The management is grateful to the government authorities Bankers Vendors farmers fortheir continued assistance and co-operation. The directors also wish to place on recordthe confidence of members in the company.
|Place: Indore ||By Order of the Board of Directors |
|Date: 10/08/2018 ||For Trombo Extractions Ltd |
|Sd/- ||Sd/- ||Sd/- |
|Jawahar Rajani ||Jagdish Rajani ||Munnalal Shivnarayan |
|Managing Director ||Director ||Director |
|DIN: 03208989 ||DIN: 03209076 ||DIN: 03209564 |
Compliance with the Code of Business Conduct and Ethics
As provided under Regulation 26(3) of the SEBI (Listing Obligations and DisclosureRequirement) Regulation 2015 all Board Members and Senior Management Personnel haveaffirmed compliance with TROMBO EXTRACTIONS LIMITED Code of Business Conduct and Ethicsfor the year ended March 31 2018.
|Place: Indore ||For Trombo Extractions Limited |
|Date: 10/08/2018 ||Sd/- |
| ||(Jawahar Rajani) |
| ||Managing Director |
| ||DIN: 03208989 |