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White Hall Commercial Company Ltd.

BSE: 512431 Sector: Financials
NSE: N.A. ISIN Code: INE416X01012
BSE 05:30 | 01 Jan White Hall Commercial Company Ltd
NSE 05:30 | 01 Jan White Hall Commercial Company Ltd

White Hall Commercial Company Ltd. (WHITEHALLCOMM) - Director Report

Company director report

To

The Members

WHITE HALL COMMERCIAL COMPANY LIMITED

Your Directors have pleasure in presenting the 31st Annual Report of theCompany together with the Audited Statement of Accounts for the year ended 31st March2017.

1. FINANCIAL STATEMENTS & RESULTS:

a. FINANCIAL RESULTS:

The Company's performance during the year ended 31st March 2017 as comparedto the previous financial year is summarized below:

(Amount in Rs.)

Particular For the financial year ended 31st March 2017 For the financial year ended 31st March 2016
Income 54790 153370
Less: Expenses 1561103 1573594
Profit/(Loss) before Exceptional & Extraordinary Items and Tax. (1506313) (1420224)
Exceptional Items (6286) (1500)
Profit/(Loss) before Extraordinary Items and Tax (1512599) (1421724)
Extraordinary Items - -
Profit/(Loss) before Tax (1512599) (1421724)
Less: Provision for tax
Current Tax - -
Deferred Tax (498017) (510121)
Profit after Tax (1014582) (911603)
APPROPRIATION
Interim Dividend - -
Final Dividend - -
Tax on distribution of dividend - -
Transfer of General Reserve - .
Balance carried to Balance sheet (2835800) (1821218)

b. OPERATIONS:

During the year under review your Company has not carried out any activities. Howeverthere was no change in nature and business activities of the Company during the year underreview.

c. REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES OR JOINT VENTURE COMPANIES:

During the year under review the Company did not have Subsidiary Associates or Jointventure Company.

d. DIVIDEND:

Considering the loss incurred in the current financial year your Directors have notrecommended any dividend for the financial year under review.

e. TRANSFER TO RESERVES:

In view of loss incurred during the year under review the Board of Directors has notrecommended transfer of any amount to reserves.

f. REVISION OF FINANCIAL STATEMENT:

There was no revision of the financial statements for the year under review.

g. DEPOSITS:

The Company has not accepted or renewed any amount falling within the purview ofprovisions of Section 73 of the Companies Act 2013 ("the Act") read with theCompanies (Acceptance of Deposit) Rules 2014 during the year under review. Hence therequirement for furnishing of details of deposits which are in compliance with the ChapterV of the Act is not required to be furnished.

h. DISCLOSURES UNDER SECTION 134(3)0) OF THE COMPANIES ACT. 2013:

Except as disclosed elsewhere in this report no material changes and commitments haveoccurred between the end of the financial year of the Company and date of this reportwhich could affect the Company's financial position.

i. DISCLOSURE OF INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Auditors of the Company for inefficiency orinadequacy of such controls.

j. DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impacton the going concern status and the Company's operations in future.

k. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES:

The Company has not entered into any transactions/contracts/arrangements entered by theCompany with related party/parties as defined under the provisions of Section 2(76) of theCompanies Act 2013 during the financial year under review.

l. PARTICULARS OF LOANS. GUARANTEES. INVESTMENTS AND SECURITIES UNDER SECTION 186 OFTHE COMPANIES ACT. 2013:

Full particulars of loans guarantees investments and securities provided during thefinancial year under review along with the purposes for which such loans guarantees andsecurities are proposed to be utilized by the recipients thereof has been furnished in Annexure- 1 which forms part of this report.

m. DISCLOSURE UNDER SECTION 43(a)(ii) OF THE COMPANIES ACT. 2013:

The Company has not issued any shares with differential rights and hence r.oinformation as per provisions of Section 43(a) (ii) of the Act read with Rule 4(4) of theCompanies (Share Capital and Debenture) Rules 2014 is furnished.

n. DISCLOSURE UNDER SECTION 54(l)(d) OF THE COMPANIES ACT. 2013:

The Company has not issued any sweat equity shares during the year under review andhence no information as per provisions of Section 54(1) (d) of the Act read with Rule8(13) of the Companies (Share Capital and Debenture) Rules 2014 is furnished.

o. DISCLOSURE UNDER SECTION 62(l)(b) OF THE COMPANIES ACT. 2013:

The Company has not issued any equity shares under Employees Stock Option Scheme duringthe year under review and hence no information as per provisions of Section 62(1) (b) cfthe Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014 isfurnished.

p. DISCLOSURE UNDER SECTION 67(3) OF THE COMPANIES ACT. 2013:

During the year under review there were no instances of non-exerdsing of voting rightsin respect of shares purchased directly by employees under a scheme pursuant to Section67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules2014 is furnished.

2. MATTERS RELATED TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) BOARD OF DIRECTORS & KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 161(4) of the Companies Act 2013 Mr. DeepakAmratlal Desai (DIN: 00216164) was appointed on 16lh January 2017 as adirector of the company to fill the casual vacancy caused due to death of Mr. YogeshKapdia on 14th January 9017.

Further pursuant to the provisions of Section 161 of the Companies Act 2013 and rulesmade there under Ms. Rashmi Deepak Desai (DIN: 07854787) was appointed as an AdditionalDirector of the Company.

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. DharmendraMehta (DIN: 03047265) will retire by rotation at the ensuing Annual General Meeting. Mr.Dharmendra Mehta being eligible has offered himself for re-appointment.

The Board of Directors recommends his approval.

None of the Directors of the Company has resigned as Director of the Company.

b. DECLARATIONS BY INDEPENDENT DIRECTORS:

The Company has received declarations form all the Independent Directors under Section149(6) of the Companies Act 2013 confirming their independence vis-a-vis the Company.

3. DISCLOSURES RELATED TO BOARD COMMITTEES AND POLICIES

a. BOARD MEETINGS:

The Board of Directors met 5 times during the financial year ended 31st March 2017 inaccordance with the provisions of the Companies Act 2013 snd rules made thereunder.

The Date on which the Board of Directors met during the financial year under review areas under;

1. 30/05/2016

2.14/08/2016

3. 28/10/2016

4 16/01/2017

5.14/02/2017

b. DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to the auditedfinancial statements of the Company for the year ended 31st March 2017 the Board ofDirectors hereby confirms that:

a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b. such accounting policies have been selected and applied consistently and theDirectors made judgments and estimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2017 and of the loss of the Company for that year;

c. proper and sufficient care was taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

d. the annual accounts of the Company have been prepared on a going concern basis;

e. internal financial controls have been laid down to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

f. proper systems have been devised to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

c. NOMINATION AND REMUNERATION COMMITTEE:

The Nomination and Remuneration Committee of Directors as constituted by the Board ofDirectors of the Company in accordance with the requirements of Section 178 of the Act.

The composition of the committee is as under:

1. Mr. Dharmendra Mehta Chairman

2. Mr. Yogesh Kapadia Director (ceased to be director on 14/01/2017)

3. Mr. Deepak Desai Director (appointed w.e.f. 16/01/2017)

4. Mr. Rohit Shah Director

The Board has in accordance with the provisions of sub-section (3) of Section 178 ofthe Companies Act 2013 formulated the policy setting out the criteria for determiningqualifications positive attributes independence of a Director and policy relating toremuneration for Directors Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment of the Directors includingcriteria for determining qualifications positive attributes independence etc are asunder:

I. Selection of Directors and Key Managerial Personnel:

In case of Executive Directors and Key Managerial Personnel the selection can be madein either of the ways given below:

a. by way of recruitment from outside;

b. from within the Company hierarchy; or

c. Upon recommendation by the Chairman or other Directors.

The appointment may be made either to fill up a vacancy caused by retirementresignation death or removal of an existing Executive Director or it may be a freshappointment.

In case of Non-Executive Directors the selection can be made in either of the waysgiven below:

a. By way of selection from the data bank of Independent Directors maintained by theGovernment.

b. Upon recommendation by Chairman or other Directors.

II. Qualifications. Experience and Positive Attributes Of Directors

a. While appointing a Director it shall always be ensured that the candidate possessesappropriate skills experience and knowledge in one or more fields of finance lawmanagement sales marketing administration research corporate governance technicaloperations or other disciplines related to the Company's business.

b. In case of appointment as an Executive Director the candidate must have therelevant technical or professional qualifications and experience as are considerednecessary based on the job description of the position. In case no specific qualificationor experience is prescribed or thought necessary for the position then while recommendingthe appointment the job description to the Committee shall be provided and along withjustifications that the qualifications experience and expertise of the recommendedcandidate are satisfactory for the relevant appointment.

c. The Board while making the appointment of a Director shall also try to assess fromthe information available and from the interaction with the candidate that he is a fairachiever in his chosen field and that he is a person with integrity diligence and openmind.

III. Independence of Directors:

While making appointment of directors following principles shall be observed by theBoard as far as practicable:

a. There shall be a proper mix of Executive and Non-Executive Directors and Independentand non-independent directors on the Board. The Company shall always be in compliance ofthe provisions of Section 149 of the Companies Act 2013 as amended from time to time inthis regard.

b. There shall be a workable mix of directors drawn from various disciplines liketechnical finance commercial legal etc.

c. While appointing a director to fill in a casual vacancy caused by death resignationetc. of a director an effort shall be made as far as possible to appoint such a personin his place who has the relevant experience in the fields or disciplines in which theoutgoing director had with relevant expertise as requisite to Business of the Company.

d. No preference on the basis of gender religion or cast shall be given whileconsidermg the appointment of directors.

While appointing independent directors the criteria for the independent directors aslaid down in Section 149 {6) of the Companies Act 2013 shall be followed.

d. AUDIT COMMITTEE:

The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the Companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section. The Audit Committee comprises of:

1. Mr. Dharmendra Mehta Chairman

2 Mr. Rohit Shah Director and

3. Mr. Yogesh Kapadia Director (ceased to be director on 14/01/2017)

4. Mr. Deepak Desai Director (appointed w.e.f. 16/01/2017)

The scope and terms of reference of the Audit Committee have been amended in accordancewith the Act.

During the year under review the Board of Directors of the Company had accepted allthe recommendations of the Audit Committee.

e. STAKEHOLDERS RELATIONSHIP COMMITTEE:

As per section 178(5) of the Companies Act 2013 your Company is rot required toconstitute Stakeholders Relationship Committee.

f. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company has pursuant to the provisions of Section 177(9)of the Companies Act 2013 read with Rule 7 of the Companies (Meetings of Board and itsPowers) Rules 2014 framed "Vigil Mechanism Policy" for Directors and employeesof the Company to provide a mechanism which ensures adequate safeguards to employees andDirectors from any victimization on raising of concerns of any violations of legal orregulatory requirements incorrect or misrepresentation of any financial statements andreports etc.

The employees of the Company have the right/option to report their concem/grievance tothe Chairman of the Audit Committee.

The Company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations.

g. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has designed Risk Management Policy andGuidelines to avoid events situations or circumstances which may lead to negativeconsequences on the Company's businesses and define a s:ructured approach to manageuncertainty and to make use of these in their decision making pertaining to all businessdivisions and corporate functions. Key business risks and their mitigation are consideredin the annual/strategic business plans and in periodic management reviews.

h. ANNUAL EVALUATION OF DIRECTORS. COMMITTEE AND BOARD:

Nomination and Remuneration Committee of the Board had prepared and sent through itsChairman feedback forms for evaluation of the Board Independent Directors and theChairman. The Independent Directors at their meeting considered and evaluated the Board'sperformance performance of the Chairman and other non-independent Directors. The Boardsubsequently evaluated performance of the Board the Committees and Independent Directors;without participation of the concerned Director.

As stipulated by the Code of Independent Directors under the Companies Act 2013 aseparate meeting of the Independent Directors of the Company was held to review theperformance of Non-independent Directors (including the Chairman) and the Board as whole.

Performance evaluation of Independent Directors was conducted by the Board ofDirectors excluding the Director being evaluated. The criteria for performance evaluationof Independent Directors laid down by the Nomination Remuneration and CompensationCommittee is as below:

• Ethics and values

• knowledge and proficiency

• diligence

• Behavioral traits and

• Efforts for personal development

Similarly performance evaluation of the Chairman and Non - Independent Directors wascarried out by the Independent Directors.

i. INTERNAL CONTROL SYSTEMS:

Adequate internal control systems commensurate with the nature of the Company'sbusiness and size and complexity of its operations arc in place have been operatingsatisfactorily. Internal control systems comprising of policies and procedures aredesigned to ensure reliability of financial reporting timely feedback on achievement ofoperational and strategic goals compliance with policies procedure applicable laws andregulations and that all assets and resources are acquired economically used efficientlyand adequately protected.

j. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT. 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES. 2014:

None of the Directors was in receipt of remuneration during the year under review.

4. AUDITORS AND REPORTS

The matters related to Auditors and then Reports are as under:

a. OBSERVATIONS OF STATUTORY AUDITORS ON ACCOUNTS FOR THE YEAR ENDED 31stMARCH 2017:

The observations made by the Statutory Auditors in their report for the financial yearended 31st March 2017 read with the explanatory notes therein areself-explanatory and therefore do not call for any further explanation or comments fromthe Board under Section 134(3) of the Companies Act 2013.

b. SECRETARIAL AUDIT REPORT FOR THE YEAR ENDED 31st MARCH. 2017:

As per the provisions of Section 204 read with Section 134(3) of the Companies Act2013 mandates the Company to obtain Secretarial Audit Report from Practicing CompanySecretary. Pratik M. Shah Company Secretaries have been appointed to issue SecretarialAudit Report for the financial year 2016-17.

Secretarial Audit Report issued by Pratik M. Shah Company Secretaries in Form MR-3 forthe financial year 2016-17 forms part to this report. Pursuant to the Section 134(3) ofthe Companies Act 2013 and with respect to the observation made by the SecretarialAuditors of the Company on the compliance of Laws/Acts the Board of Directors states asunder;

L Non appointment of Internal Auditor

Management Response: The Company is in process of taking necessary steps to comply withthe above mention observation raised in the Secretarial Audit Report.

c. FRAUD REPORTING:

During the year under review there were no instances of material or serious fraudfalling under Rule 13(1) of the Companies (Audit and Auditors) Rules 2013 by officers oremployees reported by the Statutory Auditors of the Company during the course of the auditconducted.

d. RATIFICATION OF APPOINTMENT OF AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the Companies(Audit and Auditors) Rules 2014 the shareholders of the Company have approved theappointment of M/s HMA & Associates. Chartered Accountants (Firm Registration No.100537W as the Statutory Auditors of the Company for a term of five years at the AnnualGeneral Meeting held on 30th September 2015 subject to ratification ofappointment by shareholders at every Annual General Meeting. The Company has received aconfirmation from the said Auditors that they are eligible to hold the office as Auditorsof the Company.

Necessary resolution for ratification of appointment of the said Auditors is includedin the Notice of AGM for seeking approval of members.

5. OTHER DISCLOSURES

Other disclosures as per provisions of Section 134 of the Act read with Companies(Accounts) Rules 2014 are furnished as under

a. EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) of the Companies Act 2013 Extract ofthe Annual Return for the financial year ended 31st March 2017 made under theprovisions of Section 92(3) of the Act is attached as Annexure II which forms partof this Report.

b. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:

The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy and technology absorption have not been furnished considering thenature of activities undertaken by the Company during the year under review.

During the year under review the Company has neither earned nor used any foreignexchange.

c. DISCLOSURE RELATED TO PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Directors further state that Pursuant to the provisions of Sexual Harassment ofWomen at Workplace {Prevention Prohibition and Redressal) Act 2013 no case pertainingto sexual harassment at workplace has been reported to Company during F.Y. 2016-17.

d. CORPORATE GOVERNANCE:

The Company has not paid any remuneration to it directors during the year under review.

e. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A detailed analysis of your Company's performance is discussed in the ManagementDiscussion and Analysis Report which forms part of this Annual Report.

6. ACKNOWLEDGEMENTS AND APPRECIATION:

Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company.

For and on behalf of the Board

DHARMENDRA MEHTA ROHIT SHAH
DIRECTOR WHOLE-TIME DIRECTOR
DIN: 03047265 DIN: 00217271
Date : August 29 2017
Place: Mumbai

Registered Office

Flat No.502 5th Floor

Sterling Heritage Plot No.388

Sankara Mattam Road

Matunga (C.R.) Mumbai - 400 019

CIN: L519G0MH1985PLC035669

Tel No.: 022-22020876

Fax No.: 022-22020359

Mail: whitehall@yahoo.com