| Dear Members,
The Directors here by present the 35th Annual Report together with the
Audited statements of Accounts for the financial year ended on 31st
March 2015.
FINANCIAL RESULTS:
[Amount in Rupees]
Particulars Financial Year Financial Year
2014-15 2013-14
Other Income (7827064) 1974811
Total Expenses (8950471) 938808
Profit (Loss) before Tax and
Extra Ordinary Items 1123407 1036003
Less:- Loss on sale of long
term investment 0 14182500
Tax expense 351289 314129
Net Profit (Loss) after
Tax & adjustments 772118 13460627
Earning per equity share: 0.05 (1.24)
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE
COMPANY'S AFFAIR:
The Company does not have any significant business activity and not
carried out any business during the year under review except dividend
income.
DIVIDEND:
Your Directors have not recommended any dividend for the financial year
under review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period
under review.
SHARE CAPITAL:
The issued, subscribed and paid up capital of the Company is Rs
200900000/- divided into 20090000 equity shares of Rs 10/- each. There
has been no change in the share capital of the Company during the year.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies & joint
ventures.
FIXED DEPOSIT:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of
the company have occurred between the end of financial year to which
the financial statements relate and the date of the Directors' Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS
IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS:
To the best of our knowledge, the company has not received any such
orders passed by the regulators, courts or tribunals during the year,
which may impact the going concern status or company's operations in
future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr. KETANBHAI SORATHIYA (DIN-01403554) who was appointed as an
Additional Director on 20.08.2015 be and hereby appointed as director
of the Company and liable to retire by rotation.
Mr. VIPUL SHANTILAL TRIVEDI (DIN-01531954) who was appointed on
28.08.2015 and Ms. DINABEN GANATRA (DIN- 07265796) who was appointed on
20.08.2015 as an additional directors and are hereby appointed as an
Independent Director of the Company for five consecutive years for a
term up to September 28, 2020. Mr. PRAJYOT YASHVANT JAMBEKAR, Mr. SUNIL
PRAKASH WAVHAL and Mr. TUSHAR AJIT RAWOOL were resigned as a Director
of the Company with effect from 20.08.2015, 28.08.2015 and 28.08.2015
respectively.
Since the Company does not have any significant business activities,
hence the Volume and Scope of work for the Company Secretary and Chief
Financial Officer are less and it is not a full time work and the job
of Company Secretary and Chief Financial Officer are not attractive
commensurate with the scope of work and salary.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent
Director under Section 149 (7) of the Companies Act, 2013, that they
meet the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013.
MEETINGS:
Minimum four pre-scheduled Board meetings are held annually. In case of
business exigencies or urgency of matters, resolutions are passed by
circulation. During the year Nine Board Meetings and four Audit
Committee Meetings were convened and held, the details of which are
given in the Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act,
2013 and Listing Agreement.
AUDIT COMMITTEE:
The terms of reference of the Audit Committee are in consonance with
the provisions of Section 177 of the Companies Act, 2013 and details
have been furnished in the Corporate Governance Report forming a part
of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee has been constituted as per the
provisions of Section 178(1) of the Companies Act, 2013 and details
have been furnished in the Corporate Governance Report forming a part
of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Board of Directors of the Company has re-named Share Holders
Grievance/ Share Transfer Committee as 'Stakeholders Relationship
Committee' in order to align it with the provisions of Section 178 of
the Companies Act, 2013 and details has been furnished in the Corporate
Governance Report forming a part of this Annual Report.
BOARD EVALUATION:
Pursuant to the provisions of the Schedule IV, clause VIII of the
Companies Act, 2013 the Board has carried out an evaluation of its own
performance, the directors individually as well as the evaluation of
the working of its Audit, Appointment & Remuneration Committees. The
performance evaluations of Independent Directors were also carried out
and the same was noted. Independent Directors in their meeting decided
to bring more transparency in their performance and bring more
responsibility while taking any policy decisions for the benefit of the
shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/
EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration.
Hence, the information required pursuant to Section 197 read with Rule
5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014
in respect of ratio of remuneration of each director to the median
remuneration of the employees of the Company for the Financial year is
not given.
AUDITORS AND AUDITORS' REPORT:
M/s. RISHI SEKHRI AND ASSOCIATES (Firm Reg. No. 128216W) Chartered
Accountants, Mumbai Statutory Auditors of the Company, hold office
until the conclusion of the ensuing Annual General Meeting and are
eligible for reappointment. The observations made by the Auditors' in
their Auditors' Report and the Notes on Accounts referred to in the
Auditors' Report are self-explanatory and do not call for any further
comments.
SECRETARIAL AUDIT AND SECRETARIAL AUDITORS' REPORT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the Company has appointed Ms. SHUBHAM AGARAWAL, Company
Secretaries in practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit report in the prescribed Form No MR-3 is
annexed herewith. QUALIFICATION IN SECRETARIAL AUDIT REPORT AND
EXPLANATIONS BY THE BOARD:
Sr. Qualifications made by Secretarial Explanations by the Board
No. Auditor
a) Acknowledgement for sending the The notice and agenda for
notices of the Meeting of the Board the Board and committee
and Committees are not maintained meeting are sent by the
by the company. email or hand delivery.
The company will ensure
to maintain to the
acknowledgements for
sending the notice of the
meeting of the board and
the committee.
b) Updating of website with regard The company will take
to various policies is pending necessary steps to update
website with regard to
various policies which
are pending.
c) The company has not complied The company will take
with certain clauses of Listing necessary steps to
Agreement as regards publication comply with the same.
of Notice of Board Meeting, Notice
of AGM, quarterly results.
d) As per section 203(1)(i),(ii) & Since the Company does
(iii), the Company is required not have any significant
to appoint Company Secretary & business activities,
Chief Financial Officer. hence the Volume and
The Company has not appointed Scope of work for the
Company Secretary & Chief Company Secretary and
Financial Officer. Chief Financial Officer
are less and it is not a
full time work and the
job of Company Secretary
and Chief Financial
Officer are not
attractive commensurate
with the scope of work
and salary.
e) As per section 138 of the The size of operation of
Companies Act, 2013, the the Company is very
Company is required to small, it is not viable
appoint Internal Auditor. Auditor but the Company
The Company has not appointed has established the
The Company has not appointed internal control system.
Internal Auditor.
f) The company has not maintained The company will take
the attendance register for necessary steps to
Board and committee meeting maintain the attendance
register for board and
committee meetings.
g) Statutory Registrar as per The company will take
companies Act 2013 is yet necessary steps to update
to be updated. Statutory Register as per
companies Act 2013.
h) Certain event based E Forms The company will ensure
have not been filed by the to file all relevant
company in time which were required documents in time with
to be filed with ROC during the ROC and other authorities
audit period. as when required.
i) As per the provisions of Section The Company is in process
149(1) of the Companies Act, for appointing of Women
2013 and revised clause 49 of Director and
the listing agreement, the Company once suitable and if any
required to have at least one Wome willing candidate agrees
Director on its Board. The Company ] to join the Company.
has not appointed Women Director.
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no
systems set up for Internal Controls.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return as prescribed under Section 92(3) of the
Companies Act, 2013 ('the Act') and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, in the prescribed Form No.
MGT 9 forming part of this report is annexed herewith.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to
the shareholders and it includes discussion on matters as required
under the provisions of Clause 49 of the listing agreement forming part
of this report is annexed herewith.
CORPORATE GOVERNANCE REPORT:
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement on Corporate Governance. Pursuant to Clause 49 of
the Listing Agreement with the Stock Exchanges, Report on Corporate
Governance along with the Auditors' Certificate on its compliance is
annexed separately to this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social
Responsibility initiative under the provisions of Section 135 of the
Companies Act, 2013, read with Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014, as the said provisions are not
applicable.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is not required to be given as there
were no employees coming within the purview of this section.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 134(3)(m) of the Companies Act, 2013
read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not
applicable to Company, as our Company has not carried out in the
manufacturing activities. The foreign exchange earnings on account of
the operation of the Company during the year were Rs. Nil.
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 have been followed along with proper explanation by way of
notes to accounts relating to material departures;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
e) Directors have prepared the accounts on a "going concern basis".
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
Since there are no women employees in the Company hence no comments
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER
DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION)
RULES, 2014:
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of
Companies (Appointment & Remuneration) Rules, 2014, every Listed
Company mandates to disclose in the Board's Report the ratio of the
remuneration of each director to the permanent employee's remuneration.
However, since there is no permanent employee in the Company, no
disclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities,
hence the Business Risk is at the Minimal Level. Hence, no major risk
factors are envisaged except for Government Policies and Human Resource
Risk
VIGIL MECHANISM:
As the Company does not have any significant business activity, there
was no need to have a Vigil Mechanism Policy. ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on Behalf of the Board
For, MALABAR TRADING COMPANY LIMITED
PLACE: MUMBAI
DATE: 01.09.2015 Sd/-
(KETANBHAI SORATHIYA)
CHAIRMAN
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