Mar 31, 2018
To the Members,
ABans Enterprises Limited
1. The Directors have pleasure in presenting the Thirty-Second Annual Report of the Company and Audited Standalone Financial Statements for the financial year ended 31st March, 2018.
2. FINANCIAL RESULTS:
(Figures in Rs.)
Particulars |
31st March, 2018 |
31st March, 2017 |
Total Income |
69,72,37,248 |
62,82,90,004 |
Total Expenses |
69,48,70,985 |
62,68,60,040 |
(Loss) / Profit Before Tax |
23,66,263 |
14,29,964 |
Exceptional / Extraordinary Income / (Expense) |
- |
- |
(Loss) / Profit Before Tax |
23,66,263 |
14,29,964 |
Provision for Tax (Including Deferred Tax) |
6,25,785 |
3,29,836 |
(Loss) / Profit After Tax |
17,40,478 |
11,00,128 |
Other Comprehensive Income |
- |
- |
Total Comprehensive Income for the period |
17,40,478 |
11,00,128 |
Earnings Per Share |
||
Basic |
0.12 |
0.08 |
Diluted |
0.12 |
0.08 |
3. STATE OF COMPANYâS AFFAIRS: The Company has total income of Rs. 69,72,37,248/- as compared to Rs. 62,82,90,004/- in the previous year. The total comprehensive income of the Company in the current year is Rs. 17,40,478/- as compared to Rs. 11,00,128/- in the previous year.
4. EXTRACT OF ANNUAL RETURN: The website of the Company where Annual Return referred to in sub-section (3) of Section 92 has been placed is www.abansenterprises.com.
5. NUMBER OF BOARD MEETINGS: The details of Board Meetings held during the financial year 2017-18 are as follows:
Sr. No. |
Date of Board Meeting |
No. of Directors Attended the Board Meeting |
Names of Directors Attended the Board Meeting |
1. |
25th April, 2017 |
5 |
Mr. Abhishek Bansal Mrs. Shriyam Bansal Mr. Avinash Gaur Mr. Parantap Dave Mr. Prabhulal Tataria |
2. |
13th August, 2017 |
5 |
Mr. Abhishek Bansal Mrs. Shriyam Bansal Mr. Avinash Gaur Mr. Parantap Dave Mr. Prabhulal Tataria |
3. |
31st August, 2017 |
5 |
Mr. Abhishek Bansal Mrs. Shriyam Bansal Mr. Avinash Gaur Mr. Parantap Dave Mr. Prabhulal Tataria |
4. |
14th September, 2017 |
5 |
Mr. Abhishek Bansal Mrs. Shriyam Bansal Mr. Avinash Gaur Mr. Parantap Dave Mr. Prabhulal Tataria |
5. |
17th November, 2017 |
5 |
Mr. Abhishek Bansal Mrs. Shriyam Bansal Mr. Avinash Gaur Mr. Parantap Dave Mr. Prabhulal Tataria |
6. |
13th December, 2017 |
5 |
Mr. Abhishek Bansal Mrs. Shriyam Bansal Mr. Avinash Gaur Mr. Parantap Dave Mr. Prabhulal Tataria |
7. |
25th January, 2018 |
5 |
Mr. Abhishek Bansal Mrs. Shriyam Bansal Mr. Avinash Gaur Mr. Parantap Dave Mr. Prabhulal Tataria |
6. DIRECTORâS RESPONSIBILITY STATEMENT: The Directors confirm in pursuance of Section 134 (3) (c) of the Companies Act, 2013, that:
i. the Company has, in the preparation of the annual accounts for the year ended 31st March, 2018 followed the applicable accounting standards along with proper explanations relating to material departures, if any;
ii. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2018 and of the profit of the company for financial year ended 31st March, 2018;
iii. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
iv. the annual accounts have been prepared on a going concern basis;
v. they have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively; and
vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
7. DETAILS OF FRAUDS REPORTED BY THE STATUTORY AUDITOR: The Statutory Auditor of the Company M/s. Paresh Rakesh & Associates (FRN: 119728W) has reported that no fraud by the Company or on the Company by its officers or employees has been noticed or reported during the year.
8. DECLARATION BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT, 2013:
The Board has received declarations from the Independent Directors as per the requirement of Section 149(7) of the Companies Act, 2013 and the Board is satisfied that the Independent Directors meet the criteria of independence as mentioned in Section 149(6) of the Companies Act, 2013.
9. POLICY ON DIRECTORâS APPOINTMENT AND REMUNERATION: The Company being a listed Company has constituted Nomination and Remuneration Committee as per the provisions of Section 178(1) of Companies Act, 2013.
It has appropriate mix of executive, non-executive and independent directors. As on 31st March, 2018, the Company is having one executive director and four non-executive directors. Out of four of them, three are independent Directors and one woman non-executive director.
The policy of the Company on directorsâ appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website, at www.abansenterprises.com. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.
10. AUDITORâS REPORTS AND AUDITORS:
AUDITORâS REPORT:
- The Auditorsâ Report for financial year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark. The Auditorsâ Report is enclosed with the financial statements in this Annual Report.
- The Secretarial Auditorsâ Report for financial year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark. There is an observation raised by the Secretarial Auditor and the same is disclosed in the Secretarial Audit Report annexed to the Annual Report. The Secretarial Auditorsâ Report is enclosed to the Boardâs report in this Annual Report.
- As required by the SEBI Listing Regulations, 2015, the auditorsâ certificate on corporate governance is enclosed to the Boardâs report. The auditorsâ certificate for financial year ended 31st March, 2018 does not contain any qualification, reservation or adverse remark.
AUDITORS OF THE COMPANY:
Statutory Auditors:
The Company at its Twenty-Ninth Annual General Meeting of the Company held on 29th September, 2015, appointed M/s. Paresh Rakesh & Associates, Chartered Accountants (ICAI Firm Registration No.119728W), were appointed as Statutory Auditors of your Company for a term of five years i.e. from the conclusion of the Twenty-Ninth Annual General Meeting until the conclusion of Annual General Meeting of the Company to be held in the year 2020. In terms of first proviso of Section 139 of the Companies Act, 2013, the appointment of the Statutory Auditors of the Company shall be placed for ratification at every Annual General Meeting. Accordingly, the Board of Directors based on the recommendation of Audit Committee recommends the ratification of appointment of M/s. Paresh Rakesh & Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting until the conclusion of next Annual General Meeting. The Company has received a confirmation from M/s. Paresh Rakesh & Associates, Chartered Accountants that they are not disqualified to act as the Statutory Auditors and are eligible to hold the office as Auditors of the Company. The required resolution for ratification of appointment of the said Auditors is included in the Notice of Annual General Meeting for seeking approval of Members.
Secretarial Auditor:
As per the provisions of Section 204 of Companies Act, 2013 and rules made there under, the Board has appointed M/s. S.N. Ananthasubramanian & Co., Practicing Company Secretaries as Secretarial Auditor for the financial year 2018-19.
The Secretarial Auditor for the financial year 2017-18 was M/s. Hemanshu Kapadia & Associates, Practicing Company Secretaries.
11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013: The particulars of loans, guarantees or investments if any, under section 186 of the Companies Act, 2013 if any, form part of the financial statements.
12. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES: All the related party transactions entered into by the Company during the financial year ended 31st March, 2018 are at armâs length and in the ordinary course of business. Pursuant to Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a policy on materiality of related party transactions and on dealing with related party transactions.
All the Related Party Transactions, if any, are placed on a quarterly basis before the Audit Committee and the Board for their approval. Prior omnibus approval of the Audit Committee and the Board is obtained for the transactions which are of a foreseeable and repetitive nature.
Since all the related party transactions entered by the Company are at armâs length and in the ordinary course of business and there were no material contracts or arrangements or transactions entered into during the financial year ended 31st March, 2018 crossing the materiality threshold of 10% of the annual consolidated turnover of the Company
13. TRANSFER TO RESERVES: The Company has not transferred any amount to reserves.
14. DIVIDEND: In order to conserve the resources of the Company, your Directors do not recommend any dividend.
15. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT: There were no material changes and commitments affecting the financial position between the end of the financial year and date of the report.
16. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO, IN SUCH MANNER AS MAY BE PRESCRIBED:
A. Conservation of Energy:
The Company is not into manufacturing business. However, the company is taking adequate measures to conserve electricity in office premises.
The steps taken or impact on conservation of energy - Guidelines are in place for employees for switching off the appliances which are not in use to save electricity.
i. The steps taken by the company for utilizing alternate sources of energy - NIL (The Company has only office premises which consumes electricity);
ii. The capital investment on energy conservation equipmentâs - Investment is made on installing such equipmentâs which consume less electricity;
B. Technology absorption:
The Companyâs activities have just started and the Company will start implementing all the latest technology required for carrying the business.
i. The efforts made towards technology absorption - NIL
ii. The benefits derived like product improvement, cost reduction, product development or import substitution -NIL
iii. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year - NIL
- The details of technology imported - NIL
- The year of import - NIL
- Whether the technology been fully absorbed - NIL
- If not fully absorbed, areas where absorption has not taken place, and the reasons thereof - NIL
iv. The expenditure incurred on Research and Development - NIL
C. Foreign Exchange Earnings and Outgo : NIL
17. RISK MANAGEMENT POLICY: The Company has put in place a risk management framework. It enables to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated and managed and to ensure adequate systems for risk management. It helps the Company to assure business growth with financial stability.
18. CORPORATE SOCIAL RESPONSIBILITY:
The provisions of Section 135 of Companies Act, 2013 is not applicable to the Company for the financial year ended 31st March, 2018.
19. BOARD EVALUATION:
In line with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was conducted for all Board Members as well as the working of the Board and its Committees. This evaluation was led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance and effective functioning of the Board. The Board evaluation was conducted through questionnaire having qualitative parameters and feedback based on ratings. The outcome of the Board Evaluation for F.Y. 2017-18 was discussed by the Board and Nomination and Remuneration Committee at their meeting held on 21st May, 2018.
20. SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES:
The Company does not have any subsidiary, associate or joint venture company during the financial year ended 31st March, 2018.
21. CHANGE IN THE NATURE OF BUSINESS: There is no change in the nature of business during the financial year ended 31st March, 2018.
22. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL DURING THE YEAR:
The composition of the Board of Directors and Key Managerial Personnel for the financial year ended 31st March, 2018:
a. Mr. Abhishek Bansal - Chairman & Managing Director
b. Mrs. Shriyam Bansal - Non-Executive Director
c. Mr. Parantap Dave - Independent Director
d. Mr. Prabhulal Tataria - Independent Director
e. Mr. Avinash Gaur - Independent Director
f. Mr. Amitkumar Gupta - Chief Financial Officer
g. *Ms. Hetal Shah - Company Secretary
h. #Ms. Ruchi Trivedi - Company Secretary
The appointment of Mr. Avinash Gaur was regularized in the Annual General Meeting of the Company held on 29th September, 2017.
*Ms. Hetal Shah resigned from the post of Company Secretary of the Company w.e.f. 11th October, 2017.
#Ms. Ruchi Trivedi was appointed as Company Secretary of the Company w.e.f. 13th December, 2017.
23. NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR: The Company has no subsidiary, joint venture or associate company or have become or ceased to be during the financial year ended 31st March, 2018.
24. DEPOSITS: Your Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.
25. INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY: Your Company has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively. Your Company ensures orderly and efficient conduct of its business, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
26. RATIO OF REMUNERATION OF EACH DIRECTOR TO MEDIAN EMPLOYEES REMUNERATION: The details of remuneration in relation to median employeeâs forms part of the Annual Report.
27. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES COMPANIES AND JOINT VENTURES:
The same is not applicable to the Company as the Company do not have any Subsidiary, Associate or joint venture Company during the financial year ended 31st March, 2018.
28. SECRETARIAL AUDIT REPORT: The Secretarial Audit Report provided by the Secretarial Auditor M/s. Hemanshu Kapadia & Associates, Practicing Company Secretary is annexed to the Board Report.
29. DISCLOSURE ABOUT COST AUDIT: The provisions relating to Cost Audit is not applicable to the Company.
30. COMPLIANCE WITH THE SECRETARIAL STANDARDS: The Company complies with all the applicable Secretarial Standards.
31. VIGIL MECHANISM: The Company has established a mechanism for directors and employees to report concerns about unethical behavior, actual or suspected fraud, violation of our Code of Conduct and ethics. The Company has proper procedure to deal with the said matters and investigate into the same. It also provides safeguards against the victimization of employees who avail the mechanism and allows direct access to the chairperson of the Audit Committee in exceptional cases.
32. COMPOSITION OF COMMITTEES: As on 31st March, 2018, the Board has three committees: the audit committee, the nomination and remuneration committee and stakeholder relationship committee. All the committees comprised of members as required by the provisions of law.
A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report which forms part of the Annual Report.
33. DISCLOSURE ABOUT ESOP AND SWEAT EQUITY SHARE: The Company has not issued any ESOP or Sweat Equity shares during the financial year ended 31st March, 2018.
34. DETAILS OF DIRECTORS LIABLE TO RETIRE BY ROTATION: As per the provisions of the Companies Act, 2013, Mrs. Shriyam Bansal, Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and, being eligible, seeks reappointment. The Board recommends her re-appointment.
35. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATION IN FUTURE: There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations during the financial year ended 31st March, 2018.
36. LISTING ON STOCK EXCHANGES: The Companyâs shares are listed on BSE Limited and Metropolitan Stock Exchange of India Limited.
37. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS: When new independent directors inducted on the Board, they attend an orientation program. There was no new appointment during the financial year ended 31st March, 2018. Hence, no familiarization program was conducted during the financial year 2017-18. Further, at the time of appointment of independent director, the Company issues a formal letter of appointment and the same is available on the Companyâs website www.abansenterprises.com
38. BOARD POLICIES: All the policies that are required to be formulated as per various provisions applicable to the Company is adopted and formulated by the Board.
39. GOODS AND SERVICES TAX (GST) .: Your Company successfully transitioned to the new GST legislation with effect from 1st July, 2017. It has been a major transition for your Company from indirect tax compliance perspective, moving from the centralized compliance under an erstwhile service tax law to a statewide compliance under the GST law. A lot of thought work has undergone for final identification of applicable principles to determine taxability of the services with respect to the âplace of supplyâ and location of service provider and service recipient. Your Company was engaged with various stakeholders in the legislative authorities, industry associations among others in the process. The Company registered itself in the multiple States and is in compliance with the Statewide GST legislations in line with the provisions of the law. The Company has updated its systems and processes to ensure timely compliances of law in terms of submission of various monthly returns and payment of GST as per timelines in spite of concerns around readiness and systems speed issues of the GSTN website in the initial period.
The Company also engaged with the customers and vendors in a continuous communication to align interpretations as various provisions of the law were unfolded in order to ensure seamless transition to a new era. A lot of information with respect to the GSTN nos. of customers and vendors were also exchanged in the process to ensure uninterrupted business transactions.
40. CEO/CFO CERTIFICATION: In accordance with the Regulation 17 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 pertaining to corporate governance norms, Mr. Abhishek Bansal, Managing Director and Mr. Amitkumar Gupta, CFO have certified, inter-alia, on review of financial statements and establishing and maintaining internal controls for the financial reporting for the year ended 31st March, 2018. The said certificate forms an integral part of the Annual Report.
41. INTERNAL COMPLAINT COMMITTEE: Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
42. UDAY KOTAK COMMITTEE RECOMMENDATIONS: In June 2017, SEBI set up a committee under the chairmanship of Shri. Uday Kotak to advice on issues relating to corporate governance in India. In October 2017, the committee submitted a report containing its recommendations, which were considered by SEBI in its board meeting held in March 2018. On 9th May, 2018, SEBI notified SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 implementing majority of these recommendations effective from 1st April, 2019 or such other date as specified therein. The Company will take necessary steps to ensure compliance by the effective date.
43. ANY OTHER INFORMATION: The former name of the Company i.e. Matru-Smriti Traders Limited is deleted as the time period of two years from the date of name change is completed as required under Companies Act, 2013. Thus, all the letter heads and required papers is revised to the present name only i.e. ABans Enterprises Limited.
44. ACKNOWLEDGMENT: Your Directors take this opportunity to thank the shareholders, bankers, business associates, financial institutions for their constant support and encouragement to the Company. We place on record our appreciation of the contribution made by our employees at all levels and their hard work and commitment.
For and on behalf of the Board of Directors
Abhishek Bansal Shriyam Bansal
Managing Director Director
DIN: 01445730 DIN: 03481102
Place: Mumbai
Date: 24th August, 2018
Mar 31, 2015
Dear Members,
The directors have pleasure in presenting the 29th Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31st March, 2015.
FINANCIAL RESULTS
The Financial Results are stated as under (Rupees in Lacs)
PARTICULARS Year Ended Year Ended
31.03.2015 31.03.2014
Sales & Operating Income - -
Other Income 54.06 4.65
Total Expenditure 3.45 3.69
Gross Income/ (Loss) before Interest, 50.26 0.96
Depreciation and Taxation 9.12 0.19
Depreciation - -
Provision for Taxation - -
Net Profit/(Loss) 41.14 0.77
OPERATIONAL PERFORMANCE AND FUTURE OUTLOOK
The Company has incurred a profit of Rs. 41.14lac during the year as
compared to Rs. 0.77 lac in previous year.
DIVIDEND:
The Board of Directors does not recommend any Dividend for the year
under review.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES:
The Company does not have any subsidiaries, joint venture & associates
Company.
ACCEPTANCE OF FIXED DEPOSITS:
The Company has not accepted any Fixed Deposits from general public
within the purview of Section 73 of the Companies Act, 2013, during the
year under review.
LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY
There is no loan given, investment made, guarantee given or security
provided by the Company to any entity under Section 186 of the
Companies Act, 2013. Particulars of Investment made/loan given under
section 186 of the Companies Act, 2013 are provided in the financial
statement.
TRANSFER TO RESERVE
The Board of Director does not propose to transfer any amount to the
reserves.
DISCLOSURES UNDER SECTION 134(3)(I) OF THE COMPANIES ACT, 2013
No material changes and commitments which could affect the Company
financial position have occurred between the end of the financial year
of the Company and the date of this report, except as disclosed
elsewhere in this report.
DIRECTORS
Mr. Ashish Shah who was appointed as an additional director of the
Company was re- designated/appointed as the Managing Director of the
Company.
Mr. J. O. Parikh, Mr. Nandlal Chaturvedi and Mrs. Purvi Mahant were
appointed as Non Executive Additional Director on 29th April, 2015 and
thereafter they were appointed as Independent Directors in the
Extra-Ordinary General Meeting held on 29th May, 2015.
Mr. S. K. Pandey and Mr. Alok Bairagra, Non Executive Independent
Directors of the Company resigned on 29th April, 2015 from directorship
due to their personal reasons. The Directors place on record their
appreciation of the contribution made by Mr. S. K. Pandey and Mr. Alok
Bairagra to the progress of the Company during their tenure as
Director.
POLICIES
The following policies of the company are attached herewith and marked
as Annexure 1, Annexure 2A and Annexure 2B.
* Policy on appointment of Directors and Senior Management (Annexure 1)
* Policy on Remuneration to Directors' (Annexure 2A)
* Policy on Remuneration of Key Managerial Personnel and Employees
(Annexure 2B)
The Company is managed by well- qualified professionals. All directors
are suitably qualified, experienced and competent .The members of the
Board of Directors are persons with considerable experience and
expertise in Audit, Accounts, Finance, Administration and Marketing.
The Company is benefitted by the experience and skills of the Board of
Directors.
The Independent Directors have made disclosures to the Board confirming
that there are no material, financial and/or commercial transactions
between them and the company which could have potential conflict of
interest with the company at large.
DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT
None of the Directors are retiring by rotation as the composition of
the Board has changed subsequent to change in the control & management
of the Company.
FAMILIARIZATION OF INDEPENDENT DIRECTORS
The details of familiarization programme for Independent Directors have
been disclosed on website of the Company.
CODES OF CONDUCT
The Board of Directors of the Company has laid down two separate Codes
of Conduct - one for Directors and another for Senior Management and
Employees. It has also adopted Code for Independent Directors as per
Schedule IV of the Companies Act, 2013. All Board members including
Independent Directors and Senior Management Personnel have affirmed
compliance with the respective Codes of Conduct for the year under
review.
DIRECTORS' INTEREST IN THE COMPANY
The Company has not entered into any contracts with companies in which
some of the Directors of the Company are interested as director or
member.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, the Board of Directors has carried out an annual
performance evaluation of its own performance and that of the Directors
and Committees.
The Nomination and Remuneration Committee of the Company recommended
Evaluation Policy which was adopted by the Board of Directors. The
policy provides for evaluation of the Board, the Committees of the
Board and individual Directors, including the Chairman of the Board.
The Policy provides that evaluation of the performance of the Board as
a whole; Board Committees and Directors shall be carried out on an
annual basis. During the year, the first Evaluation cycle was completed
by the Company internally which included the Evaluation of the Board as
a whole, Board Committees and Directors. The exercise was led by the
Chairman of Nomination and Remuneration Committee alongwith an
Independent Director. The Evaluation process focused on various aspects
of the Board and Committees functioning such as composition of the
Board and Committees, experience, performance of duties and governance
issues etc. Separate exercise was carried out to evaluate the
performance of individual Directors on parameters such as attendance,
contribution, independent judgment and guidance and support provided to
the management.
The results of the Evaluation were shared with the Board, Chairman of
respective Committees and individual Directors.
COMPOSITION OF BOARD
As on the date of this report, the Board Strength consists of in all 4
directors. Out of them, 3 are Non- Executive Independent Directors, and
1 is Managing Director.
Further none of the Directors on the Board is a Member of more than 10
Committees or Chairman of more than 5 Committees across all the
Companies in which he is a Director. Also necessary disclosures
regarding Committee positions in other public Companies have been made
to the Company by the Directors at regular intervals.
NUMBER OF MEETINGS OF THE BOARD
The Board met 7 times during the financial year. The intervening gap
between any two meetings was within the period prescribed by the
Companies Act, 2013. All the Directors actively participated in the
meetings and contributed valuable inputs on the matters brought before
the Board of Directors from time to time.
DETAILS OF THE BOARD OF DIRECTORS AND EXTERNAL DIRECTORSHIPS
Particulars of the Board's Composition, Directors' Attendance at Board
Meetings and at the previous Annual General Meeting, number of other
Directorships and Board-Committee memberships held as on 31 March 2015,
are given below:
Sr. Name of the Director, Attendance Attendance
No. Designation and of Board at previous
Category Meetings AGM
1 Sarabjitsingh Reshamsingh Yes Yes
Saini (resigned on
12/2/2015)
2 S K Pandey(resigned on Yes Yes
29/4/2015)
3 Alok Bairagra(resigned on Yes Yes
29/4/2015)
4 Ashish A Shah (appointed - No
on 9/10/2014)
5 Nandlal V Chaturvedi - No
(appointed on 29/04/2015)
6 Purvi Mahant (appointed on - No
29/04/2015)
7 J. O. Parikh (appointed on - No
29/04/2015)
8 Mohini Patel (appointed on - No
30/05/2015)
Sr. Name of the Director, No. of Number of other Board
No. Designation and other Committee positions (*)
Category Director-
ships (*) As As
Chairman Member
1 Sarabjitsingh Reshamsingh Nil None None
Saini (resigned on
12/2/2015)
2 S K Pandey(resigned on Nil None None
29/4/2015)
3 Alok Bairagra(resigned on Nil None None
29/4/2015)
4 Ashish A Shah (appointed Nil Nil Nil
on 9/10/2014)
5 Nandlal V Chaturvedi Nil Nil Nil
(appointed on 29/04/2015)
6 Purvi Mahant (appointed on Nil Nil Nil
29/04/2015)
7 J. O. Parikh (appointed on Nil Nil Nil
29/04/2015)
8 Mohini Patel (appointed on Nil Nil Nil
30/05/2015)
Notes:
(*) includes directorships held in public limited Companies only.
Directorships held in Private Companies, Foreign Companies and
Companies registered under Section 25 of the Companies Act, 1956 are
excluded.
(*) includes only positions held in Audit Committee and Shareholders'/
Investor Grievance Committee of the Board of Directors
COMMITTEES OF THE BOARD
The Board has constituted following Committees of Directors:
* Audit Committee,
* Nomination & Remuneration Committee, and
* Stakeholder's Relationship Committee,
* Audit Committee
Terms of Reference:
The role and terms of reference of Audit Committee covers areas
mentioned as per the requirements of section 177 of the Companies Act,
2013, besides other terms as may be referred by the Board of Directors.
All the Members of Audit Committee are qualified and having insight to
interpret and understand financial statements. The brief terms of
reference of the Audit Committee is outlined as under:
1. To select and establish accounting policies.
2. To review the adequacy of the Internal Control System.
3. To review financial statements and Auditor Report thereon.
4. To review the adequacy of the Internal Audit function & reports,
reporting structure coverage and frequency of internal audit.
5. To review the findings of any internal investigations by the
internal auditors and report the matter to the Board of Directors.
6. To review the Company's financial and risk management policies.
7. To review and monitor Auditors independence and performance and
effectiveness of audit process.
8. To approve or any subsequent modification of transactions of the
Company with related parties.
9. To scrutinize inter-corporate loans & investments.
10. To do the valuation of undertakings or assets of the Company,
wherever it is necessary.
11. To evaluate internal financial controls & risk management systems.
12. To monitor the end use of funds rose through public offers, if any
& its related matters.
13. To recommend the Appointment, Remuneration & terms of Appointment
of Auditors of the Company.
Meetings of the Committee:
The Committee met Four times during the financial year 2014-15 on i.e.
29th May, 2014, 11th August 2014, 29th October, 2014 & 10th February,
2015.
Constitution of the Committee:
The Chairman of the Audit Committee is an Independent Director and is
financially literate and has accounting related financial management
expertise.
The Composition of the Committee, together with the details of the
attendance of each member as at 31st March, 2015 is given below:
Sr. Name of the Director Designation Meetings
No. Attended
1. Alok Bairagra Chairman 4
(resigned on 29/4/2015)
2. S.K.Pandey Member 4
(resigned on 29/4/2015)
3. Sarabjitsingh Member 4
Reshamsingh Saini
(resigned on 12/2/2015)
4. Ashish A Shah Member 0
(appointed on 9/10/2014)
Sr. Name of the Director Category
No.
1. Alok Bairagra Non- Executive Independent
(resigned on 29/4/2015) Director
2. S.K.Pandey Non- Executive Independent
(resigned on 29/4/2015) Director
3. Sarabjitsingh Executive Non-Independent
Reshamsingh Saini Director
(resigned on 12/2/2015)
4. Ashish A Shah Non- Executive Independent
(appointed on 9/10/2014) Director
Present members of the Committee are Mrs. Purvi Mahant as the Chairman
of the Committee and Mr. J. O. Parikh - Independent Director and Mr.
Ashish Shah - Executive Director.
* Stakeholders Relationship Committee
Terms of the Committee:
1. To scrutinize and approve registration of transfer of
shares/warrants issued or to be issued.
2. The Shareholders' and Investors' complaints on matters relating to
transfer of shares, non receipt of annual report, non-receipt of
dividends and matters related thereto.
3. To exercise all power conferred on the Board of Directors under
Articles of Association.
4. Attending to investors' queries and complaints regarding transfer,
dividend, annual reports, etc.
5. Attending to complaints of Investor routed by SEBI/Stock Exchanges/
RBI.
Details of Pending Investor Grievances and Compliance Officer:
There were no investor grievances pending for redressal as the end of
the financial year and all the queries from the stakeholders were
attended to promptly. Further there were no pending transfers for the
year under review.
Further the details of the Compliance Officer designated for handling
of the Investor grievances is provided as under:
Name : Pooja Dedhia
Address: B-207, Patel Shopping Centre, Chandavarkar Road, Borivali (W),
Mumbai - 400 092.
Email ID: matrusmritil [email protected]
Composition & Meeting
The Committee comprises of 2 Non-Executive Independent Directors,
namely Mr. S K Pandey (Chairman), Mr. Alok Bairagra & Mr. Sarabjitsingh
R Saini (Promoter-Director) as member of the committee. All the above
mentioned members have resigned as Directors of the Company, pursuant
to change in control & management of the Company. Present members of
the Committee are Mrs. Purvi Mahant as the Chairman of the Committee
and Mr. J. O. Parikh - Independent Director and Mr. Ashish Shah -
Executive Director.
* Nomination & Remuneration Committee:
Terms of the Committee
The Committee was renamed as Nomination & Remuneration Committee and
the terms of reference of the said committee has been revised in order
to align with the provisions of Companies Act, 2013.
No Stock option has been allotted to any of the Directors during the
financial year 2014-2015. The terms of reference of Committee broadly
includes identifying & selection of candidates for appointment as
Directors/Independent Director based on certain laid down criteria;
performing all such functions as are required to be performed by the
Committee with regard to such matters as specified under section 178 of
the Companies Act, 2013. It formulate the criteria for determining
qualifications, positive attributes and independence of a director and
recommend to the Board a policy relating to the remuneration for the
Directors, key managerial personnel and other employees. While
reviewing the Company's remuneration policies and deciding on the
remuneration, the Board and the Committee considers the performance of
the Company, the current trends in the industry, the qualifications of
the appointee, their experience, past performance, responsibilities
shouldered by them, the statutory provisions and other relevant
factors. .
The Committee also ensures that the level & composition of remuneration
is reasonable and sufficient to attract, retain and motivate directors
of the quality required to run the Company successfully. The Committee
also ensures that the relationship of remuneration to performance is
clear and meets appropriate performance benchmark. The Committee also
ensures that the remuneration to directors, key managerial personnel &
senior management involves a balance between fixed & incentive pay
reflecting short & long term performance objectives appropriate to the
working of the Company & its goals.
None of the Executive or Non-Executive Directors has been paid
remuneration during the year 2014- 2015.
Composition
The composition of the Remuneration Committee is Mr. S K Pandey
(Chairman), Mr. Alok Bairagra & Mr. Sarabjitsingh R Saini
(Promoter-Director) as member of the as member of the committee. All the
above mentioned members have resigned as Directors of the Company,
pursuant to change in control & management of the Company. Present
members of the Committee are Mrs. Purvi Mahant as the Chairman of the
Committee and Mr. J. O. Parikh - Independent Director and Mr. Nandlal
Chaturvedi - Independent Director.
During the financial year ended 31st March, 2015 no Remuneration
Committee meeting was held.
Disclosures:
* Materially significant Related Party Transactions:
* The details of transactions with the related parties are tabled
before the audit committee on a quarterly basis. The register of
contracts containing the transactions in which the Directors are
interested was placed regularly before the board. There were no
pecuniary transactions directly with the independent / Non-Executive
Directors, other than the payment of remuneration. The details of
transactions between the Company and the related parties are given
under Notes to the Financial Statement for the year ended 31st March,
2015.The Board has approved a policy for related party transactions
which has been uploaded on the Company website.
* The Company has followed the Accounting Standards issued by the
Institute of Chartered Accountants of India to the extent applicable.
* The Company has adopted the Code of Ethics and Business principles
for the members of Board and senior management personnel.
* The Company has adopted a 'Code of Conduct for Prevention of Insider
Trading ("the Code") in accordance with the requirements of Securities
and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 1992 and its subsequent amendment. The code expressly lays
down the guidelines and the procedure to be followed and disclosures to
be made, while dealing with shares of the Company and cautioning them
on the consequences of non-compliance thereof. Further, we affirm that
no personnel have been denied access to the Audit Committee. Employees
can report to the Management concerned regarding unethical behavior,
act or suspected fraud or violation of the Company's Code of Conduct
Policy.
* The Company has ensured that the person who is being appointed as an
Independent Director has the requisite qualifications and experience
which would be of use to the Company and which in the opinion of the
Company would enable him to contribute effectively to the Company in
his capacity as an Independent Director.
* The Company has complied with all requirements of regulatory
authorities. No penalties/strictures were imposed on the Company by
Stock Exchanges/SEBI or any other statutory authority on any matter
related to Capital market.
Declarations by Independent Director
Pursuant to the provisions of Sub-Section (7) of Section 149 of the
Companies Act, 2013, the Company has received individual declarations
from all the Independent Directors confirming that they fulfill the
criteria of independence as specified in Section 149(6) of the
Companies Act, 2013. As per Section 149 of the Companies Act, 2013,
Independent Directors shall hold office for a term up to five
consecutive years on the board of a company, but shall be eligible for
re-appointment for another term up to five years on passing of a
special resolution by the company and disclosure of such appointment in
Board's Report. Further Section 152 of the Act provides that the
Independent Directors shall not be liable to retire by rotation in the
Annual General Meeting ('AGM') of the Company.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the requirement clause (c) of sub-section (3) of Section
134 of the Companies Act, 2013, your Directors confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are 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 and loss
of the Company for that period;
(c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
(e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
were operating effectively, and
(f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on an arm's length basis and were in the ordinary
course of business. Further there are no material related party
transactions during the year under review with the Promoters, Directors
or Key Managerial Personnel. All Related Party Transactions are placed
before the Audit Committee as also the Board of Directors for approval.
The policy on Related Party Transactions as approved by the Board has
been uploaded on the Company's website. The form AOC-2 is annexed
herewith as Annexure 3.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of the Company and
its future operations.
AUDITORS
a. Statutory Auditor's
The Company's Auditors, M/s. H. K. Dedhia & Associates, Chartered
Accountants, Mumbai gave their resignation due to which there was
casual vacancy in the Company. The Board proposed that M/s. Paresh
Rakesh & Associates, Chartered Accountants, Mumbai, be appointed as the
Statutory Auditors of the Company to fill the casual vacancy and they
had also obtained the consent from them. Thereafter at the Extra
Ordinary General Meeting held on 29th May, 2015, M/s. Paresh Rakesh &
Associates were appointed as Statutory Auditors of the Company from
that Extra Ordinary General Meeting till the conclusion of this Annual
General Meeting. Hence these Auditors are retiring at the ensuing
Annual General Meeting but are eligible for reappointment. They have
confirmed their eligibility under Section 141 of the Companies Act,
2013 and the Rules framed thereunder for reappointment as Auditors of
the Company.
b. Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company has appointed Mr. S. K. Pandey,
Company Secretary in Practice to undertake the Secretarial Audit of the
Company.
AUDITORS AND SECRETARIAL AUDITORS REPORT
The auditors' report and secretarial auditors' report does not contain
any qualifications, reservations or adverse remarks.
Report of the secretarial auditor is given as an Annexure 4 which forms
part of this report.
MARKET SHARE PRICE DATA
There has been no trading at BSE Limited during the financial year
2014-15.
MEANS OF COMMUNICATION:
The Quarterly, Half-Yearly and Annual Financial Results of the Company
are forwarded to BSE Limited immediately upon its approval by the Board
of Directors and are simultaneously published in leading newspapers in
English and Marathi (regional language).
In accordance with the Listing Agreement requirements, data pertaining
to Shareholding Pattern, Quarterly Financial Results and Other Details
are forwarded to the Stock Exchange. During the year under review, no
presentation was made to the institutional investors or analysts.
SHARE TRANSFER SYSTEM:
Presently the Share Transfer documents received by the Company's
Registrar and Transfer Agents in physical form are processed, approved
and dispatched within a period of 5 to 15 days from the date of
receipt, provided the documents received are complete and the shares
under transfer are not under dispute.
For expeditious processing of share transfers, the Board of Directors
of the Company has authorized the Compliance Officer, to decide on
various issues like transfers/transmission of securities in physical
form, change in status of share holders and confirmation of
dematerialization.
SEBI COMPLAINTS REDRESS SYSTEM (SCORES)
SEBI vide circular dated 3rd June, 2011 introduced SCORES, i.e., SEBI
Complaints Redress System the system of processing of investors
complaints in a centralized web based complaints redress portal known
as 'SCORES'. The salient features of this system are: centralized
database of all Complaints, online upload Action Taken Reports (ATRs)
by concerned Companies and online viewing by investors of action taken
on the complaints and its current status.
The Company is registered with SEBI under the SCORES system.
ISIN NO.
The Company's Demat International Security Identification Number (ISIN)
for its equity shares in NSDL and CDSL is INE 365001010.
OUTSTANDING GDRS/ ADRS:
The Company has not issued any GDRs/ADRs.
RECONCILIATION OF SHARE CAPITAL AUDIT
A practicing Company Secretary carries out reconciliation of share
capital audit, on half-yearly basis to reconcile the total admitted
capital with NSDL & CDSL and total issued and listed capital. The audit
confirms that the total issued/paid up capital is in agreement with the
total number of shares in physical form and the total number of
dematerialized shares held with NSDL & CDSL.
NOMINATION
Individual Shareholders holding shares singly or jointly in physical
form can nominate a person in whose name the shares shall be
transferable in case of death of the registered
shareholder(s).Nomination facility in respect of shares held in
electronic form is also available with the depository participants as
per the bye-laws and business rules applicable to NSDL and CDSL.
Nomination form SH-13 ([Pursuant to section 72 of the Companies Act,
2013 and rule 19(1) of the Companies (Share Capital and Debentures)
Rules 2014] can be obtained from the Company's Registrar and Share
Transfer Agent. It is also available on Public domain.
CORPORATE GOVERNANCE
Clause 49 of the Listing Agreement with the Stock Exchanges regarding
Corporate Governance is not applicable to the Company, as its paid-up
capital & net worth is below the prescribed limit of SEBI, however the
Company has adopted all relevant sections, which are applicable to it
as per Companies Act, 2013.
DIRECTOR'S CERTIFICATE
A Certificate from the Director in respect of the Financial Statements
forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under clause 49 of the Listing Agreement with the Stock
Exchanges in India, is not applicable to the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The information relating to the conservation of energy, technology
absorption foreign exchange earnings and outgo under provisions of
134(3)(m) of the Companies Act, 2013 is not applicable to the Company,
considering the nature of its business activities. Further the Company
has not earned nor spends foreign exchange during the year under
review.
RISK MANAGEMENT
The Board of the Company has formed a risk management committee to
frame, implement and monitor the risk management plan for the Company.
The committee is responsible for reviewing the risk management plan and
ensuring its effectiveness. The audit committee has additional
oversight in the area of financial risks and controls. Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis.
PARTICULARS OF EMPLOYEES:
None of the employees of the Company is in receipt of remuneration
prescribed under Section 197 (12) of the Companies Act, 2013, read with
the Companies (Particulars of Employees) Rules, 1975. Thus furnishing
of particulars under the Companies (Particulars of Employees) Rules
1975 does not arise.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule
12(1) of the Companies (Management and Administration) Rules 2014, the
extract of annual return is annexed herewith and forming part of the
report. (Annexure - 5)
CORPORATE SOCIAL RESPONSIBILITY
The Section 135 of the Companies Act, 2013 regarding Corporate Social
Responsibility Committee is not applicable to the Company as the Net
Profit of the Company is below the threshold limit prescribed by the
Companies Act, 2013.
PRESENTATION OF FINANCIAL STATEMENTS
The financial statements of the Company for the year ended 31st March,
2015 have been disclosed as per Schedule III to the Companies Act,
2013.
STATUTORY DISCLOSURES
A copy of audited financial statements of the said Companies will be
made available to the members of the Company, seeking such information
at any point of time. A cash flow statement for the year 2014- 2015 is
attached to the Balance Sheet. Pursuant to the legislation 'Prevention,
Prohibition and Redressal of Sexual Harassment of Women at Workplace
Act, 2013' introduced by the Government of India, the Company has a
policy on Prevention of Sexual Harassment at workplace. There was no
case reported during the year under review under the said policy.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud and Risk Management
Policy to deal with instance of fraud and mismanagement, if any, in
staying true to our values of Strength, Performance and Passion and in
line with our vision of being one of the most respected companies in
India, the Company is committed to the high standards of Corporate
Governance and stakeholder responsibility.
The Company has a Fraud Risk and Management Policy to deal with
instances of fraud and mismanagement, if any. The FRM Policy ensures
that strict confidentiality is maintained whilst dealing with concerns
and also that no discrimination will be meted out to any person for a
genuinely raised concern.
A high level Committee has been constituted which looks into the
complaints raised. The Committee reports to the Audit Committee and the
Board.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires pre-
clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when the
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board of Directors and the designated employees have confirmed
compliance with the Code.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has put in place an adequate system of internal financial
controls with respect to the financial statement and commensurate with
its size and nature of business which helps in ensuring the orderly and
efficient conduct of business. No reportable material weakness in the
operation was observed.
M/s. V. P. Sharma & Co. - Chartered Accountants is the Internal Auditor
of the Company, appointed on 25th June, 2015.
CHANGE IN CAPITAL STRUCTURE OF THE COMPANY
The Company has allotted 12,00,000 Equity Shares of Rs. 10each at
Rs.110each to Mr. Abhishek Bansal on Preferential basis on 20th August,
2015 for which the Company has also obtained in principle approval for
issue of shares from BSE and approval from Shareholders through Postal
Ballot.
Mr. Abhishek Bansal has also entered with Share Purchase Agreement with
M/s. Shreeji Corporation Solutions and Trade Private Limited for
purchase of 1 lac equity shares.
The above transactions has triggered open offer for which Mr. Abhishek
Bansal has filed necessary documents with SEBI.
The Authorised and paid up Capital of the Company has been increased
from Rs.1cr to Rs.2cr and from 5437220 to 17437220 respectively.
LISTING FEES
Your company shares are listed on Bombay Stock Exchange Ltd., the
listing fees for the year 2015-2016 have been paid to the stock
exchange. The company has been complying with all the conditions
require to be complied with in the listing agreement.
ACKNOWLEDGEMENTS
The Directors place on record their appreciation for co-operation and
support extended by the Government, Banks, Shareholders, and Customers
for their continued support extended to the Company at all times. The
Directors further express their deep appreciation to all employees for
commendable teamwork, high degree of professionalism and enthusiastic
effort displayed by them during the year.
Place: Mumbai By Order of the Board
Date: August 28, 2015 For Matru-Smriti Traders Limited
Sd/- Sd/-
Ashish Shah J. O. Parikh
Managing Director Director
DIN:06701501 DIN:6875567
Mar 31, 2014
Dear Members,
The Directors are pleased to present their Annual Report on the
Business and operations of the Company together with the Audited
Statement of Accounts for the year ended 31st March, 2014.
FINANCIAL RESULTS
The financial performance of your Company for the year ended March 31,
2014 is summarized below:
(Rupees in Lacs)
Particulars 2013-2014 2012-2013
Sales - 27.04
Other Income 4.65 3.63
Total Income - 30.67
Total Expenses 3.69 35.77
Profit/(Loss)Before Tax 0.96 (5.10)
Tax Expenses 0.19 0.53
Net Profit After Tax 0.77 (5.63)
1. REVIEW OF OPERATIONS:
The company has incurred a profit of Rs. 0.77 Lac during the year as
compared to last year''s loss for an amount of Rs. 5.63 Lacs. The
Company has not done any activities during the year & is exploring
various business activities. The trading in the equity shares of the
Company was revoked by BSE Limited i.e. 25th June, 2013.
2. DIVIDEND:
Your directors do not recommend any dividend for the Financial Year
ended on 31st March, 2014.
3. DIRECTORS:
Mr. Reshamsingh Saini, director of the company resigned during the year
on account of ill- health. Mr. Jatinder Singh Patpatia, director of the
Company also resigned during the year as he was in-charge of Corporate
Membership of BSE Limited which has been surrendered during the year,
hence he has resigned. The Board of Directors of the Company places on
record their valuable contribution given to the Company during their
tenure.
During the year under review, Mr. S.K.Pandey and Mr. Alok Bairagra were
appointed as Non-Executive Independent Directors of the Company for the
terms of 5 Years, up to 31st March, 2019.
4. FIXED DEPOSITS:
During the Year under review, the Company has neither invited nor
accepted any fixed deposits from the public.
5. AUDITORS:
The Statutory Auditors, M/s. H. K. Dedhia & Co., Chartered Accountants,
Mumbai, had been appointed to hold office until the conclusion of the
ensuing Annual General Meeting; however he is also eligible for re-
appointment and his willingness for re-appointment have been intimated
to the Company well in advance. Further he has also confirmed that he
is not disqualified for re- appointment within the meaning of Section
141 of the Companies Act, 2013 and his appointment, if made would be
within the limits specified in Section 139 of the said Act.
Pursuant to the provisions of section 139 of the Companies Act, 2013
and the Rules made there under, the current auditors of the Company,
M/s. H. K. Dedhia & Co., Chartered Accountants, Mumbai, is eligible to
hold the office for a period of five years. The members are therefore
requested to appoint M/s. H. K. Dedhia & Co., Chartered Accountants as
auditors for five years from the conclusion of the this Annual General
Meeting till the conclusion of Annual general meeting of the Company to
be held in the Year 2019 (subject to ratification of their appointment
at every Annual general Meeting) and to fix their remuneration for the
year 2014-15.
6. AUDITORS REPORT:
The Auditors have not made any qualification to the financial
statement. Their reports on relevant notes on accounts are self
explanatory and do not call for any comments under section 217 (3) of
the companies Act, 1956.
7. CORPORATE GOVERNANCE:
Though the Clause 49 of the Listing Agreement is not applicable to the
Company, the company makes its best efforts to voluntarily ensure
proper Corporate Governance in the affairs of the company and its daily
functioning. The paid-up capital & reserve is below the threshold limit
of Rs. 3.00 Crore prescribed by SEBI/Stock Exchange for Corporate
Governance, hence the same is not applicable to the Company.
8. PARTICULARS OF EMPLOYEES:
Particulars of the employees of the Company pursuant to Section 217
(2A) of the Companies Act, 1956 is not given, as none of the employees
come under the purview of these provisions.
9. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF
DIRECTORS) RULES, 1988:
The details relating to Conservation of energy, Technology Absorption,
and Foreign Exchange Earning and Outflow required to be attached in
terms of section 217(1)(e) of the Companies Act, 1956 read with
Companies (Disclosure of Particulars in the report of board of
directors) Rules, 1988 are not given in view of the nature of
activities of the company. There are no Foreign Exchange earnings or
outgo during the year under review.
10. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed:
(i) That in the preparation of the accounts for the financial year
ended 31st March, 2014, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
(ii) That 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 and loss of the Company for the year under review;
(iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
(iv) That the Directors have prepared the accounts for the financial
year ended 31st March 2014 on a ''going concern'' basis.
11. SUBSIDIARY COMPANY:
The Company does not have any subsidiary Company.
12. INDEPENDENT DIRECTOR:
As per provisions of Section 149 of the Companies Act, 2013 independent
directors shall hold office for a term up to five consecutive years on
the board of a company, but shall be eligible for re-appointment for
another term up to five years on passing of a special resolution by the
company and disclosure of such appointment in Board''s Report. Further
Section 152 of the Act provides that the independent directors shall
not be liable to retire by rotation in the Annual General Meeting
(''AGM'') of the Company.
As per Revised Clause 49 of the Listing Agreement (applicable from
October 1, 2014), any person who has already served as independent
director for five years or more in a company as on October 1, 2014
shall be eligible for appointment, on completion of the present term,
for one more term of up to 5 (five) years only. Though Clause 49 of the
Listing Agreement is not applicable, but as a prudent & good Corporate
Governance, the Company proposes to pass the resolution in the ensuing
Annual General Meeting.
13. ACKNOWLEDGEMENTS:
Your Directors would like to express their sincere appreciation and
gratitude for the co-operation and assistance from its shareholders,
bankers, regulatory bodies and other business constituents during the
year under review.
Your Directors also wish to place on record their deep sense of
appreciation for the contribution and commitment displayed by the
employees.
By Order of the Board
For Matru-Smriti Traders Limited
SD/-
Place: Mumbai. S.K. Pandey
Date: August 28, 2014 Director
DIN - 00118217
Mar 31, 2013
To, The Shareholders, The directors have pleasure in presenting the 27th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2013. 1. SUMMARISED FINANCIAL RESULTS: Particulars 2012-2013 2011-2012 Total Income 3067433.00 977589.00 less: Total Expenditure 3577256.00 2646162.00 Profit/ (Loss) before Tax (509823.00) (1668573.00) Profit/(Loss) after Tax (509823.00) (1668573.00) Profit & Loss Account Balance c/f 3223964.00 3787441.00 2. REVIEW OF OPERATIONS: The company has incurred loss tor an amount of Rs. 509823/- during the year as compared to last year's loss for an amount of Rs. 1668573/-. The Company has surrendered Corporate Membership of BSE in December 2012 and has diversified into manpower recruitment activities. There has been marginal rise in the income during the fear. The Company has redeemed 300000 Redeemable Preference Shares of Rs. 10/- each during the year. 3. DIVIDEND: In view oi the loss incurred during the year under review, your directors do not recommend any dividend for the Financial Year ended on 31s1 March, 2013. 4. DIRECTORS: Mr. Reshamsingh Saini, director of the company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re - appointment During the year under review, Mr. Alok Bairagra and Mr. S. K. Pandey were appointed as an Additional Directors and holds office upto the date of this Annual General Meeting. Pursuant to notice received under section 257 of the Companies Act, 1956 his appointment as a Director is being considered at the ensuing Annual General Meeting. Mrs. Gurmitkaur Reshamsingh Saini has resigned from directorship of the company during the year. The Board places on record the good services rendered by her during her tenure as Director. 5. FIXED DEPOSITS: During the Year under review, the Company has neither invited nor accepted any fixed deposits from the public. 6. AUDITORS: M/s. H. K. Dedhiya & Co., Chartered Accountants, Mumbai, being appointed as Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting till tine conclusion of the next Annual General Meeting. M/s. II. K. Dedhiya & Co., Chartered Accountants have also expressed their willingness to act as Auditors of the Company, if appointed, and have further confirmed that the said appointment would be in conformity with the provisions of Section 224 (IB) of the Companies Act, 1956. 7. AUDITORS REPORT: The Auditors have not made any qualification to the financial statement Their reports on relevant notes on accounts are self explanatory and do not call for any comments under section 217 (3) of the companies Act, 1956. 8. CORPORATE GOVERNANCE: Though the Clause 49 of the Listing Agreement is not applicable to the Company, the company makes its best efforts to voluntarily ensure proper Corporate Governance in the affairs of the company and its daily functioning. 9, PARTICULARS OF EMPLOYEES: Particulars of the employees of the Company pursuant to Section 217 (2A) of the Companies Act, 1956 is not given, as none ol the employees come under the purview of these provisions. 10. COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988: The details relating to Conservation of energy, Technology Absorption, and Foreign Exchange Earning and Outflow required to be attached in terms of section 217(l)(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the report of board of directors) Rules, 1988 are not given in view of the nature of activities of the company, There is no Foreign Exchange earning or outgo during the vear under review, 11. DIRECTORS7 RESPONSIBILITY STATEMENT: Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956, with respect to Directors' Responsibility Statement, it is hereby confirmed: (i) That in the preparation of the accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures; (ii) That 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 oi the financial year and of the profit and loss of the Company for the year under review; (iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) That the Directors have prepared the accounts for the financial year ended 31st March 2013 on a 'going concern' basis. 12. SUBSIDIARY COMPANY: The Company does not have any subsidiary Company. 13. EVENTS AFTER THE END OF FINANCIAL YEAR: The promoter and their group holding as on 31st March, 2013 was 79.17% of the paid- up Capital of the Company. Under the SCRR, a listed company is required to have minimum public shareholding of 25% of the paid-up capital of the Company. Any Company having a lower public shareholding is required to increase the same to 25% by 3rU June, 2013. Clause 40A of the Listing Agreement, lists various methods in which a Company may increase its public shareholding in order to comply with the SCRR. Hence, Board of Directors have allotted on 8th May, 2013, 93722 fully paid-up equity shares of Rs. 10/- each as Bonus shares in the ratio of ONE Bonus shares for each ONE equity share held by public shareholders of the Company. The promoter group has agreed to forgo their Bonus entitlement. The shareholding pattern pre and post Bonus issue is as under: Pre-bonus Post-bonus No. of shares % No. of Shares % Promoter 356278 79.17% 356278 65.53% Public 93722 20.83% 187444 34.47% Total 450000 100% 543722 100% 14. ACKNOWLEDGEMENTS: Your Directors would like to express their sincere appreciation and gratitude for the co- operation and assistance from its shareholders, bankers, regulatory bodies and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the contribution and commitment displayed by the employees. 15. As per Clause 31(a) of the Listing Agreement Form A is applicable for the Company for the financial year ended 31st March, 2013. FOR AND ON BEHALF OF THE BOARD Place: Mumbai Director Director Dated: 29/05/2013
Mar 31, 2011
The Directors hereby present the 25th Annual Report along with
Statement of Accounts for the period ended 31st March, 2011.
1. Accounts and Financial Results
You will observe from the Statement of Accounts that during the period
the company has made net profit of Rs.16,040.32 after making provision
for taxation of Rs.0.00 and depreciation of Rs.69,954.79. Brought
forward profit of earlier years Rs.66,82,489.88 is added with current
year''s profit and the balance carried over to Balance Sheet amounts to
Rs.64,52,409.20.
2. Dividend :
During the year under review your Directors do not recommend any
dividend to the Shareholders.
3. Auditors :
M/s. H. K. Dedhia & Co. Chartered Accountants, present auditor retire
at the conclusion of the 25th Annual General Meeting but being eligible
oiYdib themselves for re-appointment.
4. Particulars of Employees :
The Company does not have any employee who is covered under section
217(2A) of the Companies Act. 1956 and hence no particulars are given.
5. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Additional information as required under the provisions of section
217(1) (e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of the Board of Directors)
Rule, 1988 in respect of conservation of energy, technology absorption,
foreign exchange earnings and outgo are not given as they are not
applicable to the company.
6. Directors'''' Responsibility Statement:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
(ii) that the directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
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 year.
(iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) that the directors have prepared the annual accounts on going
concern basis.
6. Acknowledgements :
Your Directors deeply acknowledge the trust and confidence reposed in
the Management by the Shareholders.
For and on behalf of
The Board of Directors
Place : Mumbai (Reshamsingh Pyarasingh)
Dated: 3rd September 2011 Chairman
Mar 31, 2010
The Directors hereby present the 24th Annual Report along with
Statement of Accounts for the period ended 31st March, 2010.
1. Accounts and Financial Results
You will observe from the Statement of Accounts that during the period
the company has made net profit of Rs.8,38,313.75 after making
provision for taxation of Rs.3,80,000.00 and depreciation of Rs.323.00.
Brought forward profit of earlier years Rs.58,63,621.13 is added with
current year''s profit and the balance carried over to Balance Sheet
amounts to Rs.66,82,489.88
2. Dividend :
During the year under review your Directors do not recommend any
dividend to the Shareholders.
3. Auditors :
M/s. H. K. Dedhia & Co. Chartered Accountants, present auditor retire
at the conclusion of the 24th Annual General Meeting but being eligible
offers themselves for re-appointment.
4. Particulars of Employees :
The Company does not have any employee who is covered under section
217(2A) of the Companies Act. 1956 and hence no particulars are given.
5. Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings and Outgo
Additional information as required under the provisions of section
217(1) (e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of the Board of Directors)
Rule, 1988 in respect of conservation of energy, technology absorption,
foreign exchange earnings and outgo are not given as they are not
applicable to the company.
6. Directors'' Responsibility Statement:
(i) that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures.
(ii) that the directors havj selected such accounting policies and
applied them consistently and mado judgements and estimates that are
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 year.
(iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities.
(iv) that the directors have prepared the annual accounts on going
concern basis.
6. Acknowledgements :
Yopr Directors deeply acknowledge the trust and confidence reposed in
the Management by the Shareholders.
For and on behalf of
The Board of Directors.
Place : Mumbai (Reshamsingh Pyarasingh)
Dated: August 4, 2010 Chairman