Mar 31, 2015
The Directors have great pleasure in presenting 32nd Annual Report along with the Audited Balance Sheet and Profit And Loss Account, for the year ended March 31, 2015.
1. FINANCIAL RESULTS:
(Amount in Lac)
PARTICULARS 2014-15 2013-14
Revenue from operations 0 0
Other Income 50.39 13.21
Less: Operational & Other expenses 24.25 9.29
Profit/(Loss) before Depreciation 26.14 3.91
Less: Depreciation 0 0
Less: Finance Cost 0 0
Less: Exceptional Items 0 0
Profit/ (Loss) Before Taxation 26.14 3.91
Less: Provision for Tax 8.15 0.80
Less: Prior Year's Income Tax 0 0
Net Profit After Tax 17.99 3.21
2. STATE OF COMPANY'S AFFAIRS:
During the year under review the Company has earned net revenue of Rs. 50.39 lacs as compared to net revenue of Rs. 13.21 lacs in the previous year. Total expenses (including depreciation & amortization and finance costs) incurred during the year was at Rs. 26.14/- lacs as compared to Rs. 3.91 lacs in the previous year. The profit after tax was at Rs. 17.99 lacs as compared to Rs. 3.21 reported in the previous year.
3. BUSINESS OPERATIONS:
M/s. Alora Trading Co Ltd was into following business for the year ended March 31, 2015.
1. Business as Buyers, sellers, distributors, importers, exporters of goods, commodities, objects, etc.
2. Hire Purchase of motor vehicles and other automobiles and buying, selling, dealing in the allied activities
3. Buyers, sellers, distributors of agricultural produces, woods articles, industrial products, and device forest raw materials etc.
4. Business of Buying, selling, developing, granting, constructing, financing or otherwise hold jointly or alone residential as well as commercial flats, buildings, bungalows, plants, machinery, works, convenience, or any property in the form of immovable property.
5. Project financing or otherwise financing or mobilizing funds for various real estate or realty projects to various parties on interest who are engaged in various type of related business models.
4. TRANSFER TO RESERVES:
The credit balance of Profit and Loss account is transferred to reserves in Balance sheet.
Your Directors decided to plough back the profit and therefore dividend is not declared.
6. HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:
The Company did not have any Holding/ Subsidiary/ Associate Company during the period under review.
7. EXTRACT OF THE ANNUAL RETURN:
An extract of the Annual Return for the year ended March 31, 2015 as provided under sub-section (3) of Section 92 and prescribed under Rule 12 of Companies (Management & Administration) Rules, 2014 is attached as Annexure A and forms part of this report.
8. SHARE CAPITAL:
During the year under review, there was a change in the capital structure of the Company. The Board has allotted 1,22,02,500 (One Crore Twenty Two Lacs Two Thousand Five Hundred) Equity shares of Rs. 10/- (Rupees Ten Only) at par. Further, the Authorized Share Capital of the Company has been increased from Rs. 25,00,000/- (Rupees Twenty Five Lacs Only) divided into 2,50,000 (Two Lacs Fifty Thousand)Equity Shares of Rs. 10/- each (Rupees Ten Only) to Rs. 13,00,00,000/- (Rupees Thirteen Crores Only) divided into 1,30,00,000 (One Crore Thirty Lacs) Equity Shares of Rs. 10/- each (Rupees Ten Only).
9. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:
The particulars of contracts or arrangements with related parties referred to in Section 188(1), as prescribed in Form AOC - 2 of the rules prescribed under Chapter IX relating to Accounts of Companies under the Companies Act, 2013, is appended as Annexure B.
10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT- 2013:
The particulars of loans, guarantees and investments have been disclosed in the financial Statement.
11. MATERIAL EVENTS THAT HAVE OCCURRED AFTER THE BALANCE SHEET DATE:
The Company has filed an application with Bombay Stock Exchange for getting the entire share capital of the Company listed at the BSE for creating a trading platform for its shareholders.
12. IMPACTING ON GOING CONCERN STATUS AND COMPANY'S OPERATIONS:
There has been no significant and material orders passed by any regulators or courts or tribunals impacting the going concern status and company's operations in future.
13. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The Policy of the Company on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure I to this Report.
Mr. Navin Devji Rathod (DIN: 01873679) was appointed as an Additional Director on March 9, 2015. His appointment has to be confirmed by the shareholders at this Annual General Meeting. Further, Mr. Navin Devji Rathod has to be appointed as the Managing Director of the Company subject to the approval of shareholders at the ensuing Annual General Meeting.
Mr. Santosh Gangaram Mohite (DIN: 02953365) was appointed as an Additional Director on March 25, 2015. His appointment has to be confirmed by the shareholders at this Annual General Meeting.
Mr. Khimji Jethalal Chauhan resigned from the Board on December 3, 2014.
Mr. Karunakar Saw, Mr. Sanjay Das and Mr. Sushil Chand have resigned on March 4, 2015. The Board recorded its appreciation for the contribution made by Directors during their tenure of Directorship.
15. DIRECTORS' RESPONSIBILITY STATEMENT:
Directors' responsibility statement as required under Section 134(3) (c) of the Companies Act, 2013
The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards.
The Directors confirm that:
a. In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed;
b. The directors 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 the year ended on that date;
c. The directors have taken proper and sufficient care towards 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;
d. The directors have prepared the annual accounts on a going concern basis;
e. The directors have laid down internal financial controls, which are adequate and are operating effectively;
f. The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
16. BOARD INDEPENDENCE:
Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchanges and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Clause 49 of the Listing Agreement and Section 149(6) of the Companies Act,2013:-
Mr. Hiren Praful Padhiyar (w.e.f August 27, 2014)
Mr. Santosh Gangaram Mohite (w.e.f March 25, 2015)
Ms. Ms. Rohini Girish Sehgal (w.e.f September 30, 2014)
17. RISK MANAGEMENT:
The Board of the Company is in the process of forming a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee will be also responsible for reviewing the risk management plan and ensuring its effectiveness. As of now, 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. The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.
18. SHIFTING OF REGISTERED OFFICE OF THE COMPANY FROM ONE STATE TO ANOTHER:
During the year under review the Company by way of postal ballot has taken the approval of the shareholders of the Company for shifting the registered office of the Company from the state of the West Bengal to the state of Maharashtra under the jurisdiction of Registrar of Companies, Mumbai.
The Company has made and application to the Regional Directors Eastern Region and the same is under process. The management will update the status of the same to the public at large, once the approval is received.
19. NO. OF MEETINGS OF THE BOARD:
The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. The Board / Committee Meetings are pre-scheduled and a tentative annual calendar of the Board and Committee Meetings is circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the Board's approval is taken by passing resolutions through circulation, as permitted by law, which are confirmed in the subsequent Board meeting.
The Board met 13 (Thirteen) times during the financial year, the details of which are given in the Corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013.
20. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.
21. BOARD EVALUATION:
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.
None of the independent directors are due for re-appointment.
22. RETIREMENTS AND RESIGNATIONS:
Mr. Khimji Jethalal Chauhan have resigned from the directorship on December 3, 2014. Also, Mr. Karunakar Saw, Mr. Sanjay Das and Mr. Sushil Chand have resigned from the directorship of the Company on March 4, 2015 .The Board places on record their appreciation for the services rendered by them during their tenure with the Company.
23. COMMITTEES OF THE BOARD:
During the year, in accordance with the Companies Act, 2013, the Board re-constituted some of its Committees. There are currently three Committees of the Board, as follows:
1. Audit Committee
2. Stakeholders' Relationship Committee
3. Remuneration Commitee
Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.
M/s. Shripad Kulkarni & Company, Chartered Accountants, Mumbai (Firm Reg. No 12577W) has expressed their unwillingness to continue as the Statutory Auditors of the Company. The Board proposed to appoint M/s. Chaitik Salot & Associates, Chartered Accountants, Mumbai (Firm Reg. No 139912W). The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified from appointment.
The resolution for their appointment is put forward for your approval in the ensuing Annual General Meeting.
25. COMMENTS ON AUDITOR'S REPORT:
There are no qualifications, reservations or adverse remarks or disclaimers made by M/s Shripad Kulkarni & Company, Chartered Accountants, in their Audit Report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. All observations of Auditors are self explanatory and therefore do not call for any further comments by Directors in this report.
26. SECRETARIAL AUDITOR & SECRETARIAL AUDITORS' REPORT:
Mr. Amit R Dadheech & Associates, Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for financial year 2014-15 forms part of the Annual Report as ANNEXURE C to the Board's report.
27. INTERNAL FINANCIAL CONTROL:
The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, 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.
28. INTERNAL AUDITORS:
As per section 138 of the Companies Act, 2013. The Company has appointed M/s. J.L.Gandhi & Co., Chartered accountants (FRN No.: 102991W) as a internal auditors for the year to 2015-2016 to conduct the internal audit and to ensure adequacy of the Internal controls, adherence to Company's policies and ensure statutory and other compliance through, periodical checks and internal audit.
The Company has not accepted / renewed any deposits within the meaning of Chapter V of The Companies Act, 2013 during the year under review.
30. CORPORATE GOVERNANCE:
The Company is committed to maintaining the highest standards of Corporate Governance and adhering to the Corporate Governance requirements as set out by Securities and Exchange Board of India. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report. The Certificate from the statutory Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under Clause 49 is also published elsewhere in this Annual Report.
31. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT:
The Management's 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 annexed to this report.
32. WHISTLE BLOWER POLICY/VIGIL MECHANISM:
The Board of Directors of Alora Trading Co Ltd is committed to maintain the highest standard of honesty, openness and accountability and recognize that employees have important role to play in achieving the goal.
The Company's Vigil Mechanism Policy encourages Directors and employees to bring to the Company's attention, instances of unethical behavior and actual or suspected incidents of fraud or violation of the conduct that could adversely impact the Company's operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. It is the Company's Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Vigil Mechanism Policy is overseen by the Board of Directors and no employee has been denied access to the Committee. The Vigil Mechanism Policy is available on the Company's website www.aloratradingltd.com
33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars as prescribed under sub-section (m) of Section 134 of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 is not applicable to the Company, hence reporting under this section is not required.
34. PARTICULARS OF EMPLOYEES:
In accordance with the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and other particulars of employees are set out in the annexure to the Directors' Report. In terms of the provisions of Section 136(1) of the Companies Act, 2013, the Directors' Report is being sent to the shareholders without this annexure. Shareholders interested in obtaining a copy of the annexure may write to Ms. Nazia Khalil Sayyed, Compliance Officer at the Company's registered office.
Your directors express their appreciation for the sincere co-operation and assistance of Central and State Government authorities, bankers, suppliers, customers and business associates. Your directors also wish to place on record their deep sense of appreciation for the committed services by your company's employees. Your directors acknowledge with gratitude the encouragement and support extended by our valued shareholders.
By Order of the Board of Directors ALORA TRADING CO LTD
NAVIN DEVJI RATHOD Director DIN: 01873679
Place: Kolkata Date: August 14, 2015
Mar 31, 2012
The Directors have pleasure in presenting the Annual Report alongwith Audited Balance Sheet as at 31 March,2012 and the Profit & Loss Account for the accounting period ended on 31st March, 2012 together with the auditors' Report thereto.
6. FINANCIAL REVIEW
Your Company achieved total turnover of Rs 1120230.00 (Previous Year Rs 84000.00) and incurred net Profit of Rs 24276.60 (Previous Year Profit of Rs 71600.25/-). The Company has total reserve & surplus of Rs. (-) 900140.13 (Previous Year Rs (-) 924416.73).
In the absence of any profit, your director are not in a position to recommend dividend.
The Company has not accepted any deposits from public within the meaning of Section 58A of the Companies Act, 1956.
Shri PP Srivastava & Shri Sanjay Das retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Your Directors recommend passing of necessary resolution for his re-appointment.
M/s Salarpuria & Partners, Chartered Accountants, New Delhi the Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have certified that their appointment, if made, will be in accordance with the limits specified under Section 224 (1B) of the Act. Your Board of Directors recommends their re-appointment.
10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION ETC.
In terms of section 217(1) (e) of the Companies Act, 1956 (as Amended) and the Companies Disclosure of Particulars in the report of Board of Directors Rules, 1998.Company does not have any energy utilization or technology absorption.
11. DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA)OF THE COMPANIES ACT, 1956
Pursuant to Section 217 (2AA) of the Act, your Directors confirm as under:
1. That in the preparation of annual accounts for the year ended 31st March, 2009, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
2. That the Directors 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 under review and of the loss of the Company for that year;
3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and that the Directors have prepared the annual accounts on a going concern basis.
4. The significant accounting policies followed by the Company, and the required disclosures are detailed in the Schedules to the Accounts which are made on a going concern basis.
17. PARTICULARS OF EMPLOYEES
There being no employee, employed during the year or for the part of the year, drawing a salary in aggregate more than Rs. 24,00,000/- per annum or more than Rs. 2,00,000/- per month, if employed for the part of the year, the provision of section 217(2A) is not applicable and hence no such details are set out in the report.
18. SECRETARIAL COMPLIANCE CERTIFICATE :
In accordance with the provisions of Section 383A of the companies Act, 1956, the Company obtained a certificate from company Secretaries, certifying that the company has complied with all the provisions of the Companies Act, 1956, is given in annexure and forms part of this report.
Your Directors place on record their sincere appreciation and gratitude to the Company's valued clients, and shareholders for their continued support and confidence in the Company. Your
Directors also commend the sincere efforts put in by the employees at all levels for the growth of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
P.P SRIVASTAVA KARUNAKAR SAW
Date: 02.09.2012 Director Director Place: kolkata