Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting their Thirtieth Annual
Report together with the Audited Accounts of the Company for the year
ended on 31st March, 2015.
1. FINANCIAL RESULTS: in Lakhs)
Year ended Year ended
Particulars 31st March, 31st March,
2015 2014
A Total Revenue 1,22,65.30 28,20.62
B Total Expenses 1,21,49.90 2,746.54
C Profit/(Loss) Before Tax 115.40 74.08
D Tax expense
- Current Tax 39.00 15.00
- Deferred Tax 0.06 0.00
E Profit/(Loss) after Tax 76.34 59.08
2. Financial Performance
During the year under review, the Company has earned Total Revenue of '
12,265.30 lakh in comparison to ' 2,820.62 lakh during the previous
year. The Company has earned net profit after tax of ' 76.34 lakh in
comparison of ' 59.08 lakh during the previous year. Your directors are
hopeful of better performance in the forthcoming year. There was no
change in the nature of the business of the Company during the year.
3. Dividend & Reserves
Your Directors abstain from declaring any dividend for the year and no
amount of profit earned during the year was transferred to General
Reserve.
4. Management Discussion & Analysis
Management Discussion & Analysis report is being given under Corporate
Governance Report. There are no material changes between the end of
the financial year and the date of the report which may affect the
financial position of the Company.
5. Listing With Stock Exchanges
At Present, the Equity shares of the Company are listed at Bombay Stock
Exchange Ltd.
6. Dematerialization of Shares
99.22% of the Company's paid up Equity Share Capital is in
dematerialized form as on 31st March, 2015 and balance 0.78% is in
physical form. The Company's Registrar and Transfer Agent is Purva
Sharegistry (India) Private Limited. having their registered office at
No.9, Shiv Shakti Industrial Estate, Ground Floor, J.R. Boricha Marg,
Opp. Kasturba Hospital, Lower Parel, Mumbai - 400 011.
7. Internal Financial Controls
The Company has in place adequate internal financial controls with
reference to financial statements. During the year, such controls were
tested and no reportable material weaknesses in the design or operation
were observed.
8. Finance & Accounts
The Company has not raised any finance by issue of any securities
during the year. The Company has adequate financial resources at its
disposal for carrying on its business. Details of transactions are
given in the Notes to the Financial Statements.
Your Company prepares its financial statements in compliance with the
requirements of Companies Act, 2013 and the Generally Accepted
Accounting Principles (GAAP) in India. The financial statements have
been prepared on historical cost basis. The estimates and judgments
relating to financial statements are made on prudent basis, so as to
reflect in a true and fair manner, the form and substance of
transactions and reasonably present the Company's state of affairs and
profit for the year ended 31st March, 2015.
9. Subsidiaries, Joint Ventures and Associates Companies
The Company does not have any Subsidiary/Joint Ventures/Associate
Companies.
10. Deposits
The Company has not accepted any deposits within the meaning of Section
73 of the Companies Act, 2013, read with the Companies (Acceptance of
Deposits) Rules, 2014
11. Extract of the Annual Return
The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as "Annexure A".
12. Statutory Auditors
(a) Comments and notes by auditors in the opinion of the management are
self-explanatory and do not require any further comments.
(b) M/s. Satya Prakash Natani & Co., Chartered Accountants, Mumbai,
retire at the ensuing Annual General Meeting and being eligible offer
themselves for reappointment.
13. Secretarial Auditors
In terms of Section 204 of the Act and Rules made there under, M/s.
Ramesh Chandra Bagdi & Associates, Practicing Company Secretary have
been appointed as Secretarial Auditor of the Company. The report of the
Secretarial Auditor is annexed as "Annexure B" to this report. The
report is self-explanatory and do not call for any further comments.
14. Particulars Regarding Conservation of Energy, Technology
Absorption
Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 requires disclosure of the particulars
regarding conservation of Energy and Technology absorption. The Company
is not having manufacturing facilities of its own; therefore
information required under this clause is not applicable to the
Company.
15. Foreign Exchange Earnings / Outgo
The Company has neither incurred any expenditure nor earned any income
in foreign exchange.
16. Corporate Social Responsibility (CSR)
The Company does not fall under the prescribed class of companies' u/s
135(2) of the Companies Act, 2013 read with Rule 8 of the Companies
(Corporate Social Responsibility) Rules, 2014. Hence CSR is not
applicable to the Company.
17. Human Resources
Your Company treats its "human resources" as one of its most important
assets. Your Company continuously invests in attraction, retention and
development of talent on an ongoing basis. A number of programs that
provide focused people attention are currently underway. Your Company
thrust is on the promotion of talent internally through job rotation
and job enlargement.
18. Directors and Key Managerial Personnel
i. Appointment of Directors retiring by rotation:
Mr. Kailash Bhageria, Director of the Company will retire by rotation
at the ensuing Annual General Meeting and being eligible offers himself
for reappointment.
ii. Declaration by Independent Directors:
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges.
19. Meetings of the Board
The Board of Directors duly met 8 times during the financial year, the
details of the same are being given in the Corporate Governance Report.
20. Vigil Mechanism
In order to ensure that activities of Company and its employees are
conducted in a fair and transparent manner by adoption of highest
standards of professionalism, honesty, integrity and ethical behavior
the Company has adopted a vigil mechanism policy.
21. Particulars of Loans, Guarantees or Investments
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
Notes to the Financial Statements.
22. Related Party Transactions
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis and that the provisions
of Section 188 of the Companies Act, 2013 are not attracted. Thus
disclosure in Form AOC 2 is not required. During the year, no material
related party transactions were entered into with related parties by
the Company. Details of transactions with related parties are given in
the Notes to the Financial Statements.
23. Risk Management:
The Company has adequate internal controls in place at various
functional levels and does not foresee any major risk such as
financial, credit, legal, regulatory and other risk keeping in view the
nature and size of its business.
24. Safety:
During the year under review, there were no cases filed pursuant to the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
25. Significant and Material Orders Passed by the Regulators or
Courts:
There are no significant and material orders passed by
Regulators/Courts that would impact the going concern status of the
Company and its future operations.
26. Material changes and commitments:
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statement relates on the date of this report.
27. Board Evaluation:-
The Board of Directors has carried out an annual evaluation of its own
performance, Board committees and individual directors pursuant to the
provisions of the Act and the corporate governance requirements as
prescribed by Securities and Exchange Board of India under Clause 49 of
the Listing Agreements.
The performance of the Board was evaluated by the Board after seeking
inputs from all the directors on the basis of the criteria such as the
Board composition and structure, effectiveness of Board processes,
information and functioning, etc.
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
meetings, etc.
The Board and the Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the criteria
such as the contribution of the individual director to the Board and
committee meetings like preparedness on the issues to be discussed,
meaningful and constructive contribution and inputs in meetings, etc.
In addition, the Chairman was also evaluated on the key aspects of his
role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the Board as a whole and
performance of the Chairman was evaluated, taking into account the
views of executive directors and non-executive directors. The same was
discussed in the Board meeting that followed the meeting of the
independent Directors, at which the performance of the Board, its
committees and individual directors was also discussed.
28. Audit Committee:
The Audit Committee was constituted on 14th March, 2013. The Audit
Committee is comprised of three Independent Directors. The composition
of the Audit Committee is as follows:-
Sr. Members
No.
1 Shri Vikash Jindal - Chairman
2 Shri Vimal Agrawal
3 Shri Ravikant Modi
All the recommendations made by the Audit Committee were accepted by
the Board.
29. Corporate Governance:
Corporate Governance is an ethically driven business process that is
committed to values aimed at enhancing an organization's brand and
reputation. This is ensured by taking ethical business decisions and
conducting business with a firm commitment to values, while meeting
stakeholders' expectations. It is imperative that our company affairs
are managed in fair and transparent manner. This is vital to gain and
retain the trust of our stakeholders.
We comply with the Securities and Exchange Board of India (SEBI)'s
guidelines on corporate governance. We have documented our internal
policies on corporate governance. Several aspects of the act such as
Whistle Blower Policy and Code of Conduct and Ethics, have been
incorporated into our policies. A report on a Corporate Governance as
required under clause 49 of the listing agreement with the Stock
Exchange is appended as annexure to this report.
30. Ratio of Remuneration:
The information required pursuant to Section 197(12) read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
respect of employees of the Company and Directors is furnished
hereunder:
Sr. Name Designation Remuneration
No. FY 2014-15
1. Kailash Bhageria Whole 6,00,000
Time Director
2. Pawan Kumar Whole 4,80,000
Choudhary Time Director
Sr. Name % increase from Ratio/Times
No. previous year per Median of
Employee
Remuneration
1. Kailash Bhageria N. A. 40
2. Pawan Kumar 21% 32
Choudhary
The particulars of the employees as required under Rule 5(2) and rule
5(3) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are not applicable to the Company as none of the
employees of the Company was in receipt of remuneration as prescribed
under the said Rules.
31. Share Capital
A) Buy Back of Securities
The Company has not bought back any of its securities during the year
under review.
B) Sweat Equity
The Company has not issued any Sweat Equity Shares during the year
under review.
C) Bonus Shares
No Bonus Shares were issued during the year under review.
D) Employees Stock Option Plan
The Company has not provided any stock option plan during the year
under review.
32. Directors Responsibility Statement:-
According to the provisions of section 134(3)(c) of the Companies Act,
2013, the directors confirm that:
a) in the preparation of annual accounts for the financial year ended
31st March, 2015, the applicable accounting standards read with
requirements set out under Schedule III to the Act, have been followed
and there are no material departures from the same;
b) the accounting policies as selected are consistently applied and
made judgements and estimates that are reasonable and prudent manner so
as to ensure true and fair view of the state of affairs of the Company
as at 31st March, 2015 and of the profit of the Company for the year
ended on that date.
c) adequate accounting records are maintained in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities.
d) financial statements have been drawn up on a going concern basis.
e) the Directors 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
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate and operating effectively.
33. Acknowledgment
Your directors take the opportunity to record their deep sense of
gratitude for the valuable support and cooperation extended to the
Company by its shareholders and bankers.
Registered Office: For and on behalf of the Board
413 V Star Plaza,
Chandavarkar Road, Kailash Bhageria
Borivali (West), DIN: 01798209
Mumbai - 400 092. Chairman
Dated: 30th May 2015
Mar 31, 2013
To, The Members of Maa Jagdambe Tradelinks Limited
Dear Shareholders,
The have pleasure in presenting the Annual Report together with the
Audited Statement of Account of your company for the year ended 31st
March 2013.
1. FINANCIAL RESULTS:
Year ended Year ended
Particulars 31st March, 2013 31st March, 2012
Rupees Rupees
Total Income / (Loss) From
Operation 1,24,56,381 14,33,18,678
Less: Expenses 1,24,36,033 14,40,37,000
Profit / (Loss) before Tax 20,348 (7,18,322)
Profit / (Loss) before Tax 20,348 (7,18,322)
Less: Provision for Taxation 36,966 0
Profit / (Loss) after Tax (16,618) (7,18,322)
2. OPERATIONS
During the year under review, the company has earned Profit before tax
of Rs. 20,348/- in comparison to loss of Rs. 7,18,322/- during the
previous year. The Company has incurred net loss of Rs. 16,618/- in
comparison to net loss of Rs. 7,18,322/- during the previous year. The
directors are hopeful that the Company will come out of red during the
forthcoming financial year.
3. DIVIDEND
In view of losses, your directors express their inability to declare
any dividend for the year.
4. MANAGEMENT DISCUSSION AND ANALYSIS (MD&A):
The global economic conditions remained subdued during the previous
year. There was volatile movement of prices in the market. However,
increased liquidity in the developed economies is impacting sentiments
and boosting consumption as well as investment. The situation is
improving and we are hoping for good investment environment in the
country. The company is trying to keep up with the pace of growth of
the Indian market. The company is building various earning platform for
the forthcoming year to come out with flying colors.
5. DEPOSITS
The company has not accepted any deposit from the public within the
meaning of Section 58A of Companies Act, 1956 and the rules made there
under during the year.
6. DIRECTORS
Mr. Vikas Jindal was appointed as an additional director pursuant to
the provisions of Section 260 of the Companies Act, 1956 with effect
from 14th March, 2013. In terms of section 260 of the Companies Act,
1956 he holds office upto the conclusion of ensuing Annual General
Meeting and being eligible offers himself for reappointment. The
Company has received a notice in writing pursuant to Section 257 of the
Companies Act, 1956, proposing his candidature for the office of a
Director.
Mr. Vimalkumar Agrawal was appointed as an additional director pursuant
to the provisions of Section 260 of the Companies Act, 1956 with effect
from 14th March, 2013. In terms of section 260 of the Companies Act,
1956 he holds office up to the conclusion of ensuing Annual General
Meeting and being eligible offers himself for reappointment. The
Company has received a notice in writing pursuant to Section 257 of the
Companies Act, 1956, proposing his candidature for the office of a
Director, liable to retire by rotation.
Mr. Ravikant Modi was appointed as an additional director pursuant to
the provisions of Section 260 of the Companies Act, 1956 with effect
from 14th March, 2013. In terms of section 260 of the Companies Act,
1956 he holds office up to the conclusion of ensuing Annual General
Meeting and being eligible offers himself for reappointment. The
Company has received a notice in writing pursuant to Section 257 of the
Companies Act, 1956, proposing his candidature for the office of a
Director, liable to retire by rotation.
In Accordance with Articles of Associations of the Company Mr. Hemant
Parasrampuria and Mr. Jaiprakash Joshi, Directors of the Company
retires by rotation at the forthcoming Annual General Meeting and being
eligible, offers themselves for re-appointment.
7. DIRECTOR RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 217 (2AA) of the Companies
Act, 1956, with respect to the Directors'' Responsibility Statement, it
is hereby confirmed that:
i) in the preparation of the annual accounts for the year ended March
31, 2013, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956 have been followed
and no material departures from the same;
ii) 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 state of affairs of
the Company as at March 31, 2013 and of the loss of the Company for the
year ended on that date;
iii) 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; and
iv) the Directors have prepared the annual accounts of the Company on a
''going concern'' basis.
8. AUDITORS:
Observations of the auditors are self-explanatory and do not require
further comments.
M/s. S. Chandulal & Co., Chartered Accountants, Mumbai has resigned
from the office of statutory auditors to carry out the statutory audit
of the Company for the F. Y. 2013-14. Your directors propose to appoint
M/s. More & More, Chartered Accountants, Mumbai as statutory auditors
of the Company in the forthcoming Annual General Meeting of the Company
by the members.
9. AUDIT COMMITTEE
The Company has constituted an Audit Committee of Directors as required
under section 292A of the Companies Act, 1956 and corporate governance
requirement of the listing agreement. Some of the terms of reference of
audit committee are to review the financial reporting process and to
examine accountancy, Taxation and disclosure aspect of significant
transactions.
10. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
Section 217(1)(e) read with the Companies (Disclosure of Particulars in
the Report of the Board of Directors) Rules, 1988, require disclosure
of the particulars regarding conservation of Energy and Technology
absorption. The Company not being a manufacturing Company, the same is
therefore not applicable to it.
11. FOREIGN EXCHANGE EARNINGS & OUTGO
The Company has neither incurred any expenditure nor earned any income
in foreign exchange.
12. CORPORATE GOVERNANCE
In terms of clause 49 of the Listing Agreement with the Stock Exchanges
a report on the corporate Governance is appended as annexure to this
report.
13. PARTICULARS OF EMPLOYEES
As there were no employees drawing remuneration more than the limit
prescribed under section 217(2A) of the Companies Act, 1956 read with
the Companies (Particulars of the employees) Rules 1975 , as amended
from time to time, statement under section 217(2A) is not annexed.
14. ACKNOWLEDGMENT
Your company and its Directors wish to take this opportunity to offers
their sincere thanks to various departments of the Central / State
Government, Financial Institutions, Banks and Investors for their
valuable support and assistance.
By order of the Board of Directors
MAA JAGDAMBE TRADELINKS LIMITED
HEMANT PARASRAMPURIA
DIRECTOR
Place: Mumbai
Date: 31-05-2013.
Mar 31, 2011
The Directors have pleasure in placing before you the Twenty Sixth
Annual Report of the Company along with the Audited Statement of accounts
for the year ended 31st March 2011.
FINANCIAL RESULTS (Rs.in Lacs)
PARTICULARS 2010-11 2009-10
Profit /(Loss) Before Tax (0.26) (01.12)
Less: Provision for Tax Nil Nil
Net Profit/(Loss) After Tax (0.26) (0.12)
Add/(Less): Balance brought
forward (1648.25) (1618.13)
Balance carried to Balance Sheet (1648.51) (1640.25)
DIVIDEND:-
In view of losses your directors recommend NIL dividend for the year
ended 31st March, 2011.
DIRECTORS:-
Shri Hemant Parasrampuria retires from the Board by rotation and being
eligible offer himself for reappointment.
PARTICULARS REGARDING EMPLOYEES:
The Company has not paid any salary & accordingly the provisions of
Companies (Particulars of Employees) Rules, 1975 as amended does not
apply.
PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:-
The particulars of Conservation of Energy do not apply to your
Company, your Company not being a manufacturing company. The Company
has not upgraded and absorbed any Technology and there is no foreign
exchange earnings or out go Mooring the year under review.
AUDITORS:-
(A) Appointment:
The retrying Auditors M/s. S Chandulal &Co, Chartered Accountants
have furnished the necessary Certificate u/s. 224(1B) of the companies
Act, 1956. The Board recommends their re-appointment.
(B) Reply to" Auditors 'Remarks:
1.With regards to the rejection of application RBI for registration to
carry on the business of NBFC and non compliances of the conditions set
out in the rejection letter by RBI the management would like to inform
that the company is in the process of discounting the business of NBFC.
2 Other Remarks or qualifications are self explanatory and does not
require any further clarifications or explanations.
COMPLIANCE CERTIFICATE:-
The compliance corticated issued by a company secretary in practice as
per the provisions of Section 383A(1) of the Companies A 1956 is
attached hereto *
DIRECTORS' RESPONSIBILITY STATEMENT:-
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
confirm; that in preparation of the Annual Accounts the applicable
accounting standards have been followed Appropriate accounting policies
have been seated and applied consistently, and have made judgment 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 2011 and
of the Loss of the Company for the financial year ended on that date.
Proper and judgment are has been taken 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 and the annual accounts
have been prepared on a going concern basis.
By the order of the
Board of Directors
PLACE: MUMBAI
DATED: 11.07.2011 DIRECTORS
Mar 31, 2010
The Directors have pleasure in placing before you the Twenty Fifth
Annual Report of the Company along with the Audited Statement of
Accounts for the year ended 31st March 2010.
FINANCIAL RESULTS (Rs. in lacs)
PARTICULARS 2009-10 2008-09
Profit/(Loss) Before Tax (0.12) (0.21)
Less: Provision for Tax NIL NIL
Net Profit / (Loss) After Tax (0.12) (0.21)
Add: Prior year tax adjustment NIL NIL
Add/(Less): Balance brought forward (1648.13) (1647.92)
Balance carried to Balance Sheet (1648.25) (1648.13)
DIVIDEND
Your Directors recommend NIL dividends for the year ended 31st March,
2010.
DIRECTORS
Shri Jay Prakash Joshi retires from the Board by rotation and being
eligible offer himself for reappointment
PARTICULARS REGARDING EMPLOYEES:
None of the employee of the Company was in receipt of remuneration
exceeding limits prescribed u/s 217 (2A) read with the Companies
(Particulars of Employees) Rules, 1975 as amended up-to-date.
PARTICULARS OP ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO:-
The particulars of Conservation of Energy do not apply to your Company,
your Company not being a manufacturing company. The Company has not
upgraded and absorbed any Technology and there was no foreign exchange
earnings or outgo during the year under review.
AUDITORS :-
(A) Appointment:
The retiring Auditors M/s. S Chandulal & Co., Chartered Accountants
have furnished the necessary certificate u/s. 224(1B) of the companies
Act, 1956. The Board recommends their re-appointment.
(B) Reply to Auditors' Remarks:
1. With regards to the rejection of application by RBI for registration
to carry on the business of NBFC and non compliances of the conditions
set out in the rejection letter by RBL the management would like to
inform that the company is in the process of discontinuing the business
of NBFC.
2. Other remarks or qualifications are self explanatory and does not
require any further clarifications or explanations.
COMPLIANCE CERTIFICATE
The Compliance Certificate issued by the Company Secretary in practice
as per the provisions of Section 383A(1) of the Companies Act 1956 is
attached hereto.
DIRECTORS' RESPONSIBILITY STATEMENT-.
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
confirm; that in preparation of the Annual Accounts, the applicable
accounting standards have been followed Appropriate accounting policies
have been selected and applied consistency, and have made judgement 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, 2010 and
the Loss for the period 1st April, 2009 to 31st March, 2010. Proper and
sufficient care has been taken 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 and the annual accounts
have been prepared on a going concern basis.
By the order of the
Board of Directors
PLACE: MUMBAI
DATED: 12.07.2010 DIRECTORS