G.D TRADING AND AGENCIES LIMITED
Your Directors have pleasure in presenting their Thirty Ninth Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2019.
|Particulars ||For the year ended 31st March 2019 ||For the year ended 31st March 2018 |
|Net Profit/ (Net Loss) Before Providing for Depreciation and Tax ||(178017) ||(454889) |
|Less: Depreciation ||- ||-- |
|Profit after Providing for Depreciation and before tax ||(178017) ||(454889) |
|Exceptional Items ||(77208332) ||- |
|Add / (Less) Provision for: ||- ||-- |
|A) Deferred Tax || || |
|B) Income Tax || || |
|Profit/(Loss) after Taxation ||(77386349) ||(454889) |
|Add: Balance brought forward from previous year ||- ||- |
|Add: Excess Provision for Tax for Earlier ||NIL ||NIL |
|Balance Carried to Balance Sheet ||(80949405) ||(3563055) |
The Company has generated an Income of Rs1.99 lakhs for the Financial Year 2018-2019whereas the income in previous year 2017-2018 was NIL.
The Company has incurred Loss for the current Financial Year of Rs.1.78 Lakhs beforeExceptional Items and Rs.773.86 Lakhs after Exceptional Items due to recognition ofimpairment in the value of the investment in Shree Vindhya Paper Mills Limited as requiredunder Ind-AS 109 Accounting Standard as compared to loss for the year 2017-2018 of Rs.4.55Lacs.
In view of accumulated losses your Directors do not recommend any Dividend for theFinancial Year ended on 31st March 2019.
Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.
DETAILS OF SUBSIDIARY TOINT VENTURE OR ASSOCIATE COMPANIES:
The Company does not have any Subsidiary Joint Venture or Associate Company as per theprovisions of Companies Act 2013.
The Authorized Share Capital of the Company is Rs. 7500000 (Rupees Seventy Five LakhsOnly) divided into Equity share capital of Rs. 2500000 (Rupees Twenty Five lakhs only)and 11% Preference share capital of Rs. 5000000 (Rupees Fifty Lakhs Only).
The paid up capital of the Company is Rs. 60 00000 (Rupees Sixty lakhs only)including 1 00000 Equity shares of Rs. 10/- each aggregating to Rs. 10 00000 (RupeesTen Lakhs) and 11% 50000 Preference share of Rs. 100/- each aggregating to Rs. 5000000 (Rupees Fifty Lakhs).
During the year there was no change in Share capital of the Company.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There are no Material changes occurred subsequent to the close of the financial year ofthe Company to which the balance sheet relates and the date by or of this report likesettlement of tax liabilities operation of patent rights depression in market value ofinvestments institution of cases against the company sale or purchase of capital assetsor destruction of any assets etc.
VOLUNTARY CANCELLATION OF RBI REGISTRATION CERTIFICATE FOR NBFC LICENCE:
As mentioned last year the Company had applied to the Reserve Bank of India forcancellation of NBFC Registration. The Company received Order dated August 6 2018cancelling Certificate of Registration as NBFC.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
There are no significant and material orders passed by the Regulators/ Courts whichwould impact the going concern status of the Company and its future operations.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has given loans or guarantees as specified in Note to accounts of theFinancial Statements as covered under the provisions of section 186 of the Companies Act2013.
The details of the investments made by company are given in the note no. 2 to thefinancial statements which is annexed to this Annual Report.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Manual. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board &to the Chairman.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and recommendations alongwith corrective actions thereon are presented to the Audit Committee of the Board.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:
The information required under the provisions of Companies Act 2013 and Rules madethere under relating to the technology absorption and Research & Development are notapplicable to the Company since the Company is not engaged in any manufacturing activity.But the Company has taken necessary steps to conserve energy wherever possible.
FOREIGN EXCHANGE EARNINGS AND OUT-GO:
During the Financial Year 2018-2019 under review there were no Foreign ExchangeEarnings or Outflows.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
As the Company does not fall under the Class of Companies as prescribed under Section135 of Companies Act 2013 and Rules made thereunder therefore the provisions related toCorporate Social Responsibility is not applicable to the Company.
Therefore Company is not liable to contribute towards Corporate Social Responsibility.
During the year under review your company enjoyed cordial relationship with employeesat all levels.
A) Changes in Directors and Key Managerial Personnel:
Mrs. Kavita Pawar vacated her from Office from Directorship of the Company w.e.f. 14thFebruary 2019.
Mr. Shekhar Somani Director of the Company vacated his office from Directorship w.e.f.04th April 2019.
II. Retirement by Rotation:
Pursuant to the provisions of the Companies Act 2013 and Articles of Association ofthe Company Mr. Bharat Somani (DIN: 00286793) Director of the Company retires byrotation at this Annual General Meeting and being eligible to offer himself forre-appointment.
Ms. Shilpa Parab (DIN: 08338221) has been appointed as an Additional Director of theCompany w.e.f. 14th February 2019 on the Board of Director during the Year2018-19.
Mr. Bharat Somani (DIN: 00286793) was appointed as an Additional Director of theCompany on 04th April 2019.
B) Declaration by an Independent Director(s) and Re- appointment:
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of Independence as prescribed under Section 149(6)of the Companies Act 2013.
An independent director shall hold office for a term up to five consecutive years onthe Board of a Company but shall be eligible for reappointment for next five years onpassing of a special resolution by the Company and disclosure of such appointment in theBoard's report.
C) Formal Annual Evaluation:
In terms of the provisions of the Act the Board has carried out annual performanceevaluation of its own performance the Directors individually as well as the evaluation ofthe working of its Audit Committee Nomination & Remuneration Committee (NRC).
D) Remuneration Policy:
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(3) (c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
I. In the preparation of the accounts for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
II. The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the Company for the year under review;
iii The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provision of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
iv The Directors had laid down internal financial controls to be followed by Companyand that such internal financial controls are adequate and were operating effectively.
V. The Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems were adequate and operating effectively.
MEETINGS OF THE BOARD:
The Board of Directors met 06 (Six) times during the Financial Year 2018-19 on thebelow I mentioned dates:
|Sr. No. ||Date of Board Meeting |
|1. ||29.05.2018 |
|2. ||14.08.2018 |
|3. ||15.09.2018 |
|4. ||14.11.2018 |
|5. ||16.01.2019 |
|6. ||14.02.2019 |
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto shall be disclosedin the Form AOC - 2 Annexed herewith as "Annexure B" to this Report.
M/s. A. Biyani & Co. Chartered Accountants (FRN. 140489W) were appointed asstatutory auditor of the Company at the Annual General Meeting held on 29 September 2018for the term of 5 years till the conclusion of Annual General Meeting to be held in year2023.
MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Management Discussion & Analysis Report on the operations of the Company asrequired under SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015with the Stock Exchange is provided as separate section and forms a part of this AnnualReport.
EXTRACT OF THE ANNUAL RETURN:
The Extract of Annual Return is attached to this Report as per Section 134 of CompaniesAct 2013 as MGT-9 Annexed herewith as "Annexure A" to this Report.
CORPORATE GOVERNANCE REPORT:
The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirements set out by SEBI. The Company has alsoimplemented several best Corporate Governance Practices as prevalent globally.
The Report on Corporate Governance as stipulated under Regulation 27 of SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 is not applicable to the Companyas it not covered under the prescribed limit as specified under the Regulation.
The Company has a qualified and independent Audit Committee which has been formed inpursuance of Regulation 18 of the SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 and Section 177 of the Companies Act 2013.
The Primary objective of the committee is to monitor and provide effective supervisionof the management's financial reporting process to ensure accurate and timely disclosureswith the highest level of transparency integrity and quality of financial reporting.
Terms of Reference:
1. Approving and implementing the audit procedures and techniques.
2. Reviewing audit reports of both statutory and internal auditors with auditors andmanagement.
3. Reviewing financial reporting systems internal control systems and controlprocedures.
4. Ensuring compliance with regulatory guidelines.
5. The recommendation for appointment remuneration and terms of appointment ofauditors of the company;
6. Review and monitor the auditor's independence and performance and effectiveness ofaudit process;
7. Examination of the financial statement and the auditors' report thereon;
8. Approval or any subsequent modification of transactions of the company with relatedparties;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the company wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Monitoring the end use of funds raised through public offers and related matters.
13. Establishment and monitoring of the Vigil Mechanism/Whistle Blower Policy.
Any other duties/terms of reference for the Audit Committee which areincidental/necessary for the fulfillment of the above mentioned terms of reference wouldbe deemed to be under the purview of the Audit Committee.
Details of the composition and attendance of Members of the Audit Committeeduring the year 2018-19 are as follows:
Four Audit Committee Meetings were held during the year as follows:
29.05.2018 14.08.2018 14.11.2018 14.02.2019.
|Name of Director ||Designation ||Category || |
No. of Meetings
| || || ||Held ||Attended |
|1. Mr. Sanjay Somani ||Chairman ||Non- Executive Director /Independent ||4 ||4 |
|2. Mr. Vinod Mimani ||Member ||Non Executive Director /Independent ||4 ||1 |
|3. Mr. Shekhar Somani (Upto 04.04.2019) ||Member ||Executive /Non- Independent ||4 ||4 |
|4. Mr. Bharat Somani (w.e.f. 04.04.2019) ||Member ||Executive/ Non Independent ||4 ||0 |
NOMINATION AND REMUNERATION COMMITTEE:
The purpose of this committee of the Board of Directors ('the Board') shall be todischarge the Board's responsibilities related to nomination and remuneration of theCompany's Executive /Non-Executive Directors.
The Committee has the overall responsibility of approving and evaluating the nominationand remuneration plans policies and programs for executive /non-executive directors.
The broad terms of reference of the Nomination and Remuneration Committee are as under:
1) The Committee shall identify persons who are qualified to become directors and whomay be appointed in senior management in accordance with the criteria laid down recommendto the Board their appointment and removal and shall carry out evaluation of everydirectors performance.
2) The Committee shall formulate the criteria for determining qualification positiveattributes and independence of a director and recommend to the Board policy relating tothe remuneration for the directors key managerial personnel and other employees.
3) Devise a policy on Board Diversity.
4) Formulate criteria for evaluation of Independent Directors and the Board.
Two Nomination and Remuneration Committee meetings were held during the year on14.08.2018 14.11.2018 and 14.02.2019.
Composition of Nomination and Remuneration Committee is as under:
|Name of Director ||Executive/ Non-Executive ||Member/ Chairman |
|Mr. Sanjay Somani ||Non- Executive ||Chairman |
|Mr. Vinod Mimani ||Non- Executive ||Member |
|Mrs. Kavita Pawar ||Non-Executive ||Member |
STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Committee has the mandate to review and redress shareholder grievances includingcomplaints related to non-receipt of securities/share certificates non-receipt of balancesheet non-receipt of declared dividends etc.
The committee reviews shareholders complaints and resolution thereof. The Committeeexpresses satisfaction with the Company's performance in dealing with investor grievancesand its share transfer system.
Four Stakeholders Relationship Committee meetings were held during the year on29.05.2018 14.08.2018 14.11.2018 14.02.2019.
Composition of Stakeholders Relationship Committee is as under:
|Name of Director ||Executive/ Non-Executive ||Member/ Chairman |
|Mr. Vinod Mimani ||Non- Executive ||Chairman |
|Mr. Sanjay Somani ||Non- Executive ||Member |
|Mr. Shekhar Somani ||Executive ||Member |
|Mr. Bharat Somani ||Executive ||Member |
A) The Disclosure pursuant to Rule 5 (1) of the Companies (Appointment of ManagerialPersonnel) 2014 is as follows:
|Sr. No. Name of the Director ||Amount of remuneration to Directors ||Percentage increase in the remuneration ||Ratio of remuneration of each Director/ to median remuneration of employees |
|1 Mr. Shekhar Nandkumar Somani (Upto 04.04.2019) || || || |
|2 Mr. Sanjay Somani || || || |
|3 Mr. Vinod Mimani ||NIL || || |
|4 Mrs. Kavita Sandeep Pawar (Upto 14.02.2019) || || || |
The Independent Directors do not receive any remuneration or sitting fees.
2. There was no remuneration paid to Key managerial Personnel or Director.
B) None of the employee of the Company was in receipt of the remuneration (throughoutthe financial year or part thereof) as per Rule 5(2) of the Companies (Appointment ofManagerial Personnel) 2014.
C) The Company does not have any Holding or Subsidiary Company and none of theDirectors of the Company are the Managing Director or Whole Time Director in the AssociateCompany.
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:
The Company has a vigil mechanism named Whistle Blower Policy to deal with instance offraud and mismanagement if any. In staying true to our values of Strength Performanceand Passion and in line with our vision of being one of the most respected companies inIndia the Company is committed to the high standards of Corporate Governance andstakeholder responsibility. The Company has a Whistle Blower Policy to deal with instancesof fraud and mismanagement if any. The Whistle Blower Policy ensures that strictconfidentiality is maintained whilst dealing with concerns and also that no discriminationwill be meted out to any person for a genuinely raised concern. A high level Committee hasbeen constituted which looks into the complaints raised. The Committee reports to theAudit Committee and the Board.
BUSINESS RISK MANAGEMENT:
The Company believes that risk should be managed and monitored on a continuous basis.As a result the Company has designed a dynamic risk management framework to allowmanaging risks effectively and efficiently enabling both short term and long termstrategic and business objectives to be met.
The provision of section 204 read with section 134(3) of the companies Act 2013 andThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. TheCompany has appointed M/s SG & Associates Practicing Company Secretary as theSecretarial Auditor of the Company for the year 2018-2019.
The Secretarial Audit report is annexed herewith as "Annexure C".
Secretarial Audit Observations-
i) The Company has not appointed Internal Auditor of the Company pursuant to Section138 of Companies Act 2013.
ii) The Company has appointed Company Secretary for the year under review and resignedon 27th May 2019 and till date the Company has not appointed Company Secretaryof the Company.
iii) Mrs. Kavita Pawar and Mr. Shekhar Somani have resigned pursuant to statutoryrequirements under the Companies Act 2013 and Rules made thereunder.
iv) The Share Holding of Promoter and Promoter Group is not held in dematerialized formas on date and the Company has taken effective actions in the matter with the promotersand promoter's groups as well as other shareholders through RTA.
v) The Company has not appointed Managing Director/ Whole Time Director/ CEO pursuantto Section 203 of Companies Act 2013 and Rules made thereunder as required by the Companyduring the year and Mr. Shekhar Somani was appointed as CEO of the Company on 14thAugust 2019.
vi) The Company has not filed its Form INC-22A i.e. Active Form on MCA portal and thestatus of the Company is "Active Non Complaint" and the status of its Directoris "Director of Active Non-Complaint Company".
Director's clarification on the Observations to Secretarial Audit Report:
i) The company is under the process for appointment of Internal Auditor of the Company.
ii) The Company Secretary of the Company resigned on 27th May 2019 and thenthe company is in search of suitable candidature for the post of Company Secretary.
iii) The Company has filed DIR-12 for Vacation of office of Mrs. Kavita Pawar and Mr.Shekhar Somani from Directorship of the Company.
iv) The Company is under the process of getting its Shares dematerialized as per theSEBI notification.
v) The Company shall appoint Company Secretary and then the Company shall file ActiveForm i.e. INC-22A for the Company.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Company believes in "Zero Tolerance" against briberycorruption and unethical dealings / behaviors of any form and the Board has laid down thedirectives to counter such acts. The code laid down by the Board is known as "code ofbusiness conduct" which forms an Appendix to the Code. The Code has been posted onthe Company's website The Code lays down the standard procedure of business conduct whichis expected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. The Code gives guidance through examples onthe expected behavior from an employee in a given situation and the reporting structure.All the Board Members and the Senior Management personnel have confirmed compliance withthe Code. All Management Staff were given appropriate training in this regard.
PREVENTION OF INSIDER TRADING:
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code. All Board of Directors and the designated employees haveconfirmed compliance with the Code.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees' particulars which is available for inspection by the membersat the Registered office of the company during business hours on working days of thecompany up to the date of ensuing Annual General Meeting. If any member is interested ininspecting the same such member may write to the company secretary in advance.
Your Company and its Directors wish to extend their sincerest thanks to the Members ofthe Company Bankers State Government Local Bodies Customers Suppliers ExecutivesStaff and workers at all levels for their continuous cooperation and assistance.
For and on behalf of the Board of Directors
| ||G D Trading and Agencies Limited |
| ||Sd/- ||Sd/- |
| ||Sanjay Somani ||Bharat Somani |
|Place: Mumbai ||Director ||Director |
|Date: 14th August 2019 ||DIN: 00629858 ||DIN: 00286793 |