Nouritrans Exim Limited
Your Directors present the 24th Annual Report of your Company together withthe Audited Financial Statement for the financial year ended 31st March 2019.
|FINANCIAL HIGHLIGHTS || || |
|Particulars ||2018-19 ||2017-18 |
|Income for the year was ||44128000 ||103430000 |
|Profit before Financial Charges Depreciation and ||196000 ||1708790 |
|Taxation Out of which Provisions have been made for || || |
|Financial Charges ||10000 ||- |
|Depreciation ||168000 ||239000 |
|Provision for Taxation : || || |
|(i) Current Income Tax ||- ||381000 |
|(ii) Deferred Tax ||- ||- |
|Profit after Income Tax ||18000 ||1088790 |
Your Company posted a total revenue of Rs. 44128000 in the financial year ended on31 March 2019. Profit after tax is Rs. 18000 in the financial year ended on 31 March2019.
The Board of Directors has not recommended any dividend for the financial year endedMarch 31 2019.
During the Year under review the Company has not transferred any amount to generalreserve account.
CHANGE IN NATURE OF BUSINESS
During the Year there is no change in the nature of business of the company.
During the year under review there are no change in the share capital of the company.The paid-up equity share capital as on 31 March 2019 stood Rs. 60961140.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 Mr. Ashif Iqbal Vohra(DIN: 03642223) Managing Director of the company who is liable to retire by rotationbeing eligible offers himself for reappointment.
None of the Directors of the Company is disqualified for being appointed as Director asspecified in Section 164 (2) of the Companies Act 2013.
NUMBER OF BOARD MEETINGS
Regular meetings of the Board are held inter-alia to review the financial results ofthe Company and other meetings for discuss and decide on various business policiesstrategies and other businesses.
During the Financial Year under review the Board of Directors of the Company met fivetimes i.e 30 May 2018 04 September 2018 11 October 2018 14 November 2018 and 11 March2019.
Pursuant to the provisions of the Companies Act 2013 and SEBI (LODR) Regulation 2015The Board evaluated the effectiveness of its functioning and that of the Committees and ofindividual directors by seeking their inputs on various aspects of Board/Committee. Theevaluation covered functioning and composition of the Board and its committeesunderstanding of the roles and responsibilities experience competencies participationat the Board and Committee meetings corporate governance practices etc.
Evaluation of the Board and its compositions was carried out through a defined processcovering the areas of the Boards functioning viz. composition of the Board and Committeesunderstanding of roles and responsibilities experience and competencies contribution atthe meetings etc.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
(a) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with explanation relating to material departures;
(b) The directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are 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/loss of the company for that period;
(c) The directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS
A. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section177 of the companies Act 2013. The composition of the Audit Committee is in conformitywith the provisions of the said section.
Terms of reference:
The broad terms of reference of the Audit Committee are as under:
Reviewing of the Company's financial reporting process and the disclosure of itsfinancial information
To ensure that the financial statement is correct sufficient and credible.
Recommending the appointment remuneration and terms of appointment of externalAuditor.
Review and monitor the auditor's independence and performance and effectiveness ofaudit process.
Approval or any subsequent modification of transactions of the company with relatedparties
Scrutiny of inter-corporate loans and investments
Valuation of undertakings or assets of the Company wherever it is necessary.
Monitoring the end use of funds raised through public offers and related matters.
Reviewing with management the Annual financial statements and half yearly and Quarterlyfinancial results before submission to the Board.
Reviewing periodically the adequacy of the internal control system.
Discussions with Internal Auditor on any significant findings and follow up there on.
B. NOMINATION AND REMMUNERATION COMMITTEE:
The Nomination and Remuneration Committee of Directors was constituted pursuant to theprovisions of Section 178 of the Companies Act 2013. The Composition of the Committee isin conformity with the provisions of the said Section.
Terms of reference:
The broad terms of reference of the Nomination and Remuneration Committee are as under:
Formulation of the criteria for determining the qualifications positive attributes andindependence of Director;
Devising a policy on Board diversity;
Formulation of Remuneration policy;
Review the structure size and composition of the Board;
Identifying and selection of candidates for appointment as Directors;
Identifying potential individuals for appointment as Key Managerial Personnel andSenior Management;
Formulation of criteria for evaluation of Independent Directors and the Board.
C. STAKEHOLDERS RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee of Directors was constituted pursuant to theprovisions of Section 178(5) of the Companies Act 2013. The composition of the Committeeis in conformity with the provisions of the said section.
DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES
Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a company's subsidiary or subsidiariesassociate company or companies and joint venture or ventures is not applicable to thecompany. And Company does not have any subsidiary.
Your Company has neither invited nor accepted any fixed deposit from the public duringthe financial year.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return as per section 92 of the Companies Act 2013 read withRule 12 of the Companies (Management and administration) Rules 2014 is annexed herewithto this report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(m) of the CompaniesAct 2013 in respect of conservation of energy and technology absorption have not beenfurnished considering the nature of activities undertaken by the company during the yearunder review. Further during the year under review the Company has neither earned norused any foreign exchange.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial Controls with reference toFinancial Statements. The Board has inter alia reviewed the adequacy and effectiveness ofthe Company's internal financial controls relating to its financial statements.
During the year such Controls were tested and no reportable material weakness wasobserved
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
During the year the Company has not given any loan guarantee or provided security inconnection with the loan to any other body corporate or person or made any investmentshence no particulars of the loans guarantees or investments falling under the provisionsof Section 186 of the Companies Act 2013 are provided by the Board.
RELATED PARTY TRANSACTIONS
During the year no contracts or arrangements were made with related parties fallingunder the purview of Section 188 of the Companies Act 2013
There are no materially significant related party transactions made by the company withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the company at large.
PARTICULARS OF EMPLOYEES
In terms of the provisions of Section 197 of the Companies Act 2013 read with rule 5of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company will be provided upon request. However as per theprovisions of Section 136 of the said Act the Annual Report Excluding the aforesaidinformation is being sent to all the members of the Company and others entitled thereto.Any member interested in obtaining the information on employee's particulars which isavailable for inspection by the members at the registered office of the Company duringBusiness hours on working days of the Company up to the date of ensuing Annual GeneralMeeting may write to the Company at the registered office of the Company in advance.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy)Rules 2014 the Company has not developed and implemented any Corporate SocialResponsibility initiatives as the said provisions are not applicable.
SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTINGTHE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
No significant and material order has been passed by any regulators or courts ortribunals impacting the going concern status and company's operations in future. Thecompany is doing reasonable growth and development.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The company has adequate internal control systems in place. With a view to monitor theCompany's performance as well as to make sure that internal checks and controls areoperating properly the Company has appointed external firms of Chartered Accountant asInternal auditor. The audit committee ensures that the internal control systems areadequate and working effectively.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyhave occurred between the end of the financial year to which this financial statementsrelate and the date of this report.
Pursuant to the provisions of Section 139 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 the Members at the their Annual General Meetingof the Company had appointed M/s. Parth Shah and Associates Chartered Accounts (FRN:144251W) as the Statutory Auditor of the Company to hold office for a term of five years.
The Board has duly reviewed the Statutory Auditors' Report of M/s. Parth Shah andAssociates for the financial year ended on 31 March 2019 and the observations andcomments appearing in the report are self-explanatory and do not call for any furtherexplanation/ clarification by the Board of Directors as provided under Section 134 of theCompanies Act 2013
SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshad appointed Practicing Company Secretary to undertake the Secretarial Audit of theCompany for the FY 2018-19. The Secretarial Audit Report for the FY 2018-19 is annexed tothis Directors' Report.
The Company has not appointed the Cost Auditor as pursuant to section 148 of Companiesact 2013 read with the Companies (cost records and Audit) Amendment rules 2014 the CostAudit is not Applicable to Company.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. CONSERVATION OF ENERGY:
I. the steps taken or impact on conservation of energy : Nil
II. the steps taken by the company for utilising alternate sources of energy : NoneIII. the capital investment on energy conservation equipments : Nil
B. TECHNOLOGY ABSORPTION:
I. the efforts made towards technology absorption : None
II. The benefits derived like product improvement cost reduction productdevelopment or import substitution: None III. in case of imported technology(imported during the last three years reckoned from the beginning of the financial year)-
a) The details of technology imported: None
b) The year of import: N.A.
c) Whether the technology been fully absorbed: N.A.
d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof: N.A.
e) The expenditure incurred on Research and Development: Nil
C. There was no foreign exchange inflow or Outflow during the year under review
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established Vigil Mechanism system and framed Whistle Blower Policy.Whistle Blower Policy is disclosed on the website of the Company at www.neplexport.com
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and analysis Report as Required under Regulation 34 and ScheduleV of SEBI (Listing obligations and Disclosure Requirements) Regulations 2015 forms anintegral part of this Report and provides the companies' current working and futureoutlook.
As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement)Regulation 2015 Report on Corporate Governance is not applicable on the Company as theCompany is listed on SME Platforms of BSE. Therefore The Company has obtained aCertificate from a Practicing Company Secretaries certifying the same.
Your Directors wish to place on record their appreciation for the continuous supportreceived from the Members customers suppliers bankers various statutory bodies of theGovernment of India and the Company's employees at all levels.
By Order of the Board of Director
SD/- Asif Vohra