DIRECTOR'S REPORT TO THE SHAREHOLDERS Dear Shareholders: Your Directors have pleasure in presenting the 35th ANNUAL REPORT on the business and operations of the Company and Audited Statement of Accounts of the Company for the year ended 31st March, 2015. 2) DIVIDEND The Board of Directors has recommended a dividend of Rs.0.50 per equity share of Rs 10/- each fully paid-up for the financial year ended on 31st March,2015, amounting to Rs 1,22,500. 3) CHANGE IN THE NATURE OF BUSINESS, IF ANY There has been no change in the nature of business carried on during the financial year under review. 4) DIRECTORS The Board of Directors, in compliance with the section 149(1) of the Companies Act,2013 Mr. Vijay Pandya appointed as an Additional Director with effect from 13th November 2014.He shall hold office upto the date of the forthcoming Annual General Meeting and is eligible for appointment as a Independent Director. The Company has received a notice in writing along with deposit pursuant to Section 160 of Companies Act, 2013, proposing the appointment of Mr Vijay Pandya as Independent Director of the company. Your Board has recommended the appointment of Mr. Vijay Pandya as Independent Director not liable to retire by rotation for a period of five consecutive years with effect from the conclusion of this Annual General Meeting till the conclusion of the 40th Annual General Meeting of the Company to be held in the calendar year 2020 not liable to retire by rotation. Mr. Vikas Pavankumar, Director of the Company resigned from the Board with effect from 11th August, 2014. Mr. Sudhir Shankar Bandiwadekar has been appointed as an Addional Director of your company on 11th August, 2014 and regularized as a independent Director on 27th September, 2015.(AGM). In accordance with the Provisions of Section-152 of the Companies Act, 2013 and the Company's Articles of Association Mrs. Rita Pavankumar, Director retire by rotation of the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment. 5) DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the company have made a declaration confirming the compliance of the conditions of independence stipulated in the aforesaid section. 6) DIRECTOR RESPONSIBILITY STATEMENT The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state 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) the directors had 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) the directors had 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; (d) the directors had prepared the annual accounts on a going concern basis; and (e) that the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (/) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 7) CONSOLIDATED FINANCIAL STATEMENTS: In accordance with the requirements of the Accounting Standard AS - 21 prescribed by the Institute of Chartered Accountants of India, the consolidated Financial Statements of the company and its subsidiary, Keen Investment & Leasing Limited are annexed to this report. 8) AUDITORS The Auditors/s A.K.Nevatia & Associates, Chartered Accountants, were appointed as the statutory Auditors of the Company for tenure of three years i.e. from the conclusion of 34th Annual General Meeting till the conclusion of the 37th Annual General Meeting of the company. However, this appointment is subject to ratification by members at every Annual General Meeting held after appointment during their tenure of office. The Auditors have confirmed their eligibility and qualification under Section-141 of Companies Act, 2013 and therefore, their ratification for appointment as Statutory Auditors for the year 2015-16 is being sought from the Members of the Company at the ensuing AGM. The Company did not appoint any Internal Auditor for the period under review. The Company proposes to get the Internal Audit done in the Current year. The Company is in process of appointing Key Managerial Personnel. 09) VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has established a Vigil Mechanism/Whistleblower Policy for the employees to report their genuine concerns or grievances and the same has been uploaded on the website of the Company at www.macktradingcompany.com The Audit Committee of the Company oversees the Vigil Mechanism. 10) NOMINATION AND REMUNERATION COMMITTEE The Company has formed Nomination and Remuneration committee on 13th November, 2014 The Committee has formulated a Nomination and Remuneration Policy and the same has been uploaded on the website of the Company at www.macktradinqcompany.com 11) AUDIT COMMITTEE The Board of Directors has constituted an Audit Committee on 13th November, 2014 and empowered the committee to deal with all such matters which it may consider appropriate to perform as audit committee including items specified in Section 177(4) of the Companies Act, 2013 (as may be modified/amended from time to time) and such matters as may be assigned from time to time by the Board of Directors. There have been no instances of non acceptance of any recommendations of the Audit Committee by the Board during the financial year under review. 12) RISK MANAGEMENT Business Risk Evaluation and Mangement is an ongoing process within the Organization. The Company has a robust risk management framework to indentify, monitor and minimize risks as also indentify as also indentify business opportunities. 13) ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE, ITS COMMITTEES AND INDIVIDUAL DIRECTORS The Board of Directors of the Company has initiated and put in place evaluation of its own performance, its committees and individual directors. The result of the evaluation is satisfactory and adequate and meets the requirement of the Company. 14) SECRETARIAL AUDIT REPORT Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed Priyanka Agrawal, Practising Company Secretary to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed as Annexure "A" to this Report. The Secretarial Audit Report as annexed is self-explanatory and do not call for any further comments. |