Director’s report To The Members Chandrima Mercantiles LIMITED Your Directors have pleasure in presenting their Annual Report of the Company together with the Audited Accounts for the financial year ended on 31st March, 2015 for your perusal, consideration and adoption. Company’s Performance: During the year under review, state of affairs of the company as compared to the previous year. Your company earned a total income of Rs. 9,39,791/- (Previous Year Rs.4,20,505/-) and a net profit after tax of Rs.77,544/- as compared to net profit after tax of 2,41,322/- of previous year. Dividend: Your directors do not recommend any dividend for the current year. Director: MR. Jinal Y. Modi and MR. Kunal J. Mehta has been appointed as Director w.e.f 25/03/2015 and 01/05/2015 respectively. Mr. Deoki Nandan Fogla retires by rotation and being eligible has offered himself for re-appointment. Smt. Uma Fogla and Mr. Neelendu Fogla, Directors of the company has been resigned from the post of Director w.e.f 04/05/2015. Board appreciate for their valuable contribution and guidance provided by them. During the year, the non executive director has no pecuniary relation or transaction with the company. Financial Year: There is no revision in financial statements or board report u/s 131 of the Companies Act 2013 made by the company. Particulars of the employees: In terms of provisions of Section 197 read with Rule, 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees are receiving remuneration as mentioned in the said section. The information required pursuant to Section 197 read with Rule, 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is Nil. Statutory Auditors: G.K. Tulsyan & Co., Chartered Accountant, Kolakata, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and being express unwillingness for re-appointment as Statutory Auditors of the Company. The Directors recommend that M/s Gopal C. Shah & Co. Chartered Accountants (Membership No.34967), Ahmedabad, to be appointed as statutory auditors of the Company to hold office from the conclusion of This Annual General Meeting till the conclusion of the Annual General Meeting held on 2019 of the Company, in place of retiring auditors G.k. Tulsyan, Chartered Accountant. Auditors’ Report: The observations of the Auditors in their Report and Notes Attached to the Accounts to the Accounts are Self-Explanatory and do not require any Further Clarifications. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and Outgo: Particulars with respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required under Section 134 (3)(m) of the Companies Act, 2013, read with the Rule, 8 (3) of the Companies (Accounts) Rules, 2014, are given in the “Annexure-I” attached hereto and forms part of this Report. Extract of Annual General Meeting: As provided under Section 92(3) of the Act, the extract of annual return is given in “Annexure II” in the prescribed Form MGT-9, which forms part of this report. Secretarial Audit: Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of M/s. Deepa Methwani, Company Secretary in Practice, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year ended March 31, 2015. The Secretarial Audit Report (in Form MR-3) is attached as “Annexure-III” to this Report. Explanation on qualification adverse remark made in Secretarial Audit Report: Qualification/ Adverse Remark Explanation As per Section-149 of Companies Act, 2013, company has not made appointment of woman Director. As it is the new provision under Companies Act, 2013, all listed companies shall appoint atleast one woman director into the Board, and the same shall be complied within one year from 1st April 2014. However Company was not able to get a fit and proper candidate for the same post. However Company’s Management give assurance to Appoint Woman Director on their Board. Board Meetings held during the year During the year: During the year 7 meetings of the Board of Directors were held. The details of the meetings are furnished in the Corporate Governance Report which is part of this Report. Directors’ Responsibility Statement: ?? To the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013: ?? In the preparation of the annual financial statements for the year ended March 31, 2015, the applicable Accounting Standards had been followed along with proper explanation relating to material departures. ?? For the financial year ended March 31, 2015, such accounting policies as mentioned in the Notes to the financial statements have been applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company and of the Profit and Loss of the Company for the year ended March 31, 2015. ?? That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. ?? The annual financial statements have been prepared on a going concern basis. ?? That proper internal financial controls were followed by the Company and that such internal financial controls are adequate and were operating effectively. ?? That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively. Code of Conduct: The Board has laid down a Code of Conduct for all Board Members and Senior Management of the Company. Board Members and Senior Management Personnel have affirmed Compliance with the Code for the period 2014-15. A separate declaration to this effect is made out in the Corporate Governance Report. The Company has adopted code of practices and procedures for fair disclosures of unpublished price sensitive in information and code of conduct as required under Regulation (8)(1) and Regulation (9)(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015. Listing: The shares of the Company are listed on Calcutta Stock Exchange Limited (CSE). Management Discussion & Analysis: Management Discussion and Analysis of the financial position of the company forms part of the Annual Report. Particulars of loans, guarantees or investments under Section 186 of the Companies Act, 2013: During the year ended 31st March, 2015, company has not given any Loans, Guarantees and/or made any Investments covered under the provisions of Section 186 of the Companies Act, 2013. Related Party Transactions: During the year ended 31st March, 2015, company has not entered into any Contracts and/or arrangements with related parties covered under section 188 of the Companies Act, 2013. Material Changes and Commitments: There are no any material changes and commitments made between the financial years that affect the financial position of the company. Remuneration Policy: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report. Risk Management Policy: The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. 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. Policy on Prevention of Sexual Harassment: The Company has formulated and implemented a policy for Prevention of Sexual Harassment of Women at workplace. During the year under review, the Company has not received any complaints under the policy. Corporate Social Responsibility: Company was not required to formulate policy on Corporate Social Responsibility as your company is not falling with the provisions of Section 135 of Companies Act, 2013. 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. Board Evaluation: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Risk Management and Stakeholder Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report. Vigil Mechanism/ Whistle Blower Policy: Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted on the website of the Company. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee. Your Company hereby affirms that no Director/ employee has been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Brief details about the policy are provided on the Web site of the Company www.chndrimamercantiles.com Details of Subsidiary/Joint Ventures/Associates: Company has not any subsidiary company/Joint Ventures/Associates. Fixed Deposits: During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V – Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Significant and Material Orders Passed by the Regulators or Courts or Tribunals impacting the Going Concern status of the Company: There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company. Acknowledgement: The directors thank the Company’s employees, customers, vendors, investors and academic institutions for their continuous support. The directors also thank the government of various countries, government of India, the governments of various states in India and concerned government departments / agencies for their co-operation. The directors appreciate and value the contributions made by every member of the Chandriama Mercantiles Limited. FOR AND ON BEHALF OF THE BOARD Sd/- JINAL Y. MODI (DIN : 07153155) (CHAIRMAN) PLACE: Ahmedabad DATE : 30.05.2015 |