To
The Members
BRONZE TRADING LIMITED
Your Directors have pleasure in presenting their Thirty Second Annual Report of the
Company together with the Audited Financial Statement for the financial year ended on 31st
March, 2016 for your perusal, consideration and adoption.
State of Affairs of the Company:
| Particulars |
Current Year |
Previous Year |
|
2015-16 |
2014-15 |
| Sales |
9890411 |
1856000 |
| other Income |
2073428 |
1513964 |
| Less: Expenditure |
11512643 |
3266737 |
| Profit Before Exceptional, Extraordinary Items & Taxation |
451196 |
103227 |
| Exceptional Items |
NIL |
NIL |
| Extra Ordinary Items |
NIL |
NIL |
| Profit/(Loss) before Taxation |
451196 |
103227 |
| Less : Current Tax |
133156 |
NIL |
| Less : Deferred Tax Charge/ (Credit) |
NIL |
NIL |
| Profit/(Loss) after Tax |
318040 |
103227 |
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.11963839 /-
(Previous Year Rs. 33,69,964/-) and a net profit after tax of Rs.318040 /-
as compared to net profit after tax of Rs.103227/- of previous year.
Dividend:
Your directors do not recommend any dividend for the current year.
Directors:
Mr. Rajendra D. Pathak retires by rotation and being eligible has offered himself for
re-appointment.
Mr. SHRENIKBHAI JITENDRABHAI GOHIL Director of the company, are being proposed to be
appointed as independent directors for five consecutive years for a term upto 15th July,
2020. as per provisions of Section 149 and other applicable provisions of the companies
act, 2013.
During the period the Board of Directors had appointed Ms. Shivangi Bipinchandra Gajjar
as an Additional Women Director (Independent) of the Company w.e.f. 22nd July,
2015. The Company has received a notice from a member proposing appointment of Ms.
Shivangi Bipinchandra Gajjar as an Independent Director. The Board recommends passing of
the resolution appointing Shivangi Bipinchandra Gajjar as an Independent Director of the
Company for a period up to July 21, 2020, not liable to retire by rotation
Mr. Devangkumar Arvindkumar Jani is Director of the company resigned from his post as
Director w.e.f 16/04/2016. Board appreciates the valuable contribution and guidance
provided by him.
Mr. Rajendra Thakkar Director of the company, are being proposed to be appointed as
independent director of the Company as on 04.06.2016 as per provisions of Section 149 and
other applicable provisions of the companies act, 2013, but due to pre-occupancy Mr.
Rajendra Thakkar resigned from his post as Director w.e.f 16/07/2016.
During the year, the non executive director has no pecuniary relation or transaction
with the company.
CHANGE IN KEY MANAGERIAL PERSONNEL
Ms. Ankita Gupta ceased from the post of Company Secretary cum Compliance Officer of
the company w.e.f. 04.06.2016 and Mr. Rajendra Pathak Appointed as Compliance officer of
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 above threshold limits stipulated under the said rule.
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:
M/s. Vishvesh A. Shah & Co., Chartered Accountants, shows his unwillingness
to appoint as statutory auditors of the Company for financial year 2016-17. Further,
M/s. Nirav S Shah & Co., Chartered Accountant, Ahmedabad (FRN: 133345W) showing
their willingness to appoint as Statutory Auditors of the Company for financial year
2016-17. Moreover, M/s. Nirav S Shah & Co., Chartered Accountant, Ahmedabad (FRN:
133345W) giving consent letter and eligible certificate under Section 139 of
the Companies Act, 2013. Board recommend to accept the appointment of M/s. Nirav S Shah
& Co., Chartered Accountant as auditor of the company.
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. A. Santoki & Associates, Company Secretary in
Practice, Ahmedabad to conduct the Secretarial Audit of the Company for the financial year
ended March 31, 2016. The Secretarial Audit Report (in Form MR-3) is attached as
"Annexure-III" to this Report.
Board Meetings held 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.
30.05.2015, 22.07.2015, 29.07.2015,14.08.2015, 10.09.2015, 06.11.2015, 08.01.2016.
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, 2016, the applicable Accounting Standards had been followed along with proper
explanation relating to material departures.
• For the financial year ended March 31, 2016, 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, 2016.
• 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.
• Those proper internal financial controls were followed by the Company and that
such internal financial controls are adequate and were operating effectively.
• Those 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 2015-16.
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 Bombay Stock Exchange Limited (BSE).
Corporate Governance
As per Regulation15(2) of the SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015, the compliance with the corporate governance provision as specified in
regulations 17,18,19,20,21,22,23,24,25,26,27 and clauses(b) to (i) of sub-regulation (2)
regulation 46 and para C,D and E of Schedule V is not applicable to our company as the
paid up capital of our company is less than rupees ten crore and net worth of our company
is less than rupees twenty five crore, as on the last day of the previous financial year.
Management Discussion & Analysis:
A separate section 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, 2016, 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, 2016, 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:
1) Companies shares are admitted for trading in Bombay stock exchange.
2) During the year the Company secretary Ms. Ankita Gupta resigned from the post of
Company Secretary cum Compliance officer w.e.f. 04.06.2016
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 SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015
Board Evaluation:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulation, 2015, 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.
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 SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015, 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.
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 Section 73 of the Companies Act, 2013.
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 impacting the Going Concern status of the Company:
Disclosures with respect to demat suspense account/ unclaimed suspense account:
There are no any shares were lying in Demat suspense account / Unclaimed Suspense
account during the year under review.
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 Bronze
Trading Limited.
| DATE : 30.05.2016 |
FOR AND ON BEHALF OF THE BOARD |
| PLACE:Chandigarh |
Sd/- |
|
RAJENDRA PATHAK |
|
(CHAIRMAN) |
+91-9892691696
