Dear Shareholders:
Your Directors have pleasure in presenting the 37th ANNUAL REPORT on the business and
operations of the Company and Audited Statement of Accounts of the Company for the year
ended 31st March, 2017.
1) FINANCIAL PERFORMANCE
During the year under review, standalone performance of your company as under:
| PARTICULARS |
CURRENT YEAR |
PREVIOUS |
|
RS. |
YEAR |
|
|
RS . |
| Profit for the year after meeting all |
7,33,720 |
11,82,296 |
| charges and expenses but before |
|
|
| provision for taxation |
|
|
| Less: Provision for tax |
|
|
| Add: B/f forward from previous year |
6,70,579 |
(2,91,218) |
| Add: Excess provision written back |
|
|
| Less: Additional Depreciation pursuant to enactment of schedule-II of Companies Act,
2013. |
|
|
| Available for appropriation |
14,04,299 |
8,91,078 |
| Short Provision of Dividend for |
|
49,000 |
| Previous Year |
|
|
| Proposed Dividend |
|
1,71,500 |
| Corporate Dividend Tax |
|
-- |
| Transfer to General Reserve |
|
-- |
| Amount to be carried forward to next year |
14,04,299 |
6.70.579 |
| Total |
14,04,299 |
8,91,078 |
The consolidated performance of the group as per consolidated financial statements is
as under:-
| PARTICULARS |
CURRENT YEAR |
PREVIOUS |
|
RS. |
YEAR |
|
|
RS . |
| Profit for the year after meeting all charges and expenses but before provision for
taxation |
43,72,673 |
61,60,600 |
| Add: Provision for tax |
|
|
| Add: Dividends Proposed to be distributed to equity shareholders from Subsidiary for
HO |
|
6,82,463 |
| Add: B/f forward from previous year |
35,87,468 |
25,99,617 |
| Add: Excess provision written back Less: Additional Depreciation pursuant to enactment
of schedule-II of Companies Act, 2013. |
|
|
| Available for appropriation |
79,60,141 |
94,42,680 |
| Short Provision of Dividend for |
-- |
49,000 |
| Previous Year |
|
|
| Dividends Proposed to be distributed to equity shareholders from subsidiary |
-- |
8,32,678 |
| Current tax expenses for current year |
(5,10,000) |
(4,20,000) |
| Proposed Dividend |
|
1,71,500 |
| Corporate Dividend Tax |
|
1,69,514 |
| Transfer to General Reserve |
18,00,000 |
35,90,000 |
| Amount to be carried forward to next year |
47,11,698 |
35,87,468 |
| Less: Share of Profit transferred to minority interest |
6,56,467 |
8,98,086 |
| Add/(Less):Excess Transferred to Minority Interest of prior period |
(98,204) |
|
| Add/(Less): Minority Interest |
(1,83,771) |
2,75,566 |
| Total |
79,60,141 |
94,42,680 |
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,2017,
amounting to Rs 1,71,500.
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
In accordance with the Provisions of Section-152 of the Companies Act, 2013 and the
Companys Articles of Association Mrs. Rita Pavankumar, Director retire by rotation of the
forthcoming Annual General Meeting and being eligible offer themselves for re-appointment.
The Company is in process of appointing Key Managerial Personnel.
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 (f)
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
In accordance with the provisions of Section 139 of Companies Act,2013,M/s V.P.Mehta
& Co,Chartered Accountants,Mumbai(Firm Registration No.2016326W) are proposed to be
appointed as auditor for a period of 1 year commencing of this Annual General Meeting Till
the Conclusion of 38th Annual General Meeting i.e Annual General Meeting to be held in
2018.
The Company has received confirmation from V.P.Mehta & Co,Chartered Accountants to
the effect that their re-appointment, if made, would be within the prescribed limits under
Section-141(3)(g) of the Companies Act, 2013 and that they are not disqualified for
re-appointment.
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.
09) VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has 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 Board has a Nomination and Remuneration policy, which is generally in line with the
existing industry practice and applicable laws. The policy has been displayed on the
companys website viz. www.macktradingcompany.com
The details of composition, of the Nomination and Remuneration Committee are as under:
-
| S.N |
Name |
Category |
Designation |
No of Meetings |
| o |
|
|
|
Held |
Attended |
| 1 |
Mr Vijay Pandya |
Independent |
Chairman |
1 |
1 |
| 2 |
Mr Sudhir Bandiwadekar |
Independent |
Member |
1 |
1 |
| 3 |
Mr Pavankumar |
Non- |
Member |
1 |
1 |
|
Sanwarmal |
Executive |
|
|
|
The Nomination and Remuneration Committee assist the Board in overseeing the method,
criteria and quantum of compensation for directors and senior management based on their
performance and defined assessment criteria. The Committee formulates the criteria for
evaluation of the performance of Independent Directors & the Board of Directors;
identifying the persons who are qualified to become directors, and who may be appointed in
senior management and recommend to the Board their appointment and removal. The terms of
the reference of Nomination and Remuneration Committee covers the areas mentioned under
section 178 of the Companies Act, 2013.
11) AUDIT COMMITTEE
The Audit 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.
The details of composition, meetings and attendance of the Meetings of the Audit
Committee are as under: -
| S |
Name |
Category |
Designation |
No. of Meetings |
| N |
|
|
|
Held |
Attended |
| o |
|
|
|
|
|
| 1 |
Mr Vijay Pandya |
Independent |
Chairman |
4 |
4 |
| 2 |
Mr Sudhir Bandiwadekar |
Independent |
Member |
4 |
4 |
| 3 |
Mr Pavankumar Sanwarmal |
Non- |
Member |
4 |
4 |
|
|
Executive |
|
|
|
There have been no instances of non-acceptance of any recommendations of the Audit
Committee by the Board during the financial year under review.
The Audit Committee assists the Board in its responsibility of overseeing the quality
and integrity of the accounting, auditing and reporting practices of the Company and its
compliance with the legal and regulatory requirements. The terms of reference of Audit
Committee cover the areas mentioned under Section 177 of the Companies Act, 2013.
12) 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.
13) 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 Piyushkumar Parmar, 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 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 did not appoint KMP for the period under review. The Company proposes to
get the KMP done in the Current year.
14) HOLDING/SUBSIDIARY/ASSOCIATES COMPANIES:
| S.N0. |
Name And Address Of |
CIN/GLN |
Holding/Subsidiary/ |
% of |
Applicable |
|
The Company |
|
Associate |
shares |
Section |
|
|
|
|
held |
|
| 1. |
Keen Investments and |
U65910MH1986PTC041624 |
Subsidiary |
81.96 |
N.A. |
|
Leasing ltd 4-C,Sindhu House,Nanabhai Lane, Flora Fountain,Fort,Mumbai- 400001. |
|
|
|
|
There has been no change in the number of subsidiary or in the nature of business of
subsidiary, during the year under review.
Pursuant to Section 129(3) of the Companies Act,2013 read with Rule 5 of the Companies
(Accounts) Rules,2014, the statement containing salient features of the financial
statements of the Companys Subsidiary (in Form AOC-1) is attached to the financial
statements. (Annexure-B).
15) PARTICULARS OF EMPLOYEES
None of the employees of the company received remuneration in excess of the limit
specified u/s Section 197 of the Companies Act, 2013 read with Rule of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
16) RELATED PARTY DISCLOSURES
There is no transaction with Related Party which requires disclosure under Section
134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules,
2014.
Related Party Disclosures under Accounting Standards mentioned in Note-8 to the
Financial Statements.
17) LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY
Disclosure as required under section 186(4) of the Companies Act, 2013:
|
Particulars |
Amount(31/03/2017) |
| 1 |
Loan Given |
As per Note-8 to the |
|
|
Financial Statements. |
| 2 |
Investments made |
Nil |
| 3 |
Guarantees Given |
Nil |
18) PUBLIC DEPOSITS
Your Company has not invited any deposits from public / shareholders in accordance with
Section 73 and 74 of the Companies Act, 2013 for the financial year ended on March 31,
2017.
19) NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, 6 Board meetings were held, details of
which are given below. The intervening gap between the Meetings was within the period
prescribed under the Companies Act, 2013.
| Date of the meeting |
No. of Directors attended the meeting |
| 30/05/2016 |
4 |
| 20/07/2016 |
4 |
| 12/08/2016 |
4 |
| 12/11/2016 |
4 |
| 06/02/2017 |
4 |
| 30/03/2017 |
2 |
20) DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL
| S. |
Name of Directors |
Date of |
Date of Cessation |
| No |
|
Appointment |
|
| 1. |
Mr Pavankumar Sanwarmal(Director) |
27/10/1982 |
NA |
| 2. |
Mrs Rita Pavankumar(Director) |
09/12/1998 |
NA |
| 3 |
Mr Sudhir Bandiwadekar(Independent |
11/08/2014 |
NA |
|
Director) |
|
|
| 4 |
Mr Vijay Pandya(Independent Director) |
13/11/2014 |
NA |
21) DISCLOSURE OF PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO Conservation of Energy
The particulars as required under the provisions of Section 134 of the Companies Act,
2013 and as per Companies Accounts Rules 2015 in respect of conservation of energy has not
been furnished considering the nature of activities undertaken by the company during the
year under review.
Technology Absorption
Your company has not conducted any R & D activity.
Foreign Exchange Earnings and Outgo
Foreign Exchange Earning: - Nil. Foreign Exchange Expenditure: - Nil
22) MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial position of
the Company which have occurred between the end of the financial year of the Company to
which the financial statement relates and the date of the report.
23) EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9, as required
under Section-92 of the Companies Act, 2013, in included in this Report as Annexure- C and
forms an integral part of this Report.
24) RISKS AND CONCERNS
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. The Audit Committee and
the Board periodically review the risks and suggest steps to be taken to manage/ mitigate
the risk through a properly defined framework. During the year, no major risks were
noticed, which may threaten the existence of the company.
25) OUTLOOK
The overall outlook on economic growth of the country has improved with the new
Government assuming the office and initiating the process of long standing policy reforms.
It is expected that this will facilitate the company to grow at a faster rate in the
medium to long term.
26) INTERNAL FINANCIAL CONTROLS
The management has formed adequate system of internal financial controls as required to
meet its financial needs and meeting day to day expenditure commensurate with nature and
size of its business.
27) OPPORTUNITIES AND THREATS
Governments focus on infrastructure development, investment in highways, and
implementation of GST will give boost to retreading industry.
28) HUMAN RESOURCES
The Company believes that the key to excellent business results is an excellent talent
pool. People Management Practices in the company continuously strive towards attracting,
retaining and developing the best talent required for the business to grow.
The Total number of employees of the company as on March,30,2017 stood at 2(Two).
29) CORPORATE GOVERNANCE
Corporate Governance stipulated in SEBI(LODR) Regulations,2015 is not applicable to the
company as paid up equity share capital not exceeding rupees ten crore and net worth not
exceeding rupees twenty-five crore, as on the last date of the previous financial year.
30) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There were no significant and material orders passed against the Company by the
regulators or courts or tribunals during FY 16-17 impacting the going concern status and
Companys operations in future.
31) LISTING
The equity shares of your Company are listed with the Bombay Stock Exchange.
32) DISCLOSURES ABOUT CSR POLICY
The Company has not developed and implemented any Corporate Social Responsibility
initiatives as the provisions under Section 135 of the Companies Act, 2013 read with Rules
thereunder are not applicable to the Company for the year under review. Thus, the Company
has not made any contribution towards Corporate Social Responsibility activities.
33) SECRETARIAL STANDARDS OF ICSI
The Company has Complied Secretarial Standards on Meetings of the Board of Directors
(SS-1) and General Meetings (SS-2).
34) APPRECIATION
We wish to place on record our deep and sincere appreciation for the contribution made
by the workers, staff and executives to the performance of the Company.
By the Order of Board of Directors
MACK TRADING COMPANY LIMITED
| (Director) |
(Director) |
| Rita Pavankumar |
Sudhir Bandiwadekar |
Place: Mumbai
Date:11/08/2017
+91-9892691696
