Alora Trading Company Ltd Directors Report.
The Board of Directors hereby submit the report of the business and operations of your Company (Alora) along with the audited financial statements for the financial year ended 31st March, 2019.
1. Financial Information.
The highlights of the financial performance for the year ended 31st March, 2019 are as under:
|(Rs. in lakhs)|
|Revenue from operation||4468.71||0.00|
|Less : Expenditure||4448.29||14.65|
|Profit before Tax||20.42||14.81|
|Prior period Expenses||0.00||0.00|
|Less : Current Income Tax||5.31||3.81|
|Less : Deferred Tax||0.00||0.00|
|Profit / Loss After Tax||15.11||11.00|
|Earnings Per Share (Basic)||0.12||0.09|
|Earnings per Share (Diluted)||0.12||0.09|
2. Nature of Business
There is no change in the nature of business of the Company during the Financial Year under review.
3. Financial Performance of the Company.
The financial year 2018-19 has indeed been a challenging year for all the industry in the economy. During the financial year 2018-19, the Total Revenue is Rs.4468.71 Lakhs as compared to Rs. 29.46 Lakhs in the previous financial year 2017-18. The Company has posted a net profit of Rs. 15.11 Lakhs during the year as compared to a net profit of Rs. 11.00 Lakhs earned in the previous year.
Your Directors are making constant endeavour to ensure better performance of the Company.
With a view to strengthen the financial position of the Company, your Directors did not recommend any dividend for the year under review.
5. Transfer to Reserves.
Your Company has not transferred any amount to reserves during the year under the review.
6. Public Deposits.
Your company has not accepted any deposits falling within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review. There are no deposits that remain unclaimed during the year under review.
7. Annual Return
An Extract of the Annual Return in Form MGT-9 has been published on the website of the Company www.aloratradingltd.com
8. Listing of Securities:
The Companys shares are listed on BSE Limited and Calcutta Stock Exchange Limited.
9. Share Capital.
The Authorized Share Capital of the Company as at 31st March, 2019 is Rs. 13,00,00,000/- divided into 1,30,00,000 Equity Shares of Rs. 10/- each. The Issued & Subscribed Capital of the Company as at 31st March, 2019 is Rs. 12,44,25,000/- divided into 1,24,42,500 Equity Shares of Rs. 10/- each.
The Company has not issued any equity shares with differential rights during the year under review and hence no information as per provisions of Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. It has neither issued employee stock options nor sweat equity shares and does not have any scheme to fund its employees to purchase the shares of the Company.
10. Subsidiaries, Joint Venture & Associates Companies.
As on 31stMarch, 2019 the Company does not have any Subsidiary, Joint Venture or an Associate Company. The provisions of Section 129 (3) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2013 containing a statement of subsidiaries in the form AOC-1 is not applicable to the Company.
11. Statutory Auditor.
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s. Rishi Sekhri & Associates, Chartered Accountants (FRN: 128216W) as Statutory Auditor of the Company by the Members of the Company on the Annual General Meeting held on 29th December, 2018, to hold office for the period of 5 years till the conclusion of the Annual General Meeting of the Company for FY 2022-23.
12. Auditors Report
There are no adverse observations of the Auditors on the financial statements of the company. The Auditors Report, read with the relevant notes to accounts is self - explanatory and therefore does not require further explanation. The Auditors Report is forming the part of this Annual Report.
13. Details of fraud as per auditors report.
During the Financial Year under review, no instances of fraud were reported by the Statutory Auditors of the Company. This is also being supported by the report of the auditor for the Financial Year 2018-19.
14. Secretarial Auditor and the Report.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the board has appointed M/s. Namita Agarwal & Co., Practicing Company Secretary as Secretarial Auditor to conduct Secretarial audit for the year 2018-19. The report on secretarial audit forms part of this Annual report. The report does not contain any qualification, reservation or adverse remark.
15. Secretarial Standards.
The Company complies with the applicable Secretarial Standards issued by the Institute of the Companies Secretaries of India.
16. Board of Directors and the Key Managerial Personnel.
The Company has the Balance Board, comprising of the Executive and Non- Executive Directors. The present Board Composition of the Company is consonance with the requirement of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the Financial year 2018-19 under review there were no change in the board composition of the Company. However, after the financial year 2018-19 under review, Mrs. Bhavana Kesur resigned from the post of Non-Executive Director of the company w.e.f 19th August 2019 and Mr. Sanket Naskar & Mrs Sangeeta Nerli were appointed as Non-executive Additional Directors w.e.f 19th August 2019.
Details of Directors seeking appointment or re-appointment
Directors are appointed or re-appointed with the approval of the shareholders and shall remain in office in accordance with the provisions of the law and terms and conditions of appointment.
Regularisation of Appointment of Additional Directors
In accordance with the provisions of Section 161 of the Companies Act, 2013 and the rules framed thereunder, Mr. Suresh Naskar and Mrs. Sangeeta Nerli were appointed by the Board of Directors as the Non - Executive Additional Directors of the Company with effect from 19th August 2019 and Mr. Pappu Ghodke was also appointed as Non - Executive Additional Directors of the Company with effect from 29th August 2019, to hold the office till the ensuing Annual General Meeting. The directors are eligible to be appointed as Directors of the Company and required consent and disclosure are received from them. Mr. Suresh Naskar, Mrs. Sangeeta Nerli and Mr. Pappu Ghodke are proposed by the Board of Directors of the Company to be appointed as Non - Executive Directors in the ensuing Annual General meeting.
Key Managerial Personnel.
Mr. Jitendra Singh was appointed as the Chief Financial Officer of the Company with effect from 29th August, 2019
Name of Listed Entities with the com Directors:
The Board meets at the regular intervals to, inter-alia to discuss about the Companys policies and strategy apart from the other Board matters. The notice for the Board/Committee meetings is also given in advance to all the Directors. The details about the Board meetings are given at length in Report on Corporate Governance forming part of this Annual Report.
The Board constitutes of four committees, viz.,
1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
Details of all the committees along with their composition, terms of reference and meetings held during the year are provided in the Report on Corporate Governance which forms part of this Annual Report.
Annual Evaluation of the Board, Committee and Individual Directors
The Board carried out formal annual evaluation of its own performance and that of its Committees viz., the Audit Committee, Stakeholders Relationship Committee, and Nomination and Remuneration Committee. The Board also carried out the performance evaluation of all the individual directors including the Chairman of the Company.
The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and Committee meetings, like preparedness on the issue to be discussed, meaningful and constructive contribution and inputs, contribution in resolving the matters, etc.
The performance evaluation of the Chairman, Managing Director and the Board as a whole was carried out by the Independent Directors at their separate meeting held on 08thAugust, 2018.
Declaration by Independent Directors
All the Independent Directors have confirmed to the Board that they meet the criteria of independence as specified under Section 149(6) of the Act and that they qualify to be independent directors pursuant to the Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they meet the requirements of Independent Director as mentioned under Regulation 16(1) (b) of the Listing Regulations.
The above confirmations were placed before the Board and duly noted.
17. Familiarization Programme for Independent Directors during the year.
Familiarization Programme for Independent Directors is mentioned at length in Corporate Governance Report attached to this Report and the details of the same have also been disclosed on website of the Company
18. Policy on Directors Appointment and Remuneration.
The Policies of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act, are published on the website of the Company www.aloratradingltd.com
19. Internal control systems and their adequacy.
Your Company has in place adequate internal financial controls with reference to Financial Statements, commensurate with the size, scale and complexity of its operations, which also ensures that all assets are safeguarded and transactions are authorized, recorded and reported correctly. During the Financial Year under review, such controls were tested and no reportable material weaknesses in the design or operation were observed. Internal Auditor verifies and checks internal control and monitors them.
20. Transfer of Unclaimed Dividend to Investor Education and Protection Fund.
During the year under review, the provision of Section 125(2) of the Companies Act, 2013 do not apply. As there was no dividend declared and paid in the last seven years, the Company was not required to transfer any amount to the Investor Education and Protection Fund established by the Central Government pursuant to provision of Section 125 (e) of the Companies Act, 2013.
21. Corporate Governance.
As per Regulation 34 (3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on corporate governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this Report.
22. Management Discussion & Analysis.
Pursuant to the provisions of Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015, a report on Management Discussion & Analysis for the year under the review forms part of this Annual Report.
23. Directors Responsibility Statement.
Pursuant to the requirements under Section 134(3) (c) read with the Section 134 (5) of the Companies Act, 2013, the Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relation to material depend there are no material departures from the same;
b) the Directors have 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 have taken proper and sufficient care 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;
d) the Directors have prepared the annual accounts on a going concern basis;
e) the Directors have laid down proper internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
24. Corporate Social Responsibility.
The companies on whom the provisions of the CSR shall be applicable are contained in Sub Section 1 of Section 135 of the Companies Act, 2013. As per the said section, the companies having Net worth of INR 500 Crore or more; or Turnover of INR 1000 Crore or more; or Net Profit of INR 5 Crore or more during any financial year shall be required to constitute a Corporate Social Responsibility Committee of the Board "hereinafter CSR Committee" with effect from 1st April, 2014.
The criteria laid down under the section 135(1) of the Companies Act, 2013 are not applicable to our Company; hence no such committee is formed. The company has always tried in its best possible way to involve itself in social development activities.
25. Related Party Transaction.
There were no Related Party Transactions (RPTs) entered into by the Company during the financial year, which attracted the provisions of Section 188 of the Companies Act, 2013. There being no material related party transactions as defined under Regulation 23 of SEBI Listing Regulations,2015, there are no details to be disclosed in Form AOC-2 in that regard.
The Policy on RPTs as approved by the Board is uploaded on the Companys website www.aloratradingltd.com.
26. Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.
The following are the details of actions taken against the listed Entity / its promoters/ directors / material subsidiaries either by SEBI or by Stock Exchanges (Including under the Standard Operating Procedures issued by SEBI through various circulars) under the aforesaid Acts/ Regulations and circulars/guidelines issued thereunder:
|Sr. No.||Action taken by||Details of violation||Details of action taken e.g. fines, warning letter, debarment, etc.|
|1.||BSE Limited||Non-compliance of certain regulations of SEBI(LODR) Regulations, 2015||Suspension in trading in the securities of the company and freezing the entire promoter shareholding w.e.f. November 26, 2018|
|2.||BSE Limited||Non-payment of fine levied for Late/Non - submission of certain Regulations of SEBI (LODR) Regulations, 2015 for the period ended March 2018 and June 2018 aggregating to||Freezing of Promoter and Promoter group Demat accounts|
|3.||BSE Limited||Non-compliances for two consecutive quarters i.e. March 2018 and June 2018||The Company was transferred to Z Group.|
|4.||BSE Limited||Non-compliance with the provisions of Regulation 17(1), 18(1), 19(1), 19(2), 20(2), 21(2) of SEBI (LODR) Regulations, 2015.||Fine of Rs.12,31,920/- has been levied on the Company.|
|5.||BSE Limited||Non-compliance with the provisions of Regulation 31 of SEBI (LODR) Regulations, 2015.||Fine of Rs.42,480/- has been levied on the Company.|
|6.||BSE Limited||Non submission of financial Results under Regulation 33 of SEBI (LODR) Regulations, 2015.||Fine of Rs. 241,227/- has been levied on the Company.|
|7.||BSE Limited||Non-submission of Statement of Investor Complaints for the quarter ended September, 2018.||Fine of Rs. 21,240/- has been levied on the Company.|
|8.||BSE Limited||Non- submission of Annual Report for the year ended March, 2018.||Fine Rs. 37,760/- has been levied on the Company.|
There are no other significant or material orders passed during the year by any regulator, court or tribunal impacting the going concern status of the Company or its future operations.
27. Loan, Guarantee, and Investment under Section 186 of Companies Act, 2013.
The details of loans, investments, guarantee and securities as covered under provisions of Section 186 of the Companies Act, 2013 are disclosed in the Financial Statement forming part of this report.
28. Material changes and commitments affecting the financial position of the Company.
There has been no material changes and commitment affecting the financial position of the company which has occurred between the end of the financial year of the Company to which the financial statement relates and till the date of the report.
29. Particulars of Employees.
There were no employees during the whole or part of the year who were in receipt of remuneration in excess of limits as covered under the Companies Act, 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
30. Extract of Annual Return.
Pursuant to Section 92(3) of the Act and Rule 12(1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in Form MGT 9 is attached as Annexure to the Boards Report.
31. Policies and Disclosures.
Nomination and Remuneration Policy
The Company has in place a Remuneration Policy for the Directors, KMP and other employees pursuant to the provision of the Companies Act, 2013 and Listing Regulations. The policy states criteria for determining qualifications, positive attributes, independence of directors and remuneration relating Directors, KMP, and other employees.
Further, in compliance with section 134(3) (e) of the Companies Act, 2013, the Nomination and Remuneration Policy is also placed on Companys website at www.alhoratradingltd.com
Sexual Harassment Policy
The Company provides a platform where equal opportunity is provided to its all employees and consciously strives to build a work culture that promotes the dignity of all employees. The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has zero tolerance for sexual harassment at workplace and had adopted a Policy on prevention, prohibition and Redressal of sexual harassment at workplace in line with the provision of the Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and the Rules and the same is hosted on the Companys Website at www.aloratradingltd.com.
During the Financial Year under review, no complaints were filed with the Committee under the provisions of the said Act in relation to the workplace/s of the Company.
Vigil Mechanism/Whistleblower Policy
Pursuant to Section 177(9) of Companies Act, 2013 and Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and as per Listing Obligation Requirement, the Company has adopted the Whistle Blower Mechanism to provide a mechanism for any concerned person of the Company for the purpose of dealing with instance of frauds and mismanagement, if any and also ensure that whistleblowers are protected from retribution, whether within or outside organization. The company has hosted the same on its website at www.aloratradingltd.com.
Code of conduct for prevention of Insider Trading
The Company has adopted a Code of Conduct for Prevention of Insider Trading, under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code lays down guidelines for procedures to be followed and disclosures to be made by insiders while trading in the securities of the Company. Details of dealing in the Companys shares by Designated Persons are placed before the Audit Committee on a quarterly basis. The Company has also adopted a Code of Corporate Disclosure Practices, for ensuring timely and adequate disclosure of Unpublished Price Sensitive Information by the Company, to enable the investor community to take informed investment decisions with regard to the Companys shares
The policy is uploaded on the Companys website and can be viewed at the Company website atwww.aloratradingltd.com.
32. Conservation of energy, technology absorption, foreign exchange earnings and outgo.
The particulars as prescribed under sub-section (m) of Section 134 of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 are not applicable to the Company.
Hence, reporting under this section is not required. The Company has neither earned nor spent any foreign exchange during the year under review.
33. Material Changes and Commitments, if any, affecting the Financial Position of the Company which have occurred between the end of the Financial Year to which the Financial Statements relates and the Date of the Report.
There were no material changes and commitments, affecting the financial position of the Company occurred between the end of the financial Year to which this financial statement relates and up till the date of Report.
34. State of companys affairs
The affairs of the Company are managed in the fair and transparent manner. It is vital to gain and retain the trust of our shareholders
35. Human Resource.
Your Company considers people at its most valuable asset. It continues to focus on progressive employee relations policies, creating an inclusive work culture and a strong talent pipeline. Your Company is focused on building a high-performance culture with a growth mind set where employees are engaged and empowered to be the best they can be.
The Company has well documented and updated policies in place to prevent any kind of discrimination and harassment, including sexual harassment. The Whistle Blower Policy plays an important role as a watchdog.
The Company has established a vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report. During the year, there have been no complaints alleging child labour, forced labour, involuntary labour and discriminatory employment.
Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the Bankers, Regulatory Bodies, Stakeholders including Financial Institutions, Suppliers, Customers and other business associates who have extended their valuable sustained support and encouragement during the year under review.
Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the contribution made by the employees at all levels. We look forward for the continued support of every stakeholder in the future.
|For and on behalf of the Board|
|For Alora Trading Company Limited|
|Place: Mumbai.||Veepul Gohill|
|Date: 29thAugust 2019||Chairman & MD|