Halder Venture Ltd Directors Report.
The Directors have pleasure in presenting the 37th Annual Report and the Companys Audited Financial Statements (standalone and consolidated) for the financial year ended March 31, 2019.
1. SUMMARY OF FINANCIAL RESULTS
The Companys financial performance for the year ended March 31, 2019 is summarized below:
|PARTICULARS||STANDALONE||(Amount in Rs.)||CONSOLIDATED||(Amount in Rs.)|
|Profit Before Tax||6,58,368||36,18,017||4,54,96,026||4,18,84,234|
|Less: Current Tax||3,34,552||9,40,282||1,11,58,188||1,14,06,190|
|Profit After Tax||3,23,816||26,82,584||3,34,76,111||2,80,70,539|
|Add: Profit Brought Forward From Previous Year||19,27,154||(7,52,572)||43,88,07,846||42,50,47,525|
|Less: Adjustment For Income Tax For Earlier Years||-||(2,858)||-||~|
|Profit/ Loss Carried Forward||22,50,970||19,27,154||45,44,33,330||43,88,07,846|
|Basic/ Diluted Earnings Per Share||0.10||0.85||10.59||8.88|
2. OPERATION AND STATE OF COMPANYS AFFAIRS
The Company is engaged in Trading in rice and cashew nuts as its principal business. It gives us immense pleasure to inform that the Company has a healthy management and worker relationships and we pledge to strengthen the same to improve quality of work culture and productivity.
The Company also enjoys a very good reputation for quality products and sustained quality maintenance with all the major builders and dealers. We are known for creating dependable supply levels and maintaining cordial relationships with all dealers and customers.
During the year under review the standalone turnover of the Company amounted to Rs. 5,91,18,955/-and consolidated turnoveramounted to^ 2,57,92,59,185/- whereas in the previous year standalone turnover of the Company was Rs. 10,08,18,354/- and consolidated turnover was Rs. 2,33,49,35,140/- Standalone Profit for the year has increased by 88% and Consolidated Profit has increased by 19% Consolidated Exports have increased by 16.03%, during the year. The Management is hoping for better results in the coming years.
The Board considered it to be prudent to conserve the resources for the Companys growth and expansion and accordingly does not recommend payment of any dividend on the Eguity shares for the financial year under review.
4. TRANSFER TO RESERVES
The Directors do not propose to transfer any amount to the general reserves, during the year.
5. MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis report for the year under review, as stipulated under Regulation 34(2Xe) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached with this Report and marked as Annexure -1.
6. EXTRACT OF ANNUAL RETURN
An extract of the Annual Return for the year ended 31st March, 2019, in the prescribed Form MGT- 9, pursuant to Section 92(3) of the Companies Act, 2013, read with Rule 12(1) of the Companies(Management and Administration) Rules, 2014, is attached with this Report and marked as Annexure - II
7. CORPORATE GOVERNANCE
The provisions of Regulation 15(2) read with Regulation 27 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. Hence, report on Corporate Governance for the financial year 201819 is not attached herewith.
8. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Prabhat Kumar Haidar (DlN: 02009423), director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.
9. AUDIT COMMITTEE
The Composition of the Audit committee is in accordance with the requirements of section 177 of the Companies Act 2013 and comprises of Sri Debasis Saha as Chairman and Sri Keshab Kumar Haider and Sri Zakir Hossain as its members.
During the Financial Year 2018-19, 4 (four) meetings of the Audit Committee of the Board of Directors were held on 30.05.2018, 14.08.2018, 14.11.2018, and 14.02.2019. All the recommendations made by the Audit Committee were accepted by the Board.
10. NOMINATION AND REMUNERATION COMMITTEE
The Composition of the Nomination and Remuneration Committee is in accordance with the requirements of section 178 of the Companies Act 2013, and comprises of Sri Debasis Saha as Chairman and Sri Prabhat Kumar Haidar and Sri Zakir Hossain as its members.
During the Financial Year 2017-18, 1 (One) meeting of the Nomination and Remuneration Committee of the Board of Directors was held on 20.12.2018
11. DECLARATION UNDER SECTION 149 OF THE COMPANIES ACT, 2013
The Independent Directors of the Company have given the declaration of independence to the Company stating that they meet the criteria of Independence as mentioned under Section 149(6) of the Companies Act, 2013. The independent directors had their meeting on 14.02.2019.
12. FORMAL ANNUAL EVALUATION OF THE BOARD
The Nomination and Remuneration Committee of the Board has devised criteria for evaluation of the performance of Directors in compliance with the Companies Act, 2013 and applicable regulations. The Board has evaluated its own performances and that of its Committees and all individual directors including both Independent and Non Independent Directors. All the Directors of the Company are found to be persons of having knowledge and experience in their respective area and their association with the Company is considered to be beneficial to the Company. During the year under review, the Committee made the performance evaluation as above, based on the following criterions, in line with the Nomination and Remuneration Policy:
Attendance and participation in the meetings:
Preparedness for the meetings:
Understanding of the Company and the external environment in which it operates and
Constructive contribution to issues and active participation at meetings
The Committee found the performance of the Directors to be satisfactory.
13. COMPANYS POLICY ON NOMINATION AND REMUNERATION OF DIRECTORS
The Board of Directors of the Company has adopted an Appointment and Remuneration Policy in consultation with its Nomination and Remuneration Committee, pursuant to Section 178(3) and other applicable provisions of the Companies Act, 2013, for determining qualifications, positive attributes and independence of directors and criteria for directors appointment and remuneration. The details of Nomination and Remuneration Policy of the Company are disclosed in Annexure- VII of the Report.
14. VIGIL MECHANISM
The Company has established an effective whistle blower policy (Vigil Mechanism), pursuant to Section 177(9) of the Act, 2013 and Rules made there under, and procedures for its Directors and employees for enabling them to report their genuine concerns, if any. It also provides for adequate safeguards against victimization of persons. The Policy on Vigil Mechanism may be accessed on the companys website at: www.halderventure.in.
15. NUMBER OF MEETINGS OF THE BOARD
During the Financial Year 2018-19, four(4) meetings of the Board of Directors of the Company were held on 30.05.2018,14.08.2018,14.11.2018 and 14.02.2019. All the Directors of the Company were present in the meetings.
16. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013, the directors confirm that:
a. In the preparation of the annual accounts for the financial year ended 31 March 2019, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;
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 as at 31 March, 2019 and of the profit of the Company for period from 1 April 2018 to 31 March 2019;
c. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the 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 for the financial year ended 31 March 2019 on a going concern basis;
e. The Director had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
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.
17. STATUTORY AUDITORS AND ITS REPORT
M/s Sen & Ray, Chartered Accountants (FRN 303047E), were appointed as Statutory Auditors of the Company for a term of 5 (five) consecutive years, at its 34th Annual General Meeting held on 28.09.2016, till the conclusion of the Annual General Meeting of the Company to be held in the year 2021 (subject to ratification of their re- appointment at every AGM). They have confirmed that they are not disqualified from continuing as Auditors of the Company. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remarks. However, the Auditor has given a disclaimer opinion that the Company has not established internal financial control overfinancial reporting in the manner as stated in the guidance notes on Internal Financial control over Financial Reporting issued by the Institute of Chartered Accountants of India. The Board has noted the same and assures of proper compliance and establishment of the same.
18. SECRETARIAL AUDITOR
The Board has appointed Mr. Manoj Prasad Shaw, Practicing Company Secretary (FCS 4194), to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2019 is annexed herewith marked as Annexure- III to this Report.
19. INTERNAL AUDITOR
M/s Gautam K. Datta & Associates, Chartered Accountants, (FRN: 328566E) were appointed as Internal Auditor for the financial year 2018-19. They have submitted their report based on the internal audit conducted during the year under review.
20. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
21. CONTRACT AND ARRANGEMENT WITH RELATED PARTIES
The Audit Committee reviews all the Related Party Transactions, to ensure that the same are in line with the provisions of Law and Policy. The Committee approves the Related Party Transactions entered by the Company under section 188 of the Companies Act, 2013, details of which are disclosed in the notes forming part of the financial statements and in form A0C- 2 marked as Annexure V.
22. CORPORATE WEBSITE
The Companys web address is www.halderventure.in. The website contains a complete overview of the Company. The Companys Annual Report, financial results, details of its business, shareholding pattern, compliance with Corporate Governance, contact information of the designated officials of the Company who are responsible for assisting and handling investor grievances, the distribution schedule, and Code of Conduct are uploaded on the website.
23. DISCLOSURES UNDER RULE 8 OF COMPANIES (ACCOUNTS) RULES, 2014
i. Names of Companies which have become or ceased to be Subsidiaries, Joint Venture Companies or Associate Companies during the year: There has been no change in the subsidiaries of the Company. The holding in subsidiary companies remain same as previous year.
ii. Performance Of Subsidiaries And Associate Companies: A report on the performance and the financial position of each of the Subsidiaries and Associate Companies is annexed herewith and marked as Annexure- IV.
iii. Financial summary or highlights: As detailed under the heading Summary of Financial Results
iv. Change in the nature of business, if any: None
v. Details of Directors or Key Managerial Personnel, who were appointed or resigned during the year: NIL
vi. Details relating to deposits: There were no fixed deposits from the public outstanding of the Company at the end of the financial year. No fixed deposit has been accepted during
the year and as such, there is no default in repaynnent of the said deposits. There has not been any deposit, which is not in compliance with the requirements of Chapter V of the Companies Act, 2013.
vii. Significant material orders: No significant and material orders have been passed by any regulators) or Court(s) or Tribunal(s) impacting the going concerns status and Companies operations in future.
viii. Adequacy of Internal Financial Control: The Company has an adequate system of internal control procedure as commensurate with the size and nature of business, which ensures that all assets are safeguarded and protected against loss and all transactions are recorded and reported correctly. The internal control system of the Company is monitored and evaluated by internal auditors and their audit reports are periodically reviewed by the Audit Committee of the Board of Directors. The observations and comments of the Audit Committee are placed before the Board for reference. The scope of internal audit includes audit of Purchase Facilities, Sales Promotion Expenditure and Incentive Scheme, Debtors and Creditors policy, Inventory policy, GST matters and others, which are also considered by the Statutory Auditors while conducting audit of the annual financial statements. However, the Auditor has given a disclaimer opinion in its report that the Company has not established internal financial control over financial reporting in the manner as stated in the guidance notes on Internal Financial control over Financial Reporting issued by the Institute of Chartered Accountants of India. The Board has noted the same and assures of proper compliance and establishment of the same.
ix. Disclosure as to maintenance of cost records as specified by the Central Government under section 148 (1) of the Companies Act, 2013: Not applicable
x. Conservation Of Energy, Technology, Absorption, Foreign Exchange Earnings And Outgo:
A) Conservation Of Energy: The Senior personnel continuously monitor energy consumption
B) Technology absorption: The Company has no activities relating to technology absorption.
C) Foreign exchange earnings and Outgo: Earnings by way of export- INR 2,63,61,741.00; Outgo- INR 3,08,16,020.00
24. CONSOLIDATED FINANCIAL STATEMENT
The Consolidated Financial Statements have been prepared in accordance with the principles and procedures for the preparation and presentation of Consolidated Accounts as set out in Section 129 of the Companies Act, 2013 read with the Companies(Accounts) Rules, 2014. The Audited Consolidated Financial Statement together with Auditors Report forms part of the Annual Report.
25. RISK MANAGEMENT POLICY
The Company does not have any Risk Management Policy as the elements of risk, threatening the Companys existence, are minimal.
26. CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable.
27. LISTING WITH STOCK EXCHANGES
The Company confirms that it has paid all the pending Annual Listing Fees to BSE where the Companys shares are listed. BSEs Listing Centre is a web-based application designed for corporates. All periodical compliance filings like shareholding pattern, financial results, notices and outcome of the Board Meetings, among others are also filed electronically on the Listing Centre.
28. DEMATERIALIZATION OF SHARES
95.64% of the Companys paid up Equity Shares Capital is in dematerialization form as on 31st March, 2019 and balance 4.36% is in physical form.
Share transfers in physical form are processed by the Registrar and Transfer Agents, Maheshwari Datamatics Private Limited (23 R.N Mukherjee Road, 5th Floor, Kolkata-700001, West Bengal, Tel: 033-2248 2248, Fax No: 033- 2248 4787; Email Id: email@example.com)and are approved by the Board of Directors of the Company or the authorised signatories of the Company. Share transfers are registered and returned within 15 days from the date of lodgment if documents are complete in all respects. The depository system handles share transfers in dematerialized form.
29. MATERIAL CHANGES OCCURRED AFTER END OF FINANCIAL YEAR
No material changes and commitment which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.
30. SHARE CAPITAL
Issue of equity shares with differential rights: The Company has not issued any of its securities with differential rights during the year under review.
Buy Back of Securities: The Company has not bought back any of its securities during the year under review.
Sweat Equity, Bonus Shares & Employee Stock Option Plan: The Company has neither issued sweat equity or bonus shares nor has provided any stock option scheme to the employees.
Preferential Issue of Capital: The Company has not made any preferential issue during the current financial year.
31. PARTICULARS OF EMPLOYEES
The disclosure as required under Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is enclosed with this report as Annexure VI. The Company has not paid any remuneration attracting the provisions of Rule 5(2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. Hence, no information is required to be appended to this report in this regard.
32. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place a policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The Directors are pleased to report that, during the year under review, neither any complaints of sexual harassment were received by it, nor were there any complaints relating thereto which required any disposal thereof.
The Board would like to express its sincere appreciation for the valuable support and co-operation received from various Central and State Government Authorities, Stock Exchanges, Financial Institutions and Banks during the year. They also gratefully acknowledge the support extended by the customers and shareholders and contribution made by the employees at all level.
|For and on behalf of the Board of Directors|
|Date: May 30,2019||KESHAB KUMAR HALDER|
|Place: Kolkata||MANAGING DIRECT0R(DIN: 00574080)|