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Mayukh Dealtrade Limited
Your Directors have pleasure in presenting their 38th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31st, 2018
The summary of the financial performance of the Company for the year ended 31st March, 2018 as compared to the previous year is as below.
|Amount in Rs.|
|Revenue from Operations||14155. 00||7,678.00|
|Profit/ (Loss) before tax||602.07||72.29|
|Less: Current Tax||155.03||21.59|
|Profit /(Loss) for the year||447.040||50.70|
|Earnings per share (of Rs. 10/- each)|
RESERVES & SURPLUS
There is no amount transferred in General reserve, free reserve or special reserve from the Current year profit.
To maintain the liquidity of funds, the Board of Directors has decided not to declare any dividend for this financial year 2017-18. The Board assures you to present a much strong financial statements in coming years.
As on 31.03.2018, the company does not have any deposit in any form from anyone. There was no deposit held by the company as on 31.03.2018, which was overdue or unclaimed by the depositors.
CHANGE IN NATURE OF BUSINESS
There is no change in nature of business of the Company during the year.
CHANGES IN SHARE CAPITAL
The paid up equity share capital as on 31st March, 2018 was Rs. 3,20,00,000/- (Three Crore Twenty Lakhs Only ).There is no change in the capital structure of the company during the year, as no new shares were issued and there is no capital reduction or restructuring done by the Company during the period under consideration.
As per the directions of SEBI and the Bombay Stock Exchange Ltd., accordingly the company has been adhering to the directions and guidelines as required. The report on the code of corporate governance is annexed separately in this Annual report.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:
a) Conservation of Energy:
Since the company is not engaged in any manufacturing activity, issues relating to conservation of energy are not quite relevant to its functioning.
b) Technology Absorption:
Since the company is not engaged in any manufacturing activity, issues relating to Technology Absorption are not quite relevant to its functioning.
c) Foreign Exchange Earnings/Outgo:
PARTICULARS OF LOAN, GUARANTEE AND INVESTMENTS UNDER SECTION 186
During the period under review, the loans, advance and guarantees were provided by the Company under the provisions of Section 186 of Companies Act, 2013 is given in the balance sheet and schedule of Loans and Advances.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company has occurred between the ends of the financial year of the Company 31st March, 2018 till the date of this report.
RISK MANAGEMENT POLICY
The Board of Directors of the Company are of the view that currently no significant risk factors are present which may threaten the existence of the company.
During the year, your Directors have an adequate risk management policy in place capable of addressing those risks. The company manages monitors and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. The Audit Committee and Board of Directors review these procedures periodically. The companys management systems, organizational structures, processes, standards, code of conduct and behaviour together form a complete and effective Risk Management System (RMS).
BOARD OF DIRECTORS
Size and composition of the Board
BOARD OF DIRECTORS & BOARD MEETINGS:
The Company is fully compliant with the Corporate Governance norms in terms of constitution of the Board of Directors ("the Board") i.e. combination of executive and non- executive directors with not less than fifty percent of the Board of Directors comprising of non-executive directors. The Board of the Company is composed of eminent individuals from diverse fields. Every member of the Board, including the Non-Executive Directors, has full access to any information related to the Company. The Board of Directors duly met 4 (Four) times respectively on 22/05/2017, 31/07/2017, 09/11/2017 and 03/02/2018 in respect of which meetings proper Notices were given and the proceedings were properly recorded and signed in the Minutes Book maintained for the purpose.
The composition and category of directors, attendance of each Directorate the Board of Directors meetings during the financial year 2017-18 and at the last Annual General Meeting is indicated below and other relevant details is as under:
|Name||Category||DIN||Attendance||No. of other Director ships**||No. of Board Committees other than Mayukh Dealtrade Limited|
|Board Meeting||Last AGM|
|*Pankaj Kumar Agarwal||Executive Director||05131265||4||Yes||Nil||Nil|
|Sandeep Kumar Agarwal||Executive Director||06790042||4||Yes||Nil||Nil|
|*Manoj Mahipal||Independent Non- Executive||06840871||4||Yes||Nil||Nil*|
|*Pooja Saraogi||Independent Non- Executive||06825059||4||Yes||Nil||Nil|
|#MitTarun Brambhatt||Additional Director||06520600||0||No||Nil||Nil|
|#Sanket Mehta||Additional Director||08189539||0||No||Nil||Nil|
*Pankaj Kumar Agarwal resigned from the post of Managing Director w.e.f. 14.08.2018 *manoj Mahipal resigned from the post of Director w.e.f. 14.08.2018; *Pooja Saraogi resigned from the post of Director w.e.f. 14.08.2018; #Mit Tarun Brambhatt appointed as Additional(Managing) Director w.e.f. 14.08.2018; #sanket Mehta appointed as Additional Director w.e.f. 14.08.2018.
**Excluding directorship in, private companies, unlisted public companies, foreign companies and companies incorporated under Section 8 of the Companies Act, 2013.
The Company did not have any pecuniary relationship and transaction with any of the Non- Executive Directors during the year under reference.
All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 ("the Act") and Regulation 16(1)(b) of the SEBI Listing Regulations.
Mr. Sandeep Kumar Agarwal retires by rotation at the forthcoming Annual General Meeting. He is eligible for reappointment. Their particulars are enclosed as an Annexure to the Notice convening the ensuing Annual General Meeting.
Reg. 17 of SEBI (LODR) Regulations, 2015 of mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated Pursuant to the provisions of section 134(3)(p) of the Companies Act, 2013 the evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.
NUMBER OF MEETINGS OF THE BOARD
The Board met 4 times during the financial year, the details of which are given in the corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board has an optimum combination of executive and non-executive director of the company. There was no change in the composition of the Board or Key Managerial Personnel during the year.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and non-executive, independent directors to maintain the independence of the Board and separate its functions of governance and management.
The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Subsection (3) of Section 178 of the Companies Act, 2013, adopted by the Board, are stated in this Board report. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.
TRINING OF INDEPENDENT DIRECTORS
Every new independent director of the Board attended an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Companys strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.
The Company has organized the following workshops for the benefit of Directors and Independent Directors:
a program on how to review, verify and study the financial reports; a program on Corporate Governance; provisions under the Companies Act, 2013; and SEBI Insider Trading Regulation, 2015.
Further, at the time of appointment of an independent director, the Company issues a formal letter of appointment outlining his/her role, functions, duties and responsibilities as a director.
COMMITTEES OF THE BOARD
Currently, the Board has four committees: 1. Audit Committee, 2. Nomination and Remuneration Committee, 3. Stake Holders Relationship Committee,
A detailed note on the Board and its committees is provided under the corporate governance report section in this Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS
Mr. Manoj Mahipal and Ms. Pooja Saraogi, Independent Directors of the Company have confirmed that they fulfilled all the conditions of the Independent Directorship as laid down in sub- section (6) of Section 149 of the Companies Act, 2013 and the rules made there under and the same have been noted by the Board Conservation of energy, Technology absorption and Foreign exchange earnings and Outgo
The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules are not applicable to our company. The company does not have any Foreign Exchange transactions during the financial year.
INDEPENDENT DIRECTORS DECLARATIONS
In the opinion of the Board, the independent directors are, individually, person of integrity and possess relevant expertise and experience.
The Independent Directors under section 149(6) of the Companies Act, 2013 declared that:
1. They are not a promoter of the Company or its holding, subsidiary or associate company;
2. They are not directors in the company, its holding, subsidiary or associate company.
3. The independent Directors have/had no pecuniary relationship with company, its holding, subsidiary or associate company, or their promoters, or directors, during the two immediately preceding financial years or during the current financial year;
4. None of the relatives of the Independent Directors have or had pecuniary relationship or transaction with the company, its holding, subsidiary or associate company, or their promoters, or directors, amounting to two percent. or more of its gross turnover or total income or fifty Lakhs rupees or such higher amount as may be prescribed, whichever is lower, during the two immediately preceding financial years or during the current financial year;
5. Independent Director, neither himself nor any of his relatives holds or has held the position of a key managerial personnel or is or has been employee of the company or its holding, subsidiary or associate company in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed;
is or has been an employee or proprietor or a partner, in any of the three financial years immediately preceding the financial year in which he is proposed to be appointed, of
a firm of auditors or company secretaries in practice or cost auditors of the company or its holding, subsidiary or associate company; or
DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (c) OF THE COMPANIES ACT, 2013
The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis.
GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (the Act), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).
There are no material departures from prescribed accounting standards in the adoption of these standards. The directors hereby confirm that:
1. In preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards have been followed.
2. 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
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return pursuant to the provisions of section 92 read with Rule 12 of the Companies (Rules), 2014 is furnished in Annexure A (MGT 9) and is attached to this Report.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.
The directors, have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.
DETAILS OF SUBSIDIARY/ JOINT VENTURE/ASSOCIATE COMPANIES
There is no subsidiary, joint venture or associate company as on 31st March, 2018.
ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS
The company has not issued any of its securities with differential rights during the year under review.
A. Statutory Auditors:
M/s Jain Sonu & Associates, Chartered Accountants, has conducted the audit for the current financial year 31st March, 2018.
B. Auditors Report:
The observations made by the Auditors are self- explanatory and do not require any further clarification. Further, the explanations or a comment by the Board on every qualification, reservation or adverse remark or disclaimer made by the auditor in his report is given.
C. Secretarial Audit Report:
The Secretarial Audit Report has been given by M/s Raghunath Mandal, Company Secretaries and there is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report.
D. Internal Audit Report:
Prasant Kumar Roy Barman, Chartered Accountants, has submitted a report for the financial year 2017-18 based on the internal audit conducted during the year under review.
Sexual Harassment of Women at Work Place
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. There were nil complaints received during the year under review.
The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
We view responsible conduct as a necessary input for long term business success. We accept responsibility for our business, or employees and society. That is how we define our corporate responsibility. But as per Section 135 of Companies Act, 2013 your company is out of the preview of this responsibility.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Companys website.
The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with instance of fraud and mismanagement, if any, in staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.
All Board of Directors and the designated employees have confirmed compliance with the Code.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.
CEO AND CFO CERTIFICATION:
The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 have been appended to this report in Annexure VI.
PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the disclosures pertaining to remuneration and other details as required under the Act and the above Rules are provided in the Annual Report. The disclosures as specified under Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been appended to this Report as Annexure IV.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm 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 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 this Act 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 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders Clients,
Financial Institutions, Banks, Central and State Governments, the Companys valued investors and all other business partners for their continued co-operation and excellent support received during the year.
Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its growth
|By Order of the Board|
|For MAYUKH DEALTRADE LIMITED|
|Place : Kolkata||Sandeep Kumar Agarwal||Mit Tarunkumar Brahmbhatt|
|Date : 30/08/2018||Director||Managing Director|
|DIN: 06790042||DIN: 06520600|