To, The Members
Mansoon Trading Company Limited
The Directors of your Company are pleased to present their Thirty Eighth Annual Report
and the Audited Financial Statements for the financial year ended 31st March,
2023.
FINANCIAL RESULTS
The financial performanceof the Company, for the financial year ended 31st March, 2023
is summarized below:
Rs. in Lakh
| Particulars |
Financial Year |
Financial Year |
|
2022-23 |
2021-22 |
| Revenue from Operations |
1,532.09 |
2,437.79 |
| Other Income |
14.36 |
3.53 |
| Total Income |
1546.45 |
2,441.32 |
| Expenditure |
2,331.93 |
1,472.39 |
| Profit /(Loss) before tax |
(785.28) |
968.94 |
| Share in Profit /(Loss) of Associates |
0.00 |
0.00 |
| Tax Expenses |
0.00 |
(170.00) |
| Excess/(Short} Tax provisions |
511.18 |
0.00 |
| Profit/ (Loss) afterTax |
1,296.45 |
798.84 |
| Other Comprehensive lncome/(Loss) |
(50.94) |
(10.19) |
| Total Comprehensive lncome/(Loss) for the year |
(1,347.40) |
788.75 |
INDIAN ACCOUNTING STANDARDS (INDAS)
The Company has adopted Indian Accounting Standards (IND-AS) from April 1, 2019 with
transaction date of April 1, 2018. Accordingly, the Financial Statement for the year
2022-23 have been in accordance with IND AS, prescribed under section 133 of the Act, read
with the relevant rules issued thereunder and the other recognized accounting practices
and policies to the extent applicable
PERFORMANCE REVIEW
The Company has adopted Ind As for reporting financial results for the year under
review. During the year under review, the Companys Net Loss of Rs. 785.28 Lakh before tax
(Previous year Net Profit of Rs. 968.94 Lakh before Tax) and net total comprehensive Loss
for the year aftertax was at Rs. 1,347.40 Lakh (Previous year total comprehensive Profit
of Rs. 788.75 Lakh)
The Company is engaged in the business of Financing and Investment activities. There
have been no material changes in the business of the Company during the financial year.
FINANCE
Your Company has made provisions for sufficient borrowing facilities to meet its
long-term and short-term requirement in order to support the business operations.
DIVIDEND
In view of loss during the year under review, your directors do not recommend any
dividend for the year under review. However Dividend Distribution Policy is available on
the website of the Company www.mansoontrading.co.in
TRANSFER TO RESERVES
During the financial year 2022-23, in view of Loss, the Company has transferred Rs. Nil
Lakhs (Previous year Rs. 159.79 Lakh) to Special Reserve Fund under RBI Act, 1934.
PUBLIC DEPOSIT
During the year, the Company has not accepted or renewed any deposit from the public as
covered under Section 73 of the Act read with the Companies (Acceptance of Deposits)
Rules, 2014.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments affecting the financial position of the
Company occurred between the end of the financial year to which these financial statements
relate and the date of this report.
SHARE CAPITAL
The Authorised Share Capital as on 31st March, 2023 was Rs.2,50,00,000
/-(Rupees Two Crore Fifty Lakh Only) divided into 25,00,000 Equity Shares of Rs. 10/-each.
There has been no change in the Share Capital of the Company during the financial year
2022-23
The Issued Share Capital as on 31st March, 2023 was Rs 2,45,47,000/- (Rupees
Two Crore Forty Five Lakh Forty Seven Thousand Only) divided into 24,54,700 Equity Shares
of Rs. 10/-each.
SUBSIDIARY
As at the end of the year under review i.e. on 31st March, 2023 and also as
on the date of this report, your Company does not have any Subsidiary.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as
on 31st March, 2023 is available on the website www.mansoontrading.co.in.
STATEMENT CONTAINING SALIENT FEATURES OF FINANCIAL STATEMENTS OF SUBSIDIARIES,
ASSOCIATE OR JOINT VENTURES
Your Company does not have any Subsidiary, Associates or Joint Venture Company; hence
Consolidated Financial Statements of your Company for the Financial Year 2022-23 has not
prepared. Hence salient features of Financial Statements of Subsidiary, Associate or Joint
venture Company pursuant to sub-section (3) of Section 129 of the Act are Nil. (Annexure
1)
PARTICULARS OF EMPLOYEES
Provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are not
applicable to the Company, as the Company has not employed any employee whose salary
exceeds Rs. 1,02,00,000/- per annum or Rs. 8,50,000/- per month during the financial year
ending 31st March, 2023.
Further, the disclosures pertaining to remuneration and other details as required under
Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annual Report as (Annexure
2)
Furthermore, the disclosures pertaining to remuneration and Top Ten Employees details
are provided in the Annual Report as (Annexure 3).
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As required under Clause (B) of Schedule V of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, A detailed Management Discussion and Analysis Report on
the Financial Conditions and Result of operations of the Company is included in this
Annual Report under the heading (Annexure 4).
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
During the year under review, the Company had not entered into any transactions as
enumerated in section 188 of the Companies Act, 2013 and rules made thereunder with the
related party as defined under section 2(76) of the Act. However, the Policy on Related
Party Transaction in available on website of the Company -www.mansoontrading.co.in
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE
There are no significant material orders passed by the regulators/courts/tribunals
which would impact the going concern status of the Company and its future operations.
CEO/ CFO CERTIFICATION:
As required by Regulation 17(8) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, The CEO/ CFO certificate forthe financial year 2019-20
has been submitted to the Board and the copy thereof is contained in the Annual Report.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company believes that a strong internal control framework is an important pillar of
Corporate Governance. The Company has in place adequate internal financial control system
which ensure orderly and efficient conduct of its business, safeguarding of its assets and
accuracy and completeness of accounting records, timely preparation of reliable financial
informationand various regulatory and statutory compliance
Further, companys internal control system is commensurate with the size, scale and
complexity of its operations. The main thrust of internal audit is to test and review
controls, appraisal of risks with best practices in the industry. The Management with
Audit Committee periodically reviews the Internal Control System and procedure for the
efficientconduct of the business.
RISK MANAGEMENT
The Company operates in conditions where economic environment and social risk are
inherent to its businesses. In managing risk, it is the Companys practice to take
advantage of potential opportunities while managing potential adverse effects.
The various elements of risk which the Directors think, that may threaten the existence
of the Company are:
a) Financial Risk: Financial risk generally arises due to instability and losses in the
financial market caused by movements in stock prices, currencies, interest rates and more.
b) Liquidity Risk: It is the risk that the Company will be unable to meet its financial
commitment to a Bank/Financial Institution in any location, any currency at any point in
time. The risk stemming from the lack of marketability of an investment that cannot be
bought or sold quickly enough to prevent or minimize a loss.
c) Credit Risk: The risk of loss of principal or loss of a financial reward stemming
from a borrowers failure to repay a loan or otherwise meet a contractual obligation. d)
Time Risk: To compensate fornon-receipt of expected inflow of funds.
In line with Listing Regulations and as per the requirement of Section 134(3) (n) of
the Companies Act, 2013 read with the rules made there under, as amended, Board has a
framework for Risk Management to oversee the mitigation o such risks.
REMUNERATION POLICY
The Nomination and Remuneration Policy of the company as mandated under Section 178 (3)
(4) of the Companies Act, 2013 is available on the website of the company
www.mansoontrading.co.in
CORPORATE SOCIAL RESPONSIBILITY
During the year under review the Loss Before Tax is Rs. 785.24 but the average of
previous three Profit Before Tax is Loss Rs. 887.07. Hence there is no payment is required
to be made under.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, your Directors make the
followingstatement and confirm that: -i) in the preparation of the annual accounts forthe
year ended 31 March 2023, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any; ii)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 2023 and of the Loss of the Company foryear ended
on that date; iii)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; iv)the Directors had prepared the Annual Accounts on a going concern
basis; v)the Directors had laid down internal financial controls and that such internal
financial controls are adequate and are operating effectively; and vi)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
CONSOLIDATED FINANCIAL STATEMENTS
The Company has no Subsidiary, Associates or Joint Venture Company, hence Consolidated
Financial Statements of your Company for the Financial Year 2022-23, has not prepared.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formulated a Vigil Mechanism (Whistle Blower Policy) for its directors
and employees of the Company for reporting genuine concerns about unethical practices and
suspected or actual fraud or violation of the code of conduct of the Company pursuant to
the provisions of Section 177 of the Companies Act, 2013 read with the rules made
thereunder. This vigil mechanism shall provide a channel to the employees and Directors to
report to the management, concerns about un-ethical behavior, and also provide foradequate
safeguards against victimization of persons who use the mechanism and also make provision
for direct access to the chairperson of the Audit Committee in appropriate or exceptional.
The practice of the Vigil Mechanism /Whistle Blower Policy is overseen by the Audit
Committee of the Board and no employee has been denied access to the Committee.
The Company will take appropriate action forits resolution. During the year, no whistle
blower event was reported and mechanism is functioning well. The Whistle Blower Policy is
available on the website of the Company -www.mansoontrading.co.in
CODE OF CONDUCT
Companys Board has laid down a Code of Conduct forall the Board Members and Senior
Management Personnel of the Company. The Code of Conduct is available on the Companys
website www.mansoontrading.co.in. All Board Members and Senior Management Personnel have
affirmed compliance with Code of Conduct for Board Members and Senior Management during
the financial year 2022-23. The declaration in this regard has been made by the Management
Director which forms the part of this report as an annexure.
CORPORATE GOVERNANCE
Your company has been proactive in following the principle and practice of good
corporate governance. The Company has taken adequate steps to ensure that the conditions
of Corporate Governance as stipulated in Regulation 27(2)(a) of the Listing Regulations of
the Stock Exchanges are complied with.
A separate statement on corporate governance is annexed as a part of the Annual Report
along with the Secretarial Auditors certificate on its compliance. A report in the form
of Management Discussion and Analysis, pursuant to Regulation 27(2)(a) of the Listing
Regulations, as a part of this report forms a part of the Annual Report. (Annexure 5)
DISCLOUSRE OF SECRETARIAL STANDARD BY DIRECTORS
The company complies with all applicable standards issued by the institute of Company
Secretaries of India. The Directors have devised proper systems to ensure compliance with
the provisions of all applicable Secretarial Standards and that such systems are adequate
and operating effectively.
PREVENTION OF INSIDER TRADING
The Company has adopted the Code of conduct for prevention of Insider Trading with view
to regulate trading in securities by Directors and designated employees of the Company.
The Code of conduct require pre-disclosure for dealing in Companys Shares and prohibit
the purchase or sale of Companys 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 trading window is closed. The Board is responsible for
implementation of the code. All Board of Directors and the designated employees have
confirmed the compliance of code.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees or investments covered under the provisions of
Section 186 of the Companies Act, 2013, if any, are given in the Audited Financial
Statements, wherever applicable.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the nature of activities which are being carried on by the Company, the
particulars as prescribed under Section 134(3)(m) of the Act read with Companies
(Accounts) Rules, 2014 regarding Conservation of Energy and Technology Absorption, and
research and development are not applicable to the Company.
There were no foreign exchange earnings and outgoings during the year under review.
DIRECTORS AND KMP
Mr. Pradeep Kumar Jajodia (DIN -00376220), who is retiring by rotation at this Annual
General Meeting is to be re-appointed. His involvement with the affairsof the Company is
beneficial to the Company as well as Stakeholders.
At the Board Meeting held on 1st March, 2023, Mr. Anil Vitthal Londhe
(DIN-08148557) was appointed as Non-Executive Independent Director and at the
Extra-ordinary General Meeting held on 28th March, 2023, his appointment as
Non-Executive Independent Director was regularized for Five consecutive year upto 29th
February, 2028.
RE-APPOINTMENT OF MANAGING DIRECTOR
Mr. Vikas B. Kulkarni (DIN-08180938) was re-appointed as the Managing Director of the
Company for the period of three year with effectfrom 1st August, 2020 after
obtaining the due approval of the members of the Company in the 35th Annual
General Meeting held on 30.09.2020. Accordingly, the present terms of Mr. Vikas B.
Kulkarni come to an end on 31st July, 2023.
The Board, in its meeting held on 31st August, 2023 on the recommendation of
Nomination and Remuneration Committee, proposed the re-appointment of Mr. Vikas B.
Kulkarni (DIN-08180938) as Managing Director of the Company for further period of
Five-year up to 31st July, 2028 at the ensuing 38th Annual General
Meeting.
Mr. Vikas B. Kulkarni (DIN-08180938) is not disqualified from being re-appointed as
Director or Managing Director in terms of section 164 of the Companies Act, 2013. He has
communicated his willingness and has given his consent to act as Managing Director of the
Company. He satisfies all the conditions as set out in section 196(3) of the said Act and
Part-I of schedule V thereof and hence eligible forre-appointment.
PERFORMANCE/ BOARD EVALUATION
The Nomination and Remuneration Policy of the Company empowers the Nomination and
Remuneration Committee to formulatethe process of evaluating the performanceof Individual
Directors, Committees of the Board and the Board as whole.
The Nomination and Remuneration Committee of the Company also evaluated the performance
of all individual Directors on various parameters such as level of participation of
Directors, preparing themselves well in advance to take active participation at the
meeting(s), level of knowledge and expertise etc.
All the Independent Directors of the Company also had a separate meeting on 9th February,
2023 to review the performanceand evaluation of Non-Independent Directors and Board as a
whole.
The Board after taking into consideration the evaluation as done by Nomination and
Remuneration Committee and by Independent Directors, carried out an annual evaluation of
its own performance and that of its committees and individual Director. The overall
outcome of such evaluation is that the Board, its committees and individual Directors have
performedeffectivelyand satisfactorily
DECLARATION OF INDEPENDENT DIRECTOR
All the Independent Director have confirmed to the Board that they meet the criteria of
Independence as specified under section 149(6) of the Companies Act, 2013 and they qualify
to be an Independent Director pursuant to the Rule 5 of the Companies (Appointment and
Qualification of Directors), Rule 2014. The Independent Directors have also confirmed that
they meet the requirements of "Independent Director as mentioned under Regulation
16(1)(b) of the Listing Regulations.
BOARD MEETINGS
During the year under review the Company held Eight (8) meetings of the Board of
Directors as per Section 173 of Companies Act, 2013 on 5th April 2022, 27th
May 2022, 10th August 2022, 26th August 2022, 14th November
2022, 9th February 2023, 1st March 2023 and 23rd March,
2023
The frequency of board meetings and quorum at such meetings were in accordance with the
Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and
compliances of Secretarial Standards-1 (SS1) on Meeting of the Board of Directors issued
by ICSI. The intervening gap between any two meetings was within the period prescribed by
the Companies Act, 2013, the Listing Regulations and SS-1.
BOARD COMMITTEE -AUDIT COMMITTEE
At the Board Meeting held on 1st March, 2023, Mr. Anil Vitthal Londhe was
appointed as Addition Director (Non-Executive Independent Director and the Constitution of
the Committees were changed by the Board. The Audit Committee under the provision of
Section 177 of Companies Act, 2013 is re-constituted which is as below. Members of the
Audit Committee possess financial/ accounting expertise I exposure. Further, all
the recommendations made by the Audit Committee were duly accepted by the Board of
Directors. The Company Secretary is acting as Secretary of this Committee. The Composition
of Audit Committee as on 31.03.2023 are as under:
| Sr. No. |
Name of the Director |
Position |
Category |
| 1 |
Mr. Suresh Chandra Tapuriah |
Chairman |
Independent Director |
| 2 |
Mr. Anil Vitthal Landhe |
Member |
Independent Director (Appointed wef 01.01.2023) |
| 3 |
Mr. Vikas B. Kulkarni |
Member |
Managing Director |
| 4. |
Mr. Sunil Kumar Daga |
Member |
Ceased to be member wef 1st March, 2023 |
Four meetings of the Audit Committee were held during the financial year 2022-23 on 27th
May 2022, 10th August 2022, 14th November 2022 and 9th February
2023. The accounts and financial positions were perused by the Audit Committee and
thereafter placed beforethe Board for their consideration.
BOARD COMMITTEE -NOMINATION AND REMUNERATION
The Nomination and Remuneration Committee is constituted pursuant to the provisions of
Section 178 of the Companies Act, 2013 and the same was reconstituted with Appointment of
Mr. Anil Vitthal Londhe at the Board Meeting held on 1st March, 2023 as
Non-Executive Independent Director. Members of the Nomination and Remuneration Committee
possess sound expertise I knowledge/ exposure. The Company Secretary of the Company
is the Secretary of this committee
The Composition of Nomination and Remuneration Committee as on 31.03.2023 are as under:
| Sr. No. |
Name of the Director |
Position |
Category |
| 1 |
Mr. Suresh Chandra Tapuriah |
Member |
Independent Director |
| 2 |
Mr. Sunil Kumar Daga |
Member |
Independent Director |
| 3 |
Mr. P. K. Jajodia |
Chairman |
Non-Executive Director |
Three meetings of the Nomination and Remuneration Committee were held during the
financial year 2022-23 on 10th August 2022, 26th August, 2022 and 1st
March, 2023. However, the Nomination and Remuneration policy is available on the
website of the Company www.mansoontrading.co.in
BOARD COMMITTEE -STAKE HOLDERS RELATIONSHIP COMMITTEE
The Stake Holders Relationship Committee is constituted pursuant to the provisions of
Section 178 of the Companies Act, 2013 and the same was re-constituted with Appointment of
Mr. Anil Vitthal Londhe at the Board Meeting held on 1st March, 2023 as
Non-Executive Independent Director. Members of the Nomination and Remuneration Committee
possess sound expertise I knowledge / exposure. The Company Secretary of the
Company is the Secretary of this committee
The Composition of Nomination and Remuneration Committee as on 31.03.2023 are as under:
| Sr. No. |
Name of the Director |
Position |
Category |
| 1 |
Mr. Pradeep Kumar Jajodia |
Chairman |
Non-Executive and Independent Director Non- |
| 2 |
Mr. Sunil Kumar Daga |
Member |
Ceased to be Non-Executive |
|
|
|
Independent Director with |
|
|
|
effectfrom 01.03.2023 |
| 3 |
Mr. Vikas B. Kulkarni |
Member |
Executive Director and Non- Independent Director |
| 4 |
Mr. Anil V. Londhe |
Member |
Non-Executive and Non- Independent Director with effectfrom 01.03.2023 |
Two meetings of the Nomination and Remuneration Committee were held during the
financial year 2022-23 on 27th May 2022 and 26th August, 2022.
AUDITORS:
M/s SKHD & Associate, Chartered Accountants, was re-appointed as Statutory Auditor
at 34th Annual General Meeting held on 30th September, 2019 for
second term of Five years till the conclusion of 39th Annual General Meeting.
The said Auditor has submitted their eligibility certificate to continue as Statutory
Auditor.
AUDITORS REPORT
The observation of the Auditors in their report read with relevant notes on the
accounts, as annexed are self-explanatory and do not call for any further explanation
under section 134(3)(f)(i) of the Companies Act, 2013.
SECRETARIAL AUDITOR
Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made
thereunder, the Company has appointed M/s Girish Murarka & Co., Company Secretaries in
Practice having membership No. 7036 to undertake Secretarial Audit of the Company. The
Secretarial Audit Report forthe financial year 2022-23 as issued by him in the prescribed
Form MR-3 is annexed to this Report as (Annexure 6). The said Secretarial Audit
Report does not contain any qualification, reservation or adverse remark or disclaimer
made by Secretarial Auditor.
INTERNAL AUDITOR
Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the
rules made thereunder the Board of Directors had approved the appointment of M/s Milind P.
Shah, Chartered Accountants, as "Internal Auditor of the company for conducting
Internal Audit for the financial year 2022-23. The Internal Audit Reports for each quarter
were received by the Company and the same were reviewed by the Audit Committee and Board
of Directors.
COST AUDIT
The provisions of Cost Audit as prescribed under section 148 of the Companies Act, 2013
are not applicable to the Company
OTHER DISCLOSURES
Your Company has not issued: -
- Any shares with differentialrights;
- Any sweat equity shares
There are no significant or material orders passed by the Regulators or Courts or
Tribunals which impact the going concern status and Companys operation in future.
There were no material changes and commitments affecting the financial position of your
Company between the end of the financial year and the date of this report.
There was no revision in the financial statements.
Your Company has not received any complaints under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
APPRECIATION
Your Directors express their deep sense of gratitude to the banks, financial
institutions, stakeholders, business associates, Central and State Governments fortheir
co-operation and unstinted support received from them during the year and look forward to
their continued support in future.
For and on behalf of the Board of Directors of Mansoon Trading Company Limited
|
Sd/- |
Sd/- |
|
Vikas B. Kulkarni |
P. K. Jajodia |
| Place: Mumbai |
Managing Director |
Director |
| Date: 31st August, 2023 |
(DIN: 08180938) |
(DIN: 00376220) |
+91-9892691696
