PH Trading Ltd Directors Report.

To,

The Members

Your Directors have pleasure in presenting their 34th Annual Report on the business and operations of the Company and the Audited accounts for the Financial Year ended March 31,2016.

Financial Results

Current F.Y. Previous F.Y.
2016 (Rs) 2015 (Rs)
Profit during the Year (1235279) 2655344
Add:-Previous Year Balance 2.4512504 22480077
23277225 25135421
Less: Provision for taxation 635000
Income tax for Earlier years (4022)
Deffered Tax 107546 (76579)
Transitional Depreciation 68518
Balance Transferred to Balance Sheet 23169679 24512504

2. Dividend

Your directors has not recommended any dividend for the financial year ended 31st March 2016.

3. Brief description of the Companys working during the vear/State of Companys affair The profit of the Company has decrease due to bad debts of debtors of Rs. 9993143/-

4. Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report

No material changds occurred during the period of event occurring after the balance sheet date.

5. Details of significant and material orders passed by the regulators or courts or tribunal impacting the going concern status and companys operations in future

No such orders passed by the regulators or courts or tribunal.

6. Details in respect of adeguacv of internal financial controls with reference to the Financial Statements.

Your directors are pleased to inform you that the companys internal financial controls are suitably designed to provide reasonable assurance that the companys financial statements are reliable and prepared in accordance with the provisions of law.

7. DEPOSITS

The company has never accepted any deposits and as such absolves itself of any compliance H) this behalf.

8. Auditors

At the 32nd annual general meeting held on 21st August 2014, the members approved Reappointment of M/s Salarpuria and Partners, Chartered Accountants of 7, Chittaranjan Avenue, Kolkata-72, the statutory Auditors of the company(Registration No 302113E) to hold office from the conclusion of the 32nd Annual general meeting until the conclusion of the 37th Annual general meeting,(subject to

ratification of the appointment by the members, at every Annual general meeting held after the 32nd Annual general meeting) on such remuneration as may be fixed by the Board, apart from reimbursement of out of pocket expenses as may be incurred by them for the purpose of Audit.

In accordance with section 139 of the Act,Members are requested to ratify the appointment of the Auditors for the balance term to hold office from conclusion of the 34th Annual general Meeting till the conclusion of the 37th Annual general meeting and M/s M.B. Agarwal & Co. Chartered Accountants of 204, Mhatre pen building senapati Bapat Marg, Mumbai-28 branch auditors, M/s. Kataruka & Co. Chartered Accountants of P-44, Rabindra Sarani, Kolkata-700001, internal Auditors of the company retire and are eligible and agreeable for reappointment.

9. Extract of the annual return

FORM NO. MGT9 EXTRACT OF ANNUAL RETURN

As on financial year ended on 31.03.2016

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

I. REGISTRATION & OTHER DETAILS:

1. CIN L51109WB1982PLC035011
2. Registration Date 25.06.1982
3. Name of the Company PH TRADING LTD.
4. Category/Sub-category of the Company PUBLIC LIMITED COMPANY.
5. Address of the Registered office . & contact details 113, PARK STREET,B-BLOCK, 1 0th FLOOR, KOLKATA-700 016.PHONE: 4067 5050, FAX: 4067 5049.
6. Whether listed company YES.
7. Name, Address Contact details of the Registrar & Transfer Agent if any. NICHE TECHNOLOGIES PVT. LTD., D-511, BAGREE MARKET, 71, B. R. B. BASU ROAD,, KOLKATA- 700 001.PHONE: 2235 7270/7271,2234 3576. FAX: 22156823.

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY (Ail the business activities contributing 10 % or more of the total turnover of the company shall be stated)

. Name and Description of main products / services NIC Code of the Product/service % to total turnover of the company
1 SUGAR N.A 82.6%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES -

All the business activities contributing 10 % or more of the total turnover of the company shall be stated:-

Namear,_ C ^cription of main pr. jets/services NIC Code of the Product/service /. to total

turnover of the company

N.A. N.A. N.A.
N.A. N.A. N.A.
/ N.A. N.A. N.A.

III. VI. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total

Equity)

Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginnin of the year [As on 31 -March-2015]

No. of Shares held at the end of the year[As on 31-March-2016]

% Change during the year
A. Promoters Demat Physical Total %of Total Shares Demat Physical Total %of Total Shares
(1) Indian
a) Individual/ HUF 290550 200 290750 60.57 290550 200 290750 60.57 No Change
b) Central Govt
c) State Govt(s) —-
d) Bodies Corp. 24200 24200 5.04 24200 24200 5.04 No Change .
e) Banks/ FI —- — .
f) Any other —- — .
Total shareholding of Promoter (A) I 314750 200 314950 65.61 314750 200 314950 65.61 No Change
B. Public Shareholding
1. Institutions
a) Mutual Funds
b) Banks / FI
c) Central Govt
d) State Govt(s) .
e) Venture Capital Funds
f) Insurance Companies
g) Fils —-
h) Foreign Venture Capital Funds
i) Others (specify)
Sub-total

(B)(1):-

2. NonInstitutions
a) Bodies Corp.
i) Indian
ii) Overseas
b) Individuals
i) Individual shareholders holding nominal share capital upto Rs.1 lakh 44010 121040 165050 34.39 44010 121040 165050 34.39 No

Change

ii) Individual shareholders holding nominal share capital in excess of Rs 1 lakh
c) Others (specify)
Non Resident Indians
Overseas Corporate Bodies
Foreign Nationals
Clearing

Members

Trusts
Foreign Bodies - DR
Sub-total

(B)(2):-

44010 121040 165050 34.39 44010 121040 165050 34.39 No

Change

Total Public

Shareholding

(B)=(B)(1)+

(B)(2)

Change

358760 121040 480000 100.00 358760 121040 480000 100.00 No
C. Shares held by Custodian forGDRs & ADRs
Grand Total (A+B+C) 358760 121040 480000 100.00 358760 i 121040 480000 100.00 No

Chanae

B) Shareholding of Promoter-

Shareholders Name

Shareholding at the beginning of the year

Shareholding at the end of the year

% change in shareholding during the year
No. of Shares % of total Shares of the company %of Shares Pledged / encumberei to total shares No. of Shares 1 %of total Shares of the company

%of Shares Pledged / encumbered to total shares

1 PRAKASH HIMATSINGKA 45810 9.54 0.00 45810 9.54 0.00 No Change
2 PRAKASH HIMATSINGKA 22900 4.77 0.00 22900 4.77 0.00 No Change
C/O.PRAKASH CHANDRA VIKRAM KUMAR(HUF)
3 MADHURI HIMATSINGKA 47600 9.92 0.00 47600 9.92 0.00 No Change
4 VIKRAM HIMATSINGKA 46000 9.58 0.00 46000 9.58 0.00 No Change
5 ADITI HIMATSINGKA 49710 10.36 0.00 49710 10.36 0.00 No Change
6 RAVI SHANKAR JHUNJHUNWALA 200 0.04 0.00 200 0.04 0.00 No Change
7 AVISHEK HIMATSINGKA 49650 10.34 0.00 49650 10.34 0.00 No Change
8 ANURADHA HIMATSINGKA 28580 5.95 . 0.00 28580 5.95 0.00 No Change
9 HIMATSINGKA CHEMICALS PVT. LTD. 200 0.04 0.00 200 0.04 0.00 No Change
10 VARIABLE PLAZA PVT.LTD. 24000 5.00 0.00 24000 5.00 0.00 No Change
11 AJIT KUMAR BHUWALKA 300 0.06 0.00 300 0.06 0.00 No Change

C) Change in Promoters Shareholding (please specify, if there is no change)

Particulars

Shareholding at the beginning of the year

Cumulative Shareholding during the year

No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year Date wise Increase / Decrease in 314950 65.61 314950 65.61
Promoters Shareholding during the year specifying the reasons for increase / decrease (e.g. allotment /transfer / bonus/ sweat equity etc ): No Change No Change
At the end of the year 314950 65.61 314950 65.61

D) Shareholding-Pattern of top ten Shareholders:

(Other than Directors, Promoters and Holders of GDRs and ADRs):

For Each of the Top lOShareholders

Shareholding at the beginning of the year

Cumulative Shareholding during theyear .

No. of shares % of total shares of the company No. of shares % of total shares of the company
1 BASUDEO PRASAD YADUKA
At the beginning of the year 23200 4.83 23200 4.83
Date wise Increase / Decrease in
Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No Change No Change
At the end of the year . 23200 4.83 23200 4.83
2 GHANSHYAM DAS YADUKA
At the beginning of the year Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 21400 No Change 4.17 21400 No Change 4.17
At the end of the year 21400 4.17 21400 4.17
3 HITESH KR.PODDAR
At the beginning of the year 18000 3.75 18000 3.75
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No Change No Change
At the end of the year 18000 3.75 18000 3.75
4 VIVEK KUMAR PODDAR
At the beginning of the year Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for 18000 3.75 18000 3.75
increase/decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No Change No Change
At the end of the year 18000 3.75 18000 3.75
5 CHITTARMAL AGARWAL
At the beginning of the year Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 10000 No Change 2.08 10000 No Change 2.08
At the end of the year 10000 2.08 10000 2.08
6 BASANT KR.PODDAR
At the beginning of the year Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 9000 No 1.88 9000 No 1.88
Change Change
At the end of the year 9000 1.88 9000 1.88
7 KUSUM PODDAR
At the beginning of the year Date wise Increase / Decrease in 9000 1.88 9000 1.88
Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No Change No Change
At the end of the year 9000 1.88 9000 1.88
8 RANI AGARWAL
At the beginning of the year 6000 1.25 6000 1.25
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No Change No Change
At the end of the year 6000 1.25 6000 1.25
9 AVINASHYADUKA
At the beginning of the year 23710 4.94 23710 4.94
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the end of the year No Change 23710 4.94 No Change 23710 4.94
10 B.P.YADUKA (HUF)
At the beginning of the year 20000 4.17 20000 4.17
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer / bonus/ sweat equity etc): At the end of the year No Change 20000 4.17 No Change 20000 4.17
TOTAL 158310 32.70 158310 32.70

E) Shareholding of Directors and Key Managerial Personnel:

Shareholding of each Directors and each Key Managerial Personnel

Shareholding at the beginningof the year

Cumulative Shareholding during theyear

No. of shares % of total shares of the company No. of shares % of total shares of thecompany
1 PRAKASH HIMATSINGKA
At the beginning of the year 45810 9.54 45810 9.54
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer / bonus/ sweat equity etc.): No

Change

No

Change

At the end of the year 45810 9.54 45810 9.54
2 AVISHEK HIMATSINGKA
At the beginning of the year 49650 10.34 49650 10.34
Date wise Increase / Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (e.g. allotment/ transfer / bonus/ sweat equity etc.): No No

 

Change Change
At the end of the year 49650 10.34 49650 10.34
V) INDEBTEDNESS -Indebtedness of the Company including interest outstanding/accrued but not due for payment.
Secured Unsecured Deposits Total
Loans

excluding

deposits

Loans Indebtedness
Indebtedness at the beginning of the financial year
i) Principal Amount 35046574 132646934 0 167693510
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 14584616 0 14584616
Total (i+ii+iii) 35046574 147231550 0 . 182278126
Change in Indebtedness during the financial year
* Addition 2937174 0 0 2937174
* Reduction 25000000 81241906 0 -106241906
Net Change 22062826 81241906 0 -103304732
Indebtedness at the end of the financial year
i) Principal Amount 12983748 55882486 0 68866234
ii) Interest due but not paid 0 0 0 0
iii) Interest accrued but not due 0 10107158 0 10107158
Total (i+ii+iii) 12983748 65989644 0 78973392

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL-

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

. Particulars of Remuneration

Name of MD/WTD/ Manager

Total/
1 Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 0 0 0 0 0
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0 0 0 0 0
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 0 0 0 0 0
2 Stock Option 0 0 0 0 0
3 Sweat Equity 0 0 0 0 0
4 Commission- as % of profi t- others, specify... 0 0 0 0 0
5 Others, please specify 0 0 0 0 0
Total (A) Ceiling as per the Act 0 0 0 0 0

 

B. Remuneration to other directors
Particulars of Remuneration

Name of Directors

Total Amount
1 Other Non- ExecutiveDirectors Amar chand Agarwal
Fee for attending board committee meetings 1500 1500
Commission 0
Others, please specify 0
Total (1) 1500 1500
2. Independent Directors Arati
Trivedi
Fe.e..for attending board committee meeting 500 500
Commission 0
Others, please specify 0
Total (2) 500 500
3 Other Non-Executive Avishek
Directors Himatsingka
Fee for attending board committee meetings 1500 0 1500
Commission 0 0 0
Others, please specify (salary) 0 0
Total(3) 1500 1500
Total (B)=(1+2) 3500 3500
Total ManagerialRemuneration 3500 3500
Overall Ceiling as per the Act

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD / MANAGER / WTD

SN Particulars of Remuneration Key Managerial Personnel

CEO CS Executive Total

Directors

1 Gross salary 0 0

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 0 0 1157689 1157689
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961 0 0 327884 327884
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 0 0 7300 7300
2 Stock Option 0 0 0 0
3 Sweat Equity 0 0 0 0
4 Commission 0 0 0 0
- as % of profit 0 0 N.A. N.A.
PBTAND REMUNERATION others, specify...

5 Others, please specify

0 0 0 0
Total 0 0 1492873 1492873

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the

Companies

Act

Brief

Description

Details of Penalty / Punishment/ Compounding fees imposed Authority

[RD/NCLT/

COURT]

Appeal made,if any (give Details)
A. COMPANY NIL
Penalty
Punishment
Compounding
B. DIRECTORS NIL
Penalty
Punishhnent
Compounding
C. OTHER OFFICERS IN DEFAULT NIL
Penalty
Punishment
Compounding

10. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Your company has no activity relating to conservation of energy and Technology absorption. The company does not have any foreign exchange earnings but company has foreign exchange outgo through import of chemicals.

11. Directors:

A) Changes in Directors and Key Managerial Personnel

No such changes of Directors or Key Managerial Personnel durincfthe financial year.

B) Declaration by an Independent Director(S) and re- appointment, if any

Mr. Avishek Himatsingka D irectorof the company retires by rotation and is eligible to offer himself for reappointment.

C) Formal Annual Evaluation

Time to time board of directors evaluate their own performance through comparison with each other and take decisions of evaluation on annual basis.

12. Number of meetings of the Board of Directors

The board of directors of the company met seven times during the financial year ended on 31-032016 .

13. Audit Committee Audit Committee:

The members of the Committee met adequate number of times during the relevant period {1st April 2015-31st March 2016).

The terms of reference of the Audit Committee :

The role and terms of reference of the Audit Committee covers areas mentioned under Clause-49 of the Listing Agreement, besides other terms as may be referred by the Board of Directors.

The Terms of reference includes :

* Review of the Companys financial reporting systems, and its financial statements.

* Review of accounting and financial policies and practices.

* Review of the internal control and internal audit systems.

* Review of risk management policies and practices.

* Compliance with accounting standards, stock exchange and other legal requirement.

* Related party transactions that may have potential conflict with the interest of the Company.

* And generally, all items, listed in Clause-49 IID of the listing agreement

14. Nomination and Remuneration Committee

Nomination and remuneration committee takes the decision i.e. by mutual consent, discussion , interview, awareness program etc.

15. Particulars of contracts or arrangements with related parties:

Related party transactions details mentioned in audited balance sheet in Note 27 Point No. 11 and properly authorized by the board of the company.

16. Managerial Remuneration:

The Company paid Rs. 80000 p.m. and perquisites to Mr. Prakash Himatsingka and Rs. 15000 p.m. to Mr. Ashok Jhanwar and prescribed sitting fees to the Directors.

Pecuniary relationshipor transaction between Non-Executive Directors and Company:

The Company did not have any pecuniary relationship with any of the Non-Executive Directors and also did not enter into any transaction with Non-Executive Directors.

Details relating to employee as follows:-

Name salary (P.M.)
1. TusharDave Rs.14100
2. RamdeoAgarwal Rs. 15000
3. K.R. Ranjan Rs.4000
4. Sudhir Kedari Rs.9280

17. Secretarial Audit Report (Applicable to Listed Company and every public company having a paid-up share capital of fifty crore rupees or more or every public company having a turnover of two hundred fifty crore rupees or more)