DIRECTOR'S REPORT To, The Shareholders, MATRU-SMRITI TRADERS LTD Your directors have pleasure in presenting the 29th Annual Report of the Company together with the Audited Statement of Accounts for the year ended 31st March, 2015. OPERATIONAL PERFORMANCE AND FUTURE OUTLOOK The Company has incurred a profit of Rs. 41.14lac during the year as compared to Rs. 0.77 lac in previous year. DIVIDEND: The Board of Directors does not recommend any Dividend for the year under review. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES COMPANIES: The Company does not have any subsidiaries, joint venture & associates Company. ACCEPTANCE OF FIXED DEPOSITS: The Company has not accepted any Fixed Deposits from general public within the purview of Section 73 of the Companies Act, 2013, during the year under review. LOANS, INVESTMENT AND GUARANTEES BY THE COMPANY There is no loan given, investment made, guarantee given or security provided by the Company to any entity under Section 186 of the Companies Act, 2013. Particulars of Investment made/loan given under section 186 of the Companies Act, 2013 are provided in the financial statement. TRANSFER TO RESERVE The Board of Director does not propose to transfer any amount to the reserves. DISCLOSURES UNDER SECTION 134(3)(I) OF THE COMPANIES ACT, 2013 No material changes and commitments which could affect the Company financial position have occurred between the end of the financial year of the Company and the date of this report, except as disclosed elsewhere in this report. DIRECTORS Mr. Ashish Shah who was appointed as an additional director of the Company was re-designated/appointed as the Managing Director of the Company. Mr. J. O. Parikh, Mr. Nandlal Chaturvedi and Mrs. Purvi Mahant were appointed as Non Executive Additional Director on 29th April, 2015 and thereafter they were appointed as Independent Directors in the Extra-Ordinary General Meeting held on 29th May, 2015. Mr. S. K. Pandey and Mr. Alok Bairagra, Non Executive Independent Directors of the Company resigned on 29th April, 2015 from directorship due to their personal reasons. The Directors place on record their appreciation of the contribution made by Mr. S. K. Pandey and Mr. Alok Bairagra to the progress of the Company during their tenure as Director. POLICIES The following policies of the company are attached herewith and marked as Annexure 1, Annexure 2A and Annexure 2B. >Policy on appointment of Directors and Senior Management (Annexure 1) >Policy on Remuneration to Directors' (Annexure 2A) >Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 2B) The Company is managed by well- qualified professionals. All directors are suitably qualified, experienced and competent .The members of the Board of Directors are persons with considerable experience and expertise in Audit, Accounts, Finance, Administration and Marketing. The Company is benefitted by the experience and skills of the Board of Directors. The Independent Directors have made disclosures to the Board confirming that there are no material, financial and/or commercial transactions between them and the company which could have potential conflict of interest with the company at large. DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT None of the Directors are retiring by rotation as the composition of the Board has changed subsequent to change in the control & management of the Company. FAMILIARIZATION OF INDEPENDENT DIRECTORS The details of familiarization programme for Independent Directors have been disclosed on website of the Company. CODES OF CONDUCT The Board of Directors of the Company has laid down two separate Codes of Conduct - one for Directors and another for Senior Management and Employees. It has also adopted Code for Independent Directors as per Schedule IV of the Companies Act, 2013. All Board members including Independent Directors and Senior Management Personnel have affirmed compliance with the respective Codes of Conduct for the year under review. DIRECTORS' INTEREST IN THE COMPANY The Company has not entered into any contracts with companies in which some of the Directors of the Company are interested as director or member. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors has carried out an annual performance evaluation of its own performance and that of the Directors and Committees. The Nomination and Remuneration Committee of the Company recommended Evaluation Policy which was adopted by the Board of Directors. The policy provides for evaluation of the Board, the Committees of the Board and individual Directors, including the Chairman of the Board. The Policy provides that evaluation of the performance of the Board as a whole; Board Committees and Directors shall be carried out on an annual basis. During the year, the first Evaluation cycle was completed by the Company internally which included the Evaluation of the Board as a whole, Board Committees and Directors. The exercise was led by the Chairman of Nomination and Remuneration Committee alongwith an Independent Director. The Evaluation process focused on various aspects of the Board and Committees functioning such as composition of the Board and Committees, experience, performance of duties and governance issues etc. Separate exercise was carried out to evaluate the performance of individual Directors on parameters such as attendance, contribution, independent judgment and guidance and support provided to the management. The results of the Evaluation were shared with the Board, Chairman of respective Committees and individual Directors. COMPOSITION OF BOARD As on the date of this report, the Board Strength consists of in all 4 directors. Out of them, 3 are NonExecutive Independent Directors, and 1 is Managing Director. Further none of the Directors on the Board is a Member of more than 10 Committees or Chairman of more than 5 Committees across all the Companies in which he is a Director. Also necessary disclosures regarding Committee positions in other public Companies have been made to the Company by the Directors at regular intervals. NUMBER OF MEETINGS OF THE BOARD The Board met 7 times during the financial year. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. All the Directors actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time. Notes: (*) includes directorships held in public limited Companies only. Directorships held in Private Companies, Foreign Companies and Companies registered under Section 25 of the Companies Act, 1956 are excluded. (@) includes only positions held in Audit Committee and Shareholders'/ Investor Grievance Committee of the Board of Directors COMMITTEES OF THE BOARD The Board has constituted following Committees of Directors: >Audit Committee, >Nomination & Remuneration Committee, and >Stakeholder's Relationship Committee, > Audit Committee Terms of Reference: The role and terms of reference of Audit Committee covers areas mentioned as per the requirements of section 177 of the Companies Act, 2013, besides other terms as may be referred by the Board of Directors. All the Members of Audit Committee are qualified and having insight to interpret and understand financial statements. The brief terms of reference of the Audit Committee is outlined as under: 1.To select and establish accounting policies. 2.To review the adequacy of the Internal Control System. 3.To review financial statements and Auditor Report thereon. 4.To review the adequacy of the Internal Audit function & reports, reporting structure coverage and frequency of internal audit. 5.To review the findings of any internal investigations by the internal auditors and report the matter to the Board of Directors. 6.To review the Company's financial and risk management policies. 7.To review and monitor Auditors independence and performance and effectiveness of audit process. 8.To approve or any subsequent modification of transactions of the Company with related parties. 9.To scrutinize inter-corporate loans & investments. 10.To do the valuation of undertakings or assets of the Company, wherever it is necessary. 11.To evaluate internal financial controls & risk management systems. 12.To monitor the end use of funds rose through public offers, if any & its related matters. 13.To recommend the Appointment, Remuneration & terms of Appointment of Auditors of the Company. Meetings of the Committee: The Committee met Four times during the financial year 2014-15 on i.e. 29th May, 2014, 11th August 2014, 29th October, 2014 & 10th February, 2015. > Stakeholders Relationship Committee Terms of the Committee: 1.To scrutinize and approve registration of transfer of shares/warrants issued or to be issued. 2.The Shareholders' and Investors' complaints on matters relating to transfer of shares, non receipt of annual report, non-receipt of dividends and matters related thereto. 3.To exercise all power conferred on the Board of Directors under Articles of Association. 4.Attending to investors' queries and complaints regarding transfer, dividend, annual reports, etc. 5.Attending to complaints of Investor routed by SEBI/Stock Exchanges/ RBI. Details of Pending Investor Grievances and Compliance Officer: There were no investor grievances pending for redressal as the end of the financial year and all the queries from the stakeholders were attended to promptly. Further there were no pending transfers for the year under review. Further the details of the Compliance Officer designated for handling of the Investor grievances is provided as under: Name : Pooja Dedhia Address: B-207, Patel Shopping Centre, Chandavarkar Road, Borivali (W), Mumbai - 400 092. Email ID: matrusmriti1985@gmail.com Composition & Meeting The Committee comprises of 2 Non-Executive Independent Directors, namely Mr. S K Pandey (Chairman), Mr. Alok Bairagra & Mr. Sarabjitsingh R Saini (Promoter-Director) as member of the committee. All the above mentioned members have resigned as Directors of the Company, pursuant to change in control & management of the Company. Present members of the Committee are Mrs. Purvi Mahant as the Chairman of the Committee and Mr. J. O. Parikh - Independent Director and Mr. Ashish Shah - Executive Director. > Nomination & Remuneration Committee: Terms of the Committee The Committee was renamed as Nomination & Remuneration Committee and the terms of reference of the said committee has been revised in order to align with the provisions of Companies Act, 2013. No Stock option has been allotted to any of the Directors during the financial year 2014-2015. The terms of reference of Committee broadly includes identifying & selection of candidates for appointment as Directors/Independent Director based on certain laid down criteria; performing all such functions as are required to be performed by the Committee with regard to such matters as specified under section 178 of the Companies Act, 2013. It formulate the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy relating to the remuneration for the Directors, key managerial personnel and other employees. While reviewing the Company's remuneration policies and deciding on the remuneration, the Board and the Committee considers the performance of the Company, the current trends in the industry, the qualifications of the appointee, their experience, past performance, responsibilities shouldered by them, the statutory provisions and other relevant factors. . The Committee also ensures that the level & composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the Company successfully. The Committee also ensures that the relationship of remuneration to performance is clear and meets appropriate performance benchmark. The Committee also ensures that the remuneration to directors, key managerial personnel & senior management involves a balance between fixed & incentive pay reflecting short & long term performance objectives appropriate to the working of the Company & its goals. None of the Executive or Non-Executive Directors has been paid remuneration during the year 20142015. Composition The composition of the Remuneration Committee is Mr. S K Pandey (Chairman), Mr. Alok Bairagra & Mr. Sarabjitsingh R Saini (Promoter-Director) as member of the as member of the committee. All the above mentioned members have resigned as Directors of the Company, pursuant to change in control & management of the Company. Present members of the Committee are Mrs. Purvi Mahant as the Chairman of the Committee and Mr. J. O. Parikh - Independent Director and Mr. Nandlal Chaturvedi - Independent Director. During the financial year ended 31st March, 2015 no Remuneration Committee meeting was held. Disclosures: •Materially significant Related Party Transactions: •The details of transactions with the related parties are tabled before the audit committee on a quarterly basis. The register of contracts containing the transactions in which the Directors are interested was placed regularly before the board. There were no pecuniary transactions directly with the independent / Non-Executive Directors, other than the payment of remuneration. The details of transactions between the Company and the related parties are given under Notes to the Financial Statement for the year ended 31st March, 2015.The Board has approved a policy for related party transactions which has been uploaded on the Company website. •The Company has followed the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable. •The Company has adopted the Code of Ethics and Business principles for the members of Board and senior management personnel. •The Company has adopted a 'Code of Conduct for Prevention of Insider Trading ("the Code") in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and its subsequent amendment. The code expressly lays down the guidelines and the procedure to be followed and disclosures to be made, while dealing with shares of the Company and cautioning them on the consequences of non-compliance thereof. Further, we affirm that no personnel have been denied access to the Audit Committee. Employees can report to the Management concerned regarding unethical behavior, act or suspected fraud or violation of the Company's Code of Conduct Policy. •The Company has ensured that the person who is being appointed as an Independent Director has the requisite qualifications and experience which would be of use to the Company and which in the opinion of the Company would enable him to contribute effectively to the Company in his capacity as an Independent Director. •The Company has complied with all requirements of regulatory authorities. No penalties/strictures were imposed on the Company by Stock Exchanges/SEBI or any other statutory authority on any matter related to Capital market. Declarations by Independent Director Pursuant to the provisions of Sub-Section (7) of Section 149 of the Companies Act, 2013, the Company has received individual declarations from all the Independent Directors confirming that they fulfill the criteria of independence as specified in Section 149(6) of the Companies Act, 2013. As per Section 149 of the Companies Act, 2013, Independent Directors shall hold office for a term up to five consecutive years on the board of a company, but shall be eligible for re-appointment for another term up to five years on passing of a special resolution by the company and disclosure of such appointment in Board's Report. Further Section 152 of the Act provides that the Independent Directors shall not be liable to retire by rotation in the Annual General Meeting ('AGM') of the Company. DIRECTOR'S RESPONSIBILITY STATEMENT Pursuant to the requirement clause (c) of sub-section (3) of Section 134 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)they 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)they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d)they have prepared the annual accounts on a going concern basis; (e)they 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)they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. RELATED PARTY TRANSACTIONS All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Further there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All Related Party Transactions are placed before the Audit Committee as also the Board of Directors for approval. The policy on Related Party Transactions as approved by the Board has been uploaded on the Company's website. The form AOC-2 is annexed herewith as Annexure 3. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. AUDITORS a. Statutory Auditor's The Company's Auditors, M/s. H. K. Dedhia & Associates, Chartered Accountants, Mumbai gave their resignation due to which there was casual vacancy in the Company. The Board proposed that M/s. Paresh Rakesh & Associates, Chartered Accountants, Mumbai, be appointed as the Statutory Auditors of the Company to fill the casual vacancy and they had also obtained the consent from them. Thereafter at the Extra Ordinary General Meeting held on 29th May, 2015, M/s. Paresh Rakesh & Associates were appointed as Statutory Auditors of the Company from that Extra Ordinary General Meeting till the conclusion of this Annual General Meeting. Hence these Auditors are retiring at the ensuing Annual General Meeting but are eligible for reappointment. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed thereunder for reappointment as Auditors of the Company. b.Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. S. K. Pandey, Company Secretary in Practice to undertake the Secretarial Audit of the Company. AUDITORS AND SECRETARIAL AUDITORS REPORT The auditors' report and secretarial auditors' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an Annexure 4 which forms part of this report. MARKET SHARE PRICE DATA There has been no trading at BSE Limited during the financial year 2014-15. MEANS OF COMMUNICATION: The Quarterly, Half-Yearly and Annual Financial Results of the Company are forwarded to BSE Limited immediately upon its approval by the Board of Directors and are simultaneously published in leading newspapers in English and Marathi (regional language). In accordance with the Listing Agreement requirements, data pertaining to Shareholding Pattern, Quarterly Financial Results and Other Details are forwarded to the Stock Exchange. During the year under review, no presentation was made to the institutional investors or analysts. SHARE TRANSFER SYSTEM: Presently the Share Transfer documents received by the Company's Registrar and Transfer Agents in physical form are processed, approved and dispatched within a period of 5 to 15 days from the date of receipt, provided the documents received are complete and the shares under transfer are not under dispute. For expeditious processing of share transfers, the Board of Directors of the Company has authorized the Compliance Officer, to decide on various issues like transfers/transmission of securities in physical form, change in status of share holders and confirmation of dematerialization. SEBI COMPLAINTS REDRESS SYSTEM (SCORES) SEBI vide circular dated 3rd June, 2011 introduced SCORES, i.e., SEBI Complaints Redress System the system of processing of investors complaints in a centralized web based complaints redress portal known as 'SCORES'. The salient features of this system are: centralized database of all Complaints, online upload Action Taken Reports (ATRs) by concerned Companies and online viewing by investors of action taken on the complaints and its current status. The Company is registered with SEBI under the SCORES system. ISIN NO. The Company's Demat International Security Identification Number (ISIN) for its equity shares in NSDL and CDSL is INE 365O01010. OUTSTANDING GDRS/ ADRS: The Company has not issued any GDRs/ADRs. RECONCILIATION OF SHARE CAPITAL AUDIT A practicing Company Secretary carries out reconciliation of share capital audit, on half-yearly basis to reconcile the total admitted capital with NSDL & CDSL and total issued and listed capital. The audit confirms that the total issued/paid up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL & CDSL. NOMINATION Individual Shareholders holding shares singly or jointly in physical form can nominate a person in whose name the shares shall be transferable in case of death of the registered shareholder(s).Nomination facility in respect of shares held in electronic form is also available with the depository participants as per the bye-laws and business rules applicable to NSDL and CDSL. Nomination form SH-13 ([Pursuant to section 72 of the Companies Act, 2013 and rule 19(1) of the Companies (Share Capital and Debentures) Rules 2014] can be obtained from the Company's Registrar and Share Transfer Agent. It is also available on Public domain. CORPORATE GOVERNANCE Clause 49 of the Listing Agreement with the Stock Exchanges regarding Corporate Governance is not applicable to the Company, as its paid-up capital & net worth is below the prescribed limit of SEBI, however the Company has adopted all relevant sections, which are applicable to it as per Companies Act, 2013. DIRECTOR'S CERTIFICATE A Certificate from the Director in respect of the Financial Statements forms part of the Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges in India, is not applicable to the Company. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONS AND FOREIGN EXCHANGE EARNINGS AND OUTGO: The information relating to the conservation of energy, technology absorption foreign exchange earnings and outgo under provisions of 134(3)(m) of the Companies Act, 2013 is not applicable to the Company, considering the nature of its business activities. Further the Company has not earned nor spends foreign exchange during the year under review. RISK MANAGEMENT The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. PARTICULARS OF EMPLOYEES: None of the employees of the Company is in receipt of remuneration prescribed under Section 197 (12) of the Companies Act, 2013, read with the Companies (Particulars of Employees) Rules, 1975. Thus furnishing of particulars under the Companies (Particulars of Employees) Rules 1975 does not arise. EXTRACT OF ANNUAL RETURN Pursuant to Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return is annexed herewith and forming part of the report. (Annexure - 5) CORPORATE SOCIAL RESPONSIBILITY The Section 135 of the Companies Act, 2013 regarding Corporate Social Responsibility Committee is not applicable to the Company as the Net Profit of the Company is below the threshold limit prescribed by the Companies Act, 2013. PRESENTATION OF FINANCIAL STATEMENTS The financial statements of the Company for the year ended 31st March, 2015 have been disclosed as per Schedule III to the Companies Act, 2013. STATUTORY DISCLOSURES A copy of audited financial statements of the said Companies will be made available to the members of the Company, seeking such information at any point of time. A cash flow statement for the year 20142015 is attached to the Balance Sheet. Pursuant to the legislation 'Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013' introduced by the Government of India, the Company has a policy on Prevention of Sexual Harassment at workplace. There was no case reported during the year under review under the said policy. 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. The Company has a Fraud Risk and Management Policy to deal with instances of fraud and mismanagement, if any. The FRM Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern. A high level Committee has been constituted which looks into the complaints raised. The Committee reports to the Audit Committee and the Board. 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 Company's 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. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has put in place an adequate system of internal financial controls with respect to the financial statement and commensurate with its size and nature of business which helps in ensuring the orderly and efficient conduct of business. No reportable material weakness in the operation was observed. M/s. V. P. Sharma & Co. - Chartered Accountants is the Internal Auditor of the Company, appointed on 25th June, 2015. CHANGE IN CAPITAL STRUCTURE OF THE COMPANY The Company has allotted 12,00,000 Equity Shares of Rs. 10each at Rs.110each to Mr. Abhishek Bansal on Preferential basis on 20th August, 2015 for which the Company has also obtained in principle approval for issue of shares from BSE and approval from Shareholders through Postal Ballot. Mr. Abhishek Bansal has also entered with Share Purchase Agreement with M/s. Shreeji Corporation Solutions and Trade Private Limited for purchase of 1 lac equity shares. The above transactions has triggered open offer for which Mr. Abhishek Bansal has filed necessary documents with SEBI. The Authorised and paid up Capital of the Company has been increased from Rs.1cr to Rs.2cr and from 5437220 to 17437220 respectively. LISTING FEES Your company shares are listed on Bombay Stock Exchange Ltd., the listing fees for the year 2015-2016 have been paid to the stock exchange. The company has been complying with all the conditions require to be complied with in the listing agreement. ACKNOWLEDGEMENTS The Directors place on record their appreciation for co-operation and support extended by the Government, Banks, Shareholders, and Customers for their continued support extended to the Company at all times. The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year. By Order of the Board For Matru-Smriti Traders Limited Ashish Shah Managing Director DIN:06701501 J. O. Parikh Director DIN: 6875567 Place: Mumbai Date: August 28, 2015 |