DIRECTORS' REPORT To The members Hem Holdings & Trading Limited, Mumbai, 1. Your directors are pleased to present their 33rd Annual Report and Accounts of your Company for the year ended on 31st March, 2015. 2. PERFORMANCE REVIEW & STATE OF THE COMPANY'S AFFAIRS: The total income for the financial year 2014-15 is Rs.13.99 lacs as against Rs.13.55 lacs for the year 2013-14. The profit before tax is Rs.8.64 lacs and profit after tax is Rs.6.84 lacs for the year under review against the profit before tax of Rs.9.86 lacs and profit after tax of Rs.7.81 lacs for the year 2013-14 respectively. Your Directors feel that the prospects for the current year are much favorable as compared to the year under review. The Company has expansion plans and is making all efforts cope up with the market situations and increase the operations. The Company continues to perform at the low level though there is a marginal increase in income for the year under review. To cut the ice, a radical change policy is being formulated and the results for the current year will be better. 3. DIVIDEND: In order to conserve funds of the Company, for future growth, the Board of Directors regrets that no dividend is being recommended for the year under review. 4. THE PROPOSED AMOUNTS TO CARRY TO ANY RESERVES The profit earned during the year has been transferred to Reserves & Surplus which stand at Rs. 56,86,755.69. 5. BOARD OF DIRECTORS: In accordance with the provisions of the Companies Act Shri Ketan M. Shah, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Your Directors recommend his appointment. Director's report with regret Smt. Prabha M. Shah ceased to be Director on account of her death. Shri Shamji Moolji Shah & Shri H. C. Shah resigned from the Board of Directors due their personal reasons. Directors place on record valuable services rendered by them during their tenure of association with the Company. During the year Shri Pankaj Sachdeva and Shri Mehul Nisar joined the Board of Directors as Independent Directors. The Company has received declarations from all the Independent Directors of the Company confirming the status of their Independence. 6. DISCLOSURE OF DIRECTORS' REMUNERATION As per Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, no remuneration has been paid to any of the Directors of the Company. 7. MATERIAL CHANGES AND COMMITMENTS. IF ANY. AFFECTING THE FINANCIAL POSITION OF THE COMPANY No material changes and commitment occurred since the conclusion of the financial year. 8. COMPLIANCE WITH RBI GUIDELINES Your company has adopted "Fair practices Code" and complied and continues to comply with all the applicable regulations, circulars and guidelines issued by the RBI for every NBFC Company from time to time. 10.DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed:- a. In the preparation of the annual accounts for the year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures; b. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31st March, 2105 and of the profit and loss of the company for that period; c. 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; d. The directors had prepared the annual accounts on a going concern basis; e. The directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 11. CONSERVATION OF ENERGY. TECHNOCLOGY & FOREIGN EXCHANGE: The Company is not a manufacturing Company and as such no provisions of Conservation of Energy, Technology Absorption under Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are attracted. It is further stated that there was no inflow and outgo of foreign exchange. 12. PUBLIC DEPOSITS: The Company did not accept any deposit within the meaning of Section 73 of the Companies Act, 2013 and the Rules made there under. There are no small depositors in the company. 13.CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has implemented several best corporate governance practices as prevalent globally. The report on Corporate Governance (Annexure-lJ as stipulated under the Listing Agreement forms an integral part of the Report. The requisite certificate from the auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance [Annexure-2]. 14.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES Your Company did not enter into any contracts or arrangements during the financial year with related parties. Form AOC-2 as required under the Companies (Accounts) Rules, 2014 is attached as Annexure-3. 15.RISK MANAGEMENT POLICY OF THE COMPANY The Company constantly manages monitors and reports on the principal risk and uncertainties that can have an impact on the Company. Your directors keep a close watch on the risk prone areas and take actions from time to time. The Company does not have any insurable assets. However, the policy of the Company is to keep insured all insurable assets to keep them adequately insured against risks and uncertainties like fire, riot, earthquake, terrorism, loss of profit, etc. 16. INTERNAL FINANCIAL CONTROL The Company has an adequate Internal Control System, commensurate with its size, scale and operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. During the year no reportable material weakness in the design or operation were observed. 17.AUDITORS: M/s Agrawal & Shukla & Co., Chartered Accountants, who are the Statutory Auditors of the Company, hold office until the ensuing Annual General Meeting. It is proposed to re-appoint them for the financial year 2015-16. Under Section 139(2) of the Companies Act, 2013, they have furnished the certificate of their eligibility for re-appointment. 18.AUDITOR'S REPORT: There are no qualifying remarks by the auditors in their report. The notes to the accounts are self explanatory and do not require any further explanations. 19. EXTRACT OF ANNUAL RETURN Extract of Annual return of the Company is annexed herewith as an Annexure-4 to this report. 20. COMMITTEES a. Audit Committee The Company has duly constituted an Audit Committee under the chairmanship of Shri Pankaj Sachdeva, an Independent Director of the Company with Shri Mehul Nisar and Smt. Sangeeta K. Shah as co-members. b. Nomination and Remuneration Committee The Company has duly constituted a Nomination and Remuneration Committee under the chairmanship of Shri Ketan M. Shah, a Director of the Company with Shri Pankaj Sachdeva and Shri Mehul Nisar as co-members. Company has developed a Nomination and Remuneration policy (Annexure-5) which form the part of the Report. c. Investors Grievances Redressal Committee The Company has duly constituted a Nomination and Remuneration Committee under the chairmanship of Shri Pankaj Sachdeva, an Independent Director with Shri Ketan M. Shah and Smt. Sangeeta K. Shah as co-members. d. Vigil Mechanism: As per Section 177 (9) & (10) of the Companies Act, 2013 and Clause 49 of the Listing agreements with the Stock Exchanges Company has established a Vigil Mechanism for Directors and employees to report genuine concerns. 21 .PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTS Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note No. 6 to the Financial Statements. 22.MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT Management's 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 presented in Annexure - 6. 23.PARTICULARS OF EMPLOYEES There was no employee receiving remuneration attracting provisions of section 134(3) (q) of the Companies Act, 2013 read with Rule 5(2) & (3) of rules The Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014. 24. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:- a. Company is not covered under Section 135(2) of the Companies Act, 2013. Hence, no disclosure regarding Corporate Social Responsibility is required under the said section or applicable rules. b. Issue of equity shares with differential rights as to dividend, voting or otherwise. c. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report. d. There is no involvement of any subsidiary. e. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGEMENT: Your Directors wish to place on record their appreciation of the assistance and cooperation extended of the Company by banks, employees, members and all other persons. For and on behalf of the Board [Ketan M. Shah) DIRECTOR Place: Bhilai Date : 13th June 2015 |