UTTAR PRADESH TRADING COMPANY LIMITED DIRECTORS REPORT

Transcription

1 To The Shareholders, UTTAR PRADESH TRADING COMPANY LIMITED DIRECTORS REPORT Your Directors have pleasure in presenting their Sixty Fifth Annual Report on the performance of your company along with the Audited Accounts of the Company for the year ended 31 st March, Financial Results : Rs. The Statement of Profit & Loss shows a profit of 3,52,69,818 To which is added : Balance brought forward from the previous year 16,66,08,912 Making a total of 20,18,78,730 Out of this provisions has been made for - Reserve Fund 70,55,000 Balance to be carried forward 19,48,23, Dividend: Your Directors have not recommended any dividend. 4. Capital: During the year under review, there has been no change in the capital base of the Company which comprised of 16,36,24,995 fully paid Equity Shares of Re. 1 each. 5. State of Company s Affairs and Future Outlook The performance of the Company depends upon a host of factors. Although the Company is continuously trying to overcome various market risks and other external factors involved in its progress, the performance of the Company has improved thereby resulting in improving the profit during the year. 6. Material Changes Affecting the Financial Position of the Company No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate on the date of this report.

2 7. Details of significant & material orders passed by the regulators or courts or tribunals No significant & material order has been passed by regulator or court or tribunal against the Company. 8. Directors & Key Managerial Personnel The Company has in all 5 (five) Directors with considerable professional experience in divergent areas connected with corporate functioning. Out of these 5 (five) Directors, 3 (three) are Independent Non-Executive Directors, one Managing Director and a Non-Executive Chairperson. Mrs Nandini Nopany will be retire by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment as Director of the Company. Mrs Nopany is proposed to be re-appointed as Director and will be liable to retire by rotation. The Independent Directors have confirmed and declared that they are not disqualified to act as an independent director in compliance with the provisions of section 149 of the Companies Act, 2013 and the Board is also of the opinion that independent directors fulfills all the conditions specified in the Companies Act, 2013 to making them eligible to act as Independent Director. Information relating to Director retiring by rotation is provided separately in the Notice of Annual General Meeting of the Company. All Directors have confirmed compliance with the provisions of section 164 of the Companies Act, Audit Committee The Audit Committee was constituted on 22 nd March, 2001 and the Committee now comprises of Mr. Dilip Patodia as Chairman, Mrs Nandini Nopany and Mr Sunil Choraria as Member. During the year one meeting was held in which all members were present. The Company also has in place a vigil mechanism named Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. 10. Nomination and Remuneration Committee In accordance with the Section 178 of the Companies Act, 2013 the Remuneration Committee was constituted on 13 th March, 2015 and the Committee now comprises of Mr Ishwari Prosad Singh Roy, Mr Dilip Patodia and Mr Sunil Choraria as Member. 11. Remuneration Policy The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Committee has also framed criteria for performance evaluation of every director and accordingly has carried out the performance evaluation.

3 12. Meetings A calendar of Meetings is prepared and circulated in advance to the Directors. During the year under review four Board Meetings were held on 27 th April, 2015, 10 th August, 2015, 13 th October, 2015 and 2 nd February, 2016 respectively. Audit Committee Meeting was held on 27 th April, The intervening gap between the Meetings was within the period prescribed under the Companies Act, Directors Responsibility Statement To the best of our knowledge and belief and according to the information and explanations obtained, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013 : a) that in the preparation of the annual accounts for the financial year ended 31 st March, 2015 the applicable accounting standards had been followed along with proper explanations relating to material departures; if any; b) that 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 at the end of the financial year and of the profit of the Company for that period; c) that 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) that the Directors had prepared the annual accounts on a going concern basis. e) that the Directors had laid out internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively. f) that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively. 14. Auditors, Audit Qualifications And Board s Explanations Statutory Auditors The Auditors, M/s. S S Kothari & Co., Chartered Accountants, Centre Point, 21, Old Court House Street, Kolkata having Firm Registration No E allotted by The Institute of Chartered Accountants of India (ICAI) retires as Auditor of your Company at the ensuing Annual General Meeting (AGM) and have confirmed their eligibility and willingness to accept the office of Auditors, if re-appointed. Your Company has obtained a written consent form Messrs S.S. Kothari & Co., Chartered Accountants to the effect that their appointment, if made, will be within the limits specified under Section 139 and 141 of the Companies Act, 2013 and are eligible for re-appointment. The Board, on the recommendation of the Audit Committee, proposed that Messrs S S Kothari & Co., Chartered Accountants, be re-appointed as the

4 Statutory Auditors of the Company for the period beginning the conclusion of the ensuing Annual General Meeting of the Company and ending on the conclusion of the Annual General Meeting to be held next thereafter. The Auditors' Report is self explanatory and does not require any further clarification/ explanations. 15. Fixed Deposits The Company has not accepted any deposits from the public and as such there are no outstanding fixed deposits in terms of Companies (Acceptance of Deposit Rules) Investor Education And Protection Fund Pursuant to the provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has/shall uploaded the details of unpaid and unclaimed amounts lying with the Company on the website of the Ministry of Corporate Affairs No amount was lying unpaid required to be deposited in the Investor Education and Protection Fund. 17. Particulars Of Employees There was no employee in the Company who was in receipt of remuneration as required to be disclosed under section 197 read with Rule, 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, Energy Conservation, Technology Absorption And Foreign Exchange Earning & Outgo As the Company has no manufacturing activity the provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company. There was no foreign exchange inflow or Outflow during the year under review. 20. Internal Control The Company has in place an established internal control system designed to ensure proper recording of financial and operational information and compliances of various internal controls and other regulatory and statutory compliances, commensurate with the size, scale of its operations. The Audit Committee reviews the effectiveness of internal controls and compliance controls, financial and operational risks from time to time to Strengthen the system. 21. Risk Management Policy Your company recognizes the importance of risk management, and has invested in people, process and technologies to effectively mitigate the same. 22. Loans, Guarantee and Investments The Company is primarily a NFBC registered with Reserve Bank of India and engaged in investment of its funds in shares, debentures, bonds, etc of joint stock companies/different mutual fund schemes and interoperate/other deposits with Indian companies and nationalized banks, etc. In compliance with section 186 of the Companies Act, 2013, loans to employees, if any, bear applicable interest rates.

5 The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. 23. Related Party Contracts / Arrangements There are no any related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large and as such disclosure pursuant to Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of the Companies Accounts Rules, 2014 is not applicable. However, Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions. 24. Corporate Social Responsibility (CSR) Policy The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility is not applicable to the Company. 25. Details of Subsidiary, Joint Venture or Associates The Company does not have any Subsidiary, Associate or Joint Venture Company. 26. Extract of Annual Return The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure A. 27. Acknowledgement Your Directors wish to place on record their appreciation for the services rendered to the Company by its employees and shareholders. Your Directors also wish to express their sincere thanks to and bankers and other lenders for their continued co-operation and assistance. For and on behalf of the Board Kolkata Dated: 27 th April, 2016 Sd/- Sd/- Nandini Nopany Chandra Shekhar Nopany Chairperson Managing Director DIN DIN

6 I. REGISTRATION AND OTHER DETAILS CIN Form No. MGT-9 EXTRACT OF ANNUAL RETURN as on the financial year ended on 31 st March, 2016 [Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] U51109WB1951PLC Registration Date Name of the Company UTTAR PRADESH TRADING COMPANY LIMITED Category / Sub-Category of the Company Company limited by shares, Indian Non-Government Company ANNEXURE A Address of the Registered office and contact details 9/1 R N Mukherjee Road, Kolkata Tel No : Whether listed company Yes / No No Name, Address and Contact details of Registrar and Transfer Agent, if any N A II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY All the business activities contributing 10 % or more of the total turnover of the company shall be stated:- Sl. No. Name and Description of main products / services NIC Code of the Product/ service 1 Non Banking Finance Company % % to total turnover of the company III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate Sl No 1 UPPER GANGES SUGAR & INDUSTRIES LIMITED % of shares held Applicable Section L15421UP1932PLC Holding 100 % 2(46)

7 IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity ) i) Category-wise Shareholding Category of Shareholders No. of Shares held at the beginning of the year No. of Shares at the end of the year % change during the year Demat Physical Total % change % of Total % of Total Demat Physical Total during the Shares Shares year Promoter and Promoter Group Indian Individuals/Hindu Undivided Family Central Government/State Government(s) Bodies Corporate Financial Institutions/Banks Any Other (Total) Sub-Total (A)(1) Foreign Individuals (Non-Resident Individuals/Foreign Individuals) Bodies Corporate Institutions Qualified Foreign Investor Any Other (Total) Sub-Total (A)(2) Total Shareholding of Promoter and Promoter Group (A)= (A)(1)+(A)(2) Public shareholding - Institutions - Mutual Funds/UTI Financial Institutions/Banks Central Government/State

8 Government(s) Venture Capital Funds Insurance Companies Foreign Institutional Investors Foreign Venture Capital Investors Qualified Foreign Investor Any Other (Total) Sub-Total (B)(1) Non-institutions Bodies Corporate Individuals - i. Individual Shareholders Holding Nominal Share Capital Up To >Rs. 1 Lakh Individuals - ii. Individual Shareholders Holding Nominal Share Capital In Excess Of Rs Lakh Qualified Foreign Investor Clearing Member Directors/Relatives Foreign Company Foreign National HUF Non Resident Indians (Non Repat)l Non Resident Indians (Repat) Office Bearers Trust Sub-Total (B)(2) Total Public Shareholding (B)= (B)(1)+(B)(2) TOTAL (A)+(B) Shares held by Custodians and against which Depository Receipts have been issued Promoter and Promoter Group Public

9 GRAND TOTAL (A)+(B)+(C) ii) Shareholding of Promoters Shareholders Name Shareholding at the beginning of the year Shareholding at the end of the year % change No of Shares % of total shares of the Company % of shares pledged/ encumbered to total shares No of Shares % of total shares of the Company % of shares pledged/ encumbered to total shares in shareholding during the year UPPER GANGES SUGAR & INDUSTRIES LIMITED iii) Change in Promoters Shareholding Shareholding at the beginning of the year Cumulative Shareholding during the year UPPER GANGES SUGAR & INDUSTRIES LIMITED No of Shares % of total shares of the Company No of Shares % of total shares of the Company At the beginning of the year Changes during the year NO CHANGE DURING THE YEAR At the end of the year (iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): For Each of the Top Ten Shareholders Shareholding at the beginning of the year No of Shares % of total shares of the Company Shareholding at the end of the year No of Shares % of total shares of the Company 1 NOT APPLICABLE (v) Shareholding of Directors and Key Managerial Personnel: For Each of the Directors and KMP Shareholding at the beginning of the year Cumulative Shareholding during the year

10 Mr Dilip Patodia No of Shares % of total shares of the Company No of Shares % of total shares of the Company At the beginning of the year Changes during the year At the end of the year For Each of the Directors and KMP Shareholding at the beginning of the year Cumulative Shareholding during the year Mr Sunil Choraria No of Shares % of total shares of the Company No of Shares % of total shares of the Company At the beginning of the year Changes during the year At the end of the year V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment Indebtedness at the beginning of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Total (i+ii+iii) Change in Indebtedness during the financial year Addition

11 Reduction Net Change Indebtedness at the end of the financial year i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not Total (i+ii+iii) VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Sl No. Particulars of Remuneration Mr Chandra Shekhar Nopany Total Amount Lacs 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, Stock Options 3 Sweat Equity 4 Commission - As % of profit - As others specify 5 Others please specify Total (A) NIL NIL B. Remuneration to other Directors: 1. Independent Directors

12 Sl No. Particulars of Remuneration Mr Ishwari Prosad Singh Fee for attending Board/Committee Meetings Name of Director Total Amount Mr Dilip Patodia Mr Sunil Choraria Commission Others, please specify Total B (1) NIL NIL NIL NIL 2. Other Non-Executive Directors Sl No. Particulars of Remuneration Mrs Nandini Nopany Total Amount Fee for attending Board/Committee Meetings Commission Others, please specify Total B (2) NIL NIL Total (B) = (B)(1)+(B)(2) NIL NIL C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD Sl No. Particulars of Remuneration Total Amount 1 Gross salary (a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income-tax Act, Stock Options 3 Sweat Equity 4 Commission - As % of profit - As others specify 5 Others please specify Total (A) NIL NIL NIL

13 VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Type Section of the Companies Act A. COMPANY Penalty Punishment Compounding B. DIRECTORS Penalty Punishment Compounding C. OTHER OFFICERS IN DEFAULT Penalty Punishment Compounding Brief Description Details of Penalty / Punishment/ Compounding fees imposed None None None Authority[RD / NCLT/ COURT] Appeal made, if any(give Details) For and on behalf of the Board Kolkata Dated: 27 th April, 2016 Sd/- Sd/- Nandini Nopany Chandra Shekhar Nopany Chairperson Managing Director DIN DIN

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