Alora Trading Company Limited · 4 Dinesh Chauhan Independent Director COMMITTEE AUDIT COMMITTEE 1...

Alora Trading Company Limited Annual report 2016-2017

2017

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CONTENTS

• Corporate Information

• Notice

• Board’s Report

• Annexure to Board’s Report

• Management Discussion and Analysis Report

• Report on Corporate Governance

• Auditors’ Certificate on Corporate Governance

• Certification on Financial Statements

• Independent Auditor’s Report

• Balance Sheet

• Profit and Loss Account

• Cash Flow Statement

• Notes to Accounts

• Significant Accounting Policies

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CORPORATE INFORMATION

CIN- L70100MH1982PLC296275 SCRIP CODE – 539693 SCRIP ID- ALORA BOARD COMPOSITION

1 Veepul Gohill Executive Director 2 Bhavna Kesur Non-Executive Director 3 Rajendra Jadhav Independent Director 4 Dinesh Chauhan Independent Director

COMMITTEE

AUDIT COMMITTEE

1 Rajendra Jadhav Chairman

2 Dinesh Chauhan Member

3 Veepul Gohill Member

AUDITORS

Statutory Auditor

M/s. Tejas Nadkarni & Associates

24, 2nd Floor, Xth Central Mall,

Near D Mart, Mahavir Nagar

Kandivali (W)

Mumbai-400067

Secretarial Auditors

Nomita Verma

2/22, 2nd Floor,

Ashok Nagar,

Kolkata-700040

Internal Auditor

M/s. J.L. Gandhi & Co

53, 2nd Floor, 45/49,

Balkrishna Society,

Kalbadevi Road,

Mumbai-400002

NOMINATION AND REMUNERATION COMMITTEE



3 Bhavna Kesur Member

STAKEHOLDERS RELATIONSHIP COMMITTEE



3 Veepul Gohill Member

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REGISTRAR & TRANSFER AGENT

Skyline Financial Services Pvt. Ltd

D-153A, 01st Floor,

Okhla Industrial Area, Phase - I,

New Delhi - 110020.

BANKERS

Axis Bank REGISTERED ADDRESS

Shop No.37, Rock Avenue,

E Plot, Hindustan Naka,

Kandivali (w),

Mumbai - 400067

www.aloratradingltd.com [email protected] 022-65172555

http://www.aloratradingltd.com/

mailto:[email protected]

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NOTICE

Notice is hereby given that the Annual General meeting of Alora Trading Company Limited for FY

2016-17 will be held on Saturday, 30th September, 2017 at 10.00 a.m. at the Registered office of the

Company situated at Shop no. 37, Rock Avenue E Plot, Hindustan Naka, Kandivali (W), Mumbai-

400067 to transact the following:

ORDINARY BUSINESS:

1. To receive, consider and adopt the Financial Statement of the Company for the Financial Year

2016-17 ended on 31st March, 2017 including audited Balance Sheet as at 31st March, 2017, the

Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and the

report of Board of Directors and Auditors thereon.

2. Appointment of Statutory Auditor

To consider and if thought fit, to pass with or without modification(s), the following resolution

as an Ordinary Resolution:

“RESOLVED THAT pursuant to provisions of Section 139, 142 and other applicable provisions of

the Companies Act, 2013, if any, read with the Companies (Audit & Auditors) Rules, 2014,

including any statutory enactment or modification thereof, M/s. Tejas Nadkarni & Associates,

Chartered Accountants, (Firm Registration No. 135197W), be and are hereby appointed as the

Statutory Auditors of the Company to conduct Audit and hold office for financial year 2017-18

to financial year 2019-20 subject to ratification of the appointment by the members held at

every Annual General Meeting, at a remuneration to be decided by the Board of Directors in

consultation with the Auditors.

RESOLVED FURTHER THAT any of the Director(s) of the Company be and hereby authorized to

do all such act deeds and things which are necessary to give effect to the aforesaid resolution”.

SPECIAL BUSINESS:

3. Regularization of Appointment of Mr. Veepul Gohill (DIN: 05322517) as an Executive Director:



"RESOLVED THAT pursuant to the provisions of Section 160 and 161 including rules made

thereunder and other applicable provisions (including any modification or re-enactment

thereof), if any, of the Companies Act, 2013, Mr. Veepul Gohill (DIN: 05322517) who was

appointed as an Additional Director in the meeting of the Board of Directors held on 14th

February, 2017 whose term expires at the ensuing Annual General Meeting of the

company and for the appointment of whom the Company has received a notice in writing

proposing his candidature for the office of the Director be and is hereby appointed as an

Executive Director of the Company.

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RESOLVED FURTHER THAT any of the directors of the Company be and are hereby severally

authorized to do all the acts, deeds and things which are necessary to give effect to the above

said resolution.

4. Regularization of Appointment of Mrs. Bhavna Kesur (DIN:07726094) as a Non-Executive

Director:





thereof), if any, of the Companies Act, 2013, Mrs. Bhavna Kesur (DIN: 07726094) who was

appointed as an Additional Director in the meeting of the Board of Directors held on 14th

February, 2017 whose term expires at the ensuing Annual General Meeting of the

company and for the appointment of whom the Company has received a notice in writing

proposing his candidature for the office of the Director be and is hereby appointed as a Non-

Executive Director of the Company.



said resolution.

5. Regularization of Appointment of Mr. Rajendra Jadhav (DIN: 07726096) as an Independent

Director:





thereof), if any, of the Companies Act, 2013, Mr. Rajendra Jadhav (DIN: 07726096) who was

appointed as an Additional Director in the meeting of the Board of Directors held on 20th April,

2017 whose term expires at the ensuing Annual General Meeting of the company and for the

appointment of whom the Company has received a notice in writing proposing his candidature

for the office of the Director be and is hereby appointed as a Non-Executive Independent

Director of the Company, not liable to retire by rotation for a period of five (5) years w.e.f. 30th

September, 2017.



said resolution.

6. Regularization of Appointment of Mr. Dinesh Chauhan (DIN: 07726085) as an Independent

Director:





6

thereof), if any, of the Companies Act, 2013, Mr. Dinesh Chauhan (DIN: 07726085) who was

appointed as an Additional Director in the meeting of the Board of Directors held on 20th April,

2017 whose term expires at the ensuing Annual General Meeting of the company and for the

appointment of whom the Company has received a notice in writing proposing his candidature

for the office of the Director be and is hereby appointed as a Non-Executive Independent

Director of the Company, not liable to retire by rotation for a period of five (5) years w.e.f 30th

September, 2017.



said resolution.

7. Regularization of Appointment of Mr. Veepul Gohill (DIN: 05322517) as Managing Director:

To consider and, if thought fit, to pass, with or without modifications the following resolution as

an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of sections 196, 197, 203 and other applicable

provisions, if any, of the Companies Act, 2013 and subject to such other approvals as may be

necessary, the Company hereby approves the appointment of Mr. Veepul Gohill (DIN:

05322517) as Managing Director of the Company for a period of five years with effect from 14th

February, 2017 on the terms and conditions of appointment and remuneration as contained in

the draft agreement, a copy whereof for the purpose of identification is placed before the

meeting, and the Board of Directors be and are hereby authorized to alter and vary such terms

of appointment and remuneration so as to not exceed the limits specified in Schedule V to the

Companies Act, 2013.



said resolution”

8. Approval to deliver document through a particular mode as may be sought by the member:

To consider and if thought fit, to pass with or without modifications the following resolution as

an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 20 of the Companies Act 2013 and

other applicable provisions, if any, of the said Act and relevant rules prescribed there under,

whereby a document may be served on any member by the company by sending it to him by

post or by registered post or by speed post or by courier or by electronic or other mode as may

be prescribed, the consent of the company be and is hereby accorded to charge from the

member the fee in advance equivalent to the estimated actual expenses of delivery of the

documents, pursuant to any request made by the shareholder for delivery of such document to

him, through a particular mode of services mentioned above provided such request along with

requisite fee has been duly received by the Company at least one week in advance of the

dispatch of document by the company and that no such request shall be entertained by the

company post the dispatch of such document by the company to the shareholder.

RESOLVED FURTHER THAT the estimated fees for delivery of the document shall be paid by the

member in advance to the Company, before dispatch of such document.

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RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Key

Managerial Personnel of the Company be and are hereby severally authorized to do all such

acts, deeds, matters and things as they may in their absolute discretion deem necessary,

proper, desirable or expedient and to settle any question, difficulty, or doubt that may arise in

respect of the matter aforesaid, including determination of the estimated fees for delivery of

the document to be paid in advance.”

9. Adoption of New Articles of Association of the Company:

To consider and, if thought fit, to pass with or without modifications the following resolution as

a Special Resolution:

“RESOLVED THAT pursuant to Section 14 and all other applicable provisions of the Companies

Act, 2013 read with the Companies (Incorporation) Rules, 2014 (including any statutory

modification(s) or re-enactment thereof, for the time being in force) consent of the members

be and is hereby accorded to adopt the new set of Articles of Association, as set out in the draft

and placed before the meeting for the purpose of identification, in substitution of the existing

Articles of Association of the Company.

RESOLVED FURTHER THAT for the purpose of giving effect to this Resolution, the Board of

Directors be and is hereby authorised to do all acts, deeds, matters and things as it may, in its

absolute discretion, deem necessary or desirable that may arise in this regard.”

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(2) OF THE COMPANIES ACT, 2013

Item No. 3

Regularization of Mr. Veepul Gohill (DIN: 05322517) as an Executive Director:

The Board at its meeting held on 14th February,2017, appointed Mr. Veepul Gohill (DIN: 05322517)

as an Additional Director with effect from that Board meeting pursuant to Section 161 of the

Companies Act,2013. Hence, Mr. Veepul Gohill (DIN: 05322517) will hold office up to the date of the

ensuing Annual General Meeting.

The Company has received consent in writing to act as director in Form DIR-2 and intimation in Form

DIR-8 pursuant to Rule 8 of the Companies (Appointment and Qualifications of Directors) Rules,

2014, to the effect that he is not disqualified under sub- section (2) of Section 164 of the Companies

Act, 2013.

The Board considers that Mr. Veepul Gohill’s association would be of immense benefit to the

Company and it is desirable to avail his services as Director. Accordingly, the Board recommends the

resolution Nos. 3, in relation to appointment of Mr. Veepul Gohill, as Director, for the approval by

the shareholders of the Company.

Except Mr. Veepul Gohill, none of the Directors and Key Managerial Personnel of the Company or

their relatives is concerned or interested financially or otherwise, in the resolution set out in item

No. 3.

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Item No. 4

Regularization of Mrs. Bhavna Kesur (DIN: 07726094) as a Non- Executive Director:

The Board at its meeting held on 14th February,2017, appointed Mrs. Bhavna Kesur (DIN: 07726094)

as an Additional director with effect from that Board meeting pursuant to Section 161 of the

Companies Act,2013. Hence, Mrs. Bhavna Kesur (DIN: 07726094) will hold office up to the date of

the ensuing Annual General Meeting.




Act, 2013.

The Board considers that Mrs. Bhavna Kesur’s association would be of immense benefit to the


resolution Nos. 4, in relation to appointment of Mrs. Bhavna Kesur as a Director, for the approval by


Except Mrs. Bhavna Kesur, none of the Directors and Key Managerial Personnel of the Company or


No. 4

Item No. 5

Regularization of Mr. Rajendra Jadhav (DIN: 07726096) as an Independent Director:

The Board at its meeting held on 20th April, 2017, appointed Mr. Rajendra Jadhav (DIN: 07726096) as

an Additional director with effect from that Board meeting pursuant to Section 161 of the

Companies Act,2013. Hence, Mr. Rajendra Jadhav (DIN: 07726096) will hold office up to the date of





Act, 2013.

The Board considers that Mr. Rajendra Jadhav’s association would be of immense benefit to the


resolution Nos. 5, in relation to appointment of Mr. Rajendra Jadhav as a Director, for the approval

by the shareholders of the Company.

Except Mr. Rajendra Jadhav, none of the Directors and Key Managerial Personnel of the Company or


No. 5.

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Item No. 6

Regularization of Mr. Dinesh Chauhan (DIN: 07726085) as an Independent Director:

The Board at its meeting held on 20th April, 2017, appointed Mr. Dinesh Chauhan (DIN: 07726085) as

an Additional director with effect from that Board meeting pursuant to Section 161 of the

Companies Act,2013. Hence, Mr. Dinesh Chauhan (DIN: 07726085) will hold office up to the date of





Act, 2013.

The Board considers that Mr. Dinesh Chauhan’s association would be of immense benefit to the


resolution No. 6, in relation to appointment of Mr. Dinesh Chauhan as a Director, for the approval by


Except Mr. Dinesh Chauhan none of the Directors and Key Managerial Personnel of the Company or


No. 6

Item No. 7

The Board, pursuant to the recommendation of the Nomination and Remuneration Committee,

proposes to appoint Mr. Veepul Gohill as the Managing Director of the Company for a period of five

years w.e.f. 14th February, 2017.

He has excellent grasp and thorough knowledge and experience in Financial Management, Strategic

Management and Business Oversight. Considering his knowledge of various aspects relating to the

Company’s affairs, the Board of Directors is of the considered opinion that for smooth and efficient

running of the business, the services of Mr. Veepul Gohill, should be available to the Company as a

Managing Director

Your Directors recommend passing the Ordinary Resolution as set out in the notice.

None of the Directors, Key Managerial Personnel or their relatives, except Mr. Veepul Gohill, are

concerned / interested in this resolution.

The draft agreement between the Managing Director and Company setting out the terms of

appointment is available for inspection at the Registered Office of the Company on any working day

during business hours.

Item No. 8

As per the provisions of Section 20 of the Companies Act, 2013, a member may request for any

document through a particular mode, for which the member shall pay such fees as may be

determined by the Company in its annual general meeting. Since the cost of providing documents

may vary according to the mode of service, weight and its destination etc., therefore it is proposed

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that actual expenses borne by the Company for such dispatch will be paid in advance by the member

to the Company.

None of the Directors of the Company, Key Managerial Personnel or their relatives respectively is in

any way concerned or interested in the proposed resolution.

Item No. 9

The existing Articles of Association (AOA) are based on the Companies Act, 1956 and several

regulations in the existing AOA contain references to specific sections of the Companies Act, 1956

and some regulations in the existing AOA are no longer in conformity with the Act. With the coming

into force of the Act, several regulations of the existing AOA of the Company require alteration or

deletions in several articles. Given this position, it is considered expedient to replace wholly the

existing AOA by a new set of Articles. The new AOA to be substituted in place of the existing AOA are

based on Table ‘F’ of the Act which sets out the model articles of association for a company limited

by shares.

NOTES:

1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING (AGM) IS

ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND THE

PROXY NEED NOT BE A MEMBER OF THE COMPANY. The instrument appointing the proxy, in

order to be effective, must be deposited at the Company’s registered office duly completed and

signed not less than 48 hours before the meeting.

2. Proxies submitted on behalf of Limited Companies, societies etc., must be supported by

appropriate resolutions / authority, as applicable. A person can act as a proxy on behalf of

members not exceeding 50 and holding in the aggregate not more than 10% of the total share

capital of the Company. In case a proxy is proposed to be appointed by a member holding more

than 10% of the total share capital of the Company carrying voting rights, then such proxy shall

not act as a proxy for any other person or shareholder.

3. The Company has notified closure of Register of Members and Share Transfer Books from

Sunday, 24th September, 2017 to Saturday, 30th September, 2017 (both days inclusive).

4. Corporate members intending to send their authorized representatives to attend the Meeting

are requested to send to the Company a certified copy of the Board Resolution authorizing their

representative to attend and vote on their behalf at the Meeting.

5. In case of joint holders attending the Meeting, the members whose name appears as the first

holder in the order of names as per the Register of members of the Company will be entitled to

vote.

6. All the documents referred to in the accompanying Notice are open for inspection at the

Company’s Registered office on all working days of the Company between 10.00 a.m. to 1.00

p.m. up to the date of the Annual General Meeting except Saturday and Sundays and public

Holidays

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7. The Ministry of Corporate Affairs, New Delhi (MCA) has taken a “Green Initiative” by permitting

paperless compliance by Companies vide its Circular No.17/2011 dated 21.04.2011 and Circular

No.18/2011 dated 29.04.2011 after considering certain provisions of the Information

Technology Act, 2000 and has clarified that the service of documents by a Company can be

made through electronic mode instead of sending physical copy of document(s). In case, you

desire to receive the aforesaid documents in electronic mode in lieu of physical mode, kindly

update your E-mail id with RTA.

8. Members holding shares in physical form are requested to consider converting their holding to

dematerialized form to eliminate all risks associated with physical shares and for ease of

portfolio management. Members can contact the Company or RTA for assistance in this regard.

9. Members are advised to register/update their address, e-mail addresses to their DPs in case of

shares held in electronic forms and to the Company’s RTA in case of shares held in physical form

for receiving all communications, including Annual Report, Notices, Circulars, etc. from the

Company.

10. Members seeking any information with regard to the Accounts are requested to write to the

Company at an early date so as to enable the management to keep the information ready at the

Annual General Meeting.

11. The Notice of the AGM along with the Annual Report 2016-17 is being sent by electronic mode

to those members whose e-mail addresses are registered with the Company / Depositories,

unless any member has requested for a physical copy of the same.

12. Entry to the venue will be strictly regulated by the attendance slip which is annexed to the

proxy form. Members are requested to produce the attendance slip duly signed along with

photo identity proof i.e. PAN Card / Driving licence / Passport Copy etc. at the entrance of

venue.

13. Members, who hold shares in:

Multiple De-mat accounts and/or

One or more folios in physical form are advised to consolidate their holdings in single De-

mat account.

14. Members are requested to correspond with RTA for all matters relating to shareholding in the

Company.

15. Members please note that as a measure of economy, copies of the Annual Report will not be

distributed at the Annual General Meeting of the Company.

16. Members holding shares in physical form and desirous of making a nomination in respect of

their shareholdings in the Company, as permitted under Section 72 of the Companies Act, 2013

read with Rule 19 of Companies (Share Capital and Debentures) Rules, 2014, may fill SH-13

(Nomination Form) and send the same to the office of RTA of the Company. In case of shares

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held in dematerialized form, the nomination / change in nomination should be lodged with their

DPs.

17. In compliance with the provisions of Section 108 of the Companies Act, 2013 and the rules

framed thereunder and the Regulation 44 of SEBI (Listing Obligations and Disclosure

Requirements) Regulation, 2015, the members are provided with the facility to cast their vote

electronically, through the e-voting services provided by National Securities Depository Limited

(NSDL) on all the resolutions set forth in this AGM Notice. In order to enable its members, who

do not have the access to e-voting facility, to cast their assent or dissent in writing, a Ballot

Form would be circulated at the meeting for members to cast their votes. Instructions for e-

voting are given here in below.

18. The members who have cast their vote by remote e-voting prior to the meeting may also attend

the meeting but shall not be entitled to cast their vote again.

19. Members can opt for only one mode of voting, i.e., either by Ballot Form or e-voting. In case

Members cast their votes through both the modes, voting done by e-voting shall prevail and

votes cast through Ballot Form shall be treated as invalid.

20. The Instructions for e-voting are as under:

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the

Companies (Management and Administration) Rules, 2014 as amended by the Companies

(Management and Administration) Amendment Rules, 2015 and SEBI Listing Regulations, 2015,

the Company is pleased to provide members facility to exercise their right to vote on

resolutions proposed to be considered at the Annual General Meeting (AGM) by electronic

means and the business may be transacted through e-Voting Services. The facility of casting the

votes by the members using an electronic voting system from a place other than venue of the

AGM (“remote e-voting”) will be provided by National Securities Depository Limited (NSDL).

II. The facility for voting through ballot paper shall be made available at the AGM and the

members attending the meeting who have not cast their vote by remote e-voting shall be able

to exercise their right at the meeting through ballot paper.

III. The members who have cast their vote by remote e-voting prior to the AGM may also attend

the AGM but shall not be entitled to cast their vote again.

IV. The remote e-voting period begins on Wednesday, 27th September, 2017 (9:00 am IST) and

ends on Friday, 29th September, 2017 (5:00 pm IST). During this period members’ of the

Company, holding shares either in physical form or in dematerialized form, as on the cut-off

date of 23rd September, 2017 may cast their vote by remote e-voting. The remote e-voting

module shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by

the member, the member shall not be allowed to change it subsequently.

V. The process and manner for remote e-voting are as under:

A. In case a member receives an email from NSDL [for members whose email IDs are registered

with the Company/Depository Participants(s)] :

i. Open email and open PDF file viz; “remote e-voting.pdf” with your Client ID or Folio No. as

password.

ii. The said PDF file contains your user ID and password/PIN for remote e-voting. Please note

that the password is an initial password.

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iii. Launch internet browser by typing the following URL: https://www.evoting.nsdl.com

iv. Click on Shareholder – Login

v. Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

vi. Password change menu appears. Change the password/PIN with new password of your

choice with minimum 8 digits/characters or combination thereof. Note new password. It is

strongly recommended not to share your password with any other person and take utmost

care to keep your password confidential.

vii. Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

viii. Select “EVEN” of “Alora Trading Co Ltd”.

ix. Now you are ready for remote e-voting as Cast Vote page opens.

x. Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm”

when prompted.

xi. Upon confirmation, the message “Vote cast successfully” will be displayed.

xii. Once you have voted on the resolution, you will not be allowed to modify your vote.

xiii. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send

scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority letter etc.

together with attested specimen signature of the duly authorized signatory(ies) who are

authorized to vote, to the Scrutinizer through e-mail to [email protected] with a copy

marked to [email protected].

B. In case a Member receives physical copy of the Notice of AGM [for members whose email

IDs are not registered with the Company/Depository Participants(s) or requesting physical

copy] :

i. Initial password is provided as below/at the bottom of the Attendance Slip for the AGM:

EVEN (Remote e-voting Event Number) USER ID PASSWORD/PIN

107819

ii. Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

VI. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for members and

remote e-voting user manual for members available at the download section of

www.evoting.nsdl.com or call on toll free no.: 1800-222-990.

VII. If you are already registered with NSDL for remote e-voting then you can use your existing user

ID and password/PIN for casting your vote.

VIII. You can also update your mobile number and e-mail id in the user profile details of the folio

which may be used for sending future communication(s).

IX. The voting rights of members shall be in proportion to their shares of the paid up equity share

capital of the Company as on the cut-off date of 23rd September, 2017

X. Any person, who acquires shares of the Company and has become member of the Company

after dispatch of the notice and holding shares as of the cut-off date i.e. Saturday, 23rd

https://www.evoting.nsdl.com/


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September, 2017, may obtain the login ID and password by sending a request at

[email protected] or Issuer/RTA.

XI. However, if you are already registered with NSDL for remote e-voting then you can use your

existing user ID and password for casting your vote. If you forgot your password, you can reset

your password by using “Forgot User Details/Password” option available on

www.evoting.nsdl.com or contact NSDL at the following toll free no.: 1800-222-990.

XII. A member may participate in the AGM even after exercising his right to vote through remote e-

voting but shall not be allowed to vote again at the AGM.

XIII. A person, whose name is recorded in the register of members or in the register of beneficial

owners maintained by the depositories as on the cut-off date only shall be entitled to avail the

facility of remote e-voting as well as voting at the AGM through ballot paper.

XIV. Mr. Mayank Arora & Co, Practicing Company Secretaries, have been appointed as the Scrutinizer

for providing facility to the members of the Company to scrutinize the voting and remote e-

voting process in a fair and transparent manner.

XV. The Scrutinizer shall after the conclusion of voting at the general meeting, will first count the

votes cast at the meeting and thereafter unblock the votes cast through remote e-voting in the

presence of at least two witnesses not in the employment of the Company and shall make, not

later than three days of the conclusion of the AGM, a consolidated scrutinizer’s report of the

total votes cast in favour or against, if any, to the Chairman or a person authorized by him in

writing, who shall countersign the same and declare the result of the voting forthwith.

XVI. The Results declared along with the report of the Scrutinizer shall be placed on the website of

the Company www.aloratradingltd.com immediately after the declaration of result by the

Chairman or a person authorized by him in writing. The results shall also be immediately

forwarded to the BSE Limited, Mumbai.

By Order of the Board of Directors For Alora Trading Company Limited

Sd/- Veepul Gohill

Executive Director DIN: 05322517

Date: 7th September, 2017 Place: Mumbai



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PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013

Details Of The Directors Seeking Appointment/ Re-Appointment at the Annual General Meeting

Pursuant To Regulation 36 Of The Securities Exchange Board Of India (Listing Obligation And

Disclosure Requirements) Regulation, 2015 And Secretarial Standards Issued By ICSI

Name of the Director Rajendra Kashinath

Jadhav Dinesh Mafa

Chauhan Bhavna Kesur

Veepul Gohill

DIN 07726096 07726085 07726094 05322517

Date of Birth 01/06/1973 09/06/1973 28/04/1978 12/09/1978

Date of Appointment 20/04/2017 20/04/2017 14/02/2017 14/02/2017

Expertise in Specific Functional Areas

Strategic Management

Portfolio Management

Operations Financial Advisory

Directorships held in other Public Limited companies#

None None None None

Number of shares held in the Company

NIL NIL

NIL

143979*

Inter se Relationship with the Board

None None None None

* Through clearing member

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BOARD’S REPORT

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company

(‘Alora’) along with the audited financial statements for the financial year ended 31st March, 2017.

1. FINANCIAL RESULTS:

(Amount in Lakh)

2. BUSINESS OPERATIONS:

During the year under review, the management of the Company has not carried out any operational

activity. However, the Company has generated revenue in the form of other income (i.e. interest on

un-secured loans and advances given by the Company). The loans and advance are idle funds from

the Company’s infrastructure development project that were given by the Company in the best

interest of its stakeholders. The Company is in the process of carrying operations of its core business

activity in this year to come.

3. DIVIDEND:

In order to preserve funds for future business endeavours, your directors have not recommended

any dividend for this financial year.

4. DEPOSITS:

We have not accepted any fixed deposits and, as such, no amount of principal or interest was

outstanding as of the Balance Sheet date.

5. SHARE CAPITAL:

Authorized Share Capital:

The Authorized Share Capital of the Company as at March 31, 2017 is Rs. 13,00,00,000/- divided into

1,30,00,000 Equity Shares of Rs. 10/- each.

Issued & Subscribed Share Capital:

The Issued & Subscribed Capital of the Company as at March 31, 2017 is Rs. 12,44,25,000/- divided

into 1,24,42,500 Equity Shares of Rs. 10/- each.

Particulars 2017 2016

Total Income 131.75 147.01

Total Expenses 34.52 56.51

Profit/(Loss)before Tax 97.23 90.50

Less: Tax 35.68 27.97

Profit/(Loss)after tax 61.55 62.53

17

During the year under review, the Company has not issued any shares. The Company has not issued

shares with differential voting rights. It has neither issued employee stock options nor sweat equity

shares and does not have any scheme to fund its employees to purchase the shares of the Company.

6. TRANSFER TO RESERVES:

The credit balance of Profit and Loss account is transferred to reserves in Balance sheet.

7. LISTING OF SECURITIES:

The Company’s shares are Listed on BSE Limited and Calcutta Stock Exchange Limited.

8. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Inductions:

Mrs. Bhavna Kesur (DIN: 07726094) and Mr. Veepul Gohill (DIN: 05322517) were appointed as

Additional Directors on the Board of the Company on 14th February, 2017. It was proposed by the

Board to designate Mrs. Bhavna Kesur as Non-Executive Director and Mr. Veepul Gohill as Managing

Director of the Company, subject to approval of shareholders of the Company in the Annual General

Meeting of the Company for FY 2016-17.

Mr. Rajendra Jadhav (DIN: 07726096) and Mr. Dinesh Chauhan (DIN: 07725085 ) were appointed as

Additional Non-Executive Independent Directors of the Company in Board Meeting held on 20th

April, 2017, subject to approval of shareholders at the Annual General Meeting of the Company.

Resolutions for re-appointment of these Directors on the Board of the Company form part of the

Notice convening the ensuing Annual General Meeting of the Company. Brief profile of the Director

proposed to be re-appointed as required under SEBI Listing Regulations, 2015 is part of the notice

convening the Annual General Meeting.

Resignations:

Ms. Rohini Sehgal, resigned from the Directorship of the Company w.e.f 14th February, 2017. Mr.

Navin Rathod resigned from the Directorship of the Company w.e.f 20th March, 2017 and Mr. Veepul

Gohill was assigned to look into the day to day affairs of the Company post resignation of Mr. Navin

Rathod.

Mr. Santosh Mohite ceased to be Director of your Company w.e.f 20th April, 2017 and Mr. Hiren

Padhiyar resigned from the Board of the Company on 4th July, 2017.

The Board places on record its appreciation for the services rendered by these Directors during their

tenure with the Company.

Key Managerial Personnel:

During the year under review, Ms. Nazia Khalil Sayyed resigned from the designation of Company

Secretary of the Company w.e.f. 18th April, 2016. Consequent to her resignation as Company

Secretary, Ms. Nazia Khalil Sayyed also ceased to be the Compliance Officer of the Company.

18

In her place, the Company appointed Ms. Mansi Nagda as the Company Secretary and Compliance

Officer of the Company w.e.f 20th June, 2016, pursuant to the provisions of Section 203, 205 of the

Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of

Managerial Personnel Rules, 2014.

9. REMUNERATION TO DIRECTORS AND KEY MANAGERIAL PERSONNEL:

For the year ended 31st March, 2017, the Company has paid remuneration to Key Managerial

Personnel pursuant to Section 197 or any other applicable provisions of the Companies Act, 2013.

10. REMUNERATION POLICY AND CRITERIA FOR MATTERS UNDER SECTION 178:

Information regarding Director’s Remuneration Policy and criteria for determining qualifications,

positive attributes, Independence of a Director and other matters provided under section 178(3) are

provided in the Corporate Governance Report.

Major criteria defined in the policy framed for appointment of and payment of remuneration to the

Directors of the Company is available on the website of the Company: www.aloratradingltd.com

11. BOARD INDEPENDENCE:

All Independent Directors of the Company have given declarations that they meet the criteria of

independence as laid down under Section 149(6) of the Act and Regulation 16(1) (b) of the Listing

Regulations. In the opinion of the Board, they fulfill the conditions of independence as specified in

the Act and the Rules made there under and are independent of the management.

12. MEETINGS OF BOARD AND COMMITTEES:

A calendar of Board and Committee Meetings to be held during the year was circulated in advance

to the Directors. Eight Board Meetings were convened and held during the year.

Currently, the Company has following Committees:

Audit Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee.

Details of the composition of the Board and its Committees and of the Meetings held and

attendance of the Directors at such Meetings, are provided in the Corporate Governance Report.

The intervening gap between the Meetings was within the period prescribed under the Act and the

Listing Regulations.

13. PERFORMANCE EVALUATION:

Pursuant to the applicable provisions of the Act and the Listing Regulations, the Board has carried

out an annual evaluation of its own performance, performance of the Directors as well as the

evaluation of the working of its Committees. The Nomination and Remuneration has defined the

evaluation criteria, procedure and time schedule for the Performance Evaluation process for the

Board, its Committees and Directors.


19

14. DIRECTORS’ RESPONSIBILITY STATEMENT:

In terms of the provisions of Companies Act, 2013, the Directors state that:

In preparation of the annual accounts for the financial year ended 31st March, 2017, the

applicable accounting standards have been followed along with proper explanation relating to

material departures;

The directors had selected such accounting policies as listed in the financial statements and

applied them consistently and made judgments and estimates that are reasonable and prudent

so as to give true and fair view of the state of affairs of the Company at the end of the financial

year as on 31st March, 2017 and of the profit of the Company for that period;

The directors had taken proper and sufficient care for 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;

The directors had prepared the annual accounts on a going concern basis; and

The directors have laid down internal financial controls to be followed by the Company and that

such internal financial controls are adequate and were operating effectively.

The directors have devised proper systems to ensure compliance with the provisions of all

applicable laws and that such systems were adequate and operating effectively.

15. AUDITORS AND THEIR REPORTS:

Statutory Auditors:

M/s. Chaitik Salot & Associates, Chartered Accountants, Mumbai were appointed as the Statutory

Auditors of the Company by the shareholders in their Annual General Meeting (AGM) held on 25th

September, 2015 for a period of 5 (Five) consecutive years from the conclusion of the aforesaid

AGM. However, the Auditors tendered their resignation, which was accepted by the Board in their

meeting held on 4th July, 2017.

Pursuant to Section 139 of the Companies Act, 2013, if casual vacancy is as a result of the resignation

of an auditor, such appointment shall also be approved by the company at a general meeting

convened within three months of the recommendation of the Board and the Auditor shall hold the

office till the conclusion of the next annual general meeting of the Company.

Thus, consequent to the casual vacancy caused due to the resignation of M/s. Chaitik Salot &

Associates, Chartered Accountants, the Board of Directors of the Company in their Board Meeting

held on 11th August, 2017 have recommended the appointment of M/s Tejas Nadkarni & Associates,

Chartered Accountants (Firm registration number 135197W ), as the Statutory Auditors of the

Company. M/s Tejas Nadkarni & Associates shall hold office till the conclusion of the forthcoming

Annual General Meeting of the Company. Their appointment for a period of 5 (Five) years from the

conclusion of the forthcoming Annual General meeting, is placed as a resolution for approval of

members pursuant to Section 139(1) of the Companies Act, 2013.

Internal auditors:

As per Section 138 of the Companies Act, 2013, the Company has appointed M/s. J.L. Gandhi & Co.,

Chartered accountants (FRN No.102991W) as an internal auditors for the year 2016-17 to conduct

20

the internal audit and to ensure adequacy of the Internal controls, adherence to Company’s policies

and ensure statutory and other compliance through, periodical checks and internal audit.

Secretarial Auditor:

As required under Section 204 of the Companies Act, 2013 and Rules thereunder, the Board had

appointed Nomita Verma, Practicing Company Secretary, as the Secretarial Auditor of the Company.

Report of the Secretarial Auditor has been annexed as an Annexure to this Report.

16. EXTRACT OF THE ANNUAL RETURN:

Pursuant to Section 92(3) of the Act and Rule 12(1) of The Companies (Management and

Administration) Rules, 2014, the extract of Annual Return in Form MGT 9 is attached as Annexure to

the Board’s Report.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE

COMPANIES ACT, 2013:

Details of loans, guarantee or investments made by your Company under Section 186 of the

Companies Act, 2013 during the financial year 2016-17 is appended in the notes to the Financial

Statements that form part of this Annual Report.

18. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

There were no Related Party Transactions (RPTs) entered into by the Company during the financial

year, which attracted the provisions of Section 188 of the Companies Act, 2013. There being no

‘material’ related party transactions as defined under Regulation 23 of SEBI Listing Regulations,

2015, there are no details to be disclosed in Form AOC-2 in that regard.

The Policy on RPTs as approved by the Board is uploaded on the Company’s website

www.aloratradingltd.com.

19. PARTICULARS OF EMPLOYEES:

There were no employees during the whole or part of the year who were in receipt of remuneration

in excess of limits as covered under the Companies Act, 2013 read with Rule 5(2) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014.

20. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

There were no amounts which were required to be transferred to the Investor Education and

Protection Fund by the Company during the year under review.

21. HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

The Company has no Holding/Subsidiary/Associate Company during the period under review. Hence,

statement containing salient features of the financial statement of subsidiaries/associate

companies/joint ventures pursuant to first proviso to sub-section (3) of section 129 read with rule 5

of Companies (Accounts) Rules, 2014 under Form AOC-1, is not applicable to the Company.


21

22. MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under the Listing Obligations, forms

part of the Annual Report.

23. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the Insider Trading Policy in accordance with the SEBI

(Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays

down guidelines and procedures to be followed and disclosures to be made while dealing with

shares of the Company as well as consequences of violation.

The policy has been formulated to regulate, monitor and ensure reporting of deals by employees

and to maintain the highest ethical standards of dealing in Company securities.

The Insider Trading Policy of the Company covering code of practices and procedures for fair

disclosure of unpublished price sensitive information and code of conduct for the prevention of

insider trading, is available on our website www.aloratradingltd.com.

24. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is provided together with a Certificate from the

Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as

stipulated under Listing Regulations.

All Board members and Senior Management personnel have affirmed compliance with the Code of

Conduct for the year 2016-17. A declaration to this effect signed by the Executive Director of the

Company forms part of this Annual Report.

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS

AND OUTGO:

The particulars as prescribed under sub-section (m) of Section 134 of the Companies Act, 2013 read

with Rule 8 of Companies (Accounts) Rules, 2014 are not applicable to the Company. Hence,

reporting under this section is not required.

The Company has neither earned nor spent any foreign exchange during the year under review.

26. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has put in place adequate systems of internal control commensurate with its size and

the nature of its business. These systems provide a reasonable assurance in respect of financial and

operational information, compliance with both applicable statutes & corporate policies and

safeguarding of the assets of the company.

27. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, the Company does not meet any of the criteria as set out in Section

135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014.

Hence, the disclosure/reporting as applicable to CSR companies, is not applicable to the Company.


22

28. WHISTLE BLOWER POLICY/VIGIL MECHANISM:

The Company has established a vigil mechanism by adopting a Whistle Blower Policy for Directors

and employees to report genuine concerns in the prescribed manner. The Whistle Blower policy/vigil

mechanism provides a mechanism for the Directors/employees to report violations, without fear of

victimization, any unethical behavior, suspected or actual fraud, violation of the Code of Conduct

etc. which are detrimental to the organization’s interest. The mechanism protects whistle blower

from any kind of discrimination, harassment, victimization or any other unfair employment practice.

It provides a mechanism for employees to approach the Chairman of Audit Committee. During the

year, no such incidence was reported and no personnel were denied access to the Chairman of the

Audit Committee. The Vigil Mechanism Policy is available on the Company's website

www.aloratradingltd.com.

29. REGULATORY ACTIONS:

No significant material orders have been passed by the Regulators or Courts or Tribunals which

would impact the going concern status of the Company and its future operations.

30. MATERIAL EVENTS:

During the year under review, the Company received a confirmation Order from The Regional

Director, Ministry of Corporate Affairs, Kolkata, dated 30th March, 2017, to shift the registered Office

of the Company from Kolkata, West Bengal to Mumbai, Maharashtra.

Further, there were no material changes and commitments affecting the financial position of the

Company which occurred during the financial year to which the financial statements relate on the

date of this report.

31. ACKNOWLEDGEMENTS:

Your Directors express their appreciation for the dedicated and sincere services rendered by the

employees of the Company and also sincerely thank the shareholders for the confidence reposed by

them in the Company and from the continued support and co-operation extended by them.

By Order of the Board of Directors For Alora Trading Company Limited

Sd/-

Veepul Gohill Executive Director

DIN: 05322517 Date: 7th September, 2017 Place: Mumbai


23

Form No. MR-3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31STMARCH, 2017

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

ALORA TRADING CO LTD

Shop no.37, Rock Avenue E plot

Hindustan Naka Kandivali(W)

Mumbai - 400067

I, Nomita Verma, Practicing Company Secretaries have conducted the secretarial audit of the

compliance of applicable statutory provisions and the adherence to good corporate practices by

ALORA TRADING CO LTD (CIN: L70100MH1982PLC29275) (hereinafter called “the Company”).

Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the

corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the books, papers, minute books, forms and returns filed and other

records maintained by the Company and also the information provided by the Company, its officers,

agents and authorized representatives during the conduct of secretarial audit, I hereby report that in

my opinion, the Company has, during the audit period covering the financial year ended on 31st

March, 2017 complied with the statutory provisions listed hereunder and also that the Company has

proper Board-processes and compliance-mechanism in place to the extent, in the manner and

subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records

maintained by the Company for the financial year ended on 31st March, 2017 according to the

provisions of:

(i) The Companies Act, 2013 (as amended) (‘the Act’) and the Rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the Rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the

extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial

Borrowings;- Not applicable to the Company during the period of audit.

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of

India Act, 1992 (‘SEBI Act’):- )

a) The Securities and Exchange Board of India (Substantial Acquisiton of shares and Takeovers)

Regulation, 2011;

24

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)

Regulation, 2009- Not Applicable to the Company during the period of audit;

d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee

Stock Purchase Scheme) Guidelines 1999- Not Applicable to the Company during the period of

audit;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulation,

2008- Not applicable to the Company during the period of audit;

f) The Securities and Exchange Board of India (Registrars to an Issue and share Transfer Agents)

Regulation, 1993 regarding the Companies Act and dealing with client; Not applicable to the

Company as they are not covered under Registrar to Issue and share Transfer Agent during

the period of audit.

g) The Securities and Exchange Board of India (Delisting of Equity shares) Regulations,2009- Not

application to the Company during the period of audit and

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998- Not

application to the Company during the period of audit.

(vi) We further report that after considering the compliance system prevailing in the Company, and

after carrying out test checks of the relevant records and documents maintained by the

Company, it has complied with the following laws that are applicable specifically to the

Company:

1) The Information Technology Act, 2000

2) The Environment Protection Act, 1986

3) Income Tax Act, 1961

4) Shop and Establishment Act.

I have also examined compliance with the applicable clauses of the following:

i. Secretarial Standards issued by the Council of The Institute of Company Secretaries of India;

ii. The Listing Agreements entered into by the Company with BSE LIMITED and CSE LIMITED:-

[Listing Obligations and Disclosure Requirements] Regulation, 2015)

iii. The Securities and Exchange Board of India [Prohibition of Insider Trading] Regulations, 2015).

During the period under review, the Company has complied with the provisions of the Act, Rules,

Regulations, Guidelines, Standards, etc. mentioned above.

The Board of Directors of the Company is duly constituted with optimum combination of the

Executive, Non- Executive, Independent and Woman director. The Changes in the composition of the

Board of Directors that took place during the period under review were carried out in compliance

with the provisions of the Act.

Adequate notices were given to all Directors to schedule the Board Meeting agenda and detailed

notes on agenda were sent at least seven days in advance, and a system exists for seeking and

obtaining further information and clarifications on the agenda items before the agenda items before

the meeting and for meaningful participation at the meeting.

25

Majority decisions were carried through while dissenting members’ views, if any were captured and

recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with

the size and operations of the Company to monitor and ensure compliance with applicable laws,

rules, regulations and guidelines.

I further report that during the audit period:

1. The Company is in the process of appointing a CFO.

2. As per Section 149(4). Company should have at least one-third of the total number of directors

as independent directors. For the purposes of this sub-section, any fraction contained in such

one-third number shall be rounded off as one. (4*1/3= 1.33 rounded of as 1). The Company has

two Independent Directors on the Board.

3. The Company had appointed Mr. Veepul Gohill, as an Additional Executive Director in the

capacity of Managing Director on 14th February, 2017. Resolution for ratification of his

appointment is put forth before shareholders in the forthcoming AGM

4. As per section 203 (4), if the office of any whole time KMP is vacated, the resulting vacancy shall

be filled-up the Board within 6 months of vacancy.

5. The overall revenue earned by the Company during the financial year was from financial

activities. As per the provision of Section 451A of Reserve Bank of India Act, 1934 and Reserve

Bank of India Press Release 1998-99/1269 dated April 08, 1999,a company would be identified

as a Non- Banking Financial Company if its financial assets are more than 50 percent of its total

assets (netted off by intangible assets) and income from financial assets are more than 50

percent of the gross income then the Company is identified as an NBFI and hence, it is required

to obtain Certificate of Registration from RBI. The Company is in the process of complying with

the same.

This Report is to be read with my letter of even date which is annexed as Annexure A and forms an

integral part of this Report.

Sd/- For Nomita Verma Practising Company Secretary ACS No: 38222 C P No: 14563 Place: Kolkata Date: 06th September, 2017

26

ANNEXURE A

To,

The Members

ALORA TRADING CO LTD

Shop no.37, Rock Avenue E plot

Hindustan Naka Kandivali(W)

Mumbai – 400067

My report of even date is to be read along with letter.

1) Maintenance of Secretarial record is the responsibility of the management of the company. My

responsibility is to express as opinion on these secretarial records based on my audit.

2) I have followed the audit practices and process as were appropriate to obtain reasonable

assurance about the correctness of the contents of the Secretarial records. The verification was

done on test basis to ensure that the correct facts are reflected in Secretarial records. I believe

that the processes and practices, I followed provide a reasonable basis for my opinion.

3) I have not verified the correctness and appropriateness of financial records and Books of

Accounts of the Company.

4) Where ever required, I have obtained the Management representation about the compliance of

laws, rules and regulations and happening of events.

5) The compliance of the provisions of Corporate and other applicable laws, Rules, Regulations,

standards is the responsibility of management. Our examination was limited to the verification

of procedures on test check basis.

6) The Secretarial Audit report is neither an assurance as to the future viability of the company nor

of the efficacy or effectiveness which the management has conducted the affairs of the

Company.

Sd/-

For Nomita Verma

Practicing Company Secretary

ACS No:38222

C P NO 14563

Place: Kolkata

Date: 6th September, 2017

27

Form No. MGT-9

[Pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies

(Management and Administration) Rules, 2014]

EXTRACT OF ANNUAL RETURN

As on the financial year ended March 31, 2017

I. REGISTRATION AND OTHER DETAILS:

Sr. No.

Particulars Details

i. CIN L70100MH1982PLC296275

ii. Registration Date 30/07/1982

iii. Name of The Company Alora Trading Company Limited

iv. Category/Sub-Category Company Limited by shares

v. Address Of The Registered Office And Contact Details

Shop no. 37, Rock Avenue E Plot, Hindustan Naka, Kandivali (W), Mumbai-400067 Phone: 022-65172555 Email: [email protected] Website: www.aloraradingltd.com

vi. Whether Listed Yes

vii.

Name, Address And Contact Details Of The Registrar And Share Transfer Agent

Skyline Financial Services Pvt. Ltd, D-153A, 01st Floor, Okhla Industrial Area, Phase - I, New Delhi – 110020 011-64732681 to 64732688 Email: [email protected] Website: www.skylinerta.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

Sr. No.

Name And Description Of Main Product/Services

NIC Code Of The Product/Service

% To The Total Turnover Of The

Company

The total income of the Company has been generated from the other business activities. Hence disclosure under this head is not applicable.

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. No.

Name And Address Of The Company

CIN/GLN/ LLPIN Holding/ Subsidiary /Associate

% of shares held

Applicable

Section

The Company has no Holding/Subsidiary/Associate Company during the period under review. Hence, disclosure under this head is Not Applicable.



http://www.skylinerta.com/

28

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

i. Category-wise Share Holding

Category of Shareholders

No. of Shares held at the beginning of the year 1st April, 2016

No. of Shares held at the end of the year 31st March, 2017

% Chan

ge during the year

Demat Physical Total % of

Total

Share

s

Demat Physical Total % of

Total

Share

A. PROMOTERS

(1) Indian

Individual/HUF 0 52200 52200 0.42 0 0 0 0 0.42

Central Govt. or State Govt.

0 0 0 0 0 0 0 0 0

Bodies Corporate 1500000 0 1500000 12.05 1500000 0 1500000 12.06 0.01

Bank/FI 0 0 0 0 0 0 0 0 0

Directors/ Relatives 0 0 0 0 0 0 0 0 0

Any Other- Trust 0 0 0 0 0 0 0 0 0

SUB TOTAL (A)(1) 1500000 52200 1552200 12.47 1500000 0 1500000 12.06 0.41

0(2) Foreign

NRI- Individuals 0 0 0 0 0 0 0 0 0

Other Individuals 0 0 0 0 0 0 0 0 0

Bodies Corp. 0 0 0 0 0 0 0 0 0

Banks/FI 0 0 0 0 0 0 0 0 0

Any other 0 0 0 0 0 0 0 0 0

SUB TOTAL (A)(2) 0 0 0 0 0

Total Shareholding of Promoter (A)= (A)(1)+(A)(2)

1500000 52200 1552200 12.47 1500000 0 1500000 12.06 0.41

(1) Institutions

Mutual Funds 0 0 0 0 0 0 0 0 0

Banks/FI 0 0 0 0 0 0 0 0 0

Central govt. 0 0 0 0 0 0 0 0 0

State Govt. 0 0 0 0 0 0 0 0 0

Venture Capital Fund 0 0 0 0 0 0 0 0 0

Insurance Companies 0 0 0 0 0 0 0 0 0

FIIs 0 0 0 0 0 0 0 0 0

Foreign Venture Capital Funds

0 0 0 0 0 0 0 0 0

Others (Specify) 0 0 0 0 0 0 0 0 0

SUB TOTAL(B)(1): 0 0 0 0 0 0 0 0 0

(2)Non Institutions

Bodies Corporates

i) Indian 1250000 0 1250000 10.05 4786361 0 4786361 38.46 28.41

ii)Overseas 0 0 0 0 0 0 0 0 0

29

Individuals

i) Individual shareholders holding nominal share capital upto Rs.1 lakhs

0 140004 140004 1.13 274140 135004 409144 3.29 2.16

ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs

8052500 47276 8099776 65.10 4644808 47276 4692084 37.71 27.39

Others (specify)

i) N.R.I. (Repat & Non-Repat)

0 0 0 0 1750 0 1750 0.01 0.01

ii) Trust 0 0 0 0 0 0 0 0 0

iii) Clearing Member 0 0 0 0 524930 0 524930 4.22 4.22

iv) HUF 1400000 520 1400520 11.25 527711 520 528231 4.25 7.00

SUB TOTAL (B)(2): 10702500 187800 10890300 87.53 10759700 182800 10942500 87.94 0.41

Total Public Shareholding (B)=(B)(1)+(B)(2)

10702500 187800 10890300 87.53 10759700 182800 10942500 87.94 0.41

C. Shares held by Custodian for GDRs & ADRs

0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 12202500 240000 12442500 100 12259700 182800 12442500 100

0

ii. Shareholding of Promoters

Sr. No.

Shareholder’s Name Shareholding at the beginning of the year

01.04.2016

Shareholding at the end of the year

31.03.2017

% change in shareholding

during the year No. of

Shares % of total Shares of the co.

%of Shares Pledged / encumbered to total shares

No. of Shares

% of total Shares of the co.

%of Shares Pledged / encumbered to total shares 1. Lalit Kumar Bagla 22600 0.18 0.00 0 0 0 100%

2. Pushpa Devi Bagla 29600 0.24 0.00 0 0 0 100% 3. Macario Trading LLP 1500000 12.05 0.00 1500000 12.06 0.00 -

iii. Change in Promoters’ Shareholding:

Sr. No.

Promoter’s name Shareholding at the beginning of the year

01.04.2016

Date Increase/

Decrease in

Shareholding

Reason

Cumulative Shareholding during the

year 31.03.2017

No. of shares

% of total shares of the company

No. of shares

% of total shares of the

company

1 Lalit Kumar Bagla 22600 0.18 01.04.2016 Opening

27.12.2016 -22600 Sell

31.03.2017 Closing NIL -

30

2 Pushpa Devi Bagla 29600 0.24 01.04.2016 Opening

27.12.2016 -29600 Sell

31.03.2017 Closing NIL -

3 Macario Trading LLP 1500000 12.05 - - 1500000

12.05

iv. Shareholding Pattern of Top Ten shareholders (other than Directors, Promoters and Holders of

GDR’s and ADR’s)

Sr.No

Name of Shareholder No of Shares At the

Beginning of Year

01/04/2016 and End of The Year

31/03/2017

% To the

Total Shares

Transaction Date

Increase /Decrea

se

Reason Cumulative Shareholdin

g Holding during the

Period Between

01/04/2016 and

31/03/2017

1 Vipulkumar Nathubhai Vaghani * 250000 2.01 30-06-2016 -250000 Sale 0

0

2 Ritaben Vipulbhai Vaghani * 250000 2.01 30-06-2016 -250000 Sale 0

0

3 Jitubhai Nathubhai Vaghani * 250000 2.01 01-07-2016 -250000 Sale 0

0

4 Rekhaben Jitubhai Vaghani * 250000 2.01 08-07-2016 -250000 Sale 0

0

5 Agnitio Trading LLP * @ 650000 5.22

650000 Nil Nil Nil 650000

6 Thakkar Jagdishbhai Dahyalal * 400000 3.21 03-03-2017 -25000 Sale 375000

10-03-2017 -262500 Sale 112500

17-03-2017 -112500 Sale 0

0

7 Thakkar Dhaval Jagdishkumar * 400000 3.21 03-03-2017 -25000 Sale 375000

10-03-2017 -257500 Sale 117500

17-03-2017 -117500 Sale 0

0

8 Thakkar Jagdishchandra Dahyalal HUF *

350000 2.81 10-03-2017 -97500 Sale 252500

17-03-2017 -123000 Sale 129500

24-03-2017 -129500 Sale 0

0

9 Bhavnaben Jagdishkumar Thakkar * 350000 2.81 10-03-2017 -97500 Sale 252500

17-03-2017 -123000 Sale 129500

24-03-2017 -129500 Sale 0

0

10 Sanosam * @ 600000 4.82

600000 Nil Nil Nil 600000

11 SSJ Finance & Securities Pvt. Ltd @ 0 0.00 14-10-2016 6200 Purchase 6200

21-10-2016 51010 Purchase 57210

28-10-2016 40616 Purchase 97826

04-11-2016 -1136 Sale 96690

31

11-11-2016 15510 Purchase 112200

18-11-2016 66302 Purchase 178502

25-11-2016 -102290 Sale 76212

02-12-2016 -309 Sale 75903

09-12-2016 35542 Purchase 111445

16-12-2016 16132 Purchase 127577

23-12-2016 32519 Purchase 160096

30-12-2016 25176 Purchase 185272

06-01-2017 9746 Purchase 195018

13-01-2017 23263 Purchase 218281

20-01-2017 9176 Purchase 227457

27-01-2017 -5643 Sale 221814

03-02-2017 -6431 Sale 215383

10-02-2017 7700 Purchase 223083

17-02-2017 71971 Purchase 295054

24-02-2017 -40170 Sale 254884

03-03-2017 65299 Purchase 320183

10-03-2017 -35094 Sale 285089

17-03-2017 21446 Purchase 306535

24-03-2017 -58343 Sale 248192

31-03-2017 15916 Purchase 264108

264108

12 Rudra Shares & Stock Brokers Limited @

0 0.00 17-03-2017 299730 Purchase 299730

24-03-2017 124805 Purchase 424535

31-03-2017 186900 Purchase 611435

611435

13 Choice Equity Broking Pvt Ltd @ 0 0.00 13-01-2017 56500 Purchase 56500

24-03-2017 481000 Purchase 537500

31-03-2017 18001 Purchase 555501

555501

14 Bhansali Value Creations Private Limited @

0 0.00 13-01-2017 10 Purchase 10

10-02-2017 590 Purchase 600

10-03-2017 399400 Purchase 400000

17-03-2017 690986 Purchase 1090986

24-03-2017 474555 Purchase 1565541

31-03-2017 -

1008490

Sale 557051

557051

15 Kalpesh Dineshbhai Patel @ 0 0.00 31-03-2017 600000 Purchase 600000

600000

16 Arpita Ilesh Patel @ 0 0.00 31-03-2017 600000 Purchase 600000

600000

17 Mahendrabhai Naranbhai Patel @ 0 0.00 31-03-2017 500000 Purchase 500000

500000

32

18 Beeline Broking Limited @ 0 0.00 10-02-2017 600 Purchase 600

03-03-2017 1489 Purchase 2089

24-03-2017 67911 Purchase 70000

31-03-2017 437000 Purchase 507000

507000

* Top Ten Shareholders 31/03/2016

@ Top Ten Shareholders 31/03/2017

v. Shareholding of Directors and Key Managerial Personnel:

Sr. No.

Director’s name Shareholding at the beginning of the year

01.04.2016

Increase/

Decrease in

Shareholding

Reason Cumulative Shareholding during the year

31.03.2017

No. of shares


No. of shares


1 Veepul Kishore Gohill through SSJ Finance

and Securities Limited

0 0 Opening

143979 Purchase

Closing 143979 1.16

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans excluding deposits

Unsecured Loans

Deposits Total

Indebtedness

Indebtedness at the beginning of the financial year: i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

NIL NIL NIL NIL

Total (i+ii+iii) NIL NIL NIL NIL

Change in Indebtedness during the financial year: - Addition - Reduction

NIL NIL NIL NIL

Net Change NIL NIL NIL NIL

Indebtedness at the end of the financial year: i) Principal Amount ii) Interest due but not paid iii) Interest accrued but not due

NIL NIL NIL NIL

Total (i+ii+iii) NIL NIL NIL NIL

33

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Sr. No.

Particulars of Remuneration Name of MD/WTD/ Manager

Amount

1.

Gross Salary: a) Salary as per provisions contained in

section17 (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 section17(3)

Income – tax Act,1961

Veepul Gohill Navin Rathod

NIL

NIL NIL

NIL

NIL NIL

NIL

NIL NIL

2. Stock Option NIL NIL NIL

3. Sweat Equity NIL NIL NIL

4. Commission:

- as% of profit

- Others, specify…

NIL NIL

NIL NIL

NIL NIL

5. Others, please specify NIL NIL NIL

6. Total(A) NIL NIL NIL

7. Ceiling as per the Act N.A. N.A. N.A.

B. Remuneration to other directors:

Sr. No.

Particulars of Remuneration Name of the Director Total

Amount

1.

Independent Directors ·Fee for attending board &committee meetings

·Commission

·Others, please specify

Santosh Mohite

Rohini Sehgal

Hiren Padhiyar

NIL NIL NIL

NIL NIL NIL

NIL NIL NIL

NIL NIL NIL

2. Total(1) NIL NIL NIL NIL

3.

Other Non-Executive Directors ·Fee for attending board &committee meetings ·Commission ·Others, please specify

Bhavna Kesur

NIL NIL

NIL NIL

NIL NIL

4. Total(2) NIL NIL

5. Total(B)=(1+2) NIL NIL

6. Total Managerial Remuneration NIL NIL

7. Overall Ceiling as per the Act N.A. N.A.

C. Remuneration to Key Managerial Personnel Other Than MD/Manager/WTD

Sr. no.

Particulars of Remuneration

Key Managerial Personnel

Total CS CS

Nazia Sayyed* Mansi Nagda*

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 section17(3) Income – tax Act,1961

15000

NIL

NIL

295000

NIL

NIL

310000

NIL

NIL

2. Stock Option NIL NIL

34

3. Sweat Equity NIL NIL

4. Commission:

- as % of profit NIL

NIL

5. Others, please specify NIL NIL

6. Total 15000 295000 310000

* Mansi Nagda was appointed as a Company Secretary and Compliance Officer of the Company w.e.f

20th June, 2016, due to resignation of Ms. Nazia Sayyed, the erstwhile Company Secretary and

Compliance Officer of the Company.

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

A. Company

Penalty The Company faced no penalty or prosecution or punishment under any provisions of Companies Act 2013 or rules made thereunder, during the year under consideration.

Punishment

Compounding

B. Directors

Penalty The Directors of your Company faced no penalty or prosecution or punishment under any provisions of Companies Act 2013 or rules made thereunder, during the year under consideration.

Punishment

Compounding

C. Other Officers In Default

Penalty None other Officers of your Company faced any penalty or prosecution or punishment under any provisions of Companies Act 2013 or rules made thereunder, during the year under consideration.

35

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

Indian Economy in FY 16-17:

India’s economic growth slowed for the fourth consecutive quarter in the three months ended

March, mirroring the impact of demonetisation on key sectors including construction and financial

services.

Gross domestic product (GDP) growth slowed to 6.1% in the fiscal fourth quarter from 7% in the

third, according to data released by the Government.

The growth numbers reflected the lingering effects in the March quarter of the Government’s

demonetisation of high-value banknotes with effect from 9 November, which triggered a cash

crunch and disrupted business, especially in the unorganized sector. The labour-intensive

construction sector contracted as a result of the cash shortage and regulatory changes, and financial

services grew at an anaemic single-digit pace.

The construction sector shrank 3.7% in the March quarter, compared with a 3.4% growth in the

preceding quarter. The announcement that a real estate regulator will be appointed to ensure

higher accountability in the sector may have also contributed to the slowdown.

However, the Government has been playing a vital role in improving economic environment by

providing necessary structural reform measures. Some of the key structural reforms undertaken are

Goods and Services Tax (GST) in addition to the newly amended Insolvency and Bankruptcy Code

2016.

Credit rating agencies have projected India’s economy to accelerate to grow at 7.5% in 2017-18 and

7.7% in 2018-19 as the government has been able to limit the negative impact of last year’s

demonetisation on the economy.

Real Estate and Financing:

The real estate sector comprises four sub sectors - housing, retail, hospitality, and commercial. The

growth of this sector is well complemented by the growth of the corporate environment and the

demand for office space as well as urban and semi-urban accommodations. The construction

industry ranks third among the 14 major sectors in terms of direct, indirect and induced effects in all

sectors of the economy.

However, The Goods and Services Tax (GST), Real Estate Regulation Act (RERA) and the Benami

Property Act will have a major impact on how many developers run their businesses.

Demonetisation shook up the older ways of working, but did not affect self-governing developers

with the right products targeted at the working masses. The rest have realised it is time now to

revamp their existing business models if they want to remain in business at all.

Currently, the residential property market is dominated by end-users - speculative investors are

making a beeline out of real estate as an investment category. Residential demand is expected to

pick up only towards the end of 2017 - but the recovery will be sustainable and based on much

sounder market fundamentals than transient sentiment.

36

On the Finance side, India has a diversified financial sector undergoing rapid expansion, both in

terms of strong growth of existing financial services firms and new entities entering the market.

The domestic infrastructure funding and finance is in a state of flux. Lack of depth in financing

market, current stress level in the banking sector, lack of innovation in financial instruments, slow

development of alternate sources of finance as well as project quality have continued to remain the

top Industry challenges over the last decade. Uncertainty in the credit markets is impacting the

ability of infrastructure developers to raise finance for infrastructure projects.

Financial Performance:

Your Company has deployed its idle funds from the real estate business into project financing so as

to generate better returns for the stakeholders. The total income of the Company for the year under

review was Rs.1,31,74,573/- as against Rs.1,47,01,118/- achieved during the previous year.

Expenditure Incurred during the year is Rs.34,51,364/- vis-à-vis Rs.56,50,935/- in the previous year

and the Company earned Rs.61,55,028/- as against Profit after Tax of Rs.62,53,683/- in the previous

year. Our focus continues to strengthen our Balance sheet and create a long term shareholder’s

value.

Opportunities and Threats:

Due to stiff competitions in the finance field where the Company’s activities are centered in, the

overall margins are always under pressure, but maintainable, with the constant effort and good

services rendered by the company. Since the Company has also indulged in the business of Project

Financing, the risk of bad debts may also affect the Company’s growth and future inflow.

Investments:

India had been a bright spot in the otherwise struggling global economies. Demonetization, along

with effective implementation of Insolvency and Bankruptcy Code and Goods and Services Tax shall

have a very positive impact on the overall investment environment in the country. The stable

government and progressive policies shall attract more domestic and foreign capital to the Equity

Markets of India.

Credit Risk Management:

Customer selection is of paramount importance, and in this the company’s business development

and credit teams have the necessary expertise to ensure asset quality. Underwriting decisions are

based on knowledge about the prospective customer’s business as well as assessment of his cash

flows and ensuring adequacy of collateral or guarantees.

Interest Rate Risk Management:

The Company’s resources can be a blend of fixed, semi-fixed or floating rate loans, while its assets

offerings may or may not be fixed rate products.

Any risk arising from this situation is however mitigated by the Company choosing its lenders with

care and with aggressive negotiation thereby ensuring the finest rates for itself; thereby keeping a

positive Asset- Liability combination.

37

Human Resources:

While we have all the processes in place, it is important that we have the right people at job to

achieve the goals. Our employees are our most important assets. The competency development of

our employees continues to be a key area of strategic focus for us.

By creating conducive environment for career growth, company is trying to achieve the maximum

utilization of employee’s skills in the most possible way.

There is need and the company is focused on retaining and bringing in talent keeping in mind the

ambitious plans despite the market and industry scenario.

The company also believes in recognizing and rewarding employees to boost their morale and

enable to achieve their maximum potential. The need to have a change in the management style of

the company is one of the key focus areas this year.

Internal Control Systems:

The Company has adequate system of strong internal controls for business processes, with regard to

operations, financial reporting, compliance with applicable laws and regulations, etc. Regular

internal audits ensure that responsibilities are executed effectively. The Audit Committee of the

Board of Directors actively reviews the adequacy and effectiveness of internal control systems and

suggests improvement for strengthening the existing control system in view of the changing business

needs from time to time. The Company has also appointed Internal Auditor pursuant to the

provisions of Companies Act, 2013 read with relevant rules made thereunder.

Cautionary Statement:

Statements in this Management Discussion and Analysis describing the Company’s objectives,

projections, estimates and expectations may be ‘forward looking’ within the meaning of applicable

laws and regulations. Actual results might differ materially from those expressed or implied.

38

CORPORATE GOVERNANCE

In accordance with the provisions of the Securities Exchange Board of India (Listing Obligation and

Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), the report containing the details

of Corporate Governance at Alora Trading Company Limited is as follows:

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE:

Corporate Governance is a cornerstone for a sustainable business. Our goal of corporate governance

is to ensure fairness for every stakeholder. Your company upholds the standards of governance and

is compliant with the Corporate Governance provisions as stipulated under SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015 in both letter and spirit. Our disclosures seek to

attain the best practices in corporate governance and we also endeavour to enhance long-term

shareholder value and respect minority rights in all our business decisions.

2. BOARD OF DIRECTORS:

The Board of directors has an optimum combination of executive and non-Executive Directors with

one woman director and more than 50% of the Board of Directors comprised of Non-Executive

Directors. The Chairperson of the Board is an Executive Director and half of the board of Directors is

comprised of Independent Directors.

Composition of the Board of Directors as on date of this report is as under:

Sr. No. Name of the Director Category Designation

1 Veepul Kishore Gohill Executive Chairman

2 Bhavna Hasmukh Kesur Non-Executive Director

3 Rajendra Kashinath Jadhav Non-Executive Independent Director

4 Dinesh Mafa Chauhan Non-Executive Independent Director

Board Meetings, attendance, position held in meetings

The Board meets at regular intervals to discuss and decide on Company/business policy and strategy

apart from the other Board business. The Board meetings are pre-scheduled & Agenda is circulated

well in advance to facilitate the Directors to ensure meaningful participation in the meetings.

During the Financial Year 2016-17, Eight Board Meetings were held on the following dates:

1) 18th April, 2016 2) 30th May, 2016 3) 20th June, 2016 4) 12th August, 2016 5) 3rd September, 2016 6) 12th November, 2016 7) 14th February, 2017 8) 20th March, 2017

39

Particulars of the Board’s Composition, Director’s Attendance at the Board Meeting and at the

previous Annual General Meeting, number of other Directorships and Board-Committee

memberships held in Financial Year 2016-17, are given below:

Sr. No.

Name of Directors

Number of Board Meetings attended

Attendance at previous

AGM

No. of other Directorships in

other Public Companies

No. of Committee positions held in

other Public Companies as a Chairman and

Member

1 Hiren Padhiyar # 8 Yes None None

2 Santosh Mohite & 8 Yes None None

3 Navin Rathod * 7 Yes 1 1

4 Rohini Sehgal @ 6 Yes 2 2

5 Veepul Gohill @ 1 No None None

6 Bhavna Kesur @ 1 No None None

7 Rajendra Jadhav & 0 No None None

8 Dinesh Chauhan & 0 No None None

# Hiren Padhiyar resigned from the Board of Directors of the Company w.e.f. 4th July, 2017 & Santosh Mohite resigned from the Board of Directors of the Company w.e.f. 20th April, 2017. Rajendra Jadhav and Dinesh Chauhan were appointed as Directors in the same Board Meeting. * Navin Rathod resigned from the Board of Directors of the Company w.e.f. 20th March, 2017 @Rohini Sehgal resigned from the Board of Directors of the Company w.e.f. 14th February, 2017. Veepul Gohill and Bhavna Kesur were appointed as Directors in the same Board Meeting.

NOTES:

Number of other Directorships in other Public Companies includes Directorships held in Public

Limited Companies only. Directorships held in Private Companies, Foreign Companies and

Companies under Section 8 of the companies Act, 2013 are excluded.

None of the Directors is a member of more than 10 Committees and Chairman of more than 5

Committees across companies in which he is a Director.

Number of Committee positions held in other Public Companies, includes only positions held in

Audit Committee and Stakeholders Relationship Committee of Board of Directors.

No Directors of the Company are related inter-se.

Non - Executive Directors of the Company do not hold any shares in the Company.

The details of familiarization programme for Independent Director have been disclosed on

website of the Company www.aloratradingltd.com

4. COMMITTEES OF THE BOARD

The Board Committee plays a crucial role in the governance structure of the Company and has been

constituted to deal with specific areas/activities which concern the Company and need a closer

review. The Board supervises the execution of its responsibilities by the Committees and is

responsible for their action. The Chairman of the respective Committee informs the Board about the

summary of the discussions held in the Committee meetings.

The Board has constituted following Committees of Directors:

A. Audit Committee B. Nomination and Remuneration Committee


40

C. Stakeholder’s Relationship Committee

A. Audit Committee

The Constitution of the Audit Committee is in conformity with the Listing Regulation and Companies

Act, 2013. The Chairman of the Audit Committee is an Independent Director.

The Audit Committee consists of two Independent Directors and one Executive Director. The

Chairman is an Independent Director. All the members of the Audit Committee are financially

literate and they have accounting or related financial management expertise.

Meeting Details: Audit Committee members met on 30th May, 2016, 12th August, 2016, 12th

November, 2016 and 14th February, 2017.

The Composition and attendance of each member at the Audit Committee Meetings held during the

year is as follows:

Sr. No

Name of Director Designation

Category No. of Meetings attended

1 Hiren Padhiyar @ Chairman Non- Executive Independent Director 4

2 Navin Rathod & Member Executive Director 4

3 Rohini Sehgal # Member Non- Executive Independent Director 3

4 Rajendra Jadhav @ Chairman Non- Executive Independent Director 0

5 Santosh Mohite & $ Member Non- Executive Independent Director 0

6 Dinesh Chauhan $ Member Non- Executive Independent Director 0

7 Veepul Gohill # Member Executive Director 1 # Due to resignation of Rohini Sehgal from the Board, the Board inducted Veepul Gohill in her place w.e.f. 14th February, 2017 & Due to resignation of Navin Rathod from the Board, the Board inducted Santosh Mohite in place of Navin Rathod w.e.f 20th March, 2017 as a member of the Committee. $ Post Santosh Mohite’s resignation, the Board inducted Dinesh Chauhan in his place w.e.f 20th April, 2017 @ Rajendra Jadhav was inducted in place of Hiren Padhiyar on 4th July, 2017, due to resignation of Hiren Padhiyar from the Board.

Terms of Reference and Role of the Audit Committee:

The role and terms of reference of Audit Committee covers areas mentioned under Listing

Regulations and Companies Act, 2013, besides other terms as may be referred by the Board of

Directors.

1. Review and monitor the auditor’s independence and performance and effectiveness of audit

process;

2. Examination of the financial statements and the auditors’ report thereon;

3. Approval or any subsequent modification of transactions of the Company with related parties;

4. Scrutiny of inter-corporate loans and investments;

5. The recommendation for appointment, remuneration and terms of appointment of auditors of

the Company;

6. Valuation of undertakings or assets of the Company, wherever it is necessary;

7. Evaluation of internal financial controls and risk management systems;

8. Monitoring the end use of funds raised through public offers and related matters;

9. To carry out any other function as is mandated by the Board from time to time and/or enforced

by any statutory notification, amendment or modification, as may be applicable.

41

10. To perform such other functions as may be necessary or appropriate for the performance of its

duties.

11. Reviewing, with the management, performance of statutory and internal auditors, adequacy of

the internal control systems and formulating scope, functioning, periodicity and methodology

for conducting the internal audit.

12. Discussion with statutory auditors before the audit commences, about the nature and scope of

audit as well as post-audit discussion to ascertain any area of concern;

13. To review the functioning of the Vigil Mechanism and Whistle Blower mechanism;

14. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person

heading the finance function or discharging that function) after assessing the qualifications,

experience and background, etc. of the candidate.

15. Carrying out any other function as is mentioned in the terms of reference of the Audit

Committee.

B. Nomination and Remuneration Committee

The Nomination and Remuneration Committee’s constitution and terms of reference are in

compliance with provisions of the Companies Act, 2013 and Listing Regulation.

The Remuneration Committee consists of two Independent Directors and one Non-Executive

Director. The Chairman is an Independent Director.

Meeting Details: During the year, Nomination and Remuneration Committee Meetings were held on

12th August, 2016 and 14th February, 2017.

The Composition and attendance of each member at the Nomination and Remuneration Committee

Meetings held during the year is as follows:

Sr. No

Name of Director Designation Category No. of Meetings attended

1 Hiren Padhiyar @ Chairman Non- Executive Independent Director 2

2 Santosh Mohite $ Member Non- Executive Independent Director 2

3 Rohini Sehgal # Member Non- Executive Independent Director 1

4 Bhavna Kesur # Member Non-Executive Director 1

5 Dinesh Chauhan $ Member Non- Executive Independent Director 0

6 Rajendra Jadhav @ Chairman Non- Executive Independent Director 0 # Due to resignation of Rohini Sehgal from the Board, the Board inducted Bhavna Kesur in her place w.e.f. 14th February, 2017 $ Post Santosh Mohite’s resignation, the Board inducted Dinesh Chauhan in his place w.e.f 20th April, 2017 @ Rajendra Jadhav was inducted in place of Hiren Padhiyar on 4th July, 2017, due to resignation of Hiren Padhiyar from the Board.

Terms of Reference:

1. To determine on behalf of the Board and on behalf of the shareholders, the Company’s policy

on specific remuneration packages for Executive Directors.

2. To review the performance of the Managing Director and the Whole-time Directors, after

considering the Company’s performance.

3. To recommend to the Board remuneration including salary, perquisites and commission to be

paid to the Company’s Managing Director and Whole-time Directors.

42

4. To finalize the perquisites package of the Managing Director and Whole-time Directors within

the overall ceiling fixed by the Board.

5. To formulate the criteria for determining qualifications, positive attributes and independence of

a director and recommend to the Board a policy, relating to the remuneration of the directors,

key managerial personnel and other employees;

6. To formulate criteria for evaluation of Independent Directors and the Board;

7. To identify persons who are qualified to become directors and who may be appointed in senior

management in accordance with the criteria laid down, and recommend to the Board their

appointment and removal. The company shall disclose the remuneration policy and the

evaluation criteria in its Annual Report.

C. Stakeholders Relationship Committee

The Constitution of the Stakeholder’s Relationship Committee is in conformity with the Listing

Regulation and Section 178 of the Companies Act, 2013. The Chairman of the Committee is a Non-

Executive Independent Director. The Committee ensures expeditious redressal of shareholder’s and

investor’s complaints.

Meeting Details: Stakeholders Committee members met on 30th May, 2016, 12th August, 2016, 12th

November, 2016 and 14th February, 2017.

The Composition and attendance of each member at the Nomination and Remuneration Committee

Meetings held during the year is as follows:

Sr. No

Name of Director Designation Category No. of Meetings attended

1 Rohini Sehgal # Chairman Non- Executive Independent Director 3

2 Navin Rathod & Member Executive Director 4

3 Santosh Mohite $ Member Non- Executive Independent Director 4

4 Hiren Padhiyar & @ Chairman Non- Executive Independent Director 0

5 Veepul Gohill # Member Executive Director 1

6 Rajendra Jadhav @ Chairman Non- Executive Independent Director 0

7 Dinesh Chauhan $ Member Non- Executive Independent Director 0 # Due to resignation of Rohini Sehgal from the Board, the Board inducted Veepul Gohill in her place w.e.f. 14th February, 2017 & Due to resignation of Navin Rathod from the Board, the Board inducted Hiren Padhiyar in his place w.e.f. 20th March, 2017 $ Post Santosh Mohite’s resignation, the Board inducted Dinesh Chauhan in his place w.e.f 20th April, 2017 @ Rajendra Jadhav was inducted in place of Hiren Padhiyar on 4th July, 2017, due to resignation of from the

Terms of Reference:

1. Oversee and review all matters connected with the transfer of the Company’s securities

approve issue of the Company’s duplicate share /debenture certificates.

2. Consider, resolve and monitor redressal of investors/ shareholders / security holders grievances

related to transfer of securities, non-receipt of Annual Report, non-receipt of declared dividend

etc.

3. Oversee the performance of the Company’s Registrars and Transfer Agents.

4. Recommend methods to upgrade the standard of services to investors.

43

Details of complaints received and solved during the year through SCORES portal (SEBI Complaints

Redressal System) of Securities & Exchange Board of India (SEBI) at www.scores.gov.in are as

follows:-

Pending at the beginning of the year NIL

Received during the year NIL

Disposed of during the year NIL

Remaining unresolved at the end of the year NIL

As on 31st March, 2017, no investor complaints are pending against the Company. Further there

were no pending transfers for the year under review.

5. INDEPENDENT DIRECTORS MEETING:

During the year under review, meeting of the Independent Directors was held 31st March, 2017

without the presence of the Executive Director or management personnel. All the Independent

Directors were present at the Meeting. Such meetings are conducted informally to enable

independent Directors to discuss matters, inter – alia, pertaining to the Company’s affairs and put

forth their views to the Chairman.

6. COMPLIANCE OFFICER :

Further the details of the Compliance Officer designated for handling of the Investor grievances is

provided as under:

Name : Mansi Nagda* / Veepul Gohill Email Address : [email protected] * Mansi Nagda was appointed as a Company Secretary and Compliance Officer of the Company w.e.f

20th June, 2016, due to resignation of Ms. Nazia Sayyed, the erstwhile Company Secretary and

Compliance Officer of the Company.

Mansi Nagda has placed her resignation from the post of Company Secretary and Compliance Officer

of the company in the Board Meeting held on 6th September, 2017. The Board has accepted her

resignation and appointed Mr. Veepul Gohill as the Compliance Officer of the Company for the

interim period.

7. DETAILS OF GENERAL BODY MEETINGS:

The details off last 3 Annual General Meetings together with the details of the special resolution

passed is provided hereunder:

Year Day, Date and Time Venue Special Resolution Passed 2015-16 Friday, 30th

September, 2016 7 Old BST Office Street, Kolkata, WB 700001

No Special Resolution was passed at this meeting.

2014-15 Friday, 25th September, 2015

7 Old BST Office Street, Kolkata, WB 700001

Increase in Borrowing Limits as per Section 180(1)(C)

2013-14 Tuesday, 30th September, 2014

7 Old BST Office Street, Kolkata, WB 700001

Preferential Allotment of equity shares

http://www.scores.gov.in/


44

8. RESOLUTION PASSED BY THE POSTAL BALLOT:

None of the Special Resolutions were passed by way of Postal Ballot in last year.

9. MEANS OF COMMUNICATION:

The Quarterly and Half- Yearly Financial Results of the Company are published in leading English and

vernacular dailies.

Such results are also uploaded on the Company’s website www.aloratradingltd.com

In accordance with the Listing Regulations requirements, data pertaining to Shareholding Pattern,

Quarterly Financial Results and Other Details are forwarded to BSE Limited and Calcutta Stock

Exchange so that the same can be disseminated through the exchanges’ website.

The Annual Report containing inter-alia Audited Financial Statements, Directors’ Report, Auditors’

Report and other important information is circulated to members and others entitled thereto. The

Management’s Discussion and Analysis (MD&A) Report forms part of the Annual Report and is

displayed on the Company’s website www.aloratradingltd.com.

The Company has designated the following email-id exclusively for investor servicing:

[email protected]

Address of Correspondence:

Alora Trading Company Limited Shop no. 37, Rock Avenue E Plot, Hindustan Naka, Kandivali (W), Mumbai-400067 Tel: +91 22 65172555 Email: [email protected] Website: www.aloratradingltd.com 10. REGISTRAR AND SHARE TRANSFER AGENT (RTA):

Share transfers, dividend payments and all other investor related matters are attended and

processed by our Registrar and Share Transfer Agent (RTA) viz. Skyline Financial Services Private

Limited.

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 10 to 15 days from the

date of receipt, provided the documents received are complete and the shares under transfer are

not under dispute.

11. DEMATERIALIZATION OF SHARES AND LIQUIDITY :

The Company’s equity shares are available for trading in the depository systems of National

Securities Depository Limited and Central Depository Services (India) Limited. As on 31st March,

2017, 1,22,59,700 equity shares, constituting 98.53 % of the paid-up equity capital of the Company,

stood dematerialized.






45

Total Number of shares dematerialized as on 31.03.2017

Particulars No. of Shares % of Total Shares of the Company

NSDL 1081084 8.69

CDSL 11178616 89.84

Physical 182800 1.47

Total 12442500 100.00

12. DISCLOSURES:

a. Disclosure on materially significant related party transaction :

There are no materially significant transactions with related parties viz., Promoters, Directors or the

Management, their Subsidiaries or relatives etc., having potential conflict with Company’s interest at

large. Details of related party transactions are disclosed in Notes to annual accounts in this Annual

Report.

b. Compliance with mandatory requirements :

The Company has complied with all the applicable requirements of the Listing Regulations.

c. Compliance with Accounting Standards

The Company has followed all relevant Accounting Standards as may be amended from time to time

while preparing the financial statements.

13. CODE OF CONDUCT:

Regulations 17(5) of the SEBI (LODR) Regulations, 2015, requires listed Companies to lay down a

Code of Conduct for its Directors and Senior Management, incorporating duties of a Directors as laid

down in the Companies Act, 2013. The Board has adopted a Code of Conduct for all Directors and

Senior Management of the Company and the same has been placed on Company’s website

www.aloratradingltd.com

The Code is a comprehensive guide applicable to all the Directors and Members of Senior

Management and employees of the Company. A Declaration signed by the Directors affirming the

compliance is annexed separately to this Annual Report.

14. EXECUTIVE DIRECTOR’S CERTIFICATION:

Mr. Veepul Gohill, Executive Director of the Company has issued necessary Certificate pursuant to

SEBI Listing Regulations, 2015 and same is annexed forming part of the Annual Report.

15. CODE FOR INSIDER TRADING:

The Company has adopted and implemented a Code of Conduct as per SEBI (Prohibition of Insider

Trading Regulations, 2015). The code lays down the guidelines, which include procedures to be

followed and disclosures to be made by the insiders while dealing with the shares of the Company.


46

16. TRAINING OF THE BOARD MEMBERS:

New Directors appointed by the Board are given formal induction and orientation with respect to

the Company’s vision, Strategic direction. Board are given formal induction and orientation with

respect to the Company’s vision, strategic direction and core values including ethics, corporate

governance practices, financial matters and business operations. Periodic presentations are made at

the Board and Committee Meetings on business and performance updates of the Company, global

business environment, business strategy and risks involved.

17. GENERAL SHAREHOLDING INFORMATION:

CIN : L70100MH1982PLC296275

Annual General Meeting : Date Time Venue

30th September, 2017

10.00 am Shop no. 37, Rock Avenue E Plot, Hindustan Naka, Kandivali (W), Mumbai-400067

Financial Year 1st April, 2016 to 31st March, 2017

Financial Reporting for the quarter ending on: 30th June, 2017 30th September, 2017 31st December, 2017 31st March, 2018

By 14th August,2017 By 14th November, 2017 By 14th February, 2017 By 30th May, 2018 (Note: The above dates are indicative in nature)

Book Closure Date : 24th September, 2017 to 30th September, 2017 (both days inclusive)

Listing on Stock Exchange * :

BSE Limited (BSE) Scrip Code: 539693

Calcutta Stock Exchange Limited (CSE) Scrip Code: 011189

Depositories @ : Central Depository Services (India) Limited (CDSL) The National Securities Depository Limited (NSDL)

ISIN: INE527R01018

Registrar and Transfer Agent : Skyline Financial Services Private Limited D-153 A, 1st Floor, Okhla Industrial Area, Phase - I, New Delhi - 110 020 Tel.: 011-64732681 to 88 Fax: 011-26812682 Email: [email protected] Website: www.skylinerta.com

*Annual listing fee for the year 2016-17 has been paid by the Company to BSE and CSE. @Annual Custody / Issuer fee for the year 2016-17 has been paid by the Company to NSDL and CDSL

18. MARKET PRICE DATA:

The Company’s Shares are Listed on BSE Limited (BSE) and Calcutta Stock Exchange Limited (CSE)

Monthly Share price on BSE :

MONTH HIGH (Rs.) LOW (Rs.)

April 2016 - -

May 2016 - -

June 2016 13.77 12.50


http://www.skylinerta.com/

47

July 2016 18.72 13.50

August 2016 22.50 17.20

September 2016 24.15 19.95

October 2016 23.00 20.00

November 2016 22.00 20.50

December 2016 24.00 20.85

January 2017 25.40 22.00

February 2017 25.50 22.00

March 2017 25.05 22.40

The equity shares of the Company were listed and admitted to dealings on BSE Limited w.e.f 1st

March, 2016.

Monthly Share price on CSE:

There was no trading in the Calcutta Stock Exchange due to non-functional of its trading platform.

19. PERFORMANCE IN COMPARISON TO BROAD-BASED INDICES SUCH AS BSE SENSEX:

Month Share Price of Company BSE Sensex

Apr-16 - 25606.62

May-16 - 26667.96

Jun-16 13.77 26999.72

Jul-16 18.06 28051.86

Aug-16 22.50 28452.17

Sep-16 23.40 27856.96

Oct-16 21.45 27930.21

Nov-16 21.05 26652.81

Dec-16 23.05 26626.46

Jan-17 23.35 27655.96

Feb-17 23.00 28743.32

Mar-17 23.55 29620.50

20. SHAREHOLDING PATTERN AS ON 31ST MARCH, 2017 IS AS UNDER:

Summary of Shareholding Pattern as on 31st March, 2017

Sr. No Description No. of Shares % of shareholding

1 PROMOTER 1500000 12.06

2 BODIES CORPORATE 4786361 38.46

3 INDIVIDUALS 5101228 41.00

4 CLEARING MEMBERS 524930 4.22

5 N.R.I. 1750 0.01

6 HINDU UNDIVIDED FAMILY 528231 4.25

TOTAL 12442500 100.00

48

21. DISTRIBUTION OF SHAREHOLDING AS ON 31ST MARCH, 2017

Distribution of Shareholding as on 31st March,2017

Particulars Number of Shareholders

% of total shareholders

Shares % of Total Shareholding

Up to 5000 606 78.50 187843 1.51

5001 to 10000 44 5.70 379630 3.05

10001 to 20000 36 4.66 528605 4.25

20001 to 30000 29 3.76 733842 5.90

30001 to 40000 6 0.78 216736 1.74

40001 to 50000 9 1.17 447997 3.60

50001 to 100000 22 2.85 1626952 13.08

100000 and Above 20 2.59 8320895 66.87

Total 772 100.00 12442500 100

22. OUTSTANDING CONVERTIBLE INSTRUMENTS, CONVERSION DATE AND LIKELY IMPACT ON

EQUITY:

As on 31st March, 2017, the Company did not have any outstanding convertible instruments likely to

impact the Share Capital of the Company.

23. COMMODITY PRICE RISK OR FOREIGN EXCHANGE RISK AND HEDGING ACTIVITIES

Not applicable to the Company as Company is not associated with hedging activities.

DECLARATION Compliance with Code of Conduct

To the Shareholders,

I, Mr. Veepul Gohill, Executive Director of the Company, hereby confirm that the Company has

obtained affirmation from all the members of the Board and senior management personnel that

they have complied with the Code of Conduct of the Company in respect of the financial year ended

March 31, 2017.

By Order of the Board of Directors

For Alora Trading Company Limited

Sd/- Veepul Gohill

Executive Director Date: 7th September, 2017 DIN: 05322517 Place: Mumbai

49

AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE

[In terms of Regulations 34(3) and Schedule V (E) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015]

To,

The Members of

Alora Trading Co Limited

Mumbai

I have examined the compliance of conditions of Corporate Governance by Alora Trading Co Limited

(‘the Company’) for the year ended 31st March, 2017, as stipulated in Regulation 34(3) and Chapter

IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The compliance of conditions of Corporate Governance is the responsibility of the management. My

examination was limited to procedures and implementation thereof, adopted by the Company for

ensuring the compliance of the conditions of Corporate Governance. It is neither an audit nor an

expression of opinion on the financial statements of the Company.

In my opinion and to the best of my information and according to the explanation given to me and

based on the representation made by the Management, I certify that the Company has complied

with the Conditions of the Corporate Governance as stipulated in the above mentioned SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015.

We further state that such compliance is neither an assurance as to the future viability of the

Company nor the efficiency or effectiveness with which the management has conducted the affairs

of the Company.

This certificate is issued solely for the purpose of complying with the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 and may not be used for any other purpose.

For Chaitik Salot & Associates

Chartered Accountants

FRN: 139912W

Sd/-

Chaitik Salot

Proprietor

M. No.: 163193

Place: Mumbai

Date: 27th May, 2017

50

CERTIFICATION OF FINANCIAL STATEMENTS

To The Board of Directors Alora Trading Company Limited We, Veepul Gohill, Executive Director and Dinesh Chauhan, Member of the Audit Committee, of Alora Trading Company Limited (“the Company”), to the best of our knowledge and belief certify that:

A. We have reviewed the financial statements and the cash flow statement for the Financial Year

ended March 31, 2017 and best of our knowledge and belief:

i. These statements do not contain any materially untrue statement or omit any material fact

or contain any statements that might be misleading;

ii. These statements together present a true and fair view of the Company’s affairs and are in

compliance with the existing accounting standards, applicable laws and regulations.

B. We further state that to the best of our knowledge and belief, there are no transactions entered

into by the Company during the year, which are fraudulent, illegal or violative of the Company’s

Code of Conduct.

C. We are responsible for establishing and maintaining internal controls for financial reporting and

that we have evaluated the effectiveness of internal control systems of the Company pertaining

to financial reporting and we have disclosed to the auditors and the audit committee,

deficiencies in the design or operation of such internal controls, if any, of which we are aware

and the steps we have taken or propose to take to rectify these deficiencies.

D. We have indicated to the auditor and the Audit Committee

(1) Significant changes in internal control over financial reporting during the year;

(2) Significant changes in accounting policies during the year and that the same have been

disclosed in the notes to the financial statements: and

(3) Instances of significant frauds of which we have become aware and the involvement therein,

if any, of the management or an employee having a significant role in the Company’s

internal control system over financial reporting.

Sd/- Sd/-

Veepul Gohill Dinesh Chauhan Executive Director Member, Audit Committee

DIN: 05322517 DIN: 07726085

Mumbai, 27th May, 2017

51

INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF ALORA TRADING CO LIMITED 1) REPORT ON FINANCIAL STATEMENTS

We have audited the financial results of ALORA TRADING CO LIMITED for the year ended 31st

March, 2017, being submitted by the company pursuant to the requirements of Regulation 33

of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as modified by

Circular No.CIR/CFD/FAC/62/2016 dated July 5, 2016. These financial results which are the

responsibility of the Management, have been prepared in accordance with the recognition and

measurement principles laid down in Indian Accounting Standards as prescribed, under Section

133 of the Companies Act, 2013 read with relevant rules issued there under or by the Institute

of Chartered Accountants of India, as applicable and other accounting principles generally

accepted in India.

2) MANAGEMENT’S RESPONSIBILITY FOR THE FINANCIAL STATEMENTS

The Management is responsible for the matters stated in Section 134(5) of the Companies Act,

2013 (“the Act”) with respect to the preparation of these financial statements that give a true

and fair view of the financial position, financial performance of the Company in accordance with

the accounting principles generally accepted in India, including the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,

2014. This responsibility also includes maintenance of adequate accounting records in

accordance with the provisions of the Act for safeguarding the assets of the Company and for

preventing and detecting frauds and other irregularities; selection and application of

appropriate accounting policies; making judgments and estimates that are reasonable and

prudent; and design, implementation and maintenance of adequate internal financial controls,

that were operating effectively for ensuring the accuracy and completeness of the accounting

records, relevant to the preparation and presentation of the financial statements that give a

true and fair view and are free from material misstatement, whether due to fraud or error.

3) AUDITOR’S RESPONSIBILITY

We conducted our audit in accordance with the auditing standards generally accepted in India.

Those standards require that we plan and perform the audit to obtain reasonable assurance

about whether the financial results are free of material misstatement(s). An audit includes

examining, on a test basis, evidence supporting the amounts disclosed as financial results. An

audit also includes assessing the accounting principles used and significant estimates made by

management. We believe that our audit provides a reasonable basis for our opinion.

In our opinion and to the best of our information and according to the explanations given to us

these financial results:

a. are presented in accordance with the requirements of Regulation 33 of the SEBI (Listing

Obligations and Disclosure Requirements) Regulations, 2015, as modified by Circular

No.CIR/CFD/FAC/62/2016 dated July 5,2016.

b. give a true and fair view of the net profit and other financial information for the year

ended 31st March,2017 .

52

4) BASIS FOR QUALIFIED OPINION

Attention is drawn to the provisions of Section 45I of Reserve Bank of India Act, 1934 and

Reserve Bank of India Press Release 1998-99/1269 dated April 08, 1999 which states if its

Financial Assets is more than 50 percent of its total assets and income from financial assets are

more than 50 percent of the gross income, then the company is identified as an NBFI and

hence, it is required to obtain Certificate of Registration from RBI. In our opinion, the company

has not complied with the provisions of Section 45IA of the RBI Act, 1934 in spite of fulfilling the

conditions prescribed under the Act for registration with RBI as Non-Banking Financial

Institution (NBFI).

5) QUALIFIED OPINION

In our opinion and to the best of our information and according to the explanation given to us,

the financial statements give the information required by the Act in the manner so required and

give a true and fair view in conformity with the accounting principles generally accepted in

India, of the state of affairs of the Company as at 31st March, 2017 and its profit for the year

ended on that date EXCEPT for the following:

As per the provisions of Section 45I of Reserve Bank of India Act, 1934 and Reserve Bank of India

Press Release 1998-99/1269 dated April 08, 1999, a Company would be identified as an Non

Banking Financial Institution(NBFI) if its financial assets are more than 50 percent of its total

assets (Netted off by Intangible Assets) and income from Financial Assets are more than 50

percent of the gross income. Accordingly, the company is required to obtain Certificate of

Registration from RBI to commence/carry on business as per Section 45IA of the RBI Act, 1934.

However, the company has not complied with the aforesaid provisions of the RBI Act, 1934

inspite of fulfilling the conditions prescribed under the Act for registration with RBI as NBFI

which states that the company is required to get registered if its financial assets is more than 50

percent of its total assets.

6) REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

As required by the Companies (Auditors Report) Order, 2016 (“The Order”) issued by the

Central Government of India in terms of Section 143(11) of the Act, we give in the “Annexure

A” a statement on the matters specified in paragraphs 3 & 4 of the Order.

As required by section 143 (3) of the Act, we report that: -

a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the

Company so far as it appears from our examination of those books.

c) Branch audit is not applicable to the company. d) In our opinion, the Balance Sheet, the Statement of Profit and Loss dealt with by this

Report are in agreement with the books of account.

e) In our opinion, the aforesaid financial statements comply with the Accounting Standards

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,

2014.

53

f) On the basis of the written representations received from the directors as on 31st March,

2017 taken on record by the Board of Directors, none of the directors is disqualified as on

31st March, 2017 from being appointed as a director in terms of Section 164 (2) of the Act.

g) There are no such observations and comments on the financial transactions or matters

which have adverse effect on the company.

h) In our opinion, there are no qualifications, reservations or adverse remarks in respect of

the maintenance of the books of accounts or other matters connected herewith.

i) In our opinion and with the help of the compliance procedures conducted by us, we

conclude that the company has adequate financial control system in place and also the

control system is operating effectively (Refer “Annexure B”).

j) The Company does not have any pending litigations which would impact its financial

position.

k) The Company did not have any long term contracts including derivative contracts for which

there were any foreseeable losses.

l) There were no amounts which were required to be transferred to the Investor Education

and Protection Fund by the company.

m) With respect to the other matters to be included in the Auditor’s Report in accordance

with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the

best of our information and according to the explanations given to us we also report that:

(i) There have been no transactions with respect to the dealings in Specified Bank Notes (SBN) as well as holdings and dealings of the same during the period from 8th November, 2016 to 30th December, 2016 and also the same is in accordance with the books of accounts maintained by the company.

FOR CHAITIK SALOT & ASSOCIATES Chartered Accountants

(FRN: 139912W)

Sd/-

Chaitik Salot (Proprietor)

(M. No: -163193)

Place:-Mumbai

Date: - 27th May, 2017

54

ANNEXURE A

To,

The Members of Alora Trading Company Limited,

Companies (Auditor's Report ) Order, 2016 for the year ended 31st March, 2017

SR. NO.

COMMENT REQUIRED ON

AUDITOR'S OPINION ON FOLLOWING REQUIRED REMARKS BY AUDITORS

(I) FIXED ASSETS (A) whether the company is maintaining proper records showing full particulars, including quantitative details and situation of fixed assets

YES

(B) whether these fixed assets have been physically verified by the management at reasonable intervals; whether any material discrepancies were noticed on such verification and if so, whether the same have been properly dealt with in the books of account;

YES

(C') whether the title deeds of immovable properties are held in the name of the company. If not, provide the details thereof

YES

(II) INVENTORY whether physical verification of inventory has been conducted at reasonable intervals by the management and whether any material discrepancies were noticed and if so, whether they have been properly dealt with in the books of account;

The nature of business is such

that there are no Inventories

(III) LOANS SECURED OR UNSECURED

GRANTED

whether the company has granted any loans, secured or unsecured to companies, firms, Limited Liability Partnerships or other parties covered in the register maintained under section 189 of the Companies Act, 2013. If so,

The Company has granted

unsecured Loans

(A) whether the terms and conditions of the grant of such loans are not prejudicial to the company’s interest;

NO

(B) whether the schedule of repayment of principal and payment of interest has been stipulated and whether the repayments or receipts are regular;

Yes

(C') if the amount is overdue, state the total amount overdue for more than ninety days, and whether reasonable steps have been taken by the company for recovery of the principal and interest;

Not Applicable

in respect of loans, investments, guarantees, and security whether provisions of section 185 and 186 of the Companies Act, 2013 have been complied with. If not, provide the details thereof.

(IV) INTERNAL CONTROL

the Company has an adequate internal control system commensurate with its size and the nature of its business for the purchase of inventory and fixed assets and for the sale of goods and services. During the course of our audit, we have not observed any continuing failure to correct major weaknesses in such internal control system.

The Company has adequate Internal

control system.

55

(V) PUBLIC DEPOSITS in case, the company has accepted deposits, whether the directives issued by the Reserve Bank of India and the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rules framed thereunder, where applicable, have been complied with? If not, the nature of such contraventions be stated; If an order has been passed by Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other tribunal, whether the same has been complied with or not?

The Company has not accepted any Public Deposits during the year

(VI) COST ACCOUNTING RECORDS

whether maintenance of cost records has been specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 and whether such accounts and records have been so made and maintained.

Not Applicable

(VII) STATUTORY COMPLIANCE

(a) whether the company is regular in depositing undisputed statutory dues including provident fund, employees' state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues to the appropriate authorities and if not, the extent of the arrears of outstanding statutory dues as on the last day of the financial year concerned for a period of more than six months from the date they became payable, shall be indicated; (b) where dues of income tax or sales tax or service tax or duty of customs or duty of excise or value added tax have not been deposited on account of any dispute, then the amounts involved and the forum where dispute is pending shall be mentioned. (A mere representation to the concerned Department shall not be treated as a dispute).

The Company has paid all the

Statutory Dues

(VIII) LOAN FROM BANKS/ FINANCIAL

INSTITUTION

whether the company has defaulted in repayment of loans or borrowing to a financial institution, bank, Government or dues to debenture holders? If yes, the period and the amount of default to be reported (in case of defaults to banks, financial institutions, and Government, lender wise details to be provided).

The Company has not taken any

loans from Banks or Financial Institutions

(IX) APPLICATION OF MONEY RECEIVED FROM EQUITY OR

LOAN

whether moneys raised by way of initial public offer or further public offer (including debt instruments) and term loans were applied for the purposes for which those are raised. If not, the details together with delays or default

and subsequent rectification, if any, as may be applicable, be reported;

Yes

(X) FRAUD REPORTING whether any fraud by the company or any fraud on the Company by its officers or employees has been noticed or reported during the year; If yes, the nature and the amount involved is to be indicated;

No fraud was detected during

the course of Audit

56


(FRN: 139912W)

Sd/- Chaitik Salot (Proprietor)

(M. No: -163193) Place:-Mumbai

Date:- 27th May, 2017

(XI) MANAGERIAL REMUNERATION

whether managerial remuneration has been paid or provided in accordance with the requisite approvals mandated by the provisions of section 197 read with Schedule V to the Companies Act? If not, state the amount involved and steps taken by the company for securing refund of the same;

YES

(XII) NIDHI COMPANY - COMPLIANCE WITH

DEPOSITS

whether the Nidhi Company has complied with the Net Owned Funds to Deposits in the ratio of 1: 20 to meet out the liability and whether the Nidhi Company is maintaining ten per cent unencumbered term deposits as specified in the Nidhi Rules, 2014 to meet out the liability;

Not Applicable

(XIII) RELATED PARTY TRANSACTIONS

whether all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 where applicable and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards;

There are no related party transactions

(XIV) ISSUE OF SHARE CAPITAL AND USE

OF AMOUNT RAISED

whether the company has made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year under review and if so, as to whether the requirement of section 42 of the Companies Act, 2013 have been complied with and the amount raised have been used for the purposes for which the funds were raised. If not, provide the details in respect of the amount involved and nature of non-compliance;

No new issue was made during the

year

(XV) TRANSACTION WITH DIRECTOR

whether the company has entered into any non-cash transactions with directors or persons connected with him and if so, whether the provisions of section 192 of Companies Act, 2013 have been complied with;

No

(XVI) REGISTERATION FROM RBI

whether the company is required to be registered under section 45-IA of the Reserve Bank of India Act, 1934 and if so, whether the registration has been obtained.

Yes, the Company is required to be registered under section 45-IA of

the Reserve Bank of India Act, 1934.

However, the company has not

applied for the same.

57

ANNEXURE B

Report on Internal Financial Controls over Financial Reporting

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of ALORA TRADING CO

LIMITED (“the Company”) as on March 31, 2017 in conjunction with our audit of the financial

statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Management is responsible for establishing and maintaining internal financial controls based on

the internal control over financial reporting criteria established by the Company considering the

essential components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These

responsibilities include the design, implementation and maintenance of adequate internal financial

controls that were operating effectively for ensuring the orderly and efficient conduct of its business,

including adherence to company’s policies, the safeguarding of its assets, the prevention and

detection of frauds and errors, the accuracy and completeness of the accounting records and the

timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note on

Audit of Internal Financial Controls over Financial Reporting (“Guidance Note”) and the Standards on

Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,

2013 to the extent applicable to an audit of internal financial controls applicable to an audit of

Internal Financial Controls and issued by the Institute of Chartered Accountants of India. Those

Standards and the Guidance Notes require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether adequate internal financial

controls over financial reporting was established and maintained and if such controls operated

effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the

internal financial controls system over financial reporting and their operating effectiveness. Our

audit of internal financial controls over financial reporting included obtaining an understanding of

internal financial controls over financial reporting, assessing the risk that a material weakness exists,

and testing and evaluating the design and operating effectiveness of internal control based on the

assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment

of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion on the Company’s internal financial controls system over financial reporting.

58

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles. A

company's internal financial control over financial reporting includes those policies and procedures

that:

1. pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of the assets of the company;

2. provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting

principles and that receipts and expenditures of the company are being made only in

accordance with authorizations of Management and Directors of the company; and

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use or disposition of the company's assets that could have a material effect on the

financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including

the possibility of collusion or improper management override of controls, material misstatements

due to error or fraud may occur and not be detected. Also, projections of any evaluation of the

internal financial controls over financial reporting to future periods are subject to the risk that the

internal financial control over financial reporting may become inadequate because of changes in

conditions or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls

system over financial reporting and such internal financial controls over financial reporting were

operating effectively as at March 31, 2017, based on the internal control over financial reporting

criteria established by the Company considering the essential components of internal control stated

in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the

Institute of Chartered Accountants of India.


(FRN: 139912W)

Sd/-

Chaitik Salot (Proprietor)

(M. No: -163193)

Place:-Mumbai

Date: - 27th May, 2017

59

BALANCE SHEET AS ON 31ST MARCH, 2017 Amount in Rs.

For Chaitik Salot & Associates Chartered Accountants For and on Behalf of the Board of Directors FRN: 139912W Sd/- Sd/- Sd/- Veepul Gohill Bhavna Kesur Chaitik Salot (Director) (Director) Proprietor DIN: 05322517 DIN: 07726094 Mem No: 163193 Place: Mumbai Date : 27.05.2017

Particulars Note no. 31/03/2017 31/03/2016

I. EQUITY AND LIABILITIES

1) Shareholder's Funds :

a) Share Capital: 1 124425000 124425000

b) Reserves and Surplus 2 13630126 7475098

c) Money Received against shares warrants - -

2) Share Application Money pending allotment - -

3) Non-Current Liabilities :

a) Long-term borrowings - -

b) Deferred tax liabilities (Net) - -

c) Other Long Term Liabilities - -

d) Long Term Provisions - -

4) Current Liabilities :

a) Short Term Borrowing - -

b) Trade payables

Total Outstanding dues of micro enterprises and small enterprises; and

- -

Total outstanding dues of creditors other than micro enterprises and small enterprises

3 - 109105

c) Other current liabilities 4 3228230 1508000

d) Short-term provisions 5 3005000 3144000

Total 144288356 136661203

II. ASSETS

1) Non-current assets :

a) Fixed assets 6 3952000 3952000

Tangible assets - -

Intangible assets under development - -

Capital Work-in-Progress - -

Intangible Assets under development - -

b) Non-current investment 7 4500000 -

c) Deferred Tax Assets (Net) - -

d) Long term loans and advances 8 94392243 -

e) Other non-current assets 9 100000 200000

2) Current assets :

a) Current investments - -

b) Inventories - -

c) Trade receivables - -

d) Cash and cash equivalents 10 1185605 455527

e) Short-Term Loans and Advances 11 38828050 129851365

f) Other current assets 12 1330458 2202311

Total 144288356 136661203

60

PROFIT AND LOSS STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017

Amount in Rs.


Particulars Note no.

Year Ended 31/03/2017


I. Revenue from operations

II. Other Income 13 13174573 14701118

III. Total Revenue (I + II) 13174573 14701118

IV. Expenses:

a. Cost of Materials consumed

b. Purchases in Stock-in-Trade

c. Changes in Inventories of Finished Goods, work-in-progress and Stock-in-Trade

d. Employee Benefit Expenses 14 784600 766500

e. Finance Costs

f. Depreciation and amortization expense

g. Other expenses 15 2666764 4884435

Total Expenses 3451364 5650935

V. Profit before exceptional and extraordinary items & tax (III-IV)

9723209 9050183

VI. Exceptional Items - -

VII. Profit before Extraordinary Items and Tax (V-VI) 9723209 9050183

VIII. Extraordinary Items - -

IX. Profit before tax (VII-VIII) 9723209 9050183

X. Tax expense:

Current Year Tax 3568181 2796500

Deferred tax - -

XI. Profit/(Loss) for the period from continuing operations (IX-X)

6155028 6253683

XII. Profit/(Loss) from discontinuing operations - -

XIII. Tax Expenses of discontinuing operations - -

XIV. Profit/(Loss) from discontinuing operations (after tax) (XII-XIII)

- -

XV. Profit/(Loss) for the period (XI+XIV) 6155028 6253683

XVI. Earning per equity share (Face Value Rs. 10/- per share)

Basic 0.49 0.50

Diluted 0.49 0.50

61

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31, 2017 Amount in Rs.

PARTICULARS



A CASH FLOW FROM OPERATING ACTIVITIES:

PROFIT BEFORE TAX 9723209 9050183

Adjustments for :

Audit Fees 100000 100000

Annual Custodian Fees 130530 89422

Annual Listing Fees 229000 3071000

Bad Debts - 40626

Capital loss on sale of asset - 441206

Consultancy Charges 500000 -

Depreciation - 59327

Interest paid on car - 2664

E-voting Charges 4554

Interest on late payment of TDS 7410

Newspaper Advertisement 79838

Late Payment fees 6750

Office Rent 480000 480000

Salary 240000 -

Skyline Financial Services Pvt Ltd 756665 -

Sundry Expenses - 17685

Car Hire Charges received - (130000)

Interest Income (13174573) (14571118)

Cash generated from operations (923367) (1342255)

Income Tax paid (1504870) (467500)

Cash Flow before Exceptional Items (2428237) (1809755)

Exceptional Items - -

NET CASH FLOW FROM OPERATING ACTIVITIES (2428237) (1809755)

Adjustment For:

Changes in Current Liabilities

Trade Payable (257189) (842317)

Decrease in Other Current Liabilities (496273) (5327750)

Increase in Current Liabilities 209000 -

TDS Payable (185410) -

Trade Receivables - 600000

NET CASH FLOW FROM OPERATING ACTIVITIES (A) (3158109) (7379822)

B CASH FLOW FROM INVESTING ACTIVITIES

Share Investment (4500000) -

Flat Purchased - (252000)

Office Deposit (100000) -

Share Investment (141400000) (52175726)

Loans Received 149888187 59404882

Asset Sold (Car) - 58315

NET CASH FLOW FROM INVESTING ACTIVITIES (B) 3888187 7035471

C CASH FLOW FROM FINANCING ACTIVITIES

Loan Taken Paid - (623206)

NET CASH FROM FINANCING ACTIVITIES (C) - (623206)

NET INCREASE / (DECREASE) IN CASH & CASH EQUIVALENTS (A+B+C)

730078 (967557)

62

CASH AND CASH EQUIVALENT IN THE BEGINNING OF THE YEAR

Cash and Cheque in Hand 371127 434102

Balance with Bank

Axis Bank (4945) 69940 805847

Axis Bank (1336) - 106840

IDBI Bank 14460 70581

Allahabad Bank - 5714

CASH AND CASH EQUIVALENT AT THE END OF THE YEAR 1185605 455527


63

SCHEDULE FORMING PART OF BALANCE SHEET AS AT 31/03/2017

SCHEDULE-1 SHARE CAPITAL

(Amount in Rs.)

Particulars As at 31/03/2017 As at 31/03/2016

AUTHORISED SHARE CAPITAL

1,30,00,000 equity shares of Rs.10/- each 13,00,00,000 13,00,00,000

ISSUED, SUBSCRIBED & PAID UP CAPITAL

1,24,42,500 equity shares of Rs.10/- each 12,44,25,000 12,44,25,000

TOTAL 12,44,25,000 12,44,25,000

A) Reconciliation of Number of Shares

(Amount in Rs.)

Particulars Equity Shares

As at 31/03/2017 As at 31/03/2016

Shares outstanding at the beginning of the year 1,24,42,500 1,24,42,500

Shares issued during the year - -

Shares bought back during the year - -

Shares outstanding at the end of the year 1,24,42,500 1,24,42,500

B) Rights, preferences and restrictions attached to Equity shares The Company has one class of equity shares having a par value of Rs. 10 each. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors, if any is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

SCHEDULE -2 RESERVES & SURPLUS

(Amount in Rs.)


SHARE PREMIUM - -

PROFIT & LOSS ACCOUNT

Opening Balance 74,75,098 12,21,415

Losses written off - -

Additions during the year 61,55,028 62,53,683

Closing Balance 1,36,30,126 74,75,098

TOTAL 1,36,30,126 74,75,098

SCHEDULE -3 TRADE PAYABLES

(Amount in Rs.)


Audit fees payable - 1,10,000

National Securities Depository Limited - (895)

TOTAL - 1,09,105

64

SCHEDULE -4 OTHER CURRENT LIABILITIES

(Amount in Rs.)


Bhim Singh Chaudhary 4,50,000 -

Chaitik Salok & Associates 90,000 -

Navin Rathod 2,32,000 -

Salary Payable 2,40,000 -

Skyline Financial Services 6,75,000 -

Vihang Enterprise 13,50,000 13,50,000

TDS on Contract 1,565 -

TDS payable on Professional fees 1,41,665 1,10,000

TDS payable on Rent 48,000 48,000

TOTAL 32,28,230 15,08,000

SCHEDULE -5 SHORT TERM PROVISIONS

(Amount in Rs.)


Provisions for Income Tax 30,05,000 31,44,000

TOTAL 30,05,000 31,44,000

SCHEDULE 6 FIXED ASSETS

(Amount in Rs.)

Particulars

Gross Block Depreciation Net Block

Opening Addition Deletion Closing Opening Addition Deletion Closing Opening Closing

Flat 39,52,000

-

-

39,52,000

-

-

-

-

39,52,000

39,52,000

TOTAL 39,52,000

-

-

39,52,000

-

-

-

-

39,52,000

39,52,000

SCHEDULE -7 NON CURRENT INVESTMENTS

(Amount in Rs.)


Share Investment 45,00,000 -

TOTAL 45,00,000 -

SCHEDULE -8 LONG TERM LOANS AND ADVANCES (ASSETS)

(Amount in Rs.)


COMPANIES

Amrapali Aadya Trading & Investment Pvt Ltd 4,14,57,378 -

Gini Buildcon Pvt. Ltd 50,38,836 -

Muscari Information Technology Pvt Ltd 55,20,096 -

Nsmk Investment Pvt Ltd 1,35,64,233 -

65

Paradise Buildstate Pvt Ltd 25,05,548 -

Unique Shanti Developers Pvt Ltd (I) 1,32,96,205 -

Varotra Trading Pvt Ltd 70,39,822 -

Venelec Electr Company 25,34,274 -

NON - COMPANIES

Aqua Chem 12,07,101 -

Addin Finserv 22,28,750 -

TOTAL 9,43,92,243 -

SCHEDULE- 9 OTHER NON CURRENT ASSETS

(Amount in Rs.)


Office Deposit 1,00,000 2,00,000

TOTAL 1,00,000 2,00,000

SCHEDULE -10

CASH AND CASH EQUIVALENTS

(Amount in Rs.)


Cash and Cheque In Hand 60,630 3,71,127

Balance with Bank

Axis Bank 11,24,975 69,940

IDBI Bank - 14,460

TOTAL 11,85,605 4,55,527

SCHEDULE- 11 SHORT TERM LOANS AND ADVANCES

(Amount in Rs.)


Everest Sudharshan Pvt Ltd 1,78,89,370 1,66,74,370

Happy Home Corporation 98,680 1,15,00,000

Jayman Textile Pvt Ltd 14,50,000 14,50,000

Kinjal Enterprises 1,93,90,000 1,75,00,000

Alag Nirman Pvt Ltd - 2,05,87,713

Alag Property Construction Pvt Ltd - 27,04,039

Deep Industires Limited - 3,72,71,387

Unique Shanti Developers Pvt Ltd - 2,21,63,856

TOTAL 3,88,28,050 12,98,51,365

SCHEDULE -12 OTHER CURRENT ASSETS

(Amount in Rs.)


TDS 13,17,458 18,85,781

Others 13,000 3,16,530

TOTAL 13,30,458 22,02,311

66

SCHEDULE FORMING PART OF PROFIT AND LOSS A/C FOR YEAR ENDED 31/03/2017

SCHEDULE - 13

OTHER INCOME

(Amount in Rs.)


Interest Income 1,31,74,573 1,45,71,118

Other Income - 1,30,000

TOTAL 1,31,74,573 1,47,01,118

SCHEDULE - 14 EMPLOYEE BENEFIT EXPENSES

(Amount in Rs.)


Salary 7,84,600 7,66,500

TOTAL 7,84,600 7,66,500

SCHEDULE - 15 OTHER EXPENSES

(Amount in Rs.)


Annual Custodian Fees 1,30,530 89,422

Account writing Charges - 1,20,000

Annual Listing Fees 2,29,000 30,71,000

Audit Fees 1,00,000 1,00,000

Bank Charges 4,670 14,231

BSE Ltd 23,028 -

Consultancy Charges 5,00,000 -

Conveyance Charges 46,723 34,300

Courier Cahrges 7,294 12,260

E-voting Charges 4,554 -

Interest on Late Payment of TDS 7,410 -

Newspapper Advertisement 79,838 38,802

Office expenses 46,866 32,500

Office Rent 4,80,000 4,80,000

Printing and Stationary 34,119 6,563

Professional Fees 11,500 15,375

ROC Expenses 3,200 600

Skyline Financial Services Pvt Ltd 8,23,312 22,755

Sundry Expenses 69,743 1,02,230

Telephone Expenses 42,598 37,350

Travelling Expenses 18,779 -

Website Chargres 3,600 3,700

Bad Debt - 40,626

Capital Loss on Sale of Fixed Asset - 4,41,206

Depreciation - 59,327

Interest on CarLoan - 2,664

Late Payment Fees - 6,750

67

Msedcl - 55,290

NSDL - 7,898

Petrol Expenses - 20,260

Stock Exchange Fees - 39,326

Transfer Fees - 30,000

TOTAL 26,66,764 48,84,435


68

NOTE - : SIGNIFICANT ACCOUNTING POLICIES AND OTHER NOTES ON FINANCIAL STATEMENTS

1. SIGNIFICANT ACCOUNTING POLICIES:

a) Method of Accounting The Financial Statements are prepared under the Historical Cost Convention and in accordance with the applicable Accounting Standards and accepted Business Practices.

b) Revenue Recognition All Revenues, Costs, Assets and Liabilities are accounted for on Accrual Basis, except Claims Received/Paid.

c) Investment Long Term Investments are stated at Cost.

d) Income from Investments Dividend on Investment is accounted for in the Year of Receipt.

e) Taxes on Income Tax expenses for the relevant period comprises of current tax and deferred tax. Deferred tax is recognized, subject to consideration of prudence, on all timing difference between taxable income and accounting income that originate in one period and are capable of being reversed in one or more subsequent periods. The accumulated deferred tax liability is adjusted by applying the tax rates and tax laws applicable at the year end.

2. OTHER NOTES ON FINANCIAL STATEMENTS I. Contingent Liabilities : Nil

II. In the opinion of the Board of Directors, the Current Assets, Loans and Advances are stated in the Balance Sheet at the value which, if realised in the normal course of business, would not be less than the amount at which they are stated in the Balance Sheet

III. Balances with Sundry Debtors, Other Advances Received/Given are subject to Confirmation. Various transactions relating to the business of the Company entered into with different parties are also subject to Confirmation.

IV. Any statutory liability arising in future out of business transactions shall be accounted for on Cash Basis. V.

Earning per share 2016-17 2015-16

Profit after tax as per Profit and Loss Account 61,55,027 62,53,683

Average number of Equity shares (Face value of Rs.10/- each) 1,24,42,500 1,24,42,500

Basic and Diluted EPS (in rupees) 0.49 0.50

VI. As a matter of prudence and future possibility of adjustment of unabsorbed carry forward losses. No adjustment has been made for Deferred Tax Asset in the books of accounts.

VII. Disclosure in respect of Specified Bank Notes (SBN) held and transacted during the period 8th November, 2016 to 30th December, 2016:

Particulars SBN Other

Denomination Notes

Total

Closing cash on hand as on 8th November, 2016 - - -

Add: Withdrawal from Bank Accounts - - -

Add: Receipts from permitted transactions - - -

Less: Paid for permitted transactions - - -

Less: Amount deposited in Banks - - -

Closing cash on hand as on 30th December, 2016 - - -

VIII. Previous year figures are regrouped / rearranged and recast wherever considered necessary.

For and on Behalf of the Board of Directors Sd/- Sd/-

Veepul Gohill Bhavna Kesur (Director) (Director)

DIN: 05322517 DIN: 07726094 Place: Mumbai Date: 27.05.2017

69

ATTENDANCE SLIP ALORA TRADING COMPANY LIMITED

(CIN: L70100MH1982PLC296275)

Regd. Off.: Shop no.37,Rock Avenue E Plot, Hindustan Naka, Kandivali(W) Mumbai-400067

Phone: 022-65172555, Email: [email protected] ; Web: www.aloratradingltd.com

DP ID No.*: Folio. No.:

Client ID No.*: No. of Shares held:

*Applicable for investors holding shares in electronic form

Name and address of the Shareholder(s)/Proxy holder:

__________________________________________________________________________________________

__________________________________________________________________________________________

__________________________________________________________________________________________

__________________________________________________________________________________________

_______________

I / We hereby record my/our presence at the Annual General Meeting of the Company to be held on Saturday,

30th

September, 2017 at 10.00 a.m., at Shop no.37, Rock Avenue E Plot, Hindustan Naka, Kandivali(W)

Mumbai-400067.

Member’s / Proxy’s

Signature

Note:

(Shareholders attending the meeting in person or by proxy are requested to complete the attendance slip and

hand over at the entrance of the Meeting Hall)

***************



70

PROXY FORM

ALORA TRADING COMPANY LIMITED

(CIN: L70100MH1982PLC296275)

Regd. Off.: Shop no.37,Rock Avenue E Plot, Hindustan Naka, Kandivali(W) Mumbai-400067

Phone: 022-65172555, Email: [email protected] ; Web: www.aloratradingltd.com

Name of the Member(s):

Registered Address:

Folio No./Client Id: DP Id :

I/We, being the member(s) of _____________ shares of Alora Trading Company Limited, hereby appoint:

1. Name__________________________ Address _________________________________

Email Id:- _______________________________Signature____________or failing him;

2. Name__________________________ Address _________________________________

Email Id:- _______________________________Signature _____________or failing him;

3. Name__________________________ Address _________________________________

Email Id:- _______________________________Signature______________or failing him;

as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the Annual General Meeting

of the Company, to be held on Saturday, 30th

September, 2017, at 10.00 a.m. at Shop no.37, Rock Avenue E

Plot, Hindustan Naka, Kandivali(W) Mumbai-400067, and at any adjournment thereof in respect of such

resolutions as are indicated below:

Sr. No. List of Resolutions

ORDINARY BUSINESS: For Against

1 To receive, consider and adopt the Financial Statement of the Company for the Financial Year 2016-17 ended on 31st March, 2017 including audited Balance Sheet as at 31st March, 2017, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date and the report of Board of Directors and Auditors thereon.

2 Ratification of appointment of Statutory Auditor.

SPECIAL BUSINESS

4 Regularization of Appointment of Mr. Veepul Gohill as an Executive Director

5 Regularization of Appointment of Mrs. Bhavna Kesur as a Non- Executive Director

6 Regularization of Appointment of Mr. Rajendra Jadhav as an Independent Director

7 Regularization of Appointment of Mr. Dinesh Chauhan as an Independent Director

8 Regularization of Appointment of Mr. Veepul Gohill as Managing Director

9 Approval to deliver document through a particular mode as may be sought by the member

10 Adoption of New Articles of Association of the Company

Signed this __________ day of _________________, 2017

Signature of Shareholder(s) ____________________________

Signature of Proxy holder(s) ___________________________

Affix Revenue

Stamp Re.1/-



71

Note:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered

Office of the Company, not less than 48 hours before the commencement of the Meeting.

2. For the Resolutions, Explanatory Statement and notes, please refer to the Notice of the Annual General

Meeting.

3. Put a ‘X’ in the appropriate column against the Resolution indicated in the Box. If you leave the ‘For’ or

‘Against’ column blank against any or all Resolutions, your Proxy will be entitled to vote in the manner as

he/ she thinks appropriate.

***************

AGM INFORMATION

Date : 30th

September, 2017

Day : Saturday

Time : 10.00 a.m.

Address : Shop no.37, Rock Avenue E Plot, Hindustan Naka, Kandivali(W) Mumbai-400067

***************

If Undelivered please return to:

Alora Trading Company Limited

Shop No.37, Rock Avenue,

E Plot, Hindustan Naka,

Kandivali (w),

Mumbai ‐ 400067

Alora Trading Company Limited · 4 Dinesh Chauhan Independent Director COMMITTEE AUDIT COMMITTEE 1...

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