CL for AR...Dear Sir/ Madam, Subject: Annual Report‐ F.Y 2018‐19 REF: NOURITRANS EXIM LIMITED...

Date:06‐09‐2019ToTheGeneralManager‐ListingCorporateRelationshipDepartmentTheBSELimitedPhirozJeejeebhoyTowerDalalStreet,Mumbai‐400001DearSir/Madam,Subject:AnnualReport‐F.Y2018‐19REF:NOURITRANSEXIMLIMITED(ScripCode‐540698)With reference to the above subject and as per Regulation 34 of SEBI (LODR)Regulations,2015pleasefindattachedherewithAnnualReportoffinancialyear2018‐19

Kindlyreplacethesameonyourrecord.

ThankingYou

Yoursfaithfully

For,NOURITRANSEXIMLIMITED

ASIFIQBALVOHRAMANAGINGDIRECTORDIN:03642223

NOURITRANS EXIM LIMITED BOARD OF DIRECTORS ASIF IQBAL VOHRA ‐ Managing Director AFTAB IQBALBHAI VOHRA ‐ Executive Director FIROZ YUSUFBHAI VHORA ‐Non Executive Director KEY MANAGERIAL PERSONNEL ASIF IQBAL VOHRA ‐Chief Financial Officer STATUTORY AUDITORS M/s. Parth Shah and Associates Chartered Accountants Ahmedabad BANKERS FEDERAL BANK Ahmedabad Branch P.O Box.4073, OPP. City Gold Cinema, Ashram Road, Navrangpura, Ahmedabad‐380009 Gujarat REGISTERED OFFICE 101/17 Premier Shopping Centre Mirzapur Road Ahmedabad‐380001 Gujarat

ANNUAL REpORT 2018-19

NOURITRANS EXIM LIMITED

INDEX

Sr. No Particular 1 Notice for the AGM 2 Directors Report 3 MGT‐9 4 Management Discussion & Analysis 5 Independent Auditors Report 6 Balance sheet 7 Statement of Profit and Loss 8 Notes 9 Attendance Slip 10 Proxy Form



NOTICE

Notice is hereby given that the 24TH Annual General Meeting of the members of Nouritrans Exim

Limited will be held on Monday, 30th September, 2019 at the registered office of the Company situated

at 101/17 Premier Shopping Centre, Mirzapur Road, Ahmedabad-380001, Gujarat at 3.00 P.M to

transact the following business:

ORDINARY BUSINESS:

1. To receive, consider and adopt the audited Balance Sheet as at 31st March, 2019 and Statement of

Profit & Loss for together with Cash Flow Statement and Notes forming part thereto (“Financial

Statement”) for the year ended on 31st March, 2019 and Report of the Board of Directors and Auditors

thereon.

2. Re‐appointment Mr. Ashif Vohra, Managing Director of the company (DIN: 03642223), liable to retire

by rotation in terms of section 152 (6) of the companies act, 2013 and, being eligible, himself for re‐

appointment.

By Order of the Board of Director

DATE: 02/09/2019 PLACE: AHMEDABAD SD/- Asif IQBAL Vohra Managing Director

DIN: 03642223 Registered Office: 101/17 Premier Shopping Centre Mirzapur Road, Ahmedabad‐380001 Gujarat



NOTES:

1. PROXIES TO ATTEND AND, TO VOTE INSTEAD OF HIMSELF AND SUCH PROXY NEED NOT BE A MEMBER OF THE COMPANY. A PERSON CAN ACT AS PROXY ON BEHALF OF MEMBERS NOT EXCEEDING 50 (FIFTY) AND HOLDING IN THE AGGREGATE NOT MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS. A MEMBER HOLDING MORE THAN 10% OF THE TOTAL SHARE CAPITAL OF THE COMPANY CARRYING VOTING RIGHTS MAY APPOINT A SINGLE PERSON AS PROXY AND SUCH PERSON SHALL NOT ACT AS A PROXY FOR ANY OTHER SHAREHOLDER. The instrument of Proxy in order to be effective, must be deposited at the Registered Office of the Company, duly completed and signed, not less than 48 hours before the commencement of the meeting. A Proxy form is sent herewith. Proxy form submitted on behalf of the Companies, Societies, etc. must be supported by an appropriate resolution / authority, as applicable.

2. Corporate members intending to send their authorised representatives to attend the Meeting are requested to send to the Company, a certified copy of Board Resolution/ Authorisation document authorising their representative to attend and vote on their behalf at the AGM.

3. The Register of Members and Share Transfer Books will remain closed from 24th September, 2019 to 30th September, 2019 (both days inclusive) for the purpose of Annual General Meeting (AGM).

4. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit the PAN to their DPs with whom they are maintaining their demat accounts and members holding shares in physical form to the Company / RTA.

5. Members seeking any information with regard to accounts are requested to write to the Company at least

10 days before the meeting so as to enable the management to keep the information ready.

6. The Shareholders holding Shares in Physical form are advised to seek their shareholding changed to dematerialized form since in terms of SEBI and Stock Exchange guidelines no physical shares can be traded in the Stock Exchanges.

7. Pursuant to Section 72 of the Companies Act, 2013, members holding shares in physical form may file nomination in the prescribed Form SH‐13 and for cancellation / variation in nomination in the prescribed Form SH‐14 with the Company’s RTA. In respect of shares held in electronic / demat form, the nomination form may be filed with the respective Depository Participant.

8. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names

will be entitled to vote.

9. The members are requested to intimate to the Company, queries, if any, at least 10 days before the date of the meeting to enable the management to keep the required information available at the meeting.

10. Members are requested to notify immediately any change in their addresses and/or the Bank Mandate details to the Company’s Registrars and Share Transfer Agents, KARVY COMPUTERDHARE PVT. LTD for shares held in physical form and to their respective Depository Participants (DP) for shares held in electronic form.



11. The Ministry of Corporate Affairs (vide circular nos. 17/2011 and 18/2011 dated April 21, 2011 and April 29, 2011 respectively) has undertaken a “Green Initiative in Corporate Governance” and allowed companies to share documents with its shareholders through an electronic mode. A Stock Exchanges permits companies to send soft copies of the Annual Report to all those shareholders who have registered their email address for the said purpose. Members are requested to support this Green Initiative by registering / updating their email address for receiving electronic communication.

12. All the Documents referred to in the notice are open for inspection at the registered office of the Company between 11 A.M. to 5.00 P.M on any working day prior to the day of meeting and will also be available at the meeting venue on the date of meeting.

13. The Company being listed on SME Exchange and in view of provisions of Rule 20 of the Companies

(Management and Administration) Rules 2014 is not mandatory to provide remote e-voting facility to its member.

14. BRIEF PROFILE OF THE DIRECTOR/S SEEKING APPOINTMENT / REAPPOINTMENT AT ANNUAL GENERAL MEETING

Details under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 issued by The Institute of Company Secretaries of India in respect of Directors seeking re‐appointment/appointment/ confirmation at the ensuing Annual General Meeting item no. 2 are as follows. Particular AFTAB IQBALBHAI VOHRA Date of Birth 28.05.1975 Date of Appointment 22.03.2017 Qualification Master in International Business from France Relationships between directors inter se Brother of other Director Directorship held in other companies NA Membership/Chairmanships of Committee in other Public Companies

NA

No of Share held in Company 20,276

15. Route map to the Venue of the Annual General Meeting VENUE 101/17 Premier Shopping Centre, Mirzapur Road, Ahmedabad- 380001, Gujarat



DIRECTORS REPORT To The Members, Nouritrans Exim Limited Your Directors present the 24th Annual Report of your Company together with the Audited Financial Statement for the financial year ended, 31st March, 2019. FINANCIAL HIGHLIGHTS

Particulars 2018-19 2017-18 Income for the year was 4,41,28,000 10,34,30,000 Profit before Financial Charges, Depreciation and Taxation Out of which, Provisions have been made for

1,96,000 17,08,790

Financial Charges 10,000 - Depreciation 1,68,000 239000 Provision for Taxation : (i) Current Income Tax - 3,81,000 (ii) Deferred Tax - - Profit after Income Tax 18,000 10,88,790

FINANCIAL OVERVIEW Your Company posted a total revenue of Rs. 4,41,28,000 in the financial year ended on 31 March 2019. Profit after tax is Rs. 18,000 in the financial year ended on 31 March 2019. DIVIDEND The Board of Directors has not recommended any dividend for the financial year ended March 31, 2019. RESERVES During the Year under review, the Company has not transferred any amount to general reserve account. CHANGE IN NATURE OF BUSINESS During the Year, there is no change in the nature of business of the company. SHARE CAPITAL During the year under review there are no change in the share capital of the company. The paid‐up equity share capital as on 31 March 2019 stood Rs. 6,09,61,140. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 Mr. Ashif Iqbal Vohra (DIN: 03642223), Managing Director of the company who is liable to retire by rotation, being eligible, offers himself for reappointment.


NOURITRANS EXIM LIMITED None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

NUMBER OF BOARD MEETINGS Regular meetings of the Board are held, inter‐alia, to review the financial results of the Company and other meetings for discuss and decide on various business policies, strategies and other businesses. During the Financial Year under review, the Board of Directors of the Company met five times i.e 30 May 2018, 04 September 2018, 11 October 2018, 14 November 2018 and 11 March, 2019. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulation, 2015 The Board evaluated the effectiveness of its functioning and that of the Committees and of individual directors by seeking their inputs on various aspects of Board/Committee. The evaluation covered functioning and composition of the Board and its committees, understanding of the roles and responsibilities, experience, competencies, participation at the Board and Committee meetings, corporate governance practices etc. Evaluation of the Board and its compositions was carried out through a defined process covering the areas of the Boards functioning viz. composition of the Board and Committees, understanding of roles and responsibilities, experience and competencies, contribution at the meetings etc. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with explanation relating to material departures;

(b) The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit/loss of the company for that period;

(c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors have prepared the annual accounts on a going concern basis;

(e) 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.

(f) 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.


NOURITRANS EXIM LIMITED DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS A. AUDIT COMMITTEE: The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. Terms of reference: The broad terms of reference of the Audit Committee are as under: • Reviewing of the Company’s financial reporting process and the disclosure of its financial information • To ensure that the financial statement is correct, sufficient and credible. • Recommending the appointment, remuneration and terms of appointment of external Auditor. • Review and monitor the auditor’s independence and performance and effectiveness of audit process. • Approval or any subsequent modification of transactions of the company with related parties • Scrutiny of inter‐corporate loans and investments • Valuation of undertakings or assets of the Company, wherever it is necessary. • Monitoring the end use of funds raised through public offers and related matters. • Reviewing with management the Annual financial statements and half yearly and Quarterly financial results before submission to the Board. • Reviewing periodically the adequacy of the internal control system. • Discussions with Internal Auditor on any significant findings and follow up there on. B. NOMINATION AND REMMUNERATION COMMITTEE: The Nomination and Remuneration Committee of Directors was constituted pursuant to the provisions of Section 178 of the Companies Act, 2013. The Composition of the Committee is in conformity with the provisions of the said Section. Terms of reference: The broad terms of reference of the Nomination and Remuneration Committee are as under: • Formulation of the criteria for determining the qualifications, positive attributes and independence of Director; • Devising a policy on Board diversity; • Formulation of Remuneration policy; • Review the structure, size and composition of the Board; • Identifying and selection of candidates for appointment as Directors; • Identifying potential individuals for appointment as Key Managerial Personnel and Senior Management; • Formulation of criteria for evaluation of Independent Directors and the Board. C. STAKEHOLDERS RELATIONSHIP COMMITTEE: The Stakeholders Relationship Committee of Directors was constituted pursuant to the provisions of Section 178(5) of the Companies Act, 2013. The composition of the Committee is in conformity with the provisions of the said section.


NOURITRANS EXIM LIMITED DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES Pursuant to sub‐section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company’s subsidiary or subsidiaries, associate company or companies and joint venture or ventures is not applicable to the company. And Company does not have any subsidiary.

DEPOSITS Your Company has neither invited nor accepted any fixed deposit from the public during the financial year. EXTRACT OF ANNUAL RETURN The extract of Annual Return as per section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014 is annexed herewith to this report. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO The particulars as required under the provisions of Section 134(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange. ADEQUACY OF INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial Controls with reference to Financial Statements. The Board has inter alia reviewed the adequacy and effectiveness of the Company’s internal financial controls relating to its financial statements. During the year, such Controls were tested and no reportable material weakness was observed PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013 During the year, the Company has not given any loan, guarantee or provided security in connection with the loan to any other body corporate or person or made any investments hence no particulars of the loans, guarantees or investments falling under the provisions of Section 186 of the Companies Act, 2013 are provided by the Board. RELATED PARTY TRANSACTIONS During the year no contracts or arrangements were made with related parties falling under the purview of Section 188 of the Companies Act, 2013 There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.


NOURITRANS EXIM LIMITED PARTICULARS OF EMPLOYEES In terms of the provisions of Section 197 of the Companies Act, 2013, read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. However as per the provisions of Section 136 of the said Act, the Annual Report Excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Any, member interested in obtaining the information on employee’s particulars, which is available for inspection by the members at the registered office of the Company during Business hours on working days of the Company up to the date of ensuing Annual General Meeting, may write to the Company at the registered office of the Company in advance. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES The disclosures as per Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has not developed and implemented any Corporate Social Responsibility initiatives as the said provisions are not applicable. SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN FUTURE No significant and material order has been passed by any regulators or courts or tribunals impacting the going concern status and company’s operations in future. The company is doing reasonable growth and development. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The company has adequate internal control systems in place. With a view to monitor the Company’s performance as well as to make sure that internal checks and controls are operating properly, the Company has appointed external firms of Chartered Accountant as Internal auditor. The audit committee ensures that the internal control systems are adequate and working effectively. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT No material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which this financial statements relate and the date of this report. AUDITORS

• STATUTORY AUDITOR Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 the Members at the their Annual General Meeting of the Company had appointed M/s. Parth Shah and Associates, Chartered Accounts (FRN: 144251W) as the Statutory Auditor of the Company to hold office for a term of five years.


NOURITRANS EXIM LIMITED The Board has duly reviewed the Statutory Auditors’ Report of M/s. Parth Shah and Associates for the financial year ended on 31 March 2019 and the observations and comments, appearing in the report are self‐explanatory and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Companies Act, 2013

• SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had appointed Practicing Company Secretary to undertake the Secretarial Audit of the Company for the FY 2018‐19. The Secretarial Audit Report for the FY 2018‐19 is annexed to this Directors’ Report.

• Cost Auditor

The Company has not appointed the Cost Auditor as pursuant to section 148 of Companies act, 2013

read with the Companies (cost records and Audit) Amendment rules, 2014, the Cost Audit is not Applicable to Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. CONSERVATION OF ENERGY:

I. the steps taken or impact on conservation of energy : Nil II. the steps taken by the company for utilising alternate sources of energy : None

III. the capital investment on energy conservation equipments : Nil

B. TECHNOLOGY ABSORPTION:

I. the efforts made towards technology absorption : None II. The benefits derived like product improvement, cost reduction, product development or

import substitution: None III. in case of imported technology (imported during the last three years reckoned from the

beginning of the financial year)‐ a) The details of technology imported: None

b) The year of import: N.A. c) Whether the technology been fully absorbed: N.A. d) If not fully absorbed, areas where absorption has not taken place, and the reasons

thereof: N.A. e) The expenditure incurred on Research and Development: Nil

C. There was no foreign exchange inflow or Outflow during the year under review


NOURITRANS EXIM LIMITED VIGIL MECHANISM/WHISTLE BLOWER POLICY The Company has established Vigil Mechanism system and framed Whistle Blower Policy. Whistle

Blower Policy is disclosed on the website of the Company at www.neplexport.com

MANAGEMENT DISCUSSION AND ANALYSIS Management Discussion and analysis Report as Required under Regulation 34 and Schedule V of SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this

Report, and provides the companies’ current working and future outlook. CORPORATE GOVERNANCE

As per Regulation 15(2) of SEBI (Listing Obligation and Disclosures requirement) Regulation, 2015, Report on Corporate Governance is not applicable on the Company as the Company is listed on SME

Platforms of BSE. Therefore, The Company has obtained a Certificate from a Practicing Company Secretaries certifying the same.

ACKNOWLEDGEMENTS Your Directors wish to place on record their appreciation for the continuous support received from the Members, customers, suppliers, bankers, various statutory bodies of the Government of India and the Company’s employees at all levels. By Order of the Board of Director DATE: 02/09/2019 SD/- PLACE: AHMEDABAD Asif Vohra Managing Director DIN: 03642223


http://www.neplexport.com/

Annexure ‐A

FormNo.MGT‐9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31.03.2019

[Pursuant to section92 (3) of the Companies Act, 2013 andrule12 (1) of the Companies (Management and Administration)Rules, 2014]

I. REGISTRATIONANDOTHERDETAILS:

i. CIN

U51100GJ1995PLC027381

ii. Registration Date

07.09.1995

iii. Name of the Company


iv. Category/Sub‐Category of the Company

Company limited by Shares/ Indian Non‐government company

v. Address of the Registered office and Contact details

101/17 Premier Shopping Centre, Mirzapur Road, Ahmedabad‐380001, Gujarat

vi. Whether listed company

Listed

vii. Name, Address and Contact Details of Registrar and Transfer Agent, if any

Karvy Fintech Private Limited “Karvy House” , 46 , Avenue – 4, Street no. 1, Banjara Hills, Hyderabad – 500038, Andhra Pradesh. Tel. No. – 040‐67162222 Website ‐ www.karvycomputershare.com

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

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

Sr. No

Name and Description of main

products/ services

NIC Code of the

Product/ service

% to total turnover of the

company

1 Import Export and Trading of Commodity

462 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES :

Sr.

No.

Name And Address Of

The Company

CIN/GLN Holding/

Subsidiary

/Associate

%of

shares

held

Applicable

Section

1. NIL

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

I. Category‐wise Shareholding

Category of Shareholders

No. of Shares held at the beginning

of the year (As on 01st April, 2018)

No. of Shares held at the end of the

year (As on 31st March, 2019)

% Change

during

The year

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoter & Promoter Group

1) Indian

a) Individual/ HUF

1803219 ‐ 1803219 31.42% 1803219 ‐ 1803219 29.58% (1.84%)

b) Central Govt ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 0

c) State Govt(s) ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 0

d) Bodies Corp ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 0

e) Banks / FI ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 0

f) Any Other ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 0

Sub‐total(A)(1):‐

1803219 ‐ 1803219 31.42% 1803219 ‐ 1803219 29.58% (1.84%)

2) Foreign

g) NRIs‐Individuals

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 0

h) Other‐Individuals

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 0

i) Bodies Corp. ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 0

j) Banks / FI ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 0

k) Any Other…. ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 0

Sub‐total(A)(2):‐

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ 0

TOTAL A 1915219 ‐ 1915219 31.42% 1803219 ‐ 1803219 29.58% (1.84%)

B. Public Shareholding

1. Institutions

a) Mutual Funds

‐ ‐ ‐ 0% ‐ ‐ ‐ 0% 0

b) Banks / FI ‐ ‐ ‐ 0% ‐ ‐ ‐ 0% 0

c) Central Govt ‐ ‐ ‐ 0% ‐ ‐ ‐ 0% 0

d) State Govt(s) ‐ ‐ ‐ 0% ‐ ‐ ‐ 0% 0

e) Venture Capital Funds

‐ ‐ ‐ 0% ‐ ‐ ‐ 0% 0

f) Insurance Companies

‐ ‐ ‐ 0% ‐ ‐ ‐ 0% 0

g) FIIs ‐ ‐ ‐ 0% ‐ ‐ ‐ 0% 0

h) Foreign Venture

‐ ‐ ‐ 0% ‐ ‐ ‐ 0% 0

Capital Funds

i) Others (specify)

‐ ‐ ‐ 0% ‐ ‐ ‐ 0% 0

Sub‐total(B)(1)

‐ ‐ ‐ 0% ‐ ‐ ‐ 0% 0

2. Non Institutions

‐ ‐ ‐ 0% 0

a) Bodies Corp. (i) Indian

2053123

‐ 2053123

33.68 1647472 ‐ 1647472 27.02% (6.66%)

b) Individuals (i) Individual shareholders holding nominal share capital up to Rs. 2 lakh (ii) Individual shareholders holding nominal share capital in excess of Rs 2 lakh

996106

575666

‐ ‐

996106 575666

16.34% 9.44%

1556925

968498

‐ ‐

1556925 968498

25.54% 15.89%

9.20% 6.45%

Others(Specify) 556000 ‐ 556000 9.12% 126000 ‐ 126000 1.97% (7.15%)

Sub‐total(B)(2)

2127772 ‐ 2127772 34.90% 2651423 2651423 43.4% 8.5%

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

4180895 ‐ 4180895 68.58% 4292895 ‐ 4292895 70.42% 1.84

C. Shares held by Custodian for GDRs & ADRs

‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐ ‐

Grand Total (A+B+C)

6096114 6096114 100% 6096114 6096114 100% ‐

II. Shareholding of Promoters

Sr. No

Shareholder’s Name

Shareholding at the beginning of the year

(As on 01st April, 2018)

Shareholding at the end of the year

(As on 31st March, 2019)

No. of Shares

% of total Shares of

the company

%of Shares Pledged

/ encumbered to total

No. of Shares

% of total

Shares of the

company

%of Shares Pledged

/ encumbered to total

% change in share holding

during the year

1. Noorjahan I Vohra

3650 0.06% ‐ 3650 0.06 ‐ ‐

2. Asif Vohra 132276 2.17% ‐ 20276

0.33 ‐ (1.84%)

3. Shaheen Vohra 1779293 29.19% ‐ 1779293 29.19 ‐ ‐

Total 1915219 31.42% ‐ 1803219 29.58% ‐ (1.84%)

III. Change in Promoters’ Share holding (please specify, if there is no change)

S

N

PARTICULARS SHAREHOLDING AT THE BEGINNING OF THE YEAR

Increase/ Decrease in

share holding

CUMULATIVE SHAREHOLDING DURING THE YEAR

NO. OF SHARES

% OF TOTAL SHARES

NO OF SHARES

NO OF SHARES

% OF TOTAL SHARES

1 NOORJAHAN VOHRA

At the beginning of the year

3650 0.06% ‐

‐ ‐

At the End of the year ‐ ‐ ‐ 3650 0.06%

2 ASIF VOHRA

At the Beginning of the Year

132276 2.17% ‐ ‐ ‐

At the End of the Year ‐ ‐ 112000 20276 0.33

3 SHAHEEN VOHRA

At the Beginning of the Year

1779293 29.19%

‐ ‐ ‐

At the End of the Year 1779293 29.19%

iv. Shareholding pattern of Top Ten Shareholders (Other than Directors, Promoters and Holders of GDRs and ADRs)

Sr.

no


Cumulative Shareholding during the year

No. of shares % of total shares of the company


1 VIVID OFFSET PRINTERS PVT LTD

At the beginning of the year (As on 01st April, 2018)

1689123 27.71% ‐ ‐

Change During the Year ‐ ‐ (228000) (3.74%)

At the End of the year (As on 31st March, 2019)

‐ ‐ 1461123 23.97%

2 AMIT AGARWAL HUF.


‐ ‐

Change During the Year ‐ ‐

180000 2.95%


180000 2.95%

3 AMIT R AGARWAL


232000 3.81% ‐ ‐

Change During the Year

(56000) (1.05%)


176000 2.76%

4 M J MITTAL HUF


170668 2.80% ‐ ‐


‐ ‐ (82668) (1.36%)


‐ ‐ 88000 1.44%

5 MANISHKUMAR M SALECHA


83333 1.37% ‐ ‐


‐ ‐ NA NA


83333 1.37%

6 LALIT BHUSHAN


32000 0.52%

Change During the Year 40000 0.66%


72000 1.18%

7 MATALIA STOCK BROKING PVT LTD


56000 0.92%

‐ ‐

Change During the Year ‐ ‐ 8000 0.13%


64000 1.05%

8 JAIDHIR KUMAR


4000 0.07



60000

0.98%

9 PAWAN KUMAR


‐ ‐



60000 0.98%

10 EDELWEISS BROKING LTD


187998 3.08%


175998 (2.88%)


12000 0.20%

iv. Shareholding of Director and Key Managerial Personnel:

Sr. No

Name of Director and KMP


Date-wise Increase / Decrease in Shareholding

Cumulative Shareholding end of the year

No. of shares

% of total shares of the company


1 ASIF VOHRA 132276 2.17% (1,12,000) 20,276 0.33

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

‐ ‐

2,54,609

‐

2,54,609

Total (i+ii+iii) ‐ 2,54,609 ‐ 2,54,609

Change in Indebtedness

during the financial year

‐ Addition

‐ Reduction

‐ ‐

Net Change (2,54,609) ‐ (2,54,609)

Indebtedness at the

end of the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not

due

‐

‐

‐

‐

Total (i+ii+iii) ‐ ‐ ‐ ‐

V. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: N.A

Remuneration to other directors: N.A

Sl. No. Particulars of Remuneration

Name of MD/WTD/ Manager

TotalAmount

Independent Directors Nil Nil Nil Nil Nil

∙Fee for attending board committeemeetings

∙Commission ∙Others, please specify

Total (1)

Other Non‐Executive Directors

∙Fee for attending board committeemeetings

∙Commission ∙Others, please specify

Total(2)

Total(B)=(1+2)

Total Managerial Remuneration Nil Nil Nil Nil Nil

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. Ifany(give details)

A. Company

Penalty

NIL Punishment

Compounding

B. Directors

Penalty

NIL Punishment

Compounding

C. Other Officers InDefault

Penalty

NIL Punishment

Compounding


MANAGEMENT DISCUSSION AND ANALYSIS INDUSTRY OVERVIEW India`s Foreign Trade Policy (FTP) has, conventionally, been formulated for five years at a time and reviewed annually. The focus of the FTP has been to provide a framework of rules and procedures for exports and imports and a set of incentives for promoting exports. Fifteen years ago India occupied a very small space on the global trade canvas. As various sectors of the Indian economy became more competitive globally, exports began to grow remarkably. India`s merchandise exports recorded a Compound Annual Growth Rate (CAGR) of 15.9 percent over the period 2004‐05 to 2013‐14. Similarly, as the economic growth rate of the country picked up, so did imports, which grew at a CAGR of 16.8 percent over the same period. Today, foreign trade has begun to play a significant part in the Indian economy reflecting its increasing globalization. At the same time, the growing merchandise trade deficit, resulting in a persistently high current account deficit, has set alarm bells ringing. This policy, therefore, aims at promoting exports along with making imports more focused and rational. Government of India has, in the last few months, initiated several measures to re‐energize the economy particularly through initiatives such as “Make in India”, “Digital India”, “Skills India” etc. As these initiatives start showing results, India will become more competitive in several product areas which would, in turn, open up better export prospects. The FTP for 2015‐2020, therefore, endeavors to build synergies with such initiatives necessitating, thereby, a “whole‐of‐Government” approach to foreign trade policy. It first describes a vision with its attendant goals and objectives followed by the strategies and actions identified as necessary to achieve that vision, and, finally, sets out a framework of incentives. BUSINESS OVERVIEW Our Company was originally incorporated as “Nouritrans Exim Private Limited” on September 07, 1995 under the Companies Act, 1956 vide certificate of incorporation issued by the Registrar of Companies, Gujarat, Dadra and Nagar Havelli. The CIN of the Company is U51100GJ1995PTC027381. Our company is in the business of exports, imports and trading of commodity since 1995. Currently, we have a head office and a corporate office located in Gujarat. Our global presence covers various markets in USA, UK, Europe, South Africa and Middle East. Our Managing Director with 22 years of experience, have a mission of dramatically changing the way companies conduct global trade. Our company has been accredited as an International Commodity Export‐Import & Trading Company and having APEDA certificate. Over the decades, our company has emerged as a leading Import‐Export & Trading Company with wide portfolio of International and Domestic customers. For importing and exporting of our goods, we follow the high sea sales method. Due to years to existence, good business relations build and esteemed reputation gain internationally and domestically, our import‐ export processes allows smooth and automatic flow of goods across international borders and in the most efficient, compliant and profitable way. Further, our expertise and professional aptitude have also helped us in creating a long standing relationship with all our customers.


NOURITRANS EXIM LIMITED Our Products:

BASMATI RICE VEGETABLE CANNED MANGO PULP

PET BOTTLES & FLAKES ORGANIC FERTILIZER SUGAR

WHEAT FLOUR COPPER SCRAP SUNFLOWER OIL

OUR COMPETITIVE STRENGTHS: 1. Experienced promoters and Management Expertise 2. Existing Brand 3. Quality Standards 4. Wide Range of Products 5. Strong Customer base 6. well Established Supply and Logistic Chain 7. Strong Risk Management 8. Customer Satisfaction and Timely delivery of our Orders 9. Cordial relations with our customers and contractors 10. Scalable Business Model


NOURITRANS EXIM LIMITED OUR STRATEGIES

1. Focus on Performance and Quality 2. Increase Geographical Presence 3. Focus on Increase in Volume of Sales 4. Expansion of product range 5. Continue to develop client and supplier relationships 6. Strengthening our Brand

RISK & CONCERNS

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Key business risks and mitigation strategy are highlighted below. 1) Business risk: To mitigate the risk of high dependence on any one business for revenues, the Company has adopted a strategy of launching new products/services. 2) Legal & Statutory Risk: The Company Secretary, compliance and legal functions advice the Company on issues relating to compliance with law and to prevent violations of the same. The Company Secretary submits a quarterly report to the Board on the company’s initiatives to comply with the laws of various jurisdictions. The company also seeks independent legal advice wherever necessary. 3) Human resource attrition risk: Vivid Mercantile Limited’s key assets are its employees and in a highly competitive market, it is a challenge to address attrition. Vivid Mercantile Limited continues to accord top priority to manage employee attrition by talent retention efforts and offering a competitive salary and growth path for talented individuals. 4) Others: The Company is exposed to risks & fluctuations of foreign exchange rates, raw material prices and overseas investments exposures. HUMAN RESOURCES AND INDUSTRIAL RELATIONS: The Company recognizes human resources as its biggest strength which has resulted in getting acknowledgement that the Company is the right destination where with the growth of the organization, value addition of individual employees is assured. The total number of employees as on 31st March, 2019 is 7. INTERNAL CONTROL SYSTEM:

The Company maintains a proper and adequate system of internal controls, which provide for automatic checks and balances. The Company’s resilience and focus is driven to a large extent by its strong internal control systems for financial reporting. The Company follows strict procedures to ensure high accuracy in recording and providing reliable financial and operational information, meeting statutory compliances. The Company’s internal team and Audit Committee closely oversee business operations. These responsibilities include the design, implementation and maintenance of adequate internal financial controls to ensure an orderly and efficient conduct of its business. The committees also ensure adherence to the 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. Any deviations are promptly reported to the management. Various risk mitigation measures are then devised to bring risk exposure levels in line with risk appetite. Timely and adequate measures are undertaken to ensure undisrupted functioning of the business.


PARTH SHAH AND ASSOCIATES CHARTEREDACCOUNTANTS

Independent Auditor’s Report

To, THE MEMBERS OF NOURITRANS EXIM LIMITED Report on the Financial Statements. We have audited the accompanying financial statements of the Nouritrans Exim Limited (“the Company) which comprise of the Balance Sheet as at 31st March 2019, the Statement of Profit and Loss for the year ended and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows 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. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India, as specified u/s 143(10) of the act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.


We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid 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 31/03/2019, and its Profit for the year ended on that date. Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure A, a statement on the matters specified in the paragraph 3 and 4 of the order.

2. As required by section 143(3) of the Act, we report that:

a. we have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit.

b. In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books.

c. The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d. in our opinion, the Balance Sheet, Statement of Profit and Loss and Cash flow statement comply with the Accounting Standards Specified under Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. on the basis of written representations received from the directors as on 31st March 2019, and taken on record by the Board of Directors, none of the directors is disqualified as on 31st March 2019, from being appointed as a director in terms of Section 164(2) of the Companies Act, 2013.

f. with respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate report in ‘Annexure B’; and

g. with respect to the other matters to be included in the Auditors’ 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 :

I. The Company has no pending litigations so there is no need to disclose the impact of pending litigations on its financial position in its financial statements.

II. The Company has made provision, as required under the applicable law or accounting standards, for material foreseeable losses, if any, on long-term contracts including derivative contracts.


III. The Company is not required to transfer the amount to the Investor Education and Protection Fund and

IV. The Company has provided requisite disclosures in its financial statements as to holdings as well as dealings in Specified Bank Notes during the period from 8 November, 2016 to 30 December, 2016 and these are in accordance with the books of accounts maintained by the Company. For, Parth Shah and Associates Chartered Accountants Parth N. Shah (Proprietor) M No: 173468 FRN No. 144251W Date: 30/05/2019 Place: Ahmedabad


ANNEXURE A TO THE AUDITOR’S REPORT

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets. (b) As explained to us, all the Fixed assets have been physically verified by the management in a phased manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such physical verification. (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are not held in the name of the Company. As the company has taken immovable property on rent.

(ii) (a) Physical verification of inventory has been conducted at reasonable intervals by the management; (b) The company is maintaining proper records of inventory and no material

discrepancies were noticed on physical verification.

(iii) The company has not granted any loans, secured or unsecured to companies, firms or other Parties covered in the register maintained under section 189 of the Companies Act.

(iv) The Company has complied with Provisions of sec 185 and 186 of Companies act 2013. There are no such any Transactions covered under the provision of section 185 of the company’s act 2013.

(v) In our opinion and according to information and explanation given to us the company has not taken any deposit pursuant to provision of Section 73 to 76 of the Companies act, 2013.

(vi) Sub Section (1) of Section 148 of the Companies Act, 2013 is not applicable to company.

(vii) (a) Based on the records produced before us the company is regular in depositing undisputed statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues. (b) According to information and explanation given to us no dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or cess have not been deposited on account of any dispute.

(viii) The company has not taken any loan from financial institution, banks, and government and has not issued debentures. Accordingly, paragraph 3 (viii) of the Order is not applicable.

(ix) The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable.


(x) According to the informations & explanations given to us no fraud by the company or any

fraud on the Company by its officers or employees has been noticed or reported during the year.

(xi) Provisions of section 197 read with Schedule V to the Companies Act, 2013 related to managerial remuneration is not applicable to company.

(xii) Provisions specified in Nidhi Rules, 2014 are not applicable to company.

(xiii) According to the informations & explanations given to us all transactions with the related parties are in compliance with sections 177 and 188 of Companies Act, 2013 and the details have been disclosed in the Financial Statements etc., as required by the applicable accounting standards.

(xiv) According to the informations & explanations given to us During the year Company has not issued any shares by way of initial public offer or further public offer.

(xv) According to the informations & explanations given to us the company has not entered into any non-cash transactions with directors or persons connected with him so, the provisions of section 192 of Companies Act, 2013 are not applicable to company.

(xvi) Provisions of section 45-IA of the Reserve Bank of India Act, 1934 are not applicable to company.

For, Parth Shah and Associates Chartered Accountants Parth N. Shah (Proprietor) M No: 173468 FRN No. 144251W Date: 30/05/2019 Place: Ahmedabad


ANNEXURE B TO THE AUDITOR’S REPORT 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 Nouritrans Exim Limited (‘the Company’) as of 31 March 2019 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 Company’s 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 (‘ICAI’). 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 the 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 (‘the 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, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note 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 auditors’ judgment, 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.

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 the 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 31 March 2019, 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. For, Parth Shah and Associates Chartered Accountants Parth N. Shah (Proprietor) M No: 173468 FRN No. 144251W Date: 30/05/2019 Place: Ahmedabad

ParticularsNote

No.2019 2018

` `I. EQUITY AND LIABILITIES

(1) Shareholder's Funds(a) Share Capital 1 6,09,61,400 6,09,61,400 (b) Reserves and Surplus 2 5,02,62,996 5,02,44,790

(2) Share Application money pending allotment ‐ ‐

(3) Non‐Current Liabilities(a) Long‐Term Borrowings 3 ‐ 2,54,609 (b) Deferred Tax Liabilities (Net) ‐ ‐ (c) Other Long Term Liabilities ‐ ‐ (d) Long Term Provisions ‐ ‐

(4) Current Liabilities(a) Short‐Term Borrowings(b) Trade Payables 4 ‐ 2,96,99,000 (c) Other Current Liabilities 5 ‐ 3,81,000 (d) Short‐Term Provisions

Total Equity & Liabilities 11,12,24,396 14,15,40,799

II.ASSETS ` `(1) Non‐Current Assets

(a) Fixed Assets (i) Property, Plant and Equipment 6 3,64,000 5,07,000 (ii) Intangible Assets ‐ ‐

(iii) Capital Work in Process ‐ ‐ (b) Non‐current investments ‐ ‐ (c) Deferred tax assets (net) ‐ 84,000 (d) Long term loans and advances ‐ ‐ (e) Other non‐current assets ‐ ‐

(2) Current Assets(a) Current investments ‐ ‐ (b) Inventories 6,41,21,000 5,71,14,000 (c) Trade receivables 7 3,88,72,000 8,18,00,000 (d) Cash and cash equivalents 8 1,09,396 8,32,799 (e) Short‐term loans and advances 9 64,72,000 ‐ (f) Other current assets 10 12,86,000 12,03,000

Total Assets 11,12,24,396 14,15,40,799

NOTES TO ACCOUNTS 17

Schedules referred to above and notes attached there to form an integral part of Balance Sheet

This is the Balance Sheet referred to in our Report of even date.

For, PARTH SHAH AND ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Regi.No.:144251W

PARTH N. SHAH

(Proprietor)

Membership No.:173468

NOURITRANSEXIMLIMITED

BALANCE SHEET AS AT 31st MARCH, 2019

(Director) ( Director) Place: Ahmedabad Date: 30/05/2019

FOR NOURITRANS EXIM LIMITED

Sr. No ParticularsNote

No.2019 2018

` `I Revenue from operations 11 4,41,28,000 10,34,30,000 II Other Income 6,666 ‐ III III. Total Revenue (I +II) 4,41,34,666 10,34,30,000 IV Expenses:

Cost of materials consumed 12 4,00,16,000 13,08,95,210

Changes in inventories of finished goods, work‐in‐progress and Stock‐

in‐Trade 13 13,56,000 ‐3,45,60,000Employee Benefit Expense 14 6,46,460 12,56,000 Financial Costs 15 10,000 ‐ Depreciation and Amortization Expense 1,68,000 2,39,000 Other Administrative Expenses 16 19,20,000 41,30,000

Total Expenses (IV) 4,41,16,460 10,19,60,210 V Profit before exceptional and extraordinary items and tax (III ‐ IV) 18,206 14,69,790

VI Exceptional Items ‐ ‐

VII Profit before extraordinary items and tax (V ‐ VI) 18,206 14,69,790

VIII Extraordinary Items ‐ ‐

IX Profit before tax (VII ‐ VIII) 18,206 14,69,790

X Tax expense: (1) Current tax ‐ 3,81,000 (2) Deferred tax ‐ ‐

XI Profit(Loss) from the perid from continuing operations (IX‐X) 18,206 10,88,790

XII Profit/(Loss) from discontinuing operations ‐ ‐

XIII Tax expense of discounting operations ‐ ‐

XIV Profit/(Loss) from Discontinuing operations (XII ‐ XIII) ‐ ‐

XV Profit/(Loss) for the period (XI + XIV) 18,206 10,88,790

Add:‐ Transfer from reserve ‐ ‐ Less: Proposed Dividend ‐ ‐ Less: Tax on Dividend ‐ ‐

Balance Carried Forward to Balance Sheet 18,206 10,88,790

XVI Earning per equity share: (1) Basic 0.03 1.79 (2) Diluted 0.03 1.79

NOTES TO ACCOUNTS 17

Schedules referred to above and notes attached there to form an integral part of Profit & Loss Statement

This is the Profit & Loss Statement referred to in our Report of even date.

For, PARTH SHAH AND ASSOCIATES

CHARTERED ACCOUNTANTS

Firm Regi.No.:144251W

PARTH N. SHAH(Proprietor)Membership No.:173468 Place: Ahmedabad

Date: 30/05/2019

NOURITRANSEXIMLIMITEDPROFIT & LOSS STATEMENT FOR THE PERIOD ENDED ON 31ST MARCH, 2019

(Director) ( Director)

FOR NOURITRANS EXIM LIMITED

Note : 1 Share Capital ` `Sr.

NoParticulars 2019 2018

1 AUTHORIZED CAPITAL

61,00,000 Equity Shares of Rs. 10/‐ each. 6,10,00,000 6,10,00,000

6,10,00,000 6,10,00,000

2 ISSUED , SUBSCRIBED & PAID UP CAPITAL

To the Subscribers of the Memorandum

6096140Equity Shares of Rs. 10/‐ each, Fully 6,09,61,400 6,09,61,400

Total in ̀ 6,09,61,400 6,09,61,400

Sr.

NoSHARE HOLDER'S NAME 2019 2018

1 Shaheen Vohra 17,79,293 17,79,293

29.19% 29.19%

2 Vivid Offset printers Private Limited 14,61,123 16,89,123

23.97% 27.71%

Note : 2 Reserve & Surplus ` `Sr.


1 Capital Reserve ‐ ‐

2 Capital Redemption Reserve ‐ ‐

3 Securities Premium reserve ‐ ‐

4 Debenture Redeemption Reserve ‐ ‐

5 Revaluation Reserve ‐ ‐

6 Shares Option Outstanding Account ‐ ‐

7 Other Reserve (Special Reserve) ‐ ‐

8 Surplus (Profit & Loss Account) 5,02,62,996 5,02,44,790

Balance brought forward from previous year 5,02,44,790 2,92,08,000

Less: Tax on Assessment Paid

Add: Transfer to Profit and Loss A/c ‐ 1,99,48,000

Add: Profit for the period 18,206 10,88,790

Total in ̀ 5,02,62,996 5,02,44,790


Notes Forming Integral Part of the Balance Sheet as at 31 st March, 2019

Following Shareholders hold equity shares more than 5% of the total equity shares of the Company.


Notes Forming Integral Part of the Balance Sheet as at 31 st March, 2019

Note : 3 Long Term Borrowings ` `Sr.


1 Unsecured Loans

From Relatives and Other ‐ 2,54,609

Total in ̀ ‐ 2,54,609

Note : 4 Trades Payable ` `Sr.


(A) Sundry Creditors for Labour:

Trade payable 2,96,99,000

Total in ̀ ‐ 2,96,99,000

Note : 5 Other Current Liabilities ` `Sr.


1 other current liabilities 3,81,000

Total in ̀ ‐ 3,81,000

NOTE NO. : 6 FIXED ASSETS

Value at the

beginning

Addition

during the

year

Deduction

during the

year

Value at the

end

Value at the

beginning

Addition

during the

year

Deduction

during the

year

Value at the

end

WDV as on

31.03.2019

WDV as on

31.03.2018

A Tangible AssetsCar 5,40,427 ‐ ‐ 5,40,427 1,39,917 1,21,902 ‐ 2,61,819 2,78,608 4,00,510 Cylinder 85,940 ‐ ‐ 85,940 18,288 20,186 ‐ 38,474 47,466 67,652 Laptop 39,810 ‐ ‐ 39,810 964 1,195 ‐ 2,159 37,651 38,846

TOTAL 6,66,177 ‐ ‐ 6,66,177 1,59,169 1,43,283 ‐ 3,02,452 3,63,725 5,07,008

Notes Forming Integral Part of the Balance Sheet as at 31st March, 2019

Sr.

NoParticulars

Gross Block Depreciaton Net Block

Note : 7 Trade Recievables ` `Sr.


1 Outstanding for less than six monthsa) Secured, Considered Good : 3,88,72,000 8,18,00,000 b) Unsecured, Considered Good : ‐

Total in ` 3,88,72,000 8,18,00,000

Note : 8 Cash & Cash Equivalent ` `Sr.


1 Cash‐in‐HandCash Balance 10,396 2,62,799

Sub Total (A) 10,396 2,62,799 2 Bank Balance 99,000 5,70,000

Sub Total (B) 99,000 5,70,000

Total [ A + B ] 1,09,396 8,32,799

Note : 9 Loans and advances ` `Sr.


1 short term loans and advances 64,72,000 ‐

Total in ` 64,72,000 ‐

Note : 10 Other Current Assets ` `Sr.


Othersother current assets 12,86,000 12,03,000

Total in ` 12,86,000 12,03,000

NOURITRANSEXIMLIMITEDNotes Forming Integral Part of the Balance Sheet as at 31 st March, 2019

Note : 11 Revenue from Operations ` `Sr.


1 Sales 4,41,28,000 10,34,30,000

Total in ` 4,41,28,000 10,34,30,000

Note : 12 Cost of Material Consumed ` `Sr.


a) PURCHASES

1 Purchases 4,00,16,000 13,08,95,210

Total in ` 4,00,16,000 13,08,95,210

Note : 13 Change in Inventories ` `Sr.


1 Opening Stock 5,71,14,000 12,79,857

2 Closing Stock 6,41,21,000 5,71,14,000

Sales return 83,63,000 2,12,74,143

Total in ` 13,56,000 ‐3,45,60,000

Note : 14 Employee Benefit Expense ` `Sr.


1 Director Remuniration ‐ ‐

2 Staff Salary 6,46,460 12,56,000

Total in ` 6,46,460 12,56,000

Note : 15 Finance Cost ` `Sr.


Bank Charges 10,000

Total in ` 10,000 0

Note : 16 Other Administrative Expenses ` `Sr.


1 Accountant Salary 15,000 45,000

2 Audit fees 15,000 25,000

3 Business Promation 1,00,000 1,50,000

4 Office Rent 2,56,000 3,00,000

5 Legal & Proffessional 90,000 1,10,000

6 Office Exp 3,55,000 4,95,000

7 Petrol & Conveyance 56,000 89,000

8 Printing & Stationery 15,000 17,000

9 ROC Expense 80,000 90,000

10 Telephone Expense 8,000 15,000

11 Transportation Expense 6,85,000 19,99,000

12 Travelling Expense 2,45,000 7,95,000

Total in ` 19,20,000 41,30,000

NOURITRANSEXIMLIMITEDNotes Forming Part of the Profit & Loss Accounts as at 31 st March, 2019

NOTE: 17 SIGNIFICANT ACCOUNTING POLICIES:

1 Corporate Information: Nouritrans Exim Limited was incorporated in the year 1995 and The Company is engaged in Import & Export of Agro based Products and Commodities.

2 Basis of Accounting: The accounts of the Company have been prepared using historical cost convention and on the basis of going concern, with revenue recognized and expenses accounted on accrual basis, unless otherwise stated, as per the Accounting Standard issued by the Institute of Chartered Accountants of India and the relevant provisions of The Companies Act 2013.

3 Property, Plant and Equipment:

a) Fixed Assets are stated at cost of acquisition less accumulated depreciation. All cost attributable to bring the fixed assets to a making condition are capitalized. When assets are sold or discarded, their cost and accumulated depreciation are removed from the accounts and any gain or loss resulting there from is included in Profit And Loss Account.

b) None of the fixed assets have been revalued during the year.

4 Inventories: Inventories are valued at Cost or Net Realisable Value whichever is lower as per Accounting Standard – 2.

5 Revenue Recognition: All Expenses and incomes to the extent considered payable and receivable respectively unless specifically stated to be otherwise are accounted for an accrual basis.

6 Employee Benefits: All employee benefits payable within twelve months of rendering of services are classified as short term benefits. Benefits include salaries, wages, awards, ex-gratia, performance pay, etc. and are recognized in the period in which the employee renders the related service. Liability on account of encashment of leave, Bonus to employee is considered as short term compensated expense and are provided on actual basis.

7 Depreciation:

a) Depreciation on fixed assets is provided on WDV method and in the manner Prescribed in schedule II to the Companies Act, 2013.

8 Investments: Company has not made any investment during year 2018-19

9 Revenue Recognition: Revenue is recognized to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue from sale of goods is recognized on dispatch of products to customers and is stated net of sales tax, excise and returns. Other items of Revenue recognized are in accordance with the Accounting Standard ‘Revenue Recognition’ (AS‐9) issued by the Institute of Chartered Accountant of India.

10 Expenses: Expenses are accounted for on accrual basis and provision is made for all known losses and liabilities.

11 Taxes on Income:

a) Tax expense comprises both current and deferred taxes.

b) Provision is made for income tax liability which is likely to arise on the results for the year at the current rate of tax in accordance with the provisions of the Income Tax Act, 1961.

c) In accordance with Accounting Standard ‘Accounting For Taxes On Income’ – (AS-22) issued by The Institute of Chartered Accountant of India, amount of the deferred tax for timing difference between book profit and tax profit for the year is accounted for using the tax rates and laws that have been enacted or substantively enacted as of the balance sheet date.

d) There is no impact of Income Computation and Disclosure Standards (ICDS).

13 Earnings per Share: In determining the Earnings Per share, the company considers the net profit after tax which includes any post tax effect of any extraordinary / exceptional item. The number of shares used in computing basic earnings per share is the weighted average number of shares outstanding during the period. The number of shares used in computing Diluted earnings per share comprises the weighted average number of shares considered for computing Basic Earnings per share and also the weighted number of equity shares that would have been issued on conversion of all potentially dilutive shares. In the event of issue of bonus shares, or share split the number of equity shares outstanding is increased without an increase in the resources. The number of Equity shares outstanding before the event is adjusted for the proportionate change in the number of equity shares outstanding as if the event had occurred at the beginning of the earliest period reported.

The Earning per Share (AS‐20) has been computed as under:

(a) Profit after tax Rs. 18206/‐ (b) Equity Share (In Number) No. 4,00,000 (c) Nominal value of share Rs. 10 per share

(d) EPS Rs. 0.03/-

For, Parth Shah and Associates For, Nouritrans Exim Limited Chartered Accountants Parth N. Shah Director Director (Proprietor) M No: 173468 FRN No. 144251W


AnnualGeneralMeeting–Monday,30thSeptember,2019

ATTENDANCESLIPFolioNo./ClientId:

NameofShareholder:

AddressofShareholder:

I,herebyrecordmypresenceattheAnnualGeneralMeetingoftheCompanytobeheldon Monday, 30th September, 2019 at 3.00 PM at 101/17, Premier Shopping Centre,MirzapurRoad,Ahmedabad‐380001,Gujarat.

SignatureoftheMember_____________________________________

Notes:

A. OnlyMember/Proxycanattendthemeeting.Nominorswouldbeallowedatthemeeting.

B. Member/Proxywhowishestoattendthemeetingmustbringthisattendance

sliptothemeetingandhandoverattheentrancedulyfilledinandsigned.

C. Member/Proxy should bring his/her copy of the Notice of ExtraordinaryGeneralMeetingforreferenceatthemeeting.


FormNo.MGT‐11Proxyform

[Pursuanttosection105(6)oftheCompaniesAct,2013andrule19(3)oftheCompanies(ManagementandAdministration)Rules,2014]

CIN: U51100GJ1995PLC027381Nameofthecompany: NOURITRANSEXIMLIMITEDRegisteredoffice: 101/17,PremierShoppingCentre,MirzapurRoad,

Ahmedabad‐380001,GujaratNameofthemember(s):Registeredaddress:EmailId:FolioNo./ClientId:DPID:I/We,beingthemember(s)of………….sharesoftheabovenamedcompany,herebyappoint1. Name:

Address: E‐mailId: Signature:

Orfailinghim/her

2. Name: Address: E‐mailId: Signature:

Orfailinghim/her3. Name:

Address: E‐mailId: Signature:

asmy/ourproxytoattendandvote(onapoll)forme/usandonmy/ourbehalfatthe24thAnnualGeneralMeetingofthecompany,tobeheldonthe30thdayofSeptember,2019at03.00P.M.at101/17,PremierShoppingCentre,MirzapurRoad,Ahmedabad‐380001,Gujaratandatanyadjournment thereof inrespectof suchresolutionsasareindicatedbelow:

NOURITRANS EXIM LIMITED ResolutionNo.

Resolution VOTING

ORDINARYBUSINESS FOR AGAINST1. To receive, consider and adopt Audited

Financial Statement of the Company for thefinancial year ended on March 31st, 2019together with Report of Board of DirectorsandAuditors’Reportthereon.

2. To Appoint a Director in place ofMr.AshifIqbalVohra(DIN:03642223),whoretiresbyrotation in terms of Section 152(6) of theCompanies Act, 2013 and, being eligible,offershimselfforre‐appointment.

Signedthis……...............dayof………......................................2019SignatureofshareholderSignatureofProxyholder(s)Note:This formofproxy inorder tobeeffectiveshouldbedulycompletedanddepositedattheRegisteredOfficeoftheCompany,notlessthan48hoursbeforethecommencementoftheMeeting.

CL for AR...Dear Sir/ Madam, Subject: Annual Report‐ F.Y 2018‐19 REF: NOURITRANS EXIM LIMITED...

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Transcript of CL for AR...Dear Sir/ Madam, Subject: Annual Report‐ F.Y 2018‐19 REF: NOURITRANS EXIM LIMITED...