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35TH ANNUAL GENERAL MEETING 2015

Worth Invetment & Trading Co. Ltd.

WORTH INVESTM ENT & TRADING COM PANY LIM ITED

2015

35TH ANNUAL

GENERAL

MEETING ANNUAL REPORT

User

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Corporate Information

Director’s Report

Management Discussion & Analysis Report

Corporate Governance Report

Auditor’s Report on Corporate Governance

Financial Statement

Standalone

Balance Sheet

Statement of Profit & Loss A/c

Cash Flow Statement

Notes On Financial Statement

Attendance Slip

Proxy Form (MGT-11)



Corporate Information

Board of Director RAKESH KUMAR MISHRA MANAGING DIRECTOR DILIP KUMAR SHAW DIRECTOR SUMAN PAL DIRECTOR ARCHANA SHARMA DIRECTOR

Company Secretary & Compliance Officer ANAND CHANDAK

REGISTRAR & SHARE TRANSFER AGENT MAHESHWARI DATAMATICS PVT.LTD. SEBI Authorised Registrar & Share Transfer Agents Head Office: 6, Mango lane, 2nd Floor Kolkata-700001 Phone: 22435029/5809 Email: [email protected] Website: www.mdpl.in

Statutory Auditor MAROTI & ASSOCIATES, Chartered Accountant, (FRN 322770E)

Registered Office 34, C.R. Avenue 1st Floor Cabin No. 2 Kolkata-700012, West Bengal

Email-Id: [email protected]

Stock Exchange

Bombay Stock Exchange Ltd.

The Calcutta Stock Exchange Ltd

Website

www.worthinv.com

mailto:[email protected]

http://www.mdpl.in


http://www.worthinv.com



Worth Investment & Trading Company Limited CIN No.: L67120WB1980PLC032932

Registered Office: 34, C.R. Avenue 1st Floor Cabin No. 2

Kolkata-700012, West Bengal

Email-ID: [email protected]

NOTICE

Notice is hereby given that the 35th Annual General Meeting of the members of WORTH

INVESTMENT & TRADING COMPANY LIMITED will be held on Wednesday, the 30th day of

September, 2015 at 1:00 P.M at its registered office at 34, C.R Avenue 1st Floor Cabin No. 2,

Kolkata-700012 to transact the following business:

Ordinary Business:

1. To receive, consider and adopt the audited financial statement of the company for

the financial year ended 31st March, 2015, including the audited Balance Sheet as

at 31st March,2015, Statement of Profit & Loss for the year ended on that date and

the reports of the Board of Director’s and Auditor’s thereon.

2. To appoint a Director in Place of Dilip Kumar Shaw (DIN: 02880928) who retires by

rotation and being eligible and offer himself for reappointment.

3. To appoint M/s. Maroti & Associates, Chartered Accountant, (FRN 322770E), as the statutory auditor of the company from the conclusion of this Annual General Meeting till the conclusion of 40th Annual General Meeting of the company (subject to ratification of their re- appointment at every AGM) and to authorise the Board of Director to fix their remuneration on yearly basis and in this regard to consider and, if though fit, to pass, with or without modification(s) the following resolution as an ordinary resolution:

“RESOLVED THAT pursuant to the provision of section 139, 141, 142 and other applicable

provision, if any, of the Companies Act, 2013 and the rules made there under, as amended

from time to time, appointment of M/s. Maroti & Associates, Chartered Accountant, (FRN

322770E), as statutory auditor of the company from the conclusion of this AGM till the

conclusion of 40th Annual General Meeting of the company (subject to ratification of their

re- appointment at every AGM), at such remuneration as may be mutually agreed upon

between the Board of Directors of the Company and the Auditors, based on the

recommendation of the Audit Committee, plus applicable service tax and reimbursement of

travelling and other incidental expenses to be incurred by them in the course of their

audit.”




SPECIAL BUSINESS:

4. Re-appointment of Miss Archana Sharma (Din No: 07137760 ) as an Independent Director

To consider and if though fit, to pass, with or without modification(s) the following resolution as an ordinary resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 150, 152 and any other applicable provisions of the Companies Act, 2013 and the rules made there under read with Schedule IV of the Companies Act, 2013, Miss Archana Sharma [holding DIN No. 07137760] who was appointed as an Additional Director of the Company under Section 161 of the Companies Act, 2013 with effect from 30th June, 2015 by the Board of Directors to hold office up to the date of this Annual General Meeting of the Company and in respect of whom the Company has received a notice in writing under Section 160 (1) of the Companies Act, 2013 from a member proposing her candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company for a term of five year up to 40th Annual General Meeting of the Company liable to retire by rotation.”

By order of the Board of Directors

Sd/-

Mr. Anand Chandak

Company Secretary

Place: Kolkata

Date: 10th August, 2015

Registered office:

34, C.R. Avenue 1st Floor Cabin No. 2

Kolkata-700012

West Bengal



NOTES:

A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL MEETING

(THE “MEETING” ) IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A

POLL INSTEAD OF HIMSELF /HERSELF AND THE PROXY NEED NOT BE A MEMBER

OF THE COMPANY. THE PROXY FORM INORDER TO BE EFFECTIVE SHOULD BE

LODGED WITH THE COMPANY AT ITS REGISTERED OFFICE NOT LATER THAN

FORTY-EIGHT HOURS BEFORE THE TIME OF COMMENCEMENT OF THE MEETING. Pursuant to the provisions of Section 105 of the Companies Act, 2013 and rules framed

thereunder, a person can act as a proxy on behalf of members not exceeding fifty and

holding in the aggregate not more than ten percent of the total share capital of the company

carrying voting rights provided that a member holding more than ten percent, 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 proxy for any other person or shareholder.

The Statement pursuant to section 102(1) of the Companies Act, 2013 relating to the Special Business to be transacted at the meeting is annexed hereto.

Brief resume of Director proposed to be re-appointed at the ensuing Annual General Meeting in terms of Clause 49 of the Listing Agreement is annexed to the Notice. The Company is in receipt of relevant disclosures from the Director pertaining to her re-appointment.

Pursuant to the provisions of Section 91 of the Companies Act, 2013, the Register of Members and the Share Transfer Books of the Company will remain closed from Thursday, 24rd September, 2015 to Wednesday, 30th September, 2015 (both days inclusive) in connection with the Annual General Meeting.

Members are requested to bring their attendance slips along with copies of the Notice/Annual Report at the meeting. Please note that the copies of the report will not be distributed and /or be made available at the meeting.

Members desirous of getting any information on the accounts or operations of the Company are requested to forward their queries to the Company at least seven days prior to the meeting so that the required information can be made available at the Meeting.

The Register of Directors and Key Managerial Personnel (KMPs) and their shareholding maintained under Section 170 of the Companies Act, 2013 and the Register of Contracts or arrangements in which Directors are interested maintained under Section 189 of the Companies Act, 2013 will be available for inspection by the Members at the Annual General Meeting.

To comply with the provisions of Sections 88 of the Companies Act, 2013 read with Rule 3 of the Companies (Management and Administration) Rules, 2014, the Company is required to update its database by incorporating some additional details of its members.

Corporate shareholders intending to send their authorised representative are requested to serve a duly certified copy of the Board Resolution authorizing their representative to attend and vote at the AGM.



Voting through Electronic Means

In compliance with the 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

Clause 35B of the Listing Agreement, the Company is pleased to provide members

facility to exercise their right to vote on resolution 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 Central Depository Services (India)

Limited (CDSL).

The facility for voting through ballot paper shall be made available at the meeting and Members attending the meeting who have not already cast their vote by remote e-voting shall be able to exercise their rights at the meeting. 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.

The remote e-voting period commences on Sunday, 27th September, 2015 (9:00 a.m.) and ends on Tuesday, 29th September, 2015 (5:00 p.m.). During this period, Members of the Company, holding shares either in physical form or in dematerialized form as on cut-off date of 23rd September’ 2015 may cast their vote through remote e-voting. The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.

The Board of Director’s of the Company has appointed CS Praveen Sharma [Membership No. A30365], Praticising Company Secretaries, Kolkata, as the Scrutinizer to scrutinize the remote e-voting process and the voting process at the AGM in a fair and transparent manner.

The Scrutinizer shall after the conclusion of voting at the AGM, will first count the vote 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 so authorised by him in writing, who shall countersign the same and declare the results of the voting forthwith.

The instructions for members for voting electronically is given are as under.

1. The voting period begins on Sunday, 27th September, 2015 at 9.00 A.M and ends on Tuesday, 29th September, 2015 at 5 P.M. During this period members of the company holding shares either in physical form or dematerialized form as on the cut-off date of 23rd September’ 2015, may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting hereafter.

2. The Members should log on to the e-voting website www.evotingindia.com

3. Click on “Shareholders” tab

4. Now select “Worth Investment & Trading Company Limited” from the drop down menu and click on submit.

http://www.evotingindia.com



5. Now Enter your USER ID

i. For CDSL : 16 digit beneficiary ID

ii. For NSDL : 8 Character DP ID followed by 8 Digit Client ID,

iii. Members holding shares in Physical Form should enter Folio Number registered with the Company.

6. Next enter the Image Verification as displayed and Click on Login.

7. If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any other Company, then your existing password is to be used. 8. If you are a first time user, follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN: Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participants are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

In case the sequence number is less than 8 digits the applicable number of 0’s

before the number after the first two character of the name in CAPITAL letters. E.g If your name is Rahul Kumar or R. Ashish Kumar with Sr. No. 1 then enter RA00000001 in the PAN field.

DOB: Enter the Date of Birth as recorded in you’re demat account or in the company records for the said demat account or folio in DD/MM/YYYY format. 9. After entering these details appropriately, click on “SUBMIT” tab. 10. Members holding the shares in physical form will then directly reach the Company selection screen. However, members holding shares in demat form will now reach “Password creation” menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolution of any other company in which they are eligible to vote, provided that the company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. 11. For Members holding shares in physical form, the details can be used only for e-voting on the resolution contained in this Notice. 12. Click on the EVSN for the WORTH INVESTMENT & TRADING COMPANY LIMITED on which you choose to vote. 13. On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the options YES or NO as desired. The option YES implies that you assent to the Resolution and option No implies that you dissent to the Resolution. 14. Click on the ‘Resolution File Link” if you wish to view the entire Resolution details.




15. After selecting the resolution you have decided to vote, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on ‘CANCEL” and accordingly modify your vote. 16. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote. 17. You can also take print out of the voting done by you by clicking on “Click here to print” option on the Voting page. 18. If a Demat account holder has forgotten the changed password then enter the USER ID and the image verification code and click on Forgot Password & enter the details as prompted by the system. 19. Note for Non-Individual Shareholders & Custodians: a. Non- Individual shareholders (i.e. other than Individual, HUF, NRI etc.) and custodians are required to log on to www. Evotingindia.com and register themselves as corporate and Custodians respectively) b. A scanned copy of the Registration Form bearing the stamp and sign the entity should be emailed to [email protected] c. After receiving the login details they have to create compliance user should be created using the admin login and password. The Compliance user would be able to link the accounts(s) for which they wish to vote on. d. A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in the PDF format in the system for the scrutinizer to verify the same. 20. In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Question (“FAQ”) and e-voting manual available at www.evotingindia.com under help section or write an email to [email protected] 21. Institutional Members / Bodies Corporate (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 through e-mail at [email protected] with a copy marked to [email protected] on or before 29th September, 2015 upto 5:00 pm without which the vote shall not be treated as valid. 22. The voting rights of shareholders 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, 2015. 23. The notice of Annual General Meeting will be sent to the members, whose names appear in the register of members / depositories as at closing hours of business, on 28th August, 2015. 24. The shareholders shall have one vote per equity share held by them as on the cut-off date of 23rd September, 2015. The facility of e-voting would be provided once for every folio / client id, irrespective of the number of joint holders. 25. Since the Company is required to provide members the facility to cast their vote by electronic means, shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date of 23rd September, 2015 and not casting their vote electronically, may only cast their vote at the Annual General Meeting.








26. Investors, who became members of the Company subsequent to the dispatch of the Notice / Email and hold the shares as on the cut-off date i.e. 23rd September, 2015 are requested to send the written / email communication to the Company Registrar and Transfer Agents viz., Maheshwari Datamatics Pvt.Ltd., 6, Mango lane, 2nd Floor, Kolkata – 700001 Phone: 22435029/5809 E-Mail: Email: [email protected] Company by mentioning their Folio No. / DP ID and Client ID to obtain the Login-ID and Password for e-voting. By the Order of Board of Directors

Sd/- Mr. Anand Chandak

Company Secretary

Place: Kolkata Date: 10th August, 2015 Registered office: 34, C.R. Avenue 1st Floor Cabin No. 2

Kolkata – 700012 West Bengal

Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013: Item No. 4 The Board of Directors of the Company had appointed Miss Archana Sharma (Din: 07137760) as an Additional Director of the Company with effect from 30th June, 2015. The Additional Director holds office only until the ensuing Annual General Meeting of the Company in terms of Section 161(1) of the Companies Act, 2013 (‘Act’) but is eligible for appointment as Director. The Company has received a notice under Section 160(1) of the said Act from a Member along with requisite deposit signifying her intention to propose Miss Archana Sharma (Din: 07137760) for appointment as an Independent Director of the Company.

The Board considers that the expertise of Miss Archana Sharma (Din: 07137760 ) should continue to remain available to the Company and therefore, recommends the Ordinary Resolution set out at item no. 4 of the Notice for your approval. Miss Archana Sharma (Din: 07137760) is not disqualified from being appointed as a Director in terms of Section 164 of the Act and has given her consent to act as a Director. Miss Archana Sharma (Din: 07137760) along with her relatives does not hold any shares in the Company.

Except Miss Archana Sharma (Din : 07137760 ) none of the other Directors and Key Managerial Personnel of your Company or their relatives are, in any way, concerned or interested financially or otherwise in the said resolution.

By Order of the Board of Directors

Sd/-

Mr. Anand Chandak Place: Kolkata Company Secretary

Date: 10th August, 2015

Registered office:

34, C.R. Avenue 1st Floor Cabin No. 2

Kolkata-700012

West Bengal




Annexure

Brief Resume of Director proposed to be re-appointed at the ensuring

Annual General Meeting.

Name

Mr. Dilip Kumar Shaw

Date of Birth

19/08/1981

Address

40, Tara Chand Dutta Street,, Kolkata, 700073, West Bengal, India

Date of Appointment

1st March, 2011

Qualification B.Com (Commerce Graduate)

Nature of Expertise in specific Functional Area

Extensive Knowledge in field of Administration and Finance.

Number of committees of the Companies in which the Director is a member/ Chairman

3

Chairman/Member of the committee(s) of the Board of Directors of other Companies in which he/she is a Director

1. Blow Distributors Pvt Ltd 2. Greenery Marketing Pvt Ltd

No. of Share held in the Company

60,000

35TH ANNUAL GENERAL MEETING

2015


Director’s Report

For The Financial Year 2014-15

Dear Members,

Your Directors have pleasure in presenting their 35th Annual Report on the business and

operations of the Company together with the audited financial statements for the financial

year ended March 31st, 2015.

1. Financial Performance of the Company

(Amount in Rs.)

FINANCIAL RESULTS

2014-15

2013-14

Profit/(Loss) After Tax Add: Profit Brought Forward From Previous Year Less: Transferred to Special Reserve Balance Transferred over to next year

42,421 (1,03,620)

58,934 (1,50,767)

(61,199) 8,500

(91,883) 11,787

(69,699) (1,03,620)

2. Dividend

Your Directors have not recommended any dividend in view of re- investment of the surplus

in order to maintain a healthy capital adequacy ratio to support long term growth of your

company.

3. Transfer Of Unclaimed Dividend To Investor Education And Protection Fund.

The provisions of Section 125(5) of the Companies Act, 2013 do not apply on the company as no dividend has been declared during the year.

4. Reserve Your Directors have proposed to transfer a sum of Rs 8,500/- to the Statutory Reserve Fund as per the guideline prescribed by the Reserve Bank of India, being a Non-Banking Financial Company. 5. Share Transfer system and Registers & Share Transfer Agents

During the year under review, the Company has connectivity with both Depositories,

namely NSDL and CDSL (ISIN No: INE114O01012). The Company has appointed M/s

Maheswari Datamatics Private Limited at 6, Mango Lane, 2nd Floor, Kolkata-700001 as

Registrar and Share Transfer Agent to facilitate shares transfer job to its members.


2015


Members are requested to send their requests for share transfer, split, issue of duplicate

shares etc to RTA or secretarial department of the Company at its registered office.

6. Listing on Stock Exchange

The Company’s Equity Shares are listed on the The Calcutta Stock Exchange. The Equity

Shares of the Company are also listed on the Bombay Stock Exchange w.e.f 12th June,

2014 (Scrip Code: 538451). The Company has paid Listing Fee up-to date.

7. Brief description of the Company’s working during the year/State of

Company’s affair.

The Company being an Investment and Finance Company presently invests to acquire, sell,

transfer, subscribe for, hold and otherwise deal in and invest in any shares, bonds, stocks

issued or guaranteed by any Company and also provide financial assistance by way of

private financing to the identified groups.

The business of the Company largely depends on the consumers spending power.

8. Change in the nature of business, if any

The company has not changed its nature of business during the current financial year.

9. Post Balance Sheet Events

No material changes have been occurred between the end of the financial year of the

company to which the financial statements relate and the date of the report.

10. Details in respect of adequacy of internal financial controls with reference

to the Financial Statements.

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.

11. Deposits

The company has neither accepted nor renewed any deposits during the year, covered

under Chapter V of the Act.

12. Statutory Auditors

M/s. M.K. Maroti & Associates, Chartered Accountant, Statutory Auditors of the Company, retires at the conclusion of this ensuing Annual General Meeting and is eligible for reappointment and proposed to be re-appointed at the ensuing Annual General Meeting for a term of Five years i.e from the conclusion of this Annual General meeting till the conclusion of 40th Annual General Meeting of the Company subject to ratification at each and every Annual General Meeting. Pursuant to 139 of the Companies Act, 2013, they have furnished a Certificate regarding their eligibility for appointment as Auditors. Your Directors are recommending their name for re-appointment.


2015


13. Appointment of Whole-time Company Secretary

The Board of Directors of the Company at their meeting held on 13th February, 2015

appointed Mr Anand Chandak as Company Secretary of the company w.e.f 13th February,

2015

14. Auditors’ Report

The observations made by the Auditors are self- explanatory and do not require any further

clarification. Further, the explanations or comments by the Board on every qualification,

reservation or adverse remark or disclaimer made by the auditor in his report shall be

given.

15. Share Capital

Issue of equity shares with differential rights

Your company has not issued any of its securities with differential rights during the year

under review.

Buy Back of Securities

The company has not bought back any of its securities during the year under review.

Sweat Equity, Bonus Shares & Employee Stock Option Plan

The company has neither issued sweat equity or bonus shares nor has provided any stock

option scheme to the employees.

16. Extract of the Annual Return

The extract of the Annual Return pursuant to the provisions of section 92 read with Rule 12

of the Companies (Rules), 2014 is furnished in Annexure A (MGT – 9) and is attached to

this Report.

17. Conservation of energy, Technology absorption and Foreign exchange

earnings and Outgo

The provisions of section 134(m) of the Companies Act 2013 regarding the disclosure of

particulars of conservation of energy and technology absorption prescribed by the rules are

not applicable to our company. The company does not have any Foreign Exchange

transactions during the financial year.

18. Corporate Social Responsibility (CSR)

As the company does not have net worth of rupees five hundred crore or more, or turnover

of rupees one thousand crores or more or a net profit of rupees five crore or more during

any financial year, the disclosures as per Rule 9 of Companies (Corporate Social

Responsibility Policy) Rules, 2014 is not applicable.


2015


19. Directors:

A) Changes in Directors and Key Managerial Personnel: Pursuant to the

Resolution of the Board of Directors passed at its meeting,

NAME DESIGNATION PURPOSE Suman Pal Independent Director Appointed as Independent Director of

the Company for a period of five year.

Dilip Kumar Shaw Independent Director Appointed as Independent Director of the Company for a period of five year.

Rakesh Kumar Mishra Managing Director Appointed as Managing Director of the Company for a period of 5 years w.e.f 25th September, 2014

Archana Sharma Additional Director Appointed as Additional Director of the Company to regularize at the ensuing AGM.

Anand Chandak Company Secretary Appointed as Company Secretary w.e.f 13 February, 2015

B) Declaration by Independent Director(s) and re-appointment

Mr. Suman Pal, Independent Directors of the Company have confirmed that they fulfilled all

the conditions of the Independent Directorship as laid down in sub-section (6) of Section

149 of the Companies Act, 2013 and the rules made there under and the same have been

noted by the Board.

C) Formal Annual Evaluation

In compliance with the Schedule IV of the Companies Act 2013, a meeting of the

Independent Directors of the company was held to review and evaluate the performance of

the Non- Independent Directors and the chairman of the company taking into account the

views of the Executive Directors and Non- Executive Directors, assessing the quality,

quantity and timeliness of flow of information between the company management and the

Board and also to review the overall performance of the Board. The meeting of the company

was held on 13/02/2015, wherein the performance of the Board as a whole was evaluated.

20. Number of meetings of the Board of Directors

Five Meetings of the Board of Directors were held during the financial year 2014-15. These

were held on the following dates:

i) 15/05/2014, ii) 30/05/2014, iii) 12/08/2014, iii) 14/11/2014, iv) 13/02/2015

21. Particulars of Loans, Guarantee or Investment

There are no Loans, guarantee or Investment as per Section 186 of the Companies

Act, 2013


2015


22. Audit Committee and its Composition

The Audit Committee of the Company reviews the report to be submitted with the Board of

Directors with respect to auditing and accounting matters. It also overviews the Company’s

internal control and financial reporting process.

Composition of the Audit committee is in accordance with the requirements of section 177

of the Companies Act 2013 which is stated below:

Name Designation

Suman Pal Chairman & Independent Director

Dilip Kumar Shaw Member, Independent Director

Rakesh Kumar Mishra Member, Non Executive Director

23. Order of Court

The company is not subject to any legal proceedings and claims which will have a material

or adverse effect on the going concern status or company’s operations or financial

conditions.

24. Sexual Harassment Of Women At Work Place

The Company has in place a policy in line with the requirements of The Sexual Harassment

of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal

Complaints Committee (ICC) has been set up to redress complaints received regarding

sexual harassment. All employees (permanent, contractual, temporary, trainees) are

covered under this Policy. There were nil complaints received during the year under review.

25. Details of establishment of vigil mechanism for directors and employees

Pursuant to sub-section (9) & (10) of section 177 of the Companies Act, 2013, read with rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company has established a Vigil mechanism (Whistle Blower Policy) for Directors and Employees of the Company to report their genuine concerns or grievances. The policy was approved by the Board of Directors of the Company at its meeting held on 12/08/2014 and the Audit Committee was empowered by the Board of Directors to monitor the same and to report to the Board about the complaints in an unbiased manner.

26. Nomination and Remuneration Committee

Composition of the Nomination & Remuneration Committee is in accordance with the

requirements of section 178(1) of the Companies Act 2013. The composition is as under:

Name Designation



Rakesh Kumar Mishra Member, Non- Executive Director


2015


26. Stakeholder’s Grievances Committee

The composition of the Investor grievance and Stakeholders Committee under Section 178

of the Companies Act’ 2013 is hereunder:

Name Designation




27. Particulars Of Contracts Or Arrangements With Related Parties:

Your company has no material individual transactions with its related parties which are

covered under section 188 of the Companies Act, 2013, which are not in the ordinary

course of business and not undertaken on an arm’s length basis during the financial year

2014-15.

28. Managerial Remuneration:

The Company earned minimal profit during the year so the Company has not provided any

Managerial Remuneration to the Directors.

29. Secretarial Audit Report

CS Manjula Poddar, Practising Company Secretary [C.P.No, 11252], is appointed as the

Secretarial Auditor of the company. There is no qualification, reservation or adverse remark

or disclaimer made by the company secretary in the secretarial audit report.

The Secretarial Audit Report is attach in this report as Form MR- 3

31. Corporate Governance Certificate & Management Discussion and Analysis

Report

The Corporate Governance certificate from the auditors regarding compliance of conditions

of corporate governance as stipulated in Clause 49 of the Listing agreement and the

Management Discussion and Analysis Report has been annexed with the report.

32. Risk management policy

The company does not have any Risk Management Policy as the elements of risk

threatening the Company’s existence are very minimal.


2015


33. Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, your Directors confirm that—

(a) in the preparation of the annual accounts, the applicable accounting standards had

been followed along with proper explanation relating to material departures;

(b) 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 and 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, and

(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.

34. Acknowledgements

Your Directors would like to express their appreciation of the co-operation and assistance received from the shareholders, bankers and other business constituents during the year under review.

For and on behalf of the Board of Directors

Rakesh Kumar Mishra Dilip Kumar Shaw Managing Director Director DIN: 00558379 DIN: 02880928

Place: Kolkata Date: 30/05/2015

1

2

3

4

5

6

7

1

1 0.00% 0

Demat Physical Total % of Total

Shares

Demat Physical Total % of Total

Shares

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

2,32,000 - 2,32,000 7.07% 2,32,000 - 2,32,000 7.07% 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

2,32,000 2,32,000 7.07% 2,32,000 2,32,000 7.07% 0.00%

e) Banks / FI

f) Any other

a) Individual/ HUF

b) Central Govt

c) State Govt(s)

d) Bodies Corp.

% Change during the year

Sub Total (A) (1)

Category of Shareholders No. of Shares held at the end of the year

[As on 31-March-2015]

As on financial year ended on 31.03.2015

EXTRACT OF ANNUAL RETURN

FORM NO. MGT 9

IV. SHARE HOLDING PATTERN (Equity share capital breakup as percentage of total equity)

(i) Category-wise Share Holding

M AHESHWARI DATAM ATICS PVT. LTD.

Sebi Authorised Regist rar & Share Transfer Agents

Head Office:

6, M ango lane, 2nd Floor

Kolkata-700001

Ph.No. 22435029/ 5809 Email: [email protected]

Website: www.mdpl.in

A. Promoters

(1) Indian

No. of Shares held at the beginning of the year

[As on 31-March-2014]

S. No. Name and Description of main products / services

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

34, C.R Avenue, 1st Floor Cabin No. 2 Kol-700012

Phone No: 033- 3263 2021Yes

WORTH INVESTM ENT & TRADEING CO. LIM ITED

CIN

Registration Date

Name of the Company

NIL 0

I. REGISTRATION & OTHER DETAILS:

16-08-1980

Category/ Sub-category of the Company

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company (Management & Administration) Rules, 2014.

(All the business activities contributing 10 % or more of the total turnover of the company shall be stated)

Financing Activity 99711 100

NIC Code of the Product/service % to total turnover of the company

Whether listed company

0

Address of the Registered office & contact details

Name, Address & contact details of the Registrar & Transfer Agent, if any.

L67120WB1980PLC032932

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

Company Limited by shares/ Indian Non Government Company

Holding/ Subsidiary/ Associate % of

shares

held

Applicable

Section

CIN/GLNName and address of the CompanySN


http://www.mdpl.in

-

-

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

2,32,000 - 2,32,000 7.07% 2,32,000 - 2,32,000 7.07% 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

1680000 - 1680000 51.22% 1883099 1883099 57.41% 6.19%

- - - - -

- - - - - - - - 0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

0.00%

0.00%

- - - - - - - - 0.00%

- - - - - - - - 0.00%

16,92,600 13,55,400 30,48,000 92.93% 26,97,900 3,50,100 30,48,000 92.93% 0.00%

16,92,600 13,55,400 30,48,000 92.93% 26,97,900 3,50,100 30,48,000 92.93% 0.00%

19,24,600 13,55,400 32,80,000 100.00% 29,29,900 3,50,100 32,80,000 100.00% 0.00%

- - - - -

- - - - - -

- - - - -

-0.30%

(2) Foreign

a) NRI Individuals

b) Other Individuals

c) Bodies Corp.

d) Any other

Sub Total (A) (2)

TOTAL (A)

i) Individual shareholders

holding nominal share capital

upto Rs. 1 lakh

ii) Individual shareholders

holding nominal share capital

in excess of Rs 1 lakh

12,600 1,33,300 1,45,900 4.45% 2,701 1,33,300

-

-5.89%

-

Non Resident Indians

Foreign Nationals

Clearing Members

- -

Trusts

C. Shares held by Custodian

for GDRs & ADRs

- -

f) Insurance Companies

B. Public Shareholding

1. Institutions

a) Mutual Funds

Hindu Undivided Family

Sub-total (B)(2):-

Total Public (B)

Grand Total (A+B+C)

c) Others (specify)

c) Central Govt

0.00%

a) Bodies Corp.

b) Banks / FI

-

- - - - - - - - 0.00%

- -

b) Individuals

g) FIIs

i) Others (specify)

Sub-total (B)(1):-

2. Non-Institutions

i) Indian

ii) Overseas

12,22,100 37.26% 8,12,100 2,16,800 10,28,900 31.37%

1,36,001 4.15%

d) State Govt(s)

e) Venture Capital Funds

h) Foreign Venture Capital

Funds

- 12,22,100

Overseas Corporate Bodies

(ii) Shareholding of Promoter

No. of

Shares

% of total

Shares of

the

company

% of Shares

Pledged/

encumbered to

total shares

No. of Shares % of total

Shares of the

company

% of Shares

Pledged /

encumbered

to total

shares

1116000 3.54% 0.00% 116000 3.54% 0.00% 0.00%

2 116000 3.54% 0.00% 116000 3.54% 0.00% 0.00%

2,32,000 7.08% 0.00% 2,32,000 7.07% 0.00% 0.00%

(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

1

(iv) Shareholding Pattern of top ten Shareholders

(Other than Directors, Promoters and Holders of GDRs and ADRs):

101-04-2014 6.40%

31-03-2015 6.40%

201-04-2014 6.40%

31-03-2015 6.40%

301-04-2014 6.40%

31-03-2015 6.40%

401-04-2014 6.40%

31-03-2015 6.40%

501-04-2014 6.40%

31-03-2015 6.40% 2,10,000

2,10,000

Ishwar Commercial Pvt Ltd

At the beginning of the year

At the end of the year

Silverson Tradelinks Pvt Ltd


Changes during the year

2,10,000

2,10,000


% change in shareholding

during the year

NO SUCH

At the beginning of the year 2,10,000


2,10,000

No Change During the year

Anunay Commosale Pvt Ltd




2,10,000

No Change During theYear

No Change During theYear

No Change During the Year



SN For each of the Top 10 shareholders Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares No. of shares % of total shares

Shareholder’s Name

TOTAL

Mudra Dealtrade Pvt Ltd

Shareholding at the beginning of the year Shareholding at the end of the year

Sankalp Vintrade Pvt Ltd

SN

Nayan Impex Pvt Ltd


2,10,000

SN Name of the Promoter Date Reason Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total shares No. of shares % of total shares




2,10,000

Newedge Vinimay Pvt Ltd

601-04-2014 6.40%

31-03-2015 6.40%

701-04-2014 6.40%

31-03-2015 6.40%

801-04-2014 6.40%

31-03-2015 6.40%

901-04-2014 2.39%

31-03-2015 2.39%

1001-04-2014 2.39%

31-03-2015 2.39%

(v) Shareholding of Directors and Key Managerial Personnel:

1

01-04-2014 0.00% 0.00%

31-03-2015 0.00% 0.00%

201-04-2014 1.83%

31-03-2015 1.83%

301-04-2014 0.00%

31-03-2015 0.00% 0.00%

401-04-2014 0.00%

31-03-2015 0.00% 0.00%





At the beginning of the year -


At the end of the year - -


DILIP KUMAR SHAW , Independent Director


RAKESH KUMAR MISHRA, Managing Director




Monika Jain


-

78,400

Cumulative Shareholding during the year

No. of shares % of total shares

2,10,000

78,400




SN Shareholding of each Directors and each Key Managerial

Personnel

Date Reason Shareholding at the beginning of the year

No. of shares % of total shares

Swift Dealmark Pvt Ltd




2,10,000

2,10,000

At the end of the year 78,400

Shashi Kant Modi

Unicon Tie-up Pvt Ltd



Vedant Commercial Pvt Ltd





At the end of the year 78,400

SUMAN PAL , Independent Director

-

- -

60,000

No changes during the year



60,000

At the beginning of the year -


At the end of the year - -

Anand Chandak, Company Secretary



VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

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

SN. Total Amount

-

2 -

3 -

-

-

-

5 -

-

B. Remuneration to other Directors

SN. Total Amount

(Rs/Lac)

Commission

Others, please specify

-

Particulars of Remuneration Name of Directors

-

-

-

-

* Addition

* Reduction

ii) Interest due but not paid

-

-

- -

-

(Rs/Lac)

- -

- -

- -

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

(Amt. Rs./Lacs)

Fee for attending board committee meetings

Independent Directors

Fee for attending board committee meetings

Commission


Total (1)

-

- -

-

-

Sweat Equity

Commission

- as % of profit

-

Other Non-Executive Directors

DILIP KUMAR SHAW

-

-

- others, specify

-

-

Overall Ceiling as per the Act

Total (2)

Total (B)=(1+2)

Total Managerial Remuneration

-

-

SUMAN PAL

-

Name of MD/WTD/ ManagerParticulars of RemunerationName

Designation

Gross salary

(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

Stock Option

4

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

1

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961

V. INDEBTEDNESS

1

2


Total (A)

Ceiling as per the Act

Indebtedness at the beginning of the financial year

i) Principal Amount

ii) Interest due but not paid

iii) Interest accrued but not due

Secured Loans excluding

deposits

Unsecured Loans Deposits Total IndebtednessParticulars

-

- - - -

Total (i+ii+iii)

Change in Indebtedness during the financial year

- -

Net Change

i) Principal Amount

iii) Interest accrued but not due

Total (i+ii+iii)

- - -

-

- -

-

-

-

-

-

-

-

-

-

-

- -

Indebtedness at the end of the financial year

- -

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

SN. Total Amount

(Rs/Lac)

Gross salary 0.20

-

2 Stock Option -

3 Sweat Equity -

Commission

- as % of profit-

- others, specify -

5 Others, please specify -

Total 0.20

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Penalty

Punishment

Compounding

Penalty

Punishment

Compounding

Penalty

Punishment

Compounding

- 20,000.00 -

4

1 20,000.00

-

-

(a) Salary as per provisions contained in section 17(1) of the Income-tax

Act, 1961(b) Value of perquisites u/s 17(2) Income-tax Act, 1961

(c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

CS

RAKESH KUMAR MISHRA

MANAGING DIRECTOR

Particulars of Remuneration Name of Key Managerial Personnel

Name

Designation

Anand Chandak

Section of the Companies Act

C. OTHER OFFICERS IN DEFAULT

Nil

Nil

A. COMPANY

B. DIRECTORS

Brief Description Details of Penalty /

Punishment/ Compounding

fees imposed

Authority [RD / NCLT/ COURT] Appeal made, if any (give Details)Type

Nil


2015


Form No. MR - 3

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015 [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, WORTH INVESTMNET & TRADING CO. LIMITED 34, C.R Avenue,1st Floor, Cabin No: 2 Kolkata- 700012

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by WORTH INVESTMENT & TRADING CO. LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s 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, we hereby report that in our opinion, the company has, during the audit period covering the financial year ended on 31st March, 2015 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: We 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, 2015 according to the provisions of: a. The Companies Act, 2013 (the Act) and the rules made there under; b. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under; c. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under; d. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):- i. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; ii. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; iii. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; iv. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;


2015


I further report that, there were no actions / events in pursuance of; a. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; b. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; c. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; d. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; and e. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; We have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India. (Not notified during the period under Audit) (ii) The Listing Agreements entered into by the Company with Bombay Stock Exchange Limited and Calcutta Stock Exchange. During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above. We further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive

Directors, Non-Executive Directors and Independent Directors. 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 notice is given to all directors to schedule the Board Meetings, 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

meeting and for meaningful participation at the meeting. Majority decision is carried

through while the dissenting members’ views are captured and recorded as part of the

minutes.

We 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. Place: Kolkata CS Manjula Poddar Date: 10th August, 2015 Practising Company Secretary

C.P. No.: 11252


2015


Management Discussion & Analysis Report

OVERALL REVIEW In Fiscal 2014-15, the global economic condition remained weak and uncertain. The macro economic situation was bleak and witnessed inflationary pressure. The Indian rupee witnessed high volatility depreciating against USD and causing substantial economic losses. The slide was mainly caused on account of slowing down of economic decisions. Further the global environment also remained subdued.

INDUSTRY OUTLOOK The demand is expected to increase in near future and the company is focusing to start its operations once it finalizes the product having better growth prospectus in the market.

RISKS AND CONCERNS The continued policies of Government regarding change on the interest rate on lending and the changing policies of RBI in the matter of REPO rate and reverse REPO rate and volatile economic environment have a bearing on the overall performance of the company.

OPERATIONAL REVIEW Considering the business environment your directors foresee the startup of business operation in the near future.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY The Company has suitable and adequate system of Internal Controls commensurating its size and nature of operations primarily to ensure that – - The assets are safeguarded against loss from unauthorized use or disposition; - The transactions are authorized, recorded and reported correctly and - Code of conduct, Policies and applicable statutes are duly complied with. As a measure of Internal Control System, which has been evolved over the years, the Company has established a methodical system of Annual Budgeting and Management Information System (MIS). In addition, Administrative and HR activities

of the Company are also brought within this purview. The Company is conscious of importance of systems control and so continuously assesses the quality of integrated software package. Continuous reporting of these systems is made to the Board and Audit Committee for their review to upgrade, revise and to focus on determination of adequacy of the Control Systems. The composition and role of Audit Committee can be found in the Corporate Governance Report in the Annual Report.


2015


HUMAN RESOURCES Human resources development, in all its aspect like training in safety and social values is under constant focus of the management. Relations between management and the employees at all levels remained healthy and cordial throughout the year. The management and employees are dedicated to achieve the corporate objective and the targets set before the Company.

RISK MANAGEMENT Risk is an integral part of the business process. To enhance the risk management process, the company has mapped the risks. Risk arises for achieving business objectives are identified and prioritized. Risk mitigation activity plans are established and executed as and when need arises. Periodical reviews are carried out to assess the risk levels.

ENVIRONMENT AND SAFETY The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires the conduct of all operations in such manner so as to ensure safety of all concerned, compliance of statutory and industrial requirements for environment protection and conservation of natural resources to the extent possible. CAUTIONARY STATEMENT Readers are cautioned that this discussion and analysis contains forward looking statements that involve risks and uncertainties. When used in this discussion, the words “anticipate,” “believe,” “estimate,” “intend,” “will,” and “expected” and other similar expressions as they relate to the Company or its business are intended to identify such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performances or achievements, risks and opportunities could differ materially from those expressed or implied in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements as these are relevant at a particular point of time & adequate restrain should be applied in their use for any decision making or formation of an opinion.

For and on behalf of the Board

Place: Kolkata Date: 30th May, 2015 Mr. Rakesh Kumar Mishra Managing Director

DIN NO.: 00558379


2015


CORPORATE GOVERNANCE REPORT

(As required by Clause 49 of the Listing Agreement of the Stock Exchanges)

Worth Investment & Trading Company Limited always aims at ensuring high ethical

standards and professionalism in all areas of its business operations to enhance its stake

holder’s value.

The Company is consistently following various Governance systems and practices including compliance with the provisions of Clause 49 of the Listing Agreement which includes:

a. Code of Business conduct and ethics for Directors and Senior Management incorporating

best practices of Corporate Governance;

b. The system of Risk Management and Internal Control methods are constantly being

reviewed and updated to reflect the growing needs of the Company;

c. Timely flow of information to the Board Committees and also to the Board, which has

been constituted with appropriate size and combination of Executive, Non-executive and

Independent Directors;

d. Independent verification and safeguarding integrity of Company’s financial reporting by

the Audit Committee and timely disclosures to all the stake holders;

e. Maintenance of transparency and accountability at all levels.

In accordance with Clause 49 of the Listing Agreement of Stock Exchanges in India and the

best practices followed internationally on Corporate Governance, the details of governance

systems and processes including compliances by Worth Investment & Trading Company

Limited with the provisions of Clause 49 are as under:

1) Company’s Philosophy on Code of Corporate Governance.

The Company’s philosophy on Corporate Governance envisages highest level of

transparency, accountability and equity in all operations. It is based on the concept that

good governance practices will ensure efficient and prudent conduct of the affairs of the

Company. This will help in achieving its goal of wealth maximization.

2) Number of meetings of the Board of Directors

Five Meetings of the Board of Directors were held during the financial year 2014-15. These

were held on the following dates:

i) 15/05/2014, ii) 30/05/2014, iii) 12/08/2014, iv) 14/11/2014, v) 13/02/2015


2015


3) Audit Committee

a) The Audit Committee comprises of three members, of which two being Non-Executive &

Independent Directors and one Non-Executive & Non-Independent Director. During the

financial year four meetings of the Committee were held on 30th May, 2014, 12th August

2014, 14th November 2014 and 13th February 2015.

b) The Audit Committee of the Company is entrusted to overview the accounting systems,

financial reporting and internal controls of the Company. The terms of reference, role and

powers of Audit Committee are in conformity as specified in clause 49(III)(C) and 49(III)(D) of

the Listing Agreement with the stock exchanges and provisions of section 177 of the

Companies Act, 2013. The brief description of terms of reference, inter alia, includes the

following:

i) Overseeing the Company’s financial reporting process and disclosure of its financial

information to ensure that the financial statements are correct, sufficient and credible.

ii) Recommending for appointment, remuneration and terms of appointment of auditors of

the company.

iii) Approval of payment to statutory auditors for any other services rendered by the

statutory auditors.

iv) Reviewing, with the management, the annual financial statements and auditor’s report

thereon before submission to the Board for approval, with particular reference to:

a) Matters required to be included in the Director’s Responsibility Statement to be

included in the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the

Companies Act, 2013;

b) Changes, if any, in accounting policies and practices along with reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment by

management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to financial statements;

f) Disclosure of any related party transactions; and g) Qualifications in the draft audit

report.

v) Review the quarterly, half-yearly and annual financial statements of the Company before

submission to the Board for approval.

vi) Review and monitor the auditor’s independence and performance, and effectiveness of

audit process.

vii) Approval or any subsequent modification of transactions of the company with related

parties.

viii) Scrutiny of inter-corporate loans and investments.


2015


ix) Valuation of undertakings or assets of the company, wherever it is necessary.

x) Evaluation of internal financial controls and risk management systems.

xi) Reviewing, with the management, performance of statutory and internal auditors, and

adequacy of the internal control systems.

xii) Reviewing the adequacy of internal audit function, if any.

xiii) Discussion with internal auditors of any significant findings and follow up there on.

xiv) Review the functioning of the Whistle Blower mechanism.

xv) Carrying out any other function as is mentioned is the terms of reference of the Audit

Committee.

Composition, Name of Members & Chairman, Meetings held and Members present during

the year 2014-15:

Name of Member Category Date of Meeting Date of Meeting

30/05/2014 12/08/2014 14/11/14 13/02/15

Suman Pal Chairman & Independent

Director

Dilip Kumar Shaw Member, Independent

Director

Rakesh Kumar Mishra Independent Director

c. The heads of various monitoring / operating departments are invited to the meetings, as

and when required to explain details about the operations.

4) Remuneration Committee

a. The Remuneration Committee of the Company recommends to the Board the

compensation, terms of Managerial Personnel subject to approvals from shareholders and

Central Government, as and when necessary.

Composition of the Nomination & Remuneration Committee is in accordance with the

requirements of section 178(1) of the Companies Act 2013. The composition is as under:

Name Designation





2015


The remuneration of Managerial Person is recommended by the Remuneration Committee

and approved by the Board of Directors and Members at the General Meeting. There was no

pecuniary relationship or transaction of the Directors with the company. The Company does

not have any Stock option scheme.

The remuneration paid during the FY 2014-15 to each of the Directors / Managerial

Personnel is as under:

Name of the Director Remuneration

Rakesh Kumar Mishra Nil

Dilip Kumar Shaw Nil

Suman Pal Nil

Archana Sharma Nil

As a measure of good corporate governance and to focus on the Shareholders’ grievances

and towards strengthening investor relations and to expedite the transfer process in the

physical segment, the committee is constituted.

During the year the company has not received any complaint from the shareholder. There

was no pending complaint from any shareholder as on March 31, 2015.

5) Stakeholder’s Grievance Committee

The Shareholders/ Investor’s Grievance Committee has been constituted to look into

investors complaints like transfer of shares, non – receipt of declared dividend, etc and take

necessary steps for redresses thereof. The Board of Directors of the Company has

constituted Shareholders’/ Investors’ Grievances cum Share Transfer Committee. The

Committee approves issue of new / duplicate share certificates. The Committee oversee and

review all matters connected with share transfers / transmission / demat / remat and

other issues pertaining to shares. The Committee also looks into the investor relations /

grievances and redressal of the same, on a periodical basis.

The composition of the Stakeholder’s grievance and Stakeholders Committee under Section

178 of the Companies Act’ 2013 is hereunder:

Name Designation



Rakesh kumar Mishra Member, Non- Executive Director


2015


6. Code of Conduct:

The Company’s code of conduct has been complied with by all the members of the Board

and selected employees of the Company. The Company has in place a prevention of Insider

Trading Code based on SEBI (Insider Trading) Regulation, 2015. This code is applicable to

all Directors and designated employees. The code ensures prevention of dealing in shares by

persons having access to the unpublished price sensitive information.

7. Distribution of Shareholding As at 31st March, 2015

No. of Shares

Shareholders Equity shares

Number % of total Number % of total

Up to 500 449 89.09 106451 3.25%

501 to 1000 23 4.56 22550 0.69%

1,001 to 5,000 4 0.79 7200 0.22%

10,001 & 50,000 2 0.39 68499 2.09%

50,001 & 100,000 16 3.17 1163300 35.47%

100,001 and Above 10 1.98 1912000 58.28%

Total 504 100 32,80,000 100%

8. Shareholding pattern as at 31st March, 2015

Sl. No Description No. Of Shares % of Capital

A. Promoters & Promoters Group - individuals & Body Corporate

2,32,000 7.07%

B. Public Shareholding

Institutions - -

Non- Institutions - Other Bodies Corporate - Individuals

18,83,099 11,64,901

57.41% 35.52%

Total 32,80,000 100.00%


2015


9. General Body Meeting

The location and time of the last three Annual General Meeting held by the

company are as under:

Year Date of AGM Venue Time

2012 28 September, 2012 Registered Office 04.30 P.M

2013 24th August, 2013 Registered Office 11.30 A.M

2014 24th September, 2014 Registered Office 01.00 P.M

10. Shareholder Information 1. Annual General Meeting:

Date and Time: 30th September, 2015, 12.30 P.M. Venue: 34, C.R Avenue Road, 1st Floor, Cabin No. 2 Kolkata- 700012

2. Financial Calendar: April 2014 to March, 2015 Financial Results for 1st Quarter First Week of August, 2015 2nd Quarter Last Week of October, 2015 3rd Quarter Last Week of January, 2016 4th Quarter Last Week of April, 2016 Book Closer Last week of Sept., 2016 A.G.M. Last week of Sept. 2016

3. Dates of book closure: 24TH September, 2015 To 30th September, 2015

4. Registered office: 34, C.R Avenue Road, 1st Floor, Cabin No. 2

Kolkata- 700012 5. Listing on stock Exchange at: Bombay Stock Exchange Limited

The Calcutta Stock Exchange


2015


6. Share Transfer Agent: Maheshwari Datamatics Pvt. Ltd. Adress: 6 Mangoe Lane ,

2nd Floor, Kolkata 700 001 Tel: 033 22482248 Email: [email protected]


Sd/-

Place : Kolkata

Date : 30th May ,2015 Rakesh Kumar Mishra Managing Director

DIN No: 00558379



2015


INDEPENDENT AUDITOR’S CERTIFICATE ON CORPORATE GOVERNANCE REPORT

(Under Clause 49 of the Listing Agreement)

To, The Members of WORTH INVESTMENT & TRADING COMPANY LIMITED

We have examined the compliance of conditions of Corporate Governance by WORTH INVESTMENT & TRADING COMPANY LIMITED for the year ended 31 March 2015, as stipulated in clause 49 of the listing agreement of the said company with the stock exchanges in India.

The compliance of conditions of Corporate Governance is the responsibility of the

management. Our examination was limited to procedures and implementation thereof,

adopted by the company for ensuring the compliance of the conditions of the Corporate

Governance. It is neither an audit nor an expression of opinion on the financial

statements of the Company.

In our opinion and to the best of our information and according to the explanations given

to us and the representations made by the Directors and the Management, we certify

that the Company has complied with the conditions of Corporate Governance as

stipulated in the above mentioned Listing Agreement.

We further state that further 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.

For MAROTI & ASSOCIATES Chartered Accountant FRN No. 322770E Place: Kolkata

SD/- Date: 30th May, 2015 Komal Surana

Partner Membership No. 303583


2015


MD CERTIFICATION (Pursuant to Clause 49)

The Board of Directors May 30, 2015 WORTH INVESTMENT & TADING COMPANY LIMITED, 34, C.R.AVENUE 1st FLOOR Cabin No.2 Kolkata-700012, West Bengal I, Rakesh kumar Mishra, Managing Director (MD) of WORTH INVESTMENT AND TRADING

CO. LIMITED both certify to the Board that we have reviewed the financial statements and

the cash flow statement of the Company for the Financial Year ended on 31st March, 2015

and to the best of our knowledge and belief, we certify that – 1. The Statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading; that the Statements together present a true and fair view of the Company’s affairs and are in compliance with existing accounting standards, applicable laws and regulations. 2. There are no fraudulent or illegal transactions and transactions violative of the Company’s Code of Conduct. 3. For the purposes of financial reporting, we accept the responsibility for establishing and maintaining the internal controls which are monitored by the Company’s Internal Audit Team and have evaluated based on feedbacks received from the Company’s Internal Audit Team, the effectiveness of the internal control systems of the Company pertaining to financial reporting and have reported to the Auditors and the Audit Committee, the deficiencies, if any, in the operation and design of such internal controls and the steps taken or proposed to be taken to rectify the deficiencies. 4. We have indicated to the Auditors and the Audit committee: (I) Significant changes, if any in the internal controls over financial reporting during the year; (ii) Significant changes, if any in accounting policies made during the year and the same have been disclosed in the notes to the financial statements; and (iii) Instances of significant fraud, if any 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.

Rakesh Kumar Mishra Managing Director

DIN No: 00558379


2015


CERTIFICATE OF CODE OF CONDUCT

May 30, 2015 To The Board of Directors Worth Investment & Trading Co. Ltd. 34,C.R.AVENUE 1st FLOOR Cabin No.2 Kolkata-700012, West Bengal

Dear Sirs, I, Rakesh Kumar Mishra, Managing Director of Worth Investment & Trading Co. Ltd. hereby confirm that all Board Members and Senior Management Team have affirmed compliance with the “Code of Conduct for Directors and Senior Executives of the Company” for the year ended 31 March 2015. Thanking You, Yours sincerely, For Worth Investment Limited Rakesh Kumar Mishra Managing Director Din No: 00558379

l.tfrRoTt E 6SSOCI6TESChartered Accountants

Phone : 033-2231 9391/92TellFax ; (033) 2243-A371Mobile : 98310 48621

[email protected]

INDEPENDENT AUDTTORS' REPORT

To the Members of

WORTH INVESTMENT & TRADING COMPANY LIMITED

REPORT ON THE FINANCIAL STATEMENTS

we have audited the accompanying financial statements of woRTH INVESTMENT & TRADINGCOMPANY LIMITED ("the ComPdtry"), which comprise the Balance Sheet as at 31st March,2015, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and asummary of the significant accounting policies and other explanatory information.

MANAGEMENT'S RESPONSIBTLITY FOR THE FINANCIAL STATEMENTS

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of theCompanies Act, 2013 ("the Act") with respect to the preparation of these financiat statements thatgive a true and fair view of the financial position, financial performance and cash flows of thecompany in accordance with the accounting principles generally accepted in lndia, including theAccounting standards specified under section L33 of the Act, read with Rule 7 of the companies(Accounts) Rules, 2014. This responsibility also includes maintenance of adequate acco.unting records

in accordance with the provisions of the Act for safeguarding the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application of appropriateaccounting policies; making judgments and estimates that are reasonable and prudent; and design,

implementation and maintenance of adequate internal financial controls, that were operatingeffectively for ensuring the accuracy and completeness of the accounting records, retevant to thepreparation and presentation of the financial statements that give a true and.fair view and are freefrom material misstatement, whether due to fraud or error.

AU DITOR'S RESPONSIBILITY

Mercantile Building, 9112, Lal Bazar Street'E'Block,3rd Floor, Suite No.2Kolkata - 700 001

Our responsibility is to express an opinion on these financial statements based on our

MfrROTI E fiSSOCIfiTES Mercantile Building, 9112, Lal Bazar Street'E'Block, 3rd Floor, Suite No. 2Kolkata - 700 001Chartered AccountantsPhoneTel/FaxMobileE-mail

[email protected]

We have taken into account the provisions of the Act, the accounting and auditing standards and

matters which are required to be included in the audit report under the provisions of the Act and the

Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section

143(10) of the Act. Those Standards require that we comply with ethical requlrements 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 thedisclosures 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. ln making those risk assessments, the auditor considers internat financial

control relevant to the Company's preparation of the financlal statements that give a true and fairview in order to design audit procedures that are appropriate in the circumstances, but not for thepurpose of expressing an opinion on whether the Company has in place an adequate internal

financial controls system over financial reporting and the operating efiectiveness of such controls. An

audit also includes evaluating the appropriateness of the accounting policies used and thereasonableness of the accounting estimates made by the Company's Directors, as well as evaluating

the overall presentation of the financial statements.

We believe that the audit evidence we have obtained

for our audit opinion on the financial statements.

OPINION

is sufficient and appropriate to provide a basis

ln our opinion and to the best of our information and according to the explanations given toftaforesaid 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 lndia,

(a) ln the case of the Balance Sheet, of the state of affairs of the Company as at 31tt March, Z1LS;

(b) ln the case of the Statement of Profit and Loss, of the Profit for the year ended on that date;

and

033-2231 9391/92(033) 2243-837198310 48621

ro@rrn

Mfi$toTt E 6SSOCI6TES Mercantile Building, 9t1Z,Lal Bazar Street'E'Block,3rd Floor, Suite No.2Chartered Accountants KolkataPhoneTel/FaxMobileE-mail

[email protected]

(c) ln the case of the Cash Flow Statement, of the cash ftows for the year ended on that date.

EMPHASIS OF MATTERS

We draw attention to the following matters in the Notes to the financial statements:

a) As certified by the management and relied upon by us an the matter that no lawsuits filedagainst the company.

b) That the Company has accumulated losses at the end of the financial year however it,s networth has not been eroded. The Company has not incurred a net cash loss during the currentfinancial year and in the immediately previous financial year. However, the Company's

current liabilities do not exceed its current assets as at the balance sheet date.

Our opinion is not modified in respect of these matters.

REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS

7' we have not reported on internal financial control system as the same has beendeferred by Ministry of corporate Affairs, Governmbnt of India Notification No,G,S,R, 722(E) dated t4th October, 2Ot4,

2. As required by the companies (Auditor's Report) order,Government of India in terms of sub-section (11) of sectionannexure a statement on the matters specified in paragraph

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

2015 issued by the Central

143 of the Act, we give in3 and 4 ofthe order. Kq

we have sought and obtained alt the information and explanations which to the best of ourknowledge and belief were necessary for the purposes of our audit.

ln 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.

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

ln our opinion, the aforesaid financial statements comply with the Accounting Standards

700 001033-2231 9391/92(0331 2243-837198310 48521

(a)

(b)

(c)

(d)

KoL@\

MfrROTI 8 fiSSOCIfrTES Mercantile Building, 9112, Lal Bazar Street'E'Block,3rd Floor, Suite No. 2Chartered Accountants KolkataPhoneTel/FaxMobileE-mail

[email protected]

specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules,

2014.

(e) On the basis of the written representations received from the directors as on 31tt March , zOLs

taken on record by the Board of Directors, none of the directors is disqualified as on 31ttMarch, 2015 from being appointed as a director in terms of Sectjon 164 (21of the Act.

(f) with respect to the other matters to be included in the Auditorrs Report in accordance withRule 11 of the companies (Audit and Auditors) Rules, zo!4, in our opinion and to the best ofour information and according to the explanations given to us:

l' The company doe\ not have any pending litigations which would impact its financialposition.

ll' The Company did not have any long-term contracts including derivative contracts forwhich there were any materialforeseeable losses.

lll' There were no amounts which were required to be transferred,i to the lnvestorEducation and protection Fund by the Company.

For MAROTI & ASSocIATEsChartered Accountants

700 001033-2231 9391/92(033) 2243-837198310 48621

Place : KolkataDate : 3oth Day of May, 2015

ror(a1a

I, KOMAL SURANA$l ,^_ L(Partner)

No. 3O3583)(Firm Registration No. 32Z77OE!

n

l'f6RoTt E FSSO(IfiTES Mercantile Building, g/12, Lal Bazar Street'E'Block,3rd Floot Suite No. 2Kolkata - 700 001Chariered AccountantsPhoneTel/FaxMobileE-mail

[email protected]

Referred to in paragraph 2 under the 'Report on other Legal and Regulatory Requirements, of ourReport of even date on the Accounts for the year ended on 31.o3.2o15.

1' a) The Company has maintained proper records showing full particulars including quantitativedetails and situation of fixed assets.

b) All the fixed assets have been physically verified by the management during the yearwhich, in our opinion, is reasonable having regard to the size of the company and the natureof its business. As informed no material discrepancies were noticed on such verification.The company had not any inventory during the year, hence this clause is not applicable to it.The company has not granted any secured/unsecured loans to parties covered in the Registermaintained under section 189 of the Companies Act. Accordingly, this clause is not applicable.

4' In our opinion and according to the information and explanations given to us, there is anadequate internal control system commensurate with the size of the Company and the natureof its business.

Further on the basis of our examinations and according to the information and explanationsgiven to us we have neither come across nor have we been informed of any instance of majorweakness in the aforesaid internat control systems.

5' The company has not accepted any deposits from the public. In our opinion and according tothe information and explanations given to us the, directives issued by the Reserve Bank ofIndia and the provisions of sections 73 to 76 or any other relevant provisions of thecompanies Act and the rules framed there under, to the extent applicable have been compliedwith.

6' According to the information and explanations given to us, the company is not required forthe maintenance of cost records which has been prescribed by the central Government undersub-section (1) of section 148 of the companies Act, 2013. Hence this clause is not applicableto it.

7' a) According to the records examined by us, the company is regular in depositing undisputedstatutory dues with appropriate authorities including Income Tax, weatth Tax, Service Tax,Cess and any other statutory dues applicable to it.As informed to us provisions relating to provident Fund, Employees StateTax, custom Duty, value added Tax and Excise Duty are not applicable to it.Further there were no outstanding dues at the year end for a period of morefrom the date they became payable.

033-2231 9391/92(0331 2243-837198310 48621

2.

3.

Insurance, Sales

Kor&\

Mf,ROTI E frSSOCIfrTES

Place : KolkataDate : 3oth Day of May, 2015

Chartered Accountants

Mercantile Building, 9l'12, Lal Bazar Street'E'Block,3rd Floor, Suite No. 2Kolkata - 700 001PhoneTel/FaxMobileE-mail

[email protected]

b) According to the information and explanations given to us, no disputed amount is pending

before any forum of the above mentioned statutory dues.

c) According to the information and explanations given to us, the company is not required totransfer any amount to the investor education and protection fund in accordance with therelevant provisions of Companies Act, and rules made thereunder has been transferred tosuch fund within time.

B. The Company has accumulated loss at the end of the financial year which is not more thanfifty percent of its net worth and it has not incurred net cash loss during the current financialyear and in the immediately preceding financial year.

9. Based on our audit procedures and as per the information and explanations given by themanagement, the company has not defaulted in repayment of dues to financial institutions orbank or debenture holders.

10. According to the information and explanations given to us by the management, the companyhas not given any guarantee for loans taken by others from bank or financial institutions.

11.The Company has not obtained any term loans. Accordingly this clause of the Order is notapplicable.

12. Based upon audit procedures performed for the purposes of reporting the true and fair view ofthe financial statements and as per the information and explanation given by themanagement, we report that no fraud on or by the company has been noticed or reported bythe management during the year under audit.

For MAROTI & ASSOCIATESAccountants

KOLK+A

AL SURANA)Partner

M. No. 303583Firm Reg. No= 32277OE

033-2231 9391/92(033) 2243-837198310 48621

WORTH INVESTMENT & TRADING COMPANY LIMITED

Note

Salance $i.ieet ;,:r ..1. Li-i.st March, 20i-5

Figures as at the end of currentreporting period

Figures as at the end of the previousreporting period

EQUIrY &-llaB-lllrlE!

Shareholders'Funds(a) Sirare Cair ta(i-.) Reser-ves & Surplus

Drrrrrad T3^ L;.:bitities (hJet)

Current Liabilities(a) Llther current LiaLrli tres,lj .r-18 )t,J- .,,

7 ,r9,1617,14 ,323

3 2 8,00,000

122,98,094 4 50,98,094

1,00 i

Q f ) f o/

____lIgi?cze

96,9 2,034

3 52,40,84s

__J:2,3?,812_

3 28,00,000

122,55,673

7 aR ))\18,341

12,112

i25,50.000

i4,41,7173 16,0 6,9 14

5,3 1,040

450,55,673

5,3 13

7.86,5 65

__q8/r,!!?_

721 ,07,827

331,39,7 25

:j,lx1.!!3=

TOTAL

ASS ETS

Non-CL.trrent Assets

(a) Fixecl assets

Tangib e assets(b) Non-Current ilvestntelts(c) Otner Non-cur rent Assets

Current Assets(a) Cash and fash equiva ents(b) :norL iernt Loans and Advances(c) Other Current Assets

TOTAL

1

9

10

11

l2

25,2,r0

9 2,C0,000

4,66,804

8,8 2,6 56

353,58,189

(.r'r [r..Al ] -,irlt B DO,.,. , INoies io A.aolfrts i ITlre accorrl::.yl.g rrctes are an i.irirrar part of the f nanc a stat.rre.is.

A! iler our rt:port cf ever daie For and on behalf of the Board

Fci rvrAiio j.r & AssocrATrsf0r U{isIH ltlyEslt tl$ All0 IBAottrG coMpAAIy Ltturrmfot 1'}0FT}lic: rviaiiuir&n5sucrArLsfiotW{iBIH lfIYiSTt tffiAil0IflADrNG cggpAily tttutrEr,fdt }tOFTij iil!'EsTMtlj; A^;t if;A!:rrJG ctMpAt;y;ii,i;,..

l),/"'P !", , q{*-r ,

tll':,1"','1'"''urlo.: j'r27roi frrA;/ ,f^ h I

6) ^,.."_'- / -'

4*oo.trfrffffiih"*., DirectorfArrirror:ised$ignar<,r.Ra <esh l(unrar flishra(Manag ng Director)

Dilip Kumar Shaw

( Di rector)

$^"."t cl^"'Â"Jr-Aranil Chandak

(Company Secretary)

l(0rr'lAL 5UR

P;r',ler

M. No, 303583 \. : -\-\iL ;ii-L!rt_

Place.l(o kata

Dated : The 30th day of May, 2015

2

3

I

I

5

6

ia\

WORTH INVESTMENT & TRADING COMPANY LIMITEDStatxr**nt *t ti*r*{tl &n& Lrsss t*r \fu*'{xar xnd*.rJ &k'N {$taycfu Z"{}L%

Revenue from Operatiorrs

Sale of Shares

Other Operating Revenue

Total Revenue

Expenses:

(a) Purchase of Sharcs(01 Lmpluye, 3- rrtiL Er;rr,t'>C:(c) Depreciatiorr

1d) Other expenses

Total expenses

Profit before Tax (ttl - iV)

Tax Expenses

(a) Current Tax

(lr) Def'erred l'ax

Profit/(Loss) for the year (V - Vt)

[arning per Equity Share ( nominal value of share R: 16(at Basrc

(b) DrlLrted

13

Figures as at the endNote of current reporting

period

1

71

7,7L,569

7,71.,569

1,60,000AA QA)

4,99,018

7,05,960

65,609

27,500(4 312)

42,421

0 01

001


Figures as at the endof the previousreporting period

495,63,702

25,14,351

521,38,053

513 ,2t,1 13

1,14,000

6,3b9

5,22,289

519,64,371,

\,73,692

1,09,4 3 5

J,f I f

58,934

c.0:n ar lv.u I

lt.

Significant Accounting policies

Notes to Accounts

I4

fJ

IV

vt.

vll

The accorrp.rnyrng notes dr.r an rntegral part of the financial statements

As per or-rr repon of even date.

Rakesh Kumar Mishra(Managing Director)

Dilip l(umar Shaw

(Director)KOMAL SURANA

Partner

ivl No 30358:i

Place:i(olkataDateci : The 30th day of May, 2015

-Sr^4^'\ Cl*o,,&'l(Anand Chandair

(Company Secretary)

For NilARoTt & ASsoCtArEs f.t Uil0BIH ItUES/Utflf AtB ISADtriG u0MPAtrlI Ltinrr t

Ftrm Registration No.: )'rlr'rro, I / t r"or t!0Plti iNvis;MiNr pf$3 THADTNG c0MPAliY Lli{'ilit

Chr,t,rt'U.\LtoU|.[.]n,,,',,,,u,//4{'i",..#&SI1getonn,i-,rL.Qlo-*

K

vlTORTH INVESTMENT & TRADIi\G COMPANY LtMtTEDiiill:t,.ll|.|..)]\].'||.:,'.:;|l.,:j|....:

1. SiEnifican.t Accountine Policies

L.L Basis of Preparation of Financial Statements

The Flnancial Statements have been prepared in confirmity with generally accepted accounting principles to comply wlth the notifledaccounting standards under the Companies (Accounts) Rules, 2014 and the guidelines issued by the Reserve Bank of lndia as applicableto a Non-banking Finance Company. The financial statements have been prepared under the historical cost convention and inaccordance with the provisions of the Companies Act, 2013.

L,2 RevenueRecognistion

lncome and expenditure are accoL{nted for on accrual basis . lnterest income is recognized on a time proportion basis taking into accountthe amount outstanding and the rate applicable, Dividend income is recognized when the shareholder's right to receive payment isestablished by the balance sheet date.

1.3 lnvestments

LonS-term lnvestments are carried at acqulsition cost. Investments intended to be held for less than one year are classified as 'CurrentInvestments', and carried at lower of cost and net realizable value, Provision for diminution in value is made if the decline ln value isother than temporary in nature in the opinion of the management.

t.4 Taxes on Income

Provision for Income Tax is made on the basis of estlmated taxabie income for the period at current rates. Tax expense comprises bothCurrent Tax and Deferred Tax at the applicable enacted or substantively enacted rates. Current Tax represents the amount of lncome Taxpayable/ recoverable in respect of taxablo income/ loss for the reporting period, Deferred Tax represents the effect of timing differencebetween taxable income and accounting income for the reporting period that originates in one year and are capable of reversal in one ormore subsequent years.

1.5 Provisions, ContinEent Liabilities and Contingent Assets

Provisions involving substantial degree of estimation in measurement are recognised when there is a present obligation as a result ofpast events and it ls probable that there wlll be an outflow ofresources, Contingent Liabilities are not recognised but are disclosed in theNotes. Contingent Assets are neither recognised nor disclosed in the financial statements.

1..6 lnventories

Inventories of shares are valued at cost computed on FIFO Basis or fair value, which ever is lower.

1.7 Earnings per share

(A) Earnings per share is calculated by dividing the net profit or loss for the year attributable to equity shareholders, by the weightedaverage number of equity share5 outstandtng during the year.

(B) For the purpose of calculating dlluted earnings per share, the net profrt or loss for the year attributable to equlty shareholders andweighted average number of shares outstanding during the year is adjusted for the effects of all dilutive potential equity shares.

1.8 Fixed Assets

Fixed assets are stated at cost less accumulated depreciation and imparrment, if any. Cost comprises the purchase price inclusive ofdutles, taxes, and incidental expenses upto the date, ihe asset is ready for its intended use

1.9 Depreciation

- Depreclation on Fixed Assets is provided basecl on useful life asstgnecl to eacl-r asset prescnbed in accordance with part ,,C,,ofSchedu e-11 of the Companies Act, 2013.

- Depreclation on flxed assets added/disposed ofl dur ng the year, is provided on pro-rata basrs with reference to the date ofa dd itio n/d i sposa l.

' In a case of impairment, if any, depreciation is provided on the revised carrying amount of the assets over thejr remaining useful life.

1.10 lmpairment of Assets

The carrylng amounts of assets are reviewecl at each balance sheet date to determine whether tnere is any indication of impairmentbased on lnternal/external Factors. An inrpairment oss rs recognized wherever the carrying amount oF an asset exceeds its recoverableamount wh ch represents the qreater of the net selling price and 'value in use'of the assets. The estimatecl Future cash flows consideredfor determ n nq the value in Lrse, are drscounted to their present value at the weighted average cost of capital.

rtt S0BTII ll{UE$rffiilT At8 In$[tE COtlPAfIY lnffIEs

D| t"'p L ,Q l$-ollitoaq t Autlrsisd SIPato.n'

1.11 Deferred Tax

Deferred Tax reslilting fron'r "tlming dlfference'i between book and taxable profit isbeen enacted or substantially enacted as on the Balance Sheet date. The Deferredextent lhat there ls a reasonable certainty that the assets will be realized in future

accounted for Lts ng the tax rates and aws that lr.tvc-Tax Asset s recoqIized aIcl C,:rr eC iorv;arrl on v Lo ilte

-. F ipures d, dt tnelreures as at the

errd ot theend ot current

njevioujreportrng peflodr(,J o tini pPriud

2. Share Capital

a) Capital Structure

Autho rlsed

36,00,000 Equity Shares o{ Rs.

lssued, Subscribed and Fully Paid Up

32,80,000 Equity Shares of Rs.

RSRs

10/.each 3 60,00, c00 3 60,00,000

360,00,000 160,00.0c0

328,00,000 3 28,00,000

328,00,0 r.10

31 March 2014

10/-each

b) Share Capital Reconciliation

Equity Shares

Opening baiance

lssued during the period

Closing Balance

Anunay Commosale Pvt Ltd

lshwar Commercla Pvt Ltd

Nayan lmpex Pvt Ltd

Newedge V nimay Pvt Ltd

Silverson Tradelinks Pvt Ltd

Swlft Dealmark Pvt Ltd

Unicon Tie-Up Pvt Ltd

Vedant Commercial Pvt Ltd

3. Reserves & Surplus

Securities Premium Reserve

Oire n lng

lncreased during the year

Clos ing

General Reserve

Statutory Reserve Fund

Balance b/fAdd : Transferred dLlring tlte year

Balance c/f

31 March 20L5

328,00,000

NosNos,

3 2,80.000 3 28,00,000 1 6,00,000

1 5,80,000

1 60,00,000

168,00,000

Amount A rno Lill t

c) Particulars of Equitv shareholders holcling more than 5% shares at Balance sheet date

31 March 2015

32,80,000 328,00,000 32,80,000_ 3 28,0 0,0c0

31 March 2014No. oi shares lli ho dlng No. ol shares _ ,"t ho,.llng

2,1 0,000

2,1 0,000

2,1 0,000

2,10,000

2,10,000

2,10,000

2,1 0,000

2,10,000

6.4A%

6.44%

6.44%

6.44%

6.44%

6.44%

6.4A%

6A4%

2,10,000

2,10,000

2,10,000

2,10,000

2,10,000

2,10,000

2,10,000

2,10,000

6.44%

6 40%

6 4A%

6.44%

6.40%

6.40%

6.40%

6,40%

d) Terms/rights attached to equity sharesThe Company has only one class of equity shares having a par value of Rs. 10/- each. Each holder of equity shares is entltled to one vote pershare The dividend proposed by the Board of Dlrectors, if any, is subject to the approval of the shareholders in the subsequent Annual GeneralMeetifS. ln the event of liquidation of the Company, the holder of equity shares w ll be entitled to recelve remaining assets of the Companyafter dlstributlons of all preferentla amount. The distributions will be ln proportion to the number of equity shares held by the shareholders;and any other ri8ht as the Memorandun'r and Articles of Association of the Company may prescrlbe in relation to the aforesaid equlty shares ofthe Company.

ligures as dr lr,cl-rsures as at the

errd of thcend ot rurrent

orcr io.,:reportil)H Deilod- lelrorting 1:.',,61

RS

84,00,00084,00,000 84,00,!00

5,00,000 ' s,00,000

Rs

84,00,000

34,59 ,293

8, s00

34,4 7,506

71,7 87

34,67,793 14,59,293

tor lll0f TH INVESIilttNT Fl{0 IRA0|NG CCMPAruY tiMlrEu-lD,l"' p L , Qu-^,Diregtor / Arrthnriser{ Rioenfna

Surplus/{Deficit) in the Starement of profit & Loss

Opening balance

Add: Profit/(Loss) for the y-"ar

Less Transfer to Reserve Fund during the year

Lessr Adjustment for transitlonal Provision of depreciation under Compan es Act, 2013

lRefer Note No. 17 (g)l

Net Surp us/(Deflcit) at the end of the year

Total Reserves & Surplus

4. Deferred Tax LiabilitiesOpening Balance

Add: Generated

Less: Reversed

Closing Balance

5. Other Current LiabilitiesAdvances From Partles

Liabllties for Expenses

( 1,03,620)A) A)1

( 8, s00)

\1,sa,7 67)

5 8,934

\11,181)

(6e,699) _ {1,03,610)

1,22,98,094 L22,55,613

5,11:,0i1

1,00 1

6,85,7 5 3

33,708

5,313.00

s,31 3.00

6,85,7 5 3

)) 17)

7 ,1,9,467

86,82 3

21 ,504

7 ,4t,2)5

6. Short-term Prwis-ions

Corll: r'ltlellt irrovislonProvl:lcn fcr inco le

for Standard Assets

Tax78,34L

8. Non-CurrentlnvestmentsOther lnvestments(a) lnvestments in Equity lnstruments (Unquoted at cost)

(fully paid-up; FV Rs 10 each, un ess otherwtse stated)Sarvlok Dlstrlbutors Pvt. Ltd.

Crystal Dealmark Pvt. Ltd.

Total of Non-Current lnvestments

Details of Non-Current lnvestmentsAg8regate of Unquoted nvestments

9. Other No!-current AsseEPrelrrr r.ary Expelses

10. Cash and Cash EquivalentsCash in landBalances wlth Banl(s in CUrrent AacountCheque n HanC

11. Short-tq.rrn LoarlS and Ad!A!!e5 ( UnsecLrrecl, considered goodl

Loans a!.i ad'i {lc-q!lQOt he rs

auqrBalance u/llh ncoBle Tax Aulhor rtle5 (net of provis ons)

12. Other CLrrrent AssetsPre inlrary Expeilse:

12 5,5 0,0C 0

1 2 5,50,000

_. Ir/ures l,:r{tl,rl-rgures as at tlle

end oi tlrcend ol current

. Drcvlo.tlreportrng penod

reportrng Iroi.,i

s,20,000

4,000

5 2,00,00040,00,1100

L,14,323

5,20,000

7,350

7 8,3.11

5 2,00,000

73,50,000

9 2,00,000

9 2,00,000

9, 16,93 3

84,83 8

Rs Rs

4, b6, E04 85,65 s

4,66,804

6,7 4,31.3

2,40,021

8,3228,82,656 L0,01,1lr

347 ,29,065

6,29,124

3r3,36,57 4

2,7A,34A

353,sU,189 316,06,9i4

- 5,31,040),J1,U.iU

INVESIMENT ANO TBADiNG GOMPANY TIMITEI'

D,'L'p [.*, gro.-oDirector / Authorised Signatori

fsr Wil*?H

FiAures ds dl tl .ttsures as at Ine

end of ltreend ot current

p.evrorr;reporlrng perro0

repu,t:ng p(,riuJ13. Other OperatinH Revenue

lnterest on Loan

Loss on Futures & Options

14. Employee Benefits ExpelsesSalaries & Bonus to Staff

L5. lQlhlr Expenses

Advertisement Expenses

Auditors' Remuneration

Audit Fees

Certlficatton & other mattersBank Charges

CDSL Charges

CSE Expenses

Contingent provision for standard assets

Demat Charges

Filing Fees

NSDL Exp.^nses

Trade Licence

Professlonal Fees

RTA Expenses

Postage and Courier chargesPreliminary Expenses Wrltten OffPrinting & Stat onery expenses

General Experrses

Webdesigning Expenses

Listing Fees

Security Transaction Tax

Share Transaction Charges

16. Earning per share (EPS)

The following reflects the profit and share data used in the basic and diluted EPS computations

Net Profit / (Loss) attributable to equity shareholders

Weighted average number of equity shares in calculating EpS

Nominal value of Equity Shares

Closing No. of Shares

Baslc & Diluted EPS

RS

35,87.849

128,15,280)

--- _-l J1,56s

RS

25,14,35L

25,l 4,35 r

1,60,000 1,14,000

1,60,000

18,6 2 8

33,748

500

861

1),653), )oa

i,9115,40C

6,1 50

23,9s0

21,910

11 ,1,99

1,49,89L

t 6,5 50

i8,770

5,254

1,34,832

5,058

)) L1)

3,0s0

41,573

1 1,800

36,326

31

7,500

3,51 1

750

1 3,483

7,6981,61,312

17,050

14,1u0

22,154

1,23,942

6,6L6

23,L78

4,9 9,018 5,22,289

31March,2015 31lvlarch,201.:l

42,42'r

10

32,80,000

0.01

5 8,934

24,40,000

10

0.02

IIIYESII{IIIT ATO TNADiIIG CGiIPAIIY TIMII EIJ

f>l I; p tL,Qu-,^, ,

f)rtcctor , Authori6ed $g+ntp"'

Fot ll0BTH

ii ii,v

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af,

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o\\orn.C

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I

LOANS & ADVANCES (pR) :

KLR VANIJYA PVT LTD

SREELEATHERS

SREELEATHERS LTD

BANK Bar_ANCES :

CENTRAL BANK OF INDIAKARNATAKA BANKUi!iTED BANK OF INDIA

TRADE PAYABLE (OTHERS)ADVANCES tLtABtLtTt ES) :

Ci.IITNDRASEKHAR B PANCHAL

INTEREST ON LOAI{ .

SREELE/\THERS

SItIELEATHERS LTD

Kr 1.'^\./, , .'LiL

TDS rCi:i rLiE A.Y.2,0_1!:16SREELEATHERSSREELEATHERS LI DKLR VI\I\JIJYI\ PVT LTD

48,16.891

16,57,484

282,60,682

34t ,29,065

679.92

1,96,683 18

2,651.53

2,00,02a 6l

6 85 753

6,85,/53

1683r530,61,421

3,5 2,1 10

35,81 ,849

16,831

3067 42Ql:ai r

3 58 784

for U0$ll ilUESIIIIT ril0 TilA0iNE COMPAf{Y llMlttl,'

bll' p v*,gL**u I

Tlitcctor / Arrthoriged Slggaton

I

'

17. Notes to Accounts :

a) Setment Reportint

The Company 1s predominantly engaged in the business of financial activitles and is a 'single Segment' Company.

b) Related Party Disclosures

As per Accounting Standard 1B 'Related Party Disclosures', the disclosure of transactions wilh related parties are given below

(i) Names of the related parties and description of relationship

L Key Management Personnel (KMP):

Shri Rakesh Kumar Mishra

Shri Di lP (unrar Shaw

Shri Anup Pandey til lanuary 2015

Shrl Anand Chandak from Feburarv 2015

(li) Transactions with related parties during the period:There was no Reiated party transaction during the year io see disclose in term of AS - 1g.

51.

No.

1

Key Management Personnel

Salary

3 1,03,2015

:L 30,!C0 0C

3 1.03.2014

c) Accounting for Taxes on lncome

As availability of future taxab e irrcome ls rrot certaln, on consideratlon of prudence, provision for deferred tax assets is not made in term of AS 22, Accountine

d) Details of dues to nricro and small enterprises as defined under the MSMED Acr,2006

On the bas s of nformatron avat ab e w th the Company under the M cro, Small and Medrum Enterpr ses Deve opment Act, 2006, there are no Enterpflses lo whom the CorpanyowesdueswhrchareoutstandLngatyearend ThshasbeenreLeduponbytheAudrtors.

ei Particulars as requrred ln terms of Parag.aph 13 of Non-Banktng Frnanciai (Non-Deposlt Accepting or Holdlng) Companles prudential Norms (Reserve Bank) Directlons, 2007are g ven by w:y of aI Annexure to the financia statements.

f)TheFrnancalStatementsandNotesonAcco!ntshasbeenpreparedaspertheCompanLesAct,20l3wlththeirscheduieasthesamerseffectvefromlstApr,20l4.

It has recompuleci Ihe depTeclatlon on var o!5 f red assets n acaordance wrth and rn the manner prescilbed w th Part C of Schedule ll of the Companres Act, 2O13. Theaggregate drfference between the deprecral on so.cmp!led as per the companLes Act, 2013 r ll 31st March, 2014 and the deprec at on charged in the accounts t ll 31st March.2014 has been deb ted to the oper ng baiance of proflt & Loss Account

h) The management has assessed that there is no impairnrent of Fixed Assets requiring provrsion in the AccountS. Accordingty, there is no deb t to theqtarener f o P o'it & Lo.s tot f-6'Tpd rn.e1. of Assets

i) No provis on has been made on acco!nl of gratuity as none of the employees have put in completed years of service as required by the paymenl ofqrafurty aCt.

j) No provisron has been made on account oi leave salary as [here ar e no ]eave lo lhe cred t ol entployees as at the end of the year.

k) Provrsion lor Ou[slandrng Slandard Assels have been made @ 0.25% as per RB] Circular No,: DNBpS.pD.CC.No.2A7l03.O2.AOZ /2Arc-1_t dated: 17 01201 I

l) There are no outstanding contraci of future & optron whrch has not been squared off as on the date of Balance Sheet.

Act,2013

n)A theirgur-.s,. thesenotesaTetn Rs exceptotherwrsestated.

I"OT Il'O8TH II{VESIMTI{I A'{D TffADiNG COMPAT{Y LIMII Lr

As per our report of even date

For MAROTI & ASSOCIAIES '"/fr;pDX"WrYtL*" o

". nP"lfri$P, fi ,/ Authorlrcd Slgnaton

(Managrng Dlrectar)

r*vEsr MrNT

ig:,Ttofl' try':QdJtLl r..iir l

Director / Auihoriscd Signat,r,Anand Chandak

(Compan! 5e.reta.!i

-+-.a"-'\ Ct^"'J'Jl

Boom No.2, Kolkala - 700 00:1

Dareo r The 30rh day of I\4ay,2015

Charte.ed Accountants

,,OI T,!OBTHKOMAL SURANA

frartne,

M f.lo. rC-llB:

.:-//

l/tl \ 1-,'

t

woRTH INVEST|/ENT & IRAD!r.tc CO. L[fltTED

ASSESS[IEIIT YEAR 2U]5 1b

COIVIPUTATION QF TOIAL lNCOIVIE & TAX THEREON

INCOIME FROI\1 BUSINESS :

NET PROFIT AS PER PROFIT & LOSS ACCOL]NT

ADD ITEI!1S D SALLOWABLEContlngent provislon for sundry assets 8,4g2Depnciation as per Companres Act 4t .94)

Less: Depriciatron as per lT Act

TOIAI INCOME

TOIAT INCOME ROUNDET] OIF

TAX LIABILITY

ADD:CESS@3%

LeSS: TDSBalance payable / (refundable)

lncome U/s 115-JB

NET PROF]T A5 PER PROF T & LOSS ACCOUNT

Tax @ 19 055

Tax Payable (A and B, whichever is h gher )

Deferred Tax

WDV as pe. Co. Act

WDV as per T Act

Dlfference

Deferred Tax L ab I tyOP DTL

DTL REVERSED

A)

B)

PA_N-.AAA!ur4974G

6s,609

55,424

1,2 1,03 3

3.2,987,

88,04 5

88,050

26,415

- t92

)1 ,207

3.5BrZq4

(3,31,577)

6 5,609

72,54)

21 ,)A1

25,23A

21,991

3,239

1,001

5,313

4,312

for W0BTH tIUVESTt/lEtrT Ailq IRA0|NG C0MpAruy LtMtTECI

t>)L'p L ?r",ôDlrect,'r / A,rfhoriSed Sierr"t.r.]

Figures as at the end of currentreportinq period

RS

Figures as at the end of the pr evrousreporting perrod

RS

I NeL o,o't/rLo5s) Ileto,e Ta, ra.lI Add:I Deor ecrat on

I co-t,'genc) p-o!s o^ roT srdnoard as\el5I Prel,m, a.) e{penses wr LLen o,lI

II SLo t,r ,o)

Operating profit before Working Capital Changes (a+b)

Adlust[rents f,]r(lncrease) / Decrease ln Slrort term LoanS & advances(increase) / Decrease in trade recetvables(lncrease) / Decrease n other current assetsIncrease/ ( Decrease ) n trade payab esIncrease/ ( Decrease ) in oUrer Llab tilies

Cash generated from/(used in) operat onS

Direct taxes pard/adJusted (net of reflrnd)

Net Cash flow from Operating Activities A

2. CASH FLOW FROM INVESTING ACTIVITIESPurchase of Flxeci AsselsProceeds front sale/(purcnase) oi non current InvestmentNet Cash flow from Investing Activities B

3, CASH FLOW FROM FINANCING ACTIVITIESIssue ol'Share Capila on prel.encral Bas sShare issue expense5Prel mtnary Expenses

Net Cash from Financing Activities C

Net lncrease n Casrr/Cash EqLrrvaienl (A+ B+C)Casrr/Cash Equ vatents (Openrng)Cash/Cash Equivalents (CIosino,r

16,91 )8,..+ 82

1,49,891

65,609

2,0 5,3 1 5

6,3 6936,326

7,61 ,372

1,,7 3,6E.t

2,O4,A07

(37,51,275)

11,236

( 140,2s,450)80,62,5 00( s,5 1,800 )

(75,00,000)6,85,753

2,7 A,924

( 3 7,40,0 39 )

3 t7 7 ,689

133,38,997)

33,50,000

(34,69,115)

( 78,54 I )

I 14,50,000)

( 1 29,6 1, 308 )

(.2,89,941\

(34,69,LLs 1,32,51,249\

33,50,000

252,00,000( 1,02,000)

,28,54 L

2s0,8 8,000

( 1,19,1 15)r0 ,01 ,7 7 1,

3, r 8,2 i06,83, s6 1

8,82,6s6 LO,AL,V7!

y/oRrH rNVESTMENT PAI\LY L]r4lrEaEAJ-i1 I:LO]I/,9IAItI'IENT FOR TI.IE YEAR ENDED 31ST MARCH , 2015

1 The above cash flow slalement has been prepared under the indirect lyelhod as set out rftthe Accounting slandard- 3 on Cash Flow Slatements

2 Components of casn ano casn equ valents

Cash rn HandCash at Bank

L irrLras iis itt tllcelltl rjl !tit lultl!ir\rrLi ! rtti()rl

6,/4.?,1 )2,08,3.+3

--- !,8?.9:6_

l:i!lutcs ils ilt tltecrttl ol tlre l)tc\ t()l\

rcpoTlrrl pcloil

9, 1 6,91384,838

__--]g,aultAs per our report of EVen date

For MAROTI & ASSOCIATES

Firm Registration No.: 322770E

Charterecj Acc0!ntants

KOMAT SURANA

PartnerM. No.303583

Place : Ko l(ata

I or and oil beitai{ oi ilre Uoard

for B08IH IilYESIMIIIT Atl) IRA0ll{0 C0ltlPAt{Y ilMlrLr

/) / . / // 1 K^ ./ IOr WOBTH INVESTMTNT AND TBADING COMPANY .

/tuffi^!, ^{"fu Dl k'! b,9_@a .(Managlng Director) oirectot'l{fli}ffid .rr '

N.âJ C'raa'J-l(Anand Chandak

(Company Secretary)

Dated : The 30th day oi May, 2ili5

rcrQi;i


Worth Investment & Trading Co. Ltd.

WORTH INVESTMENT & TRADING CO. LIMITED CIN: L671 20W81 980PLC 032932

34, C.R AVENUE, 1ST FLOOR, CABIN NO.2, KOLKATA.TOOOI2 Email: [email protected] /Website: www.worthinv.com

ATTENDANCE SLIP

35TH ANNUAL GENERAL MEETING ON 30TH SEPTEMBER, 2015

Registered Folio No/

DP ID & Client Id*

Name and Address of

the Shareholder(s)

Name of joint holders,

if any

No. of Shares held

*Applicable to shareholders holding shares in electronic form.

I/We hereby record my/our presence at the 35th Annual General Meeting of Worth Investment &

Trading Company Limited held on Wednesday, 30th September, 2015 at 1:00 P M at 34 C.R Avenue 1st

Floor Cabin No. 2, Kolkata-700012.

---------------------------------------------- ---------------------------------------

Member’s/Proxy Name in Block Letter Member’s/Proxy’s Signature

Notes: 1. Members/Proxy holders are requested to bring this slip with them when they come to the

meeting and hand it over at the entrance of the Meeting Hall duly signed.

2. The electronic voting particulars are set out below:

EVEN

(Remote e-voting Event Number)

USER ID PASSWORD

Please refer to the attached AGM Notice for instructions on remote e-voting

Remote e-voting facility is available during the following voting period:

Commencement of Remote e-voting End of Remote e-voting

September 27, 2015 from 9.00 am September 29, 2015 till 5.00 pm





WORTH INVESTMENT & TRADING CO. LIMITED CIN: L671 20W81 980PLC 032932

34, C.R AVENUE, 1ST FLOOR, CABIN NO.2, KOLKATA.TOOOI2 Email: [email protected] /Website: www.worthinv.com

35TH ANNUAL GENERAL MEETING ON 30TH SEPTEMBER, 2015 MGT- 11

PROXY FORM

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies

(Management & Administration) Rules, 2014]

Name of the Member (s):

Registered address:

E-mail Id:

Folio No./Client Id*:

DP ID*:

*Applicable to shareholders holding shares in electronic form.

I/We, being the member(s) of ………………………….. Shares of the above named Company, hereby

appoint:

1. Name:

Address:

E-mail ID: Signature: …………………….or failing him;

2. Name:

Address:

E-mail ID: Signature: …............ or failing him;

3. Name:

Address:

E-mail ID: Signature: … ……………... ...................

as my/our Proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 35th Annual

General Meeting of Worth Investment & Trading Company Limited to be held on Wednesday, 30th

September, 2015 at 1:00 P.M at 34, C.R. Avenue, 1st Floor Cabin No. 2, Kolkata – 700012 and at any

adjournment thereof in respect of resolutions as are indicated below:

Resolution No. Resolution Proposed

1 Ordinary Resolution to receive, consider and adopt the audited financial statements of the

company for the financial year ended 31st March, 2015, including the audited Balance Sheet as at

31st March, 2015, the statement of Profit and Loss for the year ended on that date and reports of

the Board of Directors’ and Auditors’ thereon.

2 Ordinary Resolution for appointment of Director in place of Mr. Dilip Kumar Shaw

(DIN: 02880928) who retires by rotation and being eligible, offer herself for re-appointment.

3 Ordinary Resolution to appoint M/s Maroti & Associates, (FRN: 322770E) Chartered Accountants,

Kolkata, as Statutory Auditors.

4 Re-appointment of Miss Archana Sharma (DIN NO.07137760) as an Independent Director





Signed this ……………………………………………………...……day of ……………………………………………………...2015 Signature of the Shareholder ………………………….……………………………………….. Signature of Proxy holder(s) ……………………………………………………………………. Note: This form of Proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not later than 48 hours before the commencement of the Meeting.

Affix Revenue Stamp

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