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Directors Report of Shailja Commercial Trade Frenzy Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 34th 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.)

STANDALONE

Particulars 2014-15 2013-14

Profit/(Loss) Before Tax & Provision 1,42,412 2,521

Less: Provision For Tax 1,37,358 779

Profit/(Loss) After Tax Available for 5,054 1,742

Appropriation

Add: Profit/(Loss) Brought Forward (4,58,122) (4,59,864)

From Previous Year

Transfer To General Reserve - -

Proposed Dividend - -

Tax on Proposed Dividend - -

Profit/(Loss) Carried Forward (4,53,068) (4,58,122)

Basic/ Diluted Earnings Per Share 0.01 0.01

CONSOLIDATED

Particulars 2014-15 2013-14

Profit/(Loss) Before Tax & Provision 1,39,331 (1,071)

Less: Provision For Tax 1,37,358 779

Profit/(Loss) After Tax Available for 1,973 (1,850)

Appropriation

Add: Profit/(Loss) Brought Forward (5,22,539) (5,20,689)

From Previous Year

Transfer To General Reserve - -

Proposed Dividend - -

Tax on Proposed Dividend - -

Profit/(Loss) Carried Forward (5,20,566) (5,22,539)

Basic/ Diluted Earnings Per Share 0.00 (0.01)

2. Dividend

Your Directors have not recommended any dividend for the financial year 2014-15 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. Reserves

Your Directors have not proposed to transfer the accumulated profit to Reserves during the year.

5. Brief description of the Company's working during the year/State of Company's affair

The Company's Primary business is trading in Sarees having a wide variety of fabrics and designs. The company has resumed its operation this financial year (2014-15) with revenue of Rs. 135.97 Lakhs (Approx.), expenditure Rs 134.55 Lakhs (Approx.) and profit before tax amounted to Rs. 142,412 (Approx.)

Consolidated revenue amounted to Rs. 136.31 Lakhs (Approx.), expenditure Rs 134.91 Lakhs (Approx.) and profit before tax amounted to Rs. 139,331 (Approx.)

6. Change in the nature of business, if any

The Company has not changed its nature of business during the year.

7. 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.

8. 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.

9. Details of Subsidiary/Joint Ventures/Associate Companies

The Statement in Form AOC-I containing the salient feature of the financial statement of your Company's subsidiaries, associates and joint venture companies pursuant to first proviso to Section 129(3) of the Companies Act, 2013 (Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, forms part of the Annual Report. Further, in line with Section 129(3) of the Act read with the aforesaid Rules, the Listing Agreement with the Stock Exchanges and in accordance with the Accounting Standard 21 (AS-21), Consolidated Financial Statements prepared by your Company include financial information of its subsidiary companies.

The company has the four subsidiary companies:

i) Debdaru Dealmark Pvt Ltd

ii) Deecshikha Vanijya Pvt Ltd

iii) Hora Commotrade Pvt Ltd

iv) Kshmaya General Traders Pvt Ltd

10. Deposits

The company has neither accepted nor renewed any deposits during the year, covered under Chapter V of the Act.

11. Statutory Auditors

M/s JSA & Associates, Chartered Accountants, have been re-appointed as Statutory Auditors of the company till the conclusion of the Annual General Meeting of the company to be held in the year 2017 (subject to ratification of their re- appointment at every AGM) and the Directors of the Company shall fix the remuneration from time to time in consultation with the Audit Committee.

12. 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 are annexed.

13. 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.

Preferential Issue of Capital: Your Company has issued 3,000,000 equity shares of Rs 10/- each on preferential basis to Non- Promoters during the year and as on date the entire capital is listed with Calcutta Stock Exchange.

14. 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

15. 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.

16. 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 crore 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.

17. Directors:

A) Changes in Directors and Key Managerial Personnel: Pursuant to the Resolution of the Board of Directors passed at its meeting,

Date Name Designation

04/08/2014 SONAM Independent SHARMA Director

29/08/2014 YASH SARAOGI Independent Director

29/08/2014 VIJAY KUMAR Managing SHARMA Director

24/12/2014 SWETA Company AGARWAL Secretary

Date Purpose

04/08/2014 Appointed as an Additional Director and regularized at the previous AGM.

29/08/2014 Reappointed as Independent Director for a further period of five years.

29/08/2014 Appointed as Managing Director of the Company for a term of 5 years.

24/12/2014 Appointed as Company Secretary

Mr. CHETAN SHARMA, Director of the Company will also be appointed as Chief Financial Officer W.e.f. 28.05.2015.

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

Mr. YASH SARAOGI & Mrs. SONAM SHARMA, 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 3rd February, 2015, wherein the performance of the Board as a whole was evaluated.

18. Number of meetings of the Board of Directors

Six Meetings of the Board of Directors were held during the financial year 2014-15. These were held on the following dates:

i) 28/05/2014, ii) 04/08/2014, iii) 05/11/2014, iv) 30/01/2015, v) 03/02/2015 & vi) 26/03/2015

19. Audit Committee

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

YASH SARAOGI Chairman

SONAM SHARMA Member

CHETAN SHARMA Member

20. 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.

21. 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.

22. 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 Whistle Blower Policy (Vigil mechanism) 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 4th August, 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.

23. 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

SONAM SHARMA Chairman

YASH SARAOGI Member

VIJAY KUMAR SHARMA Member

24. Particulars of Loans, Guarantees or Investments

There are no Loans, guarantees or Investments as per section 186 of the Companies Act, 2013.

25. 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.

26. Managerial Remuneration:

The Company earned minimal profit during the year so the Company has not provided any Managerial Remuneration to the Directors.

27. Secretarial Audit Report

The Secretarial Audit Report has been given by Anand Kumar Khandelia, Company Secretary and there is no qualification, reservation or adverse remark or disclaimer made by the company secretary in the secretarial audit report.

28. 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.

29. 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.

30. Familiarization Programme for Independent Directors

In terms of Clause 49(II)(B)(7) of the Listing Agreement, your Company is required to conduct the Familiarization Programme for Independent Directors (IDs) to familiarise them about their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, business model of your Company, etc., through various initiatives. The details of such familiarization programmes are available on your Company's website www.sctfl.org and a link to the said programmes has been provided elsewhere in this Annual Report.

31. STAKEHOLDERS RELATIONSHIP COMMITTEE.

The composition of the Stakeholders Relationship Committee under Section 178 of the Companies Act' 2013 is hereunder:

Name Designation

SONAM SHARMA Chairman

YASH SARAOGI Member

VIJAY KUMAR SHARMA Member

31. 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.

32. 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

VIJAY KUMAR SHARMA CHETAN SHARMA (Managing Director) (Director & CFO) DIN 06614466 DIN 06614477

Place: Kolkata Date: 28/05/2015


Mar 31, 2014

Dear Members,

The electors have pleasure in pres anting their Auual Report together with the Audited Accounts tor the year ended 31/03/2014

FINANCIAL RESULTS

During tha period dor review the Comparty has hade a profit of Rs 1 742 00 when when added to the past year debt balance of Rs. 4.59,865 00 mgkes a total ded-t ba.snce of Rs 4,55,122.00 wlmcn you' d.rectors proodse to carry for.vara to rent year.

WORKING OF THE COMPANY

during the ps'od the funds cf the Company were properly utized.

DIRECTORS RESPONSIBILITY STATEMENT

i In the preparation of ann'ya accounts toe applicable accounting standard; had been followed.

ii Accounting policies are applied consiststly and made judgment and estimates that are reas oracle ano prudent sb a$ to give a hue sod "air v;ew of the state of affairs of the company at the end cf the hharoial year pne- of the loss of toe company tor that period

iii. Proper & sufficient cars was taken. for the maintenance Of adequate accounting records in accordance with the pro vis or of Companies Ac: 1956 tor safeguarding toe assets Of the company and fer preventing one detecting fraoc end ether iffieguiaritief.

v the annua' accounts had oeen prepared on to.e basis gemg concern

AUDITOR S REPORT

Tne observation made by the Auditors are seif-explaratory arc go net require any further clarifcativn

AUDITORS

Ws JSA & Associates Chartered Accountants Auditor; of tne Company retires and offers them seif for re- Bppcintment

INFORMA TION PURSUANT TO SECTION 217(2A) OF THE COMPANIES ACT. 1956:

Tne above sect on is not applicable to the Compcry as rta employees of the Company are in receipt of the remuneration specified under the above section

For and behalf of the Board STANLEY SCHWOELL TKACE i FINANCE LTD

Place: Kolkata Date: 20.05.2014

director - Sector singnature


Mar 31, 2013

Dear Members,

The directors have pleasure in presenting their Annual Report together with the Audited Accounts for the year ended 31/03/2013

FINANCIAL RESULTS

During the period under review the Company has made a loss of Rs. 248 00 which when added to the past year debit balance of Rs. 459,017.00 makes a total debit balance of Rs. 459.865.00 which your directors propose to carry forward to next year

WORKING OF THE COMPANY

During the period the funds of the Company were properly utilized.

DIRECTORS RESPONSIBILITY STATEMENT

i. in the preparation of annual accounts, the applicable accounting standards had been followed.

ii Accounting policies are applied consistently end made judgment 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 loss of the company for that period,

iii. Proper & sufficient care was taken far the maintenance of adequate accounting records in accordance with the provision of Companies Act. 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

iv. The annual accounts had been prepared on the basis of going concern.

AUDITOR'S REPORT

The observation made by the Auditors are sell-explanatory and do not require any further clarification.

AUDITORS

M/s JSA & Associates. Chartered Accountants. Auditors of the Company retires and offers them self for re-appointment.

INFORMATION PURSUANT TO SECTION2!7(2A) OF THE COMPANIES ACT1950:

The above section is nut applicable In the Company as no employees of the Company are in receipt of the remuneration specified under the above section.

For and behalf of the Board

STANLEY SCHAPPELL TRADE & FINANCE LTD.

Place. Kolkata Date: 07,05.2013 Director Signstory






Mar 31, 2012

Dear Members,

The directors have pleasure in presenting their Annual Report together with the Audited Accounts far the fear ended 31/03/2012

FINANCIAL RESULTS

During the period under review the Company has made a loss of (Rs. 160 00) which when added to the past year debit balance of Rs. 459,457.00 makes a total debit balance of Rs 459.617 DO which your directors propose to carry fonward to next year

WORKING OF THE COMPANY

During the period the funds of the Company were properly utilized,

DIRECTORS RESPONSIBILITY STATEMENT

i. In the preparation of annual accounts, the applicable accounting standards had been followed.

ii Accounting policies are applied consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state df affairs of the company at the end of the financial year and of the loss of the company for that period.

iii Proper & sufficient care was taken for the maintenance of adequate accounting records in accordance with the provision of Companies Act, I956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities

iv The annual accounts had been prepared on the basis of going concern.

AUDITOR'S REPORT

The observation made by the Auditors are self-explanalory and do not require any further clarification.

AUDITORS

M/s JSA S Associates, Chartered Accountants. Auditors of the Company retires and offers them self for re-appointment.

INFORMATION PURSUANT TO SECTION 217{2A) OF THE COMPANIES ACT.I35B:

The above section is not applicable to the Company as no employees of the Company are in receipt of the remuneration specified under the above section

For and behalf of the Board

STANLEY SCHAPPELL TRADE & FINANCE LTD.

Place: Kolkata Date: 28.05.2012

Director Signatory





 
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