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Directors Report of Shree Global Tradefin Ltd.

Mar 31, 2015

The Directors submit 29th Annual Report of Shree Global Tradefn Limited (the "Company" or "SGTL") along with the Audited Financial Statements for the financial year ended March 31, 2015.

FINANCIAL HIGHLIGHTS:

(Rs. in Lacs)

Current Year Previous Year

2014-15 2013-14

Sales ( Net ) 29358.61 -

Other Income 21.25 254.13

Total Income : 29379.86 254.13

Profit before Interest, 80.95 85.75 Depreciation & Tax

Less : Finance Cost 35.27 -

Depreciation 0.16 0.36

Profit /(Loss) before tax 45.52 85.39

Less : Tax Provision 4.80 10.00

Net Profit / (Loss) after Tax 40.72 75.39

OPERATIONS & OVERALL PERFORMANCE

The Company has achieved a net Profit of Rs. 40.72 Lacs for the year under review as against Rs. 75.39 Lacs in the last year. The total income of the Company is Rs. 29379.86 Lacs as against Rs. 254.13 Lacs during the last year.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is trading in Iron and Steel products and Investment in Securities. In terms of Clause 49 of Listing Agreement, the Management discussions and analysis is given hereunder:-

a) Industry structure and development: Company is engaged in trading activity primarily having vast potential & now being getting attention of the organised sector.

b) Opportunities and threats: Sustained economic growth in the country may affect the business of the Company and sector overall. However, the Company is taking proper steps to mitigate the business risk.

c) Segment-wise performance: The Company is operating on only one broad segment and hence separate segmental reporting is not applicable. The Company has no activity outside India.

d) Outlook: The outlook for 2015-2016 has to be viewed in the context of overall economic scenario etc.

e) Risk and concerns: The Company is exposed to general market risk and is initiating adequate step to mitigate it.

f) Internal control system: The Company maintains adequate internal control systems, which provides adequate safeguards and proper monitoring of the transactions.

g) Discussion on financial performance with respect to operating performance: The operating performance of the Company has been discussed in Directors Report under the head 'Financial Highlights and Operations and Overall Performance' in the current year.

h) Human resources and industrial relations: During the year under review the Employee/Industrial relations remained cordial.

i) Cautionary Statement: The Management Discussions and Analysis describe Company's projections, expectations or predictions and are forward looking statements' within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

INVESTOR SERVICES

The Company and its Registrar, M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondences in terms of SEBI's directions, endeavoured their best to service the Investors satisfactorily.

DIVIDEND

The directors have not recommended any dividend for the year ended 31st March, 2015 to conserve the resources in long run.

TRANSFER TO RESERVES

The Company did not propose to transfer any amount to any reserves.

SUBSIDIARY & CONSOLIDATED FINANCIAL STATEMENTS

The Company is not required to consolidate it's Financial Statements for the year ended 31st March, 2015 as Company do not have any subsidiary.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there are no changes in the nature of the business of the company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

INTERNAL FINANCIAL CONTROL SYSTEM

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors, based on the representations received, confirm that –

1. In the preparation of the annual accounts for the Financial Year 2014-15, the applicable Accounting Standards have been followed and that there are no material departures from the same;

2. They have, in the selection of the Accounting Policies, consulted the Statutory Auditors and have applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for that period;

3. They have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. They have prepared the annual accounts on a going concern basis.

5. They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

6. They have devised proper systems to ensure compliances with the provision of all applicable laws and that such systems are adequate and operating effectively.

NUMBER OF BOARD MEETINGS

The Board of Directors met 10 (Ten) times in the year 2014- 15. The details of the Board meetings held are as under:

Quarter No. of Date of

Board Board

meetings Meetings

1st April, 2014 to 30th June, 2014 3 28.04.2014,

10.05.2014, 27.05.2014

1st July, 2014 to 30th September, 3 03.07.2014,

2014 09.08.2014,

27.09.2014

1st October, 2014 to 31st 2 08.11.2014,

December, 2014 27.12.2014

1st January, 2015 to 31st March, 2 11.02.2015,

2015 04.03.2015

DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTMENT

1. Mr. Rajesh Gupta (DIN 00028379)

Mr. Rajesh Gupta who was holding the position of the Chairman and WTD of the company since 1st May, 2014, was appointed as Chairman and Managing director w.e.f 14th January, 2015, for a period of three years.

2. Mr. Shashi Nair (DIN 00056445)

Mr. Shashi Nair stepped down as the Executive Manager of the company due to his preoccupancy with other assignments and he was redesignated as the Non executive independent director of the company with effect from 1st April, 2014.

INDEPENDENT DIRECTORS

In accordance with the provisions of section 149 of the Companies Act, 2013 & revised clause 49 of the listing agreement, the Board of Directors appointed Mr. N. K. Mohan (DIN 02542406), Mr. Ravindra Anant Deshpande (DIN 01003990) & Mrs. Uniza Shaikh (DIN 06975961) as the Independent directors of the company for the fixed term

of fve years starting from 14th January, 2015. Subsequently the shareholders approved their appointment by giving their consent through postal ballot, the result of which was declared on 14th January, 2015. The profle of Independent directors forms part of the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

1. Mr. Jaikishan Sarda

Pursuant to section 203 of the Companies Act, 2013 the Board appointed Mr. Jaikishan Sarda as the Chief Financial officer of the company w.e.f 9th August, 2014. He has a vast experience of more than 41 years in the field of finance and accounts. He has been associated with the Company since 1990, looking after the entire accounts and financial functions of the company.

2. Mr. Jitendra K. Sharma

The Board appointed Mr. Jitendra K. Sharma as the company secretary of the company w.e.f 1st January, 2015, to fill in the vacancy caused by the resignation of Mrs. R.Rajalakshmi.

CESSATION/RESIGNATION

1. Mr. Shashi Nair (DIN 00056445) resigned as a director of the company w.e.f 14th October, 2014. The Board places on record its sincere appreciation for his valuable guidance & contribution to the company.

2. Mr. Y. S. Vasudevan (DIN 02278644) resigned as a director of the company w.e.f 30th November, 2014. The Board places on record its sincere appreciation for his valuable guidance & contribution to the company.

3. Mrs. R.Rajalakshmi resigned as the company secretary of the company w.e.f 30th November, 2014. The Board places on record its sincere appreciation for her valuable guidance & contribution to the company.

RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Rajesh Gupta (DIN 00028379) will retire by rotation at the ensuing Annual General Meeting of the company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted the Declaration of Independence, as required pursuant to section 149(7) of the Companies Act, 2013 and revised clause 49 of the listing agreement, stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto marked as Annexure "B" and forms part of this report.

DEPOSITS

The Company has not accepted any Deposits covered under Chapter V of Companies Act, 2013, from the members or the general Public during the year under review and as such no amount on account of principal or interest on the deposits was outstanding as on the date of the Balance sheet.

SHARE CAPITAL

1. Offer for Sale

During the year under review, the Board passed the resolution at the meeting held on 10.05.2014 to consider and approve Offer for Sale (OFS). The Company received the letters from the promoter group on 29.04.2014 with respect to Offer for Sale (OFS). Mrs. Abha M. Gupta, Mrs. Chitralekha R. Gupta and Mrs. Renu R. Gupta belonging to the Promoter and Promoter group entity of the Company made an Offer for Sale (OFS) of their collective share holding aggregating to 1,37,81,523 (6.59%) equity shares ('Shares') of the face value of Rs.5/- each, through the Stock Exchange mechanism in accordance with SEBI circular no. CIR/MRD/DP/18/2012 dated July 18, 2012 and further amendments vide circular no. CIR/MRD/ DP/04/2013 dated January 25, 2013 and SEBI Circular no. CIR/MRD/DP/17/2013 dated May 30, 2013 and also in compliance with SEBI letter No. CFD/DIL/SK/SGS/ OW/8870/2014 dated March 24, 2014. Rs. 30/- (Rupees Thirty Only) per equity shares was the Floor Price of the Company.

2. Preferential allotment

During the year under review, the company allotted 1,90,00,000 [One Crore Ninety Lacs] Convertible Warrants to M/s. Pragya Realty Developers Private Limited (Non Promoter) on preferential basis at a Subscription Price of Rs. 9/- per warrant, thereby entitling the holder of the warrants to exercise an option to subscribe to 1,90,00,000 Equity Shares of the Company (having a face value of Rs. 5/- each) at an exercise price of Rs. 27/- per share (Effective price being Rs. 36/- per equity share i.e. at a premium of Rs. 31/- per equity share). These convertible warrants as on March 31st, 2015 represent the 1,90,00,000 equity shares of Rs. 5/- each which have been duly converted into equity shares pursuant to exercise of option by the M/s. Pragya Realty Developers Private Limited.

ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION

With the coming into force of the Companies Act, 2013 several articles of the Articles of Association of the Company required alteration / deletions. The Companies Act, 2013 also states that the Articles of Association of the company shall be in the specified format applicable to the respective company. Given this position, it was necessary to wholly replace the existing Articles of Association by a new set of Articles. Thus the Company has adopted and approved the new set of articles incorporating the provisions of Companies Act, 2013, in place of existing Articles of Association of the company through postal ballot and result of the same was declared on 14th January, 2015.

PERFORMANCE EVALUATION POLICY

The Nomination and Remuneration Committee has laid down the criteria for performance evaluation of the individual Directors and the Board. The framework of performance evaluation of the Independent Directors captures the following points:

A. Key attributes of the Independent Directors that justify his/ her extension/continuation on the Board of the Company;

B. Participation of the Directors in the Board proceedings and his/ her effectiveness;

The evaluation was carried out by means of the replies given/ observations made by all the Directors on the set of questions developed by them which brought out the key attributes of the Directors, quality of interactions among them and its effectiveness.

The Performance Evaluation Policy as approved by the Board is uploaded on the company's website at the web link: http://www.sgtl.in/policies.html

PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEE AND SECURITIES PROVIDED

During the year under review, the company has made following investments in accordance with the provisions of section 186 of Companies Act, 2013

Sr. Particulars Face No. of No Value shares/ securities

1 Purchase of equity shares 10 1,23,379 of Supreme Holding & Hospitality (I) Limited

2 Purchase of equity shares 10 2640 of Indrajit Properties Private Limited

Further the Company has made 75% Investment in Genelec Developers LLP by contributing Rs 3,75,000/-.

The company, by passing special resolution fixed a limit of Rs 2500 crores for making investments, giving loans to any person or other body corporate, giving any guarantee or providing any security in connection with any loan to any person or other body corporate and acquiring by way of subscription, purchase or otherwise the securities of any other body corporate.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTY

All the Transactions entered with Related Parties for the year under review are strictly done on arm's length basis and in the ordinary course of business. The Company presents full details of transactions of all related party before the Audit Committee, specifying the nature, value and terms & conditions of the transactions. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority.

The company has not entered into any materially significant related party transactions.

Particulars of Related Party Transactions made pursuant to Section 188 of the Companies Act, 2013 are provided in Note 24 to the Financial Statement. The Company, by passing a Special Resolution through Postal Ballot on 14th January, 2015, has received consent from the members of the Company to enter into the contracts, agreements with related parties as defined under the Act.

The Related Party Transactions policy as approved by the Board is uploaded on the company's website at the web link:

http://www.sgtl.in/policies.html

CORPORATE GOVERNANCE

Pursuant to the revised Clause 49 of the Listing Agreement, your Company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange with which the Company is listed are complied with. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.-As Per Annexure 'D'.

POLICIES AND COMMITTEES AUDIT COMMITTEE

The Audit Committee of the company was reconstituted on 27th September, 2014 in terms of Companies Act, 2013 and revised clause 49 of the Listing Agreement. The Committee comprises of Mr. Ravindra Anant Deshpande as the Chairman, and Mr. N.K.Mohan and Mrs. Uniza Shaikh as the Members.

All the recommendations made by the Audit Committee are accepted and implemented by the Board of Directors.

More details on the committee are given in the Corporate Governance Report.

NOMINATION AND REMUNERATION COMMITTEE

The Remuneration Committee of the company was reconstituted and renamed as "Nomination and Remuneration Committee" on 27th September, 2014 in terms of Companies Act, 2013 and revised clause 49 of the Listing Agreement. The Committee comprises of Mr. N.K.Mohan as the Chairman, and Mrs. Uniza Shaikh and Mr. Ravindra Anant Deshpande as the members.

More details on the committee are given in the Corporate Governance Report.

STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the company was constituted on 27th September, 2014 in terms of Companies Act, 2013 and revised clause 49 of the Listing Agreement. The Committee comprises of Mr. N.K.Mohan as the Chairman, and Mrs. Uniza Shaikh and Mr. Ravindra Anant Deshpande as the members.

More details on the committee are given in the Corporate Governance Report.

RISK MANAGEMENT COMMITTEE

The Risk Management Committee of the company was constituted on 8th November, 2014 in terms of revised clause 49 of the listing agreement. The Committee comprises of Mr. Rajesh Gupta as the Chairman, and Mr. N.K.Mohan, Mrs. Uniza Shaikh and Mr. Ravindra Anant Deshpande as the members.

More details on the committee are given in the Corporate Governance Report.

CSR POLICY (CORPORATE SOCIAL RESPONSIBILITY POLICY)

Corporate Social Responsibility Policy is not applicable to the Company. Hence no CSR Committee is formed.

REMUNERATION POLICY

The Nomination and Remuneration Committee has formulated and implemented "Remuneration policy" in compliance with section 178 of the companies act, 2013 read with applicable rules thereto and revised clause 49 of the Listing Agreement. The policy provides guidelines to the Nomination & Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors and KMP. It also provides criteria for determining qualifications, positive attributes and independence of a director.

The Remuneration policy as approved by the Board is uploaded on the company's website at the web link: http:// www.sgtl.in/policies.html RISK MANAGEMENT POLICY

The Risk Management policy is formulated and implemented by the company in compliance with the provisions of the new Companies Act, 2013 and revised Listing Agreement. The policy helps to identify the various elements of risks faced by the company, which in the opinion of the Board threatens the existence of the Company.

The Risk Management Policy as approved by the Board is uploaded on the company's website at the web link: http:// www.sgtl.in/policies.html

WHISTLE BLOWER POLICY & VIGIL MECHANISM

Pursuant to Section 177 (9) of the Companies Act, 2013 and revised clause 49 of the Listing Agreement, the Company has formulated Whistle Blower Policy & established Vigil Mechanism for the directors and employees of the Company to report, serious and genuine unethical behaviour, actual or suspected fraud and violation of the Company's code of conduct or ethics policy. It also provides adequate safeguards against victimization of persons, who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. None of the employees of the Company has been denied access to the Audit Committee.

Mr. Rajesh Gupta, Chairman and Managing Director of the company, has been designated as Vigilance and Ethics Officer for various matters related to Vigil Mechanism.

The Whistle Blower Policy & Policy on Vigil Mechanism as approved by the Board is uploaded on the company's website at the web link: http://www.sgtl.in/policies.html

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

The Board has appointed Mr. K. C Nevatia of K. C. Nevatia & Associates, a frm of Company Secretaries in Practice, to carry out Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 for the financial year 2014-15. The Report of the Secretarial Auditor is annexed to this report as "Annexure C".

The report states that the provisions of section 152(6)(a) and 152(6)(c) were not complied.

As regards non compliance with the provisions of section 152(6)(a) and 152(6)(c) of Companies Act, 2013 as specified in the Secretarial Audit report, the Board would like to state that the company is in process to comply with the provisions of section 152(6)(a) and 152(6)(c) of Companies Act, 2013.

AUDITORS

Pursuant to Section 139 of the Companies Act, 2013, Rules made thereunder and subject to approval of the members of the company at the Annual General Meeting, the Board of Directors on the recommendation of the Audit Committee appointed M/s Ashok S. Jain & Co. Chartered Accountants (Firm Registration No. 111791W), as the Statutory Auditors of the company for the period of three financial years commencing from 1st April, 2014 to 31st March, 2017. The Board based on the recommendation of the Audit Committee, recommends the ratification of the appointment of M/s Ashok S. Jain & Co. Chartered Accountants (Firm Registration No. 111791W), as the statutory auditors. The members are thus requested to ratify the appointment of aforesaid statutory Auditors for the next financial year 2015-2016 at the ensuing Annual General Meeting.

AUDITORS REPORT

There are no qualifications, reservations, or adverse remarks made by the statutory auditors in their report.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

Your Directors state that during the year under review, there were no cases fled pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ANNUAL RETURN

The Extract of the Annual Return (Form MGT-9) for the Financial Year 2014-15 is enclosed with this report pursuant to section 92 (3) of the Companies Act, 2013 as a "Annexure A".

PAYMENT OF ANNUAL LISTING FEES

Shares of the company are presently listed at BSE Ltd (Bombay Stock Exchange Limited), P.J.Towers, Dalal Street, Mumbai and the Company has paid listing fee upto March 31st, 2016 in respect of above to the stock exchange.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations

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

Information in accordance with provisions of section 134(3)(m) of the Companies Act, 2013, read with Rule 8 of Companies (Account) Rules, 2014 is not required since the Company is not a manufacturing Company.

ACKNOWLEDGEMENT:

Your Directors place on record their sincere appreciation and gratitude for the assistance and generous support extended by all Government authorities, Financial Institutions, Banks, Customers and Vendors during the year under review. Your Directors wish to express their immense appreciation for the devotion, commitment and contribution shown by the employees of the company while discharging their duties.

For and on behalf of the Board

Dated: 27/05/2015 Rajesh Gupta

Place: Mumbai Chairman


Mar 31, 2014

Dear Members,

The Directors present the Annual Report on the business and operations of your Company and Audited Statement of Accounts for the year ended 31st March, 2014.

FINANCIAL HIGHLIGHTS

(Rs. In Lacs)

Current Year Previous Year 2013-2014 2012-2013

Sales : - 8078.38

Other Income 254.13 1088.32

Total Income : 254.13 9166.70

Profit/ (Loss) before Interest, 85.75 1119.07 depreciation & Tax

Less : Finance Cost - 908.38

Depreciation 0.36 1.09

Profit/ (Loss) before Tax 85.39 209.60

Less : Income tax earlier years - 20.88

Current Tax 10.00 47.00

Net Profit/(Loss) after Tax 75.39 141.72

DIVIDEND

Your Directors have not recommended any dividend for the year ended 31st March, 2014 to conserve the resources in long run.

OPERATIONS & OVERALL PERFORMANCE

The Company has achieved a net Profit of Rs. 75.39 Lacs for the year under review as against Rs. 141.72 Lacs in the last year. The total Income of the Company was Rs. 254.13 lacs as against Rs. 9166.70 Lacs during the last year.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is Trading in Iron & Steel products. The Management discussions and analysis is given hereunder:- a) Industry structure and development: Company is engaged in trading activity primarily having vast potential & now being getting attention of the organised sector.

b) Opportunities and threats: Sustained economic growth in the country may affect the business of the Company and sector overall. However, the Company is taking proper steps to mitigate the business risk.

c) Segment-wise performance: The Company is operating on only one broad segment and hence separate segmental reporting is not applicable. The Company has no activity outside India.

d) Outlook: The outlook for 2014-2015 has to be viewed in the context overall economic scenario etc.

e) Risk and concerns: The Company is exposed to general market risk and is initiating adequate step.

f) Internal control system: The Company maintains adequate internal control systems, which provide adequate safeguards and proper monitoring of the transactions.

g) Discussion on financial performance with respect to operating performance: The operating performance of the Company has been discussed in Directors Report under the head ''Financial Highlights and Operations and Overall Performance'' in the current year.

h) Human resources and industrial relations: During the year under review the Employee/Industrial relations remained cordial.

i) Cautionary Statement: The Management Discussions and Analysis describe Company''s projections, expectations or predictions and are forward looking statements'' within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company''s operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

INVESTOR SERVICES

The Company and its Registrars M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction, for having a common Registrar and Share Transfer Agent, endeavoured their best to service the Investors satisfactorily.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year.

DIRECTORS

During the year under review, Shri Babulal Agarwal has resigned from the post of Director w.e.f. 15.03.2014 and Shri Rajesh Gupta was appointed as Whole Time Director of the Company w.e.f. 01.05.2014 for a period of three years subject to approval of the members at their ensuing Annual General Meeting of the Company.

The Board hereby places it''s sincere appreciation for valuable guidance and contribution made by Shri Babulal Agarwal as a member of Board / Committee during his tenure as Director of the Company.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of annual accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

3. The Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

Pursuant to the revised clause 49 of the Listing Agreement your company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange with which the Company is listed are complied with.

A separate report on Corporate Governance is annexed as part of the Annual Report along with the Auditor''s Certifcate on its compliance.

AUDITORS & AUDITORS'' REPORT

The members are requested to appoint M/s Ashok S. Jain & Co., Chartered Accountants as Statutory Auditors for the financial year from 2014-15 to 2016-17 and fix their remuneration.

PARTICULARS OF EMPLOYEES

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended by MCA vide i''ts Circular No. 23/2011 dated 03.05.2011

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

Information in accordance with Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not required since the Company is not a manufacturing Company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Banks, Government Authorities during the year under review. The Directors wish to place on record their deep sense of appreciation for the devotion and sense of commitment shown by the employees at all levels and acknowledges their contribution.

For and on behalf of the Board of Directors

Place: Mumbai Rajesh Gupta

Dated: 3rd July, 2014 Chairman


Mar 31, 2013

The Directors present the Annual Report on the business and operations of your Company and Audited Statement of Accounts for the year ended 31st March, 2013.

FINANCIAL HIGHLIGHTS (Rs. In Lacs)

Current Year Previous Year 2012-2013 2011-2012

Sales : 8078.38 99302.76

Other Income 1088.32 331.17

Total Income : 9166.70 99633.93

Profit/ (Loss) before Interest, depreciation & Tax 1119.86 2679.85

Less : Finance Cost 909.17 2532.24

Depreciation 1.09 7.31

Profit/ (Loss) before Tax 209.60 140.30

Less : Income tax earlier years (20.88) 0.00

Current Tax (47.00) (22.00)

Net Profit/(Loss) after Tax 141.72 118.30

DIVIDEND

Your Directors have not recommended any dividend for the year ended 31s1 March, 2013.,to conserve the resources in long run.

OPERATIONS & OVERALL PERFORMANCE The Company has achieved a net profit of Rs. 141.72 Lacs for the year under review as against Rs. 118.30 Lacs in the last year. The total Income of the Company was Rs. 9166.70 lacs as against Rs. 99633.93 Lacs during the last year.

ISSUE OF SHARES

In accordance with the Scheme of Arrangement u/s 391 - 394 of the Companies Act, 1956 between Shree Global Tradefin Ltd. (the Company/ SGTL) and Ragini Trading & Investments Ltd. (RTIL), Parishram Properties Pvt. Ltd. (PPPL) and Pragya Realty Developers Pvt. Ltd.(PRDPL) and their respective shareholders and Creditors (herein after referred as ''the scheme''), which was sanctioned by the Hon''ble High Court, Bombay vide it''s order passed on 9lh March,2012, the Company has allotted 3091093 Equity shares of Rs.5/- each @ Rs. 243/- per share to PRDPL during the year under review.

INVESTOR SERVICES

The Company and its Registrars M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction, for having a common Registrar and Share Transfer Agent, endeavoured their best to service the Investors satisfactorily.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year.

DIRECTORS

During the year under review, Shri Ravi Agarwal has resigned from the post of Director w.e.f. 27.06.2012 and Shri Babulal Agarwal was appointed as Additional Director of the Company w.e.f. 09.11.2012 subject to approval of the members at their ensuing Annual General Meeting of the Company. The Company has received notice from the member proposing his candidature for the office of the Director.

The Board hereby places it''s sincere appreciation for valuable guidance and contribution made by Shri Ravi Agarwal as a member of Board / Committee during his tenure as Director of the Company.

Shri Y.S.Vasudevan, Director, retires by rotation and being eligible, offers himself for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

Pursuant to the revised clause 49 of the Listing Agreement your company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange with which the Company is listed are complied with.

A separate report on Corporate Governance is annexed as part of the Annual Report along with the Auditor''s Certificate on its compliance.

AUDITORS & AUDITORS'' REPORT

The members are requested to appoint Auditors for the next financial year and fix their remuneration.

PARTICULARS OF EMPLOYEES

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended by MCA vide i''ts Circular No. 23/2011 dated 03.05.2011

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

Information in accordance with Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not required since the Company is not a manufacturing Company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Banks, Government Authorities during the year under review. The Directors wish to place on record their deep sense of appreciation for the devotion and sense of commitment shown by the employees at all levels and acknowledges their contribution.

For and on behalf of the Board of Directors

Place: Mumbai N.K.MOHAN

Dated: 28th May, 2013 Chairman


Mar 31, 2012

The Directors present the Annual Report on the business and operations of your Company and Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

(Rs. in Lacs)

Current Year Previous Year 2011-2012 2010-2011

Sales: 99302.76 69932.50

Other Income 331.17 49.08

Total Income : 99633.93 69981.58

Profit/(Loss) before Interest, 141.41 (337.66) depreciation & Tax

Less : Interest (0.00) (0.00)

Profit/(Loss) before 141.41 (337.66) depreciation & Tax

Less: Depreciation 1.11 0.96

Income tax earlier years (0.00) (0.62)

Net Profit/(Loss) after Tax 140.30 (338.00)

DIVIDEND

In view of the inadequacy of profit the Directors have not recommended any Dividend for the year ended 31st March, 2012.

OPERATIONS & OVERALL PERFORMANCE

The Company has achieved a net profit of Rs. 140.30 Lacs for the year under review as against loss of Rs. 338.00 Lacs in the last year. The total Income of the Company was 7 99633.93 Lacs as against Rs. 69981.58 Lacs during the last year.

SCHEME OF ARRANGEMENT

Pursuant to Scheme of Arrangement u/s 391 - 394 of the Companies Act, 1956 between Shree Global Tradefin Ltd. (the Company/ SGTL) and Ragini Trading & Investments Ltd. (RTIL), Parishram Properties Pvt. Ltd. (PPPL) and Pragya Realty Developers Pvt. Ltd.(PRDPL) and their respective shareholders and Creditors (herein after referred as the scheme'), which was sanctioned by the Hon'ble High Court, Bombay vide it's order passed on 9th March,2012, certain specified Assets and Liabilities of the Company as well as RTIL and PPPL were transferred to and vested in the PRDPL and other specified Assets and Liabilities of RTIL and PPPL were transferred to the Company w.e.f. Appointed Date i.e. 1st April,2011. Pursuant to Scheme of Arrangement M/s Pragya Realty Developers Private Limited ceased to be subsidiary of the Company. The Scheme also envisaged reduction of Preference Share Capital of the Company as per Section 100 of the Companies Act, 1956. The Preference Shareholders of the SGTL were allotted Equity shares of PRDPL as a consideration in terms of the scheme.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is Trading. The Management discussions and analysis is given hereunder:-

a) Industry structure and development: Company is engaged in trading activity primarily having vast potential & now being getting attention of the organised sector.

b) Opportunities and threats: High economic growth in the country would offer opportunities and the Company would continuously try to take advantage of opportunities coming its way.

c) Segment-wise performance: The Company is operating on only one broad segment and hence separate segmental reporting is not applicable. The Company has no activity outside India.

d) Outlook: The outlook for 2012-2013 has to be viewed in the context overall economic scenario etc.

e) Risk and concerns: The Company is exposed to general market risk and is initiating adequate step.

f) Internal control system: The Company maintains adequate internal control systems, which provide adequate safeguards and proper monitoring of the transactions.

g) Discussion on financial performance with respect to operating performance: The operating performance of the Company has been discussed in Directors Report under the head 'Financial Highlights and Operations and Overall Performance' in the current year.

h) Human resources and' industrialist relations: During the year under review the Employee/Industrial. relations remained contact Number off employees as on 31st March, 2012 was 10.

i) Cautionary Statement: The Management Discussions and Analysis describe Company's projections, expectations or predictions and are forward looking statements' within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

INVESTOR SERVICES

The Company and its Registrars M/s. Bigshare Services Private Limited who is looking after the physical as well as Demat work and also shareholders correspondence in terms of SEBI direction, for having a common Registrar and Share Transfer Agent, endeavoured their best to service the Investors satisfactorily.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year.

DIRECTORS

Shri Ravindra A Deshpande, director, retires by rotation and being eligible, offers himself for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

1. In the preparation of annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

Pursuant to the revised clause 49 of the Listing Agreement your company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchange with which the Company is listed are complied with.

A separate report on Corporate Governance is annexed as part of the Annual Report along with the Auditor's Certificate on its compliance.

AUDITORS & AUDITORS' REPORT

The members are requested to appoint Auditors for the next financial year and fix their remuneration.

PARTICULARS OF EMPLOYEES

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended by MCA vide its Circular No. 23/2011 dated 03.05.2011

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

Information in accordance with Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not required since the Company is not a manufacturing Company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Banks, Government Authorities during the year under review. The Directors wish to place on record their deep sense of appreciation for the devotion and sense of commitment shown by the employees at all levels and acknowledges their contribution.

For and on behalf of the Board of Directors

Place: Mumbai N K Mohan

Dated: 30th May, 2012 Chairman


Mar 31, 2010

The Directors present the Annual Report on the business and operations of your Company and Audited Statement of Accounts for the year ended 31st March, 2010.

FINANCIAL HIGHLIGHTS (Rs. In lacs)

Current Year Previous Year

2009-2010 2008-2009

Safes: 3524521 30743.18

Other Income 12035 375.80

Total Income: 35365.56 31118.98

Profit/(Loss) before Interest,

depreciation & Tax 12453 10.34

Less: Interest 0.06

Profit/(Loss) before depreciations Tax 124.47 10.34

Less: Depreciation 051 0.91

Provision lor Fringe Benefit lax - 0.62

Provision for Income tax 0.28 0.65

Net Profif/(Loss)after Tax 123.28 8.16

Profit / (Loss) b/f from previous-year (1321.07) (1329.23)

Balance carried over to Balance sheet (1197.79) (1321.07)



DIVIDEND

In view of the inadequacy of profit the Directors have not recommended any Dividend for the year ended 31s" March, 2010.

OPERATIONS & OVERALL PERFORMANCE

The Company has earned Net profit of Rs. 123.28 Lacs for the year under review as against profit of Rs. 8.16 Lacs in the last year. The total Income of the Company was Rs. 35365.56 lacs as against Rs. 31118.98 Lacs during the last year.

MANAGEMENT DISCUSSION AND ANALYSIS

The core business of the Company is Trading. The Management discussions and analysis is given hereunder:-

a) Industry structure and development: Company is engaged in trading activity primarily having vast potential & now being getting attention of the organised sector.

b) Opportunities and threats: High economic growth in the country would offer opportunities and the Company would continuously try to take advantage of opportunities coming its way.

c) Segment-wise performance: The Company is operating on only one broad segment and hence separate segmental reporting is not applicable. The Company has no activity outside India.

d) Outlook: The outlook for 2010-2011 has to be viewed in the context overall economic scenario etc.

e) Risk and concerns: The Company is exposed to general market risk and is initiating adequate step.

f) Internal control system: The Company maintains adequate internal control systems, which provide adequate safeguards and proper monitoring of the transactions.

g) Discussion on financial performance with respect to operating performance: The operating performance of the Company has been discussed in Directors Report under the head Financial Highlights and Operations and Overall Performance in the current year.

h) Human resources and industrial relations: During the year under review the Employee/Industrial relations remained cordial. Number of employees as on 31" March, 2010 was 11.

i) Cautionary Statement: The Management Discussions and Analysis describe Companys projections, expectations or predictions and are forward looking statements within the meaning of applicable laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting demand and supply and price conditions in domestic and international market, changes in Government regulations, tax regimes, economic developments and other related and incidental factors.

INCREASE IN AUTHORISED CAPITAL, ISSUE AND ALLOTMENT OF SHARES:

The company has increased its authorized share capital to Rs. 7.5 billion to issue Preference Shares to the proposed shareholders, in order to raise resources for general corporate purposes. Accordingly, the Company raised Rs. 3.2 billion by issue of issue of 32 million Non- Cumulative Redeemable Preference Shares (NCRPS) of Rs.100/- each at par on preferential basis.

DIRECTORS

Shri Vasudevan Yelleshwaram retires by rotation and being eligible, offers himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

1. In the preparation of annual accounts for the financial year ended 31s" March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 or loss of the Company for the year under review.

3. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

Pursuant to the revised clause 49 of the Listing Agreement your company has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the Listing Agreement of the Stock Exchanges with which the Company is listed are complied with.

A separate report on Corporate Governance is produced as part of the Annual Report along with the Auditors Certificate on its compliance.

AUDITORS & AUDITORS REPORT

The members are requested to appoint Auditors for the Current year and fix their remuneration.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, none of the employee drawing the remuneration of Rs. 200000/- per month.

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

Information in accordance with Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not required since the Company is not a manufacturing Company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Banks, Government Authorities during the year under review. The Directors wish to place on record their deep sense of appreciation for the devotion and sense of commitment shown by the employees at all levels and acknowledges their contribution.



For and on behalf of the Board of Directors

Place: Mumbai Vasudevan Yelleshwaram

Dated: 29ll, May, 2010 Chairman




Mar 31, 2003

The Directors present the Annual Report on the business and operations of your Company and Audited Statement of Accounts for the year ended 31st March 2003.

FINANCIAL HIGHLIGHTS

Current Year Previous Year 2002-03 2001-02 Rs. Rs.

Sales : - -

Other Income 3946697.20 322777.00

Total Income : 3946697.20 322777.00

Less : Total Expenditure 6941967.98 8403407.92

Loss before depreciation 2995270.78 8080630.92

Add: Depreciation 87080.00 88852.00

3082350.78 8169492.92

Ad Taxation for earlier years 0.00 1000.00

Loss after Tax 3082350.78 8170492.92

DIVIDEND

In view of the loss the Directors have not recommended any Dividend for the year ended 31st March 2003.

DIRECTORS

During the year Mr R L. Sambhria retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.

TOTAL INCOME

The Total income of the Company during the year under review was Rs. 39.45 Lacs as against Rs. 3.22 Lacs for the previous year.

ADEQUACY OF INTERNAL CONTROL

Company has a very effective internal control system covering both accounting and administrative controls.

BALANCE SHEET

Rs. In Lacs

Particulars As at March 31, 2003 As at March 31, 2002

Liabilities

Share Capital 20581.00 20581.00

Loan Fund 4710.45 4835.61

Total Liabilities 25291.45 25416.61

Assets

Net Fixed Assets 214.38 217.67

Investments 18427.19 17642.54

Net Working Capital -6193.42 -5266.96

Misc. Expenditure 26.51 39.40

Profit & Loss A/c 12816.79 12785.96

Total Assets 25291.45 25416.61

SHARE CAPITAL

Companys share capital was at Rs.20581 Lacs during the year.

LOAN FUNDS

Companys Loan fund have been at Rs. 4710.45 Lacs during the year.

INVESTMENTS

Investment during the year remained at Rs.18427.19 Lacs.

OUT LOOK FOR THE 2003-2004

The outlook for 2003-2004 has to be viewed in the context overall economic scenario as well as international capital market etc.

DIRECTORS

Shri R. L. Samb via, Director of your Company, retire by rotation and being eligible, offer himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed that:

1. In the preparation of annual accounts for the financial year ended 31st March 2003, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 or loss of the Company for the year under review.

3. The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies act, 1950 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. Final accounts have been prepared on going concern basis.

CORPORATE GOVERNANCE

Pursuant to the amendment to the Listing Agreement your Company has set up an Audit Committee and Investor Grievance Committee. It has taken adequate steps to ensure that all mandatory provisions of Corporate Governance as prescribed under the amended Listing Agreement of the Stock Exchanges with which the Company is listed are complied with.

A separate report on Corporate Governance is produced as part of the Annual Report along with the Auditors Certificate on its compliance.

AUDITORS & AUDITORS REPORT

The members are requested to appoint Auditors for the Current year and fix their remuneration.

PARTICULARS OF EMPLOYEES

As required by the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, none of the employee drawing the remuneration of Rs. 200000/- per month.

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

Information in accordance with Section 217(1) (e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is not required since the Company is not a manufacturing Company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and continued co-operation extended by the Banks, Government Authorities, Clients and Suppliers during the year under review. The Directors wish to place on record their deep sense of appreciation for the devotion and sense of commitment shown by the employees at all levels and acknowledge their contribution.

For and on behalf of the Board of Directors

Anil Kumar Kamath Director

Place: Mumbai Dated: 30th June 2003

 
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