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Directors Report of Sujala Trading & Holdings Ltd.

Mar 31, 2015

Dear Members,

The Director; have pleasure in presenting their 34th Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2015.

FINANCIAL RESULTS:(Rs.)

Standalone

Particulars March 31, March 31, 2015 2014

Total income 22403033 SS811466

Total Expenses 19256288 84582400

Profit before Depreciation, Finance Cost & 3136745 4229066 Taxation

Less: Depreciation 19467

Less' Finance Cost 1946370 3444538

Profit before Tax 1190375 765061

Less: Current Tax 369200 239232

Less: Deferred Tax (8718) (5218)

Profit/Loss for the year 829893 531047

Add Balance brought forward from previous (18,47/717) (1796788)' year

Less: Transfer to Special Reserve 165979 10G2D9

Income Tax for earlier year - (2233)

Contingent provision for Standard Assets - 476000

Transitional Provision for Depreciation 35557

Balance carried to Balance sheet (1219359) (1847717)

Particulars Consolidated

March 31, March 31, 2015 2014

Total income 22403433 68929656

Total Expenses 19379240 84775056

Profit before Depreciation, Finance Cost & 3G24191 4154910

Taxation

Less: Depreciation 19467

Less' Finance Cost 1946370 344453B

Profit before Tax 1077623 69090"

Less: Current Tax 369200 239232

Less: Deferred Tax (8718) (5216)

Profit/Loss for the year 717342 456691

(2570475} (2447390) Add Balance brought forward from previous year

Less: Transfer to Special Reserve 165979 106209

Income Tax for earlier year - (2233)

Contingent provision for Standard Assets - 476000

Transitional Provision for Depreciation 35557 -

Balance carried to Balance sheet (2054669) (2570475)

The company proposes to transfer an amount of Rs.1,65,979 /- to the Special Reserves An amount of RiS, 6,2S,357/-Lakhs is proposed to be retained in the statement of Profit & Loss.

OPERATIONAL REVIEW:

Gross revenues decreased to Rs, 2,24,03,033.GO against Rs. 3,87,63,181.00 sn the previous year. Profit before depreciation and taxation was Rs, 17,52,175-00 against Rs. 7,34,528.00 in the previous year, After providing for depreciation and taxation respectively, the net profit of the Company far the year under review was placed at Rs. 3,29,893.00 as against Rs.5,31,047.00 in the previous year

DIVIDEND:

No dividend is being recommended by the Directors for the current financial year in view of cash requirement for establishing the company in its formative years and growth plan.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2015 was Rs.572.175 Lakhs. The company has not issued shares with differential voting rights nor granted stock options nor sweat equity during the year.

FINANCE:

Cash and cash equivalents as at March 31, 2015 was Rs. 13-131/b lakhs. The company continues to focus cm judicious management of its working capital, receivables, inventories and ether working capital parameters were kept under strict check through continuous monitoring

STATUTORY INFORMATION:

The information pertaining to conservation of energy, technology absorption, Eqregn exchange Earnings and outgo as required under Section 134 (3) (m) of the Companies Act. 2013 read with Rule 8(3) ui the Companies (Accounts) Rules, 2014 are not applicable to the company.

The company has not carried out any R&D activities,

1. CONSERVATION OF ENERGY: Nil

2. TECHNOLOGY ABSORPTION & ADOPTION' Nil

3. FOREIGN EXCHANGE EARNING & OUTFLOW: Nil

DIRECTOR'S RESPONSIBILITY STATEMENT:

In terms of Sect on 134 (5) of the Cotparties Act, 2013, the directors would like to state that:

ii In the preparation of the annual accounts, the applicable accounting standards have been followed,

ii) The directors have selected such accounting policies and applied them consistency 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.

ill] 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,

iv)The directors have prepared the annual accoLints on a going concern basis,

v} The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vti The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

Due to the non-filling of the conditions for appointment of the Corporate Social Responsibility Committee, such committee has not been formed by the company. The company is under obligation to spend any amount on the matter.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. I here are no materially significant related party transactions made by tie company with Promoters, Key Managerla Personnel or other designated persons which may have potential conflict with interest of the company at large. Attention of members is drawn to the disclosure of transactions with related parties set out in Note Mu. 25 of Consolidated Financial Statements, forming part of the Annual Report.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) fn} of the Companies Act, 2013 & Oau.se 4d of the listing agreement, the company has not constituted -r business risk management committee. At present the company has not identified any element of risk which may threaten the existence of the com pany.

FIXED DEPOSITS;

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014,

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186 of the Companies Act, 2013.

DIRECTORS & KEY MANAGERIAL PERSONS

in accordance with the Companies Act, 2013, Mr. Dhiraj Ram (Din-06752534) retires by rotation and being eligible offers himself for reappointment. MrGourav Goel and Ms.Anjana Gupta were appointed as Independent Directors as per provisions of Companies Act, 2013, though they were already Independent Directors under listing agreement.

Mr Subhadeep Mukherjee, Managing Director, Mr. Ash a k: Kumar Agrawal, Chief Financial Officers, Mr.fiohit Goel Company Secretary are the KMPs of the Company as per the provision of the Act.

MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Director;. During the year Seven Board Meetings and Five Audit Comm tree Meetings were convened and held. The details of which are given in the Corporate Governance Report.The intervening gap between the Meetings was within the period prescribed under the Companies Art, 2013.

SUBSIDIARY COMPANIES:

The Company has 24 subsidiaries as on 31March, 2015. the Consolidated Financial Statements of the company and its subsidiaries duly audited by the statutory auditors are presented in the Annual Report. The Consolidated Financial Statement have been prepared in strict compliance with applicable Accounting Standards and where applicable, Listing Agreement as prescribed by the Securities Exchange hoard of India.

Pursuant to the provisions of the Companies Act, 2013, the statement containing the salient feature of the financial statement of a company'ssubsidiary or subsidiaries, associate company or companies and joint venture or ventures is given as "Annexere C',

AUDITORS:

Pursuant to the provisions of Sec 139 of the Companies Act, 2013 and the rules made thereunder, Auditors M/S MAROIl & ASSOCIATES, Chartered Accountants, were appointed as statutory auditor of the Company from the conclusion of the Annual General Meeting of the Company held on September 29lfl, 2015 till the conclusion of the Annual General Meeting of the Company to be held in the year 2017 subject to ratification of their appointment at every AGM.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate An n ex u res, together with the Certificate from the auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed horewnth as "Annexure A"

SECRETABIAL AUDIT

Pursuant to the provisions of Section 204 of the Act and ihe Companies (Appointment and Remuneration of Managerial PersoHitteiJ Rules, 2014, the Board of Directors has appointed Ms. Misha Jhunjhurrwala, practicing Company Secretary for conducting Secreting audit of the Company for the financial year 2014-2015.

The Secretarial Audit Report is annexed herewith as Annexure B' The Secretarial Audit report does not contain any qualification, reservation or adverse remark

PARTICULARS OF EMPLOYEES: (rule 5(2) & rule 5(1))

None of the employees have drawn remuneration in excess of the limits prescribed by the Companies Act, 2013 and the Rules made there under which needs to be disclosed in the Directors Report.

AUDITOR'S REPORT:

1 he observation made in the Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section lid of the Companies Act, 2013.

ACKNOWLEDGEMENTS:

Tour Company and its Directors wish to extend their si nee rest thanks to the Members of the Company, Bankers. State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance. Your Directors also acknowledges prate fully to the shareholcers for their support and confidence reposed on your Company.

For and on behalf of the Board of Director

Chairmarn

Piece: Kofkata Date: May 29,2015


Mar 31, 2014

Dear Members,

The Board of Directors has pleased in presenting their Annual Report of the Company together with Audited Accounts for the year ended 31" March, 2011

FINANCIAL HIGHLIGHT

Year Ended Year Ended 31 st March. 3lst March, 2014 2013

Profit before Taxation 7,65,061 51685

Less: Provision for Taxation

Current Tax 239232 19000

Deferred Tax 5218 2793

Profit after Taxation 531047 35478

Less: Transferred to Special Reserved 106209 10000

Less: Contingent provision for

Standard Assets 476000 41000

Add: Balance brought forward (1798788) (1783266)

Add: Income tax for earlier year 2233 -

Balance Carried to Balance Sheet (1847717) (1798788)

FUTURE PERFORMANCE

in the year under review, the Company has made profit of Rs. 7.65,061 (PBT). Your Directors are identifying prospective area and will make appropriate investments that will maximize the revenue of the company in the current Financial Year. However at present the overall economic condition rs sluggish and does not warrant any investment that will yield revenue to the company.

DIVIDEND

In view of Normal Profit, your Directors do not recommend any dividend For ihe year.

STATUR0TY INFORMATION

Particulars in respect of Conservation of Energy, technology absorption etc. as required under Section 217 (1) |e) of the Companies Act, 1956 are not applicable to this Company. The Company has not carried out any RS.D activities.

1. CONSERVATION OF ENERGY: Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTFLOW: Nil PARTICULARS OF EMPLOYEES

None of the employees of the company have drawn remuneration in excess of the limits prescribed under section 271 (2A) of the Companies Act, 1956 (as re-enacted by Companies Act,2013) read with relevant rules framed thereunder.Therefore, there are no particulars to be furnished in this connect cm

AUDITORS

M/S M A ROT I & ASSOCIATES, Chartered Accountants, are the present statutory auditor of your Company and shall hold office till the end of this Annual General Meeting. They have already completed the term often years of appointment as the statutory auditors of your Company. Hence rn terms of the Companies Act.2013 they can now be re-appointed as auditors for another term of 3 Year only (when is the transition phase).Hence M/s Maroti & Associates, chartered Accountant, who retire on the conclusion of this ensuing Annual General Meeting, being eligible, offer themselves for reappcintmenl for a period three years,

DIRECTOR

During the Year Mr.Vi nay Kumar Shah, IVtr.Lalan Kumar Pandey, Mr.Sushil Kumar Agarwal and Mr.Shiv Nath Tiwari ceased to be Director of your Company consequent to his resignation. Your Board of Directors wishes to place on record their sincerest appreciation for the contribution made by him during his tenure.

In term of the requirement of the Companies Act, 2013 the independent Director of the Company, namely Mr.Gourav Goet and Tvls.Anjana Gupta will be appointed for a term of 5 Years w.e.f the date of this Annual General Meeting once the approval of the Shareholder at this Annual General Meeting is obtained. All the Director will not liable to retire by rotation.

Mr.Subhadeep Mukherjee has be appointed as the Managing Director w.e.f March 29, 2014, based on the aporoval of the Board at its meeting held on March 27, 2D14, subject to approval of the members of this Annual General Meeting.

Mr Dhiraj Ram was a has been appointed as a Additional Director w.e.f March 27,2014 has been going to appointed as Director, retire by rotation

DEPOSITS

I he company has not accepted any deposits from the public in the meaning of section 58A of the companies Act. 195b.

SUBSIDIARY COMPANY

The Company has 24 Subsidiary Company as on 31ST march, 2014

In the light of MCA Circular No.2/2011 issued by the Central Government dated 08th Febuary,2011 the Company is exempted from attaching the Annual Account of each of its Subsidiary companies with the Balance Sheet of the Company, The Board of Directors of the Company has,by Resoultion passed in its meeting held on 30TH May,2014,given consent for not attaching the Balance Sheet of the Subsidiaries concerned.

The Consolidated financial Statements of the Company and its subsidiary duly audted by the statutory auditors are presented in the Annual Report. The Consolidated Financial Statement have been prepared In strict compliance with applicable Accounting Standards and, where applicable, Listing Agreement as preserved by the Securities and Exchange Board of India. The annual Accounts of the Subsidiary companies shall also be kept for inspection by any shareholder in the head office of the Company and the offices of its subsidiary companies.

DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with section 217(2AA) of the companies Act, 1956 the directors of the company hereby state that:

a) In the preparation of the annual Accounts, the applicable accounting standards have been followed,

b) The Directors had selectee such accounting policies and applied them consistently and 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 profit or loss of the company for that period.

c) The Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies act for safeguarding the assets of the company and for preserve ting and detecting fraud and other irregularities.

d) The Directors had prepared the annual accounts on a going concern basis.

LISTING

The shares of the Company a re listed at The Calcutta Stock Exchange Ltd and the listing fees are pad unto date and the company are waiting for the in-Principal approval from BSE

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

Corporate Governance report and Management Discussion and Analysis Reports are set out as separate an flexure to this report

ACKNOWLEDGEMENTS

The Board wished to place on record their gratitude for the co-operation and assistance received all those who contributed by some means or other for the performance cr the company and expect the same in the future,

For on behalf of The Hoard of Directors Chairman Date : 30th MAY 2014 Place: Kolkata




Mar 31, 2012

Dear Members,

The Directors have pleased in presenting the Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2012

FINANCIAL RESULTS

Year Ended Year Ended

31st March, 2012 31st March, 2011

Profit before Taxation 74973 70140

Less: Provision for Taxation

Current Tax 25000 20585

Deferred Tax 1626 1089

Profit after Taxation 48347 48466

Transferred to Special Reserve 10000 9693

Contingent provision for Standard Asstes 80000 103000

Balance brought forward (1741613) (1677386)

Balance Carried to Balance Sheet (1783266) (1741613)

FUTURE PERFORMANCE

In the year under review, the Company has made profit of Rs. 74973.00 (PBT). Your Directors are identifying prospective area and will make appropriate investments that will maximize the revenue of the company in the current Financial Year. However at present the overall economic condition is sluggish and does not warrant any investment that will yield revenue to the company.

DIVIDEND

In view of Normal Profit, your Directors do not recommend any dividend for the year,

DIRECTORS

In accordance with the Companies Act, 1956 and the Articles & association of the Company, Mr. L.K. Pandey and Mr. Shiv Nath Tiwari retire by rotation at the ensuing Annual General Meeting (AGM). Mr. L.K. Pandey and Mr. Shiv Nath Tiwari being eligible, offer themselves for re-appointment.

AUDITORS

The Auditors of the Company, MAROTI & ASSOCIATES, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible after themselves for reappointment.

DEPOSITS

The company has not accepted any deposits from the public in the meaning of section 58A of the companies Act, 1956.

PARTICULARS OF EMPLOYEES

None of the employees of the company who were in receipt of remuneration of Rs.2,00,000/- per month or more during the year ended 31st March, 2012. Hence such particulars as required Under Section 217 (2A) of the Companies Act, 1956 has not been furnished.

STATUROTY INFORMATION

Particulars required to be furnished by the companies (Disclosure of particulats in the Report of the Board of Directors) rules, 1988 :

1 .CONSERVATION OF ENERGY : Nil

2. TECHNOLOGY ABSORPTION & ADOPTION : Nil

3. FOREIGN EXCHANGE EARNING & OUTFLOW : Nil

DIRECTORS RESPONSIBILITY STATEMENT :

In accordance with section 217(2AA) of the companies Act, 1956 the directors of the company hereby state that: -

a) In the preparation of the annual Accounts, the applicable accounting standards have been followed.

b) The Directors had selected such accounting policies and applied them consistently and 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 profit or loss of the company for that period.

c) The Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies act for safeguarding the assets of the company and for preserve ting and detecting fraud and other irregularities.

d) The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As required under clause 49 of the listing agreement with the Stock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEB1 code of Corporate Governance is annexed herewith.

ACKNOWLEDGEMENTS

The Board wished to place on record their gratitude for the co-operation and assistance received all those who contributed by some means or other for the performance of the company and expect the same in the future.

FOR AND ON BEHALF OF THE BOARD

Chairman

Place: Kolkata

Date: 16th Day of August, 2012


Mar 31, 2011

Dear Members,

The Directors have pleased in presenting the Annual Report of the Company together with Audited Accounts for the year ended 31st March, 2011

FINANCIAL RESULTS

Year Ended Year Ended

31st March. 2011 31st March. 2010

Profit before Taxation 70,140 50,498

Less: provision for Taxation

Current Tax 20,585 12,601

Fringe Benefit Tax NIL NIL

Deferred Tax 1090 3,003

Profit after Taxation 48,465 34.894

Transferred to Special Reserve 9.693 6,979

Contindent provision for Standard Assies 103000

Assessed Tax relating to earlier years - (27.871)

Balance brought forward (16,77,386) (16.77.430)

Balance Carried to Balance Sheet (1,741,613) (16,77.386)

KUTI RE PERFORMANCE

In the year under review, the Company has made prufn of Rs, 70,110.00 (PBT). Your Directors are identifying prospective area and will make appropriate investments that will maximize the revenue of the company in the current financial Year. However at present the overall economic condition is sluggish and does not warrant any investment that will yield revenue to the company.

DIVIDEND

In view of Normal Profit, your Directors do not recommend any dividend for the year. DIRECTORS

In accordance with the Companies Act, 1956 and the Articles & association of the Company, Mr. L.K- Pandey and Mr. Shiv Nath Tiwari retire by rotation at the ensuing Annual General Meeting (AGM). Mr. L.K. Pandey and Mr. Shiv Nath Tiwari being eligible, offer themselves for re-appointment

AUDITORS

The Auditors of the Company, MAROTI & ASSOCIATES, Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible after themselves for reappointment.

DEPOSITS

The company has not accepted any deposits from the public in the meaning of section 58A of the companies Act. 1956,

PARTICULARS OF EMPLOYEES

None of the employees of the company who were in receipt of remuneration of Rs.2,00,000/- per month or more during the year ended 31st March, 2011, Hence such particulars as required Under Section 217 (2A) of the Companies Act, 1956 has not been furnished.

STATUROTY INFORMATION

Particulars required to be furnished by the companies (Disclosure of particulars in the Report of the Board of Directors) rules, 1988 :

1 .CONSERVATION OF ENERGY : Nil

2. TECHNO LOGY ABSORPTlON & ADOPTION; Nil

3. FOREIGN EXCHANGE EARNING & OUTFLOW : Nil

DIRECTORS RESPONSIBILITY STATEMENT :

In accordance with section 217(2AA) of the companies Act, 1956 the directors of the company hereby state that: -

a) In the preparation of the annual Accounts, the applicable accounting standards have been followed.

b) The Directors had selected such accounting policies and applied them consistently and 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 profit or loss of the company for that period.

c) The Director had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies act for safeguarding the assets of the company and for preserve ting and detecting fraud and other irregularities.

d) The Directors had prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE

As required under clause 49 of the listing agreement with the Slock Exchange, the Report on Corporate Governance together with Auditors view regarding compliance of the SEBI code of Corporate Governance is annexed herewith,

ACKNOWLEDGEMENTS

The Board wished to place on record their gratitude for the co-operation and assistance received all those who contributed by some means or other for the performance of the company and expect the same in the future.

FOR AND ON BEHALF OF THE BOARD

Chairman

Place : Kolkata

Date : 1st Day of August, 2011

 
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