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Directors Report of Svaraj Trading & Agencies Ltd.

Mar 31, 2015

The Directors are pleased to present the 35thAnnual Report together with the Audited Financial Statements for the financial year ended March 31, 2015. The Management Discussion and Analysis is also included in this Report.

1. FINANCIAL PERFORMANCE

The brief financial results of the Company are as detailed below:

[In Rs.] Particulars Year ended 31st Year ended 31st March 2015 March 2014

Total Revenue 98,448,011. 9,870,009.

Profit/(Loss) before taxation 21,094,485 8,849,340

Less: Tax Expense 4,818,832 2,839,943

Profit/(Loss) after tax 16,275,653 6,009,397

Add: Balance B/F from the previous year (61,578,338) (67,550,129)

Balance Profit / (Loss) C/F to the next year (9,743) (16,285,397)

2. OPERATION AND STATE OF THE AFFAIRS OF THE COMPANY

During the financial year ended on March 31 2015, your Company reported top-line growth of 897.45% over the previous year. The Gross revenue from operations stood at Rs. 984.48 lacs as compared with Rs. 98.70lacsin the previous year. The Profit before tax stood at Rs. 210.94 lacs as against profit of Rs. 88.49 lacs in the previous year. The Net Profit for the year stood at Rs. 162.76 lacs against profit of Rs. 60.09 lacs reported in the Previous Year.

3. CORPORATE OVERVIEW

During the year the company is in the business of general trading. There is no change in nature of the business of the Company. The Company has its registered office at Mumbai.

4. OVERVIEW OF THE ECONOMY AND ANALYSIS

As per the latest GDP growth estimates, Indian economy grew by 7.4% inFY15 compared to 6.9% in FY14, mostly driven by improved economic fundamentals and revision of GDP methodology calculation. Even inflation showed signs of moderation, a welcome sign - wholesale price and consumer price inflation declined. Reduced inflation, falling crude oil prices, stable Rupee, improved purchasing power and consumer spending, higher capital inflows supported by the government policy reforms have already put India on an accelerating growth track an improved the business outlook.

Reforms like e-auctions of coalmines and telecom, FDI hike in insurance, speedier regulatory approvals etc. will be critical growth enablers to de-bottleneck stalled projects, improve the investment outlook and the ease of doing business in the country. Reforms currently underway such as GST implementation, Amendment on Land Acquisition Bill, Labour Reforms, etc. are expected to provide the requisite thrust for growth in the medium-term.

Opportunities and Challenges

Being a major employer in India coupled with strong industry linkages with the rural economy augurs trading activities as one of the most significant sectors with an incremental growth potential. Rural economy has seen a spurt in income levels the last few years and this is the right time to promote trade and investment. Being one of the key focus sectors under the Government's ''Make in India'' campaign is a testimony to the huge growth potential the trading and investment activities. Globally, favorable trade policy reforms would also allow the trade and investment to expand its trade partners, improve its export competitiveness and contribute substantially to the nation's income.

However, the trading and investment are constrained with many challenges including rising costs (wages, inventory and interest costs), intensified competition from other low cost countries and political risk to implement the reforms like GST etc. Such issues need to be addressed to result in unlocking maximum growth potential.

5. DIVIDEND AND RESERVES

In view of the in sufficient profit your directors do not recommend any dividend. During the year under review, no amount was transferred to General Reserve.

6. SHARE CAPITAL

The paid up Equity Share Capital as at March 31, 2015 stood at Rs. 145,000,000 (Rupees Fourteen crores fifty lacs). There is no change in the Share Capital of the company during the financial year.

7. SUBSIDAIRY AND ASSOCIATES COMPANIES

As on March 31, 2015, the Company has no Subsidiary and Associates Company.

8. CONSOLIDATED FINANCIAL STATEMENT

The Company is not required to consolidate its financial statements in terms of the provision of Section 129(3) of the Companies Act, 2013 and Rules made there-under during the financial year.

9. CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditor confirming compliance forms an integral part of this Report.

10. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure - A and forms an integral part of this Report.

11. DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mrs. Rekha Soni Director retires by rotation at the forthcoming Annual General Meeting and, being eligible offers herself for re-appointment.

Mr. Rajeev Sharma, Mr. Heera Lal Chippa, Mr. Chaturbhuj Chauhan were appointed Non Executive Independent Director for a period of five years the 34thAnnual General Meeting held on September 26, 2014.

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

12. BOARD EVALUATION, INDUCTION AND TRAINING OF BOARD MEMBERS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

The process followed by the Company for induction and training to Board members has been explained in the Corporate Governance Report.

13. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statements.

14. WHISTLE BLOWER POLICY

The Company has a whistle blower policy to report genuine concerns or grievances. The Whistle Blower policy has been posted on the website of the Company. (www.svarajtrading.com).

15. REMUNERATION AND NOMINATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The remuneration and nomination policy has been posted on the website of the Company (www.svarajtrading.com).

16. RELATED PARTY TRANSACTIONS AND POLICY

The Company has developed a related party transactions framework through standard operating procedures for the purpose of identification and monitoring of transactions with the related parties.

The policy on related party transactions as approved by the Board of Directors has been uploaded on the website of the Company. None of the Directors has any pecuniary relationship or transactions vis-d-vis the Company.

The details of transactions entered into with the related parties are given here-in-below in form AOC-2 in terms of the provision of section 188(1) including certain arm's length transactions:

A. Details of contract or arrangement or transactions not at arms' length basis ; Nil

a. Name(s) of the related party and nature of relationship NA

b. Nature of contract /arrangements/transaction NA

c. Duration of contract /arrangements/transaction NA

d. Salient terms of contract /arrangements/ transaction including the NA value, if any,

e. Justification for entering into such contract / arrangements/ NA transaction

f. Date(s) of approval by the Board NA

g. Amount paid as advances , if any, NA

h. Date on which special resolution was passed in general meeting as NA required under first proviso to section 188

B. Details of contract or arrangement or transactions at arms' length basis :

a. Name(s) of the related party and nature of NA relationship

b. Nature of contract /arrangements/transaction NA

c. Duration of contract /arrangements/transaction NA

d. Salient terms of contract/arrangements/ transaction NA including the value, if any,

e. Date(s) of approval by the Board NA

f. Amount paid as advances , if any, NA

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

18. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

i. that in the preparation of the Annual Accounts for the year ended March 31, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. 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 as at March 31, 2015 and of the profit of the Company for the year ended on that date;

iii. that the Directors have taken proper and sufficient care 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;

iv. the annual accounts have been prepared on a going concern basis;

v. that 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; and

vi. that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

19. STATUTORY AUDIT

M/s S. G. Kabra & Co., Chartered Accountants, (Firm Registration No: 104507W) who are Statutory Auditors of the Company hold office up to the forthcoming Annual General Meeting and are recommended for re- appointment to audit the accounts of the Company for the financial year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. S.G. Kabra & Co., that their appointment, if made, would be in conformity with the limits specified in the said Section.

20. COST AUDIT

Provision of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company during the year under review.

21. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there-under, the Company has appointed M/s R M Mimani & Associates LLP, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure - B and forms an integral part of this Report.

The Management comments on the qualifications in the Secretarial Audit Report as under:

The Company has not appointed Managing Director, Chief Financial Officer and Company Secretary during the financial year as required under section 203 of the Act.

These are the technical lapses and inadvertently. The Company has noted the same and appointed and designated s Managing Director and Chief Financial Officer of the e Company at its Board Meeting held on August 27, 2015. The Company is in process of the appointing Company Secretary and would be complied the requirement as soon as it find the suitable candidate.

The Company is in process of formulating the certain policies as required under the Companies Act, 2013 and listing agreement.

These are the technical lapses and inadvertently. The Board of Directors of the Company had adopted and implemented most of the policies as required under the various laws and listing agreement and will continue to do the same as required in term of the various laws and listing agreement from time to time to ensure compliance of the laws as suggested during the course of audit.

22. INTERNAL FINANCIAL CONROL AND THEIR ADEQUACY

Your Company has policies, procedures and effective internal controls for ensuring orderly and efficient conduct of the business, safeguard of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting record, timely preparation of financial statements and proper disclosure.

During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

The internal and operational audit is conducted on regular basis The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

23. RISK MANAGEMENT

During the year under review, the Company has identified and evaluates elements of business risk. Consequently a Business Risk Management framework is in place. The risk management framework defines the risk management approach of the Company and includes periodic review of such risks and also documentation, mitigating controls and reporting mechanism of such risks. The framework has different risk models which help in identifying risks trend, exposure and potential impact analysis at a Company level as also separately for business.

Some of the risks that the Company is exposed to are:

Financial Risks

The Company's policy is to actively manage its foreign exchange risk within the framework laid down. Given the interest rate fluctuations, the Company has adopted a prudent and conservative risk mitigation strategy to minimize interest costs.

Commodity Price Risks

The Company is exposed to the risk of price fluctuation of goods in which it trades. The Company proactively manages these risks through forward booking, inventory management and proactive vendor development practices.

Regulatory Risks

The Company is exposed to risks attached to various statutes and regulations. The Company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provision of Schedule VII of the Companies Act, 2013 read with Companies Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company during the year under review.

25. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company has formulated and implemented a policy on prevention of sexual harassment at workplace with a mechanism of lodging complaints. Its redressal is placed on the intranet for the benefit of its employees.

During the year under review, no complaints were reported to the Board.

26. STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company during the period under review.

The information required under Section 197of the Companies Act, 2013 read with rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the Company during the financial year.

The Company has not accepted any deposits, within the meaning of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ending March 31, 2015.

27. CAUTIONARY STATEMENT

Statements in this Directors' Report & Management Discussion and Analysis describing the Company's objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied.

28. APPRECIATION

Your Directors wish to thank all the stakeholders who have contributed to the success of your Company. Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

For and on behalf of the Board of Directors of

SVARAJ TRADING AND AGENCIES LIMITED

Harendra Kumar Gupta Shankar Das Vairagi

Managing Director Director

DIN: 05335662 DIN: 01869965



Place: Mumbai

Dated: August 27, 2015


Mar 31, 2014

The Members,

The Directors have pleasure in presenting the Thirty Fourth Annual Report on the operations of the Company together with the audited accounts for the year ended 31st March 2014.

Financial Highlights: (Rs. in lacs)

Particulars Current Year Previous Year

Revenue from Operations 4.64 2.41

Other Income 94.06 6.60

Total Revenue 98.70 9.01

Less: Total Expenses 10.21 92.94

Profit(Loss) before Tax 88.49 (86.35)

Tax Expenses 28.40 -

Profit / (Loss) for the year 60.09 (86.35)

Dividend:

Your Directors regret their inability to recommend any Dividend for the year under review.

Public Deposits:

The Company has not accepted or renewed any deposit from public in terms of Section 58A of the Companies Act, 1956 during the year under review.

Management Discussion And Analysis Report:

As required by Clause 49 of the Listing Agreements with Stock Exchanges, the Management discussion and Analysis Report is enclosed as a part of this report (Annexure - I).

Statement Pursuant To Listing Agreement (S):

The Company''s Equity shares are listed at Bombay Stock Exchange Limited (BSE), Mumbai.

The Scrip code of shares of the company is 503624

The Company confirms that it has paid the Annual Listing Fees for the year 2014- 15 to BSE.

Directors:

Mr. Shankardas Vairagi will retire by rotation at the ensuing annual general meeting and, being eligible, offer himself for reappointment.

Mrs. Rekha Soni will retire by rotation at the ensuing annual general meeting and, being eligible offer, herself for reappointment.

Your Directors state that Mr. Rajeev Sharma, Mr. Heera Lal Chipa and Mr. Chatur Bhuj Chauhan who are proposed to be appointed as Independent Directors possess appropriate balance of skills, expertise and knowledge and are qualified for appointment as Independent Directors.

Your Directors recommend the appointment of Mr. Rajeev Sharma, Mr. Heera Lal Chipa and Mr. Chatur Bhuj Chauhan

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- In the preparation of the Annual Accounts, the applicable standards have been followed.

- That 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 as at 31st March, 2014 and of the profit of the Company for that period.

- That 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.

- That the Annual Accounts for the year ended 31st March, 2014 has been prepared on a going concern basis.

Auditors:

M/s S.G Kabra & Co. Chartered Accountants, Company were appointed as the statutory auditor in the last AGM uptil the conclusion of next Annual General Meeting. Members are requested to appoint Auditors for the current year and to authorize the Board to fix their remuneration.

Auditors'' Comments:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Secretarial Compliance Certificate:

Pursuant to the Section 383Aof the Companies Act, 1956, the Certificate of compliance for all the provisions of the Companies Act 1956 by a Secretary in whole time practice has been taken on records.

Corporate Governance and Shareholders Information:

Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 49 of the Listing Agreement. A report on Corporate Governance is included as a part of this Annual Report (Annexure II).

Certificate from the Statutory Auditors of the company M/s S.G. Kabra & Co., Chartered Accountants confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is attached to this report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo:

Information pursuant tot section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of the Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as your Company is not a Manufacturing Company. During the period under review, Foreign Exchange Earning was NIL and Foreign Exchange Outgo was Rs. NIL.

Particulars of Employees:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Investors, Financial Institutions, Banks, Statutory Authorities, Customers and Suppliers. Your Directors express their deep appreciation to the Company''s employees at all levels for their unstilted efforts and valuable contributions during the year.

For and on behalf of the Board

Sd/- Haendra Gupta Place: Mumbai (Director) Date: 29th May 2014


Mar 31, 2013

To, The Members,

The Directors have pleasure in presenting the Thirty Third Annual Report on the operations of the Company together with the audited accounts for the year ended 31st March 2013.

Financial Highlights: (Rs. in lacs)

Current Year Previous Year

Gross Profit/(Loss) (86.35) 6.00

Less: Interest 0.00 0.00

Depreciation 0.00 0.00

Provision for income Tax 0.00 0.00

Leaving a Balance (86.35) 6.00

Bal brought forward from previous year (589.14) (595.15)

Balance carried to balance sheet (675.49) (589.14)

Dividend:

In view of the losses incurred and based on the future planning your Directors regret their inability to recommend any Dividend for the year under review.

Public Deposits:

The Company has not accepted or renewed any deposit from public in terms of Section 58A of the Companies Act, 1956 during the year under review.

Directors'' Responsibility Statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, your Directors confirm the following:

- In the preparation of the Annual Accounts, the applicable standards have been followed.

- That 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 as at 31st March, 2013 and of the profit of the Company for that period.

- That 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.

- That the Annual Accounts for the year ended 31st March, 2013 has been prepared on a going concern basis.

Statement Pursuant To Listing Agreement (S):

The Company''s Equity shares are listed at Bombay Stock Exchange Limited (BSE), Mumbai.

The Scrip code of shares of the company is 503624

The listing fees for the year under review have been paid to BSE.

Directors:

Appointment of New Director

The Board of Directors, at their meeting held on the 29th March, 2013, have recommended and approved the appointment of Mr. Harendra gupta, Mr. Shankar Das Vairagi, Mrs. Rekha Soni, Mr. Rajeev Sharma & Mr. Kamlakar Star as Additional Directors of the Company, with effect from the said date, whose term of office is up to the date of this Annual General Meeting in accordance with the applicable provisions of the Articles of Association and the Companies Act, 1956. The matter of appointing them except Mr. Kamlakar Sutar, as regular director, liable to retire by rotation, appears as an Agenda item in the Notice of the 33rd Annual General Meeting.

Further the company has received notice under Sec 257 from Mr. Heera Lal Chippa & Mr. Chatur Bhuj Chauhan proposing their candidature for directorship, the matter of appointing them as Independent directors, liable to retire by rotation, appears as an agenda item in the notice of the 33rd AGM.

Resignation of Director

During the year Mr. Abirchand Shreeniwas Joshi, Mr. Vishnunarain Deviprasad Khanna & Mr. Kailashprasad Govardhanlal Maheshwari has resigned from thr directorship of the Company. The Board thanks them for their services and support rendered to the company

Auditors:

M/s S.G Kabra & Co. Chartered Accountants, Company were appointed as the statutory auditor in the last AGM until the conclusion of next Annual General Meeting. Members are requested to appoint Auditors for the current year and to authorize the Board to fix their remuneration. Certificate from the auditors has been received to the effect that reappointment if made, would be within the limits prescribed under Section 224 (1B) of the Companies Act, 1956.

Auditors'' Comments:

The observations made by the Auditors in their Report read with the relevant notes as given in the Notes on Accounts, are self explanatory and therefore do not call for any further comments under Section 217(3) of the Companies Act, 1956.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo:

Information pursuant to section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosures of the Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as your Company is not a Manufacturing Company. During the period under review, Foreign Exchange Earning was NIL and Foreign Exchange Outgo was Rs. NIL.

Particulars of Employees:

During the year under review, none of the employees of the Company, whether employed for the whole year or part thereof, was in receipt of remuneration aggregating to or in excess of the limits specified under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, and hence, no particulars are required to be furnished in connection with the same.

Acknowledgements:

Your Directors take this opportunity to express their gratitude for the support and co-operation from the Investors, Financial Institutions, Banks, Statutory Authorities, Customers and Suppliers. Your Directors express their deep appreciation to the Company''s employees at all levels for their unstilted efforts and valuable contributions during the year.

For and on behalf of the Board

s/d

(Kamlakar Sutar)

Place: Mumbai (Director)

Date: 2nd Sept 2013


Mar 31, 2012

To The Members

The Directors have pleasure in presenting the THIRTY SECOND ANNUAL REPORT together with the Audited Statement of Accounts for the year ended March 31,2012.

Financial Highlights: Rs. In Lacs Current Year Previous Year

Gross Profit/(Loss) 6.00 23.61

Less: Interest 0.00 0.00

Depreciation 0.00 0.00

Provision for Income Tax 0.00 2.83

Leaving a Balance 6.00 20.78

Balance brought forward from previous year (595.15) (615.94)

Balance carried to balance sheet (589.15) (595.15)

DIVIDEND

Your Directors do not recommend any dividend, forthe year, under review.

FIXED DEPOSITS:

During the year under review the Company has not accepted any deposit from the public.

MERGER /AMALGAMATION:

The Hon'ble High Court Bombay vide its order dated 27'" April 2012 has approved the Scheme of merger of Kamala Udyoga Ltd, a wholly owned subsidiary with the Company.

The Transferor Company i.e. Kamala Udyoga Limited is a 100% Subsidiary of the Transferee Company i.e. Svaraj Trading And Agencies Limited and it shall not issue and allot any shares to the shareholders of the Transferor Company Kamala Udyoga Limited.

INCREASE IN AUTHORISED SHARE CAPITAL

Pursuant to the approval of Scheme of Amalgamation/ Merger of Kamala Udyoga Ltd with the Company the Authorized Share Capital of the Company is increased to Rs. 1,50,00,000/- (Rupees One crores Fifty Lacs) comprising of 15,00,000 (Fifteen Lacs) Equity Shares of Rs. 10/- (Rupees Ten) each.

PARTICULARS OF EMPLOYEES:

None of the employees are drawing salary and allowance exceeding the limits prescribed U/S. 217(2A) of the Companies Act, 1956 hence the information need not to be given.

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

Since the Company has no manufacturing activities the disclosure of particulars as required under section 217(1)(e) of the Companies Act, 1956 , read with the (Disclosure of particulars in the Report of the Board of Directors) Rules 1988 are not applicable in so far it relates to the conservation of energy and technology absorptions.

There were no foreign exchange earnings and outgo during the year under review:

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OFTHE COMPANIES ACT, 1956

The Board of Directors of the Company Confirms:

(I) that in the preparation of the accounts for the financial year ended 31" March 2012, the applicable accounting standards have been followed.

(II) that 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.

(III) that 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 safeguard of the assets of the Company and for preventing and detecting fraud and other irregularities;

(IV) that the directors have prepared the accounts for the financial year ended 31" March, 2012 on a 'going concern' basis.

CERTIFICATE OF COMPLIANCE:

The Certificate of Compliance for all the provisions the Companies Act 1956, by a secretary in whole time practice is attached hereto, as required under section 383A of the said Act.

LISTING /TRADING OF SHARES:

Your Company shares are listed with The Bombay Stock Exchange Limited, P.J Towers, Dalai Street, Mumbai -400001.

The Scrip code of shares of the company is 503624.

The Listing fee for the current year 2012 -2013 has been paid.

DIRECTORS

During the year Shri Rajendra Somani and Shri B K Singhi has resigned from directorship of the Company. The Board thank for their services and support rendered by them to the company.

Shri K P Maheshwari has been appointed as an additional director of the Company. Necessary resolution for his appointment as director liable to retire by rotation are incorporated in the Notice convening 32"" Annual General Meeting of the Company.

Shri V N Khanna retires by rotation and being eligible offers themselves for reappointment.

AUDITORS

The Auditors, M/s. S G Kabra & Co. Chartered Accountants, hold office until the conclusion of the Annual General Meeting and are recommended for reappointment, Certificate from the Auditors has been received to the effect that therein reappointment, it made, wouid be within the limits prescribed under section 224( 1B) of the Companies Act 1956.

FOR AND ON BEHALF OF THE BOARD

V. N. Khanna

(Director)

Adarsh Somani

(Director)

K. P. Maheshwari

(Director)

Place: Mumbai

Date: 30/05/2012


Mar 31, 2010

The Directors have pleasure in presenting the THIRTHEITH Annual Report together with the Audited Statement of Accounts for the year ended 31st March2010.

FINANCIAL HIGHLIGHTS :

Rs. In Lacs

Current Previous

Year Year

Gross Profit (Loss) (180.72) (180.72)

Less : Interest 0.00 0.00

Depreciation 0.00 0.00 Provision for Income Tax 0.00 0.00

Leaving a Balance (180.72) (180.72)

Balance brought forward from previous year (461.96) (461.96)

Balance carried to balance Sheet (642.68) (642.68)

DIVIDENDS :

Your Directors do not recommend any dividend, for the year.

FIXED DEPOSITS :

During the year under review the Company has not accepted any deposit from the public.

SUBSIDIARY COMPANY :

The statement of subsidiary Company as required under section 212 of the Companies Act, 1956 as annexed hereto and form part of this report.

PARTICULARS OF EMPLOYEES :

None of the employees are drawing salary and allowance exceeding the limits prescribed U/S. 217(2A) of the Companies Act, 1956 hence the information need not to be given.

CONSOLIDATION OF ACCOUNTS:

In accordance with the Accounting Standard 21 issued by ICAI Consolidated Financial Statement forms part of this Report & accounts.

CONSERVATION OF ENERGY, TECHNOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

Since the Company has no manufacturing activities the disclosure of particulars as required under Section 217 (1) (e) of the Companies Act 1956, read with the (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 are not applicable in so far it relates to the conservation of energy and technology absorptions.

There were no foreign exchange earnings and outgo during the year under review :

DIRECTORS RESPONSIBILITY STATEMENT AS PER SECTION 217(2AA) OF THE COMPANIES ACT,1956.

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to directors responsibility statement, it is hereby confirmed.

i) that in the preparation of the accounts for the financial year ended 31st March2010 the applicable accounting standards have been followed

j) that the directors have selected such accounting policies and applied them consistently and made judgement 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.

k) that 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 safeguard of the assets of the company and for preventing and detecting fraud and other irregularities;

l) that the directors have prepared the accounts for the financial year ended 31st March2010 on a going concern basis.

CERTIFICATE OF COMPLIANCE :

The Certificate of Compliance for all the provisions the Companies Act 1956, by a secretary in whole time practice is attached hereto, as required under section 383 A of the said Act.

LISITING :

Your Company is listed with The Bombay Stock Exchange Limited P. J. Towers, Dalai Street, Mumbai 400 001.

DIRECTORS :

Shri V. N. Khanna & Shri Adarsh Somani Director of the Company retires by rotation under the Companys Articles of Association and is eligible for re-appointment

AUDITORS :

Members are requested to appoint Auditors for the current year and fix their remuneration, M/s. S. G. Kabra & Co.Chartered Accountants, the existing Auditors have informed their eligibility for reappointment.

QUALIFICATION BY AUDITORS

The observation of auditors in their Report on the Accounts read with relevant note is self explanatory.



For and dn behalf of the Board

RAJENDRA SOMANI

(DIRECTOR)

ADARSH SOMANI

(DIRECTOR)

V.N. KHANNA

(DIRECTOR)

Place : Mumbai

Date :2nd September2010



 
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