Home  »  Company  »  Transglobe Foods  »  Quotes  »  Directors Report
Enter the first few characters of Company and click 'Go'

Directors Report of Transglobe Foods Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting their 29th Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2015.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below:

Particulars Year Ended 2014-15 2013-14

Total Income 21.06 25.20

Total Expenditure 20.60 25.25

Profit/Loss before Taxation 4.63 (12.07]

Profit/Loss after Taxation 4.64 (12.07]

Transfer from General Reserve ' - Balance carried to Balance 4.64 (12.07] Sheet

2. REVIEW OF OPERATION:

The Company has made a Profit of Rs. 4,63,985/- during the financial year. Your Directors expect to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the years to come.

3. DIVIDEND:

Your Director regrets their inability to recommend Dividend in view of inadequacy of Profits and carry forward losses, in year under review.

4. DEPOSITS:

The 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.

5. INTERNAL AUDITOR:

The Company has appointed Mr. Bhushan Adhatrao, Chartered Accountants, Mumbai, as internal auditor of the Company for financial year 2015-16.

6. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 197 of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended up to date is not applicable since your Company has no such employees.

7. DIRECTORS:

During the year under review Mr. Rameshchandra Khakhar and Mr. Vijay Rank resigned from the Directorship of the Company with effect from 27.11.2014. The Board places on record their appreciation and gratitude for their guidance and contribution during their association with the Company.

Mr. Prabhakar Khakhar who retires by rotation being eligible offers himself for re- appointment at the ensuing Annual General meeting.

Mr. Prabhakar Khakhar is being designated as Managing Director of the Company upon the approval of the members of the Company at the ensuing Annual General Meeting for a term of 5 year w.e.f 01/09/2015 to 31/08/2020.

The Board of Directors appointed Mrs. Bhavnaben Khakhar as Additional Director at their meeting held on 31st March, 2015. She holds office up to the date of ensuing Annual General Meeting and is eligible for appointment as a Director.

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.

8. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 129 (3) of the Companies Act, 2013 is not applicable.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

10. NUMBER OF MEETINGS:

The Board has met six times during the financial year, the details of which are given in the Corporate Governance Report that forms part of this Annual report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

11. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12. DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to the requirement under Section 134 (5) of the Companies Act, 2013, with respect to Directors Responsibilities Statement, it is hereby confirmed:

a) That in the preparation of the annual accounts for the financial year ended 31st March,

2015 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) That the Directors has 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 review.

c) That the Directors had 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, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2015 on a going concern basis.

e) 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.

f) 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.

13. RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length price basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure B in Form AOC-2 and the same forms part of this report.

14. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not having any manufacturing activity as like a unit provision of Section 134(3)(m) of the Company Act, 2013, read with the Company (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is not applicable.

15. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange inflows (earnings) or outgo during the year. There are no direct exports.

16. RESEARCH & DEVELOPMENT:

No Specific Research & Development activities are being carried on by the Company. However the Company has quality Control Department to check/improve the Quality of the products traded.

17. AUDITOR & AUDITORS REPORT:

Pursuant to the provisions of Section 139 and Rules framed thereunder, M/s Ashvin Thumar & Co. were appointed as Statutory Auditors of the Company till the conclusion of this Annual General Meeting. They have expressed their inability to continue as auditors of the Company and has given their resignation. The Board therefore propose M/s. Koshal & Associates, Chartered Accountants, who fulfil the criteria for appointment as auditor as laid down under Section 141 of the Companies Act, 2013 as Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of the Annual General Meeting to be held in the year 2020, subject to ratification of their appointment by the shareholders at every AGM.

Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

The 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 134 of the Companies Act, 2013.

18. AUDIT COMMITTEE, STAKEHOLDER'S RELATIONSHIP COMMITTEE AND NOMINATION & REMUNERATION COMMITTEE:

Audit and Stakeholder Relationship Committees consist of Mr. Ganesh Shelar - Chairman, Mr. Manojkumar Ajudia and Mr. Prabhakar Khakhar as members.

Nomination and Remuneration Committee consist of Mr. Ganesh Shelar-Chairman, Mr. Manojkumar Ajudia and Mrs. Bhavnaben Khakhar as members.

A detailed note on the Board and its committees is to provide under the Corporate Governance Report section in this Annual Report.

19. SECRETARIAL AUDIT REPORT:

As required under section 204 (1) of the Companies Act, 2013 and Rules made thereunder the Company has appointed M/s. Mandar Palav & Associates as Secretarial Auditor of the Company for the financial Year 2014-15. The Secretarial Audit Report forms part of the Annual report as Annexure D to the Board's Report.

20. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure C to the Board Report.

21. STOCK EXCHANGES:

The Company's shares are listed on the following Stock Exchanges:

a) Ahmedabad Stock Exchange Limited.

b) The Bombay Stock Exchange Limited.

c) The Calcutta Stock Exchange Limited.

The Trading in the Equity Shares of the Company was suspended from all the Stock Exchanges, which has been revoked pursuant to the notice of SEBI having Reference No. 20141114-14 dated 14th November, 2014. The shares of the Company are freely traded since that date on Bombay Stock Exchange. The Company confirms that it has paid the Annual Listing Fees for the year 2014-15 to ASE, BSE and CSE where the Company's shares are listed.

Forfeiture of Shares:

The Company has forfeited 5,52,800 Partly Paid Up Equity Shares of Rs. 10/- each due to Non Payment of Allotment/ Call Monies. After receiving necessary approval from BSE vide its Notice no. 20150521-10 dated 21st May, 2015.

22. SIGNIFICANT AND MATERIAL ORDERS:

The Company has received notice from SEBI revoking its suspension of trading on 14th November, 2014. There are no other significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

23. RISK MANAGEMENT POLICY

The Company has formulated and adopted risk assessment and minimization framework which has been adopted by the Board. The Company has framed a risk management policy.and testing in accordance with the laid down policy h is being carried out periodically. The Senior Management has been having regular Meetings for reassessing the risk environment and necessary steps are being taken to effectively mitigate the identified risks. The Board considers risk management to be a key business discipline designed to balance risk and reward and to protect the Group against uncertainties that could threaten the achievement of business objectives.

24. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Pursuant to 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.

The Corporate Governance & Management Discussion and Analysis Report which forms an integral part of this Report are set as separate Annexures 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.

25. OTHER LAWS:

During the year under review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

26. PARTICULARS OF THE LOANS, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES ACT. 2013:

The Company has not made any Loan or given any guarantees or Investment during the financial year under review.

27. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the Directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

28. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

By Order of the Board Registered Office: For Transglobe Foods Limited 701/2, Sai Janak Classic, 7, Near Sudhir Phadke, Flyover, Devidas Lane, Borivali- West, Mumbai - 400103. CIN:L15400MH1986PLC255807 Prabhakar Khakhar Date: 25/08/2015 Chairman Din: 06491642


Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting their 28th Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2014.

1. FINANCIAL RESULTS:

The Financial results are briefly indicated below: (Amt. in Lacs)

Particulars Year Ended 2013-14 2012-13

Total Income 25.02 24.47

Total Expenditure 25.25 24.04

Profit/Loss before Taxation (12.07) 0.42

Profit/Loss after Taxation (12.07) 0.29

Profit/Loss brought forward (314.09) (314.38)

Transfer from General Reserve - 0.00

Balance carried to Balance (326.03) (314.09) Sheet



2. REVIEW OF OPERATION:

The Company has incurred losses of Rs. 12,07,118/- during the financial year. Your Director aspects to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND:

Your Director regrets their inability to recommend Dividend in view of inadequacy of Profits and carry forward losses, in year under review.

4. DEPOSITS:

The Company has not accepted any deposits from the public.

5. PARTICULARS OF EMPLOYEES:

Disclosure required under Section 217(2A) of the Companies Act, 1956 read with the Companies Particulars of Employees Rules as amended up to date is not applicable since your company has no such employees.

6. DIRECTORS :

Mr. Rameshchandra Khakhar who retire by rotation being eligible offers themselves for re-appointment at the ensuing Annual General meeting.

The Board recommends appointment of Mr. Vijay Rank, Mr. Ganesh Shelar and Mr. Manoj Ajudia as Independent Directors not liable to retire by rotation for 3 consecutive years for a term upto 31stMarch, 2017.

The Company has received requisite notices in writing from members proposing Shri Mr. Vijay Rank, Mr. Ganesh Shelar and Mr. Manoj Ajudia for appointment of Independent Directors in terms of the requirement of Companies Act, 2013.The Company has received declaration from all the Independent Directors of the Company confirming that they meet with criteria of Independence as prescribed under sub-section (6) of section 149 of the Companies Act, 2013 and under clause 49 of the Listing Agreements with the Stock Exchanges.

None of the Directors of your Company is disqualified under Section 162 (2) of the Companies Act, 2013. As required by law, this position is also reflected in the Auditors'' Report.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTOR''S RESPONSIBILITY STATEMENT:

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

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2014 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the directors has 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 review.

c) that the Directors had 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, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not manufacturing activity as like a unit provision of Section 217(1)(e) of the company Act, 1956, read with the Company (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is not applicable.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange inflows (earnings) or outgo during the year. There are no direct exports.

11. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSOPTION:

No Specific Research & Development activities are being carried on by the Company. However the company has quality control Department to check/improve the Quality of the products traded.

12. AUDITORS & AUDITORS REPORT

The Board recommends M/s. Ashvin Thumar & CO. Chartered Accountants, as statutory auditors of the Company for the year 2014 -15, who have also confirmed their appointment shall be within the limits prescribed under Section 141 of the Companies Act, 2013, if appointed.

Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

Since notes to account are self explanatory, no further explanation is given by the Board as such.

13. COMPLIANCE CERTIFICATE:

The Company has obtained compliance certificate pursuant to provisions of Section 383A of the Companies Act, 1956 from and is annexed hereto and forming part of the report.

14. AUDIT COMMITTEE:

Audit Committee is consisting of Mr. Vijay Rank – Chairman, Mr. Ganesh Shelar and Mr. Prabhakar Khakhar as members of the Audit Committee.

15. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee is consisting of Mr. Ganesh Shelar – Chairman, Mr. Prabhkar Khakhar and Mr. Manoj Ajudia as Members of the Shareholders and Investors Grievance Committee.

16. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges:

a) Bombay Stock Exchange Limited. b)Calcutta Stock Exchange Limited.

The Trading in the shares of the Company are presently suspended from all the Stock Exchanges. However the Board of directors are making efforts for revocation of suspension of trading in equity shares of the Company. The Shares of the Company are listed on Ahmedabad Stock Exchange Limited, but it is in the process of de-recognizing itself.

17. CORPORATE GOVERNANCE:

Pursuant to 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.

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

18. WHISTLE BLOWER POLICY AND VIGIL MECHANISM:

Your Company recognizes the value of transparency and accountability in its administrative and management practices. The Company promotes the ethical behavior in all its business activities. The Company has adopted the Whistle blower Policy and Vigil Mechanism in view to provide a mechanism for the directors and employees of the Company to approach Audit Committee of the Company to report existing/probable violations of laws, rules, regulations or unethical conduct.

19. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

By Order of the Board Place: Mumbai For Transglobe Foods Limited Date: 14.08.2014

Prabhakar Khakhar Rameshchandra A. Khakhar Din: 06491642 Din: 02780920


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting their 27th Annual Report on the business and operations together with the Audited Statement of Accounts of the Company for the year ended 31st March, 2013.

1. FINANCIAL RESULTS:

The Financial result are briefly indicated below:

(Amount in Lacs) PARTIULARS YEAR ENDED

2012-13 2011-12

Total Income 24.46 0.00

Total Expenditure 24.04 0.13

Profit/Loss before Taxation 0.42 (0.13)

Profit/Loss after Taxation 0.29 0.00

Profit/Loss brought forward (314.38) (314.25)

Transfer from General Reserve 0.00 0.00

Balance carried to Balance Sheet (314.08) (314.38)

2. REVIEW OF OPERATION:

The Company has made profit of Rs. 29,149/- during the financial year. Your Director expect to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND:

Your Director regrets their inability to recommend Dividend in view of inadequacy of Profits and carry forward losses, in year under review.

4. DEPOSITS:

The Company has not accepted any deposits from the public.

5. PARTICULARS OF EMPLOYEES :

Disclosure required under Section 217(2A) of the Companies Act, 1956 read with the Companies Particulars of Employees Rules as amended up to date is not applicable since your company has no such employees.

6. DIRECTORS :

Mr. Prabhakar Khakhar, Director of the Company who retires by rotation and being eligible offers themselves for re-appointment as Director of the Company. The Board of Directors recommended their reappointment, except the above there is no change in the composition of Board of Directors during the year.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTOR''S RESPONSIBILITY STATEMENT:

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

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2013 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the directors has 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 review.

c) that the Directors had 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, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2013 on a going concern basis.

9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not manufacturing activity as like a unit provision of Section 217(1)(e) of the company Act, 1956, read with the Company (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is not applicable.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange inflows (earnings) or outgo during the year. There are no direct exports.

11. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSOPTION:

No Specific Research & Development activities are being carried on by the Company. However the company ahs quality control Department to check/improve the Quality of the products manufactured. The manufacturing process and technology does not involve any imported technology.

12. AUDITORS:

The Board recommends M/s. M/s. Ashvin Thumar & Co. Chartered Accountants., as Statutory Auditors of the Company for the year 2013 -14, who have also confirmed their appointment shall be within the limits prescribed under Section 224(1B) of the Companies Act, 1956, if appointed.

In view of the resignation of our present auditor M/s. Bakul V. Ganatra & Co., who has shown his inability to continue as Auditor of the Company due to their preoccupations.

Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

13. AUDITOR''S REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such.

14. COMPLIANCE CERTIFICATE:

The Company has obtained compliance certificate pursuant to provisions of Section 383A of the Companies Act, 1956 from and is annexed hereto and forming part of the report.

15. AUDIT COMMITTEE:

Audit Committee is consisting of Mr. Vijay Rank – Chairman, Mr. Ganesh Shelar and Mr. Prabhakar Khakhar as members of the Audit Committee.

16. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee is consisting of Mr. Ganesh Shelar – Chairman, Mr. Prabhkar Khakhar and Mr. Manoj Ajudia as Members of the Shareholders and Investors Grievance Committee.

17. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges:

a) Bombay Stock Exchange Limited.

b) Ahmedabad Stock Exchange Limited.

c) Calcutta Stock Exchange Limited.

The Trading in the shares of the Company are presently suspended from all the Stock Exchanges. However the Board of directors are making efforts for revocation of suspension of trading in the equity shares of the company.

18. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

19. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit are in place.

20. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

For and on Behalf of Board of Directors

Sd/- Sd/-

Place: RAJKOT Ramesh A. Khakhar Prabhakar Khakhar

Date: 09/08/2013 Director Director


Mar 31, 2012

Dear Shareholders,

The Directors have pleasure in presenting their 26th Annual Report on the business and operations together st with the Audited Statement of Accounts of the Company for the year ended 31 March, 2012.

1. FINANCIAL RESULTS:

The Financial result are briefly indicated below:

(Amt in Rs.)

PARTIULARS YEAR ENDED 2011-12 2010-11

Total Income 0.00 0.00

Total Expenditure 0.13 0.11

Profit/Loss before Taxation (0.13) (0.11)

Profit/Loss brought forward (314.25) (314.14)

Profit/Loss after Taxation (314.39) (314.25)

Transfer from General Reserve 0.00 0.00

Balance carried to Balance Sheet (314.39) (314.25)

2. REVIEW OF OPERATION:

The Company has incurred Loss of Rs. (13402/-) during the financial year. Your Director aspects to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND:

Your Director regret their inability to recommend Dividend in view of inadequacy of Profits and carry forward losses, in year under review.

4. DEPOSITS:

The Company has not accepted any deposits from the public.

5. PARTICULARS OF EMPLOYEES :

Disclosure required under Section 217(2A) of the Companies Act, 1956 read with the Companies Particulars of Employees Rules as amended up to date is not applicable since your company has no such employees.

6. DIRECTORS :

Mr. Ramesh Khakhar and Vijay Rank, Directors of the Company who retires by rotation and being eligible offers themselves for re-appointment as Directors of the Company. The Board of Directors recommended their reappointment, except the above there is no change in Board of Directors during the year.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTOR''S RESPONSIBILITY STATEMENT:

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

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the directors has 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 review.

c) that the Directors had 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, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2012 on a going concern basis.

9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not manufacturing activity as like a unit provision of Section 217(1)(e) of the company Act, 1956, read with the Company (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is not applicable.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange inflows (earnings) or outgo during the year. There are no direct exports.

11. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSOPTION:

No Specific Research & Development activities are being carried on by the Company. However the company ahs quality control Department to check/improve the Quality of the products manufactured. The manufacturing process and technology does not involve any imported technology.

12. AUDITORS:

The Board recommends M/s. Bakul V. Ganatra & CO. Chartered Accountants, as statutory auditors of the Company for the year 2012 -13, who have also confirmed their appointment shall be within the limits prescribed under Section 224(1B) of the Companies Act, 1956, if appointed.

Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

13. AUDITOR''S REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such.

14. COMPLIANCE CERTIFICATE:

The Company has obtained compliance certificate pursuant to provisions of Section 383A of the Companies Act, 1956 from the practising company secretary and is annexed hereto and forming part of this report.

15. AUDIT COMMITTEE:

Audit Committee is consisting of Mr. Vijay Rank – Chairman, Ganesh Shelar and Prabhakar Khakhar as members of the Audit Committee.

16. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee is consisting of Shri Ganesh Shelar – Chairman, Shri. Prabhkar Khakhar and Shri Manoj Ajudia as Members of the Shareholders and Investors Grievance Committee.

17. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges:

a) Bombay Stock Exchange Limited.

b) Ahmedabad Stock Exchange Limited.

c) Calcutta Stock Exchange Limited.

The Trading in the shares of the Company are presently suspended from all the Stock Exchanges. However the Board of Directors are making efforts for revocation of suspension of trading in equity shares of the Company.

18. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

19. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit are in place.

20. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

By Order of the Board of Directors

For Transglobe Foods Limited

Place: RAJKOT Sd/- Sd/-

Date: 20/08/2012 Director Director


Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting their 25th Annual Report on the business and operations together st with the Audited Statement of Accounts of the Company for the year ended 31 March, 2011.

1. FINANCIAL RESULTS:

The Financial result are briefly indicated below:

(Amt in Rs.) PARTIULARS YEAR ENDED 2010-11 2009-10

Total Income 0.00 0.00

Total Expenditure 0.11 0.11

Profit/Loss before Taxation (0.11) (0.11)

Profit/Loss brought forward (314.14) (314.03)

Profit/Loss after Taxation (314.25) (314.14)

Transfer from General Reserve 0.00 0.00

Balance carried to Balance Sheet (314.25) (314.14)



2. REVIEW OF OPERATION:

The Company has incurred Loss of Rs. (10977/-) during the financial year. Your Director aspects to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND:

Your Director regret their inability to recommend Dividend in view of inadequacy of Profits and carry forward losses, in year under review.

4. DEPOSITS: The Company has not accepted any deposits from the public.

5. PARTICULARS OF EMPLOYEES :

Disclosure required under Section 217(2A) of the Companies Act, 1956 read with the Companies Particulars of Employees Rules as amended up to date is not applicable since your company has no such employees.

6. DIRECTORS :

Mr. Dilip Khakhar and Ganesh Shelar, Directors of the Company who retires by rotation and being eligible offers themselves for re-appointment as Directors of the Company. The Board of Directors recommended their reappointment.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTOR‘S RESPONSIBILITY STATEMENT:

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

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2011 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the directors has 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 review.

c) that the Directors had 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, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2011 on a going concern basis.

9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not manufacturing activity as like a unit provision of Section 217(1)(e) of the company Act, 1956, read with the Company (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is not applicable.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO: There were no foreign exchange inflows (earnings) or outgo during the year. There are no direct exports.

11. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSOPTION:

No Specific Research & Development activities are being carried on by the Company. However the company ahs quality control Department to check/improve the Quality of the products manufactured. The manufacturing process and technology does not involve any imported technology.

12. AUDITORS:

The Board recommends M/s. Bakul V. Ganatra & Co. Chartered Accountants, as statutory auditors of the Company for the year 2011 -12, who have also confirmed their appointment shall be within the limits prescribed under Section 224(1B) of the Companies Act, 1956, if appointed.

Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

13. AUDITOR''S REPORT:

Since notes to account are self explanatory, no further explanation is given by the Board as such.

14. COMPLIANCE CERTIFICATE:

The Company has obtained compliance certificate pursuant to provisions of Section 383A of the Companies Act, 1956 from the practising company secretaryand is annexed hereto and forming part of this report.

15. AUDIT COMMITTEE:

Audit Committee is consisting of Mr. Vijay Rank – Chairman, Ganesh Shelar and Prabhakar Khakhar as members of the Audit Committee.

16. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee is consisting of Shri Ganesh Shelar – Chairman, Shri. Prabhkar Khakhar and Shri Manoj Ajudia as Members of the Shareholders and Investors Grievance Committee.

17. STOCK EXCHANGES:

The Company''s shares are listed on the following Stock Exchanges:

a) Bombay Stock Exchange Limited.

b) Ahmedabad Stock Exchange Limited.

c) Calcutta Stock Exchange Limited.

The Trading in the shares of the Company are presently suspended from all the Stock Exchanges. However the Board of Directors are making efforts for revocation of suspension of trading in equity shares of the Company.

18. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

19. HUMAN RESOURCES:

Progressive policies to encourage excellence both in individual and team spirit are in place.

20. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

By Order of the Board of Directors

For Transglobe Foods Limited

Place: RAJKOT Sd/- Sd/-

Date: 24/08/2011 Director Director


Mar 31, 2010

Dear Shareholders,

The Directors have pleasure in presenting their 24th Annual Report on the business and operations together st with the Audited Statement of Accounts of the Company for the year ended 31 March, 2010.

1. FINANCIAL RESULTS:

The Financial result are briefly indicated below:

(Amt in Rs.) PARTIULARS YEAR ENDED 2009-10 2008-09

Total Income 0.00 0.00

Total Expenditure 0.11 0.11

Profit/Loss before Taxation (0.11) (0.11)

Profit/Loss brought forward (314.03) (313.91)

Profit/Loss after Taxation (314.14) (314.03)

Transfer from General Reserve 0.00 0.00

Balance carried to Balance Sheet (314.14) (314.03)

2. REVIEW OF OPERATION:

The Company has incurred Loss of Rs. (11120/-) during the financial year. Your Director aspects to achieve better performance in the future taking maximum efforts to control the costs and optimize the results in the coming years.

3. DIVIDEND:

Your Director regret their inability to recommend Dividend in view of inadequacy of Profits and carry forward losses, in year under review.

4. DEPOSITS:

The Company has not accepted any deposits from the public.

5. PARTICULARS OF EMPLOYEES :

Disclosure required under Section 217(2A) of the Companies Act, 1956 read with the Companies Particulars of Employees Rules as amended up to date is not applicable since your company has no such employees.

6. DIRECTORS :

Mr. Ramesh Khakhar and Prabhakar Khakhar , Directors of the Company who retires by rotation and being eligible offers themselves for re-appointment as Directors of the Company. The Board of Directors recommended their reappointment. Mr. Jagdish khakhar resigned from the post of Directorship.The Board appreciates him for the valuable guidance provided by him during his tenure associated with the Company Mr. Ganesh Shelar, Mr. Vijay Rank and Mr. Mr. Manoj Ajudia were appointed as Additional Directors of the Company eligible to be reappointed as directors of the Company.

7. SUBSIDIARIES:

Since the Company has no subsidiaries, provision of Section 212 of the Companies Act, 1956 is not applicable.

8. DIRECTOR‘S RESPONSIBILITY STATEMENT:

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

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2010 the applicable accounting standards had been followed along with proper explanation relating to material departures.

b) that the directors has 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 review.

c) that the Directors had 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, and,

d) The Directors had prepared the accounts for the financial year ended 31st March, 2010 on a going concern basis.

9. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Since the Company is not manufacturing activity as like a unit provision of Section 217(1)(e) of the company Act, 1956, read with the Company (Disclosure of particulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earning and outgo is not applicable.

10. FOREIGN EXCHANGE EARNINGS AND OUTGO:

There were no foreign exchange inflows (earnings) or outgo during the year. There are no direct exports.

11. RESEARCH & DEVELOPMENT:

No Specific Research & Development activities are being carried on by the Company. However the company has quality control Department to check/improve the Quality of the products manufactured. The manufacturing process and technology does not involve any imported technology.

12. AUDITORS:

The Board recommends M/s. Bakul V. Ganatra & CO. Chartered Accountants, as statutory auditors of the Company for the year 2010 -11, who have also confirmed their appointment shall be within the limits prescribed under Section 224(1B) of the Companies Act, 1956, if appointed.

Necessary Resolutions for their appointment has been proposed for the consideration of the Members of the Company.

13. AUDITOR''S REPORT: Since notes to account are self explanatory, no further explanation is given by the Board as such.

14. COMPLIANCE CERTIFICATE:

The Company has obtained compliance certificate pursuant to provisions of Section 383A of the Companies Act, 1956 from the practising company secretary and is annexed hereto and forming part of this report.

15. AUDIT COMMITTEE:

Audit Committee is consisting of Shri Vijay Rank- Chairman, Shri Prabhkar Khakhar and Shri Ganesh Shelar as Members of the Audit Committee.

16. SHAREHOLDERS AND INVESTOR GRIEVANCE COMMITTEE:

Shareholders and Investor Grievance Committee is consisting of Shri Ganesh Shelar – Chairman, Shri. Prabhkar Khakhar and Shri Manoj Ajudia as Members of the Shareholders and Investors Grievance Committee.

17. STOCK EXCHANGES: The Company''s shares are listed on the following Stock Exchanges:

a) Bombay Stock Exchange Limited.

b) Ahmedabad Stock Exchange Limited.

c) Calcutta Stock Exchange Limited.

The Trading in the shares of the Company are presently suspended from all the Stock Exchanges. However the Board of Directors are making efforts for revocation of suspension of trading in equity shares of the Company.

18. CORPORATE GOVERNANCE:

The Corporate Governance Report forms an integral part of this Report and is set out as separately in this Report. The Certificate of the Auditors of the Company certifying compliance with the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with Stock Exchanges is annexed with the Report on Corporate Governance.

19. HUMAN RESOURCES: Progressive policies to encourage excellence both in individual and team spirit are in place.

20. ACKNOWLEDGEMENTS:

Your Directors wish to express their sincere appreciation to all the Employees for their contribution and thanks to our valued clients, Bankers and shareholders for their continued support.

By Order of the Board of Directors

For Transglobe Foods Limited

Place: RAJKOT Sd/- Sd/-

Date: 21/08/2010 Director Director

 
Subscribe now to get personal finance updates in your inbox!